306.
GTCS
GENERAL TERMS AND CONDITIONS OF SALE
These general terms and conditions of sale (the “Terms of sale”)
govern the relationship between DCWéditions and any buyer
(hereinafter, the “Customer”) of any of DCWéditions’ products (the
“Products”).
Any order placed by the Customer with DCWéditions is subject to
the unreserved and unconditional acceptance of the Terms of sale.
1. FINANCIAL TERMS
1.1. PRICE OF THE PRODUCTS
The price list in force on the date of sending of the Terms of sale is
provided in the Appendix.
The prices owed by the Customer to DCWéditions for the purchase
of the Products are to the prices in force on the date DCWéditions
accepts the order.
DCWéditions may at any time modify the price list of the Products
subject to prior notice to the Customer at least thirty (30) days prior
to the effective date of the amendment.
In the event of a disagreement on such amendments, the Customer
shall notify DCWéditions in writing within thirty (30) days of the date
of notification of the modified price list.
No charges, expenses or other costs incurred by the Customer in
connection with the performance of its obligations under these
Terms of sale may be borne by DCWéditions unless DCWéditions
has previously agreed in writing to bear such costs, charges or
expenses.
1.2. PAYMENT OF ORDERS
The Customer undertakes to carry out, at its expense and as soon
as possible, all formalities necessary with the tax, customs or other
appropriate administrative authorities, which may prove necessary, if
applicable, to pay all sums due to DCWéditions.
All payments must be made directly by credit card on the DCWéditions
Website or by bank transfer to DCWéditions’ bank account provided
in the quote or order confirmation issued by DCWéditions.
The Customer may not in any way withhold any amount whatsoever
from the amounts owed to DCWéditions, including by way of
compensation, discount, allowance or other deduction of any kind
whatsoever.
The Customer shall be solely liable for the collection and payment
of any and all taxes, charges, duties, assessments or other fees
imposed by any governmental or other authority in connection
with the purchase, importation, sale, rental, or any other form of
distribution of the Products.
Any late payment may result in DCWéditions applying penalties
calculated on the basis of the interest rate applied by the European
Central Bank to its most recent refinancing operation plus 10
percentage points. DCWéditions shall also be entitled to invoice the
Customer a fixed amount of 40 euros to compensate for recovery
costs in addition to any costs incurred for the collection of unpaid
invoices.
2. PURCHASE OF PRODUCTS
2.1. ORDERS AND CUSTOMER AREA
To place an order, the Customer must first create a customer account
by contacting the sales representative in its geographical area. If it
does not know the identity of the latter, it can contact DCWéditions
by any means (including telephone or e-mail: sales@dcwe.fr).
In order to complete its registration, the Customer shall complete the
registration form and provide truthful and accurate information about
its company, as well as the bank details and a company registration
certificate (or equivalent).
2.1.1. STANDARD ORDER
To be recorded by DCWéditions, any order shall be written and sent
out by post, fax or e-mail.
All orders are binding (i) after having been expressly accepted and
confirmed by DCWéditions in writing (ii) or if DCWéditions has not
disputed or cancelled it within five (5) days of their issue.
Any cancellation or modification of the order following this period,
unless expressly agreed by DCWéditions, constitutes a breach by the
Customer of its contractual obligations. In this case, the Customer
may be liable to DCWéditions for an amount of up to 15% of the total
price including tax of the order as well as the shipping costs of the
Products, if they have already been incurred by DCWéditions.
2.1.2. ORDERING VIA THE DCWÉDITIONS WEBSITE
When DCWéditions offers such service, the Customer may also order
Products on DCWéditions’ e-commerce website, accessible via the
following URL: www.dcw-editions.fr (hereinafter the “DCWéditions
Website”) according to the following methods: selection of the
Products via the product sheets or via the quick order portal and
then validation of the shopping cart. Product offers are valid as long
as they are visible on the DCWéditions Website, within the limit of
available stocks.
The Customer may monitor the evolution of its order on the
DCWéditions Website. Any cancellation or modification of the order
by the Customer will only be possible before DCWéditions confirms
the order made available on its customer area.
2.1.3. REFUSAL OF AN ORDER
DCWéditions reserves the right to refuse an order from the
Customer in the event of a previous payment incident, insufficient
financial guarantees or for technical reasons. Any deterioration of
the customer credit may justify the existence of guarantees or cash
payment before the order is executed.
2.1.4. CUSTOMER AREA
The Customer is responsible for updating the information provided on
its customer area. It is specified that it may modify such information
by logging into its account.
In order to access its personal space and sales document history, the
Customer must identify itself using its username and password that
it will be given to after registration and which are strictly personal. In
this respect, the Customer shall refrain from any disclosure thereof.
Otherwise, it shall remain solely responsible for the use that will be
made of them.
The Customer may also choose to unsubscribe by visiting the
dedicated page on its personal space. The process will be effective
within a reasonable time.
2.2. DELIVERIES
The delivery time indicated when the order is placed is given for
information purposes only and DCWéditions shall by no means be
responsible for non-compliance with such delivery time.
When deliveries are provided by an independent carrier chosen by
DCWéditions, delivery is understood when the Products are made
available to the Customer at the delivery address, it being specified
that unloading operations are the sole responsibility of the Customer,
at its own expense and under its responsibility.
When the Customer has itself undertaken to use a carrier of its
choice, the delivery shall be deemed to have been made when the
Products are made available to the Customer on or in the transport
vehicle, it being specified that the transport and unloading operations
are the sole responsibility of the Customer, at its own expense and
under its responsibility.
