1 Scope of application / Applicability

These general terms and conditions of sale (hereinafter referred to as the GTCS) apply to all orders placed by a professional customer (hereinafter referred to as the Buyer) with LINVOSGES (hereinafter referred to as the Seller) for products as defined below. By placing an order directly or through our sales force, you accept these terms and conditions without reservation. In accordance with article L441-6 of the French Commercial Code, the terms and conditions of sale are the sole basis for commercial negotiation. The GTCS also include the terms and conditions of sale, which are an inseparable part of the GTCS. The Seller may grant special conditions to the Buyer, which shall supplement and/or modify the GTCS. Unless expressly waived in writing, the GCS take precedence over any provisions to the contrary included in documents issued by the Buyer, regardless of the time at which they were issued.
have been brought to the attention of the Seller. The Seller is not obliged to accept purchase conditions or requests from the Buyer which would be manifestly abusive or which would subject the Buyer to obligations creating a significant imbalance between the rights and obligations of the parties. The fact that the Vendor does not, at a given time, take advantage of the GCS, cannot be interpreted as a renunciation to take advantage of them at a later date. In the event of a conflict between the content of a clause and
its title, the content will prevail. In the event that one or more of the clauses herein should be null and void, its nullity shall not affect the other provisions, which shall continue to apply. Any handwritten modification is deemed null and void and not opposable to the Vendor. Reservations or modifications appearing on the order may not be invoked against the Vendor unless the latter has expressly agreed to them, even in the absence of specific mention in the acknowledgement of receipt.

2 Products

These terms and conditions apply to orders placed for all LINVOSGES branded product ranges (below).
hereinafter referred to as the Products). The Vendor reserves the right to make any changes it deems necessary to its Products at any time, and in particular to modify, without prior notice, the models defined in its prospectuses and catalogs. The innovation, quality and technical nature of our products require the intervention of specialized and competent professionals, not only to fully satisfy the user, but also to ensure his or her safety in using the product.

3 Control

Orders are not final until they have been confirmed in writing by the Vendor, who may refuse or modify the terms of the order. Any request for modification of the initial accepted order is subject to the Vendor’s express prior agreement. The Vendor reserves the right not to accept any order presenting an excessive financial risk or from a buyer who has not fulfilled all his obligations arising from previous business or who has behaved unfairly or contrary to commercial practice towards the Vendor. No basic order under 150 euros will be accepted.
account. No basic order below a minimum amount specified in the pricing conditions will be taken into account. All orders received after this date will be considered as restocking orders and treated as such. Buyers who have not placed a basic order will not be able to place replenishment orders. Furthermore, the Seller reserves the right to refuse restocking orders for very small quantities of Products. For basic orders, the Buyer has a cancellation period of ten days from the date the order confirmation is sent by the Seller. To be taken into account, this cancellation must be the subject of a written document sent by the Buyer to the Seller within this period. No cancellation is possible for other orders, such as restocking or orders for specific Products.

4 Delivery / Transfer of risk / Complaints

4.1 Delivery – Availability of Products

Unless otherwise expressly agreed by the Vendor, delivery is effected by making the order available at the Vendor’s warehouses. The Vendor will use its best efforts to ensure delivery, within the timeframe requested by the Buyer, of regularly accepted orders. However, delivery times are given as an indication only. Consequently, exceeding deadlines cannot give rise to damages or the cancellation of orders in progress. However, if
thirty days after an unsuccessful formal notice, the Products have not been delivered for any reason other than force majeure, the sale may be cancelled at the request of the Buyer. The Buyer may obtain, where applicable, the return of his deposit, to the exclusion of any other form of compensation or damages.

4.2 Transfer of risk

The transfer of risks takes place as soon as the carrier takes charge of the products in the Seller’s warehouses. Whatever the method of shipment or delivery, Products travel at the Buyer’s risk. In the event of damage or shortage, it is the Buyer’s responsibility to make any necessary claims on the transport receipt and to confirm his reservations by registered letter with acknowledgement of receipt to the carrier within 48 hours of receipt of the Products. In order to preserve his rights in the event of damage, total or partial loss, disappearance of all or part of the goods, theft or other causes, the Buyer must make precise and reasoned reservations on receipt and confirm these with the last carrier in accordance with the procedures laid down by national law in the case of internal transport or international conventions (Geneva Convention known as CMR, etc….) for international transport.

