TERMS AND CONDITIONS OF SALE
DRH MARKET Sarl
Version 1.0 - Effective Date: January 16, 2026
ARTICLE 1 - DEFINITIONS AND SCOPE
1.1. These Terms and Conditions of Sale (hereinafter "T&Cs") apply to all offers and sales contracts concluded by DRH Market Sarl, a limited liability company registered with the Nîmes Trade and Companies Register under number 792 635 856, whose registered office is located at 100 Route de Nîmes, 30132 Caissargues, France (hereinafter "the Seller" or "the Company"), with any natural or legal person acting in the course of their professional activity (hereinafter "the Customer" or "the Buyer").
1.2. The applicability of the Customer's general terms of purchase is expressly excluded.
1.3. Any derogation from these T&Cs shall only be valid if accepted in writing by the Seller.
ARTICLE 2 - COMMERCIAL OFFERS
2.1. Any commercial offer issued by the Seller is made without commitment and subject to written confirmation, even if it includes an acceptance deadline, unless expressly stated otherwise in writing.
2.2. Notices, information, statements and samples provided by the Seller, in any form whatsoever, are indicative only and do not bind the Seller, unless expressly stated otherwise in the contract.
2.3. Proforma invoices issued by the Seller are valid for a period of forty-five (45) calendar days from their date of issue. After this period, the prices and conditions offered are subject to change without notice.
ARTICLE 3 - CONTRACT FORMATION
3.1. The contract, including any modification or addition, is only considered validly formed after written acceptance by the Seller, except where the Seller has begun execution of the order.
3.2. The contract is formed in writing at the time of signature by the Company's management and by the Customer, or on the date of dispatch (by mail or fax) by the Seller of the written order confirmation signed by its management, or of the Seller's invoice. Promises and arrangements concluded with the Seller's subordinates do not bind the Seller, except with written confirmation from its management.
3.3. The contract represents the entirety and accuracy of the agreed content. The Seller's order confirmation or the Seller's invoice is deemed to accurately represent the content of the agreement, unless the Customer raises an immediate written and substantiated objection.
3.4. The order is only considered definitively accepted upon receipt by the Seller of the duly validated proforma invoice accompanied by proof of payment of the required deposit in accordance with the agreed payment terms.
3.5. Slight variations within the limits of customary tolerances are permitted during contract execution.
3.6. Any unilateral cancellation by the Customer is null and void, except with the express written agreement of the Seller.
ARTICLE 4 - PURPOSE - COMMERCIAL INTERMEDIARY ACTIVITY
DRH MARKET Sarl operates as an export commercial intermediary, specializing in the international distribution of fast-moving consumer goods (FMCG). The Seller acts as an intermediary between manufacturers/suppliers of European brands and international distributors.
4.2. The Seller is not the manufacturer of the products sold. As a commercial intermediary, the Seller undertakes to supply products conforming to the specifications of the original manufacturers, but declines all responsibility for design, manufacturing or intrinsic product conformity defects that fall exclusively under the responsibility of the original manufacturers and brands, subject to mandatory provisions applicable regarding liability for defective products.
4.3. The essential characteristics of the products are presented in proforma invoices, commercial offers and catalogs transmitted to the Customer.
ARTICLE 5 - CONFIDENTIALITY
The Customer undertakes to observe the strictest confidentiality towards any third party concerning all commercial information relating to the Seller that has been communicated to them or of which they have become aware in connection with the offer or contract.
ARTICLE 6 - PRICES
6.1. Prices indicated or agreed by the Seller are exclusive of tax (ET), exclusive of Value Added Tax (VAT) and other taxes and duties, and are based on the delivery conditions mentioned in the following articles.
6.2. Where VAT or other taxes are not payable because the goods are intended for intra-Community delivery or export, these taxes will nevertheless be invoiced but credited if the Customer proves that such delivery has actually taken place.
6.3. The Seller reserves the right to modify indicated or agreed prices in the event of an increase in the prices of goods, raw materials or components to be obtained from third parties, wages, social charges, transport costs, insurance premiums or other cost factors (including exchange rate variations) and taxes (including import and transit duties).
