1 Definitions and abbreviations
Provider: means the company Synovo SAS.
Client: means the entity (private individual or professional) that orders goods or services from Synovo SAS.
Parties: means the Client and the Provider together.
Contract: means the set of documents formed by the quotation, the General Terms and Conditions of Sale and the Special Service Conditions if they are mentioned on the quotation.
2 Scope
These General Terms and Conditions of Sale apply to the sales concluded between the Provider and the Client.
For certain services, these General Terms and Conditions of Sale may be accompanied by their own Special Service Conditions. To that end, the Special Service Conditions may depart from these General Terms and Conditions of Sale. The applicability of Special Service Conditions will be stated on the quotation.
3 Quotation
3.1 Preparation — The Client has expressed a need and the Provider has sent it, free of charge, a quotation meeting that need. The quotation includes in particular the detail of the services and of the pricing items.
3.2 Validity — The quotation drawn up by the Provider is valid for one (1) month from its date of issue, unless otherwise agreed between the Parties.
4 Order
4.1.1 Services — Sales of services are complete only once a quotation has been drawn up and accepted by the Client. Orders must be confirmed in writing, by means of a quotation and of the General Terms and Conditions of Sale duly dated and signed by the Client. Where the quotation states that Special Service Conditions apply, those conditions must also be duly dated and signed by the Client. The Client declares that it has had the time needed to assess the Provider's offer in all its aspects and expressly acknowledges that the offer matches its needs perfectly.
4.1.2 Sale of goods — Sales of goods are complete only once a quotation has been drawn up and accepted by the Client. Orders must be confirmed in writing, by means of a quotation and of the General Terms and Conditions of Sale duly dated and signed by the Client, together with a deposit of 30% of the total amount of the order, unless special conditions are agreed between the Parties.
4.2 Amendment or cancellation (professional Clients) — Any amendments to an order will be taken into account, within the limits of what is possible for the Provider and subject to its agreement, only if they are notified in writing at least 15 days before the scheduled delivery or performance date and after a new specific order form has been signed and the price adjusted where applicable. The Provider is under no obligation to accept the cancellation of an order, unless the cumulative conditions of article L121-16-1 of the French Consumer Code are met. If it nevertheless accepts the cancellation, the deposit paid remains its property and gives rise to no refund.
4.3 Amendment or cancellation (private Clients) — Amendments follow the same rules as for professionals. The Client has a withdrawal period of 14 days from the conclusion of the Contract for a service (unless the service has already been performed or has begun) and from delivery for the sale of goods. To exercise it, the Client contacts the Provider in writing, preferably by email to commerciaux@synovo-group.com, before the period expires. The goods are returned at the Client's expense, within 14 days, in their original packaging and in perfect condition, to the address: Synovo Group, 8 rue Schertz, 67100 Strasbourg. The refund is made within 14 days. The right of withdrawal is excluded for goods made to the Client's specifications or clearly personalized.
5 Financial terms
5.1 Services — Services are invoiced at the rates in force on the day of the order, in accordance with the accepted quotation. Prices are stated exclusive of tax; the VAT in force at the time of invoicing is applied. The Client pays the on-site travel costs where applicable. Certain prices may be subject to taking out a subscription with a minimum commitment period, detailed on the quotation and in the Special Service Conditions, which may also provide for price increases.
5.2 Sale of goods — Goods are invoiced at the rates in force on the day the order is placed, in accordance with the accepted quotation. Prices are stated exclusive of tax; the VAT in force is applied. The Client pays the on-site travel costs where applicable.
6 Payment terms
6.1 Services — The payment terms are detailed on the quotation signed by the Client. Where Special Service Conditions apply, the terms detailed in them depart from those of the quotation.
6.2 Sale of goods — The Client pays 30% of the total amount of the order as soon as the quotation is accepted. The payment terms for the balance are detailed on the signed quotation.
