GENERAL CONDITIONS OF SALE
The purchase and sale relationships between the parties are governed by these Terms and Conditions of Sale (hereinafter "T&Cs"). The T&Cs constitute the sole basis of the relationship with any Buyer. No deletion or alteration may be invoked against BOLLE PROTECTION FRANCE SARL ("BOLLE PROTECTION and/or BOLLE SAFETY"). Any order for products implies the Buyer's acceptance of these T&Cs. Any additional or incompatible conditions contained in the Buyer's purchase order or other commercial documents are excluded, unless specifically accepted and formalised in writing. The T&Cs concern products and services marketed by BOLLE PROTECTION. They can be completed by specific conditions of ranges (prescription ranges, etc.)
Orders are firm and final subject to the Buyer's right to cancel them within 24 hours of placing them. The minimum order is 100 € excluding VAT for metropolitan France and 200 € excluding VAT for all other countries or DROM-COM. The absence of a response to an order can in no way be considered as tacit acceptance of BOLLE PROTECTION. BOLLE PROTECTION reserves the right to modify the design, specifications, packaging or distinctive signs of the products at any time.
3. Delivery and retention of title.
The place of shipment of the products is the BOLLE PROTECTION/SAFETY warehouse located at GEODIS LOGISTICS 25 rue du Mollaret 38070 Saint-Quentin-Fallavier, which can be modified by simple notification sent to the Buyer. If the products are shipped by BOLLE PROTECTION to the place of delivery designated by the Buyer, the transport costs and any related costs are re-invoiced to the latter in full. BOLLE PROTECTION/SAFETY reserves the right to split deliveries under an order. All delivery dates are estimates only and a delay does not entitle the customer to compensation, a contractual penalty or cancellation of orders in progress. BOLLE PROTECTION/SAFETY may suspend or cancel orders in the event of a force majeure event.
BOLLE PROTECTION/SAFETY is entitled to suspend the execution of any order in progress until all outstanding amounts have been paid. It may also, at its discretion, suspend or cancel an order when its factor or credit insurer refuses to approve all or part of a new amount outstanding.
Ownership of the products is only transferred to the buyer upon full payment of the price and accessories. In the event of multiple orders, BOLLE PROTECTION/SAFETY's retention of title shall automatically apply to the residual stock of products held by BOLLE PROTECTION/SAFETY or, failing that, to its resale price.
4. Complaints - returns - warranty.
Claims concerning any apparent anomaly relating to the products delivered must be notified to BOLLE PROTECTION, in writing, within a maximum period of 8 working days from the date of delivery. After this period, the Buyer is deemed to accept the delivery without reservation. The products may not be returned without the prior written consent of BOLLE PROTECTION/SAFETY. Unless expressly agreed otherwise, the return shall be made at the expense and risk of the Buyer. Any return must be accompanied by supporting documents and documents allowing BOLLE PROTECTION/SAFETY to determine the origin and causes of the returns. BOLLE PROTECTION/SAFETY guarantees the Buyer against all manufacturing defects of the products and accessories by their free replacement or, at the discretion of BOLLE PROTECTION/SAFETY, their refund. This does not constitute an implicit acknowledgement of liability by BOLLE PROTECTION/SAFETY. BOLLE PROTECTION's possible liability only occurs within the limits set out in Article 7.
BOLLE PROTECTION/SAFETY does not accept any application of penalties not expressly provided for in the commercial agreement. Any penalty is excluded if BOLLE PROTECTION/SAFETY has not been put in a position by the Buyer to control the grievance that gives rise to it, or if the actual damage suffered by the Buyer is minimal. Any payment of a penalty by BOLLE PROTECTION/SAFETY releases BOLLE PROTECTION/SAFETY from any other claim in respect of the event concerned.
5. Prices and Payment.
Prices may be modified at any time, upon notification to the Buyer thirty days before the date of application of the new price. The applicable price scale is the one in force on the day of the order validation. Prices are exclusive of VAT and EX-WORKS (ICC 2010). The application of another Incoterm requires the express agreement of BOLLE PROTECTION/SAFETY and requires the negotiation of a specific price. Payment must be made within 30 days of the invoice date, unless otherwise expressly agreed by BOLLE PROTECTION/SAFETY and within a maximum of 60 days from the invoice date. Payment must be made on delivery in the presence of an outstanding amount, in the event of refusal of approval by a factor or credit insurer, or in case of any event giving rise to legitimate doubt as to the full payment of the order. Advance payment does not give rise to a discount. Any delay in payment automatically results in the application of late payment penalties at the most recent interest rate of the ECB, plus ten percentage points, as well as the flat-rate recovery penalty provided for in Article L.441-10 of the Commercial Code (40 Euros per invoice concerned). Unless otherwise expressly agreed by BOLLE PROTECTION/SAFETY, the unjustified failure to pay an overdue invoice shall render all unmatured invoices immediately payable. The existence of a claim or dispute does not entitle the Buyer to suspend or delay payment of an invoice for other deliveries.
