GENERAL TERMS AND CONDITIONS OF SALE
In these General Terms and Conditions of Delivery the following definitions apply:
- Magistange : simplified limited liablity company MAGISTANGE, registered in the Trade and Companies Register of Cahors under the number 791 887 136 and whose registered office is Lieu-dit Laumond-Mareuil, 46200 Le Roc, France.
- The Customer : all companies with which MAGISTANGE enters into an Agreement to supply goods.
- Agreement : the Agreement between MAGISTANGE and the Customer in relation to the supply of goods by MAGISTANGE to the Customer.
- Contract : a contract is a sales confirmation between MAGISTANGE and the Customer that defines the thing, the price, the quality, the quantity and the payment terms.
References to "we", "us" or any other reference of the same type must be understood as referring to the seller, MAGISTANGE.
1/ CONTRACTS / OFFERS
These Terms and Conditions are applicable to all requests, offers and Agreements relating to the supply of goods by MAGISTANGE to the Customer.
A sale from our company is only valid if a contract or a sales confirmation has been signed in advance or if a preorder on the following website www.fruitforindustry.eu has been accepted by the administration.
The acceptance of a contract or a sale results from the acknowledgement of receipt or the absence of a dispute of the order within 24 hours of its dispatch.
The acceptance and execution of the sale implies to the acceptance of the contract, of the general terms and conditions of sale and of the special conditions stipulated in the sale, notwithstanding any clause to the contrary, printed or handwritten, contained in the seller's documents.
If these terms and conditions are translated into several languages and in the event of any discrepancy, the English version shall prevail.
All offers are without obligation even if the offer contains a period for acceptance.
Unless agreed otherwise in writing, offers made by MAGISTANGE, including quotations, preorders and price lists, are without obligation and are valid until the validity date indicated on the website. MAGISTANGE reserves the right to revoke its offer, even after the Customer has accepted it.
Offers made by Green Organics do not apply to future orders.
2/ CANCELLATION OF SALES
Subject to any applicable public policy provisions, our sales shall be automatically terminable in the event of payment or judicial liquidation of the buyer.
3/ PRICES & PAYMENT TERMS
Unless otherwise agreed, the prices indicated on the contracts and on our sales confirmations are exclusive of VAT. If the incoterm used is DDP other costs are also exclusive, such as import and export duties, transport and packaging expenses. No price decrease will be accepted, except with the prior written agreement of our Sales Department and before any delivery. The price is based on Delivered Duty Paid or Delivered at Place, Place of the Customer (DDP or DAP, Incoterms 2010), unless otherwise agreed in writing. The payment conditions are those that appear on the sales contract. All our sales are covered by COFACE. Before goods are delivered, MAGISTANGE is at all times entitled to request sufficient security at their credit assurance. Refusal by the Customer to provide the requested security gives MAGISTANGE the right to terminate or suspend the Agreement, without prejudice to MAGISTANGE’S right to demand compensation for damage incurred. Unless other payment conditions have been agreed in writing, payment must be made, without any deduction or bank charges, within thirty (30) days of the invoice date in the currency stated. Payment is deemed to have been made as soon as the amount due has been irrevocably transferred to the Supplier’s bank account.
In the event that the Customer fails to pay any claim from the Supplier, the Supplier has the right to suspend the further execution of all the current agreements between the Supplier and the Customer, until the payment has been made, while, even if agreed otherwise, advance payment in cash can be required for further supplies. If the Customer has not settled an invoice within the term, it will automatically be in default and will owe some interest per month to Green Organics (3 times the interest rate : law 2008-776 of the 04/08/2008) and will owe a compensation for the recovery costs of 40 Euro.
In the case of a compound quotation there is no obligation for the Supplier to deliver the goods included in the quotation for a proportional part of the price stated. The quotation does not automatically apply to repeat orders.
4/ LIABILITY & RISKS RESULTING FROM THE TRANSPORT
The delivery of goods or articles sold by us will always be deemed to take place according to the Incoterm indicated in the contract.
