General terms and conditions of sale

I. - Scope of the general terms and conditions of sale

The present general terms and conditions of sale apply automatically to all sales of EQUACACAO products.

The sale is deemed concluded on the date of acceptance of the order by the Seller.

Prior to this date, the present terms and conditions of sale were made available to the Buyer, as referred to in Article L. 441-6 of the French Commercial Code.

Any order implies unreserved acceptance of these general conditions of sale which prevail over all other conditions, except those expressly accepted by the Seller.

II. - Ordering

Any order, to be taken into account, must be placed in writing or communicated by e-mail to the Seller's head office located at 41 rue Honoré de Balzac 53940 SAINT BERTHEVIN (France).

The acceptance of the order by the Seller results from the establishment and the sending of the invoice. As of its reception by the Seller, any order is considered firm and final.

Effective January 31, 2020, the following conditions will apply:

Payment is made according to the total amount of the invoice including VAT.

It must be paid by bank transfer upon signature of the purchase order for cash payments and advance payments.

The balance is to be paid by bank transfer on receipt of invoice.

III. - Delivery

Except for special conditions specific to the sale, the delivery will be made by putting the ordered products at the disposal of the Seller's main store, within 15 working days from the receipt by the Seller of a valid order, unless another deadline is agreed upon when the order is placed.

The packaged products may not be delivered in quantities smaller than those indicated on the packaging unit in the price list. A maximum tolerance of 5%, plus or minus, has been agreed for the difference between the quantities stipulated in the contract and those actually delivered.
Regardless of the terms of the sale, the reference weight is determined by the weighing performed at the seller's or his service providers' premises.

The risks of the ordered products are borne by the Buyer as from the said delivery. The delivery time is given as an indication and without guarantee.

Exceeding this period shall not give rise to any deduction or compensation.

However, the Buyer who has not been delivered on the given indicative date may cancel all or part of his order 8 days after a formal notice that has remained unfruitful.

The costs and risks associated with the delivery of the products are the exclusive responsibility of the Seller.

From the moment of delivery, the risks of the products are transferred to the Buyer.

In addition, the period indicated is automatically suspended by any event beyond the control of the Seller and resulting in a delay in delivery.

In this respect, it is specified that the following are considered to be cases of force majeure which relieve the seller of all responsibility: look-out, total or partial strikes affecting either supplies, or production, or shipments by the seller, accidents, floods, fires, any forced reduction in the seller's production, lack of transport equipment or delays attributable to the carriers, as well as the actions of third parties and any administrative obstacles.

In any case, delivery within the time limit can only take place if the Buyer is up to date with all his obligations towards the Seller.

If the customer does not comply with the payment conditions for previous deliveries, the seller is released from any obligation to deliver on time until the conditions have been met again, if there is still time.

If the buyer refuses to take delivery, the seller reserves the right to demand the judicial cancellation of the sale, and damages amounting to at least the contractual value of the goods.

IV. - Receipt of products

The Buyer will take receipt of the ordered products at the Seller's warehouse, upon delivery of the products.

In case of transport, the Buyer shall bear the costs and risks of transporting the sold products after their delivery.

It is the responsibility of the recipient to check with the greatest care upon arrival the condition and quality of the goods, their conformity to the delivery note and the order acknowledgement, as well as the absence of apparent anomalies.

As the transport and trucking companies are solely responsible for damage, loss, etc., en route, it is up to the recipient to assert his rights against the carrier(s). In the event of a problem, the Buyer must take the time to examine the condition and quantity of the goods delivered in the presence of the carrier and must make precise reservations on the transport note or the consignment note.

The Buyer must also verify upon receipt that the products delivered conform to the products ordered and that there are no apparent defects.

If no complaint or reservation is formulated by the Buyer by registered letter or by extra-judicial act within three days of the date of receipt of the products, the said products can neither be taken back nor exchanged, in application of the provisions of article 1642 of the French Civil Code.

In case of apparent defect or non-conformity of the delivered products to the ordered products noted by the Buyer on the day of reception, the Seller is obliged to replace the delivered products by new products identical to the order, excluding all damages.

The costs incurred by the return and delivery of the new products are the exclusive responsibility of the seller.

V. - Price

1 - Prices - Except for special conditions specific to the sale, the prices of the products sold are those appearing in the Company's price list in force on the day of the order.

These prices are, at this date, firm and definitive.

They are expressed in legal currency and are stated inclusive of all taxes, including packaging.

All duties, taxes and levies, including customs duties on the ordered products are to be paid by the buyer.

Any transport costs are payable by the buyer.

2 - Terms of payment - Unless other terms are expressly provided for in the special conditions, the sale price is payable within 30 days from the date of issue of the invoice, net and without discount by bill of exchange or for advance payment.

Under no circumstances may payments due to the Seller be suspended or be subject to any reduction or set-off without the written consent of the Seller.

In the event of non-payment on the due date, penalties equal to the semi-annual key rate (Refi rate) of the European Central Bank (ECB), in force on 1 January or 1 July depending on the date of the order, increased by 10 points: i.e. 10.05%. They will be applied as from the day following the date of payment indicated on the invoice or, failing this, the 31st day following the date of receipt of the goods or the end of the performance of the service.

Late payment penalties are payable without the need for a reminder.

Pursuant to Article D. 441-5 of the French Commercial Code, in the event of late payment, the debtor shall be liable to the creditor, in addition to the late payment penalties already provided for by law, for a fixed indemnity for collection costs of 40 euros.

Any payment made to the Seller shall be applied to the sums due, regardless of the cause, beginning with those due the earliest.

In the event of non-payment of the price on the due date, the Seller may automatically terminate the sale, 7 days after a formal notice has remained without effect, without prejudice to any damages that may be claimed by the Seller.

In the event of a deterioration in the financial situation of the buyer (payment incident, amicable procedure for the settlement of company difficulties, seizures of any kind, existence of a dispute of a certain financial importance, pledging of the business) and also in the event of the dissolution of the buyer's company, death or incapacity of the latter, the seller reserves the right, even after partial execution of an order, to suspend or cancel the orders or contracts in progress or to demand guarantees

Such circumstances shall render all claims of the Seller against the Buyer due and payable immediately, including those which have not yet fallen due as originally agreed.

No complaint by the buyer can lead to the suspension of the payment of invoices.

3 - Invoicing - The Seller shall issue an invoice in duplicate upon receipt of the order, one of which shall be delivered to the Buyer on the same day.

The invoice shall mention the information referred to in Article L. 441-3 of the French Commercial Code.

VI. - Reservation of ownership

The products are sold under reserve of property.

The Seller retains ownership of the products until full and effective payment of the price by the Buyer.

In the event of non-payment on the due date, the Seller may reclaim the products and terminate the sale, as specified above.

Cheques and bills of exchange are not considered as payments until they are actually cashed.

Until this date, the retention of title clause shall remain in full force.

These provisions do not prevent the transfer, upon delivery, of the risks of the products sold.

The Buyer undertakes not to transform or incorporate the said products, nor to resell them or pledge them, until full payment of the price, under penalty of immediate reclamation of the products by the Seller.

VII. - Warranty

The products sold are covered by the legal guarantee of hidden defects, in the sense of Article 1641 of the Civil Code.

However, if he alleges one or more hidden defects, the buyer must be able to demonstrate that the goods have been treated and stored in accordance with the seller's instructions and the health and hygiene regulations in force. The hidden defect(s) of the goods must be reported to the seller by registered letter with acknowledgement of receipt, within three days of their manifestation. The hidden defect(s) must be observed by both the seller's and the buyer's representatives. The seller's guarantee is limited to the replacement of the goods he has delivered.

Under no circumstances may damages be claimed from the seller for loss of profit, commercial loss or other indirect loss such as loss of material, operating loss, or compensation for delay.

In any case, the buyer can only invoke the guarantee when he has fully performed his obligations towards the seller, in particular his payment obligations.

The return of the goods can only take place after the agreement of the seller.

VIII. - Applicable law and jurisdiction

The present general conditions of sale will be governed by French law.

Any dispute relating to the interpretation and execution of sales of products will be the exclusive jurisdiction of the Commercial Court of LAVAL (FRANCE).

The Seller elects domicile at the address mentioned in the order.