GENERAL TERMS AND CONDITIONS OF SALE
NaturaFrost — Frozen Vegetable Products
This document has two parts: Part 1 applies to customers based in the European Union. Part 2 applies to customers based in the United States. Each part identifies its own Seller, governing law, and jurisdiction.
PART 1 — EUROPEAN UNION CUSTOMERS
Seller: NATURAFROST, a French SARL, registered office at 5 Chemin des Eaux Salées, 13620 Carry-le-Rouet, France, RCS Aix-en-Provence 513 326 876.
1. Scope
These Terms apply to all orders placed with NaturaFrost by professional buyers ("Buyer") for frozen vegetable products ("Products"). Any order implies full acceptance of these Terms, which prevail over any purchase terms issued by the Buyer.
2. Orders
Orders may be placed by any customary means (email, phone, written form). An order is binding on NaturaFrost only once a written order confirmation has been issued. Once confirmed, an order cannot be cancelled by the Buyer. NaturaFrost may require a deposit of up to 100% of the order value before confirming the order as final. Standard delivery unit: full pallet.
3. Pricing
Prices are quoted EXW (or FAS for sea freight) per Incoterms 2020, in Euros, exclusive of VAT. Prices apply within the validity period stated on the relevant price list and subject to available stock. New or increased taxes are passed on to the Buyer without delay.
4. Price Renegotiation
For contracts exceeding 3 months, where raw material, energy, transport, or packaging costs materially affect production costs, either Party may request renegotiation in writing. Parties will negotiate in good faith within one month of such notice.
5. Payment
Payment is due by bank transfer within 30 days net of invoice date (up to 60 days net for non-perishable Products, where agreed). Late payment triggers: interest at three times the French legal rate, plus a flat €40 collection fee per invoice. NaturaFrost may suspend or cancel pending orders in case of non-payment.
6. Delivery
NaturaFrost will make reasonable efforts to meet delivery dates indicated in the order confirmation. Delivery delays do not, by themselves, entitle the Buyer to penalties, damages, or order cancellation.
7. Risk Transfer, Claims & Returns
Risk transfers to the Buyer upon loading at the departure point (EXW) or upon handover to the carrier (FCA), per the agreed Incoterm. Any claim for missing, damaged, or non-conforming Products must be notified in writing within 3 days of delivery, with full supporting documentation. No return is accepted without NaturaFrost's prior written consent.
8. Quality
Products carry a minimum durability date ("DDM") of at least 6 months from the delivery date, unless otherwise agreed. Products must be stored per the technical specification sheet provided. NaturaFrost's liability is limited to replacement or refund of non-conforming Products and excludes indirect or consequential damages (lost profits, reputational harm, legal costs).
9. Retention of Title
Ownership of Products remains with NaturaFrost until full payment is received. The Buyer bears all risk from the point of delivery, regardless of the retention of title, and must insure the Products accordingly.
10. Force Majeure
Neither Party is liable for delay or non-performance caused by events beyond its reasonable control (war, strikes, natural disaster, pandemic, cyberattack, supplier failure, energy shortage, etc.). If such an event exceeds 30 days, either Party may terminate the affected order without liability.
11. Confidentiality & Data Protection
Each Party will keep confidential any commercial, technical, or financial information received from the other. Personal data is processed in accordance with EU Regulation 2016/679 (GDPR). Data subjects may exercise their rights by writing to contact@naturafrost.com.
12. Governing Law & Jurisdiction
These Terms are governed by French law. Any dispute not resolved amicably within one month will be submitted to the Commercial Court of Aix-en-Provence, France, which has exclusive jurisdiction.
PART 2 — UNITED STATES CUSTOMERS
Seller: NATURAFROST INC., a Delaware/New York corporation, registered office at 1350 Broadway, 11th Floor, New York, NY 10018, USA. EIN 38-4394924.
1. Scope
These Terms apply to all orders placed with Naturafrost Inc. by business customers ("Buyer") for frozen vegetable products ("Products") within the United States. Placing an order constitutes full acceptance of these Terms, which supersede any purchase terms issued by the Buyer.
2. Orders
Orders may be submitted by any customary means (email, phone, written form) and become binding on Naturafrost Inc. only upon written order confirmation. Confirmed orders may not be cancelled by the Buyer without Naturafrost Inc.'s written consent. Naturafrost Inc. may require an advance payment of up to 100% of the order value.
3. Pricing
Prices are quoted in US Dollars, exclusive of applicable sales tax, duties, or customs fees, on terms specified in the order confirmation (e.g., FOB port of entry or delivered, as agreed). Prices are subject to change and available stock.
4. Payment
Payment is due by bank transfer or other agreed method within 30 days of invoice date, unless otherwise agreed in writing. Late payments may accrue interest at the maximum rate permitted by applicable law and may result in suspension of pending deliveries.
5. Delivery & Import Compliance
Naturafrost Inc. will make reasonable efforts to meet delivery dates. The Buyer is responsible for compliance with all applicable U.S. import requirements, including FDA registration and labeling requirements, unless otherwise agreed in writing.
6. Claims & Returns
Claims for shortage, damage, or non-conformity must be submitted in writing within 3 business days of delivery, with supporting documentation (photos, delivery receipt, carrier report). No product may be returned without Naturafrost Inc.'s prior written authorization.
7. Quality & Warranty
Products carry a minimum shelf-life ("best-by date") of at least 6 months from delivery, unless otherwise agreed. NATURAFROST INC.'S SOLE OBLIGATION FOR NON-CONFORMING PRODUCTS IS REPLACEMENT OR REFUND. NATURAFROST INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND IS NOT LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION.
8. Title
Title to Products passes to the Buyer only upon receipt of full payment. Risk of loss passes upon delivery to the carrier, regardless of title retention.
9. Force Majeure
Neither Party is liable for delay or failure to perform due to causes beyond its reasonable control, including but not limited to war, strikes, natural disasters, pandemics, cyberattacks, or supplier failures. Either Party may terminate an affected order if such event continues for more than 30 days.
10. Confidentiality & Data Privacy
Each Party will keep confidential any commercial or technical information received from the other. Personal data is handled in accordance with applicable U.S. data protection laws. Questions may be directed to contact@naturafrost.com.
11. Governing Law & Jurisdiction
These Terms are governed by the laws of the State of New York, without regard to conflict of law principles. Any dispute will be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York.
