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Snetor Distribution S.A.S Terms of sale

Article 1 – Object and scope

1.1 Any order for products shall imply the customer’s unqualified acceptance of and unrestricted consent to these terms of sale, which shall prevail over any other document of the customer, including in particular any terms of purchase, unless otherwise specially and previously agreed by Snetor Distribution.

1.2 These terms of sale shall apply to all sales of products by Snetor Distribution, subject to specific agreement or special terms agreed prior to the order in writing between Snetor Distribution and the customer.

1.3 Any document other than these terms of sale, including without limitation catalogs, prospectuses, advertising, and information sheets, shall be for information only and not binding.

Article 2 – Intellectual property

All technical documents provided to customers shall remain the sole property of Snetor Distribution and/or its suppliers, which hold sole title to the intellectual-property rights relating to such documents, and shall be returned to it on demand.

Snetor Distribution’s customers agree to make no use of such documents that could infringe Snetor Distribution’s and/or its suppliers’ industrial- or intellectual-property rights, and agree not to disclose them to any third parties.

Article 3 – Orders

3.1 Placing of orders

An order shall mean any order accepted by Snetor Distribution as evidenced by the written order confirmation issued by Snetor Distribution. If the terms of payment provide for a payment on account, the order shall be deemed to have been accepted only at the time of receipt thereof.

If, pursuant to the terms of the written order confirmation, a portion of the price is to be paid prior to delivery, Snetor Distribution reserves the right to cancel the order absent payment of such amount within seven days after confirmation of the order or any other period expressly specified in the order confirmation.

Even in the absence of an order in writing from the customer, and subject to objection in writing by the customer, any order shall be deemed to have been accepted forty-eight (48) hours after receipt by the customer of the written order confirmation issued by Snetor Distribution.

If performance of an order requires provision by the customer of an import license or equivalent document, Snetor Distribution reserves the right to cancel the order absent provision of the document or documents required seven days after the customer’s receipt of the written order confirmation.

3.2 Amendment

3.2.1 Orders forwarded to Snetor Distribution shall be irrevocable, subject to acceptance in writing by Snetor Distribution.

3.2.2 Any request for change in the contents or volume of an order by a customer shall require confirmation in writing from Snetor Distribution; in default thereof, the order shall be performed according to the initial terms.

In the event of a change in the order by the customer, Snetor Distribution shall be released from the agreed schedule for performance.

Article 4 – Delivery

4.1 Schedule

4.1.1 The delivery schedule specified by Snetor Distribution in the written order confirmation is provided for information only. Snetor Distribution shall endeavor to comply with it. It shall be contingent, however, on availability of the goods from the producer, logistical reference lead times in the profession, and the time connected with the intervention of each party in the supply chain. Snetor Distribution agrees to perform the orders subject to force majeure or circumstances outside its control, such as strikes, frost, fire, flood, epidemic, and difficulties in procuring supplies, without limitation.

4.1.2 Delay in relation to the delivery schedule provided for information shall not be cause for termination of the order placed by the customer and accepted by Snetor Distribution, or for any indemnification by the latter.

4.2 Risks

Risks relating to the goods sold by Snetor Distribution shall be transferred in accordance with the INCOTERM specified in the written order confirmation issued by Snetor Distribution and if none, at the time of delivery of the goods to the carrier.

Regardless of the terms of transfer of risks, Snetor Distribution’s selection of the carrier shall in no event make it liable for any destruction, damage, theft or loss occurring during carriage.

4.3 Carriage

The customer shall be responsible, in the event of damage to the goods delivered or shortages, for issuing all necessary reservations to the carrier and informing Snetor Distribution, by tracked express courier (e.g., DHL), of such reservations in accordance with applicable rules and no later than five full days after receipt of the goods.

If Snetor Distribution is responsible for carriage in accordance with the INCOTERM applicable to a sale of goods, the customer shall further confirm the reservations issued in accordance with Articles 8.1 and 8.2 below. Absent the two notices provided for under this Article 4.3, the goods shall be deemed to have been accepted by the customer unqualifiedly.

4.4 Receipt

4.4.1 Without prejudice to the terms of Article 4.3, in the event of apparent defects or shortage, any claim of any nature whatsoever with respect to the goods delivered shall be made in accordance with Article 8 below.

4.4.6 Any claim by the customer on the terms and conditions described under Article 8 shall not hold in abeyance the customer’s payment for the goods concerned.

