1. Scope of application

• These general terms and conditions of sale (hereinafter referred to as «CGV ») apply exclusively to all sales of marketed products (the « Products ») by MADRAS, a simplified joint stock company (société par actions simplifiée), whose registered office is at Impasse des Cassoulets in Pouyastruc (65350), registered in the Tarbes Trade and Companies Register under number 388 898 793 (hereinafter referred to as «MADRAS").« MADRAS »and the person purchasing them, as a professional client (the « Customer »).

For the purposes hereof, the Customer and MADRAS may hereinafter be referred to individually as a «Customer".« Part »and together the « Parts ».

In accordance with article L. 441-1 of the French Commercial Code, these General Terms and Conditions constitute the sole basis of the commercial relationship between the Parties.

• The version of the GCS in force at the time the sale of the Products is concluded shall apply to the said sale.

• The general terms and conditions apply without restriction or reservation to all sales concluded between MADRAS and the Client, whatever clauses may appear on the Client’s documents, and in particular their general terms and conditions of purchase.

• In accordance with current regulations, these T&Cs are systematically communicated to all Customers (excluding wholesalers), to enable them to place an order with MADRAS. They are also communicated to any Customer prior to the conclusion of a single agreement referred to in Articles L. 441-3 et seq. of the French Commercial Code, within the legal timeframes.

• The information contained in MADRAS catalogues, prospectuses and price lists is given for information only and may be revised at any time.

• Any Order (as this term is defined below) implies unreserved acceptance of these General Terms and Conditions, which take precedence over all other conditions, with the exception of those expressly accepted by MADRAS.

• The Customer declares that he/she has read and accepted these General Terms and Conditions of Sale before placing his/her Order.

2. Orders

2.1. The Customer may place their order online, from the online catalogue, or by email, for any Product, subject to stock availability.

By Order, the Customer shall mean any order relating to the Products, accepted by the Customer and validated by MADRAS, accompanied by payment of any deposit provided for on the Order Form (« Ordering »).

If a Product ordered is unavailable, the Customer will be informed by e-mail.

For the Order to be validated, for online orders, the Customer must accept, by clicking where indicated, these general terms and conditions, it being understood that this acceptance signifies that they have read them beforehand and that they approve them without reservation in their entirety. They must also choose the delivery address and method, and finally confirm the payment method.

The sale will be considered final:

after MADRAS has sent the Customer confirmation of acceptance of the Order by e-mail (the “ Order Confirmation ").“Order form”) ;

-and after collection by MADRAS, if applicable, of a deposit.

All orders are deemed to be acceptance of the prices and descriptions of the Products available for sale.

In certain cases, notably non-payment, incorrect address or any other problem with the Customer's account, MADRAS reserves the right to block the Customer's Order until the problem has been resolved.

The cancellation of the Order and its potential refund will then be carried out, with the remainder of the Order remaining firm and definitive.

For any questions regarding order tracking, Customers should call 05 62 38 40 00 Monday to Thursday from 08:30 to 17:00 and Friday from 08:30 to 12:00 (cost of a local call).

2.2. The offer of Products proposed by MADRAS is valid for a period of one (1) month from the date appearing on the Purchase Order. Any modifications by the Customer will be subject to a new Purchase Order.

2.3 MADRAS has electronic ordering facilities (including acceptance and confirmation) enabling the Customer to order Products as quickly and conveniently as possible.

For orders placed exclusively online, an order is registered on the MADRAS website when the Client accepts these T&Cs by ticking the box provided for this purpose and validates their order. The Client has the option to check the details of their order, its total price, and correct any errors before confirming their acceptance (Article 1127-2 of the Civil Code). This validation implies acceptance of all these T&Cs and constitutes proof of the sales contract.

Acknowledgement and acceptance of the Order are confirmed by the dispatch of an email.

The data recorded in MADRAS's computer system constitutes proof of all transactions concluded with the Client.

2.4. Any modifications to the Order requested by the Customer will only be taken into account, to the extent that MADRAS is able to accommodate them, if they are notified in writing at least eight (8) days before the scheduled delivery date of the ordered Products, after the Customer has signed a specific Order form and any consequent price adjustments have been made.

In the event of cancellation of the Order by the Customer after its acceptance by MADRAS less than eight (8) days before the scheduled delivery date of the Products ordered, for any reason whatsoever other than force majeure, any deposit paid upon Ordering shall automatically be acquired by MADRAS and shall not give rise to any refund.

