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NOVINTEC GENERAL TERMS AND CONDITIONS OF SALE

TNS/C/20 – 18/01/2016

Proprietary document. No part of this document may be disclosed or reproduced without the prior written consent of Novintec

1/ GENERAL Provisions:

The present general terms apply in their entirety and shall prevail over any general terms of purchase or any other document issued by the CLIENT, irrespective of the terms thereof. Any document of allocation, letter of intent, letter of acceptance or of allocation, first order (« the DOCUMENT OF ASSIGNMENT »), order or equivalent document sent to NOVINTEC (« NOVINTEC ») implies the unreserved acceptance of its prices and/or rates and of these General Terms and Conditions of Sale(“GTC”). Any other terms and conditions in contradiction with the present document will be taken into account only if expressly accepted in writing by NOVINTEC before the date of conclusion of the contract.

If any provisions of any contract originating herefrom is declared void by a Court or any other administration or authority, such a decision shall not under any circumstances affect the validity of the other provisions thereof. Under no circumstances shall the failure to exercise, at a given time, a prerogative provided for under these General Terms and Conditions, or to require the performance of any provision of the agreement originating therefrom may not in any case be interpreted as either an amendment to the agreement, nor as an express or tacit waiver of the right to exercise said prerogative in the future, or of the right to require the strict performance of the undertakings given hereunder.

These GTC shall apply to the supply of manufacturing services, as well as to the complete management of projects for the design and manufacture of filters, switching and distribution of fluids solutions, and fully equipped assemblies and blocks, designed for industrials and professionals on the aerospace and space, mechanical sport, and nuclear markets (« the SERVICES”) that NOVINTEC may perform to the benefit of professional clients in the same speciality or a different speciality but directly related to the SERVICES sold (« the CLIENT »).

These GTC are based on article L.442-6 of the French Code of commerce, on the commercial usage of the Aerospace profession, and on the practices of NOVINTEC.

2/ APPLICABLE LAW –JURISDICTION

2.1/ Applicable law :

These GTC shall be governed by French law, to the exclusion of any international convention.

2.2/ Settlement of disputes :

The parties undertake to try to settle their disputes amicably before referring their case to the competent Tribunal.

Failing an amicable agreement, it is explicitly agreed that any dispute relating to the contract shall come under the sole jurisdiction of the Court within whose jurisdictional district NOVINTEC’s address for service is located, even in the event of summary proceedings, appeal, accessory claim or proceedings involving multiple defendants.

3/ CONCLUSION OF THE CONTRACT

The DOCUMENT OF ASSIGNMENT provided by the CLIENT to NOVINTEC constitutes a pure and simple acceptance of the last offer sent by NOVINTEC to the CLIENT and of these GTC. If it does not itself constitute an order, the DOCUMENT OF ASSIGNMENT signifies that the CLIENT undertakes to place an order with NOVINTEC based on the last offer sent by NOVINTEC to the CLIENT.

Nevertheless, the contract (« the CONTRACT ») shall only be valid once NOVINTEC has accepted in writing the DOCUMENT OF ASSIGNMENT or any other equivalent document sent by the CLIENT. However, for lack of written confirmation by NOVINTEC, the date of the start of performance or of implementation of the procedures by NOVINTEC shall constitute the date of conclusion of the CONTRACT. Any modification or withdrawal by the CLIENT from the time of the conclusion of the CONTRACT will be taken into account only if such modification is reasonable and has been accepted in writing by NOVINTEC.

The following documents form an integral part of the CONTRACT, in the following decreasing order of priority:

  • These GTC,
  • The specific conditions accepted by both parties,
  • The order accepted by any means, notably by acknowledgement of receipt or order confirmation,
  • the documents of the CLIENT completing these GTC,
  • the studies, estimates and technical documents communicated prior to the conclusion of the main contract and accepted by the parties,
  • the delivery form,
  • the invoice.

4/ QUANTITIES, PRICES AND DEADLINES

4.1/ Variation of the elements which determine the price of the SERVICES :

The Parties recognise that the price of the SERVICES is determined based on the following:

  • the specifications or the compliance matrix known and set on the date on which the estimate or the commercial offer has been prepared;
  • a budget including costs of studies, products’ development and qualification costs anticipated by NOVINTEC;
  • specific investments to be realised by NOVINTEC for the performance of the SERVICES; and
  • minimum quantity of order and delivery rate.

