C.DIS SAS SYSCOM PROREP - 1-3 rue des Pyrénées, ZA du Bois Chaland - 91090 Lisses - RCS EVRY 444 785 562
GENERAL CONDITIONS OF SALE 01/2019
GROUPE C.DIS SAS
SYSCOM ELECTRONIQUE - SYSCOM PROREP
C.DIS - 6TA - APTECH - BF DISPLAY SOLUTION
Updated to March1, 2021
Scope of application
In accordance with Article L. 441-1 of the French Commercial Code, these general terms and conditions of sale (the " General Terms and Conditions ") constitute the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which C.DIS (Syscom-Prorep) or a company of the C.DIS group: 6TA, APTECH, BF DISPLAY SOLUTION (the " Supplier ") supplies to professional purchasers (the " Purchasers " or the " Purchaser ") who request it, via the Supplier's website https://www.syscom-prorep.net/ (the " Website ") or via a paper medium, the products described in the Supplier's catalog (the " Products ").
They apply without restriction or reservation to all sales made by the Supplier to Purchasers, irrespective of any clauses that may appear in the Purchaser's documents, and in particular its general terms and conditions of purchase.
In accordance with current regulations, these General Terms and Conditions are systematically communicated to any Purchaser who so requests, to enable him to place an order with the Supplier. They can be accessed at any time on the C.DIS (Syscom-Prorep) website(https://www.syscom-prorep.net/) and shall prevail, where applicable, over any other version or any other contradictory document.
As these General Terms and Conditions may be subject to subsequent modifications, the version applicable to the Buyer's purchase is the one in force on the Website on the date the order is placed.
All orders for Products imply acceptance by the Buyer of these General Terms and Conditions.
The information contained in the Supplier's catalogs, prospectuses and price lists is given for information only and may be revised at any time. The Supplier is entitled to make any changes it deems necessary.
In accordance with the French Data Protection Act of January 6, 1978, the Buyer may, at any time, access, rectify or oppose all personal data by writing, by mail, and providing proof of identity, to - SYSCOM PROREP - 1-3, rue des Pyrénées - 91090 LISSES.
The Supplier, C.DIS (Syscom-Prorep) and its subsidiaries
C.DIS (Syscom-Prorep) is a société par actions simplifiée (simplified joint-stock company) with capital of 51,732 Euros, headquartered at 1-3, rue des Pyrénées - 91090 LISSES, registered in the EVRY trade and companies register under number 444 785 562.
6TA is a public limited company with share capital of 161,993.02 Euros, headquartered at 1-3, rue des Pyrénées - 91090 LISSES, registered in the EVRY Trade and Companies Register under number 399 316 850.
APTECH is a société par actions simplifiée (simplified joint-stock company) with capital of 40,000 euros, headquartered at 99, route de Versailles - 91160 CHAMPLAN, registered with the EVRY Trade and Companies Registry under number 449 058 775.
BF DISPLAY SOLUTION is a société par actions simplifiée (simplified joint stock company) with share capital of 30,000 Euros, headquartered at 30, rue des Jacobins - 95240 CORMEILLES-EN-PARISIS, registered with the PONTOISE trade and companies register under number 434 403 150.
Activity / mission
The Supplier's main activity is the wholesale (business-to-business) of electronic and telecommunications components and equipment.
Product description
Products are designed and manufactured either according to the Purchaser's specifications, or from the catalogs of the Supplier's partners. Some of the Products offered for sale are available on the Supplier's website.
The main characteristics of the Products, and in particular their specifications, properties, essential features, illustrations and indications of dimensions or capacity, are presented on the website of the Supplier, its partners or sent directly to the Purchaser. The Purchaser is obliged to take cognizance of this information before placing an order. The choice and purchase of a Product is the sole responsibility of the Buyer.
The photographs and graphics presented on the Website are not contractual and do not engage the responsibility of the Supplier.
Controls
All orders must be placed with the Supplier in writing (by post or e-mail) and must specify, in particular, the references and quantities of Products as well as the delivery address and billing address, if different. The information given in catalogs, prospectuses and price lists is given by the Supplier as an indication only. The minimum amount or quantity per order is stipulated by the Supplier.
