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The contractual relations between Aromeya Company and the client are governed by the following general terms and conditions. Aromeya is a company specializing in essential and vegetable oils in Madagascar.
1 – General provisions
1.1 These general terms and conditions of sale (GTC) apply in their entirety to any order placed by the client with the seller, with the order implying the client’s unconditional acceptance of the GTC. They take precedence over any other document exchanged between the parties, including the client’s general terms of purchase, regardless of when such a document may have come to the seller’s attention. Any specific condition that deviates from or adds to the GTC must be the subject of prior written acceptance by the seller. The information provided in the seller’s catalogs, brochures, price lists, or any other advertising materials is for informational purposes only and is not binding on the seller, who reserves the right to modify them at any time.
1.2 Aromeya reserves the right to modify these general terms and conditions in the event of unforeseeable changes that Aromeya has not initiated and over which Aromeya has no influence, and that significantly disrupt the existing equivalence relationship at the time of contract conclusion, to the extent that it is reasonable for the client. The client will be immediately informed of the modifications. The modified general terms and conditions will be sent to the client, highlighting the modified passages. This may also be done by email. If the client does not object to the modified general terms and conditions within six weeks of receiving the notification, they are deemed to have been approved and will also apply to existing contracts. The client will be separately informed in the notification of the change.
2 – Offer and order
2.1 All offers from Aromeya are subject to change and non-binding, unless expressly marked as binding. Offers should be understood only as an invitation for the client to submit an offer to Aromeya. Information provided by Aromeya regarding dimensions, weights, technical data, etc., as well as representations and images, especially on Aromeya’s website or in catalogs or brochures, is also non-binding unless contractually agreed otherwise. The illustrations do not constitute a quality guarantee but serve only for description or identification. Usual deviations and those resulting from legal regulations or technical progress are permissible as long as they do not impair the utility for the contractually agreed purpose and are reasonable for the client.
2.2 In principle, once accepted, no order can be canceled or modified by the client without the prior written consent of the seller, provided that the conditions for compensation against any loss or damage caused by such cancellation, including the loss of margin, are met. Furthermore, any deposit already paid will remain with the seller.
2.3 Aromeya retains ownership or copyright over all offers and cost estimates, as well as other documents made available to the client, unless otherwise agreed regarding the transfer of ownership or corresponding rights. The client may not make these documents available to third parties, reproduce them, disclose them, or use them either personally or through third parties without Aromeya’s consent. The client is obliged to return these documents to the company upon request and to destroy any copies made if they are no longer needed in the course of the business relationship.
3 – Prices and payment terms
3.1 All prices are in Euros ex works (Incoterms 2012), including packaging, shipping costs, and legal sales tax, for export deliveries.
3.2 Prices are those in effect on the day of receiving the order. They are understood to be exclusive of taxes, ex works, unless otherwise expressly stated in writing.
3.3 Payment terms cannot be delayed, and no deductions can be made by the client, even in case of dispute. In case of non-payment of a single invoice or a single bill at its due date, all other current invoices or bills become immediately due, regardless of any previously agreed conditions. Non-payment also gives the seller the right to demand cash payment before shipment for any new supplies and allows the seller to cancel orders or contracts of the defaulting client without compensation, without prejudice to any other legal remedies.
3.4 Payment is made by bank transfer.
4 – Delivery
4.1 All deliveries are ex works (Incoterms 2012). Thus, all transport, insurance, customs, and handling operations are at the expense, risk, and peril of the client. Risks are transferred to the client upon making the goods available, without prejudice to the seller’s right to invoke the benefit of the reservation of ownership clause provided for in Article 8 of these GTC. Delivery times are given as an indication. Failure to meet them can in no case justify the cancellation of the order or entitle the client to penalties or damages.
4.2 Regardless of its rights in case of the client’s delay, Aromeya may request an extension of the delivery and performance deadlines for the period during which the client has not fulfilled its contractual obligations.
5 – Claims – Disputes
5.1 It is the client’s responsibility to check shipments upon arrival and, if necessary, to take action against carriers. In addition, the client must inspect the goods upon delivery, with this inspection focusing on quality, quantities, references of the goods, and their compliance with the order. No claims will be considered after the use of the goods or after thirty days from the date of availability of the goods. Furthermore, any legal action by the client must be initiated, at the latest, within one year from the invoice date. Beyond this period, the action will be time-barred.
