These Commercial Terms apply to B2B commercial buyers located in Hong Kong (including distributors, importers, five-star hotel groups, bakery chains, restaurant groups, Michelin-listed restaurants, airline catering, retail chains) contacting and contracting with EI THUEL Noro Georgine ("Seller") via hk.vanilledesire.com.

This site is a display-only platform; information published is an invitation to treat rather than a contractual offer. Final terms are governed by signed contracts or formal quotations.

Buyer must hold: Business Registration Certificate; FEHD registration as Food Importer or Food Distributor; and (if re-exporting) the applicable re-export licence. Seller may verify these documents before contracting.

Pro-Forma Invoices are issued case-by-case by Seller and valid for 14 days in principle.

Quotations may be in EUR, USD or HKD by mutual agreement. Seller accepts Wise multi-currency IBAN (EUR / USD / GBP / CNY); an HKD receiving account may be opened (per Léo's confirmation).

All quotations are net of taxes and reference ICC Incoterms 2020 (e.g. FOB Bessan, FOB Toamasina, CIF HK, DAP Buyer's warehouse, DDP HK).

Vanilla being a highly volatile agricultural commodity, quotations may be revised after the validity period.

Unless otherwise agreed in writing:

• First order / sample / small lot: 100% T/T at contract signature;
• Standard container: 30% advance + 70% against B/L copy;
• Established long-term customer: L/C at sight or 30-day usance L/C may be negotiated (subject to Seller's acceptance).

Seller's banking details appear on the official Invoice. Buyer bears all intermediary-bank fees on cross-border remittances.

Under implied terms of the Hong Kong Sale of Goods Ordinance (Cap. 26, "SoGO") — fitness for purpose, merchantable quality, correspondence with description — Seller ensures goods meet:

• French standard NF ISO 5565-2 grading (Gourmet Black, TK Bourbon, Red Bourbon, Brown);
• vanillin content, moisture, non-volatile extract — per lot COA;
• Madagascar Certificate of Origin;
• Phytosanitary Certificate;
• Non-irradiation declaration (for airline / hotel supply);
• Packing list, Commercial Invoice.

For vanilla pods: reasonable tolerance ±3% weight, ±5% length, ±1.5 ppt moisture. Other tolerances per the quality clause.

The Brand substantiates all explicit product claims under the Hong Kong Trade Descriptions Ordinance (Cap. 362, TDO) (COA, Certificate of Origin, business registration extracts).

Shipment is organised by Seller or jointly with Buyer. Common loading ports:

• FOB Sambava (bulk, FCL) — Madagascar SAVA region
• FOB Toamasina (FCL, more frequent) — Madagascar east coast
• FOB Bessan (small lot, air/sea mix) — France
• CIF HK (freight + insurance included)
• DDP HK (duty-paid; Buyer still bears FEHD importer registration)

Risk passes per the Incoterms 2020 trigger point. Indicative lead time: 25–45 calendar days after advance payment, subject to season, vessel availability and official documents.

Seller may recommend forwarder and insurer (recommended insurance coverage: 110% of value).

Hong Kong is a free port; spices are generally duty-free. Buyer's obligations include:

• Food Importer registration with FEHD under Cap. 132X (Food Business Regulation), valid 3 years;
• Import declaration with HK Customs within 14 days, electronic, nominal fee;
• Label compliance — Chinese, English or bilingual labels allowed; if bilingual, name, ingredient list and nutritional information must appear in both languages (Cap. 132W — Food and Drugs [Composition and Labelling] Regulations);
• Import classification — Buyer determines HS codes upon declaration and bears classification responsibility.

Special attention — vanilla extract: 35–40% ABV (above the 30% threshold). Under the Dutiable Commodities Ordinance (Cap. 109), the tiered liquor-duty regime applies from October 2024: 100% ad valorem up to HKD 200 per litre, plus 10% on the excess. If classified as a "food ingredient" (exempt) rather than a "beverage" (dutiable), duty is waived. Classification is decided by HK Customs; Buyer should obtain an advance ruling before the first shipment.

HS codes (for Buyer's verification): 0905.10 dried vanilla pods; 1302.19 vegetable extracts (incl. vanilla extract); 0904.21 dried chillies; 0908.32 nutmeg-family.

Buyer must inspect packing list, specifications and outer appearance within 15 calendar days of arrival at HK port, notifying any non-conformity in writing (photos, lot, shipment ref).

Disputes on intrinsic parameters (moisture, vanillin, microbiology) are settled by results from a mutually agreed independent third-party lab (SGS, Bureau Veritas, Eurofins). Testing fees borne by the losing party.

If non-conformity is confirmed, Seller may at its option replace, grant cash rebate or refund. Seller bears no liability for indirect losses (lost profit, reputational damage) save in cases of gross negligence or wilful misconduct. Seller's aggregate liability is capped at the value of the goods concerned.

Neither party is liable for breach if performance is prevented or delayed by: acts of God, natural disasters (including Madagascar cyclones, floods), war, epidemic, customs or government embargo, strikes, sudden raw-material shortage. The affected party must give written notice within 7 days and use reasonable efforts to mitigate.

All non-public commercial information (prices, margins, supply-chain details, customer identities, formulations) is confidential. Any resale or external marketing use of the Vanille Désiré trademark and logo requires Seller's prior written authorisation.

Unless otherwise agreed in the contract, these Commercial Terms and any related disputes are governed by French law (exclusion of the CISG). The implied terms of SoGO (Cap. 26) continue to apply where the Buyer is in Hong Kong.

Disputes are first sought amicably; failing which, the parties may, by contractual stipulation, choose:

• Arbitration before the Hong Kong International Arbitration Centre (HKIAC), in Hong Kong, under its rules, by a single arbitrator, in English; or
• Arbitration before the ICC International Court of Arbitration, in Paris, under its rules, by a single arbitrator, in English; or
• The Hong Kong courts as the substantive forum.

Arbitral awards are final and binding on both parties.

Buyer-representative personal data is processed pursuant to the "Personal Data (PDPO)" section of this site's Legal Notice, in compliance with the Hong Kong Personal Data (Privacy) Ordinance (Cap. 486) and EU GDPR.