ART. 1 – PURPOSE AND AREA OF APPLICATION
Every order for goods to Promedif involve recognition of these general terms and conditions by the purchaser, and its full and whole adhesion with the present general terms which prevail on any other document of the customer, particularly any other conditions of sale, except with a prior and explicit agreement of our company.
Any other document than these terms and conditions of sale, such as catalogues, advertisements or leaflets, is provided without guaranty, for information purposes only.
ART. 2 – ORDERS
Orders mean any order on products appearing on our price list and agreed by Promedif, as well as any quotes accepted by the buyer. Orders transmitted to Promedif are approved and irrevocable by the buyer, unless agreed expressly in writing by us.
Any change in the composition or quantities in an order by the buyer, will only be accepted by Promedif if transmitted by fax or email, and is forwarded to Promedif within 5 days after the initial order. In case of an order’s modification by the buyer, Promedif will not be hold responsible for any extra delay of delivery.
ART. 3 – QUANTITY
Because of manufacturing uncertainties, orders with printing are accepted with a tolerance of more or less 10% from the initial order. For any order a quotation can be done at customer’s request. After production, an invoice will be issued according to the exact quantity delivered.
ART. 4 - DELIVERY
4.1 – Deadline
Delivery times are only given as a rough guide. Promedif strives to respect the delivery deadlines that are given on the order and its acceptation, except in case of force majeure or by circumstances beyond its reasonable control such as: strikes, heavy frost, fire, storm, flooding, epidemic, supply difficulties, but not limited to this list. Delays in delivery cannot give rise to any penalty or compensation, nor justify the cancellation of the order or an extension of the terms of payment. However, a delivery could be the object of a cancellation after a formal notice within 15 days without results.
4.2 – Transport
The goods shall be transported in accordance with the instructions and at the purchaser's cost. PROMEDIF cannot be hold responsible for the delay, damage, and missing goods or lost while transport. It is the customers' duty to contact the transporter and make the necessary claims. Any product that has not been the subject of reserves on the transport documents and reasoned complaint by recommended letter with proof of delivery within 3 days of reception, with article L. 133-3 of commercial code, and of which a copy will be simultaneously sent to PROMEDIF, will be considered as accepted by the Client.
4.3 – Goods reception
The goods check will have to be done as soon as it is received by the Byer. Notwithstanding any reservations the Buyer may submit to the carrier under article 4.2 above in the event of shortages or damage, no claim whatsoever relating to the delivered products will be entertained by PROMEDIF unless submitted in writing by recommended letter with proof of delivery as specified under article 4.2, as one week after delivery. Beyond that period, the order is deemed to have been accepted by the customer. It is the buyer's responsibility to prove the actual defects, faults or missing goods noted. Buyer cannot return merchandise to Seller without Seller's written authorization by fax or mail. The return costs to the After-Sales service will be chargeable to us only in the case of a visible defect or missing pieces have been attested by PROMEDIF or one of its authorized agents. The purchaser can request the replacement of the noncompliant articles and/or the top-up to be sent to make up the missing articles at the expense of PROMEDIF, only if PROMEDIF is hold responsible for the faults. The Client is not entitled to claim for any compensation or termination. The customer undertakes to keep the goods compliant with its order. The reception of goods ordered without reservations takes all defects and/or missing goods. All reservations will have to be confirmed by recommended letter with proof of delivery within eight days after delivery. The claim placed by the client as for the procedure described in this article, will not hold the full payment by the customer of all the goods delivered.
ART. 5 – SAMPLING
All samples are payable. They will be refunded to the buyer if they are returned in perfect state, in their original package.
ART. 6 – BRANDING
The cost of branding depends on the technic used, the printed item and the ordered quantity. This cost is composed as: set up costs, individual printing (number of colors), and the complexity of the design. The standard branding is made of lettering or designs from vector logos provided by the customer. The price is given on customer request from the given choice. Unless otherwise negotiated, the costs of printing will be invoiced separately.
