ARTICLE 1 – Scope of application
1.1. These General Terms and Conditions of Sale and Order Execution apply to all offers, orders, order confirmations, sales, deliveries, services, preparatory work, mock-ups, prototypes, tests, studies, developments, products, packaging, items, components and, more generally, to any operation carried out by SYTO in the field of packaging for its customers.
1.2. These terms and conditions apply to any order placed with SYTO, unless otherwise agreed in writing between the Parties. They prevail over any general terms and conditions of purchase, delivery terms, specifications or other documents issued by the Customer, 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 constitute 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 Customer, including where they are not expressly recalled for each order, provided that they have been communicated or made available to the Customer.
ARTICLE 2 – Offers, input data and price validity
2.1. SYTO’s offers are prepared on the basis of the information provided by the Customer and the assumptions retained at the time of their preparation, including the nature of the product, quantities, dimensions, materials, finishes, technical requirements, quality requirements, logistical constraints, graphic files, drawings, tolerances, requested deadlines, packing, delivery method and intended use of the product.
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 specifications, quantities, materials, deadlines, delivery conditions, quality requirements, technical constraints or data provided by the Customer may result in an update of the offer, price, delivery time or execution conditions.
2.3. SYTO’s offers are valid for the period stated therein. In the absence of a specific indication, their validity is limited to 30 calendar days from their date of issue, unless previously withdrawn or amended due to a change in economic, technical or supply conditions.
2.4. An offer does not constitute a definitive undertaking to execute the order until the order has been confirmed by SYTO in accordance with Article 3.
2.5. Where, after the issue of the offer, it appears that the information provided by the Customer is incomplete, inaccurate, modified or requires additional checks, tests, corrections, adaptations or validations, SYTO may propose an updated offer or adapt the order execution conditions, subject to informing the Customer.
ARTICLE 3 – Order and order confirmation
3.1. Any order placed by the Customer must be confirmed by SYTO by means of an order confirmation. The order shall be considered firm and accepted only as from the issue of such confirmation by SYTO.
3.2. The order confirmation shall specify, as applicable, the offer reference, product description, quantities, prices, main specifications, payment terms, delivery terms, provisional delivery time, items expected from the Customer and any technical or commercial reservations.
3.3. The Customer shall check the order confirmation upon receipt. Any error, omission or discrepancy must be notified to SYTO in writing within 48 hours of receipt. Failing any comment from the Customer within this period, the order confirmation shall be deemed to conform to the terms agreed between the Parties.
3.4. SYTO may suspend the start or continuation of the execution of an order where the information, files, validations, materials, technical decisions, deposits, guarantees or other items necessary for its execution have not been provided by the Customer within the required time limits.
3.5. Orders executed on behalf of final recipients, subsidiaries, partners or other third parties designated by the Customer shall remain orders of the Customer, unless otherwise agreed in writing between the Parties.
ARTICLE 4 – Advisory role, specifications and use of the product
4.1. The Customer shall provide SYTO with all information necessary for the proper execution of the order, including the intended use of the product, usage constraints, regulatory constraints, quality requirements, storage, transport, filling, assembly, handling, exposure or distribution conditions, as well as any constraint specific to the final product for which the packaging is intended.
4.2. SYTO acts as a packaging professional and provides, within the scope of its know-how, advice on the choice of materials, constructions, formats, processes, finishes and tolerances applicable to the project. This advisory role is based on the information provided by the Customer and the constraints known to SYTO at the time the project is studied.
4.3. Where SYTO submits a mock-up, prototype, sample, drawing, proof, press proof, artwork proof or any other validation item, such item enables the Customer to assess and validate, within the limits specific to each type of medium, the main elements of format, construction, material, appearance, feasibility or presentation.
4.4. The Customer remains responsible for information relating to the final use of the product, its content, its target market, the regulatory requirements specific to its activity, legal notices, texts, logos, codes, markings, variable information and, more generally, the items it provides or validates.
4.5. Where the product must meet a particular purpose, including food contact, cosmetic contact, exposure to specific environmental constraints, recyclability, safety, transport, long-term storage, international distribution or use in a specified country, the Customer must inform SYTO thereof before the order confirmation. Such particular purpose must be expressly taken into account in the offer or order confirmation.
4.6. In the absence of written information from the Customer regarding a particular purpose or specific constraint, SYTO cannot guarantee the product’s suitability for a use that was not brought to its attention and accepted within the order framework.
