TERMS AND CONDITIONS OF SALES AND USE
1. General provisions
Meat B2B, is a simplified joint stock company (SAS) with a issued capital of 40 000 EUR, registered with Nanterre Trade and Companies Registry under the number 849 489 935, and whose head office is located at 9, Avenue Galois – 92340 Bourg-la-Reine (France).
Its intra-community VAT is FR69849489935.
Meat B2B owns, publishes and operates an online marketplace called “Meat B2B”, through which buyers can buy meat products offered by sellers.
Meat B2B is the first international online BtoB marketplace specialized in the meat industry.
The marketplace is accessible through the following link:
In the terms and conditions of sales and use herewith, words and expressions beginning with a capital letter shall have the following meanings:
Account: means the personal account of a Buyer or a Seller on the Platform, opened under the conditions set out below.
Billing Service: means the Service whereby the Sellers entrust the Company for issuing bills under their name and behalf for Orders.
Buyer: means any User who has accepted a Product offered by a Seller on the Marketplace, under the conditions set out below.
Company: means Meat B2B.
Insurer: means the credit insurance provider to whom the Company has outsourced the provision of Insurance Service.
Insurance Coverage: means the maximum cumulative sum of the amounts due by a Buyer for Orders placed, that the Insurer is willing to cover.
Insurance Service: means the credit insurance taken out by the Company for the Sellers, which covers each Seller against unpaid Orders and determines the maximum authorized Insurance Coverage for each Buyer.
Integrity Check Service: means the integrity check of any Seller, made by the Company, through the KYC of MangoPay.
Litigation Management Support Service: means the Service provide by the Company in order to support the Sellers to solve their litigations with any Buyer.
Marketplace: means the online marketplace owns, publishes and operates by the Company, accessible: firstname.lastname@example.org.
Marketplace Services: means all the services made available to Buyers and Sellers by the Company related to the Marketplace itself. These Marketplace Services are: Accounts for Buyers and Sellers; dedicated functionalities for Sellers (such as the creation of photo library (for the Products), with technical data sheet; the creation of offers of Products; etc.); dedicated functionalities for Buyers (multicriteria research of Products; immediate Orders; placing bids; etc.).
Orders: means the sale agreement entered into by a Buyer and a Seller, through the Marketplace, for the purchase of Products.
Party/Parties: means individually the Company or a User and collectively the Company and a User.
Personal Data: any information which enables the identification of a physical or a legal person directly or indirectly (surname; first name; email address; IP address; browsing data; etc.) in accordance with the definition given by Article 4 of the General Regulation of the European Union on Data Protection (GDPR 2016/679).
Products: mean any meat product offered for online sale by Sellers, through the Marketplace.
Recovery Service: means the service provided by the Company, through the credit insurance taken, to recover the amounts of unpaid Orders.
Seller: means any User, who offers Products for online sale through the Marketplace, under the conditions set out below.
Services: means all the services made available to Buyers and Sellers by the Company, including Marketplace services and Support Services.
Shipping Service: means the Service whereby the Buyers entrust the Company with the organization of the shipping of the Products ordered through the Marketplace and the export customs formalities.
Solvability Check Service: means the solvability check of any Buyer, made by the Company, through Euler-Hermes, in order to determine its outstanding.
Support Services: means the services made available to Buyers and Sellers by the Company, supporting the Marketplace Services (Billing Service; Insurance Service; Integrity Check Service; Litigation Management Support Service, Recovery Service; Shipping Service; Solvability Check Service).
TCSU: means the document herewith and any appendices.
User: means any legal person, who accesses the Marketplace and/or buys or sales Products, under the conditions set out below.
3. Legal notice
The Marketplace is published by the Company, which is a simplified joint stock company (SAS) with a issued capital of 40 000 EUR, registered with Nanterre Trade and Companies Registry under the number 849 489 935, and whose head office is located at 9, Avenue Galois – 92340 Bourg-la-Reine (France).
The publication director is Mrs Yuan Zhou.
