Terms of sale

Last updated: 1 October 2026

Preamble

These general terms of sale (the “Terms”) constitute, in accordance with Article L.441-1 of the French Commercial Code, the sole basis of the commercial relationship between OMY, a SARL with a share capital of €25,000, 70 rue de l'Aqueduc, 75010 Paris, France, Paris Trade and Companies Register 509 780 144, VAT FR32 509 780 144 (the “Seller”), and its business customers acting in the course of their business (the “Customer”).

They apply to all sales of products (the “Products”) concluded via the Seller's trade website, by email or by any other means, for delivery outside the United States and Canada. Orders delivered to the United States and Canada are concluded with Omy Design & Play, Inc. and governed by the “US & Canada Wholesale Terms” appendix below.

Any order implies unreserved acceptance of these Terms, which prevail over any other document of the Customer, including its general terms of purchase. The Seller may amend them at any time; the new Terms apply to orders placed one (1) month after they are communicated to the Customer.

1. Access to the trade website

The trade website is reserved for businesses. Opening an account is subject to approval by the Seller, on presentation of the company's identification details (company name, registration number, EU VAT number where applicable). The Seller may refuse or close an account for legitimate reasons.

2. Orders

Orders are placed on the trade website or by email to sales@omy.fr. The minimum order amount is €350 excl. VAT, excluding shipping costs.

The order is binding upon receipt of the order confirmation sent by the Seller. Product availability is only guaranteed after full payment of the order where payment is required at the time of ordering.

Any request to modify or cancel a confirmed order must be accepted in writing by the Seller. The Seller may refuse it if the order is being prepared. If accepted, the Seller is released from the delivery times initially agreed.

The Seller may make acceptance of an order subject to payment of a deposit or the provision of guarantees.

The Customer checks the accuracy of the delivery address and information. Additional costs due to incomplete or incorrect information are borne by the Customer.

3. Prices

Products are invoiced at the price list in force on the day of the order, in euros excluding taxes, shipping costs extra. The Seller may change its prices; any new price list is communicated to the Customer at least thirty (30) days before it applies.

For deliveries in France, French VAT is added at the applicable rate. For deliveries to a VAT-registered Customer established in another European Union member state with a valid EU VAT number, invoices are issued without VAT (exemption under Article 262 ter I of the French Tax Code; reverse charge by the Customer). For deliveries outside the European Union, prices are exclusive of taxes; all import duties, taxes and formalities are the Customer's responsibility.

4. Payment

The first order is paid in full when placed, by bank card or bank transfer. Subsequent orders are payable when placed, unless specific payment terms are granted by the Seller and stated on the invoice, within the legal time limits.

No discount is granted for early payment.

Any late payment automatically entails, without prior formal notice:

• late payment interest at the European Central Bank's rate for its most recent refinancing operation plus ten (10) percentage points, from the day after the due date;
• a fixed recovery fee of €40 (Article L.441-10 of the French Commercial Code), and additional compensation on proof where the recovery costs incurred are higher.

The Seller may also suspend current orders and deliveries.

Disputes about an invoice do not release the Customer from paying it on the due date. Bank charges are borne by the Customer.

Sums owed to the Customer by the Seller (accepted return, missing or defective product) give rise to a credit note that can be deducted from future orders. Only sums paid for Products the Seller is unable to deliver are refunded.

5. Retention of title

The Products remain the property of the Seller until full payment of the price, including principal, interest and incidental costs (Articles 2367 et seq. of the French Civil Code). However, the Customer bears the risk of loss, theft or damage from delivery and undertakes to insure the Products. Any clause to the contrary is deemed unwritten.

6. Delivery

Products are shipped from the Seller's warehouse in Genillé (France). Shipping costs are calculated according to destination and order amount, and shown before confirmation. Shipping is free for orders from €500 excl. VAT, for the destinations indicated when ordering.

Delivery times are indicative: 3 to 7 business days for France, 5 to 15 business days for Europe, 7 to 21 business days outside the European Union. A delay cannot give rise to penalties or damages. However, the Customer may cancel its order if the delay exceeds thirty (30) days, except in the event of force majeure or an act of the Customer. Partial deliveries are possible. Delivery is subject to payment of any overdue sum owed by the Customer.

The Customer provides its opening hours and access conditions. Costs related to a delivery made impossible by the Customer (absence, refusal, incorrect address) are borne by the Customer.

Products travel at the Customer's risk. For exports outside the European Union, deliveries are made under the EXW Incoterm (Incoterms® 2020), unless otherwise agreed.

