1. General clause
All the services of the CTCPA are subject to the present general terms and conditions which are intended to define the conditions of execution of the mission of the CTCPA, except formal and express derogation of the CTCPA expressed within the framework of particular conditions appearing in the proposal transmitted to the Customer. The Customer therefore waives the benefit of any contrary clauses contained in its commercial documents, over which the present general conditions will prevail
2. Confidentiality and impartiality
The CTCPA undertakes to do its utmost to keep confidential, for the duration of the present service contract, all the information of which it will have knowledge on the activity of the Customer, except with the express authorization of the latter. Its staff is subjected by its statute to the professional secrecy to treat the information relating to the reasons which motivate the collaboration of the parts, with the contents of the mission entrusted to the CTCPA, with the results obtained for the account of the company and its internal operation.
The usual precautions are taken at all times to control the distribution and storage of information media (paper or computer files).
However, the CTCPA reserves the right to mention the name of the Customer or its corporate name in its commercial documents for reference purposes. The CTCPA being a technical center under the supervision of the State, the contracts signed with the CTCPA can be seen by an operator of the French State subjected to the respect of the confidentiality within the framework of controls of its activity.
This confidentiality clause does not include any form of exclusivity. In addition, if the CTCPA is imposed a co-contractor or subcontractor by the customer, the CTCPA would not be held responsible for any disclosure of confidential information to a third party.
The CTCPA staff is contractually bound to professional secrecy. The activities of the laboratory are carried out in complete impartiality.
The Client agrees not to exert any pressure on the CTCPA and its staff to influence the results of the analysis and study in any way.
3. Formation of the contract - Duration
When a contract for technical services is established by the CTCPA, it constitutes the special conditions which modify or complete the present general conditions. The period of validity of the offer is fixed in these special conditions and the contract is concluded for the duration stipulated therein.
4. Non-drafting commitment / industrial property
The execution of the contract puts members of the CTCPA directly in relation with the customer. In order for the CTCPA to keep its know-how, the customer is therefore forbidden to hire (or to associate in its capital), even on a temporary basis, an employee of the CTCPA so that he directly or indirectly carries out a mission concerning a subject identical to the service carried out. This prohibition is limited in time to the duration of the contract and 2 years after the end of the contract. It concerns all the persons employed by the CTCPA during the duration of the contract with the customer and/or who will have been even temporarily in the 24 months following the end of this contract, even in case of resignation during this period.
In case of violation of this prohibition of solicitation, the CTCPA will be able to compel, if necessary under penalty, the client to break the illicit work contract(s) without prior notice and claim damages. It is the client's responsibility to verify the professional background of its candidates. It cannot claim to have been unaware of the links between the recruited employee and the CTCPA. The customer commits himself not to engage a recruitment action with the CTCPA team.
This prohibition on poaching is limited to a period of 2 years from the end of this contract with CTCPA.
The Customer shall not claim any industrial property rights (patent, trademark, etc.) on all or part of the technological elements resulting from the work carried out by or in collaboration with the CTCPA without the formal written authorization of the CTCPA.
5. Terms of payment
In remuneration of its services, the CTCPA will receive the sums whose amounts and terms of payment are fixed in the special conditions appearing in the proposal. The prices indicated are exclusive of taxes. A deposit (of an amount at least equal to 30% of the value of the proposal, except for specific derogation) will have to be paid before the beginning of the services, except for the services carried out on behalf of companies based outside the French territory, which will have to be paid in advance in their entirety.
Payments are made within 30 days of the end of the month, net and without discount, even in case of early payment.
In the event of late payment, as a penalty clause, the customer will be liable to pay a penalty calculated by applying to the total amount of the sums due an interest rate equal to 3 times the legal interest rate applicable in France.
Specific information concerning benefits covered by paying agencies:
The payment can be issued by a paying organization (training funds such as OPCO, public authorities, others ...) different from the Customer, for that :
- The request for reimbursement must be made by the Client to his paying organization before the beginning of the action;
- The Customer is responsible for the proper completion of the payment of the service to the CTCPA which provides a service. He is in particular responsible for the payment of the part of the service financed by the paying organization which he must ensure.
