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S.E.L.D. GENERAL TERMS AND CONDITIONS OF SALE


1. DEFINITIONS


S.E.L.D. : the company with capital of 80,000 euros, whose Head office are situated 6 Rue Jules Guesde 69360 St Symphorien d'Ozon , FRANCE is registered with the RCS Lyon under number 951 501 150 0066. Client: any business relationship with S.E.L.D. for the supply of Products.
Product (s): any Product supplied by S.E.L.D.


2. ACCEPTANCE – APPLICATION


Building relationships with S.E.L.D. implies unreserved acceptance of these Terms and Conditions, except in case of refusal notified in writing to S.E.L.D. before delivery of any Product. Relations between S.E.L.D. and Customer are exclusively governed by these Terms and Conditions which shall prevail over all other conditions, excepting those approved through explicit, written consent by S.E.L.D.


3. ORDERS


S.E.L.D. is not bound by orders made by its representatives or employees only upon written acceptance by S.E.L.D. In the absence of such agreement, S.E.L.D. cannot be held to any commitment. Orders, after their acceptance by S.E.L.D., cannot be changed or canceled without the express consent of S.E.L.D. All resultant costs and expenses shall be charged to the Client. Any request for modification or cancellation must be submitted in writing. 4. DELIVERY
Delivery costs outside mainland France shall be definitely at the Client’s expense. Delivery times are indicated on the acceptance of the order or, failing that, those specified in the order. S.E.L.D. cannot be held liable for delay in delivery, provided that the customer is informed. In case of late delivery for more than 30 days, the Customer may cancel the order and may obtain the refund of his payments, excluding any other compensation or damages.
S.E.L.D. may outright suspend any delivery, without any formality, in case of non-fulfillment by the Customer of its obligations towards S.E.L.D.


5. SPECIAL EVENTS


Upon the occurrence of circumstances that impede the normal performance of obligations S.E.L.D., even if the circumstances do not constitute a case of force majeure, S.E.L.D. may suspend performance of its obligations during the period of these circumstances, subject to notify the Client. If these effects would extend beyond 30 days, the Customer has the right to cancel any orders delivered within the terms of Article 5 above. Are included in this section civil or foreign war, insurrection , riot, civil commotion , acts of terrorism , strikes , lock- outs , social unrest , natural elements , natural disasters , blockade , embargo, inadequate supplies, acts of government or national or international authorities, all applicable laws and regulations, all difficulties in obtaining raw materials, energy sources , equipment or means of transport.


6. RISKS


Delivery of the Products, as defined in these Terms and Conditions operates transfer of risk to the customer. In case of damage or of missing, it is up to the Customer to make any necessary observations and to confirm its reserves by registered letter with acknowledgment of receipt to the carrier.


7. RECEPTION


Complaints regarding defects or non-compliance of the delivered Products shall be made in writing within 15 days by the reception of the goods. For lack of complaint within this period, the Customer is deemed to have accepted the delivered Products without reserve and given up any complaint. It is up to the Customer to provide any justification as for the reality of defects or anomalies. He will have to let S.E.L.D. proceed easily to the observation of these defects in order to remedy and will not intervene or involve a third party for this purpose, unless expressly agreed by S.E.L.D.


8. RETURNS OF GOODS


In the case of visible defects or non-compliance of the delivered products giving rise to the claim as provided above, S.E.L.D. may decide the immediate replacement of defective products (this decision in no way implying an admission of guilt) and may request either a full or partial return of defective products or their destruction. In case of failure of the return of the Products or of the production of a certificate of destruction, Products supplied as replacement will be charged to the Customer who agrees to pay the price. Products may not give rise to the replacement free of charge or to the refund only with the agreement of S.E.L.D. after qualitative and quantitative verification of the Products by S.E.L.D. Risks regarding return are always the responsibilities of the Client.


9. WARRANTY


S.E.L.D. undertakes to deliver a product in compliance with product sheets describing their specification. The acceptance of the specifications, by the Client, takes renunciation of the Customer of any complaint relative to Products presenting characteristics identical or equivalent to the specifications. In the event that the Product would not be in compliance with the specifications, he cannot be considered as non-corresponding when this difference was not reasonably predictable. Under warranty, the only obligation falling to S.E.L.D. will be the free replacement of the defective Products.


