Version 2023.08
ARTICLE 1 – Fields of application
These general conditions of sale constitute, in accordance with article L 441-1 of the Commercial Code, the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which Mastip ("The Supplier") supplies to professional Buyers ("The Buyers or the Buyer") who request it, via the Supplier's website, by direct contact or via a paper support, the following products: hot block systems, including nozzles, shutter systems, heating controllers, mold plates and elements, associated services (“The Products”). They apply without restriction or reservation to all sales concluded by the Supplier to Buyers of the same category, regardless of the clauses that may appear on the Buyer's documents, and in particular its general conditions of purchase. In accordance with current regulations, these General Conditions of Sale are systematically communicated without delay to any Buyer who requests them, to enable them to place an order with the Supplier. They are also communicated to any distributor (excluding wholesalers) prior to the conclusion of a single agreement referred to in articles L 441-3 et seq. of the Commercial Code, within the legal deadlines. Any order for Products implies, on the part of the Buyer, acceptance of these General Conditions of Sale and the general conditions of use of the Supplier's website for electronic orders. The information appearing in the Supplier's catalogues, prospectuses and prices is given for information purposes only and may be revised at any time. The Supplier is entitled to make any modifications that it deems useful. In accordance with current regulations, the Supplier reserves the right to deviate from certain clauses of these General Conditions of Sale, depending on the negotiations carried out with the Buyer, by establishing Special Conditions of Sale.
ARTICLE 2 – Orders / Prices / Currencies
2-1
Sales are only completed after express and written acceptance of the Buyer's order, by the Supplier, who will ensure in particular, the availability of the products requested, evidenced by an acknowledgment of receipt of the orders. Orders must be confirmed in writing, by means of a purchase order duly signed by the Buyer and accepted by the Supplier. The Supplier has electronic means of ordering (including acceptance and confirmation) (site references) allowing the Buyer to order the products in the best conditions of convenience and speed. Taking the order into account and accepting it are confirmed by sending an email. The data recorded in the Supplier's computer system constitutes proof of all transactions concluded with the Buyer. In the event that the Buyer's request requires the carrying out of a 3D study in order to allow the implementation on the Buyer's site of the products and services ordered, the order will only be accepted by the Supplier from acceptance of the 3D study by the Buyer and the transmission by the latter of a voucher for execution. Delivery times will only run from acceptance of the 3D study and transmission by the Buyer of the “good for execution”.
In order to carry out the 3D study, the Buyer undertakes to transmit as soon as possible the specifications necessary for carrying out said study and requested by the Supplier. The Supplier is not required to verify the veracity and consistency of the specifications communicated. The Buyer will be solely responsible for collecting and verifying the relevance of the specifications, which will serve as a basis for producing the products and services ordered. The Supplier cannot be held responsible if the products and services ordered prove unsuitable for the needs of the Buyer or its own customers, in the event of a failure in the collection and relevance of specifications. The Buyer will be solely responsible towards its own customers and it is up to it to verify that the products and services meet the needs of its said customers. The Supplier is only required to provide the products and services ordered according to the specifications received or according to its standard data in the absence of specification.
2-2
Any modifications requested by the Buyer may only be taken into account, within the limits of the Supplier's possibilities and at its sole discretion, if they are notified in writing at least 20 days before the scheduled date for delivery of the Products ordered, after signature by the Buyer of a specific order form and possible adjustment of the price.
2-3
In the event of cancellation of the order by the Buyer after its acceptance by the Supplier less than 10 working days at least before the date scheduled for the supply of the Products ordered, for any reason whatsoever other than force majeure, the deposit paid with the order, as defined in the “Deliveries” article of these General Conditions of Sale will be automatically acquired by the Supplier and cannot give rise to any reimbursement.
2-4
The products are supplied at the Supplier's prices in effect on the day the order is placed, and, where applicable, in the specific commercial proposal sent to the Buyer. These prices are firm and non-revisable during their period of validity, as indicated by the Supplier. These prices are net and excluding tax. They include transport and any customs fees. Insurance is the responsibility of the Buyer. Special pricing conditions may be applied depending on the specifics requested by the Buyer concerning, in particular, the delivery terms and times, or the payment times and conditions. A specific commercial offer will then be sent to the Buyer by the Supplier.
2-5
The Buyer undertakes to bear all costs which may result from errors, or from a lack of precision in the specifications which he has transmitted. The Buyer will also bear all costs resulting, either from the need to interpret the specifications, or linked to a lack of precision of the specifications, or resulting from their modification.
