NEOSPARE® INDUSTRIES
General sales conditions (GTC)
Terms of Sales
Terms of Sales
November 20, 2019 release
These general conditions of sale cancel and replace all general conditions of sale prior to this edition. They are published on the Internet at https://www.neospare-industries.com.
1 - Scope of the general conditions of sale
November 20, 2019 release
These general conditions of sale cancel and replace all general conditions of sale prior to this edition. They are published on the Internet at https://www.neospare-industries.com.
1 - Scope of the general conditions of sale
1.1. These general conditions of sale apply to all sales of goods and / and services, including those made on our online store NEOSPARE® Eshop on our website https://www.neospare-industries.com , concluded between the Client and the company NEOSPARE INDUSTRIES or the companies in the name and on behalf of which it acts.
1.2. Sales of products and / or services offered by NEOSPARE INDUSTRIES on the NEOSPARE® Eshop online store are exclusively reserved for professionals, no sales will be made to individuals on the website.
1.3. The sale of products and / or services offered by NEOSPARE INDUSTRIES on the NEOSPARE® Eshop online store are exclusively open to Customers from European countries and Switzerland, under the conditions set out in paragraph 5, in particular for the goods listed in Annex IV of Regulation 428/2009 and which are subject to authorization for intra-community transfers.
1.4. Sales outside the online store are open to Customers from any country, under the conditions set out in paragraph 5, by contacting us by our contact email address: contact@neospare.com or by phone at 33 (0) 1 84 13 54 86.
1.5. Consequently, the Customer who orders one or more merchandise (s) and / or one or more service (s) offered as part of a price offer by NEOSPARE INDUSTRIES or offered in the NEOSPARE® Eshop online store, acknowledges having received prior communication of these general conditions of sale, accepts them and thus expressly waives its own general conditions of purchase. The placing of any order by the Customer with NEOSPARE INDUSTRIES therefore implies on the part of the Customer the unreserved acceptance of these general conditions of sale, even if these general conditions of sale are no longer explicitly mentioned below in the context of continuous business relationships.
1.6. NEOSPARE INDUSTRIES formally refuses any modification of its general conditions of sale and in particular refuses the application of the general conditions of purchase of its Customers when they are in contradiction with the general conditions of sale of NEOSPARE INDUSTRIES. The absence of reaction from NEOSPARE INDUSTRIES upon receipt of orders which set out general purchasing conditions in contradiction with these general conditions of sale does not constitute acceptance of these general purchasing conditions.
1.7. These general conditions of sale are also applicable if NEOSPARE INDUSTRIES supplies goods and / or services without making reservations while NEOSPARE INDUSTRIES is aware of unsuitable or non-compliant conditions of use or environment at the Customer's premises.
2 - Price offer, order confirmation, contract
2.1. For any request for a price offer, with the exception of those issued on the NEOSPARE® Eshop online store, it is the Customer's responsibility to provide all the specifications deemed necessary and to communicate all information relating to constraints, both administrative and technical and / or relative to the location of the goods or the performance of the service.
2.2. NEOSPARE INDUSTRIES 'price offers are made without obligation. Any price offer, when it is accepted, is the subject of an order from the Customer implying its adherence to the descriptions of the offer and to any obligations and requirements defined in said offer and / or in the documents referenced therein. .
2.3. Only the acceptance of the order by sending by NEOSPARE INDUSTRIES of a written order confirmation entitled “order confirmation” constitutes commitment on its part. It is specified that an acknowledgment of receipt of an order does not constitute an order confirmation. The order will only be deemed accepted and firm after sending by NEOSPARE INDUSTRIES a written order confirmation thus constituting a contract between the two Parties; the Client and NEOSPARE INDUSTRIES.
2.4. Any order entered on the NEOSPARE® Eshop online store can only be confirmed when full payment of the total amount ordered has been ascertained and the availability of the goods or / and services ordered, at the times indicated, has been verified. Confirmation of an order placed on our NEOSPARE® Eshop must take the form of a standardized e-mail entitled “In process”, which means that your order is confirmed by us and in process. It is the Customer's responsibility to keep this e-mail as well as the contractual information transmitted to it.
