GENERAL INFORMATION
Unless otherwise specified in writing, these general terms and conditions of sale (hereinafter "the GTC") apply to domestic and export sales concluded by FRAMAPACK (hereinafter "FRAMAPACK") with any professional buyer. The G.T.C. are provided or communicated to each customer to enable them to place an order, and are deemed to be accepted by the customer upon placing the order. The placing of an order by a customer implies their unreserved acceptance of the G.T.C., unless special conditions have been expressly agreed in writing by FRAMAPACK. The GTC set out all the terms and conditions agreed with the customer, to the exclusion of any other documents issued by the customer, such as its general terms and conditions of purchase, or by any of its subsidiaries or branches or by the carrier. Consequently, these GTC cancel and replace all verbal and written agreements or any correspondence that may have taken place prior to the order. The fact that FRAMAPACK does not invoke any of these GTC cannot be interpreted as a waiver of its right to invoke any of these conditions at a later date.
OFFERS AND ORDERS
The supply offers appearing in FRAMAPACK's advertising documents, including on its website, are for information purposes only and do not engage its responsibility in any way. FRAMAPACK is only bound by orders taken by its agents, representatives, or employees subject to written confirmation on its part. Any deterioration in the customer's credit rating may justify the requirement of guarantees both before the execution of orders received and subsequently in the case of partially executed orders. In particular, in the event that the price of the customer's order(s) exceeds the total amount of the claims guaranteed by FRAMAPACK's credit insurer for that customer, FRAMAPACK's acceptance of any order that is not fully covered by its credit insurer will be conditional upon payment prior to delivery. Furthermore, FRAMAPACK reserves the right to cancel an order if it considers that the customer's financial situation will not allow it to be paid in accordance with the agreed terms. In such a case, FRAMAPACK will refund any deposits paid by the customer.
PRICE
Unless otherwise specified, prices are exclusive of tax and are based on the price list in effect on the date the order is received. Prices are subject to change according to the material prices in effect on the date of production, and in cases of force majeure. They will be communicated no later than before delivery. FRAMAPACK is entitled to suspend the execution of the order and, in particular, the deadlines until receipt of the deposit. No order cancellation will be possible without the agreement of FRAMAPACK and in the event of cancellation of the order by the customer, for any reason other than force majeure, the deposit paid at the time of the order will be automatically forfeited to FRAMAPACK and will not give rise to any refund. Any taxes, duties, or other charges payable under the laws and regulations in force shall be borne by the customer. In the case of an international sale to a customer located outside French national territory, prices are EX WORKS (Incoterm CCI 2010), unless otherwise specified.
PAYMENT OF INVOICES
Invoices are denominated in euros and payable within 45 days of the end of the month, unless special conditions stipulate a shorter payment period. Payments shall be sent to the address specified by FRAMAPACK or, failing that, to its registered office. Any delay in payment shall automatically result in a late payment penalty equal to the European Central Bank (ECB) refinancing rate plus 10 points, calculated from the day following the payment date shown on the invoice, without prejudice to any additional damages. In addition, any customer in arrears shall be automatically liable to FRAMAPACK for a fixed compensation for recovery costs, the amount of which is set by decree, without this excluding additional damages.
DELIVERY – TRANSPORT – TRANSFER OF RISKS
Delivery times are indicative and FRAMAPACK cannot be held liable for any failure to meet them, nor can this result in the termination or cancellation of the sale. Risks are transferred to the customer in accordance with the INCOTERM indicated in the offer and order confirmation. The transfer of risks does not entail the transfer of ownership.
RECEPTION
Upon delivery of the products by the carrier, the customer shall immediately make any necessary observations and note any reservations on the carrier's receipt. In addition, in accordance with Article L 133-3 of the French Commercial Code, the customer must notify the carrier of any loss or damage by registered letter with acknowledgment of receipt within a maximum of three (3) days of delivery by the carrier. The customer must take all necessary precautions to this end. The customer must also exercise all recourse against the carrier, who is solely responsible (even if the carrier was chosen or recommended by FRAMAPACK), both for damage to the products during transport and for any direct or indirect loss that may result. This agreement shall only apply to products manufactured less than 6 months ago (with the exception of customized products or products manufactured according to specifications agreed with the customer, which cannot be returned), in their original packaging, in a condition suitable for resale, and returned to FRAMAPACK within a maximum of 7 days after the agreement. No returns will be accepted without the prior and formal agreement of FRAMAPACK.
