Contact : Elodie LETELLIER

Phone / Fax : +33 (0)2 32 47 37 27 / +33 (0)2 32 47 37 11

Email : [email protected]

QUOTATION N° EORI: FR70204168200049

Our VAT n°: FR45702041682
DPD2110073 - 06/10/2021
DELIVERY TO : INVOICE TO : C023131
BBVERPACKUNGSMASCHINEN GMBH BBVERPACKUNGSMASCHINEN GMBH
RAIFFEISENSTRASSE 19 RAIFFEISENSTRASSE 19
72631 AICHTAL 72631 AICHTAL
ALLEMAGNE ALLEMAGNE

Contact : - VAT Id. : 261880428

VAT Id. : 195972743

Please enquire into our General Terms of Sale (GTS) on the back (or in the continuation) of this document. Placing an order implies for
the Client full and unreserved acceptance of these general terms of sale which integrate respectively articles N° 17 and 20 with clause of
property reserve for the benefit of the seller and clause of choice of applicable laws; clauses without which ETS ANDRE ZALKIN & Cie will
not contract. These GTS are subject to specific terms.
CA24221 // LLC PROCTER & GAMBLE MANUFACTURING UKRAINE

QUOTATION FOLLOWING YOUR REQUEST.

DELIVERY TIME: CURRENTLY AVAILABLE

“Delivery date is subject to delay due to COVID-19 outbreak and associated governmental measures”

Gross unit. Net unit.

Pos. Zalkin Ref. Description Unit weight (Kg)
Qty Total
Customer Ref. Origin / H.S. Code Machine ID price price
ELEVATOR n°80432

1 603770 SOUFFLET RECTANGULAIRE 152*302 SORTIE CI 1.200 1 UN 710.48 639.43 639.43

PVC FOOD CONNECTING OUTLET 24221 Disc. : 10.00%
Origin : FRANCE
84229090 - SPARE PARTS FOR CAPPING MACHINE

Total weight (Kg) : 1.200 E.T. Gross Price : 639.43 EUR

Offer validity : 05/11/2021 E.T. Net Price : 639.43 EUR

Delivery conditions : EXW1 - MONTREUIL L'ARGILLE ICC 2020
Payment conditions : at 30 days net - Wire

Total Net Price : 639.43 EUR

Head office : 5, route André Zalkin / 27390 Montreuil L'Argillé / France / 33 (0)2 32 47 37 27
Sales office : 34 rue des Coudreaux CS 30018 / 92505 Rueil Malmaison CEDEX / France / 33 (0)1 41 39 03 04
Zalkin.fr | ProMachBuilt.com
Ets André Zalkin & Cie - Société par Action Simplifiée au capital de 8 000 000€ - RCS Bernay 702 041 682 - A.P.E. 2829 A.
IBAN : CIC ST HONORE FR76 3006 6109 4900 0100 0460 185 - CMCIFRPP - CIC CAEN PAYS D'AUGE FR76 3002 7160 8700 0161 4610 374 - CMCIFRPP Page : 1 / 3
 Contact : Elodie LETELLIER
Phone / Fax : +33 (0)2 32 47 37 27 / +33 (0)2 32 47 37 11
Email : [email protected]

