GENERAL CONDITIONS OF SALE BETWEEN PROFESSIONALS - SPECIALIST RETAILERS
1 - SCOPE OF APPLICATION
In accordance with Article L 441-1 of the French Commercial Code, these General Terms and Conditions of Sale constitute the sole basis for commercial negotiations between HUILERIE EMILE NOEL, hereinafter referred to as ” the Supplier”. ” with registered office at Chemin des Oliviers 30130 PONT SAINT ESPRIT R.C.S Nîmes No 660201138, represented by GROUPE EMILE, R.C.S Nîmes No 408130037, itself represented by HOLDING DAVID GARNIER, R.C.S Nîmes No 841639529, itself represented by Mr David GARNIER in his capacity as Chairman, and its professional buyers hereinafter referred to as “”. The Customer or Buyer .
They are systematically communicated to any Buyer who requests them, to enable him/her to place an order with HUILERIE EMILE NOEL.
All product orders imply acceptance by the Buyer of these General Terms and Conditions of Sale, regardless of the Customer’s general terms and conditions of purchase.
The Supplier reserves the right to derogate from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Buyer, by drawing up Special Terms and Conditions of Sale.
L’HUILERIE EMILE NOEL reserves the right to modify the present General Terms and Conditions of Sale, without prior notice, it being understood that such modifications will be inapplicable to Buyers’ orders previously accepted by L’HUILERIE EMILE NOEL. HUILERIE EMILE NOEL may modify its product range without prior notice, in accordance with the contracts entered into.
The Customer acknowledges having read and expressly accepts the terms and conditions of these General Terms and Conditions of Sale, including the appendices. Upon acceptance, the present General Terms and Conditions of Sale will be valid in the relationship between the parties, subject to new General Terms and Conditions of Sale which the Customer must accept in order to place new orders.
Our food products are organically grown and comply with the provisions of EU Regulation No. 2018/848 of May 30, 2018, they are controlled ECOSSAIT
2 - ORDERS
To open an account, you will be asked to fill in an information form, which you can request from the Supplier. The account will be effectively opened after validation by our services and reception of the first order. The customer number must be quoted on sales orders, which must be expressed in sales units.
The delivery address is compulsory on the Customer Order Form, failing which no claim will be accepted in the event of an error in the place of delivery.
Orders can be transmitted as follows:
– To commande@emilenoel.com in simple Excel PDF format or image format (JPEG or PNJ);
– To edi@emilenoel.com, in Excel extension .csv , text or EDI format;
– Via the HEN MY ACCOUNT software; procedure available to request by e-mail: commande@emilenoel.com
– To our field sales representatives ;
– By phone 04.66.90.54.51 ;
Acceptance of the order is confirmed by an e-mail sent to the Customer’s address. The data recorded in the Supplier’s computer system constitutes proof of all transactions concluded with the Purchaser.
Any modifications requested by the Purchaser will only be taken into account, within the limits of the Supplier’s possibilities and at its sole discretion, if they are notified in writing two working days before the date scheduled for delivery of the products ordered, after signature by the Purchaser of a specific purchase order and possible price adjustment.
In the event of cancellation of an order by the Customer, after validation of the quotation, for any reason whatsoever other than force majeure, the full amount of the cancelled order shall be automatically acquired by the Supplier. The amount thus due by the Customer must be paid to the Supplier within 8 days of the request made to him.
Any item out of stock must be re-ordered.
3 - RATES
Our prices are for professionals only, in Euros and exclusive of tax. The applicable price is that in force on the day the product is ordered by the Customer.
Our price list in Appendix 1 is subject to the provisions of Article 441-1-1 of the French Commercial Code (Law No. 2021-1357 of 18/10/2021 – Loi Egalim 2), which requires transparency on the purchase price of agricultural raw materials and processed products made up of more than 50% agricultural raw materials, and the non-tradability of said agricultural raw materials. It is also subject to Decree no. 2021-1426 of October 29, 2021, which excludes certain products from the application of the provisions of the said article (Appendix 2).
A product that does not contain agricultural raw materials as listed by the Common Market Organization (C.M.O.) will not be subject to these provisions and will be subject to our current prices, which will be communicated upon specific request.
Our prices may vary.
1 – Pursuant to the provisions of Article L 441-1-1 of the French Commercial Code, in the event of a price increase compared with the previous year, our Company has chosen option 3, i.e. to call on an independent third party to certify, at the end of the commercial negotiations with our customers, that these negotiations have not covered the portion of the price increase resulting from changes in the price of agricultural raw materials or processed products.
