General terms of sale

1. Unless otherwise stated, "Supplier" in these General Terms of Sale ("GTS") means: DRAOUNER SUPPLY – trading as SUPPLY7, a société anonyme under French law, SIREN: 982 080 038, located at Parc Lorans, Rue Jean-Marie Huchet, 35000 Rennes (France).

2. SUPPLY7 is operated by DRAOUNER SUPPLY, a supplier specialising in international sourcing, quality control and import logistics. SUPPLY7 acts as a global supplier-importer operating in Asia, the Middle East, Europe, Africa and the Americas. Its services include: sourcing, quality control, strategic consulting, training, and full organisation of transport and customs clearance.

3. Unless otherwise stated, "Client" in these GTS means any person who has submitted an order to the Supplier which has been accepted by the Supplier.

1. These GTS, together with any subsequent amendments, are intended to apply to any order ("the Order") for the supply of tangible goods ("Products") and services ("Services") as defined in each Order referring to these GTS, to professional clients. The "Supply" means all Products and/or Services provided by the Supplier under the Order, in accordance with the accepted quote.

2. The purpose of the GTS is to set out the general obligations and respective responsibilities of the Supplier and the Client within their contractual relationship relating to the Supply, hereinafter jointly referred to as the "Parties" or individually the "Party".

3. The GTS apply without prejudice to any derogating terms negotiated and expressly accepted by the Parties. Any amendment to a validly established Order must be expressly agreed between the Parties. The Client reserves the right to make any necessary changes to the Order, even during performance. In such a case, the Supplier must inform the Client, within a maximum of eight (8) calendar days from notification of the change, of the consequences on the agreed prices and deadlines. Such consequences must be the subject of the Supplier's written agreement where the initially agreed terms are changed. Any formal notice relating to the Order must be sent by registered letter with acknowledgement of receipt to the other Party.

4. The relationship between the Supplier and the Client is based on mutual trust and must be performed in good faith.

5. The Client and the Supplier are autonomous and independent, each acting in its own interest and responsible for its own commitments, personnel, suppliers and service providers. The Supplier may not enter into any commitment on behalf of the Client without its prior written agreement. Any joint liability between the Client and the Supplier is excluded.

6. The Order does not in itself confer any exclusivity for the benefit of either Party.

7. The nullity of one or more provisions of these GTS does not affect the validity of the other provisions. Where applicable, the Parties will consult to find alternative provisions to replace the irregular ones.

1. Notwithstanding Article 2, paragraph 6, the Client undertakes not to enter, directly or indirectly, into any contractual or commercial relationship with the subcontractors, suppliers, partners, service providers or principals introduced by the Supplier in the context of performing the Order or similar services, for a period of three (3) years from the first introduction of each subcontractor, supplier, partner, service provider or principal concerned.

2. In the event of a breach of this article, the Client shall owe, automatically and without prior formal notice, a fixed indemnity equal to 30% (thirty percent) of the total pre-tax amount of orders placed directly or indirectly with the supplier, partner, service provider or principal concerned, without prejudice to the Supplier's right to claim additional damages.

1. The Order is only finalised once the Supplier has issued a descriptive quote for the Order and the Client has expressly accepted it.

2. Unless otherwise stated, quotes are valid for two (2) weeks. Thereafter, the Supplier reserves the right to either maintain its offer, propose an updated amendment, or reformulate its offer.

3. For any Order, the Client shall take care to specify, where applicable, the Product references and quantities ordered and shall provide, more generally, any document such as plans, studies or descriptions enabling the Supplier, where applicable and if not previously communicated, to manufacture the ordered parts.

4. No logistics or production commitment begins before full payment is received.

5. Acceptance of the quote entails, in addition to acceptance of these GTS, the Client's acknowledgement that it is fully aware of them.

