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GENERAL SALES CONDITIONS
Iris Ohyama France, a simplified joint stock company with a single shareholder, with a share capital of 10,000,000 euros, registered in the Nanterre Trade and Companies Register under number 829 144 161, whose head office is located at 990, avenue Marguerite Perey in Lieusaint (77127).
1. General
In these general conditions of sale, unless the context requires a different definition, the following words and expressions, whether in the singular or plural, will have the meaning established below:
1.1 "Customer" means the party who places the order with the company Iris Ohyama France;
1.2 "GTC" designate the present general conditions of sale of the company Iris Ohyama France;
1.3 “Order” means the order for Products / services placed by the Customer with the company Iris Ohyama France, in any form whatsoever, in particular in paper format or in electronic format via the website of the company Iris Ohyama France;
1.4 “Order Confirmation” means acceptance of the Customer's Order by Iris Ohyama France made in writing, including electronically;
1.5 “Contract” means the agreement between the Customer and the company Iris Ohyama France relating to the supply of the Products / services;
1.6 “Iris” designates the company Iris Ohyama France;
1.7 “Offer” means the sales proposal sent by the company Iris Ohyama France to the Customer;
1.8 “Products” designate all equipment, parts, materials and associated services offered by the company Iris Ohyama France to the Customer.
2. Application of the GTC
2.1 The general purchasing conditions of the Customer are inapplicable to the relations between Iris and the Customer, with the exception of the conditions relating to the quality and delivery of the Products and subject to Iris' agreement on these conditions.
2.2 These T & Cs apply to all legal relationships under which Iris acts as a (potential) seller and / or supplier of goods and / or services.
2.3 The GTC may be modified by special conditions agreed in writing between Iris and the Client.
2.4 Iris reserves the right to make any modification to these T & Cs. If applicable, only the latest version will be applicable.
2.5 In the event that any of the stipulations of these T & Cs would be, for any reason whatsoever, fully or partially rendered inapplicable, void, illegal or invalidated by any competent authority or jurisdiction, the other provisions of these T & Cs will remain fully applicable and will retain their effects, provided that this does not create unfavorable consequences for one of the parties and that the economic equilibrium of the Contract is maintained. In such a case, the parties undertake to replace the annulled provision with a legally valid and applicable provision the effects of which would be similar.
3. Conclusion of the Contract
3.1 Offers and quotes are non-binding, unless otherwise stipulated. An Offer with commitment is valid for the period stipulated in the Offer or the quote.
3.2 If the Customer places an Order in writing, the Contract is only formed from the sending of the Order Confirmation issued on the basis of the Order or the Offer, or when Iris begins execution. of the order.
3.3 The samples and models supplied or presented are only estimates or indicative. Iris does not make any firm commitment that the Products supplied will conform to said samples and models.
3.4 Iris has the option, at any time, to end negotiations with the Client without cause and without having to pay damages. All Offers issued by Iris are non-binding, in accordance with the provisions of Article 3.1.
3.5 Information on printed media or on advertising media provided by or from Iris is non-binding and may potentially be altered.
4. Amendments to the Contract
4.1 At the Customer's request, Iris undertakes to carry out any changes to the Order indicated by the Customer, provided they are feasible. As such, Iris reserves the right to charge additional costs to the Customer.
5. Price
5.1 Unless otherwise provided, all the prices indicated in the contractual documents are “Ex-works / Ex warehouse” prices and exclude all value added taxes, all import duties or other taxes or applicable amount. The prices however include simple packaging.
5.2 In the event of modification of the elements entering into the price calculation, Iris reserves the right (i) to re-invoice the Customer for the prices revised upwards in order in particular to cover the additional costs relating to raw materials and materials, including materials. synthetic materials, auxiliary materials and labor costs as well as those relating to insurance costs, shipping costs, exchange rates, taxes, levies or any other government measure (non-exhaustive list) or ( ii) to terminate the Contract with immediate effect, in accordance with the provisions of Article 15.5 of these GTC.
6. Terms of delivery
6.1 The delivery times mentioned by Iris are not binding and are only indicative. The delivery time is not an essential element of the Contract.
6.2 Unless otherwise provided, the Products and materials are delivered “Ex-Works”.
6.3 Iris is authorized to perform its obligations through a consignee.
6.4 This Contract does not provide for any obligation for Iris to study the conditions under which the Customer intends to use the Products.
7. Payment terms
7.1 All invoices issued by Iris will be paid within thirty (30) days of the invoice date. Payment should be made in the agreed currency. No discount or discount is granted hereunder. No compensation or suspension of payment can be opposed to Iris.
7.2 In the event of late payment, all sums billable or invoiced to the Client will immediately fall due and payable, without Iris having to issue any document.
