B2B T&Cs

GENERAL CONDITIONS OF SALE B2B – A&M SAS – French Bandit

ARTICLE 1 – APPLICATION AND ENFORCEABILITY OF THE GENERAL CONDITIONS OF SALE

Placing an order implies the buyer's full and unreserved acceptance of these general terms and conditions of sale.
No special condition may, unless formally accepted in writing by the seller, prevail over these general conditions of sale.

Any contrary condition opposed by the buyer will therefore, in the absence of express acceptance, be unenforceable against the seller, regardless of when it may have been brought to his attention. The fact that the seller does not avail himself at a given time of any of these general conditions of sale cannot be interpreted as a waiver of the right to avail himself subsequently of any of the said conditions. The signature by the seller's employees, partners, carriers, sellers and intermediaries of documents on which the buyer's general conditions would be included, will not constitute acceptance of these conditions by the seller, whose general conditions of sale will remain applicable without modification.

ARTICLE 2 – ORDERS
The prices and references of the products shown on the order forms are indicative and communicated for simple information to the customer without any commitment on the part of the seller.
The seller is not bound by orders taken by its sales representatives or employees.
Product prices and references only become final after confirmation by the seller of the applicable price indicated on the order overview sent by the seller.

ARTICLE 3 – RESALE OF DELIVERED GOODS
The goods delivered by the seller may only be resold by the purchaser at retail, and mainly in the stores that he operates directly.

ARTICLE 4 – DELIVERY
Delivery is made by handing over to a carrier at the seller's premises.
The seller is authorized to make deliveries in whole or in part, which cannot be refused.
Delivery times and dates are given for information purposes only and cannot be binding on the seller.
Exceeding delivery times cannot therefore give rise to damages or to the cancellation of current orders.
If the buyer refuses to take delivery of the goods presented, the seller will be entitled, without prejudice to other compensation for damage suffered and lost profit, to compensation of EUR 125/day for storage costs, from the moment the buyer is formally notified by the seller to remove the goods.
All goods, regardless of their mode of transport (free, postage due or cash on delivery, etc.), travel at the risk and peril of the recipient, who is responsible, in the event of damage or shortages, for making any necessary observations with the carrier before taking delivery.

These reservations must be confirmed with the carrier who made the delivery within a maximum of 48 hours following receipt of the packages, with a copy to the seller for information, and this by registered letter with acknowledgement of receipt. If the contract stipulates that the buyer must remove the goods, the latter must respect the agreed deadlines, failing which the seller reserves the right, not only to claim storage compensation (see 3) but also to terminate the sale at the buyer's expense, while retaining the right to damages for loss suffered and lost profit and without prejudice to its right to demand execution of the agreement. The transport document/invoice signed for sight by the buyer will be considered by the seller as acquired for the final delivery of the goods.

ARTICLE 5 – COMPLAINTS AND RETURNS
Without prejudice to the arrangements to be made with respect to the carrier, complaints regarding apparent defects or non-conformity of the product delivered to the product ordered or to the shipping note must be made in writing within eight days of the arrival of the products at the recipient.
It will be up to the buyer to provide any justification as to the reality of the defects or anomalies noted. Under no circumstances may the buyer return goods for examination without being authorized to do so by the seller. The return must then be made upon receipt by the buyer of the return authorization.
In any event, no return of goods will be accepted without the prior written consent of the seller.
If the claim proves justified, the return will be subject to an exchange or credit at the seller's choice.
Any product returned without the seller's consent will be held at the buyer's disposal and will not give rise to the establishment of a credit note. Only goods returned in their original, unlabeled packaging will be accepted by the seller. Transport is organized by the seller.

ARTICLE 6 – PRICE
The prices provided when ordering are for information purposes only and may be modified without notice. The price applicable for invoicing is that indicated in the order overview sent by the seller.
Prices are net, ex-works and excluding taxes.
Unless otherwise agreed in writing by the seller, shipping costs are always the responsibility of the buyer.
Prices will always be communicated without obligation and may be calculated at the rate in effect on the delivery date, even without prior notice. Current prices may not be considered as an offer. In the event of monetary depreciation, the seller reserves the right to adjust the agreed prices to the percentage of the depreciation, even if prior price offers on a purchase order have been made, accepted and signed.

ARTICLE 7 – PAYMENT
Our invoices are payable to A&M bank accounts, according to the terms and conditions stated on the front of the purchase order. Any amount not paid on the due date shown on the invoice will automatically result from the first day of delay in the application of late payment penalties at an annual rate of 18% and a fixed compensation for recovery costs of €40. The costs resulting from unpaid bills of exchange and checks as well as all other judicial or extrajudicial recovery costs will be automatically charged to the buyer. All of these costs are payable upon simple request by the seller. In the event of non-payment, 48 hours after a formal notice has remained unsuccessful, the sale will be automatically cancelled if the seller sees fit, who may request, in summary proceedings, the return of the products, without prejudice to any other damages. The resolution will affect not only the order in question, but also all previous unpaid orders, whether delivered or in the process of being delivered and whether or not their payment is due, if the seller so wishes.