QUOTATION N° EORI: FR70204168200049

Our VAT n°: FR45702041682
DPD2110073 - 06/10/2021
GENERAL TERMS OF SALE
INTRODUCTION ARTICLE 6: PROVISION
Supplier : SA ETS. ANDRE ZALKIN ET CIE, N° SIREN:702 041 682 6.1 The Supplier may place the ordered equipment at the client’s disposal at its warehouses, and
Address : 34 Rue des Coudréaux, CS 30018, 92505 Rueil Malmaison cedex may inform the client by all means.
Client: any legal entity 6.2 Warehousing and storage costs shall be borne by the Client beyond a period of 10 days as from
Supply : any sale of machine, equipment or parts, whether or not they meet specific technical the provision of the equipment.
specifications or services pertaining thereto. 6.3 Provision of the equipment at the Supplier’s warehouses shall constitute delivery.
The Supplier reserves the right to complement these general terms of sale with specific terms that will be
mentioned in the designation of its offers, including but not limited to, the deliver to address, the bill to ARTICLE 7: PACKAGING
address, payment terms or specific terms related to title reservation. 7.1 The packaging method, specific to each order, is indicated in the quotation sent by the Supplier.
Placing an order implies for the Client full and unreserved acceptance of these general terms of sale, 7.2 The packaging costs are the Client’s responsibility and are charged extra.
subject to specific terms.
No new order by a new Client will be accepted by the Supplier before receiving business, technical and ARTICLE 8: DELIVERY
financial information. 8.1 The delivery is made FCA plant. In the event of a delivery organised by the supplier, the 2010
ICC Incoterms shall apply.
ARTICLE 1: ORDER 8.2 The client shall mention the place of delivery in the order form.
1.1 All quotations prepared by the Supplier are estimations. 8.3 The delivery is made in accordance with the provisions of the order form, either through a carrier
1.2 The client’s specifications should be provided to the Supplier for the preparation of the final and the Supplier is free to choose any carrier, or through collection by the client, or through delivery
quotation. Failing, the technical specificities applied shall be those of the supplier and shall be implicitly to the airport, or to the loading port.
accepted by the Client, notwithstanding any clause to the contrary appearing in the specifications. 8.4 Delivery delays shall not justify any order cancellation.
1.3 Precise quality standards requested upon the quotation preparation should be provided to the 8.5 No penalty may be applied unless it has bee formally accepted by the Supplier, and unless the
company. Failing, they shall not be included in the specific features of the order. delay is due to it, and unless it caused an actual loss, acknowledge jointly by the parties.
1.4 Any order placed by the Client shall be accepted by the Supplier by sending an order receipt At any rate, no compensation shall exceed 5% of the amount before taxes of the order without
confirmation with an indication of a final price, the contents of the service and the delivery time. transport, services and first emergency parts.
1.5 All orders shall mention, inter alia, the place of delivery, if it is different from the bill to address, the 8.6 The settlement for the machines and the equipment shall not be postponed or changed as a
name of its principals or instruction party if the delivery is to be made to a third party, the VAT result of the application of such penalties.
identification number for clients based in the EEC. 8.7 The Supplier’s responsibility shall not be sought when the delay results :
1.6 The Client should send, within a period of fifteen (15) days as from the Supplier’s order receipt a) either from the Client’s action including delays in providing information, failure to comply with the
confirmation, the technical documents and final samples in adequate amounts. Samples are the empty, settlement terms for the current order or previous orders ;
non hazardous, non regulated products needed for the necessary tests for the completion of the full b) or from an event that meets the criteria of force majeure or events such as lockout, strike, terrorist
technical survey allowing to determine exactly the price of the service and the completion time. action, energy failure, material or part supply shortage, epidemics / pandemics (including COVID-19 and
1.7 That technical study shall be used as basis for the completion and manufacturing of the specific subsequent governmental measures), war, requisition, fire, flood, tooling
products ordered. accident or transport delays, or strikes in the postal services, or restrictions imposed by the public
1.8 As a rule, the Client agrees to provide the Supplier with any information need for the proper authorities, or any other cause leading to partial or total unemployment for the Supplier or its own
performance of the order as well as all indications regarding the terms of use. In the event of any failure Suppliers.
by the client, refer to item 8.7.
ARTICLE 9: ACCEPTANCE AND CHECKING
ARTICLE 2: ORDER CHANGE OR CANCELLATION 9.1 The carriers shall be solely responsible for any loss, breakage and damage caused to carried
2.1 Any order cancellation or change should be sent by e.mail or in writing to the supplier within an 8 day machines and equipment.
