General terms and conditions of sale applicable to professional clients.

I. COMPANY PRESENTATION

The company SAVOR CREATIONS, a simplified joint-stock company (société par actions simplifiée) with a share capital of 664,220 euros, registered with the Toulon Trade and Companies Register (RCS) under number 520 441 429, whose registered office is located at 99 Allée de Bruxelles in Signes (83870), is a French SME created in 2010, specializing in the manufacturing, preparation, and marketing of fine grocery food products, renowned for their attractive and colorful packaging (hereinafter “SAVOR CREATIONS”).

II. SCOPE

2.1 These general terms and conditions of sale (hereinafter the “GTCS”) apply to all orders for products marketed by SAVOR CREATIONS (hereinafter the “Products”) placed by any professional client (hereinafter the “Client”).

2.2 The GTCS are provided to any Client who requests them in order to enable them to place an order. The mere act of placing an order implies full and unreserved acceptance of these GTCS. They constitute the sole basis for commercial negotiation. SAVOR CREATIONS and the Client may be required to conclude a written agreement within the meaning of Article L.441-3 of the Commercial Code, mentioning the reciprocal obligations to which they have committed at the end of the commercial negotiation (hereinafter “Written Agreement”).

2.3 The application of any complementary or contradictory condition, contained in particular in the Client's general terms of purchase and logistics conditions, must be subject to prior written agreement by SAVOR CREATIONS at the end of a balanced negotiation. These GTCS, as well as all reservations made by SAVOR CREATIONS regarding the Client's general terms of purchase and logistics conditions, form an integral part of the Written Agreement and constitute an indivisible whole.

III. PRICING CONDITIONS

3.1 Applicable tariff

The tariff for the Products is subject to an annex to these GTCS. The applicable tariff is the one in effect on the date of delivery and is understood as:

-Excluding taxes,

-Carriage paid subject to the minimum order quantity defined in Article 5.3 of the GTCS.

-For delivery in mainland France.

Pricing conditions may be defined based on the place of delivery.

Any new tax, contribution, or levy that is not yet in effect on the date the tariff is communicated will lead to the systematic distribution of a new tariff with an implementation period in compliance with regulations.

3.2 Indicators relating to the Products

Pursuant to the requirements set forth by Article L.443-4 of the Commercial Code, SAVOR CREATIONS specifies that no existing indicator established by either the interprofessional organizations or the French Observatory of Prices and Margins (OFPM) is relevant with regard to the nature and specificities of the Products. However, SAVOR CREATIONS specifies that prices are determined in particular according to the market prices of mustard, oils, vinegar, peppers, and sugar (essential agricultural raw materials in the determination of Product tariffs) as well as production costs and constraints, dry material costs (notably glass), changes in logistics costs, investments made for the brand (media, promotional activity, marketing positioning, etc.), and exceptional meteorological or natural events.

3.3 Transparency option

In application of Article L.441-1-1-I of the Commercial Code, in the event of a change in the tariff compared to the previous year, SAVOR CREATIONS will appoint at its own expense an independent third party, tasked with certifying the portion of this change that results from the change in the price of agricultural raw materials or processed products composed of more than 50% agricultural raw materials. This certificate will be transmitted by SAVOR CREATIONS to the Client within the month following the sending of the GTCS (transparency option no. 3). Within the framework of this option, the independent third party will also be tasked with certifying, at the end of the negotiation with the Client, one (1) month after the signing of the Contract between the Parties, that the commercial negotiation did not concern the portion of the tariff change that results from the change in the price of agricultural raw materials or processed products composed of more than 50% agricultural raw materials, used in the composition of the products (known as “Option 3”). This mechanism does not apply to:

-Wholesale Clients.

-Products manufactured by SAVOR CREATIONS that are expressly targeted and excluded by Decree no. 2022-1325 of October 13, 2022 (e.g., salts).

-Products manufactured under the Client’s private label.

-Products custom-manufactured by SAVOR CREATIONS on behalf of an industrialist.

