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The contractual relationship between the company Aromeya and the customer is governed by these General Terms and Conditions of Sale. Aromeya is a company specialized in essential and vegetable oils in Madagascar.
1 – General Provisions
1.1 These General Terms and Conditions of Sale (GTCS) apply in full to any order placed by the customer with the seller, and placing an order implies the customer’s unconditional acceptance of the GTCS. They take precedence over any other document exchanged between the parties, in particular the customer’s general terms of purchase, regardless of when that document may have been brought to the seller’s attention. Any special condition that derogates from or adds to the GTCS must be subject to the seller’s prior written agreement. The information provided in the seller’s catalogs, brochures, price lists, or any other promotional materials is for informational purposes only and is not contractually binding; the seller reserves the right to modify it at any time.
1.2 Aromeya reserves the right to modify these General Terms and Conditions in the event of unforeseen changes that were not initiated by Aromeya, over which Aromeya has no control, and which significantly disrupt the balance of the contractual relationship as it existed at the time of conclusion, provided such modifications are reasonable for the customer. The customer will be informed immediately of any such changes. The modified terms and conditions will be sent to the customer, with the amended sections clearly highlighted. This may also be done via email. If the customer does not object to the modified terms and conditions within six weeks of receiving the notification, the modifications will be considered accepted and will also apply to existing contracts. The customer will be specifically informed of this in the change notification.
2 – Offer and Order
2.1 All offers from Aromeya are subject to change and non-binding, unless explicitly stated as firm. The offers should be understood solely as an invitation for the customer to submit an offer to Aromeya. Information provided by Aromeya regarding dimensions, weights, technical data, etc., as well as illustrations and images—especially those on Aromeya’s website or in catalogs or brochures—are also non-binding unless otherwise agreed by the parties. Images do not constitute a quality guarantee but are intended solely for description or identification purposes. Standard deviations, as well as those resulting from legal regulations or technical advancements, are acceptable as long as they do not impair the usefulness of the product for the contractually agreed purpose and are reasonable for the customer.
2.2 In principle, once accepted, no order may be canceled or modified by the customer without the seller’s prior written consent, provided that compensation conditions for any loss or damage caused by such cancellation, including lost profit, are met. Furthermore, any deposit already paid will remain the property of the seller.
2.3 Aromeya retains ownership or copyright of all offers and quotations, as well as other documents provided to the customer, unless otherwise agreed regarding the transfer of ownership or corresponding rights. The customer may not make these documents available to third parties, reproduce, disclose, or use them personally or through third parties without Aromeya’s consent. The customer is required 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 quoted in euros, ex-works (Incoterms 2012), including packaging, shipping costs, and the applicable legal value-added tax for export deliveries.
3.2 Prices are those in effect on the day the order is received. They are understood to be excluding taxes, ex-works, unless otherwise expressly stated in writing.
3.3 Payment terms cannot be delayed, and no deductions may be made by the customer, even in case of dispute. In the event of non-payment by the agreed due date, all other outstanding invoices or bills become immediately payable, 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 them to cancel the orders or contracts of the defaulting customer 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). Therefore, all transportation, insurance, customs, and handling operations are the responsibility and at the risk of the customer. The risks transfer to the customer as soon as the goods are made available, without prejudice to the seller’s right to invoke the benefit of the retention of title clause provided in Article 8 of these General Terms and Conditions of Sale. Delivery times are given as an indication only. Failure to meet them can under no circumstances justify the cancellation of the order or entitle the customer to penalties or damages.
4.2 Regardless of its rights in case of customer delay, Aromeya may request an extension of delivery and service deadlines for the period during which the customer has not fulfilled their contractual obligations.
5 – Claims – Disputes
5.1 It is the customer’s responsibility to check shipments upon arrival and, if necessary, to assert their rights against the carriers. Additionally, the customer must inspect the goods upon delivery, including checking the quality, quantities, item references, and conformity to the order. No claims will be accepted after the goods have been used or after thirty days from the date the goods were made available. Furthermore, any legal action by the customer must be initiated no later than one year from the invoice date. Beyond this period, the action will be time-barred.
