Legal information and general terms and conditions of sale B2B
Last update: 18/01/2021
Owner: NodOn SAS – SIRET: 790 772 214 00017 – 121 rue des Hêtres – 45 5590 St Cyr en Val – France
Creator of the website: Thomas Gauthier
Publication manager: Thomas Gauthier – email@example.com
Webmaster: Jérôme Cheze – firstname.lastname@example.org
Web host: AWS – 31 Place des Corolles, 92400 Courbevoie – France
General terms and conditions for sales
NodOn SAS is a simplified joint stock company, with a capital of 1.163.810€, registered with the Orleans Registry of Trade and Companies under the no. 790 772 214, with its registered office located at 121, rue des Hêtres – 45590 Saint Cyr en Val (FRANCE). This company designs and sells electrical accessories for home automation under the trademark NodOn.
NodOn SAS provides these general terms and conditions of sale on a durable and downloadable media from the website nodon.fr before placing any order.
The placing of any order by the Client implies the irrevocable acceptance of these general terms and conditions, for which the Client acknowledges to have been informed prior to placing his order.
NodOn SAS reserves the possibility to modify these general terms and conditions of sale, at any time and at its sole discretion. The general terms and conditions that apply are those which appear on the Website or are sent when the Client places his order.
The person who places an order guarantees that he is fully empowered to do it.
The “Client” means the trader who orders.
The “Products” mean all goods sold by NodOn SAS.
Now therefore, the parties hereby agree as follows:
The purpose of these terms and conditions of sale is to define the conditions and arrangements for sale of Products to the Client.
2. APPLICABILITY / TERMS
By the only order, the Client acknowledges to have read the general terms and conditions of sale and accept it. These general terms and conditions of sale are applicable for every Product sold by NodOn SAS for any order placed by the Client in France or abroad and whatever the place of delivery.
These general terms and conditions are applicable from the placement of the order by the Client until the expiry of the rights and obligations incumbent upon each party.
3. PRODUCTS OFFERED FOR SALE
Products designated by these general terms and conditions of sale are all products sold by NodOn SAS.
4. ORDER AND EXECUTION
Before any order, the Client must create an account by filling a form. The Client can ask this form by email at: email@example.com.
After the validation of his account by NodOn SAS, the Client will receive prices, promotions and have access to the catalog and could order Products by email at: firstname.lastname@example.org. This order shall be placed in formal PDF format.
The Client order have to indicate the necessary elements for the correct execution of the delivery:
– Specifications of Products ordered (exact references, designation, price and quantities)
– Logistic information: address of delivery, names and contact details of logistic contacts (phone number, email…)
– Logistic specificities: opening hours of delivery points, logistic charter
Once the order is received and validated, NodOn SAS will send an order confirmation to the Client with Products details. The confirmation will indicate the date that NodOn SAS can respond to it depending on stocks availability. The Client will receive the invoice of the Products ordered as soon as the delivery of the Products has started.
Any order received and confirmed by NodOn SAS is firm and final. The Client cannot cancel the order for any reason whatsoever.
For “labeled” Products (sold under another brand than NodOn) a tolerance of 5% is allowed on the number of Products manufactured that the Client recognizes and accepts.
For any question about his order, the Client shall contact NodOn SAS by phone: +33 2 38 25 16 47 from Monday to Friday 8:30 am to 12:30 pm and 2:00 pm to 5:30 pm.
5. DELIVERY AND TRANSPORT
The Products will be sent to the address indicated in the Client’s order. If the Client wishes to be delivered to another address or if the address indicated is false, the Client must inform NodOn SAS and correct the delivery address. If the Products are sent to a wrong address because of the Client, the delay of Products delivery cannot be reproached to NodOn SAS. If the Products are returned to NodOn SAS because of incorrect address information, the Products will be sent again to the Client at his fees.
The delivery period is indicated in the order confirmation sent by e-mail, for information purposes only. The delivery periods are for information only, NodOn SAS will not be held liable for any delay in the delivery. Furthermore, the Client cannot cancel his order or refuse to receive the Products in the event of late delivery.
By default, the delivery is made by the Incoterm EXW. However other delivery possibilities may be considered following a request from the Client, subject to acceptance of NodOn SAS.
Upon receipt of the Products, the Client must sign a delivery note.
6. TRANSFER OF OWNERSHIP AND RISKS
The sale of Products is made with a reservation of ownership. The transfer of ownership of the Products shall occur on the date of full payment of the Products by the Client. The Client undertakes not to have the Products pledged to anyone whomsoever, and for any reason whatsoever, prior to the full payment of its price to NodOn SAS.
The transfer of risk takes place according to Incoterm EXW unless another type of delivery was agreed.
