Article 1: General

1.1 The purpose of these general terms and conditions of sale  (hereinafter the "GTC") is to govern all sales made by the  company SONIA RYKIEL CREATION PARIS (hereinafter the  "Company"), whose registered office is located in Paris (75008),  41 rue François 1er, with its customers.  

1.2 Any order placed by the customer (hereinafter the  "Customer") entails prior acceptance of these GTC, without  reserves or restrictions.  


1.3 Any document other than these GTC, in particular  prospectuses, notices, catalogs, are for information purposes  only and are not binding. 


1.4 Any deviation from these GTC may only be made with the  Company's prior written consent.  


Article 2: Orders
 
2.1 Orders are placed by sending the Company a standard  order form provided by the Company upon request or via  the digital platform set up by the Company. The Client has  a period of ten (10) calendar days from the date of the  order to modify or cancel the said order, by registered  letter with return receipt and e-mail sent to the Company.  After this period of time, any modification or cancellation  of the order shall be governed by the provisions of article  2.2. 

2.2 Cancellation or modification of all or part of an order  placed, after the ten (10) day period provided for in Article  2.1, shall entail payment by the Customer of a compensation calculated as follows :  
- 30% of the total price of the order, or of the  related part of the order, when it is cancelled or  modified between ten (10) calendar days and the  month following the order; 
- 50% of the total price of the order, or of the  related part of the order, when it is cancelled or  modified more than one (1) month and less than  two (2) months after the order; 
- 100% of the total price of the order, or of the  related part of the order, when it is cancelled or  modified more than two (2) months after the  order. 
Any advance payment made in respect of the order will be  retained by the Company as the aforementioned compensation. 

2.3 At the latest within two (2) months following the order  placed by the Client, the Company shall send the Client  an order confirmation document via the platform set up by  
the Company. The order confirmation document may  include changes related to manufacturing requirements,  compared to the products contained in the initial order.  

2.4 The Company is only bound by orders that have been  confirmed in writing by the Company.  


Article 3: Products modification 

The Company reserves the right to make any changes to  the products ordered which is deemed useful or that is considered to constitute a necessary improvement or  change, or that is dictated by its commercial strategy,  without the need to inform the Client in advance.  


Article 4: Deliveries 

4.1 The transport cost shall be borne in full by the  Customer.  

4.2 The dates or delivery times stated in the order  confirmations are "ex-factory" and are only indicative.  
Any reasonable delay in the products’ delivery shall not  entitle the Customer to claim damages or to cancel the  order. 

4.3 The product’s shipment shall be carried out at the  Customer's own risk.  

4.4 In the event of damage or loss occurring during  transport, no claim may be made against the Company if  (i) the Client has not expressly stated its reservations on  the delivery note upon receipt of the products, and (ii) if  these reservations have not been confirmed to the carrier  and the Company by registered letter with  acknowledgement of receipt within 72 hours of delivery.  

4.5 The Company reserves the right to discontinue any  delivery to a Customer, without prior formal notice, in the  event of late payment of previous deliveries.  
After more than ten (10) days of unsuccessful formal  notice, the Company shall be free to dispose of the  products ordered by the defaulting Client, without  prejudice to the compensation that it shall be entitled to  claim under these GTC.  

4.6 If the Company is unable to deliver all or part of the  products duly ordered, due to a case of force majeure, the  order shall be automatically cancelled without  compensation. Any deposit paid will be returned to the  Client, or retained if the Client is in debt for previous  deliveries.  
The Company shall not be held liable if the non performance or delay in delivery is due to a case of force  majeure. Force majeure refers to any external,  unforeseeable and irresistible event.
In particular, the following events are considered to be  cases of force majeure:  
- fire, flood, theft or any other accident leading to  the destruction or disappearance of the  Company's products, inventories, warehouses or  in the event of a shutdown of its operations; 
- strike and lockout ; 
- transportation discontinuance, power outages  and machinery breakdowns ; 
- epidemics, pandemics and any administrative  measures initiated by the authorities which  prohibits the continuation of the activity.  

Article 5 - Prices 

5.1 The prices of the goods sold are the prices in force on  the day the order is taken.  

5.2 Prices are in euros and are exclusive of tax. They will  be increased by the VAT rate and transport costs  applicable on the day of the order.  

5.3 The Company reserves the right to change its rates at  any time. It undertakes to invoice the goods ordered at the  prices indicated at the time the order is recorded. 


Article 6 : Payment 

6.1 Payment for orders is made by bank wire transfer in  euros. 

6.2 No discount will be granted for early payment. 

6.3 At the time of the registration of the order and unless  the Company has given its prior written consent, the  Client shall pay a deposit of thirty percent (30%) exclusive  of tax. (30% exclusive of tax) of the total amount of the  invoice, the balance of seventy percent exclusive of tax  (70% exclusive of tax) to be paid on the day of receipt of  the goods.  
If the Customer does not have credit insurance, the total  amount of the invoice relating to the order placed by the  Customer must be paid at the same time as the order  (100% exclusive of tax), unless the Company has given its 
prior written consent.  

