Terms and conditions of sale dated 15/12/2025

TERMS AND CONDITIONS OF SALE (B2B) OF THE COMPANY LA COOL REPUBLIQUE

General provisions

The company La Cool Republique is a simplified joint-stock company (société par actions simplifiée, SAS), with a share capital of 20,000 EUR, registered with the Paris Trade and Companies Register (RCS) under number 994480093, whose registered office is located at 23 rue Nollet - 75017 Paris (France). Its intra-Community VAT number is FR FR39994480093

The company La Cool Republique specialises in particular in the sale of furniture (indoor and outdoor) and design decoration, intended for professional customers.

The products offered for sale by the company La Cool Republique are described in greater detail on the The Cool Republic website (accessible at www.thecoolrepublic.com), of which it is the owner and publisher.

Definitions

In these terms and conditions of sale, words or expressions beginning with a capital letter shall have the following meaning:

Customer: means any customer who purchases a Product from the Company, in the course of its professional activity, under the conditions described herein.

Terms and Conditions of Sale: means this document and its possible appendices.

Contract: the whole composed of these Terms and Conditions of Sale and of the Quotation accepted by the Customer, under the conditions described herein.

Quotation: means the document drawn up by the Company and accepted by the Customer after any negotiations between the Parties, including in particular the details of the Product(s) purchased by the Customer, as well as its/their cost, the payment terms and any specific provisions applicable to the contractual relationship between the Parties.

Party(ies): means individually the Company or a Customer and collectively the Company and a Customer.

Product(s): means all the lines of furniture (indoor and outdoor) and design decoration offered for sale by the Company to its Customers by quotation.

Site: means the website www.thecoolrepublic.com of which the Company is the owner and publisher.

Company: means the company La Cool Republique.

Purpose

The purpose of these Terms and Conditions of Sale is in particular to set out their scope of application, as well as the conditions of their acceptance.

They also set out the conditions under which the Products are ordered by the Company's Customers.

They further specify the prices and payment terms of these Products, as well as the conditions of their delivery and return.

They lastly specify the warranties granted to the Company's Customers with respect to these Products, as well as the warranty and liability exclusions.

Scope of application

These Terms and Conditions of Sale apply as of right to the contractual relationship between the Parties.

Acceptance of the Terms and Conditions of Sale

Any placing of an order for Products presupposes that the Company has previously made these Terms and Conditions of Sale available to its Customers, as provided for by the provisions of article L. 441-6 of the French Commercial Code.

Contractual documents

The Company's Customers acknowledge that the commercial relationship between the Parties, including in particular the sale of Products, is exclusively governed by the Contract concluded between them, at the time of the Customer's acceptance of the Company's Quotation.

The Contract is composed of the following contractual documents: - the Company's Quotation, in its version validated between the Parties and accepted by the Customer. The Company's Quotation is deemed accepted by the Customer on the day of the Company's receipt of a copy of the Quotation signed by the said Customer, at the email address [email protected] ; - these Terms and Conditions of Sale. Any order for Products implies the Customers' prior express and unreserved acceptance of these Terms and Conditions of Sale. These Terms and Conditions of Sale are deemed accepted by the Customer on the day of the Company's receipt of a copy initialled and signed by the said Customer, at the email address: [email protected] ;

In the event that a Customer wishes to order new Products and the Terms and Conditions of Sale have not been modified since their last acceptance, it will not be necessary for the Customer to accept the said Terms and Conditions of Sale again.

Furthermore, these Terms and Conditions of Sale are applicable notwithstanding any contrary stipulation appearing in the documents issued by the Customer.

Finally, these Terms and Conditions of Sale are applicable subject to any contrary stipulation appearing in the Company's Quotation, in its version validated between the Parties and accepted by the Customer, or in any amendments to that Quotation, signed by both Parties.

Products

The Company specialises in particular in the sale of furniture (indoor and outdoor) and design decoration, intended for professional customers.

The products offered for sale by the company La Cool Republique are described in greater detail on the The Cool Republic website (accessible at www.thecoolrepublic.com), of which it is the owner and publisher.

Quotation and conclusion of the Contract

8.1. Requests for quotations are made to the Company in particular by email or by telephone.

Various exchanges may then take place between the Company and its Customers, so that the Company can propose a Quotation as close as possible to their expectations, which may then be subject to discussions between the Parties.

The Company's Quotations are valid for fifteen (15) days, for reasons of Product availability.

The Contract is concluded between the Parties at the time of the Company's receipt of the Customer's acceptance of the Quotation, under the conditions defined in Article 6 hereof.

8.2. Final acceptance of an order for Product(s) by the Company results from its receipt of the corresponding payment and from the automatic sending to the Customer of a resulting confirmation email (to the email address that it will have previously indicated to the Company), unless specific conditions of sale are applicable between the Parties.

