1. Application of the General Terms and Conditions of Sale

The present general terms and conditions have been communicated to the buyer, who has been able to freely take cognizance of them and accept them within the meaning of article 1119 of the French Civil Code.

By virtue of this acceptance, these general terms and conditions take precedence over any other document that may have been exchanged between the parties to the contract, with the exception of any special terms and conditions negotiated as specified below.

If specific terms and conditions, other than the order, are established between the parties and formally accepted in writing by QUADRIMEX CHEMICAL, they shall prevail over the general terms and conditions.

On the other hand, any clause to the contrary unilaterally imposed by the purchaser will therefore, in the absence of express acceptance, be unenforceable against the seller, QUADRIMEX CHEMICAL, regardless of when it may have come to its attention.

2. Awards

Our goods are invoiced on the date of dispatch at the price confirmed to the buyer, which may be subject to indexation and/or a revision formula agreed between the parties.

3. Controls

Orders sent directly to QUADRIMEX CHEMICAL, or through its agents or representatives, shall only become final after written confirmation by QUADRIMEX CHEMICAL.

These General Terms and Conditions, the order accepted in writing by QUADRIMEX CHEMICAL, and any document issued by QUADRIMEX CHEMICAL relating to the subject of the order, including, for example, any special conditions, to the exclusion of any other document issued by QUADRIMEX CHEMICAL, and having only an indicative value, form the contract.

In this contract, QUADRIMEX CHEMICAL specifies that it has drawn up these general terms and conditions. However, this does not mean that they have been “determined” and “withdrawn from negotiation” within the meaning of article 1110 of the French Civil Code, since the two parties to the contract have then freely chosen, with full knowledge of the facts, to make these general conditions their own by incorporating them by mutual agreement into the contractual field.

Any modification or cancellation of the order requested by the purchaser is subject to the express agreement of QUADRIMEX CHEMICAL. Such a request by the purchaser can only be considered if it is received by QUADRIMEX CHEMICAL no later than seven (7) days before shipment of the goods. After this period, the order remains valid and must be paid for by the purchaser.

QUADRIMEX CHEMICAL reserves the right to refuse any order for which the invoiced amount, excluding VAT, is less than €500.

4. Specifications and safety data sheets

All products marketed by QUADRIMEX CHEMICAL are covered by a technical data sheet drawn up by QUADRIMEX CHEMICAL or by QUADRIMEX CHEMICAL’s suppliers, to which a safety data sheet is attached where required by French law.

The limit of liability of QUADRIMEX CHEMICAL and the warranty given on the products is limited solely to the warranty given on these specifications and safety data sheets when leaving our sites or our suppliers’ collection sites, as the case may be.

By placing an order with QUADRIMEX CHEMICAL, you expressly accept these specifications and safety data sheets.
Consequently, by accepting the present contract, the buyer expressly acknowledges that he has been provided with the information required to determine his consent in accordance with the pre-contractual duty to inform set out in article 1112-1 of the French Civil Code.

Until the offer has been accepted by the purchaser, QUADRIMEX CHEMICAL reserves the right to make any changes to its products at any time.
In application of article 1121 of the French Civil Code, the contract is deemed to have been concluded when acceptance of the offer by the purchaser reaches QUADIRMEX CHEMICAL at its registered office.

5. Technical and sales documentation

All technical and/or commercial documentation is provided by QUADRIMEX CHEMICAL to the purchaser for information purposes only. QUADRIMEX CHEMICAL cannot be held responsible in the event of litigation or recourse by the purchaser concerning the elements mentioned in these documents. QUADRIMEX CHEMICAL reserves the right to modify technical documentation, specifications, SDS, prospectuses, catalogs or any other document at any time without prior notice.

6. Deliveries

Unless expressly agreed otherwise, the delivery times indicated by QUADRIMEX CHEMICAL are given as an indication only.

