By and between:

• Onohome, a French one-member simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 5,000, having its registered office at 1 rue Beaujon and 14 avenue de Friedland, 75008 PARIS, registered with the Paris Commerce and Companies Registry under the number 888 576 659, represented by Mr. Laurent TAIEB, acting in his capacity as Chairman, duly authorised to execute this Agreement,
  • Hereinafter the “Seller”,
    Party of the first part,
    And
• Any natural person of legal age acting strictly in the pursuit of his/her own personal interests, who peruses the www.onohome.com website (hereinafter the “Site”) and/or makes any purchase from Onohome (hereinafter the “User” or the “Client” or the “Buyer”).

Recitals

Onohome is a French one-member simplified joint-stock company (société par actions simplifiée) with a share capital of EUR 5,000, having its registered office at 1 rue Beaujon and 14 avenue de Friedland, 75008 PARIS, registered with the Paris Commerce and Companies Registry under the number 888 576 659 engaged in the marketing of upscale furnishings and decoration items and the creation of customised furniture. Onohome also offers to supply 3-D deliverables making it possible to view the interior areas of the Clients’ homes (the terms of use of such service are set out in the Standard Terms of Use).

The Seller also markets the products through the www.onohome.com website.

The Seller also offers on the said website a service for the customisation of the furnishings sold in its catalogue.

The Seller’s customer service may be reached by telephone at the following number: +33 1 53 76 42 42, and by email at the following address: info@onohome.com

The Parties agree that their relationships shall be governed exclusively by these standard terms of sale, barring any other term previously available on the Seller’s website.

The Seller reserves the right to amend at any time these standard terms of sale by publishing a new version hereof on the Site. The applicable standard terms of sale shall be the standard terms of sale in effect upon validation of the order.

The Parties agree that the photographs of the Products offered for sale on the www.onohome.com website shall not have any contractual value.

Article 1. Definitions

The capitalised terms and expressions below shall have the following meanings for the purposes of the interpretation and performance hereof:

“Item” or “Product" means the Product(s) covered by the Order;

“Product” means any product offered for sale on the Site;

“Order” means any request for Products made by the Client to the Seller;

“Standard Terms of Sale” means these standard terms of sale;

“Agreement” means this instrument, including its recitals and the appendices hereto, as well as any amendment, substitution, extension or renewal hereto or hereof made by mutual agreement between the Parties;

“Delivery Lead Time” means the period between the Order Validation date and the date of the Delivery of the Order to the Client;

“Delivery Fees” means the costs incurred by the Seller in order to route the Order to the Delivery address specified by the Client;

“Delivery” means the shipment of the Item to the Client;

“Customised Furnishings” means the furnishings customised by Onohome at the Buyers’ request;

“Delivery Method” means any standard or express delivery method available on the Site at the time of the Order;

“Price” means the unit value of a Product defined as an amount inclusive of VAT not including any Delivery Fees;

“Site” means the www.onohome.com Online Sale website used by the Seller to market its Products;

“Territory” has the meaning specified in Article 3;

“Order Validation” has the meaning specified in Article 7;

“Online Sale” means the marketing of the Seller’s Products and Services through the Site;

Unless otherwise specified, any reference to an article shall be deemed a reference to an Article of this Agreement.
Any reference to the singular shall also be deemed a reference to the plural and conversely.
Any reference to a gender shall be deemed a reference to any other gender.

Article 2. Purpose

These Standard Terms of Sale (hereinafter the “STSs”) (i) inform any User of the terms and conditions under which the Seller (hereinafter “Onohome”or the “Seller”) sells and delivers the ordered products; and (ii) set out the rights and obligations of the Parties in connection with the sale of the Products by Onohome to the Buyer. These Standard Terms of Sale shall apply, without any restriction or reservation, to all sales of Products made by Onohome on its Site accessible through the Internet at the following address: www.onohome.com.

As a consequence, the fact for the Buyer of ordering any product offered for sale on the Onohome website entails full and entire acceptance of these Standard Terms of Sale, which the Buyer acknowledges having reviewed prior to placing his or her Order.

