GENERAL CONDITIONS OF SALE
1. PREAMBLE: These general conditions of sale and provision of services (hereinafter the “General Conditions”) apply to all sales of standard and specific products (hereinafter the “ Products ”) as well as to all the services (hereinafter the“ Services ”) carried out and provided by the company MUST TECHNOLOGIE (hereinafter the“ Seller ”or“ MUST TECHNOLOGIE ”) to its customers having the right professional quality (hereinafter the "Client (s)" or the "Buyer").
The sales and Provision of services by MUST TECHNOLOGIE to its Clients are exclusively governed by these General Conditions, supplemented possibly by special conditions established and agreed between the parties, to the exclusion of any other document such as notice, prospectus, catalog, documentation from MUST TECHNOLOGIE, which are given for information only and are only 'an indicative value.
Any v ente of Products and / or provision of Services by MUST TECHNOLOGIE to the Customer, as well as any order form submitted by the Customer and accepted by MUST TECHNOLOGIE implies the unconditional acceptance of these General Conditions by the Customer, notwithstanding any clauses to the contrary , handwritten or otherwise, mentioned on vouchers, letters or other document from Customers. These General Conditions constitute the sole basis for commercial negotiations between the Parties, in accordance with article L.441-6 of the Commercial Code.
Consequently, in the event of a contradiction between these General Conditions and the GTC of Client, the parties agree that these General Conditions will prevail in their entirety.
2.1. The characteristics of the Products and / or Services are those which appear on the order form accepted by both parties and / or the estimate.
The Seller's offers are made subject to the availability of the Products at the time the order is received. Any request from a Customer with a view to the design of a specific Product by MUST TECHNOLOGIE, not appearing on the Seller's usual offer, and / or any Provision of services by MUST TECHNOLOGIE, will give rise to the establishment of a specific offer.
The details of the Services provided by MUST TECHNOLOGIE appear on the estimate and / or the offer communicated by MUST TECHNOLOGIE to the Client.
The sale is not perfect and / or the contract formed (hereinafter the "Contract") only after written confirmation from MUST TECHNOLOGIE by means of an order acknowledgment.
Any order from the Customer whose specifications and characteristics differ from the offer made by MUST TECHNOLOGIE is only considered accepted by written confirmation from MUST TECHNOLOGIE.
2.3 In the absence of specific mention in the offer, the validity of MUST TECHNOLOGIE offers and quotes is limited to one calendar month.
Offers and quotes from MUST TECHNOLOGIE do not constitute recommendations from MUST TECHNOLOGIE to the Buyer, who remains solely responsible for the choice of Products.
2.4. The Products sold by the Seller owing to change, the latter may at any time modify their characteristics or components for any reason whatsoever or remove a Product from its catalogs and / or commercial documents.These modifications may occur at any time, including after the Buyer's order if these modifications result from the application of standards, texts or regulations, whatever they may be, applicable to the Products
2.6. For special inks (non-standard), the MUST TECHNOLOGIE company reserves the right to deliver ten (10)% more or less of the quantity ordered.
3. CANCELLATION OR INTERRUPTION OF AN ORDER. Any interruption or cancellation, at the Customer's express request, of an order for standard Products or specific Products and / or the provision of Services by MUST TECHNOLOGIE, will result in invoicing of the full price of the order and / or the related Service Provision.
4. DELIVERY - NON-COMPLIANCE - RETURNS:
4.1 Unless otherwise agreed between MUST TECHNOLOGIE and the Customer, MUST TECHNOLOGIE fulfills its delivery obligation when the Products are made available to the Customer in the premises of MUST TECHNOLOGIE (hereinafter the “Delivery”), in accordance with the Incoterm Ex-Works (CCI 2010). The Customer will be informed by simple notice of availability notified by any means to the Customer.
The Customer must take possession of the Products, by any means (transport, collection), within ten (10) days following the date of delivery. notification of provision by MUST TECHNOLOGIE.
After this period, all additional costs, in particular storage and guarding, incurred by MUST TECHNOLOGIE will be payable by the Customer, and will be invoiced by MUST TECHNOLOGIE.
The Customer acknowledges that the carrier assumes sole responsibility for the transport of the Products. The Customer therefore has no recourse against MUST TECHNOLOGIE, in the event of failure to deliver the Products and / or damage to the Products during transport.
