ARTICLE 1 – SCOPE OF AGREEMENT
The following terms and conditions apply to the SEIMI company, with a capital of 1.008.700 euros, whose head of office is located at 75 rue Amiral Troude in Brest (29200), constitute, in accordance with article L 441-6 of the French Commercial Code, the base plate of the commercial relationship between the parties.
Their purpose is to define the conditions under which SEIMI provides professional purchasers who request all the company’s products.
They apply without restrictions or reservations to all sales concluded between the seller and professional purchasers regardless of the clauses that may appear on the Purchaser’s documents, including its terms and conditions of purchase. The SEIMI’s General Terms and Conditions prevail over the General Conditions of Purchase.
In accordance with the regulations in force, these General Conditions of Sale appear in the catalog and are communicated to any professional Purchaser, to enable him to place an order with the Seller. Any order for Products and/ or Service implies, on the Purchaser’s side, the acceptance of the General Conditions of Sale.
ARTICLE 2 – ORDERS - PRICES
Prior to the first order, every Purchaser has the opportunity to ask the creation of a customer’s account based on a fill out form, the account will then be activated with the second order. Sales are completed only after express acceptance in writing, of the Purchaser’s order, by the Seller, through an express and written agreement, which will include, the availability of the requested products, as well as the order’s terms and conditions.
Orders must be confirmed in writing, using a purchase order issued by the purchaser.
For orders exclusively placed online, the order’s registration on the Seller’s website is made when the Purchaser accepts the Terms and Conditions of sale by ticking the box provided for this matter and validates his order.
This validation implies the acceptance of the entire present General Conditions of Sale and constitute a proof of the sales contract.
The inclusion of the order and the acceptance of it are confirmed with an email. The data recorded in the Seller’s computer system constitutes proof of all transactions concluded with the purchaser.
Any changes requested by the Purchaser cannot be taken into account, within the limits of the Seller’s possibilities and subject to its prior express and written acceptance.
Any modification or partial or total cancellation of the order by the Purchaser, since the sales contract’s creation, will be taken into account only if it has been accepted in writing by the Seller.
In any case, no modification or cancellation of the order by the Purchaser cannot relate on orders with products in preparation, or whose shipping procedure has started.
The product prices are established by reference to the current prices charged by the seller on the date of the order, in the specific commercial offer sent to the Purchaser. These rates are firm and non-revisable during their period of validity.
These prices are net, do not include the VAT and with any additional packing costs. They do not include transport, customs fees and other taxes and insurance that remain the Purchaser’s responsibility.
As an exception, special pricing conditions may be applied depending on the specificities requested by the concerned Purchaser, in particular, the terms and delivery times, or the deadlines and terms of payment. A specific commercial offer will then be sent to the Purchaser by the Seller.
The prices and sales conditions are subject to revision, to take into account variation of the cost of raw materials / or other elements in the cost price, and regarding the prices and the present conditions and particular conditions accepted for the sales transaction.
All price modification and sales conditions will take place when these prices are published on the website www.seimi.com..
Special discounts may be applied depending on the product categories, quantity, and where commercial objectives are defined between the Purchaser and the Seller.
ARTICLE 3 – PAYMENT CONDITIONS
Orders for manufactured equipment or specially ordered by a Purchaser outside the standard catalog program will be followed by a down payment of 30% minimum.
Orders are payable cash on order. By exception, for purchasers with a customer account, orders are payable by LCR.
In any case, payment deadlines are set in accordance with the provisions of article L.441-6 paragraph 5 of the French Commercial Code.
Invoices have to be paid in all circumstances at the Seller’s registered office.
The LCR payment method mentioned above for Purchasers with a customer account cannot, by express agreement between the parties, be delayed under any circumstance whatsoever. The claims made by the Purchaser cannot, in no way, report the order’s payment due date to which they relate.
The payment time period cannot with explicit agreement be delayed for any reasons whatsoever, the complaints made by the purchaser cannot report the payment deadlines.
There is no discount in case of early payment.
In the case of total or partial payment default, the day following the payment date shown on the invoices, the Purchaser must pay the company a penalty equal to three times the legal interest rate.
The legal interest rate used is the one used on the day of delivery of the goods.
This penalty is calculated on the inclusive amount of the sum remaining due, and runs from the invoice’s due date without any prior notice being required. All professionals that are behind schedule for payment, in addition, late filling penalties, will have to pay a fix allowance of 40 euros.
The late payment interest mechanism does not prelude – after notification by the seller of a formal notice, remained thirty (30) days without effect - the principle of the payment by the Purchaser, as a penalty clause, of compensation in an amount equal to fifteen (15%) of the remaining amount unpaid at the due date.
