General Terms and Conditions of Sale

PARIS FASHION SHOPS - PFS

The following version of the PFS Terms and Conditions of Sale (Buyers) is dated July 2, 2020

PREAMBLE

PARIS FASHION SHOPS - PFS (hereinafter referred to as "PFS") has set up a technical hosting service for a marketplace (hereinafter referred to as the "Marketplace") where brands, manufacturers and wholesalers or any supplier (hereinafter referred to as the "Sellers") can offer products for sale exclusively to professional buyers in the fashion industry (hereinafter referred to as the "Buyers").

The Sellers are listing products for sale (fashion items, textiles, leather goods, accessories, etc.) at fixed prices on the Website (hereinafter the "Products").

The Marketplace is accessible to Buyers on the Website https://parisfashionshops.com/fr (hereinafter the "Website").

PFS serves as a facilitator of transactions on the Website but is neither the Buyer nor the Seller or reseller of the Products. Rather, by providing a Marketplace, PFS acts exclusively as a supplier of technical hosting services in accordance with Article 6 I-2 of the LCEN and as a publisher of Sellers' offers targeting the Buyers' customer base established by PFS.

Therefore, when a Buyer purchases from a Seller on the Marketplace, a sales contract is concluded between the Buyer and the Seller, pursuant to the following General Terms and Conditions of Sale ("PFS GTCS") agreed upon by the Buyers beforehand and by which the Sellers have agreed to abide, which are attached hereto.

Use of the Marketplace is expressly contingent upon acceptance of the entire PFS GTCS, excluding all other terms and conditions.

The PFS GTCS may be amended as described in Article 19, the applicable terms and conditions being those available on the Website at the time the order is placed.

1. DEFINITIONS

For the purpose of these PFS General Terms and Conditions of Sale, the use of the singular shall imply the plural and conversely, and the following definitions shall apply to terms used with a capital letter:

Buyer: shall refer to the PFS Co-Contracting Party, engaged in a professional activity, which can prove its business establishment and/or professional status by providing its SIRET number, residing in a Member State of the European Union or in a State adhering to the European Economic Area, and operating within the framework of its primary and regular professional activity, duly declared as such to the tax and social security authorities. All the above requirements must be met throughout the contractual relationship with PFS.

Business Day: shall be defined as a working weekday from Monday through Friday.

Mangopay Crédit Mutuel Arkéa: shall refer to the API "Application Programming Interface" provided to Sellers and Buyers for the purpose of implementing a payment functionality on the Marketplace through the issue of electronic money.

Website: the merchant Website featuring the Marketplace and accessible from https://www.parisfashionshops.com .

Sellers: any brand, manufacturer, wholesaler, or supplier dedicated to selling its Products to professional Buyers in the fashion industry (B2B) and who meet the requirements for Sellers as set forth in these Marketplace TOU.

2. PURPOSE

The following PFS General Terms and Conditions of Sale set forth the agreement between PFS and the Buyer regarding the terms and conditions for the provision and use of the Website and the Marketplace, from the moment an order is placed through payment and delivery to after-sales service.

The PFS GTCS, not including any other document, shall serve as the terms and conditions of sale applicable between the Buyer and the Seller for any order placed through the Marketplace.

Upon the sale of the Products, a contract of sale is concluded solely between the Buyer and the Seller, and PFS is not a party to such contract of sale and assumes no liability with respect thereto. PFS shall not act as a mandatary or agent on behalf of the Sellers, other than for the purpose of invoicing, in which case the Sellers have mandated PFS to prepare and transmit to the Purchasers any such invoices.

3. REGISTRATION AND ACCESS TO THE MARKETPLACE

Registering to the Marketplace is free.

The Buyer will have to fill in the following information during the registration process:

• Full name
• Email address
• Password
• Name, address and company's tax identification number (VAT number)
• Type and categories of clothing offered for resale

The Buyer shall provide PFS with accurate, comprehensive and up-to-date registration information. The Buyer shall be responsible for keeping its password private.

