TERMS & CONDITIONS


1.    Scope – Purpose of the terms and conditions

The present general terms and conditions of sale (hereinafter referred to as the “Terms”) govern the contractual relations between Repertoire Culinaire Hong Kong Limited, having its registered address located at Flat/RM B4(06), 15/F Fortune Factory Building, 40 Lee Chung Street,  Hong Kong, registered under number 60014322 (hereinafter referred as the “Seller”) and its client (hereinafter referred as the “Buyer”) (collectively referred as the “Parties”).

The Terms stated below shall prevail over any other terms and conditions in any other document, including the Buyer’s general terms and conditions of purchase. 
These Terms shall prevail to the extent of any inconsistency with any other document or agreement between the Buyer and the Seller.

2.    Enforcement of standard terms and conditions

The Terms are accessible or sent to the Buyer to enable him to place an order. The Terms in force are those applicable on the date the order is complete.

The Buyer is deemed to have exclusively accepted and to be immediately bound by these Terms if the Buyer places an order. Any order placed by the Buyer for products distributed by the Seller entail acceptance without reserve of the present Terms which are binding on the Seller and the Buyer.

If any provision of these Terms shall be held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law and shall not be affected, prejudiced, or impaired.

3.    Orders placement

3.1    Orders placement

Orders shall be placed by the Buyer (i) by e-mail or phone directly with the Seller’s representatives or (ii) via the website https://order.repertoire.hk when available and accessible in the country where the order is placed. 

The catalogue does not constitute a binding offer but an invitation to place an order exclusively.  The price, the shipping and delivery terms are fixed in the provisions below. 

The Seller is bound only when he sent to the Buyer the order confirmation, within the limits of available stocks, and the Sale invoice so that the order is complete.
In case (ii), to proceed with the purchase, the Buyer must create an account on the online platform https://order.repertoire.hk. The price, the shipping and delivery terms fixed in the provisions below are displayed on the website and constitute a binding offer from the Seller within the limits of available stocks. Upon confirmation of the order by the Buyer on the dedicated button, the order is complete. The Seller sends the Buyer an order confirmation and the Sale invoice that can be fit upon the stock available. 

If the Buyer places an order with the Seller without having paid one or more invoices previously issued and overdue to the Seller, the Seller reserves the right to refuse to register and fulfil the order , without the Buyer being able to claim any compensation, for any reason whatsoever. The Seller notifies the Buyer of his decision. 

3.2   Minimum order value 

The Seller reserves the right to set a minimum order value. Seller may, at its sole discretion, set a fee for all orders below the defined minimum order value. 

3.3    Stock availability

The Seller executes the orders within the limits of the available stocks.

The Seller cannot guarantee the availability of all the products at the same time. In the event of a shortage of one of the products ordered, the Seller reserves the right to replace the missing product at any time with another equivalent product after agreement with the Buyer, without giving rise to the payment of any compensation whatsoever.

3.4    Modification – Cancelation  

No complete order can be modified or cancelled without Seller's prior written consent. The request must be received by the Seller before shipment of the products and may result in additional delivery time. 

Given the perishable nature of the products, in case of modification or cancelation accepted by the Seller, the Seller reserves the right to charge the Buyer a fee.

The Seller also reserves the right, without the Buyer being able to claim any compensation, to cancel a finalized order, if he notifies the Buyer within a reasonable time before delivery, for any reason whatsoever, independent of his will, as a product supply problem, a problem concerning the order received or a problem relating to the delivery. If the Sale Invoice has been paid for such an order, it will be refunded.  

4.    Price 

The prices of the products are in local currency, HKD, excluding taxes and delivery fees (the “Price”). 

Taxes, duties, or other services to be paid under the regulations in force are charged to the Buyer and are features mentioned on separate lines on the invoices.The delivery fees are determined according to the provisions set in Article 5 of the Terms.

