GENERAL TERMS AND CONDITIONS

Article 1 : Definitions and Scope of Application

Unless otherwise expressly stipulated, the terms and expressions beginning with a capital

letter and expressly defined in these General Terms and Conditions shall have the meaning

assigned to them below:

"Purchaser" means any customer, whether a legal entity or a natural person, acting in a

professional capacity and purchasing the Products supplied by the Supplier ;

"GTC" means the present general terms and conditions of sale of which the Purchaser

acknowledges having read them;

"Supplier" means the company Nach, a French limited liability company with a share capital

of €15,000, whose registered office is located at 125 chemin de Tournefeuille, 31300

Toulouse, France, registered in the Toulouse Trade and Companies Register under number

534 503 958, represented by its legal representative, duly authorised for the purposes of the

present contract.

The company can be reached by email ([email protected]), telephone

(+33(0)531619419) or mail at the above-mentioned postal address.

"Products" means all jewellery, ready-to-wear and accessories products manufactured or

sold by the Supplier and marketed in particular through its website (www.nachbijoux.com).

The list and description of the products offered by the Company can be consulted on the

aforementioned website.

In accordance with Article L 441-1 of the French Commercial Code, these general terms and

conditions constitute the sole basis of the commercial relationship between the parties.

Their purpose is to define the conditions under which the Supplier supplies its Products to

Purchasers (the Parties) who request them, via the Supplier's website, by direct contact, by

e-mail or telephone or via a paper medium.

They shall apply without restriction or reservation to all sales concluded by the Supplier with

Purchasers of the same category, regardless of the clauses that may appear in the

Purchaser's documents, and in particular its general purchasing conditions.

In accordance with the regulations in force, these General Terms and Conditions are

systematically communicated to any Purchaser who requests them, to enable him to place

an order with the Supplier.

Any order for Products implies, on the part of the Purchaser, acceptance of these General

Terms and Conditions and of the general terms of use of the Supplier's website for electronic

orders.

The information contained in the Supplier's catalogues, brochures and price lists is given for

information only and may be revised at any time. The Supplier is entitled to make any

changes to them that it considers useful.

Article 2: Orders – Prices

2.1 Sales shall only be perfected after express written acceptance of the Purchaser's order

by the Supplier, who shall ensure, in particular, the availability of the Products requested.

The registration of an order form on the Supplier's website is carried out when the Purchaser

accepts these General Terms and Conditions of Sale by signing the order form sent by the

Supplier by e-mail following the validation of the order by the Purchaser on its website.

The acknowledgement of the order and its acceptance are confirmed by the sending of an

order form by e-mail. The data recorded in the Supplier's computer system shall constitute

proof of all transactions concluded with the Purchaser.

With regard to a first order to get free delivery, in principle no order below the following

amounts can be accepted, unless the Supplier makes an express exception:

- Seven hundred and fifty euros (750€) excluding tax for Metropolitan France +

Corsica

- One thousand euros (€1,000) for European Union countries and French overseas

departments and territories

- One thousand five hundred euros (€1,500) for the rest of the world.

As this is a restocking order to get free delivery, no order for an amount lower than the

following amounts can be accepted, unless the Supplier expressly states otherwise:

- Two hundred and fifty euros excluding tax (€250 excluding tax) for Metropolitan

France + Corsica

- Three hundred and fifty euros (350€) for European Union countries and French

overseas departments and territories

- One thousand euros (€1000) for the rest of the world.

2.2 In case of cancellation of the order by the Purchaser after its acceptance by the Supplier

less than thirty (30) days before the date scheduled for delivery of the Products ordered, for

any reason whatsoever other than force majeure, a sum corresponding to 30% of the total

price excluding VAT of the Products shall be acquired by the Supplier and invoiced to the

Purchaser, by way of damages, as compensation for the loss thus suffered.

2.3 The Products’ prices are indicated in Euros before tax or in dollars and are precisely

determined on the Product pages. They are also indicated in Euros excluding taxes and VAT

on the order form for the Products (for French Purchasers), and excluding specific shipping

costs. For all products shipped outside mainland France and Corsica, the price is

automatically calculated excluding taxes on the invoice. Customs duties or other local taxes

or import duties or state taxes may be payable in certain cases. These duties and sums are

not the responsibility of the Supplier. They shall be borne by the Purchaser and are his

responsibility (declarations, payment to the competent authorities, etc.). In this respect, the

Supplier invites the Purchaser to obtain information on these aspects from the relevant local

authorities. The Supplier reserves the right to change its prices at any time in the future.