Any and all logins to the Marketplace made using a Buyer's login and password are deemed to have been made by the Buyer.

The Buyer shall promptly update the information provided at the time of registration in the Marketplace. The Buyer is solely responsible for any direct or indirect damage incurred should this information not be updated.

4. BUYER'S REPRESENTATIONS AND WARRANTIES

The Buyer hereby warrants, represents, and agrees not to use the Marketplace in any manner that:

• (i) would infringe or violate the intellectual property rights or exclusive rights or publicity or privacy rights, or any other rights of any third party;
• (ii) would violate any law, decree, rule, order or regulation;
• (iii) would be in breach of any other contract or obligation that the Buyer may have to any third party;
• (iv) would be harmful, fraudulent, deceptive, threatening, abusive, harassing, injurious, libelous, defamatory, vulgar, obscene, aggressive, or otherwise offensive in nature;
• (v) would misrepresent the source or authorship of any Content;
• (vi) would involve commercial activities and/or sales without the prior written consent of PFS for purposes such as contests, sweepstakes, trade-ins, advertising or pyramid schemes;
• (vii) would download, install, build or embed malware, viruses, worms, Trojan horses or other harmful content or code;
• (viii) would impersonate or falsely indicate affiliation with any person or entity, including, without limitation, any employee or representative of PFS.

5. RESTRICTIONS AND PROHIBITED ACTIVITIES

The Buyer hereby agrees that it shall, when using the Marketplace, refrain from any of the following activities:

• (i) publishing, communicating, or otherwise promoting any communication or solicitation designed or intended to obtain passwords, account, or private information from any PFS Buyer;
• (ii) using the Marketplace to compromise the security of any computer network by obtaining passwords or security encryption codes, transferring or storing illegal content, including content deemed threatening or obscene;
• (iii) running any Mail list, Listserv, auto-responder or "spam" program on the Marketplace or on any process that is running or activated while not logged into the Marketplace or that would otherwise disrupt the proper functioning of or impose an unreasonable strain on the Marketplace infrastructure;
• (iv) using manual or automated software, devices, or other processes to "embed" or "broadcast" content into any page of the Marketplace;
• (v) decompiling or reverse engineering or otherwise attempting to obtain the source code of the software that runs the Marketplace;
• (vi) deleting, obscuring and modifying any notices or links (e.g., the link to the PFS GTCS) on the Marketplace or in any feature or tool or other services;
• (vii) accessing, posting, distributing, and otherwise leveraging any submission through any technology or means other than the video playback pages of the Marketplace or the Video Player.

Buyer's failure to comply with the foregoing may result in PFS terminating Buyer's right to access or use the Marketplace.

6. OTHER OBLIGATIONS OF THE BUYER

The Buyer is liable for its actions related to the Marketplace.

The Buyer shall be responsible for the following:

• (i) obtaining and maintaining any equipment or related services required to log on to, access or otherwise use the Marketplace, including but not limited to modems, hardware, software and long-distance or local telephone services;
• (ii) ensuring that such equipment or related services are compatible with the Marketplace;
• (iii) taking all necessary and/or reasonable precautions to protect itself, its computer systems and other property from viruses, worms, Trojan horses and other malicious content or code.

7. ORDERING PROCESS

The Buyer shall place its order on the Marketplace in accordance with the Marketplace's intended and specified guidelines: the Marketplace is available 24 hours a day, seven days a week, at all times, with the exception of voluntary or involuntary interruptions, in particular for maintenance purposes or in the event of force majeure.

The order will be definitively registered upon the second and last validation of the summary screen of the payment information. With this last click, the order is deemed irrevocable.

An email will be sent as soon as the order is registered. This email confirms that the Buyer's order has been acknowledged by PFS and the relevant Seller(s) and not that the Product ordered is available.

