STANDARD TERMS AND CONDITIONS OF SALE

 

These standard terms and conditions of sale (hereinafter "STC") apply exclusively to all commercial transactions concluded between the Company ZSAFETECH SARL (2100, Route d'Argentière - 74400 Chamonix Mont-Blanc France, registered with RCS Of Annecy under the number 814 958 328) (hereinafter referred to as "SELLER") and, on the other hand any natural or legal person, be they trader or professional (hereinafter "BUYER") and constitutes, in accordance with L. 441-6 of the french Code du Commerce (hereinafter "commercial law”), the sole basis of the commercial negotiation between the parties. 

They apply without restrictions or reservations regardless of any clauses that may appear within the documents of the BUYER and prevail over any general conditions of purchase of the latter. The execution of any order by the BUYER implies that they have read and understood these STC.


1. ORDERS.

Orders placed with the SELLER are validated by the acceptance of the terms of the Purchase Order Form sent by e-mail to the BUYER or countersigned directly by the latter. This document identifies the BUYER, defines the amount, the references of the products ordered, specifies prices and the terms of delivery. It has the value of a firm and definitive contract as soon as it is accepted by the BUYER, which can be given by any means, including electronically.

The information contained in the catalogues, prospectuses and pricing of the SELLER do not constitute an offer, but are solely indicative and can be revised at any time due to technical developments or economic conditions. Depending on the product categories, minimum order thresholds may be imposed for logistical requirements.

All orders placed from a non-member state of the European Union will be invoiced without sales tax, according to the regulations in force. All such sales will be treated as Ex-Works (EXW), unless otherwise stated on the Purchase Order. In this case, it is the responsibility of the BUYER to organize the transport and to assume all risks to the products that may occur during transportation to the delivery address. The formalities and costs of export and import, as well as the duties and taxes related to these two operations, are the responsibility of the BUYER. In this respect, the BUYER undertakes to obtain from the competent authorities of the country of delivery the authorizations required for the importation of the products.


2. PRICE.

In all the commercial documents, brochures and correspondence of the SELLER, the prices of the products are deemed to be stated in Euros, excluding taxes, ex-works, and with packaging not included. The quoted prices do not include transport, any customs duties or insurance, the costs of which which will all be borne by the BUYER unless otherwise stated on the Purchase Order.


3. ORDERING PROCEDURE.

Orders are processed within five (5) working days of receipt by the SELLER of the acceptance of the Purchase Order by the BUYER. If it transpires that an ordered product is unavailable, the SELLER will inform the BUYER as soon as possible by e-mail and propose a workaround or extension of the indicative delivery time. If the proposed options do not satisfy the BUYER, the BUYER is entitled to request the partial cancellation of his order for the unavailable product (s) and, if necessary, the refund of the corresponding sums already paid, the order remaining confirmed for the other products referred to in the Purchase Order.


4. DELIVERY.

Delivery is achieved by delivering the products to the address indicated on the Purchase Order, accompanied by the delivery note and the invoice. The BUYER is advised that delivery is undertaken by third party professional carriers and that the SELLER cannot guarantee delivery times. Average delivery times are detailed, as an indication, on the Purchase Order. The SELLER is fully released from its delivery obligations upon receipt of the parcel by the BUYER. By way of derogation from the above, all sales outside of the EU are Ex-Works (EXW) unless otherwise stated in the Purchase Order.


The goods shipped by the SELLER are packed in cartons sealed with security tape. It is the responsibility of the BUYER to verify that this tape is still intact before accepting receipt of the package. The BUYER must check the apparent condition of the Products at the time of delivery.

In the case of lack, non-conformity of Products delivered, total or partial damage, the BUYER must, in accordance with article L.133-3 of commercial law, write details of their reservations/observations on the carrier's dedicated slip note and confirm these within seventy-two (72) hours by registered mail or by e-mail. In the absence of observations/reservations expressly detailed in writing as described above, the products delivered are deemed to be fully compliant with the order.


5. PAYMENTS.

The invoice is presented to the BUYER at the time of the delivery of the products and, except for any special exemption detailed in the Purchase Order, is payable within eight (8) days of delivery. A discount of 5% of the total amount excluding taxes is granted for any advance payment received before delivery. In the case of staggered shipments of ordered products, the invoices corresponding to each delivery are payable on their due date, without waiting for all of the ordered products to have been delivered. A payment shall be deemed to be discharged only when the sums due are definitively credited to the SELLER's bank account, regardless of the means of payment used.

Any failure to pay in full or in part after the expiration of the above period or after the expiry of the settlement period mentioned in the Purchase Order will oblige the BUYER to pay a late payment penalty at a rate equal to the European Central Bank base (or refi) rate plus ten (10) percentage points. The rate applied is that in force on the day of the invoice. Such penalty, calculated on the amount of the sum due inclusive of sales tax, shall be applied for every day of delay without the need of prior notification. In addition, a penalty of forty (40) Euros in respect of collection costs is due, in accordance with the provisions of Article L 441-6 of the commercial law, the BUYER bearing in addition all legal expenses and bailiff fees incurred by the SELLER to ensure the recovery of the unpaid sums. The BUYERis contractually obligated to reimburse the SELLER for the proportionate fees of recovery or collection as provided for in Article L 111-8 of french Civil Procedure law.



