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The present Terms and Conditions of Sales are applicable to all sales made by SCORPION (hereinafter referred to as the Seller) to its customers who are professional resellers – hereinafter the Purchaser) regardless of whatever provisions may be mentioned in the Purchaser’s documents, and specifically in their Terms and Conditions of Purchasing, over which the provisions contained in the present document shall prevail in all circumstances. These Terms and Conditions of Sales appear on the reverse side of every purchase order, order confirmation, invoice and credit note issued by the Seller and are systematically communicated to all Purchasers upon request in order to allow them to place orders with the Seller.  The act of placing an order with the Seller implies total and complete compliance with these Terms and Conditions of Sales excluding all other documents.


Article 2 – Orders


2.1: All orders shall be placed in written form and confirmed by the seller. The Seller’s acceptance of an order may also result in the shipment of the ordered goods. The signing of an order form definitively binds the Purchaser.  The benefits of the order are personal to the Purchaser and cannot be assigned without the Seller’s consent.


2.2: Possible modifications to a purchase order made by the Purchaser will only be taken into account within the realm of possibilities of the seller, if they are brought to the Seller’s attention in writing within 8 days of placing the initial order at the latest. In the case of modifications to the order made by the Purchaser, the Seller shall be released of his obligation to deliver within the initially agreed delivery time prior to modifications to the order.


2.3: The Seller reserves the right to modify his products, under any and all circumstances that he deems necessary, without the concurrent obligation to modify previously delivered goods or those under contract of delivery and to modify without any prior notice any listed items in any advertising material or catalogs.


2.4: Any cancellations of orders by the Purchaser shall bring about the application of a penalty equal to thirty percent (30 %) of the value of the order.


Article 3 – Rates and Prices


3.1: Unless there is an express agreement in the order confirmation, rates are understood to be Free carrier, ex-works and excluding VAT, in accordance with Incoterms (Editions ICC 2000). All duties, taxes or levies due or other services to be paid in application of French regulations or those of an importing country or a transit country are at the Purchaser’s expense. Unless indicated otherwise by the Purchaser, the Seller shall contract for carriage on usual terms at the Purchaser’s risk and expense.  The Seller shall issue an invoice to the Purchaser upon each delivery of the products, which will include, should the case occur, the cost of transportation.


3.2: The prices of the products are set by the price list in force on the day of order placement. They are understood to be exclusive of taxes, unpackaged products, taken from the premises of SCORPION EUROPE. Prices are payable according to the following provisions:


§   By check upon receiving the invoice; or,

§   By bank transfer

§   By bill of exchange (or computerized bill of exchange) with a set transaction date; or,

§   By an accepted bill.


3.3 Rates can be revised and increased during the year, after prior information given to Purchasers. Any modification in rates will be automatically applicable on the date indicated at the new rate.


3.4: The prices of the products are calculated net without any discounts. For prices specified by quantity, any order concerning a lesser quantity shall bring about a modification of the price indicated.


Article 4 – Terms of payment


4.1: Unless otherwise stipulated on the Seller’s order confirmations and invoices, payment of invoices shall be made within 30 days from their date of issue.


4.2: The Seller reserves the right to demand from certain purchasers for whom the guarantees of solvency have not been clearly established or if a modification in their capacity or their legal structure came about, to demand either a down payment of at least 50 % of the purchase order amount, or payment to the transport agent of the entire amount of the order due upon delivery of the goods or even to demand payment in full prior to delivery. Failure to comply with these conditions will allow the seller to rescind his agreement to ship the goods and, in the appropriate circumstances, to consider the purchase order of the Purchaser as having been nullified under the conditions defined hereinafter without the Purchaser being able to claim an unjustified refusal to sell or claim any damages whatsoever. Any down payments made under these circumstances shall be considered as liquidated damages and retained by the Seller.


4.3: In the event of late payments or the payment of sums due by the Purchaser later than the given payment term or due date stated on the invoice issued to said  Purchaser, penalties for late payment calculated on the amount of the invoice including taxes by applying the interest rate of the European central bank at its most recent refinancing operation, increased by 10 percentage points and rounded to the upper fraction, shall be automatically granted to the Seller ipso jure, without any formalities or prior summons. Unpaid late fees due over an entire year shall produce interests in their own rights without thereby limiting any of the other rights or actions that the Seller may take against the Purchaser for the late payment for goods.


