Sales Conditions

Sales Conditions
These General Sales Conditions have been updated on 30 May 2021.

The website, hereafter referred as the « Site », is a trade website accessible via the internet network on the address It is open to any user of this network.

The Site is edited by AUTOLUBRIFICATION PRODUITS DE SYNTHESE, hereafter referred to as “the Supplier”, is a  simplified joint stock with a single member, registered in France located at ZI de Noisiel – rue de la Mare Blanche – 77186 Noisiel (France), listed in the Meaux Trade and Company Register under the number 301 639 290, whose share capital is 3.192.000,00 €. The Supplier is a provider especially of coating products and specialty inks hereafter referred to as “the Products”. The Supplier owns the brand TETRACHIM.

Chapter 1 – Application of these General Sales Conditions

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

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 Supplier reserves the right to change these General Sales Conditions at any time without prior notice. However, the applicable General Sales Conditions will be those in force on the date of validation of the order.

Chapter 2 – Products

The Products are those listed in the Supplier’s Catalogue or on the Website on the date of the order. The Products comply with the French and EU legislation in force at the time of the Order Acknowledgement.

The description of the Products and the pictures are as accurate as possible but cannot ensure a perfect description and similarity with the Products delivered. The pictures illustrating the products presented are not contractual. Any samples, drawings, descriptive matter or advertising issued by the Supplier and any descriptions of the Products or illustrations contained in any documents forwarded to the Client or published on the Supplier Site are issued or published for the sole purpose of giving an approximate idea of the Products 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 the order acknowledgement of the Supplier.

Consequently, the Supplier shall not be held liable in the event of any error or omission in one of the pictures or in the description of the Products. 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 Products offering are likely to vary without prior notice.

Verbal and written statements by the Supplier representatives and technicians are only binding after formal written confirmation by the Supplier.

The Supplier will make its best efforts to inform the Client, as soon as possible, of the unavailability of a Product. In any case, the Supplier cannot be held liable for the unavailability of a Product.

The Client is solely responsible for the compliance of its activity with the laws applicable to it and for compliance with the safety and conformity obligations of the ordered Products applicable under the regulations in force in any country of destination and/or distribution of the Products sold, in particular for the language applicable on packaging and labels.

Chapter 3 – Order

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

3.1 – Creation of a Client account on the Site

Before any order, the User must create an account on the Site.

Only professionals can create an account on the Site to be able to order Products. The Supplier reserves the right to ask the User to deliver certifications and to delete an account if he has legitimate reasons to believe that the User is not a professional.

To create such an account, the User must follow the registration procedure and provide all of the information needed to open an account and process an order, which will be protected in accordance with the Confidentiality Charter available on the Site.

When creating an account, the User chooses a username and password which will be used to identify herself or himself on the Site. He is solely responsible for maintaining its confidentiality.

Thanks to his identifiers, the User will be able to access their account at any time (excluding temporary periods of maintenance of the Site) and place an order there, to follow its orders or deliveries in progress or to manage their personal information. The User is solely responsible for the use that may be made of the username and password of its Client account as well as its use. The User is bound by any order placed on the Site under his personal Client account.

The User undertakes to inform the Supplier of any unauthorized use of his Client account and any breach of the confidentiality of his identification data. The User acknowledges that he can only hold one Client account.

The accuracy of the personal data provided by the User/Client is his sole responsibility. The Supplier will not verify the reality of these data and will, in no case, be held responsible if certain erroneous data hampered the smooth running of an order or a delivery.

If the Supplier has legitimate reasons to believe that the security of the Customer account or of the Site is breached, the Supplier may proceed with the temporary suspension of the Client to preserve the integrity of the site and related data, and require the customer to modify her or his data identification.

3.2 – Placing of the order

Prior to any first order, the Client must read these General Sales Conditions. Any order from the Client implies the unreserved acceptance of the General Sales Conditions. The Supplier reserves the right to ask the Client to approve in writing any modification of these General Sales Conditions prior to any new order. The order is placed under the sole responsibility of the Client and may be made up of different or spread deliveries.

Once the User has indicated his identifiers to connect to his Client account, the latter can place an order on the Site as a Client. He can add all the Products identified as available by clicking on the corresponding button indicated on the site.

The cart, which corresponds to an order form containing all the characteristics of the order, remains available and modifiable at any time until final validation by the customer of its purchase order (hereinafter the « Order”).

