General Terms and Conditions of Sale – Business Customers
Version 2026
ARTICLE 1 – GENERAL PROVISION
These General Terms and Conditions of Sale apply to all sales concluded by ‘MODUGAME MG SPORT’ with business customers; these provisions supersede and replace all previous terms and conditions and take precedence over any other document previously issued: They are provided to each purchaser to enable them to place an order. Consequently, the act of placing an order implies the purchaser’s full and unreserved acceptance of these General Terms and Conditions of Sale, to the exclusion of all other documents such as prospectuses and catalogues issued by the seller, which are for guidance only. Annexes to these General Terms and Conditions of Sale may set out specific conditions applicable to a particular category of customer.
No special terms and conditions, such as Terms of Purchase, may take precedence over these General Terms and Conditions of Sale. Any contrary or differing terms and conditions put forward by the purchaser shall therefore be unenforceable, regardless of when they may have been brought to the seller’s attention. The fact that the seller does not rely on any of these General Terms and Conditions of Sale at a given time shall not be construed as a waiver of the right to rely on any of the said terms at a later date.
“Confidentiality”: Any studies, plans, reports or documents provided or sent by us remain our exclusive property; they may not therefore be disclosed or used by the purchaser to third parties for any reason whatsoever, unless we have given our express consent.
ARTICLE TWO – PURCHASE ORDERS
Whether for a standard product from the MODUGAME – MG SPORT catalogue or for a made-to-order product, the procedure for placing a purchase order is as follows:
– Standard product from the MODUGAME – MG SPORT catalogue: In order to be processed, every order must be submitted using a quote or order form supplied by MODUGAME – MG SPORT upon request and approved by the Client. A quote or order form is approved when the Client returns one or other of these documents to MODUGAME – MG SPORT having first marked it with “Approved”, the date, the person’s name, job title, stamp and signature. MODUGAME – MG SPORT will acknowledge receipt of the order by returning a signed and stamped copy of the purchase order. The order is not binding unless the purchase order carries a MODUGAME – MG SPORT signature and stamp.
– Made-to-order product: A made-to-order product is any product specially developed according to specifications defined by a MODUGAME – MG SPORT client, or any standard catalogue product modified according to the wishes of a MODUGAME – MG SPORT client. MODUGAME – MG SPORT will provide the Client with a quote for the creation of the made-to-order product. The process for a Client’s approval of a quote is the same as that for a standard product. In all cases, orders are only final once they have been confirmed in writing by MODUGAME MG SPORT. The seller is only bound by orders taken by its representatives or employees subject to written and signed confirmation. No order for future delivery placed by the customer will be accepted by MODUGAME MG SPORT. Acceptance may also be evidenced by the dispatch of the products. The order is personal to the purchaser and may not be assigned without the seller’s consent, except in the normal course of business. Any amendment or cancellation of an order must be authorised by MODUGAME MG SPORT and, in any event, must take place prior to the dispatch of the products.
Changing an Order Any request for an additional purchase or any request to change an order must be made in writing by the Client and will lead to the creation of a new purchase order or a new quote that shall be subject to the procedure outlined in Article Two. Any order cancellation will result in liability for payment of any services already rendered by MODUGAME – MG SPORT.
ARTICLE THREE – PRODUCTS
We reserve the right to make changes to our products without prior notice.
ARTICLE FOUR – DELIVERIES – TRANSPORT – INSTALLATION
The transport and delivery of orders are arranged by MODUGAME – MG SPORT at the Customer’s request and remain the Customer’s responsibility.
