General Terms and Conditions of Sale B2B
GENERAL TERMS AND CONDITIONS OF SALE (FOR THE ATTENTION OF PROFESSIONALS)
Applicable from 1 February 2020
References: LS ALPES - CGV202001B
Definitions:
“Order” : refers to the order placed by the CLIENT via the Site.
“Contract” : refers to the contractual whole formed by these General Terms and Conditions of Sale, the Shopping Cart and the General Terms and Conditions of Use.
“Quote” : refers to the quote provided by the SERVICE PROVIDER to the CLIENT, summarizing all the Products ordered and their cost, as well as various information related to the supply and ordering of the Products (delivery, etc.). Each quote is valid for the period indicated on it.
“Data” means personal data, as defined by law, of the CLIENT and transmitted by the CLIENT to LS ALPES.
“Party(ies)” : refers collectively or individually to LS ALPES and/or the CLIENT.
“Products” refers to the products sold by LS ALPES. LS ALPES may be either the manufacturer of the Products sold (directly or through subcontracting) or a distributor. Therefore, the Products are described and presented by LS ALPES as accurately as possible. In the event of any discrepancy between the Product description and the actual product, LS ALPES cannot be held liable. The Products sold by LS ALPES are primarily described on the Website.
“Site” : refers to the website accessible at the following address: https://www.lasavonnette.com/
General provisions and acceptance of the general terms of service:
1. These general terms and conditions of sale (hereinafter "GTC") are intended to define the terms and conditions under which the company LS ALPES, a single-member simplified joint-stock company with a capital of 7,000 euros, registered with the Annecy trade and companies register under number 880 935 598, whose registered office is Parc d'activités de La Ravoire – Impasse de La Ravoire – 74370 EPAGNY METZ TESSY, represented by its current President, duly authorized for the purposes hereof, (hereinafter "LS ALPES"), sells the Products, as defined in these GTC, to its customers who are professionals in accordance with the provisions of the Consumer Code and the Commercial Code, domiciled in France or abroad (hereinafter "the CUSTOMER").
LS ALPES and the CLIENT are referred to individually as "a Party" and collectively as "the Parties".
2. Should any provision of these General Terms and Conditions be declared null and void, for any reason whatsoever, it shall be deemed unwritten, without affecting the validity of the remaining provisions or rendering them invalid. The Parties agree to replace the null and void provision with a provision that most closely reflects the content of the originally agreed provision and the initial intention of the Parties, in order to maintain the initial balance of their relationship. The same principles shall apply in the event of incomplete provisions.
No tolerance, inaction or inertia on the part of LS ALPES shall be interpreted as a waiver of its rights under the terms and conditions.
3. Any order placed with LS ALPES by the CLIENT implies full and unreserved acceptance of the General Terms and Conditions in effect on the date the order is placed, regardless of any conflicting provisions that may appear in any document issued by the CLIENT. They supersede and replace all previous terms and conditions.
4. LS ALPES reserves the right to modify or adapt these Terms and Conditions at any time. The applicable Terms and Conditions will be those in effect on the date the Order is placed by the CLIENT.
5. The CLIENT acknowledges having read the General Terms and Conditions before placing an Order, having accepted them and having the capacity to contract.
Article 1: Purpose – Contractual Documents
1.1 The purpose of these General Terms and Conditions is to determine the conditions and procedures under which LS ALPES sells and delivers the Products ordered by the CLIENT.
1.2 The Contract is formed by the following contractual documents:
- these Terms and Conditions;
- the quote;
- any amendment concluded between the Parties, it being specified that any amendment between the Parties must be made in writing.
Article 2: Products - Availability
2.1 Product Details
The Products delivered by LS ALPES to the CLIENT are defined in the Quote.
In the event of a standard applicable to the Products delivered, LS ALPES undertakes to comply with these standards.
Furthermore, the CLIENT is informed that certain Products have a limited lifespan, as specified by the manufacturer, even when not in use. The CLIENT agrees not to use or offer the Products as soon as necessary.
These periods are communicated to the CLIENT by LS ALPES, who cannot be held responsible for any related damage in the event of non-replacement by the CLIENT.
LS ALPES cannot under any circumstances be held responsible for any accident resulting from misuse of the Products.
2.2 Preparation of the Quotation:
The details of the price of the Products required for the execution of the Contract are given on the Quote.
The CLIENT acknowledges that the Quote was prepared in collaboration with LS ALPES, who previously explained the various characteristics of the Products to him, in order to meet his request and needs, which the CLIENT acknowledges.
The CLIENT acknowledges that LS ALPES provided him, prior to the conclusion of the Contract, with all the information necessary for a proper understanding of the characteristics of the Products and that these correspond to his needs as expressed to LS ALPES.
