GENERAL TERMS AND CONDITIONS OF SALE

SINEU GRAFF – June 2020

ARTICLE 1 - SCOPE

Pursuant to article L 441-1 of the French Commercial Code, these Terms and Conditions constitute the only basis for a business relationship between the parties. As such, they apply to all purchases of Products from the Seller and they form an integral part of the contract concluded with the Buyer.

The purpose of these Terms and Conditions is to define the terms under which SINEU GRAFF (“the Seller”), a Société par Actions Simplifiée [a simplified joint stock company] having a registered capital of 700,000.00 euros and registered offices at 253 A, Rue d’Epfig, 67230 KOGENHEIM, shall supply the following products to business Buyers (“the Buyers” or “the Buyer”) who make a request via the Supplier’s website, by direct contact or by hard copy:

• Street furniture;
• Rest and leisure furniture, litter bins and waste management systems, protection and safety, tree grilles, street planting and healthy living installations;
• Other manufactured or retail products: totem poles, signage devices, pedestrian walkways and outsourced parts, and other products that cannot be qualified as street furniture, etc.

These terms and conditions apply unreservedly and without restriction to all sales concluded between the Seller and Buyers in the same business category, irrespective of any clauses that may exist in the Buyer’s documentation, notably its own Terms & Conditions of Purchase.

Pursuant to applicable regulations, these Terms & Conditions are systematically sent to any Buyer who asks for them, so that they can place orders with the Supplier.

They are also sent to any distributor (excluding wholesalers) prior to the conclusion of a convention unique [single commercial agreement] as referred to in articles L 441-3 et seq. of the French Commercial Code, within the legal time limits.

Any order for Products implies the Buyer’s acceptance of these Terms & Conditions and of the General Conditions of Use of the Supplier’s website, for on-line orders.

The information in the Seller’s catalogues, brochures and price lists is for information only and may be changed at any time. The Supplier has the right to make any changes that it may deem appropriate.

ARTICLE 2 - SUBJECT OF THE SALE

The products that are offered for sale by SINEU GRAFF comply with current French legislation as well as the standards applicable in France and standards applicable in the country of delivery.

However, if a product is withdrawn from the market for any reason whatsoever, SINEU GRAFF shall withdraw the product from sale as quickly as possible. This action shall not give the Buyer a legal right of prosecution under any circumstances.

SINEU GRAFF cannot be held liable for any incorrect information provided by its suppliers.

The Seller reserves the right to make changes to its products as it deems appropriate, and is under no obligation to modify current orders.

ARTICLE 3 - ORDERS

Offers are valid for 90 days.

Orders are only final when they have been acknowledged by a written order receipt confirmation from the Seller and, if required, after payment of the agreed deposit. However, acceptance of an order may result from the shipment of goods.

Once an order becomes final, it cannot be cancelled. Otherwise, the full price shall be invoiced and payable immediately. The Buyer’s order is non-transferable and cannot be assigned to a third party without the Seller’s agreement. If the Buyer’s creditworthiness is impaired or if there are legitimate reasons to believe that the Buyer will be unable to comply with the agreed due dates, the Seller reserves the right:

• either to cancel all current orders, even those that are final;
• or to demand meaningful assurance or payment before delivery. Payment is understood to mean receipt of the price.

Any changes requested by the Buyer can only be considered, insofar as they are possible and at the sole discretion of the Seller, if they are notified in writing at least 28 days before the scheduled delivery date of the order, with a specific signed Purchase Order from the Buyer and possibly a price adjustment.

If the Buyer makes changes to the order which are accepted by the Seller, SINEU GRAFF shall no longer be bound by the agreed time frames for its fulfilment.

SINEU GRAFF reserves the right to cancel or refuse any order from a Buyer with whom there is a dispute relating to the payment of a previous order.

ARTICLE 4 - PRICES

Goods are sold at the price in effect at the time when the order is placed. An invoice is created for each consignment of goods and issued upon shipment.

The Seller’s prices may be revised at any time. Any price changes shall be automatically applied to new orders.

Any taxes, duties, fees or other charges payable under French regulations, or those of an importing country or a transit country, are to be borne by the Buyer.

If the Buyer cancels an order after it has been accepted by the Seller less than twenty-eight (28) days before the scheduled delivery date for any reason whatsoever except a Force Majeure Event, an amount corresponding to 20% ex VAT of the agreed sale price shall be due to the Seller and invoiced to the Buyer as damages, in compensation for sustained losses.

Special pricing terms may be agreed, based on the Buyer’s specific requests, notably with regard to methods and time frames for delivery, or time frames and terms of payment. In that case, the Seller shall make a specific sales proposal to the Buyer. The Seller reserves the right to refuse special pricing conditions.

