Article 1 – SCOPE OF APPLICATION
These general terms and conditions of sale (“GTC”) apply to all orders for products placed by any means by a professional buyer (hereinafter the “Customer”) with ETABLISSEMENTS COQUARD, a simplified joint stock company with a capital of €50,000 the registered office of which is located at 478 rue Alexandre Richetta 69400 VILLEFRANCHE SUR SAONE, registered with the VILLEFRANCHE SUR SAONE TARARE Trade and Companies Registry under the SIREN (company identification number) 380 724 179 (hereinafter referred to as the “Seller”) as of 01-01-2022.
Without prejudice to the provisions of the Civil Code relating to contracts for work and services, these GTC shall also apply to bespoke work requested by customers, for which they undertake to provide a detailed specifications document.
It is pointed out once more that the company’s products are intended for professional use only and are not offered for sale to private consumers.
Any in store order or purchase implies the Customer’s unreserved acceptance of these GTC. Any stipulation to the contrary and, in particular, any general or special conditions originating from the Customer, including any purchase conditions and purchase orders, shall consequently be unenforceable against the Seller, unless accepted in advance and in writing.
The fact of not invoking, at any given time, any of the stipulations of the GTC shall not be interpreted as a waiver by the parties to invoke them later.
Article 2 – ORDERS
Unless agreed by the Seller, orders may neither be modified nor cancelled. Where applicable, the costs already incurred by the Seller for the preparation of the order or its shipment shall be borne by the Customer.
The Seller has introduced a minimum order value of €50 exclusive of VAT for orders to be delivered in mainland France and €200 exclusive of VAT for other destinations.
The information shown in the Seller’s catalogues and price lists is given as an indication and may be revised at any time. The Seller is entitled to make any changes to these terms and conditions that it deems appropriate.
Article 3 – PRICE
3.1 The Products are supplied at the prices mentioned in the price list applicable on the day of the order, or, where applicable, in the sales offer sent to the Customer.
3.2 Prices are expressed in Euros, exclusive of VAT, EX WORKS. The prices do not include transport, customs duties and insurance, which are to be paid by the Customer, unless expressly agreed otherwise by the parties.
The amount of the transport or delivery costs depends on the weight of the goods, the distance to be covered and the delivery method chosen or required. For rennets and ferments, express shipment under controlled temperature conditions <6°C is provided and recommended in the hot season.
An administrative fee may be charged depending on the conditions set out in the price list
Article 4 – PAYMENT TERMS
4.1 Payment deadlines
The 1st order from a customer, as well as a new order from a customer placed more than two years after the date of the last order, is payable in full at the time of the order.
In all other cases, invoices are payable in cash on receipt of the invoice.
The Customer may however be offered payment deadlines, after prior consideration by the Seller. The granting of payment deadlines is only a tolerance on the part of the Seller, which may be withdrawn in the event of a payment incident, upon simple notification. In the event of a deterioration in the Customer’s solvency, the Seller shall be entitled, even after partial completion of an order, to demand any appropriate guarantees so as to ensure the proper fulfilment of the commitments made and/or to modify the terms of payment granted, in particular by requesting advance payment before shipment of the order.
No discount will be granted by the Seller for early payment.
The Seller reserves the right to request, at the time of order confirmation, a down-payment of 30% of the value of the order, inclusive of VAT, if the total value of the order exceeds €1,500 inclusive of VAT, including transport costs. A down-payment of 50% of the value of the order, inclusive of VAT, if the total order exceeds €5,000 incl. VAT, including transport costs.
4.3 Products collected in store
A 3% discount (shown at the bottom of the invoice) applies to products paid for in cash and collected by the Customer in store. This discount may not be combined with any other commercial discount that may have been negotiated by the Customer at the time of the order.
4.4 Export sales
Export orders are payable in cash before shipment.
4.5 Late payment
Any invoice not paid on its due date shall automatically entail the application of late payment penalties at a rate equal to that applied by the ECB at its last refinancing operation plus 10 points, in addition to the payment of a fixed compensatory payment of €40 for collection costs per unpaid invoice; an additional compensatory payment may be requested on presentation of supporting documents.
Any delay in payment will result in all outstanding debts becoming immediately payable. The Seller shall also be entitled to suspend or cancel the delivery of orders from the Customer which are in progress, to suspend the performance of its obligations, and to reduce or cancel any discounts granted to the Customer.
4.6 Means of payment
The means of payment accepted by the Seller are the following:
Cheque or bank transfer, online payment by credit card on the website www.coquard.fr for a maximum amount of €1,500 inclusive of VAT.
Upon prior acceptance by the company only: 30-day LCR (Electronic Bill of Exchange) for invoices over €800, export discount or documentary credit.
