General conditions of sale
In accordance with Article L 441-6 of the French Commercial Code, our General Terms and Conditions constitute the sole basis for commercial negotiation. These General Terms and Conditions govern relations between SAS SYNNEO, Parc d'activités du Levant, 40 Impasse Madeleine Brès 77127 Lieusaint, registered with the Melun Trade and Companies Register under number B 915 012 231 and SIRET 91501223100014 and its customers. They are shown on the back of each invoice.
1 - ORDERS - READY FOR PRESS
All orders imply unreserved acceptance of our General Terms and Conditions of Sale and our price list, which the buyer expressly acknowledges. The information in our catalogue is given for information only. By order we mean any document issued by the customer containing the description and reference of the items, the quantities and the price. The order is considered firm and definitive when our services issue the order confirmation. No subsequent modification or cancellation of an order is possible without our written agreement. We reserve the right to refuse orders or to execute only part of them. We refuse to accept the return of goods for which a firm order has been placed. Any special conditions stipulated in connection with an order are binding on us only in respect of that order. SYNNEO cannot be charged any penalty for errors or anomalies resulting from the order. Our company only executes orders for which the "ready for press" note is certified by the purchaser, who is liable for any errors or omissions found after printing. No subsequent changes can be accepted. The "BAT" prototype will be invoiced in addition to the cost of advertising branding. In the event of cancellation of an order after the proof has been produced, we will invoice the costs of creation, bromination and administrative management at €100 excluding VAT per mock-up.
2 - PRICES
Unless there are special conditions, the price is that resulting from the general pricing conditions in force on the date of confirmation of the order to the buyer. Specific taxes or duties are added at the end of the invoice. Postage, packaging and insurance costs are invoiced to the buyer in addition.
3 - MARKING
Marking costs are extra and depend on the type of printing used, the item marked and the quantity requested. We cannot be held responsible for changes to the technical or quantitative specifications of your products. As the articles are essentially creations or imports, their origin may vary for the same category of products. As colours react differently depending on the origin of the items, we cannot guarantee uniformity of colour on different products. Slight variations in colour and finish may not result in refusal to accept the order. In the absence of precision, the choice of typeface is left to our typography workshop. In the absence of an exact indication of the colour with the Pantone range (specified on the order form), we will try to match as closely as possible the indications provided by the sales representative.
4 - QUANTITY
Due to manufacturing contingencies, orders with printing are accepted subject to a tolerance of +/-10% of the quantities requested, in accordance with industry practice. After execution, invoicing will be based on the quantities actually delivered.
5 - DELIVERY TIMES
Our delivery times are given for information only and are indicated on the order confirmation. However, once the indicative delivery period has elapsed, a delivery may be cancelled after a formal notice to deliver has been served within a period of fifteen days, notified by registered letter and remaining without effect, and without being able to give rise to compensation or penalties. As an indication, and after acceptance of the proof, the average production time is four to six weeks for standard items, and eight to twelve weeks for brand images or object creations. The production lead time does not begin until we receive the Customer's proof approval. In the event of a modification of the order by the purchaser and accepted by our company, we shall no longer be bound by the initial deadlines. Our company may make full or partial deliveries. You have a period of eight calendar days from delivery to inform us of any observations or disputes concerning the goods. After this period, no complaint can be taken into account. No refusal or return of goods for late delivery is possible without SYNNEO having been able to check the reality of the grievance and without SYNNEO's prior written agreement. In the event of force majeure or any other event that makes it difficult for our company to execute the order within the agreed timeframe, the indicative delivery times will be extended until the event preventing normal execution of the contract has ceased. The following are considered to be cases of force majeure: any strike, lock-out, fire, epidemic, flood, bad weather, damage to equipment, riot, war, stoppage of motive power, interruption in the supply of energy, shortage of raw materials, rise in the price of raw materials, change in standards and regulations either on our part or on the part of our suppliers or carriers, late delivery by our suppliers or subcontractors, even if only partial, and whatever the cause. If a case of force majeure continues for more than four weeks, the order may be cancelled by simple notification from our company and without any compensation to the buyer.
6 - TRANSPORT
Whatever the means of transport agreed under special conditions, our goods and their packaging always travel at the buyer's risk. Under no circumstances may we be held liable for destruction, damage, loss or theft during transport. The usual reservations provided for in Article L 133-3 of the French Commercial Code must be substantiated and sent to the carrier as soon as the goods are received, and must be confirmed by registered letter with acknowledgement of receipt within three days, not including public holidays. A copy of the consignment note containing the reservations must be sent to our company on the same day.
