General Terms and Conditions of Sale

These General Terms and Conditions of Sale (the "GTC") govern, without restriction or reservation, all sales of catering services concluded by Vendora, a sole trader (entreprise individuelle, EI) operating the trade name "Crozy", whose registered office is at 9 rue des Colonnes, 75002 Paris, registered under SIREN number 511 866 030 (SIRET of the registered office 511 866 030 00048), APE/NAF code 10.72Z, contactable at contact@crozytraiteur.fr and operating the website www.crozytraiteur.fr ("Vendora" or "the Provider"). Any reference in this document to the "manager of the sole trader Vendora" designates the natural person operating the business, without their name having to be reproduced; that identity is disclosed on request to any competent authority and to any Client with a legitimate interest.

Vendora falls under the French VAT exemption scheme for small businesses provided for in Article 293 B of the French General Tax Code. Vendora therefore charges no VAT: the prices shown are net prices in euros and carry the mandatory statement "TVA non applicable, article 293 B du CGI". No VAT breakdown and no distinction between an amount excluding tax and an amount including tax applies to Vendora's services, and none may be required by the Client.

Vendora carries on a catering business aimed exclusively at companies and professionals (a "B2B" relationship): office breakfasts, coffee breaks, buffets, cocktail receptions, individual meal trays and seminar services, delivered and, depending on the menu chosen, set up in Île-de-France. The products supplied are perishable foodstuffs, made to order according to the Client's specifications.

In accordance with Article L441-1 of the French Commercial Code, these GTC form the sole basis of the commercial relationship between the parties. They are available at all times at www.crozytraiteur.fr, are attached to or expressly referred to in every quote, and are deemed known and accepted without reservation by the Client by the sole fact of electronically signing the quote. The Provider's failure to rely at any time on any of these clauses may not be treated as a waiver of the right to rely on it later. The applicable version of the GTC is the one in force on the day the Client signs the quote.

Article 1 - Purpose and scope (B2B)

The purpose of these GTC is to define the conditions under which Vendora supplies its professional clients (the "Client") with catering Services, including in particular the preparation, supply, delivery and, where applicable, the set-up and subsequent collection of equipment relating to foodstuffs and associated services (office breakfasts, coffee breaks, buffets, cocktail receptions, individual meal trays, seminars), in Île-de-France and, on a specific Quote, outside that region.

These GTC apply exclusively to relationships between professionals. The Client declares and acknowledges that it is acting within the scope and for the purposes of its professional, commercial, industrial, craft, self-employed, public or not-for-profit activity, and not as a consumer within the meaning of the French Consumer Code. The order placed with Vendora falls within the scope of the Client's professional activity and is directly connected with it.

Every order implies the Client's full and unreserved acceptance of these GTC, which prevail over any other document issued by the Client, and in particular over its general terms of purchase, which are expressly excluded, even if they were communicated after these GTC or contain a precedence clause. No special condition and no derogation from these GTC may prevail over them without the formal written acceptance of the manager of the sole trader Vendora.

The fact that Vendora does not rely at a given time on any of these GTC may not be interpreted as a waiver of the right to rely on it later. These GTC may be amended at any time; the version applicable to each order is the one in force and accepted by the Client on the day the Quote is signed, to the exclusion of any earlier or later version.

Article 2 - Identity of the Provider and legal information

The Provider is Vendora, a sole trader (entreprise individuelle, EI), operating the trade name "Crozy". Registered office: 9 rue des Colonnes, 75002 Paris. SIREN: 511 866 030; SIRET of the registered office: 511 866 030 00048; APE/NAF activity code: 10.72Z. Vendora falls under the VAT exemption scheme (Article 293 B of the French General Tax Code): "TVA non applicable, article 293 B du CGI".

Contact and customer service: e-mail contact@crozytraiteur.fr; website www.crozytraiteur.fr. All correspondence concerning a quote, an order, a complaint or the exercise of a right must be sent to that e-mail address or to the registered office above.

In accordance with Article 1-1 of French Act no. 2004-575 of 21 June 2004 on confidence in the digital economy (LCEN), it is specified that the website www.crozytraiteur.fr is hosted by Vercel Inc., 340 S Lemon Ave #4133, Walnut, CA 91789, United States (transfers outside the European Union governed by standard contractual clauses); the domain name and the mail service are managed by LWS - Ligne Web Services (France).

Publication director: the manager of the sole trader Vendora. E-mails are routed through the LWS mail service and text messages (SMS) by the provider Brevo. The database is hosted by the provider Neon (Frankfurt region, European Union).

Article 3 - Definitions

In these GTC the following capitalised terms have the meanings set out below, whether used in the singular or the plural.

"Provider" or "Vendora": the sole trader Vendora, operating the "Crozy" trade name, as identified in Article 2.

