Home GTC

GTC

GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS OF SALE STIPLASTICS, A SGH MEDICAL PHARMA COMPANY

APPLICABLE AS OF SEPTEMBER 15th, 2021

1 – PURPOSE

The purpose of these General Terms and Conditions of Sale is to govern the commercial relationship between the company STIPLASTICS, a French simplified Joint Stock company registered with the Grenoble Trade and Companies Register under number 333 321 818, whose registered office is at 62 chemin des Plantées – 38160 Saint- Marcellin – France (hereinafter “STIPLASTICS”) and any natural person or legal entity acting in a professional capacity, which has placed an order with it (hereinafter “the Customer”).

These General Terms and Conditions of Sale apply to all sales of products and services by STIPLASTICS, except if specifically agreed by the parties in writing, prior to the order being placed. As a result, the fact of the Customer placing an order automatically implies their unreserved acceptance of all clauses of these General Terms and Conditions of Sale.

They may be supplemented or amended by special conditions.

Any document issued by STIPLASTICS, including, in particular, catalogues, prospectuses, advertisements and notices, are for informational and indicative purposes only and have no contractual value.

Should one of the provisions in these General Terms and Conditions be declared null and void or deemed not to exist, all the other provisions will continue to apply.

These Terms and Conditions may be changed by STIPLASTICS without notice at any time, on the understanding that any new version will take effect as soon as it has been communicated to the Customer..

2 – ORDERS

“Order” means any order for STIPLASTICS products and services. Orders only become final once they have been confirmed by the purchase order being signed by the Customer’s legal representative or any person authorised for this purpose and accepted by STIPLASTICS.

Orders sent to STIPLASTICS cannot be cancelled by the Customer unless STIPLASTICS agrees to the cancellation in writing. In particular, any item produced after an authorization to print has been approved and signed by the Customer cannot be disputed.

Orders accepted by STIPLASTICS cannot be amended by the Customer once a period of three working days has expired. Any amendments prior to this must be accepted by STIPLASTICS. The Customer will be notified by STIPLASTICS of the costs and lead times for the amended order.

Should a Customer place an order with STIPLASTICS without having paid for one of its previous order(s), STIPLASTICS may refuse to honour or may suspend the order and the Customer will not be entitled to claim any compensation for any reason whatsoever.

Where the order placed by the Customer includes silkscreen printing, the Customer agrees to tolerate a loss of between 3 and 5% per print run.

3 – DELIVERY

3.1. DELIVERY LEAD TIMES

Lead times for product delivery and service provision are given for information only.

No penalty or compensation will be payable, and no order may be cancelled as a result of delivery delays.

3.2. TRANSPORT – TRANSFER OF RISKS

Prices are shown for packaged goods, ex-works.

Unless otherwise stated, the INCOTERM used for all modes of transport is Delivered At Place DAP) Incoterms of the International Chamber of Commerce, 2020 edition.

3.3 COMPLAINT LEAD TIMES

The products delivered shall be presumed to comply with the instructions given by the Customer. The Customer must check the products at the time of delivery.

Any product that has not been the subject of a complaint sent by registered letter with acknowledgement of receipt within 15 days of receipt will be deemed accepted by the Customer. STIPLASTICS can no longer be held liable once this deadline has passed.

4 – LIABILITY AND WARRANTY

4.1. SALES OF PRODUCTS

The warranty granted by STIPLASTICS in relation to product sales shall be limited to the provision of products as described in the order and current industry practices and without any hidden defects, caused by a defect in the materials, design or manufacturing, affecting the products delivered and rendering them unfit for use. The Customer acknowledges that they were aware of this clause prior to the date of placing the order.

This warranty shall be limited to the replacement or reimbursement of non-compliant or defective products. Non-compliance may be an error on the type of model or size of product.

No warranty will apply in the case of misuse, negligence or defective maintenance by the Customer, normal wear and tear of the Products or force majeure.

STIPLASTICS cannot under any circumstances be held liable for events that occur during transport, destruction, damage, loss, or theft, even if it has selected the transport provider.

4.2. SERVICES

STIPLASTICS has an obligation to use its best endeavors, not to achieve a specific result, in respect of service delivery.

STIPLASTICS undertakes to deliver its services in accordance with current industry standards, the terms and conditions of the order, and compliance with the applicable laws and regulations.

In the case of studies, the Customer will be responsible for the use and exploitation of their content once they have been submitted.

As a result, the Customer discharges STIPLASTICS of any responsibility with regard to the use and exploitation of the content of studies and undertakes to hold STIPLASTICS harmless from any action that might be taken against it in this respect.

Under no circumstances, or for any reason whatsoever, may STIPLASTICS be held responsible for any tangible or intangible harm the Customer may suffer, such as loss of production, loss of profits or loss of entitlement to a right, connected with the use and/or exploitation of the study by the Customer.

4.3. LIABILITY INSURANCE

STIPLASTICS has taken out a civil liability policy with an insurance company known to be solvent. We cannot be held liable for amounts in excess of the maximum amounts covered by our insurance policy. STIPLASTICS’ liability will be limited to said maximum amount in all circumstances.

4.4. JOINT CONTRACTOR

Should STIPLASTICS be acting as a joint contractor, its liability will be limited to its share of the contract in question.

The Customer will therefore take any action relating to the contractors’ liability in proportion to the share of the contract for which they are responsible.

5 – TOOLS

Producing a tool comprises both a research and development phase, and a production phase.

The price of tools invoiced to the Customer represents the cost of production only.

Once the corresponding invoice has been paid, tools produced under the Customer’s responsibility will become its property and will only be used by STIPLASTICS to fulfil the Customer’s orders, unless authorised by the Customer in writing.

The Customer formally undertakes not to claim said tools for a five- year period starting from their completion, unless it pays an indemnity in an amount no lower than one third of the invoice value of the tools concerned, as compensation for the costs incurred for their research and development.

In any event, tools cannot be returned until the Customer’s balance of account with STIPLASTICS has been settled, including invoices not yet due for payment, regardless of the payment dates originally indicated.

Should the production of a tool not be followed by an order for parts as originally intended, within six months of samples being presented, the indemnity referred to above will be payable immediately.

STIPLASTICS will be obliged to maintain tools in good working order. The costs of changes to tools or restoring them will be payable by the Customer. The latter will be responsible for taking out insurance for tools to cover any deterioration or destruction, it being stipulated that the Customer waives any right to take action against STIPLASTICS in this respect.

Tools shall be stored free of charge for three years from the fulfilment of the final order. After this period has expired, unless the Customer has requested that they be returned to it or storage extended, which can be granted in return for payment, STIPLASTICS will be entitled to destroy them without the need for any formal notice to remedy of any kind.

6 – MEDICAL DEVICES

If the products purchased by the Customer are classified as medical devices within the meaning of Regulation (EU) 2017/745 of the European Parliament and of the Council of 5 April 2017 on medical devices (hereinafter the “Regulation”), the Customer shall comply with the general obligations of distributors indicated in Article 14 of the Regulation and in particular, inform STIPLASTICS immediately of any non-conformities, complaints or reports about suspected incidents related to the devices supplied by STIPLASTICS and cooperate with STIPLASTICS when corrective measures are implemented. The Customer shall contribute to the traceability of devices in accordance with Article 25 of the aforementioned Regulation.

7 – PRICE – PAYMENT

7.10. PRICE

Unless special conditions have been agreed, prices are shown in euros and excluding tax. VAT will be added in accordance with the regulations in effect on the invoice date.

7.2. PAYMENT TERMS

Invoices are payable by bank transfer. Unless otherwise agreed by the Parties in writing in the sales proposal, the Customer undertakes to settle invoices within thirty (30) days end of month following the issue date of the invoice.

The Customer may not use any reason whatsoever to refuse to comply with the payment deadlines, in particular deadline overruns or events that could jeopardize STIPLASTICS’ warranty.

If applicable, the costs of studies and launches, tool manufacturing, purchase of supplies, equipment and down payments STIPLASTICS may be required to pay its own suppliers will be covered by a down payment by the Customer at the point of placing the order.

No discounts will be awarded in the case of early payment.

7.3. LATE AND NON-PAYMENT

In the case of late payment, late-payment penalties based on three times the statutory interest rate plus a penalty clause of 15% will be payable from the first day of delay. In addition, a fixed sum of €40 will be payable by the customer in respect of any late payment, for debt recovery costs.

Should the Customer sell the products on before paying the sums due to STIPLASTICS in full, the Customer shall assign its rights and actions against the subsequent purchaser to STIPLASTICS to receive any outstanding payment.