In some instances, including but not limited to an incorrect address or other problem with the Buyer's account, PFS may place a hold on the Buyer's order until the problem is resolved.

8. PAYMENT METHODS

PFS relies on the Mangopay Crédit Mutuel Arkéa solution for all electronic payment services made out in euros.

The Buyer shall pay in euros using any of the following methods of payment:

• by credit card: Visa, Mastercard.
• by wire transfer.

Should the Buyer encounter any difficulties, they can contact the PFS Buyer Service department dealing with payment transactions at: client@parisfashionshops.com.

9. PRODUCT RETURN

PFS Return Policy:

Even though the Buyers are industry professionals and as such, do not benefit from the legal revocation right applicable to consumers, PFS has decided to grant them the right to return a Product that does not meet their expectations, for any reason whatsoever.

To be eligible for this return policy, Buyers must strictly comply with the following conditions:

• The Buyer must communicate their intention to return Products to PFS, within 7 calendar days (maximum) from the reception of the Products by the Buyer, by making an unambiguous request and using the return form available on the Marketplace;
• The Product(s) must be returned within 48 hours of receiving an email from PFS acknowledging receipt of the return request and providing instructions on how to proceed;
• The Product(s) must be returned in their original packaging (if available at the time of receipt): original blister pack, plastic sleeve;
• Each returned Product must be in mint condition: unwashed, unworn, with its original label still on it or attached in the same manner as when the Product was received;
• When a Product is sold in a bundle, all items in the bundle must be returned;
• A package must be used that provides sufficient protection for the Products while in transit;

Buyers must also include a packing list with the shipment as per the instructions that will be communicated to them via email by PFS.

Shipping and handling costs associated with the return shall be the sole responsibility of the Buyers.

Upon receipt of the return package sent by the Buyer, PFS will forward the applicable Products to the Seller.

The Seller will then be able to verify compliance with the return conditions and in particular the condition of the Products. If the conditions are met, the Seller will issue a credit which will allow PFS to reimburse the relevant costs to the Buyer.

If the Buyer does not meet the return conditions, the Seller and the Buyer will endeavor to find a solution. As a Marketplace, PFS cannot take any initiative or decision on behalf of the Sellers and cannot be held liable, which the Buyer acknowledges and accepts.

Claims and non-conformance

The Parties agree that Seller shall be solely responsible for late delivery, partial delivery of Products, non-compliance or damage to Products sold to Buyer, except in the event that the Seller can establish that said late delivery or non-compliance of Products ordered was caused by the negligence of PFS.

The Seller shall implement the legal and regulatory provisions in the event of non-conformity of the Product, including in the event that the Buyer has not exercised its right to lodge any claims upon delivery. Should the Buyer fail to raise any reservations, this shall not prevent the Buyer from seeking replacement, repair or reimbursement for the Product from the Seller. Alternatively, PFS may retain or deduct the amounts due to Seller from another sale.

The Seller shall respond to the Buyer's claims as soon as possible, so as to satisfy the Buyer as best as possible and consistent with applicable terms and conditions.

The Seller shall attempt to amicably resolve all claims made by the Buyer prior to PFS' involvement. PFS may, however, step in on an exceptional basis in the event of a deadlock.

All Buyer's claims made within seven (7) days from the Product's receipt shall be resolved by the Seller and through the Marketplace. PFS will no longer act as an intermediary once this time frame has elapsed.

Should the Seller allow the Buyer to return a damaged, non-conforming or delayed Product, the return shall be made to the address provided by the Seller (mainland France).

After confirmation by the Seller that the returned Product is damaged or non-conforming, the Seller shall either repair or exchange the Product, at the Buyer's request. In the event that the Seller is unable to exchange or repair the Product, the Seller may request PFS to refund the Buyer's payment (price of the Products and, under certain conditions, outbound shipping costs). Should the Seller request to refund the Buyer, PFS will not refund the amount of the canceled sale to the Seller.

