ARTICLE 1 – SCOPE OF APPLICATION
In accordance with Article L 441-6 of the French Commercial Code, these general terms and conditions of sale constitute the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which Nehia (“The Supplier”) supplies professional buyers (“The Buyers or the Buyer”) who request it, by direct contact or via a paper medium, with various products, notably (particularly in the areas of personal protective equipment) in the fields of personal protective equipment, sanding, preparation, protection, surface preparation maintenance, masking and adhesives, paints and aerosols, measuring equipment, pneumatics and electrostatics, batteries and accumulators, and hardware in general.
They apply without restriction or reservation to all sales made by the Supplier to Buyers in the same category, whatever the clauses that may appear in the Buyer’s documents, and in particular its general terms and conditions of purchase.
In accordance with current regulations, these General Terms and Conditions of Sale are systematically
communicated to any Buyer who requests them, to enable him to place an order with the Supplier.
They are also communicated to any distributor (excluding wholesalers) prior to the conclusion of a
single agreement as referred to in article L 441-7 of the French Commercial Code, within the legal
deadlines.
Any order for Products implies, on the part of the Buyer, the acceptance of these General Conditions
of Sale.
The information contained in the Supplier’s catalogs, prospectuses and price lists is given for
information only and may be revised at any time. The Supplier has the right to make any changes it
deems necessary.
The present General Terms and Conditions of Sale are communicated without delay to any Buyer who
requests them.
In accordance with current regulations, the Supplier reserves the right to derogate from certain clauses
of these General Terms and Conditions of Sale, depending on the negotiations conducted with the
Buyer, by drawing up Special Terms and Conditions of Sale.
ARTICLE 2 – ORDERS – PRICES
2.1 – Placing an order
Sales are only completed after express and written acceptance of the Buyer’s order, by the Supplier, who will ensure in particular, the availability of the requested products, as evidenced by the Supplier’s signature on the order form or the dispatch to the Buyer of an order confirmation.
Orders must be confirmed in writing, by means of an order form duly signed by the Buyer.
Products are supplied at the prices mentioned in the attached price list, and, where applicable, in the commercial proposal sent to the customer. These prices are firm and cannot be revised during their period of validity.
2.2 – Order changes
Any modifications requested by the Buyer will only be taken into account, within the limits of the Supplier’s possibilities and at its sole discretion, if they are notified in writing at least ten (10) days before the date scheduled for delivery of the Products ordered, after signature by the Buyer of a specific purchase order and possible price adjustment.
2.3 – Order cancellation
In the event of cancellation of the order by the customer after its acceptance by NEHIA, for any reason other than force majeure, the deposit paid at the time of order, as defined in article 5 “Deliveries” of these general conditions of sale, will be automatically acquired by NEHIA and may not give rise to any reimbursement.
2.4 – Price List
Products are supplied at the Supplier’s prices in force on the day the order is placed, and, where applicable, in the specific commercial proposal sent to the Buyer. These prices are firm and not subject to revision during their period of validity, as indicated by the Supplier.
Prices are net and exclusive of Vat, shipping and packaging in addition. They do not include transport, customs duties, insurance or installation, all of which are the responsibility of the customer and are also invoiced by Nehia.
Special pricing conditions may be applied according to the specific requirements of the Buyer, notably concerning delivery terms and deadlines, or payment terms and conditions. In such cases, the Supplier will send to the Buyer a special commercial offer.
ARTICLE 3 – TERMS OF PAYMENT
3.1 – Down Payment
The Supplier reserves the right to request a deposit corresponding to thirty (30%) percent of the total purchase price of the aforementioned Products, said deposit being required when placing the order.
The balance of the price is payable in cash, on the day of delivery, under the conditions defined in the article “Deliveries” below.
The Supplier shall not be obliged to deliver the Products ordered by the Buyer if the latter does not pay the price to the Supplier in accordance with the terms and conditions indicated above.
