General terms and conditions of sale 2018
These terms and condition of sale constitute the sole basis of the commercial relationship between parties, in accordance with the article L 441-6 of the Commercial Code.
In compliance with the regulations in force, these terms and conditions are available to any Buyer who requests them, to enable him to place an order with the Supplier. They are also communicated to any distributor prior to the conclusion of a single grant agreement, referred to in article L441-7 of the Commercial Code.
The placing of an order for products produced and/or distributed by FRANCE FOOD implies full acceptance of these general conditions of sale, and will prevail over joint contractors’ provisions.
FRANCE FOOD reserves the right to modify the present general conditions of sale at any time.
Each order placed with France Food or each acceptance of an order implies full awareness and acceptance of our General Sales Conditions. The latter will automatically revoke and without formality our clients’ general or special purchasing terms and conditions.
For fresh products, orders must be placed before 10 am on day A for delivery on day B. The minimum order for free of charge shipment is of 30 kg of goods.
For frozen goods, orders must be placed before 10 am on day A for delivery on day C. The minimum order for free of charge shipment is of 300 kg of goods.
Orders are processed in logistic sales units communicated by FRANCE FOOD
In case of a stock shortage at the time of the order, the Buyer will be informed and is not entitled to any compensation. FRANCE FOOD reserves the right to deliver the same product at the same price with a different origin but meeting the same quality criteria.
Orders cannot be cancelled without prior, written agreement.
The goods are supplied at Supplier’s applicable rates on the date of the placement of the order, and, if necessary, in the specific sales proposal addressed to the Buyer. These rates are firm and not subject to alteration during their validity period, as stated by the Supplier.
The supplier has to deliver the goods within the agreed deadlines. In the event of a delay superior to 8 calendar days, the Buyer may demand annulment of the sale and any paid deposit will then be reimbursed by the Supplier.
The Supplier shall not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside its reasonable control such as cases of force majeure or unforeseeable events. In such cases, the Supplier may, without liability on its part, terminate the contract, and the Buyer will be informed of the occurrence of such circumstances within a decent timeframe.
Likewise, the Supplier is not liable in any manner if a delay or suspension of the delivery is attributable to the Purchaser.
Whatever the destination of goods, the means of transport and the sales conditions, the transfer of responsibilities shall be made by direct handing over of the products to the client. The Buyer is responsible for checking the condition of the foods on delivery. In the case of missing, lost or damaged goods, the client must express all the reservations that he/she deems useful to the responsible carrier, in accordance with the procedures and timescales laid down by law.
All claims must be addressed on the delivery note upon receiving of the goods and in the haulier’s presence.
Claims older than 2 working days after the delivery date reported on the delivery note will not be accepted. Once this time has lapsed, whatever the client’s claims may be (missing, faulty, expired goods), goods are indisputably deemed in good condition and compliant with the order.
- Conditions of storage and use
In order to ensure the quality and appearance of the goods, the Client agrees to respect all the rules concerning temperature as advised on the packaging of the delivered goods. The Client also agrees to comply with technical and sanitary requirements regarding transport, storage, expiry, use and consumption conditions, which they acknowledge having taken note of. On this basis, it is reminded that fresh products should be stored at a temperature ranging between 2 and 4°C and frozen goods should be stored at a temperature ranging between -30 and -21°C.
The use of the product as an ingredient is at the Client’s full and entire responsibility and FRANCE FOOD may not be rendered liable for this.
- Supplier responsibility – guarantee
The Supplier is bound by the legal warranty of hidden effects, under article 1641 of the civil legislation. The aforesaid article states: The Seller is liable for concealed defects that prevent the sold product from being suitable to its intended use, or that reduces this use to the point the Buyer would not have acquired it, or would have demanded a lower price had he known about them.
However, all guarantees shall be excluded in the event of Buyer’s carelessness or failure to respect storage and use conditions, such as non-observance of the expiry date or in case of force majeure. Likewise, the warranty shall not apply if goods have been subject to misuse, neglect, negligence, accidents, or have been used in any other way that for which they were destined. It does not apply either if the product has been transformed.
FRANCE FOOD uses a ten-day period invoicing system.