Any complaint concerning the Products must be sent to NodOn SAS within a period of seven (7) days as from the date on which the Client receives the Products, at the following e-mail address: email@example.com. Any complaint, done more than seven (7) days after receiving the Products, will not be taken into consideration by NodOn SAS. Any complaint made by the Client must include the order number and a detailed description of the problem encountered, with photographs to support the complaint.
The Client must also keep all the contentious Products in its original packaging, in order to be able, if the case occurs, to send it back to NodOn SAS or for a joint expert opinion to be made. The Products must not have been used, otherwise the complaint will not be successful.
In the event whereby the Products would have been damaged as a result of NodOn SAS or did not correspond to the Client’s order, NodOn SAS may, in agreement with the Client, either replace the contentious product(s), or issue a credit note to the Client of the amount of his order, so that the Client may place another order to NodOn SAS. This constitutes the sole and unique means of remedy for the Client concerning products that have been damaged as a result of NodOn SAS or which do not correspond to the order. The Client may not lay claim to any other indemnification.
8. RETURN OF PRODUCTS TO NodOn SAS AFTER COMPLAINT
When NodOn SAS receives a complaint, it examines it to determine its follow-up. NodOn SAS may request the return of the Products at the Client’s expense to the following address: NodOn SAS – 121, rue des Hêtres – ZA La Saussaye – 45590 Saint Cyr en Val FRANCE.
If, as a result of the request for NodOn SAS, the Client does not return the Products concerned by the complaint, it will be considered that the Client accepts the Products as they are and NodOn SAS will not respond to the complaint.
The Client will be responsible for the condition of the packaging as well as the loss damage of the package sent.
9.1 – NodOn SAS guarantees that the products offered for sale are free from any defect in design, material or manufacture. As such, they are covered by a warranty for hidden defects (9.2) and a commercial warranty (9.3) under the conditions defined below.
9.2 – Warranty for hidden defects: NodOn SAS guarantees the products in the event of hidden defects as defined by article 1641 of the French Civil Code, for a period of two (2) years from the date of manufacture of the products.
9.2.1 – Under this warranty, NodOn SAS shall, at its option, either reimburse its customer for the purchase price of the defective product, or replace the defective part or product, to the exclusion of any other repair, compensation or damages of any kind and for any reason whatsoever.
9.3 – Commercial warranty: Products sold by NodOn SAS benefit from a commercial warranty for a period of two (2) years from the date of invoicing of the product by NodOn SAS to its customer.
The commercial warranty does not apply in the cases referred to in the SWC appendix below.
In the event of malfunction of a Product during the warranty period, the Customer must inform NodOn SAS at the following address: firstname.lastname@example.org.
9.3.1 – To be taken into consideration, any defective Product under warranty must be returned to NodOn SAS, after acceptance given by NodOn SAS in the form of a return document given by NodOn SAS, by e-mail (RMA number).
The Customer must return the Product in dispute at his own expense with the RMA number to the following address: NodOn SAS – 121, rue des Hêtres – ZA La Saussaye – 45590 Saint Cyr en Val – France.
NodOn SAS will return the repaired Product or a new Product to the Customer free of charge.
9.3.2 – Product returns are always made at the Customer’s expense and risk.
9.4. Warranty exclusions
9.4.1 – Are excluded from the warranty referred to in Article 9 of these general conditions of sale all parts, all consumable elements and all power supplies, such as, for example, and without this list being restrictive, batteries, cells and lithium blocks. Defects and deterioration of the products delivered as a result of irregular conditions of storage and/or conservation at the customer’s premises, particularly in the event of an accident of any kind, will also not give right to the guarantee due by NodOn SAS.
9.4.2 – The same shall apply to defects and deterioration caused by normal wear and tear, by an external accident, negligence, malice, implementation or use of the products that is defective and/or irregular and/or does not comply with NodOn SAS’s specifications and/or the protection and safety standards and/or regulations in force, or by the intervention of third parties, or by exceptionally harsh conditions of use (humid or acidic or very dusty environment, excessive temperatures, chemical emanations, etc. …).
9.4.3 – Finally, any warranty is excluded for incidents due to fortuitous events or force majeure.
10. PRICES AND CONDITIONS OF PAYMENT
Products prices are sent to the Client after the creation of his account.
The total price due by the Client in consideration for the purchase of Products is indicated in the invoice which is sent at the time of departure of the Products delivery. The Client shall be personally liable for the payment, as the case may be, of any taxes applicable in the country of destination.
The payment of the purchase invoice shall be made by bank transfer, within a period of 30 days as from the date of invoice, unless another payment period has been provided in the email confirmation for the order.
