The purpose of these general sales conditions (hereafter "GSC") is to define the terms and conditions applicable to all contractual relationships between NORIMAT, a joint stock company with a share capital of 10,000 Euros, registered with the Trade and Company Registry of Toulouse under number 820 189 645, having its registered office address at 14 rue d’antipoul, appartement C21, 31300 Toulouse (hereafter "NORIMAT") and the client to which NORIMAT provides services (hereafter the "Client"). NORIMAT is specialized in research and development in the field of flash sintering (i.e. consolidation and densification technique of materials in powder form). The GSC completed by the quotations and/or invoices and/or the special conditions (hereafter collectively the "Agreement") constitute the entire agreement between NORIMAT and the Client regarding the performance of the Services (as defined below) by NORIMAT. Unless otherwise expressly stated in a written document signed by NORIMAT, the GSC prevail over the quotations and/or invoices. The Client expressly waives the application of its own general conditions. The acceptance by the Client of the GSC constitutes a substantial and determining condition for NORIMAT to conclude the Agreement.
1. PURPOSE
The Agreement has for purpose to define the conditions under which NORIMAT will provide the services (including but not limited to: design of materials in terms of physical form and mechanical or chemical properties, project follow-up, materials study) ordered by the Client, the details of which are set out in the quotation and/or the special conditions if any (hereafter the “Services”). The Services supplied by NORIMAT to a Client, covered by a same quotation, are collectively referred to as the “Project”.
2. TERM
The Agreement shall come into force from the date of its signature by the Client for the duration of the Project, and for 12 months following the completion of the Project as defined in the quotation or proposal.
3. ORDERS AND DELIVERIES
3.1 Orders
The Client will address orders to NORIMAT in writing. NORIMAT will provide the Client with a quotation on basis of such orders. The order shall be considered final once the deposit provided for in Section 5.1.1 is paid by the Client.
Once accepted by NORIMAT, the order may not be cancelled, neither totally nor partially, nor modified without the express written agreement of NORIMAT.
3.2 Deliveries
Deliveries of the goods supplied under the Services shall be made to the address specified by the Client and at the Client's expense. The goods supplied under the Services shall be deemed delivered when they are handed over to the Client or deposited at the place indicated by the Client at the time of the order.
All risk of loss or damage to the goods supplied under the Services is transferred to the Client at the time of delivery of the goods subject to the Services.
The delivery dates communicated by NORIMAT to the Client are given as an indication and NORIMAT cannot be held responsible for any delay.
In case of defect or damage upon delivery, the Client is required to notify any reservation(s) to the carrier within three (3) days of delivery with a copy to NORIMAT by registered letter with acknowledgment of receipt to claim reimbursement of the damaged goods. Otherwise, the goods supplied under the Services are deemed to have been received in good condition and no reimbursement for non-conformity attributable to transport can be made.
3.3 Reservation of title
The transfer of ownership of the goods supplied under the Services is suspended until full payment of the price by the Client, in principal and accessories. In case of non-payment, and unless NORIMAT wishes to request the compulsory execution of the sale, NORIMAT reserves the right to reclaim the goods supplied under the Services delivered, the return costs being borne by the Client and the payments made by the Client being acquired by NORIMAT as a penalty clause. All extra-judicial and judicial costs incurred by NORIMAT to exercise its rights will be fully charged to the Client.
4. EMPLOYEES
NORIMAT’s personnel shall under all circumstances remain under the direction of NORIMAT. There shall be no direct hierarchical relationship of any kind whatsoever between NORIMAT’s personnel and the Client, said personnel taking all instructions for the completion of their mission uniquely from NORIMAT.
4.1 Nothing in the Agreement shall be deemed as making NORIMAT or any of its employees an employee or legal representative of any kind whatsoever of the Client, or placing NORIMAT or any of its employees into a hierarchical or any other type of dependent relationship with the Client.
4.2 The Client shall not directly give instructions to NORIMAT’s employees. The Client shall transmit its observations, suggestions, opinions, requests, instructions and orders concerning the Services and the conditions under which the Services are carried out to NORIMAT, which alone shall be authorized, if it deems it necessary, and under the conditions of its own choosing, to pass them on to its employees.
5. FINANCIAL PROVISION
5.1 Prices
5.1.1 The price of the Services is the current price at the time of the Client’s order as mentioned in the quotation and/or the special conditions, if any. A deposit corresponding to 10% of the total amount must be paid by the Client upon signature of the quotation and/or special conditions, if any.
5.1.2 Prices are expressed in euros, excluding taxes and any delivery charges.
5.1.3 It is understood between the Parties that the price may be revised by NORIMAT according to the evolution of the scope of the Services.
5.2. Payment Terms and Conditions
5.2.1 Invoices shall be settled by the Client at reception and at the latest thirty (30) days from the invoice issue date.
