General terms and conditions of sale

Effective date: 01/01/2026

ARTICLE 1 – Scope 

These general terms and conditions of sale constitute, in accordance with Article L 441‑6 of the French Commercial Code, the single framework governing the commercial relationship between the parties. They define the conditions under which Compagnie des Eaux d’Ardèche, a simplified joint‑stock company (SAS) with share capital of €10,000, registered with the Trade and Companies Register (RCS) of Aubenas under number 978382448, with registered office in Privas (07000) at 18 Cour de l’Esplanade (the “Supplier”), supplies products to professional buyers (the “Buyer(s)”) who request them, via the Supplier’s website, by direct contact, or via a paper medium.

They apply without restriction or reservation to all sales concluded by the Supplier with Buyers of the same category, regardless of any clauses that may appear in the Buyer’s documents, including its general purchasing conditions. In accordance with applicable regulations, these General Terms and Conditions of Sale are systematically communicated to any Buyer who requests them, in order to enable the Buyer to place orders with the Supplier. They are also communicated to any distributor prior to the conclusion of a “single agreement” referred to in Article L 441‑7 of the French Commercial Code, within the legal time limits.

Any order of Products implies the Buyer’s acceptance of these General Terms and Conditions of Sale. Information contained in the Supplier’s catalogs, brochures, and price lists is provided for information purposes only and may be revised at any time. The Supplier is entitled to make any modifications it deems useful. 

1.1 Validity period

These terms remain in force until December 31, 2026. They are communicated without delay to any Buyer who requests them.

1.2 Specific terms of sale

In accordance with applicable regulations, the Supplier reserves the right to deviate from certain clauses of these General Terms and Conditions of Sale depending on negotiations conducted with the Buyer, by establishing specific terms of sale.

1.3 Differentiated general terms and conditions of sale

The Supplier may also establish category‑specific General Terms and Conditions of Sale that derogate from these terms, depending on the type of clientele determined based on objective criteria. In this case, the category‑specific terms apply to all operators meeting those criteria.

ARTICLE 2 – Orders

Prices — 2‑1 Procedures

Sales are deemed final only after the Supplier’s express acceptance of the Buyer’s order, in writing, after verifying the availability of the requested products, as evidenced by confirmation of the purchase order. Orders must be confirmed in writing using a purchase order duly signed by the Buyer. The Supplier provides electronic ordering (including acceptance and confirmation) means (comptabilite@sourcesdupestrin.fr) enabling the Buyer to order products under the best conditions of convenience and speed.

2.1.1 Order processing and acceptance

Order processing and acceptance are confirmed by email. Data recorded in the Supplier’s IT system constitute proof of all transactions concluded with the Buyer.

2.1.2 Prices

Products are supplied at the prices set out in the Supplier’s price schedule and, where applicable, in the commercial proposal sent to the Buyer. Prices are firm and non‑revisable during their period of validity. Products are supplied at the Supplier’s prices in effect on the day the order is placed and, where applicable, in the specific commercial proposal addressed to the Buyer. These prices are net and exclusive of tax, ex‑works, and packaging is additional. They do not include transportation, any customs duties, or insurance, which remain the Buyer’s responsibility.

2‑2 Changes requested by the Buyer

Any changes requested by the Buyer may be taken into account, within the limits of the Supplier’s capabilities and at its sole discretion, only if notified in writing at least thirty (30) days before the scheduled delivery date of the ordered Products, after the Buyer signs a specific purchase order and the price is adjusted if necessary.

2‑3 Order cancellation by the Buyer

2.3.1 If a deposit is paid at the time of order

If the Buyer cancels the order after acceptance by the Supplier less than thirty (30) days before the scheduled supply date, for any reason other than force majeure, the deposit paid (as defined in the “Deliveries” article) is automatically retained by the Supplier and is non‑refundable.

2.3.2 If no deposit is paid at the time of order

If the Buyer cancels the order after acceptance by the Supplier less than thirty (30) days before the scheduled supply date, for any reason other than force majeure, an amount equal to 30% of the total price excluding tax of the Services is owed to the Supplier and invoiced to the Client as damages to compensate the loss suffered. 

