GENERAL TERMS OF SALES
The sale of the products of the company SCX DESIGN (hereinafter referred to as "the seller") is governed by these provisions, deemed to be accepted without reservation by the buyer, deemed professional, and are only applicable between the seller and the buyer, unless waived in writing by the seller. They prevail over any general conditions of purchase of the buyer. In case of contradiction of a provision of these conditions with a text of public order, this contradiction will only result in the non-application of the non-compliant provision without affecting the rest of these conditions. In the event that the customer departs from one of these clauses without the express agreement of the seller, the latter may at any time demand its strict application.
Whatever the duration of the tolerance, it can in no case become the new agreement of the parties.
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1. The products presented on the SCX DESIGN website do not constitute a firm and complete offer from the seller. The seller therefore reserves the right to accept or refuse any electronic order.
All orders must be in writing.
2. Any written order, electronically or by fax, must include: The full name, the precise address, the trade and companies register number or that of trades, the buyer's corporate form or, where applicable, a customer identifier in the event of an electronic order, the reference to a possible offer, the quantity either precise or with minimum and/or maximum, the quality, specifying the type, the brand and the reference to a sample provided, the dimension, the presentation, packaging, desired delivery times, place of delivery, delivery terms, price and payment terms. In the event of a production order, and exclusively in this case, the buyer must request that he be provided with all the information that the seller needs to carry out the order. The buyer must indicate this information very precisely on the order form.
II. ORDER CONFIRMATION
These general conditions of sale will be deemed accepted, in the event of an electronic order at the time when the said order is placed, and in any event upon receipt of the goods. For each order, the seller issues an order confirmation which constitutes the contract and binds the parties. For deliveries in France, no dispute by the buyer of the seller's order confirmation will be accepted after a period of three days from the date of issue of the confirmation. For other countries, the deadline is extended to ten days.
a) Preparation time: The preparation time for orders without marking is 24 hours, depending on available stocks, and approximately 4 weeks after confirmation of the proof for orders with marking.
b) Delivery time: The delivery time runs from the date of confirmation of the order. In the absence of specification of the imperative character of the deadline or the delivery date in the order confirmation, this deadline or this date are only given as an indication. Except in the case of willful negligence on the part of the seller, no compensation or damages will be due and may not be claimed for non-respect of the deadline or the delivery date.
c) Impossibility to deliver (definitive, temporary or partial). The seller is released from his obligations by any event beyond his control which prevents or delays the delivery of the goods and which is not attributable to an intentional or gross fault on his part. The seller is required to notify
the buyer of the existence and the reasons for the temporary impediment or the impossibility to deliver if the circumstances do not make this notification impossible. If the impediment is temporary, the performance of the contract is suspended for the duration of this impediment. However, when the duration exceeds 30 days, each party has the right to terminate the contract without compensation. However, if the impediment relates to a delivery that has expired and is part of a contract with staggered deliveries, the possibility of terminating will only apply to said delivery and not to future deliveries. If at the time the impediment occurs, the seller has already manufactured or has manufactured part of the order, the buyer is obliged to take delivery of the quantity manufactured under the conditions provided for
d) Failure to collect or refuse to accept the goods. When the buyer does not collect from the seller, or refuses to accept it, the delivery period having already expired, the seller shall be entitled to place the goods in the warehouse at the buyer's expense and claim reimbursement of transport and storage costs. If the delay in collecting the goods from the seller's stores exceeds the date of availability by two weeks or if the buyer refuses to accept the delivery, the seller shall be entitled to terminate the contract, to proceed with the resale of the goods and to claim from the buyer the payment of the difference between the price initially agreed and the resale price as well as any damage he may have suffered.
e) Delivery margin of the quantities requested: The items in the catalog may undergo slight modifications without prior warning. The seller reserves the right to increase or decrease the quantities of the orders to make them multiples of the inner packaging, with a margin of approximately 3% of the initial order. The quantity of loose packed items may vary slightly.
f) Return of goods sold from stock. Any return of goods can only be done with the agreement of the seller.
Any return of goods accepted by the seller resulting from an error attributable to the buyer will result in the invoicing of transport costs at the current rate, and costs of reconditioning the returned goods (10% of the sale value).
