General Sales Conditions - Professionals
1. General provisions
Seller" means the company ARIANE-PLAST SARL, whose registered office is at 4 ZAC SARRE TERRASSES, 57400 SARREBOURG, France, and registered in the Metz Business and Company Register under the number 81295345300014 and intra-Community VAT number FR81812953453. Buyer" means a person or entity that accepts a quote from the Seller for the sale of Goods, or whose order for Goods is accepted by the Seller.
The Seller and Buyer are individually referred to as "Party" and jointly referred to as "Parties". The term "Goods" refers to all products supplied by the Seller in accordance with these General Conditions of Sale. The term "Terms" refers to these General Conditions of Sale.
The Seller undertakes to sell and the Buyer to purchase the Goods in accordance with any written quote from the Seller accepted by the Buyer, or any written order from the Buyer accepted by the Seller.
The Terms apply to all quotes issued by the Seller to the Buyer, as well as to all contracts entered into between the Seller and the Buyer, unless otherwise agreed in writing. The Buyer shall be deemed to have expressly and irrevocably accepted these Terms unless otherwise agreed in writing. These Terms prevail over any general conditions of the Buyer or any third party concerned. Any deviation from these Terms requires express written approval from the Seller.
In the event that the Buyer purchases Goods via the Seller's online sales platform, these Terms and Conditions, as well as any mandatory national legislation (if applicable), will apply to all offers, orders, contracts and deliveries resulting from these online sales.
Any error of typing, error of writing, omission or other inaccuracy in the sales documents, quotation, price list, acceptance of the offer, invoice or any other document or information issued by the Seller may be corrected without liability of the Seller.
The titles of the sections of these Terms are used for convenience and shall not be used for the interpretation of these Terms.
The Buyer is required to familiarize himself with all information provided by the Seller concerning Goods, including (but not limited to): (i) safe handling and use instructions; and (ii) storage, transport and disposal procedures. The Buyer must also inform its employees and subcontractors of these procedures and draw their attention to the potential risks to people, property and the environment. The Buyer undertakes to indemnify the Seller against any claims, losses and costs, including reasonable legal fees, resulting from non-compliance with these obligations. In case of non-compliance with these obligations, the Seller reserves the right to cancel any order with 14 days' notice.
2. Orders, estimates and confirmations of orders
The quotes issued by the Seller are without obligation and must be considered as a simple invitation to place a firm order from the Buyer. The quotations are valid for a period of 30 days from the date of issue, unless the Seller expressly indicates another period of validity.
An order placed by the Buyer (or any modification made to an existing order) irrevocably engages the Buyer, provided that the order is confirmed in writing by the Seller. The order confirmation of the Seller, which will be made in writing and based on the availability of the Goods, constitutes the final acceptance of the order. The order is therefore considered firm and final for the Seller only after this confirmation.
The Seller reserves the right to refuse any order if the Goods are not available, or in case of non-compliance with the terms of payment, solvency of the Buyer or for any other legitimate reason.
In the event of a change in the order after the written confirmation, the Buyer will be responsible for any additional costs incurred by these changes, including management fees and costs related to the review of the order.
The Buyer acknowledges that the information provided at the time of the order (quantity, specifications, delivery time, etc.) is essential and any error on his part could result in delays or additional costs.
3. Delivery and delivery times
The delivery time indicated by the Seller corresponds to the time limit specified by the carrier, which begins to run from the shipment of the Goods. The Seller reserves a maximum of 8 working days to ship the orders after confirmation. Once the package is shipped, the delivery time will be that specified by the carrier (GLS or Chronopost) and may vary depending on the conditions of carriage. This delivery time can only be changed in exceptional circumstances, as indicated below.
Goods shall be transported by the Buyer, unless otherwise agreed in writing between the Parties.
The transfer of ownership of the Goods in favour of the Buyer shall take place at the same time as the transfer of the risk of loss or damage in accordance with Incoterms 2020 (or any later version), subject to clause 5. The risk of loss is transferred to the Buyer at the time the Goods are delivered to the carrier, unless the contract of sale specifies other commercial conditions. The transfer of ownership will only take place when the Goods are paid in full.
Unless otherwise expressly agreed in writing, the delivery time indicated by the carrier shall be purely indicative and shall not be liable to the Seller. The parties recognize that various circumstances, such as carrier delays or unforeseen events, may result in changes in the delivery time. In case of delay, the Seller will inform the Buyer within a reasonable time and propose a new delivery time. However, under no circumstances may the Seller be held liable for damages resulting from a delay in delivery.
The Seller is authorized to make minor changes in the volume of the Goods ordered unless an agreement to the contrary has been expressly agreed in writing. The Buyer will receive an invoice corresponding to the actual quantity of Goods delivered. The Seller also reserves the right to make partial deliveries, without constituting a breach of the terms of the contract.
