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GCU-GSC

GCU-GSC 

These general sales conditions (the “GSC”) are concluded between the company CAESARS DIFFUSION, a limited liability company, with a share capital of 204 800 euros, whose registered office is at 14 rue du Fosse? Blanc 92230 Gennevilliers, registered at the Commercial Companies Register under n°: 394 639 579, represented by its legal representative (“Caesars Diffusion”) and the client (the “Client”) whose contact details are noted on the order form.

ARTICLE 1 - APPLICATION

GCU-GSC

The purpose of these GSCs is to set out the conditions for the sale and manufacture of the products listed on the order form. Any delivery, service and offer by CAESARS

DIFFUSION is exclusively made on the basis of these GSCs, excluding the general purchasing conditions of the Client.

All documents, other than these GSCs, such as catalogues, prospectuses, advertising, notices and photos, only have an informative value and are not contractual in nature. CAESARS DIFFUSION reserves the right to periodically modify, change or update these GSCs at any time. The Client must accept such modifications prior to any subsequent orders.

ARTICLE 2 – ORDERS AND CONCLUSION OF A CONTRACT

When placing an order with CAESARS DIFFUSION, the Client declares:

- that he is an adult private individual, acting within a commercial, industrial, artisanal or liberal activity, either in his name, on his own behalf or on behalf of a company for which he is the duly authorised representative for such
purposes; the Client recognises that he has full authority to enter into, or commit the company to enter into an agreement under these GSCs when placing an order CAESARS DIFFUSION;

- that he accepts these GSCs without reservation.

Any order for products from CAESARS DIFFUSION must be made using an order form and expressly accepted by CAESARS DIFFUSION.

Any order made by the Client from CAESARS DIFFUSION and accepted by CAESARS DIFFUSION is firm and definitive. Any modification or cancellation of the order by the Client is strictly subject to the prior written agreement of CAESARS DIFFUSION.

The placing of the order may be followed by exceptional circumstances which prevent CAESARS DIFFUSION from sending the products, for example, in the event of a lack of availability of the products which CAESARS DIFFUSION was not aware of when accepting the order. If this is the case, CAESARS DIFFUSION shall warn the Client as

quickly as possible by email and shall refund the amount of any sums paid by the Client relating to these products, without any form of indemnity.

ARTICLE 3 – PRODUCT DEVELOPMENT

The Client shall validate designs (proofs, photos) of the products proposed by CAESARS DIFFUSION before manufacture of the products. CAESARS DIFFUSION shall have the products manufactured by a manufacturer(s) of its own choosing. Validation of the proofs and photographs is deemed to be the definitive agreement of the Client on the products and their manufacture. Any additional service provided by CAESARS DIFFUSION after signature of the proof and photos shall be subject to an additional invoice.

The Client waives any action against CAESARS DIFFUSION founded on a discrepancy between his order and his expectations, where the characteristics of the products delivered to him are those that feature in plans validated by the Client.

The Client is also informed, and accepts, that the products manufactured after validation of the proofs may present some differences, variations or nuances compared to these proofs (the “Variations”), due to the mechanical production method of the products. As an example, it is possible that nuances of colour, size or materials of the products may vary, the Client expressly accepts this. The Client shall not be entitled to refuse delivery and shall have no recourse against avec CAESARS DIFFUSION founded on these Variations.

ARTICLE 4 – PRICE AND PAYMENT CONDITIONS

All prices for products on the order form are expressed in euros and are agreed to be net, before VAT, tax, duties or other fees to be paid in application of the laws and regulations in the delivery, or transit countries, which shall be at the expense of the Client. Transport and technical costs inherent in the Client’s order (courier charges, photography charges, mould costs, etc.) shall be at the expense of the Client.

Except in the case of express contrary agreement between the parties, the price shall be payable in the following conditions:

- Payment of a deposit of thirty percent (30%) of the sums due for products ordered and listed on the order form on the date of signature of the order form.

- Payment of the balance of seventy percent (70%) due for products ordered and listed on the order form within thirty (30) days of the invoice date.

Amounts are payable by bank transfer or by cheque.

In the event of late payment, all sums due shall be subject to late penalties, the rate of which corresponds to the interest rate applied by the European Central Bank to its

most recent refinancing operation, increased by 10 percentage points, this rate shall apply until complete payment. Late penalties can be demanded from the day following the date payment was due. The Client shall also automatically be liable to pay a fixed indemnity of €40 for recovery costs under Article L. 441-6 of the Commercial Code.

ARTICLE 5 -DELIVERY

Delivery costs are as indicated when the order is placed.

Delivery dates given on placing an order are simply given as a guide, no delivery made after this date can give rise to any claim against CAESARS DIFFUSION, who will carry out the delivery as soon as possible. If the delivery date is exceeded, there will be no

liability for damages, and no right to make any deduction or to cancel current orders.

