Terms and Conditions of Sale

1. Application of the General Terms and Conditions of Sale – Enforceability

These General Terms and Conditions of Sale (GTC) constitute, in accordance with Article L. 441-6 of the French Commercial Code, the sole basis for commercial negotiations between the parties. They are systematically provided in advance by SARL SAM (hereinafter “SAM”) to any buyer (hereinafter the “Customer”) who requests them, to enable the Customer to place an order.

The fact that SAM does not invoke any of these Terms and Conditions at a given time shall not be construed as a waiver of its right to invoke such terms at a later date.

These Terms and Conditions apply as of the date of the order to sales of products of any kind (hereinafter the “Product”).

By placing an order, the Customer fully and unreservedly agrees to SAM’s General Terms and Conditions of Sale and waives any terms and conditions the Customer may have stipulated that were not accepted by SAM, including, in particular, the Customer’s own general terms and conditions of purchase.

Unless otherwise specified and/or agreed upon in writing and duly accepted by SAM, the information contained in the Technical Data Sheets, brochures, and price quotes is provided for informational purposes only; such information may be modified at any time prior to delivery due to changes in economic and/or technical conditions, particularly in the event of increases in the cost of labor, energy, or the purchase price of raw materials.

2. Orders

To be valid, the order must be placed using a duly completed SAM purchase order form, which must specify, in particular, the quantity, brand, type, and part numbers of the Products, as well as the agreed-upon price, payment terms, and the place and date of delivery or pickup.

The order consists exactly and solely of the Products specified in the order confirmation.

An order is valid and the sales contract is deemed to have been formed only after the customer has accepted the quote and SAM has acknowledged receipt of the order. However, such acceptance may also result from the shipment of the Products to the Customer.

Orders are not final—even when placed through SAM representatives or employees—until they have been confirmed by SAM via email.

In the event of a shortage, SAM will fulfill orders on a first-come, first-served basis, subject to availability.

The benefits of the order are personal to the Customer and may not be transferred without SAM’s consent.

3. Order Changes

SAM offers no guarantee regarding the contractual or statutory right of withdrawal. An accepted order may not be canceled or modified without SAM’s prior written consent. If the cancellation is accepted, SAM reserves the right to bill the Customer for any costs and expenses incurred.

Any change to or cancellation of an order requested by the Customer will be considered only if it is received in writing before the products are shipped and is subject to SAM’s approval. If SAM does not accept the change or cancellation, any deposits paid will not be refunded.

At any time up until delivery, SAM reserves the right to make any changes it deems necessary to its Products and to modify, without prior notice, the models described in its brochures or catalogs.

4. Delivery

4.1. Terms and Conditions

Delivery is made in accordance with the order by handing over the goods to a shipper or carrier selected by SAM.

For exports, the Incoterms are defined by SAM based on the destination country, with shipment originating from “SARL SAM – 22 Route des Bois – 72230 Moncé en Belin,” in accordance with ICC Incoterms 2020.

The Customer is responsible, in particular, for customs formalities and for the payment of any customs duties and other taxes related to the importation of the Products into its territory.

4.2. Deadlines

Deliveries are made only subject to availability and in the order in which orders are received. SAM is authorized to make either full or partial deliveries.

Delivery times are indicated as accurately as possible but are subject to SAM's supply capabilities and product availability.

Delays in delivery shall not give rise to claims for damages or withholding of payment. In the event of a delivery delay exceeding 60 business days, the Customer may cancel the order only after issuing a formal notice by certified mail with return receipt requested.

4.3. Risks

The Customer bears the risk, even in the case of a sale agreed upon on a free-on-board basis, as soon as the goods are shipped from SAM’s warehouses.

The Products are delivered free of shipping charges and are shipped at the Customer’s own risk, regardless of the mode of transportation or the terms of payment for shipping costs. In the event of damage, loss, or missing items, it is the Customer’s responsibility to file any claims or pursue any remedies with the responsible carriers.

5. Receiving

Upon receipt of the goods, the Customer must verify the quantities and condition of the packages. In the event of a dispute, any reservations must be noted on the delivery slip and confirmed to the carrier by registered mail with return receipt—within 48 hours at the latest—and the Customer must notify SAM on the same day.

Without prejudice to any action to be taken against the carrier, claims regarding apparent defects or the non-conformity of the delivered Product with the ordered Product or the packing slip must be submitted in writing within 8 days of delivery of the Products.

