General Terms & Conditions of Sale
These General Conditions of Sale (GCS) govern the contractual relations between DLM and its customers, whether online or offline transactions. Acceptance of a quote, a purchase order or any purchase implies full and unreserved acceptance of these General Terms and Conditions.
ARTICLE 1 – ACCEPTANCE
Any request for a quote made through our website implies de facto full and complete acceptance of these General Conditions of Sale (GCS).
It is assumed that the customer has read and accepted them in their entirety. Each quote includes a partial reminder of the T&Cs; however, the customer is expressly recommended to consult the full version of the T&Cs, available on the company's website, for a comprehensive understanding of the terms and conditions applicable to the sale.
ARTICLE 2 – SCOPE OF APPLICATION
These General Terms and Conditions apply to all sales of products or services made by DLM, whether made online or offline. They prevail over any other customer document, including the general terms and conditions of purchase, unless expressly agreed otherwise by DLM.
ARTICLE 3 - DESTINATION OF GOODS AND APPLICATION OF CONDITIONS
The goods sold by DLM are intended for professional use. Consequently, all sales, including those made to individuals or non-professional customers, are subject to the same general conditions as those applicable to professional buyers. By placing an order, the customer acknowledges that the goods are intended for professional use and agrees to be subject to these conditions, whether acting as a professional or an individual.
ARTICLE 4 - ORDERS
Any order, whether made by estimate, purchase order or otherwise, must be confirmed in writing and accepted by DLM to be taken into account. The customer must provide all the technical specifications necessary to carry out the order. In the absence of this information, DLM cannot be held responsible for any non-conformities.
ARTICLE 5 – PRICE
The prices of the products or services are those in effect at the time the quote or order is issued. They are in euros excluding taxes and may be adjusted according to economic conditions. Any additional costs (transport, customs, taxes) will be specified to the customer and added to the initial price.
ARTICLE 6 - TERMS OF PAYMENT
Unless otherwise stipulated, payments are due upon order or according to the terms indicated in the quote or invoice. Failure to meet payment deadlines may result in the application of late payment penalties calculated on the basis of three times the legal interest rate. In addition, a fixed compensation of €40 for recovery costs will be applied.
ARTICLE 7 - PRODUCTS OR SERVICES
The products offered by DLM comply with the standards in force in France. Any adaptation or compliance with local regulations in the customer's country is the responsibility of the latter and will be the subject of an additional quote. The images, descriptions and technical characteristics of the products provided on DLM documents are given for information purposes only and may vary slightly without notice.
ARTICLE 8 – DURATION OF IMMOBILIZATION
The immobilization of the customer's vehicle, necessary for the installation of the equipment, may not under any circumstances be invoked as a reason for financial loss or loss of turnover.
Due to the custom nature of the equipment we design, their installation requires a variable time frame, depending on the specific characteristics of the customer's vehicle. It is therefore the customer's responsibility to take all necessary measures to ensure the continuity of its business during this period of immobilization. The company declines all responsibility in the event of disruption to the customer's business, loss of turnover or any other economic consequence linked to the unavailability of the vehicle due to installation work. Furthermore, the estimate is prepared without prior inspection of the vehicle; therefore, in the absence of comprehensive information provided by the customer, adjustments may be necessary and are the customer's responsibility to ensure the success of the work.
ARTICLE 9 – ORDER MODIFICATIONS
Any modification of an order after its acceptance by DLM must be requested in writing and will be the subject of an additional quote. DLM reserves the right to extend delivery times depending on the nature of the requested modifications. Custom-made products cannot be returned or exchanged, except in the event of a manufacturing defect.
ARTICLE 10 – CANCELLATION OF ORDER
Any order placed and accepted by DLM cannot be cancelled without its prior written consent. If a cancellation is accepted, the customer may be required to pay compensation, particularly in the case of specific manufacturing.
ARTICLE 11 - DELIVERY
The delivery and installation times communicated by our company are strictly indicative and do not constitute a firm commitment.
Given the need to adapt each piece of equipment to the specific features of the customer's vehicle, no recourse or claim will be admissible in the event of exceeding the expected deadlines. The customer acknowledges being fully informed of this condition upon purchase, and undertakes to take all necessary measures, in particular concerning the immobilization of his vehicle, in order to limit the potential impacts on his activity.
The delivery times indicated by DLM are given for information purposes only. A delay in delivery may not justify a cancellation of the order or give rise to penalties or compensation, unless expressly stipulated in the contract. If the customer does not provide the information necessary for delivery, DLM reserves the right to charge storage costs of 0,5% of the value of the order per day of delay from the 31st day, with a minimum amount of €50 per day.
ARTICLE 12 – TRANSFER OF RISKS
The transfer of risks relating to the products occurs as soon as they are shipped from DLM's premises, regardless of the final destination. It is the customer's responsibility to take out the necessary insurance to cover transport risks. DLM cannot be held responsible for any losses or damages occurring after this transfer.
