GENERAL TERMS AND CONDITIONS OF SALE
FLEXICO
1 – GENERAL PROVISIONS
1.1 The conditions below (the “GTC”) apply to all transactions carried out between your company (the “Client”) and our company (“FLEXICO”) regarding the sale of FLEXICO plastic goods, including catalog or custom-made plastic pouches (the
“Pouches”) and/or catalog or custom-made closure systems (the “Profiles”).
1.2 These GTC supersede, in their entirety, all previous sales conditions and are the only conditions applicable to contracts concluded between FLEXICO and the Client, unless expressly agreed otherwise between the parties.
1.3 The GTC apply on the one hand to national sales, and on the other hand to international sales as defined by the Vienna Convention of April 11, 1980, on the International Sale of Goods. The international nature of the sale is assessed by FLEXICO and the Client.
2 – MUTUAL COMMITMENTS
2.1. ORDER CONFIRMATION AND REQUEST FOR FINANCIAL GUARANTEES
Orders taken by FLEXICO sales representatives or sent to FLEXICO, either directly to the sales teams or via the commercial website (hereinafter referred to as the “Site”) at www.minigrip.fr, never constitute acceptance in themselves. The sales contract is only concluded, in accordance with the GTC, after written confirmation of the order by an order acknowledgment (“OA”) sent by FLEXICO to the Client. As an exception, orders for standard FLEXICO catalog items do not require an OA, except for scheduled orders with multiple delivery dates. FLEXICO reserves the right, even after confirmation of an order or during the execution of a contract, to request the Client to provide payment guarantees for the goods (particularly, but not limited to, in the case of a first order from a new client, in the case of a client in receivership, and/or following an alert regarding a client’s financial health). These guarantees must be valid, real, and serious. Should the Client fail to provide such guarantees within a very short period, FLEXICO may, at its sole discretion, consider the contract terminated without the need for any prior formal notice, formality, or court decision.
Communication – Commercial Reference: By placing an order, the Client authorizes FLEXICO to cite its name and, where applicable, to display the Client’s logo and/or trademark, including by simple reference, in its commercial documents and any promotional communication relating to its activity, regardless of the medium used. FLEXICO undertakes, for its part, to ensure that its communications respect the Client’s brand image and are in no way disparaging toward the Client.
2.2. MODIFICATION OR CANCELLATION OF ORDERS
Any modification to an order confirmed by FLEXICO (after sending an OA) is likely to lead to a price revision and an extension of the delivery time. In the event of total or partial cancellation by the Client, all costs incurred will be due by the Client.
2.3. PRICES
For Catalog items: the prices indicated on order confirmations by FLEXICO include packaging costs and are net, without discount, rebate, or reduction; the client is responsible for product transport costs for deliveries within mainland France and outside mainland France, and FLEXICO will indicate these to the Client upon order confirmation.
For Non-Catalog items: the prices indicated on order confirmations by FLEXICO include packaging costs and are net, without discount, rebate, or reduction; FLEXICO covers product transport costs for deliveries within mainland France. For delivery outside mainland France, FLEXICO will indicate to the Client upon order confirmation the amount of transport costs to be borne by the Client, according to the Incoterm applicable between the Parties.
For all items, the prices indicated by FLEXICO in the order confirmation may, however, be adjusted at the time of sale based on variations in raw material prices, taxes, and current transport rates. Any price increase occurring before delivery, in cases where the delivery period exceeds eight weeks, and particularly within the framework of contracts and/or scheduled orders, will be borne by the Client and invoiced according to the rates in effect on the day of order delivery.
FLEXICO reserves the right to modify, at any time, the price of products listed in the catalog, its notices, brochures, price lists, and schedules.
2.4. PAYMENT
FLEXICO payment terms are 30 days net from the invoice date. A 0.5% discount will be granted for cash payment. In the event of late payment, late interest of 3 times the legal interest rate will be applied, as well as the payment of a flat-rate indemnity of 40 Euros (excl. VAT) for recovery costs.
2.5. DELIVERY, SHIPPING, COLLECTION
Delivery is carried out either by direct handover of the products to the Client, by simple notice of availability, by delivery to a forwarder or carrier at FLEXICO’s premises, or by mail. In the event of damage, shortages, delays, or any errors, the recipient alone shall exercise recourse against the carrier and take the measures provided by law to preserve this recourse (Article L133 of the Commercial Code), failing which, they will lose all recourse against the carrier. Reservations made by the Client must be complete, reasoned, and as precise as possible. For any exchange or return of products previously accepted by FLEXICO, and excluding the case described in Article 3.5 herein, 75 Euros (excl. VAT) will be invoiced for management fees in addition to transport costs.
