ARTICLE 1 - GENERAL PROVISIONS
All sales and/or services that NORMANDY COATING, a French “Société par actions simplifiée” (simplified joint stock company) with capital of 565 000 euros, recorded in the DIEPPE Trade register under number 441 986 726, whose registered office is located at 6 rue Verdier Monetti Z.A. Ernest Carnot - 76 880 ARQUES-LA-BATAILLE (hereinafter referred to as "NORMANDY COATING"), provides to its professional customers (hereinafter referred to as the "Customer(s)"), are subject to these general terms and conditions. They govern sales and services concluded with French and foreign customers. So-called export sales concern customers established outside the territory of mainland France and Corsica. Any order placed by the Customer with NORMANDY COATING implies his prior and unreserved acceptance of these terms and conditions. The Customer's general terms and conditions of purchase cannot therefore cancel all or part of these general terms and conditions which are sole valid and applicable in the relationship between the Customer and NORMANDY COATING unless otherwise expressly agreed between the parties. These general terms and conditions cancel and replace previously applicable terms and conditions. NORMANDY COATING reserves the right to adapt, modify or update its general terms and conditions at any time without prior notice. In all cases, the applicable general terms and conditions are those in force on the day of the order. The fact that one of the parties does not take advantage, at a given time, of any one of these terms and conditions cannot be interpreted as a waiver of the right to take advantage of it later. The cancellation of a clause of these terms and conditions will not affect the validity of the terms and conditions as a whole.
ARTICLE 2 - ORDERS
Orders are placed in writing. Unless otherwise agreed between the parties, NORMANDY COATING sends the Customer an acknowledgement of receipt of the order. This acknowledgement of receipt is not a confirmation of the order. It only confirms that NORMANDY COATING has received the Customer's request. The Customer's order will be taken into account after NORMANDY COATING has sent a written confirmation of the order and in any event when NORMANDY COATING begins executing. The order may also only be taken into account after an advance payment or part payment, notably in the case of an account being opening, or a dispute or deterioration in the customer’s financial situation. In any event, the Customer's order must comply with the minimum order or forecasted amounts possibly determined by NORMANDY COATING or agreed between the parties. After the order has been taken into account, no total or partial cancellation or quantitative or qualitative modification may be made without the written agreement of NORMANDY COATING. Such modifications could, in the event of express acceptance, lead to an adjustment in prices and execution time, plus compensation for any prejudice suffered by NORMANDY COATING. It is the Customer's responsibility to place orders and align delivery requests with his needs and reception possibilities. In any event, NORMANDY COATING retains the right to refuse, reduce or split any order that is abnormal in terms of quality or quantity, just as it reserves the right to refuse the order in the event that the Customer fails to fulfil any of its obligations, particularly in the event of unpaid invoices.
ARTICLE 3 - PRICES - PAYMENT TERMS - RETENTION OF TITLE CLAUSE
3.1 The prices charged are those indicated in the price list in force at the time of the order or, where applicable, the price agreed between NORMANDY COATING and the Customer based on this list and/or the Customer's request. In this case, they are established on the basis of the information provided by the Customer and relate to the products and/or services described in the order. Any request for changes in the products and/or services may thus be the subject of a modification of the agreed terms, and notably the financial terms. Unless otherwise stipulated, the prices are stated exclusive of tax, transport costs and any additional costs, the VAT applied is that in force at the time of invoicing. All other costs, duties and taxes that NORMANDY COATING may have to pay on behalf of the Customer will be re-invoiced to him. Unless otherwise stipulated, NORMANDY COATING reserves the right to modify its price list at any time. NORMANDY COATING will send the Customer the new rates at least one (1) month in advance, apart from in exceptional cases, such as a significant increase in the price of one or more raw materials, the cost of packaging or transport, or in the case of regulatory changes of any type whatsoever. Unless otherwise agreed, prices are in Euros and are ex works.
3.2 Unless an advance payment is requested before shipment or a part payment is made on order, invoices are payable thirty (30) days after invoice date by bank transfer. When an extension of payment is agreed, no discount is granted for early payment. Should an account be opened, a dispute arise, or the Customer’s financial situation deteriorate, NORMANDY COATING reserves the right, before executing any order, even partial, to request payment in advance and/or to require guarantees. The Customer expressly undertakes to inform NORMANDY COATING of any financial difficulty, in particular in the case of threatened or implemented enforcement measures.