The Marketplace is hosted by Amazon Web Services EMEA SARL, whose head office is located 38, Avenue John Kennedy – L-1855 Luxembourg.
The purpose of these TCSU is notably to describe: (i) its scope; (ii) non-exhaustively the Products and Services offered on the Marketplace; (iii) the access conditions to the Marketplace; (iv) the opening account conditions by Users (Buyers and Sellers); (v) the conditions of their connection to the Marketplace; (vi) as well as their commitments.
They also describe: (i) the purchasing conditions of Products by Buyers; (ii) their prices and payment; (iii) their shipping terms.
These TCSU cover the limits of the Company’s liability.
The Parties accept that their relationship is governed by the TCSU herewith, to the exclusion of any other pre-existing terms and conditions on the Marketplace.
The TCSU herewith are applicable to all online sales of Products made by Sellers through the Marketplace.
6. Products and Services
Through the Marketplace, Buyers are enabled to place Orders for Products offered by Sellers, under the conditions set out below.
The Products offered are meat products.
The Users acknowledge and accept that the Company has different roles in providing the Services and is therefore subject to different legal statutes:
- within the framework of the Marketplace Services, the role of the Company is to provide a Marketplace through which Buyers can buy Products offered by Sellers;
- within the framework of the Support Services, the roles of the Company are:
o for the Billing Service, to issue bills under the name and behalf of Sellers for Orders;
o for Insurance Service, to take out credit insurance on the behalf of the Sellers to cover the risk of defaulting Buyers;
o for Integrity Check Service, to check on her behalf the integrity of any Seller, through the KYC of MangoPay;
o for Litigation Management Support Service, to support the Sellers to solve their litigations with any Buyer;
o for Recovery Service, to support the Sellers to recover the amounts of unpaid Orders, through the credit insurance taken on the behalf of Sellers;
o for Shipping Service, to organize on the behalf of Buyers the transport of the Products ordered through the Marketplace and the export customs formalities;
o for Solvability Check Service, to check on her behalf the integrity of any Buyer, in order to determine its outstanding, through Euler-Hermes.
Subscription to the Support Services is not optional: there are inseparable of the Marketplace Services for all Buyers (buying EX WORKS or FOB) and Sellers.
7. Marketplace access
Any User may browse the corporate website of the Company without creating an Account and signing up.
In order to browse the Marketplace (accessible through the corporate website of the Company), Users have to create an Account and sign up.
Therefore, purchases and sales of Products, through the Marketplace, are reserved to Users (Buyers and Sellers) having an Account on the marketplace (the opening conditions are set out under Article 8 of these TCSU).
Moreover, the Users (Buyers and Sellers) need to have an appropriate internet access and WIFI connection and/or 3G/4G.
Any fees that may result from the access and use of the Marketplace are incurred by the Users (Buyers and Sellers).
The Market is accessible on a 24 hour/7-day basis.
The Company is entitled to modify, without compensation or notice, the servers or the accessibility times of the Marketplace, as well as to close access to the Marketplace, to make updates, modifications or improvements.
8. Opening Account
Opening an Account on the Marketplace is done according to the instructions provided for this purpose.
Notably, the Seller User and the Buyer User must complete the dedicated account opening form, on the Marketplace (first name; last name; email; password; phone; job title; company name; company type; address; zip/postal code; country; city; registration number).
The Seller User and the Buyer User must also accept these TCSU, by checking the box provided for this purpose at the end of the form.
The opening of his account is then validated by the Company. The Company reserves the right not to validate the opening of an account without having to justify it.
Once this validation is completed, he receives an email confirming the opening of his account (provided that he has entered a valid email address).
When requesting the opening of an Account on the Marketplace, the User guarantees that he is a physical person with a recognized professional status or a legal entity (registered in France with the Trade and Companies Registry or registered with a similar body in another jurisdiction of another country, acting within the framework of its normal business activities as declared with the tax and social security contribution authorities). The Company reserves the right to request any supporting documentation for the said business registration, namely: (i) a KBIS extract (in France), or a certified copy of registration with a trade registry or an equivalent body (outside France), issued within the previous three (3) months; (ii) proof of identity of the person(s) duly representing the company; (iii) banking details.
