General Terms and Conditions of Sale

Article 1 – Acceptance of General Conditions of Sale

The general conditions of sale (hereinafter the “GTC”) exclusively govern the commercial relations between the Company ABC DIRECT (hereinafter “ABC DIRECT”) and its Customer (hereinafter the “Customer”) and automatically apply, without any restriction, to all products and services offered for sale. The GTC prevail over the Customer’s general terms and conditions of purchase and, more generally, over all documents, even subsequent ones, with the exception of express agreements in writing between ABC DIRECT and the Customer.

The Customer declares that he/she has acknowledged and accepted these General Sales Conditions before placing his/her order. ABC DIRECT reserves the right to adapt or modify the GTC at any time, provided that the Customer is informed 8 days beforehand, it being specified that the applicable terms and conditions are those in force on the day of the order.

Article 2 – Orders

ABC DIRECT is not bound by commitments that may be made by its representatives or agents unless ABC DIRECT gives a written confirmation thereof. Orders are perfect only after express written acceptance of the Customer’s order by ABC DIRECT resulting from an order acknowledgement issued to the Customer, the terms of which will be deemed accepted after a period of 24 hours. After this period, any order modification or cancellation will be possible only with the prior written consent of both parties.

Article 3 – Availability of Products

The products are offered within the limit of stock availability. Product availability is provided for information purposes only, only to be confirmed in the order acknowledgement. In case of unavailability of the product, ABC DIRECT reserves the right to replace it with an equivalent product after informing the Customer.

Article 4 – Prices

Prices are exclusive of any taxes. The Customer shall pay all taxes, duties, contributions, customs duties and other fees as well as transport costs, insurance, transit and other authorizations and certifications. Any costs not provided for in the order form will give rise to re-invoicing upon presentation of relevant proof thereof. The price will be adapted on the day of the order, the catalogue price being purely indicative. Non-substantial price variation does not entitle the Customer to cancel the order.

Article 5 – Terms of Payment

Unless both parties have expressly agreed otherwise, invoices are payable in cash and without discount. In the event of contractually agreed payment in instalments, the payment may not be suspended or be subject to any compensation whatsoever. ABC DIRECT reserves the right at any time, depending on the Customer’s financial capability, to require payment in advance of the order, or any guarantee consistent with customary business practices, in particular for non-stocked items, even after dispatch or partial fulfilment of an order. . Any deterioration in the Customer’s credit rating may justify the requirement of special guarantees or the suspension of payment in instalments in favour of a net cash settlement without discount before fulfilling the orders received. Invoices are payable no later than 30 days after the issuance of the invoice in accordance with the provisions of Article L 441-10 of the Commercial Code, unless otherwise agreed with the Customer.

Article 6 – Delay or Default of Payment

In the case of total or partial default of payment by the due date, the entire sum owed by the Customer for an order, or for other orders being processed or having been processed shall become immediately due without prior notice, without prejudice of damages and interests. It will result in the suspension by ABC DIRECT of any new delivery. This delay or default of payment will also entitle ABC DIRECT to claim payment for:

• late penalty fees calculated on the basis of interest tax, according to the practice of the Central European Bank, the raise, in its most recent refinancing operation being 10 percentage points. Theinterest rate is applied, for the first part of the year, on the 1st of January of the considered year and, for the second part, on the 1st of July of the considered year. These penalties are applicable from the day after the due date of the invoice and until the complete payment of the due sums.
• a fixed rate compensation charge of 40 euros for the cost of recovering the unpaid invoice in accordance with the provisions of Article L 441-6 of the Commercial Code. This amount may be increased upon justification by ABC DIRECT that the recovery charges are superior to the fixed rate compensation charge.
• a penalty clause, whose amount is equal to 15% of the total amount invoiced including all taxes.

In addition, in the event that the Customer does not pay in full, he/she shall be required to returnall products not paid for. The Customer will cover the costs of returning the products and of any repairs to the products.

Article 7 – Terms of Delivery

For items in stock, orders received before 12 noon will be acknowledged within 24 hours on the next working day and will be dispatched on the same day. Unless specifically requested by the Customer and agreed to by ABC DIRECT, the products are delivered as and when they become available. The delivery times are indicative and are determined according to the availability of stock and transport. Unless agreed otherwise, explicitly and in writing, any delay in delivery will not give rise to payment of damages, deduction or cancellation of pending orders. Delivery shall be made to the delivery address specified on the Purchase Order or, failing this, to the address indicated by the Customer prior to the date of shipment. All costs arising from multiple delivery attempts, storage, or changes to the delivery or return address will be born by the Customer. Likewise, the Customer shall bear any additional costs related to transport, delivery or unloading not provided for at the time when the order was placed.
During the delivery, it is up to the Customer to check the proper state of the delivered merchandise in the presence of the transporter and indicate any reservations in the transport documents. If need be, the Customer has the right to exercise any recourse against the transporter within 48 hours of receipt by registered letter with acknowledgement of receipt, in accordance with article L133-3 of the Commercial Code.

Article 8 – Order Cancellation / Modification

Any order accepted by the Customer may not be amended, cancelled and/or returned without the written consent of ABC DIRECT. ABC DIRECT cannot be held liable if the goods ordered do not meet the needs of the Customer, who must determine these on his own initiative. In the event of an order cancellation accepted by ABC DIRECT after the goods have been dispatched or delivered, the Customer will bear the shipping costs both ways as well as any other logistical costs that may be incurred by this cancellation. The cost of the order will remain fully due in the event of refusal to cancel an order, or if the order is related to non-standard products. No return will be accepted without the Customer’s validation of the conditions for returning the goods. The goods concerned must be standard and referenced in our current catalogue at the date of return. The returned goods must be paid for in advance, insured and in strictly new condition, with all of their accessories and documentation, in their original and untampered-with packaging, or any other clean packaging guaranteeing the integrity of the product during transport.

