Clause 1: GENERAL

The general conditions of sale described below detail the rights and obligations of DISDEROT (hereafter ´the Companyª or ´DISDEROTª) and its customer in connection with the sale of its products and any future collection. Any service provided by the Company implies acceptance without reserve by the buyer of the these general conditions of sale unless an exception is made by the seller in writing.

Clause 2: ORDERS AND CONTRACTS

To be registered by the Company, all orders must be made in writing by letter, fax or e-mail:

1/ As a written order from the customer accepted by the Company
2/ As a written quotation from the Company, expressly accepted by the customer
3/ Or as a delivery, even if partial, of the documents to the Company

All commitments made by our representatives are valid only after they have been accepted and confirmed by DISDEROT.
In the absence of written acceptance of the quotation or order, the failure to dispute the quotation in writing within five days of its issuance, the payment of advances or provisions, or the partial payment of invoices, bind the customer and are considered as confirmation of the customer’s acceptance of the quotation and price for the order.
Any cancellation or reduction of the order, unless expressly agreed by the Company, constitutes a violation by the customer of his contractual obligations. In this case, the customer may be liable to pay 15% of the total price of the order, inclusive of tax.
Similarly, any modification of an order being processed must be notified in writing and accepted beforehand by the Company.
The Company reserves the right to refuse an order, particularly in the case of a previous payment incident or an inadequate financial guarantee, or for technical reasons. Any decrease in the creditworthiness of the customer may justify the need for guarantees or payment by cash before the fulfilment of the order.
The Company, unless otherwise stipulated, reserves the right to call upon one or more qualified subcontractors, for the fulfilment of all or part of an order.
The Company reserves the right to demand payment at a flat rate for the fixed costs in the event of a failure to comply with the minimum invoice requirements negotiated with the customer. The conditions of this flat-rate payment will be indicated on the invoice.

Clause 3: PRICES

Should an order need to be delivered to a country other than Metropolitan France, the buyer shall be the importer of the product(s) concerned. Customs duties, other local taxes, import duties or state taxes are likely to be payable. These rights and sums are not within the purview of the Company. They shall be the exclusive responsibility of the buyer, both in terms of declarations and payments to the competent authorities and bodies of the country of destination.

Clause 4: DELIVERY

The delivery time indicated when registering the order is provided as an indication and is in no way guaranteed. Consequently, any reasonable delay in delivery of the products shall not entitle the buyer:

1/To seek an award of damages;
2/ To cancel the order.

The freight charges will be invoiced according to the conditions communicated to the customer when the first order is made or according to those of which he is notified subsequently.
DISDEROT reserves the right to change its prices at any time. Nevertheless, it undertakes to invoice the goods ordered at the price indicated upon placement of the order.
Deliveries are made by an independent carrier to the address stated by the buyer at the time of his order and which the carrier engaged by DISDEROT can easily access.
If the buyer himself decides to use a carrier of his own choosing, the delivery shall be deemed to have been completed upon delivery of the goods by DISDEROT to the buyer’s carrier, which has accepted them without reservation.
The buyer therefore acknowledges that it is the carrier’s responsibility to make the delivery and has no recourse against DISDEROT
Enterprises in the event of a failure to deliver the goods.
In the event of a specific request by the buyer regarding the packaging or transport conditions of the products ordered, duly accepted in writing by DISDEROT, the related costs will be the subject of a specific additional invoice, based on a quotation accepted beforehand in writing by the buyer.
In the event of apparent damage, whether missing or damaged goods during transport, the buyer must express all necessary reservations on the consignment note and refuse the delivery of the goods, and the reservations must be stated precisely in the description of the damage.
All goods must be checked upon receipt. In the case of damages that are not apparent, reservations must also be made in writing and sent by registered mail and accompanied by all supporting documents (photographs particularly), within a maximum of five days from the date of delivery, to the carrier with a copy sent to DISDEROT. If these procedures are not complied with, the products shall be deemed to be in conformity and free from defect and no claim shall be validly accepted by DISDEROT.
DISDEROT will replace, as soon as possible and at its expense, the delivered products the visible or hidden defects of which have been duly proven by the buyer.

