1. Purpose and scope of application
These general terms and conditions of sale (GTC) constitute the basis of commercial negotiations and are systematically sent or given to each customer to enable them to place an order. They constitute an integral part of our commercial offers and price proposals. They prevail over the conditions of purchase unless formally accepted in writing by our company. Any contrary condition opposed by the customer will therefore, in the absence of express acceptance, be unenforceable against our company, regardless of when it may have been brought to its attention. Any document other than these general terms and conditions of sale and in particular catalogues, prospectuses, advertisements, notices has only an informative and indicative value, not contractual. The acceptance of the price conditions by the Customer constitutes agreement to these general terms and conditions of sale in force at HTO for other activities. In the event of signing a specific supply contract, the provisions of this contract which may supplement, specify or even derogate from these prevail over the provisions of these general terms and conditions.
2. Customers &
customers
accounts
In the event that HTO has serious reasons to consider that a customer presents sufficient financial guarantees, and that the latter will actually pay the amounts due on their due date, in accordance with the legislation, HTO may open an account for this customer. The opening of a customer account allowing the payment of HTO invoices according to the terms specified in article 10.1 is done by letter addressed to the Management of HTO, by mail indicating the company name of the customer, its Siret and intra-community VAT numbers and including the latest annual accounts of the customer. HTO has the right, before accepting any order, as during the execution of the order, to require the Customer to provide its accounting documents and in particular the income statements, even forecasts, allowing it to assess its solvency. HTO will respond within fifteen (15) days to the request to open a customer account. In the absence of a response within this period, the account opening request submitted by the customer will be deemed to have been refused by our company. If our company has serious or specific reasons to fear payment difficulties on the part of the customer after the date of opening of his customer account, or if the customer does not present the same guarantees as on the date of opening of his customer account, our company reserves the right, at any time, to set a ceiling on the overdraft of each customer and may make the acceptance of a new order or the continuation of the execution of an order subject to a cash payment or to the provision, by the customer, of guarantees for the benefit of our company. In the event that the customer on account no longer presents, during the execution of these conditions, the same financial guarantees as on the date when an account opening was granted to him, HTO may, after 15 days’ notice, close the account of the defaulting customer and serve him with formal notice, by registered letter with acknowledgement of receipt, to settle his outstanding balance within two weeks from receipt of the letter closing his customer account.
3. Intellectual property
All technical documents provided to our customers remain the exclusive property of HTO, the sole holder of the intellectual property rights on these documents, and must be returned to him upon request.
Our customers undertake not to make any use of these documents that could infringe HTO’s intellectual property rights and undertake not to disclose them to any third party.
4. Quality of services
The food services provided comply with international standards and meet the hygiene and health descriptions imposed on food products in France.
5. Orders
Any confirmed order implies on the part of the customer the full and unreserved acceptance of these general terms and conditions of sale, the recognition of having full knowledge of them and the waiver of the right to rely on their own conditions of purchase.
Any order, to be considered final, must be confirmed in writing (fax; email) by HTO.
HTO reserves the right to modify the composition of the services according to the hazards related to product supplies or by virtue of the precautionary principle.
5.1.CONDITIONS OF CANCELLATION AND ORDER MODIFICATIONS
5.1.1.Cancellation fees
In the event of total or partial cancellation of the order, for any reason whatsoever (including a departure cancelled due to lack of kerosene loading), final and irrevocable fixed penalties will be applied according to the scale below:
> 24 hours before delivery: no penalties
> 12 hours before delivery: 50% of the price including tax
< 12 hours before delivery: 100% of the price including tax
Any cancellation must be notified in writing to HTO; no cancellation by telephone will be accepted.
In the event of total or partial cancellation of a specific order (off-menu), a penalty of 100% of the initial price will be applied, regardless of the scheduled delivery time and date.
To guarantee full freshness, HTO does not store caviar. In the event of total or partial cancellation of caviar, a penalty of 100% of the initial price will be applied, regardless of the scheduled delivery time and date. Special clause: Cancellation conditions for large orders or large carriers from A318, B737, or similar.
