> Terms and Conditions> General terms and conditions of sale

ARJOBEX
GENERAL TERMS AND CONDITIONS OF SALE


1. CONDITIONS
In these Conditions where the context admits:
Conditions” means the terms and conditions of sale set out in this document and any special terms and conditions agreed in writing by the Seller.
Customer” means the person who buys or agrees to buy the Products from the Seller.
Online Account” means the online personal account opened by the Customer on the Website containing information relating to Orders placed by the Customer, confirmation of Orders and the delivery status of Products ordered.
Online Orders” means all Orders for Products placed by Customer through the Website.
Order” means any purchase order placed by Customer with the Seller, whether through Online Orders or negotiations with representatives of the Seller.
Products” means the articles which the Customer agrees to buy from the Seller and/or any service to be performed by the Seller. “Seller” means ARJOBEX, a French company with its registered office at 32, avenue Pierre Grenier, 92100 Boulogne-Billancourt, France, registered under Nº 355 766 454.
Website” means the Seller website : www.webstorepolyart.com

2. GENERAL
2.1 These Conditions shall govern all sales by the Seller. Any different or additional terms are hereby expressly excluded except if specifically agreed to in writing by a duly authorised officer of the Seller prior to the conclusion of any contract and save that the terms and conditions and other matters appearing on the face of the Seller’s quotation and acknowledgement of order shall, wherever the same are incompatible with these Conditions, to that extent and no further overrule these Conditions. No employee or agent of the Seller has the power to vary these Conditions orally or to make representations or promises about the condition of the Products or their fitness for any purpose or any other matter whatsoever.
2.2 The placing of an Order constitutes acceptance by the Customer without reservation of these Conditions and the waiver by the Customer of its own general conditions of purchase contained or referred to in the Customer's Order or correspondence or in any other commercial documentation irrespective of when these conditions are received by the Seller.

3. ORDERS
3.1 All Orders which are not issued through the Website shall contain the following information:
(i) full Customer name and address, the invoicing address and the delivery address (if different to the invoicing address), and the e-mail address of the person placing the Order;
(ii) the Product reference and the quantities requested.
3.2 If a Product is not listed on the Website, the Customer shall indicate the following additional information in its Order :
(i) Product description by reference to a particular category, brand or Product previously supplied;
(ii) Product measurements: width, diameter and interior diameter of core for reels and dimensions for sheets.
3.3 No Order shall be deemed accepted by the Seller until (i) it has given written notice of acknowledgement of the Order ; or (ii) (if earlier) the Products are despatched to the Customer. The Seller will acknowledge Online Orders through the Online Account and all other Orders by e-mail.

4. TECHNICAL DATA
All drawings, descriptive matters, price lists or advertisements whether or not supplied with a quotation or tender are indicative only and are intended merely to give a general idea of the Products described therein and shall not form part of the contract between the Seller and the Customer.

5. PRICES
5.1 Prices indicated on the Website and/or quoted by the Seller are subject to review for errors and omissions at any time. Prices are inclusive of the Seller’s standard packing and delivery unless otherwise specified in the acknowledgement of order and exclusive of VAT. The Seller reserves the right to invoice the Customer for any additional packing costs incurred in meeting any special packing requirements of the Customer.

6. DELIVERY
6.1 The Seller will endeavour to deliver the Products to the Customer in metropolitan France by the delivery dates indicated on the Website or otherwise in its acknowledgement of order. Extra time will be allowed for deliveries outside France. An express delivery option is available for Online Orders for deliveries within the European Union.
6.2 The delivery terms for Online Sales to be delivered within the European Union will be DDP or DDU (Incoterm 2010) and will be agreed by the parties on a case by case basis for Orders for delivery outside the European Union. If no delivery terms are agreed by the parties, the Orders shall be deemed to be delivered EXW (Incoterm 2010).
6.3 In case of any delay in delivery, the Customer shall not be entitled to cancel the Order and the Seller shall not be liable in any way for any loss or damage whatsoever including but not limited to liquidated damages unless otherwise agreed in writing by a duly authorised representative of the Seller and provided that the aggregate compensation due to the Customer for such delay shall not exceed 5% of the total net price of the Products in respect of which delivery has been delayed. The Seller shall in no event be liable for any loss, damage or the payment of liquidated damages for delays resulting from events of force majeure, as defined in Condition 7 below.
6.4 The Seller reserves the right to effect delivery in one or more instalments and to deliver a separate invoice in respect of each instalment. Where Products are delivered in instalments, the contract shall be severable and each instalment shall be deemed to constitute a separate contract. No default by the Seller in respect of one or more instalments shall entitle the Customer to treat the contract as repudiated or discharged.
6.5 Delivery schedules signed by or on behalf of the Customer shall be conclusive evidence of receipt of the Products described therein. The Customer shall note any claim for short delivery or for damage to the Products on the related delivery schedule at the time of delivery or collection and shall confirm such claims in writing to the Seller’s Head Office within five working days from the date of delivery. Provided the Customer has notified the Seller within the stated five working day time limit, the Seller will arrange for collection of any damaged Products. If short delivery occurs the Customer shall not be entitled to reject the Products and shall accept the Products delivered as part performance of the contract.