In the absence of an express designation of a carrier by MUST TECHNOLOGIE, the Customer will name the carrier of his choice.
4.2. The Products sold by MUST TECHNOLOGIE to the Customer travel at the Customer's own risk, from the date of departure from the MUST TECHNOLOGIE factory. .
The deadlines for leaving the MUST TECHNOLOGIE factory are only indicative and can in no way constitute a commitment to ship the Products on a fixed date.
Unless otherwise agreed by written by MUST TECHNOLOGIE, any delay or partial delivery cannot give rise to the payment of damages and / or the termination of the Contract.
4.3. Examination of Products must be made as soon as the Customer takes possession.
It is the Customer's responsibility, in the event of delay, shortcomings or damage occurring during transport, to notify your reservations on the delivery note and to confirm them in writing to the transporter within three days, by registered letter with acknowledgment of receipt, with a copy to ̀ MUST TECHNOLOGIE ( article L.133-3 of the Commercial Code). Contradictory, stylistic or meaningless reservations such as the words “subject to unpacking” or “subject to control” are not valid.
4.4. All others Customer complaints, on apparent defects or on the non-conformity of the Products ordered in relation to the order (in particular quantity or incorrect references), to be valid, must be made in writing to MUST TECHNOLOGIE within eight (8) days following receipt of the Products by the Customer.After this period, the delivered Products will be deemed to comply with the terms of the order and no claim relating to apparent defects or the conformity of the delivered Products can be taken into account by MUST TECHNOLOGIE
It is the Customer's responsibility to provide any justification as to the reality of the observed defects or non-conformities. The Customer will give MUST TECHNOLOGIE every facility to identify these non-conformities and to remedy them. The Customer will refrain from intervening himself or involving a third party for this purpose.
In the event of delivery of Products recognized by the company MUST TECHNOLOGIE, after verification, as non-compliant with the order and / or contractual specifications, the company MUST TECHNOLOGIE undertakes to deliver the missing Products and / or to replace, in the same quantities, the Product recognized as not conforming to the order, or to bring the Product into conformity with the specifications of the order, excluding any damages or reimbursement or cancellation of the order concerned.
Returns can only be made with the prior written consent of MUST TECHNOLOGIE. Any return without this agreement will not result in the replacement or bringing the Product into conformity. The Customer must comply with the instructions given by MUST TECHNOLOGIE for returning the Products.
The risks of the return are the responsibility of the Customer.
4.5. The Use or resale by the Customer of Products considered to be non-compliant with the order by the Purchaser constitutes a waiver of the claim and releases MUST TECHNOLOGIE from any liability and / or guarantee.
4.6. Any complaint made by the Customer under the conditions described in this article does not suspend payment for the Products by the Customer.
4.7 The receipt of Services s '' performs according to the terms provided for in MUST TECHNOLOGIE's offer and / or the Customer's order duly accepted by MUST TECHNOLOGIE.
Unless otherwise agreed between the parties, MUST TECHNOLOGIE may entrust a third party with part of the realization of its Services.
5. GUARANTEE - RESPONSIBILITY:
5.1. The Products and Services benefit from the guarantees which appear on the order form accepted by both parties and / or on the estimate communicated by MUST TECHNOLOGIE to the Customer and / or which are applied by the manufacturer of the Product.
In any case, the responsibility of the company MUST TECHNOLOGIE is strictly limited, at the choice of the Purchaser, to the repair or replacement of the Products recognized as non-compliant or defective by MUST TECHNOLOGIE after its technical examination, or, after written acceptance by MUST TECHNOLOGIE. In all cases, the guarantees provided by MUST TECHNOLOGIE are excluded from the defects of the Products which may arise from or result from: - a lack of maintenance, or monitoring and in general any handling not in accordance with the written instructions of the Seller and detailed in the technical notices and / or product sheets, or non-compliance with the applicable standard (s) or the state of the art; - a cause other than the Product (poor electrical installation, installation or storage in an unsuitable environment such as an unusual level of dust, etc.) or any modification or intervention by the Buyer or a third party, without the prior written consent of the Seller; - normal wear and tear of the Products;
- generally attributable damage or accidents in whole or in part to the Buyer or to a third party;
- instructions given by the Buyer to the Seller;
- a case of force majeure, as defined by legal provisions and interpreted by French case law
5.2. MUST TECHNOLOGIE is in no way responsible for any indirect and / or immaterial damage whatsoever which could be caused by the Products and / or the Services, such as in particular operating losses, turnover, orders, customers, etc.
