Europlastiques General Terms of Sale

Acceptance of the general terms of sale: By accepting the order CGV is deemed to have accepted the general terms of sale

Prices

The prices proposed by the Supplier are binding only to the extent that the terms and conditions laid down by the regulations in force remain unchanged in terms of materials, wages, taxes, etc.

Furthermore, the prices are reviewable in accordance with the review procedures in use in the Profession.

Proposals are valid for only one month from the date they are sent.

Proposals made by the Supplier's agents or representatives and the prices in its price catalogues are for illustrative purposes only and only a commitment in writing shall be binding.

In the case of tooling supplied by the Client, the prices of items will not be finally set until after testing.

Quantities

The Supplier shall be allowed a variance of plus or minus 10% on the number of items delivered, unless the items are standard items.

For items with in-mould labelling (IML), this 10% variance applies to the quantity plus any surplus to cover production losses (the rejection rate to be specified depending on the type of item concerned).

Prices are set on the basis of a continuous production process of the quantity indicated in the proposal.

Timelines

- With respect to tooling, the manufacturing timelines shall run from the date that the order is received plus all elements necessary for its execution.

The Supplier's acknowledgment of receipt summarising the various terms and conditions of the order shall constitute a binding acceptance of the order.

- With respect to items, the timelines shall run from the date that sample-acceptance is confirmed plus, as the case may be, any components or documents necessary for manufacturing them that are to be provided by the Client.

Unless otherwise agreed and formally specified in the order and expressly accepted in writing, no penalty may be applied to the Supplier in the event of delay.

Under all circumstances, in particular when penalties have been specified, the agreed timelines shall be extended in the event that the Supplier's workshops wholly or partially halt production due to strike, fire, flood, transportation problem, manufacturing accident, lack of raw materials due to the negligence of its suppliers, or for any other reason considered as force majeure.

Packaging and transportation

Prices shall be understood to be for packaged goods on a factory gate basis, or including delivery if so specified in the price proposal. Irrespective of the invoicing method, goods shall travel at the risk of the recipient, who shall be responsible for checking them at arrival and claiming from the carrier in accordance with the latter's terms of business for any shortage due to theft, loss, breakage, etc.

Tooling

The production of a tool includes

  • the expenses incurred in its design and development
  • the cost of its construction.

The tooling prices invoiced to the Client represent only the cost of constructing these tools.

Once the tooling invoice is settled, the tool(s) developed and manufactured under the Supplier's responsibility shall remain the property of the Client at the Supplier's workshops and may not be used by the Supplier for any purpose other than executing the Client's orders, unless otherwise agreed in writing.

The Client expressly agrees not to claim these tools for a period of five years from the date of their manufacture, or if it does so shall pay no less than one-third of the value of the tooling invoice as compensation for the expenses incurred in their design and development. This commitment shall be null and void in the event of duly proven negligence by the Supplier.

Under no circumstances may the tools be handed over to the Client until the Client's account with the Supplier has been settled in full, including all pending invoices and irrespective of their originally specified due dates.

Wear aside, the Supplier agrees to maintain the tooling in working order.

The Client shall bear all expenses for modification and renovation, shall be responsible for taking out insurance for these tools against deterioration and destruction, and expressly waives the right to claim back such expenses from the Supplier.

The tools shall be stored free of charge for three years from the date of execution of the last order. After which time period, if the Client has not requested their return, and has not agreed payment for extending the storage period, the Supplier is entitled to destroy them without notifying the Client thereof in any way.

Cancellation

  • If a tooling order is cancelled or suspended, a statement shall be prepared of the design, development and manufacturing expenses incurred.
  • If a manufacturing order for an item is cancelled or suspended, a statement shall be prepared of the expenses incurred (especially for their manufacture (materials, accessories, etc).

In both cases, these expenses shall be invoiced to the Client.

Accessories

When supplying components, the Client agrees to do so on a delivery-paid basis within the time periods and in the quantities requested by the Supplier, including surplus quantities sufficient to cover the Supplier's estimates of production losses.

Such components must conform precisely to the dimensions and tolerances specified by the Supplier and must be delivered to the latter in a condition that allows them to be incorporated into the moulds or moulded items.

