GENERAL SALES TERMS / DIRECT SALES

1. GENERAL

In ordering products from ME.LAND, the buyer formally accepts these general sales terms as of ME.LAND the buyer acknowledged.

No contradicting provisions (terms of purchase, agreements, etc.) unilaterally decided by the buyer shall apply to ME.LAND unless the latter has expressly and previously agreed to such contradicting provisions.

The failure by ME.LAND, at any time, to enforce one or more of the provisions of these general sales terms does not constitute a waiver of such rights or remedies for the future.

These terms and conditions of sale may be modified by ME.LAND at any time. The buyer will be informed of any such possible modifications. Said modifications will come into effect past a two-month period of time following receipt by the buyer of said information.

2 ORDER

Order forms must be signed by the buyer and bear its company stamp.

Any modification or cancellation of the order made by the buyer must be received by fax within 10 business days from the date on which the order is placed. If the buyer totally or partly cancels the order after this 10-day cancellation period, 30 % of the cancelled amount of the order shall be paid if it is cancelled between 1 and 15 days after this cancellation period, 50 % if it is cancelled between 16 and 45 days after this period and 100 % if it is cancelled beyond it. ME.LAND shall send an order confirmation as definitive acceptance within 20 business days from the date on which the order is placed.

3. PRICES

The prices are ex works and net of taxes, in accordance with the terms stated on the order form. Transport cost and customs duties are entirely at the buyer’s expenses.

Products are supplied according to the prices in force on the day the order is placed and/or the day the order is signed, as the buyer certifies its acknowledgement of the price list before signing and accepting it according to the terms stated on the order form.

It might be departed from the ex works shipment policy on the basis of a special agreement between the buyer and ME.LAND. In this case, the shipment terms will be stated on the order form.

4. TERMS OF PAYMENT

The invoice should be paid by the buyer :

- Either in cash (payment within 10 calendar days from the date of the invoice), cash payments do not entitle the buyer to any discount;

- Either 100% on order

- Either % on order and the balance before delivery

- Either within a period not exceeding 60 days from the date of issue of the invoice. Credit payment requires the prior written consent of ME.LAND.

Times of payment shall start on the date of invoice. In the event of an incident with payment, ME.LAND reserves the right to modify previously agreed-upon terms and to request immediate payment of all orders received from the buyer.

5. DELAY AND FAILURE TO PAY

Not under any circumstances may payments be suspended nor compensated, without a prior written agreement from ME.LAND. All partial payments will be first of all charged to the non-privileged part of the debt and then to the amounts that are the most outstanding.

Failure to pay on the due date shall entail:

a) the immediate and automatic payability of all remaining due sums, without notice, regardless of the agreed-upon method of payment, even by accepted draft,

b) the immediate and automatic payability, after formal notice, by way of penalty for late payment of an interest equal to 3 (three) times the legal French interest rate of the due amounts calculated from the day following the receipt of the formal notice.

In case of a delay in payment, ME.LAND reserves the right to suspend deliveries until all earlier invoices have been fully paid and further reserves the right to refuse any new order.

c) the immediate and automatic payability of a compensation package of 40 Euros, calculated from the day following the due date of the invoice, in order to compensate recovery costs incurred by ME.LAND.

In case where the recovery costs incurred by ME.LAND would be higher than the amount of this compensation package, ME.LAND reserves the right to seek an additional compensation.

6. RESERVATION OF OWNERSHIP

ME.LAND remains the sole owner of the delivered goods until the main payment and the interest have been fully paid. The interest is calculated from the maturity date according to the terms of payment granted to the buyer. Payment is considered as final when the amount has actually been settled, a bill of exchange or any other means of payment creating an obligation to pay does not constitute payment. Products in stock by the buyer are in this case still considered as unsettled.

However, the buyer can resell these products as normal part of its commercial activity. The authorization to resell is taken away immediately if the buyer suspends its payments. In the event of a distraint made by a third party upon these goods, the buyer is obliged to inform ME.LAND immediately.

