GENERAL TERMS AND CONDITIONS OF SALE
ARTICLE 1 : APPLICATION AND ENFORCEABILITY OF THE GENERAL TERMS OF SALE
1.1 hese general terms of sale constitute the framework to which US_AMEDEE LLC, a Limited Liability Company located at 1065 Ross Circle, 94558 Napa, California, USA, (EIN: 981549815 – TAX ID 352689214), hereinafter referred to for convenience as ‘the seller,’ subjects the sale of its products to its professional customers. These general terms of sale form the sole basis of the commercial negotiation.
Unless otherwise agreed upon in writing and in advance by the seller, any sale conducted by the seller is exclusively governed by these conditions and the terms of the relevant order accepted under the conditions defined below by the seller. »
Therefore, in the absence of the formalization of specific conditions with the seller expressly deviating from these general terms of sale, the act of the buyer placing an order implies:
- The complete and unconditional acceptance by the buyer of these general terms of sale and the terms of the order related to the sales operation, as accepted under the conditions defined below by the seller.
- The buyer’s waiver of invoking, in any capacity, at any time, and in any form whatsoever, any provisions that contradict or deviate from these general terms of sale and the terms of the order related to the sale, as accepted under the conditions defined below by the seller.
1.2 The fact that the seller does not invoke any provision of these general terms of sale or the terms of the order as defined below at a given moment cannot be interpreted as the seller waiving their right to subsequently invoke any of these provisions.
ARTICLE 2 : ORDERS
2.1 Any order from the buyer must be in written form and transmitted to the seller by mail or email. It must include all the necessary information to enable the seller to analyze the order, including: buyer’s contact information, references and quantities of the ordered products, desired delivery date, and delivery location.
2.2 Any order is valid only after confirmation by the seller, which is manifested by sending a written document from the seller to the buyer indicating the terms of the order as accepted by the seller. Order confirmation may also result from making the products available on the date specified in the notice of product availability issued by the seller to the buyer.
2.3 Placing an order acknowledges by the buyer that the content of technical sheets related to olfactory and gustatory characteristics is indicative. The buyer is obliged, in any case, to use the products in accordance with their intended purpose, and it is the buyer’s responsibility to use the products in compliance with the regulations applicable to their profession.
2.4. Special product packaging conditions (such as bags, infusion bags, ties, etc.) can only be modified no later than four (4) weeks before the delivery date, subject to the seller’s acceptance.
2.5. The seller can only fulfill orders from buyers with sufficient solvency, using any means of information available, including that of its credit insurance company, within the limits of the maximum credit authorized by the latter, taking into account the risks of non-payment. At any time, if the total amount of the buyer’s orders and/or invoices relating to sales concluded with the buyer exceeds the maximum credit limit concerning the buyer, the seller may suspend order confirmation or order execution until the buyer makes a cash payment for the sale price of the products.
2.6 Except in cases of force majeure, no order can be canceled in whole or in part, or more generally modified by the buyer during the processing of the order by the seller, without the prior written agreement of the seller.
2.7 The benefits of the order are personal to the buyer and cannot be transferred without the prior written consent of the seller.
ARTICLE 3 : PRICES – PRICE MODIFICATION
3.1 Prices are available upon request. The seller reserves the right to make any changes to its prices or sales conditions at any time.
3.2 Products are sold at the price in effect at the time of order confirmation by the seller.
3.3 The prices listed in the tariff provided by the seller to the buyer are quoted ex-warehouse of the seller, excluding taxes and in US Dollars ($) – including packaging, unless otherwise specified. Therefore, all taxes, duties, or other fees related to the sale, transportation, and resale of products are the responsibility of the buyer.
3.4 In the event of price changes, any order will be invoiced at the price in effect on the date of the order. However, the seller reserves the right to apply the price in effect on the date of delivery in case of a request to postpone the delivery date by the customer.