In order to connect to his account on the Marketplace, the User indicates, through the form dedicated to this purpose, his identifier, as well as his password.
10. Commitments of the Users
As part of their use of the Marketplace, the Users undertake to:
- not to use an identifier which would infringe the rights of third parties, public order and good morals, and to provide accurate and up-to-date information;
- not to disclose their identifiers by any means. The confidentiality and use of their identifiers is their sole responsibility;
- not to use all or part of their elements, other than herein or in a manner that would violate the regulations;
- not to use all or part of their elements, for purposes other than normal use, it being specified that any use and activity deemed disproportionate will be considered not to fall under normal use;
- not to publish, transmit, disseminate, edit or make accessible through the Platform any content that could constitute, without limiting this list, defamation, insults, denigration, threats, blackmail, harassment, incitement to violence, racial hatred and, more generally, the commission of crimes and offences, the spread of false news or financial information covered by secrecy, as well as any content intended to represent or propose for sale objects and/or works, software, content prohibited by law or infringing on the rights of third parties, infringement of the authority of justice, invasion of privacy, the protection of personal data or the confidentiality of correspondence, the defense of crimes against humanity or the denial of genocide, the disclosure of information covered by secrecy or by the right to privacy, or acts endangering minors, in particular by manufacture, the transmission, dissemination or accessibility of messages of a violent or pornographic or pedophilic nature, likely to impair human dignity or likely to permit the manufacture of explosives;
- not to falsify data, messages or documents, headers of messages or identification or connection data or otherwise manipulate an identifier or information in such a way as to conceal the origin of the transmission of content via the Marketplace;
- not to knowingly upload, post, transmit, or otherwise make available any content containing or constituting computer viruses or any other computer code or program designed to interrupt, destroy, divert or limit the functionality or performance of the Marketplace.
- the Seller User shall refrain himself from being solicited outside the Marketplace by a Buyer about a Product for sale on the Marketplace. The sales process must be followed until the end through the Marketplace;
- the Buyer User shall refrain himself from soliciting directly a Seller who has offered for sale Products on the Marketplace.
In the event of non-compliance with any of the User’s commitments, the Company reserves the right to suspend the said User’s Account as of right, without compensation or prior formality.
Users shall, without delay, report any suspected or unauthorized use of their Accounts or fraudulent access to their passwords.
11. Selling Products
In order to sell Products on the Marketplace, Sellers have to add items to their personal shop, trough the section “Product” of their Account and follow the instructions set out on the Marketplace.
The Products can be sold through immediate offers or bids, under the conditions set out under Article 12.
The Sellers are entirely liable for the offers of Products, and more generally, for any content published on their personal shop. Each Seller shall make every effort to display the main features of their Products, as clearly and as accurately as possible, as well as any mandatory information that Buyers are entitled to access by law.
The Product quantities available for sale are specified in the Product description published by the Sellers on the Marketplace, under their sole responsibility. The availability of each Products is updated by the Sellers according to the Orders placed. The Company does not guarantee Product availability.
12. Placing Orders
When Products are referenced by Sellers, the registered Buyers can place immediate offers or bids, regarding these Products.
In any case, Buyers undertake to read carefully the information published by Sellers regarding Products, before placing any Orders.
Products are accessible from the tab “PURCHASING CENTER.”
12.1. Immediate offers
After having selected a Product, in order to place an immediate offer, the Buyer clicks on the buttons “BUY NOW” and “PROCEED TO CHECKOUT.”
He is then redirected on a page summarizing his immediate offer and has to specify the quantity requested (at Seller's discretion) and the port of destination.
The total price the Buyer has to pay, includes shipping and insurance costs.
In order to finalize its immediate offer, he clicks on the button “CHECKOUT.”
He is then redirected on a new page summarizing its immediate offers and must validate or complete the information requested in the dedicated form.
