General Terms and Conditions of Sale

Article 1: Definitions

“CLIENT”: Any individual or legal entity placing an order with JACARANDAS INTERNATIONAL as part of their professional activity

“GENERAL TERMS AND CONDITIONS OF SALE” hereinafter T&Cs: Their purpose of the T&Cs is to set forth terms and conditions under which JACARANDAS INTERNATIONAL undertakes to the CLIENT to sell the PRODUCTS referred to in the order form and under which the CLIENT undertakes to purchase said PRODUCTS under the conditions defined below.

“JACARANDAS INTERNATIONAL”: Jacarandas International, R.C.S. Aix 505 240 416 – Siret code: 505 240 416 00030 – APE code: 4637 Z – VAT FR 36505240416
A Limited Company (SARL) with capital of €40,000, and having its registered office at: Le Hameau du Parc -Bdg D 1st Floor -31, Avenue Francis Perrin 13790 ROUSSET –

“PARTIES “: JACARANDAS INTERNATIONAL and the CLIENT are hereinafter referred to as the PARTIES.

“PRODUCT(S) “: Essential oils, spices and ingredients marketed and distributed by JACARANDAS INTERNATIONAL and referred to in the order form.

Article 2: Remit – Scope

2.1 The original version of the T&Cs is written in French, which alone shall prevail over any other version. The translation of these terms and conditions into English is provided for your convenience.

2.2 The T&Cs, the order form and the documents attached thereto constitute the entire Contract which is binding between the PARTIES. They hereby annul and replace any previous agreement in principle or exchange of correspondence relating to the same transaction.

2.3 The General Terms and Conditions form the basis of commercial negotiations and are available on the website. They apply to all sales of PRODUCTS marketed and distributed by JACARANDAS INTERNATIONAL.

2.4 The T&Cs prevail over any other contractual conditions of the CLIENT. In the absence of express acceptance by JACARANDAS INTERNATIONAL, any condition of purchase opposed by the CLIENT will therefore be unenforceable against the latter, regardless of when it may have been brought to its attention.

2.5 Any order sent to JACARANDAS INTERNATIONAL implies unreserved acceptance of the T&Cs and recognition of having full knowledge of them and the waiver of the right to invoke its own conditions of purchase.

2.6 The fact that JACARANDAS INTERNATIONAL does not exercise, at any time, a prerogative recognised by the T&Cs may under no circumstances be interpreted as an express or tacit renunciation of the right to exercise the said prerogative in the future, or of the right to demand the performance of the commitments entered into herein.

2.7 JACARANDAS INTERNATIONAL reserves the right to modify these conditions at any time. These modifications will be applicable to the CUSTOMER, subject to having been communicated to the CUSTOMER at least two (2) months before their application.

Article 3: Object

The purpose of these general terms and conditions of sale (the “T&Cs”) is to set forth the rights and obligations of the company JACARANDAS INTERNATIONAL (“JACARANDAS INTERNATIONAL”) and its professional CLIENT placing an order with it (the “CLIENT”) for products appearing in the catalogue (hereinafter referred to as the “Products”).

Article 4: General provisions

These T&Cs are drawn up in accordance with the principle of transparency which governs relations between JACARANDAS INTERNATIONAL and its CLIENTS and constitute the sole basis for negotiation between the parties.
The Buyer hereby acknowledges that he/she has received the necessary advice and information to ensure that the offer is suited to his/her particular needs in relation to a product or service, and accepts this without restriction or reservation.
The Buyer declares that he/she is legally capable of entering into a contract under French law or that he/she validly represents the natural person or legal entity on whose behalf he/she is entering into a contract. The applicable T&Cs are those in force on the date on which the CLIENT places an order.
The T&Cs can be viewed and downloaded from the Company’s website at the following address: on the website https://jacarandas -international.com.

Article 5: Products and national regulations

5-1 The PRODUCTS marketed by JACARANDAS INTERNATIONAL comply with all regulations in force. They are intended to be marketed to the CLIENT.

5-2 Each of the PARTIES acknowledges that it is aware of the legislation applicable to PRODUCTS and undertakes to comply with its obligations in this respect.

