Article 1. Scope

Under Article L 441-1 of the French Commercial Code, these standard terms of sale form the only basis of the commercial relationship between the parties.

These standard terms of sale set out the terms and conditions under which Onohome, a French one-member limited liability company (société à responsabilité limitée) 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 (the “Supplier”), shall supply to professional buyers (the “Buyer(s)”) making a request to that end to the Supplier, whether through the www.onohome.com website, by direct contact or in paper form, the products featured on the www.onohome.com website (the “Products”).

These standard terms of sale shall apply without any restriction or reservation to all sales made by the Supplier to Buyers belonging to the same category, regardless of the terms stated on the Buyer’s documentation, and in particular the Buyer’s standard terms of purchase.

In accordance with applicable regulations, these standard terms of sale shall be systematically communicated to any Buyer making a request to that end, in order to enable the said Buyer to place an order with the Supplier.

These standard terms of sale shall also be communicated within the time limits mandated by law to any distributor (other than a wholesaler) prior to the conclusion of any single agreement referred to in Articles L 441-3 et seq. of the French Commercial Code.

Any order of Products implies acceptance by the Buyer of these Standard Terms of Sale and of the standard terms of use of the Supplier’s website as regards electronic orders.

Any information contained in the Supplier’s catalogues, prospectuses and price lists is provided as an indication only and is subject to review at any time. The Supplier may make thereto any such changes as the Supplier deems useful.

In accordance with applicable regulations, the Supplier reserves the right to deviate from certain provisions of these Standard Terms of Sale, according to the negotiations conducted with the Buyer, by preparing Special Terms of Sale.

In addition, the Supplier may have to prepare category-specific standard terms of sale departing from these standard terms of sale, according to the type of customers concerned, determined on the basis of objective criteria. In such event, the category-specific standard terms of sale shall apply to all traders satisfying the relevant criteria.

Article 2. Orders – Price lists

2-1

No sale shall be perfected unless and until express and written acceptance of the Buyer’s order by the Supplier, which shall in particular check the availability of the ordered products. Such acceptance shall be documented by the issuance of a confirmation email.

2-2

Changes requested by the Buyer may be accepted by the Supplier, within the limit of the Supplier’s capabilities and at the Supplier’s sole discretion only if notice of such changes has been given in writing no less than 15 days prior to the contemplated delivery date of the ordered Products, after the Buyer has signed a specific purchase order and prices have been adjusted where applicable.

2-3

The Buyer may cancel the order covering the ordered Products only during a period of 72 hours from acceptance of the order by Onohome.

After such period, in case of any cancellation for any reason whatsoever other than an event of force majeure, the down or full payment made upon placement of the order, as defined in the Article entitled “Deliveries” of these Standard Terms of Sale, shall be vested as a matter of law with the Supplier and shall not give rise to any refund.

2-4

The Products shall be supplied on the basis of the Supplier’s price lists, as applicable upon placement of the order and, where applicable, in the specific sales proposal sent to the Buyer. Such price lists shall be firm and shall not be subject to review during their validity period, as specified by the Supplier.

Prices are specified on a net basis and do not include any VAT. Prices are specified on an ex-works basis and do not include any packaging, transportation or customs duties, if any, or any insurance premiums, for which the Buyer shall remain responsible.

Special pricing terms may be applied according to specific requests made by the Buyer concerning in particular the delivery terms and schedules or the payment terms and conditions. A special commercial proposal shall then be sent to the Buyer by the Supplier.

Article 3. Payment terms

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 Buyer 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 Buyer 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 Buyer for reasons that are not up to Onohome, the products might be stored in the Onohome warehouses and fees may be charged to the Buyer.

The price due by the Buyer is the amount stated on the recapitulative purchase order reviewed by the Buyer prior to final validation of the Buyer'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 Buyer is responsible for recording and printing the payment certificate if the Buyer 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 Buyer'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 Buyer.

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 Buyer authorises the Seller to debit the bank card in an amount corresponding to the Price Inclusive of VAT.

To that end, the Buyer confirms that the Buyer is the holder of the bank card to be debited and that the name appearing on the bank card is actually the Buyer's name. The Buyer shall communicate on the SogeCommerce platform the Buyer'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 4. Deliveries

The Products acquired by the Buyer shall be delivered within no more than 4 months from receipt by the Supplier of the duly signed corresponding purchase order accompanied with the amount of the down or full payment due by that date.

The delivery shall be made at the place indicated in the order.

Such lead time is not strictly applicable, and the Supplier may not be held liable to the Buyer if the delivery is delayed by no more than 8 months.

If the delivery is delayed by more than 8 months, then the Buyer may seek the rescission of the sale. Payments already made shall then be returned to the Buyer by the Supplier.