ARTICLE 5 - TERMS OF PAYMENT

5.1 Methods of Payment

Unless agreed otherwise, payments shall be made under the following conditions:

• payment at thirty days end of month;
• discount for early payment within eight (8) days of the invoice date: -1%;
• return of accepted bills of exchange: 72 hours.

The remittance of a bill of exchange or a cheque implying an obligation to pay does not constitute payment; payment is considered effective upon settlement at the agreed due date.

Any impairment of the Buyer’s creditworthiness may justify the requirement of a guarantee or settlement in cash or by bank draft payable on demand before the fulfilment of orders received, or before the due date of invoices that have been issued. The Seller also reserves the right at any time, depending on the risks involved, to set a credit ceiling for each Buyer, on the understanding that these arrangements shall apply to all current orders.

If the Buyer refuses to satisfy these conditions, the Seller shall be entitled to either cancel all or part of the orders, or decide that all outstanding sums are immediately due and payable.

The following methods of payment are accepted:

• Bank cards: Visa, MasterCard, American Express, other bank cards;
• Bank transfers, in which case the Seller shall send its bank details by email to the Buyer;
• By cheque, in which case the cheque shall be deposited immediately.

Payments made by the Buyer shall only be regarded as settled after receipt of the sums due from the Seller.

5.2 Late or Non-Payment

Any amount outstanding at the due date shall automatically result in the payment of default interest calculated by applying the European Central Bank’s most recent refinancing operations rate plus 10 percentage points to the entire outstanding amount, pursuant to the provisions of article L441-6 of the French Commercial Code.

Any late payment shall automatically result in all amounts due being immediately payable, without prejudice to any action that the Seller may be entitled to initiate, on this basis, against the Buyer.

If the above payments terms are not met, the Seller reserves the right, moreover, to suspend or cancel the delivery of the Buyer’s current orders.

In the event of non-payment 48 hours after formal notice has been served without effect, the Seller shall be fully entitled to terminate the sale, and may request restitution of the goods by registered letter with acknowledgement of receipt or by summary proceedings, without prejudice to any further damages it may claim. The cancellation shall affect not only the order in question, but also all prior unpaid orders, whether these are delivered or in transit and whether their payment is overdue or not. In the event of payment by bill of exchange, failure to return the bill shall be regarded as non-acceptance comparable to non-payment. Likewise, when payment is made by instalments, the non-payment of one instalment shall render the full amount immediately due and payable, without formal notice. In all of the above cases, the amounts owed for other deliveries or for any other reason shall become immediately payable if the Seller does not choose to terminate the corresponding orders.

The Buyer must reimburse all costs incurred by the litigious recovery of amounts owed, including fees owed to public authorities and lawyers. Any sums collected through a litigations department or legal service shall be increased by a fixed penalty fee of 10%. Under no circumstances may payments be suspended nor give rise to any compensation whatsoever without the prior written agreement of the Seller.

ARTICLE 6 – DELIVERY

6.1 Subject of the Delivery

The Seller reserves the right to make any changes to its goods that it deems appropriate at any time without any obligation to amend existing orders.

6.2 Methods of Delivery

Delivery to mainland France is made Ex Works (ex factory) for any order less than or equal to the ex VAT amount shown under the “carriage free” section of the sales price list.

For other destinations, delivery is made Ex Works.

In this case, delivery shall be made by handing the goods over directly to the purchaser, either by simple notice that they are available, or by handing them over to a forwarding agent or carrier on the Seller’s premises.

The Buyer shall take delivery within eight days of the first notice of availability for shipment. After this time limit, storage costs shall be incurred. Any delivery with a value higher than that mentioned above shall be Delivered Duty Paid (DDP) for all deliveries to mainland France.

In the event of a delivery outside mainland France, notably to the French Overseas Territories and Corsica, the applicable provisions shall be contractually defined in the order.

6.3 Delivery times

Whilst every effort shall be made to comply with delivery times, they are in any event given for information only. Delays cannot result in cancellation, discounts or compensation.

Transport times are not included in delivery times. The Seller is authorised to make whole or partial deliveries.

Deliveries can only be made in time if the Buyer has performed its obligations to the Seller, whatever those may be.

6.4 Risks

The goods are shipped at the recipient's risk, that party being responsible, in the event of damage or loss, for making any reservations in an extrajudicial document or by registered letter with acknowledgement of receipt to the carrier within three (3) days following receipt of the goods.

