- PREAMBULE
All sales made by FONTO DE VIVO entail unconditional acceptance of these general terms and conditions of sale by the Buyer. In the absence of express agreement, any term or condition of a contrary nature put forth by the Buyer shall therefore not be binding on FONTO DE VIVO, regardless of when it was brought to its attention.
Any amendments to these general terms and conditions of sale by the parties shall require express written agreement.
The failure of FONTO DE VIVO to apply any one of these general terms and conditions at any given time cannot be interpreted as a waiver to the application of any one of the said terms and conditions at a later stage.
These general terms and conditions of sale are subject to change at any time. Only those that are in effect on the date of the order shall be binding on the Buyer.
- ORDERS
2-1 Acceptance
All orders from a buyer must be made in writing (e-mail, post, etc.) accompanied by payment of the deposit.
An order form issued by FONTO DE VIVO shall be valid for two months from its date of issue.
2-2 Modification
Any modification of an order requested by the Buyer may only be taken into consideration if received in writing at least 90 days before the delivery date and if expressly accepted by FONTO DE VIVO.
Supplies in addition to the order shall give rise to a new order, specifying the relevant prices, terms, timeframes, etc.
- PRICES
Prices are those set out in the price list. Prices are indicated in euros, exclusive of taxes, on the basis of the prices in effect at the time when the order is placed.
Prices may be modified at any time to take into account the variability of component prices, changes in supplier prices, general price developments, competition, and product manufacturing costs, or any another factor affecting the cost price.
For all orders intended for France, products are invoiced at the VAT rate applicable at the time of their dispatch, any changes in this rate arising from legislative or regulatory provisions shall be automatically passed on.
For all orders outside of France, all taxes, duties, fees or other expenses to be paid under French laws and regulations, or those of an importing country or a transit country, shall be borne by the Buyer.
- TERMS OF PAYMENT
4.1 Terms of payment are those set out in the order form.
Invoices are to be paid upon receipt of the invoice.
All payments for orders from a buyer domiciled in a foreign country outside the European economic area shall be made solely by bank transfer.
Payment deadlines are strict and indicated on the invoices.
Goods will only be dispatched after actual receipt of the deposit in accordance with the order form.
No discount is granted for early payment.
4.2 Pursuant to the provisions of Article L.446-1 of the French Commercial Code, any invoice that remains unpaid on its due date shall give rise to the application of penalties at the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points. These penalties shall be invoiced on the basis of the number of days elapsed between the due date and the actual date of payment.
Without prejudice to the foregoing, default of payment by the Buyer on the due date shall by right and automatically give rise to formal notice, and all amounts not yet due shall immediately become due. A fixed-rate penalty corresponding to 15% of the amount of the principal of the debt, or of the part of the debt that remains unpaid, shall be applied by way of a penalty clause.
In addition, without prejudice to any other damages, in the event of late payment, the debtor shall automatically be liable to payment of a
fixed-rate compensation of €40 for collection costs, in addition to the late payment penalties.
4.3 Pursuant to French law 80-335 of 12 May 1980, FONTO DE VIVO expressly reserves the right to retain title to the goods sold until the date of their payment in full.
In the event of suspension of payment, or default, in whole or in part, on a single payment due, the Buyer shall strictly refrain from continuing to use or sell the goods, which shall remain the property of FONTO DE VIVO, pursuant to the contract of sale, in respect of which the price has not yet been settled in full and actually received.
Should the Buyer default, in whole or in part, on a payment that is due, FONTO DE VIVO may, without losing any of its rights, require the return of all goods corresponding to the Buyer’s orders not yet actually paid and for which payment has not yet been received.
For the duration of retention of title, the goods sold must be insured by the Buyer for all risks of damage and liability caused or incurred by said goods.
In the event of suspension of payment, bankruptcy filing, or insolvency proceedings against the Buyer seeking amicable settlement or a declaratory judgment, the latter must immediately notify FONTO DE VIVO to allow identification and inventory of products sold but not yet paid in full and in respect of which payment has not yet actually been received, and to allow the retention of title clause to be exercised, where appropriate.
- LIVRAISON-TRANSPORT.
Unless otherwise provided for by the parties, deliveries shall be made in accordance with the Ex Works incoterm.
Delivery shall take place either:
– by direct handover of the goods to the Buyer or to its appointed carrier,
– or by sending notice of availability of the goods to the Buyer.
In any case, delivery times are provided for information only. In no case shall the exceeding of delivery times give rise to the payment of penalties and/or damages. Any delay in relation to the delivery date initially planned shall not justify termination of the order.
Delivery is deemed to have taken place by handover of the goods to the carrier appointed by the Buyer at FONTO DE VIVO’s premises, or at any place designated by the latter.
In all cases, the signature of the Buyer or of its carrier shall be required upon receipt of delivery.
The goods sold are transported at the Buyer’s risk.
A contribution to packaging costs is determined according to weight ranges on the basis of the weight of the goods sent in a single shipment.
