GENERAL TERMS AND CONDITIONS OF SALE
APPLICABLE AS OF 22.07.2020
These general terms and conditions of Sale (« GTCS ») are drawn up pursuant to the principle of transparency that governs the relationships between SEVAROME – Nactis Flavours and its customers, and constitute an indivisible whole with the pricing terms of SEVAROME – Nactis Flavours, that are enclosed with the GTCS. By virtue of the provisions of articleL.441-5 of the Commercial Code, these GTCS constitute the basis of the commercial relationship between SEVAROME – Nactis Flavours and its Customers.
1. COMPANY INFORMATIONS
Website (hereinafter referred to as “Website”), including its online sales area, is the property of Nactis Flavours (Head Office), S.A.S with a Board of Directors, with a share capital of 7,957,840 euros, whose registered office is at 36, rue Gutenberg. ZI La Marinière. 91070 Bondoufle, tel +33(0)1 60 86 85 32, [email@example.com] registered with the RCS Evry under the number 421 044 009, and whose VAT number is FR 76 421 044 009 (« SEVAROME – Nactis Flavours »)
2. SCOPE OF APPLICATION
The Website is an e-commerce website dedicated to SEVAROME brand. It allows to offer for sale products of aromatic raw materials, flavours, aromatic and functional ingredients. This Site is exclusively intended for professionals (hereinafter referred to as “The Client”).
The non-professional Internet user is informed that he or she is not authorized to place an order on the Site.
These GTCS apply to any order placed on the Site.
At the time of placing the order, the Client expressly acknowledges having read these GTCS and accepts them without reservation.
SEVAROME – Nactis Flavours reserves the right to adapt or modify these GTCS at any time. They then apply to orders placed after they are put online.
In any case, the version of the GTCS and conditions of sale enforceable against the Client is the one accepted by the latter at the time of the validation of his order.
The GTCS are permanently accessible in the online sales area in the General Terms and Conditions section. The Customer can access the archived GTCS by sending an e-mail request to the following address: firstname.lastname@example.org
3. LEGAL CAPACITY
Any order placed by the Client implies full and unreserved acceptance of the GTCS and waiver by the Client of its general terms and conditions of purchase.
The Client declares and acknowledges:
- to have the technical competence to use the Website;
- to be of full age and have full legal capacity to enter into commitments under these GTCS;
- to be informed that their commitment does not require a handwritten or electronic signature;
- that he acts as a professional, i.e. the acquisition of the products is intended exclusively for professional use, in direct connection with his professional activity;
- that as a professional, he or she does not have specific rights that can be invoked by consumers and non-professionals under the “Code de la Consommation”.
The Client has the option to save and print these general GTCS using the standard functionalities of his browser or computer.
The Client declares that he has obtained all the necessary information regarding the use of the online sales space and the quantitative and qualitative characteristics of the products offered for sale on the Website.
These GTCS define the terms and conditions of sale of the products offered for sale online between SEVAROME – Nactis Flavours and the Client. They govern all the steps necessary for placing the order and monitoring the order between the contracting parties.
The main topics are ordering, delivery and payment methods as well as the functioning of the after-sales service.
5. CONDITIONS OF ACCESS AND IDENTIFICATION
5.1 Access to the Website
Access to the Website is free and open to any user with Internet access. All costs related to access, whether hardware, software or Internet access costs, are the sole responsibility of the user. He is solely responsible for the proper functioning of his computer equipment and his access to the Internet.
The Website is accessible 24 hours a day, 7 days a week.
Due to the nature and complexity of the Internet network, and in particular its technical performance and response times for consulting, querying or transferring information data, SEVAROME – Nactis Flavours makes its best efforts, in accordance with good practice, to allow access to and use of the Website and the services it offers. SEVAROME – Nactis Flavours cannot guarantee absolute accessibility or availability of the Website.
In particular, SEVAROME – Nactis Flavours reserves the right, without notice or compensation, to temporarily close the Website or access one or more services, in particular to update, maintain, modify or change operational methods, servers and accessibility times, without this list being exhaustive.