Only the Supplier's written confirmation is binding on the parties, to the exclusion of any other document. In the absence of confirmation within 7 days, the order will be considered null and void. All orders become firm and definitive upon written confirmation by the Supplier, signature of the purchase order and agreement between the parties on the delivery date. In any event, any request to modify or cancel an order is subject to the Supplier's agreement (which may, in particular, be made conditional on the provision of guarantees by the Purchaser). In the event of modification or cancellation of an order not accepted by the Supplier, the Purchaser must take delivery of the Products mentioned in the order and pay the related invoice within the agreed deadline.
Rates
Products are invoiced at the rate applicable on the day the order is placed. Prices and discounts are quoted in Euros, USD or Yen, exclusive of taxes, packaging, carriage, delivery, installation or execution costs, in accordance with the order, unless otherwise expressly agreed in writing by the parties. The basis for any rebates granted by the Supplier to the Purchaser is the net sales (excluding VAT) (after deduction of all price reductions deducted on the invoice and any credit notes paid by the Supplier to the Purchaser at the date of settlement of such rebates) invoiced by the Supplier to the Purchaser for the Products concerned by the rebate, and actually paid by the Purchaser over the period concerned.
Prices are established on the basis of general market conditions on the date of the offer, and may be modified in particular in the light of changes in these conditions. In the event of a price change, the Supplier will inform the Purchaser as soon as possible, before the change takes effect. The new price list will automatically apply to any order placed by the Purchaser for which delivery takes place after the new price list comes into effect. In the event of rejection of the new price list, the Purchaser may cancel the order and the relationship between the parties may be terminated, without the Supplier being held responsible for such termination. For orders involving staggered deliveries, the price of Products is deemed firm for a period of three (3) months from the initial order date, subject to availability.
In the event of currency variation (exchange rate) on the day of delivery, the invoiced price will be revised according to the currency rate on the day of delivery.
Terms of payment
The invoice is issued upon delivery of the Products to the Purchaser. Except in the case of Product returns accepted by the Supplier, no rectifying invoice will be issued for an invoice that conforms to the Purchaser's original purchase order. The Supplier may not invoice any order without VAT without official written proof of tax exemption, which must be enclosed at the time the order is placed.
Unless otherwise agreed between the parties, invoices must be paid within 30 days net. In no case may the negotiated term exceed the legal term (sixty (60) days from date of invoice or forty-five (45) days, end of month). In the absence of coverage by the Supplier's credit insurance, the Supplier may require that invoices be paid before delivery of the Products.
In the event of non-payment of the Products by the due date shown on the invoice, late payment penalties at a rate equal to three times the legal interest rate and a fixed indemnity of €40 for collection costs are immediately payable without prior formal notice, notwithstanding any possible dispute of the invoice by the Purchaser, in accordance with legal constraints. The Purchaser shall also bear all costs incurred by the Supplier for the collection of sums due.
Moreover, non-payment, even partial, of a single instalment, whatever it may be, shall result in the forfeiture of all outstanding debts. The Supplier reserves the right to demand immediate payment of all sums due and to suspend all deliveries, to request new terms of payment or guarantees, until full settlement of all outstanding invoices (cash payment, requests for instalments, etc.) or to terminate current orders and/or commercial relations, without this in any way engaging the Supplier's liability and without prejudice to the exercise of any legal remedy to the benefit of the Supplier.
In any event, the Supplier reserves the right to demand payment before delivery or to demand any guarantees of payment deemed necessary, in particular :
- in case of deterioration of the Buyer's credit ;
- in the event that its financial situation presents a possible risk for the collection of receivables by the Supplier;
- in the case of an order from a Buyer who has not fulfilled all his obligations resulting from previous purchases;
- if the amount of the order exceeds the amount of the credit insurance cover.
In the absence of such guarantees, the Supplier reserves the right not to honour orders and/or to terminate current orders and/or commercial relations, without such suspension or termination giving rise to any compensation whatsoever for the Purchaser.
