General Terms and Conditions of Sale
The following are the general terms and conditions of sale (the "Terms of Sale") between SOPREMA and any person who orders or purchases
goods directly from SOPREMA (each a "Purchaser").
Terms Relating to Ordering and Delivery
1. General. These Terms of Sale are the only terms that govern the sale of the goods sold by SOPREMA to Purchaser. This includes
situations when there is no written purchase order or other document evidencing the sale. These Terms of Sale prevail over any of
Purchaser's general terms and conditions of purchase. Execution of Purchaser's documents, fulfillment of Purchaser's order, or both
does not constitute acceptance of any of Purchaser's terms and conditions and does not serve to modify or amend these Terms of
Sale. SOPREMA objects to, and Purchaser waives, any terms additional to or different from those contained in these Terms of Sale.
2. Order Placement. Orders will be transmitted to SOPREMA in written form, via email or other method of transmission mutually agreed
to. By placing an order, Purchaser makes an offer to purchase the products specified in the order on the terms set forth in these Terms
of Sale, and on no other terms. Each order placed with SOPREMA constitutes Purchaser's representation and warranty that Purchaser
can and will pay for the products identified in the order in accordance with these Terms of Sale.
3. Prices. All prices are in U.S. Dollars. Prices are subject to change by SOPREMA from time to time. Product prices do not include
taxes, freight (except for FTL shipments), insurance costs, or surcharges, all of which are the responsibility of Purchaser.
4. Scheduling. In the event products ordered by Purchaser are not available from SOPREMA's inventory, then Purchaser's orders will be
scheduled for production in the sequence in which they are received, subject to SOPREMA's plant production scheduling.
5. Sequencing. Handling and expediting of orders will be in accordance with SOPREMA's applicable product ordering procedures as in
effect from time to time.
6. Acceptance of Orders. SOPREMA may accept or reject any order. An order is accepted by confirming the order in writing or by
delivering the products ordered, whichever occurs first. No verbal acceptance is valid. If SOPREMA does not so accept an order within
30 days after receipt, then the order will lapse and it will be deemed rejected.
7. Order Cancellation. Once an order has been accepted by SOPREMA, Purchaser has no right to cancel or amend it without
SOPREMA's consent, which consent will not be unreasonably withheld, conditioned, or delayed.
8. Rejection or Cancellation of Orders by SOPREMA. SOPREMA may, without liability or penalty, reject or cancel any order, whether in
whole or in part, for any of the following reasons:
a. SOPREMA has permanently or temporarily discontinued its sale of the products ordered or has reduced or allocated its inventory
of those products; or
b. SOPREMA determines that Purchaser is in violation of its payment obligations under or has materially breached or is in material
breach of any other provision of this Agreement applicable to it.
9. Delivery Terms. Domestic sales are made F.O.B. SOPREMA's warehouse. International sales are EX WORKS (Incoterms 2010)
SOPREMA's warehouse. Unless otherwise agreed to by SOPREMA in a writing that refers to and expressly states that it supersedes
these Terms of Sale, Purchaser is responsible for all transportation and other associated costs, including, by way of example, taxes,
freight (except for FTL shipments), insurance costs, or surcharges. In some circumstances, SOPREMA may advance transportation
costs and add them to Purchaser's invoice.
10. Method of Shipment. Unless expressly agreed to by the parties in writing, SOPREMA will select the method of shipment and the carrier
for delivery of the products. SOPREMA may make partial shipments of products to Purchaser. Each shipment constitutes a separate
sale, and Purchaser will pay for the products shipped, whether the shipment is in whole or partial fulfillment of an order.
11. Packaging. SOPREMA will deliver the ordered products to the delivery location specified in the order, using SOPREMA's or other
applicable manufacturer's standard methods for packaging.
12. Title To and Risk of Loss. Title to all goods sold remains with SOPREMA until the purchase price is paid in full. Until paid in full,
SOPREMA is authorized to enter Purchaser's property and repossess the goods and to keep any sum already paid as damages,
without prejudice to any other right or recourse of SOPREMA. The risk of loss of the goods passes to Purchaser upon tender of
delivery by SOPREMA to the carrier.
13. Delivery Time. SOPREMA will make a commercially reasonable effort to tender and deliver ordered products in accordance with any
dates and times specified in Purchaser's order. Time of tender and delivery, however, is not of the essence. SOPREMA does not
guarantee the exact date or time of delivery, and therefore, under no circumstance will SOPREMA be responsible for any charges or
other damages incurred by Purchaser due to late or delayed shipments, including, but not limited to, liquidated damages charged to
Purchaser by its customer.
