Terms of Sales
1. OBJECT
These general conditions of sale (hereinafter “CGV”), constituting the sole basis of the commercial negotiation, are systematically addressed or given to each Buyer to enable them to place an order, in compliance with articles L441-1 and following of the Trade code. These General Terms and Conditions are applicable to sales made in France and abroad by the company ACTOME (hereinafter “ACTOME”) and constitute an inseparable whole with the pricing conditions of ACTOME. Unless there is express, written and prior derogation agreement from ACTOME, any order for products, whatever their origin, implies adherence to these General Terms and Conditions, which cancel any contrary clause that may appear in the conditions of purchase, contracts, documents or correspondence from the Buyer.
To the extent that these T&Cs are communicated in advance and not contested, the conclusion of an order entails the unreserved application of these T&Cs.
It is expressly understood that ACTOME is not required to accept purchasing conditions or requests from the Buyer which are abusive or derogatory or exorbitant from the General Terms and Conditions. Consequently, no special conditions can, unless formal and written acceptance from ACTOME, prevail over the General Terms and Conditions. Any contrary condition invoked by the Buyer will therefore, in the absence of express acceptance, be unenforceable against ACTOME.
These General Terms and Conditions may be subject to modification. Therefore, it is understood that the applicable General Terms and Conditions are those in force on the day the order is placed unless otherwise agreed between the Parties.
By accepting the General Terms and Conditions, the Buyer undertakes to respect the applicable legal provisions regarding corporate social responsibility and to generally adopt ethical and transparent behavior which contributes to sustainable development.
2. ORDERS
All orders must include the product reference, the quantity ordered as well as the desired date, time and place of delivery. The order must be sent to ACTOME by application programming interface (API), Electronic Data Interchange (EDI), mail or electronic mail.
In the event of ordering products marked in the name of the Buyer, specific requests from the Buyer or out-of-range orders, the minimum quantity per order (MOQ) must be respected.
Any order is irrevocable and no modification, without the express, prior written consent of ACTOME, can be made after tacit or express confirmation of the order. Furthermore, any request for modification or resolution of the order requested by the Buyer can only be taken into account if it is received in writing before production and/or before shipping of the products. The Buyer acknowledges that any modification accepted by ACTOME may result in the modification of the prices and delivery times initially planned and their redefinition by mutual agreement between the parties.
Quotes and/or commercial offers issued by ACTOME are valid for a period of 30 days.
3. DELIVERIES
Deliveries are only made based on availability. ACTOME is authorized to make deliveries in whole or in part. Delivery times are, where applicable, indicated as accurately as possible but depend on the production possibilities of the manufacturers. These delivery times are not strict deadlines and are purely indicative. ACTOME cannot be held liable in the event of exceeding said delivery times.
Exceeded delivery times indicated, where applicable, cannot give rise to damages, withholding, deferred payment, or cancellation of orders in progress, in particular if they are the consequence of an order modification by the Buyer.
In any event, delivery can only take place if the Buyer is up to date with his obligations towards ACTOME whatever the cause.
4. RISK TRANSFER
4.1 Orders leaving the manufacturing plant (case of specific manufacturing, customer collections, etc.), must only be in complete containers with a value greater than TWENTY THOUSAND EUROS (€20,000 excluding VAT) : in this case, in application of the Incoterm (ICC 2020) FOB/port of departure (free on board), the goods are delivered on the vessel designated by the Buyer, the maritime transport being the responsibility of the latter. The transfer of risks takes place when the goods are delivered to the ship.
4.2 Orders, deliverable from stock, from ACTOME warehouses, are executed under different methods :
- If the amount is greater than ONE THOUSAND EUROS EXCLUDING TAX (€1000 excluding VAT), they are deliverable :
- Either directly to the Buyer if the destination is in mainland France: in this case, in application of the Incoterm (ICC 2020) DAP/agreed place (delivered to the agreed place of destination), the goods are deliverable free of charge, to the address indicated in the order form. Up to this destination, the goods travel at the risk of the seller, the transfer of risks taking place when the goods are made available to the Buyer at the agreed address. This method can be extended to certain countries bordering France, in agreement with ACTOME.
- Either to the French address of a carrier/freight forwarder if the destination is outside mainland France: in this case, in application of the Incoterm (ICC 2020) FCA/freight forwarder at the agreed place (free carrier), the goods are delivered to the agreed place, to the carrier or freight forwarder designated and paid by the Buyer. The transfer of risks occurs upon delivery of the goods to the carrier/freight forwarder.
