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Terms and conditions of sale

GENERAL TERMS AND CONDITIONS FOR ONLINE SALES http://SHOP.OCTE.EU
Article 1 – Foreword

1.1 SHOP.OCTE.EU is an online sales site that belongs to OCTÉ, a simplified joint-stock company with a capital of 2,438,835 Euros. Its headquarters is located at Châteauneuf en Thymerais (28170) Zone industrielle de Saint-Arnoult, Route de Brezolles, France, and it is registered in the Chartres Trade and Commerce register under number 349 531 525. Its intra-community VAT number is FR 46 349 531 525 and shall hereinafter be referred to as "OCTÉ".

1.2. These conditions are solely intended for professionals working towards the requirements of their activity, who are based in metropolitan France or outside of France and possess their own legal capacity (hereinafter referred to as "the Client"). These conditions apply to all orders made on this Website. They aim to define the contractual relationships, rights and obligations between OCTÉ and the Client as well as the conditions applicable to any purchase made through the online sales site SHOP.OCTE.EU.

1.3. The acquisition of material or immaterial goods from the online sales website implies the client's full acceptance of these conditions of sale. A written signature is not required to express the Client's agreement with these General Conditions of Sale. These conditions of sale prevail over any other general or specific conditions not expressly agreed by OCTÉ. OCTÉ reserves the right to modify its conditions of sale at any time. In this case, the conditions in force are those which apply on the date of the Client's order.

Article 2 – Definitions

 
When the terms and expressions detailed below are preceded by a capital letter, their meaning for interpreting and executing these conditions of sale is as follows:
 
"Article": the Goods included in the Order;
 
"Goods": any product offered for sale on the Website;
 
"Order": request for Goods or Services made by the Client to the Seller;
 
"General Terms and Conditions of Sales": these General Terms and Conditions of Sales;
 
"Contract": this act, including the foreword and annexes, in addition to any amendment, substitution, extension or renewal made by virtue of the Parties' agreement;
 
"Delivery Period": period between the date on which the Order is confirmed and the data on which the Order is delivered to the Client;
 
"Delivery Costs": expenses undertaken by the Seller to send the order to the delivery address specified by the Client;
 
"Delivery": shipment of the Article to the Client;
 
"Delivery Method": refers to any standard or express delivery method available on the Website when the order is placed;
 
"Price": the unit value of Goods or a Service; this value does not include taxes or Delivery Costs;
 
"Total Price": the total amount of the cumulative prices of the Order; this total includes all taxes;
 
"Inclusive Price": The total price to which the Delivery Costs are added; this total includes all taxes;
 
"Service": any service offered for sale on the Site;
 
"Site": online Sales Website http://SHOP.OCTE.EU, used by the Seller to promote its Goods / Services;
 
"Order Confirmation": within the meaning given in Article 6;
 
"Online Sales": promotion of the Seller's Goods and Services using the Website;
 
References to Articles are references to articles in this Contract, unless otherwise specified.
 
Any reference in the singular includes the plural form and vice versa.
 
Any reference to one gender includes the other.
 
Article 3 – Subject
 
The purpose of this contract is to define the rights and obligations of Parties within the framework of Online Sales of Goods and Services offered by the Seller to the Client.
 
Article 4 – Entry into Force and Duration
 
This contract enters into force on the date which the Order is confirmed, as defined in Article 6.
 
This contract is valid for the duration required to provide the Goods and Services, until the warranties and Seller's obligations have expired.
 
Article 5 – Goods and Services
 
5.1. The essential characteristics and cost of Goods and Services sold electronically are available on the Site.
 
The Goods, characteristics, dimensions, weight, etc. mentioned on the website are of purely indicative value and are not included in the contractual fields. In addition, OCTÉ may not be held responsible in case of error.
 
5.2. The Client is invited to familiarise themselves with the technical datasheets on the website. Upon receipt of the Goods, they should also read the instruction guides and all other information provided or displayed on its packaging (assembly instructions, conditions of use and precautions for use).
 
