GENERAL TERMS AND CONDITIONS OF SALE
Article 1: Introduction
The present general terms of sale rule the present and future contractual and commercial relations between the Parties: AEROFLAKE (hereinafter referred to as « We », « AEROFLAKE », « the Seller ») and the Customer (hereinafter referred to as « the Customer », « You » or « Your Company »). The Seller and the Customer accept them without reservation.
The products featured on the website www.aeroflake.com are commercialized by AEROFLAKE, SARL CAPITAL 1.000€ – registered at the RCS of Chambéry under the No. 902 239 474 – INTRACOMMUNITY VAT CODE n° FR 73902239474. Its e-mail address is firstname.lastname@example.org; the telephone number is 06.98.20.74.70. The quotations and orders placed between the parties are ruled by the French law and by the present contractual conditions indicated in the order form at the time of its passing.
Article 2: Field of application
Unless otherwise stipulated, the following terms are understood as :
« The Customer »: Any individual or legal person at the time of ordering products offered by the company AEROFLAKE.
« Our Services » are understood to be the supply of products sold by the company AEROFLAKE.
These are the subject of a strict definition within the estimate.
« The order form »: Commercial document established between the Seller and the Customer allowing the formalization of the terms of the contract prior to its execution. It allows the communication of pre-contractual information as defined by law, namely the essential characteristics of the products as well as their description and price.
« The estimate »: Pre-contractual document summarizing the products and their terms of sale.
Article 3 : Formal acceptance of the general terms of sale
With regard to articles L.441-1 et seq. of the French Commercial Code:
« Dès lors que les conditions générales de vente sont établies, elles constituent le socle unique de la négociation commerciale ».
« Once the general terms and conditions of sale are established, they constitute the sole basis for commercial negotiation.”
The present general terms of sale apply as they are, to the exclusion of all others.
However, the parties may jointly agree to special terms and conditions not subject to the communication obligation, subject to the formal acceptance of the contracting parts.
Any terms and conditions specified by You that are inconsistent with our terms and conditions of sale shall be rejected unless We have expressly acknowledged their applicability in writing.
In a concern of constant improvement of the customer service, We reserve ourselves the right to modify unilaterally the present general terms of sale at any time. The said modifications will be opposable to you as of their communication.
Even before placing an order, You agree to read these general terms of sale.
To be validly accepted, the order must imperatively contain these cumulative rights documents:
- The quotation issued by the Seller and duly signed by the Customer
- The Customer’s order form showing the reference of the quotation
- The acknowledgement of receipt of the purchase order by the Seller
Article 4 : Placement of the order
In any case, the Customer undertakes to have the required capacity to contract in his name or on behalf of any third company with the company AEROFLAKE.
We undertake to accept your order under the terms of these general conditions of sale.
The Customer sends a request for a quote for the product(s) listed.
The Seller will then send a reply to the quote as soon as possible, indicating the availability of the product(s), the quantity and the prices charged.
By return of the order form, after formal acceptance of the estimate and of the present terms and conditions attached to it, the Seller acknowledges receipt of the said form and proceeds with the placing of the order.
Your signature must be affixed to the estimate, preceded by the date of the day and the mention « Good for Agreement ». The delivery time is understood to be from the date of receipt of the elements mentioned in this paragraph above.
By confirming your order, You accept the entirety of these general terms and conditions of sale, and acknowledge having a perfect knowledge of them, thus renouncing to take advantage of any contradictory document, and in particular of your own general terms and conditions of purchase, the act of purchase entailing acceptance of these general terms and conditions of sale.
Article 5 : Products
The products sold by the company AEROFLAKE are understood as:
- All or part of aeronautical parts
- All or part of aeronautical equipment
- Tools, accessories and aeronautical consumables
Article 6 : Contract formation
According to the provisions of the French Civil Code under Article 1113:
» Le contrat est formé par la rencontre d’une offre et d’une acceptation par lesquelles les parties manifestent leur volonté de s’engager. »
» The contract is formed by the meeting of an offer and an acceptance by which the parties manifest their will to commit themselves. »
In order for the Customer’s order placed with the Vendor to be validated effectively, it must be confirmed by means of an acknowledgement of receipt or any other written document.
