General Terms and Conditions of Sale between Professionals and Carmelec
These General Terms and Conditions of Sale, in accordance with Article L.441-6 of the French Commercial Code, constitute the sole basis of the commercial relationship between the parties.
Article 1 – Purpose
These General Terms and Conditions define the terms under which the company CARMELEC (hereinafter referred to as the “Supplier”, “Service Provider” or “Seller”) supplies professional customers (hereinafter referred to as the “Customer(s)”, “Buyer” or “Purchaser”), upon request, via the Supplier’s website, by direct contact or via paper documentation, with the following products and services:
- Design and manufacture of radiation protection measurement equipment (radioactive contamination and ionizing radiation), signage and monitoring beacons;
- Design and manufacture of non-destructive testing (NDT) measurement equipment, including penetrant testing, photometry and magnetic particle inspection;
- Software development and installation;
- Equipment lifecycle services: repair, maintenance, and metrology (inspection and calibration of measuring instruments).
These General Terms and Conditions apply, without restriction or reservation, to all Services provided by the Service Provider to Customers of the same category, regardless of any clauses that may appear in the Customer’s documents, in particular their general purchasing conditions.
In accordance with applicable regulations, these General Terms and Conditions of Sale are systematically communicated to any Customer who so requests, in order to enable them to place an order with the Service Provider. They are also communicated to any Customer prior to the conclusion of a single agreement referred to in Article L.441-7 of the French Commercial Code, within the statutory time limits.
Any order for Products or Services implies the Customer’s full and unreserved acceptance of these
General Terms and Conditions of Sale.
These terms apply to purchases made by Buyers located both in mainland France and abroad.
In accordance with applicable regulations, CARMELEC reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, depending on negotiations conducted with the Customer, by establishing specific conditions of sale.
Article 2 – Orders
Prior to placing a first order, the professional Customer is required to create a professional account and provide all mandatory legal information, including the company name, registered office, SIRET number, and the contact details of the accounting department.
Sales or Services are deemed final only after a quotation has been issued and the Customer’s order has been expressly accepted in writing by CARMELEC, as evidenced by an order acknowledgment and acceptance of the quotation.
CARMELEC provides electronic ordering means (including acceptance and confirmation) enabling Customers to place orders under optimal conditions of convenience and efficiency.
Order registration and acceptance are confirmed by the sending of an email. Computerized records stored in the Seller’s information systems under reasonable security conditions shall be considered proof of communications, orders, and payments between the parties. Purchase orders and invoices are archived on a reliable and durable medium that may be produced as evidence.
Any modifications requested by the Buyer may only be taken into account, within the limits of the Supplier’s capabilities and at its sole discretion, if notified in writing at least fourteen (14) days prior to the scheduled delivery date of the ordered Products, subject to the Buyer signing a specific purchase order and any applicable price adjustment.
In certain cases, in particular in the event of an abnormal order, customer default (including non-payment), incorrect address, incomplete information, or any other issue relating to the Buyer’s account, the Seller reserves the right to cancel or suspend the Buyer’s order until the issue has been resolved.
Products are supplied at the prices stated in the Supplier’s price list and, where applicable, in the commercial proposal sent to the Buyer. These prices are firm and non-revisable during their period of validity.
In the event of cancellation of the order by the Buyer after its acceptance by the Supplier less than 14 days before the scheduled date for the supply of the ordered Products, for any reason other than force majeure, a sum equal to 30 of the total price excluding VAT of the Services shall be definitively retained by the Supplier and invoiced to the Customer as liquidated damages, in compensation for the loss incurred.
Information contained in CARMELEC’s catalogues, brochures, and price lists is provided for information purposes only and may be revised at any time.
CARMELEC reserves the right to make any changes it deems useful.
For any questions relating to order tracking, the Buyer should contact: contact@carmelec.fr.
