GENERAL TERMS AND CONDITIONS

ARTICLE 1 –AGREEMENT

In the absence of any agreement negotiated annually between the parties, the placing of orders is subject to acceptance by the distributor of the terms hereafter set forth. Any clauses or terms appearing in the distributor’s commercial documents or those of any representative thereof which are contrary to the negotiated annual agreement or the present general terms and conditions shall be null and void vis-à-vis SAS Les Abeilles Diligentes (the “Company”).

ARTICLE 2 – CRITERIA FOR QUALIFICATION AS, AND OBLIGATIONS OF, DISTRIBUTORS OF THE “JAMIN PUECH” BRAND

The criteria to be met for distributing the highly notorious products of the “JAMIN PUECH” brand are the following:

A – Personnel – The distributor must be competent and assisted by personnel qualified in selling products which represent French fashion trends. The personnel in contact with the clientele (Management and sales personnel) must be of a level compatible with the international renown and prestige of French fashion. The personnel employed to make alterations must have sufficient technical skills to give “JAMIN PUECH” items a high quality finish.

B – Retail outlet – All the items on sale in the shop must be equivalent in quality to the “JAMIN PUECH” products and must not under any circumstances impair the international image of the “JAMIN PUECH” brand.

C – Retail facilities – The location, facilities, sales area, fitting-out, decoration, lighting and cleanness of the shop must support the aesthetic and promotional value of the “JAMIN PUECH” products, for which there must be sufficient shelf space inside the shop. Presentations and other advertising material must be well situated and in easily visible to the public, in the shop’s external and internal windows.

D - Stock per retail outlet - The “JAMIN PUECH” stock must, at the beginning of each season, include a sufficient number of models from the collection to meet usual demand by clients.

E – Retail price – The distributor may freely fix the retail price but, given the quality of the product image, must refrain from using a pricing policy liable to harm said image.

The products cannot be sold on to unauthorized distributors external to the network.

F - Advertising – The distributor will make best efforts to assist the Company in the advertising campaigns organized by the latter. It undertakes to accept the advertising material which the Company decides to entrust to it and to maintain said material in a good state of repair, to use it exclusively for the “JAMIN PUECH” brand and to present it as provided for by Article 2c of the present general terms and conditions.

The presentation of “JAMIN PUECH” products will be a substantial part of its sales activity and it will periodically display said items in the foremost positions in its windows, both inside and outside the shop.

ARTICLE 3 - ORDERS

Orders may be placed directly, or through the sales representatives or sales agents. Orders placed with the sales representatives, as well as those placed directly, are only binding on the Company upon confirmation in writing by the latter (also referred to as “acknowledgement of receipt”). Under no circumstances may any absence of confirmation be interpreted as acceptance by the Company and be enforceable against the latter. Orders placed by the distributor are irrevocably binding on it with respect to the Company. Any non substantial modifications noted between the placing of an order by the distributor and confirmation by the Company may not under any circumstances serve as a pretext for cancellation of the order.

The order form must indicate, in compliance with the provisions of the annual agreement negotiated between the parties or the present general terms and conditions:

a – The reference or the description of the item

b – The number of items and designation of size and colour

c – The price on the order date

d – The terms of delivery

e – The mode of transport

f – The terms of payment and the method of delivery

A confirmed order may not be cancelled by either party without the consent of the other party, failing which damages will be due, subject to the provisions of Articles 13 and 14 hereafter.

ARTICLE 4 - PRICES

Save for specific arrangements stated on the order form and on the written confirmation of the order, the price indicated to the distributor is understood to be ex-works and in Euros. Packaging costs are included in the product price. However, the Company reserves the right to separately invoice any special packaging costs required by the distributor or made necessary by the mode of transport (in particular maritime transport).

The sale price for France is understood as being exclusive of applicable taxes. Sales prices in Euros for exportation are also understood as being exclusive of applicable taxes. Tax applicable to the sale of the products is invoiced in addition, according to current legislation.

ARTICLE 5 - TRANSPORT

In the case of sales ex-works (EXW), the products are payable in Paris. The products are transported at the distributor’s risk, whatever the mode of transport imposed by the latter or chosen by the Company. Any insurance cost incurred at the distributor’s request shall be borne by the latter.

In the case of sales with payment C.O.D. or per pro forma invoice prior to dispatch, these terms and conditions are only to be understood as a financial guarantee and not as any form of discharge from transport risks

In the case of sales DDU, the distributor is responsible for systematically checking the status of the parcels upon delivery. Damaged parcels must imperatively be reported in writing by the recipient, upon reception, to the transporter and to the Company in order to allow the follow-up of the file.

ARTICLE 6 – RECEIPT OF PRODUCTS

Aside of any damage incurred during transport, for which the Company may not under any circumstances be held liable, any claim relating to the delivery of products will only be acceptable if made within eight days of receipt of the products. Under no circumstances may the distributor return the products for inspection purposes without the prior written agreement of the Company. In the latter case, the products must be returned, upon receipt of the written authorization for return. If the claim is justified, the products returned will be exchanged or subject to a credit note, if exchange is not possible.

