GENERAL SALES CONDITIONS 2013

DPA EUROPE
14 QUAI JEAN CHARLES REY 98000 MONACO
RCI n°13S05929 – TVA FR 18 00010010 6
Email : contact@philips-car.com

PREAMBLE

These general conditions of sale supplemented by the pricing conditions apply to all orders placed with DPA EUROPE. Any contrary condition and, notably, any general or specific conditions from the buyer, including any conditions of purchase and purchase orders, are therefore unenforceable against the seller, except prior written acceptance. Any modification of these general conditions of sale should be formalized in writing., with the details of the obligations respectively subscribed by the parties.

PAYMENT

Invoices are payable in cash at the seller's head office by check, transfer or commercial paper.
Commercial papers must be returned to the seller with the buyer's acceptance within ten days of receipt.. The prior acceptance of a draft or bill of exchange may in no case constitute an exemption from the payment period provided for below. Any late payment is sanctioned by a penalty of an amount equal to the ECB's referral rate (European Central Bank) increased by 10 points in force on the due date.
The Seller may automatically charge late penalties on any price reduction due to the buyer. In default of payment, even partial, only one of the agreed deadlines for any of the deliveries, The Seller reserves the right to request the immediate payment of all amounts owed by the buyer for any reason whatsoever. In the event of payment by commercial paper, failure to return the item will be considered a refusal of acceptance equivalent to a default in payment.
Unless otherwise agreed, the price of the goods is payable by bank transfer before shipment.
The buyer bears all costs related to the method of payment used.
No payment can be set off without the prior written consent of the seller. Any compensation not authorized by the seller is assimilated to a default of payment authorizing the seller to refuse any new order for products and to cancel pending orders..
In the event of delay or total or partial non-performance, by the buyer, of its payment obligations, the seller may suspend deliveries until full payment of invoices, and the buyer will have to bear the new delivery times notified by the Seller, all without prejudice to the seller's option to terminate the contract on simple notice given to the buyer or to request forced execution.
If the seller is forced to contact an agent (lawyer, bailiff, etc.) to obtain the payment of the sums due, it is agreed, as a penalty clause, the application of an increase of 10 % the amount of sums due by the buyer with a minimum of 1000 €, without prejudice to late payment interest and possible damages.

PRICE

Product prices are set by the pricing conditions applicable on the date of the order by the buyer. Unless otherwise agreed, prices are exclusive of tax, transport costs, conditioning, packaging and insurance included and excluding costs relating to the establishment of certificates that may be required. All taxes and duties that may be payable are the responsibility of the buyer.
For any order placed for an amount less than or equal to 800 € (eight hundred euros) duty free, excluding Fees and WEEE, an amount of € 15 (fifteen euros) excluding tax will be invoiced for participation in shipping costs.
The seller reserves the right to modify its prices at any time., without notice.
Any price modification is notified to buyers when ordering or requesting a quotation..
If the order is prior to the notification, it can be canceled by fax by the Buyer, without compensation, in a delay of 24 hours following notification of new tariffs.
The seller reserves the right to revise the price in the event of an appreciation greater than 5% of the dollar against the euro, or a substantial increase in customs duties applicable to the products in question.

ORDERED

Orders must be sent to the registered office of the seller indicated at the top of this document..
The seller reserves the right to refuse orders in the event of the buyer's failure to comply with any of his obligations and, more generally, to refuse any order presenting an abnormal character for any reason whatsoever or placed in bad faith.
Any cancellation or modification of an order notified after acceptance by the seller is unenforceable against the latter..

TIME LIMIT DELIVERY

Delivery times are indicative and do not engage the responsibility of the seller.
Deliveries are made according to supplies and in the order of arrival of orders. The seller is authorized to make full or partial deliveries.
The products travel at the risk and peril of the purchaser, who is responsible for carrying out all checks upon receipt and immediately making all necessary reservations with the carrier on the delivery slip and, Besides, by registered letter with return receipt within three days of delivery. The buyer must also inform the seller within the same period by registered letter with acknowledgment of receipt accompanied by a photocopy of the letter addressed to the carrier. Failure to complete these formalities, the buyer's claim will be unenforceable against the seller.
The buyer must immediately notify the carrier and the seller of any failure to deliver within four days of shipment.

INDUSTRIAL PROPERTY RIGHTS - TRADEMARKS

Products can only be resold in their original presentation and under conditions consistent with their brand image and their technical specifications.
The buyer is required to call the seller in question in any proceeding brought against him in matters of intellectual or industrial property concerning the seller's products.
The buyer who is aware of an infringement of intellectual property rights protecting the products or brands marketed by the seller is required to immediately inform the latter.

LIMITATION ON THE USE OF THE PRODUCTS

The buyer is prohibited from assigning the products sold to a use inconsistent with their destination.

