SALES CONTRACT
PREMIERE VISION PARIS ONLINE SHOP

1. Purpose of the sales contract

This sales contract (hereinafter the “Contract”) defines the contractual relationship between Première Vision, a limited company with Management Board and a Supervisory Board with a share capital of €10,050,352 registered on the Trade Register of Lyon under the number 403 131 956, whose head office is established at the following address : 59 Quai Rambaud 69002 Lyon, France, and the Customer in the framework of sale for Products and Services (as defined in article 2 of the Contract) via Première Vision’s website (https://premierevision.com) (the “Website”). The Products and Services offered by Première Vision are intended for professionals. The Customer declares that he has read and accepted the rights and obligations arising under the Contract. As such, the Customer acknowledges that its key obligations under the Contract are as follows: (i) to provide all the information and/or items and/or to perform all the steps necessary for Première Vision to carry out the provision of Services and/or the shipment of the Products and Services (as defined in article 2 of the Contract) ; (ii) to make full payment of the Products and Services prices (as defined in article 2 of the Contract) ; For its part, Première Vision recognises that its key obligation is to perform, within the agreed time limit, the Provision of Services and Products.

2. Definitions

‘Customer’ means the natural person or legal entity acting as a professional that places an order for Products and/or Services via the Website.
‘Products and/or Services’ means the products and/or services offered for sale by Première Vision via the Website. The Products and/or Services offered for sale include (without limitation): - E-passes for Première Vision Paris Shows (including: Première Vision Yarns, Première Vision Fabrics, Première Vision Leather, Première Vision Designs, Première Vision Accessories, Première Vision Manufacturing and The Sourcing Connection) ; - tickets for seminars ; - Publications, which designate colour ranges.
‘Website’ means Première Vision’s website that is linked to the URL addresses https://premierevision.com and his subdomain https://visitors.premierevision.com.
‘Show’ means the shows organised by Première Vision, particularly Première Vision Yarns, Première Vision Fabrics, Première Vision Leather, Première Vision Designs, Première Vision Accessories, Première Vision Manufacturing and The Sourcing Connection.

3. Opposability of the Contract

Any Products and/or Services orders placed by a Customer on the Website implies the unreserved Customer’s acceptance to the Contract. The Customer must acknowledge having read the Contract and having validated the Contract’s provisions, prior to placing an order, by ticking the box “I accept the Sales Contract”. The Customer shall receive a copy of the Contract after payment and confirmation of his order in PDF format. The Customer is deemed to have unreservedly accepted the Contract. Unless stipulated to the contrary, the Contract will prevail over any other clause or stipulation mentioned in the orders, correspondence and other documents exchanged between Première Vision and the Customer. Première Vision may be required to adapt or vary the Contract. Clients will be informed immediately of any such changes, as the Contract will be updated on the Website. Orders placed before the Contract are varied will be governed by the version applicable on the order date.

4. Placing an order

4.1. Orders placed on the Website
To place an order, the Customer must log in, on the Website, to his customer account (for further details, please refer to clause 5 of the Contract). Once logged in to his account, an access to the Première Vision’s online shop is given to the Customer, accessible via the following URL address: https://visitors.premierevision.com/. When placing an order on the Première Vision’s online shop, the Customer choose the Products and/or Services he wishes to purchase. Orders are subject to prior complete reception of payment by Première Vision made by bank card (by providing the card number) or bank transfer (upon receipt of the relevant amount).
4.2. Description and availability of Products and Services
The Products and Services offered in the online shop are subject to availability of stocks and their date of commercialization. Photographs and images showing or illustrating Products on the Website are not contractually binding. If an order is placed for a Product and/or a Service that is unavailable, the Customer will receive notification by e-mail as to whether his order will be delivered in part or cancelled. Première Vision agrees to notify the Customer within forty-eight (48) hours of receipt of the order should a Product and/or a Service be unavailable. If a Product and/or a Service is unavailable and/or if an order is cancelled, Première Vision agrees not to charge the Customer for the Products and/or Services concerned. If the price of the order has already been paid or debited, Première Vision agrees to refund the Customer according to the same payment method or by any other appropriate method, in your name and at your billing address, within fourteen (14) days of payment of the unavailable Products.

