Terms and conditions

These General Terms and Conditions of Sale, which include 19 articles, apply to contracts for the sale of STREET MARKETING and billboard services in general carried out by KO’LEUR. The General Terms and Conditions of Sale applying to printing services are the subject of a separate document.

Article 1: Definitions

In the context of these General Conditions of Sale, the terms beginning with a capital letter will have the following meaning only: Display: Refers to any Display service for advertising campaigns for brands, brands, services and products marketed and other(s) carried out by KO’LEUR on behalf of Advertisers or their agents. Advertiser: Refers to natural or legal persons (companies, associations, administrations, public and/or semi-public establishments and other entities) advertising by Display for brands, brands, services or products, or carrying out communication campaigns. Agent: Refers to legal persons (or companies of the Agent’s group whose capital is majority-owned by the same parent entity and excluding companies under agents), acting in the name and on behalf of an Advertiser and duly authorized in under a written and signed mandate contract. Location(s): Refers to the location(s) relating to the Display as agreed between the Parties. Display order: Means Display requests entrusted to KO’LEUR in accordance with validated purchase orders, accepted quotes or any contractual document binding the Parties.

Article 2: General provisions

2.1- The Advertiser benefits from the provisions of these General Conditions of Sale only in his personal name. He may only use them for himself, his products, his services or the items sold under his brand and named on the Display and/or Distribution request. The Display services provided by KO’LEUR are not governed by Law No. 93-122 of January 29, 1993, even if they are provided directly by an Advertiser or through its Agent under a contract written mandate. 2.2- Any signing of an order or a Display request by the Advertiser or his Agent duly authorized in writing, acting in his name and on his behalf, implies full and unreserved acceptance of these General Terms and Conditions of Sale notwithstanding the conditions appearing in particular in the general conditions of purchase, purchase orders and/or any other document issued by the Customer.

Article 3: Reminder of the regulations

3.1- For the durations and dates agreed as described on the Display order, KO’LEUR undertakes, according to the agreement of the Parties, to display at the Locations the materials communicated to it by the Advertiser or its agent. 3.2- With regard to Display Locations, the Advertiser or its Agent acknowledges that prior to any commitment with KO’LEUR, it has been informed that Display on the public highway, for advertising purposes in particular, is regulated in France essentially by law no. 79-1150 of December 29, 1979, relating to advertising, signs and pre-signs, which is integrated into the Environmental Code. The useful provisions of which the Advertiser or its Agent is aware before any contractual commitment can be found more particularly in articles L.581 et seq. of the Environmental Code. 3.3- The Advertiser or its Agent acknowledges that it has read the applicable legislation and is aware of the regulations limiting if not prohibiting so-called wild advertising. KO’LEUR intends to recall that the legislation provides for an administrative and penal system to repress wild posting in cities, whether advertising or commercial and whatever the content, provided that it is not located in a restricted advertising zone provided for by the regulations. In the absence of a prior declaration, Article L. 581-29 of the Environment Code empowers the mayor or the prefect to proceed ex officio to the immediate removal of this advertisement, subject, in the case where it is on private property, at the request of the owner or with his prior information. The costs of automatic execution are borne by the person who affixed or had this advertisement affixed, or if this person is unknown, by the person for whom the advertisement was produced. In addition to the possible application of a fine of 200 euros, an administrative fine of 1,500 euros under Article L. 581-26 of the Environment Code is applicable in the absence of prior declaration. To these police measures and administrative sanctions, the Environment Code adds criminal sanctions, the implementation of which is left to the discretion of the public prosecutor, in view of the reports drawn up by authorized agents. Finally, Article L. 581-34 of the Environmental Code imposes a criminal fine of 7,500 euros on wild posting in prohibited places, as well as the absence of declaration or even prior authorization. Under the terms of this article, the criminal fine is applicable as many times as there is advertising in violation. These texts are recalled here in a non-exhaustive manner and it is up to the Advertiser to refer to the Code as well as to the legal and regulatory measures which may modify or clarify the provisions.

