These general conditions regulate the sale of products by CPL Aromas SAS to its customers. By accepting an order, you agree to comply with these terms, which are binding on the parties. We recommend that you read them carefully before accepting any order. If you have any questions or need clarification, do not hesitate to contact us at the following email address: sales.colombia@cplaromas.com or customerservices.co@cplaromas.com.
- DEFINITIONS
Company: refers to CPL Aromas SAS.
Customer: any person, natural or legal, who purchases the Products from the Company.
Product: any Products agreed to be supplied to the Customer by the Company ( including any part of them).
Contract: any agreement between the Company and the Customer for the sale and purchase of the Products, in which these conditions are deemed to be incorporated.
Delivery Note: the document (whether in hard copy or electronic form) produced by the Company or its appointed agent for transport in relation to the Products to be supplied to the Customer on request, after the Products are delivered to the Delivery Point.
Delivery Point: the place specified in the Order or, if different, the one agreed to by the Company in any Order Confirmation.
Expenses: any costs incurred directly or indirectly by the Company in connection with the fulfilment of an Order, including (without limitation):
(a) courier, packaging, transport, freight, storage and handling charges, each as specifically set out in the Order Confirmation.
(b) insurance premiums or other Costs (if any) set out in the Order Confirmation.
(c) the cost of conversion into Colombian pesos of any currency other than the Colombian peso.
(d) bank charges applicable to the payment method or system used by the Customer.
(e) value added tax or any other applicable sales tax; and
(f) any customs, import or other similar duties charged in respect of the sale and importation of Products into the country in which the Customer is resident, or in which the Delivery Point is located.
(g) costs incurred due to changes in the Customers’ requirements following the issue of an Order Confirmation, including (but without prejudice to the generality of the foregoing) terminal or warehouse storage charges, Costs related to repackaging, relabeling or re-routing of the Products.
(h) any other Costs, charges or expenses specified as such in these Terms and Conditions.
Invoice: supporting document of the sale made to the Customer, which is issued by the Company in relation to the Products and includes the amount of all Expenses.
Order: a request in writing (whether by WhatsApp, email, or any other method of written communication, sent by the Customer to the Company, for the supply of Products or confirmation of an order for Products, which is accepted by the Company in accordance with section 2.
Order Confirmation: document containing the confirmation of the order issued by the Company to the Customer by which it undertakes to deliver the Order in the quantities, characteristics and estimated delivery dates indicated therein.
Price: the price of the Products charged by the Company (excluding Expenses).
Specification: the description of the characteristics of the Products (certificates of analysis) and the data sheet (if any) attached to the Order Confirmation and any other specification agreed in writing between the Company and the Customer from time to time.
Terms and Conditions: this set of rules ( as may be amended from time to time) and guidelines of mandatory compliance binding on the buyer, which regulate the sale of Products from the Company to Customers.
- ORDERING, CONFIRMATION AND CANCELLATION PROCESS
2.1 Where the Customer wishes to order Products, the Customer must request an Order from the Company.
2.2 Each Order shall constitute an offer (arts. 845 et seq. C. de Co.) to purchase Products from the Company at the prices in effect at the date on which the Order is placed. The placing of an Order shall constitute the Customer’s irrevocable acceptance of these Terms and Conditions and confirmation that no other terms and conditions, whether written or oral, shall apply in respect of the Order. The Customer shall ensure that it reads and is familiar with the terms of its Order and provides the Company with any Specifications in a complete, accurate and suitable manner for the intended purposes.
2.3 No Order shall be deemed to have been accepted by the Company unless and until:
2.3.1 the Company issues an Order Confirmation or the Company delivers the Products to the Customer;
2.3.2 the Company has received from the Customer a duly completed application form (where the Company requires the opening of an account) and has offered the Customer a pro forma account.
2.3.3 The Company may, at its sole discretion, accept amendments to an Order prior to the manufacture of the Products following acceptance and reserves the right to charge any consequential Expenses and to alter the Prices for the Products.
2.4 The Company will arrange for delivery of the Products to the Delivery Point as set out in paragraph 4.
2.5 Any quotation in relation to Prices which may be given verbally or in writing will only be valid if it forms part of the Order Confirmation or, where no Order Confirmation has been issued, the value advised by the Company at the time of delivery of the Products to the Delivery Point. Any quotation issued by the Company will only be valid for a period of 30 Business Days from the date of issue unless withdrawn or amended by the Company during that period.
