Oria Agriculture SAS - Terms and Conditions of Sale

1         Applicability of the Terms and Conditions

1.1 These General Terms and Conditions of Sale shall apply to all sales of goods, materials, equipment, rentals or services (hereafter the “Good (s)” made by Oria Agriculture SAS (hereafter referred to as “ORIA”), as well as to all contracts concluded by ORIA with its client (hereafter referred as the “Client”).

1.2 By placing an order with ORIA, the client acknowledges having accepted these general terms and conditions of sale.

1.3      Client’s terms and conditions shall not be binding upon ORIA except where they have been expressly accepted by ORIA in writing.

1.4 The Client, as a professional specialist in its field, acknowledges that he has selected the Goods, under its sole responsibility, in consideration of its intended use. It is responsible for making all necessary checks and asking ORIA all the information necessary for this purpose and execute the contract.

2         Orders

2.1      Any estimate provided by ORIA are for information purposes only and do not constitute an order, even if accepted by the Client.

2.2      If the Client places an order without any prior offer from ORIA, the order shall be open to confirmation by ORIA for two working weeks in order to enable ORIA to decide whether it can carry out the order. Confirmation by ORIA within two working weeks of the order being placed shall result in an agreement and the execution of a contract (hereinafter the “Contract”).

2.3      Prices quoted in ORIA’s offers shall be exclusive of VAT and import/ export duties.

2.4      ORIA may increase prices if such is required by any changes in the law, increased cost price factors or any changes in exchange rates occurring after the conclusion of the Contract. The Client agrees to bear such price increases up to a limit of 10%. If the price increase exceeds 10% and if the Client does not accept it, ORIA may terminate the contract without compensation. ORIA will provide the Client, upon request, with justifications for this price increase.

2.5      Oral commitments shall not be binding unless and until they are confirmed by ORIA in writing.

3         Delivery

3.1      Subject to any agreement to the contrary, delivery shall be Ex Works (Incoterms 2022) St. Didier sur Chalaronne, France and shall be exclusive of import/export duties.

Goods always travel at the risks of the Client, without any liability on ORIA. Upon receipt of the Goods, the Client is responsible to perform all the checks as to the condition, quality and conformity of the Goods and to make all reservations on the delivery documents. The Client shall initiate any appropriate action against the carrier within three days of receipt (article L.133-3 of the French Commercial Code) and inform ORIA within the same timeframe in writing by registered letter with acknowledgment of receipt, with all the necessary justifying documentation (lot number, photographs etc….).

The Client shall be under a duty to take delivery of the purchased Goods at the time they are made available in accordance with Contract.

3.2      If the Client refuses to take delivery or fails to issue information or instructions necessary for delivery, the Goods shall be stored at the Client’s risk. In that case, the Client shall be liable to pay all additional costs and in any case including storage costs. In such a situation, any deposits paid to ORIA will be retained by it, as a penalty, without prejudice to ORIA's right to claim damages.

4         Delivery time

4.1      Deliveries are made according to availability. In any event, a delivery can only be made if the Client is completely up to date with regard to his obligations to ORIA.

Subject to any express agreement to the contrary, agreed upon delivery dates shall not be time of the essence. Thus, in the event of a delay in delivery by ORIA compared to the dates agreed in the Contract, the Client shall send a written notice to ORIA. Upon receipt of this notice, ORIA will have an additional period of 45 days to fulfill its obligations.

4.2      Any delay in delivery shall not entitle the Client to claim damages and overdue orders do not give a right to compensation, deductions, penalties of any kind, or cancellation of orders that are in progress.

5         Partial delivery

5.1      ORIA shall be permitted to deliver orders in parts. If the order is delivered in parts, ORIA shall be allowed to send separate invoices for each partial delivery.

6         Packaging

6.1      Subject to any agreement to the contrary, and insofar as applicable, prices quoted shall include the usual packaging of the Goods. Prices shall not include deposits on returnable packaging. Packaging shall not be taken back, except for returnable packaging, or if ORIA is under a statutory duty to take back packaging.

6.2      Returnable packaging must be returned in good repair, with due observance of ORIA’s instructions and within the time period stated. If returnable packaging is not returned within this time period and/or is returned in a poor condition and/or uncleaned, the cost of replacing, repairing and/or cleaning the packaging shall be invoiced to the Client.

7         Samples, models and examples

If ORIA shows or issues a model, sample, drawing, example, etc., such has been done by way of illustration. The features and properties of the Goods delivered may deviate from the sample, model, drawing, example, etc., except where an express statement is made that delivery shall conform to the issued or shown model, sample, drawing, example, etc.