3.4 Tariff adjustment during the year

SAVOR CREATIONS’ Product tariffs are revised annually. SAVOR CREATIONS also reserves the right to adjust its tariff during the year, on an exceptional basis, in order to restore the contractual balance, based on objective justifications (increase and/or shortage of raw materials, increase in transport, packaging, production, and energy costs, changes in supply conditions, consequences of weather conditions, changes related to the legislative or regulatory environment, new taxes, etc.), subject to a notice period of two (2) months before its effective date, unless an exceptional market situation justifies implementation within a shorter timeframe. Any request for tariff modification will open a period for renegotiating the price agreed between the Parties in good faith and within a reasonable timeframe, while paying particular attention to the justifications provided and, where applicable, market situations. In the absence of an agreement by the Parties on the new price at the end of this renegotiation period, SAVOR CREATIONS reserves the right to terminate the commercial relationship, in whole or in part, subject to respecting a written notice period of sufficient duration, particularly with regard to the history of the commercial relationship, executed under financial conditions that are balanced in light of the economic context.

3.5 Price reductions

Any tariff advantage granted to the Client, as a deduction from the gross tariff, must be associated with a genuine counter-service that presents an interest for SAVOR CREATIONS, and must be formalized within the Written Agreement.

3.6 Commercial cooperation services

Commercial cooperation services, if any, agreed between the Parties, favoring the marketing of the Products to consumers, are subject to invoicing issued by the Client. Remuneration for commercial cooperation services is calculated on the basis of the discountable turnover defined as the net turnover excluding taxes invoiced and collected, net of returns and reduced by the amount of the CITEO contribution and any other new contribution.

3.7 Price renegotiation clause (fluctuation of costs of agricultural raw materials and industrial raw materials)

In accordance with Article L.441-8 of the Commercial Code, the price of the Products may be renegotiated during the year in order to take into account, in an equitable manner, significant fluctuations in the costs of agricultural and food raw materials, energy, transport, and materials composing packaging. The conditions for triggering the renegotiation are as follows:

▪ index / indicators / market price: cost of essential agricultural raw materials (mustard, oils, vinegar, peppers, sugar), energy, transport, packaging (glass, cardboard, plastic, metal)

▪ fluctuation rate: +/- 20% (this rate corresponds to the average change, both upwards and downwards, of all the indicators defined above)

▪ fluctuation reference period: fluctuation observed continuously over the last 6 months.

Price renegotiation must be conducted in good faith, in compliance with trade secrets, and within a period that may not exceed one (1) month. It must be subject to a written report according to the terms defined in Article D.441-4 of the Commercial Code. If price renegotiation does not lead to an agreement by the end of this period, the Parties must have recourse to a mediation procedure with the mediator for agricultural commercial relations.

3.8 Automatic price revision clause (variation of costs of agricultural raw materials)

In application of Article L.443-8 of the Commercial Code, the price of the Products will be subject to automatic revision based on the variation in the cost of essential agricultural raw materials used in the composition of the products, upwards or downwards, according to the following conditions:

▪ index / indicators / market price: market prices of essential agricultural raw materials (mustard, oils, vinegar, peppers, sugar)

▪ fluctuation rate: +/- 30% (this rate corresponds to the average change, both upwards and downwards, of all the indicators defined above)

▪ fluctuation reference period: fluctuation observed continuously over the last 6 months.

▪ revision rate: +/- 10%

This mechanism does not apply to:

-Wholesale Clients.

-Products manufactured by SAVOR CREATIONS that are expressly targeted and excluded by Decree no. 2022-1325 of October 13, 2022 (e.g., salts).

-Products manufactured under the Client’s private label.

-Products custom-manufactured by SAVOR CREATIONS on behalf of an industrialist.

