General terms and conditions 2010
- Article 1 - General
1.1 Execution of legal effectiveness: :The present general terms and conditions are systematically handed to each buyer of the category 'merchant', in order to allow the buyer to place orders (with delivery or with pick-up of the goods by the client).
All legal entities, which sell the product to the end consumer, come into the category 'merchant'.
In placing an order the client implicitly gives his total and absolute acceptance of these general terms and conditions to the exclusion of all other document. No separate condition can either complete or be an exception to the present general terms and conditions, except with the prior explicit consent of NAJJAR Ltd, and specifically referring to the part(s) of the general terms and conditions that are to be thus modified or completed.
1.2 Failure to respect the general terms and conditions: NAJJAR Ltd can cancel an accepted order and/or bring an end to commercial relations without prior notice, by refusing any further orders, by sending a registered signed for letter, in particular in the following cases: unfavourable changes in the client’s financial or commercial situation, that are likely to lead to non-payment, non-respect of financial obligations on the part of the client, especially in the case of late payment, misjudging of consumer rights and/or competition regulations by the client, in the case of force majeure or other similar events. In the case of cancellation of accepted orders NAJJAR Ltd is exempt from any obligation to deliver. The client will not be entitled to any compensation from NAJJAR Ltd.
In any particular instance where NAJJAR Ltd does not apply part or all of these general terms and conditions, it can in no way be taken as a signal or agreement not to apply part or all of the general terms and conditions at a later date.
1.3 Applicable legislation and settlement of disputes: The applicable legislation is French legislation. All litigations or disputes resulting from operations covered by the present general terms and conditions, will be submitted to the “Tribunal de Commerce de Lyon” (the French commercial court of Lyons), even in case of several defendants, and this is expressly accepted by the client.
- Article 2 – Orders
Any client order to NAJJAR Ltd acts as a proposal to do business together, knowing that, in all cases, any order cannot be for less than 150€ excluding VAT.
The prices do not include delivery outside of the French Continent. Delivery costs are available upon request to NAJJAR Ltd.
An order is not considered as being accepted until its processing. NAJJAR Ltd reserves its right to refuse, to reduce or to split up any order it finds abnormal in terms of quantity.
Any change requested by the client can only be taken into account if it does not give the original order an abnormal character, if it is officially communicated in writing to NAJJAR Ltd and if it is received at least a minimum of 4 days before the delivery date indicated on the accepted order.
An order can only be delivered to a single address, at a single date and time. Only one, unique invoice will be issued per order.
NAJJAR Ltd does not handle outstanding items. For that reason, it is necessary to reorder any product or products that are not in stock.
- Article 3 – Delivery
3.1 Terms: NAJJAR Ltd does it best to respect delivery times indicated on orders and can, in no case, be held responsible for delays in delivery.
Consequently, any delays in delivery cannot give rise to either compensation, or deductions, or the right to cancel ongoing orders.
NAJJAR Ltd is automatically released from any obligation relating to delivery periods when the client does not respect their obligations and in particular, when the client does not supply, in good time, any information required for the processing of an order, as well as in the case of force majeure or similar events. NAJJAR Ltd endeavours, in this event, to warn the client of any difficulty encountered.
3.2 Conformity: Upon delivery it is the responsibility of the client to check the delivery receipt and the condition of the delivered goods. In case of failings, loss, or damage possibly due to the transportation, within the terms of article 133-3 of the Code of Commerce, the client must:
- note any reservation clearly, explicitly and completely on the original transport documents and on the deliverer’s PDA and return the copy to the seller
- furthermore, within eight days of delivery of the goods, the client must inform NAJJAR Ltd in writing of the damages noted and provide any evidence of damages and anomalies. Any failure to act accordingly causes the client to surrender the possibility to criticise NAJJAR Ltd for not fulfilling its contractual obligations.
- Article 4 – Prices
Invoicing is based on tariffs accompanying the current general terms and conditions, and can vary. NAJJAR LLC communicates new tariffs to the client as soon as they are available.
Prices are unit prices without VAT. The applicable VAT rate appears on the tariffs as well as the invoice by the following code: Code 0: without VAT – code 1: 19.6% - code 2: 5.5%. Any taxes, contributions or other requirements that are to be paid according to French law or that of an import country or a transit country are at the expense of the buyer.
Products are delivered at the valid price on the day of invoicing.
- Article 5 – Invoicing and conditions of payment
According to article L 441-3 of the Code of Commerce, an invoice is issued the day of departure from the warehouse of NAJJAR Ltd for each delivery, with the exception of proforma invoices whose payment is due before delivery.
The date of issue of the invoice is considered as the starting date for payment terms. Only one single invoice can correspond to each order, in accordance with provisions of article L 441-3 of the Code of Commerce.
Invoices are to be paid immediately. Immediate payment does not entitle the buyer to a discount. All clients will be asked to settle their invoice by cheque, bank transfer or electronic payment before the delivery of goods.
In absence of payment by the appointed date the amount will be payable immediately. Any late payment will give rise automatically and without other formalities, to monetary penalties corresponding to three times the legal rate of interest. In the case of insufficient provision in a client’s bank account, the client has to bear any related expenses in the limit of 23€ per unpaid invoice.
- Article 6 –Clause of Retention of Ownership
6.1 Clause of Retention of Ownership: It is agreed that any ordered or delivered goods do not become the property of the client until complete payment of the price and any other costs by the latter. By payment is understood the actual cashing by NAJJAR Ltd of the client’s means of payment. In the event of non-payment by the client, NAJJAR Ltd can repossess the unpaid goods without giving any compensation. All costs or expenses incurred in repossessing goods are at the expense of the client.
6.2 Transfer of risk Risk of loss or damage with regard to NAJJAR Ltd goods, is transferred from NAJJAR Ltd as soon as goods are handed over to the first transporter after loading, or when picked up by the client. This means, principally, that goods travel at the client’s risk and expense.
- Article 7 - Intellectual property
All elements (brands, drawings, models, logos, graphics, illustrations etc ...) are the exclusive property of NAJJAR Ltd.
The reproduction or use of these elements in whole or in part is expressly forbidden.
Mise à jour 20/09/2010
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