General Terms of Business and Purchase:
General Terms of Business
Updated on 01/12/2014
Our customers' orders are recorded in accordance with the terms of business set out below, regardless of any clauses that may be included in the purchaser's documents. Our sales representatives are responsible for performing sales on our behalf. These sales are only finalised after they have been given our approval.
No damages may be claimed if it is not possible to deliver goods or if deliveries are delayed.
Force majeure, and more generally, any incident hindering production, supply and availability of products shall be regarded as rendering the contract unenforceable, regardless of the cause. In these instances, if within one month of notification of non-performance of contract, we are unable to provide a new delivery date, the purchaser may cancel the order or contract, although only for the quantity of goods that could not be shipped to him as a result of the force majeure event.
Transport and delivery
Goods and packaging are shipped at the purchaser's risk (even in the event of all-inclusive charging); our customers are therefore responsible for safeguarding their rights with respect to hauliers in accordance with the provisions of Article 105 et seq of the French Commercial Code. If no reservations are raised on receipt of goods, no claims may be made with regard to the product's identity or apparent faults or damage.
Price – Invoicing
Minimum order weights and values for all-inclusive charges with no contribution towards logistics and administrative costs are readjusted every year where necessary in a circular which is available at all our sites. VAT paid on debits. The amount of VAT should be reduced proportionally if an off-invoice discount is granted. We reserve the right to increase our prices in the event of an increase in our external costs, in particular costs charged by our hauliers. A separate line item with the description ""logistics surcharge"" shall be assigned to this price rise.
Any disputes relating to deliveries, invoices or account statements must be notified to us by registered letter with acknowledgement of receipt within seven calendar days of receiving goods or documents.
Payment deadlines are calculated with effect from the invoice issue date. Our invoices are payable on receipt unless an agreement to the contrary has been reached between the parties. Invoices must be paid in full. Failure to pay the full amount of an invoice by its due date shall entail the due sums becoming immediately payable, regardless of any conditions previously agreed. With effect from a formal notice to pay notified by registered letter with acknowledgement of receipt, late payment interest shall accrue on the due sums with penalties calculated on the basis of 12% per annum. A fixed charge determined by Article D441-5 of the French Commercial Code shall be payable for recovery costs. Discount for early payment: 0.25% per full month.
Returnable packages constitute industrial equipment and are solely intended for housing products included in sales. If this condition is breached, returned packaging will not be accepted and the deposit will therefore not be paid. Returnable packaging that is not returned within 6 months shall be considered to be sold at the deposit price.
The return of returnable packaging to our drivers or a haulier must be clearly indicated in the appropriate section of the Quaron ""shipping order"" or ""packaging return"" form and signed. If goods are delivered by hauliers, return requests must be made in advance to our ordering departments which will provide the haulier with the necessary instructions (without these instructions, hauliers cannot accept empty packaging). Deposit payments for returned packaging shall be notified by credit notes deducted from the account statement for the month in progress, even if they relate to previous invoices.
Our drivers cannot accept goods returns without prior agreement.
Retention of title
We retain full ownership of all our goods and packaging until the full invoiced price is collected. Until this date, delivered goods shall be deemed deposited, although the purchaser shall bear all the risk to which these goods may be subject or which they may incur on any grounds whatsoever. The purchaser undertakes to take all steps to ensure that goods are identified as the property of the seller. Purchasers who wish to dispose of these goods for processing or resale before full payment shall be authorised to do so.
Any deterioration in the purchaser's credit may at any time justify, depending on the risks incurred, an upper limit being set for the purchaser's overdraft and the imposition of certain payment deadlines, payment in cash or certain guarantees. This shall notably be the case if any assignment, lease, collateralisation or contribution of his goodwill has an adverse effect on the purchaser's credit.
Guarantees - Liability
If delivered products that are not compliant with order specifications are supplied, the seller's liability is strictly limited to the obligation of replacing the defective goods and precludes any damages. All complaints must be made within 7 calendar days of receipt and in writing. In order for a dispute regarding non-compliance of a product to be considered admissible by Quaron SAS, the customer must provide Quaron SAS with access to the batch of disputed products. Failure to provide access to the products shall deprive the customer of any right of recourse.
We cannot be held liable for the consequences of incorrect, imprudent or unconventional use. Customers are therefore personally responsible for ensuring that products are suitable for the uses they wish to make of them.
Assignment of jurisdiction
ANY DISPUTES OF ANY KIND WHATSOEVER SHALL BE BROUGHT BEFORE THE COURTS OF RENNES, WHICH HAVE SOLE JURISDICTION.
