Terms of sales
GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY
1. APPLICATION AND ENFORCEABILITY OF GENERAL TERMS AND CONDITIONS OF SALE (GT&CS)
The GT&CS are applicable as of 1 January 2019. They cancel and supersede any other prior Sasa terms and conditions that may appear in Sasa’s documentation or that were agreed by any other means. The GT&CS, pursuant to the provisions of Article L 441-6 of the French Commercial Code, constitute the basis for commercial negotiations between Sasa and its customers and the framework of their commercial relations. Unless expressly otherwise agreed in writing and in advance by us, any order, regardless of its origin, implies acceptance of our GT&CS, which cancel any contrary clause that may appear in the customer’s terms and conditions of purchase, contracts, documentation or correspondence. It is expressly understood that we are not required to accept purchase terms and conditions or requests from the customer that are abusive, exorbitant or which derogate from these GT&CS. Pursuant to Article L 442-6 of the French Commercial Code, the Customer undertakes not to require us to grant conditions materializing a significant imbalance in the rights and obligations agreed between the parties in their commercial agreement. Pursuant to Article L 442-6 of the French Commercial Code, the customer shall also refrain from requiring us to align our GT&CS with commercial terms and conditions that the customer deems more favourable and that have been granted by SASA in particular, to other customers. Should we not enforce any of the provisions of our GT&CS at any given time this shall not be interpreted as a waiver on our part of future reliance on said provisions.
All orders must be the subject of a written document (even by fax or email) duly signed by the customer, specifying the references of the product(s) ordered. An order may also be accepted by our sales representatives or employees. An order is finally binding on us only on receipt of our written confirmation. In the event of partial shipment of an order, the confirmation only applies to the products shipped. The conditions that we grant are strictly reserved for the recipient as stated on the order and the order confirmation. The minimum order required is five hundred Euro (€500) and we reserve the right to deliver + or – 3% of the quantity of Products and to invoice said products. Unless otherwise indicated, the validity of the offers made with regard to prices and payment terms, is 30 days from the date of issue of the offer. In addition, an order accepted by our departments commits the customer to payment in full for said order. The customer acknowledges that it has sufficient experience and expertise to assess its product needs and that it has received all useful information with a view to placing orders in full knowledge of the circumstances. In this respect, it is the customer’s responsibility to ensure that the characteristics of the Products ordered are suitable for its needs from the standpoint of both performance and the options for their intended use. We market our products per logistical unit, the packaging of logistical units indicated in the price list and catalogues must be respected and no exceptions will be accepted unless previously agreed and confirmed in writing. Any modification and/or cancellation of the order for products may only be taken into account by our company, except for events of force majeure, as defined in point 4 below, under the following conditions:
If they are made in writing and, in particular, by fax or email;
If they are received by us within a maximum deadline of 24 hours of the initial order.
If the customer’s request does not comply with the procedure described above, it undertakes to honour the full amount of the initial order.
3. PRODUCT MODIFICATIONS
The information, standards and characteristics indicated in our printed or electronic documentation (prospectus, catalogue, notices, data sheets, brochures, circular letters, etc.) are provided for information purposes only. We reserve the right at any time to make any changes we deem necessary to our products and to modify, without prior notice, the models defined in our prospectuses, catalogues or documentation, without any obligation to modify the products previously delivered or for which orders have been placed but not yet fulfilled. The modifications shall not give rise to the payment of any damages and interest or penalties.
