Terms and conditions of sale France

1 - PREAMBLE

1.1 - The purpose of this contract is to define the conditions under which C2J (hereinafter referred to as the Service Provider/Supplier or Vendor) provides services/sales to its Customers (hereinafter referred to as Customers or Purchasers).

1.2 - These general terms and conditions of sale govern the contractual relationship between the Vendor and the Buyer. All orders imply the Buyer's acceptance of these terms and conditions, to which the Buyer may not oppose any derogation not previously accepted in writing by the Vendor.

1.3 - The act of ordering a service or product from the Service Provider by a natural or legal person implies full acceptance of these terms and conditions of sale. Signature of the order form or quotation implies acceptance by the Customer of these terms and conditions of sale.

All documents other than these general terms and conditions of sale, in particular catalogs, prospectuses, advertisements and notices, are for information purposes only and are non-contractual.

1.4 - C2J may modify, update or rectify the present Terms and Conditions, in particular in order to take into account changes in legislation, regulations, case law or technology. The Service Provider notifies its Customers of any changes to its General Terms and Conditions on the home page of its website. The update does not apply to services already performed or in progress.

1.5 - Should any of the present clauses be found to be invalid for any reason whatsoever, only the clause or clauses in question shall be deemed to be unwritten, all other provisions being maintained in their entirety.

2 - QUOTATION

When a quotation is drawn up, it constitutes special terms and conditions of sale that modify or supplement these general terms and conditions.

The special terms and conditions shown on this quotation take precedence over the general terms and conditions of sale.

3 - ORDERS

3.1 - In all cases, the Service Provider will provide the Customer with a quotation upon request by e-mail, post or fax. The quotation or order form provided must be returned signed.

Any new request from the customer during the course of the project may be the subject of a new quotation or purchase order.

3.2 - Orders, even when taken by our representatives or employees, are only definitive when confirmed in writing and, if applicable, after payment of a deposit as stipulated in said confirmation.

3.3 - All orders are firm and may not be terminated for any reason whatsoever by the sole wilĺ of the Buyer.

3.4 - Orders sent to the Supplier are irrevocable for the Customer, unless accepted in writing by the Supplier.

Any request to modify the composition of an order placed by a Customer will only be taken into account by the Supplier if the request is made in writing, including by fax or e-mail, and is received by the Supplier no later than 8 days after receipt by the Supplier of the initial order.

In the event of modification of the order by the Customer, the Supplier will be released from the deadlines agreed for its execution.

3.5 - It is the Buyer's responsibility to provide proof that he/she has indicated́ in writing to the Vendor, the final destination of the products purchased being specified́ that any use of the product not in conformity with its destination shall not engage the Vendor's responsibilitý.

3.6 - The Vendor is released́ from the obligation to deliver in the event of force majeure or in the event of circumstances beyond its control, and in particular in the event of total or partial strikes, fire, flood, frost, storm, epidemic, supply difficulties and also in the event that one of its Suppliers is forced, for reasons of force majeure, to cancel a shipment.

4 - PICK-UP/DELIVERY/TRANSPORT

4.1 - Delivery and availability times are given for information purposes only and are subject to availability.

Delays in delivery may not give rise to any penaltieś or indemnities, nor be grounds for cancellation of the order. Any delay in relation to the indicative delivery time initially planned shall not justify cancellation of the order placed by the Customer and recorded by the service provider.

If shipment is delayed for a cause dependent on the wilĺ of the Buyer, the goods are stored or handled at the Buyer's expense, risk and peril.

Goods can only be delivered if all outstanding invoices have been paid in full.

4.2 - In the case of transport by our care, our goods are sold including a delivery package at the Buyer's expense.

4.3 - In the case of "ex-works" sales, the transfer of risks (notably loss, theft, deterioration of goods) to the Buyer takes place as soon as the goods are collected, whether this is doné by the Buyer or by a carrier appointed by the latter.

Whatever the method of shipment, the goods travel at the risk of the Buyer, who has direct recourse against the carrier in accordance with the provisions of article L 133 - 3 and 4 of the French Commercial Code.

