ARTICLE 1 – PURPOSE AND SCOPE OF APPLICATION
Any order of products shall imply the purchaser’s unreserved acceptance, and their full compliance with these General Conditions of Sale which shall take precedence over any of the purchaser’s documents, and notably over any general conditions of purchase, unless specifically agreed in writing by the parties prior to the order.
ARTICLE 2 – ORDERS
2.1 Definition
The term order is to be understood as :
- any order referring to our products featured on our price lists and/or our website.
- any quotation request on the website.
This order may be confirmed either by the delivery of a PDF of the signed order slip or by confirmation on the website.
In the event that ODF requests a deposit to be paid for the order, said order is not definitively accepted until the stipulated deposit has been received.
Similarly, the order shall only be binding on ODR when the latter has confirmed receipt thereof, either by the acknowledgement of receipt of the order validation or by the communication of a quotation.
In the event that the products ordered are out of stock or unavailable, ODF shall inform the Client and may offer them either the cancellation of the order, the postponement of the desired delivery date, or a partial delivery.
2.2 Modification
2.2. 1. The orders transmitted to our Company cannot be revoked by the client unless they have our written agreement for any custom-made elements.
2.2. 2. Regarding standard products, any request to modify the composition or the volume of an order by a client must be performed in writing including by fax or email, within 48 hours at the latest after the reception of the initial order by the Company and, if accepted, will incur a new delivery period. This modification may only be taken into account if the order has yet to be prepared and despatched.
ARTICLE 3 – DELIVERIES
3.1 Delivery periods
3.1. 1. Delivery periods are provided for information purposes only, and notably depend on the availability of carriers and the order in which orders are placed.
Delivery delays shall not give rise to any penalty or indemnity or result in the cancellation of the order.
3.1. 2. In the event that a deposit is to be paid for the order, the delivery period shall only begin once the deposit is received, which implies the definitive acceptance of the order.
3.2 Risks
The transfer of risks for the products sold by our Company shall take place upon the handover of the products to the carrier or upon the exit thereof from our warehouses.
3.3 Transport
In the event of damage to delivered packages or missing packages, any product that has not been the subject of reservations by registered letter with acknowledgement of receipt within three (3) days following the reception thereof from the carrier, with a copy having been simultaneously addressed to our Company, in accordance with Article L 133-3 of the French Commercial Code, shall be deemed to have been accepted by the client.
3.4 Acceptance
3.4. 1. Without prejudice to the provisions provided for in the previous Article, in the event of apparent defects, or missing merchandise upon delivery, any claim, of any nature whatsoever, pertaining to the delivered products, will only be accepted by our Company if it is carried out in writing by registered letter with acknowledgement of receipt within a period of fifteen days provided for in Article 3.3.
3.4. 2. It is the responsibility of the purchaser to supply any proof regarding the accuracy of the noted defects or missing items.
3.4. 3. No merchandise can be returned by the client without the prior written agreement of our Company, notably obtained by fax or email. Our Company shall choose the carrier.
The return fees shall only be covered by our Company in the event of obvious defects or missing items observed by our Company or its agent.
3.4. 4. Once an obvious defect or a missing item has been observed by our Company or its agent after verification, the client may only request the replacement of a non-compliant item and/or the provision of the missing items at our expense, without the client being able to claim any compensation or the termination of the order.
3.4. 5. The claim made by the purchaser under the conditions and according to the terms set forth in this article shall not suspend the client’s obligation to pay for the merchandise in question.
3.4. 6. The liability of our Company cannot be incurred in any circumstances due to any destruction, damage, loss or theft during transport, even if it chose the carrier.
3.5 Suspension of deliveries
In the event of the non-payment of all or part of an invoice that has come due, after a formal notice has gone unheeded after 48 hours, our Company reserves the possibility to suspend any ongoing and/or future deliveries.
3.6 Cash payment
Our Company may require a cash payment, the provision of guarantees by the client or the coverage of the client by a credit insurer before accepting the order or proceeding with the performance thereof. In the event of the refusal of a cash payment, without a sufficient guarantee being provided by the client, our Company may refuse to honour the order(s) placed and to deliver the merchandise in question, without the client being able to claim an unjustified refusal of sale, or to claim any indemnity.
3.7 Refusal of an order
In the event that a client places an order with our Company, without having paid for a previous order or orders, our Company may refuse to honour the order and to deliver the merchandise in question, without the client being able to claim any indemnity whatsoever, for any reason whatsoever.
ARTICLE 4 – SERVICE
4.1. ODF may also be required to install some of the elements sold. Within this context, ODF shall be bound by a best-efforts obligation with regard to its Client. It undertakes to implement any means provided for in the Contract and in accordance with the customary professional practices in force or the performance of the Services ordered by the Client.
4.2. Any performance date that may be fixed by the Contract is provided on a provisional basis and any potential overrun cannot in any event give rise to damages, the withholding of payment or the cancellation of the ongoing order.
