General Conditions of Sale - Professional Account

The website accessible on www.https://pros-r.com/gb/ (hereinafter the “Site”) is operated by:

The company SMILAIR MGW, Simplified Joint Stock Companys, with a capital of € 127,710.00

Headquarters: 7, rue de la Chasière - 78490 MERE

Registered with the RCS of Versailles, under number 803 648 047.

Legal representative: Mr. Richard CHANTEREAU, as President

Hereinafter referred to as “PROS-R SYSTEM”.

1.SCOPE OF APPLICATION OF THE PROS-R SYSTEM GENERAL CONDITIONS OF SALE

1.1    

These PROS-R SYSTEM General Conditions of Sale (hereinafter referred to as the “Pro GTC”) apply in their entirety to all sales of products and services (hereinafter referred to indiscriminately as the “Products”) offered by PROS-R SYSTEM to a clientele of professionals acting exclusively for purposes which fall within the scope of their professional activity (hereinafter referred to as the “Client”). The catalog of Products offered by PROS-R SYSTEM to the Customer is accessible on the site www.PROS-R.com (hereinafter referred to as the “Site”).

Are considered professionals, for the purposes hereof, any person with a SIREN number (companies, self-employed, liberal professions, associations, works councils, institutions and public authorities, etc.) or equivalent for abroad. It is expressly specified that the Pro T&Cs are only applicable to sales made to a professional Customer who is acting for purposes which fall within the scope of his professional activity, no right of withdrawal exists for the benefit of the Customer.

1.2    

Any order implies total and unreserved acceptance of all the stipulations of the Pro T&Cs and take precedence over any other document possibly emanating from the Customer. Unless specific conditions are agreed by amendment signed between two parties, the Pro T&Cs are the only ones applicable to the placing of an order. The Pro T&Cs supplemented by the Customer's order validated by PROS-R SYSTEM and where applicable by the amendment signed between the two parties constitute the sales contract concluded between PROS-R SYSTEM and the Customer, to the exclusion of any written previously exchanged by the parties. Any exceptions to the Pro T&Cs imply the signing between the parties of a specific agreement.

1.3    

The applicable Pro T&Cs are those in force on the day of the order validated by the Customer, in accordance with the terms defined in article 3 of the Pro T&Cs.

1.4    

The current version of the Pro T&Cs is permanently accessible on the Site and sent to the Customer when creating their User Account (see Article 2 of the Pro T&Cs). Generally speaking, in accordance with the provisions of article L 441-6 of the Commercial Code, the Customer may request the communication of the Pro T&Cs to PROS-R SYSTEM before any order is placed, whatever they may be. the terms of placing an order, via the Site by the User Account or by any other means.

1.5    

PROS-R SYSTEM reserves the right to modify the Pro T&Cs at any time, subject, as far as possible, to a notice period. Any modification to the Pro T&Cs will be notified to the Customer by sending an e-mail to the address provided by them as part of the procedure for creating a User Account (see Article 2 of the Pro T&Cs). It is up to the Customer to read the Pro T&Cs thus modified before placing any new order, this being, by right, subject to the new Pro T&Cs in force.

 2. CREATION AND USE OF A PRO USER ACCOUNT ON THE SITE

 2.1    

Prior to placing an order, the Customer is required to create a “Pro account” on the Site (hereinafter referred to as the “User Account”). For the purpose of creating the User Account, the Customer must complete a form accessible online and enter all of the requested information.

As part of the registration process, the Client must provide a certain amount of information and supporting documents attesting to their status as a Professional:

• Social reason
• Legal status
• SIRET + K-bis extract
• APE code
• Address
• Such
• E-mail
• Intra-community VAT number
• Name and first name of manager/legal responsible
• RIB

It is only after verification of the supporting documents sent by the Customer and subject to acceptance by the Credit Insurance organization, that PROS-R SYSTEM will be able to activate or not the User Account. As such, PROS-R SYSTEM reserves the right to refuse the creation of a User Account, if there is the slightest doubt about the veracity of the supporting documents transmitted or about the professional status of the Client.

By creating a User Account, the Customer also undertakes to use the User Account to order Products for purposes falling within the scope of his professional activity exclusively. In the event of non-compliance with this condition, the Client will be solely responsible for the consequences that may arise (criminal, tax, etc.) and undertakes to guarantee PROS-R SYSTEM against all consequences that the latter may suffer as a result of the non-compliance with this stipulation.