3.3 In the case of non-payment of a due invoice, NORMANDY COATING will have the right to suspend or terminate, after prior notice, all orders in progress, without prejudice to any other course of action. In particular, NORMANDY COATING reserves the right to reconsider the special payment terms agreed with the Customer. Any payment default will lead to the immediate payability of any other amount due by the Customer to NORMANDY COATING, NORMANDY COATING reserving the right to request payment of all sums due for the order in question, as well as for all orders already executed or in progress. In the case of late payment, the Customer will be liable, as of right, for the payment of a penalty for late payment corresponding to three (3) times the legal interest rate as well as a fixed indemnity for collection costs of forty (40) euros without prejudice to the payment of all legal costs, and costs of all proceedings, actions or collection duly justified by NORMANDY COATING.
3.4 The Customer is reminded that he should not automatically invoice or deduct from the amount invoiced by NORMANDY COATING penalties of any type whatsoever (late delivery, non-compliance, etc.), when the debt is not certain, of a fixed amount and due, without NORMANDY COATING being able to verify the accuracy of the relevant complaint and without its agreement.
3.5 The transfer of ownership to the Customer of the sold products is subject to the effective payment of the full price in principal, interest and incidentals on the agreed date. In the event of non-compliance with the payment deadlines, NORMANDY COATING may demand, by registered letter with request for acknowledgement of receipt, the immediate return, the Customer bearing the costs, of the products delivered and not yet paid in full or, if the products have been sold on, the payment of the price of the products. The Customer undertakes to set apart and identify in its stocks the products of NORMANDY COATING sold under retention of title. It is recalled that the products are, until their full payment, under the custody of the Customer who must bear the risks and take all useful measures to ensure their good maintenance and storage until the transfer of property.
ARTICLE 4 - PERFORMANCE - TRANSPORT AND TRANSFER OF RISKS – RECEPTION
4.1 Estimated delivery time for products or the provision of services may be indicated. Unless otherwise stipulated, they run from the date of the order confirmation issued by NORMANDY COATING. These delivery times are indicated as accurately as possible but are determined notably according NORMANDY COATING’s supply and production possibilities and/or the use of possible service providers or subcontractors. In any event, they are only given for guidance, unless NORMANDY COATING makes an express written commitment to firm dates. Thus, any exceeding of the delivery time shall not give rise to damages nor any deduction or cancellation of orders in progress, except in the case of serious fault on the part of NORMANDY COATING. The Customer is reminded that it is his responsibility to place his orders and align his delivery requests with his needs and reception possibilities. Thus, if the shipment or delivery is postponed to comply with the Customer’s wishes, the latter will be invoiced for the additional costs generated by this delay (carrier waiting time, handling, storage, etc.), without prejudice to compensation for the prejudice suffered by NORMANDY COATING.
4.2 NORMANDY COATING undertakes to sell it products and provide its services in accordance with the laws and regulations in force in France. Taking into account the nature of the products, the sales and services of NORMANDY COATING are subject to the usual tolerances applicable, any differences not justifying, under any circumstances, a refusal of delivery or a price reduction. The Customer is informed and accepts that for large rolls, the quantities delivered may differ from the quantities ordered due to production uncertainties, in particular, possible losses during the fine turning of the machine, within the limit of a ten (10) % drop. In such a case, only the quantities supplied will be invoiced by NORMANDY COATING. In general, NORMANDY COATING undertakes to inform the Customer as soon as possible of any difficulty that may be encountered in performing the tasks entrusted to it. NORMANDY COATING reserves the right, as an independent company, to subcontract all or part of the Customer's order. NORMANDY COATING is authorised to place at disposal or deliver the products and/or provide its services fully or partially.
4.3 The delivery is carried out according to the Incoterm and special conditions agreed with the Customer. The products may be sold ex NORMANDY COATING's warehouse or carriage paid to the place indicated on the order form. The products travel at the risk of the party organizing the transport. Unless otherwise stipulated, any exceptional request from the Customer concerning the methods of transport and delivery (specific pallet, identification of the products, etc.) will be subject to additional invoicing according to the extra costs incurred by NORMANDY COATING.