"Client": any legal entity or natural person acting in a professional capacity who orders a Service from Vendora.

"Service": all the supplies and services ordered by the Client, including as the case may be the preparation, supply, delivery, set-up and collection of equipment, as described in the Quote.

"Quote": the document drawn up by Vendora and sent to the Client electronically, describing the Service, the quantities, the net price, the place, the date and the delivery Slot, together with any applicable special conditions.

"Approval to order": the statement, together with the Client's electronic signature of the Quote, constituting firm and final acceptance of the Service, of these GTC and of the obligation to pay.

"Guests": the number of people stated by the Client, used as the basis for determining the quantities and the price of the Service.

"Delivery slot" or "Slot": the delivery time window chosen and reserved by the Client when ordering.

"Site": the website www.crozytraiteur.fr, through which Quotes are drawn up, signed and tracked.

"Parties": together, the Provider and the Client; "Party": either of them.

Article 4 - Net prices and VAT exemption (Article 293 B of the French General Tax Code)

The prices of the Services are those set out in the Quote accepted by the Client. They are expressed in euros and are net prices. As Vendora falls under the VAT exemption scheme provided for in Article 293 B of the French General Tax Code, no VAT is charged: the statement "TVA non applicable, article 293 B du CGI" appears on quotes and invoices. Consequently no distinction between an amount excluding tax and an amount including tax, and no VAT rate breakdown, is applicable or may be required by the Client.

Net prices cover only the Services expressly described in the Quote. Unless stated otherwise, they include delivery costs in Île-de-France, with the exception of Seine-et-Marne (77), for which a flat delivery fee is shown in the Quote, but do not include any additional services, equipment, foodstuffs, service staff, options or constraints not expressly mentioned in the Quote, which will be invoiced separately once agreed by the Parties.

Prices are firm for the period of validity of the Quote stated in Article 5. After that period, Vendora reserves the right to revise its prices, in particular to take account of changes in the cost of raw materials, energy, transport, labour or any external charge. Any request to change the Service after acceptance of the Quote may give rise to a price adjustment under the conditions of Article 15.

Any present or future tax, levy, duty or contribution payable by Vendora as a result of the Service is deemed to be borne by the Client and is added to the net price, subject to the VAT exemption scheme referred to above.

Article 5 - Quote and period of validity

Every Service is the subject of a prior Quote drawn up by Vendora, free of charge, on the basis of the information provided by the Client (nature of the Service, number of Guests, date, place, Slot, specific constraints). The Quote describes the essential characteristics of the Service, the quantities, the net price, the delivery and payment terms and, where applicable, the special conditions that apply.

Unless expressly stated otherwise on the Quote, it is valid for thirty (30) calendar days from its date of issue. After that period the Quote automatically lapses and Vendora is no longer bound by the conditions, prices and availability shown in it.

The Quote is drawn up subject to the availability of foodstuffs and delivery Slots and to Vendora's production and delivery capacity on the date requested. Actual availability is only definitively guaranteed once the order has been confirmed under the conditions of Article 6.

The Client is solely responsible for the accuracy of the information it provides for the purpose of drawing up the Quote. Any inaccuracy, omission or subsequent change to the information provided may lead to a revision of the Quote, a price adjustment or the impossibility of performing the Service, without Vendora incurring any liability in that respect.

Article 6 - Order: formation of the contract, electronic signature and firm and final commitment

The contract is formed, and the order becomes firm and final, at the moment the Client applies its electronic signature and the words "bon pour accord" (approval to order) to the Quote, using the facility provided on the Site or any other electronic process implemented by Vendora.

Electronic signature of the Quote constitutes on the Client's part a firm, final and irrevocable commitment to order and to pay for the Service. It constitutes full and unreserved acceptance of the characteristics of the Service described in the Quote and of these GTC.

In accordance with Articles 1366 and 1367 of the French Civil Code and Regulation (EU) no. 910/2014 of 23 July 2014 ("eIDAS"), the electronic signature process implemented by Vendora, combined with a time stamp, identifies the signatory, guarantees their link with the act to which it relates and gives the signed Quote the same evidential force as a paper document. The Client expressly acknowledges the evidential value of the electronic records and time stamps kept by Vendora and its technical providers, which, as between the Parties and unless proved otherwise, are conclusive evidence of the content and date of the order.

The person signing the Quote declares and warrants that they have the power and capacity to bind the Client. Failing that, they are personally bound by the order. The Client waives any right to challenge the validity, enforceability or evidential force of the order on the sole ground that it was concluded in electronic form.

The Client's commitment is firm from signature; delivery remains subject to the actual receipt of full payment, and to the availability of foodstuffs and Slots. Vendora reserves the right to refuse or suspend any order from a Client with whom there is a dispute concerning payment for an earlier order, or whose order is abnormal, abusive or made in bad faith.