ARTICLE 5 – Mock-ups, prototypes, samples, tests and preparatory work
5.1. Mock-ups, prototypes, samples, tests, studies, adaptations, developments, trials, drawings, plans, files, settings, technical solutions research and other preparatory work carried out by SYTO may be subject to a specific offer where the Customer requests them or where their performance exceeds the work normally included in the commercial study of the project.
5.2. Where such work is likely to be charged, SYTO shall inform the Customer in advance, in particular by means of an offer, quotation, statement in the main offer or any other written agreement between the Parties.
5.3. The charging conditions for mock-ups, prototypes, samples or preparatory work shall be determined according to the complexity of the project, the number of versions requested, the materials used, the study time, the tests required and the resources mobilised. Where applicable, the offer may specify whether all or part of the amount charged may be offset against or deducted from a subsequent production order.
5.4. A first mock-up or first sample may be included in the commercial offer where this is expressly stated. Additional mock-ups, variants, corrections, repeated tests or additional requests may be subject to a specific offer or charge, subject to the Customer’s prior agreement.
5.5. Mock-ups, prototypes, samples and models have an indicative, technical or reference value, unless otherwise agreed in writing that they constitute a binding quality standard. Differences inherent in the transition from a mock-up, prototype or test print to industrial production shall not in themselves constitute a non-conformity where they remain within the agreed or usual tolerances of the process used.
5.6. Where the Customer decides not to continue a project after preparatory work accepted or requested by it has been carried out, SYTO may charge the work performed in accordance with the agreed conditions.
ARTICLE 6 – Validations, proofs and items supplied by the Customer
6.1. Where the execution of the order requires validation by the Customer of a file, drawing, mock-up, prototype, sample, proof, artwork proof, material reference, construction, format, decoration, print, text, marking, code, specification or any other item, SYTO shall launch production on the basis of the latest version validated in writing by the Customer.
6.2. The Customer’s validation shall constitute acceptance of the relevant item as the basis for execution of the order, subject to the applicable industrial tolerances.
6.3. The Customer shall carefully check the items submitted for validation, including dimensions, texts, translations, logos, colours, legal notices, barcodes, QR codes, references, markings, variable information, positions, reading direction, technical areas and usage constraints.
6.4. After validation by the Customer, any errors, omissions, inaccuracies or non-conformities appearing in the validated items shall be the Customer’s responsibility, unless they result exclusively from an amendment or fault attributable to SYTO after such validation.
6.5. The absence, delay or incompleteness of an expected validation by the Customer may result in a shift in the schedule, an update to the execution time or a revaluation of the agreed conditions where such delay affects production organisation, supplies or project costs.
ARTICLE 7 – Industrial tolerances, quality and quantities
7.1. The Customer acknowledges that industrial processes for production, printing, cutting, creasing, folding, gluing, laminating, marking, assembly, packing and transport may result in technically acceptable variations.
7.2. Dimensional, colour, material, visual, odour, flatness, construction or usage deviations shall not constitute a non-conformity where they remain within the limits of the agreed specification, validated tolerances, usual industry tolerances, approved model or normal properties of the materials and processes used.
7.3. Normal variations in colour, gloss, texture, rigidity, odour or appearance between a screen, digital file, proof, mock-up, sample, test print, material batch or 2 successive production runs shall not constitute a non-conformity where they remain within the tolerances applicable to the process and materials used.
7.4. Unless otherwise agreed in writing, quantity deviations resulting from industrial constraints may be accepted within a limit of plus or minus 10% of the ordered quantity, without exceeding 1,000 units above or below the ordered quantity. Invoicing shall be based on the quantity actually delivered.
7.5. Where the Customer requires an exact quantity, this requirement must be specified before the order confirmation and accepted by SYTO. Such requirement may affect the price, delivery time, production parameters or execution conditions.
ARTICLE 8 – Amendment, suspension or cancellation of an order
8.1. Any amendment, suspension or cancellation of an order by the Customer must be made in writing and may only be taken into account after acceptance by SYTO.
8.2. Where the amendment, suspension or cancellation occurs after the start of studies, supplies, preparatory work, tests, settings, production, capacity reservations or commitments with suppliers or subcontractors, SYTO may charge the Customer for the services performed, materials committed, irreversible costs and economic consequences directly related to such amendment, suspension or cancellation.
8.3. Any amendment requested by the Customer may result in an update of the price, delivery time, minimum quantities, specifications, production conditions, delivery conditions or schedule.
8.4. Where amendments are requested at an advanced stage of the project or production, corrections, stoppages, rework, series changes, new validations, material losses, additional tests or production reorganisations may be subject to a revaluation or specific charge after the Customer has been informed.