Any defect or fault in the moulds attributable to improperly adapted, non-conforming or defective accessories shall be charged to the Client who may not, however, cancel the order, reject the goods, reduce the agreed price, nor claim compensation as a consequence of such defect or fault.

When a manufacturing process includes in-mould labelling (IML), the price of the items supplied shall be understood to include the IML performed by the Supplier in a minimum production run required to cover average needs for a period of no longer than three months. If a label model or the corresponding manufacturing is discontinued by the Client, the Client must inform the Supplier thereof and the Supplier may invoice the Client for the remaining quantity in stock in accordance with the normal terms of payment.

In any case, any stock or balance of IML labels that have not moved for six months shall be invoiced immediately.

Warranty

All complaints of non-conformity must indicate the relevant tracking codes (13-digit barcode on the box).

EUROPLASTIQUES reserves the right to reject any claim made later than eight days following the receipt of the goods, and all non-authorised returns shall be refused.

With respect to quality, the Supplier guarantees that its products conform to the quantitative drawings and specifications set out in the order and accepted by it.

The Supplier's liability is strictly limited to replacement pure and simple, one-for-one, of the items found to be non-conforming and which shall be returned delivery-paid to its factories in their original condition, within one month from the date that the items arrived at the Client, and the Supplier shall not bear any other expenses of any kind in relation to this.

If the items are intended to come into contact with food and provided such use is specified in the order and has been accepted by the Supplier, the Supplier guarantees that the items that it delivers shall be produced of material composed exclusively of substances approved by the French regulations in force relating to materials in contact with food.

Depending on their use, the Client may nonetheless verify that such items are compatible (in terms of permeability, solubility, organoleptic properties, etc) with the food products with which they are intended to be in contact and to verify that such food products will be thereby properly stored.

Payment terms

  • Tooling : Unless otherwise expressly agreed in writing, 50% of tooling expenses are payable with order, with the balance in stages until the item samples are delivered.
  • Items : Unless otherwise expressly agreed in writing, all invoices are payable in full.

There shall be no discounts even for early payment.

Late payment penalties: three times the legal interest rate

Fixed recovery charge: 40 euros (in addition to late payment penalties, under Decree D 441-5 inserted in Article L 441-6 of the Commercial Code).

Ownership

The goods that are the subject of a delivery remain the property of the Supplier until the purchase price has been fully paid, including any associated expenses (similarly, until the full payment of past and future deliveries that form part of our business relationship with the buyer, including all associated expenses). Bills of exchange, cheques and promissory notes are not considered to be means of payment until they have been fully cashed.

Industrial and intellectual property

  • The models known as "EUROPLASTIQUES Standards" are original creations, registered models, or are protected by patent. They are protected by the industrial and intellectual property laws in force in France.
  • The EUROPLASTIQUES creations in the special specifications to the Client remain the property of EUROPLASTIQUES and have been legally registered. The transfer of property rights to the Client applies solely to the sale of the mould for the final model used only.
  • Specific models on the drawing or models provided by the Client: In the event of a dispute, the Client shall be solely and fully liable, vis-à-vis the Supplier and any third parties, with respect to the property rights in manufacturing the models.

Dispute resolution

Any clauses in communications or orders from the Client that contradict any clauses in this document shall not be binding on the Supplier without the Supplier's prior written agreement.

Any dispute of any kind or for any reason shall be submitted to the jurisdiction of the competent courts where the Supplier's registered office is located. No acceptance, treaty or mandate shall create a novation or exemption to this jurisdictional clause. The interest rate on late payments shall apply automatically from the due date and shall be 3% per month.

Penal Clause in accordance with Article 1226 of the French Civil Code: In the event of non-payment by the debtor, any amount owing recovered by legal action shall be increased beyond the late-payment interest, by 15% of the amount owing.

In matters of export, any dispute about the execution or contracts shall be definitively adjudicated, in accordance with the conciliation and arbitration regulations of the International Chamber of Commerce (ICC), by one or more arbitrators appointed in accordance with ICC regulations. Such arbitration shall be held in Paris.

 

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