TOS & TOP

TERMS OF PURCHASE

ARTICLE 1 – ACCEPTANCE OF THE GENERAL CONDITIONS

These terms of purchase (TOP) apply to any order for goods or to the provision of services made by TECHNOMARK if they appear on the order form. By accepting an order from us, the supplier accepts without reservation, by the same token, these general terms of purchase.

ARTICLE 2 – ORDER

Only our purchase order document drawn up by authorized persons will be binding on TECHNOMARK. The supplier or subcontractor must return us a signed order acknowledgement confirming the price and deadlines by fax, mail, or email within 48 to 72 hours. After this period, the order is considered accepted by the Supplier in all the special conditions. After this period, TECHNOMARK reserves the right to cancel it without giving the Supplier or Subcontractor the right to any compensation.

ARTICLE 3 – MODIFICATION OF THE ORDER

After sending the order, TECHNOMARK reserves the right to modify the quantities and/or specifications. TECHNOMARK must inform the supplier or Subcontractor in writing. The latter must make known his acceptance or refusal within two calendar days of receiving the information. If no response is received within this period, the supplier will be deemed to have accepted the changes.

ARTICLE 4 – PRICE

We do not accept any reservations or price changes unless they have been expressly accepted in writing by TECHNOMARK. Prices are understood to be carriage and packaging paid.

ARTICLE 5 – DEADLINE

In the event of a delay in one of the contractual deadlines set out in the order and validated by both parties, the Supplier will pay penalties equal to 0.5% per working day of the late batch of goods, after one working week. The amount of these penalties is limited to 5% of the price of the late batch of goods. TECHNOMARK reserves the right to modify the delivery dates and delivery quantities per month of scheduled orders (in accordance with the quantity requested) of all or part of the goods, subject to three weeks’ notice. For early deliveries earlier than requested and without an agreement accepted in writing by TECHNOMARK, the latter reserves the right to return the goods to the seller at its expense or to withhold payment until the applicable contractual date.

ARTICLE 6 – TRANSPORT/SHIPPING

Unless agreed in writing, the supplier will bear the costs related to the transport and packaging of the goods until acceptance of the goods by TECHNOMARK or any subcontractor appointed by TECHNOMARK. The goods must be perfectly packed by the supplier such that they do not suffer any deterioration during transport and storage. The supplier is required to enclose with the shipment in a sleeve stuck on an external face of the packaging, a delivery note in duplicate, indicating: the quantity, the description, the product reference, and the order number. Surplus goods may be returned to the supplier at their own risk and expense.

ARTICLE 7 – PAYMENT

Our payments are made after receipt and acceptance of the goods. Invoices must be dated the month of receipt of the order at TECHNOMARK and must include all the information provided for in the Commercial Code. Settlement takes place 45 days end of month unless otherwise negotiated between the parties.

ARTICLE 8 – INTELLECTUAL PROPERTY AND MATERIALS

May not be reproduced in whole or in part, nor communicated to third parties without their authorization:

– the drawings, plans and specifications provided by TECHNOMARK for the execution of orders. These documents must be returned to TECHNOMARK at the first request, without having been copied. They can only be used for the manufacture of parts or assemblies ordered by TECHNOMARK and can only be destroyed with its agreement.

– Moulds, tools, models, and other prototypes made in whole or in part from TECHNOMARK specifications. The tools and moulds must be marked as the exclusive property of TECHNOMARK. They can only be destroyed with the agreement of TECHNOMARK.

ARTICLE 9 – GRPD LAW: GENERAL RULES FOR THE PROTECTION OF PERSONAL DATA

TECHNOMARK applies Law 2016/679/EU relating to the GRPD and is therefore likely to collect personal data about you when processing your orders. This processing is systematically carried out as part of the execution of a contract. The recipients of your personal data are the departments in charge of marketing, promotion, and sales administration. We keep this data for the duration of the contract, then for statistical and archiving purposes. In accordance with the applicable regulations on the protection of personal data, you have a right of access, rectification, opposition, limitation of processing, erasure and portability of your data which you can exercise by email to the address rgpd@technomark.fr ; or by mail to the address: 1 Allée du Développement, 42350 La Talaudière specifying your last name, first name, address and attaching a copy of both sides of your identity document. In the event of non-response from TECHNOMARK within a legal period of one month, you can file a complaint with the CNIL or any other competent authority.