Article 7 - No right of withdrawal

The Client is expressly and formally informed that, once the Quote has been signed, the order carries NO RIGHT OF WITHDRAWAL and no cooling-off, reflection or cancellation period. Any sum paid is retained by Vendora, subject only to the postponement option set out in Article 16.

This absence of a right of withdrawal arises, first and in any event, from the very nature of the Services. In accordance with Article L221-28, 4° of the French Consumer Code, the right of withdrawal cannot be exercised for the supply of goods liable to deteriorate or expire rapidly: Vendora's Services concern perishable foodstuffs. In accordance with Article L221-28, 3° of the same code, nor can the right of withdrawal be exercised for the supply of goods made to the customer's specifications or clearly personalised: each Service is made to order, bespoke, according to the number of Guests, the menus chosen and the constraints stated by the Client.

This absence of a right of withdrawal arises, secondly, from the professional nature of the relationship: the right of withdrawal provided for by the French Consumer Code is in principle reserved for consumers and is not intended to apply to relationships between professionals as defined in Article 1 of these GTC, the order falling within the scope of the Client's main activity.

Consequently, even if a Client were to invoke certain protective provisions by extension, since performance of the order concerns perishable goods and goods made to the Client's specifications, no right of withdrawal can apply. The Client, as an informed professional, acknowledges having been fully and previously informed of this absence of a right of withdrawal before signing the Quote and accepts it without reservation.

The only option open to the Client to go back on its order is postponement, which is governed exclusively by the conditions of Article 16, to the exclusion of any refund.

Article 8 - Ordering, slots and performance times

The order is placed online on the Site, by drawing up and then electronically signing a Quote. The Client selects the menus, the number of Guests, the date and the delivery Slot, together with any options and specific constraints. Services are delivered, and where applicable set up, within the Île-de-France region; any request for delivery outside that area is the subject of a specific Quote and special conditions.

Depending on the menu and the number of Guests, the ordering lead time ranges from twenty-four (24) hours to seven (7) days, with a minimum of five (5) days outside Île-de-France; the applicable lead time is the one shown on the menu's page or in the Quote. Larger Services, involving particular constraints or a high number of Guests, may require a longer lead time, which is stated in the Quote.

Delivery Slots are chosen by the Client when ordering, within the limits of the availability displayed. Reserving a Slot constitutes a mutual commitment by the Parties to the time window chosen, subject to Articles 15 (changes) and 17 (force majeure). The number of Services that can be delivered in the same Slot, and the total number of Guests per Slot, may be capped; Vendora reserves the right to refuse an order when the production or delivery capacity of the Slot has been reached.

The lead times and Slots announced assume normal performance conditions. They may be affected by circumstances outside Vendora's control, in particular traffic conditions, force majeure events or any failure by the Client to meet its information and access obligations. A reasonable delivery delay may not give rise to cancellation of the order, refusal of the foodstuffs, compensation, penalties or damages, subject to any applicable mandatory provisions.

Article 9 - Payment, late payment and penalties

Unless special conditions are agreed in writing, the price of the Service is payable in full on ordering, at the time the Quote is signed. Payment is made by bank card, through a secure payment module, or by bank transfer to the details provided by Vendora.

The price is payable in full on ordering (payment in full), by bank card or by bank transfer. No partial deposit is offered. The order is firm from the signature of the Quote (Article 6), which reserves the Slot and the supplies on the Client's behalf; delivery takes place only after the whole of the net price has been received.

Card payment is immediate: it takes place on signature of the Quote and at the latest by six o'clock in the evening (18:00) on the following business day, and in any event before 18:00 on the business day before delivery, or at the next full hour after signature where signature takes place after that limit. Payment by bank transfer is only offered where the funds can be received before 18:00 on the business day before delivery; they must be received by Vendora at the latest by 18:00 on the third (3rd) business day following the choice of this payment method. Business days are Monday to Friday, excluding public holidays. If full payment is not received within these time limits, the order is automatically terminated, without prior formal notice, by the sole fact of non-performance (termination clause, Article 1225 of the French Civil Code); the Client is informed by e-mail. In accordance with Article 16, the entire net price of the order then remains due from the Client as fixed compensation for late cancellation, the Client acknowledging that the foodstuffs and the Slot were reserved on its behalf. That compensation is immediately payable: failing payment within eight (8) days of the formal notice sent by e-mail, and without prejudice to the penalties and the fixed recovery indemnity provided for in this Article, the file is passed for recovery, first amicable and then judicial (in particular by way of an order for payment), with the costs incurred remaining payable by the Client.

