GENERAL CONDITIONS OF SALE (CGV)
Reseller Distributors

 1- General

These provisions are the General Conditions of Sale of the Company GEBEL CREATION (hereinafter referred to as its trade name History Label) for the products offered for sale to a professional clientele of reseller distributors, meeting the quality and standing criteria of Label Histoire products, hereinafter the customer or the buyer.

These distributors are independent traders who operate one or more specialized, multi-brand shops, outside of any organized distribution network.

All orders transmitted to Label Histoire imply on the part of the buyer the acceptance of these general conditions of sale (hereinafter the “CGV”). Thus, if the GCS are in opposition to other clauses or agreements whatever they are, the GCS will prevail over these documents.

By placing an order under the conditions provided for in article 5, the buyer is deemed to have expressly accepted these GCS. The T&Cs are applicable to the sale of the products delivered and invoiced to the buyer in France and internationally.

2- Relationships and criteria for selecting the network of resellers

2.1 Product marketing approval
The buyer must meet the quantitative and qualitative criteria that is legitimately entitled to expect Label Histoire for the marketing of its products, namely and in principal:

• the operation of a physical point of sale,
• Good availability of products allowing immediate sale,
• The presentation in a rewarding environment,
• the decoration and layout of the point of sale and the department in which the label History products will be marketed,
• quality service to customers by duly trained sellers,
• A product testing space for consumers

A prior validation audit can be done on simple request for a history label.

Regular audits of the outlet network are carried out by Label Histoire throughout the commercial relationship.

2.2 Sale and resale of products
The marketing must be done exclusively on a fixed physical point of sale (or occasionally in ephemeral stores), the marketing of label products

story that cannot be made by the customer in e-commerce (all
formulas of websites) without the prior agreement of Label Histoire.

The benefit of the order is personal to the buyer and cannot be transferred without the prior agreement of Label Histoire.

Thus the Buyer undertakes not to resell to another non-approved professional the products subject to an obligation of approval by Label Histoire, in order to guarantee compliance with the conditions of distribution of the brand, quality training in the reseller, a quality service to the consumer, and the good management of the commercial network of history label.

This prohibition may, at the choice of the Histoire label, be temporarily lifted by written agreement after approval by the professional.

In any case, the end consumer must be able to contact a competent dealer in a simple way and obtain complete assistance.

2.3 Honesty and Loyalty Duty
The buyer agrees to an obligation of honesty and loyalty to the History label and the brands it represents. Any denigration or dishonesty may lead to the immediate breakdown and without prejudice to the commercial relationship. Procurement or attempted supply from a foreign supplier of brand products distributed by Label Histoire may result in the termination of any guarantee and the immediate termination and without prejudice to the commercial relationship.

Indeed, Label Histoire does not wish in particular to bear the costs associated with the supply of documents and manuals in French, technical-commercial expertise, technical assistance to the consumer in the event of a dealer’s failure, training of the reseller’s teams and taking them. After-sales service charge under warranty on products that it would not have sold.

2.4 Degraded management in the event of financial difficulties of the customer buyer
In the event of financial difficulties, the buyer will have to inform Label Histoire without delay. The buyer may consider selling the Label Histoire products to Label Histoire and/or will have to submit to it its project to sell Label Histoire products to a third party, a device that will require the prior agreement of Label Histoire.

2.5 Continuity of the commercial partnership in the event of capital changes of the buyer customer
In the event of the sale of the company of the buyer customer, or a change of framework or control of the company, the customer buyer will have to inform Label Histoire beforehand, which must confirm are agreed to continue the commercial collaboration.

Label Histoire reserves the right to refuse any order placed by such a buyer subject to exposing the reasons for it in simple writing.

3- Level of sale price of products

In the aim of harmonizing the Label Histoire sales network, the final sale price to the consumer customer is set by Label Histoire by article, batch of identical items or kit made up of several different items.

The Buyer may nevertheless freely adapt the sale price of the items during official promotional periods taking into account the regulatory framework applicable in the country of marketing, in this case, for France:

• lArticle L310-3 of the Commercial Code sets the legal framework for the balances, the authorized periods and the goods concerned. It qualifies the sales balances accompanied or preceded by advertising and announced as tending, by a price reduction, to theAccelerated flow of goods in stock.
• lArticle 16 of Law No. 2019-486 of May 22, 2019 relating to the growth and transformation of companies (PACTE) has modified the determination of the balance periods: they are now set by order of the Minister responsible for the economy, for a period ranging from 3 to 6 weeks.
• lOrder of 27 May 2019 as amended sets the duration of each balance period at 4 weeks, as well as the dates and times of the start of thewinter and dsummer. This decree provides for different dates overseas and in the border regions.
• the health context and the related ordersstopped by region including the border departments and theoverseas).
• Ordinances therefore Order No. 2021-1734 of December 22, 2021, of
  new rules on price reductions have been in force since May 28
  2022.

