TERMS AND CONDITIONS OF SALE

1. GENERAL

These General Terms and Conditions of Sale (“GTCS”) apply to all sales of products (frames and/or lenses and/or parts and/or accessories) and any services (together the “Products”) provided by MMC’EYEWEAR. Any order issued by a reseller or a centralized purchasing structure (together “Distributor”) or any acceptance of a sales offer from MMC’EYEWEAR by a Distributor entails acceptance of these GTC and waiver by the Distributor of its own general terms and conditions of purchase or any other unilateral document of the Distributor, unless expressly agreed otherwise by the parties. The fact that MMC’EYEWEAR does not avail itself at a given time of one of the provisions of these GTC shall not be interpreted by the Distributor as a waiver of its right to do so at a later date. As part of the dematerialization policy, a certain number of documents and information are communicated to the Distributor via the https://dev.stevemcqueen-eyewear.com website (in particular, price lists). The Distributor therefore undertakes to visit the site regularly to take note of the information and documents published there and their updates.

2. Modifications

The GCS may change over time. In particular, they are reviewed each year, failing which the current terms and conditions will remain applicable. Any modification that MMC’EYEWEAR may make to the GCS will be brought to the attention of the Distributor by mailing or by posting on the https://dev.stevemcqueen-eyewear.com website, which it is the Distributor’s responsibility to consult on a regular basis.

3. Controls

3.1 All orders must be addressed to MMC’EYEWEAR: by e-mail adv@mmceyewear.com; by telephone: +33 (0)4 91 33 40 52; at trade fairs/showrooms or through our sales agents.

3.2 Orders placed by the Distributor are firm upon confirmation by MMC’EYEWEAR. In the absence of any express confirmation by MMC’EYEWEAR within four (4) working days, orders placed shall be considered firm. Presentation for delivery shall in all cases constitute confirmation of the order by MMC’EYEWEAR. Firm orders cannot be modified or cancelled by the Distributor. The goods must be accepted and the corresponding invoices paid. The fact that MMC’EYEWEAR accepts in certain cases cancellations or modifications of orders for commercial reasons does not create a right to cancel or modify orders for the Distributor. MMC’EYEWEAR’s offers are only binding in the event of confirmation by MMC’EYEWEAR of the order placed.

4. mmc'eyewear tools for distributors

MMC’EYEWEAR has set up various tools for Distributors, which vary according to their annual order volume. A description of these tools can be found on the https://dev.stevemcqueen-eyewear.com website, in the space dedicated to Distributors.

5. Prices and discounts

5.1 Products are invoiced according to the price in effect on the day of the order, except in the case of an order manifestly anticipated
or unusual in relation to the delivery date requested by the Distributor, in which case Products will be invoiced according to the price in
effect on the day of delivery of the Products. MMC’EYEWEAR’s prices are subject to change at any time. The Distributor
may obtain at any time from MMC’EYEWEAR sales agents or by visiting the website :

//dev.stevemcqueen-eyewear.com the current price list.

5.2 Prices are in euros, excluding taxes for metropolitan France, including packaging and excluding shipping costs.

5.3 Any discounts or rebates granted by MMC’EYEWEAR on any purchase of Products shall only be acquired subject to
full payment of the invoice(s) to which they relate, it being specified that the benefit of discounts or rebates is granted
only to Distributors who have not been subject to late payments or other payment incidents during the previous 12 months
and who have strictly complied with the obligations arising from the selective distribution agreements applicable to certain brands.
Should this not be the case, MMC’EYEWEAR shall be entitled to cease the application of agreed discounts or rebates, or even suspend or
interrupt supplies, upon notification by registered letter with acknowledgement of receipt. This notification may be made
fifteen (15) days after formal notice to perform has remained without effect, even partially, or without formal notice in the event of repeated non-performance
of its obligations by the Distributor. Discounts already acquired will remain acquired. On the other hand, purchases made after
notification will not benefit from discounts and will not be taken into account for the calculation of the rebate triggering threshold, and
will not be included in the rebate base.

5.4 The Distributor
must notify MMC’EYEWEAR of any claim concerning a discount, rebate and the provision or payment of a service within twelve (12) months of its due date, after which date any claim will be time-barred.