In accordance with the legal provisions, any late payment of an invoice on its due date, shall give rise, without any prior formal notice, to the payment of late penalties for which the rate shall be equal to three (3) times the legal rate of interest and the flat rate indemnity for the recovery costs for an amount of forty (40) euros.
11. INTELLECTUAL PROPERTY
The Products, the website and its content, in particular the trademarks, logos, images, drawings, models, texts, photographs, graphic charters and databases are owned fully and exclusively by NodOn SAS. Thus, any reproduction, representation, publication, use, commercialization or use of any of these elements is forbidden unless authorized by NodOn SAS.
The Client undertakes not to make unfair competition to NodOn SAS.
At most, NodOn SAS can only be held to refund or replace of the defective Products. As a result, and regardless of the nature or extent of the alleged defect or failure, NodOn SAS cannot be held liable for direct or indirect damages, material or immaterial, to persons or properties, a failure of the Products that it has sold or manufactured, subject to legal obligations.
The Client undertakes to subscribe to an insurance contract, with an insurance company that is reputedly solvent, with a representation in France, guaranteeing his professional civil liability in the context of his activities, for any damages caused in the context of performing this agreement.
14. PERSONAL DATA
The Client must accept that the personal data that he communicates during the creation of his account or on the website is subject to processing by NodOn SAS for the purposes of administrative and commercial management and for statistical purposes. NodOn SAS undertakes to guarantee to the Client the protection of his personal data by default and from their collection by appropriate physical and IT measures.
Concerning his personal data and processing, the Client has a right of information, right of access, right of rectification, right of erasure, right to restriction of processing, right to data portability in accordance with the General Data Protection Regulation. To exercise his rights the Client must send a written request to the following address: NodOn SAS – 121, rue des Hêtres – ZA LA Saussaye – 45590 Saint Cyr en Val FRANCE or by email to email@example.com. An answer will be provided within one month following the request.
The Client must correct or update his personal data which is inaccurate, incomplete or outdated.
NodOn SAS reserves the right to send to the Client a newsletter, commercial offers or information about special operation organized by NodOn SAS via the email address communicated by the Client. If the Client doesn’t want to receive these offers anymore, he can unsubscribe at any time by clicking on the link indicated for this purpose in these emails.
15. FORCE MAJEURE
NodOn SAS can’t be held responsible for the non-performance or late performance of its obligations because of force majeure event. If NodOn SAS is facing a case of force majeure, it will inform the Client in the best time. As expressly approved, the following are considered as force majeure or fortuitous events, other than those usually retained by the Jurisprudence of the French Courts and Tribunals: total or partial strikes, inherent or not to the company, in particular blockage of the postal services, the road transport, maritime and air services, epidemics, earthquakes, fire, storm, flooding, water damages, blockage of the means of telecommunication, blockage of internet, governmental or legal restrictions, legal or regulatory modifications of forms of commercialization, and any other case unrelated to the express will of the parties preventing the normal performance of this agreement.
16. LEGAL AND ADMINISTRATIVE AUTHORIZATIONS
The Client undertakes to have obtained all the legal and administrative authorizations necessary for carrying out his activity. The Client undertakes to respect the importation and exportation laws applicable in his country, and to carry out the customs formalities, which are incumbent upon him.
17. CONVENTION OF PROOF
The Client acknowledges and accepts that the information included in NodOn SAS’s IT system has the same probative value as paper documents. The archives of orders and invoices is made on a reliable and durable support medium so it may be used as a means of proof.
18. INDEPENDENCE OF THE PROVISIONS OF THE GENERAL TERMS AND CONDITIONS OF SALE
If any provision of these general terms and conditions should be declared void or inapplicable by a court decision or the application of a law or regulation, the other provisions of these general terms and conditions will remain fully applicable.
19. INDEPENDENCE OF THE PARTIES
The Parties are independent of one another, and neither Party may take action or present himself as an agent, shareholder, partner or representative of the other party.
These general terms and conditions constitute the integrality of the agreement between the parties, and prevail over any other documents or agreements not provided herein.
21. APPLICABLE LAW
These general terms and conditions are governed exclusively by French law.
22. CONFLICT RESOLUTION
Any disagreement or dispute relating to these general terms and conditions, the placing of an order, a payment or a clause shall be submitted to the exclusive jurisdiction of the relevant courts in Orléans (France), despite multiple defendants.
Appendix – Special Warranty Conditions (SWC), applied to the NodOn PRO brand
9.3 – Commercial warranty: this article replaces article 9.3 of the NodOn GTCs.
The NodOn PRO product range is an exception and benefits from a five (5) year commercial warranty on most of its products from the date of manufacture affixed to the products (date visible in MM/YY format on the said product). The exhaustive list of references concerned by this extended warranty is available on www.nodon.pro/warranty.