15 september 2018

Scope of application

The present General Terms and Conditions of Sale (hereinafter “the General Conditions”) shall apply between the company ACTIMEAT, SAS, with a capital of € 310,500, having its registered office at F 11 ZI Saint Maurice 04100 Manosque France, registered in the Manosque Trade and Companies Register (RCS Manosque) under number 322 667 585 (hereinafter “the Vendor” or “ACTIMEAT”) and any food industry customer located in the Euro Zone (hereinafter “the Customer” or “the Buyer”) wishing to purchase any product sold on the website Store.actimeat.com (hereinafter the “Website”).

The Vendor and the Customer agree that their relations shall be governed exclusively by the present General Conditions. The placement of a purchase order implies full and unreserved consent by the Customer to abide by the present General Terms and Conditions of Sale, which shall have precedence over any general conditions of purchase and/or specific condition and/or other document of the Buyer. No specific condition of the Buyer can take precedence over the present General Conditions without the formal, written consent of ACTIMEAT.

If, at any given time, ACTIMEAT does not exercise its right to apply one of the clauses of the present General Conditions, this specific instance cannot be interpreted as signifying a permanent waiver of application of one of the clauses of said Conditions.

The General Conditions shall be applicable as soon as they are published online. The Customer shall be responsible for reading and taking note of said General Conditions prior to placing any new purchase order.

ACTIMEAT reserves the right to modify the General Conditions at any time.

Creation of a Customer Account

Before placing a purchase order, the Customer must create an account. To do so, the Customer must fill in a form accessible on the Website and enter all the information requested on the form. The Customer undertakes to use said Customer Account to order products for purposes exclusively related to the Customer’s professional activity. In the event of non-compliance with this obligation, the Customer shall bear exclusive liability for any (fiscal, criminal etc.) consequences deriving from the purchase.

ACTIMEAT reserves the right to suspend the use of the Customer Account if the Customer provides incomplete or inaccurate information.

Purchase orders

The Customer places the purchase order online from the catalogue available on the Website.

After validating the shopping basket, the Customer must choose the delivery address and method of delivery and validate the desired method of payment.

Each purchase order implicitly implies acceptance of the prices and descriptions of the products available for sale.

As soon as the purchase order is validated, ACTIMEAT shall acknowledge receipt of the purchase order by sending an email to the Customer. Validation of the purchase order by ACTIMEAT constitutes formal confirmation of the sale contract with the Customer.

In certain cases, particularly default of payment, incorrect address or other problem, ACTIMEAT reserves the right to block the Customer’s purchase order until the problem has been resolved.

If a product is unavailable, the Buyer shall be informed by telephone and email.

Cancellation of the purchase order for said unavailable product and, where applicable, its refund by direct bank transfer shall then be implemented, and the remainder of the purchase order shall remain fixed and final.

For any question relating to purchase order tracking, the Customer must contact customer service.

Deliveries

4.1 Delivery terms

The products shall only be delivered to countries in Europe.

The products shall be delivered by a carrier selected by ACTIMEAT. Prices are quoted inclusive of delivery.

The products shall be delivered by truck to the address specified by the Buyer and only to the unloading bay. Every pallet returned to the Vendor because the delivery address is incorrect or incomplete shall be resent at the cost of the Buyer. If the Customer is absent, the carrier shall leave a notice of attempted delivery and shall return on the next day.

4.2 Lead times

Deliveries are subject to available stock. Delivery lead times are quoted as accurately as possible but remain indicative and subject to the transportation constraints of ACTIMEAT. Overruns of these quoted delivery times cannot, under any circumstances, constitute grounds for compensatory damages payable to the Customer. Delivery lead times shall be counted with effect from the date of validation of the purchase order stipulated on the order confirmation email and are as follows :

2 to 3 working days for the delivery of samples anywhere in Europe

1 to 3 working days for the delivery of pallet(s) or half-pallet(s) in France, excluding France’s overseas territories
3 to 5 working days for the delivery of pallet(s) or half-pallet(s) in Spain
5 to 7 working days for the delivery of pallet(s) or half-pallet(s) in Portugal
3 to 7 working days for the delivery of pallet(s) or half-pallet(s) in Italy, excluding Sicily (7 to 9 days) and Sardinia (9 to 10 days)
6 to 7 working days for the delivery of pallet(s) or half-pallet(s) in Germany
7 to 8 working days for the delivery of pallet(s) or half-pallet(s) in Austria
4 to 5 working days for the delivery of pallet(s) or half-pallet(s) in Benelux
5 to 8 working days for the delivery of pallet(s) or half-pallet(s) in Ireland

In the event of unavailability of the ordered product, the Buyer shall be notified as early as possible and shall be entitled to cancel the purchase order. In this case, the Buyer shall have the choice of either a refund of the sums already paid, at the latest within 30 days of their payment or the issue of a credit note on a future purchase order.

Acceptance

In the event of any damaged or missing goods in the delivery, the Customer shall be responsible for notifying the carrier of the necessary objections.