It is specified that in the event that the special conditions of the sale contain one or more commercial terms appearing in the "Incoterms" published by the International Chamber of Commerce reference should be made to this document for the interpretation of the latest version in force, when establishing our sale.
Only the conditions and methods of payment as stated in the contract apply.
By express agreement, we will transfer the risks of the goods from the moment they are made available to you in accordance with the Incoterm chosen.
All goods delivered to the Customer will remain the property of the Supplier until the date of payment in full of all our claims, on whatever grounds, including interest and costs. The Customer is not allowed to pledge the goods to third parties or to transfer ownership to third parties before payment has been made in full, except in the course of normal business activities.
The Supplier is not liable for any damage incurred by the Customer with the exception of intent or gross negligence of the Supplier.
MAGISATNGE shall never be liable for indirect damage, including consequential damage, lost profits, etc.
Notwithstanding the foregoing, MAGISTANGE’S liability for each harmful event is limited to the amount covered by MAGISTANGE’S liability insurance. If this insurance offers no cover or the insurer does not pay out, MAGISTANGE’S liability is limited to the invoice amount with regard to the goods that MAGISTANGE has supplied to the Customer to which MAGISTANGE’S liability relates.
MAGISTANGE shall never be liable for damage caused by third parties that have been engaged.
Any claim on the quality of the goods will expire if the claim is not submitted in writing to the Supplier, within one 24 hours after delivery of the goods. Any claim on the quantity of the goods will expire within one 48 hours after delivery of the goods. The Supplier may deliver up to 10% more or less of the contracted amount.
5/ DEPOSIT PACKAGING
The goods can only be returned if the incoterm chosen by the customer was DAP or DDP. For the return to be accepted, it has to be reported within the following hour in order to plan the transport back. We have a 24 hour deadline after time of delivery to plan the transport.
All Invoices mentions the type of goods, the sales contract number (starting by CDV) and the delivery note (starting by BLC).
They will be prepared and sent according to the instructions given. The content of the invoice will comply with the legal provisions in force.
7/ DELIVERY DEADLINES
The delivery date specified in the sale is the date of arrival of the goods in the customers factories/warehouses and not the date of shipment. Customers will therefore have to take into account the delivery dates so that the goods are always delivered on time in the customers factories/warehouses. In the event that delivery times or deadlines are not respected by the customer, our company reserves the right to bill the time delayed at the customers factories.
The stated or agreed delivery period is an approximate estimate and will not be regarded as a final deadline.
The Customer has a purchase obligation. If the Customer fails to take receipt of the goods at the specified time, the Customer is in default and the Supplier can optionally terminate the agreement.
8/ DELIVERY HOURS
Deliveries will be made during the scheduled hours planned with the customer at their facility or at their factories to which they ask us to ship the goods.
9/ DOCUMENT TO BE PROVIDED FOR EACH DELIVERY
Document provided by MAGISTANGE :
- Delivery Note
- Cleaning certificate for the bulk trucks
Document to be provided by the buyer :
- Weight note. Each delivery of fresh fruit & veg. must be accompanied by a weight note on which all the information concerning the weight of the sale will be indicated. The weight note must be sent to MAGISTANGE within 7 days.
The goods are guaranteed to comply with the regulations in force in Europe and they will comply with the specifications established by mutual agreement and in any case and generally
speaking, they must comply for the use for which they are intended.
We deliver quality certified goods. The organic goods are certified by organization ECOCERT (FR-BIO-10). MAGISTANGE has the IFS BROKER certification for all their goods.
11/ RECEPTION : QUALITY CONTROL / QUANTITY
All goods that do not comply with the provisions of the sale, in term of quality, may be refused by the customer but within 24 hours and they will be made available to MAGISTANGE. The Customer is obliged to inspect delivered goods within twenty-four (24) hours of delivery when MAGISTANGE delivers fresh products to the Customer
In the event of a dispute over quality and in the absence of an amicable settlement, the seller has 48 hours to appoint an expert to visit the goods and the customer has also 24 hours to prove the quality difference by sending for example analysis’, pictures and a formal claim.