ARTICLE 7 – RECEPTION

Notwithstanding the measures to be taken with regard to the carrier, claims for visible defects, missing or non-compliance of the goods delivered with the goods ordered or with the packing list, must be put in writing within three (3) days of delivery to the Seller. It is up to the Buyer to provide proof of any missing items, defects or faults observed. The Buyer shall allow the Seller the opportunity to verify and resolve the issue. It shall not intervene itself or involve a third party.

ARTICLE 8 -TERMS OF RETURNS

Any returns shall be subject to the formal agreement of the Seller. Any goods returned without this agreement shall remain available to the Buyer. The costs and risks of returns shall always be borne by the Buyer. No returns shall be accepted after a period of eight (8) days after the delivery date. Goods must be returned with a Goods Return Note attached to the package, and in the condition in which they were delivered. In the event of an apparent defect or non-compliance of the delivered goods, duly noted by the Seller under the above-mentioned terms, the Buyer may receive a replacement free of charge or refund for the products at the discretion of the Seller, to the exclusion of any compensation or damages.

ARTICLE 9 - TRANSFER OF RISK

The transfer of risk on the goods, even in the event of agreed DDP sales, shall take place as soon as the goods leave the Seller’s warehouses.

ARTICLE 10 - RETENTION OF TITLE

The goods are sold with a clause expressly subordinating the transfer of ownership to payment in full of the principle and other charges. This clause does not prevent the transfer of risk of loss or impairment to the goods that are subject to retention of title, and the damages that may be incurred, to the Buyer, as soon as the goods are delivered. The Buyer must take out insurance to cover risks arising as from the delivery of the goods.

As long as payment is not made in full, the Buyer must store the goods delivered under this contract separately, and not mix them with other goods of the same type from other suppliers. If not stored separately, the Seller may demand a refund or take back those remaining in stock. In the event of seizure or any intervention by a third party on the goods, the Buyer must imperatively inform the Seller immediately, to allow it to object and protect its rights.

Furthermore, the Buyer shall not pledge or assign ownership of the goods as security. The Seller may not, for any reason whatsoever, proceed with the resale of the goods acquired under the terms herein, as long as their price has not been paid in full to the Seller.

Any change, transformation or alteration of the goods is forbidden. In the event that the Buyer violates this prohibition, the Seller shall be authorised to repossess the goods that remain in stock on the Buyer’s premises. However, in the event of alteration, modification or installation of the goods, the Buyer undertakes to immediately pay the Seller the balance of the outstanding amount, unless, with the Seller’s express agreement, it transfers ownership of the altered goods to the Seller as security for the Seller’s original claim. It is expressly agreed that in the event of non-payment of any instalment, the full price shall be due immediately and may result in the immediate repossession of the goods.

The implementation of this retention of title clause does not automatically imply the termination of the sale. The Seller may recover the goods in the event of the Buyer’s failure to perform any of its obligations and notably in the event of non-acceptance of a bill of exchange, or if the Seller has legitimate reasons to believe that the Buyer is unable to make the agreed payments. Any costs incurred by the recovery of the goods or of its price shall be borne by the Buyer.

ARTICLE 11 – PACKAGING AND CONSIGNMENT

Unless sold, the packaging shall be consigned to the Buyer. The value of the consignment is payable at the same time and under the same terms as the goods. It shall be refunded, and shall only become payable, after receipt of the packaging returned by the Seller. The empty packaging must be returned to Kogenheim in good condition and free of any charges within eight (8) days, after which the Seller reserves the right to refuse them.

Packaging that bears the Seller’s brand may only be used for its other goods and cannot under any circumstances be used for goods that are not its own.

Any violation of this rule would expose the perpetrator to criminal prosecution and payment of damages.

ARTICLE 12 – SELLER’S WARRANTY AND LIABILITY 12.1 Scope of warranty

The goods are guaranteed against any defect in design, manufacture or assembly for twelve (12) months from the delivery date or completion of assembly. The onus of proving any defect lies with the buyer.

Repair work under the warranty shall not extend its duration.

The presentation of a warranty certificate or invoice shall be required when implementing the warranty. Under this warranty, the only obligation incumbent upon the Seller is the replacement or repair of the product or the element that is recognised as defective by its officers. To use the warranty, all goods must be covered by a prior After-Sales Service Agreement with the Seller. Any related shipping costs shall be payable by the Buyer. Under no circumstances shall the use of the guarantee give entitlement to compensation.

12.2 Exclusions from the warranty

The warranty does not apply to visible defects.

Defects and deterioration caused by wear and tear, external accidents, unplanned or unspecified modification of the goods by the Seller, incorrect assembly, defective maintenance, improper use and vandalism are also excluded.

The warranty shall not apply in the event of the Buyer’s misuse, negligence or failure to maintain the goods, or in the case of a Force Majeure Event.

