GENERAL TERMS AND CONDITIONS OF SALE 2024 - RETAILERS

Introduction

NORD'WAYS (hereinafter "the Company") specialises in the sale of personal protective equipment and, in particular, work shoes. 

The business relationship between NORD'WAYS and its co-contracting parties is based on the concept of good faith (Art. 1104 of the French Civil Code) and the communication of necessary information for the formation and execution of the contract (Art. 1112-1 of the French Civil Code).

General provisions

These general conditions of sale apply to all sales concluded by NORD'WAYS with professional co-contracting parties, hereinafter "the purchaser". They form the basis of commercial negotiation and shall prevail over the conditions of purchase, unless NORD'WAYS formally accepts them in writing. 

 Special conditions may, however, be granted to the purchaser, depending on the specific nature of his or her requests. 

The fact that the Company does not rely on any right arising from these T&Cs whatsoever, regardless of the period of time or significance of such tolerance, shall not be interpreted as a waiver or relinquishment of its right to ensure strict application of each clause in the T&Cs subsequently, at any time and without prior notice. 

In accordance with article R.541-173 of the French Environment Code, we hereby inform you of our unique identification number for EPR (Extended Producer Responsibility) schemes.  

EPR number for citéo emballage: FR300362_01BIZX 

Article 1: FORMATION OF THE SALE

Any order placed with the Company implies full and unreserved acceptance of these T&Cs by the purchaser; they form the sole basis for any sales negotiation and are sent to each customer upon entering into a business relationship and prior to any order being placed. 

The order form also validates the suitability of the product or products offered by NORD'WAYS to its needs. The purchaser is required to participate in the identification of its needs and is solely responsible for any errors or omissions made in this regard. 

Orders must contain an order number, the customer's name, delivery address, billing name and address, the Company’s reference number, quantity, purchase price and the desired delivery date. 

The sale is formed after NORD'WAYS has acknowledged receipt of and accepted the order form sent to it by the purchaser. 

Once the sales contract is formed, under the above conditions, no modification or unilateral cancellation of the order may occur, except with the written agreement of NORD'WAYS. 2  

The Company reserves the option of not continuing with an order in the following cases:  

- change in the purchaser’s solvency  

- bills not paid by the purchaser or disputes with the latter  

- abnormal order in terms of quantity and/or lead time. 

In these events, it will inform the purchaser thereof in writing at the earliest opportunity. The latter shall not be able to claim any compensation in this respect. 

Article 2: PRICES

Prices are sent by e-mail in the Company's Excel format and indicate the date of application and the date of validity. 

Products are sold at the price in force on the date the order is accepted. 

Prices are revised annually, and the Company will give notice of any new price 60 days before it comes into effect which will take place on that date failing any objection expressed within the same period 

Prices may be reviewed during the year in case of any significant change in the price of raw materials, packaging or transport cost, energy price or variation in the foreign exchange rate for products containing imported components. In this case, the Company will give notice 60 days before it comes into effect. 

Article 3: DELIVERY

3.1 Delivery of products:

Delivery shall take place when the products are handed over to the purchaser, at the latter's premises, with NORD'WAYS taking charge of organising the transport. 

NORD'WAYS shall also bear the cost of transport within mainland France, provided that the order is for at least 30 pairs of work shoes for orders by e-mail. For online orders on the https://commande.nordways.fr website, Nordways bears the cost of transport for at least 20 pairs of shoes. In the case of sales outside mainland France, INCOTERM EXW shall apply. 

3.2 Transfer of risks:

For deliveries outside the EXW incoterm, the transfer of risks occurs at the time of delivery of the products to the purchaser's premises, with the products travelling at the risk of NORD'WAYS.

3.3 Transport:

NORD'WAYS is responsible for organising the transport of products. However, the purchaser is required to check the quantity and quality of the products upon delivery in the presence of the carrier. In accordance with Article 133-3 of the French Commercial Code, any claim for damage or partial loss against the carrier must be notified to the carrier within three days by extrajudicial document or registered letter.

