WHOLESALE GENERAL TERMS AND CONDITIONS

Last updated on 01/06/2024

Article 1 PURPOSE AND SCOPE

These General Terms and Conditions (GTC) govern the sale by IM Production of its products to any buyer previously approved by IM Production (hereinafter referred to as the "Buyer") within IM Production’s selective distribution network.

The GTC apply, without any restrictions or reservations, to all product sales concluded with IM Production, no matter the Buyer's country of residence and the clauses that may appear in the Buyer's documents, including the latter's general terms and conditions of purchase, unless the Parties expressly agree otherwise in writing. They supersede IM Production's previous general terms and conditions, which may have governed previous relations between the Parties.

As such, any order of a product from IM Production implies total acceptance of the GTC.

IM Production reserves the right to adapt or modify the GTC at any time and without prior notice; adaptations or modifications of which the Buyer has been notified in writing and which have not contested within twenty (20) days of their receipt are deemed to have been accepted.

Article 2 ORDERS

2.1 Definitions

The term Purchase Order refers to any written purchase order from the Buyer relating to the products sold by IM Production (2.2).

The term Order Confirmation refers to the express and written acceptance of the Buyer's order issued by IM Production. Each Order Confirmation shall specify the object and price of the order, the Incoterms, the payment terms, the expected delivery time, and any discount granted by IM Production (2.3).

2.2 Purchase order submission

A Purchase Order may be submitted by the Buyer to IM Production:

• At a showroom event or on an electronic platform to which the Buyer will have access;
• Within a maximum period of seven (7) days following a showroom event, directly via IM Production's electronic ordering platform;
• or by contacting IM Production directly, who shall enter the order on its electronic platform.

It is the Buyer's responsibility to check the accuracy of their order details, as they appear on the Purchase Order, and to immediately notify IM Production of any error that they may notice. IM Production may ask the Buyer to specify the details of their order. IM Production reserves the right to suspend, modify or refuse any order, in particular when the quantity of products requested by the Buyer is abnormally high compared to the quantity usually ordered, or when the products ordered are not put into production.

2.3 Order Confirmation

On receipt of the Purchase Order, IM Production sends an Order Confirmation to the Buyer. The characteristics of the order as shown on the Order Confirmation shall be deemed to have been approved by the Buyer, and the order shall become final, if the Buyer does not express any reservations or disputes within forty-eight (48) working hours following receipt of the Order Confirmation issued by IM Production.

2.4 Modification

A request from the Buyer to modify the order will only be considered by IM Production, at its sole discretion, if it is made in writing within forty-eight (48) working hours following receipt of the Order Confirmation by the Buyer. In any case, IM Production reserves the right to accept or refuse the modification of the order. The modification of the order, as approved by IM Production, shall give rise to the sending of a new Order Confirmation, under the conditions referred to in the preceding Article 2.3.

2.5 Cancellation

2.5.1. Cancellation by the Buyer

The order may be cancelled, free of charge, by way of a written request from the Buyer within forty-eight (48) working hours following receipt of the Order Confirmation by the Buyer.

In the event that the order is cancelled after the period of forty-eight (48) working hours following receipt of the Order Confirmation has elapsed, the Buyer shall not be entitled to the return of the deposit paid in accordance with Article 9.2 or, in the event that no deposit has been paid, shall be liable to pay an amount equivalent to thirty percent (30%) of the amount of the order, unless the cancellation of the order by the Buyer is due to: 

• a force majeure event;
• a delay in delivery of the products ordered of more than thirty (30) days, unless the delay in delivery is itself justified by a suspension of deliveries due to late payment for a previous delivery on the part of the Buyer. Any refusal to accept an order for delivery that is not justified by a delay in delivery of the products ordered of more than thirty (30) days (provided that this delay in delivery is not due to late payment for a previous delivery by the Buyer), will give rise to payment, by the Buyer, of the totality of the price of the order.

2.5.2. Cancellation by IM Production

In any case, IM Production reserves the right to cancel any order that cannot be fulfilled due to, among other things, a shortage of materials; the cessation of activity of a material supplier; the defectiveness of the materials supplied and/or of the products; or a break in production. In this case, IM Production shall contact the Buyer, by any means, in order to come to a joint agreement on the modification of the initial order. IM Production may also cancel any current order in the event of late payment by the Buyer for more than thirty (30) days of a previous order in accordance with Article 9.4.