In accordance with Article L441-10 of the French Commercial Code, any late payment automatically gives rise, without any reminder being necessary, to late payment penalties calculated on the total amount due, at a rate equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points. That rate may not be lower than three times the statutory interest rate.

Any late payment also automatically gives rise to a fixed recovery cost indemnity of forty (40) euros, in accordance with Articles L441-10 and D441-5 of the French Commercial Code. Where the recovery costs actually incurred exceed that fixed amount, Vendora may claim additional compensation on production of supporting documents.

In the event of failure to pay on the due date, and without prejudice to the automatic termination provided for in the third paragraph, which is not subject to any formal notice, Vendora reserves the right to suspend performance of any other order in progress and to require immediate payment of all sums due, without prejudice to any damages. No discount is granted for early payment.

Article 10 - Delivery, set-up and transfer of risk

Delivery is made to the address and in the Slot stated by the Client in the Quote, in Île-de-France or, for a delivery outside that region, at the place agreed in the Quote. The Client warrants the accuracy of the address and of the access information provided. Any error or inadequacy in that information is the Client's sole responsibility and may lead to a delay, an additional cost or the impossibility of delivering, without any liability on Vendora's part.

Depending on the menu chosen, the Service may consist of simply dropping off the foodstuffs or of setting them up at the place of delivery. Where set-up is provided for, the Client makes available, in good time, a clean, secure, suitable and compliant space, together with the necessary access and connections. Failing that, Vendora may carry out a simplified set-up or drop off the foodstuffs, with no rebate or compensation.

Delivery is deemed to have been made by handing the foodstuffs over to the Client, its representative or any person present at the place of delivery, or, if no authorised person is available to receive them, by leaving them at the agreed place. The Client, or its representative, must check the apparent conformity of the foodstuffs on delivery and raise any reservation under the conditions of Article 18.

The risk of loss, theft, damage or deterioration of the foodstuffs passes on delivery, as defined above. From that moment the Client assumes custody and safekeeping of the foodstuffs and is responsible for their proper use. Given the perishable nature of the foodstuffs, the Client undertakes to keep them in appropriate conditions (in particular of temperature and hygiene) and to consume them within the stated times. Vendora may not be held liable for the consequences of non-compliant storage, handling or consumption after delivery.

If the Client or any recipient is absent at the agreed place and Slot, or if delivery is impossible for reasons attributable to the Client, the Service is deemed performed and due in full, the foodstuffs being left on site or taken back, without this giving any right to a refund or to a further delivery, and without prejudice to the invoicing of the costs of a second attempt.

Article 11 - Retention of title: equipment, containers and collection

In accordance with Articles 2367 et seq. of the French Civil Code, Vendora retains title to the foodstuffs and supplies delivered until their price has been paid in full, including principal, penalties, interest and ancillary amounts. Failure to pay on the due date may lead Vendora to reclaim the goods.

Notwithstanding this retention of title clause, and by way of an exception justified by the perishable and immediately consumable nature of the foodstuffs, the risks attaching to the goods delivered pass to the Client on delivery, under the conditions of Article 10. From that date the Client assumes custody, safekeeping and responsibility for them.

As long as the price has not been paid in full, the Client may not resell, assign, transform or pledge any non-perishable supplies made available (equipment, containers, presentation items). In the event of non-payment, Vendora may require the immediate return of those supplies, at the Client's cost and risk.

Any equipment, tableware, containers and presentation items supplied as part of the Service remain, unless stated otherwise, the property of Vendora and must be returned to it in good condition, clean and complete, under the agreed conditions and within the agreed time. Any loss, breakage, failure to return or damage is invoiced to the Client on the basis of the replacement value of the items concerned as new.

Article 12 - Client's obligations and responsibilities

The Client undertakes to cooperate in good faith with Vendora and to provide it, in good time, with all the information needed for the proper performance of the Service, in particular: the exact address and access conditions of the place of delivery (floor, lift, entry code, access controls, parking or traffic constraints), opening hours, the contact details of a person present on the day of the Service, and any constraint specific to the site.

The Client guarantees free, safe and practicable access to the place of delivery and set-up during the agreed Slot, together with the provision, where the Service requires it, of a suitable space and the necessary connections. Any obstruction, delay or additional cost resulting from a lack of access or information attributable to the Client remains at its expense and cannot give rise to any liability on Vendora's part.

The Client is solely responsible for determining the number of Guests stated when ordering, which is used as the basis for calculating quantities and the price. Any underestimate is its sole responsibility; any increase in the number of Guests is subject to the conditions of Article 15. As the foodstuffs are made to order on that basis, no downward price adjustment may be claimed on the ground that attendance was lower than expected.

