MATISEC’S GENERAL TERMS AND CONDITIONS OF SALE
ACCEPTANCE - OPPOSABILITY - FORMATION OF THE CONTRACT
General terms and conditions of sale define the conditions under which the MATISEC company, SAS with a capital of €1,052,025 and headquarters located at 36 montée de la Ladrière 38080 Saint-Alban de Roche, France - RCS Vienne n° 788 377 810 (hereafter called “the Company”) sells its products to any customer (hereafter called “the Customer”).
These general terms and conditions of sale apply ipso jure to any company sale to any customer who acknowledges and accepts the terms and conditions, and thus waives the benefit of any conflicting document, in particular the customer’s own general terms and conditions of purchase.
Unless otherwise agreed between the Company and the Customer, no other document shall create obligations between the parties or waive these general terms and conditions. All products delivered to the Customer must first be ordered by the Customer, either with a purchase order or a duly accepted quotation. Quotations are valid for 30 days from the date issued. The contract (hereafter “the Contract”) is formed by the issuing of an acknowledgement of receipt by the Company or, in the case of a quotation, by the quotation issued by the Company and duly signed by the Customer. Once the contract has been formed, no cancellation or amendment shall be accepted, and the price is due.
The Customer acknowledges that the Company may make reasonable changes to these general terms and conditions at a later date, and that their relationship will always be governed by the most recent conditions applicable on the date of the order.
The General Terms and Conditions of Sale can be viewed on the website at any time.
PLACING AN ORDER
To place an order, the Customer must have a customer account with the Company. Customers who do not have an account with the Company may ask to open one. Requests to open an account are processed within 48 hours of the time all the required information is provided (working days only).
Once the request to open an account has been validated, the account is created and the Customer may place an order according to the applicable process. Only final confirmation of the order legally binds the Company with regard to the Customer.
The Customer is responsible for providing all the information requested to fill the order. The Company assumes no liability if information provided by the Customer is found to be false or incomplete.
Products and services are offered within the limits of stocks available and the Company’s capacity to provide such products and services. If stocks are not available, the Company agrees to inform the Customer by any preferred means. The Customer’s order may in this case be cancelled without compensation.
Billing is based on Company’s tariffs applicable on the date of the order, after deduction of any applicable discounts or rebates. Unless agreed otherwise, our prices are quoted in euros, before VAT and Ex Works (Incoterms CCI 2010) on Company premises. Shipping costs will be invoiced separately.
SHIPMENT AND DELIVERY TIMES
Products are shipped EXW, so they are transported at the Customer’s own risk, no matter what type of shipment is chosen.
The estimated delivery times provided are approximate and in no way guaranteed. Some customers require that an appointment be made to deliver merchandise: estimated delivery times do not take this into account. Thus no penalties shall apply nor any compensation be awarded in the case of a late delivery. A late delivery is not considered a valid reason for cancelling an order.
If the Customer refuses to receive or pick up merchandise it has ordered, the Company shall notify the Customer of the situation by registered letter with return receipt. If the Customer does not respond to this letter within eight days, the Company shall have the right to do as it sees fit with the merchandise. Further, the Company shall retain the deposit as compensation, unless the merchandise was specially ordered for the Customer, in which case the Customer shall remain responsible for the total amount of the sales price and related expenses, without prejudice to any compensation and interest that the Company may in any case claim from the Customer.
The Company shall not be responsible for any incidents that occur during transport. Thus, if the Company handles transport of the merchandise to the site indicated in the Contract, it does so only as the Customer’s proxy. Consequently, all delivery expenses are re-billed to the Customer.
The Customer agrees to inspect delivered products when they are unloaded. If any defects or alterations are noted, they shall be indicated in detail on the delivery sheet, in the presence of the driver. The Customer shall also confirm these remarks to the transporter by registered letter with return receipt, within 48 hours of delivery. After such time, no claims shall be accepted, and the Customer expressly agrees not to take any action against the Company on this basis.
In signing the delivery slip, the Customer expressly gives up the right to make any subsequent claims regarding the products.
Without prejudice to the legal provisions of article 1641 of the French Civil Code, the warranty covers any manufacturing defect duly noted by our technical department, or any materials defect that makes products unusable, for a period of 12 months from the delivery date for products manufactured by the company, or for the period set by the builder or manufacturer for other products. It is limited to the simple replacement of defective parts, exclusive of labor and transport costs, and grants no rights to compensation or damages. Replacement of products or defective parts shall not lengthen the warranty period.
The warranty does not cover products that have been poorly used, not properly maintained, or transformed in any way. Nor does it cover products that are the object of any other exclusion listed in the conditions of guarantee.
