Terms & Conditions of sale

Conditions of sale:

In accordance with article L441-6 of the commercial code, these general conditions constitute « the only basis for commercial negotiation ». They therefore apply to all activities of the supplier and constitute the legal basis of the contract, unless special conditions. The conditions of purchase are only proposals of the Customer. 

The these general conditions prevail over any contrary clauses formulated in a manner whether by the Customer if the Supplier has not expressly accepted them. All a derogation from the general conditions, in favor of the Customer, may justify a consideration. Any order or acceptance of an offer from the Supplier implies adherence to the these terms and conditions. 

The general conditions of sale also include the Supplier’s prices, communicated in the format it has predetermined; any specific format request must be the subject of a specific agreement. The nullity of any of the clauses of these general conditions will not affect the validity of the other clauses.

Object:
These general conditions specify the rights and obligations of both parties and are intended to apply to all contractual relations between « the Supplier » and the client company hereinafter referred to as « the Client » and producing their rights and obligations.

Ordered.
Definition of need :
The Customer, as a professional of the products he buys, is responsible for the definition and expression of its needs and those of its customers, at the stage of use and the implementation, in particular of the uses and purposes and the constraints that
result, which he must take into account when choosing the product. It is up to him to check, before any order, that the products are suitable for these uses.

The Supplier, as a professional of the products it markets, will take into account the express the requests formulated by the Customer and will respect them, insofar as limit of their feasibility, compliance with the contract, and the rules of the art.  

Deliveries – Transfer of risk:
Delivery times are communicated to the Customer for information only at the time of the Order. The delays likely to occur cannot give rise to any compensation or penalty, nor justify the cancellation of the order, notwithstanding the existence of contrary clauses in any conditions of purchase of the Customer.

Delivery times are automatically suspended by any event beyond the control of the Seller and having the effect of delaying delivery and in particular, in the event of force majeure, as defined in article 8 below. In this case, the Seller will keep the Customer informed, in good time, of the aforementioned cases and events.

Any modification of the Order occurring during execution, even if it is accepted by the Seller, entails an extension of the delivery time provided for according to the terms communicated by the Seller to the Customer.

Deliveries are made by carrier and give rise to the invoicing by the Seller of the shipping costs. the Seller reserves the right to modify its transport prices without notice according to the CNR ROUTE index – automatic indexation of the diesel tax on the price of fuel at the pump – and other fees and taxes collected by the administrations tax or customs (security tax, carbon tax, entry fees, airport tax, etc.).

The risks related to the Products are transferred to the Customer as soon as the Products are made available in the Seller’s warehouses, regardless of the terms of payment of the transport price. In all cases, the Products travel at the risk and peril of the Customer, who undertakes to take out an insurance contract guaranteeing the risks of loss, theft or destruction of the goods transported. It is the Customer’s responsibility to check the number of packages delivered and the condition of the Products in the presence of the carrier. In the event of delay, loss or damage occurring during transport, it is the Customer’s responsibility to formulate reservations with the carrier and to exercise any recourse against the carrier within the regulatory deadlines. No claim will be accepted if the facts have not been noted on the carrier’s receipt.

Edit:
Any modification of the contract or the order requested by one of the parties is subject to the express acceptance of the other party. The Supplier may nevertheless make modifications to the product which do not have a negative impact on its value in use or its performance.

Cancellation:
Any modification of the contract requested by one of the parties is subject to the express acceptance of the other party. The order expresses the Customer’s consent to irrevocably. It cannot therefore cancel it, except with the Supplier’s express and prior agreement. Consequently, if the Customer requests the cancellation of all or part of the order, the Supplier shall be entitled to demand performance of the contract and full payment of the price. In the event of termination of the contract or « cancellation of order » granted by the Supplier, the installments already paid shall remain with it as first indemnity and the Customer shall indemnify it for all costs incurred and all direct consequences. and the resulting indirect effects.

Guarantee of conformity and hidden defects:

The guarantee of conformity and hidden defects of the Product is subject to the specific guarantee conditions of the manufacturer of the said Product. the Seller does not grant any warranty to the Customer beyond that provided by the manufacturer of the Product sold.

In all cases, the Seller’s warranty is subject to the conditions defined below.

The Customer is required at the time of delivery to check the Product, its quality, its quantity and its conformity with the order. The Customer is deemed to accept the goods delivered in the absence of reservations expressed by him on the delivery slip.

