Terms and Conditions of Sale

January 20, 2021 version

The present General Terms and Conditions of Sale (hereinafter referred to as "GTC") exclusively govern the contractual relations between FLAG & KO, a simplified joint stock company, registered at the RCS of Cannes under the number 851 395 335 and whose registered office is located at 75 impasse des Faïsses, 06250 MOUGINS and ERIC FLAG SARL, a company under foreign law with limited liability, registered at the RCS of Switzerland under the number CHE-474.259.231, whose registered office is located route de Cossonay 59, 1008 Prilly, Switzerland (hereinafter referred to as "FLAG & KO") and its consumer customers (hereinafter referred to as the "Buyer").

They prevail over any general terms and conditions of purchase of the Buyer and more generally over any document issued by the Buyer.

The online sale of Products presented on the Site is open to Buyers wishing to be delivered worldwide

When confirming an order on the Site, the Buyer will be asked to accept these GTC by checking the box " I have read and accept the General Conditions of Sale ". If the Buyer does not accept without reservation all of the provisions of these GTC, no order can be placed.

Any order placed by a Buyer is deemed not to be part of a commercial, industrial, craft, liberal or agricultural activity.  

1. DEFINITIONS

Buyer: means any natural person who acts for purposes that are not part of his commercial, industrial, artisanal, liberal or agricultural activity as well as any legal entity that does not act for professional purposes, having created an Account and accepted these GTC.

Account: designates the account created by the Buyer via the FLAG & KO Website.

Personal data: means any information relating to a natural person that allows that person to be identified directly or indirectly.

Product: designates all Products offered for sale by FLAG & KO.

Site: designates the Internet site on which the Products of FLAG & KO are sold, available at https://www.ericflag.com

Customer service: refers to the service accessible via the "Contact" tab on the Site or at the following e-mail address [email protected]

User: any user of the Site whether or not he/she is a Buyer.

2. SUBJECT

The purpose of the present General Terms and Conditions is to define the rights and obligations of the Parties with regard to the sale of Products offered by FLAG & KO to the Buyer.

They are communicated to the Buyer during the validation of his order and are freely accessible to any User of the Site.

They are applicable as soon as they are put online on the Site and are opposable to the Buyer as soon as they are accepted.

They prevail over any other document, except prior, written and express derogation.

FLAG & KO reserves the right to modify its GTC from time to time, the latest version of which will be made available to the Buyer on the Site. It is up to the Buyer to consult and accept them before placing any order on the Site.

FLAG & KO shall make available to the Buyer the latest version of the GTC on the Site and shall provide a copy of this version if the Buyer requests it.

3. CUSTOMER ACCOUNT

Any Buyer wishing to place an order on the Site may have an Account, but this is not mandatory.

In order to open an Account on the Site, the Buyer will provide certain information (title, first name, last name, email address, etc.) and must choose a password.

The Buyer will receive a confirmation by e-mail from FLAG & KO containing the identifier (e-mail address of the Buyer) and the confidential password.

The Buyer's password is both confidential and personal and must never be communicated to a third party. It is used under the sole responsibility of the Buyer.

Any action and/or connection and/or order carried out and/or placed with this password is deemed to be carried out by the Buyer. In case of loss of his password, the Buyer must notify FLAG & KO without delay, and complete the password modification procedure proposed on the Site.

4. ORDER

4.1 Order placed by the Buyer

All orders must be placed by the Buyer on the Site.

To place an order on the Site, the Buyer adds to his shopping cart the Products he wishes to order.

By clicking on the icon "YOUR CART", a summary of the order as well as the price of the Product(s) he/she wishes to order will appear on the screen. The Buyer can then modify or validate his order.

The price displayed is the price of the Product in effect on the day of the order. The prices include the value added tax applicable on the day of the order and do not include the possible delivery costs, invoiced in addition to the price of the Products, according to the modalities defined hereafter and as indicated to the Purchaser before the validation of the order.

In order to finalize the order, the Buyer will select the "ORDER" icon.

He will then, if he has not done so before, be invited to identify himself or create an Account.

The Buyer may also, if he/she wishes, place an order without creating an Account, by filling in the delivery form with the information necessary for the processing of his/her order, i.e.: last name, first name, delivery address, city, postal code, country.

In both cases, the Buyer will indicate his delivery address and, if different, his billing address.

The Buyer will be able to estimate the shipping costs by designating the country and the postal code in which he/she wishes to be delivered and obtain the information relative to the delivery of his/her order.

