**1. PREAMBLE**
The SEMBRANCHERWATER.com website is an e-commerce platform operated by THE EURO – IMPEX IBC SA (with license given by S.E.E.M.S. SA, 82 route du Grand Saint Bernard – 1933 Sembrancher – Switzerland), headquartered at 9440 Santa Monica Blvd, Ste: 301 Beverly Hills, CA. 90210 USA. Its purpose is to facilitate the distribution of various beverages (alcoholic and non-alcoholic) as well as yeast-based food products and other related items to consumers.
**2. OBJECT**
These General Terms and Conditions of Sale aim to define the technical, legal, and financial conditions under which THE EURO – IMPEX IBC provides its consumer customers with the Order, in exchange for payment of the price mentioned within the Order Confirmation.
**3. DEFINITIONS**
Buyer: Internet user placing an Order on the Site. Order: Set of Products that the Buyer wishes to order on the Site. Order Confirmation: Document summarizing the essential information of the Order sent by THE EURO – IMPEX IBC to the Buyer as soon as possible upon receipt of the Order from the latter. Internet user: any person who connects to the Site to view the offered Products, potentially a Buyer. Cart: Products selected by the Buyer for the Order. Products: beverages and food products and others presented on the Site. Site: website operated by THE EURO – IMPEX IBC, accessible at the following address: www.SEMBRANCHERWATER.com
**4. CONTRACTUAL DOCUMENTS**
The contractual documents are, in descending order of priority: These General Terms and Conditions of Sale; The Order Confirmation; The Order; In case of contradiction between two documents above of different ranks, the provisions contained in the document of higher rank will prevail to resolve the existing interpretation conflict. Unless expressly agreed otherwise between the Parties, all other documents are excluded from the contractual documents, including documents emanating from the Buyer.
**5. ENTRY INTO FORCE – DURATION**
The General Terms and Conditions of Sale applicable to the Order are those online at the date of the Order and remain so for the entire duration necessary for its execution. THE EURO – IMPEX IBC reserves the right to modify its General Terms and Conditions of Sale at any time, which the Buyer declares to accept.
**6. ORDER**
**6.1. ORDER FORMALIZATION**
Orders are placed by the Buyer directly on the Site. The Buyer who wishes to place an Order must follow the following procedure: – Product Selection: The Buyer selects the Product(s) he wishes to order through the corresponding thumbnails and add(s) them to his Cart. The Buyer reads the General Terms and Conditions of Sale applicable to the Order and to his status as a consumer. – Cart Content Verification: The Buyer verifies the content of his Cart, its total price, and validates it by clicking on the corresponding button. The Buyer selects his payment method and, if applicable, the information necessary for the use of the payment method. Until this final validation, the Buyer will have the opportunity to return to the previous pages and correct and/or modify his Order and/or the information previously provided. – Payment method confirmation: The Buyer indicates the information necessary for the use of his payment method.
**6.2. ORDER CONFIRMATION**
The Order placed by the Buyer will only be validated after Confirmation of Order addressed by THE EURO – IMPEX IBC to the Buyer by email as soon as possible, summarizing the content of the Order, in particular: the reference, description, and quantities ordered, the unit price including VAT per item, the amount of shipping costs, VAT, the total amount of the transaction, the billing address, and the delivery address (if different from the billing address). This Order Confirmation will have the effect of validating the content of said Order in whole or in part with regard to available stocks and will trigger payment activation. By keeping this email and/or printing it, the Buyer has proof of his order from THE EURO – IMPEX IBC. THE EURO – IMPEX IBC reminds that, in accordance with the law concerning the protection of consumer health regarding foodstuffs and other products, the sale of any beverage or product with an acquired alcoholic strength exceeding 0.5% is prohibited to individuals under sixteen years of age. This prohibition is extended to individuals under 18 years of age regarding strong alcohols. In any case, alcohol abuse is dangerous for health. It should be consumed in moderation. Therefore, THE EURO – IMPEX IBC reserves the right to verify the Buyer’s age before any Order Confirmation. THE EURO – IMPEX IBC has the possibility to refuse, cancel, or limit an Order in the following cases: the Buyer does not have the required age to consume the ordered Products or does not justify authorization given by a person with parental authority allowing him to formalize an Order, the quantities of Products ordered are not in accordance with those authorized within the framework of an Order placed by a consumer.
