I. - SCOPE OF APPLICATION
These Terms and Conditions of Sale are applicable to the whole range of products marketed by NOBLURWAY, a Simplified Joint Stock company (SAS), with a share capital of 20,000 euros, with registered offices located at 18 rue Paul Cézanne in Auvers-sur-Oise (95430) – France, and registered with the Trade and Companies Register (RCS) of PONTOISE (France), under no 513 169 409. The sale is deemed complete at the date of acceptance of the NOBLURWAY order. Prior to this date, the Terms and Conditions for sale were provided to the customer, pursuant to article 33 of the amended Order No 86-1243 dated 1st December 1986. Any order supposes unreserved adherence to these General Conditions of Sale, which prevail over all other conditions, to the exception of those which have been expressly accepted by NOBLURWAY.
II. - ORDER
All orders must be submitted to NOBLURWAY in writing in order to be considered, or by fax or any other equivalent technology means that ensures proof or a written agreement. Acceptance of the order by NOBLURWAY shall be deemed complete upon confirmation of receipt of the order, of the acceptance of its conditions and its terms by letter, email or any other equivalent means; the invoice shall be drawn up and sent following the said acceptance, at the earliest opportunity. All orders can be cancelled or amended in its contents by the customer, in writing and until delivery of the goods.
All orders will be considered final as from this date. Any amendments on the part of the customer may lead to additional billing and shall determine a new time of delivery.
III. - DELIVERY – SHIPING
Delivery times are provided for information purposes and without guarantee. Exceeding the delivery time does not allow the customer to cancel the order, to refuse the goods, or to request damages. Save for special terms and conditions specific to a sale, delivery will be made in Noblurway’s premises by direct delivery to the customer, or delivery to a transporter, designated either by the customer or by Noblurway.
The risks of the ordered goods are borne by the customer as from effective delivery, when the goods are delivered to a transporter. It is the latter’s responsibility to exercise his recourse rights against the transporter in case of loss or damage.
IV. - RECEIPT OF GOODS
The client will take receipt of the ordered goods in the premises of Noblurway within 8 days of the notice of availability sent by Noblurway. Beyond this timeframe, NOBLURWAY may cancel the sale, if it sees it fit, without prior notice, pursuant to article 1657 of the Civil Code. Upon reception of the goods, the customer must check the conformity of the delivered goods with the ordered goods, and the absence of apparent defects. If no complaint or reservation is expressed by the customer in this regard, in writing and on the day of receipt of the goods, the said goods may not be returned or exchanged, pursuant to the provisions of article 1642 of the civil Code. In case of an apparent defect, or non-conformity of the delivered goods with the ordered goods identified by the customer on the day of reception, NOBLURWAY undertakes to replace the delivered goods with new and identical goods to the order. The costs incurred by the return and delivery of the delivered goods by new goods shall be solely borne by NOBLURWAY. If the goods are delivered to a transporter, the customer must take care to verify the contents of the parcel upon receipt and in the presence of the carrier, and to record any defects of the goods. In case of defects, the exact nature of the damage should be noted on the shipping receipt, and be confirmed to the transporter by registered letter with acknowledgement of receipt within the 48 hours following delivery, as well as a formal notification to Noblurway within the same delay. General reservations, such as “subject to unpacking” bear no legal value. The non-application of these clauses incurs the liability of the recipient alone, and prohibits any recourse against the transporter.
V. - PRICE AND PAYMENT OPTIONS
The amounts paid upon the signing of a purchase order are a DEPOSIT, pursuant to Legal provisions, and the contract is definitively concluded.
V.1 - Price
Save for special conditions specific to a sale, the prices of sold goods are those that appear on the price conditions at the day of order. These prices are considered fixed and final on the said date. They are provided in euros and before taxes. Delivery costs, including packing, are additional. A discount on the price before tax may be conceded to the customer at the following conditions: where it is agreed in writing and attached to the purchase order, the contract or the invoice.
V.2 - Payment Options
Save for other payment possibilities agreed upon by particular conditions to be specified in writing before delivery, the sale price is due in full upon receipt of the invoice. Payment within 30 days of the date of billing may be granted to the customer after a first order. Under no conditions may due payments be suspended or reduced or compensated without the written consent of NOBLURWAY. Any payments made to NOBLURWAY are deducted from monies due, whatever their object, beginning with the oldest. In the absence of any payment (in part or in full) of the price on its due date, NOBLURWAY may lawfully cancel the sale, 5 days after the issue formal demand remained ineffective, and without prejudice to any damages likely to be requested by NOBLURWAY. Default interests will be due by the customer at the legal rate, upon formal request to pay, in addition to 5% of the amount of the invoice, as a contractual penalty clause. Pursuant to Decree No 2012-1115 dated 2 October 2012, of article 441-6 of the Commercial Code, on 1st January 2013 any professional in a sitaution of payment delays shall be liable for a flat rate indemnity of 40 euros for recovery costs.
V.3 - Billing
NOBLURWAY shall establish, upon receipt of the order, an invoice in two copies, a copy of which shall be issued the same day to the customer. The invoice shall indicate the details provided in article 31 of the amended Order dated 1st December 1986.
VI. - RESERVATION OF OWNERSHIP
The goods are sold with a reservation of ownership: pursuant to the provisions of the Act of 12/5/1980 and of the Act of 25/1/1985 amended on 10/6/1994, NOBLURWAY expressly reserves the property of delivered goods until full payment of the price of sale, costs and accessories. However, the risks are transferred as mentioned above to the client as from delivery of the goods. In the absence of payment by the customer of a fraction of the price at the agreed deadlines, the sale shall be cancelled within 8 days of the formal request for payment by registered letter remained unsuccessful; in this event, NOBLURWAY shall recover the goods if it so sees fit and the amounts paid by the customer shall remain acquired as damages, without prejudice of any restitution request of any amounts received by the customer as payment following a resale. In order to rely on the said clause NOBLURWAY shall let its formal will to recover the goods, be known to the customer or to his/her representative in case of collective proceedings by registered letter with acknowledgement of receipt. Cheques and endorsement letters are not considered as payments until they are effectively cashed in. Until this date, the property reservation clause remains fully effective. These provisions do not bar the transfer upon delivery of the risks of the sold goods, as indicated above. The customer undertakes until hull payment of the price, and under penalty of immediate reclaim of the goods by NOBLURWAY, not to transform, nor incorporate the said products, nor to resell them or pledge them.
VII. - WARRANTY
Sold goods are covered by the legal warranty applicable to hidden defects, in the sense of article 1641 of the Civil Code. The customer has 8 days to inform NOBLURWAY by registered letter with acknowledgement of receipt of any warranty problems, for his/her claim to be acceptable. The said article provides that: « The Seller is liable for any hidden defects of the sold item which make it unsuitable for its intended use, or that diminish the intended use to such an extent that the Buyer would not have purchased it, or for a lower price, had he been aware of such defects.” Damages shall not be due for any indirect damage incurred, in the sense of case law.
NOBLURWAY guarantees sold goods only when they are covered by a warranty issued by the manufacturer. The duration of the warranty may vary according to the type of goods and its place of manufacture. NOBLURWAY shall issue before any order, and upon request of the customer, any information pertaining to the duration of the warranty of the purchased goods.
VIII. - COMPETENT JURISDICTION – APLLICABLE LAW
Any disputes relating to the interpretation and the execution of these Terms and Conditions for the Sale of goods shall exclusively be brought before the Commercial Court of PONTOISE (France). The applicable Law is French Law, including the Vienna Convention of 1980 on the international sale of goods.