8         Dissolution and suspension

8.1      ORIA shall at least be authorised to suspend (any further) performance of the agreement, or proceed to dissolve the agreement, without prejudice to its right to claim replacement or additional damages, if any of the following events occur:

• the Client is granted a moratorium or is declared bankrupt;

• the Client fails to perform any of its obligations vis-à-vis ORIA; or

• ORIA has reasonable grounds to fear that the Client is or will be unable to perform its obligations under the agreement and fails to provide adequate security for the performance of its obligations.

8.2      If any of the events occurs as described in Article 8.1, ORIA shall be authorised to determine that all sums owing from the Client shall be immediately due and payable.

8.3      If any unforeseen circumstances occur, for example in relation to persons and/or the process and/or materials customarily used by ORIA in performing the Contract or an order, which effectively render such performance impossible or are so onerous and/or disproportionately costly that ORIA cannot reasonably be expected to perform the Contract, ORIA shall be authorised to dissolve the Contract upon prior written registered notification, without having to pay any damages.

8.4      The Client shall not be permitted to assign its rights under the Contract to any third party without ORIA’s prior written consent.

9         Retention of title

9.1      ORIA shall retain title to all Goods delivered or to be delivered to the Client until the purchase price of all such Goods has been paid in full. If, within the framework of the sale agreement, ORIA also carries out work for the Client, ORIA’s retention of title shall continue to apply until the Client has fully satisfied its obligations in this respect. Likewise, ORIA’s retention of title shall apply to any claims which ORIA may have against the Client as a result of the Client’s failure to properly perform any of the above-mentioned agreements.

9.2      So long as title of the delivered Goods has not passed to the Client, the Client may not pledge the Goods or grant a third party any other right in the Goods. However, the Client shall be permitted to sell and deliver the Goods title which has been retained to a third party within the context of its normal business operations. The Client shall be obliged to impose upon its customers a retention of title clause conform to the one contained in this Section.

In the event of resale of the Goods by the Client, ORIA' s right shall apply to the price of these Goods received by the Client.

9.3      The Client shall have an obligation to take due care of the Goods delivered subject to retention of title and preserve them as identifiable property of ORIA. The provisions of this clause do not prevent delivery of Goods thereby transferring to the Client the risks of loss and or deterioration of the Goods which are subject to the retention of title as well as any damage that may be incurred. The Client shall also be obliged to insure the Goods in particulary against fire and water damage and theft, and submit the insurance policies for inspection to ORIA at the latter’s first request. Any claims which the Client may have under these insurance policies shall be pledged to ORIA at the latter’s first request as security for ORIA’s claims against the Client.

9.4      If the Client fails to properly perform its payment obligations to ORIA, ORIA shall be authorised to take back the Goods which were delivered subject to retention of title.

If the Goods delivered by ORIA are already fitted into property belonging to the Client, the Client shall detach the sold Goods at ORIA’s first request and make them available to ORIA, without prejudice to ORIA’s right to detach such Goods itself.  The Client shall fully co-operate if ORIA wishes to take back the Goods.

10       Intellectual and industrial property rights

10.1    The Client shall refrain from infringing any copyrights, designs, marks or other intellectual property rights in the sold Goods.

10.2    Infringement of any of these rights shall render the Client liable to pay a fine for each violation, on the understanding that every infringing product shall be considered one violation. This fine shall not preclude ORIA from asserting its other rights, including its right to claim full compensation by damages if the damage and/or losses caused by the infringement exceed the amount of the fine, or its right to demand that the infringement be ceased.

11       Defects - Filing of complaints

11.1    Upon – or as soon as possible after – delivery of the Goods, the Client shall be obliged to inspect them, or cause them to be inspected. The Client shall have to check whether the delivered Goods are in conformity with the agreement, i.e.:

• whether the correct Goods have been delivered;

• whether the number of Goods delivered corresponds with the agreed upon quantity;

• whether the Goods delivered meet the agreed upon quality standard or – if no such standard is agreed – whether they meet the requirements which may be set for normal use and/or trading purposes.

11.2    If any visible defects or shortcomings are found, the Client must state precisely these defects on the delivery note any reservations that must be confirmed in writing and with proof following the provision of Section 3.1 above.

11.3    Latent defects must be notified by the Client in writing by registered letter within three (3) workdays of their discovery, but in any case, within 365 days of the delivery of Goods.

11.4    The timely filing of a complaint shall not release the Client from its obligations to pay and take delivery of the orders placed.

11.5    Goods may not be returned without ORIA’s prior written consent. The costs and risks of return will always be borne by the Client and an amount of 20% of the restocking fees will be charge to the Client.  

12       Payment

12.1    Subject to any agreement to the contrary, payment must be made within 30 days of the invoice date.  Once 30 days have elapsed since the invoice date, the Client shall be in default and liable to pay interest penalty, calculated and charged monthly from the term date until complete payment has been made according to an annual interest rate three times the legal interest rate.  