3.9 Modification of the logistics scheme - Ancillary logistics costs

Any request from the Client concerning the modification of the agreed logistics conditions (e.g., frequency, deadline, destination location, delivery in the city center and/or tourist area, specific preparation, specific palletization and/or storage conditions, etc.) must be subject to prior agreement from SAVOR CREATIONS before any implementation, as well as additional pricing. SAVOR CREATIONS reserves the right to carry out a preliminary study and perform preliminary tests on a number of warehouses and for a given period.

IV. RESALE PRICE.

The Client is solely responsible for setting and advertising the resale prices of the Products to consumers. SAVOR CREATIONS may provide recommended resale prices to its Clients.

The Client undertakes to resell the Products in compliance with the resale-at-a-loss threshold as defined by law (Article L.442-5 of the Commercial Code) and the provisions governing promotional benefits granted to consumers for a specific product, in value and in volume (Article 125 of the ASAP Law no. 1525 of December 7, 2020).

V. ORDERS

5.1 Methods and deadlines for placing orders

Orders are placed directly with the assigned sales representative. To be processed satisfactorily, orders must be sent to SAVOR CREATIONS:

-On Day J to allow for delivery at J+10 (working days), for permanent Products;

-At least 8 weeks before the desired delivery date, for promotional Products.

Orders for Export and orders incorporating custom labels at the Client’s request will be subject to specific conditions and must in any case be submitted for prior validation by SAVOR CREATIONS. Order validation and corresponding special production runs are contingent upon receipt and conformity of all associated elements (customs formalities, validation of label proofs, translations, etc.).

5.2 Minimum order quantity

No order under 400 euros excluding taxes will be processed by SAVOR CREATIONS.

Orders for Export and orders incorporating custom labels at the Client’s request will be subject to specific conditions.

5.3 Carriage paid

SAVOR CREATIONS covers the delivery of ordered Products in the case of an order totaling 600 euros excluding taxes. Failing to reach this carriage-paid threshold, variable transport costs based on the place of delivery (mainland France) will be invoiced to the Client. Orders for Export and orders incorporating custom labels at the Client’s request will be subject to specific conditions.

5.4 Refusal of order

SAVOR CREATIONS reserves the right to refuse an order in whole or in part, without any penalty being applied to it in this regard, in the event of:

-Non-compliance with the ordering procedures set out in the GTCS or agreed between the Parties;

-Failure to pay one or more invoices by the Client or significant outstanding balance of the Client;

-Quantities that are abnormal compared to quantities usually ordered by the Client;

-Inability to supply the Products due to a case of force majeure or exceptional circumstances disrupting the production and/or logistics chain (stock shortages, raw material shortages, supply difficulties, health crisis, etc.). SAVOR CREATIONS will use its best efforts to communicate to the Client, ahead of their order, any disruption resulting from a proven shortage of raw materials of which it has become aware.

5.5 Modification or cancellation of order

Any order placed by the Client is irrevocable, unless prior written agreement from SAVOR CREATIONS is obtained. In any event, delivery delays related to order modifications accepted by SAVOR CREATIONS may not give rise to any indemnity, penalty, or deduction, nor justify the total or partial cancellation of the order.

VI. PAYMENT TERMS

6.1 Invoicing

Invoices are issued on the date of shipment of the Products, based on the tariff in effect on the date of delivery.

6.2 Payment deadline

Unless prior written agreement between the Parties, invoices are payable within a period of thirty (30) days net from the invoice date, subject to legal caps.

Orders for Export and orders incorporating custom labels at the Client’s request will be subject to specific conditions OR must be paid in advance, on the day the order is placed.

The acceptance of an order or the delivery of Products may be subject to specific payment conditions (e.g., requiring cash payment, before shipment) in the absence of references or sufficient guarantees, particularly in the case of a new Client, a non-regular Client, a payment incident, doubt regarding solvency and/or, in general, aggravated risks of non-payment.

No discount will be granted in the event of early payment.

6.3 Payment methods

Invoices are payable by non-accepted LCR (bill of exchange). Any other payment method is subject to prior written agreement from SAVOR CREATIONS. They will be considered settled on the day the amount is credited to SAVOR CREATIONS’ account.

