IMPEX TERMS AND CONDITIONS OF SALE
Applicable as of January 1, 2026
1 – Conclusion of a sale
These General Terms and Conditions of Sale (hereafter, the “GTCs”) are applicable to all IMPEX products and business clientele (hereafter, the “Client(s)”), to the exclusion of any individual consumers. Any product order, regardless of origin, implies the unreserved acceptance of these GTCs, which override any clause(s) to the contrary that may be included in the Client’s purchasing conditions, agreements, documents or correspondence, save with the express prior written approval of IMPEX. The GTCs were established in accordance with the principle of transparency that defines the relationship between IMPEX and the Clients. Pursuant to Article L. 441-1 of the French Commercial Code, they form the sole basis of the negotiations between the parties and the framework for the business relationship. The GTCs are communicated to any buyer requesting them, so they can place an order with IMPEX, as well as to any distributor, prior to the conclusion of the single agreement referenced in Article L. 441-3 of the Commercial Code, within the legal time limit. IMPEX reserves the right to depart from certain clauses set out herein, based on negotiations with the Client, by defining Specific Terms and Conditions of Sale for said Client.
The Client undertakes to negotiate any annual agreements that may be entered into between the parties in good faith and not to automatically dismiss the GTCs in favour of its own General Terms and Conditions of Sale.
It is expressly understood that IMPEX is not obliged to accept any purchasing conditions or requests from the Client, particularly if they should prove to be excessive or exorbitant in relation to the GTCs.
2 – Orders
2.1 – The information and pricing provided in the catalogues and prospectuses are provided by IMPEX for informational purposes only. IMPEX reserves the right to make changes to the products and/or their prices, at any time. When determining agreed upon prices for an annual agreement, IMPEX shall provide the Client with all of the factors that justify any requested price increases. The Client must issue a response within two (2) months. Without proof of the Client’s refusal of the price increase, the new price shall be applied no later than two (2) months following the request.
2.2 – All orders must be communicated to IMPEX by letter, EDI, or email.
Orders shall only be considered as accepted within the limits of the available inventory.
2.3 – If a Client places an order without having paid for any previous orders, IMPEX reserves the right to refuse to honour the new order or deliver the goods in question. In this instance, the Client shall not be entitled to claim any compensation whatsoever, on any grounds whatsoever. In any event, IMPEX reserves the right to suspend order fulfilment if a financial risk, or any other circumstance that could have an impact on delivery, should arise with regard to the Client. The acceptance of an order may be subject to the provision of guarantees by the Client, particularly in the event of incapacity, dissolution or modification of the company, mortgage securities on buildings or collateralization of the Client’s business, or it may depend on accounting documentation provided by the Client, specifically including its income statements, even if only estimates, that would enable IMPEX to assess the Client’s solvency.
2.4 – Any modifications or cancellations to orders by the Client will only be applied if submitted to IMPEX, in writing, before the start of order preparation and subject to IMPEX’s prior written agreement.
Any subsequent modifications to an order may:
3 – Prices - Products
3.1 – Prices
The products are sold at the price in effect at the time the order is placed, as listed on IMPEX’s permanent price list, or at the promotional prices negotiated with IMPEX’s Sales Department at the time the order was placed. The commitments made by IMPEX’s representatives shall only be valid with the written acceptance of the IMPEX Sales Department.
The applicable price shall only be valid for a quantity that corresponds to the packaging of a single item as indicated in the IMPEX general catalogue. For any prices specified by quantity, any orders placed for a lesser quantity, if accepted by IMPEX, will result in modification of the indicated pricing.
3.2 – Products
With the exception of private label products, IMPEX reserves the option to stop marketing any products offered to the Client on the price list or in the commercial documents and/or to make any modifications to the products for purposes of technical or aesthetic development that it may deem to be appropriate, and that will have no impact either on their quality or pricing, after having first informed any Clients with a pending order or ongoing promotional campaign, providing eight (8) weeks’ notice and without any obligation for IMPEX to make the same modifications to products already delivered or awaiting delivery and without entitling the Clients to the payment of any damages, including in the event of non-compliance with the aforementioned notice period.
