Website legal mentions

Editor : CITIS SA, 1 boulevard Charles De Gaulle, 92707 Colombes, FRANCE
Website conception : PROD EFFECT, 42 rue Parmentier, 92800 Puteaux, FRANCE
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General Sales Conditions

These general sales conditions (the "Conditions") shall apply to all of the sales of Citis SA and/or its subsidiaries ("Citis"). Any order sent to Citis shall necessarily entail the client's full adhesion to these Conditions, without derogation or reservation. No document, purchase order, general purchase condition or other written instrument received from the client shall override, amend or prevail over the Conditions, unless Citis should give its written consent prior to the order acceptance date. Any contradictory clause set forth in a document of the client shall be unenforceable against Citis. Any provision of France's Code de commerce (commercial code) pertaining to business relations between professionals (invoices, term of payment, etc.) that is not cited in these Conditions shall nonetheless fully apply.

1. Orders

Citis distributes and processes raw materials that it acquires from various producers. Depending on the producers' specifications of the raw materials, as well as the client's description of its activity, the use it intends to make of the raw materials at issue, and the legislation that governs its activity and the products it manufactures, the client alone shall determine whether or not the raw materials ordered will correspond to its needs. Citis does not warrant that the raw materials ordered can be incorporated into, mixed with, modified or processed as the client might wish, considering that Citis is unaware of its client's industrial or manufacturing processes or of the safety conditions implemented within its establishment. Any physical characteristic, chemical composition and legal or technical constraint applicable to the raw materials and specific to the client must be specified in the order so that Citis may verify with the relevant producers that the merchandise acquired will comply with the client's specifications. No claim shall be enforceable against Citis if no such specification is made.

2. Shipping/Delivery/Risk Transfer/Approval of Merchandise

The risks associated with the merchandise sold, including any risk of loss, destruction or that may arise during shipping, shall be transferred to the client upon delivery of the merchandise, delivery being deemed to take place once the merchandise ordered is identified and isolated at the plant of the producer; this provision shall apply to all sales, regardless of their destination and the conditions of the sales, shipping and/or payment of shipping costs. Unless agreed otherwise, the client shall be responsible for all shipping costs, insurance, customs duties and taxes as of the moment the merchandise is identified and isolated. Delivery periods are given for information purposes only, and any failure to deliver within the indicated timeframe shall not give rise to any damages or late payment fees. The weights and measurements given before delivery shall be deemed authentic regardless of the quantity delivered. The client undertakes (i) to check the condition, quantity, compliance and patent defects of the merchandise upon receipt, and (ii) to notify Citis, by registered mail with return receipt requested, of any defect, default or anomaly of the delivered merchandise within 10 business days following receipt of said merchandise. Where no such notice is given, the client may not claim any remedy, indemnification or damage owing to the condition, quantity, non-compliance or patent defect in the merchandise delivered, or owing to the consequences or damages the client or a third party might suffer as a result thereof.

3. Ownership Retention

Citis shall retain full ownership of the merchandise until the price therefor has been paid in full, and this notwithstanding the above transfer of risk. Until the price is paid in full, the merchandise contemplated by this ownership retention clause shall remain identified as the client's, and shall not be incorporated into or mixed with the other raw materials.

4. Warranty – Limitation of Liability

Any merchandise that is non-compliant or patently defective shall, at the option of Citis, provided the client gives notice of such non-compliance or defectiveness within the timeframe set forth above and that Citis' liability therefor is established, (i) be replaced by compliant merchandise at no cost to the client, (ii) be reimbursed to the client, to the exclusion of any damages or other indemnification. The only warranty Citis gives shall be that the merchandise complies with the description and specifications that appear on the purchase order, and this without any further warranty, explicit or tacit, that the merchandise will meet the client's needs or be suited for its intended purpose or any specific use. The client alone shall be responsible for verifying whether or not the merchandise sold complies with the regulations to which the client and its activity may be subject. The client may not claim any indemnification for any reason whatsoever, including more specifically for any loss or damage whatsoever (intangible or indirect losses, operating losses, loss of income, injury to reputation, product recalls, etc.). Citis shall not be held liable for any event that takes place after the above transfer of risk (shipping conditions, storage conditions, potential contamination, or otherwise). No warranty is given to the client other than what is explicitly set forth in these Conditions. To the fullest extent permitted under French law, Citis grants none of the warranties that are generally available to purchasers under the applicable legislation, such as, specifically, articles 1641 et seq., including article 1643, of the French Code civil (civil code), the purchaser being a professional chemical raw materials processor. Citis gives no warranty should any damage be caused to goods other than the merchandise sold owing to a potential defect of the said merchandise. Citis shall not be liable for (i) any damage affecting the merchandise that stems from an outside origin, (ii) any damage resulting from a third party's or the client's intervention in respect of the merchandise or (iii) any use made of the merchandise that does not comply with the legal or regulatory requirements or that is incompatible with the merchandise.

5. Force Majeure

All of Citis' obligations shall be suspended should an event of force majeure occur. Force majeure shall specifically and contractually include the full or partial interruption of raw material supplies, failure on the part of a shipper, as well as strikes within the establishment of a producer or shipper, and shall cancel or suspend the obligations of Citis, the whole without any recourse on the part of the client.

6. Governing Law/Jurisdiction

These Conditions shall be subject to the laws of France, to the exclusion of the United Nations Convention on Contracts for the International Sales of Goods. Any dispute over the interpretation or implementation of these Conditions and any sale governed thereby shall be submitted to the jurisdiction of the Tribunal de Commerce de Paris, regardless of where the merchandise may be delivered; this provision shall also apply to any incidental demand and warranty proceeding, and to any action involving more than one defendant.