Terms of Sales
1) APPLICATION AND ENFORCEMENT OF THE GENERAL CONDITIONS OF SALE
These conditions of sale are applicable to sales concluded with buyers acting as professional traders exclusively, established in mainland France and outside mainland France (the Customer).
These conditions of sale are established in accordance with the principle of transparency which governs the relations between RICA LEVY INTERNATIONAL and the Customers and form an inseparable whole with the pricing conditions of RICA LEVY INTERNATIONAL (appendix 1), hereinafter the General Conditions of Sale or T&Cs. These General Conditions of Sale constitute, by virtue of the provisions of article L 441.6 of the Commercial Code, the sole basis of the commercial negotiation between the parties and the framework of the commercial relationship.
They are systematically sent or delivered to each Customer to enable them to place an order.
Unless there is a specific prior express agreement between RICA LEVY INTERNATIONAL and the Customer, any order for products, whatever their origin, implies the customer's full and unreserved acceptance of these General Terms and Conditions. In the absence of specific prior express agreement, the order is therefore governed exclusively by these General Terms and Conditions: the stipulations contained in any general conditions of purchase, contracts, documents or correspondence do not apply. In the event of signing a specific agreement, the General Terms and Conditions remain applicable in their uncontradicted stipulations.
It is expressly understood that RICA LEVY INTERNATIONAL is not required to accept purchasing conditions or requests from the Customer which are abusive or derogatory or exorbitant from these General Terms and Conditions.
In accordance with article L 442-6 of the Commercial Code, the Client undertakes not to demand from RICA LEVY INTERNATIONAL any advantages which do not correspond to any commercial service rendered or which are manifestly disproportionate in relation to the value of the service rendered, such as a request for alignment of its conditions with commercial conditions obtained by other customers.
The fact that RICA LEVY INTERNATIONAL does not avail itself at a given time of any of the stipulations of these General Terms and Conditions cannot be interpreted as a waiver of the right to subsequently avail itself of any of the said stipulations.
2) ORDERS
2.1 The information given in the catalogues, prospectuses and prices is given for information purposes only by RICA LEVY INTERNATIONAL which reserves the right to make any modifications at any time and without notice.
The characteristics applied to the order are those in force at the time of its transmission by the Customer to RICA LEVY INTERNATIONAL.
It is expressly agreed that orders placed by the Customer must respect production and supply time constraints, particularly for orders for products intended for promotional operations.
2.2 All orders must reach RICA LEVY INTERNATIONAL in writing either on the Client's letterhead or on the dedicated RICA LEVY INTERNATIONAL website at the address www.b2b.ricalewis.com and be sent to it by post, email, fax or EDI.
2.3 RICA LEVY INTERNATIONAL’s commitment to execute an order is formalized by its express acceptance of said order.
RICA LEVY INTERNATIONAL reserves the right to refuse an order that is abnormal or in the event of a lack of sufficient information (labelling, gencod, PVC, packaging, etc.) allowing fulfillment of said order.
In any case, acceptance of orders remains subject to the condition that, until delivery of all or part of the order, no financial risk or any other element likely to call it into question has arisen. Acceptance of an order may be subject to the provision of guarantees on the part of the Customer, particularly in the event of incapacity, dissolution or modification of the company, or the pledging of the customer's business assets.
2.4 After formal acceptance of the order by RICA LEVY INTERNATIONAL, any modification of the order by the Customer must be the subject of a written request and obtain the express prior written agreement of RICA LEVY INTERNATIONAL.
Order modifications cannot be accepted if they are received by RICA LEVY INTERNATIONAL within a period of more than seven days from the order to be modified, when said order is a generic order, and/or when said order requires specific supply in raw materials.
The Customer expressly accepts that order modifications are likely to generate additional costs, cancellation compensation and an extension of the delivery time, without the possibility of penalty against RICA LEVY INTERNATIONAL.
Where applicable, the Customer is informed of the new delivery time, applicable additional costs and cancellation compensation due at the time of acceptance by RICA LEVY INTERNATIONAL of the requested modifications.
2.5 Any modification or cancellation of an order by the Customer therefore automatically engages the responsibility of the Customer and obliges him to pay any additional costs, compensation (in particular to compensate for missed profits relating to products being manufactured or manufactured) and assume any delay which would ensue.
In particular, a minimum fixed compensation of 10% of the order is automatically applied in the event of cancellation of the order within ten days of its placement.
2.6 RICA LEVY INTERNATIONAL reserves the right to terminate orders in progress in the event of non-performance by the Customer of any of its obligations, eight (8) days after sending a formal notice by registered letter with request for acknowledgment of receipt remained without effect.