- RECEIPT OF DELIVERY
In the event of damage to the goods delivered, or in the case of missing items, the Buyer, or the carrier appointed by the Buyer, shall be responsible for notifying all necessary reservations on the delivery slip. These reservations may be confirmed to FONTO DE VIVO by extrajudicial process or by registered letter with acknowledgment of receipt no later than 5 days after the delivery date of the goods. The Buyer shall be responsible for providing all evidence of the veracity of the defects or missing items reported. The Buyer must allow FONTO DE VIVO or its representative every opportunity to perform, or have performed, any checks it deems necessary. Solely FONTO DE VIVO, or any person duly authorized by the latter, may perform these checks and verifications.
- RETURN OF GOODS
No goods may be returned without the express consent of FONTO DE VIVO.
Return costs shall only be borne by FONTO DE VIVO in cases where an apparent defect is actually found by the latter, otherwise return costs shall be borne by the Buyer.
- WARRANTY – LIABILITY
8-1 FONTO DE VIVO does not provide any warranty covering apparent defects that may be detected during a standard inspection of the product, which may affect said delivered product, and that were not reported by the Buyer in accordance with the terms and conditions set out in clause 6.
FONTO DE VIVO grants a warranty covering all latent defects in its products, caused by a structural or design fault preventing the intended usage, for a two-year period from the order date. Only this warranty is valid, all other warranties are null.
In order to assert its rights, the Buyer shall, under penalty of forfeiture of any action relating thereto, inform FONTO DE VIVO in writing of the existence of the defects no later than 30 days after their discovery. The Buyer must provide due substantiation, particularly photographs of the product. FONTO DE VIVO may inspect the products as considered necessary.
This warranty only covers the repair of the defective product, or replacement with a similar or identical product, or replacement of the parts preventing usage, as rapidly as possible and at the cost of FONTO DE VIVO, particularly the cost of parts and labor.
8-2 This warranty excludes all repairs or replacements required due to normal wear, abnormal use or non-conform storage conditions for the products. This warranty also excludes any damage or accident caused by an impact, fall, negligence, inadequate surveillance or maintenance or in the event of product transformation, overvoltage, freezing, flooding or transport incidents. In the same way, FONTO DE VIVO cannot guarantee the life cycle of the filters as this depends on the quality of the water, maintenance and the usage of the products.
In all events, the warranty will only cover the replacement or repair of defective parts, and cannot lead to damages for losses under any circumstances.
Under no circumstances shall FONTO DE VIVO be held liable for any damage caused by the incorrect use of the filter, or non-compliance with the operating manual and recommendations.
FONTO DE VIVO cannot be held liable for any bodily injury or tangible damage of any type caused by the incorrect use of products by the Buyer. FONTO DE VIVO’s liability is limited to the obligations defined above and it shall not be held liable to compensate the Buyer for any losses incurred or any damage to goods other than those that are the subject hereof, or loss of earnings. FONTO DE VIVO shall not be held liable for any intangible and/or indirect losses that may be claimed by the Buyer. The warranty automatically becomes void if the Buyer makes modifications or repairs to the products on its own initiative, without the express agreement of FONTO DE VIVO or the manufacturer.
The Buyer explicitly acknowledges that FONTO DE VIVO cannot guarantee that the products and parts will be manufactured indefinitely. In addition, FONTO DE VIVO cannot indefinitely guarantee the repair or replacement of the product.
8.3 FONTO DE VIVO shall not be held liable if, despite being in conformity with the legislative and regulatory standards in force in France, the products sold prove unfit for the use made of them by the Buyer and are not in conformity with the standards and regulations of a foreign country.
- APPLICABLE LAW – JURISDICTION
These general terms and conditions of sale and all the contracts entered into between the contracting parties are governed exclusively by French law, with the exception of the United Nations Convention of 11 April 1980 on contracts for the international sale of goods.
In the event of a dispute, the parties shall attempt to reach an amicable agreement within 15 days of the date on which the dispute arose. Any dispute that cannot be resolved by amicable agreement shall fall under the exclusive jurisdiction of the Paris Commercial Court and the Paris Court of Appeal. In the event that any provision of these general terms and conditions of sale is deemed or declared by a court decision to be unlawful or not to have been written, the other provisions of these general terms and conditions of sale shall remain in full force and effect.
- LANGUAGE
These general terms and conditions of sale are drafted in French and in English. Should any conflict arise in the translation or interpretation of the different versions, the French version shall prevail.
- FORCE MAJEURE
The parties shall not be held liable if their failure to perform any of their obligations described herein or late performance thereof arises from a case of force majeure, within the meaning of Article 1218 of the French Civil Code. The party that notices the event must inform the other party immediately of the impossibility of providing the service and provide justification for this. Under no circumstances may suspension of obligations constitute liability for failure to comply with the obligation in question, nor lead to the payment of damages or penalties for delay.
Performance of the obligation shall be suspended for the duration of the force majeure if it is temporary and does not exceed a 60-day period. Consequently, as soon as the reason for the suspension of their mutual obligations no longer applies, the parties shall make every effort to resume the normal fulfilment of their contractual obligations as quickly as possible. To this end, the party that has been prevented from fulfilling its obligations must notify the other in writing of the resumption of its obligation. If the impediment is definitive or exceeds a 60-day period, these general terms and conditions of sale shall be purely and simply terminated by registered letter with acknowledgment of receipt sent by either party.