GENERAL TERMS AND CONDITIONS OF SALE

ARTICLE 1 – SCOPE OF APPLICATION

In accordance with Article L 441-1 of the French Commercial Code, these General Terms and Conditions of Sale (the “GTCS”) form the sole basis of the commercial relationship between the parties.

The GTCS have the aim of defining the conditions under which the METAPACK company (“the Supplier”) provides to the professional Purchasers, (“the Purchasers or the Purchaser”) who make him the request various products of packing and decoration (the “Products”) necessary for the manufacture and the distribution of their own products, as well as various associated services such as in particular the design, the drawing and the manufacture of the Products.

Any order of Products and/or Services by the Buyer implies unreserved acceptance of the GTCS, supplemented or amended by special conditions.

The General Terms and Conditions of Sale apply without restriction to all relations between the Supplier and the Purchaser and they invalidate any clause to the contrary that may appear in the Purchaser’s terms and conditions of purchase, order forms or other commercial documents, in particular its general terms and conditions of purchase.

In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any Buyer who so requests, to enable them to place an order with the Supplier.

They are also communicated to any distributor (excluding wholesalers) prior to the conclusion of a single agreement as referred to in articles L 441-3 et seq. of the French Commercial Code, within the legal deadlines.

All orders for Products imply acceptance by the Buyer of these General Terms and Conditions of Sale.

The information appearing in the Supplier’s catalogues, prospectuses and price lists is given for information only and may be revised at any time. The Supplier is entitled to make any changes it deems necessary.

In accordance with the regulations in force, the Supplier reserves the right to depart from certain clauses of the General Terms and Conditions of Sale, depending on the negotiations conducted with the Buyer, by drawing up Special Terms and Conditions of Sale.

ARTICLE 2 – ORDERS – PRICES – TERMS OF PAYMENT
2 – 1 CONTROLS

The Buyer expresses its requirements in terms of Products and/or associated Services. The Supplier provides the Buyer with a price quotation (the “Price Quotation”) which is drawn up in accordance with the Buyer’s information and requirements, subject to the compatibility of the Product with the Buyer’s product, which remains to be verified by the Buyer.

An order shall only be perfect, firm and definitive (the “Orders” or “Sales”) after express acceptance of the Price Offer by the Purchaser within a period which may not exceed thirty calendar days from the date of issue. After this period, the Supplier shall submit a new Price Offer capable of taking into account changes in economic conditions (cost of materials, labour, transport, etc.) and monetary conditions.

Acceptance of the Price Offer by the Buyer must be made by any written means bearing the Buyer’s stamp, authorised signature and the date of acceptance.

The Purchaser shall pay the Supplier a deposit of 30% (thirty percent) of the amount of the Order within five days of its acceptance. Unless otherwise agreed.

Any request by the Buyer to modify and/or cancel an Order in progress shall, as far as possible, be the subject of an amended Price Offer and/or cancellation balance, which the Buyer must accept before the modification and/or cancellation is recorded between the Parties. In the absence of acceptance by the Buyer, the initial Order shall remain unchanged. In the event of cancellation of an Order, the deposit paid by the Purchaser shall be retained by the Supplier and shall not give rise to any reimbursement.

2 – 2 RECEPTION

The Products and/or Services supplied are always received/delivered at the Supplier’s warehouses, unless expressly requested by the Purchaser and approved in advance by the Supplier, and within a timeframe that allows for a change of destination.

The Products are invoiced on receipt of the Products by the Supplier and ready for delivery to the Purchaser. Invoices are sent to the Purchaser, who must pay them in accordance with the terms of payment.

A prototype of the Product or sample shall act as a “reference” of the quality to be delivered by the Supplier, a copy of which, validated by the Parties, shall be available to the Purchaser.

2 – 3 PRICES

The Products and Services are supplied at the Supplier’s prices in force on the day the order is placed and, where applicable, in the Price Offer sent to the Buyer.

These tariffs are firm and non-revisable during their period of validity, as indicated by the Supplier.

Prices are net and exclusive of VAT, “Ex” Supplier’s warehouse and including packaging. In general, they are quoted according to the “Ex-works” incoterm, “Ex” the Supplier’s warehouses.

Special pricing conditions, which may involve a change of Incoterm, may be applied according to the specific requirements requested by the Purchaser, particularly concerning delivery terms and deadlines, or payment deadlines and conditions. The Supplier will then send the Buyer a specific Price Offer.

