Recycling and refurbishment of Heat Shrink Guns

EN

GTCS

Revision 09/2025

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions 

In these General Terms and Conditions of Sale, the terms listed below shall have the meaning assigned to them in this Article 1.1:

  • Force Majeure Event: has the meaning given to it in Article 13 of the GTCS (as defined below).
  • GTCS: refers to the contractual conditions set forth in this document, together with any subsequent updates pursuant to Article 16.6 of the GTCS.
  • Code of Conduct: SEFMAT’s Code of Good Commercial Practices attached to the GTCS and forming an indivisible contractual whole with them.
  • Client: refers to buyers acting in a professional capacity within the meaning of the French Consumer Code and entering into a Contract (as defined below) with the Supplier (as defined below).
  • Order: refers to the Client’s order as set out in its purchase order OR resulting from its written acceptance of the Supplier’s offer (as defined below), as applicable.
  • Contract: refers to the agreement entered into between the Supplier and the Client for the sale of one or more Products in accordance with the GTCS and the Code of Conduct.
  • Supplier: refers to SEFMAT, a simplified joint-stock company, whose registered office is located at 7 rue de Betnoms, 33185 Le Haillan, France, registered with the Bordeaux Trade and Companies Register under number 320 696 594.
  • Business Day: means any day of the week other than Saturday, Sunday, or a public holiday as defined in Article L.3133-1 of the French Labour Code.
  • Party (Parties): means either the Client or the Supplier, or both collectively.
  • Product: means the goods (or part thereof) covered by the Order, as described in the Supplier’s catalogue, website, and technical sheets.

1.2 Interpretation

In the GTCS, unless the context requires otherwise and unless expressly provided otherwise:

  1. the term “person” includes any natural or legal person, company, partnership, joint venture, de facto company, authority, or any other entity, whether or not having legal personality;
  2. any reference to a Party includes its legal representatives, successors, or authorized assigns;
  3. any reference to a law or legislative provision is a reference to its version in force and includes any implementing legislation adopted pursuant thereto;
  4. any phrase using the terms “including,” “include(s),” “in particular,” or similar expressions shall be deemed illustrative;
  5. any reference to the terms “in writing” or “written” includes postal mail, facsimiles, e-mails, and extrajudicial documents; and
  6. the definitions set out in Article 1.1 of the GTCS apply equally to the singular and plural forms of those terms and, where applicable, to their other grammatical forms.

2. SCOPE OF APPLICATION

2.1

The GTCS and the Code of Conduct apply without restriction or reservation to all Contracts, regardless of any stipulations contained in the Client’s documents (in particular its general purchasing conditions) or arising from trade practices, customs, or established business practices.

2.2

In accordance with applicable legislation, these GTCS are systematically provided to any Client upon request.

2.3

Any order for Products implies the Client’s acceptance of the GTCS.

2.4

The Client shall ensure that the terms of the Order and all applicable specifications are complete and accurate, and that the proposed product or service meets its requirements.

2.5

The Contract constitutes the entire agreement between the Parties. The Client acknowledges that its consent is not based on any statement, promise, representation, assurance, or warranty made or given by or on behalf of the Supplier that is not set out in the Contract.

2.6

Drawings, samples, prices, descriptive documents, or advertisements produced by the Supplier, as well as descriptions or illustrations contained in the Supplier’s catalogues, brochures, or technical sheets (including on its website) are provided for information purposes only and may be revised at any time. The Supplier reserves the right to make any modifications it deems useful.

2.7

Quotes prepared by the Supplier are intended only for their recipient and are valid for thirty (30) Business Days from their date of issue, unless another date is indicated in writing by the Supplier on said quote.

2.8

The Supplier reserves the right to depart from certain provisions of the GTCS depending on negotiations conducted with the Client and to establish special conditions of sale or a specific contract with the latter.