period after the order receipt confirmation. 9.2 In the event of any dispute pertaining to the carriage, the Client’s claims shall be written down on
2.2 After that time, any cancelation of, or change in, the said order, shall be rejected and Supplier shall the delivery slip and sent to the carrier within 24 hours by registered mail with receipt confirmation.
charge the services performed or based on the progress of the order, the full amount thereof. Failing the Client shall be deemed to have accepted the delivery unreservedly.
2.3 Any change in, or addition to, the order, shall be the subject of an additional order by the Client, 9.3 The information to the supplier regarding a lack of compliance in part of the delivered equipment
which shall not be accepted by the Supplier before an updated order receipt confirmation is sent back. should be sent by registered mail with receipt confirmation within 48 Hours. This does not exempt
the client from the duty to pay for any equipment that is not disputed.
ARTICLE 3: INTELLECTUAL PROPERTY AND CONFIDENTIALITY 9.4 Any return of equipment shall be subject to the Supplier’s prior and formal approval. In that
3.1 All documents provided by the Supplier, such as plans, studies, drawings, sketches, quotations, etc., event, the equipment shall be returned in its original packaging.
even if compensated, are and shall remain the property of the Supplier.
3.2 When such documents (plans, studies, drawings, sketches, quotations, ...) have not been followed by ARTICLE 10: HANDLING AND INSTALLATION: - SET UP — START UP — TRANSFER TO
an order for respective machine or equipment, they shall be returned to the Supplier. PRODUCTION
3.3 The Supplier retains the full intellectual property of the said documents and of the industrial and 10.1 INSTALLATION AT THE CLIENT’S
artistic property rights arising therefrom. 10.1.1 The unloading and setting up of the machine is the Client’s responsibility and should be
3.4 All documents provided by the Supplier are confidential and the Client, its employees, its agents or scheduled before the supplier’s start up work.
business partners agree not to pass them, disclose or reproduce them without a special and written 10.1.2 Installation is understood as the place of unloading on the place of use on the Client’s
authorisation. premises and any work carried out prior to the start up of the machine, including all fluid connection
(electricity, compressed air...), civil engineering work.
ARTICLE 4: MANUFACTURING TIME 10.1.3 On receipt of the machine by the Client, its maintenance shall be the Client’s responsibility
4.1 The manufacturing times are given for informational purposes only, notwithstanding any mention of a and should comply with the instructions given in the owner’s manual.
specific term shown in the order form. 10.2 START UP
4.2 The delivery times shall start on receipt of all the necessary information for the completion of the 10.2.1 The start up should be exclusively made by the technicians or employees of the Supplier.
ordered work and provided by the Client in order to complete the technical study. Failing, the supplier declines any responsibility in the event of any machine disorder of any kind.
Necessary information includes but is not limited to technical documents, final samples in adequate 10.2.2 Start up shall take place within 30 days as from delivery. Failing, the Supplier declines any
amounts, the reservation of title clause signed by the Client, the requested instalment upon order. responsibility as to the performance of the machine.
4.3 Any change in the initial order, that is formally accepted by the Supplier shall automatically extend 10.2.3 The start up is completed at the Client’s, including through machine performance tests, a
the initial delivery time. production check and brief training of the personnel operating the machine.
10.2.4 The start up is charged extra to the Client. The services and travelling costs of the Supplier’s
ARTICLE 5: DEVELOPMENT technicians for the start up are shown in the “After sales and technical personnel work invoicing
5.1 Any order for bottling machines shall be the subject of development on the premises of the Supplier. schedule” document accepted tacitly by the Client, or have been the subject of a formal offer which
5.2 The Client shall pass on to the Supplier the samples in adequate and necessary amounts to allow to shall be the subject of an order by the client at least 15 days prior to the start up.
develop the machine. 10.3 TRANSFER TO PRODUCTION
5.3 Failing the provision by the Client of identical samples to those that will be used in production and 10.3.1 The scale up to production of the machine is always the Client’s responsibility and shall take
needed for the completion and development of the machine, the Supplier declines any responsibility in place within a maximum period of two months.
the event of any difference in performance in relationship to the one defined. 10.3.2 The client may ask for assistance by a technician of the Supplier for the production scale up
5.4 Any necessary change in the machine to achieve the initially defined performance shall be the of the machine. That service shall be charged extra to the Client, even in the event of «Start up
Client’s responsibility and shall be the subject of an additional clause to the contract. included» sales.

