ARTICLE 1: GENERAL PROVISIONS
The purpose of these general terms of sale is both to define the conditions by which the Seller agrees to sell its Products and services, and to provide the sole basis for commercial negotiation and sales between the “Buyer” and the “Seller”. The Seller is Techniques Chimiques Nouvelles (hereinafter the “Seller”) and the Buyers are business customers.
The Products are displayed on the Seller’s website.
The Buyer must fill out the customer information form provided by the Seller prior to the first order. These General Terms and Conditions apply to all orders placed by the Buyer, regardless of the manner of order placement (written, verbal, digital), and the Buyer recognizes having acknowledged and accepted them prior to placing any order. The simple act of the Buyer’s placing an order presumes the Buyer has accepted these general terms of sale, notwithstanding any document issued by Buyer, except for formal, express and prior written exception by Seller or special conditions defined in a contract..
ARTICLE 2: SELLER’S CONTACT INFORMATION
20, rue des carriers italiens, 91350 Grigny – France
Telephone number: (+ 33) 01 47 35 07 63
SIRET number: 632 015 111 00057 APE : 2059Z R.C.S : Nanterre 1980B07124
ARTICLE 3: ORDER PLACEMENT AND ACCEPTANCE
Seller shall consider any quotation, pro-forma and/or purchase order signed by Buyer and accepted in return by Seller to be an order.
The order shall become effective upon receipt of payment to the Seller’s bank account for the full amount of the order. Once this payment is received, the order becomes final and cannot be modified or cancelled.
The minimum order amount is €150.00 (excluding taxes and shipping costs). For orders whose total amount (excluding taxes and shipping costs) is between €150 and €250, the Seller will apply a flat fee of €50 to process the order.
The acceptance of an order by the Seller is subject to the non-exceedance of a previously negotiated credit limit.
ARTICLE 4: SELLING PRICE AND PAYMENT TERMS
Prices (unless otherwise specifically indicated) are quoted FCA at the Seller’s premises in accordance with ICC 2020 Incoterms® Rules.
Prices are subject to change without notice. Seller’s invoices shall be made out according to rates in effect on the date of delivery. In the event of an increase in the cost of raw materials and/or their carriage, prices will be increased accordingly without notice.
The terms of payment indicated on Seller’s offers, order confirmations and contracts shall prevail, notwithstanding any other terms stipulated by Buyer on the order form.
Any Product made available on Seller’s premises shall be deemed deliverable and billable. Any storage of Products in excess of 2 weeks after initial availability shall be invoiced and will include storeroom costs.
In case of late payment beyond the due dates indicated on the invoice, Seller shall have the right to suspend delivery of any outstanding orders and shall make all sums for all orders payable immediately upon delivery. Any outstanding payment due shall automatically give rise to the accrual of annual interest from the due date, without prior notice of default by Buyer. This annual interest shall be charged at a rate equal to 10 percentage points above the interest rate applied by the European Central Bank to its most recent refinancing operations; this clause not affecting the payable nature of the debt. In case of late payment, any legal costs to cover debt collection shall be set at a lump sum of €40, including VAT, and shall be due compliant to the French Commercial Code, Decree No. 2012-1115 of 02/10/2012.
In the event of a change in the Buyer’s commercial or financial standing, the Seller reserves the right to cancel the terms of payment initially set forth and to request immediate payment of any outstanding invoices due and orders underway.
ARTICLE 5: DELIVERY – CARRIAGE – RECEIPT
5.1 Delivery time
The delivery time specified on the order confirmation form is provided on an indicative basis.
Unless otherwise stipulated in writing and accepted by both parties as per any special contingent agreement, deliveries are considered FCA at the Seller’s premises (ICC Incoterms® 2020). Delivery shall take place when the Products are loaded by the Seller onto the truck ordered by the Buyer.
The carriage of goods shall be governed according to ICC Incoterms® 2020 rules, agreed upon by both parties. If the choice of the ICC Incoterm® 2020 is Group F (FCA, FOB), the Buyer agrees to inform Seller which parts of the main carriage, as well as any risks to the Products, are to be borne by Buyer in order that the Seller may adjust corresponding packaging and costs. In the event of an ICC Incoterm® 2020 chosen from group D, the Buyer shall accept to verify the condition of the goods in the presence of the deliverer upon receipt. In case of suspicion of possible damage as a result of carriage, it is essential for the Buyer to execute the following two procedures: 1° Indicate accurately and without delay any and all reservations on the bill of lading, and 2° Confirm immediately the aforementioned reservations, within three days at the latest, by registered letter with acknowledgement of receipt, stating the reasons.
These two procedures are both necessary to engage the carrier’s liability. These reservations do not in any way justify a delay in payment of Seller’s invoices. No action will be taken unless reservations have been expressed.
In case of an Incoterm chosen from group C, the Buyer shall assume liability for risks; the Buyer is responsible for the Products’ condition, and shall file any necessary claim with the insurer in case of damage.
No goods may be returned by Buyer without the latter’s having provided proof of any reservations made, and without having obtained Seller’s prior consent.
Notwithstanding the application of the title retention clause specified in Article 8, Buyer shall bear the risk incurred by the Products upon delivery FCA Seller’s premises (ICC Incoterm® 2020). Buyer shall also bear the cost of carriage insurance upon delivery.
