MATISEC’S GENERAL TERMS AND CONDITIONS OF SALE

ACCEPTANCE - OPPOSABILITY - FORMATION OF THE CONTRACT

General terms and conditions of sale define the conditions under which the MATISEC company, SAS with a capital of €1,052,025 and headquarters located at 2, rue Blaise Pascal 38090 Vaulx-Milieu, France - RCS Vienne n° 788 377 810 (hereafter called “the Company”) sells its products to any customer (hereafter called “the Customer”).
These general terms and conditions of sale apply ipso jure to any company sale to any customer who acknowledges and accepts the terms and conditions, and thus waives the benefit of any conflicting document, in particular the customer’s own general terms and conditions of purchase.
Unless otherwise agreed between the Company and the Customer, no other document shall create obligations between the parties or waive these general terms and conditions. All products delivered to the Customer must first be ordered by the Customer, either with a purchase order or a duly accepted quotation. Quotations are valid for 30 days from the date issued. The contract (hereafter “the Contract”) is formed by the issuing of an acknowledgement of receipt by the Company or, in the case of a quotation, by the quotation issued by the Company and duly signed by the Customer. Once the contract has been formed, no cancellation or amendment shall be accepted, and the price is due.
The Customer acknowledges that the Company may make reasonable changes to these general terms and conditions at a later date, and that their relationship will always be governed by the most recent conditions applicable on the date of the order.
The General Terms and Conditions of Sale can be viewed on the website at any time.

PLACING AN ORDER

To place an order, the Customer  must have  a customer account with the Company. Customers  who do not have an account with the Company  may ask to open one. Requests to open an account are processed within 48 hours of the time all the required information is provided (working days only).
Once the request to open an account has been validated, the account is created and the Customer may place an order according to the applicable process. Only final confirmation of the order legally binds the Company with regard to the Customer.
The  Customer  is  responsible  for  providing  all  the  information  requested  to  fill  the  order.  The  Company  assumes  no  liability  if  information  provided  by  the  Customer  is  found  to  be  false  or incomplete.
Products and services are offered within the limits of stocks available and the Company’s capacity to provide such products and services. If stocks are not available, the Company agrees to inform the Customer by any preferred means. The Customer’s order may in this case be cancelled without compensation.

PRICE

Billing is based on Company’s tariffs applicable on the date of the order, after deduction of any applicable discounts or rebates. Unless agreed otherwise, our prices are quoted in euros, before VAT and Ex Works (Incoterms CCI 2010) on Company premises.  Shipping costs will be invoiced separately.

SHIPMENT AND DELIVERY TIMES

Products are shipped EXW, so they are transported at the Customer’s own risk, no matter what type of shipment is chosen.
The estimated delivery times provided are approximate and in no way guaranteed. Some customers require that an appointment be made to deliver merchandise: estimated delivery times do not take this into account. Thus no penalties shall apply nor any compensation be awarded in the case of a late delivery. A late delivery is not considered a valid reason for cancelling an order.
If the Customer refuses to receive or pick up merchandise it has ordered, the Company shall notify the Customer of the situation by registered letter with return receipt. If the Customer does not respond to this letter within eight days, the Company shall have the right to do as it sees fit with the merchandise. Further, the Company shall retain the deposit as compensation, unless the merchandise was specially ordered for the Customer, in which case the Customer shall remain responsible for the total amount of the sales price and related expenses, without prejudice to any compensation and interest that the Company may in any case claim from the Customer.
The Company shall not be responsible for any incidents that occur during transport. Thus, if the Company handles transport of the merchandise to the site indicated in the Contract, it does so only as the Customer’s proxy. Consequently, all delivery expenses are re-billed to the Customer.
The Customer agrees to inspect delivered products when they are unloaded. If any defects or alterations are noted, they shall be indicated in detail on the delivery sheet, in the presence of the driver. The Customer shall also confirm these remarks to the transporter by registered letter with return receipt, within 48 hours of delivery. After such time, no claims shall be accepted, and the Customer expressly agrees not to take any action against the Company on this basis. 
In signing the delivery slip, the Customer expressly gives up the right to make any subsequent claims regarding the products. 

WARRANTY-RESPONSIBILITY

Without prejudice to the legal provisions of article 1641 of the French Civil Code, the warranty covers any manufacturing defect duly noted by our technical department, or any materials defect that  makes  products  unusable,  for  a  period  of  12  months  from  the  delivery  date  for  products  manufactured  by  the  company,  or  for  the  period  set  by  the  builder  or  manufacturer  for  other products.  It  is  limited  to  the  simple  replacement  of  defective  parts,  exclusive  of  labor  and  transport  costs,  and  grants  no  rights  to  compensation  or  damages.  Replacement  of  products  or defective parts shall not lengthen the warranty period.
The warranty does not cover products that have been poorly used, not properly maintained, or transformed in any way. Nor does it cover products that are the object of any other exclusion listed in the conditions of guarantee. 
Repairs, modifications and regulatory controls must be carried out by personnel who have been trained and certified to do so by our training department.
No express or implied extension of guarantee is granted to the Customer, who is thus alone responsible for the reimbursement or replacement of any parts that may be required as the result of the legal guarantee of conformity for which he may be responsible with regard to his own customers.
The  Customer  shall  not  in  any  case  hold  the  Company  responsible  for  any  indirect  damage,  in  particular  loss  of  business,  customers,  sales  or  damage  to  the  brand  image.  UNDER  NO CIRCUMSTANCES,  APART  FROM  WILLFUL  MISCONDUCT,  SHALL  THE  COMPANY’S  LIABILITY  EXCEED  THE  AMOUNT  PAID  BY THE  CUSTOMER  IN  FULFILLMENT  OF  HIS OBLIGATIONS.
A liability action can always be barred by back fitting or replacing a defective or substandard product

