These general terms and conditions of sale are intended to define the conditions under which the Seller agrees to sell its Products and services and constitute the sole basis for commercial negotiation and sales between the “Buyer” and the “Seller”. The Seller is Techniques Chimiques Nouvelles (hereinafter the “Seller”) and the Buyers are professionals. The Products are presented on the Seller’s website. The Buyer must fill out the client form provided by the Seller before the first order.
These GTC apply to any order from the Buyer, regardless of the modalities (written, verbal, digital), and the Buyer acknowledges having read and accepted them before placing the order. By placing an order, the Buyer accepts these GTC notwithstanding any document from the Buyer, except for a formal, express, and prior written waiver from the Seller or specific conditions defined in a contract.
TCN
20, rue des Carriers Italiens 91230 Grigny – France
Téléphone : (+ 33) 01 47 35 07 63 mail : office@color-tcn.com
Site : https://www.techniques-chimiques-nouvelles.com/
Siret: 632 015 111 00057 APE : 2059Z R.C.S : Nanterre 1980B07124
The Seller considers any quote, pro forma, and/or order form signed by the Buyer and accepted in return by the Seller as an order.
The order becomes effective upon receipt of the full payment by the Seller’s bank account for the total amount of the order. Once this payment is received, the order becomes final and cannot be modified or canceled.
The minimum order amount is €150.00 (excluding taxes and transport costs). For orders with a total amount (excluding taxes and transport costs) between €150 and €250, the Seller will apply a handling fee of €50 to process the order.
The acceptance of an order by the Seller is subject to not exceeding a previously negotiated credit limit.
Prices (unless otherwise specified) are FCA Seller’s premises according to the ICC 2020 Incoterms Rules.
Prices are subject to change without notice. The Seller’s invoices are issued according to the rates in effect on the day of delivery. In case of an increase in raw materials and/or their delivery, prices will be increased accordingly without notice.
The payment terms indicated on the Seller’s offers, order confirmations, and contracts are the only valid ones, regardless of those stipulated by the Buyer on the order form.
Any Product made available at the Seller’s premises is considered deliverable and billable. Any Product storage longer than 2 weeks from the initial availability will be billed and include storage costs.
In case of late payment beyond the deadlines set on the invoice, the Seller reserves the right to suspend remaining orders and immediately demand all sums due for all delivered orders. Any unpaid amount will automatically incur an annual interest rate from the due date without prior notice to the Buyer. This annual interest will be equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points. A fixed legal indemnity for collection costs of €40 including VAT will be due in accordance with Decree No. 2012-1115 of 02/10/2012 in case of late payment.
In case of a change in the Buyer’s commercial or financial situation, the Seller reserves the right to cancel the initially agreed payment terms and demand immediate payment of due effects and ongoing orders.
5.1 Delivery Time
The delivery time indicated on the order confirmation is provided as an estimate.
5.2 Delivery
Unless otherwise stipulated in writing and accepted by both parties under any specific conditions, deliveries are considered FCA Seller’s premises (ICC Incoterms® 2020). Delivery occurs when the Products are loaded by the Seller onto the truck ordered by the Buyer.
5.3 Transport
The transport of goods is governed by the INCOTERM (ICC 2020) agreed upon by both parties. If the INCOTERM (ICC 2020) choice is from group F (FCA, FOB), the Buyer undertakes to specify to the Seller the main transport arrangements at the Buyer’s expense and the risks incurred by the Products so that the Seller can adapt the corresponding packaging and its cost.
In the case of an INCOTERM (ICC 2020) chosen from group D, the Buyer undertakes to inspect the condition of the goods upon receipt in the presence of the carrier. In case of suspicion of any damage due to transport, the Buyer must carry out the following two operations:
Immediately and precisely detail your reservations on the waybill or the maritime bill of lading.
Confirm these reservations immediately, at the latest within three days, by registered letter with AR, stating the reasons.
Both of these measures are necessary to enforce the carrier’s liability. These reservations do not justify any delay in the payment of the Seller’s invoices. No action will be taken without the reservations being formulated.
We remind you that when choosing an Incoterm from group C, the Buyer is responsible from the Incoterm risk transfer point (ICC 2020) for anything that may happen to the Products and must declare it to the insurer in case of damage.
No goods may be returned by the Buyer without providing evidence of the reservations made and without having obtained the prior consent of the Seller.
Notwithstanding the application of the retention of title clause specified in Article 8, the Buyer will bear the risk of the Products from delivery FCA Seller’s premises (ICC 2020). The Buyer will also bear the cost of transport insurance from delivery.
