APPLICATION OF GENERAL TERMS AND CONDITIONS OF SALE – ENFORCEABILITY OF GENERAL TERMS AND CONDITIONS OF SALE
The following general terms and conditions of sale are sent out or given to each buyer (otherwise referred to as the purchaser or the customer) by all means, including via the catalogue and/or availability for consultation on the company website.
Consequently, unless otherwise specifically agreed, placing an order implies the buyer’s full and unconditional acceptance of the following terms and conditions of sale, to the exclusion of all other documents, such as brochures, catalogues, etc. issued by the seller (PELLET ASC) and which are provided solely for information purposes.
No particular conditions, unless formally accepted in writing by the seller, may prevail over the general terms and conditions of sale.
No contrary condition may be raised in objection by the buyer, regardless of the time when it may have been brought to its knowledge.
Failure at one time on the part of the seller to enforce any of the following general terms and conditions of sale shall not be construed as its waiver of future entitlement to invoke any of said conditions.
Orders are only valid if they specify the quantity of the goods, the agreed price, the place and date of delivery or collection.
Orders are only final when they have been placed in writing by the buyer.
Unless otherwise specifically agreed, placing an order implies the buyer’s acceptance of the seller’s terms and conditions of sale, recognition of its full knowledge thereof and a disclaimer with regard to its own terms and conditions of purchase.
Benefit from the order is personal to the buyer and may not be transferred without the seller’s agreement.
CHANGING AN ORDER
Any change or cancellation of an order requested by the buyer is only allowable if it is received in writing prior to the manufacture of the products.
DIMENSIONS AND SPECIFICATIONS
All dimensions and specifications are given solely for information purposes and may not be amended without prior notice in the interests of improving our products.
All our prices are stated exclusive of taxes. They are subject to alteration without prior notice. Products are always invoiced at the prices in force at the time of shipping. Our prices are stated net (not including transport, excluding taxes), subject to alteration relating to the measures provided for under article R543-247 of the environmental code governing contributions to furnishing waste disposal costs. Any increases in existing taxes and any new taxes that might arise prior to delivery of the products shall therefore be added to the buyer’s invoice.
Any change in the rate of VAT shall also be applied to the price of products and services.
All taxes, duties, fees or other costs to be paid pursuant to French regulations or those of an importing country or a transit country shall be borne by the purchaser.
Terms: Delivery shall be made compliant with the order either by the direct handing over of goods to the purchaser, or by issuing a simple notice of availability, or by handing over to a shipper or a carrier on the seller’s premises.
Times: Deliveries are solely processed according to availability and following the sequence in which orders are placed. The seller is entitled to carry out deliveries in a complete or partial manner.
Delivery times are stated with as much precision as possible, but depend on what options the seller has in terms of procurement and transport. Our delivery times stated at the time of order are given solely for information purposes and any delays shall not entitle the buyer to refuse goods or request compensation.
Should deliveries take longer than the delivery time stated, this shall not give rise to compensation, deductions or the cancellation of orders in progress.
Nevertheless, if, three months after the stated delivery date, the product has not been delivered for any reason other than force majeure, the sale may then be cancelled at the request of either party; the purchaser shall have its advance payment returned, but shall not be eligible for any other compensation or damages.
The following are considered to be cases of force majeure, which release the seller from its obligation to deliver: war, riots, fires, strikes, accidents, or it being impossible for the seller to procure supplies.
The seller shall, within an appropriate time, keep the buyer abreast of the cases and events listed above.
In any case, delivery within the delivery times may be made only if the buyer has fulfilled its obligations towards the seller, for whatever reason.
Risks: In all cases (regardless of whether the transport costs are at the buyer’s expense), goods travel at the purchaser’s risk, that party being responsible for making any observations required in the event of damage or short shipment, as well as for confirming reservations stated via a deed prepared out of court or via a registered letter with acknowledgment of receipt from the carrier within three days of receipt of the merchandise.
The transfer of risks for products shall occur on the date at which the goods leave the plant, or are ready for shipment or held at the buyer’s disposal.
The buyer shall bear the risk, even in the event of carriage-paid sale as of shipment from the seller’s warehouse.
RECEPTION - SHIPMENTS - RETURNS
Without prejudice to the provisions to be made in relation to the carrier, complaints regarding conspicuous defects, or non-compliance of the goods delivered with the goods ordered or the dispatch note, must be made in writing within 3 days of the arrival of the goods.
It will be the purchaser’s responsibility to provide any supporting documentation regarding the real nature of the defects or anomalies noted. That party shall grant the seller every leeway for the purpose of assessing these defects and setting them right, and shall refrain from intervening itself, or from asking any third party to intervene for this purpose. For goods sold in packaging, the weights and measurements upon departure shall be valid for ascertaining the quantities delivered.
RETURNS: Returns shall solely be made carriage paid and subject to our written agreement, failing which said returns shall be refused by our acceptance department and shall not lead to a credit note being raised. Costs and risks relating to returns are always at the purchaser’s expense.
