General conditions of sale

Article 1 - Object and field of application

Any order of products with our company implies the general acceptance by the purchaser and his full and whole adhesion to the present general conditions of sale which prevail on any other document of the purchaser, and in particular on all general conditions of purchase, except express and prior agreement of our company.

Any other document that the present general conditions of sale and in particular catalogues, leaflet, publicity, information notices, have only informative, indicative and non-contractual value

Article 2 - Orders

By order, it is necessary to understand any order bearing on our products being reproduced on our tariffs, and authorized by our company, like any estimate accepted by the purchaser.

The orders transmitted to our company are irrevocable for the purchaser, except written acceptance on our behalf.

Any request for modification of the composition or the volume of an order placed by a purchaser could be taken into account by our company only if the request is written including telefax or email, and has reached our company, at the latest 8 days after reception by our company of the initial order.

In case of modification of the order by the purchaser, our company will be freed of any previously agreed leadtimes for its execution.

Article 3 - Quantity

Due to aleas in manufacture, the orders with print are accepted subject to tolerance of 10% more or less of the ordered quantities. For any order, an estimate could be established at the request of the purchaser.

After execution, the invoicing will be established in accordance with the actual delivered quantities.

Article 4 – Deliveries

4.1 Time

The delivery periods are given only on a purely informative and indicative basis.

Our company endeavours to respect the delivery periods which it indicates when accepting the order, and to carry out the orders, except case of absolute necessity, or in the event of circumstances out of its control, such as the strikes, freezing, fire, storm, flood, epidemic, difficulties of provisioning, without this list being restrictive.

The delays of delivery cannot give place to a penalty or allowance, nor to justify a refusal of goods, a cancellation of order or an extension of the time limits of payment.

However, a delivery could be the object of cancellation in the case of the receipt of notification by registered letter within 15 day, which has remained without effect.

4.2 Transport

The transport of the goods is always at the risks and danger to the recipient.

Our company cannot in any case be held responsible for delay, damages, missing items or loss occurring at the time of transport. It remains with the recipient to exert his rights with regard to the transport company and consequently, to carry out all the reserves necessary with regard to the latter.

Any product not having been the subject of notification to the transport company by registered with acknowledgement of delivery in the three days of its reception, in accordance with the L.133-3 article of the Commercial law, will be considered accepted by the purchaser.

A copy of this letter will be addressed simultaneously to our company.

4.3 Receipt of goods

The examination of the goods will have to be made as of reception of those by the purchaser.

Without damage of the goods be taken by the purchaser with respect to the transport company as described in article 4.2, and in the event of apparent defects or missing items, any complaint relating to the delivered products will have to be formulated by letter registered with acknowledgement of delivery, within eight (8) days as from the delivery date . At the end of this period, the order will be considered as being accepted by the purchaser.

It will be up to the purchaser to provide all the justifications as to the existence of defects or incomplete delivery.

No return can be carried out by the purchaser without prior written agreement from our company, in particular obtained by telefax or electronic mail.

The costs of return will only be the responsibility of our company if an apparent vice or missing quantity is actually noted by the latter or his agent.

Only the designated transporter by our company is entitled to carry out the return of the products concerned.

When after control, an apparent vice or anomaly is actually noted by our company or our designated agent, the purchaser will be entitled to request that our company covers the cost of the replacement articles identified as non conform and/or the costs of replacing the missing products only on the condition that it has been confirmed thatour company is at the origin of the defect.

In no case, is the purchaser able to claim with any compensation or resolution of the order.

The purchaser is committed to maintaining possession of the products that are conform with his order.

The reception of the products without emitting reserves and ordered by the purchaser is qualified as total acceptance by the purchaser.

Any reserve will have to be confirmed by registered letter with acknowledgement of delivery, within eight (8) days as from the delivery date.

The complaint carried out by the purchaser under the conditions and according to procedures' described by this article does not suspend the payment by the purchaser of the goods concerned.

Article 5 - Samples

All the samples are payable. They will be refunded to the purchaser if they are turned over to us in perfect state and in their original packaging.

Article 6 – Marking and branding

The cost of marking is in function of the technology of marking used, the marked article and the ordered quantity.

This cost is composed of the following elements:

- fixed overheads for technical costs (screens etc),

- costs for marking, tools, drawings, designs and composition.

Standard markings, in letter of printing works, or are done based on models or offset films provided by the purchaser.

An estimate will be established, at the request of the purchaser, concerning these types of marking.

Except contrary written stipulation, the costs of markings are invoiced in addition.

Article 7 – Approval

Our company will use, models, samples, drawings, for which the mention “Approved” will have been certified and signed by the purchaser. The communication of this certificate releases our company of any responsibility for any errors or omissions noted after print.

The color pantone will be most similar possible, according to the support and of the technique used.

The prototype delivered for approval will be invoiced to the purchaser in addition to the costs of marking identified in article 6.

Article 8 – Product Creations – Brands

In accordance with the regulations governing the professions of publicity and with the laws regarding author's copyright and artistic, our company is sole owner of the rights attached to these creations.

Each printing project will be submitted for opinion to the purchaser in order to respond in the best manner possible to the request.

For every model, sample, drawing provided by the purchaser and before its use, the latter guarantees our company, that its reproduction cannot, in any case, casue infringement or prejudice to any third party.

In consequence, the purchaser guarantees our company against any legal action which any person based on whatever claims would esteem to have on the models, samples, drawings, company name, brands or logos provided by the purchaser.

Article 9 – Price

Our prices are fixed by the tariff in force or the proposal transmitted on the day of the placing of the order. They are always net of tax, without specific packaging, as available in our stores. The additional costs of transport, packing, insurance will be invoiced to the purchaser.

The prices mentioned with the tariffs are given as an indication and can be modified, due to fluctuation supplier prices, exchange rates and raw material increases.

Article 10 – Methods of Payment

10.1 Payment of the invoices

For any order, an instalment of 30% will have to be paid at the time of placing the aforesaid order.

The payment of the balance will have to be carried out with reception of invoice, except when prior specific payment conditions have been agreed (`for the first orders the payment will be carried out at delivery).

10.2 Penalties and recovery

For any amount not paid within the limits of the agreed conditions of payments our company will apply a fixed penalty of at 1% per month.

In application of article 441-6 of the Commercial law, these penalties are eligible without a recall being necessary.

Any delay of payment, unauthorized beforehand by our company, will involve the closing of the account of the purchaser and the immediate current liability of all the amounts remaining, irrespective of the means of payment envisaged.

10.3 Penalty clause

Any delay of payment automatically implies a fixed penalty of 15% of the amount of the unpaid invoice to be applied by our company and at the cost of the purchaser.

Article 11 – Transfer of property

The transfer of property of our products is suspended until complete payment of the price by the purchaser, even in case of granting specific terms of payment.

Our company will be able to apply the rights which it holds with the title of this clause of reserve of property, for any of its credits, on the totality of the products in possession of the purchaser, the unpaid latter being legally supposed to be those, and our company will be able to take back the products in compensation for all its unpaid invoices, without affecting its right of resolution of the sales in progress.

The purchaser will not be able to resell the products remaining unpaid unless within the framework of the normal exploitation of its company, and cannot in no case secure or take possession on its unpaid stock. In the event of non-payment, the customer will not resell the stocks to the amount of the quantity of unpaid products.

In the event of the purchaser going into receivership, the pending orders will be automatically cancelled, and our company reserves the right to reclaim the goods in stock.

The present clause does not prevent that the transfer of risks of goods are transferred to the purchaser as of their date of delivery.

Article 12 - Attribution of jurisdiction

Our company is domiciled and registered office is at Les Portes de Micy

8 rue de Rastignac, 45380 La Chapelle Saint Mesmin, Orléans France

Any disagreement about the application of these general Sales Conditions and their interpretation, their execution and the sale contracts concluded by our company, or with the payment of the invoices will be carried with the Chambers of Commerce of Orleans, irrespective of the geographic origin of the order, the delivery, the payment and the means of payment, and even in the event of a guarantee claim or in the case of multiple defendants.

The bill of exchanges does not constitute a cancellation or special dispensation, nor exemption from this attributive clause of competence.

The attribution of competence is general and applies, to a principal request, or an incidental request, or legal action or a summary procedure.

In addition, in the event of legal action or any other action in covering of credits from our company, expenses of summation, of justice, as well as the lawyer or usher fees, and all the expenses annex will be the responsibility of the faulty purchaser, as well as the expenses dependent or rising from non-observance by the purchaser of the terms of payment and delivery of the order concerned.

Article 13 – Renunciation

The fact that our company may not apply at any one given time one of the present clauses, is not to be understood as renouncing on any one of these clauses which may be applied at any other time.