General Sales Terms
GENERAL TERMS AND CONDITIONS - MYWINDPARTS
ARTICLE 1 : SCOPE
1.1 These General Terms and Conditions, in accordance with Article L. 441-6 of the French Commercial Code, constitute the basis for the commercial negotiations between Mywindparts (hereafter the "Supplier") and a professional client (hereinafter referred to as the “Client ").
1.2 The purpose of these General Terms and Conditions is to define:
- the conditions under which the Supplier provides to the Client, upon request, by direct contact, paper or on the Company's website, and in accordance with the Offer submitted to it, the following spare parts: Electrical, mechanical, hydraulic, major components, wear parts and consumables
(Hereinafter the "Parts"),
- the conditions under which the various services offered by the Supplier, including, but not limited to, intellectual services on the definition of relevant stocks and safety, repair services for parts and major components, shall be carried out in accordance with the Offer of the Supplier which has been accepted by the Client (hereinafter the "Services").
1.3 The Supplier and the Client may agree within the framework of their commercial relations of the Particular Terms and Conditions. These Particular Terms and Conditions will take the form of a contract which will complement these General Terms and Conditions. It is specified that in case of contradiction between these General Terms and Conditions and the Particular Terms and Conditions concluded, the Particular Terms and Conditions will prevail. These Particular Terms and Conditions shall govern for the duration that will be fixed in the conditions of execution of the Service and / or supply of the Parts. In this case, the Supplier reserves the right to derogate from certain clauses of these General Terms and Conditions, according to the negotiations conducted with the Client
1.4 The present General Terms and Conditions apply, without restriction or reservation, to any sale of Parts or sale of Services offered by the Supplier, regardless of the clauses that may appear on the Client 's documents (General Terms and Conditions, purchase orders, printed matter or letters).
1.5 Any acceptance of an Offer by the Client implies its full and unreserved acceptance of these General Terms and Conditions, as well as the rates and scales of the Company, appearing in the Offer.
1.6 The fact that the Supplier does not invoke, at any time, the conditions of these General Terms and Conditions shall not be interpreted as being the renunciation to claim of any of these conditions at a later date.
ARTICLE 2 : OFFER – ORDER OF PARTS
2.1. Sales of Services and Parts cannot be considered as accepted and become definitive only after the Client has expressly and in writing accepted the Offer of the Supplier
Any Offer accepted by the Client may not be modified or canceled by the Client unless the Company has given its written consent.
2.2. Any Offer accepted by the Client may not be modified or canceled by the Client unless the Client has given its written consent.
2.3. The Supplier which agrees to modify an Offer previously accepted by the Client reserves the right to invoice the expenses that it has already incurred under the said Offer in particular for the setting up of the Services or the sale of the Parts concerned. Generally speaking, and for each modification of an Offer, the Supplier shall inform the Client of the possible repercussions on the prices and on the deadlines for the realization of the Services and / or the supply of the Parts.
2.4 In case of order of Parts by the Client, the sale will be perfect only after express and written acceptance of the Company, which will ensure in particular the availability of the requested Parts. This acceptance will be materialized by an email or a confirmation order.
2.5 In the event of cancellation, for any reason other than force majeure, an Order confirmed by the Supplier or an Offer accepted by the Client, and subject to the express acceptance of such cancellation by the Supplier. The deposit paid, as defined in Article 7 of these General Terms and Conditions, shall be gain by rights by the Supplier and shall not give to any refund.
2.6 Any order less than 30 euros will not be accepted by the Supplier.
2.7 The General Terms and Conditions applicable are those in force at the time of the acceptance by the Client of the Offer of the Supplier.
ARTICLE 3 : CONDITIONS FOR REALIZATION SERVICES
3.1 Intervention on site
The Services requiring an intervention on site are carried out on the Site whose address is indicated by the Client to the Supplier and mentioned in the Offer.
3.2 Obligation to cooperate
The Client shall make available to the Company all information necessary for the proper performance of the Services and undertakes to verify its accuracy. The Client shall notify the Company of any difficulty of which it has knowledge and which could have repercussions on the realization of the Services.
3.3 Access to Client premises - Health and Safety
When the employees of the Supplier are required to visit the Site, a joint inspection of the premises and installations concerned shall be carried out in accordance with the regulations in force.
The Supplier shall comply with the access rules of the Site and in particular its opening hours. The provisions of articles R. 4511-1 of the Labor Code will apply. Each party shall designate a single point of contact between the parties.
ARTICLE 4 : SUPPLY OF PARTS
4.1 Supply
The Supplier will supply the Parts ordered by the Client subject to compliance with the terms of Article 2.4. Only the references of the Supplier attributed to each piece will be taken into account. This reference should be recalled in any order.
