GENERAL SALES CONDITIONS (PRODUCTS)
ARTICLE 1 – Scope
These general terms and conditions of sale constitute, in accordance with Article L 441-6 of the French Commercial Code, the sole basis of the commercial relationship between the parties.
The purpose of these guidelines is to define the conditions under which QOOPASPORTS (a limited liability company with a capital of 8.000 € registered with the RCS of ANNECY (74) under number 840 432 116, registered office 100 route des Prés Rollier 74330 SILLINGY, FRANCE) (hereinafter referred to as “The Supplier”) provides Professional Buyers, whether for resale or use, in particular in an associative context (hereinafter referred to as “The Purchasers or the Purchaser”) who make a request to it, via the Supplier’s website, by direct contact or via a paper medium, for the following products:
– sports equipment, including Foobaskill specific balls (registered trademark), specific studs, specific cages, and any accessory equipment (hereinafter referred to as “The Products”).
They apply without restriction or reservation to all sales made by the Supplier to Purchasers of the same category, regardless of the clauses that may appear on the Purchaser’s documents, and in particular its general conditions of purchase on which they prevail.
In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any Buyer who so requests, to enable him to place an order with the Supplier.
They are also communicated to any distributor (excluding wholesalers) prior to the conclusion of a single agreement referred to in Article L 441-7 of the French Commercial Code, within the legal deadlines.
Any order for Products implies, on the part of the Purchaser, the acceptance of these General Terms and Conditions of Sale and the general conditions of use of the Supplier’s website for electronic orders.
The information contained in the Supplier’s catalogues, leaflets and tariffs is given for information purposes only and may be revised at any time. The Supplier is entitled to make any modifications that it deems useful.
ARTICLE 2 – Orders – Rates
Sales are only perfect after express written acceptance of the Purchaser’s order by the Supplier, who will ensure in particular, the availability of the requested products, materialized by email, at the address that the purchaser will have specified on his order.
Orders must be confirmed in writing, using an order form duly signed by the Purchaser.
The Supplier has electronic ordering (including acceptance and confirmation) means (qoopasports.com site) allowing the Purchaser to order the products in the best conditions of convenience and speed.
For orders placed exclusively on the Internet, an order is recorded on the Supplier’s website when the Purchaser accepts these General Terms and Conditions of Sale by ticking the box provided for this purpose and validating his order. This validation implies the acceptance of all the present General Terms and Conditions of Sale and constitutes proof of the sales contract.
The taking into account of the order and its acceptance (quantities, prices and deadlines) are confirmed by sending an email. The data recorded in the Supplier’s computer system constitutes proof of all transactions concluded with the Purchaser.
The Products are supplied at the rates mentioned in the Supplier’s schedule, and, where applicable, in the commercial proposal addressed to the Purchaser. These rates are firm and not subject to revision during their validity period.
Any modifications requested by the Purchaser may only be taken into account, within the limits of the Supplier’s possibilities and at its sole discretion, if they are notified in writing at least 8 days before the date scheduled for the delivery of the ordered Products, after signature by the Purchaser of a specific order form and possible adjustment of the price. An acknowledgement of receipt of the amendment will be issued if the amendment is accepted.
In the event of cancellation of the order by the Purchaser after its acceptance by the Supplier less than 10 days at least before the date scheduled for the supply of the ordered Products, for any reason other than force majeure, a sum corresponding to 20% of the total price excluding VAT of the Services shall be acquired by the Supplier and invoiced to the Customer, as compensation for the damage thus suffered.
The products are supplied at the Supplier’s rates in effect on the day the order is placed, and, where applicable, in the specific commercial proposal addressed to the Purchaser. These rates are firm and not subject to revision during their period of validity, as indicated by the Supplier.
These prices are net and exclusive of tax, packaging included, ex works or head office. They do not include transport, unless otherwise specified in the tariff, nor any customs charges and insurance that remain the responsibility of the Purchaser.
Special pricing conditions may be applied depending on the specific requirements of the Buyer, in particular regarding delivery terms and deadlines, or payment terms and conditions. A specific commercial offer will then be sent to the Purchaser by the Supplier.
ARTICLE 3 – Payment terms
The price is payable in full and in a single payment:
– for commercial companies, within 30 days of delivery, as defined in the article “Deliveries” below, agreed between the Purchaser and the Supplier during the commercial negotiation. This period, which will be counted as follows: 30 days from the day following the day of delivery, will be mentioned on the invoice sent to the Purchaser.
– for associations, by cash payment on order
Payments are made by bank transfer only, for associations upon receipt of the acknowledgement of receipt or at the latest within 48 hours of its issuance.
In case of payment by bank check, it must be issued by a bank domiciled in metropolitan France or Monaco.
The cheque is cashed immediately.
Payments made by the Purchaser shall only be considered final after the actual collection of the sums due by the Supplier.
The payment will result in the immediate payment of 100% of the sums due, without prejudice to any other action that the Supplier may bring against the Purchaser in this respect.
in the event of non-compliance with the above payment conditions, the Supplier also reserves the right to suspend the performance of its obligations.
