ARTICLE 1. Scope of application
These General Terms and Conditions of Sale (T&Cs) apply to all sales of products concluded by SORODIST (the Supplier) to professional buyers, regardless of the clauses that may appear on the Buyer's documents, and in particular its General Terms and Conditions of Purchase.
In accordance with the regulations in force, the Supplier reserves the right to derogate from certain clauses of these T&Cs, resulting from negotiations with the Buyer, by establishing Special Terms and Conditions of Sale annexed to the purchase orders or quotes.
ARTICLE 2. Orders – Prices
Orders must be placed in writing, by means of a purchase order sent by the customer or an accepted quotation duly signed by the Buyer. Sales are only completed after the Buyer's order has been expressly accepted in writing by the Supplier with an order confirmation.
The products are supplied at the prices valid on the day the order is placed and, where applicable, in the specific commercial proposal sent to the Buyer. These rates are binding and non-revisable during their period of validity, as indicated by the Supplier. These prices are net, Ex-works and exclude VAT and packaging. They do not include transport, customs fees or insurance, which are the responsibility of the Buyer. The Supplier reserves the right to increase prices in line with fluctuations in the prices of raw materials.
The Buyer acknowledges being fully aware of these T&Cs (downloadable on the Supplier's website www.sorodist.com). The Buyer has 24 hours once the order confirmation has been received to communicate any objection to all or part of these T&Cs. Silence beyond this delay shall be deemed to be full acceptance of these T&Cs.
ARTICLE 3. Payment Terms
The price is payable in full and in a single instalment within 30 days from the date of invoice, unless otherwise stated. This period will be mentioned on the invoice sent to the Buyer. In accordance with Article L 441-9 of the French Commercial Code, in the event of late payment of the sums due by the Buyer beyond the payment date that appears on the invoice, late payment penalties calculated at the monthly rate of 10% of the purchase price (including VAT) that appears on the invoice, shall be automatically applied by the Supplier, without any formality or prior formal notice, and without prejudice to any other action that the Supplier may be entitled to bring against the Buyer in this respect. Finally, a lump sum payment for collection costs, of €40 (Decree 2012-1115 of 9 October 2012) will be due, without prior notification by the Buyer in the event of late payment. The Supplier reserves the right to claim additional compensation from the Buyer if the collection costs actually incurred exceed this amount, upon presentation of supporting documents.
ARTICLE 4. Transfer of Ownership
The transfer of ownership of the Supplier's products to the Buyer will only be carried out after full payment of the Buyer's price, regardless of the date of delivery of the said products.
Any deposit paid by the Buyer shall remain with the Supplier as a lump sum compensation, without prejudice to any other actions that the Buyer may be entitled to take against the Buyer as a result. Loss and damage risks will be transferred to the Buyer upon delivery of the products ordered.
The Buyer therefore undertakes to have the products ordered insured, at his own expense, for the benefit of the Supplier, by an ad hoc insurance, until the complete transfer of ownership and to justify this to the latter upon request.
ARTICLE 5. Deliveries
The products ordered by the Buyer will be dispatched within a maximum period of 10 days from the receipt by the Buyer of the order receipt. This period does not constitute a strict period and the Supplier cannot be held liable to the Buyer in the event of a delay in dispatching not exceeding 30 days. Under no circumstances can the Supplier be held liable in the event of delay or suspension of delivery to the Buyer or in the event of Force Majeure. Delivery will be made to the address indicated on the order confirmation, with the products travelling at the Buyer's own risk.
The packaging of the products sold, compatible with the conditions of the carrier, is decided by the Supplier. These packaging conditions decided by the Supplier are accepted by the Buyer, unless the latter requires specific conditions and will bear the additional cost.
The Buyer is obliged to check the apparent condition of the packaging and products upon receipt. Any apparent damage of the packaging or products must be reported on the delivery receipt document before signing.
The Buyer also has a period of 3 days from the delivery and receipt of the ordered products to report in writing any apparent non-compliance of the products. In the absence of expressed reservations in writing, the said products delivered by the Supplier shall be deemed to conform, in quantity and quality, to the order.
No claim can be validly accepted in the event of non-compliance with these formalities by the Buyer.
ARTICLE 6. Product Returns
The Buyer has a period of 1 month to return the goods in the event that they have made a mistake in their order. The return of goods is carried out at the risk and expense of the Buyer.
The Supplier reserves the right to refuse the return of the goods in the event that, after inspection, they are not fit for re-sale.
In the event of a product return accepted by the Supplier, 15% of the net amount of the product(s) will be deducted, for the cost of putting it back in stock.
ARTICLE 7. Liability – Warranty
Except as otherwise noted in the SORODIST catalogue, the products delivered by the Supplier are covered by a warranty of 1 year from the date of delivery, covering any hidden defects due to faulty design, material, or workmanship affecting the products and making them unfit for use.
It being specified that the hidden defects must be reported by the Buyer to the Supplier, in writing, within a maximum period of 8 days following the discovery of the hidden defect. In this case, the Buyer must specify the nature of the defect, and justify it by any appropriate means of proof.
Any warranty is excluded in the event of misuse, improper implementation, negligence or lack of maintenance on the part of the Buyer, as well as normal wear and tear of the goods or in the event of Force Majeure.
In addition, the Buyer is bound by duty to stock the products, in particular with regard to their storage conditions, as defined in the catalogue or on the technical data sheets available for download on the www.sorodist.com website.
In particular, the Buyer acknowledges having read the notice relating to temperature- and UV-sensitive products. As the Buyer is aware of the requirements for the storage conditions of the said products, it is up to him to prove, in the event of alteration, that the alteration in question is prior to the date of delivery of the product that is the subject of his claim.
ARTICLE 8. After-sales service and warranty implementation
The guarantee provided for in the preceding article shall be exercised under the following conditions:
Products affected by a defect must be returned by the Buyer at the expense of the Supplier. The Supplier, or the Manufacturer to whom the product has been returned if necessary, will verify the returned product(s) in order to judge the reality of the alleged defect. Only if the defect is recognised will the guarantee be implemented. Once this has been established, the Supplier will issue a credit note or will replace or repair the defective products or parts under warranty.
In addition, in the context of a possible claim by the Buyer for damages, in particular for labour costs incurred by the replacement or repair of the defective product, the latter must provide all supporting documents for these costs, with any supporting invoice. The warranty will then be capped at the sum that represents 30 times the value of the product concerned by the defect.
ARTICLE 9. Jurisdiction Clause
ALL DISPUTES TO WHICH THIS CONTRACT MAY GIVE RISE, CONCERNING ITS VALIDITY, INTERPRETATION, EXECUTION, TERMINATION, THEIR CONSEQUENCES AND THEIR CONSEQUENCES SHALL BE SUBMITTED TO THE COMMERCIAL COURT OF PERPIGNAN (FRANCE).
THE VIENNA CONVENTION WILL NOT APPLY TO DISPUTES.
ARTICLE 10. Applicable Law – Language of Contract
By express agreement between the parties, these General Terms and Conditions of Sale and the resulting purchase and sale transactions are governed by French law. In the event that they are translated into one or more languages, only the French text will be authentic in the event of a dispute.
ARTICLE 11. Buyer's Acceptance
These General Terms and Conditions of Sale, as well as the prices and negotiated discounts are expressly approved and accepted by the Buyer, who declares and acknowledges that he is fully aware of them (these General Terms and Conditions of Sale being downloadable from the Supplier's website at the address www.sorodist.com ), and hereby waives any contradictory document and in particular, its own General Terms and Conditions of Purchase.