General Terms and Conditions of Sale and Provision of Services (GTCSP)

Home General Terms and Conditions of Sale and Provision of Services (GTCSP)

Preamble:

DV GROUP’s activities include trading in equipment and providing industrial equipment services for professionals, as detailed on its website www.dv-group.com.

Article 1: Application and enforceability of the GTCSP

Unless otherwise specified in writing between our Company and the Customer, all sales and/or services provided by our Company are subject to these GTCSP.

In placing an order and/or signing a quotation, the Customer acknowledges that he is aware of and unreservedly accepts these GTCSP, which apply to the exclusion of any other provision contained in any other document, in particular the Customer’s General Terms and Conditions of Purchase, unless expressly agreed otherwise in writing by our Company.

Article 2: Definitions

“Customer” means any entity ordering equipment or a Service from our Company.

“Our Company” means the DV GROUP company performing the sale or providing the Service.

“Service(s)” means the service(s) ordered from our Company carried out on equipment belonging to the Customer, either in our workshops or on-site.

“Site” means the Customer’s premises where the Service is performed.

Article 3: Conclusion of the contract  

3.1 The contract is concluded:

3.1.1. for sales, through our Company’s acceptance of the Customer’s order, embodied in an acknowledgement of the receipt of this order;

3.1.2. for Services, by the Customer returning our Company’s quotation, signed by the Customer without reservation.

As soon as the contract is concluded, the Customer’s orders are firm and irrevocable in nature.

3.2. Our Company’s quotations are based on the rate in force at the time they are drawn up. Their validity period is one (1) month from this time of this drawing-up.

3.3 Quotations made without complete disassembly are only estimated. If additional work not provided for in the quotation appears necessary during the course of the performance of the Service, the Customer agrees that our Company will carry out the work, provided that this work does not exceed 50% of the amount, excluding tax, of the work stated in the quotation.

For amounts above 50%, our Company will request the Customer’s written agreement.

If the Customer refuses to give his consent, our Company will cease the repair. The Customer will still be obliged to pay for the work carried out and the time spent until this stoppage, up to the amount quoted.

3.4 Our Company also reserves the right to terminate the order for Services when, after disassembling the product, it considers that it cannot be repaired. Our Company shall immediately inform the Customer of this fact.

The customer may not claim any compensation of any kind.

3.5 In the event of non-repair in the cases of Articles 3.3 and 3.4, the Customer shall be obliged to take back its equipment within eight days of our Company sending written notice. Reassembly, packaging and transport costs shall be borne by the Customer.

3.6. The Customer may also request that a quotation be drawn up following complete disassembly. If the quotation is not accepted by the Customer, the costs of examination, disassembly and reassembly shall be invoiced to it on the basis of a fixed price of €300.

Article 4: Price

4.1. For sales, the price is that specified in the order confirmation based on the rate in force on the day of the said order.

Unless otherwise specified in the order confirmation, our price is exclusive of tax and “ex-works”, excluding special packaging requested by the Customer. VAT is invoiced in addition, in accordance with the tax regulations in force.

4.2. For Services, the price is that specified in the quotation.

Unless otherwise specified in the quotation, our price is exclusive of tax and does not include travel expenses, which are invoiced according to the rate in force at the time of performance of the Service. It also does not include either the cost of transport and special packaging requested by the Customer when the equipment is returned to the Customer following the performance of the Service in our workshops.

VAT is invoiced in addition, in accordance with the tax regulations in force.

Article 5: Payment conditions and timeframes

5.1. For sales, and unless otherwise specified in the order confirmation, 30% of the equipment price is invoiced at the time of the order and the balance on delivery, in accordance with the conditions of Article 8 below.

5.2 For Services and unless otherwise specified in the quotation, 30% of the cost of the Services shall be invoiced upon the return of the quotation signed by the customer and the balance on completion of the Service, which occurs either on delivery or on-site, depending on the place of performance of the Service, in accordance with the conditions set out in Articles 8 and 9 below.

Invoices are payable to our Company’s registered office by cheque, bank transfer or bill of exchange within thirty days from the date of issue of the invoice.

Article 6: Late payment

In accordance with Article L 441-6 of the French Commercial Code, any late payment shall automatically and without any formal notice being required result in:

  • The payment of late-payment interest equal to 3 (three) times the legal interest rate. Late payment interest will accrue from the due date until date on which payment is made in full.