If events occur which seriously hinder the delivery or prevent it altogether, in the long-term, (for example a strike, a lock-out, an administrative order, a transhipment, a natural catastrophe, or other), CAESARS DIFFUSION shall not be held responsible in the event of late deliveries, including those where firm deadlines and dates had been given.

CAESARS DIFFUSION shall deliver products only to the addresses provided by the Client on the order form. Consequently, transportation of products to delivery points is at the expense and risk of the Client. Once delivered, products are the sole responsibility of the Client.

Furthermore, due to the uncertainties of production, the Client expressly accepts receipt of partial delivery of an order, even if CAESARS DIFFUSION cannot supply the whole of the order for a certain product.

Delivery shall be undertaken by transporters chosen by CAESARS DIFFUSION. ARTICLE 6 - RECEIPT

At the moment of delivery the Client shall:

- Verify the condition of the packaging, the number and content of packages, as well as the condition of the products on delivery;

- Report any anomalies found in a handwritten, clear, precise and full report on the delivery/transport note, in the presence of the transporter, it is specified

that the transporter and the Client shall date and sign the report. In the event that the transporter refuses to sign the report, the Client must specify this in writing on the delivery note;

- In the event of an anomaly, under Article L. 133-3 of the Commercial Code, in parallel to the issue of a report, the Client shall send a recommended letter with acknowledgement of receipt to the transporter within three (3) days after the delivery date, confirming the complaints relating to the noted anomalies. A copy

of this letter, along with a copy of the delivery note listing the problems, shall be sent simultaneously by recommended letter with acknowledgement receipt, or by email to CAESARS DIFFUSION at the latest three (3) days after the delivery date.

The only anomalies which may permit the Client to refuse a delivery made by CAESARS DIFFUSION are the following:

- damage caused to products during transport which renders them unfit for use;

- non-conformity of the products delivered to the order that was made, other

than the Variations.

Beyond three (3) days, and in the event of a failure to respect this procedure and the reasons for refusal set out above, the Client shall be deemed to have definitively accepted the products, without any reservation.

A refusal of products on delivery shall be wrongful if the Client cannot justify, at the moment of delivery, the reality of the anomalies cited compared to the order form and/or compared to the delivery note and will be likely to incur the Client’s liability.

ARTICLE 7 – TRANSFER OF RISK

Risks regarding loss or damage of the merchandise ordered, as well as liability for all damage that the products may cause, are transferred to the Client the moment the Client, or a third-party designated by the Client (other than the transporter proposed by CAESARS DIFFUSION), takes physical possession of the merchandise.

ARTICLE 8 – RESERVATION OF OWNERSHIP AND COMPENSATION

The purchased merchandise shall remain the property of CAESARS DIFFUSION until complete payment of all amounts due for the order has been received.

Until the transfer of property had occurred, the Client undertakes to take out any insurance policies “on behalf of the owner” in line with Article L. 112-1 of the Insurance Code, to cover damage and accidents likely to be caused to or by the products. In the event of damage and accidents affecting the unpaid products,

CAESARS DIFFUSION shall be substituted in the rights of the Client in respect of the insurance benefit relating to the destroyed or damaged product up to the level of the amount remaining due to CAESARS DIFFUSION.

In the event of non-payment for the products on the due date, CAESARS DIFFUSION, without losing any of its rights, may claim the products at the expense and risk of the Client. Furthermore, CAESARS DIFFUSION may immediately compile an inventory of unpaid products which the Client has in his possession. Any deposits already paid will

remain the property of CAESARS DIFFUSION as damages, without prejudice to all other damages that CAESARS DIFFUSION shall be entitled to claim through the courts.

ARTICLE 9 – PRODUCT GUARANTEES

In the event that the Client notices, after unpacking the products, that some products are missing, are different from those listed on the order (except for the Variations) or that the products are damaged, making them unfit for use (an “Order Anomaly”), the Client shall send to CAESARS DIFFUSION, by email and by recommended letter with acknowledgement of receipt, within a maximum of five (5) days following the date of delivery of the products, a very detailed report of the Order Anomaly that has been noticed and stipulate the affected products, the order number and the delivery date of

the products. Delivered products presenting Variations as above cannot be subject to this procedure.

Failing receipt by CAESARS DIFFUSION of all of these elements within the time limit indicated, the delivery of products shall be considered to comply with the order and the Client shall not be entitled to make any claim.

In the event of an Order Anomaly validated by CAESARS DIFFUSION, CAESARS DIFFUSION shall stipulate the procedure to be followed by the Client. In the event of a return, the return number provided by CAESARS DIFFUSION must be included on the packaging of the product to be returned.