Any order accepted by the Company, under the conditions provided for in the preceding clause, is deemed firm, final and irrevocable.

Consequently, any request to modify the Customer's order as from this acceptance and before the dispatch of the Products may not be taken into account by the Company, unless expressly accepted in writing by the latter.

Where applicable, the Company will send to the Customer (to the email address that it will have previously indicated to the Company): - an amendment to the Customer's Quotation; - a new order confirmation, after receipt of the payment corresponding to the requested modification.

8.3. Order invoices are sent to the Customer by email (to the email address that it will have previously indicated to the Company), after delivery of the corresponding Products.

8.4. The reservation of Products is not accepted by the Company, unless specific conditions of sale are applicable between the Parties.

Delivery of the Products

9.1. Time frame: For Products in stock, orders are delivered to Customers within a time frame of twenty-one (21) working days, as from the date of their acceptance by the Company, under the conditions defined in Article 8 hereof.

For Products that are not in stock, the time frame varies according to the Product ordered and the desired characteristics.

In any event, delivery time frames are always specified to Customers, as from the date of acceptance of the relevant orders by the Company, under the conditions defined in Article 8 hereof.

The risks of the ordered Products are borne by the Customer as from the said delivery.

The exceeding of delivery time frames may not give rise to any withholding or indemnity.

However, a Customer not delivered within the delivery time frames indicated in the Quotation may cancel all or part of its order, after formal notice by registered letter with acknowledgement of receipt sent to the Company having remained without effect, within a time frame of twenty-one (21) days as from its receipt.

Moreover, the Customer is informed that for Products made to order, no cancellation request may be accepted by the Company in the event of a delay in delivery.

Furthermore, delivery time frames are suspended as of right by any event beyond the Company's control having the consequence of delaying delivery.

In any event, delivery within the indicated time frames can only take place if the Customer is up to date with all its obligations towards the Company, in particular in terms of payment.

9.2 Terms: Depending on the Products ordered, these are delivered to Customers by Colissimo, DPD or by a carrier specialising in parcel delivery, within the time frames indicated to them on the summary pages of their orders.

Colissimo: Colissimo parcels have a tracking number sent by La Poste. The Customer can track its order with its tracking number, at www.laposte.fr/outils/suivre-vos-envois. Colissimo parcels are offered "with" or "without signature", depending on the amount of the order.

DPD: DPD deliveries are scheduled using the Predict service. The Predict service allows in particular an interactive choice of dates and time slots (by SMS or via "the DPD recipient area"), complete and detailed tracking of the parcel delivery available 24/7 at www.dpd.fr, as well as a reminder by SMS on the day of delivery.

Specialised Carrier: Depending on the Products ordered, transport is managed directly by the Company or by the supplier of the said Products.

9.3 Delivery area: The Company is able to deliver in mainland France and Corsica, Germany, Austria, Belgium, Denmark, Spain, Greece, Italy, Luxembourg, the Netherlands, Portugal, as well as Switzerland.

9.4 Place: The ordered Products are delivered by the Company, under the aforementioned conditions, to the delivery address indicated by the Customer when placing its order, under the conditions defined in Article 8 hereof.

The Company is not required to accept any change to this delivery address requested by the Customer after placing its order, under the conditions defined in Article 8 hereof. Where applicable, the Customer is informed that any additional costs related to a modification of this delivery address, accepted by the Company, will be re-invoiced to it.

Transfer of the Risks in the Products

The risks in the Products ordered are borne by the Customer as from their receipt, under the conditions set out in Article 11 hereof.

Receipt of the Products

11.1. The Customer takes receipt of the Products ordered at the delivery address indicated by the Customer when placing their order, under the conditions set out in Article 8 hereof.

11.2. Upon receipt of any order, the Customer must check that the Products delivered conform to the Products ordered and that there is no apparent defect. In the event of an apparent defect or of non-conformity of the Products delivered, the Customer must notify the Company on the same day, by email to the address [email protected].

The Customer must provide all evidence as to the existence of the non-conformities and apparent defects noted.

If no claim or reservation is made in this respect by the Customer on the day of receipt of the Products, the said Products may no longer be taken back or exchanged, pursuant to the provisions of articles 1604 and 1642 of the French Civil Code.

Furthermore, in the event of an apparent defect or established non-conformity of the Products delivered with the Products ordered, noted by the Customer on the day of receipt under the aforementioned conditions, the Company undertakes to replace the Products delivered with Products identical or similar to those ordered (Products affected by an apparent defect or a non-conformity may under no circumstances give rise to either a refund or a reduction in their sale price). The costs incurred by the taking back of the Products delivered and the delivery of the new Products are borne exclusively by the Company.