Goods shaped, screen printed or bearing other markings on request are never taken back.
By submitting any brand, model, logo, drawing, image or illustration (hereinafter the "Design") to the seller for the goods shaped, screen printed or bearing other markings on request, the purchaser warrants to the seller to be the owner or hold a license for all related intellectual property rights. The purchaser warrants that the Design does not violate any third-party rights and grants a free license to the seller, with the possibility of sub-licensing, for the purpose of carrying out the order.
No return of goods will be accepted beyond 7 days after the initial delivery date.
Return of products marked by the seller: any error or omission not detected before signing the Marking Compliance document (BAT) is the responsibility of the customer. No returns can be accepted after signing this document.
1. General conditions of marking: The
artworks of the marks that SCX DESIGN produces remain in store. Only artwork sent directly by the customer will be returned upon prior request.
Any delay of more than two days concerning the approval of the photomontage by the customer may cause a modification of the delivery date of this order.
For originals sent by e-mail or CD, we recommend the vector/trace drawing file type, the most suitable formats being (in order of preference): FH, AI, CDR, PDF, EPS. We ask you to convert the texts in vector format to avoid working with typography. ÿ If you only have image type originals, the minimum acceptable resolution is 300 dpi and the best formats (in order of preference): TIF, JPG (quality 12).
Originals sent by fax are not suitable for making artwork. ÿ The originals / artwork sent
on polyester are not suitable for making stencils, an acetate artwork is necessary for this. ÿ Photocopies or marked pieces will not be considered originals. ÿ To avoid possible errors, handwritten texts will not be accepted.
Marking and Costs:
Once marked, no changes or refunds will be permitted. ÿ A variation of +/- 5% increase or reduction
on deliveries of marked merchandise will be accepted. ÿ The fixed cost includes: photocomposition, artwork, exposure of stencils and machine adjustment. ÿ Marking of samples: the article and the marking will be invoiced at the current rate. ÿ For quadrichromy, embroidery, transfer, laser photo, epoxy finish, special labels and vitrifiable screen printing, refer to the price list. ÿ In the case
of several textile orders with the same characteristics of logo, size, colors and fabric, it will be possible to unify them both at the level of fixed costs and at the level of units.
Special packaging can be produced on request, after quotation from the seller and acceptance of the quotation by the buyer.
2. Marking Codes: Marking
codes appear next to the item description.
In the case of references made up of several items (sets), the marking and price code corresponding to each of them must be applied.
Items without a marking code cannot be marked.
The prices of the seller's tariffs, unless otherwise indicated, are exclusive of tax in mainland France. Shipping costs are applied in addition to the price of the goods and the marking.
The prices are given per unit according to the nature of the product, as specified in the price list. The prices appearing on the seller's price lists, deemed received by the buyer, do not constitute a commitment and may be modified without notice.
They are given for information only; only the prices negotiated and agreed in writing between the parties constitute a commitment on both sides. However, in the event of a dispute and in the absence of a written document issued by the seller, the price will prevail. The prices mentioned in the price lists are limited to the quantities available in stock at the seller's upon receipt of the order. A fixed increase, the amount of which is provided for in the seller's price list, will be applied by the latter for certain orders. Any discounts, discounts and rebates are specified on the invoice.
VI. TRANSFER OF RISKS The
goods travel at the risk and peril of the purchaser despite the provisions relating to retention of title, subject of article VIII below. If they are removed from the seller, they are at the risk of the purchaser from the agreed date of their availability in the seller's stores. The same provision applies if the collection is deferred by the buyer. In the event that the seller is responsible for shipping them and even in the event of free sale, the transfer of risk takes place upon loading in the seller's establishments or at the manufacturer's factory on the means of transport chosen by the seller. on behalf of the purchaser.
Reservations and recourse against the carrier (whether in terms of quantity or damage) are the responsibility of the purchaser, who must immediately send the seller, for information, copies of all documents issued in this respect by the acquirer. The purchaser must immediately make reservations and
detailed observations on the delivery documents from the carrier. He must confirm them within the legal deadlines, by registered letter with acknowledgment of receipt within three working days of receipt in France and seven working days for other countries.