If the notification of coverage by the paying organization does not reach the CTCPA before the beginning of the action, the totality of the service will be invoiced to the company which will have to pay directly the amount of the service.
In the event that the paying organization does not cover or only partially covers the costs of the service, whatever the reasons, the difference between the sums paid by the paying organization and the cost of the service invoiced by the CTCPA will be directly charged to the Customer who will have to pay this amount on the due date mentioned on the invoice which will be issued by the CTCPA for this purpose, including in case of modification of the level of financial coverage by the paying organization during the project.
If certain information must be added to the invoice, the Client must clearly request it (e.g. names of trainees, places and dates of realization...).
5. Warranty - Limitation of liability
Each contract of services of the CTCPA is established on the basis of a precise expression of the customer's need, such as it will be summarized and presented in the proposal according to the term which will be retained. As such, the client will be solely responsible for the destination of the service and the exploitation of the results obtained. As soon as the quotation or the service contract is signed, the client commits to providing information and means specific to the service contract, and to paying the sums mentioned in the contract according to the agreed terms.
The obligation of the CTCPA is limited to the execution of the ordered services, as defined in the accepted proposal and its possible modifications agreed upon by both parties, according to the rules of the art as practiced on the relevant market and within the limits of the information provided by the Customer, without the verification of the accuracy or completeness of the communicated information being imposed upon the CTCPA.
The CTCPA undertakes to implement the means described in the proposal as regards technological, consulting or expertise services, or to produce the agreed results as regards analysis services. In the event that the CTCPA expresses reservations on possible insufficiencies concerning the services or analyses requested, its responsibility will not be engaged in the event of maintenance of the request by the Customer.
In the event that a CTCPA staff member is unavailable to perform the service, including a staff member named in this proposal, another experienced CTCPA staff member will replace him/her. The participation of a CTCPA staff member named in the proposal is not considered an essential term of the contract, as CTCPA has several staff members with similar skills who are capable of managing the projects
In case of supply of material by the Customer (material must be understood in the broad sense and includes any provision by the Customer and in a non-exhaustive way of consumables, ingredients, materials whatever they are, packaging, machines, equipment...) the Customer undertakes to supply material in conformity with the regulatory and/or sanitary and/or safety requirements and will assume the responsibility of the achievement of this conformity and of the consequences in the event of non-conformity. The CTCPA shall not be held responsible for any unsatisfactory result of its work (whatever the deliverables including production of samples) due to non-conforming or insufficient quality material.
The CTCPA does not guarantee any consequences whatsoever, in particular commercial, of the use that could be made of the information and/or deliverables including samples of food products provided during or at the end of the service contract, this use remaining under the sole responsibility of the client.
The CTCPA is an applied research center, its role is to carry out R&D work in accordance with the practices in the profession. The research in freedom of exploitation related to the work and the results of R&D is the responsibility of the customer who commits himself to do his own business, for example by mandating a consulting firm in intellectual property to ensure this mission.
When the CTCPA's liability is incurred, whatever the cause, the field or its nature, whether the damage is material or immaterial, it is limited to the direct and immediate damage related to the CTCPA's services contract, without ever being able to exceed the amount, exclusive of taxes, of the price agreed upon for the proposal during which the damage suffered by the Customer occurred.
The Client undertakes to ensure the coverage of its employees and of all persons assigned by it (whatever the nature of the assignment, and whatever the nature of the persons, in particular subcontractors, partners, contributors, trainees...) in terms of insurance (in particular civil and professional liability) for the duration of the presence of its employees in the premises of the CTCPA or in the premises where the services of the CTCPA are provided (rented for example). If the Customer is not an employee (including if he is a job seeker) he commits himself to be covered in the same way by his insurance.
7. Specific clauses for the use of training materials
Confidentiality clause of the supports
The delivery of materials and training services of the CTCPA does not imply any transfer of its rights or concession of free use to the customer of the said materials.
It is expressly agreed that the training materials communicated by the CTCPA must not be used in whole or in part by the customer or any other staff of his company for purposes other than their internal destinations and in particular for commercial purposes, even as an accessory and/or with any other sales service, including free of charge.
