General conditions of sale

The SEILLY website.com was designed by the SEILLY company which is the owner and holder of all the rights attached to it.

Registered office :

18, Rue Général Gouraud 67210 Obernai France tel. 33 (0) 3 88 95 55 80 Fax 33 (0) 3 88 95 54 00

SEILLY Capital GAEC 900.000 Francs Rcs Saverne Ti D 348 098 120 APE : 011G

The present general conditions of sale are systematically made available to each buyer to enable him to place an order. Filling the purchase order appearing on the site and validating the order (clicking on the button « Validate my order « planned for your convenience) by a net surfer implies full and whole acceptance of the present General conditions which will solely be applicable to the contract thus concluded.

The customer or the prospective customer while clicking on the button « validate my order », certifies that the product consignee just as himself abide by the laws and regulations of his state or country as regards the possession or the consumption of SEILLY products.

1. General information

The validation of the order by the customer implies his acceptance of the present General Conditions of sale. No contrary provision on the purchase conditions , letters, acknowledgment of delivery or other documents coming from the Customer could be opposed to SEILLY.

The information included in the catalogs, notes and price lists are given for information only since SEILLY may be brought to modify them at any time and without previous notice on account of changing economic conditions.

The site contains at any time a selection of products which is not legally considered as a permanent offer.

The photographs - in support of the text - illustrating the products do not enter the contractual field. If any errors have occurred SEILLY could in no way be held liable for them.

The geographical area covered by the offer just as the geographical area of delivery by SEILLY are limited for the time being to Europe and to North America. Other destinations will be available later on.

For further information on the areas to be covered you can send an E-mail to Info@seilly.fr

2. Purchase Orders

An order becomes final only after acceptance by SEILLY and by E-mail, mail or fax.

a) Confirmation by electronic mail (E-mail) by SEILLY.

After validation of the payment the order is supposed to be accepted by SEILLY. SEILLY will then confirm the acceptance of the order to the customer by electronic mail (E-mail) or any other means that he finds suitable such as mail, fax. This confirmation, or if the case arises, the refusal to accept an order thus will be confirmed to the customer at the latest, 24 hours (working time) after the reception of an order. Furthermore SEILLY reserves the possibility not to cash a payment and thus not to confirm an order for any reason whatsoever due in particular to the shortage of products, a problem related to the received order or a foreseeable problem concerning the delivery to be carried out. In the event of a shortage of products you will be informed about the delivery time concerning your order.

b) Period of validity of the offer.

The offers of products are valid within the limits of stocks indicated at the time of the proposal of the offer. The maximum weight of an order cannot exceed 25 kg. Beyond that weight, the customer will have to contact SEILLY to examine the particular conditions of his order.

c) Detailed Mention of the Price of the offered product

The total price indicated in the confirmation of order by SEILLY is the final price. This price includes the price of the products appearing in the offer of selection, of packing and transport and does not include taxes and excise duties for export out of France.

d) Acceptance of the offer

The customer officially is committed to paying the stipulated price for the provision of services by SEILLY (price of product and of transport) as well as to paying or getting products paid, if the case arises, and this directly to the forwarding agent or carrier, the customs duties, the VAT or other taxes due at the time of the importation of the products in the country of the place of delivery (this is the case of some non E.U. member countries.)

e) Time limit of retractation

The time limit of retractation is seven working days starting from the day of their reception materialized by the date on the delivery form, if the confirmation by electronic mail (E-mail) of the information has been delivered.

Failure by SEILLY to comply with the obligation of confirmation by electronic mail or any other means implies that the time limit of retractation is increased to three months starting from the day of the reception of the product by the customer.

If within this three months’ time limit, the confirmation by electronic mail (E-mail) is delivered and the customer has acknowledged receipt, the seven working days deadline starts from the aforementioned confirmation.

In the event of the exercise of the right of retractation, SEILLY shall refund the sums paid to the customer, the return expenses being however charged to the customer.

Refunding is due within a 30 day maximum time limit.

3. Prices

The invoiced prices for the customer concerning the products are prices excluding taxes and are established on the basis of SEILLY’s prices in force at the date of the order. Orders of particular services and products not appearing on the SEILLY price list will be invoiced at the agreed price on the commercial proposal.

