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TERMS AND CONDITIONS

BY CONNECTING YOU ONE THE SITE WWW.DEBAUVE-ET-GALLAIS.BIZ, YOU CONFIRM YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS AND AGREE TO BE BOUND BY SUCH. ANY ORDERS WILL BE EXCLUSIVELY GOVERNED BY THESE TERMS AND CONDITIONS.

The Web site http://www.debauve-and-gallais.biz (the "Site") is the only and exclusive property of Debauve and Gallais ( "S.A Debauve and Gallais"), holder of all the related rights. Without prior and written permission of the S.A Debauve and Gallais, it is forbidden to copy or download whole or part of the Site or of its content. However, the S.A Debauve and Gallais authorizes the creation of hypertext cross references to the Site.

ARTICLE 1: ACCEPTANCE OF TERMS AND CONDITIONS

The fact for a visitor (the "Visitor") of filling the order form (the "Order Form") being reproduced on the Site and of confirming the Commercial Proposal while clicking on "Confirmation", is worth full and whole acceptance of the Terms and Conditions, which will be only applicable to the contract thus concluded.

ARTICLE 2: STATUS: DAY PARTNER AND FULL PARTNER

The access to the prices and the Order Process are not free. Any Visitor must communicate a minimum of information to visualize the prices and to reach Order Form. For this purpose, the Visotor must fill the Registration Form. Moreover, it should not hesitate to communicate any relevant information or document by way of postal or electronic mail (addresses in end page).The S.A Debauve and Gallais reserves the right to grant or not the status of one shot purchaser ( "Day Partner") to all Visitor without having to justify its refusal. Any Day Partner wishing to proceed to one second order, or any Visitor wishing to become immediately a regular purchaser ( "Full Partner"), must get in touch with the Overseas Department to set up a mission in Paris in order to reach a bilateral agreement ( "Bilateral Agreement"). Day Partners and Full Partners (the "Partners") are the only authorized retailers of the products of the S.A Debauve and Gallais.

ARTICLE 3: RIGHTS OF THE VARIOUS STATUS

The rights of the Day Partner are strictly defined by Terms and Conditions. As to the Order Process, the Day Partner can visualize all the prices but it can order only once and its choice is restricted to the products of ranges 0, 2, 3 and 9. The rights of Full Partner are much broader and are listed and specified in a Bilateral Agreement.

ARTICLE 4: BILATERAL AGREEMENT

The rights and obligations of each Full Partner are listed and specified in a Bilateral Agreement. The former constitutes the law of the parties and deals in particular with:contractual duration, ranges of products, bilateral discount and order terms, resale conditions (pricing, other products...), presentation and preserving of the Products, complementary agreements (licences...).

ARTICLE 5: ORDER PROCESS

5.1: Order Form
The order process ( "Order Process") describes each steps of the order on the website. The Partner fills the Order Form which is a request for a quote and a delivery period and then send it to the S.A Debauve and Gallais.

5.2: Minimum Order
The partner must comply with minimum order provision, that is to say to order at least fifteen Shipping packages or, in case of less, to order for an initial amount of at least 1500 Euros.

5.3: Commercial Proposal
The S.A Debauve and Gallais issue a commercial proposal ( "Commercial Proposal"). The Commercial Proposal includes a total price proposal which corresponds to the Partner Discount possibly increased by the discount forecast by the Bilateral Agreement (the "Bilateral Discount"), as well as a proposal for a delivery period. The Partner has 7 days to accept or refuse the Commercial Proposal: in the event of an agreement, the Partner must confirm (click "confirmation") it, which is worth full and whole acceptance of Terms and Conditions. Without any answer from the Partner in the 7 days, the Commercial Proposal will be regarded as null and void.

5.4: Conclusion of a sale contract
The Order Form being reproduced on the Site shall not be construed as a legally binding permanent offer. Thus, the conclusion of a sale contract will intervene only after the Partner has confirmed the Commercial Proposal and the payment has been credited on the bank account indicated by the S.A Debauve and Gallais.

ARTICLE 6: GENERAL OBLIGATIONS OF THE PARTIES

6.1: Obligations of the S.A Debauve and Gallais
The S.A Debauve and Gallais undertakes, ounce the Partner has confirmed the Commercial Proposal and the Payment be credited, to sell the products set forth on the Commercial Proposal (the "Products") and to deliver the Products ordered to the address indicated by the Partner.

6.2: Obligations of the Partner
The Partner commits himself to fill the Registration and Order Forms with accurately. The Partner indicates to the S.A Debauve and Gallais an address to which the delivery ca be carried out during business hours. The Partner commits himself to pay directly to the carrier any additional amount that might arise due to customs duties, VAT or other taxes due upon importation of the Products in the country of the place of delivery.

ARTICLE 7: SPECIFIC PROVISIONS.

7.1: Invoice price
The price indicated in the Commercial Proposal by the S.A Debauve and Gallais (the "Price") is definitive. The Price includes the price of the Products, handling costs and packing as well as the whole of the taxes for export out of France. It includes also the Partner Discount and, possibly, the Bilateral Discount. The Price is VAT excluded.
The Price is in Euros. The payment must be denominated in Euros and made by overseas interbank credit transfer as soon as the Partner confirms the Commercial Proposal. An invoice is issued by the S.A Debauve and Gallais and joined to the sending.

7.2: Weight and Shipping package
The weights indicated on the website are denominated in grams. The Products are packaged in special parcels called Shipping packages. The Cases (range 0) are packed in various numbers according to their different sizes in a Shipping package. The other Products (ranges 1 to 9), sold loose, are packed in Boxes of various weights, each one conceived as a Shipping package.

