General terms and conditions

(From 22 June 2023)

APPLICATION OF GTC
These General Terms and Conditions of Sale (“GTC”) are an integral part of the order placed by the “Customer” to Comptoir Export De Matières Premières (“CEMP”), (individually referred to as a “Party” and collectively as the “Parties”) and pertain to the sale of products by CEMP (the “Products”).
All sales carried out by CEMP are thus regulated by the GTC. Therefore, by placing an order, the Customer accepts the GTC fully and without any conditions, unless special conditions are discussed.
Any exemption from the GTC must be specified in the special conditions, which together with the GTC shall define the entire framework agreement (“Framework Agreement”). The Framework Agreement shall be considered to be in force from the date of signing of the Special Conditions by CEMP for the period specified in the Framework Agreement.
In the event of a conflict between the GTC, the Orders and the special conditions, the special conditions shall prevail. The provisions of the GTC shall prevail over those of the Orders, unless expressly agreed otherwise by CEMP.
The GTC, Framework Agreement and Orders contain the entire agreement of the Parties regarding the subject matter referred to therein. They replace all agreements, communications, offers, proposals or correspondence, whether verbal or written, discussed or concluded previously between the Parties, relating to the same subject.

ORDERS – ESTIMATED ORDERS
Any quotation or estimate from CEMP does not, under any circumstances, qualify as an offer of a Framework Agreement and CEMP retains the right to withdraw or revise such a quotation or estimate at any time.
Orders will be dispatched according to the procedure and address indicated by CEMP to the Customer in accordance with the deadlines communicated by CEMP, which vary depending on the products and destinations.
No order can legally bind CEMP unless it has been accepted in writing by the latter, in particular, by signing a pro-forma invoice, or unless it has been fulfilled (the “Order”). The Customer is responsible vis-à-vis CEMP for ensuring that the terms of an Order are accurate and comprehensive.
No Order can be cancelled or modified without the prior and written consent of CEMP.
CEMP reserves the right to demand payment of an advance from the Customer based on the total invoiced amount of the Order. The Order shall not be considered to be firm and final until CEMP has received the amount of the advance payment.

PRICES, INVOICING AND PAYMENT
The price agreed between the Parties in the Framework Agreement is deemed to be the net price, excluding taxes and customs charges. It is expressed in the currency indicated in the Order or Framework Agreement. It is based on the Incoterm® 2020 specified in the Order or Framework Agreement.
The terms of payment are indicated on CEMP’s invoices. Otherwise, they are payable by bank transfer at the date of issuance.
Any partial or total failure by the Customer to fulfil its payment obligations or any delay in payment shall automatically entail the imposition of a late payment fine, calculated at three (3) times the legal interest rate in force on the due date mentioned on the invoice, as well as the payment of a lump-sum amount of forty (40) euros to cover collection fees, pursuant to Articles L. 441-1 and D. 441-5 of the French Commercial Code.
In the event of late or non-payment, whether partial or full, of any of the agreed instalments for any delivery, CEMP reserves the right (i) to demand immediate payment of all outstanding amounts payable by the Customer for any reason whatsoever and (ii) to notify the Customer, by registered letter or by email with acknowledgement of receipt or any other internationally recognised courier, of the suspension of their deliveries. These provisions will no longer be effective once the outstanding payments have been settled completely and the Customer accepts de facto the new delivery deadlines notified to the Customer by CEMP. CEMP shall have the right to refuse new orders until the Customer has fully paid the amounts due as principal amount, costs, interest and incidental costs.
In the event of manifest insolvency, payment made after the deadline, safeguard, recovery or liquidation procedures, CEMP may, subject to the mandatory provisions of Article L. 622-13 of the French Commercial Code, automatically terminate the Framework Agreement concluded between the Parties in full upon a simple notice given to the Customer by registered letter or by email with acknowledgement of receipt or any other internationally recognised courier.
In accordance with the provisions of Article L. 622-7 of the French Commercial Code, by express agreement, in the event of the initiation of safeguard procedures, receivership proceedings or judicial liquidation of the Customer, the unpaid amount of invoices that it may have issued for services in favour of CEMP and the amount of any price reductions that may be due will be balanced against the amount still owed to CEMP, which will become payable immediately.
The commitment made by the Customer to purchase the Products from CEMP is an irrevocable commitment.
No payment may be the subject of a compensation at the sole initiative of the Customer. Any compensation that is not authorised by CEMP will be treated as a default of payment.

