GTC BtoB

I. General Provisions

I.1 Scope of Application

These general terms and conditions of sale (hereinafter referred to as the “GTC”) govern the conditions under which the company SAS UNKNOWN UNTITLED, hereinafter referred to as “UU Tiles” a simplified joint-stock company registered with the Paris Trade and Companies Register under number 823 569 645 with a share capital of 5,088 euros, and whose registered office is located at 20 RUE RAMPAL, 75019 PARIS FRANCE, offers
its Products for sale via the website: https://www.uutiles.com/ to professional buyers.

I.2 Definitions

“Site”: the online sales website https://www.uutiles.com/

“Professional Client” or “Client”: any buyer, whether a natural or legal person, public or private, acting for purposes within the scope of their commercial, industrial, craft, liberal, or agricultural activity, including when
acting in the name or on behalf of another professional;

“Products”: all goods offered for sale by UU Tiles via the Site, including Samples.

“Order”: the set of Products and/or Samples ordered by the Client via the Site, and the subject of the projected

Sales Contract between UU Tiles and the Client.

“Contract”: the sales contract concluded between the Client and UU Tiles via the Site and governed by these
GTC.

“Parties”: jointly designates the Client(s) and UU Tiles as Parties to the Contract.

“Delivery”: the process of sending and routing the Order to the Client.

“Delivery Location”: the postal address provided by the Client during the purchase process, corresponding to the final geographical location where the Carrier hands over the Order to the Client.

“Delivery Period”: the period of time between the formation of the Contract and the date of Delivery or the first attempted Delivery of the Order.

“Delivery Costs”: all costs incurred by any Carrier to transport the Order, Products and/or Samples, to the Delivery Location indicated by the Client; they include, in particular, all transport, delivery, and postage costs.

“Carrier”: the delivery service(s) offered on the Site for the routing of Orders.

“Sample”: physical medium representative of one or more characteristics of the Products, sold for informational purposes by UU Tiles.

I.3 Acceptance of the GTC

The sale is subject to the acceptance of the GTC by the Professional Client and excludes the application of any other document, including any General Terms and Conditions of Purchase (GTC) of the Client. The Client declares having read these GTC before validating the Order, and the failure to accept prevents the Professional Client from placing an order on the Site.

The sale is subject to the provisions of the GTC in the version applicable on the day the Order is registered on the Site.
UU Tiles reserves the right to modify or update all or part of these GTC at any time and without notice. The Site only communicates the applicable version of the GTC. For informational purposes, the Site displays the date of the last revision at the top of the GTC.

I.4 Formation of the Contract

The formation of the Contract is subject to the suspensive condition that UU Tiles receives full payment of the Price by the Client.

The Contract is therefore formed on the day this condition is met, without the Parties needing to express their agreement again.

If the full payment of the Price has not occurred within two (2) months following the registration of the Order on the Site (subject to any agreed payment schedules), then the condition has failed and the projected Contract automatically lapses. Any sum possibly paid by the Client will then be reimbursed without penalty.

The deadlines and obligations provided for in these GTC take into account the time required to meet the suspensive condition.

II. Products

II.1 Characteristics of the Products

The essential characteristics and prices of the Products are displayed on the Site.

This information is intended to guide the Professional Client in their search and choice. However, the Client remains solely responsible for the purchase of the Products.

The Products are made in an artisanal manner and from natural raw materials. The Professional Client is expressly informed and accepts that these processes justify variations in size, shape, color, or texture among examples of the same Product.

II.2 Illustrations of the Products

The images of the Products displayed on the Site are published for illustrative purposes and have no contractual value. In this regard, the Client is informed that the Order relates only to the Product or Sample as such, excluding, in particular, any staged presentations of any kind on the Site.

Only the written description of the Product and the technical characteristics as mentioned on the Site have contractual value.

II.3 Modification and Availability of Products

At any time and without notice, UU Tiles may limit or cease the sale of a Product and modify one of the characteristics of a Product, without affecting Orders already validated.

If one or more Product(s) ordered become(s) unavailable, the Order is entirely canceled, the Client will be fully refunded the price of the canceled Order, and the Client is invited to create a new Order.

Products placed in the shopping cart are not reserved and may be purchased by other internet users.

II. 4 Samples

UU Tiles may offer Samples for sale.

The Client is reminded that Samples have no contractual value due to the particularities inherent in the materials and manufacturing techniques, which may lead to differences in appearance between Samples of the same Product.

III. Order

III. 1. Order Shipment Policy

The Products offered for sale are delivered within the territory covered by the Carrier.
The ordered Products are delivered by the Carrier to the address indicated by the Client when placing the Order. In this regard, the Client is advised to verify the information they have provided prior to the confirmation of their Order.

UU Tiles cannot be held responsible in case of difficulty related to incomplete or erroneous information concerning the address provided by the Client when placing the Order.

The date or estimated Delivery Period is communicated to the Client during the Order validation process. These timelines are not mandatory and are not determinative of the Professional Client’s intent.

III. 2 Receipt of Orders

The Professional Client undertakes to check the condition of the Order when it is handed over by the Carrier at the Delivery Location.

