These general terms and conditions of sale are concluded in SDG DISTRIBUTION, having its registered office at 114 rue des vanniers, 40150 SOORTS-HOSSEGOR (hereinafter "SDG- Distribution") and any buyer acting for the needs of its business.
APPLICATION - ENFORCEABILITY
Any order for products implies the buyer's unreserved acceptance and full acceptance of these general terms and conditions of sale, which prevail over any contrary condition of the buyer (including, without limitation, its terms and conditions of purchase), regardless of when it may have been brought to SDG-Distribution's attention, unless SDG-Distribution has given its express and prior consent. Unless otherwise specified, any other SDG-Distribution document than these general terms and conditions of sale, and in particular catalogues, prospectuses, advertisements, notices, etc., shall have only a non-contractual IT and indicative value. The fact that SDG-Distribution does not at any given time invoke any of the clauses of these general terms and conditions of sale shall not constitute a waiver of its right to invoke these same clauses at a later date.
Due to the specific services, material and immaterial (sign, specific store layout, staff training, advertising, after-sales service...) provided by exclusive dealers, SDG-Distribution reserves the right to apply a different price list, payment, return and transport conditions to them. Similarly, any wholesale or central purchasing buyer, operating on a market separate from retail dealers, may be subject to differentiated conditions.
Orders are irrevocable for the buyer upon receipt by SDG-Distribution unless SDG-Distribution agrees in writing to cancel or modify them. Orders can be made by any means but in writing and are fulfilled by SDG-Distribution within the limits of available stocks...
SDG-Distribution's rates do not constitute an offer, they may be modified without notice. Products are always invoiced at the rate in effect at SDG-Distribution at the time of delivery.
Deliveries are made according to availability. SDG-Distribution is authorized to make deliveries in whole or in part.
Any delivery time given by SDG-Distribution is purely indicative and without any commitment on its part. If the buyer has made specific wishes in this respect, SDG-Distribution will endeavour, within the limits of what is economically reasonable, to respect his wishes. Delays in relation to the indicative or desired delivery times shall in no way justify termination of the order or any repair or compensation of any kind whatsoever.
Products are always shipped by the carrier chosen by SDG-Distribution. They travel at the risk and peril of the recipient, even in the event of a free sale.
RECEIPT-CHECKING-RECLAMATION FOR NON-COMPLIANCE
The products must be checked by the buyer upon receipt in the presence of the carrier. In the event of damage or missing products, the buyer must mention this on the delivery note and confirm his reservations by registered letter with acknowledgement of receipt, a copy of which will be sent to SDG-Distribution, to the carrier within three days of receipt of the products. Without prejudice to the foregoing provisions, claims for apparent and visual defects (defects in appearance or workmanship) or non-conformity of the products with the order (including, without limitation, in models, quantities, colours, etc.), must be made, under penalty of prescription, in writing within eight days of receipt.
No return of non-defective products or products in conformity with the order is accepted. Any return of defective product or product that does not comply with the order must be the subject of a formal written agreement from SDG-Distribution. Any return not preceded by this agreement would be refused and would not give rise to the establishment of a credit note. In the event that SDG-Distribution, on an exceptional basis, accepts to take back products for a reason other than their defect and non-conformity with the order, the packages must be accompanied by a return form provided by SDG-Distribution. The transport as well as the costs and risks of the return are always the responsibility of the buyer. The returned products, whatever the cause, must be in the same condition as SDG-Distribution delivered them.
Unless otherwise specified on the product or provided at the time of purchase, the products are warranted against defects in material or workmanship for six months (or if the applicable legal or regulatory term is longer, during such longer term) from the date of delivery. This guarantee, particularly with regard to the time limit, does not apply to apparent defects, for which the buyer, who is a professional of the same speciality, must make a complaint in accordance with the provisions appearing under the heading "RECEPTION-VERIFICATION-RECLAMATION FOR NON-COMPLIANCE" above, the hidden defect means a defect in the manufacture of the product making it unfit for its use and unlikely to be detected by the buyer before its use.
This warranty consists only in the free replacement of products found defective by SDG-Distribution, to the exclusion of any other, subject to public policy provisions. The buyer must provide any justification as to the reality of the alleged defects. SDG-Distribution reserves the right to carry out any verification it deems necessary. To benefit from the warranty, the product must first be submitted to SDG-Distribution's after-sales service as soon as an alleged defect is discovered. Defects and deterioration of the products caused by abnormal storage and/or conservation conditions at the buyer's premises, or by an accident of any nature whatsoever (abnormal use, defective maintenance, etc.) or by modification of the product not provided for or specified by SDG-Distribution shall not entitle the customer to the warranty due by SDG-Distribution.
