Terms of sale
TERMS AND CONDITIONS OF SALE
Article 1 - Purpose
CHILLER CONCEPT (hereinafter the "Seller") is a commercial company whose purpose is the manufacture, development and marketing of refrigeration equipment (hereinafter the "Products").
Article 2 - Scope of application
The purpose of these general terms and conditions of sale (hereinafter the "GTCS") is to govern the relationship between the Seller and any professional making a purchase from the company (hereinafter the "Buyer").
They are written in French in their original version, which alone is authentic and prevails over any other version.
The Buyer declares that he has read these and accepted prior to terms and conditions of sale the sale or placing of his order.
As these GTCS may be subject to subsequent modifications, the version applicable to the Buyer's purchase is that in force on the date of the sale or the placing of the order.
The sale or placing of an order by the Buyer implies unreserved acceptance of these GTC.
The GTCS may be modified following negotiations with the Seller by the establishment of special written conditions of sale
All documents other than the GTCS, particular in catalogs, prospectuses, advertisements and notices, are for information purposes only and are not contractually binding.
Article 3 - Orders
The sale of Products is made by the acceptance of a commercial offer and/or quotation, notably by e-mail.
The documentation attached to quotations is for guidance only and only the specifications described in the quotation are binding on the Seller.
Any order implies acceptance of the description of the Products and the prices in force on the day of the order.
A sale is only complete once the Seller has expressly accepted the Buyer's order in writing.
Any modification or cancellation of an order will only be possible with the prior written agreement of the Seller.
Article 4 - Prices
Product prices are quoted in euros, exclusive of VAT. VAT is charged in addition in accordance with current tax regulations.
Unless otherwise specified in writing by the Seller, price quotations are valid for a period of one month from the date of communication to the Buyer.
Article 5 - Payment
Unless otherwise agreed, payment shall be made on the basis of the amount of the order, inclusive of VAT.
Payments made by the Buyer will not be considered final until the has received the sums due.
Unless otherwise agreed in writing, payments will be made by bank transfer.
In the case of deferred or forward payment, payment within the meaning of the present article does not consist of the mere delivery of a bill of exchange or cheque implying an obligation to pay, but of their settlement on the due date agreed.
Article 6 - Late payment penalties
Any sum not paid by the due date shown on the invoice shall automatically incur penalties equal to three times the legal interest rate, from the day following the payment date shown on the invoice
For each invoice, the Buyer will be required to pay a fixed indemnity for collection costs, as provided for in article D.441-5 of the French Commercial Code.
Article 7 - Penalty clause
Should the Buyer fail to fulfil its obligations, and after formal notice has been sent by registered letter and has remained unsuccessful, the Buyer shall pay the Seller a sum equal to 10% of the sum due and unpaid, as well as any judicial and extra-judicial costs, without prejudice to any damages that the Seller may otherwise claim.
Article 8 - Delivery
Article 8.1 - Deadlines
Delivery times are given for information purposes only and are subject to the availability of carriers and the order in which orders are received.
Although they are indicative, the Seller will do its best to respect the delivery times mentioned.
Failure to meet delivery deadlines shall not give rise to the payment of any compensation whatsoever.
If the Buyer requests a postponement of the delivery date, the Seller must be informed in writing at least three (3) weeks in advance. In any event, the Seller reserves the right to invoice for the Buyer any management costs and warehousing, and any price increase attributable to the postponement.
Article 8.2 - Expenses
Products are deemed to be sold EX WORKS. Transport and insurance are the responsibility of the Buyer.
Article 8.3 - Risks
The transfer of ownership will only take place once the Buyer has paid the full price, regardless of the delivery date.
The transfer of risk of loss and deterioration takes place, at the Buyer's expense, on departure from the factory.
Article 8.4 - Delivery terms
Delivery is made to the address indicated by the Buyer at the time of sale.
The Buyer must provide all the necessary information concerning the place of delivery (complete delivery address as well as the name, e-mail address and cell phone number of the person in charge of receiving the order). The Seller cannot be held responsible for any omission or error on the part of the Buyer.
The Buyer must allow this delivery, have a place for any storage that may be necessary, and do so in conditions capable of guaranteeing the proper conservation of the Products.
