ARTICLE 1 – Scope
The present General Terms of Sales (the « GTS ») apply, without restriction or exclusion, to all offers issued by OPTIMEO and to all contracts for sales concluded with OPTIMEO (the « Seller ») by all professionals, buyers or distributors (the « Client(s) »), who express their intent to purchase the Products of the Seller throught the Seller’s web site, including in particular the Seller’s eco-sustainable and ergonomic document holder in cardboard, called “Opti-1” (the « Products »).
These GTS specify in particular the terms of purchase, order, payment, discount and delivery of the Products ordered by Clients.
The main features of the Products including their specifications, designs, size and/or abilities are showed on the Seller’s web site, brochures and catalogues. Pictures and designs are not contractual and do not bind the Seller. The Client shall read the technical description of the Products in order to know and understand their specificities and main features.
Offers for Products are always within the
limit of available quantities of Products in inventory.
These GTS apply with the express exclusion of all other terms and conditions, including those of the Client. The GTS are always communicated to all Clients before any purchase or before any order and shall always prevail over all other terms or documents, in particular those of the Client.
The Client declares knowing and understanding the content of these GTS and to have accepted them before any order or purchase of Products by him.
These GTS might be changed by the Seller; the version of these GTS that shall apply to the purchase of the Client is the version in force at the date when the Client has ordered or purchased the Products.
The confirmation of a purchase order by the Client on the Seller’s web site is deemed to be a full and complete acceptation, without restriction, of the present GTS.
ARTICLE 3 – Purchase Orders on Internet
Purchase orders of Products on the Seller’s web site shall be made as follows :
The sale will be deemed as complete only after delivery to the Client of the confirmation of acceptation by the Seller of the order, and after receipt by the Seller of the full payment of the corresponding price.
The Client shall verify the content of his order before confirming it definitively. The Seller reserves his right to cancel or to refuse any order from a Client with whom there is a pending litigation or claim concerning any other order.
ARTICLE 4 – Prices of the Products
Products are supplied at the price included on the web site of the Seller (attached as appendix to these GTS), in force at the day when the Client’s order is confirmed by the Client.
Prices are in Euros, without taxes. Seller reserve his right to change his prices at any time; such change shall not apply to pending orders.
Prices do not include shipment, transportation and delivery costs which will be invoiced to the Client in addition to these prices, at the terms and conditions indicated on the Seller’s web site. Such costs will be calculated prior to any confirmation of order by the Client. The price due by the Client shall correspond to the price of sales of the Products and these additional costs.
An invoice will be issued by the Seller and sent to the Client at the latest upon delivery of the ordered Products.
ARTICLE 5 – Terms of payment – Delays in payments
The price is net, due entirely on the date of order or purchase, in accordance with the following terms :
– by banking card : Visa, MasterCard, American Express, …
– by wire transfer.
All payments made by the Client are not deemed to have been made in full until the Seller has effectively received the right amount on his own bank account.
Payments made by the Client shall be deemed as definitive.
In case of late payment by the Client beyond the agreed payment date, interests for delay shall be automatically applied by the Seller, without prior formal notice, as of the date the payment was due. Such interests will be calculated at the ECB rate + 10% at the date of the invoice, as of the date the payment was due, and all other payments or sums due by the Client will become immediately payable by the Client to the Seller. In addition, the Seller will invoice a global lump sum indemnity of €40 for each unpaid invoice or invoice paid with delay.
Further, the Seller reserves his right, in case of breach of the above-mentioned payment terms, to any other rights or actions against the Client, including the right to suspend or cancel the order and the delivery of the Products until full and complete payment by the Client.
No fees, costs or expenses in connection with Client’s payments shall be passed over to the Seller by the Client or the Client’s bank.
ARTICLE 6 – Delivery of the Products
Products ordered by the Client as « standard version » will be delivered in France within 2 weeks after the order. For any other version of the Products, Products will be delivered in France within 4 weeks after the “ready for printing” is issued by the Client.
For international deliveries, the Client has been informed that deliveries will be made within 4 weeks after the order. Delivery schedules may be longer depending upon the country and / or point of delivery. A delivery can relate to only one place of delivery per order.
All these delivery schedules are in any case indicative only and shall not bind the Seller.
For deliveries of parcels of more than 25 Products or on pallets, Products will be always delivered “flat” and not assembled.
Clients shall purchase a minimum of 50 Products per order.
For each purchase order, an invoice will be delivered to the Client at the latest upon delivery of the Products.
