General terms and conditions of sale and use

TITLE III – GENERAL TERMS AND CONDITIONS OF SALE & USE (GTC/GTU) Version of August 24, 2026 PREAMBLE These general terms and conditions govern the services offered under the brand Mijay Group on the website mijaygroup.com, including sourcing, logistics and fulfillment, outsourced purchasing, professional support in China, and training. The full identity of the contracting entity, its contact details, and, where applicable, its registration information are included in the Legal Notices and on the quote, order form, or invoice provided to the Client. The Services are intended exclusively for Clients acting for professional purposes. The Client confirms that they are placing an order within the scope of their professional activity. ARTICLE 1 – DEFINITIONS "Client": any natural or legal person who requests, orders, or uses a Service. “Service Provider” or “Mijay Group”: the entity identified in the Legal Notices and the applicable commercial document. “Supplier”: any manufacturer, wholesaler, workshop, vendor, or other partner proposed or selected to meet the Client’s needs. “Carrier”: any third-party company performing all or part of a transport, delivery, customs operation, or handling. “Service”: any service described in a quote, purchase order, invoice, order page, or written confirmation from Mijay Group. “Quote”: the commercial document specifying the scope, price, duration, deliverables, exclusions, and special conditions of a project. “Platform”: the mijaygroup.com website and the associated client area. ARTICLE 2 – PURPOSE AND CONTRACTUAL DOCUMENTS These terms and conditions apply to all orders accepted by the Service Provider. They form the contract, along with the following documents in descending order of priority: 1. the accepted quote, purchase order, or specific terms and conditions; 2. these General Terms and Conditions of Sale/General Terms and Conditions of Use; 3. the description of the Service published on the Website on the date of the order. In the event of any conflict, the document with the higher priority shall prevail. Any request from the Client that exceeds the agreed scope is subject to written validation and, if necessary, a supplementary quote. ARTICLE 3 – FORMATION OF THE CONTRACT AND PROOF The contract is formed when the Client accepts a quote or purchase order, confirms an online order after accepting these terms and conditions, or makes the payment requested by the Service Provider. Electronic exchanges, online validations, connection logs, payment confirmations, accepted quotes, and messages exchanged in the client area may be used as evidence, subject to applicable mandatory rules. The Service Provider may refuse any request that is unlawful, incomplete, technically unfeasible, contrary to its compliance rules, or presents an abnormal risk. ARTICLE 4 – GENERAL OBLIGATIONS OF THE PARTIES The Service Provider will perform the Services diligently and within the agreed scope. Unless a written guarantee of results is provided, its obligations are obligations of means. The Client agrees to: - provide accurate, complete, and up-to-date information; - respond within timeframes compatible with the project schedule; - verify and validate specifications, samples, visuals, quantities, addresses, and documents; - possess the necessary rights to the trademarks, designs, files, and content provided; - comply with the laws applicable to its products, their import, sale, and destination; - Settle the amounts due by the agreed deadlines. Any delay, additional cost, or impossibility resulting from incorrect information, late validation, or a breach by the Client may lead to a revision of the schedule and price. ARTICLE 5 – SOURCING AND SUPPLIER RELATIONS The Sourcing Service may include, as specified in the Quote: needs analysis, supplier research and pre-selection, price requests, document verification, negotiation, sampling, production coordination, quality control, and logistical preparation. The Service Provider does not guarantee exclusivity with any Supplier, obtaining the lowest market price, or the absolute absence of default by any third party. The information provided is based on the data available at the time of the search and on the Suppliers' statements. The Quote specifies whether the Client contracts directly with the Supplier or whether Mijay Group is involved in the payment, purchase, or coordination of the order. The Client remains responsible for their final order decision, unless otherwise expressly agreed. When the commercial offer states "0% commission," this means that no commission proportional to the value of the supplier order will be charged to the Client for the relevant scope. Fixed fees, subscriptions, inspection fees, logistics fees, bank charges, and third-party costs remain payable when stipulated. The Client prohibits any claim relating to counterfeit goods, illegal goods, or infringements of intellectual property rights. ARTICLE 