Article 5 – RETENTION OF TITLE – TRANSFER OF RISK
The Products sold remain the property of the Seller until full payment of the invoices, with payment being deemed to have been made only after actual collection of the amount corresponding to the price. If the products, which are concerned by the retention of title, have been resold by the Customer, the Seller’s claim shall automatically be transferred to the claim for the price of the said products. The Customer hereby assigns to the Seller any claims arising from the resale of the unpaid products under retention of title.
Any down-payment made by the Customer shall remain the property of the Seller as a penalty clause, without prejudice to any other legal action that the Seller may be entitled to take against the Customer as a result.
Notwithstanding the foregoing, the transfer of risks shall be made to the Customer as soon as the ordered products are handed over to the carrier, or to the Customer if it takes delivery of them on the Seller’s premises.
Article 6 – DELIVERY – ACCEPTANCE
6.1 The Seller undertakes to ship the products within the time limits indicated when the order is placed. This period does not constitute a strict deadline and the Seller may not be held liable to the Customer for any delay which does not exceed one (1) month.
If the products ordered cannot be sent in one go, the transportation costs for sending the remainder of the order are shared between the Seller and the Customer.
6.2 Unless otherwise agreed by the parties, the products are sold “EXW – Ex Works”, in accordance with Incoterms 2020.
6.3 In the event of damage, loss or delay due to the fault or negligence of the carriers, it is the responsibility of the recipient Customer to issue any reservations in the presence of the driver on the delivery note which it should duly date and sign, and which is confirmed to the carrier by registered letter sent within 3 (three) days of when the Customer received the products in accordance with article L 133-3 of the Commercial Code, and to send a copy of this registered letter along with the delivery note concerned by registered post with acknowledgement of receipt to the Seller within the same time limit, failing which the right to claim will be lost.
It is also up to the Customer to check that the products which make up its order conform in terms of quantity and quality upon delivery. Should the Customer notice a visible defect, a quantitative and/or qualitative non-conformity of its order, independent of the negligence or breach committed by the carrier, it must inform the Seller in writing within 48 hours of the delivery. Where applicable, their return shall be governed by the provisions of the following article.
Should the Seller not have been informed of the defects referred to in this article within the time limits stipulated therein, the products delivered shall be deemed to conform, in quantity and quality, to the order.
Article 7 – RETURNS
7.1 No return of products will be accepted without the prior agreement of the Seller. The Seller’s acceptance of the return of a product shall not constitute an acknowledgement of the alleged defect.
7.2 Unless expressly waived by the Seller, the costs of returning the products shall be borne by the Customer, as will also the risks involved in their transport, loading and unloading.
Article 8 – COMPLIANCE – GUARANTEE – AFTER SALES SERVICE
8.1 The products marketed by the SELLER comply with European standards (CE marking). It is up to the Customer to check the compatibility of this standard with the country of final destination of the products.
8.2 The products marketed by the SELLER, with the exception of foodstuffs, are covered by a contractual guarantee of one year covering any manufacturing defect or malfunction which is not visible at the time of delivery. The duration of the guarantee starts on the date when the product is delivered. It does not cover damage to the product caused by negligence or clumsiness on the part of the Customer or a third party, types of use that do not comply with the product’s technical manual or its intended purpose, damage due to the product being dismantled nor to consumable type parts of the product. If the application of the guarantee requires the return of the product to the SELLER’s warehouses, the cost of transport is at the expense of the Customer.
8.3 For products which are not covered by the above-mentioned commercial guarantee, the SELLER provides after-sales service for the products that it sells. Any after-sales service (spare parts which are sent, repair services provided by the SELLER) requires a quotation, sent to the Customer beforehand.
The costs of transporting the products are always at the expense of the Customer.
Due to their nature, foodstuffs are not covered by any after-sales service, but technical support is available on request.
Article 9 – EXCLUSION OF PENALTIES
No penalty will be accepted by the Seller unless otherwise agreed in advance and in writing by the latter, regardless of the reason for the penalty. These penalties may not, in any event, be offset, except with the prior written agreement of the Seller’s company.
Article 10 – RIGHT OF WITHDRAWAL
These provisions apply only (cumulative conditions):
– to Customers which have five or fewer employees at the date of acceptance of the order by the Seller and
– if the purpose of the sales contract does not fall within the scope of the Customer’s main business activity and
– for orders placed remotely or off-premises only.
Should the customer satisfy all of these conditions it will have fourteen (14) days from receipt of the product to exercise its right of withdrawal with the Seller, without having to give any reason or pay any penalty, in order to obtain an exchange or reimbursement, provided that the products are returned in their original packaging and in perfect condition within fourteen (14) days following notification to the Seller of the Customer’s withdrawal decision.
Returns must be made in their original condition without anything missing, and in a state which allows them to be put back on the market as new, accompanied by the purchase invoice, to the following address:
478 rue Alexandre Richetta
69400 VILLEFRANCHE SUR SAONE
Damaged, soiled or incomplete products cannot be taken back.
