GTC

Terms and conditions of sale

 

1. SUBJECT

The general terms and conditions of sale described below detail the rights and obligations between the company OTA, located at 109 rue Maréchal Joffre 45240 La Ferté Saint Aubin, with a share capital of €10,000, registered in the Orléans Trade and Companies Register under number 813 920 121, (hereinafter referred to as "OTA"), represented by Lusosol, in its capacity as President, duly authorized for the purposes hereof.

Hereinafter referred to as the "Vendor". On the one hand,

And the individual or legal entity purchasing the company's products,

Hereinafter referred to as "the Customer" On the other hand, it has been set out and agreed as follows

2. PRICE

2.1. The prices of the goods sold are those in force on the day the order is taken. They are denominated in euros and calculated exclusive of tax. Any taxes payable by the customer under current legislation will be passed on to the customer, as well as any transport costs (see point 2.5.).

2.2. Customs duties or other local taxes or import duties or state taxes may be payable in certain cases. These duties and sums are not the responsibility of the Vendor. They are the responsibility of the Customer (declarations, payment to the competent authorities, etc.). In this respect, the Vendor invites the Customer to obtain information on these aspects from the relevant local authorities.

2.3. The Seller reserves the right to modify its prices at any time. However, OTA undertakes to invoice the goods ordered at the prices indicated when the order is registered.

2.4. Unless otherwise agreed in a quotation, items are invoiced on the basis of the prices in force at the time the order is placed. Prices quoted are exclusive of VAT. Any taxes payable by the Customer under current legislation will be passed on to the Customer.

2.5. For deliveries in metropolitan France, shipping costs will not be invoiced for orders equal to or greater than €700 excluding VAT. For orders below this amount, a flat-rate shipping charge of €30 excluding VAT will be invoiced to the customer. For deliveries outside mainland France within the European Union, shipping costs will not be charged for orders of €1,500 or more excluding VAT. For orders of less than this amount, the Vendor will provide an estimate of shipping costs to be borne by the Customer.

3. RETENTION OF TITLE CLAUSE

OTA retains ownership of the goods sold until full payment of the price, in principal and in accessories. In this respect, if the Customer is the subject of receivership or liquidation proceedings, OTA reserves the right to claim, within the framework of the receivership proceedings, the goods sold and remaining unpaid.

4. ORDER

4.1. Orders are firm and final for the Customer. All orders will only be validated once payment has been accepted. All orders must be accompanied by an order form signed by the customer.

4.2. Verbal or telephone orders will only be considered if confirmed in writing by the Vendor. Such orders cannot be delivered until the Vendor is in possession of the order form(s), duly signed by the Customer. All orders, even when taken by representatives or employees, become final only after acceptance by the Vendor.

4.3. Any order which is not expressly rejected by the Vendor within fifteen days of receipt is presumed to have been accepted. By exception, acceptance may also result in the dispatch of goods. In the absence of a purchase order signed by the Customer or of written confirmation, the delivery note will be deemed to be the letter or purchase order and will constitute the written sales contract between the Vendor and the Customer.

4.4. The Vendor reserves the right to cancel or refuse an order in the event of a dispute with the Customer over a previous order, or total or partial non-payment of a previous order.

4.5. Any modification or cancellation of an order by the Customer must be notified to the Vendor in writing. Such a request can only be taken into consideration if it is received in writing by the Vendor, no later than eight days after receipt of the order confirmation. In the event of a verbal request or one received outside the aforementioned period, the order in question will normally be delivered and invoiced to the Customer, who will be required to pay for it. If an order is cancelled in writing within the contractual time limit, the Customer will be obliged to pay the Vendor compensation of 15% of the amount of the cancelled order including VAT.

5. DELIVERY

5.1. Unless expressly agreed otherwise in writing, delivery to the Customer is deemed to have taken place when the goods are handed over to the first carrier. Acceptance of goods is the sole responsibility of the Customer.

 

5.2. Delivery is made :

- or by handing over the goods directly to the customer;

- or by sending a notice of availability to the warehouse for the attention of the Customer;

- or at the location indicated by the Customer on the order form.

The delivery time indicated when the order is placed is given as an indication only and is in no way guaranteed.

Consequently, any reasonable delay in the delivery of products shall not entitle the Customer to :

- the award of damages;

- cancellation of the order.

5.3. In certain specific cases, as explained in point 2.5, OTA bears the cost of transport to the location indicated at the time of order for all orders of €700 or more excluding VAT in mainland France.

5.4. The risk of loss of or damage to the goods, as well as the risk of additional costs arising from events occurring after delivery, is transferred from OTA to the customer when the goods are handed over to the first carrier. In the event of damage or shortage, the customer must make all necessary claims and confirm his reserves by extrajudicial act or by registered letter with acknowledgement of receipt to the carrier within two days of receipt of the goods.

In order to be admissible, any dispute concerning damage or missing items must be the subject of serious reservations by the customer on the carrier's delivery slip, indicating the nature of the damage noted, the number of missing items and the reference number of the products concerned.

6. PAYMENT

6.1. Payment must be made no later than 30 days net from the date of invoice. Invoices are issued no later than the day of delivery. However, OTA may require payment in cash on delivery in the following cases:

- New customer

- Late payments or other previously recorded payment incidents

- Actual and demonstrable risk of non-payment or insolvency of the Customer

 

6.2. The invoiced price is in Euros; payment must be made in Euros. If this is not the case, the amount invoiced will be determined by applying the exchange rate set by OTA.

6.3. All customers must open an account and send OTA an up-to-date K-BIS or Siret number, VAT number and bank details.

6.4. In the event of late payment, OTA may suspend all current orders and claim a late payment penalty equal to three times the legal interest rate. The legal interest rate is that in force on the day of delivery of the goods. This penalty is calculated on the amount due, inclusive of tax, and runs from the due date of the price, without the need for prior formal notice. In addition to late payment penalties, any sum not paid by the due date will automatically give rise to the payment of a fixed indemnity of 40 Euros to cover collection costs.

7. FORCE MAJEURE

OTA may not be held liable if the non-performance or delay in performance of any of its obligations described in these general terms and conditions of sale is due to force majeure. Force majeure is defined as any external, unforeseeable and irresistible event within the meaning of article 1148 of the French Civil Code.

8. INTELLECTUAL PROPERTY

Any use of the OTA trademark is subject to prior written agreement. All technical documents provided to the customer remain the exclusive property of OTA; they may not be disclosed to third parties. OTA shall not be held liable for any unauthorized use or disclosure, and the Customer shall assume all consequences, including financial.

9. COMPETENT COURT

Any dispute relating to the interpretation and execution of these general terms and conditions of sale is subject to French law. Failing amicable resolution, the dispute will be referred to the Paris Commercial Court.