General conditions of export
Preamble
The sale of products by Antalis France (hereinafter referred to as "the Seller") is governed by the present provisions in accordance with the practices of the paperboard industry and trade. They are deemed to be accepted without reservation by the buyer, who is deemed to be a professional, and are the only ones applicable between the Seller and the buyer, unless the Seller waives them in writing. They shall prevail over any general terms and conditions of purchase of the buyer. In the event of a contradiction between a provision of these conditions and a text of public order, this contradiction will only lead to the non-application of the non-compliant provision without affecting the rest of these conditions. In the event that the customer deviates from one of the present clauses without the express agreement of the Seller, the latter may at any time demand its strict application. Whatever the duration of the tolerance, it may not under any circumstances become the new agreement of the parties.
I. The order
1. Orders placed from stock, by telephone or electronically, are binding on the buyer upon receipt of the telephone call or electronic order, without the need for written order confirmation from the buyer. The products presented on the Antalis website do not constitute a firm and complete offer by the Seller. The Seller therefore reserves the right to accept or refuse any electronic order. Production/manufacturing orders must be in writing.
2. All orders, whether written, electronic or by telephone, must include :
The full name, precise address, trade register number or trade register number, corporate form of the purchaser or, if applicable, a customer identifier in the case of an electronic order; the reference to any offer; the quantity, either precise or with minimum and/or maximum values; the quality, specifying the type, brand and reference to a sample supplied; the grammage; the size; the presentation, the packaging and possibly the squaring; the desired delivery time; the place of delivery; the delivery terms; the price and the payment terms; in the case of coils, in addition to the grammage, their width, their diameter, the internal diameter of the cores. In the case of a production/manufacturing order, the buyer must, if he so wishes, request tobe informed of the direction of manufacturing, failing which it will not be indicated. If the purchaser requires a direction of manufacture, he must indicate it very precisely on the order form.
II. The order confirmation
If the Buyer accepts a binding and complete offer from the Seller without modification, no written order confirmation by the Buyer is necessary.
Receipt of the goods shall constitute confirmation of the order and of the buyer's unreserved acceptance of these terms and conditions of sale. In the case of electronic orders, these general terms and conditions of sale shall be deemed to have been accepted at the time the order is placed. In the sole case of a manufacturing order, the Seller issues an order confirmation which constitutes the contract and is binding on the parties..
III. Delivery
a) Delivery time. The delivery period shall begin on the date of the order or its confirmation. In the absence of any specification of the imperative nature of the delivery period or date in the order confirmation, this period or date is given as an indication only. Except in the case of deliberate negligence on the part of the Seller, no compensation or damages shall be due and may not be claimed for failure to meet the delivery deadline or date.
b) Impossibility to deliver (definitive, temporary or partial). The Seller is released from his obligations by any event beyond his control which prevents or delays the delivery of the goods and which is not attributable to an intentional or gross fault on his part. The Seller is obliged to notify the buyer of the existence of the temporary impediment or impossibility of delivery and the reasons for it, if the circumstances do not make such notification impossible. If the impediment is temporary, performance of the contract shall be suspended for the duration of the impediment. However, if the duration exceeds 30 days, either party shall have the right to terminate the contract without compensation.
However, if the impediment relates to a delivery that has expired and is part of a contract with staggered deliveries, the right of cancellation shall only apply to this delivery and not to future deliveries.
If, at the time of the impediment, the Seller has already manufactured part of the order, the buyer shall be obliged to take delivery of the manufactured quantity under the agreed conditions.
c) Failure to collect or refuse to accept the goods. If the buyer fails to collect the goods from the Seller's warehouse or refuses to accept them, the delivery period having already expired, the Seller is entitled to store the goods at the buyer's expense and to claim reimbursement of the transport costs. If the delay in collecting the goods from the Seller's warehouse exceeds the date of availability by two weeks or if the buyer refuses to accept the delivery, the Seller shall be entitled to withdraw from the contract, to resell the goods and to claim payment from the buyer of the difference between the price originally agreed and the resale price, as well as for any loss suffered.
d) Return of goods sold from stock. Any return of goods accepted by the Seller due to an error attributable to the buyer will result in the invoicing of a fixed amount, calculated according to the Seller's price list, intended to cover the costs of transport and repackaging of the returned goods. Goods made to order are never taken back.
e) Ripper services. Depending on the handling services required by the structure of the delivery building(s) mentioned by the buyer or the personalised deliveries requested by the buyer (placing the goods under cover, delivery to a site on the floor or in the basement, multiple deposits on the floor or in the basement) and the geographical location of the delivery, a flat-rate fee called the "Ripper Services" fee will be applied to the buyer by the Seller. The extra cost charge will be quoted in the Seller's tariff and will be intended to cover these particular handling costs.
f) In all cases, in addition to the application of the clauses below, the buyer will be solely responsible for the consequences of any delivery error, impossibility of delivery and/or return of goods resulting from a lack of information or erroneous information regarding the addresses and delivery methods provided by the buyer. The buyer shall also be liable for the resulting additional delivery costs and a fixed compensation, calculated according to the Seller's price list, to cover the costs of transport and repackaging of undelivered goods.
IV. Prices
The prices in the Seller's price list, unless otherwise stated, are exclusive of VAT, carriage paid, in metropolitan France. The Seller's prices do not apply to sales made via the Seller's shops, in particular the "Brainstore" and the "A4 Paper shop" which have a special price list indicated on the spot.
Prices are given for relevant units according to the nature of the product, as specified in the tariff. They are given as an indication; only the prices negotiated and agreed in writing between the parties constitute a commitment on both sides. However, in the event of a dispute and in the absence of a written document issued by the Seller, the price list shall prevail. The prices stated in the price lists are limited to the quantities available in stock with the Seller on receipt of the order. A flat-rate surcharge, the amount of which is set out in the Seller's price list, will be applied by the Seller to certain orders. Due to the extremely high handling costs and the risk of deterioration of the goods caused by the splitting of packing units, the products are sold exclusively in the packing unit indicated in the price list, without the possibility of breakage. Any discounts, rebates and refunds are specified on the invoice.
V. Transfer of risk
The goods travel at the Buyer's risk, despite the provisions relating to the retention of title, as set out in Article VIII below. If the goods are collected from the Seller's premises, they shall be at the buyer's risk from the agreed date of their availability in the Seller's shops. The same shall apply if collection is deferred by the Buyer. In the event that the Seller has undertaken to ship the goods, and even in the event of a carriage-paid sale, the transfer of risk shall take place as soon as the goods are loaded at the Seller's premises or at the manufacturer's factory on the means of transport chosen by the Seller on behalf of the buyer.
VI. Transport
Reservations and recourse against the carrier (whether for quantity or damage) are the responsibility of the purchaser who must immediately send the Seller, for information, a copy of all documents issued in this respect by the purchaser. The purchaser must immediately proceed with the reservations and detailed observations on the delivery documents issued by the carrier. He must confirm them within the legal time limits, by registered letter with acknowledgement of receipt within three working days following receipt in France and seven working days for other countries.
VII. Payment
1. Time limit, date of payment. The starting point of the payment period is the date of the invoice. The date of payment shall be stated on the invoice. In accordance with the application of the LME law, the maximum payment term may not exceed 60 days net date of invoice or 45 days end of month date of invoice, or 45 days end of month date of statement. The Seller reserves the right to adapt the duration of the credit to the situation of the buyer and to make the execution of orders conditional on the provision of guarantees or on payment at the time of the order, or prior to delivery. A change in the legal status of the purchaser and/or a deterioration in its financial situation may automatically result in the immediate payment of debts relating to any goods delivered but not paid for, if the law of the country of reference does not prevent this. Unless otherwise agreed by the Seller, the usual means of payment for forward payment shall be the Letter of Exchange statement without acceptance (LCR) on magnetic media. If payment is agreed by bills of exchange sent for acceptance, these must be returned to the Seller accepted within 48 hours, failing which the provisions of paragraph 3 below shall apply.
