Conditions of Use - DISTRINEO

GENERAL TERMS OF SALE - DISTRINEO

This translation is given for informational purposes only. Legally speaking, only the French version of these conditions is valid.
Introduction
These terms are entered into firstly by the DISTRINEO company, a private limited liability company registered in the Business Register of LYON under number 450 866 157 00024 whose registered address is:
DISTRINEO SAS
6 allée Barthélémy Thimonnier
ZI le Chapotin nord
69970 CHAPONNAY
FRANCE
+33 (0)4 37 23 69 89
and secondly, legal entities and individuals who wish to purchase from DISTRINEO hereinafter referred to as the client.

Article 1 - Application of the general terms of sale - Binding general terms of sale
Placing an order implies the client´s full and unreserved acceptance of these general terms of sale, excluding any other documents such as leaflets and catalogues issued by DISTRINEO, which are only for informational purposes. No specific term may prevail over these general terms of sale, unless formally accepted in writing by DISTRINEO. Any of the client´s condition to the contrary shall therefore not be binding on DISTRINEO unless it is formally and previously accepted, whatever the date on which it was made aware thereof. The fact that DISTRINEO fails to claim at any given time any of these general terms of sale shall not be construed as constituting a waiver of its right to later claim anyone of the said terms.

Article 2 - Orders
2.1. Definition
To be valid, an order should indicate, inter alia, the amount, brand, type and item numbers of the sold products as well as the agreed price, payment terms, place and date of delivery or collection. Orders shall be not be final, even when placed through representatives or employees of DISTRINEO, before being confirmed in writing, by fax or by e-mail. Unless otherwise agreed, an order confirmation shall result in the client´s acceptance of the general terms of sale of DISTRINEO, its acknowledgement that it is perfectly aware thereof and a waiver of its right to claim its own terms of purchase. The benefit of the order is personal to the buyer and may not be transferred without DISTRINEO´s consent.
2.1. Order change
Orders placed with DISTRINEO are irrevocable to the client, unless otherwise accepted in writing by DISTRINEO. No request to change or cancel an order placed by a client may be taken into account by DISTRINEO, unless it is made in writing including by fax or e-mail and reaches DISTRINEO, before the effective collection of the price and before delivery of the products to the carrier with a view to delivery to the client. In the event of any change to the order by the client, DISTRINEO shall be exempted from the delivery times agreed for the performance thereof. If DISTRINEO does not accept the change or cancellation of the order, amounts paid by the client to DISTRINEO shall result in the establishment of a credit note and failing the client´s agreement on that method of refund, amounts paid shall remain DISTRINEO´s property as damages. DISTRINEO reserves the right to make any change it deems useful to its products and to change the models shown in its leaflets without prior notice.
2.3. Order refusal
In the event a client placed an order with DISTRINEO, without making full payment for previous order(s), DISTRINEO may reject the order without the client claiming an unjustified refusal to sell or claiming any compensation for any reason.

Article 3 - Prices
The products are supplied at the price applicable upon the order date, expressed in Euros and according to applicable price schedules including the VAT applicable on the order date ; any change in the rate may be passed on to the prices of the products or services. The price specified in the order confirmation by DISTRINEO shall always be without delivery costs. Any taxation, tax, duty or other fee to be paid under French regulations or regulations of a foreign country shall be the client´s responsibility. DISTRINEO reserves the right to change such prices at any time including as a result of any change in the prices of its own suppliers. Any price change shall be automatically applicable on the date specified in the new price list.

