These General Terms and Conditions of Sale and Services (“B2B Terms”) are issued by EI Léa CRUSEL - MY PILOT COLLECTION (“MPC”), a French sole proprietorship, SIREN 918 974 940, registered with the Albi Trade and Companies Register (RCS Albi), EU VAT No. FR 47 918 974 940, whose registered business address is 38 rue Édouard Branly, 81000 Albi, France. contact@mypilotcollection.com - +33 7 60 03 92 51 - www.mypilotcollection.com.

These B2B Terms apply to any Customer acting for purposes relating to its trade, business, craft, profession or other professional activity, including, without limitation, vehicle manufacturers, equipment manufacturers, agencies, brands, companies, institutions, galleries, event organisers, professional collectors, distributors, resellers and specifiers. By exception, where the Customer enters into an off-premises contract, has no more than five employees and the subject matter of the contract falls outside the scope of its principal business activity, any mandatory provisions of the French Consumer Code expressly extended to such business customers shall remain applicable. Those provisions shall prevail over any inconsistent term of these B2B Terms, including where they grant the relevant Business Customer a statutory right of withdrawal or require specific information to be provided.

Before the contract is entered into, the Customer shall provide MPC with any information enabling MPC to identify whether that exception applies. A failure to make such a declaration shall not deprive the Customer of any mandatory statutory protection where the objective legal conditions for such protection are met. These B2B Terms cover, in particular, the sale of works of art, collectibles, craft or industrial products, special orders, consulting services, creative direction, design, sourcing, technical development, prototyping, production coordination, scenography, exhibitions, logistics, installation, commercial representation and intermediation. MPC operates as a curatorial, creative and coordination house. MPC does not act as a regulatory engineering office, engineer, certification body, carrier, insurer, customs broker or legal adviser unless expressly stated in the quotation. The reference to any category of Products or Services in these B2B Terms does not constitute a firm offer, confirmation of availability, or a representation that MPC already holds every authorisation required for its marketing or performance. The capacity in which MPC acts - including as seller, service provider, intermediary, agent under mandate or coordinator - is determined by the Specific Terms applicable to the relevant transaction.

A Customer’s status as a Business Customer is determined by the actual professional purpose of the Order. Merely providing a corporate name, VAT number or business address does not, in itself, exclude any mandatory statutory protection that objectively applies.

• Customer: any natural or legal person entering into a contract for professional or business purposes.

• Order: the contract formed in accordance with these B2B Terms and the Specific Terms.

• Specific Terms: the Product page where it contains terms specific to the sale, the quotation, purchase order accepted by MPC, specifications, payment schedule, licence, non-disclosure agreement (NDA), amendment, change order or any other document expressly accepted in connection with the Order or Project.

• Deliverable: any output identified in the quotation, including a memorandum, recommendation, concept, moodboard, drawing, rendering, prototype, Product, scenario, file or service.

• Product: any item sold or delivered, including a work of art, edition, collectible, craft piece, prototype, Customized Product, furniture or equipment.

• Project: all Products, Services, phases, approvals and commitments described in the Specific Terms.

• Partner: any natural or legal person, including an artist, craftsperson, designer, manufacturer, supplier, owner, workshop, subcontractor, logistics provider, expert, buyer or sponsor, from whom MPC acquires a Product, to whom MPC entrusts all or part of an assignment, whom MPC introduces to the Customer, or whom MPC selects or coordinates in connection with an Order or Project.

• Background Materials: methods, know-how, tools, models, contacts, files, concepts, libraries, processes and creations that pre-date or are independent of the Project.

• Service: any intellectual, creative, technical, commercial, logistics or coordination service performed by MPC, including consulting, art direction, sourcing, design, development, production monitoring, installation or intermediation.

• In-Stock Product: a Product presented as available and requiring no Customer-specific manufacturing other than preparation, packaging or dispatch.

• Made-to-Order Product: a Product whose manufacture is initiated after the Order, without necessarily being customized to the Customer’s own specifications.

• Customized Product: a Product made, modified or adapted to the Customer’s own specifications, including as to dimensions, colours, materials, inscriptions, logos, livery, reference vehicle, configuration, quantities or intended use.

The contract consists, in descending order of precedence, of signed amendments and change orders, the signed contract or specifications, the Specific Terms of the Order, written technical specifications and approvals within the scope of their stated purpose, these B2B Terms, and any compatible descriptive information on the Website or Product page.

In the event of inconsistency, the higher-ranking document shall prevail. Lower-ranking documents remain applicable to any matter not expressly addressed by a higher-ranking document. A technical approval shall not alter the price, scope of Services, intellectual property rights or other contractual obligations unless the relevant amendment is expressly identified and accepted by the Parties (silence constituting acceptance). The Customer’s general purchasing terms, supplier-portal terms, codes of conduct or other contractual terms shall apply only where expressly accepted in writing by MPC. MPC’s acceptance of an administrative purchase order, access to a supplier portal or commencement of performance shall not constitute tacit acceptance of inconsistent terms.