The order, to be valid, includes:
- The contract duly signed by the co-contractors
- The acknowledgement of receipt issued by the Seller on the order form.
If the products are not available, the Seller reserves the right to propose an alternative to the Customer (refund, replacement by equivalence…) or not to acknowledge receipt of the said order form.
Article 7 : Execution of the order
7.1 Customer’s obligations:
The main obligation of the Customer is the payment of the price stipulated in the contract. The Customer is also required to collect the purchased product(s). Also, the Customer undertakes not to hinder the mission of the Seller, and inversally. The Seller’s duties are stipulated in the quotation itself.
7.2 Seller’s obligations:
The main mission of the Seller is the delivery of the sold thing in accordance with the legal and conventional provisions.
The Seller also has an obligation to guarantee the item, which includes a safety obligation.
The Seller also has a pre-contractual obligation to provide information.
Article 8 : Determining the price
The price is payable at the time of placing the order, or, subject to contractual agreement between the parties, within 30 days of the date of the order invoice.
The price applicable to the products is that contractually agreed upon by the parties and applicable at the time of delivery.
In the absence of express agreement to the contrary, it does not include transportation or the costs inherent in parts classified as « hazardous materials ».
If the Customer wishes delivery to be taken into account in the price determination method, it is up to the Customer to inform the Seller before issuing any quotation so that the Seller can make an offer including the price inherent in delivery.
The price also includes the Value Added Tax (VAT) at the French rate in force at the time of delivery of the item.
The company AEROFLAKE reserves the right to modify the offers and prices at any time, prior to the issuance of the order form.
Article 9 : Terms of payment of the price
Unless otherwise agreed, products are payable in cash. If a down payment is mentioned in the quotation and the order form, the Seller reserves the right to claim the amount corresponding to the said down payment, otherwise he has a right of retention on the goods.
Payment shall be made to the exact address appearing on the official documents transmitted by the Seller, i.e. the quotation and the invoice.
The Customer shall not be entitled to postpone or stagger payment without prior notice to the Seller, who shall have accepted this method of payment. The following payment methods can be used:
– By credit cards: Visa, MasterCard, American Express, other credit cards;
– By bank transfer.
The computerized registers, kept in the computer systems of the seller, in reasonable conditions of security, will be considered as proof of communications, orders and payments between the parties.
The archiving of the purchase orders and invoices is carried out on a reliable and durable support which can be produced as proof.
Article 10: Late payment and penalties
In the event of late payment of the price, the Seller shall be entitled to claim late payment interest at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, in accordance with Article L.446-1 of the French Commercial Code. The late payment penalties shall be due as of the day following the payment deadline.
Article L.446-1 of the French Commercial Code:
« Les conditions de règlement doivent obligatoirement préciser les conditions d’application et le taux d’intérêt des pénalités de retard exigibles le jour suivant la date de règlement figurant sur la facture dans le cas où les sommes dues sont réglées après cette date. Sauf disposition contraire qui ne peut toutefois fixer un taux inférieur à trois fois le taux d’intérêt légal, ce taux est égal au taux d’intérêt appliqué par la Banque centrale européenne à son opération de refinancement la plus récente majoré de 10 points de pourcentage. Les pénalités de retard sont exigibles sans qu’un rappel soit nécessaire.
La communication prévue au premier alinéa s’effectue par tout moyen conforme aux usages de la profession. »
« The terms of payment must obligatorily specify the conditions of application and the interest rate of late penalties payable on the day following the date of payment appearing on the invoice if the sums due are paid after this date. Unless otherwise provided, which may not however set a rate lower than three times the legal interest rate, this rate is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. The late payment penalties are payable without the need for a reminder.
