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GENERAL TERMS AND CONDITIONS OF SALE

Section 1 - General principles

The present terms and conditions of sale apply integrally to all sales made, out of France, by POLYREY Company (hereafter called “POLYREY”).

They take precedence over all general purchasing conditions or all other documents emanating from the client, regardless of their terms.

All orders sent to POLYREY imply the unreserved acceptance of POLYREY prices and of the present terms and conditions of sale.

All other conditions emanating from the client (provided that these do not contradict the present clauses) will only be considered valid if they have been accepted by POLYREY beforehand and expressly.

The fact that POLYREY does not invoke one or another of the present terms and conditions of sale at a given moment may not be interpreted as constituting renunciation of the possibility to later invoke any of the said terms and conditions.

The information about the products included in products catalogs and sales brochures, and more generally in any advertising and promotional material, shall be of an indicative character and consequently shall not commit POLYREY who therefore retains the ability to change all or part of the items and elements featured therein.

 

Section 2 - Applicable law – Resolving dispute

2-1 The sales made by POLYREY – and more generally the commercial relationships existing between POLYREY and the Client – are governed by the provisions of French law.

2-2 It is expressly stated that in the event of litigation of any kind, dispute relating particularly to the validity, performance, enforceability or difficulty interpreting the T&Cs or, more generally, concerning relations between POLYREY and the customer, jurisdiction shall be entirely assigned to the competent courts within whose jurisdiction POLYREY’s registered office is located, unless POLYREY prefers to have the dispute heard by any other competent court.

This clause is applicable even in event of a ruling in chambers and notwithstanding multiple legal proceedings or defendants, or introduction of third parties and regardless of the mode and modalities of payment as accepted in the conditions hereafter set out by POLYREY.

 

Section 3 - Orders

3-1 Placing orders

All orders must be placed in writing (by fax, email or letter). Therefore, an order placed verbally by the customer must be confirmed by the customer in writing and include all of the required information to enable POLYREY to process this order, in particular the references and quantities of the products ordered, delivery date required, price, etc.

Any order placed by the customer is valid only after delivery by POLYREY of an order receipt acknowledgement from POLYREY, indicating the terms of the order as accepted by POLYREY, it being specified however that delivery of the order by POLYREY constitutes confirmation.

POLYREY has complete freedom to decide not to process orders placed – in particular with regard to the quantities of products concerned by said order or the availability of products contained in the order or insufficient coverage of the customer in respect of POLYREY's risks management policy. More generally, no rejection of an order by POLYREY shall constitute a fault or entitle the customer to compensation.

 

3-2 Order modifications or cancellations:

Except in cases of force majeure, no purchase order may be cancelled, totally or partially, or, in more general terms, modified by the client when the said order is being processed by POLYREY, unless POLYREY agrees thereto in writing. Client shall bear any prejudicial consequences undergone by POLYREY in relation with the said cancellation or modification, in particular regarding costs of repackaging products.

3-3 The customer’s order is not transferable without the prior and written agreement of POLYREY

 

Section 4 - Changes in products, price lists and terms & conditions of sale

POLYREY reserves the right at any time – in particular taking into account market fluctuations – to change its products, price lists or terms and conditions of sale in any way, subject to the supply or distribution agreements concluded by POLYREY with his contractors, who would specifically define the regime of these modifications.

These modifications may therefore affect an order in progress if justified by the general or specific context of the order (in particular changes to the legal and regulatory context, increase in duties and taxes of any kind, increase in manufacturing or transport costs).

 

Section 5 - Deliveries

5-1 Terms of delivery:

Unless otherwise stipulated, sales are made in advance and are governed by the Incoterm (ICC 2010 edition) EXWORKS developed by the International Chamber of Commerce – the agreed place of delivery being POLYREY’s registered office or any place designated for that purpose by POLYREY.

Consequently, the delivery is considered to be made on the date on which the products are actually provided to the customer and before the products are loaded. Loading operations shall be at the customer’s exclusive responsibility and expense.

POLYREY reserves the right, as appropriate, to deliver in full or make split deliveries, without any compensation for the customer.

 

5-2 Collection of the products

The customer shall take ownership of the products ordered at the place, date and time indicated by POLYREY. To this end, before any delivery the customer shall take all measures to ensure that the delivery is made in complete safety and in general to ensure that this operation is carried out under the most favourable conditions and in strict compliance with the terms stated for this purpose by POLYREY.

