ALLGEMEINE GESCHÄFTSBEDINGUNGEN – JEUNE PREMIER

Article 1: Definitions and general provisions
§1. “Premiers” means the private limited company under Belgian law Premiers bv, with registered office at
Vogelzangdreef 2, B-8400 Oostende, with enterprise number 0502.478.410. §2. “The Customer” means any
natural or legal person who orders or purchases goods from Premiers for professional purposes. §3. These
general terms and conditions apply to any agreement between Premiers and the Customer, and can only be
deviated from expressly and in writing. §4. A deviating clause only replaces the clause from which it deviates and
no other elements of the agreement. §5. The invalidity of a clause does not affect the validity of other clauses.
§6. The Customer acknowledges that its own general terms and conditions do not apply.

Article 2: Formation of the agreement
§1. Premiers has the right to refuse orders and potential customers without needing to justify itself. §2. An
agreement between Premiers and the Customer is only formed when Premiers accepts an order. §3. Acceptance
of an order or an order form takes place tacitly if Premiers does not refuse the order in writing within ten days
after receipt of the order. §4. If the Customer cancels an order before acceptance by Premiers, Premiers is
entitled to a compensation of 30% of the value of the order (excluding VAT). §5. If the Customer cancels an order
after acceptance by Premiers, Premiers is entitled to a compensation of 100% of the value of the order (excluding
VAT). §6. Each accepted order establishes a separate agreement between Premiers and the Customer. §7. The
successive acceptance of orders does not create a framework agreement or agreement of indefinite duration
between Premiers and the Customer.

Article 3: Prices
§1. All prices are exclusive of taxes, and transport and packaging costs. §2. Premiers shall provide the Customer
with recommended pricing to the end customer.

Article 4: Delivery
§1. The Customer shall respect the agreed delivery period and shall receive the goods at that time. §2. The
Customer acknowledges that refusal of the goods is equated with cancellation, which obliges the customer to
pay Premiers a fee of 100% of the value of the order (excluding VAT). §3. Meeting the stated delivery deadline
constitutes a best efforts obligation on the part of Premiers. §4. The goods are shipped at the risk of the
Customer. §5. All visible defects are deemed to have been accepted if they are not reported by registered letter
within three days of receipt. §6. A difference in colour shading between the images or samples and the delivered
goods is not considered a defect.

Article 5: Payment
§1. All invoices are payable at the registered office of Premiers within the period stated on the invoice. §2.
Premiers may choose to which debt of the Customer it allocates the payments. §3. The Customer may not offset
the amounts it owes to Premiers with amounts that Premiers might owe to the Customer. §4. Premiers may
investigate the creditworthiness of the Customer. §5. If there are indications that the Customer’s
creditworthiness may be compromised, Premiers may demand from the Customer a deposit, full payment in
advance, the provision of additional information and/or the provision of additional guarantees before delivering
the goods.

Article 6: Breach of contract
§1. In the absence of full payment of one or more invoices by the due date, Premiers is entitled, without prior
notice of default being required, to (i) interest on arrears of 10% per year or, if it is higher, interest calculated at
the interest rate according to Article 5 of the Act of 2 August 2002, in any case from the due date of the invoice
until the moment of full payment and (ii) fixed damage compensation of 10% of the outstanding amount with a
minimum of EUR 125, without prejudice to the right of Premiers to higher compensation if the damage to
Premiers is greater. §2. If the Customer fails to fulfil an obligation, Premiers may at its discretion demand
fulfilment of this obligation plus payment of the aforementioned penalties, or termination of the agreement. §3. In the event of termination of the agreement at the expense of the Customer, Premiers is entitled to a return of the goods already delivered and to compensation of 30% of the net purchase price (excluding VAT), without prejudice to the right of Premiers to a higher damage compensation if the loss to Premiers is greater.

Article 7: Customer obligations
§1. Premiers uses a selective distribution system to maintain Jeune Premier’s luxury image. §2. This Article 7 describes the conditions that a Customer must meet to be an authorised distributor of Premiers’ goods. §3. The Customer shall always include at least 50% of Premiers range in its product offerings. §4. The Customer shall develop and furnish its website in a manner that is in line with the relevant professional standard and the luxury image of Premiers’ goods. §5. The Customer shall state on its website (i) all relevant product information, including at least a size chart and the dimensions and weight of the goods; (ii) only use photos provided by Premiers; (iii) use all photos provided by Premiers; (iv) only use the product name used and supplied by Premiers. §6. The Customer will not disclose Premiers' images via social or other media before the official launch of the collection and the publication of the images on Premiers' website. §7. The Customer shall deliver sold goods to the end customer no later than 5 days after ordering if the end customer resides in the same country, and no later than 10 days after ordering if the end customer resides in a different country. §8. Unless explicitly granted an exception by Premiers, the Customer shall never offer the goods exclusively online, but also maintain at least one physical point of sale that meets the conditions described below. §9. The Customer shall sell the goods in a physical point of sale whose location, decoration, range and customer experience match the luxury image of Premiers’ goods. §10. The Customer shall have sufficient space in its physical point of sale, and guarantees the orderly and convenient presentation of at least one of all items from the collection purchased by the Customer. §11. The Customer shall not sell Premiers’ goods in a physical point of sale located less than 15 kilometres from an already recognised Premiers distributor for the Customer. §12. The Customer shall not resell Premiers’ goods to professionals who are not distributors authorised by Premiers. §13. The Customer shall not sell Premiers’ goods via third-party online or offline marketplaces. §14. The Customer undertakes not to actively sell Premiers’ goods in areas exclusively reserved for Premiers or exclusively allocated by Premiers to another distributor. The following countries are part of the aforementioned exclusivity: China, Russia and the CIS countries.

Article 8: Retention of title
§1. Transfer of ownership of the goods takes place only when Premiers has received full payment. §2. The risk for safeguarding the goods passes to the Customer at the time of delivery. The Customer remains the custodian of the goods until full payment.

Article 9: Limitation of liability
§1. The liability of Premiers with respect to the Customer, also as a result of gross negligence, is limited to the net purchase amount of the order or orders to which the negligence in question relates. §2. Premiers is not liable for indirect damage, including loss of profit, loss of opportunity, storage costs, preservation costs and the like.

Article 10: Intellectual property
§1. All intellectual property rights applicable to Premiers’ goods remain the exclusive property of Premiers. §2. The Customer shall inform Premiers of the existence of counterfeit or reproductions of Premiers’ goods as soon as they come to its attention.

Article 11: Applicable law and competent court
§1. Belgian law applies to any dispute regarding the performance of the agreement between Premiers and the Customer. §2. The enterprise court of Ghent, Ostend division, has exclusive jurisdiction to resolve these disputes.