TERMS & CONDITIONS
Export Terms and Conditions of Sale
Art. 1 General
These terms and conditions govern the sale of Products (hereafter Product or Products) by CHICOREE DU NORD (hereafter Seller) to professional Clients (hereafter Buyer or Buyers). Sales to consumer are governed by Terms and Conditions available on CHICOREE DU NORD website.
These terms and conditions take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Buyer’s acceptance of the Products from Seller shall be deemed to constitute acceptance of the terms and conditions contained herein.
These terms and conditions cancel and replace all those published previously.
Art. 2 Orders
2.1 All orders placed by Buyer are subject to acceptance by Seller
Buyers may place orders:
- By e-mail to: agneslutun@chicoreedunord.fr
All orders must identify the products, unit quantities, applicable prices and requested delivery dates and delivery place of the Products being purchased.
The order must also include the technical specifications requested by the buyer such as grain size, colour of the products.
Any order implies the acceptance and compliance by the professional Buyer of these General terms and Conditions.
The Products offered are those that appear in the catalogue available on the website HOME | Chicorée du nord (chicoreedunord.fr) and which is also available on request.
2.2 In any case, CHICOREE DU NORD reserves the right to refuse an order in case of a request in bad faith, abnormal or with unrealistic characteristics in terms of volume (which would for example exceed by 30% the volumes ordered over the same period of the previous year), technique, or marketing.
Any modification of an order shall be considered as a new order with a new delivery period.
2.3 CHICORÉE DU NORD closes its doors twice a year, 1 week at Christmas and 2 weeks in August. We will inform you at least one month beforehand by e-mail of the precise dates of these closures, and of the acceptance and acceptance of orders. No delivery during these periods won’t be subject to penalties.
2.4 Orders may not be cancelled or rescheduled without Seller’s written consent.
2.5 Samples orders[kM1]
The implementation of so-called "liberatory" controls, which consist in sampling a batch and waiting for the results of the analysis before placing the products on the market, is a choice made by the professional and is not yet a regulatory obligation. As such Buyers requesting to receive samples after making their orders will beautomatically charged. CHICORÉE DU NORD shall also charge the Buyer for storage costs of the goods during the analysis process.
Art. 3 Packaging, wrapping, storage and conservation of products
3.1 Packaging:
EUR-pallet and plastic pallets used for the delivery are charged at cost price to the Buyer
3.2 Storage and conservation of the Products :
The Minimum Durability Date (MDD) of the products on the packaging is intended to inform consumers ofthe period during which the products retain their best organoleptic qualities.
The conservation of these qualities requires strict compliance with the storage conditions. As the customer is solely responsible for the management of their orders and stocks, CHICORÉE DU NORD cannot accept any complaint or return for exceeding the MDD or deterioration of products resulting from poor storage conditions. Roasted chicory must be stored in a dry place. In order to respect the storage and conservation conditions, the Buyer can refer to the technical data sheets of the products.
The Buyer is responsible for respecting the recommendations for consumption and conservation of the Products, as mentioned on the packaging.
3.3 The Seller remains the exclusive owner of any intellectual or industrial property rights relating to the goods.
Art. 4 Inspection of the goods before shipment
If the parties have agreed that the Buyer is entitled to inspect the goods before shipment, the Seller must
notify the Buyer within a reasonable time before the shipment that the goods are ready for inspection at the
agreed place.
Art. 5 Price
5.1 The prices of the Products are those prices specified on the quotations and the invoices.
Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation.
Sales made are invoiced on the basis of the price list in force at the time the order is placed. These prices are valid during their period of validity, as indicated by the Supplier. However, the prices may be revised under the conditions defined in Article 4.3 of these Terms and Conditions. The prices can be communicated to any professional Buyer who requests them.
The prices are expressed in euros and are per consumer unit, or per unit of weight or volume, excluding taxes,
5.2 Unless otherwise agreed in writing, the price does not include indirect taxes (VAT, sales tax, custom duties, etc.).
5.3 - Price changes
- Variation of the prices of agricultural raw materials:
The products manufactured and distributed by CHICOREE DU NORD. are composed of 100% Agricultural
Raw Materials andthus directly dependent on the cultivation of chicory and its chain.
Price variations may occur depending on the economic situation and the availability of the products at the time of the order. Any variation in the cost of this agricultural raw material will inevitably lead to an increase or decrease in our prices. Price variations will be based on the chicory cossette market price.
Therefore, the Seller reserves the right to modify its prices at any time, nevertheless, the price appearing in the catalogue on the day of the order will be the only one applicable to the Buyer.