4.5 Customer’s solvency

All orders accepted by Snetor Distribution are so accepted on the basis that the customer is sufficiently credit-worthy and shall actually pay the amounts payable when due, in accordance with the law. Accordingly, if Snetor Distribution has substantial or particular grounds to fear payment difficulties on the customer’s part at the time of the order, or subsequently, or if the customer’s credit-worthiness is at any time less than at the time of the written order confirmation, Snetor Distribution may make acceptance of the order or its continued performance contingent upon payment in cash or provision by the customer of security to Snetor Distribution.

Snetor Distribution may also, prior to acceptance of any order, or during performance, require the customer to provide it with its accounting documents, actual or projected, including in particular profit and loss statements, enabling Snetor Distribution to evaluate its solvency.

In the event of the customer’s refusal of payment in cash without offering satisfactory security, Snetor Distribution may refuse to fulfil the order or orders placed and to deliver the goods concerned, and the customer may not assert that the refusal to sell is groundless or claim any indemnity.

4.6 Refused orders

In the event that a customer should place an order with Snetor Distribution without having made payment for one or more earlier orders, Snetor Distribution may refuse to fulfil the order and deliver the goods concerned, and the customer may not claim any indemnity on any grounds whatsoever as a result.

4.7 Statutes and regulations

The customer shall be responsible for compliance with the statutes and regulations in force with respect to importation and use of the products in their country of destination.

Article 5 – Price

5.1 Prices shall be determined by agreement between Snetor Distribution and the customer on the date of the written order confirmation. All prices shall be ex tax, according to the INCOTERM mentioned in the written order confirmation.

Unless otherwise expressly provided, prices may be modified on an exceptional basis in the event of significant changes in the terms of contracts made by Snetor Distribution with its own suppliers or carriers between the time of the order and its written confirmation or the initiation of performance thereof by Snetor Distribution.

5.2 The penalty clauses provided for in the documents of Snetor Distribution’s customers shall not be enforceable against it.

5.3 The schedule for performance specified in an order shall be accepted by Snetor Distribution and may bind it only subject to the following conditions: compliance by the customer with the terms of payment and payments on account, supply in time of technical specifications, no delay in preparatory work or studies, absence of force majeure, or labor, political, economic or technical events impeding operation of the plants of Snetor Distribution’s suppliers or their procurement of components, power or raw materials, or carriage of the goods.

Article 6 – Terms of payment

6.1 Payment

Unless otherwise expressly provided, the price shall be payable by means of an irrevocable letter of credit confirmed by a leading bank and payable on sight. All costs connected with the issuance, confirmation, any amendments and other events connected with the letter of credit shall be assumed by the customer.

No discount shall be granted for early payment. Only actual collection of the price shall be deemed to be full payment for the purposes of these terms of sale.

6.2 Payment default

6.2.1 In the event of failure to comply with any due date and subject to Article 7.4, all amounts due to Snetor Distribution by the customer in respect of the same or other orders shall immediately come due at Snetor Distribution’s discretion, without prior notice.

6.2.2 Any amount remaining unpaid when due shall give rise to payment by the customer of delinquency interest of one per cent per month. In accordance with Article L.441-6 of the French Commercial Code, such interest shall be due as of right, upon receipt of the notice informing the customer that it has been charged to the latter.

6.2.2 In addition, Snetor Distribution reserves the right to refer the matter to the appropriate court in order to obtain an injunction against such non-performance, on penalty of a daily fine per day of delay.

Article 7 – Reservation of title

7.1 Notwithstanding the INCOTERM selected for each transaction, transfer of title to the products sold by Snetor Distribution shall be held in abeyance until the customer’s payment in full of the principal amount and accessories of the related price, even if deferred payment is accepted. Any inconsistent term, including without limitation those included in terms of purchase, shall be deemed to be null and void, in accordance with Article L.621-122 of the French Commercial Code.

7.2 The parties expressly agree that Snetor Distribution may enforce its rights under this reservation of title for any of its receivables with respect to all its products in the customer’s possession, which shall be contractually presumed to be those unpaid, and Snetor Distribution may recover them or claim title thereto as reparation for all its unpaid invoices, without prejudice to its right to rescind current orders.

7.3 The customer may in no event resell, pledge or grant any security interest against its unpaid inventories. In the event of failure to make payment, the customer shall abstain from reselling its inventories to the extent of the quantity of unpaid products.

7.4 In the event of failure to make payment and unless Snetor Distribution elects to claim full performance of the sale, Snetor Distribution reserves the right to terminate the sale without prior notice and to claim title to the goods, all costs or losses connected with termination (including without limitation demurrage, return costs, and falls in prices) being borne by the customer and the payments made being retained by Snetor Distribution as a penalty. Likewise, Snetor Distribution may unilaterally, without prior notice, draw up or cause to be drawn up an inventory statement of its products in the customer’s possession, and the customer hereby agrees to allow unrestricted access to its warehouses, stores or others for such purpose, ensuring that Snetor Distribution’s products can be identified at all times. The customer further hereby agrees to allow Snetor Distribution’s recovery, if applicable, of the goods after a joint stock-taking if Snetor Distribution wishes to enforce its title to the products.

7.5 In the event of initiation of proceedings for administration or winding-up, Snetor Distribution reserves the right to cancel current orders, and/or to amend the terms of payment for such orders in agreement with the customer. Snetor Distribution further reserves the right to claim title to the goods in stock.

7.6 From the time of delivery, the customer shall be the custodian and bailee of such goods.

Article 8 – Liability – Warranty against defects

8.1 Limitation of liability and disclaimer

8.1.1 Snetor Distribution’s liability for each order may not in any event exceed the price for the goods and freight, and the customer waives any remedy in excess of such amount. In particular, the customer waives any reparation for direct and indirect damage, including without limitation operating losses. In any event, Snetor Distribution shall not be liable for the level and management of its customers’ inventories of goods.

8.1.2 Defects of and damage to the products delivered as a result of abnormal conditions of storage and/or preservation on the customer’s premises, in particular in the event of an accident of any kind whatsoever, shall not be cause for application of Snetor Distribution’s warranty.

8.1.3 The customer shall cause an independent expert to inspect the reality of the defects observed, within eight full days after delivery of the goods, and Snetor Distribution reserves the right to perform, directly or indirectly, any observations and inspections on site.

8.2 Apparent defects

8.2.1 The products shall be inspected by the customer at the time of delivery, and any claim, reservation or dispute with respect to shortages or apparent defects shall be issued in the manner provided for under Articles 8.1.3 and 8.2.3. In the event of shortages, Snetor Distribution shall be bound only to provide the customer, free of charge, with the missing quantity, unless it elects to reimburse the customer proportionally. In the event of apparent defects, Snetor Distribution shall be liable only for replacement free of charge of the defective goods, and the customer may not claim any damages on any grounds whatsoever. Snetor Distribution may elect, however, to refund to the customer the price for the defective products, and in such case Snetor Distribution may elect to recover or cause to be recovered the goods at issue. The quantities indicated on our Proforma invoices or on our sales confirmations should be considered as approximate and we reserve the right, given the difficulty of adjusting the weights, particularly regarding bulk deliveries to deliver a quantity that may differ up to 10% more or less than the weight specified on our Proforma invoices or on our sales confirmation. The quantities invoiced will be those listed on our rating weight and / or those indicated on the shipping or transport documents.

8.2.2 Unqualified acceptance of the products ordered by the customer shall operate as a full waiver of any apparent defect or shortage.

8.2.3 Notification of the defects existing at the time of delivery and observed after delivery of the products shall be given by the customer in writing in the manner provided for under Article 8.1.3 above. No notice shall be taken into account if issued more than 5 full days after delivery of the products.

The parties expressly agree that after expiry of such period, the customer may no longer claim for any shortage or apparent defect affecting the products, or assert them by way of counterclaim in order to refuse payment of the price for the goods. If these terms are not observed, Snetor Distribution shall bear no liability to the customer on the grounds of an apparent defect.

8.3 Latent defects

8.3.1 In respect of the warranty against latent defects, Snetor Distribution shall be bound only to replace the defective goods free of charge, and the customer may not claim any damages on any grounds whatsoever. Snetor Distribution may, however, elect to refund to the customer the price for the defective goods, and in such case Snetor Distribution may elect to recover or cause to be recovered the goods at issue.

8.3.2 Snetor Distribution’s warranty shall apply only to products actually invoiced by Snetor Distribution to the customer. It shall be excluded whenever the products delivered have been used in a manner of use or performance not provided for or if the products have been mixed, transformed or modified, or if the products have been resold unchanged by the customer to its own customers.

As Snetor Distribution’s customers are professionals, latent defects shall mean defects in manufacture of the product or compliance of the product with contract specifications making it unfit for its purpose, and which cannot be detected by the customer prior to use thereof.

