General Sales Terms and Conditions of SAS GROUPE OCÉALLIANCE, stock company with a capital of EUR 1 182 321, registered with RCS NANTES under no. 534 101 332, with its registered office at 3 Impasse Charles Trénet –Saint Herblain ( 44800, France, pursued and instructed by its legal representatives, domiciled in this capacity at said headquarters.
Hereinafter the “Supplier”
The Supplier: the capacity of Supplier is held by any company, in any form, owned directly or indirectly by the company Océalliance.
The Client is the natural or legal person proposing to enter into a contract with the supplier.
The Product(s): any seafood products, living or otherwise, fresh or frozen, salted, preserved or otherwise, in any form of packaging, as ordered by the client.
Article 1: Purpose of the General Conditions of Sale
These General Conditions of Sale govern the sale of any Product marketed by the Supplier.
They apply to any order, purchase order, picking slip, delivery note, invoice, account request, and in general any contractual or pre-contractual commercial relationship.
They take precedence over any other document produced by the Client, and particularly over any general purchasing conditions.
Any contractual or pre-contractual commercial relationship with the Supplier implies unreserved compliance with these General Conditions of Sale.
Article 2: Formation of the contract
In general, and excluding different usage agreed with the Client, orders are sent by any means (telephone, fax, email, etc.) to the Supplier.
Orders sent to the Supplier cannot be revoked by the Client without written approval from the Supplier.
Given that the availability of the Products ordered is subject to various hazards, and particularly fishing hazards, the Supplier cannot guarantee the Client that it will be possible to deliver any Product ordered by the Client. If a Product is unavailable, the Supplier reserves the option to propose a Product of similar quality.
The Supplier reserves the right to ask the Client for written confirmation (by fax, email or in any other form) of its initial or additional order.
Article 3: Client’s prior obligations
Before making a first order, every Client must return, duly completed and signed, the Supplier’s account request form containing unreserved acceptance of these General Conditions of Sale (a copy of which has been sent to them), accompanied by a K-Bis (company registration) certificate from within the last three months and bank details plus direct debit authorisation to allow the payment of invoices issued by the Supplier.
If the information provided on this form should change, the Client shall undertake to inform the Supplier as soon as possible and at the latest within eight (8) days of the change. The Supplier is entirely free to refuse to open an account for any Client requesting one. The Supplier is under no obligation to justify its refusal to open an account.
Article 4: Price
Products are therefore charged at the tariff in force on the day the order is taken.
Products are sold in euros, excluding taxes. According to the choice of Product delivery, the tariff is understood to be carriage forward or carriage due.
Article 5: Payment of the price
The price is payable thirty (30) days from the 10th, 20th or 30th day (whichever most closely follows the delivery date) of the month in which delivery is made.
Four payment methods are accepted by the Supplier:
- Bill of exchange (accepted and not accepted)
- Direct debit
No discounts will be given to the client in the event of early payment.
The Supplier is entitled to obtain financial information about its situation from its Client and/or to request, where necessary, the guarantees it deems necessary to ensure the proper execution of the commitments made. The Client’s refusal to comply, or a delicate financial situation, shall then give the Supplier the right to cancel all or part of the outstanding orders or to request cash payment for outstanding and/or future orders.
Article 6: Discounts and rebates
The Client can benefit from discounts and/or rebates, according to the quantities purchased or delivered by the Supplier at one time and in one place, or according to the frequency of its orders.
Rebates will be paid in the form of a credit note produced by the Supplier, on the express condition that all overdue invoices have been settled by the Client on the reporting date, and subject to the application of all terms of these general conditions. It is not possible to offset a credit note with the amount of previous invoices.
No discount or rebate constitutes an acquired right for the Client, regardless of what discounts or rebates have previously been granted and, in particular, how many or their importance. The fact that the Supplier has granted one or more discounts/rebates cannot be interpreted by the Client as use that can be made in the event of future orders.
Article 7: Late payment and non-payment
Failure to pay by the due date will generate the immediate and automatic right to late payment interest equal to seventeen per cent (17%) applied to the amount (inc. taxes) of the sums due.
Penalties for late payment will be payable automatically with no need for any reminders. This provision will remain applicable particularly in the event of ceasing activity, receivership, compulsory liquidation, or even in the event of the sale of the client’s goodwill. This provision will also apply in the case of safeguards.
Failure to pay by the due date will also generate the immediate and automatic right to a flat fee of forty (40) euros in recovery fees. This fixed fee is added to the late payment penalties, but is not included in the database for calculating penalties. This indemnity is due for each invoice paid late.
