1.1. These general conditions of sale have been established according to the practices in force in the plastics industry; they are applicable to all sales of products designed, manufactured, or supplied by Ozembal, likely to be listed or included in a catalog, and they defeat any contrary clauses formulated by the Buyer.
1.2. Exemptions can only be exceptional given the legal obligation on Ozembal to apply the same conditions to all its customers for similar orders.
2.1. Any order implies the unreserved adherence of the Buyer to these conditions of sale.
2.2. Orders are only final when they have been confirmed in writing by Ozembal even if an order has been taken by a representative.
2.3. Ozembal reserves the right to make, at any time, any modification it deems useful to its products, without being obliged to modify the products previously delivered or during the order process.
2.4. Ozembal may also change the models appearing on its brochures or catalogs without notice.
3.1. The applicable prices are those listed on the rate in force at the time the order is placed.
3.2. The price may be accompanied by increases or reductions, depending on the quantities ordered over a fixed period of time, all resulting in the establishment by Ozembal of a price offer sent to the Buyer.
3.3. The prices in our offers are only valid for a maximum of 1 month from the date of their dispatch. These prices correspond to a quantity per production. If this quantity does not match the quantity ordered, the price will be revised. Prices are revised automatically, both up and down, according to the change in the PLATTS HDPE Bmldg France index in force, the reference index being that of the date of the price offer, compared to the index applicable on the date of the first order. The revision will take place automatically without any formality or prior notification. Proposals made by our agents are only binding on our company when they have been confirmed to our customers by letter from the Ozembal sales department. Our prices and conditions of sale do not constitute an offer.
3.4. The prices are exclusive of taxes, packaged items, free shipping to the Buyer's headquarters or that of his own customer according to the Buyer's indication, for sales in France. Prices are exclusive of taxes, according to the DAP incoterm at the Buyer's headquarters, for international sales.
3.5. The types and plates used to screen print our bottles or cans are invoiced in addition to the price of the products, which is the subject of a line on the invoice. They remain the property of Ozembal and are kept by us. When these types and plates are outdated or worn, after 2 years without use, they must be remanufactured by Ozembal, and they will then be invoiced to the Buyer after an accepted estimate.
4.1. No modification or cancellation of an order can be taken into consideration if it has not been received in writing by the sales department before manufacturing (if Ozembal had to supply specific materials for the completion of the order, the costs of these materials will be re-invoiced to the buyer) and if the parties have not previously agreed on their principle and on the resulting consequences, i.e. the retention by Ozembal of the deposits paid, this in the form of damages and, where applicable, the fixing amicable or judicial for additional damages.
4.2. In case of cancellation or suspension of parts order, all parts completed or in process of manufacture will be delivered and invoiced.
4.3. In the event of cancellation or suspension of a tool order, a statement of the study and production costs incurred will be drawn up. The amount will be invoiced to the customer.
5.1. Quantities manufactured: Unless otherwise agreed, in the case of mass production, a tolerance on the number of pieces delivered is allowed, generally of plus or minus 5%.
5.2. Colors and colors: the colors of our articles and the colors of the decorations depend on the raw materials and inks. We do not guarantee, unless expressly agreed, the conformity of the tints and colors during manufacture with those of samples.
5.3. Weight, capacities and dimensions: The weights, capacities and dimensions are average and not rigorous.
5.4. Moulds and tools: Moulds and tools built or purchased specially for the execution of our customers' orders always remain the property of our company, notwithstanding any advances or contributions received from said customers on the costs of establishing these molds or tools, unless otherwise agreed. In the event of cancellation of the order by the customer, unless otherwise agreed, the shares remain acquired by our company.
5.5. Reserved models: The creation on behalf of a client of exclusive and reserved models at his request engages the sole responsibility of this customer, in particular in terms of possible action for counterfeiting or unfair competition. The execution of items according to plans or models, or with molds or tools provided by us, cannot be entrusted to third parties without our special authorization.
5.6. Impossibility of execution: any impossibility of manufacturing due to cases of force majeure or fortuitous event releases the seller from the obligation to execute orders.
6.1. In the absence of a contrary agreement, the products are packaged in standard packages as defined on the catalogs or prices.
6.2. If packaging is returnable, the consignment price is payable under the same conditions as that of the products, its reimbursement is made by credit after returning the packaging to the seller within a period agreed upon when ordering.
7.1. Terms: unless otherwise agreed, our invoices are payable within 45 days end of month net invoice date without discount
7.2. Payment: no discount is given for early payment. In accordance with Article L.441-6 of the Commercial Code, late payment penalties and a fixed compensation for recovery costs are due without prior notice in the absence of payment the day following the payment date shown on the invoice. The late payment penalty rate is 12% per year and the amount of the compensation is €40, in addition to the recovery costs incurred if they are higher, based on supporting documents.
