General conditions of sale
ARTICLE 1: ACCEPTANCE AND SCOPE
1.1 These General Terms of Sale apply exclusively to all orders, invoices, sales, and more generally all commercial and contractual relationships entered into by the company MRIT (hereafter the “Seller”) and the Buyer wishing to purchase IT products. The Buyer and the Seller are collectively referred to as the “Parties.”
1.2 The Buyer acknowledges having read the Seller’s General Terms of Sale and declares acceptance thereof. The mere placing of an order or acceptance of an offer from the Seller implies unreserved acceptance of these General Terms of Sale.
ARTICLE 2: ORDERS
2.1 Any order placed with the Seller is firm and final for the Buyer upon receipt of an order form or any other document stating an order. No right of withdrawal is applicable.
2.2 By express agreement, the Parties recognize that electronic communications have probative value equivalent to that of written documents.
ARTICLE 3: PRICES / PAYMENT
3.1 Products are supplied at the rates in effect on the day the order is placed. Prices are quoted net, in euros, excluding taxes and excluding packing, transport, and freight insurance charges, which are not included and will be borne in addition, ex-warehouse of the Seller.
3.2 Goods are invoiced at the price indicated in the order issued by the Buyer and accepted by the Seller.
3.3 Invoices are payable upon delivery by bank transfer or cashier’s check. Clients benefiting from a credit line may be granted a payment term defined by the Seller, which may be modified without prior notice in case of adverse credit insurer opinion, deteriorated corporate accounts, degraded financial health, or a dispute situation.
3.4 If an invoice that has come due is not paid, the Seller may demand:
a) immediate payment of all non-due invoices,
b) payment prior to delivery of any already accepted order,
c) automatically and without any formal procedure, in accordance with Article L 441-10 of the French Commercial Code, late payment penalties at the rate of 1% per month on sums still owed.
3.5 In default of payment on the date indicated on the invoice(s), the Buyer shall, by right and without any formal procedure, in addition to the principal and conventional interest, pay a fixed compensation for “recovery costs” of €40, in accordance with Articles L441-10 and D441-5 of the French Commercial Code, without prejudice to a claim for additional compensation if actual recovery costs exceed this fixed indemnity.
3.6 The Buyer may never, on the grounds of a complaint, withhold all or part of amounts owed, nor perform set-off. No complaint regarding the quality of deliveries will suspend payment, unless proof of defectiveness of the goods has been brought and duly established. In case of dispute over an invoice, the complaint must be made in writing by registered letter with acknowledgement of receipt addressed to the Customer Relations Department, within three (3) days from receipt of the products.
ARTICLE 4: TRANSPORT / DELIVERY
4.1 Transport costs are borne by the Buyer.
4.2 Delivery is made to the location indicated in the order. Delivery times communicated on the order acknowledgment are given for information only and depend on supply and transport availability. Every effort is made to meet specified deadlines, but exceptional events (component shortages, transport incidents, global crises) may cause delays. If the delivery delay exceeds one month beyond the initially announced date, the Buyer may cancel the order or request a full refund.
4.3 Delivery is made either by handing over the goods to the Buyer or by handing them over to a carrier duly appointed by the Buyer or a person authorized by the Buyer.
4.4 The transfer of risks to the Buyer occurs at delivery of the order. During the period between actual delivery and the transfer of ownership, the risks of loss, theft, or damage are borne by the Buyer.
4.5 The Seller is authorized to make partial deliveries. Any partial delivery accepted by the Buyer will be invoiced upon delivery. The Buyer will be informed of partial deliveries made by the Seller and of the related special conditions.
4.6 Upon receipt of the goods, the Buyer must immediately check their condition and compare them with the order, and if necessary, make clear, precise and meaningful reservations on the delivery note.
4.7 In case of loss, substitution or damage related to transport, the Buyer must notify the Seller immediately by email, in addition to notifying the carrier within the legal timeframe of three (3) days by registered letter with acknowledgement of receipt or by extrajudicial act, pursuant to Article L 133-3 of the French Commercial Code. A copy of the letter sent to the carrier must be sent to the Seller, along with the reservations noted on the transport document.