ARTICLE 7 – Verification of the Products upon delivery
Upon delivery of the Products, the Client shall perform a complete verification of the Products and their packaging in order to check their packaging, state, conformity, quality and quantities. Any non-conformity, damage to the packaging and/or Product, or any missing quantity shall be notified to the Seller immediately by e-mail. The Products shall be deemed as fully accepted if the Client fails to notify in writing any such claim to the Seller within two (2) days following delivery.
No Claim shall be accepted by the Seller in relation with any default, non-conformity, lack of quality, missing quantities that a normal verification should have revealed, should this verification not have been correctly performed by the Seller.
In case of written claim of the Client, the Client shall send the concerned Products to the Seller in order to allow the Seller to inspect these Products.
ARTICLE 8 – Transfer of ownership – Transfer of risks
The transfer of ownership of the Products from the Seller to the Client shall only take place upon delivery and after full payment of the price by the Seller, whatever the delivery date of the Products.
Unless otherwise specified in an offer, the Products are sold Ex-Works Seller’s manufacturer’s plant (Ex-Works, Incoterm of the I.C.C., most recent version)(the “Delivery“). Should another Incoterm be expressly agreed, the risks to the Products will be transferred from the Seller to the Client as stated in the agreed Incoterms. Should the Client fail to take delivery of the Products at the agreed date, the Seller can have them stored at the sole costs and risks of the Client and, after notification of their availability, can invoice them as having been delivered.
ARTICLE 9 – Liability of Seller – Warranty
The Products offered for sale comply with the regulations in force in France and the European Union and have performances compatible with the usual uses for this type of product.
All Products supplied by the Seller are subject, without additional costs, to the following warranties:
– the French legal warranty of conformity, for Products that have defects or do not comply with the order,
– the French legal warranty for hidden defects for defects in materials, design or manufacture of the Products, under terms and conditions stated in the present GTS.
In order to exercise his rights, the Client shall inform the Seller in writing of any non-conformity of the Products within the period mentioned above and return to the Seller the defective Products as received by the Client with all relevant information and parts (packaging …).
The Seller shall reimburse, replace or repair Products under warranty and judged by him as non-conforming or subject to defaults. In case of delivery costs of shipment will be reimbursed on the basis of the invoiced costs upon written justification.
The reimbursement of defective or non-conforming Products will be made as soon as possible and in any case within 60 days following acknowledgement by the Seller of the default or non-conformity or hidden defect.
The reimbursement will be made by wire transfer to the Client’s bank account.
The liability of the Seller is fully excluded in the following situations:
– the Client does not comply with the laws of the country where the product has been delivered;
– the Client has not paid 100% of the price, or
– the Client has not used the Product in a normal way, or after the normal life time of the Products;
– the Client has made modifications or changes to the Product.
THE WARRANTY OF THE SELLER IS IN ANY CASE LIMITED TO THE REMPLACEMENT OR THE REIMBOURSEMENT OF THE NON-CONFORMING PRODUCTS.
THE SELLER SHALL NEVER BE HELD LIABLE FOR ANY LOSS OF PROFIT OF OR PRODUCTIVITY AND/OR FOR ANY INDIRECT OR INCIDENTAL DAMAGES, WHETHER DIRECT OU INDIRECTS, OF THE CLIENT OR ANY OTHER PERSON, AND RESULTING FROM THE PRODUCTS. AS A CONSEQUENCE, THE CLIENT DISCLAIM ANY ACTION OFR DEMAND AGAINST THE SELLER AND HIS INSURERS AND SHALL OBTAIN THE SAME DISCLAIMER FROM HIS WON INSURERS.
FURTHER, THE LIABILITY OF THE SELLER IN CONNECTION WITH A QUOTATION OR AN ORDER SHALL BE IN ANY CASE LIMITED TO THE AMOUNT OF THE PRICE OF SUCH QUOTATION OR ORDER.
ARTICLE 10 – Intellectual Property
The Seller remains the sole owner of all intellectual property rights on pictures, designs, presentations, studies, samples, prototypes, etc, made by him, even upon Client’s demand , in connection with the supply of Products to the Client.
The Product called Opti-1 is a registered design and « Opti-1 » is a registered trademark of the Seller. A patent has also been filed by the Seller on this Product.
The Client shall not copy, reproduce or manufacture (or have manufactured) the Products, and shall not use the pictures, designs, presentations, studies, samples, prototypes, etc … without the prior express, written approval of the Seller. Such approval might be subject to a financial compensation for the Seller.