Article 6: Signature of the contract – Orders

6-1 A Contract shall not be deemed to have been concluded between the PARTIES until the following essential formalities have been completed:

Placement of an order by the CLIENT:
By e-mail to JACARANDAS INTERNATIONAL;
By telephone, followed by written confirmation.
Through a sales representative; followed by written confirmation

Orders received by JACARANDAS INTERNATIONAL are only firm and definitive, even when they are taken by telephone or via representatives or a sales person, on receipt of the order form by post or electronically signed by the CLIENT or the representative thereof.

To be valid, the order must include the following information: the CLIENT’s contact details (address, name and telephone number), the quantity, and the description of the PRODUCT.

If the CLIENT requires a specific delivery time, it is their responsibility to confirm this in writing on the order form. JACARANDAS INTERNATIONAL is not bound by the verbal agreements of its agents or representatives.

In any event, JACARANDAS INTERNATIONAL reserves the right to refuse or cancel any order from a CUSTOMER with whom there is a dispute relating to the payment of a previous order.

JACARANDAS INTERNATIONAL also reserves the right to accept or refuse, on justification, all or part of any order.

6-2 All definitive orders may neither be cancelled or modified by the CLIENT. The CLIENT is solely and exclusively responsible for its forecasts and the quantities ordered. Any changes subsequent to a firm and definitive order may result in a delay in delivery and an additional cost which will automatically be borne by the CLIENT, which he accepts. If the CLIENT cancels a firm and definitive order, the CLIENT shall pay JACARANDASINTERNATIONAL a penalty representing twenty-five percent (25%) of the amount of the order.

6-3 The benefit of the order is personal to the CLIENT and may not be transferred without the agreement of JACARANDAS INTERNATIONAL.

6-4 All CLIENT orders will be processed as soon as possible after receipt, except in the case of stock shortages, orders that do not conform to quantities or packaging or for any other reason inherent to the PRODUCTS ordered.

Article 7: Delivery

7-1 Delivery lead times

Delivery lead times are given purely as an indication and are however subject to JACARANDAS INTERNATIONAL’s supply and shipping possibilities. Consequently, exceeding the delivery deadline shall not under any circumstances give rise to cancellation of the order in progress, refusal to accept delivery of the PRODUCTS, withholding or payment of damages, regardless of the causes, extent or consequences of the delay.
In any event, delivery on time can only take place if the CLIENT is up to date with his obligations towards JACARANDAS INTERNATIONAL, whatever the cause.
7-2 Date, place and method of delivery

The terms of delivery of the Products are specified by the customer when the order is placed and then approved by JACARANDAS INTERNATIONAL:
Or by sale “ex works”: by the Products being made available at the warehouse (evidenced by the dispatch of a notice of availability at the warehouse to the Client).
Or at the location indicated by the Client on the order form.
The risk of shipment is borne entirely by the Client.
Delivery is made by carrier to the address indicated by the Client as appearing on the order.

7-3 Impediment to delivery

If it is impossible to deliver the PRODUCTS (absence of the CLIENT, refusal to accept the goods, impossibility of delivery due to the configuration of the delivery site, etc.), another appointment will be scheduled with the CLIENT.
The cost of redelivery will remain payable by the CLIENT.
In addition, the CLIENT will be charged storage costs of €10 (ten euros) per day from the initial delivery date until final delivery. The cost of this second delivery will be invoiced.
If delivery is not possible during the second appointment fixed between the parties (as defined in article 4.2 hereof), any order may be returned to JACARANDAS INTERNATIONAL’s warehouses, where the CLIENT shall be responsible for collecting the PRODUCTS, after payment of the price and all costs incurred.

JACARANDAS INTERNATIONAL is authorised to make partial deliveries, particularly in the event of stock shortages. If JACARANDAS INTERNATIONAL does not honour the order in full, the Customer will be reimbursed for the undelivered Products but may not claim any other compensation.

7-4 Shipping

7-4-1 Regardless of the mode of transport and the originator of the transport order, the PRODUCTS will travel at the CLIENT’s risk and will be in the CLIENT’s custody from the time they are picked up and/or loaded by the carrier.
The CLIENT shall bear the risk of loss or damage to the products, for whatever reason.