6.4 Any delay or default in payment shall automatically,  without prior notice of default, result in the application of  late payment interest calculated on the basis of the legal  interest applicable between professionals, increased by ten  (10) points.  

6.5 Any delay or non-payment shall automatically,  without prior notice of default, result in all invoices issued  for that Customer becoming immediately due and  payable. 

6.6 In the event of late or non-payment, the Company  reserves the right to cancel any current or future orders.  


Article 7: Retention of title clause 

7.1 The Company retains ownership of the goods and  merchandise sold until full payment of the price by the  Customer, in principal and accessories.  

7.2 The Customer expressly refrains from assigning the  products sold under warranty or reselling them before full  payment of the price, in principal and accessories.  

Article 8: Return of products and guarantee 

8.1 The Company guarantees the Customer against  apparent defects or substantial defects in the sold products. Differences in quality, color, width, weight,  trim, design, etc. from the products ordered shall not be  considered apparent defects or substantial defects.  

8.2 In the event of apparent defects or substantial defects  in the product, the Client undertakes to report them to the  Company within twenty-four (24) hours of delivery and  by registered letter with acknowledgement of receipt,  detailing precisely the apparent defects or substantial  defects found.  
These products must be returned to the Company no later  than eight (8) days after delivery.  

8.3 After inspecting the returned products and in the event  of apparent defects or substantial defects, the Company  shall either replace the products returned by the Client or  issue a credit note for the amount of the defect, within  eight (8) days following receipt of the returned products  by the Client.  
No returns can be made for reasons other than those stated  above.  

8.4 In the event of apparent defects or proven substantial  defects, the Company will not be required to pay any compensation. 


Article 9: Customer’s obligations 

9.1 The Customer is required to respect the following  minimum order amounts: €3,000.00 excluding VAT for  orders placed by French Customers from Metropolitan  France and €5,000.00 excluding VAT for orders intended  for export outside Metropolitan France.  
The products are delivered for retail sale to end  consumers, unless the Company has given its prior written  consent. The resale of the products to another merchant, retailer or wholesaler outside the European Union is  prohibited. The resale to retailers is prohibited under all  circumstances.  

9.2 The "SONIA RYKIEL" trademark and all other  trademarks of the Company and of the companies of the  group to which it belongs consisting, or not, of the words  "SONIA RYKIEL", as well as all intellectual property  rights which may be attached to the products distributed  by the Company (whether registered or not) (hereinafter the "Intellectual Property Rights") are and will remain the  exclusive property of the Company and of the companies  of the group to which it belongs. The Client is prohibited  from reproducing, representing, distributing, using,  exploiting or modifying, in whole or in part, on any  medium whatsoever, the Company's products without the  express, prior and written consent of the Company. The  Client is also prohibited from transmitting to third parties  any information, drawings, sketches or documents of any  kind whatsoever, allowing the reproduction or  representation, in whole or in part, of the Company's  products.  

9.3 The Customer is also prohibited from reproducing,  imitating, representing, distributing, using, exploiting or  modifying, in whole or in part, on any medium  whatsoever, the Intellectual Property Rights of the  Company or of the companies of the group to which it  belongs and from making himself labels containing signs,  names, logos or drawings reproducing or imitating the  Intellectual Property Rights. 

9.4 It is strictly forbidden for the Client, directly or  indirectly, to demarcate or degrade the products, to alter  the brand(s) of the Company or the companies of the  group to which it belongs, or more generally to infringe  Intellectual Property Rights.  

9.5 The Client must obtain the Company's express, prior  and written consent for any intended publication in which  the trademark(s) or Intellectual Property Rights appear,  regardless of the medium used. In particular, if the  merchandise is offered at a reduced price, in particular  during sales, the Client is not authorized to use the  trademark(s) or the Intellectual Property Rights to  advertise, on any medium whatsoever, if the terms of such  resale would damage the prestige image of the Company's  trademarks and luxury products.  

9.6 The Customer must ensure the marketing of the  products in a high-end brand environment adapted to the  product line concerned. Products purchased from the  Company may only be resold within one (1) year from the  effective date of delivery. After this period, the Client  must inform the Company, by registered letter with  acknowledgement of receipt, of unsold goods still in its  inventory, by producing a detailed inventory. The  Company may, at its discretion, buy back the Client's  
stock of unsold items at a price not exceeding forty percent  excluding taxes (40% excl. taxes) of the price of the initial  sale of the items. Otherwise, the Client shall proceed at its  own expense with the destruction of the stock of items and  provide the Company with proof thereof, or may be  authorized to continue the sale under the conditions set by  the Company, pursuant to the Company’s prior written  consent. 
The products’ presentation must permit perfect  identification of the Company's brand(s) and the related clothing lines, compatible with the prestige of the brands  distributed by the Company, in strict compliance with the  Company's instructions concerning the graphic charter of  its brands and the use of its merchandising and  promotional tools (in particular signs).  

