GENERAL SALES TERMS

ARTICLE I - PURPOSE AND FIELD OF APPLICATION

1.1 Every order for products distributed by TASTE OF PARIS LLC implies acceptance without reserve by the Client and its full and complete compliance with the present general sales terms, which take precedence over every other document of the Client, and notably over all general purchase terms, which shall be, unless expressly accepted, non-opposable to TASTE OF PARIS LLC regardless of when they have been brought to its attention.

1.2 The documents in which the contractual undertakings between the parties are shown are, in decreasing order of priority, any agreements and special terms in force between TASTE OF PARIS LLC and the Client, the present general terms stipulating the obligations of the parties, and the written confirmation of the order. In the event of contradiction, the document of higher rank shall be solely applicable for the obligation in question. They express all the obligations of the parties.

ARTICLE II - ORDERS

2.1 Every order will only be taken into account after being confirmed in writing by the Client to TASTE OF PARIS LLC either by fax or by electronic mail indicating the precise designation of the TASTE OF PARIS LLC products concerned and the quantity ordered, specified as a number of consumer units (CU).

2.2 The order is irrevocable once the Client has sent the order note

2.3 TASTE OF PARIS LLC reserves the right to seek all damages in reparation for the prejudice incurred as a consequence of the Client canceling its order.

2.4 No return of goods shall be accepted if it has not previously been covered by a written agreement from TASTE OF PARIS LLC.

2.5 TASTE OF PARIS LLC also reserves the right to refuse, reduce or divide every order which is manifestly abnormal in character, in the light of the Client's order history, or which is likely to occasion a disorganization of its services. Such a refusal or such a modification of the volume or composition of the order may not lead to a complaint or compensation of the Client. Similarly, temporary suspension by TASTE OF PARIS LLC of the supply of certain references, due to payments and/or quality norms relating to the manufacture of food products, may not lead to a complaint or any compensation. Products which are thus unavailable will be purely and simply canceled from the Client's order.

2.6 Finally, TASTE OF PARIS LLC reserves the right not to honor the Client’s order, if the terms of sale of the TASTE OF PARIS LLC products practiced by the Client may cause prejudice to the consumers or to TASTE OF PARIS LLC's brand image.

ARTICLE III - DELIVERY

3.1 Delivery deadlines; delay

The average time for preparing an order in relation to standard references is ten working days. Delivery times communicated by TASTE OF PARIS LLC are given only for information and as an indication; they depend notably on the specific nature of the order (products from outside the standard range in terms of their composition or packaging, seasonal products, products requiring additional counter-labeling), on supply possibilities and on the availability of the carriers. Delivery delays may not lead to damages, or to a withholding or to cancellation of orders pending.

3.2 Shipment; Transfer of risks

3.2.1 Methods

1) In a general way, the products are sold EXW - TASTE OF PARIS LLC Warehouses (as this term is defined in Inco terms 2000)

3.2.2 Risks

In all the cases, the risks related on the transport and the storage of the products are transferred to the customer as of the agreed date from their provision in the TASTE OF PARIS LLC warehouses to the conveyor approved by TASTE OF PARIS LLC or the Client. The products are consequently deemed to be delivered when they are made available to the Client in our warehouses, before loading on a lorry, car, wagon or boat. From this date, the products travel at the Client's risk, even if they are sold carriage paid.

In the event of a dispute relating to the interpretation of the terms of shipment and of provision at the Client's risk, reference shall be made to Inco terms 2000.

3.2.3 Transport

3.2.3.1 At the time of delivery of the goods, it is the Client's responsibility to check the delivery order, the satisfactory condition of the goods and, in the event of average or missing items, to make all necessary reserves to the carrier.

3.2.3.2 Every product which has not formed the subject of reserves by registered letter with advice of receipt to the carrier within 3 days of its receipt and a copy of which sent simultaneously to TASTE OF PARIS LLC, shall be considered to have been accepted by the Client.

3.3 Acceptance

3.3.1 Without prejudice for the measures to be taken by the Client with regard to the carrier in the event of visible flaws or missing items, every complaint, of whatever kind, relating to the delivered products, shall be accepted only if it is made in writing, by registered letter with advice of receipt, within the period of 3 days from the provision by the carrier of the products at the address indicated by the Client envisaged with article 3.2.3.2

3.3.2 It shall be the Client's responsibility to provide every justification concerning the reality of the flaws or missing items observed, and to give TASTE OF PARIS LLC every facility to observe them.

3.3.3 No goods may be returned by the Client without TASTE OF PARIS LLC's express, written, prior agreement. Every product returned without this agreement shall be kept at the Client's disposal and may not lead to the establishment of a credit. In any event, whether the return is made with or without TASTE OF PARIS LLC's agreement, the costs and risk of the return are always the Client's responsibility.

