A – ENFORCEABILITY OF THE GENERAL CONDITIONS
A.1 These provisions apply from January 1, 2010 to sales of goods and services made by the company FC Shape SARL to mainland France (including Corsica), Andorra and Monaco.
A.2 In addition to these general conditions of sale, any distributor customer may benefit from purchasing conditions specific to their category.
A.3 Any order implies acceptance of these general conditions of sale by the Customer, who waives his own conditions of purchase and/or any contrary clauses and conditions which may appear on any document originating from him. A.4 Any special condition or agreement must be the subject of written confirmation from us.
B – PRODUCT DESCRIPTION
The descriptions of our Products (technical characteristics, presentation, accessories) in our offers, documentation or prices are as accurate as possible. We reserve the right to make any modifications to these devices, in particular following technological developments.
C – RATE
C.1The price charged is the one in effect on the day the order is entered by FC Shape Sales Administration.
C.2Our prices are guaranteed, unless otherwise provided, for a period of three months from the date the order is entered.
C.3 No order may be cancelled or modified after the 8th day preceding the delivery date requested by the Customer. Otherwise, the cost of processing the order and the transport costs of the goods ordered will be invoiced to the Customer, for a fixed amount of 10 euros excluding taxes.
D – DELIVERY TIMES
Only delays of more than three months in the delivery times provided for when the order was entered by FC Shape EURL, and for a reason other than those mentioned in the following sentence, may justify the cancellation of the order by the buyer. We are not required to meet delivery times in the event of import restrictions, war, shortages of raw materials, disruptions in manufacturing or the supply chain, or other cases of force majeure that authorize us to completely cancel our commitments.
E – DELIVERIES
E.1 The goods always travel at the Customer's risk and peril, notwithstanding the retention of title clause, and even in the case where they are shipped carriage paid. It is therefore the Customer's responsibility to check the goods, which means the product as well as its packaging, upon receipt and to write, if necessary, in the fields provided for this purpose on the FC Shape / SPAD De Ville delivery note as well as on the carrier's consignment note, the nature of the damage noted and to confirm them by registered letter to the carrier within 3 days following the delivery date. After the expiry of this 3-day period, the delivered goods will be deemed to have been irrevocably accepted.
E.2 Complaints regarding the conformity of the goods delivered with the order must be communicated to us by registered letter with acknowledgment of receipt within a maximum of 3 days after their receipt.
E.3 Any order exceeding an amount of 500 euros excluding taxes is delivered postage paid by FC Shape EURL; below this value postage costs will be charged.
E.4 Any communication of a copy of the delivery note is invoiced at 50 euros excluding tax if it proves to be compliant and without reservation.
F – RETURNS OF GOODS
No return of goods by the Customer is permitted without our prior written consent. In the event of an accepted return, the return agreement does not constitute a credit notice: a credit note will be issued by FC Shape after qualitative and quantitative verification of the return.
G – RETENTION OF TITLE CLAUSE
G.1 It is expressly and irrevocably agreed that the transfer of ownership of the
goods and supplies is subject to full payment of the price on the due date. Payment is only made upon full receipt of the price in principal and accessories, it being specified that the delivery of a draft or any other title which creates an obligation to pay does not constitute payment in itself.
G.2 Any possible postponement of the due date will not prevent this retention of title clause.
G.3 During the retention of title period, the Customer is responsible for the goods, their loss or damage which may be caused to them and/or which they may produce for any reason whatsoever.
G.4 If the price is not paid in full by the due date, the sales contract will be automatically terminated upon simple notification by registered letter with acknowledgement of receipt. The Customer must then, at its own expense and risk, return the goods to the seller. Any advance payments already made on the price will be acquired by the seller, without prejudice to any damages to which the latter may be entitled. The goods still in the Customer's possession will be presumed to be those remaining unpaid. The seller may repossess them as compensation, up to the amount of the invoices remaining unpaid, and request payment of any sums due exceeding the value of the goods recovered. In the event of collective proceedings by the Customer, the seller may immediately claim the goods or their resale price.
G.5 The Customer must inform us immediately of any threat, action, seizure, requisition, confiscation, procedure or any other measure which may call into question our right of ownership over the goods which it holds in stock and of which it will send us a complete inventory.
G.6These provisions apply notwithstanding any provisions to the contrary and the invalidity of one of them will have no effect on the others.
H – PAYMENT TERMS
H.1 The deadlines, payment methods and outstanding limits are established prior to the opening of the Client's account based on solvency criteria set by our financial services.
H.2 The payment period is always calculated from the invoice date.
H.3 In the absence of special agreements, which cannot provide for a payment period exceeding 10 delivery days or 20 days from the invoice date, our supplies are
payable in cash on delivery.
