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”
Supplier: the role of supplier is held by Océalliance or any company of any form that is directly or indirectly owned by Océalliance.
The Customer is the natural or legal person proposing to enter into a contract with the Supplier.
Goods: any sea product, whether living or not, fresh or salted, preserved or not, regardless of its packaging, which is the object of the customer’s order.
General terms and conditions of sale
These terms and conditions govern the sale of any product sold by the Supplier.
They apply to any order, purchase order, purchase order preparation, delivery note, invoice, account opening, and generally any contractual or pre-contractual business relationship.
Any contractual or pre-contractual business relationship with the Supplier implies unconditional acceptance of these terms and conditions, supplemented or adjusted with any special conditions of the Supplier. The special conditions shall always prevail over the general conditions. Any conflict or difference between the general and specific conditions will be resolved through the application of the special conditions, which shall render ineffective any clause to the contrary that may appear in the business documents.
In general, and apart from different uses in accordance with the customer, orders are placed by telephone with the Supplier every day from Monday to Friday from 7:00 a.m. to 7:00 p.m. They may also be placed on Saturday from 7:00 a.m. to 12:00 noon. Restaurant and catering orders can be placed from 11:00 p.m. to 2:00 a.m. depending on product availability.
Except for restaurant and catering orders, the Customer has the option to change or cancel his/her order during the day up to 7:00 p.m. Passed this time, the order shall become binding and the sales contract is final.
Given that the availability of the products ordered is subject to various risks, including that of fishing, the Supplier cannot guarantee to the Customer that all of the products ordered will be delivered to him/her. Moreover, the Supplier reserves the right to replace an unavailable product with a product similar in quality, without the Customer being able to dispute its compliance.
The Supplier reserves the right to request written confirmation from the Customer (fax, email or otherwise) of his/her initial or additional order.
Transfer of ownership / transfer of risk
Full ownership of the products sold is transferred to the Customer on the date of full payment.
Pending full payment, the Customer can use freely the products sold by the Supplier as part of its normal business operations. If the product not paid in full is resold, the Supplier shall have a resale right on the resale price of the products.
The transfer of risk of any kind is made upon issuing the delivery note.
The goods are invoiced at the price in effect at the date the order is placed.
The products are offered for sale in euros, excluding taxes and delivery charges.
Payment of the price
The price is payable thirty (30) days after the end of the 10-day week.
Three payment methods are accepted by the Supplier:
- Bank transfer
- Bill of exchange prepared directly in the bank
No discount is granted to the Customer for advance payment.
The Supplier is entitled to ask the Customer for any guarantees it deems necessary to ensure the proper execution of commitments. Where the Customer refuses to meet this request, the Supplier shall be entitled to cancel all or part of the orders.
Allowances and rebates
Rebates shall be paid in the form of credit notes issued by the Supplier, on the express condition that all outstanding invoices have been paid by the Customer at the date of the financial statements, and subject to all of these terms being complied with. No compensation shall occur between a credit note and the amount of previous invoices.
No discount or rebate shall constitute a vested right for the Customer, regardless of any allowances or rebates previously granted and whatever their amount. Where the Supplier grants one or more allowances, this shall not be interpreted by the Customer as a use which may be available for future orders.
Late and non-payment
Failure to settle payments due shall result in the immediate application of a default interest equal to three times the legal interest rate in effect at the due date being applied to the amounts due VAT incl.
Late payment penalties may be applied without any reminder being necessary. In particular, this provision shall apply in the event of cessation of activity, receivership or compulsory liquidation, or sale of the Customer’s business assets. This provision shall also apply as a backup.
Failure to settle payments due shall result in the immediate application of a lump sum of forty (40) euros in recovery costs. This lump sum is in addition to late fees, but is not included in the base amount for calculating penalties. This compensation is due for each invoice paid late.
Moreover, pursuant to Article 1126 of the French Civil Code, the amounts recovered by means of litigation in the event of a failure by the Customer, will be in addition – plus interest at the legal rate – to a fixed penalty of 15% of the total amount due without prejudice to any other request.
Product packaging is best achieved by the Supplier.
Products are delivered:
- to mainland France and EU countries, according to Incoterm DAP, CCI version 2010:
The seller must deliver the goods by making them available to the buyer on the means of transport, ready for unloading at the agreed place, where specified, and on the agreed date or within the agreed timeframe. The seller assumes the risks associated with moving the goods to their destination
- for countries outside of the European Union and overseas French territories according to Incoterm DAT, CCI version 2010:
The seller has duly delivered the goods when they are made available to the buyer at the designated airport terminal in the port. The seller assumes the risk associated with moving the goods and unloading them at the port terminal or agreed place of destination
Products are delivered:
- in mainland France the day after the order, within a time slot agreed with the Customer in the days and hours worked.
