GENERAL TERMS AND CONDITIONS OF SALE - IDEA EMBALLAGE

GENERAL TERMS AND CONDITIONS OF SALE

JULY 2023

ARTICLE 1 - SCOPE

These general terms and conditions of sale ("General Terms and Conditions of Sale") constitute, in accordance with article L. 441-6 of the French Commercial Code, the sole basis of the commercial relationship between the Parties.

These General Terms and Conditions of Sale govern:

• The design, development, organization, sale and implementation of industrial handling and transfer services, packaging and wrapping of goods, regulated products, crating, containment, logistics and related industrial services;

• The services of special cushioning and tailor-made, durable protection, industrial transfers, tailor-made industrial packaging and custom packaging.

Within this framework, the purpose of the General Terms and Conditions of Sale is to define the terms and conditions under which IDEA Emballage (the "Service Provider" or the "Approved Packer"), provides professional customers (the "Customer  or the "Customers") with all or part of the Services referred to above and/or described in any quotation or commercial proposal sent by the Supplier to the Customer (the "Services ").

Any Order implies the Customer's acceptance of these General Terms and Conditions of Sale are thus expressly approved and  by the latter, which declares and acknowledges having perfect knowledge of them, and thus waives the right to rely on any document, in particular, its own terms and conditions of purchase, which shall be unenforceable against the Service Provider, even if the latter is aware of them.

In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any Customer who requests them, to enable it to place an order with the Service Provider. They cancel and replace any document relating to the same subject previously exchanged between the Parties.

All information provided by the Service Provider is given for information purposes only and may be modified at any time. The Service Provider is also entitled to make any changes to the information deemed useful at any time, which the Customer acknowledges and accepts.

In accordance with the regulations in force, the Provider reserves the right to depart from certain clauses of these General Terms and Conditions of Sale, depending on the Customer's requirements, by drawing up special general terms and conditions of sale, a specific quotation and/or sales proposal if required.

The Customer and the Service Provider may hereinafter be referred to individually as a "Party" or collectively as the "Parties".

ARTICLE 2 - Orders for Services

2.1 Terms of the Order

Orders ("Orders") refer to the purchase of services and/or products from the Service Provider by the Customer. Orders are only valid once a quotation and/or commercial proposal has been drawn up by the Service Provider and accepted by the Customer, using any means whatsoever.

                2.2. Modification / Cancellation of the Order

Any modification or cancellation of the Order by the Customer can only be taken into consideration if it is received, in writing, before the start of the Services.

Any changes to the Order requested by the Customer will only be taken into account, within the limits of the Service Provider's possibilities and at its sole discretion, after the Customer has signed a specific Order form, which may involve an adjustment to the price and timeframe of the Services, if applicable.

If it is not possible to comply with these requests for changes, the Service Provider will inform the Customer, using any means, of the reasons for the refusal to accept them. The Service Provider therefore undertakes to perform the Service that was the subject of the original Order, and the Customer to pay the corresponding price.

The Service Provider reserves the right to decline to accept the modification of the Order for legitimate reasons only, for example if the deadline do not clearly allow the Services to be performed.

The Service Provider shall not be held liable in respect of the performance of the Services vis-à-vis third parties to the Order, including the Customer's end customers, such liability being the sole responsibility of the Customer.

ARTICLE 3 - Conditions for performance os the Services

3.1 Service Provider Obligations

1. Compliance with deadlines

The Service Provider undertakes to perform the Services within the period specified on the Order form or any other element expressly agreed between the Parties, where applicable.

The Services will be provided over a working period and business days, which are the days actually worked, from Monday to Friday, excluding weekends and public holidays in France (the "Business Days").

The Services will be performed at the location indicated on the quotation and/or commercial proposal drawn up by the Service Provider.

2. Service quality

The Service Provider undertakes to perform the Services, package, pack, label and mark the products or any other request expressly requested by the Customer, in such a way as to withstand transport and/or storage operations carried out under normal conditions, as well as the successive handling operations that necessarily occur during the course of these operations.

The Service Provider undertakes to take all appropriate measures to guarantee the integrity of the goods entrusted to it by the Customer.
Each package, object or load carrier must be clearly labelled so that the sender, recipient, place of delivery and nature of the goods can be identified immediately and unequivocally. Information on labels must correspond to that on the transport document.

