English version
I. GENERAL PROVISIONS
LNS TRADE is a limited liability company engaged in wholesale trade, with share capital of EUR 25,000.00, whose registered office is located at 13 Quai Kléber, 67000 Strasbourg, France, registered with the Strasbourg Trade and Companies Register under number 803 854 447, SIRET number 803 854 447 00031, NAF code 4690Z, intra-Community VAT number FR84803854447. These terms and conditions of sale (the “Terms”) set out the rights and obligations of LNS TRADE and its customer (the “Buyer”) in connection with the sale of its products (the “Products”). The Buyer represents and warrants that it has read and accepted the corresponding rights and obligations. Every order for Products is governed by these Terms. Pursuant to Article L.441-1 III of the French Commercial Code, these Terms constitute the sole basis for commercial negotiations. No special condition may prevail over these Terms without the formal written acceptance of LNS TRADE and shall therefore be unenforceable against LNS TRADE. These Terms shall prevail over any conflicting provisions issued by the Buyer, including its general terms of purchase or purchase orders. These Terms apply to Products delivered and invoiced to the Buyer in France and internationally. LNS TRADE reserves the right to amend these Terms at any time. Any new provisions shall govern the future relationship between the Buyer and LNS TRADE, and only the new version shall be authoritative. The new Terms shall become enforceable against the Buyer only once they have been brought to its attention. Any purchase of a Product after the amendments take effect shall constitute acceptance of the amended Terms. These Terms enter into force upon being communicated to the Buyer and cancel and replace all previous versions.
II. ISSUING AND PROCESSING ORDERS
All orders must be sent by the Buyer to the LNS TRADE sales representative responsible for the relationship with the Buyer, by email or through LNS TRADE’s dedicated electronic platform, and must specify the description and references of the Products, the quantities ordered and the full delivery address. If the Buyer fails to comply with the obligations set out in these Terms, LNS TRADE reserves the right to terminate the contract and any deposit paid shall remain vested in LNS TRADE. If the Buyer terminates the contract without valid grounds, LNS TRADE reserves the right to retain all sums paid by the Buyer. Orders become final only when confirmed in writing by LNS TRADE. The order confirmation shall state the references, quantities and selling price of each Product. LNS TRADE reserves the right to reject an order depending on Product availability. Any subsequent amendment to an order, including changes to Product references, quantities or delivery times, shall require the express prior approval of LNS TRADE in order to be valid and taken into account. Orders are processed within a maximum period of thirty (30) working days after confirmation by LNS TRADE and subject to Product availability. Delivery times shall then be communicated to the Buyer once the order has been processed by LNS TRADE.
III. PRICES
Prices are communicated to the Buyer and a quotation shall be issued at its request. The prices of the goods sold shall be those in force on the date the order is placed. They are denominated in euros and calculated exclusive of tax. They shall consequently be increased by the applicable VAT rate and transport costs in force on the order date. LNS TRADE reserves the right to change its prices at any time. However, it undertakes to invoice the goods ordered at the prices stated when the order was recorded. The stated prices are based on the pricing conditions in force and exclude delivery charges and pallet prices. Delivery charges are payable by the Buyer and invoiced at the end of the order in addition to the price of the Products ordered. If these pricing conditions change for any reason whatsoever, including duties, taxes or exchange rates, the displayed prices may vary in line with such changes without prior notice. Any tax, levy, charge, cost of disposing of WEEE or other duty payable in France shall be invoiced in accordance with the regulations in force and included in the price presented when the order is placed. Prices and invoices exclude the contributions applicable to sweetened beverages and beverages containing sweeteners. Where such contributions are legally payable or borne by LNS TRADE in respect of the Products sold, they shall be invoiced separately to the Buyer.
IV. DISCOUNTS AND REBATES
The price list specifies the Product prices and any price reductions that LNS TRADE may grant to the Buyer. Where applicable, such reductions shall become definitively vested only if all the conditions governing their award have been fulfilled. No discount shall be granted for early payment unless expressly agreed otherwise.
