USEO GENERAL TERMS AND CONDITIONS OF SALE AS OF 3 NOVEMBER 2025
1- Scope of application
These General Terms and Conditions of Sale (hereinafter “GTC”) apply, without restriction or reservation, to all sales concluded by USEO (hereinafter referred to as the “Company”) with professional buyers (hereinafter referred to as the “Customer” or “Buyer”).
In accordance with Article L 441-6 of the French Commercial Code, these GTC form the basis of the commercial relationship between the parties and prevail over any other document, including any general terms and conditions of purchase of the Buyer.
These GTC are available at any time on the website https://www.useo-xp.fr.
They may be subject to change, and the version applicable to the Customer’s purchase is the version in force on the website on the date the order is placed.
2- Pre-contractual information
The Customer acknowledges having received these GTC, prior to placing their order, in a clear and comprehensive manner. The fact that a Customer makes a purchase or orders a product implies full and complete acceptance of these GTC, which is expressly acknowledged by the Customer.
3- Order – Contract formation
Prior to placing an order, the Customer must formalise their requirements in writing so that the Company can provide them with a quotation.
The quotation(s) is (are) drawn up according to the specific requirements expressed by the Customer and has (have) a limited period of validity. This period is indicated on the quotation, also referred to as the “commercial offer”.
Any change in the requirements expressed by the Customer will result in a new quotation or an additional quotation to be drawn up.
The contract is definitively formed upon the Client’s unreserved acceptance of the quotation the Customer.
A Customer Order Confirmation (COC) is then sent by the Company to the Customer, indicating the terms and conditions of the order (product references, quantities, transport and delivery terms, related prices, delivery times, etc.).
A COC is issued for each order.
Any changes to the COC must be requested by the Customer by email sent to order@useo-xp.fr, no later than 10:30 a.m. the day after the Customer receives the COC. The Company reserves the right to refuse such changes.
4- Delivery – Compliance
4.1. Unless otherwise stated in the COC, deliveries are made carriage paid. The delivery date is always indicated in the COC for information purposes, specifically the words “possible departure date”.
Delivery will be made to USEO’s premises by notice of availability of the Products, which will be sent to the Customer within a reasonable period of time before the date on which the Customer must collect the Products.
The Company is not obliged to comply with a date that has been unilaterally set by the Customer, unless, exceptionally, it has given prior written agreement to a fixed date. No compensation may therefore be claimed by the Purchaser in the event of late delivery, without the prior express agreement of USEO committing USEO to a fixed delivery date.
In the event that the Company is responsible for transport on behalf of the Customer, delivery times are also given for information and guidance purposes only. The Company shall not be liable for transport in this respect. The transfer of risks to the Buyer takes place upon conclusion of the contract. The Purchaser therefore bears the risks as soon as the goods are handed over to the Carrier.
Delivery is deemed to have been made when the products are made available to the Customer, as evidenced by the transport document or delivery note. The risks are transferred to the Buyer when the products are made available.
The Company shall not be held liable for any events occurring during transport, destruction, damage, loss or theft, even if it has chosen the carrier.
4.2. If a carrier is used, it is the Customer’s responsibility to check the delivery and, if necessary, to make reservations on the delivery note or transport document that they must sign.
The Customer must check the parcel(s) upon delivery by opening them and checking the quantities and condition of the products delivered, any missing items, any defects or other issues, any apparent defects or non-conformity of the products delivered with the order, etc.
The Customer must note any reservations, in a precise and reasoned manner, on the delivery or transport note. Failing this, the products shall be deemed to be in conformity with the order in terms of quantity and quality. Any complaint made without a reasoned and precise reservation that has not been noted on the delivery note or transport note shall be refused by the Company, such as, for example, “subject to opening”.
In the event of a complaint, the Customer must also notify the Company, by registered letter with acknowledgement of receipt within three (3) days of the products being made available, of their precise and justified reservations, enclosing all relevant supporting documents (such as photographs or contracts) and a copy of the dated and signed delivery note, including the reservations expressed in a precise and justified manner. Any complaint made after this period and/or without supporting evidence shall be null and void and inadmissible.
The Buyer shall remain liable to the Company.
In the event of delivery made at the customer’s request to a third party designated by them, the same provisions as those set out above shall apply, with the third party being subrogated to all the rights and obligations of the Customer.
In the event of collection of the products from the Company’s warehouses by the Customer, or by one of its agents or employees, a delivery note must be signed by the latter, after verification of the products (quantities, apparent defects).
