ARTICLE 1 DEFINITION
"BUYER" refers to the legal or natural person making a purchase of Products for the purpose of his or her commercial activity.
"Order" means the purchase of Products by the BUYER validated by TAKUMA.
"Terms and Conditions of Sale " or "TCS" means the present terms and conditions of sale
"Product" refers to all products offered for sale by TAKUMA to the BUYER and as detailed on the TAKUMA’s Site.
"TAKUMA" refers to TAKUMA, a French simplified joint stock company with a share capital of €23,000, registered with the Trade and Companies Register of Toulon under number 825101017, and located at 96 Impasse du Serpolet, Les entrepo ̂ ts de la Farlède, 83210 La Farlède, France, and its subsidiaries. N° IDU - Identifiant Unique pour la filière piles et batteries : FR030084_06UWQT.
"TAKUMA’s Site" refers to the site and e-store www.takuma.com .
ARTICLE 2 PURPOSE
ARTICLE 3 ACCEPTANCE
Any Order placed by the BUYER implies its acceptance without reserve of the TCS. The BUYER confirms to accept the whole TCS and to have taken knowledge of it before proceeding to placing any Order. More specifically, the BUYER agrees not to rely on its own general terms and conditions of purchase in the context of its relationship with TAKUMA, unless otherwise stipulated in writing. The BUYER declares that he has full legal capacity, enabling it to commit itself under these TCS and confirms that it shall proceed with the Orders exclusively within the framework of its professional commercial activity.
ARTICLE 4 PLACING AN ORDER
4.1 BUYER's purchase offer. The BUYER shall formalize with TAKUMA in writing an offer to purchase a Product, including the quantity and nature of the Products it wishes to purchase as well as the desired delivery method and delivery address.
4.2 Purchase order. Upon receipt of the purchase offer, TAKUMA issues a purchase order, with an order number, according to the availability of the Products and fixes the quantity of Products, the corresponding price, as well as the delivery terms (INCOTERMS). Nevertheless, any Order that seems abnormal may be suspended and may, if necessary, lead to a cancellation, at TAKUMA's discretion. Each Order is independent and cannot be offset against any other previous or subsequent Order.
4.3 Acceptance. The BUYER’s acceptance of the TCS, the quantities, prices, delivery address and transport terms appearing on the purchase order shall be presumed from the BUYER’s acceptance of all or any Products or from the payment by the BUYER of all or part of the Products. Otherwise, the BUYER may ask TAKUMA to issue a new purchase order.
ARTICLE 5 PRODUCTS
The BUYER can find out the essential characteristics of the Products by clicking on the detailed Product sheet on the TAKUMA’s Site. In case of Product shortage, the BUYER shall be informed in the email confirming its Order and acknowledges that TAKUMA has the right to cancel the Order. TAKUMA is entitled to modify at any time the offer of Products proposed for sale to the BUYER. The Products are either intended for resale or rental, or constitute demonstration equipment.
ARTICLE 6 FINANCIAL CONDITIONS
6.1 Prices. The sale prices of the Products offered by TAKUMA are indicated on the purchase order in Euros or in USD, and increased, where applicable, by VAT according to the applicable rules. The sale prices of the Products by TAKUMA are those in force at the time the BUYER places the Order. The prices do not include the shipping costs, which shall be invoiced in addition to the price of the Products purchased and shall be borne by the BUYER, in accordance with the terms of the agreed INCOTERMS. The shipping costs can evolve in the event of change of place of delivery according to the indications provided by the BUYER.
6.2 Payment. The BUYER undertakes to pay 50% of the total amount of the Order upon acceptance of the purchase order detailed in article 4.2. This payment conditions the acceptance of the Order by TAKUMA and the sending of the final Order confirmation email. In case of non-payment of this 50%, TAKUMA has the discretionary power to cancel the BUYER's Order. The balance of the remaining 50% of the Order amount is due to TAKUMA upon confirmation of the shipping date. This payment conditions the shipping of the Product by TAKUMA. As an exception to the financial terms applicable to Orders stipulated in this article 6.2, sales within France which are paid through direct debit have special payment terms. BUYER acknowledges that TAKUMA will proceed to the direct debit payment within 30 days of the end of the month.
6.3 Penalties. In the event of late payment by the BUYER, the latter acknowledges that TAKUMA is owed an indemnity for late payment penalties equivalent to the half-yearly refinancing rate of the European Central Bank (ECB refi) plus 10 points. TAKUMA shall also apply a fixed indemnity for collection costs of €40 per invoice remaining unpaid on the due date, which the BUYER expressly undertakes to pay in such a case.