In addition, and without prejudice to the penalty’s application mentioned above, the Seller may suspend his obligations with respect to the order covered by the delay as well as all orders in progress until full payment of the amounts that the Purchaser remains obliged to him and / or ask the cash payment of any subsequent request.
As an exception to 30 days payment end of month, orders for manufactured equipment (or ordered) specifically for a customer outside the standard program of the SEIMI catalog will be followed by a 30% down payment.
ARTICLE 4 - DELIVERIES-RETURNS
Delivery times are only given as an indication by the Seller, when the order is made, and the responsibility of the seller cannot be held liable for late delivery. Therefore, no penalty or refund may be required against the Seller in case of late delivery. Cancellations for delay must have received a written agreement.
The Seller’s liability shall not be used in the event of suspension of delivery attributable to the Purchaser or in case of force majeure.
The products travel at the Purchaser’s risk and peril.
The Purchaser is obliged to check the apparent condition of the products upon delivery.
The Purchaser must:
- Take possession (loading and / or unloading) at the agreed place, date and time of the products subject to the order and check their compliance with the order.
- Report at each reception all damages regarding the products (in particular by indicating their written reservations on the document in which the carrier asks the Purchaser to give him discharge of the shipment) by proving with all relevant attachment the damages, the missing products, defects. The Purchaser checks the condition, the quantity, the quality, and more generally if the products respect the actual order or the dispatch note.
- Confirm the damages noted to the Seller by registered letter with acknowledgment of receipt within forty-eight (48) hours of receipt of the products. It is up to the Purchaser to provide any justification as to the reality of the missing anomalies and apparent defects found.
In the absence of reservations expressly made by the Purchaser upon delivery, the products delivered by the Seller shall be deemed to conform in quantity and quality to the order.
No claim can be validly accepted in case of non-compliance with these formalities by the Purchaser.
The Seller cannot be imposed by the Purchaser a refusal or a return of goods without the Seller being able to control the reality of the complaint. Therefore, all returned products must have expressly been agreed by the Seller, return form A 30. Any product returned without this agreement would be held at the disposal of the Purchaser and would not give rise to the establishment of a credit or a replacement.
In case of agreement, the material will be returned prepaid, by the transportation mode chosen by the Seller, and in its original packaging in good conditions with a copy of the delivery note, installation guide or invoice as well as the return form A 30. The Return Agreement will remain valid for a period of two weeks. Any return of material whose cause is not attributable to the Seller will be subjected to a reduction of ten (10) % minimum with a minimum fee of ten (10) euros. This reduction may be higher depending on the cause or condition of the returned merchandise. If the cause is attributable to the Seller, the cost of the return will be borne by the Seller according to its beam, and no discount will be applied. All goods, returned with carriage due will be systematically refused. Special orders and/ or fabrications (except catalogue) as well as all the products with an expiration date are not taken back or exchanged.
Any take accepted by the Seller will result in the establishment of a credit for the benefit of the Purchaser or the replacement of products to the Seller’s choice, after qualitative and quantitative verification of the returned products, and this, excluding any damages.
ARTICLE 5- TRANSFERT OF TITLE – TRANSFER OF RISKS
THE PRODUCTS IN WHICH THE SALES IS GOVERNED BY THESE CONDITIONS ARE SOLD WITH A CLAUSE THAT EXPRESSLY SUBORDINATES THE TRANSFER OF THEIR PROPERTY TO THE FULL PAYMENT OF PRICE IN PRINCIPAL AND ACCESSORIES.
It is understood that the simple receipt of a title creates an obligation to pay, treaty or otherwise, does not constitute a payment within the meaning of this clause, the Seller’s original claim against the Purchaser remaining with all the guarantees attached thereto, including retention of title until the bill of exchange has been paid according to these general conditions of sale.
The previous provisions do not preclude the delivery of the products (as defined by the present sales terms and conditions) the transfer to the Purchaser of the risks of loss or damages of the goods subject to retention of title as well as damages that they could cause.
The Purchaser must subscribe to an insurance covering all risks arising from the delivery of the products. The Purchaser hall – for products whose payment has not been made – always ensure that these are identified as property of the Seller and cannot be confused or subject to a claim by some third parties. Products in stock are presumed to be unpaid.
The Purchaser is prohibited from assigning in any form whatsoever as a guarantee, the ownership of the products. Products may be, at any time, and without the need for prior summons, taken at the expense of the Purchaser, by the Seller in the event of non-performance of its obligations by the Purchaser, without prejudice to the payment, in favour of the Seller of any damage interest in this respect. The Seller and his carrier will therefore be allowed to enter the premises of the Purchaser to remove the good covered by the retention of title clause. This procedure is not exclusive of other actions or legal proceedings that the Seller may decide to engage.
