Section 1 - General principles

The present terms and conditions of sale (hereinafter referred to as "GTC") apply integrally to all sales made, out of France, by POLYREY Company (hereafter called “POLYREY”).

Any sale carried out by POLYREY in the aforementioned territory is consequently governed by the GTC, which constitutes the sole basis of the commercial negotiation in accordance with article L 441-1 of the French Commercial Code.

They take precedence over all general purchasing conditions or all other documents emanating from the client, regardless of their terms.

In any case, all orders sent to POLYREY implies:

• the unreserved acceptance of POLYREY prices and of the present terms and conditions of sale.
• the waiver by the customer - for any reason or form whatsoever and at any time - to take advantage of provisions contrary to or derogating from the present GTC, appearing in any document which he would have established unilaterally and which would not have been the subject of a specific agreement negotiated beforehand and formalized in writing between the POLYREY and the

The fact that POLYREY does not invoke one or another of the present terms and conditions of sale at a given moment may not be interpreted as constituting renunciation of the possibility to later invoke any of the said terms and conditions.

The information about the products included in products catalogs and sales brochures, and more generally in any advertising and promotional material, shall be of an indicative character and consequently shall not commit POLYREY who therefore retains the ability to change all or part of the items and elements featured therein.

 

Section 2 - Applicable law - Resolving dispute

• The sales made by POLYREY – and more generally the commercial relationships existing between POLYREY and the client – are governed by the provisions of French
• It is expressly stated that in the event of litigation of any kind, dispute relating particularly to the validity, performance, enforceability or difficulty interpreting the GTC or, more generally, concerning relations between POLYREY and the customer, jurisdiction shall be entirely assigned to the competent courts within whose jurisdiction POLYREY’s registered office is located, unless POLYREY prefers to have the dispute heard by any other competent

This clause is applicable even in event of a ruling in chambers and notwithstanding multiple legal proceedings or defendants, or introduction of third parties and regardless of the mode and modalities of payment as accepted in the conditions hereafter set out by POLYREY.

 

Section 3 - Orders

• Placing orders

All orders must be placed in writing (by fax, email or letter). Therefore, an order placed verbally by the customer must be confirmed by the customer in writing and include all of the required information to enable POLYREY to process this order, in particular the references and quantities of the products ordered, delivery date required, price, etc.

Any order placed by the customer is valid only after delivery by POLYREY of an order receipt acknowledgement from POLYREY, indicating the terms of the order as accepted by POLYREY, it being specified however that delivery of the order by POLYREY constitutes confirmation.

POLYREY has complete freedom to decide not to process orders placed – in particular with regard to the quantities of products concerned by said order or the availability of products contained in the order or insufficient coverage of the customer in respect of POLYREY's risks management policy. More generally, no rejection of an order by POLYREY shall constitute a fault or entitle the customer to compensation.

• Order modifications or

Except in cases of force majeure, no purchase order may be canceled, totally or partially, or, in more general terms, modified by the client when the said order is being processed by POLYREY, unless POLYREY agrees thereto in writing. Client shall bear any prejudicial consequences undergone by POLYREY in relation with the said cancellation or modification, in particular regarding costs of repackaging products.

• The customer’s order is not transferable without the prior and written agreement of POLYREY

 

Section 4 - Changes in products, price lists and GTC.

For any reason whatsoever and in particular in case of addition of a new tax, fluctuation of the price of raw materials, any type of modification of the products concerned (change of references, composition of products, packaging methods...), and also taking into account the exceptional contexts having led to unprecedented fluctuations of the upstream markets of supply (health crisis, Ukrainian crisis...), POLYREY reserves the right at any time – in particular taking into account market fluctuations – to change its products, price lists or terms and conditions of sale in any way, subject to the supply or distribution agreements concluded by POLYREY with his contractors, who would specifically define the regime of these modifications.

