Terms & Conditions

of sale

Preamble

These Terms and Conditions determine the conditions for the marketing of its products by ENTOMO FARM, SAS with a capital of € 1,638, registered under the number SIREN 801 623 158, whose registered office is 248 avenue de l’Epinette 33500 Libourne – FRANCE, represented by Mr. Grégory LOUIS in his capacity as Chairman (hereinafter « ENTOMO FARM »).
In the event that special conditions are reached, they will apply to this sale subject to being formalized in writing and signed by both parties. In case of contradiction, the special conditions prevail over the contradictory terms of the general conditions.

 

ENTOMO FARM can not be bound by any other document of any kind whatsoever emanating from the CUSTOMER or any third party that he has not countersigned.

 

By purchasing an ENTOMO FARM product, the CLIENT agrees to be bound by the terms of this agreement.

Article 1. Order

1.1. For each order, ENTOMO FARM sends to the CUSTOMER a quote in the form of draft order form (hereinafter the « Order form ») including the following information:

– description of the product (s) of the order;

– proposed quantity;

– the unit price ;

– the total price ;

– the applicable VAT rate;

– the date of validity;

– the deadline for payment;

– the date on which products are first made available.

 

All orders will only be processed upon receipt of the unmodified order form, signed by the CLIENT and stamped and marked « read and approved ».

 

1.2. ENTOMO FARM makes every effort to provide the products listed in the Purchase Order validated by the CLIENT, provided that such validation takes place during the validity period of its proposal.

 

However, events occurring between the issuance of the Quotation and its validation by the CUSTOMER may prevent ENTOMO FARM from supplying all or part of these Products or modifying the conditions of their delivery (such as deadlines, prices, etc.).

 

In such circumstances, ENTOMO FARM will contact the CLIENT to propose new delivery conditions. In case of refusal, the order will be automatically canceled and ENTOMO FARM will reimburse the CUSTOMER of any sum paid in respect of this order within 30 working days following the refusal expressed by the CLIENT.

 

This reimbursement constitutes the only obligation and responsibility of ENTOMO FARM with respect to the CLIENT.

Article 2. Purchase & delivery

2.1. Deliveries are made EXW from the place of manufacture stipulated on the Purchase Order.

 

2.2. Once the products are ready to be removed, ENTOMO FARM sends to the CUSTOMER an email confirming the date of availability of the products as well as the days and hours during which the withdrawal can be made.

 

This email is accompanied by the delivery note which will be delivered by ENTOMO FARM to the CLIENT and / or its representative. This document contains the order number and quantities of products delivered.

 

2.3 The Products are kept at the CUSTOMER’s disposal for a period of 30 days from the date of notification by email of the availability (hereinafter « Delivery Period »).

 

2.4. The CUSTOMER agrees to inform ENTOMO FARM of the date and time at which it intends to (withdraw) products at least 48 hours in advance.

 

2.5. ENTOMO FARM makes every effort to ensure that its orders are ready within the time limits stipulated in the Order Form. These deadlines are, however, estimated and do not constitute firm commitments.

 

Notwithstanding the foregoing, in the event of a delay of delivery greater than 45 days in relation to the end of the Delivery Period, the CLIENT will be entitled to cancel his order. ENTOMO FARM will then be obliged to reimburse the CUSTOMER the sums paid in respect of this order within 5 working days following the confirmation of this cancellation in writing expressed by the CUSTOMER, it being specified that the CLIENT will not be able to solicit any compensation whatsoever .

Article 3. Ownership transfer

Unless otherwise specified in the Order Form:

 

– ENTOMO FARM retains ownership of the products until full payment of the sums due in respect of the order concerned. Accordingly, the CUSTOMER agrees to:

– keep the products under the optimum conditions described by ENTOMO FARM in order to ensure their integrity and quality until their complete payment;

– identify by marking the ENTOMO FARM retention of title on the products concerned;

– the risks relating to the products are transferred to the CUSTOMER from the shortest of the following two dates:

– possession of the products by the CLIENT’s representative at the premises of ENTOMO FARM;

– the end of the Delivery Period.

Article 4. Price - Payment

4.1. The price of the products ordered is stipulated in the Order form in euros, excluding taxes and TTC, excluding transport costs.

 

4.2. Except as otherwise specified in the Purchase Order, the prices quoted are established excluding all charges, taxes and charges of any kind (procedural fees, etc.) including customs clearance on export and import, client.

 

4.3. The amount shown on the order form is payable exclusively in euros:

 

– 30% of the total amount of VAT included in the order form on the day of its validation, this payment constituting an advance payment;

– the balance within 15 days of the shorter of the following dates:

– the possession of the Products by the CLIENT’s representative at the premises of ENTOMO FARM;

– the end of the Delivery Period.

 

4.4. Any delay in payment shall give rise to the application of default interest at the rate of interest applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points, it being specified that the rate applied by the Bank For the first half of the year, the selected European Central will be the rate in force on 1 January of the year concerned and for the second half of the year in force on 1 July of the year concerned.

 

The sums owed by the CUSTOMER bear interest until full payment.

 

Any delay in payment at maturity also entails, as of right, the invoice by late payment of an indemnity for recovery costs, which may not be less than 40 euros before tax. ENTOMO FARM reserves the right to demand an additional indemnity in the event that the actual collection costs are higher, on presentation of the corresponding supporting documents.

 

Late payment penalties and collection allowances are payable without recall.