In addition, as a penalty clause, the sums recovered through litigation in the event of the Client’s default are increased, in addition to interest on delayed payments, by a fixed penalty of 20% of the total amount of the sums due, without prejudice to any other requests.
In the event that an invoice has not been paid by its due date, the Supplier may suspend, with no obligation to inform the Client, the delivery of previous orders or orders that have not yet been dispatched.
Similarly, non-payment of an invoice by its due date, for deliveries that have already been made, shall entail the early repayment of any corresponding invoices not yet due.
Article 8: Delivery
The Supplier ensures the best possible packaging for the Products.
The delivery of Products is made according to the agreement with the Client, carriage forward or carriage due.
Article 9: Delivery periods
Delivery periods are given as precisely as possible when the order is taken but are dependent on the possibilities for provision and transportation.
In any case, delay or default in the delivery does not authorise the Client to cancel the sale, to refuse the Products or to claim any compensation whatsoever.
The Client has an obligation to take all measures to allow the Supplier to comply with its delivery periods/times. The Supplier will automatically be released of any commitments if the Client has not taken the necessary measures.
The Supplier is not liable for delays caused by external events, whatever the reason, such as strikes, bad weather, demonstrations or other events affecting the conditions for the provision and transportation of goods.
Article 10: Reserves / Returns
Upon receipt of the delivery, it is the Client’s responsibility to inform the transporter of any reservations within the required time (with a copy to be sent to us) and to take all necessary measures to safeguard its rights, in accordance with article L133-3 of the commercial code. If no reservations are expressed, the Products will be considered accepted by the Client. In the event of delivery in absence, the Client shall undertake to provide its reservations in writing, immediately and directly, to the Supplier.
When the Client comes to make an order and/or take delivery of the Products on the Supplier’s platform, it undertakes to carry out on the spot checks on the quality and quantity of the Products purchased. Collection constitutes the outright acceptance of the delivery and the waiver of any remedy for non-compliance.
Without prejudice to the provisions to be taken by the Client with regard to the transporter, for it to be admissible, any claim relating to the quantity or quality of the Products delivered must be reported to the Supplier by telephone upon receipt, then confirmed in writing (by fax or email) at the latest within twenty-four (24) hours of receipt.
Beyond this period, any delivery shall be considered compliant and can no longer give rise to any claim for non-compliance.
Each claim is analysed by the Supplier’s sales manager, who is the only person authorised to decide whether it is fair and under what conditions the Products can be exchanged or returned giving rise to a credit note. No product can be returned without prior written agreement from the Supplier.
In any case, returning or exchanging a Product assumes that the Product is returned in perfect condition and in its original packaging. Returning part of the Products delivered does not exempt the Client from its obligations and in particular from paying invoices by their due date.
Article 11: Retention of title
Full ownership of the products marketed is transferred to the Client on the day that full payment of the price is made. Failure to pay by any one of the due dates may lead to the Products being reclaimed. Any advance paid by the Client will remain in the possession of the Supplier as lump-sum compensation. Without prejudice to any other action it may be entitled to take against the Client as a result of this.
Whilst awaiting the full payment of the price, the Client may freely use the Products marketed by the Supplier in the normal course of its business. In the event of the resale of a Product that had not been fully paid for, the Supplier shall have resale rights to the resale price of the Products.
Article 12: Transfer of risks
The transfer of risks of any kind is made at the time the Products are made available to the transporter or when they exit our warehouses. Whatever the shipping conditions, the Products always travel at the risk of the Client responsible for protecting its rights with regard to the transporter, solely liable in the event of delay, theft, damage or loss of Products en route.
Article 13: Guarantee
The Supplier will take the utmost care regarding the execution of the order and the quality of Products. In the case of defects acknowledged by the Supplier, the latter’s obligation will be limited to replacing or reimbursing defective quantities, with no other indemnity. The guarantee excludes defects and damage resulting from storage, maintenance, transportation or use under unusual conditions or conditions which do not comply with the Product’s nature, requirements or suitability for use.
In any case the Supplier’s liability is limited to the amount of the Products invoiced.
Article 14: Force majeure
The parties cannot be held liable if the non-performance or delayed performance of any one of their obligations, as described in these General Conditions, arises from an event of force majeure, pursuant to article 1218 of the civil code.
Article 15: Applicable law
These conditions cancel and replace the previously applicable conditions.
Any contractual relationship between the Supplier and the Client on the basis of these General Conditions of Sale or in relation to the same will be governed by French law.
Article 16: Jurisdiction
Any dispute arising from the conclusion, execution, termination or cancellation of a contract entered into in application of these General Conditions of Sale or in relation to the same will be heard, subject to appeal, by the Commercial Court of the city where the Supplier’s head offices are located, the authority of which is expressly recognised by the parties.