GENERAL TERMS OF SERVICE

Last updated: 02/08/2023

 

MIRETTE, limited liability company with share capital of €1,000, whose head office is located at 263 rue de la Laïcité 34070 Montpellier , registered in the Montpellier Trade and Companies Register under number 950 900 548, represented by Madame Alexia REAU , acting and having the necessary powers as manager (hereinafter, the “ PROVIDER ”).

The SERVICE PROVIDER sets up the website www.mirette-arts.com . This is a marketplace (the “ MarketPlace ”), operated under the MIRETTE brand, specializing in the field of the sale of works of art and crafts (or artisanal works) by the intermediary through which one or more sellers (the “ SELLER(S) ”) allow any Internet user to purchase (the “ BUYER(S) ”), via the MarketPlace, products offered for sale (the “ Products ”) at the price indicated.

The SERVICE PROVIDER acts as an intermediary: it provides a service to connect BUYERS and SELLERS in order to enable the conclusion, between them, of a sales contract relating to the Products. Sales made between BUYERS and SELLERS are governed by the Seller's General Conditions of Sale (hereinafter the “ CGV ”), which are deemed accepted by the BUYER upon each order of a Product.

These General Conditions of Service as well as its annexes (hereinafter the “ CGS ” or the “ Contract ”)) constitute, in accordance with article L 441-1 of the Commercial Code, the sole basis of the commercial relationship between the SERVICE PROVIDER and the SELLER (the “ Parties ”). In order to provide maximum transparency to the SELLER, these CGS are available on the website www.mirette-arts.com.

The SELLER agrees to submit to these CGS without restriction or reservation, upon request for registration. Its acceptance is materialized by a validation click when registering on the MarketPlace. The SELLER declares and acknowledges having perfect knowledge of it AND THEREFORE WAIVES HIS OWN GENERAL CONDITIONS OF SALE .

The rights and obligations arising from the relationship between the SERVICE PROVIDER and the SELLER are personal, non-assignable and non-transferable.

 

1. DEFINITION

BUYER : refers to any Internet user, duly registered on the MarketPlace and/or having opted for the “express check out” option, and who places an Order via the Site.

Back-Office : designates the interface of the Site from which the SELLER will be able to manage its catalog of Products, its Orders, the monitoring of its activity and its exchanges with BUYERS and MIRETTE.

Collections : designates the categories offered to the SELLER by the SERVICE PROVIDER to reference its products on the Site (ceramics, sculpture, painting, photography, etc.);

Order : designates the process by which a BUYER selects the Products he wishes to purchase.

General Conditions of Sale or General Conditions of Sale : designate the conditions and terms of sale of a Product by a SELLER to a BUYER. They are accessible to any Internet user from the Product announcement in the Seller Space.

Seller Space : designates the space allocated to each SELLER, accessible to any Internet user (registered or not) and which references all the Products put on sale by the SELLER as well as all the information necessary for the SELLER's activity.

Products : refers to any product offered for sale by a SELLER from the MarketPlace.

MarketPlace : designates the Service by which the SERVICE PROVIDER allows each SELLER to put their Products on sale and BUYERS to be able to acquire said products directly from SELLERS via the Site.

Service(s) : designates the service(s) made available by the SERVICE PROVIDER through the MarketPlace and described in the T&Cs.

Delivery Service : designates one of the Services, which consists of the communication, by the SERVICE PROVIDER to the SELLER, of information relating to an Order placed, with a view to enabling the Seller to deliver the Products ordered; where applicable and at the request of the SELLER, the SERVICE PROVIDER may also advise and/or, where applicable, put the latter in contact with a carrier.

Site: designates the website accessible free of charge at the address www.mirette-arts.com as well as all the content created including: the graphic charter, the frames, the banner, the flash and video animations, the source code, HTML code and programming.

 

2. NATURE AND PURPOSE

The CGS define the conditions under which the SERVICE PROVIDER makes a MarketPlace available to SELLERS to enable them to sell their Products, online, to buyers. The SERVICE PROVIDER acts as a service provider.

Consequently, the SERVICE PROVIDER and the SELLER do not share the same risks or the same profits and therefore exclude the formation between them of a joint venture or a de facto company. Each Party retains direction, management and responsibility for its own business. The CGS preserve the independence of the Parties and in no case generate, in any form whatsoever, a hierarchy or any link of subordination between them.

The SERVICE PROVIDER and the SELLER individually declare that they are not bound towards anyone by an obligation which prohibits the conclusion of all or part of the General Conditions of Sale or which makes this conclusion subject to prior authorization which has not yet been obtained. nowadays.

 

3. CONDITIONS OF ACCESS AND OPERATION OF THE MARKETPLACE

3.1 SELLER Registration – Prior information required

The MarketPlace is accessible to sellers working in a professional capacity. The SELLER is required to justify this status to the SERVICE PROVIDER by transmitting the information and documents requested in the application form accessible on the Site.

