GENERAL CONDITIONS OF SALE

Article 1: General

These general terms and conditions of sale (GTC) apply to all sales concluded by BRANDEYES EUROPE with its professional customers. By placing an order, the customer unreservedly accepts these GTC. Any deviation must be the subject of a written agreement between the parties. These GTC prevail over any other customer document, in particular its general terms and conditions of purchase, unless expressly accepted by BRANDEYES EUROPE.

Article 2: Orders

2.1 Formation of the Contract

The sales contract is formed upon acceptance of the order by BRANDEYES EUROPE, which may be done by any means (electronic, telephone, written). BRANDEYES EUROPE reserves the right to refuse any order. Orders must specify the product designation, quantities, current price and delivery times.

2.2 Modification and Cancellation of the Order

Any modification or cancellation of an order by the customer is subject to the express acceptance of BRANDEYES EUROPE. In the event of cancellation accepted within the legal deadline, the customer will compensate BRANDEYES EUROPE for the costs incurred. Any deposits paid will remain the property of BRANDEYES EUROPE.

2.3 Opening and maintaining a financial situation account

BRANDEYES EUROPE reserves the right to request accounting, financial, and legal documents and, where applicable, guarantees for the opening or maintenance of a customer account. BRANDEYES EUROPE may require full or partial payment upon ordering if the customer's financial situation justifies it.

Article 3: Price and Billing

Product prices are those in effect at the time of the order and are exclusive of taxes. BRANDEYES EUROPE reserves the right to modify its prices at any time, subject to informing the customer before any order. Invoices are issued by BRANDEYES EUROPE and are payable within 30 days of the invoice date, unless otherwise agreed, which, if longer than the legal deadline, may result in the application of interest charges. Orders sent for shipment are invoiced exclusively by BRANDEYES EUROPE.

Article 4: Payment Conditions

4.1 Payment Terms

Payments can be made by direct debit, bank transfer, check or draft.

4.2 Default of Payment

In the event of non-payment, BRANDEYES EUROPE reserves the right to suspend current deliveries and demand immediate payment of all amounts due. BRANDEYES EUROPE may also claim unpaid delivered products and exercise its right of retention over the products. In the event of persistent non-payment, invoices will be forwarded to the litigation department for recovery, the costs of which will be borne by the customer.

In the event of late payment, a fixed compensation of 40 euros for recovery costs will also be due, in accordance with current legislation. If the recovery costs incurred exceed this fixed compensation, additional compensation may be requested, upon justification.

Article 5: Delivery

5.1 Delivery Times and Methods

Delivery times are indicative. In the event of shortages or non-conformities, the customer must notify customer service within 48 hours of receiving the products.

5.2 Delivery Costs

Shipping costs are the customer's responsibility. Free shipping is available for all orders over €500 excluding VAT. For orders below this amount, a contribution to shipping costs will be charged.

5.3 Specific conditions

Delivery times may be extended in the event of force majeure or events beyond the control of BRANDEYES EUROPE, such as strikes, bad weather, supply difficulties, etc. BRANDEYES EUROPE will inform the customer of any possible delay as soon as possible.

5.4 Transfer of Risks

Unless otherwise agreed, the transfer of risks takes place upon loading at our premises on the mode of transport chosen on behalf of the buyer or upon making the goods available to the buyer at our premises, or at any other designated premises.

5.5 Shipping Conditions

In the event of damage, delays or shortages, it will be the recipient's responsibility to record the regular protests and reservations with the carrier on the receipt document, which must be signed, countersigned by the carrier or their driver, dated and confirmed by registered letter within 3 days, excluding public holidays, in accordance with the provisions of Article L 133-3 of the French Commercial Code. A duplicate must be sent to our services.

5.6 Returns, Resumptions and Complaints

Only returns of goods that do not conform to the original order and/or have cosmetic defects are authorized. Claims must be made within five (5) days of the date of receipt of the goods. The shipping costs for returns of goods directly authorized by BRANDEYES EUROPE will be covered by the latter, on the understanding that the products must be returned in the original packaging. Any return accepted by BRANDEYES EUROPE will give rise to an exchange or a credit note at the discretion of BRANDEYES EUROPE.