14. Inspection Upon Receipt. Purchaser agrees to inspect the products received for obvious damage or nonconformity within 5 business
days after when received (the "Inspection Period") and either accept or reject the products. Only damaged, nonconforming, or excess
products may be rejected. Purchaser will be deemed to have accepted the products unless it notifies SOPREMA in writing of any
rejection during the Inspection Period and furnishes any written documentation as reasonably requested by SOPREMA. When
SOPREMA determines that the products have been properly rejected it will (a) replace the damaged or nonconforming products, or (b)
refund the price for the excess products, together with all related delivery and return shipping expenses incurred by Purchaser. In the
case where an order is shorted, SOPREMA, subject to product availability, will promptly cure the shortage. The remedies stated in this
paragraph are Purchaser's SOLE AND EXCLUSIVE remedies for damaged, nonconforming, excess, or shorted products.
15. Returns Policy. Except for damaged, nonconforming, or excess products, no products ordered by Purchaser may be returned after
delivery without prior written authorization from SOPREMA. If the return is so authorized, Purchaser will be issued a return
authorization number, which number must be clearly marked on the package. There will be a 15% restocking charge on all returned
goods. Returned goods that are damaged or not in their original packaging will be held for 30 days. Purchaser will be contacted and
advised of no credit for returned and damaged goods, and must make arrangements for pickup. After 30 days, all such goods will be
disposed of at Purchaser's expense.
Terms of Sale Relating to Billing and Payment
16. Payment Terms. All invoices for product purchases are due 30 days after date of invoice. Different terms must be approved in writing
by SOPREMA's CFO or Credit Manager. All payments must be made in U.S. Dollars. All payments not delivered by electronic means
will be remitted to SOPREMA's lockbox, the address for which will be printed on the invoice, or to any different location that may be
requested by SOPREMA's Finance Department in a writing delivered to Purchaser.
17. Billing Errors. Billing errors must be reported within 10 business days of invoice date. If an error is identified, the parties agree to
cooperate with each other in good faith to correct it as quickly as possible.
18. Invoice Disputes. Invoice disputes will be reported within 10 business days of invoice date, along with a reasonably detailed written
description of the basis for the dispute. The parties will seek to resolve all disputes expeditiously and in good faith. Purchaser will pay
all undisputed invoice items when due.
19. Security for Payment. Purchaser hereby grants to SOPREMA a purchase money security interest in all the goods purchased by
Purchaser from SOPREMA, as well as in the proceeds and products thereof. Purchaser hereby authorizes SOPREMA to record any
financing statements SOPREMA deems necessary to perfect its security interest in the goods.
20. Credit Balances. Purchaser agrees that any credit balances issued by SOPREMA must be applied within one year of the date on the
applicable credit memo. TO THE EXTENT NOT USED WITHIN ONE YEAR, ANY BALANCE REMAINING WILL BE FORFEITED AND
SOPREMA WILL HAVE NO FURTHER LIABILITY WITH RESPECT THERETO.
21. Interest on Late Payments. Balances outstanding more than 30 days after invoice date are delinquent and will be subject to a finance
charge at a rate of interest that is calculated on a daily basis, compounded monthly, until the unpaid balance has been paid in full. The
rate of interest will be the lesser of: (a) 1% per month and (b) the highest rate permissible under applicable law. Interest on any
amounts unsuccessfully disputed by Purchaser will accrue interest from the original due date, using the same interest rate and method
of calculation as in the first sentence of this section 21.
22. Other Consequences for Late Payments. Should Purchaser fail to pay any undisputed portion of an invoice when due, then, in addition
to all other remedies available under this Agreement or at law, SOPREMA may:
a. Immediately suspend delivery of products to Purchaser,
b. Immediately reject or cancel any Purchaser purchase order; and/or
c. Immediately terminate this Agreement
23. Collection Costs. Purchaser, in addition to its other obligations, is obligated to pay all reasonable attorney fees and other reasonable
costs incurred by SOPREMA in connection with the collection of overdue balances.
24. Credit Modification. In the event any invoice is not paid when due, or if, in SOPREMA's judgment, Purchaser's credit becomes
unsatisfactory, SOPREMA may, in addition to its other rights and remedies, cancel any unfilled order, modify or cancel Purchaser's
credit terms, demand full payment, and/or demand security satisfactory to it before making any additional sales or shipments to
Purchaser. Upon failure of Purchaser to comply with SOPREMA's demand for payment or security, SOPREMA may treat that failure as
a repudiation and cancel any or all unfilled orders.
25. No Setoff. Except for the withholding disputed amounts, as permitted by section 18 above, Purchaser agrees to pay all invoices without
setoff, deduction, recoupment, or withholding of any kind for amounts owed or payable by SOPREMA.