Terms of Sale

1. Scope and Enforceability

These General Terms and Conditions of Sale (hereinafter the “Terms”) govern all contractual relations between CFStream, a company registered with the Perpignan Trade and Companies Register under number B 913 037 529, intra-Community VAT number FR21913037529, with a share capital of €40,000.00 and its registered office at 5, rue Joseph Marsal N°103B 66000 Perpignan – France (hereinafter “CFStream”, the “Seller”, “we”, “our” or “us”), and any natural or legal person acting as a professional customer (hereinafter the “Customer”, the “Buyer”, “you” or “your”).

Any acceptance of an order by the Seller entails the full and unreserved acceptance of these Terms, to the exclusion of any other document, in particular the Buyer's general terms of purchase, unless expressly agreed in writing by the Seller.

In matters of international trade, these Terms are supplemented and, where applicable, overridden by the Incoterms® 2020 rules, which apply in the event of any conflict.

2. Formation of the Contract

Any offer issued by the Seller remains valid for the period specified therein or, failing that, for seven (7) calendar days.

The contract is deemed to be formed on the date of the Seller's written confirmation of the order, said confirmation definitively setting out the terms and reciprocal obligations of the parties.

Any modification or cancellation of an order by the Buyer requires the Seller's prior written consent. In the event of an unauthorised cancellation, cancellation fees may be invoiced.

3. Prices and Payment Terms

3.1 Prices

Unless otherwise stipulated, the prices stated in quotations, purchase orders or invoices are firm and final. They are expressed in euros (EUR), exclusive of taxes, customs duties, bank charges or other applicable charges, unless expressly stated otherwise.

3.2 Taxes and Duties

Unless otherwise stipulated, prices include the costs of performing the order corresponding to the agreed Incoterm®. Customs duties, import taxes and other charges specific to the country of destination remain the sole responsibility of the Buyer.

3.3 Payment Terms

Invoices are payable in advance upon receipt of the pro forma invoice or, failing that, within the time limits stated on the invoice. Any late payment automatically gives rise to late-payment interest equal to three (3) times the legal interest rate in force, as well as a fixed indemnity for recovery costs of forty euros (€40) (Articles L441-10 and D441-5 of the French Commercial Code), without prejudice to additional compensation upon proof.

4. Deliveries

4.1 Lead Times

Delivery lead times are given for information only and do not constitute a firm commitment, unless otherwise agreed in writing. The Seller cannot be held liable for delays attributable to external causes such as strikes, pandemics, adverse weather or any event of force majeure.

4.2 Transfer of Risk

The transfer of risk is governed by the Incoterm® stated in the order. Failing such indication, it takes place upon handover of the goods to the carrier designated by the Buyer or, if transport is organised by the Seller, upon delivery to the final address provided by the Customer.

4.3 Receipt

The Buyer undertakes to inspect the goods upon receipt and to notify any non-conformity or damage within forty-eight (48) hours for food products and three (3) business days for non-food products. After this period, no claim will be admissible.

5. Conformity and Warranties

5.1 Warranty of Conformity

The Seller warrants that the products:

• Comply with the contractual specifications;
• Comply with the standards and regulations applicable in the countries of production and delivery;
• Are free from apparent or hidden defects under normal conditions of use.

6. Exports and Export Controls

The Buyer undertakes to comply strictly with all applicable export regulations. The Seller accepts no liability in the event of seizure or detention of the goods resulting from the Buyer's failure to meet its customs or regulatory obligations.

7. Force Majeure

Neither party may be held liable for a failure to perform its contractual obligations in the event of force majeure as defined by Article 1218 of the French Code civil or by international standards (strikes, natural disasters, armed conflicts, pandemics, embargoes, etc.).

Force majeure suspends the performance of obligations for the entire duration of the event.

8. Intellectual Property

All drawings, designs, technical documents and intellectual property rights transmitted by the Seller remain its exclusive property, unless otherwise agreed in writing. Any reproduction or dissemination, in whole or in part, without prior authorisation is strictly prohibited.

9. Confidentiality

The parties undertake to keep strictly confidential all information exchanged in the course of performing the contract. This confidentiality obligation remains in force for a period of five (5) years from the end of the contract.

10. Governing Law and Dispute Resolution

These Terms are governed by French law, to the exclusion of any other law. Any dispute falls within the exclusive jurisdiction of the courts within the jurisdiction of Perpignan, unless otherwise stipulated or unless the parties agree to resort to arbitration.