Version 2022, Applicable on 1st January 2022

In accordance with Article L. 441-1 of Code de Commerce (French trade code), these General Terms and Conditions of Sale (hereinafter GTCS) represent the basis for sales negotiations. They cancel and supersede those which have been previously circulated.

Article 1 : SCOPE OF APPLICATION

The General Conditions of Sale apply to all sales made between Philibert Savours (hereinafter referred to as the « Seller ») and the Client (hereinafter referred to as « the Buyer »).
Any order placed by the Buyer to the Seller for the purchase of one of the Products, implies acceptance by the Buyer of these Terms, unless otherwise agreed, and signed by the Seller.
These conditions may be modified by the Seller at any time and communicated by any means, including, without limitation, by e-mail, or other electronic means.
No variation of these Terms shall be binding on Seller unless otherwise agreed by the Seller in writing. All terms and conditions of purchase provided by Buyer shall be deemed null and void with respect to Seller.
All other document than these GTCS notably catalogue, flyers, advertisements, notes, has only an informative, indicative and no contractual value.
Any deviation from these GTCS must be freely, expressly and accepted in writing by the Seller.

Article 2 : ORDER

2.1. Ordering method

Upon request of the Buyer, the Seller may propose an offer for the purchase of one or more Products. The Buyer sends his order by fax or by e-mail to: commande@philibertsavours.com.
No order passing by phone will be taken into account.

2.2. Order content

Each order must designate the product, the quantity, the delivery place and the desired delivery date.
All orders placed by the Buyer are binding on the Buyer and the Seller, subject to confirmation by the Seller of the quantity of the Products and the indicative date of availability. Confirmation by the Seller may take the form of written confirmation or delivery of the Products.

2.3. Order validity

Confirmation by the Seller may take the form of written confirmation or delivery of the Products. In the absence of confirmation by the Seller, the Seller shall not be held liable.
The Seller may cancel any order in the event of a lack of information necessary for delivery of the Products. The Seller may cancel any order in case of failure to provide information necessary for the delivery of the Products.
The Buyer undertakes to communicate in writing to the Seller the date of removal of the goods within two working days before the said date.

2.4. Order modification

The Seller will be able to refuse any order of an abnormal nature, in particular: any order with an unreasonable delivery time with regard to the usual delivery times as well as any order significantly exceeding the quantities usually placed.
Orders for exceptional volumes must have been placed within a period of time that allows the Seller to respond.
Any order modification requested by the Buyer must be notified in writing and expressly accepted by the Seller. This notification must be made within a reasonable period of time. No order for products may be modified within a period of less than fifteen (15) days before the delivery date of the goods.
In the event that the orders placed by the Buyer are higher than expected, the Buyer may not address the Seller with the slightest complaint, nor claim compensation from the Seller if the Seller is unable to deliver the quantities of products ordered by the Buyer or if the Seller is unable to respect the delivery deadlines initially agreed upon.

2.5. Order rejection

The Seller may refuse an order from a Buyer who is notoriously insolvent or who is subject to receivership or liquidation proceedings.
If Seller has serious and specific concerns about Buyer’s ability to pay amounts due, or if Buyer fails to make timely payment to Seller, Seller may seek payment assurances, financial statement disclosure or cash payment.
In case of refusal of the cash payment, without any sufficient guarantee being proposed by the Buyer, the Seller may refuse to honour the orders placed, without the Buyer being entitled to any compensation.

2.6. Order cancelled

With the exception of cases of force majeure, no order may be cancelled in whole or in part, by the Buyer during the processing of the said order by the Seller, unless the Seller has given its written agreement to this effect. Such cancellation shall result in compensation for the company as well as the assumption by the Buyer of the costs of destruction of raw materials, packaging and finished products that have become unusable.

2.7. Order Period

The order shall be subject to a delivery period of a maximum of four (4) weeks, starting from the receipt of the order form or, if applicable, from the order date announced on the purchase order.
This delivery time is given for information purposes only and is indicative, depending in particular on the reference ordered, the availability of carriers and the order of arrival of orders.
The Seller shall endeavour to respect the delivery time indicated at the time of acceptance of the order, according to the logistical time of reference in the profession, and to execute the orders, except in the case of force majeure, or in the event of circumstances beyond its control, such as strikes, frost, fire, storms, floods, epidemics, supply difficulties, without this list being limitative.
Delays in delivery shall not give rise to any penalty or compensation, nor shall they be grounds for cancellation of the order, except in the context of section 2.9.
Any delay in relation to the indicative delivery period initially planned shall not justify cancellation of the order placed by the Buyer and recorded by the Seller.