3) PRICE – PRODUCTS3.1 Price
Price information
The sending of prices does not constitute a binding offer.
The prices of products are set according to economic conditions (raw materials, transport, labor costs) at the time of their transmission by RICA LEVY INTERNATIONAL.
The products are invoiced at the price in effect on the day of the order.
Evolution of pricing conditions
The price offers formulated by RICA LEVY INTERNATIONAL are valid for the period indicated therein.
To take into account in particular fluctuations in raw materials, RICA LEVY INTERNATIONAL reserves the right to send a new offer to the Client aiming to modify the price offer transmitted during its period of validity, which the Client expressly acknowledges and accepts.
RICA LEVY INTERNATIONAL will endeavor to inform the Client, respecting, as far as possible, a notice period.
The Parties will negotiate this new offer in good faith.
In any event, the Client cannot oppose to RICA LEVY INTERNATIONAL a price offer whose validity period has expired.
RICA LEVY INTERNATIONAL undertakes to inform the Customer impacted by this price change by registered letter with acknowledgment of receipt at the latest one month before the date of application of the new price.
Prices indicated
Prices are in euros.
The prices indicated on the product sheets are indicated in euros, do not include taxes or other duties that may apply, include the price of the standard packaging of the product, include the costs linked to delivery according to the terms indicated in the article 5.1 below.
Resale price by the Customer
The prices of the products indicated by RICA LEVY INTERNATIONAL in the catalogs are recommended retail prices. The Customer remains entirely free to define the resale price of the products he orders.
3.2 PRODUCTS
In principle, RICA LEVY INTERNATIONAL reserves the right to cease marketing any product offered for sale in the documents presenting the pricing conditions applied or the commercial documents and/or to modify its characteristics or composition at any time, without notice and without this giving rise to the Customer's right to any repair or compensation.
In particular, RICA LEVY INTERNATIONAL reserves the right to modify the composition of its products, without any notice and without giving the Customer the right to any repair or compensation.
The Customer undertakes to keep all data concerning the products up to date, in particular when they are intended for third parties - in particular consumers -. In this regard, he undertakes in particular to clearly transcribe the composition of the products or their characteristics. It further undertakes to respect in all circumstances the graphic charter, visual identity and image of the RICA LEVY INTERNATIONAL brands.
4) CONDITIONS OF PAYMENT 4.1 Invoices are payable in euros to our administrative headquarters located at Z I de Carros 1ere Avenue – 6001M – BP 151 – 06513 CARROS (FRANCE) within sixty (60) days net from their issue. This deadline is also required for orders delivered outside mainland France.
No discount is granted in the event of early payment.
For transfers from foreign banking establishments, RICA LEVY INTERNATIONAL does not bear any bank charges.
4.2 Any sum not paid on the due date will automatically and without prior notice result in the payment of late payment interest at the rate of three times the legal interest rate to which is added a lump sum of €40 for costs. recovery pursuant to the provisions of article L.441-6 of the Commercial Code.
Failure to pay a single installment, whatever it may be, results in the forfeiture of the term of all outstanding debts. RICA LEVY INTERNATIONAL reserves the right to demand immediate payment of all outstanding debts and reserves the right to suspend any delivery until full payment of all current invoices or to terminate current orders, without prejudice to the exercise of any legal remedy.
It is expressly stipulated that in this case, the sums remaining due will be increased as a penalty clause by a lump sum compensation set at 20% of the amount of the debts payable, without prejudice to any interest, costs and fees that could result from litigation proceedings. .
The Client must reimburse all costs incurred by the contentious recovery of the sums due, including the fees of ministerial officers.
In any event, in the event of deterioration of the Customer's credit or in the event that his financial situation presents a risk for the recovery of RICA LEVY INTERNATIONAL's debts, or if the order comes from a Customer who has not paid of all its obligations resulting from previous business, RICA LEVY INTERNATIONAL reserves the right to reduce the payment period referred to above or to require payment before delivery or to require any payment guarantees that it deems necessary. Failing to be able to obtain such guarantees, for whatever reason, RICA LEVY INTERNATIONAL reserves the right not to honor orders and/or to terminate current orders as well as all previous unpaid orders.
4.3 Unless otherwise agreed, the amounts for which the Customer is liable for product purchases cannot be offset against the sums for which RICA LEVY INTERNATIONAL would be liable to him. Any deduction from the amount of the invoice which is made by the Customer and for which RICA LEVY INTERNATIONAL has not given its agreement, will constitute a payment incident justifying the suspension of deliveries.
