General Terms of Sale

Definitions

In this document the following words shall have the following meanings:

"Buyer" means the organisation or person who buys Goods;
"Goods" means the articles to be supplied to the Buyer by the Seller;
"Seller" means Voga Marine, SAS 177 Montée Batterie de la Montagne - ZI Camp Laurent - 83500 La Seyne - France,
SIRET 891 938 433

1. General

These General Terms of Sale (GTS) shall apply to sales of Goods by the Seller to the Buyer.

According to the current French legislation, the present General Terms of Sale (GTS) are the sole basis for commercial negotiation with our Buyers. If there is no written agreement, any order received implies the unconditional acceptance of our general conditions of sale, despite any stipulations to the contrary that may appear in the Buyer’s order forms.
The fact that the Seller does not refer at any given time to one or several provisions of the general conditions of sale cannot be construed as a renunciation and the Seller remains at all times free to demand their strict application.

2. Price

The price is expressed in euros, all taxes included (VAT and other taxes may apply), unless stipulated otherwise. The price is exclusive of processing and delivery fees.

For sales outside of France, the transfer of costs and risks will take place according to the Incoterm referred in the offer, latest version of the ICC in effect at the time the offer is established.

For our operations with foreign countries, our term of payment will be the same.
Seller retains the right to modify the prices of its Goods at any time; however, the Good will be charged according to the applicable prices at the time the order is confirmed by the Buyer.

3. Discounts

The prices are final, they include any discounts that the Seller may apply.

No discount will be granted in the case of an early payment.

4. Payment and Delay Terms

Unless stipulated otherwise in our order confirmations, our Goods are payable in euro by bank transfer or cash upon receipt of the Goods. The Buyer will only be relieved of its obligations upon receipt of the payment by our bank.

Any new business relations will be established subject to either an advance payment or at least a down payment upon confirmation of the order.

5. Late Payment

The Seller shall be entitled to charge penalty interest on overdue invoices from the date when payment becomes due from day to day until the date of payment at a rate per annum of 2 times the legal base rate.

The legal base rate is the rate set by the European Central Bank at the time of delivery of the Goods.
The applicable penalty interest is applied to the balance including all applicable taxes due by the buyer. The applicable penalty interest will apply without formal notice.

If payment of the price or any part thereof is not made by the due date, the Seller shall be entitled to:
- require payment in advance of delivery in relation to any Goods not previously delivered;
- refuse to make delivery of any undelivered Goods without incurring any liability whatever to the Buyer for non-delivery or any delay in delivery.

In accordance with Articles 441-6 and D. 441-5 of the French Code of Commerce, in addition to the late payment penalties, the Buyer will be required to pay to the Seller a fixed compensation of 40 euros for payment collection fees.

6. Termination

Past a period of 15 days following the application of the “Late Payment” clause, if the Buyer has not paid the balance due in full, the sale will be terminated and may lead to prosecution.

7. Title

Title in the Goods shall not pass to the Buyer until the Seller has been paid in full for the Goods

8. Delivery

Unless otherwise agreed in writing, delivery of the Goods shall take place as following:
- Either at the address specified by the Buyer;
- or delivered in person to the Buyer.

The delivery date indicated on the order form is for reference only and therefore does not constitute a guarantee. Consequently, any reasonable delay in delivery may not open the right for the Buyer to the following :
- damages or interest;
- termination of the sale.

Any risk associated with the transportation of Goods during delivery are assumed in full by the Buyer.
Any damages, shortages, over deliveries and duplicated orders should be formulated by the Buyer on the order form upon delivery and reported to the Seller within 5 days of signed receipt via registered mail.

9. Guarantee

All our products fall under the Legal Conformity Act and Hidden Vice Act described in Article 1641 of the French Civil Code and Article L217 of the French Consumer Code. If the Good sold does not conform with the aforementioned laws, the Good may be returned, exchanged or reimbursed.

Any request for exchange or reimbursement of the Good must be made by mail within 30 days of delivery.

The Good must be returned in the condition it was delivered in, along with all packaging elements and documentation. Costs associated with returning the Good may be reimbursed by the Seller provided the Buyer provides valid proof in the form of a receipt.

10. Force Majeure

The Seller shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control. In conformity with French Law, Force Majeure is defined under Article 1148 of the French Civil Code as any exterior event that is unforeseeable and uncontrollable.

If the delay persists for such time as the Seller considers unreasonable, it may, without liability on its part, terminate the contract.

11. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of France.
If the two parties decide not to call on arbitration, the dispute will first be brought before the Court of Commerce of Toulon.