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General Conditions of sale of the company DKSH Italy S.p.A. (version 1.0 as of August 17, 2017)

1. Generalities
1.1 These current general sale conditions (« Conditions ») will apply to any current and future order for products (« Products ») or associated services (« Services ») provided to the Customer by DKSH France S.A, personalized or not.
1.2 Validity of the offers made by the company DKSH is limited to 8 days.
1.3 All delivery shall be preceded by a contract, which will be considered as concluded between the company DKSH and the Customer, as soon as DKSH will have accepted a Customer’s order or received the acceptance, in writing from the Customer of an offer. Once the Contract is concluded, no cancellation of order can be taken into consideration unless it has been authorized in writing by DKSH, and the price will be due. In case of an acceptance by DKSH of an order cancellation, quantities manufactured relating to the order and available at the date of the cancellation will be however delivered and invoiced to the customer who shall accept delivery. If the Customer asks for a fast delivery/execution and if DKSH accedes to its request, the Client accepts that the invoice including the Conditions constitutes the basis of the Contract.
1.4 Commercial information and technical specifications mentioned in the DKSH brochures have an indicative value.
2. Prices, restrictions to import and to use
2.1 The Products will be sold accordingly to the Incoterm 2010 specified in the Contract. Price of the Products and/or the Services will be those specified on the receipt of the order accepted by DKSH or on the accepted proposal.
2.2 Except where otherwise stipulated in writing, all prices specified are exclusive of tax and all other rights and taxes applicable are in charge of the Customer.
2.3 Except where otherwise stipulated in writing, the Customer shall obtain at its own costs and risks, all import licenses or other official authorization for the Products 
2.4 The Customer shall conform to the legal obligations regarding the use of the Products and shall also check that he will not infringe potential existing patents. The use of the Products is under the sole and entire liability of the Customer.
3. Paiement conditions
3.1 Except where otherwise stipulated in writing, invoices are payable by 30 days following the invoicing date, without any deduction of any kind and no discount in case of advance payment. Payment shall be made in the currency mentioned in the invoice and transferred on the account also mentioned in the invoice.
3.2 If the payment has not been made at the relevant payment date, a late penalty at a rate corresponding to three (3) times the French legal interest rate will be added, automatically, to the amount of the unpaid invoice without any notice period neither follow-up letter. The Customer shall indemnify within reasonable limits, DKSH or its principal for all costs borne linked to the collection of the unpaid invoices.
3.3 A compensation of € 40 is payable on each invoice paid late, from the first day of delay.
4. Delivery
4.1 DKSH will do its best effort to deliver the Products and/or the Services on the dates mentioned but those shall only be considered as indicative dates. DKSH will inform immediately the Customer in case of delay. Only a delivery delay of more than 15 days can entail the cancellation of the order.
4.2 Except where otherwise stipulated in writing, partial shipment or deliveries are authorized. Each partial shipment or delivery will be considered as forming a separate Contract. Discrepancy which could represent until 10% of the quantity ordered and calculated on the basis of the total quantity to be delivered and not on each partial delivery effectively realized will be admitted; only the quantity effectively delivered will be invoiced.
4.3 If the Customer does not take delivery of the delivered Products, the company DKSH shall, a part from the other rights and legal proceeding it has, (1) store the Products and invoice the Customer the storage costs and, (2) after having noticed the Customer in a reasonable time, sell the Products on the best price which can be easily obtained and invoice to the Customer the economic loss compared to the price fixed in the Contract plus the storage costs and costs linked to the sale.
5. Title retention – Risk transfer
5.1 The risk of loss or damages of the Products shall take place according to the Incoterm 2010 specified in the Contract.
5.2 Notwithstanding the delivery of the Products, and the risk transfer which is associated, the property transfer of the Products is subject to the full payment of the price of the Products in principal and ancillary costs due in application of the Contract. Delivered Products and not paid can be back even if the Customer enters into bankruptcy under the conditions of articles L624-16 and L624-18 of the French Commercial Code.
5.3 As long as the Products have not been fully paid, the Customer shall keep them in condition permitting to identify them as being the property of DKSH and will supply on DKSH request all document to insure perfection of security interest of the DKSH intellectual property rights and will insure them against any usual risks once they will have been delivered.
5.4 In case of payment failure, DKSH reserves the right to take back immediately the Products and for this purpose, the Customer grants hereby to DKSK France SA and to its employees the irrevocable right to enter in any premises where are stored the Products.
5.5 If one of the Products is resold by the Customer before having been fully paid, the Customer will cash the profit of this sale and will add a priority security to the DKSH benefit for all payment due to DKSH for this Product.
6. Control and acceptance of the Products and Services
6.1 At the delivery time of the Products or the performance of the Services, the Customer shall check their conformity to identify any potential defects or inadequacy.
6.2 The Customer shall, as from the reception and at the latest within thirty (30) days following the delivery of the Products and/or the performance of the Services, report in writing to DKSH any obvious defects or inadequacy otherwise the Client shall be considered having accepted the Products or Services.
6.3 The notification of the defects or inadequacy during the time limit doesn’t discharge the Customer of its obligation of payment and acceptance of the ordered Products and Services. Claims considered acceptable and well-founded shall give rise to the replacement of the concerned Products and/or Services or to a credit note, at the DKSH choice.
