The present Terms and Conditions of Sale (the “T&C”) are agreed upon between the company ARCADE (“AHK”) and any other individual or legal entity acting as the professional Client (reseller or end Client), and, making a purchase on the online shop (the “Client”) accessible at the address http://www.ahk-prod.com (the “Site”) or by any other means (letter, telephone, email, etc …).

1. VENDOR DESCRIPTION

ARCADE, simplified public limited company with a capital of 7.622,45 €, unique ID number 398 658 856 RCS Colmar, head office location ZA Les Erlen – 16, rue des Merisiers, 68290 Wettolsheim (France), intra community VAT number FR45 398 658 856, e-mail: contact@ahk-prod.com, telephone: +33 (0) 389 419 689.

2. ACCEPTANCE OF THE T&C

Prior to any order, the Client agrees having acknowledged these T&C, it being understood that accepting the offer and the order confirmation specifically implies full and unconditional acceptance of the present T&C, which remain available on the Internet site as well as on both the offers and invoices. These T&C will prevail over any other conditions appearing in contradictory documents, notably the general purchasing terms and conditions of the Client, the purchase constituting acceptance of these T&C. The present T&C may be modified at any moment and without prior notice. The new T&C will be readily effective on the date of posting on the Site. In the event the T&C are modified, the applicable T&C are those in force on the specific order date. The T&C are written in French in their original version, which will take precedence and prevail over any other version.

3. PRODUCTS OFFERED BY AHK

AHK is specialised in creating and marketing custom promotional products (hereinafter referred to as the “Products”). The Products are proposed on various communication supports (catalogues, price lists, Internet site) intended specifically for media object retailers. However, AHK can create, develop, and produce other products which is why the Client is encouraged to contact AHK for any projects to design objects in metal, PVC, embroidery, resin, etc, to manufacture medals, 3D objects, magnets, or other creations. All the Products are designed in France (client and production file). The manufacturing is undertaken mainly in Asia by companies chosen for their technical qualities and dependability. The AHK office in Hong Kong carries out regular production audits to guarantee quality goods and timeliness at the best market prices.

Pursuant to Article R.541-173 of the French Environmental Code, the unique identifier number (IDU) is FR022660_066BCW.

4. PLACING AN ORDER

It is specified that in order to place an order, the Client must first have their account creation approved by AHK's sales department. The Client can then track their order on the Site by logging into their client space. The order can be modified at any time until the final validation of the proof (BAT) by the Client. This final acceptance occurs after the BAT is validated and the order confirmation is sent by AHK to the Client. The order only becomes final when it has been accepted by AHK. AHK reserves the right to refuse any order, particularly if it is abnormal, non-compliant with these GTC, or in case of previous failure by the Client to meet their obligations. The information provided by the Client at the time of ordering is the sole responsibility of the Client. In case of an error in the Client’s contact details, AHK cannot be held responsible for any inability to deliver the product. Any order implies acceptance of the prices and product descriptions.

4.1 Ordering Priced Products

The AHK website and some additional communication materials list the products offered to the Client, for which pricing is established and fixed according to our GTC. The process described below applies to ordering these Products:

• Sending a written document by the Client describing the Products, their quantity, the delivery address, and the desired delivery time. If a commercial offer has been issued by AHK, the reference number related to this offer must be communicated.

• Receipt by AHK of the documents and files necessary for production in accordance with Article 5.1.

• If applicable, creation of a product mock-up by AHK, sent to the Client who must acknowledge receipt.

• Preparation of a proof (BAT) for the ordered Products.

• Validation of the BAT by the Client according to the provisions of Article 5.3.

• Order confirmation sent by AHK to the Client (mentioning the price of the Products, the amount of the discount described in Article 6.2, if applicable, the delivery time, payment conditions, the address and delivery and transport fees, packaging fees if applicable, storage fees, reconditioning fees, PAO/DA0 fees, etc.). Only the price mentioned in the order confirmation is binding.

• Issuance of a deposit invoice by AHK sent to the Client according to the terms of Article 6.3.

• Production of the Products.

• Receipt of the Products by AHK.

• Issuance of a delivery note for each Product order.

• Issuance of the invoice (depending on the Client's payment conditions, the invoice may be issued at other stages of the process).

• Payment of the invoice by the Client.

• Receipt of the merchandise by the Client’s recipient.

