Article 1 – GENERAL INFORMATION
Any order addressed directly or through a sales representative to the PAPO company implies acceptance of these conditions of sale.
The buyer is deemed to have accepted without reservation all the provisions of these general conditions. These general conditions of sale apply to all products distributed by PAPO and exclusively for Metropolitan France.
PAPO reserves the right to modify its general terms and conditions of sale at any time. The applicable general terms and conditions of sale are those in effect on the date of the order placed by the buyer.
Article 2 – ORDERS
Any order sent to PAPO only becomes final after its acceptance by PAPO. Acceptance is deemed to have been acquired in the absence of express refusal within seven days from the date of receipt of the order.
Article 3 – ORDERS OF LESS THAN €150 EXCL. VAT
Unless otherwise agreed by PAPO, orders below €150 excluding VAT will not be accepted.
Article 4 – PRICE
Sales prices are shown excluding tax, net per packaging unit, carton or assortment. Free packaging.
The selling price of the products is the one in effect on the day the order is placed. Selling prices are subject to change during the year.
Article 5 – TRANSPORT AND DELIVERY
Free from €300 net excluding VAT.
Contribution to shipping costs for an invoice of €150 to €300 excluding VAT: €15 excluding VAT per package. Risks are transferred to the buyer upon delivery of the goods, which are transported at PAPO's risk.
Delivery means the transfer to the buyer of physical possession or control of the good.
The products are delivered to the address and within the time frame indicated on the order form.
Article 6 – REGULATIONS
In case of payment of invoices within less than 8 days, by check or bank transfer, the buyer may deduct a discount of 2%: A magnetic LCR can be granted with a due date of 30 days end of month.
Payment terms are established with EACH POINT OF SALE (customer account). For any payment received after the due date, PAPO reserves the right to apply late payment interest at least equal to 3 times the legal interest rate per month of delay and a fixed amount of €40 excluding VAT as compensation for recovery costs.
By express agreement and unless postponement is requested by the buyer and granted by PAPO, failure to pay for the goods on the due date will result in:
1.- The immediate payment of all sums remaining due, regardless of the method of payment provided (by accepted draft or not)
2.- The payment of compensation equal to 15% of the amounts due, in addition to statutory interest and any legal costs, is due as damages and as a penalty clause. Any draft returned unpaid by the bank will be returned 30 days from the due date with PROTET plus 1.5% per month of late payment interest and €19.71 including VAT for correspondence administration fees. In the event of an incident in the payment of invoices, any order can only be processed after receipt of cash payment on PROFORMA invoice.
Article 7 – OPENING AN ACCOUNT
For the first order, delivery of the goods is made only after receipt of cash payment on PROFORMA invoice.
Article 8 – CHANGE IN AMOUNT
Only one balance will be processed automatically from an amount of €100 excluding VAT, unless otherwise notified by the customer.
Article 9 – COMPLAINTS
Complaints will not be considered after a period of 15 days from the date of receipt of the goods.
Complaints must be sent to PAPO headquarters by registered letter. Upon delivery of the goods, the recipient buyer must check that the packaging is in good condition. In the event of damage, and only in this case, the buyer may refuse the shipment and request that it be returned to the sender. In this case, the buyer must inform PAPO by registered letter. If these provisions are not respected, particularly if the packaging has been opened, the recipient buyer may not demand any compensation from PAPO, nor refuse or return the goods or oppose payment.
Article 10 – RETURN
All orders are invoiced on a firm account, no returns are accepted.
Article 11 – WARRANTY AND CONFORMITY
We guarantee our goods against any actual manufacturing defect. This guarantee is expressly limited to the free replacement of parts recognized as defective or their actual repair within the limits of Article 9. PAPO cannot be held responsible for direct or indirect losses or damages suffered by the buyer or by third parties due to these products and their use.
The buyer shall immediately inform PAPO in writing if the goods do not comply with applicable legislation and distribution and marketing becomes prohibited or restricted. In the event of sale of the goods in countries that provide for product safety regulations, as well as adequate testing and labeling that are more stringent/different from those of the EU, the buyer is responsible for ensuring that the goods comply with these applicable regulations. In the event of unlawful resale by the buyer for marketing, the buyer shall be fully responsible for ensuring that the goods comply with applicable product safety regulations, as well as adequate testing and labeling. In the event that a foreign law of public policy applies to the contract recognizing the manufacturer's liability, the buyer undertakes to compensate the manufacturer for any sum to which it may be ordered or, if possible, prevent it from being a party to any legal action.
Article 12 – PROPERTY
The delivered goods remain the property of PAPO until full payment of their price by the buyer.
He cannot pledge them or transfer ownership as security.
Consequently, in the event of due date and non-payment of all or part of the agreed price, PAPO may, as the case may be, claim its goods from the buyer or the amount of its claim on the price of their resale from the third-party purchaser. The transfer of risks of the goods sold takes place upon their taking possession by the buyer who must therefore, and until full payment of the price, ensure their proper conservation and take out insurance to cover all risks that may arise with these goods.
Article 13 – MARKETPLACES
The online sale of PAPO products by resellers on marketplaces is strictly prohibited.
Article 14 – USE OF THE TRADEMARK
The commercial relationship established between PAPO and the buyer does not give the buyer any rights to the PAPO trademarks or any other trademark or distinctive sign marketed by PAPO. All goods will benefit from constant exposure compatible with the brand's reputation within the points of sale. The POS remains the property of PAPO. If its use is not in accordance with the original designation, to showcase the products, PAPO will request its return. Any sale of counterfeit goods whose resemblance to those of PAPO is likely to cause confusion in the mind of the public is prohibited.
Article 15 – ADVERTISING
Any advertising using the brand or any creation of advertising documents mentioning the brand may not be carried out without the express prior consent of PAPO.
Article 16 – FORCE MAJEURE AND FORTUITOUS EVENTS
PAPO cannot be held liable in the event of non-performance or poor performance of the contract due either to the actions of the buyer, or to the insurmountable and unforeseeable actions of a third party to the contract, or to a case of force majeure.
Article 17 – PARTIAL NULLITY
In the event that any of the provisions of these General Conditions are declared null or deemed unwritten, all other provisions shall remain applicable.
Article 18 – NON-WAIVER CLAUSE
The failure of PAPO at any time to require the performance by the Buyer of any of its obligations under this Agreement shall not affect in any way the right of PAPO to require performance thereof at any time thereafter. The fact that PAPO waives the enforcement of the breach by the Buyer of any provision of this Agreement shall not constitute a waiver by PAPO of any other breach of the same or any other provision, nor a waiver of the obligation in question.
Article 19 – DISPUTES
Any dispute falls under the exclusive jurisdiction of the Commercial Court of Evry.
Article 20 – LANGUAGE AND APPLICABLE LAW
The language of the contract is French.
The law applicable to these general conditions of sale is French law.