If, by way of derogation from the paragraph above, RICA LEVY INTERNATIONAL accepts the principle of compensation with the Client, the latter is prohibited, in accordance with article L. 442-6 of the Commercial Code, from automatically deducting, any of the invoices established by RICA LEVY INTERNATIONAL, penalties or rebates corresponding to non-compliance with a delivery date or non-conformity of the products, when the debt is not certain, liquid or payable, without RICA LEVY INTERNATIONAL even being able to verify the reality of the corresponding grievance.
5) DELIVERIES5.1 Delivery terms
Within the minimum order limits indicated above - a minimum of three hundred and fifty (350) euros for customers established in France and three hundred and fifty (350) euros for customers established abroad, the products are delivered:
carriage paid to the agreed place (sale in mainland France);
DDP agreed place of destination (Incoterms®, CCI 2010) for sales outside mainland France.
5.2 Transfer of risks
The products travel at the customer's risk, whatever the mode and responsibility for transport, including when they are shipped free of carriage to the agreed place.
For deliveries outside mainland France, by way of derogation from the Incoterm® “DDP place of destination” (Incoterms®, CCI 2010), the transfer of risks takes place at the time the products are taken over by the transport carried out by the Customer at the agreed location.
5.3 Partial deliveries
For sales in mainland France and outside mainland France, RICA LEVY INTERNATIONAL can make full or partial deliveries. In the event of partial delivery, each of them will be considered as a complete commercial transaction. Each partial delivery must correspond to a proportional payment.
5.4 Delivery times
The delivery date is indicative.
Exceeding the agreed delivery time cannot engage the liability of RICA LEVY INTERNATIONAL nor give rise to penalties, compensation, suspension of payments or cancellation or refusal of orders in progress. Any delay in delivery cannot give rise to a price revision.
In the event of a delay in delivery as part of a promotional operation with support and which is attributable to us, our liability is in any case limited to the direct real damage suffered and proven by the Customer by means of objective material elements and numbers.
Any request for compensation from the Client must be justified with regard to the actual damage suffered by the Client.
5.5 Reception
It is up to the Customer to carry out the usual checks upon receipt of the products.
In the event of damage, delays, missing items and deterioration, it will be up to the recipient, at the very time of delivery of the products, to record regular protests and reservations with the carrier, on the receipt document which he must sign, make countersign by the carrier or its driver, date and confirm by registered letter within three (3) days, not including public holidays, following that of this receipt, in accordance with the provisions of article L. 133-3 of the Commercial Code.
Customers will be personally responsible for any possible recourse against carriers in the event of shortages, deterioration, damage, delays or others.
Complaints regarding apparent defects or non-compliance of the product delivered to the order must be made in writing within eight (8) days of receipt of the products. After this period, no claim or recourse will be accepted against RICA LEVY INTERNATIONAL.
It will be up to the Customer to provide any justification as to the reality of the defects or anomalies noted. He must allow RICA LEVY INTERNATIONAL every opportunity to identify these defects.
5.6 RESERVES
The existence of reservations relating to the conformity of the products or to apparent defects, formulated by the Customer in the required forms, does not suspend the payment date. The Customer is prohibited from applying deductions, penalties or compensation of any kind to the sums due for his initial order, unless expressly agreed in advance in writing with RICA LEVY INTERNATIONAL.
6) RESERVATION OF OWNERSHIP
RICA LEVY INTERNATIONAL reserves ownership of the products delivered until full payment of the price of said products.
The delivery of bills of exchange or other securities creating an obligation to pay does not constitute a payment within the meaning of this provision.
During the duration of the retention of title as depositary, the risks having been transferred under the conditions referred to in article 5.2 above, the Customer must insure the products against all risks of damage or liability, and in particular take out insurance of product liability at its expense, on behalf of RICA LEVY INTERNATIONAL.
The Customer undertakes to allow the identification and claim of the delivered products at any time. By express agreement, products in stock with the Customer are deemed to relate to unpaid invoices.
The Customer, authorized to resell the products delivered in the normal execution of his business, is required to immediately inform RICA LEVY INTERNATIONAL of the seizure, for the benefit of a third party, of the products delivered under retention of title. The Customer further agrees not to pledge or transfer ownership of the products as security. In the event of resale, it undertakes to assign to RICA LEVY INTERNATIONAL its claims on the sub-purchasers up to the sums due.
The above stipulations do not prevent the transfer to the Customer of the risks of loss and deterioration of the products delivered as they result from article 5.2 above.
In all cases, the Client undertakes to provide, upon simple request from RICA LEVY INTERNATIONAL and within the allotted time, any certificate of solvency that RICA LEVY INTERNATIONAL may request.
