1. GENERAL PRINCIPLES

These General Conditions of Sale (GTC) establish the contractual conditions applicable to any purchase made from the company EAST WEST DISTRIBUTION (Simplified joint stock company with single shareholder, SIRET number 39087709000048, Intra-community VAT FR28390877090, RCS de Versailles 390 877 090 and whose head office is located at 101 rue Pereire - 78100 St Germain en Laye, Telephone: 01 30 90 11 73, Email: This e-mail address is protected against spambots. You need JavaScript enabled to view it.), hereinafter referred to as "EWD", by a professional, hereinafter referred to as the "Client".

As the General Conditions of Sale are sent to the Client at the same time as the EWD Tariffs are communicated, any order from the Client implies his unreserved acceptance of these General Conditions of Sale.

These General Terms and Conditions of Sale refer to the Commercial Code in particular to Articles 441 - 442 - 443 and prevail over any other document and in particular over all General Purchasing Conditions of the Customer, unless expressly accepted in writing by EWD. Any contrary condition opposed by the Customer will therefore, in the absence of express acceptance, be unenforceable against EWD, regardless of when it may have been brought to its attention.

The fact that EWD does not avail itself at a given time of any one of these General Terms and Conditions of Sale cannot be interpreted by the Customer as a waiver by EWD to subsequently avail itself of said conditions.

Information on catalogs, brochures, notices, are given only as an indication, EWD may be required to modify them at any time and without notice due to changing economic conditions.

 

2. ORDERS

Orders are sent by the Customer to EWD, by electronic means, by mail, by EDI, by fax, directly or through its representatives. The Customer's orders must precisely describe the items (wording and EAN codes) and the quantities of the products desired.

Orders will only be final after express written acceptance by EWD.

Any modification and / or cancellation of an order can only be taken into account by EWD, except in cases of force majeure, at its sole discretion and only if the following conditions are met:

The request for modification and / or cancellation

• is made in writing and in particular by fax or email

• reached EWD within 24 hours after acceptance of the order by EWD,

• and that at the time of receipt of the modification request

and / or cancellation, the order is not prepared for shipment.

In the event that the Customer's cancellation and / or modification request cannot be accepted by EWD, and / or in the event of non-compliance with the above-described procedure, the Customer undertakes to honor the full amount. of the initial order.

In the event of an abnormally high order compared to the volumes previously ordered by the Customer, EWD reserves the right to refuse all or part of the delivery or to modify its execution, without any compensation on its part.

This possible modification cannot be taken into account in the calculation of the service rate.

The service rate cannot be imposed by the customer and must be in line with the specificities of EWD's business.

For “large volume” operations, for example the Chinese New Year or the Moon Festival, orders must be sent at least 10 weeks before the actual dates of the catalog or the promotion.

 

3. TRANSPORT - DELIVERIES

3.1 Unless otherwise agreed, particularly in the case of free delivery referred to in article 7, delivery is deemed to have been made on the date of collection of the products, by the carrier, at the EWD warehouse.

EWD undertakes to make all necessary efforts to make available or deliver the products ordered within an agreed period which may not be less than a minimum of 5 working days or, failing that, within a period not exceeding thirty days. from the acceptance of the order.

However, delivery times are given for informational purposes only.

Any exceeding of the availability and, possibly, delivery deadlines shall neither give rise to the cancellation of the order, nor to the payment by the company EWD to the Customer concerned, of penalties and / or damages, nor does it allow the Customer to refuse the goods.

The fact that EWD obtains part of its supplies from South East Asia, the availability of goods is subject to the vagaries of maritime transport.

Delivery times are suspended in the event of Force Majeure as defined in article 6 hereof.

3.2 Without prejudice to the provisions of article 5 below, the delivery of the products entails the transfer of risks to the Customer. As such, the Customer must, in particular, bear the risks that the products sold may suffer or cause, for any reason whatsoever, even in the event of force majeure, fortuitous event or the act of a third party.

It is expressly specified that when the delivery is made at the time of collection of the products from the warehouse of EWD, the goods travel at the risk and peril of the recipient, whatever the conditions of transport.

