1. SCOPE OF APPLICATION
1.1. These general conditions of purchase apply to all purchases made by
the company ACTIMEAT & CO,
F11 – ZI Saint Maurice
04100 MANOSQUE – FRANCE
Capital of €310,000
RCS MANOSQUE B : 824 265 839
(hereinafter “the Buyer”) from a supplier (hereinafter “the Supplier”).
1.2. The Supplier’s unreserved acceptance of these general terms and conditions, as well as any special terms and conditions, is a decisive condition without which the Buyer would not have placed an order. Any order accepted by the Supplier implies full and complete acceptance of these general terms and conditions, which forms the legal basis between the parties. They supersede any contrary clauses proposed by the Supplier, in particular its own general terms and conditions of sale.
2.1. The order shall be sent to the Supplier in writing, the date of receipt being decisive. The order has the effect of creating a firm purchase order which gives rise to the issue of an acknowledgement of receipt of the order by the Supplier, on paper (by fax or email). If no acknowledgement of receipt is issued within 3 working days of the order being placed, the order is deemed to have been accepted. Acceptance of the order may, however, result from the Supplier starting to fulfil the order. By accepting the order, the Supplier acknowledges that it has received from the Purchaser all the information necessary for its fulfilment.
2.2 The Buyer reserves the right to change the order at any time and to do so in a non-substantial way. This modification will be made through an amendment to the order, written and signed by the parties.
2.3 The Buyer reserves the right to suspend fulfilment of the order at any time. The suspension shall take effect on the date on which the Buyer notifies the Supplier in writing. During the suspension, any obligations arising from the order are suspended.
3. SUPPLIER’S OBLIGATIONS
3.1. The Supplier has a performance obligation for the fulfilment of the order.
3.2. The Supplier undertakes to comply with all the specifications given to it prior to fulfilling the order. The Supplier acknowledges that this obligation is decisive for the Buyer’s willingness to place an order.
3.3. The Supplier shall ensure that it obtains the necessary authorisations for the fulfilment of the order and shall inform the Buyer thereof.
3.4. The Supplier undertakes to deliver Products that comply with the applicable regulations, in particular with regard to approval, hygiene, safety, traceability, packaging and storage, both internal and within the EU, as well as with the recommendations, good practice guides and HACCP method.
It undertakes to protect the products against any contamination, in particular through the design, layout and maintenance of its premises in accordance with the standards in effect.
3.5. The Supplier is deemed to have control over the upstream and downstream traceability of all products supplied. It guarantees that it has put in place procedures to deal with any product recall.
3.6. The Supplier shall, on request, issue a certificate of conformity for the Products to the specifications set out in the order and to the standards in effect on the day of delivery.
3.7. The Supplier shall give the Purchaser free access to its warehouses or to those of its subcontractors, or to any place where a task relating to the order is carried out, to enable it to monitor the progress and fulfilment of the order in compliance with the regulations in effect.
3.8. The Supplier shall not assign all or part of the order or subcontract its fulfilment, in whole or in part, without the prior written consent of the Buyer, and subject to the express ratification by the assignee or approved subcontractor of these general terms and conditions and, where applicable, the special terms and conditions.
4. PACKAGING – DELIVERY
4.1. The packaging of the products shall be carried out by the Supplier, at its own expense and under its own responsibility. The Supplier undertakes to use packaging that is suitable for transporting the meat, that is in a perfect state of hygiene and maintenance to guarantee the products against contamination, and that is designed to facilitate cleaning and disinfection after each use.
4.2. Delivery means the handing over of the Products ordered, in quality and quantity, to the Buyer at the address specified in the order. A delivery note, containing the same information as the invoice, with the exception of the prices, must be drawn up in duplicate for each delivery by the Supplier. In the absence of any express provision to the contrary, delivery shall be made EXW (Incoterm 2010), to the address of the establishment mentioned in the order.
4.3. The order shall only be deemed to be entirely fulfilled when all Products have been delivered and all documents provided for in the order and/or all documents have been received by the Buyer. The transfer of ownership of the ordered products takes place upon delivery and does not constitute an unconditional acceptance of the products.
4.4. The contractual delivery date is the date stated in the order. It is imperative. The acceptance of an order and its amendments implies a formal and irrevocable commitment by the Supplier to respect the contractual deadlines for the fulfilment of the order, the contractual schedule for the delivery of the Products and the submission of the required documents, as specified in the order. No partial or early delivery in relation to the planned date will be allowed without the prior agreement of the Buyer.