10. ACCESSIBILITY

PFS shall endeavor to ensure the availability of the Marketplace. However, such availability cannot be guaranteed because of the inherent limitations of the Internet. The Marketplace may be suspended or limited from time to time to allow for repairs, maintenance, or the addition of a new feature or service. PFS shall make all reasonable efforts to limit the frequency and duration of such downtime or disruption.

Furthermore, in the event of unlawful use, piracy, or infringement of the Marketplace, PFS shall have the right to interrupt access to the Marketplace after prior notice to the Buyer, with the exception of emergencies. Such interruption shall not give rise to any compensation to Buyer and will not in any way impact the payments due under the PFS GTCS.

11. ELECTRONIC COMMUNICATIONS

When the Buyer uses the Marketplace or sends emails to PFS, it communicates with PFS electronically. As such, Buyer hereby agrees that PFS may communicate with it electronically.

Any such electronic communication may consist of emails, Marketplace notices, "urgent" notices on mobile devices and other communications.

The Buyer hereby agrees that all contracts, notices, disclosures, and other communications that PFS provides electronically satisfy any and all requirements of written communications.

PFS and the Buyer acknowledge that they are fully aware that any document, including contractual documents, exchanged between them is subject by PFS to information and electronic messaging systems that ensure that the digitized version is in full compliance with the original and that it is preserved in a faithful and consistent manner.

Both parties thus agree that any document exchanged through this system shall be deemed to constitute written evidence, as shall any email correspondence exchanged between them.

In the absence of proof to the contrary validated by a court of law, any document thus digitized as well as any electronic mail exchanged between the parties is enforceable not only between them, but also with respect to any beneficiary third party with the same evidential value as a written document on paper.

12. NEWSLETTER AND PROSPECTING

Unless the Buyer wishes expressly to the contrary, the Buyer will receive the Website's Newsletter in order to be informed of PFS' offers, events, and new Products.

The Buyer may at any time choose to edit the information they wish to receive or to unsubscribe from the newsletter by clicking on the link provided within each newsletter or message sent for marketing purposes.

13. LIABILITY

PFS shall endeavor to ensure the availability of the Marketplace. However, such availability cannot be guaranteed because of the inherent limitations of the Internet. The Marketplace may be suspended or limited from time to time to allow for repairs, maintenance, or the addition of a new feature or service. PFS shall make all reasonable efforts to limit the frequency and duration of such downtime or disruption.

In its dealings with Buyers, PFS shall not be liable for (i) any loss that was not attributable to its own negligence, or (ii) any commercial loss (including loss of profits, earnings, contracts, anticipated savings, data, goodwill or unnecessary expenses),or (iii) any indirect or consequential loss that was not foreseeable at the time the Buyer initially started using the Marketplace.

PFS shall not be held liable for any delay or inability of Buyer to perform its obligations under the PFS GTCS if such delay or inability results from a cause beyond its reasonable control.

No provision in the PFS GTCS is intended to limit or exclude the liability of PFS for fraud, or for death or personal injury caused by its negligence or gross negligence.

The liability of PFS, in any event, shall not exceed the amount of the order and shall be limited to a flat fee of 50,000.00 euros including VAT.

14. HYPERTEXT LINKS

The Website may contain links to or redirect you to third-party Websites. Please note that while PFS makes every effort to avoid such occurrences, some of these Websites may contain information that some may consider offensive or inappropriate. PFS makes no representations about any content appearing on or accessible through the Services, and PFS is not responsible for the accuracy, copyright compliance, lawfulness or decency of any material appearing on or accessible through the Services. Under no circumstances shall PFS be liable in any way for any content including, but not limited to, any errors or omissions in any such content, or for any loss or damage of any kind incurred in connection with the use of or exposure to any content posted, emailed, accessed, forwarded or made available through the Services.