2-6
Quotes, invoices, purchase orders and more generally all commercial documentation will be sent to the Buyer electronically to the email address they have provided (reference email address). The Buyer undertakes to indicate the reference email address in all correspondence.
2-7
In the event that an order is accepted by the Supplier in a currency other than the euro. The parties agree to take as the reference exchange rate the rate applicable on the day the order is accepted. Said exchange rate must appear on the order form, as must the conversion of the price into the currency of the Supplier's country of residence. The Buyer accepts the fact that the price accruing to the Supplier must, although paid in another currency, always be equal to the reference prices appearing in the quote in the currency of the Supplier's country of residence.
ARTICLE 3 – Payment conditions
For any order for an amount greater than €2,000 excluding tax, a deposit corresponding to 30% of the total acquisition price of the above-mentioned Products is required when placing the order. The balance of the price is payable in cash, on the day of delivery, under the conditions defined in the “Deliveries” article below. The Supplier will not be required to deliver the products ordered by the Buyer if the latter does not pay the price under the conditions and according to the terms indicated above. In addition, the Supplier will not be required to provide the Buyer with any of the guarantees accompanying the products and services ordered by the Buyer if the latter does not pay the price under the conditions and according to the terms set out below. -above indicated. The following payment methods can be used: Wire transfer, money order, or letter of credit. In the event of payment by bank check, it must be issued by a bank domiciled in mainland France or Monaco. The check is cashed immediately. Payments made by the Buyer will only be considered final after actual collection of the sums due by the Supplier. In the event of late payment and payment of sums due by the Buyer beyond the deadline set above, and after the payment date appearing on the invoice addressed to the latter, late payment penalties calculated at the rate of The interest applied by the ECB to its most recent refinancing operation increased by 10 percentage points, on the basis of 100% of the amount including tax of the price appearing on the said invoice, will be automatically and automatically acquired from the Supplier, without any formality nor prior notice. Any late payment will result in 100% of the sums due being immediately payable, without prejudice to any other action that the Supplier may be entitled to take, in this respect, against the Buyer. In the event of non-compliance with the payment conditions set out above, the Supplier further reserves the right to suspend the performance of its obligations. Unless expressly agreed in advance and in writing by the Supplier, and provided that the reciprocal receivables and debts are certain, liquid and payable, no compensation can be validly carried out between possible penalties for delay in delivery or non-conformity of the products ordered by the Buyer on the one hand, and the sums due, by the latter, to the Supplier, for the purchase of said products, on the other hand. Finally, a fixed compensation for recovery costs, in the amount of 40 euros, will be due, automatically and without prior notification by the Buyer in the event of late payment. The Supplier reserves the right to request additional compensation from the Buyer if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents. The Supplier reserves, until full payment of the price by the Buyer, a right of ownership over the products sold, allowing it to regain possession of said products. Any deposit paid by the Buyer will remain with the Supplier as lump sum compensation, without prejudice to any other actions that it would be entitled to take against the Buyer as a result. However, the risk of loss and deterioration will be transferred to the Buyer upon departure of the ordered products from the Supplier's premises. The Buyer undertakes, therefore, to insure, at its own expense, the products ordered, for the benefit of the Supplier, by ad hoc insurance, until the complete transfer of ownership and to justify this to the latter during the delivery. Failing this, the Supplier would be entitled to delay delivery until this proof is presented. No discount will be applied by the Supplier for payment within a period shorter than that mentioned in these General Conditions of Sale. In the event that payment is made by a third party on behalf of the Buyer, the latter undertakes to pay in place of the third party on first request and without delay.
ARTICLE 4 – Discounts & rebates
The Buyer may benefit from discounts and rebates appearing in the Supplier's prices, depending on the quantities acquired or delivered by the Supplier in one go and one place, or on the regularity of its orders, subject to compliance with the payment conditions. provided for herein.
