General Terms and Conditions

Design and Sale of Furniture

ARTICLE 1 — GENERAL PROVISIONS

These general conditions (hereinafter "GC") apply between BUREAU LACROIX, a simplified joint stock company, registered in the Paris Trade and Companies Register under no. 835 041 328, having its registered office at 48 rue des Tournelles, 75003 Paris, represented by Sophie LACROIX, President (hereinafter referred to as "BUREAU LACROIX" or the "Designer") and any professional client within the meaning of the French Commercial Code and Consumer Code who places an order for Services or Products as defined in Article 2 (hereinafter referred to as the "Client(s)").

The Client's signature of the estimate including the details of the Services and/or Products and their price (hereinafter the "Estimate") implies acceptance of the GC and leads to the conclusion of a contract between the Client and BUREAU LACROIX (hereinafter the "Contract"). The GC as well as the Estimate constitute the sole basis for commercial negotiations. They take precedence over any general conditions and any other document, whether contractual or not, issued by the Client.

ARTICLE 2 — CREATION AND SALE OF FURNITURE

BUREAU LACROIX offers its Clients (i) furniture design services (hereinafter the "Services") and (ii) the sale of furniture from BUREAU LACROIX collection (hereinafter the "Products"). The Services and Products provided by BUREAU LACROIX and the overall project in which they are part (hereinafter the "Project") are detailed in the Estimate.

The Services consist in particular of, but are not limited to, the study of creative projects, the creation and modeling of 2D or 3D images, drawings, books of plans sketched by hand or using specific software and the coordination of the work carried out by the various craftsmen selected for the manufacture of the furniture. BUREAU LACROIX will provide the Client with the book(s) of plans resulting from the Services, which it may communicate to the craftsman selected for the manufacture.

The craftsmen commissioned to manufacture the furniture will be (i) either proposed by BUREAU LACROIX to the Client, (ii) or appointed directly by the Client. In the latter case, the Client shall ensure that the craftsman selected has the necessary know-how and skills to produce the furniture in accordance with BUREAU LACROIX's aesthetic standards and technical constraints. In this respect, the Client undertakes to communicate to BUREAU LACROIX, at the latter's express request, the information relating to the craftsman selected; BUREAU LACROIX reserves the right to refuse any craftsman whose manufacturing processes are likely to infringe its brand image and/or the moral rights of the author of the furniture created.

ARTICLE 3 — ORDERING

All orders for Services and Products placed between BUREAU LACROIX and the Client are subject to the issuance of an Estimate containing the following information: details of the Service ordered, reference of the Product(s) ordered, quantity, Client’s details, delivery address and information relating to the carrier.

ARTICLE 4 — DELIVERY

Delivery is ensured (i) either by the direct handover of the Products to the Client and/or, within the framework of Services, the handover of the plan book, (ii) or by carrier to the address indicated by the Client within the Estimate. BUREAU LACROIX will make its best efforts to respect the delivery deadline indicated in the Estimate; the Client acknowledges in this respect that any reasonable delay in the delivery of the Products or the plans within the framework of the Services may not result in the cancellation of the order nor it may give rise to the payment of any damages whatsoever. The transport risk is borne entirely by the Client. In the event of missing or damaged Products during transport, any claim or action shall be addressed directly to the carrier.

ARTICLE 5 — OWNERSHIP RESERVE

BUREAU LACROIX remains the owner of the Products sold until full payment of the price, in principal and in accessories, by the Client. In the event the Client is subject to receivership procedure or compulsory liquidation, BUREAU LACROIX reserves the right to claim, within the framework of the receivership procedure, the Products sold and unpaid.

ARTICLE 6 — PRICES

The prices of the Services and Products ordered by the Client are indicated in the Estimate. These prices are firm and non-revisable, and are expressed in euros excluding tax (vat). The prices do not include (i) the delivery costs which are invoiced in addition and indicated within the Estimate, and (ii) the costs linked to the manufacture of the furniture created by BUREAU LACROIX within the framework of the Services, which are invoiced directly by the service provider appointed for this purpose. The period of validity of the Estimate issued by BUREAU LACROIX is, unless otherwise stipulated within the Estimate, one (1) month. If the Estimate is not signed by the Client before its expiry date, the Estimate is deemed not to have been accepted by the Client.

ARTICLE 7 — TERMS OF PAYMENT

A deposit equivalent to twenty-five percent (25%) of the total price of the order may be requested from the Client upon signature of the Estimate and shall be paid within one (1) month from the date of signature of the Estimate. Payment of the balance must be made by the Client no later than fifteen (15) days following the date of receipt of the corresponding invoice. Payment shall be made, unless special derogatory conditions agreed with the Client, either (i) by bank transfer made by the Client to BUREAU LACROIX's bank account, details of which are specified in the Estimate, or (ii) by cheque payable to BUREAU LACROIX. Payments made by the Client shall only be deemed final once the sums due to BUREAU LACROIX have been effectively received.

