TERMS AND CONDITIONS OF SALE (G.C.S.)
HARCOUR SAS company is registred with the trade register in Le Mans under N°. RCS LE MANS 803 536 283.
Mailing address : 22 Rue des Chardons - ZA de l'Épine - 72460 Savigné-L'Évêque - FRANCE.
E-mail address : [email protected].
Any purchase requires consultation and prior acceptance of these terms and conditions of sale. The command validation click implies full acceptance of these.
ARTICLE 1 : SCOPE
These general conditions of sale apply without restriction nor reservation to all the sales concluded by HARCOUR with professional customers (French, European and others) regarding its "HARCOUR BRAND division", specifically regarding the products within its RIDER range and its seasonal ranges, whatever may be the clauses on the buyer's documents and especially on his/her general purchasing conditions.
Each and every order and sale concluded by HARCOUR implies the customer's unconditional acceptance to these general conditions of sale (hereinafter "GCS").
HARCOUR reserves the right to conclude a transaction according to conditions derogating from these conditions or to refuse to conclude it, especially in the event of a previous payment incident, insolvency of the customer, an evolution of the customer's credit insurance, an abnormal request, the customer's or prospect's bad faith or in the presence of a new customer.
HARCOUR reserves the right to modify at any time these GCS. In this case, the possible changes shall apply to the orders placed after the date specified by HARCOUR and shall not apply to the transactions concluded before.
ARTICLE 2 : ACCOUNT OPENING
No commercial relationship may occur between HARCOUR and the customer until an account opening stage is carried out during which the customer shall imperatively provide various information and fill in an information sheet. The customer is responsible for the information he/she gives.
The customer must have satisfactory credit insurance according to his/her product needs. HARCOUR carries out a financial investigation on the customer. The results of this investigation may dissuade HARCOUR from opening the customer's account or cause them to close it.
ARTICLE 3 : PRODUCTS - ORDER - DELIVERY
HARCOUR sells two types of product ranges: the RIDER range which is a permanent range and the seasonal ranges (summer and winter seasons).
The RIDER range can only be ordered through HARCOUR's commercial site using the following address: www.harcour.de (hereinafter "the Site"). The RIDER range can be ordered every day. Exceptionally, the rider range can also be ordered during the sales force visit, through a CSV file approved by the customer.
The seasonal ranges are introduced by HARCOUR's sales force who take the orders directly from the customers during their visits.
• The summer range must be ordered from HARCOUR from 15/06 to 10/09.
• The winter range must be ordered from HARCOUR from 15/12 to 10/03.
3.1 - RIDER RANGE : CUSTOMER ACCOUNT
To order on the Site, the client must have a customer account. The creation of the customer account is made within the scope of an exchange with HARCOUR's sales management who will request certain information in order to open an account.
To create the account, the customer will have to indicate an email address (that will be used as a login name) and a password. The customer will have to enter these two personal elements for each connection to his/her customer account.
At the end of the creation of the account, a confirmation email will be sent to the customer to the email address he/she would have specified earlier.
The customer can update his/her information by logging into his/her customer account and is solely responsible for the updates he/she does as well as the consequences of communicating incorrect information.
3.2 - RIDER RANGE : ORDER
The customer places an order from the online product catalogue accessible on the Site and by following the order process provided and indicated on this Site.
Each and every online order constitutes acceptance of the prices and descriptions of the products.
Once the order is completed, the customer can check the ordered products and the total amount of the order on a summary screen. He/she can modify this order, if need be.
Once the order is checked, the customer validates and finalises it by clicking on the button called "I validate my order" and by following the process provided on the Site.
This action is considered as the written signature referred to by articles 1174, 1359 et seq. from the French Civil Code and as the conclusion of a commitment in electronic form within the meaning of articles 1128 et seq. from the French Civil Code. As from this action, the customer confirms his/her order and declares accepting it as well as all these GCS fully and without reservation, and the order is considered as final from the customer and cannot be reconsidered by the latter. At the time of the order, the customer is informed of whether HARCOUR has enough stock or not.
3.3 - RIDER RANGE : DELIVERY
Delivery times are given by HARCOUR for information purposes only. If the ordered product is in stock the deadline is, as a matter of principle, 96 hours for a delivery within France or Europe, for any order placed before 1 pm. HARCOUR is free to make partial deliveries, especially if some of the ordered products are not available at the time of the order.
3.4 - SEASONAL RANGE : ORDER
The orders are taken during the visits from the sales force. They are made official by the signature of the file intended for this purpose. The order placed is firm, especially in terms of quantity. It irrevocably commits the customer. It is reminded that HARCOUR does not have stock for these ranges.
3.5 - SEASONAL RANGE : DELIVERY
The products will be delivered from 15/02 to 30/03 for the summer season and from 15/08 to 30/09 for the winter season.