4.3 Complaints

Without prejudice to the measures to be taken with regard to the carrier, as set out above, any dispute or claim made by the Buyer concerning the conformity of the delivery to the order, the conformity of the Products or apparent defects concerning the latter must also be made in writing to the Seller within a maximum period of 48 hours following receipt.

5 Reservation of title

It is expressly agreed that the Seller retains ownership of the Products delivered until full payment of the price in principal and accessories, including in the event of transport of the Products to a store or warehouse other than that of delivery. Non-performance by the Buyer of its payment obligations, whatever the cause, in particular in the event of insolvency proceedings, shall automatically entitle the Seller to demand the return of the Products at the Buyer’s expense at the Seller’s first request.
This stipulation does not preclude the transfer of risk to the Buyer upon acceptance of the Products in the Vendor’s warehouses, and the Buyer shall be liable for any loss, theft or deterioration thereof. In this respect, the Buyer undertakes to take out an insurance policy covering these risks of loss, theft or deterioration, even in the event of force majeure, the said policy having to provide for the subrogation of the Seller in the Buyer’s rights and the direct payment of insurance indemnities to the Seller. The Buyer
undertakes to keep the Vendor informed of any change in its situation, and in particular of the opening of safeguard, receivership or liquidation proceedings, in order to enable the Vendor to exercise its right to reclaim the Products in accordance with the legal provisions applicable in this respect. The Buyer shall also inform the Vendor of any threat, action, seizure, requisition or challenge that may call into question its ownership of the Products. In the event of a breach of these obligations, the Vendor may notify the Buyer of the cancellation of the sale at the latter’s expense. The Buyer shall ensure that identification of the Products is always possible. Failing this, the Products in stock will be presumed to be those which have not been paid for.

6 Sales prices

Prices are exclusive of tax, ex works, plus shipping. Any taxes, duties or other charges payable in application of national legislation or that of a third country shall be borne by the Buyer. Products are invoiced on the basis of the pricing conditions in force on the day of the order. Product prices are based on economic and market conditions that are subject to change. The right to deferred price reductions will only be acquired if the conditions laid down are met and only after full payment, both in principal and in accessories, of the Products to which they relate. No claim relating to the contractual and commercial relationship with the seller, of any nature whatsoever, and in particular relating to the price paid, to discounts, rebates or refunds, to services provided by the Buyer and in particular to commercial cooperation, as well as to their invoicing, may be presented by the Buyer after the expiry of a maximum period of 3 months after the order. After this deadline, no request will be considered.

7 Terms of payment

7.1 Payment terms

Invoices are paid within 30 days of the invoice date. As an exception to the above principle, the terms of payment are as follows:

• In the case of a new Buyer, payment is stipulated in cash. This regulation will apply for a period of twelve months following the first order, unless a derogation is expressly justified and accepted by the Vendor.
• If the Buyer’s financial guarantees are deemed insufficient, particularly with regard to credit insurance, the Seller reserves the right to deliver the products against cash payment without discount.
• Likewise, the Seller reserves the right at any time, depending on the risks involved, to set a ceiling on the Buyer’s outstanding debts.
• For all orders over 1000 euros, or for special production orders with no minimum order, the purchaser must pay a deposit of 30% at the time the order is placed.
• Any deviation from these terms of payment must be accompanied by objective and justifiable compensation and must be the subject of the Vendor’s prior written agreement.

7.2 Method of payment – Discount

Invoices are payable at the Seller’s registered office:

• By cheque or bank transfer.
• Or by promissory bill.
• Or by bill of exchange raised on the seller’s initiative.
• A discount of 2% will be granted when full payment is made in cash, i.e. within 10 days of receipt of invoice. Payment by set-off is not permitted, except with the prior written agreement of the Seller. The Buyer may only make a deduction from the payment amount with the express prior agreement of the Seller.

7.3 Factoring

The Seller reserves the right to assign invoices to a factoring company. In this case, payment of the invoice must be made to the factor, who is subrogated to the rights and actions of the Seller.

