Terms of Sales
ARTICLE 1 - Field of application
These General Terms and Conditions of Sale (the “GTCS”) define, in accordance with article L 441-1 of the Commercial Code, the unique basis of the commercial relationship between the parties. They define the conditions for the conclusion and execution of customer orders.
They aim to define the conditions under which NEW MAISONNEUVE KEG (the "Supplier") provides the following products to professional buyers (the "Buyer(s)") who request them: kegs, keg washers and all other equipment and tools for breweries (the "Products").
They apply without restriction and unreservedly to all sales concluded by the Supplier with Buyers of the same category, regardless of the clauses that may appear on the documents issued by the Buyer, and in particular its general purchasing conditions.
In accordance with the relevant legislation, these GTCS are systematically communicated to any Buyer who requests them in order to enable him to place an order with the Supplier in full knowledge of the conditions applicable to the sale.
Any order of Products requires from the Buyer the acceptance of these GTCS without reserve.
The information contained in the Supplier's catalogues, prospectuses and price lists is given for information only and may be revised at any time. The Supplier is entitled to make any changes to them that it deems useful.
In accordance with the relevant legislation, the Supplier reserves the right to derogate from some clauses of these GTCS by drawing up special conditions of sale depending on the negotiations conducted with the Buyer.
ARTICLE 2 – Orders - Prices
The sales take effect only after express written acceptance of the Buyer’s order by the Supplier, who shall ensure, in particular, the availability of the Products requested, materialised by the dispatch of the order acknowledgement.
Orders must be confirmed in writing by the signature of the offer issued by the Supplier, the latter being deemed to have accepted these GTCS.
The data recorded in the Supplier's computer system constitute proof of all transactions concluded with the Buyer.
Any changes requested by the Buyer can only be taken into account, within the limits of the Supplier's possibilities and at its sole discretion, if they are notified in writing before the start of production and accepted by the Supplier, provided that the Buyer has signed the new modified NEW MAISONNEUVE KEG offer.
If a deposit is paid when placing the order
In the event of cancellation of the order by the Buyer after the Supplier has sent the acknowledgement of receipt of the order for any reason whatsoever, except in the event of force majeure, the deposit paid at the time of the order shall be automatically acquired by the Supplier and may not give rise to any reimbursement.
If no deposit has been paid when placing the order
In the event of cancellation of the order by the Buyer after the Supplier has sent the acknowledgement of receipt of the order for any reason whatsoever, except in the event of force majeure, a sum corresponding to 10% of the total sales price excluding VAT shall be invoiced by the Supplier to the Buyer by way of penalty clause, the Supplier also reserving the right to claim damages for any prejudice suffered.
In any case
In case of cancellation of the order by the Buyer more than 3 weeks after sending the acknowledgement of receipt of the order by the Supplier for any reason whatsoever, except in case of force majeure, the entire sale price shall be due.
The Products are supplied at the Supplier's prices in force when the Buyer placed the order, and, if applicable, in the specific commercial proposal sent to the Buyer. These prices are firm and non-revisable during the validity period of the corresponding offer issued by the Supplier.
These prices are net and exclusive of taxes, ex works and packaging. They do not include transportation, customs duties, or insurance costs, which shall be borne by the Buyer.
Special pricing conditions may be applied according to the specificities of the Buyer's order, which will be specified in the special commercial offer that will be sent to the Buyer.
ARTICLE 3 – Payment terms
Unless special payment terms are granted by the Supplier, the payment of a deposit is required when the order is placed. The balance of the price is payable in cash on the day of delivery.
The Supplier shall not be required to deliver the Products ordered by the Buyer if the Buyer has not paid the amounts due.
In the event of late payment, late payment penalties calculated at the rate of three times the legal interest rate shall be automatically due to the Supplier by right, without any formality or prior notice.
In the event of non-compliance with the applicable payment terms, the Supplier also reserves the right to suspend the delivery of orders in progress and to cancel any discounts granted to the latter, if applicable.
Except with the Supplier's express, prior and written agreement, and provided that the reciprocal receivables and debts are certain, liquid and due, no compensation may be validly made between the sums owed by the Buyer for the purchase of the ordered Products and any other sum that may be owed to it elsewhere by the Supplier.
Finally, in accordance with the regulations in force, a fixed indemnity for debt collection costs in the amount of 40 euros shall be due by operation of law and without prior notice by the Buyer in the event of late payment. The Supplier reserves the right to request additional compensation from the Buyer if the debt collection costs actually incurred exceed this amount, upon presentation of the supporting documents.
