The present general conditions of sales are concluded in SDG DISTRIBUTION, having its registered office at 114 rue des vanniers, 40150 SOORTS-HOSSEGOR (hereafter "SDG- Distribution") and any buyer acting for the needs of its business.
ENFORCEMENT - ENFORCEABILITY
Any product order implies the buyer's unreserved acceptance and full and complete adherence to these general terms and 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 SDG-Distribution's attention, unless SDG-Distribution has expressly agreed otherwise beforehand. In the absence of any indication to the contrary, any document of SDG-Distribution other than the present general terms and conditions of sale and in particular catalogs, prospectuses, advertisements, notices, has only a non-contractual computerized and indicative value. The fact that SDG-Distribution does not avail itself at a given time of any of the clauses of these general terms and conditions of sale shall not be considered as a waiver of the right to avail itself of these same clauses at a later date.
Because of the specific services, both tangible and intangible (signage, specific store layout, staff training, advertising, after-sales service, etc.) provided by the exclusive dealers, SDG-Distribution reserves the right to apply different price lists, payment, return and transport conditions to them. Likewise, any wholesale buyer or central purchasing agency, operating on a market distinct from retail resellers, may have different conditions applied to them.
Orders are irrevocable for the buyer upon receipt by SDG-Distribution unless SDG-Distribution agrees in writing to cancel or modify them. Orders may be made by any means but in writing and are honored by SDG-Distribution within the limits of available stocks.
SDG-Distribution's rates do not constitute an offer and are subject to change without notice. Products are always billed at the rate in effect 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 date given by SDG-Distribution is purely indicative and without any commitment on its part. If the purchaser has formulated specific wishes in this respect, SDG-Distribution shall make every effort, within the limits of what is economically reasonable, to comply with these wishes. Delays in relation to the indicative or desired delivery times shall under no circumstances justify cancellation of the order or any repair or compensation of any kind whatsoever.
The products are always delivered by the carrier chosen by SDG-Distribution. They travel at the recipient's risk, even in the case of a free sale.
RECEIPT-VERIFICATION-CLAIM FOR NON-COMPLIANCE
The products must be checked by the buyer upon receipt in the presence of the carrier. In case of damage or missing products, the buyer must mention it on the delivery note and confirm his reserves by registered letter with acknowledgement of receipt, a copy of which will be sent to SDG-Distribution, to the carrier within three days following the receipt of the products. Without prejudice to the foregoing provisions, claims for apparent and visual defects (defect in appearance or manufacture) or for the non-conformity of the products with the order (including, without limitation, in 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, exceptionally, 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 slip provided by SDG-Distribution. The transport as well as the costs and risks of the return are always at the expense of the buyer. Returned products, whatever the cause, must be in the state in which SDG-Distribution delivered them.
Unless otherwise specified on the product or provided at the time of purchase, the products are warranted against defects in material or workmanship for six months (or if the applicable legal or regulatory term is longer, for such longer period) from the date of delivery. This warranty, particularly with regard to the time limit, does not apply to apparent defects, for which the purchaser, who is a professional in the same specialty, must make a claim in accordance with the provisions set out under the heading "RECEPTION-CLAIM FOR NON-COMPLIANCE" above, a latent defect is defined as a defect in the product making it unfit for use and not likely to be detected by the purchaser before its use.
This warranty consists only in the free replacement of products recognized as defective by SDG-Distribution, to the exclusion of any other, subject to the provisions of public policy. The buyer shall provide any justification as to the reality of the alleged defects. SDG-Distribution reserves the right to carry out any verification it deems useful. In order to benefit from the warranty, the product must first be submitted to SDG-Distribution's after-sales service, as soon as an alleged defect is discovered, whose agreement is essential for replacement. Defects and deterioration of the products caused by abnormal storage and/or conservation conditions at the buyer's premises, or by an accident of any nature whatsoever (abnormal use, faulty maintenance, etc.) or by modification of the product not foreseen or specified by SDG-Distribution shall not give right to the warranty due by SDG-Distribution.