6. Furthermore, as each contract concluded with the Client is intuitu personae, the Supplier's acceptance of the Order being linked to the Client's identity, the Client shall not assign or transfer, in any manner whatsoever (including by way of assignment or management lease of its business, contribution to a company or, where applicable, transfer of shares or change of control of the Client company) the resulting rights and obligations, without the Supplier's express, prior and written agreement. Failing this, the Supplier may, without prior formal notice, declare the forfeiture of the term and consequently the immediate enforceability of all sums still due on any grounds whatsoever.

1. Any electronic document exchanged between the Supplier and the Client must include elements identifying its sender as well as elements identifying its content. The electronic contact details to be used by each Party are specified. The Parties agree that the electronic contact details are sufficient to identify the sender of electronic documents and to authenticate their origin.

2. The Parties consider the documents they exchange electronically as original documents, fully and entirely binding them. The Parties undertake to establish and keep these documents under conditions ensuring their integrity. The Parties ensure that the content of their documents complies with the obligations, particularly formal ones, arising from laws, regulations and commercial practice. In any event, except in the established case of failure or corruption of their IT systems, the Parties expressly waive the right to invoke the nullity or unenforceability of their transactions on the grounds that they were carried out through electronic or telecommunication systems.

3. Each Party is personally responsible for archiving the documents it sends and receives, in particular for its own tax and accounting needs.

4. Each Party is responsible for choosing, implementing and applying the means, tools and security procedures ensuring the protection of its performance and data against the risks of unauthorised access, loss, alteration or destruction. Each Party is responsible for carrying out the tests necessary to guarantee and control its own means, tools and security procedures.

1. Full payment is required before any production or shipment, unless otherwise stated in the Order or in the specific terms of the quote.

2. Unless otherwise stated in the Order, prices are expressed in Euros excluding VAT and are firm and non-revisable.

5. All payments are made exclusively by bank transfer to the bank details provided by the Supplier.

6. Invoices, issued after each delivery or receipt, shall reproduce the legal mentions and those requested by the Client, including the number and full allocation of the Order, the Supplier's intra-community identification number, and shall be sent to the billing address indicated by the Client, together with any supporting documents evidencing Receipt of the Supply. It is recalled that under Article 242 nonies A of the French General Tax Code, the invoice issue date is a mandatory legal mention and must therefore be accurate and correspond to the date the invoice is actually sent to its recipient. Furthermore, the late sending of an invoice relative to the date shown on it is a source of errors and compromises its proper processing. Consequently, any invoice showing a discrepancy of more than seven (7) calendar days between the date shown on it and the date it is received will be returned to the Supplier to bring its issue date into compliance, and its payment will only occur after receipt of the corrected invoice and upon expiry of the deadline set out in the quote. The Supplier is obliged to issue its invoice as soon as the sale or service, and more specifically the Supply, has been performed and expressly undertakes to do so, these terms constituting a request for invoicing as soon as the sale or service, and more specifically the Supply, is performed.

7. Any late payment automatically entails, without formal notice, penalties calculated on the basis of the ECB rate + 10 points, as well as a fixed recovery indemnity of €50.

8. The Supplier may set off any sum due by the Client against any claim it holds against the Client, on any grounds whatsoever.

1. Delivery of the Products is carried out according to the Incoterm chosen in the Order (FOB, CIF, DAP, DDP) or, failing that, delivery is deemed to be made under the DAP incoterm.

2. The Supplier undertakes to deliver the Products and/or perform the Services according to the terms set out in the duly accepted quote. The deadlines indicated in the quote are given as an indication and may vary depending on production, transport and/or customs. The Supplier cannot be held liable for delays due to external causes. Conversely, the Supplier undertakes to inform the Client as soon as it becomes aware of any foreseeable delay in performing the Order.

3. If the Supplier is declared to customs, it is the official importer vis-à-vis the customs and market surveillance authorities and remains automatically liable towards these authorities for any regulatory non-compliance. However, the Client expressly acknowledges that this legal liability of the Supplier does not limit its own contractual liability. The Client undertakes to ultimately bear all financial, legal and regulatory consequences relating to any non-compliance, inspection or sanction. The Client warrants and indemnifies the Supplier against any fine, cost, product recall, loss or damage suffered as a result of this liability. It undertakes to provide any document proving regulatory compliance and to cooperate fully with the Supplier for any steps related to these obligations.