6 – SAMPLES, PRODUCTION, AND QUALITY CONTROL Unless otherwise specified, samples, molds, prototypes, tests, certifications, and sample shipments are invoiced separately. Approval of a sample, technical datasheet, or "production approval" commits the Client to the approved specifications. Any subsequent modifications may affect the price and delivery time. Quality control is performed only when specified in the Quotation. Unless a written commitment for full inspection is made, it is based on sampling and cannot exclude any hidden defects, batch variations, or non-conformities undetectable during inspection. The criteria, tolerances, and inspection level must be defined before the inspection. The Client must promptly report any anomalies and provide relevant evidence: photos, videos, affected quantities, batch references, packaging, and delivery documents. The Service Provider will then assist in handling the claim within the scope of the agreed-upon mission, without automatically replacing the manufacturer. ARTICLE 7 – LOGISTICS, TRANSPORT, AND CUSTOMS Logistics services may include air, sea, rail, or road freight, express delivery, groupage, door-to-door transport, warehousing, order preparation, and fulfillment. Any price quoted before final measurement is an estimate. The final invoice may be adjusted based on the actual or volumetric weight, volume, nature of the goods, destination, mode of transport, inspections, carrier surcharges, port or airport fees, and customs requirements. Transport and customs clearance times are indicative, unless specifically guaranteed in writing. They may vary due to factors such as carriers, authorities, inspections, congestion, weather conditions, or force majeure events. The DDP (Delivered Duty Paid) regime, the inclusion of duties and taxes, the identity of the official importer, and the applicable Incoterms are only guaranteed if expressly stated on the Quotation. Otherwise, import duties, taxes, formalities, and obligations are the responsibility of the Client. The Client must accurately declare the nature, value, quantity, composition, and classification of the goods, as well as the presence of batteries, liquids, magnets, chemicals, or regulated goods. Any false declaration will render the Client liable. ARTICLE 8 – RISKS, INSURANCE, AND TRANSPORT CLAIMS The Service Provider may act as coordinator or intermediary and entrust the physical execution to third-party Carriers and service providers. The commercial document specifies, where necessary, the contractual role of each party involved. Transport insurance is included only if it is listed in the Quote. The Client must request appropriate coverage before shipment and declare an accurate value. In the absence of specific insurance, the limitations stipulated by international conventions, applicable regulations, and the Carrier's terms and conditions may apply. Upon delivery, the Client or the recipient must check the condition and number of packages, make specific reservations with the Carrier, and inform Mijay Group without delay. All claims must comply with the deadlines and supporting documentation required by the Carrier or by applicable law. The Service Provider is not liable for any loss or damage attributable to insufficient packaging provided by the Client or the Supplier, prohibited or misdeclared goods, an incorrect address, an inherent defect in the product, or a decision by the authorities, except in cases of direct fault on its part. ARTICLE 9 – STORAGE AND FULFILLMENT Storage conditions, included volumes, any free storage period, and handling, preparation, packaging, return, and extended storage fees are those specified in the Quote or the accepted price list. The Client must provide reliable instructions regarding product references, quantities, packaging, recipients, and sales channels. Stock levels displayed on the Platform are updated based on recorded transactions; a physical verification may be requested in case of discrepancies. In the event of non-payment or a prolonged lack of instructions, the Service Provider may suspend operations and request that the Client collect or ship their goods. Any subsequent action concerning unclaimed goods is preceded by a formal notice and complies with applicable law. ARTICLE 10 – OUTSOURCED PURCHASING DEPARTMENT The outsourced purchasing department is a recurring procurement management service. Its service level, volume of requests, contacts, target deadlines, deliverables, and limitations are defined by the chosen offer and the Quote. Unless otherwise stated, the monthly price covers only the services of the Mijay Group team. Goods, samples, certifications, inspections, transport, taxes, duties, insurance, packaging, and third-party fees are billed separately. There is no automatic renewal or commitment of duration beyond what is expressly stated and accepted in the Quote or order. The termination terms, notice period, and service end date are detailed in these specific