Clause 5: WARRANTY

DISDEROT guarantees the proper functioning of the equipment during the commercial warranty period. If the equipment is found to be defective during the commercial warranty period, the equipment will be repaired free of charge by DISDEROT.

The free repairs shall only be done when the original invoice issued to the reseller by DISDEROT is presented. DISDEROT also reserves the right to send spare parts or to replace a defective product with a product of identical or superior quality, in lieu of repairing the defective product.

1/ Warranty period
This commercial warranty is valid for a period of two years from the date of purchase by the reseller. This date shall be stated on the commercial invoice.
2/ Transport
The costs of transporting the equipment (shipment of the equipment to DISDEROT and the return) are the responsibility of the customer except in commercial agreements.
3/ Limitations
DISDEROT does not provide a warranty for the following:

• The replacement of parts due to normal wear and tear;
• Accessories (such as light bulbs) sold with the product or separately;
• Defects resulting from modifications made without the agreement of DISDEROT;
• Any damage resulting from the non-conformity of equipment with standards or specifications of a country other than the country of purchase.
• Any complaint concerning the exterior appearance or finishes, sent to the Company after 10 days from the date of receipt of the products.
• The warranty service is not applicable if damage or defects arise from:
• Any inappropriate use, any excessive use, any handling or use of the equipment that does not comply with the instructions in the operating manual, and in particular: the use of light sources (light bulbs, etc.) exceeding the maximum power rating indicated by DISDEROT, improper storage, falling or excessive shocks;
• Corrosion, dirt, water or sand;
• The connection of equipment to incompatible sources of electricity;
• Inadequate packaging of the equipment when it is sent to the Company;
• Any event of Force Majeure or any cause beyond the control of DISDEROT such as, in particular, lightning, floods, fire, riots and inadequate ventilation.

Clause 6: RETURNS

Returns are authorised only in the case of a claim and must be validated beforehand in writing by DISDEROT. Returned products must be sent complete, in their original packaging.
Should the product be damaged while being returned due to inadequate packaging, we reserve the right not to process the return, or to apply a discount according to the condition of the goods.

Clause 7: INTELLECTUAL PROPERTY AND INTERNET DISTRIBUTION

1/ The use of images or trademarks belonging to DISDEROT on the Internet is subject to the written authorisation of DISDEROT.
2/ Product images and all representations of DISDEROT products must be provided exclusively by DISDEROT or a legal representative. Only official images provided by DISDEROT should appear on the reseller’s website.
3/ Online sales are authorised only after the website has obtained a prior written agreement from DISDEROT and always under the following express condition: only the products stocked by the customer can be offered for sale on the e-commerce site.
4/ Any partnership or resale of DISDEROT products on a third-party e-commerce site is subject to the prior agreement of DISDEROT.

Furthermore, the following conditions must be respected:
1/ Prices displayed on the site must be in accordance with the tax-inclusive prices currently recommended by DISDEROT.
2/ All online promotions / discounts for our products are subject to the prior written agreement of DISDEROT

Clause 8: B TO B E-COMMERCE

1/ Orders
It is the buyer’s responsibility to select the products he wishes to order on the e-commerce site of DISDEROT, using the following methods: selection of products via order forms or via the quick order portal followed by validation of the orders in the shopping cart.
Product offers are valid as they appear on the website, subject to availability of stock.
The sale will be considered complete only after full payment of the price. It is the responsibility of the buyer to verify the accuracy of the order and to immediately report any mistakes.
Any order placed on the e-commerce site of DISDEROT constitutes the formation of a distance contract between the buyer and DISDEROT. DISDEROT reserves the right to cancel or refuse any order from a customer with whom there is a dispute relating to the payment of a previous order.
The buyer will be able to follow the status of his order on the e-commerce site of DISDEROT. Any cancellation of the order by the buyer will only be possible before the confirmation of order sent by the sales department of DISDEROT.

