GENERAL TERMS AND CONDITIONS – LALLEMAND PORTUGAL S.A

  1. These General Terms and Conditions of Sale (the “GTC”) govern the sale and delivery of all products (the “Goods”) and/or services from or on behalf of the Lallemand Group entity LALLEMAND PORTUGAL S.A., named as the seller in the relevant order (“LALLEMAND” or the “Seller”), to the Buyer.
  2. In the event of any discrepancy between these GTC and any supply agreement in force between Buyer and Seller or any other general terms and conditions of sale applicable specifically to a particular Lallemand business unit, the provisions of the supply agreement or the general terms and conditions of sale specific to the business unit shall prevail.
  3. The GTC shall be deemed to have been accepted by the Purchaser if the Purchaser does not object in writing within 7 days of receipt of the acceptance of any order by LALLEMAND.
  4. These GTC supersede any and all prior oral or written price quotations, communications, agreements and understandings of the Parties relating to the sale and delivery of the Goods and/or services and supersede any and all terms and conditions of any order placed by Buyer and any other terms and conditions of Buyer. These GTC may only be modified or waived by a duly executed written agreement between LALLEMAND and Buyer.
  5. Any electronic communication between LALLEMAND and the Purchaser shall be deemed to be a “writing” and/or “in writing”. The electronic communication system used by LALLEMAND shall be the only proof of receipt of such electronic communication, its content and the agreed delivery dates.
  6. Orders are only considered binding when accepted in writing by LALLEMAND. LALLEMAND may refuse an order without reason.

Price

  1. The prices and currencies of LALLEMAND goods are indicated in the LALLEMAND commercial offer. Unless otherwise agreed, LALLEMAND’s prices include standard packaging but do not include Value Added Tax or any other tax. The amount of taxes levied in connection with the sale of the Goods shall be paid by Buyer and shall be added separately to each invoice or invoiced separately by LALLEMAND to Buyer.
  2. LALLEMAND is entitled to increase the price of the Goods still to be delivered if any of the elements of the cost price have been subject to an increase. These elements include, but are not limited to: raw and auxiliary materials, energy, products supplied to LALLEMAND by third parties, wages, social charges, contributions, government charges, transportation costs and insurance premiums. LALLEMAND shall notify the Purchaser of such price increases.

Payment

  1. Invoices must be paid to LALLEMAND at the exchange rate in force on the date of the invoice. Any additional charges related to payment shall be borne by the buyer.
  2. The conditions granted for payment of an invoice shall be considered as a final deadline. LALLEMAND may, without prejudice to any other rights, charge interest which shall accrue on all outstanding amounts, whether for the purchase price or otherwise, at the rate of EURIBOR 12 months +6% calculated monthly on all outstanding amounts until fully paid. All costs incurred by LALLEMAND in collecting any outstanding invoice shall be reimbursed by the Purchaser. In the event of late payment of an order, LALLEMAND may postpone delivery of any other order until the price of the goods has been paid in full.
  3. LALLEMAND PORTUGAL, S.A. reserves the right to set a credit limit for each customer and to make deliveries subject to this limit and/or the presentation of a sufficient payment guarantee. In the event of late payment or payment incidents, LALLEMAND PORTUGAL, S.A. shall be entitled to recover the unpaid goods and/or take any legal action to which it may be entitled. LALLEMAND PORTUGAL, S.A. reserves the right to claim the costs of legal proceedings, in particular the costs of injunctions and lawyers’ fees.
  4. Any claim relating to an invoice must be notified in writing to LALLEMAND within 8 days of the invoice date. After this period, the Purchaser shall be deemed to have accepted said invoice.