7. SHIPMENT - DELIVERY - TRANSPORT

The responsibilities of ME.LAND and the buyer respectively, are defined in accordance with the «ex works» or «DDP» Incoterm of the International Chamber of Commerce, unless otherwise stipulated on the order form.

«ex works» : The liability of ME.LAND ceases as soon as the packaged goods are handed over to the carrier designated by the buyer. The buyer alone is liable for any risk the products might undergo, including those connected with transport, from the moment the products leave the premises of the supplier. The delivery note given to the carrier will constitute the proof of the delivery.

In case of refusal of the delivery by the buyer, the latter shall be responsible, as an indemnity and without any prejudice, for real and legal or extra-legal charges for an indemnity equal to 30 % of the invoicing amount.

«DDP» : The liability of ME.LAND ceases as soon as the packaged goods are handed over to the defined buyer warehouse. ME.LAND alone is liable for any risk the products might undergo, including those connected with transport, from the moment the products leave the premises of the supplier. The delivery note given to the carrier will constitute the proof of the delivery.

In case of refusal of the delivery by the buyer, the latter shall be responsible, as an indemnity and without any prejudice, for real and legal or extra-legal charges for an indemnity equal to 30 % of the invoicing amount.

8. DELAY IN DELIVERY

The delivery dates shall be those confirmed by ME.LAND. In the event that ME.LAND does not deliver on the planned date, the buyer shall not be entitled to any indemnity. In the event of a delivery delay, ME.LAND shall not accept total or partial cancellation of the order unless preceded by a reminder sent by registered letter by the buyer. The buyer shall only be entitled to send such letter after the planned delivery time has expired. On receipt of this reminder, ME.LAND shall have an additionnal delivery time not exceeding 15 days.

9. CASE OF FORCE MAJEURE

In the event that ME.LAND, because of a case of force majeure, cannot fill all or part of the order, notably in the event that a supplier does not deliver materials, the buyer shall not be entitled to claim the liability of ME.LAND and the sale shall be duly cancelled.

10. CLAIMS

Claims can only be accepted if made in writing within 8 business days following receipt of the products. The buyer shall in no event be entitled to return the products without first having been authorized in writing by ME.LAND. The authorization to return a product shall not entitle the buyer to return coordinated purchased products to ME.LAND. If the claim is justified, returned products shall be replaced or, if impossible, result in a credit. In this case, ME.LAND shall reimburse return carriage costs.

Products delivered according to the order shall not be taken back or replaced.

11. DISTRIBUTION OF PRODUCTS

The products can only be sold in sales outlets authorized by ME.LAND.

Delivered products shall be considered as an indissociable whole, including labels, markings and packagings, and shall be sold as-is

12. PATENT RIGHTS AND COPYRIGHTS

All patent rights and copyrights to the product trademarks and models belong to ME.LAND. The reproduction, representation and adaptation of ME.LAND trademarks and models in any and all forms are strictly forbidden (photographs, sketches, cloth or paper patterns, etc.). Non-compliance with this article and patent and copyright laws shall be considered as an act of copyright or patent infringement and/or unfair competition, penalized by current laws and specifically capable of resulting in the award of damages.

13. ADVERTISING AND USE OF NAME

The use of ME.LAND name is exclusively reserved for the commercial advertising of ME.LAND’s professional customers. In this respect, no advertising involving the brand and/or the products may be made without the prior written agreement of ME.LAND. Especially product displays and information at the retail sales sites must be based exclusively on advertising materials provided by ME.LAND unless an agreement is made previously.

14. GOVERNING LAW AND JURISDICTION

The present general sales terms are ruled by French law. The 1980 Vienna Convention on contracts for the international sale of Goods shall not apply. The language of interpretation is the French language. All lawsuits involving the present general sales terms will be submitted to the competent law courts that come within the jurisdiction of the Court of Appeal of Paris.