ARTICLE 13 – RESERVATION OF OWNERSHIP
DLM retains ownership of the products until full payment of the price by the customer. In the event of non-payment, DLM reserves the right to claim ownership of the products delivered. The customer must return the products at his own expense, upon first request from DLM.
ARTICLE 14 – CLAIMS AND COMPLIANCE
The customer must check the conformity of the products upon delivery. Any complaint concerning apparent defects or non-conformities must be notified to DLM within 48 hours of receipt of the products. In the event of non-compliance with this procedure, the products will be deemed compliant and accepted by the customer. In the event of a defect being found, DLM may, at its discretion, repair or replace the defective products.
ARTICLE 15 - INTELLECTUAL PROPERTY
All drawings, plans, diagrams, software, and other technical documents provided by DLM remain the exclusive property of DLM. These documents may not be reproduced, used, or transmitted to third parties without our express written permission, even after the purchase of the products. They are provided solely in the context of the use of the products delivered (assembly, commissioning, maintenance) and must not be used for any other purposes.
ARTICLE 16 - PRICE AND PAYMENT
Our prices are expressed in Euros excluding taxes, according to the rate in effect on the date of the offer. Prices may be revised depending on economic variations or DLM's pricing policies.
The payment terms are indicated on the quote or order, and must be respected within the agreed deadlines. In the event of late payment, late payment penalties equivalent to three times the legal interest rate will be applied to any unpaid invoice after the 30-day period following the due date. In addition, a fixed compensation for recovery costs, in the amount of €40, will be due in accordance with the regulations.
ARTICLE 17 - GUARANTEE AND LIABILITY
Unless agreed duly accepted by DLM, the manufacturer guarantees new equipment manufactured by it for 1 year (parts from the date of invoicing for the equipment). The manufacturer is in no way held responsible even if it is proven that the defect is due to the fact that:
- the material was damaged during transport or handling
- the equipment is used outside the intended purpose by the manufacturer or when it is the subject of modification or adaptation not authorized by the manufacturer or one of its components has been replaced by a part or component of a other origin
- repairs or upgrades carried out do not comply with the manufacturer's instructions or not carried out in a workshop approved by DLM
The one-year warranty covers manufacturing defects only. In the event of a malfunction, the Customer must return the equipment to our workshop at his own expense, unless the problem results from a manufacturing defect, in which case DLM will cover the transport costs.
DLM performs functional tests on all equipment prior to shipment. At any time prior to delivery, the Customer may request a demonstration of these tests, which the Customer may follow in person or by any other agreed means. If the Customer chooses not to attend the tests or not to request a demonstration, receipt of the equipment constitutes express acknowledgement of its proper working order at the time of delivery.
In the event of a complaint after receipt, this must be accompanied by a precise description of the malfunctions, and the equipment must be returned to the DLM workshop for inspection. The return costs will be borne by the Customer, except in the case of a proven manufacturing defect.
DLM's liability is strictly limited to the obligations expressly defined in the contract and may in no case exceed the total amount invoiced for the order concerned. DLM shall not be liable for indirect or consequential damages, such as loss of profit, business interruption, or claims by third parties, even if it has been informed of the possibility of such damages.
ARTICLE 18 - CRIMINAL CLAUSE
In the event of recovery proceedings for non-payment, the costs of the proceedings are the responsibility of the customer and are assessed at a flat rate of 10% of the amount due, with a minimum of €750.
ARTICLE 19 - ACCURACY OF BILLING INFORMATION
The customer agrees to provide accurate and complete billing and payment information. Any changes to billing information (such as address or bank details) must be promptly communicated to DLM. DLM reserves the right to refuse or cancel any order for which the information provided is incomplete, incorrect or fraudulent.
ARTICLE 20 - OPTIONAL TOOLS
DLM may provide access to tools or services provided by third parties. These tools are provided "as is" and without warranty. DLM assumes no responsibility for the use of these tools or the consequences related to their use. The customer is invited to check the conditions of use of said tools directly with the suppliers concerned.
ARTICLE 21 - THIRD PARTY LINKS
The DLM website or quotes may include links to third-party sites. DLM assumes no responsibility for the content, products or services available on these third-party sites. Any transaction made with a third party via these links is solely between the customer and the third party concerned.
ARTICLE 22 - COMMENTS AND FEEDBACK
If the customer provides comments, ideas or suggestions, DLM reserves the right to use them without compensation or obligation to the sender. DLM may delete comments that it deems inappropriate, illegal or contrary to its interests, without having to justify its decision.
ARTICLE 23 - PERSONAL DATA
The customer's personal information collected by DLM in the context of order fulfillment is processed in accordance with DLM's privacy policy. This information may be used to improve services, facilitate customer relations and manage orders.
