GENERAL TERMS AND CONDITIONS OF SALE B2B
Last modification on 06/01/2024
1. PURPOSE
The terms and conditions of sale below (the “TCS”) set out the rights and obligations of Dolomède Evike Europe SARL (the “Seller” or “Dolomède Evike Europe”), located at 40 boulevard Henri Sellier, 92150 Suresnes (the “Head Office”) and its professional and/or non-customer client (the “Client”) in the context of any purchase of goods or services offered by Dolomède Evike Europe, including but not limited to the sale of replicas, weapons accessories, consumables, and all products offered in the Dolomède Evike Europe catalogue available https://evike-europe.com/.
Any sale by Dolomède Evike Europe is subject to the Client’s unreserved acceptance of these terms and conditions of sale, which may be amended in accordance with the provisions of Article 15 below. Dolomède Evike Europe undertakes to make available to its Clients the latest applicable version of the terms and conditions of sale on its website at https://evike-europe.com/cgv-b2b-en and to send them by e-mail upon request.
If any provision of these terms and conditions of sale is deemed invalid, void, or unenforceable for any reason whatsoever, such provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
For the sake of clarity, it is specified that these TCS shall govern any transaction (including, but not limited to, sale) made by the Seller and a client, to the exclusion of the transactions made with customers (acting in their capacity of customers). Provided that a transaction is made with a client other than a customer (acting in its capacity of customer), these TCS shall prevail over the terms and conditions of sales applicable to transactions made with customers (acting in their capacity of customers). For the avoidance of doubt, a legal person cannot be a customer, nor cannot it act in the capacity of a customer, and shall be deemed a professional client.
2. REGULATION OF REPLICA WEAPONS
The distribution and the marketing of the replicas are subject to the strict compliance with the applicable legal and statutory provisions, and in particular to those of the French decree n° 99-240 of March 24, 1999 relating to the conditions of marketing of certain objects having the appearance of a firearm which provides in particular that:
Article 1er: « The offer, sale, distribution free of charge or provision free of charge of new or second-hand objects having the appearance of a firearm, intended to launch rigid projectiles, when they develop in the mouth a muzzle energy greater than 0.08 joule and less than or equal to 2 joules, are regulated under the conditions defined by this decree. »
Article 2: « The sale, the distribution free of charge to minors or the provision to them for a fee or free of charge of the products referred to in Article 1 of this decree are prohibited. »
Dolomède Evike Europe will not be held accountable in the event of resale of a replica to a person not fulfilling the conditions in force in the country of residence.
The acceptance of the present general terms and conditions of sale implies that the Client took well knowledge of this decree, of the general terms and conditions of sale as well as, if necessary, the regulation of his country of residence or the country of destination of the ordered products.
Dolomède Evike Europe cannot be held responsible for the persons who do not comply with the regulation in force in their country.
3. ACCOUNT OPENING
Any request to open an account must firstly be accepted by Dolomède Evike Europe and all information and supporting documents requested by Dolomède Evike Europe’s sales department to that effect must be submitted, and more specifically:
a valid and active e-mail address (the “E-Mail Address”), the Client undertaking to inform Dolomède Evike Europe should this E-Mail Address change,
a corporate registration certificate issued within the last three (3) months,
bank account references,
bank’s contact information (address, telephone number and name of the account manager),
an individual tax identification number, and these terms and conditions of sale dated, signed, initialed and stamped with the company seal.
4. ORDERS
Before placing an order, the Client agrees to read the latest version of the general terms and conditions of sale applicable on Dolomède Evike Europe’s website at the following address https://evike-europe.com/cgv-b2b-en. Any order implies the unreserved acceptance of Dolomède Evike Europe’s terms and conditions of sale in their latest updated version, on the day of the order.
Once the Client’s order is received, Dolomède Evike Europe reserves the right to either accept or reject it or to issue reservations. An acknowledgement of receipt does not constitute acceptance of an order by Dolomède Evike Europe. The Client agrees to receive its invoices electronically.
5. PRICE
5.1 PRICE OF GOODS:
The prices of the goods sold are those in force on the day the order is taken. They are denominated in euros and calculated net of tax. Consequently, they will be increased by the VAT rate.
5.2 ADMINISTRATIVE FEES AND TRANSPORT COSTS:
In addition to the price of the goods, Dolomède Evike Europe will invoice the Client for each order placed:
fifteen (15) euros exclusive of taxes, for management fees, and
the shipping costs applicable on the day of the order.