It shall be the Customer’s responsibility to provide evidence of the existence of any defects or irregularities found. The Customer must allow SAM every opportunity to verify these defects and to remedy them. The Customer shall refrain from taking any action itself or from engaging a third party for this purpose. For Products sold in packaged form, the weights and measurements at the time of shipment shall serve as proof of the quantities delivered.

6. Returns

6.1. Terms and Conditions

Any return of a Product must be formally agreed upon by SAM and the Customer. Any Product returned without such agreement will be held for the Customer’s disposal and will not result in the issuance of a credit memo. The costs and risks associated with the return are always the responsibility of the Customer.

No return requests will be accepted more than 48 hours after the delivery date.

Returned merchandise must be accompanied by a return slip attached to the package and must be in the same condition as when SAM delivered it.

6.2. Consequences

In the event of an apparent defect or nonconformity in the delivered Products, duly verified by SAM under the conditions set forth above, the Customer may obtain a free replacement or a refund for the Products, at SAM’s discretion, excluding any compensation or damages.

7. Storage

The Customer’s storage conditions must not impair the quality of the material (weather, heat, cold, etc.) or cause the parts to warp.

8. Warranty

8.1. Scope

The Products are warranted against any defect in materials or workmanship. The warranty is valid for a period of 2 years, beginning on the date of delivery. SAM must be notified of any defect by registered letter with acknowledgment of receipt within three (3) days of its discovery.

After this period has elapsed, the Customer’s claims under this warranty will be deemed invalid.

Warranty service shall not extend the term of the warranty. The warranty is strictly limited to the replacement of Products found to be defective after they have been returned, or to a refund of the purchase price paid, without any other compensation of any kind.

Under this warranty, SAM’s sole obligation shall be, at its option, to replace or repair the Product or the component it has determined to be defective free of charge, unless such remedy proves impossible or disproportionate. To qualify for warranty coverage, any Product must first be submitted to SAM’s after-sales service, whose approval is required for any replacement. Any shipping costs shall be borne by the Customer, who shall not be entitled to any compensation in the event that the product is out of service as a result of the warranty claim.

8.2. Exclusions

Any warranty is excluded in the event of wear and tear or abnormal use of the Products, and in particular in the event of use not in accordance with their intended purpose, damage resulting from an accident, an external event, unforeseeable circumstances, or force majeure, negligence, or failure to monitor or maintain the Products. Similarly, claims regarding Products that have undergone alterations or modifications after delivery will not be accepted.

The Customer may not invoke the warranty to suspend or defer its payments.

9. Price

Prices are net, excluding taxes, ex-factory. Free shipping throughout mainland France—excluding the overseas departments and territories—may be offered. It is calculated based on the type of product and determined according to the current rates for each product.

The Products are supplied at the prices in effect at the time the order is placed, expressed in euros and including the VAT applicable on the date of the order; any change in the VAT rate may be reflected in the price of the Products.

Any order totaling less than 15 euros will be subject to a flat fee of 35 euros to cover administrative costs.

Any discount or benefit granted by SAM to the Customer in connection with an order shall not be considered guaranteed and will not be automatically granted for the next order.

10. Payment

10.1. Terms and Conditions

An invoice is issued for each delivery and provided at the time of delivery.

Unless otherwise agreed, payment for the Products is due in full upon approval of the quote or at the time of ordering on the website, by credit card or bank transfer made out to SAM’s corporate headquarters, in euros.

In the case of deferred or installment payments, a payment within the meaning of this article is not the mere delivery of a payment document that entails an obligation to pay, but rather the settlement of such payment on the agreed due date.

10.2. Delay or Default

In the event of a late payment, SAM may suspend all pending orders, without prejudice to any other remedies.

Any amount not paid by the due date indicated on the invoice shall automatically incur penalties equal to three times the statutory interest rate, effective the day following the payment due date stated on said invoice. A flat-rate compensation of 40 euros is also due to cover collection costs.

These penalties and fees will be due upon simple request by SAM, without the need for a reminder. In the event that the collection costs incurred exceed this flat fee, SAM reserves the right to request additional compensation upon presentation of supporting documentation.