7-4-2 In the case of sales ex-warehouse, the choice of the carrier and the mode of transport used for the delivery of the PRODUCTS may be made by the customer at his/her request.

7-4-3 By mutual agreement, unloading at the place of delivery is carried out exclusively by the CLIENT and under the CLIENT’s liability, regardless of the involvement of the carrier’s driver in the unloading operations.

Article 8: Prices

The prices of PRODUCTS are established by reference to the prices in force at the time the order is placed. They are denominated in euros and calculated exclusive of tax and will be increased by the VAT rate in force.

Article 9: Payment

9-1 Payment terms

For each sale, an invoice is issued at the time of delivery.

All invoices are payable to the issuer of the invoice. JACARANDAS INTERNATIONAL reserves the right, if necessary, to subrogate a third party (bank, factor, etc.) in all its rights to debt recovery.

9-2 Payment terms:

Invoices are payable in accordance with the terms and conditions defined at the time of the order and indicated on the invoice.
Unless otherwise stipulated in writing and accepted by both parties, invoices shall be payable, in euros, THIRTY (30) days after receipt of the invoice.
Any first order placed by a new CLIENT must be paid in cash on a pro-forma invoice.

9-3 Means of payment:

Unless otherwise agreed between the parties, orders are paid for by bank transfer.

9-4 Disagreement on billing

Any disagreement with the wording or content of invoices must be notified at the latest within eight (8) days in writing or by any electronic means following receipt of the order form by the CLIENT. After this period, the invoice will be deemed to have been accepted.

9-5 Discounting agreement:

No discount will be granted for early payment of JACARANDAS INTERNATIONAL invoices.

9-6 Late payment:

9-6-1 Failure to pay in full or in part by the due date, JACARANDAS INTERNATIONAL reserves the right to suspend all orders in progress, without prejudice to any other course of action, in particular that which it may pursue for cancellation of the contract(s) and/or payment of damages.

9-6-2 All sums unpaid on the due date shown on the invoice shall automatically give rise, as from the day following the due date shown on the said invoice, to the application of penalties of an amount equal to the legal interest rate in force, increased by 5 points. Late payment penalties are payable without the need for a reminder.

9-6-3 A fixed indemnity of FORTY (40) euros is also due for debt recovery costs. If the recovery costs incurred exceed this fixed amount, additional compensation may be requested, based on supporting documents.

9-6-4 In the event of non-payment, EIGHT (8) days after formal notice has been served without result, the sale shall be terminated by operation of law at the discretion of JACARANDAS INTERNATIONAL, which may request, in summary proceedings, the return of the PRODUCTS, without prejudice to any other damages. The cancellation will apply not only to the order in question, but also to all previous unpaid orders, whether delivered or in the process of being delivered, and whether or not payment is due.

9-6-5 In the case of payment by bill of exchange, failure to return the bill of exchange shall be considered as a refusal of acceptance equivalent to a default in payment. Similarly, where payment is to be made in instalments, non-payment of a single instalment will result in the entire debt becoming immediately due and payable, without prior formal notice. This sum will then be subject to the aforementioned late payment interest and fixed compensation.

9-6-6 In all the above cases, any sums due for other deliveries, or for any other reason, will become immediately payable if JACARANDAS INTERNATIONAL does not opt to cancel the corresponding orders.

9-6-7 Under no circumstances whatsoever may payments be suspended, nor be the subject of any compensation without the prior written agreement of JACARANDAS INTERNATIONAL. Any partial payment will be applied first to the non-preferential part of the debt, then to the sums that fell due the earliest.

9-7 Solvency

The CLIENT hereby undertakes to provide JACARANDAS INTERNATIONAL, at its request, with any information guaranteeing its solvency. Failing this, or in the event of a guarantee deemed insufficient by JACARANDAS INTERNATIONAL, the latter may require that the PRODUCTS be paid for prior to delivery.

Article 10: Compliance – receipt

10-1 From the moment of delivery, it is the CLIENT’s responsibility to ensure itself that the PRODUCTS conform to the order form.

10-2 For added security, JACARANDAS INTERNATIONAL affixes warranty strips to its PRODUCTS on departure, however the CLIENT must carry out a thorough check of the PRODUCT received.

