General Terms and Conditions

General conditions of sale

1. OBJECT

The general 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 Trade and Companies Register of Orléans under number siren 813 920 121, (hereinafter referred to as “OTA”), represented by Lusosol, as president, duly authorized for the purposes hereof.

Hereinafter the “Seller”. On the one hand,

And the natural or legal person purchasing the company's products,

Hereinafter, "the Client" On the other hand, it has been exposed and agreed as follows

2. PRICE

2.1. The prices of the goods sold are those in effect on the day the order is placed. They are expressed in euros and calculated excluding taxes. Any taxes that must remain the responsibility of the Customer under current legislation will be passed on to the Customer, as well as any transport costs where applicable (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 amounts are not the responsibility of the Seller. They will be borne by the Customer and are their responsibility (declarations, payment to the competent authorities, etc.). The Seller therefore invites the Customer to inquire about these aspects with the relevant local authorities.

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

2.4. Unless otherwise agreed upon in a quote, items are invoiced based on the rates in effect at the time the order is placed. The prices quoted are exclusive of tax. Any taxes that must remain the responsibility of the Customer under applicable law will be passed on to them.

2.5. For deliveries within mainland France, shipping costs will not be charged for any order equal to or greater than €700 excluding tax. Below this amount, a flat-rate shipping fee of €30 excluding tax will be charged to the Customer. For deliveries outside mainland France within the European Union, shipping costs will not be charged for any order equal to or greater than €1,500 excluding tax. For any order of a lower amount, the Seller will have a shipping cost estimate drawn up by a carrier, which will be borne by the Customer.

3. RETENTION OF TITLE CLAUSE

OTA retains ownership of the goods sold until full payment of the price, including principal and accessories. As such, if the Customer is subject to receivership or liquidation, OTA reserves the right to claim, as part of the collective proceedings, the goods sold and remaining unpaid.

4. ORDER

4.1. Orders are firm and final for the Customer. Any order will only be validated after acceptance of payment. All orders must be the subject of a purchase order signed by the customer.

4.2. Verbal or telephone orders are only taken into consideration if they are confirmed in writing by the Seller. Such orders may not be delivered until the Seller is in possession of the order form(s), duly signed by the Customer. Any order, even when taken by representatives or employees, only becomes final after its acceptance by the Seller.

4.3. Any order that is not expressly rejected by the Seller within fifteen days of receipt shall be deemed accepted. Exceptionally, acceptance may also result in the shipment of the goods. In the absence of a purchase order signed by the Customer or written confirmation, the delivery note shall be deemed to be a letter or purchase order and constitute the written sales contract between the Seller and the Customer.

4.4. The Seller 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 Seller in writing. Such a request can only be taken into consideration if it is received in writing by the Seller, no later than eight days after receipt of the order confirmation. In the event of a verbal request or one received outside the aforementioned deadline, the order in question will normally be delivered and invoiced to the Customer, who will have to pay it. Any order cancelled in writing within a contractual deadline will necessarily give rise to a payment by the Customer to the Seller in compensation for the loss suffered, of compensation set at 15% of the amount including tax of the cancelled order.

5. DELIVERY

5.1. Unless otherwise expressly agreed in writing, delivery to the Customer is deemed to have taken place upon handing over the goods to the first carrier. Receipt of the goods is the sole responsibility of the Customer.

5.2. Delivery is made:

- either by direct delivery of the goods to the Customer;

- either by sending a notice of availability at the warehouse to the Customer;

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

The delivery time indicated when the order is placed is given for information purposes only and is in no way guaranteed.

Consequently, any reasonable delay in the delivery of the products may not give rise to the Customer's benefit:

- the allocation of damages;

- cancellation of the order.

5.3. OTA bears the transport costs in certain specific cases as explained in point 2.5. to the place indicated when ordering for any order of an amount equal to or greater than €700 excluding taxes in mainland France.

5.4. The risk of loss 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 upon delivery to the first carrier. Therefore, in the event of damage or shortage, the Customer is required to make all necessary objections and confirm their reservations by extrajudicial act or by registered letter with acknowledgement of receipt to the carrier within two days of receipt of the goods.

To be admissible, any dispute in the event of damage or shortage must be the subject of specific reservations on the part of the Customer on the carrier's delivery slip, indicating the nature of the damage noted, the number of missing items, and the reference of the products concerned.

6. PAYMENT

6.1. Payment must be made no later than 30 days net from the invoice date. The invoice is issued no later than the delivery date. However, OTA may require cash payment upon delivery in the following cases:

- New customer

- Delays or other payment incidents noted previously

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

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

6.3. All customers will be required to open an account and will send OTA an up-to-date K-BIS or their Siret number, their intra-community VAT number, as well as their 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 used is that in effect on the day of delivery of the goods. This penalty is calculated on the amount including tax of the sum remaining due, and runs from the due date of the price without any prior formal notice being necessary. In addition to late payment penalties, any amount not paid on its due date will automatically result in the payment of a fixed penalty of 40 Euros due for recovery costs.

7. FORCE MAJEURE

OTA shall not be held liable if the non-performance or delay in the performance of any of its obligations described in these general terms and conditions of sale results from a case of force majeure. In this respect, force majeure means any external, unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code.

8. INTELLECTUAL PROPERTY

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

9. COMPETENT COURT

Any dispute relating to the interpretation and execution of these general terms and conditions of sale is subject to French law. In the absence of an amicable resolution, the dispute will be brought before the Paris Commercial Court.