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Clause no. 1: Subject
The general terms and conditions of sale described below detail the rights and obligations of Panibois SAS and its customer in connection with the sale of the following goods: Pani-Moulds, Octorons, Pani-Tartes, Pani-Tourtes, Pani-Pousses, Bourriches, Pani-Sets, Pani-Bagues, boxes, trays, lids, wooden cutlery, Palines, Planchas, raffia, cocottes, made-to-measure products, all personalized or not, as well as any other item in the Panibois SAS catalog.
Panibois SAS shall not be bound by any terms and conditions other than these unless accepted in writing: all other terms and conditions contained in any other written or oral communication, including, but not limited to, customer order forms, general terms and conditions of purchase or any other commercial document, are hereby rejected, whether or not they modify these terms and conditions of sale. Thus, any service or product marketed by Panibois SAS implies the buyer's unreserved acceptance of these terms and conditions of sale.
Most products are signed with information that may include, among others: PANIBOIS brand and company information, product name, food contact logo and traceability number.
Clause no. 2: Order
An order initiated by the Customer or by a distributor is binding on Panibois SAS only after written acceptance by Panibois SAS, and then constitutes an undertaking by Panibois SAS to deliver the goods and services in accordance with the prices and these general terms and conditions of sale.
The order confirmation is sent by Panibois SAS to the customer.
An order from the customer is a firm and irrevocable commitment to accept delivery or availability of the product, as well as payment of the price in accordance with the general conditions of sale.
Clause no. 3: Prices
Goods are sold in multiples of minimum quantities and delivered in cardboard packaging.
The prices of goods sold are ex-Panibois SAS prices in force on the day the order is taken, excluding transport and insurance. They are denominated in euros and calculated exclusive of tax. Consequently, they will be increased by the VAT rate and transport costs applicable on the day the order is placed.
Panibois SAS reserves the right to modify its catalog, website, terms and conditions of sale and prices at any time. However, it undertakes to invoice the goods ordered in accordance with the general conditions of sale and the prices validated when the order is registered.
Clause no. 4: Discounts and rebates
The prices quoted include any discounts and rebates that Panibois SAS may grant on the basis of its results or the buyer's assumption of responsibility for certain services.
Clause 5: Discount
No discount will be granted for early or cash payment.
Clause no. 6: Terms of payment
Orders may be paid for by:
cheque;
bank transfer;
credit card.
Unless expressly agreed otherwise by Panibois SAS, the buyer must pay for the entire order prior to shipment.
Clause no. 7: Late payment
In the event of total or partial non-payment of the goods delivered on the day payment is due, the buyer must pay Panibois SAS a fixed indemnity of €40 for collection costs (when the collection costs incurred exceed €40, Panibois SAS may request additional compensation) and a late payment penalty equal to three times the legal interest rate.
The legal interest rate is that in force on the day of delivery of the goods.
This penalty is calculated on the amount due, inclusive of tax, and runs from the due date of the price, without the need for any prior formal notice.
In the event of late payment, Panibois SAS may also automatically refuse to honor or suspend the execution of any other order, pending full payment of the amount due, lump-sum compensation and late-payment penalties.
Clause no. 8: Resolutory clause
If, within fifteen days of the implementation of the "Late payment" clause, the purchaser has not paid the outstanding sums, the sale will be automatically cancelled and may give rise to a claim for damages against Panibois SAS.
Clause no. 9: Retention of title
Panibois SAS retains ownership of the goods sold until full payment of the price, in principal and in accessories.
In this respect, if the purchaser is the subject of receivership or liquidation proceedings, Panibois SAS reserves the right to claim, within the framework of the receivership proceedings, the goods sold and remaining unpaid.
If the purchaser resells the product in his turn, he must apply the same retention of title in his general conditions of sale.
Clause no. 10: Delivery
Delivery is made:
either by handing over the merchandise directly to the buyer on the premises of PANIBOIS SAS;
or by sending a notice of availability to the attention of the buyer;
or at the place indicated by the buyer on the order form.
