By doing business with EUROTAB OPERATIONS (hereinafter referred to as EUROTAB), our Customers accept the following terms and conditions of sale, regardless of any clauses to the contrary that may appear on the order or on any other document issued by our Customers, unless otherwise stipulated in writing by EUROTAB or mentioned on the acknowledgement of receipt of the order mentioned in Article 2.
The Customer accepts that EUROTAB may subsequently and at all reasonable times modify these terms and conditions and that the relationship shall always be governed by the latest terms and conditions in force on the day of the order.
The contract is concluded when the order received is confirmed to the Customer by the sending of an order acknowledgement issued by EUROTAB.
No delivery shall be made until the contract has been duly concluded.
If the content of the confirmation differs from the Customer's order, the contract is concluded in accordance with the terms and conditions of the confirmation issued by EUROTAB, unless the Customer objects in writing within 48 hours of the confirmation being sent.
Once the contract is concluded, no cancellation or amendment shall be accepted by EUROTAB and the price shall be due, except in case of force majeure as provided for in Article 7.
EUROTAB shall be bound by the terms and conditions of the order acknowledgement to the exclusion of any other document, subject to the reservations stated in Articles 3 and 7.
3.1. Price fixing
The price of the products shall be that shown on the order acknowledgement as stated in Article 2, or failing that on the price offer accepted by the Customer.
Prices are EX WORKS (Incoterms ICC, 2020), in EUROTAB's warehouses near Saint Etienne (France), binding, exclusive of taxes and charges, unless otherwise expressly agreed by EUROTAB and stated in the order confirmation.
Transport costs shall be borne by the Customer unless otherwise agreed in writing.
No discount shall be granted for early payment.
Any discount or rebate negotiated by EUROTAB shall be applied on the basis of the EX WORKS price excluding taxes and charges.
Any special request for express transport by the Customer shall be invoiced as extra as well as any special request as stated in Article 9.
3.2. Payment terms
The price is payable within thirty (30) days after the date of issue of the invoice, subject to specific legal deadlines, in particular within the meaning of Articles L. 441-12 or L. 441-13 of the French Commercial Code. The invoice shall be issued as soon as the delivery or service is completed, and in principle, when the ordered and confirmed goods have been loaded onto a truck in EUROTAB's warehouses.
Nevertheless, the first order placed by a new customer shall give rise to immediate payment of the invoice amount issued upon acknowledgement of the order, in particular in order to guarantee the supply of specific components.
3.3. Price revision
EUROTAB may revise the overall price taking into account changes in the legislation and fiscal regulations in force. This includes in particular taxes such as the Eco Packaging Contribution, the General Tax on Polluting Activities and VAT, or any other tax that may apply or may be introduced in the future. These new taxes shall be applicable immediately, subject to the legal and regulatory provisions in force.
EUROTAB shall make a back-dated adjustment if the change could not be applied immediately.
Similarly, EUROTAB may proceed to an adjustment of the transport costs, when these costs are higher than the provision requests made by EUROTAB, and in cases where EUROTAB is in charge of the transport(s) at the request of the Customer.
In addition, EUROTAB may revise the EX WORKS price, in particular taking into account the changes in prices of raw materials and components.
These revisions shall be made at the end of the year or during the year should an event significantly impact the cost structure of the product.
EUROTAB shall give two months' notice of changes in transport prices and/or the EX WORKS tariff to its customers.
3.4. Late payment and penalties
Any delay in payment shall result in the application of interest on arrears set at 5% of the invoice price, in addition to the payment of a lump sum compensation for collection costs set at €40.00, without the need for a reminder and without prejudice to additional compensation when the collection costs incurred by EUROTAB are greater than the amount of the lump sum compensation and notwithstanding any damages, in accordance with Article L. 441-10, II of the French Commercial Code in its current version.
EUROTAB shall not, however, be entitled to claim the benefit of these compensations if the opening of judicial protection, receivership or liquidation proceedings prevents the payment of the debt owed to it on its due date.
