General terms and conditions of sale
Menakao sa Madagascar chocolate

- Any order placed with MENAKAO SA (hereinafter referred to as the Company) implies unreserved acceptance of our General Terms and Conditions of Sale and Delivery of Goods, regardless of any contrary provisions that may appear in any document issued by our customers, unless they have been expressly accepted in advance in writing by the Company.

- Our prices and general conditions of sale are applicable to products delivered and invoiced to customers established in metropolitan France or DOM TOM, according to the applicable price list.

ORDER

- The orders become final only after acceptance by the Company.

- The minimum quantity required for each order is 6 displays, i.e. 72 bars per reference, for 75g bars, and 30kg per reference for couverture chocolate.

- The prices appearing in the Company's price list are expressed exclusive of VAT, the rates or values applicable to prices exclusive of VAT being those in force on the agreed delivery date.

VARIABLE STOCKS

- The products offered by the Company are only available while stocks last, taking into account the seasonality of the products, the availability of the raw material and the delivery time to France. 

- In the event that all or part of the order cannot be delivered, a notification will be made to the Customer at the time of order confirmation.

REFUSAL OF ORDERS

- The Company is entitled to refuse any abnormal order or order placed in bad faith.

- In addition, the Company is entitled to refuse any order from a customer with whom there is a dispute relating to the payment of a previous order.

- Such refusals would indeed meet a "legitimate reason" within the meaning of the provisions of Article L.122 1 of the Consumer Code.

DELIVERY

- The products are sold Ex-Works from the warehouse in France or FCA delivered to the warehouse in France [according to negotiated price conditions], by consumer unit or display unit.

- The goods sold travel at the risk of the recipient, who is responsible for verifying their good condition at the time of delivery.

- The organization of deliveries and the choice of carrier are the responsibility of the Company or the choice of the customer. Delivery frequencies or times are only indicative. No systematic or fixed penalty may be invoiced or deducted from a payment for goods for late delivery or non-conforming or partial delivery, regardless of the causes, the extent of the delay or defect and the consequences thereof.

- Our goods are shipped in accordance with articles L133-3 and L133-4 of the French Commercial Code, which stipulate in particular that in the event of shortage or damage, all precise reservations must be made upon delivery to the carrier, mentioned on his receipt and confirmed to him by registered letter within three days of delivery.

- The information must be passed on to the Company within 72 hours, in writing. Otherwise, the Company cannot be held responsible for damages and shortages. The Company is released from its obligation to deliver in the event of fortuitous events or force majeure.

- In general, the Customer or his service provider is required to sign the delivery note and the transport document upon delivery.

- Products sold and accepted on delivery are not returnable.

PAYMENT CONDITIONS

- Our invoices are payable in France whatever the method of payment accepted by the Company.

- For the first order, payment is required before shipment. For the following orders, only with the agreement of the Company, a deferred payment of 30 days net date of invoice by bank transfer can be accepted.

- No discount will be granted by the Company for early payment.

- In the event of a change in the Client's commercial or financial situation, the Company reserves the right to cancel the forward conditions and to request immediate payment or cash payment of the orders in progress.

- Failure to pay by a single due date shall entitle the Company to suspend deliveries until full payment is made.

- Any due date not respected within the time limits fixed by the present Terms of Sale will automatically and without formal notice lead to the payment of late payment penalties, the applicable rate being equal to three times the legal interest rate, as well as the fixed indemnity for collection costs, the amount of which is fixed at 40 euros in accordance with Decree n°2012-1115 of October 2, 2012 (Article D 441-5 of the French Commercial Code). The late payment penalty will be applicable from the due date until the effective payment.

- The Company accepts compensation only within the framework of the regulations in force. Otherwise, any deduction will constitute a payment incident. The collection by the Company of a payment instrument containing deductions or offsets, in particular relating to invoices for penalties or commercial cooperation, shall in no case constitute agreement or acceptance of the purpose of the deducted amounts.

RETENTION OF TITLE CLAUSE

- It is expressly agreed that the Company remains the full owner of the goods, until full payment of their sale price. Any clause to the contrary is deemed unwritten.

- In the event of receivership or liquidation, outstanding orders will be automatically cancelled without the need to give notice if the goods have not yet been delivered. If the goods have been delivered, the Company reserves the right to reclaim the goods in accordance with the provisions of law n°85-98 of 25/01/85, modified by law n°94 475 of 10/06/94.

- In the event that the goods are processed or resold, we expressly reserve the right to claim the price.

- Until they are paid for in full, the goods are in the custody of their purchaser who must bear the risks that they may suffer or cause, whatever the cause, even in the event of force majeure, fortuitous event or the act of a third party.

RESOLUTORY CLAUSE

- Any non-payment, even partial, of one of the agreed instalments shall automatically result in the full payment of the remaining amounts due.

- In this case, as well as in the event of a change in the debtor's situation - incapacity, modification or dissolution in the Company - jeopardizing the Company's claims for any reason whatsoever, any agreement may be terminated at the Company's initiative, in whole or in part, by operation of law, upon simple notice given by the Company to the Client by registered letter, without any further formality and without prejudice to any damages.

- In the event that the Company does not take advantage of this clause, we reserve the right to request guarantees to ensure the execution of the current agreements.

SETTING AND ADVERTISING OF CONSUMER SALES PRICES

- Customers are solely responsible for setting and advertising their prices within the framework of the regulations in force.

QUALITY-RESPONSIBILITY

- The Company guarantees the conformity of the product delivered to the Client, to the regulations, as well as to its specifications (i.e. chartering and storage in controlled temperature at 18°C).

- However, the assumption of responsibility for damages related, in particular, to improper storage of the product or defective delivery to the final consumer, and more generally to any operation beyond the control of the Company, shall be the sole responsibility of the Client.

- For reasons of hygiene and food safety, the products sold and accepted on delivery are not returnable. Nevertheless, the Company will replace as soon as possible, and at its own expense, the delivered products whose apparent defects or lack of conformity have been duly noted by the Company.

CLAIMS-INFORMATION

For any information information, complaint or question relating to the conditions of sale set up by the Company or to the articles themselves, the Customer should contact the Customer Relations Department of the Company: Chocolaterie MENAKAO Chez ASD CUT, 310 rue du Vallon 06560 VALBONNE - FRANCE/or by e-mail: contact@menakao.com systematically recalling their order number and attaching the Delivery Note.

INTELLECTUAL PROPERTY RIGHTS

- The "MENAKAO Madagascar Chocolate" brand and logo are protected by intellectual property rights. Any total or partial reproduction, modification or use of this brand or logo for any reason and on any medium whatsoever, without the express prior consent of the Company, is strictly forbidden. The same applies to any combination or conjunction with any other brand, symbol, logotype and more generally any distinctive sign intended to form a composite logo.

- The same shall apply to all copyrights, designs and models, and patents that are the property of the Company.

FORCE MAJEURE

- The Company reserves the right to suspend or terminate all or part of the agreements entered into, without compensation or other recourse, in the event of force majeure, as defined by positive law.

LEGAL

- Any dispute relating to the execution and/or interpretation of our tariffs and General Terms of Sale must be notified by registered letter in accordance with the rules of legal prescription.

- The Parties agree to do their utmost to resolve amicably any dispute or litigation that may arise from the validity, interpretation, implementation or termination of these terms and conditions of use.

- All disputes, whatever their nature, will be submitted to the Commercial Court of Paris to which jurisdiction is expressly granted, even in the event of multiple defendants or warranty claims.