5. Creation of a customer account and customer identification

Any Customer must create a customer account and log in to his customer account if he wishes to place an order. To this end, new Customers must complete the minimum mandatory fields required to create a Customer account on the Première Vision Website (https://visitors.premierevision.com/). New Customers must accurately fill in the available fields and provide the necessary personal details that can be used to identify them, ie: their first name, surname, e-mail address, country and password. New Customers wanting to buy a Product or a Service on the Website, will be asked to complete – always accurately - their personal details with: an address, a billing address, a job title, their company profile, range(s) of product(s) and market(s) they are in charge of, product(s) level and key areas of focus. When managing his account, the Customer undertakes to provide accurate and complete information. If the information provided turns out to be false, inaccurate or incomplete, Première Vision reserves the right to cancel the Customer’s order without the latter being able to make any claim whatsoever for compensation. Additionally, Première Vision cannot he held liable for the non-performance or improper performance of the contract resulting from communication by the Customer of false, inaccurate or incomplete information. Customers must choose a login name and a password (which will remain private and confidential). This information will be used to identify them when they log into their Customer Account, which they must do to place an order. Customers acknowledge and accept that their login name and password will be used to authenticate them. Customers who already have a customer account must click on ‘Log in’ and enter their e-mail address and password. In case of forgotten or lost password, Customers need to ask to generate a new one through a link sent to the Customer email address (valid only 24 hours).

6. Prices and payment terms

6.1. Prices
The prices of Products and/or Services mentioned on the Website are stated in euros and excluding VAT. If an order is to be shipped to a country other than metropolitan France, the Customer will be the importer of the Products and/or Services concerned. Prices will apply for the duration of the reference period. Outside the reference period, Première Vision reserves the right to change its prices at any time. Products and/or Services will be invoiced according to the prices applicable when the order is registered.
6.2. Payment terms
The following methods of payment are accepted by Première Vision: bank card (Visa, Master Card and American Express), and bank transfer (charges to be borne by You). You will be charged in your local currency, according to the bank exchange rate applicable when the transaction is completed. The Website uses secure payment technologies (Secure Socket Layer – SSL) to protect the confidentiality and integrity of your bank details during transactions. Transactions are completed by Société Générale: https://www.societegenerale.fr/.
• Bank card payments The Customer’s bank account will be debited immediately following approval of the online payment made on the Website, on the order date. The order will be deemed effective following approval by the relevant bank payment centres of the effective payment. If a payment is rejected by a bank payment centre, the order will be automatically cancelled.
• Payments by bank transfer If a payment is made by bank transfer, the order will be deemed effective once the payment has been approved by the bank payment centres and Première Vision’s account has been credited with the exact amount of the order, notwithstanding the time taken by each bank to debit and process payments.
6.3. Payment approval and order confirmation
The Customer is responsible for all the information he provides during the order process. Première Vision will not be liable for the consequences of any errors in the information entered by the Customer. Once the order has been confirmed, the Customer will receive an order confirmation e-mail sent automatically to his e-mail address, including: a link to its e-pass, and a link to its invoice, regardless of the method of payment used, including this Contract in PDF format.
6.4. Retention of title
Products and/or Services ordered by the Customer will remain the exclusive property of Première Vision until the full price thereof has been paid by the Customer. An order will be deemed final after that the authorised payment centres confirmed the relevant payment. If a payment is not approved by the bank payment centres, the order will be automatically cancelled. The Customer will be notified as soon as possible if Première Vision is unable to fulfil an order. Première Vision also reserves the right to cancel an order placed by a Customer with whom it is in dispute. The allocation of an e-pass is subject inter alia to compliance with the Internal Rules applicable to the relevant shows organised by Première Vision, which are appended to this Contract.

