General Sales Conditions
GENERAL TERMS AND CONDITIONS OF SALE
Applicable as of [01/04/2026]
These General Terms and Conditions of Sale (hereinafter referred to as the "GTC") apply, unless a specific agreement has been expressly and in writing accepted between the Parties, to the sales of mechanical fastening systems (hereinafter the "Products"), including the provision of associated services, made both in France and for export, by the company EDARD, a simplified joint-stock company with a share capital of €720,000, registered in the Paris Trade and Companies Register under number 572 199 180, with its registered office at 5 rue Blanche 75009 Paris (hereinafter referred to as the "Seller"), to any professional buyer (hereinafter referred to as the "Customer") (collectively referred to as the "Parties" or individually a "Party").
The Customer declares (i) that the sale covered by these GTC falls within the scope of their main and habitual professional activity, (ii) that they are informed and possess a sufficient level of knowledge to determine, where applicable, the elements of the specifications and assess the conformity of the Products to their requests, and (iii) acknowledges that they cannot, under any circumstances, benefit from the provisions of the Consumer Code.
Any amendment or modification to these GTC must expressly be made in writing, duly signed by the Parties, it being understood that modifications may only apply to transactions concluded after such writing.
By the mere act of placing an order, the Customer acknowledges having read the general terms and conditions of sale and having accepted them in their entirety, without condition or reservation. They prevail over all contrary conditions stipulated by the Customer, including in particular the general purchasing conditions or any other document from the Customer or a third party.
1. OFFERS AND ORDERS
a) Offer and Order
Any Customer wishing to place an order for Products shall contact the Seller in writing, specifying the nature and quantity of the Products desired, the intended delivery terms, any customisation options they wish to incorporate into the specifications, and any other relevant details.
Orders only become firm and binding and only commit the Seller after written confirmation of the Customer's order by the Seller. No tacit acceptance of the Customer's order shall occur. The Seller is only bound by the commitments expressly stated in the order confirmation.
These GTC and the content of the order confirmation sent by the Seller to the Customer based on their requests (including, where applicable, the specifications agreed upon by mutual consent) form the contract (hereinafter the "Contract").
In the event of a contradiction between the GTC and the order confirmation sent by the Seller, any derogating conditions accepted by both Parties and set out in the order confirmation shall prevail.
b) Products
The essential characteristics of the Products will be communicated to the Customer by the Seller prior to the conclusion of the Contract, which the Customer expressly acknowledges.
The Seller also offers, at the Customer's request, custom-made Products adapted to the Customer's specifications and needs, manufactured on the basis of specifications established jointly by the Customer and the Seller and validated by the Customer.
It is understood that prices, descriptions, and information appearing on any catalogues, brochures, website, price lists, or any advertising material issued by the Seller are not binding on the Seller and do not constitute an offer to contract on that basis. They are provided for information purposes only, with the Seller reserving the right to make any modifications deemed necessary when formalising an offer.
2. MODIFICATION AND CANCELLATION OF ORDERS
a) Modification
The Customer may modify their order within a maximum period of 3 business days from the order confirmation issued by the Seller, by an express and written request addressed to the Seller.
The same applies to any modification during the manufacturing of the Products, which must be notified to the Seller with a minimum notice of 3 business days. No complaint made after this deadline can be taken into account, and the Seller also reserves the right to refuse a modification during manufacturing.
In the event that changes requested by the Customer result in an increase or decrease in the cost of the Products and/or the timeframes for executing the order, a new commercial proposal may be sent by the Seller and submitted for the Customer's acceptance. Such price adjustments may include all costs related to the requested modification.
Any modification accepted in writing by the Seller shall be considered as an amendment to the relevant order and shall be binding on the Customer. In the event of the Seller refusing a modification, the original order shall remain in force and may not be subject to any modification.
b) Cancellation
No order cancellation can be taken into consideration unless it has been notified in writing with a minimum notice of 3 days and accepted by the Seller as to its principle and the consequences arising from the cancellation (treatment of deposits, damages and interest).
In the event of cancellation or suspension of an order requiring tooling for which costs have already been incurred by the Seller, a statement of the study and production costs incurred shall be drawn up. The amount will be invoiced to the Customer.
