GENERAL TERMS AND CONDITIONS OF SALE
1. GENERAL CLAUSE
These General Terms and Conditions of Sale (GTCS) apply to all sales of standard and specific products (hereinafter the 'Products') by MAXXEGA to its professional clients.
These GTCS prevail over any of the buyer's terms of purchase, particularly its general terms and conditions of purchase, unless we agree otherwise in writing. The simple act of placing an order implies full and unconditional acceptance by the buyer of these GTCS. Where we have drawn up a quotation, the special terms and conditions pertaining thereto will prevail over these GTCS.
2.1. Orders are only processed upon receipt by MAXXEGA of a document (purchase order) duly and visibly signed and bearing the buyer's company stamp, for acceptance by MAXXEGA, transmitted by post or by fax and accompanied by full payment of the order price, unless we agree otherwise in writing. For orders for bespoke or personalised equipment, a 30% down payment must be paid before production can commence. The invoice balance must be settled by the buyer BEFORE any order can be shipped.
2.2. The buyer's order is only deemed definitively accepted and the contract of sale duly formed after MAXXEGA has expressly approved it. The buyer may not cancel (terminate) the order without MAXXEGA's written agreement.
2.3. The contractual characteristics of the Products are those appearing on the purchase order accepted by both parties and/or on MAXXEGA's offer. MAXXEGA warrants only compliance by the Products with the technical specifications contained in its offer and/or in the buyer's order, as unconditionally accepted by MAXXEGA.
Unless specifically indicated otherwise in the offer, MAXXEGA's offers and quotations are valid for three (3) months.
2.4. The buyer agrees to place orders for Products from MAXXEGA in writing (fax, letter, e-mail, etc.).
2.5. In the event of modification of the order by the buyer, MAXXEGA will be released from the agreed lead times for fulfilment and the new order will only be deemed accepted upon written confirmation by MAXXEGA. The price will be revised depending on the modification of the specifications and characteristics of the order and volume.
Our prices are established based on the economic conditions and taxes in effect at the time the catalogue is published. MAXXEGA reserves the right to change its tariffs at any time, subject to any orders in progress. Any price change will be automatically applicable on the date specified on the tariff.
The prices applicable to an order are those in effect on the date the order is confirmed by MAXXEGA and/or those indicated in the price offer transmitted by MAXXEGA to the buyer, while said offer remains valid.
Our prices are always stated exclusive of VAT, for unpacked products and Ex Works (CCI 2010). Shipping, loading and unloading costs, as well as a flat-rate insurance fee, will be added for shipments to mainland France, at the standard rate. The costs incurred for shipments to destinations outside mainland France will be subject to a quotation.
Any taxes and/or charges due in accordance with French law or any other applicable legislation, and notably VAT at the effective rate on the date of invoicing, will be borne by the Customer.
Characteristics shown in our catalogue, on the Internet or in any publicity materials, are given on a non-contractual basis for information only. SARL MAXXEGA reserves the right to modify or withdraw from sale any technical component or product appearing in the catalogue, at any time and without prior notice, subject to orders already accepted, except in the case of mandatory legal and/or regulatory requirements applicable to the Products. MAXXEGA does not undertake to apply the modifications made to a Product to any Products ordered prior to said modifications.
5. LEAD TIMES
Delivery dates are provided on a purely indicative basis. No cancellation, penalty or compensation of any nature whatsoever may be claimed in the event of a delivery delay. The buyer may, however, ask to cancel (terminate) its order and obtain a refund for any down payments already made if the Products cannot be delivered within three months from the agreed delivery date.
6. DELIVERY - SHIPPING
In the event of damaged, missing or lost items identified at the time of delivery, the recipient (client) is responsible for recording the necessary reservations on the delivery slip and for taking any appropriate action against the carrier by registered letter with acknowledgment of receipt, within three days upon pain of being time-barred (“forclusion”), pursuant to Article L133-3 of the French Commercial Code.
Without prejudice to the action to be taken by the Client against the carrier, any complaints by the buyer concerning visible defects and/or non-compliance of the Products with the order (particularly regarding wrong quantities or references), must be submitted to us in writing within eight calendar days from receipt of the Products, and prior to their use. Beyond such period, the delivered Products shall be deemed as complying with the terms of the order and no claim for visible defects or compliance of the delivered Products may be processed by MAXXEGA.
Any Product returns must be done so with our agreement and at the buyer's expense and risk. The return of a Product will only give rise to the replacement of the non-compliant Products or the issuance of a credit note; the buyer may not claim any compensation whatsoever, nor terminate the order. Under no circumstances may shipping costs be refunded.
