Article 1 – OBJECT
1.1. The General conditions of Sale (hereafter” Terms to determine the conditions of the sale to professionals (hereinafter ” Customer ) products distributed by SAS NEWMAT, a company registered with the RCS of Lille Métropole under no. 339 704 595 and located 130/140 Rue René Cauche in NOYELLES-LES-SECLIN (59139), FRANCE, below ” NEWMAT ».
1.2. NEWMAT specializes in the manufacture and distribution of stretch ceilings, and accessories and supplies attached to them.
1.3. Any order is valid for express acceptance of these Terms. The parties agree that in the event that a contradiction arises between various stipulations, even outside the present, including terms of purchase, these Terms will prevail in any event.
1.4. In accordance with current regulations, NEWMAT reserves the right to deviate from certain clauses of these terms and conditions of sale, depending on negotiations with the Customer, by establishing specific terms of sale.
Article 2 – PRODUCTS
2.1. NEWMAT provides the Customer with the characteristics of all products offered for sale.
2.2. However, in order to satisfy the quality, availability of the products as well as the normative provisions, NEWMAT reserves the possibility to modify at any time, even after the order, certain characteristics of the products, without however, the specifications of essential features may be affected.
Article 3 – ORDER
3.1. By order, you must understand any order on the products on the quote, and accepted by NEWMAT.
3.2. The order can be made by any written means, but by no means by oral, especially by telephone. In particular, any plan sent by the Customer without expressly mentioning a quote request will be considered a firm and irrevocable order.
3.3. Any changes requested by the Client can only be taken into account, within the limits of NEWMAT possibilities and at its sole discretion, if they are notified in writing. In such a case, NEWMAT will be untied from the agreed deadlines for its execution and delivery.
3.4. NEWMAT reserves the right not to honor an order for technical reasons. In this case, the refusal will be notified by email within 24 working hours as soon as the accepted quote or the plan sent by the Customer is received.
3.5. In the event of a total or partial cancellation of the order by the Customer after its acceptance by NEWMAT, for any reason other than the “force majeure” covered by Article 10, any down payment made to the order will be acquired by NEWMAT and will not be able to result in any refund.
Article 4 – THE DELIVERY
4.1. The products travel at the customer’s expense and risk.
4.2. The risk of loss and deterioration will be transferred to the Customer as soon as the products ordered are delivered.
4.3. The Customer is therefore obliged to insure, at his own expense, the products ordered, for the benefit of NEWMAT, by ad hoc insurance, until the complete transfer of ownership and to justify them to the latter on delivery. Otherwise, NEWMAT would be entitled to delay delivery until this proof is presented.
4.4. It is agreed that the incoterm “EXW loaded” is applied to any foreign customer, even in case NEWMAT supports transport.
4.5. The delivery time specified on the purchase order, quote or any other document is indicated as an indication, as NEWMAT cannot replace the obligations and constraints of suppliers and/or the carrier.
4.6. The Customer acknowledges that it is up to the carrier to make the delivery, as NEWMAT is deemed to have fulfilled its obligation to issue once the goods sold have been handed over to the carrier who accepted them wholeheartedly.
4.7. The Customer therefore has no recourse as a guarantee against the charger in the event of a failure to deliver the goods transported.
Article 5 – RATES AND PAYMENT CONDITIONS
5.1. Parties expressly agree that the order will be billed to the Customer under the terms of the order or in the tariff that was granted by NEWMAT during the last identical or similar order.
5.2. The payment of a deposit on the purchase order or due according to the usual conditions of placing the order is prior to the start of the production.
5.3. The payment due date is determined on the invoice given to the Customer. Any duties, fees and taxes to which the execution of these may give rise will be the exclusive responsibility of the Client.
5.4. The drafts sent for acceptance must be returned to NEWMAT accepted under the eight of their shipments.
5.5. NEWMAT prices are net and Excluding Tax, factory start and packaging extra. They do not include transportation, any customs fees or insurance that remains the responsibility of the Customer.
