Terms and Conditions

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 communicated in advance by SARL SAM (hereinafter SAM) to any purchaser (hereinafter the "Customer") who requests them in order to enable them to place an order.

The fact that SAM does not invoke any of these GTC at a given time cannot be interpreted as a waiver of its right to invoke said conditions at a later date.

The Terms and Conditions apply on the date of the order for sales of products of any kind (hereinafter referred to as the "Product").

The order placed implies full and unreserved acceptance of SAM's GTC by the Customer, who waives any terms and conditions that they may have stipulated and that have not been accepted by SAM, in particular the Customer's general terms and conditions of purchase.

Unless otherwise stipulated and/or agreed in writing and duly accepted by SAM, the information contained in the Technical Data Sheets, instructions, and price quotes is provided for informational purposes only and 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 raw materials.

2. Orders

To be valid, the order must be placed on a duly completed SAM order form, which must specify in particular the quantity, brand, type, and references of the Products, as well as the agreed price, payment terms, and place and date of delivery or collection.

The order includes exactly and only the Products specified in the order acceptance.

No order shall be valid and the sales contract shall not be deemed to have been formed until 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 in the order in which they are received and to the extent of its availability.

The benefit of the order is personal to the Customer and may not be transferred without SAM's consent.

3. Order modification

SAM offers no guarantee regarding contractual or legal withdrawal rights. An accepted order cannot be canceled or modified without SAM's prior written consent. If the cancellation is accepted, SAM reserves the right to charge the Customer for any costs and expenses incurred.

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

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

4. Delivery

4.1. Terms and conditions

Delivery shall be made in accordance with the order by delivery to a shipper or carrier chosen by SAM.

For exports, the Incoterms are defined by SAM according to the country of destination, departing from "SAM LLC – 22 Route des Bois – 72230 Moncé en Belin," Incoterms ICC 2020.

The Customer is responsible for customs formalities and for paying any customs duties and other taxes related to the entry of the Products into their territory.

4.2. Deadlines

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

Delivery times are indicated as accurately as possible but depend on SAM's supply and availability.

Exceeding delivery deadlines shall not give rise to damages or withholding. In the event of a delivery delay of more than 60 working days, the order may only be canceled by the Customer after formal notice has been given by registered letter with acknowledgment of receipt.

4.3. Risks

The Customer bears the risks, even in the case of agreed carriage paid sales, from the moment of dispatch from SAM's warehouses.

The Products are delivered carriage paid and travel at the Customer's risk, regardless of the mode of transport or the terms of payment for the transport costs. In the event of damage, loss, or missing items, it is the Customer's responsibility to make any reservations or exercise any recourse with the carriers responsible.

5. Reception

Upon receipt of the goods, the Customer must check the quantities and condition of the packages. In the event of a dispute, any reservations must be noted on the delivery note and confirmed to the carrier by registered letter with acknowledgment of receipt—within 48 hours maximum—and the Customer must inform SAM on the same day.

Without prejudice to the measures to be taken with regard to the carrier, complaints about apparent defects or non-conformity of the Product delivered with the Product ordered or the shipping note must be made in writing within 8 days of delivery of the Products.

It shall be the Customer's responsibility to provide proof of the defects or anomalies observed. The Customer shall give SAM every opportunity to verify these defects and remedy them. The Customer shall refrain from intervening itself or involving a third party for this purpose. For Products sold in packages, the weights and measurements at the time of dispatch shall be taken as proof of the quantities delivered.

6. Returns

6.1. Terms and conditions

Any return of Products must be formally agreed between SAM and the Customer. Any Products returned without this agreement will be held at the Customer's disposal and will not give rise to a credit note. The costs and risks of return are always borne by the Customer.

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

Returned goods must be accompanied by a return slip attached to the package and must be in the condition in which SAM delivered them.

6.2. Consequences

In the event of an apparent defect or non-conformity of the Products delivered, duly noted by SAM under the conditions set out above, the Customer may obtain a free replacement or a refund for the Products, at SAM's discretion, to the exclusion of any compensation or damages.

7. Storage

The storage conditions used by the Customer must not alter the quality of the material (weather, heat, cold, etc.) or cause the parts to deform.

8. Warranty

8.1. Scope

The Products are guaranteed against any material or manufacturing defects. The warranty is valid for a period of two (2) years from the date of delivery. Any defect must be reported to SAM by registered letter with acknowledgment of receipt within three (3) days of discovery.

After this period, any claims made by the Customer under this warranty will be inadmissible.