Article 3 – Product information
Products and Services are governed by these General Terms and Conditions and are offered subject to availability. The Seller shall not be held liable by the professional Customer in the event of a product being unavailable.
Product availability and delivery times are indicated at the time the order is placed. In the event that an ordered product is unavailable, the Buyer shall be informed by email.
The cancellation of the order for the unavailable product and any applicable refund shall then be carried out, the remainder of the order remaining firm and final.
Products are described and presented as accurately as possible. However, should any errors or omissions occur in this presentation, the liability of CARMELEC may not be engaged.
CARMELEC reserves the right to discontinue the marketing of any product offered to the professional Customer or to modify the characteristics of the products sold, without the Seller’s liability being incurred in this respect and without any claim for damages.
Article 4 – Payment terms
For any new Customer, the price is payable in cash and in full on the date of the first order for the Products.
CARMELEC shall not be required to provide the Services ordered by the Customer or to deliver the ordered Products if the Customer has not paid the price in accordance with the terms and conditions set forth in these General Terms and Conditions of Sale.
The price is payable in full, in a single payment, within a maximum period of thirty (30) days end of month or from the date of issue of the invoice, as mutually agreed between the Buyer and the Seller during commercial negotiations.
The following secure payment methods are accepted:
- by bank transfer;
- by bank cheque. In the event of payment by cheque, the cheque must be issued by a bank domiciled in mainland France or in Monaco. The cheque shall be deposited for collection immediately, and payments made by the Buyer shall be deemed final only after the effective collection of the sums due by the Seller.
In the event of late payment and settlement of the sums due by the Customer beyond the above-mentioned deadline, and after the payment date indicated on the invoice, late payment penalties calculated at a monthly rate of five percent (5%) of the total price including VAT for the provision of the Services shall automatically and by operation of law accrue to CARMELEC, without any prior formality or notice of default.
Late payment shall result in the immediate payment being due of all sums owed by the Customer, without prejudice to any other action that the Seller may be entitled to take against the Customer.
Furthermore, CARMELEC reserves the right, in the event of non-compliance with the payment terms set out above, to suspend or cancel the provision of the Services or delivery of the Products ordered by the Customer, and to amend the Customer’s payment terms by requiring payment in cash at the time of order for any future order.
No additional fees exceeding the costs borne by the Seller for the use of a payment method may be charged to the Customer.
The Seller retains ownership of the Products sold until full payment of the price by the Buyer, entitling the Seller to repossess said Products. Any deposit paid by the Buyer shall remain the property of the Seller as lump-sum compensation, without prejudice to any other actions the Seller may be entitled to take against the Buyer. However, the risk of loss or damage shall be transferred to the Buyer upon dispatch of the ordered Products.
Accordingly, the Buyer undertakes to insure, at its own expense, the ordered Products for the benefit of the Supplier, by means of appropriate insurance, until full transfer of ownership, and to provide proof thereof upon delivery. Failing this, the Supplier shall be entitled to postpone delivery until such proof is provided.
Article 5 – Prices
Products are supplied at the prices of CARMELEC in force on the date the order is placed and, where applicable, at the prices set out in the specific commercial proposal sent to the Purchaser. These prices are firm and non-revisable during their period of validity, as indicated by the Supplier.
These prices are net, excluding VAT, ex works, with packaging charged in addition. Prices are expressed in euros. Prices take into account the VAT rate applicable on the date of the order, and any change in the applicable VAT rate shall be automatically reflected in the price of the Products. Should one or more taxes or contributions, in particular environmental taxes, be created or modified, whether increased or decreased, such changes may be reflected in the sale price of the Products.
Prices do not include transport costs, customs duties, or any insurance, which remain at the Buyer’s expense.
Specific pricing conditions may be applied depending on the Buyer’s specific requirements, in particular with regard to delivery terms and deadlines, or payment terms and conditions. In such cases, a specific commercial offer shall be sent to the Buyer as indicated by the Supplier, except in the event of an unforeseeable increase in raw material prices.