3.4 Delivery times:

The delivery times indicated by NORD'WAYS have only an indicative value. Exceeding delivery times may not give rise to damages, deductions, modifications or cancellations of orders in progress.

Article 4: PAYMENTS

4.1 Terms and conditions :

For France, the Company's invoices are payable at 30 days from the date of issue of invoice by bill of exchange or transfer. 

For "export sales" (deliveries of the Products inside and outside the EU): Invoices are payable by wire transfer prior to shipment. 

Moreover, in the event of any deterioration of the purchaser's credit rating after the formation of the sales contract, NORD'WAYS reserves the right to subordinate the continuation of the execution of the contract and in particular the delivery of the products to a cash payment or to the provision by the buyer of guarantees in favour of NORD'WAYS.

4.2 Discounts:

When the purchaser benefits from the above-mentioned payment period and in the event that the payment of the price of the products is paid by the latter occurs within a maximum period of ten days from issue of the invoice, it will benefit from to a discount of 1%.

4.3 Delays or defects:

In the event of late or non-payment, NORD'WAYS shall be entitled to suspend any order, without prejudice to any other action that NORD'WAYS may be entitled to take. In accordance with Article L. 441-6 of the French Commercial Code, any sum not paid by the due date shown on the invoice shall automatically lead to the application of late payment penalties equal to 10 times the legal interest rate, from the day following the payment date shown on the said invoice, in addition to the application of a fixed indemnity for collection costs of €40 as well as the obligation for the purchaser to pay to NORD'WAYS, by way of damages, a sum equal to 15% of the total amount due, without prejudice to any additional damages to which NORD'WAYS may be entitled. These penalties will be payable without any particular formality or formal notice. Furthermore, in the event of non-payment and 15 days after a formal notice has remained unsuccessful, the contract will be terminated automatically without the intervention of the judge if NORD'WAYS sees fit. 

Finally, in any event, the purchaser must reimburse NORD'WAYS all costs incurred for the recovery of sums due.

Article 5: RESERVATION OF TITLE CLAUSE

THE GOODS REMAIN THE PROPERTY OF THE COMPANY OR OF ITS HEIRS, ASSIGNS AND SUCCESSORS, UNTIL PAYMENT OF THE PRINCIPAL PRICE, COSTS AND INCIDENTALS HAS BEEN MADE IN FULL. IN CASE OF SETTLEMENT BY CHEQUE OR BILL OF TRADE, ONLY EFFECTIVE COLLECTION OF THE SUMS DUE SHALL BE CONSIDERED VALID PAYMENT.  

 

THE SIMPLE DELIVERY OF A BILL CREATING AN OBLIGATION TO PAY DOES NOT AMOUNT TO PAYMENT WITHIN THE MEANING OF THIS CLAUSE. 

 

THE PURCHASER UNDERTAKES TO NOTIFY ALL THIRD PARTIES OF THE COMPANY’S RIGHT OF OWNERSHIP OVER THE GOODS AND TO INFORM THE COMPANY IMMEDIATELY OF THE ATTACHMENT OR SEIZURE OF THE GOODS DELIVERED SUBJECT TO RESERVATION OF TITLE (OWNERSHIP) FOR THE BENEFIT OF ANY THIRD PARTY, APPENDING A COPY OF THE NOTIFICATION OF SEIZURE. 

 

DURING THE RESERVATION OF TITLE PERIOD, THE PURCHASER MUST HAVE THE DELIVERED PRODUCTS INSURED AT ITS EXPENSE FOR THE BENEFIT OF THE COMPANY, BY A REPUTABLE SOLVENT INSURANCE COMPANY, UNTIL OWNERSHIP HAS TRANSFERRED COMPLETELY AND TO SHOW PROOF THEREOF ON THE COMPANY’S FIRST REQUEST. 

 

THE PURCHASER UNDERTAKES TO SECURE FROM ITS INSURERS THE UNDERTAKING TO COMPENSATE THE COMPANY, IN THE EVENT OF ANY CLAIM, FOR UP TO AMOUNT INVOICED. 

IF THE GOODS THAT ARE THE SUBJECT OF RESERVATION OF TITLE HAVE BEEN RE-SOLD BY THE PURCHASER, THE COMPANY’S RECEIVABLE SHALL TRANSFER AUTOMATICALLY TO THE PURCHASER’S RECEIVABLE COMPRISED OF THE PRICE OF THE SAID PRODUCTS. 

 

THE PURCHASER HEREBY ASSIGNS TO THE COMPANY ANY RECEIVABLE WHICH MIGHT ARISE FROM THE RE-SALE OF PRODUCTS SUBJECT TO RESERVATION OF TITLE THAT HAVE NOT BEEN PAID FOR. 

 

THE COMPANY RESERVES THE RIGHT TO TAKE BACK OR LAY CLAIM TO GOODS SOLD SUBJECT TO THE RESERVATION OF TITLE CLAUSE IN CASE OF BILLS UNPAID BY THE PURCHASER, WITHOUT PREJUDICE TO ITS RIGHT TO RESCIND CURRENT SALES. 

 

TO THIS EFFECT, THE COMPANY RESERVES THE RIGHT TO DRAW UP OR HAVE DRAWN UP AN INVENTORY OF PRODUCTS IN STOCK AT THE PURCHASER’S, THE LATTER UNDERTAKING TO ALLOW FREE ACCESS TO ITS PREMISES AND ENSURING THAT IT IS ALWAYS POSSIBLE TO IDENTIFY THE GOODS IN QUESTION. 

 

IN CASE THE GOODS ARE CLAIMED BACK FOR PARTIAL OR TOTAL NON-PAYMENT, THOSE IN STOCK SHALL BE DEEMED TO CORRESPOND TO THE UNPAID RECEIVABLES. 

 

THE RESERVATION OF TITLE CLAUSE DOES NOT IMPEDE THE TRANSFER TO THE PURCHASER OF THE RISKS OF LOSS OR DETERIORATION OF THE GOODS UPON DELIVERY OF THE GOODS SUBJECT TO THE RESERVATION OF TITLE CLAUSE AS WELL AS THE DAMAGE OR LOSS THEY MIGHT CAUSE.

Article 6: GUARANTEES

6.1 Scope:

As indicated in Article 3, the purchaser must ensure the conformity of the products upon delivery. He or she undertakes to inform NORD'WAYS, by registered letter with acknowledgement of receipt, of any non-conformity or apparent defect within a maximum period of one day from delivery of the products. Failing this, the products shall be deemed to be in conformity and free from any apparent defect. 

In addition, the products sold by NORD'WAYS are guaranteed against hidden defects in accordance with Articles 1641 et seq. of the French Civil Code as of delivery thereof. With regard to non-conformity, apparent defects or hidden defects, the only obligation incumbent on NORD'WAYS will be, in the event of a defect proven by the production of any evidence, at its option, either the repair of the product, or the replacement of the product, or the refund of the price paid by the purchaser. Any shipping costs will be paid by NORD'WAYS only if the existence of a lack of conformity, an apparent defect, or a hidden defect is proven. In any event, the buyer shall refrain from intervening himself or herself or having a third party intervene. Otherwise, NORD'WAYS cannot be held liable.

6.2 Exclusion:

This guarantee shall not apply to damage that is not directly and exclusively attributable to NORD'WAYS and in particular in the event of defects and deterioration caused by natural wear and tear, negligence or a lack of maintenance attributable to the purchaser or a third party, misuse or abnormal use of the product attributable to the purchaser or a third party, particularly with regard to any instructions given by NORD'WAYS, as well as in the event of force majeure, fire, water damage, storms, etc... 

Furthermore, the purchaser accepts in advance the differences in colour shades that may exist between the samples presented and the finished product or, for a set of parts, between the parts themselves. NORD'WAYS shall never be held liable for such differences in colour.