Interventions under the warranty shall not have the effect of extending the duration of the warranty. The warranty is strictly limited to the replacement of Products recognized as defective after the Products have been returned, or to a refund of the purchase price paid, without any other compensation of any kind whatsoever.

Under this warranty, SAM's sole obligation shall be, at its discretion, to replace or repair the Product or component recognized as defective by it free of charge, unless such compensation proves impossible or disproportionate. To benefit from the warranty, any Product must first be submitted to SAM's after-sales service, whose agreement is essential for any replacement. Any shipping costs shall be borne by the Customer, who shall not be entitled to any compensation in the event of immobilization of the goods as a result of the application of the warranty.

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 that is not in accordance with their intended purpose, damage resulting from an accident, external event, unforeseeable circumstances or force majeure, negligence, or lack of supervision or maintenance. Similarly, claims relating to Products that have undergone transformations or modifications after delivery are not admissible.

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

9. Price

Prices are net excluding taxes ex works. Free shipping throughout France—excluding overseas departments and territories—may be granted. It is calculated based on the type of Product and is determined according to the current rates for each Product.

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

Any order with a value of less than €15 will incur a flat-rate charge of €35 to cover administrative costs.

Any discount or benefit granted by SAM to the Customer in connection with an order shall not be considered as acquired and shall not be automatically granted on the next order.

10. Payment

10.1. Terms and conditions

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

Unless otherwise agreed, Products are payable in cash upon confirmation of the quote or when ordering on the website, by credit card or bank transfer, addressed to SAM's registered office, in euros.

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

10.2. Delay or default

In the event of late payment, SAM may suspend all orders in progress, without prejudice to any other course of action.

Any amount not paid by the due date shown on the invoice shall automatically incur penalties equal to three times the legal interest rate from the day following the payment date shown on the invoice. A fixed compensation fee of €40 shall also be payable for collection costs.

These penalties and fees shall be payable upon request by SAM, without the need for a reminder. In the event that the collection costs incurred exceed this fixed amount, SAM reserves the right to request additional compensation upon justification.

In the event of non-payment, 48 hours after a formal notice has remained unsuccessful, the sale will be terminated automatically if SAM deems it appropriate and may request, in 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 previous unpaid orders, whether delivered or in the process of being delivered and whether or not payment is due. In the event of payment by commercial paper, failure to return the paper shall be considered a refusal of acceptance 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 payable, without formal notice.

In all of the above cases, any sums due for other deliveries, or for any other reason, shall become immediately payable if SAM does not opt to cancel the corresponding orders.

Under no circumstances may payments be suspended or subject to any compensation without the prior written consent of SAM. Any partial payment shall first be applied to the non-preferential portion of the debt, then to the sums that are longest outstanding.

10.3. Requirement for guarantees or payment

SAM reserves the right, at any time, depending on the risks involved, to set a limit on each Customer's overdraft and to require certain payment terms or certain guarantees.

This will be the case in particular if a change, or if a transfer, lease, pledge, or contribution of its 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 Products delivered until full payment of the sale price and interest, costs, and incidental expenses. In this regard, any instrument creating an obligation to pay does not constitute payment within the meaning of this provision. Payment shall only be considered to have been made upon actual receipt of the price.

In the event of non-payment by the Customer for the Products on the due date, SAM shall have the option, without losing any of its other rights, to reclaim the Products at the Customer's expense and risk. In addition, SAM may unilaterally and immediately draw up an inventory of the unpaid Products held by the Customer. Any deposit previously paid shall remain the property of SAM as a penalty clause. In the event of transformation of the Products, the Customer hereby transfers to SAM the ownership of the object resulting from such transformation. If the Product was manufactured with other Products not belonging to SAM, the latter shall be entitled to co-ownership of the object thus obtained in proportion to the price of the Product sold.

This clause does not prevent the transfer to the Customer, upon delivery, of the risks of loss or damage to the Products, as well as any damage they may cause, in accordance with Article 5.3 hereof.

This clause is applicable subject to the legal provisions applicable in the Customer's country, who undertakes to inform SAM of any legal obligation related to the retention of title clause. Failure by the Customer to provide this information shall entitle SAM to compensation.

12. Termination clause

Any failure by the Customer to fulfill any of its obligations, any breach of its solvency, any disclosure of a pledge on its entire business assets may result, on the one hand, in the forfeiture of the term and the immediate payability of any sums still due for any reason whatsoever, as well as the suspension of all deliveries and, on the other hand, in the termination of any sale in progress.

