General terms and conditions of sale / DELTA SAS / Rev 09/21
Article 1: Scope of application
The purpose of these general terms and conditions of sale is to define the conditions under which DELTA SAS (the Supplier) supplies its products ("the Products") to professional Buyers ("the Buyers or the Buyer") who request them, via the Supplier's website, by direct contact or via mail.
They apply without restrictions or reservations to all sales concluded by the Supplier with Buyers of the same category, regardless of the clauses that may appear on the Buyer's documents, and in particular its general terms of purchase.
These General Terms and Conditions of Sale are systematically communicated to any Buyer who requests them, to enable him to place an order with the Supplier.
The information contained in the Supplier's catalogs, brochures and price lists is given as an indication and may be revised at any time. The Supplier is entitled to make any changes that it deems useful.
The Supplier reserves the right to deviate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Purchaser, by establishing Special Terms and Conditions of Sale, contracts or special conditions, mentioned in its Order Acknowledgement.
Article 2: Orders
Orders may be placed by any means with the Supplier.
If the Purchaser wishes to receive a commercial Offer based on the expression of its needs, the Supplier will initially send a Price Offer. If it is acceptable to the Purchaser, it shall send a detailed order to the Supplier. If the Buyer already knows the Products he wants to order, he will send its detailed order directly to the Supplier.
In all cases, an order from the Purchaser shall be validated by the issuance of an Order Acknowledgement by the Supplier, summarizing the elements of the order and the total price. Only the issuance by the Supplier of this Order Acknowledgement shall make the sale complete.
Any changes requested by the Purchaser shall only be taken into account before shipment of the Products and upon express acceptance by the Supplier in the form of a new Order Acknowledgement including any adjustment of the price and deadlines.
The Supplier shall be entitled to require prior payment of the entire order or of a deposit. In the event of cancellation of the order by the Purchaser after payment of the deposit, for any reason whatsoever except force majeure, the deposit shall be automatically kept by the Supplier and shall not give rise to any refund.
Article 3: Prices
The Products are supplied at the Supplier's prices in force on the day the order is placed, and, where applicable, in the specific commercial Offer sent to the Purchaser. These prices are firm and non-revisable during their period of validity, as indicated by the Supplier.
These prices are net and exclusive of VAT, place of delivery being at the Supplier’s factory (EXW – Incoterms ICC 2020). They do not include packaging, transport, customs duties and insurance, which shall be borne by the Buyer.
Special pricing conditions may be applied according to the specificities requested by the Buyer concerning, in particular, the delivery terms and deadlines, or the payment terms and conditions.
They shall then be mentioned in the Supplier's Order Acknowledgement.
Article 4: Terms of payment
Except in the case where a deposit is required at the time of order, invoices are payable before shipment, as of the issuance of a proforma invoice. Final invoices are issued upon delivery.
Only payment by bank transfer will be accepted, transfer and exchange fees shall be paid exclusively by the Buyer. The Supplier may also require that payment be made by documentary credit, the costs of which shall be borne by the Buyer.
No discount will be applied by the Supplier.
For orders of less than € 150, the Buyer shall pay an extra amount of € 40,- as a contribution to the administrative costs of processing its order.
In the event of late payment and payment of the sums due by the Purchaser beyond the time limit set out above, and after the date of payment appearing on the invoice sent to the Purchaser, late payment penalties calculated at the rate of 5% per month of the total amount of the price appearing on the invoice shall be automatically due to the Supplier, without any formality or prior notice of default. Any month started shall be due in full.
Failure to pay an invoice, even partially, shall result in the obligation to pay it immediately in full, without prejudice to any other action that the Supplier may be entitled to take against the Purchaser in this respect.
In the event of non-compliance with the above payment terms, the Supplier also reserves the right to suspend or cancel the delivery of the Purchaser's current orders and to immediately demand full payment of all sums already invoiced but not yet due.
Unless expressly agreed otherwise in advance and in writing by the Supplier, no compensation may be validly made between any penalties for late delivery or non-conformity of the Products due by the Supplier on one hand, and the sums owed by the Purchaser to the Supplier for the purchase of said Products, on the other hand.
Finally, a fixed indemnity for costs relating to collection of unpaid amounts, amounting to € 40, will be automatically due, without prior notification by the Purchaser in case of late payment. The Supplier reserves the right to request additional compensation from the Purchaser if the collection costs actually incurred exceed this amount, upon presentation of the relevant proof of expenses.
The Supplier reserves, until full payment of the price by the Purchaser, its right of ownership on the Products sold, allowing it to keep or repossess said Products or to recover the price from the Purchaser's customers. Any deposit paid by the Purchaser shall remain with the Supplier as a lump-sum compensation, without prejudice to any other action that the Supplier may be entitled to take against the Purchaser as a result of this failure to pay.
However, the risk of loss and deterioration shall pass to the Purchaser upon delivery of the ordered Products.
The Purchaser shall therefore be obliged to insure, at its own expense, the products ordered, for the benefit of the Supplier, until full transfer of ownership and to justify this to the latter upon delivery. Failing this, the Supplier shall be entitled to delay the delivery until the presentation of this proof. The Supplier is also entitled to substitute itself for the Purchaser with its insurer in order to collect, in the event of damage affecting the unpaid Products, any compensation due up to the price of these Products.
Article 5: Deliveries
The Products purchased by the Purchaser shall be delivered within the delivery time indicated in the Order Acknowledgement. It runs from the date of receipt of the payment specified in the Supplier's pro forma invoice.
