GENERAL TERMS AND CONDITIONS OF SALE

Last updated: March 29th, 2025

Preamble

These General Terms and Conditions of Sale are concluded between:

On the one hand, LUX AUREA, a simplified joint-stock company (S.A.S.) registered with the RCS of La Rochelle under number 850 691 643 00025, also trading under the name LE MARY LILI, with its registered office at 20 rue de la Chaîne, 17000 La Rochelle, represented by Mr. Nicolas ROYER in his capacity as President, hereinafter the “Service Provider.”

And

On the other hand, any natural or legal person, private individual or professional, in the private or public sector, hereinafter the “Client.”

The Service Provider and the Client are jointly referred to as the “Parties.”

These General Terms and Conditions of Sale constitute, pursuant to Article L441-6 of the French Commercial Code, the sole basis for the commercial relationship between the Parties.

Their purpose is to define the conditions under which the Service Provider supplies the Client with the following service: a pop-up cocktail bar service and/or any other event-related services connected directly or indirectly to this activity.

Article 1. Characteristics of the services offered

The Service Provider specializes in cocktail bar services. It offers services for event-based engagements (such as seminars, team building, inaugurations, corporate anniversaries, corporate evenings, conferences, meetings, private birthdays, weddings, baptisms), as well as cocktail workshops at its own premises, menu consulting, and related services (non-exhaustive list).

Article 2. Purpose of these General Terms and Conditions of Sale

These Terms define all contractual conditions applicable to any purchase of service by the Client.

They precisely determine the respective contractual obligations of each Party necessary for successful performance of the assignment and delivery of the services under the best possible conditions.

In accordance with applicable regulations, these Terms are systematically communicated to every Client at the quotation stage to enable orders to be placed with the Service Provider. Any order implies the Client’s understanding and acceptance of these Terms. Signature of the quotation serves as proof of this acceptance.

Information appearing in the Service Provider’s catalogs, brochures, price lists and on its website www.lemarylili.fr is provided for information only and may be revised at any time. The Service Provider may make any changes it deems useful.

In accordance with applicable regulations, the Service Provider reserves the right to derogate from certain clauses of these Terms depending on negotiations conducted with the Client.

The service is strictly reserved for persons legally capable of entering into contracts under French law. Any natural person lacking full legal capacity may only access the services with the consent of their legal representative.
Where the Client is a legal entity, the natural person representing it must have the legal capacity to contract on its behalf.

Article 3. Enforceability of the General Terms

The Client declares having read and unreservedly accepted these Terms prior to placing an order by returning the quotation or offer issued by the Service Provider.

From acceptance onwards, these Terms apply to all services purchased by the Client, to the exclusion of any other document. They prevail over any other general or special conditions not expressly agreed by the Service Provider.

These Terms replace and supersede all prior statements, negotiations, undertakings of any kind, communications (oral or written), acceptances, and agreements between the Parties.

They may be amended subsequently, particularly to reflect legislative or regulatory developments. The binding version is that in force on the website on the order date, and it prevails over any paper version.

The Service Provider may modify all or part of these Terms at any time. To the extent they are enforceable against the Client, it is the Client’s responsibility to consult the Terms regularly, which are permanently available on the website.

The nullity of any contractual clause does not entail the nullity of these Terms unless it is a decisive clause that led one of the Parties to conclude the contract.

Article 4. Order

4.1. Definitive nature of the order

The contract is concluded on the date the Client signs the quotation, subject to acceptance of the order by the Service Provider.

4.2. Quotation

After a quotation is issued for an event, the Client may, where appropriate, come and taste the cocktails that may be served on the event day at the Service Provider’s premises (20 rue de la Chaîne, 17000 La Rochelle). A tasting fee may apply.

Unless a different validity date is indicated, the quotation is valid for three (3) months and the Client’s acceptance constitutes final conclusion of the contract.

The quotation must be returned to the Service Provider signed with the handwritten or typed note “Bon pour accord”.

No service will begin until the quotation is returned together with payment of the deposit within a maximum of eight (8) business days after signature.

4.3. Order modification

Once orders are confirmed by the Client and accepted by the Service Provider, any request by the Client to modify the service must be approved by the Service Provider.

Any changes to services for a public or private event requested by the Client will only be considered subject to the Service Provider’s availability and only if requested in writing at least one (1) month before the scheduled service date, after the Client signs a new quotation and any price adjustment is agreed.