5.3 PRICE CHANGES:
Dolomède Evike Europe may, during the course of the contract, revise its pricing conditions, either upwards or downwards, to take into account the general evolution of prices, the variation of euro/dollar rates, competition, and the production costs of the products and pass on these evolutions and variations in a fair and balanced manner, provided that the general economy of the contract is not called into question and that the Client can continue to face competition.
Notwithstanding the foregoing, Dolomède Evike Europe undertakes to invoice the goods ordered at the prices indicated at the time the order is registered.
5.4 DISCOUNTS, REBATES AND OTHER PAYMENTS DEDUCTION:
The proposed prices include discounts, rebates, and other payment deductions that Dolomède Evike Europe may grant based on the scope of the Client’s orders or the assumption of certain services by the Client.
5.5 ERRORS IN PRICE:
Even if Dolomède Evike Europe accepts an order placed by the Client, in the event of a manifest price error, Dolomède Evike Europe shall be entitled, within thirty (30) days of accepting the order, to either invoice the Client for the actual price of the product on the date of the order, or, should the Client prefer, to cancel the order or, if the products have already been delivered, take them back at its own expense. Under no circumstances may the Client benefit from a price less than the sales profit/loss threshold.
5.6 CUSTOMS:
Any customs clearance costs shall be paid by the Client. The Client further acknowledges that when it orders products from Dolomède Evike Europe for delivery outside the European Union, it is considered to be the official importer and as such must comply with all laws and regulations of the country in which it receives the products.
6. RETENTION OF TITLE
Dolomède Evike Europe shall retain title of the delivered goods as from the day on which they are delivered until full payment of the total sale price. Notwithstanding the foregoing, risk shall be transferred to the recipient as from the time the goods are made available. Delivery of a bill of exchange or any other instrument creating an obligation to pay does not constitute payment.
In the event of non-payment, Dolomède Evike Europe shall be entitled to take back the goods or have them taken back at the Client’s expense. Dolomède Evike Europe may similarly claim the return of the goods and/or the payment of the price thereof from any subsequent purchasers. This clause constitutes an integral part of the terms and conditions of sale and the Client represents that it accepts it without reservation.
7. TERMS OF PAYMENT AND DISCOUNT
Payment of orders is made either by cheque, or by credit card, or by bank transfer. Where applicable, the other accepted means of payment are indicated on the invoice. No discount will be granted for early payment.
8. LATE PAYMENT
In the event that the delivered goods have not been paid in whole or part on the day of receipt, the Client must pay Dolomède Evike Europe a late payment penalty equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points in accordance with the provisions of Article L.441-10 of the French Commercial Code. This penalty shall be calculated based on the amount inclusive of taxes of the outstanding sum and shall be applied from the date the price is due without any prior formal notice being necessary.
In addition to the compensation for late payment, any amount (including the deposit) not paid on its due date shall automatically give rise to the payment of lump-sum compensation in an amount of forty (40) euros for recovery costs in accordance with the provisions of Article D. 441-5 of the French Commercial Code (Code de commerce). In the event that the collection costs are higher than this amount, the Client will be required to compensate Dolomède Evike Europe for the loss suffered up to the amount of the supporting documents produced.
9. TERMINATION CLAUSE
If the Client has not paid the outstanding amounts within fifteen days following the sending of a notification on the E-Mail Address of the implementation of the article 8. Late payment, the sale shall be automatically cancelled and Dolomède Evike Europe shall be entitled to claim damages as a result. Dolomède Evike Europe shall be entitled to terminate all contracts entered into with the Client as a result of the latter’s failure to fulfil its essential obligation to pay the price of the goods sold by Dolomède Evike Europe.
10. DELIVERY
Delivery is made either by direct delivery of the goods or by shipment to the location indicated by the Client on the order form. The costs of carriage and insurance shall be borne by the Client. Free shipping is applied to all orders over one thousand (1000) euros excluding taxes, on the territory of Metropolitan France only. Upon the Client’s express request, Dolomède Evike Europe may take the necessary step to subscribe to an insurance policy covering the transportation of the goods. The Client shall bear any corresponding insurance costs. Consequently, the Client waives any recourse against Dolomède Evike Europe in the event of loss, disappearance, or, in a general manner, for any damage suffered during transport. Delivery times are indicative. The Client, in the event of exceeding the delivery deadlines, expressly waives any discount, damages, or cancellation of orders in progress.
In the event of missing or damaged goods during transport, the Client must formulate all precise and justified reserves on the delivery order upon receipt of said goods, indicating the missing and/or damaged references. In the case of damaged goods, the Client must describe precisely the damage on the delivery order. These reserves must also be confirmed in writing within three (3) working days of delivery, by letter with acknowledgement of receipt addressed to the carrier. The Client agrees to simultaneously communicate to Dolomède Evike Europe Head Office a copy of the said letter of reserves. Any return of material must be subject to Dolomède Evike Europe’s prior agreement.