4. If the Client is declared as the importer, it assumes all regulatory and legal liability relating to the import.

1. The Client must check the condition of the Products upon delivery. Failing express reservations or complaints made by the Client or its representative, both to the carrier (where applicable) and to the Supplier, by registered letter with acknowledgement of receipt, within three (3) days of receipt of the Products, in accordance with Article L 133-3 of the French Commercial Code, the Products shall be deemed compliant with the Order in quantity and quality and no complaint may be made in this respect. These reservations must systematically, as indicated above, be notified under the same conditions to the Supplier, failing which they shall be unenforceable against it.

2. Complaints about apparent defects and, subject to the following, about non-conformity of the Products, made subsequently, will be purely and simply rejected.

3. The mention "subject to unpacking" has no value and cannot be accepted as a reservation.

4. The Client decides, upstream and prior to validation of the Order by the Supplier, on the technical specifications and sets the specifications intended to define, in all their aspects, the Products and/or Services to be produced.

5. It shall be for the Client to provide any justification as to the reality of the defects or anomalies observed. It must allow the Supplier every facility to observe these defects and to remedy them. It shall refrain from intervening itself or having a third party intervene for this purpose.

6. Mere minor visual or aesthetic defects cannot give rise to a return except with the Supplier's agreement, and may in no case give rise to any indemnity or damages.

7. In any event, the Client shall not have the right to return the ordered Products to the Supplier without the latter's prior written agreement, and the Supplier may first have the allegedly altered or non-compliant Products expertly assessed. In the event of a return without agreement, the Products shall then be held at the Client's disposal and shall not be processed in any way by the Supplier.

8. No return will be accepted if the Products are contained in packaging other than the original.

9. If a return takes place, it shall be carried out (subject to the provisions of Article 9 below) at the Client's expense and risk.

1. Unless expressly stated otherwise in the Order, ownership of the Supply is transferred to the Client on the date of its individualisation at the Supplier's premises and at the latest upon its physical delivery to the Client or any other place agreed between the Parties or, in the case of a Services Order, as and when they are performed.

2. Unless expressly stated otherwise in the Order, the transfer of risks relating to the Supply takes place on the date (i) of its delivery to the place indicated in the Order or (ii) upon delivery of any deliverables or complete performance of the Services.

3. In the event of resale by the Client, the Client assumes regulatory liability and warrants the Supplier against any claim or sanction.

1. Unless expressly agreed otherwise, the Supplier is not the designer of the parts it supplies. Its role is that of a subcontractor. Thus, the Client assumes full responsibility for the design of the Product in relation to the intended result. This is particularly the case for parts defined by the Supplier at the Client's request and on the basis of specifications or functional plans provided by the Client. In addition, it is for the Client to choose a product matching its technical need and, if necessary, to check with the Supplier the suitability of the product for the intended application.

2. Where the Client is the designer, it remains solely responsible for the conformity of the Products ordered from the Supplier with regard to the regulations applicable in the country where these Products will be used.

3. In view of the foregoing, the Supplier's obligation is strictly limited to complying with the Client's specifications stipulated in the contract, and the Supplier may in no case be held liable for omissions or errors contained in the elements provided by the Client.

4. More generally, any negligence or fault of the Client (in particular, modification of the Product not provided for or specified by the Supplier, alteration resulting from abnormal storage conditions, incorrect assembly, non-compliance with technical data sheets), as well as cases of force majeure, shall be excluded from the warranty.

1. Expressly, cases of force majeure within the meaning of the GTS are those recognised by the case law of the French Court of Cassation under Article 1218 of the French Civil Code. The obligations of either Party affected by a case of force majeure shall initially be suspended, unless the resulting delay justifies termination of the Order. The affected Party shall promptly notify the other Party of the case of force majeure and its probable duration; it shall be required to make every effort to minimise the effects arising from this situation. If the case of force majeure persists beyond fifteen (15) days, with no possibility of remedy, the other Party may terminate the Order without notice or indemnity on either side.

