General Terms and Conditions of Sale (GTCS)

1. Enforceability of the general terms and conditions of sale – conclusion of the contract

The purpose of the present general conditions of sale (hereinafter referred to as the General Conditions of Sale) is to regulate the relationship between ECOSY BOATING (hereinafter referred to as “the Seller”) and the customer (hereinafter referred to as “the Buyer”). Any sale of products marketed by the Seller to its private or professional customers (“the Buyer”) is subject to the General Terms and Conditions of Sale in effect at the time the order is placed. The fact that the Buyer places an order with the Seller implies, as an essential and determining condition, its full, express and unreserved acceptance of these General Conditions of Sale to the exclusion of any other document. No special condition may, unless formally accepted in writing by the Seller, prevail over the General Terms and Conditions of Sale. In particular, the General Terms and Conditions of Sale shall prevail over any clause to the contrary that may appear in Buyer’s documents or correspondence.

If the Buyer renounces its order or refuses to take delivery, the contract shall be automatically terminated and the deposits paid shall be retained as compensation, without prejudice to any other damages.

2. Products – orders

   2.1. The Products

The products offered for sale by the Seller are those available in its catalog at the time of placing the order by the Buyer (the Products). It is reminded that the mentions appearing on the documents that may accompany the proposals of Products, have a simple informative and non-contractual value.

2.2. Product orders

Orders for Products from Seller shall be placed by any written means by Buyer. Any order received by Seller shall become final only after express written acceptance of the order by Seller by any means and after receipt by Seller of the Order deposit. The Seller reserves the right not to accept an order in the event of a change in the Buyer’s situation, in particular financial, or payment incidents. In any event, Seller’s acceptance, even in writing, shall be subject to the condition that, until delivery to Buyer’s premises of all or part of the order, no financial risk or other element of such a nature as to call it into question shall have arisen.

3. Deliveries

The Products are sold ex logistic platform of the Seller and travel at the expense, risk and peril of the Buyer.

3.1. Delivery times for the Products

Deliveries are made according to availability and in the order of arrival of orders. The Seller is authorized to make deliveries in one go or in several times. Delivery times are understood to be from the date of the order confirmation by the Seller and are subject to the Seller’s supply possibilities. These delivery times are given as an indication only and delays in delivery and/or partial deliveries may not give rise to penalties, compensation, damages, withholding, refusal of Products or cancellation of orders in progress. Any modification of an order linked to an additional request from Buyer, if any, made with the authorization of Seller, shall result in an automatic extension of the delivery period provided for in the terms communicated by Seller to Buyer. Buyer shall not be entitled to claim damages as a result. The Seller shall be released from its obligations in the event of any Force Majeure event as defined in Article 8 below which prevents or delays the manufacture and/or delivery of the Products, without indemnity or damages. The following events shall have the same consequences as a Force Majeure event, even if they do not meet the legal and jurisprudential conditions, discharging the Seller from its obligation to deliver:

• Events occurring at Seller and/or its subcontractors, such as lockouts, riots and acts of terrorism, lightning and/or electrical surges,

• Fire, strikes, epidemics, embargoes affecting Seller’s supply, accidents, particularly of tools, interruption or delay in transportation, impossibility of being supplied, shortage of raw materials.

The Seller shall keep the Buyer informed of the possible occurrence of the cases and events listed above. In any event, timely delivery shall be possible only if Buyer is current with its obligations to Seller, regardless of the cause thereof.

   3.2 Making available

The delivery of the Products takes place, unless expressly stipulated on the order form, at the time of their availability at the Seller’s logistics platform. The transfer of risks related to the Products is transferred at the time of collection of the Products by the Buyer. In this case, delivery shall be deemed to have been made by simple notification of the availability of the Products by the Seller to the Buyer, by any means. If Buyer fails to collect the Products from Seller’s premises within two (2) months of Seller’s notice of availability or refuses to accept them, the delivery period having expired, Seller shall be entitled to store the Products at Buyer’s expense and to claim reimbursement of the transportation and storage costs. The reservation of title clause set forth below shall not affect the transfer of risk in the Products to Buyer.