3.2 – Authorized payment methods
The following payment methods can be used:
- credit cards: Visa, MasterCard, American Express, other credit cards
- by cheque,
- by cash,
- by bank transfer to the Supplier’s bank account, which will be sent to the Buyer on request.
If payment is made by cheque, it must be issued by a bank domiciled in metropolitan France or Monaco.
The cheque will be cashed immediately.
Payments made by the Buyer will not be considered final until the Supplier has actually collected the sums due.
3.2.1 Forward payment
After deduction of the aforementioned deposit, the balance of the price shall be paid in full and in a single payment, within thirty (30) days from the date of delivery, as defined in article 5 “Deliveries” below, and agreed between the customer and Nehia during commercial negotiations. This deadline will be mentioned on the invoice sent to the customer.
3.3 – Late payment
In the event of late payment and payment of sums due by the Buyer beyond the deadline set out above, and after the payment date appearing on the invoice sent to the Buyer, late payment penalties calculated at the rate applied by the European Central Bank to its most recent financing operation, increased by ten percentage points but not less than 3 times the legal interest rate of the amount including tax of the price appearing on the said invoice, will be automatically and by right acquired by the Supplier, without any formality or prior formal notice.
In the event of non-compliance with the above terms of payment, the Supplier reserves the right to suspend or cancel the delivery of orders in progress on the part of the Buyer, to suspend the performance of its obligations, and to reduce or cancel any discounts granted to the Buyer.
Except with express, prior written agreement of the Supplier, and on condition that the reciprocal receivables and debts are certain, liquid and due, no compensation may be validly effected between any penalties for late delivery or non-conformity of products ordered by the Buyer, on the one hand, and the sums owed by the latter to the Supplier for the purchase of said products, on the other.
Lastly, a flat-rate indemnity for collection costs of 40 euros will be payable by the Buyer, ipso jure and without prior notice, in the event of late payment. The Supplier reserves the right to ask the Buyer for additional compensation if the collection costs actually incurred exceed this amount, on presentation of supporting documents.
3.4 – Retention of title clause
The Supplier reserves, until full payment of the price by the Buyer, a right of ownership on the products sold, allowing it to repossess said products. Any down payment made by the Buyer shall remain the property of the Supplier as a lump-sum compensation, without prejudice to any other action that the Supplier may be entitled to take against the Buyer as a result.
On the other hand, the risk of loss and deterioration shall be transferred to the Buyer upon delivery of the products ordered.
The Buyer therefore undertakes, at its own expense, to insure the products ordered, in favor of the Supplier, by an ad hoc insurance policy, until full transfer of ownership, and to provide proof thereof to the Supplier at the time of delivery. Failing this, the Supplier shall be entitled to delay delivery until such proof has been provided.
3.5 – No discount
No discount will be granted by the Supplier for payment before the date appearing on the invoice within a period shorter than that stated in these General Terms and Conditions of Sale.
ARTICLE 4 – DISCOUNTS AND REBATES
The Buyer may benefit from discounts and rebates appearing in the Supplier’s price lists, depending on the quantities purchased or delivered by the Supplier at a single time and place, or on the regularity of its orders.
ARTICLE 5 – DELIVERIES
5.1 – Delivery Time
Products purchased by the Buyer will be delivered within a maximum period of thirty (30) days from receipt by the Supplier of the corresponding purchase order, duly signed and accompanied by the amount of the deposit due on that date, as well as, where applicable, the computer files containing the customer’s visuals.
In addition to the above-mentioned lead time, the Supplier’s lead time for supplies from its own suppliers will be added, and will be communicated to the Buyer when the order is confirmed.
5.2 – Late delivery
This period does not constitute a strict deadline, and the Supplier may not be held liable to the Bueyr in the event of a delay in delivery not exceeding thirty (30) days.
In the event of a delay exceeding thirty (30) days, the Buyer may request the cancellation of the sale. Any advance payments already made will then be returned by the Supplier.
The Supplier may not be held liable in the event of delay or suspension of delivery attributable to the Buyer or in the event of force majeure.
