Terms and conditions

  1. Preamble:

These general conditions of sale govern the relations between Newland Magnetics Europe SAS, hereinafter referred to as “NME” and the Clients, hereinafter referred to as “Buyer”. Both parties accept them without reservation.

 

  1. General clauses:

These general conditions of sale take precedence over all conditions of purchase, any general buying terms published by the Buyer shall not be applicable to relations between the parties unless expressly accepted in writing by NME and in any case shall in no way invalidate these General Terms. Any order of products supposes the acceptance of these general conditions of sale.

The weights, dimensions, prices, output, colours and other data relative to the supplied products and indicated in the catalogues, price lists, circulars or other illustrative documents published by NME, similarly the characteristics of samples, are merely indicative and are in no way binding, unless said product characteristics are indicated as such in the sale offer or in the order confirmation.

  1. Order:

Any order made with NME, does not form a contract until an Order Acknowledgement has been issued to the Buyer. NME reserves the right to refuse any order from a Buyer with whom there is a dispute over the payment of a previous order. The accuracy of the information given is the responsibility of the Buyer, when placing an order. In case of error in the wording of the recipient’s contact information, NME cannot be held responsible for non-delivery of the product.

In case of the modification made to the initial order by the Buyer, any additional cost due to the changes will be their responsibility. Only in the case of the inability of NME to realise the delivery of the order, the Buyer will be able to cancel his engagement.

If the non-performance of the contract by the buyer has been served by registered letter before the implementation of the products ordered by NME, it will not be billed to him.

  1. Prices

Prices on its quotes or other documents do not constitute an offer and do not commit NME.

The prices can be updated during the execution of the orders according to the variations of cost of the various parameters constituting the price (example: the raw materials).

Products or services are always billed at the rate in effect at the time of delivery and are quoted at the price Ex Works (the port and packaging remain the responsibility of the buyer). Unless alternative terms have been agreed between NME and the Buyer.

Payment must be made in accordance with the relative instructions in the sale offer or order acknowledgement unless otherwise agreed to, payments shall be made in Euros.

Prices expressed in currencies other than the Euro may be subject to variation pursuant to fluctuations in the exchange rate.

Any justified dispute of invoicing or delivery does not give the Buyer the right for the suspension of the payment of the invoice. Only a payment equal to the disputed amount may be retained until resolution of the dispute.

  1. Delivery:

Delivery terms are indicative only and shall be calculated in working days, therefore all liability shall be denied by NME for any damage resulting from early or delayed, total or partial deliveries.

The goods sold, travel at the risk and peril of the Buyer whether or not the owner of the goods, regardless of the mode of transport, that shipments are made free or carriage due. It is up to the Buyer to check the shipments on arrival and to exercise, if necessary, his recourse with the carrier.

The claims made by the Buyer on the occasion of a delivery must be formulated on the carrier’s receipt and confirmed in writing to the latter by registered letter within 3 days.

All return of goods must be done with the written consent of NME.

The delivery time not being met cannot be attributable to the seller in cases of force majeure such as: fire and machine break, flood, technical unemployment, strike, temporary ban on importing or exporting, supply difficulties for raw materials or materials that are an important part of the product mix and transport delays. No damages can be due in case of force majeure. NME will endeavour to warn the Buyer by any means, and within a reasonable time from the moment he is made aware of the occurrence of such a case of force majeure.

If the products are in the process of being manufactured, and the Buyer requests changes in the specification or the characteristics of the products, then the buyer must accept an increase of the initially contracted deadlines.

 

  1. Claims:

The Buyer is obliged to check the conformity of products and the absence of faults within 8 days from the date the products are delivered, while any hidden and/or functional defects (which can thus only be identified following use of the product) must be reported within 8 days of discovering the defect and in any case within the warranty period. Claims must be presented in writing to NME in accordance with the instructions and the methods indicated by the same, providing details of the faults and the non-conformities found. The Buyer shall forfeit their warranty rights should they not provide their consent for all reasonable controls requested by NME or should they fail to return the defective products within 10 days from the relative request. Following a regular claim by the Buyer, NME may, at its discretion, a) repair the defective products, b) supply the same type of products, in the same quantity as those proven to be defective, free of charge to the Buyer’s offices (DAP Incoterms 2010); c) issue a credit note to the Buyer for an amount equal to the value of the returned products indicated in the invoice. In all cases, NME may request the return of the defective products, of which it shall become the owner. Unless otherwise agreed between the Parties, it remains implicit that all expenses relative to assistance provided by the NME shall be borne by NME

All product returns must be approved by NME. Returns made without his agreement will not be accepted.

  1. Retention of title:

NME retains full ownership of the product of the contract order until full payment of the price and its accessories.

The Buyer cannot resell or transform the parts listed in the order without the prior consent of NME until payment has been made in full.

In case of non-compliance by the Buyer of one of its contractual obligations, NME may demand the immediate return of the products ordered until the execution by the latter of the all of its commitments. In addition, NME may terminate the order by registered letter with acknowledgment of receipt. In addition to its obligation to return the goods, the Buyer will be billed 30% of the total amount of the contract price as compensation attributable to payments already received.

  1. Warranty:

Unless otherwise agreed to in writing, the warranty shall be valid for 12 months (from the date on the invoice)

The above-mentioned warranty is valid on the condition that the products have been properly stored and used in compliance with the instructions in the General Catalogue and the technical data sheets supplied by NME, that no repairs, changes or alterations have been made without the prior written consent of NME and that the defects found have not been caused by chemical agents, electrical interference, physical shock or heat above the recommended working temperatures.

The defective operation is the result of force majeure.

The Buyer has not paid for all products subject to warranty.

This warranty is limited to the supply of any part (except worn parts), body or subassembly recognized as defective or not in conformity with the technical specifications.

The direct or indirect, actual or potential damages resulting from this defect are never the responsibility of NME

Notwithstanding Article 1641 of the Civil Code and in accordance with Article 1643 of the same Code, this warranty does not apply to accidents involving persons or things that may have resulted from a construction defect.

The repair or supply of parts during the warranty period cannot have the effect of prolonging it.

  1. Jurisdiction:

The commercial court of the principal place of registration of NME will be solely competent to judge any litigation that may arise from this contract, including in case of multiple defendants or warranty.

The law of the contract is French law