FullOceans - General Sales Conditions
Any order accepted automatically entails the complete acceptance by each party, on the one hand, of the customer (hereinafter referred to as "Customer") and FullOceans, on the other hand, of these general conditions of sale (hereinafter referred to as "GSC") in their entirety. When they apply to a particular contract, modifications of or deviations, these GCS must be modified or contradicted only in writing
The goods and services to be supplied under these GSC (hereinafter referred as "Product(s)") are the Products sold on the FullOceans official Internet Website (www.fulloceans.com) (hereinafter referred as "FullOceans Website"), or nay other Product presented by FullOceans in a commercial offer.
Any agreed trade term shall be construed in accordance with the Incoterms in force at the formation of the contract. If no trade term is specifically agreed, the delivery shall be Ex works (EXW). If, in the case of delivery Ex works, FullOceans, at the request of the Customer, undertakes to send the Product to its destination, the risk will pass not later than when the Product is handed over to the first carrier. Partial shipments shall be permitted unless otherwise agreed
If, instead of stipulating a delivery date, the parties have stipulated a period at the end of which delivery must take place, this period runs from the day on which the contract entered into force, all formalities completed, full payment due to the order, any agreed warranties given, and any other conditions precedent having been fulfilled.
If FullOceans expects that it will be able to deliver the Product within the agreed time, it must notify the Customer, orally or in writing, indicating the reason and, if possible, the expected date of delivery.
If the Product is not delivered due to an event of Force Majeure (as mentioned in the corresponding article) or due to an act or omission attributable to the Customer, including the suspension of the contract in the event of Early Non-Performance (as mentioned in the corresponding article), the delivery date is postponed by a reasonable period of time taking into account all the circumstances. This provision applies whether the cause of the delay is detected before or after the agreed delivery date.
If the Product is not delivered on the scheduled date, the delivery date is postponed by a reasonable period of time taking into account all the circumstances. This provision applies whether the cause of the delay has become apparent before or after the agreed delivery date.
If the Customer anticipates that he will not be able to accept delivery of the Product on the delivery date, he must immediately notify FullOceans, indicating the reason and the date on which he will be able to accept delivery. If the Customer is unable to accept delivery, on the delivery date, he must however pay the full price of the order which is payable as if delivery had taken place. FullOceans will make all arrangements at the expense and risk of the Customer to store the Product. At the Customer's request, FullOceans will also insure the Product at the Customer's expense.
Unless the Customer is prevented from accepting the delivery for a cause of Force Majeure (as mentioned in the corresponding article), FullOceans may, in writing, put the Customer on notice to have to accept the delivery within a reasonable final deadline. If, for a reason for which FullOceans is not responsible, the Customer does not receive the delivery within this period, FullOceans may, in writing, terminate the contract in whole or in part. FullOceans is entitled to be compensated for the full amount of the order and the losses it has suffered as a result of the Customer's default.
Unless otherwise stipulated, the contract between the Client and FullOceans is concluded upon payment of a first instalment relating to the case concerned.
Following full payment of the Product(s), FullOceans issues an invoice to the Customer. This invoice is transmitted or available electronically.
For Products intended for export, the Customer must provide an export certificate when paying for the Products. If the export certificate is not provided, FullOceans issues an additional invoice for the amount of applicable VAT. This invoice must be paid in full to finalize the contract between the parties.
Regardless of the means of payment used, any payment is not considered made until the FullOceans account is completely and irrevocably credited.
Any deposit paid to FullOceans is final and non-refundable.
The Product shall remain the property of FullOceans until paid for in full to the extent that such retention of title is valid under the applicable law. The Customer shall at the request of FullOceans assist him in taking any measures necessary to protect the FullOceans title to the Product in the country concerned.
FullOceans shall provide free of charge information and drawings which are necessary to permit the Customer, which is responsible for recovering them in good time, to perform the reception, the assembly, the operation or the maintenance of the Products. Such information and drawings shall be supplied to the Customer by electronic version on FullOceans website, send by mail or by any other means. The Supplier shall not be obliged to provide manufacturing drawings for the Products or for spare parts.
