Article 1 - Scope and acceptance of the T&Cs

These General Terms and Conditions of Sale (hereinafter the “GTC”) including the unit price apply to all sales contracts concluded by the company RUE TRAVERSETTE, a limited liability company with a capital of €15,000 - registered with the RCS of MONTPELLIER under SIRET number 484 802 343 00034 - Registered office: ZAE la Garrigue, 9 Rue de l'Amellau 34725 Saint André de Sangonis, (hereinafter the Company)) for the delivery in Metropolitan France and abroad of products (condiments, appetizers, fruits and vegetables, spices and liqueurs from the Rue Traversette cannery sold to all food-related businesses, (hereinafter referred to as the “Customer”).

Any special condition which supplements or derogates from these General Terms and Conditions must be subject to prior and express acceptance by the Company.

Failing this, placing an order implies the Customer's full and unreserved acceptance of these General Terms and Conditions, to the exclusion of all other documents. These General Terms and Conditions are applicable until new General Terms and Conditions are established.

Article 2 - The Products

The Products are described precisely as to their specificities and qualities in the Company's commercial documents. The Customer is deemed to be fully aware of them and acknowledges that he was able to obtain the information relating to the Products he ordered.

For any specific order (custom recipe or special packaging), the Customer will contact the Company to agree on the specific conditions applicable.

The Products are available from stock and the Company may cease distribution of certain Products during the year.

In the event of unavailable products, impossibility or major difficulties for the Company to obtain sufficient quantities and/or in the event of force majeure, the Customer cannot claim any claim, compensation and/or penalties whatsoever in this regard.

The company's organic products are made with certified agricultural products from Organic Agriculture controlled by the company VERITAS (FR-BIO-10).

Article 3 - Orders

3.1 Opening a customer account: For any account opening, the Company will verify the professional status by requesting in particular a k-bis extract dated less than three months ago or a copy of the INSEE certificate indicating the SIREN number as well as a bank identity statement. The Company reserves the right not to open a customer account, nor to accept orders in the event of doubt about solvency.

3.2 Conditions relating to the order:

All orders must be sent in writing (by email or via the website ruetraversette.com) to the Company, which will endeavor to send its confirmation within 48 hours. The order is deemed accepted by the Company upon receipt by the Customer of the order confirmation.

The Company does not manage backorders; unavailable products must be reordered.

Any modification requested by the Client must be notified in writing (email or letter) to the Company and received at least 48 working hours before the agreed delivery date. It must be formally accepted by the Company.

3.3 Minimum order and free shipping:

No minimum order

Free postage in mainland France (excluding Corsica):

• From €80 including tax for all orders in Metropolitan France
• For any order less than carriage paid, preparation and participation in shipping costs: depending on the destination of the order:

Delivery costs

Delivery area	Order amount <80€	Order amount >€80
France	8.50 €	Offered
EU Zone 1	11.00 €	-
EU Zone 2	13.50 €	-
EU Zone 3	€14.50	-
EU Zone 4	16.00 €	-
Overseas	17.00 €	-
Rest of the world - Zone 1	€29.00	-
Rest of the world - Zone 2	€30.50	-

• EU Zone 1: Germany, Belgium, Luxembourg, Netherlands
  EU Zone 2: Austria, Spain, Italy, Portugal, Republic of Ireland, United Kingdom
  EU Zone 3: Denmark, Estonia, Hungary, Latvia, Lithuania, Poland, Czech Republic, Slovakia, Slovenia, Sweden, Switzerland.
  EU Zone 4: Bulgaria, Cyprus, Croatia, Finland, Greece, Iceland, Maghreb, Malta, Norway, Romania, Turkey, Specific territories Spain (Balearic Islands, Canary Islands, Ceuta and Melilla) and Portugal (Madeira Island, Azores), other Eastern European countries.
  Rest of the world Zone 1: Australia, Canada, China, South Korea, United States, Hong Kong, India, Israel, Japan, Russia, Singapore, Taiwan, Thailand, Vietnam.
  Rest of the world Zone 2: Africa (excluding Maghreb), Americas (excluding the United States and Canada), Middle East, other Asian countries, Oceania (excluding Australia).

Orders must comply with the packaging as detailed in the currently valid reseller price list.

