Terms and conditions of sale

Article 1 : Purpose and scope

These Terms and Conditions of Sale (“T&Cs”) govern the relationship between SOPRODA and the Customer, as well as all possible pre-contractual or post-contractual exchanges, to the exclusion of any other contractual document of the Customer. Any order of Products or Services from SOPRODA implies unreserved acceptance of these T&Cs, which prevail over any other conditions.

Article 2 : Definitions

For the purposes of these T&Cs, the following terms are defined as follows :

• “Customer” refers to the contracting party and, where applicable, its agent.
• “Order” means the request, by the Customer or its authorized representative and by any means, addressed to SOPRODA to sell Products or provide Services.
• “Order Confirmation” means the validation by the Customer of the quotation or pro-forma invoice sent by SOPRODA following the Order. This confirmation may be in writing (by any means such as “good for agreement”, agreement by e-mail, etc.) or oral, in which case SOPRODA confirms it by sending an e-mail.
• “Contract” means the sales and/or service agreement entered into between SOPRODA and the Customer when the Order Confirmation is sent.
• “Delivery” or ‘“Delivered” : handover of the Products by SOPRODA to the Customer or its representative/any third party designated by the Customer. It entails the transfer of risk from SOPRODA to the Customer. For ex-works sales, Delivery occurs when the Products are handed over to the Customer, to the carrier designated by the Customer or to any third party designated by the Customer. For sales with transport, Delivery occurs upon delivery of the Products by the carrier appointed by SOPRODA to the Customer, to the carrier or to any third party designated by the Customer.
• “Product” means any good sold by SOPRODA, whether or not mentioned in the catalog and/or on the SOPRODA website. “Price” means the amount that the Customer agrees to pay to SOPRODA in consideration of SOPRODA’s undertaking to deliver the Products or provide the Services provided for in the Agreement. It is expressed inclusive of packaging costs, exclusive of taxes and exclusive of insurance.
• “Service” means any service that SOPRODA agrees to provide to the Customer.
• “SOPRODA” refers to the company SOPRODA, registered with the RCS of Meaux under the number 350 077 384 and having its registered office at 11C Boulevard de la Marne, 77120 Coulommiers (France), as well as its employees, subcontractors, any subsidiaries or companies to which it may have recourse.

Article 3 : Orders and order confirmations

Article 3.1 : Order Confirmation

Upon receipt of an Order, SOPRODA will use its best efforts to respond rapidly to the client’s request by sending a pro-forma invoice or a quotation. SOPRODA may accept or decline an Order, in whole or in part, for any reason permitted by law. The Contract is definitively concluded between SOPRODA and the Customer when the Order Confirmation is sent and cannot be modified except as indicated in §3.2 to 3.5 below or by express agreement of the parties.

Article 3.2 : Availability of products and services

SOPRODA will use its best efforts to provide the Customer with the Products and/or Services listed in the Order Confirmation. Nevertheless, in the event that SOPRODA is unable to provide such Products and/or Services, in particular if such Products or Services are no longer manufactured or available or if their acquisition or manufacturing price has increased by more than 20% compared to the date on which the price listed on the Order Confirmation was determined, SOPRODA shall use its best efforts to offer the Customer equivalent Products or Services (at the same or a different price). Similarly, if the pro-forma invoice, quotation or invoice sent in order to obtain the Order Confirmation contains a pricing error, SOPRODA will inform the Customer as soon as possible by bringing the corrected price to the Customer’s attention. The Customer may refuse the proposed modifications to the Contract and either cancel the entire Contract or limit the scope of the Contract to the unmodified Products and Services. In this case, SOPRODA’s sole obligation shall be the reimbursement within 30 days of the corresponding sums that may have been paid by the Customer, to the exclusion of any liability.

Article 3.3 : Specific conditions for chick orders

In the case of chick orders, as hatching is scheduled a few hours before Delivery, there is a risk concerning the number of chicks that will actually be delivered, which the Customer accepts, it being specified that only Delivered chicks will be invoiced.

Article 3.4 : Order modifications and cancellations

With the exception of orders for chicks, which are firm and final at the time of Order Confirmation, from the time of issuance of the Order Confirmation until delivery of the Products to the first carrier and/or commencement of performance of the Services, the Customer may only cancel or modify the said Order by paying a penalty corresponding to 50% of the value of the Products and Services concerned, excluding VAT, provided that the loss suffered by SOPRODA does not exceed this amount, in which case the penalty shall correspond to the value of the loss suffered by SOPRODA. Once the Products have been delivered to the first carrier and/or the Services have commenced, no further modification or cancellation of the Contract is possible.