7.4. RETENTION OF TITLE

In accordance with Article L.621-122 of the French Commercial Code, STIPLASTICS shall retain ownership of the products sold until payment of the price and any ancillary elements has been made by the Customer in full, in accordance with the terms of Article 7, even in the case of payment lead times being granted. Any clause to the contrary, in particular if inserted in the Customer’s General Terms and Conditions of Purchase, shall be deemed not to exist.

It is expressly agreed that STIPLASTICS may exercise the rights it holds in respect of this retention of title clause, for any outstanding debts, over all the products in the Customer’s possession, on the assumption that these are the products that have not been paid for, and that STIPLASTICS may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to terminate any sales underway.

The Customer shall assume responsibility for the risks of loss and deterioration of the products, and for any damage they may cause, throughout the period of retention of title.

8 – INTELLECTUAL PROPERTY

The sale of products and/or sub-assemblies to the Customer does not imply any transfer of intellectual property rights to the corresponding design studies, which shall remain the property of STIPLASTICS. Under no circumstances may the Customer use the studies for itself or disclose them, without prior written agreement from STIPLASTICS. The Customer will hold STIPLASTICS harmless from the consequences of any actions that may be taken against it as a result of fulfilling an order for products and/or sub-assemblies defined by the Customer and covered either by copyright, a patent or a registered model or, in general terms, by any third-party proprietary claim.

9 – FORCE MAJEURE

In the case of an occurrence of force majeure as defined in Article 1218 of the French Civil Code, STIPLASTICS will notify the Customer in writing, notably by fax or e-mail, within seventy-two (72) hours of the events occurring; the contract binding STIPLASTICS and the Customer will then be automatically suspended without compensation, as from the date on which the event occurred.

Should the event last longer than sixty (60) days from the date on which it occurs, the contract of sale entered into between STIPLASTICS and the Customer may be terminated by the first party to take action, without either party being entitled to claim damages or compensation of any kind.

Said termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt, terminating said contract of sale.

10 – PROTECTION OF PERSONAL DATA

In accordance with Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, STIPLASTICS processes personal data for the purpose of selling and delivering the products and services defined in these General Terms and Conditions of Sale. The Buyer is informed as follows:

the identity and contact details of the controller and, if applicable, the controller’s representative: STIPLASTICS
the contact details of the Data Protection Officer: contact@sgh- com or 62 chemin des Plantées 38160 St Marcellin France
the legal basis for processing: contractual performance
the recipients or categories of recipient of personal data: the controller, its marketing department, IT security departments, sales, delivery and order department, subcontractors used for sales and delivery transactions and any authority legally authorized to access the personal data concerned
no transfer of data outside the EU is planned
data retention period: the statutory period of limitation for commercial transactions
the data subject has the right to ask the controller for access to their personal data, to correct or erase said data, to the limitation of processing in respect of the data subject, to object to processing and to data portability
the data subject has the right to make a complaint to a supervisory authority
the information requested when placing an order is required to produce an invoice (which is a statutory obligation) and deliver the goods ordered, without which the order cannot be placed. No automated decision-making or profiling is implemented as part of the ordering.

11 – MARKETING

Each Party shall grant the other a non-exclusive, non-transferable right to use the other party’s name and logo free of charge, for information purposes, for example on its website or company documentation.

12 – APPLICABLE LAW AND ASSIGNMENT OF JURISDICTION

Any issue relating to these General Terms and Conditions of Sale and the sales and provision of services they govern, which is not covered by these contractual stipulations, will be governed by French law only.

In the event of a dispute, and prior to any legal proceedings being instigated, the parties must come together in order to attempt to reach an amicable solution to the dispute, except in an emergency or if the dispute affects the public order.

Should the parties be unable to reach an amicable agreement, any dispute as to the application of these General Terms and Conditions of Sale, their interpretation or performance and the contracts of sale entered into by STIPLASTICS, or with regard to payment of the price, will be referred to the court of Paris, France, even in the case of third- party claims or multiple defendants.

With regard to exports, a final decision on any disputes relating to the performance of contracts shall be taken in accordance with the conciliation or arbitration regulations of the International Chamber of Commerce, by one or more arbitrators, appointed in accordance with said regulations, the arbitration process taking place at STIPLASTICS’ head office.

