General Terms and Conditions of Sale

1. Subject and Scope
- Any product order implies the unconditional acceptance by the buyer and their full and entire adherence to the general terms and conditions of sale, which prevail over any other buyer document, and in particular over all general purchasing conditions.
- Any document other than these general terms and conditions of sale, in particular catalogues, leaflets and advertisements, has only an informative and indicative value and is not contractual.

2. Prices
a. Price List
- Our prices are set by the price list in effect on the day the order is placed.
- They are always understood as excluding taxes, delivered to the Client's premises (Metropolitan France) for orders of a minimum of 40 packages.
- In accordance with the provisions of the new article L.441-1-1, I, 2° of the Commercial Code, the aggregate share of agricultural raw materials and processed products composed of more than 50% of agricultural raw materials entering into the composition of the Products, in the form of a percentage by volume and a percentage of the Price List, appears in the Price List.
- The Seller reserves the right to modify the Product Price List at any time. The Seller will inform the Client of this modification with a minimum notice period of one (1) month prior to its implementation.
- Any Client who places an Order after notification of the new Price List for delivery after its entry into force is deemed to have accepted it, which will prevail over any potentially divergent information that may appear in the Order.
- Any special agreement will be called into question upon publication of a new price list.
b. Indicators
- The purchase price of agricultural raw materials constitutes only part of the Seller's cost price. The Price Lists were developed to also cover other cost items such as packaging, energy, transport and other inputs such as direct labour, and to achieve a margin enabling continued investment in production tools and innovation.
- The direct cost prices (excluding indirect or structural costs) of our Products are composed, depending on the references, of the following Agricultural Raw Materials (non-exhaustive list): Meats of various animal origins and mainly pork, fish, crustaceans, milk, butter, cream, flour, egg products.
- In application of the provisions of article L. 443-4 of the Commercial Code, the determination of the Product Price List takes into account several indicators and their changes (non-exhaustive list).
- In accordance with the provisions of the new article L. 441-1-1 of the Commercial Code, the Seller wishes to specify that no contract subject to article L. 631-24 of the Rural and Maritime Fishing Code has been concluded upstream with the agricultural producers of the agricultural raw materials entering into the composition of the Products.
- The Price Lists were developed to allow the Seller to cover not only the cost of its purchases of agricultural raw materials, but also its other cost items such as packaging, energy, transport and other inputs such as direct labour.
- These elements are integrated in proportion to their respective share in the manufacturing, delivery and marketing process of the products, and where applicable corrected with regard to their particular importance in the economic value chain.
c. Renegotiation
- In application of article L. 441-8 of the Commercial Code, the Price of products sold by the Supplier may be renegotiated during the term of the Agreement in the event of a significant fluctuation in the price of agricultural and food raw materials and products, labour, energy, transport and materials entering into the composition of packaging.
- If one of the indicators mentioned in article 3.b shows an average quarterly change of 15%, the Parties undertake to renegotiate the price of the Products.
- The Price renegotiation must be conducted in good faith, within a period not exceeding 1 month, and in compliance with industrial, commercial and business secrecy. If agreement on a new price is reached during negotiations, it shall be immediately applicable.

3. Payment Terms
- Our invoices are payable within 30 days from the invoice date.
- The invoice states the date by which payment must be made available to us.
- In accordance with article L441-6 of the Commercial Code: "the agreed period between companies for settling amounts due cannot exceed 45 days end of month or 60 days from the date of issue of the invoice."
- In the event of late payment, a late payment penalty will be calculated on the total tax-inclusive amount of the invoice at an annual interest rate equal to at least three times the legal interest rate.
- Fixed indemnity for collection: The fixed indemnity for collection costs, in addition to late payment penalties, is set at €40, pursuant to Decree No. 2012-1115 of 2 October 2012.
- Any unpaid amount or payment delay authorises our company to suspend orders remaining to be delivered.

4. Deliveries
- Deliveries are made carriage paid.
- Unless otherwise agreed by the Parties, the Supplier reserves the right to choose the mode of transport and place of departure of the ordered Products. The transfer of risks on the ordered Products takes place upon their delivery to the Client's warehouses, namely upon arrival at the loading dock and before unloading by the Client or any third party mandated by the Client, or after loading in the event of collection from the Supplier's warehouses.
- The delivery note must be signed, dated and indicate the time of delivery. It must be handed immediately to the carrier responsible for returning it to the Supplier.
- In the event of damage to delivered goods or shortages, it is the Client's responsibility to make all necessary reservations with the carrier.
- The Client is required to check the temperature of the truck's containers upon delivery in accordance with the specifications indicated by the Supplier at the time of sale; it being understood that a rise in the temperature of the Products within the limits provided for by the applicable regulations will be permitted.

5. Transfer of Risk
- Once risks have been transferred to the Client, the Supplier's liability cannot under any circumstances be engaged:
- In the event of storage, warehousing or handling of the Products contrary to the Supplier's instructions and/or professional practices and/or applicable regulations;
- In the event of use of the Products under abnormal conditions;
- In the event of sale by the Client of Products whose use-by date (DLC) has been exceeded. No return of goods will be accepted without our prior authorisation and is conditional upon the goods being in perfect condition.
- Our obligations are limited to the reimbursement of goods recognised as defective by our company, after proof has been provided and jointly established.

6. Retention of Title
- Goods sold remain the property of our company until all buyer obligations have been fulfilled and in particular until full payment of the price, both principal and incidentals.
- Any opening of judicial reorganisation proceedings against the client results in the immediate application of the retention of title clause and cash payment by certified cheque or cash for goods subsequently delivered.
- During the period of retention of title in favour of our company, buyers bear all risks of loss and deterioration.

7. Termination Clause
- In the event of failure by the buyer to fulfil any of their obligations, the sales contract may be terminated by operation of law and without formalities at the discretion of our company.
- Goods must be returned to us upon first request at the expense, risk and peril of the buyer, without prejudice to any damages owed to our company.

8. Force Majeure
- The Supplier's liability cannot be engaged where non-performance of its obligations is attributable to a force majeure event. Consequently, no penalty may be applied nor may any compensation for damage suffered be sought from the Client.
- The occurrence of a force majeure event suspends the performance of the Supplier's contractual obligations. A force majeure event is any event beyond the Supplier's control that prevents the proper performance of its obligations.
- By express agreement, force majeure events include in particular those provided for by law and established by case law, as well as, by extension, elements specific to the Parties' activities such as: shortage or lack of raw materials (decline in supply...), judicial liquidation of one of the Supplier's suppliers or subcontractors, war, riots, insurrection, embargoes, social unrest, total or partial strikes hindering the operation of factories or those of suppliers, subcontractors or carriers, lockouts, health crises, disruption of transport, supplies and raw materials, lack of energy or fuel, exceptional weather conditions, natural disasters, fire, flooding, pollution, production problems due to accidental breakdowns, temporary decommissioning of all or part of the Supplier's facilities, any administrative restriction or injunction, etc., disrupting the Supplier's deliveries.

9. Jurisdiction
- In the event of any disputes relating to a supply or its payment, even in the event of warranty claims or multiple defendants, the only jurisdiction recognised and accepted by both parties shall be the Commercial Court of the company's registered office.

Done in Paris, 18 November 2023

RCS Paris 830 404 596 - VAT FR48830404596