The Price charged is at the rate in effect on the date of the order of the products. The Price is the one agreed upon in writing between the Parties which is included on Sale Invoice. 

The Price can be revised at the Seller’s sole discretion at any time without a period of prior notice. Any order placed by the Buyer after the revision will be applied to the new rate.

5.    Shipping and delivery terms  

The shipping and the delivery are carried out by the Seller.

5.1    Shipments 

Shipments are made according to the order of arrival of orders, the geographical distance of the Buyer, and subject to the availability of products.

5.2    Delivery fees and packaging fees

The Seller shall have the discretion to determine the party responsible for bearing the delivery and packaging fees based on the volume of the order.

Prior to the completion of the order, the Seller shall communicate the applicable fees to the Buyer by any suitable means of communication.

5.3    Delivery

The Seller is authorized to make deliveries in whole or in part.

Usual delivery times are given for information purposes only and are subject to the Seller's supply and transport possibilities. Delivery delays shall not give rise to flat-rate penalties, compensation, cancellation of orders, refusal of delivery, or withholding of payment of invoices unless previously agreed with the Seller. In the event of Force Majeure as defined in point 11, or of any event beyond the control of the Seller, the delivery times indicated to the Buyer are automatically suspended.

The products are delivered by the Seller at the address agreed between the Parties. The Buyer carries out the unloading of the products with all due care. 

The Buyer declares he has the logistical, technical, human, and organizational means to guarantee the receipt and storage of the products delivered particularly regarding their perishable nature.

If the Seller fails to stick to the delivery date indicated, to a logistical specification, or to the conformity of the products, it does not authorize the Buyer to refuse, return, destroy the products, deduct a penalty or discount from the amount indicated on the Sale Invoice, unless otherwise agreed in writing between the Parties. 
If the Buyer fails to take delivery of the products or is late in taking delivery of the products, the Buyer shall bear all risks and shall, in any event, pay the Price and bear any additional transport or storage costs incurred.

5.4    Loss – Damages related to transport.

Any delivery signed “unchecked” or similarly endorsed will be assumed to be accepted in full and without claim by the Buyer.
The Buyer as recipient is sole responsible for checking that the transport contract properly.

Non-delivery, incorrect delivery loss, damage, or incorrect delivery related to transport will only be processed where: (a) the carrier makes all written observations and reservations on the delivery note in the presence of the carrier, and (b) the Buyer confirms to the Seller his observations by providing any justification in writing within three (3) working days of receipt of the products. In the event of failure to comply with this procedure, any consequences will be borne solely by the Buyer.

In any event, only the damage suffered, previously demonstrated, documented, and evaluated by the Buyer may give the right to a claim for compensation.

5.5    Return of the products 

Returns of products will only be accepted provided that: (a) the Seller has given prior written agreement, and (b) the products are returned within a reasonable time at the Buyer’s cost, except in the event of proven non-conformity. In any case, the Seller does not take back products which use-by-date is close to or has passed the deadline. 

6.    Warranty of the Buyer

The Buyer undertakes to respect the applicable regulations and instructions for transport, handling, storage, and conservation (notably the respect of the cold chain) provided by the Seller, and/or, if applicable, specified on the packing boxes of the products. 

The Buyer guarantees that it shall: 
-    at its own risk and its own cost, provide adequate cold storage to keep the products in compliance with the storage instructions provided by the Seller, 
-    comply with all sanitary rules relating to perishable goods, bearing in mind that the products are intended for human consumption, and it will ensure that the use-by date of the products has not passed. 
-    comply with all instructions and guidelines of the Seller concerning the transportation and storage of the products and all other distribution requirements necessary to guarantee the quality of products, 
-    meet all legal requirements necessary for the fulfillment of its obligations.
The Buyer is the sole responsible for its management and stock rotation.

7.    Transfer of Risks 

The risks shall pass from the Seller to the Buyer at time of delivery of the products and before the products are unloaded by the Buyer. The Buyer shall, at its sole responsibility, inspect the products upon receipt.

