1.1 These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") apply between CCEI and the Buyer (hereinafter also referred to as "the customer") acting exclusively within the scope of its professional activity.
1.2 Placing an order implies the Buyer's full and unreserved acceptance of the present GCS in their version in force on the date the order is issued. Any other document issued by CCEI will only have an indicative value.
1.3 Thus, no special condition may prevail over the present GCS unless formally accepted in writing by CCEI, with the exception of any specific contract between CCEI and the Buyer.
1.4 Any contrary condition set by the Buyer will therefore, in the absence of express acceptance, be unenforceable against CCEI. These General Terms and Conditions of Sale of CCEI (hereinafter CCEI) apply to all products, services and equipment offered for sale by CCEI.
1.5 CCEI reserves the right to make any and all modifications or improvements, in whole or in part, to its products and equipment, without prior notice.
2. Any firm order accepted by us implies the purchaser's acceptance of these general terms and conditions of sale, which are deemed to be fully known to and accepted by the purchaser, to the exclusion of all others not previously accepted in writing by CCEI.
The present general terms and conditions of sale prevail over any general terms and conditions of purchase of the customer.
3. The present general conditions apply to relations between CCEI and professional resellers and do not extend to consumers.
By express agreement, CCEI has 3 working 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. An unacknowledged order does not constitute acceptance.
A Standard Order is defined as an order with no special features, in compliance with the Product Specification Sheets, Product Definition Sheets and Price Sheets, and in particular with delivery within standard lead times.
In accordance with article 1226 of the French Civil Code, in the event of cancellation of an order due to an event attributable to the customer, CCEI reserves the right to demand from the customer 30% of the amount of the initial confirmed order, excluding VAT, irrespective of the retention of any deposits that may have been paid.
A Special Order is defined as an order that deviates from the Product Specification Sheet, Product Definition Sheet and Price Sheet, and in particular with a request for a change in item version or packaging, or a request for a delivery time that is shorter than the standard delivery time.
In the case of a Special Order, the order will be considered definitive when the customer returns the signed order acknowledgement to CCEI or, failing this, after 10 working days following the date of order confirmation sent by CCEI to the customer. Delivery times will be deducted from this date of dispatch of the order confirmation signed by the customer to CCEI or, failing this, at the end of 10 working days following the date of order confirmation sent by CCEI to the customer.
In the event of cancellation of an order due to an event not attributable to CCEI, CCEI reserves the right to demand full reimbursement, on invoice, of all or part of the raw materials and packaging items purchased for the production of the materials and, subject to proof of the production costs incurred at the date of cancellation.
FORCE MAJEURE :
4. In the event of events assimilated to force majeure within the meaning of article 1218 of the French Civil Code, or acts of God, fire, flood, strikes or war, lock-outs, requisitions, machine breakdowns, authoritarian reductions in imports, accidents or manufacturing delays at our suppliers', whatever the cause, delays in the transport of goods, as well as the occurrence of any event beyond our control preventing the performance of the contract under normal conditions, our contractual obligations will be suspended ipso jure without formalities and without us being entitled to claim any compensation whatsoever.
As soon as the effect of the impediment due to the force majeure event ceases, the contractual obligations will resume for the remaining duration of the contract.
5. Should such a cause persist beyond a reasonable period, our contractual obligations shall be considered null and void.
6. Our quotations do not constitute a commitment on our part, but are subject to confirmation when firm orders are placed.
7. Orders received by us are not binding until accepted by us.
8. Our prices are always given exclusive of tax (VAT, eco-tax, etc.) and, unless otherwise stated, are ex-works.
9. Express delivery charges are payable by the purchaser on request.
10. By default, free delivery is granted for net purchases of €1,500 or more, excluding VAT, unless special conditions apply outside metropolitan France.
11. The prices applicable to the sale of products are those in force on the date of acceptance of the order by CCEI and may be modified by CCEI without prior notice.
PAYMENT OF PRICE
12. The terms of payment are those indicated at the bottom of the invoice and any deviation from said terms can only result from an express agreement between the parties.
13. Cash payment is required for all first orders, subsequent orders being payable without discount within thirty days by accepted or domiciled draft, unless we have agreed otherwise in writing.
14. Bills of exchange sent for acceptance must be returned to us signed within eight days of their date of dispatch by CCEI.
CCEI may also require the purchaser to send his drafts to a factoring organization.
15. Cheques, bills of exchange and promissory bills are considered as means of payment only on the date of their actual collection. The delivery of a document creating an obligation to pay does not constitute a means of payment.
16. Any delay in payment shall automatically entail the payment of interest calculated at the legal rate plus five points from the due date.
17. Any delay in payment shall automatically entail the payment of interest at the legal rate plus five points from the due date. Failure to pay the price on the due date, the issuing of a cheque with insufficient funds, or the non-payment of an accepted or endorsed bill of exchange, will result in :
The payment of the full price and any other sum due by the purchaser, without any formal notice.
regardless of the debt for which the promissory bill or bill of exchange has been issued and,
The purchaser is automatically liable to pay CCEI, as a penalty clause, compensation equal to 15% of the value of the equipment or service invoiced, inclusive of tax.
ORDERS, DELIVERIES AND RISKS
18. Our delivery times are given as an indication only and in no way constitute an obligation on our part. Consequently, no compensation may be demanded in the event of delay unless expressly accepted in advance by CCEI.
19. Transport is carried out by a carrier of our choice, it being remembered that goods travel at the risk and peril of their purchaser/consignee.
20. The transfer of risks takes place at the time of departure of the shipment from our warehouses.
21. At destination, the purchaser/consignee is obliged to check the conformity of the material delivered with the statements on the delivery note, the number of packages, the nature and the apparent condition of the material.
22. Under penalty of forfeiture of all rights of recourse against the seller, the consignee/buyer must, in the event of loss, even partial, or damage, make precise reservations on the carrier's delivery slip.
23. These reservations must be confirmed to the carrier by registered letter with acknowledgement of receipt within 3 days of receipt of 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.
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).
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.
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.
OBLIGATIONS AND LIABILITY OF THE CUSTOMER FOR EQUIPMENT MANUFACTURED BY CCEI OR ANY OTHER MANUFACTURER:
A. The Customer undertakes not to modify the information transmitted by the Manufacturer and required to appear on the Product's labelling, instructions and packaging, including in the case of a certified translation, which must be submitted to the Manufacturer for prior approval,
B. The Customer undertakes to forward all promotional material to the Manufacturer for approval prior to distribution, it being hereby stipulated that the Customer alone remains responsible for the advertising messages and undertakes to comply strictly with the legal and regulatory rules governing consumer advertising, subject to the correct transmission of information relating to the material by the Manufacturer,
All promotional or advertising investments relating to the Equipment will be borne by the customer.
The creation of a website or web page on the Internet using brand names, patent names or other communication media related to the Materials and owned by CCEI is strictly forbidden without authorization from CCEI and without strict adherence to CCEI's graphic charter.
C. The Customer is responsible for carrying out all administrative procedures necessary for the sale of the Equipment, including notifications to the authorities. It will transmit this information to the Manufacturer and transfer to him any records it may hold in the event of termination of the present contract, for any reason whatsoever,
D. The Customer may not act as an agent or representative of the Manufacturer,
E. The Customer undertakes to inform the Manufacturer of any feedback it receives concerning the equipment.
The Customer will inform the Manufacturer as soon as possible of any complaints received from the Customer's customers, and will provide the Manufacturer with all the information required to analyze the complaint:
- Customer contact,
- Product concerned (reference, batch, quantity),
- Detailed description of the problem or complaint,
- Proof of defect: material sample and/or photo.
The elements transmitted by the customer's customer for analysis (e.g. samples of the defective Product) must be retransmitted to CCEI.
The Customer and the Manufacturer will work together to examine possible causes and agree on a corrective plan.
The Customer is obliged to inform the Manufacturer immediately (i.e. without any unjustifiable delay) of any incident or quality defect in the equipment.
G. The Customer undertakes to ensure the traceability of the Equipment and to keep all records and documentation relating to the Equipment during its lifetime and/or for as long as the present contract is in force,
H. In the event that either the Manufacturer or the Customer is forced to recall a batch of Equipment in the Customer's Distribution Territory, the Manufacturer and the Customer shall immediately inform each other by e-mail of such decision, which shall be confirmed in writing by registered mail.
I. The Customer undertakes to train its personnel as often as necessary in order to meet the expectations of its customers and end-users of the equipment.
If the customer does not sell the equipment directly to its customers, it must ensure that its resellers have received sufficient training themselves.
J. After-sales service
The customer undertakes to provide a quality after-sales service and to keep a sufficient stock of spare components to carry out its mission.
The Customer undertakes to provide, at the end of each year, a statement of all product failures, specifying the batch number and the type of problem encountered.
The customer undertakes to take out an insurance policy guaranteeing its civil and professional liability for all activities and obligations arising from the present contract, and to justify this to CCEI within two weeks.
CCEI declares that it has taken out an insurance policy with one or more companies known to be solvent, covering its professional civil liability for all activities and obligations arising from the present contract for a sufficient amount. He will provide the customer with the relevant certificate each year on request.
LOI HAMON - AVAILABILITY OF SPARE PARTS
Pursuant to the provisions of Decree n°2014 of December 9, 2014 relating to information and supply obligations concerning spare parts essential to the use of a good codified in articles L.111-4 and D.111-4 et seq. of the French Consumer Code, the customer must state on any commercial document or on any durable medium accompanying the sale of a movable good the period during which or the date until which spare parts essential to the use of the movable good 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.
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.