GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF SALE AND DEVELOPMENT (GTCD)

1. Scope

These General Terms and Conditions of Sale and Development (hereinafter “GTCD”) apply to any order for products and/or services concluded between NWT ERSTEIN PLASTIQUE INDUSTRIE SAS, a simplified joint-stock company with a share capital of €2,048,000.00, registered at 18 RUE DE L'EXPANSION, 67150 ERSTEIN, France, under number 718 504 202 (hereinafter “the Seller”), and any professional customer (hereinafter “the Client”).
They cover in particular the following activities:

  • manufacturing of custom plastic parts;

  • manufacturing of custom mechanical parts;

  • assembly of equipment for the paramedical, beauty and cleaning sectors;

  • manufacturing of aluminium structures for exhibition stands.
    Any order implies full and unconditional acceptance of these GTCD, to the exclusion of any other Client document.

2. Quotations and Orders

Quotations issued by the Seller are valid for 30 days from the date of issue, unless otherwise stated.
An order becomes final only after written acceptance of the quotation by the Client (signature, “approved”, or electronic validation) and, where applicable, receipt of the agreed deposit.
Any modification requested by the Client after acceptance will require an additional quotation and may affect prices and lead times.

3. Development, Tooling and Custom Manufacturing

Given the custom nature of the products:

  • the Client provides all technical specifications, drawings, specifications documents, applicable standards and regulatory constraints;

  • the Client guarantees the accuracy, compliance, completeness and usability of the information provided and assumes full responsibility for any errors or omissions.

3.1 Studies, Design and Prototypes

Design, engineering, prototyping, testing, pre-series and validation services are invoiced separately from serial production, even if the project is abandoned by the Client.
Prototypes and pre-series are supplied solely for testing and validation purposes. They may present functional, aesthetic or dimensional deviations and do not constitute finished products.
Written validation of the prototype by the Client constitutes final approval for production. Any subsequent modification will be treated as a new order.

3.2 Tooling, Moulds and Specific Means

Unless otherwise agreed in writing:

  • moulds, tools, jigs, machine programs, fixtures and specific means designed or manufactured by the Seller remain its exclusive property, even if partially or fully invoiced to the Client;

  • the invoiced amount corresponds to a right of use, not a transfer of ownership.
    The Seller may retain, modify, adapt or destroy tooling after 24 months without orders.
    The Client may not claim any retention, reproduction or transfer rights over the tooling.

3.3 Tolerances and Technical Specifications

Dimensional tolerances, surface aspects, colours and materials follow industrial standards. Any specific requirement must be expressly stated in the quotation.

4. Prices

Prices are expressed in euros, excluding taxes, transport, special packaging, insurance and any applicable duties, unless otherwise agreed.
Prices may be revised in case of significant changes in raw material costs, energy costs or unforeseen technical constraints.

5. Delivery Times

Delivery times are indicative only. Delays cannot give rise to penalties, compensation or cancellation, unless expressly agreed in writing by the Seller.
The Seller is not liable for delays caused by force majeure or by the Client (late validation, incomplete information, late modifications, etc.).

6. Delivery – Transfer of Risk

Delivery is deemed to occur:

  • upon handover of the products to the carrier; or

  • upon availability at the Seller’s premises, depending on the agreed Incoterm.
    Risk transfers to the Client upon delivery, even in the case of carriage-paid sales.

7. Inspection and Conformity

The Client must inspect the products upon receipt.
Any claim regarding non-conformity or apparent defects must be made in writing within 8 days of receipt. After this period, the products are deemed compliant.
In case of acknowledged non-conformity, the Seller’s liability is strictly limited to repair, replacement or issuance of a credit note.

8. Warranty

Custom-made products are warranted against manufacturing defects for 12 months from delivery, unless otherwise agreed, except for custom-made parts produced according to the Client’s drawings for plastic injection and mechanical parts.
The warranty does not cover:

  • normal wear and tear;

  • defects resulting from improper use, incorrect assembly or unauthorised modification;

  • defects linked to specifications or materials imposed by the Client.

 

 

9. Liability

The Seller’s liability is limited to direct and foreseeable damages resulting from proven fault.
Excluded are all indirect or intangible damages, including loss of business, production downtime, data loss, loss of profit or commercial/image damage.
In any case, total liability is limited to the net amount actually paid for the relevant order.
The Seller is not liable for consequences related to:

  • the final use of the products;

  • failure to follow assembly, use or maintenance instructions;

  • integration of the products into a system designed by the Client or a third party.

10. Intellectual and Industrial Property

All plans, studies, drawings, models, prototypes, software, programs, technical documents, know-how and processes remain the exclusive property of the Seller, even when created at the Client’s request.
No intellectual property rights are transferred without a specific written agreement.
The Client guarantees that the elements provided (drawings, models, patents, trademarks) do not infringe third-party rights and indemnifies the Seller against any related claims.

11. Confidentiality

Both parties undertake to keep all technical, commercial and financial information strictly confidential.

12. Payment Terms

Unless otherwise agreed, invoices are payable within 30 days from the invoice date.
Late payment automatically entails:

  • immediate payment of all outstanding amounts;

  • late penalties calculated on the basis of the increased legal rate;

  • a fixed recovery fee of €40.

13. Retention of Title

The Seller retains ownership of the products until full payment of the price.

14. Applicable Law – Disputes

These GTCD are governed by French law.
Any dispute relating to their interpretation or execution falls under the exclusive jurisdiction of the courts where the Seller’s registered office is located.