Verkaufsbedingungen

LIGAPHONE Paris Diffusion General Terms and Conditions of Sale

Applicability of the GTCs to the products for sale on the web site 1
Description of the products 2
Terms of contract formation for the sale of products to consumer-customers 2
Terms of contract formation for the sale of products to professional customers 3
Terms of distance contract formation for the sale of products to any customer 4
Terms of product order processing 4
Prices and terms of payment 5
Transport and delivery terms 6
Warranty and liability 6
Intellectual property rights 8
Personal data and confidentiality 9
Web site identification and claims 10
Applicable law and jurisdiction clause 10
APPLICABILITY OF THE GTCS TO THE PRODUCTS FOR SALE ON THE WEB SITE

1.1. These General Terms and Conditions of Sale (hereinafter referred to as the “GTCs”) shall govern any contract entered into between SAS Ligaphone Paris Diffusion, a French private company in course of incorporation with the Bobigny Trade Register with registered office at 84531012700012 (hereinafter referred to as “Ligaphone”) – click here for the Legal Notices and Terms of Use (hereinafter referred to as the “Legal Notices”) –, of the first part, and any legal or natural person, either a professional (whose main business does not consist in the purchasing and reselling of goods in any form whatsoever if they are established or settled within the European Union) or a consumer, wherever their domicile or registered office might be (hereinafter referred to as the “Customer”), of the second part, for the sale by Ligaphone of a complete range of accessories for the clarinet, the saxophone, and the flute (ligatures, caps, reeds, clips for the flute, straps and harnesses) available in a variety of models (hereinafter referred to as the “Products”).

1.2. By accessing Ligaphone's web site at www.ligaphone.com (hereinafter referred to as the “Site”), Customers agree to comply with the entire GTCs which consist of these terms and conditions as well as any conditions, information, and terms mentioned on the Site with respect to the use of the Site, and in particular the Legal Notices and Terms of Use.

By placing an order for a Product, the Customer necessarily fully and unreservedly accepts these GTCs (including the Legal Notices and Terms of Use), which shall govern all contracts relating to the Product to the exclusion of any other document, especially as issued by the Customer such as their general terms and conditions of purchase. The use of the Site and ordering of a Product shall be governed by the most recent version of the GTCs as reproduced on the Site at the time of order.

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1.3. Ligaphone is entitled to modify the GTCs (including the Legal Notices) reproduced on the Site for the information of any user or potential customer unilaterally and at any time.

1.4. The GTCs are drawn up in French and in English exclusively. The sale contract between the Customer and Ligaphone for a Product shall be validly entered into with the Customer even if neither French nor English is the Customer's native tongue.

DESCRIPTION OF THE PRODUCTS

2.1. Ligaphone offers Customers to order and purchase its range of fine and quality Products, which is composed of accessories for the clarinet, the saxophone, and the flute (and in particular, but without limitation, universal ligatures, CL.AS ligatures, caps, Double-Profile reeds, clips for the flute, thin straps, wide straps, and harnesses).

2.2. Depending exclusively on availability upon connecting to the Site, Ligaphone also offers certain Products under the “special deals” tab for prices usually inferior to the Products' usual selling prices because they show at least one of the following characteristics: cosmetic defect (notably varnishing defect, scratches, damaged coating, etc.) or damaged packaging. Such Products under the “special deals” tab were duly controlled by Ligaphone, which warrants that they enjoy the same functional qualities as the Products for sale outside the “special deals” tab.

TERMS OF CONTRACT FORMATION FOR THE SALE OF PRODUCTS TO CONSUMER-CUSTOMERS

In the meaning of these GTCs, a consumer-customer is a Customer that orders and purchases Products for strictly personal, and therefore not professional, needs (hereinafter referred to as the “Consumer-Customer”).

