GENERAL CONDITIONS OF SALE

VERALLIA France

VOA-VERRERIE D’ALBI

 

These general conditions of sale cancel and remove the previous ones and may be modified without notice. Our general conditions of sale prevail over all our customer’s general and special conditions of purchase.

1.ORDERS

Our tariffs do not constitute an offer.

Our replies to a price enquiry are given for guidance only and without any commitment from us. The same applies to information, which is supplied either directly or by advertising on our products.

The orders are only binding on us if we have accepted them. They imply full compliance with our general and special conditions of sale and the various provisions of our different tariffs.

Any modification to or cancellation of an order will only become effective after written notification by customer (at least 48 hours before due delivery date) and acceptance by us. In all cases, the purchaser undertakes to take delivery of the quantities produced before manufacturing ceases, independently of any other liability he may be subject to.

2.DELAY

Delivery times fixed in the acknowledgement of receipt of orders are given for guidance only. Late delivery does not give the right to our customers to claim damages or penalty, nor to cancel the order.

If the purchaser does not take delivery on the agreed date, he will be immediately invoiced for the manufactured goods; in this case we decline any liability for deterioration resulting from excessive storage times, destruction, loss or/and theft of goods. Additionally, we reserve the right to cancel the order.

3.IMPOSSIBLE PERFORMANCE

A force majeure or a fortuitous event discharges any obligation to manufacture or deliver. The following are considered to be cases of force majeure: accidents to furnaces or machines, total or partial employees strikes, riots, wars, fires, floods, storms, exceptional climate conditions, interruption or scarcity of transport, lack of raw materials, traction, fuel, and goods or services of all kinds.

4.LIABILITY

In the event of an acknowledged manufacturing defect, our liability is limited to replacing or reimbursing the defective goods, provided that they are returned.

If no specific agreement is concluded with the client, our standard specifications apply.

The tints can vary according to used materials. We do not guarantee that the tints will be absolutely conform to the samples or to previous deliveries.

Our goods are covered for only one commercial cycle, and we decline any liability arising out of any incident resulting from subsequent trading. We shall not be liable if the usual operating conditions are not adhered to.

The customer must, under penalty of foreclosure, submit a complaint in writing, accompanied by samples, within 8 days of receiving the goods for an error or an apparent defect and from the discovery of the defect for a hidden defect. However, our liability cannot be called upon more than a year from delivery date.

We shall not be held liable in any circumstances for any consequential loss, namely any financial or commercial prejudice (for example, loss of profits, loss of orders, any commercial disruption whatsoever), or for any prejudice resulting from any action brought against the customer by a third party, whatever the nature, the grounds and the terms and conditions of the action brought against us.

5.PAYMENT

The goods are invoiced at the price in force on the day of delivery.

Our invoices are payable to our registered office 30 days from the end of the month of invoice, apart from mutually agreed special terms, without any discount or set-off of any kind for the customer.

The payment date corresponding to this deadline, or possibly a different date by mutual agreement, is indicated on the invoice.

A lump sum indemnity of 40 Euros for collection charges will be applied for each invoice paid after the payment date indicated on the invoice. Moreover, penalties for late payment will be applied for any payment made after the payment date indicated on the invoice. These penalties are calculated on the basis of fixed rate of main refinancing operations of ECB (European Central Bank) + 10 points on the date of the payment indicated on the invoice. This penalty will be applied from the day after the payment date indicated on the invoice until complete payment is received.

We reserve the right to demand cash payment for first orders. Similarly, if we have a genuine or particular reason to believe that the client will experience payment difficulties on the date of order or subsequently to it, we may make acceptance of the order or continuance of the order subject to payment before delivery or in cash, or limit his liabilities, or obtain guarantees for our benefit from the customer. We may demand that the customer disclose his accounts to us in order to assess his creditworthiness.

Our bills of exchange or our acceptance of any other means of payment does not constitute a novation nor a derogation to this clause.

If we have agreed to the payment of our supplies in several installments, we may immediately demand the whole of our receivable by recorded delivery letter with acknowledgement of receipt, if one of the due dates is not respected.

If the purchaser fails to pay one of the deliveries during a contracting period with staggered deliveries, we may withhold the goods to be delivered up until full payment of the sums owed in principal and interest are received.

In addition, guarantees required to perform the contract may be sought from the purchaser before the goods are delivered.

At last, if an invoice is not paid on its due date, we may immediately and automatically terminate the contract by recorded delivery letter with acknowledgement of receipt, without prejudice to any damages and interests.

The rebates, discounts or other deductions are granted on condition of payment at the due date; consequently we reserve the right to cancel them for late payment or non payment at the due date.

6.OWNERSHIP RETENTION

It is expressly agreed that we retain ownership of the goods up until complete payment of their price on principal and interest, it being specified that the delivery of a bill of exchange or any other document which creates an obligation to pay does not constitute payment of delivery.