3.6 - DELIVERY - ALL RANGES
The order fulfilment can only take place if the customer is up to date with all his/her obligations concerning HARCOUR. The customer must have paid the requested deposit within the established deadline. Any default of payment implies the suspension of all orders.
In general, the customer and HARCOUR commit to collaborating actively to ensure the proper fulfilment of the order. Each party commits to communicating all the difficulties it may be aware of, step by step, to enable the other party to take the necessary measures.
HARCOUR commits to delivering the ordered products within the specified deadline, except in case of force majeure or circumstances beyond its control such as strike, frost, supply difficulties (this is not an exhaustive list).
Delivery delays will not lead to penalty or compensation, nor can they justify the cancellation/termination of the order except in case of a delay of more than 20 working days AND where the customer can prove that HARCOUR is responsible for breaking an imperative contractual obligation and any damages caused.
Should the customer himself/herself ensure the transport of the ordered products, the transport time must be added to the indicative time.
The delivery is considered complete when the products ordered by the customer are delivered into his/her hands or those of his/her subrogated party. The customer is required to check the condition of the products as soon as they are delivered.
The delivery will be made to the place specified by the customer on the purchase order. Any changes to the delivery place requested by the customer after the purchase order will be subject to a minimum notice period of fifteen (15) days, at the sole expense of the customer.
Likewise, in case of specific requests from the customer about packing or transport conditions of the ordered products, duly accepted in writing by HARCOUR, the costs incurred will be subject to additional billing.
HARCOUR will not be held responsible under any circumstances where there is delay or suspension of the delivery attributable to the customer or in case of force majeure.
3.7 - RECEIVING THE PRODUCTS - ALL RANGES
It is imperative that the customer abide by article L.133-3 of the French Commercial Code otherwise he/she causes damage to HARCOUR by leaving the latter with no recourse against the transporter. The customer has 3 working days from the moment he/she receives the product to express reservations or claims for missing items, non-compliance or visible defect of the products delivered with all supporting documents, to the transporter AND to HARCOUR at the same time. This notification will imperatively be made by registered mail with advice of receipt and will have to describe in detail the non-compliance of the product, the visible defect or the missing item. After this deadline, the products will indisputably be declared free from defect in quality, in order quantity and from any visible defect and no claim otherwise shall be accepted by HARCOUR.
3.8 - PRODUCTS COMPLIANCE (Visible defects, missing items, deterioration)
HARCOUR assures the products will meet French and European legal standards (REACH...) at the time of their delivery, concerning their production and their bringing to market.
Subject to the customer abiding by the process specified above, HARCOUR will replace as soon as possible and at its own expense, the products delivered that do not match the order or that have a visible defect.
Moreover, the products will have to be sent back or stored in a place chosen by HARCOUR, in the initial condition they were in when delivered with all delivered elements (accessories, packing, instructions...). Shipping costs will be reimbursed based on the price agreed between the Parties.
ARTICLE 4 : PRICE AND PAYMENT TERMS
4.1 - PRICE
Out of principle, the prices of the products sold are expressed with free shipping / DDP and in euros, excluding tax. All orders, wherever they come from, must be paid in euros. For restocking orders, free shipping / DDP is on all orders over € 350 excluding taxes. Failing that, HARCOUR will charge the price of transport + € 15 excluding taxes.
HARCOUR reserves the right to change its prices after the order is placed if Customs duties in effect are changed between the date of the order and the invoice date. This modification will only concern this evolution of Customs duties.
The customer's outstanding balance can vary between € 2,500 and € 5,000, including all taxes. This is dependent on the customer's credit insurance and possible previous payment record; possible previous payment incidents can also lead to a complete refusal in the customer having any outstanding balance.
4.2 - PAYMENT TERMS
The payment of the orders shall be made as follows:
• for new customers (for their first order), customers outside Europe and all other customers who are not covered by a sufficient credit insurance: RIDER range: 100 % of the total amount of the order expressed including all taxes at the time the order is recorded; seasonal ranges: 30 % deposit before 15/03 for the winter season and before 10/09 for the summer season, the balance (70 %) before shipment of the products.
• for other customers with whom HARCOUR has had no payment incident:
• RIDER range: 100 % at 30 days from the date of the invoice;
• seasonal ranges: summer: 30 % before 15/02, balance at 30 days from the date of the invoice/delivery; for the winter collection: same rules apply but the deposit must be paid by 15/08 at the latest.
Any exemption to these principles can only be due to prior express agreement between both Parties.
HARCOUR shall be required to deliver the products only if the customer has paid the deposit referred to above. The payment of all orders must be made by bank transfer, cheque or credit card directly on the site.
In the event of payment by cheque, it must be issued by a bank domiciled in metropolitan France or Monaco. The cheque is cashed when it is received.