ARTICLE 7 DELIVERY
Orders are delivered according to the transport terms and conditions (INCOTERMS) indicated in the purchase order and on the delivery date indicated by TAKUMA. The delivery dates indicated by TAKUMA on the purchase order are purely indicative. The BUYER therefore acknowledges that it shall not hold TAKUMA liable in case of late delivery of the Order in relation to the date indicated by TAKUMA. In particular, in case of events outside TAKUMA's control (such as force majeure, bad weather, high traffic periods on the Site or supply chain prolonged timings), the delivery times may be extended. TAKUMA undertakes to inform the BUYER as soon as possible of any delay likely to affect the Order being delivered. The place of delivery shall be the one indicated by the BUYER, who shall remain responsible for the proper taking of the Order at this place. If the Order contains an excess of Product compared to the quantity initially set, these quantities shall be paid for by the BUYER or returned to TAKUMA, under TAKUMA's responsibility and at its expense.
ARTICLE 8 RECEPTION
Upon receipt of the Order, the BUYER must check the condition and content of the Order. In case of a major defect on the physical state of the Order (knocks, tears, damaged parcel...) or on the nature, quality, or quantity of the ordered Products (missing elements and/or Products in bad condition due to transport), the BUYER will issue clear and precise reservations to the shipper, carrier, or delivery company (for example by taking pictures) and MUST REFUSE THE DELIVERY. Then the BUYER must notify within three days following the date of delivery, in writing to TAKUMA by email to the address firstname.lastname@example.org and to the delivery company. In any event, TAKUMA shall not be held liable for any damage affecting the Orders and attributable to the BUYER or to any other service provider not related to TAKUMA.
ARTICLE 9 LIMITATION OF LIABILITY
It is expressly agreed that TAKUMA's liability is strictly limited to the amount of the sums paid by the BUYER to TAKUMA under the Order, to the exclusion of any other compensation, in particular for indirect damages. Moreover, TAKUMA's liability is excluded in the following cases:
1°) In the event where the BUYER commits the least breach of the TCS.
2°) In case of unforeseeable act of a third party, in particular but not exclusively logistic providers.
3°) In case of force majeure as defined by the applicable law and case-law.
4°) In the event where the BUYER uses or stores the Products in an inappropriate manner and/or does not comply with the user guides / instructions provided by TAKUMA.
5°) In the event of direct and/or indirect, foreseeable or unforeseeable, material or immaterial damage caused by the use of the Products.
6°) In the event of technical repairs on the Products carried out without TAKUMA's control or authorization.
7°) in the event of defective packaging, equipment packaging, cables or accessories used with the Product.
ARTICLE 10 WARRANTY
TAKUMA undertakes to deliver an Order of Products that comply with the specifications of the Products detailed by TAKUMA and the BUYER shall have, in this respect, a warranty of conformity and good working order for a period of two years in the European Union and one year outside the European Union, as from the receipt of the Products by the BUYER. In case of non-conformity of the Product detected by the BUYER, the latter shall immediately contact TAKUMA in writing at email@example.com to provide TAKUMA with detailed and precise explanations on the non-conformity of the Products. Takuma may request the BUYER to send, within a reasonable time, the Order in its original packaging and optimally packaged to the address specified by TAKUMA. TAKUMA reserves the discretionary right to refund the BUYER or to replace or repair the Products.
The causes of exclusion referred to in Article 9 shall apply equally to the warranty provided for in this Article. This warranty is also expressly excluded in the event that the Products are rented or intended for rent.
This warranty applies without prejudice to the mandatory legal warranties.
ARTICLE 11 RETENTION OF OWNERSHIP AND TRANSFER OF RISK
TAKUMA shall retain full ownership of the Products sold from the Order confirmation until full payment of the price of the Order, in capital, costs and taxes included. Failure to pay may result in TAKUMA claiming the Products. The transfer of the risks of loss or deterioration of the Products of the Order shall take place as from the receipt of the Products by the BUYER.
ARTICLE 12 INTELLECTUAL PROPERTY
Unless otherwise stipulated or as an automatic consequence of the nature of the TCS, nothing in the TCS grants or confers to the BUYER any right or license in TAKUMA's intellectual property on the Products or the TAKUMA brand. The BUYER acknowledges that all the trademarks held directly or indirectly through a license or under license by TAKUMA are well-known, known to the public and attached to a quality image. Consequently, the BUYER undertakes to preserve and maintain this image. TAKUMA's e-stores and all its elements and Products therein (brand, drawings, logos, models, etc...) are the exclusive property of TAKUMA. Any total or partial reproduction is prohibited, except with the express written authorization of TAKUMA.
ARTICLE 13 PROTECTION OF PERSONAL DATA
ARTICLE 14 APPLICABLE LAW – JURISDICTION
The TCS are subject to French law. Any dispute relating to the existence, interpretation, performance or breach of the contract for the sale of Products entered into between TAKUMA and the BUYER, and of the TCS, shall, in the absence of amicable agreement, be under the exclusive jurisdiction of the Commercial Court of Paris.
ARTICLE 15 AMENDMENT
TAKUMA reserves the right to amend the TCS at any time in a new updated version. It is the BUYER's responsibility to read them carefully. The TCS applicable to the Order are those accepted by the BUYER at the time it places its Order.