Set-off between sums owed by the Supplier to the Purchaser and sums owed by the Purchaser to the Supplier may only take place in strict compliance with the provisions of articles 1347 et seq. of the French Civil Code. Consequently, no set-off can take place without the prior written agreement of the parties as to the liquid and due nature of the sums concerned, which must be duly demonstrated by the Purchaser. Consequently, the Purchaser is under no circumstances authorized to automatically deduct from its payments any sum which the Supplier has not expressly acknowledged to be owed to it.
In addition, payment of any end-of-period rebates (monthly, quarterly or annual rebates) is subject to full payment by the Purchaser of invoices issued by the Supplier and due on the date of payment of these rebates agreed between the parties.
Deliveries
Deliveries are made to the address indicated by the Purchaser on the order form. The delivery period runs from the date on which the Supplier sends the order confirmation, provided that the Purchaser has supplied all the necessary documents and fulfilled his contractual obligations. It is expressly agreed and accepted by the Purchaser that delivery times are purely indicative and non-binding, and that they may not under any circumstances justify any claim for compensation or penalties on the part of the Purchaser, or even the cancellation of orders.
Unless expressly agreed otherwise in writing by the Parties, goods travel at the Buyer's risk and delivery costs are borne by the Buyer. The Supplier reserves the right to choose the carrier, without incurring any liability as a result. The transfer of risks takes place as soon as the goods are loaded onto the means of transport chosen on behalf of the Purchaser, or as soon as the goods are made available to the Purchaser at the Supplier's premises or at any other designated location.
Upon delivery, the Buyer must check that the Products conform to the order and that there are no apparent defects in the Products delivered. Findings of non-conformity or defects must imperatively be noted by the Purchaser on the delivery slip, a copy of which will be retained by the carrier, and then notified within three (3) days of the delivery date (not including public holidays), together with a copy of the delivery slip, by registered letter with acknowledgement of receipt addressed to the Supplier, in accordance with the provisions of Article L. 133-3 of the French Commercial Code. Failing this, no claim will be accepted by the Supplier.
The Purchaser's claims against the Supplier for non-conforming quantities or Products, or for apparent defects, must be made in writing to the Supplier within three (3) days of receipt of the Products. After this period, no claim from the Purchaser can be taken into account.
In the event of non-delivery or delivery of non-conforming Products duly demonstrated by the Purchaser, the Supplier's liability is strictly limited to replacement of the Products within a reasonable period of time or reimbursement of any sums paid by the Purchaser, to the exclusion of all damages.
In the event of failure to comply with the aforementioned formalities and/or time limit(s), no claim may be taken into account by the Supplier. In any event, even in the event of compliance with the aforementioned formalities and deadlines, the Purchaser may under no circumstances return the Products without the Supplier's prior written consent and the sending of an authorized return number. Failing this, the Product in question will be considered as delivered. Consequently, its price will remain due to the Supplier, without the Purchaser being able to invoke this return to refuse payment of the corresponding invoice or any other payment of sums due to the Supplier.
If the Supplier agrees to the return of Products, the latter must be returned by the Purchaser, at his own expense and risk, within the period requested by the Supplier, and no later than 8 days from the date of receipt of the goods. Failing this, the Supplier's agreement shall lapse and the invoice for said Products shall remain payable by the Purchaser. All returned Products must be accompanied by a copy of the corresponding invoice. Returned Products must be in perfect condition, with their accessories and instructions for use in their original packaging. Failing this, the invoice for said Products shall remain payable by the Buyer. If the Products remain in the Supplier's warehouses for a reason attributable to the Purchaser, the Supplier may request reimbursement of storage costs from the Purchaser.
In accordance with the provisions of Article L. 442-6-I, 8° of the French Commercial Code, the Purchaser may not, under any circumstances, without incurring liability to the Supplier, refuse or return Products or automatically deduct from the amount of an invoice for Products drawn up by the Supplier any penalty or discount corresponding to failure to meet a delivery date or to the non-conformity of the Products. The same shall apply in the event of non-conformity of a delivery not duly demonstrated by the Purchaser.
Transfer of ownership - Transfer of risk
Notwithstanding the stipulations relating to the transfer of risk, the Supplier retains ownership of the Products sold until the Purchaser has actually paid the full amount of the invoices and any related interest on arrears. Payment shall be deemed to have been made when the funds have been received in full by the Supplier.
