GENERAL SALES CONDITIONS
1. Scope: The purpose of these general conditions of sale is to define the terms of the relationship dealing with the sale of products and the performance of services that apply between the company ARMOR, acting under its commercial name ARMOR IIMAK (hereinafter referred to as “the Vendor”) and its clients (hereinafter referred to as “the Purchaser”). These general conditions of sale may be modified at any time by the Vendor.
2. Orders: All orders must be confirmed in writing by the Purchaser to the Vendor and imply the full and unconditional acceptance by the Purchaser of these standard terms and conditions of sale. Any request for modification or cancellation of order made by the Purchaser can only be taken into consideration by the Vendor if the said request reaches the Vendor in writing prior to performance of the services and/or manufacture and/or shipment of the products, as the Vendor chooses. If the Purchaser modifies or cancels an order with the Vendor’s agreement, any deposits or payments in advance can only be returned in their equivalent value in products. There will be no refund.
3. Delivery and transportation: The delivery times that apply are shown on the acknowledgements of order and are determined according to the Vendor’s work schedule. Failure to meet the delivery times given on the acknowledgements of order does not give any right to compensation and damages, retention of payment, cancellation of the orders in progress, indemnity or penalties of any nature. Unless otherwise agreed between the Vendor and the Purchaser, deliveries are understood to be EXW Departure Vendors Factory/Stores by the Vendor placing the products at the Purchaser’s disposal. The Vendor holds an “Authorised Economic Operator” (AEO) certificate delivered by Customs. This status allows operators to facilitate custom proceedings and security controls. In this context, the products transported by order of the Vendor are protected against unauthorized intrusion during transport and staff engaged in the transportation of these products must be reliable in terms of safety and/or preference approval holder “Authorized Operator”.
4. Product packaging: Any specific packaging required by the Purchaser will be subject to additional invoicing.
5. Complaints: Without prejudice to any claims against the carrier, any complaints relating to apparent defects or non-compliance on the order or on the delivery slip of the service performed and/or the product delivered must be made in writing within eight (8) days of the products arriving at destination or of the performance of the service. For all complaints, it is the responsibility of the Purchaser to supply all proofs as to the reality of the defects or anomalies recorded, it being specified that the Purchaser must grant the Vendor every facility to ascertain the said defects or anomalies and remedy the same. Any return of products must be the subject of a formal agreement between the Vendor and the Purchaser and the products must be returned within fifteen (15) days of the said agreement. Product returns are made at the cost and liability of the Purchaser or the Vendor depending on whether the situation giving rise to the complaint is attributable to one or the other. Any complaint having given rise to an agreement between the Purchaser and the Vendor will entail the issuance of a credit note in favour of the Purchaser after the products returned to the Vendor have been checked, to the exclusion of any compensation or damages.
6. Warranties: The products are warranted for one (1) year against any manufacturing defect and any defect in normal conditions of use.
7. Force majeure: In case a force majeure event occurs as set out in article 1218 of the French Civil code and case law, the Vendor shall be relieved from its duty to perform its obligations under the contract and from any liability in damages or from any other contractual remedy. The Vendor will give notice to the Purchaser within best delays. Where the duration of the situation lasts more than 30 (thirty) days, the Vendor will be entitled to terminate the contract automatically, without notice or compensation
8. Prices: The prices are those applying to any new order it being specified that no retroactive price modification may take place. The Vendor reserves the right to modify its rates subject to reasonable notice. All taxes, levies, duties or other charges due under legislation and regulations in France or in the importing country or the transit country or countries are at the Purchaser’s charge.
9. Hardship: The Parties expressly agree to set aside statutory hardship provisions set out in article 1195 of the French Civil code. The Parties agree to negotiate alternative contractual terms which reasonably allow to overcome the consequences of any event (such as, but not limited to, increase of raw material prices) which has rendered performance of contractual duties excessively onerous for the Vendor, is beyond its reasonable control, had not been taken into account at the time of the conclusion of the contract, and could not reasonably have been avoided or overcome. If negotiation should fail within a 30 (thirty) days period, the Vendor will be entitled to terminate the contract automatically, without notice or compensation.
