- PURPOSE – These terms and conditions of sale apply to all goods sold by FREEJUMPSYSTEM, a public limited company with capital of 88,680 euros, whose registered address in France is as follows: Château Perron, 33210 ROAILLAN, incorporated in France with the BORDEAUX Register of Commerce number B 438 490 872 (hereinafter referred to as ‘the Company’), to contracting clients whose business includes the sale of equestrian products and who are registered either in France or elsewhere (hereinafter referred to as ‘the Client(s)’). Unless otherwise specifically agreed in writing by both parties, these terms and conditions of sale automatically apply to any sales contract entered into by the Company and the Client in relation to all of the equestrian Products marketed by the Company, in particular stirrups, riding chaps, footwear, clothing etc. (hereinafter referred to as ‘the Product’). Any order placed by the Client constitutes unconditional acceptance of these terms and conditions of sale, which are an essential and determining factor of the sales contract hereby formalised by the Client, and which will prevail in the event of any contradiction. These terms and conditions of sale govern only the Company’s sales and exclude the Clients’ terms and conditions of purchase, or any other document generated by the latter, as well as any previous correspondence, document or advertising catalogue originating from the Company. No amendments to these terms and conditions of sale will be binding against the Company without the prior written authorisation of the latter, in particular within the framework of a quotation or purchase order communicated to the Client.
- CONTRACT CONCLUSION – The sales contract is deemed to have been concluded when the Client’s order is received by the Company, by any means (fax, mail, email, telephone etc.). No amendment to or cancellation of any order, whatever the reason, with the exception of force majeure, will be accepted once the contract has been concluded and unless otherwise specifically agreed by the Company. The Client remains liable for the total price of the relevant order, without prejudicing the Company’s right to claim damages as compensation for losses sustained from the cancellation of this order.
- DELIVERY – The Company has put in place an effective logistics and transport system that ensures the traceability of Products during delivery to the Client. The Company assumes responsibility for organising the transport of Products sold to the delivery destination, and unless otherwise agreed between both parties, the Client remains liable for all transport costs. The Client should make every effort to allow for physical delivery of the Product on the date agreed between the parties. Failing this, delivery, as well as the transfer of responsibility and risks, will be deemed to have taken place on that date but at the Company’s premises. The Client commits to taking delivery of the Product within fifteen calendar days following receipt by them of notification that the Product is ready for shipment. After this date, the Company will be free to consider the sale automatically terminated and the contract price will remain owing to the Company by the Client for losses suffered by the Company.
The Company cannot be held responsible for any damage that is directly or indirectly caused by any equipment or component that was not sold by them and/or for other equipment or components that are incorporated into or used in conjunction with its Products. Specifically, the Company cannot be held responsible if the failure of one of its Products is caused by such equipment or any components that it is used in combination with.
Any Client complaint, whether in relation to the conformity guarantee, the guarantee against hidden defects or the contractual guarantee must be justified and if appropriate, must be accompanied by all supporting documentation relating to the defective nature of the disputed Products, as well as the purchase invoice. Should a complaint be justified, the Company will undertake a detailed analysis of the defective Product. If, after this analysis, the Company considers the complaint to be justified, the Company will, at its own cost, arrange for the return of the defective Products, their repair or replacement, subject to choice, as well as the forwarding of the Product that has been repaired or replaced.
In any case, the Client remains liable for any Product cleaning costs.
FORCE MAJEURE – The Company will automatically be relieved of all of its obligations in the case of a force majeure event, where actions are due to a third party or in the case of any other event that cannot be attributed to the Company (and including, but not limited to: the reduction or stoppage of stock production, interruption to communications or transport, weather events such as storms, hurricanes etc.). DATA PROTECTION AND PRIVACY – In order to satisfy its contractual obligations, the Client is advised that the Company is required to process the Client’s personal data. This personal data is stored by the Company and may be used by the Company and its trading partners for direct marketing purposes. In accordance with the provisions in force in the French Data Protection Act of 6 July 1978, as amended by Act no. 2004-801 of 6 August 2004, the Client has the right of access to and rectification of personal data pertaining to them. Moreover, the right to object to the use of personal data exists, for legitimate reasons in the event that this personal data is processed, or, without giving any reason and without penalty, if it is used for direct marketing purposes. This right can be exercised by writing to the Company’s registered offices. RETENTION OF TITLE CLAUSE – By express agreement and notwithstanding the transfer of responsibility and risks that take place at the point of delivery, the Products sold remain the property of the Company until full settlement of the invoices relating to these Products, regardless of their location, including the Client’s own warehouse or an agency thereof, or any sub-purchaser of the Products. Until full settlement, the Client must segregate the Products delivered by the Company. All of the remaining amounts are due for payment immediately, as are all costs associated with return and restoration of the Products to their original state. APPLICABLE LAW – This agreement is governed by French law. APPLICABLE JURISDICTION – For any dispute that cannot be amicably resolved, jurisdiction, including all proceedings, will be expressly assigned to the Bordeaux Commercial Court (33 France), even in the case of multiple defendants or action on a warranty or guarantee.
