G.T.S.D – General Terms and Conditions of Sale
GENERAL TERMS AND CONDITIONS OF SALE (05-2020)
These general terms and conditions apply to all sales of products and services by companies of the METACONCEPT Group (hereinafter METACONCEPT). They take precedence over any other document from the CUSTOMER and, in particular, over all general terms and conditions of purchase, unless otherwise previously agreed by METACONCEPT in writing. They may be changed without notice.
FORMATION OF THE CONTRACT
The Contract is formed by:
- the CUSTOMER’s written order,
- written order acceptance by METACONCEPT,
- and these general terms and conditions of sale.
Any order may be cancelled or changed before METACONCEPT has sent the acknowledgement of receipt of the order to the CUSTOMER.
Once the order acknowledgement has been sent to the CUSTOMER, the order is deemed to be firm and final.
DELIVERY
The delivery lead times are given for information only and are not guaranteed. Delivery delays may not give rise to any deduction, penalty or compensation or justify cancellation of the order.
Moreover, they are suspended by any event outside of METACONCEPT’s control which results
in a delivery delay.
Delivery lead times are given subject to the CUSTOMER complying with its obligations.
TRANSFER OF RISKS AND COSTS
Except in the case of provisions to the contrary, expressly agreed between the CUSTOMER and METACONCEPT, the transfer of risk and costs will be made according to Incoterm EXW (Incoterms® 2020).
RECEIPT
The CUSTOMER must check that the Products delivered comply with the order and contain no visible defects and, if necessary, make any reservation and claim to the carrier within 3 days of receipt by registered letter with a request for acknowledgement of receipt (Article L. 133-3 of the Commercial Code) or by any other official means of irrefutable communication of documents.
These reservations must be communicated to METACONCEPT within the same period and by the same means.
The CUSTOMER must provide all evidence of the reality of the alleged defects and nonconformities, if necessary, by the production of an expert report drawn up by an approved and independent laboratory. METACONCEPT reserves the right to make any observation and check on-site.
Products may only be returned to METACONCEPT with METACONCEPT’s prior, written agreement.
In the event of a visible defect or non-conformity, METACONCEPT shall, at its expense and using the carrier of its choice, take back and replace the non-conforming batches with new Products, identical to the order.
Any Product for which reservations have not been made according to the procedure and within the periods stated above will be deemed to have been accepted by the CUSTOMER and no complaint regarding it will be accepted.
PRICE AND PAYMENT
Price
The price is expressed in Euros, excluding tax and including packaging. Except in the event of indications to the contrary, expressly agreed between the CUSTOMER and METACONCEPT, the price is shown EXW. Any other delivery method will be subject to additional invoicing according to the carrier’s rate in force, depending on the weight of the goods and the desired shipment lead time.
The price may be revised at any time without notice depending on the rise in the costs of energy, raw materials, materials and the Euro/Dollar exchange rate.
The price of our products includes, on request, the provision of a: Certificate of conformity, certificate regarding the origin of our raw materials (CMRT), REACH certificate, RoHS certificate, food approval certificate, certificate of non-employment of undeclared workers and any administrative document relating to our company (confirmation of insurance, corporate registration excerpt, social contributions declaration, etc.). Any communication of an additional specific document will therefore be invoiced separately and charged according to the complexity of the request and any use of external service providers (jurists, tax experts, etc.).
Payment terms
For an initial order, payment before delivery will be required after agreement by METACONCEPT’s financial department on opening an account. This opening of an account will subsequently be subject to regular revision according to the decisions made by METACONCEPT’s credit insurer.
The payment terms are agreed between the Parties on placing the order. They may not be more favourable for the CUSTOMER than the conditions imposed by the Law on the Modernisation of the Economy (LME) No. 2008-776 of 4 August 2008.
The amounts paid on ordering are considered to be a down-payment. Any payment made to METACONCEPT is deducted from the amounts due, whatever their nature, beginning with those with the earliest due date.
Any late payment results in the automatic application, without prior notice, of late-payment interest calculated on the basis of the interest rate applied by the Central European Bank to its most recent refinancing operation, increased by 10 percentage points, the set compensation for recovering costs of €40 (Article L.441-6-I subparagraph 12 of the Commercial Code) becoming due, the suspension of METACONCEPT’s obligations, METACONCEPT’s right to refuse any new order as well as compensation for all the harm that this late payment causes to METACONCEPT.
Any complaint or claim from the CUSTOMER may in no event have the effect of postponing or suspending payments.
Invoicing
Invoices are communicated to the CUSTOMER in a single copy, unless otherwise requested when the order is placed.
RESERVATION OF OWNERSHIP
METACONCEPT expressly reserves ownership of the delivered Products until payment in full of the sale price, expenses and ancillary costs.
