General Terms and Conditions of Sale

Scope

These terms and conditions are concluded between the micro enterprise BGBIN - hereinafter referred to as the << Seller >>, and the legal persons / natural persons of legal age and/or legal capacity wishing to benefit from a Product of the said Seller, hereinafter referred to as the << Client >> on the other hand. This document applies, without restriction or reservation, to all sales concluded between the Parties in France and abroad. No special conditions may, unless formally written and signed by the Client and the Seller prevail against these General Terms and Conditions of Sale. If one of the clauses of these General Terms and Conditions of Sale is null and void or cancelled, the other clauses shall not be cancelled. Any sale made by the seller implies that the Client has read the cgvs and that he adheres to these same conditions.

Object

The Seller is engaged in the sale of clothing. The production, design and creation of the Products are carried out by the Seller, who is likely to call upon external professionals for the supply of materials and certain tasks relating to the production of the Products. As part of the performance of its services, the Service Provider may call upon external professionals, which the Client accepts and acknowledges.

Tariffs

Prices are freely set by the Seller. The prices charged are those in force on the day of the order and communicated by the Seller. Any additional costs or surcharges may apply in the event of specificity due to the nature of the Product, or due to the Client's requirements, delivery methods or other. In any case, the total amount is indicated to the Client prior to the validation of his order and its payment. Otherwise, any surcharges that may be applied will be expressly specified to the Client. Prices are in euros and are indicated excluding taxes (excl. VAT). A deposit may be required by the Seller, the amount and terms of payment of which will be expressly specified to the Client prior to the validation of his order. In the absence of payment of the said deposit, the Seller reserves the right not to perform its obligations relating to the order. No reminder is required for the application of late payment penalties which run automatically from the 1st day of late payment. The amount of the penalties results from the application of three times the legal interest rate in force at the time of the incident to the outstanding amounts. In addition, a lump sum indemnity for recovery costs of €40 will apply pursuant to Article D 441-5 of the French Commercial Code.

Terms of payment

The Client has the option of paying by: -Cheque -Cash -PayPal - Mobile Money

Provisions relating to Products and Orders

the products

Products are those that appear on the Seller's list or catalog or those offered by the Seller to the Client according to his request and needs. The Seller is required to produce made-to-measure Products made to order by the Client, the specificities and characteristics of which must be the subject of a clear list and specifications if necessary, allowing the production of the desired Product(s) and in accordance with what will have been established between the Parties.

Terms of payment

Any purchase or order of one or more Product(s) by a Client is subject to the establishment of a quote. Any request must be made by the Client: - By phone - By email - Through the website The quotation valid for 1 month will be drawn up with regard to the Client's request and will detail in detail the description of the Product(s), the possible design and delivery times, the desired quantities, the unit and total price and any additional costs that may apply. It must imperatively be signed and accepted by the Client prior to the validation of an order. The Seller offers the possibility of making pre-orders before any start of marketing of a Product or in the event of temporary unavailability or stock shortage of one or more possible references. The Client will have all the information relating to the Product(s) and an expected date of delivery. Any delay shall be notified without delay.

Delivery

The delivery of the Product(s) takes place in the form of hand delivery at the time of purchase or order or subsequently according to the terms agreed between the Parties. Delivery takes place in accordance with what has been indicated and/or selected by the Client at the time of ordering. The Seller will communicate all the information relating to the tracking of the delivery as soon as the order has been shipped. The Seller undertakes to ensure that the announced deadlines are respected. Any delay in the preparation and dispatch of the order will be notified to the Customer by e-mail or telephone or SMS. Delivery takes place in accordance with what has been indicated to the Client or selected by the Client at the time of the order. The Products are shipped by a third party who will provide the Seller with all the information relating to the tracking of the delivery as soon as the order is shipped. Upon receipt of this information, the Seller will send it to the Customer. The Seller undertakes to ensure that the announced deadlines are respected. Any delay in the preparation and dispatch of the order will be notified to the Customer by email, phone or SMS.

Cancellations, Returns and Product Guarantees

The Customer does not have the possibility to return the order at the end of his order. With regard to Product Guarantees, the French and European legal and regulatory provisions relating to sales to individuals on the one hand and those applicable to sales between professionals for any order or purchase made by a professional or a legal person on the other hand are applicable.