ARTICLE 9 – Prices, included services and changes in economic conditions
9.1. Prices stated by SYTO are exclusive of taxes, unless otherwise stated in the offer. They are established on the basis of the elements expressly provided for in the offer or order confirmation.
9.2. Unless otherwise stated, prices do not include VAT, customs duties, taxes, levies, transport costs, insurance, storage costs, specific tests, additional reports, certificates, special inspections, specific logistics services or other services not expressly included in the offer.
9.3. Any service, constraint, requirement or condition not provided for in the offer may give rise to an update of the offer or to an additional charge agreed between the Parties.
9.4. In the event of a significant change in the costs of raw materials, components, energy, transport, labour, customs duties, exchange rates, supplier services 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 executed.
9.5. A variation exceeding 3% compared with the economic conditions retained on the date of issue of the offer shall in particular be considered significant where it can be justified by public indices, material indices, energy indices, transport indices, wage indices, supplier tariffs, exchange rate variations or any other objective evidence.
9.6. The proposed revaluation shall be communicated to the Customer before execution of the relevant part of the order. In the event of continuing disagreement between the Parties on such revaluation, SYTO may suspend execution of the relevant part of the order or propose an adjustment to the scope, schedule or execution conditions.
ARTICLE 10 – Payment terms and invoicing
10.1. Invoices are payable within the period stated on the invoice, offer or order confirmation. No discount, set-off, deduction, unilateral reduction or suspension of payment may be applied by the Customer without SYTO’s prior written consent.
10.2. Depending on the nature of the order, its amount, duration, level of material commitment, specific investments, supply conditions or the Customer’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 Customer.
10.3. In the event of late payment, late payment penalties shall apply automatically from the day following the due date indicated on the invoice, at the rate provided for by the applicable regulations or, failing that, at the rate indicated in the offer, order confirmation or invoice. Reasonable recovery costs may also be charged to the Customer in accordance with the applicable regulations.
10.4. In the event of late payment, payment incident, insolvency risk or deterioration of the Customer’s financial situation, SYTO may suspend the execution of current orders, make any new delivery conditional upon prior payment, request guarantees or amend the payment terms applicable to future orders.
10.5. In the event of partial delivery, open order, delivery by batches, staggered collection or progressive availability of products, SYTO may invoice the quantities delivered, made available or collected as they are executed, unless otherwise agreed in writing. Invoicing shall not be deferred until the final delivery, unless specifically agreed by SYTO.
10.6. An ongoing claim does not authorise the Customer to suspend payment for delivered products or performed services that are not directly concerned by the claim.
ARTICLE 11 – Partial deliveries, open orders and collection of quantities
11.1. SYTO may make partial deliveries, deliveries by batches or staggered availability, unless otherwise agreed in writing between the Parties.
11.2. Where the Parties agree on a total quantity to be produced, delivered or collected in instalments, the Customer shall collect or take delivery of all agreed quantities within the agreed time limits.
11.3. If no collection period has been expressly set, the Customer shall collect or arrange delivery of all quantities concerned within a maximum period of 6 months from the order confirmation, unless otherwise agreed in writing.
11.4. Where the products are not collected within the agreed period or where the Customer requests storage beyond the scheduled date of availability, SYTO may apply storage fees, provided that such fees have been indicated in the offer, order confirmation or subsequent written agreement.
11.5. In the event of failure by the Customer to collect or take delivery, SYTO may, after informing the Customer, deliver the balance and invoice it, store the products at the Customer’s expense and risk, set an additional collection period or, if the failure to collect persists, withdraw from the unexecuted part of the order and invoice the costs, services and commitments already incurred.
ARTICLE 12 – Delivery, transport and transfer of risk
12.1. Unless otherwise agreed in writing, the products shall be deemed made available at the dispatch site of SYTO or its subcontractor.
12.2. Where SYTO arranges transport on behalf of the Customer, the delivery, transport, cost, insurance and risk transfer conditions shall be specified in the offer, order confirmation, delivery documents or any other written agreement between the Parties.
12.3. Delivery times are provisional, unless SYTO expressly undertakes in writing to a binding deadline. Delivery times are in particular subject to the complete receipt of the information, files, validations, materials, payments or guarantees necessary for the execution of the order.
12.4. The delivery time shall be deemed complied with where the products have been made available to the Customer, handed over to the carrier, handed over to the agreed recipient or declared ready for collection within the agreed period, according to the applicable delivery conditions.
12.5. The transfer of risk shall take place according to the delivery conditions agreed between the Parties. In the absence of a specific stipulation, risks shall transfer to the Customer when the products are made available at the dispatch site of SYTO or its subcontractor.