1. Deadline, date of payment. Invoices are payable upon receipt, unless specifically agreed between the parties.
The seller reserves the right to adapt the duration of the credit to the purchaser's situation and to make the execution of the orders subject to the provision of guarantees or to payment with the order, or prior to delivery. The change in the legal status of the purchaser and/or the deterioration of his financial situation may automatically result in the immediate payment of debts relating to any goods delivered but not paid for, if the law of the country of reference does not oppose it. not. Unless otherwise agreed by the seller, the usual means of payment in the context of term payment will be by bank transfer or draft.
If payment by drafts sent for acceptance has been agreed, these must be returned accepted to the seller within 48 hours under penalty of application of the provisions of paragraph 3 below.
2. Discount. If the seller grants a discount for cash or advance payment, the terms of this discount will be stated on the invoice. This discount will be deducted from its taxable turnover.
The amount of VAT deductible by the purchaser must therefore be reduced by that relating to the discount.
3. Deposit. Any order for special manufacture of a product out of the catalog will give rise to the payment of a deposit of 30% of the price of the order.
4. Late payment and forfeiture of term.
a) If an invoice that is due is not paid or is only partially paid on the payment date indicated on the invoice, the forfeiture of the term will take place automatically and the seller will then demand: late payment penalties from the day following the settlement date, at a rate equal to one and a half times the legal interest rate; immediate payment of all outstanding invoices; payment before delivery of any order already accepted or already placed or a satisfactory personal and/or real guarantee.
In accordance with articles 441-6 c. com. and D. 441-5 c. com., any late payment automatically entails, in addition to late payment penalties, an obligation for the debtor to pay a fixed indemnity of €40for recovery costs.
Additional compensation may be claimed, on supporting documents, when the recovery costs incurred exceed the amount of the lump sum compensation.
b) If, in the cases listed above, the purchaser does not provide the requested guarantee, the seller may refuse to deliver, terminate the contract and/or the orders in progress, even duly accepted, claim damages and/or exercise its retention of title and the rights relating thereto as stated in Article VIII below.
c) Any payment by the purchaser, regardless of the allocation that the latter may subsequently give him, and even if its amount corresponds exactly to one of the invoices, will be allocated in priority to those of the invoices corresponding to goods already used or resold by the purchaser.
d) Unpaid bills or checks: In case of return of bills for collection, or refused checks, for causes not attributable to the seller, the buyer will be liable for 3% of the nominal price in order to cover the costs of banking incident, with a minimum of 15 euros excluding VAT.
IX. RETENTION OF OWNERSHIP
The seller or his assignees reserve ownership of the goods delivered by him until full payment by the buyer of all sums due or not due, due to the deliveries made.
It is recalled, in this respect, the provisions of article VII4b of these conditions.
a) Non-payments or deterioration of the acquirer's credit.
The seller, owner of the goods transformed or not, may take them back if an invoice that has expired is not paid or in the event of deterioration of the buyer's credit even outside the opening of any collective proceedings.
b) Insurance: The goods delivered by the seller, in stock, at the buyer's, must be treated by him as being on deposit with him and will be validly insured by him, and at his expense, against all risks which would be likely to affect the value of the goods. These risks are borne by the buyer as stated in article V "transfer of risk", and transfer of possession entailing transfer of risk.
c) Action by third parties: The buyer must immediately notify the seller of any measures taken by third parties which could affect or jeopardize the retention of title such as seizures, pledges.
d) Identification of the goods: In the event that the identification of the goods proves impossible, all goods meeting the same specifications and not identified themselves will be deemed to be the seller's goods, up to the amount of the seller's claim. However, for the purpose of facilitating this identification, the buyer or his substitutes are prohibited from removing the distinctive marks of the goods before use.
e) Resale and transformation: The resale and transformation of the goods are prohibited in the event of an amicable settlement procedure or collective procedure or any comparable procedure in the country of the buyer, except with the express agreement of the seller and against immediate payment of the price. goods.
· The transformation of the goods does not transfer their ownership to the buyer. When other products have been used during the transformation of the goods delivered by the seller, the new product becomes the joint property of each of the sellers. The seller's share in this co-ownership will be up to the value of the goods, subject of the retention of title clause.
