Terms and conditions of sale

This is a translation of the French version of SEANERTEK’s “Conditions Générales de Vente” and was drafted for information purposes only. Should the English and French versions of this document differ, the French version shall prevail.

ARTICLE 1 –GENERAL

These general terms and conditions of sale apply to agreements concluded on the French national territory and abroad, with SEANERTEK, a single member limited liability company with a share capital of 15,000.00 euros, whose headquarters are domiciled at 2, rue Clément Ader in SAINT-EVARZEC (29170), FRANCE, registered at the Registre du commerce et des sociétés de QUIMPER (Quimper’s Trade register) under number 918 683 780 (hereafter referred to as “THE COMPANY”) by Customers, acting as consumers or professionals, whatever the clauses found on the documents provided by an intermediary company to the customer, and concerning all the COMPANY’s activities, namely: “any activity involving the purchase and sale, import and export, of equipment as well as industrial supplies for maintenance, construction and repair activities intended for professionals in all sectors; the marketing and distribution of this equipment; the activities of commercial agent, commercial intermediary and commercial representative; the activities of intermediary in transport services, international logistics, warehousing, storage and industrial packaging". These general terms and conditions of sale form the basis of the commercial negotiations between the COMPANY and the Customer.

ARTICLE 2- SCOPE 

The fact that the Customer places an order with the COMPANY implies: full and unreserved acceptance of these General Terms and Conditions of Sale by the Customer; waiver by the Customer of the right to take advantage of provisions contrary to or derogating from these General Terms and Conditions of Sale (supplemented by category tariffs). If the COMPANY were to sign general purchase conditions emanating from the Customer, its signature would only constitute acceptance of those clauses that are not contrary to these General Terms and Conditions of Sale. Any order placed on the Internet is subject to acceptance by the Customer of these General Conditions of Sale by ticking the box provided for this purpose. The fact that the COMPANY does not exercise, at any time, a prerogative recognised by these General Terms and Conditions of Sale, or does not require the performance of any clause of the General Terms and Conditions of Sale may not be interpreted either as a modification of the contract, or as an express or tacit waiver of the right to exercise the said prerogative for the future, or of the right to require the performance of the commitments entered into herein. These general terms and conditions of sale came into force on 1st December 2022. They cancel and replace all other General Terms and Conditions of Sale previously issued by the COMPANY. In accordance with the regulations in force, the COMPANY reserves the right to derogate from certain clauses of the General Terms and Conditions of Sale, according to the type of product sold, by establishing Special Conditions of Sale.

ARTICLE 3 – ORDERS

Prior to the first order, every Customer can request the opening of a customer account by filling in a registration form. The customer account will then be activated with the first order. For all oral orders, the COMPANY will include in the order form sent to the Customer: the availability of products, the quantity, the conditions and times for carrying out the order. Concerning customers with a customer account, the account number must be passed on during the order and appear on the order form. The Customer, on receipt of the order form, after having checked the terms, must return it signed, dated, marked “signed and agreed” and stamped with the company stamp (if the Customer is a professional) to the COMPANY. The data recorded in the COMPANY’s computer system constitutes proof of the contract. Any modification made by the COMPANY when sending the order form, will be deemed to have been accepted in all its terms, unless the Customer contests this in writing within two (2) working days from the date of its communication. Every order placed with the COMPANY must have a minimum value of €100.00 (including VAT) for metropolitan France and €300.00 (including VAT) for other destinations. The COMPANY reserves the right to ask the Customer for a deposit of 30.00 % of the total amount including VAT of the order (unless this rate has been modified in the order form) for any order of equipment manufactured or ordered especially, outside the usual product catalogue. Upon receipt of the down payment, the COMPANY will inform the Customer of the deadline for execution of the order. No order received and accepted may be cancelled and/or transferred without the written agreement of the COMPANY. In any event, no modification or cancellation of an order by the Customer may apply to orders for products being prepared or for which the dispatch process has begun. The information appearing in catalogues, websites, flyers, information leaflets and, more generally, all documents presenting and promoting the COMPANY’s products are given for information purposes only and may be subject to prices increasing. The COMPANY’s order forms and quotations are valid for ONE (1) month from the date on which they are sent to the Customer.