12.6. If delivery, collection or receipt of the products cannot take place for a reason attributable to the Customer, SYTO may charge the resulting transport, redelivery, storage, handling, immobilisation or logistics reorganisation costs.
ARTICLE 13 – Storage, conservation and natural evolution of products
13.1. Products made of paper, cardboard, printed, laminated, film-laminated, glued, dyed, assembled or finished materials may undergo natural changes linked to time, temperature, humidity, light, material stresses, transport conditions, storage conditions or conditions of use.
13.2. Such changes may include variations in colour, odour, flatness, rigidity, gluing, shape, appearance, surface, folds, mechanical strength or usage properties.
13.3. SYTO shall not be liable for alterations resulting from storage, transport, handling, use or subsequent transformation conditions that do not comply with normal conditions of use or with the recommendations communicated.
13.4. Where products are stored by SYTO at the Customer’s request or due to a delay in collection, delivery, validation or receipt attributable to the Customer, storage, handling, securing, relocation, additional packing or reshipment fees may be charged to the Customer according to the conditions set out in the offer, order confirmation or any written agreement between the Parties.
13.5. Products stored on behalf of the Customer may be invoiced in full as from their availability, even if their physical collection occurs at a later date.
ARTICLE 14 – Product inspection and claims
14.1. The Customer shall inspect the products upon receipt or availability.
14.2. Apparent defects, shortages, quantity errors or visible damage must be notified to SYTO in writing within 8 calendar days of receipt or availability of the products.
14.3. Defects not apparent upon receipt must be notified in writing within 5 calendar days of their discovery, and in any event within a reasonable period after delivery.
14.4. Any claim must include, as far as possible, the information enabling the products concerned to be identified and the alleged non-conformity to be analysed: order number, product reference, delivery date, quantity concerned, precise description of the defect, photographs, delivery documents, storage conditions and, where applicable, any available batch or identification reference.
14.5. Products concerned by a claim must be kept in their original condition, without unauthorised transformation, use, destruction or return, and made available to SYTO for the time necessary to analyse the claim.
14.6. Where the claim is recognised as justified by SYTO, SYTO may, depending on the nature of the non-conformity and under proportionate conditions, carry out a repair, replacement, new execution, additional delivery, discount, credit note or any other appropriate solution agreed with the Customer.
14.7. A non-conformity affecting part of the products or part of the delivery shall not authorise the Customer to reject the entire delivery, unless such non-conformity renders all products unfit for the agreed use.
14.8. No claim may be accepted where the defect results from inappropriate transport, storage, use, assembly, filling, subsequent transformation or handling, third-party intervention, use not compliant with the intended purpose, delayed collection, or items, data, materials, instructions or validations provided by the Customer.
ARTICLE 15 – SYTO’s liability
15.1. 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 the applicable regulations.
15.2. 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.
15.3. SYTO shall not be liable for indirect or consequential damages, including operating losses, loss of turnover, loss of margin, loss of contracts, damage to image or reputation, penalties applied to the Customer by its own customers, market withdrawal costs, commercial campaign costs, intervention costs at third parties’ premises or any other damage that is not the direct consequence of SYTO’s fault.
15.4. SYTO shall not be liable for the consequences resulting from information, files, drawings, texts, trademarks, logos, materials, components, instructions, validations or decisions provided by the Customer, except in the event of SYTO’s own fault in the performance of its obligations.
15.5. SYTO guarantees the product’s suitability for a particular use only 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 16 – Retention of title
16.1. Products delivered by SYTO shall remain the property of SYTO until full payment of all sums due in respect of the relevant order, in principal, costs and accessories.
16.2. Until full payment, the Customer may not transfer, encumber, transform, pledge or dispose of the products in any manner that would prejudice SYTO’s ownership rights, unless previously agreed in writing.
16.3. In the event of total or partial non-payment, SYTO may request the return of unpaid products, at the Customer’s expense and risk, without prejudice to any other right or remedy.
ARTICLE 17 – Tools, cutting forms, files, data and production resources
17.1. Tools, cutting forms, dies, templates, tooling, production files, technological settings, working mock-ups, methods, know-how, technical solutions, drawings, plans, documents and other resources developed, prepared or adapted by SYTO shall remain the property of SYTO, unless otherwise agreed in writing.
17.2. The invoicing to the Customer of study, preparation, tooling, form, cutting, mock-up or development costs shall not entail any transfer of ownership of the relevant items, unless otherwise stipulated in writing.
17.3. Unless otherwise agreed in writing, SYTO shall retain specific tools and production resources for a maximum period of 24 months from the last order or the last production concerned.
