INTRODUCTION

HEDIARD SA, a limited company with capital of €350,000, entered in the Paris Trade & Companies Register with the number 612 051 920, and with its registered office at 21, Place de la Madeleine F-75008 PARIS, FRANCE, and with the intra-community VAT number FR 92 612 051 920, publishes the HEDIARD.FR web site, the main internet address of which is: hediard.biz (referred to hereinafter as “the Web Site”).

By means of its hediard.biz web site, HEDIARD SA operates an on-line sales system for certain of its selected products. This on-line sales business, which complements the network of HEDIARD SA outlets, can be viewed on the hediard.biz web site..

The system created in this manner presupposes an action on the part of the client, a web user with an operational e-mail address, an individual or representative of a corporate entity, professional or private, with the technical means needed to use the hediard.biz service, for which the latter is responsible and for which he/she pays the costs of the internet connection needed to connect to the hediard.biz web site..

These online general conditions of sale govern all relations between HEDIARD SA and its clients, within the framework of an online sales system, the two parties accepting them unreservedly. These general conditions of sale can be viewed on line at the main address for the hediard.biz web site, they can also be downloaded and take precedence over any other copied format.

Before placing orders for products, the Client declares that he/she is aware of the following provisions and expressly and irrevocably accepts the terms outlined below.

DEFINITIONS

The Web Site : A commercial web site accessible via the internet - the hediard.biz web site – on which HEDIARD SA offers products for sale..

The Company or company HEDIARD SA or the vendor : the company represented by its legal representative, employees and agents identified by its hediard.biz web site with which the Client concludes an online contract of sale.

The parties : the purchaser - client on the one hand and the company HEDIARD SA on the other.

The order : Purchase order from the Client for one or more products via the hediard.biz web site

Payment irregularity : a non payment, late payment or partial payment of the amount due, the rejection of a means of payment or a stopped payment by the bank managing the account.

ARTICLE 1 : SUBJECT

These online general conditions of sale govern all relations between HEDIARD SA and its clients, within the framework of an online sales system, the two parties accepting them unreservedly.

These general conditions of sale can be viewed on line at the main address for the hediard.biz web site. Pursuant to the provisions of article 1369-1 of French civil legislation, they may be retained by any person visiting the web site, for this reason they can be downloaded to the user’s computer and can be printed and take precedence over any other copied format.

HEDIARD SA reserves the right to modify or amend its online general conditions of sale, at any time without prior notice. These new online general conditions of sale will become effective on the date on which all new orders come into effect.

Pursuant to the provisions of the law of 21 June 2001 governing confidence in the internet economy and the law of 13 March 2000 governing electronic signatures, the way in which the client validates his/her order by means of a computerised transaction which is specified on the web site or gives his/her agreement by phone, represents an irrevocable acceptance of HEDIARD SA’s online general conditions of sale.

ARTICLE 2 : ORDERS

2.1. Protection of minors and sales of alcohol

Pursuant to the provisions of article L. 3342-1 of French public health legislation, the sale of alcohol to minors below the age of sixteen (16) is prohibited. The purchaser must have the required legal capacity, pursuant to article 2.2 of these general conditions of sale.

HEDIARD SA reserves the right to request proof of identity on delivery.

For your information: the purchase of alcoholic drinks per day and per person is limited to 10 litres for strong alcohol and spirits, 20 litres for intermediate products, 90 litres for wine and other fermented products, 60 litres for sparkling wine and 110 litres for beer.

 

2.2. The purchaser’s legal capacity

Only individuals who are legally capable of concluding contracts for the products sold by the company HEDIARD SA may place orders.

The client declares to the company HEDIARD SA that he/she has complied with the Online General Conditions of Sale and, in order to conclude the sale, has reached the age of legal majority and is not under guardianship, when placing the order.

Where he/she is representing a corporate entity, he/she declares that he/she has the authority to commit the corporate entity under the terms of an online “client/supplier” contract of sale.

 

2.3. Placing an order

2.3.1. User ID and password

When placing his/her first order, and in order to personalise relations with HEDIARD SA on the web site, the Client must create an account. To do this, the Client must enter a User ID and personal password. The computer system then performs a check to ensure that the User ID is unique.