15. INTELLECTUAL PROPERTY

The underlying technology and software of the Marketplace is the exclusive property of PFS. Provided Buyer complies with the PFS GTCS, PFS grants Buyer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use for personal, non-commercial purposes the Marketplace, and any underlying Marketplace software, solely for the purpose of using the Marketplace as provided by PFS in accordance with these PFS GTCS. This license does not include any resale or commercial use of the Marketplace or any of its content.

The Buyer agrees not to copy, modify, rent, lease, sell, assign, distribute, reverse engineer, secure or otherwise transfer any rights in the technology or software on which the Marketplace is based. The Buyer agrees not to use modified versions of any Marketplace underlying software, including, without limitation, for the purpose of gaining unauthorized access to our sites or applications. The Buyer shall not use the Marketplace for any illicit purpose.

16. PERSONAL DATA PROTECTION

As part of the Marketplace's operation, PFS collects and processes personal data from Buyers.

The data is processed primarily for the purpose of fulfilling a contract in order to carry out the operations involved in processing the order. Newsletter mailings and commercial prospecting by PFS are based on the Buyer's consent, which can be subsequently revoked at any time.

Buyers have the right to access their personal data, as well as the right to amend, delete, transfer such data and limit or contest its processing. They can exercise their rights by writing to PFS at the following email address: helpdesk@parisfashionshops.com

In turn, Sellers collect and process the same personal data as PFS from Buyers in order to fulfill and deliver orders placed through the Marketplace. Sellers must comply with the Privacy Policy as set forth by PFS.

Please refer to the Privacy Policy established by PFS available at the following link for more information, including the type of data collected, the purpose of the processing and its legal basis, the conditions for sharing and retaining the data, and how to exercise your rights: https://parisfashionshops.com/privacy

The Buyer hereby acknowledges having read and accepted the terms of this Privacy Policy.

17. PRIVACY AND SECURITY

To ensure the security and confidentiality of personal data collected by PFS, we use secure data networks.

PFS takes all appropriate measures to protect against loss of information, misuse, unauthorized access, disclosure, alteration, or destruction of data.

In this regard, PFS ensures that its subcontractors undertake to:

• not use the processed data for purposes other than those specified by PFS in its contract with its subcontractor(s);
• not disclose the data to other individuals and to take all measures to prevent any misuse or fraudulent use of the data; or
• take all security measures, including physical measures, to ensure the preservation and integrity of the data processed.

18. CHANGES TO THE PFS GENERAL TERMS AND CONDITIONS OF SALE (GTCS)

The PFS GTCS applicable to Buyer at the time of its registration are those listed on the Website at the time of its registration on the Marketplace.

The PFS GTCS are subject to change at any time. Should they be modified, PFS undertakes to inform the Buyer of the new terms and conditions at least fifteen (15) days before they are applied.

19. APPLICABLE LAW AND JURISDICTION

The following PFS GTCS are governed by French law.

Prior to any legal action, the Parties shall seek, in good faith, to amicably resolve any disputes that may arise regarding the validity, interpretation, compliance, non-compliance, interruption and/or termination of these PFS GTCS.

In order to do so, the earliest petitioning Party shall send to the other a certified letter with proof of delivery detailing its grievances and/or claims.

Within fifteen (15) days of receipt of the letter referred to in the preceding paragraph, the other Party shall in turn send a certified letter with proof of delivery detailing its own grievances and/or claims.

Should the dispute between the Parties still remain following this exchange of letters, the Parties shall meet in a mutually agreed location no later than fifteen (15) days from the receipt of the last letter referred to in the previous paragraph in order to reach an agreement.

If no agreement is reached at the end of this meeting, the Parties shall be free to take legal action to protect their respective rights and interests.

Any and all disputes relating to the validity, interpretation, compliance, non-compliance, interruption and/or termination and resolution of these PFS GTCS shall fall under the exclusive jurisdiction of the Commercial Court of PARIS (France).