1. It is understood by the Supplier that acceptance of this Order implies acceptance of all the special conditions attached to this order, as well as these terms and conditions for the supply of goods and services. These terms and conditions take precedence over the Supplier’s terms and conditions of sale. Unless otherwise stated, the Order is contractually binding as soon as it has been placed.
2. The Supplier undertakes to supply the requested Goods/Services (of the quantity and to the standard stated in the order) to the location and on the delivery date specified in the special conditions.
3. In the absence of any special provisions to the contrary, the Supplier is entirely responsible for the transportation of said Goods/Services to the delivery location. The Supplier is also responsible for taking out appropriate insurance cover for the journey to the delivery location. In the absence of any special provisions to the contrary contained in the special conditions, the acceptance of said Goods/Services is confirmed by means of a Goods/Services delivery receipt signed by both Parties.
4. The Supplier must take all necessary steps, at its own expense, to remedy any defect or failure in relation to the Goods/Services supplied. The Supplier will also be held liable for any adverse consequences suffered by Monext or Monext’s clients and occasioned by any such defects or failures in the Goods/Services supplied. Furthermore, in the absence of any provision to the contrary, the Supplier will offer a 12 month warranty against design flaws, defects in materials and workmanship, non-conformity and excessive susceptibility to wear and tear. The warranty begins on the day the Goods/Services are delivered. The Supplier is liable for latent defects in accordance with articles 1641 and following of the French Civil Code.
5. Transfer of ownership is regulated by general contract law, notwithstanding any retention of title clauses. The transfer of risk will be effective following receipt of Goods/Services at the location stipulated in the special conditions.
6. Unless otherwise indicated, the prices agreed are not subject to change. They include all packaging costs (and take into account packaging and packing approaches that are most appropriate to the method of transportation being used).
7. Invoices are to be drawn up in duplicate by the Supplier as soon as delivery is made. They should be sent to the aforementioned address. Invoices are settled by bank transfer in accordance with the deadline stipulated. In the absence of a specific payment deadline, invoices will be settled 45 days end of month after receipt of the invoice.
8. Any late delivery (i.e after the date stipulated in this order) exposes the Supplier, by operation of law, to the cancellation of the order and/or late-delivery penalties equal to 5% of the value of the order (calculated before tax), for each week of delay. For the purposes of this contract, any part of a week is counted as a whole week. Any delay of over 15 days may trigger section 9 of this contract.
9. In the event that the Supplier is unable to carry out the Order, Monext reserves the right to cancel or terminate the Order, by operation of law. Monext may do this without prior notification (if sections 4 or 8 of this contract are applicable), or 15 days after the sending of a formal notice to comply which has gone unheeded by the Supplier (all other cases). Monext may cancel the Order by sending a registered letter with acknowledgement of receipt.
10. 1.1 The Supplier is liable for all damages arising from any failure or breach with regard to the performance of their Services. Monext entrusts the Supplier with this Order in the expectation that the Supplier will perform its Services with a high degree of professionalism. The Supplier undertakes to carry out these Services in the framework of a performance obligation (in contrast to an obligation to use ‘best efforts’). In the event of damages arising, the Supplier must demonstrate that there was no breach or failure in the performance of their Services.
11. Monext is entitled to perform an evaluation or ask third parties to perform an evaluation on their behalf in relation to these Services. Monext may ask an independent expert of their choice to perform this evaluation. The Supplier undertakes to cooperate fully with Monext or the designated expert in order to facilitate this evaluation, notably by providing them with any relevant information or documents.
12. The Supplier is prohibited from subcontracting out any of the Services in question, without Monext’s prior written agreement. If any work is sub-contracted out to third parties, the Supplier will be entirely responsible for any breaches or failures on the part of its sub-contractors in relation to the performance of its contractual obligations.
13. In the absence of provisions to the contrary in the Special Conditions, the Supplier will be liable for late delivery of Services penalties. They will receive prior notification of said penalties, which are calculated as follows, to be deducted from the relevant invoice:
P = N x S ÷ 100 where
P = Penalties
N = Number of days delayed
S = Sum to be invoiced for delayed Services in question
14. All disputes relating to the interpretation or performance of this Order will be heard and resolved by the Tribunal de Commerce de Nanterre. This Order is governed by French law.
In the event of inconsistencies or disputes over the two versions of these terms and conditions, the French version is held to prevail in all circumstances.