2 – 4 – TERMS OF PAYMENT – PENALTIES

2-4-1 Terms of payment

The deposit requested at the time of the Order to launch production, corresponding to 30% of the price excluding VAT of the Order, the balance of the price being payable as follows: 30% when the products are shipped to the warehouses, and 40% when the products are received in the Supplier’s warehouse.

Payment is made from the date of invoicing of the Products under the conditions defined in the “Delivery” article below and as indicated on the invoice sent to the Buyer.

Invoicing takes place on the date of receipt, manufactured in the Supplier’s warehouses located in Asia (China) or in France. The invoice shall be paid by bank transfer to the Supplier’s account, at no cost to the Supplier, on receipt of the invoice.

2-4-2 Late payment

Penalties for late payment will be due ipso jure, without any formality and without prior notice, including in the event of partial payment.

These penalties are equal to three times the legal interest rate plus 10%, as applicable on 1st January of the current year. These penalties will be capitalised if the default continues for more than 3 months.

In the event of non-compliance with the terms of payment set out above, the Supplier also reserves the right to suspend or cancel the delivery of Orders in progress and to suspend the performance of its obligations.

Except with the Supplier’s express, prior and written agreement, and provided that the reciprocal receivables and debts are certain, liquid and due, no compensation may be validly effected between any penalties for late delivery or non-conformity of the products ordered by the Purchaser on the one hand, and the sums owed by the Purchaser to the Supplier for the purchase of the said products on the other.

Lastly, a fixed indemnity for collection costs of 40 euros per invoice will be payable, ipso jure and without prior notice, by the Purchaser in the event of late payment; this is without prejudice to any other indemnity claims by the Supplier.

ARTICLE 3 – RETENTION OF TITLE

In any event, the Supplier retains full ownership of the products delivered, in the event of total or partial non-payment of invoices issued, in the event of non-payment despite reminders, and after 15 days following the sending of a formal notice to pay reminding of the present clause, which has remained unsuccessful.

This clause shall apply for any reason whatsoever of non-payment, including in the event of liquidation or receivership of the Buyer. The Supplier therefore reserves the right to destroy or resell the products remaining unpaid as it sees fit, without the Purchaser being able to invoke any right whatsoever against it, including any intellectual property rights.

ARTICLE 4 – DELIVERIES
4 – 1 DEADLINES

The Products purchased by the Buyer shall be delivered within the timeframe specified in the Order.

This period does not in any event constitute a strict deadline and the Supplier may not be held liable to the Purchaser in the event of a delay in delivery not exceeding one additional month.

The Supplier shall under no circumstances be held liable in the event of delay or suspension of delivery attributable to the Purchaser or in the event of force majeure.

4 – 2 DELIVERY – CALLING UP PRODUCTS BY THE BUYER

Delivery is deemed to have been made when the Products are available in the Supplier’s warehouses located in France or Asia, as the case may be.

The products are deemed to have been delivered to the Buyer as soon as they are made available in the said warehouses, before being loaded for transport.

The Products may be delivered and handed over at any other location designated by the Buyer at the time the Order is placed.

The products delivered and paid for must be collected or accepted by the Purchaser within six months of their delivery to the Supplier’s warehouses. Beyond this period, the Supplier reserves the right to invoice storage costs at the rate of 15 euros per pallet per week.

4 – 3 TOLERANCES FOR QUANTITIES DELIVERED

The Supplier shall use its best endeavours to deliver to the Purchaser the quantities ordered.

However, it automatically includes in the production of these quantities a safety margin for product deterioration, which most often leads it to deliver a quantity greater than that ordered by the Buyer.

The Buyer undertakes to accept delivery of the products it has ordered, with a tolerance rate of 2.5% under or over, for all categories of items.

ARTICLE 5 – TRANSFER OF OWNERSHIP – TRANSFER OF RISKS
5 – 1 . TRANSFER OF OWNERSHIP

The transfer of ownership of the Products to the Buyer will only take place once the price has been paid in full by the Buyer, regardless of the date of delivery of the Products.

5 – 2 TRANSFER OF RISKS – LIMITS

The Supplier shall cover the risks of loss and deterioration of the products from the time they are received in its warehouses, and for a maximum period of one month, regardless of the date of the Order and the date of payment thereof.