RETURNING PRODUCTS

Making a request to return products.
Unless  the  Company  has  made  an  error,  products  that  have  been  ordered  and  delivered  may  not  be  returned  without  prior  written  agreement  from  the  Company.  We  recommend  over-packaging  the  product.  The  product  shall  be  returned  at  the  Customer’s  expense,  unless  and  until  it  is  received  in  our  warehouse,  inspected,  and  declared  undamaged  and  in  its  original packaging. The price of the product returned will be reduced by 25% to cover processing and restocking costs.

INVOICING - PAYMENT

The Customer may use the following payment methods:

• Payment by due date according to specific sales conditions
• Payment according to conditions defined when the account is opened, not more than sixty (60) days from the invoice date, by bank transfer.

Minimum invoice: any order for an amount of less than €100 before VAT will be billed a flat fee of €100 before VAT.
Invoices should be paid to our headquarters or our factoring company according to the specific conditions agreed between the customer and our company. 
No matter what the means of payment or address of delivery, no discount will be given for advance payment. Payment instruments must be accepted and returned within forty-eight hours.
In the case of a payment delay not justified by the existence of a dispute concerning the contract or order, the only applicable interest rate shall be equal to three (3) times the legal interest rate. In addition to late payment penalties, a flat-rate fee of forty (40) euros for recovery fees has been due ipso juro since January 1, 2013. The amount of this compensation may be increased if the recovery fees incurred are greater than the amount of the flat-rate fee.
Disputes: court costs shall be borne by the debtor. Late payment of a single invoice shall give us the right to demand, after simple formal notice, immediate payment of any subsequent invoices that may be due, including those with future due dates.
The payment date will be considered past:
If the accepted instrument is not returned before the due date, if payment by this means was agreed.
In the case of staggered payments, if one or more payments are not made until after the normal due date(s). 

TITLE OF GOODS

It is expressly agreed that the Company shall retain the title of products sold until the price of such products has been paid in full, including all related costs and expenses, and even if a payment extension has been granted, in accordance with law 80.335 of 12 May 1980.
If the product is resold, the Customer agrees to immediately pay the portion of the price remaining due. The Customer agrees not to pledge or offer as collateral products for which he has not paid the price in full. In the case of successive orders or partial payment, the products presumed to be un-paid shall be those in the Customer’s inventories.

FORCE MAJEURE

The Company shall not be held responsible for any non-fulfillment of a contract clause if the non-fulfillment is the direct or indirect result of a case of force majeure such as: the advent of any natural catastrophe, fire, strikes at the Company or its service providers or suppliers, imperative injunction from government authorities (ban on imports, ban on exports, etc.), break in supply, etc.
The advent of a case of force majeure shall result in immediate suspension of Contract execution. If the case of force majeure continues for a period of more than sixty (60) days, the Contract shall be terminated at the initiative of the party that is the first to take action.

INTELLECTUAL PROPERTY

Technical documents transmitted to the Customer are protected by intellectual property rights on which the Customer agrees not to infringe.
The documents, drawings, photos and illustrations included in technical documents are not contractual. Brands indicated are the properties of their respective owners, and are used only to identify products. The Company reserves the right to modify the exterior appearance of its products at any time, depending on the availability of supplies.

TOLERANCE

The fact that the Company, at a given moment, does not avail itself of one or more dispositions of these general terms and conditions may not in any way be interpreted as renouncing the right to avail itself of the disposition at a later time, particularly with regard to claiming a late payment.

EVIDENCE

In case of dispute, the parties agree to consider faxes and e-mails as original documents and acceptable evidence, and not to contest this type of proof, except with regard to its authenticity.

ATTRIBUTION OF JURISDICTION

IN CASE OF CONTEST, ANY DISPUTE RELATED TO ANY OPERATION TARGETED BY THESE GENERAL TERMS AND CONDITIONS SHALL BE SUBMITTED TO THE TRIBUNAUX DE  VIENNE  (ISERE,  FRANCE)  WHICH  SHALL  BE  THE  ONLY  COMPETENT  COURT,  even  in  the  case  of  summary  judgments,  incidental  claims,  warranty  claims  or  multiple defendants.
All clauses in these general terms and conditions, as well as all operations of which they are the object, are governed by French law.