7. Warranty
7.1 The Customer is the sole judge of and is solely responsible for the suitability for their end use of the ordered Products and/or Services.
7.2 Subject to the limitation of liability stated in these general conditions and except where otherwise stipulated in writing, DKSH guarantees that the products shall work accordingly with the specifications stated in the Contract for a period of 6 months as of the delivery. DKSH guarantees that the Services will be performed in a good and workmanlike manner that could be reasonably expected.
7.3 When a valid claim regarding the Products or Services and bringing into play the warranty is sent to DKSH within the provided time limits, DKSH shall, at its sole discretion, replace, repair, execute again or modify free of charge the Products or Services or a part of these. DKSH may also reimburse in full the price or a part of it being stated that DKSH liability cannot be involved beyond such limit 7.4 Any Product return linked to a claim under the warranty shall not be made before having received instructions and an agreement from DKSH, the shipment costs of the Products sent back being supported by the Customer. The Customer will assume the risks and fees connected to the return of the Products.
7.5 Warranty is excluded for incidents after delivery resulting from storage by the Customer or from improper use not complying with our Products.
8. Liability
8.1 If, for its proper fault, DKSH does not deliver the Products, its liability will be limited to 10% of the amount of the invoice
8.2 As a principle, the total amount of the damages which could be claimed by the Customer, in case of direct damages, is limited to the price exclusive of tax of the Contract subject to the dispute. DKSH is not liable for any declaration, warranty, condition or deadline whatever it is, expressed or implied, for all and any indirect losses such as loss of profit, income, business, revenue, intangible asset elements or any other loss resulting or not from the negligence of DKSH, its employees or its principals.
9. Force majeure (Act of God)
9.1 DKSH shall not be liable towards the Customer, for any loss or eventual damage suffered by it and resulting directly or indirectly from the fact that the supply of the Products and/or the Services is prevented, impeded, delayed or become non profitable because of event beyond the DKSH control as (including but not limited to) the lack of supply delivery to DKSH by its suppliers, raw materials or energy shortage, transport interruptions and, provided that these events were not foreseeable, or wars, terrorism acts, strikes, lockouts, orders, law, regulations, demands or requirements coming from a state authority or a governmental organism ( “Acts of God”),
9.2 All obligations of DKSH in application of any contract whatever it is will be suspended during the period of the events constituting acts of god. If this period persists beyond 60 days, each of the parties could terminate the Contract informing immediately the other party without involving its liability towards the latter, being specified that it does not discharge the Customer from paying DKSH for the delivered Products and/or Services provided before termination of the Contract.
10. Packaging
10.1 The company DKSH will not take back packaging materials except if it is legally bound by a law in force. 
10.2 The Customer accepts to get rid of the packaging materials at its own costs.
11. Termination
In the event of a failure by the Customer to comply with any of its obligations, which is not remedied within thirty days following the sending of a notice by registered letter with acknowledgment of receipt, notably in the case of payment failure, or action of the Customer attempting to side its insolvency, any financial difficulties posing a risk to stop its business, or should the Customer infringes DKSH’s notoriety and/or brand image, DKSH may be entitled, in addition to all potential damages, to terminate with immediate effect all or any part of the contract and/or suspend the fulfilment of any performance or deliveries relating to the contract, without assuming any liability for its breach. Any sums due on the part of the Client shall be payable immediately.
12. Miscellaneous
12.1 For every Contract, whatever it is, these general conditions will constitute the whole agreement concluded between DKSH and the Customer and replace any prior agreement or arrangement signed between the parties relating to the principal subject of the Contract.
12.2 Neither modification nor any addition made to these general conditions shall be valid before having accepted in writing by the Parties.
12.3 The fact that DKSH does not exercise or does not apply one of its rights resulting from these general conditions cannot be considered as a waiver to its right neither as an impediment to the exercise or enforcement of this right at any time afterwards.
12.4 If one of these provisions or a part of one of the provision of these general conditions be regarded as illegal or unenforceable by a competent tribunal, this illegality or unenforceability shall not affect the other provisions or part of provision which shall remain in force.
12.5 The Customer cannot, without the prior written consent of DKSH, assign, replace, convey or insert in a subcontract a part or all of its rights and obligations in application of any contract whatever it is.
13. Applicable law, Litigation, Collection procedure 13.1 ALL CONTRACTS AND THESE GENERAL CONDITIONS SHALL BE SUBJECT AND INTERPRETED IN APPLICATION OF THE FRENCH LAW WITH THE EXCLUSION OF THE CONVENTION OF VIENNA ON THE INTERNATIONAL SALE OF GOODS OF APRIL 11TH 1980.
13.2 For enforcement of the Contract, each party elect his domicile at the place of its registered head office for DKSH being in MIRIBEL (ain).
13.3 Tribunal competent to judge disputes resulting from the present Contract and relating to, including any debt collection proceedings will always be the Bourg en Bresse Tribunal of Commerce, provided that the Parties have not agreed specifically, in writing, on mediation or arbitration proceeding. DKSH reserves the right to initiate a debt collection proceeding or any other proceeding against any Customer before any legal court and in the territory of its choice.