EMAIL no later than ten (“10”) days after the issue date of the present order and will not be effective unless confirmed in writing by the Seller.

Cancellations of orders, resulting from the Seller’s delay in delivering merchandise already ordered, shall not be accepted.

5. The merchandise is shipped FOB (“Free-On-Board”), Paris, France.
6. In the event the Purchaser does not collect the purchased goods delivered to the specified destination, the Purchaser

shall be in default, and the Seller shall, in its sole discretion, either demand payment for the goods and maintain the goods at the disposal of the Purchaser or proceed and sell them to third parties, without notice. Expenses for holding the merchandise by the forwarder are to be borne entirely by the Purchaser and the Seller reserves all rights to recover damages.

7. The price of the merchandise shall be paid upon the due date of the invoice issued by the Seller. After thirty (“30”) days have elapsed from the due date of the invoice, the Seller is authorized to impose a late payment penalty of 5% of the outstanding balance. Thereafter, interest shall accrue at the higher of 5% or the prime lending rate plus 3%.

8. If the order anticipates more than one shipment, the delayed payment of a single invoice relating to each shipment will authorize the Seller to suspend indefinitely all subsequent shipments, without having to send a warning notice to the Purchaser. Additionally, the Seller reserves the right to claim damages arising on account of the Purchaser’s breach of these Conditions of Sale. Other than for breaches related to non-payment or failure to accept delivery, the Purchaser will be deemed to be in default five (“5”) business days after being notified in writing by Seller of any breach of these Conditions of Sale.

9. Returns of merchandise will not be accepted for any reason without the written consent of the Seller. If such consent is given, the Purchaser shall indicate in the shipment documents the authorization number to return the merchandise, which will be supplied to the Purchaser, upon his request, by the appropriate office at the Seller. To obtain a credit, merchandise must be returned promptly to the Seller and must be received by the Seller in original condition.

10. The Purchaser must examine the goods received as soon as is commercially practicable. If defects are discovered, for which the Seller is deemed responsible, the Seller must immediately be informed, by means of Federal Express, Fax or some other form of expedited communication at the appropriate office at the Seller and, in all cases, within five (“5”) days of the receipt of goods so that the Seller can notify the forwarder, insurance company or any other responsible party. Such notice must specify the nature of the defect identified by Purchaser.

11. Where ordinary examination would not allow the Purchaser to discover defects in merchandise upon receipt, the Seller must be informed of such defect no later than fourteen (“14”) days from receipt of goods. Failure to notify Seller within this time period will be construed as an acceptance of the goods and a waiver of all claims regarding the condition of the goods received.

12. In no instance will Purchaser be permitted to claim any offset against payments owed on invoices to Seller, without having received a credit memo from Seller.

13. In the event that the validity of a complaint is recognized by the Seller and in the event that this complaint cannot be cured through a discount on the purchase price, the Seller, at its discretion, shall either substitute the defective merchandise, or issue a credit memo provided that the defective merchandise has been returned to the Seller. In no circumstances will the Seller be responsible for any damages to the Purchaser, including lost profits or any consequential damages, beyond the purchase price of the specific item of merchandise that is the subject of such complaint.

1. In the event of strikes, difficulties in receiving the shipments, or the occurrence of other extraordinary events or events outside of Seller’s control, which impact production or delivery of the items ordered, the Seller shall be authorized to postpone deliveries or to cancel them.

2. In the event the economic or financial conditions of the Purchaser change in such way that solvency is substantially decreased, or that Seller has reason to believe that Purchaser’s solvency may be at risk, the Seller shall have the right to either cancel all orders or to demand satisfactory guarantees of payment.

3. All of the merchandise shipped to Purchaser is intended for sale exclusively by the Purchaser in their agreed place of business. Under no circumstances does the Seller authorize the Purchaser (I) to sell or wholesale the merchandise purchased to any other Purchasers, discount houses, or wholesaler or (II) to sell or to advertise Seller’s products on the internet without the express, written consent of the Seller.

4. The Seller is the owner of GAUCHERE trademark, which may not be used by the Purchaser without the express, written consent of the Seller. Additionally, the merchandise may not be used for publicity or promotional purposes without the express written consent of the Seller.

