General terms and conditions
General terms and conditions
1 – PREAMBLE
1.1 Any order placed by the buyer implies their acceptance, without reserve, of these terms and conditions. They prevail over any different or contrary clauses appearing on the buyer’s documents or correspondence unless approved in writing by SA3I.
1.2 In the event that the accepted order implies an intervention or quick delivery, these terms and conditions are deemed expressly known by the buyer and accepted by them without reserve.
1.3 The information provided on the technical and commercial documents as well as prices, are for indicative purposes only.
1.4 SA3I reserves the right to modify them at any time, without notice, to allow for developments in technology and changing economic conditions. The only formal commitments made by SA3I are those specified in the offer provided with this documentation.
2 – CONCLUSION OF THE SALES CONTRACT
2.1 The sales contract is definitively concluded when the first of the following events occurs:
2.1.1 Acceptance of SA3I’s quote or offer by the buyer.
2.1.2 Acceptance of the buyer’s order by SA3I.
2.1.3 The receipt of goods having been subjected, or not, to a quote or a preliminary offer and without written objection by the buyer within the eight days following this receipt.
3 – WORKSHOP QUOTE
3.1 The equipment, given by the buyer for repair in a workshop, is subjected to a quote.
3.2 In the event that the repair quote is declined by the buyer, a flat rate bearing the incurred appraisal costs will be charged, the removal of the equipment shall be borne by the buyer. The equipment must be removed within the two months following the quote’s rejection. After this deadline, the equipment will be destroyed by SA3I with no possible recourse from the buyer.
3.3 Any equipment given without reaching a repair agreement, by the date marking the quote’s anniversary, will systematically be assigned as waste with no possible recourse from the buyer.
4 – QUOTE ISSUED WITHOUT … FOLLOWING AN ON-SITE INTERVENTION
4.1 The equipment given by the buyer for on-site repair is subjected to a quote if the restoration costs are over 800 €. Otherwise, the technician’s intervention report, signed by the buyer or their on-site representative, will serve as the quote, accepted under these general terms and conditions.
4.2 In the event of rejection by the buyer of the repair quote following an on-site intervention, the incurred appraisal costs (initial intervention flat-rate) will be charged with no recourse or reimbursement possible on behalf of the buyer.
5 – SPECIFIC CLAUSES RELATED TO ON-SITE INTERVENTIONS
5.1 A signature from the buyer or their representative on the face of the intervention report implies full acceptance of the observations and the work carried out and described in this report by SA3I’s technician as well as the supply of any necessary spare parts required for the provision of the on-going services.
5.2 A signature of the intervention report from the buyer or their representative serves as a purchase order and implies full acceptance of the general terms and conditions.
5.3 Any amendments to the intervention report after being signed and the sheets being separated will be considered null and void and won’t be taken into account in the event of any dispute.
5.4 Any remark or non-compliance detected by the technician and not taken into account by the buyer may lead to total or partial withdrawal of the guarantee on the equipment and/or goods used and implemented and/or on the services provided.
5.5 SA3I or their representative shall not be held responsible for any operating loss or damage to equipment or computer data due to malfunction of the equipment on which they are operating or due to interruption of energy supplies, no matter the reason.
5.6 The buyer has full leeway to take whatever measures they deem necessary in order to ensure the protection of their equipment (system shutdown) or computer data (data back-ups) before the beginning of the intervention.
6 – DEADLINE – TRANSPORT – DELIVERY
6.1 In the event of deferred delivery with regards to the contractual date, as a result of the buyer, the price, even firm and non-revisable, will automatically be updated to reflect the price applicable on the delivery date.
6.2 The delivery time or the performed services are only given for indicative purposes and any delays don’t allow the buyer to cancel the ordered services, to refuse the requested goods or service or to claim damages, unless they can prove that they were caused by gross misconduct on the part of SA3I, excluding delays due to limited production capabilities, to cases of force majeure or to events referred to in paragraph 6.4 below.
6.3 Payment of supplies cannot be modified or deferred because of potential delays in delivery. A late fee can only result from prior written and explicit agreement by SA3I on a document with the clearly identifiable signature from an authorized executive.
6.4 SA3I is legally exempt from any commitments related to delays in delivery:
6.4.1 When the payment deadlines were not observed by the buyer.
6.4.2 When the information required from the buyer didn’t arrive in due course.
6.4.3 In the event of force majeure or serious events, like a lock-out, strike, epidemic, war, requisition, fire, flood, tooling accident, scrapping an important part during construction, refusing subcontracted parts, interruption or delays in transportation, road-blocks, shortage of raw materials or any other reasons causing total or partial unemployment in SA3I’s, or their suppliers’, establishments, these causes having the same effects as force majeure, by express agreement between the parties.
6.5 All sold goods travel at the risk of the recipient, no matter the mode of transportation used.
6.6 In the event of damage or partial loss noticed upon arrival, the buyer must express all their reservations to the transporter within the statutory deadline and take all useful measures to safeguard their rights.
6.7 SA3I reserves the right to carry out deliveries or perform partial services according to its possibilities. They will be regarded as delivery or supply of services, and will lead to payment.