**7. PRODUCT CHARACTERISTICS OF THE EURO – IMPEX IBC**
THE EURO – IMPEX IBC has posted on the Site the characteristics of the Products it distributes, allowing the Internet user to fully understand them and make an informed choice regarding the Products he wishes to order. The characteristics of the Products mentioned on the Site of THE EURO – IMPEX IBC may be subject to modifications as long as they do not concern essential characteristics: for the Buyer,
**8. PRODUCT AVAILABILITY**
The Products are offered as long as they are visible on the Site and within the limits of available stocks. In case of unavailability of a Product, it will be indicated to the Internet user either its withdrawal from sale or the period within which it is likely to be available. In case of unavailability of a Product discovered after the Buyer has placed the Order, the latter will be informed by email as soon as possible and may opt for replacement with an equivalent product or the refund of the unavailable Product.
**9. DELIVERY**
The Order will be delivered to the delivery address indicated by the Buyer. The maximum delivery time is thirty (30) days from the Order Confirmation, unless a specific stipulation is indicated to the Buyer before placing the Order or in cases where the Products are distributed under a specific status. In this case, THE EURO – IMPEX IBC will inform the Buyer of the applicable maximum delivery date. Deliveries will be made by a carrier designated by THE EURO – IMPEX IBC. A tracking number will be sent to the Buyer by email. Upon delivery, the Buyer must check the delivered Order and make any reservations and claims that appear justified to him (for example: damaged package, already opened…). THE EURO – IMPEX IBC reminds that the transfer of risks concerning the Products occurs when the Buyer physically takes possession of the Products directly or through a third party other than the carrier.
**10. PRICE**
The prices practiced are those in effect on the day of validation of the Order by the Buyer. All prices are indicated in USD, all taxes included. Products are delivered in the USA and Canada. The Buyer is informed that, without payment of these duties, the Products he has ordered may be blocked at customs. It is reminded that these Orders are the sole responsibility of the Buyer both in terms of import declarations and payment of various taxes and duties to the competent authorities and/or organizations of the importing country.
**11. PAYMENT**
Payments are made exclusively by using the following means of payment: bank cards and PAYPAL. The Buyer’s bank account will be debited after confirmation of agreement by the bank payment center. The Products remain the property of THE EURO – IMPEX IBC until full payment of the price by the Buyer. THE EURO – IMPEX IBC reserves the right to refuse to deliver the Order if the Buyer does not fulfill his payment obligation.
**12. SECURITY**
The Site is subject to the following 3D secure security system.
**13. WITHDRAWAL**
**13.1. RIGHT OF WITHDRAWAL**
The Buyer has the right to withdraw without giving any reason within a period of fourteen (14) clear days, counted from the day the Buyer, or a third party other than the carrier, physically takes possession of the Product(s). If the Order concerns several Products delivered separately or a product composed of multiple lots whose delivery is staggered, the withdrawal period begins on the day of receipt of the last Product or lot. The Buyer exercises his right of withdrawal by a clear written declaration addressed to THE EURO – IMPEX IBC: either by postal mail in the form of a registered letter with acknowledgment of receipt (LRAR) to the following address: THE EURO – IMPEX IBC SA9440 Santa Monica Blvd, Ste: 301 Beverly Hills, CA. 90210 USA, or by electronic means via the Site at the following address: client@sembrancherwater.com If the Buyer uses this option, THE EURO – IMPEX IBC will send him an acknowledgment of receipt by email confirming the withdrawal. The withdrawal period is deemed respected as soon as the Buyer has transmitted his intention to withdraw before the expiry of the withdrawal period. The right of withdrawal applies even if the product is on sale or clearance.
