The present general conditions of sale are concluded between SDG DISTRIBUTION, having its head office at 114 rue des vanniers, 40150 SOORTS-HOSSEGOR (Hereafter " SDG- Distribution ") and any purchaser acting for the needs of his trade.
APPLICATION - ENFORCEABILITY
Any order of products implies the acceptance without reservation by the buyer and his full and complete adherence to these general conditions of sale which prevail over any contrary condition of the buyer (including, without limitation, its conditions of purchase), regardless of when it may have been brought to the attention of SDG-Distribution, unless expressly agreed otherwise beforehand. In the absence of any indication to the contrary, any other SDG-Distribution document than these general terms and conditions of sale, and in particular catalogs, leaflets, advertisements, notices, shall only have a non-contractual informative and indicative value. The fact that SDG-Distribution does not avail itself at a given time of any of the clauses of these general conditions of sale shall not constitute a waiver of the right to avail itself of these same clauses at a later date.
Due to the specific material and immaterial services (sign, specific layout of the store, staff training, advertising, after-sales service, etc.) provided by the exclusive dealers, SDG-Distribution reserves the right to apply a different price scale, payment, return and transport conditions to them. Similarly, any wholesale buyer or central purchasing office, operating on a market distinct from retail dealers, may be subject to different conditions.
Orders are irrevocable for the buyer upon receipt by SDG-Distribution unless the latter agrees in writing to cancel or modify them. Orders can be made by any means but in writing and are honored by SDG-Distribution within the limits of available stocks...
The prices of SDG-Distribution do not constitute an offer, they can be modified without any notice. The products are always invoiced at the rate in force at SDG-Distribution at the time of delivery.
Deliveries are made according to availability. SDG-Distribution is authorized to make deliveries in whole or in part.
Any delivery time given by SDG-Distribution is purely indicative without any commitment on its part. If the purchaser has formulated specific wishes in this respect, SDG-Distribution shall endeavour, within the limits of what is economically reasonable, to comply with his wishes. Delays in relation to the indicative or desired delivery times shall not under any circumstances justify the cancellation of the order or any compensation or indemnity of any kind whatsoever.
The products are always transported by the carrier chosen by SDG-Distribution. They travel at the risk of the recipient, even in the case of a free sale.
RECEPTION-VERIFICATION-CLAIM FOR NON-CONFORMITY
The products must be checked by the buyer upon receipt in the presence of the carrier. In the event of damage or missing products, the buyer must make mention of it on the delivery note and confirm its reservations by registered letter with acknowledgement of receipt, a copy of which will be sent to SDG-Distribution, with the carrier within three days of receipt of the products. Without prejudice to the foregoing provisions, claims for apparent and visual defects (defects in appearance or workmanship) or non-conformity of the products with the order (including, without limitation, in the models, quantities, colors etc. ...), must be made, under penalty of prescription, in writing within eight days of their receipt.
No return of non-defective products or products conforming to the order will be accepted. Any return of defective products or products that do not conform to the order must be the subject of a formal written agreement from SDG-Distribution. Any return not preceded by this agreement will be refused and will not give rise to the establishment of a credit note. In the event that SDG-Distribution, on an exceptional basis, agrees to take back products for a reason other than their defectiveness and their non-conformity with the order, the packages must be accompanied by a return form provided by SDG-Distribution. The transport as well as the costs and risks of the return are always the responsibility of the buyer. The returned products, whatever the cause, must be in the state in which SDG-Distribution delivered them.
Unless otherwise indicated on the product or provided at the time of purchase, the products are guaranteed against any material or manufacturing defect for a period of six months (or if the legal or regulatory period in force is longer, for this longer period), starting from the delivery date. This warranty, particularly with regard to the time period, does not apply to apparent defects, for which the purchaser, who is a professional in the same field, must make a claim in accordance with the provisions set out under the heading "RECEPTION-CHECK-RECLAIM FOR NON-COMPLIANCE" above. A latent defect is understood to be a manufacturing defect in the product that makes it unsuitable for its intended use and is not likely to be detected by the purchaser prior to its use.
The present guarantee consists solely of the free replacement of products recognized as defective by SDG-Distribution, to the exclusion of all others, subject to the provisions of public order. The purchaser shall provide any justification as to the reality of the alleged defects. SDG-Distribution reserves the right to proceed with any verification it deems useful. In order to benefit from the guarantee, the product must first be submitted to the SDG-Distribution after-sales service as soon as an alleged defect is discovered, whose agreement is essential for the replacement. Defects and deterioration of the products caused by abnormal conditions of storage and/or conservation at the buyer's premises, or by an accident of any kind whatsoever (abnormal use, defective maintenance, etc.) or by modification of the product not provided for or specified by SDG-Distribution shall not give rise to any right to the guarantee due by SDG-Distribution.
