1. General information
The purpose of these general terms and conditions of sale is to govern the contractual relationship between INOXONLINE, whose registered office is at 3 rue Max de Reinach, 67210 NIEDERNAI, a one-person simplified joint stock company with a capital of 5,000 euros, registered with the SAVERNE Trade and Companies Register under number 823 730 4444, and its customers, within the framework of its professional activity.
2. Purpose and scope
The acceptance of a quotation or the placing of an order by the Customer implies his full and complete acceptance of the General Terms and Conditions of Sale below, which prevail over any document of the Customer, in particular his general terms and conditions of purchase. However, certain clauses of these General Terms and Conditions of Sale may be waived by the establishment of specific Terms and Conditions of Sale which will have been communicated to the Customer by any means, or which would result from a negotiation approved by both parties.
3. Orders
3.1 Order taking
An order is only definitive when it has been confirmed by the signature of a commercial offer issued by the Company and signed by the Client's legal representative or any person duly authorised for this purpose. Any order placed directly by the Client will only be valid once a commercial offer has been drawn up by the Company and signed by the Client.
3.2 Commercial documents
The prices and special conditions appearing in catalogues, brochures, price lists, websites and all commercial documents issued by the Company, as well as those indicated orally by the Company to the Client, are only indicative and do not constitute offers, regardless of how they are communicated. Only offers as described above and signed by the Company are binding on it.
3.3 Validity of the offer
Unless special conditions are specified in the commercial offer, the offer is valid for three months from the date on which it is drawn up.
3.4 Modification
The terms of orders sent to the Company are irrevocable for the Client, unless expressly accepted in writing by the Company. In the event of a modification to the initial order, the deadlines and conditions stipulated will be extended according to the Company's possibilities.
3.5 Refusal of an order
In the event that the Client places an order with the Company without having fulfilled its obligations under previous orders, the Company reserves the right to refuse to accept or honour an order, without the Client being able to claim any compensation whatsoever, for any reason whatsoever.
4. Delivery and execution
4.1 Delivery times
Delivery times for goods and services are between 5 and 10 days; however, these times are given for information purposes only and are indicative as they depend in particular on the availability of goods, the order in which orders are processed, the constraints of carriers, the intervention schedule, the technical complexity encountered and the vagaries of the weather. Delays in delivery may not give rise to any penalty or compensation, nor be grounds for cancellation of the order.
4.2 Terms and conditions
In any event, delivery of the goods or work within the agreed time can only take place if the Customer is up to date with its obligations towards the Company.
4.3 Risks
The transfer of risk to the Client for products sold by the Company takes place when the goods are handed over to the carrier or when they leave our premises. As a result, the goods travel at the Customer's risk, and it is the Customer's responsibility, in the event of damage, loss or shortage, to make any reservations or to take any action against the carriers responsible, in accordance with the regulations in force.
4.4 Acceptance
Complaints about the non-conformity of the products or work delivered must be made by registered letter with acknowledgement of receipt or by letter delivered personally against receipt, within eight days of delivery of the products or receipt of the work. After this period, the products or work will be deemed to conform in quantity and quality to the order and no complaint will be accepted, whatever the alleged shortcoming.
4.5 Storage
In the event of failure to take delivery, the Customer will be liable to pay a storage fee, calculated from the seventh day of availability of the goods. This storage charge is set at 0.25% of the selling price of the goods stored, excluding VAT, and is invoiced in addition for each seven-day period that has begun.
5. Return of goods
Any return of goods must be agreed in writing by the Company. Any goods returned without this agreement will be held at the Customer's disposal and will not give rise to the issue of a credit note or the replacement of the goods. The costs and risks of the return shall be borne exclusively by the Customer.
6. Performance of services
6.1 Obligations of the Company
In order to carry out the due diligence and services agreed between the parties, the Company undertakes to use the technical and human resources at its disposal that are most likely to enable it to achieve the objectives defined. Consequently, the Company assumes only an obligation of means in the performance of its services.
6.2 Obligations of the Client
In any event, services can only be provided within the agreed timeframe if the Client is up to date with its obligations to the Company. In addition to the obligation to pay the agreed price as described below, the Client undertakes to provide all useful information and to make available to the Company all the resources necessary for the performance of the service.
7. Pricing and validity
7.1 Prices and accessories
Prices are net and exclusive of tax on the basis of the current price list. Any tax, duty or other charge to be paid in application of French legislation or that of an importing country or a transit country, and any changes thereto between the date of the order and the date of delivery or performance, shall be borne exclusively by the Customer. Costs and disbursements incurred by the Company will be invoiced in addition, according to a fixed price agreed between the parties or on presentation of supporting documents. Postage costs are also payable by the Client, unless otherwise agreed in writing by the Company. Prices are quoted in euros, the reference currency used for all relations between the parties.
7.2 Variability
Goods are supplied at the price in force at the time the order is placed. Our prices may vary at any time depending on supply conditions and the cost of raw materials used in the manufacture of the products. The same applies to the price indicated for hosting services, domain names and statistics, which may vary at any time depending on the purchasing conditions available to the Company.
7.3 Revision of prices
In the event of a successively executed contract, the price of a service may be revised annually or at each contractual deadline in accordance with a formula that takes into account the index published by INSEE in relation to the nature of the service provided.
