GENERAL TERMS OF SALE

1. DEFINITIONS : In these General Terms of Sale, "Company" means RP PARFUMS. "Customer" means the person, firm or company buying Products from the Company. "Products" means the items forming the purpose of a contract between the Company and a Customer. "Order" means the written instruction placed by a Customer to the Company to supply the Products.

2. SCOPE : Any shipment of an Order implies the unconditional approval of the following General Terms of Sale, the only document governing our sales, expressly excluding any other document provided, in particular, by the Customer. Any other condition, if not contrary to the present ones, and if profitable to our Company, shall be valid only if previously accepted in writing by our Company.

3. ORDERS : Orders bind our Company only when placed by a written document signed by the Customer, or by a fax or electronic mail readable and properly sent. Our Company reserves the right to withdraw some Products from its catalogue. In case an Order including one or several withdrawn Products is placed, our Company undertakes to advise the Customer as soon as possible. The Company reserves the right to propose special offer(s) or promotion(s) to its Customers valid exclusively for a limited period of time. These special offer(s) can include discounts, which will be applied on the regular price. Special offers and Promotions will be granted within the limit of available stock, subject to a firm order, confirmed by the Company at least 10 weeks prior to the requested date of delivery. Special Offers and Promotions are limited to 12% of the previous year's annual quantities. This percentage is calculated per operation. In the case of an abnormally high order compared to usual Orders our Company will not be obliged to deliver. In the case of a price increase, the quantities available to the Client will be limited to 4 weeks average flow (based on the quantities of the 12 previous months).

4. DELIVERY TIMES : Delivery times quoted to Customers are guidelines only, and delays shall not entitle the Customer to cancel the sale, to refusethe goods or to claim damages. The delivery will be possible only if the Customer is up to date with its obligations towards the Company. When an Order is unexpectedly high compared to the Orders usually placed by the Customer, our Company reserves the right to refuse to deliver part of the said Order. In order to avoid any delivery delay, the quantities will be corrected to the nearest packaging unit.

5. FORCE MAJEURE AND FORTUITOUS EVENT PREVENTION AND SHORTAGE : Our Company's delivery obligations shall be suspended by any fortuitous event or "force majeure" and generally by any cause beyond its control such as strikes, failure or delay on the part of any supplier, delay or lack of transportation, fire, mechanical or other breakdown of equipment, failure on the part of our temporary employment providers,... In the same way, our responsibility should not be engaged in case the Products sold have been carried or stocked by the Customer under conditions either unusual or incompatible with the nature of the Products.

6. CARRIAGE : The carriage of goods is always at the Customer's risk. In case of delay, damage or shortage, it is to the Customer to preserve its own rights against the carrier by notifying its reservations within the times and in the forms fixed by the INCOTERMS published by the International Chamber of Commerce and by the insurance contract; he could otherwise engage its personal liability.

7. RECEIPT OF THE MERCHANDISE - COMPLAINT : No complaint relative to apparent defects or damages will be entertained by our Company unless brought to its attention by the Customer or its representative within fifteen days of receipt of the goods. In case of goods acknowledged to be defective by our Company, its obligation is limited to replacement or equivalent refund for the goods, excluding any liability in damages.

8. REEXPORT : Subject to the rules applicable within the European Union, the dispatching of an Order implies the engagement to sell the Products only in the consignee country.

9. PRICE LIST : Our goods are always billed following the price list ruling on the day of shipment. Our prices are net and tax free, in the standardpackaging indicated in the price list, ex-works: any additional cost due to a special request will be invoiced to the Customer. Prices are based on economic conditions and our Company reserves the right to modify them at any time in case of change in such conditions. For all Orders under a certain value stated in the price list, the Customer will be invoiced a fixed amount representing its participation to the costs of preparation of the Order.

10. PAYMENT : Without prejudice of any particular situation mentioned on the invoice, our invoices are quoted in Euros, as well as our price list, and are ayable to RP PARFUMS, 101 rue de Sèvres - 75279 Paris Cedex 06. Drafts must follow the same circuit. The Company's payment conditions are the following: Usual delay is 45 (forty-five) days from date of invoice. Payment is considered settled when funds are placed at the disposal of the Company. The delay which takes into account transport time, is calculated between the date of invoice and the date the funds are made available:. - for a bank transfer, if performed 24 h before deadline. - for a check, if it arrives 48 h before deadline. - for a draft, if it arrives 12 days before deadline. The Company can request from the Customer a bank guarantee covering its average outstanding debt resulting from its commercial relationship with the Company, or put into place any other process having the same effects as a bank guarantee in order to secure the credit granted to the Client. In the case where, for any reason whatsoever, the said means of securing credit cannot be put into place, the Company reserves the right to modify, after informing the Client, the conditions granted to him regarding prepayment. In that case, a 1% discount will be granted to the Client. If the Customer defaults in the timely making of any payment due hereunder, a penalty for the delay equivalent to three times the applicable rate of the European Central Bank on the date of payment of the invoice will be applied to the outstanding amounts due to our Company. The payment is made the day the funds are put to our disposal. The delay for payment takes into account the delay of dispatching and therefore is equivalent to the time between the date of invoicing and the date the payment is put to our disposal. If the Customer defaults in paying one bill of exchange or one invoice in due course, all the debts to our Company become immediately and de jure payable, without previous notice, even if they were not yet to be paid. Our Company will also be authorised to suspend further deliveries or, if necessary, to claim their anticipated payment. Any other condition will be accepted under exceptional circumstances only, pursuant to legal limitations and according to our sole appreciation. 11. TITLE RESERVATION CLAUSE : Title in all Products shall remain with the Company (notwithstanding delivery) until the Company has been paid in full all amounts due from the Customer to the Company. The Customer has the obligation to insure the merchandise, and must be able to justify the existence of such insurance when asked for it. Nothing in this clause shall confer on the Customer any right to return the Products or delay payment thereof. The Customer has the obligation to insure the merchandise, and must be able to justify the existence of such insurance when asked for it. 12. TERMINATION CLAUSE : If the Customer shall default or commit a breach of these General Terms of Sale or of any other of his obligations to the Company or if the Customer shall have a receiver or administrative receiver appointed or shall pass a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction shall make an order to that effect or if the Customer shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall otherwise become insolvent or shall cease or threaten to cease to carry on business, the Company may cancel, suspend or terminate any Order and/or decline to make further deliveries and/or have access to the Customer's premises for the protection and/or removal of any Products in which property shall not have passed from the Company to the Customer. 13. DISPUTES : These General Terms of Sale are governed by the laws of France and the Company and the Customer agree to submit to the jurisdiction of the Commercial Court of Paris (Tribunal de Commerce de Paris). The French version of these GTS will prevail on any other. THESE GENERAL TERMS OF SALE CANCEL AND REPLACE ALL PREVIOUS TERMS. THESE TERMS AND THE COMPANY'S PRICE LISTS HAVEBEEN ESTABLISHED IN ACCORDANCE WITH REGULATIONS IN FORCE AT THE TIME. THE COMPANY RESERVES THE RIGHT TO AMEND THEM AT ANY TIME, NOTABLY TO TAKE INTO ACCOUNT REGULATORY CHANGES.