The Client undertakes to inform Vendora, before ordering, of any dietary constraint, special diet, restriction or specific requirement (in particular allergies, intolerances, diets) concerning the Guests. Where such information is not provided in time for it to be taken into account, Vendora may not be held liable for the Service not meeting those constraints. It is in any event for the Client to pass on to the Guests the allergen information provided by Vendora in accordance with Article 13.

The Client undertakes to use, store and serve the foodstuffs in compliance with hygiene rules and the instructions provided by Vendora, and to ensure they are consumed within the prescribed times. It is solely responsible for compliance, on its site, with the regulations applicable to receiving its Guests and is liable for any damage caused to Vendora's equipment by its staff or its Guests.

Article 13 - Allergens, hygiene and food safety

In accordance with Regulation (EU) no. 1169/2011 of 25 October 2011 (the "FIC Regulation") on the provision of food information to consumers, Vendora makes available to the Client, for each menu, information on the possible presence of the fourteen (14) substances or products causing allergies which must be declared. This information is provided menu by menu and is accessible before ordering.

As the foodstuffs are prepared in facilities handling all of those substances, Vendora cannot rule out the presence of traces of allergens through cross-contamination, including in menus that do not list them as ingredients. It is for the Client, having been informed of that risk, to take it into account and to inform the Guests; Vendora cannot guarantee the complete absence of traces and may not be held liable in that respect.

It is for the Client to collect from its Guests any allergies and intolerances, to inform Vendora before ordering of any constraint to be taken into account, and to pass on to the Guests the allergen information provided by Vendora. Vendora accepts no liability for any reaction following consumption of a foodstuff by a person whose allergy or intolerance was not notified to it in good time.

Vendora carries on its business in compliance with the applicable hygiene and food safety regulations, and in particular the European "Hygiene Package" and the principles of the HACCP method. Vendora's liability for the wholesomeness of the foodstuffs ceases on delivery; from then on, storage, handling and service are the Client's responsibility, and the Client must maintain the cold chain and observe the consumption times indicated.

Given the perishable nature of the foodstuffs, no complaint about their deterioration will be accepted where it results from a failure by the Client to observe the storage rules or from exceeding the consumption times. Any foodstuff not consumed within the time limits must be destroyed by the Client, at its own expense, without any right to a refund or credit note.

Article 14 - Alcoholic drinks and responsibility on site

Where the Service includes the supply of alcoholic drinks, these are intended for consumption in the Client's professional setting. The Client remains solely responsible for controlling the consumption of alcohol by its Guests, for compliance with the prohibition on serving alcohol to minors and to persons who are visibly intoxicated, and for obtaining, where applicable, the administrative authorisations required to serve drinks on its site.

Vendora supplies the foodstuffs and drinks ordered but does not police their consumption. Vendora may under no circumstances be held liable for the consequences, of whatever nature, of excessive or inappropriate consumption of alcohol by the Guests, which are the exclusive responsibility of the Client and of the organiser of the event.

The Client is solely responsible for compliance, on its site, with the rules applicable to receiving the public, to the safety of persons and to public order, and indemnifies Vendora against any claim brought in that respect by a third party or a Guest.

Article 15 - Changes to the order

Any request to change the order (number of Guests, menus, date, Slot, place or options) must be sent to Vendora in writing as soon as possible. No change is effective until it has been expressly accepted by Vendora.

Given preparation and supply lead times, changes can only be taken into account if they are requested sufficiently in advance, and subject to the availability of foodstuffs, Slots and production capacity. Vendora reserves the right to refuse any change requested late or incompatible with its operating constraints.

Any increase in the number of Guests or any additional service accepted by Vendora gives rise to an additional quote or a price adjustment, payable on the same terms as the initial order. Any reduction in the number of Guests or in the order requested after the Quote has been signed is treated under the regime of Article 16 and gives no right to any price reduction or refund, the foodstuffs and the Slot having been reserved to order on the Client's behalf.

Failing agreement between the Parties on a change, the initial order remains applicable in all its terms and remains payable in full.

Article 16 - Cancellation by the Client and postponement option

As the order is firm and final from the signature of the Quote, and carries no right of withdrawal (Article 7), any cancellation by the Client, in whole or in part, gives no right to any refund and leaves the whole of the net price due, whether or not it has been paid. Sums paid are retained in full by Vendora, whatever the date on which the cancellation request is sent to it. That absence of refund is justified by the supply, preparation and reservation costs incurred by Vendora and by the perishable and personalised nature of the foodstuffs, which are made to order within very short lead times.

In return, the Client has the option to postpone. On written request received by Vendora no later than seventy-two (72) hours before the start of the Slot initially chosen for an order of up to thirty (30) Guests, and no later than seven (7) days before for an order of more than thirty (30) Guests, the sums paid are held to the credit of the Client's file and carried over to a new date of its choosing, subject to the availability of the Slot requested. On that occasion the Client may keep the same Service or choose a different menu. Once these deadlines have passed, no postponement is possible.