Labelling must also comply with all applicable regulations, in particular those relating to hazardous products.

The Customer has a period of seven (7) days from the provision of the Services to express any reservations or complaints in writing, by sending all the relevant supporting documents to the Service Provider. No claim can be validly accepted if the Customer does not comply with these formalities and deadlines.
The Service Provider will, as far as possible, at its own expense and in accordance with the appropriate deadlines and procedures approved by the Customer, rectify the Services whose lack of conformity has been justified by the Customer and accepted by the Service Provider.

In the absence of reservations or complaints expressly made by the Customer upon receipt of the Services, the latter shall be deemed to be in conformity with the Order, in terms of quantity and quality. 

3. Information and Cooperation

The Parties agree that, at the Customer's request, the Service Provider shall provide the Customer with all information concerning the Services and the manner in which they are to be performed, so that the Service Provider can define the appropriate Service.

It is the Customer's responsibility to inform the Service Provider expressly, as soon as possible before the performance of the Services, of any specific and/or particular or exceptional constraints attached to the goods which are the subject of the Service. This may include the presence of moving (mobile, sliding, etc.) or non-mechanically clamped parts, specific positioning or stowage, and any other specificity that must be expressly indicated so that the Service Provider can take the necessary measures adapted to the packaging and handling of this type of product.

The Service Provider shall not be liable for any delay or suspension of performance of the Service attributable to the Customer or a Third Party, for any harmful consequences arising from the absence of express information on the existence of the above-mentioned specificities and/or particular or exceptional constraints, or for any force majeure.

The choice and purchase of a Service and/or a product is the sole responsibility of the Customer, particularly in terms of the relevance of the purchase to his/her needs. In this respect, the Service Provider is under no obligation to provide advice.

3.2 Customer obligations

1. Prior information obligation

The Customer undertakes to provide all the information referred to in article 3.1 (i) and to declare the exact nature and specific features of the goods when the latter require special provisions, particularly in view of their value and/or the specific features that they may represent, their dangerousness or their fragility.

In addition, the Customer expressly undertakes not to hand over to the Service Provider any goods that are illegal or prohibited by current French regulations, including counterfeit products, narcotics, etc.

The Customer alone shall bear, without recourse against the Service Provider, the consequences, whatever they may be, resulting from erroneous, incomplete, inapplicable or late declarations or documents, including the information necessary for the transmission of any declaration required by customs regulations, in particular for the transport of goods from third countries.

2. Reservations

In the event of loss, damage or any other damage suffered by the goods, or in the event of delay, it is the Customer's responsibility to make regular and sufficient observations and to express reasoned reservations in the form and within the time limits set out in article 3.1 (ii).

If transport services are provided, the Parties agree to refer to Article L133.3 of the French Commercial Code .

If the Customer refuses to accept the goods, or if the Customer defaults for any reason whatsoever, all initial and additional costs due and incurred by the Service Provider in respect of the Services shall remain payable by the Customer.

3. Customs formalities

All handling, customs and insurance operations are at the expense and risk of the Client, which is responsible for checking shipments on arrival and, if necessary, reserving its rights of recourse against the carriers.

In the event of shipment by the Service Provider, whether or not at the express request of the Customer, the shipment shall be carried out in accordance with the conditions set out in the quotation previously drawn up by the Service Provider, and in any event under the Customer's sole responsibility, the Service Provider acting exclusively as the Customer's agent, and subject to the carrier's full liability under the conditions of the French regulations in force.

Under no circumstances can the Service Provider be held responsible for the mode of transport chosen by the Customer, if any, and the rate applied by the carrier.

ARTICLE 4 - Health, Safety, Environment (HSE)

The Service Provider is responsible for the proper performance of the Services, as well as for the selection of the resources to be used for such proper performance comply with the Health, Safety and Environmental rules established in accordance with current French regulations.

The Service Provider undertakes to perform the Services in a professional manner and with all due care and, in particular, to comply with the applicable rules of the trade specific to each type of Service performed and with the specifications set out in the Order.

The Service Provider undertakes to perform the Services in accordance with the safety and service quality criteria, as well as with the Risk Prevention Plan(s) drawn up before the start of the Services, where applicable.