Failing compliance with the above, no fault may be attributed to the Service Provider, and any termination initiated by the Client will be wrongful.

If, during the event, the planned number of cocktails and/or the initially agreed time is reached and the Client wishes to change the conditions (e.g., extending hours and/or increasing cocktail quantities), this will, subject to agreement, result in additional charges.

4.4. Cancellation or termination of the order

The order may be terminated by the Client by registered letter with acknowledgment of receipt or by written notice on another durable medium in the event of:

• performance of a service not conforming to the declared characteristics of the service (proven),
• force majeure (i.e., an event that is unforeseeable, irresistible/insurmountable, or beyond the Parties’ control).

Except in cases of force majeure, the Client may request a refund of the deposit paid at the time of order.

The contract may be terminated by the Service Provider in the event of:

• refusal to perform the ordered service,
• non-payment of the deposit,
• force majeure.

In all such cases, the deposit remains acquired by the Service Provider as liquidated damages.

If the Service Provider decides to cancel the service for reasons known only to it, regardless of timing, it shall refund all amounts received to the Client.

Article 5. Service delivery terms

Services will be provided on the dates and at the locations agreed between the Parties. If the event must be postponed for any reason, the Client must immediately inform the Service Provider. A new date will be agreed together. The Client undertakes to retain the Service Provider for the newly agreed date; otherwise, the deposit will not be refunded.

The Service Provider performs under a contract for services (contrat d’entreprise), without subordination, and determines the modalities of its intervention while respecting the agreed scope.

The Service Provider’s staff remain under its direction and responsibility; the Client shall refrain from giving them any direct instruction. If the Service Provider uses subcontractors, the Client shall likewise refrain from giving them direct instructions.

The Service Provider is required to comply with labor law and is solely responsible for workplace and commute accidents of its staff, subject to recourse in the event of proven Client fault.

The Client must provide the Service Provider with free access to electricity and water supplies. Connections must comply with French standards. Water and electricity consumption used for the services shall in all cases be borne by the Client.

At the Service Provider’s request, the Client shall provide a secured room suitable for storing the Service Provider’s equipment used to perform the services. The Client will be liable for replacing equipment stolen outside the Service Provider’s presence.

The Parties may agree that the Client will provide certain specified equipment at the dates and times scheduled. The Client is responsible for ensuring compliance with applicable standards, maintenance and servicing, and, where applicable, insurance premiums.

Except in cases of force majeure, the Client’s failure to fulfill obligations (e.g., lack of access to supplies or secured room, theft of necessary equipment outside the Service Provider’s presence, failure to provide agreed equipment or its malfunction attributable to the Client, water or power outage) releases the Service Provider from its obligation to perform. Nevertheless, the service price remains due.

Article 6. Pricing

The service consists of performing tangible and/or intangible work.

For public or private events, prices are indicated for information on a brochure provided upon each quotation request. The applicable rates are those in force on the date the quotation is sent to the Client.

Pricing depends on the event location, number of participants, number of cocktails per person, hours of presence, staffing needs, etc. (non-exhaustive). The price is submitted to the Client for approval.

Additional fees may apply depending on distance (per-km) and staffing needs. These fees depend on each event and are indicated in the quotation.

Prices are inclusive of all taxes.

The Service Provider reserves the right to unilaterally modify prices at any time, notably in case of cost increases; however, where a price increase occurs after the order, only the price set on the order date shall apply to the Client.

Article 7. Payment

7.1. Payment schedule

For services for any private or public event, the total price including taxes per the accepted quotation shall be paid as follows:

• For off-site services (outside the establishment): payment of a 25% deposit within a maximum of eight (8) business days following quotation signature to reserve the event;
• The balance (75%) must be paid within seven (7) business days after completion of the service, upon presentation of the invoice by the Service Provider, by any reasonable means.

The deposit is non-refundable and no service will begin before it is paid.

For on-site services (at the establishment): 100% of the total amount is due within eight (8) business days after quotation signature to reserve the event.

7.2. Payment methods

Payment may be made in cash (up to €1,000 pursuant to Article D112-3 of the French Monetary and Financial Code). Above this amount, payment shall be made exclusively by bank transfer (the Service Provider’s bank details/RIB appear on the quotation).

7.3. Late or non-payment

Failure to pay the deposit within fifteen (15) days of quotation signature cancels the order.

After performance, the Client has seven (7) business days to pay the balance, as per Article 7.1.

