General terms and conditions of sale 2022
1) SCOPE OF APPLICATION – ACCEPTANCE:
The present general conditions of sale constitute, in accordance with article L441-1 of the Commercial Code, the unique basis of the commercial relationship between the parties and are systematically sent or given to each buyer to enable him to place an order. They are also transcribed on the back of the invoices issued by FRANCE FOOD. Any order of products distributed by FRANCE FOOD implies the express and unreserved acceptance by the buyer of the present general sales conditions, which prevail over any other provision issued by the buyer. The present general conditions of sale are expressly approved and accepted by the buyer, who declares and acknowledges having a perfect knowledge of them, and renounces, therefore, to take advantage of any contradictory document and, in particular, of his own general conditions of purchase. Any contrary condition opposed by the buyer will not be opposable to FRANCE FOOD in the absence of express acceptance on its part. The fact that FRANCE FOOD does not avail itself at a given moment of any of the present general conditions of sale cannot be interpreted as a renunciation to avail itself later of any of the said conditions. FRANCE FOOD reserves the right to modify at any time the present general conditions of sale.
Any order must be confirmed in writing by the buyer (e-mail with the exact identity of the sender, and of his legal representative for legal entities, or fax) and specify the quantity, the brand, the type and the references of the products as well as the agreed price, the place and the date of delivery or collection. Any written acceptance issued by FRANCE FOOD of the buyer’s verbal order recalling the points to be specified above (quantity, price, place and date of delivery etc.), not contradicted by a contrary writing from the buyer within 24 hours of its reception, is worth a final order from the latter. The benefit of the order is personal to the buyer and cannot be transferred without the agreement of FRANCE FOOD. For fresh products, orders must be placed before 10:00 am on D day for a delivery on D+1 day, the minimum order for a free delivery being 30 kg of goods. For frozen products, orders must be placed before 10:00 a.m. on day D for delivery on day D+2, the minimum order for free delivery being 300 kg of goods. Orders are taken into account for the logistic sales units given by FRANCE FOOD. No order sent to FRANCE FOOD can be cancelled without its prior written agreement. In any case, any modification or cancellation of an order requested by the buyer can only be taken into consideration if it is received in writing by FRANCE FOOD before the shipment or delivery of the products. If FRANCE FOOD does not accept the modification or cancellation of the order, the deposit paid by the buyer will not be refunded. In case of stock shortage at the time of the order, the buyer will be informed and will not be entitled to any compensation. However, FRANCE FOOD reserves the right to deliver the same product of a different origin but meeting the same quality criteria at the same price in case of a product being out of stock.
Our products, which are 100% of agricultural origin, are supplied at the price in force at the time the order is placed for the fresh fruit trade (except for products under contract) and, where applicable, in the specific commercial proposal sent to the buyer. Our prices are determined from the following price indicators: on the one hand, those of the Observatoire de la formation des prix et des marges des produits alimentaires, and on the other hand, those of the Réseau des Nouvelles des Marchés (RNM) and, by default, any other index or national public indicator noted on the market in which France FOOD operates. Our prices are free (unless otherwise indicated in advance to our sales department). Without prejudice to the renegotiation clause below, the prices are firm and non-revisable during their period of validity, as indicated by FRANCE FOOD. The prices take into account the VAT applicable on the day of the order. Any change in the rate may be reflected in the price of the products. The prices applied by FRANCE FOOD can be modified by FRANCE FOOD at any time and without notice. For fresh products, our pricing will be based on the daily rate. For frozen fruits, FRANCE FOOD reserves the right to modify its prices with a two months notice, except in exceptional cases such as a sudden increase in the price of raw materials, transport… Subject to the above reservations, notably on the firmness of our prices, it can be foreseen within the framework of a contract, whose execution is superior to three months, allowing notably the renegotiation of prices following exceptional circumstances, notably of an economic, commercial, industrial, legal or political nature.