The purchaser will, however, become liable as soon as the said goods are carried away from our premises. The purchaser therefore commits to take out an insurance contract covering the risks of loss, destruction or theft of the sold goods.

It is expressly agreed that for any of our receivables we are entitled to enforce the rights held under this clause against all of our goods in the customer’s possession, which are contractually deemed to be unpaid.

7.TRANSPORT

Delivery by truck means delivery by full truck.

Unless the parties otherwise agree all the goods sold by us travel at the purchaser’s risks.

We can therefore only be liable to the purchaser if we have concluded the corresponding carrier and insurance contract ourselves, and if the purchaser has made the reservation to the carrier for his claims within the legal time limits or those which are indicated in the documents accompanying the goods.

8.PARTICULAR CONDITIONS FOR THE “SPECIALTY” ARTICLES

The “specialty” articles are not constantly kept in stock and they are manufactured at request. The result is as follows:

Quantity: the quantity at stake are those subject to firm order, with written confirmation. However, the technical impossibility of being able to guarantee an absolute concordance between the articles manufactured and the articles ordered means that the customers have obligation to accept delivery and pay for the quantities which are actually produced, providing that the difference in comparison to the order does not exceed:

+ or – 30% from 0 to 50,000 parts,

+ or – 20% from 50,000 to 100,000 parts,

+ or – 15% from 100,000 to 250,000 parts,

+ or – 10% from 250,000 to 500,000 parts,

+ or – 5% above 500,000 parts.

Invoicing: as the goods are dispatched.

However, beyond three months from dispatch, we reserve the right to invoice the remainder of manufactured and non-delivered stock. Moreover, we reserve the right:

-to dispatch the quantities remaining in stock, at the expense and liability of customer;

-to invoice the expense for storage of goods;

-to destroy the goods remaining in stock, at the expense and liability of customer, notwithstanding the fact that such goods were paid or not for and/or invoiced.

In all circumstances, beyond the three-months-delay abovementioned, we decline any liability for the deterioration of goods resulting from excessive storage times, for the destruction, from loss or/and theft of goods.

Tools: the designs and moulds made to manufacture those models especially requested by customers are our property and remain our property in all circumstances. The customer’s contribution to the design and manufacturing costs for these tools will be paid before they are manufactured, and is not reimbursable.

We reserve the right to destroy any tool that has not been used to manufacture articles for 3 years.

9.CONFIDENTIALITY

All information or technical, commercial or other documents (and in particular glass designs and plans) which we hand to the customer in any form whatsoever prior to a potential order or when an order is being carried out remain our property and are subject to the obligation of confidentiality by customers, who cannot disclose them to any third party without our prior written agreement.

10.ANTI-CORRUPTION

The client commits that it, as well as its affiliated companies, directors, employees and representatives comply with any applicable laws and regulations relating to anti- corruption and anti-bribery, export control, embargoes and economic sanctions. Failure to comply with this obligation shall constitute a serious breach entitling us to terminate our relationship with the client with immediate effect and without indemnity.

11. PERSONAL DATA PROTECTIONIn the framework of our business relationship management with our clients, we may process the personal data of some employees or representatives of the client which shall ensure to inform the data subjects. These personal data are processed to allow us to manage and perform the commercial relationship and comply with its regulatory and legal obligations. In particular, the customer acknowledges to be informed that we have implemented measures to combat the risks of corruption, non-compliance with export regulations, embargoes and financial sanctions. In case of alert triggered by this mechanism, we reserve the right to refuse any business relationship with the customer concerned. The collected data are processed by us, our subcontractors, possibly by our French distributors and/or partners, our mother company Verallia SAS and by Verallia SAS’s subsidiaries. It may also be transmitted to third parties when such communication is required by law, a regulatory provision or a court decision, or if such communication is necessary to ensure the protection and defense of our rights. Due to the Verallia group organization and/or the localization of some subcontractors and partners, the personal data are transferred outside the European Union to the Verallia SAS’s subsidiaries, subcontractors and/or partners. In such a case, we make sure that such transfers are made in compliance with applicable law. Depending on whether the data subject is a customer or a prospect, its personal data are stored for the length of the commercial relation and/or 3 years from the last contact from the purchaser, increased with the duration of the statute of limitation. We may also store data beyond when such storage is specified by law or when such storage is necessary to handle disputes and claims. At any moment, the data subjects benefit from the rights of access, rectification, objection, erasure, restriction of their personal data, by contacting the Commercial and Marketing Department of our legal seat or : donneespersonnellesmarketing [at] verallia.com. The data subjects have also the right to lodge a complaint with the CNIL (French data protection authority).

12. JURIDICTION

All disputes arising out of the interpretation or the performance of our agreements shall be submitted to the exclusive jurisdiction of the Commercial Court of our legal seat, even if stipulated otherwise by the general conditions of purchase, letters or invoices of our customers, or in the case of guarantee call or defendants plurality, and French law shall be exclusively applicable.

13. All our export sales are governed by INCOTERMS 2020, unless otherwise where stipulated here above or in our special conditions.