Unless indicated otherwise by MAXXEGA in the quotation or order confirmation, payments must be made by the buyer under the following conditions: 100% upon placing the order.
Delays or defaults: failure to pay an invoice by its due date will automatically and without prior notice give rise to (i) the suspension of all orders in progress and the rendering of all sums owed to us for any reason whatsoever, whether due or accruing due, immediately payable, and/or (ii) the application of a late payment indemnity of 0.2% per month, and/or (iii) the application of late payment interest at three times the French legal interest rate, and/or (iv) the recovery of the Products at the buyer's expense, which will not deprive MAXXEGA of its right to seek to have the contract enforced, notably in the event of a specific order.
Where payment is made in instalments, as duly accepted by MAXXEGA, failure to pay a single instalment by its due date will render the entire amount owed immediately payable, without prior notice. After serving formal notice to pay remaining without effect after 48 hours, MAXXEGA will take legal action; all costs will remain incumbent on the buyer.
A two- to five-year warranty, depending on the range, is granted for our LPTENT brand foldable equipment. The warranty covers screws and bolts and glass fibre connection parts, but does not cover canopies or accessories. Our AIRTENT brand inflatable tents come with a two-year warranty.
The warranty is limited, at our discretion, to the free repair or replacement of materials acknowledged as being defective. It excludes any other form of compensation and does not apply in the case of abnormal wear, negligence, lack of maintenance, misuse, incorrect installation, inadequate ballast and struts, intentional damage, damage caused by bad weather or work on the Product without our consent, either by the buyer or by a third party. The warranty covers the cost of parts and labour, excluding shipping costs. The replacement of parts will not result in the extension of the term of the initial warranty.
LPTENT Products comply with French legislation as at the date of sale.
9. INTELLECTUAL PROPERTY
9.1. Any technical documents provided to the buyer will remain the exclusive property of MAXXEGA, sole holder of the intellectual property rights to such documents.
Similarly, any intellectual property rights relating to the Products will remain the full and complete property of MAXXEGA or of the holders of said rights. The buyer will only be granted, for its personal use, and on a non-exclusive and non-transferable basis, a right to use these intellectual property rights, limited to use of the Products and technical documents within the buyer's company, throughout the Product's lifespan.
9.2. Any design work by MAXXEGA for specific Products, based on models or documents supplied by the buyer, will be carried out solely under the responsibility of the buyer, which expressly warrants that it holds or is entitled to use all the intellectual property rights pertaining thereto and releases MAXXEGA from any action or proceedings for infringement that may be brought against it by a third party.
10.1. MAXXEGA sells the Products. It does not take any part in operations to install the Products and may not therefore be held liable for damage of any kind (damage to property, bodily injuries and non-tangible damage) caused to the Products, the buyer or any third party as a result of said installation operations.
10.2. MAXXEGA's total liability is limited (i) solely to direct damage caused to the buyer and attributable solely to the Products, and (ii) to the amount, excluding VAT, of the order concerned by the Products that caused the Client damage. MAXXEGA will under no circumstances be liable for any indirect and/or non-tangible damage whatsoever that may be caused by the Products, in particular such as operating losses, loss of turnover, orders, customers, reputation, etc.
10.3. The risks of loss and damage to the goods, and the damage they may cause, are transferred to the buyer upon their departure from MAXXEGA's factory, pursuant to the Ex Works incoterm (CCI 2010). The Products are shipped at the buyer's risk.
11. RETENTION OF TITLE
MAXXEGA reserves full title to the Products sold until effective and full payment of the price, in principal and incidentals.
Any clause to the contrary, notably included in the Client's terms and conditions of purchase, is deemed unwritten.
In the event of non-payment and unless MAXXEGA prefers to demand the enforcement of the sale in full, MAXXEGA reserves the right to terminate the sale after giving the buyer formal notice to such effect and to demand the return of the delivered Products at the buyer's expense; any payments already paid will be retained by MAXXEGA by way of a penalty clause.
The above provisions do not prevent the transfer of risk regarding loss or damage to the Products sold, or any damage they may cause.
12. APPLICABLE LAW - JURISDICTION
12.1. These GTCS and the orders placed by the buyer with MAXXEGA are governed solely by French law. Application of the United Nations Convention relating to Contracts for the International Sale of Goods (CISG) is excluded.
12.2. In the absence of an amicable agreement, the parties expressly agree that any dispute will come under the sole jurisdiction of the commercial court of Lyon, notwithstanding any provision to the contrary in the buyer's general terms and conditions of purchase or any whatsoever of its commercial documents (purchase order, etc.) and even in the event of the joining of third parties or multiple defendants.
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