GENERAL TERMS OF SALE
1) - SCOPE OF APPLICATION
1.1 These general terms of sale (GTS) constitute the foundation of the commercial negotiation and are systematically provided or delivered to each buyer to enable them to place an order. If necessary, the GTS may be supplemented by stipulations of general purchasing conditions established by the buyer regarding elements of the relationship other than the price list and payment conditions. In the event of a contradiction between these GTS and the client's general purchasing conditions, the GTS of the company SCRD take precedence over the general purchasing conditions.
1.2 The fact that the company SCRD does not invoke one of these conditions at a given time cannot be interpreted as a waiver to subsequently invoke any of these conditions. The cancellation of a clause in these conditions will not affect the validity of the conditions as a whole.
2) - ORDERS
2.1 To be valid, the order must specify, in particular, the quantity, product references, agreed-upon price, payment conditions, location, and date of delivery or pickup.
2.2 Orders are only considered final, even when placed through representatives or employees of the company SCRD, when they have been confirmed in writing (including by e-mail). The act of placing an order with the company SCRD implies acceptance of these GTS by the client. The company SCRD reserves the right, as an independent business, to subcontract all or part of the order. In the event of shortages, the company SCRD will fulfill orders based on their arrival order and subject to availabilities. Any total or partial cancellation or quantitative / qualitative modification of the order must be expressly accepted by SCRD. In the case of a modification, it could lead to a change in the quoted prices and determine new delivery deadlines.
3) - DELIVERY
3.1 Deliveries are made according to the Incoterm 2020 specified in the order confirmation. In the absence of specification, deliveries will be made according to the Incoterm 2020 EXW (LE HAVRE). No insurance beyond what is normally covered by our carriers will be taken out without the formal request of the buyer; in this case, it will be contracted based on the information provided by the buyer and at their expense.
3.2 In all cases, it is the customer's responsibility, in the event of damage, shortage, or delay, to make clear and specific reservations on the carrier's receipt document and to notify the carrier by registered letter with acknowledgment of receipt, with a copy to our company, of their motivated protest within three working days following the receipt of the goods. In this context, the quantity and condition of the goods will be verified by the customer or their representative.
3.3 Any reservation or dispute regarding the conformity of the goods shall be made in writing by the customer within a maximum period of twenty days from the receipt of the goods. It is the customer's responsibility to provide any justification for the reality of the observed defects or anomalies. The customer must allow SCRD every opportunity to verify these defects or anomalies.
3.4 The delivery times mentioned on the order confirmations are given strictly for indicative purposes based on technical feasibility, including supply availability and customer demands, unless there is an express commitment to firm dates between SCRD and the customer. In the absence of such a commitment, delays cannot give rise to damages, withholding, cancellation of current orders, and/or refusal to accept delivery of all or part of the goods. SCRD is authorized to make its deliveries in whole or in part. However, SCRD undertakes to notify the customer of any delay. In general, SCRD undertakes to inform the customer as soon as possible of any foreseeable or encountered difficulties in the execution of its obligations.
4) - PRICES AND PAYMENT TERMS
4.1 Our invoices are established, before the delivery date, according to the rates and currencies in effect in our company on the date of the order confirmation.
4.2 Our invoices are payable by bank transfer to the account, the banking details of which are specified on the order confirmation. Payment is considered made upon receipt of funds by our company in its account held with a French bank. No discount will be granted for early payment.
4.3 Late payments will automatically, from the day following the payment date indicated on the invoice, incur a late payment penalty equal to three times the legal interest rate. Late payment penalties are due without the need for a reminder. A lump-sum indemnity of €40 is also due for collection costs. From a tax perspective, these late payment penalties are respectively attributed, for the determination of taxable income for income tax or corporate tax purposes, to the fiscal year of their collection and payment (Article 237-6 of the General Tax Code). Unless otherwise agreed, the amount of these late interest will be automatically offset against any discounts, rebates, or allowances due by SCRD. Billing these various sums will not constitute any waiver on our part of the retention of ownership clause stipulated below and will not prevent the possibility of taking action for the automatic termination of the sale and without judicial formality, eight days after a simple formal notice to pay, by registered letter with acknowledgment of receipt, remains unsuccessful. In the event of a delay or default in payment of a previous invoice, SCRD reserves the right at any time to cancel ongoing contracts or orders, request or take additional guarantees, or modify the payment conditions for the proper execution of the contract.
5) – PROPERTY RESERVE
Goods sold by SCRD remain its property until full payment of the price in principal, costs, interest, and accessories by the customer. In any case, goods in stock at the customer's premises will be presumed to be unpaid. In the event of the resale of goods by the customer, either as is or after transformation, the customer undertakes to transfer to SCRD the price paid by the sub-buyers up to the price of the remaining unpaid goods. In case of non-payment, SCRD, without losing any other rights, may demand by registered letter with acknowledgment of receipt the return of the goods at the expense and risk of the customer. The customer will also bear any legal and judicial costs. The customer must oppose by all legal means any claims that third parties may assert on the sold goods, particularly through seizure, and immediately notify SCRD by any means to enable it to safeguard its interests. The provisions of this clause do not prevent the transfer to the buyer of the risks of damage caused or suffered by the goods from their material delivery. The buyer must insure against these risks.