7) RESPONSIBILITY
RICA LEVY INTERNATIONAL declines all responsibility in the event of deterioration or damage to products for any reason whatsoever (for example: water damage, fire, flooding, humidity, rodents, etc.) as well as in the event of loss, total or partial, as soon as the products have been made available to the customer in any location whatsoever under the conditions referred to in article 5.2 above.
In the event of a complaint recognized as justified by RICA LEVY INTERNATIONAL, its liability is limited to the replacement of the product deemed non-compliant.
8) FORCE MAJEURE
The company RICA LEVY INTERNATIONAL will be released from its obligations for any event beyond its control which prevents or delays the delivery of the products, contractually assimilated to force majeure. This will be the case in particular in the event of events occurring at RICA LEVY INTERNATIONAL or one or other of its suppliers and/or service providers, such as: lockout, strike, epidemic, embargo, accident, interruption or delay in transport, inability to be supplied, defective raw materials, notable change in the political situation in the customer's country or any other event beyond the control of RICA LEVY INTERNATIONAL leading to partial or total unemployment at RICA LEVY INTERNATIONAL.
9) INTELLECTUAL PROPERTY RIGHTS AND OTHER PRIVATE RIGHTS OR OWN KNOWLEDGE
9.1 The Client undertakes to respect all intellectual property rights and other private rights of RICA LEVY INTERNATIONAL of which he declares to have perfect knowledge and to use them only to the extent expressly authorized by the stipulations of an agreement specific previously signed with RICA LEVY INTERNATIONAL, adapted to the needs of the planned commercial relationship.
9.2 The Client undertakes not to reproduce or have reproduced, in whole or in part, the brands, designs, models, projects and studies or any other sign, element, creation or invention, whether the subject of a intellectual property right, private right or not, of which RICA LEVY INTERNATIONAL is the holder, under penalty of prosecution, and/or to transmit to third parties any information of any nature whatsoever allowing the total or partial reproduction of these rights .
9.3 Any use of an element referred to in Article 9.2, in particular of an intellectual property right belonging to RICA LEVY INTERNATIONAL, in particular its trademarks, requires the express prior written consent of RICA LEVY INTERNATIONAL, whether for use in Metropolitan France or outside metropolitan France.
9.4 The Client expressly acknowledges that the studies, preliminary projects and samples carried out at the Client's request, communicated to the Client and not followed by an order, are the full and entire property of RICA LEVY INTERNATIONAL, and he undertakes accordingly to return them immediately to RICA LEVY INTERNATIONAL spontaneously.
10) CONFIDENTIALITY
Each party undertakes to consider strictly confidential the documents, information and information communicated to it by the other party, within the framework of these General Conditions of Sale. Communication to third parties of these documents, information and information is only possible with the express prior written consent of the other party.
11) MISCELLANEOUS PROVISIONS
RICA LEVY INTERNATIONAL may be required to conclude commercial cooperation agreements with its Clients relating to the execution by the Client of services rendered during the resale of RICA LEVY INTERNATIONAL products to consumers, suitable for ensuring their marketing and not falling within not purchase and sale obligations in accordance with article L. 441-7 of the Commercial Code.
To this end, it is recalled that the execution by the Client of such services must give rise to the establishment of a written agreement in duplicate held by each of the parties, under the conditions provided for by article L. 441- 7 of the Commercial Code and the issuance of an invoice which complies with the provisions of Article L. 441-3 of the Commercial Code and which mentions in particular the exact name of the services rendered and the start and end dates of the services. services concerned.
Unless otherwise agreed, service invoices cannot give rise to any compensation whatsoever with sales invoices for RICA LEVY INTERNATIONAL products.
12) APPLICABLE LAW – ATTRIBUTION OF JURISDICTION
All sales made in application of the General Conditions of Sale are governed by French law as are the commercial relations between the parties.
By express agreement, exclusive jurisdiction is granted for all disputes which arise between the parties in the course of their commercial relations, to the Courts of NICE (06 France), regardless of the place of delivery, the method of payment. accepted, and even in the event of a warranty claim or multiple defendants.
13) COMPOSITION OF PRODUCTS
Information relating to the composition and/or instructions for use of the Products is available on the information sheet for each Product.
In accordance with the provisions of the Environmental Code and the AGEC law combating waste and in favor of the circular economy, RICA LEVY INTERNATIONAL has affiliated with eco-organizations for the management and sorting of its waste. For this purpose, RICA LEVY INTERNATIONAL has the necessary unique identification numbers (IDU: FR219086_11OYOB). The Client can consult the management and sorting rules from each actor.
RICA LEVY INTERNATIONAL, undertakes to deliver Products that meet the requirements in force relating to the safety and health of people in accordance with European provisions, and in particular the legislation on chemical substances with regulated content.
The Customer is solely responsible for the choice of products, their conservation and their use.
