MA CONCEPTION · B2B Terms

General Terms and Conditions of Sale

1 – Orders – General Provisions

1.1 These general terms and conditions apply to all our sales and/or services. Entering into a contract with us automatically implies the application of these general terms and conditions to any customer and constitutes an express waiver on their part of the right to rely on their own general purchasing conditions.

1.2 Our customers’ orders are only recorded in accordance with the general terms and conditions below, unless an express exception is accepted by us.

1.3 Any order shall only bind us once we have accepted it in writing.

1.4 Performance: Our liability shall in no event be engaged if, for reasons beyond our control, in particular the impossibility of operating the company normally, a shortage of raw materials or packaging (stock-out), any other case of force majeure, or in the event of a delivery delay attributable to transport companies, we find ourselves unable to deliver.

1.5 Any cancellation of an order must be notified within eight days following its dispatch by the customer. After this period, the customer’s cancellation cannot be taken into account. The goods will be delivered and the related invoice settled as normal.

2 – Delivery – Transport

2.1 Delivery occurs when the goods are delivered to the location indicated by our customer. Failing this, the goods will be made available to the customer at our warehouses. This availability constitutes delivery to the customer. The customer is required to collect the goods within 10 days; beyond this period, storage fees may be charged.

2.2 We reserve the right to make partial deliveries. Each partial delivery will be invoiced separately, independently of subsequent deliveries.

2.3 Delivery times are given for information purposes only. Exceeding them for any reason whatsoever shall not justify cancellation of the order nor give rise to the payment of damages on our part.

2.4 Claims: In the event of missing items, damage or apparent defects, it is the customer’s responsibility to make precise and significant reservations with the carriers before taking delivery of the goods.

3 – Invoicing – Payment

3.1 Goods are invoiced at the price in effect on the day of delivery.

3.2 Our invoices are payable at our registered office upon receipt, unless special arrangements are mutually agreed, within the limit provided by the LME law, without any deduction or set-off of any kind by the customer. The payment date corresponding to this period, or possibly to a different period set by mutual agreement, is stated on the invoice.

3.3 Any payment made after the payment date indicated on the invoice will, after formal notice given by registered letter with acknowledgement of receipt, give rise to a late payment penalty calculated on the basis of 3 times the legal interest rate in force in France on the payment date shown on the invoice (in accordance with LME law No. 2008-776 of 4 August 2008).

3.4 We reserve the right, for the first order, to require payment in full on receipt of the order.

3.5 Likewise, if we have serious or specific reasons to fear payment difficulties on the part of the customer at the time of the order or thereafter, we may make acceptance of the order or continuation of its performance conditional on payment before delivery or in cash, on limiting the customer’s outstanding balance, or on the customer providing guarantees in our favour. We may require the customer to provide accounting documents enabling us to assess their solvency. Our drafts, or our acceptance of another method of payment, constitute neither novation nor a waiver of this clause.

3.6 As discounts, rebates or refunds are granted subject to invoices being paid on their due date, we reserve the right to terminate them automatically in the event of non-payment or late payment.

3.7 We reserve the right to request a deposit from the buyer in order to fully validate the order.

4 – Retention of Title

4.1 It is expressly agreed that we retain ownership of the goods until full payment of their price, principal and interest, the handover of a draft or other instrument creating an obligation to pay not constituting payment for the delivery.

4.2 However, the buyer shall be considered custodian of the goods sold for as long as the price has not been paid in full to our company. The buyer must therefore take all necessary measures and insurance required to cover these risks. In the event of court-ordered receivership or liquidation of the buyer’s assets, the seller shall have the right to reclaim ownership of the goods sold, in accordance with legal provisions.

5 – Liability

5.1 Our company is not liable for delays caused by power failure, fire, flood, strikes or war, as well as any other cases of force majeure.

5.2 Where our liability is engaged due to a defect, the defectiveness of part of the delivery cannot justify its total rejection (see specifications).

5.3 Our technical advice on use, whether verbal, written or following tests, reflects the current state of our knowledge and represents information about our products and their field of application. It does not constitute a guarantee of the specific properties of the products or of their suitability for a particular application. Consequently, it does not exempt the buyer from carrying out their own tests with the products we supply in order to determine whether these products are indeed suited to the intended treatment and use. The selection of materials and verification of their suitability for the intended use are the sole responsibility of the buyer.

5.4 The buyer has a period of two (2) weeks from the date of receipt of the products to carry out a full inspection of the order, including the quantity, quality and conformity of the products delivered. Any complaint concerning apparent defects, missing products or non-conformities with the order must be made in writing and sent to us by e-mail within this period. After this two (2) week period, no complaint will be accepted or taken into account by the Manufacturer, and the order will be considered conforming and accepted by the buyer.

5.5 As a subcontractor, we assemble several raw materials together to produce the products requested by the buyer. The buyer assumes full responsibility for any defect or problem relating to the products beyond this two (2) week period, including any defect relating to the raw materials used or their assembly. We disclaim all liability for defects appearing during tests carried out by the buyer or the use of the products after this two (2) week period.

5.6 It is the buyer’s sole responsibility to carry out tests on the finished product before launching production, given that the final product belongs to them. These samples are intended to assess the integrity, quality, fragrance diffusion, burning behaviour, and the product’s reaction to various factors such as heat, cold, light and ageing.

6 – Performance Conditions

6.1 Our company undertakes to provide work carried out in accordance with standard practice, consistent with the elements supplied by the customer and in compliance with the characteristics indicated by the customer. Where a trial proves necessary, or is requested by the customer, the cost of this trial will be invoiced separately.

6.2 Retention period: Proofs and other production elements are kept by us for 12 months.

6.3 Final proofs: Our company is only required to reproduce the graphics, signs, wording, colours, etc. requested by the customer, and our liability is discharged once the final proof has been signed off by the customer.

6.4 Media/supports: If the medium is supplied by us, we assume responsibility for its suitability for the work ordered. Where the medium is not supplied by us, we are not responsible for the choice of a medium that may not be suitable for the work in question. Furthermore, we cannot undertake to return the medium supplied to us in an identical quantity, given the need to use a certain percentage for setup and adjustment, depending on the complexity of the work.

6.5 Manufacturing process / Quality: The manufacturing process and the « Acceptable Quality Levels » to which MA CONCEPTION commits are those defined in its specifications.

6.6 Moulds and tooling: The seller invoices the buyer for part of the cost of moulds and tooling built and/or purchased by the seller specifically for the execution of an order, and the seller retains ownership of them. They are kept in good working technical condition by the seller. The costs of their refurbishment and renewal are, in part, borne by the buyer.

7 – Confidentiality

All technical, commercial or other information or documents (in particular studies and glass design plans) that we provide to the customer in any form whatsoever prior to a possible order or during its execution remain our property and are subject to a confidentiality obligation on the part of the customer, who may not disclose them to a third party without our prior written consent.

8 – Governing Law – Jurisdiction

All clauses contained in these general terms and conditions of sale, as well as all purchase and sale transactions covered by them, are governed by French law. Any dispute shall be submitted to the Commercial Court, and any jurisdiction clauses that may exist on the buyers’ documents shall not constitute an obstacle to this clause.