GENERAL TERMS AND CONDITIONS OF SALE ROVIPHARM, A SGH MEDICAL PHARMA COMPANY

APPLICABLE AS OF SEPTEMBER 15th, 2021

1 – PURPOSE

The purpose of these General Terms and Conditions of Sale is to govern the commercial relationship between the company ROVIPHARM, a French simplified Joint Stock company registered with the Bourg en Bresse French Trade and Companies Register under number 487 475 295, whose registered office is at ZA de Lucinges – 86 Plan d’eau – 01370 Val-Revermont – France (hereinafter “ROVIPHARM”) and any natural person or legal entity acting in a professional capacity, which has placed an order with it (hereinafter “the Customer”).

These General Terms and Conditions of Sale apply to all sales of products and services by ROVIPHARM, except if specifically agreed by the parties in writing, prior to the order being placed. As a result, the fact of the Customer placing an order automatically implies their unreserved acceptance of all clauses of these General Terms and Conditions of Sale.

They may be supplemented or amended by special conditions.

Any document issued by ROVIPHARM, including, in particular, catalogues, prospectuses, advertisements and notices, are for informational and indicative purposes only and have no contractual value.

Should one of the provisions in these General Terms and Conditions be declared null and void or deemed not to exist, all the other provisions will continue to apply.

These Terms and Conditions may be changed by ROVIPHARM without notice at any time, on the understanding that any new version will take effect as soon as it has been communicated to the Customer.

2 – ORDERS

“Order” means any order for ROVIPHARM products and services. Orders only become final once they have been confirmed by the purchase order being signed by the Customer’s legal representative or any person authorized for this purpose and accepted by ROVIPHARM.

Orders sent to ROVIPHARM cannot be cancelled by the Customer unless ROVIPHARM agrees to the cancellation in writing. In particular, any item produced after an authorization to print has been approved and signed by the Customer cannot be disputed.

Orders accepted by ROVIPHARM cannot be amended by the Customer once a period of three working days has expired. Any amendments prior to this must be accepted by ROVIPHARM. The Customer will be notified by ROVIPHARM of the costs and lead times for the amended order.

Should a Customer place an order with ROVIPHARM without having paid for one of its previous order(s), ROVIPHARM may refuse to honor or may suspend the order and the Customer will not be entitled to claim any compensation for any reason whatsoever.

Where the order placed by the Customer includes silkscreen printing, the Customer agrees to tolerate a loss of between 3 and 5% per print run.

3 – DELIVERY

3.1. DELIVERY LEAD TIMES

Lead times for product delivery and service provision are given for information only.

No penalty or compensation will be payable and no order may be cancelled as a result of delivery delays.

3.2. TRANSPORT – TRANSFER OF RISKS

Prices are shown for packaged goods, ex-works.

Unless otherwise stated, the INCOTERM used for all modes of transport is Delivered At Place (DAP) Incoterms of the International Chamber of Commerce, 2020 edition.

3.3 COMPLAINT LEAD TIMES

The products delivered shall be presumed to comply with the instructions given by the Customer. The Customer must check the products at the time of delivery.

Any product that has not been the subject of a complaint sent by registered letter with acknowledgement of receipt within 15 days of receipt will be deemed accepted by the Customer. ROVIPHARM can no longer be held liable once this deadline has passed.

4 – LIABILITY AND WARRANTY

4.1. SALES OF PRODUCTS

The warranty granted by ROVIPHARM in relation to product sales shall be limited to the provision of products as described in the order and current industry practices and without any hidden defects, caused by a defect in the materials, design or manufacturing, affecting the products delivered and rendering them unfit for use. The Customer acknowledges that they were aware of this clause prior to the date of placing the order.

This warranty shall be limited to the replacement or reimbursement of non-compliant or defective products. Non-compliance may be an error on the type of model or size of product.

No warranty will apply in the case of misuse, negligence or defective maintenance by the Customer, normal wear and tear of the Products or force majeure.

ROVIPHARM cannot under any circumstances be held liable for events that occur during transport, destruction, damage, loss or theft, even if it has selected the transport provider.

4.2. SERVICES

ROVIPHARM has an obligation to use its best endeavors, not to achieve a specific result, in respect of service delivery.

ROVIPHARM undertakes to deliver its services in accordance with current industry standards, the terms and conditions of the order, and compliance with the applicable laws and regulations.

In the case of studies, the Customer will be responsible for the use and exploitation of their content once they have been submitted.

As a result, the Customer discharges ROVIPHARM of any responsibility with regard to the use and exploitation of the content of studies and undertakes to hold ROVIPHARM harmless from any action that might be taken against it in this respect.

Under no circumstances, or for any reason whatsoever, may ROVIPHARM be held responsible for any tangible or intangible harm the Customer may suffer, such as loss of production, loss of profits or loss of entitlement to a right, connected with the use and/or exploitation of the study by the Customer.

4.3. LIABILITY INSURANCE

ROVIPHARM has taken out a civil liability policy with an insurance company known to be solvent. We cannot be held liable for amounts in excess of the maximum amounts covered by our insurance policy. ROVIPHARM’s liability will be limited to said maximum amount in all circumstances.

4.4. JOINT CONTRACTOR

Should ROVIPHARM be acting as a joint contractor, its liability will be limited to its share of the contract in question.

The Customer will therefore take any action relating to the contractors’ liability in proportion to the share of the contract for which they are responsible.

5 – TOOLS

Producing a tool comprises both a research and development phase, and a production phase.

The price of tools invoiced to the Customer represents the cost of production only.

Once the corresponding invoice has been paid, tools produced under the Customer’s responsibility will become its property and will only be used by ROVIPHARM to fulfil the Customer’s orders, unless authorized by the Customer in writing.

In any event, tools cannot be returned until the Customer’s balance of account with ROVIPHARM has been settled, including invoices not yet due for payment, regardless of the payment dates originally indicated.

ROVIPHARM will be obliged to maintain tools in good working order. The costs of changes to tools or restoring them will be payable by the Customer. The latter will be responsible for taking out insurance for tools to cover any deterioration or destruction, it being stipulated that the Customer waives any right to take action against ROVIPHARM in this respect.

Tools shall be stored free of charge for three years from the fulfilment of the final order. After this period has expired, unless the Customer has requested that they be returned to it or storage extended, which can be granted in return for payment, ROVIPHARM will be entitled to destroy them without the need for any formal notice to remedy of any kind.

6 – MEDICAL DEVICES

If the products purchased by the Customer are classified as medical devices within the meaning of Regulation (EU) 2017/745 of the European Parliament and of the Council of 5 April 2017 on medical devices (hereinafter the “Regulation”), the Customer shall comply with the general obligations of distributors indicated in Article 14 of the Regulation and in particular, inform ROVIPHARM immediately of any non-conformities, complaints or reports about suspected incidents related to the devices supplied by ROVIPHARM and cooperate with ROVIPHARM when corrective measures are implemented. The Customer shall contribute to the traceability of devices in accordance with Article 25 of the aforementioned Regulation.

7 – PRICE – PAYMENT

7.1. PRICE

Unless special conditions have been agreed, prices are shown in euros and excluding tax. VAT will be added in accordance with the regulations in effect on the invoice date.

7.2. PAYMENT TERMS

The Customer may not use any reason whatsoever to refuse to comply with the payment deadlines, in particular deadline overruns or events that could jeopardize ROVIPHARM’s warranty.

If applicable, the costs of studies and launches, tool manufacturing, purchase of supplies, equipment and down payments ROVIPHARM may be required to pay its own suppliers will be covered by a down payment by the Customer at the point of placing the order.

No discounts will be awarded in the case of early payment.

7.3. LATE AND NON-PAYMENT

Should the Customer sell the products on before paying the sums due to ROVIPHARM in full, the Customer shall assign its rights and actions against the subsequent purchaser to ROVIPHARM to receive any outstanding payment.

7.4 RETENTION OF TITLE

In accordance with Article L.621-122 of the French Commercial Code, ROVIPHARM shall retain ownership of the products sold until payment of the price and any ancillary elements has been made by the Customer in full, in accordance with the terms of Article 7, even in the case of payment lead times being granted. Any clause to the contrary, in particular if inserted in the Customer’s General Terms and Conditions of Purchase, shall be deemed not to exist.

It is expressly agreed that ROVIPHARM may exercise the rights it holds in respect of this retention of title clause, for any outstanding debts, over all the products in the Customer’s possession, on the assumption that these are the products that have not been paid for, and that ROVIPHARM may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to terminate any sales underway.

The Customer shall assume responsibility for the risks of loss and deterioration of the products, and for any damage they may cause, throughout the period of retention of title.

8 – INTELLECTUAL PROPERTY

The sale of products and/or sub-assemblies to the Customer does not imply any transfer of intellectual property rights to the corresponding design studies, which shall remain the property of ROVIPHARM. Under no circumstances may the Customer use the studies for itself or disclose them, without prior written agreement from ROVIPHARM. The Customer will hold ROVIPHARM harmless from the consequences of any actions that may be taken against it as a result of fulfilling an order for products and/or sub-assemblies defined by the Customer and covered either by copyright, a patent or a registered model or, in general terms, by any third-party proprietary claim.

