GENERAL TERMS AND CONDITIONS OF SALE

Section 1 GENERAL PRINCIPLES

The present terms and conditions of sale apply integrally to all sales made, out of France, by POLYREY Company (hereafter called “POLYREY”).

They take precedence over all general purchasing conditions or all other documents emanating from the client, regardless of their terms.

All orders sent to POLYREY imply the unreserved acceptance of POLYREY prices and of the present terms and conditions of sale.

All other conditions emanating from the client (provided that these do not contradict the present clauses) will only be considered valid if they have been accepted by POLYREY beforehand and expressly.

The fact that POLYREY does not invoke one or another of the present terms and conditions of sale at a given moment may not be interpreted as constituting renunciation of the possibility to later invoke any of the said terms and conditions.

The information about the products included in products catalogs and sales brochures, and more generally in any advertising and promotional material, shall be of an indicative character and consequently shall not commit POLYREY who therefore retains the ability to change all or part of the items and elements featured therein.

Section 2 APPLICABLE LAW – RESOLVING DISPUTE

2-1 The sales made by POLYREY – and more generally the commercial relationships existing between POLYREY and the Client – are governed by the provisions of French law.

2-2 It is expressly specified that any dispute of whatever nature related notably to the validity, the performance or the opposability, or the interpretation e of the present terms and conditions of sale shall be exclusively submitted to the courts having jurisdiction in the location of POLYREY headquarters, to which the parties expressly grant competence, unless POLYREY prefers referring the matter to another competent jurisdiction.

This clause is applicable even in event of a ruling in chambers and notwithstanding multiple legal proceedings or defendants, or introduction of third parties and regardless of the mode and modalities of payment as accepted in the conditions hereafter set out by POLYREY.

Section 3 ORDERS 3-1 Placing orders

Order will be sent by the client to POLYREY in writing, particularly by fax, by mail or by post.

The client must accurately describe the characteristics of the desired products and, more generally, indicate in his order all necessary elements to allow POLYREY to analyze the order and notably, references of the products quantity, desired delivery date, prices…

POLYREY will confirm the order by return by writing.

The order will be considered to be firm and definitive only after the written confirmation of the order by POLYREY.

POLYREY has no obligation to accept an order from the client and may refuse to sell the products for any reason, including the unavailability of the products, the quantity of products ordered or the insufficient coverage of the client in consideration with the POLYREY’s receivable risk management account. Refusal may not be given as grounds for the payment by POLYREY of damages to the client.

3-2 Order modifications or cancellations:

Except in cases of force majeure, no purchase order may be cancelled, totally or partially, or, in more general terms, modified by the client when the said order is being processed by POLYREY, unless POLYREY agrees thereto in writing. Client shall bear any prejudicial consequences undergone by POLYREY in relation with the said cancellation or modification, in particular regarding costs of repackaging products.

3-3 Personal order
The benefit of the purchase order is personal to the client and cannot be transferred without POLYREY’s prior written consent.

Section 4 CHANGES IN PRODUCTS, PRICE LISTS AND TERMS & CONDITIONS OF SALE
POLYREY reserves the right at any time – in particular taking into account market fluctuations – to change its products, price lists or terms and conditions of sale in any way, subject to the supply or distribution agreements concluded by POLYREY with his contractors, who would specifically define the regime of these modifications.

Such changes may affect an order to which the parties have agreed and which is consequently being processed if the general or specific environment concerning the order justifies such changes (in particular development of the legal and regulatory backdrop, increase in taxes and duties of any nature, increase in production and transportation costs).

Section 5 DELIVERIES 5-1 Terms of delivery:
The products will be delivered as per the FCA Incoterm CCI version 2010 to POLYREY’s principal place of business or any other location designated by POLYREY, except where stipulations to the contrary exist.

The delivery will thus be considered to have been carried out at the time the products are made available at the said place, before loading. It is agreed that the client will load the products at his own risk and costs.

POLYREY shall have the right to split the delivery or to deliver the products ordered globally, without any indemnity due to the client.

Each delivery will give rise to the establishment of a delivery slip defining, the delivery date of the products ordered and their designations and quantities. Each delivery slip will necessarily have to be signed by the client or its authorized agent at the delivery of the products ordered.

5-2 Collection of the products
Client shall take possession of products ordered at the place, date and time as indicated by POLYREY. Before delivery, the client shall take all measures in order to insure that the collection is carried out with all the security required, and more generally, insure that this operation will be carried out as effectively as possible, considering the means specified by POLYREY.

The client shall indemnify POLYREY of the whole charges possibly incurred by POLYREY and damages that may be suffered by POLYREY – directly or indirectly due to the late collection by the client of the products ordered (notably invoicing of the storage costs) – notwithstanding the right for POLYREY, at its own discretion, to cancel the concerned order, at the exclusive fault of the client.