Article 3 : Conclusion of the contrat

For the purposes of the order, and in accordance with Article 1316-1 of the Civil Code, the

Purchaser undertakes to provide truthful identification details. By validating the order form

online or by signing the order form in paper format, the Purchaser undertakes to comply

with these GTC. The Supplier reserves the right to refuse the order, for example for any

abnormal request, made in bad faith or for any legitimate reason.

Article 4 : Products

The Supplier undertakes to honour the Purchaser's order within the limits of available stocks

of Products only. In the event of failure to do so, the Supplier shall inform the Purchaser.

It is expressly stated that the illustrations or photos of the Products offered for sale have no

contractual value. During sales periods, the Supplier undertakes to send the Purchaser the

list of products on sale. Products that are not mentioned may not be subject to sales.

Orders will be processed within the limits of the Supplier's available stocks. In the event that

an item is unavailable for a period of more than 30 days, the Purchaser shall be immediately

informed of the foreseeable delivery times and may cancel or reduce his order on request.

Article 5 : Retention of title clause

The Suppliershall remain the owner of the Products delivered from the date of delivery until

full payment of the purchase price has been made, although the risk of the goods shall pass

to the recipient as soon as they are made available. The handing over of bills of exchange or

any other securities creating an obligation to pay shall not constitute payment.

Consequently, in the event of non-payment, the Supplier is entitled to take back the Products

or have them taken back at the expense of the recipient.

Article 6 : Delivery

As manufacturing requirements do not allow us to guarantee exact delivery times, the

Products purchased by the Purchaser will be delivered as soon as possible and at the latest

one (1) month before the start of the "Fall-Winter" or "Spring-Summer" season.

This period does not constitute a strict deadline and the Supplier shall not be liable to the

Purchaser for any delay in delivery not exceeding thirty (30) days after the maximum delivery

date. When the Purchaser orders several Products within the same order, these may have

different delivery times.

In the event of a delay of more than forty-five (45) days, the Purchaser may request the

cancellation of the sale.

The Supplier shall not be held liable in the event of a delay or suspension of delivery

attributable to the Purchaser or in the event of force majeure.

The Products are delivered to the delivery address indicated at the time of the order and

within the period indicated.

The delivery and handover of the Products may take place at any other place designated by

the Purchaser, subject to five (5) days' notice as from the validation of the order by the

Supplier and provided that the order has not been handed over to the carrier, at the

exclusive expense of the Purchaser.

Likewise, in the event of special requests from the Purchaser concerning the packaging or

transport conditions of the ordered products, duly accepted in writing by the Supplier, the

related costs shall be subject to specific additional invoicing.

The Purchaser is required to check the apparent condition of the products upon delivery. In

the absence of reservations expressly made by the Purchaser at the time of delivery, the

Products delivered by the Supplier shall be deemed to be in conformity in quantity and

quality with the order.

The Purchaser shall have a period of two (2) working days from the delivery and receipt of

the ordered Products to express such reservations to the Supplier in writing.

No claim shall be validly accepted in the event of non-compliance with these formalities by

the Purchaser.

The Supplier shall replace, as soon as possible and at its own expense, the Products delivered

whose lack of conformity has been duly proven by the Purchaser.

Article 7 : Transfer of risk - Transfer of ownership

7.1 Transfert of ownership

The transfer of ownership of the Products to the benefit of the Buyer will only take place

after full payment of the price by the latter, regardless of the date of delivery of said

Products.

7.2 Transfert of risk

The Purchaser acknowledges that it is the carrier's responsibility to make the delivery, the

Supplier being deemed to have fulfilled its obligation to deliver once it has handed the

ordered Products to the carrier who has accepted them without reservations. The Purchaser

shall therefore not have any warranty claims against the Supplier in the event of failure to

deliver the ordered Products or of damage occurring during transport or unloading.

Article 8 : Payment

Cash payment is due immediately upon ordering, including for pre-ordered products; and

must in any case be made within 30 days of the order. The Client may pay by bank transfer

to a bank account designated by the Company, by credit card (VISA® or Mastercard®) or by

cheque (for metropolitan France, Corsica and French overseas departments and territories

only). Bank charges are payable by the Client for transfers. Secure online payment by credit

card is made by our payment service provider. The information transmitted is encrypted and

cannot be read. In accordance with the provisions of the Monetary and Financial Code, the

commitment to pay by card is irrevocable. By communicating his bank details at the time of

the sale, the Customer authorises the Supplier to debit his card for the amount relating to

the price indicated, including any bank charges. The Customer confirms that he is the legal

holder of the card to be debited and that he is legally entitled to use it.