On the other hand, after a period of 1 month from delivery of the Products ordered, the risks of loss and deterioration are transferred to the Buyer, who therefore undertakes, including in the event of payment within the required period, to insure the Products against the said risks by taking out ad hoc insurance in favour of the Supplier.

The Supplier is deemed to have fulfilled its delivery obligation once it has made the Products ordered available in its warehouses.

ARTICLE 6 – QUALITY – SUPPLIER’S LIABILITY – GUARANTEE
6 – 1 QUALITY

The Supplier is obliged to deliver the Products ordered in accordance with the Approved Sample for Production (ASFP) agreed between the parties.

Following receipt of the Purchaser’s Order, the Supplier shall produce a proof of delivery accompanied, where applicable, by samples, which must be signed and validated by the Purchaser, by any written means, prior to the start of production.

Once the Order has been validated, the Supplier launches production.

Similarly, in the event of a restocking order in the absence of a new proof of delivery to replace the original proof of delivery, the original proof of delivery will be used as the reference.

6 – 2 CONTRACTUAL GUARANTEE OF CONFORMITY

The Products delivered by the Supplier are covered by a contractual warranty for a period of 12 months from the date of delivery to the Supplier’s warehouses, covering non-conformity of the Products with the order and any latent defect resulting from a material, design or manufacturing defect affecting the Products delivered and rendering them unfit for use.

The warranty forms an inseparable whole with the Product sold by the Supplier. The Product may not be sold or resold altered, transformed or modified.

This guarantee is limited to the replacement or reimbursement of non-conforming products or products affected by a defect resulting from poor quality raw materials or poor manufacture, to the exclusion of any negligence or fault or misuse on the part of the Buyer or its customers, and detected at the warehouse or when the packages are opened by the Buyer.

In order to assert its rights, the Purchaser must, on pain of forfeiture of any action relating thereto, inform the Supplier by registered letter with acknowledgement of receipt of the existence of the defects within a maximum period of twelve months from the date on which the products were made available in the Supplier’s warehouse.

A prior contradictory report must be made between the Parties, by any technical means and by sending back samples, on the possible non-conformity of the products delivered, and generally before any request for the return or replacement of products.

In addition, for technical reasons, any slight, reasonable and acceptable variation in the finish of the products manufactured, except in the case of precise specifications laid down in advance, shall not give rise to any dispute or compensation.

The Supplier will replace or have repaired any Products or parts under warranty that it considers to be defective.

The Supplier shall bear the cost of transporting back to its warehouses all products whose defectiveness, non-conformity or defect has been established contradictorily, and which are returned to it.

The returns procedure involves sending a delivery note together with a request for an appointment.

The replacement of defective Products or parts will not have the effect of extending the duration of the above-mentioned guarantee. Lastly, the warranty shall not apply if the Products have been subjected to abnormal use by the Buyer, or have been used in conditions other than those for which they were manufactured.

Nor does it apply in the event of deterioration or accident resulting from impact, dropping, immersion in a liquid, whether intentional or not, excessive load, negligence, lack of supervision or maintenance, or in the event of transformation of the Product.

In addition, this guarantee is exclusively limited to direct damage, for which compensation is limited to the replacement of non- conforming or defective products, to the exclusion of any other direct or indirect damage of any nature whatsoever, in particular economic damage.

In general, the Supplier shall not be liable for any indirect or consequential damages.

ARTICLE 7 – INTELLECTUAL PROPERTY

The Supplier holds intellectual and industrial property rights relating in particular to its creations, distinctive signs, inventions and know- how (hereinafter the “Protected Elements”), with the packaging developed, its components and manufacturing processes forming part of the Protected Elements.

The General Terms and Conditions of Sale do not entail any transfer of intellectual and industrial property rights to the Purchaser, such rights remaining the exclusive property of the Supplier.

The Purchaser undertakes to respect the Supplier’s Intellectual Property rights and not to infringe them in any way or on any territory whatsoever, and in particular not to register any intellectual property titles relating to these “Protected Elements”.

The Buyer undertakes, in all countries, directly or through an intermediary, not to reproduce, imitate or implement the Protected Elements, to manufacture or have manufactured products implementing or incorporating the Protected Elements, and more generally not to commit acts that may be considered as acts of counterfeiting of the Protected Elements, of unfair competition or infringing the Supplier’s business secrets.