ARTICLE 4 – PRICE

Prices are given in euros (€) and calculated exclusive of tax. Consequently, VAT will be added, and packaging fees, customs duties, any taxes and insurances applicable on the day of the order. The prices of goods may be reviewed, to take account of variations in the cost of raw materials and/or other elements included in the cost price of products (cost of packaging items, subcontracting and so on). However, the COMPANY commits to invoice the goods ordered at the prices indicated when the order is placed. The offered prices include potential discounts and rebates that the COMPANY could grant to the Customer.

ARTICLE 5 – PAYMENT TERMS

Orders for goods must be paid upon delivery, except for customers who have applied to open an account. For customers with a customer account, payment terms are set in accordance with the provisions of article L 441-6 paragraph 5 of the French commercial code, i.e. forty-five (45) days from the date of invoicing. Concerning national sales, products must be paid in euros to headquarters of the COMPANY by bank transfer, cheque, or bill of exchange: - the whole amount for the first order; - thirty (30) days from the date of invoicing. All measures must be taken by the Customer to ensure that payment is effective on the same date. The invoice is considered to be paid when the amount shown on it is definitely credited to the COMPANY’s bank account. No discount will be applied by the COMPANY for payment in cash or within a period shorter than that appearing in these General Terms and Conditions of Sale or on the invoice issued by them. Concerning international sales, unless otherwise stipulated on the order form, payment shall be made in full, in euros, on delivery by SWIFT transfer.

ARTICLE 6 – LATE PAYMENT OR NON-PAYMENT

In the event of late payment of the amounts owed by the Customer beyond the period specified on the invoice or in the Terms and Conditions of Sale: - for professional Customers, in accordance with article L441-6 of the French Commercial Code, late payment penalties shall apply. Any sums not paid by the due date will bear late payment interest calculated on the basis of three (3) times the legal interest rate in force. Interest runs from the due date for payment and is calculated per day of delay. In addition to the late payment penalties, any sum, including the deposit, not paid on the due date by the professional Customer will automatically give rise to the payment of a fixed penalty of 40.00 euros due to recovery costs (articles L 441-9, I, paragraph 5 and D 441-5 of the French Commercial Code); - For the consumer Customer, in application of article 1231-6 of the Civil Code, the interest due for late payment consists of the application of interest at the legal rate known from the date on which the formal notice for payment was sent by the COMPANY. In addition, any delay in payment will automatically lead to the suspension of the execution of orders in progress, the cancellation by way of penalty of the Customer's rights to price reductions and the immediate payment of the totality of any debt owed to the COMPANY. Any deduction and/or compensation by the Customer is expressly excluded, except with the prior and express agreement of the COMPANY. In the event of recovery of the sums due by legal action, the unpaid sums will be increased by 10.00 % which the Customer undertakes to pay as a Penalty Clause. The Customer must reimburse all costs incurred by the failure to pay on the due date, resulting in the return of bills of exchange, unpaid cheques, and by the recovery of sums due, including the fees of legal officers and auxiliaries of justice.

ARTICLE 7 – DELIVERY

The delivery times indicated on the order confirmations are given as accurately as possible, without any guarantee on the part of the COMPANY, and therefore remain indicative. The COMPANY is released from any responsibility relating to completion and delivery times in the event of: failure by the Customer to comply with the terms of payment; delay in the submission of the accepted and signed order form; modification of the order at the Customer's initiative; new products requested by the Customer requiring the issue of a new order form; force majeure or events such as : war, strike by the COMPANY or one of its suppliers, legal or government restrictions, transport impediments, fire, bad weather, heatwave or supplier shortages. In any event, failure to comply with these deadlines shall under no circumstances give rise to cancellation of the order or payment of penalties and/or damages. However, in the event of a delay of more than THREE (3) months attributable solely to the COMPANY, the Customer may request the cancellation of the sale. Advances already paid and/or collected will be returned by the COMPANY in proportion to the steps taken to complete the order.

