TERMS AND CONDITIONS OF SALE – SPECTRUMS EUROPE
Sales made by SPECTRUMS EUROPE, a French SAS with a share capital of 150.000€, registered in
the commercial registry of Paris under number 835 051 103, having its registered office at 1, rue de Stockholm, 75008 Paris (hereinafter the "Seller") to any professional buyer (hereinafter the "Customer") are subject to these Terms and Conditions.
In accordance with Article L. 441-6 of the French Commercial Code, the General Terms and Conditions of Sale constitute the sole basis of the commercial negotiation. They are communicated to any Customer and prevail over any clause that may appear on the Customer's documents, including any conditions of purchase or similar documents. The parties may derogate from certain terms herein, depending on the negotiations conducted between them, by the establishment of special conditions that will be indicated in the Quotation.
2. PURPOSE / PRODUCTS
The Seller, as importer and wholesaler, offers for sale "phytocannabinoid" type products, intended for subsequent use by Customers in industrial processes (hereinafter the "Products"). The Products are more fully described in the Seller's Price List and in the Product Data Sheets provided by their manufacturers. These Products are exclusively intended to be sold to professional clients of the "laboratory" type.
3. SAMPLES / DATA SHEETS
Before any order, at request of the Customer, the Seller may send samples, Product Data Sheets and certificates of analysis of the Products whose purchase is envisaged. Delivery times will depend on the availability of these samples in stock. Certificates of analysis are issued by independent laboratories and under their own responsibility. The Seller then guarantees the correspondence between the Products ordered and the samples sent in advance.
4. QUOTATION / ORDER
Any request for Products by the Customer is subject to the issue by the Seller of a Quotation, sent by any means, including electronic (email). All Quotes have a maximum validity of fifteen (15) days and become obsolete beyond. The Quote includes the types of Products, their quantities considering the required minimums indicated in the Price List, and their prices. Any order implies for the Customer the signature of the Quotation issued by the Seller, accompanied by its company stamp and the unconditional acceptance of the present Terms of Sales, whether or not reproduced on the back of the Quotation. Any modification of the Quotation by the Customer entails its nullity. The signed Quote is then sent to the Seller by any means, including electronic. Once the Quotation is received, the Seller sends the Customer an invoice corresponding to the full payment of the order, as stipulated below. The signed Quotation is then sent to the Seller by any means, including electronic, along with the advance payment, in accordance with point 7.1 below.
5. CHANGE / CANCELLATION OF ORDER
Once the Quotation is signed and received by the Seller, all orders are considered firm and final, unless written acceptance of the Seller.
The prices are fixed within the Price List in effect at the time of the order and depend on the quantities ordered. Prices are given in euros and in mg of active ingredient for a total weight per kg of raw material. The Price List has a validity period of three (3) months, the Customer is therefore invited to make his request considering this period of validity, otherwise the Quote sent by the Seller will include the price of the updated Price List. The prices indicated on the Price List include, unless otherwise stated in the Quotation, the price of the Products as well as their standard packaging costs and include the delivery in (Metropolitan) France. Applicable VAT will be the one in effect on the day of delivery. Prices and delivery costs for other member countries of the European Union, are subject to a specific pricing upon request of the Customer.
7.1 Unless otherwise stated in the Quotation, any order must be subject to an advance payment of 50% of the amount of said order, paid at the same time than the acceptance of the Quotation. The remaining 50% must be paid before delivery of the Products. In the absence of payment under these terms, the order will automatically be cancelled by the Seller. Seller will issue corresponding invoices.
7.2 Specific payment terms may be granted by the Seller on the Quotation, if applicable after validation by the credit insurance company consulted. In that case, no additional discount shall be granted by the Seller for early payment. The non-payment of a single invoice entails the immediate payment of all outstanding amounts owed by the Customer and the suspension of any new delivery, without prejudice to any other action that the Seller would be entitled to bring. In the event of non-payment by the Customer on the invoice date, it shall be automatically liable, without prior notice, to penalties corresponding to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points. In addition, in accordance with Articles L. 441-3 and L. 441-6 of the French Commercial Code, any late payment automatically entails the application of a lump sum indemnity for recovery costs, amounting to forty (40) euros. The amount of this indemnity will be increased by the actual costs of recovery on justification, if these costs are higher.
The Customer is informed that the Products are not stored in the Seller's premises. The Seller will ensure from the manufacturers of the Products, at the time of issuance of the Quotation, that they are available as well as an estimated delivery time. The Seller is entitled to partial deliveries and invoices. It is brought to the attention of the Customer that between the issuance of the Quotation and its acceptance, all or some of the Products ordered may no longer be immediately available. In this case, the Seller will notify the Customer as soon as possible of the new deadline envisaged for the delivery of the Products. The Seller will make its most reasonable efforts to respect the delivery date that may be indicated on the Quotation or elsewhere, but without specific and written agreement of the parties, no compensation or penalties will be due in the event of late delivery including in case of customs clearance difficulties or for any other reason beyond the control of the Seller. In case of a delay superior than thirty (30) days after the indicated date, the Customer may however request the cancellation of the order, without compensation or penalties, by registered letter. Unless otherwise stated in the Quotation, delivery in (metropolitan) France is governed by DDP Incoterm (incoterms 2010®), delivered duty paid "agreed place of destination". The Seller delivers the Products to their destination when they make them available at the place specified in the Quotation, ready to be unloaded at their destination. The delivery of customers located in a member country of the European Union and the associated costs will be subject to a specific quote indicating the price of the order and additional delivery costs.
9. RECEIPT OF PRODUCTS
The Customer, or his agent, must check the Products at the time of their receipt. It is the Customer's responsibility to exercise any effective remedy against the carrier in accordance with the time and conditions set out in Article L. 133 of the French Commercial Code. To be valid, any reservations or complaints relating to the conformity of the Products and any apparent defects must also be confirmed to the Seller by registered letter with acknowledgment of receipt within a period of ten (10) days, indicating all the necessary information. After this period and failing to comply with these formalities, the Products will be deemed compliant and free from apparent defects and no claim may be validly accepted by the Seller.
10. DUTY OF CUSTOMER TO INFORM ITSELF
The information contained in the Data Sheets relating to the characteristics, suitability and use of the Products does not relieve the Customer of carrying out his own inspections and tests. Having no control over the manufacture, composition or use of the Products, the Seller makes no warranty, express or implied, as to the effects of their use or the fitness of the Products for a particular purpose. The Products are not intended for medical use or purpose and in particular to diagnose, treat, cure or preventatively. The Customer must determine under its own responsibility the conditions of use and safety of the Products and will be solely responsible for their harmful consequences. Samples must in particular enable the Customer to carry out the necessary tests and trials to ensure that the Products are in accordance with the use envisaged by the Customer. Since the Client is a professional in his own specialty, it is his responsibility to be particularly vigilant in the study of these samples, Product Data Sheets and Certificates of Analysis and to ensure the suitability of the Products for the intended purposes and local regulations applicable to their use, including their importation procedures. The Customer is also required to respect the legal and administrative provisions relating to the storage and the subsequent use of the Products as well as the prescriptions of the Safety Sheets accompanying the Products.
The Seller guarantees having the authorization of the manufacturers of the Products to sell them to the Customers. The Products benefit from a contractual guarantee for a period of six (6) months from the date of delivery, covering the non-conformity of the Products and any hidden defect, whether material, design or manufacturing defect, affecting the Products. In order to assert his rights, the Customer shall, failing which any action relating thereto will be null and void, inform the Seller, by registered letter, of the existence of defects within a maximum period of fifteen (15) days from their discovery, and prove this non-conformity or defect. The guarantee is limited, at the option of the Seller, to the replacement or the refund of the Products recognized as non-compliant or defective. The replacement of all or part of the Products will not have the effect of extending the duration of the warranty. Warranty is excluded in case of misuse, abnormal use, negligence or lack of maintenance or storage by the Customer, as in case of normal wear of the Product or force majeure. The processing, the addition of other elements and the use of the Products are carried out at the exclusive risks of the Customer.