Once the content of his basket has been validated, the Client can confirm his Order by completing the following steps:

  • Confirm the Products and detailed details;
  • Complete all the information requested by the Site;
  • Accept these General Sales Conditions without reservation, by clicking on the button indicated;
  • Validate the payment, by clicking on the indicated button.

The validation of the Order by the “double click” of the Client implies acceptance of the prices and characteristics of Products purchased on the Site, as well as these General Sale Conditions, to the exclusion of any other clause or document exchanged between the Parties, unless expressly agreed by the Supplier. 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 and constitutes a proof of the binding contract concluded between the Parties.

By placing an order on the Site, the Customer certifies being able to contract.

3.3 – Order Acknowledgement

Once the order has been confirmed and paid by the Client, a payment confirmation email summarizing the details of the Order is sent to the Client, to the email address indicated when sending their contact details, no later than twenty-four (24) hours after acceptance of the payment.

The sale is only deemed definitive when the order is accepted by the Supplier and materialized by an order confirmation. At that time, a formal and binding contract between the Client and the Supplier comes into existence in accordance with these General Sales Conditions.

The order confirmation is stored on the Supplier registers, themselves stored on a durable reliable back-up support.

All order must be equal to or greater than 250,00 euros before taxes.

The Supplier remains free to cancel an order, unless a deposit has been paid for it.

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 professional client or the Products will not be used by a qualified professional or for industrial purposes.

Chapter 4 – Price

The prices charged are the prices on the day the order is accepted. It is stipulated in euros, net, excluding taxes, transport costs and duties in force. 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.

Chapter 5 – Billing and payment

Invoices will be issued on the day of the order. The original invoice can be physical or electronic.

The invoices are payable by bank transfer.

The payment is entirety due the day the order is made and before any delivery.

Advance payments do not entitle the Client to any discount.

The Client undertakes to inform the Supplier, without delay, of any legal modification of its structure or contact details.

The Supplier may change any payment terms agreed upon by common agreement, during previous orders, based on new facts arising during the performance, in the legal, business or financial position of the Client (default or late payment of previous orders, collective insolvency proceedings) without prior notice.

Chapter 6 – Payment terms – Penalties

In accordance with article L441-10 of the French Commercial 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.

In pursuance of Article L 441-6 paragraph 12 of the French Commercial 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.

The late payment penalties shall be determined by applying the refinancing rate of the European Central Bank increased by ten points after the due date of the receivable, and a fixed compensation for collection costs, in an amount of EUR 40.

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 the event of non-payment on its due date of one of the Supplier’s receivables, all receivables become, ipso jure and without formality, immediately due regardless of their due date.

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 suspend or cancel by right, with no other formality, by sending a letter by registered mail to the client, without prejudice to any other remedy available to the Supplier. As such, the Supplier cannot be held liable for the chosen remedy and the Client cannot claim any compensation. Any sale cancelled in full or in part except for any fault of the supplier shall lead, for the benefit of the Supplier, to compensation reaching the value of the Products 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 7 – 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 8 – Deliveries

Unless otherwise agreed, delivery times are only specified for informational purpose. In case of successive deliveries, no delivery failure, insufficiency or delay shall affect the other deliveries. All timeout will, in no case, give the Client the right to cancel its order, reject the Products or claim any compensation.

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 Chapter 10 of these General Sales Conditions and 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.

If the Client uses a carrier, the Supplier reserves the right to ask to the Client to prove that the cost of transport has been paid.

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 17.

Chapter 10 – Claim

Subject to disputes expressed to the carrier, which shall be made in accordance with the provisions of chapter 8, any dispute regarding delivered amounts and / or compliance with the order shall be expressed in registered letter with acknowledgment of receipt within 8 days after the ex-work delivery of the Products at SASU AUTOLUBRIFICATION PRODUITS DE SYNTHESE – Zi de Noisiel – rue de la Mare Blanche – 77186 Noisiel (France) or by email at  Claims regarding quality shall also be expressed and motivated in writing within the same time frame and method. 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 Products or taking them back at the invoiced price, excluding any other compensation of any kind. The costs incurred by both initially receiving and then returning the product will be the Customer’s responsibility. No return of Products may be made without the Supplier’s prior consent.