Depending on the designated country and the postal code indicated, several delivery options will be offered.

The Buyer will then choose the delivery method he/she wishes and according to this choice, the final price (including delivery costs) will appear on the screen.

The Buyer will then choose the method of payment he/she wishes and a summary of his/her order will then appear on the screen.

 The Buyer will then be invited to consult the present Terms and Conditions and to accept them by checking the box " I have read and accept the Terms and Conditions of Sale ".

The order can only be validated if you have accepted the present GTC.

The Buyer will then have to proceed to the payment of his order and then click on the icon of validation to finalize his order.

The "validation click" constitutes an electronic signature.

This electronic signature has, between the Parties, the same value as a handwritten signature.

Any validation click constitutes an irrevocable commitment of the Buyer which cannot be called into question.

Once the order is completed, FLAG & KO sends to the Buyer a summary of his order by e-mail, to the e-mail address provided by the Buyer when creating his Account or placing his order.

This email is worth acknowledging receipt of the order by FLAG & KO and constitutes the starting point of the deadlines indicated on the Site.

The Buyer may modify his/her order before shipment, within a maximum of twenty-four (24) hours after placing the order, by sending a written request to the following e-mail address [email protected] or by contacting Customer Service via the "Contact" tab on the Site.

The modification of the order will then be the subject of a confirmation e-mail from FLAG & KO.

The Buyer may ask a question about his/her order by contacting Customer Service by e-mail at the following address [email protected] or by contacting Customer Service via the "Contact" tab on the Site.

4.2 Refusal of order

The company FLAG & KO reserves the right to refuse any order in case of :

• Exceeding the stated order limits ;
• Existing Dispute with Buyer;
• Total or partial non-payment of a previous order by the Buyer;
• Refusal to authorize payment by credit card from payment organizations ;
• Abnormal nature of the order, especially in the case of orders for unusual quantities and/or amounts for an end consumer.

5. PRODUCTS

5.1 Product Information

The information provided on the various electronic media (in particular the Site, newsletter, electronic documentation, interactive catalog, Product sheets, notices and advertising documents) is as accurate as possible but is given for information purposes only and may be modified at any time without notice.

The photographs illustrating the Products on the Website are not part of the contractual field. Also, FLAG & KO cannot be held responsible if errors or alterations resulting from the processing of these photographs are introduced.

5.2 Product availability

The Products are offered on the Site within the limits of available stocks.

In case of unavailability of a Product ordered by the Buyer, FLAG & KO will inform the Buyer as soon as possible and will indicate the period in which the unavailable Product should be available for sale again.

The Buyer will then have the possibility to cancel the order of the unavailable Product and to ask for the refund of the sum paid at the time of this order, which will have to intervene at the latest in the thirty (30) days following its payment.

The cancellation of the order of this Product and its possible refunding will then be carried out by FLAG & KO, the remainder of the order remaining firm and definitive.

6. PRICES AND BILLING

The prices displayed on the Site are expressed in euros and include, unless otherwise stipulated, the value added tax applicable on the day of the order.

They do not include the possible delivery costs, invoiced in addition to the price of the Products and as indicated to the Purchaser before the validation of the order.

The prices are modifiable at any time by FLAG & KO.

The price guaranteed to the Buyer is the one displayed on the Site at the time of placing the order.

For orders placed outside the European Union and in particular in Switzerland, the price is expressed and calculated exclusive of tax (HT).

The prices indicated do not include the participation in the delivery costs as well as any other additional costs (gift wrapping etc.), which will be invoiced in addition and indicated at the time of placing the order. They will also appear in the order confirmation and invoice sent to the Buyer.

Once the order is validated, FLAG & KO will send the Buyer an invoice related to his order by electronic way to the email address indicated by the Buyer when creating his Account or placing his order.

For orders with a value greater than or equal to thirty-five (35) euros including tax, shipments to Metropolitan France (including Corsica), Belgium and Luxembourg are free of charge. For other regions of the world, shipping costs are specific for each of them.

The Buyer undertakes to pay the Price stipulated for the Product ordered on the Site and its possible additional costs (transport) as well as to pay or have paid, if necessary, and directly to the forwarding agent or carrier, the customs duties, the VAT or other taxes due on the occasion of the importation of the Product in the country of the place of delivery and in particular Switzerland and the overseas territories and departments

Once the order is validated, FLAG & KO will send the Buyer an invoice related to his order by electronic way to the email address indicated by the Buyer when creating his Account or placing his order.

