Sales Conditions

Sales Conditions

General

TETRACHIM, here after referred to as “the Supplier” is a division of the APS Group registered in France under the company number 301 639 290 00016.  TETRACHIM is a provider of coating products and specialty inks hereafter referred to as “the Goods”

These General Sales Conditions shall apply to all contractual relationships between the Supplier and the client company hereinafter referred to as “the Client”.  Together, the Supplier and the Client are hereafter referred to as ”the Parties”.  These General Sales Conditions are governed by the French Law of sales.

 

Chapter 1 – Application of these General Sales Conditions

The order is subject to these General Sales Conditions that supersede all contrary terms appearing in Client orders, unless otherwise formally accepted by the Supplier.

The waiver of one or more clauses of these General Sales Conditions shall NOT affect the validity of the other clauses which shall remain applicable between the Parties. As a result, the acceptance of any offer issued by the Supplier shall imply acceptance of these General Sales Conditions which override the Client’s general terms of purchase and shall not, in no event, be superseded by the latter.

 

Chapter 2 – Intellectual property

The product manufacturer is and shall remain the exclusive holder of all intellectual property rights and of the know-how of the formulas, tests, dosages, including when they are made to satisfy specific needs of the Client. The latter shall formally refrain from reproducing such items or disclosing the same and shall return to the Supplier any data the latter may have provided for the purpose of the performance of the contract.

 

Chapter 3 – Orders

Any order is placed under the sole responsibility of the Client and may be made up of different or spread deliveries. All deliveries shall be considered as making up separate sales whose delay or failure shall not affect the other parts of the order.

Any order signed by the Client by clicking on the order button constitutes an irrevocable acceptance of the Supplier’s offer, which can only be called into question in the cases exhaustively provided for in these General Sales Conditions, namely the rights applicable to internet sales.

The click associated with the authentication and non-repudiation procedure and the protection of the integrity of messages constitutes an electronic signature.  The Client agrees that this electronic signature has the value of a handwritten signature between the Client and the Supplier.

 

Chapter 4 – Order Acknowledgement

The Client order may be placed through the website tetrachim.com or by phone, e-mail, post or fax.

The Supplier rejects any order below the minimum invoice amount of EUR 250 before taxes.

The Client order shall only be deemed accepted when the Supplier issues the acknowledgment of the order (Order Acknowledgement) at which point, a formal and binding contract between the Client and the Supplier comes into existence in accordance with these General Sales Conditions.

The contract will be completed when the ordered Goods are sent, unless:

  • One of the ordered product is no longer available;
  • The Supplier has not obtained authorization for your payment.

Chapter 5 – Deliveries

Deliveries are made upon availability of the Goods.  Unless otherwise agreed, delivery times are only specified for informational purpose.  The Client may not claim any delay to cancel its order, reject the Goods or claim compensation.  In case or successive deliveries, no delivery failure, insufficiency or delay shall affect the other deliveries.

 

Chapter 6 – Force majeure

Delivery times specified by the Supplier are met as much as possible.  However, shall be considered as force majeure, any event of any kind, beyond the reasonable control of the Supplier, likely to delay or prevent the delivery of the Goods.  The delivery shall be suspended during the time of the said prevention.  Should the event last more than six months, the sale shall be considered as terminated.  Such a suspension or termination shall not justify any request for damages by the Client.

 

Chapter 7 – Products and Price

The Products comply with the French and EU legislation in force at the time of the Order Acknowledgement.  The description of the Goods and the pictures are as accurate as possible but cannot ensure a perfect description and similarity with the Goods delivered.  The pictures illustrating the products presented are not contractual. Consequently, the Supplier shall not be held liable in the event of any error or omission in one of the pictures of the Goods. Catalogues, printed materials, price schedules and other commercial or technical documents shall not be considered as an offer.  Statements are made with no undertaking of duration, as price schedules and product offering are likely to vary with no prior notice.

Verbal and written statements by the Supplier representatives and technicians are only binding after formal written confirmation by the Supplier.  The prices charged are the prices of the order.  Any change in fiscal or customs expenses bear by the Supplier and happening after the acceptance of the order, shall result in a respective variation of the agreed price.  Should the price be set depending on rates, no variations in the said rates shall be ground for order termination.