No discount shall be granted by the Supplier for payment made before the due date indicated on the invoice, within a period shorter than that specified in these General Terms and Conditions of Sale.
For service provisions, an invoice shall be issued by the Seller and provided to the Customer upon each provision of Services.
The conditions for determining the cost of Services whose price cannot be known in advance or accurately indicated, as well as the pricing calculation method enabling verification thereof, shall be communicated to the Customer or shall be the subject of a detailed quotation, at the Customer’s request, in accordance with the provisions of Article L.441-6, II of the French Commercial Code.
In the event of a repair request, if the quotation is refused by the Customer, the return of the equipment shall be handled by Carmelec, and the return costs shall be borne by the Customer. An invoice shall be issued accordingly.
Article 6 – Transfer of ownership and transfer of risks
The transfer of ownership of the Products to the Buyer shall take place only after full payment of the price by the Buyer, regardless of the delivery date of the said Products.
The transfer to the Buyer of the risks of loss or damage to the Products shall take place upon dispatch of the said Products, independently of the transfer of ownership, regardless of the date of the order or of its payment
The Buyer acknowledges that delivery is the responsibility of the carrier, and that the Seller shall be deemed to have fulfilled its delivery obligation once the ordered Products have been handed over to the carrier, who has accepted them without reservation.
Accordingly, the Buyer shall have no recourse against CARMELEC in the event of failure to deliver the ordered Products or in the event of damage occurring during transport or unloading.
Article 7 – Delivery terms
The delivery conditions or service provision terms, in particular the costs and delivery times, vary depending on the delivery method chosen. They are specified at the time the order is placed and confirmed by the Customer.
The ordered Products are delivered by an independent carrier, depending on the size and weight of the ordered Products, at the Seller’s sole initiative. The Products are delivered to the address indicated by the Buyer at the time of ordering; the Buyer shall ensure its accuracy, the Products being transported at the Buyer’s sole risk.
The Products purchased by the Buyer shall be delivered within a maximum period of twenty (20) business days from receipt by the Supplier of the corresponding purchase order duly signed and accompanied by the deposit amount due on that date. This period does not constitute a strict deadline, and the Supplier shall not incur any liability towards the Buyer in the event of a delivery delay not exceeding five (5) business days. In the event of a delay exceeding ten (10) business days, the Buyer may request termination of the sale. Any deposits already paid shall then be refunded by the Supplier. In no event shall the Supplier be held liable for any delay or suspension of delivery attributable to the Buyer or in the event of force majeure.
Any package returned to the Seller due to an incorrect or incomplete delivery address shall be reshipped at the Buyer’s expense. At the Buyer’s request, an invoice may be sent to the billing address rather than the delivery address, by selecting the option provided for this purpose on the purchase order.
In the event of a change of location, ldelivery and handover of the Products may take place at any other location designated by the Buyer, subject to prior notice of at least five (5) business days, at the Buyer’s sole expense.
Likewise, in the event of special requests by the Buyer regarding packaging or transport conditions for the ordered Products, duly accepted in writing by the Supplier, the related costs shall be subject to additional specific invoicing.
In no event shall the Supplier be held liable for any delay or suspension of delivery attributable to the Buyer or in the event of force majeure.
Article 8 – Receipt of Products
If, at the time of delivery, the original packaging is damaged, torn or opened, the Buyer must check the condition of the Products. If the Products have been damaged, the Buyer must refuse the package and make a written reservation on the delivery note (package refused due to damage or opening).
The Buyer must indicate on the transport document, in the form of complete, reasoned and as precise as possible handwritten reservations, any anomaly relating to the delivery (damage, missing product compared to the delivery note, damaged package, broken Products, etc.). The Buyer must then confirm these reservations to the carrier by registered letter, at the latest within three (3) days following receipt of the Products, excluding public holidays, failing which the claim shall be time-barred. Such confirmation may be made by extrajudicial act or by registered letter, stating the reasoned protest following receipt of the Product(s). The Buyer undertakes to send a copy of this correspondence to the Seller by fax or by ordinary mail to the address indicated in the legal notices on the website.
