Section 1 - General The current General Terms and Conditions of Sales apply to all orders placed with JB VIANDE (hereafter called « Seller ») by their customers (hereafter called « Customer(s) ») and this, notwithstanding all clauses or contrary conditions arising from the Customer. Therefore, all orders placed with JB VIANDE necessarily implies as fundamental and decisive conditions, the total acceptance without any reservations by the Customer of the General Terms and Conditions of Sales herein. All contrary conditions, notably, all general or special conditions arising from the Customer, including all of his potential sales conditions and purchase orders, are therefore ineffective against JB VIANDE, exception made of prior written acceptance. The fact of not exercising a right at a given time of any of the current General Terms and Conditions of Sale cannot be interpreted by the Customer as abandonment by JB VIANDE to exercise subsequently any right to any of the said conditions herein. The current General Terms and Conditions of Sale can by modified at any time, agreement made that all potential modifications will be notified to the Customer by simple letter or fax within a period of one month prior to their implementation. Section 2 - Orders Orders are submitted to JB VIANDE’s head office, at the following address: Bellevue 62650 HERLY - France Tél. : (+33) 3 21 86 52 17 ou (+33) 3 21 228 220 Fax. : (+33) 3 21 81 67 50 ou (+33) 3 21 228 221 commande@jbviande.com, using any conventional methods (mail, telephone, fax, email, etc.) and becomes definite only after acceptance by JB VIANDE. This acceptance results from either a confirmation of the order by fax or email or by actual delivery of the ordered products. It can be total of partial, without any binding liability in that capacity on JB VIANDE. JB VIANDE reserves the right to claim a down payment equivalent to 30% of the Customer’s order, to be accounted on the total amount charged for the order. For this purpose, JB VIANDE will submit to the Customer a pro forma invoice indicating the amount of the account. The order will be considered firm and definite upon receipt by JB VIANDE of the amount of the account. JB VIANDE reserves the right to refuse orders in the event of any breach by the Customer towards his obligations and, more generally, to refuse any order presenting an abnormal nature for whatever reason, or placed without sincerity. It is furthermore reminded that JB VIANDE can be under the legal obligation to refuse certain orders, in accordance with sanitary regulations in effect (cf. notably Arr. 17.03.1992, modified by Arr. 02.10.2001).. LModification or cancellation of an order placed by a Customer can only be considered if it was received in writing before the shipment of products. In any case, potential down payments will not be reimbursed. Section 3 - Deliveries Liability for risks (damages caused or suffered) regarding the goods, and notably its perfect preservation is transferred to the Customer upon delivery or when taken over by him and this, notwithstanding the provisions specified in Section 7 regarding the Reservation of Title clause. The deadlines for delivery are given for information purposes only. Therefore, potential delays cannot give rise to any indemnity or deduction, or lead to the cancellation of the order and this, notwithstanding any clause to the contrary specified in potential terms and conditions of sale of the Customer « In the event of delays in delivery JB VIANDE’s liability will not exceed 30% of the net duty free amount of the order in question ». Furthermore, JB VIANDE is totally discharged of his responsibility to deliver in the event of an act of God as defined in Section 5 hereafter. Under these circumstances JB VIANDE will keep the buyer informed, in due time, of the above-mentioned events. If such an occurrence arises, delivery within deadlines can only be respected if the buyer’s obligations are up to date towards JB VIANDE for whatever the reason. In accordance with provisions of Article L.133-3 of the Commercial Code, the Customer will be under the duty to, if he notices losses or damages, either express precise reserves on the delivery order and submit his claims with acknowledgement of receipt by registered letter within three days, exclusive of legal holidays, following the receipt of products or formulate a request for an expert evaluation within the same delay pursuant to the provisions of Article L.133-4 of the Commercial Code. In the event that the Customer notices lack of compliance, and unless the latter renders the goods unfit for consumption, human or animal, or for whatever other uses, in compliance with sanitary regulations, products delivered must imperatively be made available to JB VIANDE, in respect to preservation regulations. Section 4 - Warranty The Customer must, in the event of a hidden defect affecting products, inform JB VIANDE by registered letter with acknowledgement of receipt within 48 hours following the discovery of the hidden defect. Furthermore, the Customer will inform JB VIANDE, within the same delay, of all non compliant defects observed, and this with accompanying documents and labelling. Failing to do so, the Customer will be presumed having renounced all actions against JB VIANDE. It is the buyer’s responsibility to provide all justifications regarding the existence of defects or abnormalities observed. Furthermore, he must allow JB VIANDE all access to proceed with the recognition of these defects. If the defects or abnormalities are proven, the Customer can obtain reimbursement of products according to the choice of JB VIANDE, exclusive of all indemnities or damages and this, notwithstanding any clauses to the contrary specified in potential general terms and conditions of sale of the Customer. The liability of JB VIANDE is not binding (i) if the products are transported in abnormal or incompatible conditions in respect to their nature (hygiene, temperature, etc.), if an independent carrier of JB VIANDE is used, (ii) in the event that the sold products are stored in abnormal or incompatible conditions in respect to their nature. Furthermore, the respect of the consumption date limit is incumbent on the Customer who has the sole responsibility of management of his stock turnover. Furthermore, JB VIANDE’s liability is discharged in the event of non respect by the Customer of the regulations in effect for the market of food products generally and specifically meat (respect by the Customer of D.L.V., D.L.C., D.L.U.O., responsibilities regarding tracking of products, respect of the cold chain , etc.). Notably, JB VIANDE’s liability is discharged in regard to the distribution of outdated or deteriorated products. Section 5 – Exemption of Liability in the Event of Acts of God The obligations of JB VIANDE are rightfully suspended without formality and discharged of liability in the event of occurrences of, notably, without limitations to this list: work stoppage, lock-out, flooding, fire, epidemics, lack of raw material, production or transport obstruction unaccountable to JB VIANDE whatever the origin, total or partial outage of supply, equipment break down in the establishments of JB VIANDE, his suppliers or subcontractors, war, riots, rebellions, social unrest, strikes or factory closure and more generally any circumstances preventing JB VIANDE from fulfilling their obligations under normal conditions. In this case, JB VIANDE will take all necessary actions to resume, as soon as possible, the fulfillment of their obligations. In the event that stoppage continues beyond a period of seven days, the other party will have the possibility to cancel the current order. Section 6 - Packaging The products are presented to the Customer as carcasses or standard pallets. Packaging, pallets or various returnable supports deposited with products remain JB VIANDE’s property. They must be returned to JB VIANDE clean and in good condition. In the event of loss or damages, they will be invoiced in accordance with their replacement cost. Section 7 – Reservation of Title The products sold remain the property of JB VIANDE until full payment of orders. In this respect, does not constitute a payment according to the sense of the current clause, a bill of exchange, a bank or postal check or any other title creating an obligation of payment. Payment will not be considered complete until actual receipt of the price by JB VIANDE. Notwithstanding the current clause of Reservation of Title, all risks pertaining to products sold are the Customer’s charge upon acceptance at the moment of delivery of the said products. If products, subject to Reservation of Title, are resold by the Customer, the accounts receivable of JB VIANDE will be automatically transferred to the accounts receivable of the price of the products sold in this manner to the Customer. The Customer cedes at the present moment to JB VIANDE all accounts receivable stemming from the resale of unpaid products under Reservation of Title. In the event of turnaround or winding-up by decision of the court of the Customer, the products will be claimed, in compliance with legal provisions and/or regulations in effect. In the case of recovery of products, for total or partial non payment, the products in inventory will be considered corresponding to unpaid debts. In compliance with Articles 121 and 153-4 of the Law dated January 25th (respectively codified under Articles L.621-122 and L.622-14 of the Commercial Code), notwithstanding any clause to the contrary, the current clause of Reservation of Title is opposable to the Customer. JB VIANDE is already authorized by the Customer who accepts to draw up an inventory and/or sequester all unpaid products in his possession. All previously paid down payments will remain, in their totality, the property of JB VIANDE as a penalty clause. The Customer will thus be held solely liable for all risks of damages, losses, partial or total destruction, whatever the cause of the damage, even if it is the result of an unintentional act or act of God. The Customer will consequently insure the products under Reservation of Title, indicating in the insurance policy that all indemnity will be paid directly to JB VIANDE and submit to JB VIANDE, at his request, all proof of taking out of insurance. The Customer is under the obligation to inform third parties, notably in the event of seizure, due to the fact that products under the Reservation of Title clause belong to JB VIANDE, and immediately inform JB VIANDE of all seizure or any other similar procedures. Section 8 - Conditions of Payment Products will be invoiced according to the prices in effect on the date of delivery. Agreed upon that it is duty free, departing from the Customer’s French registered address, this being specified on a case by case basis. All income taxes, taxes, rights or other allowances to be paid according to enforcement of regulations in effect are the Customer’s charge. Invoices are payable at the following address: JB VIANDE Comptabilité Clients Bellevue 62650 HERLY - France They can be paid by check, transfers, accepted bills of exchange or promissory note, twenty days after the date of receipt of the invoice. Trade bills must be returned to JB VIANDE with a seal of acceptance of the Customer within eight days of delivery. La simple remise d’un effet de commerce ou d’un chèque impliquant une obligation de payer ne constitue pas un paiement au sens du présent article. The simple delivery of a trade bill or a check implies an obligation of payment and does not constitute a payment as stipulated in the current section. Prior acceptance of a bill of exchange or promissory note does not in any way constitute a dispensation from the delay of payment aforementioned. Only payment on the agreed due date is considered a discharge. In compliance with the provisions specified under Articles L.441-3 and