General terms and conditions of sale

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1. Prices and Orders

1.1 Purpose and area of application

Any product order implies unreserved acceptance by the Buyer and full and complete adherence to these general terms and conditions of sale, which shall prevail over any other document held by the Buyer, in particular any general terms and conditions of purchase, unless a specific exception is agreed upon in advance by our company.

These general terms and conditions of sale apply to all sales of products and services by our company, unless a specific agreement is made in writing between the parties, prior to the order.

1.2 Duration of the offer

Unless a specific time period is fixed, the price offer will be binding on us for one month.

1.3 Amendment and cancellation

Cancellation or full or partial amendment of the order is not admissible or valid unless both parties are in agreement.

We may invoice the Buyer, if the cancellation or amendment is caused by the latter, for all costs and expenses incurred, in particular the raw materials and equipment used to prepare and execute the order.

2. Price

2.1 Sales Unit – Taxes and packaging – Conditions of transport

Sales Unit: Prices are given per unit, at 100 or 1000 units, depending on the type of product.

Taxes: Prices are given exclusive of tax.

Packaging: Packaging is included in the price. Unless otherwise stipulated in the offer, the choice of packaging is our responsibility.

Conditions of transport: The sale price is « ex-works », « carriage paid » or « free at border » depending on the case. In the case of sales « ex-works » and « free at border » for the transport of beyond the border, the goods travel at risk and peril of the customer. In the event of damaged or missing items duly recorded upon receipt and noted on the delivery note and the transport document, the Buyer is required to comply with the provisions of Article L133-3 of the Commercial Code.

2.2 Preliminary expenses

By way of a contribution to the preliminary expenses the following shall also be invoiced: all preparatory documents, studies, drawings, sketches, models and equipment produced on request from the potential Buyer and not followed up by any order within one month of the date on which the works are requested.

2.3 Amendment or revision of prices

The price offers are given for work produced, delivered and invoiced on the basis of the terms originally agreed upon by the Buyer and the Vendor. Any change to the said conditions by the Buyer (change in delivery time, technical specification, design involving an author’s correction, volume, logistics operations,…) mayentail a price amendment.

In addition, irrespective of the duration of the offer, validity of the prices can only be maintained if the cost of raw materials and transport remains stable. If these costs change, we reserve the right to review our price offers as a consequence.

The terms of application of price rises will be specified to the Buyer, either within the existing contracts or as part of the orders in progress.

3. Execution of the order

« Good-to-pull » procedure

The Buyer must sign a “press-proof” and / or “engraving proof”. We are not responsible for the typographic quality of the print-ready templates or the pages that we receive from the Buyer. Likewise, we are not required to correct spelling mistakes as well as linguistic and grammatical errors.

In the case where a shade check is done on a machine, only slight modifications can be envisaged. The first three hours of machine will be free, the following will be billed. Expectations will be billed as well.

NOTA : Any modification of the initial order by or on behalf of the Buyer will result in invoicing in "author corrections". The lost raw materials will also be billed.

3.2 Quantity tolerances

The Buyer shall accept, at the unit price of the order, deliveries by default or by excess of + or - 10%.

3.3 Quality tolerances

They shall be represented either by a color chart or by an error range. All work will be performed with the raw materials normally available. All special requirements must be communicated by the Buyer during the price request. Differences resulting from the nature of the work to be performed are explicitly accepted by the Buyer.

3.4 Identification

Unless otherwise stipulated by the Buyer, we are authorized to print our name, logo or company number on our products, provided that these data appear on the « Good to Pull ».

3.5 Property of manufacturing elements

The manufacturing elements are consumables required to complete the work, and remain our exclusive property, even if a participation fee has been charged in accordance with Article 2.2. We are not required to retain these items.

3.6 Equipment and materials provided by the Buyer

All equipment entrusted by the Purchaser must be insured by him in all places. It expressly discharges us from any liability whatsoever, among other cases of deterioration or loss, complete or partial, and for any reason whatsoever.

4. Delivery and receipt of goods

4.1 Delivery times

The delivery times accepted are those shown on our confirmation. They may be called into question if the Buyer does not provide, in due time, all the documents necessary for manufacture. Unless otherwise specified, the goods are deliverable and billable as soon as they are completed. We do not accept any compensation or late payment penalty as may be provided by the Buyer.

4.2 Reservation of title clause

The transfer of ownership of our goods is suspended until full payment of the price of these by the Buyer, in principal and accessories, even in case of granting of payment terms.

Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed unwritten, in accordance with Article L.624-16 of the Commercial Code. By express agreement, we may exercise the rights we hold under this retention of title clause, for any of our claims, on all of the goods in the possession of the Buyer, the latter being conventionally presumed to be the unpaid ones, and we may take them back or claim them for any unpaid invoices, without prejudice to our right of cancellation of sales in progress.

The Buyer may only re-sell any unpaid goods as part of the normal operation of its business, and may not under any circumstances pledge or grant its unpaid stock as surety. In the event of payment default, the Buyer shall be prohibited from re-selling its stocks to the amount of the unpaid goods.