RESERVE FROM PROPERTY

The products sold remain the property of the seller until full payment of invoices. If the products, object of retention of title, have been resold by the buyer, the seller's claim will automatically be transferred to the claim for the price of the products thus sold by the buyer. The buyer now assigns to the seller all claims that arise from the resale of unpaid products subject to retention of title.
The seller is already authorized by the buyer who accepts it, to make an inventory and / or sequestrate the unpaid products held by him.
All deposits previously paid will remain acquired, in their entirety, to the seller as a penalty clause. Notwithstanding this retention of title clause, the risks relating to the products sold are the responsibility of the buyer. The buyer will thus be held solely responsible for all risks of deterioration, of loss, partial or total destruction, whatever the cause of the damage, even if it is a fortuitous event or force majeure. Until full payment, the buyer is prohibited from giving a pledge or pledge on products sold under retention of title, or use them as a guarantee. The buyer undertakes to inform any third party, especially in case of seizure, the fact that the products subject to retention of title belong to the seller, and to inform the latter immediately of any seizure or similar operation.

RESPONSIBILITY FROM THE SELLER

Unless otherwise stated in public policy, the seller will not be responsible for the occurrence of any damage of any kind whatsoever resulting directly or indirectly from the use or the inability to use the products and in particular :
The seller will not be responsible for the occurrence of any indirect or incidental damage such as in particular the drop in production., loss or alteration of data, loss of profits, and this even if the seller has been warned of the possibility of the occurrence of such damage or loss.
Besides, the seller will not be responsible for any injury or bodily harm, loss or destruction of any property, damage or expense having for direct or indirect origin the use, misuse or inability to use by the purchaser or user of the products and this independently or in combination with another product or in the event of commercial loss of any kind whatsoever and will in no case, required to provide replacement products.
Never, the seller's responsibility, as it could be incurred under this contract, cannot exceed the amount of the sums paid by the buyer to the seller for the purchase of the products which are the source of the liability.

GUARANTEE

The products marketed by the Seller comply with the required technical specifications and with the legislation and / or regulations and / or standards in force and are guaranteed against all manufacturing defects.. Any missing, lack of conformity or hidden defect will be brought to the attention of the seller by the buyer, in the form of written notification sent by registered letter with acknowledgment of receipt within eight days of delivery or discovery of the hidden defect.
In case of missing, lack of conformity or hidden defect, the seller's warranty is limited to the replacement of missing or defective products or to the establishment of a credit note without entitling the payment of any compensation or damages for any reason whatsoever.
The seller offers the user of the product a guarantee of 1 part and labor, for all products sold in the "In Car" ranges from the date of sale of the product to the consumer. It covers any defect and / or hidden defect leading to a malfunction of the device, in the context of a use in accordance with that for which they are intended. The batteries are guaranteed for six months from the date of sale of the product to the consumer..
This warranty is limited to the replacement of the product or its repair by the seller., according to what the seller will advise.
Defective products must be returned to the seller in their original packaging on which the return merchandise agreement number will be clearly indicated. (RMA) communicated according to the Seller's after-sales service procedure on www.philips-car.com/ "Brand Name" /.

The seller's guarantee does not apply in the following cases : accident, negligence, bad use, vol, vandalism, fire, flood or other accident, incorrect product maintenance, unauthorized modification, connection to products not supplied or approved by the seller, non-compliance with environmental and food product specifications (in particular electric current, temperature, humidity or dust), use for applications not in accordance with the intended use of the product.
The presentation of the warranty certificate and the purchase invoice is required for any implementation of the warranty after sale to the consumer.

FORCE MAJEURE – SIMILAR EVENTS

The performance by the parties of all or part of their obligations will be suspended in the event of the occurrence of a fortuitous event or of force majeure or the like which would hamper or delay the performance. Are considered as such in particular, without this list being exhaustive :

  • war (declared or not declared), civil war, riot and revolution, acts of piracy,
  • sabotage, requisition, confiscation, nationalization, embargo and expropriation,
  • natural cataclysm such as severe storm, cyclone, earthquake, tsunami, flood, lightning destruction,
  • epidemic,
  • accident, especially tools, machine breakdown, explosion, fire, destruction of machines, factories and facilities of any kind,
  • interruption or delay in transport, failure of any carrier, impossibility of being supplied for any reason whatsoever,
    shortage of raw materials, quality defect or poor quality of raw materials,
  • boycott, strike and lockout in any form, zealous strike, occupation of factories and premises, work stoppage occurring in the companies of the party requesting exemption from liability,
  • act of authority, whether legal or illegal, arbitrary or not.
  • any other event beyond the seller's control.

In the event that this suspension continues beyond a period of fifteen days, each party will have the opportunity to terminate the current order.

COMMERCIAL DISPUTE

Any dispute on the part of the buyer relating to the entire commercial relationship with the seller will be unenforceable against the seller after the expiration of a period of nine months from the occurrence of the disputed event.

NOTIFICATION

Any notification to be made in application hereof is validly made., except special provision, by fax, by e-mail,
by registered letter with acknowledgment of receipt or by bailiff,

APPLICABLE LAW – JURISDICTIONAL COMPETENCE

Any dispute relating to these general conditions of sale, and specific agreements that could be concluded, are subject to the law and courts of the Principality of Monaco, notwithstanding any incidental claim or warranty claim, as in the case of multiple defendants. The Seller will nevertheless have the right to seize any other competent jurisdiction., in particular that of the domicile or head office of the purchaser or that of the place of delivery of the goods.