BOLLE PROTECTION/SAFETY guarantees the replacement or refund of non-conforming products for a period of 12 months from their delivery. It does not guarantee any particular commercial quality or any particular use not provided for in the technical or commercial documentation of BOLLE PROTECTION/ BOLLE SAFETY. Any warranty is excluded in the event of use of the product that does not comply with the user guides, the product sheet or any recommendation, accessible and issued by BOLLE PROTECTION/SAFETY or when the deterioration of the product results from handling, inappropriate storage conditions, or from an accident occurring after delivery. The precedence of the fortuitous event at the time of delivery must be proven by the Buyer.
Compliance of the products with the applicable legislation/regulations refers exclusively to the place to which the products are delivered, BOLLE PROTECTION/SAFETY not guaranteeing their compliance with any legislation/regulations applicable to the place in which the Buyer intends to use them.
7. Limitation of liability.
PROTECTION/SAFETY'S LIABILITY ONLY APPLIES WITHIN THE LIMITS OF THE PUBLIC POLICY RULES APPLICABLE TO THE RELATIONSHIP BETWEEN THE PARTIES - ANY COMPENSATION FOR INDIRECT LOSS, LOSS OF OPPORTUNITY, OPERATING LOSS OR LOSS OF PROFIT IS EXCLUDED, OR THE IMPOSSIBILITY OF USING THE PRODUCTS DUE TO A DEFECT OR THE NON-FULFILMENT OF A CONTRACT BINDING THE BUYER TO A THIRD PARTY - ALSO EXCLUDED IS THE COMPENSATION OF ANY DAMAGE WHOSE OCCURRENCE OR AGGRAVATION COULD HAVE BEEN LIMITED BY REASONABLE MEASURES - THE LIABILITY OF BOLLE PROTECTION/SAFETY IS LIMITED IN ANY EVENT TO ONE YEAR OF THE TURNOVER EXCLUDING VAT ACTUALLY PAID BY THE CUSTOMER.
8. Intellectual property.
BOLLE PROTECTION/SAFETY is the exclusive owner of all distinctive signs or intellectual property rights relating to the products (inventions, patents, copyrights, designs, trademarks, trade names, trade secrets, etc.) worldwide, including improvements suggested or made by the Buyer.
9. Conditions of resale.
The Buyer is free to set the resale price of the products. He undertakes to market the products only under conditions that comply with the legislation/regulations applicable at the place of resale. The Buyer must resell the products in an environment and via means of communication that conform in all respects to their intended purpose and normal use, as defined by the user guides, product sheets or any accessible recommendations issued by BOLLE PROTECTION/SAFETY. He shall refrain from promoting any other use. The Buyer shall refrain from using the products in the context of a loss-leader or stock clearance practice, or in an environment claiming permanent discount.
10. Use of trademarks.
The registered trademarks and all the brands in the Bollé Safety catalogue, or for prescription ranges such as Bollé Safety, Platinum and the names of products, services and technologies in the catalogues or on Bollé Protection's digital tools, are essential assets of the company. All communication media (on and off-line) created and issued by the Buyer mentioning the brand, logo, visuals or products of the supplier must comply with the rules available on request to the marketing department of BOLLE PROTECTION/SAFETY and will be validated by it via a "ready for press" document. This will be forwarded to the supplier's marketing department for validation and/or adjustment.
11. Compliance with legislation.
The Buyer undertakes, in respect of all the activities he carries out, to comply in all respects with the applicable legislation, in particular as regards data collection and management (EU Regulation No. 2016/679 known as "GDPR") and the prevention of acts of corruption (Law No. 2016-1691 of December 9, 2016 known as "Sapin 2"). As such, he undertakes to implement any compliance programmes that require him to comply with the legislation in force in any place where he carries out any activity.
12. Data protection.
The personal data that BOLLE PROTECTION/SAFETY receives from the Buyer corresponds to the information required for the management of commercial relations and the processing of orders. The Buyer's personal data is processed electronically to enable BOLLE PROTECTION/SAFETY to identify him, communicate with him and ensure the proper management of the customer relationship. It is exclusively intended for BOLLE PROTECTION/SAFETY and, if applicable, its service providers or subcontractors. It is kept for the period strictly necessary for the proper management of the customer relationship and in any case no longer than five years from its termination. BOLLE PROTECTION/SAFETY implements all appropriate protective measures to ensure the security and confidentiality of the personal data collected. In accordance with the legislation in force, the Buyer has the right to access, rectify, oppose, request the portability, limit the processing and deletion of his personal data. He can exercise this right by sending a request to its usual contact, by email or by post. He can also lodge a complaint with the French data protection agency (Commission Nationale Informatique et Libertés (CNIL)).
All information exchanged between BOLLE PROTECTION/SAFETY and the Buyer during their commercial relationship is strictly confidential, unless it is already accessible in the public domain. In this respect, the Purchaser undertakes in particular not to communicate to any third party the specific commercial conditions that may be granted by BOLLE PROTECTION/SAFETY, even in the context of a merger project between the Buyer and a third party company.
14. Disputes and applicable law.
Any dispute relating to this purchase order shall be governed solely by French law. The parties expressly waive the application of the United Nations Convention on Contracts for the International Sale of Goods and the Unidroit Principles. The Lyon Commercial Court has exclusive jurisdiction to settle any dispute.