That postponement option may be exercised once per order and must be used within twelve (12) months of the date initially chosen; once that period has expired, the sums paid remain retained by Vendora without consideration or refund. If the Service chosen on postponement is of a higher amount, the balance is payable in accordance with Article 9; if it is of a lower amount, the difference is retained by Vendora. If the order so postponed is cancelled, the sums paid remain retained by Vendora and no refund may be claimed. Given the very short preparation times (menus made to order), the Client acknowledges that these terms are justified and proportionate.

Where the order is cancelled or terminated because of a failure by the Client to meet its obligations, in particular as to payment under the conditions of Article 9, information or access, the whole of the net price of the order remains due from the Client, whether or not it has been paid, as fixed compensation; the sums paid remain retained by Vendora, without any postponement option and without prejudice to any additional damages. Where Vendora cancels for a reason of its own and outside force majeure, Vendora refunds the sums paid corresponding to the part not performed, to the exclusion of any other compensation.

Article 17 - Force majeure

Neither Party may be held liable for a failure to perform its obligations resulting from an event of force majeure within the meaning of Article 1218 of the French Civil Code, that is, an event beyond its control which could not reasonably have been foreseen when the contract was concluded and whose effects cannot be avoided by appropriate measures.

The following in particular are treated as events of force majeure or equivalent, without this list being exhaustive: natural disasters, exceptional weather, fire, flood, epidemics and pandemics, governmental, public health or administrative measures, total or partial internal or external strikes, blockades, supply shortages, power or telecommunications cuts, network failures, traffic restrictions or interruptions, transport accidents, acts of terrorism, riots or public disorder.

The affected Party informs the other as soon as possible of the occurrence of the force majeure event. Performance of the obligations is suspended for the duration of the impediment. The Parties endeavour, in good faith, to find a solution allowing the Service to go ahead, in particular by postponing it to a later date.

If the impediment is permanent or lasts beyond a reasonable period, the order may be terminated automatically. In that case Vendora retains the sums corresponding to costs irreversibly incurred (in particular perishable supplies already prepared); any excess paid is held to the credit of the Client's file and may be carried over under Article 16, to the exclusion of any refund and of any other compensation. Neither Party may claim damages from the other on account of an event of force majeure.

Article 18 - Complaints and non-conformity

The Client, or its representative present at the place of delivery, must check the apparent conformity and condition of the foodstuffs at the time of delivery. Any reservation concerning an apparent defect, a visible non-conformity or a shortage must be raised immediately on delivery and confirmed in writing to contact@crozytraiteur.fr within twenty-four (24) hours of delivery.

Given the perishable and immediately consumable nature of the foodstuffs, no complaint concerning the quality, quantity or nature of the foodstuffs may validly be made after that twenty-four (24) hour period, nor where the foodstuffs have been consumed, transformed or stored in non-compliant conditions. The Client keeps the disputed foodstuffs available to Vendora for checking so far as possible.

Every complaint must be reasoned and accompanied by the relevant supporting evidence (photographs, precise description, items not consumed). No complaint may concern items whose inadequacy results from inaccurate, incomplete or late information provided by the Client, in particular as to the number of Guests or dietary constraints.

Where non-conformity is duly established and attributable to Vendora, its liability is limited, at its option, to replacing the non-compliant part where this is materially possible, or to a credit up to the net price of the non-compliant part, which may be carried over under Article 16, to the exclusion of any refund and of any other compensation. A complaint, even a well-founded one, does not relieve the Client of the obligation to pay for the Services that are not disputed and does not suspend the payment of the price.

Article 19 - Warranties, limitation and exclusion of liability

Vendora is subject to an obligation of means in performing the Service. It undertakes to prepare and deliver the foodstuffs in accordance with good practice, with the characteristics described in the Quote and with the applicable regulations. Vendora's warranties are limited to the conformity of the Service with the terms of the accepted Quote; any other warranty, express or implied, not provided for in these GTC, is excluded to the extent permitted by law. Photographs and images of the menus are illustrative and are not contractual, variations in presentation being inherent in the artisanal preparation of the foodstuffs.

Vendora may not be held liable for non-performance or improper performance resulting from an act of the Client, of a third party or from force majeure, and in particular from: inaccurate, incomplete or late information provided by the Client; a lack of access or failure to make the premises available; an error by the Client as to the number of Guests or dietary constraints; non-compliant storage, handling, transformation or consumption of the foodstuffs after delivery; or failure by the Client to observe the instructions and consumption times.