In the event of nonpayment, 48 hours after a formal notice has gone unanswered, the sale shall be automatically terminated at SAM’s discretion, and SAM may seek, through summary proceedings, the return of the Products, without prejudice to any other damages. The termination shall apply not only to the order in question but also to all prior unpaid orders, whether they have been delivered or are in the process of being delivered, and regardless of whether payment is due or not. In the event of payment by commercial paper, failure to return the instrument shall be considered a refusal to accept it, equivalent to a failure to pay. Similarly, when payment is made in installments, failure to pay a single installment shall result in the entire debt becoming immediately due and payable, without formal notice.

In any of the foregoing cases, any amounts owed for other deliveries, or for any other reason, shall become immediately due and payable if SAM does not choose to cancel the corresponding orders.

Under no circumstances may payments be suspended or offset in any way without SAM’s prior written consent. Any partial payment shall first be applied to the non-priority portion of the debt, and then to the amounts that have been due the longest.

10.3. Requirement for Security or Payment

SAM reserves the right, at any time and based on the risks involved, to set a credit limit for each Customer and to require certain payment terms or certain guarantees.

This will be the case, in particular, if any modification, transfer, lease, pledge, or contribution of the Customer’s business has an adverse effect on the Customer’s creditworthiness.

11. Retention of Title

In accordance with Article 2367 of the Civil Code, SAM expressly reserves ownership of the delivered Products until full payment of the purchase price, interest, fees, and incidental charges has been made. In this regard, any instrument creating an obligation to pay does not constitute payment within the meaning of this provision. Payment shall not be deemed to have been made until the price has actually been received.

In the event of non-payment by the Customer for the Products by the due date, SAM shall have the right, without forfeiting any of its other rights, to reclaim the Products at the Customer’s expense and risk. Furthermore, SAM may unilaterally and immediately have an inventory taken of the unpaid Products held by the Customer. Any advance payment previously made shall be retained by SAM as a penalty clause. In the event that the Products are processed or transformed, the Customer hereby assigns to SAM ownership of the item resulting from such processing or transformation. If the Product was combined with other Products not belonging to SAM, SAM shall be entitled to co-ownership of the resulting item in proportion to the price of the Product sold.

This provision does not preclude the transfer to the Customer, upon delivery, of the risk of loss or deterioration of the Products, as well as any damage they may cause, in accordance with Section 5.3 hereof.

This clause is subject to the applicable legal provisions in the Customer’s country; the Customer agrees to inform SAM of any legal obligations related to the retention-of-title clause. Failure by the Customer to provide such information shall entitle SAM to compensation.

12. Termination Clause

Any failure by the Customer to fulfill any of its obligations, any impairment of its creditworthiness, or any disclosure of a lien on its entire business may result, on the one hand, in the acceleration of the payment term and the immediate callability of any amounts still owed for any reason whatsoever, as well as the suspension of all deliveries, and, on the other hand, in the termination of any pending sale.

Termination shall take effect automatically and without any judicial proceedings at the end of a period of fifteen (15) days from the date of sending a registered letter with return receipt requested that has gone unanswered, specifying the unfulfilled obligation.

In addition, SAM may withhold any amounts already paid pursuant to Article 10 above, as well as any damages that the Customer may be liable to pay as compensation for any loss suffered as a result of the termination.

13. Intellectual Property

No intellectual property rights are transferred to the Client. All information of this nature—including, in particular, all projects, studies, plans, and digital files provided by SAM—remains the exclusive property of SAM.

The names “SAM” and “SAM KIT,” all word and design trademarks, and, more generally, all other trademarks, illustrations, images, and logos appearing on the Products, their accessories, and their packaging—whether registered or unregistered—are and will remain the exclusive property of SAM.

The Customer is not authorized to use the name, logo, trademarks, trade names, graphic guidelines, designs, images, patents, designs, or any other elements for which SAM holds the rights (collectively, the “Proprietary Rights”) in any of its advertisements, communications, publications, or other materials for any purpose other than that necessary for the promotion and/or marketing of the Products, without SAM’s prior written consent. The Customer must not remove, attempt to obscure, deface, cover, or alter any SAM trademark or any other trademark, nor add any trademark or other mark to the materials provided by SAM, the Products, or the packaging. Neither the Customer nor its agents shall register or use any trademarks that could create a risk of confusion with SAM’s Proprietary Rights.