2.6 If a Customer wishes to cancel an Order, it must immediately notify the Company in writing. Should the Company agree to the cancellation, it will notify the Customer in writing. The Customer undertakes to indemnify and hold the Company harmless from and against all costs, claims, losses (including loss of profits), liabilities and expenses of whatever nature which it may suffer or incur directly or indirectly as a result of the Customer’s cancellation of the Order.
- DESCRIPTION AND SPECIFICATION OF PRODUCTS
3.1 The Customer shall be solely responsible for testing samples of the Products (including combinations thereof) for suitability and use prior to placing an order for any of its Products. The Company accepts no responsibility and gives no warranty in respect of its Products other than as set out herein and shall accept no liability to the Customer or any third party for any loss suffered by them.
3.2 Without prejudice to paragraph 4.10, Products delivered to a Customer shall be warranted for ten (10) working days from delivery. The Company warrants that all Products delivered to a Customer match samples of such Product previously supplied to such Customer and, where applicable, conform in all material respects to the Specification. Otherwise, the quality, condition, description, conformity to sample or fitness for purpose (whether legal or otherwise) shall not be the responsibility of the Company.
3.3 All samples, drawings, descriptive material, illustrations, specifications and advertising issued by the Company by whatever means are issued or published for the sole purpose of giving an approximate idea of the Products described therein. No express or implied warranty is given in respect of them and no part of such material forms or shall be deemed to form part of the Specification.
3.4 The Company reserves the right to make any changes to the Specification which are necessary to comply with any statutory or regulatory requirement applicable to the Products or the Company.
3.5 Any typographical, clerical or other error or omission in any sales brochure, quotation, price list, Order Confirmation or invoice or other documentation or information issued by the Company shall be subject to correction.
- DELIVERY OF PRODUCTS, DOCUMENTATION AND DEFECTS IN PRODUCTS
4.1 All contracts for the supply of Products, unless otherwise specifically stated in these Terms and Conditions or otherwise agreed in writing with the Customer, shall be subject to INCOTERMS 2023 on the following basis: –
FCA for export or domestic orders when requested by the Customer and agreed by the Company, and in such cases the customer is responsible for collection (by prior arrangement) by the Company from the relevant manufacturing facility for onward delivery to the Customer’s premises.
CPT or CFR (sea) for all other orders that do not have FCA as the agreed INCOTERM and excluding where the Company is unable to ship for other reasons.
In all cases where Products are to be imported into a country outside of Colombia, the Customer is the importer of record for the Products and must appoint a customs agent and be responsible for the import. The customs agent must be notified in the relevant Order.
4.2 Where insurance is required, this may be contracted by the Company if requested by the Customer and will be charged as an Expense.
4.3 Costs incurred by the Company in respect of specific documentary requests and requirements, including, but not limited to, Certificates of Origin, country-specific customs processes (e.g. freight, customs duties), fuel surcharges, dangerous Products surcharges, shipping documentation, container rental, emptying and cleaning, container delays, will be charged as Expenses to the Customer. The documentation supplied will be that required for the mode and destination established in the Order. This will include, among other things, Dangerous Goods notes, shipper’s instructions, certificates, among others.
4.4 The Company will designate its freight forwarders and those in charge of carrying out the export process, however, the Customer may choose to choose its own freight forwarder, but the Company will not be responsible for its handling, insurance and costs charged by the latter to the Customer.
4.5 The Company shall be deemed to have fulfilled its contractual obligations in respect of each delivery provided that the quantity actually delivered does not exceed 5% more or less of the quantity specified in the Order Confirmation or, where no Order Confirmation has been issued, in the Order request. Provided that the Company has complied with this section 4.5, the Customer shall pay for the actual quantity of Product delivered.
4.6 Delivery of the Products shall take place at the Delivery Point. Acceptance of any change to the Delivery Point requested by the Customer shall be at the Company’s sole discretion and the Customer shall be responsible for any additional Expenses incurred by the Company as a result of such change. Where appropriate, the Company will arrange suitable transport to the Delivery Point. On completion of delivery, the Company (or its appointed agent) shall provide a Delivery Note at the Customer’s request.
4.7 Delivery or performance dates in relation to the supply of Products are approximate only and, unless otherwise expressly stated in the Order Confirmation, time is not of the essence for the delivery of the Products.
4.8 The Company shall have absolute discretion as to the manner and frequency of delivery and may make delivery in one or more instalments. Each instalment shall constitute part of the performance of the Order and the Customer shall not be entitled to cancel or terminate or repudiate the contract relating to the Order by virtue of the Company’s exercise of this clause. Without prejudice to anything contained in these Terms and Conditions, the Company shall not be liable for any direct, indirect or consequential loss (all three terms include, without limitation, pure economic loss, loss of profit, loss of business, depletion of goodwill, reputational damage or similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in delivery of the Products (even if caused by the Company’s negligence), nor shall any delay entitle the Customer to terminate or rescind any Order unless such delay exceeds 180 days from the date of the Order or the date of the relevant Acknowledgement of Receipt of the Order by the Company.