7. Delivery process

7.1. Orders for Services
Orders for Services such as an E-pass during the pre-registration process will only be sent by e-mail. The Customer will receive an E-pass by e-mail, which must be presented on paper or smartphone at the appropriate desk on arrival at the Show, where it will be exchanged for a badge. Orders for Services such as tickets to seminars may only be placed by holders of a pass or an E-pass for Première Vision Paris Shows. Seminar tickets may be purchased at the same time or after a pass or an E-pass and subject to availability (limited seats). If an order for Services is placed on line during the online registration process, the Customer will receive confirmation of the booking by e-mail. The booking will then be mentioned on the pass produced on arrival at the Show.
7.2. Orders for Products
As soon as the publications are available on the online shop, the Customer will be able to place an order and will then have to pick up the ordered Product(s) directly at the next Première Vision Paris show place an order and should have to retrieve the colour range(s) ordered. Publications are not shipped to the Customers.

8. Conditions of use of E-Pass

8.1 Show access
To use his E-pass and thus access to the Show, the Customer must present his E-pass in the conditions described in clause 7 of the Contract. Every E-pass ordered can be used only once. Première Vision can deny the access to the Show if Première Vision realize that several impressions or reproductions of a printable E-pass are in circulation and if an access has already been granted to a carrier of the E-pass. E-pass are only valid for the place, the date and schedules described on the E-pass. Furthermore, it is recommended to the Customer to carry a valid ID document with a recent photography which will have to be presented during various controls. In default of presenting a valid ID document with a recent photography, Première Vision reserves the right to denied access to the Show to the Customer.
8.2 Prohibitions, restricted access, exclusion of the Show
It is strictly prohibited, without prior and express agreement of Première Vision, to: - Reproduce, duplicate, counterfeit an E-pass in any way; and - Sale, convey and to offer for sale or convey (notably on websites), in any forms, on its own or with associated services, against payment or free, to a third party excluding the Customer’s guests, one or several tickets which are allotted to him exclusively for his use and the use of his guests. Any participant of the Show commits to maintain a correct and respectful behaviour. Première Vision reserves the possibility to exclude, at any time, a participant of the Show, without refund or indemnity of any kind, in case of behaviour or incident which are prone to disrupt the smooth conduct of the Show, or the cleanliness and the safety of other participants. It is stated that Customers are bound to the specific terms asked by the company(ies) exploiting the reception venue of the Show, and particularly to the Première Vision Paris Show Rules and Regulations for visitors, as defined in appendix 1.

9. Cancellation, postponement, Force majeure

Except if Première Vision cancels the Show, E-pass delivered by Première Vision following to a Customer order cannot be exchanged, nor refund. In the event of cancellation, postponement or substantial change of the Show, the refund of the E-pass will be under Première Vision’s responsibility. Only the price of the E-pass will be refund to the Customer by Première Vision. It is stated that are restrictively considered as substantial changes place or date changes, by excluding any other changes. If Première Vision denied the access to the Show to the Customer due to the non-respect of the Contract by the Customer, and more generally, due to the non-compliance of the Customer with French regulations, the Customer cannot be refund of the price of his E-pass, in any case. In accordance with the provisions of Article 1218 of the French Civil Code, the Parties' obligations shall be suspended upon the occurrence of a Force Majeure event. By express agreement, the following shall be considered Force Majeure events: (ii) war, riot, fire, strike, acts of God, shortage of raw materials, strike by transport services, administrative closure of the Show by a competent authority having the necessary security or enforcement powers, even if the legal and precedential conditions of a Force Majeure event are not met.

10. Compulsory performance

Given the specific nature of the Provision of Services and Products concerned and of the indispensable know-how necessary to the performance of the obligations of Première Vision under the Contract, the Parties expressly agree to exclude the application of the provisions of Articles 1221 and 1222 of the French Civil Code.

11. Unforeseen events

With regard to the duration of the Provision of Services and Products concerned, the Customer and Première Vision agree to exclude the application of the provisions of Article 1195 of the French Civil Code.

