General Conditions of Sale
Version in effect as of January 1, 2026
PREAMBLE
These General Terms and Conditions of Sale (the "GTCS") exclusively govern the relationship between the company SYNCHRO DIFFUSION SAS, with capital of 2,268,060 euros, registered in the Angers Trade and Companies Register under number 480 584 135, whose registered office is located at 20 Boulevard de la Chanterie, 49124 Saint Barthélemy d’Anjou ("SYNCHRO DIFFUSION"), and professional clients (the "Client(s)") wishing to order products, excluding consumer goods, from SYNCHRO DIFFUSION.
Placing an order implies the Client’s full and unreserved acceptance of these GTCS. No special conditions may, without prior written acceptance from SYNCHRO DIFFUSION, prevail over these GTCS.
They shall prevail, where applicable, over any other version or contradictory document. These GTCS are also accessible at any time on the website www.synchro-diffusion.com.
The GTCS may be subject to modifications. Therefore, it is understood that the applicable conditions are those in effect at the time the order is placed. The date of posting of the GTCS on the website www.synchro-diffusion.com serves as the effective date.
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ARTICLE 1: PRODUCTS
SYNCHRO DIFFUSION makes available to its Clients a catalog of consumer products related in particular to the mobility sector (the "Products").
SYNCHRO DIFFUSION reserves the right to substitute a Product from its catalog or a brochure at any time, provided it meets the same technical and pricing characteristics.
The essential characteristics of the Products are described and presented with the greatest possible accuracy. The photos of the Products are as faithful as possible to reality. They may, however, present certain differences with the delivered Product, provided that these differences do not affect an essential characteristic of the Product.
The Products comply with the regulations applicable in metropolitan France. In the event that the Client wishes to export the Products, it will be their responsibility to verify the compliance of these Products with the legislation of the country of destination.
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ARTICLE 2: PRODUCT PRICING
Product prices are indicated in Euros excluding taxes.
Products are invoiced at the prices in effect on the day of the order, as rates are subject to change without notice.
The eco-participation fee related to the recycling of certain Products is clearly mentioned on the Product sheet and in the order summary.
Prices are understood to be net, ex-works, excluding taxes, including carriage-paid delivery costs.
Prices are also carriage-paid for any order with a minimum amount of 450 Euros Net Excluding Taxes. Delivery will be carried out according to the Incoterm applicable in the Client's order (DDP, FOB, FCA).
Any order with an amount lower than the carriage-paid threshold will give rise to invoicing by SYNCHRO DIFFUSION for preparation and shipping costs, calculated in advance based on, in particular, the weight and destination of the Products.
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ARTICLE 3: INVENTORY MANAGEMENT
3.1 - Stock volumes
SYNCHRO DIFFUSION will organize its inventory management in order to cover ongoing orders as they arrive. The Client may define with SYNCHRO DIFFUSION a buffer stock and/or a minimum safety stock, which SYNCHRO DIFFUSION undertakes to hold in its warehouses.
However, for private label (MDD) products or Specific Products, SYNCHRO DIFFUSION shall not hold stock exceeding three (3) months, based on the average annual order rate.
3.2 - Client-imposed stocks
For products under the Client’s brand (MDD) and products specific to the Client, the Supplier will apply the specific rules described in this Article 3.
Products specific to the Client ("Specific Products") are products that were not initially included in SYNCHRO DIFFUSION’s offering but for which the Client has requested that SYNCHRO DIFFUSION order them on its behalf from a third party.
3.3 - Storage duration
SYNCHRO DIFFUSION manages its stocks using the FIFO ("First In First Out") method.
Unless otherwise expressly agreed between the Parties, MDD products and Specific Products will be stored for a maximum period of six (6) months. After this period, the Client will have the option to purchase the entire stock in question.
In the absence of purchase, the Supplier may monthly invoice the Client for fees of €5.05 excl. tax per pallet space and 0.53% in financial charges per started month of storage.
3.3.1 - Product in stock for at least nine (9) months
For MDD products and Specific Products stored by the Supplier for nine (9) months or more, the Supplier may require the Client to purchase the entire stock in question.
Failing confirmation of the order within 15 (fifteen) days, the Supplier will be free to sell the MDD products and Specific Products to third parties, including on its marketplaces.