Any guarantee is considered void in the event of misuse (in accordance with the above section ‘Product Use’), negligence or lack of maintenance by the Client, as well as normal wear and tear, force majeure and disassembly of the stirrup.
In any case, the Client undertakes not to offer to exchange a Product on behalf of its own Client without prior agreement, but must instead approach the Company when a defective Product is returned, the latter having the sole authority to determine the appropriate actions to be taken with respect to the Client’s complaint.
LIMITATION OF LIABILITY – COMPLAINTS – The Company’s sole and unique obligation regarding its guarantee is limited to replacement or repair, subject to choice, of the Product that has been accepted by the Company as being defective, following the Company’s examination of the Product in dispute. Compensation for any other damages is excluded, whether direct or indirect, personal, tangible or intangible and specifically, any operating loss or loss of use, and any loss of earnings experienced by the Client or their successors-in-interest or any sub-purchaser of said Product. Moreover, the Company’s overall responsibility and the guarantee that the Client is entitled to will, if applicable, be strictly limited to the purchase value paid by the Client for the Product deemed defective.
If an invoice issued by the Company is paid within 8 days, a discount of 2% will be applied, excluding the first three orders. Lastly, unless otherwise expressly agreed by both parties, the Company will not offer any reductions, discounts or rebates.
OVERDUE PAYMENTS – In the case of an overdue payment or non-payment, whether partial or total, within the time period specified in these general terms of sale, of a single amount whose deferment has not been agreed in writing, the sums owing will automatically incur interest, without the requirement for a formal demand to be issued. Interest will be incurred at a rate of 1% for each month of delay, from and including the date the sums become overdue until payment is made in full. In addition, non-payment by the date stipulated will automatically result in the payment, by way of a penalty clause, of compensation equivalent to 15% of the outstanding amount, as well as a penalty fee of 40 euros for recovery of costs.
PRODUCT USE – By acquiring the Products, the Client accepts that they are fully cognisant of how to use the Products and that they have the requisite knowledge, training and experience to use them without danger to either themselves or others. The Client commits to using the Product in accordance with accepted standards and acknowledged rules and to carry out the required maintenance for the Product in question. In addition, and notwithstanding the need for the aforementioned knowledge and experience, the Company will, for certain Products, provide the Client with a technical guide at the point of delivery, outlining the instructions for use and maintenance requirements. By accepting delivery of the Products in question, the Client acknowledges receipt of the aforementioned technical guide. The Client commits to restricting the use of the Products to their intended purpose and in line with the aforementioned technical guide and to ensuring that safety rules and the aforementioned technical guide are respected by themselves and by those they have responsibility for. Failing that, the Company will automatically be released from any liability, particularly on the basis of the Product guarantee. GUARANTEE – The Company takes the utmost care regarding the quality of its Products which are covered by legal safeguards in this area. The Client, for their part, assumes all risks and liabilities resulting from the resale, use or implementation of the Products, either in isolation or in combination with others. This guarantee is therefore subject to the express reservation that the Client uses the Products in a precautionary manner and for their intended use only. In accordance with legal requirements, the Products benefit from a legal guarantee of conformity and a legal guarantee against hidden defects originating from a material, design or manufacturing fault that affects the Products and renders them unusable.
It is the Client’s responsibility to raise any justified objections regarding the condition of the Product at the point of delivery. In the absence of such objections, the Client will be deemed to have taken delivery of a Product that is in perfect condition and working order. Should stock shortages occur, the Company will replace the missing Product with an equivalent item, subject to the Client’s approval.
Deliveries are processed according to availability and following the sequence in which orders are placed. The Company is authorised to carry out full or partial deliveries.
Delivery timescales are stated as accurately as possible, however these are dependent on the availability of Company stocks and transportation. For information purposes only, delivery timescales range between 2 and 5 days, depending on the Client’s location.
Failure to meet delivery timescales will not give rise to damages, returns or cancellation of orders in progress.
If the Client fails to dispute an invoice within 8 days of receiving it, they will be deemed as having taken complete delivery of the order.
PRICE – Prices stated on purchase orders and on Company invoices are those in force on the date of the order and do not include taxes. They in no way constitute offers that are binding to the Company beyond the date upon which the order was placed. The prices applicable to the Client correspond to the Client’s category. Categories are defined according to performance criteria communicated by the Company on an annual basis, such as how much turnover a Client has generated from selling the Company’s Products. The Company may alter these prices and criteria on an annual basis. Any fee schedule may change during the course of a year and the Client will be notified if this is the case.
PAYMENT METHODS AND TERMS – Unless otherwise stipulated, the Company’s invoices are payable within thirty (30) days net of the invoice date. By way of exception, the first three invoices that the Client is liable for are payable in full, prior to delivery. Payment is to be made by direct debit unless expressly agreed otherwise by both parties. Any incident of non-payment, particularly an unpaid direct debit, will be treated as a late payment and the Client will be liable to pay the Company the processing cost of 50 euros associated with this.
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