Delivery time shall not constitute a strict deadline and the Supplier shall not be liable to the Purchaser for any delay in delivery. Any additional time requested by Buyer, in particular for purposes of inspection of the Products prior to shipment, shall be subject to the authorization of Supplier, without Supplier being liable therefore.
In the event of a delay of more than 60 days, Buyer may request the termination of the sale. Any advance payments already made shall then be returned to him by the Supplier.
Delivery shall be deemed to have taken place at the Supplier's premises after dispatch of a notice of availability or, where applicable, at the place corresponding to the Incoterm used, with the Products traveling at the Buyer's risk.
In the event that the Purchaser does not take delivery of the Products, they shall be stored by the Supplier on behalf of, but at the risk and expense of the Purchaser. In the absence of a specific agreement between the Parties, a monthly rate of €100 per month and per package shall be applied by default.
The Buyer is required to check the apparent condition of the Products upon delivery. In the absence of reservations expressly made by the Purchaser within 15 days following delivery, the Products delivered by the Supplier shall be deemed to be in conformity in quantity and quality with the order.
Any reservations must be made in writing, by any means of communication ensuring their receipt by the Supplier.
The Supplier shall replace, as soon as possible and at its own expense, the Products delivered whose lack of conformity has been duly proven by the Purchaser.
In case of delivery according to other modes than "EXW factory delivery", the delivery shall be deemed to correspond to that provided for in the Incoterm mentioned in the specific conditions of sale.
Article 6: Responsibility of the Supplier – Guarantee
The Products benefit from a contractual guarantee of 12 months, to the exclusion of any other guarantee. It runs from the date of the invoice. It covers the non-conformity of the products to the order and any hidden defect, resulting from a material, design or manufacturing default affecting the delivered Products and making them unfit for use.
This guarantee is limited to the replacement, repair, bringing into conformity or reimbursement of non-conforming Products or those affected by a defect.
The warranty does not apply if the Product has been altered, transformed or modified by the Buyer, or in the event of improper installation of the Product, improper use, failure to observe the conditions of use as set out in the instructions for use, improper connection leading to overvoltage, shocks, falls, negligence, or failure to comply with the instructions relating to the use of the Product, failure to comply with the cooling instructions, immersion in water, exposure that does not comply with water and dust protection index, negligence or lack of maintenance by the Buyer, transformation of the Product by the Buyer, as well as normal wear and tear of the Product or force majeure.
In order to assert its rights, the Purchaser shall, under penalty of forfeiture of any action relating thereto, inform the Supplier, in writing, of the existence of the defects within a maximum period of 15 days from their discovery. The Buyer shall, initially and before any return of the Products at its expense, provide any evidence reasonably required by the Supplier to prove the defect or non-conformity.
If necessary, the Customer shall allow the Supplier or its representatives access to its premises in order to examine the Products and the conditions of their use.
The Customer undertakes, prior to any return of Products to the Supplier, to obtain the Supplier's express consent and to submit the shipping documents to the Supplier before collection. Any additional costs incurred by the Supplier due to errors or inaccuracies on the part of the Customer shall be charged to the Customer.
The Supplier shall decide at its sole discretion whether to replace or repair Products or parts under warranty that are found to be defective. This warranty also covers the cost of labor and reshipment of the material.
The replacement of defective Products or parts will not extend the duration of the above warranty.
In the event of a defect or lack of conformity of the Products attributable to the Supplier, its liability shall be limited to the price of these Products only, to the exclusion of any other direct or indirect material or immaterial damages.
Article 7: Intellectual property
The Supplier remains the sole and exclusive owner of all industrial and intellectual property rights relating to the Products, photos and technical documentation which may not be communicated or executed without its written authorization.
Article 8: Personal data
The personal data collected from the Purchasers are subject to computer processing by the Supplier. They are recorded in its customer database and are essential to the processing of the order. This information and data will be processed by the Supplier in accordance with its commitments described in its GDPR Register.
In the event of a complaint or request for additional information, the Purchaser may address a complaint to the Supplier's personal data protection officer via the following e-mail address: RGPD@deltasensor.eu.
Article 9: Force majeure
The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure.
The Party noting occurrence of a force majeure event shall immediately inform the other Party of its inability to perform its obligations and justify this to the latter. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.
The performance of the obligation shall be suspended for the duration of the force majeure if it is temporary and does not exceed 60 days. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties shall make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the prevented Party shall notify the other of the resumption of its obligation by any written means of communication ensuring its reception by the recipient. If the impediment is definitive or exceeds 60 days, the present contract shall be purely and simply terminated in the manner provided for in Article 10 below. During this suspension, the Parties agree that the costs generated by the situation shall be borne by the prevented party.
Article 10: Rescission of the sale
In the event of non-compliance by either party with its obligations, the sale may be annulled at the discretion of the aggrieved party, 15 days after a formal notice to perform has been sent, notified by any written means of communication ensuring its proper receipt, which has remained wholly or partly without effect. This formal notice shall mention the intention to apply the present clause.
Article 11: Disputes
All disputes relating to the interpretation, validity or qualification of this contract, its execution, its non-execution, its interruption, its termination or its consequences, shall be submitted, prior to any legal action, to an attempt at amicable resolution.
In case of failure, the parties shall bring their claim exclusively before the Court of Justice of Strasbourg, France.
Article 12: Applicable law
The present General Conditions and the operations resulting from them are governed by French law to the exclusion of the Convention on the International Sale of Goods (CISG).