Any departure from these B2B Terms must be expressly identified in the Specific Terms. A general reference by the Customer to its own terms is not enforceable against MPC. These B2B Terms must have been made available to and accepted by the Customer before the contract is formed. For material Orders or Orders entered into by quotation, MPC may attach a PDF copy of the applicable version to the quotation or transmittal email in order to preserve evidence of the version supplied.

4.1 Contractual information

The essential characteristics of the Products and Services are set out in the Product page, quotation, specifications, approvals or any other applicable contract document. Before placing an Order, the Customer must verify that the Product or Service is suitable for its professional requirements, intended use and any constraints known to it. Photographs, videos, staged settings, renderings, digital mock-ups and 3D representations are illustrative unless expressly identified as contractual specifications. Differences arising from screen display, lighting, framing, perspective or normal characteristics of an artisanal process shall not constitute non-conformity where they do not affect the essential characteristics agreed.

4.2 Regulated Products

The marketing of, or inclusion in an Order of, food products, alcoholic beverages, electrical equipment, batteries, products intended for children, jewellery subject to specific rules, digital content or any other regulated Product shall form part of MPC’s obligations only where the information and conditions required for lawful marketing have been determined.

The quotation shall identify, insofar as necessary:

• the party acting as manufacturer, producer, importer, distributor or responsible person;
• the required authorisations, licences, tests, markings, instructions and documents;
• the party responsible for obtaining them;
• the corresponding costs;
• any territorial or use restrictions.

Failing this, MPC shall not be required to place on the market a Product for which the necessary regulatory information or documentation has not been provided to it.

5.1 Prices

Prices are stated exclusive of taxes unless otherwise indicated. VAT and other applicable taxes shall be added in accordance with the relevant rules, the nature of the transaction and the country concerned. Where a VAT margin scheme applies, VAT may not be itemised separately and may not be recoverable by the Customer. For a direct purchase through the Website, the applicable price is the price presented to the Customer before final confirmation of the Order. For a sale by quotation, the applicable price is the accepted quotation, subject to any expressly agreed price-adjustment provisions or changes.

5.2 Additional costs

Unless expressly included in the price, the following may in particular be invoiced separately: transport, insurance, crates or custom packaging, customs charges, import taxes, installation, travel, accommodation, hire, storage, samples, prototypes, testing, licences, translations, photography, third-party services and purchases committed for the Order or Project. For a direct purchase through the Website, any costs that can be determined at the time of the Order shall be presented before confirmation.

5.3 Currencies

Where the Website allows prices to be displayed or payments to be made in several currencies, the contractual currency and the amount actually invoiced are those presented to the Customer before final confirmation. A purely indicative conversion displayed by a third-party tool does not alter the contractual price. Any bank fees, foreign-exchange charges or fees charged by the Customer’s financial institution remain payable by the Customer. Unless an express price-adjustment clause has been agreed, subsequent exchange-rate fluctuations shall not affect the contractual price.

5.4 International sales, customs and local taxation

The Business Customer is responsible for any formalities, declarations, licences and taxes for which it is responsible in the country of destination. Where customs duties, import taxes or customs-clearance charges are not included in the price, they remain payable by the Customer or by the Party designated under the applicable Incoterm. MPC may refuse a destination or suspend a shipment where applicable law, international sanctions, insurance restrictions, the nature of the Product or customs formalities make the transaction impossible or excessively risky.

5.5 Artist’s Resale Right

Where the resale of an original work of graphic or plastic art gives rise to the artist’s resale right (droit de suite), the statutory charge shall be borne by the seller in accordance with the applicable rules. Responsibility for payment shall lie with the art-market professional designated by those rules and, where the transfer takes place between two professionals, with the seller. The Specific Terms may designate the Party responsible for carrying out the administrative formalities, without altering any mandatory statutory allocation of the charge. Where MPC is legally responsible for making the resale-right payment but is not the Party that must bear the economic burden of that payment, the latter shall reimburse MPC for the corresponding amount, except where a mandatory rule or a lawful agreement provides otherwise. Each Party shall provide the information necessary to discharge these obligations and shall retain or provide the supporting documents for which it is responsible for the applicable period.

6.1 Direct purchase through the Website

Where a Product is presented as available for direct purchase through the Website, the Customer may enter into the sale without a prior quotation, subject to the restrictions stated on the Product page and the checks provided for in these B2B Terms. Before confirming the Order, the Customer selects the Product and verifies its reference, quantity, price, billing and delivery addresses, applicable costs and payment method. Before final acceptance, the checkout process allows the Customer to review the details of its Order and total price and to correct any input errors. Final confirmation of the Order constitutes the Customer’s acceptance and creates an obligation to pay the price. MPC shall acknowledge receipt of the Order electronically without undue delay. The invoice shall be sent electronically or made available to the Customer in accordance with the Website arrangements.

6.2 Enhanced review threshold

As an internal MPC policy, Products or Orders exceeding EUR 3,000 excluding VAT, or presenting a particular risk, may be removed from the automatic checkout process and made subject to an expression-of-interest request, manual approval, quotation and/or additional checks before the contract is formed. Where manual approval is required, this requirement shall be notified to the Customer before it becomes finally bound.