4.4 The Customer is bound to take delivery of the products and services. He must therefore be present or represented at the place and on the day of reception. Reception of the products or services is taken by the Customer or his representative, under the Customer’s responsibility. In any event, the signature of any person present on the day of reception is deemed to bind the Customer who must make arrangements accordingly. Delivery is deemed to have taken place upon signing of the delivery note or any other equivalent document. The transfer of risks of the products to the Customer is at the aforesaid signing of the delivery note, in accordance with the agreed Incoterm. It is recalled that it is incumbent on the Customer or his representative, in the event of damage or any missing product(s), to make all necessary observations on the delivery document and to confirm these reservations by registered letter with request for acknowledgement of receipt to the carrier within twenty-four (24) hours of reception of the products, in accordance with the provisions of article L. 133-3 of the Commercial Code, without prejudice to the measures to be taken in respect to NORMANDY COATING in application of article 7.1 of this contract. In this respect, it is recalled that the words "subject to unpacking", or any other wording of this type that does not expressly mention the anomaly noted, cannot be interpreted as a handwritten reservation. If this clause is not respected, the delivery will be considered to comply with the order and no dispute concerning the compliance of the products or services will be accepted.
ARTICLE 5 - SPECIAL CONDITIONS
NORMANDY COATING may grant the Customer special conditions of sale or remunerate services rendered by the latter, provided that these special conditions and services are specified and defined in writing between the parties. It is recalled that no discount, rebate or remuneration for services by the Customer shall constitute a right acquired for the future despite previous agreements. Any price reductions granted by NORMANDY COATING are only applicable if the Customer is up to date with its obligations towards it and if there are no disputes between the parties.
ARTICLE 6 - OBLIGATIONS OF THE CUSTOMER
6.1 All commitments of NORMANDY COATING can only be respected through close collaboration with the Customer and on the basis of the information to be communicated to NORMANDY COATING by the latter. The Customer thus incurs an obligation to keep NORMANDY COATING informed and undertakes, in particular, to transmit to NORMANDY COATING, in addition to the information sheet concerning him, any document or useful information enabling it to fulfil its obligations. This information must be sufficiently explicit to allow NORMANDY COATING to draw up its offer and fulfil its obligations in accordance with the Customer’s needs. The Customer must also notify NORMANDY COATING of any changes in the information or documents transmitted in this respect. Finally, the Customer undertakes to make every effort to facilitate its availability to NORMANDY COATING, in order to allow the latter to fulfil its obligations in the best possible conditions. In the event that the provision of the services entrusted to NORMANDY COATING requires the supply of products and/or materials and/or services by the Customer or a third party expressly designated by the Customer, NORMANDY COATING will not assume any guarantee or liability for a failure in the provision of its services if the said failure is ascribable, even partially, to a delay or failure of the Customer, or the third party assigned by the Customer, in the supply of the agreed products and/or materials and/or services.
6.2 The Customer's choice of products or services is his responsibility alone. Consequently, it is up to the Customer to check that the products and/or services ordered are suitable for his circumstances and objectives, and/or the use he wishes to make of them. NORMANDY COATING undertakes not to interfere in the Customer's commercial choices and cannot guarantee the impact of its services on the Customer's turnover. The Customer undertakes to use the products as a careful professional in accordance with their intended purpose. He thus undertakes to use, store, conserve, maintain or resell the products or services in accordance with the regulations in force and/or any instructions from NORMANDY COATING and to fulfil all his legal obligations, NORMANDY COATING not being held, under any circumstances, liable for any defects resulting from abnormal or non-compliant conditions of use, storage, conservation, maintenance or resale after their reception. The Customer is in particular informed that NORMANDY COATING's products must be stored indoors, in temperatures ranging from 10 to 25°C, and kept packed away from humidity, dust and light (in particular UV rays).
6.3 If during the execution of the order, the Customer is asked by NORMANDY COATING for his agreement, he must make known his answer promptly, the execution period being suspended until this agreement is obtained. Should no prompt reply be received, NORMANDY COATING cannot be held responsible for exceeding the delivery time or for changes in the conditions of execution of the order.
6.4 NORMANDY COATING will not be held liable for errors ascribable to the Customer or originating in the information, documents or materials transmitted or provided by the Customer, nor for the harmful consequences of any decision taken by the Customer or by a third party designated by the latter, whether during the execution of the services or thereafter.
