Scope:
These terms and conditions of sale (the “Terms and Conditions” or the “Terms and Conditions of Sale” or the “T&Cs”) apply to any order from a professional customer (the “Customer”) or any sales offer from the company “DL Equipement” (the “Seller” or “DL Equipement”) in France or for export.
The T&Cs are regularly updated by DL Equipement. They apply from the date of the last update shown at the top of the T&Cs, until their next update by DL Equipement, which may be necessary for legal, commercial, financial or technical reasons. From the update date, they cancel and replace all previous conditions.
No other general condition, clause or term modifying these T&Cs may be enforced against DL Equipement.
By confirming an order, the Customer is deemed to accept these T&Cs in full.
Information (including prices) contained in DL Equipement catalogues, sales brochures, leaflets and websites are for information purposes only, often for a fixed period and may be revised at any time. DL Facilities may make any changes it deems necessary. The prices set out in the quote issued by DL Equipement are valid for the period indicated in the quote.
These T&Cs may be updated at any time.
Account opening:
To open a company account, the Customer must provide DL Equipement with its company name, a point of contact, their department, the bank details (with an IBAN and BIC), contact details (address, telephone number, etc) and its intra-community VAT and company numbers.
The Customer declares that they have read the privacy policy available at: www.dl-equipement.fr
Orders:
Orders must be in writing, signed by an identified manager and stamped with a company stamp to be validated. If there is any doubt about the signature, DL Equipement reserves the right to request written confirmation by email or in writing. An order paid on a proforma invoice is deemed to have been accepted by the Customer.
An acknowledgement of receipt is sent to validate acceptance of the order.
Any validated order is deemed confirmed and final.
DL Equipement reserves the right not to accept an order that does not comply with these T&Cs.
DL Equipement reserves the right to accept or refuse the order and to express reservations or to cancel an order in the following circumstances:
- If a Customer has already faced payment difficulties (non-payment or late payment) for one (or more) previous orders or if DL Equipement has legitimate reasons to consider that the Customer will not be able to honour the agreed price;
- If the Customer is domiciled in a country or territory in which the Seller has previously granted exclusive sales rights to another professional.
DL Equipement reserves the right to add a processing fee of €25 to any order under €150 excluding VAT.
The products are offered for sale subject to availability of stock. If one or more products are unavailable in the validated order, DL Equipement is authorised to (i) cancel the order and refund the Customer, or, (ii) where possible, offer the Customer equivalent products at an equivalent price, subject to availability, or (iii) set a new delivery time for the products ordered.
Changing the order:
A confirmed order cannot be cancelled. If it is cancelled, the full price of the goods shall be invoiced to the Customer and immediately due. A confirmed ordered can only be modified with the prior, express, written agreement of both parties.
Quote:
A quote is valid for two months from the date it is sent by DL Equipement.
Validation of the quote, evidenced by the Customer’s signature, constitutes an order and acceptance of these T&Cs.
If there is any doubt about the Customer’s signature, DL Equipement reserves the right to request written confirmation by email or in writing.
Price:
All prices are quoted in Euro (€) excluding VAT on the base, for delivery within the European Union under incoterm EXW, 91ter Avenue Jean Jaurès 02300 Chauny, France, and for delivery outside the European Union, FCA (Incoterm®, ICC 2020) place of delivery 91ter Avenue Jean Jaurès 02300 Chauny, France.
Product prices are invoiced based on accepted quotes or at the applicable prices when receipt of the order is acknowledged if there is not quote. In the event of a significant rise in the price of raw materials, DL Equipement cannot guarantee its prices beyond orders already registered and confirmed. Prices may be revised based on current economic conditions.
Shipping costs are communicated by DL Equipement for information only and may be adjusted at the time of invoicing.
For sales outside mainland France, the Customer shall bear any customs duties, other local taxes, import duties, exchange rates, bank charges and state taxes that may be due in the country of destination. The Customer undertakes to check these aspects with the local authorities in the countries of destination.
Payment conditions:
For each first order, payment must be made in cash on a proforma invoice or on receipt of the definitive invoice.
From the second order, unless otherwise agreed in writing, payment must be made within 30 days of the invoice date. In case of early payment in cash within 12 days of the invoice date, a discount of 1% may be granted.
Payment must be made by bank transfer, unless other specific conditions are agreed in writing by DL Equipement.
DL Equipement will issue invoices for each delivery. If there are multiple deliveries, fortnightly invoices may group the deliveries together.
Late payment:
In the event of late payment and without a reminder being required, the Customer shall incur penalties on the day following the payment date set out on the invoice. Any late payment shall give rise to late payment penalties equal to the ECB interest rate plus 10 points. The Customer is deprived of the benefit of the term and DL Equipement may demand immediate payment of the balance of the price remaining due. The Customer must reimburse any charges incurred for the recovery of sums due – bailiffs, lawyers, etc.