ARTICLE 6: FORCE MAJEURE
The Seller reserves the right to suspend all or part of orders in progress, without compensation or other recourse, in the event of force majeure, i.e., the list below being non-exhaustive, any event likely to delay or prevent the performance of the Seller’s obligations, in particular any accident affecting the production or storage of goods, fire, explosion, flood, drought and any other climatic events, machine breakdown, partial or total external strikes, epidemics and pandemics, any civil or foreign wars or other political unrest and, more generally, in all cases recognized as force majeure.
The Seller shall declare any case of force majeure to the Buyer indicating the period during which contractual obligations will be suspended.
ARTICLE 7: WARRANTY – CLAIMS
The Seller undertakes to supply quality Products, without pledging that said Products will be suitable for any particular use. The Buyer shall be responsible for the use and application of Products, without recourse against the Seller.
The Products delivered by the Seller shall benefit from a contractual warranty of 1 month, starting from the delivery date. This warranty shall cover the non-compliance of the Products with the order and any latent defect resulting from a flaw in material, design or manufacture affecting the Products delivered and rendering them unfit for use.
Under these circumstances, the Seller may choose to replace or refund the Products under warranty.
The Products must be checked by the Buyer upon receipt, and any claim, reservation or dispute relating to apparent defects of said Products must be made in accordance with the aforementioned conditions.
The warranty shall not apply if the Products have been used in an abnormal way or have been used in circumstances other than those for which they were manufactured, and in particular in the event of failure to comply with the recommendations outlined in the instructions for use on the Seller’s website and/or provided by the Seller. Nor shall the warranty apply in the event of deterioration or accident resulting from a shock, a fall, negligence, a lack of supervision or maintenance, or in the event of the Product’s transformation.
Without prejudice to the measures to be taken by the Buyer with respect to the Carrier as described in Article 5.3 “Carriage”, in the event of apparent defects or missing goods, any and all claims concerning the products delivered shall be acknowledged by the Seller only if they are made in writing, by registered letter with acknowledgement of receipt, within the three (3) days provided for above. It is the Buyer’s responsibility to provide all evidence of the defects or missing items observed.
The unconditional acceptance of the products ordered by the Buyer covers any apparent defect and/or missing goods. Any reservation must be made in accordance with the above conditions.
ARTICLE 8: INDEMNIFICATION – LIMITATION OF LIABILITY
In case of non-compliance or latent defect, the Seller’s liability shall be limited to the Products’ EXW ex-factory selling price (exclusive of taxes or charges of any kind) on the date of delivery, notwithstanding any damage claimed, with the exception of personal injury.
The Seller declines all responsibility in case of non-compliant use of the Products sold, as the Buyer is solely responsible for said Products’ use by the end user.
ARTICLE 9 – RETENTION OF TITLE
Ownership of the Products sold shall not be transferred to the Buyer until the price has been paid in full, it being specified that for the purposes of this clause, only the collection of all monies owed shall be deemed payment.
These provisions do not prevent the transfer of risks of loss or deterioration of the goods sold as well as the damage they may cause to the Buyer upon delivery.
In the event that the Buyer fails to settle the amounts due to the seller on time and on schedule, the Seller may reclaim, take back or sell the Products after a formal notice of default has received no acknowledgement for a period of eight days; the return and any related costs shall be borne by the Buyer.
In the event that the Buyer is undergoing bankruptcy or liquidation proceedings, the Seller shall have the right to reclaim, take back or sell the Products compliant to the legal or regulatory provisions in effect.
ARTICLE 10: INTELLECTUAL PROPERTY
Whereas TCN™ is a registered trademark, the sale of its Products and any media communication is undertaken under the TCN™ trademark, which remains the exclusive property of the Seller. The Buyer may not under any circumstances represent itself under the name TCN™. The TCN™ brand is a registered trademark of which the Seller retains exclusive ownership.
The know-how of TCN™ remains its property and the Buyer undertakes to ensure the integrity of any and all intellectual property held by TCN™.
The engineering, know-how and any and all data or elements of a technical nature concerning the Products represent for the Buyer secret and confidential information (“Confidential Information”) belonging to Seller. All Confidential Information, business documents and techniques used by Seller, in whole or in part, submitted to Buyer prior or subsequent to the order shall remain the sole property of Seller.
Confidential Information shall be retained by the Buyer and shall not, without the Seller’s written consent, be furnished or disclosed by the Buyer to any person or persons, with the exception of the Buyer’s employees who shall use such Confidential Information only in connection with the sale, inspection, production and/or use of the Products.
The Buyer agrees, by whatever legal means it deems appropriate, to impose this confidentiality obligation upon its employees and other agents. The Buyer shall be responsible for compliance with this obligation.
ARTICLE 11 – OFFICIAL LANGUAGE
In the event of a conflict of interpretation between the provisions of these General Terms and Conditions of Export Sale and any translation that has been made in another language, the French version shall prevail.
ARTICLE 12 – JURISDICTION FOR DISPUTE RESOLUTION AND APPLICABLE LAW
Any disputes arising out of or in connection with this contract shall be settled definitively under the International Chamber of Commerce Rules of Arbitration by one or more arbiters in accordance with those Rules.
If neither of the parties choose arbitration as a course of remedy, the litigation shall be brought to trial in first instance before the Commercial Court of Evry, France (91), and the applicable law shall be French law.