Article 3.5 : Specific conditions for contracts with transport

If, at the time of stuffing the container (whether grouped or not), it is found that space remains available in the container, SOPRODA will fill it with trays or any other material useful to the Customer (subject to a supplement of 25% of the price excluding VAT mentioned on the Order Confirmation). The Customer accepts this in advance. The customer may refuse such operation by indicating this when sending the Order Confirmation.

In the event of an increase in the cost of transport, SOPRODA will charge the Customer the same amount.

Article 4 : Shipping and delivery

Article 4.1 : Delivery dates

Delivery dates given by SOPRODA are provided as an indication only and without guarantee. SOPRODA shall only be obliged to deliver the Products if the Customer is in compliance with all its obligations towards SOPRODA (in particular with respect to the payment of invoices).

Article 4.2 : Partial deliveries

Partial deliveries are permitted and SOPRODA may initially deliver only part of the Products and/or provide only part of the Services, invoice them separately and require payment from the Customer when due. Under no circumstances shall a delay in the delivery of part of the Products or Services release the Customer from its obligation to accept and pay when due the Products and/or Services still to be delivered and/or provided.

Article 4.3 : Ex-works contracts (Incoterm Ex-works)

For SOPRODA Ex-works Contracts (in particular Incoterm “Ex-works”): all shipments shall be deemed to have been delivered to the Customer in perfect condition, in conformity with the description of the Products on the invoice or, failing this, on the Order Confirmation, and free from defects, except in the event that, at the time of delivery of the Products, dated and signed reservations are made in writing concerning the goods, which are precise and detailed on the transport document and/or SOPRODA’s delivery note.

SOPRODA shall inform the Customer of the availability of the Products and the Customer shall remove the Products within eighteen (18) calendar days, failing which storage charges of €8 (excl. VAT) per square meter occupied on the ground for the next seven (7) calendar days, then €15 (excl. VAT) per square meter occupied on the ground for the next seven (7) calendar days shall be due by the Customer to SOPRODA. After this period of thirty-two (32) calendar days following the date on which the Products are made available, SOPRODA may, without notice, terminate the Agreement to the sole detriment of the Customer and dispose of the Products as it sees fit. The Customer shall remain liable for the Price and, in the event that it has already been paid, the latter shall remain the property of SOPRODA.

Article 4.4 : Contracts with transport (Incoterm CFR)

PFor Contracts including transport in whole or in part (in particular Incoterm “CFR”), the Products shall be deemed to have been delivered to the Customer in perfect condition, in accordance with the description in the Order Confirmation and free from defects, except in the event that :

(i) At the time of Delivery, precise and detailed reservations are made in writing on the transport document, dated, signed and relating to the Products, and the Customer has had a damage report drawn up on the same day by the airline representative or a damage surveyor.

(ii) The Customer or his representative will have confirmed these reservations by sending a registered letter to the carrier within three (3) days in the case of maritime or road transport and fourteen (14) days in the case of air transport.

(iii) The Customer will have sent SOPRODA a copy of the said reservations and of the LRAR confirming them as soon as materially possible and, at the latest, within fourteen (14) days of their dispatch to the carrier.

Failure by or on behalf of the Customer to comply with these obligations shall result in the foreclosure of any recourse against SOPRODA. Any communication addressed to SOPRODA must include the quotation, pro-forma invoice or SOPRODA invoice number and the exact nature of the damage or shortage.

Article 4.5 : Handling of shortages, defects or non-conformities

In the event of a shortage, apparent defect or non-conformity identified at the time of Delivery, SOPRODA shall only be obliged to replace and deliver, at its own expense, the missing, non-conforming or visibly defective Product. SOPRODA shall be responsible for any costs incurred for the return and transport of the new Products. Alternatively, the Customer may elect to have SOPRODA issue a credit note valid for two (2) years.

Article 5 : Transfer of ownership, transfer of risk and insurance

Article 5.1 : Retention of ownership and right of return

SOPRODA retains ownership of the Products and the right to repossess them, at the Customer’s expense (including handling and transportation costs), until full payment of the corresponding invoice Price. For this reason, the Customer grants SOPRODA and any entity representing or appointed by SOPRODA the irrevocable right to enter the premises where the Products are stored in order to recover them. The Customer grants SOPRODA the right to act in the Customer’s name and on the Customer’s behalf with respect to such Products, including the right to sell such Products in order to pay the Customer’s unpaid Price and any costs. As long as SOPRODA retains ownership of the Products, the Customer shall not incorporate, resell or pledge the Products and, at SOPRODA’s request, shall designate them to SOPRODA.