However, if within a reasonable period after the provisional date of the Service, said service has not been performed by any reason other than an event of force majeure or bad weather, the Contract can be terminated by either of the parties, without prejudice to the right to claim damages which may be requested from the defaulting party.
4.3. The Client has an information and collaboration obligation to enable the Service Provider to perform the Service.
The liability of our Company cannot be incurred for an error caused by a lack of information or incorrect information provided by the Client.
4.4. The Client undertakes to:
- Inform the Service Provider of any problem that may impact the correct performance of the Service by the Service Provider,
- Comply with the methods and procedures determined and implemented by the Service Provider,
- Not to interfere in the implemented methods and procedures, under any circumstances, and by any means whatsoever.
- Not to damage the implemented material; as the case may be, the replacement thereof shall be invoiced to them, as well as any indemnity that they may receive for any damage.
- To give access to the entirety of the work area as defined in the Contract. More specifically, when the Service is to take place in a building containing different premises or places, the Client must enable access to all parts of the building necessary for the Service.
ARTICLE 5 – TARIFF - PRICE
5.1. Tariff
5.1. 1. The tariff in force can be revised at any moment.
ODF reserves the right to modify its tariffs at any moment. However, it undertakes to invoice the merchandise ordered at the prices indicated at the time the order was registered.
The price offers are valid for thirty days as from their despatch unless otherwise indicated in the offer.
5.2. Price
5.2. 1. Our prices are fixed by the tariff in force on the day that the order is placed. They are always provided excl. tax, for packaged products, taken from our stores.
5.2. 2. Unless expressly stipulated to the contrary, our prices do not include delivery fees, that are invoiced in addition, and indicated before the validation of the order.
5.2. 3. Our prices are calculated net, without discount, and payable thirty (30) days as from the date of issue of the invoice, unless otherwise stipulated or the application by our Company of provisions of Article 3.6 regarding cash payments.
5.2. 4. Unless otherwise agreed, delivery delays shall not incur the cancellation or the modification of the contract. They shall not give rise to damages. The criminal clauses featured on our clients’ commercial documents are not binding on us.
5.2. 5. The performance delays accepted by our Company only bind it under the following conditions: the client’s compliance with the payment conditions, the provision of technical specifications in good time, the absence of delays in the designs or preparatory work, and the absence of an event of force majeure, as defined in Article 8.
5.2. 6. Unless otherwise agreed, the packaging is designed and prepared by our Company. It is not taken back.
ARTICLE 6 – PAYMENT TERMS
6.1. Payment
Our invoices are payable on the due date featured therein. Only the genuine reception of the bank draft or truncated bill of exchange shall be considered as constituting full payment within the meaning of these General Conditions of Sale.
6.2 Non-payment
6.2. 1. Any unpaid amount incl. tax, by the due date shall result in the payment by the client of:
- penalties fixed at the interest rate applied by the European Central Bank during its most recent financing operation, increased by ten (10) percentage points.
- a fixed sum indemnity for recovery fees fixed at €40 without prejudice to our right to request supplementary indemnification, upon the production of proof.
These penalties and this fixed sum indemnity are automatically payable without reminders or formal notice and shall be automatically debited from the client’s account.
6.2. 2. In addition, our Company reserves the right to refer the matter to the competent Court in order to obtain said payment, with penalty payments per day of delay.
ARTICLE 7 – RESERVATION OF OWNERSHIP
The products sold shall remain the property of the Company until the full payment of the invoices. In this regard, the provision of a bank draft or any other title creating an obligation to pay, shall not constitute a payment within the meaning of this clause. The payment will only be considered to have been made when the price, including both principal and ancillary amounts, is received by ODF.
If the products that are the subject of this reservation of ownership have been re-sold by the client, the amount due to our Company shall be automatically transported to the amount due for the products re-sold by the client.
Any instalments that may have been paid previously shall remain the property of our Company, in their entirety, under the criminal clause.
ODF is as of now authorised by the client, to have an inventory drawn up and/or to place any unpaid products that it holds in escrow.
ARTICLE 8 – FORCE MAJEURE
Any events that are out of the parties’ control, that they could not be reasonably expected to foresee, and that they could not reasonably avoid or overcome, to the extent that the occurrence thereof renders the performance of the obligations entirely impossible, shall be considered as events of force majeure or fortuitous events.
Any strikes of all or part of our Company’s staff or its usual carriers, fire, flood, war, production shut-downs due to accidental breakdowns, the impossibility of being supplied with raw materials, epidemics, thaw barriers, roadblocks, strikes, electricity or gas supply shortages, or supply shortages due to no fault of our Company, as well as any other reason for supply shortages due to our suppliers, shall be considered as equivalent to events or force majeure of fortuitous events discharging our Company from its obligation to deliver within the periods initially envisaged.
