General Terms and Conditions of Sale — Professionals (B2B).

1. Purpose and acceptance

These professional general terms and conditions of sale (“B2B GTC”) govern wholesale sales concluded between MITLORA (SIREN 102466034) and any customer acting in the course of their professional activity (the “Stockist”). Any order implies unreserved acceptance of these terms.

The provisions of the French Consumer Code relating to the right of withdrawal do not apply to relationships between professionals.

2. Stockist approval

Opening a stockist account is subject to acceptance by MITLORA, which reserves the right to verify the nature of the activity and its consistency with the brand's positioning. Approval may be refused or withdrawn in the event of non-compliant resale or failure to respect the pricing policy.

3. Orders and minimums

Orders are placed via the stockist portal or by purchase order. A first-order minimum may be required depending on the Stockist's profile. Each order is confirmed by written acknowledgement from MITLORA.

4. Prices

Prices are shown excluding tax (HT), according to the wholesale scale communicated to the Stockist. Discounts may be granted according to annual volumes. Prices are revisable : any new scale is communicated with 30 days' notice.

The Stockist undertakes to respect the recommended resale price policy in order to preserve the brand's value.

5. Payment

Unless otherwise agreed, payment at 30 days end of month, by bank transfer (SEPA). In the event of late payment, late-payment penalties calculated at the interest rate applied by the European Central Bank plus ten points, as well as a fixed recovery indemnity of €40, apply automatically.

6. Delivery and Incoterms

Unless otherwise stipulated, deliveries are understood as DAP (delivered at the agreed place of destination in metropolitan France) under Incoterms 2020. Times are given for guidance and run from order confirmation. Goods travel at the Stockist's risk.

7. Retention of title

Delivered goods remain the property of MITLORA until full payment of the price (retention of title clause, Article L.624-16 of the French Commercial Code).

8. Compliance and warranties

Products comply with the regulations applicable to non-regulated products (CE marking and REACH compliance where applicable). Any claim of non-compliance or apparent defect must be made in writing within 8 days of receipt. Supplier certificates are available on request.

9. Intellectual property

The Stockist is authorised to use the “MITLORA” trademark and the visuals provided solely for the purpose of reselling the products, in compliance with the graphic charter. Any misuse is prohibited and engages their liability.

10. Liability

MITLORA's liability is limited to the amount of the order concerned and cannot cover indirect or immaterial losses. Neither party can be held liable in the event of force majeure.

11. Termination

Either party may terminate the stockist account by written notice with a reasonable notice period of 60 days, without prejudice to orders in progress which remain subject to these terms.

12. Applicable law and disputes

These terms are governed by French law. Failing an amicable solution, the dispute is brought before the competent commercial court.