General terms and conditions of sale – Applicable from 1 January 2022
These general terms and conditions of online sale (hereinafter the ‘T&Cs’) constitute the sole basis for commercial negotiations. They govern all seafood product sales, whether live or dead, fresh or frozen, salt-cured, preserved or not preserved, and in whatsoever packaging (hereinafter the ‘Product’ or ‘Products’) by all companies directly or indirectly owned by Océalliance (hereinafter the ‘Supplier’).
They supersede all other documents held by the customer (hereinafter the ‘Customer’), including all general terms and conditions of purchase communicated before or after these T&Cs, which have not been expressly agreed to in writing by the Supplier.
By entering into any commercial relationship with the Supplier, the Customer is deemed to have unconditionally agreed to these T&Cs.
Article 2: Orders
Orders may be placed with the Supplier by any means (telephone, email, etc.).
Orders placed with the Supplier are binding on the Customer and cannot be cancelled or modified, unless the Supplier agrees to it.
The availability of the ordered Products is subject to various uncertainties, including those involved in the fishing industry, and the Supplier cannot guarantee to the Customer that all ordered Products can be delivered. If a Product is not available, the Supplier reserves the right to offer another Product of similar quality. The sole fact of the Supplier starting to process the order is deemed to be agreement to that substitution.
The Supplier reserves the right to require written confirmation (email or other) from the Customer of its initial or additional order.
Article 3: Customer’s prior obligation
Before placing their first order, each Customer agrees to return a duly completed and signed form to open an account, which contains their unconditional agreement to these T&Cs, of which a copy has been provided to them, along with a K-Bis extract (company registration certificate) dated less than three (3) months ago, a RIB (bank detail slip), and a direct debit authorisation for paying the invoices issued by the Supplier.
In the event that the details entered on this form change, the Customer will inform the Supplier as soon as possible and within eight (8) days of that change.
The Supplier is completely free to refuse to open an account for any Customer submitting that request. The Supplier is not required to justify its refusal to open an account. In any case, the Customer cannot use the fact that an account was not opened as justification for refusing to perform their obligations in relation to an order accepted and/or executed by the Supplier.
Article 4: Price
The price of Products varies daily depending on that day’s prices. Products prices are invoiced in euros exclusive of tax at the current price on the day the order is placed. For Products delivered in France, the TVA (value-added tax) in effect on the day of the order is applied to the prices. Depending on the Product delivery chosen, the price may be carriage paid or payable.
Article 5: Payment
In accordance with the provisions of Article L.441-11, II, 1° of the French Commercial Code, and Order 2021-859 of 30 June 2021, the price is payable within a maximum of thirty (30) days from the delivery date, by bank transfer, cheque or direct debit. The exception is for 10-day billing periods, where the price is payable within a maximum of thirty (30) days of the 10-day billing invoice date.
No discount is granted to Customers for early payment.
The Supplier has the right to seek financial information about the Customer’s situation and/or request securities from the Customer if it deems that to be necessary in order to ensure the payment commitments will be upheld. If the Customer refuses to provide that information or security, or has an unstable financial situation, the Supplier has the right to cancel all or part of any current orders or require cash payment for any current and/or future orders.
Article 6: Late payment and non-payment
If payment is not made by the due date, late interest of six percent (6%) will automatically and immediately be applied to the full amount due.
Late fees are payable as of right, with no reminder required. This provision continues to apply even in the event of business closure, safeguard procedures, receivership, and court-ordered liquidation, as well as in the event of the Customer’s business assets being sold.
Failure to pay by the due date will also result in a fixed penalty fee of forty euros (€40) being automatically and immediately applied for debt recovery costs. This fixed fee is in addition to the late fees, but is not included in the late fee calculation. This fee is payable for each late invoice.
In addition, under the penalty clause, amounts recovered through litigation due to the Customer’s non-payment will, in addition to the late penalties, have a fixed penalty fee applied of twenty percent (20%) of the total of all payable amounts, including principal and interest, without prejudice to any other request.
If an invoice is not paid by its due date, the Supplier may suspend the delivery of current orders without informing the Customer and reject all new orders.
Similarly, if an invoice is not paid by its due date, all other current invoices will immediately fall due and be payable to the Supplier.
No payments may be withheld in order to claim any compensation or discount (of applied penalty fees, for example) or to justify any refusal by the Customer, including in the event of alleged late delivery and full or partial Product defects, without the prior written agreement of the Supplier and without the Supplier being able to check the truth of the alleged issue.
Article 7: Delivery
The Products are packaged by the Supplier according to industry standards. Products are delivered either carriage paid or payable according to the agreement with the Customer.
Returnable transport packaging (hereinafter ‘RTP’) must be returned by the Customer to the Supplier as soon as possible, using the Supplier’s carrier, with the latter’s agreement or at the Customer’s cost. The number of delivered RTP units is stated on the invoice for the Products in question. Each time the Customer returns RTP, this must be stated on a delivery slip. Any dispute regarding the quantity of RTP units received must be communicated to the other party within twenty-four (24) hours of receipt. The Supplier will produce a twice-yearly report on the despatched and returned RTP, and may invoice the Customer for any RTP units more than one (1) month overdue.
Article 8: Delivery times
Delivery times are indicated as accurately as possible when they are placed but may be affected by supply and transport options.
