Conditions Générales de Vente
These General Terms and Conditions of Sale (hereinafter the “Terms of Sale“) apply, without condition or reservation, to all offers, sales, provision, delivery and, where applicable, installation of products by FINX (hereinafter “FinX“), either in France or abroad, to its customers or business partners (hereinafter the “Customer(s)”), namely for the electric and propellerless marine engines and pumps and the corresponding accessories and spare parts having the essential characteristics as presented on the website www.finxmotors.com or on a trade show or on any documentation provided by FinX to the Customer, within the limit of the validity date indicated on the said documentation (the “Product(s)”).
Any contract entered into with the Customer constitutes full and unreserved acceptance of these Terms of Sale by the Customer.
Unless agreed otherwise in writing by FinX, the Terms of Sale prevail over any other general terms and conditions or standard provisions, including any Customer documents or general terms and conditions, which are unenforceable against FinX.
Any modification or derogation from the Terms of Sale must have been agreed beforehand in writing between FinX and the Customer
The Products and/or Services are sold by FinX, French simplified limited company (société par actions simplifiée) with a share capital of €54,954, registered on Le Havre Trade and Companies Register under No 851 734 236, 1 rue de Bruneval, 76610 Le Havre, France.
3.1 Online Orders. Any Customer may place an order online on FinX’s website www.finxmotors.com, by choosing one or more Products that he/she/it places in his/her/its bag, before filling in the information concerning him/her/it, the choice of the delivery method, the information necessary for delivery, consulting the summary of his/her/its order, taking note of and accepting the present Terms of Sale, then confirming his/her/its order by clicking on the “validate my order and proceed to payment” button before proceeding to payment. Any order accepted by FinX will be the subject of a written confirmation from FinX sent by e-mail and summarising the order itself. Any order from the Customer is only considered final after the receipt of the above-mentioned confirmation email (the “Online Order”) The prices of the Products are the ones available on FinX’s website on the date of the Order. The Customer holds FinX harmless from all legal, financial, tax or other consequences that may arise from the information provided by the Customer. An Order does not become firm and final, nor does it give rise to the formation of the contract between FinX and the Customer (the “Contract“), until written confirmation has been sent by FinX, by letter or email, to the Customer. FinX reserves the right to refuse any Order for legitimate reasons. Once an Order is confirmed by FinX, it may no longer be cancelled or modified, unless agreed otherwise in writing by FinX. In case of cancellation of an Order notwithstanding the foregoing, the sums paid to FinX shall remain vested in FinX, without prejudice to any other compensation that FinX may be entitled to claim. Any additional request regarding the Order must be agreed separately or be the subject of a written amendment to the Order.
3.2 Other Orders. Any Customer may place an order with FinX by letter or email referring to the Products and their quantity (the “Commercial Request”). In response, FinX prepares a written commercial or technical-commercial proposal for the concerned Products (the “Commercial Proposal“). It is the Customer’s responsibility to provide FinX with all documents and information relevant to producing the Commercial Proposal and, ultimately, FinX supplying the Products and as the case may be to instal the Products on the Customer’s equipment (the “Equipment“), and any legal, regulatory and/or professional requirements specific to the Equipment. The Commercial Proposal only includes the Products set out in the Commercial Request. The prices of the Products are valid for three (3) months from the date of communication of the Commercial Proposal to the Customer, unless otherwise expressly stipulated in the Commercial Proposal. The Customer holds FinX harmless from all legal, financial, tax or other consequences that may arise from the information provided by the Customer and used by FinX to produce its Commercial Proposal. If the Customer agrees on the Commercial Proposal, it may place a proper written order by returning the signed Commercial Proposal by letter or email to FinX (the “Order”). An Order does not become firm and final, nor does it give rise to the formation of the contract between FinX and the Customer (the “Contract“), until written confirmation has been sent by FinX, by letter or email, to the ordering party. FinX reserves the right to refuse any Order for legitimate reasons. The signing of the Commercial Proposal constitutes acknowledgement by the Customer that the Products proposed by FinX meet the needs as expressed by the Customer. Once an Order is confirmed by FinX, it may no longer be cancelled or modified, unless agreed otherwise in writing by FinX. In case of cancellation of an Order notwithstanding the foregoing, the sums paid to FinX shall remain vested in FinX, without prejudice to any other compensation that FinX may be entitled to claim. Any additional request regarding the Order must be agreed separately or be the subject of a written amendment to the Order.