3. Prices

3.1 Products are sold at MADRAS's prevailing prices on the day the Order is placed, according to the catalogue and the Purchase Order previously drawn up by MADRAS and accepted by the Customer, as indicated in the «Orders» Article above.

Prices are quoted net and excluding VAT.

An invoice is issued by MADRAS and given to the Client upon delivery of the Products.

3.2 The conditions for determining the cost of Products whose price cannot be known in advance or indicated with accuracy, as well as the method of calculating the price enabling it to be verified, will be communicated to the Client, at the Client's request, in accordance with the provisions of Article L. 441-1, III of the Commercial Code.

3.3 The Customer may benefit from price reductions, discounts and rebates, depending on the number and frequency of Products ordered, or the regularity of their Orders, under the conditions and according to the terms described in MADRAS's price lists.

4. Payment terms

4.1. Payment terms of 30 days, except by contractual exception, by bank transfer.

If applicable, a deposit may be required upon placement of the Order and the amount will be stated in the Purchase Order.

The balance of the price is payable within the timescales specified in the Order Form.

MADRAS shall not be required to deliver the Products ordered by the Customer if the Customer does not pay the price to it under the conditions and according to the terms indicated in these T&Cs.

4.2. Late payment penalties

Late penalties are due in the event of payment after the applicable payment deadlines.

In the event of late payment and payment of sums due by the Client beyond the deadline set above, and after the payment date shown on the invoice sent to them, late payment penalties calculated at a rate determined in accordance with the provisions of Article L.441-10 of the Commercial Code on the VAT-inclusive amount of the price of the Products shown on the said invoice shall be automatically and by full right acquired by MADRAS, without any formality or prior notice.

Late payment will result in the immediate enforceability of all sums due to MADRAS by the Client, without prejudice to any other action that MADRAS would be entitled to take against the Client in this regard.

If the payment terms indicated above are not met, MADRAS further reserves the right to suspend the delivery of Products ordered by the Customer, to suspend the performance of its obligations and to cancel any discounts granted to the latter.

4.3. No compensation

Unless expressly agreed in advance and in writing by MADRAS, and provided that the reciprocal claims and debts are certain, liquid, and due, no set-off may be validly made by the Customer between any penalties for late delivery of the Products ordered or non-conformity to the Order, on the one hand, and the sums owed by the Customer to MADRAS for the purchase of said Products, on the other hand.

5. Product Delivery

5.1. Delivery terms and conditions are specified in the Purchase Order and depend, in particular, on the place of delivery. 

Unless otherwise stated, delivery will be made according to Incoterm DDP.

Transport can be carried out at ambient or controlled temperatures, depending on the nature of the Products. 

By default, delivery costs are calculated based on ambient temperature transport. For sensitive products (corn, coconuts, tomato powder), depending on the predicted temperatures on dispatch, during transit, or on delivery, MADRAS may revise the rate for temperature-controlled transport. Delivery costs will then be recalculated and submitted to the Customer for validation. If the Customer refuses to pay the supplement for temperature-controlled transport, MADRAS cannot be held responsible for any loss of product quality during transit. 

5.2. Delivery shall be made by the direct handing over of the Order to the place indicated by the Customer on the Order Form. 

The Customer undertakes to provide MADRAS with a correct delivery address. In no event shall MADRAS be held liable for non-delivery due to incorrect entry of the delivery address by the Customer or subsequent modification of this address by the Customer. 

In the event of a subsequent change to the delivery address by the Customer resulting in an increase in delivery costs, MADRAS will send the Customer an updated notification of delivery costs, which the Customer undertakes to pay. 

5.3. The delivery date is confirmed by MADRAS but remains subject to external factors beyond MADRAS's control. MADRAS shall not be held liable under any circumstances for failure to meet these deadlines, nor shall any penalties for delay, damages, compensation, withholdings, refusal of delivery, or cancellation of an Order arise. 

5.4. Unless otherwise stated in the Purchase Order, the transfer of risks for the products sold by MADRAS takes place when the Products are made available to the Customer. 

5.5 Upon receipt of the Products, the Customer must verify their good condition and compliance with the Order and/or delivery note (specifically, the references and quantity of the Products). In the event of loss or damage during transport, it is the Customer's responsibility to refuse them and/or to make any observations and reservations to the carrier and to confirm them by registered letter with acknowledgment of receipt or by judicial act within three (3) days of receiving the Products, in accordance with Article L. 133-3 of the Commercial Code, and to inform MADRAS thereof.