7 Late payment
Unless a deferral is requested in time and granted by the Provider, any delay in paying a sum due on its due date shall, by agreement, bear interest for the benefit of the Provider, at the statutory interest rate multiplied by three (3), calculated pro rata temporis per calendar month, each month begun being counted as a full month. Where recovery is entrusted to a third party after an enforceable title has been obtained, the Client shall also reimburse the costs and fees incurred. This clause applies automatically, without formality or formal notice. The Provider may rely on the termination clause and automatically suspend all services in progress, without this constituting a termination on its part or giving the Client any right to compensation.
8 Terms of delivery of the goods
8.1 Services not included — Unless otherwise stated on the quotation, prior installation, commissioning, staff training, technical assistance, consultancy, repair and, more generally, any service are not included in the prices of the goods delivered.
8.2 Delivery times — Delivery times are given as an indication only, as they depend on the availability of wholesalers and manufacturers and on the order in which orders are received. Delays cannot give rise to any penalty, compensation or cancellation of the orders in progress.
9 Retention of title clause
The Provider remains the owner of the goods delivered, from the day of delivery until full payment of the entire sale price, the risks nevertheless passing to the recipient as soon as the goods are made available. The provision of bills of exchange or of instruments creating an obligation to pay does not constitute payment. In the event of non-payment, the Provider is entitled to have the goods taken back at the recipient's expense.
10 Warranty
10.1 Goods manufactured by the Provider — In the event of a malfunction, the statutory warranty may be invoked. The Client may not dispute conformity if it knew of the defect or could not have been unaware of it, if the defect comes from materials it supplied, or if the defect results from improper use. The Client contacts its dedicated account manager with as much detail as possible (invoice, description); the Provider sends a return note for repair, refund or exchange.
10.2 Goods not manufactured by the Provider — Liability in the event of a malfunction lies with the manufacturer. In the absence of a maintenance contract with the Provider, the Client turns to the manufacturer. The Provider cannot be held liable for a refusal by the manufacturer to apply its warranty.
11 Client reference
The Client agrees, free of charge, that the Provider may cite its name and/or its distinctive signs (the "Client Identity") as part of its public communication. It grants the Provider the right to represent and reproduce the Client Identity, in whole or in part, on a non-exclusive and non-transferable basis, for the purpose of informing the public about their past or present business relationship, on all media now known or in the future and by all means of exploitation.
12 Data protection
The Client's personal information collected through the quotation (surname, first name, addresses, telephone, email and, where applicable, bank details) is recorded in the Provider's customer file and used solely for the management of the customer relationship: contracts, orders, deliveries, invoices, accounting, relationship follow-up and the handling of complaints and after-sales service.
The data is not kept beyond the period strictly necessary for commercial management and for legal obligations. The Provider undertakes to destroy the Client's personal data ten (10) years after the end of the contractual relationship. Access is strictly limited to authorized employees; the data may be disclosed to sub-processors bound by contract, with limited access and an obligation to comply. The Provider undertakes not to sell, rent out or transfer the data without consent, save on legitimate grounds.
In accordance with Act No. 78-17 of 6 January 1978 as amended and European Regulation No. 2016/679/EU, the Client has a right of access, rectification, portability and erasure of its data, as well as a right to restrict and to object to the processing. It may exercise its rights, on proof of identity, with the Data Protection Officer: dpo@synovo-group.com. For any complaint, it may contact the CNIL — 3 Place de Fontenoy, TSA 80715, 75334 Paris Cedex 07.
13 Disputes
All disputes to which the signed contract and the service performed may give rise, concerning its validity, its interpretation, its performance, its termination, their consequences and their effects, fall within the exclusive jurisdiction of the courts of Strasbourg.
14 Language of the contract — Applicable law
By express agreement between the Parties, these General Terms and Conditions of Sale and the purchase and sale transactions arising from them are governed by French law. They are drawn up in the French language; in the event of translation, only the French text shall prevail in the event of a dispute.
15 Acceptance of the general terms and conditions of sale
These General Terms and Conditions of Sale are expressly approved and accepted by the Client, which declares that it has full knowledge of them and waives the right to rely on any conflicting document, in particular its own general purchase conditions, which will be unenforceable against the Provider, even if the Provider was aware of them.