B2B GENERAL TERMS AND CONDITIONS OF SALE

Dated 15.05.2024

PREAMBLE

The present general terms and conditions of sale (hereinafter the "Terms and Conditions") aim to govern the sales made on the website: https://b2b.oliviandco.com/ (hereinafter the "Website") or by e-mail addressed to the following address orders_eu@oliviandco.com between:

• the company [OLIVIO & CO], with a capital of [30,000] euros, whose registered office is located at [231 rue Saint Honoré, 75001 Paris, France], and registered with the Trade and Companies Register of [Paris] under number SIREN [922 273 842], represented by [Xin CHENG], duly authorized for the purposes hereof (hereinafter the "Company"), email address: le_service_eu@oliviandco.com, telephone number [+33189708198], hereinafter the "Seller" or "we";



AND

• any natural or legal person acting within the scope of their professional activity (hereinafter referred to as the "Professional Client" or "you")

These Terms and Conditions are intended to govern the sale and delivery of products ordered by Professional Clients from the Seller via the Website or by e-mail.

They are accessible and printable at any time via a hyperlink available on the Website.

Article 1 Definitions

The terms used below have, in the present Terms and Conditions, the following meaning:

• "Delivery" refers to the initial presentation of the Products ordered by the Professional Client at the delivery address indicated during the Order.
• "Order" refers to the purchase of Products by a Professional Client on the Website or by e-mail.
• "Parties" collectively refers to both the Seller and the Professional Client. In the singular, refers to one of the two Parties.
• "Products" refers to all the products marketed by the Seller on the Website.
• "Professional Client" refers to the Seller's co-contractor, who is acting for purposes relating to its commercial activity and is, as such, explicitly not a consumer as defined by French law and jurisprudence. As such, it is expressly provided that the Professional Client is a legal entity, duly registered.

A Professional Client might be:

• A distributor: meaning an entity having for business purpose to buy Products in order to resell them to other professional clients under specific terms and conditions which are provided in a distinct distribution agreement concluded with the Seller (hereinafter the "Distributor(s)");
• An independent shop: meaning an entity operating a shop which activity is to sell the Products to final consumer (hereinafter the "Shop(s)");

"Territory" refers to the European Union, United Kingdom, Norway, Turkey, Serbia and Georgia.

"Website" refers to the Seller’s website accessible at the following address: https://b2b.oliviandco.com/.

Article 2 Purpose

The present Terms and Conditions govern the sale of Products by the Seller to the Professional Client via the Website or by e-mail to the address provided above.

The Professional Client is clearly informed and acknowledges that the Website is intended solely for Professional Clients and that these Terms and Conditions are intended to govern orders placed by Professional Clients through the Website or by e-mail to the address provided above. The latter cannot benefit from the application of the general sales conditions applicable to consumer clients.

Therefore, the Professional Client undertakes to purchase the Products for their professional use.

Article 3 Access to the Website and acceptance of the Terms and Conditions

3.1. The Professional Client willing to place orders through the Website shall submit a request to access to the platform.

Access shall solely be granted to Professional Client, having their registered location located in the Territory, placing an Order to be delivered within the Territory.

3.2. The Professional Client undertakes to read these Terms and Conditions carefully.

The Terms and Conditions are referenced at the bottom of each page of the Website via a link and must be consulted before placing an Order.

They are also held at the Professional Client disposal by request addressed by e-mail.

The Seller advises the Professional Client to read the Terms and Conditions with each new Order, as the latest version of these Terms and Conditions applies to any new Order of Products.

Any Order implies acceptance of these Terms and Conditions by the Professional Client.

Article 4 Ordering Products

In order to purchase a Product, the Professional Client must:

• be at least EIGHTEEN (18) years old and/or have legal capacity
• be a duly registered professional and/or be duly authorized to carry out the present transaction

The Professional Client will be asked to provide information enabling identification.

The (*) sign indicates mandatory fields that must be filled out for the Professional Client's Order to be processed by the Seller.

