General conditions of sale of Up'ness Agrilife
​
​
1. GENERAL
These general conditions of sale (GTC) govern all sales concluded by Up'ness Agrilife or its agents with its customers, including internationally. Consequently, the fact of placing an order - whose GCS are attached implies the customer's full and unreserved acceptance of these GCS without the possibility for the latter to oppose contrary or additional provisions regardless of when they could have been brought to the attention of Up'ness Agrilife. These T&Cs prevail over any other document issued by the customer. Any modification of these GCS is immediately applicable to subsequent orders and on the date of this modification. Up'ness Agrilife reserves the right to refuse to conclude a sale, to conclude it under conditions derogating from these presents or to cancel an order, in particular in the event of the customer's insolvency, a previous payment incident, credit insurance cover totally or partially refused, an abnormal request or in bad faith or in the presence of a new customer. Information from Up'ness Agrilife - brochures, prices or any other documents - does not bind our Company, which reserves the right to make any changes to the information provided in these documents.
2 – OFFER – ORDER - CONCLUSION OF THE SALE
Offers – Up'ness Agrilife quotes are valid for one month and are expressed excluding ex-factory taxes – postage is extra. The information, prices on the website and other Up'ness Agrilife catalogs and prospectuses are only indicative and the photographs have no contractual value. It is always up to the customer to check the content of the quote – billing and delivery addresses, time and method of payment, description of the products, quantities and prices – and to ensure that the product he is ordering corresponds to his needs and that he has correctly understood his conditions of use, before signing the quote.
Orders are quotes signed by the customer and validly issued in writing (web, emails, letters, etc.). The sale is concluded by the customer's order and irrevocably commits the latter unless the order contains contradictory or additional information to the information specified in the commercial offer.
3 - DELIVERY – DELIVERY
The goods are sold ex works. The customer can choose to pick up the goods by his own means or a carrier of his choice, or else request this service from Up'ness Agrilife.
In all cases, the risks are transferred from the seller to the customer as soon as they leave the factory. The transport risk is borne entirely by the customer.
On export, if necessary, the customer clears the goods and bears the import costs.
In the event that the customer mandates Up'ness Agrilife for delivery, the delivery time indicated when registering the order is given for information only and is in no way guaranteed. Except with the express agreement of Up'ness Agrilife, the customer cannot, under any circumstances, take advantage of a delay in delivery and/or availability to cancel an order and/or refuse the goods. Consequently, any delay in the delivery and/or provision of the products cannot give rise to the benefit of the customer to the allocation of damages and/or the cancellation of the order.
Up'ness Agrilife is deemed to have fulfilled its obligation to deliver when the products are delivered to the customer at the place agreed with the latter. The customer undertakes to be ready to receive the products on the day, at the time and at the agreed place. Failing this, Up'ness Agrilife reserves the right to invoice the customer for the downtime of the delivery vehicle on the basis of the hourly rate specified by the carrier, one hour started being equal to one full hour. Unless otherwise agreed, the customer authorizes Up'ness Agrilife, without penalty of any kind, to make partial deliveries. The customer agrees not to refuse a delivery except to be billed a pecuniary penalty equal to the price of transport increased by 20%.
4 - COMPLIANCE – RECEPTION
The conformity of the products (condition, absence of defect, quantity, etc.) must be checked by the customer upon receipt. In the event of removal of the products by the customer, any reservation or dispute relating to the conformity of the products must be noted on the removal order. In the event of delivery by Up'ness Agrilife or its carrier, any reservation or dispute relating to the conformity of the products must be noted by the customer on the delivery slip and be confirmed to the carrier under the conditions of article L 133-3. of the Commercial Code, as well as to Up'ness Agrilife by registered letter with acknowledgment of receipt sent within 3 days (not including public holidays) following the date of delivery of the products.
Failing compliance with these conditions, the products will be deemed irrefutably compliant with the order and the responsibility of Up'ness Agrilife cannot be called into question in this regard. In addition, the client is held responsible for any damage suffered by Up'ness Agrilife as a result of non-compliance with this procedure. In any case, the customer agrees not to proceed with the destruction of non-compliant or defective products and must allow Up'ness Agrilife to note the non-compliance or hidden defects and to take back the products. Products that have been the subject of reservations can only be returned to Up'ness Agrilife according to the latter's return procedure, after its prior agreement. Up'ness Agrilife will specify the terms of this return which will be carried out under the responsibility of the customer and at his expense, at the latest in the month of their delivery. Failure to comply with these rules will result in the refusal of returned products. When a product is returned, Up'ness Agrilife will take a sample which will be kept in optimal conditions and which can be checked in the laboratory in the event of a complaint about the conformity of the goods. No product will be taken back, exchanged or refunded in the event of a change in French or supranational legislation making the said product unsuitable for consumption or sale.
