- The aim of this document, referred to hereinafter as “the General Terms and Conditions”, is to define all the general terms and conditions for the supplying of products, referred to hereinafter “the Products”, ordered by the customer, referred to hereinafter as “the Customer”, from the company CS FRANCE, referred to hereinafter “CS FRANCE”, referred to hereinafter jointly as “the Parties”.
- The contractual relations between the Parties are formalised by a document which defines the special terms and conditions applying to the service ordered by the Customer, referred to hereinafter as “the Contract”.
- The formalisation of the Contract implies the prior acceptance of these General Terms and Conditions. The Customer therefore acknowledges that it has been clearly informed of the fact that its agreement concerning the content of these General Terms and Conditions does not require this document to be signed by hand.
- These General Terms and Conditions shall apply to every Contract formalised between the Parties, irrespective of the clauses featuring in the Customer’s documents, and in particular their general terms and conditions of purchase over which these General Terms and Conditions take precedence.
- CS FRANCE reserves the right to adapt or amend these General Terms and Conditions at any time. If an amendment is made, the General Terms and Conditions in force on the order data shall be applied to each order.
- If CS FRANCE does not avail of one of these General Terms and Conditions at a given time, it shall not surrender the right to avail of the same at a later date.
- Documents other than these General Terms and Conditions, in particular catalogues, prospectuses, advertisements and notices shall be provided for information and guidance only and shall be non-contractual.
- The Contract shall be deemed to have been concluded on the date of receipt by CS FRANCE of a duly accepted estimate, dated and signed by the Customer, or the transmission by CS FRANCE of written confirmation of the Customer’s order in the form of an acknowledgement of receipt. The estimate must be accepted by the Customer within the validity period mentioned on it from its issuance unless otherwise specified. CS FRANCE may accept the Customer’s order as a result of the delivery of the Products.
- CS FRANCE shall only accept written orders. No orders placed by telephone shall be taken into account.
- CS FRANCE shall only accept orders for a minimum amount of €100 excl. tax.
- A Contract may not be amended or cancelled without the specific prior written agreement of CS FRANCE, in the absence of which the price agreed upon in the Contract shall be invoiced in full to the Customer and shall be payable immediately.
- If the Customer requests an amendment to the Contract, the terms defined by CS FRANCE in its estimate, in particular the price, may be amended as a corollary by means of an additional clause.
- The Customer shall define its requirements independently. The information provided by the Customer shall be deemed to be accurate and does not need to be verified by CS FRANCE. CS FRANCE is not bound by an obligation to offer advice to the Customer in terms of adapting the Product to its requirements or activity.
1.1 The price is stated in the Contract and is established under the terms of Article II. The price is firm and definitive as of this date. Orders placed outside of the validity period of estimates or proposed prices shall be subject to the
CS FRANCE rates or price scales in force on the date of confirmation of the order by CS FRANCE.
1.2 All prices are stated exclusive of tax ex works.
1.3 CS FRANCE reserves the right to amend its prices at any time. However, products for which orders have already been placed shall be invoiced at the price agreed when placing the order.
- Payment terms
2.1 Unless otherwise specified, CS FRANCE invoices shall be payable within 30 days of their issue date. The Customer’s payment shall be irrevocable. Under no circumstances may payments owed to CS FRANCE be suspended or subject to any kind of reduction or offsetting without the prior written agreement of the latter. A maximum discount of 0.5% on the total amount stated in the invoice may be granted if payment is made at the latest 15 days after the invoice date.
Payments are always considered to apply in the first instance to default interest and then to the oldest debt.
2.2 In the event of a delay in the payment of amounts owed by the Customer, late fees calculated according to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points on the price including tax stated in the invoice shall be automatically and lawfully payable by the Customer without any formality or prior notification.
A lump sum amounting to €40 shall also be lawfully payable to cover recover costs in the event of payment later than the date stated in the invoice. If the recovery costs exceed this lump sum, additional compensation shall be payable upon presentation of the supporting documents.
2.3 In the event of a delay in the payment of amounts owed by the Customer:
– all the amounts owed by the latter, in any context whatsoever, to CS FRANCE shall become immediately payable without the fulfilment of any judicial formality.
– CS FRANCE reserves the right to suspend any current orders and / or services.
– CS FRANCE may also avail of the provisions of Articles VI and X of these General Terms and Conditions.