The Professional Client can check the status of their Order placed through the Website on the Website.

The information provided by the Professional Client to the Seller during an Order must be complete, accurate, and up-to-date.

The Seller may request the Professional Client to confirm, by any appropriate means, their identity, the information provided, and their status as a Professional Client.

Article 5 Orders

5.1 Product Characteristics

The characteristics and information related to the Products are provided on the product sheets available on the Website.

The Seller undertakes to indicate, when required by mandatory regulations, the environmental qualities and characteristics of any Product that generates waste (the incorporation of recycled materials, the use of new resources, durability, compostability, reuse possibilities, recyclability, and the presence of hazardous substances), as well as applicable sorting rules.

The Professional Client undertakes to carefully read this information as well as the various warnings provided on the product sheets before ordering the Products, including various usage advice, before placing any Order.

The Professional Client will be required to use the Products in accordance with the instructions for use and in line with their intended purposes.

All Products sold by the Seller on the Website comply with current European legislation and applicable standards in France.

5.2 Placing Orders

Orders for Products can be placed either directly on the Website or by e-mail addressed to e_service_eu@olivioandco.com.

To place an Order on the Website, the Professional Client must follow the steps described below (please note, however, that depending on the Professional Client's starting page, the steps may vary slightly).

5.2.1. Product Selection and Purchase Options

The Professional Client must select the Product(s) of their choice by clicking on the relevant Product(s) and choosing the desired characteristics and quantities. Once the Product is selected, it can be added to the Professional Client's cart.

They can then add as many Products to their cart as they wish.

5.2.2. Orders

Once the Products have been selected and placed in their cart, the Professional Client must click on the cart and verify that the contents of their Order are correct (including quantity, characteristics, references of the ordered Products, and their prices). If the Professional Client has not done so already, they will then be prompted to log in or register.

Once the Professional Client has verified the contents of their cart and has logged in/registered, they will be presented with an automatically completed online form summarizing the price, applicable taxes, and, if applicable, delivery fees.

The Professional Client is again prompted to review the contents of their Order before validating its contents.

Once validated, the Order will be transferred to the Seller, who, after checking its validity, will send the Order Acknowledgment as provided below.

For Products with available options, specific references appear when the correct options have been selected. Orders must include all necessary information for the proper processing of the Order.

The Professional Client must also select the delivery method and choose pickup.

5.2.3. Order Acknowledgment

Once all the steps described above are completed, a page appears on the Website to acknowledge receipt of the Order to the Professional Client.

A copy of the Order acknowledgment is sent to the Professional Client via email, provided that the email address provided is correct.

It is specified that the Order summary as well as the confirmation email can be saved and printed by the Professional Client.

5.2.4. Invoicing

During the ordering process, the Professional Client must enter the necessary information for invoicing. (The (*) sign will indicate the mandatory fields that must be filled out for the Professional Client's Order to be processed by the Seller).

The Professional Client must particularly indicate all information related to delivery clearly, especially the exact delivery address, as well as any access code to the delivery address.

The Professional Client must also specify the chosen method of payment.

Neither the order form that the Professional Client completes online nor the Order acknowledgment that the Seller sends to the Professional Client via email constitutes an invoice. Regardless of the ordering or payment method used, the Professional Client will receive the invoice by e-mail.

5.3 Order Date

The Order date is the date the Seller acknowledges receipt of the Order online. The deadlines indicated on the Website only start to run from this date.

5.4 Price

For all Products, the Professional Client will find prices displayed both in Euros excluding taxes and in Euros including all taxes.

Prices as displayed on the website exclude the Value Added Tax (VAT). If applicable, the VAT will be calculated – at the rate in effect on the date of the Order – at the end of the Order process. Any change in the applicable rate may affect the price of the Products from the effective date of the new rate.

The applicable VAT rate is expressed as a percentage of the value of the Products sold.

Any additional charges or fees for customs procedures and locally mandatory procedures must be exclusively borne and paid by the Professional Client.