Should any provision of these general terms of business prove partially or fully invalid, this shall not affect the validity of the other provisions.
Some photographs have been purchased from the Fotolia.com website.
Quaron S.A.S. cannot be held liable for any hypertext links to other websites since it has no control over the content of these sites.
General Terms and Conditions of Purchase
Updated on 18/02/2020 - IR08
Amendment: addition of the article « ethical and environmental responsibility »
Issued by : Quality Manager Verified by : Purchasing Department
ARTICLE I: GENERAL CONDITIONS
These General Terms & Conditions of Purchase (GTCP) shall apply to all orders of products marketed by Quaron with or without processing, to containers, packaging and transport services placed by Quaron regardless any stipulations to the contrary that may appear on the commercial documents of the Supplier.
No variation of these present conditions shall be effective unless made in writing and signed by Quaron’s purchasing Department.
ARTICLE II: SUPPLIERS AND PRODUCTS ACCREDITATION
Prior to any order, Quaron accredits its Suppliers and the quality of their products, within the framework of an accreditation scheme.
The accreditation file signed by the Supplier, authenticates the required characteristics and the technical information of the selected product that the Supplier will scrupulously respect.
The Supplier shall not make any modification whatsoever to the product and the accessories supplied or to the manufacturing process without the prior and express agreement of Quaron.
The Supplier shall seek Quaron’s prior agreement in writing at least three months before the implementation of a modification, except in the case of regulatory change or force majeure.
The Supplier shall inform Quaron of any potential legislative developments concerning the products listed in the accreditation status.
ARTICLE III: PRELIMINARY BUDGET AND MONTHLY ORDERS / EXECUTION ORDERS
In order to facilitate the organisation of the Supplier, Quaron might establish an annual budget for product quantities, which however will never constitute a firm commitment to purchase.
Only monthly or one-off orders submitted will constitute contract offers, the acceptance of which, or in the absence of an express acceptance, the beginning of performance of the contract by the Supplier, will lead to formation of the sales contract.
It is understood, however, that the Supplier will respond favourably to orders placed by Quaron throughout the entire term of the related budget.
The Supplier, therefore, undertakes to have at all times a sufficient stock of products to honour deliveries within the agreed deadlines.
The Supplier shall acknowledge receipt of each order transmitted by Quaron using the same means of
communication as used to place the order.
In the absence of a reasoned and written notice of reservation from the Supplier within 2 working days of receipt of an order, it is deemed to be accepted under the conditions indicated on the order form.
ARTICLE IV: CONFIDENTIALITY / INTELLECTUAL AND INDUSTRIAL PROPERTY
Each of the parties undertakes, on behalf of himself and of any person who acts on his behalf, not to disclose in any way whatsoever to third parties, information they would become aware of during the course of the business relationship.
In particular, the Supplier shall respect all intellectual and/or industrial property rights of Quaron and shall return without delay, at the first request of the Company, all the documents provided by Quaron on the grounds of or in relation with the performance of the present contract.
As far as Quaron branded products are concerned, it is understood that the Supplier shall refrain from making any reference to the brand concerned in its relations with third parties.
As for products manufactured on the basis of specifications defined by Quaron, the Supplier shall refrain from reusing for his own account or that of a third party the information given and technical knowledge that would have been communicated to him in that respect.
ARTICLE V: QUALITY AUDIT
Quaron may request that an audit be carried out on the Supplier’s premises or on the premises of any person acting on his behalf.
An audit report will be issued by Quaron. Any remarks and nonconformities detected during the audit will be subject to a corrective action plan by the Supplier.
If these evaluations were to reveal compliance issues with products or services, Quaron would then, be able to refuse and / or cancel all or part of the orders in process and to suspend the execution of the related contracts, without prejudice to any compensation rights that could claimed.
ARTICLE VI: DELIVERY / TRANSPORT
All deliveries shall be performed in accordance with the instructions given by Quaron in the order and / or in the frame contract in strict compliance with the accreditation file; unless specified otherwise, the deliveries will be DDP following the Incoterms 2000.
In all cases, regardless of the applicable Incoterm, the Supplier remains liable to the buyer for products damaged and any damage they may have caused.
The Supplier shall be responsible for packing the products which shall be suitable for the means of transport used and for the products carried in accordance with all statutory provisions and industry standards depending of the hazardousness of the product. When transporting food additives or ingredients, the Supplier shall use only tanks that comply with the regulations on the transport of food liquids.
Quaron will systematically refuse any non-compliant tank, charges for redirection will be at the expense of the shipper.
The Supplier shall verify the respect by the carrier of the safety instructions applicable to the products transported, the delivery instructions and the application of safety prevention plans, including the wearing of safety equipment during unloading.
