EXPORT GENERAL TERMS OF SALE
1.1. Unless formally exempted in writing by our company, placement of an order implies unqualified acceptance of theses general terms and conditions of sale, the prices and terms of payment to the exclusion of any general terms and conditions of purchase of the Buyer or any other equivalent document, at whatever time such document may have been transmitted to us. Any qualification or particular conditions from the Buyer not expressly accepted by us shall be deemed to be null and void.
1.2. These conditions shall prevail over and supersede any previous understandings, whether written or not.
2.1. The specifications provided in leaflets and catalogues are given for informational purposes only. We reserve the right to make any changes in the presentation, form, design or material of the products.
2.2. Our company shall make a quotation in writing (via facsimile, email…) upon all quotation demand by the Buyer. In case of writing acceptance of such quotation by the Buyer our company shall issue a pro-forma.
2.3. An order is deemed to be final only after written confirmation (facsimile, email…) from the Buyer of the issued pro-forma.
2.4. In case of the pro-forma has not been expressly confirmed by the Buyer within 7 days after receipt it is assumed that all terms and conditions of this pro-forma shall be valid and final.
2.5. Issuance of an order implies the unconditional acceptance of these GTS, prices conditions, payment terms and financial outstanding fixed by us.
3.1. Our sales are always based on the price specified in our quotation as accepted by the Buyer according to articles 2.2 to 2.4.
3.2. We reserve the possibility to invoice additional costs charged to our company by the transporter in relation with higher fuel prices, or creation and modification of any tax or environmental tax; estimates are issued on the basis of the economic conditions prices in effect at the quotation date.
3.3. Any and all changes in taxation to which our invoices are subject shall be automatically passed on to the relevant invoices.
4. DELIVERY / RECEIPT
4.1. The products are taken according the weight upon departure.
4.2. Terms of delivery are understood to refer to the ICC Incoterms 2010.
4.3. Delivery times stated by us or the forwarding agents are provided for guidance purposes only and do not constitute a commitment on our part. Delays do not entitle the Buyer to cancel the order, refuse products or claim damages. Quantities or weights are delivered in accordance with the usual tolerance ranges.
4.4. Transfer of risk of product loss, theft and damage in transit and responsibility for taking out the insurance policies required to cover all loss or damage possibly incurred during transit and upon unloading the products are determined on the basis of the Incoterms chosen. Where no choice has been designated, the Incoterm shall be EXW – Ex Works.
4.5. Notwithstanding point 4.4, in the event of non- receipt of the products by the Buyer within the initially agreed delivery times, transfer of risk shall be deemed to take place on the initially agreed receipt date, and the Buyer is solely responsible from such date for the risks of loss, theft and damage in transit of the products and for taking out the necessary insurance coverage for these risks.
4.6. In the event of damaged or missing items, the provisions applicable under the Hague Rules of 1924 or the Hamburg Rules of 1978, as the case may be, shall apply.
However, and notwithstanding the above said conventions, in case of delivery that is non- conforming with the order (whether or not the non-conformity is apparent at the time of delivery), a written claim must be sent to our company within thirty days of delivery. Failing this, delivery shall be deemed to be accepted and conforming, without exception and with no further recourse possible against us.
4.7. We will pass on to the Buyer any additional cost invoiced by the carrier and corresponding to waiting times, surestaries or immobilization of the vehicles/vessel at unloading place.
5. RETENTION OF TITLE CLAUSE
5.1. The goods are sold, subject to retention of title. The products shall therefore remain our property until transfer of risks in accordance with the Incoterms chosen.
6. INVOICING / PAYMENT
6.1. Invoices are to be paid at the address stated on the invoice. In case of payment by bank drafts, the Buyer must within ten days return as accepted the instruments that are presented.
6.2. Unless expressly stipulated by our company, payments must be made within thirty days end of month following the date of delivery.