2.5. Any order entered on the NEOSPARE® Eshop online store with the selection of the payment option by bank transfer on presentation of a proforma invoice is automatically considered canceled if full payment of the total amount ordered has not been received on our bank account within 15 working days from the date of ordering.
2.6. Any amendment, additional agreement or other modification of a contract thus existing necessarily takes the form of an express and written agreement between the parties.
2.7. The constituent documents of the existing contract between the Customer and NEOSPARE INDUSTRIES include, in decreasing order of priority, the following elements:
1. Order confirmation
2. Price offer and any attachments and any amendments or the price offer summarized on the order when placing orders on our online store NEOSPARE® Eshop
3. Customer's obligations and prescriptions towards the Customer and in particular, in the case of orders on our NEOSPARE® Eshop online store, the legal notices, the general conditions of use (T & Cs) and the notices relating to Data Protection
4. General conditions of sale (GTC)
5. Customer's order and any amendments
6. Client specifications
2.8. Orders placed with NEOSPARE INDUSTRIES are subject to orders processed specifically with NEOSPARE INDUSTRIES suppliers for each of its Customers. Consequently, except as provided for in these general conditions of sale, any order canceled in part or in whole by the Customer, without the prior written consent of NEOSPARE INDUSTRIES, will be invoiced in full to the Customer.
2.9. The minimum order amount is 150.00 euros excluding taxes, ex works (EXW incoterms 2010). Below this, administrative costs apply, unless otherwise stated in the offer.
3 - Price and payment terms
3.1. Unless otherwise specified in the contract, the sale prices fixed therein are payable in the currency indicated therein. Regarding the NEOSPARE® Eshop online store, the selling prices indicated therein are expressed in euros and are payable exclusively in euros. The sale prices, once they have been confirmed by sending the order confirmation, are understood to be net, firm and non-revisable. They are indicated ex works (EXW Incoterms 2010). Sales prices will be increased by value added tax (VAT) at the applicable legal rate. Any change in the VAT rate may be reflected in the prices of goods and / or services as long as they have not been delivered or carried out. These price repercussions can not constitute a pretext justifying a cancellation of the order by the Customer.
3.2. Unless otherwise stipulated in the contract and except for sales on the NEOSPARE® Eshop online store, payment deadlines are 30 days from the date of issue of the invoice. No discount will be granted for early payment. The invoice is established according to the terms defined in the contract and, in the absence of indications, upon receipt of the goods by the Customer or upon provision of the goods for collection by the Customer or as soon as the service has been provided. The payment methods are defined in the price offer and at the latest in the order confirmation.
In the case of orders on the NEOSPARE® Eshop online store, payment of the total amount of the order is due in full immediately upon placing the order. Payment is made either by bank transfer on presentation of a proforma invoice sent by e-mail to the Customer, or by bank card directly on the payment interface of the online store. The commercial invoice is sent to the Customer as soon as the goods are shipped or as soon as the service is provided.
3.3. In the context of the provision of services, when the agreed price is based on hourly rates, invoicing for the time spent is carried out weekly. The time spent is justified by time sheets. If a fixed price is agreed, all the services which are the subject of a specific or additional request from the Client and which do not appear in the description / subject of the contract, will be invoiced according to the time spent.
Unless otherwise agreed, the hourly rates in force on the date the service is provided will be applied. For services provided outside France, foreign taxes, customs duties or any other public taxes paid by NEOSPARE INDUSTRIES and not mentioned in the contract are the responsibility of the Customer.
3.4. The hourly rates are communicated to the Customer when the price offer is presented.
3.5. In the event of serious doubt as to the solvency of the Customer, NEOSPARE INDUSTRIES reserves the right to bring all outstanding debts due, to require advance payment or a guarantee, or to terminate all or part of the order or to '' suspend its execution (see paragraph 4.6.).
3.6. When NEOSPARE INDUSTRIES has several receivables on the Customer, it chooses the one to which the payment should be charged. The Client is not authorized to exercise any right of retention against the receivables nor to proceed to set-off unless his receivable is the subject of an enforceable title.