This clause shall not prevent the risks of the goods being transferred to the Buyer upon delivery thereof.

4.3 Complaints – Refusal

The Buyer has the duty to examine the goods upon receipt. Disputes over the quantity delivered must be made by the Buyer within 3 days of the delivery date. Disputes as to quality must be made by the Buyer within the shortest period of time and not more than 2 weeks from the date of delivery.

Disputes will not be admissible if the goods have been stored under conditions detrimental to their good conservation. We may not under any circumstances be held liable for any hidden defects, nor

be held liable beyond the value of the goods recognized as defective. Buyer may not incur any costs without our prior consent.

4.4 Use of goods

The goods are deemed to be used within six months of their production. Given the specific nature of the material used and its sensitivity to climatic and atmospheric fluctuations, we cannot be held responsible for the inconvenience resulting from late use.

5. Payment

5.1. Invoicing of goods

It is made at the time of shipment or, in certain cases, of goods kept by us at the time of their making available. However, we may eventually keep the goods available to the Buyer for a period of 2 months.

At the end of this period, we will automatically charge storage fees representing 1% of the value of the goods per started calendar month and the goods themselves will automatically be billed no later than 6 months after their date of availability, then either shipped or destroyed.

A dispute over a given fraction of the delivery does not justify a refusal to pay for supplies that are not disputed.

5.2 Conditions of payment

Our invoices are payable at 30 days end of month, no discount will be granted for advance payment. Commercial bills sent to the Buyer must be returned duly accepted within the time limits set out by the law. At the beginning of any relationship, it is normal to ask the Buyer for a minimum deposit representing the value of the raw materials to be supplied and costs to be incurred.

In accordance with Article L441-6 of the Commercial Code, late payment penalties shall be payable from the day following the due date indicated on the invoice. The rate of these penalties is 20% per year, with a minimum fixed sum of 100 €. A fixed indemnity of € 40 per invoice will also be payable.

Recovery of debts through the courts of by any litigious body shall result in an extra 5% of the sum claimed, with a fixed minimum sum of 100 €. The same provisions shall apply in case of collective proceedings.

6. Respect of social dispositions

All orders will be executed in accordance with the laws and regulations in force concerning the rules of conduct set forth in the social commitment of our company and in accordance with the fundamental conventions of the ILO.

We certify that no product has been manufactured, assembled, or packaged by forced, prison, dangerous, concealed, and / or child labor.

7. Intellectual property

All technical and artistic documents given to our clients remain our exclusive property and must be returned to us at our request.

The Buyer undertakes not to make any use of these documents, which may infringe the industrial or intellectual property rights of our company and undertakes not to disclose them to any third party.

7.1 Literary, artistic and industrial property – Reproduction

When we realize in any form whatsoever, a work involving a creative activity within the meaning of the code of the intellectual property, the copyrights resulting from this creation and in particular the right of reproduction remain to us and are not transferred to the Buyer unless this is specified in a written agreement to this effect.

On the basis of the provisions mentioned above, as the creator of a computerized data system, images of a graphic tool, a matrix, a sketch, a model, diagrams, drawings , ... we benefit in terms of copyright protection from the provisions of the Code of Intellectual Property.

7.2 Literary, artistic and industrial property – Transfer

The written agreement of assignment of copyrights and in particular the right of reproduction must be express: it cannot result, neither from the fact that the creative activity was envisaged in the order, nor from the fact that it is the object a special remuneration, nor the fact that the ownership of the copyright material support has been transferred to the customer.

Unless there is a special exclusivity agreement, we may re-use an artistic creation produced by us previously.

7.3 Literary, artistic and industrial property – Right of Reproduction - Infringement

Placing of an order relating to the reproduction of an object or name which is protected by the code of the intellectual property implies, on the part of the Buyer confirmation that it has the right to graphically reproduce said objet or name.

The Buyer therefore holds us harmless, as of right, against any claims involving said right of reproduction.

8. Protection of personnal data

The collection of certain personal data concerning the Purchaser is necessary to the treatment of the services and to the fulfillment of the orders, as well as to the establishment of the invoices.

These data are strictly confidential and exclusively used for the good management of the Purchaser’s account. It is reminded that the Purchaser has a right of permanent access, modification, rectification and deletion of personal data concerning him.

To exercise this right, the Purchaser may send a request by email to the following address: « privacy.customers@autajon.com » or by postal mail to the following address:

Privacy Customer - Autajon Services 36 route d'Espeluche - 26200 Montélimar – France.

This request will be processed in accordance with the applicable legal and regulatory provisions.

9. Force Majeure

All registered orders include a reserve authorizing us to suspend, without compensation, our commitments in the following cases: strikes, lockouts, fires, bad weather and other cases of force majeure occurring both at home and at our suppliers.

10. Legal Competence

In the event of a dispute, and if an amicable agreement cannot be reached; only French Law shall apply and the Lyon Commercial Court shall have sole jurisdiction.