 

If the client refuses, or fails to collect the products made ready for delivery in accordance with the order or fails to take every step necessary for the collection of the products at the agreed delivery date, POLYREY will be entitled to:

 

- Invoice the price of the products without delivering them and the storage costs to the client, and/or,

- Terminate the purchase orders, allowing POLYREY to dispose of the products as it desires and to recover from the client any loss or additional expenses resulting from this refusal or failure.

 

If POLYREY notifies the client that the products are ready for delivery and the client asks that collection be suspended, delayed or carried out in installments, the price of the products will be immediately due.

 

POLYREY shall not be liable for any deterioration of the products made ready for delivery to the client, when the client has not collected the products in due time.

 

The client will be invoiced for any costs or expenses arising where POLYREY has, at the request of the client, organized the transportation of the products. Such requests by the client are subject to prior acceptance by POLYREY. POLYREY will not be held liable for any changes resulting out of, or in connection with, such transportation and the organization thereof.

 

5.3Transfer of risks

As from the date of delivery – as defined by the Incoterm CCI applicable – the products will be in the care of the client, who must bear all risks which they may suffer or to which they are subject, for any reason whatsoever, even in cases of force majeure or acts of a third party.

 

The client will take out an insurance policy for the benefit of POLYREY, covering risks related to the products as from the transfer of the risks until the transfer of ownership. He must demonstrate payment of the premiums immediately upon request from POLYREY, and inform the latter at the earliest opportunity of any events likely to affect the insurance policy.

 

5-4 Delivery lead times:

POLYREY will make every effort to deliver the products to the client within the lead time agreed on the order confirmation by POLYREY.

 

Nevertheless, delivery lead times are given for information purposes only, and are purely indicative and cannot give rise to damages, penalties or cancellation of orders. In addition, delivery lead times are dependant on the receipt, in due time, by POLYREY of all the information required from the client.

 

5-5 Force majeure.

Force majeure or events beyond a reasonable control of POLYREY release POLYREY, at his discretion - temporarily or definitively - from any commitment to deliver, without this giving rise to compensation for the client. The following events constitute such a situation, the list of which is, however, non-exhaustive:

- Destruction affecting all or part of POLYREY’s facilities.

- Serious public disorders, wars, strikes, riots, government actions, epidemic, blocking of means of transport and communication.

- Natural catastrophes, cold snaps or similar.

- Technical unavailability, being out of stock and any delays on the part of POLYREY’s suppliers.

and, at a more general level, all events or external causes beyond POLYREY’s control, hindering and/or stopping POLYREY’s supplies and/or deliveries or those of his suppliers, service providers, and/or sub-contractors, and preventing POLYREY in good faith from carrying out delivery of wines ordered.

 

5.6 Packing and packaging:

The products ordered are supplied packaged by POLYREY, in particular with regards to the type of transportation stipulated in the order. Packing and Packaging are considered by the client relevant to protect the integrity of the ordered products - the client consequently releasing POLYREY from any proceedings taken against him on this basis.

 

Within the scope of the order placed by the client, POLYREY may, at the client’s request, be led to place labels on products – and more generally on packaging – that may prove necessary for the client to market the said products (on territories of destination). The said labels will be supplied either by POLYREY or the client, to their prior agreement.

 

Section 6 CONFORMITY – ACCEPTANCE

 

6-1 Reservations :

On delivery, (see article 5.1 hereof), client shall check the nature, state, quantity, and more generally, whether the products delivered comply to the contents of the relevant order.

 

It is specified that :

 

- The products are checked by POLYREY prior to delivery. As a consequence, the products delivered by POLYREY are considered suitable and free from defect and the client shall prove – in addition to the existence of the non conformity – that it is due to POLYREY.

- For products that are not in POLYREY catalogues, for derivated products or special products, a tolerance in the quantity of the products delivered shall apply to the quantity of products ordered as follows. The tolerance is agreed by the client to be set to a maximum of 10 % between the quantity of products ordered and the quantity of the products delivered :

#for the products labelled HPL, PANOPREY, POLYFORM, PLACAGE and PU METAL, this tolerance applies for a maximum of ten (10) boards,

#for the product labelled COMPACT, this tolerance applied for a maximum of one (1) board for six (6) boards delivered.

 

this tolerance being accepted by the client, being understanding that any delivery complying with this tolerance could not lead to any reservation by the client or indemnification of the client.

 

- In every circumstances, any reservation or contestation concerning the conformity of the products must :

 

# at the reception of the products, be expressly mentioned by the client on the delivery slip kept by the transporter together with the date, time and signature of the consignee. More generally, the client must preserve, in the time and the form required by the regulation in force, the rights and actions against third parties in charge of the transportation of the products ordered,

 

# and must be confirmed in writing to POLYREY with proven receipt, within a period of 7 calendar days as from receipt of the products. More Generally, the client shall supply any justification concerning anomalies that were noted and take all the necessary steps for POLYREY to be able to check this out, and if need be, to remedy this situation.

The client must prove the existence of shortcomings in addition to any faults concerning the products. POLYREY reserves the right to carry out any verification on-site. The client agrees to allow POLYREY or any person duly authorized by POLYREY total liberty to carry out any verifications and/or inspections which he considers necessary and enables unimpeded access to POLYREY to do so.

Only POLYREY or any person duly authorized by POLYREY may carry out these inspections and verifications.

6-2 Return of the products
No return of the products will be accepted unless this return has been expressly approved beforehand by POLYREY.

Any product returned without POLYREY’s consent is done so at client’s expense and risk and shall not give rise to any credit. The client shall compensate POLYREY for all costs borne by the POLYREY, together with any damages possibly suffered by POLYREY, either directly or indirectly, arising from such unauthorised return.

Any request for returning a product shall be made by the client within a period of thirty (30) days as from the discovery of the nonconformity affecting the products.

Within the scope of any request for returning a product supposed by the client to be defective or non-compliant, the concerned product shall be put by the client – pending the upcoming decision to be taken by POLYREY – at POLYREY’s disposal in the client’s premises. The client shall provide POLYREY with any information and justification concerning the alleged defect or non-compliancy – the client having to allow POLYREY and take all steps necessary for POLYEY to check for himself, or via anyone POLYREY decides to be substituted to this end, the state of the product alleged to be defective or non-compliant. In this respect, the client must not intervene himself or recourse to a third party to this end and shall take all the necessary steps to preserve the integrity of the alleged defective or non-compliant product. The client shall also, at POLYREY’s demand, return the concerned products, with all risks, charges, and costs of transportation being borne by the client.
Should these conditions not be observed, the liability of POLYREY may not be invoked.

Section 7 LIABILITY
POLYREY guarantees to supply products in compliance with current regulations and with the characteristics described by POLYREY for each product in question. Thus, POLYREY guarantees client that the products ordered are of fair marketable quality.

This guarantee is only given in respect of French and EU regulations (EN 38, EN 14322, EN 13894), POLYREY’s instructions in terms of storage, transportation, use of the products, and general recommendation of AFNOR (from n°T54320 to T54330). It is notably reminded that the particle boards used in the composition of the products are only to be used for temperate regions. This guarantee could not so apply to products sold and stored in non temperate regions.

For exterior façade panels, this guarantee shall only apply for uses complying with technical advices number n°2 /11-1445 et n°2/11-1446, according to construction rules and technical instructions in force.

POLYREY’s commitment is restricted to this guarantee of compliancy.

In addition, POLYREY does not guarantee:
- compliancy of labels – and, at a more general level, any indication – applied by POLYREY at client’s request;
- non-violation of rights owned by third parties, in particular intellectual property rights.

In particular, it is up to client exclusively to respect the compliancy of characteristics and elements relating to the nature and qualities of the products ordered, to standards applicable on the territory where the ordered products are to be used and/or sold, and he shall be solely responsible on this score.

In the eventuality of products not being compliant, and insofar as it has been definitively recognized that such compliancy is POLYREY’s exclusive responsibility, this shall be strictly limited – at POLYREY’s discretion – to the obligation:

- to replace non-compliant products by identical or similar products or,
- to carry out refund of the price paid by client to POLYREY for non-compliant products without the client being able to claim any compensation, damages or termination/cancellation of the order from POLYREY or,
issue a credit note as settlements of all accounts.

Section 9 PRICES
Invoices will be drawn up based on the price applicable on the day of the confirmation of the order by POLYREY. Prices are expressed EX-WORKS to the place of delivery as indicated by POLYREY to the client (cf. section 5 above), except where stipulations to the contrary exist.

The price charged by POLYREY for the products is exclusive of all taxes, including national and local sales, use or value-added taxes, customs duties, withholding taxes or similar charges imposed by any governmental entity after the products has been delivered in conformity with section 5 above.

The accounting and payment currency will be indicated on the confirmation of the order and on the invoice.

Section 10 PAYMENT 10-1 Payment terms:
For initial orders with new clients, payment shall be made at the date of delivery.

The payment terms are set at thirty (30) days after the date of delivery, except in the event that special conditions expressly apply.

The payment terms shall only apply as long as the client is eligible for coverage under POLYREY’s receivable risk management account.

10-2 Means and place of payment:
The invoices will be paid by cheque, recovered bill of exchange, documentary letter of credit, or bank transfer.

The invoices are payable to the principal place of business of POLYREY.

10-3 Discounts:
A discount of 0,30 % of the invoiced purchase price for early payment made at the date of delivery is granted to the client.

POLYREY’s products are invoiced to the client without the application of any other discount, except in the event that special conditions expressly apply. In particular, no discount is allowed for early payment.

10-4 Down-payment:
Any down-payment made by the client to POLYREY shall be retained by POLYREY in case of cancellation of the order by the client.

 

10-5 Moment of effective payment:

The payment is considered to have been made when the funds are made actually available to POLYREY.

 

10-6 Non-payment Late payment:

Any amount not settled on the due date automatically gives rise to the application of:

 

• penalties for late payment calculated on the basis of outstanding sums at a rate equivalent to three times the French legal interest rate currently in force. These penalties accrue from the day following the date of settlement indicated on the invoice until full payment thereof and/or,

 

• a lump sum compensation to the amount of €40 per unpaid invoice for collection costs. When the collection costs incurred by our company are greater than the amount of this lump sum compensation, POLYREY may ask for additional compensation against the relative vouching documents.

 

If an invoice has not been paid by its payment due date, even partially, POLYREY reserves the right to demand :

 

- The payment in full of all sums remaining due, regardless of the payment method concerned, and/or,

- The suspension of all orders underway and/or,

- The cancellation of the order concerned by the non-payment and of all the orders made by the client. In these circumstances – as said in section 10-4 – POLYREY shall retain any down-payments made by the client to POLYREY; and/or,

- All guarantees, as for example a bank guarantee, to the client and/or,

- The compensation of the unpaid invoice with the sums that may be owed - by POLYREY to the client.

 

Moreover, all of the charges necessary to applying these measures will be at the exclusive cost of the client.

 

Any deduction and/or compensation from the client are expressly excluded, except in the case of POLYREY’s prior, written consent.

 

Section 11 RESERVATION OF TITLE CLAUSE

The products sold by POLYREY will only become the property of the client after payment in full of the sums owed by the latter, including the price for related services such as transport charges when these are due.

 

When requested to do so by POLYREY, the client must demonstrate that he has taken out an insurance policy covering among other things fire, explosion, theft, water damage, machine breakage risks, and also covering all goods necessary to carrying out his activity including products of which he is not the owner. He agrees to maintain this cover until the ownership of the products sold is transferred to him.

 

Up to the moment that ownership is transferred, the client must ensure the satisfactory conservation of the means of identification attached by POLYREY to the packaging in which the products are delivered, in conformity with the wording of the sales documents. POLYREY reserves the right to verify by any means of its choice that the client is conforming to the above obligations, without the latter being able to contest such verifications.

 

The client agrees to inform POLYREY of any fact liable to compromise its right of ownership.

 

The client is required to use any legal/judicial method to oppose any claims that third parties may make with regard to the products sold by means of seizure, confiscation or equivalent procedures. He must inform POLYREY of this at the moment such facts are known to him, to enable the company to protect its interests.

 

In the event of the client's assets being used as collateral or security for a pledge, the latter agrees to inform POLYREY and to provide evidence of the legal situation of the products sold.

 

Should POLYREY take back the claimed products, this will oblige the client to make good the losses resulting from the depreciation of the products concerned.

 

The costs for returning the products such as dismantling, packaging and transportation are at the cost of the client.

 

Section 12 NON-DISCLOSURE – INTELLECTUAL PROPERTY

 

The client shall not disclose, disseminate or cause to be disclosed confidential information, communicated by POLYREY – even if the information is not expressly stated as being confidential – without POLYREY's written consent to any person other than the client's own employees who need this information. The client shall inform its employees of this confidentiality obligation and shall be held sole responsible in case of breach by its employee of this confidentiality obligation.

 

It is understood and accepted by the client that no element in the commercial relationship between POLYREY and client shall enable the client to claim transfer for his benefit or for that of a third party of any right of property or exploitation of all or part of intellectual property rights (regardless of their nature, scope and/or origin) held by POLYREY with regards to the products ordered and/or related thereto.

 

Client undertakes to respect rights thus held by POLYREY and carry out no action liable to violate them and, more generally speaking, violate POLYREY’s interests.

 

Section 13. PROPERTY OF THE PROMOTIONAL MATERIALS

 

The promotional materials related to POLYREY products, delivered to the client for the marketing of the said products, are the exclusive property of POLYREY. Promotion materials shall be used under the exclusive responsibility of the client, must be well-preserved and returned to POLYREY at its first request.