Right and Withdrawal Period

Due to the specificity of the Products sold by the Seller and in application of the provisions of Article L221-28 of the Consumer Code, the right of withdrawal is not applicable.

Responsibility

The Seller's liability is in no way based on the direct or indirect consequences, whether on persons or property, of a malfunction of a product sold subject to the legal provisions of public order. The Seller's liability is strictly limited to the amounts of the Products sold. Under no circumstances can it be held liable in the event of non-compliance by the Client with the obligations of these cgvs. Nor can it be held liable in the event of misuse of the Product(s) purchased, any modification made in terms of functionality or purpose relating to the Product(s) and for any cause beyond the Seller's control. Any delay in the delivery of the order due to a cause that is external to the Seller and beyond the control of the Seller cannot be blamed on the Seller under any circumstances. Any action taken by the Client as a result of the manufacture of the Product(s), their packaging and conservation may be brought against the Seller, who may himself turn around, call for warranty or call on his material supplier(s) or any professional who has participated in the production of the Products.

Intellectual property

In accordance with Article L122-4 of the French Intellectual Property Code, << any representation or reproduction, in whole or in part, made without the consent of the author or his successors or assigns is illegal. The same applies to translation, adaptation, transformation or reproduction by any art or process. >> The Client only has the right to use the Products, their content and all the elements, whether visual or audio, texts, layouts, illustrations, photographs, documents as well as all the elements likely to be made available to him, in accordance with his or her use, the instructions, the user guide and the applicable legal and regulatory provisions. The Seller retains all copyrights and industrial and intellectual property rights relating to the brand, products, drawings, models, photos, catalogues and technical documentation, which may not be copied, reproduced, reused without its express prior written authorisation. Failure to comply with these provisions may result in legal proceedings.

Protection of personal data

In accordance with Law No. 78-17 of 6 January 1978 and the provisions of the General Data Protection Regulation (GDPR) No. 2016/679, the Client has the right to query, access, modify, oppose and rectify his personal data by contacting the Seller: By e-mail to the following address: bgbincreations@gmail.com By post to the following address: 01 BP 4082 ABIDJAN

Force majeure

The Seller's liability cannot be implemented if the non-performance or delay in the performance of one of its obligations described in these general terms and conditions of sale results from a case of force majeure within the meaning of Article 1218 of the Civil Code.

Applicable law and jurisdiction

These terms and conditions are subject to French law. French law and the French courts shall have jurisdiction in the event of any dispute or dispute between the Parties.