2. The Parties, fully informed of the rights granted to them by Article 1195 of the French Civil Code, accept the risk of a change in the context of the Order and waive all rights arising from that article.

1. Each Party undertakes to keep confidential, in addition to the existence and content of the Order, all information and documents of which it becomes aware during the negotiation and performance of the Order, whatever their nature (technical, financial, commercial, administrative or other) and form (oral or written, in draft or final form, human- or machine-readable), hereinafter referred to as the "Confidential Information". Information that is in the public domain at the time of disclosure or that subsequently enters it through no fault of a Party is not considered confidential.

2. Unless otherwise provided in the Order or in a specific confidentiality agreement relating to the Supply, the Parties undertake to (i) use the confidential information only for the purposes of the Order; (ii) internally disclose the confidential information only to members of their staff who need to know it, exclusively for the purposes of performing the Order; (iii) not disclose the confidential information to any third party, except with the prior written agreement of the other Party, it being understood that the Parties may communicate this information to their subcontractors exclusively for the purposes of performing the Order and after prior written confidentiality undertakings by the latter; (iv) take measures that, taken together, are no less protective than the measures they take to protect the confidentiality of their own confidential information; and (v) after performance of the Order, return to the other Party and/or – at the Client's discretion – destroy all documents (including copies) containing confidential information, for the duration of the Order and for a period of five (5) years following its termination or expiry.

3. Each Party undertakes to comply with Regulation (EU) 2016/679 of the European Parliament on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and with any other law, recommendation or regulation of a competent French or European authority (together the "Personal Data Protection Laws"). Capitalised terms in these GTS other than those defined in the Order have the meaning given to them in the Personal Data Protection Laws.

1. Within this clause, the following terms: "Background Knowledge" means any know-how and/or any elements protected by an intellectual property right and created, developed, produced, acquired or held by each Party, either (i) before the Order date, or (ii) after the Order date, created, developed, produced, acquired or held independently of the performance hereof and necessary for its performance. "Specific Development" means any Products and/or Services developed solely for the Client's needs to meet its own specifications, including the affixing of the Client's brand or logo.

2. Each Party remains the owner or holder of its Background Knowledge. The Parties undertake not to infringe, directly or indirectly, these intellectual property rights and/or copyrights of the other Party and to use said Background Knowledge only for the purposes of the Order.

3. The Order does not confer on either Party any right whatsoever over the names, brands, logos or other distinctive signs of the other Party, including as a commercial reference.

4. In the case of Specific Development, the Client, where it is itself the designer of the Products, retains all intellectual and industrial property rights relating to said Products, samples and technical documentation, which may not be communicated or, more generally, used in any way whatsoever without its written authorisation.

5. In general, the Client warrants that it holds all intellectual property rights necessary for performance of the Order, in particular regarding the documents and information provided to the Supplier and the affixing of a brand and/or logo.

6. In general, the Client shall bear all losses, damages, actions, expenses, costs and fees that the Supplier may incur (including legal costs) in connection with any third-party action alleging that the Supply and/or any means or elements provided by the Supplier under the Order constitute counterfeiting, parasitism, unfair competition or any infringement of its intellectual property rights. This indemnification clause and the resulting obligations shall remain in force for as long as the Products and/or Services are used by the Client.

1. In any event, the Supplier's liability may only be engaged, whatever the basis and nature of the action, in the event of proven fault on its part, having caused personal, direct and certain harm to the Client. The Parties therefore expressly agree that the following types of damage and/or harm may in no case give rise to compensation, whether or not reasonably foreseeable: loss of profit, loss of turnover, loss of clientele, damage to image and/or reputation.

