TERMS OF SALE
The buyer-seller relationship between the parties is governed by these Terms of Sale. These terms accompany and, in the event of any conflict, replace the incompatible conditions from any agreement existing between the parties. All additional or incompatible conditions stated on the purchaser’s order form or other business documents are considered inapplicable. The conditions concern the products and services marketed by Bollé Protection in compliance with the applicable standards. These conditions may be accompanied by range-specific conditions (ranges, prescription, etc.)
The orders are firm and final with the Purchaser having the option to cancel them within a 24-hour period after the order has been placed. The minimum order value is 100 euros for France and 200 euros for all other countries. The orders are not considered accepted until delivery in full.
The products are shipped by Bollé Protection, which invoices the purchaser for the transport costs. The Vendor retains a lien concerning all Products until the full payment has been cashed. The Vendor reserves the right to make partial deliveries of an order. All delivery dates are only estimates and no delays may be used as grounds for compensation or for the cancellation of orders in progress. The purchaser must submit any comments or reservations to the haulier and then confirm any missing, damaged or substandard items in writing within a period of five days as from the delivery date or from the date of receipt of the invoice. The Vendor may suspend or cancel the orders for reasons of force majeure (fires, strikes, accidents, war etc.).
4. Complaints - returns - warranty.
Complaints conceming apparent defects in the goods delivered must be reported to Bollé Protection in writing (via e-mail or fax) within a maximum period of seven business days as from the date of delivery. After this period oftime, no complaints will be accepted. Goods may not be returned without Bollé Protection's prior agreement in writing.
All retums must be accompanied by supporting documents that Bollé Protection can use to determine the origin and causes of the returns. Goods will be re-despatched DDP, to the place of delivery, INCOTERM ICC 2010. All repair costs incurred by Bollé Protection for the retum of the goods are borne by the customer. Bollé Protection guarantees the Buyer against all manufacturing defects affecting the goods and accessories, within the limit of the price of the aforesaid damaged goods and accessories, to the exclusion of all direct or indirect damage caused by this defect.
5. Prices and Payment.
The prices of the products and services shown in the catalogue or in the catalogue applicable on the delivery date are ex-tax and may be covered by the Price reduction scale supplied at the purchaser’s request. The prices of the Products do not include transport costs and duties, which are invoiced to the Purchaser. The Vendor reserves the right to modify the design, specifications, packaging and prices of the Products and will inform the Purchaser of any price changes 30 days in advance. Unless agreed otherwise in writing by the Vendor, payment must be made within a 30-day period as from the invoice date. Early payment will not result in a discount. The Vendor may demand early payment in the event of any overdue or unpaid invoice, or any other condition concerning the Purchaser which the Vendor considers, at its sole discretion, to generate uncertainty concerning future payments. Payment not received within a 10-day period as from the payment due date will bear interest at an annual rate of 18% and, at its sole discretion, the Vendor may cancel or postpone the order concerned or other orders not yet fulfilled, bring forward the payment due dates of invoices for other orders, recover the delivered Products and demand the payment of recovery costs (including but not limited to lawyers’ fees in as far as this is reasonable). The existence of a complaint or dispute will in no way authorise the Purchaser to suspend or delay the payment of an invoice concerning other deliveries.
Unless stated otherwise, the products are guaranteed against material and manufacturing defects in compliance with the applicable legal guarantee of conformity or for a period of 12 months as from the delivery date. The Vendor provides no other express or implied warranty, including but not limited to those related to merchantable quality or the suitability for a particular usage. At its discretion, the vendor may repair or replace the Products or refund the purchase price. The above-mentioned provisions constitute the only possibilities available to the Purchaser in the case of a breach of warranty. The Vendor’s prior consent is required for any returns under the terms of the warranty.
7. Liability limitations.
SUBJECT TO THE PROVISIONS OF THIS DOCUMENT, IN NO CASE MAY ONE OR OTHER OF THE PARTIES be considered liable VIS-A-VIS THE OTHER or VIS-A-VIS A THIRD PARTY REGARDING ANY CONSEQUENTIAL OR SIMILAR LOSSES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, OF BUSINESS PROSPECTS OR GOODWILL) WHETHER THIS CLAIM IS BASED ON A CONTRACT, ON NEGLIGENCE, ON AN OFFENCE, OR ON ANY OTHER GROUNDS RELATED TO THIS CONTRACT, TO AN ORDER FORM, TO THE PROCESSING OF AN ORDER FORM OR TO THE PRODUCTS SUPPLIED, AND IRRESPECTIVE OF WHETHER ONE OR OTHER OF THE PARTIES WAS OR WAS NOT INFORMED OF THE POSSIBILITY OF SUCH A LOSS OCCURRING. UNDER NO CIRCUMSTANCES MAY ONE OR OTHER OF THE PARTIES’ LIABILITY EXCEED THE TOTAL AMOUNT ACTUALLY PAID OR OWNED BY THE PURCHASER FOR THE GOODS PURCHASED UNDER THE TERMS OF THIS CONTRACT.
