General Terms and Conditions

These general terms and conditions will supersede previously applicable general sales terms and be of the essence in respect of our contract relations. These conditions will apply notwithstanding any other clause or condition providing otherwise, even though the purchaser failed to return to us such sales agreement as was previously sent to the purchaser within 10 days from the date of delivery thereof.
Any failure from the Seller to apply any of these terms against the buyer at any given time may not be construed as a waiver to apply the same in the future.

Applicable prices are those existing upon the date of the order plus VAT at such rate as may be applicable.
Price cuts as subject to the satisfaction of conditions, and in particular quantitative objective refunds will only be finally vested if all conditions for their award have been met: payment of such refunds will be subject to the express condition that settlement of all invoices for which sums fall in line with the base of the turnover used as a basis to ensure satisfaction of the condition to benefit from the refund has been made upon due dates as determined, without limitation. If those conditions are not fulfilled the Seller shall have the right to demand the repayment of any anticipated refund.

In case of insolvency, proceedings, administration or liquidation any right to a price cut will be withdrawn.

Orders or order confirmations from the buyer as received by the Seller will only become final and binding upon the Seller where they have been accepted by the Seller and where the Seller has sent to the buyer a contract of sale or order confirmation in writing.
Any modification or cancellation of an order by the buyer will only be taken into account by the seller without any commitment to accept, if received in writing before the shipment date of the goods or the beginning of provision of services, which is expressly accepted by the buyer.

Save as may be stipulated otherwise, goods will travel at the recipient’s own risk. Sales will be made on the basis of C.C.I.’s INCOTERM applicable when the contract was entered into.In case of goods missing, damages or delays noted upon delivery, the Purchaser should exercise its remedies and file claims against the carrier in compliance with such terms as provided by articles L. 133-3 et seq., Commercial Law. Delays may not result in penalties for late fulfilment of an obligation, deductions, or damages, nor provide reasonable cause for any rejection or cancellation of the current order, whatever the causes, duration or effects of such delays.
In case of non-conformity of goods delivered against goods ordered, the buyer should give notice thereof to the Seller within not later than 5 days from the date of said delivery, without prejudice to any arrangements to be made with respect to the carrier. The buyer will be responsible for providing evidence as to the reality of abnormalities and defects noted.

Any returnable handling support will remain the property of the Seller and should be kept in a state of good repair. Each non returnable support should be exchanged for another without prejudice to any invoice from the Seller in case of negative balance. The buyer undertakes to strictly comply with conditions of storage and preservation of products as stipulated in the Seller’s technical sheets following the recommendations of the International Dairy Food Association applicable at the time when the order was placed.

Any return of products as fail to comply with the order should be subject to a prior written agreement from the Seller. Any product returned without this agreement will not be accepted and may not give rise to any credit note whatsoever. The buyer will be responsible for expenses and risks in respect of the return. After the quantity and quality of returned products have been checked in agreement with the Seller, in case of apparent defect or non-conformity of products delivered to the purchaser, the Seller will either replace them free of charge or repay them, but will not pay any compensation or damages.

Unsold goods or products for which optimum sell-by dates have been reached cannot be taken back.

The seller guaranties that the quality and composition of its products is in compliance with existing standards and regulations as determined by EU and French regulations.

Save as may be agreed otherwise and subject to regulated payment terms, our invoices will be payable in cash in Arras, upon delivery of the goods or provision of the services. In case of payment in instalments, failure to pay any instalment will automatically result in an event of default and all monies will become forthwith payable, even though they are not due yet and/or are related to other orders or contracts.
Besides and without prejudice to any other action, failing payment within such time scale as mentioned above, the buyer will be liable to penalties for late payment amounting to a sum equivalent to the application of monies due exclusive of tax at a legal interest rate of three-fold the legal interest rate. Furthermore, a delay in payment will give rise to the payment of a EUR40 lump sum for late payment recovering fees. The Seller will also reserve the option of setting off the penalties for late payment against any price cuts, refund and/or credit that might have been granted to the buyer. Any interest for late payment as may be charged to the buyer will not be taken into account in the calculation of the refund.

The Seller will also reserve the option of considering the order as terminated, fully in accordance with the law, if the buyer fail to fulfil any of its obligation provided the Seller sent a formal notice by registered mail, return receipt requested, which failed to produce any effects for 48 hours.

In case of a prompt payment by the buyer, the prompt payment discount will be calculated based on a rate as displayed on the invoice.

Disputes relating to any delivery or invoice will not suspend payments in any case whatsoever.

Any deterioration in the buyer’s credit may provide reasonable cause for the determination of a limit to the buyer’s overdraft, requirement of certain payment terms or other guaranties, at any time, depending on risks incurred. The Seller reserves the right to refuse to handle the order if such guaranties should not be secured.

It is stipulated and accepted without reservation by the buyer that the products delivered remain the property of the seller until full payment of their price in principal and accessories.

The purchaser exempts the vendor from mentioning this retention of title clause on any other document.

Notwithstanding this reservation of title, the purchaser assumes the risk of the goods as soon as they are delivered, and is obliged to take the utmost care of them until the price has been paid in full.

Goods delivered and not yet fully paid for in principal and accessories must therefore appear separately in the buyer’s inventory. Failing this, the goods in stock with the purchaser or his representative are deemed to be those outstanding. In the event of new materials being incorporated into the goods delivered, the seller retains co-ownership for their initial value.

In the event of non-payment on the due date, irrespective of the cessation of all subsequent deliveries, the seller reserves the right to take back the goods delivered at the buyer’s expense.

Until full payment of the price in principal and accessories, the purchaser may not pledge the goods, nor exchange them, nor transfer ownership by way of security, and undertakes to notify the seller in the event of seizure or any other intervention by a third party; however, in the normal course of business, the purchaser may resell the products on behalf of the seller, and irrevocably undertakes to assign to the seller his own claims against his purchasers, up to the amount of his debt to the seller, unless he pays the seller immediately.

Deposits may be retained to cover losses and costs incurred by the repossession of the goods, without prejudice to any other damages.

The Seller will be released from any obligation to deliver in case of an event of force majeure, and the buyer waives any claim thereof.

Any dispute arising from the validity, interpretation or performance of these general terms and conditions or any contract entered into between the seller and the buyer and therefore from any order or obligation hereunder is to be referred to the commercial court of Arras which will have sole jurisdiction, even in case of any matter of special urgency, incidental claim or in case there should be more than one defendant, it being understood that any objection to the validity of any provision hereof will have no effect on these general terms and conditions as a whole.

Laws applicable to these general terms and conditions will be the laws of France. In case of discrepancy the French version of the General terms and conditions shall prevail.

The buyer declares to have read the CSR policy of the seller which is fully enforceable against him in all its provisions.

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