These general terms and conditions of sale (the "GTCS") govern all sales and offers for sale of products (the "Products") marketed by UNIPEX SOLUTIONS S.A.S ("Unipex"), all orders for Products from a customer of Unipex (the "Buyer"), and more generally all commercial relations between the Buyer and Unipex.
Unipex and the Buyer are hereafter referred to together as the "Parties" or individually as a "Party".
These GTC constitute the basis of the commercial relationship between the Parties in accordance with the provisions of article L.441-6 of the Commercial Code and apply without conditions or reservations to all sales concluded between the Parties. In accordance with the regulations in force, they are systematically communicated to any Buyer who requests them to enable him to place an order with Unipex.
UNIPEX reserves the right to modify these GTC at any time, under the condition of informing the Buyer (to whom these GTC would have been communicated at his express request) in advance.
1 - ORDER: Any order for Products implies the Buyer's irrevocable and unconditional acceptance of these GTC. They prevail over any other document binding Unipex to the Buyer (in particular any general terms of purchase or order form).
Any document issued by Unipex other than these GTC, and in particular catalogues, prospectuses, advertisements, notices, shall only have an informative and indicative value and shall not prevail over these GTC in case of contradiction between these GTC and the other document concerned.
An order is understood to be any written or oral order from the Buyer concerning the Products. In case of contestation, it is up to the Buyer to prove the existence and the date of placing the order.
All orders must be accepted in writing by Unipex in order to form a contract of sale. An order shall nevertheless be deemed to have been accepted (i) in the absence of a written refusal by Unipex within five (5) working days following the placing of the order or (ii) in the event of delivery. If an order is, in Unipex's opinion, of an unusual nature and in particular involves an excessive financial risk or comes from a Buyer who has not fulfilled all his obligations resulting from previous business, or who has shown towards Unipex unfair behaviour or behaviour contrary to commercial practices, Unipex reserves the right to refuse it or, at its discretion, to subject its acceptance to the application of special conditions which Unipex may deem appropriate to the situation.
Unless otherwise expressly stipulated in writing, Unipex reserves the right to reverse the acceptance of an order in the event of a change in the regulations (which were in force on the day of acceptance of the order) affecting the conditions of execution of the order such as - but not limited to - a change in exchange rates, internal or external taxes such as levies, compensatory amounts, equalisation taxes, customs duties, movable or anti-dumping elements, etc.), as well as in the event of a change in French or foreign customs regimes. ), as well as in case of modification of French or foreign customs regimes.
No sale which has been accepted by Unipex (written or tacit) may be cancelled by the Buyer, the latter having no right of withdrawal. Should the Buyer proceed to a cancellation / withdrawal, the price shall remain fully due to Unipex which reserves the right to claim damages in addition.
2 - PRICES: Prices are net and exclusive of tax, factory gate and packaging not included. They do not include transport, nor any customs charges and insurance, which are the responsibility of the Buyer.
2.1 The Products are supplied at the prices - fixed by UNIPEX - specified in our price offers (in force on the day the order is placed) and/or commercial proposal sent to the Buyer. These prices are firm and non-revisable during their period of validity.
2.2 Any changes requested by the Buyer can only be taken into account, within the limits of UNIPEX's possibilities and at its own discretion, if they are notified in writing at least 15 days before the date scheduled for the delivery of the ordered Products, after signature by the Buyer of a specific order form and possible adjustment of the price.
2.3 In case of cancellation of the order by the Buyer after its acceptance by UNIPEX less than 15 calendar days before the date foreseen for the supply of the ordered Products, for any reason whatsoever except force majeure, the deposit paid at the time of the order will be automatically acquired by UNIPEX and cannot give rise to any reimbursement.
In the event of cancellation of the order by the Purchaser after its acceptance by UNIPEX less than 15 calendar days before the date scheduled for the supply of the ordered Products, for any reason whatsoever except force majeure, a sum corresponding to 90% of the total price (excluding VAT) of the Products will be acquired by the Supplier and invoiced to the Purchaser, by way of damages, in reparation for the prejudice thus suffered.
Special pricing conditions may be applied according to the specificities requested by the Purchaser concerning, in particular, the delivery terms and deadlines, or the payment terms and conditions. A special commercial offer will then be sent to the Purchaser by the Supplier.
Unipex reserves the right to unilaterally modify the prices of the Products at any time, any price modification being immediately applicable subject to informing the Buyer in advance.
