Subject and field of application
These General Terms and Conditions of Sale (GTCS) form the basis for commercial negotiations and are systematically addressed or given to each client to enable him to pass orders.
They form an integral part of our commercial offers and price proposals.
They prevail over terms and conditions for purchasing except in the case of formal written approval delivered by our company. Any opposing terms or conditions put forward by the client will not therefore, in the absence of express agreement, be applicable to our company, regardless of the time at which they may have been brought to its attention.
Any documents other than these general terms and conditions of sale, particularly catalogues, prospectuses, advertisements or notices, have solely informative and indicative value of a non-contractual kind.
The Client’s acceptance of price conditions is equivalent to his agreeing to these general terms and conditions of sale, currently applied by HTO for other activities.
In the case of a contract being signed for specific supplies, the provisions of such a contract which may complete, clarify or even contradict this present document will prevail over the provisions contained in these general terms and conditions.
2. Clients & clients accounts
In the event that HTO has sound reasons for considering that a client is proposing sufficient financial guarantees, and that he will effectively pay the amounts outstanding on their due date, in conformity with current legislation, HTO may open an account for said client.
A client account allowing for payment of HTO invoices as per the terms defined in Article 10.1 is opened by means of a letter addressed by post to the Management of HTO, indicating the client’s company name, its Siret and intra-community VAT numbers, and enclosing the client’s most recent annual accounts.
Prior to accepting any orders or while fulfilling such an order, HTO is entitled to demand that the Client provide his accounting documents and in particular the profit and loss account, even if it is provisional, enabling him to assess his solvency.
HTO will reply within fifteen (15) days to a request for the opening of a client account.
In the absence of a reply within this time period, the request presented by the client for an account to be opened will be deemed as being rejected by our firm.
If our company has sound or specific reasons to fear that the client is facing difficulties regarding payment after the date when his client account was opened, or if the client does not provide the same guarantees as on the opening date of his client account, our firm reserves the right, at all times, to place a ceiling on the amounts owed by said client, and may subject the acceptance of a new order or the pursuit of an order’s fulfilment to payment in cash or the client’s delivery of guarantees benefiting our company.
In the event that a client with an account no longer provides, for the duration of the application of these terms and conditions, the same financial guarantees as on the date when the opening of the account was granted to him, HTO may, following a 15-day notice period, close the account of the defaulting client and send him formal notice, in a letter with request for acknowledgment of receipt, that he must settle his outstanding debt within fifteen days as from his receipt of the letter closing his client account.
3. Intellectual property
All the technical documents addressed to our clients remain the exclusive property of HTO, sole holder of the intellectual property rights of these documents which must be returned to the company on demand.
Our clients agree not to make any use of these documents likely to prejudice the intellectual property rights of HTO and undertake not to divulge them to any third parties.
4. Quality of services
The catering services provided conform to international standards and correspond to health and hygiene regulations imposed on food products in France.
5. Orders
Any order that is confirmed implies that the client fully and unreservedly adheres to these general terms and conditions of sale, acknowledges having perfect awareness of them, and waives the right to assert his own terms and conditions of purchasing.
To be considered final, all orders must obligatorily be confirmed in writing (fax, E-mail) by HTO.
HTO reserves the right to modify the composition of its services due to uncertainties which may affect the supply of products or by virtue of the principle of precaution.
6. Conditions for cancellation or modification of orders
6.1. Cancellation fees
In the case of total or partial cancellation of an order, for whatever reason (including a departure cancelled due to non-loading of kerosene), all-inclusive penalties, both final and irrevocable, will be applied as per the rates below :
- > 12 hrs before delivery : no penalties
- < 12 hrs before delivery : 50% of the price including VAT
- < 6 hrs before delivery : 100% of the price including VAT
All cancellations must be notified in writing to HTO ; no cancellations by phone will be accepted.
