1- PREAMBULE
In accordance with article L.441-1 of the French Commercial Code, these General Terms and Conditions of Sale and Services (GTC) form the basis for commercial negotiations with the Buyer.
2- DEFINITIONS
Buyer(s): Refers to the professional customer who places an order, by any means, with the Supplier.
Supplier: Refers to the seller of the Products or Services as identified at the time the order is placed.
Service(s): Refers to the Services offered by the Supplier.
Product(s): Refers to the Products offered for sale by the Supplier.
Site: Refers to the www.maltep.com site.
3- SCOPE OF THE GTC
The purpose of these GTC is to define the conditions under which the Supplier supplies Products or Services to Buyers who request them.
They apply, without restriction or reservation, to all sales made by the Supplier to Buyers in the same category, regardless of any clauses that may appear in the Buyer's documents, and in particular its general terms and conditions of purchase.
In accordance with the regulations in force, these GTC are systematically communicated to any Buyer who so requests, to enable them to place an order with the Supplier. They are also communicated to any distributor (excluding wholesalers) prior to the conclusion of a single agreement as referred to in article L 441-3 of the French Commercial Code, within the legal deadlines. The applicable GTC are those in force on the date the order is placed. The Buyer is invited to read carefully, download and print the GTC, and keep a copy.
All orders for Products and Services imply the Buyer's acceptance of these GTC.
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 has the right to make any changes deemed necessary.
The fact that the Supplier does not avail itself of one or more provisions of the GTC at a given time shall not be considered as a waiver, as the Supplier remains free to demand their strict application at any time.
In accordance with the regulations in force, the Supplier reserves the right to derogate from certain clauses of these GTC, depending on the negotiations conducted with the Buyer, by drawing up Special Terms and Conditions of Sale ("Special Conditions of Sale").
The GTC can be accessed on the Site at any time.
4- ORDERS
All orders must be placed in writing or by any similar technological means enabling proof of the contractual agreement to be produced in order to be taken into account,. They must include the following information: the wording "order form", the information required to invoice and deliver, the intra-Community VAT number if applicable, the reference and description of the Product or Service, as well as the quantity and order unit of the Product. For orders from the Site, the Buyer will be asked to provide information enabling them to be identified by filling in the form provided for this purpose.
The sales contract or the Services contract will only be concluded once the Supplier has expressly accepted the order form by sending the Buyer an acknowledgement of receipt of the said order, transmitted by post, e-mail or any other equivalent process, and the payment of a deposit or the full price when the order is placed, where applicable.
The Products are supplied at the Supplier's prices prevailing on the day the order is placed and, where applicable, in the specific sales proposal sent to the Buyer. These prices are set and non-revisable during their validity period, as indicated by the Supplier.
Any order accepted by the Supplier may not be modified or cancelled by the Buyer without the Supplier's express agreement. Any such modification or cancellation must be notified in writing with acknowledgement of receipt within 5 working days of acknowledging receipt of the order, and prior to dispatching the Products or starting the Services. Unless otherwise stipulated, in the event of cancellation of an order which has been the subject of an express agreement by the Supplier, a sum corresponding to 20% of the total price excluding VAT of the Products or Services shall be retained by the Supplier and invoiced to the Buyer, by way of damages, as compensation for the loss thus suffered.
In the event of cancellation of an order expressly accepted by the Supplier and for which the Buyer has paid a deposit, the corresponding sum shall be retained by the Supplier.
Once the Products have been dispatched or the Services have commenced, all orders shall be deemed firm and final. Any cancellation subsequent to these events shall require the Buyer to pay the Supplier the agreed price without prejudice to any damages that the Supplier may claim.
The Supplier reserves the right to make any changes to the layout, shape, dimensions or materials of their Products, the engravings and descriptions of which appear on its printed matter or website for advertising purposes. In any event, the photographs reproducing the Products are not contractual.