We are authorised to make deliveries in whole or in part. In this case, the customer may not claim payment of any damages or interest or compensation whatsoever. Our delivery deadlines are given only for information and guidance only, and depend notably on the order of arrival of orders but also, on the nature and specificity of the order and the availability of carriers except in the case of Ex Works sales. Delays in delivery shall not give rise to damages and interest or withholding on invoices or to the cancellation of orders in progress. However, if one month after formal notice has been sent by the customer by registered letter with acknowledgement of receipt producing no result the products have not been delivered for any reason other than an event of force majeure or similar, the sale may be terminated for non-performance. In particular, the following are considered as events of force majeure exempting us from our obligation to deliver: lock out, strike, epidemic, embargo, accident, interruption or delay in transport, impossibility of obtaining procurement from suppliers, riot, claim for total or partial loss, bad weather, war, total or partial collective conflict, accident, difficulty in transporting or procuring raw materials or products, defects in raw materials or a notable administrative, judicial or political decision, a significant change in the situation in the customer’s country or in France or any other event beyond our control resulting in partial or total lay-off of staff at our company. Products may only be delivered if the customer is up-to-date with all its obligations to us, regardless of the cause. Our products are sold ex-works, and are deemed to be delivered to the customer as soon as they are made available at its premises if we transport them using our own vehicles or when they are made available to the carrier at our warehouse. In this case, the delivery of the products is deemed made as soon as they are made available at the warehouse prior to loading by the carrier. Deliveries made by a carrier, even if agreed carriage free and notwithstanding the retention of ownership clause below, are transported at the customer’s risk. The customer must notify its reservations to the carrier in accordance with Article L 133.3 of the French Commercial Code, as well as to our company at the address stated on the estimate or the order confirmation by registered letter with acknowledgement of receipt within 72 hours of receipt of the products, and in any event before they are used or resold. Complaints concerning hidden defects must be received by us in the same form and by the same deadline as above, calculated from the time the defects are discovered. We decline all liability for defects caused by abnormal or prolonged storage of our products or from the abnormal or incorrect use of the products. In all cases, the customer is responsible for providing proof of the existence of the faults or defects reported. The customer must also afford us every facility to examine the defective products and remedy them if applicable. The Customer shall refrain from intervening or involving any third party for this purpose.
No returns may be made without the prior written consent of our quality department; said consent does not imply any acknowledgement of our liability. Any product returned without our agreement shall be kept available to the customer. The costs and risks of returns are always borne by the customer. Return to stock charges apply. If we acknowledge our liability, we have the option, at our discretion, of either reimbursing the cost of the goods or exchanging the products deemed defective excluding any compensation or damages and interest derived from direct or indirect damage. No products already used by the customer will be exchanged or reimbursed. Furthermore, defects or damage caused by natural wear and tear or by an external fact or by a modification not carried out by us cannot under any circumstances be the subject of reparation under the aforementioned warranty terms. In the event of acceptance of a product return, return to stock costs corresponding to 20% of the purchase value will be deducted from the credit note.
6. PAYMENT AND PRICE
Our default payment terms are as follows: for any order in excess of €30,000, an advance payment of 40% of the total amount of the order will be required (the amount including VAT for France, the amount excluding VAT for export). The prices are exclusive of transport costs. Prices are stated according to the price in force on the date the order is confirmed. Our prices are ex-works exclusive of taxes. They are appended to the GT&CS. Any tax, duty, charge or other fee to be paid pursuant to an international regulation or a regulation of France or of an importing or transit country, shall be borne by the customer. Invoices are payable within 30 days date of invoice unless otherwise provided, by bank cheque, bank transfer, direct debit, bank card or documentary credit or documentary remittance. Unless otherwise agreed with the customer, any first order is payable in advance in full. Subsequently payment is made in accordance with the information stated on our invoice. No discount for early payment is granted. Claims concerning invoicing must be received by registered letter with acknowledgement of receipt within three days from the date of receipt of our invoices, clearly indicating the dates and numbers of the invoices concerned. In the event of late payment, we may suspend all orders in progress, without prejudice to any other means of action, demand the return of all Products not paid for, provided that they are in perfect condition. All costs required to implement these provisions shall be borne exclusively by the customer.
Any amount not paid on the due date shall automatically and without prior notice give rise, pursuant to Article 441-6 of the French Commercial Code, to late-payment penalties equal to 3 times the legal interest rate in force as well as the payment of flat-rate compensation of €40 for collection costs, without prejudice to our right to seek additional compensation, subject to proof, if the collection costs exceed €40. The late payment penalties are payable on the day following the payment date shown on the invoice without any reminder being necessary. Failure to pay on the due date shall result in the immediate due payment of all outstanding amounts, regardless of the payment method provided for and the invoices concerned. Any invoiced amount collected through an external debt collection company is increased by flat-rate compensation of 20% excluding VAT of said amount, without prejudice to reimbursement of expenses incurred through non-payment and judicial collection costs. Payments may under no circumstances be set-off without our prior written agreement. We have the right to request creditworthiness guarantees even during fulfilment of an order. Should we have serious doubts concerning the creditworthiness of the Customer or if the Customer fails to provide the requested guarantees, we have the right to demand prior payment for any delivery and/or to suspend delivery of the goods. For the packaging of orders on pallets, we apply a flat-rate contributory charge of €10 per pallet, which will be stated on the invoice and calculated automatically according to the packages.