4.4: In the event of a violation of the terms of payment for the goods as prescribed by this agreement, the Seller reserves the right, among others, to suspend or to cancel the delivery of the goods in process ordered by the Purchaser and/or to terminate the execution of any of his obligations and/or to diminish or annul any of the discounts or rebates granted to the Purchaser.


4.5: In the event that payment is made through payment of a negotiable instrument or by check, the payment shall only be effective after it has been credited to the Seller’s bank account.


4.6: In the case of non-payment of any amount due on its due date, as in the case of the non execution of any one of the Purchaser’s obligations, within eight days after a summons that has remained fruitless, the sale shall automatically be nullified ipso jure if the Seller so desires who may demand the restitution of the products in an emergency ruling, without prejudice to any claims for damages or interests.  The termination shall affect, on the Seller’s choice, not only the order in process, but also all the previously unpaid orders, whether they have been delivered or not and regardless of whether their due date for payment has expired or not.

In the event of payment by installments, the non-payment of a single installment shall cause the acceleration of all future installments to become due and payable immediately without any further notice.  In all events described above, the amounts due for other deliveries or for any other reason shall also become immediately payable if the Seller has not exercised his options of rescission on those respective deliveries.

All litigation expenses and costs, including attorney’s fees and costs of all other ministerial acts incurred by the Seller in the recovery of any amount due shall be borne by the Purchaser.

No payment can be delayed or offset by the Purchaser without the Seller’s prior consent.  All partial payments shall be allocated first to the oldest outstanding debt.

In the event of default of payment by the Purchaser, an amount equal to 15% of the unpaid amount with a minimum of €70 not offset by the attribution of liquidated damages shall be due and owed to the Seller. The Purchaser hereby acknowledges that these amounts cannot be subject to any reductions.


4.7: In the case of non-payment of an amount due on a due date within 48 hours after the deadline, the Seller also reserves the right to suspend any deliveries in process.


Article 5 – Clause of rights of ownership


The transfer of ownership of the merchandise sold to the purchaser is subordinate to payment in full of the purchase price of the merchandise, liquidated damages and interest thereon. Said Purchaser shall at all times, provide evidence of insurance coverage for the Seller and proof of payment of the relative installments covering the risks of loss or deterioration of the merchandise. In the case of a claim, the insurance indemnity shall first be made to the Seller as a matter of priority.  In the event of non-payment by the Purchaser of one of the scheduled installments for whatever reason, or more generally, in the event that the Seller has reasonable grounds to think that the purchaser is not going to be able to meet his financial obligations, the Seller may, without prejudice to any of his other rights to payment, give notice by certified letter, Return Receipt Requested (RRR), or through the legal process on a summons therefore, demand the immediate return of all merchandise of the Seller in the Purchaser’s possession at said Purchaser’s expense and risk. The Seller may also immediately require that an inventory of all merchandise in Purchaser’s possession, be conducted at the seller’s expense.  In addition to the costs of reclaiming the merchandise and the associated costs of transportation, the purchaser shall be liable for all possible litigation costs, attorneys’ fees, and court costs. In the event of non-payment or insolvency, the Purchaser is forbidden from disposing of the merchandise through resale or any other method.  The Seller shall provide, on demand, the names and addresses of all persons who have purchased the merchandise, including the amount of the price that remains outstanding.


Article 6 - Deliveries


6.1: The delivery schedule referred to herein is merely illustrative. Deliveries depend particularly on the availability of transport agents and the order of arrival of orders. The Seller shall attempt to meet the delivery deadlines that he indicates upon accepting the order, depending on the logistics lead-time used as a reference in the profession, and execute orders, except in cases of force majeure, or in cases of circumstances beyond his control, such as strikes, freezing, fires, storms, flooding, epidemics, procurement difficulties, without this being an exhaustive list.


The Seller shall in no event be held responsible for any delay in the delivery of merchandise.  Deliveries shall be made at the location indicated on the order form, or alternatively, at the purchaser’s corporate headquarters.


6.2: In the event of a change in delivery location by the purchaser, all subsequent modifications to the costs of transportation shall be automatically charged to the purchaser.

