These general terms and conditions (hereinafter the “Terms and Conditions”) apply between the company SBE identified in Article 2 below (hereinafter the “Company”) and any natural or legal person (hereinafter the “Client”) placing an order with the Company (hereinafter the “Order”).

The Terms and Conditions may be amended at any time. The version of the Terms and Conditions applicable is the one available on the Company’s website (hereinafter the “Site”) at the time of your Order, regardless of the means used. Last updated: January 2024

ARTICLE 1. ACCEPTANCE OF THE TERMS

1.1. The Client expressly and unreservedly acknowledges acceptance of these Terms and Conditions and confirms having read all the provisions set out below when placing any order with the Company, whether through the form available in the Company’s printed catalogue (hereinafter the “Catalogue”), via the Company’s website, or by contacting the Company directly by any other means.

1.2. For any service concluded through the Site, ticking the box on the Site stating: “I have read the General Terms and Conditions of Sale and accept them without reservation” means that the Client confirms having accepted these Terms and Conditions without reservation.

1.3. These Terms may be amended at any time by the Company. It is therefore the Client’s responsibility to read them before purchasing any product or service offered by the Company, as the applicable Terms and Conditions are those in effect at the time the order is finalized under the conditions set out in Article 5.

Last updated: January 2024

ARTICLE 2. COMPANY IDENTIFICATION

The company SÉCURITÉ BUREAUTIQUE EUROPÉENNE (SBE)

Simplified joint-stock company (SAS) with a share capital of €38,112.25

Registered office: 4, place des Vosges CS 20389 Courbevoie 92052 PARIS LA DÉFENSE CEDEX FRANCE

Registered in the Paris Trade and Companies Register under number 384 576 708

EU VAT number: FR11384576708

NAF code: 4669B

ARTICLE 3. ITEMS OFFERED FOR SALE AND SERVICES

3.1. The products and services offered for sale by the Company (hereinafter the “Items”)

are notably presented on the Site and/or in the latest edition of the Catalogue on the day of the Client's order.

The Company makes every effort to present and describe the Items offered for sale as faithfully as possible.

However, photographs, texts, and any other description of the Items may not accurately reflect their true appearance or composition. As such, it is the Client’s responsibility to take all necessary steps to ensure the conformity and/or relevance of the Item purchased from the Company, according to their needs and the practical conditions of use of the Items, over which the Company has no control.

To this end, it is reminded that the Client benefits from:

- The possibility of benefiting from the services referred to in Article 8 of these Terms and Conditions;

- The rights described in Article 9 of these Terms and Conditions.

3.2. In addition to the items offered for sale on the Site or in the Catalogue, the Company may also offer specific items based on the needs expressed by the Client, under the conditions set out in Article 5 of these Terms.

3.3. Items are offered for sale subject to availability.

3.4. Installation of the Items by the Company is not included in the price of the Items listed on the Site and in the Catalogue. The Client may choose to install the items themselves or have them installed by the Company, in which case such installation is carried out under the sole responsibility of the Client.

In the event of deterioration or damage to an Item resulting from installation by the Client, the Client may not claim the warranty provided for in Article 9 of these Terms and Conditions.

If the Client requests installation by the Company, the Client shall make every effort to facilitate the installation of the Items by the Company, notably by providing the Company with all the information and resources necessary for the proper performance of the service entrusted.

3.5. Software subscriptions

3.5.1. Use

Unless otherwise specified in the Order Form or applicable Documentation, (a) the Services purchased and access to the Content are purchased as a subscription for the duration stated in the applicable Order Form, (b) subscriptions to purchased Services may be added during a subscription term at the same price as the underlying subscription, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscription will terminate on the same date as the underlying subscriptions. The Client agrees that their purchases are not contingent upon the delivery of any future functionality or feature, nor dependent on any public oral or written comment made by SBE regarding future functionalities or features.

3.5.2. Usage limits

The Services and Content are subject to usage limits specified in the Order Forms and Documentation. If the Client exceeds a contractual usage limit, SBE may work with them to attempt to reduce their usage to comply with that limit. If, despite SBE’s efforts, the Client cannot or will not comply with the contractual usage limit, the Client shall execute an Order Form for additional quantities of applicable Services or Content promptly upon SBE’s request and/or shall pay any invoice for excess usage in accordance with the “Payment” section below.

