Terms and Conditions of Sale 2024

PREAMBLE

These General Terms and Conditions of Sale (hereinafter referred to as "GTCS") apply to all orders for products delivered and invoiced to customers by ORIGINE DEI SAPORI, a SAS with capital of €15,000, whose registered office is at 52 Rue du Dauphiné 69003 Lyon, registered in the Lyon Trade and Companies Register under number B 853 837 565.

OPPOSABILITY

These GCS constitute the sole basis for commercial negotiation under the provisions of article L 441-1 of the French Commercial Code and are available to our customers to enable them to place orders. Therefore, in the absence of any express written agreement between the parties on conditions that derogate from them, these GCS shall prevail over any clauses or conditions to the contrary.

The fact that we do not avail ourselves of any of these conditions at a given time may not be interpreted as a waiver of our right to do so at a later date.

These GTC cancel and replace those previously published.

ORDERS

Placing orders: our ordering process is based around our sales team (itinerant or telesales) which assists customers in placing their orders, advises them on the products best suited to their activity and budget, informs them of unavailable products and, where applicable, of available replacement products. In order to ensure the proper functioning of the existing ordering process and to limit the risk of unsold products and food waste, the order shall be placed by the Customer directly with ORIGINE DEI SAPORI by one of the means made available: telephone, fax, mail or electronically (website, application, or any other electronic medium made available by ORIGINE DEI SAPORI). Orders sent on behalf of the Customer by a third party who has been authorised to do so shall not be processed (with the exception of listing centres which have been mandated by the Customer to process the order and which have entered into a listing agreement with ORIGINE DEI SAPORI).

Acceptance of orders: We reserve the right to refuse, reduce or split any order that is abnormal in terms of quantity, in particular with a view to limiting work in progress.

Flat rate for orders: The minimum order is €250 excluding VAT. If we accept an order for less than this amount, a delivery charge of €15 excluding VAT may be applied.

TERMS OF DELIVERY

Delivery: Our deliveries are made as and when we are able.

The delivery time is agreed with the customer when the order is placed. The delivery times agreed are necessarily expressed in working days. Delivery times are given for information only.

We reserve the right to choose the means and place of delivery. Transport is provided in accordance with the legal provisions in force.

A safety protocol must be concluded between ORIGINE DEI SAPORI and the Customer for each of the Customer's sites or establishments in accordance with article R 4515-4 et seq. of the French Labour Code. The Customer undertakes to cooperate and to provide us with all the information required to draw up said document. No delivery may be made without the safety protocol having been drawn up. In the event that the Customer refuses to draw up the safety protocol, ORIGINE DEI SAPORI may invoice the Customer for the costs incurred in fulfilling these legal prevention obligations. The products shall be delivered on pallets or other delivery equipment. The materials (pallets or other) shall be exchanged number for number for equivalent quality, with the exception of rolls, each unit of which shall be returned to us.

Delivery can only take place if the customer is up to date with his obligations, for whatever reason.

Packaging: Unless otherwise agreed, our products are delivered in standard packaging, with no special presentation.

Transfer of risks: The transfer of risks occurs upon delivery. In the case of carriage-paid supplies, delivery is deemed to have taken place when the products are made available to the customer when unloading of the products is carried out by the customer and when the products are fully unloaded when unloading is carried out by us. In the case of carriage-paid supplies, delivery is deemed to have taken place when the products are made available to the customer on our shipping dock when loading is the customer's responsibility, and after loading of the products from our shipping dock when loading is carried out by us.

In the case of carriage forward deliveries, the customer shall guarantee our company against any action taken against our company, under Article L. 132-8 of the French Commercial Code, by the service provider chartered by it or by a subcontractor.

Reservations on delivery: The products delivered and the delivery equipment must be checked at the time of delivery in the presence of our driver or our carrier. The customer will be given a delivery note or transport document which will be signed by the customer and will expressly mention any reservations noted by the customer and relating in particular to the packaging, weight, packing, quality and quantity of the products and the quality of the delivery equipment. In the absence of any reservation, the delivery equipment will be deemed to have been handed over to the customer in good condition. We therefore reserve the right to invoice the customer in the event of failure to return the goods or in the event of the customer returning goods of inferior quality. Any reservations relating to the goods delivered must be notified to us by registered letter with acknowledgement of receipt within three days of the date of receipt of the goods, in accordance with the provisions of article L 133-3 of the French Commercial Code.

The processing, transformation or change of packaging of the goods delivered by the purchaser shall constitute a waiver of recourse against us, for whatever reason.

In the event of non-conformity, our warranty is limited to the replacement of the goods found to be defective, to the exclusion of any other compensation.