The CUSTOMER may not resell, transform, incorporate, pledge or grant surety on unpaid Products. In the event of seizure, the CUSTOMER undertakes to inform the instructing legal bailiff thereof of this reservation of ownership and to inform METACONCEPT thereof.
In the event of payment default, including within the context of the CUSTOMER’s collective insolvency proceedings, METACONCEPT may claim the return of the Products at the CUSTOMER’s risk or their resale price if the CUSTOMER has sold them. By express agreement, METACONCEPT may assert the rights it holds under this clause, for any one of its claims, over the entirety of its Products in the CUSTOMER’s possession, these Products being contractually assumed to be those which are unpaid.
Any down-payments collected will be retained by METACONCEPT as damages.
WARRANTY
Products are covered by the statutory warranty relating to hidden defects (Article 1641 of the Civil Code). Claims must be made within 3 days of discovery of the defect, by any official means of communication of documents, failing which they will be inadmissible. No claim may be made more than 15 days after delivery.
The hidden defects warranty is excluded in the event of use of the Products by the CUSTOMER in conditions of use and performance for which they are not designed.
The CUSTOMER is required to follow the procedure described in Article IV regarding proof, verification and return. METACONCEPT shall, at its own expense and using the carrier of its choice, take back and replace the non-conforming batches with new Products, identical to the order.
Any Product for which reservations have not been made according to the procedure and within the periods stated above will be deemed to have been accepted by the CUSTOMER and no complaint regarding it will be accepted.
LIABILITY
METACONCEPT disclaims all liability except in the event of an established fault caused by its action and for direct loss caused by its fault, excluding any non-material or indirect loss (commercial harm, loss of customers, loss of orders, loss of production, loss of earnings, business disruption, loss of profit, harm to brand image, third-party claims, loss of amenity, etc.) and limited to the amounts paid by the CUSTOMER to METACONCEPT under the Contract. No claim of whatever kind may be made more than 15 days after the occurrence of the operative event.
TERMINATION
In the event of the non-performance by the CUSTOMER of any one of its obligations (in particular default of payment of the price) and 8 days after formal notice given by registered letter with a request for acknowledgement of receipt that has remained ineffective, the Contract will be automatically terminated without any other formality. METACONCEPT will retain the downpayment paid on ordering as compensation, without prejudice to any other damages.
EXCEPTIONAL CIRCUMSTANCES
In the event of the occurrence of circumstances which are not reasonably foreseeable and which would prevent METACONCEPT from performing its obligations, METACONCEPT will not be responsible for the non-performance of its obligations provided it has immediately informed the CUSTOMER thereof and has taken all the necessary measures to limit its effects. Should the effects of an Exceptional Circumstance continue for longer than 90 days, the CUSTOMER will be able to terminate the Contract by any official means of communication of documents. In this case, the CUSTOMER undertakes to refund METACONCEPT for all the expenses incurred for the performance of the Contract.
This article refers in particular to the following: changes to the law or regulations, acts of a public authority, industrial conflicts, blockades, wars and riots, natural disasters, serious accidents, transport stoppages and communication or power outages.
CONFIDENTIALITY
All financial, commercial or technical information, know-how, reports or other information of any kind relating directly or indirectly to the business of the parties that is communicated by one of them to the other for the purposes of performing this contract or of which they become aware on this occasion, as well as the personal data of partners, employees and persons participating in the performance of this contract will, both during this contract and after its termination, be kept strictly confidential by each of the parties, which will, in addition, refrain from disclosing it in any way and for any reason or using it for any purposes other than those set out herein.
In accordance with the Computing and Freedoms act of 6 January 1978, strengthened and completed by the GDPR (General Data Protection Regulation) that entered into force on 25 May 2018, the Customer has, at any time, a right of access, rectification, objection, erasure and portability of all its personal data by writing, by postal mail and providing proof of its identity, to METACONCEPT Groupe – Parc des Sables – 69630 CHAPONOST.
DISSOCIATION
Should a stipulation of the Contract become inapplicable through the effect of the law or of a decision by a public authority, the other clauses will retain their full and entire effect and the Parties will negotiate in good faith the changes that need to be made to the Contract to ensure it has an effect that is as close as possible to that sought by the Parties when it was signed.
SETTLEMENT OF DISPUTES
All disagreements relating to the interpretation or the performance of these General Terms and Conditions of sale will be referred to the exclusive competence of the Commercial Court of LYON France.
The applicable law is French law, including the Vienna Convention of 1980 on the international sale of goods.
LANGUAGE
The offer is drawn up in the French language, which will be considered authentic. In the event of a difference of interpretation between the provisions of these general terms and conditions and a translation that has been made of them in another language, the French version will take precedence.