7. Claims, non-conformity and returns

The Customer checks the parcels and Products on delivery. In the event of damage or missing items, the Customer records precise reservations on the delivery slip, confirms them to the carrier by registered letter within the legal time limits, and notifies the Seller by email at sales@omy.fr within forty-eight (48) hours of receipt, with photos.

Claims relating to an apparent defect or non-conformity of the Products with the order must be made in writing within eight (8) days of delivery. After these time limits, no claim will be accepted.

No return is accepted without the Seller's prior written approval. Returned Products must be in their original condition and accompanied by the return slip. The costs and risks of the return are borne by the Customer. A Product returned without approval remains at the Customer's disposal and does not give rise to any credit note.

In the event of an apparent defect or non-conformity confirmed by the Seller, the Customer receives, at the Seller's option, replacement of the Products or a credit note, to the exclusion of any other compensation. The Customer benefits from the legal guarantee against hidden defects (Articles 1641 to 1649 of the French Civil Code).

8. Liability

The Seller is not liable for damage resulting from a fault of the Customer, the act of a third party or force majeure. Its liability is excluded for any indirect or consequential damage (including loss of turnover, profit or reputation) and, in any event, limited to the amount of the order concerned.

9. Intellectual property

The Seller's designs, illustrations, photographs, trademarks and texts are protected. The Customer may use the visuals and texts provided by the Seller only to present and promote the Products it resells, without modification. Any other use requires the Seller's written consent. It is prohibited to modify the Products, remove the trademark, copy or reproduce them.

10. Resale of the Products

OMY designs and manufactures quality creative activities, mostly made in France. To preserve the image of its collections, the Customer undertakes to:

• present the Products in its shop or on its website in a way that enhances them, avoiding any presentation likely to devalue them;
• take into account any merchandising recommendations made by OMY;
• refrain from promotional operations likely to devalue the image of the Products;
• not resell the Products on online marketplaces whose image does not match that of the brand;
• inform OMY of the opening of any new point of sale or website selling the Products.

OMY provides recommended retail prices; the Customer remains free to set its resale prices, subject to the legal prohibition on resale at a loss. Reseller status confers no exclusivity.

11. Force majeure

Neither party is liable for a failure resulting from force majeure within the meaning of Article 1218 of the French Civil Code. The party invoking it informs the other without delay. Time limits are extended by the duration of the event. If it lasts more than thirty (30) days, either party may terminate the order concerned by registered letter, without compensation.

12. Personal data

The personal data of the Customer's contacts is processed in accordance with the website's privacy policy.

13. Evidence

The parties agree that orders, confirmations, invoices and electronic exchanges stored by the Seller under conditions guaranteeing their integrity constitute evidence between them.

14. Miscellaneous

The parties are independent. Failure to rely on a breach does not constitute a waiver. The invalidity of a clause does not affect the others. The Terms and the order constitute the entire agreement between the parties.

15. Governing law and jurisdiction

These Terms are governed by French law. Failing an amicable settlement, any dispute relating to their interpretation or performance, including summary proceedings, multiple defendants or third-party claims, falls under the exclusive jurisdiction of the Tribunal des activités économiques de Paris (Paris Commercial Court).

APPENDIX: US & CANADA WHOLESALE TERMS

1. Seller. Wholesale orders shipped to the United States and Canada are sold by Omy Design & Play, Inc., 18 Olsen Rd, Rhinebeck, NY 12572, USA. Contact: contact@omy-usa.com · +1 917-705-8308. These terms apply to business customers only.

2. Orders. Minimum order: $300 (excluding shipping). Orders are binding once confirmed by email.

3. Prices, taxes and payment. Prices are wholesale prices in the currency shown at checkout, excluding taxes. Sales tax is charged where applicable unless the customer provides a valid resale certificate. The first order is paid in full when placed; later orders are paid when placed unless other payment terms are agreed in writing and shown on the invoice.

4. Shipping. Orders ship from our warehouse in New York State. United States: $25 for orders from $300 to $499, free shipping above $499. Canada: shipping costs are shown at checkout; free shipping above €1,000. For Canadian orders, import duties and taxes are payable by the customer. Delivery times are estimates.

5. Claims and returns. Shipping damage or missing items must be reported to contact@omy-usa.com within 48 hours of delivery, with photos; other non-conformities within 8 days. Returns require prior written approval. Approved claims are settled by replacement or store credit.

6. Resale. The resale commitments in section 10 above apply.

7. Governing law. These terms are governed by the laws of the State of New York. Courts located in the State of New York have exclusive jurisdiction, except where mandatory local law provides otherwise.