These General Terms and Conditions of Sale (the “GTCS”) apply to all sales of carpets and rugs marketed (the “Products”) by 55 Cloud, SARL with a share capital of 1. 000, headquartered in Paris XVème (75015), 78 rue de la Croix Nivert, registered with the RCS de Paris under number 920 270 717 (the “Seller”) to non-consumer customers, understood as any individual or legal entity acting for purposes within the scope of its commercial, industrial, artisanal or liberal activity and not assimilated to consumers within the meaning of article L 221-3 of the French Consumer Code (the “Buyer”).

Prior to any order, the Buyer has been made aware of and has read the General Terms and Conditions of Sale. The Buyer has been duly informed and acknowledges having read and accepted the GCS without reservation.

Article 1 – Scope of application

1.1 Any offer or sale made by the Vendor is subject to the GCS, notwithstanding any conditions to the contrary on the part of the Buyer. The GTCS are also available to the Buyer on the 55 Cloud website (www.55cloud.fr).

1.2 Any order necessarily implies, as a substantial and determining condition, the unreserved acceptance of the GCS by the Buyer, who declares that he/she is fully aware of them.

Article 2 – Order

2.1. The prices charged are those in force on the day the order is placed, which may be placed and received by any means.

2.2. The Seller is bound only by orders which it has expressly accepted.

2.3. The Vendor reserves the right to modify its prices at any time, but undertakes to apply the prices in force when the order is placed.

Article 3 – Prices

3.1 Prices are inclusive of all taxes, calculated at the VAT rate in force on the day of the order, including packaging.

3.2 Prices for carpets and rugs exclude delivery and installation costs (labor and materials), which are specified separately when the order is placed.

3.3 Notwithstanding the provisions of articles 3.1 and 3.2, the Buyer is informed that, as the products purchased originate from abroad, it is possible that additional taxes and costs, which may arise between order confirmation and delivery and which cannot be anticipated, may apply and be payable. The Vendor undertakes to use its best endeavours to include these in the starting price as soon as possible, but the Buyer is aware that all charges and taxes payable in respect of the purchase of products cannot always be anticipated, and accepts this principle.

Article 4 – Payment

4.1. All orders require the payment of a 50% deposit at the time of order, the balance to be paid no later than 7 days before the agreed delivery date.

4.2 All payments are to be made by bank transfer to the Vendor’s account, details of which appear on his invoices.

4.3. The Vendor shall be entitled to withhold delivery in the event of non-payment of the full price of the order.

4.4. Any delay in payment will automatically result in the application of a flat-rate penalty of €40, in addition to the application of interest calculated at the legal rate plus 5 points until full payment.

4.5. All collection costs incurred by the Seller shall be payable by the Buyer.

Article 5 – Transport and delivery

5.1. If delivery is delayed due to the Buyer’s fault and the Vendor is obliged to store the goods, the storage costs will be payable by the Buyer.

5.2. Goods sold may be taken away or delivered. They are said to be “taken away” when the Buyer personally ensures their transport.

5.3. Delivery is made :

§ either by direct handover of the goods to the Buyer ;

§ or by delivery of the goods to the place indicated by the Buyer on the order form, in accordance with the conditions agreed between the Buyer and the Seller.

5.4. The delivery time indicated when the order is placed is given as an indication only and is in no way guaranteed. Consequently, any reasonable delay in the delivery of products shall not entitle the Buyer to claim damages or to cancel the order.

5.5. The risk of transport is borne entirely by the Buyer.

5.6. In the event of missing or damaged goods in transit, the Buyer must make all necessary reservations on the order form upon receipt of said goods. These reservations must also be confirmed in writing

within five days of delivery, by registered letter with acknowledgement of receipt addressed to the Vendor.

5.7. In addition, should delivery be prevented or delayed as a result of force majeure or any other cause beyond the Seller’s total or partial control, such as a strike by its personnel, a strike by suppliers, a strike by transporters, a lack of supplies, an accident, regulatory or administrative difficulties, etc., delivery times will be extended accordingly. The Vendor and the Buyer may, however, respectively cancel the order or part of the order affected by the said case of force majeure, if the duration of the latter exceeds sixty days.

Article 6 – Retention of title and transfer of risk

The Vendor retains ownership of the goods sold until full payment of the price, in principal and in accessories. In this respect, if the Buyer is the subject of receivership or liquidation proceedings, the Vendor reserves the right to reclaim, within the framework of the receivership proceedings, any goods sold and remaining unpaid.

