GENERAL
1.1 These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") apply between the company CCEI and the Buyer (also hereinafter referred to as "the Client"), acting exclusively within the framework of their professional activity.
1.2 Placing an order implies the Buyer's full and unreserved adherence to these GTCS in their version in force on the date of the order's issuance. Any other document issued by CCEI is for informational purposes only.
1.3 Therefore, no special conditions may prevail over these GTCS unless formally and expressly accepted in writing by CCEI, except for any specific contract between CCEI and the Buyer.
1.4 Any contrary condition set by the Buyer shall be unenforceable against CCEI unless expressly accepted. These General Terms and Conditions of Sale of CCEI (hereinafter referred to as CCEI) apply to all products, services, and equipment offered for sale by CCEI.
1.5 CCEI reserves the right to make any total or partial modifications or improvements it deems useful to its products and equipment without prior notice.
2. Any firm order accepted by us entails the Buyer’s adherence to these GTCS, which are deemed to be fully known and accepted by the Buyer to the exclusion of any other conditions that have not been previously accepted in writing by CCEI.
These GTCS prevail over any general purchasing conditions of the Client.
3. These general conditions apply to relations between CCEI and professional resellers and do not extend to consumers.
By express agreement, CCEI has 3 business days to send an order confirmation to the Buyer. After this period, it is the Buyer's responsibility to ensure that CCEI has received the order. A non-acknowledged order does not constitute acceptance.
A Standard Order is defined as an order without particular specifications, in compliance with the Product Specification Sheets, Product Definition Sheet, and Pricing Sheet, and includes delivery within standard timeframes.
In accordance with Article 1226 of the French Civil Code, in the event of order cancellation due to a reason attributable to the Client, CCEI reserves the right to claim 30% of the confirmed initial order’s pre-tax amount, independently of any deposits that may have been made.
A Special Order is defined as an order that deviates from the Product Specification Sheets, Product Definition Sheet, Pricing Sheet, and purchasing conditions, including requests for changes in product versions, packaging, or delivery times shorter than the standard timeframe.
In the case of a Special Order, the order will be considered final when the Client returns the signed order acknowledgment to CCEI or, failing that, within 10 business days following the order confirmation date sent by CCEI to the Client. Delivery times will be calculated from this date of the signed order confirmation returned to CCEI or, failing that, within 10 business days following the order confirmation date sent by CCEI to the Client.
In case of order cancellation due to a reason not attributable to CCEI, CCEI reserves the right to demand full reimbursement, invoiced, for all or part of the raw materials and packaging items purchased for the equipment’s production, subject to proof of incurred production costs as of the cancellation date.
FORCE MAJEURE :
4. In case of events deemed force majeure under Article 1218 of the French Civil Code, or acts of government, fire, flood, strike, war, lockout, requisition, machine breakdown, imposed import reductions, manufacturing delays at our suppliers for any reason, transport delays, or any event beyond our control preventing the contract’s execution under normal conditions, our contractual obligations will be suspended by right without formalities and without any compensation claimable from us.
Once the impediment caused by the force majeure event ceases, the contractual obligations will resume for the remaining duration.
5. If such a cause persists beyond a reasonable period, our contractual obligations shall be considered null and void.
PRICE
6. Our proposals do not constitute a commitment but are subject to confirmation upon firm orders.
7. Orders received are only definitive once accepted by us.
8. The prices communicated are always given excluding taxes (VAT, eco-tax, etc.) and, unless otherwise specified, are ex-works.
9. Express shipping costs remain the responsibility of the Buyer requesting them.
10. By default, free shipping is granted for net pre-tax purchases of €1,500 or more, except for special conditions outside mainland France.
11. The applicable product sale prices are those in force on the order acceptance date by CCEI and may be modified by CCEI without notice until that date.
PAYMENT TERMS
12. Payment terms are stated at the bottom of the invoice, and any deviation requires express agreement between the parties.
13. Full payment is required for the first order; subsequent orders are payable without discount within thirty days by accepted or domiciled draft, except for specific written conditions from us.
14. Drafts sent for acceptance must be returned signed within eight days from the date of dispatch by CCEI.
CCEI may also require the Buyer to send drafts to a factoring company.
15. Checks, bills of exchange, and promissory notes are only considered as payment upon actual collection. The delivery of a payment obligation does not constitute payment.
16. Any late payment will automatically incur an interest charge calculated at the legal rate plus five points from the due date.
17. Failure to pay the price by the due date, issuance of a bounced check, or non-payment of an accepted or endorsed bill of exchange results in:
- Immediate payment of the total outstanding amount due by the Buyer, without formal notice or other prior formalities, independently of the claim for which the promissory note or bill of exchange was issued;
- Automatic penalty payment to CCEI, amounting to 15% of the total invoice value including taxes, as a penalty clause.
