ELLCIE HEALTHY SAS
Société par Actions Simplifiée
Capital social de 127 500 euros
RCS NICE – APE 6201z
N° Intracommunautaire : FR 19 820 129 344
Article 1 – Subject matter and Scope
Any order of products implies the acceptance without reserve by the purchaser and its full and whole adhesion to the present general conditions of sale which prevail on any other document of the purchaser, and in particular on all general conditions of purchase, except agreement derogatory express and prior to our company.
These general conditions of sale apply to all sales of products by our company unless specific agreement prior to the order agreed in writing between the parties.
Consequently, the placing of an order by a customer carries the unreserved acceptance of the latter, to these terms and conditions of sale, unless special conditions granted in writing by our company to the customer.
Any other document than the present general conditions of sale and in particular catalogs, prospectuses, advertisements, notices, has only informative and indicative value, not contractual.
Article 2 – Intellectual property
All technical documents given to our clients remain the exclusive property of ELLCIE HEALTHY sole owner of intellectual property rights on these documents, and must be returned to it at his request.
Our customers undertake to make no use of these documents, which may infringe the industrial or intellectual property rights of our company and undertake not to disclose them to any third party.
Article 3 – Offers / Orders
3.1.1. Concerning the offers
The prices given by telephone by a representative or an agent are only indicative and can not be considered as a commitment unless they have been confirmed by a written offer.
Management reserves the right not to accept an order and will notify by letter addressed within 8 days after signing the order form.
Offer only considers items available at the time of customer contact. It can be withdrawn if there is a change in the manufacture of our suppliers.
The offer commits our Company only during the period specified by it, otherwise, the offer is indicative.
3.2 Modification – Cancellation
3.2.1. The orders transmitted to our company are irrevocable for the customer, except written acceptance on our part.
3.2.2. Any request to change the composition or volume of an order placed by a customer can be taken into account by our company, if the request is made in writing including fax, (EDI) Electronic Data Interchange or email and reached our company no later than 3 (three) days before the originally scheduled delivery date.
In the event of modification of the order by the customer, our company will be released from the agreed deadlines initially for its execution without the customer being able to claim any compensation for any reason whatsoever.
3.2.3. In case of cancellation of the order by the customer after its transmission to the company, for any reason except force majeure:
– the deposit paid to the order, as provided in Article 3.1. these General Conditions of Sale will automatically be acquired by our company and may not give rise to any refund.
– in the event that no deposit has been paid to the order by the customer, an amount corresponding to 30 (thirty)% of the total invoice will be acquired to our company, as damages and as compensation for the damage thus suffered.
Article 4 – Delivery
Delivery costs (shipping, transport, specific packaging …) are calculated and indicated prior to placing the order.
These additional fees vary depending on the value of the Products ordered, the place of delivery and the delivery method chosen.
The payment requested from the Customer corresponds to the total amount of the sale, including these costs.
4.1 Delivery Times
The deadlines are those in force in the branch of activity.
Our company strives to respect the delivery deadlines that it indicates to the acceptance of the order, in particular according to the logistic time of reference in the profession, the availability of the carriers and the order of arrival of the orders , and to execute orders except force majeure or circumstances beyond his control, such as strikes, freeze, fire, storm, flood, epidemic, supply difficulties, without this list being limiting.
Cases of force majeure and any unforeseen event, hindering, decreasing, disorganizing our means of delivery or those of our suppliers, extend our delivery times by as much, or leave us the possibility of canceling orders without compensation from the society.
In any case, no late payment penalty can be requested from the company in the following cases:
– if the order has been modified by the customer after its acceptance by the company;
– if the manufacturing or delivery times are obviously too short and this has been made known to the customer by any means upon receipt of the order;
– if the goods have been delivered in due time to the independent carrier so that the delivery times are respected;
– for any case of force majeure. The penal clauses appearing on the commercial papers of our customers are unenforceable.
The transfer of risks on the products sold by our company, as well as the corresponding transfer of the risks of loss and deterioration relating thereto, are made upon delivery of the products to the third party carrier to the company, at the exit of our warehouses and / or points of sale in the event of removal by the customer or delivery of products to the customer when the latter is insured by the company.
Whatever the mode chosen, the customer is required to check the condition and quantity of the products upon delivery. In the absence of reservations expressly made by the customer during the delivery, the products delivered by the company will be deemed to comply.
However, if no dispute has reached us within two hours after delivery, the delivery will automatically be considered validated, the delivery note resulting in billing thereof.