3.6. Client responsibilities

The Client (a) will be responsible for Users’ compliance with this Agreement, the Documentation, and the Order Forms, (b) will be responsible for the accuracy, quality, and legality of Client Data, the means by which the Client acquired Client Data, the Client’s use of Client Data with the Services, and the interoperability of any Non-SBE application with which the Client uses the Services or Content, (c) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Content, and will promptly notify SBE of any such unauthorized access or use, (d) will use the Services and Content only in accordance with this Agreement, the Documentation, the Order Forms, and applicable laws and regulations, and (e) will comply with the terms of service of any Non-SBE applications with which the Client uses the Services or Content. Any use of the Services in violation of the foregoing by the Client or Users that, in SBE’s opinion, threatens the security, integrity, or availability of SBE’s Services may result in SBE’s immediate suspension of the Services. However, SBE will use commercially reasonable efforts under the circumstances to notify the Client and give them the opportunity to remedy the violation or threat before any suspension.

3.7. Usage restrictions

The Client (a) will not make any Service or Content available to anyone other than the Client or Users, or use any Service or Content for the benefit of anyone other than the Client or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) will not sell, resell, license, sublicense, distribute, make available, rent, or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) will not use a Service or Non-SBE application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) will not use a Service or Non-SBE application to store or transmit Malicious Code, (e) will not interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) will not attempt to gain unauthorized access to any Service or Content or its related systems or networks, (g) will not permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any Service to access or use any of SBE’s intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) will not modify, copy, or create derivative works based on a Service or any part, feature, function, or user interface thereof, (i) will not copy Content except as permitted herein or in an Order Form or the Documentation, (j) will not frame or mirror any part of any Service or Content, other than framing on the Client’s own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, and (k) except to the extent permitted by applicable law, will not disassemble, reverse engineer, or decompile a Service or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions, or graphics of the Service, (3) copy any ideas, features, functions, or graphics of the Service, or (4) determine whether the Services are covered by a patent.

ARTICLE 4. ITEM PRICES

4.1. The prices of the Items offered for sale as shown on the Site and in the Catalogue are expressed in Euros excluding taxes, shipping and packaging costs, and installation costs.

These costs are calculated:

• Either directly by the Site when ordering online – they are then indicated to the Client before validating their order;
  
  
• Or by the Client when ordering via the Catalogue form, based on the information shown on the order form;
  
  
• Or, failing that, by the Company when ordering by any other means – they are then indicated to the Client on the order form.

4.2. The Company may change the prices of the Items at any time.

Depending on the ordering method selected, the prices applicable to the order are those shown on the Site before the final validation of the order.

ARTICLE 5. ORDER

5.1. General principles for any Order.

To place an order, the Client must be:

• Either a legal entity, in which case the person acting on behalf of the legal entity concerned must be duly authorized to represent it;
  
  
• Or a legally capable adult natural person or an emancipated minor.

Furthermore, there must be no ongoing dispute between the Company and the Client regarding the payment of a previous order.

The Company reserves the right to suspend any Order that does not meet the conditions set out in this Article 5.1 or, where applicable, to request the immediate return, at the Client’s expense, of the Items that may have been delivered to them.

The minimum amount for an Order may not be less than one hundred (100) Euros excluding taxes. Any Order for an amount below this will not be processed by the Company.

Finally, if, despite the precautions taken by the Company, Items ordered are no longer in stock, the Company undertakes to inform the Client of their unavailability as soon as possible.

The Items in stock will be shipped, and the Client may then request a refund for the Items that are not in stock.

In the event that the items are customized products, such as labels, stickers, badges, the Company will send the Client a “proof for approval” which the Client agrees to validate or provide any comments on as soon as possible after receipt, and in any case within seven (7) days of receipt. Validation of this proof is essential for the proper performance by the Company of its obligations, including the proper delivery of the Items purchased by the Client.

5.2. Order via the Site

5.2.1. For any Order placed via the Site, the Client must have an online customer account.

Creating a customer account requires the Client to provide the following information: first name, last name, email address, password, and company details for any professional Client.

