General Terms and Conditions of Sale

The General Terms and Conditions of Sale set out below define the rights and obligations of the company Kaiwo (hereinafter referred to as the “Seller”) and its customer (hereinafter referred to as the “Buyer”) in the context of the sale of goods.

Unless expressly agreed otherwise in writing, any order placed is subject to these General Terms and Conditions of Sale, which prevail over any conflicting document, including the Buyer’s purchasing conditions.

Any acceptance of an order by the Seller is strictly subject to the precedence of these General Terms and Conditions.

The prices of the goods sold are those in force on the date the order is placed. Prices are stated in euros and calculated excluding taxes. Consequently, they will be increased by the applicable VAT rate and any transport costs in force on the date of the order.

Kaiwo reserves the right to modify its prices at any time. However, it undertakes to invoice the goods ordered at the prices indicated at the time the order is recorded.

For each order, a detailed quotation will be issued specifying the goods ordered, unit prices, quantities, and any discounts granted on a case-by-case basis.

The Buyer may benefit from discounts or rebates depending on the volume of equipment ordered or the frequency of orders, according to the objective criteria defined in Kaiwo’s pricing schedule.

Early payment reduction: No discount shall be granted for early payment unless a specific written agreement is stated on the quotation.

Orders may be paid by:

• Cheque
• Credit card
• Bank transfer made prior to collection of the order, with proof of transfer

The payment deadline is specified on the quotation.

When registering an order, the Buyer must comply with the following condition: In the event of a delivery delay related to a non-stocked product, the Buyer undertakes to pay a deposit (with proof of transfer) equal to 50% of the total order amount excluding VAT, if this amount exceeds €2,000.

The remaining balance must be paid by the Buyer upon collection of the order in person, or prior to delivery in the case of postal shipment.

Payment, in whole or in part as applicable, is due on the date indicated on the invoice.

In the event of full or partial non-payment of the delivered goods one month after the invoice due date, the Buyer shall be liable to pay Kaiwo a late payment penalty equal to three times the statutory interest rate.

In B2B transactions, late payment penalties are automatically payable from the day following the invoice due date, without prior formal notice.

The statutory interest rate applied is the rate in force on the date of delivery of the goods. The penalty is calculated on the total amount including taxes outstanding and accrues from the due date without any prior notice being required.

In addition to late payment penalties, any unpaid amount, including deposits, shall automatically give rise to a fixed recovery fee of €40, in accordance with Articles L441-10 and D.441-5 of the French Commercial Code.

If, within fifteen (15) days following the implementation of the “Late Payment” clause, the Buyer has not paid the outstanding amounts or agreed on a payment schedule, the sale shall be automatically terminated and may give rise to the payment of damages to Kaiwo.

Kaiwo retains full ownership of the goods sold until full payment of the price, including principal and ancillary costs.

In this respect, if the Buyer becomes subject to judicial reorganization or liquidation proceedings, Kaiwo reserves the right to reclaim the unpaid goods within the framework of such collective proceedings.

Delivery is carried out by:

• Direct handover of the goods to the Buyer at the Seller’s premises
• Notification of availability in-store addressed to the Buyer
• Delivery by a carrier to the location specified by the Buyer on the order form

Delivery costs are borne by the Buyer unless otherwise agreed.

Delivery times provided at the time of order registration are indicative only and are not guaranteed. However, the Seller undertakes to use all reasonable efforts to meet the announced deadlines.

Accordingly, any reasonable delay in delivery shall not entitle the Buyer to:

• Damages
• A partial refund
• Cancellation or refund of the order

Notwithstanding the retention of title clause, the transfer of risks of loss or damage occurs upon handover of the goods to the carrier or to the Buyer at the Seller’s warehouse. The goods therefore travel at the Buyer’s risk.

In the event of missing or damaged goods upon delivery, the Buyer must make all necessary reservations on the delivery note at the time of receipt. These reservations must also be confirmed in writing within five (5) business days following delivery, by registered letter with acknowledgment of receipt.

The Buyer is required to inspect the condition of the goods upon receipt. Any defect (damage, non-conformity) must be reported to the Seller in writing (mail or email) within seven (7) business days from receipt, failing which the claim shall be time-barred.

The goods sold benefit from the manufacturer’s warranty. The terms and conditions of this warranty are detailed in the After-Sales Service Support Agreement, to which the Buyer is invited to refer for further information.

The Buyer is invited to refer to the After-Sales Service Support Agreement for any additional information.

The Seller’s liability is limited to the price of the goods sold. The Seller shall not be held liable for indirect damages, such as loss of profit, loss of production, or similar damages.

Returns are only accepted in cases provided for by law (right of withdrawal for distance sales to consumers, warranty claims) or in the event of non-conformity.

Any return must be subject to prior written approval from the Seller and must be made in the original packaging.

Kaiwo shall not be held liable if non-performance or delay in the performance of any of its obligations under these General Terms and Conditions results from a force majeure event.

Force majeure is defined as any external, unforeseeable, and irresistible event within the meaning of Article 1148 of the French Civil Code.

Any dispute relating to the interpretation or performance of these General Terms and Conditions shall be governed by French law.

In the absence of an amicable settlement, the dispute shall be submitted to the jurisdiction of the Commercial Court of Paris.

Within the framework of the commercial relationship, the Seller collects and processes the Buyer’s personal data for the following purposes: order management, invoicing, delivery, after-sales service, communication of information on products and services, and compliance with legal and contractual obligations.

The categories of data processed include, but are not limited to, identification details, contact information, professional activity data, payment information, and website navigation data.

The Buyer has the following rights regarding their personal data, in accordance with the General Data Protection Regulation (GDPR): right of access, rectification, erasure, restriction of processing, objection, and data portability.

Personal data may be shared with the following recipients: the Seller’s internal departments, delivery service providers, payment service providers, business partners, and administrative or judicial authorities when required by law.

Personal data is retained only for the duration strictly necessary to manage the commercial relationship and in compliance with legal retention obligations. After this period, it will be securely archived or deleted.

The Buyer must promptly inform the Seller of any changes to the information provided when placing an order (address, contact details, etc.).

The Seller undertakes to implement appropriate technical and organizational measures to ensure the security of personal data and to prevent any loss, alteration, unauthorized access, or disclosure.

By placing an order, the Buyer expressly consents to the processing of their personal data in accordance with this clause.

To exercise these rights, the Buyer may submit a request by email to: contact@kaiwo.eu