Legal information
The present General Conditions of Sale (GCS) apply to all agreements for the sale of products and services provided by Algama Foods and concluded between the company Algama Foods, hereafter the Seller, and the Buyer. They set out in detail the rights and obligations of the Seller and the Buyer within the framework of the sale of products and services provided by Algama Foods.
ARTICLE 1 – DEFINITIONS
- 1. 1. Buyer means the legal entity purchasing products or services from the Seller.
- 1.2. Order means the order placed by the Buyer for the purchase of products or services from the Seller.
- 1.3. BBD means “Best Before Date”.
- 1.4. Excl. taxes means excluding taxes.
- 1.5. Products means products sold by the Seller.
- 1.6. Seller means Algama, company (Simplified Joint-Stock Company or Société par Actions Simplifiée (SAS) in French) whose registered office is located at 81 rue Réaumur 75002 Paris, registered at the Paris’ Company Register (R.C.S. Paris) under the number 798 666 806.
ARTICLE 2 – SCOPE OF APPLICATION
Any service provided by Algama Foods (Simplified Joint-Stock Company) implies the Buyer’s express and unreserved acceptance of these General Terms and Conditions of Sale, unless otherwise expressly agreed in writing by the Seller.
ARTICLE 3 – ORDERS AND ORDER CONFIRMATION
Orders must be placed by post or e-mail. Orders are deemed accepted only after express acceptance by mail or e-mail from the Seller. The Seller may, however, refuse an order without justifying their decision.
ARTICLE 4 – MODIFICATION AND CANCELLATION OF ORDERS
Any request to modify or cancel an order must be notified by mail on official letterhead before Algama Foods confirms the order. This request must be expressly approved by letter or e-mail from the Seller before it becomes effective. If, while the order is being executed, the Buyer makes written changes to the quantity or characteristics of the products, the previously agreed prices and deadlines may be revised. In the event of cancellation of an order by the Buyer, for any reason whatsoever, the sums paid on account shall be retained by the Company as cancellation indemnity. In the event of death, protest, dissolution of the company of the Buyer, transfer, or cessation of the company of the Buyer, the Seller reserves the right to terminate the execution of ongoing contracts, orders, or commercial agreements, with or without damages to the Buyer. Delivered products become unavailable, the Buyer may not process or resell them, and any prior authorization automatically ceases to apply.
ARTICLE 5 – PRICE OF THE PRODUCTS AND SERVICES
Prices are displayed in euros excluding taxes and communicated at the time of the order, i.e. confirmed by e-mail or set in a memorandum of understanding between the two parties. Prices may be modified during the execution of the order due to changes in exchange rates or various taxes. All orders placed with the Seller are subject to the specific conditions indicated in a memorandum of understanding or confirmed by e-mail, as well as to these General Conditions of Sale, and are only binding on the Seller after written confirmation. The existence and execution of any contract are subject to the issuance of a purchase order or confirmation by the Seller.
Any confirmation sent by the Seller is deemed to have been accepted by the addressee, i.e. the Buyer, with all its special and general conditions, if no disagreement has been expressly notified to the Seller within twenty-four (24) hours (working days) of its receipt.
If the Buyer requests a quantity of products or services lower or higher than that agreed upon by e-mail confirmation or after signing a memorandum of understanding, a new offer will be presented by the Seller.
Any additional intervening costs not covered by e-mail confirmation or after the signature of a memorandum of understanding will be borne by the Buyer and must be sent in advance by the Seller and accepted by the Buyer.
ARTICLE 6 – QUANTITY AND QUALITY DELIVERED
If no specifications are proposed by the Buyer in his order and accepted by the Vendor, the characteristics of the products sold are those appearing in the Sellor’s specifications.
A difference of around ten (10) % between the quantity indicated on the order form and the quantity delivered may occur.
The quality of the products complies with European Union food law and with the specifications established by the Seller. Nevertheless, minor variations in the general characteristics of the products, such as their color or nutritional value, as well as their packaging, are possible.
The Best Before Date, or BBD, of each product will be at least two-thirds of the product’s total shelf life on receipt by the Buyer
Acknowledgment of the products’ quality takes place upon receipt of the products. Upon receipt, the Buyer is required to check the quality of the products received. If no reaction is received from the Buyer by e-mail within two (2) working days following the date of receipt, the delivery will be deemed to be accepted.