5.3 – Place of delivery – Packaging or transport conditions
Delivery will be effected by delivery to the Supplier’s premises, to a shipper or carrier, with the Products travelling at the Buyer’s risk.
Delivery and handover of the Products may take place at any other location designated by the Buyer, subject to five (5) days’ notice and within fifteen (15) days, at the Buyer’s exclusive expense.
Likewise, in the event of special requests by the Buyer concerning the packaging or transport conditions of the products ordered, duly accepted in writing by the Supplier, the related costs will be subject to specific additional invoicing.
5.4 – Checks by the Buyer
The Buyer is obliged to check the apparent condition of the Products at the time of delivery. In the absence of reservations expressly made by the Buyer at the time of delivery, the Products delivered by the Supplier shall be deemed to conform in quantity and quality to the order.
The Buyer shall have a period of forty-eight (48) hours from the date of delivery and receipt of the Products ordered to express such reservations in writing to the Supplier.
No claim will be accepted if the Buyer fails to comply with these formalities.
The Supplier will replace, as soon as possible and at its own expense, any delivered Products whose lack of conformity has been duly proven by the Buyer.
ARTICLE 6 – TRANSFER OF OWNERSHIP – TRANSFER OF RISK
6.1 – Transfer of ownership
The transfer of ownership of the Products to the Buyer will only take place once the price has been paid in full by the Buyer, regardless of the delivery date of the Products.
6.2 – Transfer of risk
The transfer to the Buyer of the risks of loss and deterioration of the products will take place upon delivery and receipt of said products, independently of the transfer of ownership, regardless of the date of the order and payment thereof.
The Buyer acknowledges that it is the carrier’s responsibility to make the delivery, the Supplier being deemed to have fulfilled its delivery obligation as soon as it has handed over the ordered products to the carrier, who has accepted them without reservation. The Buyer therefore has no recourse against the Supplier in the event of non-delivery of the Products ordered or of damage occurring during transport or unloading.
ARTICLE 7 – SUPPLIERS’S LIABILITY – WARRANTY
The products delivered by the Supplier are covered by a contractual warranty a duration of three (3)
months to count from the date of delivery, covering the non-conformity of products with the order and
any hidden defect resulting from a material, design or manufacturing defect affecting the products
delivered and making them improper to use.
The warranty forms an inseparable whole with the Product sold by the Supplier. The Product may not
be sold or resold altered, transformed or modified.
This warranty is limited to the replacement or reimbursement of non-conforming or defective products.
Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Buyer, as well as in the event of normal wear and tear of the Product or force majeure.
In order to assert its rights, the Buyer must, under penalty of forfeiture of any action relating thereto, inform the Supplier, in writing, of the existence of the defects within a maximum period of forty-eight (48) hours from their discovery.
The Supplier will replace or repair Products or parts under warranty found to be defective. This warranty also covers labor costs.
The replacement of defective Products or parts will not extend the duration of the warranty set out above.
Finally, the warranty does not apply if the Products have been subjected to abnormal use, or have been used in conditions other than those for which they were manufactured, in particular in the event of failure to comply with the conditions prescribed in the instructions for use.
Nor does it apply in the event of deterioration or accident resulting from impact, dropping, negligence, lack of supervision or maintenance, or in the event of transformation of the Product.
ARTICLE 8 – INTELLECTUAL PROPERTY
The Supplier retains all industrial and intellectual property rights relating to the Products, photos and technical documentation, which may not be communicated or executed without its written authorization.
ARTICLE 9 – REVISION
The present General Terms and Conditions of Sale expressly exclude the legal regime of unforeseeability provided for in article 1195 of the French Civil Code for all transactions involving the sale of Products by the Supplier to the Buyer. The Supplier and the Buyer hereby waive their right to invoke the provisions of Article 1195 of the French Civil Code and the unforeseeable circumstances provided for therein, and undertake to assume their obligations even if the contractual balance is upset by circumstances which were unforeseeable when the sale was concluded, even if their performance proves excessively onerous, and to bear all the economic and financial consequences thereof.