Without prejudice to the provisions to be made vis-à-vis the carrier (Article L.133-3 of the Commercial Code), complaints about apparent defects or non-compliance of the product delivered with the product ordered or the delivery note, must also be made by registered letter with acknowledgment of receipt within eight (8) working days following delivery of the products. After this period, no complaint can be taken into account. Any legal action taken in this respect must be brought within one year of delivery, failing which, it will be time-barred.

In the event of a hidden defect, the Customer must inform the Seller by registered letter with acknowledgment of receipt within eight (8) working days following the discovery of the hidden defect. Any legal action brought in this respect must be brought within one year of the discovery of the defect, failing which it will be time-barred.

Failing compliance with the above obligations, the Customer will be presumed to have waived any action against the Seller. It will be up to the Customer to provide any justification as to the reality of the defects or non-conformities observed. Subject to the manufacturer’s warranty conditions and if the defects or non-conformities reported within the aforementioned deadlines are proven, the Customer may obtain the replacement or reimbursement of the Products at the Seller’s option, excluding any compensation or damages and interests and this, notwithstanding any clause to the contrary appearing in any general conditions of purchase of the Customer. In the event of cessation of activity of the manufacturer for any reason whatsoever, no warranty shall be due by the Seller. If the manufacturer ceases to market the Product, only reimbursement of the price may be required.

Under the legal guarantee against hidden defects, subject to the conditions of the manufacturer’s guarantee, only the free replacement of elements recognized as defective may be required, to the exclusion of any other compensation for any reason whatsoever. In the event of assembly of the products delivered by the Seller with products from third parties, any right to warranty and/or damages is formally excluded.

The application, the implementation of the Products marketed by the Seller not being carried out by him, these engage only the responsibility of the Customer.

the Seller declines all responsibility for any defects or deterioration caused by natural wear and tear due to incorrect assembly, faulty maintenance or any modification of the product not foreseen or specified by the Seller.

Any Product return must be subject to a prior formal agreement between the Seller and the Customer; a “Return slip” document will then be sent to the Customer and must imperatively be attached to the packages. The risks of returning the Products are the responsibility of the Customer.

The introduction of a complaint, whatever the cause, and even if it is made within the prescribed period, cannot allow the Customer to delay the payment of a sum which has reached its normal due date.

Tariff / Price:

The prices are established in Dollard CAD, excluding taxes and duties, transport, insurance, packaging, and unless expressly agreed otherwise, at the disposal « ex factory » or warehouses of the Supplier.
The prices correspond exclusively to the products and services specified in the offer, taking into account the constituent elements of the accepted order.
Services and additional supplies are invoiced in addition. Unless otherwise agreed, specific or application studies and pre-studies are not included in the price. The application of article 1223 of the Civil Code relating

Offer:
Under the terms of article 1117 of the Civil Code, « The offer lapses upon expiry of the period set by
its author or, failing that, after a reasonable period. » In the absence of a deadline specified by the
Supplier, the « firm deadline » within the meaning of this article will be a deadline of one month. Beyond this period
fixed, the price may be updated, taking into account the evolution of costs of returns.

Account opening and normal character:
Any order placed may be subject to the opening of an account by the Supplier, which may be subject to conditions, which will be brought to the attention of the Customer. Moreover, The Supplier reserves the right to refuse any order presenting a abnormal or exorbitant character or which would be disproportionate to the Client’s financial needs or capabilities. 

Liability for defective products:
The liability of the Seller and its suppliers can only be engaged on the basis of liability for defective products in the event of willful misconduct or gross negligence, except in the case of bodily injury.

The action must be brought within one (1) year from the date on which the damage and the author thereof are known. Any liability of the Seller is excluded in the event of slight negligence. the Seller cannot under any circumstances be required to bear any costs other than those charged to it under this warranty. Under no circumstances can the Seller be held liable for any immaterial damage such as loss of profits, loss of production, etc. caused to the Client. Any claim for damages resulting from damage to the Customer’s professional property based on liability for defective products is excluded.