8. Reduced prices
The Customer may benefit from the discounts and rebates set out in the Company's price lists, depending on the quantities purchased at a single time and in a single place, or on the regularity of its orders.
9. Invoicing and payment terms
All purchases of products or services will be invoiced by the Company as soon as the sale is completed, in accordance with the provisions of article L.441-3 of the French Commercial Code. The parties agree that the price must be paid in full by the due date stipulated on the invoice and corresponding to what has been previously negotiated, without this period exceeding sixty days from the date of issue of the invoice, in accordance with article L.441-6 of the French Commercial Code. Payments will be made by bank transfer or cheque issued by a bank domiciled in mainland France, by direct debit or by bank card.
Unless otherwise stipulated on the invoice, no discount will be granted for early payment.
10. Late payment
10.1 Penalties
Any sum not paid on the due date will automatically give rise, without the need for formal notice, to the payment by the Customer of late payment penalties set at three times the legal interest rate, i.e. 2.7% in 2017, per month or fraction of a month of the sums including VAT still due. This penalty is increased by the legal indemnity for collection costs set by decree at the sum of forty euros.
10.2 Damages and interest
After a delay of more than one month and after formal notice has remained without effect, the Customer will be liable to pay compensation of 15% of the initial amount of the order by way of damages.
10.3 Consequences
Any delay in payment shall automatically entail, irrespective of the origin of the delay and the Customer's economic, legal and financial situation, the immediate suspension of the taking of orders and of production and deliveries in progress on behalf of the Customer. The Company cannot be held responsible for any delay in production or delivery for the Client resulting from this situation.
11. Reservation of ownership
With the exception of specific orders for unique or custom-made items, the Company reserves ownership of the goods sold until full payment of the price by the Client, in principal and interest. In the event of non-payment of the price on the agreed due date, the Company may repossess the said goods, the sale will be cancelled by operation of law if the Company sees fit, and the advance payments already made will be retained by way of lump-sum compensation, in return for the Client's enjoyment of the goods. Even if the goods remain the property of the Company until full payment of their price, the Client will become responsible for them as soon as they are physically handed over, the transfer of possession entailing the transfer of risks. The Client therefore undertakes to take out an insurance policy prior to delivery, covering the risks of loss, theft or destruction of the goods delivered.
12. Confidentiality and intellectual property
Studies, plans, drawings, presentation media and, in general, everything that contributes to the originality of the products sold by the Company is an intellectual work that remains the intellectual property of the Company. The sale of these products does not confer any right of reproduction, even partial, without the prior written agreement of the Company.
13. Force majeure
The occurrence of a case of force majeure has the effect of suspending the performance of the Company's contractual obligations, without the Company being held liable. A case of force majeure is any event beyond the Company's control which prevents it from operating normally at the stage of manufacturing or dispatching goods. Cases of force majeure include, in particular, total or partial strikes hampering the smooth running of the Company or that of one of its suppliers, subcontractors or carriers, as well as interruptions to transport, energy supplies, raw materials or spare parts. In such circumstances, the Company will notify the Client by any appropriate means as soon as possible. This suspension of the contract will not give rise to any compensation, penalty for delay or cancellation of the order. As soon as the cause of the suspension of its obligations has disappeared, the Company will make every effort to resume normal performance of its contractual obligations as quickly as possible.
14. Suspension and cancellation of the contract
14.1 Suspension and termination by the Company
In the cases specified above, suspension or termination by the Company shall take place without delay and shall not give rise to any compensation. The Company is obliged, within eight days of unilateral termination of the contract by the Company, to inform the Customer by registered letter of its decision and the reasons for it.
14.2 Joint termination by both parties
In the case of successive services for which a minimum commitment period has been agreed, either party may terminate the contract on the scheduled renewal date, by informing the other party by registered letter three months before the expiry date. In this case, the termination does not have to be modified and does not give rise to compensation.
14.3 Termination by the Customer
Except in the event of force majeure making it impossible to perform the services or in the event of termination as described in the previous paragraph, cancellation by the Customer of the offer that he has accepted will give rise to the application of the termination indemnities set out below.
14.4 Cancellation indemnities
Regardless of the cause, termination of the contract for any reason other than the non-renewal of a service to be performed successively will result in immediate payment of the balance of the services performed, as well as compensation equal to 50% of the remaining services to be performed.
15. Jurisdiction - Applicable law
For all disputes relating to sales made by the Company as well as those relating to the interpretation of the general terms and conditions of sale, only the courts within the jurisdiction of the Company's registered office shall have jurisdiction.
These general terms and conditions and the contractual relations arising from them are governed by French law.
16. Partial disability
If any of the provisions of the agreement are found to be null, void or inapplicable, they shall be deemed not to have been written, without this invalidating the agreement in its entirety or affecting the validity of its other provisions.
17. Customer acceptance
These general terms and conditions of sale, together with the price lists and scales of discounts and rebates attached hereto, are expressly approved and accepted by the Buyer, who declares and acknowledges that he is fully aware of them, and thereby waives the right to rely on any contradictory document, in particular his own general terms and conditions of purchase.