General terms and conditions of sale
For the sake of clarity, MECATEK SAS will also be referred to as «the company».
I ) GENERAL INFORMATION
1.1 PRIMACY OF THE CGVS
These General Terms and Conditions of Sale (GTCS) apply to any supply of products and/or services concluded by MECATEK SAS with any professional customer.
They shall prevail over any general terms and conditions of purchase, contractual terms and conditions or customer documents, unless expressly accepted in writing by MECATEK.
All orders imply unreserved acceptance of these GCS, which form the sole basis of the commercial relationship.
1.2 ACTIVITIES
The company specialises in the sale of spare parts for all motor vehicles, particularly motor homes.
Installation services can also be provided.
The company declares that it holds all the certifications and operating authorisations required to provide these services.
The company's main business is supplying, but it also supplies and installs, installs, repairs and provides after-sales service.
1.3 QUOTATIONS
Quotations are drawn up by the company, free of charge, on the basis of information provided by the customer, and are valid for a period of 30 days from the date on which the quotation is drawn up by the company.
Once this period has expired, a new quotation will have to be drawn up by the company, possibly with different pricing conditions.
1.4 ACCEPTANCE
The customer's signature on the quotation constitutes an order and a firm, final, irrevocable, free and informed acceptance of the quotation.
The customer acknowledges that he has checked that the order corresponds to his needs, and that he has previously ensured that all the work, supplies and services required have been included in the quote.
If it fails to do so, the company will be entitled to invoice for additional work and parts in accordance with its usual rates.
1.5 IN ACCORDANCE WITH THE WARNING ON THE FRONT
The customer acknowledges having read the general terms and conditions of sale and accepts them unreservedly.
The customer also expressly declares that the order meets his or her needs and that he or she has not been placed under any form of protection for adults within the meaning of articles 489 et seq. of the French Civil Code.
II ) LEAD TIMES
2.1 GENERAL INFORMATION
The company is bound by its suppliers' delivery deadlines.
Delivery times will therefore be subject to supplier lead times.
These deadlines will be notified to the customer on request.
Delivery and completion times are given for information only.
MECATEK SAS cannot be held responsible for delays attributable to its suppliers, shortages of raw materials, regulatory or logistical constraints or any event beyond its control.
2.2
After-sales service concerns work on installations carried out by the company and covered by the contractual or legal warranty.
2.3
All quotations for after-sales services are free of charge.
2.4
In the case of defective parts, the intervention time will be that of the delivery of the new part by the supplier.
In any event, a second intervention on site will, if necessary, be carried out within five working days, barring exceptional circumstances.
III ) ORDERING
3.1 FIRM AND DEFINITIVE NATURE
The signature of the quotation or order form by the customer makes it firm and definitive.
In the case of a sale to a non-professional, and in accordance with the provisions of Articles L. 121-21 et seq. of the French Consumer Code, the customer has a period of fourteen calendar days from receipt of the last product in the order to exercise their right of withdrawal without having to justify their decision or pay any penalties, with the exception of the cost of returning the goods, which remains at the customer's expense in the case of a contract concluded remotely or off-premises.
The customer is responsible for transporting the products returned in this way; any damage suffered by the products on this occasion is likely, as stated below, to invalidate the right of withdrawal.
3.2 CANCELLATION
Any cancellation made after the end of the withdrawal period will be deemed inadmissible.
3.3 CANCELLATION COMPENSATION for business customers
Any cancellation by the customer will give rise to the payment of an incompressible fixed indemnity.
The amount of this indemnity shall be 30 % of the total amount of the quotation or order form in the event that the cancellation occurs before the start of the manufacturing or supply work.
Any cancellation after manufacture will entail payment of compensation, by way of a special penalty clause, for the full amount of the quotation or order form.
Any advance payments already made will be retained and, if necessary, supplemented at the first request of the company.
3.4 MODIFYING THE ORDER
Any order accepted by MECATEK SAS is firm, definitive and irrevocable for the customer.
No modification of any kind (quantities, technical specifications, product references, delivery times, delivery locations, logistical or administrative conditions) may be made without the prior express written agreement of MECATEK SAS.
The customer expressly waives any right to unilaterally modify the order.
Any clause to the contrary appearing in the customer's general terms and conditions of purchase shall be unenforceable against MECATEK SAS, in accordance with the precedence clause in these General Terms and Conditions of Sale.