In accordance with the provisions of article 442-6, I, 8e of the French Commercial Code: "Any producer, trader, industrialist or person registered in the trade register who refuses or returns goods or automatically deducts from the amount of the invoice issued by the supplier the penalties or discounts corresponding to non-compliance with a delivery date or the non-conformity of the goods, when the debt is not certain, liquid and due, without the supplier even having been able to check the reality of the corresponding grievance, shall incur the liability of its author and shall be obliged to compensate the damage caused". Therefore, the Customer may not voluntarily apply late penalties/discounts on the amount of the invoice due to failure to meet the delivery deadline. The COMPANY must be able to verify and control the grievances of which it is accused.

The goods travel at the Customer's risk, whatever the conditions of sale, the mode of transport and the terms of dispatch. This is the case even in the event of a carriage-paid sale (a sale which has the effect of placing the transport costs at the expense of the COMPANY, the goods nevertheless travelling, unless otherwise agreed, at the risk of the recipient Customer).

The fixed price for ordinary transport for parcels of less than 30 kilos is set at €50.00 net per order and carriage paid from €500 net. Any packaging costs, customs duties, other taxes and insurance shall be borne by the Customer. These flat rates apply to delivery in metropolitan France. Given the specific nature of international deliveries, the rates will be established and transmitted by the COMPANY when the order form is sent.

ARTICLE 8 - TRANSFER OF RISK

Notwithstanding the reservation of title clause in article 19, the products are deemed to be in the custody of the Customer from the date of delivery as defined in article 7.

Therefore, from the said delivery date, the Customer alone shall bear the risks that the products may undergo or cause, for any reason whatsoever, even in the event of force majeure or the act of a third party.

ARTICLE 9 – ACCEPTANCE – COMPLAINTS

Irrespective of any reservations that may be transmitted to the Carrier on the basis of articles L 133-3 et seq. of the French Commercial Code, the Customer must take possession of the products at the agreed place, date and time. The Customer shall check the condition, quantity and quality of the products and, more generally, the compliance of the products with the order. The Customer must notify any anomalies or non-conformities in the products (in particular by writing reservations on the transport document). The reservations must be the equivalent of a photograph of the goods delivered: they must clearly show the nature and extent of the damage. In addition, the Customer must inform the COMPANY of the non-conformity of the products by registered letter with acknowledgement of receipt within FIVE (5) days of receipt of the products. No complaint will be accepted if the Customer fails to comply with these formalities and deadlines.

ARTICLE 10 – RETURN OF GOODS

On receipt of the complaint, the COMPANY will check the reality of the grievance and the existence of the non-conformities. In accordance with the provisions of Article L. 442-6, I, 8th of the French Commercial Code, the COMPANY may not be required by the Customer to return goods without the COMPANY having been able to check the products. Any return of products must have the express prior agreement of the COMPANY. Any product returned without this agreement will be held at the disposal of the Customer and will not give rise to the establishment of a credit note. In the event of agreement by the COMPANY, the products must be sent to the COMPANY free of all costs (at the advanced expense of the professional or consumer Customer), in their original packaging or wrapping and must not have been used and/or modified. The products must come with the invoice and the return form. The COMPANY's agreement is valid for a period of FIFTEEN (15) days. After this period, returns will no longer be accepted by the COMPANY. If the COMPANY agrees to take back products with no proven defect or whose non-conformity is attributable to the Customer, said products will be returned to the COMPANY by the Customer at its exclusive risk and expense, with the application of a discount of 20.00% on the invoiced price. The discount applied by the COMPANY may be higher, taking into account the reason for the return, the condition of the products and the manufacturer's possibilities of taking them back. If the cause of the non-conformities is attributable to the COMPANY, no discount will be applied. Any goods returned carriage forward (at the COMPANY's expense) will be systematically refused. Orders and/or special productions (outside the product catalogue) as well as all products with an expiry date will not be returned or exchanged. Any product taken back (material defect, dimension error, quantity error, etc.) by the COMPANY will be replaced (after qualitative and quantitative verification of the returned products) or a credit note will be issued for a subsequent purchase in favour of the Customer, to the exclusion of the payment of any damages and interest.