The Seller reserves the right to make partial deliveries accompanied by a separate invoice. Any partial delivery must be considered as a separate contract. Under circumstances may the Buyer no take advantage of the fact that he is awaiting payment of the balance of the Products ordered to pay for the Products delivered.
Article 8.5 - Shipping method
The Seller chooses with the greatest care what he considers to be the best means of shipping the products ordered, without however being held responsible for any guarantee obligation in this respect. The Seller makes this choice freely, unless specifically instructed to do so by the Buyer, who must then assume the additional costs and organization resulting from his choices (mode of transport and associated service provider).
Article 8.6 - Acceptance
In the event of apparent defects or shortages, any claim of whatever nature concerning the Products delivered will only be accepted if made in writing, by registered letter with acknowledgement of receipt, within three (3) days, in accordance with article L. 133-3 of the French Commercial Code. Failing this, the Products will be deemed to have been accepted by the Buyer.
It is the Buyer's responsibility to provide proof of any defects or shortages.
All returns products must be the subject of a formal agreement between the Seller and the Buyer
Return shipping costs and risks are at the Buyer's expense.
Only the carrier chosen by Seller is authorized to return the products concerned.
If after inspection, an apparent defect or shortage is found by the Seller, the Buyer may ask the only to replace the non-conforming items and/or to make up for the shortages at the Seller's expense, without the latter being entitled to claim any compensation or to cancel the order.
Unconditional acceptance of the products ordered by the Buyer covers any apparent defect and/or shortage.
Any reservations must be confirmed in accordance with the above conditions.
A complaint made by the Buyer in accordance with the terms and conditions described in the present article does not suspend payment by the Buyer for the Products concerned.
The Seller cannot be held liable for any incidents during transport, destruction, damage, loss or theft, even if it has chosen the carrier.
Article 9 - Reservation of ownership
Pursuant to the provisions of Articles 2367 et seq. of the French Civil Code, the Seller retains ownership of the Products until full payment of the price in principal and accessories, even if payment terms have been granted.
By express agreement, the Seller may enforce its rights under the present retention of title clause, in respect of any of its claims, on all of its Products in the Buyer's possession, the latter being conventionally presumed to be those unpaid, and the Seller may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel sales in progress.
Under no circumstances may transfer unpaid Products, in particular by transferring his business, without the Seller's prior authorization. the Buyer In any event, the transferee will be liable for payment of the Products.
Under no circumstances may the Buyer pledge or grant a security interest in unpaid inventory. In the event of non-payment, the Buyer shall refrain from reselling its inventory up to the amount of unpaid products.
In the event of transformation or incorporation of the Products, the transformed Products or the goods in which they are incorporated become the Seller's pledge until full payment of the price. The Buyer undertakes to disclose the existence of the reservation of title to any third party to whom he may resell the Products, either as they are or incorporated into a whole.
All recovery costs will be borne by the Buyer.
Article 10 - Force majeure
Force majeure or fortuitous events are events beyond the control of the parties, which they could not reasonably be expected to foresee, and which they could not reasonably avoid or overcome, insofar as their occurrence renders performance of the obligations totally impossible.
In particular, the following are considered to be cases of force majeure or fortuitous events releasing the Seller from his obligation to deliver within the initially agreed delivery dates: strikes by all or part of the Seller's staff or its usual carriers, fire, flood, war, production stoppages due to fortuitous breakdowns, the impossibility of being supplied with raw materials, epidemics, thaw barriers, roadblocks, EDF-GDF strike or supply disruption, or supply disruption for a reason not attributable to the Seller, as well as any other cause of supply disruption not attributable to other suppliers.
In such circumstances, the Seller will notify the Buyer in writing, in particular by fax or e-mail, within 24 hours of the date of occurrence of the events, the contract binding the Seller and the Buyer then being suspended ipso jure without compensation, as from the date of occurrence of the event.
If the event lasts more than thirty (30) days from the date of occurrence, the sales contract entered into by the Seller and the Buyer may be terminated by the more diligent party, without either party being entitled to claim damages.
This termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt denouncing the said sales contract.
