Terms & Conditions
1. Application of the general terms and conditions of sale
These general terms and conditions of sale and any subsequent versions are freely accessible to all by posting on the seller’s website at the URL www.e3med.com.
Placing an order implies the buyer’s full and unreserved acceptance of these terms and conditions of sale. The French version of these terms and conditions shall prevail over any translation thereof.
2. Controls
2.1. All orders are considered as a promise to purchase. Orders are final when confirmed in writing by the seller. The seller reserves the right to request specific guarantees to cover any risk of insolvency on the part of the buyer, in particular advance payment, down payments, bank guarantees, statements of protests, liens or pledges taken out on the buyer.
2.2. Any modification or cancellation of an order requested by the purchaser can only be taken into consideration if it is received in writing at least 48 hours before the products go into production. This modification can only be accepted after written agreement between the parties on the price and the additional lead time(s) it entails, and on condition that this modification is still possible given the initial purpose of the products and the state of progress of their manufacture. If the seller does not accept the modification, the sums paid will not be refunded.
3. Delivery
3.1. Terms and conditions. Unless otherwise agreed at the time of order, delivery is deemed to have taken place when the goods are made available at the seller’s premises according to EXW, Incoterms® 2020. If collection is at the buyer’s expense, in the absence of collection, the seller may take all necessary measures to store the goods at the buyer’s expense or arrange for delivery, after formal notice to collect the goods.
3.2. Deadlines. Delivery times are indicative and are not binding, unless a firm and imperative date has been agreed between the seller and the buyer.
3.3. Risks. Products travel at the buyer’s risk, unless otherwise agreed in writing. In the event of damage or missing products, it is the responsibility of the recipient to make detailed reservations on the carrier’s delivery slip, and to notify the carrier by registered letter within 3 days of receipt of the products, in accordance with article L. 133-3 of the French Commercial Code. Failing this, the products will be deemed to have been accepted by the purchaser. The buyer must insure the goods against all risks of damage. Insurance policies shall mention the seller’s status as owner.
4. Prices and payment terms
4.1. Price list. As our products are specific to each order, our prices, and any reductions, are fixed on a quotation valid for 1 month. Prices may be revised every 6 months. Any tax, duty or other charge payable in application of French regulations or those of an importing or transit country, shall be borne by the purchaser.
4.2. Terms of payment. Unless otherwise stipulated, invoices are payable by bank transfer (IBAN number: FR76 1870 6000 0017 9639 2300 033; SWIFT code: AGRIFRPP887; bank name: CREDIT AGRICOLE BRIE PICARDIE; addressed to E3MED) on receipt and without discount. In the event of a discount, this will be deducted from the seller’s taxable sales, the amount of taxes to be recovered by the buyer being reduced by the amount of taxes relating to the said discount.
4.3. Late or non-payment. In the event of total or partial non-payment for products delivered on the date of acceptance, the buyer must pay the seller a late payment penalty equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points (article L.441-10 of the French Commercial Code). The interest rate applied is that in force on the day of delivery of the products. This late payment penalty is calculated on the amount, including all taxes, of the remaining sum due, and runs from the due date of the price without the need for any prior formal notice. In addition to late payment penalties, any sum, including the deposit, not paid by the due date will automatically give rise to the payment of a fixed indemnity of 40 euros to cover collection costs. These penalties will be payable on receipt of a notice informing the buyer of the exact amount debited. In the event of non-payment, 48 hours after unsuccessful formal notice, the sale may be terminated by operation of law at the seller’s discretion, without prejudice to any other damages and interest in compensation for the full amount of the loss. Where payment is by instalments, non-payment of any instalment will result in all debts owed by the debtor to the seller becoming immediately due and payable without notice. The seller may also suspend all outstanding orders, without prejudice to any other course of action.
5. Retention of title & subrogation of claim
5.1. Reservation of ownership. In accordance with article 2367 of the French Civil Code, the seller retains ownership of the goods sold until full payment of the price, in principal and in accessories. In this respect, if the purchaser is the subject of receivership or liquidation proceedings, the seller reserves the right to reclaim, as part of the receivership proceedings, any goods sold but not paid for. In the event of non-payment (total or partial) of the price on the due date of products in stock with the purchaser, the seller may demand, ipso jure and without formality, the return of all products not yet paid for in full, including products normally payable at a later date.