This verification shall be deemed to have been carried out once the Buyer, or any person authorized by the Buyer, has signed the delivery note.
The Buyer must also submit to the Seller, on the day of delivery or within three (3) days following delivery, excluding public holidays, any claim relating to delivery errors and/or non-conformity of the Products in terms of quantity or quality compared to the information stated on the purchase order. For such a claim to be valid, it must necessarily refer to the relevant order and delivery references.
If accessories are missing, the Buyer must notify the Seller within seven (7) business days following delivery, so that the Seller may request the Supplier to send the missing items as soon as possible.
Any claim not made in accordance with the rules and deadlines set out above shall not be taken into account and shall release the Seller from any liability vis-à-vis the Buyer.
Returns shall only be accepted for Products in their original condition (packaging, accessories, instructions, etc.) and only after the Seller’s prior written approval.
In the event of a delivery error or exchange, any Product to be exchanged or refunded must be returned to the Seller in its entirety and in its original packaging, by any transport method chosen by the Buyer, provided that tracking is used, to the following address: contact@carmelec.fr.
Return costs shall be borne by the Buyer.
In the absence of any reservations or claims made by the Customer in accordance with the above provisions, any Product delivered by the Seller shall be deemed compliant.
Article 9 – Intellectual property rights
CARMELEC retains all industrial and intellectual property rights relating to the Products manufactured (including those produced at the Customer’s request) for the purpose of providing services to the Customer, as well as to photographs and technical documentation, which may not be disclosed, reproduced or represented without its prior written authorization. Any use or reproduction of the CARMELEC trademark without the company’s authorization is strictly prohibited.
In the event of a violation of CARMELEC’s industrial or intellectual property rights by the Buyer, and fifteen (15) days after receipt by the Buyer of a registered letter with acknowledgment of receipt remaining without effect, the Buyer shall be liable to pay a lump-sum indemnity of FIFTY THOUSAND EUROS (€50,000) as compensation for the infringement of said rights.
Article 10 – Warranty
Products delivered by the Supplier are covered by a contractual warranty of one (1) year from the date of delivery, covering any non-conformity of the Products with the order as well as any latent defect resulting from a defect in materials, design or manufacturing affecting the delivered Products and rendering them unfit for use.
The warranty forms an indivisible whole with the Product sold by the Seller. The Product may not be sold or resold in an altered, transformed or modified state.
This warranty is limited to the replacement of Products that are non-compliant or affected by a defect.
Any warranty is excluded in the event of improper use, negligence or lack of maintenance by the Buyer, as well as in the event of normal wear and tear of the Product or force majeure.
In order to assert its rights, the Buyer must, under penalty of forfeiture of any related claim, notify the Supplier in writing of the existence of the defects within a maximum period of thirty (30) days from their discovery. The Supplier shall replace or repair the Products or parts under warranty deemed defective. This warranty also covers labor costs.
The replacement of defective Products or parts shall not have the effect of extending the duration of the warranty set out above.
Finally, the warranty shall not apply if the Products have been subjected to abnormal use or used under conditions other than those for which they were manufactured, in particular in the event of non-compliance with the conditions set out in the instructions for use.
It shall also not apply in the event of deterioration or damage resulting from impact, fall, negligence, lack of supervision or maintenance, or in the event of modification of the Product.
Article 11 – Unforeseeability (Hardship)
These General Terms and Conditions of Sale expressly exclude the statutory hardship regime provided for in Article 1195 of the French Civil Code for all Product sales transactions between the Supplier and the Buyer. Accordingly, the Supplier and the Buyer each waive the right to rely on the provisions of Article 1195 of the French Civil Code and on the hardship regime set out therein, and undertake to perform their respective obligations even if the contractual balance is disrupted by circumstances that were unforeseeable at the time the sale was concluded, even if performance of such obligations becomes excessively onerous, and to bear all resulting economic and financial consequences.
