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General Sales Conditions SOPHIA ELECTRONICS
1.1. The following General Terms of Sale exclusively govern the contractual relations between Sophia Electronics SARL, hereinafter referred to as the Company, and its Clients. They override any General Terms of Purchase of the Client and, more generally, any documents issued by the Client.
1.2. All and any orders placed by the Client with The Company automatically implies the Client's unconditional acceptance of all the provisions contained in the present General Terms of Sale. Should the Client not accept such terms, no order can be placed.
1.3. All orders are deemed to have been placed in direct relation with the professional activities of The Client. However, The Company reserves the right to sell its products and services to private individuals for personal use.
1.4. Information contained in The Company's catalogues and featured on its various internet communication platforms (electronic documentation, website, newsletter, management announcements, advertising announcements and documents) is as accurate as possible. However, such information is purely indicative in nature and can be modified at any time without forewarning. The photographs illustrating the products featured on the website shall not (i) bind upon the Company, and (ii) be part of the contractual relation between the Company and any of its Client. Under no circumstances shall the Company accept responsibility for any errors or alterations caused by the processing of those photographs. It is hereby stipulated that the Company shall in no manner be bound by the indication/information of "actual availability of stock", regarding the Company's products, obtained by the Client by any means possible. Under no circumstances shall the Company's liability be incurred for the actual lack or absence of availability of the stock especially when the Client was informed or obtained an indication to the contrary.
1.5. Prior to placing an order, it is the responsibility of The Client to make a detailed analysis of its needs and objectives. If the Client does not have the expertise required to carry out such an analysis, it is its responsibility to consult a qualified and specialised consultant of its exclusive choice to provide advice in the matter. Under no circumstances will The Company accept responsibility if the goods ordered do not correspond to the specific needs of The Client.
2. Legal notice
2.1. Sophia Electronics SARL, a company governed under the laws of France, with a registered share capital of €20,000, having its registered office located at 7 place Marious AUZIAS 06410 BIOT FRANCE, registered with the Antibes Registry of Trade and Companies under registration number 501 403 395.
3.1. Orders are placed by telephone, by internet (e-mail) via The Client's website, by fax or by regular mail by means of a purchase order.
3.2. All signed purchase orders constitute an irrevocable legally binding commitment upon The Client, which cannot be rescinded.
3.3. All orders placed by telephone are also final and binding, both parties having given their consent.
3.4. Should the Client cancel an order, either partially or totally, after such order has been accepted and at the latest upon the date of delivery of the goods in question, the Client will still be bound to pay the corresponding invoice issued by the Company.
3.5. The Client will receive an acknowledgement of receipt or a pro forma invoice containing all requisite contractual information (products ordered, general terms of sale, prices, lead times, forwarding charges, etc.) confirming the order.
3.6. The electronic registers, held in conditions of reasonable security in The Company's IT databases, will be considered proof of all transactions, orders and payments between the parties. Purchase orders and invoices are archived on a reliable, durable and unfalsifiable platform and will have probative force. These data will be made available to The Client on request.
4. Prices & invoicing
4.1. Prices are expressed in Euros, US Dollars or currencies that are internationally recognised and accepted by the parties. Unless otherwise stated, all prices are ex-VAT.
4.2. If the Client is based in the European Union but does not supply an EU VAT number, VAT is included in the invoice issued by The Company in line with the fiscal provisions in force on the date of issue of the invoice.
4.3. The price guaranteed to the buying Client is the price indicated on the website or on the documents exchanged when the order is placed. The Company retains the right to modify its prices at any time. Prices do not include delivery costs, which will be listed separately and indicated on the order confirmation document and on the invoice, nor do they include any other additional costs (special packaging, WEEE environmental contributions).
4.4. The Client undertakes to pay the price stipulated for the ordered product as well as any additional costs (transport, packaging, etc.). Furthermore, it is the responsibility of The Client to pay customs duties, VAT and other taxes levied in the country from/to which the products are imported/exported on behalf of the "forwarding agent" or carrier.
4.5. Invoices are presented to the Client upon the date of delivery of the goods.
4.6. No disputes or claims regarding invoices issued by the Company to The Client may be examined by The Company unless they are received in writing within eight (8) days of the delivery corresponding to the invoice under dispute and unless they are based on objective facts.
