ARTICLE 1 – Scope of application
1.1. These General Terms and Conditions of Cooperation and Performance of Services apply to all offers, orders, order confirmations, contracts, services, co-packing operations, assembly, packing, repacking, preparation, inspection, labelling, packaging operations, handling, storage, shipments, deliveries and, more generally, to any operation performed by SYTO for its clients.
1.2. These terms and conditions apply to any order placed with SYTO, unless otherwise agreed in writing between the Parties. They shall prevail over any general purchasing terms, delivery conditions, quality requirements, specifications or other documents issued by the Client, unless expressly, priorly and in writing accepted by SYTO.
1.3. Any derogation from these terms and conditions must be agreed in writing between the Parties. The fact that SYTO does not rely, at any given time, on any provision of these terms and conditions shall not be construed as a waiver of its right to rely on such provision at a later date.
1.4. These terms and conditions also apply to subsequent orders placed by the Client, including where they are not expressly referred to in each order, provided that they have been communicated or made available to the Client.
1.5. In the event of any contradiction between these terms and conditions and a specific contract signed between the Parties, the provisions of the specific contract shall prevail for the relevant scope.
ARTICLE 2 – Offers, input data and validity of prices
2.1. SYTO’s offers are prepared on the basis of the information provided by the Client and the assumptions made at the time of preparation, including the scope of the service, quantities, production rates, bills of materials, specifications, operating procedures, quality requirements, regulatory constraints, schedules, forecast volumes, logistics data, receiving conditions, storage conditions, packaging, labelling media, inspection requirements and delivery terms.
2.2. The prices stated in the offer are valid exclusively for the input data and assumptions mentioned therein or taken into account for the calculation. Any change to the scope, quantities, production rates, schedule, materials, quality requirements, operating procedures, storage conditions, logistics conditions or information provided by the Client may result in an update to the offer, price, timeline or performance conditions.
2.3. SYTO’s offers are valid for the period stated therein. In the absence of any specific indication, their validity is limited to 30 calendar days from their date of issue, unless withdrawn or amended beforehand due to changes in economic, technical, logistics or supply conditions.
2.4. An offer shall not constitute a final commitment to perform the order until the order has been confirmed by SYTO in accordance with Article 3.
2.5. If, after the offer has been issued, it appears that the information provided by the Client is incomplete, inaccurate, amended or requires additional inspections, tests, adaptations, validations, sorting operations or resources, SYTO may propose an updated offer or adapt the conditions for performing the order, subject to informing the Client.
2.6. Photos, plans, drawings, diagrams, descriptions, technical data, samples, theoretical production rates, dimensions, weights, colours, renderings or other information appearing in the offer are provided for information purposes only, unless they are expressly identified as binding contractual specifications.
ARTICLE 3 – Order and order confirmation
3.1. Any order placed by the Client must be subject to an order confirmation issued by SYTO. The order shall be deemed firm and accepted only from the date on which SYTO issues such confirmation.
3.2. The order confirmation shall specify, where applicable, the offer reference, the scope of the service, quantities, prices, main specifications, payment terms, receiving and delivery conditions, provisional schedule, items expected from the Client, any technical or commercial reservations and the specific conditions applicable.
3.3. The Client must check the order confirmation upon receipt. Any error, omission or discrepancy must be notified to SYTO in writing within 48 hours of receipt. In the absence of any comment from the Client within this period, the order confirmation shall be deemed to comply with the elements agreed between the Parties.
3.4. Before the start of performance, the Client must provide SYTO with all information necessary for the performance of the order, including the exact scope of the service, quantities, bills of materials, specifications, packing instructions, quality requirements, final customer requirements, legal or regulatory requirements, deadlines, logistics constraints, packaging, marking, labelling, inspection and traceability methods, as well as the contact details of the persons authorised to approve.
3.5. SYTO may suspend the start or continuation of the performance of an order where the information, products, materials, components, packaging, approvals, authorisations, instructions, deposits, guarantees or other elements required for its performance have not been provided by the Client within the required timeframe.
3.6. Orders performed on behalf of end customers, subsidiaries, distributors, partners, retailers or other third parties designated by the Client shall remain orders of the Client, unless otherwise agreed in writing between the Parties.
ARTICLE 4 – Role of SYTO, obligations of the Client and input data
4.1. SYTO acts as a professional co-packing service provider. As such, SYTO performs the agreed services with the care expected from a professional, on the basis of the information, products, materials, components, packaging, specifications, instructions and approvals provided by the Client.
