General terms and conditions of sale

ARTICLE 1 – GENERAL INFORMATION

1.1. These general terms and conditions govern the relationship between BRANDSTROM (a limited liability company with a capital of 15,244.90 euros, registered under number 311 139 422 RCS Nanterre, whose registered office is located at 60 avenue Charles de Gaulle, CS 60016, 92573 Neuilly sur Seine Cedex, France) (hereinafter referred to as "BRANDSTROM") and professional clients (hereinafter the "Client") concerning the supply of packaging accessories (hereinafter the "Products").

1.2. These general terms and conditions of sale form the basis of commercial negotiation. They prevail over any different or contrary clause appearing in the Client's documents, correspondence or orders, including its own general terms and conditions of purchase.

1.3. Any order for Products implies full and unreserved acceptance by the Client of these general terms and conditions of sale, the latter declaring and acknowledging that it has full knowledge thereof. Any derogation from the general terms and conditions of sale must be subject to prior, express and written acceptance by BRANDSTROM.

The general terms and conditions of sale may, where applicable, be supplemented by special conditions appearing in the commercial proposal sent by BRANDSTROM to the Client or the order confirmation issued by BRANDSTROM. In the event of a contradiction between the general conditions and the special conditions, the parties agree that the special conditions will prevail.

1.4. BRANDSTROM reserves the right to modify its general terms and conditions of sale at any time. The new general terms and conditions of sale will be applicable to the Client's orders subject to one month's notice being given to the Client.

1.5. The fact that BRANDSTROM does not invoke any of the stipulations of the general terms and conditions of sale cannot be interpreted as a waiver of the right to invoke them subsequently.

1.6. In the event that any clause of these general terms and conditions of sale is declared null, illegal or unenforceable, in whole or in part, the other stipulations will remain in force and continue to have full effect.

1.7. Unless BRANDSTROM agrees otherwise in advance and in writing, the Client is not entitled to assign to a third party the benefit of these general terms and conditions of sale or the rights they confer, in whole or in part, directly or indirectly.

ARTICLE 2 – PRODUCTS

2.1. The Products offered by BRANDSTROM cover a range of packaging accessories, such as tear tapes, reinforcing or closing tapes, specialty adhesives, paper or silicone film liners, handles that can be integrated into or clipped onto packaging, etc., as well as their application systems.

2.2. With the exception of the instructions and other documents accompanying the Products, the information, photos, drawings and associated texts appearing in BRANDSTROM's documentation are not exhaustive and are given for information purposes only and are not contractually binding, and BRANDSTROM cannot be held liable in any way whatsoever.

ARTICLE 3 – COLLABORATION BETWEEN THE PARTIES AND SAMPLES

3.1. In order to enable BRANDSTROM to satisfy the Client's requests, the latter undertakes to make available to BRANDSTROM all complete, precise and reliable information and details concerning its clearly expressed needs. BRANDSTROM cannot be held responsible for the consequences of any omission or error in the information provided by the Client.

3.2. BRANDSTROM will listen to the Client's requests and respect them, within the limits of feasibility, compliance with current regulations and the rules of the art of its profession. Where applicable, BRANDSTROM may send the Client samples of Products free of charge, subject to availability.

ARTICLE 4 – ORDERS

4.1. After discussion between the parties to validate the Client's needs, BRANDSTROM sends the Client a commercial proposal specifying the designation of the Products, the quantities, the prices, the terms of payment, the incoterm, etc. and including the technical data sheets for the Products. This commercial proposal is valid for one (1) month from the date of issue, unless otherwise stipulated on the quotation.

If the commercial proposal is accepted, the Client sends its order by email to BRANDSTROM. The order is deemed firm and definitive upon receipt by the Client of the order confirmation sent by BRANDSTROM.

As soon as the Client places its order with BRANDSTROM, the Client is considered to have accepted, with full knowledge and without reservation, the commercial proposal and all the terms and conditions contained therein, including these general terms and conditions of sale.

The benefit of the order is personal to the Client and may not be assigned without BRANDSTROM's agreement.

4.2. Any modification or suspension of the order requested by the Client is subject to BRANDSTROM's express acceptance and must be formalized by a written agreement, which will specify in particular the additional costs and deadlines resulting therefrom. In all cases, BRANDSTROM will be entitled to invoice the Client for costs already incurred in fulfilling the modified or suspended order.

4.3. The order expresses the Client's consent irrevocably. The Client may not therefore cancel it, unless BRANDSTROM expressly agrees to do so in advance and in writing. Failing this, BRANDSTROM will be entitled to demand execution of the order and full payment of the sums stipulated in the said order.