conditions. The volumes advertised on the Site represent maximum processing capacities and not a guarantee of commercial results, unless otherwise agreed in writing. ARTICLE 11 – PROFESSIONAL SUPPORT IN CHINA Support may include travel arrangements, scheduling appointments, accompaniment to the Canton Fair, factory visits, language assistance, and negotiation support. The program, dates, times, cities, participants, and included services are defined prior to the mission. Tickets, visas, hotels, meals, personal transportation, entrance fees, and on-site expenses are included only if expressly stated. Mijay Group does not guarantee visa issuance, the availability of a trade show or supplier, or the conclusion of a contract. Any cancellation or modification is handled according to the Quote, expenses already incurred, and the terms and conditions of third-party providers. ARTICLE 12 – TRAINING COURSES Purchasing a training course grants a personal, limited, non-exclusive, and non-transferable right of access to the content and, where applicable, to the chosen session. The access duration, program, price, and prerequisites are indicated on the training course page or the order confirmation. Payment for a training course is a one-time payment. It does not create a renewable subscription unless a separate offer expressly states otherwise before the order. Access is activated after payment confirmation. Login credentials must not be shared. Any reproduction, distribution, resale, recording, or making available of the content without authorization is prohibited. A certificate or attestation is issued only if the training course description provides for it and if the stated conditions are met. The Provider does not guarantee any financial, commercial, administrative, or professional results. After access has been activated, no refund is due for personal reasons, subject to any applicable mandatory rights. ARTICLE 13 – PRICES, TAXES, AND CURRENCIES The applicable prices are those stated in the Quote, the online order, or the invoice. They specify the currency, any applicable taxes, and the items included. Unless expressly stated otherwise, the prices of the Services do not include the cost of goods, import duties and taxes, certification fees, Supplier and Carrier fees, insurance, bank charges, or any expenses incurred on behalf of the Client. Exchange rates and conversion fees may fluctuate until payment is received. The Client is responsible for any fees charged by their bank or payment provider, unless otherwise agreed in writing. ARTICLE 14 – PAYMENT AND CUSTOMER CREDIT The available payment methods are displayed at the time of payment. These may include, but are not limited to, payment by card via Stripe, an Airwallex payment link, a bank transfer, or the use of available credit in the Client's account. The Provider does not store complete credit card details. Payment is processed by the relevant payment provider according to its own terms and conditions. A credit top-up constitutes an advance intended to pay for Services and invoices available in the customer area. This credit does not accrue interest, is non-transferable, and cannot be used outside of Mijay Group. Any request for a refund of an unused balance is reviewed after verification of orders, payments, fees, and outstanding amounts. The Provider may suspend a project, access, or shipment in the event of non-payment, rejected payment, suspected fraud, or insufficient supporting documentation. ARTICLE 15 – LATE PAYMENTS Any amount not paid by the due date may accrue interest and collection fees at the rate indicated on the invoice, quote, or as required by applicable law, without prejudice to the right to suspend Services. The Client shall reimburse reasonable costs incurred in recovering a certain and due debt, within the limits provided by law. ARTICLE 16 – MODIFICATION, CANCELLATION, AND REFUND All requests for modification or cancellation must be made in writing. Before the commencement of a service, the Provider will refund any amounts that do not correspond to expenses already incurred, purchases made, confirmed reservations, or work already completed. After the commencement of a service, the following remain due: - Services already performed; - Costs incurred with third parties; - Non-refundable goods, samples, transport, or reservations; - Reasonable expenses resulting from the modification or cancellation. For transport, a confirmed reservation may be subject to the Carrier's cancellation fees. For support services, travel and reservation expenses already incurred remain due. For training courses, Article 12 applies. If the Provider cancels a service through no fault of the Client and without providing the corresponding portion of the Service, the amounts relating to the unperformed portion will be refunded or credited, at the Client's discretion. ARTICLE 17 – RESERVED FOR PROFESSIONALS The Services are reserved for businesses, associations, entrepreneurs, freelancers, and