Applicable as of 16 May 2022
Clause 1 : Purpose and scope
These General Terms and Conditions of Sale (GTCS) are the only basis for commercial negotiation and are immediately sent or given to each buyer to enable them to place an order.
These terms and conditions are in compliance with the rules of contract law and competition law. They complement the mutual will of the parties on all points where such rules have not been clearly expressed.
The general terms and conditions of sale described below describe the rights and obligations of the simplified joint-stock company AlterMatEco (“AlterMatEco”) and its business client (“the buyer”) within the framework of the sale of the following products: Biodegradable cinerary urns as shown in the Althanat catalogue, a registered trademark of AlterMatEco, it being specified that AlterMatEco essentially supplies customised products (the funeral urns being customised in terms of the finishes and materials used according to the Buyer’s choice from among the technical options offered by AlterMatEco for a given model).
The proposed products for sale by AlterMatEco are subject to their availability.
In addition, the characteristics, dimensions, weights, photos and graphic representations in the catalogue are only indicative.
These General Terms and Conditions of Sale apply, unconditionally and unreservedly, to all sales made by AlterMatEco to Buyers of the same category, regardless of the clauses that may appear on the Buyer’s documents, and in particular the Buyer’s general terms of purchase.
Any acceptance of the quotation/purchase order, including the clause “I acknowledge that I have read and accepted the general terms and conditions of sale attached hereto”, implies the Buyer’s unreserved acceptance of these general terms and conditions of sale, which shall prevail over any other document of the Buyer, and in particular over any general terms and conditions of purchase, unless expressly agreed otherwise.
AlterMatEco reserves the right to opt out of certain clauses of the present General Conditions, depending on the negotiations carried out with the Buyer, by drawing up Special Conditions which will be included in the quotation drawn up. Where there is a contradiction or ambiguity between these general terms and conditions and the special terms and conditions set out in the quotation, the special terms and conditions set out in the quotation shall prevail over the general terms and conditions.
The following shall form part of the contract between AlterMatEco and the Buyer:
- these general terms and conditions;
- the special conditions set out in the quotation accepted by AlterMatEco and the Buyer;
- the order as accepted by any means, in particular by acknowledgement of receipt or order confirmation;
- the documents issued by AlterMatEco complementing these general terms and conditions;
- technical documents submitted (e.g. specifications) communicated prior to the conclusion of the contract and accepted by AlterMatEco and the Buyer;
- delivery notes;
Clause 2 : Orders
2.1. Placing of Orders
Sales are only confirmed after AlterMatEco has drawn up a written quotation and has validated it with the signature of the Buyer, provided its intra-community VAT number and its registration number in the Trade and Companies Register (or equivalent) and following express written acceptance of the Buyer’s order by AlterMatEco.
The acceptance of the order by AlterMatEco shall be effected by any written means (including by e-mail).
2.2 Cancellation of Orders
If the Buyer decides to cancel an order after its acceptance by AlterMatEco within 30 days before the planned delivery date of the ordered Product(s) for whatever reason except force majeure, the deposit paid at the time of the order, as referred to in Clause 4 “Terms of payment” of these General Terms and Conditions of Sale will be automatically forfeited to AlterMatEco and shall not be refunded in any way.
Clause 3 : Price
The prices of the products sold are those prevailing on the day the order is placed. Prices shall be expressed in euros and quoted exclusive of tax. Consequently, prices will be increased by the VAT rate and transport costs applicable on the day of the order as well as any applicable customs duties and taxes (for Germany and the EU in general. However, if the goods are dispatched from France, VAT shall not be applied).
AlterMatEco reserves the right to modify its prices at any time. However, the Company shall invoice the Products ordered at the prices indicated at the time of the order.
An invoice will be prepared and sent to the Buyer upon delivery of all the Product(s).
Clause 4 : Terms of Payment
4.1. Payment Deadlines
When placing an order, a deposit of 50% of the total price of the Products ordered is required, excluding delivery costs, which are due in full when the order is placed.
The balance is payable in cash on the day of receipt/pick-up of the Products in accordance with the terms and conditions set out in Clause 4 “Terms of Payment” hereunder.
Payment shall be by bank transfer.
AlterMatEco will not be obliged to proceed with the delivery of the Products ordered by the Buyer if the latter does not make payment in accordance with the terms specified in these General Terms and Conditions of Sale.
4.2. Penalty for Late Payment
In accordance with Article L.441-10 of the Commercial Code, late payment penalties and a fixed indemnity for collection costs shall be charged for failure to pay on the day following the payment date shown on the invoice. Penalties for late payment are 10% per annum and the indemnity amount is €40. Penalties shall accrue and bear interest at the same rate of 10% if they are due for at least one year as provided for in Article 1343-2 of the Civil Code. These amounts will be automatically and by right retained by AlterMatEco, without any formality or prior notice.
Late payment shall be grounds for immediate payment of all sums owed to AlterMatEco by the Buyer, without prejudice to any other proceedings that AlterMatEco may be entitled to take against the Buyer in this respect.
Moreover, if the above-mentioned payment conditions are not respected, AlterMatEco reserves the right to suspend the delivery of the Products ordered by the Buyer, to suspend the execution of its obligations and to revoke any discounts granted to the Buyer.
Additionally, if the Buyer fails to fulfil any of its obligations under a previous order e.g. failure to pay or late payment, they may be denied the right to sell unless the Buyer provides satisfactory guarantees or cash payment.
4.3. No compensation provided
Unless AlterMatEco has given its express, prior and written consent, and provided that the reciprocal claims and debts are certain, liquid and due, no compensation can be validly claimed by the Buyer for possible penalties for late delivery of the ordered Products or non-compliance with the order and the sums owed by the Buyer to AlterMatEco for the purchase of the said Products.
Clause 5 : Delivery time/delivery of the ordered Products
The delivery time/ delivery of Products are specified on the quotation/ purchase order.
These delivery times are not mandatory and AlterMatEco will not be held responsible if they are not respected. Late deliveries do not entitle the Buyer to cancel the sale or reject the Product. In addition, such delays shall not give rise to withholding, penalties or damages.
The Products shall be transported at the risk of the Buyer, who shall responsible for checking their good condition at the time of delivery. If the Buyer notices any damage or missing items, the Buyer must express detailed and complete reservations on the delivery document and specify the reasons for the complaints in accordance with Article L. 133-3 of the French Commercial Code.
AlterMatEco is at liberty to deliver the Products in whole or in part. Under no circumstances can the delivery of the Products be done on time unless the Buyer has fulfilled all their obligations and there is no case of force majeure.
Clause 6 : Delivery Compliance
The Products will be delivered to the place indicated on the purchase order.
Delivery is by FCA (free carrier – Franco transporter)
- Either by direct delivery of the goods to the Buyer at AlterMatEco’s premises in France;
- or by sending the goods by a carrier whose costs are paid by the Buyer;
The delivery period indicated when the order is placed is indicative only and is not guaranteed.
Consequently, any reasonable delay in delivery of the Products shall not entitle the Buyer to:
- Compensation for damages;
- Cancellation of the order.
The transportation risk shall be borne in full by the Buyer (FCA).
In addition to the other stipulations contained herein, the compliance of the delivery of the Products will be deemed to be accepted in quantity and quality unless the Buyer has made written reservations upon receipt and has confirmed such reservations to AlterMatEco within 72 hours from the receipt of the Products. Such reservations or complaints must be accompanied by all relevant supporting documents.
No claim can be validly accepted if the Buyer fails to comply with these procedures and deadlines.
AlterMatEco shall reimburse, rectify or provide another Product in replacement (as far as possible) as soon as possible and at its own expense if the defect of compliance has been duly proven by the Buyer and this to the exclusion of any other compensation.
Clause 7 : Force Majeure
If a case of force majeure occurs, the contractual obligations of AlterMatEco shall be suspended. Any occurrence beyond the control of AlterMatEco and which prevents the normal functioning of the manufacture or dispatch of the products constitutes a case of force majeure.
Cases of force majeure include, but are not limited to:
- the occurrence of a natural disaster;
- an earthquake, storm, fire, flood, etc.;
- an armed conflict, war, attacks;
- a mandatory injunction by the public authorities (import ban, embargo, confinement, restrictions on freedom of movement);
- industrial accident, machinery breakdown, explosion;
- total or partial strikes hindering the smooth running of AlterMatEco or that of one of its suppliers, subcontractors or transporters;
- disruption of IT and telecommunication systems;
- interruption of transport, energy supply, raw materials or spare parts for any reason whatsoever or an increase in the price of raw materials used in the manufacture of the products sold by more than 20%;
Clause 8 : Retention of Title Clause
AlterMatEco shall retain ownership of the Products sold until full payment of the price, including principal amounts and incidental costs. If the customer fails to make payment on the agreed due date, AlterMatEco may take back the products and the sale will be automatically cancelled if it wishes to do so and any advance payments already made will be retained as compensation.
Furthermore, the Buyer is responsible for the products sold as soon as they are physically transferred to the Buyer or to an agent or carrier and the transfer of possession entails the transfer of risks.
Clause 9 : Warranty
AlterMatEco will take the utmost care to supply only quality products that comply with the regulations and standards.
AlterMatEco is only bound by an obligation of means.
In accordance with the legal provisions, AlterMatEco guarantees the Buyer against any defect of compliance of the products and any hidden defect resulting from a design defect, excluding any negligence, omission or fault of the Buyer or occurrence of a case of force majeure.
To this end, the Buyer undertakes to use the product in a normal manner and in accordance with the specifications specified on the order form and, in particular, to comply with the conditions of storage, and maintenance and not to alter or come into contact with certain materials or substances (in particular, not to be exposed to water, sunlight or humidity).
The liability of AlterMatEco can only be incurred in case of proven fault or negligence and shall be limited to direct damage to the exclusion of any indirect damage of any kind whatsoever and subject to compliance by the Buyer with the storage and use conditions. In any case, AlterMatEco’s liability towards the Buyer will be limited to the total amount paid by the Buyer to AlterMatEco (excluding VAT) for the order which caused AlterMatEco’s liability to be incurred.
The Buyer must, in order to assert its rights and under the risk of forfeiture of any action relating thereto, inform AlterMatEco, in writing, of the defects within a maximum period of 10 days from the date of their discovery and provide evidence of the defects by photographs.
Clause 10 : Trade Promotion
Unless explicitly stated otherwise by the Buyer, and notified by letter with acknowledgement of receipt, AlterMatEco reserves the right to use, mention, represent or reproduce, on any communication medium, and for promotional and advertising purposes, the name of the Buyer, its logo, and its brand free of charge and without time limit.
Clause 11 : Personal Data and Data Processing
Pursuant to Law 78-17 of 6 January 1978, it is important to note that personal data requested from the Buyer is necessary for the processing of their orders and for the preparation of invoices.
In accordance with the provisions of Law No. 78-17 of 6 January 1978 as amended, the Buyer has the right to access, modify, rectify, oppose and delete their data at any time.
Such right may be exercised by contacting AlterMatEco, a simplified joint stock company with a capital of 53,000 euros, whose registered office is located at 8 Chemin de la Noue – GESSICA CENTER – 21600 LONGVIC France, e-mail address: email@example.com; telephone: +33- 664-11-8008.
The personal data that will be collected from the Buyer for the supply of the Products by AlterMatEco are the following:
- Buyer’s contact person email
- First name of the Buyer’s contact person
- Surname of the Buyer’s contact person
- The business address of the Buyer’s contact person
- SIRET number, intra-community VAT number and company name of the Buyer
AlterMatEco processes personal data.
The purpose of the data is the management of the products ordered by the Buyer, processing, and invoicing and is therefore kept for the legal period applicable to the conservation of commercial documents.
In compliance with the General Data Protection Regulation (GDPR – European Regulation 2016/619), it is important to note that the Personal Data collected are stored in a computer file for the following purposes:
- Processing and follow-up of products ordered by the Buyer;
- Carrying out pre-contractual or post-contractual measures or supplying the products;
- Canvassing, production, management and follow-up of requests and products ordered by the Buyer;
The collected personal data and the electronic files containing the personal data are intended for AlterMatEco and its staff for the creation and management of the Customer relationship and may be forwarded to possible partners or service providers in the context of the execution of an order.
The collection of the personal data shall be limited to the data that is strictly necessary for the purpose referred to above and this collection shall be carried out on a medium that preserves the quality and security of the personal data.
The client’s personal data shall be retained for the duration of the contractual relationship, without prejudice to any retention obligations or limitation periods.
The retention period shall not exceed the period necessary for the purposes for which they are collected and processed.
During this period, all necessary measures are taken to ensure the confidentiality and security of personal data in order to prevent damage, deletion or access by unauthorised parties. Any unauthorised access to personal data will be reported to the Client and to the relevant authorities.
In accordance with the RGPD, the Client, subject to proving their identity and the power to represent the legal entity for which they are acting, may exercise the following rights:
- The right to access their personal data,
- The right to correct any errors in the files,
- The right to have personal data erased, to limit or object to their processing,
- The right to withdraw their consent,
- And in certain circumstances, the right to ensure that such information is transferred to the data subject or is transferred to a third party.
However, this does not apply to cases where the regulations do not allow the exercise of these rights.
Any complaint may be lodged with the French National Commission for Information Technology and Civil Liberties (CNIL).
Clause 12 : Disputes
In case of a dispute, the Buyer shall contact AlterMatEco in order to find an amicable agreement within one month of the occurrence of the dispute. If the dispute is not resolved amicably within one month of the buyer contacting AlterMatEco, the dispute will be submitted to the competent court. All disputes arising from this agreement and the agreements resulting from it concerning their validity, interpretation, execution, resolution, consequences and consequences shall be referred to the Commercial Court of DIJON.
Clause 13 : Language and Applicable Law
The parties expressly agree that these General Terms and Conditions of Sale and the transactions arising from them are governed by French law.
They are written in French. Should they be translated into one or more languages, only the French text shall be binding in the event of a dispute.
Clause 14 : Customer Acceptance
These General Conditions are expressly approved and accepted by the Buyer, who declares and acknowledges to have a perfect knowledge of them, and thus waives the right to take advantage of any contradictory document and, in particular, its own general conditions of purchase, which will be unenforceable against AlterMatEco even if the Buyer has had knowledge of such documents.