The Supplier may in no event be held liable in case of delay in, or suspension of, deliveries for reasons attributable to the Buyer or to any event of force majeure.

Deliveries shall be made at the place of delivery by way of a notice specifying that the products are made available to a shipper or carrier, with the products being carried at the Buyer’s risk.

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 in 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.

Article 6. Transfer of title Transfer of risks

6-1. Transfer of title

Title to the Products shall be transferred to the Buyer only after full payment of the price by the Buyer, regardless of the delivery date of the Products.

6-2. Transfer of risks

The risks of loss and deterioration shall be transferred to the Buyer concurrently with the transfer of title, i.e. immediately upon acceptance by the Supplier of the purchase order documenting the parties’ understanding on the substance and price of the sale, regardless of the payment and delivery date, upon full payment of the products ordered as of the date of delivery of the products.

Article 7. Supplier’s liability - Warranty

The products delivered by the Supplier are subject to a contractual warranty covering the products’ non-conformance with the order as well as any hidden flaw originating from any defect in materials, design or manufacture affecting the delivered products and making them unfit for use.

The warranty forms an indivisible whole with the Productsold by the Supplier. The Product may not be sold or resold after being altered, converted or modified.

The warranty is limited to the replacement or reimbursement of any non-conforming or defective products.

Any warranty is excluded in case of improper use, negligence or lack of maintenance by the Buyer and in case of normal wear and tear of the Product or force majeure.

In order to enforce its rights, the Buyer shall, under penalty of invalidity of any related action, inform the Supplier in writing of the existence of any defect within no more than 7 days from discovery of the same.

The Supplier shall replace or repair the Products or parts covered by the warranty where the same are found to be defective. Such warranty shall also cover any labour costs.

The replacement of any defective Products or parts shall not result in any extension of the above warranty period.

Finally, the warranty shall not apply where the Products have been used in abnormal conditions or under conditions other than the conditions in view of which they had been manufactured, in particular in case of non-compliance with the conditions imposed in the instructions for use.

Also, the warranty does not apply in case of deterioration or accident due to any shock, fall, negligence, lack of surveillance or maintenance or in case of conversion of the Product.

Article 8. Intellectual property

The Supplier shall retain all industrial and intellectual property rights related to the Products, photographs and technical documentations, which shall not be disclosed or executed unless with the Supplier’s written consent.

Article 9. Personal data

Any personal data collected from the Buyer shall be subject to a computerised processing carried out by the Supplier. Such personal data shall be recorded in the Supplier’s client file and are indispensable for the processing of the Buyer’s order. Such information and personal data shall also be stored for security purposes in order to comply with legal and regulatory obligations. Such data shall be stored for so long as necessary for the performance of the orders and any applicable warranties.

The Supplier shall be the data controller. Access to the personal data shall be strictly limited to those employees of the data controller who are authorised to process the personal data because of their position. The collected information may where applicable be communicated to a contractor for the performance of subcontracted tasks, without the Buyer’s consent being required.

In connection with the performance of their services, third parties shall have only limited access to the data and shall be obliged to use the data in conformance with the provisions of the legislation on the protection of personal data. Save in the above cases, the Supplier agrees not to sell, lease or transfer any data or give any third party access to the same, unless with the Buyer’s prior consent, save where such transaction is necessary because of legitimate grounds.

If data have to be transferred outside of the EU, then the Buyer shall be informed of such transfer and of the guarantees taken in order to protect the data (e.g. external service provider’s adherence to the Privacy Shield, adoption of standard protective clauses validated by the CNIL, adoption of a code of conduct, issuance of a CNIL certification, etc.).

In accordance with applicable regulations, the Buyershall have a right of access, rectification, erasure and portability of the data concerning the Buyer and shall have the right to oppose the processing on legitimate grounds. Such rights may be exercised by contacting the data protection officer by standard mail, or by email at the following address: info@onohome.com

The Buyermay lodge a complaint with the Supplier’s data protection officer or with theCommission Nationale de l’Informatique et des Libertés.

Article 10. Hardship

These Standard Terms of Sale expressly exclude any application of the legal hardship regime provided for in Article 1195 of the French Civil Code regarding all transactions for the Sale of Products by the Supplier to the Buyer. Each of the Supplier and the Buyer thus waives the right to rely on Article 1195 of the French Civil Code and on the hardship regime provided for thereinand thus agrees to assume its obligations even where the contractual balance is disrupted by circumstances that were unforeseeable upon conclusion of the sale, even where the performance of such obligations would appear to be excessively onerous, and each Party thus agrees to bear all economic and financial consequences of such situation.