Consequently, it is the customer's responsibility to safeguard his rights vis-à-vis the carrier by making reservations within the time limits and in the form laid down by current legislation. Any goods which have not been the subject of reservations by registered letter with acknowledgement of receipt within five (5) days of receipt from the carrier, in accordance with article L. 133-3 of the French Commercial Code, and a copy of which will be sent simultaneously to the service provider, will be deemed to have been accepted by the Customer.

The Seller cannot be held responsible for damage caused to or by the goods during transport or after delivery.

4.4 - The Vendor is released́ from the obligation to deliver in the event of force majeure and in particular total or partial strikes, fires, floods.

4.5 - In the event of refusal to take delivery or failure to collect the goods ordered, the Vendor may dispose of them eight days after notification by registered letter with acknowledgement of receipt, which has remained without effect. It will retain the deposit paid as compensatioń without prejudice to any other damages it may claim from the Buyer. Furthermore, in the event of failure to collect or refusal to take delivery of goods manufactured or ordered specially for the Buyer, within a period of eight days, after notification by registered letter with acknowledgement of receipt, the latter will remain liable for the totalitý of the sale price and ancillary costs of the goods.

5 - CLAIMS/WARRANTIES

5.1 - Any claim relating to the conformitý of the products, excluding any transport dispute, must be made, by registered letter with acknowledgement of receipt, within five days of delivery to which the receipted invoice must be attached.

Any complaint concerning apparent defects or non-conformitý of the product delivered with the product ordered must be indicated precisely. It is the Buyer's responsibility to provide all justifications as to the reality of the defects or shortages noted.

Under this warranty, the Seller's sole obligation shall be the free replacement or repair of the goods or component recognized as defective by its services.

The warranty will not apply to visual or aesthetic appearance, defects and deterioration caused in particular by normal wear and tear, external accident, negligence, lack of maintenance, use not in accordance with its intended purpose, intervention by a third party, inappropriate mode of storagé.

The same shall apply in the event that the Customer makes modifications to the product which are not provided for or specified by the manufacturer.

Furthermore, it does not apply to indirect damage, in particular loss of operations, markets, customers or image.

Unconditional acceptance of the products ordered by the customer covers any visible defects and/or shortages.

Complaints made by the purchaser in accordance with the terms and conditions described in the present article do not suspend payment by the Customer for the goods concerned.

Under no circumstances can the service provider be held responsible for destruction, damage, loss or theft during transport, even if he has chosen the carrier.

5.2 - In the event that it is an imported product, the Vendor has the qualitý of importer and not manufacturer. In this context, any possible recourse relating to the conformitý of the product will be administered by the Seller, who will redirect to the Manufacturer.

5.3 - In the event that the Vendor grants a contractual warranty to non-professional customers, it must nevertheless, in application of article 1641 et seq. of the French Civil Code, supplemented by article R211 - 4 of the French Consumer Code, guarantee the Buyer against the consequences of latent defects (defects rendering the product unfit for its intended use) under the legal warranty. The action must be brought within 3 months of discovery of the defect, failing which the claim will be barred.

5.4 - No return of goods will be accepted́ unless expressly authorized in writing by the Vendor. In this case, the goods will travel at the Buyer's risk and peril and must be shipped carriage paid, within the period indicated by the Seller, in perfect condition in their original state and in intact packaging. Any accepted return will result in a reduction in the return value of the goods equal to at least 15% of the invoiced amount excluding VAT, and will give rise exclusively to the issue of a credit note.

6 - PRICES/ADDITIONAL CHARGES/PAYMENT TERMS

6.1 - Products will be invoiced on the basis of the price list in force on the date of the duly registered order. In the case of orders giving rise to split or staggered deliveries, the applicable rate will be that in force at the time of delivery or collection.

6.2 - All sales are payable in cash without discount, at the latest on the day of delivery.

Also, if the Supplier has serious or specific reasons to fear payment difficulties on the part of the Customer at the date of the order, or subsequent thereto, or if the Customer does not present the same guarantees as at the date of acceptance of the order, the Supplier may make acceptance of the order or its continued execution conditional upon cash payment or the provision, by the Customer, of guarantees in favor of the Supplier.

The Supplier shall also have the right, prior to acceptance of any order, as well as during its execution, to require the Customer to communicate its accounting documents, and in particular profit and loss accounts, even provisional ones, enabling the Supplier to assess the Customer's solvency. In the event of the Customer's refusal to pay in cash, without any sufficient guarantee being offered by the latter, the Supplier may refuse to honour the order(s) placed and to deliver the goods concerned, without the Customer being able to argue an unjustified refusal to sell, or claim any compensation whatsoever.