2.6. DELIVERY TIMES
Delivery times begin to run on the day the various specifications for the product and the sale have been definitively agreed upon. These times are given for information purposes only. Under no circumstances shall a delay in delivery give rise to damages. Furthermore, such a delay shall not entitle the Client to cancel their order, except after the expiration of a fifteen-day period following the sending of a formal notice by registered letter with acknowledgment of receipt received by FLEXICO for failure to deliver the order.
2.7. DELIVERY POSTPONEMENTS
If the shipment of FLEXICO products is delayed due to the Client, FLEXICO may issue a “notice of availability” invoice payable within the same timeframe as if the goods had been shipped on the scheduled date, without prejudice to the invoicing of storage costs. Goods thus invoiced as being available in the warehouse are kept at the Client’s risk. After a period of three months from the date the goods were made available in the warehouse, FLEXICO may proceed with their shipment.
2.8. FORCE MAJEURE
Any event considered a case of force majeure constitutes a cause for (i) exemption from the liability of FLEXICO and the Client, and (ii) automatic suspension of the execution of the contract, including but not limited to declared or undeclared war, boycott, raw material and energy shortages, natural disasters, fires, carrier failures, total or partial strikes, lockouts, as well as any event beyond the control of the parties that cannot reasonably be overcome by the party whose performance of the contract is delayed or prevented.
2.9. INTELLECTUAL PROPERTY: DESIGNS, PHOTO-ENGRAVING, AND PLATES
Sketches, projects, drawings, engravings, compositions, data carriers, photographic plates, or others executed by FLEXICO for its printing remain the exclusive property of FLEXICO, even if they were executed based on graphics and drafts provided by the Client. Under no circumstances can FLEXICO be held liable for copying, plagiarism, or non-compliance with the priority of a registered model, as the Client is solely responsible for the models they entrust to FLEXICO for execution. The Client must assist FLEXICO in the event of litigation relating to this Article 2.9 and indemnify FLEXICO for any loss suffered as a result. Technical costs relating in particular to drawings, photo-engravings, and plates are invoiced additionally to the Client.
3 – QUALITY, ACCEPTANCE OF GOODS
3.1. STANDARD AND MERCHANTABLE QUALITY
When FLEXICO products are ordered without special quality specifications, the Client cannot demand anything other than standard and merchantable quality, without any consideration for the use for which the Client intends these products and with a customary tolerance on dimensions and weights, unless FLEXICO has given the Client an express written guarantee regarding the intended use specified by the latter.
3.2. DELIVERY TOLERANCES
Confirmed dimensions for pouches are understood as overall width and depth under the closure for pouches.
– Thickness tolerances:
● At one point +/- 14% for Minigrip tubing and pouches, and +/- 10% for all other products unless otherwise duly specified.
● In average weight +/- 7% for Minigrip tubing and pouches, and +/- 5% for all other products
– Width and depth tolerances: +/- 5%
Due to the specificity of the products, the quantities delivered compared to the quantities specified in the order confirmation may vary within the following tolerances. These tolerances, allowed on the quantities ordered, are limited to the percentages given below, which are applicable per order, per partial delivery, or per reference, according to the Client’s delivery order.
a. Unprinted pouches sold individually
+/- 15% for orders equal to or less than 10,000 units,
+/- 10% for orders from 10,001 to 100,000 units,
+/- 5% for orders greater than 100,000 units.
b. Pouches, Reels, Sleeves, Formats with printing sold individually
+/- 25% for orders equal to or less than 10,000 units,
+/- 20% for orders from 10,001 to 25,000 units,
+/- 15% for orders from 25,001 to 100,000 units,
+/- 10% for orders greater than 100,000 units.
c. Reels with or without printing sold by weight or per thousand meters
+/- 20% for orders equal to or less than 150 kg or 4,000 meters,
+/- 10% for orders from 151 to 500 kg or from 4,001 to 14,000 meters,
+/- 5% for orders greater than 500 kg or 14,000 meters.
d. Closure profiles sold per thousand meters:
+/- 20% for orders equal to or less than 10,000 meters,
+/- 10% for orders from 10,001 to 100,000 meters,
+/- 5% for orders greater than 100,000 meters.
3.3. PRINTED PRODUCTS, PRESS PROOF OR FIRST OF SERIES
Unless otherwise specified, FLEXICO printing is carried out in standard colors. Under no circumstances can FLEXICO guarantee the resistance of its inks to products likely to deteriorate them, in accordance with current professional practices. Validation of the Proof to Engrave (BAG) in PDF format constitutes acceptance of the printing by the Client. Validation of the Press Proof (BAT) on the machine constitutes validation of the printing by the Client. In the absence of the Client during the Press Proof, Flexico prints in accordance with the BAG validated by the Client within color tolerances between 0.5 and 3.