This article does not contravene the return period granted to the consumer Customer under the terms of article 12 of these General Conditions.

ARTICLE 11 - USE OF PRODUCTS

The professional Customer is solely responsible for the choice, storage, assembly and use of the products purchased from the COMPANY. The professional Customer declares that he has been fully informed of the characteristics of the COMPANY's products and acknowledges that he has qualified personnel who are familiar with the conditions of installation and use of these products. In any event, the COMPANY may not be held liable in the event of manifest abnormal use of the products by the Customer.

ARTICLE 12 – RIGHT OF WITHDRAWAL

In accordance with article L 221-18 of the Consumer Code, the consumer Customer has a period of FOURTEEN (14) days from the day following the signing of the order form to exercise their right of withdrawal from a contract concluded at a distance, following cold calling or off-premises. To this end, the Customer must send a registered letter with acknowledgement of receipt to the COMPANY's head office located at 2, rue Clément Ader in SAINT-EVARZEC (29170). Article L 221-28 of the French Consumer Code lists the contracts for which the right of withdrawal does not apply: "[Contract ] 1° For the supply of services fully performed before the end of the withdrawal period and, if the contract imposes an obligation on the consumer to pay, the performance of which has begun with the consumer's prior and express agreement and with the consumer's acknowledgement of the loss of his right of withdrawal, when the service has been fully performed by the trader; 2° the supply of goods or services whose price depends on fluctuations in the financial market beyond the control of the trader and which are likely to occur during the withdrawal period; 3° the supply of goods made to the consumer's specifications or clearly personalised; 4° the supply of goods which are likely to deteriorate or expire rapidly; 5° the supply of goods which have been unsealed by the consumer after delivery and that can’t be sent back for hygiene or health protection reasons […]”.

ARTICLE 13 – INSURANCES - RESPONSIBILITY

The COMPANY declares that it has taken out a civil and professional liability insurance policy covering all its activities. The COMPANY is responsible for the proper execution of orders placed. The COMPANY may not be held liable in the event of incidents, accidents caused by ill-will, disasters, wars, floods, earthquakes, fires, storms or cases of force majeure.

ARTICLE 14 – WARRANTIES

All products supplied by the COMPANY, independently of the legal warranties of public order referred to below, are guaranteed for ONE (1) year from the date of issue of the invoice. The product will be returned within this period to the COMPANY in accordance with the terms specified in Article 10 of these conditions.

However, this contractual warranty shall not apply in the event of wear and tear linked to abnormal or inappropriate use of the product by the Customer, negligence, lack of supervision or maintenance; storage in poor conditions; a case of force majeure as defined in Article 16 of the Conditions. The COMPANY's liability is limited solely to direct material damage caused to the Customer and resulting from improper performance of the sales contract. The COMPANY may not be required to compensate the Customer for immaterial or indirect damage such as: operating loss, loss of profit, loss of opportunity, commercial loss, loss of earnings, and so on. In any event, the liability of the COMPANY, if accepted, may not exceed the value of the products, the subject of the contract.