Creating a customer account is possible at any time, including during the ordering process, and is in any case mandatory before confirming an Order.

5.2.2. The Client must select the various items they have chosen, their quantity, enter any additional information related to the relevant Items if applicable, and then click the “Add to cart” button.

5.2.3. Before confirming the Order, a summary of the selected Items and their total price – including the fees referred to in Article 4.1 – will be displayed on the screen.

The Client must ensure the accuracy of the information provided in this summary before confirming the Order.

Proceeding with the Order requires the Client to confirm that they have accepted these General Terms and Conditions by ticking the box “I have read the General Terms and Conditions of Sale and accept them without reservation” and then clicking the “Add to cart” button.

The Client will then proceed to the checkout process for the Items in their cart, which includes defining or confirming the delivery and billing addresses, selecting the delivery method, and selecting the payment method.

5.2.4. Once the Order has been confirmed, it can no longer be modified on the Website.

The Order is recorded by the Company once the solvency of the selected payment method has been verified in accordance with the procedures described in Article 6.

5.3. Order using the Catalogue order form

For any Order placed using the Catalogue order form, the Client must fill in all the required information, which is necessary for the proper processing of the Order by the Company.

The Client must date, sign, and stamp the order form for the Company to be able to process the Order.

Any incomplete or unsigned request cannot be processed by the Company.

This order form may be sent to the Company by any means chosen by the Client, including email, fax, or postal mail, and the Client is responsible for ensuring the order form is properly received by the Company.

5.4. Order by any other means

The Client may contact the Company to obtain information about an Item that is not listed in either the Catalogue or on the Website and, in any case, to place an Order for any Item in accordance with a specific request previously submitted to the Company.

The Company will then review the request, and if it considers the request feasible, it will send the Client a quote for validation and acceptance.

In this case, the delivery times and billing arrangements will be agreed directly between the Parties.

ARTICLE 6. PAYMENT

6.1. Payment Methods

Regardless of the method chosen by the Client to place an order, the following payment methods are offered to pay for the Order:

• Payment by bank card: payment is made by CB (Carte Bancaire), Visa, or Mastercard by entering the requested information. The specified card will be debited only once the banking details have been verified and the debit authorization has been received. Payment is made via a secure platform.

The information related to your order is subject to automated data processing by the Company’s bank, BNP PARIBAS, via its payment platform.

This automated data processing is intended to determine a transaction’s risk level and to combat credit card fraud.

• Payment by bank transfer: the Company will provide its banking details upon simple request. For orders placed via the Website, the Company’s banking details are available after selecting bank transfer as the payment option. For orders placed via the Catalogue, the Client may request the Company’s banking details by contacting it using any of the means referred to in Article 10.

The Order will be processed once the banking details have been verified and the authorization to debit the bank account has been received.

• Payment by bank cheque: payment is made by bank cheque that the Client must send to the Company, indicating the Order number on the back of the cheque.

The Order will be processed upon the cheque being cashed, which may result in an additional delay of approximately five (5) business days required for the Company to cash the cheque, after which the Company will proceed with the steps to deliver the items.

If the cheque is not received and cashed within thirty (30) days from the Client’s order confirmation, the Order will be automatically cancelled.

Payment within thirty (30) days from the date of invoice: this deferred payment method is strictly reserved for professional clients, key accounts, public administrations, and resellers who have been granted a credit limit by the accounting department. To obtain such credit, the Client must duly complete all the “My Company” fields on the “My personal information” page in their client account before validating the Order.

If the credit limit is accepted, the Order will be processed without any further action required from the Client.

If the credit limit is refused, the Company will promptly inform the Client using the contact details provided, and the Client will then be asked to use another payment method.

The Company reserves the right to change the amount of this credit limit at any time or to cancel it. Payment terms under this credit arrangement are thirty (30) calendar days net from the date of invoice.

The Client may then pay the Company by any means of their choice: cheque, bank transfer, or administrative order.

If the Client’s credit limit is exceeded, the Company will promptly notify the Client so that they may use another means of payment or reduce their outstanding balance.

PayPal: payment is made via the secure PayPal platform. This option requires having a pre-existing PayPal account. The Client’s Order is recorded following PayPal’s validation of the payment.