The exercise of this clause is without prejudice to the Supplier's rights, and the Buyer assumes the risk of loss or deterioration of the goods as well as responsibility for any damage they may cause.
In the event of non-payment, even partial, of a single invoice on its due date, the Supplier may cancel the order concerned, without prejudice to the provisions hereof. In this case, the Purchaser shall, at the Supplier's first request, return the Products delivered, at its own cost and risk. Should the Purchaser fail to return the Products within the allotted time, the Supplier may go at any time to the Purchaser's premises where the Products are stored in order to recover them, without prejudice to any damages that may be claimed by the Supplier for the loss suffered. If the Products are not returned immediately, the Purchaser may be forced to do so by a summary order under penalty. It should be noted that no compensation of any kind can call into question the retention of title clause.
Should the Purchaser sell the Products to its own customers without having paid the Supplier within the agreed timeframe, the Purchaser will then be deemed to have sold the Products and collected the sales price in the name and on behalf of the Supplier. The Purchaser may only dispose of the sums received in this respect after having paid the Supplier the amount of the invoice relating to the Products and any late payment penalties.
Liability - Warranty
The Supplier guarantees its customers against any hidden defects in the Products sold, in accordance with Articles 1641 et seq. of the French Civil Code. In this context, any hidden defects or design faults found must be immediately brought to the Supplier's attention in writing, with full proof of their existence, upon receipt of the Products. The warranty claim against the Supplier is extinguished on expiry of a period of one (1) year from the date of discovery of the defect.
The warranty is expressly excluded in the following cases:
- installation or use in conditions that do not comply with regulations or usage,
- non-payment by the Buyer of any amount due to the Member,
- force majeure or fortuitous event,
- normal wear and tear or damage resulting from lack of maintenance or supervision, incorrect operation, misuse, even temporary, or deliberate deterioration,
- any disassembly, modification or repair of the Products by the Buyer or by third parties,
The warranty conditions are those of the manufacturer at the date of delivery, to the exclusion of any other implicit or explicit warranty. In any event, the warranty does not cover deterioration not directly attributable to normal use of the equipment (impact, operating errors, modifications not foreseen or not authorized by the Supplier or Manufacturer, lack of supervision, maintenance or storage, failure to comply with operating instructions and good engineering practice, repair by a third party not authorized by the Supplier or Manufacturer.
Any order which designates a Supplier or Manufacturer reference implies full acceptance of the Product characteristics by the Purchaser, and the Supplier's technical responsibility cannot be engaged, unless the Parties have agreed in writing on specific characteristics prior to placing the order. For Products not directly manufactured by the Supplier, the manufacturer's description is deemed to prevail over any different description appearing in any medium exchanged between the Supplier and the Purchaser. The manufacturer's description will be sent to the purchaser on request. The Supplier shall not be bound by any specific request, regardless of the medium (in particular CGA, purchase orders, letters, specifications, technical documents, etc.), which are totally unenforceable against the Supplier.
Under the terms of this warranty, the Supplier shall only be liable for the replacement of the Product found to be defective, to the exclusion of any other damage. The warranty is excluded in particular for any damage resulting in particular from force majeure, normal wear and tear, inappropriate use, as well as for any damage due to accidents, deterioration resulting from negligence, lack of supervision or maintenance of repairs carried out by the purchaser or a third party, or resulting from storage conditions incompatible with the nature of the Products, or in the event of failure to comply with the conditions of use set out in the instructions or installation conditions, or any other defect beyond the Supplier's control.
Under no circumstances will the Supplier be liable for indirect material or physical damage, consequential loss, operating loss, loss of profit, commercial loss, loss of earnings, loss or any other damage which may arise from the supply of the Products, whatever the basis of the liability regime concerned. In the event of a claim recognized as justified by the Supplier, its liability is limited to the replacement of the goods deemed defective, without any indemnity and/or penalty being claimed for any reason whatsoever. In any event, the Supplier declines all liability for damage caused to goods which are not used by the Purchaser primarily for his own private use or consumption.