• Tariff changes
  • Definition

Unless otherwise stipulated, POLYREY's tariffs are made ex works and shall be governed by the Incoterm (2020 edition) EXWORKS drawn up by the International Chamber of Commerc. POLYREY's tariffs are expressed excluding tax (VAT due in addition, at the customer's expense) and in euros (€). Therefore, any taxes, charges, duties or other charges costs to be paid, in particular pursuant to national or community regulations, shall be borne by the customer.

These additional costs are not included in the POLYREY tariffs and are the subject of separate columns or separate lines at the foot of the invoice. Under no circumstances can they be included in the tariff.

In the complex process of determining its tariffs, POLYREY necessarily takes into account the purchase price of the raw materials used in the composition of the product, the cost of which is particularly fluctuating.

Other parameters and their variations also enter into the free and full determination of its tariff by POLYREY, such as :

 

• The costs of packaging production, the costs of recycling packaging materials and waste management,
• The structural fixed costs associated with the operation of POLYREY, the partners who supply POLYREY and the cost of labor,
• Upstream and downstream transportation costs,
• Financial costs,
• Taxation,
• The intangible elements of the products including the reputation of the brands marketed by POLYREY, marketing investments, ..
• The costs of the Seller's CSR

These elements are communicated within the limits of entrepreneurial freedom, pricing freedom guaranteed by Article L 410-2 of the French Commercial Code and trade secrets regulation.

• Modifications

Except in exceptional circumstances involving immediate change, any tariff change will be communicated to the customer within thirty (30) days prior to its effective date.

Unless otherwise agreed, any customer who places an order for a delivery date after the entry into force of the new prices, and of which the latter have been brought to his attention by means of a notification before the day of the said order, shall be deemed to have accepted these new prices, which shall then prevail over any possibly divergent information.

The ordered products are sold at the price valid at the time of the order confirmation by POLYREY. In case of postponement of the delivery date at the request of the customer, POLYREY shall however be entitled to apply the price valid on the day of delivery.

These modifications may therefore affect an order in progress if justified by the general or specific context of the order (in particular changes to the legal and regulatory context, increase in duties and taxes of any kind, increase in manufacturing or transport costs).

• Other modifications of

In general, the GTC, including the products, are also subject to change at any time, it being understood that any change will be notified to the customer thirty (30) days before its desired entry into force.

 

Section 5 - Deliveries

• Terms of

Unless otherwise stipulated, sales are made in advance and are governed by the Incoterm (ICC 2020 edition) EXWORKS developed by the International Chamber of Commerce – the agreed place of delivery being POLYREY’s registered office or any place designated for that purpose by POLYREY. Consequently, the delivery is considered to be made on the date on which the products are actually provided to the customer and before the products are loaded. Loading operations shall be at the customer’s exclusive responsibility and expense.

POLYREY reserves the right, as appropriate, to deliver in full or make split deliveries, without any compensation for the customer.

• Collection of the products

The customer shall take ownership of the products ordered at the place, date and time indicated by POLYREY. To this end, before any delivery the customer shall take all measures to ensure that the delivery is made in complete safety and in general to ensure that this operation is carried out under the most favorable conditions and in strict compliance with the terms stated for this purpose by POLYREY.

The customer shall compensate POLYREY for any costs incurred by POLYREY – and any damage suffered by POLYREY – directly or indirectly related to the late collection by the customer of the products ordered (particularly invoicing of storage costs), without prejudice to POLYREY’s right, if it wishes, to terminate the order in question at the exclusive fault of the customer and any other legal remedies or actions available to POLYREY under the law.

If POLYREY notifies the client that the products are ready for delivery and the client asks that collection be suspended, delayed or carried out in installments, the price of the products will be immediately due.

POLYREY shall not be liable for any deterioration of the products made ready for delivery to the client, when the client has not collected the products in due time.

The client will be invoiced for any costs or expenses arising where POLYREY has, at the request of the client, organized the transportation of the products. Such requests by the client are subject to prior acceptance by POLYREY. POLYREY will not be held liable for any changes resulting out of, or in connection with, such transportation and the organization thereof.

• Transfer of risks

As from the date of delivery – as defined by the Incoterm CCI applicable – the products will be in the care of the client, who must bear all risks which they may suffer or to which they are subject, for any reason whatsoever, even in cases of force majeure or acts of a third party.

