General terms and conditions of sale and custom manufacturing services

1. GENERAL PROVISION

These General Terms and Conditions of Sale and Custom Manufacturing Services (the “GTC”) apply to services provided to business customers, including cutting, processing, manufacturing, or other operations on materials, products, or components entrusted by the Customer (the “Entrusted Materials”), as well as to any related sales. They take precedence over any conflicting provisions in the Customer’s documents, unless expressly waived in writing. The contracting company is the one identified on the quote, the order acknowledgment, and the invoice. As part of its environmental and waste-reduction policy, the contract manufacturer may implement material optimization solutions that are compatible with the contractual specifications.

2. QUOTES – ORDERS – TECHNICAL INFORMATION

Quotes are valid for THREE (3) months unless otherwise specified. The contract is formed upon receipt of the order confirmation. Prior to performance, the Customer shall provide all relevant information regarding the nature, composition, value, sensitivities, handling restrictions, and special precautions for the Materials entrusted to the Contractor. The Customer guarantees the accuracy and completeness of this information. Any modification or cancellation after confirmation is subject to the prior written consent of the processor and may result in the billing of work and costs already incurred.

3. MATERIALS ENTRUSTED TO US – OWNERSHIP

The Customer retains ownership of the Materials entrusted to the manufacturer. Their delivery to the manufacturer does not entail any transfer of ownership. The Customer is responsible for their compliance, quality, and suitability for the ordered operations. It is the Customer’s responsibility to conduct or have conducted the necessary preliminary tests and to report any characteristics that could affect their processing. The contractor is not liable for any defect, damage, or non-conforming result arising from an inherent defect, an unreported sensitivity, insufficient information, or an incompatibility between the material and the requested process.

4. DELIVERIES – SHIPPING – DELIVERY TIMES

Delivery times are approximate and depend, in particular, on the receipt of the materials entrusted to us, technical information, production capacity, and transportation. No delay shall give rise to a penalty, withholding of payment, or compensation unless expressly agreed to in writing. When transportation is arranged as part of the service, the terms of delivery and the transfer of risk are governed by the Incoterm® 2020 specified on the acknowledgment of receipt. Otherwise, the availability of the finished products at the processor’s premises shall constitute delivery. The Customer must file any transportation claims in accordance with the applicable legal procedures and time limits.

5. PRICE – REVISION

Prices correspond to the services specified in the quote and are expressed in euros, excluding taxes. Unless otherwise specified, the value of the Materials provided is not included in the price of the service. In the event of a significant change in the costs of labor, energy, consumables, transportation, taxes, customs duties, or exchange rates that affects the cost of the service, the contract manufacturer may propose a price adjustment before performing the relevant portion of the work. In the event of a significant deterioration in the Client’s financial situation, the contractor may suspend the fulfillment of orders and require any security or advance payment. The contractor may require a down payment before work begins.

6. PAYMENT TERMS

Payments are due within the timeframes specified in the offer and the acknowledgment of receipt, without any discount. Claims or returns do not authorize any unilateral withholding. Failure to pay by the due date results in all outstanding amounts becoming immediately due and payable. Late payment interest shall accrue automatically at a rate equal to three times the statutory annual interest rate. A flat-rate compensation of 40 euros for collection costs is due, without prejudice to any additional justified compensation. Amounts recovered through litigation may be increased by a penalty clause of 20%, subject to the judge’s discretion.

7. INSPECTION – COMPLIANCE – CLAIMS – RETURNS

The Customer shall inspect the finished products upon receipt. Any claim regarding an apparent nonconformity must be reported within ten (10) business days of receipt. All claims must precisely identify the affected lot, the nature of the alleged defect, and any available traceability information. No claims will be accepted for products that have already been processed, incorporated, or used after the defect was detected. Tolerances regarding dimensions, positioning, quantity, or appearance are those specified in the quotation or, failing that, those customarily accepted in the industry. No returns will be accepted without prior return authorization (RMA) and a return number. Products must be returned within the specified timeframe, properly protected, and in a condition that allows for inspection. Return shipping costs are the responsibility of the Customer unless non-conformity is acknowledged. When non-conformity of the service is acknowledged, the contractor may, depending on the situation and when technically feasible, rework the service, issue a credit memo, or refund the price of the service in question.

As part of its policy to reduce waste and optimize resources, the contract manufacturer may be required to process or deliver products containing one or more material joins. Unless otherwise specified and expressly agreed to in writing prior to the order, the presence of material joins—whether identified or not—does not constitute a nonconformity, a quality defect, or grounds for refusal, return, or claim.

8. LIMITATION OF LIABILITY – MANUFACTURING

In connection with any processing, transformation, cutting, or other service performed on Entrusted Materials, and unless otherwise required by mandatory law, the processor’s liability in the event of damage, deterioration, loss, or nonconformity attributable to the contractor shall be limited to the amount (excluding tax) of the processing service invoiced for the batch or products in question, excluding the value of the Materials Entrusted, their replacement cost, and their procurement cost. Under no circumstances shall the contractor be held liable for indirect or consequential damages, including, but not limited to, operating losses, production losses, loss of output, loss of profits, loss of revenue, loss of contracts, or commercial losses. In particular, the contract manufacturer shall not be liable for costs related to sorting, additional inspections, reprocessing, disassembly, repackaging, production line shutdowns, or product recalls. These limitations do not apply where they are prohibited by mandatory legal provisions.

9. FORCE MAJEURE

Neither Party shall be held liable for any delay or failure to perform resulting from a force majeure event as defined in Article 1218 of the Civil Code. Subject to applicable legal conditions, such events may include, but are not limited to: fire, natural disaster, epidemic or pandemic, war, embargo, major cyberattack, major breakdown, supply disruption, transportation disruption, energy crisis, general strike, or decision by the authorities. The affected obligations shall be suspended for the duration of the event.

10. INTELLECTUAL PROPERTY – CONFIDENTIALITY – DATA

Each Party retains its pre-existing intellectual property rights and know-how. Unless otherwise agreed in writing, the performance of a service does not entail any transfer to the Client of the processes, methods, tools, plans, or know-how specific to the manufacturer. Confidential information received for the purpose of performing the service may be used only for that purpose. Personal data necessary for the business relationship is processed in accordance with the GDPR and applicable regulations; data subjects may exercise their rights with the contracting company and file a complaint with the CNIL.

11. SETTLEMENT OF DIFFERENCES

These General Terms and Conditions of Sale are governed by French law, excluding the Vienna Convention on the International Sale of Goods.

If an amicable settlement is not reached within thirty (30) days, any dispute relating to the formation, interpretation, performance, or termination of the contract shall fall within the exclusive jurisdiction of the competent courts of Lyon, including in cases involving multiple defendants or third-party claims, subject to applicable mandatory rules.