Any suspension of the manufacturing of Products must be requested in writing to the Seller with a minimum notice of 10 business days and may not exceed a period of 3 months, after which the Seller reserves the right to terminate the Contract. The suspension request must be expressly accepted by the Seller. Any request to resume manufacturing of the order must also be sent to the Seller in writing with a minimum notice of 20 business days. The Parties shall negotiate in good faith the manufacturing and delivery schedules for the order in light of the Seller's workload and any constraints that may have arisen during the suspension period.
In the event of late cancellation or suspension of a parts order for which manufacturing has already begun, all completed or in-progress parts shall be delivered and invoiced to the Customer, and all costs incurred by the Seller and already committed for the fulfilment of the order shall be recharged to the Customer.
3. CONDITIONS OF EXECUTION
a) Manufactured Quantities
In the case of custom-made Products specially manufactured for the Customer, the Customer undertakes to take delivery of the agreed quantities as well as any quantity of Products in excess of the quantity actually ordered, provided that the surplus does not exceed:
- 5% for orders of 20,000 units or more;
- 10% for orders of fewer than 20,000 units;
- 20% for orders of fewer than 5,000 units.
Conversely, Customers undertake to accept quantities lower than the actual quantity ordered, provided that the shortfall does not exceed the above-mentioned percentages.
Any variation in the quantity of units compared to the initial order that falls within the limitations described in this article shall not give rise to any compensation for the Customer or any modification of the price agreed between the Parties in the offer.
b) Samples
The shades and colours as well as the gloss, surface condition, or cleanliness of the threads used in the manufacture of any samples presented to the Customer do not have contractual value and may vary slightly from the final characteristics of the Products. Such variations do not in any way affect the quality of the Products and shall not engage the Seller's liability.
c) Tooling
Unless otherwise stipulated, tooling constructed or purchased specifically for the execution of custom orders from our Customers shall always remain the property of the Seller, notwithstanding any advances or financial contributions received from said Customers in respect of the costs of establishing and purchasing such tooling.
Unless otherwise agreed, the Customer's contributions shall remain definitively acquired by the Seller.
d) Reserved Models
The creation, on behalf of a Customer, of exclusive models reserved at their request shall solely engage the liability of that Customer with regard to the elements contractualised at their initiative within the specifications, in particular with regard to any potential action for infringement or unfair competition. The Seller shall not be liable, directly or indirectly, for the fact that the sale or use of the Products may infringe the intellectual property rights of third parties.
The manufacture of Products based on plans or models developed by the Seller, or using tooling supplied by the Seller, may not be entrusted to third parties by the Customer without the Seller's express prior written consent. The Seller reserves the right to take any action to obtain compensation for any resulting loss.
4. PRICES
The Products will be supplied to the Customer at the Seller's prices in force on the date of the order and stated in the order confirmation. The prices in force represent the price schedule and are in any case available upon simple request from the Seller.
The Seller reserves the right to modify its prices at any time, subject to giving one (1) month's prior notice: any price modifications shall apply to all new orders placed by the Customer.
Prices are stated in euros and exclusive of tax, unpackaged items, with delivery at the Seller's premises (application of the Incoterm "Ex Works" in its latest version in force on the date of the order), unless otherwise agreed.
To this price shall be added VAT at the rate in force on the date of invoicing, as well as any applicable taxes, duties, insurance, transport costs borne by the Seller, eco-participation, and packaging of the Products.
Prices are subject to revision in the event of modification or suspension of the order, either upwards or downwards. The Seller also reserves the right to include in its offer an automatic price revision clause, subject to acceptance by the Customer.
The price variation may then be based on the French industrial production price index, with the base price index being that at the date of the order and the revised price index being that at the date of delivery of the Products.
5. PAYMENT TERMS, PENALTIES AND PAYMENT GUARANTEES
a) Payment Terms and Late Payment Penalties
Unless otherwise agreed, our invoices are payable immediately upon delivery of the Products, net without discount in the case of early payment, unless otherwise specified in the order. Payment shall always be made at our registered office. Payments made by the Customer will only be considered final after the Seller has effectively received the sums due.