During the performance of the Services, the Service Provider undertakes to:

• comply with the safety instructions set out in the Risk Prevention Plan(s) drawn up with the Customer, and ensure that its employees comply with them,
• take all necessary safety measures to provide a safe and healthy working environment, in order to avoid any risk to the health and safety of its Customer's employees, its own employees, its subcontractors, where applicable, neighbouring populations and users of its products,
• report any anomaly or incident observed on the site to the Customer,
• [To be completed / validated by Dominique]

The Service Provider also undertakes to:

• comply with the Customer Site's internal regulations and all health, safety and traffic regulations in force on the Site,
• comply with the operating and safety rules for the Customer's premises and Site,
• comply with all regulations and standards applicable to the performance of the Services
• sign a prevention plan and a safety protocol with the Customer on the start date of the Services, where these are performed on the Customer's Site, to be renewed annually.

The Customer may provide the Service Provider with its own equipment for use by the Service Provider in the performance of the Services. Such a request by the Customer is made on the assumption, that the Customer has imperatively carried out all the regulatory checks required on each item of equipment, irrespective of the nature ther of (bridge, hoist, etc.), which the Customer acknowledges and accepts. If the said checks reveal anomalies or non-compliance, the corresponding equipment may not be made available to the Service Provider by the Customer.

ARTICLE 5 - Prices

Les tarifs et conditions du Prestataire sont ceux en vigueur au jour de la Commande, selon le devis et/ou la proposition commerciale préalablement établi(e) par ce dernier et accepté(e) par le Client, qui s’engage à en prendre connaissance au préalable.

Les prix sont indiqués à titre indicatif, sont exprimés en euros (€) et hors taxes (HT) et sont susceptibles d'être modifiés à tout moment par le Prestataire. 

Une facture est établie par le Prestataire et remise au Client après la réalisation des Prestations.

Les conditions de détermination du coût des Prestations dont le prix ne peut être connu a priori, ni indiqué avec exactitude, ainsi que la méthode de calcul du prix permettant de vérifier ce dernier, sont communiquées au Client ou font l'objet d'un devis détaillé, à la demande du Client conformément à la réglementation française en vigueur.

Les prix des Prestations sont indexés annuellement à la date anniversaire du Contrat, selon les indices de révision suivants applicables au titre des Prestations, hors prestations de logistique et/ou de transport :

• Bois brut : Indice SEILA  - Base 100, Janvier 2021
• Matière contreplaqué import (Eliotis) : Indice SEILA – Base 100, Janvier 2021
• PPI Carton   : Indice INSEE 10534585, indice de prix de production de l’industrie française pour le marché français, CPF 17.21 – Papiers et cartons ondulés et emballages en papier ou en carton
• Granule plastique : Indice INSEE 10534167, indice de prix de production de l'industrie française pour le marché français − CPF 20.16 − Matières plastiques sous formes primaires  
• Main d’œuvre : Indice 10562767 des taux de salaire horaire des ouvriers - Travail du bois, industries du papier et imprimerie (NAF rév. 2, niveau A38 CC) - Base 100 au T2 2017
• Energie : Indice 10534841, indice de prix de production de l'industrie française pour le marché français − MIG EBIQ − Énergie, biens intermédiaires et biens d'investissements
• Immobilier : Indice 1515333, indice de référence des loyers (IRL).

Si, pour quelque raison que ce soit, les indices susvisés définis pour la révision annuelle cessaient d’être publiés, cette révision serait faite en prenant pour base le dernier indice publié. A défaut de publication de ce dernier, les Parties conviennent de se réunir pour retenir l’indice de référence le plus pertinent, le cas échéant.

Tout impôt, taxe, droit ou autre prestation à payer en application de la réglementation française en vigueur, celle d’un pays importateur ou d’un pays de transit sont à la charge du Client. Les prix ne comprennent pas les droits, taxes, redevances et impôts dus en application de toute réglementation notamment fiscale ou douanière (tels que accises, droits d’entrée, etc.)

ARTICLE 6 - Terms of payment

Unless otherwise specified on the Order acceptance form, the payment terms granted by the Service Provider are as follows.

5.1 Payment deadlines

A deposit indicated on the quotation is required when placing the Order.

The balance of the price is payable in accordance with the terms and conditions indicated on the invoice: either in cash or in advance.