The buyer can also freely adapt the sale price of the items during thematic and targeted occasional operations by informing Label Histoire beforehand, which will have to give its agreement.

The buyer can freely make discounts to his customers under a loyalty plan.

4- Complementary services Label History

The buyer can benefit from various additional services offered by Label Histoire, such as (non-exhaustive list):

• Participation in Label History brand promotion operations in particular of communication plans for the launch of new collections or products
• The training of the sales force in in location or in the show room laboratory (Mulhouse)
• The use of the electronic e-commerce sales platform labelhistory.fr and associated logistics services to sell label products
• The use of the electronic e-commerce sales platform labelhistory.fr and the associated logistics services to organize the resale of the second-hand products label history
• The specific theatrical development of its place of sale
• Connecting and intermediary with other brands distributed by Label Histoire
• Stock-department management

These additional services are the subject of an estimate transmitted by Label Histoire to its buyer customer on request.

5- Orders

Any order from a buyer is firm and final either from the signing of the order form issued by Label Histoire, or from the validation by email of Label Histoire or from the validation of the electronic order by Label Histoire on the professional space of the LabelHistoire.fr website, Label Histoire Reserving the option of accepting or refusing the order depending in particular on the availability of the products and the creditworthiness of the customer.

The order will be processed within eight (8) weeks unless expressly written by Label Histoire. Any order placed by the buyer outside the electronic circuit via the professional space LabelHistoire.fr must specify at a minimum:

• product designation,
• the product reference,
• quantity,
• The place, delivery date desired by the buyer.

Label Histoire undertakes to deliver the quantities ordered and accepted provided that these quantities do not destabilize neither the production nor the management of stocks. In addition to the aforementioned cases, Label Histoire reserves the right not to process an order if the buyer is late in payment or if the order placed has, taking into account the production capacities and the qualitative strategy for the distribution of label products, of an abnormal nature.

6- Prices and price reductions

The products are invoiced according to the annual rate in force on the day of the order. This price is prior to the order communicated to the customer and appears in the appendix of the CGVs. Prices are included, including all taxes, except for special conditions expressly accepted.

Delivery costs in France or abroad are the responsibility of the buyer. They will be charged to him by Label Histoire.

The History label price may be modified at any time due in particular to circumstances outside its will, such as a variation in production costs or prices of supplies or raw materials from its supplier.

However, Label Histoire will inform the buyer of this price change within a reasonable time. Such prior information cannot take place in the event of a sudden and significant change in the value of raw materials or exchange rates.

any tax, tax, entitlement or other benefit to be paid pursuant to French regulations or those ofan importing country ora country of transit are the responsibility of theBuyer.

7- Deliveries

The delivery methods are defined by Label Histoire. Orders are shipped from the manufacturing site or from the Label Histoire logistics site directly to the address defined in the order form.

Label Histoire cannot therefore be held responsible for any delay in delivery, compensation relating to it, or for the resolution of the order. In accordance with article 1148 of the Civil Code, Label Histoire will be released from its obligation to issue either in the event of an occurrence of a force majeure event such as the strikes of one of its subcontractors, road blockages or in the event of fault a third party or customer. No change in the methods of delivery of the products can be made without the prior and express agreement of Label Histoire.

8- Reception

It is up to the buyer to check the conformity of the products to the order when receipt at the place defined in the order form. The Buyer must make any complaint about the apparent defects or the conformity of the products delivered, by reasoned letter addressed to the head office of Label Histoire within three (3) weeks of the delivery of the products. It is up to the buyer to provide all justifications as to the reality of the defects or anomalies observed.

The Buyer must leave Label Histoire all facilities to proceed to the observation of these defects or non-compliance and, if necessary, remedy them.

The buyer swill abstain fromintervene himself or to involve a third party for this purpose. Failing this, the Buyer will not be able to request any compensation or compensation from Label Histoire for any reason whatsoever.

In addition, it is up to the Buyer to make, if necessary, in accordance with article L.133-3 of the Commercial Code, all reservations with the carrier on the receipt for the delivery of the single transport document (car letter) and by registered letter with request for acknowledgment of receipt Within three (3) working days following receipt of the products, with a copy to Label Histoire.

The products will not be taken back or exchanged except in exceptional cases. In accordance with the provisions of article L.442-6 I-8 of the Commercial Code, any product returned without the agreement of Label Histoire cannot give rise to the establishment of a credit, deduction or compensation. No complaint will be accepted outside the procedures described in these GTC.

9- Storage and inventory management

It is up to the buyer to ensure that the products will be stored from their delivery to their sale to the shelter from humidity and that the products will be handled with care. The buyer must also ensure that the same storage conditions are respected by the carrier when the transport of the products is carried out under the responsibility of the buyer. Label Histoire will not be responsible for quality defects due to inappropriate storage conditions.

Consequently, the non-compliance with the above storage conditions, cannot engage the responsibility of Label Histoire nor give rise to the return of the products concerned.

10- Retention of title and risk transfer clause

The products remain the property of Label Histoire until their full and effective payment.

In the event of a total or partial default of payment, Label Histoire may, without losing any other of its rights, require the return of the products by registered letter with acknowledgment of receipt at the buyer’s expense and risk.

The above provisions do not preclude upon delivery of the products to the transfer to the Purchaser of the risks of loss or deterioration of the products subject to retention of title as well as any damages they may cause. The Buyer may neither pledge the Products nor transfer the property as a guarantee. In the event of resale, the Buyer undertakes to pay immediately the part of the remaining price due.

11- Intellectual property

History label keeps theAll industrial and intellectual property rights relating to trademarks, products, designs, photos, catalogs and technical documentation that cannot be communicated or used without its prior and express written authorization from Label Histoire. No modification of the products, in any way whatsoever, can be made without the express agreement of Label Histoire.

12- Responsibility

The guarantee granted by Label Histoire in the context of product sales is limited to the supply of products in accordance with the order, the rules of the art and free from any hidden defects, fromA defect in material, design or workmanship affecting the delivered products and making them unsuitable for their use. The Buyer acknowledges having read this clause prior to the day of the order.

This warranty is limited to the replacement or reimbursement of non-compliant or affected products ofa vice. Non-compliance may mean an error on the type of model or the size of the product.

Label Histoire will replace or have repaired products under warranty deemed defective. This guarantee also covers the costs of hand dwork. replacement of defective products nwill not have the effect of extending the duration of the above-mentioned warranty. Any warranty is excluded in the event of misuse, negligence or defect ofmaintenance on the part of the customer, as in the case ofnormal wear of the products or force majeure. Any warranty is also excluded in the event of the sale or resale of altered, processed or modified products such as exhibition products.

13- Payment methods

All invoices issued by Label Histoire are payable at the MJ Gebel Creation head office located at: 17, rue de Quimper, 68200 Mulhouse, regardless of the method of payment accepted by Label Histoire.

General payment conditions: for orders placed by resellers with points of sale in France:

• For any first order placed, 100% of the total price will be paid on order, the remaining balance due will be paid on delivery.
• For any subsequent order, a deposit of 50% of the total price will be required at the time of validation of the order. The remaining balance due of 50% will be payable before shipment and no later than the day of shipment.
• For orders intended for export (delivery outside France): 100% of the total amount of the price will be paid (total amount of the price collected by Label Histoire) when ordering.

14- Special payment conditions

In the event of special agreements derogating from the general conditions of sale, a writing will be validated and signed by Label Histoire. This agreement will resume in any case agreed, the scope and duration of application of these special conditions.

15- Late payment

Any amount not paid on the due date entails automatically, on the day following the payment deadline, the payment of late payment interest whose rate will not be less than three times the legal interest rate as well as the billing of recovery costs for a lump sum of 40 €. Failure to pay any unpaid sum at maturity makes all invoices still due immediately payable, without it being necessary for Label Histoire to proceed with a prior formal notice. These facts free Label Histoire from any commitment and authorize it to suspend any delivery until full payment of the invoices concerned and to terminate automatically any order to be executed or in progress.

16- Partial dispute – compensation and deduction

In the event of a dispute relating only to a part of the items invoiced, it is expressly agreed that only the amount of the article(s) in dispute could be taken into consideration, excluding the other amounts detailed in the invoice which must be paid under the conditions provided for.

No management fees will be accepted by Label Histoire for research or dispute processing.

The collection by label HISTORY of a payment of the buyer including deductions or compensations, in no case constitutes, in any case, agreement or acceptance by Label Histoire, of the object of the sums deducted. In any case, payment of the total amount of the invoice as it was originally established is due. The result of the processing of a dispute, if he agreed with the buyer, would be the subject of a regularization credit issued by Label Histoire.

17- Attribution of jurisdiction

Any dispute and any dispute relating to the sales of the History label, the payment of the price of these contracts, the execution or interpretation of the GTCs are within the jurisdiction of the Commercial Chamber of the Judicial Court of Mulhouse, even in the event of a warranty claim or multiple defendants. French law alone is applicable to commercial and contractual relations between the parties.

Version of 01/01/2023