The communication provided for in the first paragraph shall be made by any means consistent with the practices of the profession.”
Also, the Seller has the right to suspend the delivery of the Customer’s current order temporarily or permanently.
Article 11: Clause of property reserve
It is agreed that the Seller remains the owner of the products sold as long as the Customer has not fully paid the contractually agreed price. As a result, in the event of non-payment, the Seller may demand the return of said products at any time.
Article 12 : Delivery terms and transfer of risk
The shipping dates are given to the Customer as an indication only. Delay in delivery by the Seller, given the nature of the Products sold, shall not render the sale null and void.
The Seller shall not be liable for any payment of damages or for any cancellation of the order by the Customer.
The Seller shall not be held responsible for the non-delivery of products in case of an inaccurate or non-existent address, nor for delays caused by the carrier. The Customer should therefore check the accuracy of his address before validation and contact the Seller without delay in case of error or omission of information. Otherwise, no claim will be possible.
Similarly, the Customer should contact the Seller in case of problems related to the delivery of his order and not to accept products that have been subject to any deterioration.
The exchange of any product declared, after the fact, damaged during transport, without any reserve having been issued upon receipt of the package, will not be taken in charge. The responsibility of the Seller cannot be engaged in this case.
Unless otherwise agreed, delivery is deemed to have been made to the carrier (Fedex, DHL Express, etc.) chosen and appointed by the Customer as soon as the goods are made available to the latter.
Pursuant to Article L.133-3 of the French Commercial Code, the Seller shall not be liable for damage, loss or theft occurring during transport when the terms of delivery have been agreed upon under special agreements and the Customer has duly informed the Seller thereof.
If the Customer is not able to collect the products under the terms of the agreed conditions, the Customer shall nevertheless be required to pay the price to the Seller.
The transfer of ownership of the products, to the benefit of the Customer, can only be realized after full payment of the price by the latter, regardless of the scheduled delivery date.
The transfer of the risks of loss and deterioration of the products takes place as soon as the said products are made available to the carrier chosen by the Customer, regardless of the date on which the order was placed and the price paid.
If the Customer is unable to collect delivery of the Products in accordance with the contractually agreed terms, the Customer shall nevertheless remain liable for payment of the price, under the same conditions as if the delivery had taken place.
If the Customer fails to take delivery of the Products or fails to pay the price, the Seller shall retain and temporarily store the Products at the Customer’s risk and expense. The costs inherent in this service shall be charged to the invoice from the time of delivery.
Article 13 : Force majeure
According to article 1218 of the French Civil Code:
« Il y a force majeure en matière contractuelle lorsqu’un événement échappant au contrôle du débiteur, qui ne pouvait être raisonnablement prévu lors de la conclusion du contrat et dont les effets ne peuvent être évités par des mesures appropriées, empêche l’exécution de son obligation par le débiteur. »
« There is force majeure in contractual matters when an event beyond the control of the debtor, which could not be reasonably foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the performance of his obligation by the debtor. »
Force majeure or fortuitous event is considered to be any fact or circumstance that is irresistible, external to the parties, unforeseeable, unavoidable, independent of the will of the parties and which cannot be prevented by the parties, despite all reasonably possible efforts.
In the event of a temporary impediment, the performance of the obligation shall be temporarily suspended, unless the delay justifies the termination of the contract.
In the event of a definitive impediment, the contractual obligation shall be cancelled by operation of law and the parties shall be released from their mutual obligations.
Article 14 : Non-waiver
The fact that one of the parties does not avail itself of a breach by the other party of any of the obligations referred to in these terms and conditions shall not be interpreted for the future as a waiver of the obligation in question.
