General conditions of sales of DC charging materials
These are the General Terms and Conditions for DC charging materials and product purchased from EVBox.
These general conditions of sale apply to all offers and sale of materials or spare parts, new or used. Any order implies the full acceptance by the buyer of these general conditions regardless of the buyer’s general conditions of purchase, which are expressly rejected, even if they are communicated after the present contract. If one of the clauses of the present general conditions of sale is null or void, it will not affect the validity of the other clauses. The fact that the seller does not apply at a given time any clause of these general conditions, cannot be interpreted as a waiver to later rely on the said the general conditions of sale. The seller agrees to provide the buyer with the most favourable conditions that could be granted to any other buyer for an identical order.
2. Preliminary offer
Any request for material by the buyer will lead to the development of a preliminary offer that will be submitted by the seller for acceptance and will only be valid for a period of 2 months from sending.
All orders, including those placed by phone or fax, must be confirmed in writing. The order must mention, in particular: the quantity, the brand, the type, the references, the agreed price, the terms of payment, the place and date of dispatch or Ex Works if it is other than the billing location. Any addition or change of the order is binding on the seller if he has accepted it in writing. Financing of the material by a financing organisation must imperatively be mentioned on the order form. If there is no positive response from the funding agency within a period of 30 days from placing the order, the seller reserves the right to cancel the sale. Payments made shall be returned to the buyer. If, during a previous order, the buyer has evaded one of its obligations (default or delay of payment, for example), the seller has the right to refuse a sale, unless the buyer provides satisfactory guarantees or upfront payment. No discount for early or upfront payment will then be given to him.
The prices invoiced are those set on the day of the order on the basis of the prevailing economic conditions. They are valid, unless expressly mentioned in the preliminary offer, for a maximum period of 2 months. They are exclusive of VAT., including packaging, excluding transport and will be increased by VAT and/or any other applicable taxes. Preparation costs are included for all deliveries in metropolitan France and will lead to the establishment of a quote in other cases. The parties agree that prices may vary depending on fluctuations in exchange rates and/or an increase in manufacturer prices or of all taxes. If, between order and delivery dates, the price of the material or ordered spare parts undergoes an increase no more than 5% for the reasons above, the buyer will bear an increase equivalent to this variation, without qualifying for cancellation of their order. If the increase is more than 5%, the seller shall bring to the attention of the buyer by registered letter with acknowledgment of receipt, the amount of the increase. The buyer will then have the right to terminate sales, in writing, within 8 days from the receipt of the letter informing them of the change in price.
5. Delivery – commissioning
Delivery is carried out in accordance with the stipulations from the order, subject to the respect of the terms of payment. Delivery of materials or spare parts occurs:
- either by dispatching them to the buyer from the factory/depot of the seller’s depot /importer/ manufacturer.
- or by making them available in the factory/depot of the seller/importer/ manufacturer/any other intermediary specified by the seller (“Ex Works” Incoterms 2010)
If the seller is not able to deliver the ordered material, the seller can either cancel the sale and refund any payments received, without other compensation, or deliver a material of the same features, on written agreement from the buyer. If it is a simple modification of reference, substitution will be made without the need to agree. If the material requires commissioning, it will be made by the seller. In case of where special handling operations are made necessary by the layout of the premises, the additional cost would be borne by the buyer. In case of installation in a specific site, it is up to the buyer to make this site consistent with the technical description provided by the seller.
6. Delivery Times
Delivery times are always communicated according to the possibilities of supply at the time of the offer and are only given as an indication. Any delay of delivery because of circumstances beyond the seller's control may lead to the cancellation of the order. The seller is not liable for any damage resulting from this delay.
However, if the delivery of material or spare parts has not taken place 6 months after the indicative date of delivery, for any reason other than force majeure, the sale may be terminated at the request of either of the parties after sending a registered letter with acknowledgment of receipt. The buyer can only then claim the refund of any advance payments, without further compensation.
The seller is not liable in the event of force majeure or events such as: lockout, strike, epidemic, war, requisition, fire, flood, tooling accident, delays in transport or any other cause creating a partial or complete unemployment for the seller or its suppliers.
