General Terms and Conditions of Sale 2024 - Novatex / Trois Kilos Sept
Purpose
These General Terms and Conditions of Sale ("GTC") aim to define the terms of sale for NOVATEX products and items distributed by NOVATEX through order placement (the "Product(s)"). It is hereby reminded that information provided in catalogs, brochures, notices, scales and rates, and more generally, on NOVATEX Product presentation and promotion documents, are provided for information only and are non-contractual and therefore cannot bind the latter.
These GTC are intended for any buyer acting as a professional (the "Buyer(s)").
Buyers must prove their professional status by providing a SIREN number or an up-to-date K-bis extract, but also by filling in the mandatory fields presented when creating their online account when ordering on the Pro.troiskilossept.com website.
Placing an order implies the full acceptance and adherence of Buyers to these GTC which prevail over any other Buyer document, particularly their general purchasing conditions, unless prior written derogation from NOVATEX.
NOVATEX reserves the right to modify these GTC at any time without notice, it being understood that the applicable GTC will always be those in force at the time the order is placed.
Disputes
These GTC and the operations resulting from them are governed by and subject to French law. Any disputes relating to the interpretation and execution of these GTC and, more generally, all disputes relating to the relationship between NOVATEX and Buyers, shall be under the sole jurisdiction of the Commercial Court of Chambéry, even in case of warranty claims or multiple defendants and regardless of the method of payment and place of delivery, notwithstanding any contrary provisions from the Buyer.
Order Acceptance
Any order must be made in writing containing all information required by NOVATEX - as defined by NOVATEX - to enable the latter to process the order.
Sales are only complete to the extent that NOVATEX confirms the availability of the ordered Products.
The Buyer shall verify the accuracy of the order and immediately report any error.
By express agreement between the parties, no refusal to conclude a sale by NOVATEX shall generate any damages 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 case retain the amount of deposits or down payments made.
NOVATEX reserves in all cases the right to claim compensation for direct and indirect consequences it will have to bear following the modification, suspension, or cancellation of a given order.
Delivery
Unless specifically agreed otherwise, Product delivery is carried out by NOVATEX. Delivery times indicated by NOVATEX are provided for information only and according to manufacturing and supply possibilities. Delays cannot therefore give rise to damages, withholdings, or any cancellation of ongoing orders.
Products travel at the Buyer's risk, who is responsible for checking the condition, quality and quantity of said Products and therefore their compliance with the content of the order placed. The Buyer, in this perspective, commits to:
- Take possession of the Products subject to the order at the agreed place, date and time and check their conformity with the order;
- Report upon receipt any anomaly or defect and deterioration concerning said Products, particularly through reservations on the transport document by producing any justification necessary to demonstrate these anomalies, defects or deteriorations;
- Confirm these anomalies, defects, or deteriorations found to NOVATEX by registered letter with acknowledgment of receipt within 48 hours following the receipt of Products. The Buyer must provide all justification regarding the reality of these anomalies, defects, or deteriorations found. The Buyer must allow NOVATEX to proceed with the observation of these anomalies, defects, or deteriorations and if necessary provide a solution. The Buyer shall therefore refrain from intervening themselves or using a third party for this purpose. The Buyer must also take all measures to not aggravate the anomalies, defects, or deteriorations found, failure to comply with this condition excluding any liability action against NOVATEX.
Any return of Products cannot be made without NOVATEX's written consent. While awaiting possible consent, the Product in question must be held by the Buyer at NOVATEX's disposal on the Buyer's premises. Unless otherwise specified by NOVATEX and formalized through a prior written document drafted by NOVATEX, the return of the Product as defined above is linked to the fact that:
- the Products concerned by a return were supplied to the Buyer by NOVATEX and the Buyer can prove the origin of this purchase;
- the Buyer has the original packaging of the Products concerned by a return and is able to return said packaging to NOVATEX;
- The Buyer shall bear the costs and risks associated with returning said Products.
NOVATEX's acceptance of a returned Product that is damaged or has an anomaly or defect does not constitute recognition of NOVATEX's liability. Any Product returned without NOVATEX's agreement will be held at the Buyer's disposal and will not result in the issuance of a credit note. The costs and risks related to the return remain, unless otherwise agreed in writing by NOVATEX, at the Buyer's expense.
NOVATEX will refund or replace as soon as possible and at its expense the delivered Products whose lack of conformity has been duly noted, excluding any compensation or damages.
Payment - Price
The price of Products sold by NOVATEX is that in effect on the day NOVATEX accepts the order. Due to price variations affecting certain imported Products, NOVATEX reserves the right to re-invoice any variation to the Buyer, up to a maximum increase of 10% of the price of ordered Products, without the latter being able to claim cancellation of their order. If such variations remain above 10%, the Buyer will have the option to cancel their order within fifteen (15) calendar days after being informed of the price variation by NOVATEX by registered letter with acknowledgment of receipt. Beyond this period, the price variation linked to the continued execution of the order will be deemed accepted by the Buyer. Unless expressly agreed otherwise, payment for ordered Products is due within 60 days net after the invoice date, without discount. Invoices are payable in all circumstances at NOVATEX's headquarters or to the factoring company representing it.