Article 9 – Complaints

Any claim regarding the quality of goods may result in suspension of payment only if proof of its defectiveness is provided before the due date of the invoice. Payment may be suspended only on the invoicing value of the faulty goods. Any complaint relating to the quantity, quality and conformity of the products must reach ABC DIRECT in writing within 14 days following the delivery of the goods. After this period, complaints will systematically be rejected and the sale price will remain acquired by ABC DIRECT. ABC DIRECT will not be held liable if the Customer has provided the wrong product reference or the wrong drawings or information when placing the order.

Article 10 – Retention of Title and Transfer of Risk

Delivery is deemed to have been made as soon as the goods are handed over to the Customer by the transporter. Full risk of the goods passes to the Customer upon reception. The Customer shall bear all risks the Products may suffer or cause, for any reason whatsoever. However, the Products sold remain the property of ABC DIRECT until payment in full for all goods, and the Customer is responsible for keeping and insuring them under his/her sole responsibility.

Article 11 – Warranty

The Customer will benefit from legal guarantees. The validity of these guarantees is subject to proper use of the products and to compliance with the recommendations related to the product. The warranty is, in any case, voided if the use of the Product requires adaptation or special assembly, unless this adaptation or special assembly has been expressly indicated in the order accepted by ABC DIRECT, and was carried out under the permanent supervision of ABC DIRECT. It is also voided if the Product concerned by the warranty has been dismantled, modified or repaired by a third party or if the damage results from wear and tear of the Product caused by incorrect assembly, lack of maintenance, clumsiness, negligence or use of the Product not provided for or non-conforming or not accepted by ABC DIRECT. It is the Customer’s responsibility to justify the existence of any claimed defects or anomalies. The Customer shall enable ABC DIRECT to ascertain such defects or anomalies. In the event of a defect or anomaly duly recognized by ABC DIRECT, the latter’s obligation will be limited to the replacement or reimbursement of the defective parts at their purchase price, excluding any other compensation.

Article 12 – Liability

The products are sold for the use, purpose and assignment, and according to the technical characteristics provided for in the ABC DIRECT catalogues. Any different and/or improper use and lack of written agreement totally indemnifies ABC DIRECT directly or indirectly. In particular, ABC DIRECT declines any liability for damage caused to persons, property or the environment deriving from improper, inappropriate and/or incorrect use of the products sold. Any information, advice, recommendation or technical study is provided for information purposes only and ABC DIRECT shall not be held responsible. Moreover, ABC DIRECT cannot be deemed responsible for the management of the project for which the Products and Services it has provided are intended to be used, nor will it be held responsible for the installation of the Products ordered, or in the event of incorrect use or damage resulting from non-compliance with standards, rules and/or methods of installation use of the Products concerned. The installation of the Products is carried out under the full responsibility of the Customer. In any event, the guarantees consist only in the replacement or repair of products or parts recognized as defective. If ABC DIRECT were to be liable for the products sold, regardless of the cause of damage or its nature, this liability may not exceed the invoiced price excluding tax of the product causing the damage. Under no circumstances does the warranty imply the possibility of a claim for damages or compensation for any reason whatsoever.

Article 13 – Termination

Should the Customer deviate from one of his/her essential obligations, notably in case of total or partial default of payment by the due date, ABC DIRECT reserves the right to suspend the delivery of goods relating to orders carried out, and/or to suspend the execution of its obligations, without compensation, and without affecting any other of ABC DIRECT’s rights. Additionally, if no agreement has been made 48 hours after the first presetation of a formal order addressed by registered letter with acknowledgment of receipt, all agreements with the Customer may be rightfully rescinded without compensation to the Customer by ABC DIRECT, who may request the immediate restitution of the unpaid-for products without prejudice to any
damages that it reserves the right to claim from the Customer. All debt due to ABC DIRECT becomes immediately payable and ABC DIRECT will be able to claim payment of the costs and indemnities under the conditions provided for in Article 6.

Article 14 – Force Majeure

The parties cannot be held liable for a breach of any of their obligations in the event of the occurrence of a force majeure event, including but not limited to pandemics, fires, floods, computer and telecommunications systems interruptions, transport incidents or failures, strikes, restrictions on imports or exports…

Article 15 – Confidentiality

The Customer recognizes the confidential nature of any information or documents he/she will hav access to during the commercial relation with ABC DIRECT, and commits himself/herself and any of his/her subcontractors to take all precautions necessary to the prevention of their disclosure.

Article 16 – Data Protection

ABC DIRECT is committed to protecting the Customer’s personal data. All data collected is treated with the strictest confidentiality. In accordance with the French Data Protection Act of January 6, 1978 and the European Data Protection Regulation of May 25, 2018, the Customer has the right to access, modify, rectify and delete data concerning him/her.

Article 17 – Applicable Law and Competent Jurisdiction

All commercial relations between ABC DIRECT and the Customer are subject to French law. All disputes must give rise to a prior complaint by registered mail with acknowledgment of receipt within a maximum period of 1 month, under penalty of inadmissibility. Any legal action will fall under the sole jurisdiction of the Strasbourg Court regardless of where the goods are delivered, by express derogation from article 48 of the Code of Civil Procedure.

The Customer declares that he/she has read and agreed to the present terms and conditions.