The Customer shall bear, as from the delivery, as defined in this
Article, the risks related to the custody of the Products.
In the event of a specific request from the Customer regarding the
conditions of packaging or transport of the Products ordered, duly
accepted in writing by DCWéditions, the costs related thereto shall
be subject to a specific additional invoice, on a quotation previously
accepted in writing by the Customer.
Upon delivery, it is the responsibility of the Customer to inspect the
good condition of the Products delivered.
In the event of non-compliance of the Products, the Customer shall:
- include clear, precise and complete reservations on the delivery
note;
- confirm these reservations to the carrier by providing all
supporting documents relating thereto (photos in particular). It
shall transmit this information to DCWéditions by registered letter
with acknowledgement of receipt within three days of receipt of
GTCS
the Products, in accordance with Article L.133-3 of the French
Commercial Code; and
- refuse delivery of the Product in case of apparent damage or
return the Product in its original packaging to DCWéditions, after
having obtained its written approval. In the event that the Product
is damaged during the return due to lack of appropriate packaging,
DCWéditions reserves the right not to process the return or apply a
discount depending on the condition of the Product.
If the Customer fails to comply with each of these formalities, the
Products shall be deemed compliant and free from any apparent
defects and no claim may be validly accepted by DCWéditions.
DCWéditions may then replace Products whose apparent defects
have been duly proven by the Customer, issue a credit note or refund
the price to the Customer.
3. WARRANTY
3.1. Without prejudice to any applicable legal warranty, DCWéditions
warrants the proper functioning of the Products for two years from
the date of purchase by the Customer, as shown on the invoice.
3.2. If the Products prove to be defective during the period of
warranty, the repair of the Products will be carried out free of charge
by DCWéditions, upon presentation of the original invoice issued
to the Customer by DCWéditions. DCWéditions reserves the right
to send spare parts or to replace such a defective Product with a
Product of identical or higher quality.
3.3. The above-mentioned warranty is excluded in the following
cases:
- replacement of parts due to normal wear and tear of the Products;
- defective accessories (for example light bulbs), whether sold with
the Product or separately;
- defects resulting from changes made to the Product without the
prior written consent of DCWéditions;
- any damage resulting from a Product’s non-conformity with
standards or specifications in force in a country other than the
country of purchase;
- any claim concerning the external aspect or the finishes of the
Products sent to DCWéditions after 3 days from the date of receipt
of the Products;
- damage or defects caused by any improper or excessive use, or
any handling or use of the Product in a manner that is not compliant
with the instructions contained in the user manual, and in particular:
the use of light sources (light bulbs, etc.) which power exceeds the
maximum power specified by DCWéditions, inappropriate storage,
or the Product being dropped or knocked with such force as to
cause damage to the Product);
- damage or defects caused by corrosion, dirt, water or sand;
- damage or defects caused by connecting the Product to power
sources that do not comply with the intended use;
- damage or defects caused by any inadequate packaging of the
Product when shipped to DCWéditions;
- damage or defects caused by an event of force majeure, or any
cause outside the control of DCWéditions, namely lightning, water,
fire, riots or inappropriate ventilation.
4. MISCELLANEOUS
4.1. INTELLECTUAL PROPERTY
The purchase of Products by the Customer does not entitle
the Customer ownership on any intellectual property rights in
DCWéditions’ brands, logos and trademarks nor on the Products or
their appearance, which remain the sole and exclusive property of
DCWéditions or its licensors who have authorised DCWéditions to
exploit them.
4.2. RETENTION OF PROPERTY
DCWéditions retains, even after the delivery, the property of the
Products until the complete payment of the price of the order. In
case of non-payment of the order, including in case of opening of a
collective procedure against the Customer, DCWéditions reserves
the right to claim the unpaid goods.
4.3. FORCE MAJEURE
Neither of the parties shall be held liable, and no compensation may
be claimed, due to delays or harmful consequences arising out of a
force majeure event, as defined by French law and case law.
If the force majeure event lasts for more than three (3) months,
either party may terminate the Terms of sale as of right subject to
thirty (30) days’ notice.
Each party shall be obliged to implement all the necessary and
sufficient resources to prevent or mitigate the effects of the non-
execution of the Terms of sale as result of force majeure as defined
above and each party must inform the other party promptly in the
event of the occurrence of a force majeure event preventing it from
performing part or all of its contractual obligations.
4.4. PARTIAL INVALIDITY
The annulment of one of the provisions of the Terms of sale would
only result in the cancellation of the Terms of sale as a whole,
provided that the disputed provision can be considered, in the spirit
of the parties, as substantial and decisive, and its cancellation calls
into question the general balance of the agreement.
In the event of cancellation of one of the provisions of these Terms
of sale, considered as non-substantial, the parties shall endeavour to
negotiate an economically equivalent clause.
4.5. GOVERNING LAW - JURISDICTION
The Terms of sale shall be governed by French law.
Any difficulties relating to the validity, interpretation, performance
or expiry of the Terms of sale shall be submitted, in the absence
of an amicable agreement, to the Commercial Court of Paris, to
which territorial jurisdiction is given, even in the event of summary
proceedings, introduction of third parties or multiple defendants.
APPENDIX: PRODUCTS – PRICES
On the date of signature of these Terms of sale, the range of
Products is composed of the products included in the “Price List”
attached separately. This document may be updated periodically by
DCWéditions and sent in PDF or printed to the Customer.
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