Once the quote is signed, the client may no longer modify the agreed-upon products, unless otherwise agreed by LS ALPES, which may necessitate a price adjustment. In such a case, LS ALPES will issue a new quote to the client prior to ordering the new products and/or services. If the client refuses the new quote, the original quote will remain valid.
Orders for raw materials for the production of the Products are placed by LS ALPES with the supplier of its choice, and will be paid for by the latter.
2.3 Conclusion of the Order:
The CLIENT's request is assessed and documented in a Quote issued by LS ALPES. All Quotes issued by LS ALPES are valid for one (1) month, unless otherwise stated on the Quote.
The order based on a quote will only be considered final after acceptance, by any means, by the CLIENT of the quote: acceptance of the quote constitutes acceptance of these General Terms and Conditions, which the CLIENT acknowledges having received prior to signing the quote, where it is specifically stated that these General Terms and Conditions are available for consultation and download on the Site.
LS ALPES may request a deposit from the CLIENT. If the deposit is not paid, LS ALPES may suspend performance of the Contract, without prejudice to the CLIENT, and will not be obligated to deliver the Products. The Contract will remain in force and must be performed by the Parties.
Article 3: Delivery of Products
LS ALPES undertakes to make its best efforts to deliver the Products ordered by the CLIENT within the timeframes specified in the Contract. However, these timeframes are provided for informational purposes only, as delays may occur for reasons beyond LS ALPES' control, such as a manufacturer's failure.
Therefore, LS ALPES cannot be held responsible for any delivery delay linked to a delivery delay from one of its suppliers.
No reasonable delay in the performance of the Services shall entitle the CLIENT to refuse receipt, cancel their Order or claim damages.
Any modification to the initial Contract, subsequent to the validation of the Quote and accepted by both Parties, will automatically result in a postponement of the initially planned delivery date.
The CLIENT releases LS ALPES from any commitment regarding delivery times and cannot claim payment of any compensation, particularly in cases where:
the information to be provided by the CLIENT would not be given in a timely manner;
access to the delivery location was not possible on the scheduled date due to the CLIENT;
the payment terms were allegedly not respected by the CLIENT;
in case of force majeure.
When LS ALPES is responsible for the delivery of the Products, the risk of loss or damage to the Products is transferred to the CLIENT at the time of Delivery.
By way of exception, the risk is transferred to the CLIENT upon delivery of the Products to the carrier when the latter is charged with the transport by the CLIENT and not by LS ALPES.
Article 4: Receipt of Products by the CUSTOMER – Storage of Products
If upon receipt of the Products the CLIENT notices that some Products are missing or damaged, he will contact LS ALPES as soon as possible so that LS ALPES can send him the missing Products or replace the damaged Products as soon as possible.
It is the CLIENT's responsibility to provide proof of the deterioration of a delivered Product and that this deterioration is not attributable to them.
Article 5: Client Obligations
5.1 The CLIENT agrees to cooperate with LS ALPES to enable them to deliver the Products ordered under the best possible conditions.
In this respect, the CLIENT undertakes in particular to facilitate LS ALPES' access to the delivery locations of the Products.
5.2 In the event of termination of the Contract during its term, due to the fault of the CLIENT, the CLIENT shall remain liable for all sums provided for in the Contract.
Article 6: Financial Conditions
6.1 The price of the Products is determined in the Quote. As each order is unique, the price of an order is fixed in a detailed quote issued by LS ALPES. This quote will include a description of the charges (any travel expenses, price of supplies necessary for the delivery of the Products, etc.).
The price is understood to be both excluding and including VAT, the applicable VAT rate being that in force on the day of invoicing.
Payments, deposits, and/or invoices will be settled by the CLIENT with LS ALPES under the conditions specified in the Quote. Otherwise, invoices are payable within thirty (30) days from the invoice date.
Invoices are payable by cash (limit of 1,000 euros), bank transfer or check, however LS ALPES reserves the right to refuse payments by check at its sole discretion.
6.2 Payment terms and deposits: A deposit of 50% of the total price including VAT is required upon signature of the Quote by the CLIENT, unless otherwise stated in the Quote, which shall prevail. This deposit shall under no circumstances be considered a down payment.
If the CLIENT cancels the order after signing the Quote, the deposit paid with the Order will be automatically retained by LS ALPES and will not be refunded to the CLIENT. The CLIENT will also remain liable for all sums stipulated in the Quote.
The balance of the Quote will be payable upon delivery of the Products, unless otherwise specified in the Quote.