ARTICLE 5: DISPUTES / CLAIMS
5.1 All claims relating to damage to delivered goods, incorrect quantities, incorrect references versus order, or poor advice by the Seller when liability is established must be made in writing within three (3) days of receipt of goods, without foregoing recourse against the Carrier as per Article 4.7.
5.2 The Buyer’s claim must include references and designations of the products in question; serial numbers; contested quantities; a detailed explanation; a copy of the disputed invoice.
5.3 After examination of the claim and if return of products is authorized, the Seller will inform the Buyer. The Buyer then has seven (7) days from receipt of return authorization to return the products. Return shipping costs will be borne by the Seller. The returned product must be in original condition, including technical manuals, documentation, warranties, cables and accessories necessary for use, operational, in its original packaging, and not subject to any degradation (markings, deformation, etc.).
ARTICLE 6: WARRANTY / LIABILITY
The Seller provides no contractual warranty beyond the legal warranty under Articles 1641 to 1649 of the French Civil Code. The Seller cannot substitute for the manufacturer’s warranty but may assist the Buyer in its dealings with the manufacturer via its after-sales service.
The Seller’s liability may only be engaged upon proof of a fault attributable to it. In any case, the Seller’s liability is expressly excluded in the event of (i) force majeure, (ii) default, negligence, breach or non-performance by the Buyer of its legal, regulatory or contractual obligations under these Terms, or (iii) use of the products for purposes other than those intended or non-compliant storage or use.
The Seller cannot be held liable for indirect and/or immaterial damages suffered by the Buyer, such as loss of revenue, margin, clientele or harm to image, or failure to achieve expected ROI due to use of the products.
In any event, where the Seller’s liability is engaged, the maximum indemnification due, including all amounts (including legal and consulting costs), cannot exceed the lesser of: (i) double the net amount of the relevant order; (ii) €15,000.
ARTICLE 7: RESERVATION OF OWNERSHIP CLAUSE
Ownership of the goods delivered to the Buyer will not transfer until full payment of the principal and accessories. Payment is only deemed acquired upon actual receipt of funds. Failure by the Buyer to fulfill its payment obligations for any reason gives the Seller the right to demand immediate return of delivered goods at the Buyer’s costs, risks, and peril. The Buyer declares to accept this reservation of ownership clause and its consequences unconditionally.
ARTICLE 8: PARTIAL INVALIDITY – NON-WAIVER
Invalidity of one clause or article of these General Terms of Sale shall have no effect on the validity of the remaining clauses and articles.
The waiver by one of the Parties to invoke a breach of any one of the rights or obligations under these Terms shall not prevent the later enforcement of that right or obligation nor be deemed a waiver of future enforcement.
ARTICLE 9: CONFIDENTIALITY
The receiving party undertakes not to disclose, during or after execution of these Terms, any information marked confidential that appears in any document in the context of this contract. The receiving party is liable for its employees as for itself. However, the receiving party shall not be held liable for disclosure if the elements disclosed were already public or if known or obtained from a third party by legitimate means.
ARTICLE 10: APPLICABLE LAW AND JURISDICTION
These Terms are governed and interpreted by French law. Before any legal action, the Parties shall attempt in good faith to settle disputes amicably. Failing that, any dispute or disagreement arising from or relating to the contract (its existence, interpretation, execution, non-performance, termination or expiry) shall be submitted exclusively to the Commercial Court of NANTES, even in summary proceedings, third-party actions or multiple defendants, regardless of the format of the Buyer’s company.
ARTICLE 11: PROCESSING OF PERSONAL DATA
The General Data Protection Regulation (GDPR) applies to MRIT and the Buyer. MRIT collects and processes personal data for the purposes of managing commercial relationships, prospecting, order tracking, legal or marketing communication, and more generally legitimate interests. This data is used by MRIT, affiliated companies, its suppliers, subcontractors and marketing partners within and outside the European Union.
Personal data is retained for the duration of the commercial relationship or as needed to fulfill the stated purposes. MRIT undertakes to implement technical and organizational measures to ensure confidentiality and security of collected data. In accordance with regulations, data subjects have the right to be informed, to access, rectify, oppose and delete their personal data by emailing contact@mrit.fr.