No reduction for any reason whatsoever may be made on the order confirmation, except

with the prior agreement of our head office and with proof from our company. Order

confirmations are payable notwithstanding any transfer of the payment obligation to a third

party. Bills of exchange or acceptances of payment, irrespective of their domicile, do not

deviate from this principle. Payments made to the order of Nach's representatives or agents

do not discharge the obligation.

Non-payment, even partial, of an invoice on the due date will result in the immediate

payment of the entire debt, the suspension of all deliveries and the right of the Company to

recover from the Client the costs incurred by the unpaid invoice. The interest rate for late

payment penalties payable on the day following the payment date shown on the invoice is

equal to 3 times the legal interest rate, if the sums due are paid after this date.

Article 9 : Supplier's liability - Guarantees

The products delivered by the Supplier benefit from a contractual guarantee for a period of

six (6) months, starting from the date of delivery, covering the non-conformity of the

products with the order and any hidden defect, resulting from a material, design or

manufacturing defect affecting the products delivered and making them unfit for use.

The warranty forms an inseparable whole with the Product sold by the Supplier. The Product

may not be sold or resold altered, transformed or modified.

This warranty is limited to the replacement of products that do not conform or are affected

by a defect. In case of impossible replacement, a credit note will be issued by the Supplier to

be used on the next order.

Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the

part of the Purchaser, as well as in the event of normal wear and tear of the Product or force

majeure.

In order to assert its rights, the Purchaser must, on pain of forfeiture of any action relating

thereto, inform the Supplier in writing of the existence of the defects within a maximum

period of five (5) days from their discovery. Refunds or exchanges may be requested by post

(Nach / Customer services (BtoB); 125, chemin de Tournefeuille, 31300 Toulouse) or by email

([email protected]). The return costs are then borne by the Supplier who will send

the Customer a return label.

The Supplier will replace or repair the Products or parts under warranty that are found to be

defective. This guarantee also covers labour costs.

The replacement of defective Products or parts shall not have the effect of extending the

duration of the above-mentioned guarantee.

Finally, the warranty shall not apply if the Products have been subjected to abnormal use, or

have been used in conditions different from those for which they were manufactured, in

particular in the event of failure to comply with the conditions prescribed in the instructions

for use.

Nor does it apply in the event of deterioration or accident resulting from impact, dropping,

negligence, lack of supervision or maintenance, or in the event of transformation of the

Product.

Article 10 : Intellectual property rights

The Supplier retains all industrial and intellectual property rights relating to the Products,

photos and technical documentation which may not be communicated or executed without

its written authorisation.

Article 11 : Data protection

The personal data collected from the Purchaser shall be subject to computer processing by

the Supplier. They are recorded in its customer file and are essential for processing the order.

This information and personal data are also kept for security purposes, in order to comply

with legal and regulatory obligations. They will be kept for as long as necessary for the

execution of orders and any applicable guarantees.

The data controller is the Supplier. Access to personal data will be strictly limited to the

employees of the data controller who are authorised to process them by virtue of their

duties. The information collected may be communicated to third parties contractually bound

to the company for the performance of subcontracted tasks, without the Buyer's consent

being required.

In the context of the performance of their services, third parties have only limited access to

the data and are obliged to use it in accordance with the provisions of the applicable

legislation on the protection of personal data. Apart from the cases set out above, the

Supplier shall not sell, rent, transfer or give access to third parties to the data without the

prior consent of the Purchaser, unless it is obliged to do so for a legitimate reason.

If the data is to be transferred outside the EU, the Purchaser will be informed and the

safeguards taken to secure the data will be specified.

In accordance with the applicable regulations, the Purchaser has a right of access,

rectification, deletion and portability of the data concerning him/her, as well as the right to

oppose the processing for a legitimate reason, which he/she may exercise by contacting the

data controller at the following postal or email address: [email protected]. In the

event of a complaint, the Purchaser may address a complaint to the personal data protection

officer of the Commission Nationale de l'Informatique et des Libertés.

Article 12 : Unforseeability

These GTC expressly exclude the legal regime of unforeseeability provided for in Article 1195

of the French Civil Code for all sales of Products by the Supplier to the Purchaser. The Supplier

and the Purchaser therefore each waive the right to invoke the provisions of Article 1195 of

the French Civil Code and the unforeseeable circumstances provided for therein,

undertaking to assume their obligations even if the contractual balance is upset by

circumstances that were unforeseeable at the time of the conclusion of the sale, even if their

performance proves excessively onerous, and to bear all the economic and financial

consequences thereof.

