General Terms and Conditions of Sale

These terms and conditions of sale apply to sales made in metropolitan France.

These terms and conditions of sale are drawn up in accordance with the principle of transparency that governs relations between INNOBETON and its customers, and form an indivisible whole with the INNOBETON Pricing and Supply Conditions. Pursuant to the provisions of Article L 441.6 of the French Commercial Code, these general terms and conditions of sale constitute the basis of the commercial negotiation between the parties.

Unless INNOBETON has given its express prior agreement to a derogation, any order, whatever its origin, implies acceptance of these general terms and conditions of sale, which cancel any contrary clause that may appear in the customer’s purchasing conditions, contracts, documents or correspondence.

It is expressly understood that INNOBETON is not obliged to accept purchasing conditions or requests from the customer that are abusive, derogatory or exorbitant in relation to these general terms and conditions of sale. In accordance with Article L 442-6 I, 2° of the French Commercial Code, the customer shall refrain from subjecting INNOBETON to obligations creating a significant imbalance between the rights and obligations of the parties under the commercial agreement concluded between them.

The information given in catalogues, brochures, the website and price lists is provided for information only by INNOBETON, which reserves the right to make any changes at any time and without notice.

Specific orders only become final after acceptance and confirmation by INNOBETON. INNOBETON reserves the right to refuse a specific order that appears abnormal or for which there is insufficient information to fulfil it. Consequently, no specific order is deemed accepted unless it is the subject of a document acknowledging receipt. The description of the product and, where applicable, the product characteristics appear in our confirmations.

In any event, acceptance of orders remains subject to the condition that, until delivery of all or part of the order, no financial risk or any other factor liable to call it into question has arisen. Acceptance of an order may be made conditional on the customer providing guarantees.

Changes made after the order may result in an additional cost, which will be indicated to the customer for acceptance, and/or a postponement of the initial delivery date of the order concerned. A change cannot be taken into account less than a minimum of 2 working days in advance for a generic order, nor after the raw materials have been procured for a specific order.

Any cancellation of a specific order by the customer engages the customer’s liability and obliges the customer to compensate INNOBETON for its outlays and lost profits for products being manufactured or already manufactured.

Prices: Products are invoiced at the prices in force on the delivery date requested by the customer. Prices are stated in euros (€) exclusive of all taxes and duties, net, without discount.

Sending prices does not constitute a firm offer. Prices are set according to current economic conditions, and INNOBETON reserves the right to change them if these conditions fluctuate, in particular to take account of factors external to the company, such as variations in raw material prices.

Products: INNOBETON reserves the right to stop marketing any product offered to the customer that appears in the price list or sales documents and/or to change the characteristics of its products at any time, without notice and without giving rise to any payment of damages.

Invoices are payable in cash, net, without discount, in Béziers (34), unless otherwise agreed in writing and signed by both parties.

Where a derogation is agreed between the parties, it is recalled that, pursuant to Article L 441.6 of the French Commercial Code, the payment period may in no case exceed 45 days net from the date of issue of the periodic invoice. INNOBETON will refuse any request to defer the date of issue of the invoice.

Payments must be made by certified cheque or bank transfer.

In the event of late payment, in full or in part, a late payment penalty will be applied, equal to the amount resulting from the application of a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, without this rate being lower than three (3) times the statutory interest rate.

Failure to pay a single instalment, whatever it may be, renders all outstanding debts immediately due. INNOBETON reserves the right to demand immediate payment of all debts still owed and reserves the right to suspend any delivery until all outstanding invoices have been paid in full, or to terminate orders in progress, without prejudice to any other legal remedy.

It is expressly stipulated that, in this case, the sums still due will be increased, by way of a penalty clause, by a fixed indemnity set at 20% of the amount of the debts due, without prejudice to any interest, costs and fees that legal proceedings may entail.

In any event, if the customer’s credit deteriorates or if the customer’s financial situation presents a risk for the recovery of INNOBETON’s debts, or if the order comes from a customer who has not fulfilled all of its obligations arising from previous business, INNOBETON reserves the right to set a credit limit, to reduce the payment period referred to above, to require payment before delivery or to require any payment guarantees it deems necessary. If such guarantees cannot be obtained, for whatever reason, INNOBETON reserves the right not to fulfil orders and/or to terminate orders in progress.

In accordance with Decree No. 2012-1115 of 2 October 2012, a fixed indemnity of 40 euros for recovery costs will be invoiced to the customer in the event of non-payment by the due date.

Unless otherwise agreed, amounts owed by the customer for the purchase of products may not be offset against sums that INNOBETON may owe the customer. Any deduction from the invoice amount made by the customer without INNOBETON’s agreement will constitute a payment incident justifying the suspension of deliveries.

If, by way of derogation from the paragraph above, INNOBETON accepted the principle of offsetting with the customer, the customer shall refrain, in accordance with Article L 442-6 of the French Commercial Code, from automatically deducting from any invoice issued by INNOBETON penalties or rebates corresponding to failure to meet a delivery date or to non-conformity of the products, where the debt is not certain, liquid or due, and without INNOBETON even having been able to verify the validity of the corresponding complaint.

Conditions applicable to deliveries

Delivery is made either by handing the elements directly to the customer, or by releasing them to a shipper or carrier at INNOBETON’s premises.