3. CONTRAT

3.1 Formation of the Contract

  1. Physical Sales
    Except in the case of electronic sales as referred to in Article 3.1(b) of the GTCS, Orders must be confirmed in writing by the Client by means of a duly signed purchase order.
    Except in the case of electronic sales as referred to in Article 3.1(b) of the GTCS, sales shall be binding only after the Supplier’s express written acceptance of the Client’s Order, subject in particular to the availability of the Products ordered.
  2. Electronic Sales
    For Orders placed exclusively on the Supplier’s website, acceptance occurs (subject to availability of the Products) when the Client accepts the GTCS by ticking the relevant box and validates its order. Such validation constitutes acceptance of these GTCS in their entirety and serves as proof of the Contract’s existence.
    Acknowledgment and acceptance of the Order are confirmed by an e-mail sent by the Supplier to the Client. The data recorded in the Supplier’s IT system serves as proof of all Contracts with the Client.
    The GTCS are made available on the website www.ripacycle.com
  3. Order Acceptance
    Any Order placed by the Client outside of the website shall be accepted in writing by the Supplier within five (5) Business Days of receipt of the duly signed purchase order (in the case of physical sales) or of the Client’s acceptance of the GTCS as provided for in Article 3.1(b) (in the case of electronic sales), subject to the timely receipt by the Supplier of all required information from the Client. The sale is binding only after such acceptance.

3.2 Modification of the Order by the Client

Whether in the case of a physical sale under Article 3.1(a) of the GTCS or an electronic sale under Article 3.1(b) of the GTCS, any modifications requested by the Client will only be considered if notified in writing to the Supplier at least five (5) Business Days prior to the scheduled delivery date of the ordered Products and if accepted by the Supplier.

3.3 Cancellation of the Order by the Client


If a deposit has been paid by the Client and the Client cancels the Order after its acceptance by the Supplier, for any reason whatsoever, the deposit paid upon placing the Order, as defined in Article 7.2 of the GTCS, shall be retained by the Supplier and shall not be refunded, unless otherwise agreed by the Supplier on a purely commercial basis.

If no deposit has been paid and the Client cancels the Order, for any reason whatsoever, an amount equal to twenty percent (20%) of the total pre-tax price of the Products shall be payable by the Client to the Supplier as a cancellation penalty.

4. DELIVERY OF THE ORDERED PRODUCTS

4.1 Delivery Note

The Supplier shall ensure that each delivery of Products is accompanied by a delivery note stating the date of the Order, all relevant Client and Supplier references, and the type and quantity of Products.

4.2 Delivery Time

The acceptance of the Order referred to in Article 3.1(c) of the GTCS shall also specify an estimated delivery time. This delivery period is purely indicative and shall not be binding. The Supplier shall therefore not be liable, nor obliged to compensate the Client, and the Client shall not be entitled to withhold payment or cancel its Order in the event of a delivery delay not exceeding an additional thirty (30) Business Days from the end of the indicated delivery period.

Only in the event of a delay exceeding thirty (30) Business Days from the end of the indicated delivery period may the Client request the termination of the sale. Deposits already paid shall then be refunded by the Supplier.

The Supplier shall in no event be liable in the event of delay, suspension, failure to deliver, or termination of the sale attributable to the Client or due to force majeure.

If the Supplier fails to deliver the Products for a reason other than force majeure or a cause attributable to the Client, its liability shall in any case be limited to the costs and expenses incurred by the Client in obtaining the least expensive substitute Products of similar description and quality available on the market, less the price of the Products.

4.3 Place of Delivery of Ordered Products

Unless otherwise provided in special conditions of sale, a specific contract, or expressly accepted by the Supplier, sales are governed by the Incoterm (2020 version) “EX WORKS” (EXW) established by the International Chamber of de Betnoms, 33185 Le Haillan, or any other place designated for this purpose by the Supplier.

Delivery shall be deemed completed upon actual handover of the ordered Products by the Supplier to the Client or to the carrier designated by the latter.

Any special requests by the Client concerning packaging conditions of the ordered Products must be duly accepted in writing by the Supplier and shall be carried out by the latter at the Client’s expense. Related costs shall be subject to an additional specific invoice.
If the ordered Products are not collected by the Client in accordance with the GTCS within three (3) Business Days from the date the Supplier informed the Client that the Products were ready for delivery, the Supplier reserves the right to invoice the Client for storage fees as well as all related costs and expenses (including insurance).