V. PAYMENT
Acceptance of an order by LNS TRADE entails an obligation for the Buyer to pay the full amount of the corresponding invoice by bank transfer to the account whose details appear on the invoices. Final confirmation of the order, reservation of the Products ordered and their delivery are subject to receipt of the transfer. Any charges relating to the transfer, irrespective of their nature or origin, shall be borne entirely by the Buyer. Payment terms of 30 days or 60 days from the invoice date may be granted at the Buyer’s express request and following approval by our credit insurer. If the Buyer exceeds its credit limit, it must pay for the order immediately in order to validate it. LNS TRADE reserves the right to suspend deliveries upon the occurrence of any event liable to reveal a lack of solvency on the part of the Buyer. Unless the Buyer requests an extension in due time and subject to LNS TRADE’s prior written agreement, failure to pay for the Products by the due date shown on the invoice shall result in: (i) all outstanding sums becoming immediately and automatically due, irrespective of the payment method and agreed payment terms; (ii) suspension by LNS TRADE of all the Buyer’s outstanding orders; (iii) a fixed recovery charge of EUR 40 in the event of payment after the contractual payment date, without prejudice to the recovery of higher collection costs where supporting evidence is provided; (iv) late-payment interest, automatically due without any prior reminder, calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, without being lower than three times the French statutory interest rate; and (v) any invoice recovered by the litigation department being increased, as a penalty clause, by compensation equal to 2% of the sums due, in addition to late-payment interest and any legal costs. Late-payment interest may automatically be set off against any discounts, rebates, credit notes or reductions specially granted by LNS TRADE, including in respect of another sale.
VI. DELIVERY
LNS TRADE reserves the right to make any changes to its Products that it considers useful at any time, without extending such changes to Products previously ordered or delivered. Delivery shall be made by direct handover of the goods to the Buyer at the LNS TRADE warehouse, by simple notice that they are available at the LNS TRADE warehouse, by handover to a carrier at the LNS TRADE warehouse, or at the location indicated by the Buyer on the purchase order. The Products shall be deliverable to the agreed place at the Buyer’s expense. The Buyer undertakes to accept deliveries within the stipulated period. Where goods are made available by LNS TRADE under EXW - Incoterms® 2020, the Buyer undertakes to collect its order within seventy-two (72) working hours. Failing this, penalties of EUR 50 excluding tax per additional day may be invoiced by LNS TRADE to the Buyer. The pallets used for the preparation, storage and transport of the Products are sold separately and automatically invoiced to the Buyer, in addition to the price of the Products, for each delivery or release for collection. Each pallet is invoiced at a unit price of fifteen euros (EUR 15) excluding tax, which shall be stated on the order confirmation and invoice. Unless expressly agreed otherwise in writing by LNS TRADE, pallets are neither returnable against deposit, taken back nor exchanged, and their return shall not entitle the Buyer to any refund or credit note. LNS TRADE shall retain title to the pallets until their price has been paid in full, in accordance with Article IX of these Terms. The risk of loss of or damage to the pallets shall pass to the Buyer upon delivery or release for collection. Any partial delivery requested by the Buyer of an order containing unavailable Products shall give rise to additional charges payable by the Buyer for the subsequent delivery of the missing Products. In all circumstances, timely delivery may occur only if the Buyer is up to date with all its obligations towards LNS TRADE, particularly its payment obligations. In the event of a delay in delivery, the Buyer must notify LNS TRADE in writing that its order has not been received, whereupon an investigation shall be conducted with the carrier. Once the carrier has confirmed that the parcel or parcels have been lost, the Buyer shall be entitled to reshipment of its order. In the event of damage or shortage upon delivery, the Buyer must enter precise and detailed reservations on the carrier’s delivery receipt and provide LNS TRADE, for information purposes, with those same reservations in writing on a durable medium within three working days following receipt of the Products. In the absence of such reservations, LNS TRADE shall under no circumstances incur liability and no claim for compensation shall be accepted. The risks of loss of or damage to the Products and liability for any damage they may cause shall pass to the Buyer upon delivery of the Products.