5 - PRICE - PAYMENT
5 - 1 - Price The sale price of the products is that determined by the offer in force on the day of the order. It means HT (excluding taxes), departure - the port will be invoiced in addition. By agreement between the parties, this may be free. The sales invoice is drawn up and sent by email on departure of the goods.
5 - 2 - Payment deadline Payment is upon receipt of the invoice and cannot exceed 30 days from the delivery of the products.
5 - 3 - Method of Payment The default method of payment is direct debit. By agreement between the parties, it is by bank transfer. The invoiced price will be deemed to have been paid upon collection of the sums due.
5 - 4 - Late payment In the event of non-payment on the agreed date and after formal notice by registered letter with AR that has remained ineffective for 8 days, late payment penalties will be applied at a rate equal to 3 times the interest rate legal - revised every 6 months (ordinance n°2014-947 of August 20, 2014) - increased by the costs incurred by the latter for the recovery of its claim as well as a lump sum of €40 for the processing procedure unpaid - Articles 441-6, I paragraph 12 and D. 441-5 of the Commercial Code. Finally, Up'ness Agrilife may suspend and/or cancel current orders without fault on its part. Any deduction made unilaterally by the customer is similar to a payment incident. Similarly, no compensation can take place between reciprocal claims unless it has been previously accepted in writing by Up'ness Agrilife. Under no circumstances can a dispute allow the customer to suspend payment.
6 - RETENTION OF OWNERSHIP – TRANSFER OF RISKS
The goods sold remain the property of Up'ness Agrilife until full payment of their price in principal and accessories. This retention of title clause is enforceable against the customer and all of its creditors. The customer will inform them of the existence of this clause and its enforceability. It is understood that the mere delivery of a title creating an obligation to pay does not constitute payment within the meaning of this clause, the original claim on the customer subsisting with all the guarantees attached thereto, including the reservation of property until the title of payment has extinguished Up'ness Agrilife's claim. In the event of resale of the product before payment by the customer, Up'ness Agrilife's claim relates to the price received or to be collected by the customer.
Notwithstanding the foregoing, the risks related to the products (losses, deteriorations that they could suffer or damages that they could cause) are transferred to the customer as soon as the latter or his substitute has taken possession of them. The customer is aware that the products are subject to specific storage conditions for which he is responsible.
​
The customer undertakes to immediately notify Up'ness Agrilife of his future state of cessation of payment, to proceed or allow to proceed from the opening of the collective procedure to the acknowledgment of the existence of goods in stock belonging to Up'ness Agrilife and to provide him with any information allowing him to exercise the claim with regard to third parties and other sub-purchasers.
In the event of non-payment and notwithstanding the application of article 5, Up'ness Agrilife may demand the return of products still in stock with the customer. Products in stock with the customer will be deemed to relate to unpaid invoices. These products must be returned on the first written request, at the expense and risk of the customer.
Subject to full payment, ownership of the products passes to the buyer at the time of delivery in accordance with article 5 of these general conditions.
All products delivered and to be delivered, and products derived therefrom, regardless of the state of the cultivation process, remain the exclusive property of the seller until all claims that Up'ness Agrilife has or will have on the 'Buyer.
As long as the ownership of the products has not passed to the purchaser, the latter is not authorized to pledge them or to grant any right whatsoever to third parties over them, except in the normal exercise of his company. The buyer undertakes to provide his assistance, from the first request of the seller, in the establishment of a right of pledge on the claims that the buyer has or will have in respect of deliveries transmitted to his customers.
Up'ness Agrilife is entitled to take back the products delivered under retention of title and present at the buyer's premises if the latter fails to respect his payment obligations or finds himself or risks finding himself in payment. The buyer shall at all times grant free access to its land and/or buildings to the seller so that the latter can inspect the products and/or exercise its rights.
If there is any doubt based on the ability of the buyer to pay, Up'ness Agrilife will be competent to suspend its services until the buyer has given a guarantee for payment. In the event of non-payment by the buyer within fourteen days of the summons, Up'ness Agrilife will be authorized to terminate the contract. The buyer will then be responsible for the costs incurred by Up'ness Agrilife.