3.4. BARCODES
FLEXICO’s potential liability can only be engaged for barcode printing carried out according to its printability range. If the Client requests a lower magnification reader or a different bar orientation than that resulting from FLEXICO’s printability range, they assume full responsibility for any consequences that may result. Print quality will be measured on a flat surface. Any error resulting in particular from anomalies appearing on the “press proof” signed by the Client cannot be attributed to FLEXICO.
3.5. DEFECTS. CLAIMS
Only a defect reaching a minimum threshold of 5% of the total content of the delivery (per reference) may constitute a reason for refusal of the latter by the Client. All claims relating to a defect in the delivered products, an inaccuracy in quantities, or an incorrect reference compared to the accepted offer or the order confirmation by FLEXICO must be notified in writing to FLEXICO by registered mail with acknowledgment of receipt, within 3 months of receipt of the products. FLEXICO does not accept any return of goods without prior authorization.
3.6. LIABILITY
FLEXICO’s liability is strictly limited to the simple replacement of any product recognized as defective by joint examination in FLEXICO warehouses, regardless of the nature of the defect found, including cases of hidden defects. In the event that the examined FLEXICO product shows no defect but is unsuitable for any reason for the final use or for the goods to be placed inside the FLEXICO product, FLEXICO’s liability cannot be challenged in any way. FLEXICO does not guarantee, unless specifically stated, the goods sold based on a particular destination and/or use that the Client might make of them.
4 – RETENTION OF TITLE CLAUSE
4.1. OWNERSHIP OF GOODS
Goods delivered or not yet delivered to the Client are sold subject to retention of title. The transfer of ownership is subject to full payment of the price of the goods by the Client at the maturity date agreed between the parties. As the sold and unpaid goods remain the property of FLEXICO, the Client must inform FLEXICO of any threat of seizure, cessation of payment, or any measure that could challenge the right of ownership over the goods. In the event of non-payment of the total price of the goods at the agreed maturity date, FLEXICO may reclaim ownership of these goods at the Client’s expense and risk. In the event of non-payment, the Client must inform the appointed administrator or liquidator of the existence of this retention of title clause and immediately draw up an inventory of unpaid goods still in stock. The above provisions do not prevent, from the time of delivery, the transfer to the Client of the risks of loss or deterioration of the goods as well as any damage they might cause.
4.2. IDENTIFICATION OF GOODS
Upon delivery, the goods are packed in packaging in the name of FLEXICO to allow for their identification. The Client is required to leave the goods they have in stock in their original packaging.
4.3. USE OF GOODS
The Client may use the goods within the framework of their normal operations, but they may neither pledge them nor transfer their ownership as security until full payment has been made. Any sale or use of the goods is immediately prohibited in the event of cessation of payment.
4.4. CUSTODY OF GOODS AND INSURANCE
The Client is the custodian of the goods and bears the risks and all responsibility from the moment of delivery. Consequently, they must insure them at their own expense.
5 – TERMINATION OF SALE AND ALLOCATION OF PAYMENTS
Failure to comply with any of the Client’s obligations listed above, particularly the failure to pay at any single agreed term, will result, automatically and without formalities, 5 days after a formal notice sent to the Client by registered letter with acknowledgment of receipt has remained without effect, in the termination of the sale, the recovery of goods still in stock, and the immediate cessation of deliveries. Furthermore, in the cases provided for in the preceding paragraph, FLEXICO shall be entitled, without any prior formal notice, formality, or court decision, to terminate or cancel, at FLEXICO’s discretion, all contracts concluded with the Client, whether in progress or remaining to be executed. Non-expired goods still in stock at the Client’s premises will be presumed unpaid and subject to retention of title. Down payments will remain with FLEXICO and will be applied first to the loss of market value of the goods, then to other unpaid debts of the Client. The balance will be kept by FLEXICO as an indemnity.
6 – SEVERABILITY
The invalidity of any of the clauses of the GTC does not affect the validity of the other clauses, which shall remain valid.
7 – LANGUAGE
Where permitted by applicable law, only the French version is authoritative for the interpretation of the GTC, or failing that, the English version.
8 – APPLICABLE LAW
The GTC are governed by French law and the provisions of the Vienna Convention of April 11, 1980, on the International Sale of Goods, where applicable.
9 – JURISDICTION
Unless otherwise provided, only the courts of BEAUVAIS (60) shall have jurisdiction for any dispute, notwithstanding any clause to the contrary, plurality of defendants, or impleader.
10 – CATALOG ITEMS
FLEXICO reserves the right to add, modify, or delete one or more Catalog items without notice.
Sales conditions may vary depending on our subsidiaries; discover the sales conditions for Germany with the downloadable link below.