Payment may not, under any circumstance, be deferred in the event of partial delivery or non-delivery, or the application of any acceptance or verification procedure concerning the compliance of the goods or services with the contract.
In general, the Customer may not invoke any cause whatsoever to refuse or defer payment, in particular a dispute concerning the quality or compliance of the products or services or a delay in delivery.
In addition, EUROTAB reserves the right to assign its receivables to a collection company to facilitate payment.
In the event of recurrent late payment, EUROTAB reserves the right to reduce the payment period or to demand payment on order.
3.5. Expiry of the term
Finally, in the event of non-payment of any invoice on the agreed due date, EUROTAB reserves the right to suspend the fulfilment of its obligations, suspend or cancel current or future orders and/or demand immediate payment of the outstanding balance.
Failure to meet even a partial payment deadline, failure to accept a bill of exchange on the agreed date, the transfer, pledging or incorporation of the Customer's business, the granting of a pledge or any other form of security, or the transfer of ownership of goods acquired by the Customer from EUROTAB by way of guarantee, or the seizure of said goods, shall result in immediate payment of all outstanding sums owed by the Customer to EUROTAB, without any prior notice of default being required, irrespective of the conditions previously agreed upon.
Unless otherwise agreed and duly stated in the acknowledgement of receipt of the order, delivery times are given for information only and the Customer shall not be entitled to claim cancellation of the order, penalties or compensation or refusal to pay the price.
Unless expressly agreed otherwise between EUROTAB and the Customer and duly stated in the acknowledgement of receipt issued by EUROTAB, all deliveries shall be made exclusively in full pallets. In particular, and unless expressly agreed otherwise, all orders must include at least 10 pallets per reference for detergents and 6 pallets per reference for chlorine.
In order to ensure that the ordered products are available in the required quantities and on time, all Customers are obliged to send EUROTAB monthly sales forecasts for a period of six (6) months at least two months before the first forecasted order.
EUROTAB shall be bound by the orders if the quantities ordered do not exceed the forecast by more than 20% and if the requested date of availability of the goods is in line with the forecast.
However, EUROTAB shall not be liable if the order exceeds the forecast by more than 20% or if the requested date of availability is earlier than the forecast.
4.2. Conditions of delivery
Unless otherwise expressly agreed in the order confirmation, the products shall be delivered FCA to EUROTAB's warehouses near Lyon (Incoterm ICC 2020).
If EUROTAB takes care of the transport(s) to the location indicated on the order acknowledgement, it does so only as an agent of the Customer.
The transport costs are therefore entirely charged to the Customer. EUROTAB shall request a provision for transport costs and an adjustment shall be made after delivery, taking into account the actual costs incurred by the transport(s).
4.3. Terms of delivery
If the goods are delivered to EUROTAB's warehouses: as soon as the Customer receives confirmation of the date of availability of the goods, it must make an appointment at least one week before the date of collection and is allocated a time slot. The Customer is responsible for organising the transport to EUROTAB. In case of delay of the truck at the indicated time slot and if there is an overrun to the following half-day, a penalty of €150.00 shall be applied by EUROTAB to compensate for the cost incurred. The same penalty shall be applied for each additional day of delay.
When delivery is made by EUROTAB by road to the Customer's address stated in the order acknowledgement: if the chartered truck arrives within the time slot indicated by the Customer, but is unloaded late and the unloading extends into the next half-day, a lump sum penalty of €150.00 shall be applied by EUROTAB to compensate for the extra cost incurred; this same penalty shall be applied for each additional day of delay.
When delivery is made by EUROTAB by sea: EUROTAB shall not be held responsible for any delay in the departure of the vessel due to circumstances beyond EUROTAB's control, such as damage to the vessel or refusal to load by the ship's captain, or delays in customs clearance and/or delivery to the final destination.
4.4. Transport risks
The Customer shall bear all damage that the products may cause during transport from the day of delivery as defined above. The Customer shall insure the products against all risks and damages and shall, at the request of EUROTAB, provide proof of such insurance and payment of the corresponding premiums. In the event of a risk, EUROTAB's ownership shall be transferred to the insurance claim.