The Customer formally undertakes not to disclose to anyone whatsoever, any documents, materials, studies and achievements issued by the CTCPA on behalf of its own customers or any other person or entity other than those for whom the said training is intended.
It is responsible for ensuring that this prohibition is respected by all its staff and/or agents.
Proof of a breach of this exclusivity obligation may be provided by any means as allowed by case law.
This formal and open-ended commitment by the Customer is a determining condition for the CTCPA, without which it would not have concluded this contract.
Lump sum compensation clause
It is an essential part of the contract that the training materials are not used for any purpose other than their intended purpose by the client.
If the Contractor fails to comply with this obligation and after a first formal notice by registered letter with acknowledgement of receipt has remained without effect after a period of 15 days, the Customer shall pay to the CTCPA the sum corresponding to three times the amount of the cost of the training invoiced to the Customer, as a lump-sum compensation for non-competition, exclusive of the provisions of Article 1231-5 of the Civil Code.
This indemnity clause shall apply without requiring the CTCPA to justify the extent and nature of its loss.
Such compensation shall be payable for each violation found.
8. Conditions for postponement or cancellation
Any request of postponement or unilateral cancellation of the contract by the customer for an intervention mobilizing CTCPA means, whether it is about realization of test in pilot plant or factory, consulting, or training, must, to be effective, be confirmed in writing by means of a letter, a fax or an email.
Except in the case of force majeure, understood as any event beyond the control of the parties (for example: labor dispute leading to a general or sectoral strike, fire, storm, ...), cancellation or postponement occurring less than 3 weeks before the date set for the start of the contract will result in the invoicing to the client of 25% of the amount of the price provided for in the accepted proposal. In the case of a cancellation or a postponement requested less than 48 hours before the date provided for in the special conditions, the billing will be 50% of the amount of the price of the services provided.
In case of danger identified for their safety (in particular in case of absence or bad maintenance of the machines with which the CTCPA collaborators are brought to work, like the non realization of the regulatory interventions of type decennial test on the pressure apparatuses...) the CTCPA collaborators will be able to cancel or postpone in a unilateral way the service until the equipments are in conformity with the regulation in force if necessary, and in safety, and this without compensation whatever it is for the Customer. In the case of a cancellation or a postponement of more than 6 months due to a safety problem as defined in this paragraph, and noted while the service has begun (the beginning of the service being defined by the date of signature by the customer of the estimate), the invoicing will be 50% of the amount of the price of the services planned.
9. Information and Complaints
The CTCPA staff is available to answer all your questions.
Any customer can make a complaint by contacting the CTCPA either by e-mail, by phone or by mail to his contact person or to the Centre Technique de la Conservation des Produits Agricoles. 44 rue d'Alésia, 75682 PARIS cedex 14, Tel. +33 1 53 91 44 00 - contact@ctcpa.org.
For an efficient treatment, the complaint will have to be sent as soon as possible following the reception of the deliverables of the service of the CTCPA (analysis reports for example), it will have to mention the number of the service (or of the concerned analysis report if necessary) and the detailed object of the complaint.
Concerning the CTCPA packaging analyses, the procedure for handling complaints is available on written request to bourg@ctcpa.org or to 04 74 45 52 35.
The department concerned will inform you that your complaint has been received, taken into account and followed up.
10. Resolutory Clause
In the event of non-performance by one of the parties of the obligations appearing in the present conditions or in the particular conditions of the service contract with the customer, this one will be cancelled by right to the benefit of the other party without prejudice to the remaining sums due and the damages which could be claimed.
11. Settlement of disputes
The CTCPA's place of residence is its registered office. Any dispute which may arise concerning, in particular, the validity, interpretation, performance or non-performance, interruption or termination of these general terms and conditions of sale, shall be subject to the mediation rules and, in the event of failure of the mediation, to the arbitration rules of the Paris Mediation and Arbitration Centre to which the parties declare that they adhere. The arbitral tribunal thus constituted shall sit in Paris and shall apply French law. The language of the arbitration shall be French.