ORDERS, DELIVERIES AND RISKS
18. Delivery times are given for information only and do not constitute a binding obligation. No compensation can be claimed in case of delay unless expressly agreed in advance by CCEI.
19. Transport is carried out by a carrier of our choice, with goods traveling at the risk of the Buyer/recipient.
20. Risk transfer occurs when the shipment leaves our warehouses.
21. Upon arrival, the Buyer/recipient must verify that the delivered goods conform to the delivery slip, including the number of packages, nature, and apparent condition of the goods.
22. To retain the right to any claim against the seller, the recipient/Buyer must, in the event of loss or damage, make precise reservations on the transporter's delivery slip.
23. These reservations must also be confirmed to the carrier by registered letter with acknowledgment of receipt within 3 days of receiving the goods (Article L 133-3 of the French Commercial Code).
EXCEPTION OF NON-PERFORMANCE
Pursuant to the provisions of articles 1219 and 1220 of the French Civil Code, in the event of non-payment of sums due by the customer, CCEI may invoke the exception of non-performance, and deliveries will be immediately suspended until full payment of all sums due.
CONFORMITY OF MATERIALS :
CCEI is responsible for the conformity of the Product to the specifications described in the CE marking file, to the order, to the Equipment Description and Functionality Sheet, to the Price and Purchase Conditions Sheet and to the applicable regulations.
CCEI undertakes to supply Equipment that complies with all of the above documents. In the event of a customer complaint concerning a quality anomaly in the Materials, CCEI undertakes to analyze this quality anomaly. Depending on the level of criticality of the non-conformity, CCEI undertakes to propose corrective actions to the customer to remove the non-conformity.
In this respect, during the warranty period, CCEI will replace or repair as soon as possible and at its sole expense any non-conforming Equipment (including the cost of returning non-conforming Equipment, but not including the cost of the professional's travel to the customer's premises, or any other compensation costs) due to a "redhibitory" or "critical" product quality anomaly.
For the management of major level non-conformities, actions and assumption of responsibility will be studied on a case-by-case basis and in good faith between the Parties, and the return of the Equipment will not be automatic.
In the event of a dispute concerning the conformity or non-conformity of the Equipment, the Parties will have recourse to an independent expert chosen by mutual agreement.
In the event of disagreement over the choice of the expert, the latter will be appointed by the President of the Marseilles Court of First Instance acting in summary proceedings at the request of the most diligent Party. The expert's costs will be borne by the Party declared to be at fault.
The expert's decision is final.
Delay penalties - Non-conformity penalties (quality/quantity)
In the event of the Manufacturer's default, which could lead to a change in the manufacturing or packaging start date, or to the non-conformity of a Product or material, the Manufacturer will promptly notify the customer.
The warranty is limited to the repair or identical replacement of parts found to be defective by the technical services of CCEI or its authorized network, as the case may be. The warranty does not cover wear or consumables.
WARRANTY
The warranty on finished products takes effect from the date of delivery to the professional who placed the order, and lasts for two years.
25. The warranty is limited to the repair or identical replacement of parts found to be defective by the technical services of CCEI or its authorized network, as the case may be. The warranty does not cover wear or consumables.
26. The warranty on finished products takes effect from the date of delivery to the professional who placed the order and lasts for two years.
27. Spare parts sold separately are guaranteed for one year from the date shown on the invoice.
28. The warranty assumes that the equipment has not been disassembled or repaired other than by CCEI, and that the damage is not due directly or indirectly to faulty maintenance, abnormal use (even temporary), or installation in abnormal conditions, it being specified that the consignee/buyer has a period of eight days from the date of receipt of the goods shown on the delivery note to return it to CCEI's workshops.
Any return of goods, on pain of being refused, must be made :
accompanied by a duly completed SAV factory return form referring to the CCEI delivery note, and a copy of the invoice
carriage paid and in their original packaging.
29. The warranty does not extend to transport costs, products whose regular renewal is necessary, or compensation for any prejudice whatsoever resulting from the defectiveness of the equipment, such as operating loss.31 - Transfer of ownership of the equipment delivered is subject to full payment, even in the event of amicable deferment of the due date.
RETENTION OF TITLE CLAUSE
30. The transfer of ownership of the equipment delivered is subject to full payment, even in the event of amicable postponement of the due date.
31. In the event of non-payment of the price on the due date, CCEI shall have the right to reclaim the equipment delivered, wherever it may be located, 8 days after formal notice to pay has been served without result.
32. The claim will be exercised at the expense of the defaulting purchaser, who will also have to pay CCEI a monthly immobilization indemnity equal to 10% of the value including VAT, calculated from the day of delivery until the day of effective restitution in CCEI's workshops. (articles L 624-9 et seq. of the French Commercial Code and articles 114 et seq. of Decree no. 2007-1677 of December 28, 2005).
