**GENERAL TERMS AND CONDITIONS OF SALE**

**EIVIE NATURE 2023**

**BETWEEN THE UNDERSIGNED**

The company "..." with a share capital of "...," having its registered office at "...," registered with the RCS of "...," under the number "...," represented herein by "...," duly authorized as its manager.

Hereinafter referred to as "The Customer"

**ON THE ONE HAND**

**AND**

The company EIVIE NATURE SAS with a share capital of 10,000€, having its registered office in Aix-les-Bains, France, registered with the RCS of Chambéry under the number 920 428 802, represented herein by Butel Yoane, duly authorized as the Chief Executive Officer.

Hereinafter referred to as "EIVIE NATURE"

**ON THE OTHER HAND**

The effective date of these conditions is September 1, 2023. They cancel and replace any prior conditions.

**ARTICLE 1 - Application and Enforceability of these General Terms and Conditions of Sale**

These conditions govern the relationships between EIVIE NATURE and its customers. Placing an order implies the full and unreserved acceptance of these sales conditions by the buyer, to the exclusion of all other documents or clauses from the buyer.

No specific condition can, except for formal and written exceptions from EIVIE NATURE, prevail over its sales conditions. Any contrary clause invoked by the buyer will not be enforceable against EIVIE NATURE, in the absence of express acceptance, regardless of when it may have come to its attention.

The fact that EIVIE NATURE does not rely on one of the clauses in the general and specific sales conditions at any given time cannot be interpreted as a waiver to rely on any of these clauses in the future.

Failure by the buyer to comply with the general and specific sales conditions may result in the reconsideration of commercial relationships with the buyer.

**ARTICLE 2 - Scope of Application of Sales Conditions and Various Cooperation Agreements**

The general sales conditions and the various cooperation agreements that may be concluded with customers do not take into account the possible addition of new lines resulting from an acquisition (purchase of a company, merger, etc.) by EIVIE NATURE during the year 2023.

**ARTICLE 3 - Payment Terms**

The prices of our products are exclusive of value-added tax and shipping costs in the currency of the distributor's country. Shipping costs are solely the responsibility of the distributor for orders less than €140 for France and €450 for the DOM TOM. Orders exceeding a certain amount will benefit from free shipping.

Payment by bank transfer

Specific agreement to be validated with the sales department.

Payments at 30 and 60 days will only be granted after approval by the management.

In any case, the merchandise remains the full property of EIVIE NATURE until fully paid.

EIVIE NATURE reserves the right to request a 50% down payment for new customers or special orders.

Payment terms are calculated from the date of delivery.

In the event of a deterioration in the buyer's financial situation, repeated non-payment, or insolvency risks, EIVIE NATURE reserves the right to demand immediate payment of outstanding amounts as well as cash payment for all new orders and/or additional guarantees.

**ARTICLE 4 - Penalty Clause, Fixed Recovery Compensation, and Late Interest**

In case of non-payment on the due date and after a simple formal notice by registered letter with acknowledgment of receipt, the debtor will be required to pay, as a penalty clause, in addition to the moratory interest due in proportion to the delay in payment, a fixed sum equal to 10% of the total amount of unpaid sums, with a minimum of €150.

We reserve the right to request additional compensation from the buyer if the actual recovery costs incurred exceed this amount, upon presentation of supporting documents.

Late interest, payable in accordance with the law from the due date, will be calculated based on the REFI rate of the European Central Bank plus 10 points.

**ARTICLE 5 - Prohibition of Offset**

It is expressly stipulated that EIVIE NATURE does not accept any offset between the amounts owed by the buyer and the amounts possibly owed by EIVIE NATURE. AUTOMATIC DEBIT IS PROHIBITED.

**ARTICLE 6 - Retention of Title Clause**

Products are sold subject to retention of title. The seller retains ownership of the products until full and effective payment of the price by the buyer. In case of non-payment on the due date, the seller may claim the products and terminate the sale, as specified above. Checks and bills of exchange are considered as payments only upon their effective collection. Until that date, the retention of title clause remains in full force. These provisions do not prevent the transfer of product risks upon delivery. Until full payment of the price, the buyer undertakes, under penalty of immediate recovery of the products by the seller, not to transform or incorporate the products, resell them, or use them as collateral. Sales aids provided to the buyer by EIVIE NATURE always remain the property of EIVIE NATURE. They are to be used exclusively for EIVIE NATURE product range, and EIVIE NATURE reserves the right to demand their return.

**ARTICLE 7 - Liability**

The seller is only liable for defects as defined in articles 1641 and following of the Civil Code as follows: The buyer must immediately inspect the quantity and quality of the received merchandise. Any visible defects must be reported to the seller in writing within fourteen days. If the buyer finds any defects affecting the merchandise, they cannot dispose of it, meaning they cannot separate, resell, or modify the merchandise until an agreement on the settlement of the claim has been reached or an expert opinion is issued. No returns for any reason will be authorized more than 90 days after delivery to the customer. In the case of a valid dispute, the seller is authorized to determine a compensation method (replacement delivery, improvement) while taking into account the nature of the defect and the legitimate interests of the buyer. In no event will the liability of EIVIE NATURE exceed the price of the product for which damages and interest are claimed.

Order Cancellation No order cancellation can take place more than 7 days after the order date. In the event of cancellation, EIVIE NATURE reserves the right to retain 20% of the order amount for the costs incurred in processing the order. Beyond the 7 days, EIVIE NATURE reserves the right to demand the full amount of the order. Note: In the case of a special order, production cannot begin without the effective payment of a 30% down payment, and no order cancellation can take place after production has started.

**ARTICLE 8 - Facilities - Plans - Sales Documentation - Confidentiality, Buyer's Materials**

Any sales documentation, such as catalogs, samples, price lists, furniture, displays, etc., provided to the buyer remains the property of the seller and must be returned upon the first request. The documentation attached to quotations and offers is not contractual. Therefore, it does not bind the parties. The seller and the buyer agree that all economic and technical information collected during their relationship is strictly confidential. No documentation can be photocopied by the buyer without written permission. In case of damage and/or loss, EIVIE NATURE may bill for the items provided for