4.9 The Customer may, within five (5) Business Days after the arrival of any delivery of the Products at the Delivery Point, give written notice of its rejection to the Company on account of any defect whereby the Customer claims that the Products delivered do not comply with the warranty referred to in paragraph 3.2 and which was apparent upon reasonable inspection . No Products may be returned to the Company without the Company’s written consent. Without prejudice to the foregoing, any returned Products which the Company considers to have been supplied and which do not comply with the warranty referred to in paragraph 3.2 will be replaced free of charge or, at the Company’s discretion, the Customer will be refunded or credited the Price or the relevant part thereof, after which the Company shall have no further liability to the Customer in respect of the returned Products
4.10 Notwithstanding paragraphs 3.1 and 3.2, the Company shall not be liable for any defect in the Products which arises wholly or partly from normal deterioration due to the passage of time or from failure to store, handle or use the Products for the purposes for which they were made in accordance with the Company’s written recommendations, or for any wilful damage, neglect, exposure to abnormal conditions or alteration by the Customer, its agents, employees or subcontractors.
4.11 If the Customer fails to give the notice specified in paragraph 4.9, the Products shall be deemed to be in compliance with their characteristics, quality and suitability and the Customer shall accordingly be deemed to have accepted delivery of the Products to the Customer’s satisfaction. Except as provided in paragraphs 3.1 and 3.2, and always subject to paragraph 4.9, the Company shall have no further liability to the Customer in respect of such Products.
4.12 If after the five (5) Business Day period referred to in paragraph 4.9 has elapsed, the Customer wishes to claim that any of the Products do not comply with the warranty referred to in paragraph 3.2, the Customer shall do so in writing, setting out the reasons for its claim in detail. If requested by the Company, the Customer shall (at its own cost and risk) return to the Company any Products in question still in its possession in their original condition and shall also provide such additional information as the Company reasonably requires in order to assess its claim. The Company will respond to the Customer within a maximum period of fifteen (15) Business days regarding the warranty of the Products.
4.13 If for any reason the Customer fails to accept delivery of any of the Products having been notified by the Company or its appointed transport agent that they are ready for delivery, or if the Company is unable to deliver or procure delivery of the Products on time because the Customer has failed to provide appropriate instructions, facilities, documents, licences or authorisations:
4.13.1 the risk in the Products shall pass to the Customer;
4.13.2 the Products shall be deemed to have been delivered; and
4.13.3 the Company may store the Products until such time as delivery is made to the Customer as it deems appropriate in its absolute discretion and without liability to the Customer, after which the Customer shall be liable for all related Expenses incurred by the Company in connection therewith. 4.14 In the event that a period of ten (10) Business Days has elapsed following the Customer’s failure to accept delivery of the Products, the Company shall have the right to sell the Products for the Customer’s account and retain any sums paid by the Customer to the Company to cover any Expenses associated with the Order, but without prejudice to the Company’s right to claim from the Customer any amount owed in accordance with these Terms and Conditions and applicable laws.
4.15 The Company shall have the right to suspend or cancel all subsequent deliveries in respect of any Order or to refuse to accept any new Orders from the Customer in the event that the Customer has not paid when due any amount owed to the Company in accordance with these Terms and Conditions.
- IMPORT AND EXPORT LICENSES
5.1 The Customer shall obtain, at its own cost, all licences, permits and consents (including, without limitation, import and export permits) in connection with the purchase and delivery of the Products required from time to time. If required by the Company, the Customer shall make such licences, permits and consents available to the Company prior to the Company making any delivery of the Products.
- PAYMENTS
6.1 The Customer shall pay the Company for the Products in accordance with this Section 6.
6.2 Prices may vary from time to time if the Company notifies the Customer in writing or by email. The price applicable to each Order shall be determined as follows: –
6.2.1 the Price of the Products as communicated to the Customer in the Order Confirmation; or
6.2.2 the Prices advertised by the Company.
6.3 Without prejudice to any other express or implied provision contained herein, the Company shall be entitled to invoice the Customer for all Orders when they leave the Company’s premises together with all Expenses when the Delivery Point is located in Colombian territory. Otherwise, Orders shall be invoiced when responsibility for the Products has passed to the Customer in accordance with these Terms and Conditions. .