5.2.2 In the event of late payment by the Client of an invoice issued by NORIMAT as part of the performance of the Services, and if this delay is not caused by a fault of NORIMAT, late penalty interest fee equal to the interest rate applied by the European Central Bank to its latest refinancing operations increased by ten (10) points of percentage shall immediately apply, without any prior formalities and without prejudice to any other right or remedy available to NORIMAT, the day following the settlement date set in accordance with Section 5.2.1 until receipt of the full payment. An indemnity for recovery cost of 40 Euros will also be payable.
5.2.3 The non-respect of the payment dates by the Client without any written agreement of NORIMAT, gives the right to NORIMAT, without any prior formalities, to suspend the Services, refuse any new orders from Client and/or terminate the Agreement as set forth in Section 7.
6. PARTIES OBLIGATIONS
6.1 NORIMAT ‘s obligations
6.1.1 NORIMAT shall act as a diligent professional under a general duty to use its best efforts to provide the Services to the Client in accordance with the Agreement and good professional practice.
6.1.2 NORIMAT shall at all times act completely independently and shall be free to organize the performance of the Services in accordance with the Agreement.
6.1.3 It is expressly agreed that to carry out the Services, NORIMAT will be solely responsible for the choice of the adequate technical, commercial and human resources.
6.2 Client’s obligations
The Client undertakes to co-operate with due professional diligence and in all good faith with NORIMAT in order that this latter may provide the Services. The Client undertakes in particular to:
7. TERMINATION
7.1 Either Party may terminate the Agreement, by right and with no further legal formalities, in case of breach by one of the Parties of any of the obligations as specified in the Agreement (and in particular in Section 5, 6, 9, 10, 11, 14 and 16 of the Agreement), subject to a prior notice addressed by registered mail with acknowledgement of receipt which has remained without effect for a period of fifteen (15) days, without prejudice to any damages which the non-breaching Party may claim.
7.2 Termination of the Agreement, except in the event of breach of its obligations by NORIMAT does not relieve the Client of its obligation to pay the full price and will result in the issuance of an invoice for any amount remaining due under the Agreement, which will become due immediately.
8. LIABILITY AND INSURANCE
8.1 Liability
8.1.1 NORIMAT is not liable for:
8.1.2 In any case, the global liability of NORIMAT in connection with the provision of the Service shall be limited to the amount paid by the Client under the Agreement during the twelve (12) months preceding the occurrence of the damage.
8.2 Insurance
NORIMAT declares that it is covered by a professional indemnity insurance policy taken out with a creditworthy insurance company. It shall provide a copy upon written request by the Client.
9. CONFIDENTIALITY
9.1 Each Party undertakes to maintain strictly confidential all information, both written and oral, communicated by the other Party or of which it has become aware within the framework of the Agreement and which has not yet fallen into the public domain. Each Party undertakes not to use said information, directly or indirectly, for its own benefit or for the benefit of a third party, except within the scope of and in application of the Agreement.
9.2 The terms and conditions of the Agreement shall be deemed to be confidential and, to this end, shall not be published or communicated to non-authorized third parties.
9.3 The Parties undertake to ensure that their employees, associates and sub-contractors abide by the terms of the present provision, for the duration of the Agreement and for a period of ten (10) years following expiry or termination of the Agreement.
10. ILLEGAL EMPLOYMENT
NORIMAT undertakes to supply the Client, upon request, with the documents detailed hereunder, prior to signature of the Agreement and every six (6) months, until the end of performance of the Agreement:
11. ASSIGNMENT
11.1 The Parties shall not assign their rights and duties under the terms of the Agreement, except in those limited circumstances set out in the Section 11.2 below.
11.2 NORIMAT may assign its rights and duties under the terms of the Agreement to any company that may succeed it in case of a merger, demerger, acquisition, partial transfer of business assets and, generally, any restructuring operation. NORIMAT undertakes to notify the Client within thirty (30) days following such operation.
12. FORCE MAJEURE
12.1 Neither Party shall be held responsible for any failure or delay whatsoever in the performance of one of its obligations under the Agreement, if such failure or delay is the exclusive result of the occurrence of a force majeure event, as defined in article 1218 of the Civil Code and as interpreted by case law.
12.2 If a case of force majeure should arise, performance of the obligations under the Agreement for the impeded Party is suspended, provided that the Party wishing to take advantage of the provisions of this Section informs the other Party by any means as soon as it becomes aware that such an event has arisen.
12.3 If the force majeure event should continue for more than sixty (60) days from the date of the aforementioned notice, the most diligent Party may terminate ipso jure and without compensation all or part of the Agreement with no formality other than sending the other Party a letter by recorded delivery with acknowledgement of receipt.
12.4 Each Party will pay any costs that they incur as a result of the occurrence of the force majeure event.
13. OWNERSHIP-INTELLECTUAL PROPERTY
13.1 Documents, information and/or materials given to NORIMAT by the Client within the framework of the Agreement are and shall remain the exclusive property of the Client. Upon termination of the Agreement, for any reason whatsoever, NORIMAT shall return all documents that it has been given, without keeping any copies thereof.