3.4.1 Conditions for accepting modifications
Any request for modification will be subject to :
- a technical, industrial, logistical and financial impact analysis by MECATEK; ;
- where applicable, the issue of a written amendment or a new quotation.
MECATEK reserves the right:
- to refuse any modification without justification; ;
- or to accept it subject to adjustment of prices, lead times and/or payment terms.
3.4.2 Consequences of the modification
If a modification is accepted, the customer will be responsible for all costs incurred, in particular :
- costs of cancelling or modifying supplier orders ;
- storage, repackaging or destruction costs ;
- engineering, technical adaptation or certification costs ;
- additional administrative and logistical costs.
These costs will be invoiced separately.
3.4.3 Modification treated as a cancellation
Any modification refused by MECATEK SAS, or which renders the initial execution of the order impossible, may be treated as a cancellation, partial or total, at the customer's initiative, and will result in the application of the cancellation indemnities stipulated in these GCS.
3.4 CLAIMS PROCEDURE
It is the customer's responsibility to check the completeness and accuracy of the goods delivered and to make immediate, significant and written reservations on the transport document at the time of receipt.
Reservations must be confirmed in writing within 24 hours and must include the references of the delivery note and the transport receipt.
Failing this, the products will be deemed compliant.
In the event of damage, the consignee must keep the goods and their packaging available for collection and inspection.
IV ) PRICES
4.1 DEFINITION
The price agreed covers all the services defined in the quotation, contract or order form.
The price is deemed to be net, firm and guaranteed, subject to the reservations set out in point (1.3).
Any additional services not provided for initially, in particular in the form of added value, will be invoiced separately and additionally.
4.2
All supplies, installations, repairs or after-sales services are carried out in cash and without discount unless specifically agreed otherwise.
V ) METHODS OF PAYMENT
Invoices are payable within 30 days of the invoice date without discount.
For all first orders, payment is made by bank transfer before delivery.
For payments made within 8 days of the invoice date, a discount of 1.5% will be granted.
VI ) OPPOSITION
Any stop payment on a cheque or direct debit issued for payment other than in the cases provided for by law shall be deemed to be the issue of an NSF cheque.
The Customer shall bear all costs arising from a wrongful stop payment and shall in any event, at the first request of the Company, immediately lift the stop payment so that the cheque or direct debit can be represented and paid.
The customer undertakes to inform his banker of this specific situation.
The latter could then be held jointly and severally liable.
VII ) RETENTION OF TITLE
7.1
The transfer of risk occurs on delivery.
The transfer of ownership of the goods covered by the contract is suspended until the price has been paid in full.
MECATEK SAS thus retains ownership of the goods until full payment of the sums due without any notice or special authorisation.
In this case, the customer must keep the goods in safe custody. They may not resell, transform or pledge it without prior agreement.
Until actual payment has been made, the customer shall bear the risks associated with the destruction, loss or any damage that may affect the products purchased.
7.2 THIRD PARTY INFORMATION
This reservation of ownership must be specifically notified to the judicial officers (bailiff, auctioneer) in the event of seizure. If this is not done, the customer will be personally liable for any damage caused to the company, in particular on his other assets and wages.
VIII ) PAYMENT TERMS
8.1
Unless there is a special agreement, the company shall not grant any payment terms other than those referred to in point V.
8.2
By express agreement between the parties, any delay in payment which necessitates recourse to recovery shall give rise to the application, by way of penalty clause, of compensation equal to 20 % of the total sums due, plus recovery costs and an interest rate increased by 5 points.
Unless otherwise agreed, the service provider will not grant any payment deadlines.
In the case of a sale to a professional, and in accordance with article L 441-6 and D441-5 of the French Commercial Code, any failure to pay by the due date will result in the application of a special and independent fixed penalty of €40 per invoice, excluding any higher collection costs payable by the customer.
8.3
MECATEK SAS reserves the right to suspend all deliveries in the event of late payment, without compensation to the customer.
Any deterioration in the customer's financial situation authorises MECATEK SAS to demand additional guarantees or cash payment.
IX ) GUARANTEE
9.1 LEGAL GUARANTEE
The products supplied by the company are covered by the legal warranty against all consequences of defects or latent defects as defined in articles 1641 et seq. of the French Civil Code.
9.2 CONTRACTUAL GUARANTEE
The company's contractual guarantee covers parts and labour for 2 years.
The guarantee is applied in our workshops.
In the event that the guarantee is applied, by whatever means, the part or vehicle recognised as defective must be delivered at the customer's expense to our establishment, without the company having to contribute in any way to the labour costs incurred after repair or exchange, or costs and consequences resulting from the immobility of the vehicle.
