General terms and conditions of sale

Published on 01/01/2020

1 – Scope

These General Terms and Conditions of Sale (“GTCS” ) define the conditions under which PHYTO-ELAN FRANCE sarl,(“ PHYTO-ELAN ” “we” “us” “our”) a limited company with a capital of 40,000 € registered at the trade and companies register of Bourg en Bresse under the number 831  539 747 with headquarters in 30 rue Auguste Piccard – 01630 Saint Genis Pouilly, provides its professional customers (the “Customer” “you” “your” “yours”)  who request it, via its website the products of the brand SANIRIS: www.saniris.fr, by telephone or by written request, the following products commercialized by PHYTO-ELAN (“Products”).

These GTCS form the sole basis of the business relationship between PHYTO-ELAN and the Customer. They apply without restriction nor exception to all sales agreed between PHYTO-ELAN and the Customer, regardless of the clauses that may appear on the Customer documents, and in particular its general terms and conditions of purchase.

These GTCS are systematically communicated to any Customer who request them, to enable him to place an order with PHYTO-ELAN. Any order of Products implies, on the part of the Customer, acceptance of these GTCS.

PHYTO-ELAN reserves the right to modify or waive any of the terms and conditions of these GTCS, depending on the negotiations conducted with the Customer, by the establishment of Special Terms and Conditions of Sale.

2 – PHYTO-ELAN Products

The Products offered for sale by PHYTO-ELAN are those listed on our paper and electronic catalogs and on our website under the brand name SANIRIS (hereinafter together the “Catalog”), available in paper format or in electronic version on our internet site.

PHYTO-ELAN can also offer custom-made products, products that are customizable and/or products not included in the Catalog on specific order of the Customer.

The descriptions and information of the Products appearing on the SANIRIS Catalogs are provided to the Customer for information purposes only, and are not exhaustive. You must comply with the product manufacturer’s instructions for use delivered with the Product or available on the SANIRIS website. The illustrations of the Products in the Catalog do not have a contractual value.

In the event that a Product should prove to be unavailable, PHYTO-ELAN reserves the right to replace it with a Product of equivalent quality to the one initially ordered.

3 – Orders

3.1 Any order placed in application of these GTCS must imperatively include the following information:

  • Order date;
  • Customer’s company name with its registered professional number for professional customers;
  • Customer name
  • SANIRIS references for the Products ordered;
  • Quantities and names of Products ordered;
  • Order number;
  • Exact delivery address;
  • Person to contact for delivery with telephone’s information;
  • Invoicing address;
  • Customer’s and recipient’s contact details (telephone number and e-mail address);

3.2 Orders can be placed through the following means:

– On the Internet site www.saniris.fr
– Through our e-business solutions, the terms and conditions of which are detailed below;
– By e-mail: commande@phyto-elan.fr
– By phone: +33 (0) 450 13 78 65
– By normal mail at the following address: PHYTO-ELAN 30 rue Auguste Piccard – 01630 Saint Genis Pouilly – France

Sales are validated only after express acceptance and by written confirmation of the Customer’s order by PHYTO-ELAN, which will ensure in particular the availability of the Products requested.

The acknowledgment and acceptance of the order is confirmed by an e-mail sent to the address indicated by the Customer in the order.

For orders placed via our website, the registration of an order is carried out after acceptance of these GTCS, by ticking the box provided for this purpose, and after validation of the order by PHYTO-ELAN.

It is specified that the data recorded in our computer system is proof of all the transactions concluded with the Customer. PHYTO-ELAN reserves the right to cancel or refuse any order from a Customer with whom there is a conflict over the payment of a previous order.

4 – Prices

The Products are offered at the PHYTO-ELAN prices in force on the day of the placing of the order. These prices are binding and not revisable during their period of validity, as indicated on our Catalog or, if needed, under the conditions agreed with the Customer. The prices are likely to vary in the event of exceptional changes in the price of raw materials, limited-time promotional offers, and/or changes in the regulations relating to eco-contributions, or other taxes. The reference price is the one indicated on our website www.saniris.fr at the time the order is placed.

All our prices are displayed in euros and exclude taxes. They include the eco-participation for the Products that are subject to it. They do not include shipping, possible customs duties or insurance, which remain the responsibility of the Customer. Delivery charges are invoiced for any order whose amount is less than 150 € excluding taxes.

5 – Terms of payment

The price is payable in full, within 30 calendar days from the date of issue of the invoice.

PHYTO-ELAN can issue both electronic and paper invoices. Electronic invoices are considered as original invoices in application of Articles 286 and 289 of the General Tax Code.
By accepting these GTCS you agree to receive invoices in electronic format.

Payments can be submitted in the following methods:

  • by bank transfer, if you have a customer account, using the bank information reported on the invoice.
  • by check; in the case of a first order, you must have filled in your registered professional number at the time of your registration.
  • In case of payment by check, it must be issued by a bank established in metropolitan France or Monaco. Checks are immediately cashed.
  • by credit card CB, MasterCard®, Visa®, American Express® directly on line on our website. The payment is secured.