ARTICLE 3 – Payment Terms  

3.1 Payment upon delivery

The price is payable in cash, in full on the day of delivery of the Products, as defined in the “Deliveries” article below and as indicated on the invoice issued to the Client, by secure payment according to the following methods:

– bank check
– bank transfer
– LCR
– LCI payable net 30 days.

If payment is by bank check, it must be issued by a bank domiciled in metropolitan France or Monaco. The check is deposited upon receipt. Payment data are exchanged in encrypted mode. Payments made by the Client are considered final only after effective collection of the amounts due by the Seller. The Supplier is not required to deliver the ordered products if the Buyer does not pay the price under the conditions and methods indicated above.

3.2 Late payment penalties

In the event of late payment beyond the above deadline and after the payment date indicated on the invoice, late penalties calculated at an annual rate of 5% of the invoice amount are automatically and by right owed to the Supplier, without any formality or prior notice.

3.3 Non‑compliance with payment terms

In the event of non‑compliance with the payment terms, the Supplier further reserves the right to suspend or cancel delivery of ongoing orders, suspend performance of its obligations, or reduce/cancel any discounts granted. Unless expressly agreed in advance and in writing by the Supplier, and provided reciprocal claims are certain, liquid, and due, no set‑off may be validly made between any penalties for late delivery or non‑conformity and sums owed by the Buyer for purchase of the products. In addition, a fixed indemnity for recovery costs in the amount of €40 is automatically due by the Buyer in the event of late payment. The Supplier reserves the right to request additional compensation if recovery costs actually incurred exceed this amount, upon presentation of supporting documents.

3.4 Retention of title

The Supplier retains ownership of the sold products until full payment of the price by the Buyer, allowing it to repossess the products. Any deposit paid by the Buyer remains retained by the Supplier as a fixed indemnity, without prejudice to any other action it may bring against the Buyer. Risk of loss and deterioration transfers to the Buyer upon delivery of the ordered products. The Buyer therefore undertakes to insure the ordered products at its own expense, for the Supplier’s benefit, by appropriate insurance until full transfer of ownership, and to provide proof at delivery. Failing this, the Supplier may postpone delivery until such proof is provided.

ARTICLE 4 – Deliveries  

4.1 Delivery times

Products purchased by the Buyer will be delivered within a timeframe agreed between the parties. This timeframe is not a strict deadline and the Supplier shall not incur liability for a delivery delay not exceeding thirty (30) days. In the event of a delay exceeding 30 days, the Buyer may request cancellation of the sale, and any deposits already paid will be refunded by the Supplier. The Supplier’s liability may not be incurred in the event of delay or suspension attributable to the Buyer or in the event of force majeure.

4.2 Place of delivery

Delivery will take place at the Meyras bottling plant (07380), 2742 Route de la Fontaulière, either:

– by direct handover of the Products to the Buyer;
– by notice of availability;
– or by delivery at the Supplier’s premises to a shipper or carrier, the Products traveling at the Buyer’s risk and peril, in accordance with the parties’ agreement as stated on the purchase order.

4.3 Change of location

Delivery and handover may occur at any other location designated by the Buyer, subject to 15 days’ notice and within 30 days, at the Buyer’s exclusive expense. Likewise, if the Buyer requests specific packaging or transport conditions accepted in writing by the Supplier, related costs will be invoiced as an additional charge.

In the absence of a contractual delivery period, the Supplier must deliver within a reasonable time and inform the Buyer of any delay. If the place of delivery is not specified, it is the place where the goods are located at the time of contract conclusion.

The Buyer must check the apparent condition of the Products upon delivery. In the absence of express reservations made by the Buyer upon delivery, Products delivered are deemed compliant in quantity and quality with the order. The Buyer has ten (10) days from delivery and receipt to notify such reservations in writing to the Supplier. No complaint may be validly accepted if these formalities are not observed. The Supplier will replace, as soon as possible and at its expense, delivered Products whose non‑conformity has been duly proven by the Buyer.