The seller shall inform the buyer in due time of cases and events listed above.
Any delay in delivery due to an event of force majeure will lead to, at the choice of the seller, either the termination of the sale, or the extension of deadlines for dispatch or Ex Works, without any further compensation for either party.
In any event, delivery within the deadlines can only take place if the buyer has fulfilled all their obligations towards the seller.
When delivery is made by Ex Works, the seller undertakes to inform the buyer in writing of the date of Ex Works. The buyer agrees to accept the delivery of the goods within 10 days of receipt of the notice of Ex Works. After this period, storage fees will be charged to the buyer without prejudice to any action that the seller intends to take.
If the material requires commissioning or installation and the seller cannot achieve it, for any reason incumbent on the buyer, the buyer will be notified by registered letter that they have 10 days to allow said commissioning, failing which they will be charged according to the order as well as storage fees, without prejudice to any action that the seller intends to take.
The mode of transport chosen by the seller is contractually considered best suited for the delivery of the goods shipped. Any deviations on this subject must be the subject of a specific request by the buyer.
Unless otherwise agreed, transport operations are the responsibility and expense, risk and peril of the buyer, whose responsibility it is to check, on receipt of the delivery, the number, and condition of the delivered materials.
In case of loss or damage, the buyer comments on the delivery slip and inform the carrier within 48 hours of receipt, by registered letter with acknowledgment of receipt.
Inspection of material or spare parts shall take place within 48 hours following delivery.
Without prejudice to the provisions to be taken vis-à-vis the carrier, the buyer must inform the seller by registered letter with acknowledgment of receipt within the period fixed above of any apparent defects or lack of conformity of the material or spare parts delivered. The buyer must give the seller every opportunity to investigate the causes of these defects or anomalies and refrain from intervening themselves or engaging a third party to this respect. After the deadline above, any claim of any kind whatsoever will be considered inadmissible.
If the buyer expressly or tacitly waives this receipt, the delivery will be deemed to conform with the order. Lack of conformity of a part of the delivery does not exempt the buyer from their obligation to pay for the materials and spare parts for which there is no dispute. Any default or defect recognised following contradictory examination only requires the seller to replace, free of charge, the material or spare parts recognised as defective, excluding any operating loss or further damage.
Unless otherwise stated, materials are to be paid at the seller’s registered office - half on order and the balance on delivery or after commissioning. When beginning a contractual relationship, the seller reserves the right to make the first deliveries against refund or to demand an advance payment. Regardless of the payment method agreed between the parties, the payment will only be considered realised after actual receipt of the price. The buyer’s payments will first be used to settle all interest and costs and then the invoices which have been outstanding the longest, even if the buyer states that the payment relates to a later invoice. In the event of non-payment, even partial, on the due date, the seller reserves the right to terminate or suspend orders and ongoing deliveries.
10. Penal clause
According to article L441-6 of the French Commercial Code, late fees are applicable when the amounts due are paid after the date of payment on the invoice. These late fees are calculated on the basis of 6 times the legal rate. The seller shall be entitled to without prejudice to the seller’s other rights and remedies under the general conditions of sale or at law to recover all judicial costs and extrajudicial collection costs incurred by the seller in order to achieve fulfilment of the obligation. The extrajudicial collection costs amount to 10% of the outstanding invoice amount, with a minimum of € 2000. In case of termination of the sale for lack of payment, the amounts paid by the buyer will be granted to the seller.
11. Acceleration of payment
In case of failure to pay all or part of an order at the due date, the amounts due in respect of this order or other orders already delivered or being dispatched will be immediately due after notice of default.
12. Termination of sale
Any order is accepted in consideration of the legal, financial and economic situation of the buyer at the time of the order. If the buyer's financial situation were to deteriorate between the order date and the delivery date, the seller would be justified either to demand payment before delivery, or to terminate the sale. In case of non-performance of only one of these general conditions, the seller will send the debtor a formal notice by registered letter with acknowledgment of receipt. If the buyer fails to fulfil their obligation within one month from dispatch of this formal notice, the seller has the possibility to terminate the sale. The buyer may not request the termination of the sale or seek the liability of the seller in case of modification of the specifics or initial technical characteristics, between placing the order and delivery, resulting in the application of any applicable law, or recommendations of the manufacturer. The seller undertakes to inform the buyer of these changes without undue delay.