4.1. Delivery times
Deliveries are made subject to availability and in the order in which orders are received. The seller is authorised to make either full or partial deliveries. Delivery times are stated as accurately as possible but are subject to the seller’s supply and transport arrangements. They are provided for guidance only. Any delay in delivery shall therefore not give rise to any claim for damages, withholding of payment or cancellation of outstanding orders. However, if the delay exceeds thirty (30) days, for any reason other than force majeure, the sale may be rescinded at the request of either party by simple registered letter. The purchaser shall be entitled to a refund of their deposit, to the exclusion of any other compensation or damages. The following are considered to be cases of force majeure, and more generally, any events of an unforeseeable, unavoidable and external nature which relieve the seller of its obligation to deliver, in particular the following: war, riots, fire, strikes, accidents, and the seller’s inability to obtain supplies. In any event, MODUGAME MG SPORT shall not be liable for any loss or damage suffered by the purchaser or any other person, arising, for whatever reason, from MODUGAME MG SPORT’s failure to deliver any order, or from any delay or error in the fulfilment of the said order. The seller shall keep the purchaser informed, by any means and in a timely manner, of the cases and events listed above. In any event, delivery within the agreed time frame can only take place if the purchaser is up to date with their obligations to the seller, for whatever reason.
4.2. Place of delivery
Delivery shall be made to the location specified on the order form.
4.3. Installation – Commissioning
The installation and commissioning of the product can be carried out directly by MODUGAME – MG SPORT. The purchase order must expressly state this and specify the cost of these services.
ARTICLE FIVE – ACCEPTANCE
Unless the purchaser expressly raises any objections at the time of delivery, the products delivered shall be deemed to comply with the order in terms of both quantity and quality. Without prejudice to any action to be taken against the carrier, complaints regarding apparent defects, or the non-conformity of the product delivered with the product ordered or with the delivery note, must be made in writing by registered letter with acknowledgement of receipt within FORTY-EIGHT (48) hours of the products’ arrival. Complaints must also be noted on the order form. It shall be the purchaser’s responsibility to provide full evidence of the existence of any defects or anomalies observed. The purchaser must allow the seller every opportunity to verify these defects, to remedy them and to investigate their cause. The purchaser shall refrain from taking any action themselves or from involving a third party for this purpose. For products sold in pre-packaged form, the weights and measurements at the time of dispatch shall be taken as proof of the quantities delivered.
ARTICLE SIX – RETURNS
6.1. Terms and Conditions
Any return of goods must be agreed upon by the seller and the purchaser by any means. Any goods returned without such agreement shall be held at the purchaser’s disposal and shall not give rise to the issue of a credit note. The costs and risks associated with the return shall always be borne by the seller. Returned goods must be accompanied by a return label affixed to the package and must be in the same condition as when they were delivered.
6.2. Consequences
In the event of an apparent defect or non-conformity of the products delivered, duly established by the seller in accordance with the conditions set out above, the purchaser may obtain a free replacement or a refund for the products, at the seller’s discretion, to the exclusion of any compensation or damages.
ARTICLE SEVEN – PRICE
7.1. Determination of price
7.1.1. The products are supplied at the price in force at the time of delivery, unless otherwise specifically agreed between the parties. Prices are quoted net of tax and rounded to two decimal places. Any tax, duty or levy (including, but not limited to, VAT, environmental tax, etc.), or any other additional charge payable under French, European or the regulations of an importing country or a country of transit, shall be borne exclusively by the purchaser.
7.1.2. The company reserves the right to amend its pricing structures at any time in line with changes in economic conditions, its own costs and those of its suppliers.
7.2. Invoicing
An invoice is drawn up for each delivery and issued at the time of delivery.
7.3. Payment
Payment is due on the due date stated on the invoice, which, by law, may not exceed 45 days from the end of the month in which the invoice was issued. Unless otherwise expressly provided for in the special terms and conditions, the price is payable by bank transfer or cheque. In the event of deferred or instalment payments, a payment within the meaning of this article is not the mere handing over of a bill of exchange or a cheque implying an obligation to pay, but their settlement on the agreed due date. Unless expressly stipulated, no discount shall apply in the event of early payment. In the event of late payment or a breach of any obligation, the seller may suspend all outstanding orders, without prejudice to any other course of action. In the event of non-payment of any instalment, the remaining instalments shall become immediately due, even if they have given rise to bills of exchange. In the event of non-payment, the customer shall automatically be liable for late payment penalties, payable on the day following the payment date stated on the invoice, at a rate equal to three (3) times the statutory interest rate, calculated on the total amount of the invoice including VAT, it being understood that the rate applicable during the first half of the year in question is the rate in force on 1 January of that year. For the second half of the year in question, it is the rate in force on 1 July of that year. Furthermore, any business customer in arrears shall automatically be liable to MODUGAME MG SPORT for a fixed compensation payment of €40 to cover recovery costs, pursuant to Article L 441-6 of the French Commercial Code. Where the recovery costs incurred exceed the amount of this fixed compensation, we reserve the right to claim additional compensation upon provision of supporting evidence. Late payment penalties shall be payable without the need for a reminder.
7.4. Discounts – Reductions – Rebates
The purchaser may be eligible for discounts, rebates and refunds depending on customer categories. Any deterioration in the purchaser’s creditworthiness (including, but not limited to, the sale or contribution of any part of the business, death, incapacity, financial difficulties or suspension of payments, administration, compulsory liquidation, etc.) may justify the requirement for guarantees or payment in cash or by a bill of exchange payable on demand, prior to the fulfilment of orders received.
ARTICLE EIGHT – TRANSFER OF OWNERSHIP – TRANSFER OF RISKS
The goods are sold subject to a clause expressly making the transfer of title conditional upon full payment of the price, including principal and ancillary charges, in accordance with Articles 2329 to 2372 of the French Civil Code. It is, however, understood that the mere delivery of a document creating an obligation to pay, whether a bill of exchange or otherwise, does not constitute payment within the meaning of this clause; the seller’s original claim against the purchaser shall remain in force, together with all rights and securities attached thereto, including the retention of title, until such time as the said bill of exchange has been effectively paid. The above provisions shall not prevent, upon delivery of the goods, the transfer to the purchaser of the risks of loss or deterioration of the goods subject to retention of title, as well as any damage they may cause. The purchaser must take out insurance covering the risks arising from the time of delivery of the goods. Until the price has been paid in full, the purchaser must keep the goods delivered under this contract separate and must not mix them with other goods of the same nature from other suppliers. If the goods are not kept separate, the seller may demand reimbursement or reclaim those still held in stock. In the event of seizure with garnishment or any other intervention by a third party in respect of the goods, the purchaser must inform the seller without delay to enable the seller to oppose such action and safeguard their rights. The purchaser further undertakes not to pledge or assign ownership of the said goods as security. Termination clause It is expressly agreed that in the event of failure to pay any instalment, or more generally, of total or partial non-performance of any of the obligations incumbent upon the purchaser, the entire price shall become immediately due and payable, and shall result in the suspension of all deliveries, as well as the termination of any outstanding orders. Consequently, in the event of failure to pay the full price thus made payable, the sale shall be terminated automatically by operation of law if a formal demand for payment remains unsuccessful for ONE (1) month after it has been served.
ARTICLE NINE – Third Party Liability
MODUGAME – MG SPORT undertakes to act with the greatest possible diligence in the fulfilment of its obligations. MODUGAME – MG SPORT products are guaranteed against any manufacturing defect for the period of one year from the date of dispatch. The guarantee includes one year’s after-care from the time of set up. The guarantee is limited to either repair or replacement, as determined by MODUGAME – MG SPORT, of any part found to be defective, without ever being liable for providing a complete replacement of the product. This guarantee covers labour costs. Furthermore, repairs and replacements made under the guarantee do not extend the duration of the guarantee. The MODUGAME – MG SPORT guarantee does not cover any damages or broken accessories resulting from inappropriate use or lack of care and maintenance as well as incidents or malfunction resulting from a use that does not comply with the technical instructions stated. The MODUGAME – MG SPORT guarantee does not cover components such connecting and handling elements like flaps, Velcro straps, fittings and hilts. MODUGAME – MG SPORT cannot be held responsible for any secondary damages to the Client such as loss of earnings or operating loss. MODUGAME – MG SPORT is insured in accordance with general law.
ARTICLE TEN – WARRANTY AGAINST HIDDEN DEFECTS AND CONTRACTUAL WARRANTY
The seller guarantees the purchaser against hidden defects in accordance with the provisions of Article 1641 et seq. of the French Civil Code. ARTICLE ELEVEN – LIABILITY FOR DEFECTIVE PRODUCTS With regard to liability as provided for in Articles 1245 to 1245-17 of the French Civil Code, the supplier shall be released from their liability for safety in all cases consistent with the provisions of the above articles. Regarding damage to property not used by the injured party primarily for personal use or consumption, the supplier shall be exempt from all liability, in accordance with Article 1245-14, paragraph 2, of the French Civil Code.
ARTICLE TWELVE – PACKAGING – DEPOSITS – LABELLING – RETAILER’S TRADEMARK – INDUSTRIAL PROPERTY
Packaging bearing the seller’s brand may only be used for the seller’s products and may under no circumstances be used for any products other than the seller’s own. Any breach of this rule will expose the perpetrator to criminal prosecution and the payment of damages. The Client shall have no ownership claim over equipment, designs, models, specifications or other information and may under no circumstance make use of these outside the limits of this contract. In the absence of any special stipulation, all intellectual property rights resulting from the fulfilment of the order shall remain the property of MODUGAME – MG SPORT without time or geographical limits.
ARTICLE THIRTEEN – SETTLEMENT OF DISPUTES
13.1. Conciliation procedure
In the event of any dispute arising between the parties or their successors in title concerning the interpretation and/or performance of their obligations, the parties undertake to submit their dispute to conciliators prior to any legal proceedings on the merits, with each party appointing one conciliator, unless both parties agree otherwise. The identity of this conciliator must be communicated to the party making the request within fifteen days of such request being made by registered letter with acknowledgement of receipt. Within a similar timeframe, the requesting party must also communicate the name of the chosen conciliator to the other party. In the absence of a response from the contracting party first approached within the specified timeframe, the party making the request may bypass this conciliation procedure. The conciliator(s) shall endeavour to resolve the disputes submitted to them and to secure the parties’ acceptance of an amicable settlement within a maximum period of two months from the date of their appointment. Once this period has elapsed, if a settlement agreement between the parties has not been drawn up and signed under the authority of the conciliator(s), each party shall be free to bring the matter before the competent court within a timeframe of their choosing.
This clause does not apply to summary proceedings.
13.2. Jurisdiction clause
All disputes arising from the transactions covered by these General Terms and Conditions of Sale shall, in the event that the conciliation procedure is unsuccessful, fall within the exclusive jurisdiction of the Commercial Court of CLERMONT-FERRAND.
13.3. Governing Law
All clauses contained in these General Terms and Conditions of Sale, as well as all purchase and sale transactions referred to therein, shall be governed by the domestic provisions of French law, to the exclusion of the Vienna Convention.
ARTICLE FOURTEEN – AMENDMENTS
MODUGAME MG SPORT reserves the right to make any necessary amendments to these General Terms and Conditions of Sale at any time.
ARTICLE FIFTEEN – ACCEPTANCE BY THE PURCHASER
These General Terms and Conditions of Sale, together with the attached price lists and discount scales relating to rebates, discounts and refunds, are expressly agreed to and accepted by the purchaser, who declares and acknowledges that they are fully aware of them, and thereby waives the right to rely on any conflicting document, in particular their own General Terms and Conditions of Purchase. ARTICLE SIXTEEN – INVALIDITY Should any provision of this agreement be or become null and void or voidable, this shall not affect the validity of the remaining provisions, and the disputed provision shall be deemed severed from these General Terms and Conditions of Sale.