5.3. In any event, the MUST TECHNOLOGIE's liability is limited solely to direct damage caused to the Customer and attributable exclusively to the Products and / or to the Provision of services, and to amount excluding tax actually paid by the Customer for the purchase of the Products and / or the provision of the Services concerned.
5.4. The Buyer remains solely responsible for the use of the Products supplied by the Seller and their suitability for the destination.
The Buyer must ensure that its premises and storage conditions are suitable for the proper conservation of the Products and present the security guarantees imposed by this legislation and / or the regulations in force. No warranty is given as such by the Seller.
6. PRICES AND TERMS OF PAYMENT:
6.1. The prices of the Products and Services are fixed by MUST TECHNOLOGIE either in an annual tariff or in the offer or quote sent by MUST TECHNOLOGIE to the Customer. The period of validity of the offers and quotes is that stipulated in article 2.3 above.
MUST TECHNOLOGIE reserves the right to modify its prices at any time.
6.3. Our prices are exclusive of tax, ex works "Ex Works", shipping costs being borne by the Customer (including loading, transport, unloading, customs and insurance costs), as well as any specific packaging costs and any tax, duty, VAT or duty to be paid in application of French or foreign laws and regulations.
6.4 . Unless otherwise agreed expressly between MUST TECHNOLOGIE and the Customer, invoices are payable by the C bind, within thirty (30) calendar days from the date of issue of the invoice.
The conditions under which MUST TECHNOLOGIE can grant a discount for early payment appear on the invoice from MUST TECHNOLOGIE.
6.5. In the event of late payment by the Customer and taking into account the provisions of Article L. 441-6 of the Commercial Code, the Customer will automatically be liable for '' a late payment penalty, calculated on the sums due, by applying four (4) times the legal interest rate in force at the time of issuance of the invoice increased by five (5) percentage points; and a lump sum indemnity for recovery costs, the amount of which is fixed by decree.
6.6. Whatever the method of payment initially agreed between the parties, the failure to accept a bill of exchange, and / or the failure to meet any payment deadline, and / or the partial or total cessation of activity automatically entails the immediate payment of the remaining amounts due for other orders or for any reason whatsoever In all the above cases, MUST TECHNOLOGIE also reserves the right to withhold the Products sold not yet delivered and / or to suspend the execution of its current Services, and to automatically terminate the current Contracts without prior notice, or to require payment in cash prior to any shipment of Products or continuation of Services, without prejudice to all other remedies. Finally, the Seller reserves the right to refuse any order from the Buyer in the event of a change in the Buyer's legal situation, in particular financial.
Any invoice collected through collection companies will result in the application of '' compensation equal to fifteen (15)% of the amount payable appearing on the said invoice. The Client will also have to reimburse all the legal costs occasioned by the judicial recovery of the sums due, and in particular the fees of legal officers and lawyers.
Our drafts or acceptances do not derogate from the place of payment which is the location of MUST TECHNOLOGIE's head office.
7. RETENTION OF OWNERSHIP CLAUSE: MUST TECHNOLOGIE RESERVES ALL OWNERSHIP OF THE PRODUCTS, SUBJECT TO DELIVERIES UNTIL THE EFFECTIVE COLLECTION OF THE ENTIRE PRICE IN PRINCIPAL AND ACCESSORIES, ACCORDING TO THE ARTICLES 2367 AND FOLLOWING OF THE CIVIL CODE. ANY DEFAULT BY THE CUSTOMER OF THE PAYMENT DEADLINES OR OF PART OF THE PRICE, COULD LEAD TO THE IMPLEMENTATION OF THE RESERVE OF OWNERSHIP, WITHOUT THE NEED FOR ANY PREVIOUS PREPARATION.
THE PRODUCTS WILL BE RETURNED IMMEDIATELY TO MUST TECHNOLOGIE, AT THE CUSTOMER'S EXPENSE.
THE DEPOSITS MUST BE REMEMBERED BY THE COMPANY MUST TECHNOLOGIE AS A COMPENSATION.
CUSTOMER IS FORBIDDEN TO DISPOSE OF PRODUCTS WHICH THEY HAS NOT FULLY PAID TO RESELL OR TRANSFORM THEM.