Unless the Supplier has given its express, prior and written consent, and provided that the reciprocal claims and debts are certain, liquid and payable, no compensation may be validly made between any penalties for delay in delivery or non-compliance of the products ordered by the Purchaser on the one hand, and the amounts due by the latter to the Supplier for the purchase of said products on the other hand.
Finally, a fixed compensation for recovery costs, in the amount of 40 euros, will be due, ipso jure and without prior notification by the Purchaser in the event of late payment. The Supplier reserves the right to request additional compensation from the Purchaser if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.
The Supplier reserves, until the full payment of the price by the Purchaser, a right of ownership of the products sold, allowing him to take possession of said products. Any advance payment made by the Purchaser shall remain the property of the Supplier as a lump sum compensation, without prejudice to any other action it may be entitled to take against the Purchaser as a result.
On the other hand, the risk of loss and deterioration will be transferred to the Buyer as soon as the ordered products are delivered.
The Purchaser therefore undertakes to insure, at his own expense, the products ordered, for the benefit of the Supplier, by ad hoc insurance, until the complete transfer of ownership and to justify this to the latter upon delivery. Failing this, the Supplier shall be entitled to delay delivery until such proof is provided.
No discount will be applied by the Supplier for payment before the date on the invoice.
ARTICLE 4 – Discounts and Returns
The Purchaser may benefit from discounts and rebates in return for taking over, on behalf of the Supplier, the following services: promotional operations, in particular the organisation of demonstration tournaments, not detachable from the purchase and sale operations, according to the terms determined by mutual agreement between the parties, during commercial negotiations, according to the nature and volume of the services rendered.
ARTICLE 5 – Deliveries
The Products acquired by the Purchaser shall be delivered within a maximum period of 15 days from the receipt by the Supplier of the corresponding duly signed purchase order.
This period does not constitute a strict period of time and the Supplier cannot be held liable to the Purchaser in the event of a delay in delivery not exceeding 8 days.
In the event of a delay of more than 15 days, the Buyer may request the resolution of the sale. Advances already paid will then be returned to it by the Supplier.
The Supplier may under no circumstances be held liable in the event of a delay or suspension of delivery attributable to the Purchaser or in the event of force majeure.
Delivery will be made to SILLINGY (74330), 100 route des prés Rollier by delivery at the Supplier’s premises, to a shipper or carrier, products travelling at the Purchaser’s risk.
The Purchaser is required to check the apparent condition of the products upon delivery. In the absence of reservations expressly made by the Purchaser at the time of delivery, the Products delivered by the Supplier shall be deemed to conform in quantity and quality to the order.
The Purchaser shall have a period of 3 days from the delivery and receipt of the ordered products to make such reservations in writing to the Supplier.
No complaint can be validly accepted in the event of non-compliance with these formalities by the Purchaser.
The Supplier shall replace as soon as possible and at its own expense, the delivered Products whose lack of conformity has been duly proven by the Purchaser.
ARTICLE 6 – Transfer of ownership – Transfer of risks
6-1 . Transfer of ownership
The transfer of ownership of the Products to the Buyer will only be carried out after full payment of the price by the latter, regardless of the delivery date of the Products.
6-2 . Transfer of risks
The transfer to the Purchaser of the risks of loss and deterioration of the products will be carried out upon delivery and receipt of said products, regardless of the transfer of ownership, and this regardless of the date of the order and payment thereof.
The Purchaser acknowledges that it is the carrier’s responsibility to make the delivery, the Supplier being deemed to have fulfilled its obligation to deliver as soon as it has handed over the ordered products to the carrier who has accepted them without reservation. The Purchaser therefore has no warranty claim against the Supplier in the event of failure to deliver the Products ordered or damage during transport or unloading.
ARTICLE 7 – Supplier’s liability – Warranty
Products delivered by the Supplier are covered by a contractual warranty of 1 year, from the date of delivery, covering non-compliance of the products with the order and any hidden defects resulting from a defect in material, design or manufacturing affecting the products delivered and making them unfit for use.
The warranty forms an inseparable whole with the Product sold by the Supplier. The Product may not be sold or resold altered, transformed or modified.
This warranty is limited to the replacement or refund of non-conforming or defective products.
In order to assert its rights, the Purchaser must, under penalty of forfeiture of any action relating thereto, inform the Supplier, in writing, of the existence of the defects within a maximum period of 1 month from their discovery.
The Supplier will replace or have repaired the Products or parts under warranty deemed defective. This guarantee also covers labour costs.
Replacement of defective Products or parts will not extend the duration of the above warranty.
The warranty may not be granted if the Products have been used abnormally, or have been used under conditions different from those for which they were manufactured, in particular in the event of non-compliance with the conditions prescribed in the instructions for use available on the qoopasports.com website, an address that the Purchaser undertakes to communicate or have communicated to end users.
It also does not apply in the event of damage or accident resulting from impact, fall, negligence, lack of supervision or maintenance, or in the event of transformation of the Product.