2.2    

To activate the User Account, the Customer must validate the User Account creation form, according to the procedure indicated on the Site. Validation of the User Account will imply express acceptance of the PROS-R SYSTEM Pro General Terms and Conditions by the Customer. An e-mail confirming the creation of the User Account will be sent to the Customer at the address indicated in the registration form.

2.3    

The Customer is prohibited from usurping the identity of a third party, from creating an account for any person other than himself, from providing an email address of which he is not the owner and from creating several User Accounts. The Customer is solely responsible for his username and password and any fraudulent use of them. The Customer undertakes not to communicate his password and not to let a third party use his User Account or let them compromise the security of his Account. In the event that the Customer reveals his password to a third party, PROS-R SYSTEM reserves the right to close his User Account.

Furthermore, if the Customer loses his username and/or password, he must then contact PROS-R SYSTEM without delay via his User Account on the Site. After having followed all the instructions provided by PROS-R SYSTEM, the Customer will receive, on the e-mail address that he has previously communicated to PROS-R SYSTEM, his new identifier and/or his new temporary password which he must subsequently personalize under the conditions indicated in said e-mail. If the Customer forgets the email address he used to create his User Account, then he must contact PROS-R SYSTEM who will communicate it to him.

2.4    

PROS-R SYSTEM reserves the right to prevent the use of the User Account, in the event that the Client provides incomplete, inaccurate or non-compliant information during the process of creating the User Account or updating it.

2.5    

On a purely exceptional basis and provided that PROS-R SYSTEM has previously given its agreement to the Customer in writing, the Customer may be exempt from creating a User Account to place an order with PROS-R SYSTEM. This exemption granted by PROS-R SYSTEM may in particular be justified by the prior existence of any other commercial relationship between the Client and PROS-R SYSTEM. In this case, the terms and conditions for placing an order for Products will be determined by PROS-R SYSTEM and the Customer.

3  PLACING AN ORDER FOR PRODUCTS

3.1

Once the User Account has been created, the Customer can send their purchase orders to PROS-R SYSTEM by any written means (fax, e-mail, etc.). When the Customer wishes to place his order through the Site, he must use the online order form. When the order amount exceeds a certain threshold, the Customer can request an online or paper quote. Furthermore, certain conditions linked to the order (weight, volume, etc.) automatically result in an online or paper quote request.

3.2

For orders placed online, any order only becomes firm and final once accepted by PROS-R SYSTEM and subject to the availability of the Products in stock. This acceptance takes the form of an order confirmation sent by PROS-R SYSTEM to the Customer by e-mail. For orders that have been the subject of a quote request, the Customer's order only becomes firm and final once the quote is returned by the Customer (by fax or e-mail) duly initialed and signed by an authorized person. and bearing the Customer's stamp during the period of validity of the quote.

3.3

PROS-R SYSTEM reserves the right to refuse to honor an order:

• which would be abnormal (particularly in terms of quantities ordered) ;
• in the event of the Customer's failure to fulfill its obligations ;
• in the event of a manifest pricing error ;
• in the event of absence of sufficient information to allow PROS-R SYSTEM to execute said command

3.4

As specified in point 2.5 above, the Customer will have the option to place an order if it is previously, expressly and in writing authorized by PROS-R SYSTEM, by any other written means than through an Account User.

In this case, the Customer communicates his order to PROS-R SYSTEM by any written means (fax, e-mail, etc.).

Any order placed by the Customer will only be considered firm and final once accepted by PROS-R SYSTEM and, subject to the availability of the Products in stock, the availability of the CUSTOMER's financial outstanding and the conformity of the format of the Order.

This acceptance takes the form:

• An Order confirmation sent by PROS-R SYSTEM by email or any other written means (fax, postal mail, etc.) to the CUSTOMER or,
• A quote issued by PROS-R SYSTEM signed by the CUSTOMER with an order number from the CUSTOMER and returned to PROS-R SYSTEM during the validity period of the quote or,
• An order issued by the CUSTOMER in the CUSTOMER's company letterhead and addressed to PROS-R SYSTEM during the validity period of the quote.