3.3 Right of withdrawal for natural persons. As an exception to the above provisions, for Customers who are not legal persons, and with the exception of personalised Products (i.e. those made to the Customer’s specifications or clearly personalised), the Customer has a period of fourteen (14) clear days from the delivery of the Product or, in the case of a grouped order, from the delivery of the last Product, to exercise his/her right of withdrawal without having to justify his/her reasons and without penalty. The Customer wishing to exercise his/her right of withdrawal must send his/her unequivocal request for withdrawal by e-mail with acknowledgement of receipt to the following address: email@example.com or by letter with acknowledgement of receipt to 1 rue de Bruneval, 76610 Le Havre (France). The letter informing FinX of the Customer’s intention to withdraw must imperatively contain the Customer’s name, first name, address as well as the reference of his/her order. A withdrawal form is attached to the present Terms of Sale. The Customer has a period of fourteen (14) days to return the Products as from the communication to FinX of his/her decision to withdraw. FinX undertakes to reimburse the Customer within fourteen (14) days from reception of the returned Products or a proof of expedition of the return Products. The costs for returning the Products shall be borne by the Customer.
3.4 Availability of the Products. FinX may interrupt the marketing of any of its Products at any time. Such an interruption shall not affect Orders previously accepted by FinX.
4.1 Preparation and shipment. FinX prepares the Products at its own expense and risk, using the packaging of its choice. FinX is free to use the carrier of its choice to deliver the Products. The Incoterm applicable to the shipment and delivery of the Products (including which party bears the cost) is as shown in the Commercial Proposal and is determined based on the geographical area where the Customer has requested that the delivery takes place.
4.2 Place of delivery. The Products are delivered at the place where the Equipment is located or any other address decided by the Customer, as specified by the Customer in the Order. Products ordered through Online Orders are delivered in Metropolitan France and Corsica only. FinX will examine on a case-by-case basis, the feasibility of any requests to change the place of delivery, based on the time between the request and the indicated date of delivery. In any event, a request to change the place of delivery may only be deemed accepted after written confirmation by FinX, subject to any adjustment in the price.
4.3 Local regulations. FinX makes its best efforts for the Products, and where applicable their installation, to be compliant with the local laws and regulations applicable. In this regard, the Customer is required (i) to inform FinX of any local regulations of which it is aware, to enable FinX to fulfil this obligation, and (ii) to obtain all the authorisations and/or documents needed to install the Products in the Equipment of the Customer. The Customer will provide FinX with all necessary assistance in the event that the delivery and, where applicable, the installation of the Products require FinX to carry out customs formalities or other administrative procedures.
4.4 Delivery time. The delivery time and, if applicable, installation time are provided by FinX to the Customer on an indicative basis upon acceptance of the Order, based on the availability of manufacture, transport and, if applicable, installation of the Products on the date of the Order. If delivery and, where applicable, installation is delayed, FinX will inform the Customer as soon as possible and shall make its best efforts to limit the consequences of the delay. No delay in delivery permits the Customer to terminate the Contract or refuse the Products concerned, nor does it give rise to any discount, compensation, or penalties.
4.5 Impediment on the part of the Customer. If the Customer anticipates a failure, inability, or delay on its own part in performing its obligations and duty of cooperation pursuant to these Terms of Sale and/or the Commercial Proposal that could prevent FinX from delivering and, where applicable, installing the Products, it will inform FinX without delay, specifying the reasons for this impediment and the solutions envisaged to remedy it. Depending on those reasons and/or solutions, FinX may, at its discretion, suspend the performance of its obligations pending compliance by the Customer with its obligations, or remedy the situation itself in order to be able to continue the performance of the Contract. In either case, FinX will invoice the Customer for the full cost of the consequences of this situation. If the performance of the Contract is suspended pending the Customer’s compliance with its obligations, the failure of the Customer to provide a solution within a period of two (2) months constitutes a breach likely to result in the termination of the Contract by FinX under the conditions provided below.
4.6 Acceptance without installation of the Products. The Customer must inspect the Products when they are delivered and verify that they comply with the Order. The Customer mentions on the acceptance slip any apparent defect in the Products and/or any discrepancy between the Order and the Products delivered.