7. FORCE MAJEURE
Deliveries may be partially or totally suspended by the Seller during any period in which it may be prevented from manufacturing, supplying or delivering the Products by normal route or means of delivery, due to any circumstances beyond its reasonable control including (without limitation) strike, lock-outs or differences with workmen, civil disturbances, war, Queen’s enemies, Act of God, storm, flood, tempest, seizure, arrest or requisition of the Products or of the raw materials from which they are ordinarily made, government requirements, quota or licence restrictions, shortage or delay in obtaining fuel, power, materials or labour. If the total or partial suspension of delivery exceeds two months the related order may be cancelled by either party by written notice. The Seller shall not incur any liability arising out of its failure to deliver which is directly or indirectly attributable to any such event or events.

8. PAYMENT
8.1 Payment is due in accordance with the payment terms agreed by the Seller and the Customer in writing. In the absence of any agreed terms, payment terms shall be no later than 60 days after the date of issue of the Seller’s invoice.
8.2 If the Customer does not pay on the day when payment is due the Seller shall be entitled to charge interest at the rate of 10% (10 percent) over the EURIBOR (Euro Interbank Offered Rate) three (3) month rate from to time in force to run from the due date for payment of the accounts until receipt by the Seller of the full invoiced amount.
8.3 In addition to the Seller’s remedies under Condition 8.2 if any payments due to the Seller by the Customer are not made on the due dates the Seller shall be entitled to require immediate payment for all Products delivered under any other orders placed by the Customer with the Seller.
8.4 The Customer shall not be entitled to withhold payment of any amount payable to the Seller because of a disputed claim of any nature nor shall the Customer be entitled to set off against any amount payable under any order placed with the Seller any amount which it claims is owed to it by the Seller.
8.5 If it is necessary for the Seller to instruct solicitors and/or a debt recovery agency to effect recovery of the amounts outstanding, then all costs and expenses incurred by the Seller and their representatives in so doing shall be borne by the Customer.

9. PASSING OF PROPERTY AND RISK
9.1 Risk in the Products and title in Products acquired through the Website shall pass to the Customer on delivery. In respect of Products which are not acquired through the Website, title in such Products shall pass when the Seller has received full payment from the Customer.
9.2 Until property in the Products which are not acquired through the Website passes to the Customer in accordance with Condition 9.1, the Customer shall hold the Products on a fiduciary basis as bailee for the Seller and shall not permit any charge or lien whatsoever to be created over any property of the Seller. The Customer shall store the Products separately from all other goods in its possession and marked in such a way that they are clearly identifiable as the Seller’s property. The Customer shall insure and keep insured the Products to their full value against “all risks” until the date that property in the Products passes to the Customer and shall upon reasonable notice furnish the Seller with satisfactory evidence that adequate policies of insurance are being maintained and that the premiums are paid up to date.
9.3 Where the Customer resells the Products before payment in respect thereof has been received in full by the Seller, the Customer shall hold as trustee for the Seller all monies recovered from the sale of those Products. Until property in the Products passes to the Customer the entire proceeds of sale or otherwise of the Products shall be held on trust for the Seller and shall not be mixed with other monies or paid.
9.4. The Customer’s right to possession of the Products shall cease if the Seller’s rights under Condition 10 become exercisable and in such event, the Seller shall be entitled to enter upon any premises where the Products are stored or where they are reasonably thought to be stored and take possession of the same.

