Black System (BS) means all companies that are part of the Black System network with all their subsidiaries wherever they are located. The vendor is either BS Europe or a local BS alliance partner.
All offers from the seller are non-binding and subject to possible technical changes. The Buyer is deemed to have accepted the Offer, including these Terms, if the Buyer places an order for the specified products, and is deemed to have accepted the Contract if the Buyer accepts delivery or makes payment installments for products. Orders are subject to confirmation by the seller. The agreement is not deemed to be concluded until the respective seller sends a written confirmation of the order.
1.1 Subject to the conditions agreed in this contract, the seller must deliver the product (s) as specified in the order confirmation (hereinafter: the goods) to the buyer
1.2. For all products, the seller has the right to deliver above or below the quantity ordered for sales within the quantity percentage rate.
0 - 9,999 pieces 50%
10,000 - 29,999 coins 30%
30,000 - 999,999 coins 10% above
from 1 million coins 5%
The tolerances on the quantity are effective for the total quantity ordered as well as for any partial delivery. The tolerances on the quantity listed above do not constitute a defect and cannot be used to substantiate a complaint by the Buyer.
1.3. If the Buyer has not given any special instructions (which have been accepted by the Seller), the order is made with the materials regularly used in the factory in accordance with the usual manufacturing procedures.
2.1 Applicable are Incoterms of the International Chamber of Commerce (by reference the most recent version of Incoterms at the date of conclusion of the contract).
3.1. All prices are net prices. Applicable taxes and other charges such as duties, customs, tariffs, taxes and government imposed surcharges are shown separately on Seller's invoice, unless stated in the base price and will be reimbursed by Buyer .
3.2. All prices quoted are firm for thirty (30) days from the date of the offer. In the event of a significant change in the prices of raw materials and transport, the Seller has the right to adjust the prices.
3.3. Price adjustments even during a fixed price period can be renegotiated in the event that the costs of factors affecting production change (e.g. costs of energy, labor, transport, logistics) greater than 5% on the total price of the goods in the currency of the seller and / or the exchange rate between the seller and the buyer. If no reasonable agreement can be reached, the seller reserves the right to unilaterally terminate the sales contract. If the Buyer cancels the order, the seller will invoice the Buyer for the full cost of the raw material that he reserved for the order plus any additional costs incurred in preparing the order. The buyer agrees to bear these costs.
3.4. Unless otherwise agreed, the agreement is based on the euro currency, the official national currency of the French Republic.
4. Payment terms
4.1. The seller submits invoices to the buyer for each delivery or partial delivery of goods or services.
4.2. Invoices include the purchase order number, description of the goods, dates of shipments, quantities
4.3. The seller and the buyer reserve the right to proceed with factoring. Payment is made by transfer to the seller's bank account or to the factoring bank if not otherwise agreed.
4.4. The Buyer will pay for the merchandise within 30 calendar days of the invoice date, unless otherwise agreed. For any late payment, the Buyer must automatically pay the seller late payment penalties at a rate representing three times the annual legal interest rate in force in France and a minimum fixed compensation of 40 (forty) euros, due. from its full right.
4.5. The buyer agrees to bear all expenses related to the collection of a debt, such as, in particular, collection costs or other costs required to bring appropriate legal action. The buyer is only entitled to initiate if the Buyer's counterclaims have been established as legally binding or if they are acknowledged in writing by the seller.
5.1 The seller must make available to the buyer (or must present to the bank specified by the buyer) the necessary documents such as packing list, commercial invoice, customs documents corresponding to the CCI incoterms that the parties have selected for this contract.
6. Non-fulfillment of the buyer's obligation to pay the price at the agreed time
6.1. If the Buyer does not pay the price on the agreed date, the Seller sets the Buyer an additional 14 days for payment. If the Buyer does not pay the price at the expiration of the additional period, the Seller may declare this contract terminated in accordance with Article 10 of this contract.
6.2. If the Buyer does not pay the price on the agreed date, the Seller may, without prejudice to its other rights, demand default interest on the amount outstanding (for the period before and after the judgment) at the rate of three times the annual legal interest rate in force in France.
7. Failure by the Seller to deliver the goods at the agreed time
7.1 If the Seller does not deliver the Goods on the agreed date, the Buyer sets the Seller an additional 4 weeks for delivery. If the Seller does not deliver the Goods after the expiration of the additional period, the Buyer may declare this contract terminated in accordance with article 10 of this contract.
8. Lack of conformity
8.1 The Buyer examines the Goods or has them examined as quickly as possible if the situation permits.
8.1.1. The buyer informs the seller within one day in the event of visible damage to the goods and is required to indicate the damage on the carrier's delivery papers. All costs resulting from non-declaration may be incurred by the buyer.
