2.1. The sales contract will only become final after the Buyer’s order (established by a purchase order) has been accepted by the Supplier). The Supplier will ensure, inter alia, that products ordered are available and will ensure and check that the Buyer is solvent by enquiring with the credit insurer.

Orders should be confirmed by the Buyer, by signing the purchase order, including electronic signing that enables expressly the materialisation of the Buyer’s consent (for example: electronic signing system, order validation button on the Supplier's website).

The order is firm in the absence of refusal of the Supplier, expressly indicated in writing to the Buyer within a maximum period of 30 days after receipt of the purchase order signed (3 working days for restocking orders).

The Supplier also reserves the right to refuse or cancel any pre-season order (excluding restocking) lower than 3000 € HT per brand.

2.2. Products will be supplied at prices applicable on the day when the order is placed, in the specific commercial offer submitted to the Buyer and accepted, as the case may be. These prices are firm and may not be reviewed until the period of validity thereof expires, as stated by the Supplier.

These prices are net and exclusive of tax, Supplier’s warehouse departure (HOERDT). Containers will be charged in addition. Prices do not include transport, customs dues, if any, or insurance premiums payable by the Buyer (see article 4.1.). Any taxes, duties, dues or other payments to be made in application of regulations applicable in France or transit countries will be payable by the Buyer.

2.3. Any changes requested by the Buyer with respect to the terms and dates of delivery or terms of payment, without limitation, may be subject to a specific commercial offer between the parties, with special price terms.

2.4. The Supplier’s resupply stock is reserved for the provision of the Buyer who ordered the brand products during the pre-season commercialisation of the collection.

The restock order is only possible on products of the current season still in stock, without any guarantee as for the quantities, sizes and colors available. The restock order can be made online on the Supplier's website (see article 2.5) or directly from the Supplier's sales department. Whatever the amount of the order, all transport costs are the responsibility of the Buyer.

2.5. Online order on the Supplier’s website (www.astermod.net): The website is available in two languages, French and English.

Some brands are available to order online (mainly for restocking) on ​​the Supplier's website. To access the online order, the Buyer's account must have been duly created and authorized by the Supplier. In this case, if the Buyer wishes and has an internet connection, he can place his order online by following the process below:

The parties expressly agree that the Supplier is hereunder subject to the obligation to act with due care.

4.1 Terms of delivery and reservations expressed to the carrier

4.1.1. The tasks, costs and risks relating to delivery of the products shall depend on the form of delivery and the Incoterm agreed upon with the Buyer.

On principle, the delivery terms are (EXW) ex-warehouse of the Supplier (HOERDT) by reference to the INCOTERMS of the International Chamber of Commerce, 2020 editions.

Products will be carried at the Buyer’s sole risk. All shipping and transport costs will still be at the expense of the Buyer. The Supplier will inform the Buyer as soon as the Products are at his disposal at the warehouse so that he proceeds to the removal of the products.

Exceptionally, the parties may agree to opt for another Incoterm and define specific terms and conditions (special conditions).

In the case of special requests from the Buyer concerning terms of packing or transport for products ordered, duly accepted in writing by the Supplier beforehand, related costs will be included in a special extra bill.

4.1.2. From the moment when goods are delivered, the Supplier will accept no liability in the case of loss or theft of, or damages to the products. Save as may be agreed otherwise, the Supplier will reserve the option of shipping its products in reasonable split dispatches.

4.1.3. If the Buyer fails to take delivery of the goods, the Buyer will nevertheless owe the purchase price. The Buyer will be responsible and liable for storing goods.

4.1.4. The Buyer undertakes to meet the obligation to check the condition of the carton/palette and goods when they arrive so as to lodge a claim against the carriers in time, where applicable.

Failing any reservations to be expressly stated in writing and notified to the carrier and Supplier by prepaid registered mail, within three days from the date of delivery, products delivered by the Supplier will be deemed to be in conformity with the order in terms of quantity and quality, in compliance with Article L.133-3, French "Code de Commerce”.

No claim may be validly accepted in the case of failure to observe such procedures.

The Supplier will promptly replace said goods at its own cost, with no damages of any type whatsoever, and title to these new products will remain vested in the Supplier until payment has been made in full.

Goods rejected may only be returned after the Supplier’s prior consent in writing. The Supplier’s liability will be limited to repairs and new supply of items for which the Buyer can prove non-conformity of products; the Supplier should be given the capacity to ascertain said non-conformity.

If replacement or repairs are impossible or result in significant costs for the Supplier, the Supplier may decide to repay for the goods to the Buyer, then, the Buyer may not claim for damages.

Any failure from the Buyer to meet any obligation will relieve the Supplier from its own obligations under this article.

