TERMS AND CONDITIONS
ARTICLE 1 - PURPOSE AND APPLICATION
1.1 - All orders for products implies acceptance by the buyer and his full acceptance of these terms and conditions shall prevail over any other document of the buyer, including all terms and conditions of purchase, except derogatory express agreement and our society.
1.2 - These apply to all sales of products by our company unless prior specific agreement with the order agreed in writing between the parties.
Consequently, the placement of an order by a client wins unconditional acceptance of the latter, the present general conditions of sale, unless special conditions agreed in writing by us to the buyer.
1.3 - Any other document that these terms and conditions including catalogs, brochures, advertisements, notices, is merely informative and indicative, non-binding.
ARTICLE 2 - INTELLECTUAL PROPERTY
All technical documents delivered to our customers remain the exclusive property of our company, the sole owner of the intellectual property rights on these documents, and must be returned upon request.
Our customers agree not to make any use of these documents may adversely affect industrial or intellectual property rights of our society and undertake not to disclose to any third party.
ARTICLE 3 - ORDER
3.1 - Definition
Per order means any order for our products on our rates, and accepted by our company, together with payment of the deposit may be provided on the order form.
3.2 - Change
3.2.1 - Commands on our society are irrevocable for the customer, unless agreed in writing by us.
3.2.2 - Any request for modification of the composition or size of an order placed by a customer will not be taken into account by our company unless the request is made in writing including fax or email, and reached our society, no later than 8 days after receipt by us of the initial order.
In case of modification of the order by the customer, our company will be loosed agreed deadlines for its implementation.
ARTICLE 4 - DELIVERIES
4.1 - Time
4.1.1 - Delivery times are given for information only and indicative, these particular depending on the availability of carriers and the order of arrival of orders.
Our company strives to meet the delivery time she tells the acceptance of the order, depending on the reference period in the logistics profession and to execute orders unless force majeure or in the event of circumstances beyond its control, such as strikes, frost, fire, storm, flood, epidemic, supply difficulties, but are not limited.
Delays in delivery can not give rise to any penalty or compensation or motivate the cancellation of the order.
4.1.2 - Any delay compared to the indicative delivery time originally planned, can not justify cancellation of the order placed by the customer and recorded by our company.
4.2 - Risks
The transfer of risk on products sold by our company is made to the delivery of goods to the carrier.
4.3 - Transport
It is the customer in case of damage or missing goods delivered, to make all necessary reservations to the carrier.
Any product that has not been the subject of reservations by registered letter within 3 days of receipt from the carrier, in accordance with Article L. 133-3 of the Commercial Code, and copies shall be sent simultaneously to our society will be considered accepted by the customer.
4.4 - Reception
4.4.1 - Without prejudice to be taken by the vis-à-vis the customer carrier as described in Section 4.3, in case of defects or missing, any claim of whatever nature, relating the products delivered, will be accepted by us only if it is made in writing, by registered letter, within 3 days provided for in section 4.3.
4.4.2 - It is up to the purchaser to provide any justification as to the reality of the defects or missing reported.
4.4.3 - No return of goods can be made by the customer without the express prior written approval of our company, obtained in particular by fax or email.
Return costs will be borne by society as if an apparent defect, or missing, is indeed found by the latter or his agent.
Only the carrier selected by our company is authorized to make the return of the products.
4.4.4 - When, after control, a defect or a missing is indeed found by our company or its agent, the customer can not ask our society that the replacement of non-conforming products and / or addition to be made to fill missing the expense of the latter, without the latter being entitled to any compensation or resolution of the order.
4.4.5 - The reception without reservation of products ordered by the customer covers all apparent defects and / or missing.
Any reservation must be confirmed in accordance with section 4.4.1.
4.4.6 - The claim made by the purchaser under the terms and conditions described in this article do not suspend the payment by the customer of the goods concerned.
4.4.7 - The responsibility of our company can under no circumstances be held liable for acts during transport, destruction, damage, loss or theft, even if she chose the carrier.
4.5 - Suspension of supplies
In case of full non-payment of a bill expired after formal notice has no effect within 48 hours, our company reserves the right to suspend any ongoing delivery and / or future.
4.6 - Cash
All orders that we accept are run, given the fact that the client has adequate financial guarantees and it actually will pay the amounts due at maturity according to the law. Also, if our society has serious or particular reason to fear payment difficulties on the part of the customer on the date of the order, or after it, or if the customer does not have the same guarantees as the acceptance of the order date, our company can make acceptance of the order or the pursuit of his performance to a cash payment or the provision by the customer, guarantees for the benefit of our society.
Our company will also have the option, before accepting any order as running, to require the customer communication of its accounting records, including income statements, even-looking, allowing it to assess its creditworthiness .
In case of refusal by the customer's cash payment without sufficient guarantees being proposed by the latter, our company may refuse to honor the (the) order (s) placed (s) and deliver the goods concerned, without the customer could argue a wrongful refusal to sell, or to claim any compensation.
4.7 - Control Refusal
In the event that a customer would pass an order to our company without having made the payment of (the) order (s) Previous (s), our company can refuse to honor the order and deliver the goods concerned without the customer being entitled to any compensation for any reason whatsoever.