2.4 In the event of the granting of payment terms by CS FRANCE to the Customer, an acceleration clause shall be systematically and tacitly accepted by the Customer. This means that, in the absence of payment of a single instalment, the balance owed by the Customer shall be payable immediately in full. All payment periods granted to the Customer must be based on a specific written agreement with CS FRANCE.
- Products shall be delivered directly to the Customer in the location stated in the Contract. Products shall be delivered to the Customer’s address unless otherwise specified.
- The delivery periods are provided for information purposes only and do not constitute fixed periods; penalties, compensation or cancellation of the contract may not be imposed if these periods are exceeded. The penalty clauses which may feature in the Customer’s commercial documents are therefore unenforceable against CS FRANCE.
- In all events, deliveries may only be made within the deadlines if the Customer has fulfilled all its obligations towards CS FRANCE irrespective of the cause.
The transfer of risks associated with the Products sold shall take place on the delivery date as defined in Article IV of this document. Shipment and transport shall therefore take place at the risk of CS FRANCE.
- CS FRANCE shall reserve ownership of the Products sold to the Customer until their price has been paid in full by the Customer. The issuance of a bank draft or cheque does not constitute payment within the meaning of this clause.
- In the event of the transformation of the Products sold, the reservation of ownership clause shall apply to the transformed Products. In the event of the resale of the Products by the Customer, either in their original form or after transformation, the Customer undertakes to transfer to CS FRANCE the price paid by the sub-purchaser up to the price of the Products still payable.
- The Customer must check the condition, number and conformity of the Products at the time of delivery. The Customer must notify CS FRANCE by registered letter with acknowledgement of receipt within three (3) calendar days from the Product delivery of any reservations concerning the Products. The Customer must also notify the transport company within the same deadline of said reservations. In the absence of notification (to CS FRANCE or the transport company) within 3 days, no further claims may be dealt with by CS FRANCE and its liability shall not be invoked.
- If reservations are expressed, the Customer shall be required to provide evidence of the existence of any defects, non-conformities of damage which may have been identified. The Customer shall give CS FRANCE the opportunity to record these irregularities and propose a suitable plan. If the Customer intervenes personally or via a third party to deal with an irregularity,
CS FRANCE shall decline all responsibility with respect to the alleged irregularities.
- The Customer shall not return any Products without the prior written agreement of CS FRANCE. The return costs shall only be charged to CS FRANCE if the Customer’s reservation was actually recorded by the latter or its representative. Products must be returned in their original packaging.
- If a non-conformity, defect, fault or damage is identified by CS FRANCE or its representative after verification, CS FRANCE shall have the option of either replacing the Product, without the Customer being entitled to claim any compensation whatsoever, or cancelling the order.
- The claim presented by the Customer under the terms and conditions described in this article shall not invalidate its obligation to pay for the products concerned.
- If the Products are declared compliant after verification, a credit note taking into account a 20% discount on the invoiced amount shall be drawn up for the benefit of the Customer by way of compensation for CS FRANCE.
- The Customer shall specifically refrain from claiming any indirect or consequential damage from CS FRANCE (such as operating losses, commercial harm, etc.) which it may incur or which could be claimed by a third party within the framework of performance of the Contract.
- In the event of an infringement by CS FRANCE, its liability shall in all events be limited to the contractual amount excluding tax.
The liability of CS FRANCE shall not be invoked in the event of an occurrence outside the control of CS FRANCE which prevents or delays the execution of the order and in particular in the case of force majeure, a shortage of raw materials, unexpected production difficulties, production limitation or stoppage, subcontractor or supplier difficulties, strikes, economic or political disruption due to an event such as war, civil war, embargo, transport difficulties or associated events such as adverse weather. The delivery and service production periods shall be extended accordingly.
CS FRANCE shall be lawfully entitled in these cases to cancel the Contract without completing any legal formality by simple registered letter with acknowledgement of receipt.
- In the event of the violation by the Customer of the obligations under these General Terms and Conditions, and in particular those set forth in Articles III and XII herein, CS FRANCE may lawfully terminate the contract concerned and all or part of the contracts in force, regardless of whether their payment is due, without completing any legal formality without prejudice to the damages that it may be entitled to claim. The termination decision shall be notified by registered letter with acknowledgement of receipt.
- Any instalments paid by the Customer shall be retained by CS FRANCE without prejudice to any other legal action that it may be entitled to take in this context against the Customer.