2.8. Availability of products

The Vendor shall fulfil orders subject to the availability of the products. Certain references are rarer than others. The price offer made takes into account the availability of the products in stock. At the end of the offer, the Seller does not guarantee the availability of the products and their price, if the offer has not been accepted within the given time.

2.9. Termination

In the event of a delay of more than eight (8) weeks from the announced delivery date, and if this delay is not attributable either to force majeure or to a fault of the Buyer, the Buyer is entitled to terminate the sale.

Article 3 : RETURN OF PRODUCTS

No return of good will be accepted.

Article 4 : PRICE

The price indicated in the offer is only valid for the agreed volume and for the duration of the contract. Due to the seasonality of raw materials, prices are revisable at any time.
The Buyer shall be informed in advance of any tariff changes, fifteen (15) days before the date of application.
Prices are quoted in Euros and will be increased by the VAT rate applicable on the day of shipment of the Products. The prices are set by the price (or quote) in force on the day the order is placed.
The price quotation made by the Seller to the Buyer is only valid for a period of one month. At the end of this period, the Seller cannot guarantee the proposed price without acceptance of the quotation by the Buyer.
Any personalized service accepted by the Seller, generates an additional cost of the tariff (or estimate), evaluated on a case-by-case basis. A personalized service is understood to be any order for a product that is not represented in our catalog.
Prices are calculated Ex Works Loaded (departure from Crottet production site in France) (Incoterms CCI 2010), that is:

• Buyer chooses the transportation and pays the cost for the transportation at the place of delivery agreed.
• Buyer clears through customs the merchandise at the exportation.
• The loading of the Goods into the Buyer’s truck is assumed by the Seller.

Payment must be made in full with bank transfer. Exceptionally, checks, bills of exchange are accepted. No discount will be granted in case of early payment.
For foreign Buyers, all invoices must be paid in whole and without any discount, within thirty (30) days date of invoice. Another payment term can be set according to the outstanding approved by our credit insurance.

All amounts outstanding on the due date shall be liable, to penalties calculated on the main refinancing operations rate of European Central Bank plus ten (10) percentage points that is 10% (ten point) in March 2018. In accordance with Article L. 441-1 of commercial code (French one), these penalties are due as of right the following day of the given day on the invoice without the necessity of a reminder.
Penalties are calculated on an amount including all taxes of delayed invoices.
Seller may suspend all outstanding orders, and all amounts due from Buyer shall become immediately due and payable.
In accordance with the article L. 441-1 of trade code (French trade code), the basic allowance for recovery expenses amounts forty euros (40 €). If the recovery expenses are higher than the basic allowance, the Seller can claim a supplementary allowance upon appropriate justification.
An invoice is edited by Seller in one copy after each dispatch. Will be charged to the Seller administrative costs of two euros and forty-nine cents (2,49€) for each dispatch. One-euro (1€) swap costs are charged for each pallet.

Article 5 : RESOLUTION CONDITIONS

In the case of non-fulfilment of his obligation by the Buyer to pay in full an invoice that is due, current orders can be cancelled.
The resolution become effective automatically eight (8) days following the date of reception of a formal notice remained unsuccessful, without prejudice to any damages that might be applicable for the Buyer.
The formal notice must indicate the intention of doing application of the present clause and the failure of the Buyer.

Article 6 : FORFEITURE OF THE TERM

In the case of non-payment of an invoice failed due, after a formal notice without effect during eight (8) days following the reception’s date, the total remaining balance become immediately due at once, the payment by acceleration is as of right.
In the event of failure to pay an invoice in full when due, the Supplier reserves the right to suspend all current and/or future deliveries.

Article 7 : RESERVATION OF TITLE

Seller maintain property of delivered products until fully payment of their price and all incidentals, even in case of granting of payment times.
Under special agreement, Seller can therefore execute its right, for any debt, on the totality of the products on Buyer’s possession, those are conventionally deemed to be those unpaid, and Seller can require their comeback in compensation for all unpaid invoices, without prejudice on its right to cancel the current order. Costs of product returns to Seller are taking in charge by the Buyer.
Buyer is authorized, in the context of normal exploitation of its company, to sale the delivered products. However, Buyer cannot pledge, transfer the property of the product as a guarantee.
If Buyer sales delivered products before their fully payment, the sale price is deemed to be given to Seller, without prejudice of other rights that Seller may assert against Buyer.
In case of resale, Buyer is committed to notifying immediately Seller in order to permit him to execute its rights to claim the price to third purchaser. The authorization for the resale is automatically retired in case of bankruptcy.
Seller can unilaterally, after the send of a formal notice, to take stock of delivered products on Buyer’s possession, whose undertake to keep free access to its warehouse, shops or others in this aim, make sure that the identification of the products of the company is still possible.
In case of bankruptcy, current orders are automatically cancelled and Seller retains the right to claim the stock of products unpaid.
In case of non-payment, except if Seller prefers to require the full execution of the sale, Seller reserve the right to resolve the sale after a formal notice and to claim the delivered products, the costs for their return is taking in charge by the Buyer and the payments made are considered as a penalty clause of the Seller.