ARTICLE 5 - PRICE - PRICE
5.1 - Price
5.1.1 - Our tariff applies to all our customers, at the same time. This may be revised upwards during the year without prior information of our customers.
Any price changes will automatically apply to date on the new tariff.
5.2 - Price
5.2.1 - Our prices are fixed by the tariff in force at the date of placing the order. They are always exclusive of taxes, unpackaged products made in our stores.
Except as expressly provided, for products not in the catalog, the price may be changed due to changes in their economic components between order and delivery.
5.2.2 - Our prices are port, without the express prior agreement agreed with the client.
The fact that the shipment is made "free prepaid port" or has charged to the customer's account, to carry out the shipment of the order and as such, we have chosen the carrier , does not alter the above rules and the effects attached to the date of availability of the merchandise in our stores.
5.2.3 - They are calculated net without discount and payable on the day of the availability in our stores.
For prices specified amount, any order for a lesser amount, results in a change of the price indicated.
5.2.4 - Unless otherwise agreed, delivery delays do not constitute any cancellation, modification of the contract. They do not give rise to damages. The penal clauses from commercial documents of our clients we are not enforceable.
5.2.5 - The deadlines set out in an order is accepted by our company and the commitment under the following conditions: respect for the customer payment terms and payment installments, providing timely technical specifications, no delay in the preparatory study or work, no case of force majeure, social, political, economic or technical impeding the progress of our factories or supply components, energy or raw materials.
5.2.6 - Unless otherwise agreed, the packaging is determined and prepared by our company. They are charged in addition to the prices quoted and are not included.
ARTICLE 6 - PAYMENT
6.1 - Payment
Our invoices are payable from the date of the provision, as specified in Article 5 above.
The due date on the bill.
Only the actual collection of checks will be considered to constitute full payment within the meaning of these terms and conditions of sale.
6.2 - Non-payment
6.2.1 - Any amount not paid when due will result in the payment by the customer of penalties set at a half times the legal interest rate. Pursuant to Article L. 441-6 of the Commercial Code, these penalties are due by right, upon receipt of the notice informing the recipient that we brought them to his flow.
6.2.2 - In addition, our company reserves the right to request the competent court so that he may put an end to this failure, in daily penalty per day of delay.
ARTICLE 7 - RESERVATION
7.1 - Transfer of ownership of our products is suspended until full payment thereof by the client, in principal and accessories, even in case of deferral of payment. Any contrary clause, notably inserted in the general conditions of purchase, shall be disregarded in accordance with Article L. 621-122 of the French Commercial Code.
7.2 - By express agreement, our company will be able to play its rights under this retention of title clause, for any of its debts, on all of its products in the customer's possession, the latter being conventionally presumed to be unpaid, and our company will take them back or claim them as compensation for all unpaid bills, without prejudice to its right of rescission of sale under way.
7.3 - The customer can sell its unpaid products as part of the normal operation of the undertaking and can not in any way pledge or grant security over its outstanding stock. In case of default in payment, the client will not sell its stocks to the extent of the amount of unpaid products.
If authorization to resell, we can use the broader term following:
The purchaser is entitled, as part of the normal operation of its business, to resell the goods supplied. But it can not and pledge or transfer ownership as security.
Upon sale the buyer agrees to immediately pay our company the remaining part of the due price.
Upon sale, the buyer agrees to immediately notify our company to enable it to exercise its right to any claim on the price in respect of third party purchaser. The resale authorization is automatically withdrawn in the event of bankruptcy or liquidation.
If permission to convert, add:
The purchaser is entitled under the normal operation of his business to transform the delivered goods.
When processed, the buyer agrees to immediately pay our company the remaining part of the due price.
The buyer assigns, already the property of the object resulting from the processing to ensure the rights of our company referred to in the first paragraph.
In case of seizure or other third party intervention, the buyer is required to notify our company immediately; authorization processing is automatically removed in reorganization or liquidation.
7.4 - The company may also require, in case of non-payment of a bill due to the cancellation of the sale after sending a simple notice. Similarly, our company can unilaterally after sending a formal notice, make or cause to make an inventory of its products in the customer's possession, committed, already, to allow free access to its warehouses, shops or other to this end, ensuring that the identification of the company's products is always possible.
7.5 - In case of opening a bankruptcy procedure or liquidation of assets, current orders will be automatically canceled and our company reserves the right to claim the goods in stock.
7.6 - The present clause does not prevent the risk of the goods are transferred to the buyer upon delivery to it.
7.7 - As of the delivery, the buyer is made custodian and guardian of the goods.
In the case of non-payment, unless we prefer to seek the full execution of the sale, we reserve the right to cancel the sale after notice and claim the goods delivered, the cost of return the responsibility of the buyer and payments being we acquired as a penalty.
ARTICLE 8 - GUARANTEE OF VISIBLE DEFECTS AND HIDDEN
8.1 - The products must be checked by the customer upon delivery and all claims, reserve or dispute relating to missing and visible defects must be made under the conditions laid down in Article 4. In case of defects, defective parts are replaced by us, subject to verification of alleged defects.