Repairs, modifications and regulatory controls must be carried out by personnel who have been trained and certified to do so by our training department.
No express or implied extension of guarantee is granted to the Customer, who is thus alone responsible for the reimbursement or replacement of any parts that may be required as the result of the legal guarantee of conformity for which he may be responsible with regard to his own customers.
The Customer shall not in any case hold the Company responsible for any indirect damage, in particular loss of business, customers, sales or damage to the brand image. UNDER NO CIRCUMSTANCES, APART FROM WILLFUL MISCONDUCT, SHALL THE COMPANY’S LIABILITY EXCEED THE AMOUNT PAID BY THE CUSTOMER IN FULFILLMENT OF HIS OBLIGATIONS.
A liability action can always be barred by back fitting or replacing a defective or substandard product
Making a request to return products.
Unless the Company has made an error, products that have been ordered and delivered may not be returned without prior written agreement from the Company. We recommend over-packaging the product. The product shall be returned at the Customer’s expense, unless and until it is received in our warehouse, inspected, and declared undamaged and in its original packaging. The price of the product returned will be reduced by 25% to cover processing and restocking costs.
INVOICING - PAYMENT
The Customer may use the following payment methods:
- Payment by due date according to specific sales conditions
- Payment according to conditions defined when the account is opened, not more than sixty (60) days from the invoice date, by bank transfer.
Minimum invoice: any order for an amount of less than €100 before VAT will be billed a flat fee of €100 before VAT.
Invoices should be paid to our headquarters or our factoring company according to the specific conditions agreed between the customer and our company.
No matter what the means of payment or address of delivery, no discount will be given for advance payment. Payment instruments must be accepted and returned within forty-eight hours.
In the case of a payment delay not justified by the existence of a dispute concerning the contract or order, the only applicable interest rate shall be equal to three (3) times the legal interest rate. In addition to late payment penalties, a flat-rate fee of forty (40) euros for recovery fees has been due ipso juro since January 1, 2013. The amount of this compensation may be increased if the recovery fees incurred are greater than the amount of the flat-rate fee.
Disputes: court costs shall be borne by the debtor. Late payment of a single invoice shall give us the right to demand, after simple formal notice, immediate payment of any subsequent invoices that may be due, including those with future due dates.
The payment date will be considered past:
If the accepted instrument is not returned before the due date, if payment by this means was agreed.
In the case of staggered payments, if one or more payments are not made until after the normal due date(s).
TITLE OF GOODS
It is expressly agreed that the Company shall retain the title of products sold until the price of such products has been paid in full, including all related costs and expenses, and even if a payment extension has been granted, in accordance with law 80.335 of 12 May 1980.
If the product is resold, the Customer agrees to immediately pay the portion of the price remaining due. The Customer agrees not to pledge or offer as collateral products for which he has not paid the price in full. In the case of successive orders or partial payment, the products presumed to be un-paid shall be those in the Customer’s inventories.
The Company shall not be held responsible for any non-fulfillment of a contract clause if the non-fulfillment is the direct or indirect result of a case of force majeure such as: the advent of any natural catastrophe, fire, strikes at the Company or its service providers or suppliers, imperative injunction from government authorities (ban on imports, ban on exports, etc.), break in supply, etc.
The advent of a case of force majeure shall result in immediate suspension of Contract execution. If the case of force majeure continues for a period of more than sixty (60) days, the Contract shall be terminated at the initiative of the party that is the first to take action.
Technical documents transmitted to the Customer are protected by intellectual property rights on which the Customer agrees not to infringe.
The documents, drawings, photos and illustrations included in technical documents are not contractual. Brands indicated are the properties of their respective owners, and are used only to identify products. The Company reserves the right to modify the exterior appearance of its products at any time, depending on the availability of supplies.
The fact that the Company, at a given moment, does not avail itself of one or more dispositions of these general terms and conditions may not in any way be interpreted as renouncing the right to avail itself of the disposition at a later time, particularly with regard to claiming a late payment.
In case of dispute, the parties agree to consider faxes and e-mails as original documents and acceptable evidence, and not to contest this type of proof, except with regard to its authenticity.
ATTRIBUTION OF JURISDICTION
IN CASE OF CONTEST, ANY DISPUTE RELATED TO ANY OPERATION TARGETED BY THESE GENERAL TERMS AND CONDITIONS SHALL BE SUBMITTED TO THE TRIBUNAUX DE VIENNE (ISERE, FRANCE) WHICH SHALL BE THE ONLY COMPETENT COURT, even in the case of summary judgments, incidental claims, warranty claims or multiple defendants.
All clauses in these general terms and conditions, as well as all operations of which they are the object, are governed by French law.