The present general conditions of sale are modifiable without notice. The provisions of our general terms and conditions of sale prevail over those of the customer's general and special conditions of purchase.
Our prices do not constitute an offer.
The answers following the price request are given as an indication and without engagement of our part. The same applies to information provided directly or through advertising about our products.
Orders are only valid after our acceptance. They imply full acceptance of our general and special terms and conditions of sale and other provisions of our various price lists.
Modifications or cancellations of orders will only be effective after written notification from the customer (at least 72 hours before the planned date of shipment) and acceptance by us. In any case, the purchaser undertakes to take delivery of the quantities produced before the production stop, independently of any other responsibility which could be put at his charge.
The customer is responsible for the products he places on the market. It is therefore up to him to check the compatibility of the chosen packaging (material, varnish, or interior coating, closure, sealing, migration, etc.) with the packaged product, according to its conditions of use which he alone knows (process, storage, transport, etc.), and to keep, within the framework of the traceability of his products, the pallet or cardboard sheets, in compliance with the regulations in force. The recommendations of any kind that the supplier may, if necessary, give are only suggestions based on the best information and knowledge available at the time of their formulation. The information and indications appearing in the catalogs, prospectuses, advertisements and price lists as well as, more generally, in the documents of presentation and promotion of the products sold by the supplier only have an informative, indicative and non-contractual value: these information and these indications do not engage the supplier who remains free to modify them in whole or in part at any time.
The delivery dates fixed in the acknowledgements of receipt of order are only indicative. Our customers will not be able to claim any indemnity or penalty, nor to cancel their order because of delay.
If the buyer does not take delivery on the agreed date, the goods manufactured may be invoiced by us; in this case, we decline all responsibility for deterioration caused by prolonged storage, for destruction, loss and/or theft. Furthermore, we reserve the right to cancel the order in question and/or to charge the costs of storage, repotting and redelivery.
4. IMPOSSIBILITY OF EXECUTION
Force majeure and acts of God exempt us from any obligation to manufacture or deliver. The following in particular are considered to be cases of force majeure: accidents to machines and ovens, partial or total staff strikes, riots, war, fire, floods, storms, exceptional weather conditions, epidemics, stoppage and scarcity of transport, supply difficulties and lack of raw materials, motive power, fuel, goods or services of all kinds.
In the event of a recognized manufacturing defect, our liability is limited to the replacement or reimbursement of the defective goods insofar as they have been returned.
In the absence of a specific agreement with the customer, our standard specifications apply.
Shades may vary depending on the composition of the materials used. We do not guarantee the absolute conformity of these shades with samples or previous deliveries.
As our goods are guaranteed for one marketing cycle only, we decline all responsibility for incidents resulting from repeated marketing.
We shall not be liable for the non-observance of the usual conditions of use.
Under penalty of foreclosure, complaints must be sent to us in writing, accompanied by samples, within eight days from receipt of the goods in the case of error or apparent defect and from the discovery of the defect in the case of hidden defect, our responsibility can no longer be called into question beyond a period of one year from the date of delivery.
Regardless of the nature, basis and manner of the action brought against us, we shall in no event be liable for any consequential damages, including but not limited to any financial or commercial loss (e.g., loss of profits, loss of orders, business disruption of any kind) or any loss resulting from an action brought against the customer by a third party.
6. INVOICING - PAYMENT
The goods are invoiced at the price valid on the day of delivery.
Payments must be made so that the supplier can dispose of the sums at the most on the due date appearing on the invoice, as defined by the supplier at the creation of the customer's account or the invoice, without discount, except for a particular dispensation.
Any payment intervening after the date of payment indicated on the invoice will give place, automatically, to application of a fixed allowance for expenses of recovery of 40 € for each paid invoice in delay as well as a penalty of delay calculated on the basis of the rate of refinancing of the ECB (European Central Bank) in force increased by 10 points on the date of payment appearing on the invoice. This penalty will be applied from the day following the date of payment shown on the invoice until full payment.
For the first order, we reserve the right to require cash payment upon receipt of the order.
Likewise, if we have serious or particular reasons to fear payment difficulties on the part of the customer on or after the date of the order, we may make acceptance of the order or its continued execution conditional on payment before delivery or cash, on the limitation of the customer's outstanding balance or on the provision by the customer of guarantees to our benefit. We may require the customer to provide us with accounting documents that enable us to assess its solvency.
Our bills of exchange, or our acceptance of another method of payment, shall not constitute a novation or derogation from this clause.
In the event that we have accepted the payment of our supplies by several instalments, we shall be entitled to demand immediately, by registered letter with acknowledgement of receipt, the totality of our claim if only one of these instalments is not respected.
If, in the course of a contract with staggered deliveries, the purchaser does not pay for one of the deliveries on the due date, we may withhold the goods to be delivered until full payment of the sums due in principal and interest. In addition, all guarantees useful for the execution of the contract may be claimed from the buyer, prior to the resumption of deliveries.
Finally, in the event of non-payment of an invoice on its due date, we may automatically terminate the contract by registered letter with acknowledgement of receipt, without prejudice to any damages.
The discounts, rebates or refunds being granted under the condition of payment of the invoices on their due date, we reserve the right to terminate them by right in case of unpaid or late payment.
7. RETENTION OF TITLE
It is expressly agreed that we retain ownership of the goods until full payment of their price in principal and interest, the submission of a bill of exchange or any other title creating an obligation to pay not constituting payment of the delivery.
However, as soon as the said goods are removed from our warehouses, the customer will become responsible for them. The purchaser therefore undertakes to take out an insurance policy covering the risks of loss, destruction or theft of the goods sold.
By express agreement, we shall be entitled to enforce our rights under this clause in respect of any of our claims on all of our goods in the possession of the customer, these being conventionally presumed to be those that are unpaid.
Deliveries by lorry are only to be made by full lorry.
All goods sold by us travel at the buyer's risk.
We shall only be liable to the purchaser if we ourselves have concluded the relevant transport and insurance contract and if the purchaser has lodged a complaint with the carrier within the statutory time limits or within the time limits indicated in the documents accompanying the goods.
9. SPECIAL CONDITIONS FOR SPECIALTIES
The "Specialties" products are not kept in stock permanently and are manufactured on demand. This results in the following measures:
Quantities: The quantities taken into consideration are those covered by a firm order, confirmed in writing. However, the technical impossibility of being able to guarantee the absolute concordance between the quantities manufactured and the quantities ordered entails, for the customer, the obligation to accept the delivery and to make the payment of the quantities actually manufactured, as long as the difference with the order does not exceed :
+ or - 20% up to 1.2 million pieces.
Invoicing: as and when shipments are made.
Tooling: The studies and moulds, created with a view to the manufacture of the models specially requested by the customers, are and always remain, in any case, our property. The customer's contribution to the cost of studies and creation of these tools will be payable before their realization and will not be refundable. We reserve the right to destroy any tooling that has not been used for the production of articles for a period of 3 years.
All information or technical, commercial or other documents (and in particular studies and glass drawings) that we provide to the customer in any form whatsoever prior to a possible order or during the execution thereof remain our property and are subject to an obligation of confidentiality on the part of the customer, who may not disclose them to a third party without our prior written consent.
11. RESPECT OF THE LAWS
Customer agrees that it and its affiliates, officers, employees and representatives will comply with all applicable laws and regulations, including those relating to anti-corruption and bribery, export controls, embargoes and economic sanctions. Any violation of this obligation will be considered a serious breach entitling us to terminate our relationship with the customer without notice or compensation. If at any time a new law or regulation comes into force which makes the performance of our obligations impossible or illegal, we shall be entitled to cancel the order and terminate the contractual relationship, without any liability to the customer.
12. PROTECTION OF PERSONAL DATA
In the course of our business relations, we may process the personal data of some of the customer's employees or representatives, who will ensure that the persons concerned are informed. This data is processed in order to enable us to manage and execute the commercial relationship, and to meet our legal and regulatory obligations.
In particular, the customer is informed that we have put in place a system to combat the risks of corruption, non-compliance with export regulations, embargoes or economic sanctions. In the event of an alert triggered by this system, we may refuse or terminate any business relationship with the customer concerned.
The data collected is processed by our company, our subcontractors, possibly by our partners, our parent company Avere SAS and by the subsidiaries of Avere SAS. It may also be transmitted to third parties when such communication is required by law, regulation or court order, or if such communication is necessary to ensure the protection and defense of our rights. Due to the organization of the Avere SAS group and/or the location of certain subcontractors and partners, personal data may be transferred outside the European Union to Avere SAS subsidiaries, subcontractors and/or partners. In this case, we ensure that such transfers are made in compliance with applicable regulations. Depending on whether the data subject is a customer or a prospect, personal data is retained for the duration of the business relationship and/or for 3 years from the last contact from the buyer, plus the statute of limitations. We may also retain data beyond that period when such retention is required by law, or when such retention is necessary to enable us to manage disputes and claims.
The persons concerned have the right to access, rectify, oppose, delete, limit their personal data by contacting our sales and marketing department at the head office. The persons concerned also have the right to lodge a complaint with the CNIL.
Contact us about the protection of personal data
Any dispute arising from the interpretation or execution of our agreements shall be under the exclusive jurisdiction of the Commercial Court of the place of our head office, even in the event of a stipulation to the contrary in the general conditions of purchase, letters or invoices from our customers, as well as in the event of a guarantee call or multiple defendants, and French law shall be the only applicable law.
All our export sales are governed by the provisions of "Incoterms 2020", unless otherwise stipulated herein or in our special conditions.