The risks are transferred to the Buyer from the moment the goods are taken away by the Buyer or the carrier.

Article 7 – Warranty

7.1. All the Vendor’s products are manufactured under close supervision. The Vendor will make every effort to ensure that the Products conform in all respects to the essential characteristics specified in the order. Nevertheless, by their very nature and due to the manual manufacturing technique used, the Products delivered may include differences in weave, color or pattern. All carpet textures will vary in shade. Carpet sizes quoted are approximate. Differences in color or shade, within manufacturing tolerances, may occur between samples and Products. All such differences, which in most cases will be minor and which by definition are beyond the control of the Vendor, shall not give rise to liability on the part of the Vendor for any breach of its obligation to provide pre-contractual information and/or to perform the contract properly, and shall not, on any grounds whatsoever and subject to applicable law, justify cancellation of the order, the award of damages, a reduction in price or the return of the Products ordered.

7.2. Carpets and rugs will normally have some threads “sticking out”. This is not a manufacturing defect. Such threads should be cut at the surface and not pulled.

7.3. The Seller’s warranty applies to Products installed in accordance with the carpet installation standards of the Carpet and Rug Institute (CRI, https://carpet-rug.org), as well as the Seller’s installation instructions given to the Buyer upon delivery. It does not apply to damage resulting from improper installation by the Buyer or a person commissioned by the Buyer, such as, but not limited to, moisture damage due to inadequate dirt-repellent carpet.

7.4. The Seller’s warranty applies to Products maintained in accordance with CRI’s Green Label and Seal of Approval programs. Approved maintenance products and equipment are listed on the CRI website www.carpet-rug.org, which the Buyer acknowledges having read. This warranty therefore does not apply to damage resulting from maintenance and cleaning practices contrary to these good practices.

7.5. The Seller’s warranty applies to Products subject to normal conditions of use. It does not cover normal wear and tear or damage caused by unusual use or events, such as, but not limited to, sporting use, repeated wear and tear due to wheelchairs, or flooding. Nor does it apply to damage caused by foot traffic, resulting in wear and tear, particularly but not exclusively, on stairs or entrances. For maintenance and servicing, the Vendor may provide the Purchaser with the contact details of professional companies.

7.6. The warranty contained in the present article is exclusive of all other warranties, without prejudice to legal warranties such as those referred to in article 1641 of the French Civil Code, from which the Buyer benefits.

Article 8 – Non-waiver

The Vendor’s failure to invoke against the Buyer any of the specific clauses of the order or of these GTC shall not be construed as a tacit waiver of the benefit of said clauses or conditions.

Article 9 – Agreement of the parties

The information given on order confirmations and the present GTC constitute the entire agreement between the parties and supersede any other proposal and/or written or verbal agreement that may have been formulated and/or made previously, no other document having contractual value.

Article 10 – Protection of personal data

10.1. In accordance with the French Data Protection Act of January 6, 1978, as amended, and the General Data Protection Regulation (RGPD) of April 27, 2016, the Seller, in its capacity as data controller, is required to collect a certain amount of nominative personal data from its Buyers.

10.2. This data is intended for the Vendor’s internal departments and may be communicated to service providers duly authorized by the Vendor or to any administrative or judicial authority that so requests. This data will only be used for commercial prospecting purposes by SMS and/or e-mail on the part of the Vendor and/or the Vendor’s partners with the express agreement of the Buyer.

10.3. The Buyer has the right to access, rectify, oppose and communicate information and data held by the Seller. The Buyer also has the right to data portability, the right to limit processing, the right to define directives concerning the fate of his/her personal data after his/her death, the right to have his/her personal data transmitted in a structured format, and the right to lodge a complaint with a supervisory authority (for more information concerning the exercise of these rights: https://www.cnil.fr/fr/comprendre-vos-droits). The Buyer may exercise these rights by writing to the following address: 55 Cloud, 78 rue de la Croix Nivert, 75015 Paris. The Buyer may also register free of charge on the opposition to telephone canvassing list at www.bloctel.gouv.fr.

10.4 This data will be kept for as long as is necessary for the sales contract and the application of the resulting guarantees.

Article 11 – Jurisdiction

11.1. Any dispute relating to the interpretation and execution of these terms and conditions of sale shall be governed by French law.

11.2. Failing amicable settlement, the dispute will be referred to the Paris Commercial Court.