8.    Non-Conformity 

8.1    Not with standing the measures the Buyer shall take regarding the carrier’s liability set out point 5.4., the Buyer is solely responsible for carrying out a reasonably thorough inspection of the conformity of the products delivered with the products ordered or with the delivery slip. 

The reserves and observations on defects or anomalies shall be communicated in writing by the Buyer to the Seller within twenty-four (24) hours of delivery of the products. Otherwise, no claim of non-conformity, latent defects or visible defects will be accepted regardless of the carrier’s default. The Buyer therefore shall pay the full Price.

The Buyer shall provide any justification as to the reality of any defects observed and shall allow the Seller to investigate, to identify the defects and to remedy before their removal from point of delivery.

Any other claims of whatsoever nature must be notified to the Seller in writing within five (5) working days after delivery otherwise we will in any event not be liable.

8.2    In the event of a complaint accepted by the Seller, the defective products shall be destroyed at Buyer’s expense or may be recalled by the Seller after its prior express agreement under the conditions set out in Article 5.4 above.

8.3    Return of the products

In the event of a complaint accepted by the Seller, defective products may be taken back with the express agreement of the Seller under the conditions set out in point 5.5. below.

8.4    Liability for non-conformity 

In any event, the Seller's liability for non-conformity is limited to the replacement or reimbursement of the products recognized by the Seller as defective, at its sole discretion, to the exclusion of any compensation or damages.

9.    Payment – Invoices

9.1    Sale Invoice 

An invoice is issued for each order, upon confirmation of the order by the Seller (the “Sale Invoice”). 

9.2    Payment term 

The Sale Invoice is payable by the Buyer on the dates determined by the Seller, which may be: 
-    the day of issuance of the Sale Invoice (COO)
    the day of the delivery (COD)
    15 days following the day of delivery (D15)
-    30 days following the day of delivery (D30)
-     60 days following the day of delivery (D60).

Payment shall be made by cash, cheque, bank cheque, credit card, or by electronic means. 
In the event of non-payment, all amounts accrued or due to the Seller for payment for other deliveries or for any other cause, become immediately payable unless the Seller cancels the sale contract. 

9.3 Damages 

Without prejudice to any other available rights or remedies at law or under the Terms, including the right to claim actual damages, caused by delays or interruption of payment, the Buyer shall pay to the Seller:
(i)    as liquidated damages a lump sum equal to 20% of the receivable due, without prejudice to any interest, costs, and fees that may be incurred in litigation, and
(ii)    any collection costs related to the overdue invoice.

10.     Ownership transfer  

The Seller maintains full ownership of the products until payment of the total Price in principal and interest. Failure to pay any of the products may give rise to a property claim. 

Until beneficial ownership passes, the Buyer will hold the products as bailee only for the Seller and is authorized to resell the products within the framework of its normal exploitation. In this case, the Buyer shall immediately pay the balance of the price remaining due to the Seller. 

In the event of non-payment by the Buyer of the Price on the due date, the Seller shall be entitled to repossess any products up to the value of the outstanding invoices without prejudice to any other rights or remedies available under the law, as termination of the sale contract. The Buyer undertakes to fully cooperate with the Seller in facilitating the repossession of the products in the event of non-payment.

The Buyer acknowledges the potentially perishable nature of the products that have a limited shelf life and are subject to spoilage and deterioration. The Buyer shall handle the products with care and ensure proper storage conditions to prevent any loss in quality or value.

The restitution is incumbent upon the Buyer at his own expense and risk and shall be carried out within a reasonable time.