More generally, any reproduction, in whole or in part, modification, or use of these trademarks, illustrations, images, and logos, for any reason and on any medium whatsoever, without the express prior consent of SAM, is strictly prohibited. The same applies to any combination or use in conjunction with any other trademark, symbol, logo, or, more generally, any distinctive sign intended to form a composite logo. The same applies to any copyright, design, model, or patent owned by SAM.

The Customer shall not infringe, in any way whatsoever, upon SAM’s Intellectual and Industrial Property Rights. Accordingly, the Customer shall, in particular, refrain from copying or reproducing the Product or any essential parts thereof without SAM’s express prior consent, regardless of the method used, without prejudice to SAM’s right to exercise its Intellectual and Industrial Property rights.

All information regarding intellectual property is provided without warranty or liability. SAM shall not be held liable for the Customer’s use of this information.

This information may not be disclosed to third parties and/or used in any way without SAM's prior written authorization.

If the Customer becomes aware of any infringement of patents, trademarks, or other intellectual property rights held by SAM, the Customer agrees to notify SAM immediately by any means.

14. Protection of Personal Data

In accordance with the General Data Protection Regulation (GDPR), please note that the personal data requested from the Customer is necessary, in particular, for processing the Customer’s order and issuing invoices.

This information may be shared with SAM’s partners, if any, who are responsible for fulfilling, processing, managing, and paying for orders.

The processing of information provided through the website (https://sam-kit.fr/) complies with legal requirements regarding the protection of personal data; the information system used ensures optimal protection of this data.

In accordance with applicable national and European regulations, the Customer has the right to access, modify, correct, object to, request the portability of, and restrict the processing of information concerning him or her at any time.

This right may be exercised under the terms and conditions set forth on the website (https://sam-kit.fr/).

15. Force Majeure

SAM shall not be held liable if the failure to perform or any delay in performing any of its obligations set forth in these Terms and Conditions results from a force majeure event as defined in the Civil Code. In this context, force majeure refers to any external, unforeseeable, and unavoidable event within the meaning of Article 1218 of the Civil Code. This includes, but is not limited to, strikes, social unrest, shortages of raw materials or energy, natural disasters, acts of government, accidents, delays, or other transportation issues.

The party invoking force majeure is required to notify the other party in writing within a reasonable time by certified mail with return receipt requested of the occurrence or cessation of the event or circumstance that constitutes force majeure. In the event of such occurrences, the parties shall endeavor in good faith to take all reasonably possible measures to continue the performance of this order.

In cases of force majeure, SAM is authorized to cancel pending orders without liability for compensation, other than the refund of any deposit already paid by the customer.

16. Effective Date and Term

This Agreement shall take effect on the date on which the sales contract is deemed to have been formed in accordance with Article 2.

The Contract is entered into for the period necessary to supply the Goods and Services, until the Seller’s warranties and obligations have expired, with the exception of the provisions set forth in Article 13, which shall remain in effect as long as SAM retains Intellectual and Industrial Property Rights over the names “SAM” and “SAM KIT,” the Products, their accessories, and their packaging.

17. Language of the Contract

This contract is written in French. If it is translated into one or more other languages, only the French text shall be deemed authentic in the event of a dispute.

18. Governing Law – Jurisdiction

These Terms and Conditions of Sale, as well as the sales they govern, are subject to the provisions of French law, excluding the Vienna Convention of April 11, 1980.

In the event of a dispute regarding the interpretation or performance of their agreements, the parties shall, before taking any legal action, seek an amicable resolution and shall provide each other with all necessary information for that purpose.

If the dispute cannot be settled amicably within a maximum of one month, the courts of Le Mans shall have exclusive jurisdiction over any dispute of any kind or any dispute relating to the placement or fulfillment of the order.

Outside of France, any dispute shall be submitted to mediation in accordance with the Mediation Rules of the CMAP (Paris Mediation and Arbitration Center) affiliated with the Paris Chamber of Commerce and Industry, to which the Parties hereby agree to adhere.

If mediation fails within three months—a period that may be extended once— the more diligent of the parties shall bring the matter before the Commercial Court of Le Mans, which shall have exclusive jurisdiction even in the event of summary proceedings, incidental claims, multiple defendants, or third-party claims, and regardless of the method and terms of payment; any jurisdiction clauses that may appear in the Clients’ documents shall not preclude the application of this clause.