If the ordered Products are not collected by the Client in accordance with the GTCS within thirty (30) Business Days from the date the Supplier informed the Client that the Products were ready for delivery, the Supplier reserves the right to resell or otherwise dispose of all or part of them.
The provisions of the two preceding paragraphs are without prejudice to the Supplier’s right to be compensated by the Client for any costs incurred and other damages suffered as a result of the Client’s late collection or failure to collect the Products.

The Client may not refuse the Products if delivery includes more or less than ten percent (10%) of the Products ordered. However:

  1. where Products have been delivered in excess quantity and have not been invoiced by the Supplier, the Client shall return them within ten (10) days of receipt, unless otherwise agreed between the Parties. Where Products have been delivered in excess quantity and invoiced by the Supplier, the latter shall issue a credit note corresponding to the price of the surplus Products and reasonable shipping costs after such Products have been returned.
  2. where Products have been delivered in insufficient quantity, the Supplier shall not be obliged to make up the difference between the Client’s ordered quantity and the quantity received, provided that the Client is invoiced only for the actual quantity delivered or receives a credit note corresponding to the difference between the invoiced and delivered Products. However, the Supplier may choose to deliver the additional Products, invoicing any outstanding sums, upon receipt of a written notice from the Client indicating that an incorrect quantity of Products was delivered.

4.4 Partial Deliveries

The Supplier may deliver the Products in part by staggered deliveries. Each partial delivery shall constitute a separate Contract, and the Products shall be invoiced and paid separately. Any delay or failure to deliver one partial Order shall not entitle the Client to cancel the entire Order.

4.5 Client’s Responsibility for Import Regulations

It is the Client’s responsibility to comply with import regulations and foreign exchange controls which may in the future hinder or prevent the performance of the Contract. Such obstacles shall not compromise the execution of this Contract.

5. CONFORMITY

5.1

The Client must check the apparent condition of the ordered Products upon delivery. In the absence of written reservations expressly made at that time, the delivered Products shall be deemed to conform in quantity and quality to the Order.

5.2

No claim shall be validly made or accepted if the formalities set out in Article 5.1 of the GTCS are not complied with by the Client.

5.3

The Supplier shall replace, as soon as possible and at its expense, any delivered Products whose lack of conformity has been duly proven by the Client.

6. TRANSFER OF RISK AND TRANSFER OF OWNERSHIP

6.1 Transfer of Risk 

The transfer to the Client of the risks of loss and deterioration of the delivered Products shall take place upon delivery of said Products, regardless of the transfer of ownership as provided for in Article 6.2 of the GTCS.

It is the Client’s responsibility, at its own expense and with a publicly recognized insurance company, to insure the delivered Products until full transfer of ownership.

If the Client does not personally take possession of the delivered Products at the delivery location, the Client shall engage a carrier to deliver the Products to the designated location. The Supplier shall be deemed to have fulfilled its delivery obligation once the delivered Products have been entrusted to such carrier and accepted by it without reservation.

All handling of delivered Products carried out after delivery as defined by the GTCS shall be the sole responsibility of the Client and at its expense and risk.

Accordingly, the Client shall have no warranty recourse against the Supplier in the event of failure by the carrier it designated to deliver the Products, or for damage occurring during loading, transportation, unloading, or any other handling.

6.1 Transfer of Title


Transfer of title to the delivered Products in favour of the Client shall occur only after full payment of the price by the latter, regardless of the delivery date of said Products.

Accordingly, and until full payment of the price by the Client, the Supplier reserves title to the delivered Products and may, under the conditions set out in the GTCS, repossess them in the event of non-payment. Any deposit paid by the Client shall be retained by the Supplier as liquidated damages, without prejudice to any other actions the Supplier may take.

The Client undertakes not to pledge or transfer in any form, as security, title to the delivered Products for as long as title has not passed to it. The Client shall use its best efforts to ensure that delivered Products for which payment has not been made are identified as the Supplier’s property and, in particular, cannot be confused with, or be subject to claims by, third parties.