10. CUSTOMER’S DEFAULT
10.1 In the event of any of the following:
(i) the Customer fails to pay for the Products by the due date;
(ii) the Customer fails to pay any other debt due and payable to the Seller;
(iii) the Customer fails to take delivery of the Products;
(iv) the Customer commits any breach of these Conditions or the contract; or
(v) the Customer makes any arrangement with or composition for the benefit of its creditors, any petition for the winding-up of the Customer (being a limited Seller) is passed or presented (other than for the purposes of amalgamation or reconstruction) or (being an individual or partnership) bankruptcy proceedings are commenced, or if a receiver or administrative receiver, administrator or manager is appointed over the whole or any part of the Customer’s business;
then the provisions of Conditions 10.2, 10.3 and 10.4 shall apply.
10.2 All sums outstanding in respect of any Products supplied by the Seller (whether or not such sums have become due for payment), shall immediately become payable.
10.3 The Seller may in its absolute discretion and without prejudice to any other rights it may have:
(i) suspend all deliveries of Products under any Order and/or terminate such cOrder without further notice and liability on its part;
(ii) require payment of all sums due at a compound rate of 3% per month from the date when payment for the Products in question becomes due to the date of actual payment.
10.4 The Customer shall immediately place any Products in its possession or under its control at the Seller’s disposal and the Seller’s representatives shall have (without prejudice to any of its other rights and remedies) the right to enter the Customer’s premises and retake possession of such Products.

11. REPLACEMENT OF PRODUCTS
11.1 The Customer will undertake a thorough inspection of the Products upon delivery. The Seller agrees to replace free of charge any Products which are damaged or defective provided the Seller receives written notice of any non-conformance or defect in the Products within five (5) working days of receipt in accordance with Condition 6.5 above, or, where the defect is not apparent on thorough inspection, within four (4) month of receipt of the Products by the Customer. The Seller shall not be liable to replace any Products which have been stored or used other than in strict accordance with the Seller’s specifications and instructions, or if the Customer has used or processed more than ten per cent (10%) of a defective batch of Products.
11.2 The only obligation of the Seller is to replace Products which are found to be defective in accordance with and subject to Condition 11.1 above. The Seller shall not be liable for any other costs including but not limited to transport, reworking of goods and of all and any other related expenses all of which shall be borne by the Customer.
11.3 The Seller shall be under no obligation to replace any Products that have not been paid for in full by the Customer.
11.4 The obligations of the Seller set forth herein may be enforced by the Customer only. It is agreed that The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Conditions.

12. LIMITATION OF LIABILITY
12.1 The obligations of the Seller defined in Conditions 11.1 and 11.2 above set out the entire liability of the Seller in respect of the sale of the Products and shall be to the exclusion of all other liability to the Customer whether contractual, tortious or otherwise for defects in the Products or for any loss or damage to or caused by the Products, and all other conditions or warranties whatsoever concerning the Products, whether express or implied, by statute, at common law or otherwise, are hereby excluded; in particular (but without limitation of the foregoing) the Seller grants no warranties regarding the fitness for purpose, performance, use, nature or quality of the Products.
12.2 The Seller’s aggregate liability arising out of or in connection with any Order or contract which may be formed whether based on breach of contract, statutory warranty, the law of tort or negligence, or otherwise, shall in no event exceed, in addition to the provision of replacement Products, 20% of the purchase price of the Product with respect to which any related claim or series of related claims may be made.
12.3 The Seller shall not be liable whether by way of indemnity or by reason of any breach of contract or in tort (including but not limited to negligence) for any indirect, special, incidental or consequential losses or damage such as loss of use of the Products, loss or alteration of data, damage to reputation, loss of profit or any other financial or economic loss or damage whatsoever save that nothing in this Condition 13.3 shall affect either party’s liability for death or personal injury to any person caused by the negligence of such party, its employees, or authorised agents.

13. PROPER LAW
These Conditions and the sale of the Products pursuant thereto shall be governed by the laws of England (excluding its rules of conflict of laws) and the parties submit to the exclusive jurisdiction of the competent courts of England and Wales.