4.5. In the event of non-compliance with the delivery period, the Supplier undertakes to notify the Buyer immediately. The Supplier shall be liable to a penalty equal to 1% of the order price excluding VAT per calendar day of delay, without the need for a formal notice. Furthermore, the Buyer reserves the right to terminate the order in accordance with Article 8, without prejudice to any damages owed by the Supplier as a result of the non-fulfilment of its obligation. In this case, all advance payments made by the Buyer shall be immediately returned to the Buyer, without prejudice to the Buyer’s right to claim compensation for the entire loss suffered.
5.1. Acceptance by the Buyer of the products will only take place after they have been unpacked and their conformity with the order has been verified and, if applicable, after the documents provided for in the order have been handed over to the Buyer. Furthermore, the Buyer reserves the right to have laboratory analyses performed at its own expense in order to verify the conformity of the products delivered with those ordered. Products deemed to be in conformity at the time of physical receipt of the products are always accepted subject to the results of analyses, which may be carried out later, in the laboratory. All costs inherent in defective and/or non-conforming deliveries are generally borne by the Supplier: reception, analyses, transport, possible destruction, etc. Furthermore, the refusal of the products by the Buyer and their return by the Supplier at its expense shall be considered by the Buyer as late delivery. In this case, the latter reserves the right to invoke Article 4 and/or to claim compensation for the entire damage suffered.
5.2. The acceptance of the products, as well as the payment of the price, does not constitute a waiver on the part of the Buyer to criticise the Supplier’s proper performance of its obligations.
The prices indicated are the prices at the time of ordering. They are firm and non-revisable. They are in euros and exclusive of tax. Unless otherwise agreed, prices are EXW (Incoterm 2010).
7. BILLING – PAYMENT
7.1. Invoices shall be drawn up in duplicate by the Supplier and shall be handed over to the Purchaser on delivery.
7.2. In addition to the compulsory information, invoices must mention: the quantity and quality of the products, the geographical origins by batch and the price per kilogram of the different products concerned.
7.3. An invoice cannot be issued before the date of delivery of the Products. The Buyer reserves the right to refuse any invoice that is irregular in form and content. No advance payment shall be made at the time of ordering, unless otherwise agreed between the parties.
7.4. Unless otherwise agreed, invoices shall be paid within 30 days of the end of the delivery period. The amount paid shall take into account any late payment penalties calculated in accordance with Article 4 above.
7.5. In the event of late payment, late payment penalties will be payable. The interest rate of these penalties shall be equal to three times the legal interest rate.
8.1. The Supplier undertakes to guarantee the Buyer against any defect and/or fault of any kind whatsoever which originates in the fulfilment of the order by the Supplier and in particular as a result of the slaughter, preparation and packaging of the products.
8.2. In the event of health problems requiring the cessation of sales and repatriation of the products, the Supplier shall immediately communicate the precise identification of the incriminated batches and shall implement, at its own expense, a product recall procedure.
8.3. The Supplier is responsible for any lack of conformity and/or defect that exists at the time of delivery of the products and undertakes to the Buyer to immediately replace the products where possible or, at the Buyer’s option, to reimburse the products, without prejudice to any claim for compensation for the loss suffered.
In the event that the Supplier proves unable to ensure the proper performance of this clause, the Buyer reserves the right to terminate the order in accordance with Article 10 below, without prejudice to the application of penalties for delay and any compensation.
9.1. In general, the Supplier shall be liable to the Buyer and to third parties (in particular the Buyer’s customers) for damages of all kinds, direct and/or indirect, bodily, material and/or immaterial, consequential or otherwise, related to the non-performance or poor performance of any of its obligations. It is hereby specified that the Supplier shall bear all the financial consequences borne by the Buyer as a result of the Supplier’s failure to comply with its obligations, whether such failure is attributable to the Supplier or to its agents or employees, subcontractors, suppliers and/or contractors.
9.2. The Supplier declares that it has taken out insurance covering all of these risks with an insurance company that is known to be solvent, and undertakes to provide the Buyer, on first request, with all proof of the existence of insurance guarantees and the corresponding amounts.
In the event of non-performance by the Supplier of any of its obligations arising from these general terms and conditions and/or the Buyer’s orders in accordance with Article 2, the Buyer shall be entitled to terminate the contract by operation of law, after formal notice by registered letter with acknowledgement of receipt has remained unanswered after 8 days, and without prejudice to any damages that the Buyer may be entitled to claim as a result of the Supplier’s failures. It is understood that where the breach cannot be remedied, and in particular in the case of a breach of an obligation not to do, termination will take place with immediate effect.
11. APPLICABLE LAW – JURISDICTION
11.1. All the clauses contained in these general terms and conditions as well as all the contractual transactions referred to in them are subject to French law.
11.2. ANY DISPUTE IN RELATION TO THE OPERATIONS COVERED BY THESE GENERAL CONDITIONS, EVEN IN THE EVENT OF A WARRANTY CLAIM OR PLURALITY OF DEFENDANTS, SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF MANOSQUE.