For food products subject to Article L 441-1-1 of the French Commercial Code, and in application of Article L 443-8 of said Code, the written agreement includes a clause for automatic revision of contract prices according to the variation in the cost of the agricultural raw material, upwards or downwards, used in the composition of the food product used in the composition of the product. The independent third party will be able to certify the accuracy of the variation in the cost of the agricultural raw material borne in the evolution of our base price.
Pending determination of the reference indicators referred to in article L 631-24 of the Code Rural et de la Pêche Maritime by interprofessional organizations or agricultural technical institutes, the purchase price index will be applied.
means of agricultural production (IPAMPA)(www.insee.fr/fr/metadonnees/source/indicateur/p1652/description)
2- Our products listed in Appendix 2 are excluded from the scope of Article L 441-1-1 of the French Commercial Code, in accordance with the provisions of Decree no. 2021-1426 of 29/10/2021, due to market and production peculiarities leading to significant variability in the production prices of agricultural raw materials.
In accordance with the provisions of article L 441-8 of the French Commercial Code, for the sale of agricultural and food products whose production prices are significantly affected by fluctuations in the price of agricultural and food raw materials, and agricultural and food products, the commercial agreement will include a clause covering the terms and conditions for renegotiating the agreed price, in order to take into account fluctuations in other sources of cost, such as the price of energy, transport and materials used in packaging.
4 - IMPREVISION
In accordance with the provisions of article 1195 of the French Civil Code, if a change in circumstances unforeseeable at the time of conclusion of the contract renders its execution excessively onerous for one party, the parties will agree to immediately renegotiate with a view to new orders. A new order will then be established.
5 - SHIPPING CONDITIONS - SHIPPING COSTS
For all shipments, transport costs are at the customer’s expense.
HUILERIE EMILE NOEL’s prices do not include taxes and are valid from the company’s headquarters in Pont-Saint-Esprit, France, for a minimum order of €450 excluding taxes.
Any customer wishing to collect goods by their own means in Pont-Saint-Esprit must respect the following collection times:
- Monday, Tuesday, Wednesday, Thursday: 7.30 a.m. to 5 p.m.
- Friday: 8 a.m. to 12 p.m.
6 - TERMS OF PAYMENT
Our invoices are payable within 45 days net of invoice date by L.C.R., bank transfer or cheque.
There is no discount for early payment.
Invoices must be paid in full, including in the event of disputes with carriers.
In the event of late payment on a date later than that stated on the invoice, payment will automatically be made without prior reminder:
- Late payment penalties corresponding to the European Central Bank (ECB) refinancing rate plus 5 points. The formula for calculating penalties is as follows: Late payment penalties = [ (rate) x amount incl. VAT] x [nombre de jours de retard / 365].
They run from the day following the date of payment shown on the invoice or, failing this, on the 31st day following the date of receipt of the goods.
- A fixed indemnity for collection costs of 40 euros, which will be due automatically and without prior notification in the event of late payment.
If collection costs exceed this flat-rate amount, additional compensation will be payable on presentation of supporting documents.
In the event of an extension of bills of exchange, the costs and interest resulting from such extension shall be borne by the purchaser. Should the purchaser’s credit deteriorate, we reserve the right, even after partial shipment of an order, to demand from the purchaser such guarantees as we deem appropriate for the proper performance of the commitments entered into.
Refusal to comply gives us the right to cancel all or part of the contract. As this provision has been formally and irrevocably agreed between the parties, no prior formal notice will be required.
7 - DISCOUNTS AND REBATES
The Purchaser may benefit from one-off discounts and rebates included in the Supplier’s price list, depending on the quantities purchased or delivered by the Supplier at a single time and place, or on the regularity of its orders.
8 - CREDIT NOTES
The Supplier does not issue a credit note. However, in the event of exceptional circumstances to compensate for a quality or design defect in the goods sold, observed and verified by the Supplier, the latter may issue a credit note on the sole condition that the credit note to be issued is equal to or greater than 500 euros exclusive of VAT, subject to the Purchaser’s compliance with the provisions of Article 10 “Acceptance of goods” below.
Below the aforementioned threshold, the Supplier will send the Purchaser, at its own expense, a product of the same reference as a replacement for the damaged or defective product, or in the event of stock shortage, an equivalent product of the same value, subject to the Purchaser’s compliance with the provisions of Article 10 “Acceptance of goods” below.
Orders not verified by the customer upon receipt will not be eligible for credit notes or other claims.
9 - DELIVERY
Products will be delivered within a minimum of FIVE WORKING DAYS from receipt by the Supplier of the corresponding purchase order.
