1. Application of the general conditions of sale – Enforceability
The present 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 and beforehand communicated by the SARL SAM (hereafter SAM) to any purchaser (hereafter the “Customer”) who makes the request of it to enable him to place order.
The fact that SAM does not take advantage at a given moment of any of the present GTCs cannot be interpreted as a renunciation to take advantage of the said conditions at a later date.
The Terms and Conditions apply on the day of the order for sales of any kind of product (hereinafter the “Product”).
The order placed implies full and unconditional acceptance of SAM’s General Terms and Conditions by the customer, who waives all conditions that he would have stipulated and which would not have been accepted by SAM, and 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, notices and price quotations are given for information purposes only, and may be modified at any time up to delivery due to changes in economic and/or technical conditions and in particular in the event of an increase in the price of labour, energy or raw materials.
2. Commands
In order to be valid, the order must be made on a duly completed SAM order form which must specify the quantity, the brand, the type, the references of the Products as well as the agreed price, the terms of payment, the place and the date of delivery or collection.
The order includes exactly and only the Products specified in the order acceptance.
All orders are valid and the sales contract is deemed to have been formed only after acceptance of the quotation by the client and acknowledgement of receipt of the order by SAM. However, this acceptance can also result from the sending of the Products to the Customer.
Orders are only final, even when taken through SAM’s representatives or employees, when they have been confirmed by SAM by e-mail.
In case of shortage, SAM will respond to the orders according to their order of arrival and according to its availability.
The benefit of the order is personal to the client and cannot be transferred without the agreement of SAM.
3. Modification of the order
SAM does not guarantee a contractual or legal right of withdrawal. An accepted order cannot be cancelled or modified without SAM’s prior written consent. In case of acceptance of the cancellation, SAM reserves the right to invoice the client for the costs and expenses incurred.
Any modification or cancellation of the order requested by the client can only be taken into consideration if it is received in writing before the shipment of the products and is subject to the agreement of SAM. If SAM does not accept the modification or the resolution, the deposits paid will not be returned.
At any time until delivery, SAM reserves the right to make any changes it deems necessary to its Products and to modify without prior notice the models defined in its prospectuses or catalogs.
4. Delivery
4.1. Terms and conditions
The delivery is carried out in accordance with the order by delivery to a shipper or a carrier chosen by SAM.
For the exports, the incoterms is defined by SAM according to the country of destination, from ” SARL SAM -22 Route des Bois – 72230 Moncé en Belin “, Incoterms ICC 2020.
The Customer is notably responsible for customs formalities, and the possible payment of customs duties and any other taxes related to the entry of the Products into its territory.
4.2. Deadlines
Deliveries are made only according to availability and in the order of arrival of orders. SAM is authorized to make deliveries in whole or in part.
Delivery times are indicated as accurately as possible but are subject to SAM’s supply and availability.
Exceeding the delivery time cannot give rise to damages or withholding. In case of delay in delivery of more than 60 working days, the order can be cancelled by the Customer only after formal notice by registered letter with acknowledgment of receipt.
4.3. Risks
The customer bears the risk, even in the case of an agreed upon sale free of charge, as soon as the goods are shipped from SAM’s warehouse.
The Products are delivered carriage paid and travel at the Customer’s risk, regardless of the mode of transport or the method of payment of the transport price. In the event of damage, loss or shortages, it is the Customer’s responsibility to make any reservations or to exercise any recourse with the carriers responsible.
5. Reception
Upon receipt of the goods, the Customer shall check the quantities and the condition of the packages. In the event of a dispute, the reservations must be indicated on the delivery slip and confirmed to the carrier by registered mail with acknowledgement of receipt – within 48 hours maximum – and the customer must inform SAM the same day.
Without prejudice to the measures to be taken with regard to the carrier, any claims regarding apparent defects or non-conformity of the Product delivered with the Product ordered or with the delivery note must be made in writing within 8 days of the delivery of the Products.
It is up to the Customer to provide any justification as to the reality of the defects or anomalies found. He must allow SAM all the facilities to proceed to the observation of these defects and to remedy them. He will not intervene himself or have a third party intervene for this purpose. For the Products sold in packaged form, the weights and measures at the time of delivery shall be taken as proof of the quantities delivered.
6. Returns
6.1. Terms and conditions
Any return of a product must be formally agreed between SAM and the customer. Any Product returned without this agreement would be held at the disposal of the Customer and would not give rise to the establishment of a credit note. The costs and risks of the return are always at the expense of the Customer.
No return requests will be accepted after 48 hours from the date of delivery.
Returned goods are accompanied by a return slip to be attached to the package and must be in the same condition as when SAM delivered them.
6.2. Consequences
In case of apparent defect or non-conformity of the delivered Products, duly noted by SAM in the conditions provided for above, the Customer will be able to obtain free replacement or reimbursement of the Products at SAM’s choice, excluding any compensation or damages.
7. Storage
The storage conditions by the Customer must not alter the quality of the material (bad weather, heat, cold, etc.) nor cause deformation of the parts.