Appendix

Article L217-5 of the French Consumer Code: << The goods are in conformity with the contract: 1° If they are suitable for the use usually expected of similar goods and, if applicable: if they correspond to the description given by the seller and possess the qualities that the seller has presented to the buyer in the form of a sample or model; if it has the qualities that a buyer can legitimately expect in the light of public statements made by the seller, by the producer or by his representative, in particular in advertising or labelling; 2° Or if it has the characteristics defined by mutual agreement between the parties or is suitable for any special use sought by the buyer, brought to the attention of the seller and which the latter has accepted. » Article L127-6 of the French Consumer Code: 'The seller shall not be bound by the public statements of the producer or his representative if it is established that he did not know them and was not legitimately in a position to know them.' Article L127-7 of the French Consumer Code: 'Defects of conformity which appear within a period of twenty-four months from the date of supply of the goods shall be presumed to exist at the time of delivery, unless the contrary is proved. For second-hand goods, this period is set at six months. The seller may rebut this presumption if it is not compatible with the nature of the goods or the lack of conformity invoked. » Article L127-8 of the French Consumer Code: 'The buyer shall have the right to demand that the goods conform to the contract. He cannot, however, contest compliance by invoking a defect that he knew or could not have known of when he contracted. The same applies when the defect has its origin in the materials it has itself supplied. » Article L127-9 of the French Consumer Code: << In the event of a lack of conformity, the buyer chooses between repair and replacement of the goods. However, the seller may not proceed according to the buyer's choice if this choice entails a cost that is manifestly disproportionate to the other modality, taking into account the value of the property or the extent of the defect. He is then required to proceed, unless this is impossible, according to the method not chosen by the buyer. » Article L127-10 of the French Consumer Code: << If it is not possible to repair and replace the property, the buyer may return the property and have the price refunded or keep the property and have part of the price returned. The same option is open to him: 1° If the solution requested, proposed or agreed pursuant to Article L. 217-9 cannot be implemented within one month of the buyer's complaint; 2° Or if this solution cannot be achieved without major inconvenience for the latter, taking into account the nature of the property and the use he seeks. However, the sale cannot be rescinded if the lack of conformity is minor. » Article L127-11 of the French Consumer Code: 'The application of the provisions of Articles L. 217-9 and L. 217-10 shall take place at no cost to the purchaser. The same provisions shall not preclude the award of damages.' Article L127-12 of the French Consumer Code: 'The action resulting from the lack of conformity shall be time-barred after two years from the date of delivery of the goods.' Article L127-13 of the French Consumer Code: 'The provisions of this section shall not deprive the purchaser of the right to bring an action resulting from redhibitory defects as provided for in Articles 1641 to 1649 of the Civil Code or any other action of a contractual or extra-contractual nature which is recognised by law.' Article L127-14 of the French Consumer Code: 'An action for indemnity may be brought by the final seller against successive sellers or intermediaries and the producer of the tangible movable property, in accordance with the principles of the Civil Code.' Article L127-15 of the French Consumer Code: 'A commercial guarantee means any contractual commitment by a trader to the consumer for reimbursement of the purchase price, replacement or repair of the goods or the provision of any other service in connection with the goods, in addition to their legal obligations to ensure the conformity of the goods. The commercial guarantee is the subject of a written contract, a copy of which is given to the buyer. The contract specifies the content of the guarantee, the terms and conditions of its implementation, its price, its duration, its territorial scope and the name and address of the guarantor. In addition, it clearly and precisely states that, regardless of the commercial guarantee, the seller remains bound by the legal guarantee of conformity referred to in Articles L. 217-4 to L. 217-12 and that relating to defects in the item sold, under the conditions provided for in Articles 1641 to 1648 and 2232 of the Civil Code. The provisions of Articles L. 217-4, L. 217-5, L. 217-12 and L. 217-16 as well as Article 1641 and the first paragraph of Article 1648 of the Civil Code are reproduced in their entirety in the contract. In the event of non-compliance with these provisions, the warranty shall remain valid. The buyer is entitled to avail himself of this. »

Contract

Between The BGBIN Micro Enterprise, located in ABIDJAN, COCODY, ABIDJAN COCODY DANGA, IMMEUBLE VIEUX COCODY, 25, VIEUX COCODY, hereinafter referred to as << The Seller >> And The [SAS/SASU/SARL/EURL] NOM whose registered office is located [TO BE COMPLETED], registered in the CITY Trade and Companies Register under the number [TO BE COMPLETED], whose SIRET number is [TO BE COMPLETED]. The micro-enterprise [TO BE COMPLETED] established [TO BE COMPLETED] whose SIRET number is [TO BE COMPLETED]. Mr. / Mrs. [FILL IN] DOMICILE(S) [FILL IN]. Hereinafter referred to as the << Client >>, Moreover Referred to as << the Parties >>, IT WAS AGREED THAT As a preliminary matter The Seller is engaged in the sale of clothing.

Object

The purpose of this Agreement is to define the terms and conditions of production, sale and delivery of the Seller's Products to the Customer. The Seller may call upon external professionals, which the Client accepts and acknowledges. The Parties agree to the Sale of the following references according to the rates defined below: [LIST PRODUCTS / REFERENCES / QUANTITIES / UNIT AND/OR TOTAL TARIFF]

Terms and conditions of ordering

Any request may be made by the Client: - By phone - By email - Through the website The order will be shipped by the Seller to the address previously provided by the Client within [X DAYS / WEEKS] from the validated order form. The order will be shipped by the Seller to the address previously provided by the Client within [X DAYS / WEEKS] from the validated order form. The Customer has the option of returning the order partially or totally: - No returns possible The Customer then has a period of [TO FILL] from receipt of the order to request a return. Returns are the responsibility of the Seller and must be made within [FILL]. With regard to Product Guarantees, the French and European legal and regulatory provisions relating to sales to individuals are applicable.

