General terms and conditions

Article 1: Area of application / Contracting Party / Conclusion of Contract
1.1. The present General Terms and Conditions (“GTC”) form an integral part of the contract concluded between PARSENS EURL (hereinafter “Contractor”) and the third party (hereinafter “Client”) for the supply of services, in particular for the supply of goods and services.

1.2. To determine the content of the contract, the contractor will prepare a written price offer for the desired service at the request of the client. The price offer expresses itself both on the scope of services, the delivery dates and conditions as well as on the price. The contractor will remain bound by this price offer for 30 days. Any further client requests and specifications will be discussed orally, the price offer will be adjusted accordingly and finally a written pro-forma invoice (hereinafter referred to as “pro forma”) will be created, which will serve as an order confirmation. The contract is concluded when the client signs the pro-forma.

1.3. The General Terms and Conditions as well as the pro-forma signed by the client and any other attachments form the entire contract (“the contract”). The content of these terms and conditions applies unless a deviation from the provisions of these terms and conditions is expressly agreed in the pro-forma.

1.4. The contract replaces all previous price offers, correspondence, declarations of intent or other communications in written or oral form.

1.5. The modifications or additions requested by the client are only valid and can only be taken into account if they are received by the contractor in writing and before the ordered service is provided and signed by both parties. Changes can be included separately in a new additional order and are subject to a possible price adjustment.

1.6. The contractor has the right to call on third parties for any provision of services, in kind (good) or in services

Article 2: Prices
2.1. The price offers only become binding with the confirmation of the order by the contractor, the so-called pro forma. The prices stated in the offer of the contractor are subject to the reservation that the order data on which the offer is based remain unchanged. In the case of orders with delivery to third parties, the purchaser is deemed to be the client unless otherwise expressly agreed. The contractor’s prices do not include French VAT. The contractor’s prices apply ex works. Unless otherwise expressly agreed in the pro forma, the prices do not include packaging, freight, postage, insurance and other shipping costs.

2.2. Subsequent changes requested by the client, including the resulting machine downtime (for third parties), will be on his charge. Subsequent changes also include repetitions of test prints that are requested by the client due to minor deviations from the template.

Article 3: Terms of payment
3.1. The contractor has the right to request an advance payment in the amount of a percentage to be determined over the total of the order from the client. The client must pay the advance to the contractor at the time of the order confirmation.

3.2. If, after the conclusion of the contract, it becomes apparent that the fulfillment of the payment claim is jeopardized by the client’s inefficiency, or in the case of an unusually large order volume, the contractor can request further advance payment (before delivery), withhold goods that have not yet been delivered and stop further work. The contractor is also entitled to these rights if the client is in default of payment for deliveries that are based on the same legal relationship.

3.3. In the event of default in payment, default interest of 8% above the base rate is to be paid. The assertion of further damage caused by delay is not excluded. If the client does not pay the price including the ancillary costs according to Article 2, Point 2.2 (“Prices”), within 30 days of receipt of the invoice and delivery of the goods, he will be in default of payment even without a reminder.

Article 4: Terms of delivery
4.1. The delivery period is agreed individually and must be recorded in writing in the pro forma.

4.2. The contractor is only entitled to make partial deliveries if
– the partial delivery has been agreed and is usable for the client within the scope of the contractual intended purpose,
– the delivery of the remaining goods ordered is ensured and
– this does not result in any significant additional work or costs for the client.

4.3. If the goods are to be shipped, the risk of accidental loss and accidental deterioration of the goods is transferred to the client as soon as the shipment has been handed over to the person / company carrying out the transport.

4.4. Delivery dates are only valid if the contractor expressly confirms them. If the contract is concluded in writing, the confirmation of the delivery date must also be in writing. The delivery time ends on the day on which the goods leave the delivery plant or are stored due to the impossibility of dispatch. The delivery time is interrupted for the duration of the examination of the proofs, production samples, etc. requested by the client, from the day of dispatch to the client until the day of receipt of his statement. If, after the order confirmation, the client requests changes to the order that affect the production time, a new delivery time begins, and only with confirmation of the changes. The contractor is not responsible for exceeding the delivery time if this is caused by circumstances for which the contractor is not responsible.

4.5. Operational disruptions – both in the contractor’s and in that of one of his supplier – such as strikes, legally prescribed sanitary measures to protect employees, lockouts, epidemics and pandemics as well as all other cases of force majeure only entitle the client to terminate the contract if he can no longer reasonably be expected to wait any longer; otherwise the agreed delivery period is extended by the duration of the delay. However, termination is possible at the earliest four weeks after the occurrence of the operational disruption described above. The contractor is not liable in these cases.

4.6. The contractor has a right of retention on the artwork, raw materials and other items delivered by the client until all due claims from the business relationship have been fully met. Material procured by the client, regardless of the type, is to be delivered to the contractor free of charge. The receipt is confirmed without assuming any guarantee for the correctness of the quantity designated as delivered. In the case of larger items, the costs associated with the counting or weight check as well as the storage costs are to be reimbursed.

