Terms of sale

GENERAL TERMS AND CONDITIONS OF SALE

Y.G.H SASU - Gardam

Article 1 - SCOPE OF APPLICATION

These general terms and conditions of sale (the "General Terms and Conditions") apply to the sale of products marketed by the Seller (the "Products") to any professional customer acting within the scope of his activity and wishing to benefit from them (the "Customer").

In particular, the General Terms and Conditions set out the conditions of purchase, payment and delivery of the Products sold by the Seller. The Customer may obtain a description of each Product from the Vendor in order to ascertain its characteristics.

Placing an order for Products implies the Customer's prior acceptance, without restriction or reservation, of the General Terms and Conditions, which the Customer declares to have read.

The General Terms and Conditions are applicable subject to any stipulation to the contrary appearing on the order form or in any special terms and conditions agreed between the Vendor and the Customer concerned.

Article 2 - PRODUCTS AND AVAILABILITY

The price and essential characteristics of each Product are provided by the Seller. The descriptions may include indications, photographs and graphics which are provided for illustrative purposes only and may be modified and/or updated by the Seller.

The Products offered comply with French legislation and European CE standards in force at the time the order is placed.

The fact that the Seller presents Products does not constitute an obligation to market them, particularly in the event of stock shortage, unavailability of Products or impossibility of marketing said Products, for whatever reason.

Article 3 - ORDERS

Any Customer wishing to place an order with the Vendor must complete and sign a single order form, followed by a commercial collaboration agreement under the terms of which the Customer undertakes to receive, each quarter, a product whose origin may vary.

Article 4 - TARIFF CONDITIONS

The Products are marketed at the price indicated by the Seller for each delivery, expressed in euros excluding taxes and charges.

Prices are firm and non-revisable during their period of validity, the parties expressly waiving their right to invoke the provisions of article 1195 of the French Civil Code.

Any special request from the Customer that gives rise to additional costs (packaging, transport, etc.) will be subject to additional invoicing to the Customer.

If the Products are not received by the Customer and must be returned, the Customer may be billed for additional processing, shipping, transport and delivery costs.

Where the sale of the Products is for successive performance, billable at regular intervals and may be tacitly renewed, any change in the price of the Products will take effect at the start of the next contractual period. In the absence of cancellation by the Customer before this date, the new price will apply to the new contractual period.

Any change in prices resulting from an increase in value-added tax or the creation of any new tax based on the price of the Products will be immediately and automatically applied.

Article 5 - CONDITIONS OF INVOICING AND PAYMENT

The Products are invoiced at the end of the quarter, approximately three months after delivery, for the quantity actually sold by the Customer.

In view of this time lag, the invoice is payable on receipt and payment is made by bank transfer.

In the event of early payment by the Customer, no discount will be applied. Under no circumstances may payments be suspended or offset in any way without prior written agreement between the Seller and the Customer. Any suspension, deduction, or set-off made unilaterally by the Customer will be treated as a default in payment and will entail all the consequences of late payment.

It is expressly agreed that the Customer is validly put in default of payment by the mere due date of the obligation, in accordance with the provisions of article 1344 of the French Civil Code. In the event of late payment of any of the installments, the Vendor reserves the right, in particular, without any compensation being due to the Customer, to

demand immediate payment of all sums due in respect of the Products, which shall become immediately due and payable regardless of their originally scheduled due date;
immediately stop quarterly deliveries
apply any partial payment first to the non-preferential part of the claim and then to the sums that fell due the earliest;
apply, without prior notice, late payment penalties calculated at the rate specified in article L.441-6 of the French Commercial Code to all sums due, from the first day of delay until full payment;
demand payment of a flat-rate indemnity of €40 for recovery costs, for each invoice paid late, and payment of an indemnity equal to 10% of the sums remaining due to it on Product Sales, without prejudice to compensation for any damage actually suffered.

The Vendor shall be entitled to set off, ipso jure and without formalities, any sums that it may owe against the Customer's debts to the Vendor, whether or not the conditions for legal set-off have been met.

Article 6 - DELIVERY OF PRODUCTS

6.1 Delivery

Products can be delivered in the following geographical areas: Metropolitan France,

In the absence of termination of the Commercial Collaboration Agreement by the Customer, by registered letter, at least 15 days before the quarterly delivery, the Products will be sent by the method, to the address and within the delivery period agreed and the corresponding invoice will be issued at the end of the three-month period.

