General Sales Conditions 1. Purpose and scope The General Terms and Conditions of Sale govern the commercial relationship between MGTI and its Clients, exclusively professionals, also taking into account any specific terms agreed upon between MGTI and each of its Clients. They define the terms of sale for the products marketed by MGTI to its Clients, exclusively professionals. Consequently, the legal and regulatory provisions intended for consumers are not applicable. In accordance with Article L 441-6 of the French Commercial Code, they constitute the sole foundation of the commercial relationship between the Parties. From the moment they are accepted by the Client, they apply to all products purchased by the Client, to the exclusion of any other document. Consequently, they replace and nullify all prior statements, negotiations, commitments of any kind, communications, whether oral or written, and any prior acceptances or agreements between the Seller and the Client. The Client declares having accepted these General Terms and Conditions in their entirety before any purchase of Products. They may be subject to subsequent modifications, particularly to account for legislative and regulatory developments, with the version applicable to the purchase of products by the Client being the one in effect on the date of acceptance of the order by the Seller under the conditions set out below. 2. Intellectual Prosperty All technical and commercial documents provided to Clients remain the exclusive property of MGTI, the sole holder of intellectual property rights over these documents, and must be returned upon request. Clients agree not to use these documents in any manner that could infringe upon MGTI's industrial or intellectual property rights and further agree not to disclose them to any third party. No right, title, or interest is granted to the Client under these general terms and conditions with respect to the names, trademarks, patents, pending patents, know-how, copyrights, and other intellectual property rights related to the products and owned by MGTI. 3. Pricings All prices are listed in euros and are exclusive of taxes, transportation, and packaging costs, which will be billed separately. MGTI markets both referenced products that are in stock and not in stock, as well as products procured specifically to fulfill a Client's order for non-referenced and non-stocked products.
These products are listed in a gross price list, excluding and including taxes, which is common to all Clients. The current price list is provided upon request when a new account is opened. Products are supplied at the price in effect at the time the Client places the order, as outlined below. Given the significant role of raw materials in the manufacturing of products selected from MGTI’s suppliers, these suppliers may revise their prices during the year. Consequently, MGTI reserves the right to adjust its price list at any time to reflect such changes. Any price modification will apply immediately, subject to the provisions set out in the following paragraphs. It is the Client’s responsibility to verify the applicable product price at the time of their order to ensure no changes have occurred. The price communicated will remain valid for 30 days from the date the Client is informed of it.
These products are subject to the issuance of a custom quotation, excluding taxes, with a validity period of 30 days from the date of issuance. The issuance of a quotation followed by an order does not entitle the Client to automatic renewal of the same pricing conditions for any subsequent orders. 4. Orders The Client purchases products by issuing orders, which will be sent to MGTI as needed. A sale is considered final only after the order is accepted by MGTI. The General Terms and Conditions of Sale and the orders form an indivisible whole. In any case, the General Terms and Conditions of Sale do not constitute an order or impose any obligation on the Client to purchase Products. An order is defined as any purchase request issued by the Client for MGTI products at the prices listed in MGTI’s price lists or as indicated in a quotation provided by MGTI. For an order involving an exchange service, the Client must send the product to be repaired to MGTI to enable validation of the order by MGTI. For an order involving a product loan, the Client agrees to return the product in identical condition. From the moment it is received by MGTI, the order becomes irrevocable if it specifies the description and quantity of the product(s) purchased. The sale is considered validly formed upon acceptance of the order by MGTI. Unless otherwise agreed in writing, each order placed and accepted constitutes an independent, instantaneous execution contract that does not grant the Client any right to renewal. 5. Order Amendment - Cancellation. At the request of the Customer
A modification or cancellation of an order is possible by the Client within 48 hours of the order being placed, unless the product has already been shipped. After delivery, the products cannot be returned, except with written agreement from MGTI and provided they are in their original packaging and have not been installed or handled. In the case of an exceptional return, return shipping costs are borne by the Client, and the return amount will be subject to a 30% deduction from the invoiced pre-tax amount.