QUALITY OF PRODUCTS
CEMP sells to the Customer a Product that complies with the technical specifications defined by CEMP and accepted by the Customer. CEMP undertakes to ensure that the Products comply with the applicable laws, regulations and standards of the country in which they are manufactured, including those relating to packaging and labelling.
In accordance with article 2.4, in the event of a request for modification of the Product, after the Order has already been placed, the Customer will request CEMP to adjust the price and delivery dates, which CEMP will have the right to accept or refuse.
In the event of a defect inherent to the Product claimed by the Customer and acknowledged by CEMP, CEMP undertakes to replace the same. If the Product is unavailable, CEMP will offer the Customer a product that is equivalent in terms of quality and quantity as the one it ordered. The Customer undertakes to consider this proposal and to get in touch with CEMP within seven (7) days. It is up to the Customer to provide any justification regarding the accuracy of the alleged defects. In particular, the Products delivered must be kept at the disposal of CEMP, in accordance with the rules of retention.
As far as the final product manufactured by the Customer is concerned, the Customer acknowledges that CEMP shall not be held responsible for any defect in the final product unless the Customer proves that the defect is directly caused by a defect in the Product itself. Defects resulting from improper use or accidental damage on the part of the Customer are also not covered by the guarantee given by CEMP.

RETENTION OF TITLE AND TRANSFER OF RISKS
The Products shall belong to the Customer upon full payment of the amount agreed between the Parties as the principal amount, including interest or taxes and any incidental costs, this retention of title clause being in accordance with Articles 2367 to 2372 of the French Civil Code. Accordingly, CEMP may take back the Products if the Customer has not paid for them in full within the payment deadline, at the Customer’s expense.
Payment shall only be considered to have been completed when CEMP has actually received the payment.
The risk of loss or damage to the Products shall be transferred to the Customer in accordance with Incoterm® 2020 as set out in the Order or Framework Agreement.

DELIVERY, COLLECTION AND RECEIPT OF THE PRODUCTS
The Products shall be delivered in accordance with the Incoterm® 2020 as agreed between the Parties in the Order or Framework Agreement.
All dates or periods for delivery or collection of the Products are provided by CEMP for information only, without any liability for CEMP or any penalties for delay being applicable to it. The Products may be delivered or collected before the estimated delivery date as agreed between the Parties, subject to prior notification at least seventy-two (72) hours before the actual delivery or collection.
The Customer undertakes to carry out, at the time of each reception and without any delay, the necessary inspections to test the quality of the Products.
The reception operations are carried out at the expense and under the full responsibility of the Customer.
From the time of the transfer of risk, the Customer shall take possession of the Products at its own risk and under its full responsibility. In this respect, the Customer undertakes to ensure that the products are kept in the most appropriate conditions. The Customer undertakes to insure the Products against all possible risks.
In the event of any noticeable defects or non-compliance relating to the Products, the Customer has a maximum period of five (5) working days from the date of reception of the Products to raise reservations to CEMP. Any such reservation must be raised in writing and must precisely state the claimed defect attributable to CEMP.
No returns of Products will be accepted without the prior written consent of CEMP. The costs of transporting the returned Products shall be payable by the Customer, except in the case of proven non-compliance and with the prior written consent from CEMP. In any case, the returned Products will be shipped at the Customer’s risk.
Where the sale makes it necessary for the Customer to collect the Products from a CEMP site or from a warehouse as stated in the Order or the Framework Agreement, the Customer undertakes to carry out the collection operations in full compliance with the collection schedule agreed upon by the Parties. In the event of failure to collect the Product on time, and after written notice from CEMP sent by registered letter or by email with acknowledgement of receipt or any other internationally recognised courier service, remaining ineffective for ten (10) days from receipt, CEMP may terminate the sale without compensation in order to have the Product available for sale once again if it is found to be unavailable due to the Customer. CEMP is entitled to impose on the Customer any additional costs covering the loss of value of the Products due to their being unavailable, their transport, storage and the cost of any related insurance.
Where CEMP is unable to carry out unloading procedures due to the Customer, CEMP shall have the right to charge the Customer for any additional costs of transport, potential loss of Products and the cost of related insurance. For the Products delivered by ship, the Customer must collect the Products during the “free time” set by the shipping company. In the event of delay, demurrage and other associated costs shall be paid by the Customer, and CEMP shall not be held responsible for any damage to the Products caused by the delay in their collection.
Unless the Order or the Framework Agreement includes a provision stating otherwise, pallets and, more generally, all delivery equipment are included in the sale. The Customer shall be responsible for their management and disposal.

