General Terms and Conditions of Sale
of Novéo Company
Preamble
Novéo, a simplified joint-stock company whose registered office is located at Lieu-dit "ZA Tournebride 2", RD965, 44880 Sautron, France, and registered with the Nantes Trade and Companies Register under number 795 257 476, is a distributor of equipment for the restaurant, hotel, and food industries (hereinafter referred to as the "Products").
These General Terms and Conditions of Sale, hereinafter referred to as "GTC", constitute, in accordance with Article L 441-1 of the French Commercial Code, the foundation of the commercial relationship between the parties.
They apply, without restrictions or reservations, to professional buyers, hereinafter referred to as "the Client", wishing to purchase the Products offered for sale by Novéo, hereinafter referred to as "the Seller", for their professional activity, regardless of any clauses that may appear in the Client's documents, including their general terms and conditions of purchase. The GTC take precedence, unless expressly and previously accepted by the Seller, over all purchase conditions or other contractual terms appearing in the Client's commercial documents.
Novéo reserves the right to modify these GTC at any time. Any modification is immediately applicable to new orders. Objectively defined categories of Clients may be subject to specific general terms and conditions of sale, depending on negotiations conducted with these categories of Clients. For these categories of Clients, specific terms of sale define prices that are unique to them and may differ from the indicative prices listed in the catalog. The fact that the Seller does not invoke any of the conditions of these GTC at a given time cannot be interpreted as a waiver of the right to invoke any of these conditions at a later time.
1. Purpose
The Seller sells its Products exclusively to Clients who are professionals.
It is the sole responsibility of each Client to use their internal expertise or third parties of their choice to: define their needs, prepare a specifications document, select the equipment based on its technical characteristics, conduct the necessary tests and inspections, and ensure the physical environment of the equipment. The Client therefore considers themselves sufficiently competent to deal with the Seller.
The Seller's sole and exclusive obligation, which Clients expressly acknowledge and accept, is to supply the ordered Products.
2. Orders and Execution
Any order placed with the Seller is final and subject to the payment terms defined by the Seller and communicated when the quote is sent. In the event of confirmation and acknowledgment of receipt of the order, only the terms of the confirmation or acknowledgment of receipt of the order shall be binding on the Seller.
The unavailability of a Product due to stock shortage or its removal from the catalog shall not result in the cancellation of the entire order and shall not entitle the Client to any compensation, such as loss of business, from the Seller.
However, in such a case, the Seller agrees to provide the Client with a credit or refund for the Product(s) that could not be supplied.
The benefit of the order is personal to the Client and cannot be transferred without the Seller's consent.
3. Prices
The Products are provided at the price set based on the Seller's price list in effect at the time of receipt of the order, expressed in euros and taking into account the applicable VAT rate on the day of receipt of the order. Prices are net, excluding transport and packaging. Discount conditions and rates will be communicated by the Seller to the Client upon request.
4. Payment Terms
4.1 Payment Methods
The Seller's invoices are payable in cash unless specific payment terms have been established in writing. If agreed, deferred payment will be specified on the invoice.
No discount will be granted for early or cash payment unless expressly agreed by the Seller. Invoices are payable by check, bank transfer, or credit card at the Seller's registered office, in such a way that the Seller receives the funds on the due date.
4.2 Late Payment
4.2.1 Early Maturity
Any amount not paid by the due date specified on the invoice will automatically, as of the day following the due date indicated on the said invoice, incur penalties equal to three times the legal interest rate. Late payment penalties are payable without the need for a reminder.
A fixed indemnity of €40 is also due for collection costs in accordance with Articles L.441-6 of the French Commercial Code and D.441-5 of Decree No. 2012-1115 of October 2, 2012.
Unless otherwise agreed, the amount of these late payment penalties will be automatically deducted from any discounts or rebates granted by the Seller.
Late payment may also result in the suspension of current orders and deliveries, the withdrawal of any payment deferral option mentioned above, and the repossession of the Products as provided for in Article 12 (Retention of Title Clause).
4.2.2 Penalty Clause
In addition, as a penalty clause, the amounts still owed may be increased without prior notice by a penalty equal to 20% of their amount excluding tax.