ARTICLE 5 – DELIVERY

5.1. Unless otherwise agreed between the parties, the Products shall be delivered according to the EXW incoterm (Incoterms® 2020 CCI) ex-works or warehouse and according to the terms and schedule agreed by the parties, as set out in the commercial proposal accepted by the Customer and/or any other document subsequently exchanged between the parties, such as the order confirmation.

5.2. Delivery times are provided by BRANDSTROM for information purposes only. Any delay in delivery shall not justify any cancellation of the order, damages, deductions, or penalties for the benefit of the Customer.

5.3. Regardless of the delivery conditions, it is the Customer's responsibility, at its own expense and under its own responsibility, to check or have the Products checked upon arrival. In the event of missing or damaged Products, or Products that do not comply with the delivery note, the Customer must:

• mention its reservations on the delivery note and immediately inform BRANDSTROM in writing,
• confirm its reservations to the carrier in the legal forms and within the legal deadlines, in accordance with Article L.133-3 of the French Commercial Code, with a copy to BRANDSTROM.

In all cases, BRANDSTROM will only take into account the Customer's notification of reservations if the carrier has witnessed the unloading of its vehicle by the Customer. The Customer's notification of reservations shall not justify a refusal to take delivery.

ARTICLE 6 – RECEIPT, RETURN AND REPOSSESSION OF PRODUCTS

6.1. Receipt of Products

Without prejudice to the measures to be taken with regard to the carrier, any complaint regarding apparent defects or non-compliance of the delivered Products with the Products ordered or the dispatch note must be made by the Customer by registered letter with acknowledgement of receipt addressed to BRANDSTROM within eight (8) days of the arrival of the Products at the Customer's premises or any other location designated by the Customer. After this period, no claim will be accepted.

The Customer is responsible for proving the existence of the defects or non-compliance it alleges and may not invoke any presumption of liability against BRANDSTROM. It must allow BRANDSTROM every opportunity to ascertain these defects or non-compliances and to remedy them.

In any event, once the apparent defects or anomalies have been noted by BRANDSTROM, BRANDSTROM's remedy will be limited to replacing the Products with identical or equivalent Products, to the exclusion of any other compensation.

BRANDSTROM shall not be liable for any defect found in the Products attributable to poor transport, storage or use of the Products by the Customer.

The Customer undertakes to take all necessary measures to ensure the storage and protection of the Products under normal conditions in order to allow BRANDSTROM to carry out, directly or through any third party of its choice, all necessary checks.

6.2. Repossession and return of Products

No return or repossession of Products may be made without the prior written consent of BRANDSTROM.

In the event that BRANDSTROM agrees to a return or repossession, the following cumulative conditions must be met:

• repossession is only permitted for Products sold by BRANDSTROM at the time of the repossession request
• the Customer must return the Product carriage paid, at its own expense and risk, to the location indicated by BRANDSTROM;
• the Product must be returned in perfect condition, protected or packaged in its original packaging, accompanied by a copy of the invoice and other documents or accessories; only Products returned in a condition allowing their resale will be accepted; Products that have been opened, damaged, spoiled or soiled will not be taken back;
• the repossession of the Product does not release the Customer from its obligation to pay.

Any repossession accepted by BRANDSTROM will give rise to the issue of a credit note to the Customer, corresponding to the accepted repossession price of the Products concerned, after verification of the condition of the Products.

It is specified that the fact that BRANDSTROM has agreed to the repossession of a particular Product does not give the Customer the right to obtain a repossession for other Products, even identical ones.

In any event, BRANDSTROM shall under no circumstances be held liable to the Customer, for any reason whatsoever, for any loss of customers, turnover or profit, loss of opportunity or loss of earnings, direct or indirect, related to defects or non-compliance of the Products delivered to the Customer.

ARTICLE 7 – RETENTION OF TITLE AND TRANSFER OF RISK

7.1.      BRANDSTROM retains ownership of the Products until full payment of the principal amount and associated costs has been received. Failure to pay any installment may result in the Products being reclaimed.

7.2.      Unless specific conditions have been agreed upon between the parties, the risks associated with the Products are transferred to the Client in accordance with Incoterm EXW (Incoterms® 2020 CCI) Ex Works or warehouse, as stated in the commercial proposal accepted by the Client and/or any other document subsequently exchanged between the parties, such as the order confirmation.