Onohome reserves the right to amend these Standard Terms of Sale at any time. However, the Standard Terms of Sale applicable to the Order shall be the Standard Terms of Sale accepted by the Buyer upon placement of the Order.

Article 3. Scope

These Standard Terms of Sale are reserved solely for consumers (as defined by law and case law) acting exclusively on their own behalf and domiciled in Continental France.

Article 4. Coming into Effect – Term

These standard terms of sale shall be deemed accepted by the Client upon validation of the order by double clicking and shall apply for the duration necessary for the supply of the Services until expiration of any warranty periods.

The offers of sale posted on the Site and governed by these standard terms of sale shall be valid for any Product so long as the said Product remains online.

Article 5. Characteristics of the Products

In accordance with Article L111-1 of the French Consumer Code, the Seller agrees to transmit and guarantee the essential characteristics of the offered products, in particular as regards the materials, weight, size and colour mentioned on the product’s descriptive data sheet.

Also, the Client shall receive the information specified in Articles L. 121-8 and L. 121-19 of the French Consumer Code, before and after conclusion of the sale, and in particular by means of these Standard Terms of Sale.

Article 6. Prices

The sale prices of the online products on the Onohome website are indicated in euro and are applicable upon placement of the Order by the Buyer. The sale prices of the products may be modified by Onohome at any time. Notice of such amendment shall be given to the Buyer prior to any Order. Prices are applicable in connection with distance sales.

Such prices do not include shipping fees, charged in addition to the price of the purchased Products. The shipping fees shall be indicated prior to registration of the Order by the Buyer.

The stated prices do not include VAT, which shall be charged upon taking of the order and shall be mentioned on the purchase order.

Any change to the applicable VAT rate shall be automatically passed on through the prices of the products sold by Onohome on its Site.

Article 7. Orders

7.1.Placement of the order

As a preliminary remark, it is recalled that, in order to validly place an Order, any Client must:

• Be at least 18 years of age and have the required legal capacity or be authorised by a parent to place and perform any order and be able to prove satisfaction of this requirement at any time, immediately upon request from Onohome.

The Client may place his or her orders from the catalogue of Products available on the site.

The Client shall order the Product(s) of his or her choosing by clicking on the “Add to the Basket” button.
If the Product is not immediately available, then the Site shall indicate the estimated availability date of the Product(s).

After the Product has been added, the Client may either continue his or her purchases or the Client may check the status of his or her orders by clicking on the “See my Basket” button. The Client may also click on the “Customise” button.

At any time, the Client may:

• Check the Products included in the Client’s basket: The quantity, amount and detailed information concerning each Product can be seen by clicking on the “See my Basket” button,
• Modify or cancel the order for one or more Products on the basket’s Product summary page,
• Continue to select Products,
• Confirm the order by clicking on the “Checkout” button on the displayed basket page after confirmation of the cart.

7.2. Validation of the Order

After examining the ordered Products on the basket recapitulation page, the Client cannot validate the order and access the next stage until the Client has reviewed the standard terms of sale and the Client’s personal data and has proved such review by checking the box provided to that end.

7.3. Client Identification

If the Client does not already hold an account, then the Client must accurately fill in the mandatory fields identified by an asterisk in order to validate the order and must where applicable create an account. The Client shall provide the information required for his or her identification, and in particular a valid email address and a (personal and confidential) password of his or her choosing to be subsequently used in order to log in to the Site.

The Client is responsible for selecting and retaining his or her identification data and for protecting the confidentiality of the same. Onohome shall in no event be held liable for any misappropriation of an identification code or for any third-party connection to a client account. The supply of the nominative information collected in connection with distance sales is mandatory, as such information is necessary for the processing and delivery of the order and for the preparation of invoices. Such information shall be held in strict confidence.

Article 8. Payment

A payment of 100% inclusive of VAT of the total price of the ordered Products is to be made upon placement of the order.