 

It is specified that the non-application of late payment interest and / or recovery costs over a given period can not be interpreted as a waiver by ENTOMO FARM of the benefit of this clause both as regards late delays in payment and, retroactively, On the delays previously observed

Article 5. Product use

5.1. The CUSTOMER is informed that the ENTOMO FARM production center is currently being approved by the French health authorities.

 

5.2. The CUSTOMER declares to be fully informed of the legal regime relating to the production, marketing, use and consumption of insect meals and oils and undertakes to comply strictly with this regulation.

 

Where appropriate, the CUSTOMER is invited to refer to the information note dated 16 February 2016 of the Ministry of Agriculture, Agri-Food and Forest identified under reference DGAL / SDSPA / 2016-128, references As well as to any legal and / or regulatory provisions that would replace them.

 

In particular, it is recalled that the current regulations do not permit the feeding of animals for human consumption by means of insect meal.

 

5.3. In the event that the CUSTOMER wishes to export the acquired products, the CUSTOMER undertakes to ensure that such export does not violate any legal provisions of both exporting and importing countries in view of the proposed operations.

 

In general, the CLIENT guarantees ENTOMO FARM against any recourse of any third party which would result from an unauthorized exploitation of the Products ordered.

 

5.4. The CUSTOMER also undertakes to comply with the instructions for use mentioned on the delivery note.

Article 6. Warranty

ENTOMO FARM warrants that the Products it markets comply with the specifications described in the Purchase Order.

 

No other guarantee is provided, in particular regarding the performance and suitability of these products for a particular purpose.

Article 7. Limitation of liability

7.1. Each party shall be liable for any breaches of the other party in connection with performance of the services covered by the Purchase Orders for direct damages only and certain damages exclusively attributable to its default or to any eventual default Subcontractor, to the exclusion of any other indemnity. In particular, compensation for any damage resulting from loss of turnover or profits, loss of contracts and the realization of any risks of which ENTOMO FARM has not been previously informed in writing, are excluded.

 

7.2. The total amount of the damages paid in the execution of these presents can not exceed, for all causes, a sum equivalent to those actually received by the SERVICE PROVIDER in respect of the order concerned by the impugning of his responsibility.

 

In the event that this contract covers several orders, the parties agree to limit the liability of ENTOMO FARM, for all causes, to the sums paid to it by the CUSTOMER during the three months preceding the event leading to the implementation Responsibility.

 

7.3. Any action having the object or effect of calling into question the liability of ENTOMO FARM for any fault in connection with the conclusion, interpretation, execution, non-performance and / or termination of the services provided In the context of each Purchase Order contracted by the CLIENT, will no longer be validly committed more than 12 months after the date of making available the products concerned.

Article 8. Cession

Neither party may assign this Agreement or any related order without the prior written consent of the other party.

ENTOMO FARM reserves the right, however, to freely transfer all or part of its obligations to any company controlling it, controlled by it or placed under common control, within the meaning of Article L 233-3 of the Commercial Code.

Article 9. Force majeure

Except for the obligation to pay the amounts due at maturity, no party shall be held liable for any breach of its contractual obligations resulting from unforeseeable or out-of-control circumstances, irresistible and external as defined by the competent jurisdictions.
In such a case, the performance of the obligations affected by this event will be suspended for the duration of the event. In the event that the event lasts for more than two (2) months, ENTOMO FARM may terminate this contract immediately without compensation on either side.

Article 10. Finale clauses

10.1. The parties expressly refrain from soliciting, for the purpose of hiring, or hiring directly or indirectly, any person, whether employed or not, acting on behalf or under the authority of the other party (including temporary workers , Persons holding a contract of employment of fixed or indeterminate duration, personnel placed at the disposal of each party), unless expressly agreed in advance by the other party.

 

This prohibition shall be valid even when the said employee is at the initiative of the solicitation.

 

This prohibition applies for the duration of this contract and for the two (2) years following its termination for any reason whatsoever.

 

In the event of a breach of this clause, the defaulting party undertakes to pay to the other party as lump-sum and final indemnity as the case may be:

 

An amount equivalent to twelve times the last gross monthly remuneration paid to the employee concerned, plus the employers’ social security contributions,

An amount corresponding to 12 times the amount due or actually paid to the temporary agency for the remedy for a period of one month to the interim in question.

 

10.2. Each of the parties is legally and financially independent of the other and acts on its behalf and under its sole responsibility.

Nothing herein shall be construed as an association between the parties, each party being free to organize its business as it sees fit, subject to the provisions of this contract.

Neither party shall in any case be considered the representative of the other party nor shall it act for and on behalf of the other party without its prior written consent.

In addition, each party remains solely responsible for its acts, claims, commitments, services, products, materials and personnel.

 

In addition, each party remains solely responsible for its acts, claims, commitments, services, products, materials and personnel.

 

10.3. Should any of the provisions of this contract be canceled in whole or in part, the validity of the remaining provisions of the contract shall not be affected. The Parties shall make best efforts to negotiate and implement a provision having equivalent effect.

 

10.4 The fact that one of the parties does not at any time avail himself of any of the provisions of this Agreement shall not be interpreted as a waiver of the right to assert that provision at a later time.

 

10.5. The stipulations hereof may not be modified and / or supplemented, amended only by the Order Forms issued by ENTOMO FARM and validated by the CLIENT or by an endorsement.

Article 11. Governing law and jurisdiction

This agreement is subject to French law.

Any dispute concerning its conclusion, interpretation, execution and / or termination / resolution shall be submitted to the competent courts of Bordeaux, notwithstanding any plurality of defendants, warrants or proceedings for interim relief or urgency.