ARTICLE 4 : DELIVERY – TRANSFER OF RISKS
4.1 Sales are concluded ex-warehouse of the seller and are subject to the Incoterm ICC EXWORKS (2010 version). The delivery of the products is consequently carried out in the seller’s warehouses, either on a simple notice of availability or by delivery to a shipper or carrier on behalf of the buyer. The buyer must inform the seller of the name of the carrier to which the products subject to the order should be entrusted on the date of availability when the buyer does not directly collect the order.
4.2 The buyer must take possession of the ordered products on the agreed-upon dates and times. The buyer is required to collect the products as they become available after packaging. Any voluntary assistance provided by the seller in handling shall not in any way engage its liability. In this regard, the buyer must take all necessary measures to ensure that delivery is carried out safely and, more generally, to ensure that this operation is carried out optimally and in strict compliance with the conditions specified by the seller. The buyer shall indemnify the seller for all costs incurred by the seller and any damages suffered by the seller resulting from the buyer’s failure to fulfill the commitments defined above, without prejudice to the seller’s right, if it wishes, to cancel the sale due to the exclusive fault of the buyer.
4.3 In any case, the availability of the products will only occur if the buyer is up to date with its payments for other sales concluded between the seller and the buyer.
4.4 From the time of delivery, the products subject to the order are under the buyer’s custody, and the buyer fully bears the risks of loss and, more generally, any damage that the products may suffer or cause, for any reason and in any capacity whatsoever, even if the seller has agreed with the buyer on the organization and taking charge of the transportation of the products to a specified delivery location, on behalf of the buyer, particularly in the case of a sale with freight prepaid or cash-on-delivery shipping costs. Consequently, the products always travel at the buyer’s risk and expense. Upon delivery of the products by the carrier, in the event of damage or shortage, it is the buyer’s responsibility to make all necessary findings and confirm its reservations by registered letter with acknowledgment of receipt to the carrier within three (3) days following the delivery of the products, in accordance with the provisions of Article L.133-3 of the Commercial Code.
4.5 The seller will make every effort to meet the delivery time specified for the order and indicated on the order confirmation document issued by the seller. However, the aforementioned delivery time is provided for information purposes only, and any delay in such time cannot give rise to damages, deductions, compensations, or order cancellations for the benefit of the buyer. Furthermore, these times are subject to the timely receipt by the seller of all information to be provided by the buyer.
4.6 If the buyer does not collect the ordered products within thirty (30) days from the date of issuance of the notice of availability by the seller, the buyer shall indemnify the seller for the delay in collecting the products.
4.7 The occurrence of force majeure releases the seller, as the case may be, temporarily or definitively, from any delivery obligation, without compensation to the buyer. Falling under such a situation, without this list being exhaustive, the following events:
- Destruction affecting all or part of the facilities and means of production, storage, and marketing of the seller.
- Serious public disturbances, wars, riots, government actions, epidemics, blockages of transportation and communication means, interruption of energy supply.
- Natural disasters, cold waves, droughts, or any other similar events.
- Unavailability of products, depletion of stocks.
- and, more generally, all events or external causes beyond the seller’s control that, in good faith, prevent the seller from delivering the products subject to the order.
ARTICLE 5 : CONFORMITY – RECEIPT
5.1 The products are carefully checked before being made available to the buyer. The products must be subject to verification by the buyer for their conformity to the order upon delivery. When the products have specific conditions of use or consumption, they are provided with a user, information, or consumption manual. In the absence of reservations made by the buyer on the date of product collection, the products are deemed to be in conformity with the order and accepted upon receipt without reservations.
From the moment the buyer or the carrier collects the products, the seller cannot accept any claims related to:
- Non-conformity of the ordered products to the delivered products in terms of designation, quantity, packaging, weight, or best-before date.
- Apparent defects.
- Deterioration of the products after delivery or the removal of all or part of the products during transportation.
