1.1 General provisions
1.1 The present general terms and conditions hereafter “GTC” constitute, in accordance with Article L 441-6 of the French Commercial Code, the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which SMART CLIC France S.A.S., hereinafter “SMART CLIC”, supplies Products and Services to Professional Customers who request them, via the SMART CLIC website (http://www.smart-clic.fr), hereinafter “the Site”, by direct contact or via a paper medium. SMART CLIC does not market its Products to consumers or private individuals, but only to Professional Customers.
The present General Terms and Conditions of Sale cancel and replace all previous documents and apply without restrictions or reservations to all sales and services provided between SMART CLIC and the Customers, regardless of the clauses that may appear on the Customer’s documents, and in particular its general terms and conditions of purchase.
In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any person who requests them, to enable him to place an order with SMART CLIC.
Any order of Products or request for Services implies, on the part of the Customer, the acceptance of these GCS. Acceptance of the General Conditions of Use of the Site is also required for online sales as detailed in point 16. Once these GCS have been expressly accepted by the Customer, following the process set up by SMART CLIC, they will be binding on the Customer for all sales of Products and Services between the parties.
1.2 Are an integral part of the contract:
the present GCS ;
the general conditions of use of the Site;
the order or the estimate accepted on both sides by any means;
the vouchers to be drawn;
any other SMART CLIC document supplementing these GCS.
2.1 Sales of products or services are only perfect after express written acceptance of the Customer’s order by SMART CLIC, which will ensure, in particular, the availability of the requested products.
2.2 The order is taken into consideration by SMART CLIC: 1) when the Customer accepts and returns the Purchase Order duly signed and stamped by him; or 2) when the Customer writes an order on his commercial paper which is accepted by return by SMART CLIC; or 3) when he places an order on his website under the conditions provided in point 16.
2.3 The written acceptance of the estimate and/or the order is done by any means. The contract is deemed to be formed as soon as the Customer and, where applicable, SMART CLIC accept the quote or order without reserve. By his acceptance, the Customer expressly declares that he has read the GCS prior to any commitment.
3. Modification – Cancellation of orders
3.1 Changing the order
Any modifications requested by the Customer may only be taken into account, within the limits of SMART CLIC’s possibilities and at its sole discretion, if they are notified in writing at least 20 calendar days before the date scheduled for delivery of the Products ordered, after the Customer has signed a new specific purchase order including a possible price adjustment.
3.2 Withdrawal – cancellation of the order
The customer being a professional buying within the framework and for the needs of his profession, there is no need to apply the right of withdrawal provided by the Consumer Code.
The duly accepted order or quotation expresses the irrevocable consent of the Customer. No partial or total cancellation of the order or the estimate can be granted except with the express agreement of SMART CLIC.
In the event of cancellation, the Customer will compensate SMART CLIC for all expenses incurred and for all direct and indirect consequences resulting therefrom. Any deposit already paid will remain acquired by SMART CLIC.
4. Conditions relating to the provision of services
4.1 Details of services
The services governed by the present general conditions are those which appear on the SMART CLIC website and which are indicated as carried out by SMART CLIC or under its control. They are proposed within the limits of the availability of the service provider.
The services are described and presented as accurately as possible. However, if errors or omissions may have occurred with regard to this presentation, SMART CLIC cannot be held responsible.
4.2 SMART CLIC obligation
The commitments of the service provider constitute an obligation of means at the end of which the services will be carried out in strict compliance with the professional rules in use and, where applicable, in accordance with the conditions of the contract. To do so, SMART CLIC will assign to the execution of the services the professionals with the skills required to ensure their realization in accordance with its quality standards.
4.3 Obligations of the Customer
In order to facilitate the good execution of the services, the Customer undertakes :
to provide SMART CLIC with complete, exact and timely information and documents, without any obligation to verify their completeness or accuracy;
to make decisions within the deadlines and to obtain the necessary hierarchical approvals;
to designate a correspondent with decision-making authority;
to ensure that key contacts and the correspondent are available throughout the execution of the services;
to notify SMART CLIC directly of any difficulties that may arise during the execution of the services.
