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").
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
4. Date of delivery
If the parties, instead of specifying the date for delivery, have specified a period of time on the expiry of which delivery shall take place, such period shall start to run as soon as the contract is entered into, all official formalities have been completed, payments due at the formation of the contract have been made, any agreed securities have been given and any other preconditions have been fulfilled.
If FullOceans anticipates that he will not be able to deliver the Product at the time for delivery, he shall notify the Customer thereof in writing, stating the reason, and, if possible, the time when delivery can be expected.
If delay in delivery is 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 case of anticipated non-performance (as referred to in the relevant article), the delivery date shall be postponed for a reasonable period of time having regard to all the circumstances. This provision applies whether the cause of the delay occurred before or after the agreed delivery date.
If the Product is not delivered by the due date, the delivery date shall be postponed within a reasonable time in all circumstances. This provision applies whether the cause of the delay occurred before or after the agreed delivery date.
If the Customer foresees that he will not be able to accept delivery of the Product on the delivery date, he must immediately notify FullOceans of the reason and date on which he will be able to accept delivery. If the Customer is prevented from accepting the delivery, on the delivery date, however, he must pay the part of the price that is payable as if the delivery had taken place. FullOceans will take any action at Customer's expense and risk to store the Product. At Customer's request, FullOceans will also insure the Product at Customer's expense.
Unless the Customer is prevented from receiving delivery for a Force Majeure cause (as mentioned in the corresponding article), FullOceans may in writing warn the Customer of having to accept the delivery within one ultimate reasonable period of time. 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 compensation for losses incurred as a result of Customer's failure.
Unless otherwise stipulated, the contract between the Customer and FullOceans is concluded by the full payment of the value of the products to the order. 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 upon payment of the Products. In case of non-delivery of the export certificate, FullOceans will issue an invoice in addition to the applicable VAT (Value Added Tax) amount. This invoice must be fully paid to finalize the contract between the parties.
Regardless of the method of payment used, any payment is not considered to have been made as long as the FullOceans account is not completely and irrevocably credited.
6. Retention of title
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.
9. Force majeure
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.
10. Anticipated non-performance
Notwithstanding other provisions in these GSC regarding suspension, each party shall be entitled to suspend the performance of his obligations under the contract, where it is clear from the circumstances that the other party will not be able to perform his obligations. A party suspending his performance of the contract shall forthwith notify the other party thereof in writing.
11. Consequential losses
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.
12. Disputes and applicable law
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).