Concerning parts, only returns accompanied by a MECATEK return slip will be accepted. You will receive a MECATEK return slip after a telephone consultation with our advisers. All returns are to be sent back to us in the most economical way and at the sender's expense.
9.3 EXCLUSION OF WARRANTY
The guarantee does not apply to damage to the installation caused by the customer, normal wear and tear due to use, damage caused by non-compliance with the operating instructions, or the installer's negligence.
The guarantee is also excluded in the following cases:
-assembly not in accordance with the vehicle manufacturer's instructions or with equipment accessories other than those recommended by the manufacturer, or not in accordance with the enclosed instructions; ;
-defective condition of the components to which the engine and/or gearbox are connected; ;
abnormal or abusive use, particularly in any type of motor competition (rally, track, off-road, etc.); ;
-Maintenance that does not comply with the manufacturer's standards, particularly with regard to the method of lubrication and the lubricants to be used; ;
The guarantee does not apply to any damage to the installation caused by normal wear and tear due to use, damage caused by failure to comply with the operating instructions, or any fault on the part of the installer.
In addition, the guarantee does not cover :
- The indirect consequences of a possible defect (loss of business in particular)
- Pure maintenance costs incurred by the customer
- Components that have been converted and the consequences this has had on the vehicle
The following parts are excluded from the warranty:
- The entire cooling circuit (water pump, hose, calorstat, contactor).
- The entire electrical system (igniter, spark plugs, coils, contactor, etc.).
- The entire fuel supply circuit (pump, injectors, diesel or petrol filter, injector holder, etc.).
- The clutch as a whole (disc, mechanism, fork stop).
- Gearboxes or axles forming an integral part of a power unit.
- The entire breather circuit (hose, cap, filter).
- Cylinder head gasket.
X). LIABILITY
MECATEK SAS may only be held liable in the event of proven fault and exclusively for direct and certain damage suffered by the customer, resulting directly from the non-performance or poor performance of a contractual obligation attributable to MECATEK.
All indirect losses are therefore excluded, in particular :
- Loss of business or turnover ;
- Immobilisation of vehicles or fleets; ;
- The customer's contractual penalties; ;
- Unilateral recall campaigns.
In any event, the company's liability will be capped at the amount excluding VAT of the order concerned, or the amount actually paid by the customer over the last twelve (12) months, whichever is the lower.
MECATEK SAS guarantees that the products supplied comply with French and European regulations in force on the day they were placed on the market.
MECATEK shall not be held liable for any of the following:
- in the event of modification, adaptation or incorrect assembly of the products; ;
- if the products are used in conditions for which they were not intended or which are not compatible with their intended use; ;
- in the event of subsequent changes to standards, regulations or administrative requirements.
The liability of MECATEK SAS shall not exceed that assumed by its own suppliers or subcontractors in the context of the guarantees they provide.
The limitations of liability set out in this article do not apply in the event of fraud or proven gross negligence on the part of MECATEK SAS.
XI). TERMINATION
11.1 Principle
In the event of a serious breach by one of the parties of one of its contractual obligations, the other party may, after written notice, terminate all or part of the orders concerned or the contractual relationship, if the breach has not been remedied within thirty (30) calendar days.
Notwithstanding the aforementioned paragraph, any total or partial non-payment by the agreed due date shall constitute a serious breach authorising MECATEK SAS to immediately suspend all deliveries and services in progress, and/or to terminate all or part of the orders concerned or the contractual relationship by operation of law, after formal notice has remained without effect for a period of eight (8) calendar days from its receipt.
11.2 Effects of termination
Termination will take effect on the date indicated in the written notice sent by the company.
The sums due on the date of termination will remain immediately payable.
The company may invoice for products delivered, manufactured, supplied or in the process of being manufactured.
The indemnities and penalties provided for in these GCS shall remain applicable.
No compensation will be due to the customer as a result of termination by MECATEK for non-payment.
The provisions relating in particular to payment, liability, intellectual property, confidentiality and jurisdiction will remain applicable after termination, whatever the cause.
XII). FORCE MAJEURE
Notwithstanding any contractual or legal provision to the contrary, the performance of the company's obligations will be suspended to the extent that it is prevented from performing its obligations due to events constituting force majeure.
11.1 Definition
Neither party may be held responsible for a breach of any of its contractual obligations if the breach results from an event of force majeure within the meaning of article 1218 of the French Civil Code.