4. PRICE

 4.1

The PROS-R SYSTEM prices applicable to sales are accessible on the Site. Prices are expressed in euros, excluding taxes (Ecotax included or not depending on the products), excluding delivery costs. The delivery costs which are re-invoiced to the Customer by PROS-R SYSTEM are indicated on the Site when placing an order directly online, on the quote sent by PROS-R SYSTEM or on the order confirmation sent by PROS-R SYSTEM to the Customer. The applicable VAT rate is that in force on the day the invoice is issued. The price is established for deliveries in Metropolitan France and Corsica exclusively.

4.2

Orders are invoiced at the price applicable on the day PROS-R SYSTEM issues the quote or confirms the order. Prices are subject to change at any time. It is therefore up to the Customer to consult the prices in force on the Site before placing any order. Under no circumstances will the Customer be able to invoke any right against PROS-R SYSTEM in order to benefit from a price previously offered or subsequently proposed by PROS-R SYSTEM on the Site.

4.3

When financial benefits are agreed based on the turnover achieved between PROS-R SYSTEM and the Client, the turnover used as a basis corresponds to the turnover excluding all costs and all taxes (in particular, excluding: VAT , tire waste recovery contribution, Aliapur, shipping costs, transport costs, customs taxes, formality costs,  etc…) actually collected by PROS-R SYSTEM during the reference period.

5. DELIVERIES

5.1

DELIVERY TIMES AND TERMS

5.1.1. 

Indicative delivery times appear on the Site.

5.1.2.   

Unless otherwise agreed in advance in writing between the Parties, transport and/or shipping operations are managed by PROS-R SYSTEM and carried out by standard or express messaging. Standard delivery conditions and the applicable price are available on the Site. When the Customer wishes to agree on specific delivery arrangements and in particular delivery outside the territory of mainland France, the latter is invited to contact PROS-R SYSTEM via their PROS-R SYSTEM User Account or by any other means in order to verify its feasibility and determine the conditions.

5.2 TRANSFER OF RISKS

Notwithstanding the application of the retention of title clause, the transfer of risks occurs at the place and time agreed in the order confirmation, at the time of the first presentation of the carrier to the address indicated in the Customer's Order . The unloading of the Products is carried out in any case under the exclusive responsibility of the Customer.

When the Customer collects the Products directly from the premises of PROS-R SYSTEM, the transfer of risks occurs at the time the Products are made available by PROS-R SYSTEM on its premises, the entirety of the operations of transport, loading and unloading being at the sole risk and responsibility of the Customer.

Notwithstanding the retention of title clause, and from the transfer of risks, the Customer must insure the products against all risks of damage or liability, and in particular take out liability insurance for the Products on behalf of PROS-R SYSTEM and at its expense.

5.3  DELAY AND REFUSAL OF DELIVERY

5.3.1.   

No delay in delivery authorizes the Customer to cancel, totally or partially, his order or to refuse delivery of the Products, without PROS-R SYSTEM having been able to actually and previously note the reality of the grievance which he is criticized by the Customer. In any case, the return of the Products can only take place on condition of having been the subject of the express and prior agreement of PROS-R SYSTEM, in compliance with the stipulations of article 7.

5.3.2.   

No penalty of any nature whatsoever may be applied by the Client to PROS-R SYSTEM when the breach alleged by the Client is due to a circumstance beyond the control of PROS-R SYSTEM and/or, even partially, to the fault or negligence of the Customer.

5.3.3.   

In other cases, the application of penalties assumes that PROS-R SYSTEM has been able to verify the reality of the grievances with which it is accused by the Customer. Consequently, no penalty can be applied unilaterally and non-contradictorily by the Client. Any compensation with a sum owed by the Customer to PROS-R SYSTEM also requires that PROS-R SYSTEM has expressly acknowledged, in writing and in advance, the reality of the grievance justifying the application of the penalties.

5.3.4.   

In any event, the application of penalties cannot be purely fixed and predetermined. Indeed, any penalty must reflect the reality of the damage actually suffered by the Customer and can only relate to undelivered Products (for which the Customer has clearly demonstrated having suffered damage) and not to the entire order.

5.3.5.   