11.      Breach – Indemnity –– Force Majeure

11.1 Exemption of liability of the Seller

The Seller shall not assume any responsibility whatsoever in the event of the Buyer’s failure to comply with the conditions set hereby. In the event the Buyer fails to meet its obligations set above such as failure to take delivery, without being duly justified, delay in taking delivery of the products, transport, unloading, or inappropriate storage of the products with regard to their nature and the indications provided so as not interrupt the cold chain, the Buyer shall bear all the risks exonerating the Seller from any liability, in particular for non-conformity. The Seller shall not be liable for any damage, loss, or deterioration of the products arising from the Buyer's negligence or failure to comply with appropriate storage and handling instructions. The Buyer shall pay the Price and refund the additional conveyance costs resulting for the Seller (linked to a re-delivery or the storage of the products concerned).
Under no circumstances, the Seller shall be liable for any consequential loss or damages, such as loss of markets, profits, or data, suffered by the Buyer howsoever arising, for any damages or loss whatsoever due to the Buyer’s failure to fulfil its contractual obligations. 

11.2 Force Majeure

The Seller’s performance shall be suspended in whole or in part without formality and its liability shall be discharged in the event of the occurrence of a case of “Force Majeure”. 

A Force Majeure occurrence is an event or effect that cannot be reasonably anticipated or controlled and is not due to the negligence or wilful misconduct of the Seller. Force Majeure includes, but is not limited to,
 -    Acts of God ; 
-    war, civil war, riots, and terrorism which have an impact on the manufacture and distribution of the products; 
-    sabotage, requisition, embargo, nationalization ; 
-    natural disasters (storms, floods, earthquakes…) ; 
-    accident, fires, explosions, especially destruction of plants, warehouses, and installation of any kind, 
-    interruption of transport, energy, or raw material supply ;
-    impossibility of being supplied for any reason whatsoever ; 
-    epidemic or pandemic, health crisis on the national or the international territory ; 
-    strikes, hindering the proper functioning of the seller or that of one of its suppliers, subcontractors, or haulers ; 
-    cyber-attack on the computer of the Seller, 
-    acts, rules, or regulations of any government agency, or the order of any court or regulatory body ; 
-     or other similar causes beyond the control of the performance of the contract where non-performance, by the exercise of reasonable diligence, cannot be prevented. 

In the event of a Force Majeure occurrence, the Seller provides written notice of any Force Majeure occurrence as quickly as possible. The Seller shall endeavour to resume proper performance within an appropriate period.

Notwithstanding the foregoing, if the Force Majeure condition continues beyond thirty (30) days, the Seller shall jointly decide with the Buyer on an appropriate course of action that will permit fulfilment of the contract’s performance. In the absence of agreement on a plan of action, outstanding orders may be cancelled by the most diligent party without either party being entitled to claim damages.

11.4 Breach

Without prejudice to any other remedies, the Seller may, after having given formal notice to the Buyer to perform, suspend to meet its obligations or terminate the contract of sale, without entitling the Buyer to any compensation whatsoever, if the Buyer does not perform its obligations and if such non-performance is sufficiently serious. 

11.5 Indemnity 

The Buyer shall indemnify and keep indemnified and hold the Seller harmless from and against all liabilities, losses, damages, costs, or expenses incurred or suffered by the Seller, and from and against all actions, proceedings, claims or demands made against the Seller, arising as a result of the Buyer’s failure to comply with any laws, any other negligence or other breach of duty by the Buyer. 

12.      Intellectual Property

All intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, and any other proprietary rights associated with the products are and shall remain the exclusive property of the Seller or its suppliers unless explicitly transferred in writing to the Buyer.

13.     RGPD 

The Seller declares he abides by the applicable laws and regulations requirements regarding the protection of personal data.

14.      Disputes

The Parties shall endeavour to resolve amicably any dispute relating to the formation, interpretation, performance, or termination of the contract.