4.2 Ordering Non-Priced Products

The Client may also order fully custom Products, for which pricing cannot be established in advance due to their technical complexity and/or variable characteristics. The process applicable to ordering these Products is described below:

• Sending a request by the Client describing the Product, quantity, delivery address, and desired delivery time. This request may be sent via email or through a dedicated form on our website.

• Issuance of a quote by AHK sent to the Client. Only the price mentioned in the quote is binding, and for the validity period indicated on the quote.

• Acceptance of the quote by the Client.

From the moment the Client accepts the quote, the order process described in Article 4.1 will apply to the order.

4.3 Re-Order

In the case of a re-order request, the tools and molds, if necessary for production, are kept and reusable for a more or less long period depending on the Products. The retention information is indicated, if applicable, on the order confirmation sent by AKH Productions. Except for technical printing costs, tools are generally valid for a period of two years. The retention period of these tools is understood from the product creation date, at the time of the first order. Technical printing costs (screen printing, offset, sublimation...) are generally valid for a single production only.

5. PRODUCT PRODUCTION TERMS

5.1 Documents and Files Required for Production

The Client provides AHK with the following documents and files for the production of the Products:

• A ready-to-use visual in color or black and white with indications of color placement. No annotations should appear on the visual. Colors should be communicated using Pantone references.

• A vector file in "AI" or "EPS" format with vectorized fonts. The Client may consult the PAO/DAO service for any information.

If such necessary documents and files for production are not provided, the Client may request AHK's design studio service to create and produce the visual elements of their project.

5.2 Processing of Documents and Files Provided by the Client

The integration and processing of the logo/image vector provided by the Client, in accordance with Article 5.1, is free of charge if it complies with AHK's technical constraints, as described in the quote and mentioned on the website. In case of difficulty in processing and/or vectorizing the logo/image provided by the Client, AHK will inform the Client prior to starting work. The graphic services related to the processing of documents and files provided are charged as follows:

Typology Price

Vector file compliant with AHK’s technical constraints FREE

Vector file with minor adaptations/recomposition according to a scheme (less than 1/2 hour) €20

Simple non-vector file to be redrawn (1 hour) €40

Complex non-vector file to be redrawn (1-2 hours) €60

Design-creation work based on an idea/inspiration, with or without a visual Consult AHK

From the 3rd modification request of the BAT €5

5.3 Validation of the Proof (BAT)

Following the Client’s request for the Product creation and within 7 days of receiving all necessary production documents listed in Article 5.1, AHK will send the Client a proof (BAT) of the Product. The Client will have 15 days to validate the BAT from the date of its receipt. In the case of a modification request, changes will be considered within 7 days following the receipt of the request by AHK. The Client will then have a new 15-day period to validate the modified BAT from the date of its receipt. The Product production process begins upon validation of the BAT.

6. PRODUCT PRICES

6.1 Standard Product Prices

The prices of the Products are fixed at the time of order and are understood as unit prices, net, excluding taxes, in euros. Consequently, they will be increased by the applicable VAT rate on the day of the order. Delivery costs include air consolidation importation between Hong Kong and mainland France. These costs can be reduced if imported by sea (conditions available upon request). For products manufactured in Europe, the pricing also includes land transport between the manufacturing country and mainland France. For orders shipped to a country outside the European Union, the price will be automatically calculated without taxes on the invoice, except in special cases. Any order delivered outside mainland France may be subject to additional charges, as well as customs duties and other potential taxes imposed when the package reaches its destination, with the Client acting as the importer of the concerned product. These duties and taxes related to the delivery of the product are the responsibility of the Client. AHK is not required to verify or inform the Client of the applicable customs duties and taxes. It is the Client's responsibility to inquire with the competent authorities in their country.

The prices of the Products include standard packaging and conditioning costs. In the event of a special packaging request by the Client, an additional cost may be applied by AHK.

6.2 Product Pricing

Clients may benefit from a special discount, deductible from all the prices mentioned on the AHK website and communication materials. Additionally, AHK will provide its clients with:

• A "recommended retail price" to be applied when selling to potential final buyers.

• Product sheets from the website consisting of net sales prices excluding VAT.

These prices are subject to change at any time.

6.3 Price Determination & Variability

• Price Variability: The price indicated at the time of order placement is calculated based on the information provided by the Client and the selected parameters (such as quantity, customization options, delivery times, exchange rates, etc.). Any modification of these parameters after the order confirmation may result in a price adjustment.