Any sum unpaid on the due date will be subject to late payment interests equal to the legal interest rate applicable in France plus 5 points, but not less than three times the legal interest rate. Fixed recovery indemnity: 40 euros. No compensation on any grounds whatsoever, other than legal, may be awarded between the parties to the Contract. All rights, costs and lawyers' fees arising from the performance of the Contract shall be borne by the Client.

In addition, any delay in payment may automatically lead to the suspension of the Services in progress or to come by BUREAU LACROIX, and/or the cancellation of any credit note, discount or rebate on the invoices issued and/or to be issued.

ARTICLE 8 — INTELLECTUAL PROPERTY / CONFIDENTIALITY

All intellectual property rights held by BUREAU LACROIX, including in particular any copyrights, trademarks, logos, commercial names, photographs, technical documents, plans, sketches, drawings and all deliverables resulting from the performance of the Services, are and will strictly remain the Designer’s property. No express or tacit assignment or license of such rights is granted to the Client under the terms hereof.

Any exploitation of the Designer’s intellectual property rights by the Client, of whatever nature and for whatever reason, implies the express and prior agreement of BUREAU LACROIX. For this reason, the Client undertakes to inform BUREAU LACROIX, by any means, of any draft publication or reportage, and more generally, of any planned exploitation integrating in whole or in part the intellectual property rights held by BUREAU LACROIX, whether or not resulting from the Services carried out. The agreement of BUREAU LACROIX will be expressed by a written contract signed by both parties and defining the terms and conditions of the planned use.

In addition, the Client undertakes to respect and/or ensure respect of the moral rights of the author of the creations made within the framework of the performance of the Services by ensuring that the following statement appears on all documents resulting from and/or relating to the Services: "This document belongs to BUREAU LACROIX / Sophie LACROIX and is confidential. All visual elements (sketches, plans, 3D images, etc.) may be protected by an intellectual property right held by BUREAU LACROIX and/or Sophie LACROIX; any disclosure is therefore prohibited".

The Client further acknowledges that the elements communicated by BUREAU LACROIX within the framework of the execution of the Contract, and in particular the book(s) of plans, sketches, drawings, etc. are confidential. Any publication or divulgation to third parties without the express and prior agreement of BUREAU LACROIX is strictly prohibited.

ARTICLE 9 — LIABILITY / GUARANTEE

The Client expressly acknowledges that BUREAU LACROIX has an obligation of means with regard to the performance of the Services. The Client further acknowledges that in the event BUREAU LACROIX should be held liable regarding the execution of the Contract, only the direct damages suffered by the Client are likely to give rise to compensation. It is reminded that BUREAU LACROIX is neither the project manager nor the project owner with regard to the manufacture of the furniture resulting from the Services, which will be carried out by external service providers (craftsmen). BUREAU LACROIX may not be held liable for any shortcoming, delay, defect, lack of conformity and/or hidden defect which is caused by the technical execution and/or the carrying out of work by the service provider who is not a party to the Contract.

The Products sold by BUREAU LACROIX are covered by (i) the legal guarantee of conformity and (ii) the legal guarantee against hidden defects resulting from a material, design or manufacturing defect. The Client acknowledges that the Products sold by BUREAU LACROIX are manufactured by hand and their general appearance may therefore vary from one Product to another.

ARTICLE 10 — FORCE MAJEURE

BUREAU LACROIX may not be held liable if the non-execution or the delay in the execution of one of its obligations described herein results from a case of force majeure, as defined in Article 1218 of the French Civil Code.

ARTICLE 11 — COMMUNICATION

The Client expressly authorizes BUREAU LACROIX to mention its name and logo for the needs of its internal and external communication, and notably on its websites. The Client also authorizes BUREAU LACROIX to photograph and/or film, within its premises, the furniture manufactured and resulting from the performance of the Services.

ARTICLE 12 — RESOLUTORY CLAUSE

In case of non-performance of its obligations by the Client, and a fortiori in the event of a payment incident, BUREAU LACROIX is entitled to proceed with the automatic termination of the Contract, 8 (eight) days after sending a formal notice to the Client which remained unsuccessful.

ARTICLE 13 — MISCELLANEOUS PROVISIONS

In case of contradiction between the provisions of these GC and the Estimate, the provisions of the Estimate shall prevail. The fact that a party does not avail itself of a provision of the Contract shall in no way imply a waiver of the benefit of the said clause. The invalidity, unenforceability or, more generally, the lack of effect of any of the provisions of the Contract shall not affect the remainder of the Contract, which shall be performed as if that provision had never existed, provided that this does not compromise the balance of the Contract and that the provision in question was not a determining condition of the consent of a party. In addition, the parties agree to replace, as far as possible, any stipulation which has lost its effect with a valid stipulation having the same effect and reflecting, as far as possible, their original intention. The parties declare that they have full capacity to enter into the Contract and have no legal, contractual or judicial impediment to entering into the Contract.

ARTICLE 14 — APPLICABLE LAW / COURTS OF JURISDICTION

The Contract is governed by French law to the exclusion of all others. In the event of a dispute arising from the formation, interpretation or performance of the Contract, Paris Courts shall have sole and exclusive jurisdiction, including in the event of summary procedures, introduction of third parties or multiple defendants.