Article 4 : Matériels affichés – Responsabilité

4.1- The visuals, texts, advertisements and materials, subject of Billboard campaigns are distributed under the sole responsibility of the Advertiser or the Agent. These must comply with the regulations in force in France. 4.2- KO’LEUR reserves the right to refuse any advertising action that would be contrary to Ethics and/or Morality and which overall would undermine public order, morality and/or good behavior. In the same way, Poster campaigns that are likely to provoke reactions and/or protests from merchants or third parties may be refused, without KO’LEUR having to explain the reason(s). A refusal under these conditions can never be considered as a refusal to sell. 4.3- The Advertiser or its Agent guarantees that it has all the rights necessary for the Display of said materials for the materials transmitted for Display and guarantees for KO’LEUR all claims and/or condemnations whatever whatever the reasons in this regard. In this context, the responsibility of KO’LEUR cannot be sought, in any capacity whatsoever. In the event of legal proceedings, the Advertiser or its Agent will be required to indemnify KO’LEUR against any condemnation that may be pronounced against it. In addition, and in the event of legal proceedings, KO’LEUR reserves the right to ask the Advertiser or its Agent for damages for the damage suffered. 4.4- KO’LEUR is not responsible for the results of the Billboard campaign. As such, it cannot be asked to compensate for a loss of profits or a loss of earnings. The exclusion of liability does not apply if KO’LEUR has neglected an essential contractual duty. KO’LEUR’s obligation to compensate in this case is however limited to the typical and foreseeable damage provided for by the contract within the limits of the total price invoiced to the Contract. 4.5- All materials given to KO’LEUR Display are treated with care. KO’LEUR cannot be held responsible, in the event of damage or loss of these, up to their sole material value. Further claims are excluded.

Article 5: Places of services

5.1- The Display Locations, in number as well as in quality and location, depend on the authorizations obtained by the Advertiser or its Representative, the freedoms granted by the municipal and/or prefectural authorities (in the context of festivals in particular) and the conditions of accessibility of the places chosen according to the dates of the agreed services. In the absence of a private and/or reserved Display location, the Locations are defined in agreement with the Advertiser or its Agent by Display zone(s) as well as by the number of materials to be displayed within the perimeter of the or agreed area(s). No fixed location is guaranteed as such. 5.2- KO’LEUR undertakes to implement all the means at its disposal to achieve a Display corresponding as closely as possible to the requests and wishes of the Advertiser as materialized in the Display Order. In the event of the use by a third party or the inaccessibility of Locations previously considered, KO’LEUR undertakes to make every effort to find, in the agreed area(s), Substitute locations to ensure an equivalent distribution in number and quality of the material entrusted. 5.3- As part of the performance of its contractual obligations, KO’LEUR reserves the right to remove or move one or more posters, particularly in the event that the advertising is contrary to the legitimate interests of traders and/or residents and this, without reduction in the price of the Display. 5.4- If the material relating to the Display had to be deposited in whole or in part because of the advertisement itself or the Display (following in particular the application of local regulations or an injunction from the competent authorities) then, the price of the Poster campaign would be required in its entirety. The additional intervention of removing and/or stopping the Display would be invoiced in addition to the Advertiser or the Agent up to 30% of the amount of the Display order.

Article 6: Approval of materials

6.1- The Advertiser or its Representative must present to KO’LEUR, for approval at least 15 days before execution of the Display and/or Distribution, a model or a prototype containing the text, shape, colors, graphics, acronyms and drawings of the final publicity envisaged. In accordance with Article 3, KO’LEUR reserves the right to refuse the model or to require the modifications that the Representative or the Advertiser undertakes to carry out at its own expense. The final material, as accepted by KO’LEUR, must be delivered to the latter, according to the terms provided for in the accepted estimate or order form and in any event within a reasonable time allowing the Display to be produced. 6.2- If the Advertiser or the Agent does not submit the documents, elements, materials or devices necessary for the proper execution of the Display within the set deadlines or if these do not comply with the information on the order form and the estimate accepted, the Advertiser or its Representative shall remain liable for payment of all of the Display mentioned on the voucher and/or accepted estimate. In addition, KO’LEUR cannot under these conditions be held responsible for the poor performance of the Display service. 6.3- The above deadlines may be adjusted by agreement between the Parties.

Article 7: Materialization of the request for benefits

The Display Order must be materialized: • Either by an order form signed by both Parties. • Either by a dated and signed document, issued by the Advertiser or its Agent who has adhered to these general conditions of sale; • Either by an estimate from KO’LEUR, signed by both Parties. This purchase order, document or estimate will clearly indicate: • The name of the Advertiser to whom the invoice must be addressed; • If applicable, the name of the Advertiser on whose behalf the campaign is run; • The precise nature, the place(s) of the services requested and the dates of their execution. To validly lead to the conclusion of a contract binding the Parties: • the purchase order must be signed by all Parties; • or the document issued by the Advertiser or its Agent must be validated and signed by KO’LEUR; • or the estimate must be accepted and signed by the Advertiser or its Representative.