Any price reduction that the Seller may grant must be subject to an effective consideration and result from an express agreement between the Parties. The conditions for granting such price reductions will be set out, where applicable, in the order. By express agreement and unless a postponement is requested in time and granted in writing by the Seller, failure to pay for our Products by the agreed due date shall automatically give rise to, without prior notice:
1) the immediate enforceability of all outstanding sums due;
2) late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points;
3) the enforceability of a fixed-rate indemnity for collection costs of €40, in addition to the fees and costs of a lawyer's intervention and any court costs, if these exceed this flat rate, subject to supporting documentation.
In any event, the Parties undertake to comply with the inter-professional payment deadlines provided for by applicable regulations. By virtue of the co-responsibility principle referred to in Article L. 441-9 of the Commercial Code, the Customer undertakes to request the invoice if the Seller has not provided it upon delivery.
Furthermore, in such a case, we would reserve the right to suspend or terminate at our convenience the part of the order not yet executed (including in particular the delivery of remaining Products), without prejudice to any damages that may be claimed in respect of the loss suffered.
b) Payment Guarantees
We reserve the right, within the scope of an order, to request from the Customer any guarantees we deem appropriate.
6. DELIVERIES
a) Delivery Date and Location, Delivery Costs
The delivery dates set out in the order are indicative only and the Seller shall not be held liable for any delivery delay. The Customer shall not cancel the order, postpone its performance, or refuse the Products due to any delay.
In any event, the Seller shall not be held liable in any case of delay or suspension of delivery (i) attributable to the Customer, (ii) attributable to the carrier, or (iii) in the event of force majeure.
If our order confirmations stipulate that deliveries will be made as and when requested by the Customer, the delivery period for the entire order shall not exceed 6 months from the date of order confirmation. Beyond this deadline, the manufactured but uncalled-for items shall be invoiced to the Customer without prejudice to the storage costs occasioned by the delivery delay attributable to the Customer. Furthermore, in cases where the balance of the order has not yet been manufactured by the Seller, the latter reserves the right to suspend the order pending the Customer's collection of the Products.
Unless otherwise stipulated, delivery is effected by making the Products available at the Seller's premises. Deliveries are made under the Incoterm "Ex Works" in its latest version in force on the date of the order.
The Customer is responsible for selecting the carrier, mandating them, and determining with them the requirements for transporting the estimated quantities provided by the Seller. The Customer undertakes to inform the Seller of the carrier's identity within a reasonable period before delivery.
Any postponement of delivery at the Customer's initiative is subject to the Seller's express prior written consent. The Seller reserves the right, where applicable, to invoice the Customer for storage costs for Products awaiting delivery or any other indemnity that may be due in this context. In such a case, the Customer also bears the risks of storage, even if it is not carried out on their premises.
They must take out any necessary insurance in this context. Furthermore, the new delivery date will be determined according to the Seller's planning capabilities.
In any event, timely delivery can only take place if the Customer is up to date with their obligations to the Seller, regardless of their nature.
7. TRANSPORT – TRANSFER OF RISK
Unless otherwise stipulated, the transfer of risks of loss and deterioration of the Products to the Customer shall take effect upon the making available of said Products to the Customer or to the carrier designated by them at the Seller's warehouses, independently of the transfer of ownership, regardless of the date of the order and its payment.
Unless otherwise stipulated, the Customer shall be responsible for loading/unloading, transport, and shall personally handle all insurance, customs duties, taxes, and other transport-related costs.
Goods always travel at the Customer's risk, regardless of the mode of transport and the delivery conditions, even in the case where prices are quoted carriage paid.
In the event of acceptance of collection, the Seller shall not be held liable for damage occurring during transport or unloading at the Customer's warehouses.
The Customer shall personally handle any disputes with the carrier mandated by them, including disputes relating to loading.
In the event of non-payment of the transport service by the Customer, Article L. 132-8 of the Commercial Code allows the carrier to seek payment directly from the Seller. The Customer undertakes to provide the Seller with proof of payment to the carrier upon simple request and to do everything possible to prevent such a claim being made against the Seller and, where applicable, to bear all direct or indirect costs that may be charged to the Seller in this regard.