Delivery and reception

  1. The delivery time or dates indicated on any invoice are indicative and are not determinative. LALLEMAND shall not be liable for any delay in delivery whatsoever. Delay in delivery of any Goods shall not relieve the Buyer of its obligation to accept delivery and pay the invoice. Deviations in the quantities of Goods delivered from that indicated in LALLEMAND’s order confirmation shall not entitle the Buyer to refuse the Goods.
  2. The forwarder chosen by LALLEMAND in accordance with the incoterms applicable to the sale shall be deemed to be acting on behalf of the Buyer. If damage is found upon delivery of the goods, no recourse may be taken against LALLEMAND.

Inspection and compliance with specifications

  1. At the time of delivery and during the handling, use, processing, transportation, storage or sale of the Goods, the Buyer shall inspect the Goods and ensure that the Goods delivered comply with all contractual requirements.
  2. The Customer must examine the Products as soon as possible after receipt to check that they conform to the type of Product ordered and that there are no apparent or hidden defects in them. In any case, upon receipt of the Products, the Customer shall have a period of 24 hours to complain to LALLEMAND PORTUGAL, S.A. about any difference in type between the Products delivered and those ordered or about the existence of an apparent defect therein. If the Customer detects a possible internal or non-apparent defect in the Products, the deadline for the Customer to complain to LALLEMAND PORTUGAL, S.A. is 7 days after receipt. LALLEMAND PORTUGAL, S.A. will not accept any claim received after the expiry of the aforementioned deadlines.
  3. Determination of the conformity of the delivered Goods with the agreed specifications as indicated in LALLEMAND’s commercial offer or, in the absence of agreed specifications, with the most recent specifications approved by LALLEMAND at the time of delivery of the Goods (the “Specifications”), shall be made exclusively by analysis of the samples or records kept by LALLEMAND and taken from the production batches or series in which the Goods were produced, in accordance with the methods of analysis used by LALLEMAND. Goods which are returned to LALLEMAND by order of LALLEMAND shall be returned to LALLEMAND at the Buyer’s risk and expense, at the destination indicated by LALLEMAND.
  4. If the Customer’s complaint is justified and received in due time, LALLEMAND shall have the sole and exclusive obligation to replace the defective Products with others that replace them, and shall not be liable for any damage or loss that may arise for the Customer from the delay or non-delivery of compliant Products, including loss of profits, loss of production or profits, in accordance with the provisions of Condition 25 below.
  5. Defects in parts of the goods do not entitle the Buyer to refuse delivery of the entire order. Any claims shall not affect the Buyer’s payment obligation. Upon receipt of a notification of defect, LALLEMAND shall be entitled to suspend all further deliveries until the claims have been proven to be unfounded and/or refuted or until the defect has been fully remedied.

Transfer of risk and ownership

  1. The risks relating to the goods are transferred to the buyer in accordance with the applicable terms of sale.
  2. Goods whose delivery is delayed pending payment by the buyer, as well as goods whose delivery is refused or not accepted by the buyer without justifiable reason, are retained and stored by LALLEMAND at the buyer’s risk.
  3. The goods shall remain the property of LALLEMAND until the purchase price of the goods has been paid in full, including all applicable fees such as interest, charges, etc.

 Guarantee

  1. LALLEMAND warrants exclusively that the Goods will conform to the Specifications on the date of delivery. If and to the extent that the Goods do not comply with such warranty, as determined pursuant to articles 16 and 17 of these GTC, LALLEMAND may, at its option, within a reasonable time, replace the Goods at no charge to Buyer, or issue a credit note for such Goods in the amount of the original invoice. LALLEMAND’s obligation is thus limited to the replacement of the Goods or the issue of a credit note for the Goods.
  2. LALLEMAND’s replacement or credit obligation is contingent upon LALLEMAND’s receipt of timely notice of any alleged non-conformity and, if applicable, return of the Goods pursuant to article 15 of these GTC. The foregoing warranty is exclusive and in lieu of all other express, implied, statutory or any other representations, conditions or terms, including, without limitation, any warranty of merchantability, fitness for any other purpose and/or infringement of any claim in any intellectual property right covering the Goods.

