General Terms of Sale

PREAMBLE

Business treated by our agents employees and representatives, binds us to the buyer upon acceptance in writing, and implies the complete conformity of the Plastics and Paper Industry Code (Code des usages des industries du plastique et du papier), along with our General Sales Conditions (GSC) of which we mention the principal points below.
The current General Sales Conditions (GSC) are systematically sent to the Buyer, so as to be able to pass an order. Consequently, placing an order implies that the Buyer conforms totally, without exception, to these conditions with the exception of other documents.
Under no circumstances, unless by written agreement by GIMEX INTERNATIONAL, can these conditions be changed. Acceptance even by tacit agreement of our GSC will prevail on the Buyer’s GSC.

1. ORDERS

1.1. Taking the order

For all requests a questionnaire must be completed beforehand to open a customer account.
The order is taken by our representatives during a customer visit or is sent directly to the Headquarters by facsimile at +33(1) 69 30 79 04 or by e-mail to: com@gimex.fr. The billing address, delivery address, client number, company stamp and the signature of the client under the printed name must appear clearly on the facsimile or e-mail or on the copy of the order sheet when sent to GIMEX
INTERNATIONAL. Modifications or cancellation of the order, by the Buyer, could be taken into account if sent in writing before the manufacturing process of the products starts, and with the express agreement of GIMEX INTERNATIONAL. Should GIMEX INTERNATIONAL not accept the proposed modifications or cancellation of the order, no deposits shall be returned to the Buyer. The seller does not deal in consignment stock.

1.2. Order confirmation

An order is valid by our firm only after GIMEX INTERNATIONAL’ s confirmation by sending an acknowledgement of order and when the order acknowledgment is returned with the date, printed name, and is duly signed and stamped by the Buyer.
The order acknowledgment consists of all the technical and commercial characteristics, along with the necessary instructions for the factory to produce. If no remarks, contestations or modifications are made by the Buyer in writing, within three (3) working days after the acknowledgment of the order, and on condition that these three (3) days are compatible with the delivery date requested by the customer, the acknowledgment of order will be seen as accepted in every respect by the Buyer.

2. DELIVERY TIME

Delivery terms or other information given on price lists, in brochures or orally shall not be binding. The sales confirmation alone shall be applicable. We agree to notify the buyer immediately in the case of a delay in contractually determined delivery terms (which are not to be deemed fixed deadlines unless agreed upon in writing). The purchaser has no claim to compensation for damages or termination of
the contract due to delayed delivery.
The dead line is valid from the day where we are in possession of all the elements necessary to the order processing and particularly the technical specifications. Interruptions of operations of the parties or of third parties, delays in delivery, failures of suppliers to deliver, lack of raw material or energy, interruptions in traffic, to the extent that such events were not foreseeable, as well as war, strikes, riots, official orders and other cases of force majeure shall release the affected party from its obligations, in particular, the obligation to deliver or accept, as long as the interruption lasts and to the extent that it affects the party.

3. PRODUCTION

No trials, prototype, or proof of printing will be carried out by our firm except on the Buyer’s request, and at the Buyer’s expense when accepted by our services because they lead to additional costs and a delivery date extension. The Buyer will check and accept the ready for press. Slight differences in shades, opacity and execution may occur compared to the “Ready for Press” slip, which are unavoidable in the manufacturing process, cannot justify neither goods refusal nor claims. Current technology does not allow for the exact replication of colours and nuances mentioned on the “Ready for Press” slip, or refusal in back to back (recto verso) printing.

4. SHIPMENT AND DELIVERY

All our goods, whether they are shipped or delivered directly by our branch, agency or warehouse are considered as departed from our warehouses, and always travel at consignee risks and perils (Article 100 and 133-3 of the commercial Code), whether they are shipped in postage due (on consignee behalf) or carriage paid (Franco). In case of loss or damages during the shipment, the consignee should exercise his appeal against the carrier himself and settle the totality of our invoice amount. Copy of this letter shall be sent to GIMEX INTERNATIONAL’ s head office address, by email or regular Post, to register the claim pursuant to Article 7 of the GSC. The order delivery depends on the payment of any previous invoices.

5. PRICES

5.1. Tariffs

Our indicated prices do not include VAT. They are established, taking into account current economic conditions and could vary, depending on changes in raw material prices and the Salary Index on the date of delivery of the order. This is based on the official index of the Extrusion Federation. Any increase of more than 3% on the finished product, GIMEX INTERNATIONAL reserves the right to cancel the order in case of non-acceptation of the tariffs by the Buyer. Our prices never include plate costs, graphic costs and/or technical costs which are always at the Buyer’s expense.
Important : In cases of any new tax being created or coming into law between the date of the order from the client and the delivery (e.g. Eco-Tax, Anti-dumping) GIMEX INTERNATIONAL can pass on this / these extra cost(s) to the Buyer by adding it onto the selling price.