9.7 Any breach of the obligations of this Article 9 shall be  considered as a serious misconduct on the Client’s part, justifying immediate termination, without notice and  independent from any judicial intervention, of the order  and of the outstanding orders and engaging the Client's  liability, without prejudice to any damages or other  compensation of any nature whatsoever that may be  claimed by the Company in respect of such breach, and  without the Client being able to claim any compensation  whatsoever.  


Article 10: Internet sales 

10.1 The Company reserves the right to promote and sell,  directly or indirectly, all of its products on the Internet.  

10.2 The Customer is prohibited from selling the  Company's products exclusively on its website, unless the  Company has given its prior written consent.  

10.3 The Client who sells the Company's products in one  or more retail outlets may, with the Company's express  written authorization, which may only be given after the  Company has examined a draft model submitted by the  Client, present or offer for sale the said products on an  Internet site belonging exclusively and directly to the  Client.  

10.4 In the event where the Client is authorized to sell on  the Internet, the Client's website, the existence of which  necessarily implies the prior existence of a retail outlet,  shall be subject to the prior approval of the Company,  which shall ensure that it presents the products in a  manner consistent with the image of the Company and its  brand(s), its notoriety and reputation.  

10.5 The products shall be presented in a qualitative and  high-end brand environment adapted to the company's  image. The Client's website must not create confusion  with the Company's website and must include an active  link to the Company's website (www.soniarykiel.com). 
The space reserved for the Company's products must  present the products in a meaningful way on a white  background. Product visuals must be of good quality. The  website must use the logo and/or trademark(s) provided  by the Company and corresponding to the product line  presented on the website. The products must be presented  separately from any other brands, grouped in a single  space by category or line.  

10.6 No links may be established with and/or to other  merchant sites, with the exception of the Company's  website.  

10.7 Any violation of the obligations of this article shall  be considered as a serious misconduct on the Client’s part, justifying immediate termination, without notice and  independent from any judicial intervention, of the  outstanding orders and engaging the Client's liability,  without prejudice to any damages that may be claimed by  the Company on account of such violation and without the  Client being able to claim any compensation whatsoever.  


Article 11: Limitation clause 

11.1 The Company shall not be liable for any indirect  and/or immaterial damages that may be caused in the  performance of the GTC, such as, but not limited to,  financial and commercial prejudice, loss of turnover, loss  of customers and/or loss of business opportunity. 

11.2 In any event, should the Company's liability be  engaged, it shall be strictly limited to the amount of the  sums paid by the Customer in the three (3) months  preceding the occurrence of the event giving rise to the  dispute.  


Article 12: Termination 

12.1 In the event of a breach by the Client of its  obligations under these GTC and/or any agreement with  the Company concerning the sale of the products, the  Company reserves the right to terminate the agreement  ipso jure and without legal formalities, without prejudice  to any claim for damages and interest and without the  Client being able to claim any compensation for such  damages, after sending a formal notice to remedy the  breach within a period of ten (10) calendar days, which  has remained without effect.  

12.2 In the event of an irremediable breach by the Client  of its contractual obligations, the Company reserves the  right to terminate the agreement immediately, ipso jure and without legal formalities, upon written notification,  without prejudice to any claim for damages and interest  and without the Client being able to claim any  compensation in this respect.  

12.3 In the event of termination of the contract for any  reason whatsoever, the Customer undertakes to  immediately cease all use of the Intellectual Property  Rights and any sale of the Company's stock of articles.  The Company may, at its discretion, repurchase the  Client's stock of items for a price that shall not exceed  forty percent exclusive of tax (40% excl. tax) of the price of the initial sale of the Company's items to the Client.  Failing this, the Client must destroy the stock of items at  its own expense and provide the Company with proof of  such destruction.  


Article 13: Evidence 

The Client expressly accepts and acknowledges that the  Company's communications by email, in performance of  the contract, carry the same probative value as letters and  documents sent by postal services, except where a  registered letter with acknowledgement of receipt is  expressly required under the terms of these GTC.  


Article 14: Confidentiality 

The Customer expressly acknowledges and accepts that  all data and information, regardless of the medium, of  which he will have become aware in execution of the GTC are strictly confidential and may not, as such, be  communicated to anyone, even crossed out and/or  truncated, for any reason whatsoever. 


Article 15: Applicable law, attribution of jurisdiction 

15.1 Only French law is applicable to sales concluded  between the Company and the Customer.  

15.2 Any dispute or controversy between the Company  and the Client shall be brought before the Commercial  Court of Paris, which shall have sole jurisdiction.  

15.3 This attribution of jurisdiction also applies in the case  of multiple defendants and for any claim, even for  intervention in warranty.