BioTaste | General Conditions of Sale

Article 1 — Identification of the seller

Article 2 — Scope of application and opposability

These General Terms and Conditions apply to any order placed on the website www.biogout.com or by any other commercial channel (order form, e-mail,telephone) between Proforma Tropical and a professional client.

They take precedence over any document emanating from the buyer, in particular over his own general conditions of purchase, unless there is an express and written derogation agreement signed by an authorized representative of Proforma Tropical.

Placing an order implies full acceptance of these General Terms and Conditions. Proforma Tropical reserves the right to modify them at any time; the applicable version is that in force on the date of the order.

Article 3 — Products

The products offered are organic and conventional food ingredients for professional use (processing, catering, distribution). The essential characteristics of each product (name, origin, packaging, net weight, certifications) are described on the product sheets on the site or in the technical sheets sent on request.

Proforma Tropical reserves the right to modify the composition of its catalog at any time, without this giving rise to any right to compensation for the buyer. The photographs and visuals are provided for illustrative purposes and have no contractual value.

Article 4 — Prices and VAT

Prices are expressed in euros, excluding taxes (HT), excluding delivery costs. The applicable VAT is that in force on the day of invoicing. For intra-community customers outside France with a valid VAT number, sales can be made VAT-exempt subject to prior communication of the intra-community VAT number.

Proforma Tropical reserves the right to modify its prices at any time. Orders are invoiced at the price in effect on the day the order is validated.

Article 5 — Formation and confirmation of the order

Any order placed on the site or through any other channel is firm and final upon receipt by Proforma Tropical of a written confirmation (automatic confirmation email, accepted order form or signed quote).

Proforma Tropical reserves the right to refuse any order for legitimate reasons, particularly in the event of exceeded outstanding amounts, ongoing litigation, suspicion of fraud or unavailability of the product.

Any modification or cancellation of an order after confirmation is only accepted by the express agreement of Proforma Tropical and may give rise to the invoicing of management or cancellation fees.

Article 6 — Payment conditions

Payment is due in full upon ordering. No payment deadline is granted. The means of payment accepted are exclusively: bank card, PayPal, Stripe and bank transfer . Bank details are provided on the pro forma invoice sent upon validation of the order.

Any late payment automatically entails, without prior notice:

• The application of late payment interest at the rate of three times the legal interest rate in force, calculated per day of delay on the amount including tax due.
• A fixed compensation for recovery costs of €40 per unpaid invoice, in accordance with article D. 441-5 of the Commercial Code.
• The possibility for Proforma Tropical to immediately suspend any order in progress without prejudice to any other legal remedy.

No discount is granted for early payment, unless otherwise stated on the invoice or quote.

Article 7 — Delivery and transfer of risk

The complete delivery terms are described in the Delivery Conditions published on the site, which form an integral part of these General Terms and Conditions.

The risks linked to the goods are transferred to the buyer upon delivery of the products to the carrier. Ownership of the goods is transferred to the buyer after full payment of the price, in accordance with the retention of title clause below.

Article 8 — Retention of title clause

Proforma Tropical retains full ownership of the goods delivered until full payment of the price in principal and interest. In the event of non-payment, Proforma Tropical reserves the right to take back the goods, the costs of taking them back being the responsibility of the buyer. The buyer undertakes not to resell, transform or incorporate the products before full payment, unless expressly authorized by Proforma Tropical.

Article 9 — Reception, verification and complaints

The professional buyer is required to check the goods upon receipt. Any reservation relating to the condition of the packages must be expressed on the delivery note and confirmed to the carrier by registered letter within 3 working days following delivery (article L. 133-3 of the Commercial Code).

Any complaint relating to a shortage, non-conformity or apparent defect must be sent in writing to commercial@biogout.com within 8 working days following receipt, accompanied by photographs and the order number.

After this period, no complaints will be admissible. Return of goods without prior written agreement from Proforma Tropical will not be accepted.

Article 10 — Warranties and limitation of responsibility

BioGoût products comply with French and European regulations applicable to foodstuffs intended for professionals. The technical sheets and analysis certificates available on request constitute the contractual quality reference.

Proforma Tropical cannot be held liable for use of the products not in accordance with their intended purpose, for inadequate processing or assembly carried out by the buyer, nor for any indirect damage (operating loss, loss of profit, damage to image).

In any event, Proforma Tropical's liability is capped at the amount excluding taxes of the order concerned.

Article 11 — Force majeure

Proforma Tropical cannot be held responsible for the total or partial non-performance of its obligations in the event of force majeure within the meaning of article 1218 of the Civil Code, in particular: natural disaster, epidemic, general strike, fire, failure of transport or telecommunications networks, unforeseeable government or regulatory decision. Proforma Tropical will inform the buyer as soon as possible and the parties will seek a suitable solution in good faith.

Article 12 — Personal data

Personal data collected as part of the commercial relationship is processed in accordance with Regulation (EU) 2016/679 (GDPR) and Proforma Tropical's privacy policy, available on the site. They are used exclusively for the purposes of customer relationship management, billing and, with consent, commercial communication. DPO contact: rgpd@biogout.com .

Article 13 — Applicable law and attribution of jurisdiction

These General Terms and Conditions are subject to French law. In the event of a dispute relating to their interpretation or execution, the parties undertake to seek an amicable solution within 30 days from notification of the dispute by registered letter.

In the absence of an amicable resolution, the Meaux Commercial Court will have sole jurisdiction , notwithstanding multiple defendants or warranty claims, including for emergency or precautionary procedures.