4.2 Documentation
4.2 Documentation
If necessary, the Supplier will provide the Client with the Parts, any document, and any other information and instructions necessary for the safe and proper use of the Parts. The Supplier shall not be required to verify the conformity of the Parts with the Client's national law.
ARTICLE 5 : LEAD-TIME TO PERFOM SERVICES AND TO DELIVERY PARTS
5.1 Services
5.1.1 The Services are executed within the time agreed between the Supplier and the Client and specified in the Offer and subject to the payment provided for in article 7.1.
5.1.2 The lead-time may be extended by the Supplier and a new indicative date will be communicated to the Client, in the event of modification of the Services requested by the Client to the Supplier.
5.1.3 The liability of the Supplier cannot be incurred in case of delay or suspension of Services attributable to the Client or in case of force majeure as noted in article 12.
5.2 Delivery Parts
5.2.1 The Parts acquired by the Supplier will be delivered within the time specified in the Offer or in the acknowledgment of receipt of the Order.
5.2.2 Following current tensions over raw materials, the delivery times given in the Offer or in the Acknowledgment of receipt of the Order are indicative and without guarantee. A delay in delivery does not authorize the Customer to cancel the sale or refuse the goods.
5.2.3 This period does not constitute a period of rigor. Delay penalties may be paid if a 60-day delay is exceeded. In the absence of any special agreement between the Supplier and the Client, the amount of the penalties for delay may not exceed 5% of the total amount of the Offer or the Order. The penalties will be invoiced separately and no deduction can be made on the invoice of the Supplier.
5.2.4 No late payment will be made in the event of delay or suspension of delivery attributable to the Client or in case of force majeure.
5.2.5 The payment of penalties for late payment is equivalent to compensation. In no case, the liability of the Company can be sought.
5.2.6 The Client may not refuse the delivery or cancel the Offer or the Order in case of delay without the express agreement of the Supplier.
5.2.7 The delivery will be carried out in Ex Works, unless special agreement between the Supplier and the Client, according to the conditions of the Incoterms 2020. The Client shall bear all taxes, duties or fees payable under the regulations in force in France, the country of transit or the importing country.
5.2.8 The Client shall have to check the apparent condition of the Parts at the time of delivery. In the absence of reservations expressly made in writing and accompanied by the delivery note by the Client within seven days (7) of delivery, the Parts supplied by the Supplier will be deemed to be in conformity in quantity and quality to the Order.
5.2.9 Delivery of the Parts may take place at any other place designated by the Client, subject to seven days (7) notice prior to the scheduled delivery date and at the Client's exclusive expense.
5.2.10 The packaging complies with the regulations in force at the time of shipment. In the event of specific requests from the Client concerning the packaging or transport conditions of the ordered parts, duly accepted in writing by the Supplier, the costs associated with these requests will be subject to additional specific invoicing.
ARTICLE 6 : PRICES
Prices are in Euros.
6.2 Parts
6.1 The Services are provided by the Supplier at the rates indicated on the Offer. The prices are in euro net excluding VAT or any other tax due.
6.2 Parts
6.2.1 The Parts are sold by the Supplier at the rates indicated in the Offer. The prices are firm throughout the validity of the Offer. Beyond this period prices can be modified. If necessary, the Supplier will have to send its new prices to the Client if the latter accepts the Offer after this deadline. The Client shall then expressly accept this new price.
6.2.2 In the event of an Order by the Client, the Supplier will provide by email or by order of confirmation the acceptance of the Order taking into account the current rates.
ARTICLE 7 : TERMS OF PAYMENT – PENALTIES
7.1 Terms of payment for Services
Unless on purpose stipulated in the Offer, the Supplier issues:
- a down payment invoice corresponding to 30% of the amounts defined in the Offer, at the time the Client accepts the Offer or the Replacement Quote. This invoice is payable immediately, the start-up of the Services and / or the supply of the Parts being subject to its entire payment.
- a final invoice for payment of the balance (70% of the amounts defined in the Offer) at the end of the Services or receipt of the Parts. This invoice is payable within 30 days of its issue.
7.2 Terms of payment for Parts
Unless otherwise agreed by the Supplier and the Client, payment of the invoices established by the Supplier must be made within 30 days of its issue.
Unless specifically agreed between the Company and the Customer, payment of invoices issued by the Company must take place within 30 days of their issue.
7.3 Payment Terms
All invoices of the Supplier are payable by bank transfer or by check. The cheques must be addressed to the following address: Mywindparts, 84 boulevard de Sébastopol 75 003 Paris.
7.4 Unless on purpose agreed by the Supplier, no discounts are applicable in case of a cash or upfront payment of an invoice by the Client.
7.5 In the event of a complaint against the Supplier, the Client shall refrain from postponing the payment of a due date in whole or in part or to make any automatic compensation between sums due between the parties in accordance with Article 11.
