General terms and conditions of sale 2025
1. GENERAL CLAUSES
Orders sent to LOUIS FRANÇOIS are subject, without exception, to the present general terms and conditions which, together with the price lists applicable to each category of customer (craftsmen, distributors and industrialists), constitute the sole basis of the commercial relationship between the parties, as mentioned in article L 441-1 of the French Commercial Code. They take precedence, without restriction or reservation, over all general conditions of purchase and documents of the Buyers, whatever their terms. All orders imply acceptance of our general terms and conditions of sale by the Buyer.
The present general terms and conditions of sale are communicated without delay to any Buyer who so requests, and the latter has one month in which to indicate the points he or she wishes to renegotiate and request that special terms and conditions be drawn up in addition to any summary agreement
required by law.
2. CONTRACT
2.1 | Price quotations we send to our customers are always without obligation and orders are subject to our written confirmation.
2.2 | The order becomes final in the absence of any written comment from the Buyer within 24 hours of the dispatch of our order confirmation. Our written confirmation of the order, which alone is binding on us, shall prevail in the event of a dispute.
3. PRICES & TERMS OF PAYMENT
3.1 | The prices of our goods are indicated on our price offers. Unless otherwise agreed or specifically mentioned, they are per Kg, ex-works, excluding insurance, packaging, transport and customs.
A minimum amount is set for deliverable orders: And, in addition, a fixed indemnity for collection costs of €40. We reserve the right to ask the Buyer for an additional indemnity if the collection costs actually incurred exceed this amount, upon presentation of supporting documents.
3.10 | In the event that payment terms are granted to one of our Customers on an exceptional basis, non-payment on the agreed due date, or failure to accept drafts will result in the forfeiture of all sums owed by the Customer to LOUIS FRANÇOIS. We also reserve the right to request payment in advance.
- In France at 250 € HT for craftsmen and 500 € for distributors/wholesalers; free delivery will be granted from 500 € HT for craftsmen and 1000 € HT for distributors/wholesalers.
- And abroad, minimum order of €2,000 excluding VAT, with transport extra if delivery is requested.
Subject to the reservations below, these offers indicate the period of validity after which prices are subject to change, in particular due to price fluctuations.
3.2 | When it is known, no negotiation may be carried out on the portion (aggregated or not) of the tariff corresponding to the price of agricultural raw materials, except in the cases provided for by law (art. L443-8C.com).
3.3 Except when LOUIS FRANÇOIS acts as a wholesaler, the share, aggregated or not, of agricultural raw materials entering into the composition of our products, or the use of a third-party certifier, as well as legal information on any agricultural sales contracts, will be mentioned in our price list, according to our suppliers' indications.
From the 4th month following the promulgation of the law of 18.10.2021, prices may be revised according to "indicators relating to the relevant costs of production in agriculture and the evolution of these costs" to be established by interprofessional organizations and, failing that, by agricultural technical institutes (art.L631-24_III C.Rural).
Without prejudice to the legal indexation clause to be inserted in distribution agreements to update prices automatically in the month following the triggering of the clause, a renegotiation, confidential and in good faith, may also be undertaken over a maximum period of one month to ensure a fair distribution of the consequences of fluctuations in the price of agricultural and food raw materials for all players in the supply chain. Even in
the event of failure, a report must be drawn up, and in the event of disagreement, the matter must be referred to the Mediation officer for agricultural trade relations whenever the dispute falls within his remit. Failing better agreement between the parties, the revised price is set unilaterally by LOUIS FRANÇOIS, which is responsible for justifying the amount in the event of a dispute, and for compensating the Customer in the event of abuse, as provided for in art. 1164 of the French Civil Code for framework agreements.
3.4 | Cancellation of an order, once accepted by Louis François, is subject to payment of the following penalty:
- Up to 10 days before shipping date: no penalty.
- Between 10 days and 1 day: 50% of the order amount excluding VAT.
Cancellations are not possible from the day of shipment.
3.5 | No credit notes will be issued for samples or unsold goods. Any return or discount must be subject to prior written agreement before any invoicing.
3.6 | Samples will be sent under the following conditions:
- Samples in sachets from 30g to 100g for testing: 1st shipment free of charge (up to a limit of 10 sachets/ref and 6 references in all); 2nd shipment free of charge if accompanied by an actual order for the sampled products.
- Boxed samples: 1st shipment charged at 50% up to a maximum of 5kg; a discount of the same amount will be applied to the following order.
3.7 Unless otherwise stipulated in our price quotations and in compliance with current legislation, goods are payable in cash on the date of our order confirmation, without the Buyer being entitled to any discount.
In the event that, by derogation to the preceding paragraph, a down payment is agreed, the latter shall be automatically acquired by us and shall not give rise to any reimbursement whatsoever in the event of cancellation of the order by the Buyer before the date scheduled for the supply of the products ordered, for any reason whatsoever, with the exception of force majeure.
