General terms and conditions of sale and delivery of Alsaflooring for its professional customers

1. Application of the General Terms and Conditions of Sale – enforceability

These General Terms and Conditions govern the contractual relations between ALSAFLOORING, a company with its registered office at 1 rue de l’Europe, 67520 MARLENHEIM, and all its Customers. They provide the sole basis for the business relationship between the parties, in accordance with article L.441-1 of the French Commercial Code.

The placing of an order therefore implies the Customer’s full acceptance of these terms and conditions of sale, to the exclusion of any other documents, such as prospectuses or catalogues, issued by ALSAFLOORING, which are supplied for information purposes only. No special conditions shall prevail over these general terms and conditions of sale, without our formal written agreement. Failing such formal acceptance, any opposing provision on the part of the Customer shall not be enforceable against ALSAFLOORING, regardless of when it may have been brought to our attention.

Acceptance of these general terms and conditions for an order implies acceptance of the said terms and conditions of sale for all future orders, for as long as these general terms and conditions of sale remain unchanged. ALSAFLOORING is a member of the INOHA and, as such, applies the Code of Good Conduct signed by the INOHA, for the benefit of its customers. ADEME, the French agency for ecological transition, has attributed the unique identification number FR298989_04NTWW to ALSAFLOORING as a company marketing construction materials and products for the building sector and FR298989_01SHKR as a company marketing packaging products. These numbers offer a guarantee that ALSAFLOORING, as a member of the Ecomaison and Citeo environmental organisations, complies with the regulatory requirements applicable under article L541-10-1 of the French Environmental Code. The portion of the unit cost incurred for waste management is passed on to the Customer, without any possibility of a reduction.

2. Offer – Confirmation and modification of orders

Prices are firm and non-adjustable throughout their period of validity, as indicated on our offer. Outside the period of validity, we reserve the right to amend the prices, while giving reasonable prior notice to our Customers.
Orders should be regarded as final only after written confirmation has been given by ALSAFLOORING. No cancellation or change in any order requested by the Customer shall be considered, unless made in writing to ALSAFLOORING before the products have been manufactured and has been expressly agreed to by us. The Customer bears full responsibility for ensuring that the technical specifications of the products ordered match their needs. ALSAFLOORING solely guarantees that the products comply with the
specifications set out in our documents.

3. Delivery – Delivery times – Risks

Products are delivered either directly to the purchaser or to a shipper or carrier at our loading bays. ALSAFLOORING will make every effort to ship the order within the delivery time agreed between the parties. Delivery times are, however, dependent on suppliers and manufacturing. They cannot therefore be considered as binding and shall not constitute grounds for penalties, damages, compensation or cancellation of ongoing orders. If ALSAFLOORING is unable to ship or deliver the product within the time initially agreed between the parties, it will offer a new shipping date.

ALSAFLOORING may not be held liable should any failure or delay in the execution of any of its obligations, as set out within these general terms and conditions of sale, result from a cause of force majeure, under article 1218 of the French Civil Code.

Events constituting force majeure and releasing us from our delivery obligations have the three following characteristics: an unforeseeable event, one that cannot be overcome and one which is out of our control. Such events include war, rioting, fire, accidents, sourcing failure, strikes and climate catastrophes.

4. Special orders

Orders involving custom products may result in variances of plus or minus 10% compared to the quantities initially ordered. The Customer therefore agrees to automatically accept this variation of plus or minus 10% in quantities, without compensation. ALSAFLOORING undertakes to invoice the quantities delivered as accurately as possible.

5. Reception, compliance, visible defects

It is the Customer’s responsibility, in the event of damaged or missing products, to make
the necessary reservations to the shipper.

Any product which has not been subject of reservations made in sufficient detail upon delivery and confirmed by registered letter sent by recorded delivery, within three (3) cleardays of reception, to the carrier, in accordance with article L.133-3 of the French Commercial Code, and to ALSAFLOORING, shall be considered as accepted by the purchaser.