5- PERFORMANCE - DELIVERY - TRANSFER OF RISK
Unless there is a specific agreement between the Parties, the Products will be delivered to the Supplier's warehouses by means of a notice of availability of the Products sent by the Supplier to the Buyer. Where applicable, delivery to the Buyer's premises is understood to be within the property premises, with unloading of the Products on the ground and without additional handling. Any additional request will be subject to a surcharge.
Unless specifically agreed otherwise between the parties, the Services will be carried out on the supplier's premises.
Unless otherwise agreed, the costs associated with the delivery of the Products or Services will be payable by the Buyer. They will be displayed on the Site before any online order confirmation and will be calculated according to the delivery method, the weight of the parcel and the delivery address.
Pending instructions from the Buyer regarding the dispatch of the Products by the Supplier, the available Products will be stored free of charge in the Supplier's warehouses for a period of 15 calendar days. This period may be extended to 30 calendar days, depending on the constraints of the company and the Services chosen. After this period, flat-rate storage and handling charges may apply. For online sales, the delivery time depends on the availability of the Product as indicated on the Product sheet and the delivery method chosen.
The risks of loss or damage to the Products will be transferred to the Buyer as soon as they are delivered under the conditions defined above. For sales abroad, the terms or sale and the transfer of risks will be carried out in accordance with the INCOTERM set out in the GTC agreed between the Parties, as defined by INCOTERM 2020 of the International Chamber of Commerce (ICC). The delivery time for the Products or performance of the Services indicated on the Site or in the order confirmation is indicative and does not constitute an essential condition of the agreement between the Parties.
Delays in the delivery of Products or in the performance of Services will not give rise to any withholding or to the awarding of any damages whatsoever.
The period specified is also automatically suspended in the event of force majeure as defined in article Force majeure.
The Supplier shall not be held liable for the consequences of any failure to meet delivery deadlines, as this obligation lies exclusively with the carrier.
In any event, delivery of the Products or performance of the Services will only take place within the allotted time if the Buyer is up to date with all its obligations and in particular with payment of the Supplier's invoices that are due.
6- RECEIPT AND RETURN OF PRODUCTS
The Buyer must check the apparent condition of the Products on delivery. Without prejudice to the measures to be taken with regard to the carrier, any complaint or dispute relating to the quantity delivered, the performance, the quality or any other reason must be notified to the Supplier in writing within 72 hours of receiving the Products at the agreed place of delivery or the date of completion of the Services. After this period and in the absence of any reservations, the Products delivered by the Supplier shall be deemed to comply in quantity and quality with the order and the Products or Services shall be deemed to have been definitively accepted by the Buyer.
It is the Buyer's responsibility to provide any justification as to the reality of the anomalies detected. The Buyer must give the supplier every opportunity to ascertain these anomalies and remedy them. The Buyer shall refrain from intervening personally or having a third party intervene for this purpose. No claim will be validly accepted if the Buyer does not comply with these formalities.
In the event of a recognised anomaly, the Supplier's liability is strictly limited to replacing the Products concerned at its own expense without payment of any compensation whatsoever. The replacement of the Product is subject to the return of the Product affected by a recognised anomaly. The Buyer must make this return at its own expense within 8 days of the Supplier's discovery of the anomaly.
The return of conforming Products is subject to the Supplier's prior written agreement. The costs and risks of return will always borne by the Buyer.
Exceptional returns are limited to catalogue Products and are subject to the Supplier's prior written agreement.
Postage costs shall be borne by the Buyer, in the event of the Products being returned.
Any returns accepted by the Supplier shall be subject to a credit note drawn up in favour of the Buyer, once the quality and quantity of the Products returned have been verified.
Any Product returned without the Supplier's agreement shall be held at the Buyer's disposal and will not be subject to the issue of a credit note.
If part of the order is disputed, notification of the dispute will not exempt the Buyer from paying the undisputed part of the invoice on the due date stipulated in the contract.