- Price variations based on unforeseen circumstances, hardship
Price variations may also be applied due to a change in circumstances unforeseeable at the time of the conclusion of the contract that makes the execution excessively expensive for CHICOREE DU NORD. In this case, CHICOREE DU NORD will ask the Buyer for a price renegotiation.
CHICOREE DU NORD will continue to execute its obligations during the renegotiation.
A sudden increase of 20% of the energy tariffs in comparison with the previous tariffs is considered as a caseof unforeseen circumstances. If renegotiation is refused or fails, the parties may agree to terminate the contract on the date and under the conditions they determine or ask an arbitrator.by mutual agreement to adjust it. If no agreement is reached within a reasonable period of time, the arbitrator may, at the request of a party, revise the contract or terminate it, on the date and under the conditions he or she determines. The arbitrator will be chosen by the parties between ICC arbitrators list and arbitration will follow the ICC arbitration rules and procedure.
Art. 6 Payment terms
6.1 Unless otherwise agreed in writing or implied from a prior course of dealing between the parties, payment of the price and of any other sums due by the Buyer to the Seller shall be in Euros on open account. Payment terms will be specified on quotes sent to the Buyer. The amounts due shall be transferred, unless otherwise agreed, by bank transfer and the Buyer shall be deemed to have performed its payment obligations when the respective sums due have been received by the Seller's bank in immediately available funds. Unless otherwise agreed in writing by CHICOREE DU NORD, in accordance with French law (articles L441-10 and following), the maximum payment period is 60 days
5.2 For any new client payment conditions are the following:
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First order and delivery : 100% payment in advance by bank transfer
It will be assumed that such advance payment, unless otherwise agreed, refers to the full price, and that the advance payment must be received by the Seller's bank in immediately available funds before the agreed date of shipment or the earliest date within the agreed shipment period.
5.3 If the parties have agreed on payment by documentary credit, then, unless otherwise agreed, the Buyer must arrange for a documentary credit in favour of the Seller to be issued by a reputable bank, subject to the Uniform Customs and Practice for Documentary Credits (UCP 600) published by the International Chamber of Commerce, and to be notified at least 30 days before the agreed date of shipment. Unless otherwise agreed, the documentary credit shall be payable at sight and allow transhipments but no partial deliveries.
5.4 If the parties have agreed on payment by documentary collection, then, unless otherwise agreed, documents will be tendered against payment (D/P) and the tender will in any case be subject to the Uniform Rules for Collections (URC 522) published by the International Chamber of Commerce.
Art. 6 Interest in case of delayed payment
6.1 If the Buyer does not pay a sum of money when it falls due, the Seller is entitled to interest upon that sum from the time when payment is due to the time of payment.
6.2 Unless otherwise provided, the default payment of whole or part of the price at the due date shall lead and without prior formal notice, the following results, in accordance with Article L. 441-10 of the French Commercial Code:
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Interests for late payment shall be applicable to the Customer on the amount owing at a rate equal to the rate of funding applied by the European Central Bank, to which it will add a rate of 10% points; any interest shall accrue from the date on which the contested amount becomes due without the necessity of a reminder;
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The Supplier shall be entitled to demand the payment of a fixed indemnity in the amount of EUR 40.00 as recovery costs;
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The Customer shall be bound to reimburse to the Supplier any expenses resulting from the unpaid balance, such as bank charges, protest charges and stamp duties.
By way of liquidated damages in accordance with the provisions of the French Civil Code, and without prejudice to any other damages, the Customer shall pay to the Supplier a sum equal to 20% of the unpaid amounts and shall reimburse to the Supplier all expenses incurred to collect the unpaid amounts, without any prior notice being necessary
Art. 7 Retention of title
The goods shall, notwithstanding delivery and the passing of risk in the goods, remain the property of the Seller until the complete payment of the price, or as otherwise agreed.
Art. 8 Contractual term of delivery
Based on geographical location contractual delivery terms are defined on quotations and can be adapted to client’s or Seller’s requests.
For illustration purposes Seller’s general delivery terms (Incoterms® 2020 Rules) could be the following:
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USA : CIF
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AUSTRALIE :C&F
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EUROPEAN UNION : DDP
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AFRICA : C&F
Buyer shall notice that only delivery terms provided on the quotations and agreed by the Seller will apply to the referred delivery.
Art. 9 Documents
Unless otherwise agreed, the Seller must provide the documents (if any) indicated in the applicable Incoterms® rule or, if no Incoterms® rule is applicable, according to any previous course of dealing.
