DESCRIPTION OF THE DOCUMENT AND RELATION TO THE CONDITIONS OF PURCHASE

Any order for products, whether standard or promotional, signifies knowledge and acceptance, by the Buyer and without reservation, of the Seller's general conditions of sale. They cancel all other conditions previously issued.

These general conditions include the prices, this text and the annexes. Unless accepted in advance and in writing by the Seller, no special condition may prevail over the General Conditions of Sale.

Any condition proposed by the Buyer will therefore, in the absence of express acceptance, be unenforceable against the Seller, regardless of when it may have been brought to his attention.

The placing of an order by the Buyer necessarily implies the waiver of any General Conditions of Purchase or of invoking any provision contrary to these Conditions.

ORDERS, DEADLINES AND DELIVERY

1. 1. Orders are firm and final and no cancellation or modification will be possible without prior written acceptance from the Seller. Unless it is demonstrated that the cancellation comes from the Seller, any deposits paid will remain acquired by the Seller as damages.
   2. Only orders containing the following information will be executed: date of the order, description of the products, quantities, applicable price, total amount of the order, place and date (day and time) of desired delivery/collection, name and contact details of the carrier responsible for collection.
   3. Orders can be executed within a minimum period of 3 working days (Saturdays, Sundays and public holidays excluded) after their receipt by the Seller.

   These delivery times are given for information purposes only. Any delays cannot give rise to compensation, refusal of goods, or cancellation of the order.

   The Seller undertakes to inform the Buyer of any unavailability of the product, whether temporary or lasting, this unavailability making any delivery delay irrelevant.

   Any non-compliance with the delivery conditions by the Buyer entails the right for the Seller to invoice the Buyer for the carrier's waiting time.

   4. The Seller reserves the right to split any order in the event that the quantity ordered at once, or in a series of successive orders transmitted within a period of 1 month, represents more than 30% of the quantities delivered during the past calendar year. .
   5. To be admissible, any dispute regarding the condition of the goods must be the subject of reservations recorded on the delivery slip, signed by the recipient and countersigned by the deliverer.
   6. The Seller reserves the right to suspend its deliveries upon the occurrence of any event likely to reveal a reduction in the apparent solvency of the Buyer.

LOGISTICS 

If the Buyer comes to load the goods at the Seller's premises, transport is carried out at the Buyer's risk without any exception and despite the terms of the article on the Reservation of Title Clause. In the event that the goods travel accompanied by customs or tax documents, if these documents are not returned on time, the Buyer will reimburse the Seller for all sums that the Seller may have to bear, including duties and taxes.

To prepare orders subject to collection, the Seller must have received confirmation of the appointment 5 working days before the collection date. Transporters must respect the safety protocol in force at the collection site.

Consequences of non-compliance with the collection conditions by the Buyer:

– invoicing of a penalty of 500 euros per load for a delay of more than 5 days,

– refusal of loads for collections without an appointment or not corresponding to the date provided for in the order.

FINANCIAL TERMS

1. Prices are for cash payment.

They can be modified at any time subject to 10 days' notice unless there is a change in the tax system in force.

No discount is granted for early payment unless expressly agreed otherwise.

Prices include specific conditions depending on the geographic area of delivery.

2. All payment documents (promissory notes, LCR, checks, etc.) must reach the Seller before the due date indicated on the invoice.

3. Consequences of any total or partial non-payment, on the payment date indicated on the invoice:

□ immediate payment of all amounts remaining due regardless of the payment method provided and the due date.

□ payment as a penalty clause of compensation equal to 50% of the sums due and unpaid including any legal and extrajudicial costs, in particular penalties and bank charges where applicable. This penal clause will apply without the Seller having to justify the importance and nature of its damage.

□ compensation, up to the amount of the principal plus interest, costs and accessories, with all credits, credits, reimbursements, rebates, rebates or rebates and more generally all sums that the Seller may owe to the Buyer for whatever reason it would be.

□ suspension of all deliveries until full payment.

□ termination of any contract or any order in progress following formal notice to pay by letter RAR, which has had no effect.

□ loss of discounts, rebates, rebates, possibly granted by the Seller but not yet paid,

□ cash payment for deliveries of the two orders following the date of detection of failure to pay on time.

Any unilateral deduction on the part of the Buyer from one of its payments would be considered a default of payment and may result in all of the above consequences.

4. The invoice is established at the Rate applicable to the geographical area of delivery, in effect on the delivery date. The invoice is established according to the tax system in force and will be modified automatically in the event of a change therein.
5. Any return accepted by the Seller or unavailability of the ordered product communicated by the Seller will result in the constitution of a credit for the benefit of the Buyer, this credit being in no case an acceptance by the Seller of any penalty or any damage and interests whatsoever.

TITLE RETENTION CLAUSE

All goods remain the property of the Seller until full payment of the price.

It is specified that by full payment of the price the Seller means the actual collection of the payment document and not the delivery of a document creating an obligation to pay.

In the event of payment by installments, there is only full payment after payment of all due dates.

Any extensions of due dates granted will be accompanied by the same reservation of ownership.

The risk of loss or deterioration of the goods as well as responsibility for damage which they could cause are transferred to the Buyer upon delivery of the goods. The Buyer must insure them on behalf of the Seller and at his expense.

The goods will be used or resold by the Buyer in the chronological order of the Seller's deliveries. Consequently, the goods in stock with the Buyer will be deemed to relate to the Seller's unpaid invoices. The return of goods belonging to the Seller under this clause will be at the expense and risk of the Buyer. Where applicable, the Seller reserves the right to claim the goods in the hands of any sub-purchasers.

In the event of resale, the claim may be made on the price of the goods or any corresponding debt, even in the hands of any holder or assignee, the Buyer undertaking to assist the Seller in the recovery of these debts. from sub-purchasers.

In all cases, the Seller is subrogated to the rights of the Buyer with regard to all sums or compensation which may be due to him, for any reason whatsoever, and in particular insurance, up to the price. goods delivered and not yet paid for.

GUARANTEES

The Seller's contractual obligations are automatically suspended and the Seller's liability is released in the event of events likely to stop or reduce the manufacturing or transport of the goods or prevent the normal execution of sales. Likewise, the Seller cannot be held liable in the event that the products sold are stored in abnormal conditions or conditions incompatible with their nature.

The Seller's guarantee is limited to the replacement of goods recognized as defective, to the exclusion of all damages for any reason whatsoever, in particular loss of material, loss of profit, etc., and in general for any alleged damage, direct or indirect, the Buyer must, before use or resale, check the goods.

To guarantee the quality of its products and preserve its brands, the Seller has the right to take back, anywhere, products whose quality is in doubt, the Buyer undertaking to provide assistance, in particular logistics and establishing stock.

LITIGATION 

Any claim by the Buyer for sums that the Seller could potentially owe to it for any reason whatsoever must be notified by LRAR no later than 4 months after the calendar year for which the sum is claimed. Otherwise, the complaint is not admissible.

In the event of a dispute in the interpretation and/or execution hereof, jurisdiction is assigned to the Commercial Court of NANTES, the applicable law being French law.

INDUSTRIAL AND COMMERCIAL PROPERTY

The sale of the products does not confer any rights to the Buyer over the brands or distinctive signs affixed to these products.

The production by the Buyer of any advertising message or promotional operation including brands or distinctive signs affixed to the Seller's products is subject to the Seller's prior written authorization.

The Seller reserves the right to refuse the broadcast of advertising messages that would denigrate or infringe its brands.

When the Buyer places the Seller's products online, the Buyer undertakes to only use photos and logos transmitted by the Seller, for which prior written agreement is mandatory.