8.1.2. The Buyer shall notify the Seller of any lack of conformity of the Goods, specifying the nature of the lack of conformity, within three days after he has discovered or should have discovered the lack of conformity. In any event, the Buyer loses the right to rely on a lack of conformity if he fails to inform the Seller of the lack of conformity within six months from the date on which the Goods were actually delivered to the Purchaser.
8.2. If the Buyer has given the Seller a notice of non-compliance, he may choose to:
8.2.1. Request delivery of the missing quantity of the Goods from the Seller, at no additional cost to the Buyer;
8.2.2. Request the Seller to replace defective Goods with compliant Goods, at no additional cost to the Buyer;
8.2.3. Request the Seller to repair the Goods, at no additional cost to the Buyer;
8.2.4. Reduce the price in proportion to the difference between the value that the Goods actually delivered had on the date of delivery and the value that the compliant Goods would have had on that same date. The Buyer cannot reduce the price if the Seller replaces the defective Goods with conforming Goods or repairs the damaged Goods in accordance with Articles 8.2.2 and 8.2.3 of this article or if the Buyer refuses to accept the means of repair. offered by the Seller;
8.2.5. Declare this contract terminated in accordance with article 10 of this contract.
The Buyer is, in any case, entitled to claim damages.
9. Transfer of ownership
The Seller delivers to the Buyer the Goods referred to in article 1 of this contract, free of any right or any claim of a third party.
10. Termination (annihilation) of the contract
10.1. There is a breach of the contract if a party does not perform its obligations arising from this contract, including when the performance is defective, partial or late.
10.2. There is an essential breach of this contract when:
10.2.1. Strict compliance with the obligation, which has not been performed, is an essential element of this contract;
10.2.2. Failure to perform substantially deprives the obligee of what it was reasonably entitled to expect under this contract.
10.3. In the event of a breach of the contract within the meaning of article 10.1 of this article, the injured party notifies the other party an additional period of four weeks to perform the contract. During this additional period, the injured party may suspend the performance of its reciprocal obligations and claim damages, but may not declare this contract terminated. If the other party does not perform its obligation within the additional period, the injured party may declare this contract terminated.
10.4. In the event of an essential breach of this contract within the meaning of article 10.2 of this article, the injured party may declare this contract terminated without setting an additional period for the execution of the contract by the other party.
10.5. A declaration of termination of this contract is only effective if it is notified to the other party.
11. Force majeure - excuse of non-performance
11.1. By “force majeure” we mean a war, an emergency situation, an accident, a fire, an earthquake, a flood, a storm, a strike or any other event of which the prevented part proves that it escaped its control. control and that could not reasonably have been taken into account at the time of the conclusion of the contract, or the consequences of which could not be prevented or overcome.
11.2. A party does not violate this contract when it is prevented by force majeure and it is not liable to the other party for the delay in performance or the non-performance of its obligations arising from this contract when the delay or the non-performance is due to force majeure of which it has informed the other party in accordance with the provisions of article 11.3. The period of performance of the obligation is extended accordingly subject to article
11.3. If a case of force majeure has occurred preventing or being likely to prevent the performance by one or the other party of its obligations under this contract, the prevented party informs, within a reasonable time, the other part of the nature of these circumstances and their consequences on its ability to perform its obligations.
11.4. If the performance by a party of its obligations arising from this contract is prevented or delayed by force majeure, for a continuous period of more than three months, the Parties negotiate in good faith and make every effort to agree on the changes to be made to this contract or to find other just and reasonable arrangements to mitigate the consequences of force majeure. However, if they do not agree on the changes or arrangements within a further 30 days, the other party may terminate this contract by giving written notice to the party prevented by force majeure.
12. Completeness clause
12.1. This contract constitutes a complete agreement between the Parties. Neither Party has entered into this contract on the basis of a declaration, guarantee or commitment of the other party which is not expressly stated or mentioned in this contract. This article does not exclude the liability of the Parties in the event of false declarations.
12.2. This contract can only be modified by written agreement of the Parties (which may be electronic).
Any notification relating to this contract must be in written form (which may be electronic) and may be served either by filing or by sending it to the address of the other party in a manner that demonstrates proper receipt. of said notification.
14. Dispute settlement procedure
Any dispute, dispute or claim arising from this contract, or relating to this contract or its conclusion, interpretation, execution, violation, termination or nullity will be settled by the courts of Versailles / France which will have exclusive jurisdiction. In the event that the seller and the buyer are of the same nationality, they can usually decide to use a local court.
15. Applicable law and guiding principles
15.1 The questions relating to this contract which are not regulated by the provisions contained in the contract are regulated by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980 hereinafter referred to as CISG). Matters not dealt with by CISG are governed by the UNIDROIT Principles of International Commercial Contracts (hereinafter referred to as the UNIDROIT Principles); matters which are not dealt with by the UNIDROIT Principles are governed by the national regulations of the country where the seller has its registered office.
15.2 This contract is executed in a spirit of good faith and loyalty.