The Supplier reserves, until full payment of the price by the Buyer, a right of ownership on the products sold in accordance with the following title retention clause. Any deposit paid by the Buyer shall remain the property of the Supplier as compensation, without prejudice to any other action that the Supplier may be entitled to take in respect of the damage suffered.
ARTICLE 4 – Delivery
The Products purchased by the Buyer will be delivered within the time period indicated on the order acknowledgment. This is only an indicative delivery date, subject to change.
This indicative time does not constitute a strict deadline and the Supplier shall not be liable to the Buyer for any delay in delivery not exceeding 90 days.
In the event of a delay of more than 90 days, the Buyer may request the cancellation of the sale. The advance payments already made will then be returned to him by the Supplier.
The Supplier shall not be liable for any delay or suspension of delivery attributable to the Buyer or in case of force majeure.
Delivery shall be made by notice of availability of the Products at the Supplier's warehouses (ex works), unless the parties have expressly agreed in writing that the transport shall be organized by the Supplier, in which case the price of transport shall be added to the price of the Products.
Depending on the number of Products ordered, the Supplier reserves the right to make several partial deliveries corresponding to reasonable quantities and to issue several invoices as deliveries are made.
The risk of loss and deterioration shall be transferred to the Buyer upon delivery of the ordered Products. The latter shall therefore be compelled to insure, at its own expense, the Products ordered, for the benefit of the Supplier, by an ad hoc insurance policy, until full payment, the date of transfer of ownership. The Buyer shall provide proof of this to the Supplier on first request. Failing this, the Supplier shall be entitled to delay delivery until such proof is presented.
The Buyer is required to verify the apparent condition of the Products upon delivery. In the absence of reserves expressly issued by the Buyer upon delivery, the Products delivered by the Supplier shall be deemed to be in conformity with the order both in quantity and in quality.
The Buyer shall have a maximum period of 7 days from the delivery of the Products to express such reserves to the Supplier by registered letter with acknowledgement of receipt.
No claim shall be validly accepted in the event of non-compliance with these formalities by the Buyer.
ARTICLE 5 – Warranties
The Products delivered by the Supplier benefit from legal warranties in the event of proven non-conformity with the order or in the event of a hidden defect whose existence is demonstrated, and which would result from a material, design or manufacturing defect affecting the aforementioned Products and making them unfit for their use.
The warranties form an inseparable whole with the Product sold by the Supplier. The Product may not be sold or resold altered, transformed or modified.
The warranties mentioned above are limited to the replacement or reimbursement of non-conform Products or Products affected by a defect and shall not cover any prejudice or loss of profit that may result for the Buyer.
The Buyer acknowledges that, due to the nature of the Products, minor deviations in terms of size, weight and colour may occur and shall not be considered as defects or faults within the meaning of the said warranties.
Any warranty is excluded in case of misuse, negligence, or lack of maintenance on the part of the Buyer, as well as in case of normal wear and tear of the Product or in case of force majeure.
ARTICLE 6 – Industrial and intellectual property
The Supplier shall retain all industrial and intellectual property rights relating to the Products.
The photos, visuals and drawings of the Products communicated by the Supplier on the brochures or in the context of its exchanges with the Buyer, as well as the technical documentation provided, are only communicated as an indication in the context of the sale and cannot be communicated to third parties without the express written authorization of the Supplier.
Any total or partial reproduction in violation of NEW MAISONNEUVE KEG's industrial and intellectual property rights is strictly forbidden and is likely to constitute a counterfeiting offence.
ARTICLE 7 – Personal data
Personal data collected from the Buyers are subject to data processing by the Supplier. They are recorded in its customer file and are essential to the processing of orders. This information and personal data are also kept for security purposes to enable the Supplier to comply with its legal and regulatory obligations. They will be kept for the time necessary to execute orders and any applicable warranties.
The data controller is the Supplier. Access to personal data will be strictly limited to its employees authorized to process them by virtue of their functions. The information collected may be communicated to third parties linked to the company by contract for the execution of subcontracted tasks or for marketing or advertising purposes, without the Buyer's authorization being necessary.
While performing their services, third parties have only limited access to the data and are compelled to use it in accordance with the applicable legal provisions on the protection of personal data. Apart from the cases set out above, the Supplier shall not sell, rent, transfer or give access to third parties to the data without the prior consent of the Buyer, unless it is compelled to do so for a legitimate reason.
If the data is to be transferred outside of the EU, the Buyer will be informed, and the guarantees taken to secure the data will be specified.