7. METHODS OF PAYMENT

The placing of the order implies a cash payment of the Buyer.

The payment of the totality of the Price will have to be realized at the time of the order.

Unless specifically agreed otherwise by FLAG & KO, the order must be paid online by credit card, through a secure system that uses the intermediary platform Stripe so that the transmitted information is encrypted by a software and that no third party can take cognizance of it during the transmission on the network.

The order can also be paid by Paypal or by bank transfer via the IBAN communicated at the time of the validation of the order.

The credit card will be debited following the validation of the order. It is specified that in case of split delivery of the order, the amount of the order will be fully debited upon validation.

By way of derogation, the Buyer may send a request to FLAG & KO's Customer Service in order to pay his order by bank transfer or check. The use of these methods of payment will only be possible after FLAG & KO's express, written and prior authorization.

The payment of the order can in no case be the object of any compensation with a possible sum due by FLAG & KO to the Buyer.

8. DELIVERY

8.1 Terms of delivery

Delivery means the transfer to Buyer of physical possession or control of the Product.

The risk of loss or damage shall pass to the Buyer upon handover of the goods to the carrier, provided that FLAG & KO has taken out insurance to cover the goods during transport from the supplier's warehouse to the agreed place of delivery.

The delivery of the Products will intervene in the whole world to the address communicated by the Purchaser at the time of his order.

The Products ordered will be delivered to the delivery address indicated by the Purchaser at the time of his order. The Buyer must ensure that it is accurate.

Any parcel returned to FLAG & KO because of an erroneous or incomplete delivery address, or when the Buyer has not collected his order from the collection point he had indicated within the given time limit, will be reshipped at the Buyer's expense. It being specified that the reshipment costs will be communicated by FLAG & KO to the Buyer and may differ from the initial delivery costs for which the Buyer could have benefited from a reduction.

Delivery costs are at the expense of the Buyer and are communicated to him/her when choosing the delivery method for his/her order.

The carrier's delivery slip, signed by Buyer, shall constitute proof of delivery of the Product.

Except in case of force majeure or during closing periods clearly announced by FLAG & KO, the Products are shipped within 2 (two) to 3 (three) working days following the date of registration of the order, indicated on the summary e-mail of the order sent to the Buyer.

For pre-ordered items, the shipping date is communicated to the customer on the product page and the mention "pre-order" is visible in the title of the product page.

In the event that the Product is not in stock, FLAG & KO will inform the Buyer of the delay in which the Product should be shipped.

In case of exceptional circumstances preventing the delivery within the indicated time, FLAG & KO will inform the Buyer as soon as possible and will agree with him on a new delivery date.

In the event that the indicated time limit is exceeded, or, failing this, beyond 30 days after the conclusion of the order, the Buyer may cancel the contract of sale with FLAG & KO under the conditions provided for in Article L.138-2 of the French Consumer Code if, after written request by the Buyer sent by e-mail to FLAG & KO at the following address [email protected] FLAG & KO has not delivered the Product within a reasonable additional period of time.

The Buyer may immediately withdraw from the contract if FLAG & KO refuses to deliver the goods or if it does not fulfil its obligation to deliver the goods within a reasonable additional period of time and if the date or period of time indicated constitutes an essential condition of the contract which was made known to FLAG & KO at the time of the order.

In case of termination of the contract, FLAG & KO will refund the undelivered Products and related costs to the Buyer within 14 (fourteen) days from the date of termination of the contract.

Upon receipt of the order and regardless of the delivery method chosen by the Buyer, it is the Buyer's responsibility to verify, or have verified by any person mandated for this purpose, whether the Product ordered is in conformity with the order, particularly in terms of quantity, quality, weight, dimensions, content, conformity and condition of the Product.

If the customer notes any anomalies, he/she must make precise, dated handwritten reservations to the delivery person upon delivery, describing the defects noted. These reservations must also be sent to FLAG & KO within seventy-two (72) hours by e-mail to the following address [email protected] mentioning the order number and photographs illustrating the defects.

If no reservation is made under these conditions, the delivery shall be deemed to be in conformity.

The Buyer must keep the packaging and the delivery note of the delivered Product. In the event of an error on the Product, the Buyer may return the Product concerned in accordance with the terms and conditions described below.

8.2 Delivery times

The delivery times will be indicated to the Buyer at the time of his order.

They are counted in working days from the date of validation of the order, as soon as the address of the order has been correctly filled in.