The customer shall compensate POLYREY for any costs incurred by POLYREY – and any damage suffered by POLYREY – directly or indirectly related to the late collection by the customer of the products ordered (particularly invoicing of storage costs), without prejudice to POLYREY’s right, if it wishes, to terminate the order in question at the exclusive fault of the customer and any other legal remedies or actions available to POLYREY under the law.

If POLYREY notifies the client that the products are ready for delivery and the client asks that collection be suspended, delayed or carried out in installments, the price of the products will be immediately due.

POLYREY shall not be liable for any deterioration of the products made ready for delivery to the client, when the client has not collected the products in due time.

The client will be invoiced for any costs or expenses arising where POLYREY has, at the request of the client, organized the transportation of the products. Such requests by the client are subject to prior acceptance by POLYREY. POLYREY will not be held liable for any changes resulting out of, or in connection with, such transportation and the organization thereof.

 

5.3 Transfer of risks

As from the date of delivery – as defined by the Incoterm CCI applicable – the products will be in the care of the client, who must bear all risks which they may suffer or to which they are subject, for any reason whatsoever, even in cases of force majeure or acts of a third party.

The client will take out an insurance policy for the benefit of POLYREY, covering risks related to the products as from the transfer of the risks until the transfer of ownership. He must demonstrate payment of the premiums immediately upon request from POLYREY, and inform the latter at the earliest opportunity of any events likely to affect the insurance policy.

 

5-4 Delivery lead times:

POLYREY will make every effort to deliver the products to the client within the lead time agreed on the order confirmation by POLYREY.

Nevertheless, delivery lead times are given for information purposes only, and are purely indicative and cannot give rise to damages, penalties or cancellation of orders. In addition, delivery lead times are dependant on the receipt, in due time, by POLYREY of all the information required from the client.

 

5-5 Force majeure:

Force majeure or events beyond a reasonable control of POLYREY release POLYREY, at his discretion - temporarily or definitively - from any commitment to deliver, without this giving rise to compensation for the client. Such a situation includes, but is not limited to, the following events:

  • Destruction affecting all or part of POLYREY’s facilities.
  • Serious public disorders, wars, strikes, riots, government actions, epidemic, blocking of means of transport and communication.
  • Natural catastrophes, cold snaps or similar.
  • Technical downtime, stock depletion or any delays by POLYREY’s suppliers.

And, in general, any events or causes beyond POLYREY's control, hindering and/or stopping the supplies and/or deliveries of POLYREY or those of its suppliers, service providers and/or subcontractors, and preventing in good faith POLYREY from delivering the products ordered.

 

5- Packing and packaging:

The products ordered are provided by POLYREY packaged in consideration, particularly, of the type of transport defined in the order. It is recalled that said packaging is considered by the customer as being suitable to protect the products – the customer thereby releasing POLYREY from any action against POLYREY on that basis. Within the scope of the order placed by the client, POLYREY may, at the client’s request, be led to place labels on products – and more generally on packaging – that may prove necessary for the client to market the said products (on territories of destination). The said labels will be supplied either by POLYREY or the client, to their prior agreement.

 

Section 6 - Conformity – Acceptance

6-1 Reservations:

Upon delivery (see Article 5 of the T&Cs), the customer shall verify the nature, condition, quantity and quality of the products and in general the conformity of the products delivered to the content of the order concerned.

To this end it is stipulated that:

- all orders are checked beforehand by POLYREY before leaving POLYREY’s warehouse. Any order leaving POLYREY’s warehouse is therefore presumed compliant and it is the customer's responsibility to provide proof, as well as of the existence of the non-conformity, that it is attributable to POLYREY;

- for products not included in POLYREY’s catalogues, by-products, as well as special products, a tolerance regarding the quantity of products delivered compared with the quantity of products ordered shall apply, under the following conditions. This tolerance is set at a maximum of 10% of the quantity of products ordered for the following products:

For products called HPL, PANOPREY, POLYFORM, PLACAGE and PU METAL, the tolerance applies for a maximum of ten (10) sheets,

For the product called COMPACT, the tolerance applies for up to one (1) panel per six (6) sheets delivered.

This tolerance, accepted by the customer at the time of ordering, excludes any liability on the part of POLYREY and/or any reservation issued by the customer.