Article 3 DELIVERY

Delivery times are given as an estimate only, and are subject to the availability of carriers and the range in which orders are received. IM Production reserves the right to modify any delivery specification(s) in the Purchase Order or the order acceptance, after having informed the Buyer by any means, if delivery is not possible according to the conditions laid out in the Order Confirmation.

Deliveries shall only be made subject to the availability of the products confirmed in the Order Confirmation and to the Buyer's financial guarantees. They may be comprehensive or staggered over the delivery period indicated.

Deliveries shall be made in accordance with the Incoterms defined by IM Production. In the event of a delay in delivery of more than thirty (30) days from the end of the delivery period indicated, and provided that this delay is not itself due to late payment for a previous delivery on the part of the Buyer, the Buyer may cancel the order (at no cost to either party) or accept a new delivery date without the right to claim any compensation or damages.

In any event, late delivery shall not give rise to any penalty or compensation. Penalty clauses appearing in commercial documents, including in the Buyer's general terms and conditions of purchase, are not enforceable against IM Production.

Article 4 RISKS AND TRANSPORT

4.1 Risks

The transfer of the risks relating to the products sold by IM Production shall be carried out in accordance with the Incoterms binding IM Production and the Buyer.

4.2 Transport

The transport terms and conditions are governed by the Incoterms. Even in the case of goods delivered with transport at IM Production's expense, it is the Buyer's responsibility to check whether the transport contract has been correctly executed and, if it has not, to take the necessary measures to retain their right to recourse against the carrier, namely:

• if any packages are missing or arrive damaged, or for any other issue: the Buyer must immediately and unequivocally establish the nature and extent of the damage upon receipt by noting their concerns on the delivery slip;
• the Buyer must notify the carrier of the dispute by registered letter within three (3) days following receipt of the goods, as required by Article L.133-3 of the French Commercial Code, under penalty of preclusion.

In any event, the copy of the slip noting the concerns and the dispute sent to the carrier must be sent simultaneously to IM Production via this platform.

These two conditions are both absolutely necessary for the carrier to be held liable. If the Buyer is claiming partial loss or damage, they must establish that it existed at the time of delivery of the products.

Any product that has not been the subject of concerns noted according to the above conditions shall be deemed to have been accepted by the Buyer.

Article 5 RETURN

IM Production does not accept returned goods. If, on an exceptional basis and subject to the prior written agreement of IM Production, which shall establish the terms and conditions, returns are accepted, the costs and risks associated with said returns shall remain the responsibility of the Buyer. Moreover, the Buyer must conform to the specifications shared by IM Production in order to carry out the accepted return.

Article 6 WARRANTY – CLAIMS

The products are guaranteed against any material or manufacturing defects.

Without prejudice to the measures to be taken by the Buyer with regard to the carrier, as described in Article 4, the Buyer is required to inspect the products without delay and to notify the carrier within eight (8) days of delivery or availability of the products (under penalty of preclusion), via this platform or via registered letter with acknowledgment of receipt to IM Production, of the defective nature of the products, providing all evidence of the defectiveness of the products andrequesting their return.

If the return is accepted by IM Production, the latter shall notify the Buyer of a return number, which they must use to return the products to IM Production within ten (10) days of receipt. If IM Production's customer service approves the Buyer's complaint, an exchange or a credit shall be proposed; otherwise, the products shall be returned to the Buyer, at their expense, and the Buyer shall not be able to claim any compensation or cancel the order.

The risks linked to the return of products unduly returned to IM Production are the responsibility of the Buyer.

A claim made by the Buyer according to the terms and conditions laid out in Article 4 and in this Article shall not give the Buyer the right to with hold payment for such goods.

Without prejudice to the warranties expressly given by IM Production here in, IM Production does not grant any other express or implicit warranties, and expressly excludes all warranties of sales, fitness for a particular purpose, and non-infringement of products, to the extent permitted by law.

Minor deviations in quality, colour, shape, weight, design or characteristics that are usual in the trade or unavoidable for technical reasons cannot give rise to any claims under the warranty.

In the event of a latent defect affecting the Products, the Buyer may return the Products concerned to IM Production under the conditions described in this Article, after having sent any evidence of such a defect to IM Production and having received the prior written agreement of IM Production for the return of the Products.

It is expressly agreed that the warranty against hidden defects required of IM Production is, in any case, limited to the restitution of the net purchase price of the Products under the conditions referred to in Article 8, excluding any compensation for further damages, unless the provisions of Article 1645 of the French Civil Code apply.

