Sarl GP INTERNATIONAL, 3 rue, Marcel Carné 91080 COURCOURONNES

Clause No. 1: Purpose

The general terms and conditions of sale described below detail the rights and obligations of GP INTERNATIONAL and its customer in connection with the sale of the following goods:

Optical frames and sunglasses

Any service provided by GP INTERNATIONAL therefore implies the buyer's unreserved acceptance of these general terms and conditions of sale.

Clause No. 2: Prices

The prices of the goods sold are those in effect on the day the order is placed. They are denominated in euros and calculated excluding taxes. Consequently, they will be increased by the VAT rate and shipping costs applicable on the day of the order.

GP INTERNATIONAL reserves the right to modify its prices at any time, but undertakes to apply the rates in effect that were indicated at the time your order was placed.

Any planned price changes and their impact on contractually agreed prices must be discussed between our two companies and shall, in the event of an agreement, be formalized by an amendment. 

Clause No. 3: Discounts and Rebates

The proposed rates include any discounts and rebates that GP INTERNATIONAL may grant, taking into account its performance results or the assumption of certain services by the buyer.

Clause No. 4: Terms of Payment

Invoice payment is due within 30 days:

• Either by direct debit
• Or by LCR (Bill of Exchange) or Promissory Note
• Or via a central purchasing body

Clause No. 5: Late Payment

En cas de défaut de paiement total ou partiel des marchandises livrées au jour de la réception, l’acheteur doit verser à la société GP INTERNATIONAL une pénalité de retard égale à trois fois le taux de l’intérêt légal.
Le taux de l’intérêt légal retenu est celui en vigueur au jour de la livraison des marchandises.

As of January 1, 2015, the legal interest rate shall be revised every 6 months (Ordinance No. 2014-947 of August 20, 2014). This penalty is calculated on the total amount including VAT of the sum remaining due, and shall accrue from the payment due date without any prior formal notice being required.

In addition to late payment penalties, any amount, including down payments, not paid on its due date shall automatically trigger the payment of a fixed recovery fee of 40 euros. Articles L. 441-6, I paragraph 12 and D. 441-5 of the French Commercial Code.

Clause No. 6: Termination Clause

If, within fifteen days following the implementation of the "Late Payment" clause, the buyer has not settled the remaining sums due, the sale shall be automatically terminated and may entitle GP INTERNATIONAL to an award of damages.

Clause No. 7: Retention of Title Clause

GP INTERNATIONAL shall retain ownership of the goods sold until full payment of the price, including principal and any incidental costs. In this regard, if the buyer is subject to court-ordered restructuring or liquidation, GP INTERNATIONAL reserves the right to reclaim, within the framework of collective proceedings, the goods sold that remain unpaid.

Clause No. 8: Delivery

Delivery is carried out:

• Either by the direct handover of the goods to the buyer;
• Or at the location indicated by the buyer on the order form via a carrier.

The delivery lead time indicated at the time of order registration is provided for information purposes only and is in no way guaranteed.

Consequently, any reasonable delay in delivery not exceeding ten business days shall not entitle the buyer to:

• The award of damages;
• The cancellation of the order.
• In the event of missing or damaged goods during transport, the buyer must state all necessary reservations on the order form upon receipt of said goods. These reservations must also be confirmed in writing within five days following delivery, by registered mail with acknowledgement of receipt or by email to our customer service department (contact@gpinternational.fr)

Clause No. 9: Force Majeure

GP INTERNATIONAL shall not be held liable if the non-performance or delay in the performance of any of its obligations described in these General Terms and Conditions of Sale results from an event of force majeure. By force majeure is meant any external cause, whether foreseeable or not, of an irresistible nature or whose effects would substantially alter the economic balance of the sale for GP INTERNATIONAL. Events such as strikes, lock-outs, fires, floods, riots, wars, or shortages of fuel, energy, transport, or materials are considered events of force majeure, even if they are only partial and regardless of their cause.

Clause No. 10: Warranties

The Seller's contractual obligations shall be automatically suspended and the Seller shall be released from liability in the event of occurrences likely to halt or reduce manufacturing or the transport of goods, or to prevent the normal execution of sales. Similarly, the Seller shall not be held liable in the event that the products sold are stored under abnormal conditions or conditions incompatible with their nature.

The Seller's warranty is limited to the replacement of goods recognized as defective, to the exclusion of any damages for any reason whatsoever, including but not limited to loss of materials, loss of profit, etc., and generally for any alleged loss, whether direct or indirect; the Buyer must verify the goods prior to use or resale. The warranty period is set at two years from the date of purchase of the product from the supplier.

To guarantee the quality of its products and protect its brands, the Seller shall have the right to reclaim, regardless of location, any products whose quality is in doubt; the Buyer agrees to provide assistance, notably regarding logistics and by taking inventory of the stock.

Clause No. 11: Account Closure

Clause No. 11: Account Closure GP INTERNATIONAL reserves the right to close a customer account in the event that no product orders have been placed over the last 24 months, or if the quantity of products purchased is less than 15 units within 24 months. Closed accounts will no longer be supplied with products or spare parts.

Clause No. 12: Industrial and Commercial Property

The sale of the products does not confer any right upon the Buyer to the trademarks or distinctive signs affixed to these products.

The Seller reserves the right to refuse the distribution of advertising messages that are disparaging or prejudicial to its brands. When the Buyer lists the Seller's products online, the Buyer agrees to use only photos and logotypes provided by the Seller, for which prior written consent is mandatory.

Clause No. 13: Jurisdiction

Any dispute relating to the interpretation and execution of these General Terms and Conditions of Sale is subject to French law.

Failing an amicable settlement, the dispute shall be brought before the Commercial Court of EVRY.

Governing Law

Any dispute relating to the interpretation and execution of these General Terms and Conditions of Sale is subject to French law, to the exclusion, in international matters, of the United Nations Convention on Contracts for the International Sale of Goods, done at Vienna on April 11, 1980.