2. The Supplier's civil liability, all causes combined except for gross negligence and bodily injury caused by it, may only be engaged up to a limit of damages not exceeding, per Order incident, 10% of the pre-tax amount of the Order concerned, and provided solely in the form of an accounting credit note. This limitation reflects the balanced allocation between the Parties, taking into account the price and nature of the services.

3. The Client guarantees the waiver of recourse of its insurers or of third parties in a contractual relationship with it, against the Supplier or its insurers, beyond the limits and exclusions set out above.

4. In the event of resale, the Supplier cannot be held liable for any regulatory or financial consequences.

1. In the event of total or partial non-performance by one of the Parties of any of its obligations under the Order or these GTS, the non-defaulting Party may, fifteen (15) calendar days after sending a formal notice that has remained without effect, notify the other Party of the automatic termination of the Order, without prejudice to any damages it may claim as a result of the breach. Termination takes effect on the date of receipt of the written notification sent by registered letter with acknowledgement of receipt.

2. The Supplier may terminate the Order automatically, without notice or indemnity, by simple written notification to the Client: (1) in the event of total or partial non-payment of a sum due at maturity, despite an unsuccessful reminder; (2) in the event of a breach of the non-circumvention clause set out in Article 3; (3) in the event of a false declaration, failure to cooperate or provision of erroneous information by the Client affecting performance of the Order; (4) in the event of insolvency proceedings opened against the Client, unless the Supplier expressly agrees to continue the contractual relationship; (5) if the Client's conduct harms the Supplier's image, commercial reputation or the security of its operations.

3. Termination, whatever its cause, does not affect: (1) invoices already issued by the Supplier, which become immediately payable; (2) the rights and obligations arising before the effective date of termination, in particular the clauses on confidentiality, non-circumvention, intellectual property, liability and jurisdiction, which shall remain in force.

4. The Supplier reserves the right to terminate only one or more current Orders without terminating the entire contractual relationship with the Client.

1. The Supplier is free to use, under its responsibility, any service provider, agent, partner or subcontractor of its choice for the performance of all or part of the Supply, in particular for sourcing, quality control, logistics, transport, customs clearance, inspection, consulting or local support operations. The use of subcontracting does not release the Supplier from its general obligation to properly perform the Order vis-à-vis the Client.

2. The Client expressly acknowledges that the Supplier's subcontractors or partners have no direct contractual relationship with it. Consequently, the Client shall not give instructions directly to, deal with or contract with them, except with the Supplier's prior written authorisation. Any breach of this provision will be considered a serious breach likely to result in immediate termination of the Order, without prejudice to damages.

3. The Supplier ensures that any subcontractor, service provider or partner is bound by confidentiality and compliance obligations equivalent to those set out in these GTS. It remains solely responsible, vis-à-vis the Client, for its subcontractors' compliance with the contractual commitments, in particular regarding regulatory compliance, security and personal data protection.

4. The Client undertakes to cooperate in good faith with the subcontractors designated by the Supplier, in particular to facilitate their work (access, transmission of information, technical validations). Any obstruction or unjustified refusal to cooperate by the Client with a subcontractor may be considered a contractual breach engaging its liability and justifying, where applicable, the suspension or termination of the Order.

1. In particular in the event of changes to the applicable legislation or regulations, or changes in commercial practice, the Supplier reserves the right to amend these GTS at any time and/or to add new provisions, where applicable by means of a separate document, which will then form an integral part of the GTS. If the Supplier intends to amend the GTS governing its relationship with the Client or to add new provisions, it will make them available to the Client by whatever means the Supplier deems most appropriate.

1. These GTS are governed solely by French law. The application of the Vienna Convention on the International Sale of Goods, or any convention replacing it, is expressly excluded.

2. In the event of any difficulty in interpreting or performing the Order, the Parties shall endeavour, in good faith, to reach an amicable solution prior to any litigation.

3. Failing an amicable resolution of the dispute, the said dispute may be brought by the most diligent Party before the competent courts of the Supplier's registered office.

For any question or complaint, contact contact@supply7.co or write to the registered office.