1. Applicability and Scope of Application

These General Terms and Conditions of Sale (hereinafter referred to as the « Conditions ») govern all contractual relationships between CFStream, a company registered with the Perpignan Trade and Companies Register under number B 913 749 446, VAT number FR26913749446, with its registered office located at 10, rue du Capcir, 66280 Saleilles, France (hereinafter referred to as « CFStream, » « Seller, » « we, » « our, » or « us »), and any legal or natural person acting as a professional client (hereinafter referred to as the « Client, » « Buyer, » « you, » or « your »).
Acceptance of any Order by the Seller implies unconditional adherence to these Conditions. The provisions of these Conditions shall prevail over any other document, including the Buyer’s general terms of purchase, unless expressly agreed otherwise in writing by the Seller.
In the case of international trade, these Conditions are subject to the rules established by the Incoterms® 2020, which shall supplement or prevail, as applicable, over any conflicting provisions contained in these Conditions.

2. Formation of the Contract

Any offer issued by the Seller shall remain valid for the period specified in said offer or, in the absence of such specification, for seven (7) calendar days. The contract shall be deemed formed upon written confirmation of the Order by the Seller. This confirmation sets the definitive terms and mutual obligations of the parties.
Any modifications or cancellations of an Order by the Buyer must receive prior written consent from the Seller. In the case of unapproved cancellations, cancellation fees may be charged.

3. Pricing and Payment Terms

3.1 Pricing
The prices indicated in quotes, purchase orders, or invoices are fixed and final unless otherwise stipulated or subject to price revision explicitly provided for in the contract. Prices are quoted in euros (EUR), excluding taxes, customs duties, banking fees, or other applicable charges unless stated otherwise.
3.2 Taxes and Duties
Unless otherwise provided, the Seller includes all costs related to the execution of the Order in the quoted prices. However, customs duties, import taxes, and other charges specific to the country of destination shall remain the Buyer’s responsibility.
3.3 Payment Terms
Invoices must be paid in advance upon receipt of the proforma invoice or, failing that, within the deadlines specified on the invoice. Any late payment shall result in the automatic application of late payment interest equal to three (3) times the legal interest rate in force, without prejudice to any additional collection fees that may be incurred.

4. Deliveries

4.1 Deadlines
The delivery deadlines provided are indicative only and do not constitute a binding commitment unless expressly agreed otherwise in writing. The Seller shall not be held liable for delays caused by external factors, such as strikes, pandemics, weather events, or other cases of force majeure.
4.2 Transfer of Risks
The transfer of risks is governed by the Incoterms® specified in the Order. In the absence of specific instructions, the transfer of risks occurs upon the handover of the goods to the carrier designated by the Buyer or, if the transport is managed by the Seller, upon delivery to the final destination specified by the Client.
4.3 Acceptance
The Buyer undertakes to inspect the products upon receipt and report any non-conformity or damage within forty-eight (48) hours for food products and three (3) working days for non-food products, failing which claims may be deemed inadmissible.

5. Compliance and Warranties
5.1 Warranty of Compliance
The Seller warrants that the products:
1. Comply with the contractual specifications;
2. Conform to the applicable standards and regulations in the countries of production and delivery;
3. Are free from material defects or hidden defects under normal conditions of use.

6. Export and Export Control
The Buyer undertakes to strictly comply with all applicable export regulations. The Seller declines any liability in the event of seizure or blocking of goods due to the Buyer’s failure to comply with customs or regulatory obligations.

7. Force Majeure
Neither party shall be held liable for any failure to fulfill their contractual obligations in the event of force majeure, as defined under Article 1218 of the French Civil Code or by international standards (e.g., strikes, natural disasters, armed conflicts, pandemics, embargoes). Force majeure suspends the obligations of the parties for the duration of the event.

8. Intellectual Property
All designs, models, technical documents, and any intellectual property provided by the Seller remain its exclusive property unless otherwise agreed in writing. Any reproduction or distribution, in whole or in part, without prior authorization is strictly prohibited.

9. Confidentiality
The Seller and the Buyer agree to keep strictly confidential all information communicated within the framework of the contract’s execution. This confidentiality obligation shall remain in effect for five (5) years following the completion of the contract.

10. Governing Law and Dispute Resolution
These Conditions are governed by French law, to the exclusion of all other legal frameworks. Any disputes shall fall under the exclusive jurisdiction of the courts within the jurisdiction of Perpignan, unless otherwise stipulated or arbitration is agreed upon by the parties.

Last Updated: October 10, 2024