GENERAL TERMS OF SALE - THE NOBLE COLLECTION FRANCE
This translation is given for informational purposes only. Legally speaking, only the French version of these conditions is valid.
These terms are entered into firstly by the THE NOBLE COLLECTION FRANCE company, a private limited liability company registered in the Business Register of LYON under number 513 858 258 00017 whose registered address is:
The Noble Collection France SARL
6 allée Barthélémy Thimonnier
ZI le Chapotin nord
+33 4 37 23 69 87
and secondly, legal entities and individuals who wish to purchase from THE NOBLE COLLECTION FRANCE hereinafter referred to as the client.
Article 1 - Application of the general terms of sale - Binding general terms of sale
Placing an order implies the client´s full and unreserved acceptance of these general terms of sale, excluding any other documents such as leaflets and catalogues issued by THE NOBLE COLLECTION FRANCE, which are only for informational purposes. No specific term may prevail over these general terms of sale, unless formally accepted in writing by THE NOBLE COLLECTION FRANCE. Any of the client´s condition to the contrary shall therefore not be binding on THE NOBLE COLLECTION FRANCE unless it is formally and previously accepted, whatever the date on which it was made aware thereof. The fact that THE NOBLE COLLECTION FRANCE fails to claim at any given time any of these general terms of sale shall not be construed as constituting a waiver of its right to later claim anyone of the said terms.
Article 2 - Orders
To be valid, an order should indicate, inter alia, the amount, brand, type and item numbers of the sold products as well as the agreed price, payment terms, place and date of delivery or collection. Orders shall be not be final, even when placed through representatives or employees of THE NOBLE COLLECTION FRANCE, before being confirmed in writing, by fax or by e-mail. Unless otherwise agreed, an order confirmation shall result in the client´s acceptance of the general terms of sale of THE NOBLE COLLECTION FRANCE, its acknowledgement that it is perfectly aware thereof and a waiver of its right to claim its own terms of purchase. The benefit of the order is personal to the buyer and may not be transferred without THE NOBLE COLLECTION FRANCE´s consent.
2.1. Order change
Orders placed with THE NOBLE COLLECTION FRANCE are irrevocable to the client, unless otherwise accepted in writing by THE NOBLE COLLECTION FRANCE. No request to change or cancel an order placed by a client may be taken into account by THE NOBLE COLLECTION FRANCE, unless it is made in writing including by fax or e-mail and reaches THE NOBLE COLLECTION FRANCE, before the effective collection of the price and before delivery of the products to the carrier with a view to delivery to the client. In the event of any change to the order by the client, THE NOBLE COLLECTION FRANCE shall be exempted from the delivery times agreed for the performance thereof. If THE NOBLE COLLECTION FRANCE does not accept the change or cancellation of the order, amounts paid by the client to THE NOBLE COLLECTION FRANCE shall result in the establishment of a credit note and failing the client´s agreement on that method of refund, amounts paid shall remain THE NOBLE COLLECTION FRANCE´s property as damages. THE NOBLE COLLECTION FRANCE reserves the right to make any change it deems useful to its products and to change the models shown in its leaflets without prior notice.
2.3. Order refusal
In the event a client placed an order with THE NOBLE COLLECTION FRANCE, without making full payment for previous order(s), THE NOBLE COLLECTION FRANCE may reject the order without the client claiming an unjustified refusal to sell or claiming any compensation for any reason.
Article 3 - Prices
The products are supplied at the price applicable upon the order date, expressed in Euros and according to applicable price schedules including the VAT applicable on the order date ; any change in the rate may be passed on to the prices of the products or services. The price specified in the order confirmation by THE NOBLE COLLECTION FRANCE shall always be without delivery costs. Any taxation, tax, duty or other fee to be paid under French regulations or regulations of a foreign country shall be the client´s responsibility. THE NOBLE COLLECTION FRANCE reserves the right to change such prices at any time including as a result of any change in the prices of its own suppliers. Any price change shall be automatically applicable on the date specified in the new price list.
Article 4 - Price payment
4.1. Settlement method
The price is payable in advance by bank transfer unless otherwise agreed previously and in writing by THE NOBLE COLLECTION FRANCE for another settlement method and/or deferred payment. In the event the client refuses the advance payment, THE NOBLE COLLECTION FRANCE may refuse to accept, confirm or fulfil the order placed by the client without the client claiming an unjustified refusal to sell or claiming any compensation. THE NOBLE COLLECTION FRANCE does not intend to grant any discount for payments in advance or on a date before the date possibly agreed by THE NOBLE COLLECTION FRANCE and the client.
4.2. Order suspension
THE NOBLE COLLECTION FRANCE reserves the right to suspend any processing of the order and any delivery until the full payment of the price or if it appears that the client has not paid for previous order(s) in full.
4.3. Late payment interests - Penalty clause
Any amount outstanding on term shall result in the client´s payment of penalties set to three times the legal interest rate. Such penalties are payable automatically without prejudice to THE NOBLE COLLECTION FRANCE´s right to terminate the sale contract at its option. In the same way, the client shall owe THE NOBLE COLLECTION FRANCE, as a penalty clause, a 10 % increase of outstanding amounts per late month.
4.4. Termination clause
In the event of an even partial failure to pay, the sale shall be automatically terminated forty eight hours after an unsuccessful injunction sent by ordinary mail, at the option of THE NOBLE COLLECTION FRANCE, which may seek, in summary proceedings, the return of the products, without prejudice to any other damages. The termination shall apply not only to the respective order but also to all previous unpaid orders, whether delivered or being delivered, and whether the payment thereof has fallen due or not. In the event of payments by commercial paper, any failure to return the instrument shall be deemed an acceptance refusal and likened to a failure to pay. In the same way, when the payment is spread, any failure to pay a term shall result in the immediate payability of the whole debt, without an injunction. In all above cases, amounts that may be owed for other deliveries or for any other cause, shall become immediately payable if THE NOBLE COLLECTION FRANCE does not opt for the termination of the respective orders. The client shall reimburse all costs in connection with the collection of outstanding amounts, including law officials´ fees. In no event may payments be suspended or be the subject of any offsetting without THE NOBLE COLLECTION FRANCE´s prior and written consent. Any partial payment shall first be applied to the non secured fraction of the claim, and then to amounts whose payability is senior.
Article 5 - Delivery
Deliveries are made in accordance with the order confirmation issued by THE NOBLE COLLECTION FRANCE or by direct delivery of the product to the client, or by simple notice of availability, or by delivery to a shipper or carrier.
5.2. Drop Shipping
This service is no longer available.
5.3. Delivery time
Delivery times are given for informational purposes only, and deliveries are made in the order of order arrival and subject to THE NOBLE COLLECTION FRANCE´s supply and carrying possibilities. THE NOBLE COLLECTION FRANCE is authorised to carry out whole or partial deliveries. Delivery delays shall lead to no penalty or compensation, nor be ground for any order cancellation or termination. Penalty clauses appearing on the client´s stationery shall not be binding upon THE NOBLE COLLECTION FRANCE. At any rate, no delivery may be made if the client is not up to date in its duties to THE NOBLE COLLECTION FRANCE, whatever the reason therefor.
Article 6 - Risks
The client bears all the risks upon the shipping from THE NOBLE COLLECTION FRANCE´s warehouses. The products travel at the client´s risks, and the client shall be responsible, in the event of any damaged, missing or non compliant product, for making all necessary comments on the delivery slip and confirming its reserves by registered mail with receipt confirmation to the carrier within two days following the delivery of the goods. The client shall advise THE NOBLE COLLECTION FRANCE simultaneously by registered mail with receipt confirmation, fax and / or e-mail. Any product for which the client has not expressed reserves shall be deemed accepted by the client and cover any defect, apparent non conformity and / or missing product.
Article 7 - Acceptance
Without prejudice to provisions to be made with the carrier, claims of apparent defects or non-conformity in the delivered product in relationship to the ordered product or shipping list, should be expressed to THE NOBLE COLLECTION FRANCE by registered mail with receipt confirmation, fax and / or e-mail within two days of the product delivery. The client shall be responsible for providing any evidence of the existence of the defects or anomalies found. It shall give THE NOBLE COLLECTION FRANCE any facility to acknowledge the defect or non-conformity and remedy the same. It shall refrain from acting itself or having a third party interact for that purpose. For packaged products, weights and measures shall be evidence of delivered amounts.
Article 8 - Returned products
No return of goods may be made by the client without THE NOBLE COLLECTION FRANCE´s prior and written agreement, given by fax or e-mail. Returned goods should include a return number previously given by THE NOBLE COLLECTION FRANCE and should be in the condition they were in upon delivery and in their original packaging. Any produce returned without such prior agreement and / or without a return number shall be kept available for the client and shall not lead to replacement nor to a credit note. Return costs shall be borne by THE NOBLE COLLECTION FRANCE (only in the event of a delivery error) except in the case where it is found that the returned product does not meet the original statement made by the client in the return slip.
When based on the quality and quantity check of the goods returned by the client, an apparent defect, a non-conformity or missing product is indeed acknowledged by THE NOBLE COLLECTION FRANCE, the client may be granted, at THE NOBLE COLLECTION FRANCE´s option, the replacement of the product or the establishment of a credit note, without the client being entitled to any compensation or the termination of the order.
Article 9 - Reservation of title
The transfer of the title to our products is suspended until the full payment of the price thereof by the client, in principal and related amounts, even if a payment time extension is granted. Any clause to the contrary, including as inserted in the general terms of purchase, shall be deemed not to exist. By formal agreement, THE NOBLE COLLECTION FRANCE may exercise its rights under this reservation of title clause, for any of its claims, on all its products held by the client, as the same shall be deemed by contract to be the unpaid ones, and THE NOBLE COLLECTION FRANCE may take the same back or claim the same as compensation for any unpaid invoice, without prejudice to its right to terminate current sales.
Article 10 - Warranty
THE NOBLE COLLECTION FRANCE does not guarantee its products other than against latent defects in accordance with article 1641 of the Civil Code and on the following terms. The warranty only applies to products that have regularly become the property of the client. As the client is deemed to be a professional, a latent defect is understood as a manufacturing defect in the product making it unfit for its intended use and that cannot be detected by the client prior to use. A designing defect is not a latent defect and the client shall be deemed to have received all technical information relating to the sold products.
The warranty shall not apply to apparent defects. Defects and deterioration caused by natural wear, or any change, adaptation or assembling, whether abnormal or not, of the product, that is not provided for nor specified by THE NOBLE COLLECTION FRANCE or resulting from abnormal storage and / or conservation conditions at the client, including any accident of any kind shall not be entitled to the warranty owed by THE NOBLE COLLECTION FRANCE.
10.3. Use conditions
In order to exercise the warranty, the client should advise THE NOBLE COLLECTION FRANCE promptly upon finding of the defect, by registered mail with receipt confirmation together with the product purchase invoice. The client is responsible for furnishing evidence of the date of such finding. Under the warranty, THE NOBLE COLLECTION FRANCE´s only duty shall be, at its option, to change or repair the product or part found to be defective except if that compensation method is impossible or out of proportion for any reason. Actions under the warranty shall not cause the extension of the duration thereof. Possible carriage costs shall be the client´s responsibility, and the client shall be entitled to no compensation in the event of the immobilisation of the good, whatever the duration thereof, in connection with the application of the warranty
Article 11 - Access to the web site
THE NOBLE COLLECTION FRANCE reserves the right to grant the client a right to access its web site « www.noblecollection-distribution.com » allowing it to get secure information regarding the prices of the products sold by THE NOBLE COLLECTION FRANCE, their availability and possibly, place online orders. No refusal or withdrawal of that right to access the web site may constitute a refusal to sell. All items of the « www.noblecollection-distribution.com » web site, whether visual or sound, including underlying technology, are protected by copyrights, patents and trademarks. They are THE NOBLE COLLECTION FRANCE´s exclusive property. A client that has a web site of its own and wants to insert, for its personal use, a simple link on its site to directly direct to the sites of the THE NOBLE COLLECTION FRANCE company shall request THE NOBLE COLLECTION FRANCE´s prior and written permission. In all cases, any unauthorised links hall be withdrawn on THE NOBLE COLLECTION FRANCE´s request. THE NOBLE COLLECTION FRANCE´s liability shall not be incurred for any inconvenience or loss pertaining to the use of the Internet network, including a service interruption, an outside intrusion or the presence of a computer virus or any other event beyond its control. The client´s information are used for business purposes. It is necessary for the processing of its order, which may not be entered without such information. In accordance with the Information System and Liberty Act dated January 6, 1978, the client has a right to access, rectify and object to such information which right may be exercised at any time by sending a letter to THE NOBLE COLLECTION FRANCE.
Article 12 - Auction sale prohibition
The client shall refrain from selling THE NOBLE COLLECTION FRANCE products to an individual or legal entity through an auction sale web site. Failing, THE NOBLE COLLECTION FRANCE may reject any of the client´s orders.
Article 13 - Jurisdictional clause - dispute
THE NOBLE COLLECTION FRANCE´s official address shall be at its registered address. Any dispute regarding the application of these general terms of sale or the interpretation and performance thereof and of sale agreements entered into by our company shall be brought before the Business Court of LYON, whatever the place of order, delivery and payment and payment method, and even in the event of summary proceedings, counterclaims, or several defendants or impleaders, and whatever the payment terms and methods, without jurisdictional clauses appearing in the buyer´s documents preventing the exercising of this clause.
Article 14 - Applicable law
Any issue relating to these general terms of sale and to the sales governed by them, and not covered by these contractual provisions, shall be governed by the laws of France, excluding any other law.