7.3 Any delay in payment or default in payment will automatically lead to the immediate payment of the sums remaining due, as well as the payment of late payment interest calculated on the basis of a rate equal to the rate of default, without prior notice. '' interest applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points, in accordance with the conditions of Article L. 441-6 of the Commercial Code in the version in force on the date of signature of the present ..
7.4 All legal and extrajudicial costs incurred by Iris in the event of late payment will be borne by the Customer. In accordance with the provisions of Articles L. 441-6 and D. 441-5 of the Commercial Code, any late payment automatically entails, in addition to late payment penalties, an obligation for the Customer to pay a lump sum compensation of € 40 for collection costs. Additional compensation may be claimed by Iris, on supporting documentation, when the collection costs incurred are greater than the amount of the fixed compensation.
8. Transfer of risk
8.1 The risks of loss or deterioration of the Products as well as the damage they could cause are transferred to the Customer from the date of collection of the Products in the event of “Ex-Works” delivery or in accordance with the stipulations mentioned in the Confirmation. of Order if a different Incoterm is mentioned therein.
8.2 All Products will be insured at their full replacement value by the Customer from the transfer of risk from Iris to the Customer. Proof of such insurance coverage must be provided by the Client upon request from Iris.
9. Retention of title
9.1 THE PRODUCTS COVERED BY THIS CONTRACT, DELIVERED OR IN DELIVERY, ARE SOLD SUBJECT TO OWNERSHIP FOR THE BENEFIT OF IRIS: THE TRANSFER OF OWNERSHIP IS SUBJECT TO FULL PAYMENT OF THE PRICE OF THE PRODUCTS, AT THE PERIOD PROVIDED BETWEEN THE PARTS.
9.2 IN THE EVENT OF NON-PAYMENT ON TIME, IRIS MAY TAKE BACK OWNERSHIP OF PRODUCTS OF WHICH IT HAS REMAINED OWNER, AND MAY, AT ITS GREEK, TERMINATE THE CONTRACT BY A SINGLE RECOMMENDED LETTER WITH ACKNOWLEDGMENT OF RECEIPT SENT TO THE CUSTOMER.
9.3 IN THE EVENT OF RESALE OF UNPAID PRODUCTS TO A THIRD PARTY BY THE CUSTOMER, THE RULES OF ACTUAL SUBROGATION WILL APPLY FROM THE PROVIDED PAYMENT DATE IF, ON THAT DATE, A FULL PAYMENT HAS NOT BEEN MADE BY THE CUSTOMER .
9.4 THIS CLAUSE DOES NOT PREVENT THE TRANSFER TO THE CUSTOMER, FROM DELIVERY, OF THE RISKS RELATING TO THE PRODUCTS, IN ACCORDANCE WITH ARTICLE 8.
9.5 IF THE CUSTOMER CREATES A PRODUCT FROM THE PRODUCTS REFERRED TO IN ARTICLE 9.1. OR PROCESS, INCORPORATE OR ASSEMBLE THESE PRODUCTS WITH OTHER PRODUCTS, THE RESULT WILL BE CONSIDERED AS CREATED FOR IRIS. IRIS MAY EXERCISE ITS RIGHTS UNDER THIS CLAUSE ON THE RESULT UNTIL FULL PAYMENT OF THE PRICE OF THE PRODUCTS. THE CUSTOMER UNDERTAKES TO KEEP THE PRODUCTS THUS CREATED UNDER ITS CUSTODY UNTIL THE FULL PAYMENT OF THE PRICE DUE TO IRIS.
9.6 In the event of breach of the provisions of article 9.1 by the customer, Iris will be entitled to recover the Products which belong to it in the place where they are located. The return of the Products will be at the expense and risk of the customer. The customer now gives Iris a power of attorney to access the premises used by the Customer to store the Products.
9.7 Iris may decide that the conditions of retention of title relating to goods intended for export will be subject to the law of the recipient country if said law is more favorable for iris in terms of the right of retention of title.
10. Return of Products
10.1 No return of Products will be accepted by Iris if it has not been the subject of a prior written agreement. This agreement will be formalized by sending a return slip detailing the Products, quantities, reasons and conditions for return.
11. Financial guarantee
11.1 Depending on the Customer's situation, Iris may ask the Customer to deliver Iris, without delay, a first-demand guarantee in order to meet its commitments. As long as the Customer has not provided the above guarantee, Iris is entitled to suspend its commitments without being required to pay damages.
11.2 If the Customer does not comply with this obligation and does not issue a first demand guarantee, as provided for in Article 11.1., Following the written request made by Iris, all the obligations incumbent on him will become due and payable.