6.3 Expression of interest and availability enquiries

Submitting an expression of interest, availability enquiry, price request or information request does not constitute an Order, reservation or obligation on MPC to sell.

6.4 Preliminary Project discussions

Discussions, meetings, estimates, oral presentations, preliminary research or documents marked “draft”, “concept”, “indicative budget”, “subject to confirmation” or similar wording do not constitute a firm offer unless expressly stated otherwise. Any study, consulting, creative-direction, sourcing or feasibility service identified and, where applicable, priced in the Specific Terms may be ordered and invoiced independently of final production. A subsequent decision by the Customer not to proceed with production shall not render services already ordered and performed free of charge.

6.5 Validity of quotations

Unless otherwise stated, a quotation remains valid for thirty days. Prices, lead times, availability, material costs and production capacity may be revised after expiry.

6.6 Formation of an Order by quotation

For a transaction subject to quotation, the Order is formed when MPC confirms its acceptance after receiving the items expressly required for the Order to take effect, including, as applicable, the accepted quotation or contract, the required down payment, necessary information, any required authorisations and the Customer’s internal purchase order where applicable. A purchase order issued by the Customer shall bind MPC only after written confirmation. In the event of inconsistency, MPC’s accepted quotation shall prevail.

6.7 Electronic signatures and evidence

Electronic signatures, email confirmations, approvals given through a tracking tool and written messages from authorised contacts shall have the same evidential value as paper documents, provided that the author and integrity of the communication can be identified. For a straightforward purchase of a Product through the Website, actions performed using the Customer account, professional contact details or checkout process may constitute evidence of the transaction under the ordinary rules of evidence. In the Specific Terms or at the beginning of the Project, the Customer shall identify the persons authorised to issue instructions and approvals. MPC may reasonably rely on messages sent from the professional email address and by reference to the stated role of a contact person for ordinary decisions falling within that person’s remit.

The following decisions, however, require express approval from an authorised person or representative with the requisite authority:

• final approval for production;
• any material change to budget or scope;
• commencement of a new phase;
• acceptance of an additional quotation;
• termination or suspension of the Project;
• assignment or licensing of intellectual property rights;
• final acceptance of the Product or Deliverable.

The Customer shall immediately inform MPC of any change in contact person, position or authority. Failing such notice, approvals previously received shall remain enforceable insofar as MPC could legitimately have believed that the person giving them was duly authorised.

7.1 Direct purchase of an In-Stock Product

For an In-Stock Product purchased directly through the Website, the total price is payable when the Order is placed, unless a deferred-payment or instalment option is expressly offered during checkout. Preparation and dispatch may be suspended until the sums due have been effectively received.

7.2 Orders by quotation, Customized Products and Projects

Unless otherwise provided in the Specific Terms, a minimum down payment of 50% is due on placing the Order for a Customized Product, specific manufacture or Project involving particular services or commitments. Interim instalments and the balance are set out in the quotation. The balance is due before dispatch, handover, installation, transfer of files or final release. Amounts expressly described as down payments (acomptes) are firm part-payments credited against the total price. They enable MPC, in particular, to reserve the necessary capacity, commence studies and commit purchases, third-party services and other expenditure required for the Project.

7.3 Invoices payable on terms

Unless a shorter period is specified in the quotation, every invoice is payable no later than fifteen calendar days from its date of issue. MPC may require payment on order or in advance depending on risk, value, international aspects or customization.

7.4 Late payment

Any late payment shall automatically, without prior reminder, give rise to late-payment interest calculated at the most recent refinancing rate of the European Central Bank plus ten percentage points, subject in all cases to the statutory minimum rate, together with the statutory fixed recovery charge of EUR 40. Additional compensation may be claimed upon evidence where actual recovery costs exceed that amount.

7.5 Suspension and acceleration

In the event of non-payment, a payment incident, deterioration in solvency or an unjustified refusal to provide required verification information, MPC may, depending on the type of transaction, suspend preparation, dispatch, studies, supplier orders, production, delivery, installation, access to files and Services without incurring liability. The timetable shall be adjusted accordingly. Following a formal notice to remedy that remains ineffective, where such notice is legally required, all amounts due in respect of the Order or Project may become immediately payable.

7.6 Set-off and withholding

The Customer may not unilaterally withhold, set off or deduct any amount, including by reference to an internal penalty, a dispute with a third party or a claim that is not certain, liquidated and due.

7.7 Payment by a third party

Payment by an affiliate or third party shall not constitute novation, assignment of the contract or substitution of the debtor without MPC’s written agreement.

For every Order, the Customer shall:

• provide accurate identity, billing and delivery information;
• verify that the Product is suitable for the professional use it intends;
• comply with all instructions, warnings, safety rules, maintenance requirements and use restrictions communicated to it;
• inform MPC of any delivery, customs, access or installation constraints known to it;
• pay all amounts when due.

Where the Order includes a service or special manufacture, the enhanced cooperation obligations in Parts III and IV shall apply in addition to this Article.