4.2. Within the scope of its know-how, SYTO provides alerts and advice on technical, organisational or operational aspects that reasonably fall within its area of intervention, including the feasibility of the operation, organisation of the service, handling constraints, identifiable technical limitations, production rates, approval requirements, receiving conditions and operational points of attention.
4.3. The Client remains responsible for the completeness, accuracy and legal, regulatory, quality and commercial compliance of the products, materials, components, packaging, data, files, texts, labels, markings, leaflets, recipes, specifications, instructions, bills of materials, plans, models and other information it provides or causes to be provided to SYTO.
4.4. SYTO is not required to carry out a substantive review of the products, materials, contents, claims, markings, recipes, statements, leaflets, regulatory requirements or documents provided by the Client, unless otherwise agreed in writing under a specific inspection or verification service.
4.5. SYTO shall perform the technical and operational checks that can reasonably be carried out within the normal scope of the order, having regard to the agreed scope, available resources and information provided by the Client.
4.6. Where SYTO identifies an inconsistency, obvious difficulty or reasonably detectable operational risk in the information or elements provided by the Client, SYTO shall inform the Client so that the Client may provide the necessary instructions, approvals or corrections.
ARTICLE 5 – Products, materials, components and packaging supplied by the Client
5.1. The Client is responsible for the compliance, availability, quality and fitness for purpose of the products, materials, components, packaging, point-of-sale materials, leaflets, labels, accessories, documents and other elements it supplies or causes to be delivered to SYTO for the performance of the order.
5.2. The products, materials and components supplied by the Client must be delivered to SYTO in sufficient quantities, within the agreed deadlines, properly identified, packed and protected, accompanied by the necessary documents and compliant with the specifications communicated.
5.3. The Client shall bear the consequences of supplying to SYTO any products, materials, components or packaging that are defective, incomplete, non-compliant, damaged, incorrectly identified, incorrectly labelled, expired, hazardous, unsuitable for the performance of the order or delivered in insufficient quantities.
5.4. Where the items supplied by the Client require operations not initially provided for, including sorting, recounting, repacking, bringing into compliance, reinforced inspection, specific handling, relabelling, relocation, securing, cleaning, quarantine, rescheduling or production stoppage, SYTO may propose an update to the performance conditions and invoice the corresponding services or costs after informing the Client.
5.5. The materials, products and goods supplied by the Client remain under the responsibility of the Client, in particular as regards their value, compliance, insurance, expiry, safety and suitability for use in the agreed service, except in the event of proven fault by SYTO in their custody or handling.
ARTICLE 6 – Legal, quality, product safety and target market requirements
6.1. Before the start of the order, the Client must provide SYTO with all legal, regulatory, quality, environmental, product safety, logistics, sector-specific, retailer, distributor, end customer or target market requirements that may affect the performance of the service.
6.2. Such requirements may include marking, labelling, leaflets, environmental information, sorting instructions, recycling, country of delivery, country of use, retailer requirements, sector-specific requirements, requirements relating to regulated or sensitive products and requirements specific to particular product categories.
6.3. Where the product, packaging or co-packing operation concerns categories subject to specific constraints, including food products, cosmetics, chemical products, pharmaceutical products, medical devices, children’s products, hazardous products, products subject to expiry or best-before dates, or regulated products, the Client must inform SYTO in advance and provide all applicable instructions, authorisations, technical data sheets, safety data sheets, quality requirements and handling conditions.
6.4. SYTO shall not be liable for non-compliance resulting from legal, regulatory, quality, market, retailer or end customer requirements of which it was not informed in writing before the start of the service.
6.5. Where specific requirements require additional resources, inspections, training, equipment, procedures, records or approvals, these must be provided for in the offer, order confirmation or a written agreement between the Parties.
ARTICLE 7 – Amendments, suspension, cancellation and additional services
7.1. Any amendment, suspension or cancellation of an order by the Client must be made in writing and may only be taken into account after acceptance by SYTO.
7.2. Where the amendment, suspension or cancellation occurs after the start of studies, preparation, procurement, receiving operations, inspections, planning, capacity reservations, commitments to suppliers or subcontractors, or after the start of the service, SYTO may invoice the Client for the services performed, resources mobilised, irreversible costs and economic consequences directly related to such amendment, suspension or cancellation.
7.3. Any amendment requested by the Client may result in an update to the price, timeline, minimum quantities, production rates, schedule, receiving conditions, storage conditions, delivery conditions or performance methods.
7.4. Services exceeding the scope of the confirmed order, performed at the Client’s request or made necessary by incomplete, amended or incorrect information, non-compliant products or unforeseen constraints, shall constitute additional services that may give rise to an offer, revaluation or specific invoicing after the Client has been informed.