ARTICLE 6 – Seller’s Liability – Warranty
Guarantees are the SEIMI company’s guarantees to its suppliers who remain available within the company.
ARTICLE 7- FORCE MAJEURE
The parties cannot be held responsible if the non-execution or delay in the execution of any of their obligations, as described here, arises from a case of force majeure, Article 1218 of the French Civil Code.
The Party that notices the event, has to, without any delay, inform the other party of its inability to perform its service and justify it to it. The obligations ‘suspension may in no case be a cause of liability for non-execution, of the concerned obligation, nor include the payment of penalties of delay.
The performance of the obligation is suspended during all the force majeure time, if it is temporary. Therefore, when the cause of the suspension of their reciprocal obligations has stopped, the Parties will make every effort to resume as soon as possible the normal performance of their contractual obligations. For this purpose, the prevented Party will notify the other of the resumption of its obligation by registered letter with acknowledgment of receipt or any extrajudicial act. If the impediment is finial, the present ones will be purely and simply solved according to the modalities defined in the article “Resolution for force majeure”.
ARTICLE 8– DISAGREEEMNT
IT IS EXPRESSLY AGREED BETWEEN THE SELLER AND THE PURCHASER:
THAT WILL ONLY BE COMPETENT, IN CASE OF ANY DISAGREEMENT OF ANY NATURE, DISPUTE OR DIFFICULT OF INTERPRETATION OF THESE GENERAL CONDITIONS OF SALE AND MORE GENERALLY RELATING TO THE RELATIONS BETWEEN THE PARTIES, THE TRIBUNAL OF COMMERCE OF BREST. THIS CLAUSE APPLIES EVEN IN THE EVENT OF A REFERENCE, ANY INCIDENTAL REQUEST OR A PLURALITY OF DEFENDANTS.
ARTICLE 9 – APPLICABLE LEGISLATION – CONTRACTUAL LANGUAGE
By express agreement between the parties, these General Terms and Conditions of Sale and the resulting purchase and the sale transactions are governed by French law.
They are written in French. In the event that they are translated into one or several languages, only the French text will prevail in the event of a disagreement.
ARTICLE 10 – PURCHASER’S ACCEPTANCE
The present general sales conditions as well as the prices, and requests for the opening of an account, are expressly approved and accepted by the Purchaser, who declares and recognizes to have a perfect knowledge of it, and for this reason, gives up on taking advantage of any contradictory document and, in particular, its own general purchase conditions.
ARTICLE 11 – PERSONAL DATA
In the context of its contractual or pre-contractual relationship with the Purchaser, the Seller is required to process the following personal data:
- Name, first name;
- Address, phone, fax, e-mail;
- Information needed to process orders (payment data, order history ...);
- Choice in commercial prospecting.
SEIMI (the Seller) is the controller.
Why do we collect your personal data:
- for the management and the follow-up of the Purchaser's orders and requests for quotations, the follow-up of deliveries and invoicing, the follow-up of the customer relationship, the fight against fraud with payment methods, possible claims;
- to send you information about products and / or similar services;
- to send you commercial prospecting messages in accordance with the legal provisions in force.
These data are collected on the Purchaser's consent in accordance with Article 6.1 (a) of Regulation (EU) 2016/679 (General Data Protection Regulation - GDPR). These data are intended for the Vendor, as well as the service providers and subcontractors in charge of the follow-up of the commercial relation, the orders, the payments management and the shipping of commercial information on the Seller’s products.
If the Purchaser has consented by ticking the box on the purchase order, his data may also be transferred to the Seller's business partners to provide similar products and services.
The Purchaser may object at any time without charge to any commercial prospection by the Seller and / or any transfer of data concerning him to commercial partners by writing to the Seller at the address below.
The data collected is stored on servers located in France for a maximum period of 5 years following the end of the commercial relationship, excluding the legal obligation of archiving. No data is transferred outside the European Union.
In accordance with the provisions of Regulation (EU) 2016/679 RGPD, the Purchaser has a right of access to his data, a right of rectification or cancellation, a right to limit their processing, right to withdraw consent at any time, a right of portability and a right of objection to the collection of its data.
The Purchaser may use his rights with the Seller at the following address SEIMI EQUIPEMENTS MARINE 75 rue Amiral Troude 29218 Brest - or by email at email@example.com. He also has the right to lodge a complaint with the Commission Nationale Informatique et Libertés (CNIL) on its website www.cnil.fr or by post at 3 place de Fontenoy, 75334 Paris Cedex 07.