General terms of sale for professionals 2024 - Novatex / Trois Kilos Sept
Object
The purpose of these General Terms and Conditions of Sale (the "GTCS") is to define the terms and conditions of sale of NOVATEX products and items distributed by NOVATEX by means of placing an order (the "Product(s)"). Please note that the information contained in NOVATEX's catalogues, prospectuses, notices, price lists and price lists and, more generally, in documents presenting and promoting NOVATEX's Products, is provided for information purposes only and is not contractually binding on NOVATEX.
These General Terms and Conditions of Sale apply to any buyer acting in a professional capacity (the "Buyer(s)").
Purchasers must provide proof of their professional status by producing an up-to-date SIREN number or K-bis extract, and also by completing the mandatory fields presented when creating their online account when ordering from the Pro.troiskilossept.com website.
Placing an order implies the Buyer's full acceptance of and compliance with these GTC, which take precedence over any other document issued by the Buyer, including the Buyer's general terms and conditions of purchase, unless waived in advance in writing by NOVATEX.
NOVATEX reserves the right to modify these GTC at any time and without prior notice, on the understanding that the applicable GTC will always be those in effect at the time the order is placed.
Disputes
These General Terms and Conditions of Sale and the transactions arising from them are governed by and subject to French law. All disputes relating to the interpretation and execution of these GTCs and, more generally, all disputes relating to the relationship between NOVATEX and the Purchaser, shall fall under the sole jurisdiction of the Chambéry Commercial Court, even in the event of a third-party claim or multiple defendants, and regardless of the method of payment and place of delivery, notwithstanding any provisions to the contrary made by the Purchaser.
Accepting orders
All orders must be accompanied by a written document containing the information required by NOVATEX - as defined by NOVATEX - to enable NOVATEX to process the order.
Sales are valid only insofar as NOVATEX confirms the availability of the Products ordered.
It is the Buyer's responsibility to verify the accuracy of the order and to immediately notify NOVATEX of any errors.
By express agreement between the parties, no waiver of a sale by NOVATEX shall generate any damages or interest for the Buyer.
Any modification, suspension or partial or total cancellation of the order by the Buyer must be notified in writing and accepted by NOVATEX, which will in any event retain the amount of the deposit or advance payment.
In all cases, NOVATEX reserves the right to seek compensation for any direct or indirect consequences it may incur as a result of the modification, suspension or cancellation of a given order.
Delivery
Unless otherwise agreed, Products are delivered by NOVATEX. The delivery times indicated by NOVATEX are given as an indication only and depend on manufacturing and supply possibilities. Exceeding delivery times may not give rise to damages, deductions or cancellation of orders in progress.
The Products travel at the Buyer's risk, and it is the Buyer's responsibility to check the condition, quality and quantity of said Products and therefore their conformity with the content of the order placed. With this in mind, the Buyer undertakes to :
- Take possession of the Products ordered at the agreed place, date and time and check that they conform to the order;
- To report any anomaly, defect or deterioration concerning the said Products on receipt, in particular by means of reservations on the transport document, and to produce any documentary evidence required to demonstrate these anomalies, defects or deteriorations;
- Confirm these anomalies, defects or deteriorations to NOVATEX by registered letter within 48 hours of receiving the Products. The Buyer must provide full justification for the anomalies, defects, or deterioration observed. The Buyer must allow NOVATEX to observe the anomalies, defects, or deterioration and, if necessary, remedy them. The Buyer shall refrain from intervening itself or from using a third party for this purpose. The Buyer must also take all necessary measures to avoid aggravating the anomalies, defects, or deterioration observed. Failure to comply with this condition excludes any liability action against NOVATEX.
Products may not be returned without the written consent of NOVATEX. Pending such consent, the Product in question shall be held by the Buyer at NOVATEX's disposal at the Buyer's premises. Unless otherwise stipulated by NOVATEX and formalized in a prior written document drawn up by NOVATEX, the return of the Product, as defined above, is linked to the fact that :
- the Products concerned by a return have been supplied to the Buyer by NOVATEX and that the Buyer can prove the origin of this purchase;
- The Buyer has the original packaging for the Products to be returned and is able to return said packaging to NOVATEX;
- the Buyer assumes the costs and risks associated with returning said Products.