In such circumstances, our Company shall inform the client in writing, notably by fax or email, within 24 hours of the events occurring, and the contract linking our Company and the Client shall then be automatically suspended without indemnity, as from the date of the occurrence of the event, until it comes to an end.
If the event should last for more than thirty (30) days as from of the date of the occurrence thereof, the contract of sale concluded by our Company and its client may be terminated by the most timely party, without either of the parties being able to claim damages.
This termination shall take effect upon the presentation of the registered letter with acknowledgement of receipt opposing said contract of sale.
ARTICLE 9 – PRIVATE LIFE AND DATA PROTECTION
9.1 Definition of personal data
This refers to elements of information including nominative indications enabling the identification of the holder.
The personal data collected by our Company regarding you is necessary for the management of your orders and follow-up of our commercial relationship.
It may be transmitted to companies that contribute to this commercial relationship such as those entrusted with transport and deliveries, or the management of payments.
Our Company may also use this data for business development purposes, notably via the sending of promotional offers.
Lastly, our Company monitors the WEB activity of the user via cookies to facilitate browsing on the website.
9.2 Legal guarantees
The processing of personal data is based on the users’ consent.
By virtue of the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 pertaining to the protection of physical persons with regard to personal data processing and the free movement of this data (GDPR), the user has the right to access, rectify and delete any nominative data regarding it stored by our Company’s website, as well as the right for such data to be forgotten, and the portability thereof. They also have the right to limit or object to the processing of nominative data.
To exercise said right, they can contact the Data Controller by email at the following address: administrateur@odf.fr
Our Company undertakes to make the modifications or delete the data as soon as possible.
Our Company partially subcontracts the hosting and the storage of this personal data. This data is stored by the Company PHPNET - 3 rue des pins - 38100 GRENOBLE (France) within the IT department of the company ODF ZI Activa 20000 rue de l’Europe 76510 SAINT NICOLAS D’ALLIERMONT
The data processing conditions by Microsoft Corporation are available: https://www.phpnet.org/
In accordance with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27th April 2016 pertaining to the processing of personal data and the free movement of this data (GDPR), the Company undertakes only to process the personal data collected for the purpose(s) in relation to the activity of the ODF website.
9.3 Management of cookies
Technically, the user has the possibility of prohibiting the operation of cookies by configuring their internet browser:
For Microsoft internet explorer
- Choose the “tools” menu then “internet options”.
- Click on the “confidentiality” tab.
- Select the desired level using the cursor.
For Mozilla Firefox
- Choose the “tools” menu then “Options”.
- Click on the “private life” icon.
- Choose the “cookie” menu and modify the options.
For Google Chrome
- Click on the Google Chrome menu in the toolbar of the browser.
- Select “Tools”.
- Select Delete browsing data.
- In the dialogue box that appears on the screen, tick the boxes corresponding to the type of information that is to be deleted.
- Use the menu located at the top of the screen to collect the amount of data to be deleted.
The user may contact our network administrator at any time by email at administrateur@odf.fr in order to inform them of the cookie deletion terms of its browser.
ARTICLE 10 - ALLOCATION OF JURISDICTION AND APPLICABLE LAW
All the clauses featured in these General Conditions of Sale, as well as any purchase and sales transactions referred to herein are subject to French law, with the application of the VIENNA Convention on the international sale of merchandise being expressly excluded. By express agreement, any disputes pertaining to the establishment, the performance and the suspension of contractual obligations between the parties are subject to the PARIS Commercial Court within the jurisdiction in which the seller's registered office is located, whatever the conditions of sale and accepted payment method, even in the event of third party appeals and multiple defendants, with the seller reserving the possibility of referring the matter to the Court with territorial jurisdiction in which the purchaser’s registered office is located.
This allocation of jurisdiction clause shall not apply in the event of a sale to individual Consumers.
ARTICLE 11 - SPECIFIC NATURE OF SALES TO INDIVIDUAL CONSUMERS
In accordance with the provisions of the Consumer Code, the individual consumer has a period of 14 days as from the order to withdraw.
A withdrawal form is featured at the end of these general conditions of sale. As soon as the withdrawal form is received, ODF shall give receipt therefor by any means.
The right to withdraw is excluded for orders concluded directly within an ODF place of business or if the delivery takes place before the end of the withdrawal period taking into account the individual consumer’s agreement.
Lastly, the right to withdraw does not apply to contracts for the provision of goods manufactured according to the specifications of the consumer or that have been considerably customised.
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CANCELLATION OF AN ORDER (French Consumer Code - Article L. 221-18)
Conditions :
- Fill out and sign this form
- Send it by registered letter with acknowledgement of receipt
- Despatch it on the fourteenth day at the latest, from the day of the order or, if this period is due to expire on a Saturday, Sunday, bank holiday or non-working day, on the next working day
I the undersigned, hereby declare that I wish to cancel my order hereinafter:
Nature of the goods or service ordered :
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Date of the order :
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Name of the Client :
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Address of the Client :
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Signature of the Client :
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