Terms of Sales
By placing an order with Morgnieux the Customer shall be deemed to accept these general terms of sale without qualification, and despite any specific clauses to the contrary that may appear on the Customer’s order form or general conditions of purchase. These conditions shall systematically govern any sales entered with Morgnieux, to the exclusion of any other documents such as brochures, catalogues, literature, or drawings that may be issued by Morgnieux for information purposes and that have no binding value.
Orders shall be placed by the Customer with Morgnieux in writing. They shall only become final and the contract of sale shall only become valid when they have been accepted by Morgnieux in writing. The said orders may also be deemed accepted by the dispatching of the goods. Any undertakings by its representatives shall only be valid after due ratification by Morgnieux. Any orders that are fulfilled by Morgnieux must be honored by the Customer, who shall be required to take delivery thereof.
DELIVERIES AND DELIVERY TIMES
Delivery shall be deemed to take place when the goods have been made available to the Customer at Morgnieux’s premises in Anse (France) or when they have been given to a carrier designated by the Customer, or failing that, chosen by Morgnieux. Delivery times are only indicated approximately and may in no event justify the payment of penalties for delay, damages, withholding of payment, or the cancellation of any orders in progress, regardless of the causes, the length or the consequences of such delay.
The goods shall be sold ex works Anse and carried at the risk of the addressee, even when they are sold carriage free, and notwithstanding Morgnieux’s reservation of title clause, as stipulated under article 7 herein. Goods shall be carried at the expense of the Customer, by the carrier designated thereby, or otherwise chosen by Morgnieux, and in the latter case, at the lowest price. Any packaging that may be required shall be invoiced at cost price.
PRICE AND PAYMENT
Subject to any stipulation to the contrary in the acceptance of the order, the products shall be sold at the price that is applicable on the date of the said order. Payments shall be made at Anse, within a period of thirty days as from the date of the invoice, net and without discount, by cheque or banker’s draft. Should it fail to settle the payment within the abovementioned time, the Customer shall owe penalties for late payment based on a rate of interest at 4,5% of the outstanding amount (€80 of administrative fees will also be added to these interests). Any subsequent claims shall not exempt the Customer from paying each invoice at its due date. In the event of any failure to pay for all or part of the goods at their due date, any sums that may be owed to Morgnieux by the Customer shall immediately become payable, even those that have not yet passed their due date and regardless of the scheduled method of payment.
Subject to any express stipulation to the contrary at the time of the acceptance of the order, Morgnieux’s warranty shall be limited to the replacement, free of charge, of any products or parts that may be recognized as defective, for a period of two year as from the delivery by Morgnieux. The Customer shall return the defective item or the reference thereof to the plant at Anse (France), duly indicating the purchase date of the appliance. Any expenses of carriage and labor that may be incurred by the replacement of a defective item shall be borne by the Customer.
RESERVATION OF TITLE
Transfer of title to the products shall be subject to the full payment of the price by the customer on the due date. If the payment is not made within the agreed time, Morgnieux reserves the right to take back the delivered products at the risk and expense of the customer. Until the price is paid in full, the customer shall keep the products delivered hereunder in a separate area and shall not mix them with those of other suppliers. Failing this, Morgnieux may demand immediate payment therefor or take back any products that any products that remain in stock. In the event of any attachment or other intervention by a third party with respect to the products, the customer shall inform Morgnieux immediately and without fail, to allow the latter to file its objections and defend its rights. Moreover, the customer shall not pledge its title to the products or assign it as surety. The customer may not, for any reason whatsoever, resell products that have been acquired under these conditions, until their price is paid in full to Morgnieux.
APPLICABLE LAW AND JURISDICTION
Any sales agreed with Morgnieux shall be governed by the laws of France. Any dispute that may arise between the parties, whether pertaining to the construction and/or performance and/or termination of this agreement, shall be referred to the jurisdiction of the tribunal de commerce (commercial court) of Villefranche S/S, even in the event of proceedings against a third-party guarantor or where there is more than one defendant. Our banker’s drafts or any acceptance of payment outside Anse shall not allow any waiver or substitution of this jurisdiction clause.