5. Categories of persons with access to information

6.1 It is the Distributor’s responsibility to facilitate delivery and, in the absence of the Distributor or the Distributor’s agents at the time of delivery, to collect the Products from the carrier at the Distributor’s
expense as soon as possible and, in any event, within the time limit set for this purpose by the carrier.
Should the Distributor fail to take delivery of the Products, MMC’EYEWEAR will invoice the cost of transport, without prejudice to any
other costs, and in particular the cost of returning and resending the Products to MMC’EYEWEAR, which will be borne entirely by the
Distributor. Furthermore, in the event of failure to take delivery or to collect the Products 15 days after the first presentation of a formal notice
sent by MMC’EYEWEAR to the Distributor by registered letter with acknowledgement of receipt, MMC’EYEWEAR shall be entitled to cancel the
order for the Products concerned by the failure to take delivery to the exclusive detriment of the Distributor. The amount of the corresponding invoice
will then be due by the Distributor and MMC’EYEWEAR will be entitled to retain any deposits paid, as a penalty clause
, in addition to compensation for all damages suffered as a result.
6.2 Delivery times indicated by MMC’EYEWEAR to the Distributor are given as an indication only. In the event of late delivery by
in relation to the time indicated, the Distributor shall only be entitled to refuse to take delivery of the Products and to cancel the order as a result
if MMC’EYEWEAR has expressly agreed to a firm deadline, (i) the delay exceeds
5 working days in relation to the date indicated and the Distributor informed of the possible delay in delivery has not expressed his disagreement
to this postponement or (ii) in the event that delivery does not take place 5 days after formal notice to deliver sent by registered mail by the
Distributor to MMC’EYEWEAR. Penalties or compensation may only be claimed insofar as they have been expressly agreed between the parties at
.
6.3 MMC’EYEWEAR may make partial deliveries of Products ordered, without increasing the shipping costs for the
Distributor.
6.4 The unloading of delivered Products and the opening of packages are carried out by the Distributor’s reception services and under its sole responsibility
.
6.5 Deliveries are made free of charge to a single location for Distributors having purchased more than 20,000 euros in the previous calendar year
and/or for all orders placed on the https://dev.stevemcqueen-eyewear.com website. Otherwise, a flat-rate charge of 4.90
euros will be invoiced per order.
6.6 Upon delivery, the Distributor is obliged to ensure that the Products delivered comply with the order, and in particular to
verify the absence of products and the condition of the packages. In view of the nature of the Products, particular attention must be paid to these
checks at the very moment of delivery by the carrier and in his presence. In order to exercise the right of recourse to
against the carrier referred to in article L 133-3 of the French Commercial Code, the Distributor must confirm his reservations and protests to
the carrier, by extrajudicial act or by registered letter with acknowledgement of receipt, within 3 (three) days, not including public holidays,
following receipt of the Products, and send a copy the same day to MMC’EYEWEAR by registered letter or by e-mail to the following e-mail address
adv@mmceyewear.com subject to the Distributor ensuring that the information has been received. The Distributor must then
make sure that there are no apparent defects within a maximum of 8 (eight) days from the date of delivery and notify
MMC’EYEWEAR by email doubled on the same day by sending a registered letter with acknowledgement of receipt in the event that the Distributor
has not received from MMC’EYEWEAR an acknowledgement of receipt of its email notification. In the absence of a complaint made under the above
conditions, the Distributor shall be deemed to have definitively and irrevocably accepted all Products delivered and shall pay
the corresponding invoice.

6.7 Requests for the return of Products must be submitted to MMC’EYEWEAR for prior written approval. In the event of a return
due to delivery not conforming to the order or an apparent defect in the products, and unless otherwise indicated in the return authorization, the
Distributor will have a maximum of 8 (eight) days after return authorization to effectively return the products, unless MMC’EYEWEAR
is informed of a difficulty in organizing the return within this period for serious reasons. Failing this, the return will not be accepted and the invoice will be
due in full.

6.8 If MMC’EYEWEAR agrees to a return of goods, MMC’EYEWEAR will assign an authorization number (AUT)
which will identify the number of Products to be returned. Without this AUT number, packages sent to MMC’EYEWEAR will be refused and the shipping of
will be billed to the sender. The Distributor must return authorized Products in compliance with the conditions indicated on
the authorization itself.