6.4. All ancillary costs (taxes, customs duties, administrative formalities in the destination country, insurance, international transport) are the sole responsibility of the Customer, in accordance with the agreed incoterm.
ARTICLE 7 - PAYMENT TERMS
7.1. Unless expressly agreed otherwise in writing, payment is made exclusively by bank transfer to the Seller's bank account, the details of which are indicated on each proforma invoice.
7.2. The specific payment terms applicable to each transaction (deposit amount, balance payment arrangements) are defined and specified on the proforma invoice provided to the Customer.
7.3. Absolute principle: No goods will leave the Seller's warehouses before effective and full payment of 100% of the total order amount (deposit and balance). This rule applies without exception to all transactions, including in the case of documentary credit which must be confirmed and usable before any loading.
7.4. The Seller does not grant any payment terms after delivery or making available of the goods.
7.5. All payments are made without deduction or set-off, in the currency indicated on the invoice. If the Customer claims to have a claim against the Seller relating to contract execution, they are not exempted from their obligation to pay according to the agreed terms.
7.6. If the Seller has well-founded concerns that the Customer will not fulfill their obligations, the Seller is entitled, at its discretion, to require the Customer to provide sufficient guarantees regarding fulfillment of their payment obligations, before executing or continuing to execute the contract. The Seller is authorized to suspend execution of its obligations until the Customer has provided said guarantees.
7.7. In the event of late payment, without prior notice being necessary, the Customer is automatically in default and must pay late payment interest at the legal rate increased by three times this rate, calculated on the amount due from the date on which payment should have been made at the latest, without prejudice to the Seller's other rights (including the right to compensation for exchange losses).
7.8. In the event of late payment, the Customer automatically owes a fixed compensation of 40 euros for recovery costs, in accordance with Article D. 441-5 of the Commercial Code. Where recovery costs incurred exceed the amount of this fixed compensation, the Seller may request additional compensation upon presentation of supporting documents. All other judicial and extrajudicial costs incurred by the Seller remain the responsibility of the Customer.
ARTICLE 8 - DELIVERY AND DEADLINES
8.1. Unless expressly agreed otherwise in writing, delivery is made according to the incoterm "Ex Works" (EXW) from the Seller's logistics warehouses located in France. The interpretation of delivery conditions is determined by the most recent edition of Incoterms® published by the International Chamber of Commerce in force at the time of contract conclusion (currently Incoterms® 2020).
8.2. The delivery period begins to run at the latest on the date of contract conclusion or on the date on which the Seller has all the documents, information, authorizations, exemptions, approvals necessary for delivery of the goods, or on the date of receipt by the Seller of advance payment or provision of a guarantee.
8.3. The delivery period is based on circumstances applicable at the time of contract conclusion and on timely delivery of materials and goods ordered by the Seller for contract execution. In the event of delay resulting from changes in these circumstances or from the fact that materials and/or goods ordered in a timely manner have not been delivered on time, the delivery period is extended by a reasonable duration taking into account all circumstances.
8.4. The delivery date of goods is the moment when the goods, except for non-essential parts, are ready to be shipped and the Seller has informed the Customer thereof, or the moment when the goods have left the Seller's premises to be transported to the Customer.
8.5. The Seller is authorized at any time to make partial deliveries, unless expressly agreed otherwise.
8.6. The delivery date is not considered a firm date, unless expressly agreed otherwise. In the event of attributable exceedance of the delivery date, prior notice is always required. The Customer cannot derive any rights from the attributable exceedance of the delivery date insofar as a period of three (3) months is not exceeded.
8.7. If the Seller is late compared to the delivery date, the Customer is only entitled to contract termination. In this case, amounts paid in advance are refunded, without interest compensation however.
ARTICLE 9 - AVAILABILITY PERIODS AND STORAGE
9.1. Goods are made available to the Customer in the designated warehouse for a period of seven (7) calendar days from the availability notification sent by the Seller.