5.2. Penalties for late payment

Failure to pay by the due date on the invoice will immediately lead to a demand of payment for all outstanding invoices even those not at their due date, and will bring about a late payment penalty equal to 1.5 (one point five) times the legal interest rate in force at the date of the due date mentioned on the invoice. The penalties for late payment are due without any reminder from GIMEX INTERNATIONAL.
This measure is mainly carried out in the case of the cessation of the activity or because of a winding up order. Any invoice not paid by its due date, GIMEX INTERNATIONAL will be forced to suspend all deliveries along with any financial advantages previously agreed (e.g. discounts, rebates, RFA, RFT) without prior notice until all outstanding invoices are settled. This suspension will be at the Buyer’s expense and he accepts the consequences of such actions totally, notably any price increases, delivery delays or storage costs.

6. PAYMENT

Our goods are to be paid for upon delivery or collection. In cases of costs due to late payment (bank charges, disagreements, summons, Court injunction..), these will be at the Buyer’s expense. In cases of delays in payment, over 10 days, leads automatically to a discount suppression. Moreover, any delay in settling invoices by the Buyer, GIMEX INTERNATIONAL will cancel or suspend any outstanding orders until full payment is made. Any discount or rebate deducted by the Buyer, means he must make the VAT adjustment.
Regarding payment terms (due date) only the official administrative calendar serve as a reference and in particular all the shipment until the 25 of each month are liable of the value on the current month. In the case of litigation or judicial recovery or bailiff/sheriff intervention, due to the buyer’s insolvency, 15% compensation will be added to the amount outstanding. The above-mentioned compensation is a penalty clause, thus waiverable and will be enforced and due for payment without notification or any other such formalities.

7. CLAIMS AND RETURNS

7.1 Claims

The Buyer must verify and check the goods delivered upon arrival and make known their reservations and observations and claims when justified. The Buyer must take the necessary steps and confirm his reservations in writing by registered letter to the haulage company who shipped the products within 48 (forty-eight) hours of reception of goods. A copy of the above-mentioned registered letter should also be sent to GIMEX INTERNATIONAL, in order to register the claim. If the delivered products do not conform to the delivery docket, in quality or description, the Buyer must, without fear of repercussions, contact GIMEX INTERNATIONAL in writing (head office address, by email or regular Post) within 2 days upon reception of the goods and at the same time knowing about a latent defect which is considered as being a brief delay, with respect to Article 1648 of the civil Code. It is up to the Buyer to take the necessary steps, in the certain timelines, and in accordance with article L. 133-3 of the commercial Code to cover any eventual damage during transportation, in case of average or missing goods. Such claims can only be valid if the Buyer makes a formal claim and proves that the damage, average and/or missing products, even partially, were existing when the delivery is made.

7.2. Returns

Only returns of faulty goods, in accordance with the guarantee and approved in writing by our services, can be accepted. The products concerned must have been sold by GIMEX INTERNATIONAL to the buyer within six (6) months of delivery, after this period, no products can be returned.
They can be returned if the product is defective, partially or totally, to allow its normal use and or prohibits the resell to the customer. A “defective product” is defined as any product demonstrating a latent defect which totally or partially prohibits the correct use of the product and/or the resell of the product to the consumer. The warranty does not cover any mis-use of the product by the Buyer (the products must be used and maintained under normal conditions and in accordance with the documentation, information and advice furnished by GIMEX INTERNATIONAL). GIMEX INTERNATIONAL reserves the right to check and test any returned goods. Returned goods will be taken recorded, only when the defect is proven. In the case of accepting defective products, alleged by the Buyer, GIMEX INTERNATIONAL agrees to take back the defective goods, indicating the reason, description (bar-code) and the product quantities for return. Delivery address for the returned goods will be chosen by GIMEX INTERNATIONAL after confirmation by the commercial service. It will be followed by, at the discretion of GIMEX INTERNATIONAL a replacement of the defective goods depending on the availability of products. Should the products not be returned exactly in the conditions previously defined, GIMEX INTERNATIONAL will not accept and will refuse the defective products. The cost of proven defective returned goods will be at GIMEX INTERNATIONAL’s expense. Returned goods cannot, under no circumstances, lead to delayed payment of the invoices, by the due date, or the right to have a credit note.

