General Conditions of Sales

ARTICLE 1 – Scope of application

These General conditions of sale apply to all sales made by the W-THINKMAKE company through professional buyers, regardless of the clauses that may appear in customer documents, particularly the customer's General conditions of purchase. Any order for products sold by W-THINKMAKE entails the Buyer's unreserved acceptance of the entirety of these General Conditions of Sale. Pursuant to regulations in force, W-THINKMAKE reserves the right to contravene certain clauses of these General conditions of sale, depending on negotiations with the Buyer, and to draw up Special conditions of sale.


ARTICLE 2 – Intellectual property

All graphic and technical documents, products, and photographs provided to the Buyer remain the exclusive property of the W-THINKMAKE company, which is the sole holder of the intellectual property rights for these documents, and they must be returned to the company upon request, unless the rights thereto were previously transferred. The Buyer undertakes to not use the documents in any way that could lead to an infringement of the patent or intellectual property rights held by W-THINKMAKE and undertakes to not disclose them to any third party.


ARTICLE 3 – Orders – Prices

3-1 Sales are _nal only after express written acceptance of the customer order by W-THINKMAKE, which will take particular care to ensure the availability of the products requested. Orders must be confirmed in writing by means of a purchase order or estimate duly signed by the Buyer. Orders are _rm upon receipt. The unavailability of a product or a packaging component owing to a case of force majeure will not lead to cancellation of the entire order. 3-2 Products are supplied at the prices in e_ect on the day the order is placed, and if applicable, in the speci_c sales quote provided to the Buyer. These prices are _xed and not subject to change during their period of validity. These prices are net and excluding tax. They do not include storage, transport, or costs for research or legal documents, nor possible customs fees or insurance, which will all be paid by the Buyer.


ARTICLE 4 - Payment modes

Any order, as de_ned hereinabove, will entail an advance payment of 50%. The balance of the price is payable in full on the day of delivery. Should the Buyer cancel an order after it has been accepted by W-THINKMAKE, for any reason other than force majeure, the advance payment made on the order will be retained by W-THINKMAKE and will not in any way be refunded. Each delivery will generate an invoice from W-THINKMAKE, which must be paid on the due date shown thereon. Any delay in payment will entail, with no need for a prior default notice, the invoicing of interest for late payment, for which the rate is equal to the rate used by the European Central Bank for its most recent re_nancing operation, plus 10 percentage points, but not less than three times the legal French interest rate in force. Furthermore, in case of arrears, the Buyer will in law be subject to a monetary penalty of 40 Euros for payment recovery without prior notice. W-THINKMAKE may —upon presentation of proof— ask the Buyer to pay additional compensation if the recovery fees in question exceed that amount.


ARTICLE 5 - Property rights clause

Until full payment is made by the Buyer, the W-THINKMAKE company retains property rights over the products sold, including graphic creations, allowing the company to regain possession of said products. Any advance payment made by the Buyer will be retained by W-THINKMAKE as compensation, without prejudice to all other means that it may rightfully employ against the Buyer. On the other hand, the risk of loss and deterioration will be transferred to the Buyer upon delivery of the products ordered. The Buyer therefore undertakes to insure the products ordered —at its own cost and in favour of W-THINKMAKE—by means of ad hoc insurance until the property has been fully transferred, with proof to be provided to this latter at delivery. Failing that, W-THINKMAKE will have the right to delay delivery until such proof is presented. Should the W-THINKMAKE company _le a claim, the amount paid as advance or partial payment will be permanently retained by the company. All costs for pick-up and re-dispatch of products will be paid by the Buyer.


ARTICLE 6 - Discounts, reductions, and rebates

Depending on the quantities acquired or delivered by W-THINKMAKE in one consignment to the same place or based on regular orders, the Buyer may enjoy discounts, reductions, or rebates.


ARTICLE 7 – Delivery

Products acquired by the Buyer will be delivered on the date noted in the "reverse planning" document, which may be updated if substantial changes to the order are made after product design and industrial development. This delivery date is given merely for informative purposes, the actual delivery date being dependent on production plans for di_erent packaging components and the manufacture of concentrates, on the availability of transport, and on the sequence in which orders arrive. W-THINKMAKE makes every e_ort to meet the delivery date indicated upon acceptance of the order and to _ll the orders, except in cases of force majeure, or in circumstances beyond its control, including, but not limited to, strikes, ice, _re, storms, _ooding, epidemics, or supply problems. The Buyer is responsible for checking the visible condition of the products at delivery. Save for reservations expressly noted by the Buyer via registered letter with acknowledgement of receipt within a period of three days counted from the delivery date, the quantity and quality of the products delivered by W-THINKMAKE will be deemed in conformity with the order. In case of delivery at the W-THINKMAKE site (EXW-Incoterms 2020), the Buyer must take possession of the products within a period of 10 business days counted from the day it receives the noti_cation of handover. Failing that, W-THINKMAKE may charge the Buyer handling fees equal to 1% (exclusive of tax) of the total amount (exclusive of tax) of the order per week of delay. In case of delivery to a site other than the W-THINKMAKE site, the responsibility for costs of delivery and transfer of risk are determined by applying the rules for each INCOTERM 2020 referenced in the order.


