Article 1 Scope
1.1. These General Terms and Conditions (T&Cs) apply by operation of law to a sale to any professional buyer (Customer) of products (Products) sold by Japocat (our Company), to the exclusion of the Customer's purchasing terms and conditions and subject to specific terms and conditions expressly accepted in writing by our Company.
1.2. Our Company reserves the right to modify the T&Cs at any time.
Article 2 Orders
2.1. Any order placed by the Customer constitutes a firm and irrevocable commitment on their part.
2.2. The sale will be finalized on the date our Company accepts the order. When applicable, the Customer shall be notified of acceptance in writing, by issuance of the corresponding invoice, or by shipment of the ordered Products. Our Company reserves the right to refuse any order at our discretion.
2.3. An order cannot be canceled without the written agreement of our Company. The return of Products shall in no case be deemed acceptance of a cancellation request. If our Company agrees to the cancellation, the Products may be returned with a 20% deduction. They must be sent back in their original packaging, accompanied by the return form and the agreement number. The Customer shall bear all associated costs.
2.4. The information related to the Products found in our Company's sales documents (catalogs, brochures, website, etc.) is provided for informational purposes only. Our Company reserves the right to make any changes that we deem necessary at any time. The Customer may not use these changes as grounds to cancel the order as long as the functionalities of the Products are substantially similar.
Article 3 Delivery
3.1. Delivery times are estimates and not guaranteed; failure to meet these deadlines will not result in any deductions or compensation. However, if delivery is not executed within 30 days of formal notice, the Customer may cancel all or part of their order by notifying our Company, without entitlement to any damages or interest.
3.2. In any event, delivery times shall be automatically suspended in the event of force majeure and/or any event beyond our control affecting delivery. In such as case, and after a period of 60 days, either our Company or the Customer may cancel the order in question, without any rights to claim damages.
3.3. The Products are shipped in standard packaging. Our Company reserves the right to select the shipping method, at a reasonable cost.
3.4. In the event of loss or damage during transport, the Customer must note reservations on the transport document and confirm these by sending a registered letter with acknowledgment of receipt to the carrier within three days, with a copy sent to our Company.
3.5. The Customer may not refuse partial deliveries, nor use this as a reason to withhold payment of the corresponding invoice.
Article 4 Product Conformity
4.1. Customers must verify the conformity of the delivered Products in the order within 72 hours of delivery. If no written complaint is submitted to our Company within this timeframe, the delivered Products shall be conclusively deemed to conform to the order and may not be returned or exchanged, except with our Company's prior written consent.
4.2. In the event of a justified complaint within this period, our Company agrees to replace any non-conforming Product at our expense or, if the Product is unavailable, issue a credit corresponding to the invoiced amount.
4.3. In all cases, the Customer must retain the Products on their premises. Products returned by the Customer without prior written consent from our Company will not be accepted or replaced, regardless of their receipt. Return costs shall remain the sole responsibility of the Customer.
Article 5 Transfer of Risk
The Products are shipped at the Customer's risk. The transfer of risk occurs when the products are handed over to the carrier before loading, without prejudice to the provisions in Article 7 below.
Article 6 Financial Terms and Conditions
6.1. The Products will be invoiced at the listed price on the day of the order, minus any applicable discounts. Prices are ex works, with shipping charges additional. In certain cases, a sale can include shipping charges under prior written agreement with our Company.
6.2. The invoice is generated at the time of the order and must be paid in full by bank card, prior to the shipment of the Products.
6.3. All payments made by the Customer to our Company shall be applied to the amount due, regardless of their nature or reason, starting with the earliest due amounts. Under no circumstances may the Customer offset any sums owed to our Company against other amounts.
6.4. Non-payment of an invoice by its due date will automatically, and by operation of law, result in the acceleration of all other outstanding invoices. Late penalties will become due at the rate specified in Article L.441-10 of the French Commercial Code, with interest capitalized and without prejudice to the stipulations in Article 6.5, in addition to the fixed penalty of €40 outlined in Article D.441-5 of the French Commercial Code.
6.5. In the event of non-payment of an invoice by its due date, our Company may suspend the processing of orders in progress and/or refuse any new order until full payment of all amounts owed by the Customer, including principal and ancillary charges. If payment is not received within eight days after formal notice, our Company may automatically cancel all sales of Products not paid in full. In the event of the latter, any advance payments made by the Customer shall automatically be forfeited to our Company by operation of law under the Penalty Clause, without prejudice to the Customer's obligation to return the Products concerned in their original packaging, at the Customer's exclusive risk and expense.
Article 7 Retention of Title
7.1. The products are sold subject to a retention of title. Our Company therefore retains full ownership of the delivered Product until full payment of the price by the Customer, meaning actual receipt by our Company of the invoiced amounts, including principal and ancillary charges.
7.2. In the event of non-payment of an invoice by its due date, our Company may reclaim the Products concerned and cancel the sale, as stated in Article 6.5 above.
7.3. The Customer is prohibited from transforming or incorporating the Products and from granting any rights over them to third parties until the price—including principal and ancillary charges—has been paid in full.
7.4. In the event of seizure of the Products by third parties, the Customer must immediately inform our Company of the existence of this retention of title.
Article 8 Intellectual Property
Except with our Company's prior written consent, the Customer shall refrain from exploiting, by any means and for any purpose whatsoever, our Company's distinctive signs, Product visuals, and/or any materials supplied by our Company (documentation, manuals, instructions, etc.).
Article 9 Warranty
9.1. The Products are covered by a warranty against hidden defects, in accordance with Articles 1641 et seq. of the French Civil Code.
9.2. The terms and conditions of any commercial warranty associated with the Products are detailed in a separate document.
Article 10 Limitation of Liability
10.1. Our Company's proven liability is limited to compensation for direct material damage, to the exclusion of all immaterial, indirect, and/or consequential damage (including, but not limited to, loss of opportunity, loss of turnover, business loss, reputational damage, etc.) in all cases where such limitation is permitted by law.
10.2. In addition, and subject to any mandatory legal or regulatory provisions, our Company’s total annual liability is expressly limited to the amounts actually paid by the Customer during the relevant year.
10.3. Any claim by a Customer shall be subject to a limitation period of one year from the date on which it arose.
Article 11 Termination
In the event of a breach of the T&Cs by the Customer, and after eight days following the delivery of a formal notice without resolution, our Company may immediately and automatically terminate the ongoing sales and the business relationship with the Customer, without prejudice to any claims for damages or interest.
Article 12 Applicable Law / Jurisdiction
12.1. The sale of Products to the Customer is governed by French law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods.
12.2. In the event of any dispute between the Customer and our Company arising out of or in connection with the sale of the Products, exclusive jurisdiction will be granted to the courts of Paris.