These general terms and conditions of sale (hereinafter the "Terms") apply to all sales of women's ready-to-wear clothing products (hereinafter the "Products") made by NAÏS (hereinafter the "Seller") to business customers (hereinafter the "Buyer" or "Customer"), regardless of any terms that may appear in the Buyer's own documents, including its general purchase conditions.

In accordance with Article L441-1 of the French Commercial Code, these Terms constitute the sole basis for commercial negotiation. Placing an order on the website www.nais-paris.fr constitutes full and unreserved acceptance of these Terms.

The website is reserved exclusively for business professionals. When creating an account, the Buyer declares that it is acting for purposes within the scope of its professional activity and undertakes to provide a valid SIREN/SIRET number (or foreign equivalent) and a valid intra-Community VAT number. The Seller reserves the right to refuse to open an account or to suspend any account that does not meet these conditions.

Access to pricing and the ability to place orders are subject to the creation of a business account and its validation by the Seller. The Seller reserves the right to request supporting documents (Kbis extract less than three months old, identity document of the legal representative, proof of activity in the fashion or retail sector).

The Buyer is solely responsible for the confidentiality of its login credentials and for any order placed from its account.

3.1 Placing orders. Orders are placed online on the website, or by any other means accepted by the Seller (email, trade show, sales representative). Placing an order constitutes acceptance of the prices and description of the Products available for sale.

3.2 Minimum order. Every order is subject to a minimum purchase amount of €150 excluding tax and a minimum of 6 units per reference.

3.3 Order process and confirmation. Validating the cart on the website constitutes an order request and does not constitute a sale. Upon receipt of this request, the Seller sends the Buyer, by email and/or WhatsApp, a summary quote including shipping costs, together with a secure payment link or the Seller's bank details for payment by bank transfer.

The sale becomes final only upon the Buyer's acceptance of the quote and effective receipt of payment (or, where applicable, the deposit provided for in Article 6). The quote is valid for 15 days from the date it is sent; if payment is not received within this period, the order request lapses and the Products are put back on sale, without the Seller's liability being engaged.

The Seller reserves the right to refuse any order from a Customer with whom there is an outstanding dispute regarding payment of a previous order.

3.4 Modification — cancellation. Any request to modify or cancel a confirmed order must be submitted in writing and will only be taken into account if received by the Seller before the Products are shipped. No cancellation will be accepted after shipment.

3.5 Availability. Product offers are subject to availability in stock. In the event of partial unavailability after an order is placed, the Seller will inform the Buyer as soon as possible; the order will then be fulfilled for the available portion and the invoice adjusted accordingly, without compensation.

The essential characteristics of the Products (composition, colors, sizes, size charts) are presented on the website. Photographs and visuals have no contractual value: minor color variations may exist between the screen and the actual product, as well as from one production batch to another, and cannot form the basis of a claim.

The Products are intended for resale as is by the Buyer in the course of its business activity.

Prices are expressed in euros, excluding tax, ex-works from the Seller's warehouse located at its registered office address, excluding transport costs, special packaging, customs duties and insurance, which are invoiced separately and shown on the quote sent to the Buyer in accordance with Article 3.3.

The Seller reserves the right to change its prices at any time; Products are invoiced based on the price in effect on the date the quote is issued.

Discounts or special pricing terms may be granted by the Seller based on the regularity of the Buyer's orders and their volume or amount. Such terms are granted on a case-by-case basis and do not constitute an acquired right for future orders. No discount is granted for early payment.

6.1 Terms. All orders are payable in full (100%) prior to shipment of the Products. Payment is made via the secure payment link or by bank transfer to the Seller's account, in accordance with the quote sent to the Buyer under the conditions of Article 3.3. No order is processed or shipped before full and effective receipt of payment.

In the case of payment by bank transfer, the order is shipped only upon effective receipt of funds in the Seller's bank account. Presentation of a transfer order or proof of transfer does not constitute payment and does not trigger shipment. The delivery times indicated in Article 7.1 run from the date the funds are effectively credited.

6.2 Late payment penalties. Although sales are concluded on a cash basis, and in accordance with Articles L441-10 and D441-5 of the French Commercial Code, it is noted that any amount remaining due to the Seller (in particular in the event of a rejected transfer, non-payment or cancelled payment) will automatically give rise, without prior notice:

Any unpaid amount further entitles the Seller to suspend or cancel the Customer's ongoing orders.

7.1 Terms and lead times. Products are delivered to the address provided by the Buyer when ordering. Delivery times are given for information purposes only: on average 3 to 5 business days for France, Europe and international destinations, from the effective receipt of funds in the Seller's account. A delivery delay cannot give rise to order cancellation, penalties or damages, except where the delay exceeds 30 days after formal notice has remained without effect.

7.2 Delivery areas. Products are delivered in mainland France, the European Union and internationally. Sales are concluded DAP (Delivered At Place) — Incoterms® 2020: the Seller arranges and invoices transport to the delivery address indicated by the Buyer and bears the risks of transport until the Products are made available at that address.

For deliveries outside the European Union, customs duties, import taxes and import formalities are the sole responsibility of the Buyer, who is responsible for customs clearance in the country of destination.