 

  • A lump sum compensation for recovery costs of the amount of €40, it being understood that if the recovery costs incurred are greater than the amount of this lump sum compensation, our Company reserves the right to request additional compensation upon production of supporting evidence.

 

In addition, the non-payment of a single invoice on its due date shall authorise our Company to suspend or automatically terminate all pending orders from the Customer, with all outstanding Customer invoices becoming immediately payable.

Our Company reserves the right to retain advance payments made by the Customer as contractual compensation for termination, without prejudice to the right to claim any additional damages.

Article 7:  Delivery and execution deadlines

7.1. Unless otherwise specified in the order confirmation and/or the quotation, the delivery or performance deadlines for our Company’s Services are provided for information purposes only. However, the Company undertakes to do everything possible to comply with these deadlines.

The stated deadlines will be automatically extended, particularly in the following non-exhaustive list of cases:

  • The occurrence of events beyond the control of our Company, strike or products becoming out-of-stock, changes to the order and/or Service previously accepted by our Company, lack of access to the Customer’s site and late delivery by the Customer of the necessary information and/or documents for the performance of the order and/or the provision of the Service.

7.2 Delays in the delivery and/or performance of the Service in respect of these indicative deadlines shall not give rise to any penalty or indemnity, nor shall it give the Customer the right to cancel or terminate his order.

7.3 In any event, compensation arising from a delay solely attributable to our Company may not exceed 5% of the sale price of the product ordered or the price of the Service.

Article 8: Delivery – Transfer of risk

Delivery of the equipment to our premises takes place either by direct delivery of the equipment ordered or having been subject to Services performed in our workshops, ie no later than 8 days following notification of its availability.

Loading, wedging and stowage are the responsibility of the Customer.

The risks are transferred to the Customer upon delivery, even though the transfer of ownership is deferred in accordance with Article 9 below.

Unless otherwise stipulated and agreed in writing, the Customer shall be responsible for the transport and insurance of the products from their delivery. Any intervention by our Company in the organisation of transport and/or product insurance, at the Customer’s exceptional request, shall be carried out in the name and on behalf of the Customer, without conferring on our Company, under any circumstances, the role or liability of a forwarding agent or carrier.

If shipment is delayed according to the wishes of the Customer, with the agreement of our Company, the equipment is stored and handled at the Customer’s expense and risk, with no liability to our Company.

In the event of damage or missing items, the Customer is responsible for carrying out the legal formalities with the carrier provided for by Article L 133-3 of the French Commercial Code or, in the case of international transport, for complying with the applicable international agreement.

Article 9: Retention of Ownership

Our Company expressly reserves ownership of the delivered equipment until payment of principal, interest and ancillary costs is made in full. This clause is not modifiable in the event of the Customer entering into receivership or court-ordered liquidation.

Until the price has been paid in full, the Customer shall refrain from offering the delivered equipment as collateral or as any other type of guarantee.

Article 10: Performance of Services 

10.1. Our Company undertakes to perform the agreed Service in accordance with the description set out in the quotation and in compliance with industry standards and practices. It is bound by an obligation of means.

10.2. Where the Service is performed on-site, the Customer agrees to provide free access to its premises, the equipment or materials necessary for the performance of the Service by our Company, and in particular to provide electrical power in compliance with existing standards, as well as an enclosed, covered work space.

Our Company shall only commence the performance of the Service once it has ensured that the electricity networks and the network operators comply with the standards in force.

Otherwise, the Customer will be responsible for ensuring compliance at his cost and the services will only begin once such compliance is in place.

10.3 If our Company has accepted that replacement equipment be made available to the Customer during the performance of the Services, either free-of-charge or against payment, the Customer shall assume full responsibility for this replacement equipment. The Customer shall be responsible for taking out insurance to cover said equipment.

10.4 The completion of the Service shall be confirmed by the drafting of a document signed by the Customer.

Article 11: Warranty

11.1. Regarding sales:

11.1.1 The equipment sold by our Company is covered by the manufacturer’s contractual warranty against any manufacturing defect. The terms and conditions of these warranties are given to the Customer at the time of the order.