Except in the case of gross negligence or intentional misconduct on the part of QUADRIMEX CHEMICAL, duly demonstrated by the purchaser, the purchaser may not take advantage of a delay to cancel the sale, refuse the goods or claim compensation. If the purchaser, after formal notice, does not take delivery of the goods, QUADRIMEX CHEMICAL may, without prejudice to damages, demand performance of the contract or consider the sale as cancelled by operation of law, with any advance payments remaining the property of QUADRIMEX CHEMICAL.

In the case of successive deliveries, the defect or insufficiency of one delivery does not affect the other deliveries.

Unless otherwise agreed, the choice of carrier is left to QUADRIMEX CHEMICAL’s expertise. This choice does not bind QUADRIMEX CHEMICAL as to the responsibility of the carrier itself.

All costs resulting from the impossibility for QUADRIMEX CHEMICAL to deliver the goods and whether this impossibility is due to a lack of prior information by the purchaser concerning the specific nature of his installations, in particular in terms of choice of vehicle or particular equipment, shall be borne exclusively by the purchaser.

7. Transfer of risk

The risks of the goods, and in particular those inherent in their transport, are transferred to the purchaser as soon as the goods are delivered to or collected from our warehouses, for all sales, whatever their destination and whatever the terms of sale or payment of the transport price.

However, for orders which refer to INCOTERMS, the INCOTERMS rules in force at the time of sale will be applied. It is the sole responsibility of the purchaser to safeguard his rights vis-à-vis the carrier, by formulating his reservations within the time limits and in the terms set by the rules applicable in the matter, and to protect himself against such risks.

8. Receipt and complaints

QUADRIMEX CHEMICAL guarantees that the quality of the products derives exclusively from the technical specifications as defined in articles 4 and 5 of these GTC, to the exclusion of any other guarantee and/or liability.

Quantities ordered by the purchaser remain indicative. Weights and measures at the time of shipment are proof of quantities delivered. QUADRIMEX CHEMICAL cannot be held responsible for any disputes or complaints arising from discrepancies between the quantities ordered and those made available or delivered.

Without prejudice to the measures to be taken with regard to the carrier, complaints about apparent defects or non-conformity of the goods delivered with the goods ordered or with the dispatch note must be made in writing on receipt of the goods and at the latest within three (3) days of said receipt. It is the purchaser’s responsibility to provide any justification and illustration as to the reality of the defects or anomalies observed, which must be such as to render the goods unfit for their intended use. The purchaser must allow QUADRIMEX CHEMICAL every opportunity to ascertain and remedy such defects. The purchaser shall refrain from intervening himself or having a third party intervene for this purpose, as such intervention, either by the purchaser or by a third party, would be likely to release QUADRIMEX CHEMICAL from any liability.

Once the purchaser has sent his written complaint within the time limits indicated and subject to his liability being established, QUADRIMEX CHEMICAL undertakes to replace or reimburse, at its discretion, any goods which it has recognized as non-conforming or suffering from an apparent defect, to the exclusion of any other compensation and/or damages and within the limit of the quantity of goods recognized as non-conforming.

Whether justified or not, a complaint in no way releases the buyer from the obligation to pay the price in accordance with the terms of the contract.

There shall be no QUADRIMEX CHEMICAL warranty in the event of improper or abusive use of the product, improper storage or handling, or any modification of the product by the purchaser or a third party. The warranty does not apply to normal wear and tear.

The product must be used by competent persons at their own risk, whether used alone or in combination with other substances, products, or in any process.

9. Packaging

Packaging disposed of

Unless otherwise agreed, packaging is included in the sales price.

Purchaser-supplied packaging

If QUADRIMEX CHEMICAL agrees to allow the purchaser to supply its own packaging, the purchaser shall be solely responsible for the choice, quality and compliance with current regulations of the packaging intended to receive the products.

10. Reservation of title

QUADRIMEX CHEMICAL retains full ownership of the products until full payment has been received (article L 621-122 al.2 of the French Commercial Code). Consequently, QUADRIMEX CHEMICAL reserves the right to demand the return of the goods delivered in the event of late payment or total or partial non-payment, at first request and without prior formal notice, wherever they may be located. Goods in stock on the purchaser’s premises (stores, depots, warehouses, etc.) will be deemed to relate to unpaid invoices.

