Issue of 08.04.2024
STANDARD TERMS AND CONDITIONS OF SALE
1- SCOPE
These standard terms and conditions of sale apply to all sales made by the company Neyret Textile Identification (NTI) to professional purchasers. These standard terms and conditions of sale are expressly agreed and accepted by the Purchaser, who declares and acknowledges that he/she has read and understood them. Therefore, upon placing an order the Purchaser shall become fully and unconditionally bound by these standard terms and conditions of sale, representing all of the stipulations applicable to sales made by NTI, to the exclusion of any other documents such as brochures or catalogues which are issued by NTI for information only. Therefore, unless expressly agreed, any condition to the contrary opposed by the Purchaser shall not be enforceable against NTI, without NTI having to refuse any such purchase condition to the contrary. A waiver by NTI of the right to cite any clause of these standard terms and conditions of sale may not be construed as a waiver of the right to cite any of its conditions at a later time.
2 ORDERS
2.1. Orders are only definitive once they have been accepted. An order shall be considered accepted either by the issue of written confirmation or by the straightforward shipment of the products, at the discretion of NTI. No partial or total cancellation or modification of the order shall be taken into consideration after acceptance of the order by NTI.
2.2 – From a formal perspective, the main document constituting the order is the order acknowledgement which is published by NTI and also confirmed by NTI to give the order a firm and definitive nature. This order may also be accompanied by other documents such as production sample(s) and/or model(s) and/or specification(s) provided by the purchaser in the form of electronic messages before confirmation of orders; it being stipulated that these documents have a contractual value and form an integral part of the order subject to them having been confirmed by NTI at the same time as the confirmation of the order.
Any document or information communicated retrospectively shall constitute a modification of the original order and may be refused by NTI without this bringing into question the validity of the original order.
2.3. Samples
Sample orders are not free of charge unless agreed in writing by NTI.
2.4. Models
The Purchaser must provide the graphic elements to be reproduced by NTI in the form of vectorised electronic files delivered in the EPS, PDF or AI format. Any intervention or modification required to the Purchaser’s files may be invoiced.
2.5 The benefit of the order is personal to the Purchaser and cannot be transferred without the prior written agreement of NTI. It is specified that in order to carry out all or part of the order, NTI may call upon third party subcontractors or service providers.
2.6. Where the order relates to labels incorporating a QR code and a URL address, the Purchaser shall also be offered in parallel a certain number of services for the collection, hosting and processing of the Purchaser’s Data and for access to a “software” platform with these services being accessible under a contract offered by a company in the group of which NTI is a part.
3 – DELIVERY
3.1 – Terms and conditions
The delivery is fulfilled either through the direct handover of the product to the Purchaser or through the delivery of the product to a shipper or carrier in the premises or warehouses of NTI. NTI is authorised to carry out full or partial deliveries.
3.2 – Postponed deliveries
In case of a framework agreement or an agreement with regular and scheduled deliveries, the storage of the product, at the Purchaser disposal, cannot exceed one year from the date of the order approval. After one year, NTI may decide to deliver the products, or may decide to recharge the storage costs, at its own convenience, at the Purchaser responsibility. Where the postponement of delivery is due to a manufacturing postponement, attributable to the Purchaser, with reference to the framework order, NTI may decide to increase the price to take account of the additional costs and charges caused by this postponement.
3.3 – Timeframes
Although delivery timeframes are indicated as accurately as possible and in good faith, NTI cannot be bound by a firm delivery date as delivery times are given for information only.
Overruns of delivery times cannot give rise to damages, deductions or cancellations of orders in progress.
However, if the product has still not been delivered eight weeks after the guideline delivery date for any reason other than an Act of God, the sale may then be cancelled by either party; the Purchaser may obtain a refund of his/her advance payment excluding any compensation or damages. In any event, the delivery may only take place if the Purchaser is up to date with his/her obligations towards NTI, regardless of the reason for this not being the case. The delivery date is deemed to be the day when the goods leave the factory or depot or the day when they are provided to the Purchaser or his/her carrier.
3.4 – Transfer of risks
NTI reserves the right to choose the shipping method.