In any event, and to the extent permitted by law, Vendora's total aggregate liability, for all heads of loss combined, in respect of an order, is expressly limited to the net price actually paid by the Client for the Service giving rise to the damage. Vendora is liable only for direct, material and foreseeable damage. All indirect or intangible damage is excluded, and in particular any commercial loss, loss of operations, loss of turnover, loss of customers, loss of image, disruption or damage to reputation.

These limitations and exclusions of liability do not apply in the event of wilful misconduct or gross negligence by Vendora, nor in cases where the law expressly prohibits such a limitation, in particular for personal injury. The Client, as a professional, acknowledges that the price of the Services was determined in the light of this allocation of risk and these limitations of liability, which it expressly accepts.

Article 20 - Insurance

Vendora declares that it has taken out, with a reputable and solvent company, an insurance policy covering its professional civil liability for damage that may be caused in the course of performing its Services. Evidence of this may be provided to the Client on written request.

The Client is solely responsible for taking out and maintaining the insurance needed to cover the risks relating to its own premises, its property, its staff and its Guests, and to hosting the Service on its site. Vendora may not be held liable for damage falling within the Client's sphere of responsibility or insurance.

Vendora's insurance cover applies within the limits, caps, excesses and exclusions of the policy taken out, and without Vendora's liability exceeding the limits set out in Article 19.

Article 21 - Suspension and termination clause

Without prejudice to the automatic termination for non-payment provided for in Article 9, which is not subject to any formal notice, if the Client fails to meet any of its essential obligations, in particular as to information, access or cooperation, Vendora may, after formal notice sent electronically or by post has gone unheeded for a reasonable period, automatically suspend performance of the Service and of any other order in progress, without the Client being able to claim any compensation on that account.

Failing remedy within the time allowed by the formal notice, Vendora may terminate the order automatically, at the Client's exclusive fault, by simple written notification, without prejudice to the application of Article 16, to the immediate payment of all sums due and to any additional damages.

Termination of the order does not affect the clauses which by their nature are intended to survive it, in particular those relating to payment, liability, intellectual property, confidentiality, applicable law and jurisdiction.

Article 22 - Intellectual property

All the elements making up the Site and Vendora's materials, and in particular the "Crozy" trade mark, the names, logos, graphic identity, texts, photographs, images, menu descriptions, recipes, culinary presentations, and the structure and content of the Site, are protected by intellectual property law and remain the exclusive property of Vendora or of its rights holders.

Signing the Quote gives the Client no intellectual property rights over those elements. Any reproduction, representation, adaptation, distribution, exploitation or use, in whole or in part, of those elements, by any process and on any medium, without Vendora's prior written authorisation, is strictly prohibited and constitutes an infringement which may engage the liability of the person responsible.

The Client may not use the "Crozy" trade mark or any distinctive sign of Vendora for advertising, commercial or other purposes without prior written authorisation. Any unauthorised reproduction may give rise to proceedings.

Article 23 - Personal data (GDPR)

In performing the Services and managing the commercial relationship, Vendora processes personal data concerning the Client and its contacts. Vendora, as data controller within the meaning of Regulation (EU) 2016/679 (GDPR) and French Act no. 78-17 of 6 January 1978 as amended, carries out that processing for the purposes of managing quotes, orders, deliveries, payments, invoicing, customer service and compliance with its legal obligations.

Depending on the purpose, that processing is based on performance of the contract or pre-contractual measures, on compliance with Vendora's legal and accounting obligations, and on its legitimate interest in managing and developing its commercial relationship. Any electronic marketing is carried out in compliance with the applicable regulations and with the right of the persons concerned to object.

To carry out that processing, Vendora uses processors providing sufficient guarantees, and in particular: the host Vercel Inc. (United States, standard contractual clauses) for hosting the Site, the provider Neon (Frankfurt region, European Union) for the database, the provider Stripe for payment processing, LWS - Ligne Web Services (France) for routing e-mails, the provider Brevo (France) for sending text messages (SMS) and a provider of software services assisting with the handling of requests and the drafting of quotes and correspondence (United States, transfers subject to appropriate safeguards). Data is kept for the period strictly necessary for the purposes pursued and the applicable legal obligations.

In accordance with the applicable regulations, the Client and the persons concerned have a right of access, rectification, erasure, restriction, objection and portability in respect of their data, as well as the right to give directions concerning what happens to it after their death. Those rights may be exercised with Vendora at contact@crozytraiteur.fr. The persons concerned also have the right to lodge a complaint with the French data protection authority (Commission nationale de l'informatique et des libertés, CNIL).

The detailed arrangements for processing personal data are set out in the privacy policy available on the Site, to which these GTC expressly refer.

Article 24 - Confidentiality and commercial reference

Each Party undertakes to treat as confidential the information, of whatever nature, provided by the other Party or of which it becomes aware in the course of the commercial relationship, and in particular commercial, pricing, technical and organisational information and information relating to the Client's events.