SUSPENSION OF DELIVERIES AND CANCELLATION
In the event that the Customer fails to comply with any of its obligations under the Framework Agreement, and after receiving a formal notice by registered letter or by email with acknowledgement of receipt or by any other internationally recognised courier service, which remains ineffective for a period of ten (10) days from the date of receipt, CEMP has the right to (i) put on hold all current or future deliveries of Products until the non-compliance has been fully remedied, (ii) terminate the Order or the Framework Agreement ipso jure, without any compensation, and (iii) if need be, hold the Customer responsible pursuant to the terms and conditions of Article 9.

LIABILITY
Each Party shall be liable with respect to the other Party only for any direct and material damage arising from the non-performance or improper performance of the Order or the Framework Agreement. The Party at fault shall pay compensation to the other Party for any consequences related to these damages and, broadly, any penalties, fines and costs, such as lawyers’ fees, for which it shall be held liable.
Under no circumstances shall CEMP’s liability relating to the sale of Products exceed the price of the order of the Products that caused the damage.
CEMP cannot be held responsible for any loss of business or profit, loss of goodwill and, in general, for any indirect or intangible damages.

INTELLECTUAL PROPERTY
All intellectual property rights associated with the Products, including patents, expertise, trademarks, copyrights and, generally, any intellectual property rights whether registered or not, shall belong exclusively to CEMP or to their respective owners. The sale of the Products does not imply any transfer or attribution of said intellectual property rights to the Customer.
The Customer undertakes to comply with the rights thus held and/or exercised by CEMP and not to take any action that might breach them.

CONFIDENTIALITY
Each Party undertakes to maintain absolute confidentiality and not to disclose to anyone, in any form whatsoever (in particular verbally, in writing or via electronic means), any information or data relating to the Order, the Framework Agreement or the Products, communicated by the other Party, that is of a scientific, technical, industrial, social, commercial, financial or legal nature, whether or not it is within the scope of intellectual property rights, including for instance samples, names of customers, suppliers or partners.
The signature, existence and content of the Order or Framework Agreement shall be considered to be confidential information. As an exception, CEMP may disclose the required information to financial third-parties for the financing of the Order or Framework Agreement.
Each Party shall take all necessary steps to ensure that confidentiality is respected by its personnel and subcontractors involved in the sale of Products and shall take full responsibility for the same.
Any removal of confidentiality or disclosure by the Customer may only be made with the prior written consent of CEMP.
Confidentiality shall be maintained until such information becomes available to the public and for a period of two (2) years from the date of the Order or if it is made thereafter, from the date of termination of the Framework Agreement.