In accordance with the applicable regulations, the Buyer has a right of access, rectification, deletion, and portability of the data concerning him, as well as the right to oppose the processing for legitimate reasons, rights that he can exercise by contacting the data controller at the following address: firstname.lastname@example.org
ARTICLE 8 – Unforeseeable circumstances
In the event of a change in circumstances unforeseeable at the time of conclusion of the sale and which makes execution excessively onerous for the Supplier, the latter may request a renegotiation of the terms of the contract from the Buyer in accordance with the legal provisions of Article 1195 of the Civil Code.
ARTICLE 9 – Force majeure
The Supplier shall not be held liable if the non-execution or delay in the execution of any of its obligations under these GTCS results from a case of force majeure.
In particular, the Supplier shall be exonerated from any liability in the event of total or partial, even temporary, failure to perform any of its obligations caused by a case of force majeure, which may consist of, but is not limited to, an event or series of events of a climatic, pandemic, bacteriological, military, political or diplomatic nature.
For example, Force Majeure events include, but are not limited to, natural phenomena such as tornadoes, floods, hurricanes, earthquakes, volcanic eruptions; the spread of a virus on a national or international scale; the use by a State or a terrorist group of weapons of any kind disrupting the continuity of commercial relations; social movements on a national scale; the declaration of martial law or the decision of a State to set up a maritime, air and/or land blockade; the partial or total maintenance of a confinement or a state of health emergency.
The above events may occur in any territory in which the execution of this Contract would take place.
In the event of the occurrence of a situation that it considers to be a case of force majeure, the party concerned shall promptly notify the other party of the situation by registered letter with acknowledgement of receipt, specifying the nature of the event(s) in question, their impact on its ability to fulfil its contractual obligations, and any supporting document attesting to the reality of the case of force majeure.
In the event that the party invoking a situation of force majeure succeeds in characterizing it, its obligations will be suspended for a period of 90 days. Any suspension of execution shall be strictly limited to the commitments of the party concerned whose execution is prevented by the force majeure circumstances and for the duration of the force majeure circumstances notified.
In any event, the parties shall use good faith efforts to take all reasonable steps to continue performance.
After the period of suspension of obligations, if the situation of force majeure continues, the contract be terminated as of right.
ARTICLE 10 – Title retention clause
The Products shall, by express agreement, remain the property of the Supplier until the agreed price has been paid in full, and all means of payment (checks, drafts, or other bills of exchange) shall not be considered as valid payment until the amount has been effectively cashed by the Supplier.
During the period between delivery and full payment of the price, the Buyer shall, by express agreement, only have the status of a simple custodian of the Products, and shall be responsible for paying the price on the agreed due dates, or, in the absence of payment of a single due date, for paying the price in full or, failing that, for returning the Products, under penalty of incurring the sanctions provided for in Articles 314-1 and followings of the French Penal Code.
By way of derogation from Article 1196 of the French Civil Code, the delivery alone shall place the Products at the risk of the Buyer, even though the Buyer shall only be the custodian of the Products until full payment is made. Consequently, he will have to ensure the repair at his expense in case of damage, to pay the amount in case of disappearance whatever the cause, and to subscribe an insurance to this effect in favor of our company until the integral payment of the price.
As a result of its capacity as a mere custodian until full payment of the price, the Buyer to whom the Products have been delivered shall not have the right to resell or dispose of them by any means whatsoever, including by way of pledge, collateral or otherwise.
However, it may:
- Either, with the prior agreement of the Supplier and under its full responsibility, have the Buyer pay the Products directly to the Supplier.
- Or transfer the benefit and the charges resulting from this contract, but on the express condition of informing the transferee, under its own responsibility, that the Products are subject to a title retention clause and that it is only a custodian of the Products until the price has been paid in full, so that the said transferee will only have the status of custodian until such payment is made, and that the Supplier may claim payment or restitution from it if the price is not paid in full by the due date set.
In the event of transfer of the benefit and charges of this contract, the Buyer and his assignee, who shall automatically become the custodian of the Products until full payment of their price, shall be jointly and severally liable to our company for such payment.
In the event that the Buyer-depository (or its assignee) is forced to return the materials to our company, failing to be fully paid for the price on the agreed due dates, the down payments that would have been received by our company shall be automatically acquired by us.
ARTICLE 11 – Attribution of jurisdiction
All disputes to which this contract and the agreements resulting from it could lead to, concerning both their validity, their interpretation, their execution, their resolution, their consequences, and their consequences will be submitted to the Commercial Court of Paris.
ARTICLE 12 – Applicable law – Contract language
These GTCS and the obligations arising from them are governed by French law.
The GTCS are written in French. In the event that they are translated into one or more languages, only the French text is authentic in the event of a dispute.