CARMELEC’S GENERAL TERMS AND CONDITIONS OF SALE
CARMELEC’S GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and conditions constitute, in accordance with Article L 441_6 of the French Commercial Code, the sole basis of the commercial relationship between the parties:
ARTICLE 1 – SCOPE
Their purpose is to define the conditions under which CARMELEC (“Supplier or Service Provider, or Seller”) provides the following services to Professional Customers (“Customers or the Customer, or the Buyer”) who request them, via the Service Provider’s website, by direct contact or in writing:
• Safety and radiation protection (measuring devices for radioactive contamination and ionizing radiation): measuring equipment for non-destructive testing, radiation protection;
• Manufacturing and design of measuring, penetrant testing, photometry and magnetic particle inspection equipment;
• Software development and installation;
• Equipment follow-up: repair and maintenance, and metrology (control and calibration of measuring devices).
They apply, without restriction or reservation, to all Services offered by the Service Provider to Customers in the same category, regardless of the clauses that may appear on the Customer’s documents and in particular its General Terms and Conditions of Purchase.
In accordance with the current regulations, these General Terms and Conditions of Sale are systematically communicated to any Customer who so requests, to enable them to place an order with the Service Provider. They are also communicated to any Customer prior to the conclusion of a standard agreement covered by Article L 441-7 of the French Commercial Code, within the legal time limits.
Any order for products or services implies the Customer accepts these General Terms and Conditions of Sale.
These conditions only concern purchases made by buyers located in Metropolitan France and delivered exclusively on French territory. For any delivery outside France, please send a message to the following address: email@example.com.
In accordance with the current regulations, CARMELEC reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Customer, by establishing special Terms and Conditions of Sale.
Furthermore, CARMELEC may also be required to establish specific General Terms and Conditions of Sale, which derogate from these General Terms and Conditions of Sale, depending on the type of Customer considered, determined on the basis of objective criteria. In this case the specific General Terms and Conditions of Sale apply to all Customers meeting these criteria.
ARTICLE 2 – ORDER
Prior to placing an order, the professional Customer is required to create a professional account in order to fill in all the legal and obligatory information: company name; registered office, SIRET and SIREE numbers (company identification numbers), bank details.
Sales or Services are only complete after an estimate has been drawn up and express written acceptance of the Customer’s order by CARMELEC, evidenced by an acknowledgement of receipt and acceptance of the estimate.
CARMELEC offers online ordering (including acceptance and confirmation) enabling Customers to order Services under ideal conditions of convenience and speed.
The taking into account of the order and its acceptance is confirmed by the sending of an e-mail. The computerized registers, stored in the Seller’s computer systems under reasonable security conditions, will be considered as proof of communication, orders and payments between the parties. The archiving of purchase orders and invoices is carried out with a reliable and durable support that can be produced as proof.
In certain cases, in particular in the event of an abnormal order, failure by the customer including the non-payment, incorrect address, incomplete information or other problems on the Buyer’s account, the Seller reserves the right to cancel or simply block the Buyer’s order until the problem is resolved.
Products are supplied at the rates mentioned on the Supplier’s price list and, where applicable, in the commercial estimate addressed to the Buyer. These prices are firm and non-revisable during their validity period.
The information contained in CARMELEC’s catalogues, brochures and price lists is given for information purposes only and may be revised at any time.
CARMELEC is entitled to make any modification that it deems useful.
For any questions concerning an order follow-up, the Buyer should send a message to the following address: firstname.lastname@example.org.
ARTICLE 3 – PRODUCT INFORMATION
The products and services are governed by these General Terms and Conditions of Sale, within the limits of available stocks. In case of unavailability of a product the professional Customer cannot engage the Seller’s responsibility.
Product availability and delivery times are indicated when ordering. In case of unavailability of an ordered product, the Buyer will be informed by e-mail.
The cancellation of the order of this product and its possible refund will then be made, the rest of the order remaining firm and final.