ARTICLE 5 – Deliveries
The Products acquired by the Buyer will be delivered at the Supplier's expense within a maximum period of six (6) weeks from receipt by the Supplier of the corresponding purchase order duly signed and accompanied by the amount of the deposit due on that date. and plans stamped with the words “good for manufacture”. This deadline does not constitute a strict deadline and the Supplier cannot be held liable towards the Buyer in the event of a delay in delivery not exceeding two (2) months. Delivery times are given for information only and exclude on-site installation. In the event of a delay of more than two (2) months, the Buyer may request cancellation of the sale. The deposits already paid will then be returned by the Supplier. The Supplier's liability cannot under any circumstances be incurred in the event of delay or suspension of delivery attributable to the Buyer or in the event of force majeure. Delivery will be made to the address indicated on the order form by notice of availability, the products traveling at the Buyer's risk. The delivery and delivery of the Products may take place at any other location designated by the Buyer, subject to 15 days' notice and within seven days, at the exclusive expense of the Buyer. Likewise, in the event of special requests from the Buyer concerning the packaging or transport conditions of the products ordered, duly accepted in writing by the Supplier, the related costs will be subject to additional specific invoicing. The Buyer is required to check the apparent condition of the products upon delivery. In the absence of reservations expressly expressed by the Buyer upon delivery, the Products delivered by the Supplier will be deemed to conform in quantity and quality to the order. The Buyer will have a period of 15 days from delivery and receipt of the products ordered to issue, in writing, such reservations to the Supplier. No complaint can be validly accepted in the event of non-compliance with these formalities by the Buyer. The Supplier will replace as soon as possible and at its expense, the Products delivered whose lack of conformity has been duly proven by the Buyer. If the Buyer refuses to accept delivery of the goods, the Supplier may, in addition to charging the amount due for the goods and related services, charge the Buyer for additional costs relating to such refusal, including the costs of delivery, disposal and storage costs.
ARTICLE 6 – Transfer of ownership
6.1 – Transfer of ownership
The transfer of ownership of the Products, to the benefit of the Buyer, will only be carried out after full payment of the price by the latter, regardless of the date of delivery of said Products. The Buyer undertakes in the event of garnishment or any other enforcement measure implemented by a third party on the goods, to inform the third party of the existence of this retention of title clause and of the fact that the goods and goods are the property of the Supplier. The Buyer also undertakes to inform the Supplier without delay in order to enable it to oppose any measures implemented and to preserve its rights. The Buyer further agrees not to pledge or transfer ownership of the goods as security.
6.2 – Risk transfer
The transfer to the Buyer of the risks of loss and deterioration of the products will be made upon delivery and receipt of said products, independently of the transfer of ownership, and regardless of the date of the order and payment thereof. The Buyer acknowledges that it is up to the carrier to make delivery, the Supplier being deemed to have fulfilled its delivery obligation once it has delivered the ordered products to the carrier who accepted them without reservation. The Buyer therefore has no warranty recourse against the Supplier in the event of failure to deliver the Products ordered or damage occurring during transport or unloading.
ARTICLE 7 – Supplier liability & guarantees
The products delivered by the Supplier benefit from a contractual guarantee, the conditions of which appear below
The starting point of the guarantee runs from the date of delivery, covering the non-compliance of the products with the order and any hidden defect, resulting from a material, design or manufacturing defect affecting the products delivered and the rendering it unfit for use. The conditions of the contractual guarantee attached to the products sold appear in the appendix hereto which form an inseparable whole with these general conditions of sale. The warranty forms an inseparable whole with the Product sold by the Supplier. The Product cannot be sold or resold altered, transformed or modified. This guarantee is limited to the replacement or reimbursement of non-compliant or defective products. Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Buyer, as in the event of normal wear and tear of the Product or force majeure. In order to assert its rights, the Buyer must, under penalty of forfeiture of any action relating thereto, inform the Supplier, in writing, of the existence of the defects within a maximum period of 15 days from their discovery. The Supplier will replace or have repaired Products or parts under warranty deemed defective. This guarantee does not cover labor costs or travel costs which are the responsibility of the Buyer, the details of the costs of which appear in the appendix hereto. Costs are revised annually. The price list of intervention costs will be sent to the Buyer at the reference email address. Any request for intervention will require acceptance of the price list. The replacement of defective Products or parts will not have the effect of extending the duration of the warranty set above. Initials: Page 2 of 2. Finally, the guarantee cannot intervene if the Products have been subject to abnormal use, or have been used in conditions different from those for which they were manufactured, in particular in the event of non-compliance with the conditions prescribed in the instructions for use. It also does not apply to the case of deterioration or accident resulting from shock, fall, negligence, lack of supervision or maintenance, or in the event of transformation of the Product. Under no circumstances may the Supplier be held responsible (regardless of the type of contractual, tort, quasi-tort liability, etc.) for any direct, indirect loss or other damage resulting from the fact that the goods or services are defective, for any failure or delay in supply of the goods or Services, for any failure or delay in repairing or replacing any defective goods, or for any other reason. The Supplier's only obligation is to repair or replace, at its option, the defective goods and under the conditions and reservations described in the guarantee in the appendix.