• Adjustment Based on Specifications: The final price may be re-evaluated if the order specifications change during the order process, if errors in the initial information are identified, and/or if adjustments are requested by the Client.

• Taxes and Additional Fees: The price may also be adjusted based on applicable taxes, delivery fees, or any other additional charges not initially included in the displayed price.

• Acceptance of Pricing Conditions: By placing an order, the Client agrees that the final price may be modified based on the parameters and conditions mentioned above. Any price modification will be communicated to the Client.

6.4 Payment Terms

Unless otherwise specified, once the order is confirmed, AHK will send an invoice to the Client, setting the payment deadline to be respected. In any case, payment for the order is required in full before delivery. For any order exceeding €1,500.00 excluding VAT for delivery within mainland France and €1,000.00 excluding VAT for delivery outside mainland France, a deposit of 30% of the total order price is required. In certain situations, particularly in the absence of credit insurance or due to a previous payment incident, AHK reserves the right to require a deposit greater than 30% of the total order price. Production will only begin after receipt of the said deposit. The balance is payable before delivery, unless special conditions related to account opening are applied, in accordance with the provisions of Article 19. For any order equal to or greater than €5,000.00 excluding VAT, validation of a product prototype—either in person or via photo—and its related costs, are mandatory before mass production. Any amount not paid by the due date will result in the Client paying penalties set at three times the legal interest rate. In accordance with Article L.441-6 of the French Commercial Code, these penalties are due automatically upon AHK’s request. Furthermore, AHK reserves the right to seek a competent court to compel compliance, with a daily penalty for each day of delay and without prejudice to any additional claims for damages. Additionally, a fixed fee of €40 will be claimed by AHK from the Client to cover the collection costs incurred by AHK due to late payment. No discount is accepted for payment upon receipt of our invoices.

7. DELIVERY OF PRODUCTS

All products are delivered to Clients at their own risk. For orders below €500 excluding VAT, transportation costs are the responsibility of the Client within metropolitan France. For deliveries to the DOM-TOM and the rest of the world, transportation costs are also the Client's responsibility. The delivery is deemed to have been made when the products are made available to the first carrier. The Client guarantees that their facilities are accessible to all road carriers. Delivery times mentioned at the time of the order are indicative and apply after the Client has approved the proof of approval (BAT). A delay in delivery will only result in order cancellation after a formal notice has been sent to AHK by registered letter and remains unanswered within 15 days of receipt. The Client must provide accurate and complete shipping/delivery information to AHK with their order. The Client is solely responsible for providing AHK with any modifications to this information in writing at least 20 days before the scheduled delivery date to avoid any delay or loss of the order. The Client agrees to take delivery within a maximum of 60 minutes (time elapsed from presentation to departure of the road carrier). Beyond this period, the Client may be subject to a penalty of €50.00 per hour of delay. In the case of direct delivery to the Client's end buyer, AHK will send the Client, by mail, 2 copies of the delivered merchandise for reference, unless otherwise specified. This service is billed at a flat rate of €10.00 excluding VAT, plus the cost of 2 samples if their net unit price is equal to or greater than €2.00 excluding VAT. The products comply with the regulations in force in France. AHK's responsibility cannot be engaged in the event of non-compliance with the legislation of the country where the product will be delivered. It is the Client's responsibility to check with the local authorities in the country of delivery regarding the possibilities of importing or using the products they intend to order.

8. CLAIMS (NON-DELIVERED / LOST / DAMAGED / NON-COMPLIANT PRODUCTS)

In cases where products are damaged, lost, or non-compliant, it is the responsibility of the Client or the recipient of the products designated by the Client, as the recipient of the products, to verify them and: (I) make any reservations immediately upon pickup or on the carrier’s delivery note; and (II) send a claim by email, followed by a written confirmation sent by registered letter with acknowledgment of receipt (LRAR) to AHK's sales department within 3 days of pickup or delivery. After this period, no claim will be accepted, regardless of AHK’s fault.