Furthermore, and until title to the Products passes to the Client, the latter undertakes to:

  1. refrain from removing, defacing or obscuring any identification mark or any packaging on or relating to the Products;
  2. keep the Products in satisfactory condition and insure them against all risks for their full value as at the delivery date;
  3. operate a first-in, first-out (FIFO) stock management system for Products purchased from the Supplier; and
  4. provide the Supplier, upon request, with information relating to the Products.

Products held in stock by the Client are presumed to be the unpaid ones. Such Products may be repossessed by the Supplier, without prior notice or formal demand, in the event of the Client’s failure to fulfil its obligations. The Supplier shall therefore be authorised to enter the Client’s premises to carry out such repossession where applicable.

The repossession referred to in the preceding paragraph is without prejudice to any other actions or legal proceedings that the Supplier may choose to initiate against the Client, or to any damages that may be awarded, for losses suffered by the Supplier and attributable to the Client.

7. PRICE AND PAYMENT

7.1 Price

The Products are supplied at the prices shown on the Supplier’s price list in force on the Order date or, as the case may be, in the specific commercial proposal sent by the Supplier to the Client, or as displayed on the relevant website, less any discount, reduction or rebate agreed in writing between the Parties or set out in said commercial proposal. These prices are firm and may not be revised during their validity period as indicated by the Supplier. The Supplier shall not be bound by any manifest clerical or arithmetic error in a tender response, invoice, or statement provided to the Client.

The Supplier may, by giving the Client written notice at any time up to five (5) Business Days prior to delivery, increase the price of the Products to reflect any increase in their costs due to:

  1. any request by the Client to change the delivery date(s), the quantities or types of Products ordered, or their Specification; or
  2. any delay resulting from the Client’s or its carrier’s instructions, or from the Client’s failure to provide adequate or accurate information or instructions to the Supplier.

Product prices are quoted in euros, net, excluding taxes, ex-works. They do not include transport costs, any export or import fees, any customs duties or other taxes, or insurance costs, all of which shall be borne solely by the Client. These conditions may vary and, if so, will be communicated to the Client separately.

Prices are stated exclusive of value added tax. Upon receipt of an invoice including such tax and issued by the Supplier, the Client shall pay any amounts due in this respect at the rates applicable to the Products on the invoice date.

Special pricing conditions may apply depending on the Client’s requests accepted by the Supplier, in particular regarding delivery terms and timeframes and/or payment terms and conditions. Such special conditions shall be set out in a written document signed by the Parties.

7.2 Payment Terms

Unless otherwise agreed by the Parties, payment of the total purchase price of the ordered Products must be made prior to delivery, upon presentation of a pro forma invoice issued by the Supplier and in accordance with the terms set out in said invoice. The Supplier will deliver the ordered Products only once their full sale price has been paid, unless otherwise agreed by the Parties.

The Client expressly agrees that invoices issued by the Supplier may be sent to it and made available in electronic format, in accordance with applicable regulations, and acknowledges that this method of invoicing has the same legal value as a paper invoice.

The Supplier shall not be obliged to deliver the Products ordered by the Client if the latter does not pay the price under the conditions and in accordance with the terms set out in this Article.

Unless expressly agreed in advance and in writing by the Supplier, no set-off may validly be effected between any amounts possibly owed by the Supplier to the Client, on the one hand, and amounts owed by the Client to the Supplier, on the other hand.

7.3 Late Payment

Any late payment shall render immediately due and payable, without prior formal notice, a late-payment penalty equal to ten percent (10%) of the total outstanding amount including taxes, in addition to statutory late-payment interest and the fixed indemnity for recovery costs provided by law and indicated on the invoice referred to in Article 7.2 of the GTCS.

The provisions of the preceding paragraph are without prejudice to any other actions the Supplier is entitled to bring against the Client due to the late payment, where such late payment causes loss.
In the event of non-compliance with the payment terms set out in the GTCS, the Supplier further reserves the right to suspend or cancel delivery of all or part of the Client’s outstanding orders and/or to reduce or cancel any discounts granted to the Client.

