GENERAL TERMS AND CONDITIONS OF SALE

ARTICLE 1 - FIELD OF APPLICATION

These General Terms and Conditions of Sale constitute, in accordance with article L. 441-1 of the French Commercial Code, the sole basis of the business relationship between the parties.
They aim to define conditions in which the company AMERICAN CENTRAL (“the Supplier “) provides professional Purchasers (“ the Purchasers or Purchaser “) who request it , via the Supplier’s website, through direct contact or in paper form, with food products marketed by the Supplier (“the Products”).
They apply unconditionally and without restrictions to all sales transactions concluded by the Supplier with Purchasers of the same category, regardless of the clause indicated on the Purchaser’s documents, in particular their general terms and conditions of purchase.
In accordance with the current regulations, these General Terms and Conditions of Sale are systematically sent to any Purchaser who makes the request, to allow them to place orders with the Supplier.
They are also sent to any distributor (except wholesalers) before signing a Single Convention concerned with articles L. 441-3 et seq. of the Commercial Code and within legal deadlines.
For any product order, from the Purchaser, it is required to comply with these General Terms and Conditions of Sale.
The information found inside the catalogues, brochures and price lists of the Supplier are given for information purposes and can be reviewed any time. The Supplier has the right to make any changes that they deem relevant.  In accordance to the current legislation, the Supplier reserves the right to depart from certain clauses of the present General Terms and Conditions, depending on negotiations with the Purchaser, and instore Special Conditions of Sale.

ARTICLE 2 - ORDERS / PRICES
2-1. The sales only take effect once the Purchaser’s order has been approved by the Supplier, who will make sure, among other things, of the availability of the requested products. All orders must be confirmed in writing, using a purchase order form duly signed by the Purchaser. For orders placed exclusively online, an order is taken into account on the Supplier’s website when the Purchaser agrees to the present General Terms and Conditions by ticking the box provided, which validates the order. This validation implies full agreement to the present Terms and Conditions and is considered as evidence of the sales contract.
Validation and approval of the order are confirmed via email. The data recorded in the Supplier’s computer system are considered as evidence of all the transactions concluded with the Purchaser. No order under 300 euros will be approved, except under exceptional circumstances with the express approval of the Supplier.

2-2. Possible modifications requested by the Purchaser will be taken into account, within the limits of the Supplier’s possibilities and to their sole discretion, only if they are notified in writing within 48 hours after placing the order and after the Purchaser signs a specific purchase order form and potential price change.

2-3. In case of cancellation from the Purchaser after the order has been validated by the Supplier and 48 hours after it has been placed, for any reason save force majeure, a sum corresponding to 100% of the ex-tax total amount of Services will be acquired by the Supplier and charged to the Customer, as damages and interests, for any losses suffered in this regard.

2-4. The products are provided at the current rates by the Supplier the day of the order and, where necessary, in the specific business proposal sent to the Purchaser. These rates are firm and non-adjustable during their validity period, as indicated/mentioned by the Supplier. These rates are net and excluding tax, ex works and packaging is extra. They do not include transport, potential customs duties and insurances which remain the responsibility of the Purchaser. Specific rate conditions can be applied depending on the Purchaser’s special requests, in particular delivery times and terms or deadlines and conditions of payment. A specific commercial offer will then be sent by the Supplier to the Purchaser. 

ARTICLE 3 - CONDITIONS OF PAYMENT

Prices are payable upon receipt of the invoice.
The following payment methods can be used:
-credit card
-bank cheque
-wire transfer
Bank cheques must be issued by a bank domiciled in Metropolitan France or Monaco.
The cashing of the cheque will be done immediately.
Payments made by the Purchaser will be considered definitive after actual cashing of the sums due by the Supplier.
Non-payment will lead to the immediate payment of all dues to which interests as high as three times the legal interest rate plus 10 points will be applied, without prejudice of any other suit the Supplier may be entitled to file against the Purchaser.
If the conditions of payment are not respected, the Supplier also has the right to interrupt or cancel the delivery of ongoing orders from the Purchaser.
Finally, a fixed rate allowance for recovery costs amounting to 40 euros will be rightfully due, without prior notice to the Purchaser, in case of late payment. The Supplier has the right to ask the Purchaser for an additional compensation if the recovery costs were to be higher, upon production of supporting documents.

ARTICLE 4 - REBATES AND DISCOUNTS
The Purchaser can benefit from rebates and discounts at the Supplier’s prices, depending on the quantities acquired or delivered by the Supplier in one single purchase and specific location, or depending on the frequency of their orders.