In the event of variation of all or part of such indications or if the minimum quantities anticipated on the formation date of the CONTRACT is not met, the parties shall enter into consultation in order to find a solution to the consequences of such deviation, which are likely to change the stability of the the CONTRACT to the detriment of NOVINTEC. In particular, the parties shall meet to determine the conditions for compensating all the costs, including namely studies, products’ development and qualification costs, borne by NOVINTEC for the purpose of the performance of the SERVICES.

In the event of variation with the increase of quantities and/or volumes and schedulings and/or investments, NOVINTEC will do what it can to satisfy the request of the CLIENT in quantities and times compatible with its capacities for production, transport, subcontracting, both human and financial.

4.2/ Amendment to the CONTRACT

Any amendment to the CONTRACT is subordinated to the prior and written acceptance of NOVINTEC.

4.3/ Order cancellation :

The order constitutes an element of the CONTRACT or the CONTRACT itself. It may not therefore be cancelled, unless with the express prior consent of NOVINTEC. In this case, the down payment already made shall be forfeit to NOVINTEC as a penalty clause, the CLIENT having in addition to compensate NOVINTEC for all of the expenses incurred (namely specific equipment, studies costs, products’ development and qualification costs, labour and supply expenses, tools, etc.) and for all of the direct and indirect consequences resulting thereof.

4.4/ Modifications of the CONTRACT – Effects on stocks :

Any modification, breach or suspension of the CONTRACT not permitting the exhaustion of stocks in accordance with the terms of the CONTRACT shall lead to renegotiation of the initial economic conditions that would permit the appropriate compensation of NOVINTEC.

5/ PREPARATORY AND DESIGN WORK

5.1/ Plans, studies, specifications :

All plans, studies, specifications, technical documents or estimates sent to the CLIENT are communicated within the framework of a loan for use whose purpose is the evaluation and the discussion of the commercial offer of NOVINTEC. They shall not be used by the CLIENT for other purposes. NOVINTEC remains the owner of all of the material and intellectual property rights over documents loaned. These documents shall be returned to NOVINTEC on first request. The same goes for the studies that NOVINTEC proposes to improve the quality or the cost price of the parts, by an original modification to the specifications. These modifications accepted by the CLIENT may not lead to the transfer of liability against NOVINTEC.

Any transfer of intellectual property rights or of know-how shall be the subject of a contract between NOVINTEC and the CLIENT.

In case of breach by the CLIENT of NOVINTEC’s intellectual property rights namely, but not limited to, in case of passing on the plans, studies, specifications, technical documents or estimates to a third party for the purpose of having the products realised by such third party, NOVINTEC reserves the right to claim compensation to the CLIENT for the damage suffered.

5.2/ Design of parts :

Unless a specific design contract is signed between the parties giving rise to a specific remuneration to the benefit of NOVINTEC, NOVINTEC is not designer of the parts that it produces. NOVINTEC’s role is that of an industrial subcontractor. The design whose result is the complete definition of a product can however be the subject of total or partial industrial subcontracting, if and when the CLIENT has ultimate responsibility for it in relation to the industrial result sought.

5.3/ Supply of samples :

The samples, models or prototypes sent to the CLIENT, before or after the conclusion of the CONTRACT, are covered by strict confidentiality. They may be communicated to a third party only with the express authorisation of NOVINTEC.

The models and prototypes, if they are not managed within the framework of the CONTRACT, shall be the subject of a specific order.

5.4/ Tools :

 a) When they are supplied by the CLIENT, tools are required to bear in a distinct manner the assembly or usage reference marks and shall be supplied free of charge at the site specified by NOVINTEC. The CLIENT assumes full responsibility for the absolute consistency between these tools and the plans and specifications.

However and at the request of the CLIENT, NOVINTEC may verify this consistency and reserves the right to invoice the costs of such operations.

If NOVINTEC deems it necessary to make modifications in order to ensure the proper production of parts, the costs resulting therefrom shall be borne by the CLIENT, subject to NOVINTEC having previously informed the CLIENT in writing.

