GENERAL TERMS AND CONDITIONS OF SALE.
“The Buyer” means the company, firm or person to be supplied with goods by ELECTRONIC BROKER .
1/ GENERAL CLAUSES
Unless otherwise agreed in writing by the parties prior to the order, any order engages by right, the
Buyer’s acceptance of the following general terms and, where applicable, of any special terms
specified at the time the order was placed, notwithstanding any stipulation to the contrary in the
Buyer’s own general term s of purchase.
2/ ORDERS
Unless otherwise stipulated, the validity period of the offers, subsequent to the Buyer’s specific
request, is 24 hours, as from the offer issuance date.
Orders shall become final upon confirmation by the Buyer in writing, or by electronic mail.
Orders sent directly by the Buyer to ELECTRONIC BROKER shall constitute a sale only upon
written approval by ELECTRONIC BROKER .
Should an order already received and approved by ELECTRONIC BROKER be changed or
rescheduled, the terms previously agreed upon shall be extended only if agreed to by ELECTRONIC BROKER. Since each order is unique and since the goods involved are purchased specifically
by ELECTRONIC BROKER for such purpose, once an order is accepted, the latter shall be considered
final and binding , unless there are prices or leadtimes fluctuations caused by factory.
Also, in case of late payment of overdue invoices by the customer, ELECTRONIC BROKER
reserves the right to withdraw ongoing unshipped orders.
3/ PRICE
All goods shall be invoiced at the price offered by ELECTRONIC BROKER and accepted by the
Buyer.
Unless otherwise stipulated under special terms, prices shall be understood as “net” (ta x excluded)
and to include packaging (except for special packaging necessitating an additional charge) and
shipping from the ELECTRONIC BROKER offices (or warehouses).
Also, ELECTRONIC BROKER cannot be held legally responsible for any factory price rais e or
amendment from the vendor, as acting as an intermediary between factories and the end customer.
4/ DELIVERY
Unless otherwise stipulated, delivery shall be deemed to have been performed by a simple “Letter of
Release” informing the Buyer that the goods are at his/her disposal or by delivery to a shipper or
carrier selected by the Buyer in the ELECTRONIC BROKER offices (or warehouses).
Delivery schedules quoted by ELECTRONIC BROKER are best estimates only and time is expressly
not of the essence . Also, ELECTRONIC BROKER cannot be held legally responsible for any late
delivery or cancellation from the vendor, as acting as an intermediary between factories and the end
customer.
Unless otherwise expressly stipulated in writing between the parties , late deliveries cannot give rise to
any order cancellation, any compensation whatsoever, or the application of any late fulfillment penalty.
ELECTRONIC BROKER shall be entitled to perform complete or partial deliveries. In addition,
ELECTRONIC BROKER shall be automatically relieved of any time limit commitment in respect of
its deliveries and expressly reserves the right to suspend such deliveries:
– in the event that the Buyer does not, in whole or in part, abide by the agreed upon terms of payment;
– in the event of force majeure, or of events such as labor unrest, an epidemic, war, requisition, fire,
flood, equipment – related accidents, excess waste, transportation breakdowns or delays, and, more
generally, any cause that may result in total or partial work stoppage at ELECTRONIC BROKER ,
or at one of its suppliers;
– in the event that the government of the country of origin of the goods listed in the Buyer’s order
should enact an export ban.
– in case of lost stocks or canceled orders for any reason from Alantys suppliers, Alantys cannot be
help responsible for any damages or costs claimed by the customer.
ELECTRONIC BROKER reserves the option to perform partial deliveries that would give rise to
separate invocationthose. Moreover, any partial delivery shall constitute a separate transaction, the payment
of which cannot be deferred.
5/ CLAIMS
It shall be the Buyer’s responsibility to inspect, or arrange for the inspection of, the goods upon their
delivery to ascertain their condition and their conformity to the order. No claim can be raised against
ELECTRONIC BROKER, the carrier, or the shipping agent, for non conformance, losses, defects or
damages to the goods unless an irrefutable report is forwarded in authentic form to ELECTRONIC BROKER within 24 hours of the goods’ arrival in the Buyer’s facilities.
Any claim related to the patent defects of, or non conformity of, the goods delivered, as compared to
the goods ordered, must therefore be expressed in writing by the Buyer, within a period of 8 days of
the date on which the goods arrive in the Buyer’s facilities.
The return of any product must be the subject of a previous and formal agreement between ELECTRONIC BROKER and the Buyer, in order for those goods to be assigned a return number. Tea
acceptance of a returned goods shall be subject to the following conditions being met:
– the exact reason for the refusal must be indicated for each good considered defective, accompanied,
where applicable, by a test report;
– the goods must be returned in the same condition, with all of its original packaging, and at the Buyer’s
expense;
– the goods must not have been damaged in any means whatsoever (in particular, while being
stocked, inspected, assembled, or dismantled, etc.),
– the Buyer must not have modified the goods in any way.
Should ELECTRONIC BROKER accept the returned product, it reserves the right to: either replace it
or to credit the cost of the defective equipment.