Chapter 11 – Risk transfer

The risks of the Products including those pertaining to its transport, shall be transferred to the client upon the delivery of the Products, 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.

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 Products are delivered FCA (Free Carrier « other agreed place ») according to the 2020 Incoterms.

Chapter 12 – Reservation of title

By formal agreement between the Parties, delivered Products 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 Commercial Code, the Supplier may claim the reservation of title.  The Client shall refrain from removing the packaging or labels found on Products present in its inventories and not fully paid for yet.  As long as not fully paid by the Client, the Products 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 11, to take out insurance to cover the Products 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 Products 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 Products 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 Products 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 13 – Warranty

The Supplier is responsible for hidden defects in the item sold under the conditions provided in articles 1641 et seq. of the French Civil Code. In case of implementation of the warranty against hidden defects, the Client can either return the Product and have the price returned or keep the Product and have part of the price returned.

Chapter 14 – Returns

No return of Products will be accepted without the prior and written agreement of the Supplier, except in the following cases:

  • Recall of batch(es) or withdrawal of Products from the market, implemented by the Supplier or health authorities;
  • Preparation error due to the Supplier;
  • Returns of products in which the Supplier participates pursuant to safety rules shall be made at the Client’s expense, unless otherwise specified.
Chapter 15 – Intellectual property

The Products 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 16 – Personal Data

Personal data collected on the Site are processed in accordance with the Confidentiality Charter of the Supplier available on the Site under the heading “Legal terms”.

Chapter 17 – Labelling

The Products are labelled in accordance with applicable regulations for hazardous product handling and transport. 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 Products are used and that users are trained about the meaning of such label.

Chapter 18 – Client Obligations and Responsibility

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 19 – Supplier Obligations and Responsibility

19.1 – The Supplier cannot be liable:

  • For the choice of products chosen by the Client, in particular its characteristics in regard to the needs of the Client;
  • In the event of negligence or fault committed by the Client, or by a third party;
  • For any use under abnormal or non-compliant conditions for the use of the Products;
  • In the event of an unforeseeable and insurmountable fact of a person foreign to the contract;
  • In case of any damage caused to any equipment which the Client covers with the Products;

These disclaimers shall also apply to the handing, storage or carriage of the sold Products.

19.2 – Upon request the Supplier shall endeavor to provide information and technical assistance with respect to the Products 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 Products 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.

19.3 – When the Supplier liability is incurred as a result of a fault on his part, the compensation only applies to direct, personal and certain damage that the Client has suffered with the express exclusion of compensation for any damage and / or indirect and immaterial damage, such as financial loss, damage to image, etc. The amount of damages that the Supplier may be required to pay under the aforementioned conditions is in any event limited to amount of the order.

19.4 – The Parties are automatically released from their respective contractual obligations, and their liability cannot be engaged in the event of a case of force majeure that last more than three months. The Parties hear by force majeure any event making it either impossible or clearly more difficult the performance of an obligation due to the unpredictable, irresistible, external nature of this event, two of these three criteria being sufficient to characterize the force majeure, in particular such as wars, riots, fires, floods, total or partial strikes in transport, paralysis of road or other transport routes, energy supply disruptions (power, utilities, oil, etc.), blockages of telecommunications and computer networks, change of regulation, delays or failure in the intervention of external providers such as suppliers or subcontractors, epidemic, pandemic… as well as any other event considered by law or case law as a case of force majeure. Should the event last more than three months, the sale shall be considered as terminated.  Such a suspension or termination shall not justify any request for damages by the Client.

Chapter 20 – Entirety

These General Sales Conditions express the full obligations of the Supplier and the Client. No other general or specific condition communicated by the Client may integrate or derogate from these General Sales Conditions. Any stipulation that would be included in a document specific to the Client and intended to modify these General Sales Conditions will be considered null and void, unless the Parties agree, materialized by an amendment to the Contract.

Chapter 21 – Invalidity

If one or more stipulations of these General Sales Conditions are held to be invalid or declared as such under any law, regulation or as a result of a final decision of a competent court, the other stipulations will retain their full force and scope.

Chapter 22 – No waiver

The fact that the Supplier does not at any given time invoke any of the provisions of These General Sale Conditions shall not be construed as a waiver of any subsequent invoking of the said conditions.

Chapter 23 – 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.


May 2021