3.1. Online sale contract formation:

On the Site, the Consumer-Customer fills in an identification form, stating in particular their identity and full address, and selects – under their own responsibility – Products according to their reference numbers as well as the quantities they wish to order and purchase from the range of Products offered and mentioned on the Site, for a minimum amount of EUR 32 before tax and carriage, by filling in the corresponding purchase order. The Consumer-Customer then checks the contents of their order (including the identification of the Products they are ordering as well as the chosen method of payment, by debit or credit card or by bank transfer), selects the delivery method for the Products, and checks the corresponding amount of carriage as mentioned in article 7.1. below as well as the price tax included, takes note of the fact that the Products shall be dispatched within ten (10) days, accepts the GTCs that make up the sale contract, and may correct any errors before confirming the order (“double-click”), thereby finally placing the order. Ligaphone shall send a confirmation of the order as soon as possible to the e-mail address provided by the Consumer-Customer upon placing the order. In case of dissolution, termination, or subsequent cancellation of the contract by the Consumer- Customer other than in the cases provided for in these GTCs (in particular pursuant to

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their right of withdrawal), the Consumer-Customer shall not be entitled to any reimbursement, credit note, or compensation in kind, even partial, without prejudice to Ligaphone's right to damages.

3.2. Right of withdrawal:

Pursuant to article L.121-20 of the French Consumer Code, Consumer-Customers enjoy a right of withdrawal over all Products. In order to be valid, the withdrawal must be exercised by the Consumer-Customer within seven (7) clear days of the day on which they receive the Products. The Consumer-Customer shall return the Products to Ligaphone at their own expense; provided the returned Products have not been opened, are in perfect condition, complete, in their original packaging, and include Ligaphone's accompanying letter and any accessories and documentation, Ligaphone undertakes to accept the return of Products by the Consumer-Customer under this article and to pay them back, by the method of payment of Ligaphone's choice, the total price for the duly returned Products as soon as possible within thirty (30) days of the day on which the Consumer-Customer exercises their right of withdrawal.

TERMS OF CONTRACT FORMATION FOR THE SALE OF PRODUCTS TO PROFESSIONAL CUSTOMERS

In the meaning of these GTCs, a professional customer is a Customer that orders and purchases Products as a professional for use within the framework of their professional activity (hereinafter referred to as the “Professional Customer”). It is hereby recalled that Ligaphone does not sell by the Ligaphone Site its Products to professionals, either natural or legal persons, established or settled within the European Union or North America whose main or usual business consists in the purchasing and reselling of goods in any form whatsoever.

4.1. Online sale contract formation:

On the Site, the Professional Customer fills in an identification form, stating in particular their identity and full address, and selects – under their own responsibility – Products according to their reference numbers as well as the quantities they wish to order and purchase from the range of Products offered and mentioned on the Site, for a minimum amount of EUR 32 before tax and carriage, by filling in the corresponding purchase order. The Professional Customer then checks the contents of their order (including the identification of the Products they are ordering as well as the chosen method of payment, by debit or credit card or by bank transfer), selects the delivery method for the Products, and checks the corresponding amount of carriage as mentioned in article 7.1. below as well as the price tax included and the price before tax on which the Professional Customer is liable to VAT within European Union, and Vat excluded beyond European Union frontiers, takes note of the fact that the Products shall be dispatched within ten (10) days, accepts the GTCs that make up the sale contract, and may correct any errors before confirming the order (“double-click”), thereby finally placing the order.

Ligaphone shall send a confirmation of the order as soon as possible to the e-mail address provided by the Professional Customer upon placing the order. An invoice stating

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the various ordered items and bearing the indication “paid” shall be sent with the Products, or separately if the delivery address differs from the billing address.

In case of dissolution, termination, or subsequent cancellation of the contract by the Professional Customer other than in the cases provided for in these GTCs, the Professional Customer shall not be entitled to any reimbursement, credit note, or compensation in kind, even partial, without prejudice to Ligaphone's right to damages.

4.2. No right of withdrawal:

Pursuant to article L.121-16 of the French Consumer code, Professional Customers do not enjoy the right of withdrawal provided for in article L.121-20 of the French Consumer Code.

TERMS OF DISTANCE CONTRACT FORMATION FOR THE SALE OF PRODUCTS TO ANY CUSTOMER

5.1. Distance sale contract formation:

Customers, either Consumer-Customers or Professional Customers, may pay the price for the Products they wish to purchase in minimum amount of EUR 32 by bank transfer or with their credit or debit card details.