Article 4 - Price payment
4.1. Settlement method
The price is payable in advance by bank transfer unless otherwise agreed previously and in writing by DISTRINEO for another settlement method and/or deferred payment. In the event the client refuses the advance payment, DISTRINEO may refuse to accept, confirm or fulfil the order placed by the client without the client claiming an unjustified refusal to sell or claiming any compensation. DISTRINEO does not intend to grant any discount for payments in advance or on a date before the date possibly agreed by DISTRINEO and the client.
4.2. Order suspension
DISTRINEO reserves the right to suspend any processing of the order and any delivery until the full payment of the price or if it appears that the client has not paid for previous order(s) in full.
4.3. Late payment interests - Penalty clause
Any amount outstanding on term shall result in the client´s payment of penalties set to three times the legal interest rate. Such penalties are payable automatically without prejudice to DISTRINEO´s right to terminate the sale contract at its option. In the same way, the client shall owe DISTRINEO, as a penalty clause, a 10 % increase of outstanding amounts per late month.
4.4. Termination clause
In the event of an even partial failure to pay, the sale shall be automatically terminated forty eight hours after an unsuccessful injunction sent by ordinary mail, at the option of DISTRINEO, which may seek, in summary proceedings, the return of the products, without prejudice to any other damages. The termination shall apply not only to the respective order but also to all previous unpaid orders, whether delivered or being delivered, and whether the payment thereof has fallen due or not. In the event of payments by commercial paper, any failure to return the instrument shall be deemed an acceptance refusal and likened to a failure to pay. In the same way, when the payment is spread, any failure to pay a term shall result in the immediate payability of the whole debt, without an injunction. In all above cases, amounts that may be owed for other deliveries or for any other cause, shall become immediately payable if DISTRINEO does not opt for the termination of the respective orders. The client shall reimburse all costs in connection with the collection of outstanding amounts, including law officials´ fees. In no event may payments be suspended or be the subject of any offsetting without DISTRINEO´s prior and written consent. Any partial payment shall first be applied to the non secured fraction of the claim, and then to amounts whose payability is senior.

Article 5 - Delivery
5.1. Terms
Deliveries are made in accordance with the order confirmation issued by DISTRINEO or by direct delivery of the product to the client, or by simple notice of availability, or by delivery to a shipper or carrier.
5.2. Drop Shipping
This service is no longer available.
5.3. Delivery time
Delivery times are given for informational purposes only, and deliveries are made in the order of order arrival and subject to DISTRINEO´s supply and carrying possibilities. DISTRINEO is authorised to carry out whole or partial deliveries. Delivery delays shall lead to no penalty or compensation, nor be ground for any order cancellation or termination. Penalty clauses appearing on the client´s stationery shall not be binding upon DISTRINEO. At any rate, no delivery may be made if the client is not up to date in its duties to DISTRINEO, whatever the reason therefor.

Article 6 - Risks
The client bears all the risks upon the shipping from DISTRINEO´s warehouses. The products travel at the client´s risks, and the client shall be responsible, in the event of any damaged, missing or non compliant product, for making all necessary comments on the delivery slip and confirming its reserves by registered mail with receipt confirmation to the carrier within two days following the delivery of the goods. The client shall advise DISTRINEO simultaneously by registered mail with receipt confirmation, fax and / or e-mail. Any product for which the client has not expressed reserves shall be deemed accepted by the client and cover any defect, apparent non conformity and / or missing product.

Article 7 - Acceptance
Without prejudice to provisions to be made with the carrier, claims of apparent defects or non-conformity in the delivered product in relationship to the ordered product or shipping list, should be expressed to DISTRINEO by registered mail with receipt confirmation, fax and / or e-mail within two days of the product delivery. The client shall be responsible for providing any evidence of the existence of the defects or anomalies found. It shall give DISTRINEO any facility to acknowledge the defect or non-conformity and remedy the same. It shall refrain from acting itself or having a third party interact for that purpose. For packaged products, weights and measures shall be evidence of delivered amounts.

Article 8 - Returned products
8.1. Terms
No return of goods may be made by the client without DISTRINEO´s prior and written agreement, given by fax or e-mail. Returned goods should include a return number previously given by DISTRINEO and should be in the condition they were in upon delivery and in their original packaging. Any produce returned without such prior agreement and / or without a return number shall be kept available for the client and shall not lead to replacement nor to a credit note. Return costs shall be borne by DISTRINEO (only in the event of a delivery error) except in the case where it is found that the returned product does not meet the original statement made by the client in the return slip.
8.2. Consequences
When based on the quality and quantity check of the goods returned by the client, an apparent defect, a non-conformity or missing product is indeed acknowledged by DISTRINEO, the client may be granted, at DISTRINEO´s option, the replacement of the product or the establishment of a credit note, without the client being entitled to any compensation or the termination of the order.