EXCEPT INITIATING ITS OWN RESPONSIBILITY, THE CUSTOMER UNDERTAKES TO INFORM MUST TECHNOLOGIE IMMEDIATELY OF THE POSSIBLE SEIZURE OF THE PRODUCTS OR OF ANY FAILURE OF THE DISPOSAL OF THE PRODUCTS IN THEIR ENTIRETY (THEFT, DEGRADATION, INTERVENTION OF A THIRD PARTY, ETC ....).
GENERAL CONDITIONS OF SALE AND PROVISION OF SERVICES
THESE PROVISIONS DO NOT OBSTACLE TO THE TRANSFER OF THE RISKS OF LOSS AND DAMAGE SOLD, AS WELL AS OF THE DAMAGE THEY COULD OCCASION.
8. INTELLECTUAL PROPERTY.
8.1. Unless otherwise agreed between the parties:
- MUST TECHNOLOGIE retains all intellectual property rights relating to its projects, studies and documents of any nature possibly transmitted to the Client. These documents must be returned, by the Customer, at MUST TECHNOLOGIE's first request.
- The designs, technology, patented or not, know-how as well as all intellectual property rights relating to the Products, remain the full and entire property of MUST TECHNOLOGIE or of the holders of these rights.
- The Purchaser alone is granted, on a personal, non-exclusive and non-transferable basis, a right to use these intellectual property rights, limited for use of the Products internal to the Customer's company, for France and within the limits of the provisions of the Contract.
8.2. MUST TECHNOLOGIE only guarantees the compliance of the Services and specific Products with the technical specifications contained in its offer and / or in the Customer's order accepted without reservation by MUST TECHNOLOGIE
MUST TECHNOLOGIE does not can not be responsible for the adequacy of the works, in particular the cliches, drawings, and / or engravings which are entrusted to him for the realization of a specific Product with the final use which is made of it by the Customer. design of specific Products produced by MUST TECHNOLOGIE, from models or documents provided by the Purchaser, are carried out only under the responsibility of the Customer who expressly guarantees to be the holder or to have all the related intellectual property rights and MUST TECHNOLOGIE discharges any lawsuit or infringement action initiated by a third party against it. The same applies to the texts or names that Customers ask MUST TECHNOLOGIE to include on said work.
In the event of the production of specific mold (s) and / or tool (s) on the basis of the documents, drawings or models provided by the Customer, with a view to the design of a specific Product, the Customer grants MUST TECHNOLOGIE a right to use the related intellectual property rights, for the purposes of making said molds and / or the said specific tools.
Unless otherwise agreed between the Parties, the molds and / or the specific tools remain the exclusive property of MUST TECHNOLOGIE, whether or not they are stored in the premises of MUST TECHNOLOGIE or in those of the Customer, and are not included in the price of the order.
Within three (3) months of delivery of the related Products and / or end of the Service, and in the absence of a written request of the Acq Customer Use the molds and / or specific tools within the said period, accepted in writing by MUST TECHNOLOGIE, according to the financial conditions agreed between the parties, MUST TECHNOLOGIE reserves the right to proceed with the destruction of said molds and / or said specific tools. p>
9.1. The Customer undertakes to keep secret and confidential the information belonging to and / or received from MUST TECHNOLOGIE (hereinafter referred to as “Confidential Information”) within the framework of of the Contract or prior to its conclusion, and to take all necessary measures so that they are not disclosed to third parties. The Client undertakes to transmit Confidential Information only to employees of its permanent staff directly concerned by this Contract, and this under its responsibility.
9.2. It is understood between the Parties that in the event of termination of the Contract for any reason whatsoever, and / or at the first request of MUST TECHNOLOGIE, the Customer undertakes to destroy or return all the Confidential Information which will have to him entered communicated by MUST TECHNOLOGIE.
9.3. The commitments of this Article will remain in force for a period of ten (10) years from the date of conclusion of the Contract, unless expressly provided otherwise by the Parties.
10. APPLICABLE LAW - JURISDICTION: These General Conditions are subject to French law.
In the event of a dispute relating to the formation, execution and / or interpretation of these General Conditions, only the Commercial Court of Paris will have jurisdiction, even in the event of multiple defendants or calls in warranty, and notwithstanding any conflict rule that may be applicable