Customers shall place their order with Ligaphone by the Ligaphone site, stating their identity and full address, selecting – under their own responsibility – Products according to their reference numbers as well as the quantities they wish to order and purchase, and paying the corresponding order amount including carriage as mentioned in article 7.1. below. The contract shall be deemed to have been formed upon receipt by Ligaphone of the Customer’s order. The order shall only be performed once Ligaphone has collected the sale price. An invoice stating the various ordered items and bearing the indication “paid” shall be sent with the Products, or separately if the delivery address differs from the billing address.

5.2. Right of withdrawal:

Pursuant to article L.121-20 of the French Consumer Code, Consumer-Customers (but not Professional Customers) enjoy a right of withdrawal over all ordered Products. In order to be valid, the withdrawal must be exercised by the Consumer-Customer within seven (7) clear days of the day on which they receive the Products. The Consumer- Customer shall return the Products to Ligaphone at their own expense; provided the returned Products have not been opened, are in perfect condition, complete, in their original packaging, and include Ligaphone's accompanying letter and any accessories and documentation, Ligaphone undertakes to accept the return of Products by the Consumer- Customer under this article and to pay them back, by the method of payment of Ligaphone's choice, the total price for the duly returned Products as soon as possible within thirty (30) days of the day on which the Consumer-Customer exercises their right of withdrawal.

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TERMS OF PRODUCT ORDER PROCESSING

All offers for Products on the Site are subject to availability. Ligaphone undertakes to process Customers' orders as quickly as possible in order of reception and to inform them as soon as possible if an ordered Product is unavailable; processing time may vary according to the payment method chosen by the Customer. Orders for Products are collected and processed by Ligaphone from Tuesday to Saturday exclusively (bank holidays not included) except from 25 July to 31 August and from 20 December to 3 January of each year. Ligaphone reserves the right not to book an order on any grounds whatsoever, notably because of problems with the supply of raw materials the Products are made of, problems with the received order, foreseeable problems with the forthcoming delivery (delivery address information not supplied by the Customer such as telephone number, entry code, etc.), or failure by the Customer to pay all or part of a previous order for Products.

PRICES AND TERMS OF PAYMENT

7.1. Determination of the price of the Products:

The prices of the Products are in Euro. All orders are invoiced under the terms effective on the day on which the order is booked as available on the Site and, where applicable, are subject to French VAT at the current rate in accordance with the provisions applicable to Consumer-Customers and Professional Customers according to place of delivery.

The Products remain the property of Ligaphone until full payment of the price.

For all orders for a single address in metropolitan France, in the French Overseas Departments or Collectivities, within the European Union, or in the rest of the world, carriage calculated according to the parcel's weight and destination shall be invoiced to the Customer when they place their order. Any customs duties or taxes shall be borne in addition exclusively by the Customer, whereby the Customer expressly undertakes to inquire personally about such applicable duties or taxes; the Customer may not demand Ligaphone's help on the matter, and Ligaphone shall not be obliged to inform them thereof, which the Customer expressly acknowledges.

7.2. Determination of the payment method for the Products:

The Products may be paid for by credit or debit card (Carte Bleue, Visa, MasterCard) through PayPal's 3D-Secure security system that guarantees the total confidentiality of the personal information sent over the internet; the banking institution concerned does not send either Ligaphone or the Site any purely banking data. Ligaphone shall bear any bank charges relating to payments by credit or debit card. Ligaphone shall not in any way be held liable in case of a payment transaction malfunction or error. Customers may also pay for the Products by bank transfer to Ligaphone Paris Diffusion, whose bank details are as follows: Crédit Mutuel Le Raincy – IBAN: FR76 1027 8061 1700 0203 4500 285 – BIC: CMCIFR2A. In that case, all bank charges relating to the bank transfer shall be borne exclusively by the Customer.

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In order to be booked, orders must be paid in full. Orders that have not been paid in full shall not be delivered.

TRANSPORT AND DELIVERY TERMS

8.1. Terms of transport:

The risk in the Products shall pass to the Customer upon their collection by the carrier charged with delivering them to the Customer. Therefore, the Products shall travel at the Customer's own risk whether Ligaphone charges for carriage or not.

8.2. Terms of delivery:

The Customer should receive the ordered Products by parcel, if the delivery address is located in France, within twenty (20) days, and if the delivery address is located in the rest of the world, within sixty (60) days of the order being placed, whereby Ligaphone may not be held liable on any grounds whatsoever if the carriage of the Products by the carrier suffers any delays.

