General Terms and Conditions of sale
ARTICLE 1: Validity of agreements
Any order automatically implies acceptance of these general terms and conditions of sale, along with the waiver by the customer of its own terms of purchase, whatever these terms, even in the event that the customer has sent us terms of purchase or other document containing a provision symmetrical to the foregoing.
The fact that we do not avail ourselves, at any given time, of any of the provisions of our general terms and conditions of sale cannot be interpreted as a modification of the said general terms and conditions of sale, nor a waiver to avail ourselves subsequently of any of the said terms and conditions.
ARTICLE 2: Items
The vendor reserves the right to change its items according to technical developments.
ARTICLE 3: Orders
Orders will be written and refer to our rates and purchase order. They will include the date, name or business name and address of the buyer, along with the date and exact place of delivery if the address is different from the billing address.
They shall specify the references of our items, their prices and the consecutive shipping and packaging costs.
They will not be the subject of an acknowledgement of receipt, unless otherwise stipulated.
ARTICLE 4: Shipment
The delivery times indicated on our purchase orders and other documents are purely indicative.
Any delays in delivery may not give rise to the cancellation of the order, penalties or damages for the benefit of the buyer.
All shipments are made by CARRIER or by POST
ARTICLE 5: Delivery and transfer of risk
The Incoterms rule applicable to all our sales is: CPT to agreed destination (Incoterms ICC 2010)
ARTICLE 6: Invoicing
The invoice accompanies the shipment. It is established on the basis of the prices specified on the order, plus shipping conditions and tax.
The invoice shall mention all the particulars provided for in Article 31 of the amended Ordinance of 1 December 1986.
ARTICLE 7: Cancellation period
In accordance with the legal provisions in force, the non-professional consumer customer has a period of 7 clear days from receipt of their products to exercise their right of withdrawal, without having to justify reasons or pay a penalty.
If the right of withdrawal is exercised within the aforementioned period, only the price of the product(s) purchased and the shipping costs will be refunded; the return costs remain the responsibility of the customer.
Returns are to be made in their original state and complete (packaging, accessories, package leaflet, etc.), and accompanied by a copy of the purchase invoice
ARTICLE 8: Prices
Unless expressly stated otherwise, the sale prices are those appearing on our tariff in force at the time of placing the order. However, they may vary depending on the economic conditions at the time of placing the order.
They are given excluding tax, VAT not included, in Euros, from our stores. In the event of a specific order, the price is the one agreed upon at the time of the order.
No discount or rebate constitutes an acquired right for the buyer, even if it has been previously and exceptionally granted, regardless of the number or importance
ARTICLE 9: Terms of payment
Sales are made in cash, without discounts.
No payment withholding or modification in the form of a corrective debit may be made by the buyer for any reason whatsoever. In the event of late payment or partial payment, the sums due will accrue interest automatically and without formal notice, at rates corresponding to three times the legal interest rate, without this clause adversely affecting the payment of the debt.
Moreover, any delay in payment automatically results, at the buyer’s expense, in a compensation fixed as a penalty clause at 40 Euros (Decree No.2012-1115 of 2-10-2012)
Deliveries will be suspended until full payment of all amounts due with interest thereon.
ARTICLE 11: Retention of title clause
It is expressly stipulated, as an essential condition of this sale, that the transfer of ownership of the delivered goods is suspended until full payment of its price by the buyer.
In the event of total or partial non-performance of the obligation to pay the price, the buyer shall have the right to return immediately and at their own expense to the vendor, upon formal notice by this latter, by registered letter with acknowledgement of receipt, the goods received in execution of the sale referred to in the aforementioned notification.
Failing immediate performance by the buyer of this obligation of return, they may be compelled by interim order of the President of the Commercial Court of Annecy authorising, pursuant to this retention of title clause, the vendor to take back the goods from the buyer’s stores and from any other place
and at the exclusive expense of this latter.
This clause is enforceable in the context of judicial settlement or liquidation of property.
We may also claim in the hands of the sub-purchasers, the part or part of the price of the goods sold with retention of title clause which has not been paid, nor settled in value, nor offset in current account between the customer and its sub-purchasers.
To exercise this right, the customer undertakes to provide us without delay and upon first request, with all relevant information or documents concerning these sub-purchasers (identity, sales status, payment method and deadline, etc.).
ARTICLE 12: Claims
Upon arrival of the products at their destination, the buyer is required to ensure that the delivery conforms to the order. In the event of nonconformity, the claims that may result must, in order to be admissible, be sent in writing to the vendor, within 8 days, by registered mail with acknowledgement of receipt. Any goods refused and returned by the buyer without the express and prior agreement of the vendor to the terms and conditions it will set, will be refused.
ARTICLE 13: Guarantee
The vendor will be the guarantor of the item sold for the duration provided for in the special conditions of conventional warranty.
Unless otherwise agreed, it is expressly agreed that the vendor’s contractual warranty will be limited to the repair or replacement of the item recognized as defective by the vendor, excluding any damages for any reason whatsoever. The shipping costs for sending and returning the item will be borne by the buyer.
The warranty does not apply to replacement or repairs that result from normal wear and tear of the devices. Similarly, the vendor is not responsible for defects, breakages or deterioration resulting from incorrect installation, misuse of the items, inexperience of the operator, poor maintenance, etc.
ARTICLE 14: Intellectual property
The vendor’s brand cannot in any case be dissociated from our items.
All our items and their packaging are marked with the vendor’s trademark, which includes the name “LES JAUGES SAUGNAC” and “SAUGNAC GAUGES” associated with the logo (circle + vernier + crack). Name and logo are inseparable. They have been registered with the INPI (French national institute of industrial property). The buyer is forbidden, under penalty of prosecution, from reproducing or imitating, in whole or in part, in any form whatsoever (photograph, sketch, reproduction, etc.) the vendor’s items, models and/or brands, or those distributed by the vendor. The buyer is also prohibited from transmitting to third parties any information allowing the total or partial reproduction of these items, models and/or brands or their imitation, in which case they would be guilty of complicity in the offences committed.
If the buyer buys from the vendor for the resale of the items, they are required to abide by a specific and contractual agreement which commits them in particular:
– to maintain the brand on all items,
– to provide the user with installation instructions which must, beforehand, have received the agreement of the vendor.
ARTICLE 15: Resolutory clause
In any event, should the buyer breach of any of their obligations, we reserve the right:
– either to suspend the completion of the order;
– or to consider this latter as automatically terminated, without prejudice to our rights to damages, after simple formal notice sent to the buyer.
If advance payments have been made by the buyer, they will be retained as damages.
The stipulations laid down:
– Either by these general terms and conditions of sale,
– Or by the special terms and conditions of each order, do not impede our right to claim compensation for any damage or to exercise any action not expressly provided for.
ARTICLE 16: Attribution of jurisdiction
Any dispute relating to the execution or interpretation hereof shall be the exclusive jurisdiction of the courts of Annecy; the same shall apply in the event of the introduction of third parties, incidental claims or multiple defendants
ARTICLE 17: Governing law
For the execution hereof, only French law will apply, to the exclusion of any other.