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General Sales Conditions

General Terms and Conditions of Sale

Section 1:  Definitions

Buyer: refers to the natural or legal person who places an order for a Product from the Seller.

GTCS: refers to the General Terms and Conditions of Sale.

Contract: refers to these terms supplemented, if necessary, by special conditions concluded between the Seller and the Buyer.

Product: refers to any product marketed by the Seller.

Seller: refers to company SIG Energy Technology SARL, limited liability company with a capital 28.000 euros, registered in the Paris Trade and Companies Register under number 813 754 231, registered office is located at 3 rue de l’arrivée in Paris (75015).

Section 2: Contractual object

All Product orders imply the unconditional acceptance by the Buyer and its full membership to these GTCS which prevail on any other document of the Buyer, including all terms of purchase, unless explicitly accepted by the seller.

These GTCS apply to all sales of Products by the Seller unless there is a specific prior agreement to the order agreed upon between the parties in writing. Accordingly, placing an order by the Buyer implies the unconditional acceptance, by the latter, of these CTGS.

The contract consists of the following documents, in order of decreasing priority:

(1) the GTCS of the Seller;

(2) the special conditions if any.

(3) the purchase order of the Buyer.

Any clause contrary to the provisions of the contract from any document other than the aforementioned documents would be void by the Seller unless explicitly accepted by the latter.

Section 3: Order – cancellation

Order refers to any purchase order covering the Products in accordance with the provisions of these GTCS, and accepted by the Seller with payment of the deposit under section 8 of the GTCS.

The order is provided in writing by the Buyer to the Seller in the form of a purchase order. The said sale shall be deemed concluded only upon the explicit acceptance of the written order by the Seller within a maximum of 72 (seventy-two) hours of its receipt. Once the order is accepted by the Seller, it is final and irrevocable. The Buyer can freely modify or cancel his order before its acceptance by the Seller. In case of a cancellation of the order by the Buyer subsequent to its acceptance by the Seller, the already paid deposit under the conditions defined in section 8 of the GTCS will remain acquired to the Seller. The Parties acknowledge that this clause is not intended to sanction non-compliance by the Buyer for any breach of his contractual obligations and does not constitute a penalty clause within the meaning of section 1226 and following of the Civil code. Therefore, the Parties agree that this allowance cannot be the subject of an any review, including a judicial review.

In the event where the Buyer places an order, without the payment of the previous order (s), the Seller may refuse to honor the order and deliver the products concerned without the Buyer being entitled to any remuneration, for any reason whatsoever.

Section 4: delivery

4.1 Delivery delay

The Seller undertakes to make his best efforts to respect the delivery deadlines indicated when accepting the order. However, delivery deadlines are given solely for informative purposes, these depend especially on the availability of carriers and the order of arrival of the orders. Any possible delay concerning the informative delivery deadlines originally planned cannot justify a cancelation of the order placed by the Buyer and recorded by the Seller.

4.2 Product Reception - reserves 

Full receipt of the Products ordered by the Buyer covers any apparent defect and/or missing. Any product that has not been the subject of reserves by registered letter attested by an acknowledgement of receipt within the three (3) days of receipt will be considered as accepted by the Buyer. It is up to the Buyer to provide all the justifications about the reality of the defects or missing found. No return of Products can be made by the Buyer without the prior explicit and written consent from the seller, obtained in writing including by electronic mail. the cost of return is the responsibility of the Seller only in case an apparent defect or missing, is actually found by the latter. When an apparent defect or missing is actually found by the seller after control, the buyer may request the replacement of non-conforming products and/or supplement to fill the missing at the expense of the seller, without the Buyer being entitled to claim compensation of any kind or the cancelation of the order. The claim made by the buyer under the conditions defined in this section 4 does not suspend the payment by the buyer of the concerned products.

The liability of the seller may in no case be questioned for destruction, damage, loss or theft, during transport even if he was the one who choose the carrier.

4.3 Terms of delivery

Delivery is made by direct delivery of the Product to the Purchaser or, in default, by sending a notice of availability.

The Buyer shall have a period of thirty (30) days from the date of the notice of availability to withdraw the Product and, where appropriate ,to pay the balance of the price in accordance with the provisions of Article 8 of the General Terms and Conditions.

In the event of non-compliance with the withdrawal period set out in the preceding paragraph, the Seller may, upon formal notice of the Purchaser, to proceed with the withdrawal of the Product and to resolve the order by right and to retain as compensation the deposit paid.