Any such changes in delivery location must be brought to the Seller’s knowledge at least 15 days prior to the delivery date indicated on the purchase order.


6.3   : The purchaser is responsible for determining the condition and quantity of the merchandise upon delivery and verifying that the seals of origin (bands for guarantee) have not been deteriorated, that no signs of tampering or entry are visible. Failing to make any claims or reserves concerning defects, missing items or non-conformity of the merchandise delivered for the order, expressly issued and formulated by the Purchaser on the transport agent’s bill of delivery and in writing, within three days of the delivery of such goods, the merchandise delivered by the Seller shall be deemed to conform to the norms of quality and quantity specified in the purchase order.  The purchaser shall attach all supporting documentation to his claims or reserves, including the delivery slip and shall notify the transport agent by certified letter, Return Receipt Requested (RRR) within the same time restrictions.  No Purchaser claim shall be honored if not made within the time limits established herein.


Article 7 -Transfer of risks


The transfer of the risk of loss or deterioration of the Seller’s products shall occur immediately upon release ex-works; the products shall be transported at the purchaser’s risk, who may, in the event of any damage, make any claims addressed to the transport agent in accordance with all applicable rules and regulations then and there in force.


Article 8 - Seller Liability – Guarantee


8.1: The merchandise delivered by the Seller, in accordance with existing laws, is guaranteed against any hidden defects, defective materials, design or fabrication affecting the delivered products which may render them unfit for their intended use for a period of two years, beginning on the date of delivery to the Purchaser. Any possible action taken by the Seller on the subject of guarantees shall not, in any event, extend the period of guarantee.

The guarantee is invalid in the case of any improper usage, after the occurrence of a user accident, for any damage to the products, negligence or failure of proper maintenance by the purchaser or any of his clients, as well as in the case of normal wear and tear or as a result of any event of Force Majeure.



8.2: In order to enforce any of these rights, the purchaser must inform the Seller in writing of the existence of any defects together with supporting evidence and/or documentation within 8 days of the discovery of any such defect or will otherwise waive all rights arising hereunder.  The purchaser shall facilitate the Seller’s access, or access by any person commissioned by the Seller, to any such defective merchandise in order to remedy such defects without intervening himself for this purpose.


8.3: The Seller shall replace or repair the products or pieces thereof deemed defective.  This guarantee covers the costs of repairs as well.


8.4: The claims made by the Purchaser under the conditions and according to the procedures described in the present Article do not suspend the payment by the Purchaser for the products concerned.


Article 9: Returns


9.1: Any and all returns of merchandise are subject to the Seller’s prior formal agreement.  Failing to obtain said agreement, the return may be refused and shall not give rise to any credit notes. The Purchaser shall bear the risk and expense of any returns. All returns accepted shall give right to the issuing of a credit note including the expense of the return after a qualitative and quantitative inspection of the merchandise has been made.  In the event of non-conformity or of a defect duly acknowledged by the Seller under the conditions outlined in Article 6 of the present terms of Sales, the Purchaser shall, on the Seller’s choice, have the right to replacement or refund of the merchandise waiving any and all further claims to damages, indemnity or interest.



9.2: The Seller’s liability cannot be sought out in any case whatsoever for events happening during transport, destruction, damage, loss or theft, even if the Seller chose the transport agent.


Article 10: Intellectual Property – trademark


The trademark SCORPION is the exclusive property of the Seller, which is expressly acknowledged by the Purchaser. Any actions for advertising or publicity relative to the products and/or the SCORPION trademark undertaken by the Purchaser can only be taken with the Seller’s agreement. The Purchaser agrees to apply the graphic chart of the brand and not to undertake anything whatsoever that may damage it in any way whatsoever, and especially damage to its image.


Article 11: Disputes – applicable law


Any claims or disputes concerning the interpretation or execution of the present agreement and its amendments or annexes, shall be brought before the Courts under the jurisdiction of Strasbourg, France or any other competent jurisdiction located in the jurisdiction of the Purchaser’s headquarters depending on the Seller’s choice.

The Purchaser may only take legal action before the Courts of Strasbourg, France.

In the case where a commercial agreement should have been concluded with the Purchaser drafted in a language other than French, only the French version, if it exists, shall prevail.