General Terms and Conditions of Wholesale
1. SCOPE OF APPLICABILITY
1.1 These General Terms and Conditions of Wholesale (“GTCW”) apply to wholesale of goods by MAJO GARN (“MAJO GARN”) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the buyer (“Buyer”) . No such conflicting, contrary or additional terms and conditions shall be deemed accepted by MAJO GARN unless and until MAJO GARN expressly confirm its acceptance in writing.
1.2 MAJO GARN reserves the right to change these GTCW, wholesale prices, suggested retail prices and shipping prices at any time. MAJO GARN is entitled to terminate the GTCW at any given time.
2. PRICES AND TERMS OF PAYMENT
2.1 All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added, import taxes and similar taxes or charges imposed by any government authority.
2.2 Unless expressly stated otherwise in the proforma invoice or a final copy of the invoice, payment for goods shall be made in advance without offset or deduction.
2.3 If Buyer fails to pay any invoice within the specified due date of payment, MAJO GARN may suspend delivery of any purchase order thereof until payment is made or terminate delivery of any purchase order.
2.4. Unless expressly stated otherwise in the proforma invoice or a final copy of the invoice, custom import taxes, value added taxes and similar taxes charged upon the delivery of goods shall be covered by Buyer.
2.5 Title to goods delivered shall remain vested in MAJO GARN and shall not pass to Buyer until the goods have been paid for in full. If Buyer fail to pay any invoice within the specified due date of payment, MAJO GARN may retake the goods covered by the invoice. Buyer must insure all goods delivered to their full replacement value until title to the goods has passed to Buyer.
3. TERMS OF DELIVERY AND LATE DELIVERY
3.1 Unless expressly stated otherwise in the proforma invoice or a final copy of the invoice, all deliveries of goods shall be CIF in accordance with Incoterms 2010.
3.2 If delivery is delayed due to the convenience of the delivery service providers and the circumstances are beyond the control of MAJO GARN, MAJO GARN shall not be liable for any resulting losses.
4. ACCEPTANCE OF GOODS
4.1 Buyer must inspect goods delivered upon receipt. Buyer is deemed to have accepted goods delivered unless a written notice of rejection specifying the reasons for rejection is received by MAJO GARN within 7 calendar days after delivery of the goods.
5. WARRANTY
5.1 MAJO GARN warrants that upon delivery and for a period of 30 calendar days from the date of delivery goods purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than MAJO GARN.
5.2 With respect to goods which do not conform to the warranty MAJO GARN liability is limited, at MAJO GARN's election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to MAJO GARN, along with acceptable evidence of purchase, within 7 calendar days after Buyer discovered the lack of conformity or ought to have discovered it.
5.3 MAJO GARN makes no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes our sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, MAJO GARN makes no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
6. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
6.1 If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and Buyer is enjoined from using same, MAJO GARN will, at its option and expense, (i) procure for Buyer the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a reasonable amount for usage. The foregoing states MAJO GARN's sole liability for intellectual property rights infringement.
7. LIMITATION OF LIABILITY
7.1 Neither of the both parties will be entitled to, and neither of the both parties shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Buyer's recovery from MAJO GARN for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
7.2 MAJO GARN shall not be liable for any claims based on our compliance with Buyer's designs, specifications or instructions or repair, modification or alteration of any goods by parties other than us or use in combination with other goods.
8. FORCE MAJEURE
8.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the GTCS, without liability, upon 30 calendar days’ prior written notice to the other party.
9. MISCELLANEOUS
9.1 The United Nations Convention for the International Sale of Goods shall not apply to these GTCW or to any contracts of sale entered into between us.
9.2 No waiver of any provision of these GTCW shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCW shall not constitute a waiver of such provision or any other provision(s) of these GTCW.
9.3 Should any provision of these GTCW be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCW shall remain in full force and effect and shall be construed in accordance with the modified provision.
9.4 These GTCW and any other agreements entered into between us shall be governed by and construed in accordance with the laws of France without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of us against the other shall be instituted exclusively before the competent courts of France.