Orders for products that require specific procurement cannot be modified or canceled once the products have been ordered by MGTI from its supplier. Consequently, these products cannot be returned or exchanged. 6. Delivery Unless express delivery is requested by the Client, delivery times, even when specified in the quotation, are provided for information purposes only and without any guarantee from MGTI. MGTI will adhere to these deadlines as much as possible. However, delays cannot, under any circumstances, justify order cancellation or the payment of any compensation by MGTI. Shipments can be organized in two ways: Directly by the Client: In this case, the goods travel entirely at the Client's expense and exclusive risk. By MGTI: In accordance with the "Shipping and Packaging" price list, the cost of which, borne by the Client, depends on the chosen shipping method. For urgent orders of stocked referenced products or non-stocked referenced products, the Client may request express delivery within mainland France. In such cases, delivery will occur within 48 hours. If the ordered product is unavailable within this timeframe, MGTI will promptly inform the Client, who may cancel the order without entitlement to any compensation. Express deliveries are billed separately, according to the current rates. Express deliveries are not available on Saturdays, Sundays, or public holidays. Delivery can only take place in the presence of the Client, as the goods must be received by the Client. Otherwise, MGTI reserves the right to charge the Client, who is obligated to pay, for the return of undelivered goods and all related handling costs. Receipt of the goods is validly carried out by any apparent representative of the Client. For deliveries outside mainland France, these may require a specific quotation from MGTI based on the destination of the product, which must be accepted by the Client beforehand. 7. Receipt The Client is responsible, in the event of visible defects, missing goods, and/or damage to delivered goods, for making all necessary reservations with the carrier. Acceptance without reservation of the products ordered by the Client covers all visible defects, missing goods, and/or damages. If reservations are not confirmed under the conditions outlined below, any delivered product will be deemed accepted by the Client.
Without prejudice to the steps the Client must take with the carrier in the event of visible defects or missing goods, any claim regarding the delivered products, regardless of its nature, will only be considered by MGTI if it is submitted in writing via registered letter with acknowledgment of receipt within three (3) days of delivery. The Client must provide all necessary evidence regarding the existence of the reported defects or missing goods. If, upon inspection, a visible defect or missing goods is confirmed by MGTI or its representative, the Client may only request from MGTI the replacement of non-conforming items and/or the supply of the missing products at MGTI's expense. The Client will not be entitled to any compensation or order cancellation.
No return of goods may be made by the Client without MGTI’s prior explicit agreement. Returned goods must be shipped freight prepaid by the Client, under their responsibility, within a maximum of eight (8) days, in their original packaging, accompanied by the delivery slip, the duly completed non-conformity form, and the corresponding invoice. MGTI cannot be held liable for any events occurring during transport, including destruction, damage, loss, or theft. Acceptance without reservation of the products ordered by the Client covers all visible defects and/or missing products. The Client's claim does not suspend their obligation to pay for the products concerned. 8. Payment Unless otherwise stipulated, invoices are payable by the Client at the registered office of MGTI, within the following terms and conditions: within 30 days end of month from the invoice date, via bank transfer or direct debit. Any delay in payment will result in the application of a penalty equal to three times the legal interest rate, automatically payable the day following the payment deadline indicated on the invoice. A fixed fee of €40 per unpaid invoice, in accordance with Article L.441-6 of the French Commercial Code, will also be charged to the Client for collection costs, without prejudice to MGTI's right to claim additional compensation with supporting documentation. Furthermore, in the event of delayed payment by the Client and after a formal notice that remains unaddressed within eight days of its receipt, MGTI reserves the right either to suspend its obligations until full payment of the amounts due, including principal and additional charges, or, if it so chooses, to consider the unpaid orders as automatically canceled. In the case of recovery through legal proceedings, the amounts owed to MGTI will be increased by 15% as a penalty, excluding taxes. Legal fees and attorney costs incurred will also be borne by the Client. No discount is granted by MGTI to the Client. 