13. Warranty - scope
This warranty covers all defects hidden or apparent from the date of commissioning for commissioned materials or from the delivery date for items not requiring commissioning. Work resulting from under the warranty obligation is carried out in the seller's premises after the buyer has returned the defective material or parts for repair or replacement to the seller. However, if repair should take place on the site of installation taking into account the nature of the material, the buyer will bear all costs of labour corresponding to this repair, including preliminary work, disassembly or reassembly required by the conditions of use or implementation of this material and any material or part not covered by the warranty.
The cost of transport of defective parts or material, as well as that of their return after repair or replacement, are the responsibility of the buyer; as well as the travel expenses of the seller's agents in case of repair at the installation site.
The parts replaced free of charge will be returned to the seller and become their property.
Replacements or repairs made under the guarantee shall not have the effect of extending its term.
The buyer cannot claim any compensation in the event of immobilisation of material through the application of the warranty.
14. Warranty - limitations and exclusions
The cleaning and routine maintenance of the material and the supplies needed for these procedures is defined in the user manual as being the responsibility of the user, and is excluded from the warranty. The buyer will lose the benefit of legal and conventional warranties, particularly in case of:
- abnormal or improper use of the material;
- repairs or replacements performed by persons foreign to the seller or not approved by them or the manufacturer, or if these repairs or replacements have not respected the instructions;
- water damage or damage to material resulting in particular from collision, falling of materials, chemical aggression, fire, vandalism or malice;
- deterioration or accidents resulting from an error of operation or a default of supervision or maintenance;
- premature deterioration due to wear or abnormalities not reported in time to the seller;
- the buyer's refusal to allow the seller access to the material as part of maintenance, control or repair operations;
The seller may suspend legal and contractual warranties in case of delay or failure to pay all or part of the price of the material.
The seller's liability is limited to the repair or replacement of the defective material or comprising a manufacturing defect, labelling or packaging. The employees of the seller will be able to search for the alleged defects. All other warranties, express or implied, are excluded. No liability will be accepted for loss or damage, direct or indirect, whatever the cause. Under no circumstances may the buyer claim, for any reason whatsoever, to make any deduction on the amount of the invoices corresponding to an incomplete delivery or relating to defective materials.
15. Retention of title clause - transfer of risk
The materials and spare parts will remain the property of the seller until the full payment of the full price in principal and accessories, in accordance with the terms of the Law of 12 May 1980.
Non-payment, even partial, on the due date, may result in the claim of the goods. The right to claim is exercised even in the case of judicial settlement or liquidation of the buyer. In case of a claim, the sale will be terminated immediately.
Notwithstanding article 1583 of the Civil Code, the delivery of the material transfer the risks to the buyer, both for damage to the material and those caused to third parties.
The return of the material will be made at the expense and risk of the buyer.
In case of intervention by the creditors of the buyer, especially in case of seizure of the material or in case of filing for collective proceeding, the buyer must immediately inform the seller, by registered letter with acknowledgment of receipt, and also the seizing creditors or the bodies of the insolvency proceedings. The buyer will bear the costs resulting from the measures taken to stop this intervention and, in particular, those relating to a third party.
In case of implementation of the retention of title clause, advances made to the seller will be retained as damages.
If the buyer must deliver material to a carrier or a detentor, they must date and sign this document after having indicated in writing: "I acknowledge the property retention right upon delivery of the material".
16. Retention of title clause- resale or transformation
As long as the materials remain the property of the seller until full payment of their price, it is forbidden for the buyer to dispose them for resale/modification. However, as for the sole purpose of their business, the seller hereby allows the buyer to resell/modify the goods concerned provided that the buyer pays, upon resale, the entire remaining amount due.
17. Applicable law and attribution of jurisdiction
This contract is subject to French law. For all disputes relating to the execution or interpretation of these general conditions of sale, only the Commercial Court of Bordeaux or its president will be competent in matters of urgency, even in case of plurality of defendants.