General Terms and Conditions of Sale

I – OBJECT

The General Terms and Conditions of Sale described below detail the rights and obligations of CORSO MAGENTA and its Client. Any intervention or sale by the company CORSO MAGENTA implies the unreserved acceptance of the Buyer of these Terms and Conditions of Sale.
These General Conditions of Sale cancel and replace those previously communicated. They are subject to future modifications.

II – CONTRACT DOCUMENTS

Our catalogs, prices and other advertising or promotional material do not constitute an offer. We reserve the right to withdraw without notice a product from our ranges or to modify its characteristics.

III – PRICE

Our prices are in euros and are always indicated excluding taxes. They will be surcharged of the VAT and all the fiscal and Para fiscal taxes applicable at the time of the invoicing.
Prices quoted in our offers may be subject to conditions or to a limited period of validity. CORSO MAGENTA grants itself the right to modify its tariffs at any time according, in particular, to the increase of the cost of raw materials. However, it undertakes to invoice the goods ordered at the prices indicated when the order is registered.

Unless agreed otherwise in writing, our prices are always for goods transported from our warehouses (Ex work).

IV – ORDERS

Any Purchase order to our Company implies, on the part of the Buyer, the unreserved acceptance of these General Terms and Conditions of Sale as well as any special conditions that may have been placed on our offers or order confirmations which he acknowledges having read.
Orders are validated only by:

Either the acceptance of the quotation presented by the commercial department of CORSO MAGENTA, materialized by the signature of the Buyer, his identity and the stamp of his company.
Or by the issuance of an order acknowledgment of receipt (OAR) following the sending of a written order form by the Buyer.
This recorded confirmation will be worth proof of the transaction and obligation to pay the indicated price.

CORSO MAGENTA reserves the right not to register a payment and not to confirm an order for any reason and more particularly in case of a supply problem or in case of a difficulty concerning the order received.
The Buyer’s terms and conditions of purchase are not applicable and do not bind us, even if they appear on his order forms.

V – DELIVERY AND CLAIMS

Delivery times are given for information only and without commitment on our part, even when they appear on our OAR.
Under no circumstances may delays in delivery entitle the Buyer to cancel the order, refuse the goods or claim damages.
The products that are object of a specific manufacture such as those of the range “Mise en Scene”, requiring a digital treatment, will be delivered according to the deadlines studied on a case by case basis.

Our Company reserves the right to make partial deliveries.

Our products are always sold “ex warehouse CORSO MAGENTA”, so that when our company organizes the transport, it does so for the account and at the risk and peril of the Buyer, even when their price is stipulated free.
In case of delivery on site, the precise place of unloading, which must be clearly specified by the Buyer on his order form, must be accessible by roadway, without danger and without risk. The Buyer undertakes that the delivery vehicle can proceed to the unloading step without risk and in the shortest time possible.

It is the responsibility of the Buyer to check the quality and quantity of the products upon receipt and, in the event of damage to the delivered products or missing items, to make all necessary reservations with the carrier.
Any product that is not subject to reservations by registered letter with acknowledgment of receipt within 3 days of receipt with the carrier, in accordance with Article L. 133-3 of the Code of Commerce, and a copy of which is to be sent simultaneously to CORSO MAGENTA, will be considered as accepted by the Buyer.

It is up to the Buyer to provide all the justifications as to the reality of the defects or missing ones found. No return of product may be made by the buyer without the prior written consent of the company CORSO MAGENTA, obtained by fax or email.
The return costs will be borne by our Company only in the case where an apparent defect or missing items is actually noted by the latter or his representative.

Only the carrier chosen by our Company is entitled to return the products concerned.
When after inspection, an apparent defect or a missing article is actually noticed by the company CORSO MAGENTA or its agent, the Buyer may only ask the latter to replace non-conforming items and / or the complement article to fill the missing at the expense of the latter, the Buyer cannot claim any compensation nor the resolution of the order.
The claim made by the Buyer under the terms and conditions described in this article does not suspend the payment by the Buyer of the products concerned and cannot in any case justify a payment default.
The responsibility of the company CORSO MAGENTA cannot, under any circumstances, be blamed for facts during transport, destruction, damage, loss or theft, even if it has chosen the carrier.
Suspension of deliveries: In the event of non-payment in full of an invoice that has fallen due, after formal notice that has no effect within 48 hours, CORSO MAGENTA reserves the right to suspend all deliveries in progress and / or to come.