Any first order will only be processed after receipt of payment by bank transfer.

The Client undertakes to notify any change of bank details to the SAVOR CREATIONS accounting department as soon as possible by email.

6.4 Set-off

In accordance with Articles 1347 et seq. of the Civil Code, reciprocal debts between the Parties may be subject to set-off provided they are certain, fungible, liquid, and due. In this regard, it is recalled that a penalty that has been contested is therefore no longer certain and cannot be subject to automatic set-off or deduction as long as there is no agreement between the Parties. If applicable, each Party proceeding with a set-off will inform the other of the references of the offset invoices in order to facilitate accounting reconciliation. Any set-off or deduction performed abusively will be considered as a late payment by the Client and will produce the consequences thereof (interest, indemnity for recovery costs, etc.).

6.5 Delay and failure to pay

Any delay in payment relative to the due date provided on the invoice entails by operation of law, without prior formal notice, the cumulative application of:

-Late payment interest corresponding to three times the legal interest rate OR calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten (10) percentage points,

-A fixed indemnity for recovery costs of forty (40) euros per invoice (and any additional indemnity in the event that the recovery costs incurred by SAVOR CREATIONS are higher, upon justification).

In the event of bank rejection of drafts or transfers, administrative processing fees may be invoiced to the Client.

In the event of failure to pay one or more invoices by their due date, SAVOR CREATIONS will also have the option to claim the suspension or automatic resolution of any ongoing order, the immediate demand for payment of all sums remaining due even if not yet due, and the return of the Products remaining unpaid at the Client’s expense and risk. SAVOR CREATIONS may also refuse to honor any new order from the Client or demand guarantees from the Client for the proper performance of the commitments made (notably payment before shipment), without this being able to engage the liability of SAVOR CREATIONS.

6.6 Retention of title clause

SAVOR CREATIONS RETAINS OWNERSHIP OF THE PRODUCTS SOLD UNTIL EFFECTIVE PAYMENT OF THE ENTIRE PRICE, IN PRINCIPAL, INTEREST, AND ACCESSORIES, IN ACCORDANCE WITH ARTICLES 2367 ET SEQ. OF THE CIVIL CODE.

CONSEQUENTLY, SAVOR CREATIONS RESERVES THE RIGHT TO RECLAIM FROM THE CLIENT THE FULL OWNERSHIP OF THE PRODUCTS SOLD AND NOT YET PAID FOR WITHOUT, HOWEVER, MODIFYING THE CLIENT'S RESPONSIBILITIES, WHO MUST BEAR THE RISKS, CHARGES, AND INSURANCE OF THE PRODUCTS FROM THE MOMENT THEY ARE MADE AVAILABLE. IF THE PRODUCTS HAVE BEEN RESOLD BY THE CLIENT, SAVOR CREATIONS' CLAIM WILL BE AUTOMATICALLY TRANSFERRED TO THE CLAIM FOR THE PRICE OF THE PRODUCTS THUS SOLD BY THE CLIENT. THE CLIENT MAY RESELL THE PRODUCTS AS PART OF THE NORMAL OPERATION OF THEIR BUSINESS, BUT THEY WILL LOSE THIS FACULTY AS SOON AS THEY ARE NO LONGER ABLE TO MAKE THE PAYMENTS DUE. ALL PREVIOUSLY PAID INSTALLMENTS WILL REMAIN ACQUIRED, IN FULL, BY SAVOR CREATIONS AS A PENALTY CLAUSE. THIS CLAUSE APPLIES NOTWITHSTANDING ANY CONTRARY STIPULATION POSSIBLY CONTAINED IN THE CLIENT'S GENERAL TERMS OF PURCHASE, SUBJECT TO PUBLIC POLICY LEGAL PROVISIONS APPLICABLE IN MATTERS OF COLLECTIVE PROCEEDINGS.