9.2. Beyond this period and in the absence of actual collection of goods by the Customer or their carrier, daily storage fees per pallet will be invoiced to the Customer according to rates communicated in the logistics offer or proforma invoice.
9.3. In case of exceedance of the availability period greater than thirty (30) calendar days without written justification accepted by the Seller, an additional fixed penalty per pallet will be applied in addition to daily storage fees.
9.4. In the event of failure to collect perishable products within the specified period, the Seller reserves the right to destroy deteriorated goods at the Customer's expense, without being liable for any compensation. Destruction costs will be invoiced to the Customer.
ARTICLE 10 - TRANSPORT
10.1. In all cases and whatever the agreed delivery condition, the Seller is entitled to have goods transported, including unloading, at the Customer's expense and risk, according to a mode determined by the Seller and using means of transport chosen by the Seller. When transport is organized by the Seller at the Customer's request or for operational convenience, the Seller acts exclusively as the Customer's agent, without transfer of responsibility or risks beyond making goods available in accordance with the agreed incoterm.
10.2. The Seller is not responsible for (the Customer's use of) documents (provided by the Seller) for transporting goods to the destination.
10.3. At the Seller's first request, the Customer provides all necessary guarantees for documents necessary for transporting goods to the destination.
10.4. If circumstances beyond the Seller's control prevent transport of goods to the agreed location or if the Customer fails to take delivery of goods, the Seller has the right, at its choice, either to take back the products, or to store goods (or have them stored) at the Customer's expense and risk. All return and storage costs are the responsibility of the Customer, who is further required to fulfill their obligations towards the Seller as if delivery had taken place.
ARTICLE 11 - PACKAGING
11.1. Single-use packaging is not taken back by the Seller. The Seller has the right, at its choice, to take back or not take back multi-use packaging.
11.2. The Seller has the right to invoice the Customer for multi-use packaging as a separate item on the invoice, with the delivered goods.
11.3. In cases referred to in paragraph 2 of this article, the Seller sends a credit note crediting the Customer with the amount invoiced for packaging returned to the Seller at the Customer's expense upon receipt of said packaging, unless returned packaging is in a condition inferior to that at the time of acceptance by the Customer, in which case the credited amount is reduced accordingly.
11.4. Damage to goods caused by destruction or damage to packaging is always at the Customer's risk.
ARTICLE 12 - TRANSFER OF RISKS AND RETENTION OF TITLE
12.1. The Customer bears the risk of all direct and indirect damage that may be caused to goods, immediately after goods are considered delivered in accordance with Article 8.
12.2. The Seller retains ownership of all delivered goods until full payment of all claims owed by the Customer for goods delivered or to be delivered by the Seller to the Customer under any contract, as well as for any failure in execution of these contracts by the Customer.
12.3. The Customer is required to store goods delivered subject to retention of title with necessary care and to store them as identifiable property of the Seller. The Customer is further required to insure goods against damage or loss, whatever the cause, during the retention of title period. Said insurance designates the Seller as (co-)insured with an independent claim right towards the insurer(s), and the Customer makes policies of these insurances available to the Seller for inspection upon request.
12.4. The Seller is entitled to immediately take back without prior notice all goods delivered subject to retention of title that are still present at the Customer's premises in case of Customer failure to execute their obligations. The Customer irrevocably authorizes the Seller to exercise this right of recovery to the extent necessary.
12.5. If and to the extent that the Seller has exercised its right of recovery referred to in the previous paragraph, the contract is terminated in whole or in proportional part without judicial intervention, without prejudice to the Seller's right to compensation for damages and costs. The Customer is then credited with the market value (which can in no case be higher than the initial purchase price), reduced by damages suffered and costs incurred by the Seller.
12.6. The Customer operating their professional activity is authorized, within the framework of their commercial operations, to sell and deliver to third parties goods that have been delivered to them subject to retention of title. In case of such sales, the claim owed by the Customer to the Seller concerning goods resold by the Customer becomes immediately and fully due, insofar as said claim was not already due.
12.7. The Customer is always required to inform third parties of the Seller's retention of title. Furthermore, the Customer is required to inform the Seller of the location of goods and of the person or company to which said goods have possibly been sold, if the Seller so requires.