2. Cash discount. If the Seller grants a discount for cash or early payment, the terms of this discount shall be stated on the invoice. This discount shall be deducted from his taxable turnover. The amount of VAT deductible by the purchaser must therefore be reduced by the amount of VAT relating to the discount.
3. Late payment and acceleration of payment.
a) If an invoice that has fallen due is not paid or is only partially paid on the payment date indicated on the invoice, the term will automatically lapse and the Seller will then automatically demand late payment penalties from the day following the due date shown on the invoice until the day of actual payment, at the current ECB rate plus 10 points; a fixed indemnity, without prejudice to any damages, for collection costs of 40 euros; immediate payment of all invoices not yet due; payment before delivery of any order already accepted or already placed or a satisfactory personal and/or real guarantee.
b) If in the cases listed above the Buyer fails to provide the requested guarantee, the Seller may refuse to deliver, terminate the contract and/or current orders, even if duly accepted, claim damages and/or exercise its retention of title and the rights relating thereto as set out in Article VIII below.
c) Any payment made by the purchaser, regardless of how the latter may subsequently allocate it, and even if its amount corresponds exactly to one of the invoices, shall be allocated in priority to those invoices corresponding to goods already used or resold by the purchaser.
4. Cash on delivery. In the event that the buyer is required to pay the carrier directly for the goods upon receipt of the delivery, he will be charged a flat rate to cover the costs associated with this operation.
VIII. Retention of title
The Seller or his assignees reserve the ownership of the goods delivered by him until the buyer has paid in full all sums due or not due as a result of the deliveries made. In this respect, the provisions of Article VII-3b of these conditions are recalled.
a) Defaults or deterioration of the purchaser's credit. The Seller, as owner of the goods, whether processed or not, may take them back if an invoice that has fallen due is not paid or in the event of deterioration of the buyer's credit, even if no insolvency proceedings have been initiated.
b) Insurance. The goods delivered by the Seller, in stock at the buyer's, shall be treated by him as being on deposit at his premises and shall be validly insured by him, and at his expense, against all risks which would be likely to affect the value of the goods. These risks shall be borne by the buyer as stated in Article V
c) Third party action. The buyer must immediately inform the Seller of any measures taken by third parties which could affect or jeopardise the reservation of title, such as seizures, pledges, etc. The same third parties must also be informed that the goods are the property of the Seller. These same third parties must also be informed that the goods are the property of the Seller
d) Identification of goods. In the event that identification of the goods proves impossible, any goods of the same specification which are not themselves identified shall be deemed to be the Seller's goods to the extent of the Seller's claim.
e) Resale and processing. *The resale and processing of the goods is prohibited in the event of a settlement or collective procedure or any comparable procedure in the buyer's country, unless the Seller has given its express consent and immediate payment is made. * Processing of the goods does not transfer ownership of the goods to the buyer. Where other products have been used in the processing of the goods delivered by the Seller, the new product shall become the joint property of each of the Sellers. The Seller's share in this co-ownership shall be up to the value of the goods which are the subject of the retention of title clause.
* In case of resale of the sold goods or part of them, the corresponding sums will remain pledged to the Seller (article 2355 of the Civil Code). The Seller shall have a direct claim on the sale price of the goods in the hands of the sub-purchaser or any agent of the original purchaser, who shall be released in the hands of the Seller from any sums that they may still owe to the original purchaser * In the event of the resale of the goods to a sub-purchaser by the purchaser and while the latter is the subject of a court-ordered reorganisation judgment:
- any payment made by the sub-purchaser after the date of the judgment of receivership and collected by the debtor or the administrator, must be remitted to the Seller;
- any outstanding payment by the sub-purchaser to the buyer must be paid to the Seller.
* If the Seller takes back the goods after processing by the buyer and sells them to a third party, he shall receive the price of this sale up to the value of the goods, interest from the due date of the invoice, and costs; the surplus, if any, shall be paid by the Seller to the buyer.
* In the event that the retention of title clause is declared extinct as a result of the resale of the processed goods, the buyer shall assign to the Seller, as security, the claims arising from the resale of the goods, up to the value of the goods, which are subject to the retention of title. The buyer shall notify this assignment of claims to his own buyer as soon as the Seller requests him to do so.
f) Damages. This clause does not preclude any action by the Seller for rescission of the sale and/or damages to compensate for loss of profit or loss suffered. The present clause shall only be limited in its effects by the application of the laws of public order concerning collective proceedings.
IX. Claims - Limitation of liability
The Seller shall not be held liable if the buyer does not strictly comply with the provisions of article I.2 above.The tolerances of the European Community (CEPAC) and listed in the price list are applicable. Without prejudice to the provisions of Article VII above, and under penalty of inadmissibility, the buyer shall notify the Seller in writing:
- before use of the goods and at the latest within 24 hours of delivery in the event of obvious non-conformity of the quantity of goods received with the order;
- before use and at the latest within 10 days of delivery, if the goods are visibly defective or if the quality is clearly not in accordance with the order, i.e. if the defect or irregularity can be revealed by a basic check or a cursory examination;
- during testing or normal machine operation, and at the latest within four months of delivery in the case of a hidden defect, i.e. if the defect or irregularity can only be revealed during a thorough examination, testing or normal machine operation.
Complaints shall only be admissible if the proportion of goods used does not exceed 10% of the quantity delivered. The use of more than 10% of the goods constitutes absolute acceptance of the goods by the buyer. If the buyer notices any defects in the course of the work, the work shall be stopped immediately and not more than 10% of the goods shall be consumed. The buyer shall inform the Seller in writing of the situation. The Seller shall be given the opportunity to analyse the work to be carried out, the behaviour of the goods and their conditions of use on site. The work may only be continued after formal agreement between the Seller, the buyer and possibly the user of the goods. If a complaint is recognised as justified by the Seller, the Seller shall take back the defective goods at its own expense and the buyer shall return them to the Seller in good condition, in the original or similar packaging. The Seller shall replace the goods as soon as possible, taking into account its stock and supply possibilities.
If replacement is not possible, the purchaser shall be entitled to compensation if, after use, the goods do not comply with the characteristics agreed in the order acceptance or on the delivery note. The discovery of a defect in a part of the goods shall not constitute grounds for a total refusal and/or release the buyer from paying the entire delivery and all sums owed by him in due time. In any event, any compensation owed by the Seller shall be limited to the value of the goods recognised as not conforming. In addition, and in accordance with French common law (droit commun), a claim by the buyer on all or part of the goods for any reason whatsoever, if the validity of this claim is not explicitly recognised in writing by the Seller, does not authorise the buyer at any time to take legal action against himself and to withhold payment of all invoices from the Seller, whether or not they concern the dispute.
X. Information and advice
The description of the goods in the Seller's catalogues and price lists is given as an indication. In the event that certain characteristics of the product are considered essential, it shall be up to the buyer to have them specified and guaranteed in writing. The Seller may only inform or advise the buyer if the latter spontaneously and completely enables him to do so. In the event of silence on the part of the purchaser at the time of the order or during the processing of the goods, the purchaser, who is deemed to be a professional, shall be deemed to be sufficiently informed of the characteristics of the goods that he has ordered and processed.