WARRANTY – LIABILITY
The customer is required to carefully inspect the products upon delivery in order to detect any defects or non-conformities. If no written reservations are sent to FRAMAPACK within 15 days of physical delivery of the products, the products shall be deemed to have been accepted and to be in conformity. In the event of a lack of conformity or defect recognized by FRAMAPACK, the non-compliant products will, at FRAMAPACK's discretion, be replaced or refunded, with the return costs being borne by FRAMAPACK.
FRAMAPACK's liability under its obligation to guarantee against hidden defects or non-conformity is expressly limited to the refund or replacement of the products concerned, to the exclusion of any other compensation. The costs and risks of returning defective products shall be borne by FRAMAPACK. The warranty against hidden defects is granted for a period of 6 months from delivery. In order to assert their rights, customers must, under penalty of forfeiture of any related action, inform FRAMAPACK in writing of the existence of hidden defects (not revealed by the initial examination that they are required to carry out) within a maximum period of 15 days from their discovery. The replacement of defective products shall not extend the duration of the warranty set out above.
Any warranty is excluded in the event of misuse (transport of products that are unsuitable due to their chemical composition in particular), failure to comply with storage conditions, negligence, or lack of maintenance on the part of the customer, as in the event of normal wear and tear of the product or force majeure or similar events (strikes, riots, import bans, floods, etc.). Furthermore, in all cases, FRAMAPACK's liability is expressly excluded in respect of damage caused by the products to the customer's property and used by the latter for professional purposes, as well as indirect or immaterial damage, or damage related to any operating or profit loss, or any similar damage. In all cases where FRAMAPACK may be held liable, such liability is expressly limited to the value of the products concerned.
The technical assistance provided by FRAMAPACK does not engage its liability for any consequences that may result from the customer's choice of products or their destination, as the customer is the sole judge in this regard in his professional capacity.
RESERVATION OF TITLE
The transfer of ownership of products sold by FRAMAPACK is expressly delayed until full payment of their price in principal and accessories has been received. In the event of non-payment by the due date, FRAMAPACK is authorized to claim all products of the same type as those delivered to the customer by FRAMAPACK over the last twelve months and in the customer's possession, for a value assessed according to FRAMAPACK's current price list equivalent to the sums due for any reason whatsoever between the parties. The customer may not dispose of them in any way, either as full owner or as collateral, until full payment has been made. The customer undertakes to take out insurance covering any damage, loss, destruction or theft of the products and hereby designates FRAMAPACK as the beneficiary of any insurance claims or compensation claims in this respect. FRAMAPACK hereby accepts the benefit thereof. However, if the customer resells the delivered products before full payment, the customer undertakes to inform any third-party sub-purchaser of the products of the provisions of this clause and its transfer to the resale price claim not yet paid by the third-party sub-purchaser to the customer. FRAMAPACK retaining any deposits paid as a penalty for violating the prohibition on reselling the products before full payment. The customer also agrees not to pledge or assign the ownership of FRAMAPACK products as collateral. If the customer were to commit FRAMAPACK products, the latter reserves the right to withdraw the existing products from the customer, with all sums due then becoming immediately payable by operation of law and without formalities. The above provisions shall apply as soon as a payment becomes overdue. In addition, the customer must inform FRAMAPACK (1) without delay in the event of seizure or any other intervention by a third party on the products, in order to enable FRAMAPACK to oppose such action and preserve its rights, and (2) of the opening of collective proceedings against them by registered letter with acknowledgment of receipt within eight days of the pronouncement of the opening judgment, in order to allow FRAMAPACK to claim the products found in kind among the customer's assets. In any event, the customer shall ensure that the products can always be identified on their premises.
CANCELLATION
If payment is not received within fifteen days of the formal notice sent to the customer by registered letter with acknowledgment of receipt, the sale may be terminated automatically by FRAMAPACK and the products delivered must be returned, notwithstanding any recourse by FRAMAPACK due to damage or abnormal use. Any deposits received by FRAMAPACK will not be refunded and deliveries in progress may be suspended. The termination may apply not only to the order in question but also to all previous unpaid orders, whether or not payment is due, and whether they have been delivered or are in the process of being delivered.
APPLICABLE LAW AND JURISDICTION
The law applicable to the G.T.C. and to any sale concluded between FRAMAPACK and its customers is French law, unless otherwise agreed. In the absence of an amicable agreement, any dispute arising between the parties shall be submitted to the jurisdiction of the Commercial Court of Bordeaux, even in the event of a warranty claim or multiple defendants.