Conditions générales de vente - CLIENTS PROFESSIONNELS
ARTICLE 1 - SCOPE
These General Terms and Conditions of Sale ("GTCS") apply to all sales of products ("Products") between AIRADIK (RCS n°509 388 179) ("AIRADIK") to all professional customers, i.e. any customer who purchases the Products for the purposes of his professional activity ("Customer(s)").
Any order for Products sent to AIRADIK implies full and unreserved acceptance of the T&Cs in their latest version in force. Any different and/or contrary conditions opposed by the Client shall, in the absence of prior written acceptance by AIRADIK, be unenforceable against the latter, regardless of the time and manner in which they may have been brought to its attention.
ARTICLE 2 - PRODUCTS
The elements provided on the commercial documents, the website (www.perche-lance-telescopique.fr) and/or any other document relating to the Products, provided by AIRADIK and/or any intermediary acting on behalf of AIRADIK have only an informative and indicative value for the Client. The Client is invited to contact AIRADIK to obtain any clarification relating to the characteristics, specifications, dimensions, conditions, terms and limitations of use of the Products, in order to ensure that the Products are suitable for its needs and the environment in which it intends to use them.
ARTICLE 3 - ORDERS
For any order of Products, the Client must first contact AIRADIK's sales department. Any order for Products must be the subject of a quote drawn up by AIRADIK and sent by all written means (including by email) to confirm in particular the nature and quantities of Products ordered, delivery times, prices and payment terms.
The Client must indicate his/her acceptance of the quote, either by signing or by return email, for the order to be taken into account and processed by AIRADIK.
The admissibility and processing of the order by AIRADIK are subject to the material availability of the Products and the payment of the deposit indicated in the quotation, if applicable. Depending on the nature of the order, as well as in the event of a deterioration in the Client's credit (insolvency, previous payment incident, etc.), the admissibility of the order may also be subject to other specific guarantees (full payment at the time of the order, bank guarantee, manager's guarantee, etc.).
In all cases, the order is considered firm and definitive from the acceptance of the quote in accordance with the above-mentioned terms. Consequently, the order can no longer be cancelled or modified by the Client, unless otherwise agreed by AIRADIK.
Any request for modification of a firm and definitive order by the Client is subject to the prior written agreement of AIRADIK and may give rise to an extension of delivery times and additional fees and costs. For any cancellation of a firm and definitive order, AIRADIK may keep any deposits and payments already made by the Client.
ARTICLE 4 - DELIVERY – TRANSFER OF RISKS
As a matter of principle and unless otherwise agreed, the delivery is made directly by AIRADIK or through an independent carrier.
Unless otherwise agreed between the Parties, the delivery of the Products is made in accordance with the Ex-Works Incoterm (EXW – Incoterms 2020). The Client therefore bears the burden of the risks that the Products may suffer or cause from the moment they are made available from AIRADIK's premises.
The delivery times of the Products are determined by AIRADIK according to the nature and volume of the Products ordered, the supply and transport constraints specific to AIRADIK and/or its own suppliers, as well as the period of activity. As the deadlines are communicated for information purposes only, their exceeding may in no way give rise to penalties, damages, price refunds, deductions, compensation and/or cancellations of orders, without verification of the grievance and without justification of the prejudice suffered as a result of the delay in delivery, and in any event in the event of force majeure within the meaning of the Civil Code and the T&Cs. In any event, the timely delivery of the Products can only take place if the Client is up to date with all its obligations towards AIRADIK.
As the deliveries of Products are made in the order of the orders, AIRADIK is authorized to make partial or total deliveries. The delivery of the Products may only be postponed with the prior written consent of AIRADIK. If the Client fails to take delivery of the Products under the agreed conditions, AIRADIK may automatically pass on to the Client all the additional costs and costs related to the rerouting and/or prolonged storage of the Products.
ARTICLE 5 - PRICES AND PAYMENT
The prices of the Products are those in force on the day of the order and are in euros (€), excluding taxes (excl. VAT) and in principle excluding transport costs (unless otherwise agreed). Any taxes, duties, duties or other services to be paid in addition to the price shall be borne by the Client.
Notwithstanding the foregoing, in the event of a significant upward variation in the costs of raw materials, components and other sub-assemblies used for the manufacture of the Products, as well as in the event of an increase in transport costs, between the date of the order and the date of delivery of the Products, AIRADIK may automatically propose to the Client a modification of its prices to take account of these variations. In this case, the Client undertakes to discuss and negotiate in good faith with AIRADIK new prices taking into account the variations concerned.
Except in special cases agreed between the Parties at the time of the quotation, the terms of payment are as follows:
- Cash payment at the time of order.
In all cases, no discount for advance payment is granted.
Under no circumstances may payments be suspended or be subject to any compensation, without the prior written consent of AIRADIK and in any case without demonstration of the damage actually suffered by the Client, in the event of alleged delays in delivery and/or non-conformities.
For any delay in payments, AIRADIK may automatically claim (i) a penalty on the sums due calculated on the basis of the ECB rate increased by 10 percentage points, (ii) a lump sum compensation of €40 for recovery costs, (iii) without prejudice to the right to suspend any order in progress, to require specific payment guarantees for any new order, to make any debts not yet due payable.
ARTICLE 6 - TERMS OF USE
Upon delivery, the Client is required to store the Products in a dry place, protected from frost and humidity. Similarly, the Client is required to keep, handle and use the Products in conditions consistent with their purpose and in scrupulous compliance with all instructions for use and all other instructions for storage, handling, assembly and use.
AIRADIK shall not be held liable for any damage occurring as a result of storage, handling, assembly, or use of the Products contrary to the above-mentioned stipulations, the nature and purpose of the Products.
ARTICLE 7 - CONFORMITY AND WARRANTIES
7.1. Verifications
The condition, absence of apparent defects and conformity in quality and quantity of the Products must be checked by the Client at the time of delivery. To ensure that recourse against the carrier is preserved, the Client is required to communicate its claims, reservations or disputes on the transport note and confirm these by registered letter with the carrier and AIRADIK within 3 days of delivery of the Products.
7.2. Product Compliance
The unreserved signature of the delivery note for the Products by the Client shall constitute pure and simple and unreserved acceptance of the delivery, conformity in quality and quantity of the Products ordered.
In any event, the Client is required to communicate any claims, reservations or disputes concerning the conformity of the Products at the time of receipt of the Products and at the latest by registered letter sent to AIRADIK within 3 working days of receipt of the Products.
7.3. Latent defects
3
Hidden defects must exist at the time of the transfer of risk to be covered. To implement the warranty against latent defects, the Client must exercise its warranty action by sending a registered letter of receipt to AIRADIK within 3 working days of receipt of the Products.
7.4. Defective Products
AIRADIK cannot be held liable on the basis of the liability for defective products provided for in articles 1245 et seq. of the Civil Code, for damage caused to goods that are not used by the victim for his private use or consumption.
7.5. Product Returns
Any return of Products, regardless of the legal basis of the complaint, must be subject to the prior written consent of AIRADIK and is subject to compliance with the rules referred to in articles 7.1 to 7.4 above. AIRADIK reserves the right to carry out any findings and verification of grievances on the spot. The Client must keep the Products in their current state and grant AIRADIK or its agent every facility to carry out the findings and verifications. In the event of a return of Products duly accepted by AIRADIK, the Client retains the custody and risk of the Products until the Products are actually returned to AIRADIK.
In the event of acceptance of the return of the Products, regardless of the legal basis invoked (non-conformity, latent defect, defect, etc.), AIRADIK's liability is strictly limited, at its option, (i) either to the replacement of the Products concerned by identical or similar Products, (ii) or to the issuance of a credit note for the benefit of the Customer, excluding any compensation, damages, consequential damages, deductions and/or penalties of any kind in respect of the returned Products.
7.6. Limitations of Liability
No Product may be the subject of a claim and AIRADIK may not be held liable, regardless of the legal basis (non-conformity, latent defect, defect, etc.): (i) in the event that the strict deadlines referred to in Articles 7.2 and 7.3 are exceeded; (ii) if AIRADIK has not been given the opportunity to control the alleged defect; (iii) if the Products have been stored, assembled, used and/or maintained under conditions contrary to the instructions for the use and maintenance of the Products formulated by AIRADIK. In any case, AIRadik's liability is expressly limited to the total amount excluding tax of the Products in question.