Also included among the Protected Items are all plans, descriptions, websites, technical documents or quotations provided to the Purchaser which are communicated as part of a loan for use whose purpose is the evaluation and discussion of the Supplier’s Price Offer or the performance of the GTCS (hereinafter the “Loaned Documents”). They will not be used by the Purchaser for any other purpose and the Supplier therefore retains all material and intellectual property rights over the Loaned Documents.

Any reproduction, exploitation or use, both in France and abroad, of all or part of the https://www.metapack.fr website, or duplication on any medium, website, free access or paying or commercial blogs, is prohibited without the Supplier’s prior authorisation and constitutes an infringement punishable under Articles L335-2 et seq. of the French Intellectual Property Code.

The Buyer may only reproduce or use the “Protected Elements” in any way whatsoever with the Supplier’s express authorisation and in accordance with the conditions that will be set out contractually.

At the same time, the Purchaser guarantees that, at the time these GTCS are concluded, any element that it communicates to the Supplier (such as technical drawings, 3D files, images, drawings, designs, prototypes, etc.) does not use intellectual property rights or know-how held by a third party. It guarantees that it will be able to dispose of them freely without contravening any contractual or legal obligation of any nature whatsoever and in any territory whatsoever.

It undertakes to hold the Supplier harmless against any claim by a third party and undertakes to indemnify the Supplier against any judgement of any nature whatsoever which may be brought against the Supplier in this respect.

ARTICLE 8 – ANTICIPATION

In the event of a change in circumstances unforeseeable at the time of conclusion of the contract, in accordance with the provisions of article 1195 of the Civil Code, the Party which has not agreed to assume the risk of excessively onerous performance may request renegotiation of the contract from its co-contractor by registered letter expressly referring to article 1195, mentioning in particular the change in circumstances invoked and explaining the unforeseeable nature of this change and how it renders performance of its obligations excessively onerous.

A prior and compulsory attempt at conciliation will be organised, with the Supplier and the Purchaser refraining from any refusal to renegotiate.

The parties must meet within ten days of the request being made, at a place to be determined by them.

They will each have the option of being assisted by a third party, with each retaining the costs of this assistance.

This conciliation suspends the limitation period and the obligations of the parties in relation to the Sale of Products transaction affected by the unforeseen circumstances for the duration of the conciliation.

However, after 30 days from the initial meeting, the conciliation attempt will be deemed to have been completed, unless the Parties agree otherwise.

Any referral to a court in breach of this conciliation clause constitutes a plea of inadmissibility, rendering the action inadmissible.

It should be noted that the Parties may terminate the contract by mutual agreement, without going through this renegotiation phase, in application of article 1193 of the French Civil Code.

The Parties agree, within the framework of the provisions of article 1195 of the Civil Code, that a change in circumstances surrounding the conclusion of a transaction for the Sale of Products by the Supplier subject to these General Terms and Conditions of Sale and resulting in :

• For products manufactured outside the Euro zone: a variation of more than 5% in the exchange rate compared with the contractual exchange rate applied.
• an increase of 30% or more in the price of containers
• a drastic change in customs duties on certain products,
• Rising raw material costs in excess of 4%,

will be fully assumed by the Buyer even if these risks make the performance of its obligations excessively onerous for it, all other risks being assumed by the other Party.

 ARTICLE 9 – PROTECTION OF PERSONAL DATA 

The personal data collected from Buyers is processed by the Supplier. It is recorded in the Purchaser’s file and is essential for processing the Purchaser’s order. This information and personal data is also kept for security purposes, in order to comply with legal and regulatory obligations. It will be kept for as long as necessary for the execution of orders and any applicable guarantees.

The Buyer expressly agrees to the use of said data.

The data controller is the Supplier. Access to personal data will be strictly limited to employees of the data controller who are authorised to process such data by virtue of their duties. The information collected may be communicated to third parties linked to the company by contract for the performance of sub-contracted tasks, without the Purchaser’s authorisation being necessary.

As part of the performance of their services, third parties have only limited access to the data and are obliged to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, the Supplier shall not sell, rent, transfer or give access to third parties to the data without the prior consent of the Purchaser, unless it is obliged to do so for a legitimate reason.

If the data is transferred outside the EU, the Buyer will be informed and the guarantees taken to secure the data (for example, the External Supplier’s adherence to the “Privacy Shield”, adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified.

In accordance with the applicable regulations, the Buyer has the right to access, rectify, delete and port the data concerning him/her, as well as the right to object to the processing for a legitimate reason. These rights may be exercised by contacting the data controller at the following postal or e-mail address: annette@metapack.fr.