8. ACCEPTANCE OF PRODUCTS
The Customer undertakes to inspect the apparent condition of the Products and packaging at the time the Products are made available by the Seller, in the presence of the Seller and the carrier. In the absence of reservations expressly made by the Customer at the time of making available, the Products delivered shall be deemed to conform in quantity and quality to the order. Full payment of the price of the Products by the Customer also constitutes unconditional acceptance thereof.
Unless otherwise stipulated in the order, the Customer has a period of ten (10) days from the date of the Products being made available to verify the conformity of the Products and, where applicable, to notify the Seller in writing by registered letter with acknowledgement of receipt of their reservations or refusal of acceptance. The Customer shall provide all justification regarding the reality of any defects or anomalies identified. Complaints must include precise information relating to the delivery date and EDARD's production batch number.
In the case of staggered deliveries based on an open order, any complaint relating to each delivery can only be taken into account within the ten (10) business days following that delivery; in the event of exceeding this deadline, the goods produced in the meantime shall be delivered and invoiced to the Customer.
In the absence of such written notification within the defined deadline, the Customer shall be deemed to have definitively and unconditionally accepted the Products constituting the relevant delivery, without prejudice however to the Seller's warranty obligations (as limitedly defined below).
9. WARRANTIES
Claims for manufacturing defects relating to a given delivery shall only be considered if they relate to more than 3% of the quantity delivered. Claims may in any case only concern the Products, it being understood that the containers and their contents are in no way the responsibility of EDARD.
a) Legal Warranty Conditions
The Seller warrants to the Customer that the Products (a) shall not be the subject of any claim or claim by third parties, of any nature whatsoever, including in particular claims relating to transfer of ownership, (b) are free from any hidden defects within the meaning of Article 1641 of the Civil Code, except for specific provisions agreed between the Parties provided the Customer is a professional in the same field as the Seller, and (c) conform in nature, quantity and quality to the technical and commercial specifications agreed with the Seller and expressly provided for in the order.
The Seller's liability may only be engaged in the event of proven non-conformity of the Products with the technical and/or commercial specifications or of a proven hidden defect.
The Customer undertakes to verify, upon delivery and in accordance with the conditions set out in the 'ACCEPTANCE OF PRODUCTS' article, the conformity of the Products with the order, the quantities, the references, the absence of apparent defects, and the condition of the Products and packaging where applicable.
In the absence of a clear and legible written reservation confirmed to the Seller in accordance with these GTC, the Products shall be considered as definitively and unconditionally accepted, and the Seller's liability may not be invoked for non-conformity.
The Customer is also responsible for making any reservation pursuant to Article L.133-3 of the Commercial Code in the event of shortages and/or damage and/or delays related to the transport of the Products, and for exercising the relevant remedies against the carrier, which they shall promptly notify to the Seller in writing within the applicable time limits for such remedies.
Proof of non-conformity, an apparent defect, or a hidden defect must be provided by the Customer, who shall bear the costs of any analyses or checks carried out at their own initiative. The Seller reserves the right to carry out, directly or through any intermediary, all assessments and verifications at any location where the Products are stored, including at the Customer's or a third party's premises.
b) Warranty Limitations
There can be no warranty unless the Products are used in accordance with the specifications and instructions and within the limits prescribed by the Seller, which must not be exceeded, even occasionally.
The following are expressly excluded from the warranty:
- Defects corresponding to normal wear and tear of the Products;
- Defects due to abnormal use of the Products, use under conditions different from the technical characteristics for which the Products were manufactured, or improper storage thereof;
- Defects related to alteration, transformation or modification of the Products by the Customer or a third party without the Seller's prior written consent;
- Defects resulting from the Customer's negligence;
- Defects caused by a force majeure event.
c) Warranty Implementation
To be able to invoke the warranty, the Customer must notify the Seller in writing, without delay, providing full details of the nature and circumstances of the defects that have manifested themselves.
The Seller will advise whether the claim is likely to be accepted; in such case, the Customer shall return the defective Products to the Seller, carriage and insurance paid by the Customer, in appropriate and sufficiently protective packaging, to enable the Seller to carry out the necessary investigations. Any return of Products shall be at the Customer's risk.