Any product that has not been subject, within three (3) days of its receipt, to an objection notified to the carrier by registered mail with acknowledgement of receipt , in conformity with article L. 133-3 of the French Commercial Code (“Code de Commerce”), and with a copy addressed simultaneously to ACTIMEAT, shall be considered to have been accepted by the Customer.

The Customer is responsible for providing any evidence of the deficiencies or nonconformities observed.

Unreserved acceptance of the products ordered by the Customer covers all obvious defects and/or missing items.

The Vendor’s liability may not, under any circumstances, be claimed for incidents during transport, such as destruction, damage, loss or theft, even if the carrier was selected by the Vendor.

Processing, transformation or change of packaging of the delivered goods by the Buyer shall be deemed to constitute a waiver of any claim against ACTIMEAT on any grounds whatsoever.

Return

In view of the nature of the products and in conformity with article L 121-20-2 of the French Consumer Code (“Code de la Consommation”), the Customer does not have a right to a “cooling-off period:” for cancellation of the contract.

Return of the products shall only be permitted in the case of an obvious defect or a nonconformity confirmed by ACTIMEAT or its agent.

Under these conditions, only the carrier selected by the supplier shall be entitled to carry out the return of the products concerned.

Any product return accepted by ACTIMEAT, after verification of the quality and quantity of the returned products, shall result in the establishment of a credit note in favour of the Customer.

No product return, on whatsoever grounds, can entitle the Customer to compensation or damages.

Prices

The product prices are specified on the Website.

ACTIMEAT reserves the right to modify its prices at any time without notice but undertakes to apply the published prices valid at the time of the purchase order, subject to product availability at this date. The prices are specified exclusive of VAT and are quoted per kg in the case of products sold by half-pallet and pallet. Prices include the delivery costs.

Payment terms

New customer ?

Several payment methods are possible :

You can pay by credit card directly online. Our Website is entirely secure.
You can settle your purchase order via your PayPal account.
You can also pay directly online in advance by SEPA bank transfer.

Existing customer ?

In addition to the payment methods listed above, you can also settle your invoice within 30 days by bank transfer if you have an outstanding credit account with us (after examination and acceptance of your request for credit by ACTIMEAT).

Late payment

In the event of late payment, ACTIMEAT reserves the right to suspend all purchase orders and deliveries in progress. Pursuant to the provisions of article L. 441-6 of the French Commercial Code, any partial or total non-compliance with payment obligations by the Customer or any delay in payment shall automatically incur a late payment penalty at three times the legal interest rate. Late payment penalties are payable without requiring any reminder or final notice. In the event of default of payment 7 days after a final notice that has remained without response, ACTIMEAT reserves the right to initiate any legal action that may be necessary to obtain payment of the outstanding sums. In all the above cases, the sums due for other deliveries or for any other reason shall be rendered immediately payable. The Customer must reimburse all costs incurred for any official debt collection measures taken, including the fees of ministerial officers. In the event of late payment, the Customer shall also be liable to pay the fixed compensation for debt collection stipulated in article L. 441-6 of the French Commercial Code. Subject to subsequent modification by decree, said fixed compensation is currently 40 euros. The parties hereby note that this fixed compensation is not exhaustive and does not limit the amount of the other costs that may be incurred by ACTIMEAT to obtain payment of its invoices.

Retention of title and transfer of risks

All goods are sold subject to retention of title and therefore shall remain the property of ACTIMEAT until full payment of the price.

The Buyer accepts that the carrier is responsible for carrying out the delivery and that ACTIMEAT shall be deemed to have met its delivery obligation on handing over the ordered products to the carrier and on unreserved acceptance of said products by the carrier. Consequently, the Buyer shall have no entitlement to claim warranty against ACTIMEAT in the event of any lack of delivery of the ordered products or for damage to the products during their de transportation or de unloading.

Products

The products governed by the present General Conditions are those specified as sold and dispatched by ACTIMEAT. They are offered within the limits of available stocks.

The products are described and presented as accurately as possible. However, the Vendor cannot be held liable for any errors or omissions in the presentation.

The photographs of the products are not contractually binding.

ACTIMEAT guarantees that all the products sold comply with French and European regulations, in particular with regard to product quality and safety. ACTIMEAT rejects any liability for any use of the products by the Customer not conforming to said regulations.

Warranty against hidden defects

ACTIMEAT guarantees the Customer against hidden defects in the products, as defined in articles 1641 ff. of the French Civil Code (“Code Civil”).

Anti-corruption measures

The Customer undertakes, both for its own account and where applicable on behalf of the Customer’s appointed employees, subsidiaries and subcontractors, for which the Customer is accountable, to ensure compliance with all anti-corruption laws and regulations, and in particular the French law of 9 December 2016 concerning transparency, anti-corruption and the modernization of economic life

Applicable law / Legal jurisdiction

The General Conditions are governed by French law.

Any disputes that may arise concerning the implementation or interpretation of the present General Conditions and that are not settled amicably between the parties within 30 days following the start of negotiations shall be submitted to the Manosque commercial court (“Tribunal de Commerce”), even in cases of multiple defendants and guarantee claims.