ARTICLE 13 - SAMPLES
The Customer has the right to request the Seller to make available one or more samples of goods before delivery. If the Customer refrains from doing so, they are considered to accept in advance the quality and condition of goods.
ARTICLE 14 - COMPLAINTS
14.1. Complaints can only concern quantity, weight or specifications, as well as non-conformity of delivered goods with samples made available by the Seller.
14.2. The Customer checks goods immediately at the latest upon arrival.
14.3. Any complaint concerning defects observable during inspection of goods, as well as complaints relating to quantity, weight or specifications, must be made in writing within twenty-four (24) hours following delivery, with a complete description of alleged defects, failing which any complaint in this regard will be inadmissible.
14.4. Any complaint concerning other defects must be made in writing within twenty-four (24) hours following their discovery, with a complete description of alleged defects, but at the latest within three (3) months following delivery, failing which any complaint in this regard will be inadmissible.
14.5. Any Customer complaint concerning delivered goods will also be inadmissible if:
a. the contract concerns delivery of second-hand or damaged goods;
b. goods have been transformed or goods are no longer (or are no longer) identifiable as coming from the Seller;
c. defects are (also) caused by normal wear and tear, treatment, inexpert and/or incorrect use and/or storage or maintenance of goods;
d. the Customer has not immediately given the Seller the opportunity to investigate complaints and fulfill its obligations;
e. the Customer has not fulfilled, not on time or not sufficiently, an obligation incumbent upon them.
ARTICLE 15 - WARRANTIES AND SELLER'S LIABILITY
15.1. Limitation of liability - Commercial intermediary: The Seller, acting as commercial intermediary, is only responsible for defects or non-conformities directly attributable to them in the context of their intermediary activity (referencing error, storage defect under their custody, etc.).
15.2. Manufacturers' liability: All design, manufacturing, intrinsic product quality, compliance with applicable standards, or product safety defects fall under the exclusive responsibility of original manufacturers and brands. The Customer acknowledges that the Seller cannot be held responsible for failures, product recalls, regulatory non-compliances or any other problem related to product design or manufacturing, subject to mandatory provisions of product liability law. In the event that the Seller's liability were to be retained regarding intrinsic product quality, it would be capped at the amount of the order concerned.
15.3. In case of defect attributable to the manufacturer, the Seller undertakes to assist the Customer, to the extent reasonable, in exercising their direct recourse against the manufacturer or brand concerned, but cannot substitute for them in executing their warranty obligations.
15.4. Concerning parts and/or goods obtained from third parties that have not been processed by the Seller, the Customer can only assert their rights against the Seller to the extent that the Seller can in turn assert rights against its supplier. If this is the case, the Seller is in any event discharged vis-à-vis the Customer by transferring its rights vis-à-vis its supplier to the Customer.
15.5. Without prejudice to provisions of previous paragraphs of this article, in case of justified complaints presented within deadlines, the Seller is only required, at its choice, to repair goods, make a new delivery or credit the Customer for defective goods. These T&Cs apply without reservation to any new delivery.
15.6. The Seller's liability under the contract is limited to execution of obligations described in the contract and in this article.
15.7. The Seller's liability never covers commercial damages or any other indirect damage.
15.8. In any event, the Seller's total liability, all damages combined, cannot exceed the amount of the order concerned.
ARTICLE 16 - CUSTOMS AND REGULATORY COMPLIANCE ON IMPORT
16.1. Products sold by the Seller comply with French and European regulations in force at the time of their making available on French territory.
16.2. The Customer is solely responsible for ensuring that ordered products comply with regulations applicable in the final destination country, particularly regarding health standards, labeling, certification, product registration and any other local requirement.
16.3. The Customer is solely responsible for obtaining all licenses, authorizations, registrations and other formalities necessary for import, marketing and use of products in the destination country.
16.4. The Seller cannot be held responsible in case of customs blockage, refusal, destruction, seizure or any other measure taken by destination country authorities due to product non-compliance with applicable local regulations.