Failure to pay by the due date will result in late-payment interest at three times the legal interest rate in force and a fixed recovery indemnity, pursuant to Articles L441-10 and D441-5 of the Commercial Code. Interest accrues from the day after the due date until full payment.

If the balance remains unpaid at maturity and after a formal notice remains without effect, the Service Provider reserves the right to initiate legal proceedings for recovery. All related costs shall be borne by the Client.

Any bank fees resulting from non-payment of all or part of the service shall be borne by the Client (including rejection fees for insufficient funds and any other grounds under Article L131-35 of the Monetary and Financial Code). The Service Provider reserves the right to take legal action; all costs remain payable by the Client.

7.4. Invoicing

An invoice will be issued after each service and sent electronically to the email address provided by the Client.

Article 8. Contract performance

8.1. Client’s obligations

The Client undertakes to cooperate in good faith with the Service Provider. For public and private events, the Client agrees to provide clear and up-to-date personal information and to respond to the Service Provider’s emails and calls to ensure proper organization.

Given the significant organization and preparatory work required, the Client agrees to keep the Service Provider closely informed of any changes related to the event.

Any change affecting the event that increases costs shall be borne entirely by the Client. Any deliberate concealment of information liable to delay, hinder, upset, or disrupt the project shall not be tolerated; the Service Provider may terminate the contractual relationship without notice and without refund of the deposit.

The Client undertakes not to approach the Service Provider’s suppliers, subcontractors, staff, or collaborators directly, before, during, or after the event.

8.2. Service Provider’s obligations

The Service Provider undertakes to cooperate in good faith with the Client and to deploy all means necessary to satisfy the Client in organizing the event as defined in the quotation. It cannot be held liable for unforeseen events, force majeure, or acts of third parties. It will nonetheless endeavor, where possible, to find solutions to overcome any difficulties.

Article 9. Non-performance of the contract

9.1. Exemption from liability and force majeure

Neither Party is liable for delay or failure in performance due to force majeure.

The contract is suspended—and the Parties’ obligations with it—during any case recognized as force majeure by law and case-law, without any indemnity.

Beyond force majeure, the Service Provider’s liability cannot be engaged in cases of non-performance or improper performance due to the Client or to the unforeseeable and insurmountable act of a third party.

9.2. Hardship clause (imprévision)

Pursuant to Article 1195 of the French Civil Code, the Parties define the following limited hardship events:

• Major weather events;
• Political, economic, or health events of national or international scope likely to cause significant economic rescission of the contract.

9.3. Service Provider’s liability

The Service Provider’s liability arises only in the event of proven fault or negligence.

Liability may arise for material damage caused to the co-contracting party due to faults attributable to the Service Provider in performing the service.

In no case shall the Service Provider be liable for damage caused to the Client following use of the service or goods contrary to the Service Provider’s instructions and professional standards.

The following warranties are expressly excluded:

• harmful consequences of poor arrangement of objects and places where the service is to be performed;
• harmful consequences of the Client’s failure to communicate special or exceptional instructions/information necessary for proper performance;
• disappearance or misappropriation of important documents, valuables (pecuniary or sentimental), cash, or payment instruments. The Client is solely responsible for securing such items.

Liability is limited to direct damages, to the exclusion of any indirect damages of any kind.

9.4. Client’s liability

The Client shall indemnify the Service Provider for any damage or loss (in whole or in part), costs, and expenses borne by the Service Provider and caused by the Client, one of its guests, agents, or employees arising from the event.

The Client remains responsible for all property (personal effects, equipment) brought to the event location or belonging to participants, wherever stored. The Service Provider declines any responsibility for theft or damage of any kind.

9.5. Cancellation of the service

Unless otherwise agreed, if the Client cancels the booking or terminates the contract prior to the event, the Service Provider will retain the deposits paid, regardless of the reason.

In addition, in case of Client cancellation, the Client shall owe the Service Provider the following cancellation fees:

• Between quotation signature and 30 business days before the event start date: 40% of the total price;
• Between 29 and 8 business days before the service start date: 80% of the total price;
• Less than 8 business days before the event: 100% of the total price.

If, for a justified reason beyond its control (other than force majeure), the Service Provider is unable to perform part or all of the planned service, its liability shall be strictly limited to refunding the amounts paid for the unperformed portion.