The Supplier shall attach to its delivery all related delivery documents requested by Quaron, notwithstanding those required for regulatory compliance including specifications and safety data sheets.
No partial delivery shall take place without the prior and express agreement of Quaron.
The Supplier shall provide Quaron with the following documents, whether the delivery is made directly at Quaron or at one of his customers:
- Delivery note, with the exact designation, quantity, product order number and batch number;
- For dry products: certificate of conformity or product analysis;
- For liquid or solid food products: certificates of analysis of the products demonstrating their conformity with the accreditation file.
The Supplier acknowledges that, apart from reservations or claims concerning missing goods or damaged incurred during transport, Quaron is not able, upon receipt of orders to ensure the full compliance of products ordered.
ARTICLE VII: DELIVERY TIMES AND SCHEDULES
Compliance with delivery times and schedules is an essential condition of the Contract. Whenever failure to comply with deadlines and delivery times is foreseeable, the Supplier shall inform Quaron at least 48 hours before the delivery date indicated on the order. In the event of delivery failure Quaron will be entitled to cancel either partially or totally the order in progress, at the risks and cost of the Supplier.
In addition, Quaron draws the Supplier's attention to the damaging consequences of non-compliance of delivery times; it may particularly lead to a disruption of the truck flow at Quaron or at the customer, a blockage of the production of Quaron or the customer, disruptions in the unloading of trucks etc.
Thus, in case of non-compliance with delivery times, Quaron will immediately pass on any indirect costs incurred as a result of the delay, such as, in particular, the waiting time of the trucks, the immobilization of the load line, the late payment penalties applied by the customer to Quaron etc. Quaron will be allowed to retain these charges on invoices issued by the Supplier.
ARTICLE VIII: PRICES
The applicable price to all purchase orders is determined in accordance with the terms of the frame contract between the parties and/or as stated in the order. Prices changes can only be accepted in they have been notified in writing, and expressly accepted by Quaron before the order.
ARTICLE IX: PAYMENT - CURRENT ACCOUNT
- Taking into account the French regulations (LME law n ° 2008-779 of August 4th, 2008), the payment terms granted to Suppliers with a VAT FR identifier is 60 days net of the date of use of the goods. For other categories of Suppliers, the deadline is 60 days end of the month the 10th following the delivery.
Invoices will be sent in a timely manner, in order for Quaron to comply with the applicable contractual and regulatory provisions.
- A current account may be established between the parties for all their business dealings. This current account will include amounts owed to Suppliers by Quaron as well as those payable by the Supplier, in particular pursuant to Articles 5,7 and 10 of the CGAs. The current account balance will be paid by either party.
ARTICLE X: DUTIES OF THE SUPPLIER
In addition to the application of legal warranties arising from Articles 1625 et seq. of the French Civil Code, the Supplier shall deliver products that comply with the order form and with the information contained in the accreditation file, legal and regulatory provisions (including REACH) in force on the day of delivery and, for the purpose for which they are intended.
In this regard, it is stated that the Supplier agrees to comply with the laws and regulations in force applicable to products and containers and packaging associated, on the territory of manufacture, circulation and destination of orders (in principle FRANCE, unless otherwise stated in the order form).
For food additives for human or animal use, the Supplier shall supply products with a remaining minimum durability date (MDD) greater than or equal to 80% or a minimum of 10 months.
Each palletized load must have a unique batch number.
In general, the Supplier shall provide Quaron with any information he may have about the conformity of his products and packaging with the applicable legal and regulatory standards as well as any useful advice and information, in particular with regard to the evolution of the regulations and any difficulties he may be aware of concerning the products and their conditions of use, transport and storage etc.
The Supplier shall be responsible for all claims concerning the products delivered so as Quaron cannot, in any way, be concerned about it.
In general, the Supplier shall, without exception or reservation, fully indemnify Quaron and/or its beneficiaries for all direct and indirect costs, which may be incurred as a result of the products.
10.2. Products refusal
In case of nonconformity of the products and/or their packaging, Quaron will be entitled to notify their partial or total refusal.
The products will then be made available to the Supplier at his own expense and risk. Shipping costs invoiced to Quaron for the rejected products will be reinvoiced to the Supplier. In that case, Quaron will be able to withdraw or recall all or parts of the products in stock at its premises or at its customers premises, and so at the expense of the Supplier.
10.3. Traceability and samples
The Supplier shall be able to provide reasonable evidence to permit traceability of the products and raw materials used in their manufacturing.