In the event of non-compliance with the product specifications the seller reserves the right to use breakdown service sales.
Under no circumstances and in no form whatsoever may our sales give rise to direct or indirect advertising.
13/ OBLIGATIONS UNDER THE LABOUR CODE
In accordance with the provisions of the Act of 31 December 1991 on the fight against illegal employment, all customers are required to fulfil their obligations under Article L 324-10 of the Labour Code. The customer shall be required to provide proof of this at our first request, under penalty of automatic termination of the order notwithstanding any damages.
14/ TRANSFER OF OWNERSHIP
The transfer of ownership will be carried out after acceptance of the quality in the receiving factories and full payment of the price.
15/ PATENTS AND PATTERNS - DOCUMENTS
The acceptance of our sales guaranties to our customers that the delivery will be made free of all industrial property rights.
In addition, all documents, written or verbal indications which are or which will be communicated to you, are and will remain, unless otherwise agreed, our property; they will not be communicated or reproduced without our explicit authorization. They will be returned to us upon any request from us.
Any signature of a contract with our company may be subject to the prior signature of a confidentiality agreement.
In case of a complaint, the Customer has the obligation to keep the goods complained about at the disposal of the Supplier. The Customer also has the obligation to cooperate with any investigation by the Supplier or by a third party engaged by the Supplier. If the complaint is declared well-founded the costs of the investigation will be for the Supplier. If the complaint is considered to be unfounded the costs will be for the Customer.
A complaint does not entitle the Customer to not fulfil the (payment) obligations towards the Supplier, or to invoke suspension or set-off respectively.
If a complaint is expressed, well-founded and within the time limits set for complaints, the Supplier will only have the obligation to deliver the missing goods, to replace the goods delivered or to take back the goods and to credit the Customer for the invoice amount in question. Under no circumstance is the Supplier obliged to reimburse other costs and/or damage.
Cancellation of an order by the Customer is in principle not possible. However, if the Customer cancels an order, in whole or in part, for any reason whatsoever, the Customer must reimburse the Supplier for all costs reasonably incurred in view of the performance of the order (including preparation costs, storage charges …) without prejudice to the Supplier’s right to payment for loss of profits and other damage. Furthermore, the Customer must pay the costs arising from the cancellation and any currency exchange differences if the Supplier with regard to the order has concluded a currency agreement with a bank or another third party.
18/ APPLICABLE LAW
By express agreement, French law shall be the only applicable law and, in the event of a dispute, the Tribunal de Commerce of Cahors shall have sole jurisdiction, even in the event of an incidental claim or guarantee or in the event of multiple defendants and regardless of the method of payment made.
Disputes between the Supplier and customers based outside the EU will be finally settled by means of arbitration of the International Chamber of Commerce ('ICC') in accordance with the Arbitration Regulations of the ICC by one or more arbiters appointed in accordance with these Regulations. The language used is French or English.
19/ FORCE MAJEURE
MAGISTANGE is not bound to meet any obligation under the Agreement if it is prevented from doing so as a result of force majeure. Force majeure in any event means entire or partially failed harvests, weather conditions, diseases and epidemics in plants, wars, import and export bans, frost, strikes, traffic disturbances, regulations, epidemics, loss or damage during storage and transport, fire, theft, all this both in MAGISTANGE’S business and in the business of third parties with which MAGISTANGE does business, and furthermore all causes arising outside the control or the actions of MAGISTANGE.
In the event of force majeure as referred in the paragraph above, MAGISTANGE shall be entitled to comply with the part of the Agreement with which it is capable of complying.
If a situation of force majeure lasts for longer than three (3) months, each of the parties shall be entitled to terminate the Agreement without judicial intervention or notice of default, without MAGISTANGE being required to pay compensation on any basis whatsoever.
The Customer is prohibited from disclosing the content of the Agreement and anything relating to it in any manner whatsoever to third parties, except insofar as required on the grounds of any statutory provision or court decision.
The duty of confidentiality under this article also remains in effect after termination of the Agreement.