Under all circumstances, any reservation or dispute relating to the conformity of the delivery shall:

- on delivery of the products, be mentioned by the customer explicitly and in detail on the counterfoil of the delivery slip kept by the carrier with the date, time and signature of the recipient. In general, the customer shall, within the time frames and manner required by current regulations, maintain all avenues of redress against third parties responsible for shipping the products ordered and,

- be notified to POLYREY within seven calendar days and confirmed to POLYREY by recorded-delivery letter. The customer shall provide all documentary evidence concerning the faults observed and take all measures so that POLYREY may investigate them and rectify them where appropriate.

The client must prove the existence of shortcomings in addition to any faults concerning the products. POLYREY reserves the right to carry out any verification on-site. The client agrees to allow POLYREY or any person duly authorized by POLYREY total liberty to carry out any verifications and/or inspections which he considers necessary and enables unimpeded access to POLYREY to do so.

Only POLYREY or any person duly authorized by POLYREY may carry out these inspections and verifications.

6-2 Return of the products

No product may be returned without POLYREY’s prior written consent.

Any product returned without the agreement of POLYREY shall be at the cost and risk of the customer and shall not give rise to a credit note. The customer shall compensate POLYREY for all costs that it incurs and any damage sustained by POLYREY directly or indirectly relating to said unauthorised return.

Any return request must be made by the customer within thirty (30) days from the discovery of the nonconformity or defect.

If the customer requests to return a product that it believes is defective or non-compliant, the customer must make the aforementioned product, pending the decision taken concerning this by POLYREY, available to POLYREY at the customer's premises. It is the customer’s responsibility to provide POLYREY with any information and documentary evidence concerning the defect or non-conformity stated; the customer shall give POLYREY any right and take any measures so that POLYREY may carry out itself, or via any person that it decides to use for this purpose, an inspection of the condition of the product that is believed to be affected or non-compliant. To this end, the customer shall, in particular, refrain from intervening itself or from using a third party for this purpose and shall take any measures to protect the integrity of the product presumed contaminated or non-compliant. The customer shall also return the products concerned at its own cost and risk at the request of POLYREY.

If the customer fails to observe these provisions, it shall be unable to take any recourse against POLYREY and the latter shall be exempt from any possible liability.

 

Section 7 - Liability

POLYREY guarantees to provide products that comply with applicable regulations and the characteristics described by POLYREY for each product. Therefore, POLYREY guarantees the customer that the products ordered shall be of a fair and marketable quality and comply with the corresponding product standards (EN 438, EN 14322, EN ISO 13894).

This guarantee is given only with regard to French and EU regulations, POLYREY's instructions relating to storage, transportation, use of products and AFNOR's general recommendations. In particular, the chipboard used in the manufacture of our products is exclusively intended for use in temperate regions. This guarantee shall not apply to products sold and stored in non-temperate regions.

For exterior façade panels, this guarantee shall only apply for uses that comply with construction rules and technical implementation instructions, in accordance with technical notices no. 2/16-1756 and no. 2/16-1757

The commitment made by POLYREY is therefore limited to this compliance guarantee.

In addition, POLYREY does not guarantee:

  • the conformity of the labels and, more generally, of any indication applied by POLYREY at the customer's request,
  • non-infringement of rights held by third parties, including intellectual property rights.  

In particular, it is up to client exclusively to respect the compliancy of characteristics and elements relating to the nature and qualities of the products ordered, to standards applicable on the territory where the ordered products are to be used and/or sold, and he shall be solely responsible on this score.

In the eventuality of products not being compliant, and insofar as it has been definitively recognized that such compliancy is POLYREY’s exclusive responsibility, this shall be strictly limited – at POLYREY’s discretion – to the obligation:

  • to replace non-compliant products by identical or similar products or,
  • to carry out refund of the price paid by client to POLYREY for non-compliant products without the client being able to claim any compensation, damages or termination/cancellation of the order from POLYREY or,
  • issue a credit note as settlements of all accounts.

 

Section 8 - Prices

The products ordered are sold at the price in force at the time of confirmation of the order by POLYREY. In the event of postponement of the delivery date at the customer's request, however, POLYREY shall be entitled to apply the tariff in force on the day of delivery.

Unless otherwise stipulated, POLYREY’s prices are stated based on collection from POLYREY’s registered office, excluding tax (VAT due in addition, at the customer’s expense) and in euros (€). Therefore, any taxes, charges, duties or other costs to be paid, in particular pursuant to national or community regulations, shall be borne by the customer. The accounting and payment currency will be indicated on the confirmation of the order and on the invoice.