• Metropolitan France (including Corsica)

Delivery: 3 to 5 working days, except for delays due to the carrier.

• Europe

Delivery : 4 to 6 working days, except for delays due to the carrier

• International

Delivery : 10 to 15 working days, except for delays due to the carrier

It is specified that for the delivery in countries outside the European Union, customs fees may be charged to the Buyer. The amount of these customs fees is set by the customs authorities and FLAG & KO shall not be held responsible for the payment of this tax when sending the order to the Buyer, the payment of this tax having to be settled by the Buyer in order for him to receive his order.

No refund or any other compensation can be requested from FLAG & KO by the Buyer because of the non-delivery resulting from the non-payment of this tax by the Buyer.

9. TRANSFER OF OWNERSHIP

The transfer of ownership of the Product takes place only upon receipt of the full payment of the Price.

In case of default or delay in payment of the Price, FLAG & KO reserves the right to demand the return of the delivered Product.

The Buyer commits himself to return the delivered Product whose payment is missing, at his own expense, at the first request of FLAG & KO.

10. GUARANTEES

10.1 Commercial warranty

The Products are declared in conformity with the various European standards in force by the manufacturers.

Warranties on goods sold by FLAG & KO are two (2) years from the date of receipt of the goods by the Buyer.

10.2 Warranty of hidden defects

Independently of the commercial warranty, FLAG & KO guarantees the Buyer against any hidden defect, resulting from a design defect of the Product, to the exclusion of any negligence or fault of the Buyer in application of articles 1641 and following of the Civil Code (hereafter reproduced).

The action for warranty of latent defects must be brought by the Buyer within two (2) years from the discovery of the defect.

The Buyer will be able to choose between the resolution of the sale or a reduction of the sale price.

Article 1641 of the Civil Code:

" The seller is bound by the warranty for latent defects in the thing sold which render it unfit for the purpose for which it was intended, or which so diminish that purpose that the buyer would not have acquired it, or would have given only a lesser price for it, if he had known of them.

Article 1644 of the Civil Code:

" [...] thebuyer has the choice to return the thing and have the price returned, or to keep the thing and have a part of the price returned, as arbitrated by experts".

Article 1648 paragraph 1 of the Civil Code:

"The action resulting from redhibitory defects must be brought by the purchaser within two years of the discovery of the defect.

10.3 Legal warranty of conformity

FLAG & KO is also the guarantor, with respect to the Buyer, of the conformity of the Products allowing him to formulate a request under the legal guarantee of conformity pursuant to articles L.217-4 and following of the Code of consumption (reproduced below).

The Buyer has a period of two (2) years from the delivery of the Product to formulate his request under the legal guarantee of conformity. The Buyer shall send this request in writing by registered mail with acknowledgement of receipt to FLAG & KO.

The Buyer may choose between repair or replacement of the good, subject to the conditions the cost conditions stipulated in article L.217-9 of the French Consumer Code.

In addition, in accordance with Article L.217-7 of the Consumer Code, the Buyer is exempted from proving that the non-conformity was present at the time of delivery if the defect occurs within 24 (twenty-four) months after delivery of the goods.

Article L.217-4 of the Consumer Code provides that:

"The seller delivers a good in conformity with the contract and is responsible for the defects of conformity existing at the time of the delivery.

He shall also be liable for any lack of conformity resulting from the packaging, the assembly instructions or the installation when the latter has been put at his expense by the contract or has been carried out under his responsibility."

Article L.217-5 of the Consumer Code provides that:

"The property conforms to the contract:

(1) Whether it is fit for the purpose ordinarily expected of similar property and, if so :

- if it corresponds to the description given by the seller and has 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 purchaser may legitimately expect, having regard to the public statements made by the seller, the producer or his representative, particularly 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 accepted by the latter.

Article L.217-12 of the Consumer Code provides that:

"The action resulting from the lack of conformity is prescribed by two years as from the delivery of the good."

Article L.217-16 of the Consumer Code provides that:

"When the buyer asks the seller, during the course of the commercial guarantee which was granted to him at the time of the acquisition or the repair of a movable good, a repair covered by the guarantee, any period of immobilization of at least seven days is added to the duration of the guarantee which remained to run.

This period runs from the time of the buyer's request for service or from the time the item is made available for repair, if this is after the request for service."

11. PRODUCT SAFETY DEFECT

In the event of damage caused by a safety defect in the Product, the Buyer shall seek the liability of the manufacturer identifiable from the information on the Product's packaging.