2/ Customer account
In order to place an order, the buyer is invited to create an account (personal).
To do so, he must register by completing the registration form provided at the time of his application and undertakes to provide true and accurate information about his/her company.
The customer is responsible for updating the information provided. He/she will be able to modify the information by logging on to his/her account.To access his/her personal space and product order history, the customer must enter his/her username and password, which will be sent to him/her after registration and which are strictly personal. As such, the customer is prohibited from disclosing the username and password to another party.
Otherwise, he will remain solely responsible for how the username and password are used.
The customer can also submit a request to unsubscribe on the subscription page in his/her account. This will be effective within a reasonable time period.
In the event of non-compliance with the general conditions of sale and/or use, the e-commerce site of DISDEROT may choose to suspend or even close the account of the customer after formal notice by electronic means and where there has been no response.
In the event that an account is deleted, for whatever reason, all the personal information of the customer shall also be deleted. By creating an account, the customer accepts these general conditions of sale.

Clause 9: TERMS OF PAYMENT

For any request to open an account, provide us with your bank account details (RIB) and the certificate of incorporation (Kbis) of your company.
The date of the invoice is the start of the payment period. The due date is as indicated on the invoice.
If DISDEROT grants a discount for cash payment, the terms of this discount will be indicated on the invoice.
The payment for orders may be made by check or by transfer only.
In all cases, the payment period granted may not exceed that stated in the French law for the modernisation of the economy (LME) of either 45 days end of month or 60 days from the invoice date unless otherwise agreed.

Clause 10: LATE PAYMENT

Except in commercial agreements, any settlement not received by the due date will result in:

1/The immediate suspension of deliveries;
2/ A delay penalty of an amount equal to 3 times the legal interest rate;
3/ The immediate payment of all invoices overdue and not yet due;
4/ Pre-shipment payment of all outstanding orders.
Any sums received will be automatically applied to the oldest invoices even if the amounts correspond to other invoices.
The applicable legal interest rate shall be that which is in force on the delivery date of the goods.
This penalty is calculated based on the total amount due, all taxes included, and starts from the due date for the payment without any prior notice required.
In addition to the late payment, any sum, including the deposit, which has not been paid on the due date, will automatically give rise to a lump-sum indemnity of € 40 for recovery costs.

Clause 11: CANCELLATION CLAUSE

If within fifteen days following the implementation of the ´Late Paymentª clause, the buyer has failed to pay the remaining sums due, the sale shall be automatically cancelled as decided by DISDEROT and DISDEROT shall be entitled to damages and interests.

Clause 12: TITLE RETENTION CLAUSE

Pursuant to Law No. 80335 of 12 May 1980, the seller retains ownership of all the goods delivered until the full payment of the sums due to him by the buyer. To that end, if the buyer is subject to statutory reorganisation or is liquidated by court order, the Company reserves the right, as part of insolvency proceedings, to claim merchandise which has been sold but has not yet been paid for. The seller can therefore repossess his/her goods in the case of non-payment of the invoices.
This provision notwithstanding, the risk of theft, loss or deterioration in the goods sold shall be passed to the buyer upon delivery.

Clause 13: FORCE MAJEURE

DISDEROT shall not be held responsible if the failure or delay in executing any of its obligations set out in these terms and conditions is the result of a force majeure event.
As such, force majeure refers to any external, unforeseeable or unstoppable event in the sense of article 1148 of the French Civil Code.

Clause 14: VALIDITY – JURISDICTION

Should the Company not enforce the provisions in these terms and conditions, this does not constitute a waiver of its right to invoke them at any time and does not affect the validity of all or part of these terms and conditions.
Any disputes that may arise will be the exclusive jurisdiction of the courts where the registered office of the Company is situated, namely the Commercial Court of Paris. This clause applies even in the case of summary proceedings, incidental claims, or in the event that there are several defenders or the introduction of third parties, and regardless of the method and terms of payment.
All services provided by the Company are subject to French law.

Clause 15: INSURANCE

It is the customer’s responsibility to take out the necessary insurance to cover the risks to which his goods delivered to the Company or its subcontractors are exposed, and of which only the customer knows and appreciates the value.
The insurance of the Company does not cover the goods and objects belonging to its customers in transit in its workshops or those of its subcontractors, during transport, before, while or after the works for which they have been delivered are carried out.
The customer must obtain from its insurance company(s) the waiver of recourse against the Company or its subcontractors.