The return of a product does not release the Buyer from his/her obligation to pay, by the agreed upon
due date, the amount of the invoice(s) concerned.
In case of unaccepted return of materials, ELECTRONIC BROKER may charge back the cost
amounts to the customer for restocking, either cost of materials for non resellable items.
6/ TERMS OF PAYMENT
Payments shall be made to the ELECTRONIC BROKER address.
If the Buyer does not have an open account with ELECTRONIC BROKER , the former shall be
required to pay cash upon placing the order.
Unless otherwise specifically specified on the invoice, all goods shall be paid upon receipt of the
corresponding invoice.
Any invoices presented for acceptance, and promissory notes, must be issued or returned within 7
days of receipt of the invoice.
The Buyer shall not be permitted to withhold any payment or postpone any due date, for any reason
without the prior approval of any ELECTRONIC BROKER .
Should the full or partial payment not have been made by the agreed upon due date, ELECTRONIC BROKER may suspend any further deliveries until full payment of the sums due, including
principal and interest, has been made. Furthermore, in such case, ELECTRONIC BROKER reserves
the right to modify, without notice, the terms contractually agreed upon.
Any sum that shall remain unpaid on the due date shall automatically give rise to the application of an
interest charge of one per cent (1%) per month, until full payment has been made.
In the event of non payment within forty – eight hours of the delivery of a formal notice to which no
response has been given, the sale shall automatically be rescinded at the election of ELECTRONIC BROKER , which shall be entitled to request, by way of an injuncti on, the return of the goods at
the Buyer’s expense, without prejudice to any other possible damages. The cancellation shall apply
not only to the order at issue, but also to any previously unpaid orders, whether already delivered or in
the course of being delivered, and whether or not the payment thereof has fallen due.
In the event of payment by means of commercial paper, the failure to return such instrument(s) shall
be deemed as not –acceptance and tantamount to a default in payment. Similarly, in casegetting involved
installment payments, the non – payment of a single installment shall result in immediate liability for the
full debt, without prior formal notice.
Should ELECTRONIC BROKER be forced to demand payment of its invoices, it shall be entitled, by
means of a penalty clause, to a minimum fixed lump – sum compensation of 10% of its claim, in
addition to the conventional interests referred to above.
7/ WARRANTY
The ELECTRONIC BROKER warranty extends strictly and solely to the conformity of the del ivered
goods as compared to the Buyer’s order that includes the references and specifications of the
manufacturers and suppliers.
The sole obligation incumbent upon ELECTRONIC BROKER by virtue of such warranty shall be to
refund the price of the product acknowledged to be defective (exclusively in the form of credit) or to
replace it, at no charge and at its own initiative, with the exception of any other damage that may be
payable in any capacity whatsoever.
Therefore, E ELECTRONIC BROKER shall not be bound by any other obligation such as, for example,
to provide data, information, or advice.
ELECTRONIC BROKER shall not be held liable, in any capacity whatsoever, for any injurious
consequences befalling any person(s) and/or goods that may result, in particular, from the operation of
the product or from its failure to function in a manner corresponding to the Buyer’s expectations.
In this respect, ELECTRONIC BROKER shall not be held liable for any damages whatsoever arising
from losses or income shortfall incurred by the Buyer.
In any event, ELECTRONIC BROKER liability, if implied, cannot obligate the latter to pay damages.
Any defects and damage caused by normal wear and tear, or by an external accident, and, in general
terms, any defect, are excluded from this warranty.
This warranty shall not apply to any patent defects for which the Buyer must assert his right under the
conditions set forth in Article 5.
8/ TITLE RETENTION
The goods covered by this contract are sold subject to a clause that expressly subordinates the
transfer of their ownership to the full payment of their price (principal and other charges included),
notwithstanding the acceptance of any commercial paper.
The Buyer shall refrain from disposing of the goods in any manner whatsoever until such condition has
been met. It therefore is the Buyer’s responsibility to individually identify said goods in its warehouses.
However, the Buyer shall assume any risk of loss or destruction.
The aforesaid forecasts do not preclude the transfer to the Buyer, upon delivery of the goods, of any
risk of loss or damage incurred by the goods subject to title retention, and of any damage that such
goods may cause.
9/ THE BUYER’S RIGHT TO EXPORT THESE GOODS
In accordance with the various national and international regulations in effect, the Buyer agrees not to
export out of France the equipment sold other than in compliance with said and regulations
subsequent to obtaining the prior licenses and authorizations likely to be required.
In any event, ELECTRONIC BROKER disclaims any responsibility and liability, in the event that the
Buyer should fail to abide by said regulations or to obtain the necessary authorizations.
10/ LAW – COMPETENCE/JURISDICTION
I n the event of any type of dispute or contestation arising from the formulation or execution of the
order, the Commercial Court of Paris[Tribunal de Commerce de Paris] shall have exclusive
jurisdiction.
This clause shall apply even in the event of an injunction, incidental claim or multiple defendants,
regardless of the mode and terms of payment.
The parties may, however, request any competent court to take the provisional or protective measures
necessary to protect their rights.
