Terms and conditions of sale
1 - General information
Our sales are intended for professional customers only.
The present General Terms and Conditions of Sale are written in French in their original version, which alone is authentic and prevails over any other version. They apply in their entirety to all our sales, and are inseparable from the current price list. They cancel and replace any other general terms and conditions of sale issued previously or any other document, such as prospectuses, advertising documents, etc., which are only indicative.
Placing an order implies the Buyer’s full and unreserved acceptance of these General Terms and Conditions of Sale and our price list. They take precedence over any general conditions of purchase or any other documents issued by the Buyer, whatever their terms. All other conditions emanating from the Buyer, provided they are not in contradiction with the present conditions, will only be valid if they have been expressly accepted in writing.
If any provision of these General Terms and Conditions of Sale is declared null and void by a court of law or any other administration or authority, such decision shall in no way affect the validity of the other provisions.
The fact that we do not assert the application of any of the provisions of these General Terms and Conditions of Sale at a given time may not be interpreted as a waiver on our part to assert them at a later date.
2 - Applicable law
These General Terms and Conditions of Sale are governed by French law, to the exclusion of any international convention.
Any reference to INCOTERMS refers to the latest version of INCOTERMS published by the International Chamber of Commerce (ICC), as interpreted by the Commission on International Trade Practices and its panel of experts from the Paris Chamber of Commerce.
3 - Settlement of disputes
For disputes arising between the Parties concerning the formation or performance of the order or these General Terms and Conditions of Sale, the Parties undertake to settle their differences by mediation, with the CMAP (Centre de Médiation et d’Arbitrage de Paris) or any other mediation center agreed between the Parties.
Should mediation fail, any disputes arising between the parties will fall within the jurisdiction of the competent courts of the Le Mans (72) judicial district, even in the event of summary proceedings, appeal, incidental claim or multiple defendants.
4 - Our products
Our products comply with current standards. Their specific features, conditions of use and quality are described in our catalogs and/or quotations, as well as in their instructions for use.
The Buyer is responsible for the use of the Products in accordance with their intended purpose, their technical data sheet and the safety and environmental laws and regulations in force.
It is also the Buyer’s responsibility to choose a Product corresponding to his technical needs and, if necessary, to check with the Seller that the Product is suitable for the intended application.
The Vendor is under no obligation to maintain certain Products in its catalog. The Vendor therefore reserves the right to withdraw a Product from its catalog at any time.
Likewise, the Vendor may at any time modify a product in its catalog, make it evolve or replace it with an equivalent product. In this case, the new product will replace the old one.
Finally, in the event of unavailability of the Product ordered by the Buyer, the Vendor reserves the right to replace it with an equivalent product, after having informed the Buyer and with his agreement.
The Products ordered are those mentioned on the order confirmation.
5 - Controls
Unless otherwise stated, orders based on quotations or contracts are valid for one month from the date of issue.
The admissibility of the order is subject to the material availability of the Products within the timeframe requested by the Buyer. Thus, any material, temporary or definitive unavailability of the desired Product will prevent the Buyer from placing an order.
In all cases, orders only become final and binding on us after our confirmation. However, in the absence of formal confirmation of the order, the execution of the order by us shall constitute acceptance and the formation of the contract.
All definitive orders cannot be retracted or modified by the purchaser. The Buyer is obliged to pay for the order in full. The Buyer is solely responsible for his forecasts and the quantities ordered.
However, by derogation, the cancellation or modification, even partial, of a definitive order may be made with the express written agreement of the Vendor. In this case, any costs incurred as a result of an order modification or cancellation will be borne in full by the Buyer.
6 - Prices
Prices are those of the price list in force on the day of the order. Unless otherwise agreed, they are exclusive of tax, packaging and ex works.
The prices shown in our catalogs do not include environmental contributions for the recycling of electrical and electronic appliances and furnishing products.
7 - Delivery
Delivery time
Delivery times are indicated on order confirmations.
We make every effort to meet delivery deadlines. However, these are given as an indication only. Unless otherwise agreed, failure to meet delivery dates shall not under any circumstances give rise to cancellation of the order or payment of damages or penalties.
Time and place of delivery
Unless otherwise agreed, delivery of the Products will be made EX WORKS to the warehouses of the seller or its suppliers (INCOTERMS ICC 2020).
Transfer of risk
The transfer of risk occurs at the time of delivery as defined above.
Transport
The Seller shall be free to choose the carrier and mode of transport to be used for delivery of the Products.
Unless otherwise expressly agreed by the Vendor, transport costs are to be borne by the Buyer.