In the absence of specific and justified reservations on the delivery note, the delivery and handover of the products shall be deemed to have been definitively accepted by the Customer. The receipt of the goods by the Customer, without any reservations made under the conditions specified above, thus covers any apparent defects, missing items or non-conformities.
Finally, in the event of a valid complaint by the Customer:
The return costs will be borne by the Company only if an apparent defect is actually found by us. Only the carrier chosen by the Company is authorised to return the Products concerned.
When, after inspection by the Company or by a third party designated by it, an apparent defect or non-conformity is actually found, the Company shall be required, at its discretion, either to replace the products recognised as defective with products of identical or similar quality and price, or to refund the purchase price paid, without any other compensation.
5- Prices – Terms of payment
5.1. The prices charged are those resulting from the quotation or commercial price offer, drawn up by the Company and accepted by the Customer when placing the order. Prices are expressed in euros, excluding taxes, ex-warehouse, transport not included. VAT is added at the applicable rate and appears on the invoice. Any taxes, duties, customs duties or other charges payable under the regulations in force are payable by the Customer in addition to the price.
5.2. Unless otherwise specified, amounts due are payable 45 days after the end of the month of invoicing, by bank transfer to the Company’s registered office.
5.3. No discount will be given for payment before the due date.
5.4. In the event of late payment, and without the need for formal notice, the Company reserves the right to suspend delivery of all current and/or future orders.
Late payment will also result in the forfeiture of the term and the immediate payment of any sum owed by the Customer to the Company for any reason whatsoever. Late payment penalties shall also be payable on the price including VAT, in accordance with Article L441-10 of the French Commercial Code, which stipulates that this rate shall be equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points.
5.5. In any event, payment of sums due after the due date shown on the invoice shall automatically increase the amount thereof by a fixed compensation of EUR 40 (pursuant to Article L.441-10 and Article D 441-5 of the French Commercial Code).
5.6. Price revision due to unforeseen circumstances
If a change in circumstances that was unforeseeable at the time the order was placed makes the execution of said order excessively costly for the Company, which has not agreed to assume the risk, the Company shall, within a reasonable period of time, request the renegotiation and revision of the price with the customer (for example, and without limitation, in the event of a significant increase in its production costs, cost of materials, energy, transport or taxes and customs duties).
The Company does not accept the risk of excessively costly fulfilment due to an unforeseeable change in circumstances, which the Customer acknowledges.
The Company and the Customer shall endeavour in good faith to reach an amicable agreement between themselves on the revised price, including through mediation as provided for in Article 11 of these GTC.
In the absence of an amicable agreement between the Company and the Customer, including through mediation, either party may request the Commercial Court of USEO’s registered office to revise or terminate the contract.
These provisions shall apply in particular in the event of successive performance of the order.
5.7. Price revision for non-compliance with ordered quantities.
Unless expressly stated otherwise in the quotation or price offer, prices are determined based on an annual volume of product orders calculated per 12-calendar-month period starting from the first delivery.
Failure to comply with the annual volume of quantities ordered as stated in the accepted quotation or price offer will necessarily result in a renegotiation of prices conducted in good faith between the Customer and the Company.
6- Retention of title
All products delivered to the Customer in performance of the contract remain the property of the Company until full payment has been received. The Company therefore has a right of claim. However, the risks (loss, theft, damage, etc.) relating to the said products are transferred to the Customer upon delivery, as is the obligation to repair any damage they may cause to property or persons.
7- Intellectual property
The Company retains all industrial and intellectual property rights relating to the Products, studies, drawings, models, prototypes, photos, technical documentation, etc.
The Customer shall therefore refrain from any reproduction or exploitation of said Products, studies, drawings, models, prototypes, photos, technical documentation, etc., without the express prior written authorisation of the Company, which may make such authorisation conditional upon financial compensation.
8- Liability – Warranty
8.1. The legal guarantee of conformity provided for in Articles L. 211-4 to L. 211-14 of the French Consumer Code does not apply to sales concluded with professional Purchasers, who do not benefit from it.
The products marketed by USEO are covered by the legal warranty against hidden defects provided for in Articles 1641 to 1649 of the Civil Code.
Article 1641 of the Civil Code states that: “The seller is bound by the warranty for hidden defects in the item sold that render it unfit for its intended use, or that diminish its use to such an extent that the buyer would not have purchased it, or would have paid a lower price for it, had they been aware of them.”