Concerning the liability of the third party carrier to the company, any product that has not been the subject of reservations by registered letter with AR sent by the customer within 3 (three) days of receipt from the carrier, in accordance with Article L. 133-3 of the Commercial Code, and copy of which will be sent simultaneously to our company, will be considered accepted by the customer.
Without prejudice to the provisions to be made by the customer to the carrier as described in Article 4.2, in the event of apparent defects or missing, any claim, whatever its nature, relating to the delivered products , will be accepted by our company only if it is carried out by any means within two hours of delivery and confirmed in writing on the delivery note or on the consignment note and by registered letter with acknowledgment of receipt, within the time limit of 3 ( three) days provided for in Article 4.2.
It is up to the customer to provide all the justifications as to the reality of the defects or missing ones noticed.
No return of goods can be made by the customer without the express prior written consent of our company, including by fax or e-mail.
Return costs will be borne by our company only in the event that an apparent defect, or missing items, is actually noticed by the latter or his representative.
Only the carrier chosen by our company is authorized to return the products concerned.
When after inspection an apparent defect or a missing is actually found by our company or his representative, the customer can ask our company that the replacement of the non-compliant items and / or the supplement to be provided to fill the gaps at the expense of that without the latter being able to claim any compensation or the resolution of the order.
The unreserved receipt of the products ordered by the customer covers any apparent and / or missing defects.
The claim made by the purchaser under the conditions and in the manner described by this Article does not suspend the payment by the customer of the goods concerned.
The responsibility of our company can not in any case be blamed for facts during transport, destruction, damage, loss or theft, even if it chose the carrier.
4.4 Delivery Suspension
In the event of non-payment in full of an invoice that has expired, after formal notice that remains ineffective within 48 hours, our company reserves the right to suspend any delivery / order in progress and / or to come without the customer can not claim any compensation for any reason whatsoever.
4.5 Cash Payment
All orders we agree to execute are, given the fact that the customer presents sufficient financial guarantees, and that it will actually pay the amounts due at their due date, in accordance with the legislation.
Also, if our company has serious or particular reasons to fear payment difficulties on the part of the customer on the date of the order, or after this one, or if the customer does not present the same guarantees as the date of acceptance of the order, our company may subject the acceptance of the order or the continuation of its execution to a cash payment or to the provision, by the customer, of guarantees for the benefit of our company.
Article 5 – Tariff – Price
The tariff in force can be revised at any time, after preliminary information of our customers by respecting a reasonable period of thought.
The tariff and the invoicing are established in euros, except stipulations other on the purchase order.
The customer may benefit from discounts, rebates and discounts included in the company’s rates, depending on the quantities acquired or delivered by our company in one go and one place, or the regularity of its orders.
5.2.1. Our prices are fixed by the tariff in force on the day of the placing of the order.
5.2.2. The fact that in some cases the shipment is made “free” or that the seller or a commission agent has performed, on behalf of the customer, the shipment of the order does not change the rules above and below and the effects attached to the date of the availability of the goods in our warehouses, warehouses or stores belonging to our company.
5.2.3. They are calculated net and without discount.
For prices specified by quantity, any order for a smaller quantity will result in a change in the price indicated.
Thus, in the event that the customer changes after ordering the quantities of products ordered, the company can adjust the price initially agreed by including the additional costs (shipping, packaging …) related to this order change and provide the Customer with a new quote taking into account these changes.
In the event that this change of order would result in a sale at a loss after incorporation of the shipping costs by us or by a third party, the company will have the opportunity to refuse to honor the order.
Article 6 – Terms of Payment
Our invoices are calculated net, without discounts, and payable in cash in the absence of date expressly mentioned on the invoice.
Any amount not paid at the end of the term will result in the payment by the customer of penalties fixed at one and a half times the legal interest rate.
Late payment penalties are due without the need for a reminder.
Any professional in a situation of late payment is automatically debtor, in respect of the creditor, a fixed compensation for recovery costs, the amount of which is fixed by decree.
It amounts to 40 euros (implementing decree n ° 2012-1115 of 2 October 2012).
When the collection costs incurred exceed the amount of this lump sum compensation, the creditor may request additional compensation, upon justification.
However, the creditor may not invoke the benefit of these indemnities when the opening of a procedure for safeguarding, reorganization or liquidation prohibits the payment at maturity of the claim due to him.
In addition, our company reserves the right to appeal to the Tribunal de Grande Instance of NICE so that it can stop this non-performance, under daily penalty per day of delay.
Article 7 – Guarantee of apparent and hidden defects
7.1 The products must be verified by the customer upon delivery, and any claim, reservation or dispute relating to apparent defects and defects must be carried out under the conditions set out in Article 4.