Article 15 : Warranty against hidden defects
Under the terms of Article 1641 of the Civil Code:
« Le vendeur est tenu de la garantie à raison des défauts cachés de la chose vendue qui la rendent impropre à l’usage auquel on la destine, ou qui diminuent tellement cet usage que l’acheteur ne l’aurait pas acquise, ou n’en aurait donné qu’un moindre prix, s’il les avait connus. »
« The seller is bound by the warranty for hidden defects of the thing sold which make it unfit for the purpose for which it was intended, or which so diminish this use that the buyer would not have acquired it, or would only have given a lower price, if he had known them.
The Customer must act within a period of 2 years from the discovery of the defect, failing which the period will be foreclosed. The warranty action against hidden defects must be filed with the Seller by registered letter with acknowledgment of receipt (proof of delivery or invoice must be attached to the letter).
Alternatively, some products are covered by an extended warranty. If this is the case, the said warranty and its conditions will be notified in the quote.
Article 16 : Intellectual Property
The contents of the company AEROFLAKE, such as, for example, the works, images, photographs, documents, logos in any format whatsoever, published on the website are protected by copyright and any other industrial property title of the company AEROFLAKE. As such, the present contract does not imply any transfer of rights or property titles on these elements.
The reproduction, in whole or in part and in any form whatsoever, of the website and its contents is prohibited without the express written permission of AEROFLAKE.
Article 17 : Processing of personal data
The company AEROFLAKE, as data controller, undertakes that the processing of personal data operated on the website is in compliance with the General Data Protection Regulation known as
RGPD (EU Regulation No. 2016/679 of 27 April 2016) and the Data Protection Act (Law No. 78-17 of 6 January 1978 as amended).
As the controller of your personal data, we collect and take responsibility for the processing and protection of your personal data. We reserve the right to make changes to the management of personal data, depending on the evolution of the legal framework (recommendations of the CNIL, RGDP, jurisprudential decisions).
The processing applies to data collected directly or indirectly.
Some of these personal data are mandatory, for the supply of products and the conclusion of the contract.
17.1: Mandatory data
The mandatory data are as follows:
– Name and surname
– Postal address
– Billing address
– Delivery address
– Date of birth
– Phone number
– E-mail address
17.2: Legal basis for data processing
The processing of personal data must be based on one of the legal grounds provided for in the GDPR. The legal bases correspond to the legal obligation, the contract, the consent of the interested parties or the legitimate interest.
In general, the processing of personal data is justified on the basis of the legitimate interests of AEROFLAKE. The interests pursued by the data controller are such that they do not create an imbalance with regard to the rights and interests of the persons who depend on the processing.
The determination of the legal basis applicable to the present processing has been the subject of particular attention on the part of the data controller.
17.3: Storage and transfer of data
The whole of the data are the subject of a storage on the French territory but can be the subject of transfers near service providers or subcontractors located inside or outside the European Union.
In this sense, AEROFLAKE undertakes to ensure that the processing of data is subject to the same level of protection as that of the competent French and European authorities.
17.4: Right of the Customers and Users :
At any time, you have the right of the ability to control the use made by AEROFLAKE as to the processing and collection of your personal data, and this, in accordance with the General Data Protection Regulation.
In this respect, and provided that you meet the requirements, you may exercise your right to:
– Opposition (opposition to processing for legitimate reasons)
– Access to data and rectification
– To dereference
– To erase your data
– Limitation of processing
You can exercise these rights directly by e-mail, accompanied by your customer number, name and surname, to the address email@example.com; or by post, accompanied by the information necessary to prove your identity.
The customer service will respond as soon as possible to the exercise of your rights, upon receipt of your request.
Article 18 : Applicable law and competent jurisdiction
The present general terms and conditions of sale are written in French and subject to French law. In the event that the general terms and conditions of sale are translated into a foreign language, only the French language and the French text shall apply in the event of a dispute.
All disputes relating to the commercial relationship between the Customer and the Vendor are subject to the exclusive jurisdiction of the Tribunal de Grande Instance de Paris.