7 - GUARANTEES AND RESPONSIBILITIES
The responsibility of Up'ness Agrilife is expressly limited to the supply of a product that complies with the concentration of elements specified on the label, as well as the recommended use. The conformity of the products (condition, absence of defect, quantity, etc.) must imperatively be checked by the customer during the provision / delivery. To be considered, any complaint of any nature whatsoever must be sent to Up'ness Agrilife by any means satisfactory to the acknowledgment of receipt within three days of receipt of the goods in the event of non -compliance and within the same period from the discovery of the hidden defect in the event of defective goods.
Up'ness Agrilife's hidden defects warranty relating to the products it sells is limited in principle to 12 months, except for shorter periods depending on the nature of the products. This guarantee can only be implemented after
expertise and validation by the technical services of Up'ness Agrilife. In any event, apparent defects are excluded from any warranty, i.e. visible defects in appearance not declared by the customer upon delivery or removal of the products, defects or deterioration of the products caused by normal wear and tear, by negligence, by use different from that for which the products were designed, by misuse, by poor storage conditions or by non-compliance with technical data sheets and/or advice from use and maintenance or when the products have been modified by the customer or a third party.
The application of Up'ness Agrilife's products and advice requires the customer to adapt to the conditions of his farm - nature of the soil, weather conditions, etc. - over which Up'ness Agrilife can in no way exercise control - and of which the purchaser assumes all inherent risks, including injury or damage, which may result from the use of the products alone or in combination with other materials. In the event of a partial crop failure at the buyer's as a result of the products delivered, the compensation due by Up'ness Agrilife, if it is liable for compensation, will not be greater than the invoice value corresponding to the part of the culture that was a failure in the buyer.
In any event, Up'ness Agrilife's liability shall be limited to the amount of the order, excluding any other compensation of any nature whatsoever and in particular excluding compensation for any prejudice immaterial which would be the consequence, direct or indirect, of the defect of the goods.
Any warranty is excluded in the event of non-payment of the price of the product for more than two months from the date of payment appearing on the invoice. In all cases, Up'ness Agrilife's liability is strictly limited to the replacement of the defective product or the price of the said product and without any additional compensation. In any event, Up'ness Agrilife's liability is limited to foreseeable and direct damage suffered exclusively by the customer.
Finally, the customer guarantees Up'ness Agrilife against any action brought against it by third parties due to faults committed by itself or its agents and will bear all the costs that Up'ness Agrilife would have to incur for its defense (costs of proceedings and other fees of legal assistants) as well as all the sums that it should pay as compensation, including in the context of settlements. Up'ness Agrilife declines all liability, except in the case of one of the cases listed in this article, in which case its liability will be capped at the value of the invoice. Under no circumstances may it be held liable for any consequential damage, loss of turnover or loss of earnings, in any form whatsoever.
Up'ness Agrilife is not liable for damage caused by force majeure.
8 - FORCE MAJEURE
A case of force majeure allows Up'ness Agrilife to suspend the execution of its obligations and, if necessary, to cancel the contract. In case of force majeure and without formalities of any kind, the responsibility of Up'ness Agrilife will be released. Are considered as cases of force majeure with regard to the obligations of Up'ness Agrilife, unforeseeable or irresistible or external events, these three conditions being alternative within the meaning of article 1148 of the Civil Code. The same will apply if the event makes it more difficult or more onerous for Up'ness Agrilife to fulfill its obligations.
9 - INTELLECTUAL PROPERTY
The formulas relating to the products marketed by Up'ness Agrilife are the exclusive property of the latter, which the customer acknowledges, who refrains from any attempt to appropriate these formulas and/or processes.
10 - MISCELLANEOUS PROVISIONS
If any of the general conditions should be declared inapplicable or invalid for any reason, this invalidity or inapplicability will not affect the application or the validity of the other provisions of these general conditions.
The fact that Up'ness Agrilife does not avail itself at a given time of any of the provisions of these general terms and conditions of sale cannot be interpreted as a waiver on its part to avail itself of said provisions at a later date.
Unless the customer decides otherwise by registered letter with acknowledgment of receipt, the latter expressly authorizes Up'ness Agrilife to mention its status as a customer of Up'ness Agrilife, in particular on its commercial or promotional documents, without compensation or any other form of counterpart.
11 - APPLICABLE LAW – SETTLEMENT OF DISPUTES
All sales, including exports, are subject exclusively to French law. Any dispute relating to the formation or execution of sales falls within the exclusive jurisdiction of the Courts of SENS (89), even in the event of summary proceedings, incidental claims, multiple defendants or warranty claims and whatever payment terms. The customer must reimburse all the costs incurred by Up'ness Agrilife, caused by the legal recovery or not of the sums due, including the fees of legal officers and other legal auxiliaries.