4) DELIVERIES – TRANSPORT:
Delivery shall be made in accordance with the order, either by direct delivery of the product to the purchaser, or by simple notice of availability, or by delivery to a shipper or a custodian or a carrier designated in the order at the place also specified in the order. Deliveries are only made according to availability and in the order of arrival of orders. Exceeding the delivery time not indicated as imperative in the order cannot give rise to damages, withholding, or cancellation of orders in progress. The delivery within the deadlines will be able to intervene only if the purchaser is up to date with his obligations towards FRANCE FOOD, whatever the cause is. The buyer is required to check the apparent state of the products upon delivery. In case of shortages, damages, delays or other non-conformities, the consignee must himself make all the detailed reserves he will consider useful to the responsible carrier within the time limits and forms imposed by the law. All claims must be made on the delivery note upon receipt of the goods and in the presence of the carrier, and to be admissible, the information must be sent in writing to FRANCE FOOD within 24 working hours following the reception of the goods, specifying the deficiencies, disorders, non-conformities or damages noted. The justification of the object of the claims must be brought to FRANCE FOOD and cannot in any case emanate from the sole observation made by the buyer, FRANCE FOOD must be called in any case in writing without delay as from the claim to allow it to verify on the spot the validity of the claim, under penalty of inadmissibility of the latter. No claim dating back to more than 24 working hours after the date of reception indicated on the delivery note will be taken into consideration by FRANCE FOOD, the deliveries being then incontestably considered as conforming to the order and in good condition, whatever the claims of the buyer (missing, defective, expired products…) after this delay. In accordance with article L441-10 III of the French Commercial Code, the procedure for checking the conformity of the goods cannot exceed thirty days from the date of receipt of the goods. Likewise, FRANCE FOOD cannot be held responsible in case of delay or suspension of the delivery attributable to the buyer. Whatever the destination of the products, the mode of transport used and the conditions of sale, the transfer of risks is carried out by the direct handing over of the goods to the buyer or in case of delivery by a carrier, as soon as the goods are loaded at departure. Our goods, even if shipped carriage paid, travel at the risk of the recipient who must make any reservation with the carrier, who is solely responsible for delays in delivery, theft or damage that may occur during the journey.
5) RETURN OF GOODS:
Any return of goods must be subject to a written agreement between FRANCE FOOD and the buyer. Any return accepted by FRANCE FOOD, within the framework of an apparent defect or non-conformity of the delivered goods, which will be noted by FRANCE FOOD, under the conditions provided for in article 4 of the present general conditions of sale, will only allow the buyer to obtain a corresponding credit note, to the exclusion of any other compensation or damages.
6) STORAGE AND USE CONDITIONS:
The buyer undertakes to respect the temperature rules indicated on the packaging of the products delivered, so as to guarantee the quality and presentation of the products. He also undertakes to respect the technical and sanitary rules, of which he acknowledges having knowledge, relating in particular to the conditions of transport, storage, expiry, use and consumption. In this respect, it is reminded that fresh products must be kept at a temperature between 2°C and 4°C and frozen products at a temperature between -30°C and -21°C. The integration of the product as a component is under the whole responsibility of the buyer and does not engage the responsibility of FRANCE FOOD.
Any guarantee from FRANCE FOOD is excluded in case of non-respect of the product’s conservation conditions, misuse of the product or negligence on the part of the buyer, as well as in case of exceeding the use-by date or in case of force majeure. Similarly, no guarantee can intervene if the products have been subject to abnormal use, or have been used in conditions different from those for which they were manufactured. It does not apply either in case of deterioration or accident resulting from a shock, a fall, a negligence or in case of transformation of the Product.
8) BILLING – PAYMENTS:
FRANCE FOOD applies a system of invoicing by decades. Payments are made within thirty (30) days from the end of the decade. However, we reserve the right to require a cash payment to any customer in accordance with the particular conditions of sale which would be accepted by the said customer. No discount will be granted for early payment of the invoice. Bills of exchange must be returned to us without delay, under the conditions and within the periods required by law. The purchaser is not entitled to suspend or offset payment for any reason whatsoever and in particular when a dispute is pending. In case of late payment and payment of sums due by the buyer beyond the above-mentioned deadline, and after the payment date appearing on the invoice sent to the buyer, late payment interest calculated at the rate of three (3) times the legal interest rate of the amount including VAT of the price appearing on the said invoice, will be automatically and by right acquired by FRANCE FOOD, without any formality or prior notice. Moreover, the totality of the balance will become due without prejudice to any other action that FRANCE FOOD would be entitled to take against the buyer. In case of non respect of the above payment conditions, FRANCE FOOD reserves the right to suspend or cancel the delivery of the current orders of the buyer and to suspend the execution of its obligations. Failure to pay on the due date will be considered without reservation by both parties (seller and buyer) as a serious breach of contract attributable to the buyer. Finally, a fixed indemnity for collection costs in the amount of 40 euros will be due, automatically and without prior notification by the buyer in case of late payment. FRANCE FOOD reserves the right to ask the buyer for an additional indemnity if the collection costs actually incurred exceed this amount, upon presentation of the supporting documents.
