1. Purpose and scope
Any order for products implies unreserved acceptance by the buyer and full and complete adherence to these general conditions of sale which take precedence over any other document from the buyer, and in particular over all general conditions of purchase, unless otherwise agreed. express and prior to our company.
These general conditions of sale apply to all sales of products by our company unless there is a specific agreement prior to the order agreed in writing between our company and the buyer (hereinafter together “the parties”).
Consequently, the placing of an order by a customer implies the latter's unreserved acceptance of these general conditions of sale, except for special conditions granted by our company to the purchaser.
When a contract is established, this contract constitutes the special conditions. Our general conditions of sale continue to apply for all their non-contrary provisions.
Any document other than these general conditions of sale and in particular catalogs, prospectuses, advertisements, notices, has only an indicative and informative value, not contractual; we reserve the right to modify them at any time, without notice.
2. Intellectual property
All technical documents provided to our customers remain the exclusive property of our company, the sole holder of the intellectual property rights on these documents, and must be returned to it upon request.
Our clients undertake not to make any use of these documents likely to infringe the industrial and intellectual property rights of our company and undertake not to disclose them to any third party.
3. Formation of the contract
3.1. Offer
When our company establishes an offer, the latter constitutes a supplement to these general conditions and, where applicable, to the special conditions. All our offers are valid for one month from their issue.
3.2. Order
By order, we mean any order relating to our products appearing in our prices or our offers, and accepted by our company. All orders must be confirmed in writing by the customer, by mail, fax or e-mail. Orders transmitted to our company are irrevocable for the customer, unless accepted in writing on our part.
Any request to modify the composition or volume of an order placed by a customer can only be taken into account by our company if the request is made in writing, including fax or email, and has reached our company. , no later than 8 days after receipt by our company of the initial order. In the event of modification of the order accepted by our company, our company will be released from the agreed deadlines for execution.
Orders are firm and final for the customer from their first issue. The latter cannot cancel them or refuse delivery, without prior written agreement from our company. A cancellation of an order accepted by our company will result in the customer being required to pay a sum equal to 15% of the order amount including tax as a penalty clause.
In the event of impossibility or difficulty in executing an order, our company reserves the right to modify the composition or volume of said order depending on the availability of its stocks, in which case the customer will be notified without delay. In the event of force majeure occurring under the conditions of article 10, our company reserves the right to modify the delivery times initially agreed with the customer, taking into consideration the foreseeable duration of suspension of the order.
4. Deliveries
4.1. Time limit
4.1.1. Delivery times are given for informational and indicative purposes only; these depend in particular on the availability of carriers and the order of arrival of orders. Our company strives to respect the delivery times that it indicates upon acceptance of the order, based on the reference logistics time in the profession, and to execute orders, except force majeure as defined in article 9 “Force Majeure”. In the event of late delivery, for whatever reason, any penalties accepted by contract by our company will be capped at 5% of the price of the undelivered products. Furthermore, in the event of a delivery delay of more than 21 days, the buyer may cancel their order by registered letter with request for acknowledgment of receipt.
4.1.2. In the event of delay, our company reserves the right to make partial deliveries with corresponding invoicing. The buyer may not, under any circumstances, take advantage of partial delivery to defer the corresponding payment.
4.2. Risks
The transfer of risks on the products sold by our company occurs upon delivery of the products to the carrier.
4.3. Transportation
The goods travel at the buyer's risk.
It is up to the customer, in the event of damage to the delivered or missing goods, to make all necessary reservations with the carrier.
Any product which has not been the subject of reservations by registered letter with acknowledgment of receipt within 3 days of its receipt from the carrier, in accordance with article L. 133-3 of the commercial code, and a copy of which will be sent simultaneously to our company, will be considered accepted by the customer.
4.4. Reception
4.4.1. Without prejudice to the arrangements to be made by the customer vis-à-vis the carrier as described in article 4.3, in the event of apparent or missing defects, any complaint, whatever its nature, relating to the products delivered, will only be accepted by our company if it is made in writing, by registered letter with acknowledgment of receipt, within the period of 3 days provided for in article 4.3.
4.4.2. It is up to the buyer to provide all justification as to the reality of the defects or missing items noted.
4.4.3. In the event of a dispute, our company's delivery note prevails. No refusal or suspension of payment can be made against us by requiring the production by our company of the delivery note signed by the carrier.
4.4.4. No return of goods may be made by the customer without the express written consent of our company obtained in particular by fax or e-mail. Return costs will only be borne by our company in the event that an apparent defect or missing items are actually noted by the latter or its agent. Only the carrier chosen by our company is authorized to return the products concerned. Any merchandise returned without our agreement will be refused, any costs being the responsibility of the buyer.