15.     Governing Law and Jurisdiction

These Terms and any contract to which they apply shall be governed by the laws of [country] applicable to the Parties and shall be submitted to the exclusive jurisdiction of the courts of Hong-Kong, HK

 

TERMS & CONDITIONS


1.    Scope – Purpose of the terms and conditions

The present general terms and conditions of sale (hereinafter referred to as the “Terms”) govern the contractual relations between Repertoire Culinaire Hong Kong Limited, having its registered address located at Flat/RM B4(06), 15/F Fortune Factory Building, 40 Lee Chung Street,  Hong Kong, registered under number 60014322 (hereinafter referred as the “Seller”) and its client (hereinafter referred as the “Buyer”) (collectively referred as the “Parties”).

The Terms stated below shall prevail over any other terms and conditions in any other document, including the Buyer’s general terms and conditions of purchase. 
These Terms shall prevail to the extent of any inconsistency with any other document or agreement between the Buyer and the Seller.

2.    Enforcement of standard terms and conditions

The Terms are accessible or sent to the Buyer to enable him to place an order. The Terms in force are those applicable on the date the order is complete.

The Buyer is deemed to have exclusively accepted and to be immediately bound by these Terms if the Buyer places an order. Any order placed by the Buyer for products distributed by the Seller entail acceptance without reserve of the present Terms which are binding on the Seller and the Buyer.

If any provision of these Terms shall be held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law and shall not be affected, prejudiced, or impaired.

3.    Orders placement

3.1    Orders placement

Orders shall be placed by the Buyer (i) by e-mail or phone directly with the Seller’s representatives or (ii) via the website https://order.repertoire.hk when available and accessible in the country where the order is placed. 

The catalogue does not constitute a binding offer but an invitation to place an order exclusively.  The price, the shipping and delivery terms are fixed in the provisions below. 

The Seller is bound only when he sent to the Buyer the order confirmation, within the limits of available stocks, and the Sale invoice so that the order is complete.
In case (ii), to proceed with the purchase, the Buyer must create an account on the online platform https://order.repertoire.hk. The price, the shipping and delivery terms fixed in the provisions below are displayed on the website and constitute a binding offer from the Seller within the limits of available stocks. Upon confirmation of the order by the Buyer on the dedicated button, the order is complete. The Seller sends the Buyer an order confirmation and the Sale invoice that can be fit upon the stock available. 

If the Buyer places an order with the Seller without having paid one or more invoices previously issued and overdue to the Seller, the Seller reserves the right to refuse to register and fulfil the order , without the Buyer being able to claim any compensation, for any reason whatsoever. The Seller notifies the Buyer of his decision. 

3.2   Minimum order value 

The Seller reserves the right to set a minimum order value. Seller may, at its sole discretion, set a fee for all orders below the defined minimum order value. 

3.3    Stock availability

The Seller executes the orders within the limits of the available stocks.

The Seller cannot guarantee the availability of all the products at the same time. In the event of a shortage of one of the products ordered, the Seller reserves the right to replace the missing product at any time with another equivalent product after agreement with the Buyer, without giving rise to the payment of any compensation whatsoever.

3.4    Modification – Cancelation  

No complete order can be modified or cancelled without Seller's prior written consent. The request must be received by the Seller before shipment of the products and may result in additional delivery time. 

Given the perishable nature of the products, in case of modification or cancelation accepted by the Seller, the Seller reserves the right to charge the Buyer a fee.

The Seller also reserves the right, without the Buyer being able to claim any compensation, to cancel a finalized order, if he notifies the Buyer within a reasonable time before delivery, for any reason whatsoever, independent of his will, as a product supply problem, a problem concerning the order received or a problem relating to the delivery. If the Sale Invoice has been paid for such an order, it will be refunded.  

4.    Price 

The prices of the products are in local currency, HKD, excluding taxes and delivery fees (the “Price”). 

Taxes, duties, or other services to be paid under the regulations in force are charged to the Buyer and are features mentioned on separate lines on the invoices.The delivery fees are determined according to the provisions set in Article 5 of the Terms.

The Price charged is at the rate in effect on the date of the order of the products. The Price is the one agreed upon in writing between the Parties which is included on Sale Invoice. 

The Price can be revised at the Seller’s sole discretion at any time without a period of prior notice. Any order placed by the Buyer after the revision will be applied to the new rate.

5.    Shipping and delivery terms  

The shipping and the delivery are carried out by the Seller.

5.1    Shipments 

Shipments are made according to the order of arrival of orders, the geographical distance of the Buyer, and subject to the availability of products.

5.2    Delivery fees and packaging fees

The Seller shall have the discretion to determine the party responsible for bearing the delivery and packaging fees based on the volume of the order.

Prior to the completion of the order, the Seller shall communicate the applicable fees to the Buyer by any suitable means of communication.

5.3    Delivery

The Seller is authorized to make deliveries in whole or in part.

Usual delivery times are given for information purposes only and are subject to the Seller's supply and transport possibilities. Delivery delays shall not give rise to flat-rate penalties, compensation, cancellation of orders, refusal of delivery, or withholding of payment of invoices unless previously agreed with the Seller. In the event of Force Majeure as defined in point 11, or of any event beyond the control of the Seller, the delivery times indicated to the Buyer are automatically suspended.

The products are delivered by the Seller at the address agreed between the Parties. The Buyer carries out the unloading of the products with all due care. 

The Buyer declares he has the logistical, technical, human, and organizational means to guarantee the receipt and storage of the products delivered particularly regarding their perishable nature.

If the Seller fails to stick to the delivery date indicated, to a logistical specification, or to the conformity of the products, it does not authorize the Buyer to refuse, return, destroy the products, deduct a penalty or discount from the amount indicated on the Sale Invoice, unless otherwise agreed in writing between the Parties. 
If the Buyer fails to take delivery of the products or is late in taking delivery of the products, the Buyer shall bear all risks and shall, in any event, pay the Price and bear any additional transport or storage costs incurred.

5.4    Loss – Damages related to transport.

Any delivery signed “unchecked” or similarly endorsed will be assumed to be accepted in full and without claim by the Buyer.
The Buyer as recipient is sole responsible for checking that the transport contract properly.

Non-delivery, incorrect delivery loss, damage, or incorrect delivery related to transport will only be processed where: (a) the carrier makes all written observations and reservations on the delivery note in the presence of the carrier, and (b) the Buyer confirms to the Seller his observations by providing any justification in writing within three (3) working days of receipt of the products. In the event of failure to comply with this procedure, any consequences will be borne solely by the Buyer.

In any event, only the damage suffered, previously demonstrated, documented, and evaluated by the Buyer may give the right to a claim for compensation.

5.5    Return of the products 

Returns of products will only be accepted provided that: (a) the Seller has given prior written agreement, and (b) the products are returned within a reasonable time at the Buyer’s cost, except in the event of proven non-conformity. In any case, the Seller does not take back products which use-by-date is close to or has passed the deadline. 

6.    Warranty of the Buyer

The Buyer undertakes to respect the applicable regulations and instructions for transport, handling, storage, and conservation (notably the respect of the cold chain) provided by the Seller, and/or, if applicable, specified on the packing boxes of the products. 

The Buyer guarantees that it shall: 
-    at its own risk and its own cost, provide adequate cold storage to keep the products in compliance with the storage instructions provided by the Seller, 
-    comply with all sanitary rules relating to perishable goods, bearing in mind that the products are intended for human consumption, and it will ensure that the use-by date of the products has not passed. 
-    comply with all instructions and guidelines of the Seller concerning the transportation and storage of the products and all other distribution requirements necessary to guarantee the quality of products, 
-    meet all legal requirements necessary for the fulfillment of its obligations.
The Buyer is the sole responsible for its management and stock rotation.

7.    Transfer of Risks 

The risks shall pass from the Seller to the Buyer at time of delivery of the products and before the products are unloaded by the Buyer. The Buyer shall, at its sole responsibility, inspect the products upon receipt.