The price is payable in full and in one instalment within a maximum of thirty (30) days from the date of issue of the invoice,

5.2 Late delivery penalties

In the event of late payment and payment of sums due by the Customer after the deadline set out above, and after the payment date shown on the invoice sent to the Customer, late payment penalties calculated at the monthly rate of ten (10%) of the amount including VAT of the price of the Services shown on the said invoice, shall be automatically and by operation of law due to the Service Provider, without any formality or prior notice.

In addition, a fixed compensation for collection costs of forty (40) euros will be due in case of payment after the agreed date.

Late payment shall result in the immediate payment of all sums due to the Service Provider by the Customer, without prejudice to any other action that the Service Provider may be entitled to take against the Customer in this respect.

In the event of non-compliance with the terms of payment set out above, the Service Provider further reserves the right to suspend or cancel the provision of the Services ordered by the Customer.

No compensation can be validly made by the Customer.

ARTICLE 7 - Insurance

The Service Provider declares that it has taken out cover with insurance companies that are known to be solvent, covering the services defined in Article 1 and the liabilities arising therefrom. A certificate of insurance can be provided to the Customer on request, where applicable.

The Service Provider shall not be held liable by the Customer, who waives all rights of recourse, nor its own insurers, beyond the cover and amounts granted.

7.1 Scope of the cover

• Damage caused to third parties whose packaging has been entrusted to the Service Provider, including marking errors and handling and packing operations,
• In the event that packaging services are provided in accordance with the SEI standard, the conditions of Article 7.2 of are applicable to the Services carried out.

7.2 Amount of cover 

Operating liability:

• Direct consecutive bodily injury, property damage and consequential loss.
• Limited to three hundred thousand (300,000) euros per claim and per year.

Contractual liability: for direct material damage to goods or packaged materials, excluding any claim for indirect damage:

• Limited to one hundred and sixty thousand (160,000) euros per claim and per year
• Limited to eighty (80) euros per kg
• Limited to eighty thousand (80,000) euros per package, crate or container.

7.3 Exclusions 

Excludes:

• Damage resulting from theft, fire, explosion, lightning, storm, water damage, electrical damage and other damage to goods and merchandise entrusted to us.
• In all cases, damage resulting from the existence of a defect in the goods/products covered by the Service,
• Should the Service Provider carry out its work in accordance with the SEI standard, the cover exclusions relating to this standard are applicable (Article 8).         

7.4 Transport

Transport services considered to be ancillary to the Services and if they are carried out by the Service Provider benefit from the same cover limits specified in this agreement. In other cases, the limits of liability of the public or private carrier apply.

7.5 Value of goods entrusted

The value of the goods entrusted to the Service Provider is determined by the Customer. Should this figure exceed the limits set out in this agreement, the Service Provider may, at the Customer's request, take out any additional insurance policy. The Customer waives all recourse beyond the above limits unless otherwise specifically agreed between the Parties.

ARTICLE 8 - Liability of the provider - Guarantee - SEI Brand

8.1  General

In accordance with current French regulations, the Service Provider guarantees the Customer against any lack of conformity solely in respect of the Services it provides, to the exclusion of any negligence or fault on the part of the Customer or a Third Party.

The Service Provider's liability shall be limited to proven fault or negligence and shall be limited to direct damage to the exclusion of any indirect damage of any kind.

In order to assert its rights, the Customer must inform the Service Provider in writing of the existence of the non conformities within a maximum of 7 days of their discovery, failing which any action relating thereto shall lapse.

In all circumstances, should the Service Provider be found to be liable, the guarantee shall be limited to the amount paid by the Customer for the provision of the Services, excluding VAT, within the limits of the guarantee ceilings set out herein and the Service Provider's insurance.

8.2 SEI standard

SEI labelled packaging contracts are subject to the following provisions.

A - The production of packaging under the SEI label is guaranteed to comply with the technical recommendations issued by the Bureau Technique de l'Emballage Industriel.

Packaging services provided in accordance with SEI is also subject to the general terms and conditions set out below.

B - The Service Provider can only be held liable insofar the entirety of the Services are entrusted to the latter and in particular the choice of packaging method, the supply of packaging materials and products, the preparation of the packaging, the packaging of the goods, the wedging, closing and strapping of the packaging.