Section 5: Transfer of risk and ownership

The transfer of risks on the Products sold by the Seller takes place on delivery to the carrier.

Section 6: Warrantees

The seller guarantees the buyer in the event of non-compliance and hidden defects that may exist in the products. A hidden defect refers to a defect of manufacture of the product making it unfit for use and not likely to be detected by the buyer prior to its use. It is understood that a design flaw cannot be described as a hidden defect.

The Product sold to the Buyer is guaranteed for a period of one year from its delivery covering any manufacturing defect or lack of conformity brought to the attention of the seller by registered letter attested by an acknowledgement of receipt. This warrantee is void once the buyer does not warn the seller of a concealed defect within a period of 20 (twenty) calendar days from its discovery. Interventions under the guarantee does not have the effect of prolonging the duration thereof. This warranty is strictly limited to the replacement or refund of the defective recognized Product, excluding any other compensation, in any capacity whatsoever. The implementation of the warrantee requires the presentation of the invoice issued by the Seller for the Product in question. If it is impossible for the Seller to deliver another identical or equivalent Product to the Buyer, the implementation of this warranty will be limited to the refund in full of the cost of the Product concerned.

The present warranty does not apply in the following cases:

-In case of apparent defects;

-In case of natural wear, corrosion or ageing of the material;

-In case of a defect which resulted from an accident, the fact or the omission of the Buyer (lack of maintenance, abnormal use...) or of a third party (subsequent intervention...), or more generally from any other cause foreign to the delivery. ;

-In the case of modification of the product not provided or specified by the Seller.

Section 7: price

7.1 prices

All of the prices of the Seller are expressed in euros. Prices are excusive of VAT, customs charges for sales export, costs of transport and insurance. They will be increased depending on the taxes in force on the date of the order. Any tax, any duty, any right or other benefit payable under French regulations, or those of an importing or a transit country will be paid by the buyer.

7.2 fees

Additional transport, delivery or postage costs as well as all other costs incurred by the seller that the buyer has been informed of before the order, shall be established in the order form.

Section 8: Terms of settlement

In accordance with the provisions of Article 3 of the General Terms and Conditions of Sale, the balance of the price is payable in cash on the day of delivery under the conditions set out below.

Except specific prior agreement agreed upon in writing between the parties, the Buyer undertakes to pay the invoices by bank transfer up to the the entirety of the total amount charged on the day of validation of the order.

Section 9: Late payment

Without prejudice to any claim for damages, default of payment on due dates will result in the payment of a lump sum of compensation of recovery costs of an amount of 40 euros to the benefit of the Seller and a penalty tax for late payment, calculated by applying the full amount due, in interest rate applied by the BCE increased by 10 points, per day of delay until full payment of the sums due. The sums remaining due to the Seller in respect of later deadlines are thus immediately payable.

After a formal notice by a registered letter attested by an acknowledgement of receipt that has remained unsuccessful, the Seller holds the right to put the fulfillment of the obligations resting on him on hold under the Contract until full payment of the due sums.

After failure to pay the sums due by the Buyer within thirty (30) days of the first notice sent by the Seller, the latter may also demand the cancelation of the Contract after sending a simple formal notice sent by registered letter attested by an acknowledgement of receipt.

Section 10: Retention of title

The transfer of ownership of the Products is suspended until full payment of the price of these Products by the Purchaser, and all other amounts even in case of granting of payment times. Any contrary clause, notably inserted in the general conditions of purchase, is deemed unwritten, in accordance with Article L. 624-16 of the Commercial Code.

By express agreement, Seller may exercise its rights under this retention of title clause, for any of the claims, over all products in possession of the Buyer, The latter being conventionally presumed to be the unpaid, and the Seller may take back or claim them as compensation for all unpaid invoices, without prejudice to his right of resolution of current sales.

In the event of non-payment, the Buyer will be prohibited from reselling his inventory in respect of an amount not exceeding the quantity of unpaid products and may in no event provide or grant a security right regarding his unpaid inventory.

Section 11: Intellectual Property

Each party retains ownership of all concepts, ideas, expertise, inventions, tools, techniques, documents, information and other intellectual property rights that is required to use for the purposes of the Contract and which it owns on the effective date of the Contract. In this regard, all technical documents given to the Buyer remain the exclusive property of the Seller, the sole owner of the intellectual property rights of these documents, and must be returned to him at his request.

