GENERAL TERMS AND CONDITIONS OF SALE


Our general terms and conditions of sale comply with recommendations set out by the Federation for Electrical and Electronic Industries. These general terms and conditions of sale constitute the basis for commercial negotiations. Consequently, notwithstanding any particular agreement signed by the Vendor, placement of an order implies full and unreserved acceptance of these general terms and conditions of sale by the Buyer, with the exclusion of all other documents such as prospectuses or catalogues issued by the Vendor and which will only be used as a guide.Placement of an order implies relinquishment by the Buyer of its own general terms and conditions of purchase.

1.Price – Elimination of waste electrical and electronic equipment.

1.1 Merchandise is supplied and billed at the prices and in line with the terms and conditions in force as at the date of delivery, indicated in euros, and including the VAT rate in force as at the date of delivery. Any order of which the total amount is less than 150 euros excluding VAT will lead to a price supplement of €15 excluding VAT to cover internal administration fees.Any tax, duty or other similar amount to be paid pursuant to regulations in force in France or the importing country or any country of transit will be payable by the Buyer.

1.2 Pursuant to article 18 of Decree no. 2005-829 of 20th July 2005 on the composition of waste electrical and electronic equipment (WEEE) and the elimination of waste resulting from these items of equipment (hereinafter referred to as the “Decree”), the cost of organising collection and processing of WEEE, as outlined in this sales agreement, is passed on directly to the Buyer who accepts. With regard to fluorescent lamps and discharge lamps either sold individually or included as part of an appliance, this transfer will also include an environmental contribution of which the total amount and date of application will be determined at the effective date of all relevant official implementing texts. The aforementioned obligations should be passed on by all successive professional buyers to the end user of the electrical and electronic equipment. Failure by the Buyer to respect any of all of its obligations may lead to criminal sanctions being taken against it as indicated under the Decree. Pursuant to article 18 of the Decree, selective processing, recycling and destruction of WEEE collected following sorting should be undertaken pursuant to those recommendations for which provision is made under articles 21 and 22 of the Decree.

2. Offers

All of our offers and estimates are valid for 2 months. Our supplies are limited to those items clearly indicated in estimates. Our offers may be adjusted in line with prices in force or in line with adjustment formulae indicated in the offers.

3. Designs and projects – Intellectual Property

We will retain all intellectual property rights over our projects, designs and documents of any nature whatsoever, which may not be communicated or executed without our prior written consent. In the event of written communication, they should be returned to us on first request. The technology and expertise, whether or not patented, and incorporated in our products and services, as well as all relevant industrial and intellectual property rights pertaining to the products and services, remain our exclusive property. The Buyer will only be granted a non-exclusive right of use over the products.

4. Orders

4.1 Order validity and approval

In order to be valid, orders should clearly indicate for each product, the exact reference, quantity and be sent to us in writing.

Orders are only definitive, even when placed by the intermediary of representatives or employee sales assistances, when they are confirmed in writing by management. Only an order or delivery confirmation is binding between the Vendor and Buyer.

Notwithstanding any special agreement, an order confirmation implies that the Buyer accepts the terms and conditions of sale of the Vendor, acknowledging due and proper understanding thereof and waiving application of its own terms and conditions of purchase.

We hereby reserve the right to immediately make any modifications without notice to our products or to remove these from our product range, without being held liable for these changes. Samples will be invoiced at their real value and dispatched at the cost and under the liability of the Buyer.

In the event of any shortage, the supplier will fulfil orders in line with the order in which they are placed and subject to availability. The benefit of an order is personal to the Buyer and may not be transferred or assigned without the consent of the Vendor.

4.2 Order modification

Any order modification during manufacture automatically leads to the starting point of the delivery lead time being deferred as well as the publication of a new purchase order with the date of modification accompanied by any price adjustment as necessary. Any backdated order will not be accepted for determining the delivery lead time. This lead time will be recalculated in line with the date of receipt of the latest order.

