GENERAL TERMS AND CONDITIONS OF SALE
Definitions
AIO: refers to AIO, société par action simplifiée, with a capital of € 231 146, registered in the Bordeaux Trade and Companies Register, under number 343 776 779, the registered office of which is located at 1 rue Galilée, 33600 PESSAC, France.
Order: refers to the orders of Products and/or Services placed with AIO by the Client.
Client: refers to a natural or legal person acting for commercial or professional purposes.
Contract: refers to the agreement entered into between AIO and the Client, comprised of the following documents:
- The General Terms and Conditions of Sale (“GTS”),
- The Order accepted by AIO,
- If any, additional specific terms and conditions expressly agreed between the parties,
- Any studies, estimates, quotations and/or technical documents communicated prior to the conclusion of the Contract and accepted by the parties.
In case of discrepancy in or contradiction between the provisions in one or more contractual documents, the order of priority is as set forth in the above list.
Party(ies): refers individually or collectively to AIO and/or the Client.
Products: refers to the products supplied by AIO to the Client in accordance with the Contract.
Services: refers to the services provided by AIO to the Client in accordance with the Contract.
Generalities
The GTS apply as the standard contract conditions to all contractual relations between AIO and the Client in relation to the provision of the Products and/or the Services. In accordance with article L. 441-1 of the French commercial code, the GTS form the unique basis for all commercial negotiations. Unless otherwise agreed in writing, the GTS prevails over all contradictory terms and conditions laid down by the Client or stated on documents originating from the Client, regardless of their nature whatsoever.
Any Order placed with AIO implies the full and unreserved acceptance by the Client of the GTS.
AIO can modify the GTS at any time, and in such case, such amendments will be notified to the Client and shall apply to any Order placed after the date of modification.
The Client expressly acknowledges having obtained any necessary information, including Products and/or Services documentation, to contract knowingly with AIO.
Orders
The Purchase Order issued by the Company may be sent by letter, email, fax or any other electronic means as determined by the Company. The Contract shall be concluded, if AIO dispatches an Order Confirmation to the Company by letter, email, fax or any other electronic means as determined by the Company within a period of ten (10) calendar days from dispatch of the Purchase Order. The date indicated on the Purchase Order shall be deemed to be the date of dispatch, if the date of dispatch of the Purchase Order is not determinable.
Unless otherwise agreed by the parties, any Order must be placed in writing, signed by the Client and must contain the quote or offer references.
Any Order cancellations shall require the express, prior and written consent of AIO.
No order for an amount less than two hundred (200 €uros HT) can be accepted by AIO.
No Order shall be firm and fixed until expressly accepted by AIO. The Contract shall be thus concluded only when AIO gives its express acceptance in the form of an acknowledgement of the Order, within fifteen (15) days following the placement of the Order.
AIO reserves the right to withdraw an offer made to the Client (provided it has not yet been accepted in writing) by simply giving notice with immediate effect. Upon its withdrawal the offer shall be deemed null and void without any other formality being necessary.
Prices / payment terms
The prices of the Products and the Services are set out in the quotation proposed or requested by the client.
Unless agreed otherwise in writing, all prices shall be understood as ‘ex works’ (EXW Incoterms 2010), excluding packaging and insurance costs and excluding taxes, charges, rates and other taxes, which shall be payable by the Client.
The applicable prices are those of the delivery date of the Order to the Client. In the event of a change in price, the change will be applicable to all orders delivered after the entry into force of the change in AIO’s prices.
Invoices shall be payable, via any means of payment, within fifteen (15) days from the issuance of the invoice, and no discount shall be given for early payment.
Under no circumstances may the payments due to AIO be suspended or have any reduction or set-off applied to them in the absence of AIO’s written agreement.
Any total or partial non-performance by the Client of its payment obligations or any delay, will automatically result in the payment of a penalty of an amount equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points. The interest will begin to run from the day after the payment date stated on the invoice and will continue to run until full payment of the sums due to AIO. Any month began will be fully due. In addition, in case of late payment, the Client will automatically be a debtor, regarding AIO, of a fixed indemnity for recovery costs, amounting to forty (40) euros for each invoice paid late and this, from the first late day.
Any dispute by the Client relating to an invoice issued by AIO must be notified to AIO within thirty (30) days from the date of issuance of this invoice.
Failure to pay by the Client may, at AIO’s discretion, lead to suspension of any deliveries in progress and in all cases, will imply payment of all subsequent invoices at sight. In case of non-payment of an invoice within two (2) months from the date the unpaid invoice was issued, AIO reserves the right to terminate the Contract with no compensation in favor of the Client. In the case of a failure to pay giving AIO the right to terminate the Contract, it is agreed that the Client will accept liability for the sums outlaid in the course of performing the Contract.
In no case may any complaint or claim from the Client have the effect of deferring or suspending payments.
Delivery
The deadlines and time periods specified are not binding, unless agreed otherwise in writing. AIO is not responsible for delays of delivery due to force majeure events or due to reasons not exclusively attributable to AIO, even if binding time periods and delivery deadlines have been agreed. Those events and reasons permit AIO to delay the delivery for the duration of the hindrance, or to withdraw from the Contract in full or in part in relation to that part that has not been fulfilled.
The start of the delivery period stated by AIO is subject to the clarification of all technical questions and the receipt of all data and documentation required for the Products and/or the Services to be provided by the Client in due time and in full. Compliance with the delivery obligation of AIO shall be subject to the punctual and proper performance by the Client of its obligations under the Contract.
Late deliveries for any reason whatsoever may not justify the cancellation, modification or deferment of the Order in question or of other Orders that have already been confirmed, and may not give rise to any penalties or compensation of any kind whatsoever.
If delivery of the Products is not taken or is refused on the agreed delivery date, AIO reserves the right to invoice the Client for the costs of storing the Products, with such storage being carried out at the Client’s expense and risk.
Inspection of the Products
Upon delivery, the Client shall carefully inspect the Products. Regardless of its notifying obligation towards the carrier as regards missing or damaged products, the Client shall notify AIO in writing, within five (5) days after delivery, any apparent defect or flaw identified with respect to the delivered Products. Failing which, the Products shall be deemed fully accepted and in perfect compliance with the Client’s expectations.
In case of proved defect, AIO will, at its own discretion, repair, replace or refund the price of defective Products, without payment of any indemnity or damages for any reason whatsoever.
AIO’s liability shall not be incurred in case of abnormal use of the Products, any modification or alteration of the Products, and/or Client’s negligent storage of the Products and, more generally, any Client’s fault.
Acceptance of the Services
The Services must be the subject of a formal acceptance report signed by both parties. Should the acceptance report not be signed by the Client within ten (10) days of the said report being forwarded to them, the Services shall be deemed fully accepted and in perfect compliance with the Client’s expectations. That being the case, all acts carried out pursuant to the Contract shall be deemed lawful, in particular insofar as concerns invoicing of the sums due to AIO under the Contract.
Retention of title
Unless agreed otherwise in writing, the property in the Products shall not pass to the Client until AIO has received full payment of the price of the Products.
To the extent permitted by law, if the Client acts in breach of the Contract, in particular in the case of payment default, AIO shall be entitled to retake, sell or otherwise deal with or dispose of all or any part of the Products in which title remains vested in the Client.
Until such time as the property in the Products passes to the Client (passage of ownership), the Client shall keep the Products properly stored, protected and insured at his own costs.
