ARTICLE 1 - Purpose
These General Terms and Conditions of Sale constitute the sole basis of the commercial relationship between the parties, in accordance with Article L 441-1 of the French Commercial Code.
Their purpose is to define the conditions under which COUDOINT SAS supplies professional Buyers ("The Buyers or the Buyer") with edgewound resistors ("The Products") upon their request, via orders placed on its website www.coudoint.biz, through direct contact direct or on paper.
These General Terms and Conditions of Sale apply without restriction or reservation to all sales concluded by COUDOINT with 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 current regulations, these General Terms and Conditions of Sale are systematically provided to any Buyer that requests them, to enable it to place an order with COUDOINT.
Any order for Products implies the Buyer's acceptance of these General Terms and Conditions of Sale and the General Terms and Conditions of Use of the COUDOINT website for electronic orders.
The information contained in COUDOINT's catalogues, prospectuses and price lists is given for guidance only and is subject to change at any time. COUDOINT is entitled to make any changes thereto that it deems useful.
ARTICLE 2 - Orders - Prices
The Products offered by COUDOINT are custom-made at the Buyer's request, except for spare parts and accessories.
Any order placed by the Buyer constitutes acceptance of the prices and descriptions of the products available for sale. Product offers and prices are valid as long as they are visible on the website, while stocks last.
COUDOINT reserves the right to cancel or refuse any order from a customer with which there is a dispute relating to the payment of a previous order.
Sales are only complete after (i) the Buyer's order has been accepted by COUDOINT, which shall ensure that the requested products are available, and (ii) the Buyer has paid for the order. If the products are unavailable or if there is a delay in manufacturing or delivery, COUDOINT shall inform the Buyer by any means and as soon as possible. If the product is permanently unavailable, COUDOINT shall refund the price paid by the Buyer.
An email shall be sent confirming that the order has been received and accepted.
If the Buyer cancels the order after it has been accepted by COUDOINT, for any reason whatsoever except force majeure, COUDOINT shall be fully entitled to retain the price paid for the order and no refund shall be given.
The products are supplied at the prices in force on the day the order is placed, and, where applicable, in the specific commercial proposal sent to the Buyer. These prices are firm and non-revisable during their period of validity, as indicated by COUDOINT.
These prices are net, Ex Works and do not include VAT or packaging. They do not include transportation or any customs fees and insurance which remain the responsibility of the Buyer.
ARTICLE 3 - Payment terms
The price is payable in cash, in full, on the day of the order, under the terms set out below.
The Products shall be paid for by debit or credit card, cheque or bank transfer. For any payment by debit or credit card made on the www.coudoint.biz website, the order shall be registered and confirmed as soon as COUDOINT's bank has accepted the payment.
For any payment by cheque, production of the Buyer's order shall start once the cheque has been received and cashed. The manufacturing time and delivery date may be postponed depending on how much time it takes to receive and cash the cheque.
Any payment by bank transfer must be made into COUDOINT's bank account, details of which are available upon request, by sending an email to email@example.com or telephoning 01-30-41-55-00 Monday to Thursday between 8.15 am and 12.05 pm then between 1.25 pm and 5.05 pm and on Fridays between 8.15 am and 12.05 pm then between 1.25 pm and 4.05 pm. The Order shall only be processed after COUDOINT's bank has confirmed that it has received the funds.
COUDOINT shall not be obliged to deliver the products ordered by the Buyer if the Buyer does not pay it the price thereof according to the terms and conditions specified above.
In the event of non-compliance with the payment terms set out above, COUDOINT also reserves the right to suspend or cancel the delivery of any orders in progress placed by the Buyer, to suspend the performance of its obligations and to reduce or cancel any discounts granted to the Buyer.
Finally, a flat-rate payment of 40 euros as compensation for recovery costs shall be payable, automatically and without prior notice, by the Buyer in the event of late payment. COUDOINT reserves the right to ask the Buyer for additional compensation if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.
ARTICLE 4 – Retention of title
COUDOINT shall retain ownership of the products sold until the Buyer has paid the price in full, allowing it to regain possession of said products.
ARTICLE 5 - Deliveries
Delivery times shall be indicated by COUDOINT upon acceptance of the order.
The delivery times provided by COUDOINT do not constitute a strict deadline and COUDOINT may not be held liable by the Buyer in the event of late delivery.
Delivery shall be made, as specified by the Buyer, either by delivering the Products directly to the Buyer, or by notifying the Buyer that the Products are available, or by handing over the Products, in the COUDOINT factory, to a shipper or carrier chosen by the Buyer and at the Buyer's own risk.
If the Buyer has made any special requests concerning the packaging or transportation conditions for the ordered products, duly accepted in writing by COUDOINT, the related costs shall be the subject of a specific additional invoice.
The Buyer is responsible for checking the apparent condition of the products upon delivery. Unless any reservations are specifically expressed by the Buyer upon delivery, the Products delivered by the Supplier shall be deemed to be compliant with the order in quantity and quality.
The Buyer shall have 5 days from the delivery and receipt of the ordered products to make such reservations in writing to COUDOINT. These reservations should be sent by registered mail with acknowledgement of receipt, either by post or electronic mail.