7.6 The non-payment of a single due date makes it immediately payable the payment of the balance of all sums remaining due by the Client to the Supplier even if not due. The Supplier reserves the right to suspend all Offers and Replacement Quotations in progress or to refuse any further orders from the Supplier. Any delay in payment will also automatically entail late payment penalties calculated at the rate of three times the legal interest rate per month of delay and until full payment as well as the payment of a lump sum indemnity recovery of an amount of forty (40) euros. In the event that the recovery costs incurred by the Supplier exceed the amount of this lump sum allowance, the Supplier reserves the right to claim additional compensation.
ARTICLE 8 : PROPERTY – RISK TRANSFER
8.1 The risks of loss or deterioration attached to the Parts are transferred to the Client at the time of delivery of the Parts.
8.2 The Parts remain the whole and exclusive property of the Supplier until payment of all sums due to it, in principal and interest.
8.3 Any other provision provided for in the general conditions of purchase or other documents of the Client is unenforceable to the Supplier.
8.2 The Parts remain the whole and exclusive property of the Supplier until payment of all sums due to it, in principal and interest.
8.3 Any other provision provided for in the general conditions of purchase or other documents of the Client is unenforceable to the Supplier.
ARTICLE 9 : WARRANTY
The provisions of this warranty supersede all legal guarantees offered to the Client, insofar as permitted by law.
9.1 The selection and purchase of Parts or Services is placed under the responsibility of the Client, duly informed by the Supplier. The total or partial inability to use a part, in particular because of incompatibility with material shall not give to any compensation or questioning of the Supplier.
9.2 Warranty of Services
9.2.1. The Supplier guarantees that Services will comply with the specifications of the Offer, with the tolerances of use of the profession.
9.2.2 In the event of a complaint, the Client must furnish to the Supplier in detail all the evidence proving the reality of the poor performance of Services or an omission. Failing this, no claim may be validly accepted by the Supplier.
9.2.3 In the event of acceptance of the claim, the Supplier undertakes to re-perform Services.
9.3 Warranty of Parts
9.3.1 All Parts provided by the Supplier have a contractual guarantee of one year from the date of delivery, covering the non-conformity of a part, subject to compliance with article 5.2.7, And any hidden defect.
9.3.2 This warranty is an integral part of the Part sold by the Supplier, the Part may not be resold, altered, modified or modified.
9.3.3 Using of the guarantee is in no case a reason for non-payment of the invoice of the Supplier relating to the Part (s) concerned, nor a reason for compensation which is prohibited.
9.3.4 The warranty is limited to the Parts and is limited to its replacement or reimbursement, and excludes, for the Supplier, any obligation to repair material and / or immaterial damages (such as loss of business, loss of production, loss of chance, loss of data, financial or commercial damage or other), direct and / or indirect, suffered by the Client and resulting from the use and / or failure of the Parts.
9.3.5 The replacement of the defective Part(s) shall not have the effect of extending the duration of the above-mentioned guarantee.
9.3.6 The warranty shall not occur if the Parts have been subject to abnormal use or have been used under conditions different from those for which they were manufactured, in particular in the event of non-compliance with the prescribed conditions in the operating instructions. It also does not apply to the case of deterioration or accident resulting from shock, fall, negligence, lack of supervision or maintenance, or in case of transformation of the Parts by the Client.
9.1 The selection and purchase of Parts or Services is placed under the responsibility of the Client, duly informed by the Supplier. The total or partial inability to use a part, in particular because of incompatibility with material shall not give to any compensation or questioning of the Supplier.
9.2 Warranty of Services
9.2.1. The Supplier guarantees that Services will comply with the specifications of the Offer, with the tolerances of use of the profession.
9.2.2 In the event of a complaint, the Client must furnish to the Supplier in detail all the evidence proving the reality of the poor performance of Services or an omission. Failing this, no claim may be validly accepted by the Supplier.
9.2.3 In the event of acceptance of the claim, the Supplier undertakes to re-perform Services.
9.3 Warranty of Parts
9.3.1 All Parts provided by the Supplier have a contractual guarantee of one year from the date of delivery, covering the non-conformity of a part, subject to compliance with article 5.2.7, And any hidden defect.
9.3.2 This warranty is an integral part of the Part sold by the Supplier, the Part may not be resold, altered, modified or modified.
9.3.3 Using of the guarantee is in no case a reason for non-payment of the invoice of the Supplier relating to the Part (s) concerned, nor a reason for compensation which is prohibited.
9.3.4 The warranty is limited to the Parts and is limited to its replacement or reimbursement, and excludes, for the Supplier, any obligation to repair material and / or immaterial damages (such as loss of business, loss of production, loss of chance, loss of data, financial or commercial damage or other), direct and / or indirect, suffered by the Client and resulting from the use and / or failure of the Parts.
9.3.5 The replacement of the defective Part(s) shall not have the effect of extending the duration of the above-mentioned guarantee.
