Terms of sale

 

GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE

ARTICLE 1: DEFINITIONS

For the purposes of these General Terms and Conditions and the agreements to which they apply:

–       The term “Customer” refers to any person or entity ordering Products and/or Services from Assyst;

–       The term “Consumer Customer” means any natural person acting for purposes that do not fall within the scope of his or her commercial, industrial, craft or liberal professional activity;

–       The term “Deliverable” refers to the result of the Service provided to the Client by Assyst, with the exception of Products;

–       The term “Assyst” refers the company Assyst that invoices the Services or sale of Products to the Customer;

–       The term “Order” refers to the Purchase Order modified or not, and accepted, by Assyst in writing;

–       The term “Product” refers to any product supplied to the Customer by Assyst;

–       The term “Purchase Order” refers to any document used by the Customer to order Products and/ or Services from Assyst. Purchase Order submission implies the acceptance of these General Terms and Conditions;

–       The term “Service” refers to any service provided to the Customer by Assyst.

These terms have the same meaning in both the singular and plural forms.

ARTICLE 2: ORDERS

Purchase Orders must be sent to Assyst by fax, email, post or electronic data exchange.

Purchase Orders submitted by the Customer are only binding once they have been confirmed by Assyst in writing.

Once confirmed by Assyst, each Order is considered firm and definitive and may not be cancelled, modified or postponed without Assyst’s written consent.

Where the Customer is a Consumer, these General Terms and Conditions are communicated or made available to him or her before the Order is concluded. The Consumer is bound by these General Terms and Conditions only after having actually been able to review them before the Order is concluded and after having accepted them. A mere visit to the website, mere interaction with the website or the sole use of services accessible online does not, in itself, constitute irrefutable acceptance of these General Terms and Conditions.

Assyst may not be held liable for any shortcomings, mistakes or other errors in the Customer’s statements.

No modification of the Product specifications by the Customer may be considered accepted without Assyst’s express prior written consent.

The Customer may only transfer the rights and obligations arising from an Order to a third party if said third party has accepted the provisions of these General Terms and Conditions and if the Customer has obtained Assyst’s express consent.

The Customer acknowledges to have checked the suitability of the Products and/or Deliverables to its needs. In case of doubt or need of information, the Customer undertakes to inform Assyst in order to obtain all necessary information on the Products and/or Deliverables so the Customer can order them well informed. 

ARTICLE 3: INTELLECTUAL PROPERTY

Notwithstanding any provision to the contrary, all processes and techniques, as well as all knowledge and intellectual property rights implemented, developed or improved by Assyst in the context of Service performance and/or Product distribution and manufacture, remain its property or that of its suppliers.

ARTICLE 4: PRICES – PAYMENT TERMS

All Orders for Service(s) and/or Product(s) will be payable net and without discount within thirty (30) days of the invoice date, unless otherwise agreed upon in writing by the parties.

Assyst reserves the right (i) to suspend or cease its Service and/or Product delivery, and/or (ii) to require payment in advance of any Order, including any other order, in the event of any non-payment as of the due date.

The Products and/or Deliverables will be the property of the Customer, subject to payment of all sums due by the Customer to Assyst under the corresponding Order.

4.1 PRICES

The price indicated on the Order is considered to be the price that Assyst and the Customer have agreed upon.

Unless otherwise stated on the invoices issued by Assyst, no Customer discount will be granted for early payment of all or part of the sums due.

Prices are net and exclusive of tax.

Unless the parties agree to an Incoterm within the framework of a special contract that derogates from these General Terms and Conditions, any tax, bank charges, customs duties or other charges payable pursuant to regulatory provisions will be borne by the Customer.

Where the Customer is a Consumer, the applicable delivery costs, or the method for calculating them where they cannot reasonably be calculated in advance, are communicated to the Consumer as from the invitation to purchase and, in any event, before the Order is concluded.

If the company is placed under safeguard or receivership proceedings, deliveries will be paid, at Assyst’s discretion, in cash or in advance in accordance with applicable legal provisions.

4.2 LATE OR NON-PAYMENT

Any sum not paid as of the due date:

–       renders all amounts owned to Assyst immediately payable, including those that are not yet due;

–       authorises Assyst to suspend Service performance and/or Product delivery;

–       authorises Assyst to recover Products that have not been paid for;

–       results in the application of an interest rate equal to the main refinancing rate in force of the European Central Bank in force at the due date mentioned on the invoice, plus ten (10) percentage points.

Assyst will invoice the Customer for recovery costs pertaining to all or part of the sums due, it being understood that the minimum recovery fee is forty (40) euros for each invoice.

ARTICLE 5: DELIVERY

5.1 TERMS AND CONDITIONS – TRANSPORT

The Products and/or Deliverables will be delivered to the place indicated in the Order. In the absence of such indications, the Products and/or Deliverables will be delivered FCA (Incoterms 2020).

5.2 DELIVERY TIMES

Delivery of the Products and/or Deliverables will, in principle, be made within the time period indicated in the Order.

Assyst shall do its utmost to respect delivery times. Nonetheless, delivery times are solely given as an indication. Therefore, late deliveries do not justify Order cancellation nor may they give rise to damages. Delivery dates may be postponed due to execution difficulties, an Order change accepted by Assyst, a shortage of raw materials, transport constraints or other reasons. The Customer will be informed of any delays as soon as possible. Compliance with the indicated delivery time is, in any event, subject to faultless cooperation between the parties. In this respect, the Customer agrees to provide Assyst with all necessary Order-related information.

In the event of a Product and/or Deliverable delivery delay due to the Customer, Assyst is authorised to invoice the Customer for costs related to the storage of said Products and/or Deliverables, plus any additional transport costs.

For the Consumer Customer:

Assyst undertakes to deliver the Products within the period indicated when the Order is placed or agreed with the Consumer. If no period is indicated or agreed, delivery shall take place no later than thirty (30) days after acceptance of the Order. If Assyst has not delivered the Products within the agreed period or, failing that, within the statutory period of thirty (30) days, the Consumer may terminate the Order under the conditions provided for by the applicable mandatory provisions. In the event of termination of the Order, Assyst shall reimburse the Consumer for the sums paid, in accordance with the applicable statutory provisions. The delivery date may be postponed, in particular due to difficulties in performance, a modification of the Order accepted by Assyst, a shortage of raw materials, transport constraints or any other reason. Such postponement shall not prejudice the mandatory rights enjoyed by the Consumer Customer in the event of late delivery.

5.3 CONFORMITY

The Customer must check the qualitative and quantitative conformity of the Products and/or Deliverables as soon as they are received.

Should any Products be damaged and/or missing, the Customer must list its reservations and identify the damaged and/or missing Products, as well as their quantities, on the carrier’s waybill and in the presence of the carrier. The Customer must also send, by registered letter with acknowledgement of receipt, confirmation of its reservations to the carrier as well as to Assyst within three (3) working days of receipt of said Products.

Claims for nonconformities that were not discovered within the time limit stipulated above, despite careful examination, must be made in writing and must reach Assyst within fifteen (15) working days of the discovery of said non-conformities and, in any event, no later than thirty (30) days after the Customer has received the Products and/or Deliverables concerned.

It being understood that any claims made once the Customer has resold the Products and/or Deliverables, or has transformed or treated them in any way, are null and void.

If no complaint has been made by the Customer within the deadlines indicated above, this will be considered as an absolute and unconditional waiver of its right.

If the Customer can prove that the Products and/or Deliverables do not comply with the specifications, Assyst may, at its discretion, replace the non-compliant Products and/or Deliverables at its own expense or refund the price paid by the Customer for said Products/Deliverables.

For the Consumer Customer:

The Consumer Customer shall inform Assyst of the existence of a lack of conformity within two (2) months from the day on which he or she detected that defect. Depending on the circumstances and in accordance with the applicable mandatory provisions, Assyst shall repair, replace or reimburse the Product concerned.

The statutory guarantee of conformity for consumer goods applies for two (2) years from delivery of the goods.

ARTICLE 6: WARRANTY – LIABILITY

Risks related to the Products and/or Deliverables are transferred to the Customer upon delivery according to the agreed Incoterm. If delivery is postponed at the request of the Customer, or for any other reason beyond Assyst’s control, risks related to the Products and/or Deliverables will be transferred to the Customer on the initially scheduled delivery date.

Subject to the below mentioned limits, the conformity of the Products with the specifications is warranted during one (1) month starting from the date of delivery of the Products, subject to any other duration indicated in the offer, contractual document or any other document provided by Assyst.

The Products and/or Deliverables are handed over “as is”. Assyst makes no express or implied warranty as to their potential market value or fitness for a particular purpose. The Customer acknowledges that Assyst cannot foresee all the conditions under which Products and/or Deliverables may be used. Consequently, it is the Customer’s responsibility, prior to any use, to carry out its own sampling tests to determine the safety and suitability of the Products and/or Deliverables in relation to its needs. Likewise, it is the Customer’s responsibility to ensure that use of the Products and/or Deliverables for a given purpose, whether alone or in combination with other products complies with the expected needs of the Customer. Assyst shall not be liable for any claim of the Customer on the Products and/or Deliverables, in case the Customer did not carry out the aforementioned tests. Likewise, it is the Customer’s responsibility to ensure that use of the Products and/or Deliverables for a given purpose, whether alone or in combination with other products, is not likely to infringe any pre-existing intellectual property rights. All information communicated by Assyst is given without any explicit or implicit guarantees.

For the Consumer Customer:

The risk of loss of or damage to the Products is transferred to the Consumer only when the Consumer, or a third party designated by the Consumer other than the carrier, takes physical possession of the Products. The mere handing over of the Products to the carrier does not transfer the risk to the Consumer, unless the carrier was entrusted with carriage by the Consumer and that choice was not proposed by Assyst.

The Consumer Customer benefits from the two (2) year statutory guarantee of conformity applicable to consumer goods, under the conditions provided for by the applicable mandatory provisions.

Where Products are subject to an expiry date, a use-by date, a shelf life or specific storage, preservation or use conditions, the Consumer Customer must comply with those indications. The statutory guarantee of conformity does not cover defects resulting from exceeding those indications or from failure to comply with them, unless otherwise provided by mandatory provisions. 

For perishable or consumable Products, or Products intended to be used progressively, the opening, use or partial use of the Product does not preclude the statutory guarantee of conformity where the Product proves to be defective or non-conforming. The Consumer Customer must inform Assyst of the defect within two (2) months from its discovery; if the technical analysis establishes that the Product conforms to the announced characteristics and is in good condition for use, no reimbursement or replacement shall be due, subject to the applicable mandatory rights.

The liability of Assyst is limited for whatever cause, except for the personal injury and gross negligence, to direct damages. In any way, the liability of Assyst is limited to the amount of the Order for the supply of the Products or to twice the amount of the Services performed by Assyst. The liability of Assyst shall in no way cover consequential, incidental, special, punitive and indirect damages, including, without being limited, loss of business, loss of profits, loss of opportunity, commercial loss, revenue shortfall, claims from third parties etc.

The Client undertakes to guarantee and hold harmless Assyst against any third parties’ or its own insurers’ direct and indirect claims related to the fulfilment of our obligations arising from this Purchase Order or any Order resulting therefrom, and which contravenes the conditions and limitation of responsibility of this clause.

 

Assyst is not responsible for any information provided by the Client which is incorrect or is protected by a third party's intellectual property right. The Client remains responsible regarding the result it seeks and for any omission in the information it gives.

 

The Client guarantees Assyst against all the consequences arising from infringement proceedings concerning the use of data or drawings that it transmitted.

 

The Parties expressly agree to exclude any legal warranty, such as the guarantee of latent defects and the guarantee of defective products if the applicable law permit it.

 

Where the Customer is a Consumer, no provision of these General Terms and Conditions has the purpose or effect of excluding or limiting the statutory guarantee of conformity, or any other mandatory right granted to the Consumer by the applicable law.

 

In the event that Assyst or one of its officers, employees or agents is subject to a summons, a court order, or any other request from a state authority or a court of law in the context of legal proceedings against the Customer, the latter shall indemnify and reimburse Assyst for all costs and expenses, including but not limited to reasonable legal fees and court costs, incurred by Assyst and/or one of its officers, employees or agents in connection therewith.

The warranty ceases to be valid automatically:

–       In the event of a damage resulting from improper storage conditions, poor maintenance or lack of maintenance or lack of inspection or incorrect installation made by the Customer or a third party, and in general resulting from any handling that does not conform to the contractual specifications or to the standard practice of the profession;

–       For the defects resulting, either in whole or in part, from normal wear and tear of the Product, from the deteriorations or accidents attributable to the Customer or to a third party;

–       For the defects or non-conformities which have not been subject to an express reclamation by the Customer upon the delivery of the Product according to the dispositions of article 5.3;

–       In the event of any acts or changes on the Products by the Customer or a third party;

–       In the event of a force majeure event ;

–       In the event of any non-payment, even partial.

Where the Customer is a Consumer, the limitations and exclusions provided for in this article apply only to the extent permitted by the applicable mandatory provisions.

ARTICLE 7: SUBCONTRACTING

Unless otherwise stipulated in the Order, Assyst may subcontract all or part of Service performance and Product manufacture and/or supply to a third party with comparable quality standards and bound by equivalent confidentiality rules.

ARTICLE 8: SALES TO INDIVIDUALS

Orders placed by private individuals are subject to Product availability. Notwithstanding any provision to the contrary, the mandatory legal provisions applicable to private individuals who have placed an order shall prevail over the provisions of these General Terms and Conditions.

ARTICLE 9 : WITHDRAWAL

In the context of a distance contract, the Consumer Customer has, unless a statutory exception applies, a period of fourteen (14) calendar days from the day following delivery of the Product to inform Assyst of his or her decision to withdraw, without having to give reasons for that decision.

The Consumer Customer may exercise his or her right of withdrawal either by using the withdrawal form appearing in the appendix or by using the withdrawal button made available on the website.

From the communication of his or her decision to withdraw, the Consumer Customer has a further period of fourteen (14) calendar days to return the Product. The direct costs of returning the Product shall be borne by the Consumer Customer, unless Assyst expressly agrees to bear them or if Assyst omitted to inform the Consumer Customer, before the Order was concluded, that such costs would be borne by the Consumer Customer in the event of exercise of the right of withdrawal.

Any Product to be exchanged or returned must be in its original packaging, labelling and conditioning and must not have been altered. The Product must be returned in the same condition as that in which it was purchased.

Assyst shall reimburse the Consumer Customer within fourteen (14) days from receipt of his or her withdrawal decision, using the same means of payment as that used for the Order.

Without prejudice to the other exceptions provided for by the applicable mandatory provisions, the Consumer Customer does not benefit from the right of withdrawal for Products made to his or her specifications or clearly personalised, or for Products liable to deteriorate or expire rapidly. The exceptions to the right of withdrawal are exclusively those provided for by the applicable statutory provisions, in particular Article VI.53 of the Code of Economic Law. No other exclusion of the right of withdrawal may be invoked against the Consumer.

 

ARTICLE 10: FORTUITOUS EVENTS AND FORCE MAJEURE

The following are contractually assimilated to force majeure and may constitute grounds for the termination or suspension of one of the parties’ obligations: any event that the defaulting party could not reasonably have foreseen or controlled on the date hereof in view of the inevitable, unforeseeable and uncontrollable nature of the event in question, particularly government actions, war, terrorism, raw material shortages, failure on the part of the Parties’ suppliers or subcontractors, transport interruptions, shortages or social actions, viral contamination, epidemics, earthquakes, fire, explosions, flooding, strikes, lockouts, embargoes, fortuitous occurrences, and any other cause beyond the reasonable control of the defaulting party, provided that the party invoking the force majeure event has promptly informed the other party and has made reasonable commercial efforts to avoid or remedy said force majeure event and provided that neither party may be obliged to settle a disruption or industrial dispute. If the force majeure event persists ninety (90) days after notification, either party may terminate the Order by registered letter with acknowledgement of receipt or equivalent, and said termination will take effect immediately.

ARTICLE 11: PERSONAL DATA

In the course of the relationship subject to these General Terms and Conditions, each party may have access to and use the personal data of employees, subcontractors, customers and suppliers (the “Data Subjects”) of the other party (hereinafter referred to as “Personal Data”). Said Personal Data is used to enable the effective functioning of the contractual relationship. The Personal Data retention period must strictly adhere to the time period needed to achieve the above-mentioned purpose. Said Personal Data, whether provided or collected by a party, must be used in accordance with the provisions of the General Data Protection Regulation (“GDPR”). In accordance with the GDPR, Data Subjects have the following rights: access, rectification, deletion, opposition and updating. Under certain conditions, Data Subjects also have the right to portability and limitation of processing. In order to exercise these rights, the Supplier may write to Assyst at the following address: contactGDPR@gazechim.com.

If the Supplier believes that its data protection rights have not been respected after contacting Assyst, the Supplier may submit a complaint to the relevant control authority.

ARTICLE 12: ANTICORRUPTION

Each Party shall ensure that its officers, employees, agents, suppliers, contractors and any other person providing services for or on its behalf do so in accordance with all applicable laws, statutes, regulations and codes related to the fight against corruption, including the Sapin II Law, the duty of due diligence, the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act of 2010.

When the Customer is not the end-user of the Products, the Customer undertakes to share with Assyst all information regarding the end-user and to comply with any aforementioned international applicable regulations.

ARTICLE 13: MISCELLANEOUS

Failure on the part of the Customer or Assyst to exercise a right, on any occasion, does not imply a waiver of the exercise of that right on another occasion.

Except in the case of prior written opposition by the Customer, Assyst is authorised to use the Customer’s name in its commercial references, press releases and advertising leaflets, as well as on its website.

To the extent possible, these General Terms and Conditions will be interpreted in accordance with the law. If any of the clauses of these General Terms and Conditions are declared null and void by a final court decision, the nullity of this clause will not result in the nullity of these General Terms and Conditions: all other provisions will thus remain in force and the nullified clause be replaced by another clause, resulting in the same legal and economic consequences, by mutual agreement.

ARTICLE 14: JURISDICTION AND APPLICABLE LAW

These General Terms and Conditions are to be governed and interpreted in accordance with the law in force at the registered office of Assyst. Application of the provisions of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

In the event of a dispute between Assyst and the Customer arising from or pertaining to these General Terms and Conditions, the parties shall attempt to resolve their disagreement by negotiation during a thirty (30) day period. In the absence of an amicable agreement, the dispute will be submitted to the exclusive jurisdiction of the court of the domicile of Assyst.

Where the Customer is a Consumer, this article may not have the effect of depriving him or her of the protection afforded by the applicable mandatory provisions, or of the applicable mandatory rules on jurisdiction.