The General Conditions of Use

Art. 1 – Unless otherwise agreed in writing, all offers, order confirmations, invoices and packing lists shall include a clause stating that all sales and supplies are concluded under THE COMPANY’s general conditions of sale.

THE COMPANY’s general terms and conditions of sale are either attached to or printed on the reverse side of these documents, or they may be obtained by telephone, e-mail or fax, or are immediately and continuously available on THE COMPANY’s website. These general terms and conditions of sale of THE COMPANY shall apply to the order.

THE COMPANY expressly rejects any terms and conditions other than its general terms and conditions of sale, which have not been previously accepted in writing.

Art. 2 – All price quotations are made without obligation on the part of THE COMPANY. Offers are only indicative and shall only become binding after receipt of the order confirmation from THE COMPANY. Any sale shall only be concluded after written acceptance of the order by THE COMPANY.

Art. 3 – Any advice or recommendation issued by THE COMPANY or any of its employees is made without any commitment or guarantee on the part of THE COMPANY. In view of the diversity of applications of THE COMPANY’s products, it is the customer’s responsibility to order the products that meet his expectations according to the application for which he intends to use them. All products shall be checked by the customer upon receipt. All products that have not been refused on delivery shall be considered as accepted under THE COMPANY’s general terms of sale.

Art. 4 – Any claim or dispute concerning the quantity delivered, the conformity of the product or the quantity of the latter must be notified by registered letter indicating precisely the reasons for the non-conformity. All other claims will not be admissible and the product will be considered as approved and definitively accepted. Whatever the reason, any return of product must be approved in advance in writing by THE COMPANY, and the conditions of return must also be approved by it. Costs and damages related to an unapproved or unfounded return shall be borne by the Customer. The final decision as to the admissibility of any claim shall rest exclusively with THE COMPANY.

Art. 5 – THE COMPANY shall not be liable in any way for any special, incidental, punitive or consequential damages (including, but not limited to, damages for injury to persons or property, business interruption, loss of profit, disassembly and reassembly costs of transportation).

Art. 6 – The COMPANY’s delivery times are indicative and not contractual. The customer may not therefore take advantage of any delay to claim damages, cancel the order or suspend payment for previous supplies. If the client cancels a contract duly accepted by THE COMPANY, the latter shall be entitled to demand either the execution of the contract or the payment of compensation representing fifteen percent of the order cancelled.

The products shall travel at the customer’s risk, even when the cost of transport is borne by THE COMPANY. In the absence of transport instructions from the customer, transport may be organized by THE COMPANY at its discretion.

Art. 7 – Force majeure: cases of force majeure, and in general all circumstances which prevent, reduce or delay manufacture or shipment, or make it impossible for THE COMPANY to fulfil its commitments, shall give it the right, depending on the case, to reduce its commitments, to terminate them or to suspend their fulfilment. The following in particular are considered as such: war, mobilization, strikes and lock-outs, machine breakdowns, fires, interruptions in means of transport, difficulties in the supply of raw materials or energy, restrictions or prohibitions of any kind imposed by the public authorities.

Art. 8 – The COMPANY’s invoices shall be payable at the COMPANY’s registered office, net and without discount or deduction on any grounds whatsoever, in accordance with the terms of payment mentioned therein. The products delivered shall remain the property of THE COMPANY until full payment of their price, without this having any effect on the transfer of risks. The submission of a bill of exchange or any other instrument containing an obligation to pay shall not constitute payment. Any delay in payment shall entitle THE COMPANY to claim interest at the rate of one percent per month from the date on which the invoices are due without the need for a formal notice of default and by the sole expiry of the term. The fact that this interest is not charged in reminders and statements of account shall not entail waiver.

In the event of non-payment in full of THE COMPANY’s invoices on their due date, they shall be increased by ten percent of their amount by operation of law and without notice of default, with a minimum of EUR 125 or USD 150.

Failure to pay any part of an invoice or bill of exchange on the due date shall entitle THE COMPANY to automatically suspend the supply of outstanding orders without warning or formal notice.

The COMPANY may also, in this case, notify the client of the cancellation of all unfulfilled orders to its detriment and demand immediate payment of all outstanding invoices, even if they are not due and/or covered by an accepted bill of exchange. In the event of a decrease in the client’s solvency or a change in its legal or financial situation, THE COMPANY reserves the right to cancel the orders or the balance of the orders in progress or to demand guarantees.

Art. 9 – Any dispute that may arise between THE COMPANY and its customers shall be subject to the exclusive jurisdiction of the courts of the judicial district of THE COMPANY’s registered office, this clause being applicable even to foreign customers. The 1988 Vienna Convention on the International Sale of Goods is applicable to all sales by THE COMPANY, except where otherwise provided for in these general terms of sale or in the special terms.

Subject to the same reservation, the commercial terms shall be interpreted in accordance with the “International Rules for the Interpretation of Commercial Terms” laid down by the latest edition of the Incoterms of the International Chamber of Commerce.

Art. 10 – In the present general conditions of sale, “THE COMPANY” applies to BABYFOOT BY TOULET.

These general terms and conditions of sale replace any previous version as of March 1, 2019.

Copyright: BABYFOOT BY TOULET, March 1st, 2019