1. APPLICATION AND OPPOSABILITY OF THE GENERAL CONDITIONS OF SALE.
Our sales are exclusively subject to the present General Conditions of Sale that prevail over any condition of purchase except formal and explicit exemption by us.
Thus the buyer waivers irrevocably the application of his possible General Conditions of purchase. In case of contradiction, our conditions annul any different clause or stipulation printed on the orders, correspondence or conditions of purchase of the clients.
2. ORDERS
Any order received and accepted by Institut is considered firm and definitive. It implies for the buyer full and complete adhesion to the present general conditions of sale that constitute the law of the parties.
3. CONCLUSION AND CONTENT OF THE CONTRACT
Our tariffs, documentations, catalogues and prints are implemented according to products existing at the moment of their printing, they cannot be considered as an offer. Out of a permanent concern for improvement, we may be led to modify our range or articles. Hence, the buyer cannot use a documentation as a contractual document. Except a stipulation to the contrary, our offers are made without engagement of duration.
4. PRICE
Our prices are set net, out of our stores, for a merchandise ready for shipping, except specific packaging.
Minimum order 100 € HT net.
Deliveries are made free of charge starting from a net amount H.T. of 250 € in metropolitan and continental France, for the DOM- TOM and countries outside CEE: delivery to one addressee only. For any order of an amount less than 250 € HT, an inclusive participation in the transport costs shall be charged with the merchandise. The shipping costs by express shall be charged to the client no matter what the amount of the order is. The prices indicated on our tariffs, offers and confirmations of orders are of an indicative order, the invoicing taking place at the price in effect at the day of the order. The buyer cannot enjoy conditions and prices different from those established upon the acceptance of the order.
Vouchers of purchase are not valid for promotions nor destocking.
5. PAYMENT
All our invoices are payable at the main office (8 Jacques ANQUETIL ST. 95140 GARGES LES GONESS) OF UNISCOM, by online payment made on the site or by transfer prior to delivery. Any partial delivery is subject to a proper invoicing payable under agreed conditions.
6. PENAL CLAUSE
By explicit consent, failure of payment at the due date will automatically entail legal action, and as a penal clause, the payment of an indemnity of 15% of the due sums, in addition of the regular interest and the restitution of the collection costs.
7. DELIVERY
Lacking special agreement, the delivery delays are stated in an indicative status and are upheld within possible limits. By explicit consent, delivery delays cannot, in any case, justify the annulment of the order, nor give reason for damages and interest. We are releases of any obligation in case of the occurrence of an accidental cause or of force majeure preventing, either the manufacture, or the shipping, or the introduction in France of the products.
8. FORCE MAJEURE
Constitute cases of force majeure for the implementation of sale contracts concluded in application of the present all events independent of our will, having for consequence the delay or prevention of the implementation of an order that we cannot reasonably control, such as wars, strikes, social conflicts, measures taken by the Public Authorities, shortage of raw materials, contingencies, recurrent damage on transports, natural disasters, important rejection of products during manufacture, etc.
9. SHIPPING, TRANSFER OF RISKS
The merchandise travels at the risks and perils of the addressee on which it pertains to exercise his recourse against the transporters in legal delays in case of loss, damage, delay, deficiency, etc. The fact of delivering free of charge does not derogate from this fundamental rule. A buyer who wishes a special mode of transport must notify us of it in due time. In case of damage, on the sole condition that it has been noticed upon receipt of the merchandise and the precise and circumstantial reservations are recorded on the delivery slip of the merchandise transporter, after confirmation of the said damage, shall be shipped again to the buyer under reservation of availability. In addition, the buyer undertakes explicitly, under the penalty of losing any recourse against UNISCOM, to open the parcels and verify the state of the merchandise on the day of its receipt.
The transfer of risks operates on the moment in which the merchandise leaves our store or when notification is given to the buyer that the merchandise is ready for shipping, if shipping is postponed outside our will.
10. CLAIMS, WARRANTY AND LIMITATION OF LIABILITY
The products sold by Institut enjoy a 6 months warranty against any defect of conception and/ or of material. This warranty is activated exclusively in case they are use in conformity with their function. In case of a hidden defect, the claim in writing should be made immediately following the finding of the defect. It belongs to the buyer to prove that a hidden defect is indeed at issue.
The buyer is prevented from returning the merchandise to us without our preliminary accord. In case of a justified claim, made in time, the products affected by a defect shall be, by our choice, replaced free of charge, or their price shall be restituted to the buyer; this excludes any other indemnification, of any kind.
11. RESERVATION OF PROPERTY
By explicit agreement and in application of Act 80- 335 of May 12 1980, Institut can proceed, without preliminary judicial formality, with the recuperation of the products that the buyer is compelled to restitute at the first demand, regardless of the existence on the said products of any pawn, lien, mortgage or any other form of legal, judiciary or consensual security and privilege at the charge of the buyer, yet without being obligated to reimburse the payments that were made. Institut will also be able, in case of resale of the products, to claim the payment of their price by the sub- acquirer. In case of degradation, destruction or disappearance of unpaid products, Institut shall be fully entitled to the insurance indemnity granted to the products in case. In case of reprimand or of judiciary liquidation of the buyer, the present clause shall be opposable to the mass of the creditors.
12. BRAND NAMES - DISTINCTIVE SIGNS - COPYRIGHT
Failing to receive the preliminary and written authorization of Institut, the buyer is prohibited to use brand names and distinctive signs affixed of the bought products.
The buyer will not be able in any case to copy or reproduce any model or drawing of the said products, nor distribute them to a third party without the preliminary and written authorization of Institut.
13. CANCELLING
14. On any assumption, in case of failure by the buyer to uphold one or several of his obligations, Institut reserves the possibility:
• either to suspend the execution of the current order,
• Or to consider the contractual relations as cancelled in due process, without prejudice to its rights to any damages and interests, after a simple notice to the buyer.
• If the payments have been paid by the buyer, they will be kept as damages and interest by Institut.
15. APPLICABLE LAW/ DISPUTE
Only the French law is applicable for the interpretation, execution an cancellation of the present. For any dispute arising from the application of the present general conditions of sale, from the formation of the contract of sale, from its execution or its ending, the Tribunal de Commerce de Paris shall be the sole competent. The attribution of competence is equally valid in case of multiple defendants or for any demands, even incidental, in forced intervention or appeal of warranty.
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