The delivery is considered to have been made either at NTI’s factory in Saint Etienne (France) or at one of NTI‘s overseas factories or depots as agreed with the Purchaser. In any event, the products are conveyed at the risk of the Purchaser (Article 100 of the French Commercial Code). In the event of any damage or shortfalls, it is the responsibility of the Purchaser to carry out all of the necessary assessments and to confirm his/her reservations to the carrier within the timeframes and in the forms required. Similarly the Purchaser is responsible for taking out all necessary insurance against the risks of product damage or loss.
3.5 – Acceptance
Without prejudice to the provisions to make regarding the carrier, complaints about patent defects or the non-compliance of the delivered product must be made in writing within fourteen (14) days of receipt of the products and supported by the necessary proof: samples, delivery note, batch number and other markings on the packaging. The Purchaser must allow NTI every facility to ascertain these patent defects or non-compliances and to remedy them. Once this timeframe of fourteen days (14) has passed, the products shall be deemed free of any patent defect. Failure to lodge a complaint within this period shall terminate the guarantee of compliance.
In accordance with custom, surpluses or shortfalls which may affect the quantities delivered are accepted by the Purchaser with a tolerance of plus or minus 10% compared with the information supplied in the order confirmation.
3.6 – Returns
Any product return must be agreed formally in advance between NTI and the Purchaser. Any product returned without the advance express agreement of NTI shall be made available to the Purchaser and shall not lead to the generation of a credit note or to the cancellation of the sale. The costs and risks of returning the products shall be the responsibility of the Purchaser.
Following a qualitative and quantitative check of the products, the return of products accepted by NTI shall lead to the generation of a credit note equal in value to the sale price (excluding tax), less 10% to cover reconditioning and restocking costs.
4 – LIABILITY – GUARANTEE
4.1. The products are guaranteed against any lack of compliance, patent defect or latent defect. The only obligation which is the responsibility of NTI as part of this guarantee shall be the free of charge replacement of said product or rectify it, or the issue of a refund upon return of the product in question (excluding tax).
The Purchaser shall be responsible for proving the reality of the defects or anomalies noticed. In order to benefit from this guarantee, the product must be submitted to the services of NTI, the agreement of which is essential for any replacement. Any shipping costs shall be the responsibility of the Purchaser. The Purchaser may not take advantage of his/her complaint to request the termination of the contract. The liability of NTI shall thus be solely limited to the commercial value of the products in question and may not under any circumstances be extended to any damage, be it direct or indirect, tangible or intangible, resulting from a lack of compliance, a patent defect or a latent defect concerning the product in question.
In the event of a latent defect, i.e. any material defect or manufacturing fault, the product is guaranteed by NTI provided that the Purchaser notifies NTI of this defect or fault within 48 hours of finding it by registered letter with acknowledgement of receipt. For any intervention under the guarantee, the only obligation incumbent on NTI shall be the rectification or free replacement of the product or refund thereof. For any intervention not covered by the legal guarantee against latent defects, a preliminary estimate is sent to the Purchaser for approval and the invoicing and payment respect these terms and conditions. The legal guarantee against latent defects excludes defects and deterioration caused by natural wear and tear or by an accident, external intervention or improper use (faulty maintenance, abnormal use, unsuitable environment, etc.) provided that such accidents are not the fault of NTI. Similarly, the guarantee shall not apply to patent defects of which the Purchaser must invoke under the conditions of article 3.5.
4.2. The Purchaser is solely responsible for selecting the products, for checking in advance that the ordered products are compatible with their intended use, for the use of the products and for their compliance with the standards required for their use. Consequently, NTI may not be held liable, under any circumstances, if the product has not been used by the Purchaser in accordance with its intended use, if it proves to be incompatible with this intended use or if the purchased product does not satisfy the standards required for its use.
4.3. Oral or written technical support from NTI is provided for information purposes only, without obligation, and does not exempt the Purchaser from personally checking whether the products are suitable for the intended goals.
4.5 In the event of any direct damage, NTI’s liability is limited to the amount of the order excluding VAT, but NTI cannot under any circumstances be held liable for indirect damage. In the event that this limitation is declared insufficient by a Judicial Authority, in particular due to the capacity of the claimant or the circumstances of the case, NTI’s liability shall, in all cases, be limited to the compensation limits of its insurance policy for the same categories of damage, and the compensation, all damage combined, shall be limited to the insurance limits provided for the categories of damage concerned. In all cases, all direct damage not covered by NTI’s insurance policy is excluded. Similarly, direct damage resulting from an Act of God or an event attributable to the Purchaser is excluded, and NTI shall not incur any liability in this respect.