12. SUSPENSION - RESOLUTION

In the event of non-compliance by the Buyer with any of its obligations, in particular in the event of total or partial default of payment on the due date, FLAG & KO reserves the right, without prior notice, to suspend the delivery of the Product under the order executed or in the process of being executed and/or to suspend the execution of its obligations, without compensation, without prejudice to the exercise of its rights of recourse.

Moreover, if seven (7) calendar days after the receipt of a formal notice by registered mail with acknowledgement of receipt, this one remains unsuccessful, all the agreements concluded with the Buyer can be terminated by right without payment of compensation to the Buyer by FLAG & KO, which will be able to ask, in particular in summary proceedings, for the return of the goods.

In all of the above cases, if FLAG & KO does not opt to terminate the agreements, all outstanding claims of FLAG & KO shall become immediately due and payable and the Buyer shall be obliged to return the unpaid goods immediately. The fact that FLAG & KO does not take advantage of a breach of contract by the Buyer does not mean that the Buyer waives the right to take advantage of it in the future.

13. RIGHT OF WITHDRAWAL

In accordance with the provisions of article L.221-18 of the French Consumer Code, the Buyer may return the delivered Product within fourteen (14) days from the delivery of the latter and request reimbursement from FLAG & KO, it being specified that the return costs are at the Buyer's expense.

The additional shipping costs of the returned Product, when the Buyer has chosen a more expensive method of delivery than the one proposed by FLAG & KO or the least expensive one proposed by FLAG & KO, will remain at the Buyer's charge.

Refunds will be made within fourteen (14) days of receipt of the returned Product, based on the original method of payment for the order, less the initial shipping charges.

In order to exercise his right of withdrawal, the Buyer must contact FLAG & KO at the following address [email protected].

Any returned Product must be in its original condition and packaging, i.e.: new, unwired, undamaged, with the original instructions and packaging, in a resalable condition.

It is recalled in this regard that the responsibility of the Buyer, in case of withdrawal after use of the Product, may be incurred in respect of the depreciation of the Product resulting from handling other than those necessary to establish the nature, characteristics and proper functioning of this Product. It being specified that according to the European Commission, these manipulations are those that a consumer could have carried out in a store, for the goods which are offered to the sale there.

14. EXCHANGES AND REFUNDS

The Buyer may request an exchange or refund of the Product(s) purchased within thirty (30) days of receipt of the order, in the event of a problem with size, color, fit or defects.

In this case, the Buyer is invited to send an e-mail to the address [email protected] within thirty (30) days of receipt of the parcel by the Buyer, indicating the references of the order and the reason(s) for the return. After this period, no request for exchange or refund can be considered.

The Buyer will be able to choose between an exchange or a full refund of the price of the Product(s) concerned by the return. The exchange or refund will only be accepted if FLAG & KO has received the Product(s) concerned within fourteen (14) days from the Buyer's return request. The Product(s) must not contain any other defects than those specified.

FLAG & KO cannot be held responsible in case of theft, loss or damage of the package.

15. RESPONSIBILITY

All the Products proposed by FLAG & KO must be used in accordance with their instructions for use and maintenance and by taking all the precautions necessary for their use.

The Buyer is responsible for the choice of the Product he/she decides to order. Consequently, FLAG & KO cannot be held responsible for the inadequacy of the Product with the use which is made of it.

FLAG & KO cannot be held responsible for any damage, direct or indirect, material or immaterial, resulting from the use of a Product in a way not in conformity with its instructions for use.

Apart from the cases mentioned above, FLAG & KO shall not be held liable if FLAG & KO demonstrates that the non-performance or the poor performance of these General Terms and Conditions of Sale or of the order is attributable either to the Buyer or to the unforeseeable and insurmountable act of a third party to the contract.

16. FORCE MAJEURE

According to article 1218 of the Civil Code: " Force majeure occurs in contractual matters when an event beyond the control of the debtor, which could not reasonably be foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the performance of his obligation by the debt or.

Thus, any circumstances beyond the control of the Parties, preventing the performance under normal conditions of their obligations, are considered as causes of exoneration of the obligations of the Parties and lead to their suspension.

The Party invoking the circumstances referred to above shall immediately notify the other Party of their occurrence and their disappearance.

The following are considered to be cases of force majeure as usually retained by jurisprudence: events of an irresistible and unforeseeable nature, beyond the control of the Parties, against which they could not reasonably guard and whose consequences they could not have mitigated other than by incurring expenses out of proportion to the expected financial benefits.