THE COMPANY, in accordance with Article 3 of the Order of 18th December 2014 relative to the information contained in the general terms and conditions of sale with regard to legal warranties, is liable for defects in the conformity of the goods with the contract under the conditions of Articles L 217-3 et seq. of the Consumer Code and for hidden defects in the item sold under the conditions provided for in Articles 1641 et seq. of the Civil Code. Consumer Customers have TWO (2) years from the date of delivery of the goods to take action. They may choose between repairing or replacing the goods, subject to the cost conditions set out in article L. 217-12 of the French Consumer Code; failing this, they may request a reduction in the price or termination of the contract. The consumer Customer is exempt from having to prove the existence of a lack of conformity of the goods for a period of TWENTY-FOUR (24) months following delivery of the goods, except for second-hand goods (period of ONE (1) year). The legal guarantee of conformity applies independently of any commercial guarantee that may have been granted. Finally, it should be noted that the consumer or professional Customer may decide to invoke the warranty against hidden defects in the item sold within the meaning of article 1641 of the Civil Code and that, in this case, they may choose between termination of the sale or a reduction in the sale price in accordance with article 1644 of the Civil Code. In order to assert their rights, the consumer or professional Customer must, under penalty of forfeiture of any action relating thereto, inform the COMPANY, in writing, of the existence of defects within a maximum period of five (5) days from their discovery. The COMPANY's guarantee is limited to the amount (excluding VAT) paid by the Customer for the order of the products. Defects of which the Customer was aware or could not have been unaware are excluded from the guarantee. In the event of a material or design defect, the material warranties on the products sold by the COMPANY are those given by the manufacturer of said products including the labour and travel warranties covered by the manufacturer under its conditions. These guarantees are available on request, in all the product manuals and from the manufacturer. In the event of activation of the material warranty, the COMPANY will submit the said products to the manufacturer who will assess them. Should the manufacturer not provide a guarantee for the material, labour and travel, or for the part if applicable, the COMPANY will be entitled to invoice the Customer for the amount corresponding to the replacement of the part, labour and travel.

ARTICLE 15 - CONTINGENCY

In accordance with article 1195 of the Civil Code, should an event occur outside of the control of the Parties compromising the balance of the contract to such an extent as to render the performance of its obligations prejudicial to the COMPANY or the Customer, the Parties agree to negotiate in good faith the modification of the contract. The following events in particular are covered: variations in the price of raw materials, changes in customs duties and taxes, changes in exchange rates, changes in legislation, changes in the Customer's financial situation. The Parties will continue to perform their obligations during the negotiation. If renegotiation is refused or fails, the Parties may agree to terminate the contract, on a date and subject to conditions to be determined by them, or ask the Judge, by mutual agreement, to adapt the contract. If no agreement is reached within ONE (1) month, the Judge may, at the request of either of the Parties, revise the contract or terminate it, on the date and under the conditions that they shall determine.

ARTICLE 16 – FORCE MAJEURE

None of the Parties of the contract may be held responsible for its delay or failure to perform any of its obligations under the contract if this delay or failure is the direct or indirect effect of a case of force majeure. In this respect, force majeure means any external, unforeseeable and irresistible event within the meaning of article 1218 of the French Civil Code. Each Party shall inform the other Party, without delay, of the occurrence of a case of force majeure of which it is aware and which, in its opinion, is likely to affect the performance of the contract. The suspension of obligations shall under no circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties. Performance of the obligation is suspended for the duration of the force majeure if it is temporary. Consequently, as soon as the situation of force majeure disappears, the Parties will make every effort to resume normal performance of their contractual obligations as quickly as possible. To this end, the prevented Party will notify the other Party without delay of the resumption of its obligation by registered letter with acknowledgement of receipt or extrajudicial document. If the duration of the impediment exceeds FIFTEEN (15) working days, the Parties must consult each other within FIVE (5) working days following the expiry of the preceding period to examine in good faith whether the contract should continue or be terminated. If the impediment is definitive, the contract will be purely and simply terminated.

ARTICLE 17- MEDIATION

In accordance with Article L111-1 6° of the French Consumer Code, the COMPANY informs the consumer Customer that the latter may have recourse to a consumer mediator under the conditions set out in Title I of Book VI of the said Code. In accordance with article L. 612-1 of the Consumer Code, any consumer has the right to resort to, free of charge, a consumer mediator with a view to the amicable resolution of the dispute opposing them to the COMPANY. The COMPANY may set up their own consumer mediation system or offer the consumer recourse to any other consumer mediator meeting the requirements of Title I of Book VI of the Consumer Code.

