GENERAL TERMS AND CONDITIONS OF SALE of EMP Rotomoulage
Any order implies the unconditional acceptance by the customer (hereinafter referred to as the “buyer”) of these general terms and conditions of sale of the company EMP-ROTOMOULAGE (hereinafter referred to as the “seller”). They take precedence over all purchasing conditions unless expressly agreed otherwise in writing between the buyer and the seller. The specific conditions agreed upon between the parties (buyer and seller) prevail over these general conditions, but only concerning the elements that have been expressly modified.
- DATE AND PLACE OF DELIVERY
Our goods, even when shipped prepaid, always travel at the recipient’s risk. Delivery is deemed to take place when the goods leave our warehouses and are handed over to the carrier or directly to the customer in case of on-site pickup. This triggers the invoicing of the goods. In case of delivery to the destination, any assistance provided by the customer or its representatives in unloading the goods is at their own expense and risk, without any recourse against the seller or the carrier. Goods received without reservation by the customer or any person acting on their behalf are deemed to conform to the order. Any reservations must be noted on the delivery slip and confirmed to us by registered mail within 48 hours (postmark as proof), failing which they will be inadmissible. If the customer has granted the seller or carrier access to an unattended site with instructions to unload goods in their absence, the goods are deemed received without reservation as soon as they are placed on-site. - DELIVERY TIMES
Delivery times are provided by the seller for informational purposes only. The seller is only bound by an obligation of means to meet the indicated delivery deadline. The occurrence of force majeure events or circumstances beyond the seller’s control that severely disrupt production, such as fire, the sudden unavailability of essential labor, machine breakdowns, strikes, transport blockages, etc., occurring either at EMP-ROTOMOULAGE or its suppliers, exempts EMP-ROTOMOULAGE from liability for failing to meet the initially agreed delivery time. The buyer has the right to cancel the order if the delivery delay exceeds 3 months, without being able to claim any compensation from the seller, after formal notice from the customer by registered letter and the expiration of 15 business days after receipt of this notice without shipment of the goods. - PRICING – QUOTATIONS – SALES PRICES
The prices in the seller’s price lists and catalogs are for reference only. Unless otherwise stated, quotations are valid for 2 months from the date of issue. The agreed-upon sale price is, in all cases, the price indicated to and accepted by the buyer when placing the order. Any 3D views and 2D technical drawings accompanying the quotation have no contractual value. Commitments made by the seller’s representatives are only valid after EMP-ROTOMOULAGE sends an order confirmation to the customer. The seller’s pricing proposals only bind the seller to the extent that the applicable regulatory conditions, including material costs and taxes, remain unchanged.For tooling (molds) provided by the buyer, the final pricing of parts will only be established after validation of a prototype part. - ACCESSORIES
When accessories necessary for product manufacturing are provided by the seller, the seller commits to delivering them prepaid, in the required quantities and timeframes, with a sufficient surplus to cover losses during production. These accessories must strictly comply with the dimensions and tolerances specified by EMP-ROTOMOULAGE and be delivered in a condition allowing their integration into the rotomolding process. Any defect in rotomolding caused by unsuitable, non-compliant, or defective accessories shall be the buyer’s responsibility. The buyer cannot cancel the order, refuse the goods, apply a price reduction, or claim compensation due to such a defect. - INVOICING – PAYMENT TERMS
Each order of delivered goods is invoiced, including principal, costs, and taxes, payable within the period specified on the invoice, which cannot exceed 45 days end-of-month or 60 days from the invoice date. In the absence of an express agreement on a specific payment term, invoices are payable within 30 days. Tooling costs are payable 50% at the time of order, with the balance due upon completion of the tooling.If the customer postpones the delivery date of ordered goods after their production, EMP-ROTOMOULAGE will issue the corresponding invoice, which must be paid by the customer on the agreed contractual due date. The shipment of stored goods will proceed upon simple request from the customer.EMP-ROTOMOULAGE does not offer discounts for early payments unless otherwise specified. No right of retention is permitted concerning the seller’s claims. In case of late payment, penalty interest, calculated daily from the day following the due date, at a rate of 10 times the legal interest rate on the remaining VAT-inclusive amount, shall be automatically due to the seller.Fixed compensation: The fixed compensation for recovery costs owed to the creditor in addition to penalties, in case of late payment, is set at €40 (Decree No. 2012-115, effective January 1, 2013).In the case of installment payments, failure to pay any installment on time automatically and without prior notice results in the loss of any payment terms granted and immediate payment of all outstanding amounts to the seller. The buyer must settle the amounts due within 24 hours after receiving our notice.If EMP-ROTOMOULAGE initiates legal action to recover any outstanding sums, the buyer shall owe, in addition to the principal and interest, a penalty of 15% of the due amount, with a minimum charge of €500, plus collection costs. - RETENTION OF TITLE CLAUSE
Until full payment is received, the delivered goods remain the property of the seller. However, from the moment of delivery, as defined above, the buyer alone bears the risk of loss, theft, or deterioration of the goods.In case of non-payment exceeding half of the price, unless the seller prefers to demand full execution of the sale, the seller reserves the right to terminate the sale after formal notice and reclaim the delivered goods. The return costs shall be borne by the buyer, and any amounts already paid remain with the seller as a penalty. If the buyer’s creditworthiness deteriorates, the seller reserves the right, even after partial shipment of an order, to require guarantees deemed appropriate to ensure proper fulfillment of contractual obligations. Refusal to provide such guarantees entitles the seller to cancel all or part of the contract. - LIABILITY AND WARRANTY