11.1.2 Regarding the legal warranty against hidden defects, our warranty is limited to 12 months from the date of delivery. No action may be brought against our Company for hidden defects beyond this period.

11.1.3 Apparent defects or non-compliance of the equipment with the order are only guaranteed if they are reported to our Company by registered letter with acknowledgement of receipt within fifteen days of delivery.  No claim for apparent defects or non-compliance can be brought against our Company beyond this period.

Regarding Services:

Services are guaranteed for a period of 6 months from the date of completion of the works on-site or the final delivery, depending on whether the Service has been performed on-site or at our premises.

11.3 Implementation of the Warranty:

11.3.1 For sales, the equipment shall be repaired either on-site or at our premises or replaced free-of-charge at our discretion and excluding compensation foray other loss.

The defective items replaced will become the property of our Company.

11.3.2 For Services, our Company shall carry out the work necessary to recover its Service either on Site or at our premises free-of-charge and excluding compensation for any other loss.

11.3.3 The lead-time for repair and equipment downtime during the implementation of the warranty may not result in the warranty period for the equipment being extended, unless otherwise required by law.

11.3.4 Unless expressly agreed otherwise, any costs of returning equipment to the workshop (equipment transport and insurance) shall be borne by the Customer.

11.3.5 Application of the guarantee is subject to full payment for the equipment.

11.4 Warranty Exclusions

The following are excluded from the warranty:

  • failures or malfunctions arising from normal wear and tear or owing to an external cause, inappropriate handling, incorrect storage or installation, non-compliance with our Company’s instructions or those of the manufacturer concerning the operation, maintenance and servicing of the equipment and/or the item for which the service was provided,

 

  • use for purposes other than those for which the equipment was designed and for which it was intended,

 

  • malfunctions owing to an environment that is either poorly suited or nor compliant with the specifications mentioned in the technical documentation of either the manufacturer or our Company.

 

Article 12: Liability

 

Subject to the mandatory legal provisions, in particular with regard to the law on liability for defective products, the total and cumulative liability of our Company, regardless of the cause, is limited to the amount of the sale price, excluding taxes, of the equipment and/or the price, excluding taxes, of the Service. In no event shall our Company be liable for compensation for financial or commercial losses such as loss of profits, loss of orders, loss of business, interruption of service, or, in general, indirect and/or immaterial or moral damages, as well as similar loss resulting from a claim brought against our company by the Customer as a result of damage suffered by a third party.

Furthermore, our Company shall not be held liable in the event of any damage to the Customer’s data, with the Customer being responsible for the safeguarding of its own data, at its own expense.

Article 13: Force majeure

Neither party may be held liable for delays in the performance and/or non-performance, in whole or in part, of its obligations if this delay or non-performance is due to the occurrence of a case of force majeure or a fortuitous event defined as an event outside the control of the prevented party which the latter could not reasonably be required to foresee, avoid or overcome and insofar as its occurrence makes the performance of its obligations impossible.

By express agreement, the Customer agrees, in particular, that a supply interruption attributable to our suppliers shall be deemed an event of force majeure.

Article 14: Termination

In the event of a breach by the Customer of any of its obligations, our Company may automatically terminate the contract binding it to the Customer eight days after formal notice by registered letter with acknowledgement of receipt remaining unheeded. The Customer must return any delivered and unpaid equipment in good condition and to any location indicated by our Company.

Down-payments made by the Customer shall remain with our Company. In the event that no down-payment has been made, the Customer shall be automatically liable to our Company for damages in an amount equal to 50% of the price of the equipment and/or the Service.

This clause does not prevent our Company from claiming any additional damages and interest for the loss suffered if this loss is greater than the aforementioned amount.

Article 15: Jurisdiction clause

Any dispute that may arise concerning the interpretation, performance of the termination of the sale and/or the Service agreements concluded between our Company and the Customer and which could not be resolved amicably shall be subject to the exclusive jurisdiction of the Commercial Court in the region where our company’s registered office is located, even in the event of third party appeals or multiple respondents.

Article 16: Applicable law

The applicable law is French law, excluding the provisions of the United Nations Convention of 11 April 1980 on the International Sale of Goods.

Article 17:  Invalidity – Unenforceability

In the event that certain provisions of these GTCSP are rendered void or cannot be applied for any reason whatsoever, all other provisions of these GTCSP shall remain valid.