In order to ensure optimal service for Customers, Ligaphone has chosen La Poste (Colissimo Suivi recorded delivery).

Products shall be sent to the delivery address stated upon ordering. The delivery address stated by the Customer may not be a PO box. In such a case, Ligaphone reserves the right to disregard the order.

In the absence of the consignee or any person liable to take possession of the ordered Products upon delivery, the carrier shall leave a notice of non-delivery at the delivery address stated by the Customer inviting them to collect the Products. Ligaphone may not in any case be held liable for any damage to or loss of Products due to their late collection from the carrier.

WARRANTY AND LIABILITY

9.1. Product warranty:

Ligaphone warrants that the Products have been subject to all the necessary care in order to ensure their compliance with the description on the Site at the time of order. Ligaphone also warrants that the Products are in perfect condition upon collection by the carrier. This is the sole warranty granted to Customers by Ligaphone apart from the statutory warranty for hidden defects as defined in articles 1641 to 1649 of the French Civil Code and, for Consumer-Customers only, the statutory compliance warranty defined in articles L.211-4 to L.211-14 of the French Consumer Code. Ligaphone grants Customers no other warranty, either express or implied. In particular, Ligaphone does not warrant that the Products meet the Customers' specific and personal needs.

9.2. Liability limitation and exclusion with respect to the Products:

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Customers are sole liable for the choice of Products, their use, and their compatibility with any other equipment. Ligaphone may not in any case be held liable for any damage resulting therefrom.

The Products for sale on the Site comply with French applicable laws. Ligaphone may not be held liable in case the Products contravene the laws of another country where the Products are being used by the Customer, as the sale of the Products between Ligaphone and the Customer shall be exclusively governed by French law pursuant to article 13.1. below. Customers are sole responsible for checking with local authorities whether they may import or use the Products they are considering purchasing.

Ligaphone may not be held liable for non-performance of the sale contract entered into with the Customer due to a stock shortage or the unavailability of the raw materials the Products are made of, force majeure, total or partial disruptions or strikes, especially of the postal services and means of transport, or flood or fire.

No oral or written notice or information supplied by Ligaphone or obtained on the Site shall constitute a warranty unless expressly defined as such in the GTCs or any other terms or conditions of use of the Site expressly mentioned thereon. The Site may exceptionally contain technical or other errors, inaccuracies, or typographical errors, or not be up-to-date; Ligaphone shall endeavour to correct such errors or update the Site as quickly as possible, without however any obligation to achieve that particular result. Ligaphone may not be held liable for errors or omissions in the description of the Products on the Site or for any inaccuracy, imprecision, or omission relating to the information published on the Site. The photographs and text reproduced on the Site in order to illustrate the Products presented thereon shall not be binding. Consequently, Ligaphone may not be held liable in case such photographs or text contain a mistake.

As the Site or third parties may include links to third-party web sites that are not under Ligaphone's control, Customers acknowledge that Ligaphone may not be held liable for the availability of such web sites and external sources and may not in any case be held liable for the contents, advertisements, products, and/or services available on or from such web sites. References to other businesses are shown “as is” without any guarantee whatsoever, either express or implied. Ligaphone may not be held liable either for any damage of any kind whatsoever that might result from a fraudulent intrusion by a third party leading to a change in the information displayed on the Site.

Ligaphone shall not in any case be held liable towards Customers or third parties for any direct or remote material damage or any immaterial, consequential, incidental, or special prejudice, including, though without limitation, prejudices resulting from damage to brand-image or reputation or the loss of usage, data, or earnings, even if Ligaphone was advised that such damages or prejudices might be incurred directly or indirectly from the use of any other web site or external source mentioned on or linked to the Site.

Subject to the application of mandatory (or public policy) provisions, Ligaphone's liability shall be automatically time-barred after a twelve-month period as from the receipt of the Products (Professional Customers) or in accordance with the rules of ordinary law (Consumer-Customers).

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9.3. Archival of online sale contracts for Products:

If the value of the order placed on the Site by a Consumer-Customer exceeds EUR 120 tax included, the sale contract shall be archived by Ligaphone for ten (10) years as from the delivery of the Products to the Consumer-Customer. Ligaphone guarantees that the Consumer-Customer may access the sale contract at any time by requesting such access from Ligaphone by postal letter to the company's registered office at the address specified in article 1.1. above or by e-mail by clicking on the Site's Contact tab.