Article 8. DELIVERY OR COLLECTION

The obligation of delivery is deemed executed after the collection of the product. All collection of merchandise is executed at Crottet (01290), Zone d’Activités « La Fontaine » on following time: 08.00 – 11.45 AM/01.30 – 05.30/04.30 PM on Friday. Buyer gets involved to respect all security orders on the production site.
Deliveries executed on European standard pallets 80 X 120 cm are exchangeable in good general state in same number at the delivery or collection. If not, each pallet will be invoiced eleven euros and fifty cents (11,50€). For deliveries executed on plastic pallets, the plastic pallet is invoiced thirty-five euros (35€). The EURO H1 plastic pallet is invoiced at sixty-five euros (65 €).
Delivery times are given as informative and indicative, they depend notably on carrier’s organization, carrier’s availabilities and transport risks.
Delay in relation to indicative delivery time does not entitle any penalty or compensation, nor justify the cancel of an order passed by Buyer and accepted by Seller.
Each delivery comes with a delivery slip and traceability slip put in an envelope. Pallets slips are placed outside the package under plastic protection in order to be readable and where figure the delivery address.
In case of merchandise’s collection at the factory, Buyer commits himself in respecting the agreed date between both Parties and respecting provisions of article 2.3 of these GTCS. If not, Seller can claim a fee of ten euros (10€) per pallet and per day as damages.

Article 9 : TRANSPORT

It is Buyer’s responsibility, in case of damage of the delivered merchandise or missing, to indicate clearly and precisely on the carrier’s order forms the name and the quantity of affected products.
The reserves must be confirmed in writing within three (3) days after the receipt of the delivery, through registered letter with acknowledgment of receipt.
In accordance with the article L.133-3 of the commercial code (French one), all products which have not have reservation by the carrier in writing within three (3) days following their reception, bank holidays not included, are deemed to be accepted by the Buyer, and therefore, cannot entitle any credit.
The transport is under the responsibility of Buyer.

Article 10. PRODUCTS RECEPTION AND NON COMPLIANCE

Without prejudice to necessary precautions which must be taken in case of damage towards the carrier as indicated above at the article 9 in case of apparent defects or missing, all claim, whatever its nature, on delivered products, is accepted by Seller only if it has been reported in formal writing within three (3) days following the delivery of the products.
Therefore, no action for nonconformity can be brought by Buyer against Seller after three (3) days following delivery of the products. Buyer cannot rely on the nonconformity of the products and nor reply these for a crossclaim of defence in case of a recovery action bring by Seller.
Products defects and deteriorations due to abnormal conditions shortage and/or preservation at Buyer’s place, notably in case of accident whatever the nature, cannot entitle any guarantee by Seller.
Seller’s responsibility cannot be involved for transport deterioration, destruction, loss or theft, even if Seller has chosen the carrier.
It is Buyer’s responsibility to give justification of the reality of declared damage or missing.
No return of merchandise can be organised by Buyer without prior authorization of Seller, in writing including by telecopy.
Return costs are taking in charge by Seller only if the apparent defect or missing has been noticed by him or his representative.
Only the carrier chosen by Seller is authorized to return the affected products.
After inspection, the apparent defect or missing duly noticed by Seller or his representative, Buyer can only claim the replacement of the merchandise alleged and/or the additional products for the missing, at Seller’s expense, without any possibility for Buyer to require any damages or order cancellation.
Reception of ordered products by Buyer without reservation defends against all apparent defect or missing.
Complaint made by Buyer in the condition indicated above does not suspend the payment by Buyer of the affected products.
The provisions of article 1223 of civil code (French one) are not applicable between the Parties.

Article 11 : HIDDEN DEFECTS WARRANTY

As hidden defects warranty, Seller is only obliged in free replacement of defected products, without any possibility for Buyer to require damages, whatever the reason.
Seller guarantees its products against hidden defects in accordance with law, custom, jurisprudence and in the following conditions:
-the guarantee applies to the products which Buyer has the legal property. It applies to products entirely manufactured by Seller. It is excluded in case of abnormal use conditions of the products.
-warranty concerns only hidden defects. Buyer, as a professional, hidden defect is considered as a default of realization of the product rendering it unfit for its use and which cannot be discover by Buyer before its use. Buyer is deemed to have received all technical information on the products.
-the guarantee does not apply if Buyer does not notice hidden defects within two (2) days following the discovery. It is Buyer’s responsibility to prove the existence, the reason and the day of the hidden defect discovery.

