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SEPMO General Terms and Conditions of Sale
Unless otherwise agreed, every offer of sale made by SEPMO is subject to the following terms and conditions, which form an integral part of it. The customer acknowledges having read them and declares that they accept them before accepting the offer. All other clauses appearing in documents exchanged before the offer are deemed null and void. In addition, any conflicting condition set by the buyer, in particular in its general terms of purchase, shall not be binding on SEPMO unless SEPMO expressly accepts it, whenever it may have been brought to SEPMO's attention.
The fact that SEPMO does not, at any given time, rely on any of these general terms and conditions of sale cannot be interpreted as a waiver of its right to rely on them later.
Definitions
For the interpretation of these general terms and conditions of sale, the following terms have the meanings given below:
Customer: the recipient of the offer
Contract: all the contractual documents governing the rights and obligations between the parties
Offer: the purchase order
Parties: the customer and SEPMO
Online sales
SEPMO manages and operates an e-commerce area on its website www.sepmo.fr.
Any order placed on this online shop implies that the buyer has first read and accepted these general terms and conditions of sale. The buyer declares that they are fully aware that their agreement to the content of these general terms and conditions of sale does not require a handwritten signature, and that confirming the order with a double click constitutes their agreement and express acceptance. The buyer can print these general terms and conditions of sale using the functions of their computer.
The buyer declares that they have full legal capacity to be fully bound by these terms and conditions.
COMPANY IDENTIFICATION
Company name: SEPMO
Legal form: Société à responsabilité limitée (limited liability company)
Share capital: 10,000.00 euros
Registered office: 1 Rue des Echarneaux 42400 SAINT CHAMOND, France
Siret: 78994304000012
APE code: 4669B
EU VAT number: FR 16 789 943 040
Email: contact@sepmo.fr
Website: www.sepmo.fr
1- Contracting parties, orders and formation of the contract
The only parties to the contract are SEPMO and the customer named in it. Unless otherwise stated, any firm price offer is valid for thirty days from the date it is issued.
Such an offer does not in any case constitute a reservation of the goods.
The commercial contract becomes final only once the customer has sent back the signed offer made by SEPMO and SEPMO has sent the customer an order acknowledgement. Without an order acknowledgement, the order is deemed not to have been placed.
The return of the offer signed by the customer constitutes the customer's final acceptance of the conditions set out in the offer and unreserved acceptance of these general terms and conditions of sale.
Furthermore, if SEPMO has serious or specific reasons to fear payment difficulties on the part of the customer at the date of the order or afterwards, or if the customer no longer offers the same guarantees as at the date the order was accepted, in particular in the event of a change in its legal situation such as the opening of insolvency proceedings or a change to its articles of association, SEPMO may make acceptance of the order, or the continuation of its performance, conditional on payment in cash or on the customer providing guarantees in favour of SEPMO. SEPMO may also, before accepting the order or while performing it, require the customer to provide its accounting documents, in particular income statements, balance sheets and notes, including forecasts.
If a customer places an order without having paid for one or more previous orders, SEPMO may suspend the performance of that order until all outstanding invoices have been paid in full, without the customer being entitled to any compensation for any reason whatsoever.
An order cannot be cancelled by the customer without SEPMO's agreement.
2- Delivery
The equipment making up the supply is delivered ex works. Deliveries are made "carriage extra". If the customer gives no specific instruction, goods are shipped according to the offer, with declared value.
All goods received and accepted by the customer shall be deemed compliant and free from any apparent defect if, within 24 hours of receipt, the customer has not raised any reservation, confirmed by registered letter with acknowledgement of receipt sent within those 24 hours (postmark as proof).
2.1- Delivery times
Delivery times are given for information only and run from the date SEPMO receives the order. A late delivery cannot lead to refusal of the supply or termination of the contract.
A late delivery cannot lead to refusal of the supply, termination of the contract, cancellation of the order, or payment of any compensation or penalty by SEPMO, nor engage our liability in any way.
2.2- Return of compliant, unused goods
Customers have thirty (30) calendar days from delivery to return compliant goods they no longer need, on the following conditions:
- the customer notifies SEPMO by email at sales@sepmo.fr, quoting the order number; SEPMO then provides the return address;
- the goods are returned by post or carrier, unused, not installed, in their original condition and if possible in their original packaging, with a copy of the invoice;
- the cost and risk of the return are borne by the customer;
- no handling or restocking fee is charged.
Once the goods have been received and checked, SEPMO refunds the price of the returned products within fourteen (14) days, using the same payment method as the original order unless the customer agrees to another method (such as a credit note). Initial delivery costs are not refunded to business customers; consumers benefit from clause 7.
SEPMO may refuse returned goods that have been used, installed, damaged or are incomplete. Parts made or modified specifically at the customer’s request cannot be returned under this clause.
2.3- Non-conformity of goods
If non-conformity is found during use, it must be reported to SEPMO by registered letter with acknowledgement of receipt within 4 days of discovery in order to be taken into account. As soon as the non-conformity is reported, the goods must no longer be used.