If for any reason the products delivered do not conform to the specifications set out in the e-mail confirmation or the memorandum of understanding, the Seller shall have the option of either :
- Take back the products delivered if they can be identified as belonging to them,
- or to replace them with an equivalent product quality meeting the specifications, all at their own expense.
The Buyer must indicate the reason for the return of the product.
The product must be returned in the original packaging, complete and in perfect condition, at the Buyer’s expense.
The product must not have undergone any deterioration or transformation after delivery, for any reason whatsoever, such as particularly during storage and inspection operations.
The quantity received by the Buyer must be the same as the one sent back to the Seller.
ARTICLE 7 – DELIVERY TIMES
Delivery times are given as an indication only. Any delays do not entitle the Buyer to cancel the sale, to refuse the goods or services, or to claim damages. Delivery times vary according to each product or service and will be indicated on the offer, at the Buyer’s request. Temporary disruptions in the supply chain or failure by the Seller to meet delivery deadlines do not entitle the Buyer to refuse the goods or renegotiate prices.
ARTICLE 8 – TRANSPORT
All sales are understood to be weight and quality controlled by the Seller when leaving their factory, in standard packaging unless otherwise stated in e-mail confirmation or after signature of a memorandum of understanding.
The present transport conditions are governed by the latest version of INCOTERMS in force at the date of confirmation by e-mail or signature of a memorandum of understanding.
Unless otherwise specified or payment of the products in proforma by the Buyer, the products travel at the Buyer’s risk, even when shipped in France, whatever the mode of transport or the terms of payment of the transport price, in compliance with the provisions of article L133-3 of the French Commercial Code.
The Buyer is therefore responsible for insuring the products at its own charge, unless the parties have agreed otherwise by confirmation by e-mail or signing of a memorandum of understanding.
The Buyer shall check the number of products and their condition on receipt, and shall without delay make a precise report with the carrier or its representative, and shall notify the Seller of any delivery dispute in writing with acknowledgment of receipt confirmed by e-mail within 2 working days of receipt of the goods, after which time the products shall be deemed to have been accepted by the Buyer.<./p>
ARTICLE 9 – GARANTIES
The product sold is deemed to comply with the specifications communicated to the Buyer. To be considered complete, the specifications must take into account all exchanges on technical questions and notifications on documents related to the sale of the product or service.
To invoke the benefit of the warranty, the Buyer must notify the Seller in writing and without delay the defects they attribute to the product. The Buyer must give the Seller every opportunity to ascertain and remedy such defects.
The Seller does not warrant the suitability of their products for any use other than that for which they were intended, i.e. food use. As the Seller has no control over the use of the products once in the hands of the Buyer, the Seller or their technology providers make no warranty, express or implied, as to the effects of their use. The Buyer shall be responsible for determining the conditions of use and safety of the products and shall remain solely liable for any harmful consequences. The Seller disclaims all liability and the Buyer waives all recourse against the Seller if an accident or direct or indirect damage is caused to the Buyer as a result of misuse of the product sold.
The Seller shall not be liable for improper use or improper storage conditions. Any warranty is therefore excluded in the event of misuse, negligence, or lack of maintenance on the part of the Buyer, as well as in the event of normal wear and tear or force majeure.
For further information on the use of our products, the Buyer should refer to the explanatory and recipe sheets for each product.
ARTICLE 10 – PAYMENT
Following the provisions of article L441-10 of the French Commercial Code, the period agreed for payment of sums due may not exceed thirty (30) days from the date of issue of the invoice. For the first order, invoices must be paid before shipment of products or delivery of services. For subsequent orders, a thirty (30%) % deposit must be paid before shipment of products or delivery of services. The remaining amount will be payable according to the terms determined by e-mail confirmation or in the memorandum of understanding. Otherwise, it will be paid in cash on the day of delivery.
The Buyer is prohibited from using a claim against the Seller to defer payment of a due date, in whole or in part, or to provide compensation. The amount of Value Added Tax (VAT) shown on our invoices is deductible by the Buyer.
Following law no. 92-1442 of December 31, 1992, any delay in payment, even partial, will incur penalties.
ARTICLE 11 – NON PAYMENT
Following article L441-10 of the French Commercial Code, non-payment of a contractually agreed due date automatically entails forfeiture of all invoices not yet due. Payment of all sums due by the Buyer shall become immediately due and payable, even if they are covered by accepted bills of exchange. In the event of non-payment of a single installment, the Seller reserves the right to suspend all outstanding orders or interventions, and to suspend all current agreements.