17.4. Upon expiry of this period, SYTO may delete, destroy, archive, recycle or scrap the relevant tools and production resources, without any active retention obligation, unless otherwise agreed in writing with the Customer.
17.5. Unless otherwise agreed in writing, SYTO shall retain files, technical data, digital mock-ups, production elements and documents relating to an order for a maximum period of 24 months from the last delivery or the last order concerned. Any longer retention must be subject to a specific agreement and may give rise to invoicing.
ARTICLE 18 – Intellectual property and third-party rights
18.1. Concepts, technical solutions, drawings, mock-ups, files, methods, know-how, settings, tools, developments, documents and creations produced by SYTO shall remain the property of SYTO, unless otherwise agreed in writing.
18.2. The Customer warrants that the items it provides to SYTO, including texts, logos, trademarks, visuals, files, drawings, models, specifications, notices, codes or other content, do not infringe any third-party rights, including copyrights, trademarks, designs, patents, know-how, personality rights or image rights.
18.3. The Customer shall indemnify SYTO against any claim, action, demand, judgment, cost or damage resulting from an alleged or proven infringement of third-party rights due to items supplied, imposed or validated by the Customer.
18.4. The Customer may not use, reproduce, transmit, adapt or communicate to third parties any items belonging to SYTO outside the strict framework of the relevant order, unless previously agreed in writing by SYTO.
ARTICLE 19 – Confidentiality
19.1. Each Party undertakes to keep confidential the technical, commercial, financial, industrial, pricing, organisational, quality, production or strategic information received from the other Party in the context of the commercial relationship.
19.2. The confidentiality obligation applies 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.
19.3. The Customer shall not disclose to third parties, without SYTO’s prior consent, information relating to SYTO’s own technical solutions, methods, processes, prices, commercial conditions, production organisations or know-how.
ARTICLE 20 – Compliance, sanctions and data protection
20.1. The Parties undertake to perform their obligations in accordance with the applicable laws and regulations, in particular in relation to fair competition, anti-corruption, economic sanctions, embargoes, export controls and business ethics.
20.2. The Customer 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 the applicable rules on sanctions, embargoes, export controls or trade restrictions.
20.3. Where personal data are processed in the context of the commercial relationship, the Parties undertake to comply with the applicable personal data protection regulations.
ARTICLE 21 – Force majeure
21.1. SYTO shall not be liable for any delay or non-performance resulting from an event reasonably beyond its control and preventing or making more difficult the normal performance of its obligations.
21.2. The following shall in particular constitute cases of force majeure or similar events: fire, flood, major breakdown, strike, labour dispute, shortage or delay in supply, disruption at a supplier or subcontractor, transport restriction, health crisis, epidemic, war, act of terrorism, administrative decision, power outage, cyberattack, natural disaster or any external event significantly affecting the execution of the order.
21.3. The occurrence of such an event shall suspend the affected obligations for the duration of the event and extend the execution deadlines accordingly. If the event continues for a period making execution of the order impossible or economically unreasonable, the Parties shall consult each other to agree on the consequences for the relevant order.
ARTICLE 22 – Termination and suspension
22.1. SYTO may suspend the execution of an order, retain delivery of the products or terminate all or part of the contract in the event of the Customer’s breach of its obligations, including non-payment, late payment, failure to provide necessary information, absence of validation, failure to collect, breach of intellectual property rights, breach of confidentiality or refusal of a necessary adjustment to the execution conditions.
22.2. SYTO may also suspend or terminate all or part of the contract in the event of a risk of insolvency of the Customer, opening of restructuring, safeguard, receivership, bankruptcy, liquidation or any event indicating a serious risk for payment or performance of the Customer’s obligations.
22.3. Suspension or termination shall not prevent the invoicing of delivered products, manufactured products, work performed, materials committed, irreversible costs or services performed up to the effective date of suspension or termination.
ARTICLE 23 – Severability
23.1. 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 other provisions.
23.2. The Parties shall endeavour to replace the relevant provision with a valid provision that comes as close as possible to the economic and legal purpose pursued by the initial provision.
ARTICLE 24 – Applicable law and jurisdiction
24.1. These terms and conditions and the contracts concluded on the basis thereof shall be governed by the law applicable to the SYTO company executing the relevant order, unless otherwise agreed in writing between the Parties.
24.2. The Parties shall endeavour to resolve amicably any dispute relating to the interpretation, performance or termination of their commercial relationship.
24.3. Failing amicable resolution, any dispute shall fall within the jurisdiction of the courts of the registered office of the SYTO company executing the relevant order, unless otherwise required by mandatory law.
