General Terms and Conditions of Sale 2026
1. GENERAL CLAUSES
Orders placed with LOUIS FRANÇOIS are subject without exception to these general terms and conditions, which, together with the price lists applicable to each customer category (craftsmen, distributors, and manufacturers), constitute the sole basis of the commercial relationship between the parties, as referred to in Article L 441-1 of the French Commercial Code. They prevail without restriction or reservation over all general terms and conditions of purchase and documents of the Buyers, regardless of their terms. Any order implies acceptance of our general terms and conditions of sale by the Buyer.
These general terms and conditions of sale shall be communicated without delay to any Buyer who requests them, the latter having one month to indicate the points it wishes to renegotiate and request the establishment of Special Conditions in addition to the Summary Agreement that may be 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 quotes. Unless otherwise agreed or specified, they are quoted per kg, excluding VAT, ex works, excluding insurance, packaging, transport, and import customs duties in the destination country.
A minimum amount is set for deliverable orders:
- In France, €200 excluding VAT for craftsmen and €500 for distributors/wholesalers; free shipping will be granted for orders over €500 excluding VAT for craftsmen and €1,000 excluding VAT for distributors/wholesalers.
- And abroad, minimum order of €2,000 excluding tax, Incoterm FCA, with transport costs added if delivery is required.
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 | Where known, no negotiation may relate to the portion (aggregate or otherwise) of the price corresponding to the price of agricultural raw materials, except in cases provided for by law (Art. L443-8C.com).
3.3 | Except when LOUIS FRANÇOIS acts as a wholesaler, the proportion, whether aggregated or not, of agricultural raw materials used in the composition of our products, or the use of a third-party certifier, as well as, where applicable, legal information on any agricultural sales contracts, will be mentioned in our price list, based on information provided by our suppliers.
From the fourth month following the enactment of the law of October 18, 2021, prices may be revised based on "indicators relating to relevant agricultural production costs and changes in these costs" to be established by interprofessional organizations or, failing that, by agricultural technical institutes (Art. L631-24_III C.Rural).
Without prejudice to the legal indexation clause to be included in distribution agreements in order to automatically update prices in the month following the triggering of the clause, confidential and good-faith renegotiation may also be undertaken for a maximum of one month to ensure a fair distribution of the consequences of fluctuations in the prices of agricultural and food raw materials for all actors in the supply chain. Even if unsuccessful, it shall give rise to a report and, in the event of disagreement, shall be followed by referral to the Mediator for Agricultural Trade Relations whenever the dispute falls within his jurisdiction. In the absence of better agreements between the parties, the revised price shall be set unilaterally by LOUIS FRANÇOIS, which shall be 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 Article 1164 of the 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 30g to 100g bags for testing: first shipment free (limited to 10 bags/reference and 6 references in total);
- Boxed samples: first shipment billed at 50% up to a limit of 5kg.
3.7 | Unless otherwise stipulated in our price quotes and in accordance with applicable law, 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 way of derogation from the previous paragraph, it is agreed that a deposit will be paid, this deposit shall be automatically forfeited and shall not give rise to any refund in the event of cancellation of the order by the Buyer before the date scheduled for delivery of the products ordered, for any reason whatsoever other than 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.
- And, in addition, a fixed compensation fee of €40 for recovery costs. We reserve the right to request additional compensation from the Buyer if the recovery 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, failure to pay by 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 cash payment in the event of doubt about the solvency of the said Customer.
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 pioneer in the fields of texturizers, emulsifiers, preservatives, and food ingredients, our company manufactures and markets a wide range of high-quality products worldwide, primarily for the bakery, pastry, chocolate, confectionery, ice cream, and gastronomy industries.
The information we provide about our products is for informational purposes only: testing is always necessary. The Buyer must ensure that our products are compatible with the intended use. It is the Buyer's responsibility to check the conformity of the product upon receipt of the order. Our company is not liable for any damage resulting from incorrect use or use that does not comply with the precautions, customs, and instructions for use.
6. DELIVERY & TRANSPORT & DEADLINES
6.1 | Delivery is made by making the goods available to the carrier at our warehouses. For exports outside the EU and French overseas departments and territories, transport and insurance costs, as well as all customs duties, taxes, and levies of any kind, are shared between the Seller and the Customer under the conditions defined by the latest version of INCOTERM included in the Contract; if not specified, INCOTERM is FCA. However, our goods always travel at the Buyer's risk, regardless of the mode of transport or the terms of payment: carriage paid or carriage due. The weight recognized at departure is the only valid weight.
6.2 | The integrity of the products is guaranteed upon departure from the company. It is therefore the responsibility of our Customers to check the quality of the goods delivered, their packaging and condition upon receipt and before any processing or use; If necessary, they must note any reservations on the driver's CMR consignment note and report any damage or loss to the carrier within three days, excluding public holidays, following delivery, by extrajudicial 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 any defect resulting from force majeure (an insurmountable and unusual external event) or customer error (improper handling, storage, or use, etc.).
In the event that our contractual liability is invoked, our obligations are limited to replacing the product in question at our expense or refunding the price paid by the Buyer.
Under no circumstances shall our liability, regardless of the basis thereof, (i) exceed the value of the products in question, (ii) cover only foreseeable and direct damages, and (iii) be limited to one year from the legal starting point. All claims must be justified with supporting evidence and without presumption.
8. RETENTION OF TITLE CLAUSE
We retain ownership of the goods sold, allowing us to repossess said goods, until full payment of the principal and ancillary costs has been made.
Any clause to the contrary, particularly those included in the Customer's general terms and conditions of purchase, shall be deemed null and void in accordance with Article L621-122 of the French Commercial Code.
The resale authorization shall be automatically withdrawn in the event of receivership or judicial liquidation. In the event of such proceedings being initiated, the Customer undertakes to inform us by registered letter within 15 days of the declaration of insolvency.
Any deposit paid by the Buyer shall be retained by the Supplier as lump-sum compensation, without prejudice to any other actions it may be entitled to take against the Buyer as a result.
9. DISPUTE RESOLUTION
Any dispute of any nature whatsoever relating to this sales contract, including its validity, interpretation, performance, or termination, shall fall within the EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF MEAUX, even in the event of multiple defendants or the introduction of third parties.
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. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.