1 - GENERAL TERMS OF SALES
These General Terms of Sale (hereinafter, the "GTS") apply to sales by the company ANHA Creation (hereinafter, the "Seller") to any professional buyer (hereinafter, the "Buyer") of any Product
(hereinafter, the "Products").
The GTS consist of this document, the price list and the applicable tariff conditions, which form an integral part thereof.
The GTS formalise the Seller’s offer. In accordance with the provisions of Article L. 441-6 of the French Commercial Code, the GTS constitute the sole basis for the Seller’s commercial negotiations with the Buyer.
In the absence of a specific agreement concluded with the Buyer, any order placed by the Buyer implies unreserved acceptance of the GTS, including the Seller’s prices, notwithstanding the existence of purchase conditions or any other document from the Buyer that has not been expressly accepted in writing by the Seller.
The GTS and the characteristics of the Products are subject to change at any time as part of the application of the REACH (Registration, Evaluation, Authorisation and Restriction of Chemical substances) regulation.
2 - ORDERS
In order to be taken into account, any order must be placed by mail, fax, e-mail or EDI with the Seller.
In addition, the Seller reserves the right to refuse any order that appears abnormal, be it in terms of the quantities of Products ordered or in terms of delivery times which cannot be met. Any order that is not subject to an express refusal by the Seller or to modification within 72 h (working days) shall be considered firm and accepted.
3 - PRICE
3.1. The price applicable is that in force at the time that the order is placed.
3.2. Our Products are made from paraffin, a material that is subject to pronounced price fluctuations due to its scarcity. Our prices are therefore likely to change over the course of the year. In this event, we will notify you of
the new applicable price list 3 months before it is applied. In the event that a contract is concluded for the sale of Products for a period exceeding three months, the Seller and Buyer shall meet to discuss
the consequences of any major variation in the cost of purchasing paraffin by the Seller, and negotiate the application of a revised price.
It is expressly agreed that any upward or downward variation in the ICIS Law index in excess of 10%, observed for at least 3 consecutive months shall be considered a major variation in the cost of purchasing paraffin
(the latest reference index being a 12-month rolling average). In the event that the parties fail to agree on the application of a revised price, the parties shall meet in order to consider the conditions under which it is possible to continue
the contract, or to consider the terms for the full or partial termination of their contract (in particular with regard to the application of the non-revised price during a notice period to be defined by mutual agreement based on the total duration of the commercial relationship).
4 – PAYMENT
4.1. Advanced payment of 50% at the order reception. The remaining 50% due are to be paid before the goods delivery.
4.2 In the event of non-payment of a single instalment, the execution of orders in progress may be immediately suspended.
In addition, the failure to make payment of a single instalment on the due date shall make payable all invoices issued by the Seller and not yet settled by the Buyer, regardless of the payment method and original deadlines.
4.3 Interest at a rate equivalent to 3 times the legal interest rate in force shall be applied to any sum unpaid on the due date. In addition, the Buyer shall automatically be liable for a lump-sum indemnity of 40 Euros for recovery costs.
If the recovery costs actually incurred by the Seller exceed this amount, the Seller reserves the right to request additional compensation upon justification.
4.4 Likewise, we reserve the right to suspend any order underway with regard to a Buyer whose solvency appears in doubt.
4.5 The rights to any discounts granted by the Seller are expressly conditional on strict compliance by the Buyer with their undertakings entered into in exchange, and in particular compliance with these GTS, as well as full
and punctual payment of all sums due to the Seller in whatever capacity.
4.6 Unless otherwise agreed in writing by the Seller beforehand, the sums due in whatever capacity to our customers (deferred discounts, invoices for the provision of services) cannot be offset against our invoices for the sale of Products.
Consequently, they cannot be deducted from the payment of our invoices. Any deduction which has not been previously agreed shall constitute a payment incident justifying the suspension of deliveries, the immediate payability of invoices
not yet due, and the application of the late payment penalties and recovery compensation mentioned above.
5 - DELIVERY – VERIFICATION OF THE DELIVERED PRODUCTS
5.1. Delivery of the Products shall be made to the place designated by the Buyer.
5.2. When our Products are delivered on EURO-standard pallets. These are the property of the Seller and unless otherwise agreed, must be exchanged like-for-like upon delivery, regardless of whether delivery is made to a warehouse or
directly to the point of sale.
Non-recovered pallets shall be invoiced in accordance with the price list in force at the end of each month.
5.3. The Buyer must verify the number and condition of the Products before taking delivery thereof. In the event of damage (such as damaged, crushed or open boxes, un-wrapped pallets, etc.), missing or delayed items,
the Buyer must indicate their reservations on the consignment note (CMR) presented by the freight forwarder, and confirm these by registered letter to the freight forwarder within three days of the date of delivery, in the forms and
deadlines provided for under Article L.133-3 of the French Commercial Code. A photocopy of the CMR and the freight forwarder’s sign-off must be attached. These reservations must allow the precise identification of the incident and Product (date, labelling). No logistical penalty or Product return for non-conformity shall be accepted if these conditions are not complied with.