16.5. The Customer undertakes to indemnify and guarantee the Seller against any claim, action, cost, damage or loss resulting from product non-compliance with destination country regulations.
ARTICLE 17 - INTERNATIONAL SANCTIONS AND EMBARGOES
17.1. The Seller strictly complies with international sanctions enacted by the European Union, United Nations, United States of America (OFAC) and any other applicable jurisdiction.
17.2. The Customer declares and guarantees that they are not established in a country under embargo or international sanctions, that they do not appear on any sanctions list (notably EU, UN or OFAC lists), and that ordered products are not intended to be delivered, directly or indirectly, to a country under embargo or to an entity subject to sanctions.
17.3. The Seller reserves the right to suspend or immediately cancel, without notice or compensation, any order or delivery in case of reasonable doubt regarding compliance with applicable international sanctions, or in case of modification of sanctions regimes making contract execution illegal or contrary to the Seller's obligations.
17.4. In case of suspension or cancellation for this reason, the Seller cannot be held liable for any damage, and amounts already paid will be refunded to the Customer after deduction of costs incurred by the Seller.
ARTICLE 18 - TRACEABILITY, LOT NUMBERS AND DURABILITY DATES
18.1. Delivered products bear lot numbers and minimum durability dates (DDM) or use-by dates (DLC) affixed by original manufacturers. The Seller guarantees that delivered products have a reasonable residual shelf life at the time of making available, unless specifically agreed otherwise in writing.
18.2. The Customer is solely responsible for product management after their making available, particularly regarding compliance with storage, transport and marketing conditions allowing preservation of product quality and safety until final consumption.
18.3. The Seller cannot be held responsible for consequences of late resale, distribution or use of products by the Customer or subsequent distributors, provided that durability dates were compliant at the time of making available.
18.4. In case of product recall initiated by the manufacturer or competent authorities, the Customer undertakes to cooperate fully with the Seller to ensure product traceability and implementation of necessary corrective measures. The Customer notably undertakes to communicate without delay to the Seller any information in their possession concerning location and distribution of concerned products.
ARTICLE 19 - GOODS RETURNS
It is not permitted to return goods delivered by the Seller without prior written consent from the Seller. If returns are made, they are always at the sender's expense and risk.
ARTICLE 20 - PRODUCT AVAILABILITY
20.1. Orders are honored within the limits of available stocks.
20.2. In case of total or partial unavailability of ordered products after order acceptance, the Seller undertakes to inform the Customer as soon as possible and to propose, as appropriate, a substitute product of equivalent quality and price, a refund of amounts paid for unavailable products, or partial delivery with total price adjustment.
20.3. If, due to circumstances beyond the Seller's control, delivery of ordered products cannot be made within three (3) months from the order date, the Customer may, upon written request, obtain cancellation of their order and full refund of amounts paid, without being able to claim any compensation whatsoever.
ARTICLE 21 - FORCE MAJEURE
21.1. The term force majeure in these conditions designates any circumstance beyond the Seller's control, foreseeable or not at the time of contract conclusion, which permanently or temporarily prevents contract execution, and, to the extent they are not already included, war, danger of war, civil war, riots, strikes, employee lockout, freight problems, fire, weather conditions preventing work and other interruptions of Seller's operations or Seller's suppliers' operations, as well as failure of Seller's suppliers.
21.2. In case of prevention of contract execution due to force majeure, the Seller has the right, without judicial intervention, either to suspend contract execution for a maximum duration of three (3) months, or to totally or partially dissolve contract execution, without the Seller being required to pay any compensation.
ARTICLE 22 - CUSTOMER DEFAULT
In cases provided by law, as well as in case where the Customer does not fulfill, not on time or not sufficiently, one or more obligations arising for them from the contract, including provisions of these T&Cs, or in case there is serious doubt about the Customer's capacity to fulfill their contractual obligations towards the Seller, as well as in case of bankruptcy, suspension of payments, total or partial work stoppage, liquidation, transfer or pledging of the Customer's business, including transfer or pledging of a significant part of their claims, and furthermore in case of pre-judgment or execution seizure of Customer's property, the Seller has the right, without notice or judicial intervention, either to suspend contract execution for a maximum duration of three (3) months, or to partially or totally dissolve the contract, without being liable for any compensation or guarantee, and without prejudice to its other rights.