L.441-6 of the Commercial Code, any default by the Customer, total or partial, of his obligations of payment or all delays, will lead to rightful enforceability of a penalty of an amount equal to one and a half of the legal interest rate in effect on the due date. Interests will begin to accrue on the date of payment stipulated on the invoice and will continue to accrue until full payment of the amounts due to JB VIANDE. The beginning of a month constitutes a full month and requires integral payment for that month. JB VIANDE can rightfully impute the said delay penalties on all price reductions due to the Customer. Failure to pay, even partially, on even one agreed due date for whatever deliveries, gives JB VIANDE the possibility of requesting immediate payability of the total of the sums due by the Customer whatever the reason. In the event of payment by bill of exchange, failing to return the bill will be considered a refusal of acceptance assimilated to a default of payment. No payment can be subject to compensation on the sole initiative of the Customer, the prior written agreement of JB VIANDE being essential and this, whatever potential contrary provisions that can appear in the terms and conditions of sale of the Customer. In the event of recurring insolvency, payment beyond the due date, turnaround or winding-up by decision of the court, JB VIANDE can, subject to the imperative provisions of Article L.621-28 of the Commercial Code rightfully cancel the totality of the contract upon simple notice given to the Customer by registered letter with acknowledgement of receipt, without any other requirement and without prejudice to exercise all his other rights. All aggravation of the Customer’s credit can, at any time, justify, due to the risks incurred, establishment of a credit overdraft potentially authorized to the Customer, request of certain deadlines for payment, cash settlement of current and upcoming orders and certain guarantees. It would be notably the case if a disposal, lease management, collateral security, or a contribution of his commercial capital or some of its elements or again a change in the control or structure of his company or its manager, which are likely to produce an adverse effect on the Customer’s credit. Section 9 - Returns No return of products will be accepted without prior written agreement by JB VIANDE. The costs of transport incurred for returned products will remain the Customer’s charge, except in the event of proven non compliance. Section 10 – Supplementary General Conditions JB VIANDE can allow Supplementary General Terms and Conditions of Sale, derogating from the current General Terms and Conditions of Sales to its Customers, as long as these supplementary conditions are justified by actual consideration, of which the existence, at least anticipated, must be previously proven by Customers. These supplementary conditions will give way to the drawing up of a punctual or annual agreement complementary to the current General Terms and Conditions of Sale. Section 11 - Exclusion of all Penalties No penalties will be accepted by JB VIANDE, except for prior written agreement of the latter and this, whatever the reason for the penalty. Section 12 – Enforceable Rights – Assignment of Jurisdiction The whole of contractual relationships between JB VIANDE and the Customer originating from the enforcement of the current General Terms and Conditions of Sale, and potential supplementary agreements that could be contracted, and all resulting disputes, whatever the cause, will be subject in all respects to French law. The parties agree to make all efforts to resolve issues amicably regarding disagreements likely to result in interpretation, execution or suspension of commercial relationships between JB VIANDE and the Customer. All dispute originating from the execution of contractual relationships established between JB VIANDE and the Customer, as well as the consequent actions, will be submitted to the jurisdiction of competent French courts of Boulogne sur Mer (62), notwithstanding any incidental claim or introduction of third parties, or in the event of multiple defendants. This clause of Assignment of Jurisdiction, will apply even in the event of referral. JB VIANDE will dispose nonetheless of the right to refer to another competent jurisdiction, in particular that of the head office of the Customer or in the location where the products were delivered. Trade bills or acceptance of settlement will not give way to novation or derogation of the current clause. Section 13 – Effective Date The current General Terms and Conditions of Sale are effective starting 01/02/2004. They cancel and replace those previously established on the date of introduction of the current Conditions. The current General Terms and Conditions of Sales apply to all orders placed with JB VIANDE (hereafter called « Seller ») by their customers (hereafter called « Customer(s) ») and this, notwithstanding all clauses or contrary conditions arising from the Customer. Therefore, all orders placed with JB VIANDE necessarily implies as fundamental and decisive conditions, the total acceptance without any reservations by the Customer of the General Terms and Conditions of Sales herein. All conditions to the contrary, notably, all general of particular arising from the Customer, including potential conditions of sales and purchase orders, are consequently unopposable to JB VIANDE, exception made of prior and written acceptance. The fact of not exercising a right at a given time of any of the current General Terms and Conditions of Sale cannot be interpreted by the Customer as abandonment by JB VIANDE to exercise any right to any of the said conditions herein. The current General Terms and Conditions of Sale can by modified at any time, agreement made that all potential modifications will be notified to the Customer by simple letter or fax within a period of one month prior to their implementation.