​   3.3 Shipping Conditions

When the Parties have expressly agreed that the Seller shall ship the Products, the Seller shall be responsible for organizing the transportation only. In any event, in this case, the Products travel at the risk and expense of the Buyer, regardless of the shipping method.

​   3.4. Reservations to the carrier

The Buyer must, upon receipt, make any reservations to the carrier, if necessary, in order to safeguard its rights. In the event of damage, delays or shortages caused by the transport of the Products, and regardless of the place of delivery, the Buyer must

– record the reservations with the carrier on the receipt document which he must sign and date.

– confirm the complaint by registered letter with acknowledgement of receipt within 48 working hours following the delivery of the Products to the carrier and send a copy to the Seller; failure by the Buyer to notify the reservations within the above time limit shall extinguish any recourse by the Buyer against the carrier and the Seller, the Products being considered as accepted as is by the Buyer.

– The Buyer shall keep the Products concerned at the disposal of the carrier or of the expert of his insurance company after the date of sending the registered letter. Any damaged Products reimbursed to the Buyer by the carrier shall become the property of the latter.

– The Buyer shall return the Products to the Seller after having obtained the Seller’s prior written consent.

4. Non-conformity with the order – Apparent defect – Return of the Products

   4.1. Principles

Any possible complaint concerning an apparent defect or a non-conformity of the Product in relation to the Buyer’s order accepted by the Seller,

other than those relating to a transport problem, must be made in writing by registered letter with acknowledgement of receipt and sent to the Seller within thirty (30) calendar days following the provision or delivery of the product by the Seller in order to be admissible. After this period, no complaint concerning apparent defects or the conformity of the Products to the order shall be taken into account by the Seller. If the Buyer receives the Products without reservation or if reservations are made after the complaint period provided for in this article, this shall cover any apparent defect and/or non-conformity with the order.

4.2 Return of the Products

The return of Products is done exceptionally and under the conditions hereafter and after agreement of the Seller. Whatever its origin, the complaint must define precisely and in writing the apparent defects or non-conformities noted in relation to the order. The Buyer must also provide any justification as to the reality of the non-conformities noted. The costs and risks of the return are always at the expense of the Buyer. In the event of apparent defect or non-conformity of the delivered Products duly noted by the Seller under the conditions provided for in the preceding article, the Buyer may obtain free replacement or reimbursement of the Products, at the Seller’s discretion, to the exclusion of any indemnity or damages.

5. Guarantee

The Seller guarantees the conformity of the Products to the specifications appearing in the order and to the French and European legal and regulatory provisions in force at the date of the order.

Seller’s obligation under the warranty for the Products shall be limited to the repair or replacement of defective parts, at Seller’s option, for any defect that appears within twelve (12) months from the date of delivery. The warranty on repaired or replaced parts shall in any event expire twenty-four (24) months after the first delivery of the original parts. However, the warranty for spare parts supplied to Buyer shall in any event be limited to twelve (12) months from the date of delivery. Parts replaced during the warranty period shall become the property of Seller.

The warranty is subject to Buyer notifying Seller within forty-eight (48) business hours of the occurrence of a defect and Buyer giving Seller a reasonable opportunity to examine the defect.

This warranty is excluded in the following cases:

• Modifications or interventions by Buyer or third parties on the Products under conditions not expressly approved by Seller, defects or damage caused by fault or negligence of Buyer or users.
• Non-compliance with Seller’s instructions.
• Failure to supervise or maintain, routine maintenance requirements and replacement of parts due to normal wear and tear of the equipment.
• Defects in Buyer’s equipment that are not part of the order.

The warranty is strictly limited to the replacement of parts recognized as defective by the Seller.

Also excluded from the warranty are any damages resulting from force majeure, as well as damages due to accidents, negligence and uses for which the Products are not intended. The Seller does not provide any guarantee of destination, the Buyer being solely responsible for the use he makes of the Products.

6. Prices

The prices of the Products are fixed by the Seller. The Products are sold at the price in force on the day of the order unless otherwise agreed. The prices are established in euros, excluding taxes, ex works, packaged Products, not insured.