Article 4 – Delivery

Delivery will be made to the address and under the conditions specified on the order confirmation. The delivery time is given for information purposes only and is not guaranteed. Exceeding this time limit will not give rise to any compensation or deduction.

Except in the case of free delivery, delivery costs are the responsibility of the Customer.

In the event of a breach by the Customer, in particular a failure to provide in a timely manner the information necessary for the execution of the order, refusal to take delivery on the agreed day or an error attributable to the Customer (error at the place of delivery), the Company reserves the right to request compensation to cover the costs necessary for the preservation of the Products and the Customer will forfeit its right to claim an apparent defect or lack of conformity.

Article 5 - Conformity, return and warranty

The Company cannot be held liable under any circumstances when the Products delivered are in conformity with those ordered. The Customer undertakes to store the Products in a dry and cool place, away from light. Otherwise, the Company cannot be held liable for the deterioration of the Products. In addition, the Company's liability is expressly excluded for damages resulting in particular from negligence, lack of maintenance, lack of supervision, intervention by a third party on the Products, abnormal use of the Products. In any event, the company's liability will be limited, as a penalty clause, to the replacement or the value of the order(s) of the products concerned.

5.1 Missing, lost or damaged items during transport : In accordance with the provisions of Articles L133-3 et seq. of the French Commercial Code, in the event of missing, lost or damaged items during transport, the Customer must either refuse delivery or accept the Products and check the condition of the packages before signing any transport document. Where applicable, any damage, loss or missing items must be the subject of precise, admissible, justified and written reservations on the carrier's receipt. The Customer must specify the total number of packages as well as the number of packages or products affected by the loss or damage as well as its nature (crushed, wet, torn, leaking, open, pierced) specify and justify the nature of his complaint (unusable goods, completely damaged). The words " subject to unpacking or inspection, damage to be checked, damaged goods, reconstituted pallet, condition of the film on the pallet" » have no value with carriers.

The Customer must inform the Company in writing within three working days and provide all justification as to the reality of the defects and anomalies noted.

Failure to do so constitutes a waiver on the part of the Client of the right to criticize the proper performance by the Company of its contractual obligations.

5.2 Procedure for verifying the conformity of goods: The Customer has 8 days upon receipt to check the conformity of the Products delivered.

Any complaint must be sent in writing (Rue Traversette – ZAE la Garrigue, 9 Rue de l'Amellau 34725 Saint André de Sangonis or by email ( souriez@ruetraversette.com ).

The Customer must provide: their contact details, the delivery slip and/or invoices concerned, batch number and best before date of the Product subject to the complaint, reason and photo.

The processing of the claim by the Company cannot have the effect of postponing the payment deadline.

5.3 Hidden defects: The alleged hidden defects must exist at the time of transfer of risks. The Customer must provide all justification as to the reality and existence of the defects noted. No action under the warranty for hidden defects may be brought after a period of one month from delivery. Beyond this period, the Customer may not invoke the warranty for hidden defects or oppose it as a counterclaim to defend itself in the event of an action brought against it by the Company for non-performance of the sales contract.

5.4 Return of Goods: Any return of a Product must be expressly agreed upon by the Company. The costs and risks of return will always be borne by the Customer, and the Products must be returned in the condition in which the Company delivered them. Any return accepted by the Company will result in the creation of a credit note for the Customer, after quantitative and qualitative verification of the returned Products.

The Company will take back unused Products within one month of dispatch of the order, provided that the jars have not been opened or damaged.

 

Article 6 - Prices and commercial conditions

6.1 Price

In accordance with the provisions of the new article L.441-1-1, I, 3° of the French Commercial Code, the price having changed compared to the previous year, the Company has decided to ask its suppliers to certify at the end of the negotiation with the Customer, that this did not relate to the part of this change which results from that of the price of agricultural raw materials or processed products composed of more than 50% of agricultural raw materials used in the composition of the Products.

The Company will provide this certificate to the Client within one month following the conclusion of the written Agreement.

Prices are in euros per unit, excluding taxes, ex-works from Saint André de Sangonis (34). VAT is 5.5% unless otherwise stated.

Any tax, duty, right or other service payable under French regulations shall be the responsibility of the Client.

Invoicing is based on the prices in effect on the day the Products are ordered by the Customer.

