Terms and conditions of sale
ARTICLE 1: Validity of the agreement
Any order implies, as of right, acceptance of these general terms and conditions of sale and waiver by the customer of its own purchasing conditions, whatever their terms, including where the customer has sent us purchasing conditions or any other document containing a provision symmetrical to the foregoing.
The fact that we do not, at any given time, rely on any of the provisions of these general terms and conditions of sale may not be interpreted as an amendment to them, nor as a waiver of our right to rely subsequently on any of those provisions.
ARTICLE 2: Products
The seller reserves the right to modify its products in line with technical developments.
ARTICLE 3: Orders
Orders shall be placed in writing and shall refer to our price lists and order forms. They shall state in particular the date, the name or company name and the address of the buyer, together with the date and the exact place of delivery where that address differs from the invoicing address.
They shall specify the references of our products, their prices and the related carriage and packing charges.
They will not be acknowledged, unless otherwise agreed.
ARTICLE 4: Dispatch
The delivery times stated on our order forms and other documents are purely indicative.
Any delay in delivery may not give rise to cancellation of the order, nor to penalties or damages for the benefit of the buyer.
All shipments are made by carrier or by La Poste.
ARTICLE 5: Delivery and transfer of risk
The Incoterms rule applicable to all our sales is: CPT named place of destination (Incoterms® ICC 2020).
Risk passes to the buyer upon handover of the goods to the first carrier, including where the seller bears the cost of carriage to the named place of destination.
For any shipment outside the European Union, import formalities, customs duties, taxes and charges payable in the country of destination are borne exclusively by the buyer.
ARTICLE 6: Invoicing
The invoice accompanies the shipment. It is drawn up on the basis of the prices stated on the order, with carriage conditions and tax in addition.
The invoice contains all the mandatory particulars required by the French Commercial Code.
ARTICLE 7: Right of withdrawal
In accordance with the legal provisions in force, a non-professional consumer customer has a period of 14 calendar days from receipt of the goods in which to exercise their right of withdrawal, without having to give reasons or pay a penalty.
Where the right of withdrawal is exercised within the above period, only the price of the product or products purchased and the delivery charges will be refunded; return costs remain payable by the customer.
Returns must be made in original condition and complete (packaging, accessories, instructions, etc.), together with a copy of the purchase invoice.
ARTICLE 8: Prices
Unless expressly agreed otherwise, the selling prices are those appearing in our price list in force at the time the order is placed.
They are stated excluding tax, VAT in addition, in euros, ex our warehouse. For a specific order, the price is the one agreed at the time of the order.
No discount, rebate or reduction constitutes an acquired right for the buyer, even where one has previously and exceptionally been granted, whatever the number or the amount of such discounts.
ARTICLE 9: Terms of payment
Sales are made against immediate payment, with no early-payment discount.
No retention of payment, and no adjustment in the form of a corrective debit, may be made by the buyer on any ground whatsoever. In the event of late or partial payment, the sums due shall bear interest as of right and without formal notice, at a rate equal to three times the legal interest rate, without prejudice to the enforceability of the debt.
Any late payment shall further give rise, as of right, to a fixed recovery-costs indemnity of 40 euros, in accordance with article L. 441-10 of the French Commercial Code. Where the recovery costs actually incurred exceed that amount, additional compensation may be claimed on production of supporting documents.
Deliveries shall be suspended until full payment of all sums due, together with the related interest.
ARTICLE 10: Retention of title
It is expressly stipulated, as an essential condition of this sale, that transfer of title to the goods delivered is suspended until payment of the price in full by the buyer.
In the event of total or partial failure to perform the obligation to pay the price, the buyer is under an obligation to return the goods received in performance of the sale referred to in the notice, immediately and at its own expense, upon formal notice from the seller by registered letter with acknowledgement of receipt.
Failing immediate performance by the buyer of that obligation to return the goods, the buyer may be compelled to do so by an interim order of the President of the Commercial Court of Créteil (Tribunal de Commerce de Créteil) authorising the seller, pursuant to this retention of title clause, to recover the goods from the buyer’s premises or from any other place, at the buyer’s sole expense.
This clause is enforceable in the context of court-supervised administration or liquidation proceedings.