The stipulated prices do not take into account transportation or shipping costs which will be invoiced in addition according to the amount indicated on the site and/or the acknowledge receipt.

 

Chapter 8 – Weight, amounts and volumes

For all sales, whatever the destination, the weights, amounts and volumes appearing in the shipping documents (delivery slip, waybill, …) shall be solely taken into consideration when preparing invoices.

 

Chapter 9 – Transport

All transport, insurance, customs, handling, loading and moving operations shall be under the responsibility and at the risk of the Client, even if such operations are carried out in full or in part by the Supplier or entrusted to a third party. When exceptionally, the transport is under the responsibility of the Supplier, the Client shall then act as the agent with the same duties as if he was acting for his own account.

Packaging choices are made by the Supplier, which reserves the right to use any appropriate means. Unless otherwise agreed, containers shall remain the property of the Supplier, but the Client shall bear the risks and legal custody thereof according to the terms of chapter 11.

 

Chapter 10 – Claim

Subject to disputes expressed to the carrier, which shall be made in accordance with the provisions of chapter 11, any dispute regarding delivered amounts and / or compliance with the order shall be expressed in writing within 8 days after the ex-work delivery of the Goods.  Claims regarding quality shall also be expressed and motivated in writing within the same time frame.  The absence of reserves within that time frame shall constitute formal and final acceptance of the delivery.

In the event of any claim regularly made and justified, the Supplier has a choice between replacing the Goods or taking them back at the invoiced price, excluding any other compensation of any kind.  No return of Goods may be made without the Supplier’s prior consent and the submission of the problem report form on www.tetrachim.com.

 

Chapter 11 – Labelling

The products are labelled in accordance with applicable regulations for hazardous product handling and transport and acceptance of a delivery implies the Client’s acknowledgement of the compliance with such regulations.  For safety purpose, the Client agrees to keep this labelling until the time the Goods are used and that users are trained about the meaning of such label.

 

Chapter 12 – Risk transfer

The risks of the Goods including those pertaining to its transport, shall be transferred to the client upon the delivery of the Goods, which shall take place upon their collection from the Supplier warehouse for all sales, whatever their destination (France or other countries) and whatever the sale terms or the settlement of the transport price.

The Client should check the shipments upon arrival and file claims as needed, against the carrier. In the event of missing or damaged (damage, breakage, destruction, loss…) products or delays, the Client shall make all reserves he deems useful to the responsible carrier within the time and according to the forms required by the law, including within the time specified in the law or the carrier terms, under penalty of irrevocably losing any claim.  However, for export sales that refer to the Incoterms, the FCA Incoterm rule applicable upon the sale, shall apply.  Unless otherwise formally agreed in writing, the Goods are delivered FCA (Freight CArrier) according to the 2020 Incoterms.

 

Chapter 13 – Reservation of title

By formal agreement between the Parties, delivered Goods shall become the final property of the Client subject to the full payment of the price in principal and related amounts.

In accordance with articles 2367 et seq of the French Civil Code and L624-16 et seq of the French Business Code, the Supplier may claim the reservation of title.  The Client shall refrain from removing the packaging or labels found on Goods present in its inventories and not fully paid for yet.  As long as not fully paid by the Client, the Goods are still owned by the Supplier.  As a result, the Supplier may take them back without prejudice of any claim for damages for failure to pay the price in full or in part.  The Client agrees to complete all necessary formalities in its country and to inform the Supplier for the exercising of the reservation of this title clause.  Generally, if the client is unable to pay its debts or is subjected to court liquidation or settlement proceedings, the Client shall inform the Supplier thereof and make the products available to the Supplier at the Client costs.

The Client agrees, upon the risk transfer as per Chapter 12, to take out insurance to cover the Goods delivered based on their sale price, against any destruction or any damage, until the transfer of title.  Such insurance shall also cover all losses that the Goods could cause to the Client or to third parties, with no amount limitation and without any possible claim against the Supplier.  The policy shall indicate that the insured Goods are sold under a reservation of title clause and that possible insurance compensation shall, in the event of full destruction, be paid directly to the Supplier up to the balance of the claim against the Client.  The Client agrees to provide, on the Supplier’s request, evidence of the insurance policy and of the settlement of all the bonuses pertaining thereto.  The Client agrees to advise the Supplier promptly of any threat to or breach of the Supplier’s right, including any garnishment, withholding or forced enforcement measure that the sold Goods could be the subject to ; it shall formally notify the third party of the Supplier’s rights, and shall be responsible to the Supplier of any loss resulting from its failure.

