General Sales Condition - www.comtes-de-provence.com

ARTICLE I – CLIENT PURCHASING CONDITIONS

An order placed with our company by the client implies his/her unconditional acceptance of

these general sales conditions and their appendices (price conditions and prices): specifically

of the title retention clause defined in art. V. Any conditions which are at variance or deviate

which may be stipulated by the Client at any time whatsoever shall not apply. These

conditions cancel and replace all previous conditions. The fact that our company does not

prevail itself at any given time of one of these general sales conditions shall not be construed

as representing its waiver of entitlement to invoke such clause at a later date.

ARTICLE II – OFFER AND ACCEPTANCE OF ORDERS

Our catalogues, tariffs or samples are only the presentation of our products, they cannot

result in a firm offer and we reserve the right to make changes at any time. A lack of certain

raw materials, particularly in the case of the products of sensitive harvests such as honey and

organic products, may cause a rise in prices or items being out of stock for which we cannot

be charged and for which the company shall not incur possible penalties. Offers made by our

employees and verbal or written orders only represent a commitment on our part if they have

been confirmed in writing or our shipping the goods. To be honoured, a firm order must be

placed with a lead time prior to shipping of 3 days and include all the elements which allow its

perfect execution. Export conditions remain on request.

ARTICLE III – PRICE AND PAYMENT OF PRICE

3.1. In the case where acceptance has been notified in writing, the agreed prices include the

current economic and monetary conditions. We reserve the right to invoice at different prices

in as far as these conditions should be subject to particularly large variations. In the case of

acceptance by shipping of goods in France, the prices are those in effect on the date of their

leaving our warehouses; they are understood carriage paid according to the conditions of

carriage and packaging paid. (For export is understood from our factory in Peyruis). The Client

shall incur all expenses for any exceptional method of transport he requests. Payment of

rebates granted shall be made by any means at our convenience and shall be conditional to

the prior payment by the client of all the invoices due and the respect of his/her business

commitments; specifically as a result of these general sales conditions.

3.2. Payments are made to us at our invoicing address. It is imperative that the payment

deadlines shown on the invoice be met. The payment methods and overdraft limit are

contractually negotiated prior to the opening of the client’s account based on the solvency

criteria set by us. We reserve the right, at any moment, according to the risks incurred, to set

a new overdraft limit for the Client and adapt his deadlines and methods of payment.

Moreover, in the case of non-payment on a due date or failure to fulfil one of the conditions

herein, we reserve the right to cease doing business with him/her without delay. The

payments according to the contractually set conditions may be carried out by bank transfer,

cheque or paper instrument. The payment deadline is always calculated from the date of

invoice. In the case of payment by instalments, the purchaser is bound to return the goods

delivered to him within 10 days. Payment is only made after the cashing of the actual price:

bills of exchange or any other document creating an obligation to pay is not considered as

payment.

3.3. The maximum payment deadline cannot exceed 30 days after the 10-day period. All

payments made after this due date will render the Client liable to late payment interest set at

3 times the legal interest rate in effect which will run automatically and without prior notice,

from the due date and up to the full payment of the sums due. This interest will be invoiced

every term. In addition to this, any debtor paying an invoice after the payment deadline

expires will owe his creditor a fixed charge to cover debt collection costs whose amount is set

by decree at €40. No discount will be granted for early payment. In the case where a formal

notice to pay has to be delivered to the client, this last, in addition to the application of the

previous provision, shall also be automatically liable for default interest at the legal rate in

effect from the date of formal notice. No reductions in payment or modification in the form

of a corrective debit, no postponement of due date, may be made by the Client, without our

prior written agreement.

3.4. All requests for a signed delivery slip (specifically in the case of dispute) must

imperatively be made on reception of the invoice and at the latest 20 days before the

contractual payment deadline. After this deadline, due to his/her refusal to pay, the client

cannot make any claim against Tne Company. All requests deemed unjustified and generating

late payment, will result, as of law, in the application of points 3.2 and 3.3. In the case of late

payment or partial payment on the due date set, in addition to the application of points 3.2.

and 3.3., deliveries are suspended until the full payment of the sums due in principal,

interests and incidental amounts. Without prejudice to any damages and interest that may be

claimed in virtue of a penalty clause in application of articles 1226 et seq. of the French civil

code, an increase equal to 10% of the amount of the unpaid debts with a minimum of €155

shall be due by the defaulting Client, in order to indemnify, in compensation for the cost of

legal proceedings or implementation which are to be paid by us, to recover unpaid debts, for

the implementation of the retention of title clause or any other legal procedure.

3.5. In the case where the payment or acceptance of one of our bills of exchange is not made

on the scheduled date, all sums due in connection with the order in question and all the sums

which are due to us of whatever nature, become payable immediately whatever the

conditions previously agreed on, and with no notice from us (except for the payment of the

interest for late payment which necessitates formal notice. Likewise if a modification of the

legal capacity or the professional activity of the Client, a sale, a rental or contributing with his

capital, a collateralization against assets or if it is a trading company, a modification in the

personality of its managers or administrators, or in the form of this company, or in its legal or

financial situation, unfavourably modify the Client’s credit. Non-payment of an invoice on its

due date and more generally any defaults in payment, result in the defaulting client losing the

right to all price reductions, special or specific advantages under our trade terms: including

those granted but not yet paid by us. The amount of our invoices may be automatically

compensated but with our special agreement, with the amount of the services which may be

carried out by the client for our company (particularly in the framework of mutual

cooperation).