6.9 The counter-value of Products returned to MMC’EYEWEAR following the issuance of the Authorization Number (AUT), (and except in the case of returned
for lack of conformity or product defect), and subject to prior express acceptance of such return by MMC’EYEWEAR, will be refunded.
compensated by the delivery to the Distributor of a credit note equal to the purchase price of the Products less 10% if the invoice is less than 12 months old
months, 30% if delivery is more than 13 months but less than 24 months, 80% if delivery is more than 25 months and up to 36 months,
100% if delivery exceeds 37 months.

The fact that MMC’EYEWEAR accepts returns in certain cases for commercial reasons does not create a right of return for the
distributor.

7. Invoicing and payment

7.1 As part of the dematerialization policy, invoices are issued in PDF format and sent by e-mail to the Distributor. (However, paper invoices are also sent in parcels, to be reviewed).

7.2 MMC’EYEWEAR invoices must be paid within 30 (thirty) days end of month from the date of invoice. In the case of periodic invoices within the meaning of Article 289, paragraph 3 of the French General Tax Code, this period may not exceed the legal maximum of 45 (forty-five) days net from the date of issue of the invoice.

7.3 Payments, with the exception of those made in cash before shipment of the Products, will be made by default by SEPA direct debit in the name of Steve McQueen Eyewear via GoCardless SAS on the basis of prior authorization given by the debtor, materialized by a mandate and notified by e-mail before direct debit. (To be reviewed)

7.4 Payment in cash before shipment may be required in the following cases: (i) for the Distributor’s first orders, unless a guarantee is accepted in writing by MMC’EYEWEAR, (ii) if the Distributor’s outstanding balance exceeds the outstanding amount applicable to the Distributor, (iii) in the event of payment incidents during the last 12 months, (iv) in the event of orders for specific Products, (v) if the Distributor is subject to a procedure for the settlement of company difficulties under Book VI of the French Commercial Code, in compliance with the applicable mandatory provisions.

7.5 Except in the cases described in the above article, in the event of payment of the total amount of the invoice in cash or within fifteen days after the date of issue of the invoice, MMC’EYEWEAR will grant the Distributor a flat-rate discount of 0.5% on the amount of the invoice thus paid, provided that the Distributor has no outstanding debts in arrears.

7.6 In the absence of prior written agreement from MMC’EYEWEAR, the Distributor shall not benefit from any deferment of the invoice payment date.

7.7 Payments must correspond exactly to the invoices issued. Any claims or disputes shall not justify suspension of payments, and/or unilateral deductions or compensation at the initiative of the Distributor without the prior written consent of MMC’EYEWEAR, but shall be analyzed on a case-by-case basis by MMC’EYEWEAR and shall be discussed with the Distributor. Unilateral suspensions, deductions or compensations constitute abusive practices within the meaning of article L.442-1 of the French Commercial Code and will be considered as a default of payment.

8. Late or non-payment

8.1 Any delay in payment will automatically entail, from the day after the payment date shown on each
invoice and until full payment of the invoice, the application of late payment interest at the legal rate
corresponding to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10
(ten) percentage points. Any delay in payment will also automatically result in the application of a flat-rate
collection indemnity of 40 euros per invoice, and the reimbursement of the costs incurred for collection, with supporting documents, if they exceed
this flat-rate indemnity.

8.2 In addition, in the event of non-payment of an invoice when due, MMC’EYEWEAR shall be entitled, without prior notice :
to declare that all amounts due to MMC’EYEWEAR are immediately due and payable, even if they have not yet been paid.
and/or to claim the return of Products remaining unpaid at the Distributor’s expense (transport, inspection, etc.) and risk,
and/or terminate the sale by operation of law for non-performance by the Distributor, and/or suspend and/or waive the right to use the Distributor’s products, and/or terminate the sale by operation of law for non-performance by the Distributor, and/or suspend and/or waive the right to use the Distributor’s products.
to carry out current sales, orders and/or deliveries, and/or to offset amounts due against any sums owing to
Distributor, and/or to demand cash payment for future sales or the provision of a guarantee,
and/or to exclude the amount of invoices not paid by the due date from the calculation of trigger thresholds and discount bases,
This is without prejudice to any other course of action provided for in these GCS or by law.