 

Chapter 14 – Payment terms – Penalties

In accordance with article L441-10 of the French Business Code, and the European Directive 2011/7/EU on combating late payment, payments shall be made when ordering, unless otherwise agreed. Instalments shall however be paid immediately.

The Supplier may change any payment terms agreed upon by common agreement, based on new facts arising during the performance, in the legal, business or financial position of the Client without prior notice;

In pursuance of Article L 441-6 paragraph 12 of the French Business Code amended by Act n° 2012-387 dated March 22, 2012, any late payment shall be made payable automatically, upon the first day following the settlement date shown in the invoice:

Late payment penalties : The late payment penalties shall be determined by applying 1/ the refinancing rate of the European Central Bank increased by ten points. 2/ Fixed compensation for collection costs, in an amount of EUR 40.

Such compensation is owed in pursuance of a provision of the Act dated March 22, 2012 applicable as from January 1, 2013.  Its amount is set by article D 441-5 of the French Business Code.

In pursuance of above-mentioned article L441-6, when the collection costs incurred exceed the amount of that fixed compensation, the Supplier may also seek additional compensation.

In addition, for other current business at the time of the late payment or failure, the Supplier reserves the right, either to seek full pre-payment or payment by certified cheque or to cancel by right, with no other formality, by sending a letter by registered mail to the client. Any sale cancelled in full or in part shall lead, for the benefit of the Supplier, to compensation reaching the value of the Goods at the rate of the sale cancellation date. The payment date is the date on which the bank account specified in the invoice is credited. The supplier may offset any outstanding amount owed by the client with any amount owed by the Supplier to the Client.

 

Chapter 15 – Client Responsibilities

The Supplier operates on a ‘sell-to-trade’ only basis for all Goods.  It is a condition of the Contract that the Client is purchasing Goods from the Supplier as a business actor and not as a consumer, and that the Goods will be used by a knowledgeable, qualified and insured person for the purpose intended.  The Supplier accepts no responsibility if the Goods are used by a consumer, are incorrectly used or cause any kind of harm or damage as a result of incorrect use or use by a consumer.  The Supplier reserves the right to refuse any sale or cancel any contract if the Supplier has grounds to believe that the Client is not a business customer or the Goods will not be used by a qualified professional or for industrial purposes.

The Client shall carry out tests it deems necessary to make any decision regarding the use of the product; he shall check himself that the product is fit for the purpose. The Supplier shall not be held responsible for any consequences of any use that is faulty or against prudence and the customs of the trade or if the Goods are used after the expiration date ; this section shall also apply to the handing, storage or carriage of the sold Goods.

The Supplier recommends the Client to keep on paper or on reliable digital support, the data relating to his orders and the General Sales Conditions which may be subject to change. The applicable General Sales Conditions will be those in force on the online store on the date of validation of the order.

 

Chapter 16 – Supplier Responsibilities

Upon request, the Supplier shall endeavor to provide information and technical assistance with respect to the Goods free of charge at the Client’s risk.  The Supplier disclaims any obligation or liability for the advice or assistance given or the results obtained. The technical specifications (or data sheets) for the Goods which the client undertakes to read are merely indicative and may be subject to variation.  The Client shall verify with the Supplier that he is in possession of the latest, updated document.  The Client shall be wholly responsible for damages resulting from the use of the Goods.  The Supplier disclaims any liability with respect to the use of and any damage caused to equipment which the client covers with the Goods.

Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Goods or illustrations contained in any documents forwarded to the Client or published on the Supplier website are issued or published for the sole purpose of giving an approximate idea of the Goods described in them.  They shall not form part of the Contract or have any contractual force except where expressly provided in these conditions or expressly incorporated in our Order Acknowledgement.

 

Chapter 17 – Governing law- Contestations

The whole contract shall be governed by the substantive Law of France.

All disputes arising out of or in connection with the contracts shall be brought to the court in the jurisdiction of which the supplier’s address is located, whatever the sale terms of accepted payment method, even in the event of an impleader or of several defendants.

 

October 2020