In the event of a large order, the Client can pay a down payment of 50% inclusive of VAT of the total price of the ordered Products upon placement of the order, and the remaining balance when the products arrive at the Onohome warehouse. Such possibility is dependent upon agreement of Onohome, and such request must be made by the Client before placing the order, by sending an email to info@onohome.com or by contacting our representatives directly on the www.onohome.com website.

The order will only be processed and started once the full payment or down payment has been received by Onohome.

In the event that the products cannot be delivered to the Client for reasons that are not up to Onohome, the products might be stored in the Onohome warehouses and fees may be charged to the Client.

The price due by the Client is the amount stated on the recapitulative purchase order reviewed by the Client prior to final validation of the Client’s order. Thereafter, the price shall be recalled after payment in the recapitulative document sent by electronic mail by Onohome to the Client’s email address.

The payments shall be paid for by payment card or wire transfer.

The payment cards accepted to date are as follows: CB, Visa, MasterCard, and PayPal.

For payment validation purposes, the Buyer shall be directed to the SogeCommerce secure online payment platform reserved for e-merchants who have executed a VADS agreement with banks.

The Client is responsible for recording and printing the payment certificate if the Client intends to retain the relevant banking details and transaction details.

As regards payments by bank cards, the payment terms shall be as follows:

The transaction shall be immediately debited on the Client’s bank card after verification of the card’s data, upon receipt of the debit authorisation from the company that issued the bank card used by the Client.

Under Article L. 132-2 of the French Monetary and Financial Code, the undertaking to pay assumed by means of a payment card is irrevocable. By communicating the information related to his or her bank card, the Client authorises the Seller to debit the bank card in an amount corresponding to the Price Inclusive of VAT.

To that end, the Client confirms that the Client is the holder of the bank card to be debited and that the name appearing on the bank card is actually the Client’s name. The Client shall communicate on the SogeCommerce platform the Client’s bank card’s sixteen digits and expiration date and, where applicable, the numbers of the visual cryptogram.

In the event that the Price Inclusive of VAT cannot be debited, the Online Sale shall be immediately rescinded as a matter of law, and the Order shall be cancelled.

The Seller shall take any and all necessary steps to protect the confidentiality and security of the data transmitted to the www.onohome.com website.

Article 9. Protection

The www.onohome.com website is protected by one of the most effective security systems. The www.onohome.com website adopted not only the SSL (Secure Sockets Layer) encryption process, but also reinforced all scrambling and encryption processes in order to most effectively protect all sensitive data related to the means of payment.

Article 10. Delivery of the Order

10.1 Amount of the Delivery Fees

The amount of the Delivery Fees shall depend on the amount of the Order and the delivery method selected by the Client. In any event, the amount of the Delivery Fees shall be indicated to the Client after Validation of the Order according to the volume of ordered Products and the delivery place.

For the avoidance of doubt, it is specified that in the event that Onohome must use an aerial bucket in order to deliver the furnishings, the delivery shall be charged on the basis of EUR 250 not including VAT for each half-day of use.

10.2. Delivery Lead Times

Deliveries shall be made only on the territory of France (outside of the DOM-TOM departments and territories), in the European Union and in Switzerland, from Mondays to Fridays.

Deliveries are made by carrier.

In addition, a service is available for the withdrawal by appointment of the ordered Products from the Onohome warehouses.

Any withdrawal of products is conditional upon submission of the purchase order and a valid identity document indicating the name of the person mentioned on the purchase order. A third party may withdraw the relevant products upon submission of the purchase order, his or her identity document and the original or a copy of the identity document of the person who placed the order and a duly prepared power of attorney.

The Delivery Lead Times may be obtained at the Site and may vary according to availability of the Ordered Products.

Delivery Lead Times are expressed in business days and correspond to the average lead times required to prepare and route the Orders on the Territory in the case of products held in the Seller’s inventory.

Delivery Lead Times run from the date of receipt of the down payment by the Seller.

The Seller agrees to make its best efforts to deliver the products ordered by the Buyer within the above lead times. However, such lead times are communicated as indications only, and no possible delay shall give rise to the payment of any damages or to any withholding or cancellation of the order by the Buyer. Nevertheless, if the ordered products have not been delivered within 3 months from the indicative delivery date, for any reason other than an event of force majeure, then the sale may be rescinded upon written request from the Buyer or the Seller. Any amounts paid by the Buyer shall then be returned to the Buyer without delay, excluding any indemnification or withholding.

