1. General - Scope of application

1.1. The present General Sales Conditions (GSC) constitute, in accordance with article L.441-6 of the Commercial Code, the unique basis of the commercial relationship between the parties.

They are intended to define the conditions under which the company SOFRALAB, SAS with a capital of 1,315,600 euros, registered in the Trade and Companies Register of Reims under the number Siret 572 224 863 00041, having its headquarters at 79, avenue A.A. Thévenet - 51530 MAGENTA, ("The Supplier") provides professional buyers ("The buyers" or "The buyer") who request it, via the supplier's website, by direct contact, or via paper support, the products that it manufactures and/or distributes.

The present General Conditions of Sale apply without restriction to all sales of products concluded by the supplier, to the exclusion of all others, and prevail over the general conditions of purchase of the buyer.

The present General Conditions of Sale are brought to the attention of the customers, either :

• with annual rates if applicable,
• when confirming the order
• on simple request
• on the company's websites: www.sofralab.com, www.oenotechnic.com, www.oenofrance.com, www.soec.oenodrive.com and www.martinvialatte.com

They are systematically communicated to any customer who requests them, as well as to any buyer prior to placing an order.

1.2. Any order of products implies, on behalf of the purchaser, the acceptance of the present General Conditions of Sale and the general conditions of use of the supplier's website for electronic orders.
The validation of the order being worth acceptance without reserve of the present General Conditions of Sale.

The General Terms and Conditions of Sale form, together with the order, the entire contract between the supplier and the buyer.

1.3. The information appearing on the catalogs, prospectuses and tariffs of the supplier are given as an indication and are revisable at any time. The supplier has the right to make any modifications which will seem useful to him.

2. Commands

2.1. Any order sent to the supplier is deemed to have been placed in application of these General Terms and Conditions of Sale, unless otherwise expressly stipulated in writing and accepted by the supplier.

2.2. Orders can be placed by phone, email or mail.
Any order, including orders placed directly, or through a representative, sales agent, becomes firm and final only after acceptance and confirmation by email by the supplier, within 2 days, from the receipt of the request.

An order not confirmed by the supplier cannot bind the latter.

2.3. For orders placed exclusively on the Internet, the registration of an order on the supplier's site is carried out when the buyer accepts the General Terms and Conditions of Sale, by checking the box provided for this purpose, and validates his order.
This validation implies the acceptance of the entirety of the present General Conditions of Sale and constitutes a proof of the sale contract. The taking into account of the order and the acceptance of this one are confirmed by the sending of an email.

The data recorded in the computer system of the supplier constitute the proof of the whole of the transactions concluded with the purchaser.

3. Transport - Delivery

3.1. The delivery times as well as the transport times are given as an indication, and do not constitute any commitment on behalf of the supplier. The responsibility of the supplier could not in no case be committed in the event of delay or of suspension of the delivery ascribable to the purchaser or in the event of cause beyond control.

3.2. In case of delivery to a warehouse, the warehouse must be easily accessible without danger or risk. The supplier cannot be held responsible for any damage caused by the transport vehicle due to difficult access and/or unsuitable terrain.

3.3. Risks:

• The products travel at the risk of the buyer, who is responsible, in the event of damage, loss or shortage, to make any reservations or to exercise any recourse with the carriers responsible. The buyer also assumes the cost and risk of unloading the goods.
• The buyer is required to check the apparent condition of the products upon delivery, and in particular the good condition, the number of packages, the weight, etc... In the absence of reserves expressly issued by the purchaser at the time of the delivery, the products delivered by the supplier will be considered in conformity in quantity and quality with the order.
• The purchaser shall have a period of 48 hours from the date of delivery and receipt of the products to express such reservations in writing to the Supplier. No claim shall be validly accepted in the event of non-compliance with these formalities and in particular with the aforementioned deadline by the purchaser.
  The supplier will replace as soon as possible, and at his expenses, the delivered products whose defect of conformity will have been duly proved by the purchaser. The purchaser must return the products or goods that he has refused, in their original packaging or container.

4. Packaging

The packaging is prepared by the supplier according to the goods, and in the interest of the buyer.

5. Terms and conditions of payment

5.1. Invoices are issued on the day the order is shipped or at the end of the month at the latest.
Unless otherwise expressly stated in the offers/proposals and duly accepted by the supplier in the order confirmation, the prices of the supplier's products/goods are payable within 30 days end of month. Payments are portable and must be made at the supplier's headquarters, regardless of the method and place of delivery. No discount will be applied in case of advance payment. Products/goods purchased directly from the supplier's headquarters and/or from one of his establishments or warehouses are payable in cash.

5.2. In accordance with the provisions of Article L 441-6 of the Commercial Code, in the event of non-payment on the day following the payment deadline, late payment penalties set at three (3) times the legal interest rate plus 3 points on the amount inclusive of tax of the invoice drawn up by the supplier shall be applied automatically, without any formality or prior notice.
Except with the express, prior and written agreement of the supplier and on the condition that the reciprocal claims and debts are certain, liquid and payable, no compensation may validly be made between any penalties for delay in delivery or non-conformity of the products ordered by the purchaser on the one hand, and the sums owed by the latter to the supplier, in respect of the purchase of the said products, on the other hand.

A fixed compensation for recovery costs of 40 euros, will be due, automatically and without prior notification by the buyer in case of late payment.