5 – PRICES
The products are supplied at the current price at the time when the order is placed. Prices are given net, ex-works and excluding tax based on the rates announced to the Purchaser. All taxes, duties or other services to pay for in addition are the responsibility of the Purchaser. Shipping costs are the responsibility of the Purchaser and shall be invoiced in addition unless conditions to the contrary are expressly agreed by NTI. A minimum of €50 excluding tax shall be invoiced for each product order, even if the total cost of the products ordered is less than this amount.
6 – PAYMENT
Invoices are payable to NTI’s registered office in Saint Etienne (France).
Unless agreed otherwise, invoices are payable according to the following terms:
– by payment within 60 days of the invoice’s issue date or within 45 days of the last day of the month in which acceptance took place.
– No discount will be granted for immediate payment or payment in advance.
The timeframe agreed with the Purchaser is specified on the invoice.
Payment by bank draft is only possible if the Purchaser trades regularly with NTI and on the condition that the total order comes to more than €80 excluding tax.
Any Purchaser ordering goods for the first time must pay in cash for the goods as soon as the order is confirmed.
The sale may be subject to the payment of an advance payment, the amount of which is specified by NTI.
Any deterioration of the creditworthiness of the Purchaser may constitute grounds for requiring guarantees or a total or partial cash payment or a bank draft payable at sight before the received orders are processed.
In the event of non-payment (even partial) on the due date, NTI may suspend all deliveries and claim the immediate payment of all sums owed by the Purchaser.
In the event that any formal notice to pay remains unheeded 48 hours after the initial presentation of the formal notice letter, this shall entitle NTI, should it see fit and without any legal formality, to invoke the cancellation of the sale by operation of law, without prejudice to all of the other damages which may be owed to it. When the payment of an order is by instalments, non-payment of a single instalment after formal notice under the conditions set out above, shall result in the immediate payment of the entire debt or the cancellation of the said order by NTI automatically and without further formality. In all the above cases, the sums due for other deliveries, or for any other reason, shall become immediately payable if NTI does not opt to cancel the corresponding orders.
7 – LATE PAYMENT PENALTIES
All late payments shall attract late payment penalties, without prior formal notice, at a rate of three times the statutory interest rate and with a minimum of 40 euros. NTI may also apply by operation of law statutory, flat rate recovery compensation of 40 euros in the event of late payment for each invoice in accordance with Articles L441-3 and L441-6 of the French Commercial Code. This compensation applicable to relations between professionals is added to the late payment penalties. It is not subject to VAT. In addition, the Purchaser shall pay all costs incurred by NTI as part of the recovery of the unpaid amounts, based on proof. Penalty clause: In the event that the recovery of an outstanding payment requires the services of a legal department, the amounts owed as principal, costs and interest shall be increased by 15%.
8 – PROTECTION OF PERSONAL DATA – GDPR:
Pursuant to the French Data Protection Act (Loi Informatique et Libertés), Law No. 2018-493 of 20 June 2018 and EU Regulation 2016/679, you are reminded that the personal data requested from or communicated by the Purchaser is necessary for the processing of orders and/or services requested by the Purchaser as part of the commercial commitments entered into with NTI or any other company in its group, and that, in accordance with the relevant legal provisions, the collection of this data by NTI has this sole purpose, i.e. the processing of orders and contractual services (accounting, payment, transport, delivery, etc.). NTI may under no circumstances use them for promotional or canvassing purposes or disclose them to third parties.
To this end, Purchasers shall be provided with an Information Form at the time of placing the order, informing them of their rights under the above regulations and allowing them to ensure protection and security of their personal data, and to have the name of a contact person, responsible for processing, within the NTI company. This data shall be kept by NTI for the legal duration specific to each of them, and NTI undertakes to ensure they are retained in sufficient security conditions, and at the end of the retention period, this data shall either be returned or destroyed at the choice of the Purchaser.