10-3 Damages caused during shipping

Any reservation or dispute relating to shortcomings and/or damage associated with the transport of the PRODUCTS must be entered on any transport document (CMR) and countersigned by the carrier and be confirmed to the carrier in a reasoned manner by extrajudicial act or by registered letter with acknowledgement of receipt within 7 days, not including public holidays, following receipt of the PRODUCTS and reported electronically to JACARANDAS INTERNATIONAL on the same day as said delivery.

Reservations must be precise (missing weight, number of missing or damaged packages) and accompanied by photos.

10-4 Non-delivery

In the event of loss of the parcel confirmed by the transport company, the CLIENT shall contact JACARANDAS INTERNATIONAL to report the non-delivery of the PRODUCTS. The CUSTOMER must give notice within a maximum of 10 calendar days from the day on which the PRODUCTS are taken over by the carrier. After this deadline, no claim can be processed.

When shipping is handled by Jacarandas, in the event of definitive confirmation of the loss of said PRODUCTS, supported by documents from the transport company, JACARANDAS INTERNATIONAL undertakes to issue a credit note within a maximum period of 6 weeks. To be used within 12 months by the CUSTOMER, failing which the credit will no longer be valid.

10-5 Reservations relating to product conformity-Returns

10-5-1 Without prejudice to the measures to be taken with regard to the carrier, complaints concerning apparent defects or the non-conformity of the PRODUCT delivered with the PRODUCT ordered or with the dispatch note, must be made in writing within TEN (10) working days from the date of receipt of the PRODUCTS. It is the CLIENT’s responsibility to provide any justification as to the reality of the defects or anomalies observed. The CLIENT must allow JACARANDAS INTERNATIONAL every facility to ascertain these defects and to remedy them. The CLIENT will refrain from intervening himself or having a third party intervene for this purpose.

10-5-2 After this period, any PRODUCT that has not been the subject of reservations will be deemed to be compliant and considered to have been accepted by the CLIENT, who will then be deprived of any recourse against JACARANDAS INTERNATIONAL. Failing compliance with these conditions, the PRODUCTS delivered by JACARANDAS INTERNATIONAL will be deemed to be compliant with the order in terms of quantity and quality, and JACARANDAS INTERNATIONAL will not be liable for any reimbursement of the price of the PRODUCTS or payment of any compensation whatsoever.

10-5-3 Under no circumstances may PRODUCTS be returned by the CUSTOMER to JACARANDAS INTERNATIONAL without compliance with the conditions set out in articles 10-5-1 and 10-5-2 above.

10-5-4 JACARANDAS INTERNATIONAL will not accept any returns for unsold PRODUCTS or PRODUCTS that have passed their expiry date.

10-5-5 In the event of final confirmation of the apparent defect or non-conformity of said PRODUCTS and provided that the PRODUCTS are returned in perfect condition (in their original packaging, undamaged, never used) under the conditions set out in Article 11, they will be replaced by identical PRODUCTS or by similar PRODUCTS at JACARANDAS INTERNATIONAL’s expense. Similar PRODUCTS, i.e. those that can be substituted for those ordered, are those of the same quality and fulfilling the same purpose. If the PRODUCTS cannot be replaced, JACARANDAS international may issue a credit note.

Article 11: Returns

In accordance with the provisions of article L442-1 of the French Commercial Code, JACARANDAS INTERNATIONAL may not be forced by the CLIENT to refuse or return PRODUCTS without even being able to check the reality of the corresponding grievance. Consequently, any return of PRODUCTS must have the prior agreement of JACARANDAS INTERNATIONAL.

All PRODUCTS accepted for return must be returned to the address indicated by JACARANDAS INTERNATIONAL within fifteen (15) days of acceptance by JACARANDAS INTERNATIONAL. The risks remain with the CUSTOMER until receipt by JACARANDAS INTERNATIONAL.

After this period, no return of PRODUCTS will be accepted.

Article 12: Warranties

12-1 Warranties against hidden defects

Jacarandas’ obligation is limited to supplying the products ordered; the buyer is solely responsible for the choice and conditions of use of the products purchased from Jacarandas. It is the Client’s responsibility to ensure before ordering that the goods are suitable for the use
intended use. In addition, it is the responsibility of the purchaser to check the conformity of the products as soon as they are received.