Article 12 – Suspension for non-performance
It is recalled that, pursuant to Article 1219 of the French Civil Code, each Party may refuse to perform its obligation, even if due, where the other Party fails to perform its own obligation and such non-performance is sufficiently serious, that is, likely to call into question the continuation of the contract or to fundamentally disrupt its economic balance. The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notice of breach sent for this purpose by the non-defaulting Party, indicating its intention to invoke the defense of non-performance, and shall remain in effect until the defaulting Party has remedied the breach. Such notice shall be sent by registered letter with acknowledgment of receipt or by any other durable written medium providing proof of dispatch.
This defense of non-performance may also be exercised on a preventive basis, in accordance with Article 1220 of the French Civil Code, where it is manifest that one of the Parties will not perform its obligations when due and where the consequences of such non-performance are sufficiently serious for the non-defaulting Party.
This right is exercised at the sole risk of the Party taking the initiative.
The suspension of performance shall take effect immediately upon receipt by the allegedly defaulting Party of the notice of intention to invoke the preventive defense of non-performance and shall remain in effect until the allegedly defaulting Party performs the obligation for which a future breach is manifest. Such notice shall be sent by registered letter with acknowledgment of receipt or by any other durable written medium providing proof of dispatch.
If the impediment is definitive or persists beyond a period of one month, these General Terms and Conditions shall be terminated ipso facto in accordance with the terms defined above.
Article 13 – Force majeure
The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a force majeure event within the meaning of Article 1218 of the French Civil Code.
Any circumstances beyond the control of the Parties preventing the performance of their obligations under normal conditions shall be considered grounds for exemption from liability and shall result in the suspension of the Parties’ obligations.
Force majeure events shall include any irresistible, external, unforeseeable and unavoidable events, independent of the will of the Parties, which cannot be prevented despite all reasonably possible efforts. Expressly considered as force majeure events or fortuitous events, in addition to those generally recognized by French case law, are: disruption of transport or supply networks, earthquakes, fires, storms, floods, lightning, interruption of telecommunications networks, or difficulties specific to telecommunications networks external to customers.
The Party affected by such an event shall promptly inform the other Party of its inability to perform its obligation and provide justification thereof. The suspension of obligations shall in no event give rise to liability for non-performance of the obligation concerned, nor to the payment of damages or late penalties.
Performance of the obligation shall be suspended for the entire duration of the force majeure event, provided that it is temporary and does not exceed a period of thirty (30) days. Consequently, upon the disappearance of the cause of suspension of their respective obligations, the Parties shall make every effort to resume performance of their contractual obligations as soon as possible. For this purpose, the prevented Party shall notify the other Party of the resumption of performance by registered letter with acknowledgment of receipt or by any extrajudicial act. If the impediment is definitive or exceeds a period of thirty (30) days, these General Terms and Conditions shall be terminated ipso facto in accordance with the terms defined above.
Article 14 – Termination of the contract
In the event of sufficiently serious non-performance by one Party of any of its obligations, the non-defaulting Party may notify the defaulting Party, by registered letter with acknowledgment of receipt, of the termination for breach of these General Terms and Conditions, thirty (30) days after the sending of a formal notice to perform that has remained unsuccessful, in accordance with the provisions of Article 1224 of the French Civil Code.
Termination as of right due to force majeure may only take place thirty (30) days after the sending of a formal notice notified by registered letter with acknowledgment of receipt or by any extrajudicial act.
It is expressly agreed between the Parties that the debtor of a payment obligation under this agreement shall be validly placed in default by the sole fact that the obligation becomes due, in accordance with the provisions of Article 1344 of the French Civil Code.