6.3 - Any request for payment by instalments implies the prior opening of an account by the administrative services of the Vendor, who is free to refuse, reduce or terminate it at any time without notice and without giving reasons. Payment terms granted may not exceed those stipulated in article L 441-10 of the French Commercial Code.

6.4 - Failure to pay by the due date stated on the invoice will automatically result in the cancellation of payment facilities, with the balance of the price becoming immediately due and forfeiture of all outstanding amounts.

6.5 - In the event of payment occurring after the due date mentioned on the invoice, late payment interest will be due; it will begin to accrue from the day following the payment date shown on the invoice and will continue to accrue until the day of full payment of alĺ of the sums due to the Vendor. Their amount will be equal to the interest rate applied by the ECB to its most recent refinancing operation on the due date, increased by 10 percentage points. They will be due on the day following the payment date mentioned on the invoice. The Vendor reserves the right́ to claim payment by means of legal action.

6.6 - The fixed indemnitý for collection costs in the event of late payment is 40 euros.

The Supplier may request additional compensation from the Purchaser if the collection costs actually incurred exceed this amount, upon presentation of supporting documents.

6.7 - Should the Buyer's situation deteriorate, the Vendor may, even after partial shipment of an order, require from the Buyer such guarantees as it deems appropriate for the proper execution of the commitments made, and refusal to meet such guarantees shall entitle the Vendor to cancel all or part of the order.

7 - RETENTION OF TITLE

7.1 - The Buyer will only become the owner of the goods after payment in fulĺ of their selling price, ancillary costs and, where applicable, late payment penalties.

7.2 - In the event of non-payment of a single instalment, and following simple notification to the Buyer by letter, the Vendor may demand the return of its products at the Buyer's expense.

7.3 - Notwithstanding the present retention of title clausé, all risks relating to the products sold shall be borne by the Buyer upon acceptance of said products on delivery. He will thus be held responsible for all risks of deterioration, loss, partial or total destruction, whatever the cause of the damage, even if it is a fortuitous event or force majeure. The Buyer undertakes to inform any third party, in particular in the event of seizure, that the Products under the reservation of title clausé belong to the Seller.

7.4 - The Vendor will automatically enforce the retention of title clausé under the conditions provided for by law.

7.5 - By express agreement, the Supplier may exercise its rights under the present retention of title clause, in respect of any of its claims, over all of its products in the Customer's possession, the latter being conventionally presumed to be those unpaid, and the Supplier may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel sales in progress.

In this case, the Supplier will send a formal notice to take back or claim the delivered goods, with any payments made being acquired by the Supplier as a penalty clause.

7.6 - In the event of non-payment of an invoice on the due date, the Supplier may also demand the cancellation of the sale after sending a simple formal notice. Likewise, the Supplier may unilaterally, after sending a formal notice, draw up or have drawn up an inventory of its products in the possession of the Customer, who hereby undertakes to allow free access to its warehouses, stores or other premises for this purpose, ensuring that identification of the products is always possible.

In the event of the opening of receivership or liquidation proceedings, outstanding orders will be automatically cancelled, and the Supplier reserves the right to reclaim goods in stock.

The present clause does not prevent the risk in the goods from being transferred to the Buyer as soon as they are delivered to him.

From the time of delivery, the Purchaser is constituted the depositary and guardian of the said goods. In the event of non-payment, and unless the Supplier prefers to request full and complete performance of the sale, the Supplier reserves the right to terminate the sale after formal notice and to reclaim the goods delivered, with return costs to be borne by the Purchaser and any payments made being retained by the Supplier as a penalty clause.

In addition, the Buyer may request the Seller to perform various services on the goods (repairs, storage, maintenance, etc.).

In this case, the Vendor will send the Buyer a quotation for the work to be carried out, which the Buyer must sign and return.

He will deliver the goods to the Seller's premises.