In this respect, the Customer undertakes to make every effort to ensure that the Products are received correctly on the day of delivery. The cost of any new delivery will be borne by the Customer. Furthermore, in the event of a delivery error resulting from inaccurate information provided by the Customer (place of delivery, accessibility of the place or any other problem) leading to the need to make a new delivery, the related costs will be invoiced to the Customer.

If the Vendor agrees in advance, the Customer may collect the Products ordered from the place indicated by the Vendor.

The estimated delivery times are given for information purposes only, depending on the availability of the Products and the delivery times applied by the Vendor's partners.

Delays in delivery, insofar as they are reasonable, may not give rise to any right to cancel the sale, to refuse the goods or to claim damages.

6.2 Conformity of delivery

The number and condition of the Products must be checked by the Customer at the time of delivery.

The Seller shall be obliged to take back the Products in the event of delivery of non-compliant Products or Products damaged on delivery.

The Customer must notify the carrier in writing of any apparent defects or damage by means of clear, precise and complete reservations on the delivery note. The Customer must confirm his complaint to the Vendor and the carrier by any means at his convenience, within 1 day of delivery of the goods.

The Vendor will validate the request for return and will send the Customer by e-mail a returns form to enclose with the shipment of the Products. The Customer must return the non-compliant Product to the Seller as soon as possible.

Unless the exclusive responsibility of the Seller is incontestably established or if it is expressly recognized by the Seller, the costs and risks of return shall be borne by the Customer. The Vendor reserves the right to refuse the return if the Products are not in their original condition.

If the Customer fails to comply with the aforementioned procedure, the Customer will be presumed to have waived any action against the Vendor and/or the carrier and to have received the goods in good condition. Consequently, the Vendor will not accept any claim, return or request for a credit note from the Customer.

Article 7 - OWNERSHIP AND RISKS

7.1 - Reservation of ownership

Notwithstanding the provisions of article 1583 of the French Civil Code, it is expressly agreed with the Customer that the transfer of ownership of the Products delivered is suspended until full and effective payment of the price in principle, interest, taxes and all incidental costs. The submission of bills of exchange, bank cheques or any other instrument creating an obligation to pay does not constitute effective payment in this respect.

Acceptance of deliveries or documents relating to these deliveries constitutes acceptance of this clause.

In return, the Customer also undertakes to identify the Products subject to retention of title, not only at the end of the financial year but on a permanent basis, by any means it sees fit. The Customer must record the Products subject to retention of title as assets on its balance sheet. Products awaiting sale are presumed to be unpaid to the extent of the seller's claim in accordance with the "first in, first out" (FIFO) rule, i.e. any payment by the Customer will be allocated to the oldest Products and it will be the Products that are the subject of the last delivery that will always be considered to be subject to retention of title.

Notwithstanding the fact that ownership of the Products will not pass to the Customer until actual payment has been made, the transfer of risk in the Products to the Customer will take place under the conditions set out below. The Customer therefore undertakes to take all reasonable care in the custody and preservation of the said goods.

The Customer shall immediately notify the Vendor by any means ensuring perfect communication of any fact likely to compromise its right of ownership, in particular the opening of safeguard, liquidation or receivership proceedings, seizure or any other protective measure. In the event of the opening of safeguard, liquidation or receivership proceedings, the Customer undertakes to take part in drawing up an inventory of the Products held in its stocks and for which the Seller claims ownership or payment and to assist the Seller effectively in the reclamation proceedings brought before the competent authorities. In the event of seizure or any other protective measure against the Products delivered by the Seller, the Customer shall lodge all protests against the third party and take all protective and enforcement measures.

All legal and judicial costs generated by the recovery of the Products subject to retention of title or their price shall be borne by the Customer.

7.2 - Transfer of risks

The Products shall be at the Customer's expense, risk and peril from the time they are handed over to the carrier or collected by the Customer.

In this case, the Vendor will be deemed to have fulfilled its delivery obligation as soon as it has handed the Products over to the carrier and the carrier has accepted them without reservations, with the Customer having no recourse against the Vendor in the event of faulty delivery or lack of conformity of the Products at the time of delivery.

The Customer shall therefore take out all appropriate insurance policies to cover the risks of loss, destruction or theft of the goods for which the risks have been transferred.

Article 8 - GUARANTEE

Any return of defective Products or Products with a material, design or manufacturing defect requires the Vendor's prior written agreement. Unless the Vendor's liability is incontestably established or is expressly recognised by the Vendor, the costs and risks of return shall be borne by the Customer. The Seller reserves the right to refuse the return of Products if they are not in their original condition.

Any defective Product may be replaced by an identical or equivalent product, except in the case of :

- abnormal or non-compliant use of the Products ;

- defects and consequences linked to any external cause;

- failure by the Customer to comply with the returns procedure.

In the event of a dispute concerning the warranty of a Product, the parties must do their utmost to reach an amicable settlement.

Failing amicable settlement and in the event of sufficiently serious non-performance by the Vendor, the Customer may automatically terminate the sale and, where applicable, obtain damages from the Vendor to compensate for the loss suffered, the Customer waiving in advance the right to seek compulsory performance in kind of Products by the Vendor or a third party or a proportional reduction in the price, in express derogation of the provisions of articles 1221, 1222 and 1223 of the Civil Code.

Article 9 - LIABILITY

The Vendor may not be held liable in the event that the non-performance of its obligations is attributable to the Customer, to the unforeseeable and insurmountable act of a third party to the contract or to a case of force majeure within the meaning of article 1218 of the Civil Code, including, but not limited to, unforeseeable events such as strikes, work stoppages, social unrest, factory closures, floods, fires, production or transport failures not caused by the Seller's own actions, supply disruptions, wars, riots, insurrections and more generally any circumstance or event preventing the Seller from properly performing its obligations.

The Seller shall not be liable for any indirect or consequential loss or damage such as financial loss, loss of opportunity, loss of profit, loss of contract, loss of order, loss of customers, operating loss, commercial loss or disturbance or loss of image, which may result from the delivery of non-conforming or defective Products or from the non-delivery of Products.

As the sale of Products and these General Terms and Conditions comply with French legislation, the Vendor may not be held liable in the event of non-compliance with the legislation of another country if the Customer places an order for a Product from another country.

In any event, and in all cases of return, if the Vendor's liability were to be retained, it could under no circumstances exceed the purchase price of the goods paid by the Customer.

In accordance with the provisions of article 2254 of the French Civil Code, any legal action brought by a Customer against the Vendor is time-barred at the end of a period of one (1) year following the date on which the Customer concerned became aware, or is presumed to have become aware, of the harmful event.

Article 10 - INTELLECTUAL PROPERTY

The Vendor may be the owner of intellectual and/or industrial property rights relating to the Products sold to the Customer.

Should the Customer become aware of any infringement of the Vendor's intellectual and/or industrial property rights, it must immediately inform the Vendor in writing.

Article 11 - DURATION - TERMINATION

In the event of a one-off sale or in application of special conditions, these General Terms and Conditions are applicable for the duration of each transaction for the sale of Products between the Vendor and a Customer.

In the case of successive sales, these General Terms and Conditions are applicable for the entire duration of the commercial collaboration. In the absence of termination of these General Terms and Conditions within a period of 15 days prior to a quarterly delivery, the sale of Products and the General Terms and Conditions are tacitly renewed.

Without prejudice to the specific cases of termination provided for herein, the Seller or the Customer may terminate the General Terms and Conditions as of right in advance by sending written notification:

- in the event of a case of force majeure as referred to in article 9 hereof.

- after having notified the other party in the event of a serious breach by the latter of its obligations or under the applicable laws and regulations, which has not been remedied within a period of fifteen (15) days (where this breach can be remedied) following written notification indicating the nature of the breach and the need to remedy it.

Article 12 - PERSONAL DATA

12.1 Nature of the personal data collected

The Seller undertakes to collect only personal data that is adequate, relevant and limited to what is necessary for the purposes for which it is processed. No personal data considered "sensitive", such as racial or ethnic origin, political, philosophical or religious opinions, may be requested or collected from the Customer.

The Customer is hereby informed that the personal data indicated as mandatory on the forms may be collected as part of the sale described herein. The personal data that the Vendor collects from the Customer may include: Surnames and first names, e-mail address, telephone number, gender, etc.

12.2 Purpose of processing personal data

Personal data may be collected and used by the Seller for the purposes of the sale, and may be transmitted to companies responsible for the management, execution and processing of payment transactions. This information and data may also be kept for security and conservation purposes, in order to comply with the legal and regulatory obligations to which the Seller is subject.

The data collected may also be used as part of the management of commercial relations in order to draw up statistics, carry out market and behavioural research and enable the Seller to improve and personalise the Products.

12.3 Storage, security and confidentiality of personal data

The personal data collected is processed and stored in conditions designed to ensure its security and is kept for the time strictly necessary to achieve the purposes referred to in article 9.2 of these General Terms and Conditions above. Beyond this period, it will be kept exclusively for statistical purposes and will not be used in any way whatsoever.