The Buyer undertakes not to make any use of these documents, which may infringe the industrial or intellectual property rights of the Seller and undertakes not to disclose them to any third party.

Section 12: Confidentiality

The Seller and the Buyer undertake to keep the most absolute secrecy on the information transmitted by the other party under the execution of the Contract throughout the term of the Contract and for a period of five (5) years from the expiration of the Contract.  Each of the parties undertakes to secure respect of this obligation by their employees, directors, corporate officers, parent company, subsidiaries, subcontractors and authorised representative This obligation of confidentiality will lapse if the information falls into the public domain without any intervention of the party who received the information. Upon the end of the Contract, each party shall return to the other party all the documents communicated by the latter at his first request.

Section 13: Assignment

The Contract is concluded by the Seller in consideration of the Buyer's personal and special skills. Due to the intuitu personae aspect of the Contract, this can't be assigned or transferred in whole or in part without the prior agreement of the Seller, being specified that the Buyer will remain the guarantor of the proper performance of his obligations throughout the duration of the Contract and the sole interlocutor of the Seller.

Section 14: Liability-Insurance

Each party shall bear the consequences of the damages, which are directly attributable to it and that may be caused to the other party and / or caused to third parties arising from the breach or improper performance of the Contract.

Each of the parties undertakes to subscribe, with a notorious and solvent insurance company. The necessary guarantees to cover the responsibilities which are incurred as a result of its contractual obligations or not, during the whole period of the commercial relationship.

In case of a defect affecting the Products, the guarantee to be met by the seller can't exceed the one of the manufacturer of the Product. The liability of the Seller can't be sought in case of a damage caused by abnormal use of the Product. In any event, the liability of the Seller, no matter what the foundation is limited to the amount of the sum exclusive of tax of the Products affected by a defect and paid by the Purchaser.

It is expressly agreed between the parties that in case of rescission or termination of the Contract, for whatever reason, this clause will survive.

Section 15: Force majeure

Neither party shall be liable for the total or partial breach of its obligations under the Contract if this total or partial non-performance results from the occurrence of a case of force majeure (as defined by the French case-law).

The obligations of the party invoking a case of force majeure shall be suspended from the time of the notification of that event to the other party and provided that the concerned party is able to prove the reality of such event.

In the event of force majeure extending for more than one (1) month after the notification by the prevented party in accordance with the preceding paragraph, each of the parties, unless all of them agree about the continuation of the Contract, can terminate the contract as of right and without compensation for what concerns force majeure, upon the expiration of the period of one (1) month as referred above, by simple notification to the other party.

Section 16: Breach - Early termination

In the event of breach by one of the parties of any of its obligations under the Contract, The party claiming non-performance of the Contract shall give a notice to the other party to regularize the situation by sending a registered letter with acknowledgment of receipt.

After the expiration of thirty (30) calendar days from the sending of the notice presumed unsuccessful, The Party then may immediately and automatically cancel the Contract by sending a second registered letter with acknowledgment of receipt without the effect of the termination being prevented or suspended by any subsequent offer.

Section 17: Indivisibility - Amendment of the Contract

The Contract constitutes the entire agreement of the parties. It cancels and replaces all previous contracts and agreements between the parties having the same object, including any general conditions of purchase which may appear on any document emanating from the Buyer.

The fact that one party tolerates a situation doesn't have the effect of granting the other party and / or waiving the rights in question.

The parties agree that if any provision of the General Terms and Conditions is held to be invalid or inapplicable, the other provisions shall remain in force and full effect.

Section 18: Applicable Law- Dispute Resolution

The Contract is subject to the French law.

In case of disputes, regarding the formation, termination, execution and / or interpretation of the Contract, the parties shall try in good faith to reach an amicable agreement to resolve this difficulty.

In order to do so, the most diligent party shall notify the other party with a proposal for a friendly settlement by registered letter with acknowledgment of receipt acknowledging the difficulties and / or the noted shortcomings. This letter represents a formal notice to repair the identified shortcomings. The other party will have fifteen calendar days from the receipt of said letter to make known its position.

In the event of one of the parties refuses or doesn't reply to the proposal for a friendly settlement that was issued by the other party, or if no amicable settlement is reached, the dispute under would fall under the exclusive jurisdiction of the Paris Commercial Court.