Altilis Nutrition Animale
3 rue Gustave Eiffel
Zone d'Activité de Frappe
Tel : 33 (0)5 57 55 40 13
Mail : firstname.lastname@example.org
INC.S. with a capital of 42 960 euros
RCS Libourne 428 655 104
VAT: FR 46 428 655 104
RCS Libourne 428 655 104
Terms And Conditions of Sale
(ALTILIS Terms and Conditions of Sale applicable starting from 1 JUNE 2017)
BUYER or CUSTOMER: person establishing a contract with ALTILIS to purchase merchandise
ORDER CONFIRMATION: Written document sent by ALTILIS and confirming the order placed between the buyer and ALTILIS
THE PARTIES: refers to ALTILIS and its customer
SPECIAL CONDITIONS: is understood as the sale contract established between ALTILIS and the buyer
ORDER: is understood as the written document sent by the customer to ALTILIS and which indicates the products, quantities, period and conditions accepted by the buyer.
1– PURPOSE AND SCOPE OF APPLICATION
Any order for products implies acceptance, without reserve, by THE CUSTOMER and its full and complete adherence to the present terms and conditions of sale (“TCS”) which prevail over any other document of THE BUYER and, notably, over any terms and conditions of purchase, except those which have been expressly accepted by ALTILIS. The present TCS apply to all sales of products by ALTILIS, unless otherwise agreed prior to order placement and in writing between the PARTIES. As a result, placement of an order by a CUSTOMER is deemed as adherence, without reserve, by this latter party to the present TCS, which may only, if applicable, be called into question by means of the SPECIAL CONDITIONS which have been approved in writing by ALTILIS and sent to the buyer.
Any document other than the present TCS, notably catalogues, prospectuses, advertising or notices, are only for informative purposes and are, therefore, not contractual. The sale is deemed as established on the date of acceptance of the order by ALTILIS. Prior to this date, the present conditions of sale were made available to THE BUYER, as specified in article L. 441-6 of the Code of Commerce.
2– INTELLECTUAL PROPERTY
All documents, notably data, information, schemas and samples remitted to our customers remain the exclusive property of ALTILIS, which is the sole owner of the intellectual property rights over these documents, and must be returned to it upon request. The CUSTOMER agrees to make no use of these documents which could pose a threat to the industrial or intellectual property rights of ALTILIS, and agrees that it will not disclose them to any third party without first obtaining approval in writing from ALTILIS.
3– ACCEPTANCE OF ORDERS
To be taken into account, any order must be placed in writing or provided by fax or email to ALTILIS. The CUSTOMER is firmly and irrevocably committed from the time that it places an order.
Orders received only commit ALTILIS after it has accepted them in writing. Acceptance of the order by ALTILIS results from establishment and sending of the ORDER CONFIRMATION. Any request for modification or cancellation of an order must be provided by the BUYER up to 48 hours before the merchandise has been stored in the means of transport. ALTILIS reserves the right to accept or modify this order. In case an order is modified by the CUSTOMER, ALTILIS shall be released from the agreed timeframes for order processing.
4– TIMEFRAMES FOR SHIPPING AND DELIVERY
The timeframe for shipping indicated in the ORDER CONFIRMATION is only provided for informational purposes and eventual delivery delays may not grant any right to the CUSTOMER, in case of non-respect, to request the application of penalties, cancel the sale, refuse the merchandise or demand damages.
5- TRANSFER OF RISKS
The transfer of risks occurs under the “international conditions of sale” or “Incoterms 2010”, specified in the SPECIAL CONDITIONS, and signed by the PARTIES.
6– WEIGHING AND RECOGNITION
Weighing and recognition of the merchandise, including by sampling, takes place jointly, with the truck loaded, at the time of departure from the factory, warehouse or shipping port, in the presence of the delegate of THE BUYER, with the expenses being the responsibility of this latter party. In the absence of representation of the BUYER, the shipping order given by the BUYER shall be deemed as acceptance of the merchandise and recognition of validity of the weighing by ALTILIS.
Weighing may also take place upon arrival. If a weight difference exists between two weighings, the weight retained shall always be that established upon departure of the merchandise.
ALTILIS reserves a margin of variation, which is not contestable, in the merchandise weight delivered, which may vary upward or downward by 5% for the merchandise ordered, without this being able to result in a claim of any kind on the part of the customer.
In the absence of detailed reserves expressed by the CUSTOMER at the time of acceptance of the merchandise, the products shall be deemed as being in conformity with the order. To be accepted, reserves will have to be stated on the delivery slip or waybill at the time of signature by the CUSTOMER or by its intermediary, or be indicated to ALTILIS by registered letter with confirmation of receipt within THREE (3) business days following receipt of the merchandise.
Billing for merchandise is based on the SPECIAL CONDITIONS in effect on the date of shipment or of successive shipments, taking into account charges for transport, taxes and duties payable on these dates. Any increase in costs due to variations in economic conditions, or due to any change in legislation, taxes, charges, impositions or any payment applicable to ALTILIS will be able to result in revision of the price.