5.6. In accordance with Article L.441-6 of the French Trade Code, in the event of a delay in payment in relation to the expected payment date on the invoice, a penalty will be applied based on the interest rate applied by the European Central Bank to its the most recent refinancing operation plus 10 percentage points.
5.7. For any late payment, the Customer will be without prior warning or summons to apply a statutory lump sum payment for collection costs of 40 euros (Article D.441-5 of the French Code of Commerce).
This amount will be conventionally increased, for expenses incurred, by 10 of the tax-free amount of the unpaid.
5.8. Late penalties are payable without a recall.
5.9. In the event of an early settlement, no discounts will be made.
5.10. A change in the tariff justified by the appearance of technical conditions not detailed by the Customer on the day of the order, will be the subject of a notification by any means addressed to the Customer.
Article 6 – PAYMENT GUARANTEES
6.1. For the acceptance of any order, NEWMAT takes into account the sufficient financial guarantees of the Customer who undertakes to settle the sums due at maturity.
6.2. If NEWMAT has serious or specific reasons to fear payment difficulties on the part of the customer on or after the order date, or if the Customer no longer has the same payment guarantees as on the date of acceptance of the order, NEWMAT reserves the right to subordinate the acceptance of the order or the continuation of its execution to the payment of cash or the provision by the Customer of additional guarantees for the benefit of NEWMAT.
6.3. If the cash payment is refused without sufficient guarantees being offered by the Customer, NEWMAT may refuse to honor the order placed and deliver the affected products, without the Customer being able to claim any compensation.
Article 7 – PRODUCT WARRANTY
7.1. On the day of delivery, the customer must verify the product’s compliance with the order, in particular the verification of quality and quantities delivered.
7.2. The delivery of the goods is materialized by the signing of the delivery voucher by the customer.
7.3. It is up to the Client to provide any evidence to establish the reality of any apparent defect or potential non-compliance. NEWMAT reserves the right to make any findings or on-site audits.
7.4. In the absence of specific and reasoned reservations about the condition of the goods, notified on the carrier’s delivery order on the day of delivery or the last day of delivery in case of broken delivery, and confirmed to the carrier by recommended letter with Requesting notice of receipt within three (3) days, the Customer will be unable to further excise the non-compliance of the products with respect to the order or any apparent defect.
7.5. In the event of non-compliance with the goods, the Customer will have to notify and justify within 48 hours by recommended letter with a request for notice of receipt to NEWMAT any remark or observation justifying a possible return of the goods.
7.6. In the event of the return of the goods not attributable to NEWMAT, the Customer will be charged a supplementary management and logistics package.
7.7. The products are guaranteed in accordance with articles 1641 and following of the French civil code.
7.8. Products are guaranteed for one (1) year from the date of delivery, subject to compliance with the conditions covered by Articles 7.11 and 7.12.
Specifically, the holding of the welds of the stretched ceilings is guaranteed for a period of ten (10) years from the receipt of the product by the Customer.
7.9. The warranty may be activated for any replacement of products found to be defective under the conditions in which they were sold, excluding any compensation for ancillary costs or any repair of direct or indirect damage.
7.10. This guarantee is limited to the replacement or refund of products that are not compliant or affected by a defect.
7.11. Replacing defective products will not extend the duration of the Section 7.8 warranty.
7.12. Samples are delivered as an indication without guaranteeing the absolute identity of the supplies. The dimensions, colors and translucency of the products benefit from the tolerances of use.
7.13. The materials must be used in accordance with NEWMAT instructions and the installation must be carried out according to the rules of the art. Otherwise, NEWMAT disclaims any responsibility for the quality and performance of the products sold.
7.14. The customer is informed that the products must be stored in optimal atmospheric and humidity conditions. In particular, storage must be carried out under temperature conditions of around 20 degrees Celsius. In any case, storage should not exceed six (6) weeks.
