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Article 1 : PURPOSE AND SCOPE


1.1.      Orders for any products manufactured by or distributed by "TRISKEM INTERNATIONAL" are subject to the full and unqualified acceptance by the Buyer of these terms and conditions of sale. In compliance with article L 441-6 of the French Commercial Code, any qualifications of these terms and conditions by the Buyer, in particular as specified in the Buyer's terms and conditions of purchase, shall be inapplicable, unless expressly accepted in writing by "TRISKEM INTERNATIONAL" prior to acceptance of the order.
1.2.      These terms and conditions of sale apply to the sale of any products manufactured by or distributed by "TRISKEM INTERNATIONAL", as listed in the company's sales catalogue and in the packaging specified therein for so-called standard products ("PRODUCTS"), unless otherwise specifically agreed in writing prior to the order.
Orders therefore imply the Buyer's unqualified acceptance of these terms and conditions of sale, unless sale is subject to conditions specifically granted to the Buyer in writing by "TRISKEM INTERNATIONAL".
Orders of non standard products, in particular with requests for packaging other than that specified in the catalogue, shall be subject to a feasibility study and "TRISKEM INTERNATIONAL" shall draw up an offer defining the terms and conditions of sale applicable and the validity of the offer.
1.3.      Any document other than these terms and conditions of sale, such as catalogues, prospectuses, advertisements or leaflets, is provided without warranty, for information purposes only.
1.4.      Should "TRISKEM INTERNATIONAL" and the Buyer be bound by any specific contract other than these terms and conditions of sale, the latter shall apply only to the extent that they do not run counter to the terms of the said specific contract.



Article 2 – ORDERS


2.1.     Orders submitted to "TRISKEM INTERNATIONAL" must include the following:
-   Buyer's full identity,
-   Invoicing and delivery address,
-   EU VAT n° or certificate of exemption if the Buyer has EU citizenship,
-   Quantity and reference n° or name of the PRODUCT ordered.
Orders submitted to "TRISKEM INTERNATIONAL" by distributors shall include the following in addition to the items above:
-   Resale certification letter,
-   End user certification,
duly completed and signed.
Orders submitted by first time buyers and in the cases specified hereunder shall be paid at the time of order.
2.2.     An order shall only be deemed firm if confirmed in writing and the sale shall be concluded once acceptance is forwarded to the Buyer within 2 working days of reception of the order.
2.3.     Cancellation or modification of the order by the Buyer shall be subject to the express written acceptance and to the conditions specified by "TRISKEM INTERNATIONAL". Should the Buyer modify an order after acceptance, "TRISKEM INTERNATIONAL" shall no longer be bound by the initially agreed delivery date.



Article 3 : DELIVERY


3.1      Delivery date
3.1.1    PRODUCTS ordered and sold are delivered at latest 15 working days after acceptance of the order by "TRISKEM INTERNATIONAL", unless otherwise specified at the time of acceptance of the order.
            Delivery dates are estimates and provided for information purposes only, being subject to carrier availability and to the date at which orders are received.
            "TRISKEM INTERNATIONAL" undertakes to make every effort to deliver orders and to comply with the delivery date specified on acceptance, with respect to standard delivery times for the industry, barring Acts of God or any other circumstances beyond their control, including, but not limited to labor disputes, fires or supplier failure.
            "TRISKEM INTERNATIONAL" reserves the right to deliver by installments. Each delivery shall be billed separately and payment shall be made on the due date, irrespective of subsequent installments.
            "TRISKEM INTERNATIONAL" shall not be liable for damages or compensation arising from late deliveries, whether delivery of an installment or of the whole order, nor shall late delivery be a valid reason for cancellation.
3.1.2    Non compliance with initial delivery dates on the part of TRISKEM INTERNATIONAL will not be deemed a valid reason for cancellation of an order submitted by the Buyer and accepted by "TRISKEM INTERNATIONAL".
3.1.3    In cases when "TRISKEM INTERNATIONAL" has no responsibility for organizing carriage of the ordered goods, TRISKEM INTERNATIONAL shall under no circumstances be held liable for late deliveries.
 
3.2.     Passing of risk
3.2.1    When the Buyer is responsible for carriage, PRODUCTS are delivered carriage paid. Risk in the PRODUCTS is transferred to the Buyer on delivery of the PRODUCTS to the carrier.
3.2.2    When “TRISKEM INTERNATIONAL” is responsible for carriage, carriage is for the Buyer's account. Risk in the PRODUCTS is transferred on delivery to the Buyer.
 
3.3.     Carriage
            The Buyer may request "TRISKEM INTERNATIONAL" to organize carriage under standard industry terms at the Buyer's risk and cost to the destination specified by the Buyer.
            In the case of shortages or damage to the goods delivered, the Buyer shall be responsible for notifying any reservations to the carrier.
            Any reservation shall be made according to the provisions of article L. 133-3 of the French Commercial Code.
            In the case of international sales, reservations may be addressed by fax or by e-mail.
 
 
3.4.     Receipt of goods
3.4.1    Notwithstanding any reservations the Buyer may submit to the carrier under article 3.3 above in the event of shortages or damage, no claim whatsoever relating to the delivered PRODUCTS will be entertained by "TRISKEM INTERNATIONAL" unless submitted in writing as specified under article 3.3.
3.4.2    The Buyer is responsible for supplying proof of any claimed shortages or defective goods.
3.4.3    No goods may be returned by the Buyer without the prior express written consent of "TRISKEM INTERNATIONAL", which may be sent by fax or e-mail.
            "TRISKEM INTERNATIONAL" shall bear the cost of carriage for returned goods only if a manifest defect or shortages have been duly observed by TRISKEM INTERNATIONAL or by their agent.
            Goods may only be returned by a carrier duly appointed by "TRISKEM INTERNATIONAL".
3.4.4    Should TRISKEM INTERNATIONAL or their agent observe a manifest defect or shortages, "TRISKEM INTERNATIONAL's" liability shall be limited to replacing the defective goods or supplementing the missing items at their own cost. The Buyer shall thereby hold no claim to compensation or to cancellation of the order.
3.4.5    Receipt of the ordered PRODUCTS without reservations disentitles the Buyer to any claims for manifest defects or shortages.
            Any reservation must be notified as specified under article 3.4.1.
3.4.6.   Payment for goods delivered remains due notwithstanding any claims submitted in relation to the said goods in compliance with the provisions of this article.
3.4.7    "TRISKEM INTERNATIONAL" can in no way be held liable for any event occurring during carriage of the goods, whether destruction, average, loss or theft, even when the carrier was chosen by TRISKEM INTERNATIONAL.
3.5.     Suspension of deliveries
            If, within 7 days of receipt of a reminder of non payment of a bill, the Buyer fails to settle the sums due, "TRISKEM INTERNATIONAL" reserves the right to suspend all ongoing or subsequent deliveries. The same shall apply in the case of accrued debt as defined in article 3.6. hereafter.
3.6.     Cash payment
            Orders are accepted on the understanding that the Buyer is financially sound, and will settle any amounts on the due date, in compliance with current legislation. Should "TRISKEM INTERNATIONAL" have any ground to fear that the Buyer may not be financially sound at the time of or following an order or should the Buyer's financial circumstances have changed since acceptance of the order, "TRISKEM INTERNATIONAL" may only accept the order or continue execution of the order on condition that a cash payment is made or security provided on behalf of "TRISKEM INTERNATIONAL".
            "TRISKEM INTERNATIONAL" shall suspend the execution of or turn down any order submitted by a Buyer owing more than € 3,000 excl.VAT due for over 90 days on the day the said order is received.
            "TRISKEM INTERNATIONAL" shall also refuse to honor any first-time order which is not paid cash with order.
            In the event that a Buyer refuses cash payment without offering the necessary security, "'TRISKEM INTERNATIONAL" may refuse to honor the order or orders submitted by the Buyer and to deliver the goods, and shall not thereby be held liable for refusing an order without due reason, or for compensation of any kind.
3.7.     Refusal to honor orders
            Should a Buyer submit an order to "TRISKEM INTERNATIONAL" without having fully settled previous orders, "TRISKEM INTERNATIONAL" may refuse to honor the order and deliver the goods concerned, without being held liable for compensation of any kind.
            Moreover, "TRISKEM INTERNATIONAL" shall be entitled to refuse any order, as the case may be, which is liable to contravene current export legislation, particularly that of the United States of America.



Article 4 – PRICE LIST - PRICES


4.1.     Price list
           The price list is applicable to all customers at any given date and is reviewed annually. Changes automatically apply on 1 January of the following year. In case of variation of currencies, of raw material costs or important modifications in manufacturing costs the price list might also be revised during the year.
 
4.2.     Prices
4.2.1    Prices are those specified in the price list applicable at the time of the order. Prices are always quoted exclusive of tax and inclusive of packaging.
    The price shall be payable:
-   by check or
-   by bank transfer
            Carriage charges will be billed entirely to the Buyer's account.
             For orders under EUR 150.00, we charge a handling flat rate to the amount of EUR 15.00, if not expressly agreed to the contrary.
4.2.2    Unless otherwise agreed, late deliveries do not entitle the Buyer to cancel or alter a contract of sale or to claim damages. TRISKEM INTERNATIONAL is not bound by any legal provisions specified in the Buyer's own business documents.



Article 5 – TERMS OF PAYMENT


5.1.     Payment
            Sums are due within 30 days of billing date.
            The due date for settlement is specified on the bill.
            In the case of payments by check, full payment shall only be deemed to have been made under the present terms and conditions once the amount has been credited to TRISKEM INTERNATIONAL's account.
            No discount of any kind shall be allowed for early payment.
5.2.     Non-payment
5.2.1    Overdue settlement shall give rise to the payment of interest at 1.5 times the legal rate of interest on the amount including tax. In compliance to article L.441-6 of the French Commercial Code, such interest is due immediately on receipt by the Buyer of notice of the charge from "TRISKEM INTERNATIONAL".
5.2.2    Furthermore, in compliance to articles L.441-3 and L.441-6 of the French Commercial Code, any sum remaining unpaid on the due date shall give rise to a fixed fee for recovery of payment.
5.2.3    TRISKEM INTERNATIONAL also reserves the right to apply to the relevant jurisdiction for an injunction to the Buyer to pay any overdue amounts, with penalties for each day overdue.



Article 6 - WARRANTY


6.1.     TRISKEM INTERNATIONAL warrants its own manufactured PRODUCTS against defects under normal use, for a period of 24 months from date of delivery. The resin Nickel (NI) is guaranteed 12 months.
Products distributed by "Triskem International" benefit from the guarantee of the manufacturer.
No claims, whatever the cause and whether substantiated or not, may be submitted outside the warranty period.
            Moreover, the warranty shall not apply to the following:
-  defects and deterioration of PRODUCTS due to abnormal warehousing or storage conditions on the Buyer's premises,
-  damage due to abnormal use of a produCt or use for purposes other than those for which it was manufactured,
-  PRODUCTS in any way altered by the Buyer,
-  non compliance with the instructions for use provided by "TRISKEM INTERNATIONAL" or misuse due to negligence on the part of the Buyer.
6.2.     Under this warranty, "TRISKEM INTERNATIONAL" shall be liable only for the replacement of the defective PRODUCTS without cost to the Buyer. TRISKEM INTERNATIONAL shall not be liable for the payment of damages, irrespective of the alleged cause.



Article 7 – PRODUCT INFORMATION


Information provided in catalogues or other document supplied by «TRISKEM INTERNATIONAL», is for information purposes only and is not contractually binding on "TRISKEM INTERNATIONAL".
Such information may be modified without notice from time to time, in particular as required by changes in the state of scientific knowledge.
Any information provided is based on the current state of knowledge available to "TRISKEM INTERNATIONAL".
Buyers may request a copy of the analysis certificate for the PRODUCTS ordered.



Article 8 - JURISDICTION


8.1.     The legal address for "TRISKEM INTERNATIONAL" is the company's registered office.
8.2.     The relevant jurisdiction for any litigation relating to the implementation of these terms and conditions of sale, to their interpretation and execution and to the contracts of sale concluded by "TRISKEM INTERNATIONAL" hereunder, or to the payment of the price for the goods, shall be the Commercial Tribunal with jurisdiction for the registered office of "TRISKEM INTERNATIONAL", irrespective of place of order, delivery or payment and of mode of payment, even in cases involving calls in warranty and multiple defendants.
8.3.     This same jurisdiction shall apply irrespective of the nature of the proceedings: main actions, derivative claims, and rulings on the merits of the case or summary judgments.
8.4.     Should TRISKEM INTERNATIONAL be required to undertake legal proceedings or other actions to recover settlements overdue, any legal costs, including bailiffs' fees and lawyers' fees, and any incidental charges shall be for the Buyer's account. The Buyer shall also be liable for any costs arising directly or indirectly from the Buyer's failure to comply with the conditions of payment or delivery for the ordered goods.



Article 9 - WAIVER


The failure of "TRISKEM INTERNATIONAL" from time to time to demand the strict performance of any provision under these terms and conditions shall not be construed as a relinquishment of the said provision or preclude further exercise thereof.



Article 10 – APPLICABLE LAW


Any questions pertaining to these terms and conditions of sale or to sales concluded hereunder, and not covered by the contractual provisions herein, shall be construed exclusively according to French law, and additionally by the Vienna Convention on the Sale of Goods as the case may be.
 
In case of any dispute the French version of the terms and conditions of sale prevails. The translation serves only for the convenience of the customers.