ARTICLE 11 – Personal Data
The Client has been informed that the collection by the Seller of some of his personal data – including though the Seller’s web site – is necessary for the good performance by the Seller of his commercial relationship with him. Such data will be collected by the Seller for the sole needs of the performance of his contractual obligations. They will only be used by the Seller, and as the case may be by his suppliers, sub-contractors and partners.
The responsible person for such data within the Seller is the Seller’s President. Unless the Client gives his express approval, his personal data will not be used by the Seller for any other purpose. Unless otherwise stipulated, the Seller will keep and store such personal data for a period of maximum 3 years starting at the end of their contract.
According to the European Regulation n°2016/679 dated April 27, 2016 (GPDR), the Client has the right to have access to, to rectify, delete, limit and oppose to the treatment of his personal data collected by the Seller by sending an email to firstname.lastname@example.org. This right, unless it does not oppose to the above-mentioned purpose of the treatment, can be exercise through a written demand sent by letter or e-mail to the Seller. The response time is of maximum one month. Any refusal shall be explained and in case of refusal the Client can make a demand to the CNIL (3 place de Fontenoy, 75334 PARIS) or any competent authority.
ARTICLE 12 – hardship
In case of material changes to the circumstances in place when the contract was signed between the parties, the Party who has not accepted to assume a risk of performance that would exceed non-reasonable and unforeseeable costs has the right to ask the other party for a renegotiation of the contract. However, if such changes to these unforeseeable circumstances would be definitive or would last for a period of more than two months, the contract would be simply cancelled.
The Parties shall not be held liable if the non-performance of their contract or obligations, or if a delay in such performance is due to a case of force majeure, as described in article 1218 of the French civil code (Code civil).
ARTICLE 14 – Termination of the contract
Should any party be liable for a material breach of any of his obligations resulting from the GTS, the contract or an offer, the other party shall be authorized, through a written notification sent to the Client, and without prejudice to any other right or action, to ask the defaulting party to cure his breach within a period of 30 days after receipt of such notification. Should the breach not be cured by the defaulting party within the above-mentioned period, the non-breaching party shall have the right to terminate automatically in writing all or part of the concerned contract or purchase order, subject to all his other rights and/or actions.
ARTICLE 15 – Right of withdrawal
All none-professional Clients of the Seller shall have a withdrawal right in accordance with article L. 121-16-1.III of the French Consumers’ Code, provided however that (i) the sale has been made though the Seller’s web site, i.e. outside of the Client’s place of business , (ii) the purpose of the contract is not within the Client’s main scope of business, and (iii) the Client has less than 5 employees.
This withdrawal right shall be exercised within a period of 14 days as of the date of receipt of the Products.
This right can not be exercised when the Products have been customised and/or personnalized at the Client’s request.
ARTICLE 16 – Applicable Laws – litigations
It is expressly agreed between the parties, that the present GTS and all sales and purchases in connection thereof shall be exclusively subject to the French laws.
These GTS are in English language. Should they be translated in any other languages, only this English version shall apply and prevail over other translations.
For any claim or litigation between the Parties in connection with these GTS, including without limitation their validity, execution, performance, interpretation or termination, the Parties shall make good faith efforts to try to find an amicable settlement between them within a short period of time. It is expressly agreed between the Parties that if it appears impossible to find such an amicable settlement within a short period of time, and in any case within a period of one month after the receipt by one Party of the written claim of the other Party, the claim or action will be exclusively brought in front of the Commercial Court of NANCY (Tribunal de Commerce), France, which will have sole and exclusive jurisdiction.
ARTICLE 17– Prior Information – acceptation by the Client
The Client acknowledges having received, before the placing of any order or the signature of any contract, in a clear and understandable way, a copy of the present GTS and all useful information relating to the Products, including without limitation the following information:
– the essential features of the Product;
– the price of the Product and all others relating costs (for example terms and costs of deliveries);
– the date and schedule within which the Seller shall supply the ordered Products;
– all information relating to the Seller, his address, phone number, email address, and his activities;
– all information relating to the warranties relating to the Products;
It is expressly agreed by the Client that any purchase or order of the Product by him implies full agreement to and acceptation by him of the present GTS, including also the obligation for the Client to pay the purchase price of the ordered Products. The Client accepts not to oppose to the Seller and not to rely on his own contractual document and conditions (including in particular his own general terms of purchase).
ARTICLE 18 – Contact details of Seller
A French corporation with limited liability (SAS) with a registered capital of 1.000€
Having its registered address at 17 rue de Belfort à NANCY (54000) – France
Registered at the company register of NANCY under n° 827 972 803
Email : email@example.com