5. This agreement shall be governed by French Law and the parties hereby expressly consent to the exclusive jurisdiction of the state and federal courts located in Paris County, France. In the event of litigation or any action with regard to a breach of this agreement, the non-prevailing party will be responsible for all reasonable attorneys fees and related costs.

Date: ___/___/_____ Authorized Purchaser Signature & Title: ____________________________________ C 6/8

PAYMENTS INFORMATION FORM

To be filled out and sent to GAUCHERE SARL within 15 days from the date of the Submission of Proposed Purchase Orders or at least 6 months prior to forecasted date of first payment from Additional and/or Replacing Bank Account and/or Payer as per art. 11.2 of GAUCHERE SARL Terms and Conditions of Sale

□ Addition FROM ________________________________________

________________________________________

________________________________________

________________________________________

PROPOSED PURCHASE ORDERS OF SEASON ________________________________________

□ Replacement .Date: ______________ TO

GAUCHERE SARL, 188 rue de Rivoli 75001 Paris
France

FINAL DESTINATION OF THE GOODS ________________________________________

With reference to the above mentioned Proposed Purchase Orders, I undersigned, duly empowered to represent the Buyer, hereby communicate the details of the bank accounts from which the due amounts will be paid and/or the full details of the company/companies and/or individuals that will pay on our behalf the due amounts.

PAYER DETAILS

Buyer shall communicate its own Bank details and/or submit a request of payment from a third party and/or a request to change the Payer by means of the “Payment Information Form” that constitutes an essential part of the Contract as defined at art. 3.3 here above. The deadline for the submission of the Form by Buyer to LGI is no later than 6 months prior to the expected payment date and in any case within 15 days from the date of submission of Proposed Purchase Orders. GAUCHERE shall communicate its acceptance or refusal to Buyer within 3 months from the date of receipt of such requests.

Buyer acknowledges and accepts that any non-compliance with the Payment Policy here above shall be considered as a serious breach of the Contract and GAUCHERE shall (a) refuse payments incoming from unapproved companies and/or individuals, unless such companies and/or individuals are subject to sanctions requiring the blocking of their assets, in which case GAUCHERE will comply with applicable laws, (b) refuse at any time payments incoming from approved accounts and/or Payers, should the banks and/or Payers have meanwhile been included in national or international lists as sanctioned companies and/or individuals (Sanctioned Parties), unless such Sanctioned Parties are subject to sanctions requiring the blocking of their assets, in which case GAUCHERE will comply with applicable laws, and (c) refuse at any time payments incoming from approved accounts and/or Payers, should the receipt or dealing in such payments be prohibited under applicable law because the banks and/or Payers be or have become resident in a country or region included in national or international lists as an Embargoed Country. Such refused or blocked payments shall be considered as never executed and will not discharge Buyer from its payment obligations towards GAUCHERE. In such case all the remedies under art. 5.8 will apply in addition to any other remedy available at law or pursuant to these Terms.

“Embargoed Country” shall mean the Crimean region of Ukraine and Sevastopol, Cuba, the Democratic People's Republic of Korea, Iran, Syria and any other country or region that is or will be subject to economic and trade sanctions imposed by the UN, the US, the EU and/or its Member States.

“Sanctioned Parties” shall mean any individual or entity listed or designated on any restricted parties or sanctions list maintained by the UN, the US, the EU and/or its Member States, including, without limitation, U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons (“SDN”) List, its Sectoral Sanctions Identifications (“SSI”) List, and its Foreign Sanctions Evaders (“FSE”) List.

“Sanctions” shall mean all applicable trade or economic sanctions or export control laws, regulations or restrictions, including without limitation those implemented by the UN, the US, the EU and/or its Member States, or Switzerland.

BUYER
_______________________ Name/surname ________________________ Job Title ________________________ Signature Company chop

PAYING COMPANY PAYING INDIVIDUAL
For acknowledgment and acceptance of the above and of LGI’s T&C of Sale ___________________________ ___________________________ Name/surname Name/surname ___________________________ Job Title
___________________________ ___________________________ Signature Signature
Company chop