The Client shall be solely liable for any non-performance or poor performance of the agreement due to the lack of any indication upon placement of the Order (erroneous or incomplete address, wrong name, etc.).

10.3. Verification of the Order upon arrival

The Client shall inspect the Items and condition of the packaging upon Delivery.

The Client shall be responsible for making any such reservations and asserting any such claims as the Client shall deem necessary. The Client shall even be responsible for rejecting the package, where thepackage is manifestly damaged upon Delivery. Such reservations and claims shall be sent to the carrier by registered mail with notice of delivery within three business days, not including legal holidays, following the date of Delivery of the Products. The Client shall also send a copy of the said letter to the Seller. Any failure to file a claim within the above time limit shall extinguish any action against the carrier under Article L. 133-3 of the French Commercial Code.

The Client shall ensure that the delivered Products match the Order. If the nature or quality of the Products does not comply with the specifications contained in the Delivery Note, then the Client shall inform the Seller by electronic mail and shall return the Products to the specified address in accordance with Article 8.

Article 11. Withdrawal right

11.1 Application of Article L121-20 of the French Commercial Codein case of orders of furnishings included in the catalogue

Under Article L. 121-20 of the French Consumer Code, as amended on 17 March 2014, the Client may exercise a statutory withdrawal right within 14 (fourteen) clear days from receipt of the ordered products. When such 14-day period ends on a Saturday, Sunday, legal holiday or non-working day, such period shall be extended until the first following business day. It is specified that if any order covers several products, then theperiod during which the withdrawal right may be exercised shall run from receipt of the product last ordered.

The Client wishing to exercise his or her withdrawal right shall inform the Sellerof his or her intention to withdraw by sending the Seller, prior to the end of the above 14-day period, an unambiguous statement expressing the Client’s intention to withdraw.

Under Article L. 121-21-3. of the French Consumer Code, as amended on 17 March 2014, the Clientshall return the Items to the Seller, without undue delay andno later than fourteen days from communication of the Client’s decision to withdraw from the Sale. The Items shall be returned in their initial packaging and shall be complete and new.

Thecosts associated with the return of the Items shall be borne by the Client.

The Sellershall reimburse the price of the Products including any delivery fees, immediately upon receipt of the returned products.

Thereimbursement shall be effected by wire transfer.

11.2 Application of Article L 221-28 in case of orders of customised furnishings

However, under Article 221-28 of the French Consumer Code, introduced by the Ordinance No. 2016-301 of 14 March 2016, the withdrawal right does not apply to products manufactured at the Client’s request or to products that are clearly customised and whose manufacture requires special adaptations to meet highly specific technical and aesthetic requirements.

As a consequence, no customised furnishing may give rise to the exercise of any withdrawal right. Therefore, the Buyer is responsible for carrying out a detailed inspection of the delivered Product (colours, dimensions and materials). Thus, any order placed through the Onohome website in relation to any customised furnishing shall therefore be firm and final. No return shall be accepted under Article L. 221-18 of the French Consumer Code.

However, it is possible to cancel thesale and to seek a reimbursement within 72 hours, provided that the request is sent by email to the following address: claims@onohome.com

Article 12. Complaints

The Client shall where applicable send any complaints to Onohome, 1 rue Beaujon and 14 avenue de Friedland 75008 PARIS, by standard mail or by electronic mail sent to the following address: claims@onohome.com, by recalling the Order’s referenceand date.
Only complaints related to the Online Sale of the Items shall be taken into account.

Article 13. Warranty

The Sellershall be subject to the terms of the statutory warranties provided for in Articles L. 211-4, L. 211-5 and L. 211-12 of the French Consumer Codeandin Articles 1641 and 1648 of the French Civil Code. In accordance with provisions of law, the said Articles are reproduced below:

Article L. 211-4 of the French Consumer Code

Theseller shall deliver a product conforming with the agreement. The seller shall be responsible for any non-conformance existing upon delivery. The seller shall also be responsible for any non-conformance resulting from the packaging, from the assembly instructions or from the installation when the seller is responsible for the installation under the agreement or when the installation was carried out under the seller’s responsibility.