4.6. Residual stocks
In the event of a modification or discontinuation of a product decided by the Customer, the latter undertakes to sell or compensate EUROTAB for existing stocks of finished products or components. The amount of the compensation is equal to the sale price of the finished products and/or the purchase price of the components plus the storage costs.
The transfer of ownership of the products delivered by EUROTAB to the Customer shall only take place after full payment of the price and related costs by the latter.
Until all receivables have been paid in full (including any penalties for late payment ), the buyer shall be entitled to resell the delivered goods in the normal course of business; it may neither pledge them nor transfer ownership of them by way of security.
In the event of resale, the buyer expressly assigns to EUROTAB all receivables arising to its benefit from the resale to a third party buyer. In the event of suspension of payments, the buyer shall not resell the products sold by EUROTAB.
The buyer also undertakes, in the event of seizure or any other intervention by a third party, to immediately notify EUROTAB and to inform the seizing third party of the terms of this right of title clause.
Notwithstanding the application of this right of title clause, the buyer shall bear the risk in case of loss or destruction of the goods upon delivery.
It shall also bear the insurance costs.
The Buyer undertakes, as soon as the risks are transferred as stated in point 3, to take out insurance covering the goods delivered up to the amount of their selling price, against any destruction or damage whatsoever, until the transfer of ownership as stated in Article 5. This insurance shall also cover any damage of any kind that the goods may cause to the Customer or to third parties with no limit on the amount and with no right of recourse against EUROTAB. The policy shall specify that the insured equipment is sold under a right of title clause and that any insurance claims shall, in the event of total destruction, be paid directly to EUROTAB up to the amount of the balance of its claim against the Customer. The Buyer undertakes to provide EUROTAB with proof of the policy it has taken out and of the payment of the related premiums on first request.
6.1. Time limits and claim procedures
The Customer undertakes to check the goods upon delivery and in the event of apparent defects or shortages, to make precise written reservations on the delivery note in the presence of the driver when the products are collected or unloaded and to confirm these reservations to the carrier by e-mail within 48 hours of delivery, copying EUROTAB to the following address:
After this period, no claim can be taken into account. The Customer shall be deemed to have waived all recourse against EUROTAB for these various reasons.
6.2. Compliance of the goods
The goods delivered shall be deemed to be in compliance if they correspond to the specifications and requirements issued by the Customer and on the basis of which it awarded the contract to EUROTAB. If EUROTAB has complied with these specifications in accordance with the contract awarded, EUROTAB shall not be liable for any apparent or hidden lack of compliance.
If there are minor differences in quantity or quality between the products ordered and the products delivered, the delivery shall be deemed to be in accordance with the order.
A difference in quantity of plus or minus 5% shall be deemed minor and the delivery shall be deemed to be in compliance.
Due to the complete information provided to the Customer, the latter is aware of all the characteristics of the products and in particular their dangerousness and/or toxicity and is therefore deemed to be a professional of the same speciality as EUROTAB.
With regard to technical/regulatory compliance, EUROTAB may advise its Customer on the technical/regulatory aspects to be included on the packaging with regard to the legislation of the countries of marketing, but it is the Customer who is definitively responsible for guaranteeing compliance with the rules and legislation of the countries of marketing.
6.3. Traceability and industrial cross-functionality
EUROTAB undertakes to respect full traceability of its products by identifying the batches on the packs, the box/bundle and the pallet. The goods made available to the Customer are managed on a FIFO basis, except in exceptional cases and with the prior agreement of the Customer.
EUROTAB has several production sites. The raw materials, formulas, production means and processes are strictly homogeneous between these different sites. In this respect, EUROTAB reserves the right to divide its production between these different sites, and EUROTAB shall not be held liable in this respect, as long as the production complies with the Customer's specifications and requirements, as defined in point 6.2. EUROTAB shall have informed the Customer in advance.
Without prejudice to Article 4 and subject to wilful misconduct, EUROTAB shall under no circumstance be liable to the Customer when the products delivered comply with the order, as defined in Article 6.2. Compliance with the order shall be assessed in relation to an order placed in accordance with the Customer's specifications and requirements, or in relation to the general use of the product in question.