Finally, the Supplier reserves the right to claim additional compensation from the Client if the recovery costs actually incurred exceed the statutory amount of forty (40) euros provided for by the fixed indemnity for recovery costs, upon submission of supporting documents.

7.4 Early-Payment Discount

No early-payment discount shall be granted by the Supplier for payment before the invoice due date or within a period shorter than that stated in these GTCS.

8. SUPPLIER’S WARRANTIES AND LIABILITY

8.1

The Products delivered by the Supplier benefit from the statutory warranties covering non-conformity and hidden defects arising from defects in materials, design or manufacture that affect them and render them unfit for use.

8.2

The warranty forms an indivisible whole with the Product sold by the Supplier. The Product may not be resold altered, transformed or modified.

8.3

This warranty is limited to the replacement or refund of Products that are non-conforming or affected by a hidden defect.

8.4

All warranty is excluded in the event of abnormal use of the Product, use under conditions different from those for which it was produced, negligence or lack of maintenance by the Client, as well as in the event of normal wear and tear of the Product or force majeure, and in the event of deterioration or accident resulting from impact, fall, negligence, lack of supervision or maintenance, or in the event of transformation of said Product.

8.5

In order to assert its rights, the Client must inform the Supplier in writing—by completing the dedicated form provided upon request—of the existence of defects at the following email address: info@sefmat.com

8.6

The Supplier shall replace under warranty the Products proven to be non-conforming or affected by a hidden defect. This warranty also covers any labour costs incurred by such replacement.

8.7

Replacement of the Products shall not have the effect of extending the above warranty period.

9. INTELLECTUAL PROPERTY

The Supplier retains all intellectual property rights relating to the Products and to their representation on any medium whatsoever.

10. USE AND PROTECTION OF PERSONAL DATA

10.1 Use 

The personal information collected by the Supplier concerning the Client, in connection with the Order and the Contract, is recorded in a computerized file by Julien MARIGOT to enable the Supplier to process the Order and meet the Client’s needs. The legal basis for processing is the Contract.

The Supplier collects only the Client data strictly necessary for processing the Order and performing the Contract according to the Client’s needs.

10.2 Duration

10.3

Personal data processed by the Supplier in connection with the Order and the Contract shall be destroyed no later than three (3) years after the Supplier’s performance of the Order and/or the Contract.

Transfer of personal data

No disclosure to third parties outside SEFMAT shall be made with respect to Client information shared within SEFMAT. However, the Supplier may provide the Client’s personal data at the request of a judicial or administrative authority or pursuant to law.

10.4 Exercising the Client’s rights over personal data

The Client has the right to access, object to, rectify, restrict and erase personal data concerning it. The Client may withdraw consent to the processing of its data at any time, object to the processing of its data and exercise its right to data portability. The Client may exercise these rights by sending the Supplier a written request by email to info@sefmat.com or by postal mail to SEFMAT, 7 rue de Betnoms, 33185 LE HAILLAN, France.

This request must specify the data concerned and set out the request(s) relating to the rights referred to in this paragraph and be accompanied by a copy of the Client’s identity document.
The Supplier undertakes to comply with Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC (the General Data Protection Regulation or “GDPR”).

The Supplier keeps an internal register listing all processing of personal data collected by it, in order to respond as quickly as possible to any requests from the Client regarding the processing of its personal data.

If, after contacting us, you consider that your “Informatique et Libertés” rights have not been respected, you may lodge a complaint with the Commission nationale de l’informatique et des libertés (CNIL).

11. HARDSHIP (Imprévision)

11.1

In the event of a change in circumstances that was unforeseeable at the time the order was placed, and in accordance with Article 1195 of the French Civil Code, the Party that did not agree to bear the risk of excessively onerous performance may request a renegotiation from the other Party of the terms of sale binding them.

11.2

The provisions of the preceding paragraph impose on the Parties an obligation to renegotiate the terms of sale in good faith, but in no event an obligation to reach an agreement.

12. FORCE MAJEURE

The Parties shall not be liable if the non-performance or delay in the performance of any of their obligations, as set out in the GTCS, results from a force majeure event within the meaning of Article 1218 of the French Civil Code.