In this respect, the following are expressly considered as cases of force majeure or fortuitous events: blockage of means of transport or supply, earthquakes, fires, storms, floods, lightning, stoppage of telecommunication networks or difficulties specific to telecommunication networks external to the Buyers.

The Parties shall meet to examine the impact of the event and agree on the conditions under which the performance of the contract shall be continued. If the case of force majeure lasts longer than 3 (three) months, the present GTC may be terminated by the injured party.

17. INTELLECTUAL PROPERTY

The content of the Site and all the elements which compose it, in particular in the form of texts, photographs, images, icons, sounds, videos, software, data base or data is the property of FLAG & KO and is protected by the international and French rules of the intellectual property.

Consequently, any reproduction, representation, modification, transmission, publication, adaptation or exploitation of the elements on which FLAG & KO has intellectual property rights, on any medium whatsoever and in any manner whatsoever, carried out without the prior written authorization of FLAG & KO, is strictly forbidden.

The non-substantial reproduction or representation of the elements on which FLAG & KO has intellectual property rights are authorized for strictly private and non-commercial purposes.

The authorized reproduction of elements on which FLAG & KO has intellectual property rights must indicate in an apparent way the source and the name of the author of the reproduced contents.

FLAG & KO reserves the right to exercise civil and penal legal proceedings, in France as well as abroad, in particular for counterfeiting, against any person who, directly or indirectly, would have infringed its rights.

18. PERSONAL DATA

During the ordering process, the Buyer may be asked to provide personal information about him/her.

FLAG & KO will respect the information submitted by the Buyer under the conditions provided in the Privacy Policy and personal data available at the following address https://www.ericflag.com/privacy-policy

19. MEDIATION

In the event of a dispute, the Buyer must first contact FLAG & KO's Customer Service Department by e-mail at the following address [email protected]

In case of failure of the complaint request to the Customer Service or in the absence of answer of this service within two months, the Buyer can submit the dispute relating to the order form or to the present GTC opposing him to FLAG & KO to the European Commission which provides a platform for the extrajudicial resolution of the litigations whose website is accessible at the address https://ec.europa.eu/odr.

This mediator will try, in all independence and impartiality, to bring the Parties together in order to reach an amicable solution.

To submit his request for mediation, the Buyer has a claim form accessible on the site of the mediator.

The parties to the contract remain free to accept or refuse recourse to mediation and, in the event of recourse to mediation, to accept or refuse the solution proposed by the mediator.

20. PARTIAL NON-VALIDATION

If one or several stipulations of the present GTC are declared null and void, in application of a law, a regulation or following a final decision of a competent jurisdiction, they will be deemed unwritten, without entailing the nullity of the whole of the present GTC by which FLAG & KO and the Buyer will remain committed to each other.

If necessary, FLAG & KO and the Buyer undertake to negotiate in good faith the provisions necessary to replace the stipulations that may have been cancelled or invalidated for any reason whatsoever.

21. NON-WAIVER

The fact that one of the Parties does not take advantage of a breach by the other Party of any of the obligations referred to in these GTC shall not be interpreted for the future as a waiver of the obligation in question.

The fact that a Party does not claim the application of any provision of these GTC or tolerates the non-performance thereof temporarily or permanently, shall in no case be interpreted as a waiver by this Party to exercise its rights under these GTC.

The fact that a Party tolerates a non-performance or imperfect performance of any contractual obligation referred to in these GTCs or more generally tolerates any act, abstention or omission of the other Party that does not comply with the contractual provisions shall not confer any right whatsoever on the Party that benefits from such tolerance.

22. TITLE

The headings and subheadings in these GTC are included for convenience only. By express agreement between FLAG & KO and the Buyer, these headings and sub-headings may not be used to interpret any provision of these GTC. In case of contradiction between any of the article titles and any of the stipulations, the titles will be declared non-existent.

23. APPLICABLE LAW - JURISDICTION

The present GTC are written in French language. In the event that they have been translated into one or more foreign languages and in the event of a dispute, only the text written in French will be deemed authentic between the Parties.

These GTC and the order are governed in their entirety by French law.

Any dispute relating to the conclusion, interpretation, performance or termination of these GTCs will be subject to a search for an amicable agreement.

Any dispute that may arise between the Parties as a result of the conclusion, interpretation or execution of these GTC shall be resolved exclusively by the competent courts of Paris.