If the Buyer allows the goods to remain unclaimed on the Seller's premises for a period of 6 months, the Seller will become the owner of the goods. Ownership will be definitively acquired by the Vendor, whatever the nature of the service provided by the Vendor (maintenance, repair ....) and regardless of whether the Buyer has signed the quotation for the service to be provided (the sending of the goods by the Buyer to the Vendor implies agreement to the proposed quotation).

8 - PENALTY CLAUSE

In the event of non-payment on the due date, and without prejudice to any costs which may be charged to the Buyer for the recovery of the sums due, compensatioń equal to 15% of the principal amount of the unpaid claim may be demanded after prior formal notice.

9 - INTELLECTUAL PROPERTY

Our quotations, studies, drawings, plans, models and documents of any kind delivered or sent by us remain our exclusive propertý, only C2J is the owner of the intellectual property rights on these documents.

They may not be communicated or disclosed to third parties for any reason whatsoever.

Our customers undertake not to make any use of these documents which might infringe the Supplier's industrial or intellectual property rights.

10 - Force majeure

Force majeure or fortuitous events are events beyond the control of the parties, which they could not reasonably be expected to foresee, and which they could not reasonably avoid or overcome, insofar as their occurrence renders performance of the obligations totally impossible.

In particular, the following are considered to be cases of force majeure or fortuitous events, releasing the Supplier from its obligation to deliver within the timeframes initially set: strikes by all or part of the Supplier's staff or its usual carriers, fire, flood, war, production stoppages due to unforeseen breakdowns, the impossibility of being supplied with raw materials, epidemics, thaw barriers, roadblocks, EDF-GDF strike or supply disruption, or supply disruption for a reason not attributable to the Supplier, as well as any other cause of supply disruption not attributable to other Suppliers.

In such circumstances, the Supplier shall notify the Customer in writing, in particular by fax or e-mail, within 24 hours of the date of occurrence of the events, the contract binding the Supplier and the Customer then being suspended ipso jure without compensation, as from the date of occurrence of the event.

If the event lasts for more than thirty (30) days from the date of its occurrence, the sales contract entered into by the Supplier and its Customer may be terminated by the more diligent party, without either party being entitled to claim damages.

This termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt denouncing the said sales contract.

11 - APPLICABLE LAW AND JURISDICTION

Only French law is applicable.

In the event of a dispute, the Commercial Court of the Vendor's registered office shall have sole jurisdiction. The present clause applies in all cases including in matters of refèré or petition, incidental claim or appeal in warranty. However, the Vendor reserves the right́ to bring the matter before the courts of the place of arrival of the products at the Purchaser's premises. Indications on bills of exchange, invoices, notices or clauses to the contrary from the Buyer, shall not derogate from this attribution of jurisdiction.

12 - Personal data

In connection with the provision of the Services, the Service Provider has access to and disposes of Personal Data for which the Service Provider determines under its responsibility the purposes and means of processing in its capacity as data controller within the meaning of Article 4, paragraph 7 of the European General Data Protection Regulation No. 2016/679 of April 27, 2016 ("GDPR").

The Service Provider warrants that it complies with all applicable laws and regulations relating to the protection of Personal Data, including Law No. 78-17 of January 6, 1978 relating to data processing, files and freedoms applicable on the date hereof, and the RGPD.

The Customer is also a data controller within the meaning of the RGPD concerning its own processing and the processing of Personal Data transmitted by the Service Provider. In this capacity, the Customer warrants to the Service Provider compliance with applicable laws and regulations regarding the protection of Personal Data and the compatibility of the processing with the purpose indicated above.

13 - Communication

The Service Provider may distribute any creation made for its Customers for commercial prospecting purposes. The Customer authorizes the Service Provider to mention the Customer's name in its commercial documents and for commercial prospecting purposes.

The Buyer expressly acknowledges the Seller's right to avail itself for advertising purposes of the qualitý of Seller of goods to the Buyer in all documents or multimedia aimed at promoting its business.

14 - Waiver

The Supplier's failure to invoke any of the clauses herein at a given time shall not constitute a waiver of its right to invoke the same clauses at a later time.

15 - Acceptance by the Buyer

These general terms and conditions of sale, as well as the price lists and schedules of discounts and rebates attached hereto, are expressly approved and accepted by the Buyer, who declares and acknowledges that he has full knowledge thereof, and hereby waives the right to rely on any contradictory document, in particular his own general terms and conditions of purchase.