Furthermore, a fixed penalty for collection costs is automatically due from the first day of late payment.
This fixed penalty of €40 must be paid in addition to the late payment penalties.
DL Equipement reserves the right, with or without notice, to suspend the Customer’s current orders until the Customer has paid the sums due, and to repossess the equipment delivered.
Retention of title:
Under article 2367 of the French Civil Code, the products sold remain the property of DL Equipement until full payment of the price and its accessories by the Customer.
Non-payment of the price, even in part, on the agreed date may result in DL Equipement reclaiming the ordered goods of which the Customer remains the custodian only until full payment has been made in accordance with the applicable regulations. The cost and risk of the return shall be borne by the Customer. It may occur at any time.
Until full payment has been made, the Customer undertakes not to transform or incorporate the goods or to resell or pledge them, under penalty of immediate claim for the goods to be returned by DL Equipement. The return costs shall be borne by the Customer.
Unless otherwise agreed between the parties, the transfer of risk to the Customer shall occur at delivery to the place of destination in accordance with the Incoterm defined by the parties.
If delivery is made to a carrier, the risk of loss or damage is transferred to the Customer when the product is handed to the carrier.
Delivery conditions:
Unless otherwise agreed, deliveries outside the European Union are made FCA (Incoterm®, ICC 2020) place of delivery 91ter Avenue Jean Jaurès 02300 Chauny France.
Deliveries within France or to a country within European Union are made EXW (Incoterm®, ICC 2020) place of delivery 91ter Avenue Jean Jaurès 02300 Chauny France.
Delivery times communicated by DL Equipement to the Customer are for information and guidance only. If DL Equipement does not meet the delivery deadline, this shall not give rise to compensation. DL Equipement shall nevertheless use its best endeavours to meet the delivery times.
Any order not collected at the scheduled collection date or any delivery whose date is delayed due to the CUSTOMER shall be stored for a period of fifteen (15) days. Storage is at the Customer’s own risk. Storage costs will be invoiced to the Customer. At the end of this period, DL Equipement reserves the right to dispose of the products sold.
For orders requiring packaging and labelling to be brought into conformity, before dispatch, the start of the delivery period is subject to receipt of all technical documents and raw materials required to start bringing the goods into conformity.
DL Equipement shall not be liable for any damage, loss, theft or defective or damaged package. The Customer is therefore invited to check the packages on receipt and to notify the carrier of any reservations, within three (3) days of receipt of the goods, specifying the damage in writing on the delivery receipt at the time of delivery.
Any damage that is not been subject to a reservation as specified above shall be deemed to have been accepted by the Customer in accordance with article 133- 133 of the French Commercial Code. Acceptance without reservation covers any visible defects and/or shortage. DL Equipement shall not be liable under any circumstances for events occurring during transport.
The Customer undertakes to take out an insurance policy to cover the risk of loss, destruction or theft of the goods as soon as the risks are transferred.
Reception:
Without prejudice to the measures to be taken with regard to the carrier, the goods received must be checked within two (2) days of the date of receipt. The Customer must check the integrity and conformity upon receipt. In the event of non-conformity, the Customer must make a claim in writing. After this period, all claims shall be deemed impossible, and invoicing may not be challenged. In the event of goods whose non-conformity is acknowledged by DL Equipement, DL Equipement shall replace the goods with products that comply, without any additional expense or compensation to the Customer.
No returned product shall be accepted with the prior agreement of our sales or quality department.
Customs clearance – Documentation:
If customs operations must be completed as part of the sales transaction, each party shall be responsible for the customs formalities arising from the Incoterms selected for the sale.
In view of customs clearance in the destination country, the Customer is exclusively authorised to organise, carry out and assume responsibility for this, including payment of duties, taxes, and other formalities, as well as obtaining the necessary import permits, licences, approvals or authorisation.
Each party undertakes, at the request of the other party, to provide within the required time frame, any authentic information that may be requested of it under the requirements of the customs regulations.
In the event of customs clearance for goods under a preferential regime entered into or granted by the European Union, DL Equipement guarantees to take all necessary steps within the meaning of customs regulations to ensure that all conditions for the treatment of the preferential regime have been met.
Warranty:
DL Equipement guarantees that its products meet all the legal and regulatory requirements under French law. For orders destined for the European Union or abroad, the Customer is invited to check that the products meet the standards and regulations in force in the country of destination. DL Equipement shall not be liable under any circumstances for non-conformity with these local regulations.
DL Equipement is bound to a warranty for latent defects of a sold item which renders it unfit for the use for which it was intended, or which so impairs such use that the Customer would not have bought it or would have given a lesser price if the Customer had been aware of them. (Article 1641 of the French Civil Code).