All IMPEX products shall comply with regulations applicable in France at the time the order is placed.
3.3 – Promotional campaigns under “New Promotional Tools” contracts, per agreement
In the event the Client grants a price reduction or other promotional benefits to the end customer on behalf of IMPEX, a delegation agreement shall be concluded, in writing, prior to the start of the activities concerned. In order for IMPEX to be able to reimburse the Client for the costs incurred in accordance with the mandate, the latter undertakes to provide the accounting for each sales promotion, within six (6) months following said operation, stating the following information:
In addition, IMPEX may ask the Client to communicate the cash receipts for a sample set of stores in which the promotional activity took place, upon request.
4 – Payment terms
All invoices are payable, using any payment method, 60 days from the date on which the invoice was issued. IMPEX shall not grant any discounts for early payments.
With regard to summary or periodic invoices, they shall be payable net forty-five (45) days from their date of issue.
In the event of a full or partial late payment, late fees shall be applied as of the 1st day following the due date, calculated by applying a rate equal to three (3) times the legal interest rate in force to the outstanding amounts for a period equal to the number of days late between the due date indicated on the invoice and the date of receipt of the corresponding payment. These fees will be invoiced to the Client or offset against any amounts owed to the Client. By no means shall these provisions be considered as implying an extension of the payment period.
Furthermore, a flat amount of forty euros (€40) per unpaid invoice shall be payable as compensation for collections costs. IMPEX reserves the right to request additional compensation upon justification.
For instalment payments, non-payment of any one instalment shall give rise to the entirety of the remaining debt becoming payable immediately and in full. IMPEX reserves the right to demand the immediate payment of all such remaining instalments and to suspend any delivery until receipt of payment in full of all outstanding invoices or to terminate any open orders, without prejudice to the exercise of any legal remedy.
It is expressly stipulated that, in this instance, flat-rate compensation of fifteen (15) % of the outstanding amount shall be applied to these outstanding amounts, as a penalty clause, without prejudice to any interest, expenses and fees that may be incurred due to litigation.
In any case, should the Client’s credit deteriorate or if its financial situation poses a risk to the collection of IMPEX’s receivables, the order was placed by a Client that has not fulfilled all of its obligations resulting from prior business, or in the event that the Client should exceed the outstanding amounts covered by insurance, IMPEX reserves the right to demand cash payment prior to delivery or to require any payment guarantees that it may deem necessary. IMPEX will also have the ability to demand that the Client send its accounting documentation, namely including its income statements, even if only estimated, that would enable IMPEX to assess the Client’s solvency. If the Client fails to provide such guarantees, for any reason whatsoever, IMPEX reserves the right not to deliver the orders and/or to terminate any open orders.
5 – Shipping
5.1 – The products are delivered carriage-free for any single order greater than six hundred euros (€600), all products combined, shipped to a single location in France.
For “batch” deliveries to warehouses, the minimum order amount per store is three hundred and fifty euros (€350), before tax.
5.2 – Risk transfer
In the event of an ex-works sale, all risks shall be transferred prior to loading at the place where the carrier selected by the Client receives goods.
When shipping carriage-free:
5.3 – Delivery terms
In the event of a partial delivery, each delivery shall be considered as a complete business transaction. A proportional payment must be made for each partial delivery.
5.4 – Delivery periods
The standard delivery period for France is five (5) working days from the date the order is accepted. The delivery time of eight (8) working days is provided only as a guideline, as it is dependent on carrier availability and, in particular, the order in which the Client’s orders are received. Only delivery periods listed in an order’s acceptance shall be considered to be firm. Consequently, if not confirmed by IMPEX, all lead times shall still just be guidelines, until such time as a delivery appointment is scheduled between the Client and IMPEX. Therefore, they are not enforceable against IMPEX before this date.