In the event of damage to goods and materials, the Service Providers guarantee, in its capacity as Approved Packer cannot be invoked and its liability cannot be called into question:

• When the packaging method has been imposed on the Service Provider by the Customer or its end customer,
• When all or part of the packaging, wrapping and protection materials or products have been imposed, applied or supplied by the Customer or its end customer,
• When incomplete and/or erroneous information has been given by the Customer concerning the goods or materials to be packed,
• When the information on the conditions of transport of the goods has not been transmitted to the Service Provider, is erroneous or incomplete,
• In the case of damage to goods or materials contained in packaging sold empty without packaging services,
• When the damage to the goods or materials, the object of the Services, is due to corrosion or oxidation, and the Customer has not accepted additional anti-corrosion packaging,
• When the damage results from the inherent vice of the object,
• In cases of fortuitous events or force majeure.

C - The guarantees provided for packaging manufactured under the SEI standard become null and void:

• In the event of abnormal storage or transport conditions (excessive temperatures, abnormal pressures, magnetic or radioactive elements, etc.) likely to damage the packaged goods or materials and/or their packaging, unless these abnormal conditions have been previously brought to the attention of the Service Provider in writing and the latter has expressly accepted them,

• In all cases where, as a result of corrosive agents, fire, parasites of all kinds, etc., the packaging is partially or totally damaged by external factors without its quality being called into question.

In the event of a dispute as to the quality of the packaging, the burden of proof lies with the Customer.

D - The guarantee is for the period for which the packaging was designed until it is opened, which must be done within one month of its arrival at destination. In the case of airtight packaging, the guarantee is extended to six (6) months from the date of written notification that the finished packaging has been made available.

Whatever the duration agreed between the Parties, it is formally specified that the Service Provider's guarantee ceases automatically as soon as the packaging is opened at any time, and whether this opening is carried out by anyone, including, where applicable, by the customs agents, unless the damage is noted and reported within three (3) Business Days of the first opening, the finding having to be made by a qualified expert or by a ministerial officer.

E - Responsibilities and insurance

In all cases where, either during packaging or as a result of a defect or deficiency in the packaging, the Service Provider's liability is called into question, it shall not exceed the compensation provided for in our insurance policies as indicated herein.

It is expressly agreed that the Service Provider's liability is limited to direct material damage to the formal exclusion of immaterial damage and any claim for commercial, moral or indirect loss, whatever its origin (damage, loss, delay, etc.).

Receipt of the goods extinguishes any action for partial damage or partial loss if, within three (3) working days of receipt, the Customer has not notified the Service Provider of a reasoned protest by extrajudicial act or by registered letter with acknowledgement of receipt. The Service Provider reserves the right to ascertain or have ascertained on site the causes and nature of the damage declared, and the Customer undertakes to give the Service Provider every facility for this purpose.

In the event of successive or staggered contracts, any delay in declaring the damage will result in the forfeiture of the guarantee for packaging, wedging and/or packing of the same nature, if, as a result of this delay, the Service Provider has not been able to identify and remedy any anomaly.

The limits of liability provided for may only be changed by prior, specific written agreement, resulting in a price increase.

The Service Provider shall not be held liable by the Customer, who waives all rights of recourse, nor its own insurers, beyond the guarantees and amounts granted by the insurers.

Unless otherwise agreed, the limit of liability shall not exceed the conditions and limitations provided for in the General Conditions of the Syndicat d'Emballage Industriel (SEI), namely:

"Amount of the guarantee. In all cases where, either during packaging, or as a result of a defect or deficiency in the packaging, the professional civil liability and/or liability after delivery of the approved packer working under the "SEI" brand guarantee is called into play, it is limited to:

• €80 per kilo of goods entrusted or packed,
• With a maximum of €80,000 per indivisible mass, package or box, or frame,
• and a maximum of €160,000 per claim,
• without the compensation exceeding the initial value of the goods, including packaging and transport.

It is expressly agreed that the liability of the Approved Packer is limited to direct material damage, to the express exclusion of any claim for commercial, moral or indirect damage.

Waiver of appeal. In the event of intervention by the Approved Packer outside its premises, the waiver of recourse shall relate to the amount of damage exceeding €750,000.