ARTICLE 24 - PROHIBITED USES
In addition to other prohibitions set forth in these T&Cs, you may not use DLM's products or services, or any information related thereto, in the following circumstances:
(a) for unlawful purposes;
(b) to incite others to perform or participate in any unlawful acts;
(c) to violate any applicable local, national or international regulations;
(d) to infringe the intellectual property rights of DLM or third parties;
(e) to harass, abuse, insult, defame, slander, intimidate, or discriminate against anyone based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to upload or transmit computer viruses or other malicious code that may affect the functionality of the Product or computer systems;
(h) to collect or track the personal information of others without their consent;
(i) for any obscene or immoral activity;
(j) to circumvent security measures of products or services provided by DLM.
Any violation of these prohibitions will result in the immediate termination of the services or products provided, without prejudice to any liability actions that DLM may take.
ARTICLE 25 – EXCLUSION OF WARRANTY AND LIMITATION OF LIABILITY
The products and services provided by our company are custom-made according to the Customer's technical specifications. We undertake to comply with these specifications and to carry out functional tests in the workshop before delivery. However, the products cannot be tested under the actual conditions of use as defined by the Customer.
We cannot guarantee that the use of our products or services will be completely free of defects or errors under real, uncontrolled operating conditions. DLM's liability is limited to manufacturing defects found under normal conditions of use, and is limited to the repair or replacement of defective products.
The products are supplied "as is", in accordance with the specifications validated by the Customer. We exclude any implied warranty, including but not limited to, warranties of fitness for a particular purpose or absence of counterfeiting, to the extent that these warranties would not be compatible with the legislative framework applicable between professionals.
Any claim concerning a defect found under actual conditions of use must be reported to DLM within 48 hours of discovery of the defect, accompanied by a detailed description of the conditions of use. In the event of a proven defect, DLM undertakes to make the necessary adjustments or repair the product, in accordance with the contractual warranty, and within a reasonable time.
DLM's liability is strictly limited to the amount of the order concerned and does not cover in any way indirect damages such as loss of turnover, interruption of activity or any other financial loss.
ARTICLE 26 - FORCE MAJEURE
DLM shall not be held liable in the event of delay or failure to perform its contractual obligations due to circumstances beyond its reasonable control, in particular in the event of force majeure as defined by French case law.
The following are considered force majeure events: strikes, natural disasters, government restrictions, pandemics, shortages of raw materials, and other unforeseeable events.
In the event of the occurrence of such an event, DLM undertakes to notify the customer within a period of 15 working days. If the situation continues beyond 60 days, each party may request termination of the contract without this incurring penalties.
ARTICLE 27 - COMPENSATION
The Customer agrees to indemnify, defend and hold DLM, as well as its affiliates, directors, employees and agents, harmless from any claim or demand emanating from a third party following a breach of these T&Cs, any document referring to them, or a violation of the laws or the rights of a third party by the Customer.
ARTICLE 28 - DISSOCIABILITY
In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law. The unenforceable portion shall be deemed severed from these Terms and Conditions without affecting the validity and enforceability of any remaining provisions.
ARTICLE 29 - TERMINATION
These T&Cs shall remain in effect until terminated by either party. The Customer may terminate these T&Cs at any time by informing DLM of its desire to no longer use its services or products.
In the event of a breach of the T&Cs by the customer, DLM may terminate this contract at any time, without notice. The customer will remain liable for all amounts due up to the date of termination.
ARTICLE 30 - ENTIRE AGREEMENT
These General Terms and Conditions, together with any other contractual document referring to them, constitute the entire agreement between DLM and the customer. They replace any prior communication or agreement, whether written or verbal, between the two parties.
ARTICLE 31 – RESPECTFUL COLLABORATION
Given the custom nature of our equipment, the customer acknowledges that these cannot be considered standardized products and accepts that adjustments may be required during or after installation.
The customer expressly acknowledges that, due to the unique nature of each product, technical or design adjustments may be necessary to ensure the full functionality of the equipment. If crucial information has not been communicated when ordering, additional elements may have to be manufactured, without this giving rise to unjustified complaints. In this sense, the customer undertakes to show patience, understanding, and to maintain respectful behavior throughout the collaboration. Reciprocally, our company undertakes to act in a professional manner. Any breach of the principles of mutual respect and constructive collaboration may result in the immediate termination of the contractual relationship.
ARTICLE 32 – APPLICABLE LAW AND DISPUTES
These General Terms and Conditions are subject to French law. In the event of a dispute, the parties will endeavour to resolve amicably any dispute arising from the interpretation or execution of these General Terms and Conditions.
In the absence of an amicable agreement within a period of 30 days following notification of the dispute, the parties may resort to a conciliator. If no agreement is reached, the competent court will be that of the district of Paris.
ARTICLE 33 – MODIFICATIONS TO THE GTC
DLM reserves the right to modify these T&Cs at any time. The modifications will take effect as soon as they are published on the website or on the date agreed upon in a notification. The customer is invited to consult the T&Cs regularly to keep informed of any updates.
ARTICLE 34 - CONTACT INFORMATION
For any questions or complaints relating to these General Terms and Conditions, the customer may contact DLM by mail to the following email address info@dlm-sas.fr.