H.4 In the event of a payment incident or unfavorable information regarding the Customer's solvency, the seller is entitled, without any notice period having to be respected and without any compensation of any kind being able to be claimed by the Customer, to refuse any order. Despite any confirmation of the order that may have already been given, the seller may also decide to cancel this order or modify the payment and delivery conditions. The seller reserves in particular the right to request a deposit or any other guarantee for the counter value, to deliver against reimbursement, or to request payment prior to delivery; the costs relating to any of the various measures mentioned above are the responsibility of the Customer.
H.5 In the event of payment by draft, collection costs are the responsibility of the Customer.
H.6 Any banking incident due to the Client will give rise to re-invoicing of bank charges
Supported by the company FC Shape EURL with a minimum of 20 euros excluding taxes.
H.7 The terms of payment may not be delayed for any reason, even in the event of
Complaint about the quality of a delivery.
H.8 The seller is entitled to charge any payment to previous deliveries which have not been paid on time.
H.9 Pursuant to Article L441-6 of the French Commercial Code, failure to comply with payment deadlines will result in the application of late payment penalties calculated at the legal interest rate in accordance with French law multiplied by 3. This interest is payable from the first day of delay without any reminder required from us.
H.10 Non-payment of a single installment will result in all remaining amounts becoming immediately payable.
H.11 In the event of late or non-payment, the Client will also be liable to FC Shape SARL for compensation equal to 15% of the amount due with a minimum of 300 euros excluding tax, as a penalty clause, in compensation for recovery costs and litigation proceedings.
H.12 Supplies paid for by bills or checks are only considered settled after collection.
H.13 In the event of resale of equipment for which we have not been paid, the reseller hereby undertakes to assign to us its claim on this equipment. At our request, the reseller undertakes to notify the buyer of this assignment and its exact amount.
H.14 If the reseller's claim is extinguished before being transferred to us, it is agreed that our retention of title clause applies to the sums received from the resale of the equipment concerned without any formality being required.
I – GUARANTEES
I.1 Our warranty is limited to the free replacement of recognized spare parts
defective by our services for one year from the date of purchase of the product by the user.
I.2 The clauses of this warranty are listed in our warranty certificate provided with the product.
I.3 Causes of exclusion or cancellation of the guarantee:
I.3.1 Damage resulting from incorrect handling, abnormal use, negligence.
I.3.3 Damage due to shocks, bad weather, electrical surges, falls, lack of supervision or maintenance.
I.3.4 Repairs carried out by persons not trained and authorized by FC Shape /SPAD De Ville.
I.4 The finding of a defect does not authorize the buyer to withhold all or part of the sale price until repair.
I.5 No damages or compensation may be claimed in this case. J – INTERNET
J.1 Customers who present our products on a website are prohibited from any representation, reproduction, use or exploitation of any element that they have collected on a website of the company FC Shape/SPAD De Ville and/or on which FC Shape/SPAD De Ville has intellectual property rights or any other nature (brand, photograph, logo, or any text reproducing the descriptive characteristics of the products) without the express prior authorization of FC Shape/SPAD De Ville.
J.2 Customers who sell our products on their websites also undertake to send us a receipt of the declaration of opening of their site to the CNIL, when this declaration is mandatory.
J.3 In the event of non-compliance with these provisions, FC Shape/SPAD De Ville reserves the right to take all action against its Client, in particular to obtain through legal means the removal from the site of any representation of the company's products and services.
J.4 Furthermore, the Client guarantees FC Shape/SPAD De Ville against any recourse that could be made against it in the event that its liability is sought in this regard.
J.5 These provisions also apply to any reseller of a wholesale customer who sells our products on any website.
K – CE CONFORMITY
FC Shape has taken all necessary steps to ensure that its products, their packaging, and a fortiori their components, meet the requirements of CE standards. L – ATTRIBUTION OF COMPETENCE
ANY ACTION AND ANY DISPUTE BETWEEN THE SELLER AND ONE OF ITS CUSTOMERS WILL BE UNDER THE EXCLUSIVE JURISDICTION OF THE COURTS OF PARIS, EVEN IN THE EVENT OF AN INCIDENTAL CLAIM, A WARRANTY CALL OR MULTIPLE DEFENDANTS, AND EVEN IN THE EVENT OF SUMMARY PROCEEDINGS.
M – MISCELLANEOUS
The fact that the seller does not avail himself of or deviates from any of the conditions provided for in these general conditions of sale cannot be interpreted as a waiver of the right to avail himself of them subsequently.
The nullity or ineffectiveness of a clause of these general conditions of sale will not affect the validity of the other clauses which will remain in force.
These general conditions of sale are subject to French law.
