I – General:

 

I.1 – Definitions:

"Website" refers to the Supplier's website accessible at the following address: www.arden-equipment.com

"User" means a legal entity that has created a user account on the Website

"Buyer" means the party who has opened a user account pursuant to the T&Cs and who purchases Goods from the Supplier on the Website 

“Supplier" means ARDEN EQUIPMENT SAS and/or its existing or future subsidiaries;

"Goods" means new or used equipment and spare parts available for sale on the Website

"Quote" refers to the price offer sent by email to the Buyer, available on their user account on the Website and valid for two weeks.

"Order" means the Quote accepted by the Buyer on the Website or the confirmation of the Goods selected for purchase in the shopping basket on the Website

"Order Confirmation" means the email sent by the Supplier to the Buyer confirming the Order placed on the Website

"Payment Confirmation" means the email sent by the Supplier to the Buyer confirming payment for their Order

 

I.2 – Scope of application:

These T&Cs govern all purchases of Goods on the Website made by the Buyer from the Supplier. They form an integral part of the online sales contract and prevail over any other terms and conditions, including those contained in the Buyer's general terms and conditions of purchase.

 

I.3 – Acceptance of the T&Cs

The Buyer agrees to read these T&Cs carefully and to accept them expressly before confirming any Quote and placing an Order for Goods on the Website with the Supplier.

By clicking on the button to confirm the Quote and place the Order, the Buyer acknowledges that they have read, understood and accepted these T&Cs without limitation or condition.

 

II – Ordering Goods on the Website

 

To purchase a Product, the Buyer must first create a user account in accordance with the Terms of Use.

To access the Goods for sale on the Website, the Buyer must log in to their user account.

The purchase of certain Goods may be restricted. If the Buyer encounters a restriction on making a purchase, they may contact the Supplier by email.

 

II.1 – Characteristics of the Goods

The Supplier undertakes to clearly, legibly, and comprehensibly display on each Product page the reference, information, and specifications relating to the Products available on the Website.

The price and availability period are indicated on the product description.

The Buyer agrees to read this information carefully before placing an Order on the Website.

It is incumbent on the Buyer to verify that the Goods ordered are compatible with the machine to which said Goods will be fitted, as well as the conditions of use and the recommendations of the manufacturer of said machine.

For any technical advice, the Buyer may contact the Supplier on +33 (0)3 24 33 64 32 or by email at commerce@arden-equipment.com

Any technical advice provided by the Supplier shall not replace the necessary checks to be carried out by the Buyer, unless a specific written agreement is reached between the Parties.

When a Product requires specific support due to its characteristics, the Product description shall include the words "Contact us" so that the Buyer can consult the Supplier prior to any purchase.

All Goods sold by the Supplier on the Website comply with current European law and the standards applicable in France.

The Buyer must use the Goods purchased in accordance with the instructions and directions for use provided with the Goods upon delivery, and in accordance with their intended purpose.

 

II.2 – Ordering and invoicing

Prior to placing an Order, the Buyer may request a Quote for the Goods selected in the basket on the Website or place an Order directly on the Website.

The Quote sent to the Buyer by email details the items selected, the quantity, their price and the shipping costs.

The Buyer's acceptance of the Quote shall constitute an Order and an Order Confirmation shall be sent to the Buyer by email.

The Order Confirmation shall include the following information regarding the Order:

-      The billing address

-      The delivery address

-      The payment method chosen

-      The delivery method chosen

Neither the Order nor the Order Confirmation sent to the Buyer by email constitute an invoice. The invoice will be issued on the date of delivery of the Goods and sent by email to the Buyer, who may also download it from their user account on the Website.

 

II.3 – Price and payment

For all Goods, prices are displayed in euros excluding VAT.

Delivery costs will be shown on the Quote sent to the Buyer and on the Order depending on the delivery method chosen.

The applicable price is that indicated on the Quote validated by the Buyer when placing the Order or on the Order validated online.

Depending on the payment terms granted to the user when creating their user account, the Buyer will be offered the following payment methods when placing the Order online:

·        Outstandings

or

·        Online payment by credit card or bank transfer

In the case of online payment by credit card or online bank transfer, a payment confirmation and a payment receipt will be sent to the Buyer by email.

The Supplier shall take all necessary measures to ensure the security and confidentiality of data transmitted online in connection with online payment on the Website.

 

II.4 – Late payment

In the event of payment in accordance with the credit terms granted to the Buyer when creating their user account, any delay or failure to pay an invoice by its due date shall result, without prejudice to the right to invoke the retention of title clause provided for in these General Terms and Conditions of Sale:

-      On the one hand, in the immediate payment of the outstanding amounts and, if the Supplier sees fit, the suspension or termination of all Orders in progress.