other individuals acting for the purposes of their professional activity. By accepting a Quote, placing an order, or making a payment, the Client declares that they are acting exclusively for professional purposes. Mijay Group may refuse or cancel an order presented as professional when it is in fact placed for personal use. ARTICLE 18 – PLATFORM AVAILABILITY AND CLIENT ACCOUNT The Platform facilitates requests, payments, exchanges, documents, training, and follow-ups. No availability rate is guaranteed unless a separate written agreement is made. The Provider may temporarily interrupt the Platform for maintenance, security, or correction. It implements reasonable continuity measures but does not guarantee the complete absence of errors or interruptions. The Client protects their login credentials, reports any unauthorized use, and remains responsible for actions performed from their account until such use is reported, except in cases of failure attributable to the Provider. ARTICLE 19 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY The Website, training materials, methods, texts, visuals, videos, databases, tools, and documents created by Mijay Group remain protected by applicable intellectual property rights. The Client receives only the usage rights expressly necessary for the project. The Client's own elements remain their property, subject to third-party rights. Each party protects the commercial, technical, financial, and strategic information received from the other and uses it only for the performance of the contract. This obligation does not cover public information, information already legitimately known, or information whose disclosure is required by law. ARTICLE 20 – LIABILITY Each party is liable for direct damages caused by its proven fault. To the extent permitted by law, the Provider is not liable for indirect losses such as loss of revenue, profit margin, customers, opportunities, data, or reputation, nor for the acts of a Supplier, Carrier, authority, or other third party beyond its control, except in cases of fault directly attributable to the Provider. For business Clients, the Provider's total liability for a given assignment is limited to the amount, excluding taxes, actually paid for the Service that caused the damage during the twelve months preceding the event giving rise to the claim. This limit does not apply in cases of fraud, gross negligence, personal injury, or where a limitation is prohibited by law. The Client shall indemnify the Provider against the consequences of illegal, dangerous, counterfeit, misdeclared, or non-compliant products in the destination country when such consequences result from the Client's information, choices, or instructions. ARTICLE 21 – FORCE MAJEURE Neither party shall be liable for any delay or failure to perform caused by an event reasonably beyond its control, including but not limited to natural disasters, epidemics, war, embargoes, administrative closures, external strikes, major breakdowns, large-scale cyberattacks, exceptional congestion, transportation disruptions, or customs decisions. The affected party shall inform the other party as soon as possible. The affected obligations shall be suspended during the event. If the impediment persists, the parties shall seek a reasonable solution and may terminate the unperformed portion of the contract, subject to payment for services and expenses already incurred. ARTICLE 22 – PERSONAL DATA Data processing related to requests, orders, payments, deliveries, accounts, and training is described in the Personal Data Protection Policy published on the Website. The Client who transmits data concerning its employees, suppliers, customers, or recipients warrants that it is authorized to do so and informs them when required by law. ARTICLE 23 – COMPLAINTS AND DISPUTE RESOLUTION All complaints must be submitted via the Site's contact form or through the channel indicated on the Quote, including the case reference and supporting documentation. The parties will first attempt to reach an amicable solution. This contract is governed by the laws of Hong Kong. In the absence of an amicable agreement, the competent courts of Hong Kong shall have exclusive jurisdiction, unless a specific arbitration or jurisdiction clause is included in the Quote. ARTICLE 24 – MODIFICATION OF TERMS AND CONDITIONS The applicable version is the one accepted at the time of the order. A subsequent update does not modify an order already placed, unless agreed upon by the parties or required by law. If any clause is declared null and void or unenforceable, the other clauses shall remain in full force and effect. Failure to exercise a right immediately shall not constitute a waiver of that right. ARTICLE 25 – CONTACT For any questions relating to these terms and conditions, the Client may use the Contact page of the Website. The Provider's official contact details are available in the Legal Notices and on commercial documents.