ARTICLE 5 - DELIVERY
Products acquired by the Purchaser will be delivered within the deadline agreed on between them and the Supplier upon receipt of the corresponding purchase order form duly signed by the Supplier.
The Supplier will not be held responsible in case of delay or delivery cancellation attributable to the Purchaser or force majeure.
Delivery will be made at the address previously agreed on between the parties and Products will be directly given to the Purchaser.
In case of specific requests by the Purchaser regarding packaging or transport conditions of the ordered Products, duly accepted in writing by the Supplier, the related costs will be subjected to a specific complementary invoice.
The Purchaser has to carefully inspect the products upon delivery. In the absence of any reserves expressed by the Purchaser upon delivery, the delivered Products will be deemed in conformity both in terms of quantity and quality as ordered.
The Purchaser will have two days from delivery and receipt of the ordered products to report, in writing, such reserves to the Supplier.
No complaints can be legally accepted if those formalities are not respected by the Purchaser.
The Supplier will replace the delivered Products at their own cost and as quickly as possible for any lack in conformity duly proved by the Purchaser.

ARTICLE 6 - TRANSFER OF PROPERTY – TRANSFER OF RISKS
6-1. Transfer of property
Transfer of property of the Products, to the Purchaser’s benefit, will be effective only after full payment of the price, regardless of the delivery date of said Products.

6-2. Transfer of risks
Transfer of risks pertaining to the loss or damaging of the products to the Purchaser will be effective as soon as the said Products have been delivered and received, regardless of the transfer of property, order date or payment.

ARTICLE 7 - INTELLECTUAL PROPERTY / COPYRIGHT
The Supplier retains their entire intellectual and industrial property rights pertaining to the Products, photographs and technical documentation which cannot be communicated nor performed without their written consent.

ARTICLE 8 - DONNEES PERSONNELLES
Personal data collected among Purchasers are subjected to a computer process carried out by the Supplier. They are saved onto their Customer file and are essential to process orders. Such personal information and data are also kept for security purposes, to comply with legal and regulatory obligations. They are kept as long as necessary for the fulfillment of orders and possible applicable warranties. The Supplier is responsible for data processing. Access to personal data will be strictly limited to the employees in charge of order processing: they are trained to process them owing to their duties. Collected information could be communicated to third parties bound to the company by contract for subcontracted tasks, without the Purchaser’s permission being necessary. As part of the execution of their services, third parties only have limited access to data and are obligated to use them in accordance with the provisions of the applicable legislation in terms of personal data protection. Apart from the aforementioned situations, the Supplier shall abstain from selling, renting, trading or giving access to the data to third parties without the Purchaser’s consent, unless forced to for a legitimate reason.
If data are to be transferred outside of the EU, the Purchaser will be informed and guarantees to secure the data will be specified to them (for example, subscription of the external provider to the “Privacy Shield”, adoption of typical protection clauses validated by the CNIL – French supervisory authority, adoption of a Code of Conduct, getting a CNIL certification and so on).
In accordance with the applicable regulations, the Purchaser has the right to access, rectify, erase or block the data about them. They also have the right to oppose to the processing of their data in case of legitimate purpose, right that they can express by contacting the person in charge of processing at their postal address or using the email below :
contact.americancentral@american-way.fr
In case of complaints, the Purchaser can send a claim to the Commission Nationale de l’informatique et des Libertés (CNIL – French Supervisory Authority)

ARTICLE 9 - DEADLINES
Issues resulting from epidemics, endemic infections, pandemics and more particularly consequences from the COVID-19 pandemic are deemed a legitimate cause for suspending contractual deadlines and do not give any right to compensation in case of delivery delays.

ARTICLE 10 - DISPUTES
To find solutions together to any dispute likely to arise in the execution of this contract, the contracting parties agree to meet within three days of receiving a registered letter with acknowledgment of receipt, notified by one of the parties.
This procedure of amicable settlement of dispute is required before initiating legal action between the Parties. Any legal proceedings in violation with this clause will be deemed inadmissible.
However, if the Parties cannot come to an agreement, compromise or solution after 15 days, the dispute will then be submitted to the jurisdictional competence designated below.

ARTICLE 11 - ATTRIBUTION OF JURISDICTION
Any disputes likely to occur with these General Terms and Conditions and the ensuing agreements concerning their conclusion, validity, interpretation, execution, resolution, consequences and effects will be submitted to the competent jurisdictions of Dijon.

ARTICLE 12 - APPLICABLE LAW
These General Terms and Conditions and the operations that ensue are governed by French Law.

ARTICLE 13 - LANGUAGE
The General Terms and Conditions are typed in French. In case of translation in one or several languages, only the French version of the text would prevail in case of dispute. 

ARTICLE 14 - PURCHASER’S AGREEMENT
These General Terms and Conditions as well as any annexes are expressly agreed to and accepted by the Purchaser, who declares and acknowledges they have been perfectly informed and thus waives any contradictory document and especially, their own general purchase conditions.

AMERICAN CENTRAL SARL capitalized 1 000 € Headquarters : 10, rue Marguerite Yourcenar - 21000 DIJON R.C.S. : DIJON 802 885 699