-      On the other hand, ex officio and without prior notice, and without prejudice to any additional compensation that the Supplier may claim, the application of a late payment penalty equal to the most recent ECB refinancing rate plus ten percentage points and a fixed-rate compensation for recovery costs of £40 per invoice.

In the event of late or non-payment, the Supplier may, after it has sent the Buyer a formal notice by registered letter with acknowledgement of receipt to pay the unpaid invoice(s) within 8 days, which has gone unheeded, terminate the Order ex officio. In this case, and without prejudice to any damages, the Buyer shall, in addition to its obligation to return the Goods at its own expense, pay the Seller a termination indemnity set at ten (10) per cent of the price, with a minimum of £120. This compensation shall be deducted from any payments already received.

 

II.5 – All Orders are subject to the Buyer's creditworthiness prior to the Order Confirmation. If the Supplier considers at any time that the Buyer's financial situation does not justify the payment terms agreed beforehand, the Supplier may demand cash payment before shipment or cancel or suspend any unfulfilled Order.

 

III – Availability of Goods and Delivery

 

III.1– All deliveries are understood to be FCA, as defined in Incoterms 2000, manufacturing site (factory), regardless of the delivery method chosen by the Buyer at the time of the Order:

-      Availability

-      Express

-      Courier

The risk of damage or loss of Goods shall pass to the Buyer upon delivery of the Goods by the Supplier to the Buyer or to the carrier in the case of Express or Courier delivery.

The delivery date corresponds to the date of availability - departure from the factory of the Goods is mentioned on the product sheet on the Website. This delivery time is reiterated when the Order is confirmed online.

In the event of the unavailability of Goods not specified at the time of the Request for Quote or the Order, the Supplier agrees to inform the Buyer without delay.

The delivery dates indicated by the Supplier are only indicative. However, the Supplier shall make every effort to deliver the Goods within the specified time frame.

The delivery period shall commence on the date of the Order Confirmation.

The Supplier shall not be held liable for any direct or indirect consequences whatsoever resulting from a delay in the delivery of the Goods, in particular those attributable to the carrier responsible for delivery. Only a delivery delay exceeding thirty (30) calendar days may result in the cancellation of the Order by the Buyer.

 

 

III.2– If the Buyer who has chosen the "Available for collection" delivery method has not taken delivery of the Goods within ten (10) calendar days of the date of availability, the transfer of risks defined above shall take place at the end of these ten (10) days. The Supplier shall then be entitled to store the Goods at the Buyer's expense and risk.

If the Buyer fails to collect the Goods on the date of availability notified to them by email, delivery shall be deemed to have been made and the Buyer shall be liable for payment of the Order.

 

III. 3– The Buyer or any other person receiving the Goods on its behalf must carry out a quantitative and qualitative check, make the appropriate reservations on the delivery note and, where applicable, exercise any remedy deemed appropriate against the carrier in accordance with Articles L.133-1 et seq. of the French Commercial Code, within the time limits set by Article L.133-3.

Any caveats must be confirmed in writing by registered letter with acknowledgement of receipt e-mailed to the Supplier, accompanied by supporting documents, including photographs, within 72 hours of the delivery date.

The Supplier shall verify the validity of the reported non-conformity and undertakes, if it is confirmed:

-      In the event of one or more missing items, to deliver the missing Goods as soon as possible, without any other compensation of any kind.

-      In the event of a non-conformity affecting the Goods, to make the necessary modifications to the Goods or replace them as soon as possible, without any further compensation of any kind.

Any shipping costs for the missing or non-compliant Goods shall be borne by the Supplier.

If the Buyer fails to make a complaint within the deadlines set out above, the Goods and Services shall be deemed to have been accepted. This receipt constitutes acknowledgement of the lack of visible defects and the conformity of the Goods and/or Services with the Order. Beyond this deadline, no claims relating to non-compliance will be accepted by the Supplier.

No Goods may be returned to the Supplier without the latter's prior consent. Any returns shall be subject to the Supplier's express prior agreement.

 

III.4 -  The Supplier undertakes to provide the Goods with instructions for use. The Buyer must read these instructions before using the Goods. Failing receipt of these instructions, the Buyer must request them as soon as possible.

Instructions shall be accompanied by the Commissioning Form for the Goods, which must be completed and returned to the Supplier upon delivery for the commercial warranty provided for in Article VI to apply. A warranty claim form is also attached to the instructions.

 

IV – RETENTION OF TITLE and transfer of risks:

 

IV.1 - The Supplier retains full ownership of the Goods covered by the Order until full payment of the principal and ancillary costs, pursuant to Articles 2367 et seq. of the Civil Code and L.624-16 et seq. of the Commercial Code.

 

IV.2 – Until full payment has been made, the Goods may not be sold or transformed without the Supplier’s prior consent. However, in the event of resale, the Supplier may exercise a right of pursuit by claiming the debt directly from the end customer.

