General Sales Conditions
GENERAL TERMS AND CONDITIONS OF SALE
Please find below the general terms and conditions of sale of the French company "VDSO COOP SARL", domiciled at 6 Rue de la Chataigneraie in 35540 Plerguer, with a share capital of 1000€ and with the SIRET number 91516701900016. VDSO COOP SARL is the owner and operator of the site www.vergers-du-sud-ouest.fr
ARTICLE 1: APPLICATION OF THE GENERAL TERMS OF SALE
The present general terms and conditions of sale (hereinafter referred to as "GTC") constitute the sole basis for commercial negotiation and are published on our website www.vergers-du-Sud-Ouest.fr.
All deliveries of products or raw materials are made on the basis of Quotations (or purchase orders), whether or not linked to sales contracts, and all such sales are hereinafter referred to as "the Orders".
The party placing an Order in order to acquire ownership of products or raw materials is hereinafter referred to as "the Buyer".
These GTC shall prevail over any other document of the Buyer, and in particular over the conditions of purchase, unless expressly accepted in writing by VDSO COOP SARL (hereinafter referred to as the "Seller"). Any provision to the contrary made by the Buyer (in particular within its general terms and conditions of purchase) will therefore, in the absence of express acceptance, be unenforceable against the Seller, regardless of the time at which it may have been brought to its attention. Acceptance of these GTC shall constitute an express waiver of the Buyer's GTC.
All other documents, in particular catalogues, prospectuses, advertisements and notices, are for information purposes only and are not contractual. An order placed by a Buyer implies unreserved acceptance of these GTC.
ARTICLE 2: ORDERS
In order to be valid, Orders must specify the quantity, the product reference, the agreed price, the payment terms and the place of delivery.
Orders shall only become final, even when taken through representatives or employees, when they are confirmed by the Seller. Unless otherwise agreed, confirmation of the Order shall imply acceptance by the Buyer of these GTC and acknowledgement of full knowledge thereof. Any modification or cancellation of an Order shall be subject to the Seller's express acceptance. Contracts may provide for minimum quantities required to place an order. The benefit of the order is personal to the Buyer and may not be transferred without the Seller's agreement.
ARTICLE 3: PRICES
3.1 TERMS AND CONDITIONS
The products are supplied at the price personally offered to the Buyer at the time of placing the Order. Expressed in euros, the prices are net prices excluding taxes and do not include the cost of transport. Any tax, duty or other charge payable under French regulations or those of an importing or transit country shall be borne by the Buyer.
3.2 PRICE VARIATION OR EARLY TERMINATION CLAUSE
By express agreement, the price of the goods is initially determined between the Buyer and the Seller (hereinafter referred to as "the Parties").
However, in the event of a fundamental change in circumstances imposing on either Party an unfair burden arising from the Order, such as but not limited to an increase in the price of oil, agricultural damage due to climatic events, etc., the Parties agree to consult each other. The parties undertake to consult each other in order to find joint equitable economic adjustments to the initial terms of the Order.
In the absence of agreement between the Parties, partial or total withdrawal by the Seller shall be possible without any prejudice or recourse whatsoever, constituting a total or partial termination of the contract.
ARTICLE 4: DELIVERY
All orders must be confirmed in writing by the Buyer, by fax, e-mail or post.
Deliveries are only made according to availability and in the order of arrival of orders and according to the agreed schedule. The delivery times indicated at the time of confirmation of the order are given only as an indication and are in no way guaranteed, this obligation being only one of means for the Seller. Consequently, any delay not exceeding five days in the delivery of the products shall not give rise to the Buyer's right to :
- The allocation of damages and interest;
- The cancellation of the order.
Where a contract or purchase order provides for the delivery of an Order without reference to seasonality or specific delivery periods, the performance of such contract shall be made on the basis of purchase orders (or sales orders) and deliveries spread evenly over the contractual period.
4.2 TERMS AND CONDITIONS
Delivery is made :
- Either by handing over the goods directly to the Buyer;
- Either by sending a notice of availability in the warehouse to the attention of the Buyer or his carrier;
- Or by delivery to the place indicated by the Buyer on the order form.
The goods which are the subject of the Order must be collected within the period and in the quantities specified. Upon expiration of such period, the Seller reserves the right to ship all or part of the remaining quantities to be delivered at the customer's expense, without notice of default, or to notify the customer of the termination of the Order, without prejudice to any damages in favour of the Seller, with any advance payments already made being retained.
4.3 TRANSFER OF RISK
The risks shall pass to the Buyer when the Buyer or its carrier takes possession of the Order at the place agreed in the order form.
4.4 RIGHT OF WITHDRAWAL
In the event that you are not entirely satisfied with one of the products received, we invite you to contact us by email (firstname.lastname@example.org) to inform us of your request for withdrawal. You have a period of 14 days from receipt of your order to contact us.
- Return of products: You have a maximum of 14 days after your withdrawal request to return the products concerned. The returned products must be in their original condition, accompanied by their original packaging. The costs of returning the goods are at the customer's expense. The products must be returned to the address of the producer concerned.
- Refunds: Refunds will be made within 14 days of receipt of the products in their original condition.
ARTICLE 5: RECEIPT
Complaints about apparent defects or non-conformity of the goods are excluded if they have not been made to the Seller after taking possession of the Order, within THREE (3) days.
In the event of a complaint, the Buyer must make all necessary reservations, namely that any package not accepted must be noted as "refused" on the carrier's delivery note when the goods are received or when the goods are picked up at the Seller's premises. These reservations must also be confirmed in writing within two days of delivery by post, fax or e-mail, otherwise the reservations will be considered null and void.
ARTICLE 6: RESERVATION OF OWNERSHIP
The goods delivered remain the property of the Seller until full payment of the price and its accessories. The Buyer may not resell the goods without the Seller's express prior authorisation.
The Buyer shall not remove the packaging or labels on the goods that have not yet been paid for.
This retention of title clause does not affect the transfer of risks as defined above (article 4.3).
ARTICLE 7: PAYMENT CONDITIONS
All payments shall be made in euros and by bank transfer to the account of the trading company VDSO COOP SARL. This account will be communicated at the time of the order.
ARTICLE 8: JURISDICTION AND DISPUTE
The present contract is subject to French law. In the event of a dispute relating to the interpretation or execution of their agreements, the parties will seek, before any legal action, an amicable agreement and will communicate to this end all the necessary information. In the absence of an amicable settlement, the Commercial Court of Avignon shall have sole jurisdiction.
This clause shall apply even in the event of summary proceedings, incidental claims, multiple defendants or third party claims, and regardless of the method and terms of payment, without the jurisdiction clauses that may exist on the purchasers' documents being able to prevent the application of this clause.
ARTICLE 9: LIMITATION OF LIABILITY AND FORCE MAJEURE
The Seller shall not be held responsible for delays or partial non-performance that may result from an act of God or an event of force majeure. The parties agree to include in the definition of force majeure and without this being limitative, strikes by partner carriers, accidental or meteorological damage to the crops of the Seller's suppliers or planted by the Seller.