4. Delivery

The customer is committed to indicating to SEILLY a phone number and an address for delivery of products during business hours .

a) Subject to particular stipulations, the products appearing on the SEILLY price list are delivered within 10 working days starting from the day of the acceptance of the SEILLY order such as defined in article 2 above.

The delivery times indicated by SEILLY are given for information only. SEILLY endeavours to comply with them. However exceeding the delivery time limit can involve neither cancellation of the order nor any compensation. Any clause of penalty due to delay which would be included by the customer in his order remains without effect by enforcing article 1 of the present general conditions of sale.

b) The delivery times mentioned in subclause 1 of the present article do not apply for sales made to customers whose amount is higher than 500€. For the latter the products appearing on the SEILLY price list are delivered at the latest within 30 days starting from the day of accepting the order by SEILLY such as defined in Article 2 mentioned above. SEILLY endeavours to abide by the fixed time limit. However, if exceeding 7 days, the customer will benefit from a 60 day limit starting from the stated date for delivery to cancel the contract in accordance with the law of 18th January 1992.

c) Delivery is supposed to be carried out as soon as the product has been put at the customer’s disposal by the carrier , materialized by giving a delivery voucher signed by the customer ( see below « delivery »). It is up to the addressee to check the consignment on arrival and to make all restrictions and claims that would seem justified ; the aforementioned restrictions and claims must be made to the carrier by registered letter acknowledging receipt in the three working days following the delivery of the products.A duplicate will immediately be sent to SEILLY.SEILLY cannot be held liable for any suffered damage of the products because of transport.

d) If the delivered products are not in accordance - as regards nature or quality - with the specifications mentioned on the delivery voucher, the customer must under penalty of forfeiture express by written word his claims to SEILLY within 8 days after delivery.

e) The transport costs are charged to the customer. Being subject to variations according to the type of order (amount, nature, volume) they are indicated at the moment of ordering and on the order confirmation prior to delivery.

f) Those delivery times have been communicated by our carriers.They are calculated on the basis of working days - from Monday to Friday (except on holidays). They are indicated for information only.

Average transport time limits

France 24 hours

Europe 24 hours to 48 hours , North America 48 hours to 96 hours , Asia-Africa 48 hours to 96 hours , South America 72 hours to 144 hours.

5. Property restrictions - Possible Risks

SEILLY expressly reserves the possibility to keep possession of the delivered products till the total payment of the sales price and interests, expenses and other accessories. In that respect giving a draft, a cheque or any other bond representing an obligation to pay has no value of payment in accordance with the present clause. Payment will only be considered as carried out when SEILLY really cashes the price. However the risks incurred are transferred on the Customer as soon as the products are delivered.

The customer is committed to seeing to it that he keeps and preserves the products and to subscribe to all insurances on the account of « who it will belong to » in accordance with article L 112.12 of the the insurance code to cover the damages and accidents likely to be caused both to the products and by the products. Till the total payment, the customer won’t pawn or use in any manner the products as a guarantee. However the customer will be able to use the products while carrying on a normal activity. Furthermore the customer is not authorized to modify or sell the products. The Customer is committed to registering the bought products and making it appear on a distinct line of his balance sheet or statement of accounts. In the event of non payment by the customer of the products at the expiry date as well as in case of suspension of payments by the customer, SEILLY without forfeiting any other of his rights will be able to claim the products. SEILLY will be able immediately to take stock of the unpaid products possessed by the customer with due competition of his financial claim on the customer who fails to pay without any compensation, deposit or offer of deposit being set against him.

The deposits paid earlier will remain SEILLY’s property by way of withdrawal , the implementation of the clause of reserve carrying the cancellation of the contract.

6. Terms of payment

The products are payable when being ordered. Any sum paid by the customer prior to the delivery of the product is a deposit on the sales price finally owed by the customer. In the event of failing or delaying total or partial payment at the expiry date mentioned on the SEILLY invoices the buyer incurs as of right, interests on arrears equal to the legal interest rate with a surcharge of 1,5 points, this without prejudice to Seilly’s right as mentioned in article 7 below.