VI – PRODUCTS WARRANTY

The company CORSO MAGENTA is bound by the legal guarantee of conformity under the conditions of article L. 211-4 and following of the Code of Consumption and that relative to the hidden defects of the thing sold under the conditions provided for in articles 1641 and following of the Civil Code. These guarantees are independent of any additional commercial guarantee that may be granted beforehand.

As part of the implementation of the legal guarantee of conformity, the Buyer:
– is allowed a period of two years from the date of delivery of the goods to act;
– can choose between the repair or the replacement of the goods, subject to the conditions of cost provided for in the article L. 211-9 of the code of consumption.
If the products have been used, or in general are no longer in the condition in which our Company has delivered them, as long as the defects or manufacturing defects that are the subject of the complaint could be detected before the use of these products, no claim will be accepted.
Our Company cannot be held responsible:
– Of the non-respect of our technical prescriptions (Technical Clauses of implementation)
– The non-use of the prescribed products or the non-compatibility of the condition of the receiving surfaces with our prescriptions and also the lack of preparation of the supports in reference to the rules of the art and to the uses,
– Non-compliance with the conditions of use and maintenance.
The Buyer may also decide to implement the guarantee against hidden defects of the goods sold within the meaning of Article 1641 of the Civil Code. The Buyer can then choose between the resolution of the sale or a reduction of the selling price in accordance with article 1644 of the Civil Code.
To benefit from these guarantees, the Buyer must notify without delay and by registered letter with acknowledgment of receipt our Company and must allow us to make the necessary findings.

VII – FORCE MAJEURE

The responsibility of CORSO MAGENTA cannot be implemented if the non-execution or the delay in the execution of one of its obligations described in these General Conditions of Sale arises from a case of force majeure. In this regard, a force majeure means any external event, unforeseeable and irresistible within the meaning of Article 1148 of the Civil Code (war, mobilization, total or partial strike, lock out, difficulties in supplying energy, fire or any other event that we could not control that could prevent or reduce deliveries are considered a case of force majeure giving us the option to suspend our commitments or if necessary to terminate them).

VIII – INTELLECTUAL PROPERTY

CORSO MAGENTA is the sole owner of all “intellectual property” rights relating to the materials it produces, and this, in all these aspects of invention / creations / achievements, of all kinds and in what form that it would be; it follows that the use by the Buyer, in its communication, of one of our trademarks or corporate names is strictly subject to our prior written agreement.

IX- Confidentiality and Nondisclosure of Confidential Information

The Receiving Party of the disclosed Confidential Information and their officers, agents and employees shall:
1 Hold in confidence and not distribute, disclose or disseminate in any way or form, neither completely nor in extracts, the Confidential Information to anyone except its employees, advisors, officers, trainees or employees of affiliates whose access to such Confidential Information is required to perform their duties in connection with the proposed Purpose and who are bound, whether as a condition of their employment contract or otherwise, to confidentiality obligations of at least equal scope to this Agreement.

“Affiliates” of a Party hereunder shall mean any legal entity directly or indirectly controlling, controlled by, or under common control with a Party to this Agreement for so long as such control lasts. Control of an entity shall exist through the direct or indirectcontrol of 50% or more of the nominal value of the issued equity share capital of the entity or 50% or more of the equity’s shares entitling the holders to vote for the election of directors or persons performing similar functions.

2 Refrain from using the Confidential Information for any purpose other than the proposed Purpose, in particular not for a commercial purpose or for its own or a third party benefit, unless otherwise agreed by the Disclosing Party in writing.

3 Undertakes not to modify, copy, reproduce, reverse engineer, decompile, dissemble or analyze samples other than expressly authorized within this Agreement or is necessary to fulfill the Purpose of this Agreement.

Products provided by one party to the other will not be analyzed by or disclosed to any third party, and at the disclosing party’srequest, any products or samples not consumed in the Project are to be destroyed or returned to the disclosing party upon completion of the Project.