If NOVATEX accepts the return of a Product that has deteriorated or contains an anomaly or defect, this does not constitute recognition of NOVATEX's responsibility. Any Product returned without NOVATEX's consent will be held at the Buyer's disposal and will not give rise to a credit note. Unless otherwise agreed in writing by NOVATEX, all costs and risks related to the return of the Product will be borne by the Buyer.
NOVATEX will reimburse or replace, as soon as possible and at its own expense, any delivered Products found to be non-compliant, to the exclusion of any indemnity or damages.
Payment - Pricing
The price of Products sold by NOVATEX is that in effect on the day the order is accepted by NOVATEX. Due to the price variations to which certain imported Products are subject, NOVATEX reserves the right to re-invoice any variation to the Buyer, up to a maximum increase of 10% of the price of the Products ordered, without the Buyer being entitled to cancel the order. If such variations exceed 10%, the Buyer will have the right to cancel its order within fifteen (15) calendar days of being informed of the price variation by NOVATEX by registered letter with acknowledgement of receipt. After this period, the Buyer will be deemed to have accepted the price change related to the continued execution of the order. Unless expressly agreed otherwise, payment for Products ordered shall be made within 60 days net from the date of issue of the invoice, without discount. Invoices are payable under all circumstances at NOVATEX's head office or at the factoring company representing NOVATEX.
Payments will be made by bank drafts or any other method of payment determined by NOVATEX. The Buyer must take all necessary steps to ensure that payment for the Products is made on the due date. Invoices are considered paid when the amount shown on the invoice has been credited to NOVATEX's bank account. By express agreement between the parties, the aforementioned payment deadline may not be delayed for any reason whatsoever. Claims made by the Buyer may in no case postpone the due date for payment of the order to which they relate. Any payment made after the payment date shown on the invoice and that resulting from these GCS will give rise, without prior formal notice, to the payment, from the due date, of late payment penalties at the rate of 3% per annum, as well as a fixed indemnity for collection costs of 40 euros per invoice paid late in accordance with article L. 441-6 of the French Commercial Code. If the recovery costs incurred are higher, an additional indemnity may be requested on production of supporting documents.
The aforementioned late payment interest does not preclude, after NOVATEX has served a formal notice that has remained without effect for eight days, the principle of payment by the Buyer of an indemnity equal to 15% of the amount that remains unpaid on the due date. In addition, non-payment of a single invoice immediately renders the amount of the other invoices still owed to NOVATEX due and payable, all sums in question being subject to the same provisions as defined above. Any deduction and/or set-off by the Buyer is expressly excluded, except with NOVATEX's prior and express consent.
In addition, and without prejudice to the application of the aforementioned penalties, NOVATEX may suspend its obligations concerning the order affected by the delay, as well as all orders in progress, until full payment of the amounts owed by the Buyer. The Buyer shall reimburse all costs incurred by NOVATEX in the legal recovery of sums due.
NOVATEX reserves the right, at any time and without prior notice, to modify the prices of the Products offered in its catalogues.
However, under no circumstances may the price be modified after NOVATEX has confirmed the order.
If one or more taxes or contributions are created or modified, either upwards or downwards, this change may be reflected in the sale price of the Products ordered.
In addition, and notwithstanding what is mentioned above, in the event of a variation in the exchange rate of the purchasing currencies, USD/€, RMB/€, of more or less 2% over the same year, NOVATEX reserves the right to revise the price of its Products. NOVATEX will inform its customers one month before the new price comes into effect. In the event of disagreement with its Buyers, NOVATEX reserves the right to terminate any framework contract or specific commercial agreement, without any penalty or compensation.
Force majeure
NOVATEX, carriers and other independent service providers with whom NOVATEX cooperates cannot be held liable if the non-execution or delay in the execution of one of their obligations described in these GCS results from a case of force majeure within the meaning of article 1218 of the French Civil Code.