Products will only be dispatched on condition that all previous invoices from the Buyer have been paid on the due date, unless special conditions have been expressly authorized by HUILERIE EMILE NOEL.
10 - RECEIPT OF GOODS
It is the Customer’s responsibility to check the conformity of the products ordered upon receipt on the film pallet (opaque film with EMILE NOEL guarantee strip), by verifying in the presence of the carrier when opening the package. The phrase “SUBJECT TO UNPACKING OR VERIFICATION” is not accepted by HUILERIE EMILE NOEL.
Any anomaly which is not expressly mentioned on the delivery note or the carrier’s receipt at the time of delivery and which does not comply with the attached document “Customer’s obligations when receiving goods” will not be taken into account by the Supplier and will therefore not give rise to a refund or credit note.
Any incident or anomaly relating to transport, in the event of damage, missing or stolen products, must be explicitly mentioned by the Buyer on the delivery note or on the carrier’s receipt, at the time of delivery. In accordance with article L 133-3 of the French Commercial Code, it is the Buyer’s responsibility to notify and confirm his reservations to the carrier by extra-judicial document or by registered letter within THREE WORKING DAYS following receipt of the delivery.
11 - SUPPLIER'S LIABILITY - WARRANTY
Without prejudice to the measures to be taken with regard to the carrier, the products delivered by HUILERIE EMILE NOEL benefit from a contractual guarantee of THREE DAYS from the date of delivery, covering the conformity of the products to the order and any hidden defect resulting from a material, design or manufacturing fault affecting the products delivered and rendering them unfit for use.
The Purchaser must inform the Supplier by registered letter with acknowledgement of receipt or by extra-judicial document within the mandatory period of THREE WORKING DAYS mentioned above.
HUILERIE EMILE NOEL’s only obligation under this warranty is to replace, free of charge, the item found to be defective by its services, unless this method of compensation proves impossible or disproportionate, in which case HUILERIE EMILE NOEL will reimburse the customer for products that do not conform or are affected by a defect. In order to benefit from the warranty, all products must first be submitted to the HUILERIE EMILE NOEL after-sales service, which has a reasonable period of time in which to verify the validity of the claim, and whose agreement is essential for any replacement.
Any warranty is excluded in the event of misuse, negligence, lack of supervision or maintenance on the part of the purchaser, as well as in the event of improper storage of the goods by the purchaser. Also excluded are defects and deterioration caused by natural wear and tear or by an external accident, or by modification of the product by the Buyer or a third party not foreseen or specified by HUILERIE EMILE NOEL.
The Buyer is responsible for :
- compliance with the advice given by HUILERIE EMILE NOEL and the product’s usual conditions of use;
- how to apply or use the product in each specific case and in accordance with regulations;
12 - RETURN OF GOODS
All returns must be formally approved in writing by HUILERIE EMILE NOEL. Returned goods must be accompanied by a return slip to be attached to the parcel and must be in the condition in which they were delivered by HUILERIE EMILE NOEL.
No returns will be accepted after a period of FIVE WORKING DAYS following the delivery date, based on the delivery note in the Customer’s possession. Any product returned without this agreement will be held at the Buyer’s disposal and will not give rise to the establishment of a credit note. The costs and risks of return are always borne by the Buyer.
Any returns accepted by the Supplier will result in the issue of a credit note to the benefit of the Purchaser, after verification of the quality and quantity of the products returned; returns which do not comply with the above procedure will result in the loss by the Purchaser of any advance payments made.
In the event of an apparent defect or non-conformity of the products delivered, duly noted by HUILERIE EMILE NOEL under the conditions set out above, the Buyer may obtain a free replacement or reimbursement of the products at the Seller’s discretion, to the exclusion of any compensation or damages.
HUILERIE EMILE NOEL delivers products with a long shelf life. Consequently, it will not take back any product whose use-by date has passed.
13 - RETENTION OF TITLE CLAUSE
In accordance with articles 2367 to 2372 of the French Civil Code, goods remain the property of HUILERIE EMILE NOEL until they have been paid for in full by the Buyer.
13 - RETENTION OF TITLE CLAUSE
Products travel at the purchaser’s risk, even carriage paid. The transfer to the Purchaser of the risks of loss and deterioration will take place upon acceptance of the purchase order by the Supplier, which materializes the agreement of the parties on the goods and on the price, independently of the transfer of ownership, regardless of the date of payment and delivery of the products.
The Purchaser has the option of insuring the products ordered, at its own expense, with ad hoc insurance covering the risks of loss, theft or destruction of the goods specified on the order and invoice, and shall inform the Supplier accordingly.
