1. SCOPE
1.1. The General Terms and Conditions of Sale (the “GTCS”) shall govern all contractual relationships between the company MULTIPLAST (the “Seller”) and its contractual partners (the “Buyer”). The GTCS shall apply to all offers, orders, or contracts regarding the sale of goods, and/or services (the “Supplies”). The GTCS shall prevail from all the general and/or specific terms and conditions of purchase, unless expressly waived by the seller.
1.2. By placing an order, the Buyer expressly and unreservedly accepts all the clauses and conditions of the GTCS, and this by way of derogation from article 1583 of the Civil Code – French Law.
1.3. The contractual relationships between the Buyer and the Seller are governed by the following documents ranked by order of priority: (i) the written contract; (ii) the contractual appendices; (iii) the Seller’s binding offer; (iv) the GTCS. In the event of contradictions between the clauses contained in the above-mentioned documents, the clauses of the higher ranked document shall prevail.
2. OFFERS AND ACEPTANCE
2.1. The Seller’s offer shall only be valid for 30 calendar days following its issuance. Past this delay, the Seller can either cancel his offer, modify the price, or reconsider any other conditions of the offer.
2.2. The price mentioned in the offer is established having considered the specific Supplies mentioned in the offer. Any change in the specificity of the Supplies might generate an amendment with a change in the price and/or in the delivery date.
3. CONTRACT’S VALIDITY
In the presence of an order form, whether or not preceded by an offer, the contract will only be formed when the Seller issues written acceptance of the order form or when execution of the order begins. by the latter.
4. PRICE AND PAYMENT TERMS AND CONDITIONS
4.1. The prices mentioned on the contractual documents are only valid for the Supplies and quantities they refer to. Unless otherwise specified, taxes and customs duties are excluded from the price.
4.2. Payments are made thirty (30) calendar days from the date of issue of the invoice. The dates and deadlines for payment are imperative and constitute for the Seller an essential clause. No discount will be granted for payments made before the expiry of the contractual deadlines.
4.3. Without prejudice to the Seller’s right to terminate the contract and any damages and interest to which it may be entitled, the Buyer shall bear, without formal notice, for any late payment, default interest calculated between the due date of the payment and the date of the actual payment, at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percent. In the event of late payment, the Seller reserves the right, without prior notice, to suspend its obligations (the contractual delivery period will be postponed accordingly), the financial consequences of the delay, in particular increases in raw materials and of consumables, will be borne by the Buyer.
5. DELIVERY DATE
5.1. The Seller is committed to do its maximum to ensure on time delivery. In any case, a delay in delivery not exceeding thirty (30) calendar days shall not entitle the Buyer to any kind of penalty fees.
5.2. The Seller shall not be responsible for a delayed delivery and the Seller explicitly renounces to claim damages or penalty fees in the two following cases: (i) the Seller is unable to perform his contractual obligations due to an event classified as Force Majeure; (ii) the Buyer, or a third party acting on his behalf is partly or solely responsible for the delayed delivery.
6. DELIVERY CONDITIONS
6.1. Delivery is deemed to take place when the Supplies are made available to the Buyer. Unless otherwise provided, the Supplies will be made available to the Buyer on the dates indicated in the contract and according to the terms:
- EXW 24 allée Loïc Caradec 56000 Vannes Incoterms® 2020 for national and intra-Community trade not involving the export of goods outside the European Community.
- FCA 24 allée Loïc Caradec 56000 Vannes Incoterms® 2020 for international trade involving the export of goods outside the European Community.
6.2. If the Buyer does not take delivery at the place and date stated in the contract, the Supplies will be stored by the Seller in a place of its choice, at the expense and risk of the Buyer. The Buyer is nevertheless required to respect the contractual payment deadlines as if the Supplies had been delivered.
7. CONFORMITY CHECK AND ACCEPTANCE
7.1. Prior to their delivery, the state and condition of the Supplies will be controlled by the Seller according to his usual procedures. Unless otherwise agreed, any specific controls or tests required by the Buyer will be charged in addition to the initial contractual price.
7.2. At the delivery, the Buyer and Seller will perform an assessment of the Supplies and establish an acceptance certificate. The Buyer shall indicate all reservations and remarks regarding the appearance or quality of the Supplies on the acceptance certificate. An acceptance certificate without any remarks or reservations implies unconditional acceptance of the Supplies from the Buyer.
7.3. Any non-compliance that does not affect the operational and intended usage of the Supplies shall be classified as “Minor Defects” and shall not be considered as a valid reason to refuse the delivery. Minor Defects shall either be corrected by the Seller or be treated by mutual agreement as a derogation to the Sale Contract and subject to a price reduction.
7.4 In the event where the Seller and Buyer have agreed that a compliance procedure is to be performed at the Buyer’s premises after the delivery, the latter shall perform such a procedure as promptly as possible. In any case, the procedure shall not exceed ten (10) calendar days after the delivery date and shall not impact the payment terms. Failure to notify any reservations within the abovementioned period, implies final and unconditional acceptance of the delivered Supplies.