6.3 Any failure to pay within the deadlines stipulated in the Quote or on LS ALPES' invoices will result in late payment interest accruing at the legal interest rate, as defined in Article L.441-6 of the French Commercial Code, plus 3 percentage points. This interest will accrue, without prior notice, solely due to the failure to meet the payment deadlines, until full payment of the amount due, in addition to the fixed compensation for recovery costs in commercial transactions provided for in Article L.441-6 of the French Commercial Code and specified by Decree No. 2012-1115 of October 2, 2012, amounting to €40, or any provision that may replace it, as well as additional bank and administrative costs (recovery monitoring, reminder letters and telephone calls, resubmission of rejected bank direct debits), without prejudice to any potential damages.
In addition, all costs related to the delay incurred by LS ALPES will be charged to the CLIENT.
In the event of non-payment, LS ALPES may also decide, as of right, to suspend delivery, without prejudice to any other course of action.
In the event of persistent non-payment, LS ALPES shall have the right, after an unsuccessful formal notice, to terminate the Contract at the exclusive fault of the CLIENT, who shall then remain liable for the full amount of the Contract, in addition to any damages that LS ALPES may claim.
Article 7: Retention of Title
Ownership of the LS ALPES Products will only transfer to the CLIENT upon full payment of the price, regardless of the delivery and installation date. If payment is not received within the timeframe agreed upon by the Parties, LS ALPES reserves the right to reclaim the delivered goods.
Article 8: Responsibilities – Insurance – Force Majeure
8.1 Liability and Warranty
Each Party is responsible for the obligations incumbent upon it under this Contract.
In the context of providing services, LS ALPES undertakes a general obligation of means.
LS ALPES is bound by the warranty against hidden defects under the provisions of Articles 1641 et seq. of the French Civil Code. As the CLIENT is a professional, a hidden defect is defined as a flaw in the Product that renders it unfit for its intended use and that could not have been detected by the CLIENT before use.
In this capacity, he can choose between rescinding the sale or reducing the sale price in accordance with Article 1644 of the Civil Code.
LS ALPES cannot be held responsible for any damage not directly related to the Products delivered (including loss of profit, loss of opportunity, etc.).
In any event, and for whatever reason, the liability of LS ALPES, whatever its origin and/or basis, is strictly limited to an amount equal to the price of the Quote under which LS ALPES performed the Services and/or delivered the Products subject to the commitment of its liability.
LS ALPES cannot under any circumstances be held responsible for damages of any kind, whether material, immaterial or bodily, which may result from the misuse of the Products and in particular concerning their maintenance.
8.2 Insurance
LS ALPES also declares that it is insured, with a competent body, for the delivery of the Products.
8.3 Force majeure
In the event of a force majeure event preventing the execution of the contract, LS ALPES shall inform the CLIENT within fifteen (15) days of the occurrence of this event, by email or by registered letter with acknowledgment of receipt.
Specifically, the following are considered as cases of force majeure or fortuitous events, in addition to those usually recognized by the jurisprudence of French courts and tribunals: total or partial strikes, lockouts, riots, boycotts or other industrial actions or commercial disputes, civil unrest, insurrection, war, severe weather, epidemics, blockages of means of transport or supply for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, legal or regulatory changes to marketing methods, computer failures, telecommunications blockages, including wired or wireless telecommunications networks, and any other event beyond the control of the parties preventing the normal execution of the contractual relationship.
All obligations of the Parties are suspended for the entire duration of the force majeure event, without compensation. If the force majeure event continues for more than three (3) months, the transaction in question may be terminated at the request of LS ALPES or the CLIENT without compensation for either party.
Article 9: Intellectual Property
LS ALPES retains ownership of all intellectual property rights on studies, drawings, models, prototypes, etc., produced (even at the request of the CLIENT) for the purpose of supplying the Products, as well as on the Products and their composition.
The CLIENT therefore prohibits any reproduction or exploitation of said studies, drawings, models and prototypes, Products, etc., without the express, written and prior authorization of LS ALPES which may make it conditional upon a financial consideration.
Article 10: Subcontracting
The CLIENT fully authorizes LS ALPES to subcontract the preparation of the Quote.
Article 11: Information Technology and Freedoms – Protection of Personal Data
In accordance with the applicable legislative and regulatory provisions on the protection of personal data, only natural persons are concerned by this article 12. Therefore, only the personal data of persons in charge of the management or execution of the Contract (hereinafter "the Data Subjects"), when they have transmitted personal data to LS ALPES, are concerned by this article 12.
11.1 General Principles
LS ALPES is the controller of the personal data of the Data Subjects (hereinafter "the Data").
In general, the information that Data Subjects communicate to LS ALPES is intended for authorized LS ALPES staff who are the data controller.
Data concerning the Data Subjects, with the exception of their password, may be transmitted to LS ALPES service providers for the purposes of processing Orders and managing customer relations and commercial prospecting.
