GENERAL TERMS AND CONDITIONS OF SALE 2025

I. GENERAL INFORMATION

1) These general terms and condition of sale can be found in the appendix to the framework distribution contract or in DEPA's annual commercial agreement. By placing an order, the Client acknowledges having read and accepted them. Unless expressly agreed by DEPA, the Client's general terms and conditions of purchase or any other document issued by the Client are not applicable to the present business relationship.

2) Definitions

Client: refers to the professional to whom DEPA sells the Products under the Contract.

Contract: refers to the contractual package by which the Parties are bound, including in particular these General terms and conditions of sale.

Brands: refers to the brands and logos affixed to the Products and/or listed in the framework distribution contract or in the annual commercial agreement.

Products: refers to all the products or services offered for sale by DEPA to the Client and which are the subject of the Contract.

3) The sale is concluded after written confirmation of the order by DEPA. Consequently, once confirmed, orders cannot be cancelled, in whole or in part, by the Client who undertakes to take delivery of the products ordered and to pay the price in accordance with the terms and conditions set out below.

II. PRICES - ACCOUNT OPENING - PAYMENT TERMS - DEFAULT ON PAYMENT - ACCELERATION CLAUSE

1) How to consult the tariff and receive tariffs: The DEPA tariffs (or the procedures for consulting these  

tariffs) are sent to all Clients by e-mail when the general terms and conditions of sale are sent.

All DEPA tariffs can be consulted on GOLDA.

2) Any new account opened by a Client is subject to approval by Financial Services and Commercial Services.

The account opening will determine the commercial terms and conditions and the authorised amount outstanding. 

In the event of a change in the outstanding amount capacity of credit insurers or late payment, DEPA reserves the right to block current deliveries and new orders and to request payment before dispatch.

Except by derogation, our terms of payment are 30 days End of Month by LCR DIRECT.

No discount will be granted for early payment. 

3) DEPA's prices are net Ex-works DEPA, excluding VAT, including standard packaging. DEPA reserves the right to charge for special packaging. Transport costs are additionally invoiced to the Client, unless special conditions apply.

4) The Client is prohibited from using a dispute, even a partial dispute, as a reason for deferring payment of an invoice. No compensation may be made without the prior written agreement of DEPA. In the event of total or partial non-payment by the due date, DEPA will charge late payment penalties equal to three (3) times the legal interest rate, without the need for a reminder or formal notice.

Furthermore, the Client is automatically liable to pay DEPA a fixed indemnity of forty euros (€40) for collection costs. Where the recovery costs incurred exceed the amount of this fixed compensation, DEPA may request additional compensation on justification. 

In any event, DEPA shall be entitled to require the Client immediate payment for current or future sales.

5) Acceleration clause

In the event of non-payment of a due date, it is expressly stipulated that all other invoices outstanding and not yet due become payable.

III. DELIVERY - TRANSFER OF RISKS ON DEPARTURE

1) Delivery times are given by DEPA as an indication only. Consequently, any delays do not entitle the Client to cancel the sale, refuse the goods or claim damages or penalties of any kind whatsoever.

2) In the event of a delay in delivery duly attributable to DEPA, the Client may, after expiry of a period of two (2) months, notified by him in a written warning sent to DEPA, cancel the order insofar as DEPA has not fulfilled its contractual obligation.

3) DEPA cannot be held responsible for any failure or delay in delivery due to force majeure or other events beyond DEPA's control. Similarly, the Client may not be held liable for non-performance of its obligations due to a case of force majeure within the meaning of Article 1218 of the French Civil Code.

4) The risks relating to the Products, and in particular loss and/or deterioration or total or partial destruction or damage, are transferred to the Client, at the latest when the Products are handed over to the carrier.

5) In the event of damage or shortage, it is the Client's responsibility, in accordance with Article L 133-3 et seq. of the French Commercial Code:

a) to make reservations on the delivery note and the transport note,

b) to notify the carrier by registered letter with acknowledgement of receipt of his justified complaint, within three (3) days (not including public holidays) following receipt of the products,

c) to inform DEPA within forty-eight (48) hours of the discovery of the said damage or shortages.

6) Client responsibility for packaging on returns, instructions, repairs and warranties:

It is the Client's responsibility to ensure that the packaging for the part they are handing over to the carrier is of good quality.

Legible label, return form completed by the Client, solid packaging, empty or liquid-tight part (grease, oil), sufficient padding and protection of connectors inside the package, complete parts*, excluding external accessories* (fixing screws, hoses, steering lock, keys).

*In case of doubt, contact our technical services.

DEPA may refuse any parcel that does not meet these criteria.

IV. COMPLAINTS

1) Any complaints about the Products delivered (including those relating to transport) / delivery disputes must be notified to DEPA (email: contact@depa.fr) within ten (10) working days of the date of receipt of the Products by the Client.

After this deadline, DEPA will not be able to respond favourably to any requests and cannot be held responsible.

It is reminded that the carrier remains liable for any failure to deliver the Products ordered due to the carrier and for any damage occurring during transport or unloading. Consequently, in view of the transfer of risks as set out in Article III, the Client will not be able to make any claim or demand in this respect against DEPA.

2) In the event of an objectively unfounded complaint, including an unfounded complaint relating to the transport of the Products, DEPA reserves the right to ask the Client to reimburse the costs incurred in this respect.