For deliveries abroad, all taxes, duties and fees originating outside French territory shall be borne by the Buyer.
3 - PRODUCTS: Unipex and/or its suppliers may, subject to the regulations in force, make any changes to the Products that it considers useful or necessary.
For any specification or item relating to the Products which the Buyer considers substantial, the Buyer shall obtain written and signed confirmation of its acceptance - at the latest on the date of signature of the purchase order - by a duly authorised representative of Unipex.
The Buyer is solely responsible for the management of the expiry dates of the Products and may not under any circumstances make any claim against Unipex on any grounds and for any reason or at any time whatsoever as a result of the management of the expiry dates of the Products.
4 - DELIVERY: The Buyer shall be responsible for factory departures, packaging and related transport and insurance costs. The unloading of the Products at the contractually agreed upon place of delivery shall be carried out exclusively by the Buyer and under its responsibility, regardless of the participation of the carrier in the unloading operations.
The Purchaser acknowledges that it is the carrier's responsibility to make the delivery, the Supplier being deemed to have fulfilled its delivery obligation as soon as it has handed over the ordered products to the carrier who has accepted them without reserve.
The Purchaser shall therefore have no warranty claims against the Supplier in the event of failure to deliver the ordered Products or of damage occurring during transport or unloading.
The delivery times communicated to the Buyer are given by Unipex as an indication only. Unipex shall make its best efforts to respect them, under reserve of the compliance by the Buyer with the terms of payment and generally with its obligations under the terms of these GCS. Delay in delivery times shall not give rise to: penalties, indemnities, damages, restitution of sums paid, refusal to accept the Products, cancellation of orders in progress or non-payment of sums due to Unipex by the Buyer.
Any modification of an order during its execution must be accepted in writing by a duly authorised representative of Unipex and shall entail an extension of the delivery period as communicated by Unipex to the Buyer - without the price and/or other conditions being reduced or being less favourable to Unipex as a result of the extension of the period.
If the Buyer refuses to accept an order, Unipex is entitled to place and keep the Products in a warehouse of Unipex's choice at the Buyer's expense and to claim reimbursement of the related costs which are payable without delay upon receipt of the invoice. If, within a maximum period of one week after the date of availability, the Buyer refuses to accept the delivery, Unipex is entitled to terminate the contract and/or to resell the Products and to claim from the Buyer the difference between the price invoiced to the Buyer and the resale price of the Products, as well as all the costs related to the storage, conservation, transport of the Products and the termination due to the Buyer, without prejudice to any action for damages that Unipex may bring.
5 - QUALITY CONTROL OF PRODUCTS: It is the Buyer's responsibility to check the Products received and to control their quantity and quality within 30 calendar days of their receipt, under penalty of forfeiture of any action relating to the Products.
In the event of a problem with the quality and/or quantity of the Products, it is up to the Buyer to :
Complaints and/or returns that do not comply with the procedure described above will be sanctioned by the definitive loss for the Buyer of the advance payments he has made.
A complaint made by the Buyer under the terms and conditions described in this article does not suspend the Buyer's obligation to pay for the Products concerned.
Since it is the transporter's responsibility to make the delivery, Unipex is deemed to have fulfilled its obligation of delivery as soon as the ordered Products are handed over to the transporter. The Buyer shall consequently have no warranty claims against Unipex in the event of non-delivery of the Products ordered or of damage of any kind whatsoever occurring during transport and/or unloading.
6 - WARRANTY: The Products are guaranteed for a period specific to each Product, within the limits set out below. This warranty excludes the warranty for hidden defects, except for defects of which Unipex would have been aware.
The warranty is limited to the replacement of any Product recognised as defective by Unipex, to the exclusion of any other service or compensation whatsoever. To be admissible, any claim must be made in writing and must precisely define the defects in question. The Buyer shall allow Unipex (or at Unipex's request its supplier or any agent expressly authorised by Unipex) every facility to proceed to the detection of the defects and to remedy them. Unipex shall not act on any claim by the Buyer on all or part of the Products, for whatever reason, if the validity of such claim is not expressly recognised in writing by Unipex.
A claim by the Buyer does not entitle him to suspend or defer payments.