RISKS - RETENTION OF TITLE CLAUSE
SDG-Distribution retains ownership of the products sold until the effective payment of the full price and all additional costs, duties and taxes that would be added. This provision does not prevent the transfer to the buyer, upon delivery to the carrier, of the risks of loss, theft or deterioration of the products, and it will be required to pay the price even in case of disappearance by force majeure or fortuitous event. It is up to the buyer to take any insurance in this respect. Under the terms of the present general conditions of sale, the purchaser is authorized within the framework of the normal exploitation of his establishment to resell the delivered products. However, it may neither pledge them, nor transfer ownership of them as a guarantee, nor proceed to a global transfer or to a lump sum of the stock or part of the stock amicably or judicially without the express written authorization of SDG-Distribution and subject to its right of continuation. In the event of resale to a third party, the purchaser shall transfer to SDG-Distribution all claims arising to its benefit from the resale to the third party purchaser, the sums corresponding to the selling price invoiced by SDG-Distribution being from now on pledged to its benefit in accordance with Article 2071 of the Civil Code, the purchaser becoming a simple depositary of the price. The authorization to the purchaser to resell the products delivered by SDG-Distribution is automatically withdrawn in the event of cessation of payments by the purchaser noted judicially. SDG-Distribution expressly reserves, for the purposes of protecting the reputation of SDG-Distribution brands, the right to claim the products still in stock in the event of the buyer's receivership or judicial liquidation. In the event that the purchaser hands over the products delivered to a carrier or a custodian, he/she undertakes to have this document dated and signed by the latter, after having indicated by hand "that he/she is aware, at the time of handing over the products, of the retention of title clause stipulated in the general conditions of sale of SDG-Distribution".
Payments shall be made without discount at the head office of SDG-Distribution, according to the terms agreed and mentioned on the order form and the invoice. Constitutes a payment in the sense of this article, not the simple handing over of a check or a bill of exchange, but their cashing or payment on the agreed date.
LATE PAYMENT OR NON-PAYMENT-PENALTIES-RESOLUTION
Any sum not paid by the due date indicated on the invoice shall entail the application, at the buyer's expense, of penalties set at one and a half times the legal interest rate. In application of article L.441-6 of the Commercial Code, these penalties are payable by right without the need for a reminder. All bank charges and protest fees as well as stamps for bills of exchange issued in replacement of dishonored bills will be charged to the buyer.
In case of payment by bill of exchange, the non-acceptance or the failure to return the bill of exchange will be considered as a refusal of acceptance comparable to a default of payment.
In the event of non-payment of a fraction of the price on its due date, cessation of business or transfer of funds, the entire outstanding balance shall automatically become immediately payable without the need for any formal notice, protest or other prior formality. In the event of late payment, SDG- Distribution reserves the right to suspend all current orders and to make any delivery subject to the full and prior payment of the corresponding invoice and/or any previous invoice, without prejudice to any other course of action. In addition, any delay in payment authorizes SDG-Distribution, if it sees fit, to send the buyer a formal notice to pay by registered letter with acknowledgement of receipt or by fax. In the absence of full payment within 48 hours, the resolution of the sale will be acquired by right for the benefit of SDG-Distribution, which may, in addition, resolve any order in progress and require the return of products delivered but not paid, without prejudice to any other damages. The resolution will affect not only the order in question but also all previous unpaid orders, whether delivered or in the process of delivery and whether or not payment is due. In addition, all rebates, bonuses or other special benefits that have not been applied and paid prior to this resolution, will remain acquired by right to SDG-Distribution, even retroactively if necessary, as compensation and contractual penalties. Any dispute relating to the resolution or return of products will be the exclusive jurisdiction of the judge of summary proceedings.
Under no circumstances may payments be suspended or be the subject of any compensation without the prior written agreement of SDG-Distribution. Any partial payment will be charged first to the non-privileged part of the debt, then to the sums that are the oldest due.
All technical documents that may be provided to the purchaser shall remain the exclusive property of SDG-Distribution, the sole holder of the intellectual property rights on these documents, and must be returned to it at its request. The purchaser undertakes not to make any use of these documents that may infringe the intellectual or industrial property rights of SDG-Distribution, and undertakes not to disclose them to any third party.
The competent jurisdiction for any dispute, of any nature whatsoever, shall be the jurisdiction of the head office of SDG-Distribution. This clause applies even in the case of summary proceedings, incidental application, multiple defendants or appeal for warranty and regardless of the method and terms of payment.
114 RUE DES VANNIERS, 40150 SOORTS HOSSEGOR, FRANCE
Tel : 05 58 70 25 05
Siret: 500 510 961 00013
WEBSITE REALIZED BY : WEB-PREMIERE - More information : https://www.web-premiere.fr/