12. Liability

12.1 Première Vision cannot be held liable, in any case, for the non-performance or improper performance of the contract due to the Customer, due to the unforeseeable and unavoidable act of a third party and/or due to force majeure as defined in the clause 9 of the Sales Contract. Furthermore, the Customer is invited to watch his personal belongings at any time. Première Vision cannot be held liable in case of deterioration or theft and suggest to the Customers not to bring valuable belongings to the Show. Première Vision cannot be held liable in case of vandalism acts, voluntary destruction, abuses or theft committed by a Customer during the Show. The Customer shall be held liable for those voluntary acts.
12.2 For the E-pass delivery
Except malfunction of the Website, Première Vision cannot be held liable for abnormalities which may occur during an order, the process, the downloading or the printing of the E-pass due to, either the Customer, or the unforeseeable and unavoidable act of a third party or to force majeure as defined in the clause 9 of the Sales Contract. Likewise, Première Vision cannot be held liable for breakdown and technical issues concerning devices, programs and software or Internet network which could incur a suspension or a cessation of the service.
12.3 In the cases were, at the time of performance of the Contract, Première Vision’s liability would have been held, for any reason and for any cause, any damages and notably direct and indirect damages (including non-material damages), Première Vision’s liability will be limited to an amount equal, at the most, to the price or the portion of the price stated in the order, recognised legally as a breach of the Contract. This amount cannot exceed the ceilings of the Première Vision’s insurance contract guarantees. By simple request of the Customer, Première Vision will hand over the ceilings.

13. Personal data

All information about the processing of personal data carried out by Première Vision as part of the Contract are in the Première Vision’s Privacy Policy accessible to the following URL : https://www.premierevision.com/en/privacy-policy/

14. Intellectual property

Première Vision holds all of the rights of use, display, operation, reproduction, representation, adaptation and translation for all of the elements that comprise the Website, including the graphic charters, titles, Website maps, texts, articles, analyses and writing, pictures, videos, images, logos and marks or any other informational and/or downloadable content put online by Première Vision. The Website and its Content are protected by French copyright law and related rights (Articles L.122-4 et seq. of the French Intellectual Property Code) which prohibit the reproduction in whole or in part of these various constituent elements without the consent of Première Vision. The Customer undertakes to respect the copyrights, trademark rights and database producer’s rights held by Première Vision; it acknowledges that the databases created by Première Vision are its sole property. Première Vision only grants to the Customer a right to the private and non-exclusive use of the Content and an authorization to reproduce the Content in a digital format on the computer that is used for the consultation of the Website for the exclusive purpose of displaying web pages consulted by using internet browser. The Customer shall refrain from transferring or granting information obtained from the Website and shall refrain creating any derivative works based on the Content of the Website. The Website and its components constitute a copyright work under intellectual property law. Any representation, reproduction, modification, transmission, translation or in general any use of the Website and its technical or graphical components are strictly forbidden without the prior authorisation of Première Vision. Provision of the Services does not involve any transfer or granting of any intellectual property rights, apart from the right for the Customer to use the Services provided online on the Website by Première Vision, within the limits specified herein. Any full or partial reproduction of any of these elements without the prior written authorisation of Première Vision is strictly prohibited. Any breach of this clause will constitute an infringing act and might result in legal action against the Customers, in accordance with the regulation and legislation in force. The use of hyperlinks about and referring to the Website without the prior written authorisation of Première Vision is also strictly prohibited. The Customer can obtain an authorisation by an email addressed to the administrator.

15. Authorization for use of image, voice, performance, likeness

By accessing to the Show, the Customer shall accept that during its participation to the Show or to the seminary, his image, his first name and last name, his voice and/or his remarks (together or separately) could be registered and fixed on different supports by Première Vision and/or any habilitated person, and to reproduce and represent the records made, without limitation of quantity, wholly or partly, on any external communication support, institutional or advertising, concerning the Show or the seminary. The records made and freely selected should be reproduced in this framework exclusively, any other use of the records must be object to prior written and express consent of the Customer. This authorization is exclusively ex gratia. The use of the Customer’s image does not give the Customer the right to any financial compensation. The Customer waives the right to any compensation on this ground as any use right related to potential communication of the partners of the Show.