No claim can be validly accepted if the Buyer fails to comply with these formalities.
COUDOINT shall, as soon as possible and at its own expense, replace any Products delivered which are duly proven by the Buyer to be non-compliant.
ARTICLE 6 - Transfer of ownership - Transfer of risks
6-1. Transfer of ownership
The transfer of ownership of the Products to the Buyer shall only occur after the Buyer has paid the price in full, regardless of the delivery date of said Products.
6-2. Transfer of risks
The transfer to the Buyer of the risks of loss and damage to the Products shall occur upon delivery and receipt of said products, seperately from the transfer of ownership and regardless of the date of the order and payment thereof.
The Buyer acknowledges that it is the carrier's responsibility to make the delivery, COUDOINT being deemed to have fulfilled its obligation to deliver as soon as it has handed over the ordered products to the carrier which has accepted them without reservations. The Buyer therefore cannot make any claims under the warranty against COUDOINT in the event of failure to deliver the ordered Products or damage during transportation or unloading.
ARTICLE 7 - Warranty
The products delivered by COUDOINT have a ONE YEAR contractual warranty, effective from the delivery date, covering non-compliance of products with the order and any hidden defects, due to any material, design or manufacturing defects affecting the delivered products and making them unfit for use.
The warranty forms an inseparable whole with the Product sold by COUDOINT. The Product may not be sold or resold, altered, transformed or modified.
This warranty is limited to the replacement or refund of non-compliant or defective products.
Any warranty is no longer valid in the event of incorrect use, negligence or lack of maintenance by the Buyer, just like in the event of normal wear and tear of the Product or force majeure.
To claim its rights, the Buyer must, under forfeiture of any action relating thereto, inform COUDOINT, in writing, of the existence of defects within a maximum period of 5 days from their discovery.
COUDOINT shall replace the Products or parts under warranty that are deemed to be defective or have them repaired. This warranty also covers labour costs.
The replacement of defective Products or parts shall not extend the duration of the above warranty.
Finally, the warranty does not apply if the Products have been used incorrectly or under conditions different from those for which they were manufactured, in particular in the case of non-compliance with the conditions specified in the operating instructions.
Neither does it apply in the event of damage or an accident resulting from impact, dropping, negligence or lack of supervision or maintenance, or if the Product has been transformed.
ARTICLE 8 - Personal Data
Personal data collected from Buyers are subject to computer processing carried out by COUDOINT. They are stored in its Customer file and are essential for processing the Buyer's order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They shall be kept as long as necessary for the execution of orders and any applicable warranties.
The data controller is COUDOINT. Access to personal data shall be strictly limited to the data controller's employees, authorised to process them on account of their duties. The information collected may be forwarded to third parties which have signed a contract with the company for the performance of subcontracted tasks, without the Buyer's authorisation being necessary.
In the performance of their services, third parties have only limited access to the data and are obliged to use them in accordance with the provisions of the applicable laws on personal data. Apart from the cases set out above, COUDOINT is prohibited from selling, renting or transferring the data to third parties or giving third parties access to the data without the Buyer's prior consent, unless required to do so for a legitimate reason.
If the data are to be transferred outside the EU, the Buyer shall be informed and the guarantees taken to secure the data (for example, the external service provider's adherence to the "Privacy Shield", the adoption of standard protection clauses validated by the CNIL, the adoption of a code of conduct, obtaining a CNIL certification, etc.) shall be explained to it.
In accordance with applicable regulations, the Buyer has the right to access, rectify and erase its personal data, the right to data portability and the right to object to the processing for legitimate reasons, rights that it can exercise by contacting the data controller at the following postal or email address: firstname.lastname@example.org / COUDOINT SAS, 19 rue de la Gare, 78690 Les Essarts le Roi.
The Buyer may submit any complaints to the Commission Nationale de l'Informatique et des Libertés (French Data Protection Authority).
ARTICLE 10 - Hardship
These General Terms and Conditions of Sale expressly exclude the legal hardship regime provided for in Article 1195 of the French Civil Code for all Sales of the Supplier's Products to the Buyer. Therefore, the Supplier and the Buyer each waive the right to invoke the provisions of Article 1195 of the French Civil Code and the hardship regime provided for therein, each undertaking to assume its obligations even if the contractual balance is upset by circumstances that were unforeseeable when the sale was concluded, even if their performance would prove excessively burdensome, and to bear all the economic and financial consequences.
ARTICLE 11 - Force majeure
The Parties cannot be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the French Civil Code.
ARTICLE 12 - Jurisdiction
All disputes which may arise from this contract and its resulting agreements, concerning their validity, interpretation, performance, resolution, consequences and repercussions shall be submitted to the Commercial Court of Versailles.
ARTICLE 13 - Applicable law - Language of the contract
These General Terms and Conditions and the transactions resulting therefrom shall be governed by French law.
They are written in French. If they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.
ARTICLE 14 - Acceptance of the Buyer
These General Terms and Conditions of Sale are expressly approved and accepted by the Buyer, which declares and acknowledges that it has read and understood them, and therefore waives the right to avail itself of any contradictory document and, in particular, its own general terms and conditions of purchase.