3.3.4 Every return accepted by TASTE OF PARIS LLC shall lead, as it sees fit, either to the replacement of non-compliant items, or to an additional delivery to be made to supplement the missing items, or to the refund of the products, and excluding every other indemnity.

3.3.5 The complaint made by the Client on the terms and according to the methods described by the present article does not suspend payment by the latter of the goods in question.

3.3.6 TASTE OF PARIS LLC's liability may not in any circumstances be invoked for events during the course of transport, destruction, averages, loss or theft, even if it has chosen the carrier.

ARTICLE IV - PRICES

The applicable prices are those in force on the date of acceptance of the order by TASTE OF PARIS LLC; the said prices may be revised at any time without notice. They are given in US Dollars (w/o taxes) and excluding costs and charges of all kinds, such as transport and insurance costs.

ARTICLE V - PAYMENT

5.1 Payment methods

5.1.1 The invoices are payable in cash on receipt of the pro forma invoice. Derogation to these terms may expressly be agreed by TASTE OF PARIS LLC, after study and approval by its financial department. In this case, TASTE OF PARIS LLC reserves the right to determine a maximum threshold, and to require payment in cash if this threshold is exceeded.

5.1.2 Payments are made to TASTE OF PARIS LLC's address (by check, bank card, transfer, etc.). The payment date is the one on which TASTE OF PARIS LLC's bank account is credited. The Client must take account of the administrative times inherent to the payment method used for payment of the latter:

§ By check: it must reach the accounts department at least four working days before the due date;

§ By bank transfer: the transfer must reach TASTE OF PARIS LLC's bank at least 3 working days before the due date.

5.1.3 In the event of payment incidents or uncertainty concerning the Client's ability to meet its undertakings, TASTE OF PARIS LLC reserves the right to request stricter payment terms and/or to require additional guarantees, and, failing this, to refuse all deliveries.

5.1.4 Only actual clearance of check shall be considered as equivalent to full payment in the sense of the present general terms of sale.

5.1.5 No discount may be deducted from the invoice for cash payment or early payment.

5.1.6 Payments may in no case be suspended or be subject to any offset without TASTE OF PARIS LLC's written, prior agreement. Every partial payment shall firstly be deducted from those sums having the oldest due date.

5.2 Late payments or failure to pay

5.2.1 In the event of late payment, TASTE OF PARIS LLC reserves the right to suspend or cancel delivery of orders pending, without prejudice to any other recourse.

5.2.2 All sums unpaid on the due date mentioned on the invoice shall lead to the application, relative to the period from the due date to the date of clearance by TASTE OF PARIS LLC of the payment, of late payment penalties calculated at the of 18% rate on the sum of the purchase price mentioned on the said invoice. These penalties shall be due and paid to (acquired c’est acheter, mais ma formulation n’est pas la meilleur, à revoir) TASTE OF PARIS LLC automatically and as of right without any formality or prior notice.

5.2.3 In the event of a failure to pay, eight (8) days after notice not having led to rectification, the sale shall be cancelled as of right if TASTE OF PARIS LLC sees fit, and the latter may seek in law restitution of the products, without prejudice for all other damages.

The cancellation shall relate not only to the order in question, but also to all prior unpaid orders, whether they have been delivered or are pending delivery, and whether their payment is due or not.

5.2.4 In all the above cases, the sums which would be due for other deliveries, or for any other cause, shall become immediately payable if TASTE OF PARIS LLC does not opt for cancellation of the corresponding orders.

5.3 Penalty clause

Every recourse to the service of a recovery organization or to legal methods, to which TASTE OF PARIS LLC may be constrained to obtain payment of unpaid invoices, shall lead to the application of a 25% increase of the sums remaining due with a minimum of 250 Dollars, as a penalty clause, without prejudice for all late payment interest.

ARTICLE VI - OWNERSHIP RESERVE

6.1 Transfer of ownership of the products is suspended until full payment of the price of them by the Client, both of the principal sum and any related costs, even in the event of payment delays being granted. Every clause to the contrary, notably included in the general purchase terms, is deemed to be unwritten in accordance with article L. 621-122 of the Commercial Code.

6.2 The Client may sell on its unpaid products only under normal exploitation of its company, and may under no circumstances pledge or consent sureties in relation to its unpaid stocks.

6.3 The present clause does not prevent, even in the case of sale with carriage paid, the goods risks being transferred to the Client on submission of the packages to the carrier approved by TASTE OF PARIS LLC or by the Client, and the latter shall be, from this time forth, constituted the bailee and guardian of the said goods.