Article 5.2 : Transfer of risks

The risks relating to the Products are transferred upon Delivery.

Article 5.3 : Insurance for products transported at the customer’s risk

In the event of delivery to SOPRODA’s warehouse, i.e. when the Products are transported at the Customer’s risk, the Customer undertakes to take out transported goods insurance up to the amount of the Price until full payment of the Price of the Products to SOPRODA. The Customer, for any loss or damage affecting the Products prior to the payment of the Price, delegates the payment of the insurance indemnity to SOPRODA and undertakes to communicate to SOPRODA, upon first request, the details of its transported goods insurer and to inform its transported goods insurer of the delegation of the insurance indemnity by requesting that it pay the indemnity directly to SOPRODA. Any compensation paid by the freight insurance company shall be deducted from the Price still due to SOPRODA.

Article 5.4 : Insurance for products transported at SOPRODA’s risk

When the Products are, at least partially, transported at SOPRODA’s risk, SOPRODA designates the Customer as the beneficiary of its transported goods insurance once the Price has been paid. In the event of damage or loss occurring during transport after payment of the Price, the Customer will be compensated for its entire loss by payment of the insurance indemnity by the transported goods insurer. In the event of a deductible, this will be paid by SOPRODA. For countries (such as Ivory Coast and Togo) requiring local insurance, the Customer must take out and pay for such insurance, mentioning himself and SOPRODA as beneficiaries. In consideration of the Customer’s acceptance of the insurance indemnity and SOPRODA’s payment of the deductible, the Customer shall be deemed to have fulfilled all its rights in respect of the damage or loss affecting the Products.

Article 6 : Customer obligations, payment and invoicing

Article 6.1 : Customer’s legal obligations

The Customer shall comply with all laws, regulations and ordinances of the United Nations, the World Trade Organization and the member states of the European Union and the European Free Trade Association, relating to the re-export, transfer or resale of products or the provision of services and related technical data. The Customer shall not make the Products or Services provided by SOPRODA available in another country without first obtaining all required authorizations from SOPRODA.

Article 6.2 : Tax liability

SOPRODA is in no way responsible for any changes in taxation (in particular the VAT rate and/or its application to a given transaction) and the Customer shall be solely liable for the consequences of any changes in taxation between the date of the Customer’s order and the date of invoicing.

Article 6.3 : Issuance of invoices and terms of payment

SOPRODA will issue its invoice upon dispatch of the Order Confirmation or at the latest upon Delivery. Our goods and services must be paid on the due date indicated on the quotation or invoice. In the event of non-payment on the due date, SOPRODA may refuse to deliver the Products and provide the Services and penalties equal to the European Central Bank’s semi-annual key rate applicable on the date of the order, increased by 10 points, will automatically be due, in addition to a fixed indemnity of forty (40) € per invoice for collection costs. All invoiced amounts must be paid in full in the same currency as that indicated on the invoice. SOPRODA reserves the right to offset any amounts due to the Customer against amounts owed to SOPRODA by the Customer.

Article 6.4 : Terms of payment

Under no circumstances may payments due to SOPRODA be suspended or be subject to any reduction or set-off without the prior express written consent of SOPRODA. Any payment made to SOPRODA shall be deducted from the sums due to SOPRODA, regardless of the cause thereof, beginning with the oldest due invoice, and with priority over any interest and late payment charges on such invoices.

Article 7 : Warranty

The legal warranties are provided to the Customer, with the exception of any warranty for hidden defects for professional Customers, i.e. those who purchase the Products or Services on a professional basis and/or for the needs of their professional activity.

Article 8 : Liability

Article 8.1 : Limitation of SOPRODA’s liability

n any event, SOPRODA shall only be liable to compensate for direct material loss foreseeable at the time of Order Confirmation up to a maximum of six (6) times the Price (excluding VAT) stated on the invoice or, failing that, on the Order Confirmation. No compensation for operating loss, loss of sales or liability of the Customer to a third party shall be due by SOPRODA.

Article 8.2 : Customer’s responsibility

The Customer is responsible for taking delivery of the Products at the agreed time and place, or as amended from time to time. Any costs resulting from a delay or failure to pick up the Products (in particular container demurrage and storage and/or warehousing costs) shall be borne in full by the Customer. If the Customer defaults, and three (3) days after the sending of a formal notice to take delivery of the goods, SOPRODA may dispose of the Products, for example by reselling them, having them destroyed, delivering them to a third party, unloading them while awaiting acceptance by the Customer, etc.

