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CBF INTERNATIONAL (MILPOINT division)
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Article 1 – General Matters – Scope.
The purpose of these general terms and conditions is to set out the terms and conditions on which sales of goods ("the Goods") are made by CBF INTERNATIONAL to its customers ("the Customer"). They are binding throughout the duration of the parties’ contractual relationship. The placing of an order amounts to unconditional acceptance of these general terms and conditions and no special condition that is not provided for herein may be raised in objection by the Customer without the prior written agreement of CBF INTERNATIONAL.
Article 2 – Orders – Samples.
(i) An order placed by a Customer with a representative or employee of CBF INTERNATIONAL shall only become final and binding once confirmed in writing and signed by CBF INTERNATIONAL. This provision is made for the sole benefit of CBF International which may therefore waive its right to rely on it. Any amendment to or cancellation of an order requested by the Customer can only be considered if received in writing before dispatch of the Goods and subject to the express agreement of CBF INTERNATIONAL.
(ii) A Customer who has been sent a sample of Goods must return it within forty-eight (48) hours of first written request from CBF INTERNATIONAL, failing which the cost of the sample will be invoiced to the Customer at the rate in force at the time and may not be subsequently recovered.
Article 3 – Price – Payment terms – Penalties – Discounts.
(i) Price lists for Goods will be sent routinely to the Customer prior to sale and/or made available to the Customer on request to the headquarters of CBF International. In the event that no contractual document setting out the price of Goods has been signed by the Customer with CBF INTERNATIONAL, the Customer unconditionally accepts that the relevant prices will be those in force at the date of sale. All prices stated exclude tax and may be increased by the relevant VAT rate in force.
(ii) Unless otherwise set out in any document issued by CBF International and expressly accepted by the Customer, Goods must be paid for on receipt of invoices issued. Payment shall mean the actual cashing of cheques, bills of exchange or similar documents.
If payment is not made on time, any overdue sum will become immediately payable as of right together with interest for late payment, calculated at one and a half (1.5) times the legal interest rate on the whole sum (including tax) and including any month that has already commenced, without any need for CBF INTERNATIONAL to first serve a formal notice of demand. In addition, by express agreement, where payment is overdue and a formal notice of demand has been served but payment still not made after eight (8) days, a penalty shall become payable equal to 10% of the overdue sum (including tax), which shall be added to the amount of the principal debt, penalties for late payment and any damages and costs that may be awarded by the courts. If CBF INTERNATIONAL needs to engage the services of a third party to recover the debt, the Customer will be responsible for reimbursing the costs and expenses incurred.
Late payment will also entitle CBF INTERNATIONAL to immediately suspend all pending deliveries of Goods of whatever type and at whatever stage in the process without this entitling the Customer to any right to compensation.
Article 4 : Delivery.
(i) Procedure: Delivery is effected by handing over the Goods directly to the Customer, by simple notice of availability or by delivery to a carrier. CBF INTERNATIONAL may make either whole or partial deliveries.
(ii) Delivery times: Delivery times stated on any document issued by CBF INTERNATIONAL are indicative only and not binding, and are dependent on the availability of stock and transport. Delayed delivery shall not give rise to any right to cancel the order, to refuse the Goods and/or to claim any penalties or compensation whatsoever. CBF will have no liability in the event of unforeseeable circumstances or force majeure such as war, natural disaster, adverse weather, fire, accident, strike, shutdown in production, the inability to obtain supplies, interruptions or delays in transportation, lack of transportation equipment etc., which make it impossible to fulfil contractual obligations temporarily or permanently. CBF INTERNATIONAL reserves the right to extend the delivery period throughout the duration of the unforeseeable circumstances or force majeure or to regard the order as cancelled without incurring any liability for compensation.
(iii) Risks: Regardless of the means of transport or means of payment, Goods are always transported at the expense and at the risk of the Customer, even when sold and shipped carriage paid. Goods sold are deemed delivered ex factory. In the case of a problem, in particular in the case of delayed, lost, stolen, damaged or missing Goods, it is the responsibility of the Customer or its representative to notify the Carrier in the usual way at the time of delivery, followed up by registered letter within three (3) days of receipt of the Goods (in accordance with Article L. 133-3 of the French Commercial Code).
Article 5 – Liability - Complaints – Returns.