7. RETENTION OF OWNERSHIP
The transfer of ownership of the products sold is subject to the full payment by the customer of the price and its accessories (costs, interest, etc.) (Law 85-98 of 25 January 1985, Article 121) including the price of ancillary services such as transport costs when they are due. Payment is made by the actual collection of the full price, the delivery of any instrument creating an obligation to pay not constituting a payment. The customer must insure the Products against all risks of damage or liability, and in particular take out, at its own expense and on our behalf, insurance covering notably, the risks of fire, explosion, theft, water damage, machine breakage and product liability. It undertakes to maintain these guarantees until the ownership of the products sold has been transferred to it. In the event that payment is not made by the stated deadline, we reserve the right to recover the Products delivered and, at our discretion, to terminate the corresponding sales. In the event of non-payment of a portion or the whole of any agreed instalments of the price, and fifteen (15) days after formal notice by registered letter producing no result, in whole or in part, we also reserve the right to proceed with the sale or reclaim the products. If we decide to reclaim the products, they will be returned to our premises as soon as we request them by registered letter with acknowledgement of receipt, at the customer’s expense, risk and perils. We are authorised to draw up a unilateral inventory of products that have not been paid for. The customer shall bear all costs and fees incurred in connection with the reclaiming, inventorying and return of the products. The customer, authorised to resell the products delivered in the normal performance of its business, must inform us immediately of the seizure, in favour of a third party, of products delivered subject to retention of ownership. In the event of resale, it undertakes to assign to us the receivables from subsequent purchasers up to the amounts due. The customer shall also refrain from pledging or transferring ownership of the products in guarantee. If a pledge is registered against the fund that the client operates, the client agrees to inform us of this and to provide evidence of the legal status of the products sold. The customer must ensure, until the transfer of ownership, that the identification methods affixed by our company are properly stored on the boxes and packaging in which the products are delivered, in accordance with the information in the sales documents. We reserve the right to check by any means of our choice that the Customer has complied with the above obligations, without the latter being able to object to said checks. Products are returned to our premises as soon as we reclaim them by registered letter with acknowledgement of receipt, at the purchaser’s expense, risk and perils. Products in stock are presumed to be unpaid. The Customer is liable for a depreciation allowance set at 15% excluding tax of the value of Products not paid for per month or part months of custody of the goods, from their delivery until their return. In the event of attachment or any other intervention by a third party concerning the goods, the Customer must inform us accordingly without delay in order to enable us to object and to safeguard our rights. The Customer shall also refrain from pledging the goods, reselling them or transferring ownership of the goods in guarantee prior to the transfer of ownership as defined above. The Customer shall have the Products sold that are subject to the retention of ownership clause insured against losses, damage or theft and inform us of any action taken by a third party concerning the seized Products or otherwise). In the event of reclaiming of the goods, the advance payments paid by the Customer will remain definitively our property.
8 – INTELLECTUAL AND INDUSTRIAL PROPERTY
The customer expressly acknowledges that the trademarks as well as all existing or future acronyms, trademarks and logos derived from or supplementing them, are and shall remain the exclusive property of Sasa . Consequently, the client formally agrees not to proceed directly or indirectly with the filing of the above-mentioned trademarks in any country whatsoever and in any class whatsoever. Likewise, the customer formally agrees not to proceed, directly or indirectly, in any country and in any class whatsoever, with the filing of any other trademark, domain name and/or any distinctive sign relating to the trademark or the Products bearing said trademark or accessories or derivatives thereof, or which bear a similarity or similitude with the trademark of any of the distinctive signs used by SASA in the framework of its business. Otherwise, Sasa reserves the right to obtain compensation by any means.
All Customers may only refer to or use the trademarks, logos, documents or any other intellectual property right belonging to us or of which they have a right of use under our express, prior written authorisation for the sole purpose of promoting the resale of the products under normal conditions in the course of their business. Any use of a trademark, logo or other distinctive signs by the Customer is made under its full and total responsibility in compliance with the graphics charter and the legal information concerning the products, in particular in the event of their presence on a website and on any printed support medium. Any document, of any nature whatsoever, delivered or sent to the Customer remains our exclusive property and unless expressly agreed in advance, shall not be communicated to third parties, for any reason whatsoever.
9. JURISDICTION – APPLICABLE LAW
The GT&CS are subject to French law. The courts of our registered office shall have exclusive jurisdiction in the event of any dispute of any nature. In the event of an international transaction, only the French language and French law shall apply and the courts of our registered office shall have sole jurisdiction.
SASA: Douai Trade and Companies Register No. 311 831 457 RCS
SIRET: 311 831 457 00057 – VAT FR 96 311 831 457