In the event of legal action or any other action intended to recover the debt incurred by CS FRANCE, the debt enforcement costs, court costs, lawyers’ and bailiffs’ fees and any ancillary costs shall be payable by the customer at fault in addition to the associated costs and those stemming from non-compliance by the customer with the payment terms pertaining to the order concerned. Furthermore, the Customer shall pay compensation equivalent to 15% of the total amount of the unpaid invoice excluding tax as part of the penalty clause.
The performance of the Contract shall not result in the assignment to the Customer of the rights of CS FRANCE concerning methods, processes, know-how, all kinds of technical documents and plans created or implemented by the latter or trademarks and, more generally, intellectual property rights held by CS FRANCE.
It is specifically agreed that the Parties shall accept the unforeseen risks of changes in circumstances upon conclusion of the Contract which could render its performance excessively difficult for either Party.
CS FRANCE is involved in the processing of personal data. CS FRANCE (135 rue Edouard Isambard – 27120 PACY-SUR-EURE, entered in the Trade and Companies’ Register of EVREUX under number 542 029 83) is the data controller.
The data concerned consists of data provided directly by the Customer at the time of the order and / or creation of a customer account (civil status, first name and surname, postal address, age and date of birth, email address, telephone number, SIREN n°, SIRET n°, etc.). The physical entity concerned shall have the right to amend this information at any time by sending an email or registered letter with acknowledgement of receipt to CS FRANCE.
CS FRANCE shall collect, record, use and retain personal data on the basis of the Customer’s consent, the Contract concluded with the Customer and its legitimate interest.
The aim of the collection, recording, use and retention of data is to:
- create the Customer account
- manage the Customer account
- execute and monitor the order
- manage payment and delivery operations
- manage Customer relations
- manage communication and the monitoring of exchanges
- commercial prospecting
- manage requests to access, correct and oppose the processing of the personal data of the data subjects.
The personal information collected shall be retained for as long as is necessary for the management and monitoring of the Customer’s order and the management and monitoring of any disputes which may arise after the order. The processed data shall be stored according to the legal limitation and retention periods and in particular those applying to fiscal, commercial and accounting matters.
In order to fulfil the purposes described above and within the limits required for the pursuit of these purposes, the Customer’s data may be shared with the employees and agents of CS FRANCE who are entitled to process said data on account of their position. The information collected may also be shared with third parties linked to CS FRANCE by a contract for the performance of subcontracted tasks required for the management and monitoring of the order, the management of the Customer’s account and the management and monitoring of payment and delivery operations without the Customer’s authorisation being required. Within the framework of the provision of their services, third parties shall only have limited access to the data and shall be contractually bound to use it in compliance with the provisions of the applicable legislation concerning the protection of personal data.
Furthermore, other recipients may have access to all or some of the personal data depending on their degree of authorisation and the purpose, namely police forces and legal authorities particularly in the case of judicial requisition.
In accordance with the applicable legal and statutory provisions, in particular the amended law n°78-17 of 6 January 1978 relating to information technology, files and civil liberties and the European regulation n°2016/679/EU of 27 April 2016, the Customer shall have the right to access, correct, transfer and delete its data (unless it is required for the performance of the contract or necessary to comply with the legal obligations of CS FRANCE or to identify or exercise the rights of CS FRANCE) or limit its processing as well as the right to define instructions concerning the treatment of the data after the Customer’s death. The Customer may also oppose the processing of its personal data for legitimate reasons and shall have the right to oppose prospecting, in particular that of a commercial nature.
These rights may be exercised with respect to CS FRANCE who collected the personal data in the following manner:
CS FRANCE – Service Comptabilité,
135 rue Edouard Isambard – 27120 PACY-SUR-EURE
By email : firstname.lastname@example.org
The request must be accompanied by an identity document. The Customer may also submit a claim to the national commission for data protection and liberties (CNIL).
- These General Terms and Condition and the Contract shall be governed by French law.
- ANY DISPUTES ARISING AS A RESULT OF THE GENERAL TERMS AND CONDITIONS AND THE CONTRACT CONCERNING THEIR VALIDITY, INTERPRETATION, EXECUTION, TERMINATION, CONSEQUENCES AND REPERCUSSIONS SHALL COME WITHIN THE EXCLUSIVE COMPETENCE OF THE JURISDICTIONS ASSIGNED TO THE REGISTERED OFFICES OF CS FRANCE.
- If the Customer intends to take legal action, said action must be initiated within a period of one year following the delivery; legal action shall not be permitted upon expiry of this deadline.