General terms of sale

 

 

 

General points

 

These Terms and Conditions of Sale are systematically sent or delivered to purchasers to enable them to transmit their orders. Consequently, in placing an order purchasers are deemed to accept these General Terms and Conditions wholly and unreservedly to the exclusion of all other documents, such as catalogues, brochures, etc. published by Cindarella , which are solely for information purposes. No special or contrary terms, unless prior written agreement is obtained from Cindarella, may take precedence over these General Terms and Conditions of Sale and are therefore unenforceable on Cindarella irrespective of the date at which said terms are brought to its knowledge. The fact that Cindarella fails to invoke one or more of these General Terms and Conditions at a given time shall not denote any waiver of the right to enforce any such terms at a later date.

  

All our goods, including those shipped by us, are sold ex-works and are payable at Combs la Ville.

 

Goods are shipped at the addressee's risk to its doorstep, any recourse is therefore to be sought against the carrier. All complaints shall be made within three days of receipt. In case of dispute, the Courts of Melun shall entertain sole jurisdiction.

 

 

I.  Orders

 

Orders only become final on receipt of our signed, written confirmation, although acceptance may also be implied as a result of goods being shipped. However, the purchasers is irrevocably bound by signing the order form. The benefit of the order is personal to the purchaser and shall not be assigned without Cindarella's agreement.

 

Any amendment or cancellation of the order requested by the purchaser shall only be taken into consideration if it has been submitted in writing prior to shipping goods.

 

In addition, Cindarella reserves the right to:

           - make any changes to the products that it deems useful at any time, without any obligation to make said changes to products already delivered or part of an on-going order.

            - modify the models defined in its brochures or catalogues without notice.  

 

 

II. Prices

 

Our products are supplied at the prices in force at time of the confirmation of order and are quoted, unless otherwise stipulated, exclusive of taxes and ex-works. Any taxes, duties, levies or any other fees payable in application of French regulations or those of an importing country or a transit country, are at the expense of the purchaser.

 


III.  Deliveries


Methods

Deliveries are carried out either by conveying the products directly to the purchaser, or by delivering to a shipper or carrier who conveys them to Cindarella's premises.


 

Timeframes

Deliveries are only carried out subject to availability and in the order in which orders are placed. Cindarella is, in particular, authorised to ship whole or partial orders. For all orders regularly accepted, Cindarella endeavours to comply with the delivery dates requested by the purchaser.

Accidents, floods, lack of workforce or raw materials, strikes, war, political events, etc. constitute cases of force majeure entitling us to suspend or cancel our commitments, and extend stated timeframes without any indemnification for the purchaser. Cindarella shall keep the purchaser informed in a timely fashion of any of the above-mentioned cases and events. In all cases, deliveries may only be made within the stated timeframes if the purchaser is up to date with its undertakings towards Cindarella, irrespective of cause.

Nevertheless, delivery timeframes do not carry any guarantee on our part. Thus failure to comply with said timeframes shall not give rise to any damages, deductions, or the cancellation of any on-going orders.

 

 

Risks

Risks regarding the products are transferred to the purchaser once they have been shipped from Cindarella warehouses. Consequently, all our products, including those shipped carriage-free, travel at the risk of the addressee, who shall inspect the amount, quality and good condition thereof on arrival before acceptance and who shall be required, in the event of missing or damaged items, to make all necessary observations and confirm said reservations on the acceptance document sent to the carrier within three days following receipt of goods, with a copy sent to Cindarella.


 

Complaints

Notwithstanding the measures to be taken with the carrier, complaints regarding patent defects or the non-compliance of the product delivered with that ordered, or with the shipping note, shall be sent in writing, together with the delivery note, within eight days of the products' arrival. The purchaser shall be required to supply proof as to the existence of the defects in order to seek remedy. It shall therefore refrain from interceding to this effect itself or via a third party. For products sold with packaging, the ex-works weights and measures are those applicable in respect of the quantities delivered.

 

IV.  Returns

 

Any product returns require our formal agreement and in such cases are shipped carriage-free back to Cindarella. Any products returned without this agreement shall be held at the purchaser's disposal and shall not give rise to a credit note. The cost and risk of return are always at the purchaser's expense, following quality and quantity checks on the returned products.

 

In case of any patent defects or non-compliance of the delivered products duly noted by the seller subject to the terms and conditions provided under the article "Complaints", the purchaser may obtain a free replacement or reimbursement for the products at Cindarella's choice and to the exclusion of all other indemnification or damages.