6.4 All claims for Invoices, Expenses and any other amounts of money referred to in these Terms and Conditions shall be construed as amounts exclusive of sales tax, any similar sales tax or any tax in lieu of such taxes. Any tax payable in respect of such amounts shall be paid in addition to such amounts. If the Customer is required under any applicable law to withhold or deduct any amount from payments due to the Company, the Customer shall deliver the respective withholding certificate in order to claim them from the tax authority.
6.5 Time for payment shall be of the essence and no payment shall be deemed to have been made until the Company has received payment in its bank accounts.
6.6 If the Customer fails to make payment on or before the due date, default interest shall accrue at the maximum rate permitted by the Financial Superintendence on the overdue amount. Interest shall accrue from the due date of the invoices until the effective date of payment of the invoices.
6.7 The Customer shall make all payments due without any deduction by way of set-off, counterclaim, discount or otherwise, unless the Customer has a valid court order requiring it.
6.8 The Customer warrants that all payments made will comply with all applicable laws and regulations and undertakes to indemnify the Company against all costs, claims, damages, expenses and liabilities arising from the Customer’s failure to comply with this provision. The Customer undertakes to provide the Company with any information that the Company may request to confirm compliance with this clause or to establish and validate the Customer’s solvency, when so required by the Company.
- RESPONSIBILITY AND OWNERSHIP OF THE PRODUCTS
7.1 Responsibility for the Products shall pass to the Customer as follows:
7.1.1 Upon delivery to the Company’s nominated carrier; or
7.1.2 As determined by INCOTERMS 2023 where the Company has agreed to a different condition of supply than those set out in clause 4; or
7.1.3 the Products are otherwise at the Customer’s disposal.
The Customer shall be responsible for arranging and maintaining adequate insurance for the Products in respect of such risk and the Company shall have no liability for the Products once they have been delivered or are deemed under this clause to have been delivered to the nominated carrier or are at the Customer’s disposal (as the case may be).
7.2 Ownership of the Products shall not pass to the Customer until the following occurs:
7.2.1 the Company receives payment in full for such Products in accordance with paragraph 6.5 for the Products and any other Products which the Company has supplied to the Customer and for which payment has become due, in which case ownership of the Products shall pass on payment of all such sums; and
7.2.2 the Customer resells the Products, in which case ownership of the Products shall pass to the Customer at the time specified in paragraph 7.4.
7.2.3 the Products are delivered to the Delivery Point where the Customer has prepaid for them.
7.3 Until ownership of the Products has passed to the Customer, the Customer shall:
7.3.1 store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the property of the Company.
7.3.2 not remove, deface or obscure any identifying marks or packaging on or relating to the Products.
7.3.3 keep the Products in satisfactory condition and to insure them against all risks for their full price from the date of delivery; and
7.3.4 provide the Company with all information that the Company may reasonably require from time to time relating to the Products and the Customer’s current financial position.
7.4 The Customer may resell or use the Products before the Company has received payment for the Products. However, if the Customer resells the Products before that time, it does so as principal and not as agent of the Company and title to the Products will pass from the Company to the Customer immediately before the time at which the resale by the Customer occurs.
7.5 At any time before title to the Products passes to the Customer, the Company may, by written notice, terminate the Customer’s right under clause 7.4 to resell the Products and require the Customer to surrender all Products in its possession which have not been resold, or irrevocably incorporated into another product.
- CHANGES TO PRODUCTS
The Company may, immediately upon written notice to the Customer, change the specification of any Products. The Customer shall have the right to cancel Orders or part of an Order where changes to the Product are required by the Company to comply with any law or regulation in relation to that Product.
- LIMITATION OF LIABILITY
9.1 The Company and the Customer undertake to fully and effectively perform their obligations on the terms and conditions set out herein. The Customer shall compensate the Company for all financial losses suffered as a result of its failure to do so, where these are the direct and exclusive consequences of such failure.
9.2 The Company shall not be liable for any errors or faults incurred by the Customer or its dependents, employees, subcontractors or agents as a result of acts related to non-compliance with these terms and conditions.
9.3 Save as set out in paragraphs 9.1 and 9.2, all other liability of the Company in relation to the Products is excluded to the fullest extent permitted by law.
- FORCE MAJEURE
10.1 The Company reserves the right to postpone the delivery date or cancel Orders or reduce the volume of Products ordered by the Customer without any liability if it is prevented or delayed in the development of its activity due to circumstances beyond the reasonable control of the Company, including, without limitation, government actions, war, internal unrest or national emergency, acts of terrorism, protests, riots, fires, explosions, floods, epidemics, pedestrian closures, strikes and any other event that is classified as force majeure or fortuitous event according to Colombian law and jurisprudence.