16. Governing law and dispute resolution

The Contract and every order of Products and Services between the Customer and Première Vision are governed by the laws of France. ANY DISPUTE ARISING BETWEEN THE CUSTOMER AND PREMIERE VISION OUT OF OR IN CONNECTION IN PARTICULAR WITH THE CONSTRUCTION, AND/OR VALIDITY, AND/OR PERFORMANCE/NON-PERFORMANCE, AND/OR TERMINATION OF THE AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF LYON, EVEN IN THE EVENT OF THIRD-PARTY PROCEEDINGS OR A PLURALITY OF DEFENDANTS, INCLUDING ANY DISPUTE RELATING TO THE BREACH OF THE CONTRACT OR ANY COMMERCIAL RELATIONSHIP THAT WOULD BE TAKEN INTO CONSIDERATION UNDER THE PROVISIONS OF ARTICLE L.442-6 OF THE FRENCH COMMERCIAL CODE. 17. Appendix The appendix 1 is an integral part of this Contract.  


Appendix 1 : PREMIÈRE VISION PARIS (YARNS, FABRICS, LEATHER, DESIGNS, ACCESSORIES, MANUFACTURING, THE SOURCING CONNECTION) SHOWS RULES AND REGULATION FOR VISITORS

Article 1 - ENTRY TO THE SHOWS
1.1 Entry to the Shows concerns mainly trade visitors from the Textiles and Clothing industry. We would ask you to carry some form of personal and professional identification that you may be asked to produce at any time for security purposes.
1.2 All commercial activities (sale, distribution, various commercial transactions) are strictly forbidden except on exhibitors’ stands. This rule applies to the whole of the Parc des Expositions (car parks, reception area, station approaches).
1.3 Access to the Shows is paying and valid for the duration of the Shows. The entry fee for visitors is decided by PREMIERE VISION S.A., rates are available on PREMIERE VISION S.A. web site or at the entrance of the Shows on each cash desks.

Article 2 – REQUIREMENTS
2.1. Visitors are required to observe strictly the Rules and Regulations as well as the public order, police and security regulations decided upon by the Organizers and the authorities.
2.2 Badge wearing: - Whilst inside the Shows area, visitors are required to wear the badge issued to them either on entry to the Shows or by post. - Personal badges must be worn at all times when at the Shows. - All badges must correspond to the actual identity or job title of the wearer.
2.3 Photographs - Films: Neither photographic equipment (camera, television camera or camcorder…) nor magnifying glass are permitted in the Shows. These restrictions do not apply to photographers authorized by the Organisers.
2.4 Collections: The following is strictly forbidden to: - Cut off bits of presented fabrics, leathers or furs, designs, garments or any other kind of sample, and pull or take threads from them, tear off accessories. - Bring to or present at the Shows fibre, yarn, fabric, leather or fur, garment accessories, manufactured garments or drawing collections anywhere other than the exhibitors’ stands.
2.5 Copying – Counterfeiting: It’s strictly forbidden to make precise sketches of the fabrics, designs, leathers or furs, accessories, garment prototypes or other samples shown in the Trend areas. In case of a dispute, the COPYRIGHT® unit alone, as the controlling body, is authorized to resolve conflicts.
2.6 Luggage: All luggage should be left at the cloakrooms.
2.7 Phones: Cellular phones are forbidden on the Forums.

Article 3 - SANCTIONS
In order to ensure the smooth running of the Shows, the Organizers reserve the right: - To exclude any person infringing present rules and regulations - To confiscate any photographic film brought into the Shows without authorization. - To confiscate any sketch or drawing executed for the purposes of copying or counterfeit. - To confiscate any unauthorized fabrics, leathers or furs, designs, yarns, fibres, accessories or garment prototypes collection. If necessary, the Organisers may call upon the police to maintain the quality of the Shows organisation and to protect the exhibitors against copying and counterfeiting.

Article 4 - MISCELLANEOUS
Neither children nor animals are admitted to the Shows. Walkie-talkies or any other means of radio communication are not permitted.