Valid from: 15th February 2022

PREAMBLE

These General Terms and Conditions of Sale (hereinafter referred to as the "GTC") govern the retail sales of KOSHI brand products (hereinafter referred to as the "Products") between :

- KOSHI, a simplified joint stock company with a single shareholder, with a share capital of 400,000 euros, whose registered office is located at 7 avenue de Madrid - 66270 LE SOLER (France), registered with the Perpignan Trade and Companies Register under number 811 504 653, whose intra-community VAT number is FR17811504653 and represented by Mr Johannes KOLKMEIJER, duly authorised for the purposes of the present document

Hereinafter "the Seller",

And

- any natural person who is acting for purposes which are outside his or her trade, business, craft or profession,

Hereinafter referred to as "the Client",

If you do not fit this description, please contact us via our contact form in your personal area for more information on professional rates and delivery times.

The purpose of the GTC is to define the contractual relationship between KOSHI and the Customer and the conditions applicable to any purchase made through the Site.

KOSHI and the customer agree that the GTC shall exclusively govern their relationship. They apply to the exclusion of all other terms and conditions, in particular those applicable to sales in shops or through other distribution and marketing channels. They are available on the website: www.koshi.fr and shall prevail, if necessary, over any other version or any other contradictory document.

The acquisition of a product via the Site implies unreserved acceptance by the Customer of these terms and conditions of sale, which he acknowledges having read prior to ordering.

KOSHI reserves the right to modify the T&Cs at any time, in order to comply with any new regulations or in order to improve the use of its Site.

Therefore, the applicable conditions will be those in force at the date of the order by the Customer.

The products offered on the Site are exclusively intended to be sold to final consumers, whether natural or legal persons, to the exclusion of all resellers or intermediaries acting on behalf of resellers.

Therefore, the Customer affirms that he/she is acting as an end consumer and does not intend to resell the products purchased on the Site for commercial purposes.

To be able to make a purchase on the Site, the Customer must meet the following conditions:

· Have reached the age of legal majority in their country or have parental permission to make purchases on the Site;

· Have the legal capacity to contract;

By making a purchase, the Customer declares and confirms that he/she is acting as a consumer, in a non-commercial capacity, that he/she is of legal age and that he/she has the full legal capacity to enter into a contract with KOSHI.

KOSHI is not in a position to verify the legal capacity of its visitors and Clients.

Consequently, if a person who does not have legal capacity places an order on the Site, his or her legal guardians (parents, guardians, etc.) will assume full responsibility for this order and will have to pay the price.

KOSHI reserves the right to refuse any order that is clearly disproportionate, whose quantities would appear abnormal for a consumer or would seem to characterise a professional supply made for commercial purposes.

3.1 Characteristics of the Products

The Products offered for sale are those which appear on the Site and which are indicated by the "add to basket" option, unless exceptionally unavailable and within the limit of available stocks.

In accordance with article L.111-1 of the French Consumer Code, the Customer may, prior to the act of purchase, become aware of the essential characteristics of the Products he/she intends to purchase on the Site.

The information (properties, dimensions, musical characteristics, composition, precautions for use and maintenance) relating to all the Products is mentioned on the product sheet freely accessible by downloading from the Site.

Whilst every care is taken to ensure the accuracy of the information and descriptions of the Products and the data available on the Site, KOSHI cannot be held responsible for any non-substantial errors that may occur.

The photographs of the Products are provided for illustrative purposes only and are not contractual. The Customer is invited to refer to the description of each Product for its precise characteristics.

The photographs of the Products presented on the Site are as accurate as possible, but KOSHI cannot guarantee a perfect identity between these photographs and the actual corresponding Products.

These possible differences can in no way be interpreted as defects in conformity that could lead to the cancellation of the sale.

3.2. Availability of the Products

The Products are offered for sale on the Site within the limits of available stocks, availability being assessed at the time the order is placed.

If, despite the indications on the Site, one or more Products ordered are finally unavailable, KOSHI will inform you as soon as possible and will cancel the order for the said unavailable Products.

4.1. The Price of the Products

The sale price of the Products (hereinafter the "Price") is the one in force on the day of their purchase by the Customer.

The Price does not include the shipping costs of the Products, which will be indicated to the Customer at the time of purchase.

The Price is in Euros, including all taxes, taking into account the VAT applicable on the day of the order, excluding any other tax that may be applicable (hereinafter the "Prices") and applies on French territory.

Any change in the VAT rate may be reflected in the price of the Products without delay. The price in force is the one indicated on the Site, except for typographical errors for which KOSHI cannot be held responsible.

For all purchases intended for export outside the European Union and DROM-COM, for which delivery is ensured by KOSHI, the price will be automatically calculated before tax on the invoice.

It is the Customer's responsibility to comply with the national legislation of the country concerned and in particular to make any necessary declaration and to pay any local taxes, customs duties, import duties that may be required and which are under the sole responsibility of the Customer and at his expense.

KOSHI recommends that the Customer who is a national of a country outside the EU and the French overseas territories (DROM-COM) enquire about the applicable duties, taxes and declarations with the relevant local authorities before proceeding with any purchase of the Products.

The invoiced price is payable in full and in one instalment upon validation of the order.

KOSHI reserves the right to change the Prices at any time, it being understood, however, that the Price on the day of the order will be the only one applicable to the Customer.

The Customer may create a customer account either by clicking on the "Account" tab in the menu bar at the top of the Site or when placing an order.

It is necessary to fill in all the fields of the form and to accept the general conditions and the privacy policy.

It is the Customer's responsibility to provide only complete, accurate and up-to-date information and, if necessary, to subsequently modify any information that has become obsolete or erroneous via their account or by contacting customer service.

The creation of the account will be confirmed by sending an e-mail to the e-mail address that has been provided.

The account, the password and any other information allowing access to the account are strictly confidential information that the Customer undertakes not to communicate to third parties.

The Customer is solely responsible for the use made of his account by any third party in the event that he has communicated his access data or in the event of imprudence or negligence on his part.

The creation of an account allows the Customer to :

- track your orders and consult your order history;

- return or exchange Products;

- add or change delivery and billing addresses for future orders;

The Customer may deactivate his account at any time by sending an e-mail to Customer Service at contact@koshi.fr or by clicking on the "Contact" link.

After deactivating his account, the Customer is free to create a new account at any time.

KOSHI reserves the right to delete any account that does not comply with the Terms and Conditions.

The Customer may browse the Site freely without being bound by an order. It is not possible to purchase Products without first creating a customer account.

Any order placed on the Site is an order with an obligation to pay.

Any validation of an order implies acceptance of the prices and the description of the products in force on the day of the order.

To place an order, the Customer must follow the online purchase procedure, the main steps of which are as follows:

• Product Selection

At any time, the Customer can add Products to their selection by clicking on "Add to cart", and choose to finish shopping or continue browsing.

The Customer can consult his selection by clicking on the basket icon indicating the number of products selected located in the menu bar at the top of the Site.

In the basket, you will see: the photo(s) of the Product(s) and reference(s), the quantity(ies) chosen, its (their) unit price(s) including VAT, the estimated delivery costs and the subtotal of the selection.

The Customer can also choose the country of delivery and the method of delivery, which will calculate the amount of the delivery charges and therefore the total amount the Customer will pay.

• Finalizing the order

After selecting the Product(s) the Customer wishes to purchase, the Customer must click on "Order" to start the ordering process.

The creation of a customer account is essential to place an order.

The Customer is invited to either:

- to fill in the fields relating to the creation of a customer account and to accept the general conditions and the privacy policy;

- to identify themselves directly through their account by clicking on "Connection" and entering their email and password.

In both cases, the Customer must click on "Continue" to continue the order process.

• Validation of the delivery address

As the delivery address information has already been filled in, the Customer must check its accuracy and modify the information if necessary.

The Customer must then click on the "Continue" link.

KOSHI is free to choose the transport provider of its choice.

The Customer must then click on "Continue".

• Validation of the payment method and payment of the order

KOSHI offers the Customer the option of ordering and paying for Products by secure payment by credit card, bank transfer or cheque (cheques only for Customers residing in France).

Payment can be made from France or abroad using the following credit cards: Visa, Carte Bleue and Mastercard.

In the event of payment by credit card, the Client is redirected to the Monetico secure interface in order to enter his/her credit card details (card number, expiry date, name of the cardholder and the visual cryptogram on the back of the card) in complete security. All data exchanged between the Client and Monetico is protected against attempts at piracy.

In the case of payment by bank transfer, the Customer must include the invoice number as the transaction reference.

In the event of payment by cheque, the Customer must enclose by post, to the address indicated, the order form to be printed from the basket and a cheque for the amount of the order including VAT.

At the end of the ordering process described above and after having read and accepted the full T&Cs and Privacy Policy by ticking the box provided, you must click on the "Check Order" button.

At this stage, the Customer can still make any changes to the order, his contact details, delivery and billing address and his payment method.

After verification, the Customer must click on "Confirm Order".

By this action, the contract of sale will be definitively formed.

• Order confirmation

An order confirmation message will be displayed on the Site and a summary of the order will then be sent by e-mail with the GTC attached.

The acknowledgement of receipt will include the total amount of the order, information on the cost and delivery time, the essential characteristics, quantity and price of the Products purchased.

The Customer is advised to keep this acknowledgement of receipt on a paper or electronic medium. It is possible for the Customer to follow the progress of his order in his customer account.

All the data provided and the recorded confirmation will be considered as proof of the transaction.

KOSHI reserves the ownership of the Products until the amount of the order has been received by KOSHI.

KOSHI reserves the right to cancel or refuse any order from a Customer subject to the existence of a legitimate reason within the meaning of Article L121-11 of the Consumer Code.

In particular, KOSHI reserves the right to refuse or cancel any order that it considers fraudulent or that has been placed by a Customer who has not honoured a previous order.

The sale will be considered final after the Seller has collected the full price or accepted the deferred payment and sent the customer a confirmation e-mail, to which the GTCS will be attached.

For any question relating to the follow-up of an order, the customer can contact the seller at the following address: contact@koshi.fr. Or directly via our contact form accessible by clicking on the "Contact" tab located in the menu bar at the top of the Site.

The Products ordered by the Customer will be delivered to the address indicated by the Customer as the delivery address on the order ("Delivery Address").

KOSHI only makes home deliveries, excluding deliveries to post office boxes in France and abroad.

The Products are delivered to the address indicated by the Customer on the order form, and the Customer must ensure that this address is correct. Any parcel returned to the Seller due to an incorrect or incomplete delivery address shall be resent at the Customer's expense.

7.1. Home delivery

The parcel containing the ordered and paid products is delivered by Colissimo or DHL without a signature within 14 days of the order being processed.

The customer will be notified or delivered directly by Colissimo or DHL. In case of unavailability, the Customer has the possibility to reschedule the delivery at a later date or to change the place of delivery.

If the parcel is made available at a point of proximity, the Customer or the recipient of the order has the period indicated by Colissimo / DHL to collect the parcel. After this period, the package will be returned to KOSHI.

In this case, the Customer will be reimbursed for the amount of the order, minus any delivery costs, using the same payment method as for the purchase.

The electronic acknowledgement of receipt signed upon receipt of the package by the Customer, the recipient of the order or the person designated by the Customer or the recipient of the order, shall constitute proof of delivery by KOSHI and receipt by the Customer or the recipient of the order of the Products ordered. No dispute regarding the delivery itself is possible if the package appears to have been delivered, the carrier's flashing being the proof.

7.2. Verification of delivery

The Customer or the recipient of the order is invited to check the appearance of the parcel and the Products on delivery in the presence of the carrier in order to express any reservations regarding apparent defects (damaged or open parcel, missing or defective item, etc.).

In the event of any anomaly concerning the package or the Products due to transport, the latter must :

- Depending on the case: refuse the delivery if the delivery person is present, refuse the package if it is delivered in a relay or refuse to open the package if the delivery person is not present;

- Report the refusal to Customer Services by email to contact@koshi.fr within three working days of delivery;

- If necessary, take photographs of the defects found.

In the event of an apparent defect or non-conformity of the Product delivered with the order form (missing item), the Customer must notify KOSHI's customer service department within three working days of delivery of the defects observed by sending an email with acknowledgement of receipt or a registered letter with acknowledgement of receipt with photographs.

All risk of loss or damage to the Products passes to the Customer or the recipient of the order at the time you or a third party designated by you, other than the carrier offered by us, takes physical possession of the Products.

In the event of a defect making the Product unfit for use, the provisions of Article 9 of the GTC shall apply.

7.3. Delivery times

Except in cases of force majeure or during periods of closure of the online shop announced on the home page of the site, the delivery times will be, within the limits of available stocks, those indicated below.

For deliveries in metropolitan France, the delay is from 1 to 3 working days.

For deliveries in Europe, 2-5 working days.

For deliveries outside Europe 4-10 working days.

The delivery time starts from the date of registration of the order indicated on the order confirmation e-mail.

For information purposes, the average delivery time normally varies from 4 to 15 working days depending on the destination of the Products.

The seller undertakes to deliver the products within a maximum of 30 working days from the confirmation of the order, except in special cases of which the Customer will be informed (e.g. orders for personalised products).

For any order including Products requiring additional production time, the delivery time will be indicated in the order confirmation email.

In the event of non-compliance with the agreed delivery period, the customer shall request the Seller to dispatch the order within a reasonable additional period.

If the order has not been fulfilled by the end of this new period, the Customer may freely cancel the order.

In this case, the Seller is obliged to reimburse the customer for the entire amount paid, at the latest within 14 days of the date of the request to cancel the order.

8.1. Right of withdrawal for orders placed in the European Union

The Customer, as a consumer, has a right of withdrawal, without having to give reasons or pay penalties, which he can exercise via :

- the withdrawal form within 14 (fourteen) calendar days following the date of receipt or withdrawal of the Order pursuant to Article L.221-20-12 of the Consumer Code;

- by contacting KOSHI by email at contact@koshi.fr.

If this period expires on a Saturday, Sunday or public holiday, it shall be extended to the next working day.

KOSHI will acknowledge the withdrawal electronically.

The Price of the Products and the delivery costs (if applicable, when they have been paid by the Customer) will be refunded within 14 (fourteen) days to the bank account that made the payment.

The Customer who wishes to exercise his right of withdrawal must return the Products, at his own expense, within fourteen days at the latest of the exercise of the right of withdrawal.

Products must be returned in their original packaging, complete, new, unused and undirty.

If not, the refund will not be possible.

Except in the case of a return due to the delivery of Products that do not conform to the Products ordered, or the delivery of a damaged Product, the cost of returning the Products is and remains the responsibility of the Customer, and will be deducted from the amount refunded to the Customer in the event of a refund.

8.2. Right of withdrawal for orders made outside the European Union

For any order made outside the European Union, the Customer will have the possibility of exercising his right of withdrawal within a period of fourteen days from the receipt of his order.

The costs of delivery of the order, of returning the Products ordered as well as any customs duties are and remain at the expense of the Customer, which will be deducted from the price of the returned Product in the event of a refund.

Products must be returned in their original packaging, complete, new and undamaged.

KOSHI will only reimburse the price in Euros of the Products ordered returned in their original package in perfect condition within fourteen days of receipt of the returned Products, with delivery costs, customs clearance, taxes, customs duties and any exchange rate variations remaining at the Customer's expense.

KOSHI is subject to the legal warranty conditions set out in Articles L.217-3 to L.217-17 of the French Consumer Code and Articles 1641 and 1648 of the French Civil Code, which allow the Customer to return defective or non-compliant Products.

9.1 Legal guarantee of conformity

The Customer may avail himself/herself of the legal guarantee of conformity of the Products offered for sale on the Site, in accordance with Articles L.217-3 to L.217-17 of the French Consumer Code.

Reminder of the provisions of the Consumer Code :

Article L.217-3

"The seller shall deliver goods that comply with the contract and the criteria set out in Article L. 217-5. He shall be liable for any lack of conformity existing at the time of delivery of the goods within the meaning of Article L. 216-1, which appear within a period of two years from the delivery.

Article L.217-4

"The good is in conformity with the contract if it meets, in particular, the following criteria, where applicable:

1° It corresponds to the description, type, quantity and quality, in particular as regards functionality, compatibility, interoperability or any other characteristic provided for in the contract;

2° It is fit for any special purpose intended by the consumer, made known to the seller at the latest at the time of the conclusion of the contract and accepted by the latter;

3° It is delivered with all accessories and installation instructions, to be provided in accordance with the contract;

4° It is updated in accordance with the contract.

Article L.217-7

"Defects of conformity which appear within twenty-four months of delivery of the goods, including goods with digital elements, shall, in the absence of proof to the contrary, be presumed to have existed at the time of delivery, unless this presumption is incompatible with the nature of the goods or of the defect claimed.

For second-hand goods, this period is set at twelve months.

Where the contract for the sale of goods with digital components provides for the continuous supply of digital content or a digital service, any lack of conformity which appears at the time of delivery of the goods shall be presumed to exist:

1° During a period of two years from the delivery of the goods, when the contract provides for this supply for a period of less than or equal to two years or when the contract does not determine the duration of the supply;

2° During the period in which the digital content or service is provided under the contract, where the contract provides for such provision for a period exceeding two years.

Article L.217-8

"In the event of lack of conformity, the consumer shall be entitled to have the goods repaired or replaced or, failing that, to have the price reduced or the contract rescinded, in accordance with the conditions set out in this Subsection.

The consumer shall also have the right to suspend payment of all or part of the price or the delivery of the benefit provided for in the contract until the seller has fulfilled his obligations under this chapter, in accordance with Articles 1219 and 1220 of the Civil Code.

The provisions of this Chapter shall be without prejudice to the award of damages.

9.2 Legal guarantee against hidden defects

The Customer may also avail himself/herself of the guarantee for hidden defects in the Products offered for sale in accordance with articles 1641 to 1648 of the Civil Code.

Reminder of the provisions of the Civil Code :

Article 1641

"The seller is bound by the warranty for hidden defects in the thing sold which make it unfit for the purpose for which it was intended, or which so diminish that use that the Customer would not have acquired it, or would have given only a lower price for it, if he had known about them.

Article 1648

"The action resulting from redhibitory defects must be brought by the purchaser within two years of the discovery of the defect.

9.3 Products excluded from legal guarantees

The following are excluded from coverage:

-Products to which the Customer has made changes;

-Products damaged due to improper use by the Customer.

9.4 Implementation of legal guarantees

KOSHI shall not be liable under the GTC if the non-fulfilment of its obligations is attributable to the act of a third party, to the fault of the Customer or to an event of force majeure as defined in Article 1218 of the Civil Code.

The Client undertakes to :

- use the Site lawfully, in accordance with the legal and regulatory provisions in force and the purpose of the Site;

- not to interfere with or interrupt the normal operation of the website.

It is strictly forbidden to :

- reproduce, duplicate or counterfeit a Product in any way;

- resell the Products purchased on the Site.

KOSHI reserves the right to cancel or inactivate any unauthorised resale of a Product without liability to the offending Seller or the Customer.

All intellectual property rights relating to the elements of the Site are reserved to KOSHI.

The GTC do not imply any transfer of intellectual property rights of any kind to the customer.

Any use, in whole or in part, of an element of the Site, not expressly authorised in advance by KOSHI, is prohibited and constitutes an infringement.

The customer undertakes not to use, copy or modify these documents in any way that would infringe KOSHI's industrial and intellectual property rights.

The customer is not allowed to reproduce, exploit, distribute, modify or use in any way whatsoever, even partially, the intellectual property rights of KOSHI, without its prior written consent.

KOSHI collects personal data from the Customer and, if applicable, from the recipient of the order.

The purposes, recipients and conditions under which KOSHI collects and processes personal data are set out in the Site's Privacy Policy and Cookie Usage Policy.

13.1. Evidence and register

The computerized registers, kept in KOSHI's computer systems, will be considered as written proof of communications, acceptances and management of orders, unless proven otherwise.

13.2. Archiving

In accordance with Article L.213-1 of the French Consumer Code, KOSHI shall ensure that the written record of the Customer's order for an amount equal to or greater than 120 Euros is kept for a period of ten years from the delivery of the order and shall guarantee the Customer access to it at any time during this same period by simple request by email or by post to the address of KOSHI.