ARTICLE 8 – Unforeseeability
In the event of a change in unforeseeable circumstances at the time of conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party which has not accepted to assume an excessively onerous performance risk may request a renegotiation of the contract from its contracting partner.<However, if the change in unforeseeable circumstances at the time of conclusion of the contract was definitive or lasted longer than 1 month, these terms and conditions shall be purely and simply resolved in accordance with the procedures defined in the article “Resolution for Unforeseeable Events”.
ARTICLE 9 – Enforcement in kind
In the event of a breach by either Party of its obligations, the defaulting Party shall have the right to request the forced execution in kind of the obligations arising hereunder. In accordance with the provisions of article 1221 of the Civil Code, the creditor of the obligation may continue this forced performance 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 to the debtor, in good faith, and its interest to the creditor.
The defaulting Party may, in the event of non-performance of any of the obligations incumbent on the other Party, request termination of the contract in accordance with the procedures defined in Article “Termination of the contract”.
ARTICLE 10 – Non-performance exception
It is recalled that pursuant to Article 1219 of the Civil Code, each Party may refuse to fulfil its obligation, even if it is due, if the other Party does not fulfil its obligation and if this non-performance is sufficiently serious, i. e. likely to jeopardise the continuation of the contract or fundamentally upset its economic balance. The suspension of enforcement shall take effect immediately upon receipt by the defaulting Party of the notice of default sent to it to that effect by the defaulting Party indicating the intention to apply the exception of non-performance until the defaulting Party has remedied the breach found, served by registered letter with acknowledgement of receipt or on any other durable written medium providing proof of dispatch.
This exception of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not fulfil its obligations when due and that the consequences of such non-performance are sufficiently serious for the Party suffering from default.
This option is used at the risk and peril of the Party taking the initiative.
The suspension of execution shall take effect immediately, upon receipt by the alleged defaulting Party of the notification of the intention to apply the exception of preventive non-performance until the alleged defaulting Party has fulfilled the obligation for which a future breach is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium permitting proof of the sending.
However, if the impediment was definitive or lasted more than 30 days from the date on which the impediment was established by registered letter, these terms and conditions would be purely and simply resolved in accordance with the procedures defined in Article Resolution for failure by a party to fulfil its obligations.
ARTICLE 11 – Force majeure
The Parties shall not be held liable if the non-execution or delay in the execution of any of their obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the Civil Code.
The Party noting the event must immediately inform the other Party of its inability to perform its service and justify this to it. The suspension of obligations may under no circumstances be a cause of liability for failure to perform the obligation in question, nor induce the payment of damages or penalties for late payment.
The 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 has disappeared, the Parties shall make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the prevented Party shall notify the other Party of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act. If the impediment is definitive, these terms and conditions shall be purely and simply resolved in accordance with the procedures defined in the article “Resolution for force majeure”.
During this suspension, the Parties agree that the costs generated by the situation will be divided in half.
ARTICLE 12 – Contract resolution
12-1 – Resolution for unforeseen events
The resolution for the impossibility of the performance of an obligation which has become excessively onerous may, notwithstanding the clause Resolution for failure by a party to fulfil its obligations set out below, be taken only 8 days after the sending of a formal notice stating the intention to apply this clause notified by registered letter with acknowledgement of receipt or any extrajudicial act.
12-2 – Resolution for force majeure
The automatic resolution for force majeure, notwithstanding the clause Resolution for failure by a party to fulfil its obligations set out below, may only take place 8 days after the sending of a formal notice notified by registered letter with acknowledgement of receipt or any extrajudicial act.
12-3 – Provisions common to resolution cases
It is expressly agreed between the Parties that the debtor of an obligation to pay under this agreement shall be validly put in default by the mere exigibility of the obligation, in accordance with the provisions of Article 1344 of the Civil Code. In any event, the aggrieved Party may seek legal action for damages.
ARTICLE 13 – Disputes
ARTICLE 13-1 – Attribution of jurisdiction
ALL LITIGATIONS TO WHICH THIS AGREEMENT AND THE AGREEMENTS WHICH RESULT FROM IT COULD BE PLACED, CONCERNING THEIR VALIDITY, INTERPRETATION, PERFORMANCE, RESOLUTION, CONSEQUENCES AND FOLLOWS WILL BE SUBJECT TO THE TRADE COURT OF ANNECYSI.
ARTICLE 14 – Applicable law – Language of the contract
Express agreement between the parties, these General Terms and Conditions of Sale and the resulting purchase and sale transactions are governed by French law.
They are written in French. In the event that they are translated into one or more languages, the French text alone shall prevail in the event of a dispute.
ARTICLE 15 – Buyer’s acceptance
These general terms and conditions of sale as well as the attached tariffs and scales concerning discounts and rebates are expressly approved and accepted by the Purchaser, who declares and acknowledges that he is fully aware of them, and therefore waives the right to rely on any contradictory document and, in particular, his own general terms and conditions of purchase.