Payments will be made by bank draft or any other payment method determined by NOVATEX, with the Buyer taking all necessary measures to ensure payment of Products is effective on the due date. The invoice is considered paid when the amount shown is definitively credited to NOVATEX's bank account. The aforementioned payment term cannot by express agreement between the parties be delayed under any pretext whatsoever. Claims made by the Buyer cannot in any case postpone the payment due date of the order to which they relate. Any payment made after the payment date shown on the invoice and that resulting from these GTC will give rise, without prior formal notice, to the payment of late payment penalties at the rate of 3% per year from the due date, as well as a fixed compensation for recovery costs of 40 euros per invoice paid late in accordance with Article L. 441-6 of the Commercial Code. If the recovery costs incurred are higher, additional compensation may be requested with supporting documents.
The aforementioned late payment interest does not preclude, after notification by NOVATEX of a formal notice remaining without effect for eight days, the principle of payment by the Buyer of compensation equal to 15% of the amount remaining unpaid at maturity. Furthermore, non-payment of a single invoice immediately makes the amount of other invoices due to NOVATEX fully payable by right, with all amounts being subject to the same provisions as defined above. Any deduction and/or compensation from the Buyer is expressly excluded, except with NOVATEX's prior and express agreement.
Furthermore, and without prejudice to the application of the penalties mentioned above, NOVATEX may suspend its obligations concerning the order affected by the delay as well as all ongoing orders until complete payment of the amounts due by the Buyer. The Buyer must reimburse all costs incurred by NOVATEX for the contentious recovery of amounts due.
NOVATEX reserves the right, at any time and without notice, to make any price changes to the Products offered in its catalogs.
However, the price cannot be modified under any circumstances after order confirmation by NOVATEX.
If one or more taxes or contributions were to be created or modified, whether increased or decreased, this change may be reflected in the selling price of the ordered Products.
Furthermore, and notwithstanding the above, in case of variation in the purchase currency exchange rates, USD/€, RMB/€, of plus or minus 2% in the same year, NOVATEX reserves the right to review its Product prices. NOVATEX will inform its customers one month before the effective date of this new pricing. In case of disagreement with its Buyers, NOVATEX reserves the right to terminate any framework contract or specific commercial agreement, without any penalties or compensation being claimed.
Force Majeure
The liability of NOVATEX, carriers and other independent service providers with whom NOVATEX cooperates cannot be enforced if the non-performance or delay in the performance of any of their obligations described in these GTC results from a force majeure event as defined in Article 1218 of the Civil Code.
NOVATEX therefore reserves the right to suspend or terminate all or part of a given sale, automatically, in case of force majeure events or fortuitous events, such as, but not limited to, strikes, bad weather, health confinements, epidemics, insufficient quantities of Products on the market likely to stop or reduce the sale of these same Products or any causes not directly and exclusively attributable to NOVATEX. NOVATEX will inform the Buyer accordingly as soon as possible. Ongoing orders will therefore be postponed if necessary 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 indeed declares to be perfectly informed of the Products' characteristics and acknowledges being able to advise their Buyers as a good professional.
Intellectual Property, Trademark, Designs and Models
Retention of Title Clause
NOVATEX retains ownership of Products delivered to the Buyer until complete and effective payment of the full price has been received. Products will be considered effectively paid when the total price, including tax, is definitively credited to NOVATEX's bank account.
Consequently, in the absence of payment at its due date for any Products whatsoever and ten days after sending a formal notice by registered letter, NOVATEX may proceed with the recovery of unpaid Products and, for this purpose, reserves the right to claim its Products wherever they may be, even in case of collective proceedings opened against the Buyer, even if its Products have been transferred to a third party in accordance with Articles L. 624-16 et seq. of the Commercial Code. In case of immediate resale of the Products by the Buyer, the latter commits to immediately pay the remaining balance due to NOVATEX or to take all necessary measures (which must be previously brought to NOVATEX's attention and expressly approved by it) required to protect NOVATEX's interests. The above provisions relating to retention of title do not prevent, from the delivery of the Products, the transfer to the Buyer of the custody and risks of loss or deterioration of said Products as well as the damages they may cause.
The Buyer must therefore take out insurance covering all risks likely to appear from the delivery of the Products, which they will justify at NOVATEX's first request by providing a copy of the insurance contract and proof of payment of the related premiums.
Personal Data Protection
Pursuant to law 78-17 of January 6, 1978, modified by law n°2018-493 of June 20, 2018, it is reminded that the personal data requested from Buyers is necessary both to guarantee their access to services and for the placement and processing of their orders. This data is communicated to NOVATEX to enable them to proceed with sales execution and order shipment. It cannot under any circumstances be used for other purposes.
NOVATEX commits to ensuring the security of personal data it keeps for the purposes of order processing and monitoring.
Regarding online orders, the processing of information communicated through the website complies with legal requirements for personal data protection, with the information system ensuring optimal protection of this data.
Buyers have, in accordance with national and European regulations in force, a permanent right of access, modification, rectification, opposition, portability and limitation of processing regarding information concerning them.
Acceptance
The Buyer acknowledges having received communication of these GTC in a clear and comprehensible manner prior to placing their order.