13.3 Copy of the GTC

The Customer has the option of saving and editing the T&Cs using the standard functions of his browser and via a "copy/paste" operation.

KOSHI shall be released from its contractual obligations in the event of force majeure or an unforseeable event.

Pursuant to Article 1218 of the Civil Code, events beyond the control of the Parties, which they could not reasonably be expected to foresee, and which they could not reasonably avoid or overcome, are considered to be force majeure or fortuitous events, insofar as their occurrence renders the performance of the obligations totally impossible.

In such circumstances, KOSHI shall notify the Customer in writing, in particular by e-mail, within 72 hours of the date of occurrence of the events, the contract between KOSHI and the Customer being suspended automatically without compensation, as from the date of occurrence of the event.

If the event lasts for more than 30 (thirty) days from the date of its occurrence, the sales contract concluded by KOSHI and the Customer may be terminated by the more diligent Party, without either Party being entitled to claim damages.

This termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt denouncing the said sales contract.

15.1 Integrity of the sales contract

The GTC and the order summary sent to the Customer form a contractual whole and constitute the entire contractual relationship between the two Parties.

In the event of any contradictions between these documents, the GTC shall prevail.

15.2. Non-waiver

The fact that KOSHI does not at any time require performance of any of the provisions of the GTC shall not be construed as a waiver of the right to invoke such non-performance in whole or in part at a later date.

15.3. Validity of the General Terms and Conditions of Sale

If any of the provisions of the GTC are declared null and void in whole or in part by a court of law in application of a regulation in force, the other provisions and the other rights and obligations arising from these GTC shall remain unchanged and shall remain applicable.

15.4. Language of the contract

The GTC are written in French. In the event that they are translated into one or more foreign languages, only the French text shall be deemed authentic in the event of a dispute.

For any difficulties, the Customer is invited to contact KOSHI by e-mail: contact@koshi.fr.

If no amicable resolution is reached, the Customer may, if he so wishes, request mediation under the conditions stipulated in Article 17.

17.1 Prior complaint - KOSHI Customer Service

In the event of a dispute, the Customer must address his complaint first to KOSHI's Customer Service Department:

- By telephone (Monday to Friday, 8am to 4pm) on 04 11 64 53 33 ;

- By post: KOSHI - Customer Service: 7 Avenue de Madrid - 66270 Le Soler ;

- By email: contact@koshi.fr ;

- Via the contact form accessible from the Site.

17.2 Request for mediation

The Customer may have recourse to a mediator for any dissatisfaction after having previously addressed a complaint to KOSHI in accordance with the terms and conditions stipulated in article 16 of these GTC.

In the event that the request for a complaint to the customer service fails or in the absence of a response from this service within one month, the Customer may have recourse free of charge to a consumer mediator in accordance with Articles L152-1 of the Consumer Code.

A list of approved mediators is available on the consumer mediation website at http://www.economie.gouv.fr/mediation-conso.

In addition, the Customer has the possibility to file a complaint via the Online Dispute Resolution platform (the "ODR" platform) accessible through the link below:

https://webgate.ec.europa.eu/odr/main/?event=main.home.show&lng=FR

In the event of failure to appoint a mediator or the mediation itself, the most diligent party may refer the matter to the competent court.

The Parties remain free:

• to accept or refuse the use of mediation

• in the event of recourse to mediation, to accept or refuse the solution proposed by the mediator.

The use of mediation is an alternative mechanism which is not a prerequisite for legal action.

The provisions of the GTC are subject to French law regardless of the country of residence of the Customer and/or the place of issue of the order, subject to the mandatory rules of the country of residence of the latter.

Any question relating to the GTCs and the sales they govern, which is not dealt with by the present contractual stipulations, will therefore be governed by French law, to the exclusion of any other law, with the exception of the mandatory rules of the Customer's country of residence.

The GTC and the prices applicable on the day of the order are expressly agreed and accepted by the Customer, who declares and acknowledges that he has full knowledge of them, and therefore waives the right to rely on any contradictory document.