AXP Racing SARL
PARC DU MOULIN A
391 AVENUE CLEMENT ADER
59118 WAMBRECHIES (FRANCE)
Tel. +33 (0)3 28 36 88 82
Terms and Conditions of sale
A. Application of these Terms and Conditions
These Terms and Conditions are applicable to the sale of Motorcycle protection gears and accessories products (“Products”’) by AXP Racing SARL, a French limited liability company (“AXP-R”) to customers, (“BUYER” or “BUYERS”) ordering the Products for use worldwide, except for Europe. The term “Customer,” as used herein, means the distributor, resale dealer, original equipment manufacturer or first end-user customer that purchases the Products.
Any other terms and conditions, including the BUYER's own terms and conditions of purchase shall be disregarded, whether referred to when ordering or not.
No variation of these Terms and conditions will be binding upon AXP-R unless agreed to in writing and signed by an officer or other authorized representative AXP-R.
B. Competent Buyers
Each BUYER is deemed to be competent enough to master the use of the Products. Each BUYER is solely responsible for determining its own needs and has to make sure it has the right equipment and adequate environment to use the Products.
Specifically, AXP-R has no duty to explain the BUYER the use of the Products, or to do anything more than delivering the products.
The BUYER is responsible for compliance with state, national and international laws and regulations governing the shipping, storage, processing, and trade of products. AXP-R makes no representation that its products conform to state or local laws, ordinances, regulations, codes or standards and will not warrant damages to the product arising from noncompliance with such laws and regulations.
However, notwithstanding anything to the contrary in these Terms and Conditionsin case the BUYER is a consumer, the provisions related to right of withdrawal pursuant to section 121-21 of the French Consumer Code will apply, and such BUYER will have the right to cancel the order within 14 days following the reception of the Products, provided that the BUYER pays for the return shipping costs, using the original packaging, and with Products in perfect conditions.Once the Products are returned, AXP-R will refund the BUYERwithin 10 days. However the right of withdrawal shall not apply to custom made Products.
C. Prices and conditions of payment
Prices are EXW AXP-R's facilities in WAMBRECHIES (FRANCE) in accordance with the Incoterms 2010.
When quoted on documents such as circulars, letters, catalogues or estimates not yet accepted, prices are not final. Catalog pricing does not include shipping, handling but will make mention of the VAT, at the French rate. The VAT shall be included in the purchase orders and final invoice, in all applicable cases.
AXP-R reserves the right to amend its price list at any time without notice or justification (e.g. in the event the prices of materials that are incorporated into the goods rise prior to the delivery of such goods by AXP-R, the latter may without notice or justification adjust the prices by written notice to BUYER; such adjustments shall be made in accordance with a formula, determined solely by AXP-R, designed to pass on the increased cost of such materials).
The invoicing shall be made in Euros at the applicable price at the date of receipt of BUYER's written order (including e-mail order), provided delivery is within a month of receipt of BUYER's written order.
All prices are exclusive of any applicable VAT, sales tax or other tax or duty and the customer shall be liable for the same.
AXP-R shall determine means of payment (Paypal, credit card, bank transfer, other).
Special conditions might apply to wholesalers on a volume based. Payments, if made by letters of credit (irrevocable and confirmed) must have a bank address.
Special conditions might apply to wholesalers and/or dealers
Please contact AXP-R at firstname.lastname@example.org
Failure to pay any draft or installment on the due date shall mean that all previously unmatured debts shall become due at once.
In such a case, any further delivery will be made only against cash on delivery. Any late payment shall incur interest at the monthly rate of 1.5%.
D. Orders and delivery
Products shall be ordered on the BUYER's signed letter-head, with the commercial seal or stamp affixed on it,or any document clearly identifying BUYER and its address and sent by e-mail to AXP-R at email@example.com. Products may also be ordered though AXP-R’s website, whenever available.
Purchase Orders (PO) submitted by the BUYER to AXP-R shall specify the accurate quantity of products ordered. However, AXP-R may deliver a quantity which is five percent (5%) more or less than the ordered quantity and BUYER will accept and pay for the quantity delivered.
Such PO shall not bind AXP-R unless they have been accepted within five (5) working days following receipt of the Order by AXP-R.
No order shall be deemed accepted without AXP-R's written acceptance (including by e- mail), which acceptance shall specify the delivery date of the products. That delivery date is nevertheless approximate only, and AXP-R shall not be liable for, nor shall AXP-R be in breach of its obligations to BUYER because of any delivery made within a reasonable time of the stated delivery date. AXP-R may, by written notice to BUYER, change any delivery date, and such date shall become the agreed upon delivery date unless BUYER delivers to AXP-R its objection to such date in writing (including e- mail) within ten (10) days of receipt of AXP-R 's notice.No total or partial cancellation of an Order already accepted by AXP-R shall be valid, without AXP-R's written acceptance.
All shipments, deliveries and performance of work covered by these terms and conditions shall at all times be subject to the prepayment of the price unless ABUYER has obtained a credit approval fromAXP-R, under such other terms or conditions or security arrangements as AXP-R, in its sole discretion, deems appropriate, provided however that such credit approval may be revoked or modified at any time by AXP-R.