7.4 Non-payment or late payment

Failure to pay on the agreed due date, regardless of the method of payment, renders all the Seller’s claims, even those not yet due, immediately payable. Any invoice not paid by the due date will also result in :

• A late payment penalty calculated on the basis of the ECB’s refinancing rate plus ten points shall be payable automatically and without prior notice.
• The payment of a fixed indemnity of €40 for collection costs, in accordance with the Decree of October 2, 2012.
• Suspension of deliveries until full payment of sums due, without any compensation being claimed.
• The payment, as a penalty clause, of an indemnity fixed at 10% of the amount including VAT of the sums still due.
• At the Vendor’s option and in application of the retention of title clause stipulated in Article 5 above, the Vendor may also demand the return of
  of the Products concerned.

8 Product returns

No return of Products will be accepted by the Seller except where returns of Products are expressly specified in the special conditions or where the Seller has given its prior written consent.

9 Contractual warranty

Without prejudice to applicable legal provisions, Products are guaranteed against defects in materials or workmanship for a period of two years from the date of sale to the consumer, proof of purchase being proof of purchase. The sole obligation of the Vendor shall be the replacement or repair of the Product or the
parts of the Product recognized as defective by the seller’s after-sales service. Any shipping costs are at the Buyer’s expense. Non-compliance with the instructions for use releases the Seller from all warranty obligations. Excluded from the warranty are damages resulting from deterioration in transit, modification of the product, negligence, accident, normal wear and tear or misuse. It is the Buyer’s responsibility to inform his customers of the duration and conditions of the warranty offered by the Seller, as well as of the risks incurred in the event of failure to comply with the rules governing intervention on the Product.

10 Force majeure

Neither party may be held liable for breach of contract resulting, for either party, from an event of force majeure, i.e., any event beyond the control of either party, which could not be reasonably foreseen when the contract was concluded and whose effects cannot be prevented or avoided by appropriate measures, preventing the performance, in whole or in part, of the present contract. The party suffering from the force majeure event shall notify the other party as soon as possible of its inability to fulfil its contractual obligations as a result of the force majeure event, specifying the nature of the event.

11 Brand image

The Buyer undertakes not to damage, by any means whatsoever, the image of the Products, their brand or their quality. Without prejudice to the other provisions of the GCS, in the event of a breach by the Buyer of the obligations arising from this article, the Seller may immediately suspend all deliveries of Products to the Buyer until the damage caused has been fully rectified and made good, without prejudice to any actions that may be brought to obtain compensation.

12 Intellectual property rights

The Buyer has no intellectual property rights (trademarks, patents, designs and models, copyrights, etc.) on the Products, materials, advertising documents or packaging of Products belonging to the Seller. In particular, the Buyer may only use the Seller’s distinctive signs with the Seller’s prior written consent and subject to compliance with the rules governing the use of logos belonging to the Seller (dimensional characteristics, typography, colors, etc.). The information, graphics, drawings and photographs appearing in the Vendor’s catalogs and the documents on the Vendor’s website are purely indicative and in no way binding on the Vendor, who may modify them at any time.

13 Personal data

For the purpose of fulfilling orders, the following personal data of the Buyer has been collected and will be processed by the Seller: surname, first name, business address, business e-mail address, business telephone number. Personal data is processed for the following purposes: contract/order fulfillment, overall customer relationship management, order taking, order tracking, delivery tracking, invoice payment and reminders, annual negotiations. Access to the customer’s personal data is strictly limited to LINVOSGES employees authorized to process such data by virtue of their duties. Personal data will be kept for as long as the commercial relationship is maintained and for 10 years after the end of the commercial relationship. It will not be hosted or transferred outside the European Union (except for non-EU customers). The data is then archived. Throughout the storage of personal data, LINVOSGES makes every effort to ensure their confidentiality and security, in order to prevent their damage, deletion or access by unauthorized third parties. In accordance with the General Data Protection Regulation, customers have the right to access, rectify, delete, oppose, limit and port their personal data, which they may exercise by contacting their usual contact or directly at dpo@linvosges.com. In the event of a dispute concerning their personal data, the customer will
also has the right to refer the matter to the competent authority in his or her country (in France, the CNIL or its equivalent in other countries).

14 Disputes / Applicable law and jurisdiction

The present terms and conditions and the commercial relationship in general are governed by French law. In the event of a dispute, the parties will endeavor to resolve their differences amicably. In the event of persistent disagreement, the courts of Epinal (France) shall have exclusive jurisdiction, even in the event of multiple defendants, warranty claims, appeal, etc.
or jurisdiction clause to the contrary.