5.2 In the case of defective goods, the warranty, valid for one month from the invoice date, consists, at the seller’s discretion, of replacement or refund of the defective goods, excluding any other compensation or legal remedy. No merchandise may be returned without prior agreement from the seller. It is the client’s responsibility to provide the seller with any justification regarding the existence of observed defects. Excluded are defects or damage caused by (i) mishandling or improper storage of the merchandise, (ii) subjecting the merchandise to abnormal conditions (mechanical, electrical, thermal, humidity, radiation, hygrometric, etc.), or (iii) interaction with a third-party or external product or substance.
5.3 In general, the seller’s liability is strictly limited to the value of the concerned goods. Under no circumstances will the seller be obligated to compensate for indirect damages, including but not limited to loss of business, profit, or anticipated gain.
6 – Destination of goods and chemical compatibility
6.1 The client is exclusively responsible for the marketing of the finished product incorporating the goods sold by the seller under these terms. The client is responsible for the implementation of the goods under normal and foreseeable conditions of use and in accordance with applicable regulations. In particular, it is the client’s responsibility to verify the suitability of the goods for their needs, especially for their intended use.
6.2 The client ensures the compatibility of the intended destination with the goods and the chemical compatibility of the goods with the intended content by conducting appropriate tests, including in coordination with and with the authorization of the relevant regulatory authorities in accordance with applicable regulations.
7 – Force majeure
7.1 The seller will be automatically released from any potential commitments related to order fulfillment in cases of force majeure, including but not limited to strikes, fire, explosion, floods, serious accidents, earthquakes, or the occurrence of any other events beyond the seller’s control, including difficulties in the supply of raw materials or parts, or changes in applicable regulations.
7.2 Aromeya will inform its clients in writing or by text in a timely manner (a) if, for reasons not attributable to it, Aromeya does not provide correct or timely deliveries or services from our part for the provision of the service or contractual delivery from subcontractors, even though Aromeya has provided storage according to the quantities, qualities, and deadlines agreed with the client before the conclusion of the contract with the client, or (b) in the event of significant force majeure, defined as lasting more than two weeks.
7.3 Aromeya will inform the client if the obstacle to performance no longer exists. If a binding delivery and/or performance date or a binding delivery and/or performance period is agreed upon and the agreed delivery date or the agreed delivery period is exceeded due to events in accordance with the previous paragraph, the client is entitled, after the unsuccessful expiry of a reasonable grace period due to the unfulfilled withdrawal from the contract. Any other claims of the client, especially those for damages, are excluded in this case.
8 – Retention of title – Transfert of risk
8.1 The seller reserves ownership of the goods until full payment of their price in principal and interest. In case of non-payment of the price by the agreed due date, the seller may take back the goods. The seller may terminate the sale by operation of law, and any advances already paid will remain with the seller. However, the client will become responsible for the goods upon their physical delivery. Therefore, the client commits to taking out insurance covering the risks of loss, theft, or destruction of the goods.
8.2 The client is authorized to process and sell goods subject to retention of title in the normal course of its business until the event of realization. Pledging and assignment as collateral are not allowed.
9 – Intellectual property rights – Confidentiality
9.1 The sale of goods under these GTC shall not be interpreted as including any transfer or license of the seller’s intellectual property rights relating to the goods, or any improvements, even made in the course of order execution. The client acknowledges that all information and documentation, of any nature, that the seller may communicate for the purpose of executing an order are and remain the exclusive property of the seller and must remain strictly confidential. The client undertakes to protect this information and documentation and to keep them strictly confidential, so that they are not used by the client for its own needs outside the execution of the order or disclosed directly or indirectly to any third parties not authorized by the seller.
9.2 The seller shall not be held liable in any form whatsoever for the realization of a specific manufacturing, at the client’s request, requiring the use of patents or registered designs unless the client has informed the seller of the existence of these patents or designs. The client warrants that its specifications and implementation conditions do not in any way involve the use of intellectual property rights or know-how held by a third party. The client declares that it can freely dispose of them without violating any legal or contractual provision. The client indemnifies the seller against the direct or indirect consequences of any action based in particular on infringement or unfair competition.
10 – Applicable law – Competent court
Any order placed under these GTC is governed by the law. For all disputes concerning the execution of the order, it is expressly agreed that only the commercial court of Antsirabe, Madagascar, shall have jurisdiction, including in the case of summary proceedings or interim relief or in the case of multiple defendants or third-party claims.