 

IV.3 – Failure to pay any instalments may result in the Goods being reclaimed. The Supplier may, in accordance with the law and after notifying the Buyer, have access to the Buyer's premises where it reasonably believes the Goods are located for the purposes of drawing up an inventory or take any other action to recover the Goods.

 

IV.4 – These provisions shall not prevent the transfer to the Buyer, upon delivery, of the risks of loss and deterioration of the Goods sold, as well as any damage they may cause.

 

V – Intellectual property:

 

The Supplier retains all rights, including ownership and possession, to the know-how, technical information, drawings, specifications or documents, ideas, concepts, methods, processes, techniques and inventions developed by itself or on its behalf by others and provided to the Buyer under the Order. The Buyer undertakes to keep all such information confidential, not to disclose it to any third party until it has fallen into the public domain and not to use it for any purpose other than the use of the Goods without the Supplier’s prior written consent.

The Supplier retains ownership of all patents, copyrights, trade secrets, design rights or any other intellectual property rights such as trademarks and trade names attached to or related to the Supplies.

 

VI – Commercial warranty:

 

The Supplier hereby undertakes to guarantee any new Goods supplied to the Buyer against any material, manufacturing, or design defect that may arise under normal conditions of use and maintenance (excluding normal wear and tear and consumable parts).

Unless otherwise agreed, the Commercial Warranty shall only apply to Goods located in mainland France.

The Commercial Warranty shall not apply to Goods for which the Commissioning Form has not been returned by the Buyer.

 

VI.1 - Unless otherwise agreed in writing, the duration of the Supplier's commercial warranty is as follows:

·        New Goods from the Supplier (excluding Mini Blue Goods and spare parts): for a period of 12 (twelve) months or 1,500 hours, whichever comes first, from the date of delivery.

·        New Mini Blue Goods: for a period of 12 (twelve) months or 1,000 hours, whichever comes first, from the date of delivery.

·        Spare parts: for a period of 6 months from the date of delivery.

 

VI.2 – The warranty shall only be payable by the Supplier if:

·        the Goods have been purchased and used for their intended purpose.

·        they have been used and maintained in accordance with the instructions in the user manual supplied with the Goods.

The warranty shall automatically cease and the EC Declaration of Conformity shall likewise become void if the Buyer:

·        has used spare parts other than the Supplier's original parts,

·        has either made changes to the Goods or added components themselves or through an unauthorised third party without the Supplier's written consent.

 

VI.3 – The warranty is excluded:

·        If the faulty material or design originates from the Buyer or has been imposed by the Buyer,

·        In the event of damage resulting in whole or in part from normal wear and tear of the Goods, lack of maintenance, negligence, deterioration or accidents attributable to the Buyer or a third party, or improper use of the Goods,

·        If the Goods ordered are not compatible with the machine into which they are intended to be integrated, the Buyer who has made an incorrect choice and/or has failed to meet the conditions of use and installation, and the recommendations of the manufacturer of said machine;

·        If the installation conditions specified by the Supplier have not been met,

·        If the Goods are used in aggressive physical, chemical, geological conditions, or in environments with high material density, of which the Supplier was not informed in writing at the time of the Offer or upon receipt of the Purchase Order,

·        In the event of damage resulting from transport, accident or fire or following any handling operations,

·        In the event of damage attributable to force majeure as defined in Article VIII below.

The conditions of use of the Goods shall be in accordance with good practice or shall be set out in the instructions and user manual supplied with the Goods on delivery, as provided for in Article II.1.

 

VI.4 – Unless otherwise provided, the warranty does not apply to used Goods; the transfer of a Good by the first Buyer terminates the warranty.

 

VI.5 – Obligations of the Buyer

To benefit from the warranty, the Buyer must, within five days of the date on which the damage is discovered, send the Supplier the duly completed Warranty Claim Form by registered letter with acknowledgement of receipt sent by email, accompanied by all supporting documents and in , including photographs, enabling the Supplier to make an accurate diagnosis of the damage and remedy it.

 

VI.6 – Processing the warranty:

While valid, the warranty obliges the Supplier to repair or replace, at its discretion, or to have repaired or replaced by one of its representatives, the Goods or parts of the Goods recognised as faulty, after examination by its technical services.

Goods not covered by the warranty shall be returned at the expense and risk of the Buyer.

The warranty shall be limited to:

·        The supply of replacement parts for faulty parts ordered by the Buyer and invoiced under normal conditions,

·        The repair of the Goods or parts recognised as being faulty.

Repairs under the warranty shall be carried out in the workshops designated by the Supplier.

No repairs carried out by the Buyer or a third party appointed by the Buyer shall be covered by the commercial warranty unless they have been expressly accepted in advance by the Supplier on the basis of a quote duly approved by the latter.