When the Seller accepts a return, the warranty may only be invoked if the defective Products are received in their original condition, unused (subject to the manipulations necessary to establish the conformity of the Product) and after verification and acceptance at its warehouses. No return of Products may take place without the Seller's prior written consent.
In the event of proven non-conformity, apparent defect, or hidden defect, the warranty shall consist of the Seller ensuring free replacement of the defective Products as soon as possible. By express agreement, the Seller's warranty is limited, in the case of a claim for a quantity exceeding 3% of the quantity delivered, to the replacement of a number of items equal to the difference between the total items found to be defective and the aforementioned percentage, to the exclusion of any compensation of any nature whatsoever.
This warranty is exclusive of any other warranty and is deemed to cover all losses suffered by the Customer as a result of any defect found in the Products.
Furthermore, the warranty does not cover the direct or indirect consequences that may result from the failure of the Products supplied by the Seller.
10. LIABILITY
No claim shall be accepted in the event of (i) failure to comply with our storage recommendations, (ii) change without prior written notice to the Seller of a variable in the specifications or information provided by the Customer that was used to define the characteristics of the Products, (iii) misuse of the Products, (iv) use under conditions different from the technical characteristics for which the Products were manufactured or for fraudulent purposes, (v) alteration, transformation, or modification of the Products by the Customer, (vi) negligence, (vii) force majeure, or (viii) non-compliance of the Products with mandatory standards issued after delivery of the Products.
The Customer is solely responsible for the compatibility of the Products with their own products and undertakes to provide the Seller with all information necessary to enable the Seller to adapt the Products to the desired and contractualised characteristics. Customers therefore take responsibility for the behaviour of their products in relation to the Products supplied by the Seller. The Seller is therefore only bound by a best efforts obligation, which the Customer acknowledges and accepts without condition or reservation.
The Parties expressly agree that, except in cases of proven gross or wilful misconduct established by a final court judgment, the Seller's liability shall not extend to indirect damages that the consequences of non-delivery or manufacturing defects may cause to its customers.
Information regarding the optimal use of the Products provided by the Seller informally or for advertising purposes is provided for information purposes only and without commitment on the Seller's part.
In any event, the Seller shall not be liable to the Customer, their employees, agents, subcontractors, successors and assigns for any indirect and/or immaterial damages of any nature whatsoever, including without limitation, losses, costs, damages, loss of revenue or profit, suffered by the Customer or any third party resulting from a defect or loss of use of the Products or any property, regardless of the reason, even in cases where the Seller was aware of the possibility of such damages occurring.
In any event, should the Seller be held liable by a final court judgment, the compensation for the Customer's losses shall be limited to the amount of payments received in relation to the relevant order for the acquisition of the category of Products found to be defective.
11. TITLE AND RETENTION OF TITLE
The Customer shall only become the owner of the Products after full payment and receipt by the Seller of the sums corresponding to the order, inclusive of all taxes, regardless of the date of making the Products available; the risks of the goods nonetheless being borne by the Customer from the moment they are made available.
The Seller reserves, until full payment of the price by the Customer, a right of ownership over the sold Products, enabling it to repossess said Products directly on the Customer's premises or at any location where the Products have been stored if necessary. The Customer shall grant the Seller free access to the location where the Products have been stored or installed for this purpose.
Unless prior express written authorisation from the Seller, the Customer undertakes, until full payment of the price, not to transform or incorporate said Products, nor to resell or pledge them, on pain of immediate revendication of the goods by the Seller, with the costs and risks of the return of the sold Products being borne exclusively by the Customer. The transformation, resale, or incorporation of unpaid Products shall not in any event prevent the revendication of the resale price of the transformed or incorporated Products held by the Customer or sub-purchaser.
Non-payment, even partial, of any instalment may, at the Seller's sole discretion, result in the repossession or revendication of any Product delivered that is held by the Customer, even if subject to court-ordered receivership or liquidation proceedings.