4.3 Termination Clause
In the event of non-payment under the conditions defined above, the Seller may automatically terminate these general terms without notice or other formalities.
5. Delivery Terms
5.1 Modalities
Delivery takes effect at the time the Products are collected:
- by the Client at the Seller's store, or
- by the carrier, in the case of delivery, whether from the Seller's store or the Seller's supplier's warehouse.
To collect the Products at the Seller's store, the Client must schedule an appointment. Merchandise pick-ups take place from Monday to Friday during business hours.
When the Products are delivered to the Client by a carrier, they are deemed to have been transported on behalf of the Client, who is responsible for any loss, damage, or delay during transport.
Any transport service ordered by the Seller can only be done on behalf of the Client, who may choose to arrange their own transport. By accepting the quote, the Client waives any recourse against the Seller in the event of transport damage. The Client's acceptance of the machine, without prior reservation, constitutes acceptance of its packaging for the transport task entrusted.
For information, shipments, even if freight prepaid, are made at the recipient's risk, who must, in the event of damage or loss, pursue a claim against the last carrier with detailed reservations on the delivery note, confirmed by registered letter with acknowledgment of receipt within three (3) days, failing which the Client is deemed to have accepted the delivered Products (Article L.133-3 of the French Commercial Code). Delivery is made to the curbside at the Client's delivery address, without any handling or installation. The Client must transport the items correctly to their final location. The Seller assumes no liability for any assistance provided by the carrier or our staff.
5.2 Delivery Times
The delivery times specified by the Seller are always indicative based on an average expected time. Delays in delivery cannot give rise to damages, penalties for delay, retention, or cancellation of ongoing orders.
In the event of a stock shortage of one or more ordered Products, the Seller may proceed with partial delivery of available Products without penalties.
5.3 Transfer of Risks
The transfer of risks occurs on the delivery date as defined in Article 5.1.
Consequently, once the Products leave the Seller's store or, where applicable, the Seller's supplier's store, the Products are under the Client's responsibility, who then assumes all risks of loss or damage and takes out the necessary insurance.
5.4 Transport Costs
Except in cases where the Seller agrees to bear the transport costs and specifies this on the order acknowledgment, the transport terms are defined by the Client, and the transport costs are borne by the Client.
5.5 Receipt of Products
The Client must verify upon receipt that the delivered products conform to the ordered products and are free from apparent defects.
Without prejudice to any actions to be taken against the carrier under Article L.133-3 of the French Commercial Code, any reservations or refusal of delivery of the Products by the Client for damage, loss, or non-conformity of the delivered Products with the delivery note must be made in writing and precisely noted on the delivery note and the transport note. The Client must provide all evidence of the anomalies observed. A detailed claim must be sent to the Seller (the accounting manager in charge of the relevant account) by registered letter with acknowledgment of receipt within a maximum of seven (7) days following delivery.
The refusal of Products upon delivery by a Client may be considered abusive if the Client cannot justify the reality of the anomalies invoked on the delivery note and the transport note. In the case of abusive refusal of Products, the Seller may claim compensation from the Client for the actual return costs incurred. If no reservations are made within seven (7) days of delivery, the Products will be deemed to conform to the order and the specifications, and the request for VAT exemption will be definitively denied.
6. Product Returns
No Product returns will be accepted without the express and prior consent of the Seller, who must be informed of the Client's return request within a maximum of seven (7) working days from delivery.
This request must be made by fax or email and must include: the delivery note or invoice number, the Product reference and quantity, the exact reason for the request, the condition of the Product, and the Product's serial number. The Client must attach to the returned Products: a return number issued by the Seller's support service and a copy of the delivery note.
Product returns can only be authorized in the following cases:
- in case of non-conformity of the delivered Products with the order form (products different from those ordered or products delivered in addition to those listed on the order form);
- in case of material or manufacturing defects reported under the conditions mentioned above and acknowledged
No return of Products will be accepted for Products that required a specific order from the manufacturer.