The Parties undertake not to disclose that information to third parties, to use it only for the purposes of performing the Services, and to take the measures necessary to preserve its confidentiality, throughout the relationship and for two (2) years after it ends.

Information which has entered the public domain other than through a breach by a Party, information already known to the receiving Party, and information whose disclosure is required by law, a court decision or a competent authority, is not treated as confidential.

Unless the Client objects in writing, Vendora is authorised to mention the Client's name and logo, and the general nature of the Services provided, as a commercial reference, without disclosing any confidential information.

Article 25 - Assignment and subcontracting

The Client may not assign, transfer or delegate, whether for consideration or free of charge, all or part of the rights and obligations arising from the order without Vendora's prior written agreement. Any unauthorised assignment is unenforceable against Vendora and engages the Client's liability.

Vendora may freely assign or transfer all or part of its rights and obligations under these GTC, in particular in connection with a reorganisation, a contribution, or a sale of the business or activity, the Client being informed of this.

Vendora reserves the right to use, for all or part of the performance of the Services, subcontractors or providers of its choice, under its responsibility and control, without this altering the obligations undertaken towards the Client.

Article 26 - Partial invalidity and severability

If one or more provisions of these GTC were declared void, invalid, unenforceable or deemed unwritten under a law, a regulation or a final court decision, the other provisions would retain their full force and effect.

In such a case the Parties undertake to negotiate in good faith the replacement of the invalidated provision with a valid provision producing equivalent economic and legal effects, or at the very least effects as close as possible to the Parties' original intention.

The invalidity or unenforceability of a clause may not render the whole of the GTC or the order void, unless the clause in question was decisive and essential to a Party's consent.

Article 27 - Entire agreement

These GTC, together with the signed Quote and any special conditions and schedules, express the entire agreement of the Parties concerning the Service. They prevail over any earlier document, exchange, proposal, correspondence or agreement, written or oral, on the same subject.

In the event of a conflict between these GTC and the Quote, the special provisions of the Quote expressly accepted by the Parties prevail, for the points they govern only, over the general provisions of these GTC.

No amendment to these GTC is valid without the written agreement of the Parties. The Client's general terms of purchase or any other document of the Client are expressly excluded and have no effect towards Vendora.

Article 28 - Forbearance and non-waiver

The fact that either Party does not rely at a given time on any provision of these GTC, or tolerates a breach or non-performance by the other Party, may not be interpreted as a waiver of the right to rely later on that provision or to sanction a breach of the same or a different nature.

No forbearance, whatever its duration, frequency or extent, may create an acquired right for a Party or alter the obligations arising from these GTC.

To be valid, any waiver of a right or a provision of these GTC must be set out in writing signed by the waiving Party and is strictly limited to the subject and extent of the waiver so expressed.

Article 29 - Governing law and language

These GTC and all contractual relations between Vendora and the Client are governed by French law, both as to substance and as to form, to the exclusion of any other legislation and of the United Nations Convention on Contracts for the International Sale of Goods.

These GTC are drafted in French. In the event of translation into one or more foreign languages, only the French version is authentic as between the Parties and prevails in the event of a dispute or a difference of interpretation.

These provisions apply without prejudice to any mandatory legal provisions that may apply to that part of the clientele covered by consumer law, it being recalled that these GTC are addressed to an exclusively professional clientele.

Article 30 - Amicable settlement, mediation and jurisdiction

In the event of a dispute concerning the formation, interpretation, performance or termination of these GTC or of an order, the Parties undertake, before any legal action, to seek an amicable solution by sending a written and reasoned complaint to contact@crozytraiteur.fr, and to confer in good faith within a reasonable time with a view to a negotiated settlement.

Although these GTC are addressed to a professional clientele, it is stated, so far as necessary, that a Client which exceptionally had the status of a consumer or a non-professional would have the right to use a consumer mediator free of charge to resolve the dispute amicably, in accordance with Articles L611-1 et seq. of the French Consumer Code, after first sending a written complaint to Vendora; the contact details of the competent mediator would then be provided on request.

Failing an amicable resolution within thirty (30) days of receipt of the written complaint, any dispute concerning this commercial relationship will be submitted, for relations between professionals, to the exclusive jurisdiction of the courts of Paris, within the limits permitted by Article 48 of the French Code of Civil Procedure, notwithstanding multiple defendants, third-party proceedings or counterclaims, including for urgent, protective or ex parte proceedings. This attribution of jurisdiction does not apply where a rule of public policy on jurisdiction prevents it, in particular in relation to a Client having the status of a consumer.

The prior amicable settlement step and the thirty (30) day period provided for in this Article do not apply to the recovery of the price and of the sums owed by the Client, which Vendora may pursue directly, in particular by way of an order for payment or protective measures.