The Client’s registration and the creation of his account are done by means of a registration form made available on the Site.
The Client is asked to choose a password so that a user account can be created for him.
The Client will also be able to log into his customer account at any time to view his order history or to modify his data.
The Client guarantees the accuracy of the information provided for the purposes of creating his customer account.
The Client is solely responsible for the preservation and confidentiality of its identifiers and passwords.
The password is strictly personal and confidential.
The Client undertakes to take all necessary measures to ensure this complete confidentiality, and in particular to modify it regularly.
Any use of the password is presumed to be made on behalf of the Client. He undertakes to change his password without delay in the event of loss, forgetfulness or disclosure, whether voluntary or not, to third parties of his password. He can perform this operation from the customer account.
The Client is solely responsible for the use that will be made under his password until he has changed the password.
SEVAROME – Nactis Flavours cannot be held liable in the event of fraudulent or abusive use or due to voluntary or involuntary disclosure to anyone of its identifiers and/or passwords.
6.1 Identification and acceptance of the general conditions
Any order implies the full and complete acceptance of these GTCS by means of a checkbox.
The Client wishing to order on the Website undertakes to provide the requested information in advance using the forms available online. The Client further certifies the veracity and accuracy of the informations thus transmitted.
The contractualization procedure includes the following steps:
Step 1: Identification of the Client if he is not already connected (either by connecting his pre-existing client space, or by creating one) in order to have access to product information. Choose the products and fill the basket.
Step 2: Access to the details of the order in the shopping cart. During this step, the Client has the possibility to check the details of the order and its total price, modify it, correct any errors or cancel the order.
Step 3: choice of billing address and payment method.
Step 4: on this same screen, summary of the order and acceptance of GTCS before the validation of the order. Also at this stage, the Client has the possibility to check the details of the order and its total price, modify it, correct any errors or cancel the order.
Step 5: the Client has the possibility to choose the delivery method chosen.
Step 6: Order’s payment (including product prices, shipping costs if applicable, and VAT (for France)) within thirty (30) days or online.
SEVAROME – Nactis Flavours acknowledges receipt of the Customer’s order by sending an e-mail without delay.
Any order will only be considered after acceptance of payment.
6.2 Product selection
The Client chooses the products presented in real time on the Site on the day of the order.
The Customer can order within the limit of available stocks
The Client is solely responsible for his choice of products and their adequacy to his needs, so that SEVAORME – Nactis Flavours cannot be held responsible in this respect.
No modification of the order can take place after confirmation of the order, except with the express agreement of SEVAROME – Nactis Flavours.
6.3 Conservation – Archiving
The contractual documents will be kept in electronic or paper format.
SEVAROME – Nactis Flavours guarantees access to the contractual documents kept at the Client’s request in the following ways: request by post sent to the following address SEVAROME – Nactis Flavours – Service Clients – ZA La Guide 1 – 350 impasse des Technicités – FR – 43200 or by e-mail to email@example.com.
7. PRICING TERMS
The products are billed at the prices applicable on the day of confirmation of the Customer’s order by SEVAROME – Nactis Flavours. The prices are given purely for indicative purposes, stated in euros, before the VAT, ex SEVAROME – Nactis Flavours plant, and are established per kilogram (Kg), litre (L), or per packaging unit.
SEVAROME – Nactis Flavours may change its prices at any time without advance notice, according to the trend in the cost price, particularly taking into account the purchase price of raw materials and food, the currency rate, the cost of delivery and manufacturing of products, or any modifications related to the legislative environment. In that event, upon its request, SEVAROME – Nactis Flavours provides the Customer with information regarding any such fluctuations, with the applicable price being communicated in the form of a market price list or specific offer.
In any event, SEVAROME – Nactis Flavours may change its price list at any time without advance notice. Under no circumstance shall any such change render SEVAROME – Nactis Flavours liable vis-à-vis the Customer.
Under certain conditions, SEVAROME – Nactis Flavours grants various price reductions, which appear in the invoice for each line of products. The granting of reductions and discounts is subject to full payment of the amounts owed by the Customer to SEVAROME – Nactis Flavours.