The customer must provide any justification as to the reality of the defects, our company reserves the right to, directly or indirectly, to any findings and audit.
8.2 - The termination of existing defects at the time of delivery, and revealed at the reception of the products, must be made by the customer in writing within three days of the date on which it discovered the lack of conformity. No information will be taken into account if it takes more than 3 days from the delivery of products.
8.3 - No action for non-compliance can not be held by the customer more than 7 days after delivery of the products.
It is expressly agreed by the customer acceptance of these terms and conditions after the expiry of that period, the customer may invoke the non-compliance of the products nor oppose it into counterclaim to defend on the occasion of an action to recover debts incurred by our company. Failure to comply with these conditions, the responsibility of our customer vis-à-vis society, because of a defect, can not be questioned.
8.4 - Defects and deterioration consecutive products delivered to abnormal conditions of storage and / or storage at the customer, especially in case of an accident of any kind whatsoever, may not be eligible for the guarantee owed by our society.
8.5 - Under the implied warranty, our company will not be held that the free replacement, defective goods, without the customer being entitled to obtain damages for any cause whatsoever.
8.6 - Our company guarantees its products against hidden defects, in accordance with the law, customs, jurisprudence, and the following conditions:
Our guarantee only applies to hidden defects. Our clients are professionals, the latent defect means a defect product realization making it unsuitable for its use and not likely to be detected by the purchaser before use. A design flaw is not a hidden defect and our customers are deemed to have received all the technical information about our products.
We do not cover the damage and wear resulting from an adaptation or a special assembly, abnormal or not our products unless the product has been produced under our supervision.
Our warranty is limited to replacement or repair of defective parts.
Our parts are deemed used by our customers at the latest within 3 days of the provision. In any event our clients must prove the date of commencement of use. Our guarantee automatically ceases at the end of this period.
Our guarantee automatically ceases when our client has not warned us of the alleged defect within 20 days from its discovery.
ARTICLE 9 - FORCE MAJEURE
Are considered as force majeure or fortuitous events, the events beyond the control of the parties, they could not reasonably be required to provide, and could not reasonably have avoided or overcome, but since their occurrence makes it completely impossible to perform the obligations.
Include treated majeure or fortuitous necessity discharging our company from its obligation to deliver within the time originally planned: the strikes of all or part of the staff of our company or its usual carriers, fire, flood, war, production downtime due to unforeseen failures, inability to obtain supplies of raw material, epidemics, thaw barriers, roadblocks, strikes or EDF-GDF supply disruption, or supply disruption for reasons not attributable to our company, as well as any other cause of disruption of supply due to our suppliers.
In such circumstances, our company will notify the customer in writing, including by fax or email within 48 hours of the date of occurrence of events, countering the binder our company and the customer will be suspended automatically without compensation to after the occurrence of the event date.
If the event were to last longer than 30 days from the date of occurrence of the latter, the sales contract between our company and the client may be terminated by either party, without either party to be eligible for the award of damages.
Such termination shall take effect on the date of first presentation of the registered letter, denouncing said sales contract.
ARTICLE 10 - JURISDICTION
10.1 - The address for service is made by our company, at its headquarters.
10.2 - Any dispute concerning the application of these general conditions of sale and their interpretation, their execution and sales contracts entered into by our company, or payment of the price shall be brought before the Commercial Court seat our society, regardless of the location of the order, delivery, and payment and mode of payment, and even in cases of appeal or plurality of defendants.
Bills of exchange do novation or exemption from this jurisdiction clause.
10.3 - The attribution of competence is general and applies whether a principal claim, a cross-claim, action at the bottom or referred.
10.4 - In addition, in the event of legal action or other debt collection action by our company, summing costs, justice, and the fees of lawyer and bailiff, and all additional costs will be the load of the offending client, as well as costs related to or arising out of non-compliance by the customer payment terms or delivery of the relevant order.
Any dispute that may result from this contract will be submitted to arbitration, to the exclusion of any recourse to the courts.
The arbitration shall be determined as follows:
the party wishing to submit a dispute to arbitration shall notify the other party by registered letter indicating the nature of the dispute;
each party shall designate the month the arbitrator chosen and notify the other by registered letter;
if a party does not choose an arbitrator within the time specified above, the other may refer Mr. President of the Commercial Court of Lyon for the appointment of an arbitrator;
in case of equality of arbitrators, they shall appoint a third arbitrator. Failing agreement, the third arbitrator will be appointed at the request of either party by the President of the Commercial Court of Lyons;
the arbitration award shall be final and binding on both parties.
ARTICLE 11 - WAIVER
The fact that our company does not rely at some point of any provision of these, can not later assert waiver of these clauses.
Article 12 - APPLICABLE LAW
Any questions regarding these terms and conditions, as well as sales governed, that would not be covered by these contractual provisions, shall be governed by French law to the exclusion of any other right, and additionally, the Vienna Convention on the International sale of Goods.
Any dispute concerning the interpretation, validity, performance of these terms and conditions and any contract submitted to it, within the jurisdiction of the Commercial Court of Lyon.