Any refusal of delivery made unilaterally by the Customer, without respecting the stipulations of article 7, for reasons not attributable to PROS-R SYSTEM and not linked, in particular, to a problem of late delivery, quality etc., will incur liability the responsibility of the Customer towards PROS-R SYSTEM.

5.4 RESERVATIONS FOR CARRIERS

5.4.1.   

In the event of damage, delays or missing items, it is the Customer's responsibility to record protests and reservations with the carrier, on the receipt document which he must sign, have countersigned by the carrier or his driver's agent, date and confirm by registered letter within three (3) days, not including public holidays, in accordance with the provisions of article L 133-3 of the Commercial Code.

5.4.2.   

Compliance with this formality is necessary to engage the liability of the transport provider. Failing this, the Customer must assume sole responsibility for any consequences of this non-compliance.

6  BILLING AND PAYMENT TERMS

6.1

Invoices are payable in cash, at the time the order is placed, before shipment of the Products. Payment is made by bank transfer, credit card, administrative mandate. Payment is deemed to have been made at the time when the funds are effectively available to PROS-R SYSTEM in its bank accounts.

6.2

No discount for early payment or cash payment is granted.

6.3

When the parties maintain a continuing business flow, PROS-R SYSTEM may possibly grant payment terms of thirty (30) days from the date of issue of the invoice, depending on the credit authorization obtained from insurance or financial intelligence companies. Where applicable, payment deadlines will be agreed in writing, signed by both Parties. In the event of insufficient or unsatisfactory information or in the event of late payment, invoices will once again become automatically payable in cash at the time the order is placed.

6.4

Any deterioration in the Customer's credit may, at any time, justify:

• the reduction in the Customer's outstanding ceiling possibly granted by PROS-R SYSTEM which may lead to a suspension of orders in progress ;
• the requirement for cash payment at the time of placing the order before shipping the Products ;
• the request for specific guarantees (autonomous guarantee, bank guarantee, etc.). Failing to be able to obtain such guarantees, for whatever reason, PROS-R SYSTEM reserves the right not to honor orders and/or to suspend and/or terminate orders in progress.

6.5

Any unpaid invoice, in whole or in part, on the due date automatically entails, without prior notice:

• the application of late payment penalties calculated by applying a rate equal to three times the legal interest rate in force on the amounts remaining due and for a period corresponding to the number of days of delay observed between the due date on the invoice and the actual payment on the value date ;
• the legal lump sum compensation of €40 for recovery costs, without prejudice to the right of PROS-R SYSTEM to claim additional compensation upon supporting documentation ;
• the immediate payment of all sums remaining due, regardless of the method of payment provided.

PROS-R SYSTEM will also have the ability to:

• notify the termination of the sales contracts concerned, the Customer must then return the unpaid Products, subject to a retention of title clause, which have already been delivered, at its expense and risk ;
• the right for PROS-R SYSTEM to claim compensation for the damage suffered ;
• refuse any new order or suspend the execution of current orders until payment of all sums due or until the Customer has provided a payment guarantee for the benefit of PROS-R SYSTEM.

6.6

Offsetting will automatically take place between the sums owed by the Client to PROS-R SYSTEM and those owed by PROS-R SYSTEM to the Client and in the manner provided for by article L 442-6, I, 8° of the Commercial Code regarding compensation for non-compliance with delivery times or non-conformity of the goods.

Consequently, the Client expressly consents to the compensation of sums owed by the Client to PROS-R SYSTEM, whether under sales contracts concluded between PROS-R SYSTEM and the Client or under any other commercial relationship. that the parties could otherwise maintain, with all the debts that PROS-R SYSTEM owes to the Client and/or with all other sums that PROS-R SYSTEM holds in the name and on behalf of the Client, for whatever reason, either automatic and immediate and in the manner provided for by article L442 6 I 8° of the Commercial Code with regard to compensation for non-compliance with delivery times or non-conformity of the goods.

In the event of cessation of commercial relations, the receivables and all other mutually owed sums existing between PROS-R SYSTEM or its delegates, on the one hand, and the Client, on the other hand, will automatically become due and will be offset between they.

The same will apply in the event of default or late payment by one of the Parties of all sums due in respect of invoices issued.

7. PRODUCTS – CONFORMITY – GUARANTEE

7.1 PRODUCT CHARACTERISTICS

7.1.1.   