Article 8: Modification, cancellation and/or postponement of services

8.1- Apart from cases of force majeure, the modifications, postponement or cancellation of a Display Order by the Advertiser and/or the Agent, will give rise to the payment of compensation equal to 100% of the amount of the planned order of Display if the cancellation occurs less than one week before the start date of the services as agreed between the Parties, 50% if it occurs within a period of more than two weeks before the start date of the services services as agreed between the Parties. 8.2- No Poster campaign, of whatever nature and for whatever reason, may be canceled within less than 1 working day of the start date of the Poster services agreed between the Parties. , the entire logistical system being then put in place and KO’LEUR finding it impossible to go back. If, however, this were the case, KO’LEUR cannot be held responsible for the consequences of the Display of such a campaign. In such a case, if the Advertiser and/or the Agent were under the obligation to have the said Poster campaign deposited, the additional intervention of depositing and/or stopping the Display would be invoiced to the Advertiser or to the Agent up to 30% of the amount of the Display order.

Article 9: Force majeure and similar

9.1- In the event of force majeure, fortuitous events, strikes of any kind, atmospheric conditions, social, political or civil unrest, local demonstrations, etc., making it impossible to perform the Posting on the day(s) ( s) provided for in the order of Display, the day of the start of the Display of the campaign will be postponed with the agreement of the Advertiser or the Agent, to the extent of the availability of the production schedule or installation of KO’LEUR; the reduction in the quantity of Displays or the retention time, then resulting in the reduction of the amount of the Display order in proportion to the quantity carried out or prorata temporis. 9.2- If for any reason beyond the control of KO’LEUR, part or all of the Display or locations should be removed, the price of the Display will be calculated pro rata temporis or pro rata the quantities of the Displays made and no compensation may be claimed from KO’LEUR in this regard.

Section 10: Competition

Posters of competing or similar products may appear on adjoining or side-by-side locations or faces. KO’LEUR will however endeavor as far as possible to separate them visually.

Article 9: Force majeure and similar

9.1- In the event of force majeure, fortuitous events, strikes of any kind, atmospheric conditions, social, political or civil unrest, local demonstrations, etc., making it impossible to perform the Posting on the day(s) ( s) provided for in the order of Display, the day of the start of the Display of the campaign will be postponed with the agreement of the Advertiser or the Agent, to the extent of the availability of the production schedule or installation of KO’LEUR; the reduction in the quantity of Displays or the retention time, then resulting in the reduction of the amount of the Display order in proportion to the quantity carried out or prorata temporis. 9.2- If for any reason beyond the control of KO’LEUR, part or all of the Display or locations should be removed, the price of the Display will be calculated pro rata temporis or pro rata the quantities of the Displays made and no compensation may be claimed from KO’LEUR in this regard.

Article 11: Duration and tolerance

KO’LEUR carries out the Poster operations from the start date of the services as agreed between the Parties but has no obligation to ensure that each poster is kept in its location for a certain period of time. KO’LEUR’s contractual commitment consists in guaranteeing the Advertiser or its Agent, and this whatever the normal circumstances of execution, a minimum of installation and/or Distribution within the contractual period equivalent to 95% of the equipment entrusted by the Advertiser or its Agent. The 5% tolerance duly noted corresponding to the negative pass inherent in the normal hazards of the activity (atmospheric conditions damaging certain materials, inaccessible Display locations, etc.). Therefore, no complaint from the Advertiser or its Agent can be recognized as admissible for a campaign that would have at least 95% of materials displayed and/or distributed. Similarly, KO’LEUR cannot invoice the Advertiser or its Agent for a campaign supplement for the positive pass actually displayed and/or distributed.

Article 12: Control

12.1- A contradictory check of the voucher can be carried out jointly by the Advertiser or the Representative and KO’LEUR. 12.2- The lack of Display defined in accordance with the provisions of these General Terms and Conditions will give right, where applicable, to compensation without the anomalies identified being able to entail a partial deduction on the part of the Advertiser or the Agent; a delay in payment of the order, partial or total termination of the order or a claim for damages. 12.3- Any anomaly brought to light by a check and which would result from non-compliance by the Advertiser or the Agent with the provisions provided for him in these General Terms and Conditions of Sale, cannot give rise to any claim or compensation.