In any case, the Company retains ownership of the Items until full payment of the Order has been received, meaning the full amount of the Order price has been cashed.

6.2. Refused Payments

Regardless of the payment method used, the Company reserves the right to verify that the person whose bank account is debited is indeed the one who placed the Order.

This verification may involve requesting proof of identity and/or address, and/or the Client’s K-Bis extract, and/or banking documents (RIB or voided cheque).

In case of payment refusal by the Client’s banking institution or lack of response to such a request within two (2) days following the Company’s request (under the conditions set forth in this Article), the Order will be automatically cancelled without the Company being held liable.

6.3. Invoice

The Order invoice is automatically sent by the Company to the Client by email or, failing that, by postal mail within 24 to 72 hours after delivery of the Item(s) concerned.

For purchases via the Website, the Client may also download and print the invoice directly from their client account on the Website.

6.4. Late Payment

In any case, any late payment beyond the due date will result in late penalties equal to three times the legal interest rate applicable in France until full payment of the invoice, without the need for a reminder.

6.5. Software Subscription Reactivation Fees

In the event of non-payment of an invoice by the Client, the supplier reserves the right to charge reactivation fees. These reactivation fees will apply when the Client fails to pay their invoice within the agreed timeframes, after the supplier’s accounting department has made three (3) follow-ups requesting payment of the overdue invoice. The Client will be informed of the supplier’s intention to charge reactivation fees after the first follow-up by the accounting department and will be appropriately reminded of their obligation to pay the invoice.

If reactivation fees are charged, the Client must pay them in addition to the amount of the original unpaid invoice. Reactivation fees are non-negotiable and must be paid within the deadlines specified by the supplier. Failure to pay the reactivation fees may result in the suspension of services provided by the supplier until both the reactivation fees and the outstanding invoice are paid in full. The supplier reserves the right to modify the reactivation fees stated in this clause by providing written notice to the Client of any changes. By accepting these terms, the Client acknowledges that they have read, understood, and accepted the provisions of this clause regarding reactivation fees.

ARTICLE 7. DELIVERY

7.1. Territory

The Company delivers to mainland France as well as to French overseas departments and territories (DOM-TOM), Europe, Switzerland, and Monaco. The Company may also, upon special request, offer delivery to other countries.

For further information, the Client is invited to consult the Website or contact the Company directly. In addition, taxes and customs duties may be imposed on the Client for deliveries outside France, depending on the country where the Items are delivered.

Any such additional costs shall be borne solely by the Client and are their sole responsibility. The Company therefore advises each Client to check with the competent authorities in their country.

7.2. Delivery methods and times

The different delivery methods and indicative delivery times for the Items ordered are: (i) either indicated on the order form in the case of an Order via the Catalogue, (ii) displayed on the Website in the case of an Order via the Website, or (iii) estimated by the Company in all other cases.

ARTICLE 8. LOAN OF ITEMS AND SAMPLES

8.1.

The Client is reminded of the importance of ensuring the practical conditions for the use of the Items they wish to purchase, as the information provided on the Website and in the Catalogue is of a general nature. To enable the Client to carry out any trials and tests they deem necessary with respect to the use of the Items they plan to purchase and the environment in which the Items will be used, the Company makes available to the Client free of charge:

• Certain items, temporarily loaned to the Client, up to a limit of two (2) Items in one (1) unit each (hereinafter “Loaned Items”).
• Samples of certain consumable Items (including labels) (hereinafter “Samples”), either via the Website or directly from the Company’s Customer Service department, up to a total limit of five (5) Samples.

8.2.

To obtain these Loaned Items and/or Samples, the Client must make a request either by contacting SBE directly using one of the means referred to in Article 10 of these General Terms and Conditions or via the Website.

In the latter case, the Client must choose the Items they wish to borrow, select the “Loan request” category, and complete all mandatory fields and checkboxes.

8.3.

Subject to availability, the Loaned Items and/or Samples are sent to the Client as soon as possible.

8.4.

The Loaned Items must be returned:

• Within a maximum of fifteen (15) days from the date of receipt by the Client. The return shipping costs are to be borne by the Client.
• In perfect condition, with no alteration, damage, or deterioration detectable by the Company.