Pursuant to the GDPR which came into force on 25 May 2018, NTI uses your personal information for the purposes of recording and processing orders, delivering products, processing payments and communicating with you in relation to your orders. This data is stored in our information system for exclusive use by NTI and our subcontractors. You have a permanent right of access, modification, rectification, deletion via the address donneespersonnelles@neyret.com. Without request from you, your personal data shall therefore be kept in accordance with the French accounting deadline in force.
9 – Property rights
For all products, services and software which include know-how, technology, a specific design, an innovative character or which constitute a creation, the property rights attached thereto belong exclusively to NTI unless the parties agree otherwise in writing.
10 – RETENTION OF TITLE
In accordance with Act No. 80-335 of 12 May 1980 and Act No. 85.98 of 25 January 1985, the Products are sold with a clause which expressly makes the transfer of their title subject to the full payment of the price comprising principal and related charges. The mere issuance of an instrument which creates an obligation to pay (bank draft or other means) does not constitute a payment in the sense of this clause; the original claim of NTI against the Purchaser remains with all of it associated guarantees, including the retention of title until said instrument has actually been paid. The aforementioned provisions do not, from the time when the Products are delivered, hinder the transfer to the Purchaser of the risks of loss or damage of the goods subject to retention of title and to any damage which they may cause when the Products are delivered. The Purchaser must take out a multi-risk insurance policy (for fire, theft and water damage) covering the risks arising from the time when the Products are delivered. In the event of an attachment, or any other involvement of a third party with the Products, the Purchaser must inform the Seller of this without delay in order to allow him/her to oppose it and to retain his/her rights. In addition, the Purchaser must refrain from pledging or assigning as security the title of the Products. The Purchaser is authorised to resell or use the Products as part of the normal operation of his/her establishment. In this case, however, he/she must immediately pay the balance remaining payable to NTI.
11 – FORCE MAJEURE
In the event of a force majeure event, as defined by law and jurisprudence, or declared as such by the national or international authorities, including: any decisions that may be taken by the public authorities in connection with the said event, including COVID 19 or any other pandemic, as well as any shortage or difficulties in the supply of materials, components or any other material used in the composition of the Products or contributing to their manufacture, or any shortage of services such as transport, logistics, energy (electricity, gas, etc.), etc., or any events such as climatic conditions or the forces of nature (storm, ice, flood, forest fire, rain, drought), violence, attacks, burglaries, political unrest, war, unforeseeable and unavoidable strikes, unexpected governmental or international decisions, the parties, NTI and the Purchaser, may be released from all or part of their obligations, without this involving their liability.
The party affected shall inform the other party as soon as possible by means of written notification (including e-mail), in particular in order to take appropriate measures to adapt the obligations of this contract accordingly, by mutual agreement between the parties.
If it is impossible to adapt, or if the adaptation would make the performance of the order too onerous with reference to the legal provisions governing unforeseen circumstances, the order or orders concerned may be temporarily suspended, by mutual agreement between the parties, or terminated by either party. In the event of suspension, the parties shall set a suspension period after which, if it is not possible to resume performance of the orders, they shall be terminated.
In application of these provisions, under no circumstances may either of the parties be held liable for any reason whatsoever, once a direct link has been established between the events described in the first paragraph of this article and the difficulties or impossibility of performing the order(s) concerned.
12 – Miscellaneous information
All information concerning the use, maintenance and installation of the products is contained in the instructions supplied by NTI. In the absence of instructions or if the Purchaser does not understand them, he/she is strongly recommended to contact NTI’s services and in all cases not to carry out any handling on his/her own without the advice or intervention of a professional.
13 – APPLICABLE LAW – DISPUTES
All of the clauses appearing in these standard terms and conditions of sale, as well as all of the purchase and sales transactions covered herein, shall be subject to French law. For convenience, these standard terms and conditions of sale have been translated into English. However, should a dispute arise, only the French version shall be taken into consideration. Any dispute arising from the sales transactions covered in these standard terms and conditions of sale shall be referred to the Commercial Court of SAINT ETIENNE (France), which is expressly agreed by the Purchaser.
Neyret Textile Identification SA, with a share capital of 169,000 euros, ZA Côte Thiollière CS90277, 42014 Saint Etienne, FRANCE
Saint Etienne Trade and Companies Register Entry No. 422 416 255, Intracommunity VAT No. FR 374 224 16255