The warranty allows the Customer, who can prove the existence of a latent defect, to choose between a refund of the product price, or to keep the product and to have part of the price returned. (Article 1644 of the French Civil Code).
Limitation of Liability:
DL Equipement shall only be held liable for damages that have a direct material link with the goods sold. Any immaterial and/or non-consequential damages shall be excluded.
DL Equipement not be liable in the event of:
Customer’s non-compliance with the regulations in force in the country where the goods are delivered;
Lack of maintenance, mishandling, inadequate transport or storage conditions, improper use, non-compliance with recommendations for use, or use outside the intended field of use for DL Equipement clothes;
Delay or non-performance due to a force majeure event;
Intervention by a third party on the goods delivered for any reason or in any way whatsoever (except with the express, prior agreement of DL Equipement. If DL Equipement puts the Customer in contact with a third party for a service related to the sale (e.g. delivery, etc), DL Equipement shall in no way be liable for any defects or problems arising from this service.
The third party alone shall be liable for its service.
If DL Equipement is held liable, the warranty provided shall be limited to the maximum amount excluding VAT of the order paid by the Customer.
Furthermore, this amount may not exceed the limits of cover provided by the civil liability insurance policy taken out by DL Equipement.
Confidentiality:
The Parties agree to keep strictly confidential any information exchanged and all documents and elements produced in the performance of these T&Cs, including but not limited to technical studies, methods, plans and documentation. This information is communicated between the Parties solely for the purpose of carrying out the Contract. The Parties undertake not to use it for any other purpose.
Unforeseen circumstances and force majeure:
Article 1195 of the French Civil Code applies to relations between DL Equipement and the Customer. If a change of circumstances occurs that was unforeseeable at the time the contract was entered into, rendering performance of the contract excessively onerous for a party who had not agreed to assume such a risk, that party may request a contract renegotiation from the other party. Unforeseeable changes in circumstances include a significant increase in the price of raw materials or supplies that are essential to production of the product. If this renegotiation fails, the parties shall agree to refer to the competent court to a request a revision or termination of the sales contract.
If a force majeure event occurs, the parties shall not be liable for non-performance or delayed performance of at least one of their respective obligations. Events beyond the control of the parties (events which they could not be required to foresee, avoid or overcome: fire, flood, war, riots, epidemics, pandemics, roadblocks, production stoppage due to accidental breakdowns, impossibility of being supplied with raw materials, strikes, such as EDF-GDF, carriers, etc) are considered to be force majeure or unforeseeable events.
In these circumstances, the party who establishes the force majeure situation must notify the other party by email within 48 (forty-eight) hours following the occurrence of events of the impossibility to perform its obligations. From that moment, the parties’ respective obligations shall be suspended for a duration of 30 days without this leading to the payment of any damages or interest. If the event lasts more than 30 (thirty) days from the date of its occurrence, the sales contract may be terminated by the first party to act.
Personal data:
Unless proven otherwise, the data recorded in the DL Equipement’s computer system is proof of all transactions concluded with the Customer.
DL Equipement collects the following personal data from the Customer: first names, surnames, telephones, mobile numbers, email addresses, delivery and invoicing addresses.
In accordance with the French Data Protection Act of 6 January 1978, reinforced and supplemented by the General Data Protection Regulation (GDPR) which came into force on 25 May 2018, the Customer has the right to access, rectify, oppose, delete and the right to portability of its personal data by writing to : contact@dl-equipement.fr with proof of identity at any time.
This right may be exercised under the terms set out on www.dl-equipement.fr
The personal data requested from the Customer is necessary to process orders and prepare invoices.
However, this data may be communicated to DL Equipement’s partners who are responsible for performing the contract, and processing and managing orders. This data shall never be transferred to DL Equipment’s partners for any other reasons.
The processing of personal data complies with the legal requirements regarding the protection of personal data. The information system used ensures optimal data protection.
The Customer may also contact the French data protection authority (the CNIL) at 3 Place de Fontenoy, TSA, 80715, 75334 PARIS CEDEX 07 to exercise its rights.
Jurisdiction – Applicable law:
In case of dispute arising from the performance of the present contract regarding its validity, performance or interpretation, the Parties agree to meet within 15 days of the dispute arising to try to reach an amicable resolution.
If the parties fail to reach an amicable resolution, any dispute relating to the application of these T&Cs and/or arising from any sale concluded between DL Equipement and the Customer shall be submitted to the competent jurisdiction of the location of DL Equipement’s registered office.
Contract language:
These T&Cs are drafted in French and in English. The French version alone shall prevail if there is a contradiction or interpretation is necessary.
Sales documents, notices, technical data sheets from DL Equipement or its suppliers may only be drafted in French. If the French language is not understood by the Customer, the Customer undertakes to contact DL Equipement who may propose an adaptation or translation which can be understood by the Customer.
