GENERAL TERMS OF SALE EDRINKS

ARTICLE ONE: ENFORCEABILITY OF THE GENERAL TERMS OF SALE

Placing an order with SPRL EDRINKS (registered with the Crossroads Bank for Enterprises under no. 716.674.206) implies the Client's full and unconditional acceptance of these general terms of sale. No particular condition may, unless expressly and formally accepted by the Supplier, prevail against these general terms of sale. Any contrary condition posed by the Client shall therefore, in the absence of express acceptance, be unenforceable against the Supplier, regardless of when it may have been brought to their attention.

ARTICLE 2: RETURNS, REFUNDS OR CLAIMS REGARDING GOODS

Any claim for shortages, apparent defects or non-conformity of the delivered goods must be noted at the time of delivery and recorded on the invoice or delivery note, under penalty of inadmissibility and forfeiture of any right. If the above procedure is not followed, the goods will neither be returned nor refunded, except in the case of damage noted at the time of delivery.

ARTICLE 3: DEPOSIT

Reusable packaging, over-packaging, and more generally anything used for the packaging and transport of goods delivered by the Supplier are on deposit and remain their property regardless of where they are located and the time they were deposited. All reusable packaging is non-transferable and must be used exclusively for their own goods in the form of a loan for use. They are under the care and responsibility of the holder.

The amount of the packaging deposit is included on the invoice and payable by the Client at the same time as the delivered goods. This amount does not constitute a sale price of the said packaging, but a security deposit. 

All packaging delivered by the Supplier must be returned in good condition and sorted. Returns of empties will only take place if the boxes and bottles are sorted by product and prepared, with the quantities listed, in advance of the delivery to avoid any disputes regarding the quantities returned. The quantities of un-deposited packaging may not exceed those that were previously deposited. The Supplier will refuse any un-depositing of packaging delivered by other suppliers. 

Any packaging not returned within a normal usage period (3 months) may be un-deposited with a penalty of 25% of the deposit value. Packaging returned in poor condition will neither be un-deposited nor accepted. The un-depositing of returned packaging will be carried out on the next goods invoice unless there is irregular payment. 

If the Client returns the deposited packaging to another supplier, they will be charged for it. 

In the event of a recovery or judicial liquidation procedure of the Client (regardless of the form it takes), the deposited packaging will be reclaimed by the consigning Supplier and the Client agrees to inform the judicial representative or liquidator designated by the Commercial Court.

ARTICLE 4: PRICE

The applicable price is that in effect on the day of delivery, it includes delivery charges and is understood EXCLUDING VAT. The goods travel at the Client's risk.

ARTICLE 5: PAYMENT TERMS

Invoiced deliveries are payable, unless otherwise specified, in cash on the day of delivery. 

The Supplier reserves the right to apply other conditions, without discount, and without having to justify its decision. In cases where the Supplier grants later payment terms, the value date is calculated from the date of delivery to the Client. No discount is applied for early payment. 

We have specific conditions for this, do we do it every time apart? 

Any benefit or discount granted does not confer any permanent right to the Client.

The Client expressly authorizes the Supplier to offset the proceeds from the deconsignations against any potential debit balance. 

Failure to pay an invoice by its due date automatically results in the forfeiture of any term that may have been granted for the payment of other invoices, and it authorizes the Supplier to suspend, without delay, any promotion, delivery, and/or deconsignation until full payment is made, as well as applicable late fees and penalties.

Any amount not paid by the due date will result in the following charges to the client: 

• A late interest charge at the rate of one percent per month, with any partial month being fully due; 

• A flat and non-reducible amount equivalent to 10.00% of the amounts owed by the client, with a minimum of 125.00 euros.

In the event of a payment facility granted by the Supplier, failure to comply with it allows the Supplier to demand immediate payment of any amount due by the Client.

ARTICLE 6: RESERVATION OF OWNERSHIP CLAUSE

It is expressly agreed that the Supplier reserves ownership of the delivered goods until full payment of their price.

In this regard, the delivery of any title creating an obligation to pay does not constitute a payment within the meaning of this clause. 

The Client is authorized, in the context of its normal operation and unless it is in a state of insolvency, to resell the delivered goods on the condition that it pays the corresponding amounts to the Seller. In no case may it pledge them or transfer ownership as a guarantee.

The Buyer agrees to ensure at its own expense the proper preservation of the goods and to take out an insurance policy covering the risks of loss, theft, or destruction of the said products subject to the retention of title, informing the insurer of the Supplier's ownership rights. 

In the event of seizure or any other intervention by a third party, the Client is required to notify the Supplier immediately. 

In the context of the application of this clause, the Client will bear the burden of risks in the event of loss or destruction from the delivery of the goods.

In the event of non-payment at the agreed due date, the sale may be terminated by right at the Supplier's discretion. The goods will be reclaimed by the Supplier under the conditions of Article 2 above, and compensation equivalent to 30.00% of the total price will be due as compensatory damages for the Client's breach of the agreement, without prejudice to any other amounts owed. If applicable, the Supplier is authorized to retain the deposits received to cover this termination compensation and/or any amounts due.

ARTICLE 7: CONDITIONS AND SECURITY OF DELIVERIES

Delivery times are given as an indication.

No delivery delay can give rise to the buyer's termination of the sales contract or to the payment of damages and interest by the seller.

Furthermore, the supplier has the right to refuse to sell its products based on the availability and sufficiency of its stock or for any other legitimate reason and retains the right to make partial deliveries.

Handling in the Client's premises is at their expense, and the Supplier disclaims any responsibility for damages that may occur during these operations.

The Client acknowledges being informed of the security requirements for these premises in general.

The Client agrees to observe all precautions and rules in force regarding safety in order to protect the Supplier's personnel (technicians, salespeople, delivery drivers) who have access to the areas reserved for the storage of goods.

It is particularly recommended that the Client take all necessary measures to ensure that access is free of any obstruction and sufficiently wide, that the temperature of the storage areas does not exceed 30 degrees, that the premises are properly ventilated, and that the floors are not slippery.

At any time, the Supplier shall have the right to immediately suspend delivery and require compliant access conditions.

ARTICLE 8: CONFIDENTIALITY

By adhering to these General Terms and Conditions of Sale, by providing their contact details as part of a purchase, by filling out a form, or by contacting the Supplier, the Client expressly authorizes the Supplier to record their data (title, last name, first name, company, sector, VAT number, email address, phone number, delivery address, and billing address) and to use it for the following purposes:

• Presenting the company, providing advice on products, and serving as an additional communication channel;

• Facilitating the commercial and marketing relationship with its clients through any means of communication;

• Securing and facilitating financial transactions with its clients;

• Offering quality service and advice;

• Providing personalized offers;

• Allowing the Supplier to track orders, deliveries, and billing.

The Supplier may transfer, free of charge or for a fee, the email addresses and personal information of its clients to third parties for commercial purposes. The same applies in the event of the transfer of its business, regardless of the form that this transfer may take. The information necessary for the proper execution of the operations described above may be transmitted to external service providers.

ARTICLE 9: JURISDICTION CLAUSE

Belgian law is applicable. The courts of the judicial district where the Supplier is located will have exclusive jurisdiction. The proceedings will be conducted in French.