IMPREVISION
In the event of a change in circumstances unforeseeable at the time of conclusion of the contract, in accordance with the provisions of article 1195 of the French Civil Code, the party who has not agreed to assume the risk of excessively onerous performance may request renegotiation of the contract from its co-contractor.
In the event of successful renegotiation, the parties will immediately draw up a new order formalizing the result of this renegotiation for the Product Sales operations concerned.
Furthermore, should the renegotiation fail, the parties may, in accordance with the provisions of article 1195 of the French Civil Code, request the judge, by mutual agreement, to resolve or adapt the contract.
In the event that the parties do not agree to refer the matter to the judge by mutual agreement within a period of 8 days from the date on which the disagreement is established, the most diligent party may refer the matter to the judge for revision or resolution of the contract.
PRE-CONTRACTUAL INFORMATION
The Customer acknowledges that, in the context of the contractual relationship between him and his non-professional customers, he must undertake to communicate, prior to the placing of orders and the conclusion of the contract, in a legible and comprehensible manner, all the information defined in article L 111-1 and article R. 111-1 of the French Consumer Code, and in particular the following information:
1° The essential characteristics of the good or service, as well as those of the digital service or digital content, taking into account their nature and the communication medium used, and in particular the functionalities, compatibility and interoperability of the good comprising digital elements, of the digital content or of the digital service, as well as the existence of any software installation restrictions
2° The price or any other benefit provided instead of or in addition to the payment of a price pursuant to articles L. 112-1 to L. 112-4-1 ;
3° In the absence of immediate performance of the contract, the date or deadline by which the trader undertakes to deliver the goods or perform the service;
4° Information concerning the identity of the professional, his postal, telephone and electronic contact details and his activities, insofar as they are not apparent from the context;
5° The existence of and procedures for implementing legal guarantees, in particular the legal guarantee of conformity and the legal guarantee against hidden defects, and any commercial guarantees, as well as, where applicable, after-sales service and information relating to other contractual conditions;
6° The possibility of recourse to a consumer mediator under the conditions laid down in Title I of Book VI.
EXCEPTION OF NON-PERFORMANCE
In accordance with the provisions of Articles 1219 and 1220 of the Civil Code, in the event of non-payment of the amounts due by the client, CCEI may invoke the exception of non-performance, and deliveries will be immediately suspended until full payment of all amounts due.
COMPLIANCE OF MATERIALS:
CCEI is responsible for the conformity of the Product with the specifications described in the CE marking file, the order, the Description and Functional Features Sheet, the Price List and Purchase Conditions, as well as applicable regulations.
CCEI undertakes to provide Materials that comply with all the aforementioned documents. In the event of a customer complaint regarding a quality anomaly in the Materials, CCEI undertakes to analyze this quality anomaly. Depending on the level of criticality of the non-conformity, CCEI undertakes to propose corrective actions to the customer to rectify the non-conformity of these Materials.
Accordingly, during the warranty period, CCEI will replace or repair, as soon as possible and at its exclusive expense, any non-conforming Material (including return costs of non-conforming Materials, excluding the cost of the professional’s travel to their customer and any compensation costs) falling under a "prohibitive" and "critical" product quality anomaly.
For the management of major non-conformities, actions and coverage will be studied on a case-by-case basis in good faith between the Parties, and the return of Materials will not be automatic.
In the event of a dispute over the conformity or non-conformity of the Materials, the Parties shall refer to an independent expert mutually agreed upon.
In case of disagreement on the choice of the expert, they will be appointed by the President of the Marseille Judicial Court ruling in summary proceedings at the request of the most diligent Party. The costs of expertise will be borne by the Party found to be at fault.
The expert’s decision shall be final.
Late Penalties – Non-Conformity Penalties (Quality/Quantity)
In case of Manufacturer’s failure, which could result in a modification of the start date of manufacturing or packaging or a non-conformity of a Product or Material, the Manufacturer shall promptly inform the client. The client may not pass on to the Manufacturer any penalties due to delivery delays or non-conformities; The warranty is limited to the repair or replacement of defective parts recognized by CCEI's technical services or its authorized network, where applicable. The warranty does not cover wear and tear or consumables.
WARRANTY
The warranty on finished products takes effect from the date of delivery to the professional who placed the order and lasts for two years.
The warranty is limited to the repair or identical replacement of defective parts recognized as such by CCEI’s technical services or its authorized network, where applicable. The warranty does not cover wear and tear or consumables.
The warranty on spare parts sold separately is one year from the invoice date.
The warranty assumes that the equipment has not been dismantled or repaired other than by CCEI, that damages are not directly or indirectly due to defective maintenance, abnormal use (even temporary), or installation under abnormal conditions. The recipient/buyer has eight days from the receipt date on the delivery slip to return the goods to CCEI’s workshops.