The products are described and presented as accurately as possible. However, if errors or omissions may have occurred in this presentation, CARMELEC could not be held responsible.
CARMELEC reserves the right to cease the commercialization of any product offered to the professional Customer or to modify the characteristics of the products on sale without the Seller being held responsible in this regard and/or without the Buyer being able to claim damages.
ARTICLE 4 – TERMS OF PAYMENT
Full payment will be required for the opening of a Customer account when placing a first order.
CARMELEC shall not be required to provide the Services ordered by the Customer or to deliver the ordered products if the Customer does not pay the price in accordance with the terms and conditions specified in these General Terms and Conditions of Sale.
The price is payable in full and in a single installment within a maximum period of THIRTY (30) days end of month or from the date of issue of the invoice, agreed between the Buyer and the Seller during the commercial negotiations.
We offer the following secure payment methods:
• Debit or credit cards: Visa, MasterCard, American Express, other credit cards
• Payment by check. In the case of payment by check, it must be issued by a bank domiciled in Metropolitan France or Monaco. The check is cashed immediately and the Seller will only consider the payments made by the Buyer final after effective cashing of the amounts due.
In the event of late payment and payment of the amounts due by the Customer beyond the time limit set above, and after the date of payment appearing on the invoice sent to the Customer, late payment penalties calculated at a monthly rate of 5% of the amount, including all taxes, of the price of the service provided, shall be automatically and legally acquired by Carmelec, without any formality or prior formal notice.
Late payment shall lead to immediate payment of all the amounts due by the Customer, without prejudice to any other action that the Seller may be entitled to take against the Customer, in this regard.
In addition, CARMELEC reserves the right, in the event of non-compliance with the terms of payment set above, to suspend or cancel the supply of the services or deliveries ordered by the Customer.
No additional costs, in addition to the cost incurred by the Seller for the use of a means of payment, may be charged to the Customer.
The Seller reserves a right of property on the products sold until full payment of the price by the Buyer, allowing the Seller to repossess the aforementioned products. Any advance payment made by the Buyer will remain acquired by the Seller as a fixed compensation, without prejudice to any other action that the Seller may be entitled to take against the Buyer as a result. On the other hand, the risk of loss and deterioration will be transferred to the Buyer as soon as the ordered products are delivered.
The Buyer therefore commits to have the products ordered insured, at their expense, for the benefit of the Supplier, by an appropriate insurance policy, until complete property transfer and to justify this to the Supplier upon delivery. Failing this, the Seller shall be entitled to delay delivery until such proof has been presented.
ARTICLE 5 – PRICES
The products are supplied at CARMELEC’s prices in force on the day the order is placed, and, where applicable, in the specific commercial proposal addressed to the Buyer. These prices are firm and non-revisable during their period of validity, as indicated by the Supplier.
These prices are net of all costs and excluding Tax, ex-works and packaging not included. The prices are indicated in Euros. The prices take into account the VAT applicable on the day of the order and any change in the applicable VAT rate will automatically be passed on to the price of the products. If one or more taxes or contributions, in particular environmental taxes, were to be created or modified, whether upwards or downwards, this change may be passed on to the selling price of the products.
They do not include transport, nor possible customs duties and insurance, which remain the Buyer’s responsibility.
Special pricing conditions may be applied depending on the specifics requested by the Buyer concerning, in particular, the terms and conditions of delivery, or the terms and conditions of payment. A special commercial offer will then be sent to the Buyer as indicated by the Supplier, except in the event of an unforeseeable increase in the price of raw materials.
No discount will be applied by the Supplier for payment before the date appearing on the invoice within a period less than that mentioned in these General Terms and Conditions of Sale.
For services, an invoice is drawn up by the Seller and given to the Customer at the time of each provision of Services.
The conditions for determining the cost of the services which price cannot be known in advance or indicated accurately, as well as the method for calculating the price so that it can be verified, will be communicated to the Customer or will be the subject of a detailed estimate, at the Customer’s request, in accordance with the provisions of Article L 441-6, II of the French Commercial Code.