The Customer shall, at their own cost, risk and peril, return the unpaid Products after the Seller sends a formal notice by registered letter with acknowledgement of receipt. The Customer undertakes to allow the identification and revendication of the Products at all times, it being agreed that the Products in stock shall be considered as those unpaid, up to the amount owed.
The Parties agree that any deposits received by the Seller shall remain definitively and entirely in the Seller's possession in the event of the retention of title clause being invoked, as a penalty clause. The amounts concerned shall compensate the Seller and correspond to the minimum loss suffered by the Seller due to the need to recover the Products from the Customer's premises, such loss being in particular constituted by the administrative, legal, and freight transport costs incurred in defending the Seller's rights.
12. INTELLECTUAL PROPERTY
The Seller remains the owner or, where applicable, licensee of all intellectual property rights relating to the Products, quotations, content on its website or in its catalogues, its logos, its technical or commercial documentation, specifications, etc., and of the know-how enabling it to manufacture and market the Products sold.
These intellectual property rights include in particular rights relating to trademarks, copyrights, designs and models, patents, or any other intellectual property rights of any nature whatsoever.
These GTC do not entail any assignment of any kind of these intellectual property rights belonging to the Seller or third parties to the Customer.
The intellectual property rights of any nature owned, authored, or licensed by a Party before the acceptance of the order, or which are acquired in parallel with the execution of the order and over which it has the right of disposal, remain the exclusive property of that Party, subject to the rights of third parties.
The sale of the Products does not confer upon the Customer any licence or authorisation of any kind, including in particular to manufacture the Products, the Seller remaining the full owner of said rights and reserving the right to penalise any violation thereof.
Furthermore, the Seller shall not be liable for any action resulting from the use or combination of the Products with any equipment, apparatus, or material not supplied by the Seller, or from any action by third parties resulting from the Seller's compliance with the Customer's specifications, plans, or instructions.
Thus, in the case of the manufacture by the Seller of custom-made Products, the Customer declares that they hold the intellectual property rights relating to the elements communicated to the Seller as models, instructions, or specifications, or that they have obtained from third parties sufficient and necessary rights for that purpose.
Failing this, the Customer undertakes to indemnify and hold the Seller harmless against all damages and interest or any sums charged against it in any way, as a result of the violation of said intellectual property rights invoked by their holders, including in particular following an enforceable court order or a settlement.
13. PERSONAL DATA
The Seller undertakes to comply with the regulations on the protection of personal data arising from European Regulation 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and the free movement of such data (or 'GDPR'), as well as with those of Law No. 78-17 of 6 January 1978 as amended relating to data processing, data files and individual liberties, and any other applicable regulation in this area that may subsequently supplement or replace them.
14. FORCE MAJEURE
The Parties shall not be considered as failing in their contractual obligations if such failures are due to the occurrence of a force majeure event.
Force majeure means any event independent of the Parties' will, unforeseeable and irresistible, of any nature whatsoever, such as natural disasters, severe weather, fires, strikes, sabotage, embargoes, interruptions or delays in transport, war, pandemic, riots, which would render the Contract temporarily or permanently unenforceable, etc.
Upon the occurrence of such an event, the Party prevented by force majeure shall notify the other Party in writing of the consequences of such an event and the performance deadlines provided for shall be automatically extended by the duration of the event.
The suspension of obligations may not under any circumstances be a cause of liability for non-performance of the obligation in question, nor give rise to the payment of damages or late penalties.
As soon as the cause of the suspension of its obligations ceases, the Party affected by the force majeure shall make every effort to resume normal performance of its contractual obligations as quickly as possible.
In the event that a force majeure event lasts for more than six (6) months, the Seller and the Customer agree to meet in order to examine whether and under what conditions they may modify the Contract to adapt it to the new circumstances arising from the force majeure.
If the impediment is permanent or if no adaptation of the Contract is agreed between the Parties within thirty (30) days from this meeting, the Contract shall be purely and simply terminated from the date on which the most diligent party sends a termination notice to the other Party by registered letter with acknowledgement of receipt.
15. HARDSHIP (IMPRÉVISION)
To the extent that a change in circumstances, unforeseeable at the time of conclusion of the Contract and outside the normal expectations of the Parties, makes performance of the Contract excessively onerous for one or the other Party, the Party affected by the hardship may, provided it can prove its existence, request the other Party to renegotiate the Contract.