7- PRICES
The Products will be supplied at the Supplier's prices set on the day the order is placed and, where applicable, in the specific sales proposal sent to the Buyer. The prices of the Products and Services and the information given in the catalogues, prospectuses, price lists and on the Site are given for information only and may be modified by the Supplier at any time, particularly in the event of variations in the cost of raw materials, production factors and the parity of the currencies (outside the euro zone) of the Supplier and the Buyer. Should there be an obvious error in the transcription of prices on the Site, the Supplier reserves the right to cancel the order purely and simply within a period of 8 days without any compensation on either side. The Buyer will be reimbursed within 8 days.
Unless otherwise stipulated in the Supplier's order confirmation, prices will be net and excluding tax, excluding transport costs, ex works and including packaging, with the exception of special packaging which is taxed in addition in accordance with the Supplier's price list. They are denominated in euros. Special pricing conditions may be applied depending on the specific features requested by the Buyer, in particular with regard to delivery conditions and times, or payment terms and conditions. It is specified that transport costs for express transport Services and the cost of sending Products considered dangerous due to their quantity or quality will incur additional charges. A specific sales offer will then be sent to the Buyer by the Supplier.
Invoices will be drawn up in accordance with the price stated in the order confirmation issued by the Supplier. For Services, the price is as specified in the estimate..
The Buyer may benefit from discounts and rebates included in the Supplier's price lists, depending on the quantities purchased or delivered by the Supplier at one single place and time, or on the frequency of its orders.
8- PAYMENT - DEADLINE
For online orders, payment must be made in full when the order is placed on the Site, using the payment methods offered. These payments are not subject to any discount.
For the remainder of the orders and unless otherwise stipulated in the order confirmation, the Products or Services will be payable by bank transfer on receipt of the invoice. The Buyer shall only be released from its obligations upon receipt of the funds by the Supplier's bank.
Unless specifically stipulated otherwise, all new relationships will be subject to payment in advance.
For transactions abroad, the payment terms remain the same as regards deadlines, but payments will be made either by SWIFT transfer to the designated bank account or by irrevocable documentary credit confirmed by a bank of the Supplier's choice.
Orders for which payment is to be made by documentary credit or guaranteed by a standby letter of credit or any other security, such as a bond or guarantee, will only be honoured on receipt of notification of the opening of an operational documentary credit without special conditions or the issue of the required standby letter of credit, bond or guarantee.
Unless specifically stipulated otherwise, no payment made before delivery, on receipt of the Products or before performance of the Services, will give rise to a discount.
Unless specifically agreed otherwise between the parties, any order below 150 euros will be subject to a fixed charge of 30 euros to cover administrative costs.
9- LATE PAYMENT - NON-PAYMENT
9.1 Interest on arrears
In accordance with article L.441-10 of the French Commercial Code, any delay in payment, even partial, will automatically result in the application of late payment penalties payable from the day following the payment date shown on the invoice until full payment of the sum due, without prior formal notice.
The rate of these late payment penalties is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
9.2 Recovery indemnity
In accordance with the legislation in place, a recovery indemnity of 40 euros will be charged by the Supplier in the event of late payment of each invoice. This indemnity is in addition to the late payment penalties.
9. 3 Acceleration clause
Non-payment of a contractual due date will automatically entail forfeiture of the term of all invoices not yet due, even if they have been covered by accepted bills of exchange.
9.4 Suspensive or resolutory clauses
In the event of non-payment of a single instalment, the Supplier reserves the right to suspend all unfulfilled orders, or even to terminate them, within 48 hours of receipt of a registered letter remaining unanswered, with any partial payments received permanently retained by the Supplier.
Should the Buyer fail to fulfil its obligations, the contract will be terminated by law to its sole detriment, without prejudice to any damages that may be claimed from the Buyer.
In the event of an order providing for payment by documentary credit, no delivery of Products or Services will take place until such time as the Supplier has been notified of the credit opening.
10- CASH PAYMENT OR GUARANTEE REQUIREMENT
Any deterioration in the Buyer's credit may justify the requirement of guarantees or cash payment before the execution of orders received.
The Supplier reserves the right, at any time, depending on the risks incurred, to set an overdraft limit for each Buyer and to require specific payment terms or certain guarantees.
11- RETENTION OF TITLE CLAUSE
The Products delivered or made available and designated on the acknowledgement of receipt of the order shall remain the property of the Supplier until full payment of their price, in principal and accessories, the risks of loss and any liability or any other risk nevertheless falling to the Buyer as soon as the Products are delivered and, for sales abroad, in accordance with the agreed INCOTERM.
The Buyer therefore undertakes to take out an insurance policy covering the risks of loss, theft or destruction of the Products.
Until full payment is made, the Buyer must ensure that the Products are stored in good condition and in such a way as to guarantee their clear identification as Products belonging to the Supplier.
The Buyer shall take all necessary measures to protect the supplier's rights regarding the Products covered by this clause of title retention and to inform the supplier as soon as possible of any claim by a third party concerning these Products.
In the event of late payment of the price in whole or in part by the Buyer and after a formal notice to pay has been served to no avail for more than fifteen days, the Supplier expressly reserves the right to recover the Products which the Buyer shall be bound to return to the Supplier upon request, at its own expense and risk,
In this case, any advance payments already made shall remain the property of the Supplier in return for the Buyer's use of the Products.
In the event of resale of the Products, the Buyer undertakes to immediately pay the Supplier the part of the price still due or to immediately notify the Supplier to enable it to exercise its right to claim the price from the third party Buyer and the Buyer undertakes to inform the sub-Buyer that the Products sold are subject to the application of a clause of title retention.
Resale authorisation will automatically be withdrawn in the event of the Buyer's receivership or liquidation.
Where applicable, the foreign Buyer will undertakes to carry out the formalities required for the validity of this clause as imposed in its State (registration, etc.).
12- LIABILITY - INSURANCE
12 .1. The Supplier shall make good any direct damage caused to the Buyer resulting from fault or negligence attributable to it in the performance of this contract. The Supplier shall not be bound to compensate for damage resulting from :
- the fault or negligence of the Buyer or third parties,
- the use by the Supplier of materials, technical documents, data and methods supplied by the Buyer or whose use has been imposed by the Buyer.
It is expressly agreed that the Supplier shall not be bound to compensate for any immaterial damage caused by the Supplier as a result of or in connection with the performance of these GTC. For the purpose of this clause, immaterial damage means any loss of a financial or commercial nature resulting in particular from the deprivation of use of a right or property, the interruption of a Service or any loss of profit or data. The Buyer guarantees that its insurers and any third party in a contractual situation with it shall waive any recourse against the Supplier and its insurers for such damage.
12.2. The Supplier shall not incur any liability towards the Buyer on the basis of the lack of safety of the Products, insofar as the goods concerned are used mainly by the Buyer on a professional basis. This limitation of liability only applies to damage caused to goods for professional use.
12.3 In any event, the total and cumulative liability, all causes combined, incurred by the Supplier towards the Buyer by virtue of this contract shall not exceed the value of the contractual amount of the Product or Services giving rise to the claim.
Above this amount, the Buyer and its insurers, for whom it acts as guarantor, waive all recourse against the supplier and its insurers.
For the use of the Products, the Buyer must refer, where applicable, to the corresponding technical manual and to the information specified on the packaging. Deterioration caused by natural wear and tear, by an external accident or by use of the Product not specified by the Supplier in the technical manual, excludes the Supplier's liability.
12.4 It is specified that the Supplier does not control the websites which are directly or indirectly linked to the Site. Consequently, it accepts no responsibility for the information published there. Links to third-party websites are provided for information purposes only and no guarantee is given as to their content.
Finally, the Supplier reserves the right to modify at any time or temporarily interrupt all or part of the Site for technical or other reasons, without having to inform the Buyer in advance. The Supplier may under no circumstances be held liable for these modifications or interruptions.
13- GUARANTEE
The Products are guaranteed against any material or manufacturing defect for a period of 12 months from the date of delivery of the Products or performance of the Services, in accordance with the guarantee certificate that may be attached to the Products. Interventions under the guarantee shall not extend the duration of the guarantee.