ARTICLE 10 – QUALITY AND SUPERVISION

The supplier is responsible for the quality of the products and/or services and sets up an appropriate quality control and management system.

TECHNOMARK reserves the right to require from the supplier the establishment, before each shipment, of a control sheet of the goods in accordance with TECHNOMARK’s requirements (e.g.: measurement survey, dimensional control, etc.). The delivered goods must comply with the specifications, plans, and all documents defining the goods ordered which have been made available to the supplier. No technical modification, even minor, should be made without the written consent of TECHNOMARK. In particular, the supplier must notify us of any transfer of manufacturing, the use of new tools or a new process.

We reserve the right to delegate a representative of TECHNOMARK to monitor the execution of our order as part of the order or to carry out sampling. Free access during working hours and to all facilities to fully fulfil its mission must be guaranteed.

ARTICLE 11 – GUARANTEES, CLAIMS AND RESPONSIBILITY

The supplier guarantees TECHNOMARK that the goods delivered, or service performed comply with the order placed, with the specifications and are free from any defect (hidden or apparent) or fault.

In the event of non-conformity or defect, TECHNOMARK will have the possibility:

  • To cancel the order and obtain a refund if necessary
  • To request the free replacement of the product by a compliant product
  • To request repair of the defect at the expense of the supplier
  • To make an exceptional exemption for minor defect

Unless otherwise provided in the order, the warranty period is twenty-four (24) months from receipt of the products. Any part replaced, repaired, or corrected will be subject to a new warranty period of 24 months from the date of replacement, repair, or correction.

ARTICLE 12 – ASSIGNMENT TRANSFER SUBCONTRACTING

The supplier may not subcontract, assign, or transfer all or part of an order to third parties or change the manufacturer or subcontractor without the prior written authorization of TECHNOMARK. In the event of a change in direct or indirect control of the supplier or transfer of assets contributing to the performance of its obligations that could cause prejudice to TECHNOMARK, the latter must first seek the express agreement of TECHNOMARK to continue their commercial relationship. In the absence of such an agreement, TECHNOMARK reserves the right to terminate the contract and/or the order from the completion of the operation without the supplier being able to claim the payment of any compensation.

ARTICLE 13 – ENVIRONMENT

The products must comply with the laws, regulations, and standards in force in the European Union in terms of environmental protection. When designing the product and its packaging and/or choosing materials, the supplier undertakes to take all necessary or useful measures to meet legal or regulatory requirements for environmental protection.

ARTICLE 14 – CONFIDENTIALITY

The supplier undertakes for itself, its staff, and its subcontractors for which it responds to ensure the strict confidentiality of all information concerning us, which it may have collected in the context of its relations with TECHNOMARK. If the supplier has a confidentiality agreement, they should refer to it. In no case and in any form, orders may give rise to direct or indirect advertising to third parties without the prior written consent of TECHNOMARK. In the event of violation of this clause, TECHNOMARK may terminate the order(s) in progress.

ARTICLE 15 – INSURANCE

The supplier is bound to TECHNOMARK, in his capacity as specialist and man of the art, of the obligation of advice and information. The supplier acknowledges being insured against all risks that may arise in connection with this order.

ARTICLE 16 – APPLICABLE LAW

The general conditions of purchase are subject to French law.

ARTICLE 17 – DISPUTES

For all disputes concerning these, the parties give jurisdiction to the Commercial Court of Saint Etienne (Loire), even in the event of multiple defendants or call in warranty.

