General terms and conditions of sale and shipment

1.   SCOPE OF THE GENERAL CONDITIONS OF SALE

The present general conditions of sale automatically apply to any sale from the range of products marketed by Domino Sign _ Z.A. Champ 7 Laux _ 38190 LE CHAMP­PRES-FROGES.
The sale is considered to be agreed on the date on which
the Seller accepts the order. The present conditions of sale will have been made known to the Buyer prior to this date, under the terms of article 33 of modified ministerial order no. 86-1243 dated 1 December 1986.
Any order implies unreserved acceptance of the present general conditions of sale, which prevail over all other conditions other than those that have been expressly accepted by the Seller.

2.   ORDER

To be taken into account, all orders must be placed in writing or sent by fax or any equivalent technological means providing proof of the contractual agreement, to the head office of the Seller located at Champ-Près-Froges.
Acceptance of the order by the Seller results from the confirmation that he has received it, accepts its conditions and confirms the terms in writing, by e-mail or any equivalent means; the invoice will be drawn up and sent as quickly as possible following acceptance.
Any order may be cancelled by the Buyer or its content modified in writing before the products are shipped. All orders are considered firm and definitive as of this date.
Any modification made by the Buyer is liable to be invoiced and lead to a new delivery deadline being set.

3.   DELIVERY

Unless special conditions specific to the sale apply, the order will be delivered to the head office of the Seller or any other address selected by the customer at the time of ordering or to the address given when the said order was placed, within a period of 15 days as of receipt by the Seller of an order in due form.
The risks related to the product ordered will be borne by the Buyer as of the said delivery. The delivery date is given for guidance purposes and is not guaranteed.
No deductions or refunds are allowed in the event that this delivery date is exceeded. Furthermore, the date indicated will be suspended automatically should any event arise that is beyond the Seller’s control and delays delivery.
In any event, delivery will only take place on time if the Buyer has fulfilled all his obligations, notably with respect to payment of the Seller.
In the case of successive sales, should an instalment fail to be paid, the subsequent deliveries may be suspended until the amount owed has been paid.
Expenses and risks related to the product delivery operation are the sole responsibility of the Buyer. As of delivery, all product-related risks are transferred to the Buyer.

4.         RECEIPT OF PRODUCTS

The Buyer will receive the products ordered at the Seller’s head office or the place indicated in section III above, within eight days of receiving the notice that the goods are available sent by the Seller as soon as the products have been delivered.
After this period, the Seller will be automatically entitled to cancel the sale if he sees fit, without issuing prior notice thereof, by virtue of the provisions of article 1657 of the French Civil Code.
The Buyer will shoulder the expenses and risks relating to transport of the sold goods after they have been delivered. Ownership and risks are transferred to the Buyer as soon as he removes the goods from our warehouses.
The Buyer must check on receipt that the products delivered correspond to the products ordered, and that there are no obvious defects.
If the Buyer does not lodge any complaints or issue any reservations in this respect in writing on the day he receives the products, the said products may subsequently be neither returned nor exchanged, by virtue of the provisions of article 1642 of the French Civil Code.
Should the Buyer note an obvious defect or observe that the products delivered do not correspond to the products ordered on the day of delivery, the Seller shall replace the products delivered with new products identical to the order.
The Seller alone shall bear the costs incurred in taking back and delivering the new products.

5.         PRICES AND TERMS OF PAYMENT

Amounts paid on signature of a purchase order are a DOWN PAYMENT in accordance with French law, the contract being concluded definitively.

• Prices

Unless special conditions specific to the sale apply, the prices of the products sold are those indicated in the catalogue and price list on the day of the order.
The prices and information given in the catalogues, brochures and price lists are for guidance purposes only. We reserve the right to modify them at any time and inform the Buyer of the changes in writing beforehand.
They are given in euros and exclude taxes, delivery charges, packaging and customs duties. A reduction on the pre-tax sale price may be granted to the Buyer provided that it is indicated prior to delivery in writing as an appendix to the purchase order, contract or invoice.