Unless otherwise expressly agreed between the parties, the Buyer shall be responsible for ensuring compliance with all applicable laws and regulations concerning the import, transport, storage and use of Goods.
The Seller uses two delivery services for its shipments: GLS and Chronopost. Shipments are made exclusively to the Buyer's address and will not be made to relay points. The Buyer undertakes to provide a correct and complete delivery address to avoid any delay. The Seller reserves the right to choose a carrier if necessary. The Buyer cannot choose a non-valista carrier by the Seller.
With regard to packaging materials used for the delivery of Goods, unless otherwise expressly agreed in writing, the Seller shall not take these materials back. However, the recorded pallets must be returned in good condition and clean.
4. Prices of Goods
The price of the Goods is that indicated by the Seller at the time of the quotation. Unless otherwise expressly agreed between the parties, all prices indicated shall be valid for a period of up to 30 days from the date of issue of the quotation or confirmation of order, after which they may be modified by the Seller without notice to the Buyer.
Unless expressly agreed otherwise, the price shall not include the cost of transport, insurance or applicable taxes, such as, but not limited to, value added tax (VAT), other national or local taxes, as well as import and/or export duties, which the Buyer is required to pay to the Seller in addition to the price of the Goods, regardless of how such taxes are levied or the party to which they are applied.
The Seller reserves the right, before delivery, to change the price of the Goods, informing the Buyer in writing, in order to reflect any increase in costs to the Seller resulting from circumstances beyond his control. This includes, but is not limited to, changes in delivery dates, quantities, or specifications of the Goods requested by the Buyer, as well as delays caused by incomplete or incorrect instructions from the Buyer.
If the Buyer considers that the price increase is unreasonable, he may challenge this increase by sending a written notice to the Seller within 15 days of receipt of the price change notice. In this case, the Seller may, at his discretion, either maintain the delivery of the Goods at the original price or terminate the contract immediately, with written notice to the Buyer, without any obligation to compensate the Buyer.
5. Conditions of payment
All invoices shall be payable to the Seller within the time specified on the invoice, unless the parties expressly agree in writing otherwise. The price on the invoice is final and contractual and all payments must be denominated in the currency of the invoice.
Failure to pay a due date on the due date will result in the immediate payment of all other due dates or invoices, even if they have resulted in the drawing up of drafts, (ii) suspension of deliveries and (iii) advance payment of all orders in progress.
In addition, the Vendor reserves the right to require cash payment or guarantees for good payment prior to delivery, if it deems that the Buyer's financial situation justifies it, or in the event of a revision of the amount of the outstanding guarantee or of previous or current payment incidents with the Buyer, with respect to the Vendor or its affiliates. In the event of the Buyer's refusal to pay in cash without any sufficient guarantee being offered by the latter, the Vendor may legitimately refuse to honor the order placed and deliver the goods without the Buyer being able to argue an unjustified refusal to sell or claim any compensation whatsoever
The conditions of the rebate are specified in the special conditions. Payments will be made to pay first the costs, then the accrued interest, and finally the main claim. The Buyer is not permitted to offset amounts owing or to make deductions of any kind (except to the extent permitted by law)
Claims not paid at maturity will be automatically increased by an interest on late payment equal to 3 times the legal interest rate in effect from the following day until the day of actual payment ; in accordance with Articles 441 6 c. com. and D. 441 5 c. com., any delay in payment automatically incurs, in addition to late payment penalties, the obligation on the debtor to pay a lump sum compensation of €40 for recovery costs.
The Seller shall have the right to transfer any claim arising out of this contract without the prior consent of the Buyer. If provisions in the general terms and conditions of the Buyer conflict with the portability of a claim, these provisions are hereby explicitly rejected and excluded. The Purchaser shall be relieved of its payment obligation only when the payment is made to the account of the Seller's designated affiliate.
The Buyer may not suspend its obligation to pay even in the event of a manifestly well-founded complaint or legal action concerning the services/goods delivered
Without prejudice to the seller's other rights, in the event of non-payment and/or suspension, reduction or cancellation of the credit limit approved by a credit insurance company, the seller shall have the right to suspend without notice all subsequent deliveries to the buyer and/or to declare all outstanding contracts void under the law and/or to require payment of all outstanding but not yet due invoices, regardless of the seller's right to demand compliance and/or compensation from the buyer. In the event of non-payment, the Buyer shall lose all rights to the discounts granted, including but not limited to the end-of-year discounts.
The Seller shall retain the ownership of the Goods until the full payment of the principal and accessory price is made in accordance with the provisions of Article L 624 16 of the Commercial Code. In the event of non-payment of a payment due date (if applicable), the Seller is entitled to claim the Goods regardless of the transfer of risk, loss and deterioration that will remain at the expense of the Buyer.