Products are guaranteed by CAESARS DIFFUSION in the following conditions:

- CAESARS DIFFUSION shall refund the Client the amounts paid in exchange for the products which are the subject of the Order Anomaly validated by CAESARS DIFFUSION. This guarantee shall not, under any circumstances, cover other damages such as, in particular but without limitation, any direct or indirect prejudice, damage to image, loss of earnings, loss of clientele, loss of turnover, loss of data or loss of opportunity;

- CAESARS DIFFUSION shall not be liable to repair, replace or take back the product, or part of the product, if the fault is due, all or in part, to an accident, fault or negligence of the Client, use that does not comply with the user’s guide supplied with the product, an alteration, modification, installation or repair not carried out either by CAESARS DIFFUSION itself, or with the written authorisation of CAESARS DIFFUSION.

The parties agree that the call upon this guarantee shall not, in any event, justify the non-payment of all of the invoices issued by CAESARS DIFFUSION, including those invoices issued in respect of the products concerned by the implementation of the guarantee.

To the fullest extent permitted by law, the guarantees and remedies stipulated above are the only guarantees given by CAESARS DIFFUSION and replace all other guarantees. CAESARS DIFFUSION expressly excludes any other guarantee and does not authorise any other person to charge it for any other undertaking or guarantee of any kind regarding the distribution, sale, installation, maintenance or use of its products.

ARTICLE 10 – RETURNS PROCEDURE

No products can be returned without the prior written agreement of CAESARS DIFFUSION.

In order for the product to be taken back by CAESARS DIFFUSION, it must be returned complete, in its original packaging, with a copy of the invoice from CAESARS

DIFFUSION from the time of the sale and the return number provided by CAESARS DIFFUSION.

With the exception of anomalies on delivery or Order Anomalies, the costs of returning the product shall be borne by the Client and shall not, in any event, be at the expense of CAESARS DIFFUSION.

ARTICLE 11 - RESPONSIBILITY

This Article shall apply to all of the content, products and services made available by CAESARS DIFFUSION.

CAESARS DIFFUSION shall only be responsible for direct damages caused to the Client in the event of violation of its contractual obligations, up to the limit of the amount paid by the Client for an order and only for the products concerned.

The Client expressly accepts that CAESARS DIFFUSION shall not, in any case, be liable for loss of revenue, loss of profits, loss of opportunity, loss of clientele or damage to image caused by products sold by CAESARS DIFFUSION.

ARTICLE 12 – INTELLECTUAL PROPERTY

CAESARS DIFFUSION owns the property rights attached to its names, logos and brands. The Client guarantees that he is the owner of the copyrights, brands, logos, names and

any drawings or models relating to the products ordered and guarantees CAESARS DIFFUSION against any third party claim relating to these elements. If a dispute or disagreement arises between CAESARS DIFFUSION and a third party concerning the manufacture of products ordered by the Client and/or the fixing of the brand, name and/or logo of the Client on the products, the parties shall consult on the actions and strategies of defence to adopt and the Client shall indemnify CAESARS DIFFUSION for all costs, indemnities, charges and expenses (specifically lawyer’s fees) which CAESARS DIFFUSION shall incur due to this.

The Client expressly authorises CAESARS DIFFUSION to cite the Client among its client references and to use the Client’s brand, as well as photographs of products ordered by the Client on all communication media of CAESARS DIFFUSION, such as its website, social networks, brochures, sales presentations or catalogues, for the whole world and for the duration of legal protection for intellectual property rights.

ARTICLE 13 – APPLICABLE LAW AND JURISDICTION

The GSCs are subject to French law.

In the event of a dispute between the parties on the formation, interpretation, performance and/or termination of the contractual relationship, the Commercial Court in Paris shall have exclusive jurisdiction, notwithstanding any plurality of defendants

or any call on the guarantee, even for emergency proceedings or protective proceedings through provisional proceedings or applications.

ARTICLE 14 - VARIOUS

These GSCs constitute the entirety of the agreement between the parties relating to
the subject of this contract and all previous agreements, written or verbal, having the same purpose, are replaced by these GSCs. All of the general conditions set out in these GSCs are applicable to the fullest extent permitted by law.

If one or more of the provisions of these GSCs should be considered null, invalid, inapplicable or unenforceable under the law, a regulation or following a definitive decision of a competent court or administration, the other clauses shall retain all of their scope and effect, provided that the economic balance of these GSCs is respected.

The fact that either party is late in exercising any of its rights, or has not exercised these rights, shall not be considered to be a waiver of the exercise of these rights whether relating to a past or future event.

Furthermore, no waiver by either party to benefit from any of the provisions of these GSCs shall be effective, unless it is recorded in writing signed by the party or a duly authorised representative.