All drawings and technical documents relating to the Products or its manufacture, available on the FullOceans website or submitted by one party to the other, prior or subsequent to the formation of the contract, shall remain the property of the submitting party. Drawings, technical documents or other technical information received by one party shall not, without the consent of the other party, be used for any other purpose than that for which they were provided. They may not, without the consent of the submitting party, otherwise be used or copied, reproduced, transmitted or communicated to a third party.
FullOceans shall remedy any defect or nonconformity (hereinafter referred as "Defects") resulting from faulty design, materials or workmanship detected on rotationally-moulded buoys.
FullOceans warranty is limited to Defects which appear within 7 (seven) years from the date of the invoice for the first purchase of the buoy on which the Defects was found.
FullOceans warranty conditions are defined and framed in the "7 Years Warranty and Liability Conditions" document which could freely be download from the FullOceans Website or send on simple request.
Either party shall be entitled to suspend performance of his obligations under the contract to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances: industrial disputes and any other circumstance beyond the control of the parties such as fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power and Defects or delays in deliveries by sub-contractors caused by any such circumstance referred to in this Clause. A circumstance referred to in this Clause whether occurring prior to or after the formation of the contract shall give a right to suspension only if its effect on the performance of the contract could not be foreseen at the time of the formation of the contract.
The party claiming to be affected by Force Majeure shall notify the other party in writing without delay on the intervention and on the cessation of such circumstance. If Force Majeure prevents the Customer from fulfilling his obligations, he shall compensate FullOceans for expenses incurred in securing and protecting the Product.
Regardless of what might otherwise follow from these GSC, either party shall be entitled to terminate the contract by notice in writing to the other party if performance of the contract is suspended after a Force Majeure cause for more than six months.
Notwithstanding the other stipulations of these GCS concerning the suspension, each party has the right to suspend the performance of its contractual obligations when it clearly results from the circumstances that the other party is unable to perform its obligations. A party suspending its obligations must immediately notify the other party in writing. If the Customer is unable to receive the goods ordered, or to pay the balance of the price of the order, he remains liable for the full amount of the price of the order and the deposits received by FullOceans remain definitely acquired.
Save as otherwise stated in these GSC, there shall be no liability for either party towards the other party for loss of production, loss of profit, loss of use, loss of contracts or for any other consequential or indirect loss whatsoever.
The GSC shall be formed and governed by the substantive law and regulations of France.
The GSC shall be translated in various languages. In case of any dispute concerning the clauses, the French reference text shall be the only relevant version.
Wherever the term "in writing" is used, this shall mean by document signed by the parties, or by letter, fax, electronic mail and by such other means as are agreed by the parties.
For all disputes, controversies, claims arising out of or in connection with the GSC, or with any subsequent modification of the GSC, and dealing in particular but not exclusively with the contract formation, mandatory effects, interpretation, execution, infringement, solving, or even any non-contractual complaint, only the courts of Marseilles (France) or Aix-en-Provence (France) shall be competent.
The parties shall, if both are willing, submit the dispute to a conciliator in order that the dispute is the subject of a prior mediation to any legal procedure.
This mediation is offered in writing by either party by registered letter with acknowledgment of receipt with the name of three mediators and / or prospective mediation organizations. This mediation is organized by any organization or authorized mediator for this purpose and validated consensus by the parties. The party receiving the mediation proposal, must formally respond by return by offering their choice of mediator. The place of mediation is in the territory of Marseilles (France) or Aix-en-Provence (France). Mediation costs are borne equally by both parties.
If within three weeks from receipt of the letter from mediation proposal, the parties were unable to agree on a mediator or in case of silence of one or the parties, each party finds freedom to the competent court in the territory of Marseille (France) or Aix-en-Provence (France).
Similarly, if the mediation cannot find a comprehensive settlement within sixty days from the date of referral to the conciliator, each party finds freedom to seize the competent court in the Marseilles (France) or Aix-en-Provence (France).