In the hypothesis of a total or partial cancellation of a specific order (not on the menu), a penalty of 100% of the initial price will be applied, and this, whatever the scheduled time of delivery.
6.2. Modification of an order
Modifications of orders (higher or lower quanties) must be notified at the latest 2 hours prior to delivery.
If this deadline is not observed, any reduced order will nevertheless be billed at the price of the initial order.
Any reduction of an order of over 25% of the initial order will not be considered as a modification, but as a partial cancellation.
If the order is increased, HTO reserves the right not to accept all or part of such a modification if it would impair its production operations and organization, and this, even 2 hours prior to delivery.
Any purchase made at the client’s specific request will be due in full, even outside the rates indicated above.
7. Reception of orders
Reception takes place either by the client collecting the order directly or by its delivery on board the aircraft.
7.1. Collection of orders
Orders can be collected from HTO premises during its opening hours.
Orders which are not collected by the client on the pre-determined day and time will nevertheless remain due for payment by the Client as per Article 6 hereabove.
7.2. Delivery – Loading on board – Handling
« Delivery » encompasses all fulfilments of an order made to the client, in a place other than our company premises.
Delivery times are only given by way of information and indication, but are given as precisely as possible, depending on our company’s possibilities regarding supply and transportation.
Our company therefore makes all efforts to observe the delivery times it indicates when accepting the order, as per the logistical lead-time used as a reference in the trade, and to fulfill the orders, except in the case of force majeure, or in the event of circumstances beyond its control such as strikes, freezing temperatures, fire, storms, floods, epidemics, difficulties in obtaining supplies, official bans, traffic jams, accidents, this list not being exhaustive.
Failures to observe delivery times shall not give rise to damages, deductions or cancellation of the orders being handled.
Our company will keep the client informed in a timely fashion of any of the cases or events listed above.
In all hypothesis, delivery within the deadline can only take place if the client is up to date with his obligations towards our firm, whatever the reason.
7.3. Delivery fees
For each delivery, « delivery fees » are to be paid as indicated in the client price conditions.
Furthermore, in certain specific cases, additional fees will be charged :
- Night deliveries 00H00 to 4.59 a.m. : extra charges + VAT
- Delivery at all Airports : fees for loading on board depend on the category of the aircraft and the day and time of loading. Please ask for further details. However, some assistants may handle or sub-contract the « loading on board » ; loading fees will then be invoiced to you directly by the assistants.
7.4. Handling fees
At the Paris airports, handling fees in the all-inclusive amount for all requests for kiosk magazines or hard copies, whatever the quantity ordered, will be systematically applied.
7.5. Waiting fees
In certain cases, at the client’s request, due to technical delays or non-communication of information, delivery teams are obliged to remain at the client’s full disposal and cannot be assigned to other tasks.
Fees for waiting and the provision of personnel will then be billed at the hourly rate in force for these services at the time of delivery.
7.6. Courier
As a certain number of specific requests are not included in our menu-catalogue, we are obliged to use the services of a courier. They will be re-invoiced with a minimum fee of one (1) hour.
Any hour commenced will be due. However, in Paris and its suburbs, an all-inclusive fee pre-agreed with the client may be applied, depending on the complexity of the request and its duration.
8. Risk transfer
Risks of total or partial loss become the client’s responsibility as from his reception of the services ordered.
9. Prices
Our prices are expressed without VAT, all other taxes are included.
These prices may be revised depending on the price of seasonal produce, economic conditions and any exceptional events beyond the control of HTO.
Any price modification will be automatically applicable at the date indicated with the new rate.
Any order or modification of an order passed for delivery within the next 6 hours will be bear a surcharge of 25%.
A 50% surcharge on our client prices will be applied for Sundays and official holidays.
N.B. : All taxes, duties, fees or any other payments to be made in application of regulations either French or of an importing or transit country are to be paid by the client.
10. Methods of payment
An invoice completed for each delivery accompanies the order when it is delivered. Except for any specific agreement to the contrary passed with our company, our invoices are payable cash at the time of delivery of our services to the client.
