General Terms and Conditions of Sale

These General Terms and Conditions of Sale (hereinafter "GTCS") govern all commercial relations between Nouryla SAS, a simplified joint-stock company with capital of EUR 50,000, registered with the Versailles Trade and Companies Register under number 810 670 471, whose registered office is at 25-32 Avenue des Frères Lumières, 78190 Trappes (hereinafter "Nouryla" or "the Seller"), and any professional customer (hereinafter "the Customer" or "the Buyer") placing an order for fresh vacuum-packed fries (Kroustis brand) or industrial brioche breads (Noblépis brand).

Any order implies the Customer's unreserved acceptance of these GTCS. These conditions prevail over any other document issued by the Customer, including its own general purchase conditions, unless otherwise agreed in writing in advance by Nouryla.

Nouryla is a French semi-industrial manufacturer specialized in the manufacture and B2B sale, without freezing or deep-freezing, of the following products:

• Kroustis brand: fresh vacuum-packed fries, 11x11 cut, 10 kg bag, 7-day shelf life (12-15 days under MAP project), 2 references (Rustik with skin, Authentik without skin).
• Noblépis brand: industrial brioche breads (Provençal, Royal, Gourmet, Potatoes Buns, Mini Burger, Philly, Hot-Dog, Tregel, Black Burger, Lobster), pack of 30 units, 3-day shelf life, 100% French origin (Grands Moulins de Paris).

The products are described and presented as accurately as possible on our commercial materials (catalogues, technical sheets, nouryla.fr website). Photographs and illustrations have no contractual value. Nouryla reserves the right to modify the composition, packaging or presentation of its products at any time, subject to compliance with applicable standards.

Storage conditions: mandatory storage between 0 °C and 4 °C until the use-by date indicated on the packaging.

Orders may be placed via the OrderLion application (recommended channel, handling approximately 70% of flows), by email, by telephone or by any other means agreed between the parties.

Order cut-off: 5:00 PM. Any order validated before 5:00 PM is delivered the next day (D+1). Any modification or cancellation after 5:00 PM results in full invoicing of the order.

Any order is firm and final upon validation by Nouryla. The Seller reserves the right to refuse or cancel any order in the event of an unresolved prior dispute, anomaly in the order or legitimate reason.

Minimum purchase amounts excluding tax, varying by delivery zone, may apply and will be specified in the special sales conditions.

Prices are quoted in euros excluding tax (HT) on our quotes and pricing catalogues. Applicable VAT will be added at the rate in force on the day of invoicing.

Price changes: Nouryla reserves the right to modify its prices subject to a 7-day notice. In the event of raw material variations exceeding 10%, the notice is extended to 15 days.

Payment terms:

• Payment is made exclusively by SEPA direct debit, on the due dates mentioned on the invoice.
• For new customers, signing a SEPA direct debit mandate is mandatory before the first delivery.

Late payment penalties: Any late payment automatically triggers late payment penalties equal to 3 times the legal interest rate in force, as well as a fixed recovery cost compensation of 40 euros (Article L.441-10 of the French Commercial Code). Nouryla also reserves the right to suspend ongoing deliveries.

Retention of title: Nouryla retains ownership of the delivered products until full payment by the Customer.

Deliveries are made to the address indicated by the Customer at the time of ordering, in Île-de-France and neighboring regions via Nouryla's internal fleet (5 vehicles under 3.5 t), and nationwide via partner STEF.

Lead times and slot: D+1 delivery for any order validated before the 5:00 PM cut-off. Deliveries take place during night or early morning slots to guarantee product freshness.

Cold chain: Products are transported in buffer cold rooms at 2-4 °C. The Customer must ensure storage between 0 °C and 4 °C from receipt and until the use-by date.

Risk transfer: Risk transfer takes place when the products are handed over to the carrier, unless otherwise stipulated. The Customer is required to check the condition of products on receipt and to formulate any motivated reservation with the carrier within the legal time limits (Article L.133-3 of the French Commercial Code).

Transport and logistics costs are invoiced in addition, unless otherwise stated on the quote.

Products marketed by Nouryla comply with French and European standards in force in the food sector (EC Regulation No. 178/2002). Nouryla applies the HACCP method with critical control points (CCP) on each production line, and guarantees full traceability (each potato big bag has a unique identifier, each fries delivery note is associated with an exact potato batch).

Claims: Any claim relating to a non-compliance, an apparent defect or a damaged product must be notified to Nouryla in writing (email to commercial@freshdistrib.fr or registered letter) within 48 hours of receipt of the products, accompanied by the necessary supporting documents (photos, batch numbers, delivery note).

After verification, Nouryla will, at its discretion, replace or refund the defective products. Products returned without prior agreement from Nouryla will not be accepted.

The warranty does not cover damage resulting from inadequate storage, improper use or non-compliance with the storage conditions indicated on the packaging or product technical sheet.

Nouryla's liability cannot be engaged beyond the value of the order concerned. Under no circumstances may Nouryla be held liable for indirect damages, such as loss of revenue, loss of clientele, image damage or loss of profits.

Nouryla is released from all liability in cases of force majeure as defined by Article 1218 of the French Civil Code, in particular in the event of natural disaster, pandemic, war, strike, raw material supply disruption, fire, or any other circumstance beyond Nouryla's reasonable control.

The Customer is solely responsible for the use it makes of the purchased products and for their compliance with applicable regulations in its sector of activity and country of final destination.

All trademarks, logos, trade names, patents, drawings, models, technical sheets, recipes, manufacturing processes and any other element of intellectual property belonging to Nouryla remain its exclusive property.

Any reproduction, representation, exploitation or use, in whole or in part, of these elements without the prior written authorization of Nouryla is strictly prohibited and constitutes infringement punishable under the French Intellectual Property Code.

As part of the commercial relationship, Nouryla is required to collect and process personal data relating to the Customer's representatives and employees, in accordance with the General Data Protection Regulation (GDPR) and the French Data Protection Act.

For more information on the processing of your personal data and the exercise of your rights, please consult our Privacy Policy.

These GTCS are governed by French law. In the event of a dispute relating to the interpretation, execution or termination of these terms, the parties undertake to seek an amicable solution within 30 days.

Failing amicable settlement, the dispute will be submitted to the exclusive jurisdiction of the Commercial Court of Versailles, notwithstanding plurality of defendants or warranty claims, including for emergency or interim proceedings, summary proceedings or by petition.