9. Product distribution

9.1 Certain brands of Products marketed by MMC’EYEWEAR are governed by selective distribution agreements and resellers are therefore subject to approval. The distribution of these Products (in physical sales outlets and/or on the Internet) requires special care and is subject to acceptance of and compliance with the guidelines set by the brands and the conditions of the selective distribution contract.
In all cases, the Products offered by MMC’EYEWEAR must be marketed in conditions that respect their technical characteristics, their design, their image and in all cases in compliance with the graphic charters of the various brands. Likewise, communication elements relating to MMC’EYEWEAR products or brands must be used judiciously, for the purposes for which they were conceived and only at the times for which they were intended. The Distributor accepts these commitments and acknowledges that MMC’EYEWEAR may refuse to deliver Products in the event of marketing conditions that contradict these principles or in the event of non-signature of a selective distribution contract.

9.2 The Distributor undertakes to respond to any request for information on the marketing of the Products and to allow any investigation in this regard by any agent appointed by MMC’EYEWEAR or by a holder of intellectual property rights on the products marketed by MMC’EYEWEAR.

10. Force majeure and unforeseen circumstances

MMC’EYEWEAR is committed to protecting user information. MMC’EYEWEAR informs that the password is one of the account protection mechanisms, therefore users are advised to use a sufficiently secure password stored in a safe place, limiting access to it on their own computers and browsers, disconnecting it after visiting the site. MMC’EYEWEAR is committed to protecting the information received from users. All personal data provided is stored on secure servers and internal systems. MMC’EYEWEAR uses appropriate security measures to protect information against unauthorized access or unauthorized modification, as well as against the circulation or distribution of data. In order to prevent unauthorized access, maintain data accuracy and ensure the correct use of information MMC’EYEWEAR uses appropriate physical, electronic and managerial procedures to safeguard and protect the information and data stored in our system. the purposes for which they were collected; the consent received from the user; applicable privacy regulations.

11. Warranty

11.1 MMC’EYEWEAR excludes all warranties for apparent defects which the Distributor has not invoked in accordance with the provisions of these GTC.

11.2 Hidden defects are warranted by MMC’EYEWEAR for the period during which consumers have a warranty claim against their seller under mandatory French law, provided that MMC’EYEWEAR is informed of the warranty claim or the risk of such claim immediately after the Distributor becomes aware of it. It is understood that the warranty is only valid if the product is defective, and not if the defect is due to any other cause, such as storage or handling operations, normal wear and tear not carried out in accordance with the rules of the trade, or the use of unsuitable or poor-quality parts.

11.3 In any event, the warranty provided by MMC’EYEWEAR covers only the replacement and repair of defective parts or, if this proves impossible for any reason whatsoever, exchange for an identical or similar Product in the absence of available stock, or reimbursement of the price paid, to the exclusion of compensation for any direct or indirect prejudice. MMC’EYEWEAR and the Distributor will, however, exchange products in order to provide the best possible service to consumers, particularly in cases where the change of frame involves a change of corrective lenses.

12. Reservation of title

12.1 MMC’EYEWEAR remains the owner of the products delivered to the distributor until the amount of the related invoices has been paid in full, in principal and interest. all risks attached to the products are nevertheless transferred to the distributor upon delivery of the products to the distributor, who assumes the risk and custody of the products from that moment on, notwithstanding the retention of title. 12.2 In the event of total or partial non-payment of an invoice, MMC’EYEWEAR reserves the right to demand immediate return, at the distributor’s expense, of all products referred to in the invoice in question. Should this be the case, the related sale will be cancelled by operation of law and MMC’EYEWEAR will definitively retain any advance payments already made by the distributor.

12.3 In the event that products subject to this retention of title are resold, the distributor shall be deemed to have made such sales in the name and on behalf of MMC’EYEWEAR and, accordingly, shall pay MMC’EYEWEAR the portion of the sale price of the products in question corresponding to the unpaid purchase price.

