General Terms and Conditions of Sale
1. SCOPE
In accordance with Article L 441-6 of the Commercial Code, these General Terms and Conditions of Sale (the “GTCS“) constitute the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which MARKETPARTS.COM, a simplified joint stock company with capital of 176. 279 euros, whose registered office is located at 4 place Amédée Bonnet 69002 Lyon and whose unique identification number is 852 278 753 RCS Lyon (the “Company“) supplies automotive spare parts and accessories of the manufacturer brands listed on its Site (the “Products“) exclusively to professional trade buyers, from anywhere in the world (the “Customer(s)”) who so wish, via the website of the Company (the “Site“) or otherwise.
These General Terms and Conditions of Sale apply, without limitation in time and without restriction or reservation, to all sales made by the Company to Customers, regardless of any clauses that may appear in the documents of the Customer, and in particular the general terms and conditions of purchase of the Customer. The GTC thus prevail over any general purchasing conditions of the Customer.
These GTC are accessible on the website of the Company and are systematically communicated to any Customer wishing to place an order with the Company.
Any order for Products implies, on the part of the Customer, acceptance of these GTC by checking a box provided for this purpose (for sales on the Site) or by signing the GTC in paper format (for offline orders). Information intended for the Customer may be sent to him by e-mail, provided that he has communicated his e-mail address to the Company.
The information and prices appearing on the Site and/or in the catalogs and leaflets of the Company are given for information purposes only and may be revised at any time. However, this is without prejudice to the current orders of the Customer, which will be maintained.
In accordance with the regulations in force, the Company reserves the right to waive or derogate from certain clauses of these GTC, on the basis of negotiations with the Customer, by accepting in writing special conditions of sale.
2. ORDERS
2.1 The Customer declares that he has the capacity to enter into this contract and, where applicable, the legal capacity to bind the company he represents.
The Customer shall place the order in accordance with the instructions given on the Site. The Customer undertakes to fill in the order form with complete and accurate information.
2.2. The steps involved in concluding a sale on the Site are as follows:
a) The Customer selects his Products and creates a “basket” on the Site;
b) The Customer confirms the order and receives a confirmation e-mail from the Site;
c) The Company sends the Customer, by e-mail, a quote summarizing the Product order;
d) The Customer pays the order in accordance with Article 8.1 below, and provides the Company with proof of payment;
e) The Company sends by e-mail(s) to the Customer (i) the order form established on the basis of the quote, (ii) confirmation of receipt of the payment made by the Customer and (iii) information relating to the dispatch and shipping of the Products ordered.
2.3 Sales are final as soon as they have been validated by the Company, that is upon completion of step 2.2 c). The payment of the order by the Customer will formalize in a firm and definitive manner the sales contract entered into between the Customer and the Company.
2.4 The Company draws the attention of the Customer to the fact that all online orders containing incorrect or incomplete information may lead to errors in the fulfilment of the order, which cannot under any circumstances be attributable to the Company. It is therefore the responsibility of the Customer to check the data entered before final validation of the order.
2.5 Unless expressly agreed in advance by the Company, no modification of the firm and definitive order of the Customer may be taken into account by the Company.
2.6 Orders may only be cancelled by the Customer prior to delivery and after the express prior written acceptance of the Company. Orders can never be cancelled for products that have been personalized or which are special order from the Customer, or sold as part of special operations or marked as “Products removed or available while stocks last”.
3. DELIVERY TIMES - AVAILABILITY OF PRODUCTS
3.1 Delivery times are given for information purposes only. Under no circumstances may a delay in delivery give rise to cancellation of the sale.
If a binding delivery date has been agreed, the Company undertakes to comply with this date. If this is impossible, the Company will notify the Customer as soon as it is aware of the impossibility, and will set a new date, without any compensation being due for any reason whatsoever.
In such a case, the Parties will do their utmost to agree on a new delivery date.
No compensation may be claimed by the Customer if delivery is suspended or cancelled in the following cases:
– following an unforeseen discontinuation of the manufacture of the Product by the supplier,
– if the terms of payment stipulated on the order have not been complied with by the Customer,
– in the event that the information required to fulfil the order is not received by the Company in due time, or for any other reason attributable to the Customer,
– in the event of force majeure, including strike, accident, fire, pandemic, epidemic, natural disaster, inability to obtain supplies or any other cause beyond the control of the Company.
3.2 Products are offered for sale within the limits of available stocks and supply possibilities from the suppliers of the Company. The availability of Products will be definitively validated upon confirmation of dispatch of the order, which will be sent to the Customer by e-mail.
In the event that one of the Products ordered is not available at the time the order of the Customer is prepared, the Company undertakes to contact the Customer by e-mail within 96 working hours as from the date of the order, to inform him of the timeframe within which the Product may, if so, be delivered.
In the event that a Product cannot be supplied, the Customer will be offered the option of switching to another product of equivalent quality and characteristics or canceling their order. If the Customer cancels the order for the Product concerned, the unavailable Product will be reimbursed no later than 30 working days following receipt of the sums paid by the Customer. The refund will be made to the account designated at the time of ordering.