Snetor Distribution makes no warranty, express or implied, with respect to the products, and shall bear no liability connected with the product’s suitability for its eventual use.

8.3.3 Notice of latent defects relating to products delivered and observed after receipt of the goods shall be given by the customer in writing in the manner provided for under Article 8.1.3 above. No notice shall be taken into account if issued more than 5 full days after delivery of the products.

The parties expressly agree that after expiry of such period, the customer may not claim for the products’ non-compliance, or assert it by way of counterclaim in order to refuse payment of the price for the goods. If these terms are not observed, Snetor Distribution shall bear no liability to the customer on the grounds of a latent defect.

Article 9 – Force majeure

Events which are outside the parties’ control, that they could not reasonably be expected to foresee, and that they could not reasonably avoid or overcome, insofar as the occurrence thereof makes performance of the obligations entirely impossible, shall be deemed to be force majeure or accidents (cas fortuits).

In particular, the following shall be treated as events of force majeure or accidents releasing Snetor Distribution from its duty to deliver as initially scheduled: strike of all or part of Snetor Distribution’s or its usual carriers’ staff, fire, flood, war, riots, coups, production stoppages due to accidents, the impossibility of procuring supplies of raw materials, epidemics, road-carriage restrictions, strike or disruption in power supply, or interruption of supplies for any cause for which Snetor Distribution is not responsible, and any other cause for interruption of supplies for which its suppliers are responsible.

In such case, Snetor Distribution shall advise the customer in writing, in particular by fax or by tracked express courier (e.g., DHL), within 72 (seventy-two) hours after occurrence of such events, and the contract binding Snetor Distribution and the customer shall then be suspended as of right without indemnification, from the date of the event’s occurrence. If the event were to last more than thirty (30) days after its occurrence, the contract of sale made between Snetor Distribution and the customer may be terminated by Snetor Distribution, and the customer may not claim the award of any damages.

Article 10 – Jurisdiction

10.1 Snetor Distribution elects domicile at its principal office.

10.2 Any difference with respect to the application, interpretation or performance of these terms of sale or the contracts of sale made by Snetor Distribution, or payment of the price, shall be referred to the Commercial Court at the location of Snetor Distribution’s principal office, regardless of the location of the order, delivery, payment and form of payment, even in the event of impleader or plurality of defendants. Bills of exchange shall not be exempt from this jurisdiction clause.

10.3 The jurisdiction clause shall be general and shall apply whether the issue relates to a principal or incidental claim, whether on the merits or interlocutory.

10.4 Furthermore, in the event of any legal or other action for collection of receivables by Snetor Distribution, the costs of service, court fees, and attorney’s and bailiff’s fees and all accessory expenses shall be borne by the customer, together with all costs connected with or arising out of the customer’s failure to comply with the terms of payment or delivery for the order considered.

Article 11 – Waiver

Failure to exercise, or to exercise in full, a right provided for under these terms of sale for Snetor Distribution’s benefit shall not be deemed a waiver of subsequent exercise of such right in full or for the unexercised portion.

Article 12 – Notices

All notices between Snetor Distribution and a customer shall be given by fax or by tracked express courier (e.g., DHL).

Article 13 – Confidentiality

The customer agrees not to disclose the terms of each sale of goods by Snetor Distribution to any third party. This confidentiality clause shall apply to all transactions with Snetor Distribution.

Article 14 – Governing law

Any issue relating to these terms of sale or to the sales hereunder that is not determined by these contractual terms shall be governed by French law exclusive of any other law, and on a supplementary basis, by the Vienna Convention on international sale of goods.

Article 15 – Language

These terms of sale have been drafted in the French language, the English-language version being attached, if applicable, is for information only. In the event of inconsistency between such two versions, only the French-language version shall be applicable.

Article 16 – Processing of personal data

By accepting these conditions, the customer authorizes the processing of collected data, whose purpose is the management of orders, the monitoring of the customer relationship and the realization of commercial prospecting operations. This data will not be transferred to a non-EU Member State and only the Snetor Group will retain possession of it. In the absence of acceptance, the customer’s order cannot be processed. In accordance with the current regulations on the protection of personal data, the customer can exercise his rights of opposition, access, rectification, limitation, deletion and portability by sending his requests to the following address: Snetor Distribution – 11 avenue Dubonnet – 92407 Courbevoie Cedex – France. He may also exercise his rights with the CNIL.