GENERAL TERMS AND CONDITIONS OF SALE - US AMEDEE LLC

ARTICLE 1: APPLICATION AND ENFORCEABILITY OF THE GENERAL TERMS AND CONDITIONS OF SALE

1.1 These General Terms and Conditions of Sale ("Terms") establish the framework under which US AMEDEE LLC, a limited liability company organized under the laws of California, USA, located at [insert address], hereinafter referred to as "Seller," will sell its products to professional clients. Unless otherwise agreed in writing by the Seller, any sale made by the Seller is exclusively governed by these Terms and the specific terms of the related order as accepted by the Seller under the conditions set forth below.

Consequently, in the absence of specific conditions expressly derogating from these Terms, the Buyer's placing of an order implies:

Full and unconditional adherence to these Terms and to the terms of the order concerned as accepted by the Seller;

Waiver by the Buyer of any contradictory or differing stipulations at any time or in any form that might conflict with these Terms and the terms of the order as accepted by the Seller.

1.2 The failure of the Seller to invoke any of these Terms or order terms at any given time shall not be construed as a waiver of the right to enforce such provisions at a later date.

ARTICLE 2: ORDERS

2.1 All orders from the Buyer must be submitted in writing and transmitted to the Seller by mail or email. Orders must include all necessary information for the Seller to analyze the order, such as Buyer contact details, product references and quantities, desired delivery date, and delivery location.

2.2 An order shall only be valid upon confirmation by the Seller, evidenced by a written document from the Seller indicating the terms of the order as accepted by the Seller. Order confirmation may also result from the availability of products on the date specified in the product availability notice issued by the Seller to the Buyer.

2.3 Placing an order constitutes recognition by the Buyer that the content of the technical data sheets related to olfactory and gustatory characteristics is indicative. The Buyer is obligated in all cases to use the products in accordance with their intended use and must ensure that the products are used in compliance with the regulations applicable to their profession.

2.4 Special packaging conditions for products (such as bags, infusion bags, ties, etc.) may only be modified no later than four (4) weeks before the delivery date, subject to the Seller's acceptance.

2.5 The Seller will only honor orders from Buyers with sufficient creditworthiness, utilizing any available means of information, including credit insurance, within the maximum authorized credit limit, considering the risks of non-payment. If the total amount of the Buyer's orders and/or invoices exceeds the maximum authorized credit limit, the Seller may suspend order confirmation or execution pending cash payment of the sale price of the products.

2.6 Except in cases of force majeure, no order may be canceled in whole or in part, or otherwise modified, by the Buyer during the processing of said order by the Seller, unless agreed in writing by the Seller.

2.7 The benefit of the order is personal to the Buyer and may not be transferred without the prior written consent of the Seller.

ARTICLE 3: PRICING - PRICE MODIFICATIONS

3.1 Prices are available upon request. The Seller reserves the right to modify its prices or sales conditions at any time.

3.2 Products are sold at the prices in effect at the time of the Seller's order confirmation.

3.3 Prices listed by the Seller to the Buyer are quoted Ex-Works (EXW) from the Seller's warehouse (PACFUL), excluding taxes and in US Dollars (USD), including packaging unless otherwise specified. Consequently, all taxes, duties, or other fees related to the sale, transport, and resale of products are the Buyer's responsibility.

3.4 In case of price changes, any order will be invoiced at the price in effect on the order date. However, the Seller reserves the right to apply the price in effect on the delivery date in case of a request to postpone the delivery date by the Buyer.

ARTICLE 4: DELIVERY - TRANSFER OF RISK

4.1 Sales are concluded Ex-Works (EXW) from the Seller's warehouse (PACFUL), in accordance with Incoterm EXW (2020). The delivery of products is, therefore, performed at the Seller's warehouse, either upon simple notice of availability or by delivery to a carrier designated by the Buyer. The Buyer must inform the Seller of the carrier to whom the ordered products should be handed over on the availability date if the Buyer does not directly pick up the order.

4.2 The Buyer must take possession of the ordered products at the agreed dates and times. The Buyer is required to pick up the products as they are made available after packaging. Any voluntary assistance provided by the Seller during handling does not, in any way, engage its liability.

4.3 In all cases, the products will only be made available if the Buyer is up-to-date with payments related to other sales concluded between the Seller and the Buyer.

4.4 From delivery, the products are under the custody of the Buyer, who assumes full risk of loss and, more generally, any damage the products may suffer or cause, for any reason whatsoever. Consequently, products always travel at the Buyer's risk, and it is the Buyer's responsibility to make any necessary claims against the carrier within the specified time frame.

ARTICLE 5: CONFORMITY - ACCEPTANCE

5.1 Products must be inspected by the Buyer for conformity with the order at the time of delivery. If no reservations are made by the Buyer at the time of product pickup, the products are considered compliant with the order and accepted without reservation.

ARTICLE 6: RETURNS

6.1 No return may be made without the Seller's prior written consent. Any product returned without such consent is at the Buyer's expense and risk and will not be credited. The Buyer shall indemnify the Seller for any costs incurred by the Seller related to unauthorized returns.

ARTICLE 7: PAYMENT TERMS

7.1 Unless otherwise agreed with the Buyer, products are payable at the Seller's headquarters within thirty (30) days from the invoice date.

7.2 Payment is considered made only upon receipt of the funds by the Seller.

ARTICLE 8: LATE PAYMENT

8.1 In case of late payment, the Buyer is liable for late fees as stipulated under California Commercial Code and may incur additional costs as specified by the Seller.

ARTICLE 9: RETENTION OF TITLE

9.1 The Seller retains ownership of the products until full payment of the price, even if the risks have been transferred to the Buyer at delivery.

ARTICLE 10: INTELLECTUAL PROPERTY

All intellectual property rights related to the products remain with the Seller.

ARTICLE 11: DATA PROTECTION

US AMEDEE LLC will comply with all applicable data protection laws.

ARTICLE 12: APPLICABLE LAW - DISPUTES

12.1 All sales are governed by California law. Any dispute shall be brought before the courts in the jurisdiction of the Seller's registered office.