In the event of services being provided on the premises of the Approved Packer, the customer undertakes to waive recourse against the Approved Packer for all claims on the goods entrusted to it under the company's comprehensive insurance policy, such as: fire, explosion, water damage, lightning, climatic events, natural disasters, terrorist attacks, etc."[1].

F - SEI label guarantee

The SEI label guarantee is valid for the duration of the journey for which the packaging was designed, from the date of completion of the packaging until it is opened, with an overall period not exceeding 12 months.

G - Conditions for extending the guarantee

The responsibilities defined in application of the guarantee are normally covered by the insurance policies that must be taken out by the Service Provider in its capacity as Approved Packer in application of the statutory regulations of the SEI label.

If the Customer considers that these figures constitute an insufficient limit of liability for it, this can be modified by an extension of the guarantee by taking out special insurance, subject to prior and express written agreement, repeated for each operation, the possible additional cost of this additional insurance being passed on to it.

H - Customer information

The "Technical Specifications For Industrial Packaging" issued by the Bureau Technique de l'Emballage Industriel (BTEI), governing the conditions of execution of the packaging and allowing the latter to bear the SEI label, are permanently available to any customer and/or user who requests the production of packaging covered by the SEI label.

In the event of the adoption of new technical specifications in the execution of industrial packaging made under the SEI label or of modifications, even partial, to existing ones, a minimum period of one month shall be observed before any implementation, in order to allow for the full information of customers.

I - Directory and statutory regulations

Any user may at any time request from the SEI label management committee the communication of the directory of approved packaging companies and the communication of the statutory regulations.

J - Provision and storage

By express agreement, the Service Provider may postpone or refuse delivery or take over in its workshops, of goods or materials whose packaging cannot be immediately put into use.

Similarly, the packaged goods must be collected by the Customer at the latest fifteen (15) days after the Service Provider sends a notice of availability. After this period, any storage operations are no longer part of the packaging contract. They will be the subject of a dedicated commercial proposal drawn up by the Service Provider, and the signature of a dedicated contract or general conditions of sale, either with the Approved Packer, or, where applicable, with third-party companies.

K - Transport and handling

Any transport, movement and/or handling of goods or materials carried out in any place whatsoever and made necessary by the execution of packaging carried out under the SEI label constitutes an accessory to the packaging contract and thus benefits, within the same limits, from the guarantees specified in the above articles.

Any transport operation, or transport commission, which does not constitute an accessory to a packaging contract, shall not benefit from the above provisions under any circumstances. This is particularly true of long-distance transport, which can under no circumstances be considered an accessory to the packaging operations or included in the packaging contract.

L - Transport and handling faults

If, as a result of erroneous declarations, or in the absence of special instructions relating in particular to questions of weight, nature, specific fragility, slinging, location of the centre of gravity, special wedges, means of access to be used from the premises themselves, etc., handling causes damage to the goods or materials, the Service Provider may not be held liable.

ARTICLE 9 - Retention of title clause

The Service Provider retains all intellectual property rights to its Services, notwithstanding any request from the Customer, for the purpose of providing the Services to the Customer.

The Customer is therefore prohibited from reproducing or exploiting the said studies, drawings, models and prototypes, etc., without the express, written and prior authorisation of the Service Provider, which may be conditional on a financial consideration.

ARTICLE 10 - Intellectual property

Le Prestataire reste propriétaire de tous les droits de propriété intellectuelle sur les Prestations, nonobstant toute demande du Client, en vue de la fourniture desdites Prestations au Client.

Le Client s'interdit donc toute reproduction ou exploitation desdites études, dessins, modèles et prototypes, etc., sans l'autorisation expresse, écrite et préalable du Prestataire qui peut la conditionner à une contrepartie financière.

ARTICLE 11 - Corporate Social Responsibility (CSR)

Within the framework of the Services, the Service Provider and the Customer undertake to adopt a continuous improvement approach to reducing the environmental impact of the Services:

• By taking every initiative to prevent and minimise the consumption of energy, non-renewable resources, water and waste,
• By adopting a responsible approach to waste reduction and treatment,
• By integrating environmental criteria into the design and development of innovative products and services, throughout their life cycle,
• By involving its staff and any subcontractors in the implementation of environmentally-friendly practices,
• By measuring and communicating, as far as possible, changes in its greenhouse gas emissions,
• By sharing its CSR initiatives and any ratings, certifications or labels it has received.