It is expressly agreed that failure to pay any invoice by the agreed payment date shown on that invoice will automatically and without prior notice result in all other invoices becoming immediately due and payable.
Following article L441-10 of the French Commercial Code, penalties for late payment will take the form of late payment interest calculated pro rata temporis from the agreed payment date shown on the front of the invoice by applying to all sums remaining due by the Buyer an interest rate equal to three times (3) the legal interest rate and the payment of a fixed indemnity for collection costs in the amount of forty (40) €.
In the event of unpaid invoices, the Seller may suspend or cancel without compensation the performance of contracts, orders, or agreements in progress, without prejudice to any other remedies.
The payment of all costs and fees for the intervention of a Lawyer, Bailiff, or collection company and any legal costs incurred for the recovery of sums due will be charged to the Buyer without him being able to object.
ARTICLE 12 – RETENTION OF TITLE
All sales are concluded with reservation of title. Consequently, the transfer of ownership of products sold or services provided is subject to full payment of the price on the due date by the Buyer.
In the event of non-payment of the price within the agreed time limit and eight (8) days after a formal notice sent by registered letter with acknowledgment of receipt has remained unsuccessful, the company may obtain the return of the products and, in the event of refusal, by simple order of the Emergency Judge of the Court to which the parties have assigned jurisdiction.
These provisions do not prevent the transfer to the Buyer, upon delivery, of the risks of loss and deterioration of the goods sold.
In the event of the resale of the products, before full payment has been made, the Seller will be subrogated to the benefit of any unpaid claims arising from such resales, up to the amount of the sums still due.
ARTICLE 13 – CONFIDENTIALITY
The Buyer undertakes not to make any unauthorized disclosure of confidential information relating to the products or services supplied by the Seller or the agreement concerned. Confidential information means all technical, commercial, or other information of any nature whatsoever, whether written or oral, except information that is or will be known to the public or which has been or will be made public in any manner other than through a breach by the Buyer of its confidentiality undertaking. The Buyer shall ensure that their employees do not disclose confidential information to third parties. The Buyer shall ensure that their employees who may have access to confidential information undertake to preserve such confidential information to the same extent as the Buyer, in accordance with this confidentiality undertaking.
ARTICLE 14 – PROHIBITION ON RESALE
The Seller’s services may be linked to selective distribution agreements. The violation of these agreements would engage the civil liability of its author. The Buyer therefore refrains from reselling the Seller’s products or services, as is or repackaged in smaller quantities, unless authorized in writing by the Seller.
Only companies bound by a selective distribution agreement are authorized to resell Algama products as is, according to the agreement concluded between the Distributor and the Seller.
This clause applies to all ingredients or food products supplied by the Seller, as well as to all services.
ARTICLE 15 – JURISDICTION AND APPLICABLE LAW
Pour toutes les contestations relatives à l’exécution ou à l’interprétation des présentes conditions générales de vente, le Tribunal de Commerce de PARIS sera seul compétent. Cette clause s’applique même en cas de référé, de demande incidente ou de pluralité de défendeurs et quels que soient le mode et les modalités de paiement.
For all disputes related to the execution or interpretation of these general conditions of sale, the Commercial Court of Paris shall have exclusive jurisdiction. This clause applies even in the event of summary proceedings, incidental claims, or multiple defendants, irrespective of the mode and method of payment.
These general conditions of sale, and consequently the agreements between the two parties, are governed by French law. The application to the Contract of the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna, Austria, in 1980, is hereby excluded.
ARTICLE 16 – FORCE MAJEURE
The occurrence of a case of force majeure has the effect of suspending the performance of the Seller’s contractual obligations. A case of force majeure is any event beyond the control of the Seller which impedes its normal operation in the manufacture, supply, or shipment of products. Cases of force majeure include, in particular, total or partial strikes hindering the smooth running of the Seller’s company or that of one of its suppliers, subcontractors, or carriers, as well as interruptions to transport, energy supplies, raw materials, spare parts or natural disasters.
ARTICLE 17 – DATA PROTECTION
The protection of personal data between the two parties is governed by European Regulation 2016/679 of April 27, 2016, known as the General Data Protection Regulation (GDPR). Their protection is ensured by the Seller as soon as they are collected as the party responsible for their processing. Data is collected in the context of the commercial relationship between the two parties. The Buyer may access their personal data, rectify them, remain to have them deleted or exercise their right to limit their processing upon request to the Seller.