Limitation of liability and compensation

  1. LALLEMAND’s liability for any and all claims for damages arising out of or in connection with the Products and their use shall in no event exceed the sum of Buyer’s payments for the Products that are subject to the claim. In no event shall LALLEMAND be liable to Buyer or any other person for any special, incidental, indirect or punitive damages, losses, costs or expenses of any kind, including, without limitation, damages based on loss of goodwill, loss of sales or profits, loss of image, work stoppage, failure of production, impairment of other Goods or otherwise, and whether arising out of or in connection with breach of warranty, breach of contract, misrepresentation, negligence or otherwise.
  2. Buyer shall indemnify and hold harmless LALLEMAND and its affiliates, officers, directors, agents and employees against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), suit, claim, demand, judgment and prosecution, whether based on civil, statutory or criminal liability of any third party or any regulatory authority, arising out of:  (i) Buyer’s failure to comply with applicable laws and regulations; or (ii) the sale, marketing, distribution, promotion, storage, handling of the Goods by Buyer or its affiliates or its own distributors; or (iii) the wrongful acts or omissions of Buyer, its suppliers, subcontractors, agents, servants or employees; or (iv) any claim made by Buyer for packaging and promotional material related to the Goods or any finished product made from or containing the Goods.

Force majeure

  1. The period of time during which any party is prevented or delayed in the performance or fulfillment of any obligation, excluding payment obligations, due to unavoidable delays caused by a case of force majeure, shall be added to that party’s delay in the performance thereof, and that party shall have no liability therefor, provided that the party affected by a case of force majeure promptly notifies the other party, together with competent evidence of the occurrence of the event affecting its performance. The affected party shall also notify the other party in writing within fifteen (15) days of the cessation of the force majeure condition. If the force majeure situation persists for more than three (3) months from the date of its occurrence, either party may terminate the order by notifying the other party in writing.

Resignation

  1. The failure or delay by either party to exercise any rights, privileges, remedies or powers under these GTC shall not constitute a waiver of such rights, privileges, remedies or powers.

Termination of provision

  1. In the event that any provision of these T&Cs is declared illegal, invalid or otherwise unenforceable, that provision shall be reformed, if possible, or otherwise deleted, and the remaining provisions of these T&Cs shall not be affected.

Intellectual property

  1. All intellectual property and regulatory files relating to the Products are the exclusive property of LALLEMAND.

Personal data

  1. Since some personal data of a Buyer, a natural person, is necessary to process orders and manage the business relationship, by placing an order with LALLEMAND, the customer gives their consent to the processing of the personal data they disclose to LALLEMAND. The buyer can withdraw their consent at any time. The data communicated is stored in LALLEMAND’s customer file and LALLEMAND has implemented appropriate technical and organizational measures to ensure the protection of the personal data under its control. In accordance with applicable laws and regulations, the customer has the right of access, rectification, erasure, restriction of processing, objection, opposition and data portability of their personal data, which was collected to process the order and manage the business relationship. If the natural person wishes to exercise any of their rights, they must send a letter with proof of identity (a copy of their ID) to the person responsible for processing with the following name and address: privacy-corporate@lallemand.com

Applicable legislation and dispute resolution

  1. These Conditions are governed by the law of the country in which the Seller is established. The application of the United Nations Convention on Contracts for the International Sale of Goods, signed in Vienna on April 11, 1980 (Treaty Series 1981, 184 and 1986, 61) is excluded. Any question arising out of or in connection with the GTC, and all questions concerning the validity and construction thereof, shall be determined in accordance with the laws of that jurisdiction, without regard to its conflict of laws principles.
  2. In the event of any dispute, controversy or claim arising out of or relating to the GCS, the parties shall attempt in good faith to promptly resolve such dispute through negotiation between officers having authority to resolve such disputes. If, however, the parties are unable to resolve such dispute within sixty (60) days through negotiation as described above, the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of the city in which Seller is domiciled.
© 2024 Lallemand Inc.