No data is sent outside the European Union.
LS ALPES is committed to protecting the privacy of the Data Subjects by ensuring the protection, confidentiality, non-alteration, availability and security of the Data entrusted to it by the Data Subjects.
LS ALPES is committed to respecting the principle of data minimization.
11.2 Processing and legal basis
The Data of the Reference Person is used for the execution of the Contract, marketing management and customer relationship management, sales prospecting and the fight against fraud.
11.3 Right of Data Subjects to object to, rectify, limit and delete personal data
In accordance with the French Data Protection Act of 6 January 1978, as amended, and European Regulation No. 2016/679, known as the General Data Protection Regulation (GDPR), the Data Protection Officer has the following rights:
- access,
- rectification,
- limitation, for legitimate reasons,
- opposition, for legitimate reasons,
- removal
- portability,
relative to all the Data concerning him.
Data Subjects also have the right to formulate specific or general instructions concerning the retention, erasure and communication of their postmortem Data.
In accordance with legal and regulatory provisions, the exercise of these rights requires proof of the identity of the Person Concerned.
The Data Subject may exercise all of these rights by sending their request, accompanied by a signed form of identification:
- by email, to the following address: contact_AT_lasavonnette.com
- by telephone
- by mail to the head office of LS ALPES
11.4 Retention Period for Personal Data
The personal data collected by LS ALPES will be kept by LS ALPES for the periods imposed on it by law in order to meet its legal obligations.
11.5 Data processing method
LS ALPES processes Data of Data Subjects appropriately and takes all appropriate technical and organisational measures to prevent unauthorized access, disclosure, modification or destruction of Data.
Article 12: Personnel
It is expressly understood that the staff of each Party shall in all circumstances remain employees of said Party and shall remain under its full responsibility, authority and hierarchical direction.
It is expressly understood that the staff assigned by LS ALPES perform their duties under its sole direction, control and responsibility.
Furthermore, each Party shall refrain, either for itself or for a company within its group, from approaching and recruiting the employees of the other Party.
Article 13: Commercial Reference
LS ALPES reserves the right to include the CLIENT's name and/or logo on a list of references or a brochure and/or commercial and/or marketing document of any kind, whether in paper or electronic format.
Article 14: Miscellaneous
14.1 Choice of domicile: The Parties elect domicile at their respective addresses stated in the heading above. Any change of domicile and/or registered office must be notified to the other Party by registered letter with acknowledgment of receipt. Failing this, notifications will be validly made to the last known address.
14.2 Notification: All notifications between the Parties pursuant to this Agreement shall be sent to their registered offices. The registered offices of the Parties on the date of signature of this Agreement are indicated at the beginning of this Agreement.
14.3 Entire Agreement: This Agreement constitutes the entire agreement between the Parties. It supersedes all prior agreements between the Parties relating to the same subject matter. Any amendment to this Agreement must be made in writing and duly signed by each Party. The failure of either Party to enforce any provision of this Agreement at any time shall not be construed as a waiver of that Party's right to enforce such provision at a later date.
14.4 Severability: The invalidity of any clause of this Agreement shall not render the entire Agreement invalid. Generally, if one or more provisions of this Agreement are held to be invalid or declared as such pursuant to any law, regulation, or final decision of a competent court, the remaining provisions shall remain in full force and effect. The Parties agree to replace the invalid clause with a clause that most closely reflects the content of the originally agreed clause, taking into account the Parties' initial intent, and in particular to maintain the economic balance of the Agreement. The same principles shall apply in the event of incomplete provisions.
14.5 Waiver: any failure by one of the Parties shall not at any time constitute a waiver by the other Party of the possibility of demanding in the future the performance of the stipulations, obligations or conditions concerned by the failure.
Article 15: Applicable Law
These Terms and Conditions and the transactions arising therefrom are governed by and subject to French law.
These Terms and Conditions are written in French. If they are translated into one or more foreign languages, only the French text shall prevail in the event of a dispute.
Article 16: Disputes
ALL DISPUTES ARISING FROM PURCHASE AND SALE TRANSACTIONS CONCLUDED UNDER THESE GENERAL TERMS AND CONDITIONS OF SALE, CONCERNING THEIR VALIDITY, INTERPRETATION, EXECUTION, TERMINATION, CONSEQUENCES AND SUBSEQUENT EFFECTS, WHICH COULD NOT BE RESOLVED BETWEEN THE SELLER AND THE CUSTOMER, SHALL BE SUBMITTED TO THE COMMERCIAL COURT OF ANNECY, NOTWITHSTANDING MULTIPLE DEFENDANTS AND THIRD-PARTY CLAIMS.
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