Any claim must be supported by tangible evidence, such as photographs sent to AHK. If claims are made, the Client must keep the products so that AHK can inspect them directly or through a specifically designated expert, at AHK’s discretion. No claim will be considered valid if the products have not been retained by the Client. Reasonable differences between displayed models and sold products are accepted by the Client without any claim for damages. AHK will refuse any claim concerning products that have been used improperly or for which no reservations or claims have been made within the specified timeframes. It is expressly stated that products are delivered with a variance of plus or minus 5% of the quantities ordered, which the Client expressly accepts. In the event of a non-compliance of products sold by AHK that is unequivocally attributable to AHK and recognized as such by both Parties, AHK agrees to repair or replace the defective products, as it deems most appropriate, as soon as possible. The products must be returned as instructed by AHK, and if the products cannot be repaired or replaced, a credit note will be issued by AHK. The Client may never, on the grounds of a claim, withhold all or part of the sums owed to AHK or make any compensation to their benefit. It is expressly agreed that AHK's total liability is limited to the replacement or repair of defective products or the issuance of a credit note.

9. CLIENT RESPONSIBILITY AND WARRANTY

The Client guarantees that they hold the necessary rights for the production of the Products, including the reproduction of brands and logos appearing on the Products created at their request. Thus, the Client agrees to provide, as soon as possible upon AHK’s request, any document proving their rights to the trademarks or any other protected rights for which reproduction has been requested, or express authorization from the rights holder to do so. Under this warranty, the Client shall bear all expenses, additional costs, and other consequences resulting from a breach of this warranty. In this regard, AHK shall not be held liable for any non-delivery of the Products, particularly due to customs retention procedures, and the Client will remain liable for the full payment of the order. AHK strongly advises the Reseller to obtain an equivalent certificate from the end buyer.

10. INTELLECTUAL PROPERTY RIGHTS ON THE PRODUCTS

10.1 Production of Products without Creation by AHK

In the event that all creative documents necessary for the production of the Products have been provided by the Client and no creative work has been performed by AHK, the intellectual property rights on the Products belong to the Client. The mold or support used for the production of the Products may not be used by AHK to manufacture Products for other clients beyond the Client. However, the Client waives any claim to the material ownership of the mold, which is held by AHK's supplier and may be destroyed within 2 years following the Client’s receipt of the Products. Thus, AHK is expressly authorized to reproduce the Products on its website, in its catalog, and on any other communication materials and third-party communication channels to promote its activities. This license is granted worldwide for a duration of 5 years from the date of the Product order. The price of the Products, as described in Article 6, includes the cost of this license. Therefore, no additional deductions will be applied in favor of the Client.

10.2 Production of Products with Creation by AHK

In the event that AHK’s work on the Products results in copyright protection in favor of AHK (the "Creative Work"), the intellectual property rights pertaining to the Creative Work will be retained by AHK. The material ownership of the mold is retained by AHK. AHK then grants the Client a copyright license on the Creative Work, which includes:

• Reproduction Right: The right to reproduce or have reproduced all or part of the Creative Work, on any medium, including paper, magnetic, digital, CD-ROM, or any other known or unknown computer or electronic medium, current or future, including for the exploitation of the Products, with no limitation on the number;

• Representation Right: The right to broadcast or have broadcasted all or part of the Creative Work, by any means, known or unknown, including through all telecommunications networks, current or future, such as the internet, by any means of broadcasting, on all media, in any format, directly or through a third party or organization;

• Adaptation Right: The right to adapt or have adapted all or part of the Creative Work;

• Usage Right: The right to use or have used by any third party of its choice all or part of the Creative Work for any purpose, by all means and on all media;

• Publication Right: The exclusive right to publish or have published all or part of the Creative Work to third parties;

• Commercialization Right: The right to commercialize or have commercialized all or part of the Creative Work, by any means, whether free or for a fee, to any third party;

• Exploitation Right: The right to transfer to third parties all or part of the Creative Work, in any form, including through a transfer, license, or any type of contract, in any form, all or part of the transferred rights, whether temporary or permanent.

This exploitation license is granted worldwide for the legal duration of protection of the Creative Work. The cost of this license is directly included in the price of the Products calculated according to the terms of Article 6.

11. RESERVATION OF OWNERSHIP

The Products sold remain the property of AHK until full payment of the price has been received, including all amounts due from the Client (principal, interest, taxes, and accessories). However, the transfer of risk occurs at the delivery of the Products. The Client undertakes to allow identification and reclamation of the Products at any time. If the Client is subject to judicial restructuring or liquidation, AHK reserves the right to claim, within the collective procedure, the unpaid Products. Additionally, the Client must promptly inform AHK of any actions taken by third parties on the Products, including seizures.