SMART CLIC reserves the right to assign all or part of the performance of the services to providers meeting the same qualification requirements.
If the service requires particular technical skills, the service provider will inform the purchaser about the possibility of subcontracting part of it. The subcontractor will then intervene under the sole responsibility of the service provider and will undertake to keep confidential all information of which it becomes aware during the performance of the services.
The prices appear on the SMART CLIC website or on the Order Form and are in Euros excluding taxes, including shipping costs for products, unless otherwise stated, to the delivery location indicated by the Customer, in metropolitan France only. The taxes in force are shown on the invoice.
6. Financial conditions
6.1 Method of payment
6.1.1 Down payment
Unless otherwise specified, a deposit of 50% (excluding tax) of the total price of the order or quotation will be paid.
6.1.2 Payment deadline
Unless otherwise specified, the balance of the order or quote is paid within 10 calendar days of delivery or performance of the service. The agreed payment dates cannot be unilaterally questioned by the Client.
Advance payments are made without discount unless otherwise agreed.
In the case of payment by bill of exchange, the latter must be returned with acceptance within seven days from the date of issue of the invoice.
6.1.3 Late payment
Late or non-payment in whole or in part will result in forfeiture of the contractual term and render all sums due, even if not yet due, by the Customer, without prior formal notice, as well as the application of a flat-rate compensation for collection costs of €40, in accordance with Article D. 441-5 of the French Commercial Code, and to request additional compensation from the Customer, subject to justification of the amount. When payment is made in installments, failure to meet a due date will result in all sums due becoming immediately payable, without further formality. Any delay in payment shall give rise to the application of interest equal to four times the legal interest rate. SMART CLIC reserves the right to suspend or interrupt the delivery of products and/or the realization of services, without prejudice to any other claim for damages.
The fact that SMART CLIC avails itself of one or other of its provisions does not deprive it of the right to invoke the benefit of the retention of title clause referred to in article 6.2.
Any non-payment resulting in a collection procedure. The sums remaining due will be increased
6.2 Retention of title – Transfer of ownership
SMART CLIC retains full ownership of the products covered by the contract until effective payment of the entire price in principal and accessories. The total or partial non-payment can also lead to the claim of the products and accessories. Nevertheless, as from delivery, the Customer assumes full responsibility for any damage that the products and accessories may suffer or cause.
6.3 Right of retention
In the event of delay or non-payment, SMART CLIC will be entitled to exercise its right of retention on the products without prejudice to any other claim, in particular for payment of damages.
7. Payment with order and refusal of order
7.1 In the event of serious risk of insolvency or non-payment by the Customer, SMART CLIC may request the Customer to pay for the order or to provide guarantees.
In the event of refusal by the Customer of payment with order, without any sufficient guarantee being proposed, SMART CLIC may refuse to honor the orders.
7.2 In case of unpaid previous invoices, SMART CLIC may, until full payment is received, refuse any new order or suspend the delivery of products.
8. Delivery and realization delays – Transport
8.1 Time Limits
Delivery times for products and services are given for information only. Agreements concerning deadlines do not in any case constitute a commitment to deliver or perform the service on a deadline. SMART CLIC strives to meet the deadlines it indicates, except in cases of force majeure or similar as referred to in Article 10.
The possible delays cannot give rise to any penalty or compensation, nor motivate the cancellation of the order.
In the absence of stipulations to the contrary, SMART CLIC takes charge of the transport of the goods to the delivery point provided in metropolitan France. The Customer will notify SMART CLIC in writing, at least 10 days before the effective delivery date, of any change of delivery address. Any additional cost generated by this change will be charged to the Customer. In case of postponement of delivery or at the Customer’s request, the Customer undertakes to pay for the entire order according to the terms and conditions referred to in article 6.
9. Reception – Verification
The products are delivered to the address indicated by the Customer on the order form. The Customer must ensure its accuracy. Any package returned to SMART CLIC because of an incorrect or incomplete delivery address will be reshipped at the Customer’s expense. The Customer can, at his request, obtain the sending of an invoice to the billing address and not to the delivery address, by validating the option provided for this purpose on the order form.