The Client will return the Products at their own expense and risk, complete, in their original packaging, and with the user manuals, accompanied by a photocopy of the delivery slip and the return number. No return will be accepted after a period of eight (8) days from the date of the Seller's express and prior agreement. Any return accepted and justified by reasons attributable to the Client will result in the invoicing of administrative management fees of fifty (50) euros to the Client.
7. After-Sales Service
Before any intervention by the Seller on the delivered Products, whether carried out on the Client's premises, at the Seller's location, or at the central workshop of the supplier, the Client must approve a quotation specifying the cost of the intervention (billing for the technician's time, travel, cost of parts and supplies).
The Intervention Form is the contractual document between the Client and the Seller. It notably indicates the hours worked, the hourly rate billed, the travel cost billed, the work performed, and the parts replaced. When possible, the cost of the replaced parts is indicated, and payment is made immediately. Once the Intervention Form is signed by the Client, the requested services are deemed to have been correctly executed. It is the Client's responsibility to delegate a duly qualified representative for this signature.
8. Manufacturer's Warranty
The Seller reminds that, as a reseller, they act as an intermediary between the manufacturer and the Client. Consequently, the Products sold by the Seller are warranted under the conditions determined by the manufacturer or their representative in the French territory and communicated to any Client upon request.
To benefit from this warranty, the Client must immediately notify the support service, by any written means, of the alleged defects.
9. Seller’s Liability
The Seller is only responsible for delivering the Products in accordance with the purchase order.
Under no circumstances can the Seller be held liable for:
(a) indirect or immaterial damages such as loss of production, loss of business, loss of opportunity, loss of data, financial or commercial damage resulting directly or indirectly from the damage incurred due to the use or malfunction of the delivered Products,
(b) damages related to delayed delivery, shortages, or damage,
(c) damages related to non-compliance with the Client’s needs,
(d) damages due to a cause beyond the Seller’s control, or
(e) damages occurring to equipment loaned by a manufacturer for a test period or induced by such equipment.
ROHS Directive: The Seller markets equipment or components in accordance with the ROHS directive.
10. Disposal of Waste from Electrical and Electronic Equipment
Since the equipment sold is professional electrical and electronic equipment, covered by decree no. 2005-829, the Client declares to be informed and assumes responsibility for the financing and organization of the disposal of all waste from electrical and electronic equipment purchased from the Seller (collection, treatment, recovery).
The Client declares having taken note of:
- article L.541-1 of the Environmental Code, which establishes the principle of producer responsibility for waste from electrical and electronic equipment sold;
- the possibility of refusing all or part of this transfer of responsibility as well as negotiating the financial terms.
The Client declares that the equipment purchased from the Seller was acquired for their own use, or formally commits to informing the Seller in writing of their intention to resell the equipment and to provide the Seller with a list of the Clients to whom the equipment was resold by registered letter with acknowledgment of receipt within a maximum period of one (1) month from the resale date. Failing this, the Client will be deemed to be the end-user of the equipment in question.
11. Force majeure
The Seller shall not be held responsible for the non-performance of its obligations under these terms (i.e., Product deliveries or the normal execution of the sale), nor for any damages resulting from unforeseen circumstances or force majeure as defined by Article 1218 of the Civil Code as interpreted by French courts and tribunals as an event beyond the reasonable control of the Seller.
It is specified that, without being exhaustive, the following are considered as force majeure or unforeseen circumstances under these GTC: fire, explosion, flood, or natural disaster, wars or actions by personnel of manufacturers, suppliers, or subcontractors, riots, epidemics, terrorist acts, total or partial interruption or slowdown of transportation, shortage of raw materials or energy, incidents and accidents, and any causes leading to unemployment of all or part of the personnel of manufacturers or suppliers, delay in delivery by manufacturers, suppliers, or subcontractors, compliance with new laws or regulations, embargo, unpredictable market developments, stock shortages, etc. In such cases, if the event lasts more than fifteen (15) days, the Seller may suspend or terminate the contract between the parties. Force majeure does not suspend payment for Products already delivered. Force majeure excludes any penalties for delay and other damages for the debtor.