It is understood that the simple provision of a security creating an obligation to pay does not constitute payment as defined in this clause; POLYREY’s receivable owed by the customer shall remain with all the guarantees attached thereto, including the retention of title, until payment has been made in full.

No customer claim shall be deemed to permit the postponement of the agreed due date

 

Section 9 - Payment

9-1 Payment terms:

For initial orders concluded with new customers, payment shall occur on the delivery date.

Unless otherwise specified by POLYREY, payment is made thirty (30) days from the date of delivery of the products (see article 5.1).

The payment terms in force with the customer shall only apply to the extent that the customer remains eligible for sufficient coverage level under POLYREY’s risk management policy.

 

9-2 Means and place of payment:

Payments are made by transfer, cheque, draft or more generally any payment method explicitly accepted by POLYREY in advance.

Invoices are payable at POLYREY’s registered office or at any place indicated to the customer by POLYREY for that purpose

 

9-3 Discounts:

A discount of 0,30 % of the invoiced purchase price for early payment made at the date of delivery is granted to the client.

POLYREY’s products are invoiced to the client without the application of any other discount, except in the event that special conditions expressly apply. In particular, no discount is allowed for early payment.

 

9-4 Advance payment:

Any advance payment made by the customer to POLYREY shall be retained by POLYREY when the advance payment was paid to POLYREY in connection with an order confirmed by POLYREY and cancelled unilaterally by the customer.

 

9-5 Effective payment date:

Payment is considered to have been made to POLYREY when the corresponding funds have been effectively received by POLYREY

 

9-6 Non-payment – Late payment:

Any amount not paid by the due date shall give rise as of right to the payment of:

- late-payment penalties calculated on the amount of the outstanding sum due at the rate of three times the legal interest rate in force. These penalties run from the day following the settlement date on the invoice until full payment of the amount due.

- flat-rate compensation of €40 for recovery costs. When the recovery costs incurred by POLYREY exceed the amount of this fixed penalty, POLYREY reserves the right to request additional compensation upon providing corresponding documentary evidence.

In addition, the non-payment of a single invoice shall result, as of right and at POLYREY's discretion, in all other outstanding invoices due to POLYREY becoming immediately due, all the sums in question immediately accruing interest pursuant to the provisions of this paragraph.

POLYREY may also, at its discretion:

- suspend its obligations concerning the order affected by the delay as well as all orders being processed until full payment of the amounts owed by the customer;

- make the execution of orders in progress subject to the provision of guarantees or new terms (particularly new payment terms) giving any payment guarantees to POLYREY and deemed satisfactory by POLYREY;

- cancel the order as of right, POLYREY being able to recover the products concerned if the customer fails to meet its obligation to return these products. This cancellation shall not only apply to the order being processed but also, if POLYREY so wishes, all or part of previous or forthcoming unpaid orders whether they have been delivered or are in the process of being delivered and whether or not their payment is due; All advance payments paid by the customer shall be retained by POLYREY

- offset the amount of the unpaid invoice with the amounts possibly due by POLYREY to the customer.

The aforementioned measures shall not obstruct POLYREY's right to also obtain the payment of any damages for the loss sustained by the latter.

Any deduction and/or offsetting by the customer are expressly excluded unless agreed in writing beforehand by POLYREY. If POLYREY cashes bills of exchange with deductions or offsetting made by the customer, this shall not constitute implicit acceptance by POLYREY of such practices.

 

9-7 Any deterioration of the customer’s credit, non-compliance by customer with the terms for outstanding amounts specified by POLYREY, if applicable, and, generally, any change – whatever the origin of the customer’s situation – may justify, by explicit agreement between the parties, the requirement to provide guarantees and/or specific payment terms defined by POLYREY, or even POLYREY's refusal to respond to orders placed by the customer.

 

Section - 10 Reservation of title clause

The products, the sale of which is governed by the t&cs, are sold with a clause expressly making the transfer of their ownership subject to full payment of the price in principal and incidental costs in accordance with articles 2367 a 2372 of the french civil code.

It is understood that the delivery of an instrument creating an obligation to pay, bill or other, does not constitute a payment within the meaning of this clause. Polyrey's receivable owed by the customer shall remain with all the guarantees attached thereto, including the retention of title, until the bill of commerce has been effectively paid, in accordance with these general terms and conditions of sale.

