It is previously stated as follows:

These provisions are the GENERAL TERMS AND CONDITIONS OF SALE (the "GSC") of L'Upcyclerie (hereinafter referred to as “La Petite Papeterie Française”) for products offered for sale to a professional clientele of reseller and distributors (hereinafter referred to as Customer or the Buyer), meeting the quality and ethical criteria of the La Petite Papeterie Française Products.

Items marketed by La Petite Papeterie Française are individually or collectively referred to as the "Products". Any written document from the Buyer materializing the order, such as an email or a pro forma invoice, is called the "Order".

By validating the Order and / or by signing the GSC, the Buyer acknowledges having read the GTC and expressly accepts it. The GSC may be supplemented by special conditions that will prevail, provided that the parties expressly accept them. The GSCs constitute the sole basis of the commercial negotiation, if the GSC are in opposition to other clauses or conventions whatsoever, the GSC will prevail over these documents.

The GSC are applicable to the sale of Products delivered and invoiced to the Buyer in France and abroad.

La Petite Papeterie Française reserves the right to modify the present GSC; any changes will be applicable as of right 30 days after written notice to the Buyer.

The preamble is an integral part of the GSC.

Article 1: SALES - ORDERS

Orders that are delivered or sent to La Petite Papeterie Française are only valid after written acceptance by La Petite Papeterie Française in the form of an Order Acknowledgment.

All orders are made on the website www.lapetitepapeteriefrancaise.pro via a professional access. In order to place an Order, the Purchaser must have been the subject of an account opening validated upstream on the site www.lapetitepapeteriefrancaise.pro.

To be valid, the order must specify in particular the quantity and the references of the products sold as well as the place and delivery date.

All orders must total to a minimum amount of 300 euros before tax deducted.

After validation, any cancellation of partial or total Order by the Buyer without prior written consent from La Petite Papeterie Française will be billed regardless of the cause of the cancellation. Any change in the situation of a Customer authorizes La Petite Papeterie Française to cancel current orders, to change payment terms or to require guarantees.

The Products being in conformity with the standards in force, the Purchaser has the responsibility to verify before the order that it has all the documentation relating to the information of the consumer, in particular within the meaning of the articles L221-1 and following of the French Consumption Code.

Article 2: PRICE

Our prices are in euros, excluding taxes and are only indicative.

In the event of price changes in relation to the prices communicated, any sale will be confirmed only after acceptance by the Buyer of the new price, which will be communicated to him after his order. Upon acceptance by the Buyer, the products will be invoiced at the prices and according to the conditions appearing on the receipt acknowledging the order.

Any tax, duty or other benefit payable under the French regulations or those of an importing country or a transit country shall be borne by the Purchaser.

Article 3: PAYMENT TERMS

The Order will determine the conditions of issue of the invoice by La Petite Papeterie Française as well as the payment terms and method of payment.

La Petite Papeterie Française is not obliged to proceed to the delivery or the provision of the Products ordered to the Buyer if it does not pay the price according to the terms of the Order.

Any amount not paid on the date stipulated in the Order will be automatically trigger, without a reminder is necessary and without prior notice, the payment of late penalties, and a lump sum 40 euros for recovery costs, pursuant to French Decree No. 2012-1115 of 2 October 2012, JORF No. 0231 of 4 October 2012. In accordance with the provisions of Article L.441-6 of the French Commercial Code, the interest rate of late penalties is equal to the rate applied by the European Central Bank plus 10 percentage points. Interest accrues from the day following the due date until full payment.

Any default in payment or any incident of payment will give rise to the exigibility of the receivables even if not due. All late payment, whatever cause or importance, may result in the closure of the Buyer 's account with La Petite Papeterie Française.

Article 4: DELIVERY

4.1 Terms of delivery of the Products in France and in the EEC

The Products will be delivered in France and in the EEC at the place and, if applicable, on the date specified in the Order, this date does not in any way constitute a period of rigor.

La Petite Papeterie Française cannot be held liable towards the Buyer in case of late delivery, including when attributable to the Buyer, the carrier or in case of force majeure.

The delivery of the Product will be formalized by an unloading or delivery note delivered by the carrier or, if applicable by La Petite Papeterie Française, to the Buyer.

Unless expressly agreed in writing between the parties, the cost of delivery shall be charged to the Buyer.

4.2 Terms of delivery of the Products for export

Unless special provisions to the contrary, the products will be provided by La Petite Papeterie Française for a specific date and a specific place so that the Purchaser organizes transport. The Purchaser is solely responsible for the Products as from the availability and in particular of all the steps and formalities related to the exportation of Products, but also the risks of loss and damage to the Products.

The Buyer shall bear at his own expense the transport to the place of delivery and all duties and taxes and other charges payable.

Article 5: CLAIMS

The Buyer must ensure, upon delivery or availability, the good condition of the Products.