5.2. Subrogation of claim. The purchaser is authorized to resell the goods delivered in his normal trade. Such resale shall, by way of real subrogation, transfer to the seller all claims arising from the resale to the sub-purchaser of the goods. The purchaser is entitled to collect his claims, even after this subrogation, without affecting the seller’s right to collect his claims himself. However, the seller undertakes not to collect claims to the extent that the purchaser properly fulfills his payment obligations. If the goods delivered are resold with other products not belonging to the seller, or after processing, the buyer’s claim against the sub-purchaser is deemed to be transferred for the amount of the initial price agreed between the seller and the buyer.
6. Liability
6.1. The seller takes the utmost care in the production, packaging and delivery of the products. However, in the event of late delivery, faulty workmanship or defects duly recognized by the seller, and with the exception of compensation for personal injury and the consequences of gross negligence on the part of the seller, the latter’s obligation will be limited to the replacement of defective quantities, and to compensation for direct damages only, up to a limit of 50% of the price of said defective products. In any event, the seller shall not be liable to pay compensation for indirect or consequential damages, such as loss of production, operating or profit, commercial loss or penalties. The buyer’s complaint does not suspend the obligation to pay for the products concerned.
6.2. Unless otherwise agreed at the time of order, no warranty for infringement is given on the seller’s products.
6.3. The seller accepts no responsibility for the content or accuracy of information printed on the seller’s products at the buyer’s request.
7. Warranties
With regard to the guarantees applicable to products, the seller applies the contractual conditions resulting from the definitions, execution and guarantees applicable to industrial packaging bearing the SEILA “S.E.I.” trademark, which the buyer can consult on the home page of the www.seila.com site, under the headings “THE SYNDICATE” and “STATUTES AND REGULATIONS”. Furthermore, in the event of a claim, in addition to the maximum amounts of cover stipulated in the SEILA contractual conditions, the seller cannot be held liable beyond the amounts contractually agreed with its insurance companies. These amounts will be communicated by the seller on request. Packaging of hazardous products will be carried out by the seller, on the basis of up-to-date Safety Data Sheets supplied by the buyer.
The packaging of hazardous products by the purchaser will be carried out in compliance with the instructions for use of the UN packaging supplied by the seller, and their use will comply with their approval certificates, available on request.
The seller shall be exempt from all liability in the event of handling of its UN packaging by personnel not trained by an authorized body.
8. Technical clauses
The seller reserves the right to make changes to the product and its technical characteristics, while maintaining its performance. These provisions are in line with legislation and regulations (including European directives) concerning the consideration of environmental requirements in the design and manufacture of packaging.
9. Confidentiality and industrial property
9.1 Confidentiality. The purchaser undertakes the strictest obligation of confidentiality concerning the studies, know-how, manufacturing and testing processes which belong to the seller and which are necessary for the manufacture of the products. This undertaking shall survive delivery.
9.2 Industrial property rights. The industrial property right includes the concept as well as all basic plans, calculation notes, drawings and all documents and information characterizing the manufacture of the products. The purchaser is prohibited from using this industrial property for his own account or from marketing it, or from copying or having copied all or part of the products protected by this industrial property, in any form whatsoever. Documents, including in particular instructions for use or technical specifications distributed with the products, are also protected by this industrial property right. Similarly, all derivatives, modifications, updates and improvements to products made by the seller are also protected by this industrial property and belong solely to the seller. The seller is also the owner of the trademarks it uses to market its products.
10. Anticipation
10.1. The present general terms and conditions of sale expressly exclude the legal regime of unforeseeability provided for in article 1195 of the French Civil Code for all transactions involving the sale of products by the seller to the buyer. Both parties hereby waive their right to invoke the provisions of article 1195 of the French Civil Code and the unforeseeable circumstances provided for therein, and undertake to assume their obligations even if the contractual balance is upset by circumstances that were unforeseeable when the sale was concluded, even if their performance proves excessively onerous, and to bear all the economic and financial consequences thereof.
11. Jurisdiction and applicable law
11.1. The applicable law is French law, to the exclusion of the Vienna Convention of April 11, 1980 on the International Sale of Goods. The courts of Meaux have sole jurisdiction, even in the event of a warranty claim or multiple defendants.