Terms of sale

GENERAL TERMS AND CONDITIONS OF SALE
6. Property
Seller is the owner of Goods until total payment of them. Nevertheless, as Goods are delivered in EXW (unless expressly agreed otherwise in writing by Seller)
The following general terms and conditions of sale (GTCS) constitute the complete and final agreement between buyer (Buyer) and Etik Ouest (Seller), relating to according to article 5, risk of loss or damage to Goods pass to Buyer upon delivery and as soon as they are at the disposal of Buyer.
the sale of Seller’s goods or services (Goods). GTCS apply to all quotations, acknowledgements, deliveries made by Seller and / or purchase orders (PO) placed by Due to a default of payment, Seller is still the owner of Goods.
Buyer has to insure Goods from the checking in.
Buyer. No part of GTCS may be modified unless approval by Seller in writing.
Until the total payment of the invoice, Buyer has to consider Goods separating one to the other. Otherwise, Seller is able to ask for the total payment or can recover
1. Opposability of the common practice code and of the GTCS of the adhesive labels’ manufacturers
those which are in stock.
All the documents Seller does are owned by himself. They cannot be duplicated at all, even after invoicing.
Seller follows the rules of the current Code des Usages des Fabricants d’Etiquettes Adhésives published by the Union Nationale des Fabricants d'Étiquettes
Adhésives (UNFEA) and filed at the Tribunal de Commerce de Paris (« bureau des expertises et des usages professionnels ») under the number 2009044342. 7. Intellectual property
Buyer may receive this document if he asks for it. If there is a formal agreement signed between Seller and Buyer which conflicts with these GTCS, the terms of the
All Intellectual Property (PI) remains Seller’s property. Seller has a proprietary interest in all of the drawings, designs, specifications, documents, information or
formal agreement prevail, otherwise GTCS prevail on any conditions of purchase.
know-how which may be provided under Contract and in an know-how, improvement, discovery or invention which may be made, developed or conceived in the
Buyer certifies having read these GTCS and accepts them as a part of the Contract.
performance of Contract or which may arise or result therefrom.
Buyer shall maintain all PI in confidence and shall not use, copy, reproduce, release, disclose or publish, in any manner or allow access to or possession of any PI to
2. The Contract / The Order
any third party without Seller’s prior written consent.
Once the quotation, the GTCS and/or PO have been acknowledged by the Buyer, the Contract if effective. Contract is deemed binding on Seller only if agreed by
Seller, ie once the order has been confirmed or once the manufacturing has been engaged.
8. Warranty
Once PO is acknowledged, Buyer cannot change or cancel it in any way without Seller’s prior written consent. Buyer assumes all risks and agrees to pay all charges
8.1. Seller warrants that Goods are conform to Seller’s specifications and are free from defects in materials and workmanship. Buyer has to notify in writing obvious
applicable to any Contract cancellation or modification.
defect within 5 working days from delivery.
Specificities for open orders :
The warranty only concerns Goods which have been damaged.
Defective Goods cannot be at the origin of rejecting any PO or not paying the conformed part of it. Defective Goods do not cancel or terminate a contract.
Without prejudice to conditions defined by the Civil Code 1174 article number, the open order has to :
8.2. Materials Buyer lends to Seller to help him to realize a PO are insured by Buyer.
- be limited in time thanks to the delay ;
Seller can conserve different materials Buyer has entrusted to him until a payment in full of invoices.
- mention design features and price of the product ;
8.3. Latent defects are not warranted.
- mention minus and maximal quantities and also forecast the manufacturing delays.
Then Buyer modifies the forecast of the schedule of over than 15 % (in more or in less), Seller estimates consequences of such variations.
9. No responsibility of Seller :
If there are variations in more or in less, both Parties have to agree to find an arrangement for both of them.
Seller is not reponsible :
If there are variations in more, Seller will do its utmost to satisfy Buyer’s requirements, either in quantities or in delays considering its capabilities (of
1- of damage due to a mishandling directly on Goods sold by Seller, neither than damage on the final product,
manufacturing, of transport, of subcontracting, human or financial possibilities, etc…).
2- of the printing on Goods when words or pictures to print have been specified by the Buyer who has to assure that they respect law and rules related to the final
product,
3. Passed for press (BAT)
3- of mistaken or incomplete specifications Buyer has given while ordering regarding applying machines, thermal transfer, software and other computer peripherals,
Seller is able to execute orders only after receiving the Passed for press (called BAT) from Buyer. This one is drawn by Seller regarding Buyer’s specifications and is 4- of barcode data incrementation or numbering Buyer has asked while ordering,
marked by Buyer as for agreement.
5- of defaults due to raw materials or due to a material the Buyer has put at the Seller’s disposal if this one is defective. In such a case, Seller has to inform Buyer that
If the BAT has been sent to Buyer by fax or e-mail, Buyer, once he has signed the BAT, has to send it back to Seller by post, fax or e-mail.
the material is defective.
Once the BAT has been signed, Seller is no longer responsible for any mistakes or errors that can be seen after manufacturing.
6- of any event which is at the origin of a delayed delivery and due to something out, ie lack of raw materials, out of service machines, lack of energy, lock-out, wars,
fires, or other case of absolute necessity, even in case of strike by Seller.
Whether Seller received a signed BAT by fax or e-mail nor if no BAT has been sent back to Seller deliberately, Seller is no longer responsible.
Files that Buyer sends for printing should be kept by Seller for 3 years after the date of the invoice of the PO. If Seller is the one who has created files, he has to keep Buyer grants these conditions.
them for 5 years.
10. Printing and differences
4. Price – Invoice and terms of payment
10-1 : Except if Buyer requires specific things, Seller is the one who choose printing mode and raw materials.
4-1 : Prices which are discussed with Buyer, may increase within the orders’ dates and the delivery ones accordingly to variations of economical conditions, if any 10-2 : Regarding quantities and further to the Code des Usages des Fabricants d’Etiquettes, n° 2009044342, there could be a difference between ordered and
law or regulation comes into force, or if Buyer has modified his PO.
delivered quantities, limited as follow :
Then Buyer asks for any drawing, pattern, model, picture, engraving, block, etc... and if there are no order within the 3 months after, these shall be invoiced - ± 10 % for orders of less than 100.000 labels,
th
- ± 5 % for orders over 100.001 labels.
although submitted to the 7 article of these GTCS.
Reproduction materials, ie negatives, positives, blocks, forms, special tools, etc... furnished by the Seller, exclusively belong to Seller even if Buyer has Other quantities could be discussed with the Buyer.
While invoicing, a 5 per 1000 units’ difference is accepted.
contributed to part or total of the costs of those tools.
4-2 : Invoices are established either on delivery date or on a monthly basis and shall be paid, except if there is an agreement between both Parties, on net 30 days
from the date of the invoice at the Seller’s address.
According to L.441-6 of the Code du Commerce, any late payment means, after prior instruction, a charge over representing thrice the law rate. Moreover,
Buyer shall pay in full without deduction, withholding, set-off or other charge of any kind whatsoever, regardless of any disputes, litigation and/or discussions
representing 10 % of the amount of the invoice with HT 1000 € as a minimum. Furthermore, the late payment or a default in an invoice’s payment binds to
settle each invoice. In this case, Seller may stop any other PO or refuse to treat any one, without any damage.
5. Delivery – Transport – Risk of loss and title
As soon as Goods are at Buyer’s disposal, the delivery is considered as realized. Goods are at Buyer’s disposal when they :
- are loaded on a wagon, truck or other transportation, whether the sale has been contracted carriage-paid or postage,
- are stored for the Buyer’s account in the factory of the Seller. This particularly concerns any order for which deliveries are placed at intervals.
If Buyer wants Seller to store Goods in the factory of Seller, he has to precise it on the PO. Thus, Goods are not guaranteed against damage and other accidents
except if Seller has taken any particular measures.
If Buyer wants Goods to be delivered to a third, he is the only responsible.
In any case, when Seller delivers Goods while it is completely out of its activity, Buyer is responsible, even if Contract mentions « carriage-paid ».
This means that, as soon as the Goods are at the Buyer’s disposal, they are carried under the total responsibility of Buyer, which has the possibility to exercise a right
of appeal.
Buyer has to check his rights through carriers as Seller cannot be responsible at all regarding any ticket. When the sale has been contracted as a carriage-paid one, the
payment of any postage by Seller cannot be invoiced to Buyer.
Ship dates and delivery dates are Seller’s best approximation of the same and shall not represent fixed or confirmed dates or times. The responsibility of Seller can be
involved only if the delayed delivery is over 10 business days. In this case, a delay compensation up to 5 % of the PO’s amount can be granted to Buyer.
As for delayed delivery from Seller, Contract can be terminated after having being noticed by a registered letter. After having receiving this registered letter, Seller
has to put Goods at Buyer’s disposal within one month. The contract cannot be broken if this delay is fulfilled.
11. Storage
Buyer has to store Goods in their original packaging, in close premises and respecting temperature and humidity conditions, according to technical specifications of
Goods.
The delay does not have to exceed the preservation one of the Goods’ materials.
12. Execution of contract
Buyer has to respect Contract until total payment, otherwise 8 days after an unsuccessful warning in writing Seller may claim for over than 10 % of the total amount
as for damage.
13. Applicable law and jurisdiction
Any dispute or conflict regarding delivery or other disposals mentioned in these GTCS has to be arranged, as far as possible, by amicable arbitration.
Each Party will chose its arbitrator and inform the other in a registered letter ; otherwise, if one of the Parties does not answer to the other within one
week, the other is able to make an arbitrator be appointed by the President of the Tribunal de Commerce of La Roche sur Yon (85).
In case of unavailability of the arbitrator, the President of the Tribunal de Commerce should be required to replace for it.
They should find an agreement, otherwise a third arbitrator will interfere.
The two first arbitrators have 2 months to give a verdict, 3 months if a third interferes.
Arbitrators are the final decision-makers.
Then Parties does not agree to proceed to an amicable arbitration, note that Contract is governed by Seller’s country substantive laws to the exception of any rules of
conflicts of laws incompatible with this choice. Any dispute arising out of or relating to Contract shall be submitted to the exclusive jurisdiction of Seller’s country
courts, ie Tribunal de Commerce of La Roche sur Yon (85) - France.
2014-03-1st
Signature :
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