Conditions Générales de Vente

v.19.5.23

1. Purpose and scope

These general terms and conditions of sale (hereinafter “T&Cs of Sale”) stipulate the rights and obligations of Deremaux, a French limited liability company, located at 8 Bd Victor Hugo, 76390 Aumale (France), registered on Dieppe Trade and Companies Register under number 313 897 704 (hereinafter “Deremaux”) and its customers (hereinafter the “Buyer”) and are applicable to all contracts between the parties relating to the sale of Deremaux’s goods and/or services, without prejudice to special terms and conditions, riders or amendments made to these T&Cs of Sale pursuant to express consent by the parties in writing in the scope of a specific order.

Placing an order shall entail the Buyer’s full and unconditional acceptance of the T&Cs of Sale, to the exclusion of all other documents such as catalogues, product sheets and prospectuses issued by Deremaux, which are only for information purposes. No special terms and conditions may prevail over the T&Cs of Sale, unless formally accepted in writing by Deremaux.
These T&Cs of Sale shall prevail over all conflicting provisions stipulated in the general terms and conditions of purchase. Any conflicting term or condition laid down by the Buyer shall consequently not be binding on Deremaux, unless expressly accepted, irrespective of when it was brought to its attention.

The Buyer accepts that Deremaux sends its T&Cs of Sale by email.

Any failure by Deremaux to enforce any of these T&Cs of Sale at any time shall not be construed as constituting a subsequent waiver of the right to rely on any of said T&Cs of Sale.
No Buyer shall benefit from territorial exclusivity solely on the basis of these T&Cs of Sale.

2. Conclusion of sale

Any proposal or quote issued by Deremaux that is not the subject of a firm order within 30 days from the issue date shall be deemed null and void. This time limit may be unilaterally amended in line with market terms by Deremaux.

On taking delivery of the order placed by the Buyer, said order shall be irrevocable, unless otherwise accepted in writing by us.
Order shall only be deemed accepted after written confirmation in hard copy or electronic form by our Commercial Department in an order acknowledgement. Sales or proposals shall only become final further to this confirmation.

No complete or partial cancellation or change to the quantity or quality of the order confirmation may be accepted, unless expressly agreed in advance by Deremaux. In the event of acceptance by Deremaux, they may give rise to new time limits and/or price changes.

3. Pricing

Invoices are drawn up based on the prices and terms and conditions in force when the order is registered.

All prices are net prices in euros, excluding taxes and miscellaneous duties, which shall be exclusively payable by the Buyer, for which it fully accepts liability in relation to reporting and payment. Deremaux reserves the right to change its prices at any time.

As euros are the sole currency for invoicing and payment, any losses due to foreign exchange fluctuations that may occur in the scope of performance of contracts of sale shall be borne by the Buyer.

Depending on the Buyer’s geographic location, minimum invoice amounts shall be required:

● €500 (amount to be confirmed) excluding taxes and excluding shipping for any Buyer resident in the European Union or French overseas departments and regions, and

● €1,500 (amount to be confirmed) excluding taxes and excluding shipping for any Buyer resident outside the European Union.
The prices include taxes applicable on the signature date of the purchase order and any change in applicable tax rate shall automatically be passed on to the product price.

The prices depend on the Incoterm applicable to the Buyer on signature of the quote (see article on “Delivery – Taking delivery – Transfer of costs and risk”), which defines the allocation of logistics and administrative costs between the buyer and seller.
In the event where, due to any reason whatsoever, the Buyer requests delivery to a French address, French value added tax shall be charged on the invoice at the rate applicable on the invoice date.

4. Payment terms

For any Buyer outside mainland France, our invoices are payable in euros, in cash or at a future date in accordance with the payment terms, which are confirmed on acceptance of the quote, using the following methods:

• bank transfer,
• document against payment (CAD)
• irrevocable confirmed letter of credit, costs payable by the Buyer.

Down payments may be requested when the order is placed for some goods, and also during production for goods such as packaging lines.

Cash payment shall not create any right to a discount or interest.

5. Late payment

In the event of non-payment on the set due dates, Deremaux may suspend all orders in progress, without prejudice to any other available remedies and make a claim to retain any down payments received to cover any resale losses in accordance with the provisions of the article on “Reservation of title”.

Non-payment of an invoice on the set due date, except in the event of deferral requested and accepted by Deremaux, shall result in all outstanding amounts becoming immediately due and payable, plus late payment penalties calculated based on the ECB refinancing rate plus 10 percentage points, and a flat-rate fee for debt recovery costs of €40 per invoice.

Late payment penalties shall be due without any reminder being required. For any cross-border dispute relating to late payment in the European Union, a European payment order may be implemented.