4.2. Delivery dates

Products purchased by the Buyer being from pre-season orders, they will be delivered within not more than 10 (ten) months from the date of receipt by the Supplier of the relevant purchase order confirmed in writing by the Buyer under the terms described in paragraph 2.1. They will be progressively delivered based on product lines upon delivery dates mentioned in the purchase order in the case of split delivery.

Products resulting from restocking orders will be delivered within a maximum period of fifteen (15) working days from receipt of the order, validated by the Supplier.

This period is not compulsory and the Supplier may not be held liable to the Buyer in the case of a late dispatch under one month. In the case of a delay exceeding such period, the Buyer may request sale cancellation.

The Supplier may not be held liable in any case whatsoever in the case of any delayed or suspended delivery for which the Buyer is responsible, of inventory shortage, or failure from any of its suppliers, proven computer problem, or in the case of an event of force majeure or occurrence of an unpredictable event beyond its reasonable control, including without limitation: wars, epidemics, requisitioning, strikes, fires, floods, cataclysms, interruptions or delays affecting transports or supplies in raw materials or energies, etc.

In case shipping should be postponed by the Buyer or as result of any act from the Buyer, for any cause whatsoever, products will be stored and handled by the Supplier at the Buyer’s sole risk and at its own cost.

4.3. Guarantee

4.3.1. In compliance with legal provisions, the Supplier will indemnify the Buyer from and against any non-conformity of the products and any latent defect caused by a defect in materials, design or manufacturing, affecting products delivered and making them unfit for use. This guarantee will be limited to the replacement or reimbursement of products not in conformity or defective products.

Any guarantee will be excluded in case of misuse, negligence, default or failure to observe maintenance specifications from the Buyer or if the Buyer performed changes or repairs on products delivered, or caused such products to be changed or repaired by third parties or in the case of force majeure.

The Supplier’s guarantee will be limited to the sum exclusive of tax paid by the Buyer for the supply of products.

4.3.2. To press a claim, the Buyer should give the Supplier written notice of the existence of defects within not more than one month from the date when they were detected, otherwise, any action relating thereto may have to be withdrawn.

Goods rejected may only be returned after the Supplier’s prior consent in writing with their labels and without having undergone handling. Its liability will be limited to the repair and supply of items for which the Buyer can prove that defects appeared during the period of warranty mentioned above, and the Supplier should be given the capacity to examine defects. This warranty also covers labour costs.

4.3.3. The Supplier will replace or cause any products covered by the warranty considered as defective to be repaired at its own cost with no damages of any type whatsoever and title to the new products will remain vested in the Supplier until their delivery to the Buyer.

If replacement or repairs are impossible or should result in significant costs for the Supplier, the Supplier may decide to pay back the goods to the Buyer, and the Buyer may not claim for damages.

Any replacement of defective products will not result in any extension of the warranty period determined above.

Any failure from the Buyer to meet any of its obligations will relieve the Supplier from its own obligations under this article.

Liability and the risk of loss of and damages to goods sold will be transferred to the Buyer upon delivery of said products.

However, title to the products will only be transferred from the Supplier to the Buyer after the Buyer has paid the price in full, whatever the date of delivery of said products.

So, save as may be provided otherwise by the laws of the Buyer’s country, the Supplier will retain - until the Buyer has paid the price and any interest on overdue payments and other costs if any in full - exclusive title to products sold to recover possession of said products in any place where they may be located, without prejudice to any other actions as the Supplier may be entitled to bring against the Buyer as a result thereof.

The production of a document resulting in an obligation to pay in any form whatsoever (letter of credit, bill of exchange...) will not be deemed to represent payment under this clause.

All collection and/or transport costs will be payable by the Buyer. The Buyer shall give the Supplier notice of the location where goods are stored and shall provide assistance to collect such goods.

If the Buyer or its representatives or creditors prevent the collection in any way whatsoever, damages up to 50 (fifty) euros per day will be due by the Buyer until the day when goods are made available to the Supplier again, within the limit of the amount of Products sold.

The Buyer shall therefore cause products ordered to be covered at its own cost, for the benefit of the Supplier, by an appropriate insurance policy until title has been passed in full and shall produce evidence thereof to the Supplier upon delivery. Otherwise, the Supplier would be entitled to defer delivery until such supporting evidence has been produced.

Joint use of the trademark and other signs (logo, brand, sign, commercial name...) is prohibited, unless the Supplier and/or the trademark owner (in the case of third party) has given its prior written permission. This also applies to all visuals of the products (point-of-sale advertising, photographs ...)

In every instance, the Buyer may not, in any way, bring damage to the brands and their image and must strictly comply with all instructions for use communicated (graphic charter, duration of use, etc.).

Any difference as may arise from the interpretation or performance hereof will be discussed between the two parties to settle the matter out of court. If no out of court settlement could be reached within two (2) months, any disputes as may arise from this agreement with respect to the validity, interpretation, performance or termination thereof and the effects and consequences thereof will be referred to the court of STRASBOURG.