The User ID and the personal password provide proof of the Purchaser’s identity and commit the latter to all orders placed using them, subject to the individual exercising his/her right to withdraw/cancel, as defined in article 14 of these general conditions of sale.

They are legally equivalent to an electronic signature pursuant to the law of 13 March 2000. The Purchaser’s User ID and personal password are his/her responsibility and he/she alone will bear the consequences that may result from any use of them by third parties to which they become known, unless the Purchaser can prove that the discovery by a third party of his/her personal password and User ID are the result of a direct error on the part of HEDIARD SA.

Should he/she forget his/her personal password or User ID or, should he/she believe that a third party may have discovered them, there is a function on the web site allowing the Purchaser to retrieve his/her User ID and to choose a new password at any time.

Using his/her User ID and personal password, the Client may subsequently access the web site at any time to place orders. Telecommunication costs and the costs of connecting to the web site will be borne by the Client.

By making use of the online sales system, the client agrees to provide all the information requested from him/her on the hediard.biz web site needed to place his/her order: including specifically his/her identity – address – delivery address, where this is a different address – telephone number and the chosen payment method for the order. As regards payment by credit/debit card, he/she must have the card to hand in order to verify the type of card and to confirm the details on it: its number, expiry date and CVC, items needed for payment.

It is the responsibility of the Client to specifically check the accuracy of the information he/she provides and the products forming the subject of his/her order before finally confirming the order.

The order processing system allows the Client to return to his/her order in order to amend it or correct any possible errors before finally confirming it. HEDIARD SA may not be deemed liable for errors on the part of the Client.

2.3.2. Order confirmation

An order implies acceptance of the prices and characteristics of products listed on the HEDIARD web site.

The Client places an order by clicking on Add to basket.

Once an order has been received, HEDIARD SA confirms acceptance of the order to the Client, as soon as possible, using the method of its choice: electronically by means of a confirmation e-mail. The sale will only be concluded on confirmation of the order by HEDIARD SA and, at the latest, when it is delivered.

 

2.4. Refusal – modification – cancellation of an order

2.4.1. Refusal of an order by HEDIARD SA

Pursuant to the provisions of article L. 122.1 of French consumer legislation, HEDIARD SA is entitled to refuse any order for a legitimate reason, this applies specifically in the event that the Purchaser is proven to be in financial difficulties – payment irregularities – foreseeable problems affecting delivery, orders placed in bad faith by the Purchaser or even for the Vendor to question the Purchaser’s identity, by requesting official proof in this regard.

2.4.2. Modification – cancellation of an order by the Purchaser

Any modification or cancellation of an order requested by the Purchaser may only be implemented if it arrives with the Vendor, in an e-mail addressed to cadeaux@hediard.fr at least 24 hours before the products are despatched. The Vendor is not obliged in any way to accept the modification or cancellation of an order.

Pursuant to article L. 134-2 of French consumer legislation, where the value of an order is equivalent to or higher than one hundred and twenty euros (€120), HEDIARD SA will retain written proof of the contract concluded electronically between HEDIARD SA and the Purchaser for a period beginning on the date the contract is concluded until the delivery date for the goods and for a period of ten years thereafter, (in accordance with decree 2005-137 of 16 February 2005).

The Purchaser has a right to access this document at any time, by submitting a request to info@hediard.fr, with proof of his/her identity.

ARTICLE 3 : DELIVERIES – DELIVERY TIMES

The goods are sold “ex-Colombes warehouse”.

3.1 Receipt of products

Risk will be transferred on receipt of a delivery by the Client at the agreed place and time. The receiving Client must check the condition of the products as soon as they arrive, and, where necessary, lodge a complaint against the carrier.

In the event of missing, lost or damaged goods, the recipient must himself express all the reservations he/she deems useful, when the products are delivered, to the carrier in question :

*Immediately and in a definite manner record the nature and extent of the damage on the delivery note when the goods are received.