8. Intellectual property rights.
The Purchaser acknowledges that the Vendor is the exclusive owner of all intellectual property rights on a worldwide basis (inventions, copyrights, trademarks, trade names, business secrets, etc.). The Purchaser may not infringe the said rights and any use of the Intellectual Property by the Purchaser or any goodwill resulting from the use of the Intellectual Property will be considered as being for the benefit of and on behalf of the Vendor.
The Vendor grants the Purchaser (only for the duration of his authorisation as a reseller) the non-exclusive, non-transferable royalty-free right, with no possibility for sublicensing, to use the trade names, logos and other trademarks for the Products (referred to collectively as the “Trademarks”), purely for the purpose of identifying the Purchaser as an authorised reseller and purely for the marketing, promotion and sale of the Goods (hereafter referred to as the “License”). Other than this License, the Purchaser will have no rights concerning the Intellectual Property Rights. The Purchaser must not seek to register the Trademarks or deceptively similar trademarks in any country, without the Vendor’s express written consent. The Vendor makes no claims and issues no guarantees concerning the validity of the Trademarks or their enforceability vis-a-vis third parties, or the absence of any violation of intellectual property rights or of the contractual rights of third parties in the Territory.
9. Resale conditions.
The Purchaser may only use the License and actively promote, market and sell the Products in the sales territory and, where applicable, via sales channels approved in writing by the Vendor (hereafter referred to as the “Territory”). The Vendor may add to, delete or otherwise modify the geographical limits or the sales channels comprising the Territory, subject to a written period of notice of thirty (30) days. The Vendor expressly reserves the right to make sales to end customers in the Purchaser’s Territory. Via this Agreement, the Vendor expressly prohibits the Purchaser from actively soliciting or concluding solicited sales outside the Territory, with it being hereby understood that nothing in this Agreement prevents the purchaser from responding to unsolicited orders or requests from outside the Territory (in other words, from performing “passive sales”). For each violation of the provisions of this paragraph committed in full knowledge of the facts, the Purchaser agrees to pay the Vendor the higher of the following sums as compensation: (i) the costs and expenses relating to the Vendor’s investigation into the Purchaser’s unauthorised sales; or (ii) three times (3 x) the price shown in the List of Recommended Prices per Product sold by the Purchaser. The Parties declare and agree that in the event of violations of this nature, the compensation agreed here constitutes an estimate issued in good-faith and made in advance, of the damages which the Vendor would incur and that it is not intended to be punitive in nature. The Vendor reserves all rights and authorisations not expressly granted to the Purchaser.
10. Use of trademarks.
The registered trademarks and all trademarks shown in the catalogue for Bollé Safety, Bollé Tactical and for the prescription ranges such as Bollé Safety, Platinum and the names of products, services and technologies featured in the catalogues or on Bollé Protection’s digital resources are valuable and important assets for the company. Any use of the Company’s trademark and in particular on all communication media and resources (on and off-line) created and issued by the Purchaser featuring the brand, trademark and logo or the supplier’s pictures must comply with the rules available on request from the Bollé Protection marketing department and will be approved by the latter by means of a print proof. This will be forwarded to the supplier’s marketing department for approval or adjustment.
11. Compliance with legislation.
The Purchaser declares and guarantees that the purchasing, possession, distribution and resale of the Products by it comply with all applicable legislation and regulations at a federal, national, local and international level (collectively referred to as the “Legislation”) and that the Purchaser will comply with all Legislation, including but not limited to the Legislation applicable to the collection, transfer and use of personal information or data from payment cards, anti-trust Legislation and, regarding competition, with the Foreign Corrupt Practices Act and other similar laws concerning corruption. The Purchaser will make no declarations and supply no guarantees in relation to the Products other than those expressly supplied by the Vendor, including but not limited to declarations concerning the protective characteristics or performance of the Products. The Purchaser must only resell the Products for uses and applications specifically approved by the Vendor. The Purchaser must assume all consequences of any failure to observe the provisions of this paragraph in the Vendor’s place.
12. Dispute resolution.
Any dispute concerning this order form will be governed only by French law and considered the sole jurisdiction of the Commercial Court of Lyon. The parties expressly renounce the application of the United Nations Convention on Contracts for the International Sale of Goods to this Contract.