ARTICLE 8 – Intellectual property
Industrial and intellectual property rights refer in particular to all rights and interests relating to patents, trademarks, copyright, registered designs, applications for patent registration, plans, 3D studies, know-how, commercial secrets and all other information. confidential or proprietary. The Supplier retains all industrial and intellectual property rights relating to the Products, services, photos and technical documentation which cannot be communicated or executed without its written authorization. The Buyer undertakes not to copy, reproduce or use any industrial and intellectual property rights belonging to the Supplier. The Buyer guarantees the Supplier that any element it transmits to it (in particular the specifications) will not infringe the industrial and intellectual property rights belonging to third parties. Otherwise, the Buyer undertakes to assume all consequences, particularly financial.
ARTICLE 9 – Personal data
The personal data collected from Buyers are subject to computer processing carried out by the Supplier. They are recorded in their Customers file and are essential for processing their order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept for as long as necessary for the execution of orders and any guarantees that may apply. The data controller is the Supplier. Access to personal data will be strictly limited to employees of the data controller, authorized to process them by reason of their functions. The information collected may possibly be communicated to third parties linked to the company by contract for the execution of subcontracted tasks, without the authorization of the Buyer being necessary. As part of the performance of their services, third parties have only limited access to the data and are required to use them in accordance with the provisions of the applicable legislation regarding the protection of personal data. Apart from the cases set out above, the Supplier undertakes not to sell, rent, transfer or give third parties access to the data without the prior consent of the Buyer, unless forced to do so for a legitimate reason. . If the data is to be transferred outside the EU, the Buyer will be informed and guarantees will be taken in order to secure the data (for example, adherence of the external service provider to the “Privacy Shield”, adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified. In accordance with the applicable regulations, the Buyer has a right of access, rectification, erasure, and portability of data concerning him, as well as the right to oppose the processing for legitimate reasons, rights that he can exercise this by contacting the data controller at the following postal or email address: europe@mastip.eu . In the event of a complaint, the Buyer may send a complaint to the Supplier's personal data protection officer.
ARTICLE 10 – Unpredictability
In the event of a change in unforeseeable circumstances upon conclusion of the contract, in accordance with the provisions of Article 1195 of the Civil Code, the Party which has not agreed to assume a risk of excessively onerous performance may request a renegotiation of the contract. to its co-contractor. However, if the change in unforeseeable circumstances at the conclusion of the contract was definitive or persisted beyond six (6) months, these conditions would be purely and simply resolved according to the terms defined in the article “Resolution for Unforeseeable”.
ARTICLE 11 – Forced execution in kind
In the event of failure by one or other of the Parties to fulfill its obligations, the Party victim of the failure has the right to request the forced performance in kind of the obligations arising herefrom. By way of derogation from the provisions of article 1221 of the Civil Code, the creditor of the obligation may continue this forced execution after a simple formal notice, addressed to the debtor of the obligation by registered letter with acknowledgment of receipt which remains unsuccessful, whatever the whatever the circumstances and even if there is a manifest disproportion between its cost for the debtor, in good faith, and its interest for the creditor. By express derogation from the provisions of article 1222 of the Civil Code, in the event of failure of one or other of the Parties to fulfill its obligations, the Party victim of the failure will not be able to have the obligation itself performed by a third party, at the expense of the defaulting Party. The creditor of the obligation may, however, request in court that the defaulting Party advance the sums necessary for this execution. The Party victim of the default may, in the event of non-performance of any of the obligations incumbent on the other Party, request the termination of the contract according to the terms defined in the article “Resolution of the contract”.
ARTICLE 12 – Exception of non-performance
It is recalled that in application of article 1219 of the Civil Code, each Party may refuse to perform its obligation, even though it is due, if the other Party does not perform its own and if this non-performance is sufficiently serious, that is to say, likely to call into question the continuation of the contract or to fundamentally upset its economic balance. The suspension of execution will take effect immediately, upon receipt by the defaulting Party of the notification of breach which will have been sent to it for this purpose by the Party victim of the default indicating the intention to apply the exception of non-performance as long as that the defaulting Party has not remedied the breach noted, served by registered letter with acknowledgment of receipt or on any other durable written medium providing proof of sending. This exception of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not perform the obligations incumbent on it when due and that the consequences of this non-performance are sufficiently serious for the Party victim of the failure. This option is used at the risk of the Party taking the initiative. The suspension of performance will take effect immediately, upon receipt by the presumed defaulting Party of the notification of the intention to apply the exception of preventive non-performance until the presumed defaulting Party performs the obligation for which a future breach is manifest, notified by registered letter with request for acknowledgment of receipt or on any other durable written medium allowing proof of sending. However, if the impediment were definitive or lasted beyond 6 months, these conditions would be purely and simply resolved according to the terms defined in the article Resolution for failure of a party to fulfill its obligations.