X – PAYMENT

Payment of orders is made by bank transfer. When registering the order, the buyer must pay a deposit of 40%, as part of a special order or work, of the total amount of the invoice, the balance is to be paid 30 days by the end of the month.
Orders placed by a Buyer domiciled outside Metropolitan France will be fully paid in advance. The organization and transportation costs, customs duties or other local taxes or import duties that may apply are the sole responsibility of the Buyer.

In the absence of an expressed agreement to the contrary, the goods are payable at Nanterre, headquarters of CORSO MAGENTA, without discount.

The company CORSO MAGENTA will also have the faculty, before the acceptance of any order, as in the course of execution, to obtain from the Buyer the communication of its accounting documents, and in particular the income statements, even provisional ones, allowing it to appreciate its solvency.
In case of refusal by the Buyer of the cash payment without any sufficient guarantee being proposed by the latter, CORSO MAGENTA may refuse to honor the order (s) placed and deliver the product concerned, without the Buyer being able to argue an unjustified refusal to sell, or claim any compensation.

The specific deadlines are specified on each invoice.
The company CORSO MAGENTA reserves the right to request the payment against-repayment in all cases where it deems it necessary.
Payments stipulated “cash” must be made, according to commercial practice within a period of 10 days not to be exceeded.
By express agreement, any delay in the payment of a due date automatically entails, and without formal notice:
a) Immediate repayment of all sums due in whatever capacity, and regardless of the method of payment originally provided for.
b) Payment by the Buyer of penalties fixed at 3 times the legal interest rate, in accordance with Article 121-II of Law N ° 2012-387 of 22-03-2012 and Decree 2012-1115 of 02- 10-2012.
In addition to the late payment, any sum, including the deposit, not paid on its due date, will automatically result in the payment of a lump sum of 40 euros due for recovery costs. These penalties are due by right without a reminder being necessary and will automatically be charged to the accounts of the Buyer.
The legal interest rate used is that in force on the day of delivery of the goods.
This penalty is calculated on the amount inclusive of the sum remaining due, and runs from the due date of the price without any prior notice is required.
c) In case of recovery by litigation or legal, the sale price due by the buyer is automatically increased by 10% for recovery fees without prejudice to damages and interest for costs.

XI – RESERVATION OF PROPERTY

The transfer of ownership of the products of CORSO MAGENTA is suspended until full payment of the price of these by the Buyer, in principal and accessories, even if payment terms are granted. Any contrary clause, notably inserted in the general conditions of purchase, is deemed unwritten, in accordance with Article L. 624-16 of the Commercial Code.
By express agreement, CORSO MAGENTA may exercise the rights it holds under this retention of title clause, for any of its claims, on all of its products in the possession of the Buyer, these latter being conventionally presumed to be the unpaid ones, and our Company will be able to take them back or to claim them in compensation for all its unpaid invoices, without prejudice of its right of resolution of the current sales.

In this regard, our Buyers undertake to immediately notify us of their cessation of payment, to proceed or to let proceed as soon as the opening of a bankruptcy proceedings to the existence of products belonging to the company CORSO MAGENTA in their stock or on their worksites in order to reserve for it during a reorganization or a judicial liquidation, the right to claim, in the framework of the collective procedure, these sold products and remained unpaid.

The resale right of our Company shall also apply, where applicable, to the price or part of the resale price of the products, as well as to the insurance indemnity which would be subrogated to them.
The Buyer may resell these unpaid products only in the normal course of business, and may in no case pledge or grant security on his unpaid inventory.

In case of a default of payment, the Buyer will refrain from reselling his stocks up to the amount of unpaid products.
These provisions do not preclude the transfer to the Buyer, upon delivery, of all the risks of loss and damage to the products sold, as well as any damage they may cause.
The Buyer is obliged to inform the company CORSO MAGENTA in writing of any measure taken by third parties on said products, for example seizures made.
In case of non-payment of a single deadline, our Company reserves the right to demand the return of the delivered products. This claim may be made by any means: registered letter, contradictory inventory, bailiff’s summons.
In the event of resale or transformation by the Buyer, this latter undertakes, at the first request of our Company, to assign all or part of the claims acquired on the sub-purchasers, up to the amounts still due.

XII – ATTRIBUTION OF JURISDICTION

In all disputes relating to the interpretation and execution of these General Conditions and Terms of Sale, the jurisdiction of Nanterre is the only jurisdiction competent, even in case of plurality of defendants or guarantee call and only the French law is applicable.