ARTICLE 8 – Complaints – Returns

Complaints about the products delivered must be made by the Buyer via registered letter addressed to W-THINKMAKE within the 3 days following receipt of the merchandise. 900 route de Cannes - 33 Val de Cuberte 06560 Valbonne - France - Tél : +33 (0)9 83 87 26 14 - - - SIRET : --- - N° TVA intracommunautaire FR 7----- The Buyer may not under any circumstances return the products to W-THINKMAKE without having obtained prior approval from this latter. Should a defect be veri_ed by the W-THINKMAKE company, it may at its discretion, replace the defective products or issue a credit note in favour of the Buyer.


ARTICLE 9 - Warranty against obvious and hidden defects

Products are delivered with a contractual guarantee of one year counted from the delivery date. This warranty covers non-compliant products on the order and any hidden defect resulting from defects in materials, design, or manufacture that a_ect the delivered products and render them unsuitable for use. Under such circumstances, W-THINKMAKE will replace or have repaired the products or items under warranty, the warranty likewise covering labour costs. The products must be checked by the Buyer at delivery, and any complaint, reservation, or dispute involving missing items or obvious defects must be made in accordance with the conditions set forth in the articles hereinabove. In the case of obvious defects, W-THINKMAKE will issue a credit note in favour of the Buyer, subject to veri_cation of the alleged defects. The customer must provide all evidence needed to prove the existence of the defects noted, and W-THINKMAKE reserves the right to directly or indirectly verify and con_rm the defects on site. Any noti_cation of defects existing at the time of delivery and revealed after receipt of the products must be made by the Buyer in writing within three (3) days following the date on which the Buyer discovered the non-compliance. No noti_cation will be accepted if it is made more than three (3) full days after delivery of the products. No claims of non-compliance may be made by the Buyer more than three (3) days after delivery of the products. The Buyer expressly agrees —by accepting these General conditions of sale—that after such a date, the Buyer may not claim non-compliance of the products nor make any sort of counterclaim in a debt collection suit _led by W-THINKMAKE. Should these conditions be infringed, W-THINKMAKE;s cannot be deemed to bear any liability vis-à-vis the Buyer for a hidden defect. Defects and deterioration of the delivered products owing to anomalous conditions of storage and/or conservation when in possession of the Buyer, particularly in case of an accident of any type, are not covered by W-THINKMAKE warranty. In keeping with the warranty for hidden defects, W-THINKMAKE need only issue a credit note in favour of the Buyer equal to the price of the defective merchandise; the Buyer is not entitled to damages for any reason whatsoever. W-THINKMAKE guarantees its products against hidden defects in accordance with the law, custom, legal precedent, and under the following conditions: - the warranty applies only to products that have become the Buyer's legal property; - the warranty applies only to products completely manufactured by W-THINKMAKE; - the warranty does not apply if the Buyer has used the products under inappropriate conditions of use or performance. The W-THINKMAKE warranty pertains only to hidden defects. The Buyers being professionals, a hidden defect is understood to be a production defect that renders the product unsuitable for use and is not likely to be detected by the Buyer before use. The W-THINKMAKE company does not cover damage and wear-and-tear resulting from adaptation or special constructs —anomalous or not— of the products unless such action was performed under the company's supervision. The warranty is limited to replacement or repair of the defective items.


ARTICLE 10 – Regulations - Buyer's use of the products

The Buyer must ensure that it is aware of the various French or foreign laws pertaining to the various products delivered by W-THINKMAKE. The Buyer undertakes to ensure that its employees and customers follow said regulations. Failing that, W-THINKMAKE will not bear any liability. W-THINKMAKE accepts no liability for the Buyer's use of the products delivered to it by W-THINKMAKE, particularly in cases of use in violation of intellectual property rights.


ARTICLE 11 - No waiver – Validity

These General conditions of sale, as well as the prices and the table of discounts, reductions, and rebates attached here to are expressly agreed and accepted by the Buyer who, having read and understood the documents, acknowledges that it accepts that no con_icting documents, especially its own General conditions of purchase, will prevail. The failure to exercise a right recognised under these General conditions of sale or to not request ful_lment of any provision of the conditions at a particular time will in no case be interpreted as an express or tacit waiver of the right to exercise said right in future or of the right to request strict ful_lment of the commitments herein. Should any provision of these General conditions of sale be declared void, this decision will in no case a_ect the validity of the other provisions of these General conditions of sale.


ARTICLE 12 - Applicable law – Jurisdiction

By express agreement of the parties, these General conditions of sale and the purchase and sales operations stemming therefrom are governed by French law. The General conditions of sale are drawn up in the French language. Should the Conditions be translated into one or more languages, only the French language version will be considered valid in cases of litigation. Any litigation between the parties will be subject to the jurisdiction of the Commercial Court of GRASSE.