2.4- Checking the part's compliance with applicable standards and with the intended use of the part or machine
The customer undertakes to check and ensure that the part, and any assembly made with it, complies with the rules and standards applicable in the country of use, and will carry out, at its own expense, any work needed to bring it into compliance.
The customer also undertakes to check that the part is suitable for its intended use and is solely responsible for any work needed to make it compliant.
The customer acknowledges that the characteristics of the part or machine are given in French and are not contractually binding. The customer is solely responsible for any translation into other languages.
3- Prices
Sales and services are supplied at the prices in force on the day the order is received. Prices may be changed without notice. Prices are net, excluding taxes, ex works, packaging included, in euros.
4- Payment terms
Invoices are issued in one copy, or in two copies at the customer's request.
Unless expressly agreed otherwise between the parties, sales of equipment are payable 100% before shipment by bank transfer.
If a payment period is agreed between the parties, any late payment will result in late-payment interest on the principal amount due equal to 3 times the French statutory interest rate, and the customer will owe a fixed recovery fee of 40 euros, without any reminder being necessary.
SEPMO may also claim additional compensation covering all costs incurred to recover its debt, on presentation of supporting documents.
No discount or rebate will be granted for early payment, unless special conditions apply.
In addition, any deposit paid will not be refunded.
5- Transfer of risk
SEPMO's liability is strictly limited to the obligations defined in the contract.
Risks pass to the customer as soon as the order is made available at our premises, whether the customer collects it directly or it is handed to a carrier. The customer bears all financial consequences.
The customer undertakes to carry out all operations necessary to protect the products after SEPMO has made them available.
Under no circumstances can SEPMO be held responsible for the positioning, wedging or securing of the products, or more generally for any breach of the regulations on the transport, storage and safety of the products. In the event of delay, loss, damage or deterioration of the products, and more generally of any harmful event, the buyer must take action against the carrier. SEPMO cannot be held responsible in any case. The buyer must make all necessary reservations with the carrier.
Transport, insurance and customs operations are the responsibility of the buyer and at the buyer's expense, and the buyer bears the risks related to transporting the goods to their final destination.
In all cases, SEPMO's liability is limited to the amount of the supply or service that caused the damage and does not cover any indirect and/or intangible damage.
In any event, the total financial consequences of SEPMO's liability under its various obligations may not exceed the amount of the contract.
6- Transfer of ownership and retention of title
The sale is complete only after payment of the full price and any related costs. Cheques, promissory notes and bills of exchange are considered means of payment only from the date they are actually cashed.
SEPMO retains full ownership of the goods ordered until the full price, principal and related costs, has actually been paid. Failure to pay any instalment may lead SEPMO to reclaim the goods. However, from delivery, the buyer is responsible for any damage these goods may suffer or cause. From delivery, the buyer must take out insurance covering the risks that the goods may suffer or cause.
Any deposit paid to SEPMO will be kept as fixed compensation, without prejudice to any action SEPMO may be entitled to bring against the buyer as a result.
A claim for recovery may also be brought against the customer's sub-purchaser if the latter fails to pay. SEPMO's right of recovery covers both the parts and their price if they have already been resold, transformed, incorporated or consumed.
7- Right of withdrawal
In accordance with articles L221-18 et seq. of the French Consumer Code, consumers have fourteen (14) days from receipt of the products to withdraw from the contract without giving any reason. SEPMO extends this period to thirty (30) days, under the conditions of clause 2.2.
To withdraw, the customer informs SEPMO of their decision by any unambiguous statement, for example by email at sales@sepmo.fr, and returns the products no later than fourteen (14) days after doing so. The direct cost of returning the products is borne by the customer.
SEPMO refunds all sums paid, including initial delivery costs (based on standard delivery), within fourteen (14) days of being informed of the withdrawal, using the same payment method as the original order. SEPMO may withhold the refund until it has received the products or proof of their dispatch. The customer may be liable for any loss in value of the products resulting from handling beyond what is necessary to establish their nature, characteristics and functioning.
8- Liability
SEPMO's liability is strictly limited to the essential obligations defined in the contract. In all cases, SEPMO's liability is limited to the amount of the supply or service that caused the damage and does not cover any indirect and/or intangible damage.
If the buyer is a professional whose activity gives it professional knowledge comparable to that of SEPMO, it cannot invoke the existence of a hidden defect.
SEPMO cannot in any way be held liable for direct or indirect, material or intangible damage caused by:
- a defect in the part
and/or
- a defect resulting wholly or partly from normal wear of the part, or from damage or accidents attributable to the buyer, its staff or a third party
- abnormal or atypical use, or use not in line with the intended purpose of the part, good practice or the manufacturer's recommendations
- a modification or adaptation of the part by the buyer, the end customer or any third party
- use of the part by the buyer, its staff or a third party for a function other than the one recommended by the manufacturer
- installation of the part on an unsuitable machine or tool
- incorrect programming.