In addition, the supplier shall keep samples of each delivery in order to be able to validate their quality until the date of minimum durability of the product if applicable or, for a period of six months following delivery.
Upon request, the Supplier shall make these samples available to Quaron or to any other authority.
10.4. Legal metrology
The Supplier shall be able to provide reasonable proof that legal metrology regulations have been implemented in all transactions.
ARTICLE XI: INSURANCE
Upon request from Quaron, the Supplier agrees to justify the subscription, the payment of the appropriate premiums, and the amount of guarantee of a Commercial Generel Liability (CGL) policy issued by a company reputedly solvent, covering damage of any kind that could result for Quaron and / or its customers in hidden defects in products’ conformity or omission or failing to advise about them.
This insurance policy shall cover withdrawal fees for Suppliers of raw materials and packaging.
ARTICLE XII : ASSIGNMENT/SUBCONTRACTING
Any assignment/subcontracting of the orders require the agreement of Quaron and the compliance with the provisions of the Law n° 75-1334 of 31.12.1975.
ARTICLE XIII: ETHICAL AND ENVIRONMENTAL RESPONSABILITY
The Supplier declares to be in compliance with environmental and social legislation and, particularly, with the relevant legal provisions, notably those concerning the environment, health, safety and labour law. The Supplier shall respond without delay to Quaron's requests concerning its vigilance duty.
The Supplier agrees to comply with the provisions of the Quaron's "Code of Conduct" and undertakes to do the same in its contractual relations with its own Suppliers and subcontractors. Quaron's Supplier Code of Conduct, Code of Ethics and CSR commitment are available on the company's website:
ARTICLE XIV: PERSONAL DATA PROTECTION:
Quaron will comply with the data protection requirements of the General Data Protection Regulation (GDPR). For more information, see Quaron personal data policy on the company’s website
ARTICLE XV: LAW AND JURISDICTION
Any dispute related to the execution of the present contract and the ensuing contracts will be governed by the French law. The Vienna Convention for the international sale of goods (CIVM) shall not apply.
The place of jurisdiction for any dispute arising from the business relationship will be le Tribunal de Commerce de RENNES, including in the event of summary proceedings, warranty claims, multiple proceedings, introduction of third parties, or incidental claims.
Privacy notice - GDPR Compliance
Updated, April 20th 2018
Protection of personal information and commitment to privacy
To make sure personal information is protected, we apply a strict privacy and security policy and raise awareness on this topic among our employees.
Personal Data collected
Personal Data may be collected because you provide it to us (for example by filling out a form on our Website), or because other people have provided this Personal Data to us (your employer), or because it is publicly available.
Purpose of the Processing
We will use your Personal Data to inform you of offers or news regarding Quaron products, services or events.
If you do not want to continue receiving any marketing materials from us, you can click on the unsubscribe function contained in the information form or send a request to : firstname.lastname@example.org
Protection of Personal Data
Quaron takes all necessary to safeguard the Personal Data of employees, customers and partners against loss, theft and misuse, as well as against unauthorized access, disclosure, alteration and destruction.
Recipients of Personal Data
Users are hereby informed that the personal data collected on this web site will only be used by Quaron and will not be disclosed to or shared with any third party for any purposes.
Principles for Processing Personal Data
Quaron strives to ensure that Personal Data in its possession is:
Collected for clearly defined, explicit and legitimate purposes, and not subsequently processed in such a way as might prove incompatible with these purposes;
Processed fairly, lawfully and transparently concerning the data subject (the individual);
Adequate, relevant and limited to what is necessary in order to achieve the purpose(s) for which it is processed (data minimization);
Accurate and, if necessary, updated;
Stored in a format allowing for the identification of the data subject(s) no longer than is necessary for the purpose(s) for which it is processed;
Processed in such a way as to guarantee appropriate security.
In the absence of any request for deletion sent to email@example.com, your Personal Data are stored on our systems for as long as is necessary for the relevant activity or operation or for any retention period as may be required by law. Upon the expiry of said period, your Personal Data will be deleted, as required by the applicable regulation.
Rights of Individuals
In compliance with European (GDPR) and French laws, every individual is entitled to exercise the following rights:
Be informed of the existence and purpose of all processing of their Personal Data;
Access their Personal Data, and request rectification or deletion of Personal Data, or the restricting of its processing;
Object to the processing as well as to request the portability of Personal Data;
Withdraw his/her consent given to Quaron at any time;
To exercise any of these above mentioned rights, or if you have any other questions about our use of your Personal Data, please send your request to firstname.lastname@example.org.
Changes to this Data Protection Policy
This Policy may be subject to further updates or changes (notably so as to comply with any new laws and/or regulations).