Any return of goods, under penalty of refusal, must be made:
- Accompanied by a duly completed factory return service form referring to the CCEI delivery note and a copy of the invoice;
- Prepaid and in their original packaging.
The warranty does not extend to transport costs, regularly replaceable products, or compensation for any damages resulting from material defects, such as operating loss.
RETENTION OF TITLE CLAUSE
The transfer of ownership of the delivered equipment is subject to full payment, even in cases of amicable extensions of the due date.
In the event of non-payment by the due date, CCEI may claim the delivered equipment wherever it may be located, eight days after a formal notice to pay remains unsuccessful.
The claim shall be at the expense of the defaulting buyer, who must also pay CCEI a monthly immobilization indemnity equal to 10% of the VAT-inclusive value, calculated from the delivery day until the effective return to CCEI’s workshops (Articles L 624-9 et seq. of the Commercial Code and Articles 114 et seq. of Decree No. 2007-1677 of December 28, 2005).
UNFORESEEN CIRCUMSTANCES
In case of unpredictable changes in circumstances at the time of contract conclusion, in accordance with Article 1195 of the Civil Code, the party that has not accepted the risk of excessively onerous performance may request a renegotiation of the contract with its co-contractor.
If renegotiation is successful, the parties shall promptly establish a new order formalizing the result of this renegotiation for the relevant product sales operations.
If renegotiation fails, the parties may, in accordance with Article 1195 of the Civil Code, mutually request the judge to resolve or adapt the contract.
If the parties fail to agree to refer the matter to the judge within eight days of acknowledging the disagreement, the most diligent party may request the judge to revise or terminate the contract.
PRE-CONTRACTUAL INFORMATION
The Client acknowledges that, in contractual relationships with non-professional customers, they must commit to providing, prior to order placement and contract conclusion, all the information defined in Article L 111-1 and Article R. 111-1 of the Consumer Code in a clear and comprehensible manner.
OBLIGATIONS AND RESPONSIBILITIES OF THE CLIENT FOR MATERIAL MANUFACTURED BY CCEI OR ANY OTHER MANUFACTURER
A. The Client agrees not to modify the information provided by the Manufacturer that must appear on the labeling, instructions, and packaging of the Product, including in the case of certified translation, which must be submitted for prior approval by the Manufacturer.
B. The Client agrees to submit all promotional materials to the Manufacturer for validation before dissemination. The Client remains solely responsible for advertising messages and undertakes to strictly comply with legal and regulatory advertising rules for consumers.
C. The Client is responsible for administrative procedures necessary for the sale of the Materials, including notifications to authorities, and must transfer these records to the Manufacturer in the event of contract termination.
D. The Client cannot claim to be an agent or representative of the Manufacturer.
E. The Client undertakes to inform the Manufacturer of any customer complaints concerning the material and provide necessary information for claim analysis.
INSURANCE:
The Client is required to subscribe to an insurance policy covering their civil and professional liability for all activities and obligations under this contract and must provide proof to CCEI within fifteen days.
CCEI declares having subscribed to a professional liability insurance policy covering all activities and obligations under this contract. An attestation will be provided to the Client upon request each year.
HAMON LAW – AVAILABILITY OF SPARE PARTS
Pursuant to Decree No. 2014 of December 9, 2014, relating to spare parts obligations, the client must indicate on all commercial documents or durable media accompanying a sale the period or date until which essential spare parts for product use will be available.
This information must be brought to the attention of the end customer by the customer, in a visible and legible manner, before the conclusion of the sale, on any suitable medium. It must also appear on the order form, if any, or on any other durable medium recording or accompanying the sale. All texts, images and models reproduced on all commercial documents published by CCEI are protected by intellectual property rights. Copying all or part of these documents for any use other than private, without prior written authorization, is prohibited. Any non-compliant use or breach of these provisions constitutes an infringement and is subject to penalties under intellectual property law. In particular, images representing CCEI products may not be used for commercial purposes without prior authorization.
The Commercial Court of Marseille shall have exclusive jurisdiction over any dispute or controversy between CCEI and the purchaser, even in the event of a third party claim or multiple defendants.
JURISDICTION CLAUSE
33. The Commercial Court of Marseille shall have exclusive jurisdiction over any dispute or litigation between CCEI and the purchaser, even in the event of a third party claim or multiple defendants.
INTELLECTUAL PROPERTY RIGHTS
34. All texts, images and models reproduced on all commercial documents published by CCEI are protected by intellectual property law. Copying all or part of these documents for any use other than private, without prior written authorization, is prohibited. Any non-compliant use or breach of these provisions constitutes an infringement and is subject to penalties under intellectual property law. In particular, images representing CCEI products may not be used for commercial purposes without prior authorization.