*Confirm the justified complaint to the carrier, at the latest within three days following receipt of the items transported, by means of a registered letter, required on pain of these rights lapsing by article L.133-3 of French commercial legislation.

These two conditions are indivisible and mandatory for calling the carrier’s responsibility into question. Any recipient complaining of partial loss or damage must record this fact at the time when the goods are delivered.

The company is released from its delivery obligation for all unforeseeable circumstances (complete or partial strikes, impairment, fire, etc.) and cases of force majeure.

On delivery, on the request of the carrier, the client may be required to provide proof of his/her identity. In the event that the Client should refuse to produce his/her identity card or in the case of discrepancies between the official document produced and the information gathered by HEDIARD SA, the company reserves the right to cancel the sale and to reimburse the cost of the products.

 

3.2. Delivery charges for products

On the date on which these Online General Conditions of Sale come into force, the delivery charges for orders not exceeding a total weight of seventy (70) kilograms (1)” are as follows:

(1) it being stipulated that for an order weighing more than 70 kg, the parties will need to discuss charges.

For same day despatch, orders must be placed before midday. Orders placed after midday will be despatched on the following day. The delivery time for France and Europe via UPS is 24 hours. No goods are despatched on public holidays.

The countries and departments to which we deliver are:

- Zone 1 : Eure, Eure-et-Loir, Loiret, Oise, Paris, Seine-Maritime, Seine-et-Marne, Yvelines, Essonne, Hauts de Seine, Seine-Saint-Denis, Val-de-Marne and Val-d’Oise.

- Zone 2 : Ain, Aisne, Allier, Alpes-de-Haute-Provence, Hautes-Alpes, Alpes-Maritimes, Ardèche, Ardennes, Ariège, Aube, Aude, Aveyron, Bouches-du-Rhône, Calvados, Cantal, Charente, Charente-Maritime, Cher, Corrèze, Corse Côte d’Or, Côtes-d’Armor, Creuse, Dordogne, Doubs, Drôme, Finistère, Gard, Haute-Garonne, Gers, Gironde, Hérault, Ille-et-Vilaine, Indre, Indre-et-Loire, Isère, Jura, Landes, Loir-et-Cher, Loire Haute-Loire, Loire-Atlantique, Lot, Lot-et-Garonne, Lozère, Maine-et-Loire, Manche, Marne, Haute-Marne, Mayenne, Meurthe-et-Moselle, Meuse, Morbihan, Moselle, Nièvre, Nord, Orne, Pas-de-Calais, Puy-de-Dôme, Pyrénées-Atlantiques, Hautes-Pyrénées, Pyrénées-Orientales, Bas-Rhin, Haut-Rhin, Rhône, Haute-Saône, Saône-et-Loire, Sarthe, Savoie, Haute-Savoie, Deux-Sèvres, Somme, Tarn, Tarn-et-Garonne, Var, Vaucluse, Vendée, Vienne, Haute-Vienne, Vosges, Yonne, Territoire de Belfort and the Principality of Monaco.

- Zone 3 : Germany, England, Belgium, Spain, Italy, Luxembourg and The Netherlands.

Should there not be anyone present to receive a delivery, UPS will make three attempts to deliver the parcel to the recipient. Each time they call, UPS will leave a card stating the time of the next delivery attempt. This time can be changed by the recipient by calling the number on the card. After three attempts, the recipient will be contacted directly by UPS to make arrangements for the parcel to be collected. Should no decision be made by the recipient, the parcel will be returned to the Vendor. No refunds will be given for undelivered parcels.

Despatching the same parcel again from the Vendor’s premises will be result in additional charges for the Purchaser.

Delivery times may be modified during holiday periods. HEDIARD SA may not be deemed liable for late deliveries during holiday periods.

The delivery times mentioned on orders are purely indicative and any possible delays do not entitle the Purchaser to cancel the sale, refuse the goods or claim compensation.

Deliveries are also automatically suspended by any event beyond the control of the Vendor and which result in late delivery.

The Purchaser must provide the Vendor with precise delivery information (door entry code, floor, possible days and hours for delivery, telephone number, etc.).