12.4 In the event that the distributor is the subject of insolvency proceedings of any kind, MMC’EYEWEAR reserves the right to reclaim all products which have not been paid for by the distributor and which are still in stock with the distributor on the date of the opening of the insolvency proceedings.

13. Personal data

13.1 Shareholder data

It is the responsibility of the Distributor (hereinafter referred to as the “Buyer”) and MMC’EYEWEAR to comply with the provisions of French law no. 78-17 of January 6, 1978.
Informatique et Libertés as amended, Regulation (EU) No. 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data
and all other rules, standards, codes,
guidelines and guides applicable to processing (hereinafter jointly referred to as the “Personal Data Regulations”), for example
to enable the transmission to MMC’EYEWEAR of personal data relating to the wearer with a view, in particular, to the performance by the latter
of its contractual obligations. The Buyer is referred to as the “data controller” and MMC’EYEWEAR as the “data processor” within the meaning of
.

The processing of personal data relating to the wearer by MMC’EYEWEAR, in the name and on behalf of the Buyer,
(hereinafter the “Processing”), meet the following description: Purposes: manufacturing, shipping, delivery and tracking of devices
Nature of Processing: transfer, storage, structuring, consultation, extraction, exclusion, and any other necessary action
in order to achieve the purposes set out in the Processing on behalf of and for the account of the Purchaser; Data subjects: holders of
medical devices; Types of personal data processed: identification data and data relating to visual correction;
Data retention period: 15 years

In this respect, MMC’EYEWEAR undertakes to: Process personal data only on documented instruction from the Buyer, including
regarding transfers of personal data to third countries outside the European Union. Unless otherwise specified,
the documented instructions are deemed to be the purchase orders supplied by the Buyer to MMC’EYEWEAR; Notify the Buyer without delay
if, in its opinion, an instruction infringes the Personal Data Regulations; Ensure that its staff who are required to process data
are subject to a legal or contractual obligation of confidentiality and are properly trained in the Processing and
technical and organisational security measures; take all necessary steps to guarantee a high level of processing security
adapted to the risks likely to weigh on personal data, in particular by protecting personal data against the
destruction, loss, alteration, unauthorized disclosure or access, or any other form of unlawful processing;
Inform the Buyer in writing of any Personal Data Breach affecting or concerning the Personal Data entrusted to us, in the
as soon as possible after taking cognizance of it, and to communicate it to him, without undue delay, as and when he takes cognizance of it,
all elements necessary (i) for the fulfilment of the Buyer’s legal or regulatory obligations regarding the notification of
Personal Data Breaches to the Supervisory Authorities and/or Data Subjects, and (ii) to remedy the Data Breach
or limit its consequences; Assist the Buyer, through appropriate technical and organizational measures, in fulfilling his
its obligation to respond to requests from data subjects to exercise their rights under the
Personal data regulations (rights of access, modification, rectification, deletion, opposition to processing, etc.);
Help the Buyer meet its obligation to assess the risks associated with the processing of personal data (impact assessments);
On expiry of the data retention period, delete all personal data, except to comply with a legal obligation
requiring it to retain a copy of the personal data; Make available to the Buyer all information
strictly necessary to demonstrate compliance with the obligations set out in the Personal Data Regulations and to enable
audits, including inspections, to be carried out by the Buyer or another auditor commissioned by the Buyer, and to contribute to such audits (after
prior signature of specific confidentiality undertakings submitted by MMC’EYEWEAR).

The Buyer is informed and accepts that MMC’EYEWEAR has recourse to production sites constituting subcontractors within the meaning of the
Personal Data Regulations. When MMC’EYEWEAR hires another subcontractor to carry out specific
processing activities on behalf of the Buyer, the same data protection obligations as those set forth in these
GTC are contractually imposed by MMC’EYEWEAR on such other subcontractor.

This other subcontractor may be located outside the European Union, (in particular, the group’s production sites to which
MMC’EYEWEAR may have recourse from time to time, for logistical and supply management reasons). In such cases,
MMC’EYEWEAR undertakes to verify the existence of appropriate guarantees for the protection of personal data or to implement
such guarantees in accordance with the Personal Data Regulation. In the event that such other subcontractor does not fulfill its data protection obligations
, MMC’EYEWEAR shall remain fully liable to the Buyer for the performance by the other
subcontractor of its obligations. In order to process the order, MMC’EYEWEAR may share the data
transmitted by the Buyer with other Group subsidiaries and external service providers.