ARTICLE 8 - RETENTION OF TITLE CLAUSE
The transfer of ownership of the Products to the Client will only take place upon full payment of the price, including costs and interest. In the absence of partial or total payment of the price, AIRADIK may take any action pursuant to this retention of title clause. In this case, the Client must return the unpaid Products at its own expense, risk and peril after AIRADIK's request by registered receipt, without prejudice to the latter's right to retain the sums partially paid.
ARTICLE 9 - INTELLECTUAL PROPERTY
All rights (intellectual property rights or not) relating to the shape, design, characteristics, trademark and more generally to any element relating to the design of the Products remain the full and exclusive property of AIRADIK.
The Client shall refrain from designing, manufacturing and/or selling, directly or indirectly, any product that generates a risk of confusion with AIRADIK's Products or infringes the latter's rights.
Article 10 - FORCE MAJEURE
AIRADIK may not be held liable under any circumstances in the event of the occurrence of a force majeure event preventing the performance of its obligations under these T&Cs.
In addition to cases of force majeure within the meaning of the provisions of Article 1218 of the Civil Code and those usually recognized by French case law, the following are expressly considered as cases of force majeure, without this list being exhaustive: wars, riots, epidemics and pandemics, natural disasters, floods, fires on all or part of the premises of AIRADIK or its suppliers, strikes by all or part of AIRADIK's staff or its suppliers, embargoes, governmental and/or legal restrictions, administrative closures of AIRADIK's or its suppliers' establishments ordered by any competent authority, malfunctions in the means of transport and/or communication, temporary or permanent unavailability in the supply of Products, raw materials, components and other sub-assemblies used in the manufacture of the Products.
ARTICLE 11 - APPLICABLE LAW – DISPUTES;
Sales of Products pursuant to these T&Cs are governed by the provisions of French law, to the exclusion of the Vienna Convention of 11 April 1980 on the International Sale of Goods.
Any contractual or extra-contractual dispute relating to these T&Cs shall, in the absence of an amicable settlement, be submitted to the competent courts located within the jurisdiction of AIRADIK's registered office, notwithstanding multiple defendants, incidental claims or summary proceedings.
These General Terms and Conditions of Sale ("GTCS") apply to all sales of products ("Products") between AIRADIK (RCS n°509 388 179) ("AIRADIK") to all professional customers, i.e. any customer who purchases the Products for the purposes of his professional activity ("Customer(s)").
Any order for Products sent to AIRADIK implies full and unreserved acceptance of the T&Cs in their latest version in force. Any different and/or contrary conditions opposed by the Client shall, in the absence of prior written acceptance by AIRADIK, be unenforceable against the latter, regardless of the time and manner in which they may have been brought to its attention.
ARTICLE 2 - PRODUCTS
The elements provided on the commercial documents, the website (www.perche-lance-telescopique.fr) and/or any other document relating to the Products, provided by AIRADIK and/or any intermediary acting on behalf of AIRADIK have only an informative and indicative value for the Client. The Client is invited to contact AIRADIK to obtain any clarification relating to the characteristics, specifications, dimensions, conditions, terms and limitations of use of the Products, in order to ensure that the Products are suitable for its needs and the environment in which it intends to use them.
ARTICLE 3 - ORDERS
For any order of Products, the Client must first contact AIRADIK's sales department. Any order for Products must be the subject of a quote drawn up by AIRADIK and sent by all written means (including by email) to confirm in particular the nature and quantities of Products ordered, delivery times, prices and payment terms.
The Client must indicate his/her acceptance of the quote, either by signing or by return email, for the order to be taken into account and processed by AIRADIK.
The admissibility and processing of the order by AIRADIK are subject to the material availability of the Products and the payment of the deposit indicated in the quotation, if applicable. Depending on the nature of the order, as well as in the event of a deterioration in the Client's credit (insolvency, previous payment incident, etc.), the admissibility of the order may also be subject to other specific guarantees (full payment at the time of the order, bank guarantee, manager's guarantee, etc.).
In all cases, the order is considered firm and definitive from the acceptance of the quote in accordance with the above-mentioned terms. Consequently, the order can no longer be cancelled or modified by the Client, unless otherwise agreed by AIRADIK.
Any request for modification of a firm and definitive order by the Client is subject to the prior written agreement of AIRADIK and may give rise to an extension of delivery times and additional fees and costs. For any cancellation of a firm and definitive order, AIRADIK may keep any deposits and payments already made by the Client.
ARTICLE 4 - DELIVERY – TRANSFER OF RISKS
As a matter of principle and unless otherwise agreed, the delivery is made directly by AIRADIK or through an independent carrier.
Unless otherwise agreed between the Parties, the delivery of the Products is made in accordance with the Ex-Works Incoterm (EXW – Incoterms 2020). The Client therefore bears the burden of the risks that the Products may suffer or cause from the moment they are made available from AIRADIK's premises.
The delivery times of the Products are determined by AIRADIK according to the nature and volume of the Products ordered, the supply and transport constraints specific to AIRADIK and/or its own suppliers, as well as the period of activity. As the deadlines are communicated for information purposes only, their exceeding may in no way give rise to penalties, damages, price refunds, deductions, compensation and/or cancellations of orders, without verification of the grievance and without justification of the prejudice suffered as a result of the delay in delivery, and in any event in the event of force majeure within the meaning of the Civil Code and the T&Cs. In any event, the timely delivery of the Products can only take place if the Client is up to date with all its obligations towards AIRADIK.
As the deliveries of Products are made in the order of the orders, AIRADIK is authorized to make partial or total deliveries. The delivery of the Products may only be postponed with the prior written consent of AIRADIK. If the Client fails to take delivery of the Products under the agreed conditions, AIRADIK may automatically pass on to the Client all the additional costs and costs related to the rerouting and/or prolonged storage of the Products.
ARTICLE 5 - PRICES AND PAYMENT
The prices of the Products are those in force on the day of the order and are in euros (€), excluding taxes (excl. VAT) and in principle excluding transport costs (unless otherwise agreed). Any taxes, duties, duties or other services to be paid in addition to the price shall be borne by the Client.
Notwithstanding the foregoing, in the event of a significant upward variation in the costs of raw materials, components and other sub-assemblies used for the manufacture of the Products, as well as in the event of an increase in transport costs, between the date of the order and the date of delivery of the Products, AIRADIK may automatically propose to the Client a modification of its prices to take account of these variations. In this case, the Client undertakes to discuss and negotiate in good faith with AIRADIK new prices taking into account the variations concerned.
Except in special cases agreed between the Parties at the time of the quotation, the terms of payment are as follows:
- Cash payment at the time of order.
In all cases, no discount for advance payment is granted.
Under no circumstances may payments be suspended or be subject to any compensation, without the prior written consent of AIRADIK and in any case without demonstration of the damage actually suffered by the Client, in the event of alleged delays in delivery and/or non-conformities.
For any delay in payments, AIRADIK may automatically claim (i) a penalty on the sums due calculated on the basis of the ECB rate increased by 10 percentage points, (ii) a lump sum compensation of €40 for recovery costs, (iii) without prejudice to the right to suspend any order in progress, to require specific payment guarantees for any new order, to make any debts not yet due payable.
ARTICLE 6 - TERMS OF USE
Upon delivery, the Client is required to store the Products in a dry place, protected from frost and humidity. Similarly, the Client is required to keep, handle and use the Products in conditions consistent with their purpose and in scrupulous compliance with all instructions for use and all other instructions for storage, handling, assembly and use.
AIRADIK shall not be held liable for any damage occurring as a result of storage, handling, assembly, or use of the Products contrary to the above-mentioned stipulations, the nature and purpose of the Products.
ARTICLE 7 - CONFORMITY AND WARRANTIES
7.1. Verifications
The condition, absence of apparent defects and conformity in quality and quantity of the Products must be checked by the Client at the time of delivery. To ensure that recourse against the carrier is preserved, the Client is required to communicate its claims, reservations or disputes on the transport note and confirm these by registered letter with the carrier and AIRADIK within 3 days of delivery of the Products.
7.2. Product Compliance
The unreserved signature of the delivery note for the Products by the Client shall constitute pure and simple and unreserved acceptance of the delivery, conformity in quality and quantity of the Products ordered.
In any event, the Client is required to communicate any claims, reservations or disputes concerning the conformity of the Products at the time of receipt of the Products and at the latest by registered letter sent to AIRADIK within 3 working days of receipt of the Products.
7.3. Latent defects
3
Hidden defects must exist at the time of the transfer of risk to be covered. To implement the warranty against latent defects, the Client must exercise its warranty action by sending a registered letter of receipt to AIRADIK within 3 working days of receipt of the Products.
7.4. Defective Products
AIRADIK cannot be held liable on the basis of the liability for defective products provided for in articles 1245 et seq. of the Civil Code, for damage caused to goods that are not used by the victim for his private use or consumption.
7.5. Product Returns
Any return of Products, regardless of the legal basis of the complaint, must be subject to the prior written consent of AIRADIK and is subject to compliance with the rules referred to in articles 7.1 to 7.4 above. AIRADIK reserves the right to carry out any findings and verification of grievances on the spot. The Client must keep the Products in their current state and grant AIRADIK or its agent every facility to carry out the findings and verifications. In the event of a return of Products duly accepted by AIRADIK, the Client retains the custody and risk of the Products until the Products are actually returned to AIRADIK.
In the event of acceptance of the return of the Products, regardless of the legal basis invoked (non-conformity, latent defect, defect, etc.), AIRADIK's liability is strictly limited, at its option, (i) either to the replacement of the Products concerned by identical or similar Products, (ii) or to the issuance of a credit note for the benefit of the Customer, excluding any compensation, damages, consequential damages, deductions and/or penalties of any kind in respect of the returned Products.
7.6. Limitations of Liability
No Product may be the subject of a claim and AIRADIK may not be held liable, regardless of the legal basis (non-conformity, latent defect, defect, etc.): (i) in the event that the strict deadlines referred to in Articles 7.2 and 7.3 are exceeded; (ii) if AIRADIK has not been given the opportunity to control the alleged defect; (iii) if the Products have been stored, assembled, used and/or maintained under conditions contrary to the instructions for the use and maintenance of the Products formulated by AIRADIK. In any case, AIRadik's liability is expressly limited to the total amount excluding tax of the Products in question.
ARTICLE 8 - RETENTION OF TITLE CLAUSE
The transfer of ownership of the Products to the Client will only take place upon full payment of the price, including costs and interest. In the absence of partial or total payment of the price, AIRADIK may take any action pursuant to this retention of title clause. In this case, the Client must return the unpaid Products at its own expense, risk and peril after AIRADIK's request by registered receipt, without prejudice to the latter's right to retain the sums partially paid.
ARTICLE 9 - INTELLECTUAL PROPERTY
All rights (intellectual property rights or not) relating to the shape, design, characteristics, trademark and more generally to any element relating to the design of the Products remain the full and exclusive property of AIRADIK.
The Client shall refrain from designing, manufacturing and/or selling, directly or indirectly, any product that generates a risk of confusion with AIRADIK's Products or infringes the latter's rights.
Article 10 - FORCE MAJEURE
AIRADIK may not be held liable under any circumstances in the event of the occurrence of a force majeure event preventing the performance of its obligations under these T&Cs.
In addition to cases of force majeure within the meaning of the provisions of Article 1218 of the Civil Code and those usually recognized by French case law, the following are expressly considered as cases of force majeure, without this list being exhaustive: wars, riots, epidemics and pandemics, natural disasters, floods, fires on all or part of the premises of AIRADIK or its suppliers, strikes by all or part of AIRADIK's staff or its suppliers, embargoes, governmental and/or legal restrictions, administrative closures of AIRADIK's or its suppliers' establishments ordered by any competent authority, malfunctions in the means of transport and/or communication, temporary or permanent unavailability in the supply of Products, raw materials, components and other sub-assemblies used in the manufacture of the Products.
ARTICLE 11 - APPLICABLE LAW – DISPUTES;
Sales of Products pursuant to these T&Cs are governed by the provisions of French law, to the exclusion of the Vienna Convention of 11 April 1980 on the International Sale of Goods.
Any contractual or extra-contractual dispute relating to these T&Cs shall, in the absence of an amicable settlement, be submitted to the competent courts located within the jurisdiction of AIRADIK's registered office, notwithstanding multiple defendants, incidental claims or summary proceedings.
SARL AIRADIK - La Pause - 12380 Saint-Sernin sur Rance
RCS Millau - Siret 509 388 179 00020 - N° de gestion : 2008 B 70144 - TVA intracommunautaire : FR 68509388179
RCS Millau - Siret 509 388 179 00020 - N° de gestion : 2008 B 70144 - TVA intracommunautaire : FR 68509388179