10. Settlements: Regardless of the methods of settlement, the place of payment is fixed at the Vendor’s registered office. Payment must take place in the currency stipulated on the invoice. Unless expressly agreed otherwise between the Vendor and the Purchaser, all invoices are payable at thirty (30) days date of invoice. As all conditions of payment are absolute, the failure to pay a single invoice or a single instalment in the event of staggered payments or to honour a single bill or agreed means of payment, renders all debt-claims that the Vendor may hold over the Purchaser legally and immediately due and payable, or in the event of default as the case may be, after ten (10) days notice by recorded delivery letter with advice of receipt has remained without effect. In the event of late payment, the Vendor may unilaterally suspend all current or future deliveries, without prejudice to all other legal remedies to which it may have recourse against the Purchaser. Any payment after the date of settlement shown on the invoice will legally entail late payment penalties without a reminder being necessary, equivalent to the European Central Bank refinancing rate in force on the 1st of January during the 1st half-year and in force on the 1st of July during the 2nd half-year of the year in question, plus ten (10) percentage points. The Purchaser must pay a fixed charge of forty (40) euros for recovery costs. Moreover, he must reimburse all the costs higher than the fixed charge above mentioned incurred in recovering the sums due through the courts, including all fees of court officers and attorneys. In no case may payments be suspended or the subject of any offsetting of accounts whatsoever without the Vendor’s prior written agreement. Any part payment will be applied first to those sums on which payment has been collectable the longest. Any deterioration in the degree of solvency of the purchaser for any reason whatsoever shall entitle the Vendor to require the Purchaser to pay cash before carrying out any orders received. No discount shall be granted for advance payment.
11. Reservation of title: THE PRODUCTS ARE SOLD SUBJECT TO A RESERVATION OF TITLE CLAUSE THUS SUBORDINATING THE TRANSFER OF OWNERSHIP TO PAYMENT IN FULL OF THE PRINCIPAL PRICE AND INCIDENTALS SHOWN ON THE INVOICE CORRESPONDING TO THE SALE. Failing payment by the Purchaser of all or part of the price at due date, the Vendor may accordingly legally require the products to be returned and without formality, at the cost, risk and liability of the Purchaser, without such return being equivalent to the cancellation of the sale, if the Vendor sees fit. The Purchaser must take out insurance covering risks arising with effect from delivery of the products. So long as the price has not been paid in full, the Purchaser must identify the products delivered separately and not combine them with other goods of the same nature originating from other suppliers. Failing which, the Vendor may either ask for reimbursement or take back the products still in stock. In the event of an attachment order or other third-party intervention on the products, the Purchaser must absolutely and without delay inform the Vendor thereof in order to enable it to oppose the same and preserve its rights. Moreover, the Purchaser agrees not to assign products sold subject to a reservation of title clause as a pledge or as security.
12. Intellectual property: The trademark ARMOR especially, range names, domain names and patents are protected in France and in certain foreign countries by the Vendor and/or its affiliates. The trademark ARMOR is a guarantee of the quality of the products delivered by the Vendor. The Vendor would kindly ask its Purchasers to bring its attention to any infringements or improper uses of its name, domain name, trademarks, patents, products and/or services.
13. Protection of personal data : Please consult the personal data protection Policy of the Vendor, available on its website and on request.
14. Settlement of disputes: Contracts entered into pursuant to these general conditions of sale are governed by the law of France. If, during the contract, the Parties meet a dispute, they commit to do everything to reach an amicable settlement together with the support of the ARMOR Group internal mediator to search the solution the most adapted to the resolution of the dispute.
Here is the e-mail contact address: mediateur@armor-group.com to activate the amicable step. The mediator undertakes to answer within 10 (ten) days. If this step fails within 30 (thirty) days after the mediator#s answer, the commercial court of Nantes will be sole competent, even in the event of plurality of defendants, additional claim or claim for contribution from a third party.