9.3.6 The warranty shall not occur if the Parts have been subject to abnormal use or have been used under conditions different from those for which they were manufactured, in particular in the event of non-compliance with the prescribed conditions in the operating instructions. It also does not apply to the case of deterioration or accident resulting from shock, fall, negligence, lack of supervision or maintenance, or in case of transformation of the Parts by the Client.
9.4 These conditions have been communicated to the Client and accepted by the Client prior to the conclusion of the Offer.
ARTICLE 10 : LIABILITY
In the event of proven fault of the Supplier and in proportion to its liability, only the proved material damage will be repaired, excluding any remedies of immaterial damages or indirect damages.
In no case shall the liability of the Supplier be sought if the Client has provided the Supplier with incorrect information for the performance of the Services or in case of force majeure pursuant to Article 13.
ARTICLE 11 : ABSENCE OF COMPENSATION
Subject to the prior written agreement of the Supplier, and provided that the reciprocal receivables and debts are certain, liquid and payable in accordance with the provisions of articles 1289 of the Civil Code, no compensation shall be validly made by the Client between possible penalties for delay in the performance of the Services or the supply of the Parts or non-conformity of the Services or Parts to the Offer or the Order and the sums due by the Client to the Supplier in respect of the said Services or supply of Parts..
ARTICLE 12 : CONFIDENTIALITY
The Client also undertakes to maintain the strictest confidentiality with regard to any information, of whatever nature, which may be communicated to him by the Supplier, on any medium whatsoever, in the context of an Offer. The realization of the Services and the supply of Parts. The Client undertakes not to disclose this information to any third party and to ensure the strict respect of its confidentiality by its agents, permanent or occasional interveners. In this respect, the Client undertakes to communicate the information received from the Supplier only to those of its employees whose knowledge of this information is absolutely necessary for the proper execution of the Offer. This obligation of confidentiality will be maintained for a period of two (2) years from the end of the Services and / or the supply of the Parts subject to the Offer or the accepted Order.
ARTICLE 13 : FORCE MAJEURE
The Supplier cannot be held liable in case of breach of its obligations if this breach is due to the occurrence of a case of force majeure. In particular, cases of force majeure, total or partial strikes, hindering the proper functioning of the Supplier, interruption of transport, shutdown of a machine, natural disaster (storm, fire, flood), any accident or interruption of services, breakdown or difficulties in supplying parts. In this case, the obligations of the Supplier are suspended, the deadlines for execution agreed between the Supplier and the Client will resume at the end of the suspension. In the event of force majeure persisting for more than three (6) months, any party may terminate the Offer, with immediate effect, by sending a registered letter with acknowledgment of receipt.
ARTICLE 14 : SUBCONTRACTING
The Client authorizes the Supplier to subcontract the Services to a subcontractor of its choice and undertakes in advance to approve the subcontractors presented by the Supplier, unless duly justified. In the event of subcontracting, the Supplier supervises and controls the Services performed by its subcontractors.
ARTICLE 15 : INTELLECTUAL PROPERTY
The Supplier retains ownership of all intellectual property rights relating to studies, plans, projects, documents, reports, tools, etc. carried out and drawn up by the Supplier (even at the Client's request) within the framework of and for the purposes of the realization of the Services and / or the supply of Parts.
The Client therefore refuses any reproduction, use, dissemination or exploitation of said studies, plans, projects, documents, reports, tools, etc. without the express prior written authorization of the Supplier which may condition it to a counterparty financial situation.
ARTICLE 16 : TERMINATION
16.1 In the event of violation by the Client of the stipulations of articles 12 and 15, relating to confidentiality and intellectual property, Confirmed Orders and Offers will be deemed to be terminated ipso jure.
The Client shall then settle the prices agreed under the Offer or the Confirmed Order, the Supplier reserving the right to claim damages.
16.2 In the event of non-payment of invoices within 30 days of issue, the Company may send by registered letter with acknowledgment of receipt a formal notice to make payment, failing payment within 8 days it may proceed to the termination of the contract in progress.
ARTICLE 17 : APPLICABLE LAW - ASSIGNMENT OF JURISDICTION
17.1 These General Terms and Conditions are subject to French law.
17.2 The Supplier and the Client will attempt by any means to settle amicably any dispute that may arise between them.
17.3 In the absence of an amicable settlement, any dispute concerning the validity, interpretation and execution of these General Terms and Conditions shall be subject to the exclusive jurisdiction of the Tribunal de Commerce de Paris.
17.2 The Supplier and the Client will attempt by any means to settle amicably any dispute that may arise between them.
17.3 In the absence of an amicable settlement, any dispute concerning the validity, interpretation and execution of these General Terms and Conditions shall be subject to the exclusive jurisdiction of the Tribunal de Commerce de Paris.