Terms of Sale
1 - Scope and Opposability
The following Terms of Sale (hereinafter referred to as “TOS”) govern the purchases and sales contract made and entered to by and between SteamOne (hereinafter referred to as “The Seller”) and its customers. By the purchasing a product, the customer (hereinafter referred to as “The Customer”) expressly and fully agrees to be bound by these TOS.
Any conflicting provision made by the Customer may not bind the Seller unless the Seller has consented to such provision in writing, regardless of when the Seller is made aware of such provision (particularly in the Customer’s Terms of Purchase).
Should the Seller decide to not take advantage of any provision of these TOS, such decision does not constitute a waiver to take advantage of such provision later.
The Customer agrees to be bound by any future revision to these TOS if he does not reject them expressly within one month of receipt of the first invoice stating these revisions.
2 - Order - Modification and Cancellation
The Customer may order by any means of his choosing: fax, email, phone… These orders will be provisional unless they are confirmed in writing.
To that effect, the Seller shall send an Order Confirmation by mail or email to the Customer. Such confirmation must include the products and their reference number, the quantities to be delivered within the stated tolerance, the price, the expected shipping date as well as the TOS that govern the purchase.
If the Seller made an error in the Confirmation, the Customer must request a new Order Confirmation, which will then be sent by email or mail.
The Customer is deemed to have agreed with the Order Confirmation if he does not reply to it. Orders that are confirmed by the Seller and to which the Customer has not made any opposition may not be cancelled or changed by the Customer, unless after written consent of the Seller. Should the Seller reject the order cancellation or change, he reserves the right to not refund all or part of the payment already made by the Customer.
The order is personal to the Customer and may not be transferred, unless after written consent of the Seller.
3 - Period of delivery
Even though the Seller will provide the period of delivery with as much accuracy as possible, any periods stated, including in the Order Confirmation, shall be solely for information purpose since they depend on the availability of supplies and transportation. As such, the Seller may not be held liable whatsoever for any delay in the delivery, and the purchase may not be cancelled on such ground.
Furthermore, the Seller may send the purchases in separate shipments.
If, one month after the stated date of delivery, the shipment has not been delivered yet because of force majeure, the parties may agree in writing to terminate the sale and the Customer shall be refunded of his payment, to the exclusion of any penalty or liability claim.
Force majeure, which frees the Seller of the performance of the delivery obligation, particularly includes war, riots, fire, transportation accidents and unavailability of supplies. The Seller will notify the Customer of such events at the appropriate time.
In any case, a delivery may occur on time only if the Customer has performed his obligations, particularly the payment of the invoices sent by the Seller.
4 - EX WORKS sales
For any sale under the Ex Works Incoterms rules, the products shall be made available to the forwarding agent of the Customer directly at the warehouse indicated by the Seller.
The Customer shall notify in written the name of the forwarding agent at the time of purchase or at the latest at the receipt of the Order Confirmation, otherwise the Seller may not be held liable for the whereabouts of any shipment, which will be given to any forwarding agent that will claim to act on behalf of the Customer.
The Customer shall collect the products within ten (10) days of the notification that the products are available. Once that period has expired, the Seller may deem that the order has been cancelled and that the customer has terminated the sale unilaterally, pursuant to the provisions of the corresponding article.
5 - Transportation risk - Insurance
Regardless of the TOS or the chosen Incoterm (Incoterm 2000 by the International Chamber of Commerce), and regardless of the retention of title clause, the transportation risks shall be borne by the customer from the moment the shipment leaves the Seller’s warehouse and/or its delivery to the forwarding agent, which shall be responsible for any problem or issue during the transportation.
Furthermore, the Customer shall take out any insurance required by the shipment. Such insurance must cover the loss, theft, total or partial destruction, regardless of the cause of the damage, even in case of force majeure. The Customer agrees to provide a copy of the insurance certificates upon request of the Seller.
Therefore, the Customer may not claim a credit note or a replacement in case of missing, damaged or lost shipment once the shipment has left the warehouses of the Seller or has been made available to the forwarding agent designated by the Customer, or by the Seller if the Customer has failed to designated one, for any product for which the Customer was under the obligation to take out an insurance policy.
6 - Receipt of shipment - Complaints
The Customer shall verify the shipment at the time of delivery before signing the delivery note. In case of issues pertaining to the delivery (loss of shipment, complete or partial destruction, damaged or missing product…), exceptions should be noted in the delivery slip. The Customer shall also confirm his exceptions by certified mail with proof of receipt sent to the transportation company within the required period in order for the insurance company to exercise its subrogation rights.
Without prejudice to any other actions the transportation company or against any other liable third party in order for the insurance company to exercise its subrogation rights, the Customer shall send a written notification of all defects to the Seller within seven days of receipt of the shipment in order to exercise his legal rights, failing which the Customer will be deemed as having waived his rights to any legal action pertaining to these defects.
