Estapor | International
Search
1.1 The present general terms and conditions of sale are applicable to all sales of products by MERCK CHIMIE SAS. When placing any order with MERCK CHIMIE SAS, the buyer accepts these G.C.S. without qualification and in their entirety to the exclusion of any other document, including brochures or catalogues issued by MERCK CHIMIE SAS as indicative only. No special condition shall unless expressly agreed in writing by MERCK CHIMIE SAS prevail over the G.C.S. Any clause to the contrary proposed by the buyer, especially any general purchasing condition, shall not therefore, unless expressly agreed, be binding on the seller, irrespective of when the seller knew of that clause. In case of contradiction between these General Conditions and any specific conditions agreed upon between the parties, the specific conditions shall prevail.
1.2 All purchase orders remitted by the Buyer are subject to acceptance by MERCK CHIMIE SAS in writing.
2.1 It shall be expressly stated that the risk in the goods, and particularly those risks inherent in their carriage, shall pass to the buyer immediately upon their delivery. Delivery shall take place, for all sales whatever their destination at the time the goods leave the MERCK CHIMIE SAS's factories or warehouse, irrespective of any terms of sale of payment of the costs of carriage. However, for orders which refer to INCOTERMS, the rules of INCOTERMS prevailing at the time of the sale, shall apply. It shall be remembered that eight (8) days before the delivery date, no order modification or cancellation can be accepted.
2.2 Except as stated otherwise, on acceptance of the purchase order, once the products leave the MERCK CHIMIE SAS warehouse, all shipping, insurance, custom duties and taxes are borne by the Buyer. The time quoted for delivery on our proposal/mail is to be treated as an estimate only. No penalty or damage for delay shall be claimed to MERCK CHIMIE SAS in case of late delivery.
The consignee shall be responsible for :
(a) checking of the goods upon receipt regarding their condition and quantity, when necessary, by opening the packages in the presence of the delivery person.
(b) stating, in case of damaged or missing packages, some reservations on the delivery note by writing in details the nature of damages.
(c) notifying of the damaged or missing packages to the article carrier with registered letter with a form for acknowledgement of receipt within three days upon receipt of the goods, according to article L133-3 of the French commercial Code.
3.1 Irrespective of the date on which the order is placed, the products are invoiced at the prices applicable on the date the products leave MERCK CHIMIE SAS's warehouse. MERCK CHIMIE SAS shall not accept any order, the amount of which is less than five hundred euros, (500) excluding taxes. However, this amount may from time to time be subject to modification, depending on the case. In case of an order under five hundred (500) Euros excluding taxes, the payment of a lump-sum amount of one hundred (100) Euros excluding taxes to cover administrative costs.
4.1 Invoices shall be paid at Fontenay-sous-Bois. Unless otherwise agreed in writing, or simplified from a prior course of dealing between the parties, payment of the price and of any other sums due by the Buyer to the MERCK CHIMIE SAS shall be on open account and time of payment shall be 30 days from the date of invoice. Where payment is spread out, failure to pay a single instalment on the due date shall be considered as a default and result in the immediate acceleration of the entire amount due and owing under the invoice. Any deterioration of the customers credit may cause the requirement of warrantees or cash payment before completion of all the orders received.
4.2 According to the article L 444-1 of the French commercial Code, when payment is not made on the due date in the invoice, interest for late payment will be payable, without the need for any formal notice to this effect and without prejudice to any future claim for damages, from the day following the due date. The interest rate wil be equal to the rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points.
4.3 Non payment of any invoice shall be considered a fundamental breach entitling MERCK CHIMIE SAS to suspend any further delivery or to consider the contract terminated immediately by reason of the buyer’s default without prejudice to any claim for damages.
5.1 MERCK CHIMIE SAS retains full ownership of the products until full payment of the selling price has been received (article L621-122 al. 2 of the French Commercial Code).
5.2 Notwithstanding MERCK CHIMIE SAS's retention of a lien, the risks related to the products (including the risk of loss or destruction) are transferred to the Buyer when the latter takes delivery of the products (i.e. "ex MERCK CHIMIE SAS warehouse"). The Buyer undertakes to insure the products on delivery against any risks that the products may be subjected to or cause.
5.3 Until full payment of the price, the Buyer shall maintain the products under lien in such a way as renders them distinct, so they cannot be confused in any way with the products of other suppliers; they cannot be transferred, re-sold, distrained or, more generally, be subjected to rights conferred on third parties.
6.1 The Buyer shall examine the products as soon as possible, after their arrival at destination and shall notify MERCK CHIMIE SAS in writing of any lack of conformity of the products within 15 days from the date when the Buyer discovers or ought to have discovered the lack of conformity. In any case the Buyer shall have no remedy for lack of conformity if he fails to notify MERCK CHIMIE SAS thereof within 12 months from the date of arrival of the products at the agreed destination.
6.2 Where Products are non-conforrning (and provided the Buyer having given notice of the lack of conformity in compliance with article VI point 1., does not elect in the notice to retain them) MERCK CHIMIE SAS shall at his option:
(a) replace the products with conforming products, without any additional expense to the Buyer, or
(b) repair the products without any additional expense to the Buyer, or
(c) reimburse to the Buyer the price paid for the non-conforming products and thereby terminate the Contract as regards those products.
6.3 Warranty is expressly limited as indicated in articles 6.1 and 6.2 above, and excludes any compensation for any cause whatsoever and, in particular, for loss or damage of any nature whatsoever (indirect damage, loss of earnings, bringing into disrepute, etc.).
6.4 Unless otherwise agreed in writing, no action for lack of conformity can be taken by the Buyer, whether before judicial or arbitral tribunals, after 2 years from the date of arrival of the products.
7.1 All MERCK CHIMIE SAS's obligations will be suspended in all cases where force majeure results in the non-performance of an obligation.
7.2 The following shall be considered as events of force majeure which shall therefore allow to cancel or suspend those contractual obligations, without any right of recourse for the buyer, accidents affecting the manufacture or storage of the products, total or partial strikes, administrative decisions, acts attributed to third parties, war and all any external occurences likely to delay or prevent the performance of the MERCK CHIMIE SAS's obligations or to render such performance economically exorbitant.
8.1 Any questions relating to this Contract wich are not expressly or implicitly settled by the provisions contained in the Contract itself (i.e. these General Conditions and any specific conditions agreed upon by the parties) shall be governed :
(a) by the United Nations Convention on Contracts for the International Sale of Products (Vienna Convention of 1980, hereafter refferred to as CISG), and
(b) to the extent that such questions are not covered by CISG, by reference to the French Law.
8.2 For any disputes relating to the interpretation or the performance of the present general terms and conditions of sale, only the Tribunal de Commerce de Paris shall entertain jurisdiction, without regard to the place of delivery or even in the event of interlocutory proceedings or warranty claim, or plurality of defendants.