6.4 In the event of non-payment, and unless TASTE OF PARIS LLC prefers to seek full and complete performance of the sale, TASTE OF PARIS LLC reserves the right to cancel the sale after notice, and to claim the delivered goods, with the return costs remaining payable by the purchaser, and the payments made remaining acquired by TASTE OF PARIS LLC as a penalty clause, in exchange for the enjoyment of the goods from which the Client shall have benefited. After dispatch of the notice, TASTE OF PARIS LLC may unilaterally draw up an inventory, or have one drawn up, of its products in the possession of the Client, which undertakes hereby to give free access to its warehouses, stores or other property to this end, ensuring that it shall always be possible to identify the TASTE OF PARIS LLC products.

ARTICLE VII - OBLIGATIONS OF THE CLIENT

7.1 The Client undertakes, both in respect of the sale and of the promotion of the TASTE OF PARIS LLC products, to abide by the regulations in force, notably relating to labeling, presentation and terms of sale, storage, conservation and sale of the TASTE OF PARIS LLC products, concerning which it guarantees to TASTE OF PARIS LLC compliance with the regulations in force. In case of retailing some alcoholic Products from TASTE OF PARIS LLC, the Client must be registered such as excise record.

7.2 In the hypothesis that the Client produces advertising and/or any document in the context of which the TASTE OF PARIS LLC or FAUCHON  trademark and/or products are mentioned or appear, the Client shall send this advertising and/or document to TASTE OF PARIS LLC, for prior, written approval. The Client may not distribute this advertising and/or advertising document without TASTE OF PARIS LLC's prior, written agreement.

ARTICLE VIII - LIABILITY

The parties expressly agree that TASTE OF PARIS LLC is subject to an obligation of resources.

TASTE OF PARIS LLC may not be held liable for indirect damages incurred by the Client, such as loss of market share, loss of Clientele, complaint by the Clientele concerning TASTE OF PARIS LLC products, or in relation to the terms of sale of the TASTE OF PARIS LLC products, unless TASTE OF PARIS LLC commits a serious fault.

ARTICLE IX - FORCE MAJEURE

The effect of occurrence of a case of force majeure is to suspend performance of TASTE OF PARIS LLC's contractual obligations. Every event independent of TASTE OF PARIS LLC's will, preventing or delaying manufacture or shipment of the products, is a case of force majeure. The following thus notably constitute cases of force majeure: total or partial strikes hindering the satisfactory operation of TASTE OF PARIS LLC or that of one of its suppliers or carriers, interruption of transport, epidemics, breakage of machinery, shortage of raw materials.

TASTE OF PARIS LLC must inform the Client without delay of its inability to perform its obligations. As soon as the force majeure event disappears, TASTE OF PARIS LLC shall strive to the best of its ability to resume normal performance of its contractual obligations, and shall notify the Client without delay of the resumption of its obligations.

The suspension of obligations may under no circumstances be a cause of liability for non-performance of the obligation neither in question, nor lead to the payment of damages or late delivery penalties.

ARTICLE X - SETTLEMENT OF DISPUTES

Under penalty of forfeiture of all actions, the Client must express every complaint relating to any sums due by TASTE OF PARIS LLC in relation to a calendar year, for whatever cause, by registered letter with advice of receipt sent at the latest on 30 June following the end of the said year. In the event of a complaint relating to the invoicing, the starting point of the 6-month period shall commence on the date of delivery or of first availability of the products.

ARTICLE XI- IMPORTANT OBSERVATIONS

11.1 In the event of difficulties of interpretation between any of the titles shown at the head of the clauses and any of the clauses, the titles shall be declared non-existent.

11.2 If one or more stipulations of the present general terms are held to be invalid or declared such in application of a law or a regulation, or following a ruling of a competent court, the other stipulations shall retain their full force and scope.

11.3 Each of the parties remains solely liable for its acts, allegations, undertakings, services, products and personnel.

11.4 The parties elect domicile in their respective registered offices.

ARTICLE XII- APPLICABLE LAW AND CLAUSE ATTRIBUTING JURISDICTION

12.1 The general terms shall be governed by US Law

12.2 All disputes arising out of or in connection with the present general terms (related to their validity, interpretation or execution) shall be finally settled by the Jurisdictions, which are within the competence of the Court of Florida

12.4 The place of arbitration shall be Luxembourg.

12. 5 The language to be used in the arbitration proceedings shall be English.

12.6 The Parties expressly agree not to apply the April 11th 1980 United Nations Convention of Wien on contracts for the international sale of goods (CISG).