The Supplier does not warrant the suitability of the Products for any particular purpose, the performance of the Products and/or any equipment used in connection therewith, subject to any special characteristics which the Supplier may have expressly warranted in writing to the Purchaser on the basis of precise identification.
Unless otherwise agreed in writing by the Supplier, it is the Purchaser's responsibility to select sufficient Products adapted to its needs and requirements, and to assume full responsibility for them.
Information technology and civil liberties
In application of law 78-17 of January 6, 1978, it is reminded that the nominative data requested from the Buyer are necessary for the processing of his order and the establishment of invoices, in particular.
This data may be communicated to any of the seller's partners responsible for executing, processing, managing and paying for orders.
The processing of information communicated via the Website has been declared to the CNIL.
In accordance with current national and European regulations, the Buyer has a permanent right of access, modification, rectification and opposition with regard to information concerning him or her. This right may be exercised under the terms and conditions defined in the preamble above.
Intellectual property
Personal data collected from Purchasers is processed by the Supplier. It is recorded in the Supplier's customer file and is essential for processing orders. This information and personal data is also kept for security purposes, in order to comply with legal and regulatory obligations. It will be kept for as long as necessary for the execution of orders and any applicable guarantees.
The data controller is the Supplier. Access to personal data will be strictly limited to employees of the data controller, authorized to process such data by virtue of their position. The information collected may be communicated to third parties linked to the company by contract for the performance of subcontracted tasks, without the Purchaser's authorization being necessary.
In the course of performing their services, third parties have only limited access to the data and are obliged to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, the Supplier shall not sell, lease, assign or give third parties access to the data without the Purchaser's prior consent, unless compelled to do so for a legitimate reason.
If the data is to be transferred outside the EU, the Buyer will be informed and the guarantees taken to secure the data (for example, the external service provider's adherence to the "Privacy Shield", adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified to him.
In accordance with the applicable regulations, the Buyer has the right to access, rectify, delete and port data concerning him/her, as well as the right to object to the processing for a legitimate reason. These rights may be exercised by contacting the data controller at the following postal or e-mail address: 1-3, rue des Pyrénées - 91090 LISSES.
In the event of a complaint, the Buyer may submit a claim to the Commission Nationale de l'Informatique et des Libertés.
Anticipation
In the event of a change in circumstances unforeseeable at the time of conclusion of the contract, in accordance with the provisions of article 1195 of the French Civil Code, the party who has not agreed to assume the risk of excessively onerous performance may ask his co-contractor to renegotiate the contract.
However, if the change in circumstances unforeseeable at the time of conclusion of the contract is definitive or persists beyond three (3) months, the present contract will simply be terminated in accordance with the terms defined in the article "Termination for unforeseeable circumstances".
Enforcement in kind
In the event of either party failing to meet its obligations, the defaulting party has the right to demand compulsory performance in kind of the obligations arising hereunder. In accordance with the provisions of article 1221 of the French Civil Code, the creditor of the obligation may pursue this forced execution after a simple formal notice, sent to the debtor of the obligation by registered letter with acknowledgement of receipt which has remained unsuccessful, unless this proves impossible or if there is a manifest disproportion between its cost for the debtor and its interest for the creditor.
In the event of either party failing to meet its obligations, the defaulting party may, in accordance with the provisions of article 1222 of the French Civil Code, eight (8) days after a formal notice to perform has been sent without result, have the obligation performed by a third party, at the expense of the defaulting party, provided that the cost is reasonable and in line with market practice, without judicial authorization being required for this purpose, it being specified that the defaulting party may also, at its option, request in court that the defaulting party advance the sums necessary for such performance.
In the event of non-performance of any of the obligations incumbent on the other party, the defaulting party may request that the contract be rescinded in accordance with the terms and conditions set out in the "Rescission of Contract" article.