8.    Non-Conformity 

8.1    Not with standing the measures the Buyer shall take regarding the carrier’s liability set out point 5.4., the Buyer is solely responsible for carrying out a reasonably thorough inspection of the conformity of the products delivered with the products ordered or with the delivery slip. 

The reserves and observations on defects or anomalies shall be communicated in writing by the Buyer to the Seller within twenty-four (24) hours of delivery of the products. Otherwise, no claim of non-conformity, latent defects or visible defects will be accepted regardless of the carrier’s default. The Buyer therefore shall pay the full Price.

The Buyer shall provide any justification as to the reality of any defects observed and shall allow the Seller to investigate, to identify the defects and to remedy before their removal from point of delivery.

Any other claims of whatsoever nature must be notified to the Seller in writing within five (5) working days after delivery otherwise we will in any event not be liable.

8.2    In the event of a complaint accepted by the Seller, the defective products shall be destroyed at Buyer’s expense or may be recalled by the Seller after its prior express agreement under the conditions set out in Article 5.4 above.

8.3    Return of the products

In the event of a complaint accepted by the Seller, defective products may be taken back with the express agreement of the Seller under the conditions set out in point 5.5. below.

8.4    Liability for non-conformity 

In any event, the Seller's liability for non-conformity is limited to the replacement or reimbursement of the products recognized by the Seller as defective, at its sole discretion, to the exclusion of any compensation or damages.

9.    Payment – Invoices

9.1    Sale Invoice 

An invoice is issued for each order, upon confirmation of the order by the Seller (the “Sale Invoice”). 

9.2    Payment term 

The Sale Invoice is payable by the Buyer on the dates determined by the Seller, which may be: 
-    the day of issuance of the Sale Invoice (COO)
    the day of the delivery (COD)
    15 days following the day of delivery (D15)
-    30 days following the day of delivery (D30)
-     60 days following the day of delivery (D60).

Payment shall be made by cash, cheque, bank cheque, credit card, or by electronic means. 
In the event of non-payment, all amounts accrued or due to the Seller for payment for other deliveries or for any other cause, become immediately payable unless the Seller cancels the sale contract. 

9.3 Damages 

Without prejudice to any other available rights or remedies at law or under the Terms, including the right to claim actual damages, caused by delays or interruption of payment, the Buyer shall pay to the Seller:
(i)    as liquidated damages a lump sum equal to 20% of the receivable due, without prejudice to any interest, costs, and fees that may be incurred in litigation, and
(ii)    any collection costs related to the overdue invoice.

10.     Ownership transfer  

The Seller maintains full ownership of the products until payment of the total Price in principal and interest. Failure to pay any of the products may give rise to a property claim. 

Until beneficial ownership passes, the Buyer will hold the products as bailee only for the Seller and is authorized to resell the products within the framework of its normal exploitation. In this case, the Buyer shall immediately pay the balance of the price remaining due to the Seller. 

In the event of non-payment by the Buyer of the Price on the due date, the Seller shall be entitled to repossess any products up to the value of the outstanding invoices without prejudice to any other rights or remedies available under the law, as termination of the sale contract. The Buyer undertakes to fully cooperate with the Seller in facilitating the repossession of the products in the event of non-payment.

The Buyer acknowledges the potentially perishable nature of the products that have a limited shelf life and are subject to spoilage and deterioration. The Buyer shall handle the products with care and ensure proper storage conditions to prevent any loss in quality or value.

The restitution is incumbent upon the Buyer at his own expense and risk and shall be carried out within a reasonable time.