Any tax, duty or other service to be paid in application of French or foreign laws and regulations or those of a country of transit shall be borne by the Buyer.

Prices negotiated between Buyer and Seller shall be valid for a period of three months from the date of the order.

Seller reserves the right to change its prices at any time. Once the order is accepted, the prices are firm; however, in the event of a change in circumstances unforeseeable at the time of acceptance of the order, in accordance with the provisions of Article 1195 of the Civil Code, the Party that has not agreed to assume the risk of excessively onerous performance may request renegotiation of the contract from its counterparty.

7. Terms of payment

Invoices are payable at the Seller’s registered office upon receipt.

Non-payment of an invoice on its due date shall result in the forfeiture of the term for all of our claims, and may result in the termination of the sale. When we waive the right to terminate the sale, non-payment, even partial, on the due date, and without the need for formal notice, will result in the payment of interest, by operation of law, from the due date initially set until full payment, at the legal interest rate plus 5 points.

In addition, failure to pay will automatically and without formal notice result in a fixed indemnity equal to 15% of the sums due (principal and interest). The debtor will be responsible for the costs of collection and litigation fees.

In the case of an order involving several deliveries, the non-delivery or the delay of a delivery cannot delay the payment of the part of the order already delivered.

In the event of deterioration of the Buyer’s credit, we reserve the right, even after partial shipment of an order, to demand from the Buyer such securities as we deem appropriate for the proper performance of the obligations. Refusal to comply with such guarantees shall entitle us to cancel all or part of the order. No discount is applied for early payment.

The Buyer shall pay a deposit of thirty (30) percent at the time of ordering, a second payment of forty (40) percent at the start of manufacture (according to industrial planning) and the balance of thirty (30) percent at the time of delivery. Any complaints regarding the Products shall in no way exempt the Buyer from paying the price when due.

8. Force Majeure

If the performance of a contractual obligation is prevented, restricted or delayed by an event of Force Majeure, the prevented or delayed Party shall be exonerated from any liability due to the impediment, restriction or delay concerned and the time limits available to it for performance shall be extended accordingly.

Force Majeure shall mean any event preventing the total or partial execution of the order, which could not be overcome by the Party concerned, its employees, subcontractors and suppliers using reasonable care. The following events shall be considered as cases of Force Majeure, without this list being restrictive natural disasters, labor disputes, unforeseeable shortages or delays in the supply of raw materials or equipment goods, fires, explosions, accidents or breakdowns of essential machinery or equipment, tooling accidents or scrapping of important parts (e.g., forging or foundry parts), action or failure to act by the public services or authorities, acts of war, sabotage, embargoes, various disturbances of public order, interruptions or delays in transportation.

The Party claiming Force Majeure shall notify the other Party in writing within seven (7) days of the occurrence of the event.

If the execution of an order is delayed for more than three (3) months due to one of the aforementioned causes, the Parties shall meet to examine by mutual agreement the terms and conditions of the continuation of the order. If the Parties fail to agree, either Party may notify the other Party in writing of the termination of the order.

9. Security

In the event of a change in the Buyer’s situation, for whatever reason, in particular financial, or of an incident or delay in payment, the Seller reserves the right, even after partial execution of an order, to modify the payment terms granted or to require the provision of guarantees, including for orders in progress, without prejudice to the provisions relating to the retention of title clause and to delays in payment.

10. Reservation of ownership

10.1. Principle

The transfer of the property of the products delivered by the seller will be carried out with the profit of the purchaser only has the date of the final cashing by the salesman of the integrality of the price in principal, interests and accessories under the conditions envisaged with articles 2367 and following of the civil code.

This reservation of ownership is expressly accepted by the Buyer and will be fully effective even in case of receivership or liquidation. The delivery of bills of exchange or other securities creating an obligation to pay does not constitute payment within the meaning of this provision. Unless he is liable, the Buyer shall immediately inform the Seller of any seizure, for the benefit of a third party, of the Products delivered under reservation of title, or of any fact depriving him of the disposal of the Products in their entirety (theft, deterioration, intervention of a third party, etc.). The return of the Products is not equivalent to the cancellation of the sales contract. The sums already paid by the Buyer will remain acquired as first damages and subject to all others.