More specifically, the Professional Client checks:

• the number of packages delivered
• that the packages and their packaging are not damaged

It is the responsibility of the Professional Client to issue any reservations and claims they deem necessary, or even to refuse the package(s).

Said reservations must be addressed to the Carrier upon receipt. They must specify the type of difficulty encountered and the package number(s) concerned. Imprecise wordings such as “subject to unpacking” or “subject to verification” are without effect.

Any acceptance of the Order without the Professional Client mentioning reservations prevents subsequent recourse against UU Tiles.

In principle, the unloading of the Order by the Carrier takes place on the public road in front of the indicated address.

III.3 Limitation of Orders

UU Tiles reserves the right to refuse any Order for Products that are abnormal in nature or for any other legitimate reason, and in particular, when there is a precedent with the Client concerning the payment of a previous order.

UU Tiles is free to implement a minimum order quantity (MOQ).

IV. Price and Payment

IV.1 Price

The price of the Order includes:

• The price of the Product
• The Delivery Costs

The prices of the Products are indicated inclusive of all taxes on the Site, in euros, and include VAT.

The prices applied are those appearing on the Site at the time the Order is registered.

The displayed prices of the Products do not include Delivery Costs, which are added to the total price of the Order and are communicated during the ordering process before validation.

In the event that the price of a Product contains an error (incorrect price, typographical error, etc.) and a purchase occurred before UU Tiles had time to correct this error, the Order will be canceled and the Professional Client refunded up to the price actually paid. Finally, the Client is invited to create a new Order.

The prices of the Products may be modified at any time and without notice, without these modifications being able to affect Orders validated by UU Tiles.
When the price cannot be reasonably calculated in advance due to the nature of the Products ordered, UU Tiles provides the method of calculating the price and, if applicable, all Delivery Costs and any other possible costs.

In this case, additional costs that cannot reasonably be calculated in advance are payable by UU Tiles. Delivery Costs depend on the delivery method and the Delivery Location chosen by the Client.

IV.2 Payment

The Professional Client is required to pay the price of the Products, sales taxes and other taxes, the cost of any additional service ordered (e.g., additional fees for ordering personalized Products), and all Delivery Costs associated with the Order.

UU Tiles offers different payment methods. The Professional Client is free to choose the payment method they deem appropriate. The Client must accept the general terms and conditions of the payment service provider.
UU Tiles cannot be held responsible for the general terms and conditions of sale or service of these payment service providers.

The Professional Client is responsible for any fees applied, if applicable, by the card issuer, bank, or any other payment institution following the processing of their payment.

Payment for the Order is debited before its shipment.
In case of default of payment, UU Tiles is entitled to suspend the preparation or shipment of the Order until full payment of the price.

An electronic invoice is issued based on the information provided by the Professional Client when ordering. No modification of the electronic invoice is possible once it has been issued.

Once the price of the Order has been paid by the Client, the Client will receive an email confirmation of their Order including a copy of these GTC accepted by the Client at the time of Order validation.

IV.3 Late Payment

Any Order unpaid in whole or in part by its due date gives rise to the payment by the Client of late payment penalties set at the semi-annual reference rate of the ECB in force on January 1st or July 1st, increased by 10 points.

These penalties are automatically due from the day following the payment due date.

In addition to late payment penalties and in accordance with the provisions of Article L.441-10 of the French Commercial Code, a flat-rate indemnity for recovery costs amounting to forty euros (€40) shall be due, automatically and without prior notification, by the Client, in case of late payment. If the recovery costs incurred by UU Tiles exceed forty euros (€40), UU Tiles reserves the right to request additional compensation from the Client covering, in particular, internal costs or any potential attorney fees related to the late payment, upon
presentation of the associated supporting documents.

V. Retention of Title and Transfer of Risks

UU Tiles reserves the title to the ordered Products until full payment of the price of the Order.

UU Tiles shall notify the Professional Client by any written means, and notably by email, of the implementation of the Retention of Title and identify the Order or Products concerned. When a partial payment has occurred, the Retention of Title may apply to all or part of the Order or the Products.

The implementation of the Retention of Title results in the non-delivery of the Products by UU Tiles or their return by the Professional Client. When the return of intact Products proves impossible, the Professional Client
owes financial compensation equivalent to the unpaid balance and the costs incurred under this article.

The risks associated with the Products (loss, damage, etc.) are transferred to the Professional Client on the day UU Tiles hands over the packages to the Carrier, who accepts them without reservation, or in any case and at the latest, at the time of handing over the Order to the Client or any person designated by them.

VI. Termination Clause

The Contract may be terminated unilaterally by UU Tiles, without its liability being called into question, for the following legitimate reasons:

• Failure to supply, stock shortage, or increase in raw material prices occurring after the Order confirmation
• Definitive or temporary cessation of manufacturing by UU Tiles
• An amicable or judicial dispute exists between UU Tiles and the Professional Client

UU Tiles shall inform the Client, by any written means providing a certain date, of the cancellation of the Order and the termination of the Contract.

