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The company STOKELP (hereinafter the « Seller »), a simplified joint-stock company with a capital of 12,701.30 euros, registered with the Paris Trade and Companies Register under number 902 963 651, with its registered office at 28 rue de la Fontaine au Roi, 75011 Paris, publishes and operates the online sales website accessible at www.stokelp.com (hereinafter the « Site »).

You can reach us by phone at 06.85.11.67.60 or by email at [email protected].

The publication director is Monsieur Tanguy de Cottignies.

The Site is hosted by the company IONOS SARL. B 431 303 775, whose intra-community VAT number is: FR 13 431303775 and located at 7 place de la Gare BP 70109 57201 Sarreguemines Cedex, France, Tel: +33970808911

1. PREAMBLE

The Seller is a wholesaler offering for sale on the Site overstocks of consumable food raw materials, food packaging, and other products related to the agri-food industry (the « Products ») to professionals wishing to acquire, on an ad hoc basis, these overstocks of Products within the framework of their professional activity (the « Buyers »).

These General Conditions govern all sales of Products by the Seller to the Buyer (hereinafter collectively referred to as « the Parties ») made on the Site, to the exclusion of any other document.

2. DEFINITIONS

The terms mentioned below have, in these General Conditions, the following meaning:

• «Buyer»: refers to any natural or legal person accessing the Site and proceeding, in a professional capacity, to the purchase of a Product.
• «Product»: refers to any product offered for sale on the Site.

3. PURPOSE

The Buyer must carefully read and accept these General Conditions before validating an order for Products on the Site. This unreserved acceptance of these General Conditions by the Buyers is materialized by a checkbox during the order placement.

The Seller reserves the right to adapt these General Conditions if circumstances require it. Sales are governed by the General Conditions in their version in force at the moment the order is placed as appearing on the Site.

By checking the box provided for this purpose before finalizing their order, the Buyer acknowledges having read, understood, and accepted the General Conditions without limitation or condition.

4. REGISTRATION PROCEDURE

4.1 Registration

To access the functionalities of the Site, Buyers must create an account by entering a username and associated password.

The following information is required for opening an account:

• a valid email address;
• the company name of the account holder;
• the first and last name of the person in charge of registration and their position in the company;
• their registration number in the Trade and Companies Register;
• their SIRET number;
• their bank details (RIB);
• their postal address;
• a password to identify themselves on the Site;
• their billing details;
• the company's intra-community VAT number;
• an up-to-date bank account statement.

The Buyer guarantees that the data they provide is accurate, sincere, and conforms to reality. Any change in their situation must be updated by them directly on their account. In the event that the Buyer provides inaccurate or outdated information, the Seller may immediately, without notice or compensation, suspend or terminate their account.

5. ORDERS

5.1 Order procedure

The Buyer undertakes to carefully read the Product offers presented on the Site before placing an order.

To do this, the Buyer must select the Product(s) of their choice by clicking on the relevant Product(s) and choosing the desired quantity. Once the Product(s) is/are selected, the Product(s) is/are placed in the Buyer's basket.

Once the Products are selected and placed in their basket, the Buyer must click on the basket and verify that the content of their order is correct.

A new page, containing summary information on the order (Product(s), quantity, unit price, and total price) will be displayed to allow the Buyer to finalize their order.

The Buyer is then redirected to a page inviting them to enter the billing address. The sign (*) will indicate the mandatory fields that must be filled in for the Buyer's order to be processed.

Finally, the Buyer must check the box for acceptance of the General Conditions and re-check the content of their order (including the quantity, the weight if not variable, the caliber if existing and the references of the ordered Products, the billing address and the price) and click on the order validation button.

Once the order is validated, the Buyer will be redirected to a page confirming the order's receipt and processing.

An order confirmation is sent to the Buyer by email to the address provided during their registration.

5.2 Absence of right of withdrawal

Since the Buyer is a professional purchasing within the framework and for the needs of their activity, there is no need to apply the right of withdrawal provided for in article L. 221-18 of the Consumer Code.

6. FINANCIAL CONDITIONS

6.1 Price

The Seller offering food overstocks for resale via an online e-commerce website, the list of Products and their prices vary. The current prices of the products are those displayed on the Site when the Buyer places the Product in the basket. Prices are displayed in euros excluding taxes (HT).

The sale prices of the Products are freely defined by the Seller, in compliance with the laws and regulations in force. They are not subject to price negotiation. No price reduction is granted to Buyers, except in cases offered to all Buyers for a certain period or in case of price reductions that may be granted in the event of non-conformity.

As delivery is not handled by the Seller, any delivery costs are not included in the price of the Products and remain the responsibility of the Buyer. All other costs related to the purchase of the Product, including customs duties, taxes, and other sales taxes, will remain the responsibility of the Buyer.

6.2 Agricultural indicators

The Stokelp Site offers food products for resale to allow agri-food industrialists to valorize their overstocks and thus reduce food waste. The Seller acts in this context as a wholesaler and offers products for sale at a determined price displayed online. The products are purchased on an ad hoc basis by the Seller from professionals based on their available overstock quantities. The Seller therefore does not easily have access to any agricultural indicators used by these suppliers. Buyers make their purchases on an ad hoc basis based on these General Conditions.