The visuals of the Products accessible on the Site have no contractual value and are therefore not enforceable against PROS-R SYSTEM.

7.1.2.   

The Products are offered by PROS-R SYSTEM while stocks last. PROS-R SYSTEM cannot be held liable by the Customer in the event of unavailability of a Product.

7.1.3.   

PROS-R SYSTEM freely determines the evolution of the ranges and references of Products offered on the Site. The information given in the catalogs and prospectuses is given for information purposes only by PROS-R SYSTEM.

PROS-R SYSTEM thus reserves the right to cease marketing any Product offered to the Customer appearing on the Site or the commercial documents and/or to modify at any time the characteristics of these Products, without the Customer being able to incur liability. from PROS-R SYSTEM in this regard and/or claim payment of damages.

7.1.4.   

It is up to the Customer to carefully read the description of the Products and its technical characteristics detailed on the Site and to check that the Product(s) he wishes to order corresponds to his needs and expectations. Under no circumstances can PROS-R SYSTEM be held liable by the Customer when the latter has ordered a Product which does not correspond to their needs and expectations of which PROS-R SYSTEM would not have been aware. The Customer's attention is drawn to the fact that PROS-R SYSTEM installs ranges of Products intended for professional equipment and other Products which do not have the characteristics of professional equipment and are intended for non-intensive everyday use. . Thus, the Customer cannot blame PROS-R SYSTEM for any non-compliance or invoke the benefit of a guarantee since the latter has purchased a common consumer good for industrial use.

7.1.5.   

Under no circumstances can unsold items be taken back by PROS-R SYSTEM.

7.1.6.   

The Products offered by PROS-R SYSTEM comply with the regulations applicable in mainland France. It is up to the Customer who intends to export the purchased Products to verify the compatibility and compliance of the Products with the legislation of the country of destination. PROS-R SYSTEM cannot be held liable by the Customer in the event of export of Products that are not compatible or non-compliant with any legislation not applicable in France, which the Customer expressly acknowledges and accepts.

7.2 RECEIPT AND CONFORMITY OF PRODUCTS

7.2.1.   

PROS-R SYSTEM undertakes to deliver a Product conforming to the order sent to the Customer. The Customer is solely responsible for the suitability of the Products ordered with the specific needs and expectations of the Customer as well as the use for which the Customer intends the Product.

7.2.2.   

Without prejudice to the reservations to be made by the Customer to the carrier, all complaints relating to the conformity of the Product must be brought to the attention of PROS-R SYSTEM, under penalty of inadmissibility, in writing, as soon as possible and at the latest late within 3 calendar days from receipt of the Products by the Customer. To be valid, any complaint must mention the references and dates of the corresponding order and delivery documents.

7.2.3.   

It is up to the Customer to provide any justification as to the reality of the non-conformities observed. The Customer must reserve for PROS-R SYSTEM every facility to identify the Product(s) concerned and to carry out the possible observation of the alleged facts in order to remedy them. PROS-R SYSTEM reserves the right to carry out any observation, verification and examination at the Client's premises directly or through any intermediary of its choice.

7.2.4.   

Returns of non-compliant Products are only authorized and accepted after prior written agreement from PROS-R SYSTEM. No unjustified return or resumption of Products may be required by the Customer. The Products must be returned to PROS-R SYSTEM by the Customer, without having undergone any modifications, within fifteen (15) calendar days from recognition by PROS-R SYSTEM of the non-conformity.

7.2.5.   

The liability of PROS-R SYSTEM is strictly limited to the replacement of non-compliant Products or the reimbursement of non-compliant Products, at their invoice price, to the exclusion of all damages.

7.2.6.   

In the absence of any reservation or complaint made by the Customer in accordance with the stipulations of this article, any Product delivered will be deemed to be compliant.

7.2.7.   

In accordance with article L 442-6 of the Commercial Code, the Customer is prohibited from refusing Products and/or returning Products and/or automatically applying penalties, without PROS-R SYSTEM has not been able to verify the reality of the complaint invoked by the Customer. Any unjustified refusal of all or part of the Products will result in the invoicing of transport costs and other costs caused by the refusal.

7.3  AFTER SALES SERVICE

7.3.1.   