As a last resort, the Supplier may destock the products by any means and will invoice the Client for the difference from its initial sale price.
3.4 - Range evolution
In the event of an evolution or delisting of an MDD product or a Specific Product, the Client undertakes to order products from the old range until stocks are exhausted, within a maximum period of six (6) months following the discontinuation of the Product or the commercial relationship.
3.5 - End of contract: MDD Stock
In the event of MDD and/or Specific Products stock at the end of the Contract, the Client undertakes to purchase from the Supplier the stock of these products under the conditions negotiated under the Contract, as well as any packaging already produced and any inner and/or outer packaging allowing for the identification of the Products' origin.
This stock takeover must be effective within one (1) month from the end of the commercial relationship.
3.6 - Product shipment conditions
In the event of one of the above-mentioned cases occurring, the Supplier will send the Client a list of the concerned products. If the Client does not contest this list within two (2) weeks, the Supplier will validate the order for the concerned products at the rate in effect on that date and deliver them to the address chosen by the Client. Delivery costs will be borne by the Client.
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ARTICLE 4: ORDERS
Orders may be placed at any time by telephone (+33 (0)2 41 77 52 32), email (contact@synchro-diffusion.com), the website (www.synchro-diffusion.com), or through the intervention of a SYNCHRO DIFFUSION sales representative.
The order is then recorded and processed by SYNCHRO DIFFUSION, it being specified that any order placed constitutes acceptance of the prices and characteristics of the Products available for sale.
Upon dispatch of the order, the Client receives an email with a tracking link for their order.
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ARTICLE 5: DELIVERY TIME
Deliveries are made only according to availability and in the order in which orders are received. Delivery times are given for information purposes only.
In any event, exceeding the indicative delivery times cannot give rise to damages, deductions, penalties, or cancellation of ongoing orders.
However, after a formal notice by the Client to deliver the order has remained unfulfilled for fifteen (15) days following the announced date, the sale may be terminated at the request of either Party.
The Client may obtain a refund of any deposit paid, to the exclusion of any other compensation or damages. In the event of force majeure, SYNCHRO DIFFUSION will be released from its delivery obligation.
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ARTICLE 6: DELIVERY
Unless otherwise agreed between the Parties, the Goods are delivered DDP. The Products travel at the risk and peril of SYNCHRO DIFFUSION.
In case of damage and/or missing items, it is the Client’s responsibility to make all necessary findings and confirm their reservations by extrajudicial act or by registered letter with acknowledgment of receipt to the carrier within three (3) days following receipt of the Products, in accordance with Article L133-3 of the Commercial Code.
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ARTICLE 7: COMPLAINTS
Without prejudice to the provisions to be taken with regard to the carrier, complaints regarding apparent defects or non-conformity of the delivered Product with the ordered product or the packing slip must be made in writing within three (3) days following receipt of the Products, either by email (sav@synchro-diffusion.com) or by mail to:
Synchro Diffusion Service S.A.V
20 Boulevard de la Chanterie
49124 Saint Barthélemy d’Anjou
FRANCE
In the event of an apparent defect or non-conformity of the delivered Products, duly verified by SYNCHRO DIFFUSION, the Client may obtain a credit note, to the exclusion of any indemnity, damages, and/or penalties.
It is specified that any warranty for hidden defects is excluded.
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ARTICLE 8: INVOICES
The invoice is issued at the time of delivery of the Products to the Client and will include the billing address and a purchase order number.
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ARTICLE 9: PAYMENT
Unless otherwise expressly agreed, all payments shall be made within thirty (30) days of the invoice date and without any discount for early payment.
Products are payable at the following address:
SAS SYNCHRO DIFFUSION
Service Comptabilité
20 bd de la Chanterie
49124 Saint Barthélemy d'Anjou
FRANCE
Any sum not paid on the due date will give rise to the payment by the Client of penalties equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, payable on the day following the payment date shown on the invoice.
In accordance with Article L. 441-10 II of the Commercial Code, any late payment automatically entails, in addition to late penalties, an obligation for the debtor to pay a fixed indemnity of forty (40) euros for recovery costs per invoice. The Client must also reimburse all costs incurred by the contentious recovery of the amounts due.
By express agreement, the failure to pay for the Products on the agreed due date will lead to:
- the immediate maturity of all remaining sums due, regardless of the planned method of payment (accepted draft or otherwise).