8. PRODUCTS DIMENSIONS

The dimensions of our products mentioned on the confirmation order correspond to the exterior dimensions, margin and soldier included.

9. AVERAGE TOLERANCES

9.1. Tolerance on products

For missing or defective products during delivery, the tolerance is +/- 2%.

9.2. Tolerance on dimensions

When the thickness of all the products is above 15μ, the following tolerances must be taken into account simultaneously:
+/- 8 % from one point to another for foils, films and bags,
+/- 5% on the average weight of 2 normal bobbins, at least for the films and foils and
+/- 5% on the average weight equivalent to 2 normal bobbins at least, for the bags.

9.3. Tolerance on quantities to special orders

For bags, cover or layer without print, the tolerance is more or less 15% for the quantities ordered between 0 and 10.000 units, more or less 10% for quantities between 10,000 and 100,000 units and more or less 5% for quantities above 100,000 units.
For the Ice.bag® personalized products, a tolerance of more or less 3% will be accepted.

10. INTELLECTUAL PROPERTY

GIMEX INTERNATIONAL remains sole and exclusive owner of all its Intellectual Property Rights (IPR). No intellectual property rights are transmitted by GIMEX INTERNATIONAL to the customer through this agreement. The Buyer will acquire no rights on tools, processes, methods, know-how or exploit knowledge used or given by GIMEX INTERNATIONAL with the customers the Buyer has access to.
The Buyer agrees to respect all of the Intellectual Property Rights of GIMEX INTERNATIONAL and declares that he knows them perfectly. The client is forbidden to reproduce or have third parties reproduce, even partly, our brands, designs and/or models, or any other Property Rights that is owned by GIMEX INTERNATIONAL, knowing that it prosecution and/or distributing information to third parties, by any means, that results in the reproduction, even partial, of the Property Rights. Any reproduction, even partial, of GIMEX INTERNATIONAL’s catalogue (images, photos, logos, brands etc) electronically or on paper must have the expressed agreement of GIMEX INTERNATIONAL. The Buyer must request, in writing, and detail the context and need of such material, before any such publication mentioned above, can be made.
The Buyer will not benefit from any trademarks, trade names, texts, comments, designs, pictures, images, commercial leaflets, models, logos, or, non exhaustively, any other creation of GIMEX INTERNATIONAL, except with their prior written consent. The Buyer is not allowed to tell or give to third parties, either directly or indirectly, under any shape or form, even partial any of GIMEX INTERNATIONAL’s property Rights that he has access to.
The Buyer agrees not to communicate by Internet, apart from his own official site and after the expressed agreement from GIMEX INTERNATIONAL, any brands, logos, designs, commercial names, or any other Intellectual Property Rights that belong to GIMEX INTERNATIONAL.
It is forbidden to communicate in public the Intellectual Property Rights of GIMEX INTERNATIONAL through commercial means, advertising or paying promotions or presenting GIMEX INTERNATIONAL’ s products on other Internet sites such as online auction or shopping websites.

11. PERSONNAL DATA

Information collected by GIMEX INTERNATIONAL during any order made by the Buyer is deemed as necessary information in order to manage the Buyer’s order by GIMEX INTERNATIONAL’ s internal or commercial services. Pursuant to the provisions of the Law “Information technology and Liberty” n° 78-17 of 6 January 1978, the Buyer has the right to access, modify, oppose and withdraw any data that are concerning him/her by sending a letter to GIMEX INTERNATIONAL’ s head office.

12. JURISDICTION

French law shall be applicable and the place of performance for all obligations shall be our principal place of business in Palaiseau, France. In case of claims about the meaning or the execution of these GSC rules, and except when an amicable settlement has been agreed between the parties, the French Commercial Court of Paris shall always be competent. This clause is applicable in the référé proceedings, incident demand or plurality of claimants, and notwithstanding the type of payment chosen. Jurisdiction clause that may be written on the Buyer’s documents are not binding to GIMEX INTERNATIONAL.

13. PROPERTY RESERVE CLAUSE

Pursuant to article 65 of the Law n° 67-563 of 13 July 1967, amended by the Law n° 90-335 of 12 May 1980, it is expressly agreed between the parties that GIMEX INTERNATIONAL remains owner of the products, even if the delivery occurred, until the full payment of the goods is entirely made by the Buyer. The price of the goods shall mean the price that has been billed, in principal, plus expenses and interest. As a consequence, the Buyer cannot transfer any ownership on the products until complete transfer of property occurs. In case of non-payment by the Buyer, GIMEX INTERNATIONAL, without prejudice, can consider automatically and without any formalities that the sale is terminated and request the products restitution at the Buyer’s costs and risks.