In the event where the Buyer presents a deteriorated financial position, and in particular in the event of denied coverage or considerable downgrading by credit insurance companies or non-compliance with one payment instalment, and in the event of commencement of collective proceedings against the Buyer, Deremaux reserves the right to fulfil the Buyer’s orders subject to the latter providing an acceptable debt guarantee for Deremaux and/or shorter payment times. Deremaux may also suspend performance of its obligation in accordance with the provisions of Article 1220 of the French Civil Code.

6. Invoice disputes

All invoices must be paid on the due date, including in the event of a dispute relating to its wording or content, which shall be subject to adjustment, where applicable, at a future date. Failing which, it shall be considered to be unpaid and trigger the consequences of late payment as stipulated in Article 5 above.

7. Delivery – Taking delivery – Transfer of costs and risk

Deremaux undertakes to use its best efforts to deliver the quantities ordered to the Buyer and to promptly inform it regarding any delivery problem for any product.

In this respect, in the event of temporary or permanent unavailability of the goods ordered, in particular due to non-performance by a Deremaux supplier or subcontractor, Deremaux shall notify the Buyer thereof and shall specify the date on which the order shall be likely to be fulfilled, where applicable, and may also offer a comparable quality product to the Buyer.

Our deliveries are shipped by carrier, for which the shipping costs are charged based on the rates set by Deremaux according to the geographical area of delivery and volumetric weight of the shipment.

The amount of these costs shall be notified to the Buyer when the quote or proforma invoice is drawn up.
Deremaux is not obligated to deliver goods that are strictly identical to the characteristics of the goods, specifications, photographs or drawings featured in the sales materials. Deremaux reserves the right to make any changes it considers appropriate. The above characteristics are only compulsory if the contract expressly refers thereto.

In the event of damage in transit to the goods delivered or missing goods, the Buyer shall be responsible for filing all necessary reservations with the carrier, by recorded delivery post (signed for on delivery), within three (3) days after delivery to the Buyer.

The goods purchased by the Buyer shall be delivered in accordance with the terms and conditions stipulated in the quote/proforma invoice at the stated address. Deliveries shall be shipped in compliance with the following ICC Incoterms 2020: FCA, FOB, CFR, CIP/CIF or DAP to be agreed with the Buyer when the quote is drawn up.

The timing of the transfer of risk from the seller to the buyer shall depend on the Incoterm applied to the transaction.
Sale on departure means that the goods shall be shipped at the risk and cost of the buyer from handover to the carrier to be shipped (FCA, FOB, CFR, CIF and CIP).

Sale on arrival means the goods shall be shipped at the risk and cost of the seller until the end of the main shipment and post-routing (DAP).

8. Regulatory compliance

The Buyer undertakes to carry out its business operations in all circumstances in compliance with all laws and regulations applicable in its country of establishment.

When permissions or formalities, in particular relating to imports or trade controls, are required for imports to the country of destination or for payment of goods sold, the Buyer shall be fully responsible for obtaining such permissions or fulfilling such formalities in due time. The Buyer is nevertheless required to inform Deremaux thereof.

The Buyer acknowledges that some goods may be subject to export laws and regulations. The Buyer warrants that it shall not export, transmit or use the goods or information on a product subject to export laws and regulations in any way, except in full compliance with applicable laws and regulations. Deremaux shall not be held liable for delays and other consequences due to application of and changes to such laws and regulations.

In addition, the Buyer must comply with any request to obtain government permission or a licence, which is necessary for any sale or delivery of goods ordered. The Buyer shall also refrain from reselling, retransferring, exporting or assigning goods in any other way, except pursuant to government permission or a licence obtained in advance from the competent authorities. At Deremaux’s request, the Buyer must provide it with any non-transfer or end-user certificate or any similar document, duly completed and signed. Deremaux shall not under any circumstances be liable towards the Buyer in the event where a required permission or licence is delayed, refused, limited or not renewed. Any breach by the Buyer of any provisions of this article shall constitute an irreparable breach of a material obligation, which may lead to immediate termination of the relevant order.

9. Reservation of title

All goods and machines sold shall remain the property of Deremaux until full payment of the invoiced price. Payment shall mean effective cashing of the total price.
Up until this date and with effect from delivery, the Buyer shall assume liability for damage to or caused by the goods due to any reason whatsoever.

It shall also bear the insurance costs.

In the event of attachment, or any third-party intervention in relation to goods and machines, the Buyer must promptly inform Deremaux thereof in order to object thereto and reserve its rights. In addition, the Buyer shall refrain from pledging or assigning ownership of Deremaux goods and machines by way of a security.