12. PERSONAL DATA

AHK has a privacy policy regarding the processing of personal data available on its website. AHK guarantees that the personal data collected from Clients during the ordering of Products is used strictly for professional purposes: it allows AHK to contact Clients within the scope of the partnership relationship. The data is stored securely, protected, and access is controlled. Furthermore, it is retained only as long as necessary. In accordance with Law No. 78-17 of January 6, 1978, amended by Law No. 2014-344 of March 17, 2014, known as "Informatique et Libertés," and European Regulation 2016/679 of April 27, 2016, the Client has the right to access, rectify, and delete their data. Clients may also object to the use of their data. If Clients wish to exercise their rights, they can send an email or postal mail to the following addresses: contact@ahk-prod.com or AHK, ZA Les Erlen – 16, rue des Merisiers, 68920 Wettolsheim, specifying "Rights of Individuals" in the subject line and including a copy of their identification.

13. INTELLECTUAL PROPERTY RIGHTS ON THE SITE

The Site is the exclusive property of AHK (web pages, images, source scripts, etc.). AHK’s products, AHK trademarks, and generally all trademarks, illustrations, images, drawings, models, and logos appearing on the Site and/or products sold by AHK are the exclusive property of AHK or third parties who have authorized AHK to reproduce them on the Site. Reproductions of the Products on the Site are used solely for illustrative and explanatory purposes related to AHK's commercial activity, with the authorization of the rights holders of these Products, if applicable. The Client may not disseminate or reproduce elements of the Site, in whole or in part, in any form, without the express prior written permission of AHK.

14. LIMITATION OF LIABILITY AND EXCLUSION OF WARRANTY

AHK guarantees that for orders definitively validated by it, the Products will be: (I) in compliance with their description and specifications; and (II) in compliance with European regulations at the time of their availability.

AHK makes no other warranties. In particular, AHK’s liability will not be engaged in case of use of the Products that does not comply with the usage recommendations provided by AHK. AHK’s liability under these General Terms and Conditions of Sale (GTC) will be limited to direct damages, and to an amount not exceeding the value of the order that caused the damage.

15. FORCE MAJEURE

AHK shall not be held liable if the performance of its obligations becomes impossible due to the occurrence of a force majeure event or an unforeseeable event ("Force Majeure"). Events considered as Force Majeure, which constitute causes for the extinction or suspension of AHK's obligations, without recourse by the Client, include incidents affecting the production and storage of its Products, total or partial stoppage of raw material or energy supply, including carrier failures, fires, floods, machine breakdowns, total or partial strikes, administrative decisions, acts of third parties, wars, and generally any unforeseeable and irresistible event defined by law and case law as Force Majeure. In such circumstances, AHK will notify the Client in writing within 72 hours of the occurrence of the event, with AHK's contractual obligations being suspended automatically, without compensation, from the date of the event’s occurrence. If the event lasts more than 60 days from the date of occurrence, any order between AHK and the Client may be terminated by the more diligent party without either party being entitled to damages. This article does not relieve the Client of their obligation to pay for Products already made available. Termination takes effect from the date of the first presentation of the registered letter terminating the said order.

16. RESOLUTORY CLAUSE

If the Client fails to meet any of its obligations, including the payment of the price on the due date, AHK may, eight (8) days after a formal notice by registered letter with acknowledgment of receipt that remains unanswered, consider the sale automatically terminated due to the Client's fault, without prejudice to any potential damages.

17. NON-WAIVER

The fact that AHK refrains from demanding the performance of any stipulation of these GTC at a given time cannot be interpreted as a waiver of the right to invoke such non-performance, whether total or partial, at a later date.

18. VALIDITY OF GTC

If any stipulation of these GTC is declared null and void in whole or in part, the remaining stipulations and other rights and obligations arising from these GTC will remain unchanged and applicable, unless it is a determining clause that led one of the parties to enter into the sales contract.

19. ACCOUNT OPENING AND TERMINATION

Any modification of these general terms and conditions will require the opening of an account with prior approval from AHK’s credit insurance company. The specific terms granted will be subject to a written agreement issued by AHK and accepted by the Client. The account will be terminated voluntarily in the event of non-compliance with the established specific terms or if the credit insurance company's approval is revoked.

20. APPLICABLE LAW – JURISDICTION

These General Terms and Conditions (GTC) are governed by French law. In the event of a dispute not resolved amicably within one month after a formal notice from either party, and subject to any applicable public policy provisions regarding jurisdictional competence, the courts within the jurisdiction of the Colmar Court of Appeal shall have exclusive competence to adjudicate any disputes related to these GTC.