1 / PRICE OFFER AND ORDER
11 – Validity of the offer. The exclusive offer is only valid if confirmed in writing on company letterhead because any specification modification may question the conditions.
12– Duration of the offer. In the absence of a fixed period, the price offer commits the Seller for a period of one month.
13 – Order. Any order placed directly or through our representatives only binds us if we confirm it, and exclusively according to the terms of our confirmation,
regardless of the clauses or conditions that may appear on the purchase orders or various printed matter. This would be sent to us by our customers and a
copy of which could have been returned to them at their request. The absence of a response by rotating mail to our order confirmation implies full acceptance
by our customers of our general and special conditions of sale by which we are exclusively committed.
14 – Modification or cancellation. The partial or total cancellation or modification of the order is only permissible and valid if both parties agree. In any case, the Seller reserves the right to invoice the Buyer, on the presentation of supporting documents, the materials supplied, the labor costs, and the costs incurred to prepare or execute the cancelled or modified order , provided that the Seller is not responsible for this cancellation or modification. The Buyer may dispose of the invoiced merchandise even if it remains on deposit with the Seller. However, this deposit is limited in time by the storage possibilities of the Seller.
15– Fortuitous events and force majeure. We reserve the right to terminate all contracts without compensation in the event of force majeure, war, fire, strike, lockout or stoppage of public services.
2 – PRICE
21 – Unit of sale – Taxes and packaging – Conditions of transport Unit of sale: Prices are given per unit, per hundred or thousand; according to the nature of the product Taxes: on the offer, the prices are established exclusive of tax. Packaging: packaging may be included in the price or charged extra. Unless otherwise specified, the choice of the type of packaging and the packaging belongs to the Seller. In the case of returnable crates, containers, or pallets, the return must be made within three months in good condition at the Buyer’s expense. Except in the case of sales including packaging, the packaging is invoiced
in addition. If the Purchaser wishes special packaging, its conditions of execution and invoicing must be defined by a written agreement between the two parties. Conditions of transport: the selling prices are established ex–works, carriage paid or forwarded, as the case may be. Due to the nature of the goods which are strictly adapted to the needs of the Buyer, the transfer of ownership in his favor is deemed to take place at the time of departure from the Seller’s factory unless delivery is made by the Seller’s vehicles. . The goods travel at the risk and peril of the recipient whatever the conditions of transport, even in the case of free shipping, except in the case of transport by the Seller. On behalf and at the Buyer’s expense, the Seller may take out any insurance requested by the Buyer with all the necessary details. In the event of damage or missing items noted upon receipt of the goods, the Purchaser is required to comply with the provisions of article 105 et seq. Of the Commercial Code.
22 – First establishment costs. Also, give rise to invoicing, as a contribution to the costs of the first establishment:
● Studies, drawings, sketches, and models were carried out at the request of a prospective Purchaser and not followed up with an order within two
● The supply at the customer’s request of pre–series in white or color proofs,
● All the preparatory documents: models, sketches, compositions, positive or negative films, photographs of all kinds, reports, cutting form, tools,
embossing blocks, gilding iron, etc.
23 – Price modification or revision. Except in installments provided for in the request, the price offers are established for work carried out, delivered and invoiced in one go. Any modification of deadlines or of production compared to the initial conditions intervened during the contract will involve a modification of price. In the event of long–term contracts requiring multiple fabrications, the parties may, by mutual agreement, agree on a parametric formula for revising the selling price, taking into account the cost of labor and raw materials of the base.