6.8 The delivery is understood as goods delivered to the buyer’s residence or to any other expressly agreed location. The transfer of ownership takes place at the latest of the two events including delivery and payment.
6.9 The delivered goods remain the property of SA3I until complete payment of the price.
6.10 In the event of attachment on the goods by a third party, the buyer has a duty to inform SA3I without delay. The risks are borne by SA3I. No product can be returned to SA3I entirely or partially, for any reason whatsoever, without prior written agreement.
7 – PAYMENTS
7.1 For the buyer who doesn’t have an account, the payment shall be made in one single instalment, by check when placing the order. For the buyer who had, to this day, payment conditions with deadlines under 45 days, or terms of payment in one single instalment, their terms stay the same.
7.2 Any evolution in the buyer’s solvency can, in our opinion, lead to a reduction in previously granted payment deadlines.
Article 21 of the August 4th 2008 Law known as “LME” makes an amendment to article L.441-6 of the French Commercial Code:
“The agreed deadline between the parties to pay the outstanding sums cannot exceed 45 days from the end of the month or 60 days from the date on which the invoice is issued.”
Our conditions regarding payment deadlines are henceforth 45 days from the end of the month.
7.3 The minimum invoice value is fixed at 188€ (excluding VAT) per order. The minimum order for free shipment and standard packaging in mainland France is fixed at 500€ (excluding VAT). For orders of a lesser value, the shipment and packaging costs will be charged, depending on the weight of the shipment and according to SA3I’s scale in effect at the time of shipment.
7.4 The payment terms constitute a material term of the contract and must be respected. Failing this, SA3I reserves the right to consider the contract automatically terminated and can keep in their possession the deposits received until the following provisions are set.
7.5 For any amount unpaid at its due date, penalties of 12% per year will be systematically applied, as well as a flat rate of 40 euros for recovery costs (Art. L.441-6 and D.441-5 of the French Commercial Code). The buyer cannot invoke any clause whatsoever to defer or change the payment terms, especially an objection on the quality of goods or services, a delay in delivery or a variation in price.
7.6 In the event of non-payment on the scheduled payment date of all or part of an instalment, the buyer would be, within their rights and and simply as a result of a failure to execute their obligation to pay, as required under articles 1152, 1226 et seq. of the French Civil Code, liable for damages in favour of SA3I, set at a flat rate of 5% of the unpaid amount. These damages are payable as of the date of the offence, and bear interest at the legal rate, as of this same date, without the buyer being able to avail themselves of the provisions of interest to delay the payment.
7.7 Whatever reservations are issued when receiving the delivery, especially due to possible breakage, the non-contested part of the delivery will be paid at the price and within the payment terms stipulated in the sales contract.
7.8 The total or partial non-payment of an invoice, within the conditions provided contractually, suspends any delivery or new service.
7.9 Any recovery by means of litigation will lead to duplication of relevant fees.
7.10 In the event of payment by bill of exchange, the buyer must return it accepted, within 15 days to SA3I who, by default, will be able to protest non-acceptance.
7.10.1 The buyer is perfectly informed that only the transfer of a bank bill allows SA3I to grant them an extension for payment.
7.10.2 SA3I reserves the right to apply articles L511-15 et seq. of the French Commercial Code and to request the payment in the event of the accepted bill not being returned.
7.10.3 The non-payment of a bank draft on its expiration date, leads to forfeiture of the term for all of SA3I’s debts.
8 – GUARANTEE
8.1 Unless otherwise stated in the sales contract, the supplied goods are subjected to a legal 6-month guarantee following the date of provision. This guarantee is strictly limited to the replacement of parts recognised as defective. It covers any design fault and any material defect. The defectiveness could only lead to their simple replacement with no need for compensation.
8.2 The guarantee doesn’t cover the labour fees and travel expenses necessary for the restoration or replacement of the equipment.
8.3 Troubleshooting operations can in no way lead to a guarantee beyond that of the replaced components. The guarantee as defined below, doesn’t cover, in any case, the damage caused by abnormal use of the equipment, an accident that the guaranteed equipment didn’t cause, connection errors made by other actors than SA3I, failure to follow maintenance instructions, electrical and mechanical overload.
8.4 Regarding the equipment defined under “factory warranty”, the equipment’s packaging and return-shipment fees are borne by the buyer. The exchanged equipment is sent to the buyer with prepaid shipment and packaging fees. The guarantee for services is defined as follows:
8.4.1 On-site interventions: Remarking the proper functioning and the disappearance of the defect relieves SA3I from any subsequent responsibility unless otherwise agreed to in writing.
8.4.2 Restoration in a workshop: Complete devices (UPS: Uninterruptible power Supply, Converters, Variators, Chargers): 6-month guarantee on the restoration part following the appraisal in SA3I’s workshops.
8.4.3 Circuit boards, cards, sub-assemblies: 6-month guarantee on the complete circuit board following the appraisal in SA3I’s workshops. It will only lead to proper performance without there being a question of compensation.
9 – JURISDICTION
In the event of a dispute, only the Commercial Court in Créteil has jurisdiction, even in the the case of a guarantee claim or plurality of defendants.