Terms of Sale
1/ - SCOPE
Any order for products implies that the purchaser unreservedly accepts and undertakes to respect the totality of these terms of sale, which shall take precedence over any other document of the purchaser, in particular any terms of purchase, except where expressly otherwise agreed in advance by our company. These general terms of sale or modification of order are applicable to all sales of goods by our company, except with express prior agreement applicable to the order concluded in writing between the parties. Any other documents, such as catalogues, prospectuses, advertisements, announcements or the like shall possess informative value only and have no contractual validity. The purchaser commits himself immediately upon sending us a written order, whether directly, by fax or by e-mail, subject to the legal time limit for cancellation as detailed below. No verbal orders can be accepted.
2/ - PRICE – PAYMENT
Our prices are understood to be excluding tax as of the date of order, in euros, delivery charges extra but packing included. Our prices may be modified in the event of changes in taxation provisions or fluctuation of exchange rates in the case of imported goods. Payment is due 30 days from date of invoice, except by special agreement, by cheque, bank transfer or money order accompanying the order. No discount is allowed. The order, validated by the customer, shall not be held to be effective until payment is duly received and cashed. In addition, we reserve the right to refuse orders from any customer with whom a dispute is in progress. Any sum outstanding at the due date shall entail payment by the customer of a penalty set at three times the legal interest rate. In application of the provisions of the Commercial Code, these penalties are legally payable as soon as the customer receives the notification informing him that the company has charged them to him. Furthermore, we reserve the right to refer the matter to the competent court so that the latter may bring an end to this failure to pay, on pain of daily penalty payments for each day of delay. With the written agreement of MOULINAGE DU SOLIER, the purchaser may benefit from reductions, discounts and rebates according to the quantities purchased or delivered in a single batch and to a single location, or in respect of the regularity of his orders. Invoices will be for a minimum amount of 150 Euros excluding tax.
3/ - DELIVERY TIMES
Delivery times are given for guidance only and are not binding on us, and late delivery shall not in any way constitute grounds for demands for compensation or cancellation. Packing, whether invoiced or not, is not on deposit and is not returnable under any circumstances.
4/ - TRANSPORT – INSURANCE – RISK TRANSFER
Our goods are transported at consignee's risk. It is the responsibility of the latter to verify the quantity and condition of the goods on reception. Any complaint will be valid only if notified to the carrier by registered letter within 48 hours from delivery of the goods. In the event of lateness or short delivery, the consignee must take action against the legally responsible carrier. He must record his reservations on the delivery slip and confirm them by registered letter to the carrier within 48 hours from reception of the goods. No goods may be returned without our prior agreement, neither shall such agreement in any way imply our acceptance of responsibility.
5/ - RESERVATION OF TITLE CLAUSE
The goods sold and delivered remain the property of the vendor until full and effective payment of their price by the customer. The vendor retains his title even if the goods have been deposited on the property of a third party. The vendor may proceed to recover the goods in whole or in part and may take any steps to retain his ownership under the supervision of a bailiff in the event of failure to pay by the due date shown on the invoice.
6/ - INDUSTRIAL PROPERTY
All documents passed to the customer remain the exclusive property of our company, which is the sole owner of the intellectual property rights relating to these documents, and they must be returned to him on request. The customer undertakes not to make any use of these documents which might infringe the industrial or intellectual property rights of our company and to refrain from divulging them to any third party. All samples and R&D product realised by MDS is the intellectual property of MDS. Any copy on this product is forbidden (except according with MDS). All product made with the original product developped became an exclusivity working with MDS for minimum 80% of volumes.
7/ - RESPONSIBILITY
In the event that one of the parties should fail to carry out his obligations, the defaulting party to the contract shall be exonerated of responsibility in the case of unforeseeable, insuperable events outside the control of the parties (force majeure) and more generally, in the case of unforeseeable events affecting the economic scope of the contract.
8/ - GUARANTEE
No warranty for dyeing. Client takes all the responsability with his dyer supplier. The products must be checked by the customer on delivery. In the event of visible defects, the products will be replaced by ourselves, subject to verification of the alleged defects. No action in respect of non-compliance may be undertaken by the customer more than 15 days after delivery of the products. No defects or damage to the products delivered following abnormal conditions of storage and/or preservation on the customer's premises, in particular in the case of accident of whatever nature, can be accepted in any claim under our company's guarantee. With respect to the guarantee covering latent defects, our company's liability shall be limited to the replacement without charge of the defective goods, the customer having no grounds to claim damages for whatever reason. Our company guarantees its products against latent defects in accordance with law, custom and jurisprudence in the matter. Our guarantee is applicable only to products that have properly become the property of the purchaser. It is applicable solely to products entirely manufactured by our company. It is inapplicable in cases where our products have been improperly used.
9/ - RISKS IN USE
The use to which the goods sold are put is the sole responsibility of the purchaser. He must respect the technical advice given verbally or figuring in the instructions for use: this advice is for guidance only and does absolve the purchaser from the responsibility to verify on his own account that the products are suited to his intended purposes. In the event of use of the goods for purposes not in accordance with our advice, the purchaser may not make any claim under the legal guarantee referred to in the preceding paragraph.
10/ - APPLICABLE LAW – DISPUTES
Any question relating to these terms of export sale or to the sales governed by them which is not covered by these contractual provisions shall be settled by French law to the exclusion of all other law and further by the Vienna Convention on the international sale of goods.
11/ - LANGUAGE OF THE PRESENT TERMS OF EXPORT SALE
Where these terms are translated into one or more foreign languages, only the French version shall be taken to be authentic in the event of dispute.