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TERMS OF SALES

ARTICLE 1 – APPLICATION OF THE GENERAL TERMS OF SALE (TOS)

These TOS are systematically sent or given to each buyer to enable him to place an order. Consequently, placing an order implies the buyer’s full and unreserved acceptance of these TOS to the exclusion of all other documents which are only indicative (prospectus, catalogues, etc.).

No condition can, except with formal and written acceptance of Technomark, prevail against the TOS. These TOS shall prevail over any possible purchase condition of the purchaser appearing on any order form or any other document. Any clause or condition to the contrary will be considered void.

ARTICLE 2 – ACCEPTANCE

The commitments made by an intermediary or one of our representatives are not final until they have been confirmed by our order acknowledgement. Any disagreement on the terms of this order acknowledgement must, to be taken into consideration, be expressed within SEVEN (7) days from the date it is sent.

ARTICLE 3 – ORDER

Unless otherwise stipulated, offers made by Technomark are only effective for thirty (30) days following their establishment. They can in no case be considered as firm or definitive or bind Technomark, the order being validly placed only by an order form of the buyer identical to the offer and confirming it in all its elements (product, price, quantity, deadline, etc…). Technomark is in no way responsible for delays, interruptions or difficulties encountered by the parties in their correspondence and communications (letters, faxes, e-mails, etc.).

ARTICLE 4 – CANCELLATION – MODIFICATION OF ORDER

Any modification of an order accepted by Technomark must receive expressly and in writing the agreement of Technomark, which reserves the right to review the conditions previously granted.

Without the prior express written consent of Technomark, no order cancellation, even partial, will be validly carried out. In the event of cancellation, this will give rise to compensation, knowing that the deposit paid will remain acquired by Technomark.

ARTICLE 5 – PRICES

Unless otherwise clearly indicated stipulations in the special conditions of our acknowledgement of receipt of order, our prices are established exclusive of taxes, transport and insurance costs and bear taxes at the rate in force at the time of the chargeable event.

ARTICLE 6 – DEADLINE

Our delivery times are only indicative. Under no circumstances can a delay give rise to cancellation of an order, penalties, or damages.

Technomark reserves the right to deliver in advance of the requested deadline.

ARTICLE 7 – GUARANTEE

Unless otherwise specified on our order acknowledgement, our equipment is guaranteed for ONE (1) year from the date of provision of the equipment. This guarantee consists of the free replacement by us of parts recognized as defective, except for subassemblies supplied externally for which the supplier’s guarantee is applied. This warranty does not apply in the event of a defect resulting from normal wear and tear of the products, abnormal use, maintenance that does not comply with the prescriptions or the rules of the art, unsuitable storage conditions, an environment not suitable for the products, excessive use of equipment or non-compliance with the use and/or connection instructions.

Any repair carried out under warranty and causing immobilization, can in no case give rise to an extension of said warranty.

ARTICLE 8 – LIABILITY (LAW 90.335 OF MAY 12, 1980)

Our liability is strictly limited to the obligations defined by the order and these general terms of sale. Technomark can only be held responsible for reimbursement of defective equipment, regardless of the nature or extent of the defect or alleged breach.

Under no circumstances will Technomark be held responsible for any indirect and/or immaterial damage, such as loss of revenue, loss of profit or loss of production.

ARTICLE 9 – GRPD LAW: GENERAL RULES FOR THE PROTECTION OF PERSONAL DATA

Technomark applies Law 2016/679/EU relating to the GRPD and is therefore likely to collect personal data about you when processing your orders. This processing is systematically carried out as part of the execution of a contract. The recipients of your personal data are the departments in charge of marketing, promotion, and sales administration. We keep this data for the duration of the contract, then for statistical and archiving purposes. In accordance with the applicable regulations on the protection of personal data, you have a right of access, rectification, opposition, limitation of processing, erasure and portability of your data which you can exercise by email to the address rgpd@technomark.fr or by mail to the address: 1 Allée du Développement, 42350 La Talaudière specifying your last name, first name, address and attaching a copy of both sides of your identity document. In the event of non-response from TECHNOMARK within a legal period of one month, you can file a complaint with the CNIL or any other competent authority.