15 - FORCE MAJEURE AND OTHER DIFFICULTIES
The Parties shall not be held liable in the event of force majeure preventing the Parties from fulfilling their obligations.
Force majeure is any insurmountable and irresistible event beyond the control of the Parties, including, but not limited to social unrest on a national scale, war, riots, terrorist attacks, health emergencies, partial or total confinement, government measures to limit the spread of a virus, natural disasters, accidents, fire, government blockades by land, sea or air, total impossibility for the Supplier to be supplied or to deliver to its Customers due to a product shortage.
The party recording the event must immediately inform the other party of the impossibility of performing its service and justify this to the latter.
The suspension of obligations shall in no case give rise to liability for non-performance of the obligation in question, nor result in the payment of damages or late penalties. If the event continues beyond two months, the contract may be terminated ipso jure without any compensation to the Buyer or possibility of recourse.
Performance of the obligation is suspended for the duration of the force majeure if it is temporary and does not exceed thirty days. Consequently, as soon as the cause of the suspension of their mutual obligations has disappeared, the Parties will make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the prevented Party will notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or by any extrajudicial act.
If the impediment is definitive or exceeds thirty days. It is expressly agreed that the parties may terminate this contract by operation of law, without notice or formality.
16 - INTELLECTUAL PROPERTY
HUILERIE EMILE NOEL retains all industrial and intellectual property rights relating to the brands, graphics, products, photographs, films and technical documentation of which it is the sole owner, and which may not be reproduced without its express authorization.
17 - PROTECTION OF PERSONAL DATA
The Supplier may collect personal data concerning the Customer in the context of the performance of these General Terms and Conditions of Sale.
In accordance with the French Data Protection Act of 6/01/1978 reinforced and completed by the General Data Protection Regulation that came into force on 25/05/2018, the Customer has the right to access, rectify, oppose, delete and port all personal data by writing by post and providing proof of identity to the Company HUILERIE EMILE NOEL by email commande@emilenoel.com
18 - CONFIDENTIALITY
Proposals or documents submitted or sent by HUILERIE EMILE NOEL remain its property. Any written agreement or contract must not be communicated to third parties for any reason whatsoever by the Buyer.
19 - LAW AND JURISDICTION
These General Terms and Conditions of Sale are governed by French law.
In the event of a dispute, the parties agree to reach an amicable agreement. If this fails, the Nîmes Commercial Court will have exclusive jurisdiction.
APPENDIX 2
Our products and product categories excluded from the scope of Article L 441-1-1 of the French Commercial Code (Egalim 2 law) in accordance with Decree No. 2021-1426 of 31/10/2021, as these products do not meet the transparency and non-tradability requirements,
- Edible vegetables, plants, roots and tubers (excluding olives, uncooked or cooked by steaming or boiling in water, frozen; sweet peppers, uncooked or cooked by steaming or boiling in water, frozen; sweet peppers, uncooked or cooked by steaming or boiling in water, frozen; Capsicum or Pimenta peppers, uncooked or cooked by steaming or boiling in water, frozen; Tomatoes, uncooked or cooked by steaming or boiling in water, frozen; Onions, dried, whether or not cut, sliced, broken or in powder, but not further prepared; Potatoes, dried, whether or not cut, sliced, broken or in powder, but not further prepared; Tomatoes, dried, whether or not cut, sliced, broken or in powder, but not further prepared;)
- Edible fruit and nuts, peel of citrus fruit or melons (excluding fruit and nuts, uncooked or cooked by steaming or boiling in water, frozen, whether or not containing added sugar or other sweetening matter)
- Cereals ;
- Milling products, malt, starches, inulin, wheat gluten (except potato flour, meal and powder; potato flakes, granules and pellets);
- Oilseeds and oleaginous fruits, miscellaneous seeds and fruits ;
- Soya bean oil, crude, whether or not degummed (excluding soya bean oil for technical or industrial uses) ;
- Sunflower oil, crude (excluding oil for technical or industrial uses) ;
- Safflower oil, crude (excluding oil for technical or industrial uses) ;
- Coconut oil (copra), crude, packaged ;
- Vinegars
- Oil-cake and other solid residues, whether or not ground or in the form of pellets, resulting from the extraction of vegetable fats or oils (excluding oil-cake and other solid residues resulting from the extraction of soya and groundnut oils);
- Preparations of a kind used in animal feeding, not containing starch, glucose, glucose syrup, maltodextrine, maltodextrine syrup or milk products;
- Salt suitable for human consumption ;
- Prepared table salt and denatured salt and pure sodium chloride, whether or not in aqueous solution, for chemical processing (separation of Na from CI) in the manufacture of other products.