9. Property Ownership of the products is retained by MGTI until full payment of their price by the Client, including principal and additional charges. By express agreement, MGTI may exercise its rights under this retention of title clause for any of its claims on all products in the Client’s possession. These products are presumed, by agreement, to be the unpaid ones, and MGTI may reclaim or recover them as compensation for any unpaid invoices, without prejudice to its right to terminate ongoing orders. The Client may not resell unpaid products and may under no circumstances pledge or provide any security interest in the unpaid products. In the event of non-payment, the Client is prohibited from reselling stock up to the amount of the unpaid sum. In the event of seizure or any other intervention by a third party, the Client must immediately inform MGTI. If judicial reorganization proceedings are initiated, ongoing orders will be automatically suspended until the court-appointed administrator confirms the order. MGTI reserves the right to reclaim goods held by the Client or one of their customers. From the time of delivery, the Client is deemed the custodian and trustee of the goods. In the event of non-payment, unless MGTI demands full and complete performance of the sale, MGTI reserves the right to terminate the sale by operation of law after sending a formal notice that remains unaddressed for a period of eight days, and to reclaim the delivered goods. The return costs will be borne by the Client, and any payments made by the Client will be retained as a penalty clause. After sending a formal notice, MGTI may unilaterally, or through an appointed representative, conduct an inventory of its products in the Client’s possession. The Client hereby agrees to grant unrestricted access to its warehouses, stores, or other facilities for this purpose, ensuring that the identification of MGTI’s products is always possible. Despite the application of this retention of title clause, the Client assumes full responsibility for the risks associated with the products, as well as for any damage they may cause. The Client is also responsible for the costs of any necessary insurance coverage. 10. Warranty of materials delievered MGTI guarantees its products against hidden defects in accordance with applicable laws, practices, and case law, under the following conditions. MGTI's warranty applies only to products that have lawfully become the property of the Client. The warranty covers only hidden defects. Since the Clients are professionals, a hidden defect is defined as a flaw in the product's construction that renders it unfit for its intended use and could not have been detected by the Client before use. Clients are presumed to have received all technical information related to the product. MGTI does not cover damages or wear resulting from special, abnormal, or improper adaptation or assembly of the products or from using the products under conditions of use or performance not specified. MGTI's warranty is limited to the manufacturer’s warranty, including in cases of product repair, and does not entitle the Client to claim damages for any reason. This warranty automatically expires if the Client does not notify MGTI of the alleged defect within 20 calendar days from its discovery. The burden of proving the date of discovery lies with the Client. MGTI cannot be held liable for any malfunction arising from the installation of its equipment by unauthorized or unqualified personnel. The product warranty is applicable only in cases where the products are supplied and used by specialized companies. 11. Force majeure The following are considered force majeure or unforeseen events: events beyond the control of the parties, which they could not reasonably foresee, avoid, or overcome, and which render the performance of obligations entirely impossible. The following, in particular, are considered force majeure or unforeseen events releasing MGTI from its obligation to deliver within the initially agreed timeframes: strikes affecting all or part of MGTI's staff or its usual transporters, fire, flood, war, production stoppages due to unforeseen breakdowns, the inability to procure raw materials, epidemics, thaw barriers, roadblocks, strikes or disruptions in EDF-GDF supply, or supply disruptions for reasons not attributable to MGTI, as well as any other supply disruption caused by MGTI's suppliers. In such circumstances, MGTI will notify the Client by email within 48 hours of becoming aware of the events, and the order will be automatically suspended without compensation starting from the date of the event. If the event lasts more than 30 days from its occurrence, either party may terminate the order without either party being entitled to claim damages. Such termination will take effect on the date of the first presentation of a registered letter with acknowledgment of receipt notifying the cancellation of the order. 12. Responsibility MGTI is responsible for supplying the Products in accordance with the technical, legal, and financial conditions set forth in these terms, the quotations, and the orders accepted by MGTI. MGTI's liability is limited to the pre-tax amount of the order. Furthermore, MGTI shall not be held liable for indirect and/or intangible damages such as business interruption, loss of revenue, or loss of profits, with the Client waiving any claims against MGTI and its insurers in this regard. 