The buyer commits to provide CHICOREE DU NORD with all documents allowing it to respect the
framework applicable to export formalities as well as fiscal obligations. The buyer will have to provide CHICOREE DU NORD with the customs forms such as EX1 proving that the products have been shipped outside the EU territory in case the latter takes care of the transport in application of the EXW INCOTERM ®.
Art. 10 Late-delivery, non-delivery and remedies therefore
10.1 Except for Force majeure reasons, when there is delay in delivery of the Products for more than 30 days, the Buyer is entitled to claim performance and liquidated damages equal to 0.5% or the price of those goods for each commenced week of delay. Liquidated damages for delay shall not exceed 5% of the price of the delayed Products.The delay in delivery shall be considered as a delay linked to the non-availability of the products in CDN's premises following the deadline announced at the time of the order. CDN cannot therefore be held responsible for any delay in the transport and delivery of the products.
For illustration purposes, port congestion and transport delay shall be considered as force majeure cases and release CHICOREE DU NORD from any liability linked to delivery delays.
10.2 The remedies under this article exclude any other remedy for delay in delivery or non-delivery.
Art. 11 Non-conformity of the goods
11.1 The Buyer shall examine the goods as soon as possible after their arrival at the place of business of the Buyer or any other agreed place of examination and shall notify the Seller in writing of any lack of conformity, specifying the nature of the lack of conformity of the goods within a reasonable time from the date when the Buyer discovers or ought to have discovered the lack of conformity. In any case the Buyer shall have no remedy for lack of conformity if it fails to notify the Seller thereof within 5 working days from the date of arrival of the goods at the place of business of the Buyer or the otherwise agreed place of examination, if any.
11.2 Goods will be deemed to conform to the contract despite minor discrepancies which are usual in the particular trade or through course of dealing between the parties.
11.3 Where goods are non-conforming, the Seller shall replace the goods with conforming goods, without any additional expense to the Buyer.
Art. 12 Force majeure
12.1 A party is not liable for a failure to perform any of its obligations in so far as it proves:
(a) that the failure was due to an impediment beyond its control, and
(b) that it could not reasonably be expected to have taken into account the impediment and its effects upon its ability to perform at the time of the conclusion of the contract, and
(c) that it could not reasonably have avoided or overcome the impediment or its effects.
12.2 A party seeking relief shall, as soon as practicable after the impediment and its effects upon that party’s ability to perform become known to it, give notice to the other party of such impediment and its effects on that party’s ability to perform. Notice shall also be given when the ground of relief ceases.Failure to give either notice makes the party thus failing liable in damages for loss which otherwise could have been avoided.
12.3 A ground of relief under this clause relieves the party failing to perform from liability in damages, from penalties and other contractual sanctions and from the duty to pay interest on money owing as long as and to the extent that the ground subsists.
12.4 If the grounds of relief subsist for more than three (3) months, either party shall be entitled to declare the contract to be avoided without notice.
Article 13 - Protection of personal data
Personal data collected from Professional Buyers are subject to computer processing by CHICOREE DU NORD. They are recorded in its Professional Buyers file and are essential to the processing of his order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept for as long as necessary for the execution of orders and any applicable guarantees.The person responsible for processing the data is CHICORÉE DU NORD. Access to personal data will be strictly limited to the employees of the data controller, authorised to process them by virtue of their functions. The information collected may be communicated to third parties linked to the company by contract for the execution of subcontracted tasks, without the Buyer's authorisation being necessary.Within the framework of the execution of their services, the third parties have only limited access to the data and are obliged to use them in accordance with the provisions of the applicable legislation on the protection of personal data. Apart from the cases set out above, CHICOREE DU NORD will not sell, rent, transfer or give access to third parties to the data without the prior consent of the Buyer, unless it is forced to do so for a legitimate reason.In accordance with the applicable regulations, and in particular the General Data Protection Regulation of 23 May 2018, Regulation (EU) 2016/679 (hereinafter "GDPR"), the Buyer has a right of access, rectification, deletion, and portability of the data concerning him/her, as well as the right to object to the processing for a legitimate reason, rights he/she can exercise by contacting the data controller at the following email address: contact@chicoreedunord.fr
Article 14 Language, applicable law
These Terms and Conditions are written in English and governed by French law.
In case they are translated into one or several languages, only the English text will be considered as authentic in case of dispute.
Art. 13 Resolution of disputes
13.1 In the first instance, the Parties undertake to make their best efforts to settle the dispute amicably;
13.2 If within sixty (60) days following the notification of the dispute by one of the parties by registered letter with acknowledgment of receipt, no amicable solution could be found, and unless otherwise agreed in writing, all disputes arising out or in connection with the present contract shall be submitted to the International Court of Arbitration of the International Chamber of Commerce and shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
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