ARTICLE 7 – LATE DELIVERY

In the event of late delivery, no cancellation of an order will be valid unless prior notice is delivered by the distributor. As from receipt of said notice, the Company reserves the right to complete delivery during a maximum period of 15 days, in compliance with customary practices in force in the French leather trade.

ARTICLE 8 - INVOICING

Invoices are dated as of the date of delivery of the products. Their value date is their date of issue. Bills of exchange and other payment instruments do not operate any novation or change of place of payment.

ARTICLE 9 – TERMS OF PAYMENT

The terms of payment are indicated in the confirmation of the order.

A – Cash payment. Cash payments must be made within 10 days of the date of invoice and give entitlement to a 3% discount. No discount shall be granted for payments made more than 10 days after the date of invoice. For discounted cash payments, VAT due on the discount will be deducted from the VAT indicated on the invoice, without the Company being required to issue a credit note accordingly.

B – Deferred payment. Deferred payment does not give entitlement to any discount whatsoever. Said payment must be made at latest 30 days after the date of invoice by cheque, bank transfer or by the issuing of a bill of exchange which must be accepted by the distributor upon first request by the Company. In the absence of any direct debit details regarding a bank or postal account, any costs relating to presentation and registration will be borne by the distributor.

C – Extension of due date. In the event of an extension of due date requested by the distributor and accepted by the Company, the amount due for payment will be subject to a 2% increase. Under no circumstances may said extension exceed 60 days as from the date of issuance of the invoice. Moreover, the various fixed costs incurred further to said extension will be added to the amount due and the distributor may be required to pay additional interest in lieu of damages. Any costs and interest in connection with the extension will be immediately payable by cheque, even before the due date of the extended bill of exchange.

The Company will not, under any circumstances, have any obligation to accept the extension of a due date.

In order to benefit from an extension of due date, the distributor will be required to provide the Company with full financial guarantees to secure payment to the Company.

D – Sale with payment C.O.D. or further to a pro forma invoice - Deposit. The Company reserves the right to refuse to deliver products prior to the full payment of any amount due upon delivery or in relation to a pro forma invoice. Likewise, the Company may request the distributor to pay a deposit upon confirmation of an order or further to said confirmation.

ARTICLE 10 – LATE PAYMENT

In the event of late payment of an invoice, late payment interest at a rate of 3 times the French legal interest rate will automatically be due to the Company, without any reminder being necessary.

Moreover, the Company may subsequently demand payment upon delivery, without said payment upon delivery giving entitlement to the 3% discount due in the case of payment C.O.D. Failure to pay a single invoice or bill of exchange at due date will result in all other pending invoices or bills of exchange becoming immediately due. Late payment will result, ipso jure, and without any further formality, in all pending orders being cancelled or suspended.

Costs incurred with respect to any legal action will be borne by the distributor, without prejudice to the Company’s right to claim for compensation for the damage sustained.

ARTICLE 11 – RESERVATION OF TITLE CLAUSE

The distributor expressly waives all ownership rights over all products until they have been duly and fully paid. In the event of non payment within the required time limits, the distributor acknowledges the Company’s right to recuperate the products delivered. However, the distributor, in its capacity as custodian of the products, will bear all risks in relation to said products until their delivery to the Company.

ARTICLE 12 - COPYRIGHTS

In compliance with legal provisions currently in force, the distributor is prohibited from partially or totally imitating any “JAMIN PUECH” model, for which it would be liable to criminal prosecution

ARTICLE 13 - FORCE MAJEURE

Should a force majeure event or delay arise, due to the Company’s suppliers, in delivering raw materials or other supplies, an order may either be modified through substitution by other products, as agreed between the parties, or be cancelled without the payment of any compensation.

Although the list hereafter is not exhaustive, the following are notably considered as force majeure events whether they intervene at the level of the Company or one of its suppliers: fire, water damage or any other accident having caused the total or partial destruction of the company or its stocks, or having caused it to cease business, strikes or any other employment disputes, and any other event having caused it to stop production, all of which being due to circumstances beyond the Company’s control. Cases where raw materials and supplies are faulty and cannot be replaced within reasonable time limits are also considered as force majeure events.

ARTICLE 14 – TERMINATION

In the event of delays, persistent payment incidents such as repeated requests for extension of due dates or refusal to pay the interest due after the granting of an extended due date, or any other payment incidents of any kind whatsoever, the Company reserves the right to refuse any new order from the distributor, and to thus permanently terminate the commercial relationship.

Each of the parties reserves the right to terminate its commercial relationship with the other party in the event of non performance by the latter of any one of its obligations.

ARTICLE 15 – APPLICABLE LAW - JURISDICTION

The present general terms and conditions are governed by French law.

In case of litigation or dispute arising with respect to their interpretation, execution and termination, the parties shall first attempt to reach an amicable settlement. If an amicable settlement cannot be reached within three months, the litigation or dispute shall be brought before the Commercial Court of Paris.