All Goods are offered within the limits of available stock and are delivered in their original packaging with a generally available instruction manual, in English and/or French depending on the origin of the product. Additional instruction manuals may be provided with the agreement of the parties. These instruction manuals may be charged but only in the event of additional requests.
 
5.3 In any case, the Client may contact Customer Services by phoning + 33 9 69 32 88 57 (crystal number) from Monday to Thursday, 8:15 - 12:00 am / 13:00-17:30 pm and Friday 8:15 - 12:00 am / 13:15 - 16:30 pm, or by e-mail via the "Contact Us" section on the website.
 
Article 6 – Ordering Goods and Services
 
6.1. In order to place the Order, the Client must follow the following steps:
 
1. Enter the Website address;
 
2. Follow the Website instructions, particularly the instructions to access the Client account by entering the Login details and Password which will have previously been sent to you by OCTÉ.
 
3. Fill in the order form. In the event of a prolonged period of inactivity, the availability of Goods and Services selected by the Client before this period of inactivity cannot be guaranteed. The client is invited to go back to the beginning of the order process;
 
4. Check the elements of the Order and identify and correct errors if required;
 
5. Validate the Order, the Total Price and the Inclusive Price (the "Order Confirmation")
 
6. Follow the online server instructions to find out and confirm the Inclusive Price.
 
The Client will then receive an e-mail confirmation straight away confirming the Order (the "Order Confirmation").
 
6.2. The Client will receive delivery confirmation of the Order by e-mail.
 
Delivery will be made to the delivery address specified by the Client when the Order is made. During completion of the various stages of the Order process mentioned above, the Client undertakes to respect these contractual conditions within application of Article 1316-1 of the French Civil Code.
 
The Seller undertakes to honour the Order within the limits of available stocks of the Goods. If the Goods are not available, the Seller undertakes to inform the Client.
 
6.3. The Seller reserves the right to refuse the Order if it is out of the ordinary, placed in bad faith or for any other legitimate reason, in particular, when there is a dispute with the Client concerning payment for a previous order.
 
6.4. The Client can monitor all of its invoices, quotations and delivery notes in addition to its current orders in the Client area available on the site for this purpose: "outstanding tab".
 
Article 7 – Cost of Goods and Services and Conditions of Validity
 
7.1. The Price of Goods and Services sold on the Website are respectively indicated for each article and reference or by service and by reference. When the Order is Confirmed, the price to be paid is the Inclusive Price. The Client is entirely responsible for the costs involved in accessing the Website.
 
7.2. Offers and Prices are valid until the Website is updated.
 
In any case, OCTÉ reserves the right to change their prices and delivery costs at any time. However, Goods and Services will be based on the tariffs in effect at the time when the order is placed, subject to availability on this date.
 
Article 8 – Payment Conditions

8.1 Unless specifically agreed, our invoices are payable to Asnières sur Seine, France, on the due date specified on the invoice, within 45 days of the end of the month in which the invoice was issued, without any discount. No claim or dispute authorises the Client to defer the payment of an invoice.

8.2 Failure to pay an invoice by the due date will result in the payment of penalties fixed at three times the legal interest rate without any notice being required. In addition, a fixed indemnity of 40 Euros may be added upon justification for recovery costs if the charges incurred exceed this amount. These penalties will be billed to the Client's account. Moreover, any other sums due by the Client will be immediately and fully payable. OCTÉ shall have the right to suspend or cancel any orders in progress, without prejudice to any other action or recourse.

8.3 In the event of deterioration of the Client's credit and/or failure to respect the payment methods, OCTÉ may make the execution of orders subject to payment guarantees or an immediate cash payment.