VII. DELIVERY

7.1 Delivery methods

Delivery is understood as the placing of the Products at the Customer’s disposal, at the agreed place and date. Delivery is carried out by SAVOR CREATIONS or by any carrier of its choice at the Customer's site. Delivery is free of charge for orders equal to or greater than 600 euros excluding tax. Otherwise, the Customer will be charged transport costs that vary according to the place of delivery (metropolitan France). Export orders and orders incorporating customized labels at the Customer’s request will be subject to specific conditions.

SAVOR CREATIONS reserves the right to make partial deliveries of the ordered Products.

SAVOR CREATIONS shall in no event be liable for delivery address errors originating from the Customer and reserves the right to re-invoice the latter for any re-delivery costs for which it may be liable to its carrier.

7.2 Delivery times

SAVOR CREATIONS will not perform any night deliveries (9 p.m.–5 a.m.), nor any deliveries on Saturdays, Sundays, or public holidays, except under derogatory conditions agreed upon between the parties (date, additional pricing, etc.). The delivery time is provided for information purposes only. SAVOR CREATIONS will endeavor to meet it and will ensure that the Customer is informed of any contingencies of which it becomes aware that are likely to delay the delivery (accident, bad weather, traffic density, etc.).

Every consignment note must be time-stamped upon entry to the Customer's site. Any potential delivery delays do not entitle the Customer to cancel the sale, refuse the Products, or claim any penalty, provided that the delivery is effective on the agreed day, in accordance with Article L.441-17 of the French Commercial Code. Beyond this grace period, any request for late penalties must comply with the procedures defined in Article 9 of the Terms and Conditions of Sale.

7.3 Unloading times

The Customer undertakes to respect the unloading times for the Products, failing which they are liable to be invoiced for costs and/or penalties for which SAVOR CREATIONS may be liable to its carrier (immobilization, re-delivery, etc.) and/or another customer who may have been affected by this wait. SAVOR CREATIONS cannot be held responsible for a delivery delay if its carrier presented itself at the agreed time in its queue.

7.4 Transfer of risks

The transfer of risks takes place when the Products are made available to the Customer. In the event of the Products being collected from SAVOR CREATIONS, the transfer of risks takes place as soon as they are taken over by the Customer or their own carrier, from the time of loading. In the event of delivery to the Customer, the transfer of risks takes place:

-For deliveries of three tons or more: upon the opening of the truck before the Products are unloaded (performed by the recipient under their sole responsibility and at their own expense)

-For deliveries of less than three tons: after the Products are unloaded (performed by the carrier under its entire responsibility).

7.5 Shelf-life contract

The shelf-life contract for the Products varies according to the reference. These are available upon request.

7.6 Palletization

The Products are delivered on non-returnable pallets. Any request for delivery of the Products on another type of pallet (e.g., EUROPE pallets) must be subject to prior written agreement from SAVOR CREATIONS and may be subject to additional pricing.

7.7 Dematerialization

The use of the EDI system within the framework of the commercial relationship must be accepted beforehand by SAVOR CREATIONS and must be subject to the signing of an EDI agreement in order to regulate EDI exchanges. In the absence of such an agreement, no EDI order can be taken into account. Technical malfunctions of the EDI system that are independent of SAVOR CREATIONS’s will cannot give rise to any logistical penalty from the Customer.

VIII. PRODUCT CLAIMS - LIABILITY

8.1 Claims upon receipt

Upon receipt of the Products, it is the Customer's responsibility, in the presence of the carrier, to verify their condition and quantity, and if necessary, to proceed with the opening of any package whose appearance is doubtful. In the event of damage or missing items, the Customer must:

-Formulate all clear, precise, and complete reservations, in the presence of the carrier, on the delivery note duly dated, signed (with the name of the signatory), and given to the carrier,

-Confirm these reservations to the carrier within three (3) days of delivery (excluding public holidays) by registered letter with acknowledgment of receipt, in accordance with Article L.133-3 of the French Commercial Code,

-Send a copy of the reservations by email to SAVOR CREATIONS within the same time frame.