ARTICLE 6 – PROPERTY TRANSFER – RISK TRANSFER
Product property transfer to the Buyer will only take place after full payment of the price by the latter, regardless of the delivery date of said products.
The Buyer acknowledges that it is the carrier’s responsibility to make the delivery, the Seller being deemed to have fulfilled their obligation to deliver once they have handed over the products ordered to the carrier who has fully accepted them. The Buyer therefore has no warranty claims against CARMELEC in the event of failure to deliver the Products ordered or for damage occurring during transport or unloading.
ARTICLE 7 – DELIVERY TERMS
The terms of delivery or service provision, in particular the costs and the delivery time differ depending on the delivery method chosen and are specified when ordering and confirmed by the Customer.
The products ordered are delivered by an independent carrier, depending on the size and weight of the products ordered and at the exclusive initiative of the Seller. The products are delivered to the address indicated when ordering; the Buyer shall ensure its accuracy, as the products travel at the Buyer’s own risk.
Any package returned to the Seller because of an incorrect or incomplete delivery address will be reshipped at the Buyer’s expense. The Buyer may, at their request, have an invoice sent to the billing address and not to the delivery address, by validating the option provided for this purpose on the order form.
Under no circumstances shall the Supplier be held responsible in the event of delay or suspension of delivery attributable to the Buyer or in the event of force majeure.
For orders outside Metropolitan France, please send and email to the following address: email@example.com
ARTICLE 8 – RECEIPT OF PRODUCTS
If upon delivery, the original package is damaged, torn or opened, the Buyer must then check the condition of the items. If they have been damaged, the Buyer must imperatively refuse the package and write a damage claim on the delivery receipt (package refused because open or damaged).
The Buyer must indicate on the transport order and in the form of a complete written damage claim, justified and as precise as possible, any anomaly concerning delivery (damage, missing product compared to the delivery order, damaged package, broken products…) The Buyer must then confirm this damage claim to the carrier by registered mail within three days at the latest, under penalty of foreclosure, not including public holidays following that of this receipt, by extrajudicial act or by registered letter, their justified protest following receipt of the product(s). The Buyer undertakes to send a copy of this letter by fax or ordinary mail to the Seller at the address indicated in the legal notice on the website.
This verification is deemed to have been carried out as soon as the Buyer, or a person authorized by them, has signed the delivery order.
The Buyer must also make any claim to the Seller on the day of the delivery or within three days after delivery, excluding public holidays, under penalty of foreclosure, for any delivery error and/or non-conformity of the products in kind or in quality with the indications on the order form. To be valid, this complaint must mention the order and delivery references.
If accessories are missing, the Buyer must inform the Seller within seven working days following delivery so that they can ask the Supplier to send the missing elements as soon as possible.
Any claim not made in accordance with the rules defined above and within the time limits specified shall not be taken into account and shall release the Seller from any responsibility towards the Buyer.
The return of the product will only be accepted for products in their original condition (packaging, accessories, instructions…) and only after prior written consent by the Seller.
In case of error of delivery or exchange, any product to be exchanged or refunded must be returned to the Seller as a whole and in its original packaging, by any means of transport at their convenience, but with tracking or follow-up, to the following address: firstname.lastname@example.org.
Return costs are the Buyer’s responsibility.
In the absence of any claims or complaints made by the Customer in accordance with the above-mentioned 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, photos and technical documentation, which may not be communicated, reproduced or represented without its written authorization. Any use or reproduction of the CARMELEC brand without the company’s authorization is strictly forbidden.
In the event of infringement of CARMELEC’s industrial and intellectual property rights by the Buyer fifteen (15) days after receipt by the latter of a registered letter with acknowledgement of receipt that has remained without effect, the Buyer shall be liable to pay an amount of FIFTY THOUSAND EUROS (50.000 €) by way of fixed compensation corresponding to the infringement of said rights.