Under this warranty, the Supplier's sole obligation shall be, at its sole discretion, to replace or repair the Product or component recognised as defective by the Supplier. Unless expressly agreed otherwise, any carriage costs shall be borne by the Buyer.
The following defects are excluded from this warranty:
- defects due to negligence on the part of the Buyer in handling, storing or installing the Products without complying with the Seller's specifications and instructions and/or the rules of usage,
- defects resulting from the repair or modification of the Products by the Buyer himself or by a third party without the Supplier's prior written consent;
Beyond this 12-month contractual guarantee, an extension of the guarantee may be expressly subscribed to by the Buyer and will be the subject of a special agreement.
14- ANTI-CORRUPTION CLAUSE
Anti-corruption.
The Parties acknowledge having read the provisions of the CODE OF GOOD CONDUCT as well as the BUSINESS CODE OF CONDUCT 'ANTI-CORRUPTION AND INFLUENCE PEDDLING' of the NOVARC group available on the website www.novarc.com, to which they declare their unconditional adherence.
Each Party ensures that it has a thorough understanding of and complies with the applicable legislation relating to the fight against private or public corruption. It undertakes to adhere to all laws aimed at criminalising acts of passive or active corruption, passive or active influence peddling, extortion, unlawful taking of interest, embezzlement of public funds, favouritism, or any other breach of integrity in the countries where it operates, as well as all relevant international legislation.
Each Party represents and warrants to the other Party:
That she is not domiciled in a country subject to financial sanctions;
That neither itself, nor any of its administrators, directors or employees is in a situation of conflict of interest with the other Party;
That neither itself, nor any of its administrators, directors, or employees has engaged or will engage in any fraudulent, corrupt, collusive, or coercive practice or conduct that would constitute a violation of applicable laws and regulations regarding active and passive corruption, active or passive influence peddling, economic sanctions and embargoes, money laundering, or unfair competition.
That neither itself nor any of its shareholders, corporate officers, or directors are subject to measures of prohibition, exclusion, or asset freezing adopted by certain national authorities (such as the Directorate General of the Treasury, the Office of Foreign Assets Control of the US Treasury Department, the UK Treasury, the US State Department, the UK Foreign and Commonwealth Office) or international authorities (notably the United Nations, the World Bank, the European Union, or Interpol). It undertakes to immediately inform the other Party if such a measure is taken against it or against one of its shareholders, corporate officers, or directors.
That it will provide access to its archives and cooperate with the other Party in the context of any investigation concerning the contractual relationship in relation to the application or breach of the laws and regulations referred to in this paragraph. It will make available to the other Party the names and contact details of third parties with whom it may have contracted, within the framework of fulfilling its contractual commitments, for the provision of commercial intermediation services, as well as the purpose, terms, and conditions of said services, and the payments made.
That it will make its best efforts to ensure that third parties with whom it contracts (including, in particular, its subcontractors, service providers, suppliers, and consultants) agree in writing to commitments equivalent to those stipulated in this article and that they comply with them.
Each Party further undertakes not to propose or offer to an employee, manager, or corporate officer of the other Party, or to one of their relatives, any gift, invitation, or benefit that does not comply with the gifts and invitations policy issued by the NOVARC Group or that could influence or hinder the integrity, independence of judgment, or objectivity of said employee in their relations with the other Party, the subcontractor, or the service provider.
Any act of this nature constitutes sufficient grounds for:
- justify the cancellation or termination of the contractual relationship;
- demand the reimbursement of all amounts previously paid under the contractual relationship.
- take any other corrective action required under applicable law.
The Party noting that an act of corruption has occurred may alert local and/or extraterritorial anti-corruption authorities in accordance with the applicable legislation.
Each Party undertakes to confirm in writing and to provide at regular intervals any information that the other Party may reasonably require regarding the performance of its obligations in the fight against and prevention of corruption.