For any other anomaly or non-conformity of the Products (e.g., reference error, expired DLC or DDM, quantity error, etc.), no claim will be admissible if it is not sent by email to SAVOR CREATIONS within three (3) days of delivery. In general, any claim from the Customer must be accompanied by all precise and useful supporting documents (reference, description of the anomaly, photographs, etc.).

8.2 Product returns

Any return of Products, for any reason whatsoever, may only take place after express and prior agreement from SAVOR CREATIONS, both on the principle of the return and on the terms of handling (transport, costs). SAVOR CREATIONS reserves the right to proceed, directly or through any intermediary of its choice, to any observation, verification, and examination of the Products on the Customer’s premises. In the event of a proven defect duly noted by SAVOR CREATIONS, the Customer may obtain a refund for the concerned Products in the form of a credit note.

8.3 Exemption from liability

SAVOR CREATIONS’s liability may in no event be engaged in the event of poor storage or warehousing conditions with regard to the nature of the Products, improper handling of the Products by the Customer, use of the Products under abnormal conditions, or in the event that the Customer exceeds the shelf life of the Products from the time they are delivered to consumers. SAVOR CREATIONS’s liability will never be engaged regarding information relayed on the label customized at the Customer’s request.

8.4 Crisis management - Product recalls/withdrawals

If the Products present a risk to the health or safety of consumers, SAVOR CREATIONS must be involved prior to any withdrawal and/or recall procedure, except for the application of the precautionary principle in an emergency. In the event of the exclusive and proven liability of SAVOR CREATIONS, the Parties will determine on a case-by-case basis, by mutual agreement, the terms for covering the costs incurred by the Customer for the implementation of the withdrawal/recall and, if applicable, for the destruction of the concerned Products. These costs must correspond to the actual costs incurred by the Customer and be proportional to the value of the concerned Products. The express agreement of SAVOR CREATIONS is required for any destruction of Products that have been subject to a withdrawal/recall. In any event, the Customer undertakes to provide SAVOR CREATIONS with the certificate of destruction of the Products.

8.5 Unsold items

Responsibility for the rotation of ordered and delivered Products lies with the Customer, from the time they are made available. SAVOR CREATIONS does not take back unsold Products under any circumstances.

IX. LOGISTICAL PENALTIES

9.1 In accordance with Article L.441-17 of the French Commercial Code, with recommendation no. 19-1 of the CEPC regarding a practical guide on logistical penalties, and with the DGCCRF guidelines on logistical penalties, no penalty corresponding to the non-fulfillment of a contractual commitment may be subject to an automatic deduction from the amount of the SAVOR CREATIONS invoice, without complying with the contradictory procedure as described below.

9.2 Given the resources linked to its organization, SAVOR CREATIONS must have at least forty-five (45) calendar days to verify, and if necessary contest, the reality of the alleged grievance and/or the amount of the penalty. In any event, no penalty may be applied or deducted automatically in the event of a dispute formulated by SAVOR CREATIONS, as long as there is no agreement between the Parties.

9.3 Reciprocally, the Customer undertakes to send the penalty notice to SAVOR CREATIONS within a period of forty-five (45) calendar days from the delivery, concomitantly accompanied by proof of the observed breach and the damage suffered, on the basis of precise supporting documents. Where applicable, the implementation of an electronic portal system by the Customer must not be of a nature to complicate communication between the Parties, who must always have the possibility of resolving a dispute through previously identified contacts. In the absence of written notification to SAVOR CREATIONS, the latter will in no case be bound by the deadline for contesting. In any event, no logistical penalty can be invoiced for contractual breaches that occurred more than one (1) year earlier.

9.4 The penalties may not exceed the ceiling of 2% of the value of the ordered Products belonging to the category of Products within which the non-fulfillment of contractual commitments was observed.

9.5 Penalties must necessarily be proportional to the actual damage suffered by the Customer, to be proven by the latter. Damage is presumed in the event of a proven stock shortage (i.e., shortage on the shelf and in the warehouses). In the absence of a proven stock shortage proven by the Customer, the latter can only inflict logistical penalties if they demonstrate and document in writing the existence of damage.