Without prejudice to the provisions applicable to the purchaser with regard to the carrier, any claims as to the conformity of the delivered product compared to the product ordered, or to visible damage or any claim relating to billing, must be reported to us in writing, along with the shipment note and, when applicable, the consignment note, no later than eight days following reception of the products.

After this period, the purchaser will be deemed to have accepted the delivered products and no claim will be considered.

Should the delivered products show visible damage or nonconformities, duly confirmed by ALSAFLOORING, the product shall be replaced without charge or a credit note will be issued to the Customer for a future order, but the Customer will forego any claims for compensation or damages.

Any calculation of the Customer service rate that the Customer might make must exclude the following: deliveries delayed by the Customer’s request for postponement, orders which have not reached the amount for carriage-free shipping and orders for which no order forecast has been sent to ALSAFLOORING within the agreed time limits. These time limits are for three months for products with a promotional discount and six weeks for products for regular stock. The detailed statement of deliveries used for calculating the service rate the Customer sends to ALSAFLOORING must not include any orders which do not comply with the provisions given above.

6. Returns – Warranty against latent defects – Limitation of liability

Product returns can only be made following a prior formal written agreement between the Customer and our Company. Such an agreement does not in any way constitute acknowledgement of our liability. Any product returned by a Customer must be in perfect condition, protected with proper packaging.

While responsibility for shipping lies always with the purchaser, shipping costs may be billed to the other party, subject to prior approval and depending on the reason for the return. The shipping cost for the return of a defective product will, therefore, be borne by ALSAFLOORING, while shipping costs for a product returned by choice will be billed to the Customer.

The products are guaranteed to comply with regulations applicable in France with regard to their production methods and their characteristics. Where necessary, all the products delivered are covered by a warranty against latent defects. These warranties are limited to the issuance of a credit note or the replacement of products that are non-compliant or which display a latent defect. ALSAFLOORING undertakes to ensure availability for a period of six months following delivery of the product.

The Customer will be responsible for providing proof with respect to any defects observed prior to transfer of risk. We reserve the right to carry out any on-site inspection and verification, either directly or through an agent. ALSAFLOORING will, in all circumstances, only accept liability for latent defects under the conditions set out above if the Customer has made normal use of the products, has not modified them in any way and has stored, kept and handled them in such a way as to ensure they remain in good condition.

In order to benefit from this warranty, the Customer must inform ALSAFLOORING in writing, through a registered letter sent by recorded delivery, of the existence of any defect, within one month of discovering it. Failure to do so may result in forfeiture of any action relating thereto.

Any claims made under the warranty must be accompanied by the relevant invoice and, where necessary, the warranty certificate. ALSAFLOORING will bear the shipping costs of any (allegedly) defective product.

Actions taken under the warranty will not affect the duration of the said warranty.

A document is given to the Customer upon purchase of the product, which contains a link to an ALSAFLOORING website, which allows the Customer to consult the terms and conditions of the product warranty at any time.

7. Industrial property

Our Company retains the title to all industrial property rights contained within the technical documents, offers, plans or specifications given to our Customers. When necessary, these documents must be returned to us immediately upon request.
The Customer also undertakes to respect all industrial property rights relating to the products delivered. They especially undertake not to disclose or use the plans, sketches or drawings for any purposes other than those arising from the order. Moreover, the brands registered by ALSAFLOORING are the property of ALSAFLOORING and may under no circumstances be copied or counterfeited.

8. Prices

The products are sold at the prices and under the billing terms applicable when the order is placed. The prices appended to these general terms and conditions of sale are shown exclusive of VAT and eco-taxes. The prices may be modified at any time and, for example, following a change in legal or economic circumstances. Any change in the order or delivery method (directly to point-of-sale, platform or cross-dock and/or change of carriage-free) will give rise to an increase in price if the resulting costs have a tangible effect (positive or negative) on the margin. Payments are to be made in cash, without discount, except following a special agreement with the Customer, in euros by bank transfer or bill of exchange. In the event of late payment, we are entitled to suspend any ongoing orders, without prejudice to any other course of action. In accordance with article L441-10 of the French Commercial Code, late payment penalties are due for failure to pay by the day following the payment date stated on the invoice. The interest rate of these penalties shall be three times the legal interest rate. These penalties will be payable upon demand, without prior formal notice through an extrajudicial process or registered letter. In accordance with currently applicable regulations, any sum not paid by the due date will give rise to a fixedsum penalty of forty euros to cover collection costs, which will automatically be added to the late payment interest. Should no payment be received within 48-hours of notice, the sale will be cancelled ipso jure, if we think fit and this cancellation will affect not only the order in question, but also any outstanding orders remaining unpaid. In the event of payment by bill of exchange, failure to return the bill of exchange shall be considered as a refusal of acceptance, equivalent to a default of payment.