Non-performance exception
Pursuant to article 1219 of the French Civil Code, either party may refuse to perform its obligation, even though it is due and payable, if the other party fails to perform its own obligation and if such non-performance is sufficiently serious, i.e. likely to jeopardize the continuation of the contract or fundamentally upset its economic equilibrium. The suspension of performance will take effect immediately, on receipt by the defaulting party of the notification of default sent to it for this purpose by the defaulting party, indicating the intention to apply the exception of non-performance for as long as the defaulting party has not remedied the default noted, served by registered letter with acknowledgement of receipt or on any other durable written medium allowing proof of dispatch.
In accordance with the provisions of article 1220 of the French Civil Code, this exception may also be used as a preventive measure, if it is clear that one of the parties will not perform its obligations on the due date, and that the consequences of such non-performance are sufficiently serious for the defaulting party.
This option is used at the risk and peril of the party taking the initiative.
The suspension of performance will take effect immediately upon receipt by the party presumed to be in default of notification of the intention to apply the preventive non-performance exception, until such time as the party presumed to be in default performs the obligation in respect of which a future breach is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium allowing proof of dispatch.
If the impediment is definitive or persists for more than two (2) months, the present contract will be terminated in accordance with the terms and conditions set out in the article "Termination for failure by a party to meet its obligations".
Force majeure
The parties shall not be held liable if the non-performance or delay in performance of any of their obligations as described herein is due to force majeure, as defined in article 1218 of the French Civil Code.
The party observing the event must immediately inform the other party of its inability to perform and justify this to the latter. The suspension of obligations shall under no circumstances give rise to liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties.
Performance of the obligation is suspended for the duration of the force majeure if it is temporary. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the hindered party will notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act. If the impediment is definitive, the present contract will be purely and simply terminated in accordance with the terms defined in the article "Termination for force majeure".
Resolving the contract
Resolution for unforeseen circumstances
Notwithstanding the article below entitled "Termination for failure by a party to fulfil its obligations", termination due to the impossibility of fulfilling an obligation that has become excessively onerous may only occur eight (8) days after the sending of a formal notice stating the intention to apply the present clause, notified by registered letter with acknowledgement of receipt or by any extrajudicial act.
Resolution for force majeure
Termination by operation of law for reasons of force majeure may only take place eight (8) days after formal notice has been sent by registered letter with acknowledgement of receipt or by any extrajudicial act, notwithstanding the clause entitled "Termination for failure by a party to meet its obligations" set out below.
However, this formal notice must state the intention to apply the present clause.
Termination for breach of obligations by a party
In the event of non-compliance by either party with its obligations under this contract, the contract may be terminated at the discretion of the aggrieved party.
It is expressly understood that such termination due to a party's failure to meet its obligations will take place ipso jure eight (8) days after a formal notice to perform has been sent, which has remained wholly or partially ineffective. The formal notice may be served by registered letter with acknowledgement of receipt or by any extrajudicial act.
This formal notice must state the intention to apply the present clause.
Invalidity of one or more provisions
The invalidity of any clause or provision of these Terms and Conditions shall not affect the validity of the remaining provisions of these Terms and Conditions.
Should any of the terms of these General Terms and Conditions be considered invalid or unacceptable, it will be replaced by a new provision that corresponds as closely as possible to the spirit of the invalid condition, taking into account the content and purpose of these General Terms and Conditions.
Privacy and cookies statement
C.DIS (Syscom-Prorep) collects and processes personal information from visitors to the Website in accordance with the privacy and cookies statement on https://www.syscom-prorep.net/.
Applicable law - Language
The General Terms and Conditions and the transactions arising from them are governed by and subject to French law.
The General Terms and Conditions are written in French. Should they be translated into one or more foreign languages, only the French text will be deemed authentic in the event of a dispute.
Disputes
Any and all disputes arising out of or in connection with the purchase and sale transactions entered into pursuant to these General Terms and Conditions, concerning their validity, interpretation, performance, termination, consequences and consequences, and which cannot be resolved between the Supplier and the Purchaser, shall be submitted to the Commercial Court of EVRY under the conditions of ordinary law.
The Buyer is informed that he/she may in any event have recourse to conventional mediation, in particular with the Commission de la médiation de la consommation(C. consom. art. L. 612-1) or with the existing sectoral mediation bodies, the references of which appear on the Website, or to any alternative dispute resolution method (conciliation, for example) in the event of a dispute.