As part of our airline catering business, some large-scale orders require exceptional measures on our part. These orders involve a specific work organization, the mobilization of additional staff and the acquisition of raw materials in larger quantities than usual.
Thus, for any order deemed important and involving these special provisions, we apply the following conditions in the event of cancellation:
Organization of work and mobilization of staff: Any order requiring an increase in human resources, whether in terms of preparation, service or delivery, will be invoiced in the event of cancellation up to the cost incurred for the mobilized staff.
Exceptional purchases of raw materials: If the order involves the purchase of raw materials in unusual quantities to guarantee the availability and quality of the products, these purchases will also be invoiced in the event of cancellation.
Cancellation terms: Any cancellation must be notified in writing at least 76 hours before the scheduled delivery date and time. In the event of failure to comply with this deadline, we reserve the right to invoice up to 100% of the total amount of the order to cover the costs incurred.
These conditions are intended to guarantee the proper management of our operations and to provide quality service for all our customers. They apply when an order exceeds a certain threshold, mutually agreed between the customer and our sales department.
5.1.2.Order modification
Order modifications (increase, decrease) must be reported at the latest 2 hours before delivery.
If this deadline is not respected, the reduced order will nevertheless be invoiced at the price of the initial order.
Any reduction in the order of more than 25% compared to the initial order will not be considered as a modification, but as a partial cancellation.
In the event of an increase in the order, HTO reserves the right not to accept all or part of this modification if it were to jeopardize operations and the organization of production, even 2 hours before delivery.
Any purchase made at the specific request of the customer will be due in full, even outside the scale mentioned above.
5.2.RECEIPT OF ORDERS
Reception is carried out either by direct collection of the order by the customer or by its delivery on board.
5.2.1.Collection of orders
Collection is carried out at HTO premises during opening hours.
Orders that have not been collected by the customer on the day and at the scheduled time will nevertheless be due by the Customer in accordance with the article above.
5.2.2.Delivery – Boarding – Collection
Delivery means any delivery of an order, made to the customer, at a location other than our company’s premises.
Delivery times are given for information and guidance purposes only, but are indicated as accurately as possible, depending on our company’s supply and transport possibilities.
Thus, our company strives to respect the delivery times that it indicates upon acceptance of the order, based on the reference logistics time in the profession, and to execute the orders, except in cases of force majeure, or in the event of circumstances beyond its control, such as strikes, frost, fire, storm, flood, epidemic, supply difficulties, official bans, traffic jams, accidents, without this list being exhaustive.
Exceeding delivery times cannot give rise to damages, withholding or cancellation of current orders.
Our company will keep the customer informed, in a timely manner, of the cases and events listed above.
In any event, delivery on time can only occur if the customer is up to date with his obligations to our company, whatever the cause.
5.2.3.Delivery costs
On the occasion of each delivery, “delivery costs” will be collected as shown in the customer pricing conditions.
In addition, given certain specific features, additional costs will be charged: Night deliveries 00:00 to 04:59: Night surcharge
Delivery to all Airports: boarding fees depend on the category of the aircraft and the day and time of boarding.
Please contact us. However, some assistants may perform or subcontract the “boarding”, the boarding fees will then be invoiced to you directly by the assistants.
5.2.4.Handling fees and waiting fees
A handling fee of a fixed amount for any request for magazines or kiosk newspapers regardless of the quantity ordered will be systematically applied.
In some cases, at the customer’s request, due to technical delays or failure to provide information, delivery teams are required to remain at the customer’s complete disposal and cannot be assigned to other tasks. Waiting and staffing costs will then be invoiced at the hourly rate in effect at the time of delivery.
5.2.5.Courier
A certain number of special requests not listed in our menu-catalogue require us to use the services of a courier. These will be re-invoiced. with a minimum invoicing of one (1) hour.
Any hour started will be due. However, in Paris and its suburbs, a flat rate, previously agreed with the customer, may be applied depending on the complexity of the request and its duration.
6. Transfer of risks
The risks of total or partial loss are the responsibility of the customer from the receipt of the services ordered.