11.3. In accordance with the provisions of article L. 133-3 of the French Commercial Code, in the event of damage to or partial loss of the Products ordered during transport, the Customer shall notify the Company and the carrier, by extrajudicial document or by registered letter with acknowledgement of receipt, at the latest within three (3) days, not including public holidays, as from their date of receipt.

If no claim or reservation is made in this respect under the aforementioned conditions, the said Products may no longer be taken back or exchanged by the Company and no recourse may be exercised against the carrier.

Returns of the Products

Returns of Products to the Company are not permitted, for any reason whatsoever, subject to (i) the specific conditions provided for in Article 11 hereof and (ii) the statutory warranty against hidden defects provided for in article 1641 of the French Civil Code, as set out in Article 17 hereof.

Place of performance of the Services

The Services are performed at the Customer's address, as indicated in the Company's Quotation, as accepted by the Customer under the conditions set out in Article 6 hereof, unless otherwise agreed in writing between the Parties.

Price and payment

14.1 Price: The prices of the Products are those set out in the Company's price list, communicated by the Company to the Customer prior to the placing of any order, unless particular conditions of sale are applicable between the Parties.

The prices of the Products offered by the Company are fixed, firm and final as from the date on which the Customer places their order, under the conditions set out in Article 8 hereof.

These prices are stated in euros, exclusive of taxes and inclusive of packaging.

These prices are stated exclusive of transport costs (for any delivery and in the event of a return); such costs being borne by the Customer, subject to (i) the specific provisions of Articles 11 and 17 hereof and (ii) any particular conditions of sale applicable between the Parties.

The Products are paid for in accordance with Article 14.2 hereof.

The Company reserves the right to modify the prices of the Products in its price list at any time, unless particular conditions of sale are applicable between the Parties.

14.2 Payment by the Customer: Payments for the Products and any related transport costs are made by bank transfer (to the Company's account, the details of which are communicated to the Customer in particular after validation of their order) or by cheque.

Payments for the Products are made on the basis of the Quotations approved between the Parties, under the conditions set out in Article 5 hereof, unless particular conditions of sale are applicable between the Parties.

Accordingly, where it is agreed between the Parties that payment will be made after invoicing of the Products, within the time limits they have agreed, any late payment shall entail the application, automatically and without prior formal notice, of late-payment interest calculated on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 percentage points per year, as from that date and until payment in full, unless particular conditions of sale are applicable between the Parties, together with a fixed indemnity of EUR 40 for recovery costs, in accordance with the provisions of article L. 441-6-I of the French Commercial Code.

Term

The Contract takes effect on the date on which the Company receives the Customer's acceptance of the contractual documents, namely the Quotation and these Terms and Conditions of Sale, under the conditions defined in Article 6 hereof.

The Contract ends as from the delivery of the Product(s) ordered.

In any event, the Contract ends only subject to the full payment of the Products by the Customers.

Retention of title to the Products

16.1. The Company retains full ownership of the Products purchased until the Customer has fulfilled all of its obligations and in particular until full payment of the price.

Accordingly, in the absence of any payment of the price on its due date, under the conditions provided for in Article 14.2 hereof, the Company may reclaim the Products by any means and terminate the sale, and the Customer must return the unpaid Products at its own cost, risk and peril.

Furthermore, as cheques are considered to be payment only as from their actual collection, the retention of title clause retains its full effect until that date.

16.2. The Customer must oppose, by any legal means, the claims that third parties may assert over the goods sold by way of seizure, confiscation or equivalent proceedings.

In addition, the Customer shall immediately inform the Company of any event likely to affect the implementation of this retention of title clause.

16.3. The Company's repossession of the Products does not preclude other legal proceedings that the Company may bring.

In any event, the Company may exercise its right of claim over the resale price of the unpaid Products already sold by the Customer.

Legal warranty against hidden defects

In accordance with the provisions of article 1641 of the French Civil Code, the Products sold are covered by the legal warranty against hidden defects.

More specifically, the hidden defects in respect of which the warranty may be invoked must exist at the time of the transfer of risk, under the conditions defined in Article 10 hereof.

The Customer must provide all evidence as to the existence of the defects noted prior to the transfer of risk.

Furthermore, no action under the warranty against hidden defects may be brought by the Customer more than thirty (30) days after receipt of the Products concerned. It is expressly agreed between the Parties that, after the expiry of this period, the Customer may neither invoke the warranty against hidden defects in the Products in an attempt to hold the Company liable, nor raise it by way of counterclaim in connection with an action brought against the Customer by the Company for non-performance of the contract of sale.