6.5 In the case of non-compliance with the Customer’s contractual obligations, NORMANDY COATING reserves the right to suspend the fulfilment of its obligations, after formal notice. In this event, late delivery or fulfilment of the obligations due to a failure by the Customer may not, by express agreement, give rise to compensation for the Customer.
ARTICLE 7 - GUARANTEES – LIABILITY
7.1 Without prejudice to the possible measures to be taken with regard to the carrier, complaints concerning possible defects or non-compliance of the products or services must be formulated according to the following conditions. Concerning visible defects or non-compliance of the products or services delivered with the ordered products or services: the complaints must be made to NORMANDY COATING within twenty-four (24) hours of reception by registered mail with request for acknowledgment of receipt. Concerning hidden defects: complaints must be made to NORMANDY COATING within twenty-four (24) hours of the discovery of the defect and, in all circumstances, within six (6) months of reception by registered mail with request for acknowledgement of receipt. The Customer is fully informed that the products sold by NORMANDY COATING have a limited life span and that NORMANDY COATING cannot, under any circumstances, guarantee their properties more than one year after their manufacture. In all cases, the Customer must transmit with his complaint, the proof of his order along with any proof of existence of alleged defects or non compliance (manufacturing number, photographs, samples, etc.). He must facilitate for NORMANDY COATING the possibility of observing these defects or nonconformities. No product may be returned without the prior, express agreement of NORMANDY COATING. When this has been agreed, the products are returned by the Customer, at his expense and risk, in strict compliance with the transport conditions requested by NORMANDY COATING. In the event of a proven defect due to a fault by NORMANDY COATING, the latter will repair, replace or refund in the form of a credit note, as it chooses, only the defective products or services, subject to the conditions defined in this article. Whatever the circumstances, NORMANDY COATING's liability in respect to the customer stemming from the non-compliance or hidden defect of the products or services shall not exceed the invoice price of the products or services concerned by the complaint. In the event of non-compliance with this clause, no complaint will be taken into account.
7.2 Any guarantee is excluded if the defect results from an intervention on the product by the Customer (for example in the case of cutting of the roll), normal wear and tear of the product, negligence or a lack of maintenance by the Customer; in the case of non-compliance by the Customer with any instructions given by NORMANDY COATING; in the case of non-compliance with the conditions of use, storage, conservation, maintenance or even resale, etc; in case of inappropriate use or application of the products not specified at the time of the order; in the case of modification of the application of the product or lack of information on this application made known to NORMANDY COATING before the order; or even if the defect results from a case of force majeure as defined below. The responsibility of NORMANDY COATING is also excluded in the case of inaptitude of the product or the service to meet the Customer’s specific needs not expressly accepted by NORMANDY COATING at the time of the order. .
7.3 When NORMANDY COATING's liability is incurred as a result of a proven fault by it, the compensation only applies to direct, personal and certain damage that the Customer has suffered, to the express exclusion of compensation for all indirect and immaterial damage and/or prejudice, such as financial prejudice, damage to image or production losses, etc. The amount of damages that NORMANDY COATING may be required to pay under the aforesaid conditions is limited to the price of the products or services in question.
7.4 One party shall not engage the liability of the other party and its/his obligations shall be suspended in the event of a case of force majeure. Force majeure is defined as any event that makes it either impossible or clearly more difficult to fulfil an obligation due to the unforeseeable, uncontrollable, external nature of this event, two of these three criteria being sufficient to characterize force majeure. Cases of force majeure are thus considered to be events such as wars, riots, fires, floods, viruses, epidemics, pandemics, an administrative decision to close all or part of NORMANDY COATING's warehouses and/or to limit its activity and/or that of its suppliers or subcontractors (in particular due to sanitary measures, lock-down, etc.), total or partial strikes, etc., total or partial transport strikes, paralysed road or other transport routes, disruption of energy supply, blockage of telecommunications and computer networks, change to regulations or modification of bilateral or multilateral agreements concluded between France and the country of the Customer's place of business (having impacts on customs or tax matters), delays or failure to perform of external service providers such as suppliers or subcontractors, etc., as well as any other event considered by law or established precedents to be a case of force majeure. In such a case, the party victim of the event undertakes to notify the other party as soon as possible and to make every effort to resume the fulfilment of its obligations. In any event, NORMANDY COATING must be duly paid for all deliveries and costs incurred in the context of the fulfilment of its obligations.