The manufacturer or supplier of the Product sold by PROS-R SYSTEM to the Customer may offer after-sales service and/or specific commercial guarantees on these Products. PROS-R SYSTEM is available to its Customer to inform them of the terms of support for the Products in this respect by the manufacturer or supplier of the Product, the conditions may vary from one manufacturer or supplier to another.

7.3.2.   

PROS-R SYSTEM may, for certain Products, offer additional contractual guarantees for a fee. The prices, terms and conditions for granting and implementing such guarantees are detailed on the Site.

7.4 LEGAL WARRANTY AGAINST HIDDEN DEFECTS AND LIABILITY FOR DEFECTIVE PRODUCTS

7.4.1.   

In the event of the subsequent occurrence of a defect, hidden at the time of sale, rendering the Product unfit for its normal destination, the Customer is required to notify PROS-R SYSTEM of its occurrence within thirty (30) ) calendar days from its discovery. This notification must mention the references and dates of the corresponding order and delivery documents.

7.4.2.   

It is up to the Customer to provide any justification as to the reality of the defects occurring and their consequences on the destination of the Product. The Customer must reserve for PROS-R SYSTEM all facilities to identify the Product(s) concerned and to carry out the possible detection of the alleged defect. PROS-R SYSTEM reserves the right to carry out any observation, verification and examination at the Client's premises directly or through any intermediary of its choice.

7.4.3.   

When the defect making the Product unfit for its intended purpose has been established by the Customer and recognized by PROS-R SYSTEM, PROS-R SYSTEM undertakes either to refund the sale price of the Product in return for the return of said Product by the CUSTOMER or the replacement of the Product, excluding any damages.

7.5 PRODUCT RECALL

7.5.1.   

PROS-R SYSTEM may be required, in particular at the request of one of its suppliers or the competent administrations, to withdraw or recall Products. Any Product withdrawal-recall procedure will take place in close collaboration between the Customer and PROS-R SYSTEM, with a view to efficiency, responsiveness and proportionality. With this in mind, the Client undertakes to take all necessary steps with its own clients.

7.5.2.   

Any communication from the Customer on the quality of the Products sold by PROS-R SYSTEM can only take place after express agreement from PROS-R SYSTEM.

7.6 CONDITIONS OF RESPONSIBILITY OF PROS-R SYSTEM

7.6.1.   

The Customer is required to carefully read the notices relating to the technical characteristics of the Products provided by the manufacturer of the Products and to strictly respect the conditions of use defined by the latter. The Customer will be solely responsible for the consequences linked to non-compliance with the conditions of use, abnormal use of the Products and/or abnormal or inappropriate storage conditions. The responsibility of PROS-R SYSTEM, in any capacity whatsoever, cannot be incurred by the Client in the event of non-compliance with this stipulation, which the Client expressly acknowledges and accepts.

7.6.2.   

PROS-R SYSTEM cannot be held responsible under any circumstances in the event of non-compliance of the Products with the standards and regulations which come into force after their delivery or in the event of deterioration or damage occurring to the Products not attributable to PROS-R SYSTEM. .

7.6.3.   

The liability of PROS-R SYSTEM can only be validly incurred provided that the Client demonstrates the existence of a fault attributable to PROS-R SYSTEM, damage and a causal link between the fault and the damage. . The liability of PROS-R SYSTEM will in any event be strictly limited to direct, certain and foreseeable damage, to the exclusion of any indirect, hypothetical or unforeseeable damage and in any event, will be limited to the amount actually collected by PROS-R SYSTEM in respect of the order placed by the Customer or, when the liability of PROS-R SYSTEM is unrelated to a specific order, to the amounts actually collected by PROS-R SYSTEM in respect of orders placed by the Customer during the twelve ( 12) last months.

8. RESERVATION OF OWNERSHIP

8.1

PROS-R SYSTEM reserves ownership of the Products delivered until full payment of the price as well as late payment penalties or fixed compensation for recovery costs and any other incidental sum relating thereto.

8.2

The Customer undertakes to allow the identification and claim of the Products delivered at any time. By express agreement, Products in stock with the Customer are deemed to relate to unpaid invoices.