The Loaned Items will be invoiced to the Client in the event of non-compliance with these General Terms and Conditions, and in particular this Article, including but not limited to:

• Failure to return the Item within the maximum period specified above;
• Failure to return the Item in perfect condition as specified above.

8.5.

This Loan of Items service is offered exclusively to Clients based in mainland France, Corsica, and Monaco.

8.6. Free Software Trial

If the Client registers on the SBE or an Affiliate’s website for a free trial, SBE will make the applicable Service(s) available to the Client on a free trial basis until the earliest of: (a) the end of the free trial period for which the Client is registered to use the applicable Service(s), or (b) the start date of any purchased Service subscription by the Client for such Service(s), or (c) termination by SBE at its sole discretion.

Additional trial terms may appear on the web registration page for the trial. These additional terms are incorporated into this Agreement by reference and are legally binding.

Any data the Client enters into the Services during the Client’s free trial will be permanently lost unless the Client purchases a subscription to the same Services covered by the trial, purchases applicable upgraded Services, or exports such data before the end of the trial period. Therefore, if the Client purchases a Service that would be a downgrade from that covered by the trial, the Client must export their data before the end of the trial period, otherwise the Client’s data will be permanently lost.

Notwithstanding the sections “Representations, Warranties, Exclusive Remedies and Disclaimer” and “Indemnification by SBE” below, during the free trial, the Services are provided “as is” without any warranty. SBE will have no indemnification obligation or liability of any kind with respect to the Services for the free trial period, unless such exclusion of liability is not enforceable under applicable law, in which case SBE’s liability with respect to the Services provided during the free trial shall not exceed €1,000.00.

Without limiting the foregoing, SBE, its affiliates, and licensors do not represent or warrant to the Client that: (a) the Client’s use of the Services during the free trial period will meet the Client’s requirements, (b) the Client’s use of the Services during the free trial period will be uninterrupted, timely, secure, or error-free, and (c) usage data provided during the free trial period will be accurate.

Notwithstanding any provision to the contrary in the “Limitation of Liability” section below, the Client shall be fully liable, under this Agreement, to SBE and its affiliates for any damages arising from the Client’s use of the Services during the free trial period, any breach of this Agreement by the Client, and any indemnification obligation of the Client hereunder.

The Client must review the relevant Service documentation during the trial period to become familiar with the features and functions of the Services before making a purchase.

ARTICLE 9. “SATISFIED, EXCHANGE OR REFUND” GUARANTEE / COMMERCIAL WARRANTY

9.1.

The Client has a withdrawal period of fourteen (14) full days from the date of receipt of their Order to return the purchased Item(s), without having to provide any reason, provided that:

• The Items are returned intact, in perfect resalable condition, and in their original packaging.
• The Items are not personalized products, such as labels, stickers, badges, or any other product that has been approved by the Client via a proof for printing. For Clients purchasing such Items for non-professional purposes, the Company is entitled to rely on the provisions of Article L.121-21-8 (3°) of the French Consumer Code.

9.2.

Subject to the above, the Company will issue a credit note valid for six (6) months in favor of the Client for an amount equal to the returned Items.

The Client then has the following options:

• Either be refunded by check for the full amount of the credit note, as soon as possible and no later than thirty (30) days from receipt by the Company of the refund request;
• Or use the credit note to pay for a new Order. If the credit note is less than the amount of the new Order, an additional payment will be requested from the Client under the conditions set out in Article 6.

9.3. Commercial warranty:

Unless otherwise stated on the Website, each Item is covered by a commercial warranty for a period of twelve (12) months from the date of receipt by the Client.

During the warranty period, the Company undertakes to repair the defective Item sent to it or, failing that, to exchange it for an identical or similar Item.

This commercial warranty does not cover the replacement of consumables, abnormal or non-compliant use of the Items, and more generally, defects and consequences that are not directly attributable to the Company.

9.4.

If a Client exercises the rights granted under this Article 9, the return costs of the Items remain the responsibility of the Client, except for Clients purchasing the Items for non-professional purposes who may rely on the provisions of Article L.121-21 et seq. of the French Consumer Code.

9.5.

For any questions on these matters, the Client may contact the Company’s Customer Service according to the procedures set out in Article 10.