Article 13: Reproduction

The Advertiser authorizes KO’LEUR to quote it and to reproduce and/or represent, for documentary and/or marketing purposes, its logos, products, posters and/or brands on any printing product as well as on any digital medium. used for the advertising of KO’LEUR or its websites and to carry out any study or survey making it possible to calculate the impact of the Display.

Article 14: Invoices and payment(s) of the price

14.1- Except for special provisions provided for and mentioned in the invoices, the amount of the invoices is always payable at the head office of KO’LEUR (KO’LEUR does not waive this right when it draws up a draft on the buyer). KO’LEUR has the sole quality to collect the amount of the invoices it has drawn up. 14.2- KO’LEUR’s services are provided under the pricing and tax conditions in force on the day the Display order is signed by the Advertiser or the Representative. 14.3- The rates are established excluding taxes and VAT will be added at the rate in force as well as any new tax or tax that may become applicable at the expense of the Advertiser or the Agent. 14.4- Are invoiced in addition to the contractual services agreed between the Parties, the costs occasioned by specific requests which would be formulated after the Display or Distribution Order at the initiative of the Advertiser or the Agent, including in particular but not exclusively the recovery of posters, the addition or change of materials in storage, the costs related to special operations, as well as the costs caused by the delay in delivery of the materials. 14.5- The execution of an order at an agreed price for specific reasons does not oblige KO’LEUR to execute subsequent orders under the same conditions. 14.6- Invoices are issued in the name of the Advertiser or the Representative depending on the order. In the event that the Advertiser uses an Agent, the invoice will mention, where applicable and according to the indications given on the certificate of the mandate, that the Advertiser is represented by this Agent. 14.7- Given the number of possibilities for customizing the services, the retail prices of the various services available do not appear in these General Terms and Conditions of Sale. As our website is not an e-commerce site, an Estimate or Order Form is established prior to each of the orders that the potential Buyer would like to place with KO’LEUR, the Estimate and the Order Form expressly mentioning the retail price of the items and services chosen (see Article 2 above). 14.8- Any price reductions and promotions are indicated in the same way on the Quotation transmitted for acceptance as on the Order Form. 14.9- Except in the Special Conditions mentioning different terms of payment, the services are paid in cash upon receipt of the invoice. No discount for cash and/or advance payment is granted. The payment period cannot exceed 30 days (thirty days) from the date of the invoice. 14.10- Billing is done in euros (€). 14.11- KO’LEUR does not practice discounts, Advertisers and Agents must pay their invoices within 30 days (thirty days) following the invoice date either by check or bank transfer. 14.12- In the event of default by an Agent holding a mandate certificate and even if the Agent is the paying agent, KO’LEUR may directly pursue the collection of receivables due from the Advertiser. Unless otherwise agreed, sales abroad must be paid for in euros upon receipt of the invoice or order. 14.13- KO’LEUR is under no circumstances required to carry out the services ordered if the payment is not effective on its account, the period of execution of the said services running from the date of the effective payment of the price due, i.e. of its actually recorded collection. 14.14- In the event of non-compliance with the terms of payment, the Customer will first be liable for late payment penalties at an interest rate corresponding to the ECB key rate in force from July 1, 2016 plus 10 points. The rate will be applied to the amount including tax of the invoice, with penalties running from the day following the scheduled payment date (see Article 14.6 Supra). These penalties are payable automatically, in accordance with Article L.441-6 of the Commercial Code, without a reminder being necessary. In addition, in the event of late payment, a lump sum compensation of €40 is due for recovery costs. In the event that the recovery costs actually incurred are greater than this amount of €40, additional compensation on justification will be requested. Penalties capitalize and produce interest, at the same rate, when they are due for at least one year, in accordance with article 1154 of the civil code. This fixed compensation or additional compensation in the event of actual recovery costs exceeding €40 applies to each invoice paid late. Finally, the Customer will be liable, as a penalty clause in accordance with articles 1152 and 1226 and following of the Civil Code, including 1229, for compensation of an amount corresponding to a flat rate of 15% of the price excluding tax of the unpaid services, without being able to be less at 150 €. In the event that KO’LEUR would be obliged to take legal action to obtain the performance by the Purchaser of its obligations and in particular the payment of its invoice, the rate of this compensation will be increased to 30% of the price excluding VAT of the unpaid printed services and/or materials, this excluding any legal costs, the minimum of €150 remaining applicable. No penalty is due during the applicable withdrawal period. 14.15- In the event of successive split performance of the services, each successive performance is subject to effective payment of the previous one. 14.16- In the event of a payment in installments agreed between the Parties, the non-payment of a single installment will, in all cases, result in the forfeiture of the term and the possibility of terminating the contract if KO’LEUR sees fit. (see below). 14.17- If during a previous order, the Customer has evaded one of his obligations (default or delay in payment in particular), a refusal to sell may be opposed to him unless this Customer provides satisfactory guarantees. or a cash payment. 14.18- Any tax, duty, or other benefit to be paid in application of French regulations, or those of an importing country or a country of transit are the responsibility of the Customer, without the latter being able to invoke the tariff modifications which result therefrom. would result in canceling his order. All bank charges and commissions relating to the collection of the price of the purchased items are the responsibility of the Customer as well as the costs of presenting an item at his home.