INTELLECTUAL PROPERTY RIGHTS

10.1. Intellectual property rights on the Site:

10.1.1. Ligaphone is the owner of the Site. The Products mentioned on the Site are protected throughout the world and throughout the term of copyright by the intellectual property laws. All trademarks, copyrights, rights on databases, and other intellectual property rights on the elements reproduced on the Site (as well as its organisation and presentation) and the underlying computer code are the exclusive property of Ligaphone.

10.1.2. Consequently, any unauthorised use or reproduction, in all or part, of the Products mentioned on the Site constitutes infringement. Unless otherwise provided for in these GTCs, Ligaphone does not grant any express or implied right to any of the intellectual property rights whatsoever protecting the Site or the Products mentioned thereon (such as trademarks, designs, patents, business names, photos, text, etc.) which are and remain Ligaphone's exclusive property, or on the rights granted to Ligaphone under an exclusive licence agreement.

10.1.3. Customers expressly undertake not to copy, modify, alter, publish, circulate, distribute, sell, or transfer the Site's elements in all or part without Ligaphone's prior express and written consent. However, the contents of the Site may be downloaded, printed, or copied for personal and non-commercial purposes in accordance with article 3. of the Site's Legal Notices. Consequently, no Customer may reproduce any of the Site's graphical or technical elements in any form and by any means whatsoever or access the Products mentioned on the Site by any other means than the interface provided to that end by Ligaphone without infringing Ligaphone's intellectual property rights. Screen captures are exceptionally authorised provided they are made by a Customer or any third party (e.g., journalists) for information purposes in order better to know the Products or report on them on any information medium. Nevertheless, the presentation of a page from the Site in a window that does not belong to Ligaphone (“framing”) and the insertion of an image belonging to Ligaphone in a page that does not belong to Ligaphone (“in-line linking”) are forbidden.

10.2. Intellectual property rights on the Products:

10.2.1. The “Ligaphone” and “Ligaphone Paris” trademarks

Ligaphone is the holder of the “Ligaphone” and “Ligaphone Paris” trademarks, registered with the INPI (the French National Industrial Property Institute) under the numbers 1

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623 338 and 10 37 67 500 respectively. The “Ligaphone” and “Ligaphone Paris” trademarks may not in any case be used, displayed, reproduced, linked, or re-circulated by Customers without Ligaphone's prior express consent.

PERSONAL DATA AND CONFIDENTIALITY

11.1. Protection of personal data:

The designer of the Site, [...], guarantees the technology, the safeguarding of the Site's information, as well as the protection and management of data.

Pursuant to the French Data Protection Act (French act no. 78-17 of 6 January 1978 as modified by French act no. 2004-801 of 6 August 2004), Ligaphone registered the personal data file used to run the Site with the RGPD (protection of personal data). Consequently, every Customer entering personal information on the Site has a right of opposition (article 38 of the French Data Protection Act), a right of access (articles 39, 41, and 42 of the French Data Protection Act), and a right of rectification (article 40 of the French Data Protection Act) with respect to such information and may require that the information concerning them be rectified, completed, updated, or deleted. Every Customer may exercise such rights by contacting Ligaphone by post at the address of its registered office specified in article 1.1. above or by e-mail by clicking on the Site's Contact tab and by stating their last name, first name, address, and if possible their customer number.

Pursuant to article 26 of the French Data Protection Act, Ligaphone undertakes to make its best efforts to protect personal data and in particular to prevent that they be distorted, damaged, or disclosed to unauthorised third parties. Ligaphone undertakes to send its Customers' personal information only to its banks and only for order settlement purposes.

11.2. « Cookies » :

Cookies sent from the Site save information relating to user browsing on the Site from the computer on which the cookie is stored (pages accessed, date and time of access, etc.) and enable the identification of successive visits by users. In that regard, Ligaphone undertakes to guarantee users' right to oppose the storing of cookies. Pursuant to article 2.3.of the Legal Notices, users connected to the Site may prevent cookies from being stored on their computers by changing the preferences of their computer's web browser. However, Ligaphone draws users' attention to the fact that opposing cookies may alter or even prevent access to the Products mentioned on the Site.