The Parties agree that hardship may arise from the occurrence of events of any nature, including in particular financial, economic, legal, political, technological, environmental, or natural events (in particular changes in charges of any nature, increases in the cost of raw materials, or any other cause resulting in a significant increase in manufacturing costs).
The Parties shall meet as soon as possible and at the request of either Party, sent by registered letter with acknowledgement of receipt, to renegotiate the Contract in good faith, within a period of one (1) month from the occurrence of the triggering event, in order to take into account the significant change in circumstances and attempt to restore the fair, equitable, and balanced nature of the Contract.
During renegotiation, the Parties remain bound to perform their obligations even if they have become excessively onerous.
At the end of this period and in the absence of agreement, either Party may terminate the Contract with reasonable notice taking into account the length of the business relationship between the Parties.
In the event of agreement between the Parties, the new conditions and terms of performance of the Contract shall be formalised in a written amendment signed by both Parties.
16. SUBCONTRACTING
The Seller reserves the right to use subcontractors for the performance of all or part of its obligations under the Contract, which the Customer expressly acknowledges and accepts.
It is the Seller's responsibility to ensure the necessary competencies, insurance, and qualifications of its subcontractors and to obtain their commitment to comply with the terms of the Contract and these GTC.
17. CONFIDENTIALITY
The Parties undertake to maintain confidentiality regarding the negotiation, existence, signing, and performance of this Contract.
All information communicated by one Party to the other Party, of any nature whatsoever, regardless of the medium or method of transmission used, in connection with the negotiation, conclusion, and/or performance of the Contract, is strictly confidential (hereinafter referred to as "Confidential Information").
The Parties therefore undertake to:
- Use Confidential Information only within the scope of the Contract, unless necessary for the exercise of their rights and obligations under this Contract;
- Not disclose Confidential Information, in whole or in part, directly or indirectly, to any third party;
- Grant Confidential Information a level of protection equivalent to that afforded to their own Confidential Information;
- Not use Confidential Information in contravention of the Contract;
- Not assign, license, sub-license, commercialise, transfer, or lend Confidential Information, directly or indirectly, to a third party.
The following shall not be considered confidential:
- Information that has fallen or falls into the public domain;
- Information known to the receiving Party before the other Party disclosed it;
- Information legitimately received from a third party not subject to a confidentiality obligation;
- Information that must be disclosed by law or court order (in which case it may only be disclosed to the extent required and after notifying in writing the Party that provided it).
In all cases, the burden of proving that information is not confidential lies with the receiving Party.
The Parties undertake to ensure compliance with this article by all their employees, members, agents, subcontractors, and personal clients.
The Parties undertake to comply with this article throughout the duration of the Contract and for five (5) years following its expiry.
The Customer shall return to the Seller, at the end of the Contract regardless of the cause, all documents received relating to the Products within ten (10) days and undertakes to destroy any copies in their possession.
18. EXTENDED PRODUCER RESPONSIBILITY
In accordance with Article R.541-173 of the Environmental Code, producers of products listed in Article L.541-10-1 of the same Code are required to indicate the unique identifier issued by ADEME attesting to their compliance with legal and regulatory obligations in terms of Extended Producer Responsibility (EPR).
The Seller being subject to this obligation, the company's unique identifier is as follows: (To be communicated at a later date) — Eco-organisation Twice for the professional packaging sector.
19. APPLICABLE LAW AND JURISDICTION
These GTC and the order are governed by French law, to the exclusion of any application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 11 April 1980).
In the event of a dispute regarding the performance of these terms and in the absence of an amicable settlement within a period of one (1) month from the sending by either Party of a letter requesting an amicable settlement, all disputes, regardless of their subject matter, shall be submitted exclusively to the competent courts of the city of Strasbourg, even in the event of a contrary provision in our customers' letters, general purchasing conditions, or invoices, as well as in the event of a warranty claim or multiple defendants.
The various modes of delivery and payment shall not give rise to any novation or derogation from this exclusive attribution of jurisdiction.
