1 - Generalities
These terms and conditions are systematically given, essentially with the price list, to the buyer, in order to allow him to place order. So, by placing an order the buyer accepts and agrees to these terms, except other documents, as leaflets, catalogues …issued by Thomas Guinamand, in which terms may be different. For lack of particular clauses concluded between the company and the customer, the firm orders, accepted by the Company Thomas Guinamand will be subjected to the present terms. And no other terms or conditions shall apply, except formal and written acceptance of the seller. If the buyer does not agree to these sales conditions, he will have to send a registered letter with signed receipt to the Company in the fortnight following knowledge of the terms. A negotiation can then be undertaken to reach a possible agreement between the parts. Since the time of 15 days will have passed without demonstration of will on behalf of the buyer, the conditions will be considered as irrevocably accepted without any reserve.

2 - Order acknowledgment
The orders are definitive only after written acceptance by the Company in 10 days following knowledge of the order. They have to be accompanied by serious commercial references. The Company reserves the right to ask for guarantees and to suspend the carrying out of the order, even accepted, until satisfaction. The profit of the order is personal to the buyer and can not be given up without the agreement of the Company.

3- Carrying out of orders
The fires, the floods, the breaking of machines, the strikes, the war and all other accidents or other events not attributable to the Seller, and which take on an irresistible and an unpredictable character, which prevent or reduce the manufacturing or the sales, are considered as circumstances outside one’s control and the Company is not obliged to deliver.

4- Delivery time
Delivery time is given as exactly as possible but without any guarantee. Delays can not give rise to damages, to deduction, to cancellation of current orders.

5- Prices
The Company reserves the right to modify the prices mentioned in the quotation and order acknowledgement in order to take into account variations of elements and economic conditions, which determine them.

6- Guarantee
Without prejudice of the necessary arrangements to be taken toward to the carrier, any complaint on apparent defect or quality of products, as well as the non conformity of the delivered goods to the ordered goods will have, to be valid, to be immediately realized at the receipt or during the collection of the goods in our establishment. In the hypothesis of not visible defects at first sight, the claims will have to reach the Company in writing form in 8 days of the date of arrival of the goods or the date of their collection in our establishment. The buyer will have to be able to supply any justification for the reality of the defect or the noticed anomalies and will have to let the Company proceed to the control of the defect. The guarantee limits itself to the replacement and counts for number of the products that the Company will have recognized defective without any other services nor penalty. The guarantee is not valid in case of bad or abnormal use. The guarantee does not extend to the consequences, nor to the damages, which could result from these inconveniences.

7- Transport
The goods travel at the risk of the consignee, even in case of DDU/DDP shipments. In case of damage or missing goods, the consignee has to make any precise and detailed reserves, all necessary investigations and to confirm the reserves by extra-judicial act or by registered letter with signed receipt to the transport company within 48 hours which follow the receipt of the goods. A copy has to be sent to the Company. The mention “subject to unpacking”, written on the delivery note of the transport company, gives no right to exercise an appeal against the insurer of this last one. When the goods are delivered by the Company, the claims have to be made at once at delivery.

8- Returns
Orders accepted by the Company are firm and definitive. No return can be made because of presence of alcohol in manufactured products and the very strict rule in this matter. In the hypothesis a written agreement has been reached between the parties regarding the return of goods, the buyer has to realize all the formalities and get himself the receipt at Customs and Excise. 25% will be taken off on the initial price. The buyer is always responsible for the costs and the risks.

9- Payment
9.1 -Payment to the head office by bank transfer within 30 days from the invoice date, 1% discount for prepayment. Prices DDU France for any order, which amount comes up to more than 265 EUR. We can adapt the time of credit to the situation of the buyer or/and subordinate the carrying out of the orders to the supply of guarantees or to the preliminary payment of the product. The financial risk of a customer can result especially from his state of insolvency, of commercial references, which we judge insufficient. We can require guarantees, such as guarantee from the official receiver or/and particular payment terms (prepayment, cash on delivery).
9.2 - The agreed dates of payment can not be delayed under any pretexts, including in case of claim. In case of sale, of transfer, of putting back in pledge or of contribution of his business or his product by the buyer, the due sums become at once due.
9.3 - If a due invoice is not paid, even partially, we require after preliminary formal demand :
- a penalty of delay, which amount is equivalent for one and a half time the legal interest rate, calculated according the following methods : A fraction of 1/12 of this rate is applied, by month of delay, to the totality of the sums staying due. This penalty is invoiced on the 30th of each month until the debt is paid, the first invoice being issued on the 30th of the month which follows the one, in which the payment should normally have been made. The sums and penalties recovered by contentious way are raised by a fixed compensation of 15% of their amount. The customer has to pay the legal costs and fees
- immediate payment of all the due invoices
- payment before delivery of any already accepted orders
- the collection costs.
The previous payments of the buyer are charged first to those of our invoices which correspond to the products which would have been used or sold. The non-payment of all or any of the prices payable at maturity, so foreseen, is the cause of termination by rights of any current market with the buyer, without that it is necessary to give the buyer notice to meet his obligations.

10 - The clause of ownership reserve
The ownership transfer of the sold goods depends on the effective payment of the total price by the buyer. Nevertheless, the buyer will bear all the risks of transport as well as those being able to arise following the taking of possession of the goods. At the settlement of the sale contract, he commits himself to insure at his own expense and for the Company the sold goods subject to property. In case of non payment in time, the Company reserves the right to take back the delivered goods and to cancel the sale contract if necessary. The buyer has to watch that the identification of the goods is always possible. Products in stock are presumed to be those outstanding payments. The buyer can sell the goods as part of his normal business. However he will lose this possibility in case of non-payment of the price when due or suspension of payments.

11 - Jurisdiction
For all disputes, suppliers, customers submit to the exclusive jurisdiction of the Courts of the Company headquarter.