9) RETENTION OF TITLE:
The goods remain the property of FRANCE FOOD, until the complete payment of the agreed price, either by the cashing of checks or by the cashing of bills of exchange. In case of regular supplies, and consequently of delivery of permanent invoices, the retention of title remains in force as a guarantee for the final balance to be cashed, the goods in stock at the customer’s premises being deemed irrevocably to correspond to the latter’s unpaid claims. During the period of retention of title, the goods must be stored in accordance with their specifications. In case of damage, the payment from the insurance company will be acquired by FRANCE FOOD, subject to any recourse against the customer.
The customer can only dispose of these goods within the framework of regular business concluded under usual conditions and as long as he is not in default of payment or in a state of suspension of payment. The buyer will inform FRANCE FOOD of any intervention or claim from a third party likely to infringe its rights, so that the latter can oppose it. In particular, the buyer must inform FRANCE FOOD of any claim made by a third party on the goods subject to the retention of title, in particular in the event of seizure or sale of its business. The buyer will insure from the delivery, the risks of loss, theft, destruction or degradation of the goods. Notwithstanding the present retention of title clause, the transfer of the risks of loss and deterioration of the products will be carried out upon delivery as defined in article 3 of the present general conditions of sale.
10) RESOLUTORY CLAUSE:
In case of non-fulfillment by the buyer of any of his obligations provided for in the present general sales conditions or of any other obligation provided for in particular conditions, and this eight (8) calendar days after receipt of a formal notice sent by registered letter with acknowledgement of receipt, which has remained totally or partially without effect during this period, the orders in progress, including those referred to in the formal notice, will be cancelled by right and without formalities, if FRANCE FOOD sees fit. Any deposits received by our company will be definitively acquired by FRANCE FOOD as first damages and interest by express compensation.
11) FORCE MAJEURE:
In the case of force majeure, as defined in article 1218 of the French Civil Code, or of exceptional events disrupting the perfect progress of the manufacturing, packaging, invoicing and delivery operations, no penalties, damages or penalties may be demanded for any non-performance whatsoever in relation to the sale and/or delivery of the goods in question. FRANCE FOOD will not be held responsible and will be discharged from its obligations, in whole or in part, temporarily or permanently, depending on the circumstances. FRANCE FOOD will immediately inform the buyer in writing of the situation. The buyer shall be informed of the occurrence of such circumstances within a reasonable period of time. Expressly, are considered as cases of force majeure, within the meaning of Article 1218 of the Civil Code, any event having the characteristics of foreignness, unpredictability and irresistibility, in addition to those usually retained by the jurisprudence of the courts and French tribunals, total or partial strikes, internal or external to the company, provided that one of the Parties is not responsible, lockout, bad weather, blocking of means of transport or supply, earthquake, fire, storm, flood, water damage, blocking of telecommunications, any epidemic on the French territory, European and/or in the world, and in particular the epidemic of Covid-19, its evolution as well as all its consequences and any other case independent of the will and/or the fact of one of the Parties, directly preventing the normal execution of the Contract.
12) DATA PROCESSING AND FREEDOM – PERSONAL DATA:
In order to improve and personalize the services offered, we may need to collect and process personal data about you (cell phone number, personal e-mail, etc.). These data are necessary to open an account within FRANCE FOOD, to process orders, to manage returns, mail and to follow up deliveries. This data will be kept by FRANCE FOOD for the entire duration of the contract and for a maximum period of one year after the end of the contract. FRANCE FOOD undertakes that the collection and processing of this personal data will comply with the European Regulation on the protection of individuals with regard to the processing of personal data and on the free movement of such data 2016/279 of 27 April 2016 (“GDPR”). FRANCE FOOD informs the buyer that the holder of personal data has a right to access, rectify, modify, portability, delete, erase personal data concerning him/her as well as to oppose the processing and collection of such data. To exercise these rights, you may write to FRANCE FOOD’s Data Protection Officer at the following address FRANCE FOOD’s personal data protection delegate 33 rue du Poitou, PLA CP 30406, 94619 RUNGIS cedex.
13) APPLICABLE LAW AND JURISDICTION:
For all disputes relating to the formation, execution, interpretation, termination, cancellation of sales concluded by FRANCE FOOD, only French law is applicable and the Commercial Court of the place of FRANCE FOOD’s head office will have material and territorial jurisdiction. This clause applies even in case of summary proceedings, incidental demand or plurality of defendants or appeal in guarantee, and whatever the mode and modalities of payment, without the clauses attributing jurisdiction or applicable law on the buyers’ documents being able to impede the application of the present clause.