ARTICLE 1: FIELD OF APPLICATION
These general conditions of sale apply to all sales made by Techniques Chimiques Nouvelles (hereinafter the „Company“) with one or more professional buyers (hereinafter the „Buyers“ / „Customers“ or the „Buyer“ / „Customer“). They shall prevail over any conditions of the Buyers and in particular their general conditions of purchase.
Adherence to the general conditions of sale results from the sole fact of the order. The rates, documentation and terms of sale issued by the Company do not constitute an offer.
ARTICLE 2: ORDER
1- Acceptance of the order
Any sale will be perfect only after the express acceptance in writing of the customer’s order by the Company. The order must be confirmed in writing, by means of an order form, duly signed by the Purchaser. Upon receipt, it will be irrevocable.
The acceptance of an order by the Company is subject to the non-exceeding of a ceiling of previously negotiated outstanding.
In the event of the initiation of legal redress or liquidation proceedings, the Company reserves the right to claim the goods in stock.
2- Modification of the order
Orders sent to the Company will be irrevocable by the customer, unless with the written permission of the Company. Any request to change the composition or volume of an order placed by a customer may be considered by the Company only if the request is made in writing, including fax or e-mail. This one must be sent not later than 8 days after the receipt of the initial order by the Company. In the event of modification of the order by the customer, the Company will be released from the agreed deadlines for its execution.
ARTICLE 3: PRICE OF SALE
Prices (unless specifically stated otherwise) are exclusive of VAT and any other applicable taxes, duties and taxes. They do not include delivery charges and cannot be reduced.
Prices are subject to change without notice. The invoices of the Company shall be drawn up in accordance with the rates in force on the day of delivery. In the event of an increase in manufacturers‘ tariffs, customs duties, taxes and fluctuations in exchange rates, prices shall be increased accordingly without prior notice. For orders of which the total amount (excluding tax and transport cost) is less than 50 €, the Company will apply a 15 € package to process the order.
No discount will be given in case of advance payment.
ARTICLE 4: DELIVERY – TRANSPORT – RECEPTION
Unless expressly stated otherwise on the delivery note or invoice, the delivery will be at the expense of the Buyer, at the place indicated in the order form or invoice. The Company will be released from all liability for the goods transported at the risk and peril of the buyer. The advance by the Company of the freight costs cannot be interpreted as an exception to the present general conditions unless expressly stated otherwise in the order form.
The transfer to the Buyer of the risks of loss and deterioration will be realized upon acceptance of the order by the Company, materializing the agreement between the parties on the product and its price, irrespective of the transfer of ownership,
The date of payment and delivery of the products.
The delivery time indicated by the company is given only for information and indicative, this depending in particular on the availability of the carriers and the order of arrival of the orders. The Company shall not be held liable in respect of the Purchaser in the event of delayed delivery. The Purchaser expressly acknowledges that it is the carrier’s responsibility to make the delivery, the Company being deemed to have fulfilled its obligation to issue as soon as it has delivered the goods, object of the order, to the carrier who accepted unconditionally.
Exceeding the delivery time, for whatever reason, will not release the Buyer from its obligations under the contract. In no case shall the liability of the Company be incurred in the event of delay or suspension of delivery attributable to the Purchaser or in case of force majeure.
In no case shall the liability of the Company be incurred in the event of delay or suspension of delivery attributable to the Purchaser or in case of force majeure. In the event of delayed delivery due to force majeure, the Company reserves the right to cancel orders in whole or in part or to delay them.
In the event of damage to the goods delivered or missing, it is the customer’s responsibility to make all necessary reservations with the carrier. Any product not subject to reservations by registered letter with AR within three (3) days of its receipt with the carrier, in accordance with Article L. 133-3 of the Commercial Code, a copy of which Addressed simultaneously to the Company, will be considered accepted by the customer.
Without prejudice to the arrangements to be made by the customer vis-à-vis the carrier as described above, in case of apparent defects or missing, any claim, whatever the nature, concerning the delivered products, Will be accepted by the Company only if it is made in writing, by registered letter with AR, within the three (3) days provided for above. It is the Purchaser’s responsibility to provide all the justifications as to the actual defects or deficiencies found.
No return of goods may be made by the customer without the prior express written consent of the Company, obtained in particular by fax or e-mail. Expenses of return shall be borne by the Company only in the event that an apparent defect, or missing, is actually established by him or his agent. Only the carrier chosen by the Company is entitled to return the products concerned.