Article 15: Complaints

15.1- Complaints, whatever their nature, will only be received in writing by registered letter with acknowledgment of receipt and within a maximum period of 7 days after the date of completion of the entire Billing service. 15.2- In the event of disagreement on part of our invoices (disputes, waiting for credit, etc.), the Advertiser and/or the Agent undertakes to pay, without any delay on the initial due date, the undisputed part the invoice’s. 15.3- Invoices not paid on the day of their due date or which will be the subject of a total or partial dispute, cannot be taken into account for the determination of the basis for calculating tariff or commercial discounts or any other conditions. granted under these General Conditions of Sale.

Article 16: Terms of payment

16.1- The terms of payment granted are subject to revision without notice in the event of the occurrence of a new element that modifies our assessment of the risk of default of payment by the Advertiser or the Agent. In particular in the event of a change in the situation of the Advertiser or the Representative (death, incapacity, dissolution or modification of the company, mortgage of its buildings, pledge of its business, rental management, etc.), refusal of acceptance of a draft or any incident of payment or for any overrun of outstanding amounts as authorized and estimated by KO’LEUR. 16.2- KO’LEUR reserves the right to ask for guarantees, to refuse to sell, to suspend or cancel orders in progress, even accepted ones or to execute them only against cash payment on invoice or order.

Article 17 – Withdrawal

17.1- Except for exceptions below, in the specific case where the Customer is an individual (a consumer) who has requested a Quote without appearing (or being represented by an agent) on the premises of KO’LEUR, this Customer has the possibility of asserting his so-called Right of withdrawal related to Distance Sales. This period, which is 14 days, runs from the day of the conclusion of the contract as described in (2.2) and (2.3) above. 17.2- The Client may claim the immediate performance of the quoted services that he has accepted by expressing in an explicit manner and in writing his decision not to take advantage of the withdrawal period. 17.3- In the event that the Customer intends to exercise his Right of Withdrawal within the aforementioned 14-day period, it is his responsibility to send the withdrawal form in the appendix hereto to KO’LEUR. The Customer may also send, under cover A/R, a letter of withdrawal to the following address: KO’LEUR – 15 avenue de Norway – 91140 Villebon sur Yvette – France. 17.4- The services provided by KO’LEUR being by definition personalized, it is recalled here that no service will be the subject of a start of execution before the expiry of this withdrawal period. The impossibility of performance of the contract before the expiry of the withdrawal period or the express waiver of the right of withdrawal arises from the provisions of Article L.121-20-2-3° of the Consumer Code stipulating that the right of withdrawal cannot be exercised for goods made to consumer specifications or clearly personalized.

Article 18 – Cancellation of orders

18.1- An order can only be canceled or modified before the day scheduled for Display. The cancellation request must be sent at least 48 hours before said day, in writing, or by email to the address of KO’LEUR. 18.2- Any cancellation received within the time specified in (17.1) will be subject to a fixed reimbursement of administrative and technical costs (creation of the file, email processing, technical information, invoicing, etc.) up to €40 excluding tax per ordered. 18.3- KO’LEUR reserves the right to cancel any order and to permanently delete the Customer account in the event of verbal or physical violence towards its personnel, the use of crude and/or insulting language being considered in any case as constitutive of verbal abuse.

Article 19: Disputes – Attribution of jurisdiction

Between merchants and by express agreement between the Parties, it is stipulated that in the event of a dispute, the disputes will be submitted to the Commercial Court of Paris, and that French law will be applied.