In any event, in the event of non-conformity of the Products delivered or if the order is incomplete, the Customer must, if possible, make reservations on the delivery note, and in any event carry out a quality control enabling the traceability of the Products concerned, inform MADRAS in writing with the Order reference, description of the non-conformity and all documents and supporting evidence of the reality of the defects observed, particularly photographs and analyses showing the non-conformity. 

If MADRAS confirms the non-conformity of the Products, MADRAS shall, at its discretion, refund or replace such Products in exchange for the non-conforming Products. 

5.6 Any request for modification of the order, including the delivery date, by the Customer will result in, in particular, the charging of storage and financial costs for products in stock, and the re-evaluation of the order price for products that are not in stock. 

Any request for cancellation of the Order by the Customer will result in the full invoicing of the Order price for products in stock and the non-refund of the deposit paid by the Customer for products not in stock. 

6. Retention of title

          The products sold remain the property of MADRAS until full payment of their price, principal and accessories, has been received by MADRAS.

          The risks are, however, borne by the Client from the time of unloading. MADRAS may claim Products of the same kind and quality in the Client's possession.

          In case of total or partial non-payment of the price by the agreed due date, MADRAS is authorised by the Client to have an inventory of the said Products belonging to or held in stock by the Client carried out.

          The return of Products will be at the Customer's expense and risk, following formal notice from MADRAS by registered letter. MADRAS or its carrier is authorised to enter the Customer's premises to collect the Products.

7. MADRAS Responsibility – Guarantee

MADRAS guarantees the Client, in accordance with legal provisions, against any lack of conformity of the Products and any hidden defects, arising from a design or supply defect of the said Products, to the exclusion of any negligence or fault on the part of the Client.

MADRAS cannot be held liable except in cases of proven fault or negligence, and its liability is limited to direct damages, excluding any indirect damages of any nature whatsoever.

In order to assert its rights, the Client must, on pain of forfeiting any related action, inform MADRAS, in writing, of the existence of the defects within a maximum of five (5) days from their discovery.

MADRAS shall, at its own exclusive expense, rectify or have rectified, in a manner deemed appropriate and agreed by the Client, any Products found to be defective.

In any event, should MADRAS be found liable, MADRAS's liability shall be limited to the amount excluding VAT paid by the Client for the delivery of the Products.

8. Intellectual property law

MADRAS retains ownership of all intellectual property rights on studies, drawings, designs, prototypes, etc., produced (even at the Client's request) for the purpose of supplying Products to the Client. The Client therefore undertakes not to reproduce or exploit the said studies, drawings, designs, prototypes, etc., without the express, written, and prior authorisation of MADRAS, which may be conditional on financial compensation.

9. Personal data

          The personal data collected from Clients is processed electronically by MADRAS. It is recorded in its Client file and is essential for processing their Order. This personal information and data is also kept for security purposes, in order to comply with legal and regulatory obligations. It will be kept for as long as necessary for the execution of Orders and any applicable warranties.

The data controller is MADRAS. Access to personal data will be strictly limited to employees of the controller authorised to process it due to their duties. The information collected may potentially be communicated to third parties contractually linked to the company for the performance of subcontracted tasks, without the Client's authorisation being necessary.

In the performance of their services, third parties shall have only limited access to the data and shall be obliged to use it in accordance with the provisions of the applicable personal data protection legislation. Outside of the cases set out above, MADRAS undertakes not to sell, rent, assign or grant access to third parties to the data without the prior consent of the Client, unless compelled to do so for a legitimate reason.

If the data are to be transferred outside the European Union, the Client will be informed and the safeguards implemented to secure the data (for example, external provider's adherence to the «Privacy Shield», adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified.

In accordance with applicable regulations, the Customer has the right to access, rectify, erase, and port their personal data, as well as the right to object to its processing for legitimate reasons. These rights can be exercised by contacting the data controller at the following postal address or email: contact@madras-epices.com. In the event of a complaint, the Customer may lodge a complaint with the National Commission for Information Technology and Civil Liberties.

10. Unforeseen, unforeseeable

These T&Cs expressly exclude the legal regime of unforeseeability provided for in Article 1195 of the Civil Code for all MADRAS sales operations to the Client. MADRAS and the Client therefore each waive their right to rely on the provisions of Article 1195 of the Civil Code and the unforeseeability regime provided therein, undertaking to fulfil their obligations even if the contractual balance is upset by circumstances that were unforeseeable at the time of concluding the sale, even if their execution proves to be excessively onerous, and to bear all the economic and financial consequences.