In the event of a complaint, the Buyer may submit a complaint to the Supplier’s personal data protection delegate at the Commission Nationale de l’Informatique et des Libertés.

ARTICLE 10 – SPECIFIC PROHIBITIONON THE BUYER

The Purchaser is strictly forbidden to contact one of the Supplier’s partners directly, except with the Supplier’s prior written agreement for specific, one-off services.

Failure by the Purchaser to comply with this provision may result in the unilateral termination of the commercial relationship, at the Supplier’s discretion, and be sanctioned by the payment by the Purchaser of damages and interest, the amount of which shall not be less than the cost of purchasing raw materials, labour and the manufacture of prototypes, plus the cost of destroying stocks of semi- finished and finished products and of transport.

ARTICLE 1 1 – NON – PERFORMANCE

Pursuant to article 1219 of the French Civil Code, each Party may refuse to perform its obligation, even if it is due, if the other Party fails to perform its obligation and if such failure is sufficiently serious, i.e. likely to jeopardise the continuation of the contract or fundamentally upset its economic equilibrium.

The suspension of performance will take effect immediately, upon receipt by the defaulting Party of the notification of default sent to it to this effect by the Party suffering the default, indicating the intention to apply the exception of non-performance for as long as the defaulting Party has not remedied the default established, served by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of posting.

This defence of non-performance may also be used as a preventive measure, in accordance with the provisions of article 1220 of the French Civil Code, if it is clear that one of the Parties will not perform its obligations on the due date and that the consequences of this non-performance are sufficiently serious for the Party that is the victim of the default.

This option is used at the risk and peril of the Party taking the initiative.

The suspension of performance will take effect immediately, upon receipt by the Party presumed to be in default of the notification of the intention to apply the preventive non-performance exception until such time as the Party presumed to be in default performs the obligation in respect of which a future breach is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium that provides proof of posting.

ARTICLE 12 – FORCE MAJEURE

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, is due to force majeure, within the meaning of article 1218 of the French Civil Code, or to exceptional health or climatic contingencies beyond the control of the Parties.

It is expressly agreed that, in addition to exceptional health or climatic contingencies beyond the control of the Parties, any unforeseeable, irresistible event beyond the control of a Party, making it impossible for a Party to perform its obligations, such as, but not limited to, the following, constitutes a case of force majeure war, civil riots, a state of emergency or war decreed by the French government or a member country of the European community or China, closure of Chinese borders in the broadest sense, serious shortages affecting the supply of electricity or raw materials, confiscations, a general strike seriously disrupting freight and transport, electricity distribution and/or access to the INTERNET network, cyber attacks of all kinds, ransomware, hijacking, boarding of transport vessels.

The Parties shall not be held liable for any indirect damage linked to a case of force majeure, operating loss, loss of profit, loss of chance, damages or costs.

The suspension of the Supplier’s obligations, carried out upon justification, shall under no circumstances be a cause of liability for non- performance of the obligation in question, nor lead to the payment of damages or late penalties.

Performance of the Supplier’s obligation may be suspended for the duration of the force majeure if it is temporary and does not exceed 6 months.

Consequently, as soon as the cause of the suspension of their mutual obligations has disappeared, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the Party prevented will notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act.

During this suspension, the Parties agree that the costs generated by the situation will be shared equally.

If the impediment is definitive or exceeds a period of 6 months, the present contract may be purely and simply terminated 30 days after receipt of a formal notice served by registered letter with acknowledgement of receipt or by any extrajudicial act, mentioning the intention to apply the present clause.

ARTICLE 13 – TERMINATION OF THE CONTRACT 

13 – 1 – RESOLUTION FOR UNFORESEEN CIRCUMSTANCES

Termination due to the impossibility of performing an obligation which has become excessively onerous may only take place, notwithstanding the clause Termination for failure by a party to fulfil its obligations set out below, 10 days after the sending of formal notice declaring the intention to apply the present clause, notified by registered letter with acknowledgement of receipt or by any extrajudicial act.

1 3 – 2 – TERMINATION FOR SERIOUS BREACH

The Party that is the victim of the default may, notwithstanding the clause Termination for failure by one Party to fulfil its obligations set out below 13-3, in the event of serious non-performance of any of the obligations incumbent on the other Party, notify the Defaulting Party by registered letter with acknowledgement of receipt, of the wrongful termination of the present contract, 3 days after receipt of a formal notice to perform which has remained unsuccessful, in application of the provisions of article 1224 of the French Civil Code.