For series orders, the CLIENT shall request the manufacture of standard parts, which shall be submitted to the CLIENT by NOVINTEC and which shall be accepted by it after all necessary checks and tests, acceptance being deemed to have been acquired for lack of written observations by the CLIENT within the period of fifteen days from the date on which standard parts were received.

If the plans and specifications of the CLIENT do not permit a complete verification of the perfect consistency with the tools provided by the latter; the forms, dimensions and thickness of parts obtained would be, for this reason, determined in full or partly by these tools.

Responsibility for the result obtained concerning these data would therefore fall exclusively to the CLIENT, the latter having been advised in writing by NOVINTEC.

In all cases, if the tools received by NOVINTEC would not conform to the use that NOVINTEC could reasonably expect, NOVINTEC may request that the price of the parts initially agreed on shall be reviewed, an agreement with the CLIENT having to occur before any start to the production of parts.

b) When it is assigned by the CLIENT to produce tools, NOVINTEC shall produce them in agreement with the CLIENT, according to the needs of its own manufacturing technology. Their production cost, as well as the costs of replacement or maintenance, shall be paid to it independently of the supply of parts.

NOVINTEC may not be bound to the costs of replacing tools beyond the supply of quantities for which it has been provided for contractually or resulting from normal wear and tear.

Except by prior agreement with NOVINTEC concerning a price increase to cover this risk, the CLIENT is bound, either to provide new replacement tools, or to cover the costs of their production or their restoration by NOVINTEC.

c) The price of manufacturing tools designed by NOVINTEC, whether it produced them or not, does not include the intellectual property of the manufacturer on these tools, i.e. the contribution of their know-how or its patents for their design or development. The same goes for the possible adaptations that NOVINTEC carries out on tools provided by the CLIENT to ensure the proper production of parts or the increase in productivity.

Tools remain in the custody of NOVINTEC after performance of the order and the CLIENT may repossess them only after the parties agreed in writing on the conditions for the use of the intellectual property of NOVINTEC, in accordance with the provisions of the Code of intellectual property, and after payment of all invoices that are due to them for whatever reason. These tools are kept in good working order by NOVINTEC, the consequences of their wear and tear, repair or replacement being at the charge of the CLIENT.

Unless otherwise agreed between the parties, such tools shall be paid at the rate of 50% upon ordering and the remaining balance at completion, or on the date of delivery, or upon acceptance of standard parts as the case may be. Acceptance of standard parts may not occur beyond a maximum period of 30 days after the date of presentation.

d) In the event that the CLIENT decides the start of the parts’ production despite a provisional acceptance or acceptance with reservations of tools or standard parts, it may not delay payment for the tools after the date of the start of production. This provision applies without prejudice to the possibility for the CLIENT to apply a holdback of a maximum amount of 5% within the conditions set by law n° 71-584 of 16th July 1971 which is public policy.

e) NOVINTEC shall refrain at all times from using on behalf of a third party the tools referred to in paragraphs a, b and c above, whether or not NOVINTEC is the owner of them, unless with the prior written consent of the CLIENT.

5.5/ Custody of tools :

The CLIENT, who keeps full responsibility for the tools referred to in the paragraphs of Article 4.4 and of which it is the owner, shall be solely responsible to provide for appropriate insurance covering their deterioration or their destruction for whatever reason within the company, and hereby waives any action against the manufacturer. These various tools are returned to it upon its request or at the will of the manufacturer, in the state in which they remain at that time, subject to the complete payment of such tools as well as the manufactured parts. If they remain under the custody of NOVINTEC, they shall be kept free of charge for a period of three years as from the last delivery. Beyond this period, if the CLIENT has not requested the return of its tools or if the principles and conditions of an extension of their storage has not agreed with NOVINTEC, the latter is entitled to proceed to their destruction, after a formal notice by registered letter remained without effect for a period of three months.

6/ CHARACTERISTICS AND STATus OF PRODUCTS ORDERED

6.1/ Destination of products :

The CLIENT is responsible for the implementation of the product under normal and reasonably foreseeable conditions of use and in accordance with the safety and environment legislation in force at the place of use as well as with the good practice of their profession.

In particular, Client shall be solely responsible for choosing a product corresponding to its technical need and, if necessary, to ensure with NOVINTEC the fitness of the product for the intended purpose.

6.2/ Packaging of products :

 a) The containers, frames, pallets and any other permanent materials that are the property of NOVINTEC, shall be returned by the CLIENT clean and in a good state and carriage paid, at the latest within thirty days from their receipt, for lack of which they are invoiced by NOVINTEC. If these materials are the property of the CLIENT, the latter must send them clean and in good state, at the latest for a date previously agreed on with NOVINTEC and to the site specified by the latter. Any delay in the delivery of the packaging by the CLIENT shall be indicated to NOVINTEC and, in any case, no penalties of any nature may be imposed against the latter.

b) At the request of the CLIENT, the parts may be the subject of specific protection operations. The CLIENT shall be solely responsible for determining such operations, and their costs shall be charged by NOVINTEC to it.

6.3/ Transmission of information relating to the product.

The CLIENT undertakes to pass on the necessary information for the implementation of the product to the potential subpurchaser. NOVINTEC ensures the traceability of the product up to the day of delivery to the CLIENT, in accordance with article 8.2 of these GTC.

7/ INTELLECTUAL PROPERTY AND CONFIDENTIALITY

7.1/ Intellectual property and know-how of documents and products :

All intellectual property rights, as well as know-how incorporated into transmitted documents, samples, prototypes, products delivered and the services carried out remain the exclusive property of NOVINTEC.

Any transfer of intellectual property rights or know-how shall be the subject of a contract with NOVINTEC. NOVINTEC reserves the right to dispose of its know-how and the results of its own research and development work.

7.2/ Confidentiality clause :

The parties mutually commit to a general obligation of confidentiality concerning any verbal or written information, of whatever nature and on whatever type of media (discussion reports, plans, computerised data exchanges, activities, installations, projects, know-how, products etc.) exchanged within the framework of the preparation and performance of the contract except for information generally known to the public or that which will become so in a way other than by the fault or actions of the CLIENT.

Consequently, the parties undertake:

  • to keep strictly secret any confidential information, and notably never to disclose or communicate, in any way, directly or indirectly, all or part of the confidential information, to any person, without the prior written consent of the other party;
  • not to use all or part of the confidential information for purposes or for activities other than the performance of the contract;
  • not to carry out any copying or imitation of all or part of the confidential information.

The CLIENT shall take all necessary measures so as to ensure the compliance with this confidentiality obligation, for the entire duration of the contract and even after its expiry, and guarantees that all of its employees will comply with this obligation. This obligation is an obligation of results (obligation de résultat).

7.3/ Indemnification in the event of counterfeit :

The CLIENT guarantees that at the time of performance of the contract, the contents of plans and specifications and their implementation conditions do not use the intellectual property rights or a know-how belonging to a third party. It guarantees it may dispose of them freely without breaching a contractual or legal obligation. The CLIENT guarantees NOVINTEC against the direct or indirect consequences of any civil or criminal liability action resulting namely from an action for breach of intellectual property rights or unfair competition.

8/ DELIVERY, TRANSPORT, VERIFICATION AND acceptance OF PRODUCTS

8.1/ Delivery deadlines :

The delivery deadlines shall run from the latest of the following dates:

  • date of acknowledgement of receipt of the order,
  • date of receipt of all materials, equipment, supplies, tools, specific packaging, fulfilment details due by the CLIENT,
  • date of performance of prior contractual or legal obligations due by the CLIENT.

The deadline agreed on is an important element which shall be specified in the contract together with its nature (time to availability, time for presentation for acceptance, delivery time, legal deadline for acceptance etc.). The deadlines are given for information only and may be modified in the event of the unforeseen occurrence of circumstances independent of the will of NOVINTEC.

8.2/ Terms of delivery:

Unless the parties otherwise agree in writing, delivery is considered to have been made at the factories or warehouses of NOVINTEC. Risks shall consequently pass to the CLIENT after delivery without prejudice to the right of NOVINTEC to invoke the benefit of the retention of title clause or to exercise its right of retention.

In the event the CLIENT has concluded the transport contract and bears its cost, the CLIENT shall bear all financial consequences of a direct action of the carrier against the Manufacturer.