4.7 Acceptance with installation of the Products. When FinX installs the Products, the Customer agrees to give access to the place of delivery to FinX’s staff and/or to any service provider or subcontractor of FinX’s choice, and to provide the same with any information relating to the Equipment necessary for the performance of the Contract (access conditions, specific equipment, connections, internal rules, safety rules, etc.). It is the Customer’s responsibility to ensure, at its own expense, that the conditions are met as regards the Equipment. To this end, access to the Equipment will be given during the usual working days and hours. The Customer is responsible for the supply of consumable products necessary for the installation of the Products in the place where the Equipment is located. When visits are arranged by FinX and the Customer for the purpose of installing the Products, the Customer will ensure that qualified members of its staff are present for such visits and have the authority to represent and make decisions on the Customer’s behalf. FinX sends a notification to the Customer when it considers that the installation has been completed and that the Customer can accept the Products as installed, proposing to the Customer dates for carrying out a test to check that the Products are in good working order. The Customer will provide any raw materials which may be necessary for carrying out this test. Once the test has been performed, FinX will ask the Customer to sign the acceptance slip for the Products; the Customer’s signature serves as acceptance of the Products. The Customer records in the acceptance slip any reservations it deems appropriate to formulate, with mention of any defects noted. Any reservation not mentioned in the acceptance slip will be deemed as not formulated by the Customer. If the Customer records no reservations in the acceptance slip, acceptance is deemed final. If the Customer records one or more reservations in the acceptance slip, acceptance is deemed provisional. FinX then agrees to intervene as soon as possible to identify the origin of the declared defect and resolve it if the defect affects the proper functioning of the Products. FinX will send to the Customer a report of the work it has carried out, and it is the Customer’s responsibility to carry out a new functional test of the Products. The absence of a response from the Customer to FinX’s report within a period of ten (10) working days shall constitute the lifting of the reservations, and consequently final acceptance of the Products. Minor defaults or defects that do not affect the proper functioning of the Products shall not prevent the final acceptance of the Products. Upon receipt of notification of completion of installation of the Products, the Customer may also decide not to have a test carried out as to the good working order of the Products, in which case the Customer sends FinX the signed acceptance slip.
4.8 Use constitutes acceptance. If, for any reason whatsoever and in any way whatsoever, the Customer uses the Products prior to their acceptance in the conditions provided for above, such use shall constitute final acceptance of the Products by the Customer without reservation, unless FinX has expressly agreed in writing to allow the Customer to use the Products prior to their acceptance.
4.9 Complaints. Any complaint relating to any apparent defect in the Products delivered, and where applicable installed, must be sent to FinX in writing within two (2) working days of the date of signature of the acceptance slip by the Customer. No damage or destruction occurring after the signature of the acceptance slip by the Customer will have the effect of releasing the Customer from its obligation to pay for the Product(s) concerned under the conditions provided for in the Contract and these Terms of Sale.
The maintenance of the Products is the subject of a separate contract, if any, concluded by the Customer either with FinX or with FinX’s partner company in charge of maintaining the Products, at the discretion of FinX. The operational and financial conditions of maintenance are as described in said contract.
6.1 Transfer of risks. Subject to the Incoterm indicated in the Commercial Proposal, the transfer of risks regarding the Products takes place upon signature of the acceptance slip by the Customer. Notwithstanding the foregoing, the Customer will be liable for damage caused to the Products prior to the signing of the acceptance slip if it is shown that the Customer, its staff, or subcontractors are the cause of the damage
6.2 Retention of title. Ownership of the Products is transferred by FinX to the Customer upon receipt of full payment of the price, under the conditions set out below.
7.1 Price. The price of the Products which are the subject matter of the Contract is as indicated on the website on the day of the Online Order or in the Commercial Proposal. The price is specified in euros, exclusive of tax. For Online Orders, the price is paid online by credit card, bank transfer or Paypal or equivalent online payment service at the time of ordering. For other Orders, the price is paid (i) 50% upon confirmation of the Order by FinX and (ii) 50% upon acceptance of the Products.
7.2 Discounts. No discount is granted in the event of advance payment.
7.3 Travel and subsistence expenses not included in the price. The travel and subsistence expenses incurred to carry out the installation of the Products are not included in the price of the Products. The Customer agrees to reimburse FinX for these travel and subsistence expenses provided they have been incurred by FinX in connection with and for the purpose of providing the installation of the Products. Without prejudice to the foregoing, the Parties expressly agree that the Customer shall not be bound to reimburse FinX (i) for any costs not duly justified by the provision of a receipt to the Customer within sixty (60) days of the expenditure in question having been made, and (ii) for any expenditure the amount of which, taken individually, exceeds the sum of and which has not been approved in advance by the Customer in writing on a case-by-case basis.