ART. 7 – PROOF
PROMEDIF will only use designs, sketches, drawings on which the header is “BON A TIRER” (layout) that has been confirmed and signed by the purchaser. The approval of the proof liberates PROMEDIF for all mistakes or faults in the branding of the item. The Pantone color will be as close as possible, regarding the technic used for printing. An extra cost will be invoiced to the buyer for the prototype “bon à tirer” (layout).
ART. 8 – DESIGNS AND BRANDS
In accordance to the practices in the business of publicity and the laws which govern the rights in literary and artistic property, PROMEDIF is the only owner of the rights which go with creations. Each printing project will be submitted to the Buyer for approval and ensure the right answer to its request. For all model, sketch, sample, design provided by the purchaser, a guaranty will be asked by PROMEDIF, before use, so it will not affect the rights of a third party. Therefore, the Client secures PROMEDIF against all actions or procedures that may commence from a third party which considers having any rights whatsoever to put forward on these models, sketches, samples, corporate names, brands, logos provided by the customer.
9 – PRICES
Our prices are fixed from the pricelist or the quote sent on the day of the order. They are before taxes, unpacked, and ex-works. All transport costs, picking, packaging and insurance will be invoiced separately. All prices from our pricelist are given for information and can be modified, on a short-term notice, following the money exchange rate or the price increase of raw material.
ART. 10 – TERMS OF PAYMENT
10.1 – Invoice payment
To place an order, a down payment of 30% will be ask. The balance payment will have to be done by 30 days end of the month starting from the invoice date.
10.2 – Financial penalties and forfeiture of the term
Any amount unpaid on the term, will entail the payment of penalties of 1 % per month. Under the article 441-6 of the commercial code, these penalties are payable, without further notice. Any late payment beforehand unauthorized by PROMEDIF shall constitute a breach of these Terms of Use, which may result in immediate termination of your account and entail immediate due of all the remaining sums, whatever the planned method of payment is.
10.3 – Penal clause
In the event of any delay of payment, irrespective of the cause, PROMEDIF shall be entitled to penalties equal to 15% of the amount of the outstanding bills.
ART. 11 – RESERVATION OF OWNERSHIP
The transfer of property of our products is suspended until their complete price payment by the client, even in case of special terms of payment agreed. PROMEDIF can enforce the rights it holds under this retention of title clause for any its debts, over all of the products in the Client's possession which will be contractually presumed to be unpaid, and PROMEDIF can take them back or claim them for all its unpaid invoices without prejudice to its right to rescind the sales in progress.
The purchaser may resell the goods as part of its company's normal business, but it may not pledge them or transfer the ownership as a guarantee or grant sureties in respect of them. In case of non-payment the client will not be able to sell the quantity or value equal to the unpaid products. Should a company be placed under a court order to avoid liquidation or be subject to a liquidation, all orders will be automatically cancelled, PROMEDIF reserves the right to claim the goods back.
This clause does not prevent from the risks that the goods can be transferred immediately after their delivery.
ART. 12 – ATTRIBUTION OF JURISDICTION
For any legal action, the election of the home is made to the Tribunal of Commerce under the company's headquarters. Any question regarding these general terms and condition of sale, contracts signed, price to be paid, shall be governed by French law and brought before the commercial court of the place where the head office of our company is located, wherever the order is signed, delivered, paid, even in case of guaranty or in the case of plurality of defendants. Bills of exchange do not make any novation nor any derogation to the place of competence. Assignment of jurisdiction is general and applies whether it is a matter of a main claim, an incidental claim, an action on the merits or a summary hearing. Furthermore, in case of court action or any other debt action by PROMEDIF, the cost of the bailiff and/or lawyer increased with the research and identification costs, can be claimed if legal action needs to be taken.
ART. 13 – RENUNCIATION
The fact that PROMEDIF does not take immediately advantage of one of these clauses, should not be interpreted for the future as a renunciation of the obligation of one of these clauses.
ART. 14 – APPLICABLE LAW
Any question about these terms and conditions of purchase, together with the sales it governs, that would not be answered by these clauses, shall only be govern by French law and additionally by the Vienna Convention about the international sale of goods.