Article 9 - Reservation of title
The transfer of the title to our products is suspended until the full payment of the price thereof by the client, in principal and related amounts, even if a payment time extension is granted. Any clause to the contrary, including as inserted in the general terms of purchase, shall be deemed not to exist. By formal agreement, DISTRINEO may exercise its rights under this reservation of title clause, for any of its claims, on all its products held by the client, as the same shall be deemed by contract to be the unpaid ones, and DISTRINEO may take the same back or claim the same as compensation for any unpaid invoice, without prejudice to its right to terminate current sales.

Article 10 - Warranty
10.1. Scope
DISTRINEO does not guarantee its products other than against latent defects in accordance with article 1641 of the Civil Code and on the following terms. The warranty only applies to products that have regularly become the property of the client. As the client is deemed to be a professional, a latent defect is understood as a manufacturing defect in the product making it unfit for its intended use and that cannot be detected by the client prior to use. A designing defect is not a latent defect and the client shall be deemed to have received all technical information relating to the sold products.
10.2. Exclusions
The warranty shall not apply to apparent defects. Defects and deterioration caused by natural wear, or any change, adaptation or assembling, whether abnormal or not, of the product, that is not provided for nor specified by DISTRINEO or resulting from abnormal storage and / or conservation conditions at the client, including any accident of any kind shall not be entitled to the warranty owed by DISTRINEO.
10.3. Use conditions
In order to exercise the warranty, the client should advise DISTRINEO promptly upon finding of the defect, by registered mail with receipt confirmation together with the product purchase invoice. The client is responsible for furnishing evidence of the date of such finding. Under the warranty, DISTRINEO´s only duty shall be, at its option, to change or repair the product or part found to be defective except if that compensation method is impossible or out of proportion for any reason. Actions under the warranty shall not cause the extension of the duration thereof. Possible carriage costs shall be the client´s responsibility, and the client shall be entitled to no compensation in the event of the immobilisation of the good, whatever the duration thereof, in connection with the application of the warranty

Article 11 - Access to the web site
DISTRINEO reserves the right to grant the client a right to access its web site « www.distrineo.com » allowing it to get secure information regarding the prices of the products sold by DISTRINEO, their availability and possibly, place online orders. No refusal or withdrawal of that right to access the web site may constitute a refusal to sell. All items of the « www.distrineo.com » web site, whether visual or sound, including underlying technology, are protected by copyrights, patents and trademarks. They are DISTRINEO´s exclusive property. A client that has a web site of its own and wants to insert, for its personal use, a simple link on its site to directly direct to the sites of the DISTRINEO company shall request DISTRINEO´s prior and written permission. In all cases, any unauthorised links hall be withdrawn on DISTRINEO´s request. DISTRINEO´s liability shall not be incurred for any inconvenience or loss pertaining to the use of the Internet network, including a service interruption, an outside intrusion or the presence of a computer virus or any other event beyond its control. The client´s information are used for business purposes. It is necessary for the processing of its order, which may not be entered without such information. In accordance with the Information System and Liberty Act dated January 6, 1978, the client has a right to access, rectify and object to such information which right may be exercised at any time by sending a letter to DISTRINEO.

Article 12 - Auction sale prohibition
The client shall refrain from selling DISTRINEO products to an individual or legal entity through an auction sale web site. Failing, DISTRINEO may reject any of the client´s orders.

Article 13 - Jurisdictional clause - dispute
DISTRINEO´s official address shall be at its registered address. Any dispute regarding the application of these general terms of sale or the interpretation and performance thereof and of sale agreements entered into by our company shall be brought before the Business Court of LYON, whatever the place of order, delivery and payment and payment method, and even in the event of summary proceedings, counterclaims, or several defendants or impleaders, and whatever the payment terms and methods, without jurisdictional clauses appearing in the buyer´s documents preventing the exercising of this clause.

Article 14 - Applicable law
Any issue relating to these general terms of sale and to the sales governed by them, and not covered by these contractual provisions, shall be governed by the laws of France, excluding any other law.

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