7.4 Additional costs. Any additional service, other than delivery, and where applicable installation, of the Products and/or provision of the Services provided for in the Contract may not be performed by FinX without first entering into a written agreement specific to that service. If additional work is requested by the Customer, the financial proposal to be prepared by FinX will be based on the daily rates shown in the Commercial Proposal. The Parties agree that these daily rates do not include the travel and subsistence expenses that FinX could incur in order to carry out the additional work in question. The Customer agrees to reimburse FinX for these costs provided they have been incurred by FinX in connection with and for the purpose of providing this additional work. Without prejudice to the foregoing, the Parties expressly agree that the Customer will not be bound to reimburse FinX (i) any costs which are not duly justified by the provision of a receipt to the Customer within ninety (90) days after the expenditure in question has been made, and (ii) any expenditure the amount of which, taken individually, exceeds the sum of three thousand euros (€3,000) and which has not been approved beforehand by the Customer in writing on a case-by-case basis.
7.5 Invoicing. Unless otherwise stipulated, each payment deadline provided for in the Commercial Proposal gives rise to the establishment of an invoice. Reimbursement of any travel and subsistence expenses, as well as any additional costs provided for above, shall be subject to ad hoc invoicing as and when the expenses concerned are incurred or the work concerned is carried out.
7.6 Payment terms and methods. Unless otherwise expressly stated in the Commercial Proposal, invoices for Orders other than Online Orders are payable on receipt, by bank transfer to the account that FinX has specified in the Commercial Proposal. Even in the event of dispute, any invoice must be paid on its due date, and will be subject to subsequent adjustment if necessary. Any offsetting of amounts invoiced by FinX is prohibited, unless FinX gives its prior written consent.
7.7 Late payment interest. In the event of non-payment of an invoice on its due date, late payment penalties equal to the interest rate applied by the European central Bank plus 10 points shall automatically apply, without prior formal notice and without prejudice to FinX’s other rights and remedies. A sum of forty (40) euros, fixed by decree, will also be invoiced as recovery costs.
If the Customer or FinX fails to perform any of their obligations under these Terms of Sale or the Commercial Proposal, the Contract will be automatically terminated with no formality needed thirty (30) days after a notice given by registered letter with acknowledgement of receipt has remained without effect, in whole or in part, during this time, and subject to any damages that the injured party may claim. The injured party may waive the right to benefit from this clause.
If the Contract is terminated by the Customer in the absence of any failure by FinX in the performance of its obligations, all the sums paid or remaining due by the Customer before this termination will remain vested in FinX, so that the Customer may not claim any reimbursement, no matter when this termination was effected.
For Customers who are not legal persons, the Products are covered by the legal guarantee of conformity as set forth by Articles L.217-4 to L.217-14 of the French Consumer Code, as well as the guarantee of hidden defects as set forth by Articles 1641 and following of the French Civil Code.
FinX rejects all other warranties or implicit or explicit conditions, within the limits provided by law.
In the event of any defect or non-compliance of the Products found by the Customer during the warranty period, the Customer will promptly notify FinX, by registered letter with acknowledgement of receipt, describing the defect found and its level of seriousness regarding the functioning of the Product(s) and, where applicable, the Equipment. FinX or one of its subcontractors will intervene within a reasonable timeframe to either repair or replace the defective Product, as it so chooses. The date on and time at which this work is to be carried out is set by mutual agreement between FinX and the Customer.
All costs incurred by FinX or any of its subcontractors in implementing the warranty following notification sent by the Customer under the conditions provided above shall be reimbursed by the Customer if, upon examination of the allegedly defective Product(s), no defect is found.
FinX accepts no liability for any indirect damage. Any material damage; financial or commercial loss; loss of production, turnover, profit, orders, or customers, as well as any action directed against the Customer by a third party, arising from or related to the use or inability to use the Products, shall be deemed to be indirect damage under these Terms of Sale.
Except in the event of gross negligence on the part of FinX within the meaning of the applicable law, and within the limits provided by law (notably in the event of death or physical injury), FinX’s liability in the event of direct damage and resulting from a proven fault (i) may in no case exceed the price paid by the Customer for the Product(s) concerned, and (ii) shall lapse within one (1) year from the date of commencement of the statutory limitation period. The Customer shall in all circumstances endeavour to minimise the damage suffered by it.
FinX’s performance of all or part of its obligations will be suspended in case of force majeure, as defined by applicable law, which either prevents or delays this performance. The events deemed to be such force majeure events include, but are not limited to, war, riots, embargoes, bad weather, fire, epidemics, civil commotion, strikes of any kind, shortages in raw materials or difficulties in supplying the Products. If it is impossible for FinX to perform all or part of its obligations because of a force majeure event, FinX will notify the Customer without delay of the incident constituting the force majeure event and will make every effort to provide a solution or try to limit the consequences. The obligations of the parties will be suspended without one party being liable to the other. By express agreement, the parties acknowledge that the occurrence and persistence of a force majeure event does not give rise to the right to terminate the Contract, unless suspension of the parties’ obligations lasts for more than 60 (sixty) consecutive calendar days. If the Contract is terminated due to the persistence of an event constituting force majeure, no liability may be sought, nor any financial compensation claimed.