4.3 Order cancellation

The Buyer may only cancel an accepted order with the written consent of Soka subject to compensation.

5. Deliveries and dispatch

Packaging and shipping costs are payable by the Buyer.

Our merchandise is always shipped under the liability of the Buyer, notwithstanding rights of redress against the shipper, and regardless of the terms and conditions of sale, shipping method and terms of dispatch. It is incumbent upon the recipient to grant discharge to the final shipper but only after having checked that the merchandise is delivered in good condition. In the event of any problems, missing items, delays or errors of any nature whatsoever, the recipient will alone take redress against the shipper for liability (pursuant to the law of 29th March 1905). We hereby reiterate that article L 133-3 of the French Commercial Code makes provision that the receipt of merchandise implies relinquishment of any legal action against the shipper for damage or partial loss, unless, within three days, not including public holidays, following receipt, the recipient has informed the shipper by way of a legal process server deed or recorded delivery letter of a justified claim.

It is hereby stipulated that any blockage of merchandise during shipping and which impedes delivery in line with the agreed lead times, for any reason whatsoever and which is due to the client buyer or client end user, the total costs for storage, grouping and re-delivery along with a penalty of 10% for administrative costs will be passed on.

Rescheduling of a delivery does not lead to modification of the initial date of payment. In the event of delivery on a construction site, the Buyer is bound to take all provisions to ensure proper receipt of merchandise and to ensure that all delivery vehicles can safely reach the delivery site and leave as soon as possible thereafter; any cost incurred by immobilisation of vehicles will be payable by the Buyer.

5.1 Mainland France

For orders in excess of €1,000, shipping costs will be invoiced at their actual cost.

For orders of less than €1,000, packaging and shipping costs will be as follows:

  • €20 for parcels between 1 and 9kg
  • €30 for parcels between 10 and 19kg
  • €35 for parcels between 20 and 30kg

Express shipping (before 09:00 or 12:00 hours) will cost between €40 and €50 (depending on the weight of the parcel(s)).

5.2 Outside Mainland France

Shipping costs will be invoiced at their actual cost.

6.Delivery lead times

6.1 Our delivery lead times are provided solely as an indication and without any commitment by us. Deliveries are only undertaken subject to availability and in line with the chronological order in which orders are received. The Vendor is authorised to undertake deliveries in whole or in part.

In the event of any delay, and in such instance as the delivery lead time cannot be respected, no compensation, withholding or order cancellation may be claimed, particularly in the case of delays caused by any case of force majeure, as defined by article 1148 of the French Civil Code, and suffered directly or indirectly by our company, our sub-contractors or any other third party.

In all instances, delivery may only be made on time if the Buyer is up to date in all of its obligations towards the Vendor, in all instances whatsoever.

6.2 Receipt

Without prejudice for provisions to be taken against the shipper, any and all claims concerning apparent defects or non-compliance of the delivered product in relation to the product ordered or the shipping note should be made in writing within three days following the arrival of the product.

It is incumbent upon the Buyer to provide all due and proper justification as to the reality of any defects or anomalies observed. It should allow the Vendor total freedom to observe these defects and provide remedy. It will refrain from itself intervening or commissioning any third party for this purpose. For products sold in packaging, the weights and measurements on departure will prevail with regard to the delivered quantities.

7. Return of merchandise

No product returns will be accepted without our prior written consent, and returns are only valid for products which have been delivered in less than one month. Any product returned without our prior written consent will be kept available for the Buyer and not lead to the issue of a credit note. The costs and liability of returns will always be accepted by the Buyer.

For each accepted return, a unique return identification number will be issued for a specific return request. Any product for which we have accepted the return should be returned to us in its original packaging, in perfect condition, carriage free, at the address which we indicate. Pallets or packages should clearly have the identification label which we have issued in advance as well as completed shipping documents for tracking. Return to the return address will be under the responsibility of the returning party.

