General Terms of Sale
PREAMBLE - CORPORATE SOCIAL RESPONSIBILITY
Dedicated to sustainability and responsible commercial practices, FieldTurf Tarkett (a French company whose registered office is 1 Terrasse Bellini, Tour Initiale, TSA 14201, 92919 Paris La Défense Cedex, France) has joined the United Nation Global Compact. FieldTurf Tarkett requires its suppliers and customers to maintain a corporate policy that will respect the commitments of the United Nation Global Compact by applying in their company and to their own suppliers and customers the ten principles of the Global Compact regarding Human Rights, Labour Laws, Environment and anti-corruption. To consult these principles visit the following website: http://www.unglobalcompact.org
ARTICLE 1 - APPLICATION AND OPPOSABILITY OF THE GENERAL TERMS OF SALE
Unless otherwise expressly agreed and signed by FieldTurf Tarkett (hereinafter referred to as “FieldTurf Tarkett”) and the buyer, these general terms of sale (hereinafter referred to as "GTS") constitute the scope of the business relationship between FieldTurf Tarkett and the buyer (hereinafter collectively referred to as the “Parties”). The GTS are sent or given to the buyer to enable it to place an order. As a result, any placed order is subject to the full and unreserved acceptance of these GTS by the buyer, to the exclusion of any and all other documents without contractual value such as brochures or catalogues which are for indicative purpose only. Unless formal written agreement has been provided by FieldTurf Tarkett in writing, no special term appearing in the buyer's documents especially in its general terms of purchase may prevail over the GTS. Any term contrary to the GTS shall therefore not be applicable to FieldTurf Tarkett, irrespective of the time it might have been notified thereof, unless otherwise expressly agreed by FieldTurf Tarkett.
ARTICLE 2 - ORDERS
Orders shall be made in writing. FieldTurf Tarkett shall only be bound by orders taken by its agents, representatives or employees if written confirmation of such orders (herein after “WCO”) has been given by FieldTurf Tarkett to the buyer. From reception of the WCO the buyer shall verify the terms of the WCO and transfer by written notification any potential claim within two (2) business days.
Any amendment or cancellation of an order requested by the buyer can only be considered (i) if notice is received by FieldTurf Tarkett in writing prior to the manufacturing of products, it being agreed that FieldTurf Tarkett shall be free to accept the requested amendment or not. If FieldTurf Tarkett agree for commercial reasons, as an exception, to the cancellation of an order after manufacturing of the products, the buyer represents to pay twenty five percent (25%) of the total amount of the cancelled order to FieldTurf Tarkett, as a participation to the costs suffered by FieldTurf Tarkett such as manufacturing, storage, repackaging, and any and all other costs resulting from the cancelled order. For such, FieldTurf Tarkett will send a mail reminding the application of the present provision prior to the issuance of a credit on the corresponding invoice.
The order is entered into by the buyer and cannot be transferred without the consent of FieldTurf Tarkett.
ARTICLE 3 - DELIVERY
Delivery is made:
- Either at the beginning of the unloading at the buyer’s premises or stipulated warehouses, if the transportation is chosen and organized by FieldTurf Tarkett
- Or, when the goods are placed at the disposal of the buyer at FieldTurf Tarkett's premises if the transportation is chosen and operated by the buyer. In such case, the buyer shall collect the goods delivered without delay. Any and all costs arising as a result of a failure to collect the goods (custody, storage charges, etc.) shall be exclusively borne by the buyer which undertakes simply by placing an order to pay them
- Or, for export, at unloading at the export port of discharge with or without insurance or, according to any other provision as specified on the WCO. In any case, FieldTurf Tarkett shall not be compelled to make the delivery if the buyer has not complied with its payment obligations towards FieldTurf Tarkett, irrespective of the cause.
FieldTurf Tarkett is expressly authorized to make partial deliveries.
In case of express delivery requested by the buyer, the costs resulting from such transportation will be invoiced to the latter.
If, at the delivery, the buyer refuses the delivered products without cause, meaning that, as an example, the buyer has not contested the goods’ conformity with the order, the buyer hereby represents to pay fifty percent (50%) of the total amount of the order refused, as a participation to the costs suffered by FieldTurf Tarkett such as shipping, storage, repackaging, and any and all other costs resulting from the refused order. FieldTurf Tarkett will send a mail reminding the application of the present provision prior to the issuance of a credit on the corresponding invoice.
3.2. Delivery Period
Delivery dates, when mentioned, are indicative, the buyer recognizing that deliveries depend on possibilities of supply, manufacture and transportation.
Therefore, FieldTurf Tarkett shall not be liable if delivery deadlines are not met.
Whatever the date of delivery may be, as defined in Article 3.1., the transfer of risks shall occur upon delivery of the goods to the carrier. The goods and their packaging are therefore forwarded at the buyer's risk.
In the event of damage or deficiency, the buyer shall protect its rights towards the transportation company in compliance with the provisions of Article L.133-3 of the French Commercial Code, and shall simultaneously send a copy of its letter to FieldTurf Tarkett.
ARTICLE 4 – CLAIMS
Without prejudice to the arrangements to be made by the buyer towards the transportation company as stated in Article 3.3 here above, any claim as to deficiencies, characteristics, type of goods supplied shall be made by registered letter with acknowledgement of receipt (or express mail for export) no later than eight (8) days after the goods have been received. Visible defects should be notified immediately and shall at the latest be notified within thirty (30) days from the date of discovery, by registered letter with acknowledgment of receipt (or express mail for export). Should the buyer fail to do so, the goods shall be deemed to be compliant and free from defects.
If the goods are being installed, the installation shall be immediately stopped on the day of discovery of such visible defect, if the buyer fails doing so the warranty shall not apply. Any complaint shall include the delivery slip, the order form and the purchase invoice relating to the product subject of the claim. The buyer shall in addition provide any evidence relating to the facts of its claims, FieldTurf Tarkett reserving the right to carry out, directly or indirectly, any enquiry or inspection. No goods may be returned without the prior written agreement of FieldTurf Tarkett. When a visible defect or a shortage is actually recorded by FieldTurf Tarkett, the buyer may only ask FieldTurf Tarkett to replace the defective goods or deliver the lacking goods, any other form of compensation being excluded. Complaints made by the buyer shall not release it of its payment obligations for the goods concerned.
ARTICLE 5 – WARRANTY - LIABILITY
5.1. Warranty on hidden defects
Any claim relating to any hidden defect shall be made by registered letter with acknowledgement of receipt (or express mail for export) no later than thirty (30) days from its notification by the buyer. If installation is in process, it shall be stopped on the day the default is noticed failing that, no warranty shall apply.
If FieldTurf Tarkett considers the products do not meet the warranty criteria, the latter shall at its sole discretion replace or reimburse all or part of the product in accordance with the terms of the warranty document applying for such product.
No claim regarding goods of a lower or downgraded quality, which are sold “as is”, shall be considered. The professional buyer of the same speciality shall provide evidence of the inspections carried out on receipt of the goods.
FieldTurf Tarkett shall in no event be liable towards the buyer if the goods have not been suitably chosen by the buyer for their intended purpose, or have not been properly used, stored and/or maintained in accordance with FieldTurf Tarkett’s recommendations, or if they have not been used in accordance with the state of the art.
In no event shall FieldTurf Tarkett be liable for any indirect damages such as, but not limited to, economic losses. In any case, FieldTurf Tarkett’s total liability shall in all cases be limited to the amount of the corresponding order.
ARTICLE 6 - PRICE
Prices are in Euro, unless expressly otherwise agreed in writing by FieldTurf Tarkett, net, exclusive of tax and are those in force on the day specified on the WCO.
The applicable prices are communicated by FieldTurf Tarkett each year and upon simple request by the buyer.
The Contract price, delivery and performance dates and any performance guarantees will be equitably adjusted to reflect additional costs incurred by FieldTurf Tarkett resulting from new obligations and/or a change in industry specifications, codes, standards, applicable laws or regulations. Unless otherwise specified, any possible price reduction granted by FieldTurf Tarkett shall only apply to the order to which it relates.
ARTICLE 7 – INVOICING
Each sale will be invoiced by FieldTurf Tarkett to the buyer. The buyer accepts the possibility of partial invoices in line with the deliveries.
FieldTurf Tarkett may invoice any additional cost resulting from additional services related to the products. List of these services is enclosed with the prices list.
ARTICLE 8 – TERMS OF PAYMENT
Unless otherwise expressly specified, the invoices issued by FieldTurf Tarkett are payable net and without discount within a maximum period of thirty (30) days from the date of invoice.
FieldTurf Tarkett shall not be compelled to maintain a payment facility that it might have once granted to the buyer. If the sale implies one or more deliveries, a default in payment for only one of them, or the non acceptance of a bill, may automatically lead, at FieldTurf Tarkett’s discretion, to immediate termination of the sale.
Any default in payment on due date shall by right, without reminder and without prejudice to any possible damages, entitle to:
- The immediate payability of all sums owed by the buyer, including those for which a later due date was initially provided;
- The payability of a late payment penalty on the day following the payment date indicated on the invoice, equal to the rate of interest applied by the European Central Bank in its most recent refinancing operation plus 10 percentage points (rate in force according to the provisions of article L.441-6 of the French Commercial Code);
- A fix sum of 40 euros, and in addition, any and all recovery costs incurred by Tarkett for recovery of the amounts due,
- The right to suspend any delivery; in such a case deliveries will not resume until full payment of the sums due and accrued interest for the delay are made;
- Reserve the right to cancel the sale and to request the immediate return of the goods at the buyer's expenses;
- The right to claim at any moment for return of the goods delivered, the return costs shall be borne by the buyer and the payments already made by the buyer remaining acquired to FieldTurf Tarkett by way of penalty clause;
- The payment by the buyer of any legal costs incurred in any litigation proceedings.
In the event of deterioration in the financial situation of the buyer which threatens FieldTurf Tarkett’s credit/receivables, the latter reserves the right to suspend or cancel orders in progress. FieldTurf Tarkett may also request security or payment in advance, orders in progress being suspended until said security or advance payment is obtained.
Payment shall always be made to FieldTurf Tarkett's address.
ARTICLE 9 - RETENTION OF TITLE
FieldTurf Tarkett retains full title of the goods sold until full payment of the price and the ancillary costs is made.
The provision of a security creating an obligation to pay (bill or the like) shall not be considered as a payment for the purposes of this article.Default in payment on any of the due dates may result in a claim for the integral return of the goods.
Until full payment of the price by the buyer, FieldTurf Tarkett may at any time carry out an inventory at the buyer’s premises to verify that the goods exist in kind and that they are identified as goods belonging to FieldTurf Tarkett.
Notwithstanding the above mentioned provisions, the risks of loss or deterioration of the goods subject to retention of title and of the damage that may be caused thereby shall pass to the buyer upon delivery of the goods as defined in Articles 3.1. and 3.3.
ARTICLE 10 - CONFIDENTIALITY
The buyer shall keep any and all information it may have been disclosed within the scope of the orders confidential.
ARTICLE 11 - MANUFACTURING TOLERANCES - GOODS EVOLUTION
The buyer hereby acknowledges the existence of manufacturing tolerances according to the applicable standards. It recognizes that they differ from one family of goods to another. The same applies to differences in colour between different products and between manufactured products and their samples. These differences and tolerances are expressly accepted by the buyer.
FieldTurf Tarkett may make any changes to its products relating to technical developments. The buyer shall ask for information before placing any orders.
ARTICLE 12 - IMPORTS
All requirements for the importing of goods to the territory or place of delivery agreed with the buyer are deemed to have been fulfilled by the buyer upon sending of the orders. From this time, the buyer shall bear all risks and liabilities regarding an eventual refusal of importation from the customs or other authorities.
ARTICLE 13 - FORCE MAJEURE
Any stoppage in production attributable to difficulties in supply, to shortages of labour and/or materials, to strikes or to disruptions to transportation are expressly accepted as being events of force majeure, in addition to those usually acknowledged as being events of force majeure by French jurisdictions.
Initially, events of force majeure shall suspend the obligations of the Parties. If the event of force majeure lasts longer than one (1) month, the sale may be cancelled by either party by registered letter with acknowledgement of receipt.
ARTICLE 14 – CESSATION OF PAYMENTS – SAFEGUARD, REHABILITATION AND JUDICIAL LIQUIDATION PROCEEDINGS
In the event of a cessation of payments, safeguard, rehabilitation and judicial liquidation proceedings, the buyer shall inform FieldTurf Tarkett thereof immediately by registered letter with acknowledgement of receipt. The same shall apply in the event of the appointment of an ad hoc representative acting for the buyer.
ARTICLE 15 - SEVERABILITY
The Parties expressly agree that if any provision of the GTS is found to be void or unenforceable according to the laws, a regulation or following a final ruling from a competent court, the remainder of the GTS shall not be affected and therefore remain in full force and effect.
ARTICLE 16 - WAIVER
No waiver or delay by FieldTurf Tarkett to assert its rights hereunder shall be construed as a renunciation to assert the same right or other rights in the future.
ARTICLE 17 – APPLICABLE LAW
The GTS are governed by the laws of France, to the exclusion of their rules of conflict of laws. The Parties agree that the Vienna Convention of 11 April 1980 on the international sale of goods shall not apply.
ARTICLE 18 – JURISDICTION
The commercial courts of Nanterre shall have exclusive jurisdiction as regard to any dispute arising out or in connection with the GTS and/or the relation between the Parties, regardless the location of the order, the delivery, the method of payment may be and even in case of a debt guarantee actions or plurality of defendants.
ARTICLE 19 – RESIDENCE DESIGNATION
The Parties elect their respective registered offices as residence.
ARTICLE 20 – LANGUAGE
The GTS are written in a French and English version. In the event of contradiction between the two versions, the French version shall prevail.
ARTICLE 21 – NOMINATIVE DATA
In accordance with the conditions set by Act no. 78-17 of January 6, 1978, relative to information technology, files and civil liberties, FieldTurf Tarkett may have access or collect information regarding the buyer in the context of the business exchanges the Parties may have. These information shall be solely for FieldTurf Tarkett. The buyer may exercise its rights to access and correct data in accordance with the conditions set by Act no. 78-17 of January 6, 1978, relative to information technology, files and civil liberties, by email to the following address: firstname.lastname@example.org.
The GTS cancel and replace any and all previous terms and conditions.
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