**13.2. EFFECTS OF WITHDRAWAL**
In case of withdrawal, THE EURO – IMPEX IBC refunds to the Buyer all payments received from him (except for any additional costs resulting from the fact that the Buyer has chosen, if applicable, a delivery method other than the less expensive standard delivery method offered by THE EURO – IMPEX IBC) without undue delay and, in any case, within fourteen (14) days of receipt by THE EURO – IMPEX IBC of the withdrawal decision. THE EURO – IMPEX IBC will proceed with the refund by crediting the same means of payment used by the Buyer for the initial transaction, unless the Parties expressly agree on a different means; in any case, this refund will not incur any costs for the Buyer. THE EURO – IMPEX IBC may defer the refund until it has received the Products. The Buyer must return the Products to THE EURO – IMPEX IBC without undue delay and, in any case, no later than fourteen (14) days after communicating his withdrawal decision, to the following address: THE EURO – IMPEX IBC SA9440 Santa Monica Blvd, Ste: 301 Beverly Hills, CA. 90210 USA. If THE EURO – IMPEX IBC has not received the Products within the above-mentioned period, it is deemed respected if the Buyer has returned them before the expiry of the fourteen (14) day period. The Buyer must bear the direct costs of returning the Products. Given the nature of the Products, and for reasons related to hygiene and food safety, only unopened Products can be returned in their original packaging, properly protected, and in perfect resale condition. THE EURO – IMPEX IBC reserves the right to refuse any Product that does not meet the above conditions. This withdrawal will result in the cancellation of any promotional benefits associated with the Order, which the Buyer may have benefited from during the purchase. Note: as long as the Products are in his possession, the Buyer is responsible for their security.
**14. WARRANTY**
The Products benefit from the legal warranty of conformity resulting from articles 1649bis to 1649 octies of the civil code concerning consumer protection in case of sale of consumer goods as well as the warranty for hidden defects provided for in articles 1641 to 1649 of the civil code. When the Buyer acts under the legal warranty of conformity: He has a period of 2 years from the delivery of the Product to act for non-compliance, any action on this basis cannot be brought more than one year after the discovery of the defect. He may benefit from the replacement of the Product considered non-compliant provided that it is possible. Failing that, THE EURO – IMPEX IBC undertakes to contact the Buyer in order to reach an amicable agreement to compensate for the impossibility of replacement. If the Buyer alleges non-compliance of a Product, he may return it to the following address: THE EURO – IMPEX IBC SA9440 Santa Monica Blvd, Ste: 301 Beverly Hills, CA. 90210 USA On the Buyer’s request, any return costs will be refunded to him based on standard rates. The dispatch of the replacement Product is at the expense of THE EURO – IMPEX IBC.
**15. LIABILITY**
In the context of the performance of its obligations under these, THE EURO – IMPEX IBC is subject to an obligation of means. THE EURO – IMPEX IBC is liable, according to the rules of common law, for direct damages caused to the Buyer in the performance of the order. THE EURO – IMPEX IBC will in no event be liable for indirect losses that may result from the execution of the Order, regardless of the legal basis invoked. It is expressly agreed that any action or claim formalized against the Buyer by a third party constitutes indirect damage and, as such, does not entitle to compensation. Similarly, THE EURO – IMPEX IBC cannot be held responsible for the consequences of improper use of the Products by the Buyer, including use other than that provided for within the framework of the Order. Notwithstanding the foregoing, the Parties undertake to take all necessary measures to limit losses/damages suffered or likely to be suffered.
**16. EVIDENCE**
The Parties undertake to consider the documents they exchange (including electronically) as original documents serving as evidence between them. By mutual agreement, the Parties accept that future exchanges regarding the execution of these General Terms and Conditions of Sale may take place via electronic messaging and notably by email with acknowledgment of receipt. Any electronic document communicated between the Buyer and THE EURO – IMPEX IBC must necessarily include elements allowing the identification of its sender as well as its content (subject, attachments, etc.). The electronic contact details to be used for each of the Parties are: for THE EURO – IMPEX IBC: client@sembrancherwater.com, for the Buyer: the address provided during the order on the Site. The Parties agree that the electronic contact details are sufficient to identify the sender of the electronic document and to authenticate its origin. The Parties agree that they will save in the most appropriate and secure manner all messages transmitted relating to the subject matter of these General Terms and Conditions of Sale. In order to ensure the availability, integrity, and confidentiality of emails and attached files exchanged between them over the Internet in the execution of these, the Parties further agree to implement all useful measures in parallel to protect themselves as effectively as possible against intrusions and attacks of all kinds (viruses, worms, Trojans, etc.) and notably to install firewalls and antivirus software regularly updated and correctly configured. The Parties undertake personal responsibility for the archiving of documents sent and received, particularly for their own needs, in fiscal and accounting matters.