The terms of payment cannot be delayed for any reason whatsovever. The Customer refrains from assuming the right to retain any amount of the price owed at the scheduled expiry dates. The sale, the transfer, the pledging remittance or the contribution of all or part of his business or of his material by the customer as well as failure to pay or to accept one of the drafts at the given expiry date authorize SEILLY without prejudice to any other rights and action to suspend any delivery until total payment. The owed sums shall be paid without delay .

7. Avoidance clause

Failure of the customer to fulfil totally or partially one of his obligations, or to comply with any expiry date whatsoever, any breach of trust concerning the customer, more particularly, a pledge on all or part of the business may according to SEILLY’s will , on the one hand lead to the loss of the deadline and therefore to the immediate obligation to pay the sums still owed on any account and suspending any delivery, and on the other hand, the cancellation of the current contracts. The cancellation of the contracts will normally occur without legal formalities at the close of a period of 8 days starting from sending to the customer a formal demand to pay by registered letter with acknowledged receipt mentioning the intention to use the present clause and remained without effect, without prejudice to the other rights of SEILLY. In the event of the implementation of the present avoidance clause, SEILLY or his representative is expressly authorized to penetrate into the customer’s premises to recover the products concerned by enforcing article 5 .

8. Guarantee

a) SEILLY exclusively guarantees the products of his brands against every manufacturing defects. No guarantee applies in case of defects and damages due to exterior circumstances, to accidents in particular thermal accidents of wear and non conforming use contrary to SEILLY’s directions. Are also excluded from this guarantee, the products modified by the customer or any other person non authorized by SEILLY.

b) Similarly, the guarantee does not apply for obvious defects, missing items and conformity defects of the product for which all claims will have to be formulated by the customer within the eight days of the delivery of the products under penalty of forfeiture. On account of this guarantee, the sole obligation which it is his responsibility to face is to replace the product recognized as being defective and to be returned to SEILLY.

c) Any return of a product in a position to benefit from the guarantee must be first accepted by E-mail, mail or Fax by SEILLY. For this purpose the customer will contact by phone the SEILLY after-sales service . If the product is established as being defective, SEILLY will transmit to the customer a product return authorization number. Any product established as defective will have to be returned in its original package and accompanied by its product return number.

d) Expenses and all risks related to the returned product are charged to the customer. Any replaced product according to the terms of the guarantee will remain SEILLY’s exclusive property. The present guarantee excludes any other guarantee.

e) It is expressly understood that SEILLY will not incur any liability for any direct or indirect damage and costs or for any losses suffered and notably loss of profits and any damage or expenses following the use or impossibility of use of the product. The present clause will not put an obstacle in the way of the legal guarantee.

9. Product return policies

Supposing that SEILLY accepts the product to be returned , the latter one will have to be delivered by the customer to the carrier or to SEILLY in perfect condition in its original package accompanied by its return voucher and giving evidence of its purchase (invoice) within the 5 working days starting from the reception of the return voucher. Should the customer fail to comply with SEILLY’s instructions , the return of the product just as any possible refunding cannot be accepted. In any case, the return expenses are charged to the customer.

10. Export control

The customer admits that any sold *product is subject to the regulations of control of exports in force in France. The customer is committed not to exporting or re-exporting, directly or indirectly, the product to any country or any final user as well as to any use subject to restrictions by the above mentioned regulations. (non exhaustive list of the countries at present concerned : Cuba, the Federal Republic of Yugoslavia (Serbia and Montenegro), Iran, Iraq, Libya, North Korea and Syria.

*The term « product » covers the product itself or part of it and also any documentation and all data relating to it.

11. Cause beyond control ( Force majeure)

The parties incur no responsibility for any breach due to a case of absolute necessity. The obligation to carry it out is delayed until the end of the case of absolute necessity. If the case of absolute necessity still occurs beyond a lapse of 2 months, the contract may be cancelled without compensation on both sides on the order of one of the two parties.

12. Other special instructions

The present general conditions of sale just as the concluded applicable contracts are governed by French law.

Any dispute related to the interpretation or execution of the general conditions of sale and any contract concluded with a customer will be of the sole competence of the Strasbourg Courts ..