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The contractual relationship between Aromeya and its clients is governed by the following general terms and conditions. Aromeya is a company based in Madagascar, specializing in essential and vegetable oils.
1 – General provisions
1.1 These General Terms and Conditions of Sale (GTC) apply in full to any order placed by the client with the seller. Placing an order constitutes the client’s unconditional acceptance of the GTC. These terms take precedence over any other document exchanged between the parties, including the client’s general terms of purchase, regardless of when such documents are brought to the seller’s attention. Any specific conditions that deviate from or supplement the GTC must be expressly accepted in writing by the seller in advance. Information contained in the seller’s catalogs, brochures, price lists, or other promotional materials is provided for informational purposes only and is not contractually binding. The seller reserves the right to modify such information at any time.
1.2 Aromeya reserves the right to amend these General Terms and Conditions in the event of unforeseeable circumstances beyond its control and not initiated by Aromeya, which significantly alter the contractual balance existing at the time of conclusion of the agreement—provided such changes are reasonable for the client. The client will be promptly notified of any modifications. The updated General Terms and Conditions, with changes clearly highlighted, will be sent to the client and may also be communicated by email. If the client does not object in writing within six (6) weeks of receiving the notification, the modifications will be deemed accepted and will apply to both future and existing contracts. The client will be specifically informed of this six-week objection period in the modification notice.
2 – Offer and order
2.1 All offers made by Aromeya are non-binding and subject to change, unless expressly stated otherwise in writing. Such offers are to be understood solely as an invitation for the client to submit a purchase offer to Aromeya. Any information provided by Aromeya—such as dimensions, weights, technical specifications, illustrations, or images, particularly those found on its website, in catalogs, or in brochures—is non-binding unless explicitly included in a contractual agreement. These visual materials are provided for descriptive or identification purposes only and do not constitute a guarantee of specific qualities. Standard deviations, as well as those resulting from legal requirements or technological progress, are permissible as long as they do not impair the suitability of the goods for their contractually agreed purpose and remain reasonable for the client.
2.2 Once accepted, an order may not be canceled or modified by the client without the prior written consent of the seller. Such consent is conditional on the client compensating the seller for any resulting loss or damage, including lost profit or margin. In all cases, any deposit already paid shall remain with the seller and will not be refunded.
2.3 Aromeya retains ownership and copyright over all offers, cost estimates, and related documentation provided to the client, unless otherwise agreed in writing regarding the transfer of ownership or intellectual property rights. These documents may not be shared with third parties, reproduced, disclosed, or used—whether directly by the client or indirectly through third parties—without Aromeya’s prior written consent. The client is required to return such documents to Aromeya upon request and to destroy any copies made if they are no longer needed for the business relationship.
3 – Prices and payment terms
3.1 All prices are quoted in euros, ex works (Incoterms 2012), and apply to export deliveries. Unless otherwise stated, prices include packaging but exclude shipping costs and applicable taxes, including VAT.
3.2 The applicable prices are those in effect on the date the order is received. Prices are considered exclusive of taxes and are quoted ex works, unless expressly agreed otherwise in writing.
3.3 Payment terms are firm and may not be postponed. No deductions, offsets, or withholdings by the client are permitted, even in the event of a dispute. In the event of non-payment of any single invoice or bill by its due date, all other outstanding amounts—regardless of any previously agreed terms—shall become immediately due. Non-payment entitles the seller to: Require advance payment for any future deliveries, Suspend or cancel pending orders or contracts without compensation, Pursue any legal remedies available under applicable law.
3.4 All payments must be made by bank transfer, unless another method has been explicitly agreed in writing.
4 – Delivery
4.1 All deliveries are made ex works (Incoterms 2012). Consequently, all costs and risks related to transport, insurance, customs, and handling are borne solely by the client. Risk transfers to the client upon the goods being made available, without prejudice to the seller’s right to invoke the retention of title clause set out in Article 8 of these GTC. Delivery times are provided for information purposes only; failure to meet them shall not justify cancellation of the order, nor entitle the client to penalties or compensation.
4.2 Without prejudice to its rights in the event of client delay, Aromeya may request an extension of delivery and performance deadlines equivalent to the period during which the client fails to meet 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 solely responsible for the marketing of the finished product incorporating the goods sold by the seller under these terms. The client is also responsible for the use of the goods under normal and foreseeable conditions and in compliance with applicable regulations. In particular, it is the client’s responsibility to verify the suitability of the goods for their specific needs, including their intended use.
6.2 The client must ensure the compatibility of the intended application with the goods, as well as the chemical compatibility of the goods with their intended contents, by conducting appropriate tests—where necessary in coordination with, and with the approval of, the relevant regulatory authorities in accordance with applicable regulations.
7 – Force majeure
7.1 The seller shall be automatically released from any obligations related to order fulfillment in cases of force majeure, including but not limited to strikes, fire, explosions, floods, serious accidents, earthquakes, or any other events beyond the seller’s control, such as 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 electronic means in a timely manner (a) if, for reasons beyond its control, Aromeya is unable to deliver or perform services correctly or on time, including due to subcontractors failing to provide services or deliveries, despite Aromeya having fulfilled its storage obligations according to agreed quantities, qualities, and deadlines prior to contract conclusion, or (b) in the event of significant force majeure lasting more than two weeks.
7.3 Aromeya will notify the client once the impediment to performance has ceased. If a binding delivery or performance date or period was agreed upon and that deadline is exceeded due to force majeure events as described above, the client is entitled to withdraw from the contract after a reasonable grace period has expired without performance. Any other claims by the client, especially for damages, are excluded in such cases.
8 – Retention of title – Transfert of risk
8.1 The seller retains ownership of the goods until full payment of their principal price and any interest. In the event of non-payment by the agreed due date, the seller may reclaim the goods. The seller may terminate the sale by operation of law, and any deposits or advances already paid will be retained by the seller. However, ownership transfers to the client upon physical delivery of the goods. Consequently, the client undertakes to insure the goods against risks of loss, theft, or damage.
8.2 The client is authorized to process and sell goods subject to retention of title in the normal course of business until the event triggering enforcement of the retention of title. Pledging or assignment of the goods as collateral is prohibited.
9 – Intellectual property rights – Confidentiality
9.1 The sale of goods under these GTC shall not be construed as including any transfer or license of the seller’s intellectual property rights relating to the goods or any improvements made during order execution. The client acknowledges that all information and documentation, of any kind, communicated by the seller for the purpose of order execution remain the exclusive property of the seller and must be kept strictly confidential. The client undertakes to protect this information and documentation and to ensure they are not used for the client’s own purposes beyond the order’s execution or disclosed, directly or indirectly, to any unauthorized third parties.
9.2 The seller shall not be held liable for any manufacturing requiring the use of patents or registered designs at the client’s request unless the client has informed the seller of such patents or designs. The client warrants that its specifications and implementation conditions do not infringe on any intellectual property rights or know-how held by third parties and declares that it has the lawful right to use them. The client indemnifies the seller against any direct or indirect consequences of actions based on infringement or unfair competition.
10 – Applicable law – Competent court
Any order placed under these GTC is governed by the law of Madagascar. 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 cases of summary proceedings, interim relief, multiple defendants, or third-party claims.