ARTICLE 10. TERM AND TERMINATION OF SOFTWARE SUBSCRIPTIONS

10.1. Contract Term

This Agreement begins on the date the Client first accepts it and continues until the expiration or termination of all subscriptions under this Agreement.

10.2. Duration of Purchased Subscriptions

The duration of each subscription is as specified in the applicable Order Form. Unless otherwise stated in the Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term.

Unless expressly stated in the applicable Order Form, the renewal of promotional or one-time-priced subscriptions will be at SBE’s applicable list price in effect at the time of the relevant renewal.

Notwithstanding any provision to the contrary, any renewal in which the volume or duration of a Service subscription has decreased compared to the previous term will result in new pricing at the time of renewal, regardless of the unit pricing of the previous term.

10.3. Termination

Either party may terminate this Agreement for cause (i) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a bankruptcy petition or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

10.4. Refund or Payment upon Termination

If this Agreement is terminated by the Client in accordance with the “Termination” section above, SBE will not refund to the Client any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by SBE in accordance with the “Termination” section above, the Client will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve the Client of the obligation to pay any fees payable to SBE for the period prior to the effective date of termination.

ARTICLE 11. CUSTOMER SERVICE

11.1.

For any question or information regarding a current or upcoming Order, the provisions of the Terms and Conditions, or the Items, Clients may contact the Company via:

• The contact form available under the “Contact us” tab.
• Email: contact@sbedirect.com
• Fax: +33 (0)1 42 25 44 00
• Postal mail, by writing to the Company.

11.2.

In addition, “key account” and “reseller” Clients may also contact the Company by phone at +33 (0)1 42 25 23 23.

11.3.

Customer service is available Monday to Friday from 9:00 a.m. to 5:20 p.m., except on public holidays.

ARTICLE 12. DATA PROTECTION

12.1.

The Client’s personal data collected and processed by the Company are necessary to open their account, manage their order and its follow-up and, where applicable, send the Client commercial offers electronically on its behalf. These data are under no circumstances transferred to third parties.

This processing is carried out in accordance with the General Data Protection Regulation (GDPR). Data are retained for the period strictly necessary for managing the commercial relationship, plus applicable statutory retention periods.

The legal basis for processing your personal data is: (i) performance of the contract for orders, (ii) our legitimate interest for prospecting.

12.2.

In accordance with the French Data Protection Act of 6 January 1978 as amended, Clients have the right to access, rectify and object to the processing of their personal data.

To exercise these rights, the Client may: (i) directly modify their information by logging into the Account they created on the Site; (ii) in any event, make a request, providing proof of identity, by contacting Customer Service as set out in Article 11.

For any question related to the processing of your personal data, you can contact our team at contact@sbedirect.com.

If you believe your rights are not being respected, you may lodge a complaint with the CNIL (www.cnil.fr).

ARTICLE 13. INTELLECTUAL PROPERTY

13.1

The Catalogue, the Site, any software used on the Site, and the data forming the Catalogue and the Site and their content of any nature (texts, photographs, images, sounds, graphic elements, etc.) (hereinafter the “Properties”) may be protected by intellectual property rights.

The Client shall not sell, assign, license, sublicense, transfer, pledge, or otherwise transmit the Properties in any manner whatsoever.

All distinctive signs, including trademarks and logos, are and shall remain the property of the Company or of the holders of the relevant intellectual property rights. Recognizing these exclusive rights in such signs, the Client shall refrain from infringing the intellectual property rights of the Company or those of the relevant rightsholders.

13.2

The Client authorizes the Company, for the sole purposes of its external and internal communications, to mention the Client’s names and distinctive signs on all of its media (such as its Site and Catalogue), which may be distributed to its prospects and clients to evidence the quality of its know-how.

This authorization is granted worldwide and for the entire duration of protection of the intellectual property rights. The Client guarantees the Company quiet enjoyment in this respect.

Should the Client decide to withdraw such authorization, they must inform the Company by registered letter with acknowledgment of receipt. The Company will then remove all mentions relating to the Client (i) from the Site within eight (8) days from receipt of such notification and (ii) in the next edition of the Catalogue, with the Company retaining the option to distribute the catalogues already printed for the current year.