ARTICLE 8 – FINANCIAL CONDITIONS

8.1.      The prices of the Products are established in euros, excluding taxes and duties, based on the tariffs communicated to the Client. All orders are invoiced at the latest price communicated by BRANDSTROM to the Client.

Any additional Product requested by the Client that is not included in the order confirmation must be subject to a supplementary order.

If, in order to meet the Client's requests, the preparation of a commercial proposal by BRANDSTROM requires specific preliminary studies or research, but this commercial proposal is not followed by an order from the Client, these studies and/or research will be subject to a specific price, if applicable.

8.2.      Payments are made by bank transfer to BRANDSTROM's account, the details of which are shown on the invoice, within sixty (60) days from the date of issue of the invoice concerned.

Early payments are made without discount.

In the event that the Client owes sums originating from several invoices, payments will be applied primarily to the oldest invoices.

No claim or dispute shall authorize the Client to suspend payment of an invoice.

8.3.      Any delay in payment, whether total or partial, of invoices beyond their due date shall automatically and without prior notice result in the application of late payment penalties calculated on the unpaid amount, equal to three (3) times the legal interest rate in force on the date of invoicing.

In addition to late payment penalties, the Client must pay BRANDSTROM a fixed compensation of forty (40) euros for recovery costs, without prejudice to any additional compensation if the recovery costs incurred exceed this amount.

Any delay in payment may result, at BRANDSTROM's sole discretion, in the immediate suspension of any delivery of Products until full payment of all outstanding installments, late payment penalties and recovery costs.

ARTICLE 9 – WARRANTY AND LIABILITY

9.1.      In its capacity as a reseller, BRANDSTROM warrants that, to its knowledge, the Products are free from defects, that they are suitable for the purpose for which they are intended and that they have been manufactured in accordance with industry standards.

BRANDSTROM shall not be liable for any defect attributable to the transport, storage or handling of the Products by the Client. BRANDSTROM shall also not be held liable for the quality of the Products and/or their use by the Client.

9.2.      If BRANDSTROM's liability is established as a result of the non-performance or improper performance of its obligations under these general terms and conditions of sale, the total amount of compensation due to the Client shall not exceed an amount equal to the price of the order concerned.

9.3.      The Client is responsible for all information and/or declarations that it transmits to BRANDSTROM for the proper execution of the general terms and conditions of sale. It is also the Client's responsibility to ensure that BRANDSTROM's commercial proposal corresponds to the Products requested and the regulations applicable in its territory.

BRANDSTROM shall not be held liable, in particular under its duty to advise, for any error committed by the Client or omission on its part when accepting the commercial proposal by sending its order.

ARTICLE 10 – INSURANCE

 The parties declare that they hold, with a well-known insurance company, all the necessary insurance policies guaranteeing the financial consequences of their civil and/or professional liability for all bodily injury, material and consequential damage for which they may be held liable under these general terms and conditions of sale.

ARTICLE 11 – INTELLECTUAL PROPERTY

11.1.    All intellectual property rights (copyright, trademarks, patents, designs and models) relating to the Products and more generally to all documents provided by BRANDSTROM remain the exclusive property of BRANDSTROM, subject to the rights of third parties.

11.2.    The Client shall refrain from doing, causing or authorizing anything to be done that could harm, damage or prejudice the reputation or brand image of BRANDSTROM, its Products or any related intellectual property rights.

ARTICLE 12 – CONFIDENTIALITY

12.1.    The content of the quote, trade secrets, methods, know-how, analyses, tools and/or any technical, financial and/or commercial information of either party, and any document of any kind whatsoever, provided or exchanged in the context of their contractual relationship, shall be considered confidential information.

12.2.    Each party shall respect the confidential nature of the information exchanged and shall not disclose it or make it available to third parties without the prior written consent of the other party. Each party also undertakes to take all necessary measures with regard to its personnel, agents or employees, contractors or subcontractors, to maintain the confidentiality of this information.

Each party shall comply with the obligations resulting from this confidentiality clause for the duration of the relationship and as long as the confidential information has not fallen into the public domain in a regular manner.

12.3.    At the simple written request of one of the parties, the other party undertakes either to return any document containing the confidential information or to destroy it and provide a certificate of destruction. Under no circumstances may a copy of these documents be retained.

ARTICLE 13 – PROTECTION OF PERSONAL DATA

13.1.    In the context of their contractual relationship, each party is required to process personal data relating to the employees or legal representatives of the other party (in particular technical and commercial contacts), which may include, in particular but not limited to, information such as name, first name, email address, professional physical address or professional telephone numbers.

