GTC

1. GENERAL CLAUSES

Orders placed with LOUIS FRANCOIS are subject without exception to these general terms and conditions which, together with the price lists applicable to each category of clientele (small-scale businesses, distributors and manufacturers), form the sole basis of the business relationship between the parties, as referred to in Article L441-1 of the French Commercial Code. They shall unconditionally and unreservedly prevail over Buyers’ general terms and conditions of purchase and other documents, regardless of their terms. By placing an order with LOUIS FRANCOIS, the Buyer is deemed to have accepted our general terms and conditions of sale.

These general terms and conditions of sale will be provided without delay to the Buyer upon request, and the Buyer will have a period of one month within which to raise any points they wish to renegotiate and to request the drafting of special terms and conditions in addition to the summary agreement that may be required by law.

2. CONTRACT

2.1 We are not bound by the price offers we send to our Customers, and orders are subject to our written confirmation.2.2 Orders will become final unless the Buyer sends written observations to us within 24 hours of us sending our order confirmation. Our written order confirmation is the only document that is binding on us and will be authoritative in the event of a dispute.

3. PRICE & PAYMENT TERMS

3.1 The prices of our products are stated on our price offers. Unless we specifically agree or state otherwise, our prices apply per kilo, ex works and exclude VAT, insurance, packaging, transport costs and customs duties.The following minimum order values apply:
- in France: €250 (excluding VAT) for small-scale businesses and €500 for distributors/wholesalers; carriage is free for orders of €500 (excluding VAT) and above placed by small-scale businesses and for orders of €1,000 (excluding VAT) and above placed by distributors/wholesalers;
- other countries: €2,000 (excluding VAT), on the understanding that shipment will be charged separately if products are shipped to the Buyer.
Subject to the reservations set out below, our price offers state the period for which the prices apply, after which they may be changed, particularly due to a fluctuation in exchange rates.

3.2 The portion of the price (if known, and whether aggregated or not) corresponding to the price of raw agricultural materials is only negotiable in the scenarios provided for by law (Article L443-8 of the French Commercial Code).

3.3 Save where LOUIS FRANCOIS acts as a wholesaler, the portion (whether aggregated or not) of the raw agricultural materials contained in our products, the service provided by an external certifying body and (where applicable) the information on agricultural sales contracts required by law will be stated on our price list, in accordance with the information provided by our suppliers.
As from the fourth month following the promulgation of the French Act of 18 October 2021, our prices may be revised according to the ‘indicators for relevant agricultural production costs and cost increases’ prepared by the relevant interprofessional organisations or otherwise by technical agricultural institutes (Article L631-24-III of the French Rural Code).
Without prejudice to the statutory indexation clause that must be included in distribution agreements for the purpose of automatically updating prices within one month of implementation of the clause, prices may be renegotiated, confidentially and in good faith, for a maximum period of one month, to ensure the fair apportionment of the consequences of fluctuations in the price of raw agricultural materials and foodstuffs for all those involved in the supply chain. Even if the negotiations are unsuccessful, a report will be drawn up, and any dispute must be referred to the mediator of agricultural business relationships, providing that the matter is within their remit. If the parties fail to agree, the revised price shall be unilaterally set by LOUIS FRANCOIS, which must provide an explanation in the event of a disagreement and compensate the Customer in the event of an abuse, as provided for in Article 1164 of the French Civil Code in relation to framework agreements.

3.4 The following penalty will be due if an order accepted by LOUIS FRANCOIS is subsequently cancelled:- cancellation up to 10 days prior to the date of dispatch: no penalty;- cancellation between 10 days and 1 day prior to the date of dispatch: 50% of the order amount (excluding VAT). Orders may not be cancelled on or after the scheduled date of dispatch.

3.5 No credit note will be issued for samples or unsold products. Products will only be taken back or discounted with our prior written consent before an invoice has been issued.

3.6 Samples will be sent on the following terms:
- Samples in sachets of 30g to 100g for testing: the first set of samples (up to 10 sachets/product of up to 6 products) will be sent free of charge; the second set of samples will be sent free of charge if an order is placed for the relevant products;
- Samples in boxes: the first set of samples (up to 5kg) will be subject to a 50% discount, and the same discount will be applied to the next order.

3.7 Unless our price offers contain more favourable terms and in accordance with the legislation in force, products must be paid for in cash on the date of our order confirmation, without the Buyer being entitled to claim any discount.
If, notwithstanding the previous paragraph, the payment of a deposit is agreed, the deposit will automatically belong absolutely to us and will not be refunded if the order is cancelled by the Buyer before the date on which the order products are to be supplied, save in the event of force majeure.

3.8 Pursuant to Article 1219 of the French Civil Code, LOUIS FRANCOIS reserves the right to suspend the delivery of any products that are not paid for on time.

3.9 In accordance with Article L441-10 of the French Commercial Code, if the Buyer has not paid the amounts due the day after the payment due date stated on the invoice, they will be automatically liable to pay the following, without formality or prior notice:
- a penalty, which will be charged at twenty per cent above the interest rate applied by the European Central Bank to its most recent refinancing operation; and
- a fixed debt collection fee of €40. We reserve the right to ask the Buyer to pay an additional indemnity if the debt collection fees actually incurred exceed the above amount, on presentation of supporting documents.

3.10 If we agree on exceptional occasions to grant a Customer additional time for payment, if that Customer fails to pay on the agreed date or if a bill of exchange is rejected, all amounts owed by the Customer to LOUIS FRANCOIS will fall due. We also reserve the right to request payment in cash if there is any doubt as to the Customer’s solvency.

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 CHARACTERISTICS

A pioneer in the fields of food texturisers, emulsifiers, preservation and 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 sectors.
The information we provide about our products is given by way of a guide and our products must always be tested. The Buyer must ensure that our products are suitable for the purpose for which the Buyer intends to use them. It is the Buyer’s responsibility to check the conformity of our products upon receipt of the order. Our company will not be liable if our products are used incorrectly, carelessly or other than in accordance with customary practices and the directions for use.

6. DELIVERY, TRANSPORT & DELIVERY TIMEFRAMES

6.1 Products are made available to the carrier at our warehouses. Our products are always carried at the Buyer’s risk, regardless of the mode of transport used and the applicable payment terms: carriage paid or carriage forward. The weight recorded at the point of departure is the only weight taken into account.

6.2 We guarantee the integrity of our products when they leave our premises. Our Customers must therefore inspect the quality of the products delivered, their packaging and their packing upon receipt, before processing or using them, record any reservations on the driver’s consignment note and report any damaged or missing products to the carrier within three days of delivery (excluding public holidays), by extrajudicial document or registered letter in accordance with Article L133-3 of the French Commercial Code.

6.3 If the Customer ascertains an apparent defect, a missing product or a product that differs from the product ordered, they must submit a claim to us by registered letter (with acknowledgement of receipt) within three days of receipt of the products for domestic sales or seven days for international sales.

6.4 Claims will not be validly accepted unless the Buyer completes the above formalities, and the Buyer will be deemed to have accepted the quality and quantity of all the products delivered. The Customer must provide proof of any such issues or defects, and allow us to ascertain and resolve them.

6.5 Any products that are returned to us with our prior consent must be returned at the Customer’s expense and risk, in their original or similar packaging.

6.6 Our delivery timeframes are stated solely by way of a guide and are not guaranteed. We will not be liable to pay an indemnity or penalty if our stated delivery times are not met, and the Buyer expressly agrees not to rely on the provisions of Articles 1611 and 1222 of the French Civil Code. Similarly, the Buyer may not cancel the sale. No penalty will be applied automatically or in the event of an issue or delay beyond our control, or if the Buyer does not produce proof of a stock shortage.

6.7 We shall remain the owners of any returnable materials delivered to the Buyer, such as our pallets for example. The Buyer will be charged for any materials that are not returned in good condition within three months of delivery.

7. LIMITATION OF LIABILITY

We may not be held liable for any defect due to a force majeure event (an insurmountable and unusual event beyond our control) or for any wrongdoing by the Customer (inappropriate handling, storage, use, etc.).
If a liability claim is made against us, we are only obliged to replace the product at issue at our expense or to reimburse the price paid by the Buyer.
The liability we may incur on any grounds (i) must not under any circumstances exceed the value of the products at issue, (ii) will only cover foreseeable and direct damage and losses, and (iii) may not be incurred more than one year after the start date provided for by law. Relevant documents must be provided in support of any claim and it must not be assumed that we are liable. For Buyers outside France, unless the parties agree otherwise, the risk associated with the sale products will pass to the Buyer in accordance with EXW Incoterms.

8. RETENTION OF TITLE CLAUSE

We shall retain ownership of the products we sell, and may therefore recover possession of the products, until the price thereof (principal and ancillary amounts) has been paid in full.In accordance with Article L621-122 of the French Commercial Code, any clause – particularly a clause of the Customer’s general terms and conditions of purchase – which states otherwise will be deemed void ab initio.
Permission to resell our products will be automatically withdrawn if the Buyer is subject to compulsory administration or compulsory liquidation proceedings. If any such proceedings are initiated, the Customer undertakes to notify us accordingly by registered letter within 15 days of the notice that payments have been suspended.
Any deposit paid by the Buyer will belong absolutely to the Supplier as fixed compensation, without prejudice to any other action which the Supplier may be entitled to take against the Buyer as a result.

9. DISPUTE RESOLUTION

THE COMMERCIAL COURT OF MEAUX HAS EXCLUSIVE JURISDICTION to hear and decide any dispute that arises out of or in connection with the validity, interpretation, performance or termination of this sales contract, including if there is more than one defendant or if a third party is joined to the proceedings.
The parties expressly agree that these general terms and conditions of sale and the purchase and sale transactions entered into hereunder are governed by French law, to the exclusion of the provisions of the Vienna Convention.
The terms and conditions were originally drafted in French. In the event that they are translated into one or more other languages, only the French version shall be authoritative in the event of a dispute.