7. Prices
Our prices are exclusive of VAT, all other rights included.
These prices are subject to revision depending on the prices of seasonal products, economic conditions and any exceptional event beyond the control of HTO.
Any price change will automatically apply on the date indicated on the new price list.
Any order or change to an order, placed for delivery within the following 6 hours, will be increased by 25%.
Note: Any tax, duty, duty or other service to be paid in application of French regulations or those of an importing country or a transit country are the responsibility of the customer.
7.1.Payment terms
An invoice is drawn up for each delivery and issued upon delivery of the order. Unless otherwise agreed with our company, our invoices are payable in cash upon delivery of our service to the customer.
For customers with an account, the payment period is 30 days end of month.
In the event of deferred or term payment, a payment within the meaning of this article does not constitute the simple delivery of a commercial instrument or a check implying an obligation to pay, but their settlement on the agreed due date.
7.2.Accepted payments
Payments can be made in cash, by transfer, Carte Bleue, Visa and Mastercard, by American Express card.
Checks and Euro Checks are not accepted.
For foreign checks, a surcharge for cashing will be applied depending on the country of issue and the currency in force.
Payments in US Dollars and Pounds Sterling are accepted according to the exchange rate of the euro of the day, increased by a processing fee of 5%
7.3.Late payments
In the event of late payment or non-payment in full of an invoice due and without it being necessary to notify any formal notice, our company may suspend any current and/or future delivery, without prejudice to any other course of action.
Any amount including tax not paid on the due date will give rise to the payment of fixed penalties by the customer from the day following the payment date shown on said invoice. The rate of late payment penalties is equal to the rate applied by the European Central Bank to its most recent financing transaction increased by seven points.
These penalties are due by operation of law and will be automatically debited from the customer’s account.
In addition, our company reserves the right to refer the matter to the competent court so that it can put an end to this non-performance, subject to a daily penalty payment for each day of delay.
Reminder: These penalties will be due upon simple request from our company.
In the case of payment by commercial paper, failure to return the paper will be considered as a refusal of acceptance equivalent to a failure to pay. Similarly, when payment is made in installments, failure to pay a single installment will result in the entire debt becoming immediately due, without formal notice.
In all of the above cases, any amounts that would be due for other deliveries, or for any other reason, will become immediately payable.
The customer must reimburse all costs incurred by the contentious recovery of the amounts due, including the fees of ministerial officers.
Any invoice recovered by the litigation department will be increased as a non-reducible penalty clause within the meaning of Article 1229 of the Civil Code, by a fixed compensation of 10%.
Under no circumstances may payments be suspended or be subject to any compensation without the prior written agreement of our company.
Any partial payment will be charged first to the non-privileged part of the debt, then to the amounts whose due date is the oldest.
Our company does not intend to grant any discount for cash payment or on a date prior to that resulting from the general terms and conditions of sale.
7.4.Payment excluding taxes
Any operator engaged in commercial or business flights to France and whose activity beyond 80% takes place outside French territory may benefit from VAT exemption.
To benefit from tax-free payment from HTO, the company or person must provide us with their duly updated AOC (Aircraft Operator Certificate) and open an account under the conditions set out above.
For any other case, the legal or natural person, operator will be subject to the payment of VAT in France.
8. Responsabilities / Insurance
HTO assumes responsibility for direct damage that may be caused by its agents, employees, in any way whatsoever, to the client’s property or personnel, as well as to any third parties and directly originating in the fulfillment of the obligations of these conditions, excluding any indirect damage under the conditions set out below. HTO’s liability will be capped at two hundred and fifty thousand euros (€250,000) per claim and per year. Beyond this amount, the client and its insurers waive any recourse against HTO and its insurers of any recourse by third parties of any nature whatsoever. When the customer is an airline, HTO and its insurers remain liable up to one million five hundred thousand euros (€1,500,000) in the following limited and exclusive cases: Material damage, excluding all indirect damage, caused due to HTO’s fault or negligence to the customer’s aircraft. Death, bodily injury or illness of the Customer’s passengers or staff, excluding all indirect damage. Beyond this amount, the Customer and its insurers waive any recourse against HTO and its insurers and guarantee HTO and the insurers against any recourse by third parties of any nature whatsoever. The Customer shall assume liability for material damage that may be caused by its agents, employees, in any way whatsoever, to HTO property or staff, as well as to any third party and directly originating in the fulfillment of the obligations of these conditions. HTO and its insurers cannot be held liable for any indirect damage suffered by the customer.
