GENERAL TERMS AND CONDITIONS OF PURCHASE

References to "we", "us" or any other reference of the same type must be understood as referring to the purchaser, MAGISTANGE, a company 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.

1/ CONTRACTS / ORDERS

The orders of the company are valid only on the basis of a signed contract to be confirmed by phone, emails or fax in reference to the contract.
Acceptance will result from the issuance by the supplier of an acknowledgment of receipt or from a 48 hours silence from the date of the sending of the order.
The acceptance or the performance of the order will imply the acceptance by the supplier, without reserve of the contract, the general conditions of purchase, and the particular conditions mentioned by the order, notwithstanding anything to the contrary.

2/ TERMINATION OF THE ORDERS

Shall the supplier be placed under any kind of insolvency proceedings, orders made by our company shall, subject to any imperative public policy rules, be immediately terminated.

3/ PRICES & PAYMENT TERMS

Unless otherwise agreed, the prices indicated in the contract and in the orders, are prices excluding tax. No price increase will be accepted, unless there is, before any delivery, a written agreement of our purchasing department.
Regarding fresh fruits and transport for France, the payment will be done 30 days after the 10-day period.
Terms and conditions of payment mentioned in the agreement shall be sole applicable.

4/ TRANSPORT RISK AND RESPONSIBILITY

The goods delivery or the articles ordered by us will be deemed done according to the “Incoterm” indicated in the contract. For the interpretation of the "Incoterm", the parties shall refer to the latest version (at the time of the order) of the document for the interpretation of the said term, published by the International Chamber of Commerce.

5/ RETURNABLE PACKAGES

Re-usable packaging return is at supplier expenses and risks for CIF or DDP incoterm. Re-usable packaging return is at purchaser expenses and risks for FCA incoterm.

6/ INVOICING

Invoices should mention the contract number, the call delivery number, all the references given by us on the order and the delivery slip number. The invoices should be established and sent following the given indications. The contents of the invoice should conform with all relevant rules.

7/ DELIVERY DEADLINES

The delivery date mentioned in the order is the goods arrival date in the purchaser's factory / warehouse and not the expedition date. The supplier will have to take into account relevant deadlines for delivery operations so that the goods arrive in our factory / warehouse at the latest on the day and hour of the deadline fixed by the order or the schedule defined by our company.
In the case where the agreed deadline shall not be respected, our company may terminate the order on simple notice of its part, after a formal demand remained ineffective in a 48 hours period.
In case of late delivery, the purchaser is entitled to terminate the contract, without prejudice of any damages or other applicable forms of compensation being capable of being claimed by our company. In this case, possible extra charges induced by extra purchase will be entirely supported by the supplier and directly deducted from the invoice.

8/ DELIVERY HOURS

Deliveries have to be performed during forecasted hours in the designated location.

9/ NECESSARY DOCUMENTS FOR EACH DELIVERY

Document provided by the supplier :

• CMR
• Delivery Note : each delivery has to go with a delivery note on which all the indications concerning the order have to be written.
• Cleaning certificate for the bulk trucks

10/ GUARANTEES

The supplier warrants that the goods are, at the time of delivery, in compliance with the agreed specifications in the contract, and all relevant regulations in France.
In a general way, the goods have to comply with the use for which they are intended.

11/ RECEPTION : QUALITY / QUANTITY CONTROL

Any supply which does not satisfy the capacities of the order and in particular the terms and conditions mentioned in the above § 10, both as regarding the quantity and the quality, can be refused and be kept for the supplier at his expenses and risks, including those afferent to the expedition. The suppliers cannot take advantage of the payment to refuse to compensate the purchaser. Unless otherwise agreed, the reception and the acceptance of the goods are done in the establishments chosen by us. In case of non-respect of the specification of the product or / and the quantity asked (tolerance taken into account), our company takes the right to do extra purchase cost of which shall be borne by the supplier by compensation against the invoiced price or any other adapted mean.

Fresh fruits orders:
The fruits shall have a healthy, loyal and marketable quality, and shall be free from rot. Pock-marked or non-healed fruits shall be accepted depending on the purchaser goodwill. They shall comply with the current phytosanitary regulations at the expedition time.
Except any particular agreement, small fruits should not represent more than 10% of the batch.
In the event where the commodities which are delivered should partly not conform to what was actually ordered by the purchaser, the purchaser will reduce the received weight. The weight established at the weight-in in our premises shall be retained. The supplier will only be paid on the basis of the so reduced weight.

12/ ADVERTISING

Direct or indirect advertising on orders passed by the purchaser is strictly forbidden.

13/ OBLIGATIONS REGARDING LABOUR CODE

In accordance with the French law dated 31st December 1991 law, regarding illegal work struggle, all suppliers shall conform the French Code du Travail Article L 324-10. The supplier has to provide evidence of compliance with the above-mentioned provisions on our first request, failing which the purchaser may in its entire discretion decide to terminate the contract without prejudice to its right to claim compensation.

14/ SUBCONTRACTOR

No subcontracting can be operated without a written agreement. In the case of a given agreement, the suppliers with which we deal take the full responsibility of the orders performance. In no case, they can take advantage of the fact that whole or part of the supply was ordered by them to one or several subcontractors.

15/ PROPERTY TRANSFER

The transfer of property will be done after acceptance of the quality in our warehouses and full payment of the price.

16/ PATENTS AND PATTERNS - DOCUMENTS

Acceptance of our orders triggers the supplier’s warranty that the delivered goods are free from any industrial propriety rights, and without extra charges for our company. The supplier will have to deal with all possible troubles concerning it and all possible damages for our company. Moreover, plans, execution drawings, manufacturing scheme, notes, in a general way, all documents, written or oral instructions, that are or will be given to the supplier to help him to realise our order, stays and will stay, unless opposite agreement, our property. They should not be communicated or reproduced without our specific permission. They should be sent back to us upon request. The execution of a contract with our company may be subject to the signature of a non-disclosure commitment.

17/ APPLICABLE LAW AND JURISDICTION

The French law shall apply, and the Tribunal de Commerce de Nanterre shall have exclusive jurisdiction to deal with any disputes in relation to the performance, construction, or validity, of any contract signed by the purchaser even in the case of extra request, warranty default or in case of several defendants and regardless the payments means.