Article 13 : Enforcement

In the event that either Party fails to fulfil its obligations, the Party suffering the default shall

have the right to request the compulsory execution in kind of the obligations arising from

the present contract. In accordance with the provisions of Article 1221 of the French Civil

Code, the creditor of the obligation may pursue this compulsory execution after a simple

formal notice, sent to the debtor of the obligation by registered letter with

acknowledgement of receipt, which has remained unsuccessful, unless this proves to be

impossible or if there is a clear disproportion between its cost for the debtor, in good faith,

and its interest for the creditor.

It is recalled that in the event of a failure by either Party to fulfil its obligations, the Party that

is the victim of the default may, in accordance with the provisions of Article 1222 of the

French Civil Code, fifteen (15) days after sending a formal notice to perform that has

remained unsuccessful, have the obligation performed by a third party, at the expense of

the defaulting Party, provided that the cost is reasonable and in accordance with market

practices, without judicial authorisation being required for this purpose, it being understood

that the Party that is the victim of the default may also, at its discretion, request in court that

the defaulting Party advance the sums necessary for this performance.

Article 14 : Exception of non-fulfilment

It is recalled that in application of Article 1219 of the Civil Code, each Party may refuse to

perform its obligation, even though it is due, if the other Party does not perform its own and

if this non-performance is sufficiently serious, i.e. likely to jeopardise the continuation of the

contract or fundamentally upset its economic balance. The suspension of performance shall

take effect immediately upon receipt by the defaulting Party of the notice of default sent to

it to this effect by the Party suffering the default, indicating the intention to apply the

exception of non-performance for as long as the defaulting Party has not remedied the

default established, served by registered letter with acknowledgement of receipt or on any

other durable written medium allowing proof of dispatch.

This exception of non-performance may also be used as a preventive measure, in accordance

with the provisions of Article 1220 of the Civil Code, if it is clear that one of the Parties will

not perform its obligations on the due date and that the consequences of this nonperformance are sufficiently serious for the defaulting Party.

This option is used at the risk of the Party taking the initiative. The suspension of

performance shall take effect immediately upon receipt by the allegedly defaulting Party of

the notification of the intention to apply the exception of preventive non-performance until

the allegedly defaulting Party performs the obligation in respect of which a future breach is

manifest, served by registered letter with acknowledgement of receipt or on any other

durable written medium allowing proof of dispatch.

Article 15 : Force majeure

The Parties shall not be held liable if the non-performance or delay in the performance of

any of their obligations, as described herein, results from a case of force majeure, within the

meaning of Article 1218 of the French Civil Code.

Article 16 : Termination of the contract

16.1 Termination for non-performance of a sufficiently serious obligation

The Party that is the victim of the default may, notwithstanding the clause Resolution for

failure by a Party to fulfil its obligations set out below, in the event of sufficiently serious

non-performance of any of the obligations incumbent on the other Party, notify the

defaulting Party by registered letter with acknowledgement of receipt, of the wrongful

termination of the present contract, fifteen days after the sending of a formal notice to

perform which has remained unsuccessful, in application of the provisions of article 1224 of

the French Civil Code.

16.2 Termination for force majeure

It is expressly agreed that the parties may terminate this contract by operation of law,

without notice or formality.

16.3 Common provisions for resolution cases

It is expressly agreed between the Parties that the debtor of an obligation to pay under the

terms of this agreement shall be validly put in default by the mere fact that the obligation is

due, in accordance with the provisions of Article 1344 of the French Civil Code.

In any event, the injured Party may seek damages in court.

Article 17 : Dispute

All disputes to which this contract and the agreements arising from it may give rise,

concerning their validity, interpretation, execution, resolution, consequences and

consequences, shall be submitted to the competent courts of the city of Toulouse.

Article 18 : Language of the contract - Applicable law

These GTC and the operations arising from them are governed by French law.

They are written in English for any non-French person. In the event that they are translated

into one or more languages, only the French text will be deemed authentic in the event of a

dispute.

Article 19 : Acceptance by the Purchaser

These GTC are expressly approved and accepted by the Customer, who declares and

acknowledges that he has full knowledge of them, and thus waives the right to rely on any

contradictory document and, in particular, his own general terms and conditions of

purchase, which shall be unenforceable against the Service Provider, even if he has

knowledge of them.