Conditions générales de vente
Préambule
La SAS HYDROSR (ci-après dénommée « HYDROSR ») est spécialisée dans les réparations de systèmes hydrauliques sur les machines et équipements mécaniques à destination, notamment, des professionnels des domaines des travaux publics, de l’industrie, des travaux paysagers, de l’agriculture, de la manutention (engins élévateurs), … .
Article 1 – Scope
1.1 The company HYDROSR (hereinafter “HYDROSR”), a company registered under the number RCS 754 098 168 and whose registered office is located at ZI BEAUPUIS 4, 118 rue Jean-Yves Cousteau, 85000 LA ROCHE SUR YON, specialises in the repair of hydraulic systems on machinery and mechanical equipment for professional clients (hereinafter “Client”) operating in the fields of public works, agriculture and viticulture, industry, handling, maritime, railway, environment, etc. HYDROSR operates the online shop : https://shop.hydrosr.com/ and sells, through this channel, spare parts for the above-mentioned hydraulic systems to all professional buyers located in France or abroad.
1.2 These General Terms and Conditions of Sale (hereinafter “GTCS”) constitute the sole basis of the contractual relationship between the parties and apply without restriction or reservation to all sales concluded by HYDROSR with any professional Client on the website https://shop.hydrosr.com/, to the exclusion of any other document, such as the Client’s general terms and conditions of purchase. Any order implies the Client’s acceptance of these GTCS, which may be supplemented by conditions of the Client expressly accepted by HYDROSR. Any other document, including catalogues, brochures, advertisements and notices, has only an informative value and is not contractually binding.
1.3 These GTCS and the prices may be revised at any time by HYDROSR; only the conditions and prices in force on the website at the date the order is placed shall apply to the relevant order. These GTCS are accessible at any time on the website https://shop.hydrosr.com/ and may be provided in advance upon simple request.
1.4 The fact that HYDROSR does not, at a given time, invoke a clause of these GTCS shall not constitute a waiver of its right to invoke such clause subsequently. The invalidity of a contractual clause shall not result in the invalidity of these GTCS.
Article 2 – Orders
2.1 Orders to HYDROSR must be placed via the website https://shop.hydrosr.com/ using the customer account created for this purpose. For each order, it is the Client’s responsibility to specify the category(ies) and quantities of the products they wish to purchase. HYDROSR’s product offers presented on the website are subject to stock availability, while quotations are valid for a period of one (1) month.
2.2 Before confirming his order, the Client may check the details of his order, its total price, and correct any possible errors. It is the Client’s responsibility to verify the accuracy of the order and to report and/or correct any error immediately, as any order sent to HYDROSR is irrevocable for the Client. The order is registered when the Client accepts these GTCS and the General Terms of Use of the website by ticking the relevant box(es) and confirms the configuration of his order.
2.3 The sale is only final after HYDROSR has sent the order confirmation to the Client. No modification, suspension, or cancellation of the order can take place without the express and prior agreement of HYDROSR. Any request to modify the composition and/or volume of an order can only be taken into account if made in writing. Acceptance of an order modification may result in changes to the delivery times and/or price. HYDROSR reserves the right to cancel or refuse any order from a Client with whom there is a dispute, notably regarding payment of a previous order. In such case, there shall be no financial compensation.
2.4 The Client may track the progress of his order via their customer account and will also have access to all contractual, accounting, and/or administrative documents relating to his orders with HYDROSR.
Article 3 – Deliveries and timeline
3.1 Delivery is made as soon as the Products are made available at the address provided by the Client when placing the order. The delivery times indicated at the time of order confirmation by HYDROSR are not strict deadlines and depend notably on supply lead times, the availability of carriers and the incoming orders. Any possible delays, which are not significant and not preceded by a prior written formal notice from the Client, shall not engage the responsibility of HYDROSR nor justify the cancellation of the order. HYDROSR cannot be held liable in any case for delays or suspension of delivery attributable to the Client, to the act of a third party, or in the event of force majeure.
3.2 With regard to the transport of the Products: except for orders below €500 excluding VAT, in which case transport is charged, and with the exception of certain exports subject to specific conditions, HYDROSR takes care of the transport operations. HYDROSR agrees to give the carrier parcels complying with the packaging rules stipulated by the latter.
Article 4 – Receipt – Guarantee
Upon the Products being made available, the Client must check and examine the condition of the goods and the quantity received. Any visible damage to the parcels and/or the goods, any non-conformity with the order, or any missing items must be reported to HYDROSR and to the carrier in the form of written and precise reservations on the bill of lading or the delivery note in order to preserve their rights. The Client must reiterate his reservations and/or complaint by sending a registered letter with acknowledgment of receipt to the carrier no later than three (3) days after receipt of the Products, in order to preserve his rights and actions against the carrier in accordance with Article L.133-3 of the French Commercial Code, a copy of which must be simultaneously sent to HYDROSR.
Failing this, the products shall be deemed to have been delivered in conformity and free from defects, subject to the legal actions and guarantees set out below.