In any case, no delivery issues or delays give the Customer the right to cancel the sale, refuse to accept the Products or claim any compensation whatsoever. The Customer must make all necessary arrangements to enable the Supplier to meet its delivery time slots/time frames, of which the Supplier will have already informed the Customer. The Supplier is freed from any obligation as of right if the Customer has not made the necessary arrangements.
Article 9: Issues and returns
When the Customer receives the delivery, they must notify the carrier within seventy-two (72) hours by registered mail of any issues and send the Supplier a copy of that notification, and must take all necessary measures to protect its rights in accordance with Article L 133-3 of the French Commercial Code.
When the Customer visits the Supplier’s site to place an order and/or take delivery of the Products, they agree to check the quantity and quality of the purchased Products on site. When the Products are collected, the Customer assumes all risk for those Products, the delivery is deemed to be unconditionally accepted, and the Customer waives any right to lodge a dispute for non-compliant Products.
Without prejudice to the measures the Customer must take regarding the carrier, in order for any complaint about the quantity or quality of the delivered Products to be admissible, the complaint must be communicated upon delivery to the Supplier by telephone, then confirmed in writing (fax or email) within twenty-four (24) hours for fresh and cooked Products, twelve (12) hours for live Products, and forty-eight (48) hours for frozen Products, from the time those Products are received.
After that time, the delivery will be deemed compliant and cannot give rise to any complaint about non-compliance. Each complaint is studied by the Supplier’s sales manager, who has the sole authority to decide if it is justified and under what conditions the Products can be exchanged or returned and a credit note issued. No Products may be returned without the Supplier’s prior written consent.
In any case, to return or exchange a Product it must be given back in perfect condition and in its original packaging. The return of some delivered Products does not exempt the Customer from performing their obligations, in particular the obligation to pay invoices by the due date.
Article 10: Retention of ownership
The Supplier retains ownership of the sold Products until full payment of the sales price plus any interest, fees, taxes and other costs has been received, with payment only being deemed final once it has been received and cashed.
Failure to pay by the due date may give rise to the Supplier reclaiming the Products, without prejudice to any other actions it may have the right to take against the Customer.
Until full payment is made, the Customer may freely make use of the Products sold by the Supplier within the scope of its normal business operations. If Products are on-sold but not yet fully paid for, the Supplier has resale rights over the Products’ resale price.
Article 11: Transfer of risks
The transfer of all types of risks occurs when the Products are provided to the carrier or when they leave the Supplier’s warehouses. Regardless of the shipping conditions, the Products always travel at the Customer’s risk and the Customer is responsible for protecting their rights with regard to the carrier, who is solely liable for any delays, theft, damage or loss of the Products during shipment.
Article 12: Warranty
The Supplier will take the utmost care in fulfilling the order and ensuring the quality of the Products. If a faulty Product is acknowledged by the Supplier, the latter’s obligation is limited to replacing or refunding the faulty Product, with no other compensation provided. Excluded from the warranty are defects and damage that do not fall under the Supplier’s obligations and that result from storage, handling, transport or use in abnormal conditions or conditions that do not comply with the nature, instructions, and suitability of the Product.
In any case, the Supplier’s liability is limited to the amount charged for the Products and expressly excludes any damages other than direct damages.
Article 13: Force Majeure
The parties cannot be held liable for a failure to perform or a delay in performing any one of their obligations, as set out in this document, due to a Force Majeure event as defined in Article 1218 of the French Civil Code, including strikes, bad weather, protests, and all other events affecting conditions for the shipment and transport of goods. If there is a temporary impediment lasting less than forty-eight (48) hours from the order time, performance of the obligation will be suspended for that time. If the impediment lasts longer than forty-eight (48) hours, the contract will be automatically terminated and the parties freed from their obligations.
Article 14: Personal data
In order to manage their business relationships, including accepting orders and handling any complaints, each party processes the data of the other party and that data may relate to individual people, including the full names and email addresses of employees tasked with managing the business relationship.
The parties agree to process the personal data in accordance with the law, namely the French Data Protection Act of 6 January 1978 and the EU Regulation 2016/679 on the protection of individuals in relation to the processing of personal data and the free movement of that data (General Data Protection Regulation - GDPR). The parties will require all service providers processing those personal data on their behalf to uphold these obligations.
The processed personal data will be stored by the parties for the period required in order to properly manage the business relationship.
The rights of the data subjects over their personal data, being the right to access, the right to request rectification and erasure and, if applicable, the right to portability, to object, and to restrict processing, may be exercised by sending an email to the other party’s head office as indicated at the top of this document, along with proof of the data subject’s identity.
If they deem that the processing of their personal data does not comply with current regulations, the data subject may lodge a complaint with the relevant supervisory body in France, being the CNIL (the French National Commission for Information Technology and Civil Liberties).
Article 15: Applicable law – Language
All orders are governed by French law. The original T&Cs are written in French. The English version is provided for your information; however the French version shall take precedence in the event of a dispute.
Article 16: Jurisdiction
In the event of a dispute or challenge involving these T&Cs, the relationship between the parties, or the Product range or sale, the parties will first seek an amicable resolution. Any dispute or challenge that has not been amicably resolved within one (1) month, under the terms of the previous paragraph, will be subject to the exclusive jurisdiction of the courts of commerce for the Supplier’s head office region, including in the event of summary proceedings, injunction on application without notice, multiple respondents, ancillary claim, or third-party recourse.