12. RESPONSIBILITY - INSURANCE
The liability of each of the parties is, in all cases, limited to compensation for direct and foreseeable damages suffered by a party, excluding any indirect, consequential or immaterial damages (including, but not limited to: loss of turnover, loss of profits...). The maximum amount of damages that may be due by one party to the other is limited, for all causes, to the amount invoiced for the concerned order. The Seller declares that he holds an insurance covering his professional liability.
13. RISK AND TITLE
13.1 transfer of property
The transfer of ownership of the Products sold is deferred until full payment of the price, regardless of the delivery date of the Products. The Customer undertakes, therefore, to insure, at its expense, the Products, for the benefit of the Seller, by an ad hoc insurance, until full transfer of ownership and to justify to the latter upon delivery.
13.2 Risk transfer
The transfer of risk, loss and deterioration relating to the Products occurs at the moment when the Customer physically takes possession of it, according to the applicable Incoterm, or, for the DDP Incoterm, when the Products are made available to the Customer at agreed place of destination, as specified in the Quotation.
14. FAILURE TO FULFILL
Any default by a party to fulfil its obligations under the present Terms and Conditions (in particular refusal to take delivery of the Products or failure to pay at the due date) will automatically entail the other party to refuse to execute or to suspend the performance of its own obligations.
15. FORCE MAJEURE
The events defined in Article 1218 of the French Civil Code and the cases usually recognized as such by French case law are considered as cases of force majeure. A change of regulation related to the Products will also be considered as a case of force majeure. The obligations incumbent upon each of the parties will resume their course as soon as the event constituting a case of force majeure ceases. If the case of force majeure lasts more than two (2) months or if it makes the sale definitively impossible, the order will be terminated at the request of the most diligent party, by registered letter with acknowledgement of receipt, without any compensation.
In accordance with Article 1195 of the Civil Code, in the event of unforeseeable circumstances after the order is placed, the party which has not agreed to assume an excessively costly execution risk may request renegotiation of the order with the other party, accordingly with the provisions of the same article.
17. INTELLECTUAL PROPERTY
The Products sold are likely to be marketed under registered trademarks and / or be patented. The Customer is therefore prohibited from using the Products in conditions that may infringe these intellectual property rights of third parties. These Terms and Conditions do not imply any assignment or grant of intellectual property rights to one party to another.
If a stipulation is declared void or inapplicable for any reason, the remainder of the Terms of sales remains valid and enforceable as if that stipulation was not part of it. This stipulation must be replaced by an appropriate stipulation which, insofar as the law permits, is as close as possible to what the parties wanted.
The fact that one party does not claim against the other party any of its rights under any of the clauses of these Terms and Conditions does not affect the right of that party to invoke them, subsequently, at any time, regardless of the length of the abstention. Similarly, the fact that a party does not rely on the breach of any of the clauses of these terms of sales does not constitute a waiver of the right to invoke that breach or a new breach of the same clause at a later date, any other clause, nor waiver of the clause itself, and this regardless of the duration of the abstention.
Only the French version of these Terms of Sale will prevail over any other translated version in case of difficulties of interpretation or incoherence between the terms.
21. APPLICABLE LAW – JURISDICTION
These Terms of Sale and the resulting sales are subject to French law excluding the Vienna Convention. Any dispute relating to these Terms of Sale and the resulting sales, including their validity, interpretation, performance or termination, shall be submitted to the exclusive jurisdiction of the Commercial Court of Quimper (France), notwithstanding the plurality of defendants and warranty claims, including emergency procedures and precautionary procedures, in summary or on request.