General Terms and Conditions of Sale Eurovanille
1. General Provisions
These general terms and conditions of sale (hereinafter the “GTC”) shall govern the sale of products (hereinafter the “Products”) by Eurovanille (hereinafter “Eurovanille”) to any business customer (hereinafter the “Customer”). They shall constitute the sole basis for commercial negotiations in accordance with the French Commercial Code. Any order placed with Eurovanille shall imply the Customer’s full and unconditional acceptance of these GTC, to the exclusion of any other document issued by the Customer, unless expressly agreed otherwise by Eurovanille. Eurovanille reserves the right to amend the GTC at any time. The applicable GTC shall be those in force on the date of the order.
2. Order
Orders shall become final upon express confirmation by Eurovanille. Any order placed by the Customer shall be binding and may not be amended or cancelled without Eurovanille’s prior written consent. The Customer shall bear all costs incurred as a result of the cancellation or amendment of the order.
3. Prices
Prices and their period of validity shall be communicated prior to any order. Unless otherwise agreed, prices shall be expressed in Euros, inclusive of packaging, ex-works and exclusive of tax. The applicable price shall be the price in force on the delivery date agreed between the Parties. Eurovanille reserves the right to amend the prices of the Products at any time, subject to reasonable prior notice being given to the Customer.
4. Payment
An invoice shall be issued for each delivery of Products. The first order from any new Customer shall be payable by bank transfer upon placement of the order. Subject to a valid credit guarantee granted by Eurovanille’s insurer, the applicable payment terms shall be those stated on the invoice. In the absence of any specific terms, invoices shall be payable within thirty (30) days from the date of issue. In the event of late payment, interest shall automatically accrue at a rate equal to three (3) times the statutory interest rate, payable from the day following the due date, together with a fixed compensation of €40 for recovery costs. Any delay in payment may result in the suspension of ongoing deliveries and the immediate payment of all outstanding sums. Unless otherwise agreed in writing by Eurovanille, the Customer shall pay all sums due without any deduction or set off. Eurovanille shall retain title to the delivered Products until full payment of the price by the Customer.
5. Delivery
Products shall be delivered in accordance with the Incoterm® 2020 specified in the order and/or invoice. If not specified, deliveries are deemed to have been made under Incoterm® EXW (Ex Works) – Gouy-Saint-André. Delivery times are indicative and not contractually binding. Eurovanille shall not be held liable for delays caused by circumstances beyond its control, in particular force majeure, transport, customs or local regulations. In the event of a foreseeable delay, Eurovanille shall inform the Customer within a reasonable timeframe. Any delay in delivery shall not give rise to damages, compensation, or penalties, nor shall such delay justify the cancellation of or refusal to accept the order.
6. Transfer of risk
The transfer of risk of the Products shall take place in accordance with the Incoterm® 2020 agreed by the Parties.
7. Complaints / Product returns
Upon receipt, the Customer shall verify that the Products comply with the order and that there are no apparent defects. Any claim must be notified to Eurovanille within eight (8) days of the delivery date to the following address: quality@eurovanille.com. Beyond this period, the Products shall be considered fully accepted. Notwithstanding the foregoing, in the event of damage, loss or defect occurring during transport, the Customer must make the reservations with the carrier and inform Eurovanille within three (3) working days of receipt. The Products are covered by a warranty from their date of manufacture until their “Best Before Date” (BBD), as indicated in the technical data sheets, provided that they have been stored, handled and used in accordance with Eurovanille’s recommendations. This warranty shall cover hidden defects and manufacturing defaults rendering the Products non-compliant. If contradictory inspection between the Parties confirms that the Products are non-compliant, Eurovanille may, at its sole discretion, replace the Products or cancel the order and refund the Customer. No Products may be returned without Eurovanille’s prior written consent. Return costs shall be borne by Eurovanille only in the event of non-conformity of the Products.
