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GENERAL SALES CONDITIONS
ARTICLE 1 – Scope of Application
These general terms and conditions of sale apply to all sales concluded after 1st June 2003 by BÖCKER FRANCE with professional purchasers and concern products such as:
Any deviating provisions must be explicitly agreed in writing. These provisions are intended to supplement these General Terms and Conditions. Any agreement concluded with a professional whose general terms and conditions of purchase are incompatible with these General Terms and Conditions of Sale will be declared null and void, unless the parties agree to derogating provisions.
ARTICLE 2 – Price
The purchase of the above-mentioned products is made against payment by the buyer of the price shown in the attached price list.
The seller has the right to increase its prices as it sees fit, in a reasonable and fair manner, if its costs have increased significantly since the price was fixed.
In the event of cancellation of the agreement by the purchaser, for any reason whatsoever, except in the event of late delivery, as provided for in article 5.2, or impossibility of delivery, the purchaser must immediately pay cancellation compensation representing 25% of the gross purchase price of the products to be delivered.
ARTICLE 3 – Payment
The price is payable in full and in a single instalment within 30 days of the invoice date, under the conditions indicated in Article 4 below as shown on the invoice sent to the Buyer. In exceptional circumstances, the Vendor may grant a payment period of 60 days.
The Vendor reserves the right to request payment of the balance due, on the day of delivery, in accordance with the conditions set out in Article 4 below or, where the situation so requires, payment in advance on presentation of a Proforma invoice.
No discount will be granted for cash payment.
In the event of late payment and payment of sums due by the Purchaser, pursuant to Article 3.1 and after the date of payment appearing on the invoice sent to the Purchaser (whether earlier or later than the period provided for in these general conditions of sale), late payment penalties calculated at the legal interest rate, plus 2%, on the amount exclusive of tax of the purchase price appearing on the said invoice, shall be payable to the Supplier.
In the event that BÖCKER France is able to demonstrate the existence of a loss in excess of the amount of interest on arrears as a result of the delay in payment of the price, BÖCKER France shall be entitled to claim compensation for such loss.
BÖCKER reserves the right not to carry out or to cease to carry out orders or agreements if the Buyer has not paid for previous deliveries or if the Buyer has not fulfilled or threatens not to fulfil its obligations to BÖCKER. BÖCKER France is not liable for any damages to the Buyer resulting from the non-fulfilment of orders.
ARTICLE 4 – Delivery
Products purchased by the Buyer shall be delivered within a maximum period of 1 month from receipt by BÖCKER France of the duly signed order form.
This period does not constitute a time limit and BÖCKER France shall not be liable to the Buyer for any delay in delivery not exceeding 2 months.
In the event of a delay of more than 2 months, the Buyer may request the cancellation of the sale. BÖCKER France will refund any advance payments already made.
Delivery will be made either carriage paid, carriage forward or ex-stock. The incoterm, agreed between the parties, will be mentioned on the invoice sent to the customer.
Delivery and handover of the products may take place at any other place designated by the Purchaser, subject to prior notice of a change of address and at least one month before the delivery date, at the Purchaser’s expense.
In the absence of express reservations by the Buyer at the time of delivery, the products delivered by BÖCKER France shall be deemed to conform in quantity and quality to the order.
The Buyer shall have a period of 12 months from the date of delivery and receipt of the ordered products to express such reservations in writing to BÖCKER France.
BÖCKER France shall replace as soon as possible and at its expense, the products delivered whose lack of conformity has been duly proven by the Buyer.
ARTICLE 5 – Transfer of Ownership – Transfer of Risk
The transfer of ownership of the Supplier’s products and the corresponding transfer of the risks of loss and deterioration relating thereto to the Purchaser shall be effected upon acceptance of the order form by BÖCKER France embodying the agreement of the parties on the goods and the price, irrespective of the date of payment and delivery.
ARTICLE 6 – BÖCKER France Liability – Warranty
BÖCKER France shall be liable to the Buyer for the Products delivered in accordance with applicable law and shall indemnify and hold harmless the Buyer from and against any and all claims, demands, damages, costs and expenses arising out of or in connection with the Products delivered.
BÖCKER France also guarantees, in accordance with legal provisions, the Purchaser against any hidden defect affecting the products delivered and rendering them unfit for use, as well as the harmful consequences resulting therefrom.
In order to assert its rights, the Purchaser shall, under penalty of forfeiture of any action relating thereto, inform BÖCKER France, in writing, of the existence of the defects within a maximum period of 6 months from their discovery.
The Buyer of the same speciality as BÖCKER France is deemed to acquire its products at its own risk, the latter not being liable for any defects affecting the said products, nor for the harmful consequences that such defects may entail.
BÖCKER France warrants to the Buyer against any latent defect affecting the products delivered and rendering them unfit for use, as well as against the harmful consequences resulting therefrom, for a period of which the expiry date shall be the term.
ARTICLE 7 – Force Majeure
Force majeure is defined as any unforeseeable, irresistible circumstance outside the direct sphere of influence of BÖCKER France, which prevents compliance with the Agreement. Examples include unannounced strikes, fire, extreme weather conditions. As a general rule, all circumstances classified as force majeure by French jurisprudence shall be deemed to constitute force majeure.
If, due to force majeure, delivery cannot be made by BÖCKER France, the latter must inform the purchaser of the situation as soon as possible in writing.
In the event of force majeure, the parties shall agree to make a change to the sales contract or possibly cancel part or all of this contract.
The seller is not liable for damage caused by acts of force majeure.
ARTICLE 8 – Jurisdiction
All disputes arising from the purchase, sale and sale transactions covered by these General Terms and Conditions of Sale shall be submitted to the CRETEIL Commercial Court, which is expressly accepted by the purchaser.
ARTICLE 9 – Applicable law
All clauses contained in these General Terms and Conditions of Sale, as well as all purchase and sale transactions referred to herein, shall be governed by French law.
ARTICLE 10 – Acceptance by the Buyer
These general terms and conditions of sale as well as the price lists and scales of differences concerning discounts, rebates and discounts attached hereto, are expressly approved and accepted by the Buyer, who declares and acknowledges that he is fully aware of them and therefore waives the right to rely on any contradictory document, in particular his own general terms and conditions of purchase.
ARTICLE 11 – Personal data
As part of the commercial cooperation between Böcker France and the Customer, the Parties may be required to process personal data relating to staff and collaborators, such as, in particular, surnames, first names, e-mail addresses, telephone numbers and elements required for invoicing. Each of the Parties undertakes to process such personal data in compliance with applicable regulations, in particular Regulation (EU) 2016/679 in its current version. This data is processed by each of the Parties, independently, as data controller, for the management of the business relationship that binds it to the other party. Each of the parties ensures optimal security measures against the loss, disclosure and alteration of information entrusted to it or collected from the other party. This data is kept by Böcker France for the duration of the commercial cooperation, then archived for legal proof purposes for a period of 5 years, before being destroyed. Each party has the right at any time to access, rectify, delete or oppose any personal data concerning him or her by contacting the other party’s administrative department.