The Seller reserves the right to suspend all or part of the ongoing orders, without compensation or other recourse, in the event of force majeure, i.e., without the following list being exhaustive, any event likely to delay or prevent the execution of the Seller’s obligations, notably any accident affecting the production or storage of goods, fire, explosion, flood, drought, and other climatic incidents, machine breakdown, partial or total external strikes, epidemics and pandemics, any civil or foreign war, or other political disturbances and more generally in all cases recognized as force majeure.
In the event of force majeure, the Seller will notify the Buyer, indicating the period during which contractual obligations will be suspended.
The Seller undertakes to provide quality Products, without guaranteeing they will meet a specific use, the Buyer making their own use, without recourse against the Seller for the use and application of the Products.
The Products delivered by the Seller are subject to a contractual warranty of 1 month from the date of delivery. This warranty will cover the non-conformity of the Products to the order and any hidden defect resulting from a material, design, or manufacturing defect affecting the delivered Products and making them unsuitable for use.
Under these conditions, the Seller may choose to replace or refund the products under warranty.
The Products must be checked by the Buyer upon receipt, and any claim, reservation, or dispute concerning apparent defects and non-conformities must be made under the conditions provided above.
The warranty does not apply if the Products have been abnormally used or used under conditions other than those for which they were manufactured, particularly in case of non-compliance with the conditions prescribed in the instructions on the Seller’s website and/or provided by the Seller. It does not apply either in case of deterioration or accident resulting from a shock, fall, negligence, lack of supervision or maintenance, or transformation of the product.
Without prejudice to the provisions to be taken by the Buyer vis-à-vis the Carrier as described in article 5.3 Transport, in case of apparent defects or shortages, any claim, whatever its nature, concerning the delivered products, will only be accepted by the Seller if it is made in writing, by registered letter with AR, within the three (3) days provided above. The Buyer must provide all evidence of the defects or shortages actually found.
The receipt without reservation of the products ordered by the Buyer covers any apparent defect and/or shortage. Any reservation must be confirmed in accordance with the conditions above.
n case of non-conformity or hidden defect, the Seller’s liability can only be engaged up to the sale price EXW factory exit (excluding taxes and any costs of any kind) of the Products concerned on the day of delivery, regardless of the nature of the damage invoked, except for bodily injuries.
The Seller disclaims any responsibility in case of non-conforming use of the sold Products, specifying that the Buyer is solely responsible for the final client’s use.
The ownership of the sold Products will be transferred to the Buyer only when the price is fully paid, specifying that for the purposes of this clause, only the collection is considered as payment.
These provisions do not prevent the transfer to the Buyer, upon delivery, of the risks of loss or deterioration of the sold goods as well as damages they may cause. If the Buyer does not pay the sums due to the Seller by their due date, the Seller may claim, take back, or sell the Products after an unsuccessful formal notice for eight days, with the return and related costs being borne by the Buyer.
If the Buyer is subject to judicial recovery or liquidation proceedings, the Seller will have the right to claim, take back, or sell the Products in accordance with applicable legal or regulatory provisions.
TCN™ being a registered trademark, the sale of its Products and other communication supports is done under the TCN™ brand, exclusive property of the Seller. The Buyer may not present themselves under the TCN™ designation. The TCN™ brand is a registered trademark whose ownership remains exclusively with the Seller.
The know-how of TCN™ remains its property and the Buyer undertakes to respect it.
Engineering, know-how, and all data or technical elements concerning the Products constitute confidential and secret information (“Confidential Information”) belonging to the Seller. All confidential information, commercial documents, techniques used by the Seller, in whole or in part, submitted to the Buyer before or after the order, remain the exclusive property of the Seller.
Confidential information will be kept by the Buyer and may not, without the Seller’s written permission, be provided or disclosed by the Buyer to anyone, except for its employees who must use this confidential information only for the purposes of the sale, inspection, production, and/or incorporation of the Products.
The Buyer undertakes, by any legal means it deems useful, to ensure that this confidentiality obligation is respected by its employees and other agents. The Buyer is responsible for complying with this obligation.
In case of conflict of interpretation between the provisions of these GTC and a translation made in another language, the French version will prevail.
All disputes arising from or in connection with this contract will be finally settled according to the Arbitration Rules of the International Chamber of Commerce, by one or more arbitrators appointed in accordance with these Rules.
If both parties decide not to resort to arbitration, the dispute will be brought before the Commercial Court of Evry (9100) and the applicable law will be French law.