7.5. Where performance of the order requires work outside standard working hours, acceleration of the timeline, overtime, work on non-working days or a change to the schedule at the Client’s request, the applicable economic conditions may be updated accordingly.
ARTICLE 8 – Prices, included services and changes in economic conditions
8.1. Prices stated by SYTO are exclusive of taxes, unless otherwise specified in the offer. They are established on the basis of the elements expressly provided for in the offer or order confirmation.
8.2. Unless otherwise specified, prices do not include VAT, customs duties, taxes, levies, transport costs, insurance, storage costs, additional inspections, additional reporting, additional labelling, sorting operations, repacking, rework, specific handling, dedicated resources, specific training or other services not expressly included in the offer.
8.3. Any service, constraint, requirement or condition not provided for in the offer may give rise to an update of the offer or additional invoicing agreed between the Parties.
8.4. In the event of a significant change in labour, energy, transport, materials, packaging, supplier services, subcontractor services, taxes, customs duties, exchange rates or any other economic factor having a direct impact on the cost price, SYTO may propose a price revaluation applicable to the part of the order not yet performed.
8.5. A variation exceeding 3% compared with the economic conditions taken into account on the date of the offer shall in particular be considered significant where it can be justified by public indices, wage indices, energy indices, transport indices, supplier tariffs, exchange rate variations or any other objective element.
8.6. The proposed revaluation shall be communicated to the Client before performance of the relevant part of the order. In the event of persistent disagreement between the Parties on such revaluation, SYTO may suspend performance of the relevant part of the order or propose an adjustment to the scope, schedule or performance conditions.
ARTICLE 9 – Payment terms and invoicing
9.1. Invoices are payable within the period indicated on the invoice, offer or order confirmation. No discount, set-off, retention, unilateral reduction or suspension of payment may be applied by the Client without SYTO’s prior written consent.
9.2. Depending on the nature of the order, its amount, duration, level of commitment, specific resources mobilised, capacity reservation, required investments, supply conditions or the Client’s payment situation, SYTO may provide in its offer or order confirmation for a deposit, partial payment, advance payment, guarantee or any other security arrangement agreed with the Client.
9.3. In the event of late payment, late payment penalties shall automatically apply from the day following the due date stated on the invoice, at the rate provided for by the applicable regulations or, failing that, at the rate stated in the offer, order confirmation or invoice. Reasonable collection costs may also be invoiced to the Client in accordance with applicable regulations.
9.4. In the event of late payment, payment incident, risk of insolvency or deterioration in the Client’s financial situation, SYTO may suspend the performance of ongoing orders, make any new service or delivery conditional upon prior payment, request guarantees or amend the payment terms applicable to future orders.
9.5. In the case of services performed in stages, open orders, recurring services, deliveries by batches, staggered collection or progressive availability, SYTO may invoice the services performed, quantities processed, goods made available or operations completed as and when they are performed, unless otherwise agreed in writing. Invoicing shall not be postponed until the final delivery or full completion of the project, unless specifically agreed by SYTO.
9.6. An ongoing claim shall not entitle the Client to suspend payment for services performed or products delivered that are not directly concerned by the claim.
ARTICLE 10 – Performance of the service, organisation and subcontracting
10.1. SYTO shall determine the resources, organisational methods, operational resources, operating sequences and performance methods necessary for the proper performance of the service, unless otherwise agreed in writing between the Parties.
10.2. SYTO may entrust all or part of the performance of the order to qualified subcontractors, service providers or partners, while retaining responsibility for the proper performance of the entrusted services under the conditions agreed with the Client.
10.3. Performance deadlines are provisional, unless SYTO has expressly committed in writing to a binding deadline. Deadlines are subject in particular to the complete receipt of the products, materials, packaging, files, documents, approvals, authorisations, instructions, payments or guarantees required for the performance of the order.
10.4. The performance period shall only begin once SYTO has received all elements required to start the service and, where applicable, after validation of the required tests, samples, quality standards or operating procedures.
10.5. Any delay resulting from the absence, incompleteness, non-compliance or late transmission of products, materials, documents, information, approvals, decisions or payments by the Client shall extend the performance period accordingly and may result in an update to the schedule or applicable economic conditions.
ARTICLE 11 – Receiving, storage, collection and delay attributable to the Client
11.1. Products, materials, components, packaging or goods supplied by the Client must be delivered to SYTO according to the dates, times, volumes, packaging, logistics supports and methods agreed between the Parties.
11.2. Any delivery not compliant with the agreed conditions, including in the event of delay, unplanned early delivery, quantity error, lack of identification, missing documents, unsuitable packaging, non-compliant pallet, mixed references, apparent damage or lack of instructions, may result in an update to the schedule, refusal of receipt, holding, temporary storage or invoicing of the additional operations required.
11.3. If the Client does not collect or arrange collection of the goods, finished products, semi-finished products, remaining materials, recoverable waste, components or materials on the agreed date, SYTO may store them at the Client’s cost and risk.
11.4. Storage, handling, securing, additional logistics processing, relocation, reshipment or schedule reorganisation costs may be invoiced to the Client according to the conditions set out in the offer, order confirmation or any written agreement between the Parties.
11.5. The materials, products and goods supplied by the Client must be insured by the Client, unless otherwise agreed in writing between the Parties.
11.6. SYTO shall not be liable for loss of value, expiry, deterioration, obsolescence, degradation of properties or other consequences resulting from a delay in collection, decision, instruction, approval or receipt attributable to the Client.
ARTICLE 12 – Transport, delivery and transfer of risk
12.1. Unless otherwise agreed in writing, the products shall be deemed made available at the performance or shipping site of SYTO or its subcontractor.
12.2. Where SYTO organises transport on behalf of the Client, the transport conditions, costs, insurance, delivery and transfer of risk shall be specified in the offer, order confirmation, transport documents or any other written agreement between the Parties.
12.3. In the absence of specific provisions, the risks of loss, deterioration, alteration, theft or damage to the goods shall transfer to the Client upon their availability, handover to the Client, handover to the carrier or handover to any third party acting on behalf of the Client.
12.4. The Client must inspect the goods upon receipt and report any apparent transport damage directly upon receipt by making the necessary reservations on the transport documents and informing SYTO as soon as possible where SYTO was involved in organising the transport.
ARTICLE 13 – Inspection, acceptance and claims
13.1. The Client must inspect the delivered goods, goods made available or services performed upon receipt, availability or completion.
13.2. Apparent defects, shortages, quantity errors, visible damage or apparent non-compliance must be notified to SYTO in writing within 8 calendar days from receipt, availability or completion of the relevant service.
13.3. Defects not apparent upon receipt or completion must be notified to SYTO in writing within 5 calendar days of their discovery, and in any event within a reasonable period after delivery or performance of the service.
13.4. Any claim must include, as far as possible, the elements enabling identification of the relevant products, batches, orders or services and analysis of the alleged non-compliance: order number, product reference, delivery or service date, quantity concerned, precise description of the defect, photographs, delivery documents, storage conditions, available quality documents and, where applicable, any available batch or identification reference.
13.5. Goods or products concerned by a claim must be kept in their original condition, without transformation, use, destruction, reshipment or unauthorised return, and made available to SYTO for the time necessary to analyse the claim.
13.6. Where the claim is acknowledged by SYTO as justified, SYTO may, depending on the nature of the non-compliance and under proportionate conditions, carry out a repair, rework, re-performance, replacement, completion, discount, credit note or any other appropriate solution agreed with the Client.
13.7. Non-compliance affecting part of the products, goods or services shall not entitle the Client to reject the entire delivery or service, unless such non-compliance renders the whole unfit for the agreed use.
13.8. No claim may be accepted where the defect results from transport, storage, subsequent use, transformation, modification, repair, handling, reshipment or inappropriate intervention carried out by the Client or a third party, or from information, products, materials, components, packaging, instructions or approvals provided by the Client.
ARTICLE 14 – Liability of SYTO
14.1. SYTO shall be liable for direct damages resulting from faulty non-performance or faulty improper performance of its contractual obligations, under the conditions provided for by applicable regulations.
14.2. Unless otherwise required by mandatory law, SYTO’s liability shall be limited to the net amount, excluding taxes, of the order or part of the order directly concerned by the damage.
14.3. SYTO shall not be liable for indirect or consequential damages, including loss of business, loss of turnover, loss of margin, loss of contracts, damage to image or reputation, penalties applied to the Client by its own customers, market withdrawal costs, commercial campaign costs, third-party intervention costs or any other damage that is not the direct consequence of SYTO’s fault.
14.4. SYTO shall not be liable for consequences resulting from information, files, specifications, products, materials, components, packaging, texts, trademarks, logos, instructions, approvals, decisions or requirements provided by the Client, except in the event of SYTO’s own fault in the performance of its obligations.
14.5. SYTO shall not be liable for legal, regulatory, quality, market, retailer or end customer requirements of which the Client did not inform it in writing before the start of the service.
14.6. SYTO shall only guarantee the suitability of a service or packaging for a particular use where such use has been expressly brought to its attention in writing before the order confirmation and accepted by SYTO in the contractual documents.