Depending on the request, IMPEX may not be able to deliver the entire order, if it does not have sufficient quantities. In such situations, IMPEX reserves the right to allocate the shipments between the different Clients, after having first informed the Clients in question. In the case of highly seasonal products and items subject to a distributor promotion, and given the duration of IMPEX’s supply of these products, firm orders must be received by IMPEX six (6) months before the desired delivery date. If this timeframe is not met, no penalties shall be applicable to IMPEX.
Late deliveries can only be calculated in reference to a delivery date and may not be compared to a delivery time under any circumstances. The Client may not invoke a shorter delivery lead time than the timeframe set out above as grounds for claiming a late delivery. In the event of a late delivery, the Client and IMPEX will come together, in good faith, to identify a fair and swift resolution of the delay.
No penalties, of any nature whatsoever, and in particular, no predefined penalties that may be set out in the Client’s commercial documents shall be accepted by IMPEX, unless an agreement on the subject has been negotiated, with IMPEX having provided its specific, prior written approval, regardless of the grounds for the penalty. Under no circumstances can IMPEX be subject to logistics penalties for late deliveries or delivery of products that do not conform with the order unless the penalty rate and terms have been agreed to in advance with a written agreement signed by IMPEX. In any event, the penalty must be proportional to the harm suffered by the Client, be only a percentage of the purchase price of the undelivered products, and can not exceed five percent (5%) of the purchase price of the undelivered products.
Clients who intend to demand application of logistics penalties must send IMPEX a detailed written summary of the complaints, accompanied by any relevant supporting evidence and a breakdown of the calculation and amount of the penalty being considered. IMPEX must be able to verify the truth of the corresponding complaint and the direct and material damage suffered by the Client, which the latter must justify. To this end, IMPEX must have sufficient time, at least one (1) month, so that it can review the Client’s complaints.
No penalty can be applied when circumstances beyond IMPEX’s control have disrupted some or all deliveries, such as during a health crisis, blockage of industrial sites or storage warehouses or transportation routes, lack of raw materials, inability to operate the business under normal conditions, lack of materials necessary for manufacturing or the inability to deliver or have goods delivered. In the case of a force majeure event, no logistics penalty may be levied.
The Client shall not unilaterally deduct any penalties or rebates from invoices produced by IMPEX, on the grounds of late delivery, non-compliance of the goods, if the debt is not certain, liquid and payable; unless there is prior, explicit, written agreement between the parties to that effect. No late delivery or delivery of products that do not comply with the order shall authorise the Client to revise or modify the price or the payments on the agreed upon deadlines or declare current invoices to be due immediately or result in cancellation of current orders or refusal of products.
5.5 – Shipping conditions
The Client’s unreserved acceptance of delivery of the ordered products covers all apparent defects and/or missing items. In the event of any damage, delays or missing items, it shall be the recipient’s responsibility to register those complaints and the usual reservations with the carrier, on the receiving document, which the receiver must date and sign, and have counter-signed by the carrier or its driver, and then send confirmation thereof by registered letter within three (3) days, excluding public holidays, in accordance with the provisions of Article L. 133-3 of the Commercial Code.
A duplicate must be sent to IMPEX’s offices.
It is the Client’s responsibility to provide all supporting evidence of defects or missing items.
The Client’s failure to comply with these rules shall, as a result of the Client’s own negligence, make it impossible for IMPEX to initiate any action against the carrier and, consequently, IMPEX shall have no obligation to offer compensation to the Client.
5.6 – Returns – Consequences
Product returns are only authorized if they have been previously accepted by IMPEX and must be sent with shipping and handling paid to IMPEX in the original new condition and without having been altered in any way. The costs and risks of return shall always be assumed by the Client.
In any event, in accordance with common law, a Client complaint concerning some or all of the products, on any grounds whatsoever, shall not, by any means, authorize the Client to take its own measures to seek justice or to withhold payment on any invoice, whether or not related to the dispute, unless IMPEX has explicitly acknowledged the validity of the complaint, in writing. A Client complaint shall not suspend the Client’s payment for the goods in question.
The Client may not refuse or return products without IMPEX being able to verify the accuracy of the Client’s grievance.
Under no circumstances may the Client claim a deduction on an invoice for a return it made until such time as IMPEX has confirmed and approved that return.
The following items cannot be returned: non-catalogue items that are the subject of custom production or special orders, automobile batteries, private label products, or promotional products (the return of the latter requiring the prior approval of the Sales Department). In the event of defects acknowledged by IMPEX, the aforementioned products may be returned to IMPEX, but only with IMPEX’s prior written approval.
As concerns any returns for refurbishment that IMPEX may have accepted, only new items may be refurbished. Damaged or incomplete items cannot be exchanged or refurbished, and shall automatically be deducted from the price invoiced to the Client.
All product returns accepted by IMPEX shall give rise to a credit note for the Client, after qualitative and quantitative inspection of the products returned, with a 30% discount on the sales price. In the event of an apparent defect or non-compliance in the delivered products, the Client may be reimbursed for the products in question, to the exclusion of any other compensation or damages.
5.7 – Breakdown in supplies attributable to the Client
As a reminder, pursuant to common law, any in-store stock outage that can be directly or indirectly attributed to the Client, its services, its organization, its information system, or any change by the Client to the scope of a defined collection, shall not give rise to the application of any penalties whatsoever.
Any changes to the organization of logistics and/or delivery flows and/or the place and time of delivery, as requested by the Client, shall only be enforceable against IMPEX if the latter was notified thereof, in advance, by registered letter with return receipt and if approved by IMPEX at least eight (8) weeks prior to its actual application. The organization of logistics is fundamental to the relationship between IMPEX and its Clients. If a Client fails to adhere to the notification procedures described above, no logistics penalties shall be applicable to IMPEX.
5.8 – Direct deliveries to consumers, as per agreement
IMPEX offers a direct delivery service to consumers and end customers who have purchased its products on a Client’s e-commerce website. A written agreement must be specifically concluded between IMPEX and the Client for this purpose. This custom service shall be remunerated according to the conditions defined in the service agreement.
In addition to delivery to the end customer’s home address, IMPEX provides continuous updates on order processing, via the Client’s e-commerce site.
Given the administrative costs incurred by IMPEX, specifically with regard to the absence of a minimum order amount, any order placed by an end customer on the Client’s e-commerce site, and for which processing and delivery are carried out by IMPEX, shall give rise to invoicing for a minimum processing charge of €3.50, before tax, per order.
5.9 – Withdrawals – Recalls
In the event that a product is withdrawn from the market or recalled, the Client undertakes to cooperate with IMPEX in order to ensure limit the associated risks and any damages, as far as possible. In the event of a product withdrawal or recall, IMPEX shall not owe any amount to the Client if it is proven, in the end, that the products that are the subject of that procedure, do not actually present any defects or non-compliance issues.
6 – Retention of Title
IMPEX shall retain ownership of all delivered goods until payment in full has been received. The following shall not be considered as payment under this provision: a bill of exchange or other instrument creating an obligation to pay, as such payments are only effective upon receipt of the amounts recorded on IMPEX’s accounts.
During the title retention period, with the risks having been transferred under the conditions set out in Article 5.2 above, the Client shall, as the custodian, insure the goods against any risk of damage or liability and, in particular, shall purchase product liability insurance. The Client pledges to allow identification of and claims on the delivered goods, at any time. By express agreement, the goods in stock at the Client’s site are considered to be those associated with any outstanding invoices.
The Client, which is authorized to resell the delivered goods as part of its standard business practices, must immediately inform IMPEX of the seizure, in favour of a third party, of any delivered goods that are covered by this title retention clause.
The Client also may not pledge or assign ownership of the goods as collateral. In the event of a resale, it shall transfer to IMPEX any debt that it holds with the sub-purchasers, up to the amount it owes. In the event of full or partial non-payment by the agreed due date, and fifteen (15) days after formal notice sent by registered letter has gone unanswered, in whole or in part, IMPEX reserves the right to either continue to fulfil the sale or reclaim the goods. In the latter case, the goods must be made immediately available to IMPEX, unless the latter requests their return at the risk and expense of the purchaser. This claim may be made using any means (registered letter, email, bailiff’s writ, stock-taking in the presence of both parties, etc.), at the Client’s risk and expense. The goods’ return to IMPEX shall not constitute termination of the sales contract.
All amounts already paid by the Client (particularly any advance payments) shall remain the property of IMPEX, as initial damages and subject to any others that may be claimed. The above provisions shall not preclude the Client from transferring the risk of loss or damage to the products, as set out in Article 5.2 above.
7 – Commercial warranty
IMPEX offers commercial warranties limited to those granted by the manufacturers.
No actions taken under a commercial warranty shall result in an extension of the coverage period.
Commercial warranties may only be invoked once IMPEX has been able to verify the defect or the non-compliance issue resulting in invocation of the warranty. The warranty may not be invoked without IMPEX’s prior written approval.
Under the warranty, the only obligation incumbent on IMPEX is reimbursement or repair, at IMPEX’s discretion. All shipping costs shall be assumed by IMPEX.
The warranty excludes any damage resulting from a force majeure event, ordinary wear and tear, or inappropriate use, as well as any damage due to accidents, negligence, repairs made by the Client or by a third party, or resulting from storage conditions that are incompatible with the nature of the products, or if the implementation conditions appearing in the installation and user manual have not been followed.
Any claim against a product’s commercial warranty must be made in writing and sent during the given commercial warranty period and counted from the product’s purchase date, proof of which is established with a sales receipt. The warranty claim must specifically define, in writing, the defects at issue. Returns are only authorized if IMPEX has accepted them in advance. In that case, they must be sent with shipping and handling paid, in the original factory condition and without having been altered in any way.
8 – Liability
In accordance with the provisions of Article 1245-14 of the French Civil Code, IMPEX declines all liability for any damage caused to items that are not primarily used by the Client for the latter’s personal use or private consumption.
IMPEX may only be held liable if the Client proves direct material or personal injury caused by a fault attributable to IMPEX. IMPEX shall not be held liable for any immaterial damage, such as loss of customers, loss of sales, loss of profit margin or damage to the Client’s image. IMPEX’s full responsibility regarding any ‘failure, negligence or fault at the time the contractual commitments are fulfilled will be limited under all circumstances to a cap of half the pre-tax amount that IMPEX actually receives from the Client over the calendar year in which the injury occurred.
In the event that a third party should request exorbitant and/or special pricing conditions from IMPEX, due to the Client’s practice of selling the products at a loss, IMPEX shall be forced to send the Client formal notice to cease and desist in this practice. If the Client fails to comply, IMPEX shall be obliged to suspend its deliveries to any Clients that fail to adhere to the applicable regulations and, in particular, any that resell as-is products at prices lower than their actual purchase prices, without prejudice to IMPEX’s right to legal recourse.
10 – Special agreements
10.1 – Special Terms and Conditions of Sale
Any special terms and conditions of sale that may be negotiated between the parties shall, if applicable, be set out in the single agreement, as defined by Article L. 441-3 of the Commercial Code.
The GTCs, including the pricing conditions communicable to Clients, which are not expressly modified or repealed in a special agreement, shall be fully applicable to the business relationship.
10.2 – Services
IMPEX may conclude service agreements with its Clients, as defined by Article L. 441-3 of the Commercial Code, with its Clients, based on the fulfilment of services by the Client for the products’ promotion to consumers or other professionals. To that end, note that the performance of such services by the Client must be stipulated, if applicable, in the single agreement, as per the terms and conditions set out in Article L. 441-3 of the Commercial Code and give rise to invoices that comply with the provisions of Article L. 441-9 of that same code and that specifically refer to the services rendered and the start and end dates of the services in question.
Unless otherwise agreed between the parties, invoices for these services are paid using any methods set forth in the payment are to be paid, by any means, within the payment terms set forth in Article 4 of these General Terms and Conditions of Sale. They shall not result in any compensation of any kind with respect to IMPEX’s invoices for the sale of goods.