In this case the cheque will be sent to:
Société HARCOUR, 22 Rue des Chardons - ZA de l'Épine - 72460 Savigné-L'Évêque, France
Any payment made shall be considered definitive only after actual cashing of the amounts due to HARCOUR. In the event of delayed payment of the amounts due beyond the period specified above and after the date of payment indicated on the invoice sent, interest shall automatically be payable at a rate equal to three times the legal interest rate, the product being increased by 5 percentage points. These late penalty fees are calculated on the amounts due including all taxes and are due without any reminder being made. Moreover, failure to pay by the due date shall automatically lead to the payment of a lump sum of € 40 for collection costs.
The customer cannot apply any discount or form of compensation to the amount due to HARCOUR in case of a possible claim he considers having or may have against Harcour.
No discount will be applied by HARCOUR for any cash payment, or in a period inferior to the one specified in these GCS.
ARTICLE 5 : TRANSFER OF OWNERSHIP AND RISKS
The transfer of ownership of the products sold by HARCOUR will be carried out only after complete payment of the amount due by its customers, whatever may be the delivery date of these products.
By express agreement, HARCOUR will be allowed to enforce the rights it holds under this ownership reservation clause, on all its products in the customer's possession, those being formally unpaid, and HARCOUR will be allowed to take them back or claim them as compensation for all its unpaid invoices, without prejudice to its rights to rescind the sales in progress.
However, the risks related to the products (loss, deterioration they might suffer or damage they might cause) are transferred to the customer as soon as he/she or his/her subrogated party takes possession of them.
ARTICLE 6 : GUARANTEE AGAINST HIDDEN DEFECTS
HARCOUR guarantees its products sold against hidden defects, in accordance with the law, the case law and under the following conditions. This guarantee is limited to a period of six months from the date of delivery of the products sold and shall only apply to the products that regularly became property of the customer. A hidden defect is a manufacturing defect of the product that makes it unfit for use and that is unlikely to be detected by the customer before its use. A design defect is not a hidden defect. This guarantee does not cover the damage and wear and tear due to the improper use of the product.It is reminded that the products can deteriorate depending on storage conditions.
In order to enforce his/her rights, the customer will have to, under penalty of forfeiture of any action related, inform HARCOUR in writing of these defects within a maximum period of twenty (20) days from the day they have been detected. He/she is responsible for proving the hidden defect.
HARCOUR reserves the right to carry out a verification on site as quickly as possible.
ARTICLE 7 : GUARANTEE AND RESPONSIBILITY
In any case, the customer shall not destroy the products considered defective or non-compliant and must enable HARCOUR to observe the non-compliance or the hidden defect and if need be, to take the products back.
In any case, HARCOUR's responsibility is strictly limited to the foreseeable and direct damage suffered exclusively by the customer and proven by the latter. Out of principle, this guarantee is materialised by the replacement of non-compliant or defective products or by the refund of the customer through a credit note, according to HARCOUR's decision.
ARTICLE 8 : INTELLECTUAL PROPERTY
Out of principle, HARCOUR is the sole owner of all the intellectual and industrial property rights related to all the products provided by HARCOUR to the customer, whether they are the subject of a trademark registration to the competent body or not. For example copyrights, drawings, designs and brands. The projects, studies, technical drawings, patterns, sketches, prototypes/product samples, designs, savoir-faire, manufacturing secrets, scenery, brands used by HARCOUR at some point in the performance of its obligations, are and will remain HARCOUR's exclusive property.
By purchasing the products the customer acquires no property right on the elements of intellectual and/or industrial property specified above.
ARTICLE 9 : APPLICABLE LAW - LANGUAGE
By express agreement between the Parties, each and every sale made by HARCOUR is exclusively subject to and governed by French law, with the exception of any international conventions. These GCS are written in French. If they are translated into one or several languages, only the French text shall be valid in case of dispute.
ARTICLE 10 : : LITIGATIONS
Any litigation related to the formation or enforcement of the contracts concluded between HARCOUR and the customer, falls within the exclusive competence of the tribunal de commerce du Mans. This clause is applicable even in case of emergency proceeding, incidental demand, plurality of defendants or third-party complaint and whatever may be the terms of payment.
The customer shall refund HARCOUR with all the expenses it incurred as part of the proceedings initiated by the latter concerning a collection or a liability questioning, including the fees of judicial officers and solicitors.
ARTICLE 11 : GENERAL
The fact that HARCOUR does not invoke at a given time any of the provisions of these GCS cannot be interpreted as a waiver to invoke these provisions later.
Unless otherwise decided by the customer and indicated in writing, the latter expressly authorises HARCOUR to mention he/she is one of HARCOUR's customers, especially on its commercial and promotional documents.