The Vendor may not be deemed liable and will not pay compensation in the event of a delay resulting from the provision of false or incorrect information by the Purchaser.

In the event that transport costs prove to be higher than those outlined above, the vendor undertakes to inform the Client of this prior to despatch in order to obtain his/her approval (or not).

ARTICLE 4 : PRICES

Orders are invoiced in Euros.

The prices applied are those in force on the day on which the order is confirmed. Prices are quoted in euros, including all taxes, unless stipulated otherwise on HEDIARD SA’s web site.

Due to exchange rate fluctuations, as well as changes in the costs of transport, materials, etc., these prices may be subject to change. The company HEDIARD SA therefore reserves the right to change its prices without prior notice.

Prices are quoted ex-the Colombes warehouse belonging to the company HEDIARD SA and do not include transport costs. Transport costs are specified in article 3 of these general conditions of sale.

When entering his/her order, it is the responsibility of the Client to add the cost of transport (including all taxes) and to then pay using a credit/debit card within the secure environment of the web site belonging to HEDIARD SA’s banking services provider.

Clients located outside mainland France must obtain information on import duties or taxes that may be applied to their orders and assume complete responsibility for both declaration and payment.

ARTICLE 5 : PAYMENT

Payment for orders may only be made by credit/debit card (CB, VISA, EUROCARD/ MASTERCARD, AMERICAN EXPRESS).

The Client’s bank account will only be debited when an order is despatched.

Unless he/she chooses to exercise his/her right to withdraw or cancel the order, as outlined in article 14 of these general conditions of sale, any Client having made a payment by credit/debit card may not cancel his/her order.

Proof of the order price appears on the purchase order, drawn up in an HTML format, which is stored in a secure manner on the server belonging to HEDIARD SA. The price defined in this way is fixed and final. The client receives a payment confirmation e-mail.

ARTICLE 6 : LATE PAYMENT – UNPAID AMOUNTS

For all late payments of invoices or bank account irregularities, the amounts due will bear interest at three (3) times the legal rate without the need for a formal notification; this clause does not affect in any way the due nature of the payment.

Any recovery by means of legal proceedings will automatically give rise, at the cost of the purchaser, to fixed compensation, by way of a penalty, of 15% of the value of invoices remaining unpaid on their due date, without prejudice to any claims that may be lodged by virtue of article 700 of the New Code of (French) Civil Procedure.

In the case of late payments or unpaid amounts, the company HEDIARD SA reserves the right to suspend all deliveries and to cancel all orders in progress.

ARTICLE 7 : CANCELLATION OF THE SALE

Should the Client fail to fulfil any one of his/her obligations, including specifically payment obligations, the company HEDIARD SA reserves the right to record the automatic cancellation of the sale and to resume ownership of the goods. Deposits and partial payments, which may have been paid by the Client, will be retained by the vendor in the form of initial compensation, without prejudice to any other compensation.

ARTICLE 8 : IMPOSSIBILITY OF FULFILLING ORDERS

All events, of whatever kind, beyond the control of HEDIARD SA, including unforeseen circumstances, force majeure, accidents/disasters, strikes, official rulings, transport stoppages that may delay, prevent or exorbitantly increase the cost of delivery, represent, by express agreement, grounds for suspending or terminating HEDIARD SA’s obligations in themselves, without compensation for the Client.

The company HEDIARD SA will inform its Clients, by all appropriate means, of the existence of such events.

ARTICLE 9 : RESERVATION OF TITLE CLAUSE

All sales are concluded with a reservation of title.

As a result, the transfer of ownership of the products sold to the purchaser is suspended until full payment of the price, pursuant to the provisions of article 2367 of French civil legislation and order no. 2006-346 of 23 March relating to securities.

Legal risk is borne by the purchaser as soon as products are delivered, subject to the reservation of title. As a result, the transfer of risk to the Purchaser takes place when goods are removed or despatched from the Colombes warehouse.

The purchaser alone assumes complete responsibility for all damage that the products may suffer or cause, for whatever reason, following delivery.

ARTICLE 10 : COMPLIANCE - GUARANTEE – LIABILITY

On receipt of his/her order, the Client must ensure that the products delivered comply fully with his/her order.