The credit note corresponding to the returned products will be issued with a minimum rebate of 20% off the price invoiced for these products if the packaging is intact, and 40% if the packaging is damaged. No credit note will be issued for any products returned which are damaged. The credit note will be issued after our factory has carried out an inspection of the product. No return may be accepted for any products which were specially made, do not appear in our catalogue or for lighting.

8. Packaging

Our packaging solutions used are standard and suitable for mainland delivery and we hereby waive all liability for any damages or breakages.

Any additional packaging or special wrapping required will be invoiced separately.

9. Payment terms

Invoices are issued when products are dispatched from our factories.

Notwithstanding any particular agreement, all payments are made pursuant to the French Economic Modernisation Act of 4th August 2008 at 45 days end of month or 60 days net from the date of invoice.

The invoice will indicate the required payment date (pursuant to article L 441-3 of the Commercial Code) as well as the rate of penalties in force on the day immediately following the payment date appearing on the invoice.

For any first order and/or orders outside of Mainland France, payment at the time of order (before dispatch) will be required.

For specially manufactured products, a 30% deposit will be required at the time of order and payable within 48 hours, and the remaining balance should be paid 45 days end of month or after 60 clear days following the date of invoice. For the creation of any prototype, a credit note equal to 50% of the total price exclusive of VAT for the prototype will be issued in the event of any fixed order for serial production with Soka.

In such instance as the Buyer is late in making payment of any instalment due, all amounts payable, even those which have not yet fallen due, will be immediately payable, pursuant to article L 441-6 of the Commercial Code, on the date immediately following the payment date appearing on the invoice concerned without any formal notice or reminder being necessary, even if they have led to the issue of drafts already in circulation. All amounts paid late as per the contractual payment terms will automatically accrue interest at a rate at least equal to the interest rate applied by the European Central Bank, in its most recent refinancing operation, increased by seven percentage points. Moreover, we hereby reserve the right to either suspend or cancel, in whole or in part, performance of the contract or orders in progress. In the event of any dispute proceedings, a penal clause of a fixed rate of 15% of amounts due will be applied as compensation. Products are deemed as payable to us in Paris, and in euros only. Payment is considered as having been made as at the date when the funds are provided by the client to the beneficiary or any representative thereof. In the event of any claim or partial performance of the contract, payment will be required over the uncontested or partially performed part of the contract. In the event of sale, transfer, pledge or contribution of the company or its products by the Buyer, as well as in such instance as payments or acceptance of any drafts are not made on time, all amounts will immediately fall due, regardless of all previously accepted payment terms.

10. Retention of title

We will retain property of the items sold until full payment of the entire price in principal and any ancillary amounts. In the event of default in payment on any amount due, we hereby reserve the right to reclaim possession without any prior procedure being required. The Buyer will however accept, from the time of loading onto the shipper’s lorry, as defined under article 5 (2) hereinabove, all risks for loss or damage to these items as well as the liability for any damages which they may occasion. Shipping and return costs will be payable by the Buyer, without prejudice for application of those penalties for which provision is made under the payment terms. The Buyer hereby refrains from undertaking any transportation, incorporation, assembly or installation of the products which will damage the latters before having made payment in full. The Buyer undertakes not to resell or pledge the products before having claimed full property thereover. The Buyer should retain the sold products subject to ownership meaning that they may not be confused with other products of the same nature from other suppliers. In the event of any default in respect of these provisions, we will be entitled to immediately exercise our right to reclaim those products still in good condition.

11. Reclaiming Products

In such instance as our Company should be led to reclaim the products, it will be exempt from refunding any amounts received insofar as these can be offset with compensation payable by the Buyer or against the value of products which were transformed by the Buyer without consent.

12. Warranties

12.1 Obligations of Soka

We provide a 12-month warranty over our appliances from the date of invoice notwithstanding any special warranty extension duly accepted and signed between Soka, the supplier and the Buyer. Batteries are sold without warranty.