8.3/ Transport – customs – insurance :

Unless otherwise agreed, all operations of transport, insurance, customs, handling, transport to work site, are at the charge, expense and risk of the CLIENT, who shall be responsible for checking the shipments upon arrival and making, if necessary, the claims against the carriers, even if the shipment was carriage paid. In the event of dispatch by NOVINTEC, the shipment is made with postage due, at the lowest rates, unless expressly requested by the CLIENT, in which case the additional transport costs shall be passed on to the CLIENT.

8.4/ Verification of products :

The CLIENT must at its own expense and under its own responsibility verify or have verified the conformity of the products within the terms of the order.

8.5/ Acceptance of parts :

The CLIENT shall carry out the legal acceptance of the products under which it acknowledges conformity to the contract. Acceptance is equivalent to acknowledgement of the absence of apparent defects.

a) The CLIENT consequently decides on the technical terms and conditions, which fixes the specifications that define, in all their aspects, the parts to produce, as well as the nature and the details of inspection, testing and checks required for their acceptance.

b) In all cases, the nature and the extent of the necessary checks and tests, the norms and the severity classes concerned, as well as the tolerances of any nature, must be specified in the plans and the specifications which the CLIENT shall attach to their call for bids and confirmed in the contract agreed between NOVINTEC and the CLIENT, this to determine in particular the conditions of implementation of the guarantee defined in article 13.

c) For lack of specifications concerning the checks and tests to be carried out on the parts, NOVINTEC shall carry out only a simple visual and dimensional check on the main aspects.

d) The inspections and tests judged to be necessary by the CLIENT are carried out at their request by NOVINTEC, themselves or have them carried out by an independent laboratory or organism. This shall be specified before the conclusion of the CONTRACT, together with the nature and the extent of these inspections and tests. Acceptance shall takes place at the production site, at the expense of the CLIENT, at the latest during the week following the notice of availability for acceptance, sent by NOVINTEC to the CLIENT or to the organism in charge of this acceptance. In case of a failure due to the CLIENT’s or the inspecting organism’s fault, the parts are stored by NOVINTEC at the expense and risk of the CLIENT.

After a second notification from NOVINTEC remained ineffective for fifteen days following its dispatch, the parts are considered to have been officially accepted and NOVINTEC is entitled to dispatch them and to invoice them. In the same way, in the event of a use of the parts by the CLIENT, such parts shall be considered to have been accepted.

e) The costs for checks and tests is generally distinct from that of the parts but may be incorporated into it after an agreement between NOVINTEC and the CLIENT. These costs take into account the cost of specific work necessary for obtaining the conditions essential for the proper implementation of such checks, namely in the case of destructive tests.

f) Manufacturing carried out within the framework of a system of Quality Assurance require this condition to be specified by the CLIENT in their call for bids and in their order, NOVINTEC confirming this in its offer and in its acceptance of the order, without prejudice to the provisions of the previous articles.

9/ UNFORESEEN EVENTS AND FORCE MAJEURE

9.1/ Unforeseen events clause :

In the event of the occurrence of an event outside the will of the parties that compromises the CONTRACT’s balance to the point of being detrimental to NOVINTEC, and to the performance of its obligations, the parties shall negotiate in good faith an amendment to the CONTRACT. This shall include the following events: change in the price of raw materials, change of customs tariffs, change in exchange rates, amendments of legislations, change to the financial situation of the CLIENT. For lack of agreement between the parties, NOVINTEC shall be entitled to terminate the CONTRACT with a three months’ notice.

9.2/ Force majeure :

Neither of the parties in the present CONTRAT may be held liable for a delay or their failure to perform any of their obligations in the CONTRACT if such delay or failure are the direct or indirect result of an event of force majeure, being understood in a broader sense than French case law such as:

  • occurrence of a natural disaster,
  • earthquake, storm, fire, flooding, etc…
  • armed struggle, war, conflict, attacks,
  • labour dispute, total or partial strike at NOVINTEC, its suppliers or the CLIENT,
  • labour dispute, total or partial strike with service providers, carriers, mail service, public services, etc…
  • injunction by the authorities (ban on importing, embargo),
  • operating accidents, machinery breakdown, explosion.