13.2 The Client expressly accepts that the methods used by NORIMAT for the performance of the Services constitutes the NORIMAT’s know-how. The Agreement shall not grant to the Client any rights to use said know-how, studies, tools and methods developed by NORIMAT, which shall remain the exclusive property of NORIMAT.
13.3 Unless otherwise expressly stated in a written document signed by NORIMAT all intellectual property rights of the results and/or deliverables issued from the Services remain the exclusive property of NORIMAT. The Agreement shall not transfer to the Client any intellectual property rights on such results and/or deliverables.
13.4 The Agreement shall not confer on either Party property rights over or the right to use the trademarks and other items protected by the intellectual property rights held by the other Party. Use of the logo and name of either Party is strictly limited to the performance of the Agreement and shall under no circumstances be extended unilaterally by the other Party to other operations.
14. NON-SOLICITATION
14.1 Without the prior written consent of NORIMAT, the Client undertakes not to solicit or employ, directly or indirectly, any employee of NORIMAT who participated to perform the Services, even if such employee formulates the initial solicitation. The present restriction shall apply for the duration of the Agreement and for a period of twelve (12) months following termination thereof.
14.2 In case of failure to this obligation the Client shall pay immediately to NORIMAT, in the form of compensation, an indemnity equal to twice the amount paid by the Client under the Agreement, without prejudice to the right of NORIMAT to claim additional damages.
15. ADVERTISING
NORIMAT is authorized to mention the Client’s trade name, brand and logo as a commercial reference in its marketing, promotional and advertising documents.
16. PERSONAL DATA
Each Party undertakes to process personal data in accordance with the applicable laws and regulations, and in particular, in accordance with Law No. 78-17 of 6 January 1978 as amended and Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (hereinafter the “Regulation”). In this context, each Party acts as data controller and warrants that they respect all the obligations resulting from the Regulation (in particular concerning the obligation of information, to obtain the consent of the data subject).
Each Party warrants that the data collected and processed within the framework of the Agreement, including identity data, such as title, surname, first name, email address, telephone number of the representatives and / or agents of the Parties (the "Data") are in compliance with the Regulations.
The collection and processing of Data by the Parties is for the purposes of the performance of the Agreement. Thus, the legal basis of the processing is the execution of the Agreement and the legitimate interest of the Parties. Data collection is mandatory: failing to provide such data, the Agreement may no longer be enforceable by the Parties.
The Data collected by the Parties may be communicated (a) in order to allow the proper management of the contractual relations, to all the services of the group to which the Parties belong and of third companies in connection with the execution of the contractual relations (in particular the third-party hosts) and (b) in order to meet, where appropriate, legal and regulatory obligations or at the request of an administration or a judicial authority.
17. MISCELLANEOUS
17.1 The Agreement represent the entire agreement between the Parties. It annuls all previous negotiations, offers and agreements between the Parties
17.2 The presentation in Sections and paragraphs has been adopted for practical purposes and shall not be deemed to affect the meaning and scope of all of the provisions, which form an indivisible whole.
17.3 According to the Article 1184 of the French Civil Code, when the cause of invalidity affects only one or several Sections of the Agreement, it shall entail nullity of the entire act only if this or these Section(s) constitutes a determinant element of the commitment of the Parties or of one of them. Apart from the aforementioned case, the nullity or unenforceability of any of the Sections of the Agreement shall not affect the validity of the other Sections, which remain enforceable.
17.4 The fact that one of the Parties is late in exercising, or does not exercise any of its rights as provided in the Agreement, shall not be deemed to be a waiver of the exercise of its rights, whether it relates to a past or future event.
17.5 Any amendment or addition to the Agreement, in order to be enforceable, must be in writing and signed by the Parties.
18. APPLICABLE LAW - COMPETENT JURISDICTION
18.1 The Agreement is governed by French law.
18.2 Any dispute that arises between the Parties as to the interpretation and/or the performance of the Agreement will be the subject of an attempt to reach an amicable settlement between the Parties. If no amicable solution is reached within the thirty (30) days following such dispute arising, any litigation relating to the interpretation or performance of the Agreement will fall within the exclusive competence of the courts under the jurisdiction of the Appeal Court of Toulouse, France and this includes in case of summary proceedings, applications or multiple defendants.
19. SIGNATURE
The Parties agree to use the electronic signature to sign the Agreement. The Parties acknowledge that the electronic signature formalises their consent to the Agreement in the same way as a handwritten signature and that it has the same probative value as the latter. The Parties agree that the electronically signed document constitutes the original and that only the time-stamped data contained in the certificate of signature constitutes the date of signature of the Agreement. The Parties agree that in the event of a conflict between an electronically signed document and the same handwritten signed document (same nature and content), the electronically signed document shall prevail.