Our warranty is limited to replacement of appliances or defective parts.

This warranty is not applicable to any damages caused by overvoltage, overcharging, connection errors, disassembly, even in part, disrespect of normal storage conditions, use and maintenance of appliances or default in respect of applicable standards and customs for implementation and/or use of our appliances. No warranty is granted for any incidents caused by fortuitous instances or force majeure, or for any replacement or repairs which result from normal wear and tear of the products, damages or accidents caused by negligence, incorrect installation, supervision or maintenance and abnormal, non-compliance or incompatible use with recommendations issued by our Company for the product. Any interventions undertaken under the warranty will not extend the warranty period. All shipping or labour costs incurred by replacement or repair of products are, in all instances, payable by the Buyer.

12.2 Obligations of the Buyer

In order to benefit from these provisions, the Buyer should notify us, prior to placement of an order, of the destination and terms of use of the products, inform us by recorded delivery letter by the latest three days after delivery of any defects attributed to the product and provide all justifications as to the reality thereof, and allow us to observe these defects in order to provide a remedy, and refrain, without our prior written consent, from itself undertaking or commissioning repair by a third party.

13. Liability

Our liability is expressly limited to repairing the direct material damages caused on the Buyer as a result of any fault which is attributable to us in performance of this sales agreement. Consequently, we are not bound to repair any consequences of fault attributable to the Buyer or third parties related to performance of the agreement, damages resulting from use by our Company of technical documents, data or any other means provided or of which the use is imposed by the Buyer and comprising any undetected errors.

Under no circumstances whatsoever will we be bound to indemnify immaterial and/or indirect damages such as notably: operating losses, lost profits, commercial prejudice. Our liability is strictly limited to those obligations stipulated in this article. All penalties and indemnification for which provision is made will constitute fixed-rate compensation in full discharge and exclusive of any other sanction or compensation.

Notwithstanding any gross misconduct by us and compensation for corporal damages, the liability incurred by our Company is limited, in all instances, to a total amount which, failing any stipulation to the contrary appearing in the agreement, is capped at those amounts received by virtue of the supplies or services as at the date of the claim.

The Buyer stands guarantor and holds us harmless for relinquishment of any redress by its insurers or third parties having taken out contractual relations with it, against our Company or its insurers beyond those limits and for those exclusions indicated hereinabove.

14. Force majeure

Any default by us will not constitute a contractual default in our obligations in the event of any case of force majeure as defined by article 1148 of the French Civil Code. Consequently, force majeure will be considered as any event which, in any nature whatsoever, reasonably escapes our control, including strikes and stoppages to means of transportation, strikes or blockades in industries or commercial sectors affecting our products, interruption of transportation for any reason whatsoever, legislative and regulatory provisions affecting production or distribution of products.

15. Modifications

Article descriptions, along with characteristics, dimensions, forms or structures indicated in our documentation and price lists, are only provided as a guide and are non-contractual on our Company who reserves the right to make any and all modifications deemed necessary, and without notice, and will never be bound to provide articles meeting former specifications.

16. Special Conditions

Special terms and conditions of sale may be applicable to certain projects and/or orders. These will be clearly indicated on the offer, in the order confirmation and on the invoice. They will complete or amend the General Terms and Conditions of Sale.

17. Dispute Resolution

Failing amicable agreement, any dispute pertaining to this agreement will be referred to the sole and exclusive jurisdictional competence of Paris Commercial Court, even in the event of a call for joinder to proceedings or multiple defendants.

THESE GENERAL TERMS AND CONDITIONS OF SALE CONSTITUTE ALL OF THE COMMITMENTS TAKEN BY AND BETWEEN THE PARTIES. THEY ANNUL AND REPLACE ALL VERBAL OR WRITTEN AGREEMENTS PRIOR TO ITS SIGNATURE AND RELATING TO ITS OBJECT.

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