By signing the delivery order without making any reserves, the Client accepts the goods and waives any claim against Dolomède Evike Europe. For information purposes, the Client has the right, in case of doubt, to check the contents of the package containing the goods in the presence of the carrier, before signing the delivery order, as the carrier cannot oppose it.
11. INTELLECTUAL PROPERTY
The Client expressly represents that it has not committed any act of infringement or concealment of infringement of the intellectual property rights associated with the products sold by Dolomède Evike Europe (in particular copyright, design rights, trademark rights) of the owner of said rights, and undertakes not to commit any such act of infringement or concealment of infringement in any way whatsoever, including at the expiry of the sales contract. Failure to comply with this clause shall result in the automatic termination of the contract and the Client shall be liable to criminal and civil proceedings, including the payment of damages to the Dolomède Evike Europe and/or the owner of the intellectual property rights.
12. WARRANTIES
Dolomède Evike Europe remains bound by the warranties provided by law. Subject to normal use of the goods, Dolomède Evike Europe warrants the Client against (i) any lack of conformity, for one year as from delivery of the goods, and (ii) any hidden defect under the conditions provided for in articles 1641 et seq. of the French Civil Code (Code civil). No warranty shall be applicable in the event of misuse, negligence or fault on the part of the Client.
13. FORCE MAJEURE
Neither party shall be liable as a result of any delay or failure to perform its obligations under these terms and conditions of sales if and to the extent that such delay or failure is caused by a Force Majeure event, as defined per article 1218 of the French Civil Code. Furthermore, the parties expressly agree to consider that the following events shall constitute Force Majeure events:
occurrence of a natural disaster,
earthquake, storm, fire, flood, etc.,
armed conflict, war, conflict, attacks,
labor dispute, total or partial strike at Dolomède Evike Europe or the Client,
labor dispute, total or partial strike at subcontractors, service providers, transporters, postal services, public services, etc.,
imperative injunction of the public authorities (import ban, embargo),
operating accidents, machinery breakdown, explosion,
any pandemic recognized by the World Health Organization or any state of health emergency declared by the state authorities of a territory in which the Parties and/or their subcontractors operate.
The party who invokes the Force Majeure shall take all reasonable measures to limit the adverse consequences of the Force Majeure event for the other party.
In case of temporary impediment, the performance of the obligations which is impossible due to the Force Majeure event shall be suspended for the duration of such Force Majeure event. If the Force Majeure event lasts more than sixty (60) days, either party may terminate the contract by providing a thirty (30) days prior written notice to the other party.
In case of permanent impediment, the contract shall be automatically terminated and the parties free from their obligations.
14. CLAIM
The Client shall not return any goods without Dolomède Evike Europe’s prior written agreement. Any claim by the Client must be made by registered letter to Dolomède Evike Europe Head Office with acknowledgment of receipt within three (3) working days of delivery of the goods. Failing this, complaints (excluding hidden defects) are not opposable to Dolomède Evike Europe.
In the event, Dolomède Evike Europe accepts the claim, the goods shall be returned to Dolomède Evike Europe in their original packaging accompanied by the invoice and the delivery order. If necessary, the Client undertakes to pay the return transport costs.
If the manufacturer of the product has ceased to market the parts and/or components of the returned goods, Dolomède Evike Europe will not be subject to any delay in repairing the product or obtaining said parts and components.
If necessary, Dolomède Evike Europe may offer the Client a new product, which must be the subject of a new order form.
15. MODIFICATIONS OF THE TERMS AND CONDITIONS OF SALES
Dolomède Evike Europe reserves the right to modify the terms of the present terms and conditions of sale at any time in the form of an e-mail sent to the E-Mail Address provided by the Client when opening an account. It is specified that the Client is solely responsible for keeping the E-Mail Address active and for consulting the messages sent to it by Dolomède Evike Europe. In case of disagreement, the Client retains the right to terminate the contract within 30 days of notification of the changes. Any notification must be sent to Dolomède Evike Europe by letter with acknowledgment of receipt to Dolomède Evike Europe Head Office. In the absence of a response or in case of a new order from the Client within the aforementioned period of thirty (30) days following the sending of the new general sales conditions, the Client’s acceptance of the new terms and conditions of sales is deemed tacit.
16. GOVERNING LAW - COMPETENT COURTS
Any dispute relating to the validity, construction and enforcement of these terms and conditions of sale is subject to French law. Failing an amicable settlement, the dispute will fall under the exclusive jurisdiction of the commercial court of Nanterre (92).