V. RETURN OF NEW PRODUCTS

Products which have not been assembled may be returned with the prior agreement of DEPA. A minimum reduction of 25% will be applied to cover the cost of returning the product to the market.

The delivery charges are at the Client's expenses.

VI. STOCK UPDATES

Once a year, the Client may request a return of stock in accordance with the procedure included in the DEPA return charter available on request from the sales department.

No returns will be accepted for parts other than the DEPA brand.

Only parts listed in the DEPA price list in force at the time of the return request can be taken back.

A compensation order for an amount equivalent to the value of the goods taken back will be requested.

Shipping costs for returns are the sole responsibility of the Client.

No returns will be accepted without a written offer of return duly drawn up by DEPA.

VII. WARRANTY

Standard Exchange or new Products are guaranteed for a period of two (2) years from the date of sale, the defect having to be notified to DEPA no later than three (3) days after its detection.

The Client must ensure that the part is correctly identified by comparing it with the part originally fitted by the manufacturer.

Any warranty claims for the assembly of a product that is not identical to the original will be considered null and void. Identification of the part in a manufacturer's catalogue, the DEPA website or any other database does not affect this principle.

Express conditions for taking a guarantee into account:

a) Installation of the product by a professional

b) Compliance with assembly instructions and manufacturer's recommendations

c) No work may be carried out on the DEPA product without the prior agreement of our technical department.

d) Vehicle conforms to the manufacturer's original specifications (unmodified)

e) Use of the vehicle in accordance with its intended purpose (non-competition, off-road, agricultural, etc.)

f) Return of the complete part* in good condition: broken connectors, bent or incomplete parts,  

crushed pipes, worn threads and splines, etc. will not be accepted under warranty.

* In case of doubt, contact our technical services.

Also refer to good packaging practice. III.6)

g) The return must be accompanied by an ad hoc form available on the site or from the Sales department. Requests without a return form or with an incomplete return form cannot be processed.

As the part remains the property of the Client, it remains available to the Client for three (3) months from the date of the response to the warranty request. After this period, the part will be reprocessed by our services and can no longer be claimed.

Under the terms of the guarantee, DEPA will replace or reimburse the defective part, excluding forwarding costs, dismantling, reassembly, and troubleshooting costs, the purchase of substitute products from competitors or original manufacturer products.

VIII. RENOVATION OF THE CLIENT'S PART

The Client has the option of sending his part to be renovated at his own expense.

If the part is not identified at DEPA, an estimate will be made to the Client and must be accepted by him.

The "repair request" form is available on the website or on request, and must be enclosed with the shipment.

For packaging conditions, see III 6

IX. DEPOSIT

Deposits are invoiced at the deposit rate in force at the time of delivery. A return deposit will be established upon return to the factory, after checking the corresponding types and up to the quantity and type of parts delivered equivalent to the original manufacture.

Deposits will only be accepted in DEPA packaging. Parts must be complete and in good condition, in which case DEPA may deduct up to 100% of the value of the deposit. The criteria are available on www.depa.fr.

Please also refer to good packaging practice. III.6)

The return of the deposit is at the Client's expense.

From a minimum quantity of 15 parts, the Client can request the return of the deposits from the sales department by e-mail to: commande@depa.fr

The sales department will generate a collection.

Deposits for sales of more than 1 year will not be accepted unless prior agreement has been given by DEPA.

X. RESERVATION OF PROPERTY

It is expressly agreed that the Products sold remain the property of DEPA until full payment of their price in principle, costs and accessories and may be claimed in any event, in particular in accordance with Article L624-16 of the French Commercial Code.

The risks relating to the Products are transferred to the Client as soon as notification is given that the Products have been isolated in DEPA's warehouses for dispatch and at the latest when the Products are handed over to the carrier. The Client therefore undertakes to insure the Products from the transfer of risk until full transfer of ownership. The Client also undertakes to inform his insurer that DEPA is the owner of the DEPA Products until full payment of their price in principle, costs and accessories.

DEPA's right to repossess the Products is limited to the total amount of unpaid orders.

In the event of seizure or any other intervention by a third party in respect of the Products, as well as in the event of the opening of collective proceedings against the Client as referred to above, the Client must inform DEPA without delay by registered letter with acknowledgement of receipt.

Notwithstanding any other provision of this Agreement, the exercise by DEPA of its right to repossess the Products shall constitute an expression of its intention to terminate, with immediate effect, the corresponding sale due to the Client's failure to pay.

XI. INTELLECTUAL PROPERTY RIGHTS

The DEPA brand and logos, as well as all communication media (press, trade fair booths, websites, etc.) will remain the exclusive property of DEPA.

Any use by a third party must be expressly authorised by DEPA.

XII. PROTECTION OF PERSONAL DATA

The parties undertake to comply with the legal and regulatory provisions in force relating to the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as the "GDPR") and Law No. 78-17 of 6 January 1978 in its latest version in force (hereinafter referred to together as the "DCP Regulation").

XIII. COMPETENT COURT - APPLICABLE LAW - DISPUTE

This contract is governed by French law. The language of this contract is English. In the event of any dispute, the Amiens Commercial Court shall have sole jurisdiction to settle any dispute between our company and the purchasers, regardless of the place of delivery and the terms of payment. Unless otherwise agreed in writing by us, any order placed by the purchaser implies the purchaser's unconditional acceptance of our general terms and conditions of sale. These conditions cancel and replace our previous conditions. Where points are not specified, reference is made to industry practice.