General Terms and Conditions

(Last update 03 March 2020) DM Diffusion – SIRET 448 945 238 – 34 route de la Ferté-Alais – 91290 LA NORVILLE - France

ARTICLE 1. BASIC DATA OF THE CONTRACT:

• 1.1: The fact of placing an order implies the buyer's full and unreserved acceptance of these GTC to the exclusion of any other document such as a prospectus, catalog, issued by the seller and having only an indicative value.

  No particular condition can, except formal and written acceptance of the seller, prevail over the present GTC.

• 1.2 : The information contained in the seller's drawings, advertisements, catalogs and other similar documents is published for the sole purpose of giving an approximate idea of the goods described therein, without any liability on the part of the Seller. Any typing, writing, or other similar errors or omissions in any sales literature, price lists, invoices, or other documents published by the Seller will be subject to correction without any liability on the part of the Seller.

ARTICLE 2. PRICE AND PAYMENT:

• 2.1 : The net prices will be mentioned in Euros and will be understood exclusive of VAT, unless otherwise indicated.

• 2.2 : Unless otherwise agreed, the buyer will make full payment for the Goods invoiced by the Seller in cash, by bank card or bank transfer.

• 2.3 : Subject to any other right of the Seller, in the event of late payment by the Buyer, the Buyer will be required to pay interest on this sum to the Seller without notification, from the due date of payment, at an annual rate which will not be less than 8 percent above the reference rate of the European Central Bank, added daily until payment is made, before or after any judgment. Interest will also be charged on any interest due but not paid.

• 2.4 : The buyer will not be entitled to refuse to pay any invoice due to any right to be reimbursed or any claim or dispute with the Seller, whether in relation with the quality of the Goods or for other reasons.

• 2.5 : In the event of bankruptcy, moratorium on payment or attachment to the Buyer, all amounts due by the Buyer to the Seller will be due and payable immediately and in full, and the Seller will be entitled to be reimbursed for its debts at once.

• 2.6 : Subject to any other right of the seller, the Seller will be able to suspend performance or to terminate the Contract in whole or in part if he reasonably believes that the Buyer will not make payment, in accordance with the stipulations of present.

• 2.7 : The minimum amount for any first order is set at 900 (nine hundred) Euros. The following orders are not subject to a minimum imposed.

ARTICLE 3. DELIVERY:

• 3.1 : Unless expressly agreed, our delivery times are given for information only. The Buyer cannot take advantage of a delay to cancel the sale, refuse the goods or claim compensation.

• 3.2 : If, for any reason, the Buyer does not accept delivery of the Goods when they are ready for delivery or if the Seller was unable to deliver the goods on time because the Buyer did not has not provided the appropriate instructions, documents, licenses or authorizations, the risk of the goods will pass to the Buyer (including for loss and damage); the Goods will be deemed to have been delivered and the Seller may store them until delivery, and the Buyer will be responsible for all costs and expenses to do so.
• 3.3 : The Purchaser has a period of 2 working days from receipt of the goods to indicate any anomaly in the content thereof. The Seller may then ask the Buyer for elements to confirm these anomalies. Any request made after this deadline cannot be taken into account by the Seller.

ARTICLE 4. OWNERSHIP AND RISKS:

• 4.1 : All risks will pass to the Buyer at the time of delivery. Regardless of the actual time of delivery, the Goods will remain the absolute property of the Seller until the buyer has paid the full amount owed to the Seller by the Buyer (VAT included) in any account, within as part of any transaction.

• 4.2 : The Purchaser is not entitled to hire or assign Goods as surety for third parties.

• 4.3 : The Seller may, at any time, return to possession or ensure the return of Goods which have not been paid for, and which are owned or under the control of the Purchaser, without further notification, default or legal intervention. The Buyer hereby authorizes the Seller to access all of its premises for this purpose.