For any other method of payment, you are invited to contact our customer service at + 33 (0) 450 13 78 65

Payments will only be considered finalized once the amount due has been received.

In case of early payment, a discount will be calculated on the basis of 0.5% per whole month.

In accordance with article L. 441-10 of the French Commercial Code, in the event of late payment of the amounts due by the Customer beyond the above-mentioned deadline, late payment penalties equivalent to 3 times the legal interest rate will be automatically and by right acquired by PHYTO-ELAN, without any formality or prior formal notice.

In the event of non-compliance with the terms of payment listed above, PHYTO-ELAN also reserves the right to suspend or cancel the delivery of orders in progress on the part of the Customer or to interrupt the execution of its obligations.

Finally, a lump-sum indemnity for collection costs, in the amount of 40 euros, shall be due by the Customer, ipso jure and without prior notification, in the event of late payment. PHYTO-ELAN reserves the right to ask the Customer for additional compensation if the collection costs actually incurred exceed this amount, upon presentation of supporting documents.

6 – Discounts and Rebates

The Customer may benefit from discounts and rebates on PHYTO-ELAN’s prices, depending on the quantities purchased or delivered, at one time and in one place, or on the regularity of his orders.

7 – Shipping

7.1 Terms of shipping.

The Products ordered by the Customer, excluding customized, personalized or off-catalog products, will be shipped within an average period of 15 working days.

The shipping of customized, personalized or off-catalog Products is subject to the deadlines agreed between PHYTO-ELAN and the Customer.

The order may be the subject of two shipments and, possibly, two deliveries when the Products are not stored or available in the same warehouse. In this case, the information is specified in the acknowledgment of receipt of the order issued by PHYTO-ELAN.

Shipments are made from Monday to Friday. Deliveries occur during working days and are independent of our control.

It is specified that the time limits mentioned above are not strict time limits. Consequently, PHYTO-ELAN cannot be held liable towards the Customer in the event of a delay in delivery not exceeding 7 working days.

In the event of a delay of longer than 7 working days, the Customer may request the cancellation of the order. Any deposit paid will then be refunded by PHYTO-ELAN.

In no case PHYTO-ELAN can be held liable in the event of delay or disruption of delivery due to the Customer or in the event of unforeseen circumstances.

7.2 Location and Terms of Delivery

Delivery shall be made to the address provided by the Customer on the Order Form by direct delivery of the Products to the Customer. All deliveries shall be accompanied by a delivery slip.

PHYTO-ELAN is committed to delivering Products in accordance with the order and in packaging conditions sufficient to preserve their integrity.

PHYTO-ELAN reserves the right to make partial and/or early deliveries of the Products.

Shipments will be carried out by partner carriers independent of PHYTO-ELAN.

7.3 Complaints

Upon receipt of the Products, it is the Customer responsibility to verify, in the presence of the carrier, the good condition of the Products delivered. In the event of loss or damage upon receipt, the Customer must express any complaints in accordance with Articles L. 133-3 and following of the French Commercial Code.

The Customer shall dispose of a period of seven (7) calendar days from receipt of the Products ordered to submit a written complaint.

No claim can be duly accepted in the event of non-compliance with these procedures by the Customer.

PHYTO-ELAN will replace, as soon as possible and at its own expense, the Products delivered whose lack of conformity has been duly proven by the Customer.

8 – Ownership Rights. Transfer of Risks

Unless otherwise determined in writing by us, PHYTO-ELAN reserves, until full payment of the price by the Customer, a right of ownership on the Products sold, allowing it to reclaim the said Products. Any deposit paid by the Customer will remain the property of PHYTO-ELAN by way of lump sum compensation, without prejudice to any other actions that PHYTO-ELAN may be entitled to take against the Customer as a result.

However, the risk of loss and deterioration is transferred to the Customer upon delivery of the Products ordered.

9 – Related Services

PHYTO-ELAN is able to offer the Customer services associated with the sale of its Products. The terms and conditions of the associated services are specified in a separate contract signed between PHYTO-ELAN and the Customer.

10 – Returns

The Products (excluding custom-made and personalized packaging products) listed in the current Catalog and which do not correspond to the Customer’s expectations, may be returned to PHYTO-ELAN under the following conditions:

  • The Customer must send PHYTO-ELAN a request for return within a maximum period of fifteen (15) calendar days from the date of delivery of the Product concerned;
  • The returned Product must be in perfect condition, without having been used, accompanied by its invoice and by all its accessories and documentation, and in its original unaltered packaging;
  • Except in the case specified in the following article, custom-made or personalized Products may not be returned.
  • Handling and shipping costs for both sale and return shipments are at the charge of the Customer.

If the above-mentioned conditions are met, PHYTO-ELAN will provide the Customer with a file reference as well as the instructions to be followed concerning the return procedure.