The prices from the Seller's suppliers are subject to change. Consequently, the prices indicated on the Website may change. They may also be modified in case of offers, discounts, or special sales.

The applicable price is the one indicated on the Website on the date the Order is placed by the Professional Client.

5.5 Minimum Order

To be accepted, any Order placed shall be at least equal to a total price of 250 EUROS (excluding VAT).

5.6 Availability of Products

The Seller undertakes to deliver the Product on the date or within the timeframe indicated to the Professional Client, unless otherwise agreed by the Parties.

The unavailability of a Product is indicated on the page of the relevant Product. Professional Clients may also be informed by the Seller of the restocking of a Product.

In any case, if the unavailability was not indicated at the time of the Order, the Seller undertakes to inform the Professional Client without delay if the Product is unavailable.

In the event that a Product is unavailable, the Seller may, and if agreed by the parties, propose an alternative Product of equivalent quality and price, accepted by the Professional Client.

If the Professional Client decides to cancel their Order for unavailable Products, said Product will not be invoiced by the Seller.

Article 6 Payment

6.1 Payment Methods

The payment methods available to the Professional Client are as follows:

• Bank transfer;
• Direct debit (i.e. ‘Prélèvement automatique’)

The Professional Client guarantees to the Seller that they have all the required authorizations to use the chosen payment method.

6.2 Payment Term

The Seller's invoices are payable as follows:

• For the Distributors: the full payment shall be made prior to the pick of the goods.
• For the Shops: first order shall be paid before delivery of the goods and the following orders shall be paid within 30-days of the invoice date.

Payments will be deemed made on the day they are actually credited to the Seller's bank account.

If the Professional Client decides to cancel their Order for unavailable Products, said Products will not be invoiced by the Seller.

6.3 Payment Rejection

If the bank refuses to execute the bank transfer or direct debit, the Professional Client must contact its bank to proceed with the payment.

In the event that, for any reason whatsoever, opposition, refusal, or otherwise, the transmission of the money flow due by the Professional Client proves impossible, the Order will be canceled and the sale automatically terminated.

6.4 Payment Delay

In case of default or delay in payment, the Seller applies late payment interest equal to three times the legal interest rate on the price – including VAT if applicable - of the purchased Products.

These penalties will be calculated from the due date until the effective payment of the invoice. They will be automatically acquired by the Seller without further formality or notice, without prejudice to the other rights and remedies of the Seller.

Late payment penalties are due on the day following the payment deadline indicated on the invoice without any reminder being necessary. Any Professional Client in a situation of late payment is automatically liable to the creditor for a fixed indemnity for recovery costs in the amount of 40 euros. When the recovery costs incurred exceed the amount of this fixed indemnity, the Seller may request additional compensation, upon justification.

Article 7 Transfer of Ownership

The Seller remains the owner of the Products delivered until their full payment by the Professional Client.

The above provisions do not prevent the transfer to the Professional Client, at the moment when the latter or a third party designated by them physically takes possession of the Product, of the risks of loss or damage to the Products subject to the retention of title as well as the risks of damage they may cause.

In the event of delivery to a carrier other than that proposed by the Seller, the risk of loss or damage to the Product is transferred to the Professional Client upon delivery of the Product to the carrier.

Article 8 Transfer of Risks

Unless otherwise agreed between the parties, the transfer of the risks of theft, loss, deterioration, or destruction to the Professional Client occurs upon delivery or, in the case of delivery to a carrier, upon handing over the goods to the first carrier.

Article 9 Delivery

The conditions for the delivery and pickup of Products are outlined in the "Delivery Policy" referred to in Appendix 1.

Article 10 Warranty for Hidden Defects

The Seller is obligated to provide warranty for hidden defects of the Product sold that render it unfit for the intended use, or that diminish its use to the extent that the Professional Client would not have acquired it, or would have paid a lesser price, had they known of them (Article 1641 of the Civil Code). This warranty allows the Professional Client, who can prove the existence of a hidden defect, to choose between a refund of the price of the Product if returned, or to keep the Product and receive a partial refund of the price (Article 1644 of the Civil Code). The action resulting from latent defects must be initiated by the Professional Client within a period of two (2) years from the discovery of the defect (paragraph 1 of Article 1648 of the Civil Code).