ARTICLE 10 – FORCED PERFORMANCE IN KIND
Notwithstanding the provisions of article 1221 of the French Civil Code, the Parties agree that in the event of either Party failing to meet its obligations, the defaulting Party may not seek enforcement.
ARTICLE 11 – PROPORTIONAL REDUCTION OF THE PRICE IN THE EVENT OF IMPERFECT PERFORMANCE OF THE OBLIGATION
In the event of an obligation that has been imperfectly performed by a Party, the creditor may, in application of article 1223 of the French Civil Code, fifteen (15) days after receipt by the debtor of the obligation of a formal notice served by registered letter with acknowledgement of receipt to perform, which has remained without effect, if he has not yet paid for all or part of the service, notify the debtor as soon as possible of his decision to accept imperfect performance of the contract and to reduce the price proportionally.
The debtor’s acceptance of the creditor’s decision to reduce the price must be in writing.
In the absence of agreement between the Parties on the amount of this proportional reduction of the price, it will be determined by an expert under the conditions of article 1592 of the Civil Code.
In the event that the creditor of the obligation has already paid the price, in whole or in part, he may, n the absence of agreement between the Parties, ask the judge to reduce the price.
ARTICLE 12 – EXCEPTION OF NON-PERFORMANCE
Pursuant to article 1219 of the French Civil Code, each Party may refuse to perform its obligation, even though it is due, if the other Party fails to perform its own obligation and if such non-performance is sufficiently serious, i.e. likely to jeopardize the continuation of the contract or fundamentally upset its economic balance. The suspension of performance will take effect immediately, on receipt by the defaulting Party of the notification of default sent to it to this effect by the Party suffering the default, indicating the intention to apply the exception of non-performance for as long as the defaulting Party has not remedied the default noted, served by registered letter with acknowledgement of receipt or on any other durable written medium allowing proof of dispatch.
This exception may also be used as a preventive measure, in accordance with the provisions of article 1220 of the French Civil Code, if it is clear that one of the Parties will not perform its obligations on the due date, and that the consequences of such non-performance are sufficiently serious for the Party suffering from the default.
This option is used at the risk and peril of the Party taking the initiative.
The suspension of performance will take effect immediately upon receipt by the Party presumed to be in default of the notification of the intention to apply the preventive non-performance exception until such time as the Party presumed to be in default performs the obligation in respect of which a future breach is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium allowing proof of dispatch.
ARTICLE 13 – FORCE MAJEURE
The Parties shall not be held liable if the non-performance or delay in performance of any of their obligations as described herein results from a case of force majeure, within the meaning of article 1218 of the French Civil Code.
The performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed thirty (30) days. Consequently, as soon as the cause of the suspension of their mutual obligations has disappeared, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the Party prevented must notify the other Party of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act.
If the impediment is definitive or exceeds a duration of thirty (30) days, the present contract will be purely and simply terminated in accordance with the terms defined in the article “Termination for force majeure”.
During this suspension, the Parties agree that the costs incurred from the situation will be borne by the prevented party.
ARTICLE 14 – TERMINATION
14.1 – Resolution for force majeure
Termination by operation of law for reasons of force majeure, notwithstanding the clause Termination for failure by a party to meet its obligations set out below, may only take place fifteen (15) days after formal notice has been sent by registered letter with acknowledgement of receipt or by any extrajudicial act.
However, such formal notice must state the intention to apply the present clause.
14.2 – Resolution for breach of obligations by a party
In the event of non-compliance by either party with the following obligations :
– payment for the Buyer and, more generally, all of the Buyer’s obligations under these general terms and conditions of sale,
– delivery of the Product(s) ordered for the Supplier and, more generally, all of its obligations under these general terms and conditions of sale,
It is expressly agreed that such termination due to a party’s failure to meet its obligations will automatically take place fifteen (15) days after the sending of a formal notice to perform, which has remained wholly or partially without effect. The formal notice may be served by registered letter with acknowledgement of receipt or by any extrajudicial act.
