GENERAL TERMS AND CONDITIONS OF SALE
OVERPRINT France SARL, Les espaces de Sophia – Bâtiment O, 80 route des lucioles, 06560 VALBONNE
SIRET 402 491 823 000 25 – RCS Antibes – 95 B 722 – TVA FR 81402 491 823
GST Version of December 24, 2019
The Customer (you): Company purchasing OVERPRINT Services, in particular: (i) printing or overprinting on packaging supplied by the customer, (ii) packaging, (iii) process licenses.
OVERPRINT (us): OVERPRINT entities or its authorized service providers.
Integrated Components: Third-party products or components specified or supplied by you.
Contract: Order referencing an OVERPRINT Quotation, both of which are therefore subject to the present General Sales Terms.
Quotation, or Price Offer: Proposal outlining the work to be performed, possible pick-up and delivery addresses of the Integrated Components and Products, the prices of our services and their lead time.
Process: OVERPRINT process and license to use the associated patents.
Products: Machines, Documents, Components and Ingredients rented, supplied or specified by OVERPRINT, associated with a license to use the OVERPRINT process.
Third-Party Products: all products purchased by OVERPRINT for the needs of the Service provided for in your Order.
Services: Services or technical support provided by OVERPRINT or its Service Provider. May include OVERPRINT Products and Third Party Products.
2. Scope of application.
The present General Sales Terms apply to sales, Services and announcements made by OVERPRINT in catalogs, price lists, advertisements and quotes, as well as on the internet or verbally. Any modification of these General Sales Terms or of an estimate must be confirmed by OVERPRINT in writing. All other conditions are excluded. By placing your order, you expressly accept these General Sales Terms.
3. Quotations, Orders, Contract.
As soon as the prospective feasibility test carried out on customer-provided samples is satisfactory, a Quotation will be issued. Only written quotations are valid for the period indicated therein or, failing that, for a period of 15 days. An order referring to a Quotation shall serve as our contract. Orders can be placed by email, on the internet, by mail or fax. All orders are firm and final. In the event of partial or total cancellation, OVERPRINT shall be liable to pay an indemnity equal to a maximum of 50% of the total amount of the cancelled order and if the outstanding amount is confirmed by OVERPRINT in writing, fax or email within 48 hours of receipt of the cancellation, 100% of this outstanding amount, which cannot be disputed by the Customer.
4. Prices and terms of payment.
Prices, relevant taxes and possible shipping costs are listed on your invoice. In the case of services planned to last more than one (1) month, variations in exchange rates, customs charges, transport and purchase costs of components, Third-Party Products and Services may cause us to adjust prices accordingly. Any order taken by OVERPRINT is subject to the payment of a 30% customer security deposit on the order amount covering the costs of launching production. Any invoice issued by OVERPRINT is payable on receipt, in the absence of different terms of payment granted by OVERPRINT on the price offer. First orders from new customers, as well as orders from a customer for which OVERPRINT has not obtained a guarantee from its factoring company, are payable prior to collection of the goods. Cheques are accepted subject to final collection. OVERPRINT reserves the right not to register the order of a customer who is not factorable with the company we use on that date. Compliance with payment dates is an essential condition of the Contract. OVERPRINT may suspend deliveries or Services until full payment of the purchase amount has been made. In the event of late or non-payment or refusal to honor a bill of exchange, all sums due by the customer become immediately payable with no further action. They shall bear interest at a rate set at the end of the month corresponding to the base bank rate in force at the time the delay is noted, plus 6 percent, in addition to collection costs and notwithstanding any damages. This provision is formally and irrevocably agreed between the parties and does not require any prior formal notice.
5. Production site.
OVERPRINT, having several production sites, reserves the right to concentrate its production on to a single site in order to observe deadlines agreed with its customer.
6. Delivery – Property – Risks.
The delivery period indicated in the Price Offer is firm, taking into account all information known to OVERPRINT at the time of its issue. Deliveries may be staggered. License Agreements: the license to use the Processes and Products is transferred to you for an agreed period after full payment of the security deposit and payment of the first three instalments. Until then, you must secure and store our Products separately, without modifying, collateralizing or selling them, and OVERPRINT may take them back. Under no circumstances may you resell them. If you refuse delivery without our agreement, you will have to pay for our expenses and resulting losses, including storage costs incurred until you accept delivery, or failing this, until you return it to the OVERPRINT location specified in the order cancellation document. The transfer of risks takes place when we deliver the Product to you.
You must check the packages on arrival and inform OVERPRINT of any substantiated reservations by registered letter with acknowledgement of receipt within three (3) working days after delivery. Failing this, the goods or Products are deemed to be accepted.
We guarantee that the OVERPRINT Products delivered under a License Agreement will be free of defects for three months following delivery. In the event of a problem during this period, we will repair or replace the Product within a reasonable period of time, in light of the complexity of the problem, availability of parts and the information provided by you. OVERPRINT manufactures and repairs using new or equivalent components in accordance with industry practice. The OVERPRINT warranty is given in lieu of any other warranty, irrespective of its nature, to the fullest extent permitted by law. OVERPRINT may revise the terms of the warranty from time to time. Our warranty does not cover: (i) damage caused by improper installation, or use, modifications or repairs made by an unauthorized third party or by you, (ii) damage due to an external cause, (iii) Third Party Products specified by you (iv) any order of yours has been properly executed by OVERPRINT.
9. Services provided alongside products and processes.
Services are provided by ourselves or our Service Providers in accordance with the Quotation. Turnaround times are estimated and depend on the distance, the accessibility of Products and site preparation, as well as OVERPRINT’s training of users. Service can also be provided by telephone or over the internet. Technical assistance and repair can be provided at your premises or ours. OVERPRINT retains ownership of Products installed and parts replaced. Unless indicated in the Service Offer, the following are excluded from the Service: work carried out outside working hours, weekends or holidays, components exempt from warranty, modifications to equipment, preventive maintenance, consumables, work that OVERPRINT does not consider necessary, the electrical environment, data or software transfer, viruses. Third Party Products and Integrated Components are repaired in accordance with their manufacturers’ warranty.
We cannot be held liable in the event of faulty workmanship, and in particular in the event of abnormally high spoiling rates due to a variation in the positioning of the original print in relation to the cut-out or the dimensions of the medium. Our liability is, by express agreement and in all cases, limited to the lesser of the following amounts: One thousand Euros or the price of our service (excluding transport, tests and technical costs) for 1000 units.
In the event of a change in regulatory provisions (e.g., but not limited to: Deadline for Sale, Lists of Ingredients, Production Site, Country of Manufacture) or in the event of Brand modification, the client certifies having obtained the necessary exemptions from the administrative and supervisory bodies or the owners of the brands concerned. The customer will provide this certificate to OVERPRINT on request. OVERPRINT reserves the right to suspend deliveries or service in the event of failure to present these certificates. In this case, the customer shall owe OVERPRINT an indemnity equal to a maximum of 50% of the total amount of the order or 100% of the outstanding production by OVERPRINT 48 hours after the certificate request by e-mail, fax or standard registered mail. Should the customer’s order give rise to an action for infringement before any court whatsoever, it is formally stipulated that the customer is solely responsible.
We decline any responsibility for : (i) indirect or non-material damages such as loss of turnover, salaries, income and/or loss of earnings, which you expressly accept, (ii) damages repaired by OVERPRINT within a reasonable period of time, (iii) damages that you could avoid or limit by a reasonable action such as the subscription of a maintenance contract or the application of our advice, (iv) all elements excluded from the guarantee or due to force majeure, (v) the faulty state of the medium received.
Goods travel at the risk and under the insurance coverage of the customer, even when OVERPRINT is transporting them on the customer’s behalf. In the event of damage or defect, the standard objections must be formulated on the delivery note and confirmed to the carrier and to OVERPRINT, each by registered letter with acknowledgement of receipt, within 48 hours.
11. Intellectual Property.
In the event of suspected counterfeiting of a Product, Process or Service rendered by OVERPRINT, the customer is obliged to assist OVERPRINT in proving such counterfeiting. OVERPRINT and the owners of the patents retain all their intellectual property rights in the Products and processes. Customers shall cancel any pending order with those responsible for the infringement.
12. Force majeure.
We are not responsible for delays in the execution of deliveries or Services caused by events beyond our reasonable control and will be entitled to an additional delay in the event of, for example: strikes, terrorist acts, wars, problems affecting our suppliers, transport or our production, exchange rate fluctuations, actions by public authorities, natural disasters. If such a situation lasts more than 2 months, the contract may be terminated by either party without indemnity.
Each party shall treat confidential information received from the other with the strictest discretion.
We may terminate this contract without notice if you fail to pay by the due date. Either party may terminate the contract in accordance with Section 11 above or if the other party: (i) commits a serious or persistent breach of its contractual obligations and fails to correct it within 30 days of written notice, or (ii) becomes insolvent or unable to pay its debts. In the event of partial or total cancellation of an order by the customer for internal or administrative reasons (waiver), an indemnity of 15% of the order value will be granted to OVERPRINT by way of compensation.
15. Commercial referencing.
You accept that the information concerning you will be stored and processed by OVERPRINT in accordance with the applicable laws on the protection of personal data and data processing. You agree that the information concerning you may be transferred to an OVERPRINT entity outside the European Economic Area. Finally, you accept that OVERPRINT may mention your company and your brands, with and/or without the associated logos, as a reference in its commercial documents and use its documents for direct marketing purposes.
Any OVERPRINT contract is subject to French law and to the sole jurisdiction of the Commercial Court of Antibes, Alpes Maritimes.
If a clause in the contract is declared null and void by a court, the rest remains applicable. OVERPRINT may contract out its commitments. Otherwise, this contract cannot be assigned or transferred. Notices must be sent to a legal representative of the other party in writing delivered by hand, electronic message, fax or expedited mail deemed received 48 hours after the postmark. Updates to our policies and rules may be posted at overprint.com.