8. ORDER TRACKING SERVICE
A customer service is available and allows the Customer to perform the following operations:
- consultation of the status of the execution of the order or request for information relating to the order;
- complaints relating to the order;
- requests of the “after-sales service” type;
- requests for information or general questions.
For any question relating to the follow-up of the order, the Customer can contact Customer Service on ++ 33 (0)4 71 59 32 11 (cost of a local call from a fixed line, possible additional cost depending on operator)
Monday to Friday from 8:30 to 12:00 and from 14:00 to 16:30.
Such requests may also be made in writing and forwarded to customer service at the following addresse : by e-mail to firstname.lastname@example.org.
The delivery time is fifteen (15) days unless otherwise specified upon confirmation of the order. The delivery time is given purely for indicative purposes, unless otherwise agreed to by SEVAROME – Nactis Flavours in writing beforehand. Delivery is made by the deadline only if the Customer is current in meeting its obligations vis-à-vis SEVAROME – Nactis Flavours, in accordance with the GTCS.
The products are delivered to the address indicated by the Client on the order interface of the Website. In the case of an incorrect address, SEVAROME – Nactis Flavours cannot be held responsible and reserves the right to stop processing the Client’s order until the problem is resolved or to cancel the Client’s order and refund it.
Delivery refers to the transfer to the Client of physical possession or control of the ordered product.
Delivery will be made, at the Client’s choice, according to various methods indicated on the Website and in particular by the Post Office (Colissimo Expert, Colissimo Overseas, Colissimo International), by Chronopost.
All of the Products travel at the Customer’s risk and peril, with the transfer of risks occurring after the carrier’s loading of the merchandise. Unless otherwise agreed and without prejudice to the foregoing provisions, SEVAROME – Nactis Flavours selects the carrier.
In the event of lost, defective or missing items, the Customer must expressly state its complaints and reservations to the carrier in the receipt document, date and sign it, and have it signed by the carrier or its driver. The Customer must confirm to the carrier its reservations and complaints by registered letter within three (3) business days, in accordance with articles L. 133-1 et seq. of the Commercial Code. A copy must be promptly sent to us. The existence of reservations stated by the Customer does not suspend the payment of invoices.
The Customer has two ways to pay:
Bank card: direct debit from the order to the receiving address indicated by the Customer when confirming his order. The Customer will be informed of the shipment by email.
Payment within thirty (30) days: Invoices are to be paid at the address of SEVAROME – Nactis Flavours – Service Clients – ZA La Guide 1 – 350 impasse des Technicités – FR – 43200 YSSINGEAUX, within thirty (30) days from the end of the month of invoicing, or within forty five (45) days of the date of the invoice.
Payments are deemed to be made on the date on which the funds are made available to SEVAROME – Nactis Flavours. As an exception to the foregoing, the initial order placed by a Customer is payable in cash. That is also the case for any order of less than one hundred (100) euros before taxes, with it being noted that, in such event, five (5) € will be charged as a processing cost.
SEVAROME – Nactis Flavours accepts payment by postal money orders, or cash up to € 3 000, bill of exchange, bill to order, bank transfer, or cheque. A 0.2% discount is granted for payment in cash.
Any full or partial payment made after the due date automatically entails immediate payability of a penalty equal to three (3) times the legal interest rate. Interest commences to run as of the payment date indicated on the invoice, and continues to run until full payment of the total amount. In addition to the penalty, any late payment will automatically entail payment of a fixed indemnification for the cost of collection, which will automatically be charged to the customer in the minimum amount of forty (40) euros, without prejudice to SEVAROME – Nactis Flavours’s right to claim supplementary indemnification when the collection costs exceed the amount of the fixed indemnification.
A maximum outstanding amount is granted to each Customer as a function of the credit authorization given by insurance or financial information Companies. In the event of inadequate information, SEVAROME – Nactis Flavours will request payment for Products prior to shipment.