In case of apparent defects, the defective products are replaced by us, subject to verification of alleged defects.
The customer must provide any justification as to the reality of the defects found, our company reserving the right to proceed, directly or indirectly, to any finding and verification on the spot.
7.2 The denunciation of the existing defects at the time of the delivery, and revealed after the reception of the products, will have to be formulated by the customer in writing within 3 days following the date on which it will have discovered the lack of conformity.
No denunciation will be taken into account if it intervenes more than 3 clear days from the delivery of the products.
No denunciation will be taken into account if it intervenes more than 3 clear days from the delivery of the products.
7.3 Defects and deteriorations of the delivered products resulting from abnormal conditions of transport, storage and / or conservation at the customer, in particular in the event of an accident of any nature whatsoever, will not be able to give right to the guarantee due by our society.
7.4 Under the warranty of hidden defects, our company will be held only replacement free of charge, defective goods, without the customer can claim damages, for any reason whatsoever.
7.5 Our company guarantees its products against hidden defects, in accordance with the law, the usages, the jurisprudence, and under the conditions above and hereinafter enumerated.
Our warranty only applies to products that have become the regular property of the buyer.
It only applies to products manufactured entirely by our company.
It is excluded when our products have been used under unspecified conditions of use or performance.
Our guarantee only concerns hidden defects.
Article 8 – Force majeure
Are considered as force majeure or fortuitous events, events beyond the control of the parties, that they could not reasonably be expected to provide, and that they could not reasonably avoid or overcome, to the extent that their occurrence renders totally impossible the execution of the obligations.
Are notably assimilated to cases of force majeure or fortuitous discharging our company from its obligation to deliver within the deadlines initially envisaged: the strikes of all or a part of the personnel of our company or its habitual carriers, the fire, flooding, war, production stoppages due to unforeseen breakdowns, impossibility to be supplied with raw material, epidemics, thaw barriers, roadblocks, strike or breakage of energy supply as l electricity, gas, water, fuel or any other energy, or supply disruption for a cause not attributable to our company, as well as any other cause of supply disruption attributable to our suppliers.
In such circumstances, our company will notify the customer in writing, including by fax or e-mail, within 24 hours of the date of occurrence of events, the contract binding our company and the customer then being suspended by right without compensation, to from the date of occurrence of the event.
If the event were to last more than 30 days from the date of its occurrence, the contract of sale concluded by our company and its client may be terminated by the most diligent party, without any of the parties can claim damages.
This termination will take effect on the date of first presentation of the registered letter with acknowledgment of receipt denouncing said sales contract.
Article 9 – Quality / Storage
To maintain the quality of our products, it is necessary to store them indoors in a clean, odorless, dry place, protected from moisture.
The storage space should be closed, temperate, protected from frost and sun, at a temperature between + 5 ° C and + 40 ° C.
The first products entered will be the first out.
In the case of transport by container, the temperature and storage requirements must be strictly observed.
Our Company disclaims all liability for failure to comply with this clause.
Article 10 – Publicity
Advertising, in any form whatsoever, relating to an item or equipment offered to the customer, can not be considered as giving an immutable definition of this model, the buyer’s attention being drawn to the fact that the manufacturer reserves the right to make changes at any time that it deems necessary or useful for its manufacture, without any obligation to make such modifications to Articles already delivered during manufacture or ordered.
The photographs illustrating the Articles on the various media (computer, brochures, commercial advertisements …) are expressly recognized as non-contractual.
Article 11 – Juridiction
11.1 The election of domicile is made by our company, at its registered office at the top of these presents.
11.2 Any dispute between merchants regarding the application of these general conditions of sale and their interpretation, execution and sales contracts concluded by our company, or the payment of the price, will be brought before the Court of First Instance of NICE , regardless of the place of the order, delivery, and payment and mode of payment, and even in the event of a warranty claim or multiple defendants.
11.3 The attribution of competence is stipulated between professionals, is general and applies, whether it is a main request, an incidental request, an action on the merits or a referred
11.4 In addition, in case of legal action or any other action for recovery of claims by our company, the costs of summons, justice, as well as the legal fees and bailiff, and all related costs will be borne the customer at fault, as well as the costs related or arising from the non-compliance by the customer of the terms of payment or delivery of the order.
Article 12 – Applicable law
Any question relating to the present general conditions of sale as well as to the sales which they govern, which would not be treated by the present contractual stipulations, will be governed by the French law to the exclusion of all other rights, and with suppletive, by the Vienna Convention on the International Sale of Goods.
Article 13 – Renunciation
The fact that our company does not avail itself at a given moment of any of the clauses of these presents can not constitute a waiver of these clauses.