8.3

The Customer, authorized to resell the products delivered in the normal execution of its business, undertakes, where applicable, to automatically assign to PROS-R SYSTEM the debt held against its sub-purchasers, to competition of the amounts remaining due. The Customer is also required to immediately inform PROS-R SYSTEM of the seizure, for the benefit of a third party, of the Products delivered under retention of title. The Customer further agrees not to pledge or transfer ownership of the Products as security.

8.4

In the event of non-payment of a fraction or the entirety of any of the agreed due dates, and fifteen (15) days after formal notice by registered letter remains unsuccessful, in whole or in part, PROS-R SYSTEM reserves the right to pursue the forced execution of the sale or the resolution of the sale. In the latter case, the Product must be made immediately available to PROS-R SYSTEM, unless the latter requires the return of the Products at the risk and expense of the Customer. This claim may be made by any means (registered letter, fax, bailiff's summons, contradictory inventory, etc.), at the expense and risk of the Customer. All sums already paid by the Client (in particular deposits) will remain acquired as damages, without prejudice to the right of PROS-R SYSTEM to claim additional justified damages.

8.5

The preceding stipulations do not prevent the transfer to the Customer of the risks of loss and deterioration of the Products sold as they result from the article 5.2. above.

9. INTELLECTUAL PROPERTY RIGHTS

9.1

The Customer acknowledges that PROS-R SYSTEM does not hold all the intellectual property rights and other distinctive signs covering the Products sold by PROS-R SYSTEM and the elements attached thereto, including the visuals of the Products. Consequently, the sale by PROS-R SYSTEM of the Products to the Customer does not entail for the benefit of the latter any transfer or concession of any intellectual property rights whatsoever relating to said Products and the elements attached to them, including the visuals of the Products, and in particular rights relating to trademarks, designs and models, patents and even copyright.

9.2

The Customer undertakes to resell the Products in their original presentation and packaging, without making any alteration. The Customer also undertakes not to make improper use of the Products which would in any way infringe the intellectual property rights of the manufacturer and more precisely which would discredit or devalue the Products and the rights attached to them. In the event of non-compliance with this stipulation, the Client will be solely responsible for all consequences that may arise and will therefore guarantee PROS-R SYSTEM, which the Client expressly acknowledges and accepts.

In the case of the violation by the Customer of the obligations as defined in this article, PROS-R SYSTEM reserves the right to immediately discontinue any order in progress and terminate the contract with the Customer without delay, without prejudice to any legal action and claim of damages.

9.3

The Customer acknowledges that all elements of whatever nature they are composing the Site, such as the structure of the Site and its graphic charter, are the property of PROS-R SYSTEM and are protected by intellectual property law. PROS-R SYSTEM grants the Customer a simple non-exclusive right of use of the Site in accordance with its destination. Any other use of the Site is a counterfeit and sanctioned by the Intellectual Property Code, except for the prior and express authorization of PROS-R SYSTEM.

10. FORCE MAJEURE AND FORTITUTE EVENTS

10.1

PROS-R SYSTEM will be released from its obligations for any event constituting force majeure or a fortuitous event which would prevent or delay the delivery of the Products.

10.2

In the event that all orders are completely suspended for a period of more than one (1) month due to a case of force majeure or an unforeseeable event, each party will have the right to terminate the suspended orders, without having to no compensation in this respect to the other party, on the condition of notifying this termination to the other party by registered letter with acknowledgment of receipt.

11. CONFIDENTIALITY

The parties recognize the confidential nature of all information exchanged between them for the execution of orders and undertake to keep them confidential.

Constitutes “Confidential Information” any information transmitted by any means, as part of the execution of orders.

Accordingly, it is understood between the parties that all Confidential Information communicated by one of the parties to the other party will be kept by the receiving party in the same manner as it keeps its own confidential information, that such Confidential Information will not be copied or reproduced and will only be used for partnership purposes between the parties. Each party undertakes to respect this obligation of confidentiality by all of its staff, subcontractors, or any other person involved in the execution of orders.

At any time during the partnership, the Confidential Information must, according to the instructions of the party which transmitted it, either be returned to it within three (3) working days of its request, or be destroyed.

This confidentiality obligation does not apply to the part of the information:

accessible to the public on the date of its communication by the transmitting party to the receiving party, or which becomes available after this date and without fault of the receiving party; already known to the receiving party at the time of its communication by the transmitting party; transmitted to the receiving party with express waiver of the issuing party from the obligation of confidentiality.

