1. Scope
These terms and conditions of sale and all previous versions are available on the website of the seller at: http://www.e3cortex.fr/es/ The provisions of these terms and conditions of sale are considered to be agreed upon as is by the buyer when its order is completed. The French text prevails over any translation thereof.
2. Orders
2.1. An order is considered a promise to purchase. Written confirmation of the order by the seller is requested to conclude a sale. The seller may request specific guarantees to cover any financial risk, e.g. insolvency, of the buyer, such as the request of an advance payment, down payment, bank guarantees, protests and pledges
2.2. Any modification or cancellation of the order will be considered if, and only if, it was received by the seller, at most, 48 hours before the start of the manufacturing of the ordered products. The modification of an order shall be considered as accepted after mutual and written agreement between the parties on: (i) the price; (ii) any additional production time; (iii) the compliance with the initial purpose of the order; and (iv) the state of progress of the production of the initially ordered products. If the modification of the order is not accepted, all paid amounts will not be returned.
3. Delivery
3.1. Terms: Unless otherwise specified in the order, the delivery is completed as soon as the products are made available on the seller’s premises in accordance with the EXW Incoterms® 2020. If the removal of the products is of the responsibility of the buyer, when removal does not take place, the seller may take any measure necessary to store the products at the buyer’s expense or arrange for delivery, upon written notice to withdraw the products.
3.2. Times:The estimated delivery times are not binding, unless a specific date and its binding nature has been agreed upon in writing by the supplier and buyer.
3.3. Risks: The products are delivered at the buyer’s risk, except when agreed otherwise in writing. In case of damage or missing products, the buyer shall make detailed reservations on the carrier’s delivery notes and notify the carrier by registered letter within 3 days of the receipt of the products pursuant to article L.133-
3 of the French commercial code, otherwise the products will be considered as accepted as is by the buyer. The buyer must take an insurance for all products and the insurance policies shall stipulate the seller’s ownership of the products.
4. Price and payment
4.1. Price: Because our products are tailor-made to each order, all our prices and price discounts, are stipulated on the price quote valid for 1 month. Prices are reviewed every 6 months. Any tax, duty or other service to be paid in accordance with French or foreign regulation are to be borne by the buyer.
4.2. Payment terms: Unless otherwise agreed upon in writing, invoices are to be paid immediately upon receipt of the products, by bank transfer (IBAN number: FR76 1870 6000 0017 9639 2300 033; SWIFT code: AGRIFRPP887; bank name: CREDIT AGRICOLE BRIE PICARDIE; addressed to E3 Cortex) without discount. In case of a discount, this will be deducted from the sales revenue of the seller. Reimbursed taxes of the Buyer must be deducted with the tax related to the discount.
4.3. Late payment: In the event of full or partial late payment on the delivery date of the products, the buyer must pay the seller a late payment penalty equal to the legal interest rate applied by the Central European Bank to its most recent refinancing operation plus 10 percent (article L.441-10 of the French commercial code). The interest rate is the one applicable on the delivery date of the products. This late payment penalty is calculated on the basis of the remaining amount due, including taxes, and runs from the due date of the price without any prior notice being required. In addition to the late payment penalties, for any sum not paid on its due date, including the advance payments, a lump sum of 40 euros shall be due to compensate collection costs. The late payment penalties shall be payable upon the receipt of a notice stipulating the exact amount due. In the event of late payment, the sale may be terminated 48 hours after unfruitful notice, upon the seller’s request, without waiving any right to compensation. When payments take place in instalments, the late payment for one instalment shall make all other debts immediately due. The seller may also suspend all pending orders without prejudice to any other course of action.
5. Title retention clause & debt subrogation
5.1. Title retention: Pursuant to Article 2367 of the French civil code, the seller retains ownership of the purchased products until the full payment of the price and any related costs are cleared. As such, if the purchaser is undergoing liquidation or bankruptcy procedures, the seller shall claim its property rights on the purchased objects, specifically in the context of collective insolvency proceedings. In the event of late payment, whether partial or full, the seller may request the return of unpaid products, including products which were to be paid at a future date..