Resale of Goods : The Buyer is authorized, in the normal course of business, to sell the Goods. The Buyer cannot pledge or give the Goods as security. In case of resale, the Buyer undertakes to immediately pay to the Seller the remaining part of the price or to inform the Seller immediately in order to enable him to exercise his right of retention of title. The resale authorization is automatically withdrawn in the event of insolvency as stipulated in the "insolvency" article.
6. Guarantee/Responsibility
The Seller undertakes to ensure that the Goods comply with the selling specifications of the producer of the Goods. (i) the Seller is not liable for defects in Goods due to the treatment of Goods by unskilled professionals, for wilful damage, negligence, abnormal working conditions, improper storage, misuse or modification of Goods without the approval of the Seller; and (ii) the Seller's liability under the above guarantee is not incurred if the total price of the Goods was not paid on the due date
The Buyer hereby guarantees that the Goods will not be directly or indirectly, by the Buyer or any third party, used in any of classes A, B or C of Regulation (EU) 2017/745 on Medical Devices (IMD) and/or Class I, II or III of ISO 10993 1:2018 Biological assessment of medical devices (or equivalent legislation/regulation in the United States, Canada and/or any other country), without prior written approval by the Seller for each specific product and/or application. The Seller cannot be held liable in the event of a violation of the above guarantee by the Buyer.
All recommendations and/or technical advice (if any) concerning the use or application of Goods, any additional specifications and/or warranties relating to Goods, given by the Seller and one of his employees or representatives (e.g. by e-mail, telephone, etc.) other than the usual written sales specifications, do not provide any guarantee as to the results that the Buyer intends or intends to achieve through his own manufacturing process and the Seller declines any responsibility in this regard. In the event that the parties have agreed that the Goods are sold as "out-of-specification materials" (outside the standard sales specifications), second-choice goods, Reprocessed or other goods, the Seller shall not be liable for the quality of the Goods. Minor deviations in quantity are not classified as defects and must be accepted by the Buyer. The Buyer will only be charged on the basis of the Goods actually delivered.
The Buyer is required to inspect the Goods immediately after delivery and must within 5 days of receipt of each delivery made by the Seller, notify the Seller in writing, by e-mail (to arianeplast@oulook.com), of all visible defects as a result of which the Buyer states that the Goods delivered do not meet the sales specifications. In case of defects undetectable by the Buyer during the visual inspection on the date of delivery, or defect visible only after the processing of the Goods, the Buyer must notify them to the Seller by e-mail letter within 5 days of their discovery. (i) failure to inspect Goods immediately after delivery; (ii) failure to notify in writing on the said dates by e-mail, or (iii) the processing of the Goods provided under this contract (only if the visible defect should have been detected but was not detected), constitutes unconditional and irrevocable acceptance of the Goods by the Buyer and a complete waiver by the Buyer of any claim to the Seller.
The Seller's liability for defective or damaged Goods is limited to the restitution of the purchase price of defective or damaged Goods or, if the Seller so wishes, the replacement of defective or damaged Goods. Under no circumstances shall the Seller be liable for any particular, incidental, indirect or indirect losses, such as loss of profits, costs of replacement materials or claims made by the Buyer's customers/third parties or any other similar losses. Notwithstanding the foregoing, the total liability of the Seller shall in no case exceed the amount of the invoice of the corresponding Goods. In all cases, the Buyer is responsible for taking all possible measures to prevent or limit damage. Failure to mitigate damages constitutes a complete waiver by the Buyer of any claim against the Seller. In case of discovery of a defect on the Goods, the Buyer will cooperate fully at any time with the Seller and the Producer of the Goods.
The Seller shall not be liable to the Buyer or shall not be deemed to have breached the Contract due to delay in performance or failure to perform any of the Seller's obligations in respect of Goods, if such delay or failure is due to a cause beyond the Seller's control.
The Seller does not guarantee that Goods are not protected by patents or other industrial property rights of third parties
The limitation of liability contained herein applies to the benefit of all employees, agents and other representatives of the Seller
Notwithstanding any provision to the contrary contained in these Terms and Conditions, the Buyer undertakes to indemnify, defend and relieve from liability the Seller and the parent companies, affiliates and subsidiaries of the Seller, and their respective officers, directors and employees, of and against any liability, costs, expenses, damages and losses (including direct, indirect or consequential losses, loss of profits, damage to reputation and all interest, penalties and legal and other reasonable professional costs and expenses) incurred or incurred by the Seller arising out of or in connection with any claim made against the Seller by a third party arising out of or in connection with the supply or use of the Goods or any Goods in which the Goods are incorporated. This compensation does not apply if the main and predominant cause of a claim is the non-compliance of the Goods with the warranties at the time of shipment.