- Return policy
Any return of goods requires formal agreement between FRANCE FOOD and the Buyer. In case of an apparent defect or non-conformity on the goods delivered, any returns accepted by FRANCE FOOD, having been verified by the vendor, will entitle the Buyer to a credit note, which excludes any other compensation or damages
Invoices are to be paid within one month from the 10th, 20th or last day of the month. Nevertheless, we are entitled to require cash payment from any client in accordance with special sales conditions that would be consented to by the aforesaid client.
No discount will be granted for early payment of the invoice.
Commercial papers must be returned to FRANCE FOOD without delay and within timeframes and conditions set by law. The Buyer is not entitled to set off or to suspend a payment for whatever the reason may be, and particularly when there is an ongoing dispute.
Should there be a delay in the payment of the amounts due by the Buyer beyond the above-mentioned required time, and after the date of payment stated on the invoice sent to the Buyer, late payment penalties calculated at a rate of three times the French legal interest rate of the purchase price including tax stated on aforesaid invoice will be automatically obtained by the Seller, without requesting any formalities or prior formal demand, and this will lead to immediately due of all amounts due by the Buyer, without prejudice to any other action that the Seller may be entitled to bring against the Buyer on this account.
In the event of non-compliance with the aforementioned terms of payment, the Supplier is entitled to suspend or to cancel the delivery of the client’s pending orders, and to cancel its obligations.
Lastly, in the event of late payment, a fixed rate allowance for recovery costs in the amount of EUR 40,00 will be due from the Buyer, as of right and without prior notification. The Supplier reserves the right to claim a supplementary compensation if recovery costs actually incurred exceeded this amount, based on the presentation of the invoice of actual costs.
- Retention of title
Title in goods shall not pass to the Buyer until the Supplier has been paid in full for the goods, either by cashing of the cheques, either by cashing of bills of exchange.
In case of regular shipments and therefore constant submission of invoices, the title in goods remains in effect, as a guarantee for the final balance to pay, the goods in stock at the client’s being irrevocably considered as unpaid debt. Throughout the duration of retention, the goods must necessarily be stored in accordance with their respective procedures.
In the case of an insurance claim, the settlement issued by the Insurance company will be acquired by FRANCE FOOD, subject to proceedings against the client. The Supplier can invoke this retention of title clause by registered letter with acknowledgement of receipt addressed to the Client, three calendar days after formal notice to pay, this having remained without effective response, in all or in part, during this time.
The Client may only alienate the goods in the ordinary course of business on normal terms, provided that there is no delay nor suspension in payment.
The Buyer will inform the Supplier in case of any intervention or claim by a third party, which could result in the infringement of his/her rights, in order for the Supplier to be able to oppose himself to it. The Buyer will especially have to notify the Supplier of any unspecified claim by a third party on subject goods, in particular in the event of a seizure procedure or sale of business assets.
From the delivery, the Buyer shall insure the goods against risks of loss, theft, destruction or damage. Despite the present title retention clause, the risks related to the loss and deterioration of the products sold by the Supplier will be transferred to the Buyer as soon as the products have been delivered and received by the Buyer.
- Cancellation clause
Should the Client fail to fulfil anyone of his/her obligations, the orders underway, including the ones concerned by the formal notice, will be terminated automatically and without formality, however good seems to FRANCE FOOD, eight days after sending a formal notice with acknowledgement of delivery letter, having remained without effective response, in all or in part during this time.
Any possible deposits already cashed by FRANCE FOOD will remain in FRANCE FOOD’s possession as initial compensation for damages.
The products are supplied at prices prevailing at the time of the order for the fresh fruit trade (except for products under contract).
Our prices include shipment (except when prior special conditions are negotiated with our sales department).
For fresh products, prices are established day to day.
For frozen goods), FRANCE FOOD reserves the right to change its prices with a two months’ notice, save in exceptional cases such as a sharp increase in prices of raw materials, transport…
All disputes in relation to this contract are a matter lying solely within the competence of the commercial court of our head office.
- Buyer’s acceptance
Except where there is a special contract, these general terms and conditions of sale are expressly approved and accepted by the Buyer, who declares and recognizes to have a perfect knowledge of it and therefore renounces to prevail himself of any contradictory document and his/her own terms and conditions of purchase.