For clients with accounts, the deadline for payment is 30 days from the end of the month.
In the event of deferred or later payment, « payment » as understood in this Article is not the delivery of a simple draft or cheque implying an obligation to pay, but payment on the agreed due date.
10.1. Payments accepted
Payments can be made in cash, by bank transfer, Carte Bleue, Visa Card, Mastercard, American Express card,
Cheques and Euros Cheques are not accepted.
Payments in US Dollars and Pounds Sterling are accepted based on the day’s exchange rate for the euro.
10.2. Late payment
In the case of late payment or total non-payment of an invoice on its due date, and without it being necessary to send any kind of formal notice, our company may suspend any deliveries underway and/or pending, without other means of action being excluded.
Any amount including VAT not paid by the due date will give rise, as from the day following the payment date indicated on the invoice, to payment by the client of fixed penalities. The rate of late payment penalities is equal to the rate applied by the Central European Bank for its most recent financing operation + seven points.
These penalities can be charged automatically and by right and will immediately be charged to the client’s account.
Furthermore, our company reserves the right to request the appropriate court to terminate this breach of contract, with a penalty imposed per each day of late payment.
Reminder :
These penalities will be charged at the simple demand of our company.
In the event of payment by means of a draft, failure to return the commercial draft will be considered as a refusal of acceptance comparable to default of payment. Likewise, when payment is staggered, non-payment of any one instalment will result in the entirety of the debt becoming payable immediately, without any need for formal notice.
In all the foregoing cases, any sums which may be outstanding for other deliveries, or for any other reason, will become payable immediately.
The client must reimburse all the expenses arising from legal recovery of the sums due, including the fees of judicial officers.
All bills recovered by means of court proceedings will bear a surcharge of a non-reducible penalty as defined in Article 1229 of the Civil Code for compensation fixed at 10%.
Payments may not be suspended under any circumstances nor become the subject of any compensation without the prior written agreement of our company.
Any partial payments will first be attributed to the non-preferential part of the debt, then to sums with the oldest due dates.
Our company does not intend to give any discounts for payments made in cash or at a date earlier than that determined in the general terms and conditions of sale.
10.3. Payment excluding VAT
Any aircraft operator running commercial or business flights to France, over 80% of whose activity takes place outside French territory, can benefit from exemption from VAT.
In order to benefit with the HTO company from payment without VAT, the company or person must provide us with its/his AOC (Aircraft Operator Certificate) duly up-dated, and open an account under the terms and conditions described above.
In all other cases, the operator, a natural person or legal entity, will be required to pay VAT in France.
11. Liabilities / Insurance
HTO assumes responsibility for direct damage which may be caused by its agents or employees, in whatever form it may take, to the client’s property or personnel, and to any third parties directly resulting from the fufilment of the obligations in these terms and conditions, to the exclusion of all indirect damage under the conditions described hereafter.
HTO’s liability will be limited to two hundred and fifty thousand euros (250,000 €) per occurrence and per year.
Over and above this amount, the client and his insurers hereby waive all recourse against HTO, and its insurers waive all recourse against third parties of whatever kind.
11.1. When the client is an airline company, HTO and its insurers will be liable up to the amount of one million five hundred thousand euros (1,500,000 €) exlusively and solely in the following cases :
- Damage to property, excluding all indirect damage, caused due to fault or negligence on the part of HTO to the client’s aircraft.
- Death, bodily injury or sickness among the passengers or members of the Client’s staff, excluding all indirect injury.
Over and above this amount, the Client and his insurers hereby waive all recourse against HTO and its insurers and guarantee HTO and its insurers that no recourse will be taken by third parties of any kind whatsoever.
11.2. The Client will assume responsibility for any material damage which may be caused by his agents, employees, whatever form it may take, to the property or staff of HTO, and to all third parties directly resulting from their fulfilment of the obligations in these terms and conditions.