When payment is made in installments, non-payment of a single installment will result in the immediate payment of the entire debt, without prior notice, and also authorizes the seller to no longer deliver goods despite the existence of a possible current contract. The seller reserves the right to demand guarantees, cancel an order, or modify the payment terms, in the event of a postponement of the due date, unpaid bills, poor or doubtful solvency, or in the event of loss of coverage by credit insurance. In the event of non-payment of the full or partial amount of the invoice on the due date without any valid reason, and after an unsuccessful formal notice, the balance due will be increased by 12% with a minimum of 50.00 EURO and a maximum of 15,000.00 EURO even if terms and deadlines are granted. In the event of non-performance by the buyer of his obligations, the sale may be terminated automatically without formal notice, without prejudice to the seller's rights to any damages. The seller's wishes will be sufficiently manifested by sending a registered letter. The fact of drawing and/or accepting bills of exchange or other negotiable documents does not create any novation of debt and does not deviate from the present conditions of sale.

If it appears to the seller that the buyer's credit is deteriorating, in particular if there are legal enforcement measures taken against the buyer and/or in the event of events that call into question the proper execution of the commitments made or make them impossible, the seller reserves the right, even if the goods have already been fully or partially shipped, to suspend the order in whole or in part and to demand the necessary guarantees. In the event of refusal by the buyer, the seller reserves the right to cancel the order in whole or in part. All this without prejudice to the seller's rights to any damages.

When the buyer cancels an order or fails to meet its obligations, the seller reserves the right to demand execution of the order or compensation amounting to 30% of the value of the goods ordered, regardless of the various proven damages suffered by the seller following the buyer's breach of contract. The parties expressly agree that in the event that the customer cancels one or more previous orders or fails to pay one or more invoices on the due date, the contracts relating to the next deliveries will be terminated automatically and without notice to the disadvantage of the customer-buyer, in which case the latter will be liable to the seller for a fixed compensation representing 30% of the amount of these orders, without prejudice to the seller's right to demand higher compensation if the actual damages exceed 30%. The buyer accepts that differences may occur in the colors of the products. Any color nuances will in no way be attributable to the seller. Unless otherwise agreed, transport, insurance, customs clearance and other costs are not included in the price.

ARTICLE 8 – TRANSFER OF RISKS

The transfer of risks on the products, even in the event of a sale agreed free of charge, takes place upon dispatch from the seller's warehouses.

ARTICLE 9 – RETENTION OF TITLE
The goods subject to this contract are sold with a clause expressly subordinating the transfer of their ownership to full payment of the price in principal and accessories.
It is understood that the simple delivery of a title creating an obligation to pay, draft or other, does not constitute payment within the meaning of this clause, the original claim of the seller on the buyer subsisting with all the guarantees attached to it, including the retention of title until said commercial paper has actually been paid. The above provisions do not prevent, upon shipment of the goods, the transfer to the buyer of the risks of loss or deterioration of the goods subject to retention of title as well as any damage they may cause.
The buyer must take out an insurance policy covering all goods necessary for its business, including those that it does not own. It undertakes to maintain its guarantees until the transfer to its benefit of ownership of the goods sold. In the event of seizure or any other intervention by a third party on the goods, the buyer must imperatively inform the seller without delay in order to allow it to oppose it and preserve its rights.
The purchaser is also prohibited from pledging or assigning ownership of the goods as security. In the event that the seller repossesses the claimed goods, the purchaser is obliged to compensate for any loss resulting either from the depreciation of the goods or from their unavailability.
The buyer is obliged to maintain the purchased goods in their original condition. The buyer will owe, as a penalty clause, compensation set at 20% of the invoiced price per month of detention of the returned goods.

ARTICLE 10 – DISPUTE AND JURISDICTION
In the event of a dispute of any nature, or a contestation relating to the formation or execution of the order, the Commercial Court of Paris shall have sole jurisdiction, unless the seller prefers to refer the matter to any other competent court.
This clause applies even in the event of summary proceedings, incidental claims, or multiple defendants or third-party claims, and regardless of the method and terms of payment, without the jurisdiction clauses that may exist on the buyers' documents being able to prevent the application of this clause.

ARTICLE 11 – COUNTERFEITING AND UNFAIR COMPETITION
A&M holds all intellectual property rights (including but not limited to: copyright, trademarks, designs or models) on the models, products and goods that it markets. Under no circumstances will the transfer of ownership of the goods to the buyer call into question the ownership of these rights. The transfer of ownership of the goods does not entail any transfer of the intellectual property rights relating thereto.

The buyer is prohibited, under penalty of prosecution before the civil or criminal courts, from reproducing in whole or in part the models, products or goods that he has purchased or viewed.
It is also prohibited from transmitting to any third party information allowing the total or partial reproduction of models, products or goods originating from the seller.
The buyer must also inform the seller immediately if he becomes aware of any act of unfair competition or parasitism or any infringement of the intellectual property rights held by the seller, as well as any protest raised by a third party, alleging violation of his own intellectual property rights in respect of the goods sold.

ARTICLE 12 – ADVERTISING MATERIAL
Any advertising material entrusted to the buyer remains the property of the seller and may not be moved or transferred. It may only be used with the seller's agreement, the latter reserving the right to take it back at any time, without notice or compensation.