In the absence of a reservation expressly made in writing by any means allowing proof of its receipt, by the Buyer within forty-eight (48) hours from the date of delivery, of any manufacturing defect in the Products ordered and / or non-compliance with the Order, the Products delivered will be deemed to conform in quantity and quality to the Order. After this period, the Purchaser will be deemed to have accepted the Products without reservation and will not be able to make any claim as a result.

Article 6: RETURNS

Except non-conformity with the Order of the delivered Product or manufacturing defect, duly noted under the circumstances referred to in Article 5, the Products are not in any way taken back or exchanged. In any case, everything return will be refused, without a prior written agreement by La Petite Papeterie Française and / or if it is not about new products, unused, in their original packaging and with all their accessories.

La Petite Papeterie Française undertakes to make a free refund or exchange, at the choice of La Petite Papeterie Française, of any Product whose return has been approved in writing by La Petite Papeterie Française.

Article 7: RESERVE OF PROPERTY AND TRANSFER OF RISK

In accordance with the French law of January 25, 1985, La Petite Papeterie Française keeps, until full payment of the price by the Buyer, a right of ownership of the Products delivered to the Buyer. Any deposit paid by the Buyer shall be retained by La Petite Papeterie Française as a lump-sum indemnity, without prejudice to any other action which it would be entitled to bring against the Buyer.

Notwithstanding the foregoing, the Parties agree that all risks relating to the Products, including the risk of loss and damage, are transferred to the Purchaser, who accepts it upon delivery in the EEC of the Products or the available Products for delivery outside the EEC.

Article 8: INTELLECTUAL PROPERTY

The Products, including its names, ranges and designations, its designs and packaging, are marketed by L'Upcyclerie under its registered trademark La Petite Papeterie Française of which it is the sole owner and are protected by the provisions of the Intellectual Property Code.

The Buyer is prohibited from manufacturing, having manufactured, selling or offering for sale products containing the original characteristics of the Products marketed by La Petite Papeterie Française including in particular its names, ranges and designations, its drawings and packaging.

The Buyer agrees to respect the intellectual property rights of La Petite Papeterie Française and to refrain from any misleading, incorrect or unfair presentation as to the origin of the Products.

The Buyer undertakes to request the express written authorization of La Petite Papeterie Française to use the logo of La Petite Papeterie Française and any other graphic element (including photographs, drawings and other representations of the Product or evoking the Product) on all material or immaterial media intended for the public.

Article 9: FORCE MAJEURE

For whatever reason, the responsibility of La Petite Papeterie Française in respect of the Purchaser shall in no case exceed the amount of the Order.

The responsibility of La Petite Papeterie Française can not be implemented if the non-execution or the delay in the execution of one of its obligations of GSC comes from a case of absolute necessity.

For application of this clause, are in particular considered as cases of force majeure, besides those retained by law and jurisprudence, riots, strikes, material restrictions first, bad weather, natural disasters, fires, accidents of all kinds, and everything made of nature occurring in our factories or in those of our suppliers hindering the manufacture or delivery of our products.

Article 10: CONFIDENTIALITY

Article 11: VARIOUS PROVISIONS

11 .1. Exclusiveness

La Petite Papeterie Française reserves the right to sell its Products to all third parties including a third party in direct competition with the Buyer.

11.2. Online sales

The Buyer shall not sell the Products on its own website or on any other website except with the express written consent of La Petite Papeterie Française.

In any case, the Purchaser is prohibited from proceeding to the paid referencing of the brand and the Products The Little French Stationery for its own website or for any other website that is not the official website of La Petite Papeterie Française (www.lapetitepapeteriefrancaise.fr)

10.3 . Validity of the GTC and loyalty

If one or more clauses of the GSC were found to be invalid, the other clauses will retain all their strength and scope.

In case of cancellation of a stipulation of the GSC, the Parties will negotiate in good faith an economically equivalent clause.

10.4 . Integrality and divisibility

The Terms and Conditions represent the entire agreement between the Parties regarding its subject matter, which can only be modified by a written act signed by the Parties. The preamble and any annexes are an integral part of the GSC, and are indissociable.

10.5 . Transfer and transmission

Given the intuitu personae nature, the Purchaser is prohibited from assigning or transferring, in any manner whatsoever, the rights and obligations resulting from the GSC without the prior written consent of La Petite Papeterie Française.

10.6 . Sincerity

Each Party undertakes to always behave towards the other Party as a loyal and good faith partner, and in particular to promptly bring to the attention of the other Party any dispute or difficulty that it might encounter in the context of the execution of the GSC.

10.7 . Election of domicile

The Parties elect domicile expressly to the addresses indicated at the time of the Order.

Article 12: APPLICABLE LAW AND COMPETENT COURTS

The GSC are subject to French law.

Any dispute relating to the interpretation, the execution and / or the termination of the GSC or any document relating to the sale of the Products will come under the exclusive jurisdiction of the Paris Commercial Court, including in case of appeal. guarantee or plurality of defendants.