Before confirming his immediate offer by clicking on the button “PAY BY BANK WIRE”, he has to accept the present document, by clicking on the dedicated button.
After having selected a Product, in order to place a bid (if the said Product is available for a bid), the Buyer indicates the price per kilo, he is willing to pay for the said Product.
The status of his bid is then accessible from the tab “BIDDING DETAILS.”
If his bid is accepted, he then has to follow the process sets out under Article 12.1 above.
13. Financial terms
The price displayed on the Marketplace for each Product is ex-VAT, in EUR.
If the Buyer buys the Product, the price displayed on the Marketplace on the page summarizing his immediate offer or bid, is ex-VAT, in EUR and includes shipping and insurance costs, as well as the Company’s commission.
The price is to be paid according to the provisions of Article 13.2 here below.
Payments of the Products are made by international wire transfers on the Marketplace, using a secure payment service (MangoPay).
In general, payments are made in two times:
- a down payment of the amount indicated by the Seller (usually a minimul of 30% of the total cost of an Order). This first wire transfer has to be done at least 7 calendar days before the loading date scheduled from factory. Without this first wire transfer in the time indicated, the concerned Order will be cancelled. No Product will be charged on a container without this first wire transfer;
- a balance payment of the remaining amount of the total cost of the said Order, 10 calendar days before the arrival of the Products at the port of destination.
Wire transfers are made to the bank account detailed in the bill send by email by the Company to the Buyer after he has confirmed his immediate offer or bid (in the conditions set out under Article 12 above).
In case of non-payment of the balance payment by its due date, the applicable late penalties are equal to 3 times the French legal rate of interest.
Moreover, in case of late payment, it shall be applied a lump sum of 40 EUR for recovery costs, in accordance with articles L. 441-6 and D. 441-5 of French the Commercial Code.
The Company, as a business provider regarding the Seller, is mandated by him to issue bills under his name and behalf for Orders (Billing Service), but not cashing the corresponding payments.
Thus, with regard to billing, the Company reserves the right to refuse or cancel any Order of a Buyer in particular in case of insolvency of the said Buyer or in the event of a default of payment of the Order concerned or of a dispute relating to the payment of a previous Order.
Regarding cashing, the funds relating to an Order are placed on the Seller’s “e-wallet” within Mangopay (a bank chosen by the Company) and he can transfer them to his referenced bank account, in accordance with the general conditions of use of Mangopay: (https://www.mangopay.com/terms/PSP/PSP_MANGOPAY_EN.pdf).
After payments for an Order have been made, the Buyer receives the corresponding invoice, sent to the e-mail address provided when the account was created, under the terms set out under Article 8 hereabove.
Products shall be shipped directly to the premises of the Buyer having placed an Order. Therefore, the said Buyer is responsible for ensuring that the Products can be easily delivered by the carriers of the Company or of the Seller.
When the Company is in charge of the shipping, any additional costs that may arise as a result of difficult or impossible deliveries or as a result of a case of “force majeure” will be billed by the Company to the Buyer.
Buyers are invited not to accept Products if they notice any damage to shipment or any non-conformity between the Products delivered and their Orders.
Buyers must notify the Company, as well the carrier in charge, within twenty-four (2) hours of any damage, loss or non-conformity regarding the Products delivered.
15. Transfer of risk and ownership
The transfers of risk and ownership of the Products ordered depend on the Incoterm chosen by the Seller regarding the sale of the said Products and indicated in their summary sheet on the Marketplace.
When the Company is in charge of the insurance, the Buyers hereby acknowledge and accept that the Insurance Coverage is set out by the Insurer alone, under the Insurance Service.
The Company has no influence on the process and shall not be held liable for the level set by the Insurer or for any changes to or cancellation of the Insurance Coverage for a Buyer.
Each Buyer shall forward to the Company any documentation and information required by the Insurer to set the Insurance Coverage level and shall immediately notify the Company of any element that might change the said coverage.
17. Modification of the TCSU
The applicable TCSU are those in force the date on which the order is confirmed by the Client.