Where, after verifying any apparent defect or deficiency, the Company or its authorized representative is satisfied that the customer can only ask the Company for the replacement of the non-conforming items and / or the balance to be paid for the deficiencies at the expense of the Company Without the latter being entitled to any indemnity or to the resolution of the order.
The unrestricted receipt of products ordered by the customer covers any apparent and / or missing defect. Any reservations must be confirmed in accordance with the above conditions.
ARTICLE 5- PAYMENT
The payment of the invoices of the Company is carried out in full, by check or bank transfer, within a maximum of 45 days end of month. This period, which will be counted from the date of issue of the invoice, will be mentioned on the invoice addressed to the Purchaser.
Any sum not paid at maturity or any settlement not in accordance with the amount of the invoice will give rise, automatically and without prior notice, to the payment by the customer of late payment penalties set at 3 times the legal interest rate, In addition to taxes.
In the event of a delay in payment, the Buyer shall be entitled to a lump sum indemnity for recovery costs, in the amount of € 40, without any prior notice. The Company may request additional compensation from the Buyer if the collection costs actually incurred exceed this amount upon presentation of the supporting documents.
ARTICLE 6: WARRANTY – CLAIMS
The Company undertakes to supply products of merchantable quality, without guaranteeing that they will satisfy a specific use, the Buyer doing his / her personal business, without recourse against the Company of the use and the application of the products.
The products delivered by the Company benefit from a contractual guarantee of 1 month, from the date of delivery. This warranty will cover product non-conformity with the order and any hidden defect arising from material, design or manufacturing defect affecting the products delivered and making them unsuitable for use.
Under these conditions, the Company may choose to replace or refund the products under warranty, this guarantee also covering labor costs.
The products must be checked by the customer upon delivery, and any complaint, reservation or dispute relating to apparent deficiencies and defects must be made under the conditions set out above.
Finally, the guarantee cannot be applied if the products have been subject to abnormal use or have been used under conditions other than those for which they were manufactured, in particular in the event of failure to comply with the conditions prescribed in the operating instructions. It also does not apply to the case of deterioration or accident resulting from shock, fall, negligence, lack of supervision or maintenance, or in case of transformation of the product.
ARTICLE 7- PROPERTY RESERVATION CLAUSE
The products delivered remain the property of the Company until the full payment of their principal and accessory prices, even in the event of payment deadlines. In this regard, the payment of bills or any instrument creating an obligation to pay shall not constitute payments within the meaning of this provision.
By express agreement, the Company may exercise the rights it holds under this retention of title clause for any of its claims on all of its products in the possession of the customer, these products being formally presumes to be the ones outstanding payments, and the Company may take back or claim them as compensation for all unpaid bills, without prejudice to its right to resolve outstanding sales.
The Purchaser may, however, resell or process such goods in connection with the normal operation of his business, the Buyer undertaking to immediately pay to the Company the portion of the price remaining due.
The resale authorization shall be withdrawn automatically in the event of the Buyer’s cessation of payment, the Buyer undertaking to inform the Company immediately of this situation and of any collective proceedings against him.
In case of seizure by third parties on these products, the Purchaser will be required to immediately inform the Company.
Notwithstanding the application of this retention of title clause, the Purchaser shall bear the risk of the products as soon as the Purchase Order is accepted by the Company. It will also bear the cost of the insurance.
ARTICLE 8- DISPUTES AND JURISDICTION
The domicile is elected by the Company at its registered office at 8 bis, allée Marie Louise-92240 Malakoff France.
All disputes to which this contract may give rise, concerning their validity, interpretation, execution, termination, consequences and aftermath, shall be brought before the Tribunal de Commerce de Nanterre for any claim and / or action, whatever the place of the order, the delivery, the method of payment and the payment, and even in the event of a warranty or multiple defendants.
Bills of exchange are neither novation nor derogation from this clause conferring jurisdiction.
In addition, in the event of legal action or any other action for recovery of claims by the Company, the costs of summons, justice, lawyer’s and bailiff’s fees and all related costs shall be borne by the Company Of the customer at fault, as well as the expenses related to or arising from the non-respect by the customer of the conditions of payment or delivery of the order in question.
ARTICLE 9- APPLICABLE LAW
Any question relating to these general conditions of sale as well as to the sales that they govern, which is not dealt with by the present contractual stipulations, will be governed by the French law to the exclusion of all other rights, and as suppletive, by the Vienna Convention on the International Sale of Goods.