8. TRANSFER OF OWNERSHIP AND RISKS
8.1. The Seller shall retain full ownership of the Supplies until the price (principal and ancillary costs) has been paid in full. In the event of a payment default and/or the initiation of an insolvency proceeding against the Buyer, the Seller shall be entitled to claim the Supplies which have not yet been fully paid.
8.2. Despite this retention of ownership, the transfer of risks related to the Supplies will take place on the date of delivery. The Buyer then becomes the legal guardian of the Supplies and will be responsible, at its expense, for the safe keeping of these Supplies on behalf of the Seller.
9. LIABILITY
9.1. Except where otherwise provided by the law, the total and overall liability of the Seller towards the Buyer is limited, in any case and for whatever reason, to the amount of the contract (VAT excluded).
9.2. The Seller shall not be liable for any improper use of the Supplies, modifications, or repairs of the Supplies under conditions not authorized or approved by the Seller.
10. WARRANTY
10.1. The Seller’s contractual warranty covers manufacturing defects of the Supplies that would prevent from functioning in accordance with the specifications of the contract. The warranty shall not exceed twelve (12) months from the date of delivery and any intervention under the warranty will not have the effect of extending its duration.
10.2. This structural warranty is strictly limited, at the Seller’s option, to the replacement or free repair of parts recognized as defective by him, without compensation of any kind for the benefit of the Buyer.
10.3. Are excluded from the warranty: (i) the transportation costs of the Supplies; (ii) any costs and damage resulting from the impossibility of using the Supplies.
10.4. To benefit from the guarantee, the Buyer must, under penalty of lapse of rights, notify the Seller in writing for the defect or defect found in a precise and documented manner within 15 calendar days of its discovery.
10.5. In any case, the warranty does not apply to defects arising from or related to: (i) non-compliance by the Buyer with the conditions of use, transport, storage and/or maintenance; (ii) an accident; (iii) normal wear and tear; (iv) faulty installation not performed by Seller; (v) a modification of the Supplies made by anyone other than an authorized representative of the Seller.
11. INTELLECTUAL ¨PROPERTY – CONFIDENTIALITY
11.1. All intellectual and industrial property rights incorporated in the Supplies and in the transmitted documents remain the Seller’s exclusive property. Any transfer of intellectual or industrial property right shall require a written agreement to be signed.
11.2. The studies, plans, drawings, diagrams, photos, and other documents and technical data issued by the Seller remain its property and may not be copied, reproduced, or communicated to a third party without the Seller’s prior written consent.
11.3. The Buyer undertakes to respect confidentiality for third parties regarding all the Seller’s know-how and implementation techniques.
12. FORCE MAJEURE
12.1. The Seller or Buyer shall not be held responsible for any breach or delay in their contractual obligations in the event of Force Majeure.
12.2. A Force Majeure refers to any event whose causes are beyond reasonable control for the party who suffers it. Without this list being exhaustive, is considered as an event of Force Majeure: (i) an administrative, judicial, regulatory and/or legislative decision; (ii) fire; (iii) flood (iv) strikes; (vi) transportation difficulties; (vii) the delay of a subcontractor or supplier faced with a case of Force Majeure as defined above.
12.3. In addition, any delay in manufacturing or delivery affecting the Seller and/or its own suppliers/subcontractors is an event of Force Majeure, when it is a direct or indirect result of BREXIT.
13. TERMINATION
13.1. Each party may automatically terminate all or part of the contract by sending a letter with acknowledgment of receipt in the following cases: (i) in the event of partial or total non-execution by the other party of one of its contractual obligations thirty (30) calendar days after formal notice by letter with acknowledgement receipt which had no effect; (ii) with immediate effect in the event of Force Majeure lasting for a continuous period exceeding one (1) month.
13.2. The termination will only apply in respect of the uncompleted part of the contract and will not prevent or delay payment of any amount due.
14. MISCELLANEOUS PROVISIONS
14.1. If a term or condition of the contractual documents, including the GTCS, were for any reason invalid or unenforceable, the other terms and conditions shall not be affected. The parties then undertake to renegotiate the said provision in such a way as to restore a provision as close as possible to the original intention of the parties.
14.2. Failure by one party to exercise any of his rights shall not be interpretated as a waiver and shall not prevent the non-defaulting party from exercising his rights.
15. APPLICABLE LAWS AND DISPUTE RESOLUTION
15.1. The GTCS and any other contractual document are governed by French law. The application of the Vienna Convention on the International Sale of Goods is excluded.
15.2. The parties agree to submit all disputes arising from or related to the existence, validity, interpretation and/or execution of the GTCS and/or any contractual documents to the sole jurisdiction of the Commercial Court. of Vannes. However, if the disagreement between the parties relates to the conformity of the Supplies, the Buyer and the Seller agree, prior to any legal action, to use conciliation.