Standard Terms and Conditions for Export Sales (business-to-business)

Recitals

These Standard Terms and Conditions for Export Sales, hereinafter referred to as the "T&Cs", embody the entire agreement regarding the obligations of the parties. They set out the terms and conditions and the rules governing Export sales of one or more products and/or services by Marcel Robbez-Masson SAS, it being agreed that the term "Product" or "Products" hereinafter refers to one or more goods manufactured or marketed by and/or one or more services provided by Marcel Robbez-Masson SAS. The term "Company" hereinafter refers to Marcel Robbez-Masson SAS and the term "Client" refers to the business client placing an order for one or more Products.

Clause 1: Application of the Standard Terms and Conditions of Sale - Enforceability

These T&Cs apply to orders placed for Products to be shipped outside France. These T&Cs govern the Company's contractual relationship with its Client. By ordering one or more Products, the Client is deemed to have fully and unconditionally accepted all provisions of these T&Cs.

These T&Cs prevail over any other terms and conditions set out in any other document, including any standard or special terms and conditions of purchase, unless expressly agreed otherwise in writing and in advance by the Company. They form the sole basis of the business relationship between the parties.

Accordingly, any conflicting provision imposed by a Client will not be enforceable against the Company, regardless of the time at which it may have been notified to the Company, unless expressly accepted by the Company. The Company may amend these T&Cs at any time. If amended, the applicable T&Cs will be the T&Cs in force when the order was placed by the Client.

Clause 2: Order process - Amendments - Cancellations

No sale will be final and binding until the Client's validated order has been registered by the Company. Orders must be placed in writing. Orders are binding on the Client as and when they are received by the Company.

In order to ensure the proper fulfilment of each order, all orders must specify the Client number, the place of delivery, the exact reference number of the Products, the quantities, the size (length or diameter) of the Products and the invoicing method to be used. Order amendments and cancellations will not be valid until they have first been expressly accepted by the Company.

Clause 3: Products - Changes

The Company may make any changes to its Products advertised in its catalogues and magazines, at any time. Any Products that are no longer advertised in its current catalogues or magazines may still be ordered after the expiry of those catalogues or magazines, subject to availability.

Clause 4: Delivery - Dates - Risk

Delivery dates depend on the nature of the order and will be communicated to the Client at the time of the order, as an approximate delivery date only. The delivery dates indicated are not binding on the Company and, accordingly, no damages or compensation may be claimed and no pending orders may be cancelled for deliveries after the indicated date. In any case, orders may only be registered by the Company if the Client has fulfilled all its outstanding obligations to the Company. The Products will be shipped to the billing address, unless otherwise stated in the order. Delivery, insurance and packaging fees will be invoiced to the Client for each shipment.

Unless otherwise provided in a written contract (entered into between the Company and the Client):

• the applicable INCOTERM will be jointly agreed by the Company and the Client for each order.
• the Client will bear the risks associated with the Products once risk transfers to the Client.

The Products are deemed to have been delivered when they are made available by the Company's carrier. In the event of any patent irregularities or damage affecting a parcel or missing Products, the Client shall mark all reservations and observations on the transport receipt. The Client shall retain all components of the packaging (carrier envelope, cardboard box, strip packaging, resealable bags, etc.). If a parcel is affected by serious irregularities, the Client may refuse to accept delivery of the parcel and ask the carrier to return it to the Company. In all cases, the Client shall inform the Company in writing, within no more than two business days of delivery, and provide full supporting documents proving the irregularity. Failing that, the Products covered by the Client's complaint will not be exchanged and no credit note may be issued.

Clause 5: Acceptance

Without prejudice to the steps to be taken with the carrier at the time of delivery (issuing of reservations or refusal to accept delivery of a damaged parcel), any complaints relating to any flaws or defects affecting the delivered Products or their failure to match the Products ordered (non-compliance) must be notified to the Company in writing within fifteen (15) days of the delivery date. The Company will only process complaints and will only exchange defective items or issue a credit note if the complaints are duly proven and received within that period. No Products will be returned or exchanged after the end of that 15-day period. The Client is responsible for providing all supporting documents proving the existence of the flaws or irregularities reported. The Client must give the Company every opportunity to verify the existence of such flaws and correct them. The Client is not permitted to correct the problem directly or through a third party.