AXP-R reserves the right to make any changes in specification, construction, design, brand designation, labeling and packaging of the Products, without notice or justification at any time. AXP-R shall not be required or obliged to furnish the BUYER with any such changes in any of the Products previously delivered.
E. Intellectual Property
No right, title or interest in any patents, trademarks, tradenames or trade secrets, know-how or the like or in any pattern or design of any such Products shall pass to the BUYER.
F. Retention of title
Any and all risks of loss or damage to the Products shall pass to the BUYER with delivery EXW AXP-R's facilities in WAMBRECHIES (FRANCE) in accordance with the Incoterms 2010.
AXP-R reserves a security interest in any Products sold to the extent of the invoiced sum and will retain title on all goods sold and delivered until a complete payment of the amount due. If BUYER defaults under any obligation hereunder, it agrees to make the Products available so that AXP-R can repossess them without a breach of the peace. For the purpose of implementing the above provision, the Products which are still under the control of the BUYER will be considered as those still unpaid. A copy of the invoice may be filed with appropriate authorities at any time as a financing statement. Upon AXP-R's request, BUYER will execute any instruments AXP-R shall desire in order to perfect its security interest.
G. Limited warranty and liability- Return and refund policy
Unless specified otherwise, AXP-R guarantees that the Products to be delivered hereunder, if properly used and serviced, will be free from defects for six months following date of delivery, but ONLY if it can be proved that the BUYER properly used and serviced the Products.
(Exclusion of warranties): NO IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHT SHALL APPLY TO THE PRODUCTS DELIVERED HEREUNDER, NOR ANY OTHER WARRANTY, WHETHER EXPRESSED OR IMPLIED, except as set forth in this warranty.
AXP-R neither assumes nor authorizes any other person to assume any other liabilities in connection with the sale or use of any of its products. In addition, AXP-R disclaims any warranty for faults in Products which originate from improper handling or storage of the Products.
If any Product furnished by AXP-R fails to conform to the above warranty, through no fault, misuse, negligence, or reasons under the sole control of BUYER, AXP-R's sole and exclusive liability shall be, at its sole option, either to repair, replace, or refund BUYER provided that:
- BUYER notifies AXP-R in writing (including e-mail), within 7 days from the date of delivery, that such product failed to conform and furnishes a detailed explanation of any alleged deficiency, together with the purchase order or invoice number, referenceof the product and quantities, failing which Buyer’s right for a refund or a replacement shall be forfeited; No refunds or replacements shall be made based on the claim of non achievement of scientific results.
- AXP-R, in turn, gives its express and prior consent to have the product returned and issues a return number;
- The alleged defective product is returned to AXP-R plant at BUYER's risk and expense in adequate packaging (so that AXP-R is ensured that the alleged defect had not been caused in transport) within 8 days from AXP-R’s acceptance of the return, failing which Buyer’s right for a refund or a replacement shall be forfeited;
- AXP-R, in turn, acknowledged the claimed deficiencies and confirmed that they were not caused by accident, misuse, neglect, alteration, improper installation, repair or improper testing.
If the Product is found to be defective by AXP-R, AXP-R will reimburse BUYER for the transportation charges.
AXP-R shall have a reasonable time to repair or replace the defective product or refund BUYER.
IN NO INSTANCE SHALL AXP-R BE LIABLE TO BUYER OR ANY THIRD PARTIES FOR ANY LOSS OF PROFITS; COUNTERFEITING; LOSS OF USE; CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR OTHER DAMAGES WHETHER IN AN ACTION BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED HEREUNDER, EVEN IF AXP-R IS AWARE OF SAME OR COULD REASONABLY FORESEE THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.
In no event shall AXP-R be liable for any use by BUYER of the Products or any loss, claim, injury, damage or liability, of whatsoever kind of nature, which may arise from or in connection with the sale, or the use, handling or storage of the Products. BUYER agrees to indemnify, defend, and hold harmless AXP-R, its officers, agents, and employees from any liability, loss or damage they may suffer as a result of claims, demands, costs or judgments against them arising out of the use or disposition of the Products by BUYER, except to the extent resulting from the gross negligence or willful misconduct of NATX- RAY.
In all instances, AXP-R's liability shall be LIMITED TO ONE THOUSAND euros (€1,000) maximum.
Notwithstandinganything to the contrary in these Terms and Conditions, in case the BUYER is a consumer, then the Products will benefit from the legal warranty of conformity, the legal warranty against hidden defects pursuant to section 1641 et seq. In case of non conformity of the Product sold, it may be exchanged or refunded. All claims, request for exchange or refund must be made in writing at AXP-R address or by email at firstname.lastname@example.org within the applicable timeframe prescribed by law.
Productsmust be returned in their original packaging and shipping charges will be reimbursed upon submission of proper documentation.
H. Applicable law
These Terms and Conditions shall be governed by and constructed in accordance with the laws of the French Republic.
The courts of Lille, France shall have exclusive jurisdiction to adjudicate any disputes arising from the construction or performance of these Terms and Conditions. In any legal action to enforce, or arising out of a sale subject to, the instant conditions, the prevailing Party shall be awarded all court costs and reasonable attorneys fees incurred.