ARTICLE 5 – Transfer of Ownership – Transfer of Risks

5‑1 Transfer of ownership

Transfer of ownership of the Products to the Buyer occurs upon acceptance of the purchase order by the Supplier, evidencing agreement on the item and the price, regardless of payment or delivery date.

5‑2 Transfer of risks Risk of loss and deterioration transfers to the Buyer concurrently with transfer of ownership, i.e., upon acceptance of the purchase order by the Supplier, regardless of payment or delivery date. The Buyer acknowledges that delivery is performed by the carrier, and the Supplier is deemed to have fulfilled its delivery obligation once it has handed the ordered products to the carrier, which accepted them without reservation. The Buyer therefore has no warranty claim against the Supplier in the event of non‑delivery or damage occurring during transport or unloading.

ARTICLE 6 – Supplier Liability – Warranty  

Products delivered by the Supplier benefit from a contractual warranty of fifteen (15) days from the delivery date, covering non‑conformity with the order and any hidden defects resulting from a material, design, or manufacturing defect affecting delivered products and rendering them unfit for use. The warranty is inseparable from the product sold by the Supplier. The product may not be sold or resold altered, transformed, or modified. This warranty is limited to replacement or refund of non‑conforming products or products affected by a defect.

Any warranty is excluded in the event of improper use, negligence, or lack of maintenance by the Buyer, as well as normal wear and tear or force majeure. To assert its rights, the Buyer must, under penalty of forfeiture, inform the Supplier in writing of the existence of defects within a maximum of fifteen (15) days of their discovery. The Supplier will replace defective Products under warranty. This warranty also covers labor costs. Replacement does not extend the warranty period. The warranty does not apply if Products have been used abnormally or under conditions different from those for which they were manufactured, nor in the event of deterioration or accident due to shock, fall, negligence, lack of supervision or maintenance, or transformation of the product. 

ARTICLE 7 – Intellectual Property  

The Supplier retains all industrial and intellectual property rights relating to the Products, photos, and technical documentation, which may not be communicated or executed without its written authorization.  

ARTICLE 8 – Hardship (Imprévision)  

These General Terms and Conditions of Sale expressly exclude the statutory hardship regime provided for in Article 1195 of the French Civil Code for all sales operations. The Supplier and the Buyer each waive the right to rely on Article 1195 and undertake to perform their obligations even if the contractual balance is disrupted by unforeseeable circumstances at the time of sale conclusion, even if performance becomes excessively onerous, and to bear all resulting economic and financial consequences.  

ARTICLE 9 – Specific Performance  

In the event of a breach by either party of its obligations, the non‑defaulting party may request specific performance of obligations arising under these terms. By derogation from Article 1221 of the French Civil Code, the creditor may pursue specific performance after a simple formal notice sent by registered letter with acknowledgement of receipt that remains unsuccessful, regardless of circumstances and even if there is a manifest disproportion between the cost for the debtor and the benefit for the creditor.

It is recalled that, in the event of breach, the non‑defaulting party may, pursuant to Article 1222 of the French Civil Code, thirty (30) days after an unsuccessful notice to perform, have the obligation performed by a third party at the defaulting party’s expense, provided the cost is reasonable and consistent with market practice, without judicial authorization, and may also request that the defaulting party advance the sums necessary for this performance.

The non‑defaulting party may also request termination of the contract under the terms set out in the “Termination of the contract” article. 

ARTICLE 10 – Non‑performance Defense  

Pursuant to Article 1219 of the French Civil Code, either party may refuse to perform its obligation, even if due, if the other party fails to perform and if such failure is sufficiently serious, meaning it is likely to call into question continuation of the contract or fundamentally disrupt its economic balance. Suspension takes effect immediately upon receipt by the defaulting party of a notice describing the breach and stating the intent to rely on the non‑performance defense until the breach is remedied, sent by registered letter with acknowledgement of receipt or any durable written medium evidencing dispatch.