As the Products are sold between businesses operating in the same business line (supplier and jeweller), the Company will not be bound by the statutory warranty for any latent defects that may affect the Products being sold, unless the defect is reported in the form of a complaint within 15 days of the delivery date.

The Client will be solely liable for the guarantee of conformity (as implemented by the Directive (EU) 2019/771 in its dealings with its own customers. If legal action is taken against a Client by its own customers under the guarantee of conformity, the Client expressly waives any right of recourse or any third-party application for indemnity against the Company, as the Client is required to check and accept the compliance of the Products when received.

For Products packed individually, the original weights and measurements will be used to establish the quantities delivered.

Clause 6: Returns - Procedure - Consequences

In order to be entitled to a Product exchange or a credit note, the Company's prior express consent is required for any Product return. No exchange will be proposed or credit note issued for any Product returned without this consent and in such a case, the returned Product will be made available to the Client for collection. The Client shall always bear the cost and risk of any Product return. If the delivered Products are affected by a flaw or a defect or are non-compliant, as accepted by the Company in accordance with the provisions set out in Clause 5 of these T&Cs, the Client will be entitled to a free replacement or repair of the Products or a credit note, to the exclusion of any compensation or damages. Each Product returned by the Client must be identified using the Company's product reference number. Failing this, an extra processing fee will be invoiced to the Client, in an amount of five euros (€5) for each Product returned without the corresponding product reference number.

Clause 7: Repairs and after-sales service

The Company may provide a fee-based repair service for the Products.

The fee-based repair services are only available for Products manufactured by the Company. Any defects or damage caused by normal wear and tear, an accident or repairs or maintenance by a third party will only be repaired once the Client has accepted a quote issued by the Company. Each Product sent by the Client must be identified using the Company's product reference number. Failing this, an extra processing fee will be invoiced to the Client, in an amount of five euros (€5) for each Product sent without the corresponding product reference number.

Clause 8: Prices

The catalogue prices are provided as approximate prices only and may vary, in particular in line with the price of the materials used.

• The total price of a Product made of 750‰ or 375‰ gold is calculated as follows:

• the price of the metal, per gram, calculated on the invoice date based on the "Industrial Gold" prices published by Cookson-Clal.
• the cost of the workmanship, including the cost of the stones used, using the price per gram or per item applied when the order is placed.
• the fee charged for certifying and hallmarking the Product, applied when the order is placed.

The weight of gold Products is approximate only and may vary depending on the manufacturing method used.

• The price stated for all other Products (silver, gold-plated, steel, etc.) is a total price, for each item. All prices are stated in euros (€), exclusive of tax.
• The prices stated do not include customs charges, transportation costs, import duties and taxes, any indirect charges applied at the time of the sale or any miscellaneous expenses, of any kind whatsoever, payable outside France.

Clause 9: Taxes and duties

The Client shall bear all taxes, fees and duties under the laws and regulations in force in France or those of an importing or transit country. Exported Products are exempt from VAT under Articles 262 and 262 ter of the French Tax Code (Code Général des Impôts).

Clause 10: Invoicing

The invoices issued by the Company will be sent with the Products and serve as the delivery slip. The date on which the Products are removed from the warehouse is also the invoice date and the start date for any deferred payment terms agreed.

As a general rule, all invoices will be issued in euros (€). Invoices may be issued in US dollars if jointly agreed by both parties. In such a case, the euro/US dollar exchange rate published on the day before the invoice date (as published on the European Central Bank's website) will be used, unless otherwise provided in the contract entered into between the Company and the Client.

Clause 11: Payment - Arrangements

Unless otherwise provided in a written contract (entered into between the Company and the Client), orders must be paid in advance, in euros (€), by wire transfer to the notified bank account or in the form of an irrevocable documentary credit confirmed by a bank chosen by the Company. No discount is available for early payment.