RISKS - PROPERTY RESERVE CLAUSE
SDG-Distribution retains ownership of the products sold until effective payment of the full price and any additional costs, duties and taxes that may be added. This provision does not prevent the transfer to the buyer, as soon as the risk of loss, theft or deterioration of the products is handed over to the carrier, and he will be required to pay the price even in the event of disappearance by force majeure or fortuitous circumstances. It is the buyer's responsibility to take out any insurance in this respect. Under the terms of these general terms and conditions of sale, the buyer is authorised, as part of the normal operation of his establishment, to resell the products delivered. However, it may not pledge them, transfer ownership by way of guarantee, or make a global transfer or lump sum transfer of the stock or part of the stock amicably or judicially without the express written authorization of SDG-Distribution and subject to its right of action. In the event of resale to a third party, the buyer then assigns to SDG-Distribution all the receivables arising to his benefit from the resale to the third party buyer, the sums corresponding to the sale price invoiced by SDG-Distribution being pledged to his benefit in accordance with Article 2071 of the Civil Code, the buyer becoming the simple depositary of the price. The buyer's authorization to resell the products delivered by SDG-Distribution is automatically withdrawn in the event of the buyer's suspension of payments being legally recorded. SDG-Distribution expressly reserves the right, for the purpose of protecting the reputation of SDG-Distribution brands, to claim products still in stock in the event of legal redress or liquidation of the buyer. In the event that the buyer delivers the delivered products to a carrier or a depositary, he undertakes to have this document dated and signed by the latter, after having indicated in his hand "taken note of the retention of title clause stipulated in the SDG-Distribution general conditions of sale when delivering the products".
Payments are made without discount to SDG-Distribution's head office, according to the terms agreed and mentioned on the order form and invoice. Payment within the meaning of this article does not constitute the simple delivery of a cheque or commercial instrument, but their cashing or payment on the agreed due date.
DELAYS OR DEFAULT IN PAYMENT-PENALTIES-RESOLUTION
Any amount not paid by the due date indicated on the invoice shall result in the application, at the buyer's expense, of penalties set at one and a half times the legal interest rate. In accordance with Article L. 441-6 of the French Commercial Code, these penalties are automatically payable without the need for a reminder. All bank charges and protest fees as well as stamps for bills of exchange issued in replacement of unfulfilled bills of exchange shall be borne by the buyer.
In the event of payment by commercial paper, non-acceptance or failure to return the paper shall be deemed to be a refusal of acceptance equivalent to a default in payment.
In the event of non-payment of a fraction of the price on its due date, cessation of activity or transfer of funds, the entire balance remaining due shall automatically become immediately payable without the need for any formal notice, protest or other prior formality. In the event of late payment, SDG-Distribution reserves the right to suspend all pending orders and to make any delivery subject to full and prior payment of the corresponding invoice and/or any previous invoice, without prejudice to any other vote. In addition, any delay in payment authorizes SDG-Distribution, if it deems it appropriate, to send the buyer a formal notice to pay by registered letter with acknowledgement of receipt or by fax. In the absence of full payment within 48 hours, the cancellation of the sale will be automatically acquired in favour of SDG-Distribution, which may, in addition, cancel any current order and demand the return of products delivered but not paid, without prejudice to any other damages. The resolution will not only affect the order in question but also all previous unpaid orders, whether delivered or in the process of being delivered and whether or not payment is due. In addition, any rebates, bonuses or other special benefits that were not applied and paid prior to this resolution shall automatically remain vested in SDG-Distribution, even retroactively if necessary, as compensation and contractual penalties. Any dispute relating to the resolution or return of the products shall fall within the exclusive competence of the judge hearing the application for interim relief.
Under no circumstances may payments be suspended or offset in any way without SDG-Distribution's prior written consent. Any partial payment shall be deducted first from the non-preferred part of the claim, and then from the sums for which the due date is the earliest.
All technical documents provided to the buyer remain the exclusive property of SDG-Distribution, the sole owner of the intellectual property rights to these documents, and must be returned to it at its request. The buyer undertakes not to make any use of these documents that may infringe SDG-Distribution's intellectual or industrial property rights, and undertakes not to disclose them to any third party.
The competent jurisdiction for any dispute of any nature whatsoever shall be that of SDG-Distribution's registered office. This clause applies even in the event of summary proceedings, incidental claims, multiple defendants or warranty claims and regardless of the method and terms of payment.
114 RUE DES VANNIERS, 40150 SOORTS HOSSEGOR, FRANCE
Tel: 05 58 58 70 25 05 05
Siret: 500 510 961 00013
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