Each Party may lawfully terminate the Order and/or any related services concerning the ordered Products by sending the other Party a registered letter with acknowledgment of receipt in the event of the other Party’s non-performance of its obligations following the occurrence of a force majeure event (i) whose duration exceeds three (3) months from notification to the other Party, or (iii) that permanently prevents performance of the Order. In all other cases, the Order shall be suspended.

13. DEFENCE OF NON-PERFORMANCE (Exception d’inexécution)

13.1 Ex post defence of non-performance

Pursuant to Article 1219 of the French Civil Code, each Party may refuse to perform its obligation, even when due, if the other Party does not perform its own and if such non-performance is sufficiently serious, i.e., is likely to call into question the continuation of the contract or fundamentally upset its economic balance.

Suspension of performance of the relevant obligation shall take effect immediately upon receipt by the defaulting Party of the notice of breach sent to it for this purpose by the aggrieved Party by registered letter with request for acknowledgment of receipt, indicating the implementation of the defence of non-performance, and shall continue until the defaulting Party has remedied the breach.

13.2 Ex ante defence of non-performance

The defence of non-performance may also be used preventively, in accordance with Article 1220 of the French Civil Code, if it is clear that one Party will not perform its obligations when due and the consequences of such non-performance are sufficiently serious for the aggrieved Party.
This right is exercised at the risk of the Party initiating it.

Suspension of performance of the relevant obligation shall take effect immediately upon receipt by the presumed defaulting Party of the notice—by registered letter with request for acknowledgment of receipt—indicating the implementation of the preventive defence of non-performance, and shall continue until the presumed defaulting Party performs the obligation for which a forthcoming breach is evident.

14. TERMINATION AND SUSPENSION

14.1 Immediate termination


The Supplier may terminate the Contract with immediate effect in any of the following cases:

  1. the Client suspends or threatens to suspend payment of its Orders, or is unable or admits inability to pay its debts as they fall due;
  2. the Client is in a state of cessation of payments within the meaning of Article L.631-1 of the French Commercial Code;
  3. the Client negotiates with all or any of its creditors the rescheduling of any of its debts, makes a proposal or concludes a compromise or arrangement with its creditors to that effect;
  4. the Client is subject to legal action for the recovery of any of its debts or the seizure of its assets;
  5. the occurrence of any event or legal action that has an effect equivalent or similar to any of the events referred to in Articles 15.1(a) to 15.1(d) of the GTCS inclusive;
  6. the Client suspends, threatens to suspend, or ceases or threatens to cease carrying on all or a substantial part of its business;
  7. the Client dies or, due to illness or incapacity (mental or physical), is unable to manage its own affairs or is placed under protective measures within the meaning of Article 425 of the French Civil Code.

The Supplier may effect such termination at any time without complying with any notice period, provided that it informs the Client in writing by registered letter with request for acknowledgment of receipt.

14.2 Termination for hardship

If performance of an obligation has become impossible because excessively onerous within the meaning of Article 1195 of the French Civil Code, and notwithstanding Articles 15.1, 15.3 and 15.4 of the GTCS, each Party may unilaterally terminate by operation of law the sale binding them, subject to compliance with the following formalities:

  1. the initiating Party must notify the other of the implementation of this clause by registered letter with request for acknowledgment of receipt or by an extrajudicial act; and
  2. termination shall take effect upon expiry of a notice period of twenty-five (25) Business Days from receipt by the recipient Party of the notice referred to in (a).

If the hardship ceases before the end of the notice period referred to in (b) above, the termination shall be null and void and the sale shall automatically resume without any prior formality.

14.3 Termination for force majeure

In the event of force majeure within the meaning of Article 1218 of the French Civil Code, and notwithstanding Articles 15.1, 15.2 and 15.4 of the GTCS, each Party may unilaterally terminate by operation of law the sale binding them, without summons or other prior formality than the following:

  1. the initiating Party must notify the other of the implementation of this clause by registered letter with request for acknowledgment of receipt or by an extrajudicial act; and
  2. termination shall take effect upon expiry of a notice period of twenty-five (25) Business Days from receipt by the recipient Party of the notice referred to in (a).