Each party, either by itself or through an authorised third party, reserves the right to carry out, at its sole discretion and at its own expense, any verification it deems useful, including as part of an on-site audit, to ensure compliance with the obligations arising from the provisions of this article. These audits will be scheduled at least 48 hours in advance and will not disrupt the continuity of the other Party's operations.
The Parties acknowledge that the commitments listed in this article are essential conditions of their engagement. They ensure compliance by their leaders, corporate officers, employees, and any subcontractors, service providers, suppliers, consultants, or intermediaries.
Declaration of absence of conflict of interest.
The Buyer declares on their honour not to be in any situation of conflict of interest, understood as any situation of interference between a public or professional interest and private interests, likely to influence or appear to influence the impartial, objective, and independent execution of the present terms.
The Buyer undertakes to fulfil his obligations in a fair, independent, and objective manner, in compliance with the applicable legal and ethical obligations, as well as to prevent any situation likely to constitute a real, potential, or apparent conflict of interest, throughout the duration of the Contract and/or these General Terms and Conditions. The Buyer is obliged to immediately inform the Supplier in writing of any new circumstance likely to give rise to one.
In the event of a conflict of interest, the Supplier reserves the right to take any necessary measures, including the suspension or termination of the contractual relation.
15- NON-REEXPORTATION CLAUSE
15.1 The Buyer shall comply with all financial or commercial measures of prohibitions or restrictions on the export, re-export, or provision of goods, technologies, or services, particularly to certain countries or entities, as adopted by international bodies, the European Union, or any competent national authority.
15.2 In particular, the Buyer shall not sell, export or re-export, directly or indirectly, to the Russian Federation and/or Belarus, or for use in the Russian Federation and/or in Belarus any goods supplied under or in connection with this Agreement and/or General Terms that fall under the scope, but not limited to, Article 12g of Council Regulation (EU) No 833/2014., Council Regulation (EC) No 765/2006, Council Regulation (EU) 2023/2878, and Council Regulation (EU) 2024/1865 .
15.3 The Buyer shall undertake its best efforts to ensure that the purpose of paragraph (15.2) is not frustrated by any third parties further down the commercial chain, including by possible resellers.
15.4 The Buyer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (15.2).
15.5 Any violation of paragraphs (15.2), (15.3) or (15.4) shall constitute a material breach of an essential element of this Agreement and/or of General Terms, and the Seller shall be entitled to seek appropriate remedies, including, but not limited to, suspension, refund and/or termination of the Agreement and/or of the concerned orders.
15.6 The Buyer shall immediately inform the Seller about any problems in applying paragraphs (15.2), (15.3) or (15.4), including any relevant activities by third parties that could frustrate the purpose of paragraph (15.2). The Buyer shall make available to the Seller information concerning compliance with the obligations under paragraph (15.2), (15.3) and (15.4) within two weeks of the simple request of such information.
16 – PROTECTION OF PERSONAL DATA
Personal data collected from Buyers is processed by the Supplier. It is recorded in the Supplier's customer file and is essential for processing the order. This information and personal data is also kept for security purposes, in order to comply with legal and regulatory obligations. It will be kept for as long as is necessary to fulfil orders and any applicable guarantees.
The Data Controller is the Supplier. Access to personal data will be strictly limited to employees of the data controller who are authorised to process such data by virtue of their duties. The information collected may be communicated to third parties linked to the company by contract, for the performance of sub-contracted tasks, without the Buyer's authorisation being required.
As part of performing their Services, third parties have only limited access to the data and are required to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases referred to 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 must do so for a legitimate reason.
If data is transferred outside the EU, the Buyer will be informed and guarantees taken to secure the data will be specified for example, adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.).
In accordance with the applicable regulations, the Buyer has the right to access, rectify, delete and port data concerning them, as well as the right to object to the processing for a legitimate reason. These rights may be exercised by contacting the Supplier's Data Protection Officer (DPO) at the following e-mail address rgpd@novarc.com.