Likewise and in the case of ceasing to do business with us, the Client grants us a total rebate

of the sums due by us for mutual cooperation. In the case of the Client’s failure to fulfil one of

his/her obligations resulting from these general sales conditions, we reserve the right to

automatically cancel the sale(s), a cancellation which will come into effect six days after

delivery of formal notice by registered letter and acknowledgement of receipt without effect.

In the case of automatic cancellation, the Client agrees to return the goods concerned to us

without delay and on first request, at his own expense.

ARTICLE IV – DELIVERIES OF PRODUCTS AND RETURNS

Delivery can take place at the earliest 5 working days after the firm irrevocable order. The

delivery dates are given as an indication and are not guaranteed: a delay does not authorize

the purchaser to cancel his/her order, refuse delivery by the transporter or apply penalties

or compensations. Delivery is carried out by delivery of the products either directly to the

client, or to a shipper or a transporter of our choice. Given that the transfer of risks to the

Client is made on delivery by the transporter and reception of said products by the client,

the products travel at the transporter’s risks and perils. All claims on the nature, quality of

the delivered products or their non-compliance with the packing slip, must be made in

writing, not more than 72 hours after the reception of said products. Regarding the

measures to be taken vis à vis the transporter, we inform the Client that he/she must, on

delivery, check the condition of the products and their quantity which must correspond to

the indications on the packing slip. If, during this check, he/she notes damages or shortages,

he/she must express reservations on the above document. These reservations must be

dated, written, accurate, complete and confirmed within 3 days by registered letter with

acknowledgement of receipt to the transporter and to ourselves. In the case of a dispute

bearing on part of the invoicing, the amount which is not under discussion must be paid on

the scheduled due date, and the disputed sum will be paid on settlement of the dispute. The

products which were the object of reservations can only be returned after our prior

agreement. More generally, no product can be returned without our prior written

agreement. Any product returned without our prior written agreement will be made

available to the Client, at his expenses and risk. Whatever the case, the choice of transporter

is ours. No claims will be considered 3 days following delivery.

ARTICLE V – TITLE RETENTION

5.1. We sell unconditionally and with title retention, all the products that we market:

including in the case of a deferred payment agreement. We remain the owners of all the

products delivered up to complete payment of all the sums due pursuant to article 3. The

Client, as custodian, is liable for all damages or loss occurring to products after delivery. He

must imperatively, in order to implement title retention, on reception of the products that

we have sold him/her, take all measures which allow at any given time the identification in

his/her stocks of said products at his own expense. In the absence of him/her having taken

these measures, the Client shall in the case of implementation of title retention and if it is

agreeable to our company, provide our Company with as many products of the same kind,

type and brand as those which have not been paid for.

5.2. We reserve the right to demand any product in the case of default of payment of an

instalment. The Client is committed to returning them to us, at his own expense, on our first

request. We may, at out discretion, exercise or not the rights given by this title retention

clause and implement it for all or part of the products concerned. In the case of liquidation,

suspension of payments or one of the procedures provided for in the receivership and

liquidation of companies act or in the case of application of the law on out-of-court

settlement, the Client shall warn us immediately and draw up at his own expenses and

without delay a complete and true inventory of the products to be found in his/her stocks

that he will make available for the title retention clause to be potentially implemented. The

Client shall in no case alter or delete the identification signs on the products and those on

the packaging.

5.3. In all such cases in article 5.2., the Client shall refrain from pursuing the sale of the

products without our written agreement. We may also demand from sub-purchasers the

price or part of the price of the products we have sold with title retention clause which has

not been paid or paid in value, nor made up in a current account between the Client and the

sub-purchasers. To exercise this right the Client agrees to supply us without delay and on

first request, with all the relevant information or documents concerning his/her subpurchasers

(identity, quantity sold, state of sales, method and payment deadlines, etc...

invoices, sales journal, etc...). As stipulated in article 1, placing an order with us implies,

notwithstanding any clause to the contrary, the unconditional acceptance by the client, of

all the provisions governing this title retention clause, clause which cancels and replaces all

prior agreements between the parties concerning its subject matter. This acceptance

concerns all the sales of our products to the Client, made throughout the period of business

relations. By collecting the products ordered, the agreement of the Client to the conditions

defined in this article and on all our general sales conditions is consequently implicitly and

automatically confirmed. This clause, in all its provisions, is an essential condition without

which our company would not have contracted with the Client.

ARTICLE VI – ADDRESS AND LEGAL JURISDICTION

All our sales in France or for export are governed by French law. The parties assign exclusive

jurisdiction to the court of Manosque, even in the case of several defendants: thus providing

us with a substantial condition without which we would not have done business.

The acceptance of settlement or payment outside our headquarters, shall neither substitute

nor constitute a waiver to the attribution of this clause.