 

V.   Warranty

 

Our warranty is limited to the free replacement or repair of the product or the element acknowledged to be defective by our departments, following inspection and to the exclusion of all other indemnification. Any products for which the warranty is invoked shall first be submitted to Cindarella's After-Sales Service for agreement regarding replacements, the items at issue shall be shipped back carriage-free.

 

Any defects and damages arising out of natural wear and tear, or external incident (incorrect assembly, installation not compliant with best practices… defective maintenance, improper use), or that have undergone alterations that are neither planned nor specified by Cindarella are excluded from the warranty. Likewise, the warranty does not apply to patent defects, for which the purchaser is required to invoke the terms of the paragraph "Complaints".

 

Repairs under warranty shall not have the effect of extending the term of warranty. The production of the certificate of warranty is strictly necessary whenever the warranty is invoked.

 

 

VI.  Billing

 

A bill is issued for each delivery. The date at which products are released from the warehouse is both the date of bill issuance and the start date for payment in case of deferred payment.

 

 

VII.   Terms of payment

 

Methods

Our bills are payable within 30 days from issuance, unless otherwise specified.

In case of deferred payment or payment in arrears, payment within the meaning of this article is not the simple handing over of a commercial draft or cheque implying an undertaking to pay, but payment received at the due date agreed upon at time of effective collection.

In case of payment by draft, this latter shall be returned and accepted within a fortnight of its dispatch.

 

 

Late or default payment

In the event of late payment, Cindarella may suspend all on-going orders, without prior prejudice to any other recourse.

All sums unpaid at the due date shall automatically give rise, without prior formal notice and notwithstanding article 1153 of the French Civil Code, to late payment interest charged at 2 times the legal interest rate. No discounts are granted for early payment.

 

Failure to pay any sum outstanding at its due date, and likewise failure by the buyer to fulfil any of its commitments eight days following dispatch of formal notice remaining without effect, shall result in the automatic cancellation of the sale, if deemed appropriate by Cindarella, who may apply for fast-track proceedings to cause its products to be restored, without prejudice to any other damages.

The cancellation shall affect not only the order at issue, but also all prior unpaid orders, whether they have been sent or are in process of delivery and whether or not the due date for payment has lapsed. In the event of payment by bill of exchange, failure to return the bill shall be construed as refusal to pay, including where payment is in instalments, non-payment of a single instalment resulting in the immediate payability of the entire debt, without formal notice.

 

In all the above cases, any sums due for other deliveries, or for any other reason, shall become immediately payable. If Cindarella institutes proceedings to recover said amounts, the purchaser shall be required to refund all expenses incurred by the collection by debt recovery agencies of the sums due, including the expenses relating to professional officers.

 

Furthermore, failure to pay by the purchaser, despite dispatch of formal notice, shall result in the application of a charge of 15% of the unpaid sums by way of damages, with a minimum charge of €70.

 

Cindarella shall reserve the right at any time depending on the risks incurred to fix an overdraft ceiling for each purchaser and demand certain payment timeframes or certain guarantees. Such will be the case, in particular, if any changes to the debtor's payment capacity or legal structure, etc. were to have an unfavourable impact on its credit.

 

 

VIII. Reserve of ownership clause

 

The transfer of goods delivered to the purchaser is subject to payment of the full price in principal and related costs, or the collection of bills of exchange or other drafts issued in representation of the price by the purchaser by the due date. The purchaser bears all risks that the goods might incur or cause to be incurred.

 

Failure on the part of the purchaser to comply with any one of the payment dates for the goods, irrespective of cause, or more generally, in the event where we might have legitimate reason to believe that the purchaser will be unable to comply with the agreed due dates, Cindarella, without prejudice to any of its rights, shall be entitled to request by registered letter with advice of receipt, the restoration of its goods at the purchaser's cost and risk. Cindarella shall unilaterally and immediately have an inventory drawn up of goods unpaid by the purchaser. Aside from costs incurred in claims of ownership, including transport costs, the purchaser shall also assume any recovery costs, as well as any legal or judicial costs where applicable. The purchaser shall refrain, in case of cessation of payment, or non-payment of the price by the due date, from reselling said goods. Furthermore, it undertakes in both cases to forward to Cindarella, the names and addresses of those hypothetical purchasers, as well as the total price remaining due.

 

 

IX.     Place of jurisdiction

 

All our sales are construed as being processed at our headquarters, which constitutes the place of payment. Notwithstanding all other stipulations to the contrary, the courts of Melun 77 shall entertain sole jurisdiction in the event of any disputes arising out of the conclusion or performance of agreements signed with us and likewise including in cases of appeal or plurality of defendants, fast-track procedures, incidental claims and irrespective of the mode and terms of payment.

 

 

 

 


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