ARTICLE 10 – WARRANTY
The products delivered by the Supplier benefit from a contractual warranty of ONE (1) year, valid from the date of delivery, covering the non-conformity of the ordered products and any hidden defect resulting from a defect in material, design or manufacturing affecting the products delivered and rendering them unsuitable for use.
The warranty forms an inseparable whole with the Product sold by the Seller. The Product must not be sold or resold altered, transformed or modified.
This warranty is limited to the replacement of non-conforming or defective products.
No warranty shall apply in the event of misuse, negligence or lack of maintenance by the Buyer, as well as in the normal wear and tear of the Product or in the event of force majeure.
In order to assert their rights, the Buyer must, under penalty of forfeiture of any action relating thereto, inform the Supplier in writing of the existence of the defects within a maximum period of THIRTY (30) days starting from their discovery. The Supplier shall replace or have repaired the Products or parts under warranty that are deemed defective This warranty also covers labor costs.
The replacement of defective Products or parts will not extend the duration of the above-mentioned warranty.
Finally, the warranty cannot be applied if the Products have been subject to abnormal use, or have been used in conditions different from those for which they were manufactured, in particular in the event of failure to comply with the conditions prescribed in the instructions for use.
It does not apply either in the case of damage or accident resulting from impact, fall, negligence, lack of supervision or maintenance, or in the case of transformation of the product.
ARTICLE 11 – UNFORESEEN CIRCUMSTANCES
These General Terms and Conditions of Sale expressly exclude the legal regime of contingency specified in article 1195 of the Civil Code for all Product sale operations from the Supplier to the Buyer. The Supplier and the Buyer therefore each waive the right to avail themselves of the provisions of article 1195 of the Civil Code and the contingency regime provided for therein, undertaking to assume their obligations even if the contractual balance is disturbed by circumstances that were unforeseeable at the time of the conclusion of the sale, even if their execution would prove to be excessively onerous and to bear all the economic and financial consequences.
ARTICLE 12 – PLEA OF NON-PERFORMANCE
It is recalled that in accordance with article 1219 of the Civil Code, each Party may refuse to perform their obligation, even though it is due, if the other Party does not perform their obligation and if this non-performance is sufficiently serious, that is to say, likely to call into question the continuation of the contract or fundamentally disturb its economic equilibrium. Suspension of performance shall take effect immediately upon receipt by the defaulting Party of the default notification sent to them for this purpose by the Party suffering from the default, indicating the intention to apply the plea for non-performance, as long as the defaulting Party has not remedied the fault noted, served by registered letter with acknowledgment of receipt or on any other durable written medium capable of providing proof of posting.
This plea of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not perform their obligations on the due date and that the consequences of such non-performance are sufficiently serious for the Party suffering from the default.
This option is used at the risk of the Party taking the initiative.
The suspension of performance shall take effect immediately upon receipt by the allegedly defaulting Party of notification of the intention to apply the plea of preventive non-performance until the such allegedly defaulting Party performs the obligation for which a future default is manifest, served by registered letter with acknowledgment of receipt or by any other durable written medium capable of producing proof of posting.
Should the impediment be permanent or last for more than a month, this agreement shall be unconditionally terminated in accordance with the terms and conditions established in the article Termination for failure of a Party to fulfill their obligations.
ARTICLE 13 – FORCE MAJEURE
The Parties shall not be held responsible if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, as defined in Article 1218 of the Civil Code.
Any circumstances beyond the control of the Parties that prevent the performance under normal conditions of their obligations shall be considered as grounds for exoneration of the Parties’ obligations and shall lead to their suspension.
Will be considered as cases of force majeure all compelling facts or circumstances, external to the parties, unforeseeable, unavoidable, beyond the control of the parties and which cannot be prevented by the latter, despite all reasonably possible efforts. The following are expressly considered as cases of force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of French courts and tribunals: the blocking of means of transport or supplies, earthquakes, fires, storms, floods, lightning, the interruption of telecommunications networks or difficulties specific to telecommunications networks external to the Customers. .Will be considered as cases of force majeure all compelling facts or circumstances, external to the parties, unforeseeable, unavoidable, beyond the control of the parties and which cannot be prevented by the latter, despite all reasonably possible efforts. The following are expressly considered as cases of force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of French courts and tribunals: the blocking of means of transport or supplies, earthquakes, fires, storms, floods, lightning, the interruption of telecommunications networks or difficulties specific to telecommunications networks external to the Customers.