7 - RECEIPT - COMPLAINTS - RETURN OF GOODS - GUARANTEES
7.1. In general, in the event of goods recognised as defective or not conforming, our liability as seller is limited either to the replacement of the goods with identical or equivalent goods, or to the value for which they were invoiced. No refusal or return of goods is possible without SYNNEO having been able to check against each other the reality of the grievance and without SYNNEO's prior written agreement. Our liability for indirect damage is excluded.
7.2. Visible defects, breakages and non-conformity: It is essential that conformity with the order is checked at the time of delivery. Without prejudice to the measures to be taken with regard to the carrier, claims for apparent defects, breakage or non-conformity of the products delivered must be made to our services and accompanied by supporting documents, within eight days, not including public holidays, following receipt or availability of the products, failing which the claim will be forfeited. Any claim for shortage not noted on arrival and not mentioned in the reservations on the consignment note will be rejected. All claims must be substantiated. The purchaser must allow our Company every opportunity to verify the accuracy of the alleged apparent defects or non-conformity, and to remedy them. The purchaser shall refrain from returning disputed products without our prior written agreement. No product may be returned unless it is in perfect condition and in its original packaging. The costs and risks of the return will be borne by our company only in the event of an apparent defect or shortage.
7.3. Hidden defects: Any claim for hidden defects must be submitted to our services with supporting documents as soon as possible. We guarantee to repair or replace free of charge (identically or equivalently or at the value for which it was invoiced) any product affected by a hidden defect relating to its material or manufacture.
7.4. Abnormal use of the products or use that does not comply with the specifications indicated by our Company (such as catalogues, product sheets, instructions, etc.) is excluded from any warranty. The same applies to defects and deterioration caused by natural wear and tear or poor maintenance.
7.5. If the purchaser considers that the products delivered are likely to cause damage to third parties or if he has been warned by any person or authority of the existence of such a risk, he is obliged to inform us as soon as possible in the following manner: Telephone during working hours: 01 60 62 42 50 These confirmations must indicate precisely the product references and the reasons for the telephone call.
8 - SAMPLING
All samples are subject to a charge. They are refunded to the buyer if they are returned to us in perfect condition and in their original packaging.
9 - INTELLECTUAL PROPERTY
Studies and projects, sketches, models and prototypes produced at the customer's request remain the exclusive property of SYNNEO. All creative and reproduction rights, and in particular copyright, trademark rights and know-how, remain strictly reserved by SYNNEO, even if they have been the subject of any participation by the customer. Each printing project is submitted to the customer for approval. Any study or mock-up is invoiced. For all elements supplied by the customer, the latter guarantees our company that they will in no way infringe the rights of a third party. The customer shall be solely liable in the event of recourse by a third party.
10 - PAYMENT
For all orders, a deposit of 40% must be paid (in the event of cancellation by our company, the deposit will be returned without compensation). Payment of the balance for orders under €300 (incl. VAT) must be made in cash on receipt of goods or by cash on delivery. For orders over €300 including VAT, payment is due within 30 days net. The fact of having benefited from a payment facility does not entail any obligation on our part to maintain it. Our company does not discount for early payment. Any payment incident or, more generally, any deterioration in the purchaser's credit rating may justify the requirement of guarantees, cash payment or payment by draft payable at sight, prior to the execution of orders. All complaints concerning invoices must be sent to us by registered letter within eight days, failing which they will be forfeited. No set-off or deduction may be made by the purchaser against sums due to our company. Any unilateral set-off or deduction by the customer (e.g. for late delivery, breakage, shortage or non-conformity) will constitute a default of payment with all the consequences set out in article 11 of these General Terms and Conditions.
11 - DEFAULT OF PAYMENT
Any unpaid invoice will automatically incur late payment interest equivalent to the ECB rate plus 10 percentage points, without prior formal notice. The purchaser is also automatically liable for a fixed indemnity for collection costs of €40 in the event of late payment. All legal costs shall be borne by the purchaser. Late payment of a single invoice or due date shall automatically result in all sums owed by the purchaser becoming immediately payable. Failure by the customer to meet its essential obligation to pay on the due date shall constitute serious misconduct and may automatically lead to the suspension of the execution of orders in progress and deliveries.
12 - RESERVATION OF OWNERSHIP
The goods remain the property of our company until full payment has been received. The buyer assumes all risks of loss or deterioration, even in the event of unforeseen circumstances, acts of third parties or force majeure.
13 - DISPUTES
Our company elects its registered office as its domicile. The Commercial Court of Melun has exclusive jurisdiction to hear all matters relating to the formation, validity, interpretation, performance, non-performance or termination of agreements or business relations and resulting orders with our company. This attribution of jurisdiction is general and applies whether the claim is a principal claim, an incidental claim, an action on the merits or a summary proceeding. French law alone is applicable.
14 - RENUNCIATION
The fact that our company does not avail itself of any of the clauses herein at a given time shall not constitute a waiver of its right to avail itself of the same clauses at a later date.