In any event, USEO shall not be held liable and is excluded from liability in the following cases:
- Defects and consequences related to improper use of the product, misuse of the product for purposes other than those for which it was originally intended, in particular in the event of failure to comply with the conditions specified in the instructions for use or product data sheet;
- failure to comply with the legislation of the country in which the products are delivered, which it is the Buyer’s responsibility to verify;
- misuse, negligence or lack of maintenance on the part of the Buyer, as well as in the event of normal wear and tear of the Product, fault or act attributable to the Buyer or a third party.
- USEO’s liability shall in any event be limited to the amount of the order.
8.2. In the event of a recognised hidden defect, the Company undertakes either to replace the products as soon as possible or to grant a credit note to the Customer, the choice between these two options being at the sole discretion of the Company. Any other compensation for direct and/or indirect damages, such as operating losses, commercial damage, late penalties, transport costs due to a defect in the Products is expressly excluded.
9- Force majeure
The Company shall not be held liable to the Customer if the non-performance or delay in the performance of any of its obligations, as described in these GTC, results from a case of force majeure within the meaning of Article 1218 of the Civil Code and those usually recognised by French case law.
Acts, events, situations of law or fact that are irresistible, and in particular war, public disturbances, epidemics, transport strikes, fires, floods, lockouts, technical incidents and any damage attributable to a failure of the materials or equipment used to fulfil the order and/or the contract for successive performance, shall be considered as cases of force majeure.
Neither Party shall be liable or deemed to have failed to fulfil its obligations in the event of total or partial non-performance of those obligations if such failure is due to an event of force majeure.
In this case, neither Party shall be entitled to claim any compensation, interest or any compensation for damages suffered as a result of the force majeure event.
In the event that the force majeure event lasts for more than four weeks, either Party may, in the absence of a better agreement between them, terminate the contract automatically by registered letter with acknowledgement of receipt sent to the registered office of the other Party, without compensation and without further notice.
10- Applicable law
These GTC are subject to French law and are written in French. In the event that they are translated into one or more foreign languages for convenience, the French version shall prevail and only the French version shall be deemed authentic in the event of a dispute or litigation.
11- Mediation
Before any legal proceedings, the parties agree to submit their dispute relating to the interpretation, validity, execution of these GTC, the execution, termination, cancellation and consequences of an order or orders for products to the Paris Mediation and Arbitration Centre (CMAP), CMAP, whose registered office is located at 39 avenue Franklin Roosevelt, Paris 75008 (tel : 00 33 1 44 95 11 40, email: cmap@cmap.fr).
The Paris Mediation and Arbitration Centre (CMAP) will be referred to on the initiative of the most diligent party and shall appoint a Mediator.
The costs and fees of the Mediator shall be borne equally by the parties.
If no amicable agreement is reached between the parties within a maximum period of three months from the appointment of the Mediator, the most diligent party may refer the matter to the competent court in Orléans.
12- Jurisdiction
In the event of failure of the mediation measure referred to in Article 11 hereof, any dispute relating to the interpretation, validity, performance, suspension, termination and consequences hereof shall be submitted to the competent courts of Orléans.
13- Personal data
The Customer is informed that the Company, as Data Controller within the meaning of the European General Data Protection Regulation (GDPR), processes personal data collected from the Customer.
The legal basis for this processing is the legitimate interest pursued by the Company, the performance of pre-contractual or contractual measures, compliance with legal and regulatory obligations and the consent of the buyer, through acceptance of these GTC.
This data may be communicated to the Company’s service providers and subcontractors. It is not transferred to countries outside the European Union. Should this be the case, the purchaser will be informed and will be notified of the measures taken to protect the security of the data.
It is kept by the Company for the time necessary for the operations for which it was collected and in accordance with the regulations in force. In this regard, sellers’ data is kept for the duration of the contractual relationship plus the duration of the guarantees, without prejudice to storage obligations (particularly for accounting purposes) or limitation periods.
The Company is the data controller. The Customer has the right to access, rectify, query, oppose, transfer and erase data concerning them.
The Customer may, subject to providing valid proof of identity, exercise their rights at by contacting at Service Relations Clients, DPO-Client@useo-xp.fr, +33(0)2.38.34.59.00.
The Customer is informed that they also have the right to lodge a complaint with the CNIL.
For further information or complaints, please contact the Commission Nationale de l’Informatique et des Libertés (more information at www.cnil.fr)
