The present Terms and Conditions of Sale are binding on the Client (hereinafter referred to as the "Client") on the one hand, and on ActivUP (hereinafter referred to as "ActivUP") on the other hand, SASU registered under number 812 103 323 at the Commercial Court of Thonon-les-bains and whose registered office is located at 125 route du Fer à Cheval 74160 Collonges sous Salève. Any signature of the Purchase Order implies the acceptance by the Customer of the present general conditions which govern its relations with ActivUP. They shall prevail over any other document, unless otherwise stated in the Purchase Order.
1- FINANCIAL CONDITIONS
1.1 - Prices
The proposed prices are set out in the "Price List" document, as well as the conditions of discounts, rebates and discounts. The prices of the material are those in force on the day the order is taken. They are denominated in euros and calculated exclusive of tax. Consequently, they will be increased by the VAT rate and the transport and installation costs applicable on the day of the order. ActivUP reserves the right to modify its prices at any time. However, it undertakes to invoice the goods ordered at the prices indicated at the time the order is registered.
1.2 - Payment
Payment of orders is made by bank transfer. Upon registration of the order, the Customer shall pay a deposit of 10% of the total amount of the invoice, the balance to be paid upon receipt of the goods, unless otherwise stated on the Purchase Order. If the Customer fails to pay for the goods delivered in whole or in part by the date of receipt, the Customer shall pay ActivUP a late payment penalty equal to three times the legal interest rate. The legal interest rate shall be the rate in effect on the date of delivery of the goods. This penalty shall be calculated on the amount of the outstanding amount, including VAT, and shall run from the due date of the price without any prior notice of default being required. In addition to the late payment penalties, any sum, including the deposit, not paid on the due date will automatically give rise to the payment of a fixed penalty of 40 euros due for collection costs.
1.3 - Resolutive clause
If within fifteen days of the implementation of the "Late Payment" clause, the Customer has not paid the outstanding sums, the sale shall be automatically cancelled and may give rise to the right to claim damages from ActivUP.
1.4 - Clause of property reserve
ActivUP shall retain ownership of the goods sold until full payment of the price, in principal and in accessories. In this respect, if the Customer is the subject of a receivership or a judicial liquidation, ActivUP reserves the right to claim, within the framework of the collective procedure, the goods sold and remaining unpaid.
Delivery shall be made by direct handover of the goods to the Customer. ActivUP undertakes to deliver the equipment and accessories in accordance with those indicated on the Purchase Order to the Customer. The place of delivery shall be the address indicated by the Customer on the Purchase Order. The Customer agrees to provide ActivUP with all information necessary to ensure the delivery and assembly in the best conditions (access, parking space, schedules, etc.). The delivery time indicated at the time of the registration of the order is given only as an indication and is in no way guaranteed. Consequently, any reasonable delay in the delivery of the products will not give rise to the allocation of damages to the Customer. In the event of missing or damaged goods during transport, the Customer shall make all necessary reservations on the transport voucher upon receipt of said goods. These reservations must be confirmed in writing within five days of delivery, by registered mail.
3- GUARANTEES AND RESPONSIBILITIES
ActivUP guarantees its equipment against any defect preventing normal use by the Customer. This guarantee is for one year from the delivery of the equipment. It is transferable to any legal or natural person who has taken over the ownership of the equipment sold to the Client by ActivUP. ActivUP undertakes within seven working days to send a technician to identify the reasons for the defect. At the end of this visit, ActivUP undertakes to replace the defective parts at its sole expense and as soon as possible. This guarantee is not valid in case of vandalism, negligence, abnormal use of the equipment or bad assembly carried out by the Customer or a third party. In such cases, all costs incurred by the repair shall be borne solely by the Customer. This guarantee does not apply to the discoloration of paint or plastics. ActivUP cannot be held responsible for the direct or indirect, material or immaterial consequences of a stoppage or malfunction of the purchased equipment which is not due to a proven defect existing at the time of delivery, and is not liable for any compensation. ActivUP's liability to the Customer shall in any event be limited to the amount of the rental of the equipment in question. ActivUP shall not be liable if the non-performance or delay in the performance of any of its obligations under these terms and conditions of sale is due to force majeure. In this respect, force majeure shall mean any external, unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code.
Any dispute relating to the interpretation and execution of these general conditions of sale is subject to French law. In the absence of amicable resolution, the dispute will be brought before the Commercial Court of Thonon-les-Bains (74).