4.4.5. When, after inspection, an apparent defect or a missing item is actually noted by our company or its agent, the customer may only request from our company the replacement of the non-compliant items and/or the supplement to be provided to fill the missing items at the company's expense. this, without the latter being able to claim any compensation or cancellation of the order.
4.4.6. Unreserved receipt of the products ordered by the customer covers any apparent and/or missing defects. Any reservation must be confirmed under the conditions provided for in article 4.4.1.
4.4.7. The complaint made by the purchaser under the conditions and according to the methods described in this article does not suspend payment by the customer for the goods concerned.
4.4.8. The liability of our company cannot under any circumstances be held liable for events during transport, destruction, damage, loss or theft, even if it has chosen the carrier.
4.5. Suspension of deliveries
In the event of non-payment of an invoice due, after formal notice remains without effect within 48 hours, our company reserves the right to suspend any current and/or future deliveries.
4.6. Cash payment
All orders that we accept to execute are done so, taking into account that the customer presents sufficient financial guarantees, and that he will actually pay the sums due when due, in accordance with the legislation. Also, if our company has serious or particular reasons 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 present the same guarantees as the date of acceptance of the order, our company may make acceptance of the order or the continuation of its execution subject to cash payment or the provision by the customer of guarantees for the benefit of our company.
Our company will also have the option, before acceptance of any order, as well as during execution, to require from the customer communication of its accounting documents, and in particular income statements, even forecasts, allowing it to assess its solvency .
In the event of refusal by the customer to pay in cash, without any sufficient guarantee being offered by the latter, our company may refuse to honor the order(s) placed and deliver the goods concerned, without the customer being able to argue for an unjustified refusal of sale, or claim any compensation.
4.7. Refusal of order
In the event that a customer places an order with our company, without having paid for the previous order(s) on the due date, our company may refuse the order for any compensation, for any reason. reason whatsoever.
5. Rates - Prices
5.1 Price
Our price applies to all our customers, on the same date. This may be revised upwards during the year, after prior information to our customers.
Any price change will automatically be applicable on the date indicated on the new price.
5.2 Price
5.2.1. Our prices are set by the price in effect on the day the order is placed. They are always exclusive of taxes taken in our stores. Unless expressly stipulated, for products not in the catalog, prices may be modified due to variations in their economic components between order and delivery.
5.2.2. Our prices specify the conditions under which free shipping is granted depending on the nature and amount of the order, unless otherwise agreed with the customer. The fact that the shipment is carried out "free" or that our company is responsible, on behalf of the customer, for shipping the order and that, as such, we have chosen the carrier does not modify anything the above rules and the effects attached to the date the goods are made available in our stores.
5.2.3. They are calculated net without discount. For prices specified by quantity, any order for a lesser quantity will result in a modification of the price indicated.
5.2.4. Any discounts granted are only payable at the end of the reference period and only after payment on the normal agreed due dates of any goods giving rise to them. They are settled either by account credit or by actual payment, at our sole discretion.
5.2.5. All actions in payment arising from the basis for calculating deferred price reductions conditional on the achievement of a turnover level defined in special conditions or annual agreements, granted by our company to the client, are prescribed at the following a period of two (2) years from the end of the calendar year in question.
5.3. Transport costs - FRANCO
A contribution to transport costs will be charged for each order intended to be delivered to the store.
CIE EUROPE reserves the right to modify at any time without notice the conditions of participation in transport costs.
For any order less than €200.00 excluding tax, a sum of €80.00 excluding tax for participation in transport costs will be invoiced, unless this participation is insufficient to cover transport costs, in which case CIE EUROPE reserves the right to refuse the order.
For any order greater than or equal to €200.00 excluding VAT and less than €450.00 excluding VAT, a sum of €35.00 excluding VAT for participation in transport costs will be invoiced.
For any direct store order, greater than or equal to €450.00 excluding tax, no transport costs will be charged.
5.4. Warehouse delivery transport costs
Free carriage, warehouse delivery (or logistics platform), is understood either by the full truckload, or with a minimum order of €2,500 excluding tax. If this amount is not reached, actual shipping costs may apply and logistics discounts granted for warehouse delivery will not be applied.
6. Payment terms
6.1 Payments
Our invoices are payable under the payment conditions specified in CPV. The due date appears on the invoice. Only the actual collection of checks, drafts or LCR will be considered as full payment within the meaning of these general conditions of sale. Any complaint concerning an invoice must be made if possible by fax or e-mail and must be confirmed by registered letter within 8 days of receipt of the invoice. In the event of payment by bill of exchange, it must be accepted and returned within 10 days of delivery at the latest.