ARTICLE 23 - SUSPENSION AND DISSOLUTION - CONSEQUENCES
23.1. In case of suspension of its obligations by the Seller, the latter is authorized, and obliged at the end of the suspension period, to opt for execution or complete or partial dissolution of the contract.
23.2. In case of suspension or partial dissolution under the provision of the previous article, the agreed price becomes immediately due, after deduction of costs not incurred by the Seller due to suspension or partial dissolution. In case of partial dissolution, the Customer is further required, after payment of the amount due under the previous sentence, to take possession of goods covered by this payment, failing which the Seller has the right to have these goods stored at the Customer's risk and expense, or to have them sold at their expense.
23.3. If the Customer returns goods they have received from the Seller after contract dissolution, said return of goods is always at the Customer's risk and expense, until said goods have been taken into possession by the Seller.
ARTICLE 24 - INTELLECTUAL PROPERTY
All commercial documents, offers, catalogs, visuals and other communication media of the Seller remain its exclusive property and are protected by intellectual property rights in force. The Customer is prohibited from any reproduction, representation, distribution or exploitation, total or partial, of these documents without written and prior authorization from the Seller.
ARTICLE 25 - PERSONAL DATA PROTECTION
In accordance with the General Data Protection Regulation (GDPR) 2016/679 of April 27, 2016 and the Data Protection Act of January 6, 1978 as amended, the Customer's personal data collected by the Seller is necessary for order management and contract execution.
Legal basis for processing: Execution of the commercial contract concluded between the Seller and the Customer.
Retention period: Personal data is retained for the duration of the commercial relationship and for a period of ten (10) years from the end of the commercial relationship, in accordance with applicable legal accounting and tax obligations.
Recipients: This data is intended for exclusive use by the Seller and its technical service providers (logistics providers, carriers, IT service providers) strictly necessary for contract execution. Data will in no case be sold to third parties for commercial purposes.
Rights of data subjects: The Customer has a right of access, rectification, erasure, limitation of processing, portability and objection to processing of their personal data, which they can exercise by sending a written request accompanied by a copy of identity document to the Seller's registered office address or by email to contact@drhmarket.com.
Right to lodge a complaint: The Customer also has the right to lodge a complaint with the Commission Nationale de l'Informatique et des Libertés (CNIL), the competent supervisory authority for personal data protection in France (www.cnil.fr).
ARTICLE 26 - GENERAL PROVISIONS
26.1. If one or more stipulations of the contract, including stipulations of these T&Cs, are null or become legally invalid, other provisions of the contract remain in force. The parties will consult on stipulations that are null or have become legally invalid, in order to establish an alternative arrangement.
26.2. If one or more stipulations of the contract, including stipulations of these T&Cs, are in conflict with mandatory provisions enacted or to be enacted by a competent authority, these latter provisions are deemed to replace concerned stipulations of the contract.
ARTICLE 27 - APPLICABLE LAW AND COMPETENT JURISDICTION
27.1. The contract, as well as all subsequent agreements arising from or resulting from it, are governed and interpreted in accordance with French law, with the exception of provisions of the Vienna Convention on Contracts for the International Sale of Goods or any other future international regulation on the purchase of movable goods whose applicability may be excluded by the parties.
27.2. For any dispute relating to the contract or to subsequent agreements arising from or resulting from it, the competent court of the Seller's registered office location (Nîmes, France) has sole jurisdiction in first instance, unless the Seller explicitly opts for jurisdiction of the court of the Customer's domicile or place of establishment.
In case of dispute, the parties undertake to seek, prior to any legal action, an amicable solution through direct negotiation.
ARTICLE 28 - MODIFICATION OF TERMS AND CONDITIONS OF SALE
The Seller reserves the right to modify these Terms and Conditions of Sale at any time. The applicable T&Cs are those in force on the date of order placement by the Customer.