6) - CLAIMS - WARRANTIES
6.1 SCRD guarantees that its goods comply with French regulations in force on the day of delivery and have the characteristics indicated on their packaging or packaging. In this regard, goods are sold with the usual manufacturing tolerances, and differences cannot in any case justify a refusal of delivery or a reduction in price.
6.2 SCRD cannot be held responsible for the choice of goods made by the customer, especially with regard to their characteristics compared to the needs defined by the end customer. Goods are manufactured and sold by SCRD for the use, destination, technical characteristics, and normal purpose of the goods. Any different and/or non-compliant use and/or under abnormal conditions and without its written agreement will release SCRD from all direct or indirect responsibility. SCRD disclaims all liability, in particular, for any damage to persons or property that may result from a defect in the use of goods, damage, or accidents resulting from negligence, lack of supervision or maintenance, or even the non-compliant, unsuitable, and/or denatured use of storage, conservation, or use of goods sold by our company. In this regard, the use of goods as is or in combination with other services, products, or goods will be at the customer's risk and peril. The customer undertakes to store and use the goods in accordance with current regulations and to comply with all legal obligations towards its own customers, particularly in terms of consumer law and specific regulations applicable to the resale of goods.
6.3 In the event of a duly recognized defect or anomaly by SCRD, its obligation will be limited to replacing defective quantities with similar goods. No return will be accepted for any reason without prior written agreement from our company.
6.4 When SCRD's liability is engaged following a fault on its part, the compensation applies only to direct, personal, and certain damages suffered by the customer, expressly excluding compensation for all indirect and immaterial damages and/or prejudices, such as financial damages, damage to image. The amount of damages that SCRD may be required to pay under the aforementioned conditions is in any case limited to the amount of the sale price of the goods in question.
6.5 In the event of the occurrence of force majeure, fortuitous events, or external causes, especially due to fires, floods, total or partial strikes, business closures, travel impediments, intentional damage, thefts, changes in regulations, inability to be supplied with raw materials, disruptions in energy supply, malfunctions, or interruptions in electrical or telecommunications networks, the affected party will be automatically released without compensation from its obligation to deliver from the date of the occurrence of events. It undertakes to notify the other party as soon as possible and to do everything possible to resume its obligations. Each party may terminate the sales in question by registered letter with acknowledgment of receipt in the event that a force majeure continues for more than 30 days.
7) - INTELLECTUAL PROPERTY - CONFIDENTIALITY
Any customer of SCRD may not use or refer to trademarks or logos or any other intellectual property right belonging to SCRD, or similar to these rights, except with the express, written, and prior authorization of the latter, solely for the purpose of promoting the resale of goods sold under normal conditions regarding its activity. SCRD reserves the right to oppose, stop, or request compensation for any use that it deems unfair, constituting an act of unfair competition, or contrary to its image or rights that it would have granted. All secrets or business, manufacturing, or technical specifications, financial, commercial, or technical information, know-how, reports, or other information of any kind directly or indirectly relating to the business of the parties that would be communicated by one of them to the other for the purpose of negotiation and the execution of these or which they would become aware of on this occasion, will be, both during their contractual relationship and after its termination, held strictly confidential by each of the parties, which will also refrain from disclosing them in any way or for any reason whatsoever and from using them for purposes other than those provided for in these. The parties undertake to take all necessary measures to ensure compliance with the obligations resulting from this provision by all employees, employees, or representatives and partners.
8) - NON-SOLICITATION OF PERSONNEL CLAUSE
Without the express and prior agreement of SCRD, the customer expressly undertakes not to solicit for hiring, or to hire directly or indirectly any employee of SCRD. This prohibition is valid for a period of 12 months from the last commercial transaction between the parties. The violation of this clause commits the defaulting party to pay SCRD, as a penalty clause, a lump-sum indemnity equal to the gross salaries actually received during the 12 months preceding the departure by the hired person.
9) - APPLICABLE LAW - PRESCRIPTION - COMPETENT JURISDICTION
9.1 These conditions are subject to French law.
9.2 The parties agree that all actions taken under these conditions are subject to a two-year limitation period in accordance with Article 2254 of the Civil Code.
9.3 Any dispute or controversy arising in connection with the performance, interpretation, or termination of orders placed under these general terms of sale will fall within the jurisdiction of the Commercial Court of LE HAVRE, regardless of the specific conditions and payment terms accepted, even in the case of multiple defendants, incidental claims, or warranty claims.