Article 11 Responsibility

The Seller shall not be held liable for non-performance or improper performance of contractual obligations attributable to the Professional Client, particularly during the placement of their Order.

The Seller shall not be held liable, or considered to have failed to comply with the provisions of these Terms and Conditions, for any delay or non-performance, when the cause of the delay or nonperformance is related to a force majeure event as defined by the case law of French courts.

Unless contrary provisions of public policy apply, the Seller shall not be liable for any damage of any kind resulting directly or indirectly from the use or inability to use the Products, including:

• The Seller shall not be liable for the occurrence of any special, indirect, or incidental damages, such as, but not limited to, decreased production, loss of profits, even if the Professional Client has been advised of the possibility of such damages or losses;
• The Seller shall not be liable in the event of loss or destruction of any property, damage, or expenses resulting directly or indirectly from the use, misuse, or inability to use the Product by the Professional Client, whether independently or in association with another product;
• The Seller shall not be liable in the event of any commercial loss of any kind.

In no event shall the Seller's contractual liability, as it may be incurred under these Terms and Conditions, exceed the amount of the sums paid or remaining to be paid by the Professional Client for the purchase of the relevant Product.

Article 12 Force Majeure

The Seller's liability shall not be invoked if the non-performance or delay in the performance of any of its obligations described in the Terms and Conditions results from a force majeure event. Force majeure in contractual matters occurs when an event beyond the control of the debtor, which could not have been reasonably foreseen at the conclusion of the Terms and Conditions and whose effects cannot be avoided by appropriate measures, prevents the performance of the debtor's obligation.

If the impediment is temporary, the performance of the obligation is suspended unless the resulting delay lasts for more than thirty (30) days and justifies the resolution of the Terms and Conditions. Said resolution shall take effect upon receipt of a registered letter with acknowledgment of receipt by one of the Parties mentioning the force majeure event and its duration of more than thirty (30) days.

If the impediment is permanent, the Terms and Conditions are automatically terminated, and the parties are released from their obligations under the conditions provided for in Articles 1351 and 1351-1 of the Civil Code.

In the event of the occurrence of any of the aforementioned events, the Seller shall endeavor to inform the Professional Client as soon as possible.

Article 13 Personal Data

When placing an order, the Professional Client provides personal data to the Seller, which is subject to computer processing by the Seller's services. The processing implemented aims to ensure the management and tracking of the Order and the delivery of the Products. These processing operations are necessary for (i) the performance of the contract (the Orders) concluded between the Parties, (ii) the Seller's compliance with its legal obligations, and (iii) the legitimate interests pursued by the Seller.

The Seller may transmit the Professional Client's data to subcontractors it engages, particularly to ensure the delivery of orders. The relationships between the Seller and these subcontractors are governed by a contract meeting the requirements of Article 28 of European Regulation No. 2016/679 of April 27, 2016, and the French Data Protection Act of January 6, 1978.

The Professional Client is hereby informed that, at the present date, no transfer of their data outside the European Union is made.

However, in the case where such transfer shall be put a place, the Seller will ensure to either transfer the datas in countries providing an an adequate level of protection as required by European regulations, or to govern said transfers by one of the legal instruments provided for in Regulation (EU) 2016/679 of April 27, 2016.

The Seller undertakes to retain the collected data only for a duration necessary for the processing purpose.

In accordance with applicable regulations concerning the protection of personal data, particularly European Regulation No. 2016/679 of April 27, 2016, and the French Data Protection Act of January 6, 1978, as amended, the Professional Client has the following rights:

• the right to access, rectify, erase, and port their data,
• the right to restrict the processing of their data,
• the right to object to the processing of their data and their use for commercial prospecting purposes,
• the right to define directives regarding the fate of their data after death,
• the right not to be subject to automated decision-making, including not being subject to profiling measures.