The patents, names, trademarks, and trade names used by FinX in connection with the supply of the Products, as well as all intellectual property rights relating thereto, remain the exclusive property of FinX; the supply of the Products does not entail any transfer of any nature whatsoever of any of these rights to the Customer.
The Customer represents and warrants that it is the owner of the documents delivered to FinX under the Contract, and the owner of the intellectual property rights relating thereto. The Customer grants FinX, free of charge, a right to use these documents for the purpose of performing the Contract
The parties acknowledge that the information received in connection with the negotiation and performance of the Contract is of a strictly confidential nature (hereinafter the “Confidential Information“). Accordingly, each party expressly refrains from using such Confidential Information other than in connection with the performance of the Contract. Each Party agrees that it will disclose the Confidential Information it has received during the performance of the Contract only to those employees and/or third parties who need to know this information and who have previously agreed in writing to comply with the terms and conditions of this clause. In addition, each Party agrees to treat the Confidential Information transmitted by the other Party with the same degree of attention as it pays to its own confidential information and at least with reasonable attention. The parties remain bound by this confidentiality obligation for a period of five (5) years from the termination of the Contract.
FinX, and as the case may be the Customer, shall comply with the applicable laws and regulations on the protection of personal data, and in particular the General Data Protection Regulation (GDPR – Regulation EU 2016/679 of the European Parliament and of the Council of 27 April 2016) and the amended law of January 6, 1978 on information technology and civil liberties (together, the “Applicable Regulations”).
For the sale of the Products, and based on the Customer’s legitimate interest, FinX collects some data including, as regards natural persons, their personal data such as their name, address, phone number, email address, bank details (the “Personal Data”).
The Personal Data collected are kept for the time necessary to achieve the sale plus the duration of the applicable legal requirements.
In accordance with the Applicable Regulations, Customers have the right to access, rectify, delete, and limit their Personal Data processed by FinX by sending their request by email to firstname.lastname@example.org.
Customers have the right to lodge a complaint with the Commission Nationale de l’Informatique et des Libertés (CNIL – the French Data Protection Authority).
15.1 Governing law. The Contract is governed by and construed in accordance with French law, without regard to any conflict of law rules. The application of the United Nations Convention on the International Sale of Goods (Vienna Convention) is excluded.
15.2 Mediation. Pursuant to the provisions of Article L.612-1 of the French Consumer Code, Customers who are not legal persons may have recourse, free of charge, to a mediation service, such as, to be contacted either electronically at the address or by post at the address.
15.3 Disputes. Any dispute relating to the validity, interpretation, performance, or termination of the Contract that cannot be resolved amicably within twenty (20) days of its occurrence will be subject to the exclusive jurisdiction of the courts within the jurisdiction of the Court of Appeal of Paris, notwithstanding multiple defendants, interlocutory application, addition of co-defendants, emergency proceedings, summary proceedings or injunction application without notice.
16.1 Taxes and expenses. Fees, charges, and taxes of any kind relating to the Products sold shall be borne by the Customer.
16.2 Subcontracting. FINX reserves the right to subcontract all or part of its obligations for the sale, delivery and/or installation of the Products.
16.3 Intuitu Personae. The Contract is strictly personal to the Customer and may not be assigned or transmitted in any way without FinX’s prior written consent.
16.4 Severability. If one or more provisions of the Terms of Sale are held to be invalid or inapplicable under the terms of a treaty, law, or regulation, whether internal or international, or a decision handed down by a competent court, this or these provisions will be considered severed and will not affect the validity of the other provisions of the Terms of Sale, which will retain their force and scope. In such event, the Parties agree that the Contract will not be terminated and that they will make all necessary modifications, in accordance with the balance of the Contract, so that it complies with the said terms, without any compensation being claimed by either party.
16.5 Waiver. The fact for FinX not to avail itself, for any period whatsoever, of any of the provisions of the Terms of Sale shall not be interpreted in the future as a waiver of the provision in question.
16.6 Commercial references. FinX may use, in its commercial documents and/or brochures and on its website, the Products provided to the Customer, as a customer reference. The Customer agrees that its name and logo will be used for this purpose.