The client will take out an insurance policy for the benefit of POLYREY, covering risks related to the products as from the transfer of the risks until the transfer of ownership. He must demonstrate payment of the premiums immediately upon request from POLYREY, and inform the latter at the earliest opportunity of any events likely to affect the insurance policy.

• Delivery lead times

POLYREY will make every effort to deliver the products to the client within the lead time agreed on the order confirmation by POLYREY.

Nevertheless, delivery lead times are given for information purposes only, and are purely indicative and cannot give rise to damages, penalties or cancellation of orders. In addition, delivery lead times are dependent on the receipt, in due time, by POLYREY of all the information required from the client.

• Force majeure

Force majeure or events beyond a reasonable control of POLYREY release POLYREY, at his discretion - temporarily or definitively - from any commitment to deliver, without this giving rise to compensation for the client. Such a situation includes, but is not limited to, the following events:

• Destruction affecting all or part of POLYREY’s
• Serious public disorders, wars (declared or not), strikes, riots, government actions, epidemics, health crisis, blocking of means of transport and
• Natural catastrophes, cold snaps or
• Technical downtime, stock depletion or any delays by POLYREY’s

 

And, in general, any events or causes beyond POLYREY's control, hindering and/or stopping the supplies and/or deliveries of POLYREY or those of its suppliers, service providers and/or subcontractors, and preventing in good faith POLYREY from delivering the products ordered.

The existence of a case of force majeure of any kind shall in no case have the effect of releasing the customer from its obligations to pay and to settle to POLYREY the price of the products delivered before the occurrence of these events.

• Packing and packaging

The products ordered are provided by POLYREY packaged in consideration, particularly, of the type of transport defined in the order. It is recalled that said packaging is considered by the customer as being suitable to protect the products – the customer thereby releasing POLYREY from any action against POLYREY on that basis. Within the scope of the order placed by the client, POLYREY may, at the client’s request, be led to place labels on products – and more generally on packaging – that may prove necessary for the client to market the said products (on territories of destination). The said labels will be supplied either by POLYREY or the client, to their prior agreement.

 

Section 6 - Conformity - Acceptance

• Reservations

Upon delivery (see Section 5 of the GTC), the customer shall verify the nature, condition, quantity and quality of the products and in general the conformity of the products delivered to the content of the order concerned.

To this end it is stipulated that:

• all orders are checked beforehand by POLYREY before leaving POLYREY’s Any order leaving POLYREY’s warehouse is therefore presumed compliant and it is the customer's responsibility to provide proof, as well as of the existence of the non-conformity, that it is attributable to POLYREY.
• for products not included in POLYREY’s catalogues, by-products, as well as special products, a tolerance regarding the quantity of products delivered compared with the quantity of products ordered shall apply, under the following conditions. This tolerance is set at a maximum of 10% of the quantity of products ordered for the following products:
  • For products called HPL, PANOPREY, POLYFORM, PLACAGE and PU METAL, the tolerance applies for a maximum of ten (10) sheets
  • For the product called COMPACT, the tolerance applies for up to one

(1) panel per six (6) sheets delivered.

This tolerance, accepted by the customer at the time of ordering, excludes any liability on the part of POLYREY and/or any reservation issued by the customer.

• Under all circumstances, any reservation or dispute relating to the conformity of the delivery shall:
  • on delivery of the products, be mentioned by the customer explicitly and in detail on the counterfoil of the delivery slip kept by the carrier with the date, time and signature of the recipient. In general, the customer shall, within the time frames and manner required by current regulations, maintain all avenues of redress against third parties responsible for shipping the products ordered.

And,

• be notified to POLYREY within seven (7) calendar days and confirmed to POLYREY by recorded-delivery The customer shall provide all documentary evidence concerning the faults observed and take all measures so that POLYREY may investigate them and rectify them where appropriate.

The client must prove the existence of shortcomings in addition to any faults concerning the products. POLYREY reserves the right to carry out any verification on-site. The client agrees to allow POLYREY or any person duly authorized by POLYREY total liberty to carry out any verifications and/or inspections which he considers necessary and enables unimpeded access to POLYREY to do so.

Only POLYREY or any person duly authorized by POLYREY may carry out these inspections and verifications.

• Return of the products

No product may be returned without POLYREY’s prior written consent.

Any product returned without the agreement of POLYREY shall be at the cost and risk of the customer and shall not give rise to a credit note. The customer shall compensate POLYREY for all costs that it incurs and any damage sustained by POLYREY directly or indirectly relating to said unauthorized return.

Any return request must be made by the customer within thirty (30) days from the discovery of the nonconformity or defect.

If the customer requests to return a product that it believes is defective or non-compliant, the customer must make the aforementioned product, pending the decision taken concerning this by POLYREY, available to POLYREY at the customer's premises. It is the customer’s responsibility to provide POLYREY with any information and documentary evidence concerning the defect or non-conformity stated; the customer shall give POLYREY any right and take any measures so that POLYREY may carry out itself, or via any person that it decides to use for this purpose, an inspection of the condition of the product that is believed to be affected or non-compliant. To this end, the customer shall, in particular, refrain from intervening itself or from using a third party for this purpose and shall take any measures to protect the integrity of the product presumed contaminated or non-compliant. The customer shall also return the products concerned at its own cost and risk at the request of POLYREY.

If the customer fails to observe these provisions, it shall be unable to take any recourse against POLYREY and the latter shall be exempt from any possible liability.

 

Section 7 - Liability

POLYREY guarantees to provide products that comply with applicable regulations and the characteristics described by POLYREY for each product. Therefore, POLYREY guarantees the customer that the products ordered shall be of a fair and marketable quality and comply with the corresponding product standards (EN 438, EN 14322, EN ISO 13894).

This guarantee is given only with regard to French and EU regulations, POLYREY's instructions relating to storage, transportation, use of products and AFNOR's general recommendations. In particular, the chipboard used in the manufacture of our products is exclusively intended for use in temperate

 

regions. This guarantee shall not apply to products sold and stored in non- temperate regions.

The commitment made by POLYREY is therefore limited to this compliance guarantee. In addition, POLYREY does not guarantee:

• the conformity of the labels and, more generally, of any indication applied by POLYREY at the customer's request,
• non-infringement of rights held by third parties, including intellectual property

In particular, it is up to client exclusively to respect the compliancy of characteristics and elements relating to the nature and qualities of the products ordered, to standards applicable on the territory where the ordered products are to be used and/or sold, and he shall be solely responsible on this score.

In the eventuality of products not being compliant, and insofar as it has been definitively recognized that such compliancy is POLYREY’s exclusive responsibility, this shall be strictly limited – at POLYREY’s discretion – to the obligation:

• to replace non-compliant products by identical or similar products or,
• to carry out refund of the price paid by client to POLYREY for non- compliant products without the client being able to claim any compensation, damages or termination/cancellation of the order from POLYREY or,
• issue a credit note as settlements of all

POLYREY shall not be liable for any damage of any kind caused by force majeure as defined in Section 5-5 of the GTC.

 

Section 8 - Payment

• Settlement Times

For initial orders concluded with new customers, payment shall occur on the delivery date.

Unless otherwise specified by POLYREY, payment is made thirty (30) days from the date of delivery of the products (see Section 5-1 of the GTC).

The payment terms in force with the customer shall only apply to the extent that the customer remains eligible for sufficient coverage level under POLYREY’s risk management policy.

It is understood that the simple provision of a security creating an obligation to pay does not constitute payment as defined in this clause; POLYREY’s receivable owed by the customer shall remain with all the guarantees attached thereto, including the retention of title, until payment has been made in full.

No customer claim shall be deemed to permit the postponement of the agreed due date.

• Means and place of payment

Payments shall be made by bank transfer, check, bill of exchange or, more generally, any payment method explicitly accepted by POLYREY in advance. Invoices are payable at POLYREY’s registered office or at any place indicated to the customer by POLYREY for that purpose.

