Terms and Conditions of Sales (Resellers)

Canellis S.à r.l. General Terms and Conditions of Sales

  1. Acceptance of the present conditions
    Printed conditions called on by the purchaser notwithstanding, every order will be subject to the present sales conditions.Any conditions contrary to the above and stipulated by the purchaser will only be binding on Canellis S.à r.l. if expressly accepted in writing by the latter.
  2. Offers and conclusions of the contract
    1. The validity of offers made by Cannellis S.à r.l. is limited to 30 calendar days.
    2. Any sales agreement is considered concluded once the order form signed by the purchaser has been confirmed by Cannellis S.à r.l.
  3. Prices
    1. The products and services are sold at the price (VAT excluded) shown on the order form or written confirmation. Such prices however do not include transportation / freight and insurance costs, which are clearly shown.
    2. Possible transport and insurance costs will be borne by the purchaser.
    3. Any taxes, duties and costs on the orders of goods at the time of or subsequent to the delivery will be borne by the purchaser, as well as any increase in those duties and taxes taking place after the order has been placed.
  4. Payment
    1. Cannellis S.à r.l. invoices are payable within 30 days of invoicing date.
    2. Cannellis S.à r.l. invoices are payable without set off and any reclamation formulated according to the forms and periods provided for at Article 12 notwithstanding.
  5. Delivery
    1. The terms of delivery of Cannellis S.à r.l. are provided as an indication.
    2. No delay in delivery may entail the award of damages or indemnities of any kind or the termination of the agreement.
  6. Reserve of property
    The property of the goods sold remains that of Cannellis S.à r.l. until the price has been paid in full. Cannellis S.à r.l. reserves the right to take back the goods until the balance of the payment has been settled. The goods delivered may not be pledged or serve as a warranty until full payment of their price.
  7. Returns.Goods sold will not be taken back or exchanged except upon prior written agreement from Cannellis S.à r.l.
  8. Non-payment, penal clause and default interest
    Lacking payment on due date, the amount of every invoice issued by Cannellis S.à r.l. will be lawfully and without prior formal notice to pay from Cannellis S.à r.l. increased by a lump and irreducible contractual indemnity of 15% and contractual interest at a rate of 1% per breached month of delay.
  9. Intellectual property right
    Any promotional support product bearing the logo of one of the « lines » of Cannellis (for ex. Pimente) is protected by the law on copyright : as a consequence, any shop window support, packaging and promotions in general etc… may only be used to other ends than the promotion of Cannellis S.à r.l. products. The purchaser undertakes not to breach the above under penalty of prosecution for breach of copyright and trademark image.
  1. Conformity of the products sold
    The purchaser must notify any claim regarding any lack of conformity of the product or any other kind of claim within 24 hours of delivery.
  1. Warranty
    Every article sold is guaranteed for a period of 12 months from its delivery against any defect in the material or manufacture which the purchaser was unable to discover at the time of delivery. Such warranty is exclusively limited to the replacement or repair of defective parts sold. Such services will be performed upon presentation of the purchase invoice.
  1. Claims
    Any invoice not subject to a written claim by registered letter within eight days of its dispatch will be considered as accepted. It is expressly agreed that the purchaser may not discontinue its payments in the event of any dispute between the parties hereto.
  1. Rescission and termination
    In the case of a sale of goods by Cannellis S.à r.l. and of rescission or cancellation of such sale by the purchaser after acceptance of the confirmation of the order, the purchaser will remain liable towards Cannellis S.à r.l. for the aggregate of the sales price.
  1. Miscellaneous
    The fact on the part of Cannellis S.à r.l. not to call on a failure by the purchaser to abide by any one of its contractual obligations may not be construed as implying in the future any renunciation to avail itself of the same.
  1. Applicable law and jurisdiction clause
    1. The validity, execution and interpretation of the present General Terms and Conditions, as well as any agreement concluded by Cannellis S.à r.l. will be governed by Luxembourg law, the rules of international private law not included.
    2. Any dispute pertaining to the validity, execution and interpretation of the present General Terms and Conditions, as well as any agreement concluded by Cannellis S.à r.l. will be subject to the exclusive competence of the judicial district of Luxembourg.
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