9. Complaints
9.1.On the service
The customer must ensure that the receipt complies with the delivery note.
In the event of anomalies or shortcomings, it is up to them to make all necessary written observations and to confirm their reservations by mail/email to our company within the prescribed time limits.
No complaints about the service provided will be taken into account after a period of 24 hours from receipt of the service.
Failing this, the service will be considered compliant by the customer.
In any event, it will be up to the customer to provide any justification as to the reality of the anomalies noted.
In addition, they must give our company every facility to note these anomalies and to possibly remedy them.
They will refrain from intervening themselves or having a third party intervene for this purpose.
9.2.On invoicing
Any dispute concerning invoicing must be made in writing and cannot be taken into account after a period of ten days following the date of receipt of the invoice.
In any event and whatever the nature of the complaint made by the customer under the conditions and according to the terms described in this article, it does not suspend the payment by the customer of the services concerned and of the invoices due.
10. Force majeure
Events beyond the control of the parties, which they could not reasonably have foreseen, and which they could not reasonably have avoided or overcome, are considered to be cases of force majeure or unforeseeable circumstances, to the extent that their occurrence makes the performance of obligations totally impossible. The following are considered to be cases of force majeure or fortuitous events that relieve our company of its obligation to deliver within the initially planned deadlines: strikes by all or part of our company’s staff or its usual carriers, fire, flood, war, production stoppages due to unforeseen breakdowns, the impossibility of obtaining supplies of raw materials, epidemics, thaw barriers, roadblocks, strikes, attacks, riots or disruption of energy supplies, or disruption of supplies for a reason not attributable to our company, as well as any other cause of disruption of supplies attributable to our suppliers. In such circumstances, our company will notify the customer in writing, in particular by fax or e-mail, within one hour of the date of occurrence of the events, the contract between our company and the customer then being automatically suspended without compensation, from the date of occurrence of the event. If the event were to last more than 15 days from the date of its occurrence, the sales contract concluded by our company and its client may be terminated by the most diligent party, without either party being able to claim damages. This termination will take effect on the date of first presentation of the registered letter with acknowledgment of receipt denouncing said sales contract. Any cancellation or termination will result in the reimbursement by our company of the sums already paid by the client to the exclusion of any other compensation.
11. Waiver
The fact that our company does not avail itself at a given time of any of these general conditions of sale cannot be interpreted as a waiver of the right to avail itself subsequently of any of said conditions.
12. Applicable law and competent jurisdiction
The election of domicile is made by our company, at its registered office. Any question relating to these general terms and conditions of sale and to the sales they govern, which is not dealt with by these contractual provisions, will be governed by French law to the exclusion of any other law. Except for services concluded with individuals, any dispute concerning the application of these general terms and conditions of sale and their interpretation, their execution and the contracts concluded by our company, or the payment of the price, will be brought before the commercial court of the registered office of our company, regardless of the place of the order, delivery, and payment and the method of payment, and even in the event of a warranty claim or multiple defendants. For services concluded with individuals, our company reserves the right to apply the provisions of the Brussels Convention of September 27, 1968. Bills of exchange do not constitute novation or derogation from this jurisdiction clause. The attribution of jurisdiction is general and applies whether it is a principal claim, an incidental claim, an action on the merits or an interim relief. In addition, in the event of legal action or any other action for the recovery of debts by our company, the costs of summons, justice, as well as the lawyer’s and bailiff’s fees, and all additional costs will be borne by the offending customer, as well as the costs related to or arising from the customer’s failure to comply with the payment or delivery conditions of the order in question.