8. Warranty
8.1. Scope
The Products are guaranteed against any material or manufacturing defect. The warranty is valid for a period of 2 years, starting from the date of delivery. The defect must be reported to SAM by registered letter with acknowledgement of receipt within three (3) days of discovery.
After this period, the Customer’s claims 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 found to be defective after return of the Products or to the refund of the purchase price paid, without any other compensation of any kind.
Under this warranty, SAM’s only obligation shall be, at its option, the free replacement or repair of the Product or of the element recognized as defective by SAM, unless this method of compensation proves impossible or disproportionate. In order to benefit from the warranty, any Product must first be submitted to SAM’s after-sales service, whose approval is required for any replacement. Any shipping costs are at the expense of the Customer who cannot claim any compensation in case of immobilization of the goods due to the application of the guarantee.
8.2. Exclusions
Any guarantee is excluded in case of wear or abnormal use of the Products and in particular in case of use not in conformity with their destination, deterioration resulting from accident, external event, fortuitous event or force majeure, negligence or defect of monitoring or maintenance. Likewise, claims relating to Products that have undergone transformations or modifications subsequent to delivery shall not be admissible.
The Customer may not take advantage of the warranty claim to suspend or defer payments.
9. Awards
Prices are net ex works. A free shipping on the whole French territory – except DOM-TOM – can be granted. It is calculated according to the type of Product and is determined on the basis of the current prices of each Product.
The Products are supplied at the prices in force at the time the order is placed, expressed in euros and taking into account the VAT applicable on the day the order is placed; any change in the rate may be reflected in the price of the Products.
Any order of less than 15 euros will result in the invoicing of a fixed sum of 35 euros to cover administrative costs.
Any discount or advantage granted by SAM to the customer on the occasion of an order cannot be considered as acquired and will not be automatically granted to the following order.
10. Payment
10.1. Terms and conditions
An invoice is established for each delivery and issued at the time of delivery.
Unless otherwise agreed, the Products are payable in cash upon validation of the quotation or upon ordering on the website, by credit card or bank transfer, addressed to SAM’s head office, in Euros.
In the case of deferred or forward payment, payment within the meaning of this article shall not be deemed to be the mere handing over of a payment document implying an obligation to pay, but their settlement on the agreed date.
10.2. Delay or defect
In case of late payment, SAM may suspend all outstanding orders, without prejudice to any other course of action.
Any sum not paid by the due date indicated on the invoice shall automatically entail the application of penalties in an amount equal to three times the legal interest rate. A fixed indemnity of 40 euros is also due for collection costs.
These penalties and fees will be payable upon simple request from SAM, without the need for a reminder. In the event that the collection costs incurred are higher than this fixed amount, SAM reserves the right to request an additional indemnity upon justification.
In the event of non-payment, 48 hours after a formal notice has remained unsuccessful, the sale will be terminated by operation of law if SAM so wishes and may request, in summary proceedings, the return of the Products, without prejudice to any other damages. The cancellation will affect not only the order in question but also all previous unpaid orders, whether delivered or in the process of being delivered and whether or not payment is due. In case of payment by bill of exchange, failure to return the bill of exchange will be considered as a refusal to accept it, which will be considered as a default of payment. Similarly, when payment is made in installments, failure to pay a single installment will result in the entire debt becoming immediately due and payable, without notice of default.
In all the above cases, the sums which would be due for other deliveries, or for any other cause, will become immediately payable if SAM does not opt for the resolution of the corresponding orders.
Under no circumstances may payments be suspended or offset in any way without the prior written consent of SAM. Any partial payment shall be applied first to the non-preferential portion of the claim, and then to the amounts that are oldest in time.
10.3. Requirement of guarantees or settlement
SAM reserves the right, at any time, depending on the risks incurred, to set a ceiling on each client’s overdraft and to require certain payment terms or guarantees.
This will be the case in particular if a modification, or if an assignment, rental, pledging or contribution of its business has an unfavourable effect on the Customer’s credit.
11. Reservation of ownership
In accordance with article 2367 of the Civil Code, SAM expressly reserves the ownership of the delivered Products until full payment of the sale price and interest, costs and accessories. In this respect, any instrument creating an obligation to pay shall not constitute a payment within the meaning of this provision. The payment will be considered made only when the price is actually collected.
In case of non-payment by the Client of the Products on the due date, SAM will have the possibility, without losing any of its other rights, to claim the Products at the Client’s expense and risk. In addition, SAM may unilaterally and immediately make an inventory of the unpaid Products held by the Client. Any deposit previously paid will be retained as a penalty clause. In case of transformation of the Products, the customer already assigns to SAM the ownership of the object resulting from this transformation. If the Product is processed with other Products not belonging to SAM, SAM 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 of the risks of loss or deterioration of the Products as well as the damage they may cause in accordance with article 5.3 hereof.
This clause is applicable subject to the legal provisions applicable in the country of the Customer, who undertakes to inform SAM of any legal obligation related to the retention of title clause. Failure by the client to provide information will entitle SAM to compensation.