Should they fail to do so, the Client must inform HEDIARD SA of this at the following address: HEDIARD SA, Gifts Departement, 61/69 rue du Président Kennedy, F-92700 Colombes - FRANCE, by means of a registered letter with an acknowledgement of receipt within a maximum of seventy two (72) hours following receipt of the product or products in question.

HEDIARD products on the hediard.biz web site are subject to the following legal guarantee conditions:

As regards compliance, with the provisions of articles L. 211-4, L. 211-5 and L. 211-12 of French consumer legislation, provisions which only govern individual consumers and not businesses.

As regards hidden defects, with the provisions of Article 1641 of French civil legislation and Article 1648 paragraph 1 of French civil legislation. In the event that hidden defects are noticed by the Client, following an expert inspection of the product, the vendor may replace the goods with either the same or an equivalent product.

The position of HEDIARD SA’s distributor involves wines and spirits being subject to the issue of receipts and, as a result, HEDIARD SA is obliged to refuse returns of this type of product.

ARTICLE 11 : PRODUCTS – INFORMATION

The products displayed on the hediard.biz web site comply with current French legislation and the standards applicable in France. Should they fail to do so, offending products will be removed from the web site as rapidly as possible.

Each product displayed on the web site forms the subject of a data sheet which can be accessed by clicking on the photo of the product. This sheet details the fundamental characteristics of the product: its name/description, weight, photo and price. These details are designed to provide information for the Purchaser and are not exhaustive.

All photographs of or information on the products displayed are not contractually binding. HEDIARD SA may not be held liable for obvious discrepancies between the characteristics of products and their presentation on the hediard.biz web site.

The ranges of products and prices offered by the Vendor are valid for as long as they are visible on the web site, subject to available stock. The Vendor will not be liable for any shortage of stock or the unavailability of products.

Information regarding the availability of products is provided at the moment when an order is placed by the Purchaser. In exceptional cases, there may be errors or modifications, in particular in the event of orders for the same product being placed simultaneously by several Purchasers. In the event that a product should be unavailable after an order has been placed, the Vendor will inform the Purchaser of this by e-mail or phone, as soon as possible, and will propose several solutions :

either, to delay delivery until the product is in stock, where this is possible, or to order another product from the hediard.biz web site as a replacement, or to cancel the order. Should the Purchaser decide to cancel the order, a refund will be made at the latest 30 days after the payment date, if the bank account has already been debited.

The Vendor reserves the right to change the items appearing on the hediard.biz web site, at any time without prior notice.

ARTICLE 12 : RESELLING PRODUCTS

The resale of products with the HEDIARD brand and branded products belonging to HEDIARD is prohibited.

ARTICLE 13 : RIGHTS – THE BRAND IMAGE OF PRODUCTS

Whatever the format, all registered or unregistered items used on the hediard.biz web site, without this list being exhaustive: style guide, software, database, price quotes, photos, catalogues, images, sound, video and promotional or other literature, are the exclusive property of the company HEDIARD SA, on the one hand, and are protected by French intellectual property legislation, on the other.

Any use or reproduction whatsoever of these items is prohibited, without the prior written agreement of the Company HEDIARD SA.

The company intends to protect and control the use of its brand image by the Client where the latter uses the products sold under the terms of this contract.

The Client specifically undertakes not to refer to, use or reproduce on any media whatsoever the name of the company HEDIARD SA or the brands that the latter owns and/or which it markets, without express prior authorisation.

ARTICLE 14 : RIGHT TO WITHDRAW/CANCEL APPLICABLE SOLELY TO INDIVIDUALS – CONSUMERS – NON-PROFESSIONALS

Pursuant to the provisions of article L 121-20 of French consumer legislation: “The consumer has a period of seven (7) clear days within which to exercise his/her right to withdraw/cancel without needing to give his/her reasons or to pay any penalties, with the exception, where applicable, of the costs of returning goods. The consumer may derogate from this period in the event that he/she is unable to travel and where he/she simultaneously may need to make use of an immediate service that is necessary for his/her living conditions. In this case, he/she may continue to exercise his/her right to withdraw/cancel without needing to give his/her reasons or to pay any penalties.”

