TO BE ATTACHED TO EACH QUOTE

OUROS CREATIONS (trading as: Oniri Créations)

SAS with capital of €5,000 – SIRET: 929 540 391 00018

RCS Strasbourg 929 540 391 – VAT: FR01929540391

91 Route des Romains, 67000 STRASBOURG, FRANCE

PREAMBLE

These Terms and Conditions of Sale (hereinafter “TCS”) govern the commercial relationship between OUROS CREATIONS / Oniri Créations (hereinafter “the Seller”) and any professional (hereinafter “the Customer”) placing an order via the platform pro.oniri-creations.com or by any other means.

Validation of a quote issued by the Seller implies unreserved acceptance of these TCS, which prevail over any other Customer document, including their own general terms of purchase.

ARTICLE 1 – ORDERS AND QUOTES

1.1. Order Process

Every order is subject to a prior quote prepared by the Seller, including: detailed list of products (references, quantities, unit prices), shipping costs calculated according to weight, volume and destination, total amount excluding and including VAT, payment and delivery terms, and quote validity period (generally 30 days).

1.2. Quote Validation

The quote becomes firm and final after: written validation by the Customer (email or signature), AND receipt of full payment by bank transfer. No order will be processed before receipt of complete payment.

1.3. Modification and Cancellation

Any modification request after quote validation will require a new quote. No cancellation is possible after quote validation and receipt of payment, except with exceptional agreement from the Seller. If cancellation is accepted, cancellation fees may apply (minimum 20% of order amount).

ARTICLE 2 – PRICES AND PAYMENT

2.1. Prices

Prices shown on quotes are in euros excluding VAT. The applicable VAT is that in effect on the date of invoicing. Shipping costs are calculated and added to the quote according to destination and chosen shipping method.

2.2. Payment Terms

Payment is made exclusively by bank transfer, 100% upon order. Bank details are indicated on each quote and invoice. Payment deadline is 7 days from the date of the quote, unless otherwise stated.

2.3. Late Payment

In case of non-payment at maturity, late payment penalties will be applied at a rate of three times the legal interest rate in effect, in accordance with Article L441-10 of the French Commercial Code. A fixed indemnity of €40 for recovery costs will also be due automatically (Article D441-5 of the French Commercial Code).

ARTICLE 3 – DELIVERY

3.1. Delivery Times

Delivery times are indicated on the quote and run from receipt of payment. They may vary depending on product availability (stock in France or China). For products in stock in China, times include international transport (generally 15 to 30 business days). Times are given as an indication and do not constitute a firm commitment.

3.2. Shipping

Shipping may be carried out from our warehouse in France or directly from our suppliers in China (drop-shipping). The shipping method is specified on the quote. Packaging is adapted to the nature of the products to ensure their integrity.

3.3. Transfer of Risk

Transfer of risk occurs upon handover of products to the carrier. The Customer must check the condition of packages upon receipt and note precise and justified reservations on the delivery slip in case of apparent damage. Any claim must be confirmed by registered letter to the carrier within 3 business days of delivery.

3.4. Delivery Delay

In case of significant delay (more than 15 business days beyond the scheduled date), the Customer may request cancellation of the order by registered letter, after formal notice remaining unanswered for 8 days. Refund will then be made within 30 days.

ARTICLE 4 – WARRANTIES

4.1. Legal Warranty of Conformity

In accordance with Articles L217-4 and following of the French Consumer Code, the Seller guarantees product conformity for 2 years from delivery. In case of non-conformity, the Customer may choose between repair or replacement of the product.

4.2. Hidden Defects Warranty

In accordance with Articles 1641 and following of the French Civil Code, the Seller guarantees products against hidden defects rendering them unfit for use. Action must be taken within 2 years of discovering the defect.

4.3. Warranty Exclusions

The warranty does not cover: damage resulting from improper use, inadequate storage, unauthorized modification of the product, normal wear and tear of products, damage occurring after risk transfer (except pre-existing hidden defect).

4.4. Limitation of Liability

The Seller’s liability is strictly limited to replacement, repair, or refund of the purchase price of defective products. The Seller cannot be held liable for indirect damages (loss of business, lost profit, loss of customers, etc.).

ARTICLE 5 – RETURNS

5.1. Principle

The Customer does NOT benefit from the right of withdrawal provided for by Consumer Law (B2B relationship).

Returns are possible ONLY in the following cases: non-conformity or defect affecting products, delivery error attributable to the Seller, exceptional and prior agreement from the Seller.

5.2. Procedure

No return will be accepted without written and prior agreement from the Seller and obtaining a Return Authorization Number (RAN). Request to be made to sales department: [email protected]. Products must be returned in their original packaging, in perfect resale condition, unassembled, with all accessories and manuals.

5.3. Return Costs

Justified return (product defect): costs borne by the Seller.

Return accepted on a commercial basis: costs borne by the Customer + minimum 10% penalty for handling fees.

5.4. Non-Returnable Products

Certain products cannot be returned: custom or personalized products, products whose packaging has been opened or which have been assembled, products ordered specifically for the Customer.

ARTICLE 6 – RETENTION OF TITLE

In accordance with Article L624-16 of the French Commercial Code, the Seller retains ownership of products until full payment of the price (principal, fees, taxes and accessories). In case of non-payment, the Seller may require immediate return of unpaid products at the Customer’s expense and is authorized to access premises where products are stored to proceed with their removal.

ARTICLE 7 – FORCE MAJEURE

The Seller cannot be held responsible in case of force majeure, including: natural disasters, wars, riots, attacks, epidemics, pandemics, mandatory health measures, strikes, accidents, fires, blockage of means of transport, embargoes, international sanctions, failure of telecommunication or electricity networks, raw material shortages, major supply difficulties, cyber-attacks, hacking.

ARTICLE 8 – PERSONAL DATA

The Seller collects and processes the Customer’s personal data in compliance with GDPR. The Customer has rights of access, rectification, erasure, restriction, portability and objection. To exercise these rights: [email protected]. For more information, see our TCU: https://pro.oniri-creations.com/tcu/

ARTICLE 9 – APPLICABLE LAW AND JURISDICTION

9.1. Applicable Law

These TCS are governed by French law, excluding the Vienna Convention of April 11, 1980.

9.2. Dispute Resolution

In case of dispute, the Customer agrees to contact the Seller first to seek an amicable solution. Contact: [email protected]

9.3. Competent Jurisdiction

Failing amicable resolution, any dispute shall be subject to the exclusive jurisdiction of the Commercial Court of STRASBOURG, notwithstanding plurality of defendants, incidental claims, warranty claims or interim proceedings.

ACCEPTANCE OF TCS

The complete TCS and TCU are available at:

https://pro.oniri-creations.com/tcs/  –  https://pro.oniri-creations.com/tcu/

By validating the quote, the Customer acknowledges having read these Terms and Conditions of Sale and accepts them without reservation.

Date: ____________________          Customer Signature:

Company Stamp: