ARTICLE 1 : APPLICATION OF OUR GENERAL TERMS AND CONDITIONS OF SALE
All orders from our customers, whether sent to us directly or through our representatives, shall be registered solely upon the terms and conditions of
sale set forth hereinbelow notwithstanding any provisions in the customer's order that are in any way inconsistent with these terms and conditions,
unless we expressly agree to such provisions.
No waiver on our part, or non-enforcement or non-application of any clause or clauses here of shall in any way affect the validity of the other clauses.
ARTICLE 2 : OFFERS AND ORDERS
Our offers are valid only if accepted by return mail or within such period of time as may be specified therein.
No order shall be binding on us unless and until it has been accepted by us in writing.
ARTICLE 3 : DELIVERY
Unless otherwise agreed, our goods and their packaging are always sold ex factory. The buyer shall therefore bear all risk of loss of or damage to the
goods during transport, even where the price therefor is stipulated carriage-free.
Consequently, we warrant the quality, quantity and weight of our products only upon departure from our works, warehouses or other storage
facilities. No claim for shortfall or for patent defects shall be admissible unless notified to us immediately and confirmed to us in writing within
eight days of receipt of the goods. In addition, the buyer must take all steps to permit the goods to be surveyed, possibly jointly, by the parties, their
agents, or any other third parties appointed by them.
In the event of loss or damage or shortfall, the buyer must moreover take all action with respect to the carrier and the insurer to safeguard the rights of
the parties, including but not limited to lodging timely and sufficiently detailed claims or reserves with the shipping company and/or other carrier, in
accordance with the regulations governing the relevant mode of transport.
ARTICLE 4 : DELIVERY TIMES OR DATES
Delivery times or dates shall not be binding unless so stated in the order and agreed to by us in our acknowledgement of receipt of order.
No delay with respect to delivery times or dates shall be a ground for claiming damages or for canceling a sale.
ARTICLE 5 : LIMITATION OF WARRANTY AND CLAIMS
The buyer is required to verify, upon receipt, whether the goods delivered conform and are exempt from all patent defects, and to notify any claim to
us within eight days. No claim shall be accepted after expiry of such eight-days period.
Nor shall any claim be accepted in respect of goods that have been used, transformed or, more generally, that are no longer in the same condition as
delivered, where the claim is based on manufacturing defects that could have been discovered prior to use or transformation of the goods.
Continued use of goods shall imply acceptance thereof; it shall be the customer's responsibility to ensure, by carrying out sufficiently long tests, that
the goods are suitable for the purpose for which the customer intends to use them.
In all other cases, our liability shall be governed by the statutory provisions in force; provided, however, that in dealings with professionals our
liability shall in all events be limited, at our election, to free replacement of the goods or refund to the price paid, to the exclusion of payment of any
We shall not be liable for non-compliance with our technical recommendations, non-use of recommended products, or for non-compatibility,
acceptance and/or preparation of our supplies in accordance with trade rules and practices.
It is imperative to refer to the recommendations, instructions and documents provided by us to the customer or that may be supplied to the customer
If an order is fulfilled in several deliveries, any claim relating to any of the deliveries shall not modify the reciprocal commitments regarding the other
No return shall be accepted without our prior express agreement.
ARTICLE 6 : RETENTION OF TITLE
IT IS MUTUALLY AGREED THAT TITLE TO THE GOODS SHALL NOT PASS UNTIL THE PRICE HAS BEEN PAID IN FULL. THE BUYER
UNDERTAKES (I) TO NOTIFY US FORTHWITH OF ANY STOPPAGE OF PAYMENTS BY THE BUYER, (II) TO PREPARE OR ALLOW TO
BE PREPARED, UPON COMMENCEMENT OF THE CREDITORS' RELIEF PROCEEDINGS, A REPORT DETERMINING THAT THE
BUYER'S INVENTORIES INCLUDE UNPAID GOODS BELONGING TO US, AND (III) TO PROVIDE US WITH ALL INFORMATION
ENABLING US TO ASSERT OUR OWNERSHIP VIS-A-VIS SUB-PURCHASERS.
THE POSTPONEMENT OF PASSING OF TITLE SHALL IN NO WAY AFFECT THE TRANSFER OF RISKS.
ARTICLE 7 : FULFILLMENT OF ORDER
Differences in color or aspect cannot always be avoided (in the context of manufacturing techniques) between factory productions, on the one hand,
and between factory production and samples, on the other. Such differences cannot constitute an element for dispute or for rejecting the goods.
For special manufacturing orders, we reserve the right to deliver and invoice 10% more or 10% less than the quantities ordered. The customer should
take such technical risk into account when placing the order.3/4
Furthermore, certain manufacturing defects may be noticed on the piece and compensated for on our initiative in accordance with trade practices
("strings", or marks on the selvedge).
All equipment, machinery and/or tools specially purchased or built to fulfil orders placed by our customers shall at all times remain the property of
our company notwithstanding receipt from said customers of any advances on or contributions to start-up costs for such equipment, machinery
and/or tools. Unless otherwise agreed, such contributions shall remain vested in our company.
The making of items pursuant to designs or models or equipment provided by us cannot be entrusted to any third party without our prior
The reproduction of designs and models at the request of a customer shall be under the customer's sole responsibility, in particular as regards possible
actions based on infringement of intellectual property rights or unfair competition.
ARTICLE 8 : PRICE
Our goods are always invoiced at the price in effect as of the date of shipment - the prices being understood to mean goods verified in invoicing units
upon departure - and the payment period shall be computed from the date of shipment.
If an order is fulfilled in several deliveries, the invoices relating to each of the deliveries shall be payable as and when issued, without awaiting the
entire fulfillment of the order.
Default of payment of any such invoice or failure to accept the bill of exchange relating there to shall entitle us, without prior formal notice, to
consider the order terminated or to suspend shipments and shall automatically entail termination of all contractual relations.
ARTICLE 9 : PAYMENT
Unless otherwise agreed, our invoices are payable at our Executive and Business Management Office (in NUCOURT, France) 30 days from the end
of the month of the date of shipment of the goods.
Invoices not paid when due will bear interest at a rate equal to one and one-half percent per month , or the maximum rate permitted by law , which
ever is less. Buyer may not offset any amounts claimed from Seller against any payments due to Griffine Enduction with respect to Products sold
hereunder. Default of payment of any amount on the due date shall cause all other amounts payable by the buyer to become due forthwith.
Furthermore, any payment default shall entitle us to terminate all contracts in progress with respect to the supplies remaining to be delivered
thereunder, without any formality and without prejudice to damages. An amount shall be deemed paid when available to the seller in the seller's
country and in the currency of invoicing.
In the event that, at the buyer's request, the price is fixed and invoiced in a currency other than the seller's national currency, the buyer shall
indemnify the seller for any foreign exchange loss due to fluctuation in the exchange rate between such currency and the seller's national currency
that may have occurred between the date of fixing the sale price and the date of collecting the invoiced amount.
The buyer agrees to accept and/or withdraw the documents upon first presentation by the bank or our agents. The buyer further agrees to take all
steps for transfer of the funds by the due date, and to assume liability for delays until the funds actually arrive in the country of invoicing.
ARTICLE 10 : SOLVENCY OF BUYER
In the event of deterioration in the solvency or financial standing of the buyer, we may, at our election, cancel the order or require payment in
advance or additional security.
ARTICLE 11 : FORCE MAJEURE
War, mobilization, government decisions, strike (whether total or partial), lockout, breakage of machinery, difficulties in procuring raw materials or
power supplies, fire or any other event beyond our control, liable to prevent or reduce production or delivery, shall be assimilated to an event of force
majeure entitling us to suspend performance of our obligations or, as the case may be, terminate them.