- outside mainland France, following a delivery date established by the Supplier as precisely as possible in the purchase order.
In any case, a delay in delivery does not entitle the Customer to cancel the sale, to refuse the goods or to claim any compensation whatsoever.
The Customer shall be required to make all necessary arrangements to allow the Supplier to meet its delivery timeframes/schedules. The Supplier shall be released from all commitment where the Customer has not made the necessary arrangements.
The supplier is not responsible for delivery delays which are due to external events, whatever their cause, including strikes, weather, protests or any other events affecting the conditions of routes and transportation of goods.
Reservations / Returns
Upon receipt of the delivery, it is up to the Customer to make all reservations with the carrier within the required timeframes, and take the appropriate action to safeguard his/her rights, in accordance with Article L133-3 of the French Commercial Code. If a delivery is missed, the Customer agrees to promptly specify his/her reservations by writing to the Supplier.
Where the Customer himself/herself comes to order and/or receive the delivery of goods at the Supplier’s platform, he/she shall undertake to check the quality and quantity of the products purchased on the spot. Collecting the goods shall be deemed as pure and simple acceptance of the delivery and as a waiver of any claims for non-compliance.
In order to be admissible, all claims on the quantity or quality of products delivered must be notified to the Supplier, confirming receipt of the message via telephone, and then in writing (fax or email) no later than eight (8) hours from receiving fresh goods, and twelve (12) hours for salted or frozen products.
After this time, any delivery is considered to be compliant and cannot give rise to any claim for non-compliance.
Every complaint is reviewed by the Supplier’s sales manager who is solely entitled to decide whether it is justified and the conditions under which the products can be exchanged, returned or result in the issuance of a credit note. No product may be returned without the prior written consent of the Supplier.
In any event, the return or exchange of a product implies that it is returned in perfect condition and in its original packaging. The return of part of the delivered products does not release the Customer from his/her obligations, in particular, to pay the invoices due.
Prior obligations of the Customer
Before making any first order, every customer must return – duly completed and signed – the Supplier’s account opening form containing the unconditional acceptance of these general terms and conditions of sale, who is given a copy, together with a K-Bis form (company registration certificate) not older than three months, as well as a bank account number and a debit authorisation for the payment of invoices issued by the Supplier.
In the event of any changes to the information entered on this form, the Customer shall undertake to inform the Supplier as soon as possible and within eight days of the change.
The Supplier shall remain entirely free to refuse to open an account to any requesting customer. The Supplier is not required to justify its refusal to open an account.
The Supplier shall take the utmost care in executing the order and in the quality of products. In the event of a defect recognised by the seller, the obligation of the latter is limited to replacing or refunding the defective quantities, without further compensation. The guarantee excludes defects and damage resulting from storage, handling, transport or use under abnormal conditions or which is non-compliant with the nature, requirements and suitability for use of the product.
In any event, the Supplier’s liability is limited to the amount of the invoiced products.
In the event of failure to settle payments due, even partially, and forty-eight (48) hours after notice has been given, the sale will be automatically cancelled by the Supplier, who may request that the products be returned without prejudice to all other damages and interest.
In this case, the Customer will pay all legal costs, as well as any costs in connection with any claim.
In the case of non-payment of an invoice by the due date, the Supplier may suspend – without having to inform the Customer – the delivery of subsequent orders or those not yet shipped.
Similarly, non-payment of an invoice by the due date, for deliveries already made, shall lead to the acceleration of all relevant invoiced not yet due.
Such acceleration applies to all amounts due, including interest and late penalties of any kind, as well as recovery fees.
In the event of a dispute, regardless of the subject and court of jurisdiction, the Customer shall be required – in the event that he/she is the losing party – in addition to the amount of the sentence imposed on him/her, to pay a sum of EUR 1,200 to cover the other costs referred to in Article 700 of the Code of Civil Procedure.
These terms and conditions supersede the previously applicable conditions.
Any contractual or pre-contractual relationship between the Supplier and the Customer, on the basis of these general terms and conditions or in connection therewith, shall be governed by French law.
Any dispute resulting from the conclusion, execution, termination or cancellation of a contract concluded under these general terms and conditions or in connection therewith, shall eventually be ruled over by the Trade Court of BORDEAUX to which the parties expressly confer jurisdiction.