SWITCHDOME – June 2019

ARTICLE 1. – Application of the General Terms and Conditions of Sale – Enforceability

These General Terms and Conditions of Sale (GTCS) are available to all purchasers to enable them to place orders with SWITCHDOME.
Consequently, placing an order implies the purchaser’s full and unreserved acceptance of these GTCS and the waiver by the purchaser of his or her own general terms and conditions of purchase. All information and descriptions contained in catalogs, prospectuses, etc. issued by the seller are for guidance only. No special condition may, unless formally accepted in writing by the seller, prevail over the G.S.C.

ARTICLE 2 – Order fulfilment conditions

Orders are final once they have been confirmed by the seller. The seller is only bound by orders taken by its representatives or employees subject to written confirmation by fax or e-mail.
All orders must include the product reference, quantity and price of the product ordered, as well as the desired delivery date. In the event of a shortage, the supplier will respond to orders in the order in which they are received, subject to availability. The benefit of the order is personal to the buyer and cannot be transferred without the seller’s agreement.
Account opening: cash payment is required on opening an account and for the first order. Payment must be made in accordance with our payment terms before the products are dispatched.

ARTICLE 3 – Order modification

No order may be modified by the purchaser without the prior agreement of the seller, who reserves the right to accept or reject any such modification, which concerns only standard products in stock at SWITCHDOME. Any specific product ordered by a customer may not give rise to an exchange or modification of the order.

ARTICLE 4 – Delivery terms

4.1. Delivery item

The seller reserves the right to make any changes it deems necessary to its products at any time, with no obligation to modify products previously delivered or in the process of being ordered. He is not obliged to inform the customer if the technical characteristics are unchanged in relation to the product delivered previously or in the course of delivery.

4.2. Terms and conditions

All shipments are accompanied by a delivery note bearing the product reference, quantity and batch number. This batch number must be specified and identified for any subsequent claim by the customer.

4.3. Deadlines

Deliveries are made subject to availability and in the order in which orders are received. The seller is authorized to make deliveries in whole or in part.
Delivery times are indicated as accurately as possible, but are subject to the seller’s supply and transport possibilities.
Exceeding delivery times may not give rise to damages, deductions or cancellation of orders in progress. However, if 1 month after the indicative delivery date the product has not been delivered, for any reason other than force majeure, the sale may be cancelled at the request of either party; the purchaser may obtain restitution of his deposit to the exclusion of any other indemnity or damages.

4.4. Risks

Products are delivered to the place agreed with the purchaser. In all cases, they travel at the risk and peril of the consignee, who in the event of damage or shortages is responsible for making all necessary observations and confirming his reservations by extrajudicial act or by registered letter with acknowledgement of receipt to the carrier within 3 days of receipt of the goods.

ARTICLE 5 – Acceptance

Without prejudice to the measures to be taken with regard to the carrier, complaints concerning apparent defects or the non-conformity of the product delivered with the product ordered or with the dispatch note, must be made in writing within 8 days of the arrival of the products, specifying the reference, the batch number of the product and the delivery note number.
It is the purchaser’s responsibility to provide any justification as to the reality of the defects or anomalies noted. The purchaser must allow the seller every opportunity to ascertain the defects and remedy them. He shall refrain from intervening himself or having a third party intervene for this purpose. For products sold in packaged form, the weights and measures at the time of delivery shall be taken as proof of the quantities delivered.

ARTICLE 6 – Returns

6.1. Terms and conditions

All product returns must be the subject of a formal agreement between the seller and the purchaser. Any product returned without this agreement will be held at the disposal of the purchaser and will not give rise to the establishment of a credit note. Return costs and risks are always at the purchaser’s expense. Returned goods must be accompanied by a return slip and must be in the condition in which they were delivered by the supplier. No returns will be accepted after a period of 8 days following delivery.
In the event of apparent defect or non-conformity of the products delivered, duly noted by the seller under the conditions set out above, the purchaser may obtain free replacement or reimbursement of the products at the seller’s discretion, to the exclusion of any indemnity or damages.