9 – FORCE MAJEURE

In the case of an occurrence of force majeure as defined in Article 1218 of the French Civil Code, ROVIPHARM will notify the Customer in writing, notably by fax or e-mail, within seventy-two (72) hours of the events occurring; the contract binding ROVIPHARM and the Customer will then be automatically suspended without compensation, as from the date on which the event occurred.

Should the event last longer than sixty (60) days from the date on which it occurs, the contract of sale entered into between ROVIPHARM and the Customer may be terminated by the first party to take action, without either party being entitled to claim damages or compensation of any kind.

Said termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt, terminating said contract of sale.

10 – PROTECTION OF PERSONAL DATA

In accordance with Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, ROVIPHARM processes personal data for the purpose of selling and delivering the products and services defined in these General Terms and Conditions of Sale. The Buyer is informed as follows:

the identity and contact details of the controller and, if applicable, the controller’s representative: ROVIPHARM
the contact details of the Data Protection Officer: contact@sgh- com or 62 chemin des Plantées 38160 St Marcellin France
the legal basis for processing: contractual performance
the recipients or categories of recipient of personal data: the controller, its marketing department, IT security departments, sales, delivery and order department, subcontractors used for sales and delivery transactions and any authority legally authorized to access the personal data concerned
no transfer of data outside the EU is planned
data retention period: the statutory period of limitation for commercial transactions
the data subject has the right to ask the controller for access to their personal data, to correct or erase said data, to the limitation of processing in respect of the data subject, to object to processing and to data portability
the data subject has the right to make a complaint to a supervisory authority
the information requested when placing an order is required to produce an invoice (which is a statutory obligation) and deliver the goods ordered, without which the order cannot be placed. No automated decision-making or profiling is implemented as part of the ordering.

11 – MARKETING

12 – APPLICABLE LAW AND ASSIGNMENT OF JURISDICTION

Should the parties be unable to reach an amicable agreement, any dispute as to the application of these General Terms and Conditions of Sale, their interpretation or performance and the contracts of sale entered into by ROVIPHARM, or with regard to payment of the price, will be referred to the court with jurisdiction for the location of the ROVIPHARM head office, even in the case of third-party claims or multiple defendants.

GENERAL TERMS AND CONDITIONS OF SALE ESKISS PACKAGING, A SGH MEDICAL PHARMA COMPANY

APPLICABLE AS OF NOVEMBER 1st, 2022

1 – PURPOSE

The purpose of these General Terms and Conditions of Sale is to govern the commercial relationship between the company ESKISS PACKAGING, a French simplified Joint Stock company sole shareholder registered with the Cusset French Trade and Companies Register under number 334 489 143, whose registered office is Parc Naturopôle – 03800 Saint-Bonnet-de-Rochefort – France (hereinafter “ESKISS”) and any natural person or legal entity acting in a professional capacity, which has placed an order with it (hereinafter “the Customer”).

These General Terms and Conditions of Sale apply to all sales of products and services by ESKISS, except if specifically agreed by the parties in writing, prior to the order being placed. As a result, the fact of the Customer placing an order automatically implies their unreserved acceptance of all clauses of these General Terms and Conditions of Sale.

They may be supplemented or amended by special conditions.

Any document issued by ESKISS, including, in particular, catalogues, prospectuses, advertisements and notices, are for informational and indicative purposes only and have no contractual value.

Should one of the provisions in these General Terms and Conditions be declared null and void or deemed not to exist, all the other provisions will continue to apply.

These Terms and Conditions may be changed by ESKISS without notice at any time, on the understanding that any new version will take effect as soon as it has been communicated to the Customer.

2 – ORDERS

“Order” means any order for ESKISS products and services.

Orders only become final once they have been confirmed by the purchase order being signed by the Customer’s legal representative or any person authorized for this purpose and accepted by ESKISS. Orders sent to ESKISS cannot be cancelled by the Customer unless ESKISS agrees to the cancellation in writing. In particular, any item produced after an authorization to print has been approved and signed by the Customer cannot be disputed.

Orders accepted by ESKISS cannot be amended by the Customer once a period of three working days has expired. Any amendments prior to this must be accepted by ESKISS. The Customer will be notified by ESKISS of the costs and lead times for the amended order.

Should a Customer place an order with ESKISS without having paid for one of its previous order(s), ESKISS may refuse to honor or may suspend the order and the Customer will not be entitled to claim any compensation for any reason whatsoever. Where the order placed by the Customer includes silkscreen printing, the Customer agrees to tolerate a loss of between 3 and 5% per print run.

3 – DELIVERY

3.1. DELIVERY LEAD TIMES

Lead times for product delivery and service provision are given for information only.

No penalty or compensation will be payable and no order may be cancelled as a result of delivery delays.

3.2. TRANSPORT – TRANSFER OF RISKS

Prices are shown for packaged goods, ex-works.

Unless otherwise stated, the INCOTERM used for all modes of transport is Delivered At Place (DAP) Incoterms of the International Chamber of Commerce, 2020 edition.

3.3 COMPLAINT LEAD TIMES

The products delivered shall be presumed to comply with the instructions given by the Customer. The Customer must check the products at the time of delivery.

Any product that has not been the subject of a complaint sent by registered letter with acknowledgement of receipt within 15 days of receipt will be deemed accepted by the Customer. ESKISS can no longer be held liable once this deadline has passed.

4 – LIABILITY AND WARRANTY

4.1.SALES OF PRODUCTS

The warranty granted by ESKISS in relation to product sales shall be limited to the provision of products as described in the order and current industry practices and without any hidden defects, caused by a defect in the materials, design or manufacturing, affecting the products delivered and rendering them unfit for use. The Customer acknowledges that they were aware of this clause prior to the date of placing the order.

This warranty shall be limited to the replacement or reimbursement of non-compliant or defective products. Non-compliance may be an error on the type of model or size of product.

No warranty will apply in the case of misuse, negligence or defective maintenance by the Customer, normal wear and tear of the Products or force majeure.

ESKISS cannot under any circumstances be held liable for events that occur during transport, destruction, damage, loss or theft, even if it has selected the transport provider.

The products we sell and which are intended to come into contact with food supplies comply with European food packaging regulations. If, due to your use, any other regulations apply to these products, we ask you to inform us accordingly.

4.2. SERVICES

ESKISS has an obligation to use its best endeavors, not to achieve a specific result, in respect of service delivery.

ESKISS undertakes to deliver its services in accordance with current industry standards, the terms and conditions of the order, and compliance with the applicable laws and regulations.

In the case of studies, the Customer will be responsible for the use and exploitation of their content once they have been submitted.

As a result, the Customer discharges ESKISS of any responsibility with regard to the use and exploitation of the content of studies and undertakes to hold ESKISS harmless from any action that might be taken against it in this respect.

Under no circumstances, or for any reason whatsoever, may ESKISS be held responsible for any tangible or intangible harm the Customer may suffer, such as loss of production, loss of profits or loss of entitlement to a right, connected with the use and/or exploitation of the study by the Customer.

4.3. LIABILITY INSURANCE

ESKISS has taken out a civil liability policy with an insurance company known to be solvent. We cannot be held liable for amounts in excess of the maximum amounts covered by our insurance policy.

ESKISS’ liability will be limited to said maximum amount in all circumstances.

4.4. JOINT CONTRACTOR

Should ESKISS be acting as a joint contractor, its liability will be limited to its share of the contract in question.

The Customer will therefore take any action relating to the contractors’ liability in proportion to the share of the contract for which they are responsible.

5 – TOOLS

Producing a tool comprises both a research and development phase, and a production phase.

The price of tools invoiced to the Customer represents the cost of production only.

Once the corresponding invoice has been paid, tools produced under the Customer’s responsibility will become its property and will only be used by ESKISS to fulfil the Customer’s orders, unless authorized by the Customer in writing.

In any event, tools cannot be returned until the Customer’s balance of account with ESKISS has been settled, including invoices not yet due for payment, regardless of the payment dates originally indicated.

ESKISS will be obliged to maintain tools in good working order. The costs of changes to tools or restoring them will be payable by the Customer. The latter will be responsible for taking out insurance for tools to cover any deterioration or destruction, it being stipulated that the Customer waives any right to take action against ESKISS in this respect.

Tools shall be stored free of charge for three years from the fulfilment of the final order. After this period has expired, unless the Customer has requested that they be returned to it or storage extended, which can be granted in return for payment, ESKISS will be entitled to destroy them without the need for any formal notice to remedy of any kind.