7.3. Payment guarantee: we reserve the right, during the course of a contract, to claim from the buyer any guarantees that we deem useful. In the event that we have accepted the payment of our supplies by several installments (drafts and checks), the non-payment of only one of these deadlines will ipso-facto result in the payment of all of our debt due. In addition, in this case, we reserve the right to suspend or terminate, at our discretion, the part not yet fulfilled of the contract, without prejudice to any damages and to the immediate payment of the part already performed.
7.4. Until full payment is received, Ozembal remains the owner of the products sold and may exercise its right of retention on all goods belonging to the Buyer that would be held by Ozembal for any reason whatsoever. He may also exercise the claim provided for in the retention of title clause (art. 11) in the event of late payment or non-payment.
7.5. The Buyer may not postpone a contractual payment deadline without the agreement of Ozembal if delivery is delayed due to force majeure (art.8.4). The same applies to the payment of the difference between the total amount of the invoice and the price of the products that may give rise, upon disputes by the Buyer, to replacements or credits.
8.1. Delivery is deemed to have been made, by the delivery of the products or their making them available to the Buyer or his carrier at the planned place of delivery.
8.2. The actual place of delivery is indicated by the Buyer in the order.
8.3. Delivery date: the delivery dates and time slots are fixed by mutual agreement between Ozembal and the Buyer. If these dates and slots were not respected by the Buyer or modified unilaterally by him, he will have to pay a fixed penalty for the general expenses incurred of €50 and the additional transport costs generated by this delay, without prejudice to damages based on the damage suffered. Ozembal cannot be held responsible and be charged or claimed any late penalties that would be requested from the Buyer by its own customers as a result of late delivery by the Buyer to these said customers.
If our order acceptances stipulate that deliveries will be made as and when the customer requests, the delivery time must not exceed 6 months from the day of confirmation of the order. After this period, items manufactured and not yet requested will be invoiced in addition to the storage costs caused by the delay in delivery attributable to the Buyer. In addition, the balance of the unmanufactured order may be cancelled by the seller.
8.4. Delivery times are extended in the event of force majeure or fortuitous events such as war, riot, local or national strike, fire, water damage, machine breakage or any other cause beyond the control of Ozembal or its Suppliers, or any other cause beyond the control of Ozembal or its Suppliers, or any other case of which Ozembal is aware and which would not be qualified as force majeure. In all cases, Ozembal must inform the Buyer of the problems raised and seek fair solutions with him.
8.5. Delivery is only made if the Buyer is up to date with his obligations of all kinds towards Ozembal.
9.1. The products are guaranteed against all manufacturing defects under the conditions provided for on the
Ozembal commercial documents.
9.2. Any disputes or reservations relating to characteristics, quantity and quality must be formulated in writing, upon receipt for apparent non-conformities. For other non-conformities, this period is extended to 30 days, by attaching the number of the package control sheet and/or the product identification codes.
9.3. The Buyer must justify the alleged grievances.
9.4. Ozembal will have the opportunity to check the products on site or to request their return. Under no circumstances can the return be decided unilaterally by the Buyer.
9.5. After examination of the products in question by Ozembal and agreement by Ozembal on the reality of the defects, it will be agreed: either the free replacement of the products if they are still manufactured, or the supply of similar products free of charge, or repair, or compliance, possibly with the Buyer, or a credit note.
9.6. In no case will any other requests for any reason be accepted.
9.7. Ozembal cannot be held responsible for a defect in assembly or a modification of the product made by the Buyer, nor for a defect in maintenance or use, the consequence of age, or normal wear and tear.
9.8. No complaint will be possible if the Buyer or a third party has tried to remedy a possible non-conformity of the product without the agreement of Ozembal.
9.9. The normal manufacturing process for Ozembal products, unless there is a specific contractual agreement with the Buyer stipulating control steps in exchange for payment of a certain price, does not guarantee the total absence of defects in our products. This is why, in this context, claims for manufacturing defects relating to a given delivery will only be taken into consideration if they relate to more than 3% of the quantity delivered. By express agreement, our liability is limited, in such cases, to the replacement of the number of items recognized as defective, to the exclusion of any compensation of any kind whatsoever. An exception is made only in the event of a specific agreement with the Buyer organizing the production control. In any event, under no circumstances can our liability extend to direct or indirect damage that may result to our customers as a result of non-delivery or manufacturing defects. Our customers take responsibility for the behavior of their products (the container) housed in our packaging. Also, Ozembal does not incur any responsibility in the event of a complaint by the customer, the Buyer or the user.