6. RISK TRANSFER.

The BUYER becomes fully responsible for the products as soon as they are handed over on delivery and assumes the risk of loss, theft, deterioration and product liability, even in case of force majeure. The BUYER commits to subscribe to insurance policies covering product risks from the date of delivery. By way of derogation, the transfer of product risks shall be carried out in accordance with the principles of the EXW incoterm for all sales outside the EU, unless stated otherwise in the Order Form.

In all cases, the BUYER is clearly informed that the goods will remain the property of the SELLER until full payment of their price in principal, costs and interest has been made. In the event of non-payment of the price at maturity, the SELLER can demand the return of the products and cancel all sales that did not give rise to a discharged payment.


7. WARRANTY.

Unless otherwise stated, products are covered by a commercial warranty for a period of two (2) years from the date of purchase by the final consumer. The guarantee offered by the SELLER only covers defects in the manufacture of the products and excludes from its scope the consequences resulting from accidents, normal wear and tear, misuse or abuse, non-respect of instructions for use, lack of maintenance or improper use of the products. The SELLER declines any responsibility for any accident, injury, death, loss or other claim related to or resulting from the use of the products. In no event shall the SELLER be liable for any direct or indirect damages arising out of or in connection with the use of the product. Furthermore, the BUYER is advised that they have a guarantee against hidden defects in the terms established by Article 1641 of french civil law.


8. RETURN PROCEDURE.

In all cases of claim under warranty, the BUYER undertakes to follow the return procedure described below

A) The BUYER will be provided with a product return form by the SELLER. The form should be completed giving a detailed description of the faults, damage or missing parts of the product and then sent to the address of the customer service department of ZSAFETECH by e-mail or postal mail using the following addresses : sav@zsafetch.com or ZSAFETECH SARL - AFTER SALES SERVICE, 2100 route d'Argentière - 74400 Chamonix Mont-Blanc France.

B) Upon receipt of the completed form, the SELLER will forward a return label together with instructions by e-mail.
The BUYER should pack up the product (s) covered by the guarantee in the original packaging, with original tags, accessories, and instruction manual, following the instructions provided.

C) The BUYER then affixes the return label to the parcel to be returned, which will be taken back, at the expense of the SELLER, within fifteen (15) working days.

Subject to full compliance with the above procedure, the BUYER is offered, at the choice of the SELLER, either the replacement of the products or a refund equivalent to the price paid.


9. LIABILITY AND FORCE MAJEURE.

By validating the Purchase Order, the BUYER acknowledges that the SELLER has made available to him the necessary information in order to appreciate all the technical characteristics of the products ordered. As an experienced professional, the PURCHASER expressly undertakes, both for himself and on behalf of his agents and assigns and for his insurers, to waive, in any way whatsoever, the exercise of any claims for any direct or indirect damage, tangible or intangible, such as operation, production, profit, data, or enjoyment losses resulting from or related to the operation and use of the products, to the impossibility of marketing or using them, irrespective of the person claiming or having suffered the damage. The BUYER undertakes to make enforceable the contractual limitations of liability set forth herein against its insurers, its customers and their insurers.


In addition, the SELLER may not be held liable and called into question, in case of force majeure delaying, hindering or paralyzing the fulfillment of the obligations incumbent on him. By agreement between the parties, are to be considered as cases of force majeure in addition to those usually adopted by the French jurisprudence: strikes, lock-outs, attacks, inclement weather, epidemic, blockade of means of transport and supply, earthquakes, avalanche, fire, storm, flood, water damage, disruptions in telecommunications networks.


10. OBLIGATIONS OF THE BUYER.

The BUYER undertakes to cooperate fully with the SELLER in the execution of their sales operations, in particular when the SELLER provides him with instructions or guidelines for the use or starting up or turning on of products. In all cases and even in the event of difficulties, the BUYER undertakes to maintain a cooperative behaviour towards the products, the SELLER and his staff and is formally prohibited from any derogatory behaviour and commentary on social networks criticizing the products of the SELLER or the SELLER or attempting to undermine the brand. The SELLER must strictly enforce the compliance with these provisions by its staff, partners or agents.

The SELLER undertakes in addition to notify without delay any matter of a financial nature which could have an incidence to the payment of the invoices issued by the SELLER.


11. ECO-RESPONSIBILITY.

 The SELLER ensures compliance with Directive 2002/96 / EC on the disposal of electrical and electronic equipment. The invoices sent to the BUYER therefore contain, if applicable, the eco-contribution amount for each product sold. The SELLER undertakes to return to French territory and organize the removal and treatment of electrical and electronic equipment delivered in France and at the end of its life, in compliance with the provisions of the Directive and its implementing decree relating to waste EEE and used EEE applicable on the day of sale.


12. NOTIFICATION OF THE PARTIES.

Notifications between the parties are made by registered letter with acknowledgment of receipt or by e-mail to the addresses indicated on the order form.


13. APPLICABLE LAW AND COMPETENT JURISDICTION.

THE PRESENT GENERAL CONDITIONS OF SALE ARE SUBJECT TO FRENCH LAW. ANY DISPUTE BETWEEN THE PURCHASER AND THE SELLER IS SUBJECT TO AN ATTEMPT OF PRIOR CONCILIATION. IN THE EVENT OF FAILURE OF SUCH ATTEMPT, THE DISPUTE WILL BE TAKEN TO THE ANNECY TRIBUNAL OF COMMERCE, EVEN IF THERE IS MORE THAN ONE DEFENDANT OR IN THE EVENT OF A THIRD PARTY NOTICE.