The availability time indicated when the order is registered is given as an indication only and is in no way guaranteed.
Consequently, any reasonable delay in the availability or delivery of products shall not give rise to:
the award of damages;
the cancellation of the order, except in the case of clause 13.
Transport risk is borne entirely by the buyer.
In the event of a missing or damaged parcel, the purchaser must make all necessary reservations on the carrier's delivery note, in order to engage the carrier's liability. If the buyer accepts a damaged or missing parcel without reservation or with incomplete reservations, the buyer hereby releases Panibois SAS from liability for such shortages and any damage to the goods.
In the event of missing or damaged goods inside the packages, the buyer must expressly inform Panibois SAS.
All such reservations must be confirmed in writing within five days of delivery, by registered post. A photograph of the products and the packaging must be attached to any request, together with details of the traceability of the product or packaging.
Any complaint concerning products must be notified to Panibois SAS within a maximum period of 6 months after dispatch or availability in order to be taken into account by Panibois SAS. After this period, the goods will be accepted without restriction.
Clause no. 11: Conditions of use
The use of Panibois SAS products, and in particular in an oven, microwave or steam oven, must comply with Panibois SAS recommendations, including, but not limited to, maximum product temperature.
Products must be kept away from oven walls and not in direct contact with flames, embers or electrical resistances.
Never place products directly under the grill.
If blister packs or plastic film are present, remove them before placing the tray in the oven.
If using the grill, keep an eye on the products throughout the cooking phase.
Never cook above 240°C, 45 minutes.
Clause 12: Force majeure
Panibois SAS may not be held liable if the non-performance or delay in performance of any of its obligations described in these general terms and conditions of sale is due to a case
of force majeure. In this respect, force majeure is defined as any external, unforeseeable and irresistible event within the meaning of article 1148 of the French Civil Code.
Clause no. 13: Order cancellation
In the event of an order cancellation request by the purchaser, the following cancellation conditions will apply:
For purchaser-specific orders, i.e. for custom-made, non-catalogued or personalized products, the goods will be shipped and invoiced without the possibility of cancellation.
For orders of generic products and for reasonable quantities to be produced, Panibois SAS accepts cancellation of the order, until transfer of ownership, in return for a cancellation penalty of 20% of the price of the goods, excluding transport.
In the event of delivery already made or already committed to by Panibois SAS, the costs of delivery to the purchaser and of the purchaser's return are then borne entirely by the purchaser.
Clause no. 14: Personalization
An amount is invoiced to the purchaser for logo adaptation costs. This amount is invoiced once per logo used and is valid for all products.
A proof is presented to the customer for validation. In the event of a request for modification, a maximum of 3 versions will be presented to the customer. Any additional request will give rise to a supplementary charge.
Any modification of the logo or new personalization will be subject to the invoicing of new logo adaptation costs.
For each personalized product, Panibois SAS will invoice an additional price related to this personalization. Given the living nature of the material, Panibois cannot commit to producing the exact quantity of personalized finished products requested, but will endeavor to produce a quantity very close to that. It therefore reserves the right to supplement any missing products with neutral products, or if necessary, to add any excess personalized products to the box. Panibois SAS will then adjust the invoice to take account of these modifications, at the customer's request, or for adjustments exceeding 0.5% of the total value.
The personalization of a product is irreversible, and thus makes this product dedicated to the customer.
Clause n° 15: Dedicated stock
The customer may ask Panibois SAS to keep a permanent stock of dedicated products (specific or personalized), in order to limit delivery times. Panibois SAS reserves the right to refuse without justification. In the event of acceptance, the customer is committed by his request to taking back all the stock produced, within 6 months of its production, and under the conditions then in force.
Clause no. 16: Competent court
Any dispute relating to the interpretation and execution of these general terms and conditions of sale is subject to French law.
Failing amicable resolution, the dispute will be referred to the Orléans Commercial Court.
If any provision of these general terms and conditions of sale is held to be invalid, void, illegal or unenforceable for any reason whatsoever, this shall not affect the validity of the remaining provisions of these general terms and conditions of sale.
