Article 1 – Scope of Application
These General Terms and Conditions of Sale (GTCS) govern all sales concluded between INNOPANEL (hereinafter the “Seller”) and its professional customers (hereinafter the “Buyer”), unless otherwise expressly agreed in writing.
Any order implies the Buyer’s full and unconditional acceptance of these GTCS, which prevail over any other document, including the Buyer’s purchasing conditions, unless expressly agreed otherwise in writing by the Seller.
All other documents (catalogues, brochures, advertisements, manuals) are for information purposes only and are non-contractual.
In accordance with Article L441-1 of the French Commercial Code, these GTCS constitute the sole basis of commercial negotiation.
Article 2 – Product Offering and Specifications
Before any quotation or order, a specifications document defining technical requirements and quantities is established based on the Buyer’s needs.
The Seller reserves the right to modify product characteristics at any time without prior notice, in compliance with applicable standards.
It is the Buyer’s responsibility to ensure that the products ordered meet its requirements.
Technical documentation (data sheets, drawings, installation instructions) is provided for guidance only and without contractual guarantee.
Article 3 – Orders
An order constitutes the contract between the Seller and the Buyer and includes: the order acknowledgment, agreed specific conditions (quotation), these GTCS, and accepted technical specifications.
Orders must be placed in writing. Oral commitments are not binding unless confirmed in writing by the Seller.
Orders are deemed accepted only upon written confirmation by the Seller. The contract is concluded on that date.
Orders are personal and cannot be assigned without prior written consent from the Seller.
No cancellation is possible without written consent. In case of unilateral cancellation, a fixed indemnity of 30% of the order amount is due.
Any modification requires a new quotation and order.
Article 4 – Verification Process
Orders involving custom cutting require signing the document “CUSTOMER/SUPPLIER QUALITY CONTROL PROCEDURE – Panel Cutting and/or SEALDGE System,” provided together with these GTCS.
Article 5 – Prices
Prices are in euros, excluding taxes and transport. Unless otherwise agreed, they are EXW (Incoterm), based on the price list at the time of order.
Applicable VAT is that in force on the invoicing date.
The Seller may revise prices at any time, especially due to increases in raw materials, energy, or transport costs.
Confirmed prices may be revised if such increases are beyond the Seller’s control.
Article 6 – Payment Terms
- 50% upon order confirmation
- 50% before shipment
A summary invoice is issued within 30 days.
Late payment results in:
- Interest at the legal rate + 8 points
- €40 fixed recovery fee
The Seller may suspend orders, request guarantees, or terminate the contract.
Article 7 – Retention of Title
The Seller retains ownership until full payment. In case of non-payment, goods may be reclaimed at the Buyer’s expense.
Article 8 – Delivery
Delivery times are indicative. Delays do not justify cancellation or compensation unless in case of gross fault.
Risk transfers upon loading (EXW). Transport is at the Buyer’s risk.
Article 9 – Receipt and Claims
The Buyer must inspect goods upon delivery.
Claims must be made within 8 days by registered letter. Otherwise, goods are deemed compliant.
The Seller may replace or refund defective goods only.
Article 10 – Warranty – Liability – Force Majeure
Only statutory warranties apply.
Liability is limited to the order amount (excluding taxes).
The Seller is not liable for indirect damages or misuse.
Force majeure events suspend obligations without compensation.
Article 11 – Confidentiality – Intellectual Property
All information provided remains confidential and the exclusive property of the Seller.
Article 12 – Personal Data
Personal data is processed in compliance with GDPR.
Rights may be exercised via: info@innopanel.fr
Article 13 – Governing Law – Jurisdiction
These GTCS are governed by French law.
Disputes fall under the jurisdiction of the courts of the Seller’s registered office.
Article 14 – Final Provisions
If any clause is invalid, the others remain valid.
Failure to enforce a clause does not constitute a waiver.