9.6 The Parties must agree on a target service rate adapted to the relationship and the logistical scheme, providing for a contractual margin of tolerance. The service rate is the ratio between what has been delivered and what has been ordered. Excluded from the calculation of the service rate are (i) late Product orders that do not comply with the deadlines set by SAVOR CREATIONS, (ii) orders refused by SAVOR CREATIONS, (iii) orders not delivered due to a case of force majeure or exceptional circumstances, and (iv) orders not delivered due to a problem with unloading upon receipt, due to the Customer or their logistics provider.

9.7 The Customer will ensure that SAVOR CREATIONS is alerted as soon as possible of any anomaly observed upon receipt that SAVOR CREATIONS could quickly remedy in order to avoid recurring incidents and systematic penalties.

9.8 In any event, no logistical penalty can be applied in case of force majeure. The Customer also undertakes to take into account the efforts made by SAVOR CREATIONS with regard to the exceptional situations encountered, the information communicated with a reasonable notice period, and any alternative solutions proposed. Only the recurrence of delivery problems creating damage for the Customer can justify the application of penalties, provided that SAVOR CREATIONS has not taken the necessary measures to remedy them.

X. FORCE MAJEURE AND EXCEPTIONAL CIRCUMSTANCES

10.1 SAVOR CREATIONS does not engage its liability in the event of the occurrence of a case of force majeure likely to prevent the manufacture and/or delivery of the Products within the meaning of Article 1218 of the French Civil Code, i.e., any event beyond its control (external), which could not have been reasonably foreseen at the conclusion of the contract (unforeseeable) and whose effects cannot be avoided by appropriate measures (irresistible). SAVOR CREATIONS undertakes to inform the Customer of the difficulties encountered as soon as possible and the Parties undertake to meet in order to adapt, if possible, the conditions of execution of their commercial relationship, in a concerted manner.

10.2 This clause extends to all exceptional circumstances external to SAVOR CREATIONS or independent of its will, which do not meet the conditions of force majeure, and which are likely to delay or disrupt the delivery of the Products (e.g., blockages of industrial sites or storage warehouses or transport routes, proven shortage of raw materials with notice, health crisis, climatic hazard, delivery difficulties linked to the global, geopolitical, or economic context, etc.).

XI. COMMERCIAL STATUTE OF LIMITATIONS

By way of derogation from the provisions of Article L.110-4 of the French Commercial Code and in accordance with Article 2254 of the French Civil Code, the Parties agree that all commercial claims and/or payment actions must be initiated no later than one (1) year from the date the Products are made available.

The Parties undertake to make their best efforts to settle all reciprocal receivables resulting from the execution of the written Agreement as soon as possible from its due date.

XII. END OF THE COMMERCIAL RELATIONSHIP

12.1 In accordance with Article L.442-1, II of the French Commercial Code, any termination of the commercial relationship between the Parties, total or partial, for any reason whatsoever, must be subject to written notice of sufficient duration, particularly with regard to the history of the commercial relationship (duration, investments made, etc.), which must in principle be executed under the contractual conditions in force, subject to the application of balanced financial conditions with regard to the economic context.

12.2 Without prejudice to the damages it may claim, SAVOR CREATIONS reserves the right to terminate the commercial relationship without notice, with immediate effect, by registered letter with acknowledgment of receipt, in the event of serious and/or repeated breach by the Customer, without the latter being able to claim any compensation in this respect.

12.3 For orders incorporating customized labels, the Parties must fix in their contract the fate and the terms for liquidating the packaging and finished Products remaining in the possession of SAVOR CREATIONS in the event of termination of the commercial relationship. In any event, if SAVOR CREATIONS were forced by the Customer to have a maximum stock of packaging and/or finished Products, the Customer undertakes to take back these stocks or to cover the destruction costs, and to compensate SAVOR CREATIONS up to their purchase value. SAVOR CREATIONS will ensure that the Customer is informed, from the beginning of the notice period, if it holds stocks of finished Products and/or packaging exceeding the quantities provided for by the Contract for legitimate and justified reasons (e.g., insufficient turnover of Products, minimum order thresholds from the printer, etc.), so that the Parties can determine their liquidation terms and find outlets for these Products.