Similarly, when payment is to be made by instalments, any failure to pay an instalment shall call for the immediate payment of the entirety of the debt, without prior notice. In the event of an extension of a bill of exchange, any resulting costs and interest will be borne by the Customer. Any invoice collected by the legal department will be increased by virtue of a non-reducible penalty clause, pursuant to article 1229 of the French Civil Code, equivalent to a fixed sum of 10% of the principal, which will be added to the late-payment interests and any other costs relating to the collection, to the fixed sum indemnity and to fees charged by judicial offices and court costs.

9. Payment guarantee requirement

Any deterioration in the Customer’s credit rating may justify the requirement of guarantees or a cash payment or sight draft, applicable even to orders or services in progress.

10. Retention of title and transfer of risks

ALSAFLOORING shall retain title to all products delivered until such time as full payment of the sales price has been received, at the agreed date. Notwithstanding this provision, the transfer of risks will take place upon receipt of the products by the Customer. Retention of title applies to future receivables arising from business relations with the Customer. When deliveries are made in instalments, title to delivered batches will be transferred as and when payment is received for them. Failure to make a payment by the due date will result in the whole sum becoming immediately payable. The same retention of title shall apply to any extensions of the payment dates granted to the Customer. Should the Customer fail to meet any of the payment dates, they shall, following receipt of a letter sent by recorded delivery, return to us all the goods in question, which they undertake to store in such a way as to allow their identification and to prevent any confusion with similar products from a different supplier. Unless expressly stated otherwise, the return of goods thus required will not result in the termination of the contract. The Customer shall promptly inform ALSAFLOORING of any third-party involvement, including seizure, the pledging of securities, etc., which might affect our rights. The Customer must also make every effort to maintain and guarantee our rights with regard to the goods delivered, to which we retain title.

11. Currency risks

Currency risks shall be borne by the Customer.

12. Protection of personal data

The Company undertakes to comply with currently applicable regulations regarding the use of personal data, including French law no. 78-17 of 6 January 1978, known as “Information technology and liberties” and EU regulation 2016/679 of the European Parliament and the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation). To this end, the Company operates an internal policy for the management, security and confidentiality of personal data.

In accordance with currently applicable regulations, any data collected are used only to the extent required for data management purposes and over the duration of the established business relation, and for purposes and periods which will have been specified no later than when the data were collected. Similarly, all persons concerned will receive prior notice of any changes in how the data are processed, especially with regard to any new processing method for the use of the same data, or any changes in their retention period.

The Company undertakes to answer any enquiry from an individual with regard to their right of access to data concerning them (articles 15 to 18, 20 and 21 of the GDPR). To do so, you can contact the Company’s GPDR officer at the following address:rgpd@alsaflooring.com.

Similarly, the Company guarantees full cooperation when processing this type of enquiry, for the data it stores in its systems, with all its business partners, whether as subcontractor or joint data controller, to allow them to comply with their own requirements for compliance with these standards for the protection and use of personal data.

13. Applicable law – Disputes

All sales and services performed by ALSAFLOORING are governed by French law. Any disputes relating to the order and its performance shall be settled by the courts of SAVERNE in France, and this even in cases of legal action in summary proceedings, guarantee claims, multiple defendants or third-party claims, regardless of payment methods. No clauses assigning jurisdiction which might exist in the buyer’s documents may prevent the application of this clause. In the event of a contradiction or divergence between this translation and our Company’s General Conditions of Sale, which are written in French, the French text will prevail.