GENERAL CONDITIONS OF SALE BETWEEN PROFESSIONALS PARIS GASTRONOMY DISTRIBUTION

Transcription

1 GENERAL CONDITIONS OF SALE BETWEEN PROFESSIONALS PARIS GASTRONOMY DISTRIBUTION SA (Company) with a Board of Directors and capital of RCS CRETEIL n Registered Office : 3, rue de la Corderie. CENTRA RUNGIS CEDEX Tel: +33 (0) Fax : +33 (0) contact@parisgastronomy.com ARTICLE 1. PURPOSE The present general conditions of sale define the rights and obligations of the PARIS GASTRONOMY DISTRIBUTION COMPANY (the Seller) and its clients (the Buyer). These conditions shall be applicable to all contracts concluded between the Parties for the sale of the Seller s products, with the exception of particular terms and specifically with regard to Incoterms defined in agreement with the Buyer, and to amendments or modifications made to these general conditions of sale by express written agreement between the parties in the case of a special order. Every service provided by the PARIS GASTRONOMY DISTRIBUTION COMPANY shall thus imply the Buyer s complete agreement to the present general conditions of sale with the exception of those conditions that have been expressly agreed with the Seller. The present general conditions of sale are immediately communicated to every Buyer who requests them, in compliance with Article L , paragraph 1 of the French Commercial Code. ARTICLE 2. CONDITIONS OF SALE 2.1- Conditions of Order Every order, to be fulfilled, shall be submitted in writing or communicated by fax or electronic mail to the PARIS GASTRONOMY DISTRIBUTION COMPANY. Any order made orally, including those made over the telephone, only becomes binding once it has been confirmed in writing the same day by the Buyer. The Buyer shall specify on the order the exact references of the product or products to be ordered, the amount of products ordered, as well as the means of payment (cheque or bank transfer). In the absence of this, the PARIS GASTRONOMY DISTRIBUTION COMPANY shall not be liable for errors that may be made in fulfilling the order (a product that does not match the order, a missing article, etc) Sales are not confirmed until after the express written acceptance of the client s order by the Seller. From that date, every order will be deemed to be firm and definite. 1

2 2.2- Conditions of delivery and receipt of goods Delivery shall be made at the place indicated by the Buyer on the order, or on any other written confirmation, according to the Incoterms chosen by the Parties. The delivery time mentioned when the order is accepted is an indication only and is not guaranteed in any way. As a result, any reasonable delay in the delivery of products shall not allow the Buyer to: - claim damages for interest - cancel the order. The indicated delivery time shall, among other things, be suspended by right by any event outside the control of the Seller and which may delay the delivery. In any event, timely delivery can only take place if the Buyer is completely up to date in respect of his obligations towards the Seller. The Buyer assumes all risk for transportation. The Buyer is expected to check the appearance of products on delivery. With the exception of any concerns felt by the Buyer on reception of the goods, which are specifically communicated in writing and sent by registered post (with confirmation of reception), the products delivered by PARIS GASTRONOMY DISTRIBUTION shall be deemed to conform in quality and quantity to those specified in the order. IMPORTANT NOTE: Our products are not prepared, unless we stipulate otherwise, for retail sale. The requirement to affix labels and other information required by legislation is at the sole charge of the Buyer. ARTICLE 3. PRICE The price of the goods sold is that which is shown in the catalogue at the date of order, with the exception of fruit and vegetables, meat products and fish/seafood, which are calculated according to the market price and the current professional practices. The PARIS GASTRONOMY DISTRIBUTION COMPANY agrees to periodically inform its clients in writing of the market prices of fruit and vegetables, meat products and fish/seafood, so that clients shall be fully informed of the current prices for these products when they submit their order. The prices shall be, at that time, firm and definite. Unless otherwise stated, prices will be quoted in euros, net and calculated before tax. Prices shall not include transport, nor any eventual customs duties and insurance which remain the Buyer s responsibility. 2

3 Particular tariffs may be charged depending on specific arrangements requested by the Buyer, concerning, particularly, terms of delivery. A commercial arrangement shall then be offered to the Buyer by the Seller. The PARIS GASTRONOMY DISTRIBUTION COMPANY reserves the right to modify its prices at any time (with the exception of fruit and vegetables, meat products and fish/seafood, which will be calculated in relation to the market price), while guaranteeing to the Buyer that the price charged will be that in force the day the order was agreed. The Seller will create an invoice; which will be transmitted to the Buyer by electronic mail or other means. The invoice will include the information covered in article L of the French Commercial Code. ARTICLE 4. DISCOUNTS AND REDUCTIONS The Buyer shall be able to benefit from discounts as well as reductions which figure in the tariff of the PARIS GASTRONOMY DISTRIBUTION COMPANY, depending on the size of the order, whether it is a single delivery made to one location, a regular order, or any other criteria the PARIS GASTRONOMY DISTRIBUTION COMPANY uses at the time the order is confirmed and in agreement with the Buyer. ARTICLE 5. DISCOUNT No discount shall be given for cash or advance payment unless this has been expressly agreed. ARTICLE 6. MEANS OF PAYMENT Invoices are payable without a discount within thirty (30) days from the date the invoice was issued, unless other terms are noted on the invoice or have been accepted in writing by the Seller. Settlement of orders is by the following means: - in cash up to 1,000 euros - by cheque - by bank transfer; - by any other legal means of payment providing it has been agreed with the PARIS GASTRONOMY DISTRIBUTION COMPANY. In no case can the payment due to the Seller be suspended or made the object of a reduction or compensation without the written agreement of the Seller. ARTICLE 7. DELAY IN PAYMENT In a case of a delay in payment for all or part of the products delivered, the Buyer will pay the PARIS GASTRONOMY DISTRIBUTION COMPANY a penalty for the delay which shall be equal to three times the amount of legal interest due. The amount of legal interest due shall be that in force on the day of delivery of the products. 3

4 This penalty shall be calculated on the basis of the amount outstanding, and shall run from the due date for payment of the outstanding amount without any formal notice being necessary. As outlined in Article D of French Commercial Code, in the case of a delay in payment, the debtor shall also be rightfully entitled to demand from his creditor a fixed amount of 40 euros by way of compensation for recovery costs. This is in addition to penalties for delay, already covered by the law. Every payment made to the Seller shall be charged against the outstanding amounts, whatever the reason, beginning with the oldest debt. Moreover, default in payment by the due date, entails the right, as a penalty clause, following a formal demand for execution, sent by recorded delivery with proof of receipt, (which remains unanswered) for the Seller to demand the payment of an amount equal to 15% of the outstanding balance. The PARIS GASTRONOMY DISTRIBUTION COMPANY reserves among other things the right to suspend or cancel delivery of orders to the Buyer. ARTICLE 8. REPAYMENT BY ACCELERATION Default in payment of a single invoice by its due date shall provoke the immediate payment of all outstanding sums due by the Buyer and remaining unpaid. ARTICLE 9. CANCELLATION CLAUSE If, during the 15 days that follow the implementation of the «delay in payment» clause, the Buyer has not settled the outstanding amounts, the sale shall automatically be cancelled, and could incur the payment of damages and interest to the PARIS GASTRONOMY DISTRIBUTION COMPANY. The Buyer must reimburse all costs incurred during the recovery of the amounts due, including fees of bailiffs and other members of the legal profession. ARTICLE 10. TITLE RETENTION CLAUSE The PARIS GASTRONOMY DISTRIBUTION owns the goods sold until payment is made in full in cash or cleared funds. In this case, if the Buyer is the subject of receivership or compulsory liquidation, the PARIS GASTRONOMY DISTRIBUTION COMPANY reserves the right to demand, as part of insolvency proceedings, any merchandise sold for which payment has not been received. In the event of non-payment by the due date, the Seller is entitled to demand the return of the goods and resolve the sale as outlined above. Cheques are not considered as payment until they have been cashed and the money is actually received. Up until that time, the clause regarding ownership remains in force. 4

5 These arrangements do not impede the transfer, on delivery, of any risks relating to the products sold. The Buyer undertakes that, until complete payment of the full price, subject to the penalty of the Seller demanding the return of the products, not to transform or incorporate the aforementioned products, nor to re-sell them or pledge or pawn them. ARTICLE 11. FORCE MAJEURE The PARIS GASTRONOMY DISTRIBUTION COMPANY shall not be held responsible for non-execution or delay in execution of any of the above mentioned obligations described in the general conditions of sale arising as a result of force majeure. In this context, force majeure means any external event, unforeseen and overwhelming in the sense of article 1148 of France s Civil Code. ARTICLE 12. APPLICABLE LAW AND COMPETENT JURISDICTION These general conditions of sale shall be governed by French law. Products offered for sale meet the requirements of French legislation. It is up to the Buyer to check with appropriate local authorities the possibility of using the products he or she wishes to order: the PARIS GASTRONOMY DISTRIBUTION COMPANY shall not be held responsible if the products do not meet the legal requirements of a country where they are delivered. Any litigation relating to the interpretation and execution of these General Conditions of sale shall be the exclusive jurisdiction of the Commercial Court of Paris. Signed in Date Read and Approved Signature and official stamp 5