VII. Breakage Rate Reserve

Given their nature, the Products are likely to be damaged during their shipment.
The Client acknowledges and accepts a maximum breakage rate of 5% (i.e., 5 tiles for a surface area of 2sqm) of the total Order, without this giving rise to a claim, replacement, or compensation.

Any claim relating to the breakage rate must be made in writing, including by email, at the time of receipt of the Order.

The claim must allow for the determination of the quantity of damaged Products; to facilitate this process, it is recommended that it be accompanied by dated photographs of the damaged Products.

In any event, UU Tiles is not responsible for breakage occurring after the receipt of the Order, and notably during the installation of the Products.

In the event of breakage exceeding the accepted rate, the Client will be reimbursed only for the portion corresponding to the percentage of damaged Products beyond 5% (the admitted 5% are therefore not included
in the portion eligible for reimbursement).

VIII Change of Mind

VIII.1 Change of Mind before Order Shipment

The Professional Client has the possibility to request that their Order be canceled before it is shipped by UU Tiles, and at the latest 5 days after the validation of the Order.

This request is made via the email address provided for this purpose on the Site. UU Tiles has a discretionary right to accept or refuse the request given the constraints inherent in the preparation and shipment of Orders.

UU Tiles undertakes to process cancellation requests as quickly as possible.

VIII.2 Change of Mind after Receipt of the Order

UU Tiles reserves the right to grant the Professional Client an amicable return.
This request is made via the email address provided for this purpose on the Site.
The Parties agree on the conditions of return. In the absence of a response or definitive agreement within the
month following the request, the Change of Mind is deemed refused.

IX. Clause Limiting Liability and Compensation

Without this clause exempting UU Tiles from its essential obligations, UU Tiles’ liability shall not be incurred for indirect damages suffered by the Professional Client, including commercial damages, operating losses and loss
of turnover, business interruptions, production losses, recovery costs, damage to ancillary equipment, or the payment of penalties.

In the event of total or partial non-performance, the amount of damages owed by UU Tiles shall not exceed the amount actually paid by the Professional Client under the present Contract.

X. Exclusive Warranty Clause

In application of Article 1643 of the Civil Code, UU Tiles is exempt from any guarantee against hidden defects on Products sold to a Professional Client in the same specialty as UU Tiles, which notably includes companies operating in building and public works, tiling, renovation and interior design companies, architects, decorators, sellers of bathroom surfacing products, or resellers of the Products.

A Professional Client benefiting from a warranty is invited to contact UU Tiles customer service without delay:

• by email: contact@uutiles.com
• by postal mail: SAS UNKNOWN UNTITLED, 20 RUE RAMPAL, 75019 PARIS FRANCE
• by phone: +33 (9) 78 80 56 06

The Professional Client may request a price reduction or termination of the Contract; however, an amicable agreement opting for another solution remains possible between the Parties.

XI. Guarantee of Authenticity and Intellectual Property

UU Tiles guarantees the authenticity of all Products sold via the Site.
The intellectual and intangible property rights attached to the Products, the trademarks used on the Products, the accompanying accessories and packaging, registered or not, as well as all photographs, illustrations, images
relating to the Products, commercial names or signs, domain names, and URLs are and remain the exclusive property of the SAS UNKNOWN UNTITLED, and are protected by applicable laws relating to copyright, trademark law, or other intellectual property laws.

The sale of Products is in no way accompanied by the assignment or license of intellectual property rights on said Products.

XII. Confidentiality

The Professional Client undertakes to keep confidential all information and documents exchanged with UU Tiles within the framework of the execution of these GTC.

XIII. Personal Data

Within the framework of the Contract, UU Tiles is led to process the Client’s personal data, in its capacity as data controller.

For more information concerning UU Tiles’ policy on personal data:
https://uutiles.com/legal/privacy-policy

For any question concerning the processing of their personal data, the Client must address their request:

• by email: contact@uutiles.com
• by postal mail: SAS UNKNOWN UNTITLED, 20 RUE RAMPAL, 75019 PARIS FRANCE
• by phone: +33 (9) 78 80 56 06

XIV. Force Majeure

UU Tiles cannot be held liable for a failure, even partial, or a delay in the performance of its contractual obligations resulting from the occurrence of a case of force majeure as defined by Article 1218 of the Civil Code.
UU Tiles undertakes to use its best efforts to inform the Client of the occurrence of a case of force majeure, particularly via the Site.

In case of force majeure, UU Tiles will immediately notify the Client of its occurrence. If the case of force majeure or the irresistible external event lasts for more than one (1) month, the Contract may be terminated upon written notification addressed by UU Tiles to the Client.

XV. Applicable Law and Jurisdiction Clause

The Parties contract as merchants. These GTC are governed by and interpreted in accordance with French law.

Any dispute relating to the sale of products to Professional Clients is subject to the exclusive jurisdiction of the competent courts within the jurisdiction of UU Tiles’ registered office.

Contact Us

Via the website: https://www.uutiles.com/
By email: contact@uutiles.com
By postal mail: SAS UNKNOWN UNTITLED, 20 RUE RAMPAL, 75019 PARIS FRANCE
By phone: +33 (9) 78 80 56 06