As any such unavailability is totally beyond the control of the Company, which cannot be held liable as a result.
4. INCOTERM - TRANSFER OF RISK
By default, goods are shipped in accordance with INCOTERM “DAP”.
Goods are considered delivered when they are made available to the purchaser at destination on the arriving mode of transportation, without being unloaded. The Company assumes, directly or indirectly, responsibility and risk for transportation to the agreed point of delivery in the country of destination.
In any event, the Customer remains liable for all customs formalities, duties and taxes due on the import and unloading of goods at destination. The Company cannot be held liable for the completion of import formalities.
Any other INCOTERM requested by the Customer must be subject to the prior written agreement of the Company.
5. RECEIPT AND RETURN OF GOODS
5.1 Upon delivery, the Customer must carefully inspect the Products and notify any apparent defect and/or non-conformity on the delivery note, which he will date. These reservations must be sent to the Company within 3 days by e-mail and by registered letter with acknowledgement of receipt. All claims against the Company will be forfeited if the Customer has not lodged a complaint within the aforementioned period.
5.2 Any package damaged in transit and refused by the Customer must be returned to the carrier at the time of delivery. In the event of delayed return, the cost of returning the Products will be borne by the Customer.
In the event of an unjustified refusal of the Products delivered, the Company reserves the right to claim from the Customer a sum of 150 euros excluding tax in addition to the shipping costs, to cover management costs.
5.3 Products may only be returned with the express and prior authorization of the Company and within a maximum period of 30 days as from delivery (cumulative conditions). In the event of a return due to an apparent defect or non-conformity with the order, the Customer must notify the defect in accordance with the procedure set out in 5.1. If Products are returned on the basis of the warranty, the Customer must notify his claim in accordance with the procedure in Article 9.
In any event, returns may only relate to new goods, in their original condition and packaging, and which have not been damaged in any way by the Customer, his employees or third parties (this does not apply in the event of a warranty claim as referred to in Article 9). Any damaged item will not be accepted.
5.4 As an exception, no returns will be accepted by the Company if they concern personalized Products or Products sold as part of special operations or marked as “Products removed or available while stocks last”.
With the exception of returns for apparent defects, non-conformity with the order or returns under a warranty claim as referred to in Article 9, all returns accepted by the Company will be subject to a flat-rate restocking charge corresponding to 10% of the order amount, in addition to shipping costs.
5.5 Returned goods will be reimbursed by bank transfer, to the exclusion of any compensation and after deduction of all sums owed by the Customer to the Company, under the conditions set out in this Article 5 (shipping costs, restocking costs and/or management costs).
6. RETENTION OF TITLE CLAUSE
Notwithstanding the transfer of risks upon delivery of the Products, the Company retains ownership of the goods delivered until full payment of their price in principal and accessories has been received.
Thus, in the event of non-payment, the Company may take back the Products delivered or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel current sales. In the event of non-payment of an invoice on its due date, the Company may unilaterally draw up or have drawn up an inventory of its goods in the possession of the Customer, subject to 24 hours’ notice.
The Customer undertakes to allow free access to its premises and to return unpaid goods at the first request of the Company within 3 days, the cost of return being borne by the Customer.
Failing this, he may be forced to do so by a judge ruling in summary proceedings or by a bailiff authorized to seize the goods. The costs of these various procedures will be borne in full by the Customer.
7. PRODUCT PRICES
7.1 The sale prices of the Products mentioned on the Site are indicated excluding taxes, in euros or dollars or other currency, and excluding shipping costs.
Their amount is, in any case, indicated at the end of the order communicated under the conditions referred to in Article 2.2 c) above, before its final validation. The price invoiced to the Customer is the price specified on the order confirmation, comprising the price of the products excluding VAT, plus the applicable VAT and shipping costs.
The shipping costs are defined when the order is placed, according to weight, place of delivery and mode of transportation.
The Company reserves the right to modify its prices at any time. However, no modification after the order has been placed may be applied. The price applicable to the Products ordered is that appearing on the Site on the day the order is placed.
8. PAYMENT
8.1 Invoices are payable by bank transfer or direct debit. All orders are subject to an initial payment of 30% of the total value of the order. Payment of the balance must be made prior to dispatch or upon collection of the order, in accordance with the delivery terms defined in the order confirmation.
8.2 No delivery will be made until full payment has been received by the Company. The obligation to pay is fulfilled to the extent that the total amount due is definitively credited to the benefit of the Company. No discount will be applied.
8.3 Any delay or default in payment will result in:
– the suspension of all orders in progress.
– the payment, as of right and without prior notice, of a fixed indemnity for recovery costs, in the amount of €40, the Company reserving the right to request additional compensation from the Customer if the recovery costs actually incurred exceed this amount, upon submission of supporting documents.
– the payment, as of right, of late payment interest at the rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, in accordance with article L.441-6 of the Commercial Code, as from the due date stated on the invoice until payment of the entire amount due (interest accrues without the need to send a letter of notice).