Article 5 – Price – Payment terms
5.1 Unless expressly stipulated otherwise, the price of the Products is firm and definitive as of the date the order is placed and does not include delivery charges, which are invoiced in addition to the price. Prices are expressed in euros and stated exclusive of tax. Any changes, either in the rate or in the nature of the taxes to which HYDROSR’s sales are subject to, will be applied from their legal effective date to prices already quoted to the Client as well as to orders in progress.
5.2 Unless otherwise stipulated, invoices are payable in full upon delivery via secure payment. Under no circumstances may payments due be suspended or subject to any reduction or compensation without the prior written agreement of HYDROSR. Payments made by the Client will only be considered final after HYDROSR has actually received the sums due. Unless there is an express written agreement to the contrary by HYDROSR, no discount will be given for payment in cash.
5.3 Any failure to pay by the due date will immediately render the full amount owed to HYDROSR payable without prior formal notice, and the amount due will automatically be increased by late payment interest calculated at the interest rate applied by the European Central Bank (ECB) at its most recent financing operation, increased by 3 percentage points. Any banking and collection costs resulting from non-payment by the due date will also automatically be borne by the defaulting Client, in addition to the fixed compensation for collection costs of €40 pursuant to Article L.441-10 of the French Commercial Code, without prejudice to HYDROSR’s right to claim additional compensation on presentation of supporting documents in the event of collection costs exceeding this amount. Any claim made by the Client against HYDROSR shall not suspend the Client’s obligations towards HYDROSR.
Article 6 – Liability – Guarantee
6.1 Any claim, whether quantitative or qualitative, must be submitted to HYDROSR in writing, in a precise and detailed manner, and within a period of twenty (20) days from receipt. After this period, the products and services shall be deemed to conform to the order and accepted by the Client. It is the Client’s responsibility to provide all supporting evidence regarding the reality of the defects or shortages observed. If HYDROSR considers the claim to be well-founded, it may at its discretion, taking into account the nature of the claim and the financial consequences, (i) either complete the delivery, (ii) or replace the disputed product, (iii) or apply a reduction or issue a credit note or refund in the event of a missing item; to the exclusion of any other compensation, in particular relating to additional costs such as removal or reinstallation of materials, or any damages for immobilisation, loss of business, or otherwise. Where applicable, only the carrier chosen by HYDROSR is authorised to carry out the return of the affected products. However, the costs and risks inherent in the return shall be borne by the Client.
6.2 A claim made by the Client in accordance with the conditions and procedures described in this article shall not withhold payment for the services performed.
6.3 Notwithstanding the provisions of Article 1221 of the Civil Code, the Parties agree that the Party affected by a breach by its counterparty may not request the enforcement of specific performance.
Article 7: Retention of Title Clause
The transfer of ownership of the Products to the Client shall only take place after full payment of the price in principal and accessories by the Client. Payment is understood to mean the effective receipt of the sums by HYDROSR. Failure to pay any instalment may result in the reclaiming of the Products.
Article 8: Intellectual Property
HYDROSR retains all industrial and intellectual property rights relating to its products, plans, photographs, presentations, studies and technical documentation, which may not be disclosed or used without its prior written authorisation. In particular, the content of the website is the property of HYDROSR and is protected by French and International intellectual property laws. Any complete or partial reproduction of this content is strictly prohibited and may constitute an infringement of copyright.
Article 9: Personal Data Protection
Personal data collected from any Client is subject to computer processing carried out by HYDROSR in accordance with the French law known as « informatique et libertés » and the European laws known as the “GDPR”. This data is recorded in a Client file and is essential for the fulfilment of this contract. It will be retained for as long as necessary for the fulfilment of orders and any applicable guarantees. Access to personal data will be strictly limited to the employees of the data controller. HYDROSR is prohibited from selling, renting, transfering, or providing access to the data to third parties without the prior consent of the Client, unless compelled to do so for a legitimate reason.
In accordance with the applicable regulations, the Client has the right to access, rectify, erase and transfer his data, as well as the right to object to the processing for legitimate reasons. These rights may be exercised by contacting the data controller at the following postal or email address: contact@hydrosr.com or HydroSR, 118 rue Jacques Yves Cousteau, 85000 La Roche sur Yon.
Article 10 – Applicable Law – Dispute Resolution – Jurisdiction
Any issue relating to these General Terms and Conditions of Sale and to the sales they govern, which is not addressed by the present contractual terms, shall be governed by French law, to the exclusion of any other law, and on a supplementary basis, by the Vienna Convention on the international sale of goods.
The Parties undertake to make every effort to resolve amicably any dispute arising or likely to arise in connection with the contract and its interpretation, such as sending a registered letter setting out the dispute and allowing a reasonable period of time for attempting an amicable resolution.
Any persisting dispute shall be brought before the Commercial Court within whose jurisdiction the registered office of HYDROSR is located. The bills of exchange make neither novation, nor exemption from this jurisdiction clause. The allocation of jurisdiction is general and applies whether the claim is principal, incidental, or in the case of invocation of the guarantee or of multiple defendants.