GENERAL CONDITIONS OF SALE TO PROFESSIONALS
GENERAL INFORMATION
The purpose of the present general conditions of sale is to govern the contractual relations between the company ECOSYSTEM, whose head office is located in Paris – 23/25 rue Jean Jacques Rousseau 75001 PARIS, SAS with a capital of 280 000 €, RCS Paris 352755060, VAT N° FR 42352755060 and its professional customers.
PURPOSE AND SCOPE OF APPLICATION
Any order implies the buyer’s unreserved acceptance of and full and complete adherence to these general terms and conditions of sale, which take precedence over any other document from the buyer, unless special conditions are negotiated by our company.
ORDERING
Order acceptance:
An order is only deemed to be accepted by ECOSYSTEM when the Customer receives an acknowledgement of receipt.
Order taking:
Orders are only final when they have been confirmed by the signature of the order form after payment.
Modification of the order:
The terms of the orders transmitted to our company are irrevocable for the Client, unless we accept them in writing. In this case, our company shall not be responsible by the deadlines initially agreed upon.
Refusal to order:
In the event that a customer places an order with our company without having paid for the previous order(s), our company may refuse to honor the order, without the customer being able to claim any compensation, for whatever reason.
SHIPPING
Delivery in continental France:
The available products are shipped by transporter. The delivery time is taken into account from the moment the package of products is handed over to the carrier.
Modalities:
Delivery is made either by handing over the product directly to the customer, or by simple notification of availability, or by delivery to a shipper or carrier on our premises.
Reception:
Complaints about the non-conformity of the goods delivered with the goods ordered must be made by registered letter with acknowledgement of receipt or by letter delivered by hand against a receipt, within fifteen days of the delivery of the products. After this period, no claim will be accepted, regardless of the seller’s default. The buyer must pay the full price.
Delivery costs:
Unless otherwise stated, our prices are ex works.
GUARANTEE
Our products are guaranteed against any material or manufacturing defect for a period of 1 year from the date of delivery. The presentation of the paid invoice will be rigorously required before any implementation of our guarantee. Interventions under the guarantee shall not have the effect of extending the duration of the guarantee. Any request for the implementation of the guarantee must be submitted to our company for prior approval. Any shipping costs for returning the product shall be borne by the customer. Under this guarantee, the only obligation on the part of our company shall be the free replacement or repair of the products or of the element recognised as defective by our services, unless this method of compensation proves impossible or disproportionate, in which case we shall refund the price of the goods recognised as defective on the basis of their purchase price minus a discount of 30% per year from the date of shipment.
Guarantee exclusions
Apparent defects, faults and deterioration caused by normal wear and tear, by an external accident (incorrect assembly, defective maintenance, abnormal use….), by the intervention of a third party, or by a modification of the product that was not foreseen or specified by our company are excluded.
RATE – PRICE
Any quotation made in advance shall be valid for a period of two months. Our goods are supplied at the prices in force at the time the order is placed. The prices are net, ex works, excluding taxes on the basis of the tariffs in force. Any tax, duty or other service to be paid in application of French legislation or that of an importing country or a country of transit and any changes to these between the date of the order and that of the invoice shall be borne by the purchaser. Shipping costs are always at the buyer’s expense, unless otherwise agreed in writing by the supplier.
INVOICING
All purchases of goods will be invoiced and delivered upon completion of the sale, in accordance with the provisions of article L.441-3 of the French Commercial Code.
PAYMENT
Deadline:
Unless otherwise agreed, our sales are payable in advance with the order. In the event that a payment term is agreed by special conditions, the rate of late payment penalties is fixed at 15% per year.
Cancellation of credit lines:
If terms of payment have been agreed, these terms shall lapse immediately in the event of late payment.
TERMS OF PAYMENT
Method of payment
Payments will be made :
By bank transfer to the following account
Account holder : ECOSYSTEM SAS – ZI, Rue René Pinsard – 45310 Patay
Name of the Bank : Société générale – agence de Chartres entreprises
Code banque : 30003 Code guichet : 00178 Numéro de compte : 00025710579
Clé RIB : 12
IBAN : FR76 3000 3021 7800 0257 1057 912
BIC swift Bank Identification Code : SOGEFRPP
Our company does not intend to grant any discount for payment in cash or on a date earlier than that resulting from the present general terms of sale.
Late payment
Any amount unpaid on the due date shall give rise to the payment, by the customer, of penalties set at three times the legal interest rate. Pursuant to Article L.441-6 of the French Commercial Code, these penalties are payable by operation of law at the request of our company.
In addition, our company reserves the right to refer the matter to the competent court in order for it to put an end to this non-performance, subject to a penalty per day of delay.
In the event that the company has to call upon a third party to recover a debt, a fixed minimum of 300 € will be charged per debt as well as costs corresponding to 15% of the amount including VAT of the debt.
Transfer of risks:
The goods shall remain the property of our company until full payment of their price, but the customer shall become responsible for them as soon as they are physically handed over, the transfer of possession entailing that of the risks. The customer therefore undertakes to take out an insurance policy to cover the risks of loss, theft or destruction of the designated goods.
Transport or storage:
If the customer has to hand over the goods to a carrier (or to a custodian), the latter must date and sign the document materialising the delivery after having indicated by hand: « I have taken note of the clause when handing over the goods ».
MAJOR FORCE
The occurrence of a case of force majeure has the effect of suspending the execution of the contractual obligations of our company.
Force majeure is any event beyond the control of our company that impedes its normal operation at the stage of manufacturing or shipping the goods.
In particular, force majeure includes wars, riots, total or partial strikes that hinder the proper functioning of our company or that of one of our suppliers, subcontractors or transporters, as well as the interruption of transport, energy supply, raw materials or spare parts. An increase in the cost of supplies or raw materials of more than 15% shall be considered force majeure.
In such circumstances, our company shall notify the client in writing within 24 hours of the date of occurrence of the events, and the contract between our company and the client shall be suspended ipso jure, without compensation, from the date of occurrence of the event. If the event lasts for more than 30 days from the date of its occurrence, the sales contract concluded by our company and the client may be terminated by the most diligent party without either party being entitled to claim damages. This termination will take effect on the date of the first presentation of the registered letter with acknowledgement of receipt denouncing the said sale.
APPLICABLE LAW
Any question relating to these general terms and conditions of sale which is not dealt with in these contractual stipulations shall be governed exclusively by French law.