In the event of total or partial non-payment of an order on the due date or in the event of court-ordered administration or liquidation of the Buyer, if permitted by law, Deremaux may demand, by recorded delivery post (signed for on delivery), the return of the goods at the Buyer’s cost and risk, without forfeiting any of its other rights.

Deremaux may unilaterally and immediately arrange for an inventory of unpaid goods and machines in the Buyer’s possession to be drawn up. The Buyer shall also bear the debt recovery costs in amicable or litigation proceedings, and any procedural costs. It shall be liable for a depreciation allowance set at 15% of the price of the goods and machines per month of possession from delivery to return. Moreover, it shall be liable for 1% of the amounts due, per day of lateness on return.

10. Non-compliance – Warranty against apparent defects and latent defects

10.1 Goods must be inspected by the Buyer on taking delivery and any claim, reservation or dispute relating to missing goods and apparent defects, must be made in accordance with the terms and conditions of the article on “Delivery – Taking delivery – Transfer of costs and risk.
In the event of an apparent defect or non-compliance, we shall replace defective parts, subject to inspection of the alleged defects by Deremaux.

Reporting defects existing on delivery, and detected after taking delivery of the goods, must be carried out by the Buyer in writing within three (3) days after the date on which it discovers the compliance defect.

Defects and damage to delivered goods further to non-compliant storage and/or conservation conditions at the Buyer’s premises, in particular in the event of an accident of any kind whatsoever, shall not create entitlement to the warranty provided by Deremaux.

10.2 In relation to the warranty against latest defects, Deremaux shall only be liable for replacement of the recognised defective parts of the goods and machines sold, without the Buyer being entitled to claim any compensation, due to any reason whatsoever. Indirect loss is expressly excluded.

Deremaux warrants its goods against latent defects, in accordance with the law, standard practices, case law and under the following terms and conditions. Our warranty only applies to goods and machines which have duly become the Buyer’s property. It only applies to goods distributed by us. The invoice or delivery form shall be authoritative. These documents must be provided when making any claim. The warranty is excluded in the event where our goods are used in conditions for use or performance, which are not stipulated and/or do not comply with our written recommendations.

As our customers are professionals, latent defect shall mean a production defect in the product making it unfit for use and which cannot be detected by the Buyer prior to use.

10.3 If the goods or machine can be repaired by replacing a part, the following process must be observed. Any shipment of a defective part must be subject to an agreement between Deremaux and the Buyer.

Within 30 (thirty) calendar days with effect from the date on which the defects are reported, and at Deremaux’s request, the Buyer shall return all defective parts in the goods or machine. Failing which, Deremaux shall be entitled to charge the price of spare parts to the Buyer, which undertakes to make payment within 30 (thirty) calendar days with effect from the invoice date. Any defective part returned to Deremaux shall consequently become the latter’s property.

Unless otherwise agreed in writing, Deremaux shall bear the shipping costs to the Buyer’s site, and the risk of loss or damage that may be sustained by the repaired or replacement parts during shipping. The Buyer shall bear the risk of loss or damage that may be sustained by the defective parts of the goods or machine during shipping to Deremaux’s site.

10.4 The term of the warranty is stipulated in the proposal or quote. Deremaux’s warranty only applies if the Buyer complies with its payment obligation and, in particular, the agreed payment terms. It is understood that any late payment shall not extend the term of the warranty or defer the commencement thereof.

10.5 The warranty does not cover defects resulting from:

– inadequate assembly or activation if not carried out by Deremaux,
– normal wear and tear of the goods or machine,
– insufficient supervision or maintenance,
– defective, excessive or exaggerated use of the goods or machine or use for a purpose for which the goods or machine was not sold,
– accidental operation or non-compliance with instructions relating to electrical power supply or functioning of the goods or machine,
– defective repair carried out by the Buyer or any third party,
– non-conformity of packaging articles handled in accordance with the specifications defined in advance regarding dimensional tolerance, etc.,
– in general, operating or environmental conditions (chemical, atmospheric, electrical, magnetic or other influence) that are inappropriate and/or not accepted in writing, including specific instructions relating to packaging articles (in particular: toxicity, radioactivity, corrosivity, flammability, very high or very low temperatures, etc.).

Moreover, the warranty is excluded whenever the Buyer has carried out any additions or changes to all or part of a machine or, in general, whenever the Buyer or any other third party has made changes to all or part of a machine or, conducted operations on a machine, without Deremaux’s prior written consent. The Buyer’s attention is particularly drawn to the consequences that such operations may have in terms of security.

In the event where any claim relating to this warranty proves to be unjustified, all expenses incurred shall be borne by the Buyer.

11. Intellectual property

The Buyer undertakes to refrain from disclosing any document and information to third parties that are provided thereto in the scope of the order. It also undertakes to refrain from using any such document and information for other operations and to observe the industrial property of the goods and machines sold.