5.2 In the case where the seller takes responsibility for organizing the transport of the products to the agreed-upon place of delivery and agrees that the buyer does not carry out the verification of product conformity upon delivery, the buyer has a verification period for the conformity of the delivered products to the ordered products of forty-eight (48) hours from the date of product delivery by the carrier to the agreed-upon place of delivery, without prejudice to measures to be taken with the carrier following delivery, in accordance with Article 4.4 above. Therefore, the buyer must file any claims regarding non-conformity of the products within this forty-eight (48) hour period. No further claims will be accepted by the seller.
ARTICLE 6 : PRODUCT RETURNS
6.1 No returns can be made without the prior written consent of the seller. The procedure for such a return will be defined by the seller and communicated to the buyer. Any product returned without the consent of the seller will be at the buyer’s expense and risk and will not result in a credit note. The buyer shall indemnify the seller for all costs incurred by the seller and any damages suffered by the seller, directly or indirectly related to this unauthorized return.
6.2 In the case of a request for the return of a product presumed by the buyer to be defective or non-conforming, the product must be held by the buyer at the disposal of the seller on the buyer’s premises while awaiting acceptance or refusal of the return request by the seller. It is the buyer’s responsibility to provide the seller with all information and justification regarding the alleged defect or non-conformity. The buyer must allow the seller the opportunity and make all arrangements for the seller to conduct an examination of the products alleged to be defective or non-conforming, either directly or through any person chosen by the seller for this purpose. For this purpose, the buyer must refrain from intervening themselves or using a third party for this purpose and must take all necessary measures to preserve the integrity of the product presumed to be defective or non-conforming. Failure by the buyer to comply with these provisions will exclude any recourse against the seller and release the seller from any potential liability.
6.3 Returns accepted by the seller must be accompanied by the purchase order, delivery note, indication of the delivery date, and a written description of the observed defect. The costs and risks of returns are always borne by the buyer.
6.4 In the case of non-conformity or hidden defects affecting the delivered products, duly established by the seller, the buyer may obtain the free replacement of the products or, in the absence of availability, a credit note, excluding any compensation.
ARTICLE 7 : PAYMENT – TERMS
7.1 Unless a specific agreement is made with the buyer, the products are payable at the seller’s headquarters within a period of thirty (30) calendar days from the date of the invoice.
7.2 Payment is considered made not by the mere submission of a bill of exchange or a check implying an obligation to pay but by the actual receipt of the sale price by the seller.
7.3 Payment is made in US Dollars ($) in accordance with the payment deadline set for the order, and the buyer must take all necessary measures to ensure that the payment is made on that date.
7.4 Any deductions and/or offsets by the buyer are expressly excluded unless agreed upon in advance and in writing by the seller.
7.5 No discounts are granted for early payment.
ARTICLE 8 : PAYMENT – LATE PAYMENT
8.1 In the event of late payment, the buyer shall automatically owe the seller:
- Late payment penalties due on the day following the payment due date on the invoice, calculated on the amount of the outstanding sum at a rate of three (3) times the current legal interest rate. These penalties shall run until the full payment of the amount due.
- A lump-sum indemnity of $40 for collection costs. When the collection costs incurred by the seller exceed the amount of this lump-sum indemnity, the seller shall be entitled to seek additional compensation upon presentation of corresponding justifications.
- 8.2 Furthermore, at its discretion and without prejudice to the right to claim additional damages for the delay:
- The seller may suspend its obligations concerning the order affected by the delay as well as all ongoing orders until the complete settlement of the sums still owed by the buyer.
- The seller may demand immediate payment of the price for all ongoing orders.
- The seller may subject the execution of ongoing orders to the provision of guarantees or new terms (including new payment conditions) that provide the seller with satisfactory payment security and are deemed satisfactory by the seller.
- The seller may terminate the order automatically. In the event that the buyer fails to fulfill its obligation to return the products subject to the order, the seller may repossess the products concerned.
- The seller may offset the amount of the unpaid invoice against any amounts potentially owed by the seller to the buyer.
8.3 In the case where the seller has accepted payment of its invoices in several installments, the failure to pay a single installment shall render the entire debt to the seller immediately due and payable.