ARTICLE 5. RESUMPTION CONDITIONS:

• 5.1 : The return of products applies within 14 days of the invoice date and the right of return applies only if the product is returned in the original packaging intact. In case of return within 14 days of the date of receipt of the goods, the product will be refunded in full.

• 5.2 : No goods will be returned after 14 days from the date of receipt of the goods. If the Buyer wishes to withdraw from certain products, the Buyer must first contact the sales department. For returned goods, you must indicate the invoice number and the name of the salesperson with whom the return has been agreed. If this information is not attached to the return, the Seller reserves the right to return the shipment without notice. The right to take back does not apply to special orders or special offers. Returns must be sent to: DM DIFFUSION 34 route de la Ferté-Alais 91290 La Norville.

ARTICLE 6. GUARANTEE:

• 6.1 : The Seller guarantees, under the conditions established below, that the Goods, at the time of delivery, will be free from material defects and manufacturing faults for a period of 6 months from this time.
  
• 6.2 : Any complaint made by the Buyer due to a defect or fault in the quality or condition of the goods will be communicated to the Seller within 5 days from the date of delivery, or where the defect or breakdown does not exist. 'were not apparent to a reasonable inspection, within a reasonable time after the appearance of the defect or failure but not later than 6 months after delivery.
• 6.3 : The Seller shall in no case be liable for any defect in the Goods, resulting from any drawing, design or specification supplied by the Buyer, or if the total price of the Goods has not been paid by the date payment due date. In addition, this warranty is valid except in the event of voluntary damage, negligence, modification or repair of the Goods without the approval of the Seller, failure by the Buyer to follow the instructions of the Seller (verbal or written) or absence of storage, installation, maintenance or use of the Goods in an adequate environment and with reasonable care.
• 6.4 : Where a valid complaint concerning the Goods, due to material or manufacturing faults, will be communicated to the Seller in accordance with what is provided in these Conditions, the Seller, at his convenience, will replace the Goods or reimburse the Buyer the price of these. What is provided above represents the only compensation of the Buyer for shortcomings within the framework of the aforementioned guarantee, and the only obligations of the Seller in the event of such shortcomings. Any goods or part thereof will remain or therefore become, in the event of replacement, the property of the Seller and will be immediately returned to the Seller by the Buyer.
• 6.5 : Apart from the guarantees explicitly contained herein, the Seller does not grant any other conditions, guarantees or commitments, explicit or implicit, in fact or in law, including but not limited to, any implicit guarantee that the quality is satisfactory, guarantee of marketability, suitability for a particular objective or title or guarantee of non-infringement, the whole being explicitly excluded in the broadest sense which is authorized by law.
  
• 6.6 : If the above limitations or disclaimers are declared invalid by a competent court or government authority, the Buyer agrees that his compensation is limited to the purchase price of the Goods not in accordance with the guarantee provided for in this section.

ARTICLE 7. LIMITATION OF LIABILITY:

• 7.1 : The Seller will not be liable to the Buyer or will not be considered to be in default under this Contract for any reason beyond its reasonable control, as may have been foreseeable or not. Without prejudice to the general nature of the above, the causes provided below will be considered as causes residing outside of the Seller's reasonable control: cases of force majeure, natural disasters, explosions, floods, storms, fire , extreme weather conditions, accidents, war or similar circumstances, threats of war, insurgencies, terrorism, civil unrest and requisitions; acts, restrictions, regulations, prohibitions or measures of any kind from any governmental, parliamentary or local authority, import and export regulations, embargoes, strikes, lockouts, boycotts or other industrial actions or commercial disputes (whether or not involving the employees of the Seller or a third party); difficulty obtaining raw materials, labor, fuel, and power or machinery failures.
• 7.2 : It is the responsibility of the Buyer to assess the accuracy, completeness, reliability and usefulness of any recommendation, advice or information provided by the Seller and regarding the suitability of any Goods for specific or other applications and systems. Such information will not be interpreted or followed as professional advice or as advice regarding specific facts or subjects. Consequently, the Seller cannot and does not assume any responsibility whatsoever for any use or any use of this information.
• 7.3 : Throughout the full extent of what is permitted by law, the Seller's total responsibility for reason of contract, prejudice (including negligence or non-compliance with a statutory obligation), incorrect presentation of the facts, restitution or other, arising in connection with a direct damage in the performance or the intention of performance of the Contract, will not exceed in its entirety, for each respective violation or for a series of violations in relation to each other , the price actually paid by the Buyer to the Seller under the relevant Contract.
• 7.4 : In no case shall the Seller be liable to the Buyer for any indirect or consequential loss or damage (whether for loss of profit, loss of business, disappearance of customers, withdrawal, dismantling or other), all costs, expenses or other claims for consecutive damages, including but not limited to punitive damages and exemplary damages, whatever the cause, arising out of or in connection with the sale Goods, even if the Seller has been advised of the possibility of such damage.
• 7.5 : Nothing in these conditions will exclude or limit the liability of the Seller for the death or injury of persons caused by his own negligence, or any other liability which cannot be excluded or limited within the framework of the legislation in force. If an exclusion / limitation of liability was not valid in any jurisdiction, the exclusion / limitation will be deemed to be replaced by a valid exclusion / limitation closest to the intent and objective of the exclusion of origin.

ARTICLE 8. END OF THE CONTRACT:

• 8.1 : The Seller will have the right to terminate the Contract immediately, subject to the rights acquired by the Seller, and without any other subsequent liability, if the Buyer fails to pay on its due date any amount due under the Contract or as part of any other transaction, if he commits continuous or serious breaches of the Contract and if he fails to repair these breaches (if repairable) within 10 days from the date on which the event giving rise to this violation has occurred, in the event of the Buyer's bankruptcy, payment moratorium or seizure, or when, due to any change in power, business or circumstances, it is unlikely that the Buyer is in a position to fulfill its obligations under the Contract or any transaction resulting therefrom, or any similar or comparable event in a foreign jurisdiction.

ARTICLE 9. GENERAL:

• 9.1 : Any right or compensation of the Seller under this Contract shall be without prejudice to any other right or compensation of the Seller, whether or not due to him under this Contract.
  
• 9.2 : Communications will be made in writing and sent to the parties' addresses or by fax or registered mail or by air, where appropriate. Each party will promptly communicate to the other, in writing, any change of address or fax number.
• 9.3 : The Buyer is required to inform himself of the requirements and restrictions imposed by government or other authorities or by corporations, concerning the possession, use, import, export or resale of the Goods, and comply with it.
• 9.4 : The Buyer agrees to and guarantees that he will take all the necessary measures and follow the instructions of the Seller, as provided where appropriate, to monitor the security of the Goods sold. For this purpose, the Buyer will keep the documents necessary to identify the Goods sold and a register of complaints about the Goods sold, and will take all necessary measures to be able to warn customers of after-sales risks concerning safety or, if necessary, to implement the actual withdrawal or recall of the Goods.
• 9.5 : The Seller's failure or delay in exercising any of its rights will not represent a waiver or loss of these rights.
• 9.6 : If any stipulation of these Conditions was considered by any competent authority as invalid or unenforceable, in whole or in part, the validity of the other stipulations of these Conditions and what remains of these stipulations in question does not will not be affected.

ARTICLE 10. GDPR - PROTECTION OF PRIVACY:

• 10.1 : All the data that the Buyer entrusts to the Seller is for the purpose of processing orders and communicating on commercial offers.
  Under Law No. 78-17 of January 6, 1978 relating to data, files and freedoms, the Buyer has the right to rectify, consult, modify and delete data which the Seller has. have been communicated to the Seller. This right can also be exercised online.

ARTICLE 11. APPLICABLE LAW:

• 11.1 : These Conditions, and all contracts based on these Conditions will be governed by French law and interpreted in accordance with it. All disputes arising in connection with these Conditions or contracts based on these Conditions will be subject to the exclusive jurisdiction of the court of Evry (France).