12. Retention of Title
The Seller retains ownership of the Products sold until full payment of the entire price, including principal and ancillary costs. Payment is only considered made upon final collection of the payment instrument and not merely upon its delivery. Until this date, and from the time of delivery, the risks are transferred to the Client, who assumes responsibility for any damages the said Products may incur or cause for any reason.
In the event of non-payment of the full price of the Products, including principal and interest, the Seller may, at any time, reclaim the Products from the Client. The Seller may also reclaim the unpaid merchandise from the sub-purchasers or demand direct payment from them. Failure to pay any installment may result in the claim of the goods. Until full payment of the price, the Client may not pledge the Products, exchange them, or transfer them as collateral.
Delivered Products not yet fully paid must be kept separate and not mixed with other products. In the event that the Products have been sold to a third party acting in good faith, the right of claim shall then apply to the price collected by the Client.
The initiation of collective proceedings on behalf of the Client does not prevent the Seller from reclaiming the Products. In such a case, the Client undertakes to actively participate in the inventory of the Products in stock for which the Seller claims ownership. Failing this, the Seller shall have the right to have the inventory taken by a bailiff, at the Client's expense. In case of partial payment, it will first be applied to late penalties, interest, and the oldest claims.
13. Intellectual Property
The Seller retains all industrial and intellectual property rights related to its company name, trade name, brand, Products, photos, and technical documentation, which cannot be shared or used without written authorization.
The Seller may, with the Client’s consent, take photographs of the purchased Products directly or indirectly at the Client's premises.
The Client expressly and without charge authorizes the Seller, and more generally all companies within the ECF group to which the Seller belongs, to capture, reproduce, and communicate the photographs to the public. The photographs may be used and exploited in any form and on any known or unknown media, worldwide, without time limitation, in full or in part, including but not limited to: websites, social networks, blogs, emails, catalogs, brochures, press, books, postcards, exhibitions, advertisements, public screenings, contests, and others.
This exploitation and use are intended for advertising, informational, and communication purposes concerning the photographed Products.
In particular, within the framework of exploiting and using these photographs, the Client authorizes ECF group companies to include in their client reference list: the Client’s company name, trade name, brand, logo, or address, for the duration of the commercial relationship. The Client may, at any time, request the Seller to cease this reference without providing justification and without compensation. Under no circumstances can the Client claim any compensation from the ECF group companies for these photographs and the use of the aforementioned Client data.
14. Personal Data Protection
In the context of executing commercial relationships, the Seller and the Client (the Parties) may process personal data of the other Party’s employees. Each Party, as the data controller, undertakes to respect the confidentiality of this data in accordance with the obligations arising, in particular, from the “Informatique et Libertés” Law No. 78-17 of January 6, 1978, as amended, and the General Data Protection Regulation No. 2016-679 of April 27, 2016.
Thus, the Seller processes personal contact data, including the identity, contact details, and position of the Client’s employee, within the framework of solicitation, Client relationship management, after-sales service management, Client satisfaction management, and loyalty management.
Each Party notably agrees to inform its own employees of the processing of their personal data by the other Party, in accordance with Article 14 of the GDPR.
15. Entire Agreement
A change in legislation, regulation, or a court decision rendering one or more clauses of these GTC null and void shall not affect the validity of the remaining GTC.
If a condition is not explicitly mentioned, it will be considered as governed by the practices in force in the distance selling sector, whose companies are headquartered in France.
16. Language and Equipment
The instruction manuals for the equipment sold by the Seller are provided in English/French or any other language depending on availability from the manufacturer, without any recourse by the buyer against the Seller on this account.
17. Jurisdiction - Applicable Law - Election of Domicile
These general conditions are subject to French law.
In the event of a conflict of laws, French law will apply. Any dispute of any nature whatsoever related to this contract shall fall under the exclusive jurisdiction of the Commercial Court of Nantes, even in the event of a warranty claim or multiple defendants.
SAS NOVÉO
Share Capital of 62,685 euros RCS NANTES 795 257 476 APE 4690Z
Registered Office: Lieu-dit “ZA Tournebride 2”, RD965
44880 SAUTRON