7.3: Incoterms
The applicable Incoterms are Ex-Works. However, to help its own Partners, the S.A Debauve and Gallais propose a door to door airfreight entrusted to FEDEX.The S.A Debauve and Gallais join a FEDEX quotation to the Commercial Proposal and, in the event of the agreement of the Partner, pay FEDEX and invoices the Partner.

7.4: Customs Formalities
The S.A Debauve and Gallais will not, for any reason, be held liable for the refusal for entry, the holding or the destruction of the products by the Customs of the country of the place of delivery (the "Customs"). It is the responsability of the Partner to get from the Customs all the relevant informations about Customs formalities (import bans, labelling, validity dates, forms,...)and to transmit an itemized statement to the S.A Debauve and Gallais.

7.5: Catering
The Products being hand-made and manufacture on a small-scale are never available in boundless quantity at a given moment. So, the S.A Debauve and Gallais, concerned about delivering only Products of the greatest quality, propose a delivery period to the Partner.

7.6: Airfreight - Delivery
Considering the frailty of the Products and the shortness of their validity periods, the deliveries are airfreight.The Products are delivered the working days to the address of delivery indicated in the Order Form. In case of absence of the recipient or of a person being able to take possession of the Products, the carrier will leave a note indicating the location where the Partner shall withdraw the Products. The S.A Debauve and Gallais will not, for any reason, be held liable for any deterioration in the Products due to has Partner's failure to collect the Products in a timely manner.

7.7: Preserving - Validity periods
The partner commits itself to have respect for the products, i.e. to preserve them from any sudden variations in temperature and to stock or display them in a dry place whose ideal temperature must be around 17/18° Celsius (62/64°F). Under these conditions, the validity periods are relevant: they define shelf lives to sell a chocolate of excellent quality. The validity periods range, according to the Products, from three ( "Perishable chocolates") to more than six months ( "Non Perishable chocolates"). The best shop temperature must be 21/22 ° Celsius.

7.8: Qualification upon Receipt - Part Delivery - No Returns
The Partner cannot issue reserves with respect to the taste, the freshness or the appearance of the Products.
The Partner make a claim if the products delivered are not conform with the Commercial Proposal. He must contact the S.A Debauve and Gallais by E-mail no later than 24 hours after the delivery was made.The S.A Debauve and Gallais will choose to send the missing products or to reimburse the Partner the corresponding price.
No return of Products will be accepted.

7.9: Guarantee - Limitation
The S.A Debauve and Gallais guarantees that the Products it entusts to the express air carrier are of excellent quality and recent manufacturing. No other express or tacit guarantee is granted. In particular the S.A Debauve and Gallais doesn' t guarantee that the Products meet the specific expectations of the Partner.

7.10: Liability - Limitation of Liability
The Partner is personnaly liable for its choice of the Products and, after delivery, is entirely responsible for preserving and consumption of the Products. The S.A Debauve and Gallais will not be held liable for not respecting any laws or regulations in the country where the Products are delivered. The S.A Debauve and Gallais is only liable for complying with French regulation relating to the Products.

ARTICLE 8: RESALE OF THE PRODUCTS

8.1: retail sale to private individuals
The Partner resells the products to private individuals through its shops, corners or Internet websites. In these cases, the S.A Debauve and Gallais could not be held liable for any complaint on the Products emanating from the customers of the Partner.

8.2: Wholesale to companies
Only a Bilateral Agreement may authorize the Partner to wholesell the Products, i-e to sell them to companies. The Bilateral Agreement lists the companies concerned and the guidelines, among them:the eligible Products, the wholesale principles, the preserving rules and the liabilities.

ARTICLE 9: PROTECTION OF TRADEMARK RIGHTS, PATENT RIGHTS AND ORIGIN OF THE PRODUCTS

9.1: Trademarks and Patents rights
The Partner commits itself to comply with the rules relating to the protection of the rights relative to patents, trademarks, names of products and packaging of the S.A Debauve and Gallais. The Bilateral Agreement may define the conditions of use of the S.A Debauve et gallais' patents, trademarks, names of products and packaging. In certain circumstances, the S.A Debauve and Gallais may grant free licences.
9.2: Origin of products
The Partner commits itself not to sell under the trademarks, names of products and packaging others products that the Products, delivered by the S.A Debauve and Gallais. In some limited circumstances, the S.A Debauve and Gallais may grant subject to payment manufacturing licences.

ARTICLE 10: INVALIDITY - CAUSE BEYOND CONTROL - APPLICABLE LAW - QUALIFIED COURTS

If any of the clauses of the Terms and Conditions are, for whatever reason, declared invalid or invalidated for any reason, this will not affect the application or the validity of the other clauses. The clause declared invalid or invalidated will be replaced by the closest provision. Neither the S.A Debauve and Gallais, nor the Parner will be held liable for any failure to perform their obligations as a result of force majeure beyond their control, including but not limited to the following: war, riot, insurrection, interruption of transport system, problem relating to import or export, strikes, lockouts, shortage of products, fire, flood, storm, earthquake.
The present Terms and Conditions are governed exclusively by the French law. But, before going to the Courts, the Partner and the S.A Debauve and Gallais will try to reach a private agreement, respectful of the rights and the commercial interests of the two parties. In case of failure, all litigation or disputes between the parties will be brought before the qualified Courts in Paris.

S.A DEBAUVE and GALLAIS
Overseas Department
House founded in 1800
Supplier of the former Kings de France
30, Rue des Saints-Pères
Quartier Saint-Germain-des-Prés
t75007 PARIS
Ile of France
FRANCE

Telephone:
+ 33 1 45 48 54 67
+ 33 1 45 48 82 38 (Overseas Department)

Fax:
+ 33 1 45 48 21 78
+ 33 1 45 48 08 38 (Overseas Department)

E-mail:
info@debauve-et-gallais.com