1 3 – 3 – TERMINATION FOR FAILURE BY A PARTY TO FULFIL ITS OBLIGATIONS

In the event of non-compliance by either party with the following obligations, and in particular non-payment for services and products ordered by the Buyer, the contract may be terminated at the discretion of the injured party.

It is expressly understood that this termination due to a party’s failure to fulfil its obligations will take place ipso jure 10 days after receipt of a formal notice to perform, which has remained wholly or partially without effect. The formal notice may be served by registered letter with acknowledgement of receipt or by any extrajudicial act.

This formal notice must state the intention to apply this clause.

1 3 – 4 – TERMINATION DUE TO FORCE MAJEURE 

Termination by operation of law for reasons of force majeure, notwithstanding the clause Termination for failure by one party to fulfil its obligations set out below, may only take place 8 days after formal notice has been sent by registered letter with acknowledgement of receipt or by any extrajudicial act.

1 3 – 5 – PROVISIONS COMMON TO TERMINATION CASES

It is expressly agreed between the Parties that the debtor of an obligation to pay under the terms hereof shall be validly put in default by the mere due date of the obligation, in accordance with the provisions of article 1344 of the French Civil Code.

The services exchanged between the Parties since the conclusion of the contract and until its termination having found their usefulness as the mutual performance of the contract progresses, they will not give rise to restitution for the period prior to the last service for which no consideration has been received.

In any event, the injured Party may apply to the courts for damages.

ARTICLE 14 – MEDIATION – JURISDICTION

Any disputes that may arise concerning the validity, interpretation, performance or termination of this contract shall be submitted, before any referral to the court competent to decide the dispute on its merits, to mediation by a qualified, independent, neutral and impartial person chosen by mutual agreement by the parties, with a view to seeking an amicable solution.

To this end, the parties undertake to take part in at least one mediation meeting by delegating a person with decision-making powers. The costs of the mediation shall be borne by each of the parties in equal shares.

This referral is a prerequisite for any legal action.

All disputes to which the sales concluded pursuant to these general terms and conditions of sale may give rise, concerning their validity, interpretation, performance, resolution, consequences and consequences thereof, and which cannot be resolved amicably between the Supplier and the Purchaser, shall be submitted to the Commercial Court of PARIS (France) alone.

ARTICLE 15 – APPLICABLE LAW – DISPUTE

These General Terms and Conditions of Sale and the transactions arising therefrom between the Supplier and the Purchaser are governed by and subject solely to French law.

These General Terms and Conditions of Sale are written in French, which alone is authentic. A free translation into another language is provided for information purposes only.

ARTICLE 1 6 – CONFIDENTIALITY 

The Purchaser undertakes to treat as strictly confidential, and shall consequently refrain from disclosing, without the Supplier’s express, prior and written consent, to any person, for any reason and in any form whatsoever, the various information and or commercial documents such as the Supplier’s ASFP, as well as photographs of the warehouses, production sites, to which it may have had access in the context of the performance of this contract.

This obligation of confidentiality is stipulated for the entire duration of the contractual relationship and beyond without limitation of time after its expiry, for any reason whatsoever, unless the said information has fallen into the public domain, and insofar as the Buyer cannot be considered to be responsible for such disclosure into the public domain. This obligation shall not apply in the event of a legal claim or a public administration claim.

ARTICLE 17 – PROOF AND ARCHIVING

The Supplier’s computerised records will be considered by the Parties as proof of communications, orders, payments and transactions between the Parties, unless proven otherwise. The Supplier archives order forms and invoices on its servers; a copy may be issued on request, subject to payment of the reproduction costs.

ARTICLE 18 – PRE – CONTRACTUAL INFORMATION – ACCEPTANCE BY THE BUYER 

The Buyer acknowledges having been informed, prior to the immediate purchase or the placing of his/her order and the conclusion of the contract, in a clear and comprehensible manner, of these general terms and conditions of sale.

The General Terms and Conditions of Sale are expressly approved and accepted by the Purchaser, who declares and acknowledges that he/she is fully aware of them, and therefore waives the right to rely on any contradictory document and, in particular, his/her own general terms and conditions of purchase, which shall be unenforceable against the Supplier, even if he/she is aware of them.