1. GENERAL TERMS
All sales of our company are governed by the below Terms and Conditions and secondarily by the use of industry and trade of paper and paperboard standards, as derived in particular from the document of the European Confederation of Industry pulp, Paper and Board. All orders without exception implies acceptance of our Terms & Conditions. Unless prior written consent from Lana Papiers Speciaux II, any condition of purchase by the buyer which is contrary to any provision of these Terms and Conditions will be unenforceable. In case of contradiction or difference between these Conditions and the Special Conditions on the front page of invoices from LANA Papiers
Speciaux II, the Special Conditions on the invoice prevail.
2. CONFIRMATION OF ORDER
The validity of orders is subject to their acceptance in writing (by letter or fax) by LANA Papiers Speciaux II. A confirmation by fax is by common consent admitted as evidence of the business transaction. Orders placed by phone commits the purchaser upon receipt of the phone call. In this case, the receipt of the goods is order confirmation.
Should LANA Papiers Speciaux II become aware of financial difficulties by the customer, or if a new customer places an unusually large order, LANA Papiers Speciaux II may, before accepting the order, require the payment of a deposit, obtaining a guarantee or full payment of the goods before delivery.
In the case of failure to obtain this deposit, guarantee, or full payment before delivery, the order will be null and void. In these cases we also reserve the right to cancel or suspend the order or any part of it without compensation. In the case of unforeseen events, whether or not they are linked to force majeure, may reduce, suspend or discontinue the manufacture and / or transport of goods or prevent the normal execution of the sale, such events could be total or partial strike, accident towards the equipment in our factories, social unrest, supply difficulties or problems in transport. In these cases LANA Papiers Speciaux II also reserve the right to cancel or suspend the order or any part of it without compensation.
3. DELIVERY – TRANSPORT COMPLAINT
Except where reception is confirmation of order, the starting point of delivery is the date of receipt of the order. Lack of specification of the mandatory nature of this period (or the date of delivery) in the acknowledgment of order, the noted delivery date is given only as an indication. No compensation can be claimed for delay in execution, except willful neglect of LANA Papiers Speciaux II. The delivery of the goods is always carried out «Ex-Works” (Incoterm 2010) regardless of the stipulation of the order or in relation to the payment of transport costs. Accordingly, all risks related to goods sold, including those resulting from a force majeure, shall be transferred to the buyer upon delivery to the carrier.
In all cases, LANA Papiers Speciaux II can perform shipping and ancillary operations on behalf of the transport agent for the buyer. It is the responsibility of the purchaser, who assumes all risks upon delivery to ensure the goods delivered are checked on arrival in relation to: condition, quantity, weight, conformity to the packing slip etc, and any issue with the carrier of these goods. The customer is in other words, required to ensure compliance of the delivery with the order.
In case of non-compliance, claims must be made in writing to our company stating in detail the non-compliance in order to be admissible. For any non-compliance claim, the customer will have to respect the following rules: (a) Non-compliance claims must be submitted to LANA Papiers Speciaux II before the use of the goods, and no later than 10 days from the date of delivery, if the goods have obvious defects; (b) Non-compliance claims must be submitted to LANA Papiers Speciaux II within four months from the date when tainted hidden defects are discovered. The Claim will not be admissible if the fraction of goods used exceeds 10% of the quantity of goods delivered (which is the absolute number that will be accepted).
After the deadlines above, the goods shall be deemed irrevocably free from defects and fully compliant with the order. When a non-compliance claim is justified and accepted by LANA Papiers Speciaux II, compensation will be limited to the value of the recognized non-compliant portion of the goods delivered – only. Other cost will not be compensated.
The buyer will communicate further information to LANA Papiers Speciaux II for any reservations it may have in relation to the goods delivered. Any order of products for which the buyer requests successive deliveries must be performed on the due date, the buyer does not have the possibility to require the suspension of deliveries or to demand a change of the originally agreed delivery dates.