Clause 12: Late payment or non-payment

If the Client pays late, the Company may rely on the Client's non-performance to suspend all pending orders, without prejudice to any other remedies. Late payment interest will accrue on any sum that is not paid on time, calculated on the basis of a rate of 10% per annum, from the day after the due date stated in the invoice. A fixed debt collection fee of forty euros (€40) will also be charged. If the Client fails to pay all or part of an invoice on time, all sums owed by the Client will become immediately due and payable. In the event of non-payment, and if the Client fails to pay within forty-eight hours of a formal notice to pay, the Company may decide to terminate the sale, as of right and at its own discretion and may request the return of the Products (including by filing a "procedure judiciaire en référé"). Any such termination will affect both the order in question and also all pending orders. Payments may not be suspended or in any way set off against other sums owed, in any circumstances whatsoever, without the Company's prior written consent. Any partial payment made will first be used to settle the unsecured part of the debt and then the sums that have been outstanding for the longest period of time. If the Company appoints a debt collection company to recover the sums owed by the Client or takes legal action, a penalty of 15% of those sums (with a minimum of €100) will be charged as damages on top of the late payment interest and the fixed debt collection fee referred to above.

Clause 13: No exclusive rights

The parties agree that notwithstanding the order placed by the Client for Products sold by the Company, no exclusive distribution, supply or sale rights are created. Accordingly, the Company remains free to sell its Products to any other party, including competitors of the Client, without any exclusive obligations or restrictions owed to the Client. Any conflicting clause will be deemed unwritten.

Clause 14: Retention of title

THE COMPANY RETAINS TITLE TO THE MANUFACTURED OR MARKETED PRODUCTS UNTIL THE ENTIRE PRICE HAS ACTUALLY BEEN PAID, COVERING BOTH THE PRINCIPAL AMOUNT AND ANY ANCILLARY CHARGES. IF THE CLIENT FAILS TO PAY ANY SUM ON TIME, THE COMPANY MAY RECLAIM THE GOODS IN ACCORDANCE WITH THE PROVISIONS OF FRENCH ACT NO. 80-335 OF 12 MAY 1980. NOTWITHSTANDING THIS PROVISION, THE RISK ASSOCIATED WITH THE PRODUCTS WILL NEVERTHELESS TRANSFERS TO THE CLIENT UPON DELIVERY, CORRESPONDING TO THE RISK OF A LOSS OF OR DAMAGE TO THE PRODUCTS.

Clause 15: Force majeure

The Company may not be held liable for any failure to fulfil its obligations hereunder and will not be liable for any damage or loss to the extent that the failure or damage or loss is attributable to any causes beyond its control or over which it has little control. Any event corresponding to the statutory definition of a force majeure or fortuitous event will be treated as such. For the purposes hereof, the following will, in particular, be treated as a force majeure event, but without limitation: any type of strikes or unrest (within the Company or the Client or a third party, whose involvement is essential for the performance of the sale), a fire, an explosion, a flood or other natural disaster, a riot or a war (whether or not declared), a shortage or rationing of workers, materials, components, transportation or energy, late deliveries by suppliers or subcontractors, changes to ensure compliance with new laws or regulations (whether or not justified), or an embargo, etc.

If the agreed delivery date for a Product cannot be met for one of the reasons set out above, the Company will be entitled to an additional period of time that is sufficient to allow it to overcome such problems, and accordingly, it may not be held liable in that respect.

If a force majeure event occurs, it will not suspend the obligation to pay for any Products already delivered.

Clause 16: Governing law - Jurisdiction - Disputes

These T&Cs, the orders and, more generally, the relationship between the parties are exclusively governed by French law.

ANY KIND OF DISPUTE OR ANY DISAGREEMENT RELATING TO THE FORMATION OR FULFILMENT OF AN ORDER WILL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS FOR THE PLACE OF THE REGISTERED OFFICE OF THE COMPANY. THIS CLAUSE ALSO APPLIES IN THE EVENT OF EXPEDITED APPLICATIONS, INTERLOCUTORY APPLICATIONS OR MULTIPLE DEFENDANTS, REGARDLESS OF THE METHOD OR TERMS OF PAYMENT.

Clause 17: Language

These T&Cs are drafted in French. Accordingly, the French version will be authoritative in the event of a dispute between the parties or conflicting interpretations if these T&Cs are translated into any other language.