- If the amount is less than ONE THOUSAND EUROS EXCLUDING TAX (€1,000 excluding tax) they can be delivered to the ACTOME warehouse, to the carrier/freight forwarder chosen by the Buyer : in this case, in application of the incoterm (ICC 2020) FCA/departure warehouse (free carrier), the goods are handed over to the departure warehouse to the carrier or freight forwarder designated and paid by the Buyer. The transfer of risks occurs upon delivery of the goods to the carrier/freight forwarder.
However, different conditions of sale may be provided for, by mutual agreement between the parties.
5. TRANSPORT
carrier within three (3) days following receipt of the goods, excluding public holidays. A copy of this reservation must also be transmitted without delay to ACTOME. The Buyer will be personally responsible for all possible recourse against the carriers in the event of shortages, damage, loss or other.
The goods are delivered :
- Either in whole containers, in which the goods are either in bulk or packaged in stacked boxes, palletized or not. In this case, the container is initially sealed by ACTOME or under its responsibility.
- Either on pallets, measuring 80x120cm or 80x140cm, not “EUROPE” certified. They are said to be “lost” because they are not recovered by ACTOME. In order to guarantee better protection during handling and transport, the goods are systematically filmed with the pallet support, using a transparent film.
Any different logistical arrangements may be provided for, by mutual agreement between ACTOME and the Buyer.
6. RECEIPT
Without prejudice to the arrangements to be made vis-à-vis the carrier, complaints about apparent defects or non-conformity of the goods delivered must be formulated and effectively justified to ACTOME, under penalty of foreclosure, in writing within three (3) ) days of receipt of the goods. ACTOME, after possible prior checking of product defects by its staff, may request the return of defective goods to its head office and at its expense. The Buyer undertakes not to refuse goods and/or to return goods without ACTOME having been able to ensure the reality of the complaint invoked by the Buyer. Any refusal and unjustified return will result in the invoicing of transport costs and other costs incurred.
For any complaint recognized as justified and accepted by ACTOME, even outside the aforementioned deadline, the Buyer may obtain, at ACTOME’s choice, either free replacement of the goods or a corresponding credit.
7. PRICE
The products are supplied at the prices in effect on the day the order is placed. Unless otherwise stipulated, prices are exclusive of taxes, on the basis of the delivery terms provided for in article 4. above. The prices communicated are in euros, unless the parties agree to establish prices in another currency. Any tax, duty or other service to be paid in application of French regulations or those of an importing country or a transit country are the responsibility of the Buyer. ACTOME reserves the right to modify prices at any time and without notice in the event of an event making the execution of its obligations more onerous for ACTOME, particularly in the event of an increase in raw materials. ACTOME may also modify its price list at any time, subject to a notice period of six (6) weeks. ACTOME must inform the Buyer prior to placing the order.
8. PAYMENT TERMS
8.1 Unless otherwise stipulated, invoices issued for each delivery are in euros and payable, subject to point 8.2 below :
For customers located in the European Union :
- By means of a transfer before shipment for orders greater than or equal to an amount of TEN-THOUSAND EUROS EXCLUDING TAX (€10,000 excluding VAT).
- By any other means, within 30 calendar days from the date of issue of the invoice, for orders below an amount of TWENTY-THOUSAND EUROS EXCLUDING TAX (€10,000 excluding VAT).
- For customers located outside the European Union, by means of a transfer before shipment.
Any different payment conditions may be provided for, by mutual agreement between ACTOME and the Buyer.
No discount for early payment is granted by ACTOME. In the event of late payment, ACTOME may suspend all orders in progress, without prejudice to any other course of action. Any sum not paid by the due date appearing on the invoice automatically and automatically results, without prior notice, in the application of late payment penalties, the rate of which is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points. In addition to these penalties, the interest provided for in particular by the new articles 1231-6 and 1343-2 of the Civil Code as well as compensation for recovery costs amounting to the sum of 40 euros minimum in accordance with the provisions of the article D441-5 of the Commercial Code, without prejudice to ACTOME’s right to claim additional compensation.
In all the above cases, the sums which would be due for other deliveries, or for any other cause, will become immediately due if ACTOME does not opt for the resolution of the corresponding orders. The Buyer must reimburse all costs incurred by the contentious recovery of the sums due, including the fees of ministerial officers.
8.2 Acceptance of orders by ACTOME remains subject to the condition that the Buyer presents sufficient financial guarantees, that he it up to date with its obligations towards ACTOME and that no financial or other risk has arisen which could call them into question.
Also, if ACTOME has serious reasons to fear payment difficulties on the part of the Buyer on the date of the order, or after it, or if the Buyer does not present the same guarantees as at the date of acceptance of the order, ACTOME may make acceptance of the order or the continuation of its execution subject to cash or advance payment or to the provision, by the Buyer, of payment guarantees.