12. Resolutory Clause
Any non-performance by the Customer of one of its obligations, any attack on its solvency, any disclosure of a pledge on the totality of its business may lead, on the one hand, to the forfeiture of the term and the immediate payment of the sums still due on any grounds whatsoever, as well as the suspension of all deliveries and, on the other hand, to the cancellation of all sales in progress.
The resolution will intervene by right and without judicial formality, at the end of a period of fifteen (15) days as from the sending of a registered letter with acknowledgement of receipt remained without effect, specifying the unfulfilled obligation.
In addition, SAM will be entitled to withhold the sums already paid in application of article 10 above and any damages that may be due by the Client as compensation for any prejudice 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 and in particular all projects, studies, plans, digitizations given by SAM remain its exclusive property.
The names SAM and SAM KIT, all verbal or figurative trademarks, and more generally all other trademarks, illustrations, images and logos appearing on the Products, their accessories and their packaging, whether registered or not, are and will remain the exclusive property of SAM.
The Client is not authorized to use the name, logo, trademarks, trade names, graphic design, image, patents, drawings or models or any other elements whose rights are held by SAM (together the “Property Rights”) in any of its advertisements, communications, publications or other elements for any use 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, seek to obscure, deface, cover or alter any SAM mark or any other mark or add any mark or other to the items supplied by SAM, the Products or the packaging. Neither the Client nor its agents shall register or use any marks that may be confusing with SAM’s Proprietary 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 mark, symbol, logotype and more generally any distinctive sign intended to form a composite logo. The same applies to all copyrights, drawings, models and patents which are the property of SAM.
The client shall not infringe SAM’s intellectual and industrial property rights in any way whatsoever. In this respect, the customer shall not copy or reproduce the Product or its essential parts 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 intellectual property information is given without warranty or liability. SAM cannot be held responsible for the use of this information by the client.
This information may not be communicated to third parties and/or used in any way whatsoever without prior written authorization from SAM.
The customer who is aware of any infringement of patents, trademarks and other intellectual property rights held by SAM, undertakes to inform SAM immediately by any means.
14. Protection of personal data
In application of the General Data Protection Regulation (RGPD), it is reminded that the personal data requested from the Customer are necessary for the processing of his order and the establishment of invoices, in particular.
This data may be communicated to SAM’s partners in charge of the execution, processing, management and payment of orders.
The processing of the information provided through the website (https://sam-kit.fr/) complies with the legal requirements for the protection of personal data, as the information system used ensures optimum protection of this data.
The Customer has, in accordance with the national and European regulations in force, a permanent right of access, modification, rectification, opposition, portability and limitation of the processing of information concerning him.
This right can be exercised under the conditions and according to the methods defined on the website (https://sam-kit.fr/).
15. Force majeure
SAM cannot be held responsible if the non-execution or the delay in the execution of one of its obligations described in the present GTC is due to a case of force majeure as defined in the Civil Code. As such, force majeure is defined as any external, unforeseeable and irresistible event within the meaning of Article 1218 of the Civil Code. This will include, but is not limited to, strikes, labor unrest, shortages of raw materials, energy, natural disasters, acts of God, accidents, delays or other transportation problems.
The party invoking force majeure is obliged to inform the other party in writing within a reasonable period of time by registered letter with acknowledgement of receipt of the occurrence or cessation of the event or circumstance qualifying as force majeure. In the event of the occurrence of such events, the parties shall use their best efforts in good faith to take all reasonable steps to continue performance of this order.
Cases of force majeure authorize 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 duration
This Agreement shall become effective on the date the sales contract is deemed to be formed in accordance with Article 2.
The Contract is concluded for the duration necessary for the supply of the Goods and Services, until the extinction 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 as long as SAM retains Intellectual and Industrial Property Rights on the names SAM and SAM KIT, the Products, their accessories and their packaging.
17. Language of the contract
This contract is written in French. In the event that it is translated into one or more languages, only the French text is authentic in the event of a dispute.
18. Applicable law – Jurisdiction
These GTC and the sales they govern are subject to the provisions of French law, excluding the Vienna Convention of 11 April 1980.
In the event of a dispute relating to the interpretation or execution of their agreements, the parties will seek, before any litigation, an amicable agreement and will communicate to each other for this purpose all necessary information.
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 a dispute of any kind or of a challenge relating to the formation or execution of the order.
Outside France, the dispute will be submitted to mediation in accordance with the mediation rules of the CMAP (Centre de Médiation et d’Arbitrage de Paris) at the Paris Chamber of Commerce and Industry, to which the Parties declare to adhere.
In case of failure of the mediation within a period of three months, renewable once, the most diligent of the parties will refer the matter to the Commercial Court of Le Mans, which shall have sole jurisdiction even in the event of summary proceedings, incidental application or multiple defendants or third party claims, and regardless of the method and terms of payment, without the jurisdictional clauses that may exist on the Customer’s documents being able to impede the application of this clause.