Article L. 211-5 of the French Consumer Code

In order to be deemed in conformance with the agreement, any product must:

• Be fit for the use generally anticipated from a similar product and, where applicable:
  • correspond tothe description provided by the seller andhave the characteristics described by the seller to the buyer in the form of samples or models;
  • have the characteristics that a buyer may legitimately anticipate having regard to the public statements made by the seller, by the producer or by the manufacturer’s representative, in particular in the advertising or labelling; or
• Have the characteristics mutually agreed by the parties orbe fit for any special use sought by the buyer, communicated to the seller andaccepted by the seller.

Article L. 211-12 of the French Consumer Code

Non-conformance actions are time-barred two years after delivery of the product.

Article 1641 of the French Civil Code

Theseller must give a warranty covering the hidden defects of the item sold, making it unfit for its intended use or decreasing such use to such an extent that the buyerwould not have acquired the item or would have paid only a lesser price for the item, had the buyer known such defect(s).

Article 1648, paragraph 1,of the French Civil Code

Any action predicated on a critical flaw must be instituted by the buyer within two years from discovery of such flaw.

Article 14. Intellectual property rights

All components of the Site, whether video or audio components, including the Site’s structure and contents, as well as any databases and technologies (software applications) comprising the Site or allowing for the Site’s operation and/or use are the exclusive property of Onohome or are the property of the third parties that authorised Onohome to exploit the said components. All components of the Site are protected under the French Intellectual Property Code.

Any total or partial reproduction of the site for any other purpose is strictly prohibited by Articles L. 342-1 and L. 342-2 of the French Intellectual Property Code. Is also prohibited any communication to the public of all or part of the site’s contents, in any form, and to any part of the public whatsoever.

In particular, any use of the contents of this site for commercial purposes is expressly prohibited.

As a consequence, it is prohibited in particular to copy, modify or create any derivative work from the Site orfrom any of the Site’s components or to engage in any reverse engineering operation in order to identify and/or copy the source codes of the software (except in cases provided for by law); it is also prohibited to sell, license, sublicense or transfer in any manner whatsoever to any third party any right whatsoever to any software comprising the Site or allowing for the Site’s operation and/or use.

Also, it is prohibited to modify any such software or use any modified version thereof, in particular but not limited to, in order to obtain unauthorised access to the service and to access the Site by any means other than the interface made available to the User by the Seller to that end.

Article 15. Data Confidentiality

Under the Act of 6 January 1978 on computers, files and civil liberties, the nominative information related to clients may be subject to an automated processing.

Onohome reserves the right to collect information concerningthe Clients including by using cookies, for statistical analyses; such data shall in no event be transmitted to third parties.

Clients have a right of access andrectification of the data concerning them, in accordance with the Act of 6 January 1978.

When creating a client account on the Site, the Client may decide whether or not to receive offers from the Sellerandits partners.

This site has been authorised by the CNIL (authorisation number pending).

Article 16. Governing law

This Agreement shall be governed by French law.

Article 17. Jurisdiction

17.1 Any dispute arising in connection with the formation, interpretation or performance of this Agreement shall be exclusively brought before the courts within the venue of the Paris Court of Appeal, even where there are several defendants or in case of third-party claim.

17.2 Mediation of consumption disputes: In accordance with the provisions of the French Consumer Code concerning the amicable settlement of disputes, Onohome adheres to the following Mediation Service: Centre de Médiation de la Consommation de Conciliateurs de Justice, 14 rue Saint Jean 75017 PARIS.

You may call on the mediation service as regards consumption disputes related to orders placed with Onohome through the Internet. In accordance with the rules on mediation, any consumption dispute must be referred beforehand by email to Onohome's Customer Service, at: claims@onohome.com.

After Clients have contacted Onohome, any consumption that has not been resolved may be brought before the Mediation Service.