HTO and its insurers cannot be held responsible for any indirect damage suffered by the Client.
12. Claims
12.1. Regarding services
The Client must check that the goods received conform to the delivery slip.
In the event of anomalies or missing items, he must make all the necessary written observations and confirm his reservations by mail/E-mail to our company within the pre-defined time limit.
No claims regarding the service provided will be taken into account after a period of 24 hours following reception of the delivery.
In the absence of such notification, the service provided will be considered by the client as conforming to his order.
In any event, it is the client’s responsibility to provide all justification proving the reality of the anomalies observed.
Furthermore, he must provide our company with all the means to proceed with verification of such anomalies and possibly find a remedy for them.
He will abstain from intervening himself or from having a third party intervene for this purpose.
12.2. Regarding invoicing
Any disagreement regarding an invoice must be formulated in writing : it will not be taken into account after a period of ten days after the date when the invoice was received.
In any event, and whatever the nature of the claim made by the client under the conditions and in accordance with the modalities defined by this Article, such a claim will not allow the client to suspend payment of the services concerned nor of invoices which are due to be paid.
13. Force majeure
The following are considered as acts of God or cases of force majeure, events beyond the control of the parties concerned, that they could not reasonably be expected to foresee, and that they could not reasonably avoid or surmount, to the extent that their occurrence makes the fulfilment of these obligations totally impossible.
In particular, the following are included as cases of force majeure or acts of God, releasing our company from its obligation to deliver within the deadlines initially anticipated : strikes held by all or part of our company’s staff or its usual transporters, fire, flooding, war, production shutdowns due to fortuitous breakdowns, impossibility of receiving supplies of basic commodities, epidemics, closures due to heavy thaws, road blocks, riots, attacks,strikes or breaks in the supply of energy, or breaks in supplies for a reason non-attributable to our company, and any other cause of a break in supplies attributable to our suppliers.
Under such circumstances, our company will inform the Client in writing, specifically by Fax or E-mail, within one hour of the date when the events occurred, the contract binding our company and the client then being automatically suspended without indemnities, as from the date when the event occurred.
If the event were to last more than 15 days from the date when it first occurred, the sales contract concluded between our company and its client may be terminated by the most diligent party, without either of the parties being able to claim any damages.
Such termination would come into effect on the date of the first delivery of a registered letter with request for acknowledgment of receipt, cancelling said sales contract.
Any such cancellation or termination will result in the reimbursement by our company of the sums already paid by the client, to the exclusion of all other indemnities.
14. Renunciation
The fact that our company does not avail itself at any given time of any of these general terms and conditions of sale may not be interpreted as meaning that it is renouncing its right to avail itself at a later time of any of the said terms or conditions.
15. Loi applicable et juridiction compétente
Our company hereby elects domicile at its head office.
Any matters relating to these general terms and conditions of sale, and to the sales they govern, which have not been addressed by these contractual provisions, will be settled by French law, to the exclusion of all other law.
Except for services contracted to private individuals, any disputes regarding the application of these general terms and conditions of sale and their interpretation, execution, and contracts drawn up by our company, or payment of the price, will be taken before the commercial court of our company’s head office, whatever the place of the order, delivery, payment or method of payment, and even in the case of recourse to guarantees or multiple defendants .
For services contracted to private individuals, our company reserves the right to apply the provisions of the Brussels Convention dated September 27th, 1968.
Bills of exchange do not replace or serve as exceptions for this clause attributing jurisdiction.
Attribution of competence is general and applicable whether it is a matter of a main claim, an incidental claim, a final ruling or summary hearing.
Furthermore, in the case of court proceedings or any other action undertaken by our company to recover outstanding debt, the cost of summons, legal costs, together with the fees of lawyers, bailiffs, and all associated expenses will be attributable to the client at fault, as well as expenses related to or arising from the client’s failure to observe the terms and conditions of payment or delivery of the order concerned.