The right of withdrawal may be exercised by using the withdrawal form at the bottom of these GTC or by any other unambiguous statement expressing the will to withdraw.
If the right of withdrawal is exercised within the above-mentioned period, only the price of the product(s) purchased and the delivery costs will be reimbursed; the cost of returning the product(s) will be borne by the Customer.
The refund will be made within fourteen (14) days of the Seller receiving the Products returned by the Customer in accordance with the conditions set out in this article.
It is pointed out once more that, in accordance with article L.221-28 of the Consumer Code, the right of withdrawal may not be exercised for contracts involving:
– the supply of goods made to the customer’s specifications or which are customized;
– the supply of goods that are likely to decay or expire rapidly;
– the supply of goods which have been unsealed by the customer after delivery and which cannot be returned for reasons of hygiene or health protection.
Article 11 – TERMINATION
In the event of a breach or non-performance by the Customer of any of the clauses set out in these GTC, the Seller may terminate all commercial relations without further formality, if after thirty (30) days of it having been issued a formal notice has remained unanswered.
Article 12 – LIABILITY
Despite all the care taken in the preparation of orders, errors may lead to a product being sent which is different from the one ordered. It is up to the Customer to ensure, upon receipt, that the product received conforms to its order.
The financial consequences of the Seller’s liability are limited to the invoiced amount exclusive of VAT of the product concerned.
Article 13 – FORCE MAJEURE
Force majeure events are those stipulated by the law and case law of the French courts. Should the occurrence of such an event prevent the Seller from fulfilling its obligations, the orders in progress shall be suspended or cancelled depending on whether the delay resulting from the event is less than 90 (ninety) calendar days or not, without this being able to give rise to any compensation whatsoever.
Article 14 – INTELLECTUAL PROPERTY
The Seller holds and retains all industrial and intellectual property rights relating to the products, photos and technical documentation, brands and logos which may not be released, reproduced or performed without its written authorisation.
Article 15 – PERSONAL DATA
The Seller, as data controller, uses computerised processing of the personal data sent by the Customer at the time of its order, so as to process its order, manage the delivery, after-sales service and guarantee, handle any disputes that there may be, comply with the legal and regulatory obligations incumbent on it (particularly accounting and tax) and send it commercial information on its products and services.
They are kept for a period of three (3) years from the end of the commercial relationship or for the period necessary for complying with a legal or regulatory obligation or for protecting the interests of the Seller and are intended solely for its authorised members of staff and its service providers who are involved in the performance of this contract (in particular the carriers).
The types of processing are necessary, depending on the case, for the performance of the contract formed by the order, the legitimate interest of the Seller to provide information on its products and services and to protect its interests in the event of a dispute, or the compliance with a legal or regulatory obligation.
The Customer is entitled to access and, if necessary, correct or delete its personal data, to limit the processing or to object to it, which it may exercise by contacting the Seller by e-mail at the address: email@example.com or by post to the following address:
478 rue Alexandre Richetta
69400 VILLEFRANCHE SUR SAONE
The Customer also has the option of filing a complaint with the competent supervisory body in its country of residence.
Article 16 – SAFEGUARD CLAUSE
Should any stipulation of the GTC turn out to be or become incompatible with a legal or regulatory provision, the remaining provisions of the GTC shall retain their full force and effect.
In this case, the parties shall meet at the initiative of the first party to act, to determine by mutual agreement the modifications to be made to the said stipulation to make it compatible with the legal order or to consider the next steps to be taken in respect of the contract, while endeavouring to deviate as little as possible from the economics and, more generally, from the spirit in which the stipulation to be modified was drafted.
Article 17 – APPLICABLE LAW – JURISDICTION
These general terms and conditions of sale are subject to French law, with the exception of the Vienna Convention on Contracts for the International Sale of Goods (CISG).
ANY DISPUTE WHICH MAY ARISE IN CONNECTION WITH OR IN RELATION TO THESE GENERAL TERMS AND CONDITIONS OF SALE SHALL BE BROUGHT BEFORE THE COMMERCIAL COURT OF VILLEFRANCHE TARARE, TO WHICH THE PARTIES EXPRESSLY ASSIGN COMPETENCE, EVEN IN THE EVENT OF THIRD-PARTY CLAIMS OR MULTIPLE RESPONDENTS.
WITHDRAWAL FORM TEMPLATE
(Please complete and return this form only if you wish to withdraw from the contract)
By email to firstname.lastname@example.org or by post for the attention of:
478 rue Alexandre Richetta
69400 VILLEFRANCHE SUR SAONE
I/We (*) hereby inform you (*) of my/our (*) withdrawal from the contract for the sale of the following goods item:
Ordered on (*)/received on (*):
Name of consumer(s):
Address of consumer(s):
Signature of the consumer(s) (only in case of notification of this form on paper):
(*) Delete as appropriate.