Article 1- Identification of the parties
The sales contract is concluded between :
GIE Occitanie Gourmet
47 Bonzoumet le Petit
31310 Montesquieu-Volvestre
SIRET 98463994800012 – RCS Toulouse
And
The customer
Article 2 – Application
All orders imply unreserved acceptance of these terms and conditions, which apply solely to our international sales. These GCS do not apply to our customers invoiced in France. This agreement excludes all other conditions contrary to these GTC, unless specifically agreed in writing. These GCS take precedence over the customer’s general terms and conditions of purchase. It is the customer’s responsibility to take all measures to ensure compliance with the obligations arising from these GTS. Our Company reserves the right, in the event of non-compliance with any of the obligations entered into, and upon simple observation of such non-compliance, to proceed with the immediate recovery of the products. The following GTC cancel and replace all previous editions.
Article 3 – Prices
The prices of our products are fixed in Euros according to the rates in force on the day of the order, for delivery within the usual times (detailed in article 5: “Transport – Delivery – Complaints” below).
They are exclusive of tax and in standard packaging. Our Company reserves the right to modify these prices at any time, particularly in the event of fluctuating economic conditions. Our company will inform the customer in advance in accordance with current practice (generally 2 weeks before the price changes are applied).
Article 4 – Transport – Delivery – Complaints
(a) Orders are recorded on the day they are received and it is impossible to modify an order in progress. Our company’s products are delivered exclusively in the standard packaging defined by us. In order not to delay the dispatch of orders, quantities ordered are rounded off to the nearest packaging unit. In the event of an abnormally large order, our Company reserves the right to refuse delivery of all or part of the order, or to deliver only the quantities available on the day the order is prepared.
(b) Orders are sent Ex-Works (INCOTERMS latest version). The normal delivery time for orders is 15 working days from receipt of the order. This lead time is purely indicative, and failure to comply with it shall under no circumstances justify cancellation by the Customer or payment of damages by our Company, nor any penalty, price reduction or extension of payment deadlines in favour of the Customer. This provision applies to any delay in transport, service and/or manufacturing beyond our Company’s control.
(c) All deliveries are made at the Customer’s risk, with the transfer of responsibility taking place when the goods are taken in hand by the carrier (Incoterm Ex-Works). From that moment onwards, the Customer is invited to notify the carrier of any claims, it being understood that such claims must reach our Company within 3 days of the date of receipt of the goods, failing which they will no longer be accepted. Any refusal or return of a delivery made in accordance with the order must be validly justified by the Customer, our Company having first verified the reality of the grievance. (as stipulated in article 6)
Article 5 – Force majeure
Our Company shall not be liable for any failure or delay in performance if:
(i) such failure or delay results from interruptions in the manufacturing process of the Product ;
or
(ii) such failure or delay is caused by a case of force majeure as defined below and/or by law (jurisprudence).
In the event of such failure as defined above, performance of the relevant parts of the Contract will be suspended for the duration of such failure, without our Company being responsible or liable to the Customer for any resulting damage.
Force Majeure” means and includes any circumstances or events beyond the control of our Company – whether or not foreseeable at the time of entering into the Agreement – as a result of which our Company cannot reasonably be expected to perform its obligations, including force majeure and/or the failure of one of our Company’s suppliers. In the event that the Force Majeure continues for a period of three (3) consecutive months (or in the event that the delay is reasonably expected by our Company to continue for a period of three (3) consecutive months), we shall have the right to terminate all or part of the Agreement without any liability to the Customer.
Article 6 – Warranty and return of goods
GIE OCCITANIE GOURMET guarantees the Customer that the products are manufactured and packaged according to strict quality rules, and preserved in accordance with the standards in force in France. However, GIE OCCITANIE GOURMET cannot extend its guarantee on its products if the Customer has not respected optimum storage conditions, or if the Customer has consumed products beyond the best-before date indicated on the packaging.
All products are deemed to be free of hidden and latent defects within three days of delivery. Our company will replace free of charge any product that does not meet the specific conditions set out below.
In the event that the products are considered to have latent and hidden defects, the return of the products referred to herein will be accepted after acceptance by the Buyer and the Seller. The Party concerned will notify the other Party by registered letter with acknowledgement of receipt, or by explicit e-mail within three days of receipt of said products.
Article 7 – Payment
All new business relations, as well as specific orders requiring special production, are subject to 100% payment in advance before the goods are made available.
Then, depending on your financial rating and our commercial negotiations, we are able to consider 30-day payment terms for our customers.
All deliveries of Products agreed by our company are subject to credit approval at all times. Our company reserves the right to request advance payment for each order from any customer considered to be a credit risk.
Our goods are payable in euros by bank transfer. The payment period takes into account transport time and is calculated between the invoice date and the date of receipt of the transfer by our company. A delay in delivery or a complaint does not release the Customer from the obligation to pay the invoice according to the agreed terms. No discount will be granted for early payment, unless agreed in writing.
For any payment exceeding the contractually authorized limits, late payment penalties will be applied based on an interest rate of 5% per annum or the applicable legal rate, whichever is higher and to the extent permitted by applicable law, from the due date until payment in full.
Any such delay is considered a default in payment, justifying suspension of deliveries or delivery against payment of any subsequent order. The non-payment of a single invoice renders all receivables, even those not yet due, immediately payable, ipso jure and without prior notice. The Buyer will only be released from his obligations upon receipt of payment by our bank.
Article 8 – Resolutive clause
In the event of non-payment by the defaulting debtor of the sums due within the agreed payment deadlines, all sales contracted by our Company with the said Customer, even those for which payment is not yet due, and which have not yet been paid, may be cancelled ipso jure, 24 hours after formal notice by registered letter, or by e-mail, which has remained unsuccessful, informing the said Customer of our Company’s intention to avail itself of the present clause. By express agreement, our Company shall be entitled to the immediate recovery of the goods which are the subject of the sale(s). In the event of cancellation, our Company shall also be entitled to a fixed and final indemnity equal to 12% of the sums due to it in respect of the cancelled sales.
Article 9 – Reservation of title
Delivered products remain the property of our company until full payment has been received. In the event of bankruptcy or liquidation, products belonging to our Company must be separated and made available to our Company. Their sale is immediately suspended. The Customer undertakes to allow identification and reclamation of products at all times, it being understood that products in stock are deemed to correspond to unpaid goods.
Article 10 – Limitation of liability
(a) GIE OCCITANIE GOURMET SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF REPUTATION, LOSS OF GOODWILL, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT OR THE SALE OF PRODUCTS OR SERVICES OR THE USE THEREOF, WHETHER OR NOT SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR ANY OTHER LEGAL THEORY – EVEN IF OUR COMPANY HAS BEEN ADVISED OF, OR IS AWARE OF, THE POSSIBILITY OF SUCH DAMAGES.
GIE OCCITANIE GOURMET’S AGGREGATE AND CUMULATIVE LIABILITY TO THE PURCHASER UNDER ANY CONTRACT SHALL NOT EXCEED AN AMOUNT OF TEN PERCENT (10%) OF THE CONTRACT CONCERNED.
(b) Any claim for damages by the Customer must be brought by the Customer within ninety (90) days of the date of the event giving rise to such claim, and any legal action relating to such claim must be filed within one (1) year of the date of the claim. Any claim not presented or filed in accordance with the preceding sentence shall be null and void.
(c) The limitations and exclusions set forth above shall apply only to the extent permitted by applicable mandatory law.
Article 11 – Stock rotation
In order to preserve the image and reputation of the brands distributed by our Company, as well as the quality and performance of the products, the Customer undertakes to sell the products according to the product delivery schedules, the first products delivered being the first to be sold (FIFO rule).
Article 12 – Presentation and delivery of products
Products may only be presented, sold or handed over to the consumer in their original presentation, without modification or alteration. Under no circumstances may they be reconditioned.
Article 13 – Intellectual property
In all circumstances, the Customer undertakes not to denigrate the brands and products of GIE OCCITANIE GOURMET, and not to commit any infringement, unfair competition and/or parasitic act to our detriment. Our Company reserves the right to monitor the Customer’s use of GIE OCCITANIE GOURMET’s trademarks. In this respect, any unauthorized use of the image of our products and/or of the copyrights held by our Company may under no circumstances give rise to remuneration of any kind or in any form whatsoever.
Article 14 – Jurisdiction and applicable law
All disputes relating to the interpretation or performance of any order and these GTC shall be brought before the French court of our registered office and the applicable law shall be French law, including the United Nations Convention on Contracts for the International Sale of Goods.