Shipping costs for the replacement or repair of Goods and parts covered in mainland France shall be covered, excluding all express or air shipping costs.

 

VI.7 - The replacement of defective parts shall not extend the initial warranty period of the Goods, except for replaced parts, for which the warranty shall be extended by 6 months from the date of replacement.

 

VI.8 - The warranty excludes any other service or compensation of any kind whatsoever, in particular to cover any additional costs arising from delays in the performance of work or operating losses.

The Buyer shall waive any claim for compensation once the warranty has been fulfilled and the Goods have been repaired or replaced.

 

VI.9 - Repairs/replacements under warranty may be suspended in the event of the Buyer's insolvency or unpaid invoices.

 

VII – Liability

 

VII.1 - Other than in cases of wilful misconduct or gross negligence, the Supplier shall not be liable for any damage to property or third parties, other than that expressly provided for under mandatory legal provisions. In any event, the Supplier shall not be liable for indirect or consequential damages of any kind, such as, for example, loss of production or loss of profit. In any event, the Buyer's right to damages shall be limited to a maximum amount equal to the value of the Goods that are defective or faulty.

 

VII.2 – The Supplier shall not be held liable in the event of a lack of suitability or incompatibility of the Goods with the machine to which they have been fitted, nor in the event of damage due to improper installation or use of the said Goods.

 

VII.3 - The Supplier has taken out appropriate insurance policies covering general liability in connection with the Goods sold.

 

VII.4– The Buyer waives any right of recourse and guarantees the waiver of recourse by its insurers or any third parties contractually associated with it, against the Supplier or the Supplier’s insurers, beyond the limits and exclusions set forth above.

 

VIII – Force majeure

 

 

VIII.1 - The Supplier shall not be held liable for any delay or failure in meeting its obligations if such delay or failure results directly or indirectly from a case of force majeure such as

– by way of example, this list not being exhaustive: the occurrence of a natural disaster (earthquake, storm, fire, flood, etc.), an armed conflict (war, civil unrest, etc.), a labour dispute, a binding order issued by public authorities (e.g., import bans), a disruption in transportation and/or the supply of raw materials, or an industrial accident (machinery breakdown, explosion, etc.).

– or any other comparable cause beyond the reasonable control of the Supplier.

 

VIII.2 - Should such an event occur, the Supplier shall be released from the affected obligation only for the duration of the event, and shall inform the Buyer in writing within eight days of its occurrence.

 

VIII.3 - If the duration of such impediment exceeds thirty consecutive days, the parties shall consult with one another within eight days following the end of that period to determine in good faith whether the affected Order should be continued or terminated.

If the disagreement persists at the end of this eight-day period, the Buyer shall be entitled to terminate the Contract without any compensation being claimed or charged to the Supplier.

 

IX – Disputes and applicable law:

 

The Parties undertake to attempt to settle their disputes amicably before referring them to the competent court. Failing an amicable agreement, the commercial court having jurisdiction over the Supplier's registered shall have sole jurisdiction, even in the event of a warranty claim or multiple defendants.

French law is the only law applicable to the Order.

 

X – Miscellaneous:

 

X.1 – Goods equipped with trackers

Some Goods may be equipped with trackers, of which the Buyer will have been informed in advance and which they will have accepted by making the order, enabling, inter alia, the geolocation of said Goods, the number of hours of use and their maintenance. The information/data collected will not enable the Supplier to identify, directly or indirectly, any individual. In this regard, it is also incumbent on each Buyer of Goods equipped with trackers to ensure that the geolocation information/data collected does not allow an individual to be identified, either directly or indirectly. Failing this, it shall be incumbent on each Buyer to comply with the regulations relating to the collection and processing of personal data.

 

X.2 – Confidentiality:

The Parties mutually undertake a general obligation of confidentiality covering all confidential information, whether oral or written, of any kind and in any form, exchanged in the framework of the preparation and performance of the Order, except for information that is generally known to the public or that becomes public without the fault or act of either Party.

Consequently, the Parties undertake to:

·        Keep all confidential information strictly secret and, in particular, never disclose or divulge in any way, directly or indirectly, all or part of the confidential information to anyone without the other party’s prior written consent.

·        Not use all or part of the confidential information for any purpose or activity other than the performance of the Order.

·        Not to copy or imitate all or part of the confidential information.

·        The Parties agree to take all necessary measures to ensure compliance with this confidentiality obligation and guarantee that all their employees will comply with this obligation. This obligation is a performance obligation.

 

X.3 – Waiver:

The Supplier’s failure to invoke any of the clauses of the General Terms and Conditions of Sale at any given time shall not be interpreted as a waiver of the right to invoke them at a later date.

Likewise, the invalidity of any clause of these General Terms and Conditions of Sale shall not affect the validity of the other clauses.