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GENERAL CONDITIONS OF SALE

 

 

These general conditions of sale, as well as the specific provisions of our various price lists, cancel, as necessary, the previous conditions of sale and are subject to change without notice.

Our articles, together with their specifications, form an inseparable whole which defines the technical characteristics and levels of conformity to which EMBELIA declares its commitment. The specifications can be downloaded directly from our website (link to be specified) or can be given to you, on request, by your sales representative.

 

          I.         ORDERS

 

Our prices do not constitute an offer. Answers to price requests are given as an indication, without any commitment on our part. The same applies to information provided directly or through advertising about our products. Orders, changes to orders and commitments are only binding on us if they have been accepted by us in writing. They imply full acceptance of our general and special conditions of sale and other provisions of our various price lists.

Cancellation of an order will only be effective after written notification and acceptance by us. In any event, the customer undertakes to accept delivery of the quantities produced before the stoppage of production, independent of any other liability that may be imposed on him.

 

         II.         SPECIAL PERFORMANCE CONDITIONS

 

The studies and tools produced for the manufacture of models specially requested by customers are and always remain, in any case, our property. The customer's contribution to the design and creation costs of these tools will be payable before they are produced and will not be refundable. We reserve the right to destroy any tools that have not given rise to the manufacture of articles for a period of five years.

In the case of products specially made to order for a customer, if it is technically impossible to guarantee that the quantities manufactured correspond exactly to the quantities ordered; the customer is obliged to accept delivery and to pay for the quantities manufactured, as long as the difference with the order does not exceed:

- + or -30% from 0 to 50,000 articles

- + or -20% from 50,001 to 100,000 articles

- + or -15% from 100,001 to 250,000 articles

- + or -10% from 250,001 to 500,000 articles

- + or -5% above 500,000 articles

 

       III.         INABILITY TO EXECUTE

 

Force majeure and unforeseen circumstances that release us from any obligation to manufacture or deliver include, among others, strikes, fires, floods, storms, lack or shortage of raw materials, energy, fuel and goods of any kind, furnace and machine accidents and interruption and shortage of transport.

 

       IV.         TRANSPORT

 

Unless otherwise agreed between the parties, all goods sold by us travel at the recipient's risk.

We will only be liable to the customer if we ourselves have concluded the relevant transport and insurance contract and if the customer has lodged a complaint with the carrier within the statutory time limits or within the time limits indicated in the documents accompanying the goods.

 

         V.         DELIVERY

 

If the customer does not accept delivery on the agreed date, all risks and incidental costs incurred from that day onwards will be borne by the customer and the sale will thus be at the customer's risk.

Any delay by the customer in accepting or requesting delivery in relation to the agreed deadlines (which may not exceed six months after the date of first manufacture) entails automatic liability, resulting in particular in the customer being charged for the costs of storing the goods and being invoiced immediately for the amount of the order, on being notified accordingly. Invoiced goods that are not collected within six months of the invoice date may be destroyed at the customer's expense, after the customer has been served with a formal notice that has remained without effect for a period of eight calendar days.

 

       VI.         LIABILITY

 

The customer undertakes to carry out a quality and visual inspection upon receipt of the goods.

On pain of foreclosure, the customer must submit its complaints in writing, accompanied by samples, within 30 days from the date of receipt of the goods in the case of an error or apparent defect and from the discovery of the defect in the case of a hidden defect, although we cannot be held liable beyond a period of 30 days from the date of receipt of the goods. 

 

In the event of a recognised manufacturing defect, our liability is limited, at EMBELIA's discretion, to the replacement or reimbursement of the defective goods, provided that the goods are returned to EMBELIA at the specified location.

Any breakage, shortage or defect involving a quantity of less than 2% of the total volume of the delivery will be considered acceptable and will not be subject to compensation.

In the absence of a specific agreement with the customer, the standard EMBELIA specifications apply.

We cannot be held liable for failure to observe the usual conditions of use. The products we sell must be tested for compatibility by the customer beforehand. The products are designed for single use and are therefore not reusable.

The delivery dates set out in the acknowledgements of receipt are only indicative and we cannot be held liable for compensation, penalties or cancellation due to late delivery.

Regardless of the nature, basis and terms of the action brought against EMBELIA, EMBELIA shall in no case be liable for any indirect damage, i.e. any financial or commercial loss (e.g. loss of profits, loss of orders, any commercial disturbance whatsoever) or any damage resulting from an action directed against the customer by a third party.

                   

Remaining dye ordered by EMBELIA due to the loss and/or cancellation of an order or the loss of a contract, regardless of the cause, will be invoiced to the customer for its value.