6 – PRICE – PAYMENT

6.1. PRICE

Unless special conditions have been agreed, prices are shown in euros and excluding tax. VAT will be added in accordance with the regulations in effect on the invoice date.

6.2. PAYMENT TERMS

The Customer may not use any reason whatsoever to refuse to comply with the payment deadlines, in particular deadline overruns or events that could jeopardize ESKISS’ warranty.

If applicable, the costs of studies and launches, tool manufacturing, purchase of supplies, equipment and down payments ESKISS may be required to pay its own suppliers will be covered by a down payment by the Customer at the point of placing the order.

No discounts will be awarded in the case of early payment.

6.3. LATE AND NON-PAYMENT

Should the Customer sell the products on before paying the sums due to ESKISS in full, the Customer shall assign its rights and actions against the subsequent purchaser to ESKISS to receive any outstanding payment.

6.4. RETENTION OF TITLE

In accordance with Article L.621-122 of the French Commercial Code, ESKISS shall retain ownership of the products sold until payment of the price and any ancillary elements has been made by the Customer in full, in accordance with the terms of Article 7, even in the case of payment lead times being granted. Any clause to the contrary, in particular if inserted in the Customer’s General Terms and Conditions of Purchase, shall be deemed not to exist.

It is expressly agreed that ESKISS may exercise the rights it holds in respect of this retention of title clause, for any outstanding debts, over all the products in the Customer’s possession, on the assumption that these are the products that have not been paid for, and that ESKISS may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to terminate any sales underway.

The Customer shall assume responsibility for the risks of loss and deterioration of the products, and for any damage they may cause, throughout the period of retention of title.

7- INTELLECTUAL PROPERTY

The sale of products and/or sub-assemblies to the Customer does not imply any transfer of intellectual property rights to the corresponding design studies, plans or prototypes which shall remain the property of ESKISS. Under no circumstances may the Customer use the studies for itself or disclose them, without prior written agreement from ESKISS.

The Customer will hold ESKISS harmless from the consequences of any actions that may be taken against it as a result of fulfilling an order for products and/or sub-assemblies defined by the Customer and covered either by copyright, a patent or a registered model or, in general terms, by any third-party proprietary claim.

8 – FORCE MAJEURE

In the case of an occurrence of force majeure as defined in Article 1218 of the French Civil Code, ESKISS will notify the Customer in writing, notably by fax or e-mail, within seventy-two (72) hours of the events occurring; the contract binding ESKISS and the Customer will then be automatically suspended without compensation, as from the date on which the event occurred.

Should the event last longer than sixty (60) days from the date on which it occurs, the contract of sale entered into between ESKISS and the Customer may be terminated by the first party to take action, without either party being entitled to claim damages or compensation of any kind.

Said termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt, terminating said contract of sale.

9 – PROTECTION OF PERSONAL DATA

In accordance with Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, ESKISS processes personal data for the purpose of selling and delivering the products and services defined in these General Terms and Conditions of Sale.

The Buyer is informed as follows:

the identity and contact details of the controller and, if applicable, the controller’s representative: ESKISS
the contact details of the Data Protection Officer: contact@sgh- com or 62 chemin des Plantées 38160 St Marcellin France
the legal basis for processing: contractual performance
the recipients or categories of recipient of personal data: the controller, its marketing department, IT security departments, sales, delivery and order department, subcontractors used for sales and delivery transactions and any authority legally authorized to access the personal data concerned
no transfer of data outside the EU is planned
data retention period: the statutory period of limitation for commercial transactions
the data subject has the right to ask the controller for access to their personal data, to correct or erase said data, to the limitation of processing in respect of the data subject, to object to processing and to data portability
the data subject has the right to make a complaint to a supervisory authority
the information requested when placing an order is required to produce an invoice (which is a statutory obligation) and deliver the goods ordered, without which the order cannot be placed. No automated decision-making or profiling is implemented as part of the ordering.

10- MARKETING

11 – APPLICABLE LAW AND ASSIGNMENT OF JURISDICTION

Should the parties be unable to reach an amicable agreement, any dispute as to the application of these General Terms and Conditions of Sale, their interpretation or performance and the contracts of sale entered into by ESKISS, or with regard to payment of the price, will be referred to the court with jurisdiction for the location of the ESKISS head office, even in the case of third-party claims or multiple defendants.