This formal notice must mention the intention to apply the present clause.
14.3 – Provisions common to all termination cases
The services exchanged between the Parties since the conclusion of the contract and until its termination having found their usefulness as the mutual performance of the contract, they will not give rise to restitution for the period prior to the last service not having received its counterpart.
In any event, the injured party may apply to the courts for damages.
ARTICLE 15 – DISPUTES
With a view to finding a joint solution to any dispute arising in the performance of the present contract, the parties agree to meet within fifteen (15) days of the dispatch of a registered letter with acknowledgement of receipt, notified by one of the two parties.
This amicable settlement procedure constitutes a mandatory prerequisite to the institution of legal proceedings between the parties. Any legal action brought in breach of this clause will be declared inadmissible.
However, if at the end of a period of eight (8) days, the parties are unable to agree on a compromise or a solution, the dispute will be submitted to the jurisdiction designated below.
ARTICLE 16 – JURISDICTION
All disputes arising out of or in connection with the present contract and the agreements resulting therefrom, concerning their validity, interpretation, performance, resolution, consequences and consequences, will be submitted to the competent courts (Tribunal de Commerce de Toulouse) under the conditions of ordinary law.
ARTICLE 17 – APPLICABLE LAW – LANGUAGE OF THE CONTRACT
By express agreement between the parties, these General Terms and Conditions of Sale and the purchase and sale transactions arising therefrom are governed by French law.
They are written in French. In the event of translation into one or more languages, the French text shall prevail in the event of litigation.
ARTICLE 18 – BUYER’S ACCEPTANCE
These general terms and conditions of sale, as well as the enclosed price lists and schedules of discounts and rebates, are expressly approved and accepted by the Buyer, who declares and acknowledges full knowledge thereof, and hereby waives the right to rely on any contradictory document, in particular his own general terms and conditions of purchase.
ARTICLE 19 – GENERAL DATA PROTECTION REGULATION (GDPR)
The Supplier respects the Buyer’s privacy and undertakes to treat as confidential all information it collects that may identify the Buyer.
The information collected is processed by the Supplier, based in Toulouse (31200), 19 Rue Louis Bonin, which is responsible for processing orders placed by the Buyer.
The collection of the Buyer’s information is essential to the processing of the order. Refusal to consent to the processing of personal data would prevent the Supplier from performing its services.
Personal information is kept for the legal retention period and is intended for the persons required to process it within the Supplier’s company, as well as for subcontractors, provided that the contract signed between the subcontractors and the data controller mentions the obligations incumbent on the subcontractors in terms of data security and confidentiality protection (Article 28 of the European Personal Data Protection Regulation EU 2016/679) and specifies in particular the security objectives that must be achieved.
No data is transferred outside the European Union by the Supplier.
Service providers involved in the preparation of orders on behalf of the Supplier may have access to or communication of all or part of this information by virtue of the services performed. In such cases, the Supplier undertakes to ensure an adequate level of data protection.
The service providers with whom the Supplier works for the management of orders, as well as for the execution of certain services offered by the Supplier (invoicing, payment, collection, customer satisfaction, etc.) for the aforementioned purposes, and only to the extent necessary for the accomplishment of the tasks entrusted to them, may contact the Buyer directly using the contact details provided by the Buyer.
The Supplier strictly requires its service providers to use the Buyer’s personal data only to manage the services it asks them to provide. The Supplier also requires these service providers to always act in compliance with applicable laws on the protection of personal data and to pay particular attention to the confidentiality and security of such data.
In accordance with the European Regulation on the Protection of Personal Data EU 2016/679 (RGPD), the Buyer may exercise its right of access to data concerning him, rectification, delation, request a limitation of processing, object to it or request portability by contacting: rgpd@nehia-group.com
The Buyer also has the right to lodge a complaint with the Cnil.