6.3. Refusal to accept our bank drafts or non- payment of any invoice upon its due date entitles us to claim immediate payment of all outstanding amounts due to us without prior formal notice. We further reserve the right to suspend or cancel ongoing contracts and orders, and all claims for compensation.
6.4. The Buyer cannot suspend payment of all or part of any invoice on the grounds of a dispute.
6.5. We reserve the right to request security in order to provide permanent cover for all the Buyer’s amounts outstanding. A deterioration of the Buyer’s financial or commercial situation shall justify, at any time, a demand for cash payment, refusal to sell or a request to provide new or additional security. No rebate for cash or early payment shall be granted in such case.
6.6. Late penalties shall be payable on the day following the date for payment stated on the invoice where the amounts owed are paid after the said date. The interest rate on these penalties is equal to the interest rate applied by European Central Bank at its most recent refinancing operation plus 10 percentage points, and this rate may not be less than three times the legal interest rate. Penalties are payable upon receipt of the statement informing you that we have charged such penalties to amounts payable by you.
6.7. In case of late payment, the Buyer shall also be obliged to liquidated damages for recovery equal to EUR 40. Accordance with the provision of article L441-6 of the commercial code, we shall be entitled to charge an additional compensation on justification If the costs of recovery effectively exposed are above EUR 40.
6.8. As penalty clause, a standard indemnity of 15% of the unpaid amounts will be invoiced in the event of compulsory, out-of-court or judicial enforcement procedure, without prejudice to further claims.
7. WARRANTY/ RETURNS
7.1. Our warranty is limited to the delivery of a products that complies with the technical data sheet communicated to Buyer or available on our Website (hypred.com – Client account – Documentation) as sole and exclusive warranty.
7.2. Products that have been supplied and accepted may not be returned.
7.3. Warranty on our products is expressly agreed to be limited to replacement of products acknowledged to be faulty, with no compensation or damages of any kind granted.
7.4. We decline all liability for any adulteration or misuse of the products (in particular non- compliance with the application periods), poor storage conditions, or their use for any purposes other than those for which they are ordinarily intended.
7.5. Our products are guaranteed provided that they are kept in their original packaging made by our factories and that storage conditions adapted to the nature of our products are implemented.
8.1. Unless otherwise stipulated, the products are packaged by our company, according to the usual method for this type of product and in compliance with maritime standards. Packaging may not be returned.
9. PERSONAL DATA
9.1. The personal data we collect are processed in accordance with the general data protection regulation of 27th April 2016.
9.2. For more information on the processing of your personal data, please read our personal data protection policy: http://gdpr.customer.kersia-group.com
9.3. We remind you that you have a right to access, modify and correct, transfer, delete, refuse the usage of and limit the processing of your pesonal data for legitimate reasons.
9.4. In order to exercise your right, please adress your request to us by using the following link: http://gdpr.kersia-group.com
10. FORCE MAJEURE
10.1. Our commitments shall be suspended or cancelled whenever non-performance of an obligation is caused by a force majeure or assimilated event, meaning any event beyond our control, which could not reasonably be expected when placing the order and whose effects can not be avoided by appropriate measures, which prevents the performance of our obligation, including strike of our personnel, and more generally any event corresponding to the legal and jurisprudential criteria of force majeure at the moment of its occurrence. In such case, total or partial non-performance of obligations shall not entitle the Buyer to compensation.
10.2. If the duration of the force majeure exceeds three (3) months each party may immediately terminate the order by written notice and without any penalty or indemnification whatsoever. However, all the costs already incurred by either the Buyer or us (notably transportation costs or demurrage) under the performance of the order shall be supported by the Buyer and us on a 50-50 basis.
11. APPLICABLE LAW AND JURISDICTION
11.1. All disputes, of any nature whatsoever, related to the orders, even in the case of warranty litigation or plurality of defendants, is expressly agreed to be subject to the laws of France and the exclusive jurisdiction of the place of the Commercial Court in which our registered office is located.