8.4 In the event of the resolution of the sale due to late payment, the seller shall retain the down payments made by the buyer, without prejudice to the seller’s right to seek all damages.
8.5 Any partial payment made by the buyer shall first be applied to the non-preferential part of the debt, then to the amounts that have become due for the longest period.
8.6 Any deterioration in the buyer’s credit and, in general, any modification, regardless of its origin, of the buyer’s financial situation may justify the requirement of guarantee(s) and/or specific payment terms set by the seller.
ARTICLE 9 : POSSESSION RETAINED UNTIL PAYMENT
9.1 The products remain the property of the seller until full payment of the principal and accessories, even though the risks have been transferred to the buyer upon delivery of the products. The mere delivery of an instrument creating an obligation to pay, such as a promissory note or check, does not constitute payment within the meaning of this clause. The seller’s original claim against the buyer shall remain with all attached guarantees, including the reservation of ownership, until the price has been effectively received.
9.2 In case of non-payment on the agreed due date, the products may be repossessed at any time, without prior notice, at the expense of the buyer by the seller in case of the buyer’s failure to fulfill its obligations. This is without prejudice to the payment of damages to the seller. The seller and/or its carrier will be authorized to enter the buyer’s premises to recover the products subject to the reservation of ownership. This procedure is not exclusive of other actions or legal proceedings that the seller may decide to initiate.
9.3 Concerning the products for which payment has not been made, the buyer shall ensure at all times that they are individualized and identified as the property of the seller and cannot be confused or subject to claims by third parties (the buyer shall oppose any such claim and inform the seller in such circumstances).
9.4 The buyer is prohibited from pledging or assigning, in any form whatsoever, the ownership of the products as collateral.
9.5 In the event of seizure or any other third-party intervention on the products, the buyer must inform the seller immediately to enable the seller to oppose it and preserve its rights.
9.6 The buyer is authorized, in the normal course of its business, to resell the products subject to this contract. Consequently, the buyer undertakes to inform its customers of the existence of this clause in favor of the seller and the latter’s right to the resale price of the products. The buyer agrees to separately account for the resale price and, in general, to take all measures to ensure concordance between the sum received from the sub-purchaser and the outstanding sale price due to the seller. The buyer undertakes to provide, upon the first request of the seller, the names and addresses of all sub-purchasers, as well as the amount of sums still owed by them.
9.7 In the event that the buyer becomes subject to collective proceedings, it undertakes to inform the seller of this situation by registered letter with acknowledgment of receipt within eight (8) days of the judgment opening the collective proceedings, so that the seller can claim the products found in nature among the buyer’s assets.
9.8 From the delivery and during the period of reservation of ownership, the buyer must insure the products against all risks of theft, loss, damage, or others. The insurance contracts must mention the seller’s ownership status. Insurance indemnities allocated to the buyer in case of a claim shall be exclusively assigned by the buyer to the full payment of the products subject to such claim, in favor of the seller. In the event of collective proceedings against the buyer, the buyer undertakes to continue the execution of the insurance contract covering the risks related to the delivered products until they have been effectively recovered by the seller from the warehouses following its claim.
ARTICLE 10 : INTELLECTUAL PROPERTY
No aspect of the business relationship existing between the seller and the buyer shall enable the buyer to claim the transfer, in their favor or in favor of any third party, of any property right or exploitation right, whether in whole or in part, of intellectual property rights (of any nature, scope, and/or origin) held and/or exploited by the seller. The buyer commits to respecting the rights held and/or exploited by the seller and undertakes not to take any action that may infringe upon them or, in a more general sense, harm the interests of the seller.
ARTICLE 11 : APPLICABLE LAW – DISPUTES
11.1 This agreement shall be governed by and construed in accordance with the laws of the State of California, USA, without regard to its conflict of law principles.
11.2 Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the courts of the State of California, USA.
11.3 The parties agree to make good faith efforts to resolve any disputes or disagreements through negotiation or alternative dispute resolution methods before pursuing legal action.