Unipex cannot guarantee the suitability of the Products for any use other than that advised by Unipex [or its supplier] and which appears, where applicable, on the safety data sheet and/or any attached notice, and Unipex shall therefore not be held responsible for the consequences of an erroneous use or one which does not conform to prudence and custom. Unless expressly stipulated and confirmed in writing by Unipex, as specified in article 3 above, the Buyer must therefore ensure the compatibility of the Product with the use he wishes to make of it. In this respect, the Buyer is obliged to comply with all measures to ensure the protection of health, safety and/or the environment as set out, where applicable, in the safety data sheet and/or any attached leaflet.
7 - LIABILITY: In the event of non-performance or total or partial breach by Unipex of its obligations under these GTC, Unipex's liability shall be limited to the sole direct loss and/or damage for which it is exclusively responsible, excluding in particular and without this list being limitative: loss of profit and operating losses, loss of use, so-called image damage, increased costs and expenses, including costs or payment of damages suffered by the Buyer as a result of such non-performance or breach. This clause shall not prevent Unipex from being held liable for fault in the event of proven personal injury for which Unipex alone is responsible.
Nor shall Unipex be liable for any loss, including loss of production or loss of profit, which may result from the Buyer's failure to comply with the legislation in force regulating the Products, improper adaptation or any defective use of the Product or from any other cause whatsoever.
The Buyer undertakes to indemnify and hold harmless Unipex from any action, claim and/or liability in respect of any claim, cost or damage resulting in particular from the abnormal, improper or non-conforming use of the Products, any breach of these GTC or any fault, negligence or omission of the Buyer, including but not limited to the storage of the Products in inappropriate conditions, the use of the Products in conditions or for purposes other than those for which they are intended.
8 - PAYMENT: Invoices are payable within thirty (30) calendar days of receipt of invoice (or in the event of refusal by the Buyer to accept delivery of Products, upon receipt of invoice which will be increased by all costs and in particular by the costs of transport, storage and preservation of the Products as referred to in point 4 above) without discount by bank transfer or accepted draft. Invoices are payable at the registered office of Unipex at the address shown on the invoice itself or by irrevocable bank transfer to the bank account of Unipex, the details of which will be communicated upon request of the Buyer.
Payment is deemed to have been made when Unipex has the full and irrevocable availability of the funds. Thus, the handing over of a cheque does not constitute payment within the meaning of these GTC, only its effective and definitive cashing on the account of Unipex will constitute payment. In the case of partial shipments, invoices are payable as deliveries are made without waiting for the order to be fully satisfied.
Non-payment on the due date of a single invoice, including in the case of partial deliveries, will result in the immediate payment of the remaining sums due and/or invoices not yet due on the due date, with the application of a late payment penalty equal to 3 times the legal interest rate, calculated from the day following the date of payment shown on the invoice and payable on simple request, at Unipex's discretion. Unipex also reserves the right to claim, upon simple request, the reimbursement of the costs and expenses of collection that it may incur in the event of recovery of the price by legal action or by any other means, which costs and expenses shall be immediately payable.
Unipex may also automatically and without formality suspend the execution of outstanding orders, proceed to any measure of compensation with the sums that may be due to the Buyer, require cash payment at the time of the order and/or the provision of guarantees. Refusal to comply authorises Unipex to cancel all or part of the orders in progress, without penalty of any kind for the Buyer, and to consider the remainder of the order or the following orders as cancelled by operation of law, without the need for formal notice and without prejudice to its rights to compensation.
9 - MAJOR FORCE / CASE OF FORTUNE : In the event of major force or case of fortuitous event, Unipex shall notify the Buyer in writing, in particular by fax or e-mail, as soon as possible, of the occurrence of the event of major force or case of fortuitous event, all Unipex's obligations resulting from the contract binding Unipex to the Buyer being then suspended ipso jure (without any compensation for the Buyer), as from the date of the occurrence of the event.
If the event lasts more than thirty (30) calendar days from the date of its occurrence, the contract of sale concluded between Unipex and the Buyer may be unilaterally terminated by Unipex by any means in writing, without the Buyer being entitled to claim damages or any other form of reparation or penalty on any grounds whatsoever.