ACTOME will also have the option, before accepting any order, as well as during execution, to require the Buyer to provide any accounting document allowing it to assess its solvency.
In the event of refusal by the Buyer to pay in cash or in advance, without any sufficient guarantee being offered by the latter, ACTOME may refuse to honor the order(s) placed and deliver the goods. concerned, without the Buyer being able to argue for an unjustified refusal of sale, or claim any compensation.
8.3 In the event of non-payment, forty-eight (48) hours after a formal notice remains unsuccessful, the sale will be automatically terminated. The resolution will affect not only the order in question but also all previous unpaid orders, whether delivered or in the process of being delivered and whether their payment is overdue or not. In the event of payment by commercial instrument, failure to return the instrument will be considered as a refusal of acceptance equivalent to a failure to pay. Likewise, when payment is in installments, non-payment of a single installment will result in the entire debt becoming immediately payable, without notice. In all the above cases, the sums which would be due for other deliveries or for any other cause, will become immediately due if ACTOME does not opt for the resolution of the corresponding orders.
8.4 Compensation : the Buyer authorizes ACTOME to carry out compensation between the sums owed by the Buyer to ACTOME and the sums which ACTOME would owe to the Buyer in respect of their commercial relations. This compensation will be carried out in compliance with the payment deadlines accepted by each party.
9. RESERVATION OF OWNERSHIP
The goods are sold with a clause expressly subjecting the transfer of ownership to full payment of the price in principal and accessories. Full payment is considered made on the date of actual receipt of the price. It is thus specified that the simple delivery of a title creating an obligation to pay, draft or otherwise, does not constitute a payment within the meaning of this clause, the original debt of ACTOME on the Buyer subsisting with all the guarantees which therein are attached, including the retention of title until said commercial instrument has actually been paid. Acceptance of delivery by the buyer is equivalent to express and unreserved acceptance of this clause by the buyer, which the latter expressly acknowledges.
The above provisions do not prevent, in accordance with the terms of article 4. above, the transfer to the Buyer of the risks of loss or deterioration of the goods subject to retention of title as well as the damage they could cause. The Buyer must take out insurance guaranteeing the risks linked to the goods, from the moment he must assume them, in accordance with the terms of article 4. above.
The delivered goods being the property of ACTOME until full payment of the price, the Buyer undertakes not to pledge or transfer as security the ownership of the goods. He undertakes to store the goods subject to retention of title in such a way that they are individualized and can be perfectly identified. However, and for the sole purposes of its activity, ACTOME authorizes the Buyer to resell the goods provided that the Buyer pays the entire remaining price upon resale.
In the event of resale, the Buyer also undertakes to immediately notify ACTOME in order to enable it to exercise, where applicable, its right of claim either on the goods concerned or on the price with regard to the third party purchaser.
10. FORCE MAJEURE
Are considered as force majeure within the meaning of article 1218 of the Civil Code, events beyond the control of ACTOME, which it could not reasonably foresee, avoid or overcome, to the extent that their occurrence makes it completely impossible to execution of obligations.
By express agreement, the following are in particular assimilated to cases of force majeure relieving ACTOME of its obligation to deliver within the deadlines initially planned, without limitation : strikes of all or part of the staff of ACTOME or of the carriers or usual suppliers, fire, flood, war, production stoppages, inability to be supplied with raw materials, epidemics, thaw barriers, roadblocks, strike or disruption of supply EDF- GDF, or interruption of supply for a cause not attributable to ACTOME, as well as any other cause of interruption of supply attributable to its suppliers.
11. RESPONSIBILITY
The Buyers being professionals, they are deemed to have received all the technical information relating to the products, their design and their destination. They are also known to check the products upon receipt.
The Buyer acknowledges and accepts that once the goods have been made available to the Buyer under the conditions referred to in article 4 above, ACTOME cannot under any circumstances be held responsible for cases of deterioration or damage affecting the goods. for any cause whatsoever (for example: water damage, fire, flooding, humidity, rodents, etc.) as well as in the event of total or partial loss.
In the event of a complaint recognized as justified by ACTOME, the liability of the latter is, in any event, strictly limited to the replacement of goods deemed non-compliant or to their reimbursement, its liability not being able to go beyond the amount actually paid by the Buyer for the goods which are the subject of his complaint.
In any event, it is expressly agreed and accepted by the Buyer that the seller is in no way responsible for any problems caused by a cyber attack.
12. INTELLECTUAL PROPERTY
The Buyer undertakes to respect all intellectual property rights of which ACTOME is the owner or licensee and of which he declares to have full knowledge. The Buyer undertakes not, without prior written agreement from ACTOME, to reproduce or cause to be reproduced, in whole or in part, the brands, designs and models or any other intellectual property rights of which ACTOME is the owner or licensee, under penalty of prosecution, and/or to transmit to third parties any information of any nature whatsoever allowing the total or partial reproduction of these rights.