NOVATEX therefore reserves the right to suspend or terminate all or part of a given sale, by operation of law, in the event of force majeure or fortuitous events, such as, but not limited to, strikes, bad weather, sanitary confinements, epidemics, insufficient quantities of Products on the market likely to halt or reduce the sale of these same Products, or any causes not directly and exclusively attributable to NOVATEX. NOVATEX will inform the Buyer as soon as possible. Orders in progress will therefore be postponed until the end of the force majeure event.
Use of Products
The Buyer, who is a professional in the sector, is solely responsible for the choice and storage of Products purchased from NOVATEX. The Buyer declares that he/she is fully informed of the characteristics of the Products and acknowledges that he/she can advise the Buyer as a good professional.
Intellectual property, trademarks, designs and models
The Buyer must resell the Products as is. The Buyer may not acquire, modify, exploit or register any intellectual rights whatsoever on the drawings, photographs, illustrations, images, models and trademarks belonging to NOVATEX. Any use, production, modification or, more generally, any use contrary to NOVATEX's rights will give rise to any civil or criminal action of NOVATEX's choosing in order to put an end to such behaviour and to compensate the Buyer for any damages suffered.
The Buyer therefore agrees not to reproduce, incorporate (even partially into its name or one of its distinctive signs or domain name) or use said drawings, photographs, illustrations, images, models and trademarks without the express prior written consent of NOVATEX, which may make such use conditional upon payment of a fee.
The Buyer undertakes to inform NOVATEX immediately of any infringement of NOVATEX's intellectual property rights in the territory brought to its attention. The Buyer undertakes to do its best to assist and help NOVATEX protect itself against such infringements.
In the event of non-compliance with this clause, the Buyer agrees to indemnify NOVATEX for any losses and reasonable costs incurred in legal proceedings resulting from infringement or illegal copying, and for any costs relating to legal or extra-legal steps taken in the interest of NOVATEX's rights.
Retention of title clause
NOVATEX reserves ownership of the Products delivered to the Buyer until full payment has been received. The Products will be considered as effectively paid when the total price, tax included, is definitively credited to NOVATEX's bank account.
Consequently, in the event of non-payment by the due date of any Products whatsoever, NOVATEX may repossess the unpaid Products ten days after the issuance of a registered letter of formal notice and, to this end, reserves the right to reclaim the Products from whomever they may be held, even in the event of insolvency proceedings instituted against the Buyer, even if the Products have been transferred to a third party in accordance with articles L. 624-16 et seq. of the French Commercial Code. In the event of immediate resale of the Products by the Buyer, the latter undertakes to immediately pay the balance of the price still owing to NOVATEX or to take any measures (which must first be brought to NOVATEX's attention and expressly approved by it) required to ensure the protection of NOVATEX's interests. The above provisions relating to retention of title do not prevent the transfer to the Buyer, upon delivery of the Products, of custody and risk of loss or deterioration of said Products as well as any damage they may cause.
The Buyer must therefore take out insurance to cover all risks that may arise after delivery of the Products, and must provide proof of this at NOVATEX's first request by providing a copy of the insurance policy and proof of payment of the related premiums.
Protection of your personal data
Pursuant to Act 78-17 of 6 January 1978, as amended by Act no. 2018-493 of 20 June 2018, we remind you that the personal data requested from Buyers is necessary both to guarantee them access to services and to place and process their orders. This data is communicated to NOVATEX to enable it to carry out sales and ship orders. It may not be used for any other purpose.
NOVATEX is committed to ensuring the security of the personal data it retains for the purposes of fulfilling and tracking orders.
With respect to online orders, the processing of information communicated via the website complies with legal requirements regarding the protection of personal data, and the information system used ensures optimal protection of such data.
In accordance with the national and European regulations in force, Buyers have the right to permanent access, modification, rectification, opposition, portability and limitation of the processing of information concerning them.
Acceptance
The Buyer acknowledges that, prior to placing his/her order, he/she has been informed of these GCS in a clear and comprehensible manner.