- the suspension of all ongoing orders, without prejudice to any other course of action.
- the maturity, after a formal notice by registered letter has remained ineffective, of a fixed indemnity, as a penalty clause, set at 15% of the amount of the debt.
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ARTICLE 10: RETURNS
Any Product return is prohibited without the express, prior written agreement of SYNCHRO DIFFUSION.
Any Product returned without this express, prior written agreement of SYNCHRO DIFFUSION will be held at the Client's disposal and will not give rise to the issuance of a credit note. The costs and risks of the return are the exclusive responsibility of the Client.
The Client has the option to request the return at their own expense of the Products they returned with the express and prior agreement of SYNCHRO DIFFUSION. In the event that Products are returned without the prior agreement of SYNCHRO DIFFUSION, SYNCHRO DIFFUSION will monthly invoice the Client for storage costs equal to twenty (20)% of the value of the Products paid and returned by the Client.
If, within a maximum period of six (6) months from the notification issued by SYNCHRO DIFFUSION informing of the absence of agreement for the return of the Products, the Client has not requested their return or destruction, SYNCHRO DIFFUSION will proceed with the destruction of said Products at the Client's expense.
Any recovery expressly accepted by SYNCHRO DIFFUSION will lead to the issuance of a credit note in favor of the Client, after qualitative and quantitative verification of the recovered products, subject to a 15% discount, with shipping costs remaining the responsibility of the Client.
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ARTICLE 11: REPACKAGING
The repackaging by the Client of Products sold by SYNCHRO DIFFUSION is prohibited unless expressly agreed in advance and in writing by SYNCHRO DIFFUSION. In the event of the latter's agreement, the repackaging shall be done at the Client's exclusive expense.
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ARTICLE 12: RETENTION OF TITLE
SYNCHRO DIFFUSION retains ownership of the Products sold until full payment of the price in principal and accessories is effective.
Payment is considered realized only on the date the funds are made available to SYNCHRO DIFFUSION. Therefore, the delivery of a title creating an obligation to pay (draft or otherwise) does not constitute payment within the meaning of this clause. Failure to pay may lead to the reclamation of the Products. These provisions do not prevent the transfer to the Client, upon delivery, of the risks of loss and deterioration of the sold products as well as any damage they may cause.
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ARTICLE 13: LIABILITY
The liability of SYNCHRO DIFFUSION cannot be engaged in the event that the non-performance of its obligations is attributable either to the unforeseeable and insurmountable act of a third party or to a case of force majeure as defined by Article 1218 of the Civil Code.
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ARTICLE 14: ENVIRONMENT
In accordance with the legislation relating to extended producer responsibility and Article L.541-10-13 of the Environmental Code, SYNCHRO DIFFUSION has, for the products it distributes, a unique identifier for each of the following sectors:
Unique ID sector
Batteries & Accumulators - COREPILE & ADEME FR006384_069CJI
Textiles - REFASHION FR005726_11SREZ
Single-use sanitary textiles - CITEO FR322049_20NWRG WEEE - ECOSYSTEM FR005726_05MYDM
Specific Diffuse Waste - ECODDS FR322049_07NTDG Household packaging - ECO-EMBALLAGES FR214151_01EXWZ
Paper prints - ECOFOLIO / CITEO FR218239_03DZUA
Toys - REP FR322049_12SNHM
DIY and Gardening Articles – REP FR005726_14LEKJ
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ARTICLE 15: END OF COMMERCIAL RELATIONSHIP
It is expressly agreed that in the event of the cessation of commercial relations, for any reason whatsoever:
- any order received before the effective date of the cessation of commercial relations must be honored by SYNCHRO DIFFUSION,
- all sums due by the Client, for any reason whatsoever, will be immediately due and will bear penalties in the event of late payment. The Client having products specially manufactured or packaged for their own activity undertakes to take delivery of the quantities ordered and stored by SYNCHRO DIFFUSION until stocks are exhausted, within a maximum period of three (3) months following the discontinuation of the Product or the commercial relationship.
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ARTICLE 16: DISPUTES
The Commercial Court of Angers shall have sole jurisdiction in the event of a dispute of any kind or contestation relating to the formation or execution of orders, even in the event of summary proceedings, incidental requests, or multiple defendants or third-party claims, and regardless of the method and terms.