In any event, the injured Party may seek an award of damages before the competent courts.
Article 15 – Dispute – Prior conciliation
With a view to jointly finding a solution to any dispute arising from the performance of this contract, the contracting parties agree to meet within ten (10) business days following receipt of a registered letter with acknowledgment of receipt sent by either party. This amicable settlement procedure constitutes a mandatory prerequisite to the initiation of any legal proceedings between the parties. Any legal action brought in breach of this clause shall be declared inadmissible. However, if after a period of twenty business daysthe parties fail to reach an agreement or settlement, the dispute shall then be submitted to the jurisdiction designated below.
Article 16 – Personal data protection
Personal data collected from Buyers are subject to computerized processing carried out by the Supplier. Such data are recorded in the Supplier’s customer database and are necessary for processing orders. This information and personal data are also retained for security purposes, in order to comply with legal and regulatory obligations. They shall be retained for as long as necessary for the performance of orders and any applicable warranties.
The Supplier acts as the data controller. Access to personal data is strictly limited to employees of the data controller who are authorized to process such data by virtue of their duties. The collected information may be communicated to third parties contractually bound to the company for the performance of subcontracted tasks, without requiring the Buyer’s authorization.
In the performance of their services, such third parties have only limited access to the data and are required to use it in compliance with applicable personal data protection legislation. Outside the cases set out above, the Supplier undertakes not to sell, rent, assign or grant access to the data to third parties without the Buyer’s prior consent, unless required to do so for a legitimate reason.
If the data are transferred outside the European Union, the Buyer shall be informed and the safeguards implemented to ensure data security (for example, the external service provider’s adherence to the “Privacy Shield”, adoption of standard contractual clauses approved by the CNIL, adoption of a code of conduct, or obtaining a CNIL certification, etc.) shall be specified.
In accordance with applicable regulations, the Buyer has the right to access, rectify, erase and port the data concerning them, as well as the right to object to processing on legitimate grounds. These rights may be exercised by contacting the data controller at the following email address: contact@carmelec.fr
In the event of a complaint, the Buyer may lodge a complaint with the Supplier’s data protection officer or with the French Data Protection Authority (Commission Nationale de l’Informatique et des Libertés – CNIL).
Article 17 – Partial validity
If one or more provisions of these General Terms and Conditions are held to be invalid or declared as such pursuant to a law, regulation, or a final decision of a competent court, the remaining provisions shall remain in full force and effect.
Article 18 – Language, applicable law and competent jurisdiction
By express agreement between the Parties, these General Terms and Conditions of Sale and the purchase and sale transactions arising therefrom are governed by French law.
They are drafted in French and English. In the event that they are translated into one or more languages, only the French version shall prevail in the event of a dispute.
In the event of a dispute or claim, the Buyer shall first contact the Seller in order to seek an amicable solution.
Failing such amicable resolution, ALL DISPUTES ARISING FROM THIS CONTRACT AND THE AGREEMENTS RESULTING THEREFROM, RELATING IN PARTICULAR TO THEIR VALIDITY, INTERPRETATION, PERFORMANCE, TERMINATION, CONSEQUENCES AND AFTEREFFECTS, SHALL BE SUBMITTED TO THE JURISDICTION OF THE COMMERCIAL COURT OF PERPIGNAN.
Article 19 – Acceptance of the General Terms and Conditions of Sale
These General Terms and Conditions of Sale, together with the applicable prices and rate schedules, are expressly approved and accepted by the Buyer, who declares and acknowledges having full knowledge thereof and, as a result, waives the right to rely on any contradictory document, in particular its own general terms and conditions of purchase.
Société coopérative sous forme de SARL CARMELEC à capital variable
RCS PERPIGNAN 438 352 965
SIRET n° 438 352 965 00026
231 rue James Watt – Tecnosud 66100 PERPIGNAN
Tél. : 04 68 83 28 26
E-mail : commercial@carmelec.fr
