These General Terms and Conditions of Sale shall apply to all sales of goods, materials, equipment, rentals or services made by Oria Agriculture sas, hereafter referred to as ORIA, as well as to all contracts concluded by ORIA with another party.
Any departure from these general terms and conditions shall require the parties’ express written agreement.
Another party’s terms and conditions shall not be binding upon ORIA except where they have been expressly accepted by ORIA in writing.
Orders
Any offer made by ORIA shall be made free of any obligation and shall not bind ORIA until the other party’s acceptance of the offer has been confirmed by ORIA in writing. Confirmation as referred to in this Article 2.1 may take two working weeks.
If the other party 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.
Prices quoted in ORIA’s offers shall be exclusive of VAT and import duties.
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 agreement.
Oral commitments shall not be binding unless and until they are confirmed by ORIA in writing.
Delivery
Subject to any agreement to the contrary, delivery shall be Ex Works Saint-Etienne-sur-Chalaronne, France and shall be exclusive of import duties unless otherwise stated.
The other party shall be under a duty to take delivery of the purchased goods either at the moment they are delivered to the other party or at the time they are made available to it in accordance with the agreement.
If the other party refuses to take delivery or fails to issue information or instructions necessary for delivery, the goods shall be stored at the other party’s risk. In that case, the other party shall be liable to pay all additional costs, in any case including storage costs.
Delivery time
Deliveries are made according to availability. In any event, a delivery can only be made if the Customer 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, the other party shall need to send ORIA written notice of default in case of late delivery, allowing ORIA a reasonable period of at least 45 days to perform its obligations.
Any delay in delivery shall not entitle the other party 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.
Partial delivery
ORIA shall be permitted to deliver orders in parts unless the partial delivery has no independent value.
If the order is delivered in parts, ORIA shall be allowed to send separate invoices for each partial delivery.
Packaging
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.
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.
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.
Dissolution and suspension
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:
an attachment is levied on any of the other party’s property, or the other party is granted a moratorium or is declared bankrupt;
the other party fails to perform any of its obligations vis-à-vis ORIA; or
ORIA has good grounds to fear that the other party is or will be unable to perform its obligations under the agreement and, in ORIA’s reasonable opinion, fails to provide adequate security for the performance of its obligations.
If any of the events occurs as described in Article 8.1, ORIA shall be authorised to determine that all sums owing from the other party shall be immediately due and payable.
If any unforeseen circumstances occur, for example in relation to persons and/or materials (customarily) used by ORIA in performing the agreement, which effectively render such performance impossible or are so onerous and/or disproportionately costly that ORIA cannot reasonably be expected to perform the agreement, ORIA shall be authorised to dissolve the agreement, without having to pay any damages.
The other party shall not be permitted to assign its rights under the agreement to any third party without ORIA’s prior written consent.
Retention of title
ORIA shall retain title to all goods delivered or to be delivered to the other party until the purchase price of all such goods has been paid in full. If, within the framework of the sales agreements, ORIA also carries out work for the other party, ORIA’s retention of title shall continue to apply until the other party 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 other party as a result of the other party’s failure to properly perform any of the above-mentioned agreements.
So long as title of the delivered goods has not passed to the other party, the other party may not pledge the goods or grant a third party any other right in the goods. However, the other party 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. If the goods are sold on credit, the other party shall be obliged to impose upon its customers a retention of title clause conform to the one contained in this Section.
The other party 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 other party 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 other party shall also be obliged to insure the goods 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 other party 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 other party.
If the other party fails to properly perform its payment obligations to ORIA, or if ORIA has good grounds to fear that the other party shall fail to satisfy those obligations, 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 other party, the other party 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 other party shall fully co-operate if ORIA wishes to take back the goods.
Intellectual and industrial property rights
The other party shall refrain from infringing any copyrights, designs, marks or other intellectual property rights in the sold goods.
Infringement of any of these rights shall render the other party 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.
Defects; filing of complaints
Upon – or as soon as possible after – delivery of the goods, the other party shall be obliged to inspect them, or cause them to be inspected. The other party 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.
If any visible defects or shortcomings are found, the other party must state precisely on the delivery note any reservations that must be confirmed to the transporter within three (3) working days.
All claims must be notified to ORIA in writing within seven (7) workdays of the delivery, with proof and with all the necessary justifying documentation (lot number, photographs etc.) in order to be considered valid.
Latent defects must be notified by the other party in writing within three (3) workdays of their discovery, but in any case within 365 days of their delivery.
The timely filing of a complaint shall not release the other party from its obligations to pay and take delivery of the orders placed.
Goods may not be returned without ORIA’s prior written consent. The costs and risks of return will always be borne by the other party.
Payment
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 other party 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 all orders 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.
If the other party is liquidated, declared bankrupt or granted a moratorium, its obligations shall become due and payable.
Payment must be made without applying any discount or setoff, except where ORIA has issued a credit note.
Payments by the other party shall be deemed to satisfy all due interest and costs and, subsequently, the longest outstanding invoices, even if the other party states that the payment should apply to a later invoice.
Warranty
In the event that any defects in materials or assembly of the goods appears within 1 year of the date of purchase by the other party unless otherwise specified, ORIA shall (at its option) either replace or repair the goods or refund the purchase price of such goods. ORIA reserves the right to request satisfactory proof of the date of such purchase.
Liability
ORIA shall not accept liability for any damage and/or losses caused by its failure to properly perform its obligations, or ensuing from any wrongful act.
If any good delivered by ORIA is not in conformity with the agreement, and the other party has timely filed a complaint in accordance with Article 10 of these general terms and conditions, the other party shall be entitled to replacement or repair of the good, except where ORIA cannot be held liable for the improper performance (force majeure). ORIA may instead of repairing or replacing the goods, refund the purchase price paid.
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.
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.
ORIA shall not accept any liability for improper performance which cannot be attributed to the company (force majeure).
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, or (b) 1 year after the delivery, except where a deviating time period is agreed in writing, e.g. under a warranty agreement.
Force majeure
The other party and ORIA specifically agree that a case of Force majeure will occur when any circumstance or event takes place preventing performance of the agreement which cannot be attributed or which is beyond reasonable control to the parties.
Force majeure shall (as far as these circumstances render performance impossible or unreasonably difficult) in any case include:
serious accidents, pandemia or any unpredictable serious event ;
strikes at companies other than ORIA, outlaw strikes or political strikes at ORIA’s business affecting the ability of the parties to act ;
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.
ORIA shall also have the right to invoke force majeure if the circumstance preventing (further) performance arises after ORIA should have performed its obligations.
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 other party 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.
All cases of force majeure must be notified in witting by the affected party along with proof addressed as soon as possible to the other party. 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.
Settlement of disputes
Any disputes between ORIA and the other party arising from the validity, execution or interpretation of their obligations shall be submitted exclusively to Commercial Court in Bourg-en-Bresse, even in the case of a summary procedure or if several parties are involved.
Notwithstanding Article 16.1, ORIA shall have the right to summon the other party to appear before any other court of law which is conferred competent authority by law or under the applicable international treaty.
Governing lawsome text
Any agreement entered into between ORIA and any other party shall be governed by French law.
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