If the force majeure event ceases before the end of the notice period referred to in (b) above, the termination shall be null and void and the sale shall automatically resume without any prior formality.

14.4 Termination for breach by a Party of its obligations

If either Party commits a material breach or repeated breaches of its obligations, and notwithstanding Articles 15.1 to 15.3 of the GTCS, the aggrieved Party may unilaterally terminate by operation of law the sale binding it to the defaulting Party, subject to the following formalities:

  1. the aggrieved Party must notify the defaulting Party of the implementation of this clause by registered letter with request for acknowledgment of receipt or by an extrajudicial act; and
  2. termination shall take effect upon expiry of a notice period of ten (10) Business Days from receipt by the recipient Party of the notice referred to in (a).

14.5 Provisions common to the various termination scenarios

The debtor of a payment obligation under the GTCS shall be validly put in default by the mere fact that the obligation is due, in accordance with Article 1344 of the French Civil Code.

Clauses which expressly or implicitly survive termination of the Contract shall remain in force and effect.

15. MISCELLANEOUS

15.1 Performance of the Contract

The Supplier reserves the right at any time to assign, transfer or subcontract in any manner all or part of its rights or obligations arising under the Contract.

The Client shall not assign, transfer or subcontract in any manner all or part of its rights or obligations arising under the Contract without the Supplier’s prior written consent.

15.2 Communications

Any written communication between the Parties in or in connection with a Contract must be sent to the address of its registered office (if a company), to the address of its principal place of business (in any other case), or to any other address of the recipient Party.

The provisions of this clause do not apply to the service of process or other documents in legal proceedings.

15.3 Severability and independence of clauses

If one or more clauses of the Contract are declared null, rescinded, void or deemed unwritten by a court decision, an arbitral award or by mutual agreement between the Parties, the other provisions shall continue in full force and effect, provided that the overall purpose of the Contract can be preserved.

If performance of one or more clauses of the Contract is rendered impossible due to the annulment, rescission, termination or lapse of one or more other clauses, or because they are deemed unwritten, the Parties shall consult with a view to establishing one or more new clauses whose spirit and wording are as close as possible to the former clause(s), the other provisions of the Contract remaining in force.

Failing this, or if the overall purpose of the Contract is fundamentally undermined, the Parties may, by written mutual agreement, record the annulment of the Contract in its entirety.

15.4 Waiver

A waiver of any right or remedy under the Contract or at law is effective only if notified in writing to the other Party.

A waiver of a right or remedy shall not be construed as a general waiver by either Party of its other rights or remedies, notably with respect to any subsequent breach or default. Any failure, delay or partial exercise by a Party in exercising any right or remedy provided by the Contract or by law shall not constitute a waiver of that or any other right or remedy and shall not prevent or restrict any further exercise of that or any other right or remedy.

15.5 Third-party rights

Third parties to the Contract have no right to require the Supplier or the Client to comply with the Conditions applicable to them.

15.6 Variation of the Contract

Unless otherwise expressly provided in the GTCS or expressly agreed by each of the Parties in writing, no amendment to the Contract, including the introduction of additional terms and conditions, shall be made.

15.7 Governing law and language

By express agreement between the Parties, the GTCS, the Code of Conduct and the Contracts are governed by French law.

The GTCS, the Code of Conduct and the Contracts are drafted in the French language. If they are translated into one or more other languages, only the French text shall be authoritative.

15.8 Jurisdiction

All disputes to which the GTCS and the Contracts may give rise, concerning their validity, interpretation, performance, termination, rescission or lapse, and their consequences and aftermath, fall within the exclusive jurisdiction of the Commercial Court of Bordeaux.

15.9 Client’s Acceptance

The GTCS, as well as the Supplier’s prices and schedules relating in particular to discounts and rebates in force on the date hereof, are deemed to be approved and accepted by the Client, who declares and acknowledges having full knowledge thereof, and accordingly waives the right to rely on any contradictory document and, in particular, its own general purchasing conditions.