ARTICLE 12 - Ethics and anti-corruption

Each party undertakes to comply with the regulations in force relating to the fight against corruption, including but not limited to the provisions of Law No. 2016-1691 of 9 December 2016 on transparency, the fight against corruption and the modernisation of economic life, provided that each of the Parties are subject thereto.

In the event of non-compliance with this clause and the conviction of either of the Parties in relation to the commitments made in this clause, the Orders may be terminated automatically with immediate effect, without prejudice to any recourse that may be brought against the Party concerned.

ARTICLE 13 - Confidentiality

Each Party undertakes to keep confidential all Confidential Information of any kind received on any medium in connection with the performance of this agreement.

Such confidential information includes these General Terms and Conditions of Sale, and all documents produced in the course of their application such as specifications, plans, drawings or designs, any technical, commercial or process know-how, financial or commercial information, security information or any other information concerning the business, products or services, or employees, of any nature, form or medium, except for documents which the Parties have expressly agreed to disclose to third parties and documents which are required to be disclosed by law or by any authority or court of competent jurisdiction (“Confidential Information”).

Each Party shall be responsible for compliance with this confidentiality undertaking in the name and on behalf of any natural or legal person it calls upon for the performance of the present Order.

This obligation shall not apply to information or data which has entered the public domain or to information or data concerning a Party to which the other Party has had legitimate access outside the scope of these General Terms and Conditions of Sale.

ARTICLE 14 - Protection of personal data

Each Party acknowledges that the personal data and the related processing are subject to the regulatory provisions relating to the protection of personal data, including in particular Regulation (EU) 2016/679 of 27 April 2016, and any local regulations adopted in application of or in addition to the latter (hereinafter together the "GDPR") and each of them undertakes to comply with the GDPR.

Each Party may collect and process the personal data of the other Party for the purposes of performing the Services and/or for the purposes of managing the file of Customers containing natural persons and/or for the purposes of managing its customers and prospects. In this case, the Party concerned is responsible for the processing of this personal data within the meaning of the GDPR and undertakes to comply with the said regulations.

The Customer may also be required to process personal data: as such, it undertakes to comply with the GDPR.

Any failure by the Customer to comply with the obligations relating to personal data shall constitute a breach of its essential obligations, which may result in the partial or total termination of the Orders, without prejudice to any other remedy available to the Service Provider, if applicable.

The Customer shall indemnify the Service Provider against all claims, costs, damages, fines, losses, liabilities and expenses (including attorneys’ fees and costs) suffered by the Buyer and caused by the Customer, directly or indirectly, as a result of a breach of the GDPR.

Personal data transmitted in the context of Orders and Services are collected by the Service Provider, whose Data Protection Officer can be contacted at: dpo@groupe-idea.com.

The processing of personal data is necessary for the performance of the Services and therefore has a lawful purpose based on legitimate interest.

Personal data is kept for the time strictly necessary for the company to meet its legal and regulatory obligations to keep civil, accounting and commercial documents, and for the time necessary to extinguish any legal prescription. Personal data is stored securely.

In accordance with the applicable regulations, any data subject may exercise his or her rights of (i) access, (ii) rectification, (iii) erasure, (iv) restriction, (v) objection, (vi) portability.

Any person concerned can exercise its rights by sending an email to the following address, together with proof of identity, if necessary: dpo@groupe-idea.com by describing the subject of the request or, if necessary, to the following postal address: IDEA Emballage, for the attention of the Data Protection Officer, 31 boulevard de Cadréan 44 550 Montoir-de-Bretagne.

If any difficulty concerning the processing of personal data, a complaint by be sent to the Commission Nationale Informatique et Libertés (the "CNIL").

ARTICLE 15 - Enforcement

In the event that either Party fails to fulfil its obligations, the defaulting Party shall have the right to request the compulsory execution in kind of the obligations arising from these General Terms and Conditions of Sale.

In accordance with the provisions of article 1221 of the French Civil Code, the creditor of the obligation may pursue this enforced performance after a formal notice, sent to the debtor of the obligation by registered letter with acknowledgement of receipt , has remained unsuccessful.

In the event of non-performance of any of the obligations incumbent on the other Party, the Party which is the victim of the default may request the termination of the contract in accordance with the terms and conditions set out in these General Terms and Conditions of Sale.