The Customer shall prove the actuality of any defect or issue. He shall authorize the Seller or any third party appointed by the Seller to verify the defects and correct them. The Customer shall refrain from performing such correction by himself or through any third party.
The Seller shall inform the Customer whether
- the products must be destroyed. In such case, the Seller shall require a certificate of destruction from the proper authorities or from a duly authorized company;
- the products must be returned. In such case, the Seller shall appoint a forwarding agent to which the Customer must return the products, and shall also provide return instructions.
The products shall be returned within seven (7) days of receipt of the Seller’s instructions, in their original packaging and in good condition.
When the sold product are non conforming or have obvious defect, as verified by the Seller in accordance with the aforementioned provisions, the Customer shall benefit from a credit note corresponding to the amount of such product, to the exclusion of any penalty or liability claim.
7 - Return - Effects
No shipment may be returned without written approval of the Seller. Products that are returned without such approval may be rejected by the Seller or, if the Seller chooses so, made available to the Customer, and may not result in any credit note regardless of the cause of the return.
The return fees and risks shall be borne by the Customer except in case of non conforming products or products with an obvious defect.
Provided that the products are returned with a packaging that does not prevent them from being sold again, any Seller-approved return shall result in a credit note given to the Customer once the quality (condition of the goods and of the packaging) and the product of the products have been verified.
8 - Pricing
The products are subject to the applicable pricing at the time of purchase and as indicated in the Order Confirmation. The Customer agrees that he knew the applicable prices before entering the contract. Any price change shall immediately apply to any later purchase.
Any tax or fee that may apply pursuant to the laws of the Customer’s country shall be borne by the Customer.
The Customer has fifteen (15) days from the receipt of the Order Confirmation to dispute it. The Customer is deemed to waive his rights to dispute the Order Confirmation once the 15-days period has expired. In any case, by making the payment, the Customer expressly and fully waives his rights to challenge the Order Confirmation.
9 - Payment
The terms of payment shall be stated in the Order Confirmation sent by the Seller to the Customer. When the date of payment is not stated expressly, the purchase shall be payable in advance starting from the date of receipt of the Order Confirmation. In such case, the Seller shall process the order only after he has received a bank transfer corresponding to the amount of the purchase.
The Customer shall bear any fee required to issue the payment.
Any discount for cash payment shall be deducted from our taxable turnover. Consequently, the amount of taxes that apply to the discount shall be subtracted from the amount of deductible VAT and of any other similar taxes. Our company shall pay the applicable VAT according to these deductions.
Payment is completed by their collection at the payment dates, not by the mere provision of a bill of exchange or a check that materialize an obligation to pay.
Any late payment or failure to pay at the payment date stated in the invoice shall automatically result, and without the need for a formal notice, on a late payment penalty at a rate of 1.5 times the applicable legal rate at the date the penalty is charged (as published in the French Journal Officiel). Such penalty shall apply until the payment is completed.
Failure by the Customer to pay at a payment date stated in the Order Confirmation shall automatically, and without the need for a formal notice, make immediately payable all amounts due by the Customer.
In case of late payment or failure to pay, the Seller may put any order and delivery on hold or require cash payment for these orders and deliveries, without prejudice to any legal rights of the Seller.
In case of late payment or failure to pay 48 hours after an unsuccessful formal notice, the sale shall be automatically terminated if the Seller wishes so. In such case, the Seller may require the Customer to return the product, without prejudice to any legal rights of the Seller.
The Customer shall refund any costs that were borne by the Seller in order to retain the debt and to collect the amount due, including the lawyers’ fee.
The Customer may not put his payments on hold or offset the debt without prior or written consent of the Seller.
10 - Retention of title
The product shall remain the property of the Seller until the payment has been fully completed.
The Customer shall refrain from using the product subject to this retention of title as collateral or guarantee until the payment has been fully completed.
Failure to pay on any of the due dates may result in the termination of the sale, at the Customer’s risk.
Pursuant to the provisions of article 5 of these TOS and regardless of the aforementioned terms, the risk of loss and damage of the products subject to retention of title, as well as the liability for any damage they might bring about, whatever the cause (defect, law infringement, infringement of third-party laws such as trademark or patents…) shall be transferred immediately to the Customer as of the delivery of the product.
Therefore, the Customer shall take out an insurance policy covering the risk arising from the product as of its delivery.
The Customer must store the product delivered by the Seller separately and not mix them with other similar products sold by other suppliers as long as the payment has not been completed.
If the product is not stored separately, the Seller may request to be refunded or take back any one of the product in stock irrespective of itsource.
11 - Applicable law - Jurisdiction - Claims
Any dispute arising from the interpretation and/or the performance of these TOS and/or the orders made to the Seller and the resulting sales shall be governed by the French Law and under the jurisdiction of the Tribunal de Commerce of Paris, even in case of multiple proceedings, multiple parties or third-party complaints, as well as in a provisional panel or in case of “requête” motion.
12 - Final provisions
Should one of the provisions of these TOS be declared void and null, such nullity will not cause these entire TOS to be void and null.