12-2 Waiver of liability

12-2-1 As the CLIENT is a professional, he/she is deemed to be familiar with all technical information relating to the PRODUCTS, their design and their intended use. JACARANDAS INTERNATIONAL in no way guarantees the choice of PRODUCT, nor the use for which it is intended. The CLIENT is responsible for establishing and advertising its resale prices. The Client will be held liable in the event of any unlawful practice of calling prices on PRODUCTS.

12-2-2 If the CLIENT believes that the PRODUCTS delivered may cause damage to consumers, or if it has been warned by any person or authority of the existence of such a risk, it must warn JACARANDAS INTERNATIONAL as soon as possible by any means that leaves a written trace. This should clearly and precisely indicate the PRODUCT references, the batch number and the reasons for the warning.

12-2-3 The CUSTOMER is also deemed to check the PRODUCTS upon receipt, in accordance with Article 10. Consequently, JACARANDAS INTERNATIONAL shall under no circumstances be held liable, nor shall it be sought to be held liable, for any apparent defects, or for any use of the PRODUCTS that does not comply with or is not compatible with their intended purpose or use.

12-2-4 Defects and/or deterioration caused by natural wear and tear, negligence, improper storage or improper use of the PRODUCTS, or defects and/or deterioration caused by any modification of the PRODUCT not authorised by JACARANDAS INTERNATIONAL, whether carried out by the CLIENT or by a third party, are also excluded. JACARANDAS INTERNATIONAL may not under any circumstances be held liable for events occurring during transport, such as destruction, damage, loss or theft, even if JACARANDAS INTERNATIONAL has entrusted the transport of the PRODUCTS to the carrier who proves to be the cause of the damage. It is the CLIENT’s responsibility to make any reservations to the carrier in accordance with article 10.

12.2.5 Liability is also waived for the following:

Damage due to external causes, even if not caused by man (water damage, lightning, fire, damage by domestic animals, overexposure to artificial or natural radiation, unsuitable hygrometric or atmospheric conditions, heating):

Damage caused by the use of unsuitable maintenance or cleaning PRODUCTS;
Changes in the appearance of the PRODUCT as a result of use, in particular for components subject to normal wear and tear.
Collection of the goods by the CLIENT.

Article 13: Nullity & invalidity of a clause

Should any of the provisions of this contract become null and void or invalid in whole or in part, such nullity or invalidity shall not invalidate the other provisions, which shall remain in force between the Parties.

Article 14: Retention of title

14-1 The CLIENT undertakes to take out insurance covering the total value of the PRODUCTS and to keep them in good condition for as long as it has custody of them and until the price has been paid in full.

14-2 JACARANDAS INTERNATIONAL retains full and complete ownership of the PRODUCTS sold to the CLIENT until full payment of the price, in principal and in accessories. Thus, in accordance with Article 2367 of the French Civil Code, the transfer of ownership to the CLIENT of the PRODUCTS described in the order will be delayed until full payment of their price, in principal and in accessories, even if they have been delivered and placed in the CLIENT’s custody. All goods sold by JACARANDAS INTERNATIONAL are delivered and sold subject to full payment of the price. In the event of total or partial non-payment of the price on the due date, for any reason whatsoever, JACARANDAS INTERNATIONAL may implement the retention of title without prior summons and thus return the PRODUCTS at the CLIENT’s expense.

14-3 The CLIENT will be obliged to inform JACARANDAS INTERNATIONAL of any measure of seizure, requisition or confiscation which would be carried out by or for the benefit of a third party. If the CLIENT is the subject of receivership or liquidation proceedings, JACARANDAS INTERNATIONAL reserves the right to claim, as part of the receivership proceedings, the PRODUCTS sold and remaining unpaid.

14-4 The retention of title does not, moreover, prevent the transfer to the CUSTOMER, upon delivery, of the risks of loss, theft and deterioration of the PRODUCTS sold by JACARANDAS INTERNATIONAL as well as any damage they may cause. Consequently, the CLIENT is responsible for the custody and preservation of the PRODUCTS from the time of delivery, even if it does not have immediate ownership of them.