XI. Litigation - Jurisdiction
In the absence of amicable settlement between the parties, and even in the event of summary proceedings, warranty claims or multiple defendants, any dispute or contestation shall be settled by the Commercial Court of Paris (France), unless expressly agreed otherwise. However, the Seller shall have the option, if he so wishes, to bring the matter before the courts of the buyer's domicile. The applicable law is French law, unless the Seller opts for the law of the buyer's country, in particular with regard to the retention of title clause and/or the action for recovery.
Specific tariff conditions
1 . Goods take-back package (Article III)
Any return of goods of less than 100 kg, accepted by the Seller, originating from an error attributable to the buyer, will result in the invoicing of a minimum flat rate of 50 euros excluding VAT. Any return of goods exceeding 100 kg, accepted by the Seller, due to an error attributable to the buyer, will be invoiced at 50 euros plus VAT plus 0.20 € plus VAT / kg from the 101st kg. These sums are intended to cover the costs of transport, verification, repackaging and restocking of the returned goods.
2. Small Orders Package (Article IV)
A surcharge of €38 excluding VAT will be applied by the Seller if the total amount of orders placed is less than €200 excluding VAT.
3. Cash on delivery (Article VII)
Any payment made directly to the carrier on a cash on delivery basis will be subject to a surcharge of 30 euros excluding VAT
Specific conditions for export form France
Where the goods are supplied for export from France, the following provisions shall apply (subject to any special terms agreed in writing between the Parties) in addition to the present general conditions of sales:
(a) The goods will be delivered Ex-Works at our premises, based on the most recent Incoterms® edition except otherwise agreed;
(b) Payment of all amounts due to the Seller must either be made in advance of dispatch or by irrevocable letter of credit opened by the Buyer in our favour and confirmed by a bank acceptable to us, except otherwise agreed expressly in writing.
(c) The Buyer is responsible for ensuring that the goods comply with the laws and regulations of the country to which it will import the goods and for obtaining the necessary export/import licenses in that respect. The Buyer will not hold the Seller liable for any failure to comply with those laws and regulations or to obtain the necessary licences.
In case of a cost deviation of +3% occurring in relation to any market event beyond reasonable control of the Parties and excessing the costs of the goods as calculated by the Seller for a Production/manufacturing order, Antalis shall give a Buyer notice thereof and the Buyer shall have the option (to be exercised in writing within seven days of receipt of the notice) of paying such excess in addition to the price payable under the applicable order or of cancelling any undelivered portion of the said order.
Orders are accepted subject to the incorporation therein of these general conditions of sales, and any special conditions of sale expressly agreed in writing, which shall override and exclude any terms and conditions proposed by a Buyer, except insofar as acceptance of the same has been communicated by the Seller to the Buyer in writing. No order placed by the Buyer shall be deemed to be accepted by the Seller until Seller issues a written confirmation of order or (if earlier) the Seller delivers the goods to the Buyer.
Terms and conditions proposed by a Buyer cannot be accepted by The Seller’s staff without express written authorisation granted by a legal representative; it is the Buyer’s responsibility to ensure that such authorisation has been given.
All information, drawings, specifications, documents, design material and all other data, which the Seller provides to the Buyer, is deemed proprietary and confidential to the Seller. The Buyer agrees that it will not disclose this information to third parties, whether directly or indirectly, without the Seller’s prior written expressed consent.
In cases where the goods are used as an intermediate in secondary processes, the Seller’s responsibility extends to supplying goods that conforms to the Seller’s specification, which may also include any specific changes to this specification that has been expressly agreed in advance and in writing by the Seller with the Buyer (e.g. specific colour). However, the Seller will not be responsible for the performance of the goods after processing by the Buyer. The Seller therefore strongly recommend that the Buyer fully evaluates the goods including subsequent final end-use applications to satisfy themselves that the goods when used as a component in the final product conforms to the Buyer's own product specification.
Any claim of whatsoever nature by a Buyer shall be notified to the Seller in writing before goods are converted, processed or dealt with.