13. Personal data

In accordance with the Personal Data Regulation, personal data concerning the Buyer and his employees are
processed by MMC’EYEWEAR, which is qualified as the “data controller” within the meaning of the Personal Data Regulation
, for the purpose of managing the present commercial relationship, which mainly concerns the surnames, first names and contact details
of the Buyer’s staff and of the optical stores receiving MMC’EYEWEAR products.

This data is also processed for the purposes of organizing the training courses required for the sale of certain
medical devices, which are given to the Purchaser’s employees. Their data will then be kept for the duration of the training. In addition,
data concerning the Purchaser may also be used for the purposes of declaring any benefits that may be granted to
the Purchaser in accordance with the Transparency and Anti-Gift regulations. This processing is based on the existence of a contract between
the Buyer and MMC’EYEWEAR, enabling the latter to monitor and manage its commercial relations with its
customers. This data is kept by MMC’EYEWEAR for a period of five (5) years from the end of the commercial relationship.
Finally, telephone conversations between the Buyer and MMC’EYEWEAR’s sales offices may be recorded.
Any recordings are used for the purposes of monitoring the commercial relationship and training MMC’EYEWEAR personnel.
They are based on MMC’EYEWEAR’s legitimate interest and will be kept for a maximum period of thirty (30) days from the
telephone conversation.

Only restricted personnel strictly authorized by LF are recipients of this data.

is obliged (to be reviewed) to inform its employees of the processing of their personal data by MMC’EYEWEAR, in its capacity as controller of
processing, for the purposes specified in this article. MMC’EYEWEAR reserves the right to verify whether information complying
with the Personal Data Regulations is duly communicated to its employees.
This clause may be modified in the event of the publication of a reference framework by the supervisory authority, constituting a reference framework for
the processing operations described above.

14. Exclusion of all penalties

Notwithstanding any clauses or provisions to the contrary that may appear in the Distributor’s terms of purchase, referencing contracts, logistical conditions and special agreements, etc., no penalty of any kind whatsoever will be accepted by MMC’EYEWEAR, except with the latter’s prior written consent. Only damage actually suffered and previously demonstrated and evaluated by the Distributor may give rise to a right to compensation, after request to MMC’EYEWEAR and negotiation. In this respect, the Distributor shall provide MMC’EYEWEAR with any document attesting to the loss actually suffered (delivery note, etc.).
In the event of a breach of this clause by the Distributor, MMC’EYEWEAR may refuse any new product order and suspend deliveries. MMC’EYEWEAR further reserves the right to deduct from rebates or remuneration for services due, any amount automatically deducted by the Distributor.

15. Transparency

MMC’EYEWEAR is required to make public certain advantages it may grant to Distributors. MMC’EYEWEAR may be required to complete a certain number of formalities in order to declare benefits granted to Distributors. It is expressly understood by the Distributor that his cooperation within the legal deadlines is necessary and that failing this, no benefit (with the exception of commercial benefits likely to be granted within the framework of supplier-distributor relations) may be taken into account by MMC’EYEWEAR in whole or in part.

16. Applicable law - jurisdiction

The law applicable to any order for Products is French law. All disputes relating in particular to the interpretation, application, execution, non-execution, resolution or termination of the agreements or commercial relations between the parties or sales shall be subject to the exclusive jurisdiction of the Commercial Court of Marseille, regardless of the place of delivery and even in the event of multiple defendants or third-party claims.

TERMS AND CONDITIONS OF SALE

1. GENERAL

2. Modifications

3. Controls

4. mmc'eyewear tools for distributors

5. Prices and discounts

5. Categories of persons with access to information

7. Invoicing and payment

8. Late or non-payment

9. Product distribution

10. Force majeure and unforeseen circumstances

11. Warranty

12. Reservation of title

13. Personal data

13. Personal data

14. Exclusion of all penalties

15. Transparency

16. Applicable law - jurisdiction

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15-day return

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