If the Buyer, after having contacting the Supplier, considers that its "Data Processing and Civil Liberties" rights have not been respected, it may lodge a complaint with the CNIL. (3 Place de Fontenoy - TSA 80715 - 75334 Paris - Cedex 07).
17- FORCE MAJEURE
The occurrence of a case of force majeure within the meaning of article 1218 of the French Civil Code or of one of the following events: strike, stoppage of production facilities, shortage of transport, fire, civil unrest, terrorist attacks, war, health crisis, and more generally, any event beyond the control of the Parties preventing them from fulfilling their commitments, even temporarily, shall have the effect of suspending the performance of the Parties' contractual obligations.
Thus, for example, if a case of force majeure prevents the Supplier from meeting the delivery dates of the Products or the performance of the Services, the latter will be postponed so as to increase the contractual deadlines by a period equal to the time lost as a result of the case of force majeure. The Buyer may not claim any indemnity or compensation of any nature whatsoever from the Supplier as a result of a delay caused by force majeure.
18- CONFIDENTIALITY - INTELLECTUAL PROPERTY RIGHTS
18.1. Drawings, plans, studies, calculations, prototypes, models, engravings, photographs or any other material supplied by the Supplier remain its full and complete property and are strictly confidential.
The Buyer is prohibited from reproducing them or communicating them to third parties without the express agreement of the supplier.
As the sale price of the Product or Services paid by the Buyer in no way implies the transfer of the Supplier's intellectual and industrial property rights or know-how, the Buyer only has the right to use or sell the Products delivered, but not to reproduce them.
In the event of sale of the Products by the Buyer, the sub-Buyer shall be bound by the same terms as those of this clause with respect to the Buyer, who shall be liable to the Supplier.
18.2. Any representation or reproduction, in whole or in part, of the Site and its content, by any process whatsoever, without the Supplier's express prior authorisation, is prohibited and shall constitute an infringement punishable by the provisions of the Intellectual Property Code. Acceptance of the GTC implies recognition by the Buyer of the Supplier's intellectual property rights and a commitment to respect them.
19- MISCELLANEOUS PROVISIONS
19.1 - REVISION
These general terms and conditions of sale expressly exclude the legal regime of unforeseeability provided for in article 1195 of the French Civil Code for all transactions involving the sale of Products by the Supplier to the Buyer, which the latter expressly acknowledges and accepts.
19.2 - ENFORCEMENT IN KIND
The Parties declare that they waive the application of articles 1221 and 1223 of the French Civil Code relating to specific performance and proportional reduction of the price.
19.3 - NON-PERFORMANCE EXCEPTION
The Parties accept the application of article 1219 of the French Civil Code relating to the exception of non-performance. This option is used at the risk and peril of the Party taking the initiative.
However, this defence of non-performance cannot be used as a preventive measure, in accordance with the provisions of article 1220 of the French Civil Code.
20- RIGHT OF WITHDRAWAL
20.1. The Buyer has no right of withdrawal.
20.2 By way of exception, Law No. 2014-344 of 17 March 2014 on consumer affairs, known as the "Hamon Law", introduced a right of withdrawal for the benefit of "small professionals" meeting the conditions set out in Article L221-3 of the French Consumer Code. All information relating to the exercise of the right of withdrawal by the Buyer is available at the following address: www.maltep.com.
20.3. By continuing with their order, the Buyer expressly acknowledges that they have read all the information relating to the exercise of their right of withdrawal.
21- JURISDICTION CLAUSE AND APPLICABLE LAW
In the event of a dispute, if no amicable solution can be found within a reasonable timeframe, the most diligent Party may refer the matter to the competent court. ANY DISPUTE SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF PARIS, EVEN IN THE EVENT OF A THIRD PARTY CLAIM OR MULTIPLE DEFENDANTS, AND THE APPLICABLE LAW SHALL BE FRENCH LAW.
The application of the Vienna Convention is expressly excluded by the parties.
22- LANGUAGE
These GTC are written in French. Should they be translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute