General conditions of sale
BIOWRAP GENERAL TERMS AND CONDITIONS OF SALE
Deliveries of the neutral, unprinted biodegradable film rolls will be made within 04 weeks.
Deliveries of the biodegradable film rolls with printing will be made within 06 weeks from the date of validation by the buyer of the proof and the product positioning sheet.
Delivery times are indicated as accurately as possible but depend on the seller’s supply and transport capabilities.
Delivery delays cannot give rise to damages, withholding of payment or cancellation of pending orders.
5.3. Risks
It is expressly agreed and accepted by the buyer that the products are sold with free delivery.
Delivery will be deemed to have taken place when the goods are made available to the buyer by the seller at the location specified by the buyer. The costs of transporting the goods to this delivery point are borne solely by the seller, who also assumes all risks of loss or damage to the goods until that point of delivery. The invoiced price includes delivery costs.
It is understood that the clause only concerns transport costs and is not intended to defer the transfer of ownership or risk.
5.4. Cost
For an order between 600 kilograms and 1299 kg, the transport cost will be a flat rate of €140 excluding VAT.
For orders between 1300 kilograms and 3 tonnes, the transport cost will be a flat rate of €100 excluding VAT. Any order exceeding 3 tonnes will be shipped free of charge.
Article 6. Reception
Without prejudice to any action to be taken against the carrier, claims regarding apparent defects or non-conformity of the delivered product with the ordered product or the shipping document must be made in writing within three days of the arrival of the products. Failing this, the buyer will be deemed to have definitively accepted the goods without recourse against the seller, subject to the provisions concerning defects not apparent upon delivery.
In the event of a claim, the buyer shall be responsible for providing all necessary evidence to substantiate the defects or anomalies found. The buyer must allow the seller every opportunity to verify these defects and remedy them. The buyer shall refrain from taking any action themselves or involving a third party for this purpose.
For products sold in packaged form, the weights and measures at the point of departure are considered proof of the quantities delivered.
The tolerance for the weight of the delivered reel will be plus or minus 10% calculated on the basis of the weight of the reel ordered.
The tolerance of the delivered coil’s edge will be plus or minus 05 millimeters calculated on the basis of the edge of the ordered coil.
The tolerance of the thickness of the delivered biodegradable film will be plus or minus 0.5 microns based on the thickness of the ordered biodegradable film.
Article 7. Returns
7.1. Terms
All product returns must be formally agreed upon by both the seller and the buyer. Any product returned without this agreement will be held at the buyer’s disposal and will not be eligible for a credit note. The costs and risks of the return are always borne by the buyer.
No returns will be accepted after a period of 8 days following the delivery date.
Returned goods must be accompanied by a return slip to be affixed to the package and must be in the same condition as when delivered by the supplier.
7.2. Consequences
Any return accepted by the seller will result in the issuance of a credit note to the buyer, after qualitative and quantitative verification of the returned products; returns not conforming to the above procedure will be penalized by the loss for the buyer of the deposits he or she has paid.
In the event of an apparent defect or non-conformity of the delivered products, duly noted by the seller under the conditions provided above, the buyer may obtain free replacement or reimbursement of the products at the seller’s discretion, excluding any compensation or damages.
Article 1. Application of the general terms and conditions of sale – Enforceability
These general terms and conditions of sale (GTC) form the basis of commercial negotiation and are systematically sent or given to each buyer to enable them to place an order.
These general terms and conditions of sale apply to all sales of products by the seller, unless otherwise specifically agreed in writing between the parties prior to the order.
Any document other than these general terms and conditions of sale, and in particular catalogues, prospectuses, advertisements, notices, has only an informative and indicative value, not a contractual one.
The fact that the seller does not invoke any of these general terms and conditions of sale at any given time cannot be interpreted as a waiver of the right to invoke any of said terms and conditions at a later date.
Article 2. Orders
To be valid, the order must specify in particular the quantity, type, references of the products sold as well as the agreed price, payment terms, place and date of delivery.