ARTICLE 7 – Warranty

7.1. Scope

Products are warranted against defects in materials and workmanship for a period of 1 year from the date of delivery.
Warranty claims will not extend the warranty period. Under this warranty, the only obligation incumbent on the seller is to replace, free of charge, the item sold and recognized as defective by its services. In order to benefit from the warranty, any product must first be submitted to the seller’s after-sales service, whose agreement is essential for any replacement. Shipping costs, if any, are the responsibility of the purchaser.

7.2. Exclusions

The warranty does not apply to apparent defects.
Also excluded are defects and deterioration caused by natural wear and tear or by an external accident (incorrect assembly, faulty maintenance, abnormal use, etc.), or by any modification of the product not foreseen or specified by the seller. The buyer agrees not to mix identical products from different batches. In the event of mixing two or more batches of identical products, the warranty normally due by the seller is also excluded.

ARTICLE 8. – Price List

Products are supplied at the price in force at the time the order is placed. Prices are net, ex works, exclusive of tax, on the basis of the tariffs communicated to the purchaser.
All taxes, duties or other charges payable in application of French regulations or those of an importing or transit country are payable by the purchaser.
Unless otherwise agreed in writing by the supplier, carriage costs are always payable by the purchaser.

ARTICLE 9. – Invoicing

An invoice is issued for each delivery. It refers to the delivery note accompanying the goods.

ARTICLE 10. – Payment

10.1. Terms and conditions

Payments will be made in accordance with the terms agreed with the purchaser when the order is placed. Unless otherwise specified, payment terms are 30 days from date of invoice. Payment may be made by the following methods:
– swift bank transfer for French companies.
– swift bank transfer without deduction of charges or discount for foreign companies.

10.2. Delay or fault

In the event of late payment, the seller may suspend all orders in progress, without prejudice to any other course of action.
Any sum not paid by the due date shown on the invoice will give rise to the application of penalties of an amount equal to 2 times the legal interest rate.<These penalties will be payable on simple request. These penalties will be payable on simple request by the seller.
In the event of non-payment, forty-eight hours after a formal notice has remained without effect, the sale will be cancelled by operation of law if the seller sees fit, and the seller may request, in summary proceedings, the return of the products, without prejudice to any other damages. Cancellation will apply not only to the order in question, but also to all previous unpaid orders, whether delivered or in the process of being delivered, and whether or not payment is due.
In all the above cases, any sums due for other deliveries, or for any other reason, will become immediately payable if the seller does not opt to cancel the corresponding orders.
The purchaser shall reimburse all costs incurred by the contentious recovery of sums due, including legal fees.
Under no circumstances may payments be suspended or offset in any way without the prior written consent of the seller. Any partial payment will be applied first to the non-preferential part of the debt, then to the sums that are due the earliest.

10.3. Guarantee or settlement requirement

Any deterioration in the purchaser’s credit rating may justify the requirement of guarantees or cash payment prior to the execution of orders received.

ARTICLE 11. – Transfer of risk

The transfer of risks on the products, even in the case of sales agreed carriage paid, takes place as soon as they are dispatched from the seller’s warehouses.
This means in particular that the goods travel at the buyer’s risk, and it is the buyer’s responsibility in the event of damage, loss or shortages, to make any reservations or exercise any recourse with the carriers responsible.

ARTICLE 12. – Jurisdiction – Disputes

The contract between SWITCHDOME and the purchaser shall be governed exclusively by French law, irrespective of the nationality of the co-contracting company or the place of signature of the contract, of the order, or of the place of delivery.
The courts of MONTPELLIER (France) shall have exclusive jurisdiction in the event of any dispute of any nature or place of finding relating to the formation or execution of the order, unless the seller prefers to bring the matter before any other competent court.
This clause applies even in the event of summary proceedings, incidental claims, multiple defendants or warranty claims, and regardless of the method and terms of payment, without any jurisdictional clauses that may exist in purchasers’ documents preventing the application of this clause.