13. Compliance with international economic and financial sanctions Pursuant to international economic and financial sanctions, including Regulation 2023/2878 of the European Union: The Client represents and warrants that it: (i) is not a sanctioned person; (ii) is not and has not been (a) in violation of the Sanctions; or (b) in connection with, or for the benefit of, a sanctioned person. The Client agrees to: (i) comply with the Sanctions; (ii) refrain from committing or omitting any act that, in MGTI's reasonable opinion, could expose MGTI to be considered in violation of the Sanctions; (iii) implement and maintain up-to-date policies and procedures to ensure compliance with the Sanctions. Without diminishing the Client's responsibilities and obligations to monitor compliance under this clause, the Client will cooperate with MGTI to provide any information from end users that may be required by MGTI to meet its obligations under applicable sanctions. The Client must promptly inform MGTI in writing if, at any time during the term of the Contract: (i) there exists a fact or circumstance that would result in a breach of the warranties provided in this clause; or (ii) it becomes aware of any fact or circumstance that could lead to a breach or suspected breach of the Sanctions by the Client or any Client Entity. If the Client, any Client Entity, or any other beneficiary of an order, including any end user, becomes a sanctioned person or breaches the Sanctions, MGTI may, at its sole discretion and without prejudice to any other rights or remedies available to it: (i) consider this event as force majeure and suspend its contractual obligations; or (ii) terminate the contract immediately upon notifying the Client, at any time during or after the suspension of the parties' obligations. The Client shall not sell, export, or re-export, directly or indirectly, including through its end users, to Russia or Belarus, or for use in Russia or Belarus, the products supplied by MGTI under this agreement. If the products covered by this contract are exported, re-exported, resold, used, or transferred in violation of sanctions, MGTI may, at its sole discretion and without prejudice to any other rights or remedies available to it: (i) consider this event as force majeure and suspend its obligations; or (ii) terminate the contract immediately upon notifying the Client, at any time during or after the suspension of the parties' obligations. In such circumstances, the Client is required, upon request and to the extent permitted by law, to provide MGTI with the final delivery address, the end user, and the end use of the products and to notify MGTI of any circumstances indicating a violation as mentioned above. The Client waives any claims of any kind against MGTI based on contract termination for any of the reasons described in this clause. The Client agrees to fully indemnify MGTI against all liabilities, costs, expenses, damages (including liquidated damages), and losses incurred or sustained by MGTI in connection with any breach or non-compliance with the provisions of this clause by the Client. The parties agree and acknowledge that non-compliance by the Client with its obligations under this clause would cause MGTI irreparable harm to its reputation and business. Therefore, notwithstanding any other provisions of this agreement, in the event of a violation or non-compliance with the provisions of this clause by the Client, the Client will fully indemnify MGTI for all liabilities, costs, expenses, damages, and losses, including irreparable harm to MGTI’s reputation and business, incurred or sustained by MGTI in connection with such violation or non-compliance, by paying, within two weeks of a simple request: (a) a penalty of 10% of the total value of the order; or (b) the price of the supplied equipment, whichever is higher. 14. Applicable law and attribution of jurisdiction Any matter relating to these general terms and conditions of sale and the orders governed by them, which is not addressed by the present contractual provisions, shall be governed exclusively by French law, expressly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute concerning the application, interpretation, validity, or enforcement of these general terms and conditions of sale, or more generally, of the sales contracts concluded by MGTI with the Client, shall fall under the exclusive jurisdiction of the Commercial Court of Paris, even in cases of third-party claims or multiple plaintiffs or defendants. Administrative numbers : Trade and Commerce Register Créteil 305 509 127 T.V.A. – FR 01 305 509 127 SIRET 305 509 127 000 67 APE 4652Z Contact details: Parc ICADE-Immeuble Abidjan 10 Place de la Loire – 94150 RUNGIS - France Tél. : 01.46.58.02.65 |
+33 (0) 1 46 58 02 65
de 9h à 12h30 et de 13h30 à 17h.
des commandes passées avant 15H pour une expédition sous 24/48H
de 8h00 à 12h30 et de 13h30 à 16h30
selon nos conditions générales de ventes
Parc ICADE
7 Place de la Loire
94150 Rungis - France