The delivered products are guaranteed to be of merchantable quality. Before using the delivered goods, the buyer is required to verify that they conform to the specifications of the ordered product and that the ordered product is suitable for its intended use.No return of goods, for any reason, will be accepted without the prior written consent of the seller. It is the buyer’s responsibility to inspect the goods upon arrival; no claims will be accepted after a period of 8 days following delivery.The seller’s warranties are strictly limited to the replacement of parts recognized by the seller as defective, formally excluding any damage caused by the delivered goods or damage caused to them by the buyer or their employees. When rotomolded parts are intended to come into contact with food products, and provided that this use is specified in the order and accepted by the seller, the seller guarantees that the parts it delivers are made from materials composed exclusively of substances authorized by current French regulations on materials in contact with food. - TERMINATION
The seller has the right to terminate any contract if the buyer fails to make payments in any way or if there are serious doubts regarding their solvency. The seller has the right to suspend any further delivery without formalities until the amounts due, possibly increased by interest, have been fully paid and the buyer has provided sufficient guarantees for the faithful execution of subsequent obligations resulting from ongoing contracts. In the event of order cancellation by the client or non-performance for any reason attributable to the client, the deposit paid will be retained by EMP-ROTOMOULAGE as a lump-sum compensation for damages. Additionally, an itemized list of costs incurred specifically for the manufacturing of the order (materials, accessories, etc.) will be invoiced separately to the buyer. - TRADEMARKS
The trademarks are and will remain the property of the seller. - STORAGE CONDITIONS
Upon receipt of the goods, they must be stored immediately in an environment with normal conditions. If the goods are stored in poor conditions by the buyer or a third party, any claim from the buyer will be inadmissible. Furthermore, payment of the amounts due must be made in full and without deduction on the agreed date. - TOOLING MANUFACTURING SERVICES
The creation of a tool (mold) includes, on one hand, the costs incurred for its study and development, and on the other, the cost of its construction. The price of the tooling charged to the buyer only represents the cost of its construction. The tools (molds) remain the exclusive property of EMP-ROTOMOULAGE as long as they have not been fully invoiced to the buyer, with the seller having borne the entire study costs and all or part of the construction costs. The buyer waives any claims against the seller in this regard.If the tooling (mold) has been partially paid for, the buyer may only request its release after a period of three years from completion, provided they have fully settled the outstanding balance invoiced to them and obtained express agreement from EMP-ROTOMOULAGE. If EMP-ROTOMOULAGE wishes to retain it, the mold will remain its full property, without the buyer being able to object.If the buyer has fully paid for the tooling construction costs and has settled the full invoice amount with the seller, the tooling remains the client’s property within EMP’s workshops and is used exclusively for executing the buyer’s orders, except with written authorization. Similarly, the client agrees not to claim the tooling (the mold) before a period of three years from completion unless they pay compensation of no less than 25% of the invoiced tooling cost to cover study and development costs.The tools (molds) are designed to produce between 8,000 and 10,000 rotomolded polyethylene parts. The seller maintains the tools in working condition. However, the cost of a new tool required due to normal obsolescence, as well as any restoration or modification, will be borne exclusively by the buyer.The tools are stored free of charge for two years from the execution of the last order. After this period, if the buyer has not requested their return or an extension of their storage (which may be granted against payment), the seller is entitled to proceed with their destruction without prior notice. - TECHNICAL SPECIFICATIONS OF ROTOMOLDING
Rotomolded polyethylene parts have a microporous and slightly matte surface. Large flat surfaces may exhibit a “wave” effect, a phenomenon related to material shrinkage during cooling (approximately 4%). This viscoelastic material is sensitive to scratches. Its temperature resistance ranges from -30°C to +60°C. Dimensional tolerance may vary by 1% to 2% from one part to another. The chemical inertia of polyethylene is excellent; however, the client must inform and consult the seller before using the products in a chemical environment. - INSTALLATION SERVICES
At the client’s request at the time of order and depending on the availability of our teams, EMP-ROTOMOULAGE can perform the installation of its products. If our installation teams are unavailable, the client may be offered the option to have the installation carried out by an independent installer who has signed a partnership agreement with EMP-ROTOMOULAGE.If the installation is performed by EMP-ROTOMOULAGE, the installation service will be invoiced upon completion.If the installation is performed by an independent installer who has signed a partnership agreement with EMP-ROTOMOULAGE, the sale of a product only commits the seller concerning the sale of goods. The work carried out by the installer does not in any way engage the seller’s responsibility, which cannot be held liable in this regard. The installer alone assumes responsibility for the installation of the implemented product.The partnership between EMP-ROTOMOULAGE and the independent installer aims to facilitate contact between the client and the installer. The buyer is also informed that the partner installer has authorized the seller to collect, by all appropriate legal means, the sums due for the installation service. To this end, the seller is authorized to include in its invoice the total amount including VAT due to the installer. The buyer is therefore required to pay the seller the total net amount stated on their invoice, including the installation service. - COMPENSATION
Based on Article 1348-2 of the French Civil Code, the parties agree to extinguish all reciprocal obligations, present or future, through compensation. - JURISDICTION
For any dispute between the seller and the buyer, regardless of the cause, jurisdiction is granted to the Commercial Court of Saint-Malo.