FORCE MAJEURE
The obligations of the Parties shall be suspended ipso jure and without any formality and they shall not be relieved of their liability in the event of the occurrence of an event of force majeure, which is considered to be any event beyond the control of one of the Parties and which could not reasonably have been foreseen at the time of the conclusion of the Framework Agreement or on the date of the Order and the consequences of which cannot be avoided by appropriate measures, in accordance with Article 1218 of the French Civil Code. The following cases are considered as force majeure: war, riot, revolution, strike, fire or explosion, natural disasters and bad weather conditions. Events related to coronavirus (COVID-19) are not considered as force majeure.
However, this suspension does not apply to payment obligations.
The Party affected by these circumstances shall immediately notify the other Party by registered letter or by email with acknowledgement of receipt or any other internationally recognised courier service and shall make every effort to resume performance of its obligations as soon as possible. After sixty (60) days of lack of performance, either Party may automatically terminate the Order or the Framework Agreement, without compensation, by written notification sent by registered letter or by email with acknowledgement of receipt or any other internationally recognised courier service, which will come into force on the date of sending of said notification.

ECONOMIC RESTRICTIONS AND SANCTIONS
The Customer declares that it will strictly comply with the applicable international laws on economic restrictions and sanctions (in particular those issued by the United States (OFAC), the European Union, the United Nations and France) as well as those relating to the fight against corruption, money laundering and tax fraud.
The Customer shall inform CEMP of any potential or confirmed breaches of the applicable international laws relating to economic restrictions and sanctions. In the event that CEMP becomes cognizant of such facts, CEMP may terminate the Order or Framework Agreement without any delay or cost.

PERSONAL DATA
In accordance with the European Regulation no. 2016/679 of the European Parliament and of the Council of 27 April 2016 relating to the protection of natural persons with regard to the processing of personal data and to the free movement of such data, personal data may be processed automatically by CEMP or one of its subcontractors for statistical purposes and for market research, monitoring the business relationship with the Customer, proposing additional services and building Customer loyalty. Such data processing is justified by the existing contractual or pre-contractual relationship between CEMP and the Customer and may also be based on CEMP’s legal obligations or legitimate interest.
In this regard, the Customer is informed that:
the data controller and recipient of this personal data is CEMP or one of its subcontractors;
this personal data will be deleted as soon as it is no longer required and at the latest within ten (10) years after the end of the business relationship with the Customer. In any case, the data required to meet a legal or regulatory obligation may be archived for the time required to fulfil the obligation concerned;
the data subject has the right to access his/her personal data, to rectify it, to restrict the processing of his/her personal data, to erase, to transfer, to delete his/her personal data, to withdraw his/her consent as well as the right to submit a complaint to the CNIL (French Data Protection Authority). He/she may also object to the use of his/her personal data for market research purposes and, in general, to the processing of his/her personal data for legitimate reasons. These rights described above may be exercised by contacting CEMP at the following address: rgpd@ce-mp.com. He/she may give general or specific instructions to a reliable, CNIL-certified third-party or to the data controller, respectively, regarding the retention, deletion and disclosure of his/her personal data after his/her death. He/She may appoint a person to be in charge of their execution and modify them at any time. If no instructions are provided during the person’s lifetime, his/her heirs will be able to exercise certain rights, in particular the right of access.

COMMERCIAL DISPUTES
Any claim or commercial dispute on the part of the Customer relating to the entire commercial relationship with CEMP and, in particular, concerning the payment of financial benefits, of any kind whatsoever, relating to year n, must be formulated at the latest by the end of the calendar year n+1. Failure to do so, and by way of express derogation from the provisions referred to in Article L. 110-4 of the French Commercial Code, no claim or dispute may be submitted and will therefore be considered as being time-barred and therefore inadmissible.

APPLICABLE LAWS AND SETTLEMENT OF DISPUTES
The GTC, Orders and Framework Agreements concluded between CEMP and the Customer, any dispute or claim (including those of a non-contractual type) arising from them, shall be governed by and interpreted in accordance with the French law.
In the event of failure to reach an amicable agreement, any dispute between the Parties relating to the application and interpretation of the GTC, Orders or Framework Agreements or relating to the same comes under the exclusive jurisdiction of the competent courts falling under the jurisdiction of the Courts of Appeal of Nanterre.
If a provision of the GTC is deemed invalid, the validity of the other provisions shall not be affected. Any invalid clause shall be replaced by a valid clause with equivalent legal and economic effects.