No product delivered in accordance with the foregoing provisions and unless otherwise agreed by the parties, duly stated in the acknowledgement of receipt of the order, may be returned without the express agreement of EUROTAB. Only whole and filmed pallets may be taken back by express agreement. Any return that does not comply with these conditions shall be refused upon receipt.
6.5. Limitation of liability
In no event shall EUROTAB be liable to the Customer or any third party for any direct or indirect damage, including but not limited to loss of business, loss of profits, loss of customers, commercial loss, damage to brand image, resulting from the possession or use of the products or from the immobilisation or damage to the equipment or the assembly in which the products delivered were used.
In all cases, and except in the case of wilful misconduct, EUROTAB's liability shall in no case exceed the amount paid by the Customer for its obligations. EUROTAB shall always be entitled to prevent a liability claim by bringing the product into compliance or by replacing the non-compliant product.
EUROTAB's liability shall not exceed the expiry dates of each product.
Furthermore, EUROTAB shall only be liable if the products are used in accordance with their intended purpose, the instructions for use and maintenance contained in the technical documentation provided to the Customer or which result from legal and regulatory provisions.
Any dispute or claim of liability by the Customer must be notified by e-mail to the above address within fifteen (15) days. In addition, any dispute relating to the price must be notified in this form and within fifteen (15) days after the invoice is issued. Failing this, the Customer shall be deemed to have waived any action against EUROTAB.
In the event of force majeure, the party concerned shall not be held liable for the non-performance of its obligations when an event beyond its control, which could not be reasonably foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the performance of the said obligations.
EUROTAB shall not be liable for any breach of contract if such breach is the direct or indirect effect of a force majeure event such as the occurrence of any natural disaster, war, riot, attack, extreme cold or heat, flood, fire, strike, epidemic or pandemic, both at EUROTAB and at its service providers, suppliers, public services, postal services, imperative order from the public authorities (ban on imports, exports, etc.), disruption of supplies, major incident in EUROTAB's equipment.
The occurrence of a force majeure event shall result in the immediate suspension of the execution of the contract.
Accepted orders constitute contracts formed under the following conditions of termination:
total or partial non-performance of its obligations by the Customer,
an unfavourable change in the Customer's financial or commercial situation, which could lead to a default in payment,
a force majeure event or events similar to Article 7.
In the event of termination of the contract, EUROTAB shall be released from its obligation to deliver and shall return any sums paid by the Customer for unfulfilled orders, except when the termination is due to a fault of the Customer.
EUROTAB shall not owe the Customer any compensation.
EUROTAB may be required to perform a certain number of services for the benefit and at the request of the Customer. These services shall be invoiced in accordance with the following practices.
9.1. Printing of packaging
The management of the printing of the packaging includes coordination with the printer, final editing of the execution files, preparation and dispatch of the colour proof for final validation by the Customer and dispatch of a sample of the first production of the Customer's product.
This service is invoiced at actual cost plus 20% for management and monitoring.
9.2. Certification services
EUROTAB can provide support and complete the application for certain certifications. In this respect, EUROTAB is responsible for carrying out all the necessary tests, providing the specific documents required and ensuring the submission of the application and monitoring thereof until the Customer's product is certified. This service is invoiced at actual cost plus 20%.
In the event of a dispute, the parties agree to consider the fax and the e-mail as written original evidence and waive the right to contest this proof.
Any dispute and any problem of interpretation relating to these general conditions and to the specific contract formed between the parties are governed by French law.
Any dispute arising in connection with this contract or for any reason whatsoever shall be subject to the jurisdiction of the Commercial Court of the registered office of EUROTAB Operations for national disputes, even in the event of multiple defendants, or for any claim, even incidental, intervention or impleader.
Any dispute arising in connection with this contract shall be resolved by arbitration under the International Chamber of Commerce in Paris and in accordance with the arbitration rules of the ICC in Paris for international disputes.