PHYTO-ELAN may, at its sole discretion, choose between:

  • Product exchange. In the event of a difference between the price of the Product to be exchanged and the price of the Product initially ordered, the Customer will be invoiced for the additional price if the price is higher or PHYTO-ELAN will issue a credit note corresponding to the difference if the price displayed is cheaper.
  • Issuing a credit note for an amount equivalent to that initially invoiced. This credit note will then be credited to the Customer’s account and will be valid for one (1) year.

11 – Warranties

The Products benefit from a guarantee covering the non-conformity of the Products to the order and any hidden defect, resulting from a defect in material, design or manufacture making the Products unfit for use. This warranty is valid for a period of one (1) month for the Products and for a period equal to that specified in the technical data sheet of the Product concerned or in the Catalog for non-consumable Products, from the date of delivery.

This warranty is limited to the replacement or reimbursement of Products that do not conform or are defective. The packaging and transport costs generated by the return and reshipment of the Products will be at PHYTO-ELAN’s expense.

The benefit of the warranty is subject to the following conditions:

(i) upon receipt by PHYTO-ELAN of a letter sent by registered letter with acknowledgment of receipt notifying the observed defect, where it is specified the apparent defects; this letter must reach PHYTO-ELAN within (thirty) 30 days following the delivery of the Product concerned or following the signature of the bill of completion of services (for products that have been the object of associated services);

(ii) upon return of the Product concerned, accompanied by the corresponding invoice. As far as the Product affected by an apparent defect is concerned, it must be returned in its original packaging or equivalent packaging ensuring its protection, in particular during shipment;

(iii) PHYTO-ELAN’s acknowledgment of the claimed defect.

The conventional warranty is excluded under the following assumptions:

  • Expired Product, in the case of Products with a use-by date of use or consumption;
  • Unusual or improper use of the Product with regard to its specifications, or negligence on the part of the Customer in the storage, maintenance or handling of the Product;
  • Normal wear out of the Product.

PHYTO-ELAN will replace or repair Products or parts under warranty that are found to be defective. This warranty also covers the cost of labour.

13 – Intellectual Property

PHYTO-ELAN retains all industrial property rights, and intellectual property relating to Products, photos and technical documentation that cannot be communicated or reproduced without written authorization. PHYTO-ELAN reserves the right to object, to stop or seek redress for any use considered unfair, constituting an act of parasitism commercial, or contrary to its image or to the rights that have been granted, in particular in the event that has been noted the use of the trademarks registered by PHYTO-ELAN.

14 – Limitation of liability

Except contrary mandatory legal provisions, the liability of PHYTO-ELAN cannot be claimed (i) after more than six (6) months following the occurrence of the event giving rise to the damage and be claimed (ii) only on proven and exclusive fault of PHYTO-ELAN in its realization.

The maximum amount of compensation likely to be paid by PHYTO-ELAN may not exceed the total amount excluding taxes invoiced to the Customer under the line item of order having generated the damage, except in the case of personal injury.

Liability cannot be sought in the event of consequential damage such as prejudice or disturbance of the business, loss of customers, loss of profit, revenues or operating loss, loss of brand image or loss of data – and this list cannot be considered exhaustive.

15 – Unforeseeable circumstances

PHYTO-ELAN cannot be held responsible if the non-execution or delay in the execution of any of its obligations is due to unforeseeable circumstances, according to article 1218 of the Civil Code.

16 – After-sales service. Claims.

For any question relating to your order or in the event of a complaint, the Customer is invited to contact our after-sales service by e-mail, by telephone or via our on line form, at the addresses and/or numbers indicated below. All complaints must be sent using the on line contact form or by registered mail with acknowledgment of receipt.

E-mail address: contact@saniris.fr

Mail address: 30 rue Auguste Piccard, 01630 Saint Genis Pouilly, to the attention of “Service après-vente”.

17 – Assignment of jurisdiction

All disputes to which these GTCS and the agreements resulting from them may give rise, concerning their validity, interpretation, execution, resolution, consequences and follow-up will be submitted to the Court of Bourg en Bresse, France.

18 – Privacy Policy

As part of the execution of the contract, PHYTO-ELAN may collect personal data relating to the Customer or its employees or agents, and keep them for a period not exceeding the purposes for which they were collected.

This information is processed and stored under conditions designed to ensure its security and confidentiality in accordance with the regulations in force. For any information concerning the data collected or your rights, please consult our privacy policy.

19 – Applicable law – Language of the contract

These GTCS and the purchase and sale operations resulting from them are governed by the French law.

They are written in French. In the event that they are translated into one or more languages, only the French text shall be considered binding in the event of a dispute.

20 – Customer Acceptance

The above GTCS, as well as the prices and the rates concerning discounts and rebates, are expressly approved and accepted by the Customer, who declares and acknowledges having perfect knowledge of them, and therefore waives the right to rely on any contradictory document and, in particular, its own general terms and conditions of purchase.