The purchase of goods and machines supplied by Deremaux shall not grant any right of use of the industrial property rights attached thereto to the Buyer.

Any studies, plans and documents provided to the Buyer shall remain Deremaux’s property and are confidential. The Buyer may not use them except to operate the goods and machines supplied in the scope of the order.
In the event where the sale is not concluded, all studies, plans and documents provided to support Deremaux’s commercial proposal shall be returned to the latter on request.

12. Force majeure

Wars, strikes, riots, machinery breakdown, political and economic unrest, destruction, natural disasters, epidemics, provisions adopted by government authorities or any other public authority and any other events preventing or abnormally reducing our supplies and deliveries of our goods and/or machine lines or significantly changing the conditions, shall be considered force majeure events.

In such circumstances, Deremaux shall notify the Buyer in writing as soon as possible regarding the date of occurrence of the events. The contract between our company and the Buyer shall consequently be automatically suspended without compensation with effect from the date of occurrence of the event.

If the event lasts longer than three (3) months with effect from the occurrence date thereof, the contract of sale entered into by Deremaux and its customer may be terminated by the most diligent party. No party shall be entitled to claim any compensation.

13. Unforeseeability

As an exception to Article 1195 of the French Civil Code, in the event when an event occurs that compromises the equilibrium of the order to the extent of making the performance of Deremaux’s obligations detrimental thereto, the parties agree to negotiate an amendment to the order in good faith in order to remedy this. This covers the following events in particular: changes in prices of raw materials, changes in customs duties, changes in exchange rates, changes in standards, laws and/or regulations. In the absence of an agreement between the parties within 30 (thirty) calendar days with effect from the review request, or any other time limit agreed in writing by the parties, Deremaux shall have the right to terminate the relevant order(s) subject to sending notice by recorded delivery post (signed for on delivery) and observing at least 30 (thirty) calendar days’ notice, without such termination creating any entitlement to compensation for either party.

14. Choice of jurisdiction

Any dispute relating to application of these T&Cs of Sale, interpretation and performance thereof and contracts of sale entered into by Deremaux, or payment of the price, any dispute relating to the business relationship between the Buyer and Deremaux shall be referred to Dieppe Commercial Court in France, regardless of the place of the order, delivery, and payment and means of payment, and even in the event of proceedings against the guarantor or proceedings involving multiple defendants.
Any dispute by the Buyer relating to the commercial relationship with Deremaux (invoice, contract of sale, miscellaneous receivables, etc.) shall not be taken into account after expiry of 12 months with effect from the issue date of Deremaux’s invoice for the relevant goods, machines or services. After this time limit, no claim or dispute may be submitted and the Buyer’s legal action shall be time-barred.

15. Governing law

Any matter relating to these T&Cs of Sale and sales governed hereby, which is not covered by the contractual provisions, shall be governed by French law, to the exclusion of any other law, and on an additional basis, by the Vienna Convention of 1980 on the international sale of goods.
The T&Cs of Sale are drafted in French. In the event where they are translated into one or more languages, only the French version shall be authoritative in the event of a dispute.

16. Personal data protection

Deremaux and the Buyer undertake, in the scope of collection and processing of personal data, to comply with laws and regulations applicable to personal data processing and free flow of such data.

Deremaux, in the capacity as controller, implements personal data processing to manage its relationships with its customers, including the Buyer, and to perform its contracts of sale entered into with such customers. The legal basis of the processing is performance of the contractual or precontractual relationship between Deremaux and the Buyer and, where applicable, compliance with a legal obligation. Personal data processing may also be implemented for statistical purposes or direct marketing purposes on the legal basis of Deremaux’s legitimate interest.

The data collected (for example, last name, first name, email address and telephone number of the Buyer’s employees and contract workers) is essential for this processing and is intended for Deremaux’s relevant departments. It shall be stored throughout the whole term of the commercial relationship and for ten (10) years with effect from termination thereof.

Access to personal data is strictly limited to Deremaux’s employees who are authorised to process such personal data in view of their position and are subject to a strict confidentiality obligation.

The Buyer’s employees and contract workers have a right to access, correct and delete their personal data, right to withdraw their consent, right to restrict processing, right to object to data processing on legitimate grounds, right to data portability, and right to give instructions on what should happen to their personal data after their death by sending a letter by post to Deremaux’s registered office shown at the beginning of these T&Cs of Sale, attaching a copy of their identity paper. They also have a right to file a complaint with the French Data Protection Authority [CNIL].

The Buyer undertakes to inform its employees and contract workers, whose personal data may be transmitted to Deremaux, regarding the scope of this article so that they may exercise their rights.

Date:
Customer’s signature: Compulsory stamp: