Terms and conditions
ARTICLE 1 - Scope of agreement
Pursuant to Article L 441-1 of the French Commercial Code, these General Sales Terms form the sole basis for the business relationship between the parties.
Their purpose is to set out the terms and conditions under which FRANCE POULTRY SASU provides professional buyers (hereafter referred to as the "Buyer(s)") on request through direct contact, by letter or email, with the poultry or poultry products listed in a pricelist attached to these General Sales Terms (hereafter referred to as the "Product(s)") for delivery outside mainland France and DROM COM.
A Buyer who orders any Products is deemed to have accepted these General Sales Terms of FRANCE POULTRY SASU fully and without reservation. Any condition stipulating otherwise, particularly any general or special terms and conditions of the Buyer, including any purchase terms and order forms, shall therefore not be binding upon or enforceable against FRANCE POULTRY SASU, save with its prior written consent.
Pursuant to the applicable regulations, these General Sales Terms shall be made available and provided to every Buyer to allow such Buyer to place orders with FRANCE POULTRY SASU. In the case of cooperatives or franchise holders with independent affiliates, these General Sales Terms shall be sent to the purchase centre of such cooperatives or franchise holders, which agrees to make sure all affiliates are informed of them, making them binding and enforceable.
Les renseignements figurant sur les catalogues, prospectus et tarifs de la société FRANCE POULTRY SASU sont donnés à titre indicatif et sont révisables à tout moment. La société FRANCE POULTRY SASU est en droit d'y apporter toutes modifications qui lui paraîtront utiles.
Pursuant to the applicable regulations, FRANCE POULTRY SASU reserves the right to deviate from certain provisions in these General Sales Terms and to adopt Special Sales Terms reflecting the negotiations conducted with the Buyer. FRANCE POULTRY SASU may moreover issue General Sales Terms for different categories deviating from these General Sales Terms, depending upon the type of customer, based upon objective criteria. In this case, the Category-based General Sales Terms shall apply to all operators with these criteria.
In any event, FRANCE POULTRY SASU cannot be subjected to obligations establishing a material imbalance between the rights and obligations of the parties in breach of Article L 442-1 of the French Commercial Code. Any advantage granted under Special Sales Terms shall be granted subject to a "balanced" consideration.
ARTICLE 2 - Orders - prices
2-1 Orders
Orders may be placed by postal mail, email, fax or EDI. Orders shall only become fixed and final once they have been expressly accepted in writing by FRANCE POULTRY SASU, which shall in particular check the availability of the ordered Products.
FRANCE POULTRY SASU shall only consider orders weighing at least 100 kg.
Within the limit of FRANCE POULTRY SASU's possibilities, FRANCE POULTRY SASU shall only be able to factor in changes requested by the Buyer, if such changes are requested no later than 8 days before the scheduled delivery date of the ordered Products, subject to any necessary adjustment of the price.
In the event that the Buyer, after acceptance by FRANCE POULTRY SASU, cancels an order less than 15 (fifteen) days before the scheduled delivery date of the ordered Products, regardless of the reason except force majeure, the advance paid for the order shall automatically become the property of FRANCE POULTRY SASU and shall not be reimbursed.
FRANCE POULTRY SASU may refuse orders of the Buyer fails to perform one or more of its obligations and, more generally, may refuse orders with abnormal features regardless of the reason and orders placed in bad faith.
FRANCE POULTRY SASU reserves the right, even while already filling an order, to require the Buyer to provide a guarantee to secure the performance of its undertakings. In the event that the required guarantee is refused or not provided, FRANCE POULTRY SASU may cancel all or part of the orders placed.
In the event that the Buyer has solvency problems, FRANCE POULTRY SASU may require the Buyer to pay the amount of the order before the Products are shipped. To this end, FRANCE POULTRY SASU shall send the Buyer a pro-forma invoice. The order shall only be considered fixed and final once FRANCE POULTRY SASU has collected the amount of the pro-forma invoice.
2-2 Prices
It is recalled that, in the raw poultry sector, price list cannot be provided for Products whose prices are determined on a monthly basis based on the day planner or the supply and demand trends. Therefore, no price list can be provided under these General Sales Terms for these Products. Products which are based on a price list, these latter shall be supplied at the price applied by FRANCE POULTRY SASU on the order placement day and, where appropriate, in the specific commercial proposal sent to the Buyer. These prices shall be fixed and final during the period of validity stipulated by FRANCE POULTRY SASU.
These prices shall be net and ex-VAT, ex-factory, and shall not include shipping costs, customs fees and duties if any or insurance, which shall all be paid by the Buyer.
Sauf accord particulier convenu préalablement avec le client, ces tarifs sont nets et HT, départ usine. Ils ne comprennent pas le transport, ni les frais de douane éventuels et les assurances qui restent à la charge de l'Acheteur.
Special pricing terms may be applied depending upon the particular features requested by the Buyer, particularly as regards delivery conditions and times or terms of payment and payment times. In this case, FRANCE POULTRY SASU shall send the Buyer a special commercial offer.
ARTICLE 3 - Terms of payment
Invoices shall be paid under the terms of the contract or in default following the due date mentioned on the invoice.
FRANCE POULTRY SASU shall not have an obligation to deliver Products ordered by the Buyer if the Buyer is behind on its payment obligations.
If the Buyer's payments are overdue and the Buyer pays the sums owed by it after the above deadline and after the payment date mentioned in the invoice sent to the Buyer, FRANCE POULTRY SASU shall automatically, by operation of law, earn late- payment penalties calculated on a monthly basis, without formality or prior payment summons.
The penalty calculation formula is: late-payment penalty = [(key rate of the European Central Bank + 10 points) x amount including VAT] x (number of overdue days/365).
In the case of late payment, the Buyer shall automatically, by operation of law, owe a fixed compensation for collection costs of €40 (forty euros). FRANCE POULTRY SASU reserves the right to claim additional compensation from the Buyer, evidenced by invoices, if the collection costs actually incurred exceed this amount.
In the event that the Buyer fails to pay even part of an invoice, it shall immediately owe all amounts due, without prejudice to any other legal remedy FRANCE POULTRY SASU may be entitled to seek in this respect against the Buyer.
In the case of non-compliance with the above terms of payment, FRANCE POULTRY SASU moreover reserves the right, separately or cumulatively, to suspend or cancel delivery of orders or to suspend performance of its obligations or to reduce or cancel any discounts granted to the Buyer.
Until the Buyer has paid the full price, FRANCE POULTRY SASU reserves the right of ownership of the sold Products and thus to recover possession of said Products. Any advance paid by the Buyer shall remain the property of FRANCE POULTRY SASU as a fixed compensation, without prejudice to any other legal remedy FRANCE POULTRY SASU may be entitled to seek in this respect against the Buyer.
Payments may in no event be suspended or offset against other amounts at the Buyer's own initiative without FRANCE POULTRY SASU's prior written permission, particularly in the event that the Buyer alleges late delivery or non-conformity of the delivered Products under Article L 442-6-1-8 of the French Commercial Code, regardless of any provisions to the contrary in the Buyer's purchase terms. Any setoff not authorised by FRANCE POULTRY SASU shall be considered default of payment authorising FRANCE POULTRY SASU to refuse new Product orders and immediately to suspend ongoing deliveries after notifying the Buyer.
If the Buyer's credit worsens, FRANCE POULTRY SASU may at all times, depending upon the risk incurred, set an overdraft limit, demand certain payment times, withdraw special conditions granted previously, require guarantees or demand cash payment or payment by sight draft before filling the orders received. This shall particularly be the case if the Buyer's credit is liable to worsen due to a transfer, outsourcing of business management, pledging or assignment of its business or particular business assets or a change in the control or ownership structure of its company or in the person of its manager.
In the event that the Buyer pays the ordered Products before the payment date on the invoice or faster than required according to these General Sales Terms, no discount will be granted.
ARTICLE 4 – Deliveries
Delivery shall be deemed to have been made when FRANCE POULTRY SASU makes the Products available for removal by the Buyer or the Buyer's carrier at the place agreed between FRANCE POULTRY SASU and the Buyer. Deliveries may be made according to the Incoterm (Incoterms 2010) agreed between FRANCE POULTRY SASU and the Buyer.
If the Buyer has special requests with regard to the packaging conditions or shipping of the ordered Products, duly accepted in writing by FRANCE POULTRY SASU, the corresponding costs shall be billed additionally in a separate invoice.
The Products shall be the Buyer's responsibility as soon as they are made available and shall be shipped at the Buyer's risk. The Buyer acknowledges that it is up to the carrier to make the actual deliver at the final destination and that FRANCE POULTRY SASU is deemed to have performed its delivery obligation as soon as it has turned over the ordered Products to the carrier if it has accepted them without reservation at the time of delivery.
Hence, the Buyer has no legal action to enforce a warranty against FRANCE POULTRY SASU if the ordered Products are not delivered at their final destination, nor any remedy for damage during shipment or unloading. The Buyer shall personally bring any actions or remedies against its shippers in the case of missing quantities, damage or delays.
The Products must be accepted and verified on delivery.The Buyer or its representative shall verify the visible condition of the Products at the time of delivery. Claims about visible defects, missing quantities or non-conformities shall be made in the form of accurate, detailed and complete reservations at the time of delivery, of which written confirmation shall be sent to FRANCE POULTRY SASU before confirmation or analysis by a third party. It shall be up to the Buyer to prove the existence of defects.
FRANCE POULTRY SASU shall promptly replace, at its own expense, delivered Products whose non-conformity has been duly proven by the Buyer.
The Products shall be delivered within maximum 60 (sixty) days from the moment when FRANCE POULTRY SASU has received and accepted the corresponding order form, as applicable accompanied by the advance due on this date. The Products may be delivered and turned over at any other location specified by the Buyer, at the Buyer's own expense, subject to notice given 15 (fifteen) days in advance.
This delivery time limit shall not be a strict limit and any delivery delays shall not give the Buyer the right to cancel outstanding orders, withhold due payments, refuse to take delivery or subject FRANCE POULTRY SASU to fixed penalties, even if the Buyer's purchase terms contain provisions stipulating the contrary. In the case of delayed delivery, the only possible compensation may for damage actually incurred and proven by the Buyer before compensation is paid.
The delivery times accepted by FRANCE POULTRY SASU shall be automatically suspended by events not under FRANCE POULTRY SASU's control that result in delivery delays, particularly cases of force majeure.
Any change in an order while it is already being filled, even if accepted by FRANCE POULTRY SASU, shall result in extension of the stipulated delivery time, under the conditions announced by FRANCE POULTRY SASU to the Buyer.
ARTICLE 5 - Transfer of ownership – transfer of risks
It is expressly agreed that the sold Products shall remain the property of FRANCE POULTRY SASU until all invoices have been fully paid. This ownership clause is in compliance with the applicable laws and regulations and as such with the provisions of French government order no. 2006-346 of 23 March 2006 with regard to security interests. In the meaning of this clause, payment shall not include the remittance of a draft, a bank cheque, a postal order or any instrument creating a payment obligation. Payment shall only be deemed to have been made when FRANCE POULTRY SASU has actually collected the price.
If Products whose ownership is reserved are sold on by the Buyer, FRANCE POULTRY SASU's receivable and claim shall automatically be transferred to the price to be received for the Products sold this way by the Buyer. The Buyer herewith assigns to FRANCE POULTRY SASU all claims and receivables arising from the onward sale of unpaid Products whose ownership is reserved.
Until complete payment has been made, the Buyer shall not grant a pledge on sold Products whose ownership is reserved or use such Products by way of guarantee. The Buyer agrees to inform all third parties, particularly in the case of attachment, that Products whose ownership is reserved belong to FRANCE POULTRY SASU and to inform FRANCE POULTRY SASU promptly of any attachment or similar operation.
Notwithstanding this ownership reservation clause, all risks connected with sold Products shall be assumed by the Buyer as soon as it accepts said Products on delivery. The Buyer shall therefore have sole responsibility for all risks of damage, loss or partial or total destruction, regardless of the cause of such damage, even in the case of an act of God or force majeure. The Buyer shall therefore insure Products whose ownership is reserved and stipulate in the insurance policy that any compensation shall be paid directly to FRANCE POULTRY SASU and provide FRANCE POULTRY SASU promptly upon request with evidence of the insurance taken out for this purpose. Failing this, FRANCE POULTRY SASU shall be entitled to suspend delivery until presentation of this evidence.
ARTICLE 6 - FRANCE POULTRY SASU's liability – Warranty
The Products delivered by FRANCE POULTRY SASU shall bear the health mark issued by the competent government department. They shall be conform to the required specifications and the applicable laws and/or regulations and shall be guaranteed against all manufacturing defects in the delivered Products.
The warranty shall be inseverable from the Products sold by FRANCE POULTRY SASU. The Product may not be sold or sold on in corrupted, processed or modified form.
This warranty shall be limited to replacement or reimbursement of non-conform or defective Products.
No warranty shall be granted in the case of bad storage conditions, transmission of smells or smoke, contamination of any kind, wrong use, negligence or lack of maintenance of the cold chain on the part of the Buyer, and in the event that a Product is desiccated or burned by cold and in the case of force majeure.
In order to claim its rights, the Buyer shall inform FRANCE POULTRY SASU in writing of the existence of defects within maximum 3 (three) days from their discovery. Failing this, it shall forfeit all right to legal actions or remedies with regard to such defects.
ARTICLE 7 - Intellectual property rights
FRANCE POULTRY SASU is the owner or licensee of all intellectual property rights including patents on the Products sold to the Buyer under the "Doux" brand and/or any other trademark used by FRANCE POULTRY SASU. The Products supplied by FRANCE POULTRY SASU under these brand names may only be sold in their original presentation and under conditions reflecting their brand image.
The Buyer agrees to use the logos, Product visuals and graphic charts for the Products only with prior permission from FRANCE POULTRY SASU and subject to all intellectual property and patent rights applicable to the Products.
ARTICLE 8 – Exclusion of penalties
Notwithstanding any clauses or provisions to the contrary in purchase terms, supplier listing contracts, logistics terms and special agreements, etc., FRANCE POULTRY SASU shall not accept any penalty of any kind except with prior written consent, regardless of the reason for such penalty. Any clause to the contrary shall be deemed not to have been written. In this respect, FRANCE POULTRY SASU does not accept automatic debits.
Only actual damage, shown and valued by the Buyer, may give rise to compensation by FRANCE POULTRY SASU, subject to a request to and negotiation with FRANCE POULTRY SASU. In this case, the Buyer shall provide FRANCE POULTRY SASU with documents of any kind proving the damage actually suffered (delivery form, etc.). Failing agreement, the damage shall be valued by an expert appointed by the Presiding Judge of the Commercial Court at the request of the first party to take the initiative. If the Buyer violates this provision, FRANCE POULTRY SASU may refuse to accept any new Product orders and suspend deliveries. FRANCE POULTRY SASU moreover reserves the right to deduct, from discounts or service fees owed, any amount the Buyer has automatically debited.
ARTICLE 9- Commercial disputes
Any disagreement on the Buyers part with any part of its commercial relationship with FRANCE POULTRY SASU in year n, particularly payment of financial advantages, regardless of the nature of such disagreement, shall be notified no later than 12 (twelve) months after the end of the calendar year during which the sum is owed. By express derogation from Article L 110-4 of the French Commercial Code, claims or disputes not so notified shall have lapsed and become inadmissible and may therefore not be submitted, nor will they be considered.
ARTICLE 10- Confidentiality
FRANCE POULTRY SASU and the Buyer acknowledge that, as part of their business relationship, they may receive confidential information including but not limited to technical, commercial, marketing or financial information or confidential information on elements covered by intellectual property rights. Such information may not in any way be disclosed to third parties. The parties warrant the confidentiality of all oral or written information, regardless of its nature, obtained in the performance of their business relationship and agree not to disclose it to any other person than those who need to know it for the purpose of said relationship, under penalty of the obligation to remedy the damage done.
ARTICLE 11- Personal data
The Buyer and FRANCE POULTRY SASU undertake, in the context of the collection and the treatment of personal data, to respect the provisions of Law n°78-17 of 6 January 1978 “on Data Processing, Data Files and Individual Liberties”, as amended, and as from May 25th, 2018 they undertake to respect the provisions of Regulation n°2016/679/UE of 27 April 2016 “on the protection of natural persons with regard to the processing of personal data and on the free movement of such data”.
ARTICLE 12- Disputes
Any disputes arising between the parties in connection with this agreement, its validity, its interpretation, its performance or its termination and the consequences thereof shall, if not settled amicably or under a mediation contract entered into between the parties, be submitted to the Commercial Court, including in cases involving summary proceedings, several defendants or impleaders.
ARTICLE 13- Governing law – Contractual language
The parties agree expressly that these General Sales Terms and the resulting purchase and sales transactions shall be governed by French law. Provisions of the United Nations Convention on Contracts for the International Sale of Goods (11th April 1980) are not enforceable to the commercial relation between FRANCE POULTRY SASU and the Buyer.
These Terms are drafted in French. If translated into one or more other languages, only the French text shall be deemed authentic in the case of a dispute.