10.3 – Lending of sales equipment (excluding Terminals)
IMPEX develops presentation equipment that is specifically tailored to the sale of certain products in its collection, and has that equipment manufactured and purchased on its own behalf. In addition to its tangible value, this equipment has a significant research and development value. It adds a touch of originality to IMPEX’s product portfolio and a distinct, appreciable competitive advantage that enables significant growth in sales of IMPEX products.
IMPEX provides this sales equipment to its Clients, free of charge, on the strict condition that it is used solely for in-store sales of the products supplied by IMPEX, for which it was specifically designed, to the exclusion of any other products. Use of the equipment for products other than those supplied by IMPEX shall result in the immediate termination of the lending agreement, without notice.
This equipment is the property of IMPEX. It is non-transferrable and may not be seized. It may not be used as a security to the Client’s creditors, including in the event of bankruptcy or court-supervised liquidation proceedings. The Client must ensure that the equipment is maintained in good condition and shall be responsible for damage, of any kind, that may occur to or be caused by the equipment. Consequently, the Client must take out any relevant insurance, to that end.
Since this concerns a loan for the use of equipment governed by Articles 1875 and following of the Civil Code, unless otherwise provided for by a specific term with the Client, IMPEX may recover the equipment at any time, by giving the Client eight (8) days’ notice. In any case, IMPEX reserves the right to recover the equipment without prior notice if it should cease to supply the products in question, for any reason whatsoever.
If the Client has expressed a desire to retain the equipment, even in the absence of the products usually supplied by IMPEX, the latter will invoice the Client for that equipment, at the price indicated on the current price list, net of any discounts.
11 – Interactive terminals, by agreement
IMPEX owns interactive terminals that provide product information to consumers. These terminals may be sold or rented to the Client, under the terms and conditions which shall be set forth in a specific contract to that effect.
12 – Intellectual property rights
The Client undertakes to respect all of IMPEX’s intellectual property rights and those for which IMPEX has a user and/or operating license, of which the Client declares that it is fully aware. The Client shall not reproduce or authorize the reproduction, in whole or in part, of the brand names, designs and models, or any other intellectual or industrial property right held by IMPEX or for which it has user and/or operating rights, or to communicate any information, of any nature whatsoever, to third parties that would enable the full or partial replication of those rights.
The Client undertakes not to disclose any information related to IMPEX’s know-how.
The Client also undertakes not to alter the images of IMPEX’s products and undertakes to apply the latest graphic charter for the products, which IMPEX will provide, on request.
The Client undertakes not to cause any damage to any of IMPEX’s distinguishing marks that are not protected by an intellectual property right.
13 – Force majeure
IMPEX shall be released from its obligations for any event beyond its control, which impedes or delays the delivery of the products and which is contractually defined as a force majeure event.
This shall be the case, in particular, if events occur at IMPEX’s or its sub-contractors’ sites, such as a lock-out, strike, epidemic, embargo, accident, disruption or delay of transportation, inability to obtain supplies, defective raw materials, significant changes to the political situation in the country where the Client is located, or any other event outside IMPEX’s control that results in full or partial layoffs by IMPEX or its own suppliers.
14- Personal data protection
The Client and IMPEX undertake to comply with personal data regulations, namely those ensuing from Regulation (EU) 2016/679 of April 27, 2016, on the protection of natural persons with regard to the processing of personal data (the “GDPR”) and French Law 78-17 of January 6, 1978, on computer processing, files and liberties and its implementing decree no. 2019-536 of May 29, 2019.
In the context of fulfilling the agreement, the Parties may specifically have reciprocal access to the personal data of identified natural persons, such as the other party’s professional contacts, including first and last name, position, email, phone, and professional address. Each party acknowledges that they have been informed of the likelihood of these data being incorporated in the other party’s contact files. Only personal data that are essential to fulfilment of the contract and/or an order placed between the Client and IMPEX will be communicated. They shall not be used for any purposes not related to an order or the contract. They will only be transmitted to the Client’s employees with a need to know, for the purpose of fulfilling the order and/or the contract.