The aforementioned rights may be exercised by sending a registered letter to the Seller's head office as indicated in the header of these terms. The Professional Client may also, at any time, request a copy of their data. Additionally, the Professional Client may file a complaint with the French Data Protection Authority ("CNIL").

Article 14 Complaints and Professional Client Services

Any written complaint from the Professional Client must be sent:

• by mail to the following address at [231 rue Saint-Honoré, 75001 Paris],
• or by email to the following address: [e_service_eu@olivioandco.com].

Article 15 Intellectual Property

All visual and auditory elements of the Site, including the underlying technology used, are protected by copyright, trademark law, and/or patents, of which the Seller either owns or has usage rights.

Any person who publishes a website and wishes to create a direct hypertext link to the Website must first obtain written authorization from the Seller. This authorization from the Seller will not be granted definitively under any circumstances. Hypertext links to the Site that use techniques such as framing or in-line linking are strictly prohibited.

Any representation or reproduction, in whole or in part, of the Site and its content, by any means whatsoever, without the prior express authorization of the Seller, is prohibited and will constitute an infringement punishable by the provisions of the Intellectual Property Code. Acceptance of the Terms and Conditions constitutes acknowledgment by the Professional Client of the Seller's intellectual property rights and a commitment to respect them.

Article 16 Validity of the Terms and Conditions

Any modification of the legislation or regulations in force, or any decision of a competent court invalidating one or more clauses of the Terms and Conditions, shall not affect the validity of the Terms and Conditions. Such modification or decision does not authorize Professional Clients to disregard the Terms and Conditions under any circumstances.

Article 17 Modification of the Terms and Conditions

The Terms and Conditions are precisely dated and may be modified and updated by the Seller at any time. The applicable Terms and Conditions are those in force at the time of the Order.

The modifications made to the Terms and Conditions shall not apply to Products already purchased.

Article 18 Language, Jurisdiction, and Applicable Law

18.1 These Terms and Conditions are translated from French language. The Parties agree and accept that the French version shall prevail on other languages in case of dispute.

18.2 Prior to any referral to the competent jurisdiction pursuant to Article 18.3, negotiation in a spirit of loyalty and good faith to reach an amicable agreement shall be favored in the event of any dispute relating to these Terms and Conditions, including regarding their validity, and/or concerning the commercial relations between the Parties.

The Party wishing to initiate the negotiation process shall inform the other party by registered letter with acknowledgment of receipt indicating the elements of the dispute (the "Notification"). If, at the end of a period of one (1) month following receipt – or failing that, the date of first presentation – of the Notification, the Parties fail to reach an agreement, the dispute shall be submitted to the competent jurisdiction designated below.

Throughout the negotiation process and until its conclusion, the Parties shall refrain from taking any legal action against each other for the dispute under negotiation. As an exception, the Parties are authorized to refer the matter to the summary proceedings jurisdiction – especially in cases of default of payment by the Professional Client – or to request the issuance of an order. Any action before the summary proceedings jurisdiction or the implementation of a request procedure does not imply any waiver by the parties of the amicable settlement clause, unless expressly stated otherwise.

18.3 In the event of failure by the Parties to reach an amicable resolution of their dispute, they agree that the Commercial Court within the jurisdiction of which the Seller's registered office is located shall have jurisdiction to hear any dispute relating to the validity, formation, performance, interpretation, termination and consequences of termination regarding the application of these Terms and Conditions as well as their interpretation, performance, and subsequent sales contracts concluded by the Seller or regarding the payment of the price, even in case of plurality of debtors, third-party notice or summary proceedings.

However, the Seller may decide to bring proceedings against the Professional Client before the Commercial Court within the jurisdiction of which the latter has its domicile/registered office.

These Terms and Conditions as well as the relations between the Professional Client and the Seller are governed by French law.

Appendix 1 - Delivery Policy