8 - Conformity - Acceptance
Receipt of products
The number, condition, conformity and absence of apparent defects must be verified by the Buyer upon delivery, in the presence of the carrier; the costs and risks associated with the verification shall be borne by the Buyer.
Transport damage
Any claim, reservation or dispute relating to shortages and/or transport damage must be mentioned on the transport document, and confirmed to the carrier under the conditions of article L.133-3 of the French Commercial Code, as well as to the Vendor by registered letter with acknowledgement of receipt within 48 hours of delivery of the Products, and in any event before assembly or installation.
Reservations concerning product conformity
Any complaint, reservation or dispute relating to the conformity of the Products must be mentioned on the transport document, and confirmed to the Vendor by registered letter with acknowledgement of receipt within 48 hours of delivery of the Products, and in any event before assembly or installation.
In all cases
The Buyer must provide full proof of any defects found, and the Seller reserves the right to carry out any on-site inspection and verification, either directly or through an agent.
If these conditions are not met, acceptance will be deemed unconditional and the Vendor’s liability for product non-conformity will no longer be incurred.
Returns
Any return of Products for reasons of non-conformity or apparent defect must have the express prior agreement of the Vendor. The Vendor shall be responsible for the transport, risks and costs of returning the Products. No Product may be returned if it is not in perfect condition, if it is not in its original packaging or if it shows any sign of use.
The return of Products will not give rise to the payment of any compensation to the Purchaser.
9 - Product installation
If it is expressly agreed that the installation and use of the Products is the responsibility of the Vendor:
- the above delivery terms remain unchanged;
- the Buyer undertakes to provide a site that complies with the standards and conditions required to meet the constraints of all kinds associated with this installation;
- the conforming installation must be recorded in a conforming acceptance report. In the absence of such a report, acceptance will be deemed to have been compliant.
10 - Payment - Invoicing
Payment
Invoices are payable in euros at the Vendor’s registered office, to an employee or agent of the Vendor, or to any substitute person or organization of the Vendor’s choice, the Buyer accepting such substitution in advance upon simple declaration by the Vendor.
Payment shall be made on the date indicated on the Seller’s invoices. Invoices are paid by any means of payment commonly accepted by commercial practice.
No discount will be granted for early payment.
A deposit may be required at the time of order. However, a deposit of 30% of the price of the Products will be systematically required for all orders of non-catalog Products.
Bills of exchange must be returned and accepted within two weeks. Failing this, the Vendor may have a protest drawn up for lack of acceptance. For the purposes of this article, payment is deemed to have been made when the funds are actually made available to the Vendor.
Online payments via the Seller’s website – Transaction security
In order to optimize the security of transactions on the Internet, the venderu site uses an SSL (Secure Socket Layer) online payment system. Every effort is made to ensure the confidentiality and security of data transmitted during online payments.
Late payment
In accordance with article L.441-6 of the French Commercial Code, any sum not paid by the due date will automatically and without formalities give rise to (i) the application of a late payment interest rate equal to the ECB rate on refinancing operations plus 10 percentage points to the outstanding sums until they are paid in full. In this case, the rate applicable during the first half of the year in question is the rate in force on January 1st of the year in question, and for the second half, the rate in force on July 1st of the year in question; (ii) payment of a fixed indemnity for collection costs as set by the regulations in force, i.e. 40 euros if the collection costs are less than this sum, and above this sum, an amount equal to the sums actually incurred to obtain payment of the debt due.
Late or non-payment in whole or in part will also entitle the Vendor to immediately suspend any contract or order in progress and to make payable all outstanding debts owed by the Buyer to the Vendor on any grounds whatsoever.
The Vendor may also, by operation of law and without formalities, terminate the contract resulting from the present General Terms and Conditions, as well as all previous contracts, even if the payment date has not yet expired. In this case, the Products must be returned to the Buyer at the Seller’s request, at the Buyer’s expense and risk, without prejudice to any other damages; the Seller also reserves the right to retain any payments and deposits previously made by the Buyer for any reason whatsoever.
In the event of a payment incident, the Vendor also reserves the right to withhold unpaid products not yet effectively delivered to the Buyer.
In the event of a payment incident, of an order exceeding 50,000 euros exclusive of tax, or at the Vendor’s simple request, the Buyer shall arrange for a first demand guarantee to be issued in favor of the Vendor by a first-ranking reputable bank approved by the Vendor, for the amount of all debts due or to become due by the Buyer under the order.
Payment clearing
Any compensation or reduction made unilaterally by the Buyer will be treated as a default of payment and will result in the application of the penalties set out above.
