Article 1 - Definitions
- Client: Professional buyer who purchases Products from the Seller. A professional buyer is understood to be any natural or legal person, public or private, acting for purposes within the scope of their commercial, industrial, artisanal, liberal, or agricultural activity, including when acting on behalf of or for another professional.
- Products: All Products offered for sale by the Seller. These Products comply with current regulations in France and Europe and have performances compatible with the uses of the Clients.
- Seller: Sales professional offering Products for sale to Clients.
Article 2 - Pre-contractual information communicated to the Client
The Client acknowledges having received these General Terms and Conditions of Sale in order to proceed with the purchase of Products from the Seller, prior to any Order being placed.
Article 3 - Purpose
The purpose of these General Terms and Conditions of Sale is to define the conditions under which the Seller supplies Products to the Client. They apply, without restriction or reservation, to all purchases of Products made by the Client.
These General Terms and Conditions of Sale constitute, in accordance with Article L 441-1 of the Commercial Code, the sole basis of the commercial relationship between the Parties.
From the moment of their acceptance by the Client, the General Terms and Conditions are applicable to all Products purchased by the Client, to the exclusion of any other document. Consequently, these General Terms and Conditions replace and cancel all statements, prior negotiations, commitments of any kind, communications, oral or written, prior acceptances and agreements between the Seller and the Client.
The Client declares to have accepted these General Terms and Conditions in their entirety before any purchase of Products.
These General Terms and Conditions of Sale may be subject to subsequent modifications, notably to take into account legislative and regulatory developments, the version applicable to the purchase of Products by the Client being that in force on the date of acceptance of the Order by the Seller under the conditions outlined below.
Article 4 - Product purchasing process via Orders
The Client purchases the Products by issuing direct or dematerialized orders. These will be sent by the Client to the Seller as needed.
The sale will only be considered final after acceptance of the Order by the Seller and receipt by the Seller of the full price of the Products.
The Products sold remain the property of the Seller until full payment of their price. However, the risks related to the Products will be transferred to the Client or the carrier upon physical delivery.
The General Terms and Conditions of Sale and orders form an indivisible whole. In any case, the General Terms and Conditions of Sale do not constitute an order or impose an obligation on the Client to order Products.
Article 5 - Product Prices
The Products are provided at the current prices listed in the product catalog, displayed in stores, or on the company's website on the day of acceptance of the Order by the Seller. Prices are expressed in Euros, excluding and including taxes. These prices are firm and non-revisable during their validity period, as indicated in the product catalog or on the website.
The Client may benefit from the discounts and rebates listed in the product catalog and on the website depending on the number of products purchased.
Article 6 - Terms of Payment for Products
Invoices are issued by the Seller and sent to the Client's accounting department in a single copy upon delivery or handing over of the Products. They must specify the characteristics of the Products and be accompanied by all necessary supporting documents to verify the validity of their content.
For clients with accounts with the company, payments are made in Euros within thirty (30) days from the invoice date or the corresponding deposit request.
If the calculated payment date is not a banking business day, the payment will be made on the next banking business day.
Any late payment will incur penalties calculated at a rate of three (3) times the legal interest rate from the due date. Additionally, the Client will owe a fixed collection indemnity of a minimum amount of 40 euros.
For clients without accounts with the company, payments are made in cash in Euros on the day of delivery/handover of the products.
The Seller reserves the right, in case of non-compliance with the above payment terms, to suspend or cancel the Client's Order.
Article 7 - Product Delivery
The Seller undertakes to ensure that the delivered Products fully comply with the Order, industry standards, legal and regulatory obligations, and current French and European standards. The Seller is responsible for any non-conformities present upon delivery of the Products.
The Seller will deliver the Products to the Client according to the terms defined in the corresponding Orders and on the date or within the timeframe specified in those Orders.
Delivery is carried out either by direct handover of the product to the buyer, by notice of availability, or by delivery to a sender or carrier at the Seller's premises or any other designated premises.
The buyer must check the goods at the time of their receipt.
In case of damage or missing items, or claims concerning apparent defects or non-conformity of the delivered product, the client will issue clear and precise reservations which will be notified in writing to the Seller or carrier within three days following the receipt date. The client must provide all justifications regarding the reality of the observed anomalies.
Article 8 - Product Warranties
Without prejudice and subject to legal guarantees (such as the latent defects warranty of Article 1641 of the Civil Code), the Seller will exercise the utmost care in executing the order and ensuring the quality of its products.
In the case of a defect recognized by the Seller, the Seller's obligation will be limited to replacing or refunding the defective quantities, without any other compensation.
Excluded from the warranty are defects and damages resulting from improper storage, handling, transport, or use in abnormal or non-compliant conditions with the nature, specifications, or suitability of the product.
Article 9 - Returns
Any product return must be the subject of a prior formal agreement between the Seller and the client.
Article 10 - Intellectual Property and Counterfeit Guarantee
The Seller obtains all intellectual property rights and necessary authorizations related to the Products and associated documentation and guarantees that the Products and associated documentation do not constitute an infringement of intellectual property rights or any other rights belonging to a third party.
The Seller undertakes to defend the Client and cover (including by transactional means) and/or indemnify the Client for all damages that may result from any action or claim by a third party concerning the Products or associated documentation. Consequently, the Seller undertakes to intervene in the proceedings at the Client's first request if the Products or associated documentation are challenged in court. If a court rules that the Products or associated documentation constitute an infringement of intellectual property rights or any other rights belonging to a third party, the Seller must then, notwithstanding the Client's right to claim compensation for any damage resulting from this action and notably all damages awarded to the Client:
- Either obtain, at its expense and without delay, the right for the Client to continue using the Products or associated documentation,
- Or substitute the incriminated elements with new elements approved by the Client and not contested by third parties.
The sale of the Products does not confer any rights to the Client over the trademarks or distinctive signs affixed by the Seller to the Products and associated documentation. Furthermore, the Seller remains the owner of all intellectual property rights, notably on photographs, presentations, studies, drawings, models, prototypes made in the context of providing the Products. Consequently, the Client is prohibited from reproducing or exploiting, notably the said photographs, presentations, studies, drawings, models, and prototypes, without the Seller's express, written, and prior authorization.
Article 11 - Insurance
The Seller declares to hold an insurance policy covering the financial consequences of any tort or contractual liability that may be incurred in the context of the sale of the Products.
Article 12 - Suspension/Termination
12.1 Suspension
The Seller or the Client may suspend the execution of their obligations when it is clear that the other Party will not fulfill its obligations within the deadlines and conditions provided in the Order, and the consequences of this non-performance will prejudice the affected party. Any suspension must be preceded by reasonable notice and be notified as soon as possible.
12.2 Termination
Without prejudice to the right to seek compensation for damage and/or loss suffered, in the event of non-performance by one of the Parties of any of its obligations under the General Conditions or Orders, the other Party may, fifteen (15) days after a formal notice sent by registered letter with acknowledgment of receipt remains unheeded, declare the termination of the General Conditions and/or Orders by operation of law.