Accordingly, in the event of a proven hidden defect, noted by the Customer under the aforementioned conditions, the Company undertakes to replace the Products delivered with Products identical or similar to those ordered (Products affected by a hidden defect existing prior to the transfer of risk may under no circumstances give rise to either a refund or a reduction in their sale price). The costs incurred by the taking back of the Products delivered and the delivery of the new Products are borne exclusively by the Company.

Warranty and/or liability exclusions

No warranty, whether legal or contractual, covers any defects affecting the Products or their characteristics, or the direct and indirect damage suffered by the Customer or by third parties as a result of the abnormal use of the said Products which does not comply with the use for which they are normally intended.

Furthermore, the Company may not be held liable, on the basis of liability for defective products under articles 1245 et seq. of the French Civil Code, for damage caused to goods which are not used by the victim for the use for which they are intended.

Amendment of the Terms and Conditions of Sale

The applicable Terms and Conditions of Sale are those in force on the date on which the order is validated by the Company. However, the Company may amend these terms at any time, without notice, subject to informing its Customers by email as soon as such amendments come into force, save for any specific conditions of sale applicable between the Parties.

The Company will update the Terms and Conditions of Sale by indicating the date of the last update at the top right of these terms.

Liability

The Company may only be held liable for direct damage caused by its fault, proof of which must be provided by the Customer. Compensation for the loss suffered by the Customer may not exceed the amount owed by the Customer in respect of the Products concerned.

The Company may not be held liable for any indirect damage suffered by its Customers.

In accordance with the provisions of article 2254 of the French Civil Code, any legal action by a Customer against the Company is time-barred upon the expiry of a period of one year running from the date on which the Customer concerned became aware, or is presumed to have become aware, of the damaging event.

Force majeure

In the event of the occurrence of a force majeure event within the meaning of article 1218 of the French Civil Code, including, but not limited to, unforeseeable events such as strikes, work stoppages, industrial unrest, factory closures, floods, fires, production or transport failures not attributable to its own act, supply shortages, wars, riots, insurrections, and more generally any circumstance or event preventing the Company from properly performing its obligations, the Company will not be held liable, provided that it has immediately informed the Customer and has taken all necessary measures to limit the effects thereof. In the event that the effects of a force majeure event continue beyond ninety (90) days, the Customer may terminate the Contract by registered letter with acknowledgement of receipt, sent to the Company at 72, Rue des Martyrs – 75009 Paris (France).

Personal data

In connection with the performance hereof, the Company will be required to process personal data, within the meaning of amended Law no. 78-17 of 6 January 1978 (hereinafter referred to as the "Data"). In this context, the Company undertakes to: - not use the Data for purposes other than those necessary for the implementation hereof and to make no copy of the Data otherwise than strictly within the scope of the performance hereof; - comply with the principle of relevance and proportionality of the personal data processed and, consequently, to collect/process only the Data strictly necessary for the performance hereof; - carry out no transfer of the Data to States not belonging to the European Economic Area, within the meaning of articles 68 et seq. of amended Law no. 78-17 of 6 January 1978, without the prior written consent of the Company.

The Company undertakes to process the Data with the strictest confidentiality. The Company manages, within the scope of its responsibilities, the internal organisation of its business and defines the logical, physical and organisational measures capable of meeting the requirements for protecting the Data against any unauthorised access, misappropriation, fraudulent use or loss.

These obligations of confidentiality and security of the Data remain valid after the end of the Contract for as long as the Company continues to store the Data or to access it.

These obligations will only end on the day on which the Company ceases to access and/or store the Data.

Miscellaneous

23.1 Waiver: The fact that the Company does not avail itself, at a given time, of any of the provisions hereof may not be interpreted as a waiver by the latter of its right to avail itself subsequently of any of the said provisions.

23.2 Validity / severability: The nullity, unenforceability, or more generally, the absence of effect of any of the stipulations of the Terms and Conditions of Sale will not affect the other stipulations, which will remain perfectly valid and binding.

Applicable law and competent jurisdiction

The Terms and Conditions of Sale are governed by French law. Any dispute relating hereto will fall within the exclusive jurisdiction of the Paris Commercial Court (Tribunal de Commerce Paris).

Election of domicile

The Company elects domicile at 4 rue Drouot – 75009 Paris (France).

French and foreign versions

These terms and conditions of sale are drafted in French. In the event of any contradiction or misinterpretation, they shall prevail over any other version drafted in another language at the Customer's request.

Election of domicile

For the performance of the Contract and its consequences, the Parties respectively elect domicile at their respective registered offices, as indicated in the Quotation validated between the Parties and accepted by the Customer, under the conditions set out in Article 6 hereof. Any change to the address of the registered office of either Party shall be enforceable against the other Party only eight (8) days after it has been duly notified to it.