11 - Reservation of ownership
The Vendor retains full ownership of the Products until payment in full of the price in principal and accessories, costs relating to the sale and interest.
Partial payments will be applied to the oldest sales.
In the event of non-payment, the Buyer shall, at its own expense and risk, return the unpaid Products, 8 days after formal notice has been served by registered letter with acknowledgement of receipt which has remained unsuccessful; products in stock with the Buyer being presumed to be those unpaid. In this case, the sale will be automatically cancelled on the date of the request for return.
The Vendor will retain any deposits paid as damages, without prejudice to any other remedy.
The Buyer nevertheless retains, ipso jure and without formality, the right to place the Products on the market, on condition that the Buyer, as mere depositary of the price, pays the corresponding sums immediately upon sale, such sums already being pledged in favor of the Seller, in accordance with the provisions of article 2071 of the French Civil Code. The Buyer undertakes to inform the sub-buyer of the present stipulation so that it may be set up against him. However, in the event of non-performance of any of its obligations by the Buyer, the said authorization may be withdrawn at any time by the Seller.
Under no circumstances may the Buyer pledge, hypothecate or grant security interests in unpaid products.
The Buyer is required to inform the Vendor immediately of any change in its situation, and in particular of its declaration of receivership or liquidation, in order to enable the Vendor to claim the Products.
If the Buyer fails to comply with these formalities, it will be liable to the Vendor and will authorize the latter to cancel the sale by registered letter with acknowledgement of receipt, to take back any goods still in stock and to refuse to deliver any orders not yet fulfilled.
For the duration of the reservation of title, the Buyer, who assumes the risk of the Products, even in the event of force majeure or fortuitous event, will bear the risk in the event of loss or destruction of the item sold, as soon as it is delivered. The purchaser is also solely responsible for any damage caused by the Products. The buyer must insure the Products against any damage suffered or caused, and the insurance policies must mention the Seller’s status as owner.
12 - Warranty
The Seller guarantees the conformity of the Products to the order specifications and to current standards.
The warranty takes effect on the date of delivery and is limited to the replacement of non-conforming or defective Products.
As the Products are not manufactured by the Vendor, the warranty is limited to that offered by the manufacturer.
13 - Liability
The Seller’s liability is limited to direct damages, to the exclusion of all indirect damages, such as: production stoppage, loss of operation, profit, loss of opportunity, commercial loss or loss of profit.
In all cases where the Vendor’s liability is retained, it is limited to the net purchase price of the Products in question.
The Buyer shall make every effort to minimize the damage, in its own interest as well as in that of the Seller.
The seller’s liability is excluded:
for defects resulting from normal wear and tear of the Product, deterioration or accidents attributable to the Buyer or a third party, or lack of maintenance,
in the event of improper use or storage,
in the event of force majeure as defined below.
14 - Force majeure
Neither Party to the Contract shall be held liable for its delay or failure to perform any of its obligations in the event that such delay or failure is due to force majeure.
Events occurring in the production or distribution of products which are beyond the control of the seller and which the seller could not reasonably be expected to foresee, insofar as their occurrence makes the performance of the seller’s obligations more difficult or more onerous, are considered to be force majeure with respect to the seller’s obligations.
For the purposes of the present contract, force majeure is understood in a broader sense than French case law. In particular, the following events will be considered as force majeure, without being limitative:
- occurrence of a natural disaster, epidemic, earthquake, storm, fire, flood, etc…
- armed conflict, war, conflict, attacks, insurrection, riot, embargo, etc…
- imperative injunction from public authorities (import ban, embargo),
- events likely to hinder the smooth running of the business of the Seller, its suppliers or subcontractors, such as: labour disputes, total or partial strikes, lock-outs, total or partial unemployment, shortages of raw materials, operating accidents, machine breakdowns, explosions, supply difficulties, disruption of means of transport or means of communication, etc…
Each party shall inform the other party, without delay, of the occurrence of a case of force majeure of which it is aware and which, in its opinion, is likely to affect the performance of the Contract.
If the force majeure event causes only a temporary hindrance not exceeding 30 days, orders will simply be suspended.
If the duration of the impediment exceeds 30 working days, the parties must confer within 5 working days of the expiry of the 30-working-day period to examine in good faith whether the contract should be continued or terminated.
15 - Privacy policy
The Parties mutually undertake a general obligation of confidentiality in respect of all oral or written information, regardless of the medium, exchanged in connection with the preparation or performance of the Order, except for information that is generally known to the public or information that is otherwise not due to the fault or deed of the other Party’.