RISKS - RESERVATION OF OWNERSHIP CLAUSE
SDG-Distribution retains ownership of the products sold until effective payment of the full price and all additional fees, duties and taxes that may be added. This provision does not prevent the transfer to the buyer, as soon as the products are handed over to the carrier, of the risks of loss, theft or deterioration of the products, and he 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 out any insurance in this respect. Under the terms of these general terms of sale, the purchaser is authorized in the normal operation of his establishment to resell the products delivered. However, he can neither pledge them, nor transfer their ownership as a guarantee, nor proceed to a global or fixed price transfer 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 resale. In the event of resale to a third party, the buyer then assigns to SDG-Distribution all claims arising for its benefit from the resale to the third party buyer, the sums corresponding to the sale price invoiced by SDG-Distribution being already pledged to its benefit in accordance with Article 2071 of the French Civil Code, the buyer becoming the sole custodian of the price. The buyer's authorization to resell the products delivered by SDG-Distribution shall be automatically withdrawn in the event of the buyer's cessation of payments being judicially established. SDG-Distribution expressly reserves the right, in order to protect the reputation of the SDG-Distribution brands, to claim the products still in stock in the event of a receivership or judicial liquidation of the buyer. In the event that the buyer hands over the delivered products to a carrier or to a depository, he undertakes to have this document dated and signed by the latter, after having indicated with his hand "having taken note of the reservation of ownership clause stipulated in the SDG-Distribution general terms and conditions of sale when handing over the products".
Payments are made without discount at SDG-Distribution's head office, according to the terms agreed upon and mentioned on the purchase order and invoice. Constitutes a payment within the meaning of this article, not the simple handing over of a check or a commercial bill, but their cashing or payment at the agreed maturity date.
LATE OR NON-PAYMENT-PENALTIES-RESOLUTION
Any sum not paid on the due date appearing on the invoice will lead to the application, at the expense of the buyer, of penalties set at one and a half times the legal interest rate. Pursuant to Article L.441-6 of the French Commercial Code, these penalties are payable as of right without the need for a reminder. All bank and protest fees as well as stamps for drafts issued in replacement of unpaid bills will be charged to the buyer.
In the event of payment by bill of exchange, non-acceptance or failure to return the bill of exchange shall be considered as a refusal of acceptance equivalent to a default in payment.
In the event of non-payment of a fraction of the price on its due date, cessation of activity or transfer of funds, the entire balance remaining due 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 orders in progress and to make all deliveries subject to full and prior payment of the corresponding invoice and/or any previous invoice, without prejudice to any other right of action. In addition, any late payment shall entitle SDG-Distribution, if it deems fit, to send the purchaser 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 sale shall be automatically cancelled to the benefit of SDG-Distribution, which may, in addition, cancel any order in progress and demand the return of products delivered but not paid for, without prejudice to any other damages. The resolution shall apply not only to the order in question, but also to all previous unpaid orders, whether delivered or in the process of being delivered and whether or not payment is due or not. In addition, all rebates, bonuses or other special advantages that have not been applied and paid prior to this resolution shall remain automatically acquired by SDG-Distribution, even retroactively if necessary, as contractual indemnity and penalties. Any dispute relating to the resolution or restitution of the products will be under the exclusive jurisdiction of the judge in summary proceedings.
Under no circumstances may payments be suspended or be subject to any compensation whatsoever without the prior written agreement of SDG-Distribution. Any partial payment shall be charged first to the non-preferred part of the claim, and then to the sums that have been outstanding for the longest period of time.
All technical documents eventually provided to the buyer remain the exclusive property of SDG-Distribution, the sole owner of the intellectual property rights on these documents, and must be returned to him at his request. The buyer undertakes not to make any use of these documents that may infringe SDG-Distribution's intellectual or industrial property rights, and undertakes not to disclose them to any third party.
The competent jurisdiction for any dispute, of any nature whatsoever, shall be that of the SDG-Distribution head office. This clause shall apply even in the event of summary proceedings, incidental claims, multiple defendants or third party claims and regardless of the method and terms of payment.
114 RUE DES VANNIERS, 40150 SOORTS HOSSEGOR, FRANCE
Tel : 05 58 70 25 05
COMPANY ID NUMBER: 500 510 961 00013