6.2. Non-payment
6.2.1. Any amount not paid on the due date will result in the customer paying penalties set at one and a half times the legal interest rate. Pursuant to Article L.441-6 of the Commercial Code, these penalties are automatically payable upon receipt of the notice informing the purchaser that we have debited them.
6.2.2. The administration and recovery costs incurred by our company must be reimbursed.
6.2.3. In addition, our company reserves the right to refer the matter to the competent court so that it can put an end to this non-performance, subject to a daily penalty for each day of delay. Late payment of a single invoice or due date automatically results in all sums owed by the buyer becoming immediately payable, even if they have given rise to drafts.
7. Reservation of title
7.1. The transfer of ownership of our products is suspended until full payment of the price thereof by the customer, in principal and accessories, even if payment deadlines are granted. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten.
7.2. By express agreement, our company may exercise the rights it holds under this retention of title clause, for any of its claims, on all of its products in the possession of the customer, the latter being conventionally presumed to be those unpaid, and our company may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel current sales.
7.3. The partial payments made will be used to cover damage arising from non-performance of the contract, and in the first place, damage arising from the disappearance, resale, deterioration or obsolescence of the goods. The transport and storage costs resulting from the non-execution of the contractual sales provisions will then be charged.
7.4 . The customer may only resell his unpaid products as part of the normal operation of his business, and cannot under any circumstances pledge or grant security over his unpaid stocks. In the event of non-payment, the customer is prohibited from reselling its stocks up to the quantity of unpaid products.
7.5. In the event of seizure by third parties of these goods in fraud of the seller's rights or any other intervention by a third party, the buyer is required to immediately notify our company.
7.6. Our company may also require, in the event of non-payment of an invoice when due, the cancellation of the sale after sending a simple formal notice, draw up or have drawn up an inventory of its products in the possession of the customer, who is already committed to providing free access to its store and other warehouses for this purpose, ensuring that the identification of the company's products is always possible.
7.7. In the event of the opening of a recovery or liquidation procedure for goods, current orders will be automatically canceled, and our company reserves the right to claim the goods in stock.
7.8. This clause does not prevent the risk of the goods from being transferred to the buyer upon delivery to the latter. The buyer will be required to insure the goods for a sufficient amount upon delivery and to provide proof of this at the seller's first request.
7.9. From delivery, the buyer is constituted depositary and guardian of said goods. In the event of non-payment, and unless we prefer to request full execution of the sale, we reserve the right to terminate the sale after formal notice and to claim the goods delivered, the return costs remaining. payable by the buyer and the payments made being acquired by us as a penalty clause. All extra-judicial and legal costs incurred by our company to exercise its rights will be entirely the responsibility of the purchaser.
8. Guarantees against apparent and hidden defects
8.1. The products must be checked by the customer upon delivery, and any complaint, reservation or dispute relating to missing items and apparent defects must be made under the conditions set out in article 4. In the event of apparent defects, the defective parts are replaced. by us, subject to verification of the alleged defects. The customer must provide all justification as to the reality of the defects noted, our company must reserve the right to carry out, directly or indirectly, any observation and verification on site.
8.2. Denunciation of defects existing at the time of delivery, and revealed upon receipt of the products, must be made by the customer in writing within 3 days following the date on which he discovered the lack of conformity. No denunciation will be taken into account if it occurs more than 8 clear days from delivery of the products.
8.3. No action for non-compliance may be initiated by the customer more than 8 days after delivery of the products. It is expressly agreed by the customer's acceptance of these general conditions of sale, that after the expiration by the customer of this period, the customer will not be able to invoke the non-conformity of the products, nor oppose it in request counterclaim to defend against a debt recovery action initiated by our company. Failing compliance with these conditions, the liability of our company towards the customer, due to a hidden defect, cannot be called into question.
8.4. Defects and deterioration of delivered products resulting from abnormal storage and/or conservation conditions at the customer's premises, particularly in the event of an accident of any nature whatsoever, will not give rise to the guarantee owed by our company.
8.5. Under the guarantee of hidden defects, our company will only be required to replace, free of charge, defective goods without the customer being able to claim damages, for any reason whatsoever.
8.6. Our company guarantees its products against hidden defects, in accordance with the law, customs, jurisprudence, and under the following conditions:
Our warranty only applies to products which have properly become the property of the buyer. It is excluded as soon as our products have been used in conditions of use or performance not foreseen, or not in accordance with prudence and custom.