These TCSU are available on the Marketplace.
The Company reserves the right to amend the TCSU at any time, without prior notification; any amendments shall be notified to Users by e-mail and/or communicated via the Marketplace at the moment they enter into force.
The TCSU updated by the Company will show the date of the latest version on the top, right-hand side of this document.
18.1. The Company’s liability
The Company shall only be liable for direct loss resulting from its fault, proof of which must be provided by the User.
The Company shall not be held liable for any indirect loss suffered by the User. Notably, indirect loss is understood to mean any financial or commercial loss, any loss of turnover, of profit, of data, of orders or of clientele.
18.2. Buyers’ and Sellers’ liability
The Sellers and Buyers are entirely liable for any direct damage and losses incurred by Company, by other Users and by any third party, caused by the contents that they post on the Marketplace, the Products and the services that they offer and the sales they conclude. They therefore agree not to seek any liability on Company's part in the event of legal action or disputes relating to these contents, the Products or their sale.
Whatever the circumstances, it is hereby expressly agreed that if a Seller is held liable towards a Buyer, or if a Buyer is held liable towards a Seller in the performance of an Order, such liability shall be limited, inclusive of all damage and claims, to the value of the Orders placed by the Buyer involved with the Seller involved during the month prior to the claim being made.
Moreover, the Sellers and the Buyers undertake to not directly enter into contact with each other and make purchases and sales without the Marketplace.
More precisely, during a period of one year as from the date of the first Order from a Buyer to a Seller through the Marketplace, both of them are obliged not to execute new Orders outside the Marketplace. In the event of non-fulfilment of their obligations in this respect, they undertake to pay the Company a lump sum of 100,000 EUR (i.e. 50,000 EUR each)
18.3. Period of limitation
In accordance with Article 2254 of the Civil Code, any legal action by a User in respect of the Company shall be subject to limitation on the expiry of a period of one current year from the date on which the User concerned became aware or is presumed to have become aware of the harmful event.
19. Force majeure
Should a case of force majeure arise, within the meaning of Article 1218 of the French Civil Code, including but not limited to; unforeseeable circumstances such as strikes, stoppages, industrial disputes, closures, floods, fire, production or transportation problems not due to the Company’s actions, supply shortages, war, riots, insurrection and more generally any circumstances or event preventing the Company from reasonably fulfilling its obligations, the Company shall not be liable for any inability to carry out its obligations regarding its duties, provided the Users have been informed immediately of such inability and all necessary measures to limit the consequences thereof have been taken.
Should the consequences of a force majeure event last longer than ninety (90) days, the Parties may terminate their agreement by registered letter with acknowledgement of receipt.
20. Intellectual property
All elements contained in the Marketplace, whose publisher is the Company, are protected by laws relative to intellectual property.
Thus, the Company is the sole holder of rights, titles and interest, including all intellectual property rights, relating to the Marketplace, as well as any ideas, suggestions, requests for improvements, comments, recommendations and other information that Users and third parties may communicate concerning the Marketplace.
Moreover, the Company holds usage rights on all elements accessible on its Marketplace; notably texts, images, designs, logos, icons, sound, software, etc. Consequently, any reproduction, representation, modification, publication or adaptation, in part or in whole, by any means or process whatsoever, is strictly forbidden except where the Company has given its express, prior agreement.
21.1. Personal Data
Collection of Personal Data
Users’ Personal Data are notably collected at the time of opening their account on the Marketplace, placing their Orders and the related payments.
The main Personal Data collected for the Users are: first name; last name; email; password; phone; job title; company name; company type; address; zip/postal code; country; city; registration number.
Purposes of the Personal Data processing
In accordance with law 78-17 of 6th January 1978, amended by laws of 6th August 2004 and 20th June 2018, the Company undertakes to use Users’ personal data solely for the purposes of fulfilling its obligations regarding the Services being offered.
In this respect, Personal Data requested from the Users are notably necessary purchasing Products, their payments and shipment as well as for the establishment of bills.