When EWD undertakes to deliver the products ordered, the goods travel at the risk and peril of the sender, whatever the conditions of transport.

3.3 At the time of receipt of the products, a transport slip must be signed by the Customer who must verify the conformity and the state of packaging of the products.

In the event of deterioration or partial loss of the products, the Customer must imperatively express any reservations on receipt on the transport slip, indicating any damage to the delivery.

The Customer must notify these reservations to the carrier by registered letter with acknowledgment of receipt within three days of receipt, in accordance with article L.133-3 of the Commercial Code, and send EWD a copy of this letter. , as well as a copy of the transport slip.

Without prejudice to the arrangements to be made vis-à-vis the carrier, the Customer will have 48 hours from receipt of the products to issue, in writing, reservations or complaints to EWD, indicating the date and the order number. In the absence of reservations expressly formulated in writing within the aforementioned period, the products delivered will be deemed to conform in quantity and quality to the order. It will be up to the Customer to provide any justification, as for EWD any facility to proceed to the observation of these defects.

3.4 No return of expired products can be granted by EWD except with its express prior written consent.

In any case, the Customer can not take advantage of a possible agreement on the recovery of products expired after the end of its commercial relations with EWD.

 

4. STORAGE - DLUO DDM

The products marketed by EWD must be stored indoors, in a dry, cool place and protected from light.

In accordance with regulations, the products marketed by EWD have an optimal use-by date (DLUO or DDM) beyond which a gradual decrease in quality may appear. It is the Customer's responsibility to ensure that the products offered to consumers carry a DLUO or DDM not yet reached, in particular by stock management respecting the rule of first in, first out (FIFO).

Consequently, the expiration or exceeding of the DLUO or DDM due to poor inventory management by the Customer, as well as non-compliance with storage conditions cannot engage the responsibility of EWD at the towards consumers and / or the Customer, nor give rise to a return of expired products.

 

5. RETENTION OF OWNERSHIP

It is agreed that the ownership of the goods ordered and delivered will only be transferred to the Customer after full payment of the price and accessories as well as after full performance by the Customer of all its obligations towards EWD, and this independently. the transfer of risks and the custody of the products sold taking place under the conditions referred to in Article 3.

Payment means the actual collection of the payment document.

In the event of non-payment by the agreed deadline, the sale will be terminated automatically if it sees fit to EWD who may request the return of the products, without prejudice to any other damages.

All costs of recovery and / or procedures will be borne by the Customer.

In the event of reorganization or judicial liquidation of the Customer, the current orders will be automatically canceled without it being necessary to give notice if the products have not yet been delivered.

 

6. FORCE MAJEURE

EWD reserves the right to suspend or terminate, in whole or in part, the agreements concluded with the Customer, without compensation or damages, in the event of force majeure.

Likewise, EWD cannot be held liable in the event of non-performance or improper performance of its obligations due to force majeure.

All irresistible facts or circumstances, external to the parties, unforeseeable and beyond their control and which cannot be prevented by the latter, despite all reasonably possible efforts, will be considered as force majeure. Expressly, are considered as force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of the French courts and tribunals: the blocking of means of transport or supplies, earthquakes, fires, storms, floods, lightning, the interruption of the telecommunications networks or the electricity network, any decision of any public authority which would prevent one of the parties from fulfilling their obligations, cases of war, strikes, epidemics, stoppages and accidents of machines, difficulties of supply, lack of raw materials in the factories of the supplier or in the industries on which it depends.

 

7. PRICE - PRICE

7.1 EWD's prices are in euros, exclusive of tax per consumer sales unit.

They are free of postage and packaging for any order delivered in Metropolitan France with a value equal to or greater than € 500 excluding tax or 35 packages, if the order includes only Noodles, the free will be increased to 50 packages, for a single delivery. in one place and for a single invoice.

Unless otherwise agreed, the price applicable to an order is the price set by the EWD Tariffs communicated to the Customer at the conclusion of the commercial framework agreement or, in the absence of a framework agreement, prior to placing the order.

7.2 EWD reserves the right to issue a new tariff at any time according to fluctuations in material prices and exchange rates.

EWD reserves the right in the event of a sudden increase in transport costs linked to an increase in fuels, to pass on any invoice, including in the event of delivery free of charge, the fuel surcharge invoiced by the carriers.

It is recalled that the Customer is free to determine his selling prices on his own. EWD cannot in any way interfere with the pricing policy of customers.

7.3 Without prejudice to the stipulations of article 7.2 above, any modification of the prices will be notified in advance to the Customer.

 

8. INVOICING - PAYMENTS

An invoice is established for each delivery and at the time of it.

The VAT rate is that applicable to the types of products invoiced on the day of invoicing.

Payment of invoices is made within 30 days of the invoice date, it being specified that no discount is granted on the invoice.

Invoices are paid by draft or by bank transfer.

Payment is deemed to have been made when the funds are actually handed over to EWD.

Commercial bills must be returned accepted within 48 hours. Any late payment entails the application of late interest, as well as the reimbursement of the costs of returning unpaid drafts.

Late payment penalties are calculated by applying a rate equal to the interest rate applied by the European Central Bank to its refinancing operation increased by 10 points, from the first day the deadline is exceeded. The rate applicable during the first semester of the year in question is the rate in force on January 1 of the year in question. For the second semester of the year in question, it is the rate in effect on July 1 of the year in question.

The sums due by EWD, for any reason whatsoever (invoice for service provision, etc.) cannot be offset against invoices from EWD without its express and prior agreement. Consequently, they cannot be deducted from the payment of these invoices. Any deduction not agreed in advance will constitute a payment incident.

Any invoice that has not been contested in writing within three weeks from its date of issue, will be deemed accepted and payable in full on its due date.

In the event of non-payment, even partial, of only one of the agreed deadlines, for any one of the deliveries, the totality of the sums due, for whatever reason, will become immediately payable, and will result in the suspension of the orders in progress. until full payment of the price.

In the event of late payment, a lump sum recovery indemnity of € 40 is due to EWD. This amount will be revised upwards if the costs incurred are higher.

In the event of a contentious recovery, the Client must reimburse EWD for all costs incurred by the recovery of the sums due, including the fees of ministerial officers.

In order to facilitate the accounting treatment of the sums relating to the commercial relations between EWD and its customers, and to administratively and accountably close the contractual period, EWD and the customer undertake that all the sums relating to the agreements concluded between the customer and EWD for a calendar year, are claimed from the other party within 24 months at the latest.

 

9. CONFIDENTIALITY

Throughout the duration of the commercial relationship between EWD and the Customer and for an unlimited period after the termination of these commercial relationships, the Customer undertakes not to disclose to third parties free of charge or in any form whatsoever, any of the information considered confidential which will have been communicated to it within the framework of these General Conditions of Sale.

It is expressly specified that EWD's pricing information and conditions are considered confidential.

The Customer undertakes to notify the staff who, by virtue of their duties, will be made aware of the information exchanged within the framework of these General Terms and Conditions of Sale, as well as the staff of other legal persons with whom they would be required to work. , of the confidential nature of the information communicated and to assume responsibility for such disclosure arising out of his or her act or the act of one or more members of these staff.

 

10. APPLICABLE LAW - DISPUTES

From Brexit - effective exit from the customs union (with or without an agreement between the EU and the United Kingdom) - EWD undertakes to pass on all customs duties, taxes and other contributions put in place, on the tariffs products originating in that zone.

 

11. APPLICABLE LAW - DISPUTES

ALL DISPUTES TO WHICH THESE GENERAL CONDITIONS OF SALE MAY GIVE RISE, CONCERNING THEIR VALIDITY, THEIR INTERPRETATION, THEIR PERFORMANCE, THEIR TERMINATION, THEIR CONSEQUENCES AND THEIR FOLLOW-UP WILL BE GOVERNED BY FRENCH LAW AND WILL BE SUBJECT TO THE COURT OF PARIS. it is expressly attributed and this, even in the event of multiple defendants or call in guarantee or contrary stipulation in the documents of the co-contracting party.