If the Customer is absent on the day of delivery, the delivery person will leave a delivery notice in the mailbox, which will allow the Customer to pick up the package at the place and during the period indicated.
If, at the time of delivery, the original packaging is damaged, torn, opened, the Customer must then check the condition of the items. If they have been damaged, the Customer must imperatively refuse the package and note a reservation on the delivery slip (“package refused because open or damaged”).
The Customer must indicate on the delivery slip and in the form of handwritten reservations accompanied by his signature any anomaly concerning the delivery (damage, missing product compared to the delivery slip, damaged package, broken products…).
This verification is considered to have been carried out once the Customer, or a person authorized by him, has signed the delivery note.
The Customer must then confirm these reservations to the carrier by registered mail within two working days following receipt of the item(s) and send a copy of this mail by fax or simple mail to SMART CLIC.
If the products need to be returned to SMART CLIC, they must be the subject of a return request to SMART CLIC within 5 calendar days following delivery. Any complaint formulated outside this time limit will not be accepted. The return of the product can only be accepted for products in their original state (packaging, accessories, instructions …).
10. Force majeure
None of the parties to the contract can be held responsible for its delay or failure to perform any of its obligations under the contract if this delay or failure results from a case of force majeure such as: occurrence of a natural disaster, earthquake, storm, fire, flood, armed conflict, labor dispute (total or partial strike at the company SMART CLIC, suppliers, carriers, or other intermediaries), mandatory injunctions from public authorities, operating accidents, machine breakage, explosion, failure to supply.
11. Intellectual property – Confidentiality
11.1 Intellectual Property
11.1.1 All intellectual property rights resulting from the “SMART CLIC” trademark, from the creations designed and produced by SMART CLIC, as well as all documents (plans, studies, drawings, models, creations, logos, etc.), and the related know-how, remain the exclusive property of SMART CLIC, unless otherwise stipulated in the order confirmation or on the invoice or any other document exchanged between the Parties. If the Customer wishes to benefit from the transfer of the intellectual property rights on the creations made by SMARTCLIC, he will have to make the express request and pay on this occasion a complementary remuneration agreed between the Parties.
11.1.2 When media or other documents are provided by the Customer to SMART CLIC to carry out the services ordered, the Customer guarantees SMART CLIC against the direct or indirect consequences of any civil or criminal liability action resulting in particular from an action for counterfeiting or unfair competition.
The parties reciprocally undertake a general obligation of confidentiality concerning any oral or written information, whatever it may be and whatever the medium (discussion reports, plans, computerized data exchanges, activities, installations, projects, know-how, etc.) exchanged in the context of the preparation and execution of the contract, except for information that is generally known to the public or that will become known otherwise than through the fault or fault of the Client.
12.1 Contractual warranty against manufacturing and visible defects
The products delivered by SMART CLIC can benefit from a contractual guarantee whose modalities are fixed on a case-by-case basis on the order confirmation and/or appear on the product sheet. This guarantee covers the non-conformity of the products to the order and any hidden defect, resulting from a defect in material, design or manufacturing affecting the delivered products and making them unfit for use.
12.1.1 In the event of a defect noted in accordance with the terms of article 9, SMART CLIC will replace the parts recognized as defective. This service does not cover labor costs and those resulting from disassembly, reassembly, transport. The replacement of parts does not extend or suspend the duration of the warranty specified above.
12.1.2 Exclusion of the guarantee
This warranty is excluded in the following cases:
if the defect/defect results from poor maintenance or improper use of the products,
if the defect/defect results in whole or in part from normal wear and tear or an accident attributable to the Customer,
when products are dismantled, opened, drilled,
For the guarantee to apply, the customer must have paid his invoice according to the terms and conditions set out in Article 6.
12.2 Legal warranty for hidden defects.
SMART CLIC also guarantees the products against hidden defects under the conditions of articles 1641 and following of the Civil Code. However, this warranty is strictly limited to the replacement of the parts and/or objects recognized as defective and does not cover the possible labor and transport costs of the said parts or Products. THE WARRANTY EXCLUSIONS PROVIDED FOR IN ARTICLE 12.1.2 HEREOF APPLY.