Article 8.3 : Force majeure and suspension of obligations

Except for obligations to pay when due, neither party shall be held liable for any delay or failure to perform its contractual obligations due to circumstances unforeseeable at the time the contract was entered into or beyond its control at the time of their occurrence. In such a case, performance of the obligations affected by the event will be suspended for the duration of the event. In the event that the event persists for more than two (2) months, the Parties shall seek together and in good faith a solution in order to perform the Contract. In the event of failure, SOPRODA may terminate the Contract without liability.

Article 9 : Collection and protection of personal data

SOPRODA collects certain personal information concerning you during exchanges and orders. Personal information is collected for the purpose of processing your orders or subscriptions and for statistical and advertising purposes. It may be communicated to all companies in the SOPRODA group. It is used for the purposes and kept for the periods mentioned in the Notice on the processing of personal data accessible on the www.soproda.com website. By accepting these GTC, you agree to the terms of the Personal Data Processing Notice.

In accordance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council (known as “RGPD”) Users and Order Givers have a right to access, query, modify and delete information concerning them, to be exercised at any time with SOPRODA either by post to the following address: 11C Boulevard de la Marne, 77120 Coulommiers, or by email to the following address : donneespersonnelles@soproda.com. For security reasons and to avoid fraudulent requests, this request must be accompanied by proof of identity. This proof will be destroyed on request.

This information may be disclosed in application of a law, regulation or by virtue of a decision by a competent regulatory or judicial authority or, if necessary, for the purposes of preserving SOPRODA’s rights and interests. You may receive commercial offers from SOPRODA, its group companies or its partners. If you do not wish to receive such offers, please send an e-mail to the following address : donneespersonnelles@soproda.com.

The party responsible for processing user data collected by SOPRODA is SOPRODA, a limited liability company registered with the Meaux Trade and Companies Register under number 350 077 384 and headquartered at 11C Boulevard de la Marne, 77120 Coulommiers (France).

Article 10 : Site content

All trademarks, photographs, texts, comments, illustrations, images (animated or not), video sequences and sounds that may be used to operate the Site, and more generally all elements reproduced or used on the Site, are the full and complete property of SOPRODA. Any reproduction, representation, use or adaptation, in any form whatsoever, of all or part of these elements without the prior written consent of SOPRODA is strictly prohibited. The fact that SOPRODA does not initiate proceedings upon becoming aware of such unauthorized use does not constitute acceptance of said use and waiver of prosecution.

Article 11 : Limitation and prescription periods

Claims against SOPRODA shall be barred in the absence of a written complaint by or on behalf of the Customer within fourteen (14) calendar days of Delivery or performance of services by SOPRODA.
Legal action between the Parties shall be barred within one (1) year of Delivery or performance of the Services.

Article 12 : Established business relationship

After three (3) years of business relations, the notice period required to terminate an established business relationship with SOPRODA is at least six (6) months; after nine (9) years of business relations, the notice period required is at least one (1) year; and after fifteen (15) years of business relations, the notice period required is at least two (2) years.

Article 13 : Applicable law / Jurisdiction

The Contract and its consequences, any pre-contractual and post-contractual exchanges and the entire relationship between the Customer and SOPRODA shall be governed by and construed in accordance with French law. In the event of any disagreement, SOPRODA is at your disposal to listen to you and seek an amicable solution.

In the event of disagreement for which no amicable solution can be found, the parties give exclusive jurisdiction to the Commercial Court of Paris, notwithstanding any third-party claims or plurality of parties to the case. SOPRODA may also bring an action against the Customer before the competent courts of the Customer’s registered office.

Article 14 : Miscellaneous

Article 14.1 : No implied waiver

Tolerance by one party does not imply waiver of any breach by the other party. The waiver by one party of a breach by the other party does not constitute a waiver of other breaches, subsequent or otherwise.

Article 14.2 : Assignment and delegation of the Contract

The Customer may not assign the Agreement without the prior written consent of SOPRODA. The Customer may not delegate its obligations under the Agreement without the prior written consent of SOPRODA, which may not be unreasonably withheld. SOPRODA may assign the Agreement to a company affiliated with the SOPRODA Group and the Customer hereby agrees to such assignment.

Article 14.3 : Validity of derogations

No waiver of these Terms and Conditions of Sale shall be valid unless unequivocally agreed in writing.

Article 14.4 : Partial nullity

If any provision of these Terms and Conditions of Sale is declared invalid or deemed unwritten, it shall be enforced to the extent possible or permitted, and all other provisions shall remain in force.

Article 14.5 : Prevalence of the French version

In the event of any discrepancy between the French version of these Terms and Conditions of Sale and a foreign-language version, the French version shall prevail and prevail.