Article 5: Reservation of title
5.1. The contractor reserves ownership of the delivered goods against the client until full payment of all claims has been made.
These goods may neither be pledged to third parties nor assigned as security before payment has been fully made. The client must notify the contractor immediately in writing if and to the extent that third parties access the goods belonging to the contractor.

5.2. The client is only entitled to resell in the ordinary course of business. The client hereby assigns his claims from the resale to the contractor. The contractor hereby accepts the assignment. If the realizable value of the securities exceeds the claims of the contractor by more than 10%, the contractor will – at the request of the client – release securities of his choice.

5.3. When processing goods delivered by the contractor and owned by him, the contractor is to be regarded as the manufacturer and retains ownership of the products at all times during processing. If third parties are involved in the treatment or processing, the contractor is limited to a co-ownership share in the amount of the invoice value of the reserved goods. The property acquired in this way is deemed to be reserved property.

Article 6: Complaints / Warranties
6.1. The client must check that the goods are in conformity with the contract as well as the preliminary and intermediate products sent for correction immediately after receipt of the goods. The risk of any errors is transferred to the client with the declaration of readiness for production, provided that it is not a matter of defects that only arose or could be recognized in the production process following the declaration of readiness for production. The same applies to all other release declarations by the client.

6.2. Complaints are only permitted within one week of receipt of the goods. Hidden defects that cannot be found after the immediate examination must be asserted within the statutory warranty period. If the client complains about a defect, the contractor has the right and the duty to review the complaint. At the expense of the client, samples of the defective goods can be requested from the contractor, which are used in the context of the investigation. The contractor has the right to involve third parties in the investigation if necessary.

6.3 In the event of justified complaints, the contractor is initially obliged and entitled to choose between repair and / or replacement, excluding other claims. If the contractor does not meet this obligation within a reasonable period of time or if the improvement fails despite at least two repeated attempts, the client can request a reduction in the remuneration (reduction) or cancellation of the contract (withdrawal).

6.4. Defects in part of the delivered goods do not entitle the client to complain about the entire delivery, unless the partial delivery is of no interest to the client.

6.5. In the case of colored (re-) productions in all manufacturing processes, the client cannot object minor deviations from the original to the contractor. The same applies to the comparison between other templates (e.g. digital prints, proofs) and the final product. In addition, liability for defects that do not or only insignificantly impair the value or usability is excluded.

6.6. The contractor is only liable for deviations in the quality of the material used up to the amount of the order value.

6.7. Deliveries (e.g. transferred data, raw materials such as perfume, packaging material) by the client or by a third party engaged by him are not subject to any inspection obligation on the part of the contractor. In the case of data transmission, the client must use the latest technical protection programs for computer viruses prior to transmission. The data backup is the sole responsibility of the client. The contractor is entitled to make a copy.

6.8. Excess or under deliveries of up to 10% of the ordered quantity cannot be objected. The delivered quantity will be invoiced.

Article 7: Liability
7.1. Claims for damages and reimbursement of expenses by the client, regardless of the legal basis, are excluded.

7.2. This disclaimer does not apply
– in the event of damage caused intentionally or through gross negligence,
– in the event of a slightly negligent breach of essential contractual obligations, also by legal representatives or vicarious agents of the contractor; insofar as it is only responsible for average damage which is foreseeable and typical depending on the type of product,
– in the event of culpable injury to life, limb or health of the client,
– in the case of fraudulently concealed defects and assumed guarantee for the quality of the goods,
– for claims from the product liability law.

Article 8: Limitation period
Client warranty and compensation claims (Articles 6 and 7) are time-barred with the exception of claims for damages mentioned in 7.2. within one year from delivery of the goods. This does not apply if the provider has acted fraudulently.

Article 9: Archiving
The products, to which the client is entitled, in particular data and data carriers, will only be archived by the contractor after express agreement and against special payment beyond the delivery (handing over) of the final product to the client or his agents. If the aforementioned elements must be ensured, the client must take care of it himself in the absence of agreement.

Article 10: Data protection
The protection of the client’s personal data is very important for the contractor. Insofar as the contractor collects or processes personal data of the client in the context of the contractual activity, this is done exclusively in accordance with the data protection regulations, in particular the EU General Data Protection Regulation (GDPR). The client can find further information on the scope of personal data in the contractor’s data protection declaration.

Article 11: Industrial property rights / copyright
The client is solely responsible if the execution of his order violates the rights of third parties, in particular copyright. The client must release the contractor from all third party claims due to such violation of the law.

Article 12: Place of jurisdiction, severability clause
12.1. The place of performance and jurisdiction are the contractor’s headquarters. French law applies to the contractual relationship. The place of jurisdiction is Nice. UN sales law is excluded.

12.2. If individual provisions or more were or became totally or partially ineffective, this would not affect the validity of the remaining provisions. The same is true of a legal vacuum.

End

Last update – December 2021