13. Limitation of liability
The entire responsibility of SMART CLIC and that of its collaborators relating to any failure, negligence or fault, noted at the time of the execution of the services or the sale of the products, will be limited to the amount of the sums paid for the products/services of the services in question, in order to cover the complaints of any nature (interests and expenses included), and this, whatever the number of actions, grounds invoked, or parties to the litigations.
This provision shall not apply to any liability for death or personal injury, or any other liability that cannot be excluded or limited by law.
The liability of the Provider can only be engaged in case of proven fault or negligence and is limited to direct damages to the exclusion of any indirect damages of any kind.
The Provider is not liable, neither for insurers, nor for indirect damages, nor for loss of profit or loss of opportunity or expected profits, nor for the financial consequences of any actions that may be brought by third parties against the purchaser, nor for damage to the image .
14. Force majeure
Any circumstances beyond the control of the parties, which prevent the performance of their obligations under normal conditions, are considered as grounds for exoneration of the parties’ obligations and lead to their suspension.
The party invoking the circumstances referred to above must immediately notify the other party of their occurrence, as well as their disappearance.
Will be considered as cases of force majeure all irresistible facts or circumstances, external to the parties, unforeseeable, unavoidable, independent of the will of the parties and which cannot be prevented by the latter, despite all reasonably possible efforts. In an express way, are considered as cases of force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of the French courts and tribunals: the blocking of means of transport or supplies, earthquakes, fires, storms, floods, lightning, the stoppage of telecommunication networks or difficulties specific to telecommunication networks external to the customers.
The parties will come together to examine the impact of the event and agree on the conditions under which the execution of the contract will be continued. If the case of force majeure lasts more than three months, these general conditions may be terminated by the injured party.
15. Applicable law – disputes
By express agreement between the parties, the present GTC and the sales and services operations resulting from them are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.
All disputes to which the present contract and the agreements resulting from it may give rise, concerning their validity, interpretation, execution, resolution, consequences and consequences will be subject to the jurisdiction of the courts of grasse.
IDENTIFICATION OF THE SERVICE PROVIDER
SMART CLIC France SAS au capital de 1000 € – SIRET n° 530 412 006 000 21, RCS d’Antibes.
Chairman & Managing Director: V. DAUMAS
ADDRESS : 53 chemin du Val Fleuri, 06800 Cagnes-sur-Mer, France – Tel : 04 93 59 19 96
All complete or partial reproduction, by whatever means, without the prior written consent of SMART CLIC is unlawful and constitutes a forgery giving rise to legal sanctions.
In accordance with the provisions of Law No. 98-536 of 1 July 1998, transposed into the Intellectual Property Code of Directive 96/9/CE of 11 March 1996 concerning the legal protection of databases, SMART CLIC is the producer and the sole owner of the database accessible on the present website.
By accessing the present site, you acknowledge that the data composing it is legally protected and, in accordance with the provisions of the law of July 1, 1998, you notably forbid yourself from extracting, reusing, storing, reproducing, representing or preserving, directly or indirectly, on any support whatsoever, by any means and in any form whatsoever, all or any qualitatively or quantitatively substantial part of the site to which you are accessing, as well as the repeated and systematic extraction or reuse of qualitatively and quantitatively non-substantial parts when these operations manifestly exceed the normal conditions of use.
DATA-PROCESSING LAW AND FREEDOMS
In accordance with article 39 of the French law “Informatique et Libertés” of January 6, 1978, the user has the right to access, modify, rectify data concerning him/her. To exercise these rights, the user is invited to send an e-mail to firstname.lastname@example.org. They may also write to SMART CLIC, Attn: Mr. V. Daumas, President and Chief Executive Officer, SMART CLIC France SAS, 53 chemin Val Fleuri, 06800 Cagnes-sur-mer.
The user may also, for legitimate reasons, oppose the processing of data concerning him/her. The user will find information on his rights and duties and on the protection of individual data on the website of the “Commission Nationale Informatique et Libertés”.
The users of the website www.smart-clic.fr are invited to send their remarks to SMART CLIC about any problems with the site involving personal liberties at one or other of the addresses given above.
Website and Domain name respectively hosted and registered at 1and1.fr.