The purchaser therefore refrains from granting to third parties any right likely to affect the exercise of this clause.

All costs relating to the return of the goods to QUADRIMEX CHEMICAL’s premises shall be borne by the purchaser.

11. Terms of payment – Default of payment

Unless otherwise agreed and duly accepted by QUADRIMEX CHEMICAL, the terms of payment may not exceed those mentioned in article L 441-6 of the French Commercial Code.

No discount is accepted for early or cash payment. No deduction, reduction or compensation for payment will be accepted in the event of a dispute.

Any sum not paid by the due date shown on the invoice shall automatically entail :

• the application of penalties calculated on all sums due at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points. In this case, the rate applicable during the first half of the year concerned is the rate in force on January^{1 of} the year in question. For the second half of the year in question, this is the rate in force on July¹. Late payment penalties are payable without the need for a reminder (article L 441-6 of the French Commercial Code).
• the application of a fixed indemnity for collection costs of €40 in accordance with articles L441-6 and D441-5 of the French Commercial Code.
• reimbursement by the purchaser of all expenses incurred in connection with the collection, whether amicable or contentious, of the sums due, including the fees of judicial officers, bailiffs or authorized legal personnel.
• immediate payment of all sums remaining due by the purchaser on the date of non-payment, whether for other deliveries or any other service or cause.
• the cancellation of future orders, with the exception of those in progress, which are automatically due by the purchaser.

Until full payment of the sums due, QUADRIMEX CHEMICAL reserves the right to apply the retention of title clause mentioned in article 10.

In the event of non-payment, forty-eight hours after a formal notice has remained unanswered, the sale will be terminated by QUADRIMEX CHEMICAL by operation of law if it so requires. QUADRIMEX CHEMICAL may then request the return of the products by summary proceedings, without prejudice to any other damages. Such termination shall apply not only to the current sale or order, but also to all previous unpaid orders, whether delivered or in the process of being delivered, and whether or not their term has expired.

12. Buyer’s solvency/change in legal or financial status

In particular, in the event of the purchaser’s suspension of payments, bankruptcy or liquidation, the appointment of a receiver or administrator for all or part of the purchaser’s property or assets, or if the purchaser ceases or threatens to cease to carry on business, or any other event giving QUADRIMEX CHEMICAL reason to fear that an event of this nature is about to occur, QUADRIMEX CHEMICAL may, after notice to the purchaser and without prejudice to any other rights and remedies, terminate the contract and suspend all deliveries.

13. Non-waiver clause

Under no circumstances shall the fact that QUADRIMEX CHEMICAL refrains from demanding the performance of an obligation to which it may be entitled be interpreted as a waiver on its part of the performance of said obligation, regardless of the duration of its abstention or tolerance.

14. Force majeure

Accidents affecting the production and storage of its products by its vendors or suppliers, and the total or partial stoppage of supplies of raw materials or energy by its vendors or suppliers, are contractually assimilated to force majeure and will constitute causes for the extinction or suspension of QUADRIMEX CHEMICAL’s obligations, without recourse by the purchaser, in particular carrier failure, fire, flood, machine breakdown, total or partial strike, administrative decisions, acts of third parties, war and any external event likely to delay, prevent or render economically exorbitant the performance of QUADRIMEX CHEMICAL’s commitments. This list is not exhaustive.

15. Right to amend the GTC

The general terms and conditions of sale may be adapted or modified at any time. In the event of modification, the general terms and conditions of sale applicable at the time of the order will apply.

16. Jurisdiction and applicable law

Before taking any legal action, the parties shall seek an amicable settlement.

If an amicable agreement cannot be reached within a reasonable period of time, the Parties agree to seek mediation through the inter-company mediation service: https: //www.economie.gouv.fr/mediateur-des-entreprises

If the dispute cannot be resolved by mediation within a reasonable period of time, all disputes concerning the contracts entered into by QUADRIMEX CHEMICAL, their interpretation, performance or consequences shall be brought before the courts of Avignon.

In all cases, only French law is applicable. These GCS are written in French. Should they be translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.