Terms of Sales

PREAMBLE

These general terms and conditions of sale apply to all offers, orders confirmations, orders, sales agreements between Primway and the customer.

Placing an order with Primway means you accept the present general terms and conditions of sales, except for any other documents which only have an informative value. These general terms and conditions of sales are considered to be accepted with no hesitation, totally, and with all aptitude by any customer who makes an order.

These general terms and conditions of sale prevail over the customer’s potential general terms and conditions of purchase, except opposite agreements signed between the two parties, so that any condition opposed by the customer would be unenforceable to Primway if not accepted quickly, whatever the moment it would have been brought to his attention. Except a preceding agreement written by Primway, the customer’s general terms and conditions of purchase are null.

1) ORDERS

1/1) Orders executions :

Any order addressed to Primway by any means (telephone, fax, email, mail…) commits the customer from the moment Primway receives the phone call or the written order, without necessarily a written and complete order confirmation from Primway. Any order, written or by phone, must include: the customer’s identity (name of the company, the complete address, a contact), the reference to a possible offer, the quantity, the quality, the dimension, the reference of the product (or the one of the purchasers), the place, the expected modes and delivery dates, the price. 

1/2) Orders confirmation :

In case of acceptance without any modification of a firm and complete offer from Primway by the customer or in case of acceptance of a firm and complete offer by Primway received by any means necessary, no confirmation of order written by Primway is necessary. The receipt of the products by the customer can be considered as a confirmation of order and total acceptance of the present general terms and conditions of sales by the customer. If needed, Primway will send an order’s approval to the customer in the form of an order receipt which constitutes the contract and commits both sides.

1/3)Modification/ cancellation of order owing to the customer:

Any request to modify or cancel the order, asked imperatively in writing, will have to be received by Primway before the dispatch of the products and accepted expressly by Primway. In case of production already realised, partial or complete order, the order will not be cancelled. The non-respect of the delivery date doesn’t give any right to cancel the contract or get some compensation.

 1/4) Orders cancelations owing to Primway:

In case the suppliers of Primway, for a complete or partial delivery, would cancel its orders, Primway could have the right to cancel those of its customers, and with no compensation. Then, Primway would be free from any obligations.

2)PAYMENT / PRICE

2/1) Price :

The prices are established in compliance with the legislation in force, are given on an indicative basis, applied to all customers at the same date and include the packaging, are excluding tax and excluding travel expenses, except an express opposite agreement between the parties. They don’t constitute any firm engagement, the products being always charged according to the price and tax conditions, and the exchange rates in force the day the order is executed. A specific packaging cost can be added in the case of an order involving making operations and specific packaging.

The prices can be revised upwards during the year prior to informing the customers, for any case of force majeure or any event on which Primway has no control.

2/2) Billing :

A bill is established for each delivery.

2/3) Minimum of billing :

For an order of an excluding tax and excluding travel expenses total inferior to 150 €(one hundred and fifty euros), Primway will charge a minimum price of 150 € (one hundred and fifty euros) excluding tax and excluding travel expenses.

3) DELIVERY

3/1) Deliveries terms and conditions :

The products are sold excluding travel expenses, except an express agreement between the parties, defined on receipt of the order. The delivery is done at the effective delivery of the products to the freight carriers, in the Primway warehouses. The sale is considered done the moment the delivery leaves the Primway establishments or is available for the customer.

With an express agreement, the unloading at the place of delivery is exclusively assured under the responsibility and the control of the customer, or the freight carrier’s driver chosen by Primway or the customer.

 

3/2) Periods of delivery :

The periods of delivery are only given for information purposes and on an indicative basis. Primway does its best to respect the periods of delivery asked and/ or indicated and conform to the orders, except in case of force majeure or any circumstances such as strikes, fires, supply of provisions difficulties, this list is not restrictive. Any modification of specification done by the customer after the principal sale is conclude can generate an extension of the periods of delivery.

Anyway, the delays of delivery cannot lead to any fees nor compensations, and not cancel any order.

3/3) Impossibility to deliver :

Primway would be free of its obligations by any event independent of its will which would prevent the delivery of the products (definitive, temporary or partial). Primway would have to notify to the customer the existence and the reasons of the hitch (temporary or definitive). If the hitch is temporary, the execution of the contract is suspended during the time of the hitch limited to 30 (thirty) days. After the period of the 30 (thirty) days, each part can cancel the contract without any compensations

3/4) Quantity delivered :

Our provisions are always done with the usual tolerances on the required quantities, in any case, the customer forces himself to pay the corresponding price when the quantity is delivered. The quantity delivered can vary of more or less 10% (ten percent) compared to the quantity ordered without the customer to refuse the reception of the products and/ or the payment of the corresponding bill. At the time the order is executed, the customer can expressly explain the respect of a strict minimum quantity. In this case, the quantity delivered can vary up to +15% (plus fifteen percent) without the customer being able to refuse the reception of the products and/ or the payment of the corresponding bill. The charged quantities are the quantities really delivered.

3/5) Delivery charges :

The delivery charges are those in effect the day the order is passed, as they appear on the applicable rates on this date. Unless otherwise stated by Primway, the delivery fees are the customer’s responsibility, and included separately in the bill. In case of a delivery out of Metropolitan France, as an importer the customer is responsible to pay off all the customs duties, taxes or any other required costs at the delivery of the goods.

3/6) Reception/ control of the deliveries:

Without prejudice of the dispositions to take regarding the freight carrier as explained in the article 8, the complaints on visible defects or on the non-compliance of the products delivered must be written in a period of 3 (three) days as planned in the article 8, in comparison to the ordered products or any other nature.

4) COMPLAINT

For any complaint concerning the quality of a product, the customer will have to send to Primway a sample of the product with the defect and a sample of the same product known as correct. After a control, if a visible defect or something missing is noted by Primway, the customer can only ask Primway to substitute the non-conform products and/ or the missing products, without claiming any compensation or prejudice or the cancellation of the order.

The complaints are admissible only if the part of the used products is not over 10% (ten percent) of the delivered quantity.

Anyway, in case the substitution of the defective products is not possible, the potential compensation owing to Primway will be limited to the value of the known non-conform products.

Furthermore, and in accordance with the common law, a customer’s complaint on all or parts of the products for any cause, if the legitimacy of this complaint is not clearly known and written by Primway, does not allow the customer to take the law into his own hands and hold the paying of all bills from Primway, the dispute being concerned or not.

5) RETURN

The products are not taken back nor exchanged, except if there is a manufacturing defect, duly observed by Primway. Any product that is returned must be subjected to a formal and preliminary agreement with Primway.

The charges/ fees and risks of return are at the customer’s charge.

 

6) RISKS

The transfer of the risks on the sold products is done when the products are given to the freight carrier.

7) TRANSPORT

The products travel at the customer’s own risks no matter the means of transport, the place of delivery or the modes of paying the price of the transport, free delivery or shipping costs. In case of lost or missing objects, damage or delays, it is up to the client to make all the necessary reservations to the freight carrier, in compliance with the articles 105 and 106 of the trade legislation. In compliance with the article L133-3 of the trade legislation, any delivery of the products with no reserves by registered letter with acknowledgement of receipt to the freight carrier, in the 3 (three) days since the delivery with a copy to inform Primway simultaneously will be considered as accepted by the client. When the products are delivered by us, the complaints must be directly addressed to Primway in the 3 (three) days following the receipt.

8) PAYMENT

8/1) Payment method :

The place of payment is the head office of Primway. The bills are payable to the due date written on the bill. Except an express agreement of Primway, our general terms of payment are:

• Cash with 3% (three percent) discount if you pay within the week
• 30 (thirty) days with the date of the bill with no discount.

8/2) Delay or defaults on payments :

Any delay of payment will lead to late payment penalty equal to 15% (fifteen percent) of the due sums of money and will be rightly required, all costs and accessories being at the entire charge of the client.

Furthermore, Primway can suspend all the current orders, without any prejudice of any other way to act until the complete regularization of the debit account.

Any payment against reimbursement will lead to a, inclusive increase depending on the price in force.

In the absence of payment at one of the agreed due dates, Primway can claim the loss of the term by cancelling the agreed payment facilities and requiring principally the immediate payment of the due balance, delay interests and possible penalty clause, and requiring, together or separately, the immediate payment of all non-expired bills, the payment before delivery of any order already accepted or already passed, the provision of a satisfying real and/ or personal security.

8/3) Required debts before the due date.

The total or partial liquidation of a company, a company being transformed into a society, the death of the owner, the entry or the departure of the sleeping partner and in general any fact or act that could lead to modifications in the risks from the sale, results in immediately demanding the debts on the aforesaid firm, including those from accepted loan payments. It is of express agreement/ convention that they become payable on demand.

9) Property retention :

In compliance with the law n°80-335 of May 12, 1980, the products are sold with reservations of property transfer resulting from the whole payment of the agreed price. This way, Primway owns the products until the charged price is completely paid. Until this date, the delivered products will be considered as left in a warehouse and the client will accept the risks of damage they could undergo or cause for any reason whatsoever. The goods must be legitimately insured by the client, in his responsibility, against any risk likely to damage its value. The client will immediately let Primway know of any measures (seizures, collateral, etc.…) that could affect or endanger the property retention. Up to the complete transfer of the property to his profit, the client has to ensure the correct identification codes put by Primway on the products.

Furthermore, it is specified that Primway allows the client to resell the products before the complete payment of the price. The products transformation does not transfer theirproperty to the client. However, it is specified that in case of delay of payments or cessation of payments, the debts from this sale rightly belong to Primway. Primway’s part in this joint ownership will be up to the products value, object of the property clause, in compliance with the article 2071 of the civil code. Primway will have a direct action on the retail price of the products in the hands of the buyer or any authorized representative of the first buyer. The resale or the transformation of the goods are forbidden in case of amicable settlement or collective procedure from the client or in case of any procedure or equivalent process which would treat financial difficulties of the client, except with an express agreement of Primway and against an immediate payment of the price of the aforementioned products.

The client will have to be opposed by any legal means to the claims any outsider could enforce by approach of seizure, confiscation or equivalent procedures. As soon as he knows, he will have to inform Primway to be able to save its interests. In the case the identification of the products is impossible at the client’s, the products having the same specifications and that are non-identified will be known as products of Primway, in the amount of the client’s debt. If the client, in receivership, resells the products to a sub-buyer despite the above ban on doing so, any payment done by the latter or his receiver will have to be given to Primway, finding the cause in the sale of products, object of the present clause of property retention.

The application of the present clause does not rule out Primway to exercise any legal action in cancellation of the sale and/ or compensations, to offset the loss of income or the prejudice caused by the client’s failure.

 

10) EVOLUTION OF THE GENERAL TERMS AND CONDITIONS OF SALE

Primway reserves the right to modify the present general terms and conditions of sales at any time by publishing a new version by any means possible. This new version will be practical for any order passed after the evolution of these general terms and conditions of sales.

11) JURISDICTION

The choice of domiciliation is done by Primway, at its head-office.

Except as otherwise agreed, the commercial court in Bobigny is the only appropriate entity to know any disagreement related to the application, the understanding or the execution of the present terms and general conditions of sales and sales contracts, in the absence of amicable settlement between the parties, even in case of emergency interim proceedings, guarantee calls or plurality of defendants.