11. Specific performance

In the event of default by either Party in its obligations, the Party suffering the default shall have the right to enforce specific performance of the obligations arising hereunder. In accordance with the provisions of Article 1221 of the Civil Code, the creditor of the obligation may pursue such forced performance after simple notice to perform, sent to the debtor of the obligation by registered letter with acknowledgement of receipt remaining unsuccessful, unless such performance proves impossible or there is a manifest disproportion between its cost for the debtor, acting in good faith, and its benefit to the creditor.

12. Non-performance exemption

It is reminded that, pursuant to Article 1219 of the Civil Code, each Party may refuse to perform its obligation, even if it is due, if the other Party fails to perform its own and if such non-performance is sufficiently serious, meaning it is liable to jeopardise the continuation of the contract or fundamentally disrupt its economic balance. The suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notification of breach sent to it for this purpose by the Party suffering the default, indicating the intention to apply the exception of non-performance until such time as the defaulting Party has remedied the breach, served by registered letter with acknowledgement of receipt or on any other traceable written medium providing proof of dispatch.

This non-performance exception may also be used as a precautionary measure, in accordance with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will not perform the obligations incumbent upon them on the due date, and that the consequences of such non-performance are sufficiently serious for the Party suffering the default.

This faculty is used at the risk of the Party that initiates it.

The suspension of performance shall take effect immediately upon receipt by the presumed defaulting Party of notification of the intention to rely on the exception of anticipatory breach until the presumed defaulting Party performs the obligation for which an anticipatory breach is manifest, sent by registered letter with acknowledgement of receipt or on any other durable written medium enabling proof of dispatch.

13. Force majeure

The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a force majeure event, as defined in Article 1218 of the Civil Code, or from exceptional health or climatic hazards beyond the Parties’ control.

14. Termination of the contract

14.1. Unresolved for failure to perform a sufficiently serious obligation

Notwithstanding the clause entitled "Termination for Breach of Contract by a Party", the Party suffering the failure may, in the event of a sufficiently serious failure to perform any of the obligations incumbent upon the other Party, notify the defaulting Party, by registered letter with acknowledgment of receipt, of the termination of this agreement due to default, fifteen (15) days after sending a notice to perform which has remained unsuccessful, and this in accordance with the provisions of Article 1224 of the Civil Code.

14.2. Force Majeure Resolution

The termination of this agreement by right due to force majeure, notwithstanding the clause "Termination for breach of a party's obligations" appearing below, may only take place fifteen (15) days after the sending of a formal notice served by registered letter with acknowledgment of receipt or any extra-judicial act.

14.3. Resolution for a Party's Breach of its Obligations

If either party fails to comply with their obligations under this agreement, the contract may be terminated at the discretion of the aggrieved party.

It is expressly agreed that this resolution for a party's breach of its obligations shall take effect by operation of law fifteen (15) days after the delivery of a formal notice to perform, which has remained, in whole or in part, without effect. The formal notice may be served by registered letter with acknowledgement of receipt or any extrajudicial act.

This formal notice must mention the intention to apply this clause.

14.4. Common provisions for termination cases

The benefit exchanged between the Parties from the conclusion of the contract until its termination having found its use throughout the reciprocal performance thereof, they shall not give rise to restitution for the period prior to the last performance not having received its counter-performance.

In any event, the aggrieved party may seek damages through the courts.

15. Mediation - Dispute Resolution

          With a view to finding a solution together to any dispute that may arise in the performance of this contract, the contracting parties agree to meet within thirty (30) days of the sending of a registered letter with acknowledgement of receipt, notified by one of the two (2) Parties.

This conciliation procedure is a mandatory prerequisite to the initiation of legal proceedings between the Parties. Any legal action brought in violation of this clause shall be declared inadmissible.

However, if at the end of a period of forty-five (45) days the Parties fail to reach an agreement or a solution, the dispute shall then be submitted to the jurisdiction designated hereinafter.

16. Grant of jurisdiction

In the absence of an amicable settlement, any dispute concerning these terms shall be settled by the courts within the jurisdiction of the Pau Court of Appeal.

17. Contract language – Governing law

These General Terms and Conditions and the transactions resulting from them are governed by French law.

They are written in French. Should they be translated into one or more languages, only the French text shall prevail in case of dispute.

18. Customer Acceptance

These T&Cs are expressly agreed to and accepted by the Client, who declares and acknowledges having full knowledge of them, and therefore waives the right to rely on any contradictory document and, in particular, their own general conditions of purchase, which shall be unenforceable against MADRAS, even if they were aware of them.