**17. INTELLECTUAL PROPERTY**
The Products distributed by THE EURO – IMPEX IBC are subject to intellectual and/or industrial property rights, including trademark rights, copyright, and design rights. As such, the Buyer undertakes not to infringe the aforementioned property rights in any way. The general structure as well as the content of the Site, including texts, photographs, images, and sounds, are the exclusive property of THE EURO – IMPEX IBC worldwide. Any total or partial reproduction of this Site or its content, by any means whatsoever, without the express authorization of THE EURO – IMPEX IBC is prohibited. The information, pictograms, photographs, images, texts, video sequences, animated, sound or not, and other documents accessible on the Site are objects of industrial and/or intellectual property rights and are, as the case may be, non-contractual, property of THE EURO – IMPEX IBC or third parties who have authorized THE EURO – IMPEX IBC, or one of its subsidiaries, to use them within limits. As such, any reproduction, representation, adaptation, translation and/or transformation, in whole or in part, or transfer to another site is prohibited. Violation of all or part of these provisions subjects the offender, and all responsible persons, to criminal and civil penalties provided by law, and notably to sanctions for infringement.
**18. PERSONAL DATA**
The ordering process on the Site requires the creation of a customer account in which the Buyer’s information is stored and protected by a password chosen by the Buyer. Providing personal information about the Buyer is essential for processing and delivering Orders. The information and contact details concerning the Buyer are confidential and intended for THE EURO – IMPEX IBC exclusively. They are used for the purposes of processing Orders or sending commercial and/or promotional information about THE EURO – IMPEX IBC’s Products similar to those provided. In accordance with the law of December 8, 1992 on the protection of privacy with regard to the processing of personal data, the Buyer has a right of access and rectification of information concerning him. If the Buyer wishes to exercise this right and obtain communication of information concerning him, he must send a written request, accompanied by proof of his identity, to the following address: Customer service e-shop, THE EURO – IMPEX IBC SA9440 Santa Monica Blvd, Ste: 301 Beverly Hills, CA. 90210 USA. THE EURO – IMPEX IBC undertakes to respond to this request as soon as possible and no later than 45 days after receipt. The Buyer also has the possibility to oppose, free of charge, the use of his information. To do this, it is sufficient for him to write to the address mentioned above. In any case, the Buyer can always submit a request to the address indicated above to stop the communications in question, without having to pay any fees other than those related to the transmission of his request.
**19. FORCE MAJEURE**
Neither Party shall be liable for delay, non-performance, or any other breach of its obligations relating to the Order and/or warranty, provided that such failure results from a case of force majeure or an unforeseeable event as recognized by the Courts and Tribunals on the date of the Order. Initially, the unforeseeable event or force majeure shall suspend the execution of these. In the event of the unforeseeable event or force majeure persisting beyond a period of three (3) months, these General Terms and Conditions of Sale shall, unless otherwise agreed by the Parties, be automatically terminated without the need for a judicial decision and without prior notice or notification. In this event, the Parties shall not be liable for partial or total non-performance of their obligations under these General Terms and Conditions of Sale.
**20. TOLERANCE**
Any tolerance or waiver of its right by either Party, concerning the application of all or part of the commitments provided for in these General Terms and Conditions of Sale, whatever the frequency or duration thereof, shall not constitute a modification of these General Terms and Conditions of Sale, nor generate for the other Party any acquired right or of any kind for the future.
**21. SEVERABILITY OF CLAUSES**
The invalidity arising from the nullity, expiration, lack of enforceability, or unenforceability of any of the provisions of the General Terms and Conditions of Sale pronounced in application of a law, regulation, or final decision rendered by a competent court, shall in no way invalidate, expire, render unenforceable, or make unenforceable the other provisions of said General Terms and Conditions of Sale and shall have no effect on the other contractual provisions, which shall retain all their effects, force, and scope vis-à-vis all signatory Parties. In this event, the Parties may come together and by mutual agreement, agree to replace or modify the invalidated provision(s).
**22. LANGUAGE**
The original version of the General Terms and Conditions of Sale was written in English. Thus, the English version shall be considered the official version between the Parties. In the event of the drafting of these General Terms and Conditions of Sale in languages other than those mentioned above, it is agreed that in the event of a dispute, only the English version shall be binding between the Parties and before the courts.
**23. APPLICABLE LAW**
The law applicable to this contract is the law for both substantive and formal rules, without prejudice to the protection enjoyed by the Buyer under the imperative provisions of his national law.