Article 11. Specific performance in kind

If either Party breaches its obligations, then the Party aggrieved by such default shall be entitled to demand the specific performance in kind of the relevant obligations. Under Article 1221 of the French Civil Code, the creditor of the obligation may seek such specific performance after a mere formal demand sent by registered mail with notice of delivery to the debtor of the obligation has remained unsuccessful, save where such specific performance appears to be impossible or where there exists a manifest disproportion between its costs for the good faith debtor and its merit for the creditor.

It is recalled that if either Party breaches its obligations, then the Party aggrieved by such default may, under Article 1222 of the French Civil Code, 7 days after the sending of an unsuccessful formal demand seeking performance, cause the obligation to be performed by a third party, at the defaulting Party’s expense, provided that the cost of such performance is reasonable and is in line with market practice, without any court authorisation being needed to that end, it being understood that the Party aggrieved by the defaultmay also elect to demand in court that the defaulting Party advances the amounts necessary for such performance.

Article 12. Non-performance defense

It is recalled that, under Article 1219 of the French Civil Code, either Party may refuse to perform its obligation, even where the same is due, where the other Party fails to perform its obligation and such non-performance is sufficiently serious, i.e. where such non-performance can call into question the continuation of the agreement or fundamentally disrupt its economic balance. The suspension of the performance of such Party’s obligations shall become effective immediately upon receipt by the defaulting Party of the breach notice sent to it by the aggrieved Party with an indication of the aggrieved Party’s intention to apply the non-performance defense so long as the defaulting Party shall not have cured the observed breach; the relevant notice shall be sent by registered letter with acknowledgement of receipt or on any other written lasting medium making it possible to provide written evidence of the sending.

Such non-performance defense may also be used preventively in accordance with Article 1220 of the French Civil Code, if it manifestly appears that either Party shall not perform the obligations incumbent on it when they shall fall due and where the consequences of such non-performance are sufficiently serious for the Party aggrieved by the default. Such right shall be exercised at the risk of the Party taking the initiative in this respect.

The suspension of the agreement’s performance shall be effective immediately upon receipt, by the Party that is presumed to default, of the notice of the intention to apply the preventive non-performance defense, until the Party that is presumed to default performs the obligation in respect of which a future breach is manifest. The relevant notice shall be sent by registered letter with acknowledgement of receipt or on any other lasting written medium making it possible to provide written evidence of the sending.

Article 13. Force majeure

The Parties shall not be held liable if any non-performance or delay in the performance of any of their obligations set out herein stems from any event of force majeure within the meaning of Article 1218 of the French Civil Code or from exceptional sanitary or climate hazards beyond the Parties’ control.

Article 14. Rescission of the agreement

14-1– Rescission on grounds of non-performance of a sufficiently serious obligation

A party aggrieved by a default may, in case of sufficiently serious non-performance of any of the obligations incumbent on the other Party, give the Defaulting Party notice by registered letter with acknowledgement of receipt of the rescission of the agreement on grounds attributable to the Defaulting Party’s negligence 7 days after the sending of a formal demand seeking performance, in accordance with Article 1224 of the French Civil Code.

14-2– Rescission on grounds of force majeure

No rescission as a matter of law based on force majeure may be effected unless 7days have lapsed since the sending of a registered letter with acknowledgement of receipt or the service of any bailiff deed.

However, such demand shall state the rescinding Party’s intention to apply this clause.

Article 15. Disputes

So as to jointly identify a solution to any dispute that might arise in the performance of this Agreement, theParties agree to meet within 3 days from sending of a registered letter with acknowledgement of receipt sent by either Party.

This amicable settlement procedure is a mandatory prerequisite for the institution of any legal action between the Parties. Any court action instituted in breach of this clause shall be deemed non-admissible.

However, if, after a period of 3 days, the Parties cannot agree on a compromise or solution, then the dispute shall be brought before the court of law identified below.

Article 16. Jurisdiction

Any and all disputes to which this Agreement and the understandings hereunder may give rise concerning their validity, interpretation, performance, rescission or consequences and any matter incidental thereto shall be brought before the relevant Paris court.

Article 17. Governing law – Language of the agreement

These Standard Terms and the transactions thereunder shall be governed by French law.

These Standard Terms are drafted in French. In the event that these Standard Terms are translated into one or more foreign languages, the French language version alone shall prevail.

Article 18. Acceptance by the Buyer

These Standard Terms of Saleand the price lists and rates attached hereto related to the discounts and allowances are expressly approved and accepted by the Buyer, which represents that it is fully informed of the same and therefore waives any right to rely on any contradictory document, and in particular on the Buyer’s standard terms of purchase.