• Discount

No discount is given for advance payment. POLYREY’s products are invoiced to the client without the application of a discount, except in the event that special conditions expressly apply. In particular, no discount is allowed for early payment.

• Advance payment

Any advance payment made by the customer to POLYREY shall be retained by POLYREY when the advance payment was paid to POLYREY in connection with an order confirmed by POLYREY and unilaterally cancelled unilaterally by the customer.

• Effective payment date

Payment is considered to have been made to POLYREY when the corresponding funds have been effectively received by POLYREY

• Non-payment - Late payment

Any amount not paid by the due date shall give rise as of right to the payment of:

• late-payment penalties calculated on the amount of the outstanding sum due at the rate of three times the legal interest rate in force. These penalties run from the day following the settlement date on the invoice until full payment of the amount due.
• flat-rate compensation of 40€ for recovery costs. When the recovery costs incurred by POLYREY exceed the amount of this fixed penalty, POLYREY reserves the right to request additional compensation upon providing corresponding documentary evidence.

In addition, the non-payment of a single invoice shall result, as of right and at POLYREY's discretion, in all other outstanding invoices due to POLYREY becoming immediately due, all the sums in question immediately accruing interest pursuant to the provisions of this paragraph.

POLYREY may also, at its discretion:

• suspend its obligations concerning the order affected by the delay as well as all orders being processed until full payment of the amounts owed by the customer;
• make the execution of orders in progress subject to the provision of guarantees or new terms (particularly new payment terms) giving any payment guarantees to POLYREY and deemed satisfactory by POLYREY;
• cancel the order as of right, POLYREY being able to recover the products concerned if the customer fails to meet its obligation to return these This cancellation shall not only apply to the order being processed but also, if POLYREY so wishes, all or part of previous or forthcoming unpaid orders whether they have been delivered or are in the process of being delivered and whether or not their payment is due; All advance payments paid by the customer shall be retained by POLYREY
• offset the amount of the unpaid invoice with the amounts possibly due by POLYREY to the

The aforementioned measures shall not obstruct POLYREY's right to also obtain the payment of any damages for the loss sustained by the latter.

Any deduction and/or offsetting by the customer are expressly excluded unless agreed in writing beforehand by POLYREY. If POLYREY cashes bills of exchange with deductions or offsetting made by the customer, this shall not constitute implicit acceptance by POLYREY of such practices.

• Any deterioration of the customer’s credit, non-compliance by customer with the terms for outstanding amounts specified by POLYREY, if applicable, and, generally, any change – whatever the origin of the customer’s situation – may justify, by explicit agreement between the parties, the requirement to provide guarantees and/or specific payment terms defined by POLYREY, or even POLYREY's refusal to respond to orders placed by the

 

Section 9 - Reservation of title clause

The products, the sale of which is governed by these GTC, are sold with a clause expressly making the transfer of their ownership subject to full payment of the price in principal and incidental costs in accordance with articles 2367 to 2372 of the French Civil Code.

It is understood that the delivery of an instrument creating an obligation to pay, bill or other, does not constitute a payment within the meaning of this clause. POLYREY's receivable owed by the customer shall remain with all the guarantees attached thereto, including the retention of title, until the bill of commerce has been effectively paid, in accordance with these GTC.

The customer shall continually ensure that products for which payment has not been made are identified as property of POLYREY and cannot in particular be mixed up or the subject of a claim by third parties.

Products in stock are presumed to be those which are unpaid.

For information only, and without prejudice to the foregoing, the customer is informed that POLYREY may – at its discretion – engrave an identification number on each product corresponding to the order number, accompanied by the POLYREY logo and the year of manufacture.

The customer is prohibited from pledging or assigning ownership of the products as security in any form whatsoever.

The products may be repossessed by POLYREY, at the customer’s expense and without prior summons, in the event of non-fulfilment of its obligations by the customer, without prejudice to the payment of any damages to POLYREY. POLYREY and/or its carrier shall therefore be authorized to enter the customer’s premises to remove the products concerned by the retention of title clause. This procedure is not exclusive from other legal action or proceedings that POLREY may decide to undertake.