This defense may also be used preventively pursuant to Article 1220 of the French Civil Code if it is clear that a party will not perform when due and the consequences are sufficiently serious for the other party. This option is used at the initiating party’s risk. Suspension takes effect immediately upon receipt by the presumed defaulting party of notice of intent to rely on the preventive defense until performance occurs, sent by registered letter with acknowledgement of receipt or any durable written medium evidencing dispatch.

ARTICLE 11 – Force Majeure  

The parties shall not be liable if non‑performance or delay in performance of any of their obligations results from a force majeure event within the meaning of Article 1218 of the French Civil Code. During suspension, the parties agree that costs generated by the situation shall be borne by the prevented party.  

ARTICLE 12 – Termination of the Contract 

12.1 Termination for excessive revised price

Termination for excessive revised price may occur only thirty (30) days after a notice stating intent to apply this clause is sent by registered letter with acknowledgement of receipt or by bailiff’s act. No indemnity for early termination applies in this scenario.

12.2 Termination for hardship

Termination due to impossibility of performing an obligation that has become excessively onerous may occur only thirty (30) days after a notice stating intent to apply this clause is sent by registered letter with acknowledgement of receipt or by bailiff’s act.

12.3 Termination for sufficiently serious breach

The non‑defaulting party may notify termination for breach by registered letter with acknowledgement of receipt to the defaulting party, thirty (30) days after an unsuccessful notice to perform, pursuant to Article 1224 of the French Civil Code.

12.4 Termination for force majeure

Termination as of right for force majeure may occur only thirty (30) days after a notice is sent by registered letter with acknowledgement of receipt or by bailiff’s act. It is expressly agreed that the parties may terminate the contract as of right, without summons or formalities.

12.5 Termination for breach of obligations

In the event of breach by either party of the following obligations:

– non‑payment at due date of ordered services by the Client;
– obligations referred to in the articles of this contract,

the contract may be terminated at the discretion of the injured party. It is expressly understood that termination for breach occurs as of right, the formal notice resulting solely from the non‑performance of the obligation, without summons or additional formalities.

12.6 Common provisions for termination cases It is expressly agreed that the debtor of a payment obligation under this agreement is validly put in default by the mere due date, pursuant to Article 1344 of the French Civil Code. In any event, the injured party may seek damages in court.

ARTICLE 13 – Disputes  

In accordance with Article 1530 of the French Code of Civil Procedure, in the event of difficulties regarding performance, interpretation, or termination of the contract, the parties undertake, prior to any litigation, to seek together an amicable solution. The initiating party will send its grievances to the other by registered letter with acknowledgement of receipt to implement this conciliation clause. The parties agree to meet within thirty (30) days of receipt of the letter. They may meet at a mutually agreed location, at a conciliation center, or by conference call. The parties may be assisted by counsel. Managers, president, or director may participate in the conciliation process. Pursuant to Article 1540 of the Code of Civil Procedure, if an agreement is reached it is recorded in writing and signed by both parties. The conciliation is drafted in French; if translated, only the French text prevails in the event of dispute. If conciliation fails, the parties may bring legal action. Fees, disbursements, counsel fees, and conciliation costs are shared equally.  

ARTICLE 14 – Jurisdiction  

All disputes arising from this contract and related agreements, regarding validity, interpretation, performance, termination, consequences, and follow‑ups, are submitted to the court of Aubenas. 

ARTICLE 15 – Applicable Law — Contract Language  

By express agreement between the parties, these General Terms and Conditions of Sale and all purchase and sale operations arising from them are governed by French law. They are drafted in French. If translated, only the French text prevails in the event of dispute.

ARTICLE 16 – Buyer Acceptance 

These General Terms and Conditions of Sale, as well as the attached price lists and discount/rebate schedules, are expressly approved and accepted by the Buyer, who declares having full knowledge of them and waives the right to rely on any contradictory document, including its own general purchasing conditions.