11. RETRACTATION AND RETURN
The Client acting as a professional does not benefit from a right of withdrawal except in special cases provided for by law, organized under the conditions provided for in Article L. 221-3 of Code of Consumption:
- The number of employees employed by the Customer must be less than or equal to 5;
- The contract from which the Client wishes to withdraw doesn’t fall within the scope of the main activity of the requested Customer;
(These two conditions are cumulative)
If these two conditions are fulfilled, the withdrawal period is fixed at 14 days after the order, undelivered merchandise.
Once the goods have been delivered, they can only be returned by agreement, except in case of transport breakage, referring then to our GTCS. (article 12. Complaints)
Without prejudice to the provisions of article 4, any reservations or complaints related to conformity of the Products, particularly with regard to the product specifications, must be notified by the Customer to SEVAROME – Nactis Flavours, by registered letter, within seventy-two (72) hours after receipt of the products, and must be justified by objective elements. At its discretion, SEVAROME – Nactis Flavours will replace or reimburse the defective product, but shall not in any circumstance be required to pay the Customer damages.
The Customer, as an astute professional who alone has in-depth knowledge of its business, is responsible for defining and implementing its manufacturing processes and for compliance with the regulations applicable in the country where the finished products are sold. Under no circumstance shall SEVAROME – Nactis Flavours’s liability be invoked if the Customer encounters difficulties in use of the products in the context of its manufacturing processes, which the Customer expressly accepts and acknowledges.
Any complaint by the Customer regarding a billing or a delivery deadline must be submitted by registered letter within eight (8) days following receipt of the invoice or delivery of the products.
In the event of a failure to meet the aforesaid deadline, the Customer may not invoke a defect in the Products or late delivery, or contest the amount appearing in the invoice, which the Customer expressly accepts and acknowledges. In any event, the Customer is prohibited from refusing or returning the products or automatically deducting from the invoice issued by SEVAROME – Nactis Flavours any penalties or rebates due to a failure to meet the delivery deadline or a defect in the Products, when the debt is not irrefutable, liquid and collectable, without SEVAROME – Nactis Flavours having been able to verify the reality of the complaint in question.
13. PERSONAL DATA
During visits to the website or orders placed by a Client, information through questionnaires, forms, etc. may be collected from the latter.
SEVAROME – Nactis Flavours undertakes to preserve the confidentiality of the information provided to it online by the Internet user for the proper management of orders, deliveries, invoices and the use of certain services.
In accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data (“RGPD” ) and to the law n ° 78-17 of January 6, 1978 relating to data processing, files and freedoms, modified (“Regulations relating to the protection of personal data”), the Customer is informed that SEVAROME – Nactis Flavours, as data controller, implements the processing of personal data for the purposes of:
- the management and follow-up of account creation and customer relations in general;
- the management and follow-up of orders, payments, deliveries, shipments and returns, as well as customer service / after-sales service;
- the management of customer accounts;
- sales and marketing management;
- the measurement of quality and satisfaction;
- commercial prospecting and personalization of offers.
This information is intended for authorized personnel of SEVAROME – Nactis Flavors, entities of the Nactis Flavours Group as well as any sub-contractors for the aforementioned purposes as well as its contractual and commercial partners for delivery purposes.
These processing operations are necessary for the performance of a contract to which the Customer is a party or for the execution of pre-contractual measures taken at the initiative of the Customer (article 6 (1) (b) of the GDPR) or for compliance with a legal obligation to which SEVAROME – Nactis Flavours is subject.
In the case of processing carried out for the purposes of commercial prospecting and marketing, or analysis of quality and satisfaction, the processing of personal data is carried out on the basis of the legitimate interests of SEVAROME – Nactis Flavours to send to its Customers information of a commercial nature adapted, or not, to their needs (article 6 (1) (f) of the GDPR).
The Client is informed on each personal data collection form of the mandatory or optional nature of the responses by the presence of an asterisk. In the absence of information of a mandatory nature, the order could not be processed or could be delayed, and commercial information could not be sent to the Customer.
Personal data is kept for no longer than is necessary to carry out the purposes detailed above. They will be archived for the applicable limitation period.