10.2 In the event that such event continues for a continuous period of more than 180 days, the Customer shall have the right to notify the Company in writing of the total or partial termination of any pending and unexecuted Order.
- CONFIDENTIALITY OF INFORMATION AND INTELLECTUAL PROPERTY RIGHTS
11.1 The Customer undertakes to keep absolute confidentiality regarding the information that it knows about the Company and that is necessary for the execution of the business, as well as other technical, scientific, commercial, economic, financial data, databases and other information that it may become aware of during the execution of the business. The Customer may only use the information that it knows for the execution of the business.
11.2 The Customer must delete all information provided by the Company and destroy all data assets or derived information to which it has had access after the termination of the contractual relationship.
11.3 The Customer’s obligation of confidentiality is as long as the contractual relationship remains in force and will last for 2 more years after its termination.
11.4 All intellectual property rights, including, but not limited to, proprietary formulas, compositions, specifications and other proprietary processes (each as now existing or as specified and disclosed to the Customer by the Company) (collectively, the “Formulations”), used or developed by the Company in connection with the supply of the Products to the Customer remain the exclusive property of the Company. The Customer acknowledges that it does not have any ownership rights to these Formulations and agrees not to reproduce, reverse-engineer, analyse for any purpose or disclose to any third party any of the Company’s Formulations for any purpose other than as authorized by the Company in writing. Any specific Formulation and all related documentation and knowledge are owned outright by the Company.
11.5 In the event that the Company shares samples of the Formulations, the Customer’s use shall be limited to review of:
11.5.1 the Customer’s compliance with local, domestic and international regulatory requirements;
11.5.2 safety of the Formulations and of the Customer’s product(s) within which the Formulations are to form a part thereof;
11.5.3 technical requirements established by retailers or Customer’s customers relating to the Formulations or products(s) containing the Formulations, including fragrance or olfactory characteristics.
11.6 The Customer shall ensure that its employees, agents, representatives, contractors and subcontractors comply with these terms and conditions and shall be responsible for any breach of these terms and conditions by such parties. Nothing in these terms and conditions shall be deemed to grant a license directly or by implication or otherwise under any patent or patent application, trademark or trademark application or to any Formulations disclosed pursuant hereto. The parties agree that the disclosure of any Formulation or other proprietary information to the Customer is not an offer of sale, or of any particular fitness for use, or that the Company will provide commercial quantities of any Formulation, and that any Formulation is an experimental composition.
- ASSIGNMENT
The Customer may not assign the rights and obligations arising from the contractual relationship with the Company, without the prior written consent of the latter. In the event that the Customer assigns the rights and obligations without its consent, it will result in the immediate termination of the contractual relationship between the parties.
- NOTIFICATIONS
13.1 Any notification or other communication that must be made under this agreement will be made in writing and may be sent by certified physical mail or certified email to the party to be notified, to the registered office or to the judicial notification mail of said party.
- LEGISLATION AND JURISDICTION
13.1 These terms and conditions will be subject to Colombian legislation and jurisdiction, in case of conflict.
- INTELLECTUAL PROPERTY
15.1 The Customer declares that in all the activities it carries out and in the use of all the tools and/or elements it uses for their execution, it will not infringe the intellectual property rights (copyright and industrial property) of third parties, and therefore, in the event that any third party seeks or exercises any action against the Company for violation of any applicable rule on intellectual property, the Customer will defend the interests of the Company.
The violation of these provisions will not only produce a breach of contract that may lead to the early termination of the contractual relationship and compensation for damages, but also to the application of sanctions for acts of unfair competition and/or violation of intellectual property rights, in accordance with the provisions of Colombian legislation.
- PROTECTION OF PERSONAL DATA
16.1 Each party, as the owner and controller of the personal data, freely and voluntarily authorizes, by accepting these terms and conditions, that the personal data provided be compiled, stored, consulted, used and, therefore, be subject to processing in databases, in accordance with the provisions contained in Law 1581 of 2012, its regulatory decrees and the personal data policy of Company.
16.2 The data will be intended solely and exclusively for the full fulfillment of the business obligations and to maintain efficient communication between the parties, therefore the transfer or alienation of this personal data is prohibited.
16.3 If the Customer were to have access to any of the databases owned by the Company, in order to carry out its contractual obligations, it must process the data in accordance with the Company’s personal data policy and act as the person in charge of the information within the parameters of Law 1581 of 2012, its regulatory decrees and without giving it a purpose other than that of executing the business.