ARTICLE 14. LIABILITY

14.1

Given the technical constraints of IT and telecommunications related to use of the Site, the Company shall not be liable for any damage caused by a malfunction, not attributable to the Company, in one or more stages of access to the Site, the ordering process, payment, or delivery tracking, including but not limited to issues inherent in the use of the Internet, such as service interruptions, external intrusions, or the presence of computer viruses.

14.2

The Company shall not be liable where non-performance or improper performance of the Company’s obligations is attributable either to a choice and/or behavior of the Client, or to an unforeseeable and insurmountable act of a third party to the contract (including service providers responsible for delivering the Items), or to a force majeure event.

14.3

The Company offers its Clients Items deemed compliant with the French legislation in force. It is the Client’s responsibility to check with local authorities the possibilities of importing or using the Items the Client intends to order. The Company shall not be held liable in the event of non-compliance with the legislation of the country in which the Items are delivered.

14.4

The information on the Items appearing on the Site and/or in the Catalogue is provided for guidance only, and it is up to the Client to take all necessary measures to ensure the Item’s conformity with their needs and the intended use, in particular by using the services referred to in Article 8 of these Terms to ensure that the Items they wish to purchase are suitable for the intended use.

In any event, it is recalled that the Company has no control over the use of the Items ordered by the Client. As such, the Company cannot guarantee the conformity and/or relevance of the Item purchased from the Company with regard to the Client’s needs and the practical conditions of use of the Items. The Company’s liability may therefore in no case be incurred for any non-conformity of the Item resulting from use that does not comply with the use for which the Item is offered or, more generally, with the state of the art in the field.

14.5.

In any event, the Company shall warrant hidden defects in the Items sold, and the Company’s liability for any material damage may only be incurred on proven fault and provided that the action is brought within twelve (12) months following the date of sale of the Item(s) concerned.

Compensation due shall in all cases be limited to the amount of the Items delivered.

The Company shall not be liable for any indirect damages arising herefrom, loss of business, loss of profit, damages or costs.

ARTICLE 15. FORCE MAJEURE

In the event of a force majeure event, performance of the obligations incumbent on the Party affected by this event shall be suspended for its duration, from the date of receipt of notification by registered letter with acknowledgment of receipt.

Force majeure shall mean the events defined by the case law of the French courts.

The Party invoking force majeure must inform the other Party as soon as possible by registered letter with acknowledgment of receipt, detailing exhaustively the force majeure event invoked and estimating its duration.

If a force majeure event, notified to the other Party under the conditions defined in this Article, continues for a period of more than thirty (30) days, each Party may then, as of right, terminate the contract binding them by sending the other Party a written notification to this effect at any time.

It is expressly agreed that such termination shall not entitle the Client to any compensation.

ARTICLE 16. SUBCONTRACTING

The Company reserves the right, at its sole discretion, to entrust the performance of all or part of the services entrusted to it to subcontractors or partners of its choice.

ARTICLE 17. ENTIRE AGREEMENT AND VALIDITY

The Terms and Conditions and the Order form a contractual whole constituting the entirety of the agreements entered into between the Parties.

Other information appearing in particular in the Catalogue and on the Site (such as the Frequently Asked Questions) is provided for information purposes only.

The fact that the Company does not invoke at a given time any of the provisions of these Terms and Conditions may not be interpreted by the Client as a waiver of the right to invoke any of the provisions of these Terms and Conditions at a later date.

If any provision(s) of the Terms and Conditions is/are declared null and void in whole or in part, the other provisions shall nevertheless remain fully applicable.

Where necessary, the nullified provision shall be renegotiated in good faith.

ARTICLE 18. GOVERNING LAW AND DISPUTE RESOLUTION

The Terms and Conditions and Orders are governed by French law.

For the resolution of disputes that may arise regarding the interpretation, application, performance or non-performance, or termination of the Terms and Conditions and Orders, only the French Courts shall have jurisdiction.

Information on online dispute resolution pursuant to Art. 14(1) of the ODR Regulation:

The European Commission enables consumers to resolve disputes online on one of its platforms, pursuant to Art. 14(1) of the ODR. The platform at ec.europa.eu acts as a site where consumers can attempt to resolve disputes out of court arising from online purchases of goods or services.