Any dissemination of these personal data to a third party is strictly prohibited. Likewise, the Client may not transfer these personal data outside the European Union. The Client must notify IMPEX of any security breaches that might involve the personal data entrusted to it. In this way, the entrusted personal data will be subject to the strictest confidentiality and may not be disclosed for any reason whatsoever, even after order fulfilment and/or the end of the contract between the Client and IMPEX. They must be destroyed after completion of the order and/or the end of the contract between the Client and IMPEX, pursuant to the aforementioned regulation.
15 – The Fight Against Corruption
Each party warrants and undertakes to comply with regulations on the fight against corruption, specifically SAPIN 2 Law no. 2016-1691 of December 9, 2016, insofar as they are affected by it. No offer, gift or payment, consideration or benefit of any kind will be made to anyone who, either directly or indirectly, as an inducement or in return for the award or execution of a contract, or more broadly, in order to obtain or retain business or obtain undue advantage, specifically including employees or representatives of the Parties as well as their friends and family. Courtesy gifts such as business meetings, entertainment and modest, non-monetary gifts may only be offered and accepted if the are reasonable and reflect usual business practices recognized as normal. However, they may not, under any circumstances, give rise to a conflict of interest, influence or give the appearance of influence, on business decisions made by the other party or its representatives. Cash, shares or securities of any kind likely to be repaid in cash, may not be offered or accepted. The Parties shall ensure that their affiliated companies, directors, administrators, executives, advisers, representatives, employees, officers and agents comply with the provisions of this article. Each party must report any other undue advantage either requested or received, financial or otherwise, of any type whatsoever, as soon as possible.
16 – Miscellaneous provisions
16.2 – Furthermore, the d-listing of any IMPEX products during the year, whether in full or in part, and for any reason whatsoever, shall automatically give rise to the termination of any current service agreements and the cessation of IMPEX’s payment of any advances that were scheduled as remuneration for said services. Any services already rendered shall be paid on a pro-rated basis.
16.3 – If IMPEX fails to fulfil any of its obligations toward the Client, this shall not result in the immediate cessation of all business relations, such as the termination of any open orders and/or the cancellation of sales for products already delivered to the Client.
16.4 – Should IMPEX choose not to enforce any of the clauses of the General Terms and Conditions of Sale set out herein, at a given time, this shall not be interpreted as a waiver of its right to do so at a later date.
16.5 – As the Client is a professional, making purchases within the context of and for the purposes of its profession, the cooling-off period stipulated in the French Consumer Code does not apply.
16.6 – In the event of a serious breach of the other party in the fulfilment of any of its obligations under the agreement, each party will be able to lawfully terminate the agreement, by registered letter with return receipt, thirty (30) days after a notice has remained unfruitful, and without prejudice to any compensation that it might claim as damages.
16.7 – The Parties are independent businesses, without any interference in the management of the other’s business, and economically independent. The agreement does not establish any affectio societatis and does not contain any kind of company or association, or any intention to form one.
16.8 – For the interpretation of the General Terms and Conditions of Sale, the contents of the clauses shall prevail over their titles.
17 – Assignment of Jurisdiction – Applicable law
17.1 – Assignment of Jurisdiction
By express agreement, exclusive jurisdiction for any and all disputes that may arise between the parties during their business relationship stemming from these GTCs is hereby assigned to the Lyon Commercial Court (Department 69 – Rhone, France), regardless of the delivery location or the means of payment accepted, including in the event of the introduction of third parties or multiple defendants, and regardless of the procedural arrangements for the legal action undertaken.
17.2 – Applicable law and language
All relations with the Client shall be governed by French law. If these General Terms and Conditions of Sale are translated out of French into other languages, the French version alone shall apply in the event of a dispute.
18 – Effective date
These General Terms and Conditions of Sale cancel and replace any other previous general terms and conditions that may appear in IMPEX’s documents or that may have been agreed upon by any other means.
End of document.