Merchandise that is returned shall be accompanied by a return slip attached to the package and such merchandise must be in the condition it was in when the supplier delivered. In the event of conspicuous defect or non-compliance of the goods delivered, duly noted by the seller under the conditions set out hereinabove, the purchaser may obtain a free replacement, or a refund for the goods at the seller’s discretion, to the exclusion of any compensation or damages. Concerning the electrical equipment, no return will be accepted.
Any return relative to an order previous than one year will be declined unless if specifically agreed.
The term of warranty is 5 years, excluding the Eco Range, which is valid for 1 year, and unless the product reference specifically stipulates otherwise (such as extension or limitation of warranty) as of the date of invoicing by the Seller. Our liability regarding defective material, machining or assembly is limited solely to the replacement of the goods recognised as being defective by our technical department, save for electrical equipment. The warranty ceases to apply if the customer makes any changes to the goods or has a third party make such changes. The return of goods under warranty is always the customer’s responsibility and at its cost. Carriage-forward costs are not allowed unless agreed in advance. Consequently, no loss of earnings, damages, or compensation of any kind may be requested of the seller. The supply of spare parts necessary for the normal use of the product is provided during 2 years following the termination of the commercializing of the specified product.
RECYCLING AT END OF LIFE FOR ELECTRICAL AND ELECTRONIC EQUIPMENT
We distribute professional Electronic and Electrical Equipment. Recycling at end of life for such equipment falls within the scope of decree no.2005-829 of 20 July 2005. In order to satisfy the requirements of this decree, we charge our customers a flat-rate eco-contribution for each item of electrical or electronic equipment sold. This flat-rate amount is that which is in force at the time of invoicing. The manufacturer pays this eco-contribution to an eco-agency, which shall take charge of recycling the equipment at end of life.
Subject to credit insurance, our invoices are payable at 45 days end of month from date of issuance of invoice, unless otherwise agreed with us. Any invoice amounts lower than 50 Euros excl. VAT shall be increased by a flat-rate invoicing fee of 10 Euros excluding taxes. Our drafts or acceptance of payment will not give rise to any derogation concerning the condition governing place of payment, which is the Seller’s head office.
In the event of late payment, the seller may suspend all orders in progress without prejudice to any other course of action.
Any sum not paid by the due date featured on the invoice shall automatically lead, as of the day following the date of payment stated in said invoice, to the application of penalties in an amount equal to 3 times the legal rate of interest, as well as a flat-rate sum of €40 to cover the cost of recovery.
In the event of non-payment, if 48 hours elapse after notice has been provided without any result, the sale shall automatically be cancelled should the seller deem fit to do so. The seller may institute summary proceedings to request the return of the goods without prejudice to any other damages. Such return shall apply not only to the order in question, but also to any prior orders that are unpaid, whether or not deliveries have been made or are being delivered, and whether or not payment for them is due. In the event of payment using a commercial paper, failure to return the paper shall be considered to constitute refusal of acceptance comparable to failure to pay. Likewise, when payment is staggered, non-payment of a single instalment shall lead to all of the debt becoming immediately without need to provide formal notice.
In all the above cases, the sums that may be due for other deliveries, or for any other reason, shall become payable immediately if the seller does not opt to cancel the relevant orders.
Discount: Our company offers a discount under the following terms: 0.5% of the invoice amount ex. VAT for each full month of early payment.
RETENTION OF OWNERSHIP
Our goods are sold subject to retention of ownership.
The seller retains ownership of the goods delivered up until full payment of the price in capital and interest.
In the event of failure to pay by the agreed deadline, the seller shall resume possession of the merchandise, the sale shall be automatically cancelled should the seller deem it fit and any down payments already made shall be retained in consideration of the buyer’s enjoyment of possession of goods.
The goods shall remain in the seller’s possession until full and final payment of the price, but the buyer shall assume liability as of physical delivery, since the risk also transfers with the transfer of ownership. The buyer therefore undertakes to take out an insurance policy as of now to provide cover against the risks of loss, theft or destruction of the goods in question.
Competence – Disputes: The courts of LYONS shall entertain sole jurisdiction in the event of any disputes or disagreements relating to the composition or performance of an order or agreement, unless the seller prefers to appoint another competent court.
This clause applies even in the case of summary proceedings, incidental claims, or plurality of defendants or introduction of third parties, irrespective of the terms and method of payment, no clauses assigning jurisdiction which may exist in the buyer’s documents being able to obstruct the application of this clause.
Only French law and the French language are applicable.
Should one or more clauses in these general terms and conditions of sale become null and void, the customer accepts that the other clauses have not been affected, and agrees to the replacement of the void clause(s) by economically valid clauses that are as close as possible to the clauses that have been rendered void.
S.A.S au Capital de 1.000.000 Euros
R.C. Lyon B 390 425 197