ARTICLE 13 – CONTINGENCIES

These Terms and Conditions expressly exclude the legal contingency provisions of article 1195 of the French Civil Code for all sales transactions from the Seller to the Buyer. The Seller and the Buyer shall each refrain from invoking of the provisions of article 1195 of the French Civil Code and the contingency regime provided for therein, and shall meet their obligations even if the contractual equilibrium is disrupted by circumstances that were unforeseen when the sale was concluded, and even if it becomes excessively onerous to perform, and shall bear all the economic and financial consequences thereof.

ARTICLE14 – ENFORCED SPECIFIC PERFORMANCE

Should either party fail to perform its obligations, the injured party has the right to demand the enforced specific performance of the obligations arising from this document. In accordance with the provisions of article 1221 of the French Civil Code, the creditor of the obligation may seek specific performance, after simple formal notice has been sent to the debtor, without effect, by registered letter with acknowledgement of receipt, unless this proves to be impossible or if there is an obvious disproportion between its cost to the debtor in good faith, and its interest for the creditor.

If any obligations incumbent on the other Party are not met, the party harmed by the non-performance may request termination of the contract, according to the terms defined in the article “Termination of the Contract”.

ARTICLE 15 – DEFENCE OF NON-PERFORMANCE

It is noted that, pursuant to article 1219 of the French Civil Code, either party may refuse to perform its obligation, even though it is enforceable, if the other party does not perform its obligation and if the non-performance is sufficiently serious, that is to say liable to jeopardise the continuation of the contract or to fundamentally alter its economic equilibrium.

If the hindrance is permanent or lasts longer than 30 days from the date of notice of the hindrance, this contract shall be purely and simply terminated according to the terms defined in “Termination” for failure of one party to perform its obligations.

ARTICLE 16 – FORCE MAJEURE

Neither party shall be held responsible to the other nor may be considered as having violated the contract if it is prevented or delayed in the performance of its obligations by a Force Majeure Event.

ARTICLE 17 – TERMINATION

17.1 Termination for Non-Performance of a Sufficiently Serious Obligation

Notwithstanding the termination clause for the failure of one party to perform its obligations described below, the injured party of the non-performance may, in the event of a sufficiently serious non-performance of any of the obligations incumbent on the other Party, notify the Non-Performing Party, by registered letter with acknowledgement of receipt, of the contentious termination hereof, 10 days after receipt of the formal notice to perform has been served without effect, pursuant to the provisions of article 1224 of the French Civil Code.

17.2 Termination for Force Majeure

This contract can only be terminated as of right for a Force Majeure Event 10 days after receipt of formal notice by registered letter with acknowledgement of receipt or any extra judicial document.

ARTICLE 18 – DISPUTES

Any disputes arising from this contract and the agreements that result hereof, relating to their validity, construal, performance, termination, consequences and sequels shall be submitted to the competent court in the city of STRASBOURG.

ARTICLE 19 – APPLICABLE LAW AND LANGUAGE OF THE CONTRACT

By express agreement between the parties, these Terms and Conditions of Sale and the buying and selling transactions that result therefrom are subject to French law.

They are written in French. In the event that they are translated into one or several languages, only the French text shall prevail in the event of a dispute.

ARTICLE 20 – PROTECTION OF PERSONAL DATA

By agreeing to these Terms and Conditions, the Buyer gives consent for SINEU GRAFF to collect and use its data to meet all the contractual commitments as laid out in this document.

Pursuant to the Data Protection Act of 6 January 1978 and the General Data Protection Regulation (GDPR) of 25 May 2018, the Buyer has the right to be informed, to access, to rectify, to restrict processing, to erase, to data portability, and to object for a legitimate reason to the transmission of its personal data, through a simple request in writing.

In the event that the Buyer exercises its right to restrict or erase its personal data, all or part of the Seller’s on-line services may be limited.

Personal data collected may be subject to electronic processing for administrative purposes, business development and customer relationship management up to 3 years after the end of the business relationship.

The information provided is reserved for the exclusive use by the company SINEU GRAFF and shall under no circumstances be shared with a third party.

The Buyer consents to receive future marketing communications and promotional offers in any format. It may unsubscribe at any time by sending a letter specifying the purpose of the request and enclosing proof of identity.

Personal data collected may also be subject to automatic processing to enable the analysis of purchase behaviours and client activity on social networks.

ARTICLE 21 - ACCEPTANCE BY THE BUYER

These Terms and Condition of Sale are expressly approved and accepted by the Buyer, who declares and acknowledges having read them and, therefore, waives recourse to any contradictory document, notably their own Terms and Conditions of Purchase.