Our guarantee only concerns hidden defects. Our customers being professionals, the hidden defect extends to a defect in the production of the product making it unfit for its use and not likely to be detected by the buyer before its use. A design defect is not a hidden defect and our customers are deemed to have received all technical information relating to our products.
We do not cover damage and wear resulting from special adaptation or assembly, whether abnormal or not, of our products unless this was carried out under our supervision.
Our warranty is limited to the replacement or repair of defective parts.
Our warranty is limited to the first six months of use. Our parts are deemed to be used by our customers no later than 3 months after they are made available. In any case, our customers must provide proof of the start date of use.
Our warranty automatically ceases at the end of this period.
Our warranty automatically ceases if our customer has not notified us of the alleged defect within twenty clear days of its discovery. It is up to him to prove the day of this discovery.
9. Unpredictability
These general conditions, as well as all orders placed in application of them, are concluded on the basis of economic, legal, commercial, health and monetary data in force on the day of their preparation. Also, if, as a result of the evolution of this data, the execution of the contract was made excessively onerous for our company, the latter could request renegotiation from the customer. This will particularly apply to any significant modifications that could affect the international monetary system, modifications likely to lead to significant distortions in relations between currencies. This request for renegotiation will be made by registered letter with acknowledgment of receipt providing all relevant data, and will then oblige the Parties to organize a prior and obligatory attempt at conciliation, prohibiting any refusal of renegotiation. If the renegotiation is successful, the Parties will immediately establish a new agreement formalizing the result of this renegotiation. In the event of failure of the renegotiation, the parties may agree to terminate the contract, on the date and under the conditions they determine, or request by mutual agreement the judge to proceed with its adaptation. In the absence of agreement within a reasonable time, the judge may, at the request of a party, revise the contract or terminate it, on the date and under the conditions he sets.
10. Force majeure
Force majeure or fortuitous events are considered to be events beyond the control of the parties, which they could not reasonably be required to foresee, and which they could not reasonably avoid or overcome, to the extent that their occurrence renders it completely impossible to fulfill obligations. The following are in particular assimilated to force majeure or fortuitous cases relieving our company of its obligation to deliver within the deadlines initially planned: strikes of all or part of the staff of our company or usual carriers, fire, flood, frost, storm, war, production stoppages due to fortuitous breakdowns, inability to be supplied with materials, epidemics, thawing barriers, roadblocks, strike or disruption of EDF supply -GDF, or interruption of supply for a cause not attributable to our suppliers. The parties expressly agree to treat the Covid-19 pandemic and its consequences as a case of force majeure, in particular any difficulties in the execution of these general conditions which could arise from measures taken by the authorities (containment, closure of establishment receiving of the public, travel limits, curfew, etc.) in order to fight against a resumption of the Covid-19 epidemic or a mutation thereof.
In such circumstances, our company will notify the customer in writing without delay, the contract binding our company and the customer then being automatically suspended without compensation, from the date of occurrence of the event.
If the event were to last more than 30 (thirty) days from the date of its occurrence, the sales contract concluded by our company and its client may be terminated by the most diligent party, without neither party can claim damages.
This termination will take effect on the date of first presentation of the registered letter with acknowledgment of receipt denouncing said sales contract.
11. Grant of jurisdiction
11.1. The choice of domicile is made by our social company.
11.2. Any dispute regarding the application of these general conditions of sale and their interpretation, their execution and the sales contracts concluded by our company, or the payment of the price, will be brought before the commercial court of the headquarters of our company. , regardless of the place of order, delivery, and payment and the method of payment, and even in the event of a warranty claim or multiple defendants. Bills of exchange make neither novation nor derogation from this jurisdiction clause.
11.3. The attribution of jurisdiction is general and applies whether it is a main request, an incidental request, an action on the merits or an interim application.
11.4. In addition, in the event of legal action or any other debt recovery action by our company, the summons and legal costs, as well as the fees of lawyers or bailiffs, and all related costs will be payable by the company. borne by the customer at fault, as well as costs linked to or arising from non-compliance by the customer with the payment or delivery conditions of the order in question.
12. Waiver
The fact that our company does not take advantage of any of the clauses herein at a given time cannot constitute a waiver of the right to take advantage of these same clauses at a later date.
13. Applicable law
Any question relating to these general conditions of sale as well as the sales that they govern, which are not dealt with by these contractual stipulations, will be governed by French law to the exclusion of any other right, and on a supplementary basis, by the Vienna Convention on the International Sale of Goods.