Exemption from liability in the event of force majeure:

The Seller’s obligations will be suspended in whole or in part ipso jure and without formality and its liability released in the event of the occurrence of a case of force majeure understood as any event beyond its control which could not reasonably have been foreseen at the time of delivery. of the Ordinance and whose effects cannot be avoided by appropriate measures, in accordance with article 1218 of the Civil Code. The following events will be considered as cases of force majeure, without the Seller having to establish that they have the characteristics defined in article 1218 of the Civil Code:
• War (declared or not), civil war, riot and revolution, act of piracy,
• Sabotage, requisition, confiscation, nationalization, embargo and expropriation,
• Natural disaster such as violent storm, cyclone, earthquake, tidal wave, flood, destruction by lightning,

• Epidemic or pandemic, i.e. the development and spread of a contagious disease on national territory or internationally, such as in particular all viruses belonging to the coronavirus family (SARS-CoV, SARS- CoV-2 also says « Covid-19 », etc.),

• The measures taken by the competent authorities intended to limit the spread of an epidemic or a pandemic within the framework of a declaration of a state of health emergency in the event of a health disaster endangering, by its nature and its seriousness, the health of the population pursuant to articles L.3131-12 and following of the public health code, in the context of a serious threat to health (articles L.3131-1 and following of the public health code public) or outside of any declaration of a state of health emergency, such as in particular measures prohibiting and/or restricting the movement of people and vehicles, the confinement of cities or some of them, the temporary closures of one or more categories of establishments open to the public (shops, businesses, etc.), regulation of the conditions of access and presence of one or more categories of establishments open to the public, etc.,

• Accident, in particular of tools, machine breakage, explosion, fire, destruction of machines, factories and installations of any kind,
• Interruption or delay in transport, failure of any carrier, impossibility of being supplied for any reason whatsoever,
• Failure of a third party,
• Boycott, strike and lockout in any form whatsoever, work-to-rule, occupation of factories and premises, work stoppage occurring in the Seller’s businesses,
• Act of authority, whether lawful or unlawful, arbitrary or not,
• Proven shortage of raw materials, packaging or any other element necessary for the production or packaging of the Products, quality defect or poor quality of the raw materials.

In the event of the occurrence of a case of force majeure within the meaning of this article, the Seller will notify the Customer as soon as possible by email confirmed by registered letter with acknowledgment of receipt. The Seller’s obligations will be automatically suspended for the time it is unable to perform them due to the case of force majeure invoked.

 

Retention of title:

The Products sold remain the property of the Seller until full payment of the invoices, in accordance with articles 2367 to 2372 of the Civil Code. In this respect, does not constitute a payment within the meaning of this clause, the delivery of a draft, a bank or postal check or any title creating an obligation to pay. Payment can only be considered made upon effective receipt of the Price agreed by the Seller.

If the Products, subject to retention of title, are resold by the Customer, the Seller’s claim will automatically be transferred to the claim for the price of the Products thus sold by the Customer. The Customer undertakes to inform the sub-purchaser of the existence of the retention of title clause and of the right that the Seller reserves to claim from his hands, either the goods, or the resale price up to the amount of his credit. in principal, interest and costs. The Customer hereby assigns to the Seller all claims resulting from the resale of the unpaid Products subject to retention of title.

In the event of proceedings for the safeguarding, recovery or judicial liquidation of the Customer, the Products may be claimed, in accordance with the legal and/or regulatory provisions in force. In the event of partial or total non-payment, the Products in stock will be deemed to correspond to the unpaid receivables. In accordance with Articles L. 624-9 and L. 624-16 of the French Commercial Code, notwithstanding any clause to the contrary, this retention of title clause is enforceable against the Customer.

the Seller is already authorized by the Customer, who accepts it, to have an inventory drawn up and/or placed in sequestration of the unpaid Products held by him. All installments previously paid will remain acquired, in their entirety, to the Seller as a penalty clause.

The Customer will thus be held solely responsible for all risks of deterioration, loss, partial or total destruction, whatever the cause of the damage, even if it is a case of force majeure. The Customer must therefore insure the Products subject to retention of title, stipulate in the insurance policy that any compensation will be paid directly to the Seller and provide the Seller, at its first request, with any proof of the insurance thus taken out.

The Customer undertakes to inform any third party, in particular in the event of seizure, of the fact that the Products subject to the retention of title clause belong to the Seller, and to inform the Seller immediately of any seizure or similar operation.

 

The availability of products

The products are offered for sale within the limits of available stocks and supply possibilities from MC RIYAL10 suppliers.

The availability of the products will be definitively validated during the 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 during the preparation of the customer’s order, MC RIYAL10 undertakes to contact the customer by e-mail in order to indicate to him within what period this product could, if necessary to be delivered.

In case of impossibility of supply of a product, it will be proposed to the customer to refer to another product of quality, characteristics and equivalent price or to cancel his order. In case of cancellation of the order of the product concerned by the customer, the refund of the unavailable product will be made at the latest within 14 days following the collection of the sums paid by the customer. The refund is made on the same means of payment as that used during the order.

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