6.3 Product Invoicing

An invoice is sent to the Buyer by email to the address provided during their registration. A copy of the invoice is also made available to the Buyer on their user account.

6.4 Payment terms

Payment is made exclusively by bank transfer to the account whose details are specified on the invoice.

The agreed payment period is from the date the Products are made available. Any late payment will result in the application of late payment penalties at three times the legal interest rate and a flat-rate indemnity for collection costs of 40 euros. The Seller may request additional compensation upon presentation of supporting documents. Late payment penalties are due without a reminder being necessary.

Furthermore, any failure to pay an invoice by its due date may result in the immediate suspension of deliveries fifteen (15) days after a prior unsuccessful formal notice.

Within the framework of the integrated payment service, the Seller reserves the right to require the Buyer to pay a deposit in order to validate the order. The deposit paid will be held by the financial services provider in a specific account serving as an escrow account until the completion of the transaction under the conditions described above.

7. DELIVERY

The Seller will make the ordered Products available to the Buyer. The Buyer must arrange for the collection of the purchased Products within the agreed period. Any deadlines for making the Products available for collection mentioned on the Site at the time of purchase are estimations.

The Buyer can organize for the delivery of the Products themselves using their own means. Buyers who wish to do so can also request a quote for the delivery of the Products from one of the delivery partners referenced on the Site, which undertakes to transmit this quote to the Buyer within 48 hours of the Buyer's request.

As the seller does not offer a delivery service but merely connects Buyers with transport providers, the delivery conditions will be determined between the Buyer and the delivery partner.

8. TRANSFER OF OWNERSHIP / TRANSFER OF RISKS

The Seller retains ownership of the goods sold until full payment of their price by the Buyer, in principal and accessories, even in the event of payment terms being granted.

The Buyer is authorized, within the normal operation of their establishment, to resell the goods delivered prior to full payment of the price of the goods. However, they cannot pledge them as security or transfer ownership as security.

In the event of resale, the Buyer undertakes to immediately pay the Seller the remaining part of the price due. In the event of a claim, whatever its origin, the products in stock at the Buyer's premises will be deemed to be the last invoiced and will be recovered up to the amount of unpaid invoices.

The risks related to the Products are transferred to the Buyer at the moment they are made available for collection. Subsequent transport is carried out at the Buyer's own risk.

9. RETURNS

In case of a non-conforming Product, unless the non-conformity was caused after the Products were made available, the Buyer may request a partial or total refund of the order via the Site.

Any claim regarding the Products must be sent within 48 (forty-eight) hours from their availability for collection to the address [email protected]. Beyond this period, they will not be taken into account.

With the exception of non-conforming or defective products, the Seller does not accept returns or exchanges of perishable products, unless specific prior agreement. Any previously accepted return agreement will be subject to a return voucher issued by the Seller.

Any return accepted by the Seller will result in the issuance of a credit note to the Buyer after verification of the unpackaged products. The unpacking and/or repackaging by the Buyer of the delivered products, whatever it may be, constitutes a waiver of any recourse against the Seller.

Regardless of the reason, no return can give rise to compensation or damages in favor of the Buyer.

If applicable, a refund will be made via the integrated Payment Service using the same payment method as that used by the Buyer to place the order.

10. LIABILITY

The Seller's liability cannot under any circumstances be engaged:

• in case of temporary impossibility to access the Site for technical maintenance operations;
• in case of malfunctions or interruptions of transmission networks or Buyers' computer equipment;
• in case of viral attacks;
• in case of abnormal use of the site;
• in case of non-compliance with these General Conditions by the Buyers;

In any event, except in case of gross negligence or bodily injury, the Seller's liability cannot exceed the amount of the related order.

11. PERSONAL DATA

Regarding the processing of personal data carried out on the Site, the Seller refers Buyers to its Privacy Policy.

12. INTELLECTUAL PROPERTY

The systems, software, structures, infrastructures, databases, and content of all kinds (texts, images, visuals, music, logos, brands, database, etc.) operated by the Seller on the Site are protected by all intellectual property rights or database producers' rights in force.

All disassembly, decompilation, decryption, extraction, reuse, copying, and more generally, all acts of reproduction, representation, distribution, and use not expressly authorized by the Seller are strictly prohibited and may be subject to legal prosecution.

13. JURISDICTION AND APPLICABLE LAW

These General Conditions are governed by French law.

In case of dispute regarding the validity, interpretation and/or execution or termination of these General Conditions, the parties agree that the Commercial Court of Paris shall have exclusive jurisdiction, unless mandatory procedural rules dictate otherwise.

14. GENERAL PROVISIONS

No indication, nor any document, can create an obligation not included in these General Conditions if it is not subject to a new agreement between the Parties.

The fact that one of the Parties has not required the application of any clause of these General Conditions, whether permanently or temporarily, cannot under any circumstances be considered as a waiver of the said clause.

If any of the stipulations of these General Conditions were to be declared null and void with regard to a legislative or regulatory provision in force and/or a court decision having the authority of res judicata, it would be deemed unwritten and would not in any way affect the validity of the other clauses, which remain fully applicable.

In the event that a seller cannot take indicators into account for legitimate reasons, it should be considered that this seller could specify in its general terms and conditions the legitimate reasons justifying that the indicators have not been taken into account in the determination of its price (DGCCRF guidelines on taking into account « indicators » in the contractual chain).