Article 1: Scope for Application and Enforceability These Terms and Conditions of Sale (“CGV”) govern all orders and sales contracts between SteamOne (hereinafter, the “Seller”) and SteamOne’ s customers. These Terms & Condition take precedence over the Terms of Purchase, except in the case of Seller’ formal acceptance in writing. Any contrary condition put forth by the buyer will therefore, in the absence of express acceptance, be unenforceable with regard to the seller, regardless of when it may have been brought to his knowledge. Consequently, placing an order implies Customer's (hereinafter, the “Customer”) full and unqualified acceptance of these conditions. The fact that Seller may, at any point, not avail himself of any of these Terms & Conditions shall not be construed as a waiver with respect to future invocation of this condition. Customer acknowledges that he accepts all future changes brought to these Terms & Conditions, unless expressly refused within one month of receiving of the first invoice which includes such changes.
Article 2: Ordering - Changes and Cancellation
Customer places his orders with the Seller using any process of his own choice: fax, email, phone, etc. However, said orders will not be finalized until they have been confirmed in writing. To be valid, an order must, among other things, specify the quantity, type and references of the products sold as well as the agreed price, payment terms, place and date of delivery. To this end, Seller shall systematically send to Customer, by ordinary mail or by email, an Order Confirmation with the products and their reference, the quantities to be delivered based on indicated tolerances, the price, the expected shipping date, as well as the General Terms & Conditions of Sale that Customer agrees to honor. In the event of a data capture error on the part of the Seller, the Customer must request a new Order Confirmation from the Seller, which Seller will then send to Customer by email or ordinary mail. Any absence of response to the Order Confirmation is deemed as constituting acceptance thereof by Customer. Orders regularly confirmed by Seller, to which Customer did not object within a fortnight, are not subject to cancellation or modification by the Customer, except with a written agreement from the Seller. When Seller does not accept an order cancellation or modification, Seller reserves the right not to return all or part of the sums paid by the Customer. Or: Any change or order resolution requested by Customer shall only be considered if it was received in writing before the products were shipped. If the Seller does not accept the change or resolution, down payments will not be returned. After the deadline, after confirmation of the order, the Seller reserves the right to make any changes at any time he deems useful for his products and, without prior notice, to modify the models defined in his prospectuses or catalogues. The Customer’s order is personal, and cannot be transferred without Seller's written consent.
Article 3: Delivery times
All delivery times, including those mentioned in the Order Confirmation, and although determined as accurately as possible by the Seller, are indicative in that they depend on Seller's supply and transportation capabilities. They are not to be construed as a commitment on the part of the Seller, so that exceeding these deadlines may not in any case result in damages, withholding, or cancellation of current orders. Seller is also authorized to make partial deliveries. However if, one month after the indicative delivery date, the Goods in the order have not been delivered for reasons of force majeure, the sale may be resolved by written agreement between the Parties, and Customer will receive reimbursement of the price paid, excluding any penalty or other compensation. Force majeure cases which absolve the Seller of the obligation to deliver include war, rioting, fire, accidents during transportation, impossibility of getting supply. Seller shall keep Customer informed in due course. Whatever the case may be, delivery on time can only occur if Customer is up to date with his own obligations, including settlement of the Seller's invoices.
Article 4: “EX WORKS” Sales
For all "Ex Works" sales as per Incoterm, delivery is performed at the warehouse designated by the Seller, with Goods handed directly to the forwarder designated by the Customer. Customer shall take care to confirm in writing to the Seller the name of the chosen forwarder, when placing the order or at the latest upon receipt of the Order Confirmation, failing which Seller will not be liable for the parcels entrusted to a forwarder claiming to be there on behalf of the Customer. Customer agrees to take delivery within ten (10) days following the notice of availability of the Goods. Once this deadline passed, Seller may consider that the order is cancelled, and the sale unilaterally performed by the Customer, as per conditions for cancellation stipulated in the corresponding article.
Article 5: Transportation Risk - Insurance
Regardless of the terms of sale or the chosen Incoterm (Incoterm 2000 of the International Chamber of Commerce), and notwithstanding the title retention clause, the Goods travel under the responsibility of the carrier from the moment they leave Seller’s warehouses and/or handover to the forwarder responsible for any problem or anomaly occurring during transport. Furthermore, Customer undertakes to take out all insurance relating to the Goods during transport. This insurance must guarantee the risk of loss, theft, total or partial destruction of the products, regardless of the cause of the damage, even if fortuitous or governed by force majeure. Customer undertakes to provide to Seller, at the latter’s first request, a copy of the insurance certificates. Thus, no claim for a credit note or an exchange of Goods missing, damaged or lost after exiting Seller’s Warehouses and/or delivery of Goods to the forwarder designated by the Customer, or by the Seller in the absence of any indication by Customer, may be submitted by Customer to Seller for any Goods for whom Customer bears insurance responsibility. Or: Products travel at the risk and peril of the recipient who is responsible, in case of damage or failure, for making any necessary findings and confirming reservations by extrajudicial act or by registered letter with notice of receipt to be submitted to the carrier within three days of receiving the Goods.
Article 6: Receipt of Goods - Claims
Customer is responsible for verifying the status of the Goods upon order delivery and before signing the delivery slip. Customer must indicate on the delivery slip, in the form of handwritten reservations, all anomalies, if any, relating to the delivery (loss, total or partial destruction, damaged or missing, etc. ...). Customer must also confirm his reservations by registered letter with notice of receipt, sent to the carrier within the required time frame for subrogation by the insurers to his rights. Without prejudice to the arrangements to be made with regard to the carrier and/or other responsible third parties for subrogation by the insurers, the Customer, in order to assert his rights and under penalty of loss of any action relating thereto, must submit in writing a notification about any defects within seven days maximum from when Customer received the Goods. Customer shall be responsible for providing any justification as to the reality of observed defects or anomalies. Customer shall grant Seller, or a third party designated by Seller, every facility for investigating the defects and to remedy them. Customer will refrain from intervening himself or involving a third party for this purpose. Seller will then tell the Customer: - if the Goods must be destroyed: in this case, the Seller will require a certificate of destruction from the competent public authorities or from a properly authorized company. - if the Goods are to be returned to Seller: in this case Seller will specify to Customer which forwarder must be used for returning the Goods and will provide instructions for the return. Goods must be returned within seven (7) days of the Seller's instructions, in their original packaging and in perfect condition. In the event of apparent non-compliance or defects of the delivered Goods formally observed by Seller under the conditions set forth above, Customer will obtain a credit note corresponding to the amount of said Goods, excluding any penalty or other compensation.
Article 7: Return - Consequence
Any return of Goods must be approved in writing by the Seller. Any Goods returned without such an approval may be refused by the Seller or, should Seller choose, may be made available to Customer, without any credit note being issued, regardless of the cause of the return. Except in the case of non-compliant Goods or a visible defect, Customer shall bear the costs and risks of a return. When Seller accepts a return, and provided that the returned Goods are in a condition, including packaging, that will allow them to be sold, Seller will issue a credit note to the Customer, after a quality inspection (to verify that the Goods are in good condition including packaging) and a quantity inspection of the Returned Merchandise.
Article 8: Prices
Products are provided at the price as indicated on the order date, and as indicated on the Order Confirmation, with Customer’s statement that he was aware of the prices before signing the contract. Any change in the price of the Goods shall be immediately applied to any subsequent order. Any tax, levy, duty, or other benefit payable under the regulations of the Customer’s country is the Customer’s responsibility. Customer has 15 days from the receipt of the Order Confirmation to challenge this. After this time, no challenge may be submitted. In any event, payment by Customer of the invoice implies full acceptance thereof, and an express waiver of any challenge to said invoice.
Article 9: Payment
The terms of payment are indicated on the Order Confirmation addressed by the Seller to the Customer. In the absence of information regarding payment deadlines, the order is payable in advance from the date of receipt of the Order Confirmation. Seller will process the order only after receiving a transfer to his bank account corresponding to the value of the order. Customer shall cover all costs relating to the payment being issued by Customer. In the event of a cash payment discount, this will be deducted from our Taxable Turnover, so that the deductible VAT and other taxes of the same nature will be reduced by the amount of these taxes as relating to the discount. Our company pays the taxes on turnover based on these flows. Payment is deemed effective when actually received at maturity, and not by handing over a commercial paper or cheque implying an obligation to pay. Any default or delay in payment by the due date indicated on the invoice shall automatically and without prior notice result in the collection of late payment interest, calculated at a rate equal to 1.5 times the statutory interest rate (published in the Official Gazette) as on the day when late interest is billed. These penalties are applied until full payment is effected. Any default on the settlement date as indicated on the Order Confirmation shall, without prior notice, imply immediate acceleration of the deadline for all the sums owed by the Customer. In the event of a payment delay or default, Seller may suspend all orders and deliveries, or require a cash settlement for these orders, without prejudice to any other avenues of action. In the event of a payment delay or default 48 hours after an unsuccessful formal notice, the sale is terminated as of right by the Seller, who may request the return of his Merchandise without prejudice to any other remedies. Customer must reimburse any costs incurred by the Seller to protect the claim and recover the debt owed, including emoluments for ministerial officers. Under no circumstances can the Customer suspend payments or make compensation without the Seller's prior or written consent. In the case of payment by commercial paper, failure to return the paper shall be considered a refusal of acceptance amounting to a payment default. Likewise, when payment is staggered, non-payment of a single maturity will result in the full debt becoming immediately payable, without notice.
Article 10: Ownership Reserve Clause
Seller retains ownership of the sold Goods until full and effective payment of the principal price and accessories. Until full payment of the price, Customer will not grant a security or pledge on the products subject to ownership or use them as collateral. Failure to pay any of the installments may result in the Goods being resolved at Customer's peril. These conditions do not constitute an obstacle to transfer by Customer, as soon as the Goods are delivered, under the terms of Article 5 of these General Terms & Conditions, of the risk of loss and deterioration of property subject to ownership reserve, as well as the liability for any damage or harm they could cause, regardless of the cause (defects, violations of existing laws and regulations, infringement of the rights of third parties such as trademark rights, patents, etc.). Customer will therefore have to take out insurance guaranteeing the risks relating to the Goods starting from the moment Goods are delivered. Until the price has been paid in full, the Customer must separate the Goods delivered by the Seller, and not mix it with other goods of the same nature from other suppliers. Should Customer not separate these Goods, the Seller may demand reimbursement or take back Goods still in stock regardless of their origin.
Article 11: Competence - ChallengeAny dispute relating to the interpretation and/or execution of these Terms & Conditions and/or orders placed with the Seller and subsequent sales shall be subject to French law and the exclusive jurisdiction of the Commercial Court of PARIS, notwithstanding a plurality of defendants or a guarantee appeal including for emergency proceedings or protective summary procedures or by petition. Or: Any dispute relating to the interpretation and/or execution of these General Terms & Conditions and/or to orders placed with the Seller and subsequent sales, shall be subject to French law and the exclusive jurisdiction of the PARIS Commercial Court. This clause shall apply even in the case of summary proceedings, incidental claim or plurality of defendants or warranty claim, regardless of the method and terms of payment, without the jurisdictional clauses which may be indicated in the buyers’ documents constituting an obstacle to this clause being applied.
Article 12: Final Provisions
If any condition in the provisions of these Terms & Conditions are deemed invalid, this shall not imply the invalidity of all the conditions. Possible Guarantee - Products are guaranteed against any material or manufacturing defect for a period of , from the date of delivery. Interventions under the guarantee shall not result in a prolonged guarantee period. Under this guarantee, Seller's sole obligation shall, according to his choice, the free replacement or repair of the product or item found to be defective by his services, unless this method of compensation proves impossible or disproportionate. To benefit from the guarantee, any product must first be handed over to Seller's after-sales service, whose approval must be given for any replacement. Any potential transportation costs shall be covered by the buyer who will not be able to claim any compensation in the event of the asset being immobilized as a result of the application of the guarantee.