However, they are not resold.
Recipient of Personal Data
The Company also undertakes to guarantee the confidentiality of Personal Data processed in the execution of its obligations.
Personal Data are likely to be communicated to the Company’s partners responsible for the execution, management and payment of orders. The Company undertakes to ensure that these partners offer sufficient guarantees as to the use of appropriate technical and organisational techniques such that data are handled in a manner which complies with prevailing legislation.
In addition, the Company is entitled to disclose the Users' Personal Data, in the event of an obligation by law or in the event of a breach hereof by such Users.
The consent of the Users is presumed for the use of such data solely for the purpose of opening their Account on the Marketplace, placing Orders and the related payments.
Where Users' Personal Data is used for marketing purposes, express prior consent of Users is required. Users can always withdraw their consent by sending an email to email@example.com.
The Marketplace is hosted by Amazon Web Services EMEA SARL, whose head office is located 38, Avenue John Kennedy – L-1855 Luxembourg.
The collected Personal data are hosted by Amazon Web Services EMEA SARL, whose head office is located 38, Avenue John Kennedy – L-1855 Luxembourg.
The Company undertakes to implement all necessary means to ensure the security and confidentiality of Personal Data.
Thus, in order to protect the Personal Data of its Users, the Company takes a set of precautions and follows the best practices in this regard, to ensure that said data is not lost, diverted, consulted, improperly disclosed, modified or destroyed.
What is a cookie? A "cookie" or tracer is an electronic file deposited on a terminal, such as a computer, a tablet or a smartphone, and particularly read when connecting to a website, reading an email, the installation or use of any software or mobile application, regardless of the type of terminal used.
In particular, the proper functioning of the Marketplace implies the presence of cookies implanted in the User’s computer, during its connection, in order to record the information relating to the navigation (pages consulted, date and time of the consultation, etc.) and the identity of its Users.
During the first connection to the Marketplace, an explanation banner on the use of “cookies” will appear. Therefore, by continuing browsing, the User will be deemed to have been informed and to have accepted the use of these "cookies."
21.6. Personal Data rights
In accordance with prevailing national and European legislation, the User has a permanent right to access, modify, rectify and contest data held concerning him or her.
The User may, subject to presentation of a valid proof of identity, exercise this right by writing by registered letter with acknowledgement of receipt to the Company at the following address: 9, Avenue Galois – 92340 Bourg-la-Reine (France).
If the User does not wish to receive news from or be contacted by the Company (by telephone, text message, mail or electronic mail) or receive invitations, the former may inform the latter via the link provided for this purpose, may modify his or her choices and inform the Company of such using the method described above or, where appropriate, modify the options of his or her online account.
For any additional information or claim, the User should contact the French National Commission for Data Protection and Liberty (CNIL) (www.cnil.fr).
Payments of any Products are made by international wire transfer on the Marketplace, using a secure payment service (MangoPay).
User transaction information is retained for as long as necessary to finalize the relevant Orders. Once the Orders are completed, the corresponding transaction information is deleted.
These TCSU are applicable between the Parties, from the opening of an Account by the User on the Marketplace, until its closure.
This closure may occur:
- at any time on request of the User at the following email address: firstname.lastname@example.org;
- at the sole discretion of the Company, if the User did not comply with any of its obligations hereunder, without prejudice to any damages and interest that the Company may be entitled to claim.
23. Validity / indivisibility
The cancellation, unenforceability or more generally the lack of effect of any provision within these TCSU shall in no way affect the other provisions which shall remain valid and binding.
24. Applicable law and competent jurisdiction
These TCSU are subject to French law.
Any dispute relating to these TCSU herewith shall be brought before the Nanterre commercial court.
25. English and foreign language versions
These TCSU have been drawn up in the English language. In the case of contradiction or confusion, the English version shall prevail over any other version which has been drawn up at the User’s request.
26. Address for legal purposes
The Company’s address for legal purposes is: 9 Avenue Galois – 92340 Bourg-la-Reine (France).