PRICES - INVOICING

Our products are invoiced on the basis of the price list in force at the time of delivery. We would like to remind you of the provisions of the "EGALIM" law, which expects suppliers and their customers to take into account agricultural and production indicators in their price discussions, as soon as these are available and applicable.

CONDITIONS OF PAYMENT

Payment terms: Our invoices are payable on the due date stated on the invoice, which never exceeds the maximum payment terms stipulated in the French Commercial Code.

Our company does not grant discounts.

A payment is only considered effective on the day we are credited by the bank. The payment lead times required by the customer internally should therefore be included in the payment lead times for our invoices.

Failure to pay a single invoice by the due date renders all our debts immediately payable, even those not yet due. In addition, we may refuse to fulfil any new order or any order in progress, without prejudice to any other course of action.

Penalties for late payment: In accordance with articles L 441-10 and D 441-5 of the French Commercial Code, any delay in payment automatically entails :

the payment by the customer of a penalty equal to the rate applied by the European Central Bank (ECB) for its last refinancing operation, plus 10 points, without prejudice to any other costs if we are forced to seek payment in court.

an obligation for the debtor to pay a fixed indemnity of €40 for recovery costs. An additional indemnity may be claimed, with supporting evidence, when the recovery costs incurred exceed the amount of the fixed indemnity.

In the event of the customer's financial situation threatening the recovery of our debt, or in the event of a first order from a new customer, we may request cash payment of the order on delivery or demand guarantees. In addition, we may also demand cash payment if the customer is the subject of insolvency proceedings and the court-appointed administrator has requested the continuation of current contracts.

RETENTION OF TITLE

WE RESERVE TITLE TO THE GOODS ORDERED, DELIVERED AND INVOICED, UNTIL THEY HAVE BEEN FULLY DELIVERED.

PAYMENT OF THEIR PRICE. However, the risk of theft, loss or deterioration of the goods and any damage they may cause shall be borne by the customer as soon as the goods are made available to him.

In the event of a claim, the goods found will be deemed to be the last invoiced and will therefore be taken back up to the amount of the unpaid invoices. Any advance payments will be retained by us as damages.

PERSONAL DATA

In compliance with the regulations in force and in particular the General Data Protection Regulation of 27 April 2016, we hereby inform you that we and/or our subcontractors collect personal data from your employees (surname, first name, gender, job title, professional tel. and email) as part of our contractual relationship, exclusively for the purposes of managing the relationship or commercial communication and order management (delivery of products). The data collected is processed and stored in a secure and confidential manner for the duration of our commercial relationship and, once it has ended, for a period that complies with the regulations in force. Only our employees and authorised subcontractors will have access to this data under the terms and conditions described above. The persons concerned by the processing of data have the right to access, rectify, delete, port or object on legitimate grounds to their personal data at any time, in accordance with the conditions laid down by law. They may exercise their rights either by contacting ORIGINE DEI SAPORI's customer service department and stating a request for modification or deletion of their personal data or by sending a request by email to the following address: [email protected]. The persons concerned must enclose a photocopy of their identity document.

CONFIDENTIALITY - BUSINESS SECRECY

All information and data (range of products listed, delivery frequency, average weight delivered, prices offered and/or agreed, price reductions, commercial, logistical or transport organisation) as well as all commercial documents (order form, delivery form, invoice, etc.) exchanged between ORIGINE DEI SAPORI and the Customer in the course of the negotiation or performance of the business relationship, and regardless of the medium, shall constitute confidential information which shall not be disclosed to third parties.) exchanged between ORIGINE DEI SAPORI and the Customer in the course of the negotiation or performance of the business relationship, and regardless of the medium, constitute confidential information which may not be disclosed to third parties, pursuant to the business secrecy provisions of articles L. 151-3 et seq. of the French Commercial Code, except in the event of an inspection by the authorities or any administrative or judicial authority. If necessary, ORIGINE DEI SAPORI reserves the right to bring the dispute before the competent courts.

MAJOR FORCE

The following are considered to be cases of force majeure exonerating us from liability: war, riot, fire, acts of terrorism, strikes, blockades or other labour disputes, acts of God, epidemics and pandemics and any other unforeseeable and insurmountable event making it impossible to prepare, store or deliver the products or to carry out the sale in the normal way.

ANTI-CORRUPTION

Our company and our customers undertake to comply with the regulations in force concerning the fight against corruption and, in particular, undertake never to offer, promise or grant, or solicit or accept, any undue advantage, pecuniary or otherwise, intentionally, directly or indirectly, with a view to obtaining or carrying out an illegal, illegitimate or unfair action for the market, for their benefit or for the benefit of a third party.

ATTRIBUTION OF JURISDICTION

Any dispute arising from the application of these terms and conditions and not resolved amicably shall be referred to the Commercial Court having jurisdiction over the location of the establishment issuing the invoice in question.