Article 11 - Resolution
Non-compliance by the Buyer with any of its essential obligations, in particular total or partial failure to make payment when due, constitutes a sufficiently serious breach of contract which entitles the Seller, without prior formal notice, to suspend delivery of Products under orders in progress, and/or to suspend performance of its obligations, without compensation, and without prejudice to any other rights of the Seller. Furthermore, if forty-eight (48) hours after the first presentation of a formal notice sent by registered letter with acknowledgement of receipt, the latter remains unsuccessful, all agreements concluded with the Buyer may be terminated ipso jure, by registered letter with acknowledgement of receipt, without payment of compensation to the Buyer by the Seller, who may claim the unpaid Products and demand by any means their immediate return, without prejudice to any damages which the Seller reserves the right to claim from the Buyer.
In all of the cases mentioned above, and in the event that the Seller does not opt to terminate the agreements, all of the Seller's receivables shall become immediately due and payable, and the Buyer shall be obliged to return any Products remaining unpaid immediately and at its own expense.
Article 12 - Legal warranty
Products are guaranteed against hidden defects for two (2) years from the date of delivery. During this period, at the Seller's discretion, either repairs will be carried out free of charge, or the Seller will supply a new product. The Buyer will be responsible for delivering the products to the Seller's premises.
Only products with a proven hidden defect may be returned for this reason. Buyers who declare that their product suffers from a hidden defect must provide proof of this.
The warranty does not apply to the repair of damage resulting from an external cause of the Products, or from improper use, installation or connection.
The warranty does not cover:
- Abnormal or improper use of the Products;
- Defects and their consequences arising from use of the for purposes other than those for which it was intended product, including overloading;
- Defects and their consequences due to any external cause
- Buyer modification of the product.
The warranty is limited to the elimination of any defects duly noted on the Product, to the exclusion of any other prejudice. The Seller shall decide whether to repair or replace the Product.
In order to assert his rights, the Buyer must, under penalty of forfeiture of any action relating thereto, inform the Seller, in writing, of the existence of the latent defects within a maximum period of fifteen (15) days from their discovery.
Article 13 - Intellectual property
The Buyer has no intellectual or industrial property rights on the Products, packaging, packing, studies, plans, drawings and documents, the Seller remaining the exclusive owner of all such rights.
Any use in any way whatsoever by the Buyer of the trademarks of the Seller or its suppliers and manufacturers is strictly forbidden, except with the agreement of the latter.
Failure to comply with this prohibition constitutes counterfeiting, which may give rise to civil and criminal liability on the part of the counterfeiter.
None of the provisions of these GCS may be interpreted as granting the Buyer a license to any intellectual property right.
Article 14 - Liability
The Seller assumes an obligation of means in the performance of its obligations.
The Seller may only be held liable for damage directly caused by him, to the exclusion of any indirect, special or consequential damage of any kind whatsoever the Seller (operating loss, loss of profit, commercial loss, etc.).
The maximum compensation to which the Buyer may be entitled may not exceed the value of the Product in question.
The Seller disclaims all liability in the event that the Buyer disputes the suitability of the Products for the Buyer's needs.
Pursuant to Article 2254 of the French Civil Code, contractual liability the Seller's may only be invoked for a period of one (1) year from the date on which the Buyer knew or should have known the facts enabling him to invoke it.
Article 15 - Applicable law and settlement of disputes
Any question relating to these GTS and the sales they govern, which is not dealt with in these contractual stipulations, shall be governed by French law to the exclusion of any other law.
The present conditions are divisible and the invalidity or nullity of one of the clauses will not affect the validity of the other clauses.
ALL DISPUTES CONCERNING THE INTERPRETATION OR EXECUTION OF THESE CGV, AND THE TERMINATION OF COMMERCIAL RELATIONS BETWEEN THE PARTIES, SHALL BE SUBJECT TO THE SOLE JURISDICTION OF THE TRIBUNAL DES AFFAIRES ECONOMIQUES DE PARIS, TO WHICH JURISDICTION IS HEREBY ASSIGNED, EVEN IN THE EVENT OF A MULTIPLICITY OF DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES.