NT-20-1235
- PURPOSE
These Terms & Conditions (T&C’s) outlined below detail the rights and obligations of OUVRY SAS, a simplified joint-stock company with a capital of € 38,500, whose registered offices are located 24 Avenue Joannès Masset, 69009 Lyon, France registered in the Trade and Companies Register of Lyon under number 442 929 386, and those of its customer in the context of the sale of products and provision of services.
All services provided by OUVRY SAS therefore imply the Customer’s full acceptance of these T&C’s. - SCOPE OF APPLICATION
The customer’s purchase order implies their acceptance of the T&C’s set out below. Any conflicting, or additional conditions set out by the customer, notably in the purchase order, the customer’s own terms and conditions, shall be inapplicable to OUVRY SAS, regardless of how it may have come to its attention.
Any express waiver by OUVRY SAS of one or more clauses from these general terms and conditions will not affect the validity of the remaining clauses and will subject to specific terms of sale, stating the parties’ intention to deviate from one or more articles of the present T&C’s. - ORDERS
Orders must be sent in writing. Orders by phones are not accepted.
An order becomes binding only when it has been acknowledged by OUVRY SAS in writing, confirming their agreement of the product’s characteristics, quantity, delivery time, price, payment methods, deposit.
Any change, cancellation or termination of the order requested by the customer must be acknowledged by OUVRY SAS and entails a flat rate compensation of 30% of the order price.
By submitting an order, the Customer acknowledges having obtained all the necessary information regarding the products or services, their uses and any related restrictions and obligations. - TERMS OF SHIPMENT – DELIVERY – RETURNS – TRANSFER OF RISK
Unless specified otherwise, the shipping cost of the products is at the customer’s expense. Products are delivered ex-works and shipped at the customer’s risk. The risk of loss or damage to the products is transferred to the customer upon dispatch, and it is the customer’s responsibility to insure against any risks of damage or liability arising from the products thereafter.
Should freight be at the expense of OUVRY SAS, the customer is required to make written reservations to the carrier upon receipt of the products, specifying any damages or missing packaging, and mentioning the brands, number and weight of the faulty packages. If no reservations are explicitly made by the customer upon delivery, the products delivered by OUVRY SAS will be deemed to comply in quantity and quality with the order.
A delayed delivery cannot result in refusal of the products or in the cancellation of the order.
No returns will be accepted without the prior written consent of OUVRY SAS.
Products must be returned within seven (7) days at the customer’s expense, except in the case of a defective product, to the address indicated by OUVRY. OUVRY declines all liability for any loss or damage to the returned packages. - RESERVATION OF TITLE
The transfer of ownership of products from OUVRY to the customer is delayed until full payment of the price, including principal and ancillary costs, even in the case of extended payment terms. Any contrary clause, especially in the customer’s terms and conditions of purchase, is deemed null and void, in accordance with Article L621-122 of the French Commercial Code.
Until full payment is received – including principal, interest and ancillary costs, OUVRY SAS reserves the right to reclaim the product at any time, without being required to return any amounts paid as a deposit. This deposit remains acquired by OUVRY as a fixed and non-refundable compensation. In this respect, any products in the customer’s possession will be presumed to be those still unpaid and may be reclaimed by OUVRY as payment and compensation any outstanding invoices. - PRICES AND TERMS OF PAYMENT
The prices of the products are those in effect at the time the order is confirmed. Prices are quoted in euros, excluding taxes, discounts, ex works, shipping, handling, and packaging costs.
Prices are firm and non-negotiable during their term, but OUVRY SAS reserves the right to change prices at any time outside the term.
Payments are made at the registered offices of OUVRY and are due under the conditions set out below. Unless otherwise agreed and specified in special conditions, all orders must be paid for in full upon order confirmation. - LATE PAYMENT INTEREST AND PENALTIES
Failure to pay within and under the agreed terms entitles OUVRY to penalties equal to 1.5 times the current legal interest rate, which will be applied to the amount of the invoice, including VAT, in proportion with the number of days payment is overdue.
If the price, including principal, interest and accessories, is payable in several instalments under the terms of special conditions, failure to pay any one of the instalments by the due date shall automatically, and without prior notice, make all remaining instalments due immediately, and the customer will owe non-reducible penalties equal to 1.5 times the applicable legal interest rate, calculated on the basis of the amount of the unpaid invoice, including VAT, and the number of days by which payment is overdue.
In addition to the above-mentioned late penalties, and in accordance with article D. 441-5 of the French Commercial Code, in the event of late payment, the customer will automatically owe OUVRY SAS a fixed fee of 40 euros for recovery costs. - WARRANTIES
OUVRY SAS guarantees the delivery of products in compliance with the accepted order.
However, OUVRY SAS does not guarantee delivery delays, which are given for informational purposes only. Failure to meet this delivery date cannot result in any claim for damages, interest for late payment or termination of the order, regardless of the delay.
Products delivered by OUVRY SAS are covered by a one (1) year warranty from the invoice date. This warranty is automatically void if the customer fails to fulfil its contractual payment obligation, with no prior formal notice required.
OUVRY SAS guarantees, in accordance with the legal and regulatory provisions in force, any material or manufacturing defect in the products sold that renders them unfit for use. This warranty covers replacement of the products and their packaging.
All contractual and/or legal warranties are void if the defect results from abnormal use, negligence, or lack of maintenance by the customer, the user or any third party. In addition, any warranty is void if the customer or another service provider carries out alterations to OUVRY SAS products without OUVRY SAS’s prior written authorization. The warranty is limited solely to the replacement of the products as described above. It does not cover any consequential damages to property or persons caused by a defect in the product sold.
Failure to pay for the products in full will render the warranty null and void. - DISCLAIMER / FORCE MAJEURE
Circumstances beyond the reasonable control of OUVRY SAS occurring after the order has been placed and preventing the order from being fulfilled under normal conditions shall be considered grounds for exemption. For the purposes of this clause, circumstances beyond the control of OUVRY SAS are those which do not result from a negligence on its part, as well as any event meeting the criteria of force majeure as this notion is understood by French law and courts.
Force majeure events shall relieve OUVRY SAS from any contractual liability to the extent of their effects. The following, in particular, are contractually assimilated to cases of force majeure without possible recourse by the customer: incidents and/or accidents affecting the production or storage of products, total or partial stoppage of supplies of raw materials or energy, such as carrier failure, fire, flooding and other acts of God, machine breakdowns, labour disputes (including those internal to OUVRY SAS) and in particular strikes (total or partial), administrative decisions, changes in regulations, acts of a public authority , acts of third parties, armed conflicts, health crises, and any event likely to delay, prevent or render the execution of OUVRY SAS’s obligations economically unreasonable.
OUVRY SAS is under no obligation to source raw materials from alternative sources. Should these force majeure events last for more than three (3) months, OUVRY SAS shall be entitled to terminate the order without being held liable for any loss or damage resulting therefrom. - CONFIDENTIAL INFORMATION
Any information provided to the customer prior to or following the order, in particular user manuals and technical documents, is the property of OUVRY SAS, which holds all intellectual property rights to said information.
The information may not be used by the customer for any purpose unrelated to the order nor may it be copied, reproduced, transferred or shared to third parties without the prior written authorization of OUVRY SAS. Said information must be returned at the request of OUVRY SAS. - GOVERNING LAW AND DISPUTE RESOLUTION
Any dispute relating to the interpretation and execution of these Terms and Conditions shall be governed and construed in accordance with French law.
Failure to settle the dispute by mutual agreement will lead to the matter being referred to the Commercial Court of Lyon.