7.5 In order to cover their liabilities, the parties undertake to take out civil liability insurance and damage insurance for the performance of this contract and to provide the other party at any time with evidence of the existence of the insurance policy and the payment of the premiums. NORMANDY COATING declares that it complies with the provisions of laws and regulations concerning the repression of undeclared work contained notably in articles L. 8211-1 and following of the French Labour Code. In this respect, it undertakes to provide the Customer, on simple written request, with the documents listed in article D. 8222-5 of the French Labour Code.
ARTICLE 8 - COLLABORATION - INDEPENDENCE – NO HIRING-AWAY
8.1 The parties agree to cooperate closely to ensure the proper fulfilment of their obligations and the quality of the services. The parties undertake to always behave towards each other as loyal partners and in good faith, and notably to inform each other of any difficulties they may encounter in the performance of their obligations.
8.2 The parties will perform this contract in complete independence and will be personally responsible for all obligations and formalities resulting from their activity and, in particular, administrative, social and fiscal obligations and formalities. NORMANDY COATING's staff, responsible for providing the services, will remain under its hierarchical and technical responsibility.
ARTICLE 9 - INTELLECTUAL PROPERTY - CONFIDENTIALITY - PROTECTION OF PERSONAL DATA
9.1 Unless otherwise expressly agreed between the parties, services, studies, projects, models and documents of any kind produced, delivered or sent by NORMANDY COATING always remain its property. NORMANDY COATING retains the intellectual property of its creations (know-how, patentable and patented inventions, copyrights, trademarks, drawings and models, databases, etc.) which cannot be used, represented, communicated, adapted or translated without its prior written authorisation.
9.2 The parties mutually undertake to respect the strictest confidentiality and undertake not to communicate to third parties, except in the case of legal obligations, any information that they may come to their knowledge when fulfilling their obligations under the this contract. They undertake to ensure that this obligation is strictly respected by their staff and agents.
9.3 NORMANDY COATING is responsible for processing the Customer’s personal data that it collects and processes in the context of its commercial activities. NORMANDY COATING processes personal data to ensure the management of its contracts, issue invoices, keep accounting records, prevent unpaid invoices and possible disputes, and to create a customer file. The purpose of this processing is to meet the legal and contractual obligations of NORMANDY COATING, in its capacity as merchant. It also facilitates the pursuit of its legitimate interest by enabling it to easily contact the companies whose services it may request or with which it has commercial relations. Personal data is transmitted by NORMANDY COATING to the staff of its departments authorised to process it (for instance, those employed in its accounting and sales departments, etc.), as well any subcontractors who comply with the regulations on personal data, and to partners. NORMANDY COATING may also transmit personal data to private or public bodies, notably pursuant to a legal obligation. NORMANDY COATING keeps personal data in accordance with the principles of the regulations in force and the recommendations of the CNIL (French data protection body). In general, the Customer's personal data is kept for three (3) years from the last contact from the Customer. This data may also be archived for five (5) to ten (10) years pursuant to a legal obligation or in order to establish proof of a right or a contract. The individuals concerned have various rights with regard to the collection and processing of their personal data. They may request access, rectification or deletion of their data. Where appropriate, they may also object to or request the restriction of the processing of such data, and they also have the right to the portability of their data. Any individual can define directives concerning the fate of their data after their death, and register them with trusted third parties certified by the CNIL. These rights can be exercised directly at the following address NORMANDY COATING, 6 rue Verdier Monetti, Z.A. Ernest Carnot - 76 550 ARQUES LA BATAILLE - firstname.lastname@example.org.
ARTICLE 10 - APPLICABLE LAW - COMPETENT JURISDICTION
The parties agree that these conditions and their consequences are subject to French law. The language of these terms and conditions, and the relations between the parties is French. In the case of export sales, the parties agree to exclude the application of the Vienna Convention. The version of these general terms and conditions drawn up in French shall take precedence over any translation that may be made. The version of these general terms and conditions drawn up in French shall take precedence over any translation that may be made. The parties shall endeavour to resolve amicably any disputes that may arise between them of any nature relating to the validity, interpretation, execution or termination of the order or their relations. If no agreement is reached, the Commercial Court of DIEPPE (FRANCE - 76) will alone have jurisdiction. This jurisdiction shall apply even in the case of summary proceedings, additional request or more than one defendant, and whatever the method or terms of payment.