10. WARRANTY EXCLUSIONS


The warranty of Products being limited to their conformity with the specifications, its application is excluded in case of reaction of Products to the materials to which they would be associated by the Customer or in case of use of Products not in compliance with the indications supplied by S.E.L.D. The warranty of Products does not cover their adequacy to the use for which the Customer intends them. The warranty of Products does not cover either the relevance of the methods of tests used face to face by the use for which the Customer intends Products. All the defects that may have been identified by tests whose realization would have been negated by the customer are excluded from the S.E.L.D. warranty.


11. RESPONSIBILITY


S.E.L.D. responsibility is strictly limited to the delivery of products and their warranty as specified above. The amount of compensation payable by S.E.L.D. under its responsibility towards the Customer or third parties is limited to the amount cashed for the initial sale of these defective products.


12. PRICE


Product price is the price indicated by S.E.L.D. when acceptance of the order. These prices are excluding taxes, duties and charges of tax, customs or otherwise, without discount, rebate and deduction, net prices, freight costs outside France is still the responsibility of the Client. All taxes, fees or other benefits payable under French regulations or those of an importing country or countries of transit are the responsibility of the Client.


13. PAYMENT


Invoices are payable at S.E.L.D. headquarters prior to shipment or Pick-up ; excepted when other payment conditions have been accorded by S.E.L.D. to the customer by written means. Payment can be made outside the European Union either by irrevocable (and confirmed by a French bank) letter of credit, or bank transfer. Inside the European Union, letter of credit, bank transfer, check, draft or cash may be used. Only the actual payment of funds constitutes payment. The delivery of a bill or a check does not constitute payment. The currency of account and payment is specified in the acceptance of the order or, failing that, the Euro currency. In case of late payment, S.E.L.D. may suspend all pending orders, without prejudice to any other action. The Customer will be liable to pay full interest on arrears calculated on the full amount remaining due to an interest rate equal to one and a half times the legal interest rate law, from the date of repayment and until full payment, in default of payment within 8 days after sending a notice. The amounts will be further increased by a fixed penalty of 10% for expenses of collection. The Client shall pay all costs incurred by the litigation recovery of sums due, including professional officer costs and attorneys' fees as well. S.E.L.D. may, of right, by notification cancel the sale and cancel any pending order and if necessary seek interim relief, restitution of the Products delivered without prejudice to any other damages. All sums due to S.E.L.D., whatever their payment deadline then become immediately payable. Under no circumstances payments may be suspended or subject to any compensation without the prior written S.E.L.D. agreement. S.E.L.D. may condition any delivery to the constitution guarantees payment or cash payment or order.


14. RETENTION OF TITLE


The Products remain the property of S.E.L.D. until full payment of the principal, fees and accessories. Rights under the retention of title may be exercised on products and any monies, right or claim which replaces it, including their resale prices, even embedded in other products, any allowance insurance or other. If the law of the country where the Products are located does not allow the retention of title, S.E.L.D. will have all other rights in the Products that the law allows him to have. The Client shall immediately notify S.E.L.D. any threat of entry, enforcement action or any other third party intervention on products to enable S.E.L.D. to object and preserve its rights.


15. INTELLECTUAL PROPERTY RIGHTS – CONFIDENTIALITY


The Customer is informed that the products are covered by intellectual property rights. The delivery of Products can in no way be deemed to constitute an authorization of any intellectual property rights. The Customer is not allowed to use any S.E.L.D., MECATECH, DAGANAUD and GDA brands and any other brands under S.E.L.D. Products. The information provided by S.E.L.D. with the supply of Products are confidential and the Customer agrees not to use it other than for the sole use of the Products.


16. CLIENT


The obligations of the Customer, including the duties of prudence and diligence, must be assessed by their capacity as a Product professional, with a thorough knowledge of their restrictions and conditions of use.


17. MISCELLANEOUS


The fact that S.E.L.D. does not prevail at a given moment, of any clause of these Terms of Sale, cannot be construed as a waiver of any subsequent clause of these Terms of Sale.
Wherever possible, each clause hereof shall be interpreted to give effect and validity under applicable law. If any clause is declared invalid or non-applicable by a competent court in special circumstances, such clause shall remain in effect in all other circumstances.


18. APPLICABLE LAW - JURISDICTION


These Terms of Sale are governed by French law. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is not applicable to the sale of the Products.
Only the court within whose jurisdiction is located the headquarters of S.E.L.D. will have exclusive jurisdiction in case of dispute or disagreement relating to the Products or these terms and conditions. S.E.L.D. may, however, waive the benefit of this grant of jurisdiction and take all other courts of its choice. This grant of jurisdiction applies even in cases of emergency, an appeal as collateral, incidental demand or multiple defendants, regardless of the method and terms of payment.