Likewise, the buyer waives any claim against SEPMO for damage that its staff, property, goods or any person may suffer when the part is installed on a tool or machine.
In any event, the total financial consequences of SEPMO's liability under its various essential obligations may not exceed the amount of the contract.
9- Insurance
The buyer must declare to its insurers that the insurance is taken out both on its own behalf and on behalf of the supplier, who owns the goods. The buyer waives any claim and/or third-party claim against the supplier.
The buyer undertakes to obtain an identical waiver of recourse from its insurers, which must be included in the insurance contracts. A copy of the insurance contracts will be sent to the supplier.
The buyer must notify the supplier of any loss affecting the goods within 24 hours by registered letter with acknowledgement of receipt.
In the event of total or partial loss, the insurance company must undertake to pay the settlement to the supplier. The insurance contract should provide that the insurance company undertakes to inform the supplier of any event likely to end the cover (such as non-payment of premiums, or suspension or termination of the contract for any reason).
10- Resale of goods
The buyer may not, under any circumstances, resell the goods before the price has been paid in full, hand them over to a third party for any reason, or grant a third party any right relating to them.
11- Warranty
SEPMO offers a working-order warranty on its entire stock of spare parts: every part is tested and working when it enters stock.
If a part does not work when it is installed, the customer informs SEPMO by email at sales@sepmo.fr within seven (7) days of receipt, quoting the order number and the fault found. The part is returned to SEPMO for inspection. If the fault is confirmed, SEPMO will, at its choice, replace the part or refund it, excluding shipping costs. Return costs are borne by the customer, except where a consumer relies on the statutory guarantee of conformity.
The warranty does not cover faults resulting from incorrect installation, assembly, programming or use, from any modification of the part, from normal wear, or from the cases listed in clause 8.
These provisions do not deprive consumers of the statutory guarantee of conformity (articles L217-3 et seq. of the French Consumer Code) or of the guarantee against hidden defects (articles 1641 et seq. of the French Civil Code).
12- Legislation and regulations
Contractual conditions such as prices and lead times are set under the regulations in force when the offer is issued. If these regulations change and alter the economic conditions of the offer or of the future contract, the two parties will meet to adapt the terms to the new situation in good faith.
13- Exemption clause
Any circumstances beyond SEPMO's control that arise after the contract is concluded and prevent its normal performance are considered grounds for exemption. Within the meaning of this clause, circumstances beyond SEPMO's control are those that do not result from a fault on its part.
In addition, SEPMO cannot be held responsible for any delay or failure to perform any of its obligations under the contract if this delay or failure is the direct or indirect result of a case of force majeure, understood in a wider sense than French case law, such as:
- a natural disaster
- earthquake, storm, flood, etc.
- armed conflict, war, terrorist attacks
- industrial dispute, total or partial strike at the Customer or the Supplier
- industrial dispute, total or partial strike at suppliers, subcontractors, carriers, postal services, public services, etc.
- binding order from the public authorities
- epidemic
- operating accidents, machine breakdown, explosion
- default of a supplier
14- Data protection
In accordance with French law 78-17 of 6 January 1978, the personal data requested from the Buyer are necessary, in particular, to process the order and issue invoices. The processing of information provided through the Seller's website has been declared to the CNIL (French data protection authority).
In accordance with the national and European regulations in force, the Buyer has a permanent right to access, modify, correct and object to the information concerning them.
15- Confidentiality
Plans and technical documents, the content of the website and all oral or written information, whatever the medium, given to the customer before or after the contract is concluded, remain the property of SEPMO and are confidential. Without SEPMO's prior written authorisation, the customer may not use them for any purpose other than the performance of the contract, copy, reproduce or transmit them, or disclose them to third parties.
16- Language of the contract and applicable law
As expressly agreed between the parties, these General Terms and Conditions of Sale and the purchase and sale transactions arising from them are governed by French law. They are written in French. If they are translated into one or more other languages, only the French text will be authoritative in the event of a dispute.
17- Jurisdiction
In the event of a dispute, the competent courts of Saint-Etienne (Loire, France) will have sole jurisdiction, even in the case of third-party proceedings or multiple defendants.
18- Pre-contractual information for consumer customers
The customer acknowledges that, before placing their order, they received in a clear and understandable way these General Terms and Conditions of Sale and the information required by articles L111-1 and L221-5 of the French Consumer Code, in particular:
- the main characteristics of the products;
- the total price of the products including all taxes, and the delivery costs;
- the identity of SEPMO and its postal address, telephone number and email address;
- the terms of payment, delivery and performance of the contract, and the delivery date or lead time;
- the conditions, time limit and procedure for exercising the right of withdrawal (clause 7);
- the existence and terms of the statutory guarantee of conformity, the guarantee against hidden defects and the working-order warranty offered by SEPMO (clause 11);
- the procedure for handling complaints.