6.3 Limitation:

In the event that NORD'WAYS is contractually liable, its liability shall be limited to the amount owed or paid by the purchaser to NORD'WAYS in respect of the sale in question. This sum is intended to repair all the damage suffered by the purchaser whatever their nature.

Article 7: RETURNING GOODS

7.1

The Company accepts no return of Products for any reason other than on grounds of a defect ascertained by both parties, unless the return has been accepted expressly by the Company. 

Failing which, the returned goods shall be refused and no credit note shall be issued in favour of the customer.

7.2

Where a sales return has been expressly agreed, this return is conditional upon : 

- the Products returned having been delivered less than 6 months ago;

- and being in perfect re-saleable condition, in their original packaging. 

The costs of return carriage are at the customer’s expense.

7.3

Subject to the qualitative and quantitative checks on the returned Products following a commercial agreement, a credit note shall be issued in favour of the purchaser for an amount representing no more than 80% of the price initially invoiced (in order to take account of the ensuing clerical, handling and inspection costs for the Company).

Article 8: INTELLECTUAL PROPERTY

8.1

Any customer may only mention or use the trademarks, logos, documents, projects, studies or any other intellectual property rights belonging to the Company or appearing on the Products marketed by the Company with the express, written and prior authorisation of the Company or for the sole purpose of promoting the resale of the Products marketed by the Company under conditions normal to its business. The Company may withdraw its consent at any time, and the Purchaser must cease or modify the advertising or presentation in accordance with the Company's instructions and at the Purchaser’s expense. Notwithstanding the Company's agreement, the Purchaser shall in all cases remain responsible for ensuring that the presentation or advertising complies with legal requirements and does not infringe any other intellectual property rights.

8.2

Without its prior express written agreement, the Company in particular forbids the use by the purchaser of its trademarks, logos or the image of its Products in the context of promotional operations of the coupon or money-off voucher type destined for the consumer, or in connection with responding to calls for tender or submitting any quotations whatsoever at the end of which the customer will substitute other products for the Company’s Products.

8.3

The Company reserves the right to object to, cause to cease or seek damages for any use it considers unfair or as amounting to an act of commercial free-riding or contrary to its image or as infringing any rights it may have granted. In addition, by accepting to distribute the Company’s Products and by using its image in this connection, the Customer agrees that during the business relationship and for a further two years after its termination, it shall not distribute products presenting features similar to those of the Company to customers to whom it had previously presented the Company’s Products.

8.4

The Company remains free to respond favourably (subject to prior negotiation over costs and conditions) to any specific request from a customer relating in particular to the presentation of the trademarks and Products of the Company (specific formats, specific claims, etc.).

Article 9: FORCE MAJEURE AND EXCEPTIONAL CIRCUMSTANCES

Constitutes a case of force majeure each event that meets the criteria defined by law and jurisprudence. The Company shall not be held liable, under the obligations of the present terms and conditions of sale, if such an event occurs. No penalties may be applied for any default or delay in the execution of its obligations.  The parties also agree that some duly justified exceptional circumstances, which are beyond the control of the party that owes the obligation and to which it cannot reasonably remedy, constitute grounds for exoneration of penalties. 

The company is committed to inform immediately the customer in the event of a case of force majeure or an exceptional circumstance, grounds for exemption that makes impossible to perform all or part of any one of its obligations and in particular those related to the delivery of the products. The parties decide on what action to take because of non-execution of the contract. 

In the event of temporary incapacity, the fulfilment of the obligations shall be suspended. In case of permanent incapacity, the contract shall be automatically terminated, and the Parties shall be reciprocally released from their obligations.

Article 10: DISPUTE CLAUSE

The contractual and business relations of the parties are subject to French law. 

The parties shall attempt to resolve amicably any difficulties arising in relation to the negotiation, interpretation, validity, performance or termination of the contractual relations between the Company and the purchaser, as well as in connection with the acts that ensue therefrom, and their continued effects. 

If no agreement is reached within a reasonable time from, the Commercial Court of the registered office of NORD'WAYS shall be the sole competent.