INNOBETON may make deliveries in full or in part. In the case of partial delivery, each will be considered a complete commercial transaction. Each partial delivery must be matched by a proportional payment.

The conditions applicable to deliveries are set out in the INNOBETON Pricing and Supply Conditions, which form an integral part of these terms.

Transfer of risk

Products always travel at the customer’s own risk, whatever the mode of transport and whoever is responsible for it.

INNOBETON retains ownership of the products delivered until full payment of the price of those products.

The delivery of a bill of exchange or other instruments creating an obligation to pay does not constitute payment within the meaning of this provision.

Throughout the period of retention of title, as custodian, the risks having been transferred under the conditions referred to in Article 5.2 above, the customer must insure the products against all risks of damage or liability and, in particular, take out product liability insurance on our behalf and at the customer’s expense.

The customer undertakes to allow the products delivered to be identified and claimed at any time. By express agreement, products in stock at the customer’s premises are deemed to relate to unpaid invoices.

The customer, who is authorised to resell the products delivered in the normal course of business, must immediately inform INNOBETON of any seizure, for the benefit of a third party, of products delivered under retention of title. The customer further undertakes not to pledge the products or transfer ownership of them as security. In the event of resale, the customer undertakes to assign to us its claims against sub-purchasers up to the amount of the sums due.

The above stipulations do not prevent the transfer to the customer of the risks of loss and deterioration of the products delivered as set out in Article 5.2 above.

INNOBETON has made numerous filings to protect its trademark and its creations (patents, designs and models) as well as its copyright. The customer shall refrain from using INNOBETON’s trademark, logos and photographs without its express prior authorisation. Any counterfeiting or attempted counterfeiting would justify INNOBETON immediately stopping all deliveries, notwithstanding any legal proceedings it may also bring. The buyer is also prohibited from manufacturing or importing counterfeit articles reproducing all or part of INNOBETON’s protected models or bearing a trademark similar to INNOBETON’s registered trademarks.

The buyer is also prohibited from passing on to third parties any information enabling its models to be reproduced in full or in part. The buyer undertakes to inform INNOBETON without delay of any act of counterfeiting of its models or trademarks that the buyer may observe.

INNOBETON shall be released from its obligations in the event of any event beyond its control that prevents or delays the delivery of the products, which is contractually treated as force majeure. This shall apply in particular to events occurring at INNOBETON, such as: lock-out, strike, epidemic, pandemic, embargo, accident, interruption of or delay in transport, inability to obtain supplies, defective raw materials, a significant change in the political situation in the customer’s country, or any other event beyond INNOBETON’s control resulting in partial or total stoppage of work at INNOBETON.

In the case of outdoor production, production rates may be affected by adverse weather such as rain, wind, snow and frost. The threshold at which production stops also depends on the equipment used, such as forklift trucks, cranes and aerial work platforms. In any event, the interruption of production due to adverse weather remains at INNOBETON’s discretion.

Specific nature of UHPFRC: A concrete element is a natural product. Differences in colour and texture, due to natural differences in the raw materials and their reactions with one another, as well as efflorescence, shall in no way give rise to a complaint. This also applies to the comparison between the elements supplied and any samples that may have been produced and accepted beforehand.

INNOBETON’s failure to comply with any of the obligations placed on it by the customer, for reasons beyond INNOBETON’s control, shall not result in the immediate termination of the relationship, such as the cancellation of orders in progress and/or the rescission of sales of products already delivered, by the customer.

INNOBETON reserves the right to terminate orders in progress if the customer fails to perform any of its obligations, eight (8) days after sending a formal notice by registered letter with acknowledgement of receipt that has remained without effect.

The customer undertakes to allow the products delivered to be identified and claimed at any time. By express agreement, products in stock at the customer’s premises are deemed to relate to unpaid invoices.

The customer, who is authorised to resell the products delivered in the normal course of business, must immediately inform INNOBETON of any seizure, for the benefit of a third party, of products delivered under retention of title. The customer further undertakes not to pledge the products or transfer ownership of them as security. In the event of resale, the customer undertakes to assign to us its claims against sub-purchasers up to the amount of the sums due.

The above stipulations do not prevent the transfer to the customer of the risks of loss and deterioration of the products delivered as set out in Article 5.2 above.

Personal data
In accordance with the French Data Protection Act (loi relative à l’informatique, aux fichiers et aux libertés) of 6 January 1978, personal information relating to buyers may be subject to automated processing.
INNOBETON reserves the right to collect information about buyers, including by using cookies, and, if it so wishes, to pass on the information collected to business partners.
Buyers may object to the disclosure of their contact details by notifying INNOBETON. Likewise, users have a right of access to and rectification of the data concerning them, in accordance with the Act of 6 January 1978.

Archiving – Evidence
INNOBETON will archive purchase orders and invoices on a reliable and durable medium constituting a true copy, in accordance with the provisions of Article 1348 of the French Civil Code.
INNOBETON’s computerised records will be considered by the parties as evidence of the communications, orders, payments and transactions between the parties.

By express agreement, exclusive jurisdiction for all disputes that may arise between the parties in the course of their business relations is conferred on the courts of BEZIERS or MONTPELLIER, according to their respective jurisdiction, whatever the place of delivery or the method of payment accepted, and even in the event of third-party proceedings or multiple defendants.

Relations with the Customer are governed by French law. Where these terms are translated into foreign languages, only the French text shall be authentic.