GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY

1. GENERAL PROVISIONS

1.1 Definitions

Where stated, the following words have the following meanings:

"SELLER": Celine Roelens BV, the company incorporated under Belgian law with its registered office in Ghent, registered with the Crossroads Bank for Enterprises under number 0820 109 858.

"BUYER": any company or natural person who uses the services of the SELLER for the purpose of purchasing watches and/or jewelry and/or other goods.

1.2 Scope of Application

1.2.1. These general terms and conditions of sale and delivery exclusively govern all pre-contractual and contractual relations between the BUYER and the SELLER. The BUYER expressly waives its own general terms and conditions.

1.2.2. In order to be valid, any deviation from these terms and conditions must receive prior written acceptance by the SELLER. This deviation is only valid for the specific sale or delivery for which it has been agreed upon.

1.2.3. By placing an order, the BUYER acknowledges that he has effectively read the SELLER's general terms and conditions and accepts them fully and unconditionally.

1.2.4. If an article of these general terms and conditions is declared null and void or inapplicable, this nullity or declaration shall not affect the validity of the other articles and provisions.

1.2.5. These terms and conditions should never be interpreted to the detriment of the SELLER.

2. OFFERS

All offers of the SELLER are without obligation. The SELLER is only bound by an offer when an order form/delivery note has been signed by the SELLER or confirmed by e-mail, SMS, WhatsApp, or by means of a deposit.

CONCLUSION OF THE AGREEMENT

The agreement is concluded when the order has been delivered.

3. PRICES

3.1. General

Unless otherwise agreed in writing between the SELLER and the BUYER, the watches and/or jewelry and/or other goods will be invoiced at the price in force on the day of delivery. Prices are based on the EURO exchange rate valid on the day of delivery. The gold price is determined on the day of delivery.

3.2. Price Adjustment

The SELLER reserves the right to change prices without prior notice in the event of an increase in one or more cost price factors (e.g. an increase in taxes, excise duties, purchase prices, gold rate, dollar rate, prices of diamonds, and in general any fluctuations in foreign currencies, etc.).

4. PAYMENTS

4.1 General

Unless otherwise agreed in writing between the SELLER and the BUYER and subject to the application of clause 5.2, all invoices/delivery notes/payment requests of the SELLER shall be payable immediately without discount on the day of delivery of the watch(es) and/or jewelry and/or other goods. The valid postal date is the date stated on the invoice/delivery note or the payment request itself.

4.2 Non-Payment

If the BUYER does not pay by the due date of the invoice:

The BUYER is automatically considered to be in default vis-à-vis the SELLER, and the SELLER has the right to consider the relevant contract as cancelled (see section 11 below), without prejudice to the SELLER's other rights in accordance with the legal provisions and in accordance with the contract.

Any invoiced amount shall automatically be increased by an interest rate of 1% per month, payable to the SELLER until the day of full and actual payment, without any formal notice from the SELLER to the BUYER. Each month started is considered a completed month.

The BUYER will be liable for a fee of 10% of the invoiced amount, with a minimum of €125 per invoice, without the need for formal notification from the SELLER to the BUYER. In addition, all possible legal costs are borne by the BUYER.

The BUYER loses the benefit of any possible discount.

If the BUYER does not pay on the due date/delivery day of the delivery note or payment request, the SELLER has the right to postpone the day of delivery of the watch(es) and/or jewelry and/or other goods until the moment the full sales amount including VAT has been paid, for a maximum period of 14 days. If the BUYER does not transfer the amount within 14 days, the BUYER will not be able to reclaim the advance payment of 30% of the total purchase price including VAT from the SELLER.

This does not apply to custom-made jewelry or jewelry that has already been adjusted during the ordering process (sizing rings, placing a bridge in rings, engraving, adjusting the length of necklaces, etc.); in such cases there is a full purchase obligation on the part of the BUYER to the SELLER for the full purchase price including VAT.