XIII. INTELLECTUAL PROPERTY

13.1 The Customer may not mention or use the trademarks, logos, Product visuals, or any other intellectual property right belonging to SAVOR CREATIONS for any purpose other than promoting the resale of the Products, under normal conditions with regard to its activity. The Customer undertakes not to infringe the intellectual property rights of SAVOR CREATIONS and the brand image and Products of SAVOR CREATIONS, and to report any infringement of its rights that it may observe and to provide all necessary information for the safeguarding of its rights.

13.2 SAVOR CREATIONS reserves the right to modify its Products at any time and without notice (e.g., design change, compliance with new regulations) without being obliged to modify the Products previously delivered or currently being ordered and without the information appearing as advertising on the various commercial documents being opposable to it. The Customer undertakes to use only the latest version of the Product visuals, trademarks, and/or logos that will have been sent to it by SAVOR CREATIONS.

13.3 The recipes and manufacturing secrets of the Products developed by SAVOR CREATIONS belong to it.

XIV. PERSONAL DATA

The Parties undertake to comply with any legislation and regulation applicable to them regarding the collection and processing of personal data, in accordance with Law No. 78-17 of January 6, 1978, as amended by Ordinance No. 2018-1125 of December 12, 2018, and Regulation 2016/679/EU of April 27, 2016, on data protection (known as "GDPR").

The personal data collected and processed by SAVOR CREATIONS is necessary for the processing of the Customer's orders and the supply of the Products, their improvement, and the maintenance of a secure environment to ensure the verification, identification, and authentication of the information transmitted by the Customer, the processing of the Customer's order, the preparation of its invoices, the implementation of customer support, and the management of any disputes with the Customer.

This data may be communicated to the partners of SAVOR CREATIONS in charge of the execution, processing, management, and payment of orders, for the sole purpose of ensuring the proper execution of orders, under conditions ensuring the confidentiality of the data.

Any natural person has a permanent right of access, modification, rectification, deletion, opposition, portability, and limitation of their personal data collected by SAVOR CREATIONS, which they can exercise by writing to the address: contact@savoretsens.com.

XV. INTERNET RESALE

Any Customer planning to resell the Products on their website undertakes to inform SAVOR CREATIONS prior to going online, so that the latter can communicate to them any necessary quality standards that it will have defined for the purposes of the sale of the Products.

XVI. CONFIDENTIALITY

The documents and information communicated between the Parties, during the negotiations or the execution of the commercial relationship as well as the provisions provided for in the concluded contracts, will be considered as confidential information. This confidentiality commitment of the Parties continues for five (5) years from the cessation of the commercial relationship. By way of exception, the Party benefiting from confidential information is authorized to transmit it to any supervisory, control, or judicial authority entitled to require, due to its power recognized by regulation, the communication of confidential information.

XVII. APPLICABLE LAW AND JURISDICTION

17.1 These General Terms and Conditions of Sale are subject to French law. It is expressly provided that the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980, does not apply.

17.2 Any dispute arising from the conclusion, performance, interpretation, or termination of the GCS, as well as any litigation relating to the cessation of relations between the Parties, which could not be resolved amicably, shall be submitted to the exclusive jurisdiction of the Commercial Court of TOULON (83), notwithstanding a plurality of defendants or a warranty claim, including for urgent proceedings, protective measures in summary proceedings or by petition, subject to the jurisdiction of specialized courts.

XVIII. CONTACTS

Customer Service (orders): Contact details of the assigned sales representative or head office: commandes@savoretsens.com

Accounting (invoices): compta@savoretsens.com

Quality – complaints – crisis management: qualite@savoretsens.com

Penalty management: contact@savoretsens.com