· In the event of resale of the goods sold or part of them, the corresponding sums will remain pledged to the benefit of the seller in accordance with article 2071 of the Civil Code. The seller will have a direct action on the sale price of the goods in the hands of the seller of any sums that they could remain due to the buyer as a result of being released into the hands of the sub-purchaser by the buyer and while the latter is the subject of a receivership judgment: - any payment made by the sub-purchaser after the date of the receivership judgment and collected "by the debtor the administrator, must be returned to the seller. - any payment remaining to be made by the sub-purchaser for the benefit of the buyer must be paid into the hands of the seller.
If the seller takes back the goods after transformation by the buyer and sells them to a third party, he will receive the price of this sale up to the due amount of the value of the goods, interest from the due date of the invoice, and costs: the surplus, if any, will be paid by the seller to the buyer.
In the event that the retention of title clause is declared extinguished due to the resale of the transformed goods, the buyer assigns to the seller, as security, the claims resulting from the resale of the goods, and this up to the value of the goods, subject of the retention of title. The buyer will notify this assignment of receivables to his own buyer as soon as the seller requests it.
f) Damages – interest: This clause in no way excludes a possible action for rescission of the sale and/or for damages by the seller, intended to compensate for the loss of profit or the prejudice that he may have suffered. This clause is applicable regardless of the buyer's legal situation. It will, if necessary, be limited in its effects by the application of the legislative texts of public order in matters of collective procedure.
X. COMPLAINTS - LIMITATION OF LIABILITY The seller cannot
be sued if the buyer does not strictly comply with the provisions of articles I and II above.
Without prejudice to the provisions of article VII above, and under penalty of inadmissibility, the buyer must notify the seller in writing: - before use of the goods and at the latest within 24 hours of delivery in the event of non- patent conformity of the quantity of goods received with respect to the
order. - before use and at the latest within 10 days of delivery when the goods present apparent defects, or a patent non-conformity of the quality with respect to the order, that is to say if the defect or irregularity can be revealed by a basic check or a superficial examination.
- The seller must be able to analyze the goods, if necessary on site. When a claim is recognized as justified by the seller, the latter takes back the defective goods at his own expense, which must be returned to him by the buyer in good condition, in the original packing and packaging or similar. The seller will replace the goods within the shortest time compatible with its stock or supply possibilities.
When replacement proves impossible, the buyer may claim compensation in the event that, after implementation, the goods prove to be non-compliant with the characteristics guaranteed in the order acceptance or on the delivery note. The finding of a defect in part of the goods cannot justify the total refusal and/or release the buyer from paying the entire delivery on time as well as all sums for which he is a debtor. In any case, any compensation due by
the seller will be limited to the value of the goods recognized as non-compliant. In addition and in accordance with common law, a claim by the buyer on all or part of the goods for any reason whatsoever, if the validity of this claim is not recognized explicitly and in writing by the seller, does not at no time authorizes the buyer to do justice to himself and to withhold payment of all invoices from the seller, whether or not they relate to the dispute.
XI. INFORMATION AND ADVICE
The description of the goods in the seller's catalogs and prices is given for information only. In the event that certain characteristics of the product are considered essential, it would be up to the buyer to have them specified and guaranteed in writing. The seller can only inform or advise the buyer if the latter puts him spontaneously and completely in a position to do so. In the event of the buyer's silence at the time of the order or during the processing of the goods, the buyer, deemed professional, will be considered as sufficiently informed of the characteristics of the goods which he has ordered and processed.
XII. LITIGATION – JURISDICTION
Any dispute or dispute will be settled in the absence of amicable conciliation between the parties, and even in the event of summary proceedings, appeal
in warranty or multiple defendants, by the Commercial Court of Paris (France), unless expressly agreed otherwise. The seller will however have the option, if he so wishes, to seize the courts of the domicile of the buyer. The applicable law is French law, unless the seller opts for the law of the country of the buyer, in particular with regard to the retention of title clause and/or the action for recovery.
SCX design – 44 rue de la Jonquière – 75017 PARIS - FRANCE