As long as the BUYER does not pay or fails to comply with any other obligation, the SELLER has the right to suspend the performance of its own obligations, without prejudice to the application of Article 11 in relation to the cancellation of the contract. If the SELLER is obliged to outsource the claim against the BUYER, both the legal and extrajudicial collection costs will be borne in full by the BUYER, who will be deemed to agree to extrajudicial costs of 15% of the amount claimed, with a minimum of €100, without the need for formal notification.

4.3 Disputing an Invoice

The invoice must be disputed within seven (7) days of receipt, failing which the dispute has no value. To be admissible, the invoice must be disputed in detail and sent to the SELLER by registered mail.

5. DELIVERY

5.1 Delivery takes place when the BUYER has signed or confirmed receipt of the purchase order/delivery order via e-mail, SMS, or WhatsApp and when the full purchase price including VAT has been paid. From that moment on, the risks are borne by the BUYER.

5.2 The SELLER has the right at all times to request a guarantee from the BUYER with regard to the fulfilment of its obligations. At the same time, the SELLER has the right to suspend delivery as long as the BUYER has not provided this guarantee.

5.3 The SELLER has the right to suspend delivery as long as the BUYER has not fulfilled its payment obligations in respect of previous deliveries.

5.4 The SELLER reserves the right to make partial deliveries if only part of the ordered goods can be delivered.

5.5 Delivery times are not binding, but purely indicative. Except in the cases set out in subsection 5, the specified delivery dates do not constitute an essential provision of the agreement. Although every effort is made to meet delivery dates as much as possible, the SELLER is never liable for the consequences of delays.

In the event of a delay, the SELLER is not obliged to compensate the BUYER in any way or to deliver from stock.

If the BUYER considers the delivery dates to be essential, the BUYER must expressly communicate this in writing to the SELLER at the time the contract is concluded.

If the SELLER does not comply with the delivery date, the BUYER has no right in any way to leave the invoice/delivery note or payment request unpaid, to cancel the order, to refuse receipt of the watches and/or jewelry, to suspend the agreement to the detriment of the SELLER, or to demand total or partial cancellation.

5.6 The SELLER shall have the transported goods insured against loss and theft. Goods returned by the BUYER are transported at the risk of the BUYER.

6. RETENTION OF TITLE

All goods delivered by the SELLER remain its property until full payment of the purchase price, including VAT and any interest and costs, has been made.

Without prejudice to the rights of the SELLER in accordance with Article 5.3 and in the event of non-payment of the full purchase price, the SELLER is entitled to take back the delivered goods immediately and automatically, without any formality and at the expense of the BUYER.

7. COMPLAINTS

7.1 General

All complaints relating to the defects set out in Articles 7.2 and 7.3 shall only be admissible if:

The goods are still in the same condition as at the time of delivery and have not yet been used, sold, or rented. This does not apply to jewelry that has already been modified during the ordering process (sizing rings, placing a bridge in rings, engraving, adjusting the length of necklaces, etc.).

The BUYER has not carried out any repairs, modifications, manipulations, or additions to parts or other interventions on the delivered goods.

The BUYER has fulfilled its payment obligations.

No complaints can be made regarding special orders, custom-made jewelry, or jewelry that has already been modified during the ordering process (sizing rings, placing a bridge in rings, engraving, adjusting the length of chains, etc.); the BUYER cannot refuse these goods.

The BUYER may not return any goods without the prior written consent of the SELLER. The costs of returning the goods are borne by the BUYER.

In the absence of a complaint filed pursuant to Articles 7.2 and 7.3, the BUYER shall be deemed to have accepted the goods.

7.2 Visible Defects on Delivery

The BUYER is obliged to check the goods immediately after delivery. The BUYER must verify that the delivery corresponds to the order and that there is no visible damage to the goods and/or packaging. If there are any issues in this regard, the BUYER must immediately notify the SELLER in writing. Any complaints made at a later date about visible defects are inadmissible, which the BUYER accepts.

Filing a complaint does not suspend the BUYER's obligation to pay.

The SELLER will make every effort to ensure that the delivery matches the order.

7.3 Defects That Could Not Be Identified at the Time of Delivery

All complaints relating to defects that could not be identified upon delivery must be reported to the SELLER by registered letter within seven (7) days of delivery, unless expressly and contractually provided otherwise. Any complaints made at a later date are inadmissible, which the BUYER accepts.

The SELLER is not responsible for damage that the BUYER could have avoided by checking that the delivery was correct and that the delivered goods were in good condition before use.

Filing a complaint does not suspend the BUYER's obligation to pay.

The SELLER's warranty is limited to defects that are directly attributable to a design, product, or component fault. This warranty is limited to the provision of replacement goods or parts, excluding costs such as transportation, hourly wages, etc.

8. LIABILITY

The SELLER shall not be liable for any form of damage suffered by the BUYER or any third party, directly or indirectly arising out of or in connection with the goods and/or services provided by the SELLER, except in the case of deception or serious misconduct by the SELLER. The SELLER shall not be liable for any damages resulting from the use or inappropriate use of the goods supplied by the SELLER. The SELLER shall not be liable for any damage caused to the BUYER's personnel, any business interruption, or any other kind of damage. These limitations of liability apply whether or not the goods have been paid for by the BUYER. The BUYER shall fully indemnify the SELLER against any claims by third parties in respect of goods related to the performance of the contract and which are in the possession of the SELLER and/or the BUYER. This also applies in the event of claims for damages directly related to the goods and/or services provided by the SELLER.

If the SELLER is nonetheless required to compensate for damages, the compensation will never exceed 50% of the invoice amount.

9. FORCE MAJEURE

In the event of force majeure, the performance of the contract will be suspended as long as the force majeure situation makes it impossible for the SELLER to perform the contract, without prejudice to the SELLER's right to cancel the contract without judicial intervention, in which case the BUYER will only be obliged to pay reasonable compensation for the services already provided. Default by the supplier, regardless of the reason, is also considered force majeure. If the force majeure situation is of a permanent nature, the parties may come to an arrangement regarding the cancellation of the agreement.

10. CANCELLATION (TERMINATION)

The agreement to which these terms and conditions apply shall be cancelled immediately without any formal notice or legal intervention in the event that:

The BUYER is involved in proceedings relating to bankruptcy, debt restructuring, liquidation, or other similar proceedings, or in the event of a clear lack of funds on the part of the BUYER; or

The goods and/or property of the BUYER have been seized.

In all other cases, and in particular when the SELLER has doubts about the solvency of the BUYER and/or when the BUYER fails to meet any of its obligations, the contract may be automatically cancelled by the SELLER, without legal intervention, five (5) days after formal notification, while retaining all rights of the SELLER, including the right to compensation. If the SELLER has already provided some relevant services based on the BUYER's orders, the SELLER will — in the event of cancellation of the agreement — be appropriately compensated by the BUYER for all related lost income, costs, and losses. The financial compensation amounts to at least 30% of the invoiced amount. If, on the other hand, no relevant services have been provided in relation to the BUYER's orders, the BUYER shall, in the event of cancellation of the contract due to its fault, owe the SELLER compensation of 30% of the total contractual amount for all costs, including administrative costs to be borne by the SELLER.

11. JURISDICTION AND APPLICABLE LAW

All agreements concluded with the SELLER and these general terms and conditions are exclusively governed by Belgian law. In accordance with Article 6 of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980, the application of this Convention is expressly excluded. All disputes relating to the conclusion, execution, or interpretation of these general terms and conditions and the agreements between the SELLER and the BUYER, and deliveries, shall be settled exclusively by the courts and tribunals of the judicial district of Ghent.

Celine Roelens BV — Lange Kruisstraat 14 — 9000 Ghent — Belgium — RPR Ghent — VAT BE 0820 109 858 T +32 (0)9 335 04 03 — M +32 (0)475 86 10 24 — info@celineroelens.be