Events that are external, unforeseeable or irresistible are considered to be force majeure, without this list being exhaustive.
11.2 Events assimilated to force majeure
The following events are expressly assimilated to cases of force majeure if they directly or indirectly affect the company's activity:
- shortage or unavailability of raw materials, components, spare parts or finished products; ;
- exceptional, unforeseeable and substantial increases in the cost of raw materials, energy or transport; ;
- administrative, regulatory or governmental decisions affecting the manufacture, marketing, transport or use of products; ;
- labour disputes, total or partial strikes, internal or external to MECATEK ;
- pandemics, epidemics, health crises ;
- natural disasters, fires, explosions, exceptional weather conditions ;
- acts of war, terrorism, riots, civil unrest.
11.3 Obligation to provide information
The party invoking a case of force majeure undertakes to inform the other party as soon as possible by any means in writing, specifying the nature of the event, as far as possible, its foreseeable duration, and the obligations which it considers it will no longer be able to perform.
It will also indicate the means it intends to use to limit the consequences of force majeure.
In the same way, it will inform the other party, using the same procedure, of the date on which the force majeure ceased.
Once the consequences of the said event have ceased, performance of the obligations will resume.
This information is not a condition for the validity of force majeure.
11.4 Effects of force majeure
The occurrence of a case of force majeure automatically suspends the performance of the obligations of the party affected, without indemnity or penalty, for the duration of the event.
The performance deadlines are automatically extended for a period equivalent to that of the force majeure event, plus the time required for the normal resumption of activity.
11.5 Extended duration
If the force majeure event continues for more than sixty (60) calendar days, either party may terminate all or part of the affected orders, without compensation, by written notice.
Services already performed or products already delivered will remain due and billable.
XIII). INTELLECTUAL PROPERTY - TECHNICAL DOCUMENTS - CONFIDENTIALITY
12.1 No automatic assignment
All intellectual property rights, including rights of ownership, use, reproduction, representation, adaptation and exploitation, pertaining to :
- products,
- equipment,
- studies, developments, plans, diagrams and prototypes,
- methods, processes, software and know-how,
remain the exclusive property of MECATEK SAS, including when these elements are developed or adapted as part of a specific customer order.
When the company carries out, at the express request of the customer, specific developments, adaptations or particular studies strictly necessary for the execution of an order («the Results»), these elements remain the property of MECATEK SAS.
In this respect, no transfer, whether total or partial, exclusive or otherwise, of intellectual property rights may be presumed or implied.
Any transfer must :
- be the subject of a separate written agreement,
- specify the extent of the rights assigned.
However, the company undertakes not to use/exploit the Results for any purpose other than the execution of the order subject to these GTC, and not to make any use other than that related to the needs of the order, the specifications or other contractual documents provided by the customer.
12.2 User licence
The company grants the customer a licence to use the products and services sold, for the whole world and for the duration of the rights concerned, as and when they are produced.
This right of use does not imply any right to reproduce, modify or adapt the products or technical documents.
XIV). CONFIDENTIALITY
Any contractual document and any information, whatever its nature (technical or commercial) or medium, transmitted by the company to the customer, or to which the latter may have access in the context of the order, must be considered by the latter as strictly confidential and reserved exclusively for the execution of the order, to the exclusion of any other use.
The customer undertakes to treat as strictly confidential all technical, commercial or financial information communicated by the company, whatever the medium.
This obligation of confidentiality :
- applies throughout the commercial relationship; ;
- shall survive for a period of five (5) years after the termination thereof, irrespective of the cause thereof.
Any violation of this article may result in :
- immediate cancellation of current orders to the exclusive detriment of the customer; ;
- the customer's civil liability ;
- full compensation for the loss suffered by the company.
XV). INSTALLATION RECOMMENDATIONS AND TECHNICAL DOCUMENTS
In the event of assembly outside our workshops, technical installation instructions are provided for information only.
It is the installer's responsibility to assume the risks and burdens of installation.
The reproduction of any technical document supplied by the company is prohibited without express authorisation.
Any infringement may be prosecuted.
XVI) JURISDICTION CLAUSE
In the event of a dispute of any kind or contestation between professionals, the courts within the jurisdiction of the COLMAR Court of Appeal shall have sole jurisdiction.
This clause is particularly applicable in the event of summary proceedings, incidental claims, multiple defendants and commercial disputes.
The law applicable to all disputes or disagreements relating to the formation or performance of this agreement is French law as in force on the date of signature.