(i) Subject to public policy provisions, CBF INTERNATIONAL cannot warrant that Goods are free from all defects in materials or manufacture since it does not undertake the manufacture and/or assembly of the goods in question. Neither can CBF INTERNATIONAL provide any warranty against patent defects, faults or damage caused by normal wear and tear, by external accident or by a modification to the goods not foreseen or specified by CBF INTERNATIONAL or the manufacturer. However, should CBF INTERNATIONAL be found liable, then its sole obligation shall be to repair or to replace the defective Goods, at a location of its choosing, without payment of any compensation or damages. Goods are not covered by this warranty unless the after-sales department of CBF INTERNATIONAL has first been notified and its consent obtained to any repair or replacement.
(ii) In order to be valid, and without prejudice to any claims against the Carrier, any complaint made by the Customer (for example about quantity or quality) can only be considered if made by registered post within forty-eight (48) hours of delivery. Otherwise, all deliveries will be deemed to be accepted unconditionally and may not form the subject of a later complaint. A complaint does not exempt a Customer from paying for the Goods.
(iii) Any return of Goods must first be agreed to in writing following a joint review by CBF INTERNATIONAL and the Customer. Any Goods returned without this agreement will not be accepted by CBF INTERNATIONAL and will not give rise to any credit. Goods must be returned at the expense and at the risk of the Customer, in the state in which they were delivered by CBF INTERNATIONAL, in their original packaging and accompanied by a returns slip and a copy of the delivery note.
Article 6 – Confidentiality – Infringement.
(i) Studies, photographic images, drawings and documents provided to the Customer by CBF INTERNATIONAL shall remain the exclusive property of CBF INTERNATIONAL. They may not be communicated by the Customer to a third party for any reason whatsoever.
(ii) In accordance with relevant regulations, the Customer may not copy in whole or in part any Goods belonging to CBF INTERNATIONAL that it acquires or sees. Failure to comply may result in legal action being taken. The same applies to registered trademarks and/or marketing material belonging to CBF INTERNATIONAL. The transmission of information to third parties that could enable them to copy those marks, models and Goods, in whole or in part, is also prohibited.
Article 7 – Termination clause.
Failure by the Customer to comply with any provision hereunder, in particular failure to pay on time, will entitle CBF INTERNATIONAL to suspend deliveries or to regard any order from the Customer as cancelled as of right 24 hours following formal notice, without prejudice to any claim for damages.
Article 8 – Retention of ownership.
Goods are sold by CBF INTERNATIONAL to the Customer on the express condition that transfer of ownership is subject to actual payment of the full price. Failure to pay on time may lead to the reclaim of the Goods. However, it is agreed that the mere issue of a document creating an obligation to pay (a bill of exchange or other instrument) does not constitute payment for the purposes of this clause and the original debt owing to CBF INTERNATIONAL by the Customer will remain in force together with all rights pertaining thereto until the said instrument has actually been paid. In the event that Goods are reclaimed under this clause, all sums already paid by the Customer will remain the property of CBF INTERNATIONAL by way of damages.
The above provisions do not prevent the transfer to the Customer of the risk of loss or damage to Goods ex factory subject to retention of ownership. The Customer should take out insurance to cover the Goods against risks ex factory.
Until the price has been paid in full, the Customer should keep Goods delivered separate and not mix them with other goods of the same kind from other suppliers. The Customer may not pledge or use title to the Goods by way of security.
Article 9 – Miscellaneous.
(i) If CBF INTERNATIONAL should choose to waive its rights in respect of non-compliance with any of the provisions hereunder, that shall not prevent the later application of the clause and will not be regarded as a waiver of its rights for any other non-compliance. If any provision hereunder is found to be void, in whole or part, that will not affect the validity of the remainder which shall remain in force and unchanged.
(ii) CBF INTERNATIONAL reserves the right to subcontract or to assign to a third party the rights and obligations arising from the contractual relationship.
(iii) The validity, interpretation and performance of the contractual relationship between CBF INTERNATIONAL and the Customer is governed by the laws of the French Republic. Any dispute relating to or connected with the validity, interpretation and/or performance hereof will be subject to the exclusive jurisdiction of the relevant courts under the authority of the Appeals Court of Paris, even in the event of multiple proceedings or multiple defendants, supplementary applications, the introduction of third parties or third-party claims or interlocutory proceedings.
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MILPOINT is a brand name of CBF International
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