3.8 | Any delay in payment authorizes LOUIS FRANÇOIS, in application of article 1219 of the Civil Code, to suspend delivery in the case of unpaid goods.
3.9 | In accordance with art. L441-10 of the French Commercial Code, in the event of late payment of the sums due, the Buyer will automatically be liable, without any formality or prior formal notice, on the day following the payment date shown on the invoice:
Firstly, penalties. These will be calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus twenty percent.
4. DISCOUNTS
We may grant our Customers discounts on our price offers according to the quantity of products purchased under a single order or the frequency of their orders.
5. PRODUCT FEATURES
A forerunner in the fields of texturizers, emulsifiers, preservatives and food ingredients, our company manufactures and markets a wide range of high-quality products worldwide, mainly for the Bakery, Patisserie, Chocolate, Confectionery, Ice cream and Gastronomy industries.
The information we give on our products is for guidance only: tests are always necessary. The Buyer must ensure that our products are compatible with the use he wishes to make of them. It is the Buyer's responsibility to check the conformity of the product upon receipt of the order.
Our company accepts no liability whatsoever resulting from incorrect use or use that does not conform to caution, custom and instructions for use.
6. DELIVERY & TRANSPORT & DEADLINES
6.1 | Delivery is made by the carrier to our warehouses. Our goods always travel at the Buyer's risk, whatever the mode of transport or the method of payment: carriage paid or carriage forward. The weight recognized on departure is the only valid one.
6.2 | The integrity of the products is guaranteed on departure from the company. It is therefore the responsibility of our customers to check the quality of the goods delivered, their packaging and packing, as soon as they receive them, and before any processing or use; if necessary, to make any reservations on the driver's CMR consignment note, and to report any damage or loss to the carrier within three days, not including public holidays, of delivery, by extra-judicial document or by registered letter, in accordance with article L 133-3 of the French Commercial Code.
6.3 | In the event of apparent defects, missing products, or non-conformity of the product delivered with the product ordered, any complaint must also be sent to us by registered letter with acknowledgement of receipt within 3 days for metropolitan sales, 7 days for international sales, following receipt of the goods.
6.4 | No claim will be validly accepted if the Buyer fails to comply with these formalities, and the goods will be deemed to have been accepted in their entirety without any qualitative or quantitative restrictions. It is the Customer's responsibility to provide any justification as to the reality of the anomalies or defects observed. The Customer must allow our company every facility to ascertain and remedy such defects.
6.5 | For all returned goods, and subject to our prior agreement, shipment will be at the Customer's expense, in the original packaging or equivalent, at the Customer's risk.
6.6 | Our delivery times are given as an indication only and without guarantee. Non-compliance with delivery times shall not give rise to any indemnity or penalty, and the Buyer expressly waives its right to invoke the provisions of articles 1611 and 1222 of the French Civil Code. Likewise, no cancellation of the sale may be instituted by the Buyer. No penalty may be deducted automatically or in the event of unforeseen circumstances or delays beyond our control, or if the Buyer does not prove any shortage of stock.
6.7 | We retain ownership of all consigned materials, e.g. pallets. Any material not returned in good condition within 3 months of delivery will be invoiced.
7. LIMITATION OF LIABILITY
We cannot be held liable for defects resulting from force majeure (insurmountable and unusual external event) or customer fault (faulty handling, storage or use, etc.).
In the event of our contractual liability being invoked, our obligations are limited to replacing the product in question at our expense, or reimbursing the price paid by the Buyer.
Under no circumstances may our liability, whatever the grounds, (i) exceed the value of the products in question, (ii) cover only foreseeable and direct damage, and (iii) be time-barred after one year from the legal starting point. All claims must be supported by documentary evidence without presumption. For sales abroad, the transfer of risk to the buyer is governed by the provisions of INCOTERMS EXW, unless otherwise agreed by the parties.
8. RETENTION OF TITLE CLAUSE
We retain ownership of the goods sold, allowing us to repossess said goods, until effective payment of the full price in principal and accessory.
Any clause to the contrary, notably inserted in the customer's general terms and conditions of purchase, is deemed unwritten in accordance with Article L621-122 of the French Commercial Code.
Resale authorization is automatically withdrawn in the event of receivership or compulsory liquidation. In the event of the opening of such proceedings, the Customer undertakes to inform us by registered letter within 15 days of the declaration of cessation of payments.
Any down-payment made by the Purchaser shall be retained by the Supplier as a lump-sum compensation, without prejudice to any other action it may be entitled to take against the Purchaser as a result.
9. DISPUTE RESOLUTION
Any dispute of any nature whatsoever concerning the validity, interpretation, performance or termination of this sales contract shall fall under the EXCLUSIVE COMPETENCE OF THE COMMERCIAL COURT OF MEAUX, even in the event of multiple defendants or third-party claims.
By express agreement between the parties, these general terms and conditions of sale and the purchase and sale transactions arising therefrom are governed by French law, to the exclusion of the provisions of the Vienna Convention. They are written in French. Should they be translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.