 

      VII.         PAYMENT

 

The goods are invoiced at the price in force on the day of delivery. Our invoices are deemed to be payable at our Registered Office within thirty days net from the date of invoice, unless otherwise agreed, without any deduction or setoff of any kind by the customer.

The payment date corresponding to this deadline or a mutually agreed different deadline is stated on the invoice.

For the first order, we reserve the right to require payment in cash or before delivery.

Similarly, if EMBELIA has serious or particular reasons to fear payment difficulties on the part of the customer on the date of the order or afterwards, EMBELIA is entitled to make acceptance of the order or its continued execution conditional on payment before delivery or in cash, on the limitation of its outstanding balance or on the provision of guarantees by the customer for the benefit of EMBELIA.

EMBELIA may require the customer to provide accounting documents in order to assess its solvency.

Our drafts or the acceptance by us of another method of payment do not constitute either novation or derogation from this clause.

Any payment made after the payment date indicated on the invoice will give rise, without the need for formal notice, to the application of late payment penalties calculated on the basis of three times the legal interest rate in force in France on the payment date indicated on the invoice. This penalty will be applied from the day following the payment date shown on the invoice until full payment.

A fixed allowance for recovery costs in the amount of 40 euros is also automatically due as of the first day of late payment.

In accordance with the provisions of Article L441-6 of the Commercial Code, we reserve the right to request additional compensation if the recovery costs incurred exceed the amount of this compensation.

In the event that EMBELIA has accepted the payment of supplies in several instalments, EMBELIA may demand immediately, by registered letter with acknowledgement of receipt, payment of the total amount due if only one of these instalments is not respected.

If, in the course of a contract with staggered deliveries, the customer does not pay for one of the deliveries on the due date, EMBELIA may withhold the goods to be delivered until full payment of the sums due in principal and interest.

In addition, all guarantees useful for the execution of the contract may be requested from the customer, prior to the resumption of deliveries.

In the event of non-payment of an invoice on its due date, EMBELIA may automatically terminate the contract by registered letter with acknowledgement of receipt, without prejudice to any possible claim for damages against the customer.

 

       VIII.         RETENTION OF TITLE CLAUSE

 

It is expressly agreed that EMBELIA retains ownership of the goods until full payment of the price in principal and interest, the delivery of a draft or other instrument creating an obligation to pay, but not constituting payment for the delivery.

However, as soon as the goods are delivered, the customer will become responsible for them. The customer therefore undertakes to take out an insurance policy covering the risks of loss, destruction or theft of the above-mentioned goods.

By express agreement, EMBELIA may enforce the rights held under this clause for any of its claims on all of its goods in the customer's possession, these being conventionally presumed to be those unpaid.

 

        IX.         DISPUTES

 

Our general conditions of sale prevail over all the general and special conditions of our customers.

The courts of the jurisdiction of our Registered Office will have sole jurisdiction for any dispute and only French law will apply.

 

        X.         CONFIDENTIALITY - PERSONAL DATA

 

All technical, commercial or other information or documents (and in particular our studies and plans) which we provide to the customer in any form whatsoever prior to a possible order or during the execution thereof remain our property and are subject to an obligation of confidentiality on the part of the customer, who may not disclose them to a third party without our prior written consent.

EMBELIA may collect personal data in order to record and process the customer's orders and/or to respond to requests for information.

The processing of the data subjects' personal data is subject to the General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016.

The customer may at any time exercise their right to information, access, rectification, opposition and deletion of their personal data, in accordance with the provisions of the local legislation in force. Requests can be sent by email to the following address:

DataProtection@sgdgroup.com by enclosing valid proof of identity or by post to SGD PHARMA - DJG/DataProtection - 14 Bis Terrasse Bellini - 92800 Puteaux.

 

       XI.         ETHICS AND ANTI-CORRUPTION

 

The customer must conduct its business with honesty and integrity and observe the highest ethical standards in the conduct of its business. This includes the prohibition of promising, paying or offering, or allowing the promise, payment or offer of any money or any item of value to any third party with the aim of obtaining an undue or illegitimate advantage. This also includes any unethical business activity or arrangement between the customer and any employee of EMBELIA, as well as any third-party company and/or person.

The customer accepts and acknowledges that in carrying out its business, it, its subsidiaries and any authorised agent and its employees must comply with French Law No. 2016-1691 dated 9th December 2016 on transparency, the fight against corruption and the modernisation of economic life ("SAPIN II Law"), as well as all other laws and regulations relating to any applicable anti-corruption regulations.

 

 

      XII.         OBLIGATION REGARDING ARTICLES MADE OF PET MATERIAL

 

For quality reasons, these articles must not be exposed to an ambient temperature of 45°C or higher, either during transport or storage. These products should not be exposed to heat or direct sunlight; in less than 20 minutes, the products can become damaged.