For some products, such as lacquers, the time between reception and installation should be as short as possible.
Article 8 – PROPERTY RESERVE
8.1. The transfer of ownership of our products is suspended until the settlement of the entire agreed price, principal and accessories, plus any fees and penalties, even in the case of payment deadlines. Any clause to the contrary is deemed unwritten.
8.2. NEWMAT will be able to assert its right under this property reserve clause for one of its claims on all of its products in the Client’s possession. NEWMAT will be able to take them back and claim them in compensation for any unpaid invoices, without prejudice to the resolution of the current sales and the annihilation of the guarantees provided in Article 7.
ARTICLE 9 – RESOLUTION
9.1. Apart from the article 10 cases, and in the event of non-payment or partial payment of a single deadline, NEWMAT reserves the possibility of declaring the contract resolved to the harms and grievances of the Client, after sending a notice remained unsuccessful fifteen ( 15) days after its first presentation to the Client. This power can be exercised without prejudice to any claim for damages. In the latter case, NEWMAT may, as a matter of law, withhold any down payment made in compensation for the harm caused.
9.2. This resolution will be worth ordering the return of the delivered goods.
Article 10 – FORCE MAJEURE AND INCIDENTAL CASE
10.1. It is understood by force majeure or fortuitous cases all cases, including total or partial strikes, disruptions of means of transport, lockout situations, unrest, riots, machine break, epidemic, fires, floods, disaster due to the fission of the atom and, as a general rule, and for all cases recognized by the jurisprudence emanating from the French Court of Cassation.
10.2. The Customer, after the signing of the purchase order or the acceptance of a quote, will not be able to cancel the order, except in the event of force majeure duly notified to NEWMAT within 48 hours of the occurrence of the event.
10.3. UNDER the same conditions, NEWMAT may immediately suspend delivery or cancel the order.
In the event of a suspension of delivery, NEWMAT will notify the Customer of the suspension period.
The Customer will have three (3) business days from receipt of the notification to cancel his order. Failing that, the new deadline will be considered accepted.
10.4. Similarly, in the event of a takeover of NEWMAT within the meaning of Article L.233-3 of the French Code of Commerce, NEWMAT reserves the right to notify the Customer of the cancellation without penalty of the order in the same forms as those covered by Article 9.
Article 11 – PERSONAL DATA
11.1. The Customer must provide various information and full identification details (name, address, phone number, email, etc.) at the time of his order, which he guarantees at all times accuracy, sincerity and reliability, and is committed to immediately inform the Provider of any changes to his situation: change of email or physical address, telephone number or reference interlocutor.
11.2. The Provider informs the Client that the collection of data carried out at the time of signing the quote is solely the purpose of achieving the object covered by Article 1.
11.3. Acceptance of the quote or placing the order is appropriate for consent to the management of the data, and, if necessary, to its disclosure to any potential supplier or subcontractor.
11.4. The collected data is kept for a period of twelve (12) years from the date of last order.
11.5. In any event, the Client may request the disclosure of the collected personal data processed, make a request for modification or correction, a request to limit the processing, or a request for removal, excluding a legal or contractual period of preservation, notably related to the guarantee period or prescription period guarantee, by making an explicit request via the email address firstname.lastname@example.org.
The Customer will also have the opportunity to make any claim to the supervisory authority, within the meaning of the EU Regulation 2016/679 of 27 April 2016.
Article 12 – DISPUTES SETTLEMENT
12.1. In the event of disagreement over the performance of the contract, the Parties will come together to reach an amicable agreement. If an expert is appointed or selected to resolve a dispute, the expert fees will be borne by the party designated as responsible.
12.2. In the absence of an amicable agreement, any dispute concerning the execution of these Conditions will be brought before the Commercial Court of Lille Métropole, which will rule in accordance with French law, notwithstanding an appeal as a guarantee, conservatory procedure or referral, or any objection to injunction to pay.