Article 7 INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS

7.1 The trademarks "Isabel Marant", "Marant Etoile" and "Marant", as well as all the figurative or non-figurative marks and more generally all the other marks, illustrations, images and logotypes appearing on the products sold by IM Production, as well as their accessories and packaging, whether registered or not, are and will remain the exclusive property of IM Production.

7.2 Any total or partial reproduction, modification or use of these trademarks, illustrations, images and logotypes, for any reason and on any medium whatsoever, without the express prior agreement of IM Production, is strictly prohibited.

7.3 During the presentation of the new Isabel Marant, Marant Etoile and Marant collection (clothing, footwear, jewellery and accessories), the Buyer may take photographs, which must be reserved strictly for their personal use. The Buyer undertakes not to communicate the photographs they have taken to anyone other than their employees or associates who need to know about them, and who are bound by an obligation of confidentiality. The Buyer undertakes to ensure that their employees or associates respect this confidentiality. In particular, the Buyer undertakes not to publicly distribute these photographs via social networks such as Facebook, Instagram, Twitter and Pinterest, or by any other means.

Article 8 PRICE LIST - PRICE

8.1 Price list

For each product collection, the purchase price of the products shall be made available to the Buyer. Only the prices indicated in the confirmation of order will be the prices applicable to the Buyer.

The price list may be amended at any time, after prior notice has been provided to the Buyer. Changes to the price list will automatically apply from the date indicated on the new price list.

8.2 Price

Unless otherwise indicated, prices are stated in Euros, excluding taxes and any shipping costs.

8.3 Price reductions

The discounts, rebates and credits granted by IM Production are exclusively those indicated on its invoice.

Article 9 PAYMENT

9.1 Payment terms

Invoices or pro forma invoices are issued without discounts and are payable solely by bank transfer or letter of credit on the date indicated on the invoice.

9.2 Deposit

A deposit of thirty percent (30%) of the total price of the order may be required when the order is confirmed. This deposit may be retained by IM Production in the event of cancellation of the order under the conditions referred to in Article 2.5.1 of the GTC.

9.3 Payment before delivery

IM Production may require the Buyer to pay the full price of their order before delivery of the ordered products if they do not or no longer provide sufficient financial guarantees, or if IM Production has serious or specific reasons to fear payment difficulties on the part of the Buyer on the order ordelivery date, in particular if the Buyer is in receivership, undergoing safeguard proceedings or any equivalent proceedings, and/or has undergone a reduction of their COFACE Credit Score.

A pro forma invoice shall be sent to the Buyer to inform them of the availability of the products ordered. The Buyer must pay the pro forma invoice within seven (7) days of it being sent. If payment is not made within the deadline, IM Production is entitled to reallocate the products to be sent to the Buyer without the latter being able to claim any compensation in the event that these products are no longer available at the time of late payment by the Buyer.

9.4 Payment default

Notwithstanding IM Production's right to suspend any delivery that is upcoming and/or in progress in the event of non-payment in full of an invoice that is due, after formal notice has remained without effect for forty-eight (48) hours, the Buyer's failure to pay on the due date indicated on any invoice (including proforma invoices) shall automatically entail:

• immediate payment of all outstanding sums, even if they have given rise tobills of exchange;
• the payment by the Buyer of a late payment penalty, which is calculated on the total (excluding taxes) of all outstanding sums, at the interest rate applied by the ECB to its most recent refinancing operation, plus ten (10) percent, without the need for a reminder;
• Payment by the Buyer of a late payment fee of forty euros (€40) per invoice, pursuant to Article D441-5 of the French Commercial Code, in addition to any other damages, legal costs and expenses that may be claimed by way of the courts;
• IM Production being entitled to exceed the delivery window of any order in progress, and to reallocate the products to be sent to the Buyer without the latter being able to claim any compensation in the event that these products are nolonger available at the time of late payment by the Buyer;
• In the case of failure to pay within thirty (30) days of the due date of the invoice, IM Production being entitled to exercise its right of cancellation in accordance with Article 2 of the GTC. In this case, the deposit paid by the Buyer shall be retained by IM Production as damages.

9.5 Order refusal

If the Buyer places an order with IM Production without having paid for any previous order(s), IM Production shall have the right to refuse to fulfil the order and deliver the goods in question, without the Buyer being able to claim any compensation for any reason.