This data may also be kept for security and conservation purposes, in order to comply with the legal and regulatory obligations to which the Seller is subject.

The Seller undertakes to implement technical and organisational security measures to guarantee the security, integrity and confidentiality of all personal data, in order to prevent it from being distorted, damaged or accessed by unauthorised third parties.

However, it is specified that as no security measure is infallible, the Vendor cannot guarantee absolute security for the Customer's personal data.

12.4 Transfer of personal data

No personal data is transferred outside the European Union.

Except in the event that a third party asks the Customer to accept a confidentiality charter and conditions of use that are specific to that third party, third-party companies that have received communication of the User's personal data have undertaken to process the User's personal data solely for the purpose of selling the Vendor's product.

The Vendor undertakes never to share the Customer's data with third party companies for marketing and/or commercial purposes without having obtained the Customer's prior consent.

However, the Seller may be required to disclose the Customer's personal data to the administrative or judicial authorities when such disclosure is necessary for the identification, arrest or prosecution of any individual likely to be prejudicial to the rights of the Seller, any other customer or any third party. Lastly, the Vendor may be legally obliged to disclose the Customer's personal data and in this case cannot oppose such disclosure.

12.5 Customers' rights regarding their personal data

In accordance with the General Data Protection Regulation 2016/679 of 27 April 2016 ("GDPR"), all Customers have the right to access, rectify and delete their personal data, which they may exercise directly by contacting the Service Provider's customer service department and enclosing a copy of an identity document with their request.

In addition, within the limits laid down by law, the Customer also has the right to oppose the processing, to limit it, to decide on the post-mortem fate of his data, to withdraw his consent at any time and the right to the portability of the personal data provided.

Article 13 - CONFIDENTIALITY

During the term of this agreement, each party may become aware of or receive confidential information, documents and/or data concerning the other party. As a result, each party undertakes, both on its own behalf and on behalf of its agents for whom it acts as guarantor, to maintain the strict confidentiality of all confidential information, documents and/or data of any nature relating to the results, activity or clientele of the other party or any information received or obtained from a party in the context of the contractual relations established.

This confidentiality undertaking by the parties is valid both for the duration of the present agreement and for a period of two (2) years following its expiry or termination.

Article 14 - NOTIFICATIONS

Any written notice or summons required or permitted by virtue of the provisions hereof shall be validly given if it is sent by hand-delivered letter or by bearer against receipt of delivery, by registered post with acknowledgement of receipt, or by electronic mail (except in the event of termination hereof), addressed to the address of the party concerned, each party electing domicile at its registered office.

Any change in the contact details of a party for the purposes of this agreement must be notified to the other party in the same way as above.

Notifications sent by hand or by bearer shall be deemed to have been made on the date of delivery to the addressee, as evidenced by the delivery receipt. Notices sent by registered post with acknowledgement of receipt will be deemed to have been made on the date of their first presentation at the addressee's address. Notifications made by electronic mail will be presumed to have been made on the date the electronic mail is sent.

Article 15 - AUTONOMY AND NO WAIVER

If any of the stipulations of these General Terms and Conditions were to be declared null and void or inapplicable for any reason whatsoever in application of a law, regulation or following a final court decision, it would be deemed unwritten and the other stipulations would remain in force.

The fact that the Vendor does not avail itself, on a temporary or permanent basis, of one or more of the stipulations of the General Terms and Conditions shall under no circumstances constitute a waiver.

Article 16 - MODIFICATION

The Vendor reserves the right to modify the content of these General Terms and Conditions at any time when placing new orders for Products.

Any order following a modification to the General Terms and Conditions will imply acceptance by each Customer of the new version of the General Terms and Conditions which will be communicated to them.

Article 17 - DISPUTES

Any disputes which may arise within the framework of the contractual relationship established between the Customer and the Vendor must be resolved as amicably as possible.

In the absence of an amicable settlement within a period of one month from the date of referral by one of the parties, all disputes to which the General Terms and Conditions may give rise, concerning both their validity, interpretation, performance, termination, their consequences and their consequences, will be submitted to the REIMS court.

Article 18 - APPLICABLE LAW & LANGUAGE

These General Terms and Conditions and the transactions arising from them are governed by and subject to French law. They are written in French. In the event of translation into one or more foreign languages, only the French text will be deemed authentic in the event of a dispute.