ARTICLE 15 – Intellectual property and third-party rights
15.1. The Client guarantees that the materials, projects, texts, photos, trademarks, names, files, recipes, models, leaflets, labels, plans, specifications, instructions and other data provided to SYTO do not infringe the rights of third parties.
15.2. The Client shall indemnify SYTO against any claim, action, demand, judgment, cost or damage resulting from an alleged or proven infringement of copyrights, trademarks, designs, patents, know-how, personality rights, image rights or other third-party rights due to the elements provided, imposed or approved by the Client.
15.3. Concepts, solutions, methods, documents, analyses, calculations, operating procedures, working models, organisations, materials, tools, files or other elements developed by SYTO in connection with the service shall remain the property of SYTO, unless otherwise agreed in writing between the Parties.
15.4. The Client may not use, reproduce, transmit, adapt or disclose to third parties elements belonging to SYTO outside the strict scope of the relevant order, without SYTO’s prior written consent.
ARTICLE 16 – Confidentiality
16.1. Each Party undertakes to keep confidential all technical, commercial, financial, industrial, pricing, organisational, quality, production, logistics or strategic information received from the other Party in the context of the commercial relationship.
16.2. The confidentiality obligation shall apply throughout the commercial relationship and after its termination, unless the relevant information is already public, has been lawfully obtained from an authorised third party or must be disclosed pursuant to a legal or regulatory obligation.
16.3. The Client shall not disclose to third parties, without SYTO’s prior consent, information relating to SYTO’s technical solutions, methods, processes, prices, commercial conditions, production organisations, capacities, resources or know-how.
ARTICLE 17 – Compliance, sanctions and data protection
17.1. The Parties undertake to perform their obligations in accordance with applicable laws and regulations, including those relating to fair competition, anti-corruption, economic sanctions, embargoes, export controls, labour law, safety, data protection and business ethics.
17.2. The Client undertakes not to sell, export, transfer, use or cause to be used the products, documents, files, technologies or results of the cooperation in a manner contrary to applicable rules relating to sanctions, embargoes, export controls or trade restrictions.
17.3. Where personal data is processed in the context of the commercial relationship, the Parties undertake to comply with the applicable personal data protection regulations.
ARTICLE 18 – Force majeure
18.1. SYTO shall not be liable for any delay or non-performance resulting from an event reasonably beyond its control which prevents or makes more difficult the normal performance of its obligations.
18.2. Force majeure events or similar events include, in particular: fire, flood, major breakdown, strike, labour dispute, shortage or delay in supply, disruption affecting a supplier or subcontractor, transport restriction, health crisis, epidemic, war, terrorist act, administrative decision, power outage, cyberattack, natural disaster or any external event significantly affecting the performance of the order.
18.3. The occurrence of such an event shall suspend the affected obligations for the duration of the event and shall result in a corresponding extension of the performance deadlines. If the event continues for a period making performance of the order impossible or economically unreasonable, the Parties shall consult each other to agree on the consequences for the relevant order.
ARTICLE 19 – Termination and suspension
19.1. SYTO may suspend performance of an order, withhold delivery or availability of the goods, or terminate all or part of the contract in the event of a breach by the Client of its obligations, including non-payment, late payment, failure to provide the necessary products, materials, data, instructions or approvals, failure to collect, infringement of intellectual property rights, breach of confidentiality or refusal of a necessary adjustment to the performance conditions.
19.2. SYTO may also suspend or terminate all or part of the contract in the event of a risk of insolvency of the Client, opening of restructuring, safeguard, receivership, bankruptcy or liquidation proceedings, or any event indicating a serious risk to payment or performance of the Client’s obligations.
19.3. Suspension or termination shall not prevent invoicing of services performed, products processed, goods made available, resources mobilised, irreversible costs or commitments already made up to the effective date of suspension or termination.
ARTICLE 20 – Severability
20.1. If any provision of these terms and conditions is declared null, invalid or unenforceable, such nullity, invalidity or unenforceability shall not affect the validity of the remaining provisions.
20.2. The Parties shall endeavour to replace the relevant provision with a valid provision that comes as close as possible to the economic and legal objective pursued by the original provision.
ARTICLE 21 – Applicable law and dispute resolution
21.1. These terms and conditions and the contracts entered into on the basis thereof shall be governed by the law applicable to the SYTO company performing the relevant order, unless otherwise agreed in writing between the Parties.
21.2. The Parties shall endeavour to resolve amicably any dispute relating to the interpretation, performance or termination of their commercial relationship.
21.3. Failing amicable resolution, any dispute shall fall within the jurisdiction of the courts of the registered office of the SYTO company performing the relevant order, unless otherwise required by mandatory law.