In the case of an overdue payment ORIA may suspend the Contract or any order in progress without prejudice to all other possible actions. In addition, any late payment will give rise to a fixed indemnity for recovery costs of 40 €, should ORIA so decide and should the recovery costs be higher than this fixed indemnity, to an additional charge for recovery.

No discount will be granted for immediate payment.

12.2    If the Client is liquidated, declared bankrupt or granted a moratorium, its obligations shall become due and payable.

12.3    Payment must be made without applying any discount or setoff, except where ORIA has issued a credit note.

12.4    Payments by the Client shall be deemed to satisfy all due interest and costs and, subsequently, the longest outstanding invoices, even if the Client states that the payment should apply to a later invoice.

13       Liability

13.1    If any Good delivered by ORIA is not in conformity with the Contract, and the Client has timely filed a complaint in accordance with Article 11 of these general terms and conditions, ORIA may proceed, at its discretion, either with the reimbursement of the defaulting Good, or their repair or replacement, except where ORIA cannot be held liable for the improper performance (force majeure for example).  ORIA may instead of repairing or replacing the Goods, refund the purchase price paid. ORIA's liability is limited to the amount of the price of the defaulting Good.

As a professional specialist in its field, the Client shall comply with all the precautions in the use of the Good, in addition to the instructions or specifications which may be provided by ORIA or the manufacturer of the Goods.

The Client acknowledges, as a professional specialist in its field, being fully aware of the risks inherent in the use of the Goods, and having the necessary skills and resources to prevent and assume these risks and waives all claims against ORIA.

The Client must ensure that its premises and equipment are suitable for the use of the Goods.

ORIA expressly disclaims any liability for:

- The conditions of use of the Goods,

- The performance of the Goods or other specifications not provided by contract,

- Normal wear and tear of the Goods,

- The consequences of neglect, misuse or mishandling of the Goods.

ORIA is not responsible for total or partial breach of its obligations, upon the occurrence of an event that impede the performance of its obligations or makes this performance particularly difficult or costly, especially the occurrence of one of the following events: civil or foreign war, insurrection, riot, acts of terrorism, natural disasters, embargoes, blockades, all measures taken by the French or foreign authorities, disruption of supplies, delays due to carrier, strike, lockout, the occupation of factories, social unrest.

13.2    Liability for any consequential damages, including loss of profit and damage and/or losses caused by any delay and/or delayed delivery, shall be expressly excluded.

13.3    Limitation of ORIA’s liability set out in the previous paragraphs shall not apply if the damage and/or loss is the result of any intentional act or omission or gross negligence on ORIA’s part or on the part of any of its executive employees.

13.4    ORIA shall not accept any liability for improper performance which cannot be attributed to the company (such as force majeure).

13.5    Entitlement to damages and/or repair of the Goods and/or replacement of the Goods and/or supply of missing components shall lapse if:

(a) no timely complaint is made by the Client regarding the timeframes defined by the present general terms and conditions, or

(b) 1 year after the delivery of the defaulting Good, except where a deviating time period is agreed in writing, e.g. under a warranty agreement.

14       Force majeure

14.1    No party shall be considered to have failed in its obligations if the performance thereof is interrupted or delayed, in whole or in part, by a force majeure event as defined under French law.

The parties further agree that force majeure shall in any case include the following events:

• serious accidents, pandemia or any unpredictable serious event;

• strikes;

• a general shortage of necessary raw materials or any other Goods or services needed to perform the agreed upon obligations;

• unforeseeable stagnation of the business of any supplier or other third party on whom ORIA is dependent, and general transport problems.

14.2    ORIA shall also have the right to invoke force majeure if the circumstance preventing (further) performance arises after ORIA should have performed its obligations.

14.3    If, when the situation of force majeure arises, ORIA has already satisfied part of its obligations, or is able to satisfy only part of its obligations, ORIA shall be entitled to separately invoice the Goods which it has delivered or which are capable of being delivered. The Client shall be obliged to pay this invoice as if it concerned a separate contract, except where the Goods so delivered or capable of being delivered have no independent value.

14.4     All cases of force majeure must be notified in witting by the affected party along with proof addressed as soon as possible to the Client. If the event is temporary the obligations of the parties to this contract will be suspended. If the event lasts for more than 6 months the obligations of the parties may be terminated by one or other of the parties in writing without incurring damages or interests.

15       Settlement of disputes

15.1    Any disputes between ORIA and the Client arising from the validity, execution or interpretation of their obligations shall be submitted exclusively to the competent court of ORIA’s registered office, even in the case of a summary procedure or if several parties are involved.

15.2    Notwithstanding Article 16.1, ORIA shall have the right to summon the Client to appear before any other court of law which is conferred competent authority by law or under the applicable international treaty.

16       Governing law

Any agreement entered into between ORIA and the Client shall be governed by French law.

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