5.2. Debt subrogation: The buyer is allowed to sell the delivered products as part of its regular business and it shall constitute a debt subrogation, according to which the debt against the seller will be transferred from the buyer to the subsequent purchaser. The buyer is allowed to collect the debts owed to him, even after the debt subrogation took place, without denying the debt collection right of the supplier against the subsequent purchaser. The seller shall not collect any debts when the buyer fulfils its payment obligations. When the products are sold as part of a bundle including products on which the seller has no property right, the debt of the buyer against the subsequent purchaser shall be considered as transferred to the seller for the initial value of the products as per agreement between the seller and the buyer.
6. Responsibility
6.1. The seller takes the greatest care in production, packaging and delivery of the ordered products. However, in the event of late delivery, poor workmanship or defects duly acknowledged by the seller, and with the exception of compensation for bodily injury and the consequences of gross negligence on the part of the seller, the latter's obligation will be limited to the provision of missing products and the repair of direct damage only up to the limit of 50% of the price of the said defective products. In any event, the seller cannot be held liable for compensation for indirect and immaterial damage such as, in particular, production, operating and profit losses, commercial damage and penalties. The claim made by the buyer does not suspend the payment obligation for the products.
6.2. Unless otherwise agreed upon in writing, no warranty for counterfeit is given on the seller’s products.
6.3. The seller declines all responsibility, specifically with regards to the content and truthfulness of the information printed at the buyer’s request on the seller’s products.
7. Garanties
Concernant les garanties applicables aux produits, le vendeur applique les Conditions contractuelles résultant des définitions, de l’exécution et des garanties applicables aux emballages industriels revêtus de la marque « S.E.I. » du SEILA que l’acheteur pourra consulter sur la page d’accueil du site www.seila.fr aux rubriques « LE SYNDICAT » puis « STATUTS ET REGLEMENTS ». De plus, en cas de sinistre, en outre des montants maximums de garanties prévus dans les Conditions contractuelles du SEILA, la responsabilité du vendeur ne saurait être engagée au-delà des montants contractuellement définis avec ses compagnies d’assurances. Ceux-ci seront communiqués par le vendeur sur simple demande. Le conditionnement de produits dangereux sera réalisé par le vendeur, sur la base des Fiches de Données de Sécurité à jour fournies par l’acheteur.
Le conditionnement de produits dangereux par l’acheteur sera réalisé dans le respect des modes d’emploi des emballages ONU fournis par le vendeur et leur utilisation sera conforme à leurs certificats d’homologation, disponibles sur simple demande.
Le vendeur sera exonéré de toute responsabilité en cas de manipulation de ses emballages ONU par un personnel non formé par un organisme habilité.
7. Technical clauses
The seller may improve and modify the products and its technical characteristics, without affecting the performance of the products, especially when legislation and regulations requires it (e.g. regulations aiming at increasing sustainability in the packaging production process).
8. Confidential information and intellectual property
8.1 Confidential information. The buyer commits to keep confidential all confidential information such as studies, know-how, manufacturing processes and tests which belong to the seller and which are necessary for the manufacturing of the products. This obligation is maintained after the delivery of the products.
8.2 Intellectual property. The intellectual property rights cover designs as well as all basic plans, calculations, drawings and all documents and information in relation to the manufacturing of products. The buyer shall not (i) use the intellectual property for his own account, for marketing, copying, or (ii) have all or part of the products covered by the intellectual property rights copied, in any form whatsoever. The documents, including the instructions for use of the products or technical specifications distributed with the products, are also covered by the intellectual property right. Likewise all derivative products, modifications, updates and improvements of products made by the seller are also covered by the intellectual property rights and belong solely to the seller. The seller is also the owner of the trademarks which it uses to market its products.
9. Frustration of purpose
9.1. These terms and conditions of sale exclude the statutory regime of frustration of purpose (imprévision) provided for in article 1195 of the French civil code for all orders from the seller to the buyer. Therefore, the parties waive their right to renegotiate these terms and conditions of sale if the performance of those obligations have become excessively difficult, and thereby, committing to the obligations provided for in these terms and conditions of sale even if the balance between the parties was negatively affected due to circumstances unpredictable at the time of this sale.
10. Applicable law and jurisdiction
10.1. This Agreement shall be governed by French law, and the application of the 1980 Vienna Convention is excluded. The tribunals of Meaux shall hear any dispute arising from this sale.