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MERCURY SAS GENERAL TERMS OF SALE

GENERAL

These General Terms of Sale (henceforth referred to as GTS) apply to all sales of goods completed by the company MERCURY SAS. All orders imply the acceptance without reserve by the Customer of these GTS which prevail over any other conditions, except those specifically accepted by MERCURY SAS.
The non-application by MERCURY SAS, even on a recurrent basis, of certain provisions included in these GTS shall not represent the abandonment of these provisions nor oblige MERCURY SAS to continue to do so. Should a provision of these GTS be cancelled, the remainder of the GTS shall remain valid.
In case of contradiction between the versions in different languages or errors or omissions in the translation of the general terms of sale, the French language prevails over the other languages used.

ORDERS

The sale is only considered concluded and undertakings made in their name by their agents only become valid following acceptance by MERCURY SAS of the Customer’s order. This is confirmed by issuing an order confirmation or the actual delivery of the products ordered. The orders placed by the Customer represent firm and irrevocable undertakings on their part.
The Customer buys for their own use and for retail sale and may not sell the goods on to another professional without MERCURY SAS’s permission.
MERCURY SAS reserves the right to cancel a Customer’s ongoing orders in case of problems with payment, the non-observance of earlier undertakings or risk of damage to the brand image of MERCURY SAS’s products. 

PRICES

In the absence of a specific agreement on prices, the MERCURY SAS prices in effect on the date of the order shall be applied.
Except in the case of provisions to the contrary, the prices are given in euros, excluding VAT and other taxes, customs duties and delivery costs, which are all to be paid by the Customer.
The price includes all the costs to be paid by MERCURY SAS. Consequently, should MERCURY SAS have to bear costs which should in fact be paid by the Customer (for example, transport or insurance costs in the case of EXW or FCA sales), these expenses cannot be considered as being included in the price and must be repaid to MERCURY SAS by the Customer.
MERCURY SAS reserves the right to cancel any order or remainder of an order in a currency other than the Euro in the case of variation detrimental to MERCURY SAS of more than 5% of the exchange rate of this currency against the euro compared to the rate on the day on which the order was placed.
MERCURY SAS reserves the right to cancel any order for which they are obliged to pay the customs duties in case of variation detrimental to MERCURY SAS of more than 5 base points of the customs duties’ rates compared to the rate on the day on which the order was placed.

DELIVERY

The delivery deadline is provided for information purposes and does not represent an undertaking on MERCURY SAS’s part. The overrunning of this deadline does not grant the right to any reduction or compensation nor authorise the Customer to refuse the delivery or cancel their ongoing orders.
Whatever the case, any delivery may be suspended should the Customer not be up to date with all their obligations to MERCURY SAS.
Except in the case of provisions to the contrary, the deliveries shall be made “Ex Works” (Incoterms 2000: EXW) on MERCURY SAS’s storage premises.
Whatever the case, the Customer is liable for the goods sold and the related risks which are transferred to them on the goods leaving our shops or warehouses; they undertake to ensure that on leaving they are guaranteed by insurance covering the risks of loss, theft and destruction.
The goods are always transported at the risk of the Customer, even when the price includes transport and insurance, or when MERCURY SAS advances these costs.
On delivery, the Customer must check the conformity (number of packages, quantities, models) of the products delivered in relation to the products ordered as well as their condition. If no precise and detailed exceptions are reported by the Customer on the transporter’s form on the day on which the products are received, these products may no longer be taken back or exchanged. Furthermore, to be taken into account, any claim must be confirmed in the 5 days following the delivery by registered letter with acknowledgement of receipt.
In case of minor differences between the products ordered and those delivered, those delivered shall be deemed to conform.
Under no circumstances may the Customer refuse the delivery of the goods and no returns shall be made without MERCURY SAS’s prior approval.

FORCE MAJEURE

The following acts of God or cases of force majeure shall entail the suspension of MERCURY SAS’s obligations: total or partial strikes disrupting the correct running of our company or that of our suppliers, sub-contractors or transporters, as well as the interruption of transport, energy supplies, raw materials or spare parts.

PAYMENT

Except in the case of other terms and conditions specifically provided for in the specific conditions, the sale price is payable in cash by bank transfer on receiving the invoice. No deduction is granted for paying in cash. Under no circumstances may the payments owed to MERCURY SAS be suspended nor be reduced or compensated in any way without written approval from MERCURY SAS.
Any payment made to MERCURY SAS is applied to the sums due, whatever the reason, starting with those have been payable the longest.
In case of failure to pay by the due date, MERCURY SAS may cancel the sale ipso jure, 8 days after the serving of notice without a satisfactory response, without prejudice to any damages and interest which may be requested by MERCURY SAS.
Any orders cancelled by the Customer or because of a failure on their part entails the retention by MERCURY SAS of the down-payments or credit notes received as partial compensation.
In case of failure to pay by the due date, interest, payable by the Customer, shall be applied to the sums owed at one-and-a-half times the legal rate in France, as of the serving of notice by MERCURY SAS.
Should the parties have agreed on payment by documentary credit, the Customer must, except in the case of provisions to the contrary, ensure that a reputable bank issues a documentary credit in favour of MERCURY SAS, in accordance with the Uniform Customs and Practice for Documentary Credits published by the Chamber of Commerce and Industry of which notice should be served at least 30 days before the agreed delivery date or at least 30 days before the start of the agreed delivery window. The documentary credit must be payable on presentation and allow partial release and transhipment.
MERCURY SAS reserves the right to call on factoring or other debt transfer companies. In this case, to allow full discharge, the payment must be made to the assignee following the instructions issued by MERCURY SAS.

RESERVATION OF OWNERSHIP

MERCURY SAS reserves ownership of the goods sold until the full payment of the main price plus interest : NB cheques and bills of exchange are only considered as payments following actual receipt of the funds themselves. In case of failure to pay by the agreed due date, MERCURY SAS may take back the goods and the sale shall be cancelled ipso jure should they so wish. The down-payments already made shall remain the property of MERCURY SAS as partial compensation. These provisions do not prevent the transfer to the Customer of the risks for the products sold, on their leaving our shops. Our right to claim applies not only to the goods but also their price should they have already been sold on.

APPLICABLE LAW – COMPETENT JURISDICTION

For any contentious matters relating to sales completed by MERCURY SAS and the application or interpretation of these GTS, the only court with jurisdiction shall be the Commercial Court in Paris. All sales completed by MERCURY SAS are subject to French law.