24–Billing. Invoicing of the goods is carried out at the time of delivery or, in the case of goods held in an account with the Seller, at the time when they are made available to the Buyer according to the terms of the contract. A dispute over a specific fraction of the delivery does not justify a refusal of payment for supplies which have not been the subject of a dispute. If a contract includes several deliveries, the non–payment of only one of them, duly noted after formal notice, authorizes the Seller to suspend the shipments, or even to request the termination of the contract, without prejudice to the invoicing of the goods manufactured or in the process of being manufactured. In general, if during the performance of a contract the Buyer does not perform the clauses of the contract,
25– Terms of payment. Our goods are payable to ANCENIS (Pays de Loire). Acceptance of a bill of exchange or other modes of payment does not entail any novation or exemption from the jurisdiction clause below. Any order for an amount less than € 500 excluding tax must be paid by check when ordering. Payment for our supplies over € 500 excluding tax is made 1/3 when ordering, the balance at 30 days end of the month of invoicing without discount. Any sum not paid within the above deadlines automatically carries late interest, at the rate of 1.5% per month of delay, any fraction of a month is counted as one unit, without being able to be less than three (3) times the interest rate. 26–Penalty clause. In all cases of non–payment on the due date, it will be due by the customer eight days after a formal notice by registered letter with acknowledgment of receipt remained unsuccessful, as a penalty clause, a fixed and irrevocable compensation set at 15% the amount excluding tax of the invoice.
27– Retention of title clause. In accordance with the law of May 12, 1980, the transfer of ownership of the item sold is subject to payment of the price at maturity by the Buyer. However, the risks are transferred upon delivery. In the event that payment (effective and full collection of the price) does not take place within the time limits set by the parties, the Seller may require, by registered letter with acknowledgment of receipt, the return of the goods at the expense, and risk of the Buyer as well as that, if it sees fit, the termination of the contract.
3 – EXECUTION OF THE ORDER
31– Buyer’s technical approval. When the proofs are submitted to the Purchaser, corrections must be made and the documents must be returned to the Vendor with the mention “Good to print,” the date and the signature of the Purchaser. The Seller’s liability is only engaged if the execution does not conform to the final proof, signed by the Buyer.
32 – Amendment. The prices having been confirmed, the offers are made only for the work corresponding to the specifications which determined them. Any modifications requested by the Purchaser will be invoiced on justification insofar as they entail additional costs compared to the contractual specifications.
33 – Tolerance: quantity, grammage, dimensions.
a) – Tolerance on quantity: in terms of cardboard packaging, are deemed acceptable by the Purchaser, at the unit price of the order, deliveries by excess or by default with a tolerance of plus or minus 10% of the quantity ordered. However, this tolerance limit cannot be enforced against the Seller for orders of small quantities or of a particularly delicate or complex execution. In any case, the parties are strongly advised to fix with precision the minimum delivery as well as the percentage of admissible surplus, and this, if possible, at the time of the study.
b) – Grammage tolerance: the Seller is dependent on the tolerances in use in the cardboard industry. In the event that the Purchaser is required to formulate specific requirements, they should be specified at the study level. They could only be accepted according to the technical possibilities of the cardboard manufacturers.
c) – Dimensional tolerances:
c1. Folding cardboard boxes: dimensional tolerances are agreed upon between the parties, and, in the case of automatic packaging, they are subject to specifications appropriate to the type of machine. c2. So–called mechanical cardboard boxes: in the particular case of so–called mechanical cardboard boxes, the dimensional tolerances are plus or minus 2%.
34 – Tolerance on quality. The fidelity of the execution must refer to the proofs approved by the Purchaser. Quality variations subject to the processes used and the raw materials used are allowed. However, particularly when it comes to delicate printing jobs, the parties are advised to establish minimum–maximum color standards by mutual agreement. Bar codes: the Seller’s liability is only engaged in the event of a printing defect duly noted by a third party competent in printing.
35 – Delivery time. The accepted deadlines are those fixed by the Seller. They can be called into question if the Purchaser does not provide, in time, all of the documents necessary for production. Unless otherwise specified, the goods are deliverable and billable as soon as they are completed. In the event of staggered deliveries, a rate can only be anticipated or deferred with the acceptance of both parties. No compensation or penalty for delay can be accepted by the Seller if it was not provided for at the origin of the contract.
36 – Shopping. In the event of storage at the Seller’s premises, carried out at the Buyer’s request and not provided for in the original contract, the latter bears the cost thereof.
37 – Reservations concerning deliveries. All recorded orders include a reserve authorizing for the seller, the suspension, without compensation, of the
commitments made, in the following cases: strike, lockout, fire, bad weather, and other cases of force majeure occurring at the Seller as well as from its own suppliers.
38 – Identification of the Seller. Unless otherwise stipulated by the Buyer, the Seller is authorized to as follows; print on the products of its manufacture, the name, and logo or number of its company to the extent that they previously appeared on the “proof print”.
39 – Material compatibility. It is up to the buyer and the final conditioner to check the reciprocal compatibility of the materials and the packaged foodstuffs and the non–modification of the organoleptic characteristics of the latter. . It is also their responsibility to carry out complete and sufficiently long tests to ensure that the goods they order from the Seller are suitable for their intended use.
4 – ARTISTIC AND INDUSTRIAL PROPERTY
41 – Artistic property.
a) Sketches, models, and drawings. In all cases, it is recommended that the Seller and the Buyer fix by mutual written agreement the cost of artistic property and any reproduction rights. Failing this, when a Seller has performed work that involved a creative activity on his part, all documents (sketches, texts, models, drawings, etc.) will remain his exclusive property. It may not be used without his permission except to agree on an indemnity. The same is true of ideas drawn directly from these documents.
b) Reproductive material. The materials such as typons, negatives, positives, stereotypes, shapes, and special tools, etc … provided by the Seller remain his exclusive property, except contrary provisions taken in writing even in the case where these would have been totally or partially invoiced.
42 – Industrial property (Patents, Models and Trademarks). In particular, industrial property and the Seller’s patents, models, and registered trademarks remain in all cases its exclusive property.
43 – Trademarks and graphics. The seller declines all responsibility for the products packaged in its packaging. For the brands or graphics, it reproduces on the instructions of its customers to whom it is up to them to ensure that they are not counterfeiters, in any capacity whatsoever or a particular competing product.
5 – RECEPTION AND USE OF GOODS
51 – Complaints – Refusal. The Purchaser has the duty to examine the goods upon receipt. Disputes over the quantity delivered must be made by the Buyer to the Seller within three days of the date of delivery of the goods. Disputes relating to quality must be formulated by the Buyer to the Seller as quickly as possible and not exceeding one month from the date of delivery of the goods, except for hidden defects that may appear subsequently. Complaints will not be admissible if the goods have been stored in conditions prejudicial to their good conservation. Under no circumstances can the Seller be sought for damages for hidden defects, nor held liable beyond the value of the goods recognized as defective.
52 – Use of goods. After acceptance, the goods will be deemed to be used within one month of delivery. Given the specialty of the material used and its sensitivity to climatic and atmospheric fluctuations, ignoring the conditions in which these supplies will be handled, conditioned, stored, transported, and the climatic conditions of the countries of destination. The seller cannot be held responsible for the disadvantages resulting from late use.
6 – WORK CARRIED OUT WITH MATERIALS AND RAW MATERIALS NOT BELONGING TO THE SELLER
When the Buyer makes the raw material or equipment available to the Seller, the latter cannot be held liable for any defects inherent in this raw material or this material or the consequences of these defects. The Seller is required to inform the Buyer as soon as he detects a defect. At any time and under his own responsibility, the Seller may partially or totally subcontract the performance of a supply.
7 – SELLER’S RESPONSIBILITY
Under no circumstances can the Seller be held liable for the fact that it reproduces documents provided by the Buyer. The Seller is entitled, if necessary, to request written authorization from the Buyer.
8 – LEGAL COMPETENCE
For any disputes or disputes whatsoever that may arise regarding the goods, the price of the settlement or any other causes and whatever the mode of transport, the Courts of the Ain will have exclusive jurisdiction, even in the event of guarantee or multiple defendants.