5.3. In the event of late payment, the supplier also reserves the right to:

• demand immediate payment of all outstanding amounts on any invoice issued by the supplier;
• request payment at the time of order for future orders;
• to suspend or cancel all outstanding orders, to demand any security, and/or to suspend performance of its own obligations, without Buyer being entitled to any right of retention or set-off, and without prejudice to any other remedy.

The supplier may retain payments already received as damages.

6. Transfer of ownership

6.1. The supplier preserves the property of the sold products until the integral payment of the price, in principal and accessories. The transfer of the property to the purchaser takes place only after effective and complete collection of the entirety of the agreed price.

6.2. The supplier reserves the right to claim the products - or the price of the products - sold and unpaid.

7. Quality - Guarantee

7.1. The supplier guarantees that the products comply with the contractual stipulations. The Supplier reserves the right to change the specifications of the products if required by the applicable laws and regulations.

7.2. In accordance with the legal provisions, the supplier guarantees the purchaser against any lack of conformity and any hidden defect, resulting from a design defect of the product, excluding any negligence or fault of the purchaser.

7.3. The purchaser must inform the supplier of any possible non-conformity or defect affecting the product, which does not constitute an apparent defect, within a short period of time, and at the latest within 8 days of the discovery of the defect. Each complaint must contain the precise reasons for the non-conformity and/or defect.

The supplier will have the products examined or will examine them jointly with the buyer. If the supplier accepts the non-conformity or the defect, the supplier shall replace the products. These provisions shall only apply if the purchaser has complied with the conditions and obligations set forth in Article 5 of these General Terms and Conditions of Sale.

7.4. The transfer to the purchaser of the risks of loss and deterioration of the products will be carried out as of delivery and reception of the aforementioned products, independently of the transfer of property. It is consequently up to the purchaser to insure the products against the risks which they can either run, or cause.

7.5. The supplier draws the attention of the purchaser to the conditions relating to the storage and warehousing of the goods sold, of which he is fully aware. Consequently, no guarantee will be granted by the supplier, in case of non-observance by the purchaser of the conditions relating to storage and warehousing. The same applies in the event of misuse or negligence on the part of the purchaser, as well as in the event of force majeure.

7.6. No claim will be accepted after 24 months from the delivery of the product.

8. Limitation of liability

8.1. The liability of the supplier can only be engaged in case of proven fault or negligence, and is limited to direct damages, excluding any indirect damage of any kind.

8.2. In particular, the supplier shall not be liable to the purchaser for the following damages:

a) Material damages, other than those concerning the products sold;
b) Intangible damages, including costs, expenses, fees (including legal fees), downtime, loss of profit, loss of production, non-consequential intangible delays, etc., which result directly or indirectly from the following:

• Damage suffered as a result of the products sold;
• Damage resulting from defective or excessive use of the products sold;
• Damage resulting from the use of inappropriate means of exploration.

8.3. If the supplier's responsibility is retained, its guarantee will be, in any case, limited to the amount paid by the buyer for the purchase of the products.

9. Intellectual Property

The supplier is the owner on a personal basis and/or through the intermediary of companies that it represents, of a certain number of trademarks, commercial names, distinctive signs, logos, etc...

It is expressly forbidden for the purchaser to mention or use the brands, trade names, distinctive signs, logos, registered by the supplier and/or by suppliers he represents, without his express written agreement.

In case of violation of this prohibition, the supplier will take legal action.

10. Force majeure

The supplier's liability may not be implemented under any circumstances if the non-performance or delay in the performance of one of its obligations described in these General Terms and Conditions of Sale results from a case of force majeure, within the meaning of Article 1218 of the Civil Code.

11. Protection of personal data

The personal information collected by the supplier (such as name, telephone number, e-mail address or bank details) are recorded in its customer file and used for the proper management of commercial relations with the customer and the processing of his orders. They can also be used within the framework of mailing within a maximum of 3 years after the last commercial contact.

The personal data collected will be kept for as long as required by legal obligations.

Access to personal data is strictly limited to employees and agents of the supplier, who are authorized to process them by virtue of their functions. The information collected may be communicated to third parties linked to the company by contract for the execution of subcontracted tasks necessary for the management of the order, without the customer's authorization being necessary. It is specified that, within the framework of the execution of their services, the third parties have only limited access to the data and have a contractual obligation to use them in conformity with the provisions of the applicable legislation on the protection of personal data.

Apart from the cases set out above, the supplier undertakes not to sell, rent, transfer or give access to third parties to the data without the customer's prior consent, unless forced to do so for a legitimate reason (legal obligation, fight against fraud or abuse, etc...)

In accordance with the applicable legal and regulatory provisions, in particular Law No. 78-17 of January 6, 1978, as amended, relating to data processing, files and freedoms, and European Regulation No. 2016/679/EU of April 27, 2016, the customer has the right to access, rectify, portability and deletion of his or her data or to limit the processing. He may also, for legitimate reasons, object to the processing of data concerning him.

The customer can exercise his rights by sending his request to :

SAS Sofralab - Customer service / RGPD

79 avenue A.A. Thévenet - CS 11031

51530 Magenta

The supplier's privacy policy is available upon request and on its websites.

12. Applicable Law - Disputes

12.1. The present General Conditions of Sale are subject to French law, to the exclusion of any other.

12.2. Any dispute relating to the interpretation, the execution of any of the obligations envisaged with the present General Conditions of Sale will be carried in front of the qualified jurisdictions of the spring of the registered office of the supplier which will be only qualified whatever the place of delivery and the mode of payment, and even in the event of plurality of defendants or call in guarantee.