12. USE OF THE SITE

The Site may be modified or updated and access to the Site interrupted, suspended or arrested at any time without prior notice. As such, it is specified that any maintenance operation carried out on the Site may disrupt the access and/or operation of the Site. In any case, the Customer acknowledges that they are alerted to the technical hazards inherent in the Internet and the resulting access interruptions. PROS-R SYSTEM cannot be held responsible for any unavailability or slowdown of the Site.

PROS-R SYSTEM is in any case not able to guarantee the continuity of the functionality of the Site, which the Customer acknowledges. Under no circumstances can PROS-R SYSTEM be held liable by the Customer in this respect. Furthermore, PROS-R SYSTEM cannot be held responsible for the impact of these disruptions to access and/or functionality of the Site on the Client's activity.

13. DATA PROCESSING

13.1 PROCESSING OF CUSTOMER BUSINESS DATA BY PROS-R SYSTEM

The Customer is informed that the collection and processing of business data concerning him is necessary for the creation of a “PROS-R SYSTEM” account as well as for the processing and monitoring of his orders, the after-sales service of Products ordered, marketing management and customer relations of their User Account. Business data may include information allowing the identification of Customer employees (e.g. email address). The Client undertakes to communicate to PROS-R SYSTEM such personal data within the limits of what is necessary for the proper completion of the relationship of the Parties.

13.2 PROCESSING OF PERSONAL DATA BY THE CUSTOMER

The Customer is solely responsible for the obligations that may be incumbent on him regarding the processing of personal data that he carries out in the context of the resale of Products purchased from PROS-R SYSTEM. In this respect, it undertakes to respect all legal or regulatory provisions relating to the processing of applicable Personal Data, and, in particular, to scrupulously respect all the requirements of the CNIL, all in such a way that PROS-R SYSTEM cannot , in any way, to be worried about it. PROS-R SYSTEM cannot be held responsible in any way in this respect.

14. CONFIDENTIALITY – PERSONAL DATA

14.1

The fact of one or the other Party not invoking any of the stipulations of the Pro T&Cs against the other cannot be interpreted as implying a waiver of invoking or benefiting from it. later.

14.2

The Customer is required to diversify its sources of supply. The Customer undertakes to inform, in writing, PROS-R SYSTEM, of the fact that the purchase volume made with the latter represents or is greater than 15% of its overall purchase volume. No obligation of exclusive supply or purchasing quota being imposed by PROS-R SYSTEM on the Customer, the responsibility of PROS-R SYSTEM cannot be incurred by the Customer when the latter is in a situation of economic dependence due to of strategic choice and/or a commercial policy that he will have freely implemented.

14.3

The Client undertakes to inform PROS-R SYSTEM of its possible membership of a group and of any takeover of control and/or participation in its company directly or indirectly by a third party since this modification is likely to create or aggravate a risk of economic dependence.

14.4

The Parties expressly refrain from disclosing, directly or indirectly, any information concerning the other party relating in particular to the special conditions of sale which could be granted, to third parties, except to comply with legal obligations. If applicable, the party concerned by the request for disclosure will inform the other party.

14.5

Except in the event of a forced transfer taking place within the framework of a collective procedure to which it would be subject, each party may not transfer all or part of the obligations incumbent on it without the prior written agreement of the other Party.

14.6

The Parties acknowledge that the partnership or contract concluded between them does not constitute an association or a franchise by one of the parties to the other.

Under no circumstances may a party be considered directly or indirectly as an employee, representative, or agent of the other party.

14.7

In the event that one or more stipulations of these CGV PRO were considered null and invalid or declared as such in application of a law, a regulation or following a final decision of a competent court, the other stipulations would retain all their force and scope.

15. APPLICABLE LAW AND ATTRIBUTION OF JURISDICTION

15.1

The contract between the parties is governed by French law.

15.2

In the event of a dispute, the parties will try to get closer to finding a friendly solution.

15.3

The parties agree that, by way of derogation from the applicable legal provisions, any dispute that may arise between the parties will be prescribed within one (1) year from its giving rise.

15.4

The courts within the jurisdiction of the Versailles Court of Appeal will have exclusive jurisdiction, notwithstanding multiple defendants, warranty appeals and emergency procedures.