The termination shall take effect automatically and without legal formalities, at the end of a period of fifteen (15) days from the date of dispatch of a registered letter with acknowledgment of receipt, which has remained without effect, specifying the unfulfilled obligation.

Furthermore, SAM may retain any sums already paid pursuant to Article 10 above and any damages that may be owed by the Customer in compensation for any loss suffered as a result of the termination.

13. Intellectual Property

No transfer of intellectual property is granted to the Customer. All information of this nature, including all projects, studies, plans, and digitizations provided by SAM, remain its exclusive property.

The names SAM and SAM KIT, all word and figurative marks, and more generally all other marks, illustrations, images, and logos appearing on the Products, their accessories, and their packaging, whether registered or not, are and shall remain the exclusive property of SAM.

The Customer is not authorized to use the name, logo, trademarks, trade names, graphic charter, design, image, patents, drawings or models or any other elements for which SAM holds the rights (collectively, the "Property Rights") in any of its advertisements, communications, publications or other elements for any purpose other than that necessary for the promotion and/or marketing of the Products, without the prior written consent of SAM. The Customer shall not remove, attempt to conceal, deface, cover or alter any SAM trademark or any other trademark, nor add any trademark or other mark to the elements provided by SAM, the Products or the packaging. Neither the Customer nor its agents shall register or use any trademarks that may create a risk of confusion with SAM's Property Rights.

More generally, any total or partial reproduction, 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 conjunction with any other trademark, symbol, logo, and more generally any distinctive sign intended to form a composite logo. The same applies to any copyright, design, model, and patent that are the property of SAM.

The Customer shall refrain from infringing, in any way whatsoever, on SAM's Intellectual and Industrial Property Rights. As such, the Customer shall refrain from copying or reproducing the Product or essential parts of the Product without the express prior consent of SAM, regardless of the process used, without prejudice to SAM's right to exercise its Intellectual and Industrial Property Rights.

All information relating to intellectual property is provided without warranty or liability. SAM shall not be held liable for the use of this information by the Customer.

This information may not be disclosed to third parties and/or used in any way without the prior written consent of SAM.

Any Customer who becomes aware of any infringement of patents, trademarks, or other intellectual property rights held by SAM undertakes to inform 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 for processing their order and issuing invoices, among other things.

This data may be shared with any SAM partners responsible for the execution, processing, management, and payment of orders.

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

In accordance with applicable national and European regulations, the Customer has a permanent right to access, modify, rectify, oppose, transfer, and limit the processing of information concerning them.

This right may be exercised under the conditions and in accordance with the procedures set out on the website (https://sam-kit.fr/).

15. Force majeure

SAM cannot be held liable if the non-performance or delay in the performance of any of its obligations described in these GTC results from a case of force majeure as defined in the Civil Code. In this respect, 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 God, accidents, delays, or other transportation problems.

The party invoking force majeure is required to inform the other party in writing within a reasonable period of time by registered letter with acknowledgment of receipt of the occurrence or cessation of the event or circumstance qualifying as force majeure. In the event of such events, the parties shall endeavor in good faith to take all reasonably possible measures to continue the performance of this order.

Cases of force majeure entitle SAM to cancel orders in progress without giving rise to compensation, apart from the reimbursement of any deposit already paid by the customer.

16. Entry into Force and Term

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

The Contract is concluded for the period necessary for the supply of the Goods and Services, until the expiry of the guarantees and obligations owed by the Seller, with the exception of the provisions set out in Article 13, which shall remain in force for 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. Contract language

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

18. Applicable Law – Jurisdiction

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

In the event of a dispute concerning the interpretation or execution of their agreements, the parties shall seek an amicable agreement before taking any legal action and shall communicate all necessary information to each other for this purpose.

In the absence of an amicable settlement of the dispute within a maximum period of one month, the courts of Le Mans shall have sole jurisdiction in the event of any dispute of any kind or any dispute relating to the formation or execution of the order.

Outside France, the dispute shall be submitted to mediation in accordance with the Mediation Rules of the CMAP (Paris Mediation and Arbitration Center) at the Paris Chamber of Commerce and Industry, to which the Parties declare their adherence.

If mediation fails within a period of three months, renewable once, the most diligent of the parties shall refer the matter to the Commercial Court of Le Mans, which shall have sole jurisdiction even in the event of summary proceedings, incidental claims, multiple defendants or the introduction of third parties, and regardless of the method and terms of payment, without any jurisdiction clauses that may exist in the Customers' documents being able to prevent the application of this clause.