The Party who ascertains the event shall immediately inform the other Party of their inability to perform and shall justify this inability to do so to the latter. The suspension of obligations may in no case be cause for responsibility for non-performance of the obligation involved, nor induce the payment of damages or penalties for delay.
The execution of the obligation is suspended for the entire duration of the force majeure if it is temporary and does not exceed a period of THIRTY (30) days. Consequently, as soon as the cause of the suspension of their reciprocal obligations disappears, the parties shall make every effort to resume the normal performance of their contractual obligations as soon as possible. To this end, the Party who is unable to do so shall notify the other Party of the resumption of their obligation by registered letter with acknowledgement of receipt or any extrajudicial document. Should the impediment be permanent or exceed a period of THIRTY (30) days, the present contract shall be unconditionally resolved according to the terms and conditions defined in the article “Termination for force majeure”.
ARTICLE 14 – TERMINATION OF CONTRACT
The Party suffering from default may, notwithstanding the clause Termination for failure of a Party to fulfill their obligations established below, in the event of sufficiently serious non-performance of any one of the obligations failing on the other Party, notify the defaulting Party by registered letter with acknowledgement of receipt, of the faulty termination of the present contract, THIRTY (30) days after sending formal notice to perform has remained unsuccessful, in application of the provisions of Article 1224 of the Civil Code.
The termination by right for force majeure, notwithstanding the clause Termination for failure of a Party to fulfill their obligations established below, may only take place THIRTY (30) days after sending formal notice notified by registered letter with acknowledgment of receipt or any extrajudicial act.
ARTICLE 15 – MEDIATION
In accordance with Article 1530 of the Civil Procedure Code, in the event of difficulties arising from the performance, interpretation or termination of their contract, the Parties commit themselves prior to any contentious actions, to submit their dispute to a Mediator appointed by the Seller.
For the purpose of jointly finding a solution to any dispute that may arise in the performance of this contract, the initiating Party shall send their grievances to the other Party by registered letter or registered letter with acknowledgment of receipt in order to implement this mediation clause. The receiving Party shall respond in the same manner within THIRTY (30) days from receipt of the registered letter with acknowledgment of receipt.
The Parties agree to meet within THIRTY (30) days from the receipt of the registered letter, notified by one of the Parties.
ARTICLE 16 – PARTIAL VALIDITY
Should one or more stipulations of these General Terms and Conditions be held invalid or declared as such in the application of a law, a regulation or following a final decision of a competent court, the other stipulations will retain their full force and scope.
ARTICLE 17 – LANGUAGE AND APPLICABLE LAW
These General Terms and Conditions of Sale and sale operations that result from them are governed by French law, by express agreement between the parties.
They are written in French. In the event that they are translated into one or several languages, only the French text shall be deemed authentic in the event of a dispute.
Should a dispute or claim arise, the Buyer shall first contact the Seller in order to obtain an amicable solution. Failing this, the Parties may initiate proceedings before the Commercial Court of Perpignan.
ARTICLE 18 – ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS OF SALE
These General Terms and Conditions of Sale, as well as the prices and scales, are expressly agreed and accepted by the Buyer, who declares and acknowledges having perfect knowledge of them, and therefore waives the right to rely on to any contradictory document and, in particular, their own General Terms and Conditions of Sale.
Cooperative Company set up as a LLC (SARL) CARMELEC with variable capital
RCS PERPIGNAN 438 352 965
SIRET n° 438 352 965 00026
231 rue James Watt – Tecnosud 66100 PERPIGNAN
Phone: +33 (0)4 68 83 28 26