Between the buyer hereinafter referred to as the client,
And the selling company hereinafter referred to as the seller,
The following has been agreed upon:
I – OBJECT OF THE CONTRACT
This contract is for the definitive sale of machines and/or accessories and/or consumables, hereinafter referred to under the generic term of equipment.
II – ORDERS
The client acknowledges that the equipment designated on the front of this document is purchased for the needs of their professional activity, as defined by Article L 121-22 4° of the Consumer Code.
An order placed by the client only becomes firm and definitive for the seller after being accepted by the authorized services of its head office. However, this acceptance shall be deemed tacitly given if these services have not notified the client of their refusal within 30 days of receiving the order form.
Nevertheless, any order is firm and definitive for the client.
III – PRICE AND BILLING
3.1. All prices listed in our commercial documentation are understood as Ex Works from the seller’s factory (Sophia-Antipolis).
3.2. Any claim regarding the conformity of the delivered equipment to the ordered equipment or any claim regarding invoicing must be addressed to the seller in writing within ten (10) days from such invoicing. After this 10-day period, the buyer will be deemed to have no grievances against the seller, and no claim will be considered by the seller on these titles.
IV – TERMS OF PAYMENT AND DEFAULT
4.1.1. Equipment and consumables
Full payment for equipment and consumables must be made before the dispatch of the order. No discount will be given for early payment.
4.2.
The deposit paid at the order by the client will remain definitively acquired by the seller in the event the sale could not be completed.
4.3.
If applicable, the search and obtaining of financing is the sole responsibility of the client, even in the case of assistance from the seller in this process.
4.4. Late payment penalties
In the event of late payment compared to the agreed date, the client shall automatically owe a penalty for late payment calculated on the total amount due, by applying an interest rate equal to 3 times (3) the legal interest rate in force on the day the payment should have been made.
4.5.
Default of payment will automatically entail:
1) the exigibility of all claims, in case of granted term, and,
2) the application of a penalty equal to 15% of the amount due as a penal clause.
In case of contentious action, the amount due will also be increased by legal fees and late payment penalties.
4.6. Recovery costs
According to article D441-5 of the Commercial Code, the amount of the flat-rate indemnity due for recovery costs is set at 40 euros.
V – RETENTION OF TITLE CLAUSE
The equipment subject to this contract shall remain the inalienable and unseizable property of the seller until the full price including tax is paid by the client. Until that date, the client undertakes not to dispose of, rent, transform the equipment subject to this contract without the prior consent of the seller, nor to pledge it to their creditors. In the event of seizure by third parties on the equipment subject to the retention of title, the client must, when drafting the seizure report, inform the enforcing bailiff of the retention of title in favor of the seller and immediately inform the seller of the seizure.
The client is prohibited from removing any plate identifying the equipment.
If the client does not comply with the set payment conditions, or if they are subject to a collective settlement procedure before the full payment of the price, the seller reserves the right to take back possession of the equipment at the client’s expense. For this purpose, the seller and its carrier are authorized to enter, during working hours, the client’s establishments and premises where the equipment is located to proceed with its removal. The sums paid by the client until the day of recovery will remain acquired by the seller as damages.
VI – TRANSFER OF RISKS
Notwithstanding the above retention of title clause, risks pass to the client upon delivery of the equipment. The seller, who has not been fully paid at the time of an incident resulting in the loss, deterioration, or destruction of the equipment, may benefit from the retention of title clause and directly receive the insurance indemnity in place of the client who accepts and who shall remain liable for the difference between the amount of the indemnity and the damage suffered by the seller.
VII – DELIVERY
The delivery times mentioned on the quotes, unless otherwise stipulated, are indicative only. The seller’s responsibility cannot be sought in case of delivery delay.
VIII – ADVERTISING
The seller provides the client, with certain equipment, standardized and standardized signage. In this case, these advertising means will be provided to the client following a standard lot determined by the seller and will be billed to the client according to the tariff in force on the day of the request.
IX – BRAND
The client is strictly prohibited, without any possible derogation, from integrating the VIPBOX, PHOTOSHAKER, KIS, or PHOTOMATON brand into their corporate name or commercial denomination, and from using it in their commercial papers, and commits to always clearly maintain the distinction between themselves and the seller. In case of cessation of use of the equipment, the VIPBOX, PHOTOSHAKER, KIS, or PHOTOMATON signage must be immediately removed by the client.
Any delay in the execution of the aforementioned obligation will result in the payment of a fine of 381 euros per day of delay.
X – WARRANTY
The seller grants the client a warranty on the equipment for a period of 12 months from the date of commissioning of the equipment, except for certain equipment which has a warranty period of 24 months and which is subject to a mention in the special conditions of the sale. The warranty covers, on the one hand, the replacement of broken or defective spare parts as recognized by the seller’s technical services, and on the other hand, labor and travel. Only consumable products and parts will be billed to the client.
All parts removed following a replacement become the property of the seller. During the warranty period, the client commits not to modify, disassemble, or move the equipment without the written agreement of the seller.
The equipment will not be covered by the warranty in the following cases:
– an accident, intentional fault, abnormal use of the equipment according to the prescriptions of the technical notice,
– moving of the equipment or intervention by the client or a third party not authorized by the seller,
– an improper power supply for the operation of the equipment.
The seller’s equipment, having been designed to operate with supplies with specific physical and chemical characteristics, the warranty does not apply if the equipment has been used with supplies other than those sold by the seller or approved by him.
XI – MAINTENANCE
The client has the option to subscribe to a maintenance contract with the seller or a third party approved by the seller, effective upon the expiration of the warranty defined in article XI above. This maintenance contract will cover the replacement of spare parts, labor, and travel in accordance with what is stipulated in the general conditions related to it. The client also has the option to request the intervention of the seller or a third party approved by them and to pay for each intervention at the rate in force on the date of their request.
XII
The seller grants no territorial exclusivity to the client. Any forecast study established by the seller on the occasion of this sale is made purely for indicative purposes, whether the data is communicated by the client or results from working hypotheses provided indicatively by a representative of the seller. Therefore, any forecast study cannot be analyzed as constituting any contractual commitment on the part of the seller; the seller grants no guarantee of performance or commercial success to the client, and its responsibility cannot be sought in this respect.
XIII — WASTE ELIMINATION
In accordance with Article 18 of Decree No. 2005-829 of July 20, 2005, relating to the composition of electrical and electronic equipment and the elimination of waste from these equipments, the client ensures, as a user, the removal and treatment of the equipment’s waste in its entirety.
XIV – LIMITATION OF LIABILITY
Except for mandatory legal provisions, the seller will not be responsible for any damage of any nature resulting directly or indirectly from the use or impossibility of using the equipment, in particular:
– the seller will not be responsible for the occurrence of any special, indirect, or incidental damage, such as, in particular, a decrease in production, loss or alteration of data, loss of profits, even if the client has been warned of the possibility of such damages or losses.
– furthermore, the seller will not be responsible in case of loss or destruction of any property, damage, or expenses having a direct or indirect origin in the use, misuse, or inability to use the equipment by the client, either independently or in combination with another product, or in case of any commercial loss of any nature and will in no case be obliged to provide replacement equipment.
In no case shall the contractual liability of the seller as it might be engaged under this contract exceed the amount of the sums paid by the client for the purchase of the equipment.
XV
These general conditions of sale only concern equipment sold and deliverable in mainland France and Corsica.
XVI — ARBITRATION CLAUSE
Notwithstanding any contrary clause appearing in the client’s purchasing conditions or, where applicable, those of the leasing or lessor, disputes that may arise following or in connection with this contract and/or, where applicable, the leasing or financial leasing contract associated with it, will be resolved in Paris by a single arbitrator, in accordance with the rules of the French Arbitration Association to which the parties declare their adherence, both for themselves and for their successors. However, when the seller is the claimant, it will have the option to seize either the single arbitrator as indicated above or the Commercial Court of the location of its head office.
XVII
Any clause contrary to these general conditions of sale, particularly stipulated in the client’s general purchasing conditions, is not enforceable against the seller.