11.      Breach – Indemnity –– Force Majeure

11.1 Exemption of liability of the Seller

The Seller shall not assume any responsibility whatsoever in the event of the Buyer’s failure to comply with the conditions set hereby. In the event the Buyer fails to meet its obligations set above such as failure to take delivery, without being duly justified, delay in taking delivery of the products, transport, unloading, or inappropriate storage of the products with regard to their nature and the indications provided so as not interrupt the cold chain, the Buyer shall bear all the risks exonerating the Seller from any liability, in particular for non-conformity. The Seller shall not be liable for any damage, loss, or deterioration of the products arising from the Buyer's negligence or failure to comply with appropriate storage and handling instructions. The Buyer shall pay the Price and refund the additional conveyance costs resulting for the Seller (linked to a re-delivery or the storage of the products concerned).
Under no circumstances, the Seller shall be liable for any consequential loss or damages, such as loss of markets, profits, or data, suffered by the Buyer howsoever arising, for any damages or loss whatsoever due to the Buyer’s failure to fulfil its contractual obligations. 

11.2 Force Majeure

The Seller’s performance shall be suspended in whole or in part without formality and its liability shall be discharged in the event of the occurrence of a case of “Force Majeure”. 

A Force Majeure occurrence is an event or effect that cannot be reasonably anticipated or controlled and is not due to the negligence or wilful misconduct of the Seller. Force Majeure includes, but is not limited to,
 -    Acts of God ; 
-    war, civil war, riots, and terrorism which have an impact on the manufacture and distribution of the products; 
-    sabotage, requisition, embargo, nationalization ; 
-    natural disasters (storms, floods, earthquakes…) ; 
-    accident, fires, explosions, especially destruction of plants, warehouses, and installation of any kind, 
-    interruption of transport, energy, or raw material supply ;
-    impossibility of being supplied for any reason whatsoever ; 
-    epidemic or pandemic, health crisis on the national or the international territory ; 
-    strikes, hindering the proper functioning of the seller or that of one of its suppliers, subcontractors, or haulers ; 
-    cyber-attack on the computer of the Seller, 
-    acts, rules, or regulations of any government agency, or the order of any court or regulatory body ; 
-     or other similar causes beyond the control of the performance of the contract where non-performance, by the exercise of reasonable diligence, cannot be prevented. 

In the event of a Force Majeure occurrence, the Seller provides written notice of any Force Majeure occurrence as quickly as possible. The Seller shall endeavour to resume proper performance within an appropriate period.

Notwithstanding the foregoing, if the Force Majeure condition continues beyond thirty (30) days, the Seller shall jointly decide with the Buyer on an appropriate course of action that will permit fulfilment of the contract’s performance. In the absence of agreement on a plan of action, outstanding orders may be cancelled by the most diligent party without either party being entitled to claim damages.

11.4 Breach

Without prejudice to any other remedies, the Seller may, after having given formal notice to the Buyer to perform, suspend to meet its obligations or terminate the contract of sale, without entitling the Buyer to any compensation whatsoever, if the Buyer does not perform its obligations and if such non-performance is sufficiently serious. 

11.5 Indemnity 

The Buyer shall indemnify and keep indemnified and hold the Seller harmless from and against all liabilities, losses, damages, costs, or expenses incurred or suffered by the Seller, and from and against all actions, proceedings, claims or demands made against the Seller, arising as a result of the Buyer’s failure to comply with any laws, any other negligence or other breach of duty by the Buyer. 

12.      Intellectual Property

All intellectual property rights, including but not limited to copyrights, patents, trademarks, trade secrets, and any other proprietary rights associated with the products are and shall remain the exclusive property of the Seller or its suppliers unless explicitly transferred in writing to the Buyer.

13.     RGPD 

The Seller declares he abides by the applicable laws and regulations requirements regarding the protection of personal data.

14.      Disputes

The Parties shall endeavour to resolve amicably any dispute relating to the formation, interpretation, performance, or termination of the contract.

15.     Governing Law and Jurisdiction

These Terms and any contract to which they apply shall be governed by the laws of [country] applicable to the Parties and shall be submitted to the exclusive jurisdiction of the courts of Hong-Kong, HK