In case of cancellation of order, expenses involved will be invoiced with a minimum amount of 20% of the order value.

Head office : 5, route André Zalkin / 27390 Montreuil L'Argillé / France / 33 (0)2 32 47 37 27
Sales office : 34 rue des Coudreaux CS 30018 / 92505 Rueil Malmaison CEDEX / France / 33 (0)1 41 39 03 04
Zalkin.fr | ProMachBuilt.com
Ets André Zalkin & Cie - Société par Action Simplifiée au capital de 8 000 000€ - RCS Bernay 702 041 682 - A.P.E. 2829 A.
IBAN : CIC ST HONORE FR76 3006 6109 4900 0100 0460 185 - CMCIFRPP - CIC CAEN PAYS D'AUGE FR76 3002 7160 8700 0161 4610 374 - CMCIFRPP Page : 2 / 3
 Contact : Elodie LETELLIER
Phone / Fax : +33 (0)2 32 47 37 27 / +33 (0)2 32 47 37 11
Email : [email protected]

QUOTATION N° EORI: FR70204168200049

Our VAT n°: FR45702041682
DPD2110073 - 06/10/2021
GENERAL TERMS OF SALE 2/2
ARTICLE 11: PRICES 16.3 The supplier’s warranty shall be limited to the free replacement of parts it finds defective and
Offer possible servicing that it deems necessary.
11.0 The offers made by the supplier are valid 3 months. Wear parts are excluded from the warranty.
Order 16.4 On the client’s request, the supplier shall ship the replacement part and related invoice.
11.1 The price applicable shall be the one applicable on the order placing date. Replaced parts should be returned free of charge and packaging, to the Supplier, in order to inspect
11.2 The reference price is the one set by the supplier’s ARC. Any change in the contract shall be the them and to determine the reason for such replacement. On receipt of the returned parts and after
subject of an additional clause to the order and of a new ARC. the warranty applicability has been approved, a credit note will be issued. Otherwise, the invoice for
11.3 The prices are given before taxes and for loading at the Montreuil plant (FCA Montreuil l'Argillé) or the replacement parts shall remain owed.
any other place specified in the contract, packaging is extra, and are payable at the Supplier’s 16.5 The Client shall immediately report to the Supplier any anomaly, including operation disorders,
headquarters, unless specifically agreed in the order receipt confirmation. unusual noises, early wear.
11.4 The prices given may be changed based on tax and customs duties variations. 16.6 The Client shall lose the benefit of legal and contractual warranties including in the event of :
- repair or any work carried out by persons foreign to the Supplier or not appointed by it.
ARTICLE 12: PAYMENT TERMS - any exchange or installation of parts not complying with the manufacturer’s instructions.
12.1 Unless as otherwise and formally agreed by the parties, the services provided by the Supplier are - technical changes made to the equipment,
payables on the following terms : - deterioration or damage to the equipment, resulting, inter alia, from collisions, falls of materials,
- regarding settlements for machines: fire, vandalism, malevolence, loss, abnormal or abusive use,
* 30 % instalment upon order, required for order acceptance, - deterioration or accident result from a lack of supervision or maintenance,
* 30% instalment upon delivery, and settlement of the whole VAT charged, - early deterioration owed to wear, leaks or noises not reported to the Supplier early enough,
* settlement of the 40% balance on 30 day end of invoice date month terms. - the Client’s refusal to give the Supplier or its agents access to the equipment, in the framework of
- for settlements for spare part and transformations : maintenance, checking or repair work,
After EUR 30 000, 30% instalment upon order, balance on 30 day end of month terms as from the - deterioration or accident resulting from extended equipment downtime.
invoice date. 16.7 The Client shall lose the benefit of the EC compliance statement issued by the Supplier in the
- for settlements for service provisions, settlement 30 days after receipt of the invoice. event of any change in the equipment or of any replacement of parts leading to changes in the safety
12.2 Settlements are to be made by cheque or by transfer, unless otherwise agreed by the parties. conditions.
12.3 The settlement shall be payable on the date mentioned in the invoice. 16.8 The Supplier may suspend the legal or contractual guarantees in the event of any late payment
12.4 Any payment made after the deadlines specified in article 12.1 hereof, shall lead to the application or any failure to pay all or part of the price of the equipment.
of a late payment penalty equivalent to the BCE rate plus 8 points and to a fixed compensation amount, 16.9 The Client may not claim any compensation in the event of equipment downtime due to the
for collection costs, in an amount of EUR 40. When the collection costs incurred exceed the amount of application of the legal and contractual guaranties.
that fixed compensation, additional compensation shall be applied on sight of supporting documents. 16.10 The warranty for off the shelf parts is limited to 12 months after the delivery.
The penalty shall be payable 8 days after an unsuccessful injunction sent by registered mail with receipt
confirmation. Article 17: RESERVATION OF TITLE CLAUSE
12.5 The settlement shall be considered completed after the full collection of the contractual amount. 17.1 All machines and equipments sold by the Supplier shall be delivered and sold subject to the full
payment of the price thereof. Any failure to pay, even partially, shall entitle the Supplier,