ARTICLE 12 : CHANGE IN ECONOMIC CONDITIONS
In the event of major change in the economic conditions prevailing at the time of our acceptance of an order, such as might render fulfillment
abnormally onerous for us, we reserve the right to renegotiate the terms and conditions of the relevant order and, should agreement be impossible,
ARTICLE 13 : INDUSTRIAL PROPERTY
Any and all use by the buyer of any of our trademarks or our corporate name shall be subject to our prior written consent.
ARTICLE 14 : JURISDICTION - GOVERNING LAW
ANY AND ALL DISPUTES RELATING TO OUR CONTRACTUAL RELATIONSHIP SHALL BE DETERMINED IN ACCORDANCE WITH
FRENCH LAW EXCLUSIVELY AND THE COURTS OF PONTOISE (FRANCE) SHALL HAVE EXCLUSIVE JURISDICTION, EVEN WHERE
THERE ARE SEVERAL DEFENDANTS OR WHERE ONE OR MORE THIRD PARTIES ARE IMPLEADED.
All complaints will be well-founded and duly motivated and will be addressed directlyto the factory
within five days after receipt of the goods at the latest. Dispatch of thegoods is at the buyers risk.
The contractual execution can only be garanteed for ordinarydeviations. Goods always travel at the
risks of the purchaser, even when the shipment ismade franco.
Return of the goods will be effected free.
Dates of delivery will always be stated approximately. The mere expiration of a time ofdelivery will
not cancel the contract. Should the occasion arise, cancellation will only bepossible after a written
summons granting an ultimate reasonable time of delivery.
Our invoices are payable at Wielsbeke. Except contrary and written stipulation, ourinvoices are to
be paid 30 days after invoice date. In case of contestation, the tribunals ofKortrijk or the tribunals of
the domicile of the buyer, all on the choise of the seller, are onlycompetent.
Any amount unpaid at the date of payment takes with good reasons interestin the rate of the discount
applied by the National Bank at the moment of the issue of theinvoice on the promises and bills which
are not domiciled in bank, increased by 2 %.
All collecting and protest charges of accepted or unaccepted drafts, postal collection orders and
others fall upon the buyer. The presentation of drafts doesnot change the place of payment.
In case of partial or total non-payment of a debt at maturity without well-foundedreasons, the balance
due, after a vain summons, will be increased by 12 %, with aminimum of 50 EUR and a maximum of
1.487 EUR, even by adjudging days of race.
The execution of new orders may be refused, if the previous ones have not been paidfor. The representatives
are not authorised to collect money. Orders booked by them areonly binding upon us after
If the buyer is allowed to pay by accepted bills, the total amount becomes due in full, as soon as one
of the acceptances has returned unpaid.
When the seller doesn’t fulfill the engagements, the sale will legaly and withoutnotification be cancelled.
The manifestation of the bill by registered letter will therefor besufficient.
When only one invoice is unpaid at the date of payment, the amount due for all the other invoices,
even not due, shall be claimable with good reason.
When the credit of the buyer is deteriorating we consider that we have the right, even after partial
dispatch of the goods, to require from the buyer the guarantees that we think proper for a good fulfilment
of the entered engagements. When the buyer gives us not satisfaction concerning this point,
we have the right to cancel all or a part of the order.
The title in the goods shall pass to the buyer only when payment in full has beenreceived by the seller
for all goods whatsoever supplied (and all services rendered) at anytime by the seller to the buyer.
The buyer shall permit the servants or agents of the sellerto enter on to the buyer’s premises and
repossess the goods at any time prior thereto.
Aslong as payment has not been effected the buyer cannot sell, pledge or offer goods asguarantee
or collateral security. Should the goods (or any of them) be converted into anew product; whether or
not such conversion involves the admixture of any other goodsor thing whatsoever and in whatever
proportions, the conversion shall be deemed to havebeen effected on behalf of the seller and the
seller shall have the full legal and beneficialownership of the new products, but without accepting
any liability whatsoever in respect of
such converted goods in relation to any third party, and the buyer hereby indemnifies theseller in
relation thereto. In the case of non-payment at the due date and upon demand, thebuyer must return
forthwith to the seller all merchandise unpaid for.