• Terms of payment

Unless other special terms are expressly stipulated by special conditions laid down in writing prior to delivery, the sale price is payable either in cash on receipt of the invoice or on the 30th of the month following that in which the invoice was issued, net and with no discount. The terms of payment depend on the agreement of the credit insurance « SFAC ».
Payments owed to the Seller may not under any circumstances be suspended or reduced or compensated for in any way without the written agreement of the Seller.
Any payment made to the Seller will be charged to the amounts owed for any reason, starting with those that have been outstanding for the longest period of time.
Should the Buyer fail to pay (fully or partly) the price when it is due, the Seller will be automatically entitled to cancel the sale if a notice remains unheeded five days after being served, without prejudice to any damages or interest claimed subsequently by the Seller. Interest on arrears will be owed by the Buyer at one and a half times the legally applicable rate on the date the notice has been served.

• Invoicing

On receipt of the order, the Seller will draw up an invoice in duplicate, one copy of which will be delivered to the Buyer following receipt of the goods.
The invoice shall include the information stipulated in article 31 of the modified ministerial order dated 1 December 1986.

6. RESERVATION OF TITLE

The products are sold subject to reservation of title. In accordance with the law of 12/5/1980 and the law of 25/1/1985 modified on 10/6/1994, the Seller expressly reserves ownership of the delivered products until the sale price, costs and all ancillary charges have been paid in full. However, risks are transferred to the customer as indicated above as soon as the goods have been delivered. Should the Buyer fail to pay a single fraction of the price by the agreed dates, the sale shall be cancelled automatically if no response is received 8 days after notice has been given thereof by registered letter with acknowledgement of receipt. In such a situation, the Seller Domino Sign may recover the goods if it sees fit and Domino Sign shall retain any sums paid by the customer by way of damages, without prejudice to any request for the Buyer to return sums received in payment following a resale.
To benefit from the said clause, the Seller Domino Sign shall formally inform the Buyer or his agent in the event of a collective procedure by registered letter with acknowledgement of receipt of his desire to recover the goods.
Cheques and letters of exchange will only be considered as payment from the date on which they are actually cashed. Until such time, the reservation of title clause shall remain fully effective.
These provisions do not prevent the risks connected with the products sold from being transferred upon delivery, as indicated above.
The Buyer promises not to transform or incorporate the said products or resell or pledge them until the price has been paid in full, under penalty of the Seller immediately reclaiming them.

7. GUARANTEE

The products sold are covered by the legal guarantee against hidden defects in the sense of article 1641 of the French Civil Code. The Buyer has 8 days to inform the Seller by registered letter with acknowledgement of receipt of any problem with regard to the guarantee, failing which it shall be inadmissible thereafter.
Unless indicated to the contrary, the guarantee shall run for 12 months from the date of delivery and shall apply only to equipment delivered and paid for in full.
The guarantee concerning LED signs shall only apply if transformers of "Mean Well" brand are used. The customer shall in all cases refer to the proposals made by the Seller.
The guarantee does not cover replacements or repairs resulting from normal wear of the equipment, deterioration or accidents arising out of negligence, faulty supervision, maintenance, storage, handling or use that is not in accordance with the Seller's or manufacturer's specifications.
The guarantee shall not apply when any repair or work whatsoever is found to have been carried out by anyone other than the Seller's after-sales department.
Under no circumstances shall the Seller be declared responsible for the direct or indirect consequences to people and property of any failure in equipment sold by him.
No compensation may be claimed from him as a result of this in any respect whatsoever, including in respect of loss of enjoyment.

8. COMPETENT JURISDICTION _ APPLICABLE LAW

All disputes arising with respect to the interpretation and implementation of the present Conditions of Sale shall be referred exclusively to the Commercial Court of Grenoble, France. The applicable law is French law, including the 1980 Vienna Agreement on the international sale of goods.
The Seller elects domicile at his above-mentioned head office.