The customer shall continually ensure that products for which payment has not been made are identified as property of polyrey and cannot in particular be mixed up or the subject of a claim by third parties.

Products in stock are presumed to be those which are unpaid.

For information only, and without prejudice to the foregoing, the customer is informed that polyrey may – at its discretion – engrave an identification number on each product corresponding to the order number, accompanied by the polyrey logo and the year of manufacture.

The customer is prohibited from pledging or assigning ownership of the products as security in any form whatsoever.

The products may be repossessed by polyrey, at the customer’s expense and without prior summons, in the event of non-fulfilment of its obligations by the customer, without prejudice to the payment of any damages to polyrey. Polyrey and/or its carrier shall therefore be authorised to enter the customer’s premises to remove the products concerned by the retention of title clause. This procedure is not exclusive from other legal action or proceedings that polyrey may decide to undertake.

In case the products concerned by the retention of title clause are sold, the customer undertakes to record the resale price separately and in general to take any steps for the purposes of ensuring reconciliation between the amount thereby received from the sub-purchaser and the sale price owing to polyrey, to ensure that polyrey receives payment of this sale price.

In the event that the customer is the subject of insolvency proceedings, it undertakes to inform polyrey of this situation by recorded-delivery letter, within eight days of the judgment recording the opening of insolvency proceedings, such that polyrey is able to claim the products in kind included in the customer’s assets.

 

Section 11 - Non-disclosure – Intellectual property

11.1 The customer undertakes to keep confidential any information of which it becomes aware as a result of its relations with POLYREY – whether or not that information has been identified as confidential – and to use such information only within the strict framework of its relations with POLYREY. The customer shall make all arrangements for this commitment to be binding on its employees, the customer's liability being incurred in the event of disclosure of confidential information by said employees.

 

11.2 No element of the commercial relationship existing between POLYREY and the customer may permit the customer to claim the transfer to itself or any third party of any ownership right or right to exploit all or part of the intellectual property rights (whatever their nature, scope and/or origin) held and/or exploited by POLYREY concerning the products ordered and/or relating to these products.

The customer undertakes to observe the rights therefore held and/or exploited by POLYREY and not to undertake any action that may harm them and, in general, that may harm the interests of POLYREY.

 

Section 12 - Ownership of promotional materials

Promotional documents relating to POLYREY products, provided to the customer for the purpose of marketing said products, are the exclusive property of POLYREY. Those promotional documents are used under the customer’s sole liability and must be preserved and returned to POLYREY upon first request.

 

Article 13 - Personal data

In accordance with European Regulation no. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and the free movement of such data, personal data may be subject to automated processing by POLYREY for statistical purposes and for purposes of prospecting and monitoring the commercial relationship with the customer (ordering, invoicing, supply and commercial negotiations).

That processing is justified by the contractual or pre-contractual relationship existing between POLYREY and the customer and may also be based on legal obligations or POLYREY’s legitimate interests.

The customer is hereby informed that:

- the data controller is POLYREY and the recipient of the personal data is POLYREY;

- personal data shall be deleted as soon as it is no longer necessary and at the latest within ten (10) years after the end of the commercial relationship with the customer. In any case, the data necessary to meet a legal or regulatory obligation may be archived for the time necessary to fulfil the obligation in question;

- the data subject has the right to access, rectify or restrict the processing of his/her personal data, to erase, transfer or delete his/her personal data, to withdraw his/her consent and the right to lodge a complaint with the French National Commission for Information Technology and Civil Liberties (CNIL). He/she may also object to his/her personal data being used for prospecting purposes and generally to the processing of his/her personal data for legitimate reasons. The aforementioned rights may be exercised by contacting POLYREY by email at: datenschutz@ctm-com.de. He/she may give general or specific instructions respectively to a trusted third party certified by the CNIL or the data controller relating to the storage, erasure or communication of personal data after his/her death. He/she may appoint a person responsible for carrying out those instructions and modify them at any time. In the absence of instructions given during his/her lifetime, his/her heirs shall have the opportunity to exercise certain rights, particularly the right of access.

 

Article 14 – Proof convention

In accordance with Articles 1125 and seq. and 1366 and seq. of the Civil Code, exchanges of documents in electronic format between the parties will be proof of sending and their content, provided that the person from whom they emanate can be duly identified and that they are established and kept under reasonable conditions allowing to guarantee integrity.