VII. ACCEPTANCE AND RETURNS
The Buyer must inspect the Products upon receipt. Without prejudice to any steps to be taken against the carrier, claims relating to apparent defects or non-conformity of the Products delivered must be notified to LNS TRADE by registered letter with acknowledgement of receipt within three working days after receipt. Products may not be returned or exchanged without the express agreement of LNS TRADE. Any Product must be returned in its original packaging, complete and without alteration or modification. LNS TRADE does not accept individual Products where the whole is protected by overpackaging. The Product must be returned by the Buyer in a condition allowing it to be resold. Otherwise, a reduction reflecting the degree of deterioration of the equipment returned by the Buyer shall be applied by LNS TRADE. The costs and risks of return shall be borne by the Buyer.
VIII. DELIVERY TIMES AND DELAYS
Delivery periods shall run from the order confirmation date and, where applicable, from receipt of the Buyer’s payment. They are given for guidance only and are not guaranteed. Any delay shall not justify compensation, rejection of the goods or cancellation of the order. Logistics penalties must comply with Articles L.441-17 et seq. of the French Commercial Code. Unless LNS TRADE expressly agrees in writing to a firm date, delivery times are provided for guidance only and shall not be of the essence. The Buyer must accept any early delivery provided that it is notified at least twenty-four hours in advance. However, if a Product has not been delivered within six months after the order confirmation date for any reason other than force majeure or a delay attributable to the manufacturer, either party may request cancellation of the sale. The Buyer may obtain reimbursement of the payment for its order, excluding any other compensation, within a maximum of 14 days after cancellation. In the event of a stock shortage affecting an outstanding order, LNS TRADE shall inform the Buyer as soon as possible by any means of a new delivery time. The Buyer may then cancel the order and obtain reimbursement of any sum already paid to LNS TRADE for that order within 14 days following cancellation.
IX. RETENTION OF TITLE AND TRANSFER OF RISK
LNS TRADE shall retain title to the Products and pallets sold until the Buyer has paid their price in full, including principal, interest and costs. The Buyer shall therefore refrain from using them as security for its obligations before that date. The mere delivery of an instrument creating an obligation to pay, including a bill of exchange, promissory note or cheque, shall not constitute payment for the purposes of this clause. The Buyer undertakes to notify LNS TRADE immediately of any difficulty liable to result in default and of any seizure of the Products by third parties. These provisions shall not prevent the risks of loss of or damage to the Products, and liability for any damage they may cause, from passing to the Buyer upon delivery. In the event of even partial non-payment, LNS TRADE shall be entitled to demand the immediate return of the Products delivered by registered letter with acknowledgement of receipt. All costs generated by such return shall be borne by the Buyer. The parties expressly agree that, in such circumstances, any deposit paid shall remain vested in LNS TRADE as damages. If the Buyer becomes subject to collective insolvency proceedings, LNS TRADE reserves the right to recover Products sold and remaining unpaid. The Buyer must store the Products in such a way that they cannot be confused with goods of the same nature from other suppliers or with goods belonging to the Buyer. The Buyer undertakes to insure all stocks of Products in its possession or under its control for their replacement value and to ensure that LNS TRADE’s rights in such stocks are stated in the insurance policy. The sale of the Products does not grant the Buyer any right in the trade marks or distinctive signs affixed to those Products. Any advertising message or promotional campaign by the Buyer incorporating the trade marks or distinctive signs affixed to the Products is subject to the prior written authorisation of LNS TRADE. LNS TRADE reserves the right to refuse the dissemination of advertising messages that are disparaging or harmful to its trade marks. When listing the Products online, the Buyer undertakes to use only photographs and logos supplied by LNS TRADE, whose prior written approval is mandatory. Notwithstanding this retention of title, risk shall pass to the Buyer upon delivery of the Products, irrespective of the Incoterm used for the sale of the Products.
X. STORAGE AND STOCK MANAGEMENT
The Buyer is responsible for ensuring that the Products are stored in suitable premises, protected from heat and moisture, in a dry place and at the temperature recommended by LNS TRADE. The Buyer is informed that the Products must be handled with care. LNS TRADE shall under no circumstances be liable for quality defects caused by unsuitable storage conditions. Consequently, failure to comply with the above storage conditions shall not incur LNS TRADE’s liability or entitle the Buyer to return the Products concerned.
XI. WARRANTIES
The warranty granted by LNS TRADE in connection with sales of the Products is limited to the supply of Products that conform to the order and are free of any latent defect caused by a defect in materials, design or manufacture affecting the Products delivered and rendering them unfit for use. The warranty is excluded where Products have been sold or resold after being altered, processed or modified by the Buyer. As all Product specifications are described in the documentation made available to the Buyer, the Buyer is responsible for informing its customers of the Products’ normal conditions of use and of the safety and storage measures to be observed. If the Buyer fails to comply with these principles, it shall have no remedy against LNS TRADE and LNS TRADE shall incur no liability. LNS TRADE’s warranty is limited to replacing goods acknowledged to be defective, to the exclusion of all damages of any kind, including loss of materials, loss of profit and, more generally, any alleged direct or indirect loss; the Buyer must inspect the goods before use or resale. To guarantee the quality of its Products and protect its trade marks, LNS TRADE shall have the right to take back, wherever they may be, Products whose quality is in doubt, and the Buyer undertakes to provide assistance, including logistical assistance and by drawing up a stock inventory. In accordance with the intellectual property rights attaching to licensed Products sold, the Buyer undertakes to comply with LNS TRADE’s recommendations regarding the presentation of Products at the point of sale, in particular so that each Product has and/or corresponds to its own display unit or box in accordance with the licence to which it is subject. Any challenge by a third-party holder of those rights concerning the presentation of Products shall be the sole responsibility of a Buyer that has not fully followed LNS TRADE’s recommendations, and the Buyer shall remedy the matter at its own expense.
XII. FORCE MAJEURE
Neither LNS TRADE nor the Buyer shall incur liability where the non-performance or delay in performing any obligation described in these Terms results from force majeure or events beyond its will or control that prevent the normal performance of its obligations, including without limitation fire, storm, flooding, natural disaster, strike or industrial action, war, epidemic, shortage of raw materials or energy, any other event affecting suppliers or transport, or an internal IT failure or an IT failure affecting suppliers. In the event of force majeure, the affected party must notify the other party as soon as possible by registered letter with acknowledgement of receipt, stating the estimated duration of the force majeure event. Suspension of the obligations shall under no circumstances give rise to liability for non-performance, damages or late-payment penalties. As soon as the force majeure event ceases, the affected party shall notify the other party that performance of its obligation is resuming. If the event lasts for more than 90 days, either party may terminate the contract and LNS TRADE shall refund any deposit paid by the Buyer.
XIII. PERSONAL DATA
The Parties undertake to comply with all regulations governing the processing of personal data, including Regulation (EU) 2016/679, and with all recommendations and guidelines issued by the competent data protection authorities. The Parties undertake to collect, process, use and transfer personal data in compliance with the applicable regulations and, in particular, to process personal data fairly and lawfully at all times.
XIV. GOVERNING LAW AND JURISDICTION
French law alone shall govern relations between LNS TRADE and the Buyer, including where the Buyer is located abroad, the order is transmitted from abroad, delivery takes place abroad or payment is made abroad. Before commencing contentious proceedings, the parties shall seek an amicable settlement. These Terms are drawn up in French and may be translated into other languages. In the event of any contradiction, discrepancy in interpretation or difficulty arising from a translation, the French version shall prevail. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 is expressly excluded. JURISDICTION: subject to mandatory jurisdiction rules, any dispute relating to the formation, interpretation, validity, performance or termination of the contractual or commercial relationship between LNS TRADE and the Buyer shall be submitted to the courts having subject-matter jurisdiction in Strasbourg and, in commercial matters, to the Commercial Chamber of the Strasbourg Judicial Court, including where there are multiple defendants or third-party proceedings.
XV. VALIDITY OF THE TERMS AND CONDITIONS OF SALE
If any provision of these Terms is declared wholly or partially void or unwritten under any statutory or regulatory provision or any court decision having the force of res judicata, the remaining provisions and the other rights and obligations arising from these Terms shall remain unchanged and enforceable. Where appropriate, the parties undertake to replace the void provision with a valid provision. Failure to rely upon any provision of these Terms shall not be construed as a waiver of the right to rely upon that provision subsequently.
XVI. EXTENDED PRODUCER RESPONSIBILITY FOR WASTE
The Buyer is informed that, pursuant to Articles L.541-10 and R.541-173 of the French Environmental Code, LNS TRADE is registered in the producer register under the following number: FR216822_01AFXZ (CITEO, EMBM scheme).