5.2 In case of defective goods, the warranty, valid for one month from the invoice date, consists, at the seller’s discretion, of either the replacement or the refund of the defective goods, excluding any other compensation or legal recourse. No goods may be returned without prior agreement from the seller. It is the customer’s responsibility to provide the seller with all evidence regarding the existence of the reported defects. Defects or damages caused by (i) improper handling or storage of the goods, (ii) exposure of the goods to abnormal conditions (mechanical, electrical, thermal, humidity, radiation, hygrometric, etc.), or (iii) interaction with third-party or external products or substances, are excluded.
5.3 In general, the seller’s liability is strictly limited to the value of the goods concerned. Under no circumstances shall the seller be held liable for indirect damages, including but not limited to loss of business, profit, or anticipated earnings.
6 – Destination of the 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 and conditions. The client is responsible for using the goods under normal and foreseeable conditions and in accordance with applicable regulations. In particular, it is the client’s responsibility to verify that the goods are suitable for their needs, especially for their intended use.
6.2 The client ensures that the intended use is compatible with the goods and that the chemical compatibility of the goods with the intended contents is verified by conducting appropriate tests, including in coordination with and with the authorization of the competent regulatory authorities in accordance with applicable regulations.
7 – Force Majeure
7.1 The seller shall be automatically released from any obligations related to the execution of the order in the event of force majeure, including but not limited to strikes, fires, explosions, floods, serious accidents, earthquakes, or the occurrence of any other event beyond the seller’s control, including difficulties in obtaining raw materials or parts, or changes in applicable regulations.
7.2 Aromeya will inform its clients in writing or by text message as soon as possible (a) if, for reasons beyond its control, Aromeya is unable to provide correct or timely deliveries or services for the contractual provision or delivery from subcontractors, even though Aromeya has ensured storage according to the agreed quantities, qualities, and deadlines with the client before the contract was concluded, or (b) in the event of significant force majeure, defined as lasting more than two weeks.
7.3 Aromeya will inform the client when the obstacle to performance no longer exists. If a firm delivery and/or service date or deadline is agreed upon, and the agreed delivery date or deadline is exceeded due to events described in the previous paragraph, the client has the right, after an unsuccessful expiration of a reasonable grace period due to non-performance, to withdraw from the contract. Any other claims by the client, including claims for damages, are excluded in this case.
8 – Retention of Title – Transfer of Risks
8.1 The seller retains ownership of the goods until full payment of their principal price and interest is made. In case of non-payment by the agreed due date, the seller may reclaim the goods. The seller may terminate the sale by right, and any deposits already paid will remain with the seller. However, the client becomes responsible for the goods as soon as they are physically delivered. Therefore, the client agrees to take out insurance covering risks of loss, theft, or destruction of the goods.
8.2 The client is authorized to process and sell the goods subject to retention of title within the normal course of their business until the event of enforcement occurs. Pledging and assigning the goods as security are prohibited.
9 – Intellectual Property Rights – Confidentiality
9.1 The sale of goods under these General Terms and Conditions of Sale does not imply any transfer or license of the seller’s intellectual property rights related to the goods, or to any improvements made, even during the execution of the order. The client acknowledges that all information and documentation, of any kind, that the seller may provide for the purpose of fulfilling an order are and remain the exclusive property of the seller and must be kept strictly confidential. The client commits to protecting this information and documentation and keeping them strictly confidential, so that they are not used by the client for their own purposes outside the execution of the order or disclosed, directly or indirectly, to unauthorized third parties.
9.2 The seller cannot be held liable in any way for the production of a specific manufacture requested by the client that requires the use of patents or registered designs unless the client has informed the seller of the existence of such patents or designs. The client guarantees that their specifications and implementation conditions do not involve the use of intellectual property rights or know-how owned by a third party. The client declares that they have the free right to use them without violating any legal or contractual provisions. The client indemnifies the seller against any direct or indirect consequences of any claims, including those based on infringement or unfair competition.
10 – Applicable Law – Competent Court
Any order placed under these General Terms and Conditions of Sale is governed by Malagasy law. For any disputes related to 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, incidental claims, multiple defendants, or third-party proceedings.