In the event of non-payment or late payment of customs duties and import taxes by the Buyer, or any other failure on its part regarding import formalities, resulting in the parcel being held in customs, placed in abeyance, destroyed or returned to the sender, all resulting costs will be borne solely by the Buyer, including: storage and warehousing fees, customs fees and penalties, return costs, destruction costs and reshipment costs. The Seller may invoice these costs to the Buyer or deduct them from any amount to be refunded. If the Products are returned to the Seller for this reason, reshipment will only take place after payment by the Buyer of the aforementioned costs and new transport costs; no refund of the price may be claimed until the Products have been returned to the Seller in good condition, and any refund will be made after deduction of all costs incurred.

7.3 Receipt — claims. It is the Buyer's responsibility to check the condition of parcels and the conformity of the Products upon delivery. In the event of damage, missing items or a damaged parcel, the Buyer must record precise and substantiated claims on the carrier's delivery note and notify the Seller, with supporting photographs, within two (2) business days of receipt, in order to allow the Seller to exercise recourse against the carrier under the conditions of Article L133-3 of the French Commercial Code. Failing such claims and notification within this period, the Products are deemed to have been received complete and in good condition, and no claim relating to transport will be accepted.

8.1 Retention of title. THE SELLER RETAINS FULL OWNERSHIP OF THE PRODUCTS SOLD UNTIL FULL AND EFFECTIVE PAYMENT OF THE PRICE, PRINCIPAL AND ANCILLARY AMOUNTS. Failure to pay any installment may result in the Products being reclaimed. The Buyer is nevertheless authorized, in the ordinary course of its business, to resell the Products; this authorization is automatically revoked in the event of non-payment.

8.2 Transfer of risk. In accordance with the DAP Incoterm referred to in Article 7.2, the risks of loss and damage to the Products are transferred to the Buyer when the Products are made available at the agreed delivery address. From the time of delivery, the Buyer assumes custody of the Products and undertakes to insure them for as long as ownership has not been fully transferred.

9.1 Non-conformity. Without prejudice to the transport claims under Article 7.3, any claim relating to an apparent non-conformity of the Products (incorrect reference, color or size, visible defect) must be notified in writing to the Seller within 8 days of delivery, with supporting photographs and references. After this period, the Products are deemed conforming and accepted.

9.2 Handling. After verification, the Seller will, at its discretion, replace the non-conforming Products, issue a credit note, or provide a refund, to the exclusion of any other compensation or damages. No return will be accepted without prior written authorization from the Seller (return authorization number). Returned Products must be new, unworn, and in their original packaging with labels attached.

9.3 No right of withdrawal. As the sale is concluded between business professionals for the purposes of their business activity, the Buyer does not benefit from the right of withdrawal provided for under the French Consumer Code. Unsold items are neither taken back nor exchanged.

9.4 Warranty against hidden defects. The Products benefit from the statutory warranty against hidden defects (Articles 1641 et seq. of the French Civil Code). This warranty does not cover normal wear and tear, nor defects resulting from storage, care or use that does not comply with the care instructions shown on the labels.

The Seller's liability, on any basis whatsoever, is limited to the pre-tax amount of the order concerned. The Seller shall not be liable for indirect damages suffered by the Buyer, such as loss of operation, loss of revenue, loss of customers or damage to reputation.

The trademarks, designs, drawings, photographs, visuals and all elements of the website are the exclusive property of the Seller or its licensors. The Buyer is authorized to use the product visuals made available by the Seller solely for the purpose of reselling the Products, for the duration of the business relationship and provided they are not altered. Any unauthorized reproduction, imitation or use is prohibited and may result in legal action.

The Seller shall not be held liable for failure to perform its obligations in the event of force majeure within the meaning of Article 1218 of the French Civil Code and case law, including: natural disaster, fire, epidemic, labor dispute, blockage of transport or supply chains, failure of a supplier or subcontractor, or regulatory restriction on imports or exports. Obligations are suspended for the duration of the event; if it exceeds 30 days, either party may terminate the order in progress without compensation.

Data collected in connection with the business relationship (contact details, professional contact information, billing data) is processed by the Seller as data controller for the purposes of managing customer accounts, orders, invoicing and, where applicable, B2B commercial prospecting. It is retained for the duration of the business relationship, plus applicable statutory limitation periods.

In accordance with Regulation (EU) 2016/679 (GDPR) and the French Data Protection Act, data subjects have a right of access, rectification, erasure, objection, restriction and portability, which they may exercise at: contact@nais-paris.fr. For more information, please see the Privacy Policy page.

Special pricing and commercial terms granted to the Buyer are confidential and may not be disclosed to third parties.

Should any provision of these Terms be declared void or unenforceable, the remaining provisions shall remain in full force and effect. The Seller's failure to enforce any provision of these Terms at any given time shall not be construed as a waiver of its right to enforce it at a later date.

These Terms and the sales they govern are subject to French law, including for sales concluded with Buyers established abroad. The language of these Terms is French; in the event of translation, only the French version shall prevail. The application of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention — CISG) is expressly excluded.