Each party shall immediately inform the other party of the occurrence of an event of force majeure of which they will be aware and which, in their opinion, is likely to affect the performance of the CONTRACT.

If the duration of the impediment exceeds 10 working days, the parties shall enter into consultation within 5 working days following the expiry of the 10 working day period to examine in good faith if the contract shall continue or be terminated.

10/ PRICES

Prices are given in Euros, exclusive of taxes and « ex works », except for specific provisions provided for in the CONTRACT. They are invoiced under the conditions of the CONTRACT.

The price corresponds exclusively to the products and services specified in the offer and are established in accordance with the conditions as described in article 4.1.

11/ QUANTITIES IN « FIRM » ORDERS

Any dispute as to the quantity of parts may be taken into consideration by NOVINTEC only if it has been indicated to them within a maximum delay of 48 hours.

12/ PAYMENT

12.1/ Payment deadlines :

In accordance with article L441-6 of the Code of commerce as it results from economy modernisation law n°2008-776 of 4th August 2008, called LME, the term agreed between the parties to pay sums due may not exceed forty-five days end of month or sixty days from the date of issue of the invoice.

Any clause or request aiming to set or to obtain a payment term greater than this maximum period may be considered as grossly unfair (manifestement abusive) in the sense of article L 442-6-I 7 of the Code of commerce as it results from economy modernisation law n°2008-776 of 4th August 2008 and is punishable namely by a civil fine of up to two million euros.

12.2/ Late payment :

In accordance with article L441-6 paragraph 12 of the Code of commerce as it results from economy modernisation law n°2008-776 of 4th August 2008, any late payment shall result in the application of an interest for late payment equal to the most recent refinancing rate of the European Central Bank increased by ten percentage points.

NOVINTEC may likewise require the CLIENT to pay a compensation set at a minimum of 40 € per unpaid invoice, to cover administrative and debt recovery costs incurred in dealing with the outstanding debt.

Any late payment shall result, in NOVINTEC’s sole discretion, to the forfeiture of the contractual term, with the totality of sums due becoming immediately payable.

The fact that NOVINTEC claims the benefit of one or the other of these provisions does not deprive it of the right to apply the retention of ownership clause stipulated in article 12.6.

12.3/ Change in the CLIENT’s situation :

In the event of a deterioration in the CLIENT’s situation observed by a financial establishment or proven by a significant delay in payment or a delay in the return of the bills of exchange or when the financial situation differs noticeably from the data made available, products shall only be delivered in consideration for immediate payment.

In the event of late payment, NOVINTEC is entitled to a right of retention over the manufactured products and related supplies.

In the event of sale, transfer, pledging as security or contributing of its business, or of a significant part of its assets or of its equipment by the CLIENT, NOVINTEC reserves the right and without formal notice:

  • to call for acceleration of the debt and consequently make any sums overdue for whatever reason immediately payable,
  • to suspend any shipment,
  • on the one hand, cancel any ongoing contracts and on the other hand, retain any down payments received, tools and parts held, until the potential compensation is fixed.

12.4/ Compensation of Payments :

The CLIENT shall refrain from any illicit practice of automatic debit or credit, of invoicing NOVINTEC for any sum that has not been explicitly recognised by the latter as its responsibility.

Any automatic debit will constitute an outstanding payment and will give rise to the application of the provisions of article 12.2 in terms of late payment.

The parties however reserve the right to resort to legal or conventional compensation of debts.

12.5/ Legal payment guarantee in the event of a subcontracting contract :

When the contract signed is part of a chain of service contracts in the sense of law n° 75-1334 of 31st December 1975, the CLIENT has the legal obligation of obtaining acceptance of NOVINTEC by its own ordering party. It is also obliged to obtain acceptance of the payment terms of NOVINTEC by the former. If the ordering party is not the end customer, the CLIENT shall require that such ordering party applies the conditions of the 1975 law.

In accordance with article 3 of the 1975 law, the absence of presentation or of approval shall prevent CLIENT from invoking the contract against NOVINTEC. This impossibility includes namely claims related to potential non conformity with the specifications. However, in accordance with the aforementioned article, the CLIENT shall remain liable to the subcontractor for the performance of its contractual obligations.

For the purpose of these GTC, the 1975 law is considered as international public-order legislation applicable throughout the CLIENT to foreign end customers.

12.6/ Retention of title

NOVINTEC shall retain title to the goods that are the subject of the CONTRACT until the effective payment in full of the price including the principal and accessories. Lack of payment for any of the payment terms may result in the goods being claimed back. Nevertheless, these provisions do not prevent, as from loading of the products for delivery, the transfer to the CLIENT of the risks of loss or deterioration of the products and those of damages that these goods may cause.

13/ LIABILITY AND GUARANTEE

13.1/ Definition of the liability of NOVINTEC :

The liability of NOVINTEC shall be strictly limited to compliance with the specifications of the CLIENT, as stipulated in the specifications schedule (cahier des charges).

NOVINTEC shall carry out the work requested by the CLIENT, according to the good practice of its profession.

In the event of a claim by the CLIENT concerning the parts delivered, NOVINTEC reserves the right to examine them on site.

In the event of a lack of conformity, NOVINTEC shall, after agreement with the CLIENT:

  • either to credit the CLIENT with the value of the parts recognised as non-compliant with the plans and contractual technical specifications or with the standard parts accepted by them,
  • or to replace the scrapped parts which will give rise to a credit note. The replacement parts being manufactured at the same price as the parts being replaced,
  • or to bring or have them brought into compliance.

The process of bringing parts into compliance is carried out according to the methods mutually agreed. NOVINTEC shall bear the cost of such process if it accepts to carry out the work itself or shall give its prior consent if the CLIENT decides to carry out the process for a price which shall be made known to NOVINTEC beforehand.

The parts for which the CLIENT has obtained the replacement or brought into compliance by NOVINTEC, are returned to the latter by carriage forward, NOVINTEC reserving the right to choose the carrier.

Any parts brought into conformity by the CLIENT without the prior consent of NOVINTEC, concerning its principle and its cost, shall result in the loss for the CLIENT of any rights to claim against NOVINTEC.

13.2/ Limitations and exclusion of liability of NOVINTEC :

The liability of NOVINTEC shall be limited to direct material damages caused to the CLIENT resulting from faults attributable to NOVINTEC during the performance of the contract.

NOVINTEC shall not be liable to compensate the harmful consequences resulting from faults committed by the CLIENT or by third parties in relation to the performance of the contract.

NOVINTEC is not liable for damages resulting from the use by the CLIENT of technical documents, information or data provided by the CLIENT or imposed by the latter. Under no circumstance shall NOVINTEC be obliged to compensate for consequential or indirect damages such as: operating losses, loss of profit, loss of opportunity, loss of business, loss of earnings. The liability of NOVINTEC is excluded:

  • for defects originating from materials supplied by the CLIENT,
  • for defects originating from a design carried out by the CLIENT,
  • for defects resulting fully or partly from the normal wear and tear of the part, deteriorations or accidents attributable to the CLIENT or to a third party,
  • in the event of modification, abnormal or non-standard use or use not conforming to the product’s purpose, to good practices or to recommendations by NOVINTEC.

In the event the parties have agreed on penalties and compensation, such sums are deemed to be a lump sum compensation, and are exclusive of any other sanction or compensation.

The total liability of  NOVINTEC, from all claims, causes of action, liabilities except for bodily injuries and serious breach (faute lourde), is limited to the maximum amount corresponding to the value received in return for the supply on the day the services are provided.

The CLIENT guarantees that its insurers or third parties in a contractual relationship with it waive all claims against NOVINTEC or its insurers beyond the limits and exclusions set out above.

13.3/ Guarantee of NOVINTEC :

NOVINTEC products are inspected before delivery and are guaranteed in accordance with the conditions of acceptance of the seller. The warranty period is 12 months from the date of shipment. To be valid, any claim by the customer must be notified in writing to the seller within 30 days of discovery of the defect affecting a product. If the defect is visible claim must be notified to the seller within 30 days of the delivery of this product.  The warranty period for the spare parts supplied or repaired under warranty, died at the same date as the delivered products of origin.

14/ TERMINATION

In the event of a serious breach by any parties of any of their contractual obligations, the contract may be ipso jure terminated, after a formal notice for default remaining without cure for 30 days.