ARTICLE 10 – TRANSPORT – DELIVERY

All goods are shipped postage and packaging at the expense of the buyer (ex-works EXW) unless special conditions accepted by Technomark.

The buyer bears all risks and perils relating to the goods from delivery. Therefore, he must insure them and answer for them exclusively.

The buyer is responsible for checking the condition of the goods upon delivery. No recourse may be exercised against Technomark, the forwarder or the carrier, for loss, damages or damage to the goods if reservations for deterioration visible on receipt have not been formulated with the carrier, and if this reservation having probative force irrefutable has not been sent to the carrier or forwarder within a maximum period of two (2) days with formal notification to Technomark within the same period.

ARTICLE 11 – PAYMENT AND TERMS OF PAYMENT

Unless otherwise stipulated in the special conditions of the order, the prices are firm. If the special conditions of the order provide for a price revision clause, this will be determined within the framework of the contractual deadlines and in accordance with the price legislation and the regulatory provisions in force during the duration of the order. Payments will be made in accordance with the special conditions of the order.

In the event of partial delivery of the order, the undelivered balance may not delay payment of the part delivered.

ARTICLE 12 – LATE PAYMENT (EU MEMBER COUNTRIES)

-Pursuant to Article L 441-6 paragraph 12 of the Commercial Code amended by Law No. 2012-387 of March 22, 2012, any late payment renders due automatically, from the first day following the date of payment appearing on the invoice:

1/ Late payment penalties, which will be determined by applying the refinancing rate of the European Central Bank equal to three times the legal interest rate.

2/ A lump sum compensation for recovery costs, in the amount of 40 Euro. Due in application of the law of March 22, 2012 applicable from January 1, 2013, its amount is set by article D 441-5 of the Commercial Code.

Under the aforementioned article L441-6, when the recovery costs incurred are greater than the amount of this fixed compensation, we will also be entitled to request justified additional compensation.

ARTICLE 13 – LATE PAYMENT (OTHER COUNTRIES)

Any late payment will result in the application of late interest, the amount of which will be set in the order. This amount will be invoiced by the supplier and paid upon receipt of the invoice by the buyer.

ARTICLE 14 – OWNERSHIP RESERVE CLAUSE

The transfer of ownership of the goods delivered to the buyer will only take place after full payment of the price, in principal, interest and accessories and as long as any other claim that we have on the buyer for any reason whatsoever will not have been settled. The non-performance by the buyer of his payment obligations or more generally any event likely to create a serious doubt about the good solvency of the buyer, will allow us to demand as of right the return of the goods held by the buyer. We have the right to take back the goods at any time from the buyer, and for this purpose we are already authorized, together with our employees and agents, to enter the premises of the buyer. It is specified that does not constitute a payment, within the meaning of this clause, the delivery of draft or other document creating an obligation to pay.

Notwithstanding, the application of the retention of title clause, the buyer is the custodian of the equipment sold and bears all risks and dangers.

ARTICLE 15 – COMPLAINTS

All claims must be made within SEVEN (7) days from the date of shipment of the merchandise. After this period, they will no longer be admissible.

The conditions of use of the goods and the software which are integrated are those stipulated on the documentation provided by Technomark.

Technomark cannot be held responsible for any damaging consequences that may result from handling contrary to Technomark’s specifications.

ARTICLE 16 – APPLICABLE LAW – ATTRIBUTION OF JURISDICTION

The general terms of sale and the special conditions of the order placed within their framework, are governed by French law. The parties agree that in the event of a dispute over the interpretation and/or execution of the order and/or its termination or these conditions, they will endeavour to reach an amicable settlement.

Otherwise, the settlement of the dispute will be the jurisdiction of the courts of SAINT-ETIENNE. Commercial bills do not imply any exemption or novation from this jurisdiction clause.

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