The following in particular are considered to be cases of absolute necessity / fortuitous events strikes, including in particular strikes by all or part of Unipex's personnel or its transporters or other usual agents, fire, flood, war, production stoppages due to fortuitous breakdowns, impossibility of being supplied, shortage of raw materials, epidemics, embargoes or any other event beyond the control of Unipex leading to a partial or total failure of Unipex, its suppliers and/or subcontractors
10 - APPLICABLE LAW AND JURISDICTION: In the event of any litigation of any nature between the Parties and notwithstanding any stipulation to the contrary in any other document likely to apply to or bind the Parties, the Parties expressly grant jurisdiction to the Commercial Court of Paris, even in the event of multiple defendants. In the event that the Buyer is sued by third parties before another court, it renounces, as of now, to call Unipex as guarantor before any court other than the Commercial Court of Paris.
Any question relating to this document, in particular concerning its interpretation, validity, enforceability, prevalence, performance and termination, as well as to the sales it governs, is subject to French law. It is the sole responsibility of the Buyer to ensure that the resale of the Product is not in breach of the rules or standards of other countries of destination.
11 - RETENTION OF OWNERSHIP AND TRANSFER OF RISK: By express agreement, the Products supplied shall remain the property of Unipex until the last day of (i) full payment of the invoiced price deemed to have been made as soon as Unipex has full availability of funds, as specified in article 8 above, (ii) the applicable VAT and (iii) all related accessories such as late payment interest due. If the Buyer fails to pay all or part of the price, Unipex may repossess the unpaid Products by any legal means. In the event that the Products (and/or their packaging) have disappeared totally or partially, or are altered in quality, damaged, reduced in quantity at the time of the request for repossession by Unipex or before between the request for restitution and the actual restitution to Unipex, Unipex reserves the right to claim compensation.
Notwithstanding the foregoing provisions, the transfer of risks occurs at the moment Unipex hands over the Products to the carrier. Unipex's liability can therefore in no way be called into question for events occurring during transport and/or unloading, such as destruction, damage, loss or theft, even if Unipex has chosen the carrier.
12 - INTELLECTUAL PROPERTY: The Buyer undertakes to respect all intellectual property rights of Unipex and its suppliers of which it declares to have full knowledge and to use them only for what is strictly necessary and indispensable for the performance of the contract and for the duration thereof.
The Buyer is not, in particular as a result of placing and/or receiving an order, the owner of any intellectual property rights relating to the Products, photos, media and/or technical documentation, delivered directly or indirectly by Unipex to the Buyer.
The Buyer shall not, under any circumstances and for any reason whatsoever, modify the intellectual property rights relating to the Products, photos, media and/or technical documentation, delivered directly or indirectly by Unipex to the Buyer, nor shall the Buyer solicit or obtain any legal protection for any element of any nature whatsoever in relation to the Products, photos, media and/or technical documentation, delivered directly or indirectly by Unipex to the Buyer, and in particular to obtain a licence or grant a sub-licence in relation to the Products without the prior and express consent of a duly authorised representative of Unipex.
The Buyer undertakes (i) to inform Unipex immediately of any action or claim by a third party (actual or threatened) of which it may become aware concerning the intellectual property rights relating to the Products, photos, media and/or technical documentation, delivered directly or indirectly by Unipex to the Buyer and/or of any infringement by third parties of the intellectual property rights relating to the Products, photos, media and/or technical documentation delivered directly or indirectly by Unipex to the Buyer, and (ii) to assist, at its exclusive expense, in any legal action which may be taken against the authors or accomplices of such infringements at the request of Unipex.
The Buyer undertakes to cease the use of the intellectual property rights relating to the Products, photos, media and/or technical documentation, delivered directly or indirectly by Unipex to the Buyer at the end of the contract binding the Buyer to Unipex and at any time during the contract, at the request of Unipex if Unipex considers that these are likely to infringe the intellectual property rights or other rights of third parties.
13 - OTHER PROVISIONS: Failure by Unipex to comply with any of its obligations shall not result in the immediate termination of any relationship by the Buyer who shall proceed, for example, to the cancellation of orders in progress and/or the cancellation of sales of Products already delivered.
The fact that Unipex does not avail itself at a given time of any of the clauses of these GTC shall not be interpreted as a waiver of the right to avail itself at a later date of the same or any other clause and shall not affect the validity of the other clauses.
The Buyer undertakes in the exercise of its activity to comply with the laws and other texts applicable in France and in the European Economic Area with the greatest rigour.
If any section or clause of these GTC is found to be invalid or unenforceable, the remainder of these GTC shall remain in force
As soon as the present GTC are given to the Buyer at his request, he is considered to have full knowledge and understanding of them. The Buyer hereby waives the right to rely on any contradictory document, in particular its own general conditions of purchase.