5.4. In the absence of any reservations indicated on the transport documents in a clear, concise manner and confirmed to the Seller and freight forwarder within three days, including holidays, following delivery, by registered letter accompanied
by supporting documents, the Products shall be deemed to be compliant with the order and the Seller shall not be liable for any lack of conformity of the delivery.
5.5. The Buyer may only refuse or return the Products with the prior written consent of the Seller, who must have been in a position to verify the accuracy of the complaint. Otherwise, the Buyer shall bear all consequences of such
returns and shall remain liable for payment of the corresponding invoices.
6 - RETENTION OF TITLE / TRANSFER OF RISK
6.1. The products delivered remain the property of the seller until their price and interest is paid in full.
6.2. On the other hand, regardless of the date of transfer of ownership of the Products, the risks relating to the Products shall be transferred to the Buyer as soon as the latter takes possession thereof, namely at the time that the Products are received on their premises in the event of delivery by the Seller or at the time that the Products are collected from the Seller’s premises in the event of collection by the Buyer.
6.3. The Buyer may however resell the Products as part of the normal operation of the business, this resale authorisation being automatically withdrawn in the event of any suspension of payments.
6.4. In the event that payment is not made within the prescribed period, the Seller reserves the right to retrieve the delivered Products and, if they see fit, to terminate the corresponding sales. Return of the Products shall be made on the
Seller’s premises, upon claim, by registered letter with acknowledgement of receipt, at the expense and risk of the Buyer.
6.5. The Seller shall be authorised to unilaterally perform an inventory of the unpaid Products located on the Buyer’s premises.
Furthermore, if the Buyer undergoes a reorganisation or court-ordered liquidation, the Seller reserves the right to claim Products which have been sold out but remain unpaid within the framework of the collective procedure.
6.6. The Buyer shall bear all of the costs and fees incurred by the claim, inventory and retrieval of the Products.
This clause shall apply notwithstanding any stipulation to the contrary that may in particular be contained in the Buyer’s purchase conditions or in any other commercial or accounting document.
7 - NO COMPENSATION / PENALTIES
7.1. The Buyer may not, without the prior written agreement of the Seller, proceed to refuse or return the Products, or automatically deduct from the amount of the invoice drawn up by the Seller the corresponding penalties for non-compliance with a delivery date or non-conformity of the Products.
7.2. In the event of unjustified refusal or return of the Products ordered, the Seller reserves the right to invoice for transport and other costs incurred, without prejudice to any damages or interest.
7.3. In accordance with the provisions of Article L. 442-6-I-8 of the French Commercial Code, the Buyer is prohibited from automatically deducting from the amount of the Product sale invoices the corresponding penalties or rebates for non-compliance with a delivery date or non-conformity of the Products, where the debt is not certain, liquid and payable, and where the Seller has not been in a position to verify the accuracy of the corresponding complaint.
Only prejudice which has previously been demonstrated, quantified and acknowledged in writing in adversary hearings may possibly give rise to compensation.
8 - COMPLAINTS / PRODUCT RETURNS
8.1. Any complaint relating to sales and/or services provided by the Buyer must be made within 1 month. After this period, no additional demand may be validly made.
8.2. In the event of non-compliance of the delivered Products, the Buyer must immediately provide the Seller with all means of verifying the Products and any non-conformity. Non-compliant Products will only be returned to us following a retrieval agreement issued by our Company.
8.3 In the event of a defect or non-conformity of the Products received by the Buyer and duly noted by our Company, the Buyer may receive a replacement for the Products, or if replacement is impossible, reimbursement of the
price actually paid by the Buyer
8.4. As the Seller is not responsible for any damage which occurs after delivery to the Buyer (such as damaged, crushed or open boxes, unwrapped pallets, etc.), in particular resulting from storage or
handling operations, or due to customers at the Buyer’s point of sale, no Product returns will therefore be accepted.
8.5. In addition, no return of unsold products may be made without the express prior approval of ANHA Creation.
8.6. Dimensions and combustion times are given for reference purposes only, and may vary by up to 10% without giving rights to a complaint.
10 - RECONDITIONING OF PRODUCTS
Products are delivered by the Seller for resale in as-is condition to the consumer. Any reconditioning is strictly prohibited without the prior written authorisation of the Seller.
In particular, in the event of any promotional offer intended for consumers (batch sales, sales with bonuses, coupons, etc.), before resale, the Buyer is prohibited from making any modification whatsoever to the physical presentation of the Products sold.
12 - CONFIDENTIALITY
The Buyer undertakes to keep strictly confidential technical and commercial information about the Seller and the Products that they may become aware of during the negotiation, execution or termination of commercial relations .
13- INTELLLECTUAL PROPERTY
The Buyer is and remain the owner of and the holder of any and intellectual property rights on the Trademarks and on the Finished Products, and the Seller shall refrain from using or exploiting any of the Trademarks or of the Products in any manner whatsoever and for any purpose other than the performance of this Agreement
14 - APPLICABLE LAW - COMPETENT JURISDICTION
Any sale made by the Seller is subject to French law.
In the event of a dispute, the Commercial Court of Paris shall have sole jurisdiction, regardless of the place of delivery, mode of payment accepted and even in the event of a warranty claim or multiple defendants.