8- TERMS OF PAYMENT
All merchandise is payable without discount, at THIRTY (30) days following shipment of the merchandise, unless otherwise stated in the SPECIAL CONDITIONS.
Under no circumstances can the payments owed to ALTILIS be suspended, reduced or offset in any manner without the prior written approval from ALTILIS.
Any partial or total delay in payment as of the due date appearing on the invoice shall result in application of a penalty rate equal to three times the legal interest rate in effect at the time of the order.
Late penalties will be payable without the necessity of a reminder. In application of article D.441-5 of the Code of Commerce, in case of late payment, the debtor shall owe the creditor, in addition to late penalties, already specified by the law, a set indemnity for collection in the amount of 40 euros. All payments made to ALTILIS are applied to amounts due, regardless of the cause, starting by those which date back the furthest. The absence of payment by the determined due date shall result in immediate suspension of any new delivery, as well as immediate forfeiture of the term of payment for other amounts remaining due, without prejudice to any other form of action.
9– ORDER CANCELLATION
In case of a change in the situation of the CUSTOMER such as death, incapacitation, liquidation or placement into receivership, suspension or late payment, serious doubts about solvency, dissolution or modification of the company (change of control), ALTILIS will have the right to cancel orders or require guarantees or immediate payment of any outstanding receivables, regardless of their due dates.
If an order includes several deliveries, absence or late payment for any of them, or refusal or absence of acceptance of any instrument, shall authorize ALTILIS, without the necessity of prior formal notice, to consider the order as cancelled, or to suspend deliveries and immediately collect outstanding receivables.
If the BUYER does not take delivery of merchandise made available within the contractual timeframes, the order will also be able to be considered as cancelled, without the necessity of prior formal notice.
In case merchandise is not picked up by the BUYER and/or in the absence of specific delivery instructions within the agreed timeframe, and after formal notice has been sent by registered letter with confirmation of receipt, the BUYER shall be obligated to execute the contract, unless ALTILIS prefers to automatically cancel it with damages.
10- RETENTION OF OWNERSHIP
The products are sold under reservation of ownership. ALTILIS retains ownership of the Products until full and effective payment of the price by the BUYER.
Notwithstanding the present provision, the BUYER shall be responsible for the risks in case of loss or destruction, from the time of delivery or pick-up of the products. In case products are reclaimed for total or partial non-payment, products in stock shall be deemed as corresponding to outstanding receivables. In case of payment default on a due date, ALTILIS will be able to reclaim the products and cancel the sale.
Cheques and bills of exchange are not considered as payment until they have been effectively cashed. Until this date, the clause of retention of ownership retains its full force.
These provisions do not pose an obstacle to the transfer, upon delivery, of the risks related to the products sold, in conformity with the terms of article 5 above.
11– USE OF THE PRODUCTS
Technical information and information on use provided when merchandise is sold are only provided for informational purposes, and in no way imply any commitment on the part of ALTILIS, and the CUSTOMER must verify the appropriateness of the products for their intended use.
Products sold are covered by the legal guarantee for hidden defects, as intended under article 1641 of the Civil Code. No merchandise may be returned without prior approval in writing from ALTILIS.
13– FORCE MAJEURE
Cases of force majeure or unforeseen circumstances include events which are independent of the will of the parties, which they could not reasonably foresee and which they could not reasonably avoid or overcome, to the extent that occurrence of such events renders fulfilment of the obligations as totally impossible.
Events assimilated to cases of force majeure notably include total or partial strikes, machine breakdown, delays due to events related to third parties or suppliers, the impossibility of being supplied with raw materials, epidemics, or supply shortages for a cause not attributable to ALTILIS. Under such circumstances, ALTILIS will notify the CUSTOMER in writing, notably by fax or email, within the TWENTY-FOUR (24) hours following occurrence of the events, and the contract binding ALTILIS and the CUSTOMER will then be suspended without indemnity, starting from the date of occurrence of the event.
If the event were to last more than THIRTY (30) days following the initial date of occurrence, the sale contract established by ALTILIS and the CUSTOMER will be able to be cancelled by one of the parties without either of the parties being able to claim damages from the other. This cancellation takes effect on the date of first presentation of the registered letter with confirmation of receipt providing notification of termination of said sale contract.
14- APPLICABLE LAW AND COMPETENT JURISDICTION
The present terms and conditions of sale shall be governed by French law. Sales occurring outside of the French territory shall be subject to French law.
Any disagreement relative to interpretation and execution of product sales shall come under the exclusive jurisdiction of the Commerce Court of LIBOURNE.
ALTILIS elects domicile as its headquarters and as any location where it could be transferred.
Altilis®, Altic®, Solufactor®, Mitaway®, Altifin®, Nutriphos® and Nutrineed®used on the current website are registered trademarks of Altilis Nutrition Animale. Their reproduction without the prior written authorization of Altilis Nutrition Animale is strictly forbidden.