The present terms and conditions of sale shall be the only ones applicable to any order of equipment, products, software or software packages ("products") marketed by ELLIADEN ("seller"). Any order of equipment and products from the seller by a customer ("customer") entails the customer's unreserved acceptance of these General Terms of Sale. The present general conditions of sale prevail, except formal and express derogation of our part, on all general conditions of purchase. Our offers are without obligation. The contract of sale between the seller and the customer shall be deemed to be final after the seller has issued a written order confirmation to the customer. If the delivery is made before the order confirmation is issued by the seller, the contract shall be deemed to be final with the acceptance of the delivery by the customer.
1.1 The transfer of ownership is suspended until full payment of the sale price and all related costs (law of 12 May 1980). In the event of total or partial non-payment, the seller is entitled to take back the equipment, without prior formality and independently of any legal proceedings. The above provisions do not prevent the transfer of the risks of loss or deterioration of the products as well as any damage caused, as from the date of delivery.
1.2 The customer is expressly prohibited from pledging products or disposing of them, in particular for resale or processing, before full payment of the sums due to the seller. In the event of seizure of the products by third parties, the customer is obliged to inform the seller immediately.
1.3 In the event of the opening of receivership proceedings, the liquidation of the customer or any other collective proceedings, the products may be claimed, in accordance with the provisions of the law of 25 January 1985, within three months of the pronouncement of the judgment.
1.4 In the event of the goods being taken back, by virtue of the retention of title clause, the seller shall retain the advance payments received as compensation for the damage caused to him by the cancellation of the sale and the wear and tear of the products used by the customer.
2.1 All orders are subject to acceptance by the Seller, who may modify certain terms and conditions as long as he obtains the tacit or express agreement of the Customer. All orders must be in writing or electronically.
2.2 Any cancellation, postponement or modification of an order must be expressly accepted by the seller.
2.3 In the event of cancellation of the whole or part of an order, compensation payable to the seller shall be determined in accordance with the table below:
|Receipt of cancellation of order in days before scheduled delivery date||Compensation in % of the price of the cancelled order or part of the order, excluding VAT|
|more than 90 days||10%|
|from 90 to 61 days||20%|
|from 60 to 31 days||30%|
|30 to 1 day||40%|
|on the day of delivery and afterwards||50%|
3.1 The products are delivered to the customer or his representative at the place designated on any order.
3.2 Unless otherwise agreed, postage, packaging and insurance for the transport of the products shall always be at the customer's expense.
3.3 The delivery times indicated by the seller are given as an indication. They may vary according to the availability of the manufacturers.
3.4 The seller is entitled to make partial deliveries.
3.5 The customer must, in the event that he/she notices damage to the package or loss of products during delivery, make any necessary complaints on the carrier's delivery note and confirm his/her reservations by registered letter with acknowledgement of receipt to the carrier and the seller within three days of receipt.
3.6 The Seller reserves the right to suspend deliveries if the Customer is in default of its obligations to the Seller.
For all orders under 150.00 EUROS excl. tax, a fixed sum of 24.00 EUROS excl. tax will be invoiced to the customer for the participation in the administrative costs. The customer shall accept payment of this sum, even if it is not specified on the order. This sum remains due in the event of cancellation of the order by the customer.
5.1 The price of the supply shall be the price list in force at the time of the order. In the event of a variation of more than 5% in the catalogue price of the seller's supplier, the seller reserves the right to update its prices without prior notice.
5.2 Our prices shall be net cash and without discount and may be modified in case of deferred payment. The terms of payment shall be agreed and modified at the seller's discretion and shall be stated on each invoice.
5.3 For each new customer account opening, payment by cheque or bank transfer when ordering.
5.4 For all orders under 300.00 EUROS exclusive of tax, payment in cash at the time of order.
5.5 Penalties for late payment: any delay in payment on the agreed due dates shall automatically entail a penalty, the terms of which are mentioned on the invoice, as well as the immediate payment of all outstanding debts.
Products marked with a star (*) on the order confirmation, delivery note or invoice may be taken back by the seller within 30 days of the delivery date. The return price shall be the invoiced price; if the latter has fallen, the seller shall take into account the current price (price of the day) less any discounts granted.
Products without the original packaging, without accessories, with traces of use or damage, as well as products with an order value (number of products X unit price) of more than 1,000.00 EUROS (one thousand EUROS excl. tax) cannot be taken back. Software whose original packaging has been opened is also excluded from this return. See paragraph 7 for details of guarantees.
7.1 The customer, having taken note of the technical characteristics of the products marketed by the seller, has, under his own responsibility and according to his needs as determined, made his choice of products which are the subject of his order.
7.2 The products sold by the seller are guaranteed against any manufacturing defect or fault for a period of 30 (thirty) days following the date of delivery, except in the specific case specified by the seller in its commercial proposal ("quotation"). During the warranty period, the defective product will either be repaired or replaced in accordance with the return procedure below.
7.3 Returns : All returns must be approved by the seller. In the event of a persistent breakdown and the impossibility of solving the problem by telephone with our Technical Service, the latter will assign a return number to the equipment in question.
7.4 No material will be accepted for delivery without a valid Returns Number. The material must be returned to us in its original packaging, carriage paid and insured by the sending customer. After repair and in case the product is covered by the above-mentioned warranty, the seller will reship the product at its own expense.
7.5 If the product is not covered by the warranty, labour will be charged at the current rate, as well as return postage.
7.6 In the event of an unjustified return of a non-defective product, the labour and material required for the repair will be charged at the current rate, as well as the return postage.
7.7 This guarantee shall not apply in the event of misuse, abuse or negligence on the part of the customer, faulty electrical installation, unauthorised modification, natural wear and tear, or in the event of damage resulting from force majeure or from a third party. Furthermore, the guarantee will not apply if the returned equipment is not returned in its original packaging and without antistatic protection.
7.8 Any warranty other than the one explicitly mentioned above is excluded.
7.9 Software/software/operating systems are not guaranteed by the Seller except in special cases specified by the Seller in its commercial proposal ("quotation").
7.10 In any case, the customer benefits from the legal guarantee for hidden defects under the conditions of articles 1641 and following of the Civil Code.
It is expressly agreed that the seller is not liable for loss of time, data, contracts, business, etc. The seller shall in no case be held liable for damage or inconvenience caused by a malfunction of the products or a loss of information.
The customer is responsible for the installation of the products, as well as the compliance of the electrical installation necessary for the proper functioning of the products supplied by the seller, without this list being restrictive.
10.1 The court of NANTERRE (department 92) will have exclusive jurisdiction in the event of a dispute or litigation arising between the customer and the seller.
10.2 The seller reserves the right to deliver a product that does not have exactly the same characteristics as the one ordered in the event that the seller's supplier changes the characteristics of a model or product, the delivered product necessarily being a product of equal or superior quality to the one ordered.
11 rue Marjolin à LEVALLOIS-PERRET (92300) - FRANCE
SIRET : 48413233700052 - TVA : FR18484132337 - DUNS : 281041991 - NAF : 4651Z
Share capital : 300 000 EUROS