ARTICLE 13 – Force majeure
The Parties cannot be held responsible if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of article 1218 of the Civil Code. 3. The Party noting the event must immediately inform the other Party of its inability to perform its service and justify this to the latter. The suspension of obligations cannot under any circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties. The execution of the obligation is suspended for the entire duration of the force majeure if it is temporary and does not exceed a duration of 3 months. Consequently, as soon as the cause for the suspension of their reciprocal obligations disappears, the Parties will make every effort to resume the normal execution of their contractual obligations as quickly as possible. To this end, the prevented Party will notify the other of the resumption of its obligation by registered letter with acknowledgment of receipt or any extrajudicial act. If the impediment is permanent or exceeds a duration of 3 months, these will be purely and simply resolved according to the terms defined in the article “Resolution for force majeure”. During this suspension, the Parties agree that the costs generated by the situation will be shared in half. It is agreed between the parties that the following events in addition to cases resulting from article 1218 of the Civil Code constitute a case of force majeure: war, riot, fire, strikes, accidents, epidemics, the impossibility of being supplied.
ARTICLE 14 – Termination of the contract
14.1 – Resolution for improvisation
The resolution for the impossibility of the execution of an obligation which has become excessively onerous may, notwithstanding the clause Resolution for failure of a party to fulfill its obligations appearing below, take place until 90 days after sending a notice. in default declaring the intention to apply this clause notified by registered letter with acknowledgment of receipt or any extrajudicial act.
14.2 – Resolution for non-performance of a sufficiently serious obligation
The Party victim of the default may, notwithstanding the Resolution clause for failure of a party to fulfill its obligations appearing below, in the event of sufficiently serious non-performance of any of the obligations incumbent on the other Party, notify by letter recommended with acknowledgment of receipt to the Defaulting Party, the faulty resolution of these presents, 15 days after the sending of a formal notice to perform which remained unsuccessful, and this in application of the provisions of article 1224 of the Civil Code.
14.3 – Resolution for force majeure
The automatic resolution for force majeure, notwithstanding the clause Resolution for failure of a party to fulfill its obligations appearing below, can only take place 30 days after sending a formal notice notified by registered letter with request for acknowledgment of receipt or any extrajudicial act. However, this formal notice must mention the intention to apply this clause.
14.4 – Provisions common to resolution cases
It is expressly agreed between the Parties that the debtor of an obligation to pay under the terms of this agreement, will be validly given notice by the sole exigibility of the obligation, in accordance with the provisions of article 1344 of the Civil Code. The services exchanged between the Parties since the conclusion of the contract and until its resolution can only be useful through the complete execution of it, they will give rise to full restitution. In any event, the injured Party may seek legal action for damages.
ARTICLE 15 – Disputes
In order to find together a solution to any dispute which may arise in the execution of this contract, the contractors agree to meet within 30 days from the sending of a registered letter with acknowledgment of receipt, notified by one of the two parties. This amicable settlement procedure constitutes a mandatory prerequisite to the initiation of legal action between the Parties. Any action brought to court in violation of this clause would be declared inadmissible. However, if after a period of 10 days, the Parties were unable to agree on a compromise or solution, the dispute would then be subject to the jurisdiction designated below.
ARTICLE 16 – Attribution of jurisdiction
All disputes to which this contract and the agreements resulting from it could give rise, concerning their validity, their interpretation, their execution, their resolution, their consequences and their consequences will be submitted to the court of Tours (37).
ARTICLE 17 – Applicable law / Contract language
These General Conditions and the operations resulting from them are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text will be authentic in the event of a dispute.
ARTICLE 18 – Buyer’s acceptance
These general conditions of sale as well as the attached prices and scales concerning discounts and rebates are expressly approved and accepted by the Buyer, who declares and acknowledges having perfect knowledge of them, and therefore waives any obligation to comply with them. take advantage of any contradictory document and, in particular, its own general conditions of purchase.