Article 15: Liability

The liability of JACARANDAS INTERNATIONAL is limited to direct material damage resulting from faults that are directly and exclusively attributable to it, to the exclusion of any indirect or immaterial damage (operating losses, loss of profit, loss of opportunity, loss of turnover or profit, commercial loss, loss of earnings, loss of customers, in connection with or resulting from the non-performance or faulty performance of its obligations). JACARANDAS INTERNATIONAL is not obligede to repair the harmful consequences of faults, failures or omissions committedes by the CLIENT.

The civil liability of JACARANDAS INTERNATIONAL is limited, all causes combined, with the exception of bodily injury and gross negligence, to a sum not exceeding the amount exclusive of tax received by JACARANDAS INTERNATIONAL for those PRODUCTS supplied by JACARANDAS INTERNATIONAL to the CLIENT and which are the subject of a claim or dispute. The CLIENT hereby undertakes to obtain the same waivers from its insurers. JACARANDAS INTERNATIONAL shall also not be liable to compensate for any delay in the delivery of PRODUCTS, whatever the causes, extent or consequences of this delay.

Article 16: Liability of the CLIENT

The CLIENT shall be solely liable to third parties for any damage resulting from its instructions.

Article 17: Force majeure and cases of exoneration

JACARANDAS INTERNATIONAL may not be held liable in the event of non-execution or delay in the execution of any of its obligations caused by a case of force majeure, fortuitous event or events independents of its will and commonly accepted by established case law. This includes, but is not limited to, embargoes, shortages of raw materials, supply or transport difficulties, defects in raw materials, accidents or machine stoppages, fire, strikes, lock-outs, war, riots, armed conflicts, blockades, acts of foreign enemies, acts of terrorism or sabotage, rebellions, coup d’état, labour dispute in the administration or any stakeholder in air, land and port transport, act of government or in the industries or service providers on which JACARANDAS INTERNATIONAL depends, natural disasters, epidemics and pandemics as declared by the World Health Organisation.

In the event of a case of force majeure, fortuitous event or events beyond the control of JACARANDAS INTERNATIONAL, the latter will inform the CLIENT without delay of its inability to fulfil its obligations and reserves the right to suspend or terminate all or part of the sale, automatically and without compensation. The suspension of its obligations shall under no circumstances be a cause of liability for non-performance of the obligation in question, nor lead to the payment of damages or late penalties. In the event of definitive or prolonged impossibility of carrying out its obligations for more than 60 consecutive days from the occurrence of the event, JACARANDAS INTERNATIONAL reserves the right to suspend or terminate all or part of the sale, automatically and without compensation.

Article 18: Confidentiality – Intellectual property

Documents, technical data sheets or other information communicated by JACARANDAS INTERNATIONAL to CUSTOMERS concerning its activity or PRODUCTS are confidential and may not be communicated to third parties for any reason whatsoever. They remain the property of JACARANDAS INTERNATIONAL and must be returned on request.

All trademarks registered by JACARANDAS INTERNATIONAL, and more generally all intellectual creations (illustration, image, visual, logotype, texts, etc.) used by JACARANDAS INTERNATIONAL for the marketing of its PRODUCTS, their accessories or their packaging, whether registered or not, are and shall remain the exclusive property of JACARANDAS INTERNATIONAL. No intellectual property rights are transferred under these T&Cs.

Any total or partial reproduction, modification or use of these trademarks, illustrations, images, visuals and logos, for any reason and on any medium whatsoever, is strictly prohibited without the prior written consent of JACARANDAS INTERNATIONAL.

Article 19: Applicable law and jurisdictional clause

All contracts concluded between the CUSTOMER and JACARANDAS INTERNATIONAL are subject, both in their formation and their execution, to the rules of French law.

The parties will strive to seek a resolution to their dispute amicably. Failing amicable resolution, any dispute arising from them, whether relating to their validity, interpretation or performance and/or termination, will be subject to the exclusive jurisdiction of the Aix-en-Provence Commercial Court, irrespective of the place of order, delivery and payment, even in the event of summary proceedings, third-party proceedings or multiple defendants.