Article 9 – Reservation of Ownership Clause

9.1 THE TRANSFER OF PROPERTY OF OCTÉ GOODS SHALL ONLY TAKE PLACE UPON RECEIPT OF THE PRICE IN FULL, PRINCIPAL AND ACCESSORIES, EVEN IN THE EVENT OF AN EXTENSION TO THE PAYMENT DEADLINE. IN THE EVENT THAT THE CLIENT FAILS TO PAY FOR ALL OR PART OF THE ORDER, OCTÉ RESERVES THE RIGHT TO TAKE POSSESSION OF THE AFOREMENTIONED GOODS UNTIL FULL PAYMENT IS RECEIVED; ANY DEPOSIT MADE BY THE CLIENT SHALL REMAIN ACQUIRED BY OCTÉ AS A FIXED INDEMNITY, WITHOUT PREJUDICE TO THE RIGHT TO RESCIND CURRENT SALES AND ALL OTHER ACTIONS. ANY CLAUSE TO THE CONTRARY, NOTABLY THOSE INCLUDED IN THE GENERAL TERMS AND CONDITIONS OF PURCHASE, SHALL BE DEEMED UNWRITTEN.

9.2 The provisions of this clause do not prevent transfer of risks to the Client, relating the Goods upon delivery.

9.3 As long as the total price remains unpaid, the Client shall individualise the Goods delivered and shall not alter or resell them. Otherwise, OCTÉ may request the reimbursement of Goods and/or take back those which are still in stock, without prejudice to any payment and/or compensation action.

9.4 In the event of any garnishment or other intervention from a third party, the Client will inform OCTÉ immediately in order to allow them to exercise and preserve its rights.


Article 10 – Delivery of the Order

 
10.1 Unless specifically agreed when opening the account, the Client shall be informed of the reserved Delivery Method, with the tariff offered on the Website at the time the Order is made.
 
The Client must choose an address located in the Territory, otherwise their Order may be refused. The Client is solely responsible in the event of non-delivery due to missing information on the Order.
 
10.2. The total Delivery Cost depends on the total of the Order and the delivery method chosen by the Client. In any case, the Client shall be informed of the total Delivery Cost before the Order is confirmed.
 
Article 11 – Delivery Deadlines
 
11.1. The Delivery Deadlines are available on the Website and may vary depending on the availability of Goods relating to the Order.
 
Delivery Deadlines are understood in terms of working days and correspond to average preparation times.
 
Delivery Deadlines run from the day that the Order is confirmed by the Seller.
 
11.2. Delivery Deadlines provided by OCTÉ are purely indicative. Late deliveries shall not result in damages or withholding of payment. It shall not lead to the cancellation of the order and/or other orders in progress.
 
11.3. In any case, the agreed deadlines shall be extended in case of force majeure. Force majeure events constitute the complete or partial work stoppage of OCTÉ staff, or the staff of its providers, subcontractors or carriers due to strikes, fire, flood, manufacturing accidents, machinery or tools breakdown, lack of raw materials, bans or embargoes on imports of exports, refusals or the reduction or withdrawal of import or export licences.
 
Article 12 – Checking the Order on Arrival
 
12.1. The Client is responsible for checking the state of the packaging in addition to the Goods upon delivery.
 
It is the Client's responsibility to express any reservations or complaints that he deems necessary, or indeed refuse delivery, if the package is visibly damaged upon delivery. The aforementioned reservations or complaints shall be addressed to the carrier by registered letter with proof of receipt within three working days, not including bank holidays, following the date on which the Goods were delivered.
 
Furthermore, the Client must send a copy of this letter to the Seller. The absence of a complaint within the abovementioned deadline, extinguishes all action against the carrier in accordance with Article L.133-3 of the French Code of Commerce. The Client must ensure that the Goods delivered correspond to the Order. In case of non-conformity of the Goods in nature or in quality, within the specifications detailed in the Delivery note, the Client must inform OCTÉ by e-mail and must send the Goods back to the address specified within the conditions of the Article below.
 
12.2. Before returning any merchandise to OCTÉ, the Client must ensure that the Goods are returned with all the documents and information required. The Client must provide a return number, previously named "Client return file", attributed by the Customer Service team when the complaint was made. This Client will receive confirmation of this number by e-mail.
 
The Client is responsible for the shipping costs to return the Goods to OCTÉ. OCTÉ is responsible for any postage costs to exchange equipment.
 