6.3 Tariff modification

The Company may be forced, in particular due to increases in the prices of agricultural raw materials, producers' production costs, prices observed on the markets in which the Company operates, technological developments, energy costs, input costs, labor costs, packaging costs, transport costs, or any changes decided by the legislator and likely to impact the Company's production costs, it being its responsibility to justify this exceptional increase on the basis of objective elements that it will bring to the attention of the Client, in particular in the event of an increase in the prices charged by its suppliers or an exceptional increase in raw materials resulting from world prices, to vary the prices appearing in the price list attached hereto and will communicate the new prices to the Client as soon as they are available and at the latest 8 weeks before they come into force.

The Customer will also be able to benefit from promotional discounts which will be communicated to him throughout the year for special operations.

 

Article 7 - Billing and payment terms

In accordance with Article L441-9 of the French Commercial Code, an invoice is issued for each shipment. The invoice issue date is the starting point for payment due.

Payment is made when ordering.

Invoices are payable on the due date shown on the invoice, by the means available on the website (bank transfer, PayPal or credit card, etc.), unless special conditions are granted by the Company. No discount is granted for early payment.

Article 8 - Default or delay in payment

In the event of default or late payment, the Company may demand immediate payment of the remaining balance due for all previous deliveries, request payment of the price or part of the price before any future shipment, suspend payment of all invoices due to the Customer and/or suspend or cancel current orders, until full payment of the amounts due, without prejudice to damages and/or termination of the commercial relationship.

Under no circumstances may the amounts owed to the Company be reduced or offset without its prior written consent.

 

Article 9 - Retention of Title Clause and Transfer of Risks

9.1 Retention of title clause : Ownership of the Products ordered and delivered will only be transferred to the Customer after full payment of the price by the latter. Payment means the actual collection of the payment document. The Customer must ensure that the identification of the Products is always possible after their delivery. If identification is impossible, the Company may claim the same quantity of products of the same nature. In the event of non-payment, the Company may repossess the unpaid Products, without prejudice to any other remedies. All recovery and/or procedural costs will be borne by the Customer.

9.2 Transfer of risks: The Products travel at the Customer's risk until their delivery, even in the case of free shipping.

 

Article 10 - Force majeure

The Parties shall not be liable under any circumstances, the essential obligations of the contract being suspended, in the event of the occurrence of a force majeure event preventing the Parties from performing their mutual obligations. Force majeure is considered to be events beyond the control of the Parties, which they cannot reasonably foresee, avoid or overcome and which prevent the performance of their respective obligations. This will apply in particular, without this list being exhaustive, to cases of war, natural disaster, embargo, epizootic, epidemic, pandemic, measures taken by the competent authorities, in France or abroad, intended to limit the spread of an epidemic or pandemic within the framework of a declaration of a state of health emergency or outside of any declaration of a state of health emergency, disruption of the supply of raw materials and any event likely to hinder the smooth running of the Parties, such as strikes, lockout situations, total or partial unemployment, any decision by the government or food safety organizations, any regulatory or legal provision prohibiting the marketing of the Products, any interruption of energy supply, any accident or fire, any interruption or delay in transport or any event resulting in a total impossibility for the Company to be supplied or to be able to deliver to its Customers.

 

Article 11 - Intellectual property

The Company owns the rights to the trademarks and distinctive signs affixed to the Products. The Company may refuse the distribution of advertising messages that it considers to be detrimental to the image and prestige of its Products. The creation, at the initiative of the Customer, of any public message on the networks reproducing one of the trademarks owned by or distributed by the Company or the packaging of a product, regardless of the promotional medium used (leaflet, poster, internet, etc.) is subject to the express and prior approval of the Company. The Company reserves the right to oppose, cease or seek compensation for any use that it deems unfair, constituting an act of commercial parasitism, or contrary to its rights that it has granted.

 

Article 12 – Protection of personal data

The Company may be required to collect personal data concerning the Client and/or members of its staff, the legal basis for which is the execution of these General Conditions of Sale or, where applicable, the contractual package that they constitute with the Single Agreement signed with the Client.

This collection is carried out for predetermined and legitimate purposes. The personal data collected allows operations relating to customer management; prospecting; the development of commercial statistics; the management of requests for the right of access, rectification and opposition; the management of unpaid debts and disputes; the management of promotional operations; the sending of information about the Company or the Products.

The Company undertakes to keep data secure in accordance with strict internal procedures.

Personal data may only be disclosed to persons who, due to their functions, have a legitimate interest in accessing it: Service providers and subcontractors carrying out services on behalf of the Company: They are rigorously selected and act in accordance with the Company's instructions; Financial authorities, judicial authorities or state agencies, public bodies upon request and within the limits of what is permitted by regulations; Certain regulated professions such as lawyers, notaries, auditors.

Under no circumstances will the Company sell or share its customers' data with third-party business partners.

Data is retained for a maximum period of 10 years from the end of the business relationship. At the end of this period, the Company may archive the data, in particular to meet the limitation periods for legal actions.

In accordance with the provisions of the Data Protection Act of 6 January 1978 as amended and those of the General Data Protection Regulation, the Client has the right to access, rectify, transfer and erase personal data.

The Customer may also request the limitation of the processing of data concerning him/her. For any request, the Customer must send it to the following address: sourireez@ruetraversette.com

The Customer's request must specify the name(s), first name(s), customer number and include a copy of the identity document.

The Client may also, for legitimate reasons, object to the processing of data concerning him/her and have the right to withdraw his/her consent at any time when the processing of personal data implemented is based on it.

The Client has the possibility of filing a complaint with the competent supervisory authorities regarding the protection of personal data.

Article 13 – Failure to implement general principles:

The fact that the Company does not avail itself at a given time of the provisions of the General Terms and Conditions cannot be interpreted as a waiver of the right to avail itself subsequently of any of the said conditions. In the event of non-performance of its obligations by the Customer and in particular in the event of late payment, failure by the Customer to comply with consumer law and/or competition law, the Company may cancel accepted orders and/or terminate commercial relations by refusing all future orders after sending a prior formal notice which has remained unsuccessful.

 

Article 14 – Competent law and attribution of jurisdiction:

All clauses contained in these General Terms and Conditions and all contractual transactions referred to therein are subject to French law. In the event of a dispute, the Parties shall, before any legal action, endeavor to find an amicable solution in order to put an end to the dispute between them. In the event of failure of this amicable conciliation, all disputes arising from the transactions referred to in these general terms and conditions shall be submitted to the Commercial Court of Montpellier, even in the event of multiple defendants, which is expressly accepted by the Client.

Article 15 – Anti-corruption

The Client undertakes to comply with the applicable laws and regulations regarding the fight against corruption and in particular Law No. 2016-1691 of December 9, 2016 relating to transparency, the fight against corruption and the modernization of economic life ("SAPIN II Law"), as well as the most rigorous ethical rules within the framework of its activity.

Thus, the Client acknowledges that it has not been the subject of any conviction and undertakes not to commit or attempt to commit an unfair maneuver by action or omission, contrary to legal or regulatory obligations, aimed at deliberately deceiving others, intentionally concealing elements from them, surprising or vitiating their consent or making them circumvent legal or regulatory obligations and/or violating its internal rules in order to obtain an illegitimate benefit.

The Client shall not participate in or facilitate any corrupt or unethical act or other illegal practice in its dealings with government officials (which include government employees, officers, employees and officers controlled by a government or belonging to government entities, employees and officers of public international organizations, political officials and candidates, as well as any person acting in the name or on behalf of the aforementioned persons), political parties or any political organization, including individuals in the private sector.

The Client also undertakes not to promise, pay or offer or authorize the promise, payment or offer of any sum of money or other item of value to any person who directs a private sector entity or works for such an entity, in any capacity whatsoever, an undue advantage of any kind, for themselves or for another person or entity, in order for them to perform or refrain from performing an act in violation of their legal, contractual or professional obligations.

The Client agrees not to participate in or facilitate any unethical business activity or arrangement between the Client and any employee of the Company, as well as any third party company and/or person.

The Client undertakes to comply with and ensure compliance by all of its employees, agents, representatives, or persons acting on its behalf, with the preceding provisions and, more generally, with the national and international laws and regulations in force regarding corruption, money laundering, competition/abuse of dominant position, and conflicts of interest.

The Client shall indemnify and hold the Company harmless from and against any fines, losses and liabilities incurred by the Client as a result of the Client's failure to comply with applicable anti-corruption regulations.

The Company reserves the right to cancel, refuse to accept or execute an order from the Customer if it has reasonable doubts as to the Customer's potential breaches of said legislation.