.jpg)
Terms and Conditions of Sale
Description of the document and its relationship to the terms and conditions of purchase
Any order for products, whether standard or promotional, constitutes the Buyer’s full and unconditional acknowledgment and acceptance of the Seller’s general terms and conditions of sale. These terms and conditions supersede any other terms and conditions issued previously.
These General Terms and Conditions include the price lists, this text, and the appendices. Unless previously accepted in writing by the Seller, no special terms may take precedence over the General Terms and Conditions of Sale.
Any condition proposed by the Buyer shall therefore, in the absence of express acceptance, be unenforceable against the Seller, regardless of when it may have been brought to the Seller’s attention.
By placing an order, the Buyer irrevocably waives the right to rely on any of its own General Terms and Conditions of Purchase or to invoke any provision that conflicts with these Terms and Conditions.
Orders, Delivery Times
1. Orders are binding and final, and no cancellation or modification will be permitted unless the Seller gives its prior written consent. Unless it is proven that the cancellation was caused by the Seller, any deposits paid shall be retained by the Seller as compensation for damages.
2. An order is considered accepted by the company only when the company has acknowledged receipt of the order and its status has changed to "being prepared" in the case of an online order. The automatic sending of the order summary does not constitute an acknowledgment of receipt of the order. SD Pack reserves the right to change the price and any other component of the order
3. Delivery times are provided for informational purposes only. Any delays shall not give rise to compensation, refusal of the goods, or cancellation of the order.
Any failure by the Buyer to comply with the delivery terms entitles the Seller to bill the Buyer for the carrier’s waiting time.
4. To be admissible, any dispute regarding the condition of the goods must have been noted on the delivery slip, signed by the recipient and countersigned by the delivery person. The dispute must also be sent to the seller by certified mail within 48 hours.
5 The Seller reserves the right to suspend deliveries upon the occurrence of any event that may indicate a decline in the Buyer’s apparent creditworthiness.
Logistics
If the Buyer picks up the goods at the Seller’s premises, transportation is at the Buyer’s sole risk, without exception and notwithstanding the terms of the section on the Retention of Title Clause. In the event that the goods are transported accompanied by customs or tax documents, if such documents are not returned by the due date, the Buyer shall reimburse the Seller for all amounts that the Seller may incur, including duties and taxes.
To prepare orders for pickup, the Seller must have received confirmation of the appointment 2 business days before the pickup date. Carriers must comply with the safety protocols in effect at the pickup location.
Financial Terms
1. Rates are based on cash payment.
They can be modified at any time
No discount is granted for early payment unless otherwise expressly agreed.
Rates are subject to specific conditions depending on the geographic delivery area.
2. All payment instruments must be received by the Seller before the due date indicated on the invoice.
3. Consequences of any failure to pay, in whole or in part, by the payment date indicated on the invoice:
- Immediate payment of all outstanding amounts, regardless of the payment method or due date.
- In addition, a flat-rate fee for collection costs in the amount of 40 (forty) euros shall be due, automatically and without prior notice, in the event of late payment.
- payment, as a penalty clause, of compensation equal to 15% of the amounts due (including tax) that remain unpaid, with a minimum flat fee of 300 euros per claim, including any judicial and extrajudicial costs, particularly penalties and bank fees, if applicable. This penalty clause shall apply without the Seller being required to prove the extent or nature of its damages.
- set-off, in an amount equal to the principal plus interest, costs, and incidental expenses, against all credits, refunds, rebates, discounts, or reductions, and, more generally, any amounts that the Seller may owe the Buyer for any reason whatsoever.
-suspension of all deliveries until full payment is received.
-termination of any contract or outstanding order following a formal demand for payment sent by letter R.A.R., which had no effect.
- loss of any discounts, rebates, or reductions that may have been granted by the Seller but not yet paid,
-Cash payment for the delivery of the next two orders following the date on which the failure to pay on time is confirmed.
Any unilateral deduction by the Buyer from any of its payments shall be considered a default in payment and may result in all of the consequences described above.
4. The invoice is issued based on the rate applicable to the geographic delivery area, as in effect on the delivery date. The invoice is issued in accordance with current tax laws and will be automatically adjusted in the event of any changes to those laws.
5. Any return accepted by the Seller or any notification by the Seller that the ordered product is unavailable shall result in the issuance of a credit to the Buyer; such credit shall in no way constitute an acceptance by the Seller of any penalty or damages whatsoever.
Retention of Title Clause
All goods remain the property of the Seller until full payment of the price has been made.
It is hereby clarified that by “full payment of the price,” the Seller means the actual receipt of payment, and not the delivery of a payment instrument that creates an obligation to pay.
In the case of installment payments, full payment is not considered to have been made until all installments have been paid.
Any extensions of the due date that may be granted will be subject to the same retention of title.
The risk of loss or damage to the goods, as well as liability for any damage they may cause, is transferred to the Buyer upon delivery of the goods. The Buyer must insure them on behalf of the Seller and at the Seller’s expense.
The goods shall be used or resold by the Buyer in the chronological order of the Seller’s deliveries. Consequently, goods in the Buyer’s inventory shall be deemed to relate to the Seller’s unpaid invoices. The return of goods belonging to the Seller pursuant to this clause shall be at the Buyer’s expense and risk. Where applicable, the Seller reserves the right to reclaim the goods from any subsequent purchasers.
In the event of resale, the claim may be asserted against the price of the goods or any corresponding receivable, even if held by any holder or transferee, and the Buyer agrees to assist the Seller in collecting such receivables from subsequent purchasers.
In any event, the Seller shall be subrogated to the Buyer’s rights with respect to any amounts or compensation that may be due to the Buyer, for any reason whatsoever, including insurance, up to the amount of the price of the goods delivered but not yet paid for.
Warranties
The Seller’s contractual obligations shall be automatically suspended, and the Seller shall be released from liability in the event of circumstances that may halt or reduce the manufacture or transportation of the goods or prevent the normal fulfillment of sales. Similarly, the Seller shall not be held liable if the products sold are stored under abnormal conditions or conditions incompatible with their nature.
The Seller’s warranty is limited to the replacement of goods found to be defective, to the exclusion of any damages whatsoever, including but not limited to loss of materials, loss of profits, etc., and, in general, for any alleged damage, whether direct or indirect; the Buyer must inspect the goods before use or resale.
To ensure the quality of its products and protect its brands, the Seller has the right to recall, regardless of location, any products whose quality is in question; the Buyer agrees to provide assistance, particularly with logistics and inventory management.
Dispute Resolution
Any claim by the Buyer regarding amounts that the Seller may owe the Buyer for any reason whatsoever must be notified by certified mail with return receipt requested no later than 1 month after the end of the calendar year for which the amount is claimed. Otherwise, the claim will not be admissible.
In the event of a dispute regarding the interpretation and/or performance of this agreement, the Commercial Court of Bourg-en-Bresse shall have exclusive jurisdiction, and French law shall apply.
Industrial and Commercial Property
The sale of the products does not confer any rights on the Buyer with respect to the trademarks or distinctive marks affixed to such products.
The Buyer’s production of any advertisement or promotional campaign featuring the trademarks or distinctive signs affixed to the Seller’s products is subject to the Seller’s prior written authorization.
The Seller reserves the right to refuse to publish advertisements that are disparaging or harmful to its trademarks.
When the Buyer posts the Seller’s products online, the Buyer agrees to use only photos and logos provided by the Seller, for which the Seller’s prior written consent is required.