7. Solvency
Each party has the right to terminate the contract by sending a written notification to the other party in the event that (i) the other party files with a court or body, pursuant to a law or settlement of a court, an application for bankruptcy or insolvency, or for reorganization or similar agreement for the benefit of creditors, or for the designation of a judicial administrator or trustee of the other party or its assets, (ii) the other party is served by an involuntary application for bankruptcy against the other party in insolvency proceedings and that such involuntary application has not been suspended or rejected within 90 days of its filing, (iii) the other party makes a substantial assignment of all its assets to its creditors, or (iv) the solvency of the other party is threatened.
8. Major Force
In the event of force majeure, such as, but not limited to, e.g. (i) pandemics, (ii) war, civil unrest, martial law and/or government actions, (iii) strikes, (iv) commercial sanctions, (v) fire and/or lightning, (vi) unpredictable disruptions of production, traffic and/or shipping, (vii) unpredictable shortages of labour, utilities and/or raw materials and supplies, the Seller reserves the right at any time either to suspend his obligations as long as the situation of force majeure persists, or, if it persists for more than 6 months, to terminate the contract, without the Seller's responsibility to compensate the Buyer for any reason whatsoever.
9. Intellectual property
If, at any time during the contract, the Seller considers that there has been a substantial change in (i) the business, (ii) the monetary, technical or commercial conditions of the contract, as a result of which the Seller is experiencing material difficulties in complying with this contract, the Seller shall notify the Buyer in writing that he wishes to meet with him and review the terms of the contract in the light of the said change in commercial conditions. The parties shall meet in good faith to discuss, where appropriate, the appropriate means to reduce or mitigate the effects of such difficulties in an equitable manner for both parties. If it is not possible to reach an agreement, the obligations of both parties will be suspended until such substantial change returns to normal or the Seller has the right to terminate the contract without being obliged to compensate the Buyer.
10. Security, conformity and registered marks
The Buyer handles the Goods as recommended in the Material Safety Data Sheets and/or the Seller's Safety Documentation. In the event that the Buyer is not in possession of such security information, the Buyer will immediately contact the Seller for advice or information.
The Buyer guarantees and undertakes to comply with all applicable laws, including but not limited to anti-corruption, competition, data protection (see also Article 12) and commercial sanctions, and that all applicable measures are in place to ensure that the Buyer complies with those laws. In the event of a breach by the Buyer, the Seller shall have the right to terminate any contract concluded with the Buyer without notice and/or obligation to pay compensation. In the case of such violation by the Buyer, the Buyer shall compensate the Seller for damages and losses from the first claim.
The Buyer will not use the registered trademarks of the Seller, its affiliates and/or the Seller's supplier(s) without the Seller's prior explicit written approval.
11. Miscellaneous
Applicable law and competent courts: the terms and all contracts between the Seller and the Buyer are governed exclusively by French law. The Seller and Buyer explicitly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980). In the event of a dispute, the Metz court in France will have sole jurisdiction to hear the dispute between the parties.
Invalidity: the invalidity or inapplicability of any of the provisions of these conditions shall in no way affect the validity or applicability of the other clauses of these conditions.
Enforcement by Affiliates - Assignment: at the choice of the Seller, a contractual obligation (in part or in whole) may be fulfilled by the Seller or one of its affiliates and/or transferred to one of the Seller's affiliates. The deliveries made in these circumstances may be invoiced by the relevant affiliate and constitute performance by the Seller of this contract. In the event of an assignment, the general terms and conditions of the affiliate will apply
No waiver: no waiver by the Seller of a breach of the contract by the Buyer shall be deemed to constitute a waiver of a subsequent breach of the same or any other provision.
Written amendments: amendments to these terms shall be accepted in writing by the parties.
12. Personal data protection : GDPR
The Seller will comply with the General Data Protection Regulation (EU) (2016/679) or any applicable local regulations. At the Seller and its affiliates, the processing of personal data is authorised, but only for purposes consistent with those for which personal data were collected: (i) the processing of personal data of prospectors, current and former customers; (ii) the administration of customers, the execution of the accounting system, the execution of quality management on the basis of our contractual relationship and/or because of your use of our products and/or services. Customers will be informed by the privacy policies published on our website. As a prospect, current customer or former customer, you can exercise your rights with respect to your personal data: (i) the right to withdraw your consent at any time, (ii) the right of access to personal data, (iii) the right to rectification of incomplete, insufficient or excessive personal data, (iv) the right to erasure of inaccurate personal data, (v) the right to data portability and (vi) the right of opposition.
Applications for the exercise of any of the above rights should be sent to arianeplast@outlook.com