Any complaint that does not comply with the above requirements will release OCTÉ from any responsibility towards the Client.
 
Article 13 – Guarantee
 
13.1. OCTÉ Goods are guaranteed against any material or manufacturing fault for a period of one year from the invoice date. For certain products, OCTÉ can grant Customers an additional guarantee of 24 or 36 months. Interventions under the guarantee, especially the replacement, repair or modification of Goods will not result in its extension.
 
13.2. Under the guarantee, OCTÉ's sole obligation will be the replacement or repair of the Item or component found to be defective by its services. The guarantee does not provide for any indemnity or reimbursement payment whatsoever.
 
13.3. Defective Goods are returned at the Customer's cost and risk. If the claim is justified, OCTÉ shall reimburse the customer, upon receipt of proof, the costs of returning the Products and delivering the replacement products, these being delivered by EXW (Incoterms 2010) in France and FCA (Incoterms 2010) for products delivered to French overseas departments or territories or overseas.
 
13.4. The guarantee can only be made applicable provided that the Customer has informed OCTÉ of the fault affecting the Goods within 20 days of discovery and the Customer must be able to prove this date. The guarantee only applies for latent defects that make the Goods unfit for use and are unlikely to be detected before use.
Apparent defects, faults and deterioration caused by the normal wear of products or by an external cause are excluded from the guarantee and OCTÉ will not be liable for these. Neglect by the Client, lack of surveillance or any use of the Product that is not in compliance with its design purpose, function, technical characteristics and/or OCTÉ's instructions, or by a maintenance fault or a non-compliant installation, modification or repair to the Goods carried out by the Client are also excluded.
 
Goods that are modified, repaired or opened without OCTÉ's agreement are excluded from the guarantee. Specific Goods are excluded from this guarantee and are the subject of a special agreement between the Customer and OCTÉ.
 
13.5. OCTÉ's liability for defective Goods excludes any reparation for damage caused to property for professional use.
 
Article 14 – Intellectual Property Rights
 
The Seller, OCTÉ's brand, in addition to all other brands, figurative or otherwise and more generally, all other brands, illustrations, images and logos displayed on the Goods, accessories and packaging, whether filed or not, are and shall remain the exclusive property of the Seller. Any complete or partial reproduction, modification or use of these brands, illustrations, images and logos for whatever reason and on whatever media is strictly forbidden without express prior agreement from the Seller. The same applies for any combination or convergence with any other brand, symbol, logo and more generally and any distinctive feature to create a composite logo. The same applies for all copyrights, drawings, models and patents which are the property of the Seller.
 
Article 15 – Data Privacy
 
The information requested from the Client is necessary to process the Order. In the event that the Client consents to provide personal individual data, he has an individual right to access, withdraw and modify this data within the conditions provided for by French Law No. 78-17 of the 6 January 1978 relating to Technology, Files and Civil Liberties. The Client should address any written requests to OCTÉ Service Client, ZI St Arnoult, Route de Brezolles, 28170 Châteauneuf en Thymerais, France.
 
Article 16 – Force Majeure
 
Upon the occurrence of a fortuitous event or force majeure that disrupts or delays the execution of this Contract, the Seller's obligations to execute the terms of this Contract will be suspended.
 
The Seller shall warn the Client if such a fortuitous event or force majeure occurs within three (3) days following the event.
 
When the Seller's obligations to execute the Contract are suspended for longer than thirty (30) days, the Client may cancel the current Order and the Seller shall reimburse the Order within the conditions outlined in Article 10.2.
 
Article 17 – Non-waiver
 
If one of the Parties does not enforce any commitment from the other Party to one of the obligations outlined in these conditions, this shall not be interpreted in the future as a renunciation of the obligation in question.
 
Article 18 – Applicable law – Competent jurisdiction – Election of domicile
 
These General Conditions of Sale are subject to French Law and in a suppletive manner to the Vienna Convention for the International Sale of Goods. Any dispute arising from the General Conditions of Sale or in relation to these shall be submitted to the courts of Chartres, France, which is expressly accepted by the Client.