Orders are not final, even when taken through sales representatives or employees, until they have been confirmed by the signature of the offer returned by any means and, for all orders greater than or equal to €5,000 excluding VAT, only after payment of a 30% deposit.
Unless otherwise agreed, order confirmation implies the buyer’s acceptance of the seller’s terms of sale without reservation, acknowledgment of having full knowledge thereof, and a waiver of any right to invoke their own terms of purchase.
In case of shortage, the supplier will respond to orders according to their order of arrival and to the extent of its availability.
The benefit of the order is personal to the buyer and cannot be transferred without the seller’s agreement.
Article 3. Order Modification
Orders submitted to the seller are irrevocable for the buyer, unless accepted in writing by the seller.
Any modification to the composition or volume of an order placed by a buyer will only be taken into account by the seller if the request is made in writing, including fax or email, and has reached the seller no later than 8 days after receipt by the seller of the initial order.
In the event of a modification to the order by the buyer, the seller will be released from the agreed deadlines for its execution.
Article 4. Price
Products are supplied at the prices in effect at the time the order is placed, expressed in euros and including VAT applicable on the day of the order; any change in the rate may be reflected in the price of the products or services.
Unless otherwise agreed, prices are net, including transport, excluding taxes, based on the rates communicated to the buyer.
As indicated in Article 6 below, the weight of the delivered reel may vary by up to 10% compared to the weight of the reel ordered. In this case, the quantity actually delivered will be invoiced in the same proportion as the weight variation, up to a maximum of 10% plus or minus.
Any tax, duty, fee or other charge payable under French regulations or those of an importing or transit country shall be borne by the buyer.
Article 5. Delivery
5.1. Terms
Delivery is made in accordance with the order on reinforced disposable pallets by carrier to the buyer’s premises, with the buyer responsible for taking all necessary steps to unload the transport truck.
5.2. Time limit
Article 8. Warranty
8.1. Extent
The products are guaranteed against any defects in materials or workmanship for a period of 6 months from the date of delivery. Warranty repairs or replacements will not extend the original warranty period.
Under this warranty, the seller’s sole obligation will be, at its discretion, either the free replacement or repair of the product or component recognized as defective by its services, unless this method of compensation proves impossible or disproportionate. To benefit from the warranty, all products must first be submitted to the seller’s after-sales service, whose approval is required for any replacement. Any shipping costs are the responsibility of the buyer, who will not be entitled to any compensation in the event of downtime of the product due to the application of the warranty.
8.2. Exclusions
The warranty does not cover visible defects.
Also excluded are defects and damage caused by natural wear and tear or by an external accident, or by a modification of the product not foreseen or specified by the seller, or finally by improper storage of the product.
To this end, it is specified that the product must be stored away from heat sources and in a dry place. The product must be consumed within 6 months of receipt.
Article 9. Invoicing
An invoice is drawn up for each delivery and issued at the time of delivery, unless a delivery note has been issued, in which case a summary invoice, referring to all delivery notes issued, will be drawn up every eight days.
Article 10. Payment
10.1. Terms
Unless otherwise agreed, payments will be made 30 days end of month from the date of issue of the invoice by bank transfer, by bills of exchange issued by us, domiciled and without prior acceptance or by bank or postal checks.
In the case of deferred or installment payment, payment within the meaning of this article is not the mere delivery of a bill of exchange or a check implying an obligation to pay, but their settlement at the agreed due date.
10.2. Delay or default
In the event of late payment, the seller may suspend all pending orders, without prejudice to any other course of action.
Any sum not paid by the due date shown on the invoice will automatically incur, from the day following the payment date shown on said invoice, the application of penalties equal to the rate applied by the European Central Bank to its most recent financing operation plus ten points.
Unless otherwise agreed, the amount of these late payment interest payments will automatically be deducted from any discounts, rebates or allowances owed by the seller.
In addition, a fixed compensation of 40 euros per unpaid invoice will be due for recovery costs.
These penalties and fees will be payable upon simple request from the seller. If the recovery costs incurred exceed this fixed amount, the seller reserves the right to claim additional compensation upon presentation of supporting documentation.
In the event of non-payment, forty-eight hours after a formal notice to pay has been issued and remains unpaid, the sale will be automatically cancelled at the seller’s discretion. The seller may then seek, through summary proceedings, the return of the goods, without prejudice to any other damages. This cancellation will apply not only to the order in question but also to all previous unpaid orders, whether delivered or in transit, and whether payment is due or not. In the case of payment by bill of exchange, failure to return the bill will be considered a refusal to accept, equivalent to non-payment. Similarly, when payment is made in installments, failure to pay a single installment will render the entire outstanding balance immediately due and payable, without further notice.
In all the above cases, sums that would be due for other deliveries, or for any other reason, will become immediately payable if the seller does not opt to cancel the corresponding orders.
Under no circumstances may payments be suspended or subject to any set-off without the prior written consent of the seller. Any partial payment will be applied first to the unsecured portion of the debt, then to the oldest outstanding amounts.
The seller does not intend to grant any discount for cash payment or payment on a date earlier than that resulting from the general terms and conditions of sale.
10.3. Requirement for guarantees or settlement
Any deterioration in the buyer’s creditworthiness may justify requiring payment before the execution of orders received.
The seller reserves the right, at any time, depending on the risks involved, to set a credit limit for each buyer and to require specific payment terms or guarantees.
This will notably be the case if a modification, or a sale, lease, pledge, or contribution of the business assets has an adverse effect on the buyer’s creditworthiness.
Article 11. Retention of Title
All goods sold remain the property of the seller until full payment of the price.
Payment is understood to mean the actual receipt of the payment instrument and its crediting to the seller’s accounts. The delivery of an instrument creating an obligation to pay does not constitute payment under this clause.
Failure to pay a single installment may result in the seller repossessing the unpaid goods. Any extensions of payment deadlines granted will be subject to the same retention of title.
Notwithstanding the foregoing, the risk of loss or damage to the products, as well as liability for any damage they may cause, passes to the buyer upon delivery of the goods. Consequently, the buyer must, at their own expense, take out insurance on behalf of the seller.
The goods must be resold by the buyer in the chronological order of the seller’s deliveries. Consequently, goods held in the buyer’s inventory will be considered to correspond to the seller’s invoices that have not yet been paid.
The return of goods belonging to the seller will be at the buyer’s expense, risk and peril.
If necessary, the seller may reclaim the goods from any subsequent purchasers. Furthermore, in the event of resale, the seller may reclaim the goods for the price of the goods or any corresponding claim, including from any holder or assignee, the buyer agreeing to assist the seller in recovering these claims from subsequent purchasers.
Article 12. Packaging
Packaging bearing the seller’s trademark may only be used for its products and may not, under any circumstances, be used for any other products.
Any violation of this rule will expose the perpetrator to legal action and the payment of damages.
Article 13. Confidentiality
All technical documents, products, photographs given to the buyer remain the exclusive property of BIOWRAP, the sole holder of intellectual property rights over these documents and must be returned to them upon request.
The buyer agrees not to use these documents in any way that could infringe the seller’s industrial or intellectual property rights and agrees not to disclose them to any third party.
Article 14. Applicable Law
Any question relating to these general terms and conditions of sale and to the sales they govern, which is not dealt with by these contractual stipulations, shall be governed by French law to the exclusion of any other law, and, as a supplementary measure, by the Vienna Convention on the International Sale of Goods.
Article 15. Jurisdiction – Disputes
In the event of a dispute relating to the interpretation or execution of their agreements, the parties shall, before any legal action, seek an amicable agreement and shall provide each other with all necessary information for this purpose.
In the absence of an amicable settlement of the dispute within a maximum period of three months, the Commercial Court of Melun shall have sole jurisdiction in the event of any dispute or disagreement relating to the formation or execution of the order, unless the seller prefers to bring the matter before any other competent court.
This clause applies even in the event of summary proceedings, incidental claims or multiple defendants or third-party claims, and regardless of the method and terms of payment, without any jurisdiction clauses that may exist on the buyer’s documents being able to prevent the application of this clause.