8. Labels – Regulatory compliance
Eurovanille is liable for the compliance of the labelling of Products marketed under its own brands, as placed on the market in the United States. The Customer shall be responsible for ensuring that the labelling of the Products complies with the regulations applicable in the country of import or sale. The Customer shall also be responsible for any translation into a language other than English, as well as for any modification, addition or deletion made by the Customer to the labelling. For Products sold under its own brands, the Customer is solely responsible for the compliance of the labelling.
9. Intellectual Property
The Customer acknowledges that all intellectual property rights and know-how relating to the Products supplied by Eurovanille, including, in particular trademarks, logos, recipes and any other element associated with the Products, whether or not protected by intellectual property rights, shall remain the exclusive property of Eurovanille. The Customer shall acquire no rights of ownership in respect of such elements. Any reproduction or use of the visuals of the Products supplied by Eurovanille to the Customer is subject to Eurovanille’s prior written consent and shall be strictly limited to the purposes of promoting and marketing the Products.
10. Liability
Eurovanille’s liability, for any cause whatsoever, is limited to the total amount, excluding taxes, of the order given rise to the claim. Eurovanille shall in no event be held liable for any consequential or indirect damages, including but not limited to loss of turnover, profit margin, customers, or business operations.
11. Withdrawal/Recall
The Customer shall not undertake any withdrawal and/or recall of the Products without prior consultation with and agreement from Eurovanille.
12. Force majeure
Neither Party shall be held liable for any delay or failure to perform its obligations in the event of a force majeure event within the meaning of Article 1218 of the Civil Code. Such events shall include, in particular, natural disasters, fires, pandemics, strikes, supply disruptions, raw material shortages, production incidents, transport disruptions, or any external, unforeseeable and unavoidable event. The performance of obligations shall be suspended for the duration of such event without liability for Eurovanille.
13. Termination
In the event of a failure by the Customer to fulfil any of its obligations, Eurovanille may immediately suspend the performance of ongoing obligations. If such failure is not remedied within fifteen (15) days following formal notice, Eurovanille may terminate the commercial relationship as of right, without prejudice to any claim for damages.
14. Confidentiality
The Parties shall keep strictly confidential any information exchanged in the course of their business relationship and shall not disclose or use such information for any purpose other than the performance of the contract. Confidential information shall be returned or destroyed upon request. This obligation shall remain in force for the duration of the contract and for a period of 5 years following its termination. Any breach of this obligation may result in the liability of the defaulting party.
15. Personal data
During their relationship, Eurovanille and the Customer may collect personal data about each other and/or their respective employees. Such processing shall be carried out in particular, for the purpose of managing the business relationship. Eurovanille and the Customer undertake to process personal data in compliance with applicable data protection laws, in particular the General Data Protection Regulation No. 2016/679 of 27 April 2016 (referred to as the “GDPR”). Any data subject may exercise their rights of access, rectification, erasure, restriction of processing or objection by sending their request to the following email address: digital@eurovanille.com.
16. Export Controls / Anti-Corruption
The Customer shall comply with all applicable regulations relating to anti-corruption, export controls and economic sanctions, in particular those enacted by the United Nations, the European Union and any applicable national legislation. The Customer shall not sell, export, re-export or transfer the Products, directly or indirectly, in breach of such regulations. The Customer shall indemnify Eurovanille against any liability arising from a breach of these obligations.
17. Disputes
These T&Cs are governed by French law. In the absence of an amicable settlement, any dispute relating to these T&Cs and/or the commercial relationship shall be finally settled in accordance with the Rules of Arbitration of the International Chamber of Commerce in Paris.
The law applicable to the substance of the dispute shall be French law. The arbitral award shall be final and binding on the parties who undertake to comply with it without delay. The parties expressly agree that the Vienna Convention on the International Sale of Goods (CISG) is excluded in its entirety from the application of these T&Cs.
Version May 2026 – Eurovanille Inc