4. PRICE AND PAYMENT
Our prices are excluding VAT for delivery «Ex-Works” (Incoterm 2010). Prices for transportation from LANA Papiers Speciaux II, to the designated place for delivery could be increased based on the Incoterm 2010 defined with the customers. Unless otherwise specified, the goods are invoiced at the price indicated at the date of placing the order. Invoices are payable within 30 days from date of invoice, unless prior written consent of LANA Papiers Speciaux II. Any prepayment could – based on the nature of the prepayment - result in the application of a discount net of tax in the following way: 2% discount if payment is made to LANA Papiers Speciaux II latest 10 days after the date on the invoice.
Non-payment or even partial payment, of an invoice by its due date will result in an acceleration of maturity for all claims. In addition, penalties for late payment shall apply, without prejudice to LANA Papiers Speciaux II. If LANA Papiers Speciaux II wishes, any expenses incurred in pursuing recovery of its debts – including but not limited to administrative cost, legal fees and debt collection fees - will be claimed towards the customer. Furthermore LANA Papiers Speciaux II can – if it whishes to do so - require a guarantee of payment for future deliveries, and cancel orders not yet delivered. For any business, the settlement of payments after the due date – and in compliance with the LANA Papiers Speciaux II policy – LANA Papiers Speciaux II claims, as a minimum, the sum of 40 euro as well as a late payment interest based on the European Central Banks main refinancing rate plus a margin of 10%, under paragraph 12 of the Commercial Code Article L441 -6 , the amount of which is fixed by decree n ° 2012-1115 of October 2, 2012 (Article D441 - 5 of the Code of civil enforcement procedures). Additional compensation may be claimed on evidence, when recovery costs incurred exceed the amount of liquidated damages.
5. RETENTION OF TITLE (Conditional Sale)
Sales are expressly qualified property, the conditional sale constitutes a guarantee for payment. LANA Papiers Speciaux II retains the full ownership of goods until payment of the full invoice has been received.
To facilitate the identification of goods, it is forbidden for the buyer to remove the hallmarks made by LANA Papiers Speciaux II from the goods before use. Where the identification of the goods is not feasible, and they can not be deemed goods from LANA Papiers Speciaux II, all goods in the possession of the buyer - with the same specifications and also unidentified will be seen as belonging to LANA Papiers Speciaux II.
If the goods were sold on to a third party, the seller will have to demand payment directly from their customer and ensure that any payment they receive, from their customer, will have to be redirected to LANA Papiers Speciaux II as payment for the original purchase made from LANA Papiers Speciaux II. LANA Papiers Speciaux II will at - any time and together with any legal representative that LANA Papiers Speciaux deem necessary - be allowed to enter the buildings of the customer – within normal working hours - to make needed verifications of the physical presence of the goods sold.
All risks related to the goods sold (loss, damage) including those resulting from a force majeure are transferred to the buyer upon delivery to the carrier according to the aforementioned stipulations.
LANA Papiers Speciaux II, reserves the right to cancel any order in full, should the customer not follow or respect the payment terms agreed or the LANA Papiers Speciaux II General Sales Terms and Conditions. This will require that the customer delivers all received goods back to LANA Papiers Speciaux II in the same condition as the goods were delivered. LANA Papiers Speciaux II will in turn pay back any amount received as prepayment or part payment after deducting all cost that LANA Papiers Speciaux II has incurred as part of the Cancellation.
7. INDUSTRIAL PROPERTY
In the event that the purchaser requests LANA Papiers Speciaux II to produce goods with the customer brand affixed to the goods, the customer can under no circumstances refuse delivery of the customized goods. The customer also guarantees LANA Papiers Speciaux II that it has the right to used the said brands and indemnifies LANA Papiers Speciaux II against any and all consequences of actions that may be instituted due to a model or trademark that has been used by LANA Papiers Speceaux II in order to fulfill the customer demands on goods ordered, the same is the case for any proprietary right protecting those marks. LANA Papiers Speciaux II will not carry any form of responsibility towards these claims from third parties.
8.SETTLEMENT OF DISPUTES
Any dispute relating to the sale and / or application and interpretation of these Terms and Conditions will be the exclusive jurisdiction of the courts located where LANA Papiers Speciaux II has its head quarters and is registered – which is in France. Even in case of multiple defendants or appeal warranty – the above will be effective. The applicable law is French law.