ARTICLE 13: EVENT OF DEFAULT notwithstanding any clause to the contrary, to the right to take back the machines and equipment
In the event of any failure to pay all or part of an order on term, amounts owed for that order or other from the Client’s after an injunction sent by registered mail with receipt confirmation. The claim right
orders already delivered or being delivered shall become immediately payable. may be exercised even in the event of court reorganisation or liquidation by the Client
As a result, the Supplier reserves the right to suspend the fulfilment of any future order until the full 17.2 The machines and equipment shall be returned at the Client’s costs and risks.
settlement of the amounts owed. 17.3 The Supplier may unilaterally and immediately have prepared a list of the unpaid machines and
equipment held by the Client or its assigns.
Article 14: PENALTY CLAUSE 17.4 In the event of the exercising of the reservation of title clause, the Client shall owe a
Should the Client’s failure make legal collection in court necessary, the client agrees to settle, in addition compensation amount equal to 30% of the price all taxes included of the equipment to compensate
to the principal, to the costs, expenses and fees usually and leally borne by it, a compensation amount the personalisation and a 3% value compensation amount per holding months, from the delivery to
set to 15 % of the amount in principal all taxes included of the claim, as contractual and fixed damages, the return. Such compensation shall not be offset with the accounts possibly paid by the client.
without prejudice to the application of the provisions of article 16.4. 17.5 Until the full settlement, the machines or the equipment shall be neither resold nor given as
pledge, security or lien without the Supplier’s written consent.
Article 15: LIABILITY 17.6 In the event of any action by the Client’s creditors, including in case of garnishment of the
15.1 The Client may not seek the Supplier’s liability, including on the ground of lack of performance or equipment or of the opening of bankruptcy proceedings, the Client shall immediately inform the
safety, if it failed to maintain or use the sold equipment in accordance with the manufacturer’s Supplier by registered mail with receipt confirmation, as well as the garnishing creditors or the
instructions. bodies of the proceedings.
15.2 The orders are performed in accordance with standards and customary tolerances. The Client shall 17.7 The Client shall bear the costs relating to the measures taken with a view to ending such an
not seek the Supplier’s responsibility on the ground of any production performance variation lower than action including those pertaining to third party opposition.
the one accepted and mentioned in the order receipt confirmation.
15.3 The Client shall not seek the termination of the sale or the Supplier’s responsibility in the event of Article 18: INVALIDITY OF A CLAUSE
any change in the specificities or initial technical features taking place between the order placing and the Should one of the clauses of these general terms be invalid or cancelled for any reason, the other
delivery, resulting from the application of a national or community provision (or from the Client’s formal clauses shall not be cancelled.
request).
The supplier agrees to inform the client of such changes promptly. Article 19: WAIVER
The parties waive any other clause, except for the specific clauses of the sales agreement,
Article 16: WARRANTY appearing in any other documents including the General Terms of Purchase of the client.
16.1 The Supplier guarantees the equipment for 12 months as from the production start (which is deemed
to be completed within 2 months following the delivery date) and at the latest for 18 months after the Article 20: APPLICABLE LAWS
delivery date. These general terms of sale are governed by French laws excluding its law conflict rules. The
16.2 The Client shall, upon the shipping of the equipment, take all necessary guarantees for the Vienna Agreement on the International Contracts for the Sale of Goods shall not apply to the
protection of the equipment and take out all necessary and mandatory insurance policies. contract.
16.3 The supplier’s warranty shall be limited to the free replacement of parts it finds defective and Any dispute arising from, or related to, the contract, shall first be the subject of an amicable
possible servicing that it deems necessary. settlement attempt between the supplier and the client. Any dispute not settled amicably within 30
Wear parts are excluded from the warranty. days shall be brought, in French, before the relevant courts of the registered address of the Supplier
even in the event of several defendants or of an impleader.

In case of cancellation of order, expenses involved will be invoiced with a minimum amount of 30% of the order value.

Head office : 5, route André Zalkin / 27390 Montreuil L'Argillé / France / 33 (0)2 32 47 37 27
Sales office : 34 rue des Coudreaux CS 30018 / 92505 Rueil Malmaison CEDEX / France / 33 (0)1 41 39 03 04
Zalkin.fr | ProMachBuilt.com
Ets André Zalkin & Cie - Société par Action Simplifiée au capital de 8 000 000€ - RCS Bernay 702 041 682 - A.P.E. 2829 A.
IBAN : CIC ST HONORE FR76 3006 6109 4900 0100 0460 185 - CMCIFRPP - CIC CAEN PAYS D'AUGE FR76 3002 7160 8700 0161 4610 374 - CMCIFRPP Page : 3 / 3