3.7. In the event of late payment, the total or partial default of payment on the due date will result in the immediate payment of all the remaining sums due and regardless of the method of payment provided. In such a case, NEOSPARE INDUSTRIES reserves the right to claim damages from the Customer, to suspend any delivery of goods and / or execution of a service, or to initiate other actions (see paragraph 4.6.). In addition, the customer will be liable for late payment penalties, which run from the day following the payment date shown on the invoice or, failing that, the 31st day following the date of receipt of the goods or their availability for removal by the Customer or the end of the performance of the service. The interest rate for late payment penalties is equal to the half-yearly key rate applied by the European Central Bank (ECB) to its most recent refinancing operation, increased by 10 percentage points, without prejudice to any other damages. The rate is applied to the amount including tax of the invoice.
The penalties are payable without a reminder being necessary: sending a registered letter is not required to trigger the right to collect late penalties. They are not subject to VAT.
If the Client's activity is subject to the Commercial Code, he will also be automatically liable for a lump-sum indemnity for recovery costs set at forty (40) euros. However, the indemnity does not apply if the Client is in the process of safeguard, reorganization or liquidation proceedings. If the collection costs actually incurred are greater than this fixed amount, in particular in the event of recourse to a firm responsible for reminders and formal notices, additional compensation may be requested upon justification.
As for late payment penalties, compensation is due the day after the due date and is not subject to VAT. Compensation is due in full even in the event of partial payment of the invoice on the due date, regardless of the duration of the delay (it is not due for each day of delay). (Articles L.441-6 and D.441-5 of the French Commercial Code).
4 - Obligations of the Customer, termination of contract
4.1. When providing services on the Customer's site, the Customer will provide NEOSPARE INDUSTRIES at its own expense with any service, material or equipment in accordance with the provisions provided for this purpose in the contract.
4.2. The Customer must take, at his own expense, the necessary measures to protect people and property at the place of performance of the service.
4.3. The customer must inform the NEOSPARE INDUSTRIES site manager of all existing safety instructions, insofar as they are significant for the work to be carried out by NEOSPARE INDUSTRIES staff or by its service providers. The Customer is responsible for respecting the safety instructions. The company NEOSPARE INDUSTRIES undertakes to provide its services while respecting the labor protection directives in force, however, the obligations of the contracting authority according to the decree on construction sites, in particular the development of a construction plan. safety and health and the activity of a coordinator and fire-fighting personnel remain the responsibility of the Customer and the responsibility of the Customer. The same applies to the assumption of obligations of the Customer concerning the law on working conditions or concerning the prescriptions of a professional association in relation to the principles of prevention, safety and health.
4.4. As soon as the goods delivered or made available for collection by the Customer or / and the service provided comply (s) with the contractual requirements defined in the contract, the Customer must proceed to its acceptance and pay the price in the compliance with the conditions and deadlines stipulated in the contract.
4.5. The Customer is entitled to terminate the contract, in whole or in part, by sending a registered letter with acknowledgment of receipt to NEOSPARE INDUSTRIES, in the following cases:
- NEOSPARE INDUSTRIES becomes insolvent or a bankruptcy administrator is appointed for the benefit of its creditors;
- NEOSPARE INDUSTRIES does not respect or does not fulfill, in a substantial manner, its material contractual obligations and no exclusive remedy is provided for by the contract for this purpose; In this case, the Customer may terminate the contract provided that he has previously notified NEOSPARE INDUSTRIES by registered letter with acknowledgment of receipt of the nature of the violation in question and his intention to terminate the contract due to said violation, and that NEOSPARE INDUSTRIES has not, within two weeks of receipt of such notification, either (a) begun to remedy the breach and subsequently continued to remedy it diligently, or (b) provided evidence that such violation did not occur.
In the event of such termination, the Customer must pay NEOSPARE INDUSTRIES the part of the contractual price corresponding to the goods and / or services covered by the order which have already been launched and / or even partially completed. In the event that the Parties cannot agree on the value of the portion of the elements covered by the contract thus terminated, they will appoint an independent expert, who, after analysis, will set the price, taking into account the costs of NEOSPARE INDUSTRIES. relating to the portion of the items covered by the supply in question already launched and / or completed in whole or in part and the corresponding value of the latter for the Customer. NEOSPARE INDUSTRIES will reimburse the Customer for the part of the contractual price already paid corresponding to the goods and / or services covered by the order, not already launched in production and / or not carried out totally or partially, without being liable for any other payment.