ARTICLE 16 - Force majeure

An event of force majeure is considered to be any unforeseeable and insurmountable event outside the control of the Customer and the Service Provider that makes it impossible to perform all or part of the contractual obligations.

The Customer and the Service Provider 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, defined according in French regulations in force.

The Party concerned shall notify the other party in writing within forty-eight (48) hours of the occurrence of the event of the existence of such a case, the characteristics and effects of the situation, the presumed duration of the situation, and the measures it intends to implement to limit its effects or to put an end to them. The contractual deadlines are extended for a period equivalent to the duration of the force majeure event.

The Party concerned shall furthermore make reasonable efforts to minimise the consequences and duration of the force majeure event.

The cessation of the force majeure event must be notified to the other party in writing within forty-eight (48) hours of the cessation. As soon of the event force majeure disappears, the Parties will make reasonable efforts to resume normal performance of their contractual obligations as soon as possible.

If the situation of force majeure persists beyond a period of ninety (90) days, the Parties may invoke a case of termination for force majeure, under the conditions defined in Article 16.2 below.

The Party which invokes force majeure is obliged to perform those of its obligations not directly affected by the alleged force majeure.

The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.

ARTICLE 17 - Termination of the contract

17.1 Termination for default

It is expressly agreed between the Parties that the Customer will be validly placed in default by the mere payability of the obligation to pay, in accordance with the provisions of article 1344 of the French Civil Code.

In the event of non-payment within the terms of these General Terms and Conditions of Sale, the Service Provider may terminate any Order by registered letter with acknowledgement of receipt sent to the Customer, ipso jure, subject to one (1) month's notice if said letter has remained without effect.

17.2 Termination for unforeseen circumstances

In the event of a change in circumstances that could not be foreseen at the time of acceptance of these General Terms and Conditions of Sale, in accordance with the provisions of Article 1195 of the Civil Code, the Party that has not agreed to assume the risks of excessively onerous performance may request a renegotiation of the Contract from its co-contractor.

In the event that one of the Parties wishes to raise a case of unforeseeability, the Parties undertake to organise a prior and compulsory attempt at conciliation.

To this end, the Party wishing to raise a case of unforeseeability must characterise, by notifying it by registered letter with acknowledgement of receipt within thirty (30) days from the knowledge of this case of unforeseeability, a change in circumstances unforeseeable at the time of the acceptance of the present General Terms and Conditions of Sale, stating elements external to the situation of the Parties that it was impossible to foresee at the time of the entry into force of the Contract and its intention to avail itself of the provisions of Article 1195 of the Civil Code.

The Parties shall meet within fifteen (15) days of receipt of such notification.

The Parties agree that any meeting held in the context of the negotiations undertaken shall be the subject of minutes of meeting dated and signed by all those present at the meeting.

The Parties undertake in good faith to make reasonable efforts to reach an agreement. A contract shall set out the new agreement, if any, between the Parties.

In the absence of agreement, this contract may be terminated by the Customer by registered letter with acknowledgement of receipt sent to the Service Provider, by operation of law, subject to three (3) months' notice and without compensation to the Service Provider.

17.3 Termination due to force majeure

Termination of the Order by operation of law for reasons of force majeure, notwithstanding the clause of Termination for fault of the Customer vis-à-vis its obligations set out below, intervenes thirty (30) days after a formal notice has been sent by registered letter with acknowledgement of receipt or any extrajudicial act by either of the Parties.

ARTICLE 18 - Independence of Clauses

If any provision of the General Terms and Conditions of Sale is rendered null and void by a change in regulations or by a court decision, this shall not affect the validity of and compliance with the other provisions thereof.

ARTICLE 19 - Jurisdiction

In the event of a dispute, the Parties shall take all necessary steps to reach an amicable resolution and to cooperate in good faith to this end.

In the absence of an amicable settlement, all disputes to which these General Terms and Conditions of Sale may give rise concerning its validity, interpretation, performance, termination and consequences shall be submitted to the Commercial Court of Saint Nazaire.

ARTICLE 19 - Language of the contract - Applicable law

By express agreement between the Parties, these General Terms and Conditions of Sale are governed by French law.  They are written in French.

In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.