In order to preserve the brand image of ACTOME, it is prohibited, without prior written agreement, to use the brands, designs and models for the benefit of other products or services, to add any other brand, logo or sign, to market with a view to advertising distribution or sales linked to a premium, to carry out clearance sales or sales to sellers, to create demeaning presentation or environmental conditions.
Any partial reproduction and/or modification or alteration of the image of the goods, trademarks and/or logos that may be affixed thereto, without the prior written consent of ACTOME, will constitute counterfeiting. In particular, the goods may only be presented, sold or given to the consumer in their original presentation, without modification or alteration. Promotional materials or advertising campaigns must be approved in advance in writing by ACTOME.
In general, brands, designs and models must be used respectfully, without harming the reputation of ACTOME.
The Buyer further undertakes not to alter said intellectual property rights, nor to make improper use of them which would discredit or devalue them. Any advertising implemented by the Buyer concerning the products, including on the internet, must therefore strictly respect the brand image of ACTOME.
Furthermore, in the event of termination of commercial relations, for whatever reason, the Buyer will immediately cease all use, in any manner whatsoever, of the ACTOME brands, as well as all emblems, posters, and any distinctive advertising or promotional element linked to ACTOME or its products and in particular any materials, documents or articles bearing any of the ACTOME brands.
The Buyer must therefore immediately remove and destroy any item he owns bearing the ACTOME brand, its products and/or any other distinctive sign. Any furniture which therefore bears the brand of ACTOME or its products must therefore be removed, destroyed or transformed in such a way as to avoid any confusion towards consumers.
13. PERSONAL DATA
ACTOME practices a data protection policy.
ACTOME declares in particular to collect, as part of its activity, data relating to the Buyer, and store it on its account as part of the execution of its obligations (hereinafter the “Data”). These Data constitute personal data within the meaning of Law No. 78-17 of January 6, 1978 amended by Law No. 2004-801 of August 6, 2004 and the General Data Protection Regulation No. 2016/679 of April 27, 2016. He acknowledges being solely responsible for the processing constituted in this capacity.
ACTOME therefore undertakes to respect all legal and regulatory obligations incumbent on it in terms of the protection of personal data aimed at guaranteeing in particular the security and confidentiality of the Data.
To this end, ACTOME undertakes to :
- Do not make any copies of the Data without the express consent of the Buyer,
- Use the Data only on the instructions of the Buyer and in the context of the sale of the products,
- Not disclose or transmit the Data to third parties unless expressly agreed by the Buyer to this effect,
- Take all measures to avoid any misappropriated or fraudulent use of the Data,
- Take all technical security measures to preserve the integrity of the Data,
- Proceed at the end of these General Conditions to destroy the Data.
In accordance with the Data Protection Act of January 6, 1978 as amended and the General Data Protection Regulations, the Buyer has a right of access, rectification, erasure, data portability, limitation of processing of personal data.
The Buyer has a right to object to the processing of data, as well as a right to object to this data being used for commercial prospecting purposes. He also benefits from the right to define the manner in which these rights can be exercised after his death.
Any request in this respect will be sent by email to the address contact@actome.fr or by post to the attention of ACTOME – 110 Rue Paul Forge – 42153 RIORGES – France.
14. APPLICABLE LAW – JURISDICTION CLAUSE
These General Conditions of Sale and orders placed in application of these General Conditions of Sale are subject to French law. In the event of translation of these presents into a foreign language, only the text written in French will have authentic value.
Any question which is not dealt with by these General Conditions of Sale will be governed by French law, the Vienna Convention on the International Sale of Goods of April 11, 1980 being excluded.
By express agreement, will have exclusive jurisdiction in the event of a dispute of any nature or dispute relating to the formation, interpretation, execution of the order or sales concluded, or the termination of commercial relations, and to in the absence of an amicable agreement that the parties will endeavor to seek, the commercial court of ROANNE (42), even in the event of summary proceedings, incidental request or plurality of defendants or warranty appeal.
15. ENVIRONMENTAL CODE
In accordance with articles R. 541-167 et seq. of the Environmental Code, ACTOME has the following unique identifiers :
| Eco-organism | Sector | Unique identifier |
| REFASHION (Eco TLC) | Textiles – household linen – shoes | FR031473_11ZENX |
| Eco-packaging | Packaging (products and delivery) | FR031473_01SHPR |
| Eco-graphic papers | Paper catalogs | FR031473_03DKZW |
| Ecohouse | Furnishing elements | FR031473-10F54C |