The Purchaser therefore has a withdrawal/cancellation period of seven (7) clear days from the day on which he/she receives the ordered products within which to return them, at his/her cost, to the following address: HEDIARD SA, Gifts Departement, 61/69 rue du Président Kennedy, F-92700 Colombes - FRANCE.

Should this period end on a Sunday, public or national holiday, it is extended until the next working day. Should the Purchaser exercise his/her right of withdrawal/cancellation, the Vendor undertakes to refund the amounts paid within a maximum of thirty (30) days following receipt of the returned products, by any means of payment. In response to a proposal from the Vendor, a Purchaser who has exercised his/her right of withdrawal/cancellation may nevertheless opt for another method of reimbursement.

The right to withdraw/cancel may not be applied to fresh and perishable products pursuant to the provisions of article L. 121-20-2 of French consumer legislation.

ARTICLE 15 : INFORMATION ON GATHERING PERSONAL DATA - CONFIDENTIALITY

The information requested from the Client, when entering his/her details on the web site, is needed by HEDIARD SA to process his/her order.

Information entered by the Client on the web site as part of his/her order and on any other documents exchanged within the framework of applying these Online General Conditions of Sale may form the subject of automated processing for the purpose of administrative and commercial management.

Pursuant to the law of 6 January 1978, the Client has a right to access, correct or remove information relating to him/her by sending a written request to HEDIARD SA, at the following address: HEDIARD SA, Gifts Departement, 61/69 rue du Président Kennedy, F-92700 Colombes - FRANCE.

hediard.biz.

ARTICLE 16 : PARTIAL INVALIDITY

Should one or more clauses of these Online General Conditions of Sale be regarded as invalid or be declared as such pursuant to the law, a decree or a ruling, or as the result of a definitive decision by the competent jurisdiction, the other clauses will retain all their force and scope.

ARTICLE 17 : COMMUNICATION – PROOF – NOTIFICATIONS

By express agreement between the parties, communication between them may be specifically undertaken by e-mail.

The parties will implement all the necessary security measures enabling them to guarantee the availability, integrity and confidentiality of data exchanged via the internet.

They will also simultaneously implement all the necessary measures, including properly updated and correctly parameterised firewalls and anti-virus programs, to protect themselves as effectively as possible against intrusions, attacks and the spread of viruses in order to guarantee the availability, integrity and confidentiality of information received.

 

The parties will save, in the most appropriate and secure manner possible, all messages sent in relation to the subject of this contract.

ARTICLE 18 : SAVING AND ARCHIVING ORDERS

Pursuant to the provisions of article 1348 of French civil legislation, purchase orders and invoices will be archived on a reliable and durable media.

ARTICLE 19 : DISPUTES – ALLOCATION OF JURISDICTION :

This contract is governed by French law.

Any dispute arising from the interpretation and/or performance of the contract will result in an attempt to settle matters amicably between the parties. In the event that an amicable agreement cannot be reached, the dispute will be submitted, by either party, to the competent legal jurisdiction.

1- The only competent jurisdiction, in the case of a dispute of any kind or difference of opinion relating to the composition or implementation of an order, are the courts governing the company’s registered office.

2- The acceptance of settlements on the part of the company does not imply any novation or derogation from this allocation of jurisdiction.

3- No clause to the contrary on the part of the purchaser may derogate from this clause.

 

 

 

Legal notices :

Identity of the author of the web site: HEDIARD, a limited company with capital of €350,000

Siret no.: 612 051 920 00074 – Trade Sector Code 521B -

Paris Trade & Companies Register B 612 051 920

Registered office: 21, place de la Madeleine, F-75008 Paris, France

Intra-community VAT no.: FR 92 612 051 920

Administrative Offices: 61/69 avenue du Président Kennedy – F-92700 Colombes, France

Tel: 33 (0)1 46 52 22 22 – Fax: 33 (0)1 42 42 30 46

Warehouse: 61/69 avenue du Président Kennedy – F-92700 Colombes, France