Article 10 TERMINATION CLAUSE

Without prejudice to any other rights or actions, IM Production reserves the right to terminate its commercial relations with the Buyer, without prior formal notice and by way of a simple notification, in the event of a breach by the Buyer, whether voluntary or involuntary, of one of their obligations arising from the GTC, as well as in the following cases:

• If the Buyer fails to pay on due date any sum owed to IM Production or to any third party that IM Production has entrusted with financing or securing its receivables with regard to the Buyer, the third party having subrogated or assumed the rights of IM Production, or in the event that a bill of exchange is contested.
• The death, physical or mental incapacity, or disappearance of the Buyer, if the Buyer is a natural person, or the death or physical or mental incapacity of the company director, if the Buyer is a legal entity.
• The cessation of business, voluntary liquidation, or dissolution of the Buyer.
• If the Buyer undertakes an activity likely to affect the commercial reputation, the intellectual property rights, or the brand image of IM Production and/or the Isabel Marant brands.

Commercial relations may be terminated immediately if the Buyer repeats a breach of contract that has already given rise to formal notice.

Article 11 RETENTION OF TITLE CLAUSE

11.1 IM Production will retain title to goods until the Buyer has paid the purchase price in full, together with all related costs and expenses, notwithstanding that payment terms may have been granted.

Any clause to contrary effect, in particular in the general terms and conditions of purchase, shall be null and void.

11.2 It is expressly agreed that IM Production can enforce its rights under this Retention of Title Clause against all goods in the Buyer's possession in respect of any monies owed or deemed to be due and payable and IM Production shall have the right to seize such goods or to recover them in satisfaction of all outstanding invoices, without prejudice to its right to cancel any outstanding orders.

11.3 The Buyer may only resell goods which have not been paid for in the ordinary course of business, and shall not under no circumstances use their unpaid stock as security or collateral.

In case of default of payment, the Buyer shall be prohibited from reselling the stock corresponding to the quantity of unpaid products.

11.4 After sending a formal notice, IM Production may unilaterally draw up or have drawn up an inventory of its products in the Buyer's possession, who shall undertake, from that point, to allow free access to their premises, shops, warehouses or other facilities for this purpose, ensuring that IM Production's products are always identifiable

11.5 IM Production reserves the right to reclaim the goods in stock in the event of non-payment of an invoice on the due date, in the event that the Buyer is the subject of collective proceedings.

11.6 The Buyer is considered the custodian and guardian of the products from the time of delivery.

11.7 In the event of non-payment for the Products, and unless IM Production prefers to request the full and complete execution of the sale, IM Production reserves the right to terminate the sale after formal notice and to reclaim the products delivered. In this case, the return costs shall be the responsibility of the Buyer, and the payments made shall be retained by IM Production as a penalty.

Article 12 FORCE MAJEURE

If a force majeure event prevents the delivery of the products within the original estimated deadline, IM Production shall give the Buyer written notice thereof, to be sent for example, by fax or email, within twenty[1]four(24) hours of the date of the occurrence of the events, and the contract binding IM Production and the Buyer shall be deemed to have been suspended with effect from the date on which such event occurred without any form of compensation.

Article 13 ECONOMIC DEPENDENCE

The Buyer acknowledges that they are independent of IM Production and that, assuch, they are solely responsible for their management. The Buyer therefore undertakes, throughout the duration of their commercial relations with IM Production, to ensure sufficient diversification of their suppliers. The Supplier therefore cannot blame IM Production for allowing any situation of economic dependence to arise; however, it must, in any event, inform IM Production if this situation should arise.

The Buyer acknowledges that, for the entire duration of their commercial relationship, they are solely responsible for any insufficient diversification in terms of their suppliers.

Article 14 SEVERABILITY

If one or more of the provisions of these GTC is deemed to be invalid or illegal, such invalidity will not affect the other stipulations, which shall continue to have full and complete effect.

Article 15 MISCELLANEOUS

Any document other than those that constitute the GTC (apart from IM Production's selective distribution charter) including, but not limited to, any images and photographs accompanying the product descriptions communicated in the catalogue or in the IM Production showroom, are provided for illustrative purposes and are not binding in nature. IM Production is entitled tomake any changes it deems necessary.

Article 16 APPLICABLE LAW AND JURISDICTION

The GTC are governed by French law. Only the French version of the GTC is binding.

The present GTC exclude any application of the Vienna Convention of April 11,1980 relating to international sales to relations between IM Production and the Buyer.

Any dispute arising from the interpretation, application, execution or non-execution of these GTC and its consequences shall fall under the exclusive jurisdiction of the Commercial Court of PARIS (France).