4.6. NEOSPARE INDUSTRIES is entitled, at its option, to refuse orders, to demand guarantees, to modify the conditions and terms of payment, to terminate with immediate effect, the contract or any part of the contract, to suspend without putting remains prior to the delivery of the goods and / or the execution of the service ordered, and / or to suspend the execution of its own obligations, this without being liable for any compensation to the Customer, and without prejudice to any other right of NEOSPARE INDUSTRIES, in the following cases:
(a) the Client is subject to a change in legal or financial situation. Such changes in the situation are, for example and without limitation, insolvency, safeguard proceedings or legal proceedings, rental management, the sale of all or part of the company's assets, exchanges of securities, contributions to a company, a merger, a split, a change of control, a termination or reduction of guarantees.
(b) the Client does not comply with one of his substantial contractual obligations, in particular and without limitation, in the event of total or partial default of payment on the due date or of non-compliance with the terms of payment, or in the event of non-compliance with the provisions of Article 5 relating to export control or other substantial reasons.
In the event that NEOSPARE INDUSTRIES opts for termination, the contract may be terminated automatically without payment of compensation to the Client, by sending by NEOSPARE INDUSTRIES a registered letter with acknowledgment of receipt to the Client, if the latter still does not comply not one of its contractual obligations seventy-two hours after the first presentation of a formal notice sent to it by registered letter with acknowledgment of receipt by NEOSPARE INDUSTRIES. As soon as NEOSPARE INDUSTRIES opts for the termination of the contract, NEOSPARE INDUSTRIES will have to be paid for all the elements (goods and / or services) covered by the contract, launched in realization, carried out totally or partially carried out before the termination date, as well as only for additional costs and other prejudices and damages suffered as a result of the termination, in particular and in a non-exhaustive manner the costs of cancellation under subcontracts contracts and / or the expenses of supply and purchases from non-cancellable suppliers, storage costs, transport etc. without prejudice to damages to which NEOSPARE INDUSTRIES could claim.
5 - Export control
5.1. NEOSPARE INDUSTRIES undertakes to respect the rules concerning countries subject to Sanctions.
5.2. NEOSPARE INDUSTRIES undertakes to respect the export control of certain goods, products, components and technologies, implemented by the French State and the countries of the European Union, and in particular to respect the Council regulation on exports. so-called "dual-use" (BDU) goods and technologies aimed at combating the destabilizing accumulation of weapons in certain regions of the world.
5.3. The Customer undertakes to respect and ensure respect for national and international regulations relating to the control of imports and exports or re-exports and to respect the rules concerning countries subject to Sanctions.
5.4 The Customer undertakes to provide NEOSPARE INDUSTRIES, within the allotted time, all documents necessary for the export and import procedure in order to allow the finalization of the export and import process under the best conditions, and in particular all information relating to the end customer, the final destination and the end use of the goods and / or the service provided by NEOSPARE INDUSTRIES. The customer will also provide NEOSPARE INDUSTRIES with all information on any intermediaries and third-party users of the goods and / or services sold and will notify them of this information obligation towards NEOSPARE INDUSTRIES. The Customer will thus provide in particular the end-use certificate and a non-re-export commitment signed by him.
5.5. The validity of the contract is subject, where applicable, to the issuance of the export authorization by the competent authorities and in particular by the French Service for Double Use Goods and / or by the export control authorities of the countries of origin of the equipment covered by the contract. NEOSPARE INDUSTRIES reserves the right to refuse the order, to suspend delivery, and / or more generally not to fulfill its obligations if national or international regulations relating to import or export, to customs obligations, embargo measures or any other sanctions, were opposed to the execution of its contractual obligations.
5.6. The Customer agrees to defend NEOSPARE INDUSTRIES, to indemnify it for all related damages and to release NEOSPARE INDUSTRIES from any liability, concerning claims, remedies, proceedings, actions, fines, losses, costs resulting from non-compliance and / or non-compliance by the Customer with the obligations described above.
6 - Delivery and deadlines