We may also claim, from sub-purchasers, all or part of the price of the goods sold under retention of title which has not been paid, settled in value, or set off in current account between the customer and its sub-purchasers.
For the exercise of this right, the customer undertakes to provide us without delay and on first request with all relevant information or documents concerning those sub-purchasers (identity, state of sales, method and period of payment, etc.).
ARTICLE 11: Claims
As soon as the products arrive at the place of destination, the buyer must satisfy itself that the delivery conforms to the order. In the event of non-conformity, any resulting claims must, in order to be admissible, be sent to the seller in writing within 8 days, by registered letter with acknowledgement of receipt. Any goods refused and returned by the buyer without the express prior agreement of the seller, on the conditions determined by the seller, will be refused.
The provisions of this article apply without prejudice, for consumer customers, to the legal warranty of conformity and the legal warranty against latent defects.
ARTICLE 12: Warranty
The seller warrants the product sold for the period set out in the specific conditions of the contractual warranty.
Unless otherwise specifically agreed, it is expressly agreed that the seller’s contractual warranty is limited to the repair or the replacement of the product acknowledged to be defective by the seller, to the exclusion of any damages on any ground whatsoever. The cost of sending and returning the product shall be borne by the buyer.
The warranty does not apply to replacements or repairs resulting from normal wear and tear of the equipment. Likewise, the seller is not liable for defects, breakage or deterioration resulting from faulty installation, improper use of the products, inexperience of the operator, poor maintenance, and the like.
For consumer customers, this contractual warranty is in addition to the legal warranty of conformity and the legal warranty against latent defects, which remain applicable under the conditions laid down by the French Consumer Code and the French Civil Code.
ARTICLE 13: Intellectual property rights
The seller’s trademark may under no circumstances be dissociated from our products.
All our products and their packaging bear the seller’s trademark, comprising the designations “SAUGNAC”, “LES JAUGES SAUGNAC” and “SAUGNAC JAUGES”, together with the logo (circle + vernier + crack). The designations and the logo are indissociable. They are registered with the INPI (French National Institute of Industrial Property). The buyer is prohibited, on pain of prosecution, from reproducing or imitating, in whole or in part, in any form whatsoever (photograph, sketch, reproduction, etc.), the products, models and/or trademarks of the seller or distributed by the seller. The buyer is likewise prohibited from passing on to third parties any information enabling the reproduction, in whole or in part, of those products, models and/or trademarks, or their imitation, failing which it would be guilty of complicity in the offences committed. Where the buyer purchases products from the seller for resale, it must comply with a specific contractual agreement binding it in particular:
- to maintain the trademark on all products;
- to provide the user with installation instructions which must have received the seller’s prior approval.
ARTICLE 14: Termination clause
In any event, should the buyer fail to perform any of its obligations, we reserve the right:
- either to suspend performance of the order;
- or to treat the order as terminated as of right, in each case without prejudice to our right to damages, following simple formal notice sent to the buyer.
Where down payments have been made by the buyer, they will be retained by way of damages.
The stipulations laid down either by these general terms and conditions of sale or by the specific conditions of each order do not preclude our right to claim compensation for any loss or to bring any action not expressly provided for.
ARTICLE 15: Personal data
Personal data collected in connection with the order is processed in accordance with the arrangements set out in our privacy policy and our cookie policy, accessible from every page of the website.
ARTICLE 16: Consumer mediation
In accordance with article L. 612-1 of the French Consumer Code, a consumer customer has the right to have free recourse to a consumer mediator with a view to the amicable resolution of a dispute with the seller, having first attempted to resolve it by means of a written complaint to our departments.
ARTICLE 17: Jurisdiction
Any dispute relating to the performance or interpretation of these terms shall fall within the exclusive jurisdiction of the Commercial Court of Créteil, France (Tribunal de Commerce de Créteil); the same shall apply in the event of an action on a warranty, an incidental claim or a plurality of defendants.
This clause does not apply to consumer customers, who retain the right to bring proceedings before the territorially competent court of their choice in accordance with the provisions of the French Code of Civil Procedure.
ARTICLE 18: Governing law
French law alone shall apply to the performance of these terms, to the exclusion of any other law.