5. Terms of payment
5.1. The Company accepts the following methods of payment:
From clients established and having a delivery address in Metropolitan France ("France Métropolitaine"):
- By secure Paypal system
- By bank transfer
- By cheque
From clients established and having a delivery address outside Metropolitan France ("France Métropolitaine"):
- By secure Paypal system.
- By bank transfer.
5.2. Except in specific circumstances, invoices shall be paid in full upon the date on which the order was placed. Late payment Interest shall be automatically applied in the absence of payment on the agreed upon date.
In the case of late payment, the Client shall be liable for additional late payment interest amounting to one point above the interest rates defined by the Banque de France ; the late payment interest will be applied as of the day following the date on which payment should have been received; no formal notice is required or will be given in that regard.
5.3. Under no circumstances may the payment be affected by any sum owed by the Company to the Client.
6. Delivery - Transport - Risk transfer - Incoterms
6.1. Deliveries are freight collect.
6.2. Delivery times are indicative; the non-observance of delivery times does not, under any circumstances, imply that the Company is liable to any penalty whatsoever, nor does it imply that the order in question may be cancelled.
6.3. The delivery address will be the address indicated by the Client when the order is placed.
6.4. In case of stock shortage or absence of availability of the ordered item, the Company shall inform the Client at the earliest opportunity and notify the latter, where applicable, of the date on which the item will be available.
6.5. The carrier's delivery slip, signed by the Client, will constitute proof in the matter of transport and delivery.
6.6. On delivery, it is the responsibility of the Client to carry out compliance and quality tests on the delivered goods prior to any production work being started. Such tests shall consist in verifying the quantity, the quality, the weight and dimensions of the goods, as well as the contents, their compliance with the order, and the state in which they have been delivered. If the Client notices any anomalies, it shall provide detailed and dated written descriptions of the defects within three (3) days of the delivery, under penalty of foreclosure. These reserves shall be confirmed by the carrier by registered letter with acknowledgement of receipt within three (3) working days following the delivery of the items. The order number must appear in the registered letter. A copy of the letter will be sent to The Company on the same day, indicating the name of the Client, the invoice details, and the order number. If no reserves are expressed, the delivery will be deemed complete and in compliance with the order.
6.7. The Client shall keep the packaging and delivery slip. In case of any error regarding the product, but only after The Company has given its consent to it, The Client will be able, at its own cost, to return the product(s) in question within seven (7) days of their (or its) delivery provided that (i) it (or they) has (or have) not been used, and (ii) they are presented in their original packaging, and (iii) they are accompanied by their original documentation.
7. Reservation of title
The Company retains ownership over the ordered products until such time as said products are entirely and definitively paid for. Every order is accompanied by a reservation of title clause. In case of non-payment of ordered products by the Client, the Company reserves the right to either reclaim said ordered products or the price of those products. The Client undertakes to return all unpaid for products as well as to reimburse all costs for which it is liable upon first request made by the Company.
8.1. The Client recognises the fact that it is a professional "Sophisticated User". It declares that it has acquired the products described in its order knowingly and declares itself thoroughly informed about the products' normal usage and purpose.
8.2. The guarantees covering the goods/products sold by the Company are the guarantees provided by the manufacturers of those goods, and those guarantees only. The Company grants The Client an extension of the manufacturers' guarantees covering the delivered products.
8.3. Regarding the implementation of the guarantees, The Client - once The Company has given its consent to it - will return the product(s) to the Company at its own cost along with the corresponding original invoice. The item(s) will be replaced by an identical product, with delivery costs borne by The Company, except in case of stock shortage or if the original item(s) has been deleted from the Company's product range. In such cases the Company will reimburse the price of the product(s) to the Client.
8.4. All guarantees become invalid:
- If the product has been adapted using a special assembly technique, abnormal or otherwise, except when that adaptation or special assembly technique has been expressly indicated in the order and approved by the Company.
- If the product covered by the guarantees has been dismantled, modified or repaired by a third party.
- If the damage to the product results from incorrect use through negligence, clumsiness or inexperience.
- If the damage results from wear and tear caused by lack of maintenance or lubrication.
- If the damage results from a use of the product which does not conform to its purpose, or when the security margins governing the product's use are not properly respected.
9.1. Should the Company's liability be incurred as a result of any material or intangible damage suffered by the Client and stemming either from defective and/or non-compliant delivered goods or from the damaging performance of the associated services, this liability shall always be limited, in any case, to (i) the reimbursement to the Client of the pre-tax price invoiced to the latter as a result of the sale of goods and/or the provision of associated services, at the origin of the damage(s) suffered by the Client, or (ii) the replacement by the Company of the goods which are considered to be defective and/or non-compliant according to an expert's report established in accordance with the adversarial principle. In such cases, labour costs will be borne by The Client.
9.2. The Client may not claim any other compensation except in case of fraud committed by the Company.
9.3. The Company is not responsible for the repair of any damage either directly or indirectly incurred by the Client, including tarnishment or loss of brand image, commercial loss, loss of profits, and financial expenses incurred in relation to the carrying out of the order. Consequently, damages and interests paid by the Company shall under no circumstances exceed the cost of reimbursement or replacement of the equipment/products in question.
9.4. The provisions of the present article 9 are also applicable to defective products as defined in Articles 1386-1 and onwards of the French Civil Code.
10. Suspension - Resolution
10.1. Should the Client fail to perform one of its contractual obligations, especially (but not limited to) in case of total or partial failure to meet the payment deadline, the Company reserves the right, without prior notice, to (i) suspend delivery of the product(s) that has been or is in the process of being ordered, and/or (ii) suspend the performance of its obligations, without penalty, and without prejudice to the exercise of any subsequent rights of recourse.
10.2. Furthermore, if the Client fails to respond to a formal notice delivered by registered mail and accompanied by a request for acknowledgement of receipt within forty-eight (48) hours of the sending of said notice, all contractual agreements entered into with the Client may be cancelled ipso jure with no compensation paid to the Client by the Company, which shall have the right to request, especially (but not limited to) by means of a motion for summary judgment, that the product(s) be returned.
10.3. In all of the above-mentioned cases, and when the Company does not opt for the termination of the agreements, the money owed to the Company will become payable immediately and the Client shall return all unpaid for product(s) without further delay.
10.4. The fact that the Company does not act upon a contractual default by the Client in no manner implies that it will not do so at a future date.
11. Specific conditions regarding sales to private individuals having their residence in mainland France (including Corsica)
11.1. Notwithstanding the General Terms of Sale set out in the present document and in conformity with Article L.121-16 of the French Consumer Code, when the Client is a "consumer" in accordance with the definition provided in the French Consumer Code, the Client has a right of withdrawal, as of the date on which the product(s) was delivered, during a seven-day cooling off period during which the latter may return the product(s) and demand reimbursement at no charge other than the initial delivery costs and the costs of returning the product(s).
11.2. In this case, the Client shall write to the Company at the address indicated in Paragraph 2.1. The Company will then provide The Client with a returns number. The Client's particular attention is drawn to the fact that any returns made without having first requested a returns number and obtained the agreement of the Company will be rejected.
11.3. In compliance with the provisions of Law No. 78-17 of January 6, 1978, the Client has the right to access, rectify, or delete personal data. The Client also has the right to lodge an objection with the Company, at its registered office, concerning the use of such data, provided that such complaints are based upon legitimate grounds. Data is used for commercial purposes within the framework of the Company's professional activities in order to manage and recover accounts receivable. Data may be forwarded to contracting entities having a direct or indirect shareholder relationship with the Company in view of the performance of the contract or contracts in question.
12. Applicable law and jurisdiction
12.1. The General Terms of Sale are governed in their entirety by the Vienna Convention of April 11, 1980, as well as by French law.
12.2. By express agreement, all disputes relating to the interpretation or performance of the General Terms of Sale and of sales governed by them, as well as all disputes arising from relations between The Company and its clients, including disputes involving a number of defendants or in which third parties are introduced, shall be exclusively submitted to the Commercial Court of Antibes (Tribunal de Commerce d'Antibes), the area of jurisdiction of which includes the Company's registered office.
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