   10.2. Implementation of the retention of title clause

If the buyer, although not yet the owner, resells the products to a third party, the buyer remains liable for payment of the full price. In the event of resale by the buyer of the delivered products, the latter undertakes at the first request of the seller, to transfer to the latter all or part of the claims acquired on the sub-purchasers and this, up to the amount of the sums due. In accordance with the law, the present retention of title clause will take effect by right, without the need for any formal notice or formality.

These provisions do not prevent the transfer to the Buyer, upon delivery of the Products, of the risks of loss and deterioration of the Products sold, as well as the damage they may cause.

11. Intellectual and industrial property

The intellectual, industrial or artistic property rights, such as patent, trademark, model, know-how and any related or equivalent right or element, attached to the Products shall remain the property of the Seller or its suppliers.

Seller shall indemnify Buyer against any claim by a third party claiming industrial and/or intellectual property rights or based on a claim of unfair competition or parasitism, concerning the Products manufactured by Seller. This warranty is granted provided that Buyer receiving such a claim has notified Seller promptly in writing, has given Seller all relevant information available to it and has allowed Seller to conduct any proceedings or negotiations. Upon receipt of such claim, Seller shall, at its sole option and expense, either modify the item so that it is no longer infringing, if such modification is reasonably possible, or provide Buyer with an alternative item having characteristics at least equivalent to the infringing item, or refund to Buyer the cost of manufacturing the infringing item. In the event that an item manufactured by Seller is found by a final court decision to infringe a third party’s property right, Seller shall pay any damages awarded against Buyer, provided that Buyer has complied with the foregoing obligations. However, Seller shall be free from any liability to Buyer if the infringement originates from the use of the Product under conditions other than those specified by Seller. Products manufactured by third parties and resold by Seller are warranted under the conditions specified by such third parties.

12. Liability

The Seller is responsible under the conditions of the Civil Code for direct damage caused by its own actions. In the event that it is established, the Seller’s liability shall not exceed, for all causes combined, the amount paid by the Buyer for the order in question, exclusive of tax.

13. Protection of personal data

The personal data collected during the ordering process are processed by the Seller. They are collected for the sole purpose of executing the order. They will be kept for ten (10) years. In accordance with the regulations, the Buyer has a right of access, rectification, opposition, limitation of processing, deletion and portability of his data which can be exercised by e-mail or by mail to the head office of the Seller, specifying his name, first name, address and attaching a copy of his identity card. In case of difficulty in connection with the management of his personal data, the Buyer can address a complaint to the delegate for the protection of the personal data of the Seller or to the CNIL or any other competent authority.

14. Jurisdiction – Applicable law

Commercial relations with the Buyer are exclusively governed by French law, regardless of the nationality of the Buyer and the place of delivery, to the express exclusion of the International Convention on the Sale of Goods. They agree to meet to examine the impact and consequences of any legislative or regulatory changes that may occur during the execution of an order.

In the event of a dispute between the Parties concerning the validity, interpretation, execution or termination of the General Conditions and their consequences, the Parties undertake to cooperate diligently and in good faith in order to find an amicable solution. In the absence of an amicable solution, the court of the jurisdiction of the seller’s registered office shall have sole jurisdiction in the event of a dispute of any nature whatsoever arising from the commercial relations between the parties. This clause shall apply even in the event of summary proceedings, incidental claims or multiple defendants and regardless of the method and terms of payment and delivery. Finally, this clause will apply including in the event of litigation falling under article l.442-6 of the commercial code or any other similar provisions under which the competent jurisdiction will be the jurisdiction to which is naturally attached geographically that of the seller’s headquarters.

15. Customer service

For any information, you can contact ECOSY BOATING :

05 46 01 65 18 – contact@iziboat.com

124a Avenue Denfert Rocherau – 17 000 La Rochelle – FRANCE