Frames must be returned cleaned and neat, in individual bags, not tied or connected by elastic bands, with cases, with their original parts (nose pads, sleeves and presentation lenses) and without alteration. Discounts will be applied depending on the non-conformities noted upon receipt:

• Frames without bag: 20%

• Frames with missing or non-original parts: 50%

• Missing or non-original presentation glasses: 50%

• Damaged lacquer or wear to the bridge and temples: 50%

Optical frames considered "out of collection" for less than a year at the date of return may be returned for a value equal to 50% of their purchase price net of discounts. Products out of collection for more than a year are not returned and cannot be credited. Sunglasses are not returned.

Returns should be sent to the following address:

BrandEyes Europe Services

981, allée du Sous-Maillé

Section 3, Batiment 1

27400 HEUDEBOUVILLE

FRANCE

Items sold on sale cannot be returned or exchanged.

Article 6: Reservation of Ownership

BRANDEYES EUROPE retains ownership of the delivered products until full payment of the price. In the event of non-payment, BRANDEYES EUROPE may demand the return of the products at the customer's expense. The risks of loss or damage to the products are transferred to the customer upon delivery.

In the event of resale of the products before full payment, the customer assigns in advance to BRANDEYES EUROPE all receivables resulting from this resale.

Article 7: Warranty and Claims

After-sales service is provided for each product for a period of two years from the date of the consumer invoice (upon presentation of proof), excluding promotions or free products. Only quality defects in the product that are noted and acknowledged by mutual agreement may result in the free replacement of the product or exchange for equivalent products, excluding any damage due to breakage or improper use. Complaints must be made in writing to Customer Service within 8 days of receipt of the products.

7.1 Limitation of Warranty

The warranty does not cover normal wear and tear of the products or defects and deterioration caused by improper handling, faulty maintenance, abnormal use or unauthorized modifications.

7.2 Disclaimer of Warranty

Products sold on sale or on promotion are not covered by the warranty.

Article 8: Intellectual Property

The sale of BRANDEYES EUROPE products does not grant the customer any intellectual property rights over the brands, logos, or designs. Any use or reproduction is strictly prohibited without the written permission of BRANDEYES EUROPE.

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BRANDEYES EUROPE cannot be held liable for any failure to fulfill its contractual obligations in the event of force majeure (strike, fire, flood, etc.). In the event of force majeure, BRANDEYES EUROPE's obligations will be suspended for the duration of the event.

Article 10: Purchasing Groups

Groups acting as agents for their members are responsible for the timely payment of invoices. In the event of default by the group, BRANDEYES EUROPE may request payment directly from the members.

Article 11: Advertising Material

BRANDEYES EUROPE may provide the customer with advertising material for their exclusive use. This material remains the property of BRANDEYES EUROPE and must be returned upon request.

11.1 Use of Advertising Material

The client is prohibited from using any advertising material displaying the image of a model beyond the expiry date shown on said material. The client undertakes to remove and destroy the advertising material in question as of this date. In the event of unauthorized use, the client must guarantee BRANDEYES EUROPE against any action from a third party and will be liable for all compensation that may be claimed.

Article 12: General Conditions of Distribution

12.1 Distribution Terms

The customer undertakes to ensure the presentation and marketing of the merchandise he has acquired in accordance with the reputation and image of the brands attached to it.

12.2 Online Sales

If the client plans to open an online store in addition to their physical point of sale, the site must preserve the luxury image of the brand's products. It must include a personalized online service run by competent staff and submit the entire project to BRANDEYES EUROPE before going online. This online sale must respect BRANDEYES EUROPE's intellectual property rights.

Article 13: Reservation of Ownership

In the event of resale of the products before full payment, the customer assigns in advance to BRANDEYES EUROPE all receivables resulting from this resale.

Article 14: Intellectual Property

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