9.6. Termination of the contract and termination clause

If either Party breaches its obligations under this contract and, fifteen (15) days after formal notice sent by registered letter with acknowledgment of receipt remains without effect, the other Party may terminate the agreement, without prejudice to damages based on the loss suffered.

Termination will be pronounced by registered letter with acknowledgment of receipt and shall take effect as of right, without judicial formalities.

9.7. Defense of non-performance

Pursuant to Article 1219 of the Civil Code, each Party may refuse to perform its obligation, even when due, if the other Party fails to perform its own and such failure is sufficiently serious (liable to jeopardize continuation of the contract or fundamentally upset its economic balance).

Suspension takes effect upon receipt of the default notice sent to the defaulting Party (registered letter with acknowledgment of receipt or any durable written medium).
This may also be used preventively (Article 1220 Civil Code) if it is obvious a Party will not perform its obligations when due and the consequences are sufficiently serious.

This remedy is undertaken at the risk of the initiating Party. Suspension takes effect upon receipt of the preventive notice and lasts until the presumed defaulting Party performs the obligation concerned.

Article 10. Subcontracting

The Service Provider may entrust to a third party the performance of all or part of the services, without this constituting grounds for the Client to terminate the contract. Otherwise, termination will be wrongful. The Service Provider nevertheless undertakes to inform the Client prior to quotation signature.

Article 11. Insurance

In the course of its activity, the Service Provider subscribes to professional civil liability insurance covering incidents for which it is directly responsible (equipment or personnel).

If the Service Provider’s liability is engaged, coverage is limited to the policy limit, and the Client waives any recourse against the Service Provider and its insurers beyond that amount.

The Client remains free to take out additional insurance to cover incidents for which its participants or representatives may be directly responsible.

Article 12. Disputes

12.1. Amicable settlement

In case of difficulties in performing the contract and prior to any legal action, the Parties agree to submit their dispute to amicable conciliation.
The Party initiating conciliation shall notify the other by registered letter with acknowledgment of receipt, specifying the issues encountered; this letter constitutes formal notice to cure.

If the attempt at amicable resolution fails, each Party recovers full freedom of action.

12.2. Jurisdiction clause

After exhausting amicable remedies, the Courts of La Rochelle shall have exclusive jurisdiction over any dispute between the Parties relating to the formation, performance, interpretation, termination, or rescission of the contract, including interim or urgent proceedings, third-party claims, ex parte motions, or multiple defendants.

12.3. Confidentiality

The Parties intend to preserve the confidentiality of their exchanges in the context of prior conciliation.

Article 13. Contract language – Governing law

These Terms are governed by French domestic law and drafted in French. If translated into one or more languages, the French text shall prevail in case of dispute.

Article 14. Processing of personal data

For the management of its activity, the Service Provider, as data controller, processes personal data for the purposes of managing delivery orders and quotation requests.

The contractual or pre-contractual performance at the Client’s request is the legal basis justifying collection.

Data are retained for the time required to process the request, then five years in archives before destruction. No data transfers outside the EU are carried out.

Personal data relating to requests that do not lead to a contractual relationship are not retained and are destroyed.

The Service Provider undertakes to ensure that collection and processing of personal data of visitors—voluntarily or via cookies—on www.lemarylili.fr comply with French Data Protection Law No. 78-17 of January 6, 1978 (as amended).

However, for contact requests via online forms, the user will be required to provide certain mandatory information.

For quotation requests for an event, mandatory information includes: first and last name, email, phone, event type, number of participants, event location and date.

These data are used to process messages submitted by the user on www.lemarylili.fr by the Service Provider.

In all cases, the user may refuse to provide personal data; however, the user is informed that data identified as mandatory are necessary for the Service Provider to process and respond. Processing cannot be performed if these data are not provided.

Personal data collected on www.lemarylili.fr are intended exclusively for the site publisher. No personal data are sold or communicated to third parties.

In accordance with the above-mentioned law, the user has rights of access, rectification, modification, objection, and deletion over their data. To exercise these rights, the user may write to:

• By post: Monsieur ROYER Nicolas, 20 rue de la Chaîne, 17000 La Rochelle

• By email: n.royer@lux-aurea.fr

For more information, please consult the CNIL website: www.cnil.fr

Client acceptance

These General Terms and Conditions of Sale are expressly approved and accepted by the Client, who acknowledges having full knowledge thereof and, consequently, waives reliance on any contradictory document, including its own general purchasing terms, which shall be unenforceable against the Service Provider, even if the Service Provider has had knowledge of them.