Rates and terms of payment

In consideration for the Product(s), which are the subject of this Contract, the Client shall be liable for the sum of [AMOUNT] € excluding VAT. A first deposit of €[AMOUNT] excl. VAT must be paid upon receipt of the invoice. The balance will be due upon receipt of the invoice. Payment must be made by: -Cheque -Cash -PayPal - Mobile Money No discount will be given in case of advance payment. No reminder is required for the application of late payment penalties which run automatically from the 31st day following the date of the invoice. The amount of the penalties results from the application of a statutory interest rate in effect at the time of the incident to the amounts still owed. In addition, a lump sum indemnity for recovery costs of €40 will apply pursuant to Article D441-5 of the French Commercial Code.

Duration of the contract

This Contract is concluded for an indefinite period.

Rights, obligations and commitments of the Parties

The Parties undertake to carry out their tasks in accordance with the rules of the trade, in the best possible way and to comply with the provisions of this Agreement in their entirety. The Seller undertakes to respect its commitments, to honour the order(s), to respect the announced deadlines and to notify the Client without delay of any delay or anomaly observed. The Seller undertakes to ensure the optimal quality of its Products. The Seller is liable for the Products sold to the Client, within the limits of the applicable legal and regulatory provisions and is limited to the amounts of the Products Sold. On the other hand, the Seller may not be held liable for any damage or incident that may occur as a result of a use of the Products that is not in accordance with their use or intended purpose or occurring as a result of non-compliant storage conditions. The Seller cannot be held liable in the event of modification of the Products by the Client or by a third party. The Client may be held liable if the damage or incident is caused by the Client or if the Client shares responsibility. Any action taken by the Client as a result of the manufacture of the Product(s), their packaging and conservation may be taken against the Seller, who may himself turn around, call for warranty or call on his material supplier(s) or any professional who has participated in the production of the Products. The Client undertakes to respect an exclusivity with respect to the Seller for all Products, subject to this Contract, and this, throughout the duration of the Contract. This exclusivity applies without any geographical limitation. Failure to comply with this exclusivity commitment will entitle the Client to compensation for the damage suffered by the Seller as a result and expose the Client to legal proceedings. The Client, for his part, undertakes to proceed with the payment of the order(s) according to the provisions set out above. He/she undertakes to respect the use and destination of the Product(s) and to inform the Seller of any anomaly or defect observed without delay.

Intellectual Property and Exploitation Rights

In accordance with Article L122-4 of the French Intellectual Property Code, << any representation or reproduction, in whole or in part, made without the consent of the author or his successors or assigns is illegal. The same applies to translation, adaptation, transformation or reproduction by any art or process.>> The Client acknowledges that he only has the right to use the Products delivered by the Seller, its content and all elements, whether visual or audio, texts, layouts, illustrations, photographs, documents as well as all the elements likely to be made available to him under this Contract. The Service Provider retains all copyrights and intellectual and industrial property rights relating to the trademarks, models, drawings, photos, catalogues and documentation. Any translation, adaptation, transformation, reproduction or modification without the Seller's consent is strictly prohibited and exposes the author to prosecution. Resale is strictly prohibited.

Breach of contract

The contract may be terminated, by mutual agreement between the Parties or unilaterally after a notice period of 6 months has been given from the notification of the intention to terminate this contract. The Party wishing to terminate the contract shall send the other party a written notice of this intention by post or electronically. Proof of sending and receipt is the responsibility of the sender. Any failure by one of the Parties to comply with its obligations may result, if the creditor of the unfulfilled obligation sees fit, in the automatic termination of this contract. Failure to comply with a commitment or a clause of this contract constitutes a breach justifying the termination of this contract. The termination will take place following the sending of a formal notice to the creditor, sent by registered letter with acknowledgment of receipt, which has remained ineffective, without prejudice to any damages. Finally, in the event of force majeure within the meaning of Article 1218 of the Civil Code, the contract shall be terminated immediately from the occurrence of the cause giving rise to the force majeure, without damage to the Parties.

Applicable Law and Jurisdiction

This Agreement is subject to French law and falls under the jurisdiction of the French courts. Made in: Abidjan Dated on: 10th October 2023