8.4 If the default of the Customer makes it necessary to call for litigation or judicial recovery, the Customer shall pay the Company, in addition to the principal, interest, costs and accessories payable by him, an indemnity set at 15% of the principal amount of the claim, including tax, as conventional and fixed damages, not including the indemnity awarded under Art. 700 of the Code of Civil Procedure or equivalent, and the costs and expenses of the proceedings.
9. WARRANTY
Products delivered by the Company are covered by a contractual warranty for a period of 24 months as from the date of delivery to the Customer, covering non-conformity of the products with the order and any hidden defect resulting from a material, design or manufacturing defect affecting the products delivered and rendering them unfit for use. This warranty is limited to the replacement or reimbursement of non-conforming Products or Products affected by a defect, as determined by the Company. Replacement of defective Products or parts will not extend the duration of the warranty. Any warranty is excluded in the event of misuse, negligence, non-compliance with technical recommendations or lack of maintenance on the part of the Customer, as well as in the event of normal wear and tear of the Product or force majeure. It also does not apply in the event of deterioration or accident resulting from impact fall or transformation of the Product.
In order to assert his rights, the Customer must inform the Company in writing of the existence of any defects within a maximum period of 15 working days as from their discovery.
10. LIABILITY OF THE COMPANY
10.1 The Company takes the greatest care in providing information online concerning the essential characteristics of the Products, in particular by means of technical descriptions provided by its partners and suppliers, and photographs illustrating the Products.
In any event, the Company may not be held liable for any changes or errors concerning the description of the characteristics of the Product purchased, unless the essential characteristics of the product are affected.
The characteristics of the articles, descriptive notices, photographs or drawings shown on the Site are not contractual.
10.2 In all cases, should the Company be held liable following a sale, for any reason whatsoever, total compensation is limited to an amount equal to the price of the Product which caused the damage. Any other express or tacit warranties and/or liability on the part of the Company are excluded.
10.3 The Company may only be held liable for damage which it caused directly and personally, without any joint or several liability with third parties, in particular the manufacturer of the Product and/or the Customer and/or the final purchaser and/or any other person subrogated to or successor of the latter, having contributed to the damage.
10.4 Under no circumstances shall the Company be liable for any indirect and/or unforeseeable loss or damage suffered by the Customer or third parties, including in particular any loss of profit, loss, inaccuracy or corruption of files or data, commercial loss, loss of turnover or profits, loss of customers, loss of opportunity, cost of obtaining a substitute product, service or technology, in connection with or arising from the non-completion or faulty completion of the sale.
11. SCOPE
Should any of these terms and conditions be invalid or cancelled, the remaining provisions shall not be cancelled and shall continue to apply.
12. AGREEMENT ON PROOF
12.1 Validation of the order and acceptance of these GTC by electronic means constitute proof of the formation of the sales contract.
12.2 The Customer is solely responsible for adapting his information system to the use of the Internet, and for the relationships to be established with software suppliers and network service providers.
13. PERSONAL DATA - GDPR
Personal data collected from Customers is subject to computer processing carried out by the Company. It is recorded in their customer file and is essential for processing the order. These information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept for as long as is necessary for the fulfilment of orders and any applicable guarantees.
The data controller is the Company. Access to personal data will be strictly limited to employees of the data controller, authorized to process such data by reason of their functions. The information collected may possibly be communicated to third parties linked to the company by contract for the performance of subcontracted tasks, without the authorization of the purchaser being required.
As part of the performance of their services, third parties have only limited access to the data and are required to use them in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, the Company will not sell, rent, transfer or give third parties access to the data without the prior consent of the Customer, unless it is obliged to do so for a legitimate reason.
If the data is to be transferred outside the EU, the Customer will be informed and the guarantees taken to secure the data will be specified.
In accordance with applicable regulations, Customer has a right of access, rectification, deletion, and portability of his personal data, as well as the right to object to processing for legitimate reasons. These rights may be exercised by contacting the data controller at the following postal or e-mail address: 6, place Gailleton 69002 Lyon.
In the event of a complaint, the Customer may submit a claim to the Commission Nationale de l’Informatique et des Libertés.
14. APPLICABLE LAW - JURISDICTION
14.1 These GTC and all sales concluded by the Company are governed exclusively by French law to the exclusion of all others. They are drawn up in French. Should they be translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute
14.2 IN THE ABSENCE OF AMICABLE SETTLEMENT, ALL DISPUTES ARISING FROM THIS CONTRACT, CONCERNING ITS VALIDITY, INTERPRETATION, PERFORMANCE, TERMINATION, CONSEQUENCES ARISING THEREOF, SHALL BE SUBMITTED TO THE LYON COMMERCIAL COURT.
Questions or requests
If you have any questions or requests about Marketparts or these Terms of Use, please contact us by email at contact@marketparts.com specifying your email address and/or phone number and, where applicable, any URL related to any issue.
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