Article 12. RISKS TRANSFER

In conformity with Incoterms Ex Works Loaded (Incoterms CCI 2010), the Seller take over and is responsible until the time of loading of the Product on the Buyer’s vehicle.

Article 13. FORCE MAJEURE

The seller reserves the right to postpone the delivery date or cancel an order or to reduce the volume of Products ordered if he is prevented or delayed in the exercise of his activity due to circumstances beyond its reasonable control, including but not limited to fire, flood, civil commotion, riot, war (declared and undeclared), revolution, or embargoes, terrorism or terrorist threat, disruption of energy supply, strikes or other labour disputes, particularly those of carriers, production stoppages due to unforeseen breakdowns, unforeseen cost increases, or the inability or delay in obtaining supplies of raw materials.
In such circumstances, Seller notices Buyer in writing, telecopy and email included, within seventy-two (72) hours following the events day.

If the event lasts more than four (4) months since it takes place, the contract can be resolve by the party which is the more diligent, without any possibilities for the parties to claim any damages. This cancellation takes effect from the date of the formal notice’s first presentation resolving the sale agreement.
If due to poor harvest or any other unforeseen reason, less raw materials or of inferior quality, the Seller reserves the right to reduce or interrupt deliveries, without being responsible for any damage or other consequences.

Article 14. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

All technical documents communicated to Buyer remains exclusive property of Seller, alone copyright owner on these documents, and must be given back on request.
Seller and Buyer get involved in keeping total confidentiality on all data or information communicated or which the obtain due to the order’s execution. By order’s execution, it is clearly noted that Buyer does not obtain any intellectual property right on the distinctive signs and trademarks of ordered products. The use of trademarks, in Seller’s possession, is strictly forbidden.
The resolution of orders does not affect the settlement of disputes, the confidentiality and intellectual property terms.

Article 15. RESPECT OF REGULATIONS ON HYGIENE, INFORMATION AND SECURITY OF FOOD PRODUCTS

Buyer is committing in respecting the whole legislation and regulation in force and especially those concerning hygiene, security and information on food products.

Article 16. PROTECTION OF PERSONAL DATA

All information giving to Seller are use in order to process orders. In compliance with the stipulation of the Law of 6 January 1978, referred to as the “Law on information technology and Civil Liberties”, and the General Data Protection Regulation 2016/679 of 27 April 2016 (« GDPR »).
Those data are retained for the period strictly necessary for the accomplishment of the purposes mentioned above. The Buyer has a right of access, rectification, portability, erasure of his personal data or a limitation of their treatment, the right of opposition to the processing of his data for legitimate reasons and the right to withdraw his consent at any time.
These rights can be exercised by email at: PHILIBERT SAVOURS – ZA La Fontaine 01290 Crottet, subject to the justification of the identity of the person concerned.
The Buyer has the right to submit a complaint to a supervisory authority.

Article 17. APPLICABLE LAW AND COMPETENT COURT

The General Terms and Conditions of Sale are subject to French law, to the exclusion of any other right.
Any dispute or claim, any question relating to the validity or termination of the General Terms and Conditions of Sale, shall be subject to the exclusive jurisdiction of the competent courts within the jurisdiction of the Seller’s head office.
The Seller and the Buyer may decide to attempt to settle their dispute amicably.
In accordance with the article L. 441-6 of trade code (French trade code), the basic allowance for recovery expenses amounts forty euros (40 €). If the recovery expenses are higher than the basic allowance, the Seller can claim a supplementary allowance upon appropriate justification.

Article 18. SEVERABILITY

The eventual nullity of a provision of the GTCS shall not affect any other provision hereof, and so of these GTCS.

Article 19. RENUNCIATION

The fact that at a moment a party does not prevail any stipulations of theses GTCS, does not be interpreted as a definitive renunciation to prevail it later.

Article 20. CHOICE OF RESIDENCE

Notifications between the parties, unless the case where they can be made by telecopy, are validly made at their head office address. In case of change of address by one of the parties, this change of address is opposable to the other party only if it has been notified in writing, telecopy or email to the address commande@philibertsavours.com.

Article 21  : CUSTOMER SERVICE

Our Customer Service will assist you with any questions you may have regarding orders or our products. You can contact us by e-mail or by phone, from 8am to 12pm and from 1:30pm to 5:30pm, except on Friday 4:30pm.

By phone : + 33 (0)3.85.23.80.70

By e-mail : serviceclient@philibertsavours.com