In the event of any difficulty, the COMPANY invites the Customer to lodge a complaint within the period specified in article 6 of these conditions. In the year following the complaint, in application of article R. 616-1 of the Consumer Code, the Customer may have his request examined by a mediator whose contact details are given below, it being understood that a dispute may only be examined by one mediator, save in exceptional circumstances:

ASSOCIATION DE MEDIATEURS BRETAGNE OUEST

https://www.mediation-consommation.ambo.bzh/

ARTICLE 18 – GOVERNING LAW

By express agreement between the parties, this contract is governed by and subject to French law. It is written in French. If it is translated into one or more languages, only the French text shall prevail in the event of a dispute. In the event of a dispute by the professional Customer and in the absence of an amicable settlement, jurisdiction is assigned to the courts of the COMPANY's registered office. In the event of a dispute by a consumer Customer and in the absence of an amicable settlement, in application of article R. 631-3 of the Consumer Code, the consumer may refer the matter either to: one of the territorially competent courts under the Code of Civil Procedure; or the court of the place where he resided at the time the contract was concluded or the harmful event occurred.

ARTICLE 19 – RESERVATION OF TITLE

The products whose sale is governed by these conditions remain the exclusive property of the COMPANY until full payment of the price (principal and accessories) by the Customer. The COMPANY reserves, until full payment of the price, a right of ownership over the products, allowing it to repossess the goods. The delivery of an instrument creating an obligation to pay (bill of exchange, Dailly slip) does not constitute a payment within the meaning of this article, the original claim of the COMPANY on the Customer subsisting with all the guarantees attached thereto, including the reservation of ownership until the said instrument has actually been paid. In this respect, if the Customer is the subject of receivership or liquidation proceedings, the COMPANY reserves the right to claim, within the framework of the receivership proceedings, the products sold but remaining unpaid. Any deposit paid by the Customer will remain the property of the COMPANY by way of lump-sum compensation, without prejudice to any other actions that it may be entitled to take against the Customer as a result. On the other hand, pursuant to Article 8, the risk of loss and deterioration will be transferred to the Customer upon delivery of the goods ordered. The Customer therefore undertakes, at their own expense, to insure the goods ordered, in favour of the COMPANY, until full transfer of ownership. In the case of products for which payment has not yet been made, the Customer must ensure that they are precisely identified as the property of the COMPANY so as not to be confused or be the subject of a claim by third parties. Furthermore, the Customer shall refrain from pledging or transferring in any form whatsoever, by way of guarantee, the unpaid products.

ARTICLE 20 – CONFIDENTIALITY

The parties mutually commit to a general obligation of confidentiality concerning any oral or written information, whatever it may be and whatever the supports exchanged within the framework of order preparation and dispatch, except information generally known by the public. Consequently, the Parties commit to: - keep all confidential information secret, and notably to never disclose or communicate, in any way, directly or indirectly, all or part of the confidential information, to whoever it may be, without the prior written authorisation of the other party; - to not use all or part of the confidential information for any means or activity other than the execution of the contract; - to not copy or imitate all or any part of the confidential information.

ARTICLE 21 – PERSONAL DATA

Information collected about the Customer will be treated by computer by the COMPANY and is indispensable to carry out the order. This information and personal data are also kept for security means, to respect the legal and regulatory obligations. They will be kept as long as necessary to carry out the orders and warranties potentially applicable after the deliveries. The COMPANY is responsible for data treatment. It is situated at 2, rue Clément Ader in SAINT-EVARZEC (29170), FRANCE, their email address is the following [[email protected]]. Access to personal data will be strictly limited to the employees of the person in charge, authorised to use them according to their functions. The information collected may be communicated to a third party related to the company by contract to carry out subcontracted tasks, without the Customer’s necessary authorisation. In accordance with law n° 78-17 of January 6th 1978 relative to IT, files and liberties, as notified by law n° 2004-801 of 6th August 2004, and the European regulations n°2016/.679, the Customer has right of access, rectification, deletion, and portability of the data about them, and the right to oppose to the treatment for legitimate reasons, rights they can exercise by writing to the manager at the postal or email address mentioned here above, by attaching a valid identity justification. In the event of a complaint, the Customer can contact the CNIL (national information science and liberties commission).