Under the conditions provided by the Regulations relating to the protection of personal data, the Customer has a right of access, modification, portability, rectification and deletion of his data which allows him, if necessary, to rectify, complete, update, lock or delete personal data concerning him that are inaccurate, incomplete, ambiguous, outdated or whose collection, use, communication or storage is prohibited. The Customer also has the right to predict the fate of his post-mortem data.
The Customer also has a right to limit the processing of his data as well as a right of opposition.
These rights are exercised by mail accompanied by a copy of a signed identity document to the e-mail address: email@example.com.
Finally, the Customer has the right to lodge a complaint with a supervisory authority such as the CNIL.
If the Customer has accepted it, has not objected to it, when creating his account, special offers or promotional emails offering him new products, exclusive offers, etc. may be sent to him. The Client may request to no longer receive e-mails at any time by clicking on the link provided for this purpose and inserted at the bottom of the page of each of the e-mails sent to him, or by request by sending an e-mail to: firstname.lastname@example.org.
For more information, click here [Legal mentions]
Nactis Flavours is likely to use “cookies” files stored on the computers of visitors to its Website.
14. RESERVATION OF OWNERSHIP
UNTIL FULL COLLECTION OF THE PRICE AND ITS ANCILLARY ITEMS, SEVAROME – NACTIS FLAVOURS REMAINS THE EXCLUSIVEOWNER OF THE DELIVERED PRODUCTS. FULL PAYMENT IS DEEMED TO BE MADE ON THE DATE ON WHICH THE PRICE IS EFFECTIVELY COLLECTED. THE CUSTOMER’S ACCEPTANCE OF THE DELIVERY IMPLIES ITS EXPRESS AND UNCONDITIONAL ACCEPTANCE OF THIS CLAUSE, WHICH THE CUSTOMER EXPRESSLY ACKNOWLEDGES.
15. INTELLECTUAL PROPERTY RIGHTS
The Customer is prohibited from changing, reproducing or having others reproduce the trademarks, distinctive signs or any other intellectual property rights held by SEVAROME – Nactis Flavours, and/or from transmitting to third parties any information enabling total or partial reproduction of these rights, on pain of legal action.
16. PROOF AND CONVENTION OF PROOF
The online acceptance of the GTCS and conditions by electronic means has the same probative value between the parties as the paper agreement.
The computerized records kept in SEVAROME – Nactis Flavours’ computer systems will be kept under reasonable security conditions and considered as proof of communications, orders and payments between the parties. They are binding until proven otherwise.
The archiving of contractual documents, orders and invoices is carried out on a reliable and durable medium that can be produced as proof.
17. RESCISSION CLAUSE
If the Customer fails to execute its obligations, particularly payment of sums due, SEVAROME – Nactis Flavours may immediately suspend the orders and/or deliveries in progress until full payment of the price, and/or may rescind the contract as a matter of absolute right thirty (30) days after a notice has gone unheeded, without prejudice to payment of damages.
Any claim related to any amounts that might be due from SEVAROME – Nactis Flavours for any reason whatsoever for a calendar year must be notified to SEVAROME – Nactis Flavours by registered letter within twelve (12) months of the end of said year. Thereafter, as an exception to the provisions of article L. 110-4 of the Commercial Code, no amount for prior calendar years shall be claimed by the Customer from SEVAROME – Nactis Flavours, which the Customer expressly accepts.
18. APPLICABLE LAW AND JURISDICTION
THE GTCS ARE GOVERNED BY FRENCH LAW. BY EXPRESS AGREEMENT, ANY DISPUTES THAT MIGHT ARISE BETWEEN THE PARTIES DURING THEIR COMMERCIAL RELATIONSHIPS SHALL BE SUBMITTED EXCLUSIVELY TO COURTS LOCATED IN THE AREA OF SEVAROME – NACTIS FLAVOURS’S SECONDARY ESTABLISHMENT, EVEN IN THE EVENT OF AN ACTION FOR ENFORCEMENT OF A GUARANTEE OR A MULTIPLICITY OF DEFENDANTS.