This personal data is protected by the provisions of the French Data Protection Act n°78-17 of January 6, 1978, as amended, and by the provisions of EU Regulation 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (hereinafter referred to as « the Regulation »), which the parties undertake to respect and to ensure that their employees / collaborators respect.

13.2.    Each party acts as data controller of this personal data with regard to the other party.

The processing of this personal data is based on the performance of the contractual relationship for the purposes of communication between the teams and monitoring the execution of orders and until the termination of the contractual relationship. The recipients of this data are those called upon to process this data in the context of their respective functions within each of the parties as well as any service providers involved in the context of their contractual obligations. This data may also be transmitted to internal departments in charge of accounting or litigation monitoring.

The data is kept for the entire contractual period and the legal limitation period.

The employees involved in the execution of the contractual relationship and the legal representatives of each of the parties have the right to access, rectify, erase, limit, port, oppose the processing of this data, and the right to define guidelines relating to the fate of their data after their death, which they may exercise either at the registered office of the other party or of their data protection officer when one is appointed. They have the right to lodge a complaint with the CNIL.

13.3.    In the context of their contractual relationship, the parties undertake to respect their respective obligations resulting from the Regulation and to respect all the prescriptions applicable to their activity emanating from a competent control authority. Each party guarantees to the other that it complies with the Regulation, in particular with regard to the security and confidentiality of personal data.

If necessary, if BRANDSTROM is required to process personal data on behalf of the Customer in the context of the execution of the general terms and conditions of sale, a specific agreement will be concluded with the Customer for the management of this processing in accordance with the Regulation.

ARTICLE 14 – FORCE MAJEURE

14.1.    BRANDSTROM's obligations will be suspended in the event of force majeure for as long as the circumstances causing this event of force majeure last, as defined by law and the jurisprudence of the courts.

Failure to comply with the delivery schedule resulting therefrom shall in no case be attributable to either party nor justify the slightest early termination of the order.

14.2.    During this period, BRANDSTROM will make its best efforts to find solutions to the continuation of its obligations. In any event, BRANDSTROM shall in no case be held liable to the Customer for any non-performance or suspension of its obligations and the Customer shall not be entitled to any compensation or termination or cancellation of its order.

ARTICLE 15 – TERMINATION CLAUSE

In the event of a breach by the Customer of any of its obligations under these general terms and conditions of sale, BRANDSTROM reserves the right, after simple notification of this breach to the Customer by registered letter with acknowledgment of receipt, to proceed immediately to the termination of the sale, without prejudice to any damages and interest.

ARTICLE 16 – REFERENCES

The Customer expressly authorizes BRANDSTROM to mention their collaboration, to quote the Customer, including the reproduction of its logo, and to use or mention the Products supplied to the Customer in the context of BRANDSTROM's own advertising.

This authorization is valid for communications made by BRANDSTROM on its website, to prospects and customers, to the professional press and other promotional information and commercial communication media.

ARTICLE 17 – NO PARTNERSHIP

Nothing contained in these general terms and conditions of sale creates or is deemed to create a partnership, joint venture, or employer-employee or principal-agent relationship between the parties, and no employee of one party shall be deemed to be or become an employee of the other party.

ARTICLE 18 – NOTIFICATION

Any notification that would be reciprocally made in the context of these general terms and conditions of sale will be properly and validly made by registered letter with request for acknowledgment of receipt and in case of justified urgency by fax or by electronic message, the deadlines being counted either from the day of delivery of said letter or its first presentation, the indications of the Post Office being authentic, or from the day of delivery of the notice of communication delivered by another means.

ARTICLE 19 – APPLICABLE LAW AND LANGUAGE

19.1.    These general terms and conditions of sale, as well as any related actions, are governed by French law, even if the Customer is of foreign nationality.

19.2.    These general terms and conditions of sale are established in French and English. In the event of a conflict of interpretation between the French and English versions, the French version of these general terms and conditions of sale shall prevail.

ARTICLE 20 – DISPUTE RESOLUTION

20.1.    In the event of a dispute between BRANDSTROM and the Customer relating to the validity, interpretation or execution of these general terms and conditions of sale and/or their consequences, the parties undertake to attempt to find an amicable solution by organizing a meeting to establish any action plan decided upon by mutual agreement or by resorting to a mediation process.

20.2.    In the absence of an amicable solution between the parties within one month, any dispute shall be subject to the exclusive jurisdiction of the Commercial Court of Nanterre, even in the event of a warranty claim or multiple defendants.