In case the products concerned by the retention of title clause are sold, the customer undertakes to record the resale price separately and in general to take any steps for the purposes of ensuring reconciliation between the amount thereby received from the sub-purchaser and the sale price owing to POLYREY, to ensure that POLYREY receives payment of this sale price.

In the event that the customer is the subject of insolvency proceedings, it undertakes to inform POLYREY of this situation by recorded-delivery letter, within eight days of the judgment recording the opening of insolvency proceedings, such that POLYREY is able to claim the products in kind included in the customer’s assets.

 

Section 10 - Non-disclosure - Intellectual property

• The customer undertakes to keep confidential any information of which it becomes aware as a result of its relations with POLYREY – whether or not that information has been identified as confidential – and to use such information only within the strict framework of its relations with POLYREY. The customer shall make all arrangements for this commitment to be binding on its employees, the customer's liability being incurred in the event of disclosure of confidential information by said employees.
• No element of the commercial relationship existing between POLYREY and the customer may permit the customer to claim the transfer to itself or any third party of any ownership right or right to exploit all or part of the intellectual property rights (whatever their nature, scope and/or origin) held and/or exploited by POLYREY concerning the products ordered and/or relating to these products.

The customer undertakes to observe the rights therefore held and/or exploited by POLYREY and not to undertake any action that may harm them and, in general, that may harm the interests of POLYREY.

 

Section 11 - Ownership of promotional materials

Promotional documents relating to POLYREY products, provided to the customer for the purpose of marketing said products, are the exclusive property of POLYREY. Those promotional documents are used under the customer’s sole liability and must be preserved and returned to POLYREY upon first request.

 

Section 12 - Personal data

In accordance with European Regulation No. 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of individuals with regard to the processing of personal data and the free movement of such data, personal data may be subject to automated processing by POLYREY for statistical purposes and for purposes of prospecting and monitoring the commercial relationship with the customer (ordering, invoicing, supply and commercial negotiations).

That processing is justified by the contractual or pre-contractual relationship existing between POLYREY and the customer and may also be based on legal obligations or POLYREY’s legitimate interests.

The customer is hereby informed that:

• the data controller is POLYREY and the recipient of the personal data is POLYREY;
• personal data shall be deleted as soon as it is no longer necessary and at the latest within ten (10) years after the end of the commercial relationship with the customer. In any case, the data necessary to meet a legal or regulatory obligation may be archived for the time necessary to fulfill the obligation in question;
• the data subject has the right to access, rectify or restrict the processing of his/her personal data, to erase, transfer or delete his/her personal data, to withdraw his/her consent and the right to lodge a complaint with the French National Commission for Information Technology and Civil Liberties (CNIL). He/she may also object to his/her personal data being used for prospecting purposes and generally to the processing of his/her personal data for legitimate reasons. The aforementioned rights may be exercised by contacting POLYREY by email at: datenschutz@ctm-com.de. He/she may give general or specific instructions respectively to a trusted third party certified by the CNIL or the data controller relating to the storage, erasure or communication of personal data after his/her death. He/she may appoint a person responsible for carrying out those instructions and modify them at any time. In the absence of instructions given during his/her lifetime, his/her heirs shall have the opportunity to exercise certain rights, particularly the right of access.

 

Section 13 - Proof convention

In accordance with Articles 1125 and seq. and 1366 and seq. of the French Civil Code, exchanges of documents in electronic format between the parties will be proof of sending and their content, provided that the person from whom they emanate can be duly identified and that they are established and kept under reasonable conditions allowing to guarantee integrity.

 

Section 14 - Eco-participation

POLYREY is registered́ in the National Register of the issuers on the market́ of elements of furnishing under the number FR019476_105VZE and ADEME under the number FR019476_04NLKF. Theses numbers guarantee that POLYREY, by adhering to Eco-mobilier, puts itself in conformitý with the regulatory obligations which are incumbent upon it in application of articles L.541-10 and L.541-10-1 10° of the French Environment Code.

 

Section 15 - Exclusion of any non-agreed penalties.

POLYREY refers to (i) the Frequently Asked Questions on the guidelines on logistics penalties of July 11, 2022, published by the DGCCRF and, (ii) the provisions of Articles L.442-1 I 2° and 3°, L.441-17 of the French Commercial Code.

For all intents and purposes, it is recalled that the provisions of Article L.441- 17 of the French Commercial Code are of public order.

Notwithstanding any clauses or provisions to the contrary that may appear in purchase conditions, referencing contracts, logistics conditions and special agreements, any penalty that does not meet the conditions of the aforementioned article shall not be accepted by POLYREY, regardless of the reason for the penalty, provided that it is applicable to contractual failures of a logistical nature attributable to POLYREY.

Thus, the customer may not, without the prior written consent of POLYREY, reject or return products or apply penalties for failure to meet a delivery date or for non-conformity of the products. Compensation may only be paid for damages that have been proven in advance, quantified and acknowledged in writing by both parties.

In case of refusal or unjustified return of the ordered products, POLYREY reserves the right to invoice the transport and all other costs incurred, without prejudice to any damages.

In case of refusal or unjustified return of the ordered products, POLYREY reserves the right to invoice the transport and all other costs incurred, without prejudice to the right to claim damages.

If POLYREY and the customer have negotiated the principle and the amount of penalties applicable, the total amount of penalties that may be incurred per order shall not exceed the loss actually suffered by the customer. Penalties must therefore be proportionate to the damage suffered directly as a result of the non-performance of contractual obligations expressly recognized by POLYREY.

If the customer wishes to apply such penalties, POLYREY must be in a position to check the reality of the corresponding grievance. Penalties shall be discussed individually. For this purpose, the Seller shall be given sufficient time to verify the complaint and to contest the penalty if necessary. In order to take into account the organization of POLYREY, this period may not be less than thirty (30) days.

In any event, no penalty shall be accepted by POLYREY in the event of deliveries disruptions due to an event of force majeure as defined in Section 5-5.

Any request for penalties made by the customer must be sent to POLYREY no later than thirty (30) days after the event considered to give rise to the penalty. The request must contain at least the following information :

• the number of the order concerned ;
• the nature of the reference(s) concerned and the quantities involved ;
• the reason for the penalty requested (delay, non-conformity, shortage, );
• where applicable, the scheduled delivery date and time and the actual delivery date and time ;
• the justification allowing POLYREY to verify the reality of the corresponding

This process is an essential requirement for POLYREY, for which a documented request is essential for the processing of the penalty and for POLYREY's ability to contest it.

The customer shall not automatically deduct from the amount of the invoices for the sale of products, penalties or discounts corresponding to the non- observance of a delivery date or to the non-conformity of the products, when the debt is not certain, liquid and due, and without POLYREY having been able to check the reality of the corresponding grievance.

 

Section 16 - Unforeseen Circumstances.

A renegotiation of the contract may be carried out in the event of unforeseen circumstances or of a change in circumstances that cannot be envisaged at the time the contract was concluded, in particular increases in raw material prices, other causes of an environmental or climatic nature, leading to a significant increase in costs of production, energy, transport, packaging, making the execution of the contract more expensive for POLYREY.

Thus, POLYREY may request the renegotiation of the agreed price and the previously defined capacity volumes in order to preserve the initial economic balance agreed between POLYREY and the customer. This request must be made by recorded delivery.

Discussions must be conducted in good faith and within a period which may not exceed eight (8) weeks from the request for renegotiation made by POLYREY or the client.

Beyond that, POLYREY or the customer shall have the possibilitý to apply to the President of the competent French Commercial Court so that he proceeds to the adaptation of the contract with regard to the new economic environment.

During the entire period of renegotiation, the parties remain bound to perform their obligations even if they have become more onerous. The duration of the renegotiation suspends the statute of limitations in accordance with Article 2254 of the French Civil Code.