At a minimum, the SELLER will be required to provide:

  • a KBIS extract, an extract from the commercial register or an equivalent registration certificate for any entity that does not have a KBIS of less than three (3) months;

The provision of the service of making the MarketPlace available to the SELLER is conditional on the acceptance of the T&Cs by the SELLER as well as the Personal Data Policy of the SERVICE PROVIDER, prior to the submission of the SELLER's application to the SERVICE PROVIDER.

Upon acceptance of said documents, the SELLER's application is subject to examination by the SERVICE PROVIDER, of which the SELLER will be informed by email.

The SELLER has the possibility of deleting/modifying the information and documents provided in his application after submitting his application, via his account.

The application will be examined by the SERVICE PROVIDER within a maximum period of THREE (3) working days from the submission of the application by the SELLER via the Site. The SERVICE PROVIDER reserves the right to refuse a SELLER's registration request in the event that it does not comply with the stipulations of the T&Cs, as well as the concept and requirements of the MarketPlace, including in particular:

  • checking the professional status of the SELLER;
  • the aesthetics of the Products consistent with the MarketPlace;
  • the quality of the Products felt through the photos provided;
  • the quality and consistency of the photos provided with the rest of the MarketPlace;
  • the price consistent with the offer proposed on the MarketPlace;
  • consistency with the business model of the MarketPlace: in this case, Products priced below €4 including tax will be refused because they exceed the costs of providing the MarketPlace borne by the SERVICE PROVIDER.

If the application is refused, the SELLER will be informed by the SERVICE PROVIDER by email.

If the application is accepted, the SELLER will be informed by the SERVICE PROVIDER, by email, and will be invited to configure their account by providing all the information requested by the SERVICE PROVIDER and the PSP (as defined in article 3.7 of the CGS), in particular with a view to informing or confirming in particular:

  • his email address;
  • information relating to his account opened in the PSP books;
  • the method of delivery of the Products;
  • information from their SELLER profile.

The SELLER undertakes not to delete information from his SELLER profile. Otherwise, access to the MarketPlace may be disabled.

The SELLER is also informed that in its capacity as a connection platform operator, the SERVICE PROVIDER is subject to a legal obligation to collect the information necessary for the identification of the SELLER by the tax administration. The SELLER is therefore required to communicate his country of tax residence as well as his tax identification number.

3.2 Access to the MarketPlace

The SERVICE PROVIDER grants the SELLER, throughout the duration of the Contract, the right to access the MarketPlace and the Services in SaaS mode. This access is made, from the SELLER's computer equipment, at any time via the internet network 24 hours a day, 7 days a week, except in cases of force majeure, events beyond the control of the SERVICE PROVIDER or its partner providing hosting. and the maintenance of the Site, possible breakdowns or maintenance interventions necessary to ensure the proper functioning of the Site and the Services. These do not give rise to any compensation.

Access to the Site and use of the Services is done using the means of authentication provided by the SERVICE PROVIDER. The username and password are strictly confidential and personal. The SELLER undertakes to maintain the confidentiality of its codes and undertakes not to disclose them to any person whatsoever. The SELLER is reminded that he must not use a password considered weak by ANSSI or the CNIL. The SELLER is solely responsible for the use of his codes and access to the Site and the Services, unless there is proof of fraudulent use which cannot be attributed to him. Any fraudulent use of these codes of which the SELLER becomes aware must immediately be notified in writing to the SERVICE PROVIDER either by email to relations@mirette-arts.com , or by post to the following address: MIRETTE, 263 rue de laaïque 34070 Montpellier. The SELLER will be required to reset his password without delay. 

3.3 Back-Office and Seller Area

Upon validation of the SELLER's registration by the SERVICE PROVIDER, the SERVICE PROVIDER transmits to the SELLER all information relating to access and operation of the Back Office and the Seller Area. The SELLER will have access to the Back Office from the Site.

To enable its Seller Space to be put online, the SELLER is required to register by completing the form(s) available online and submitting the required documents and/or information. 

On this occasion, the SELLER undertakes to provide accurate and complete information and to update it, if necessary.

The Seller Space will be operational and visible to BUYERS and more generally any Internet user visiting the Site subject to complete registration by the SELLER. The absence of registration or any incomplete registration may postpone the putting online of the Seller Area, without this circumstance being attributed to the SERVICE PROVIDER.

A registration is considered complete when:

  • the SELLER will have informed and communicated to the SERVICE PROVIDER the information and documents required in Article 3; and
  • the SELLER will have provided additional information (mandatory for those marked with an asterisk or optional for others) when creating his Back Office and the Seller Space. It is recommended that the SELLER provide all the expected information, including optional information, so that their Seller Space is as precise and complete as possible in view of the BUYERS' expectations.

The SERVICE PROVIDER is available to the SELLER to assist him in his efforts. 

Once the mandatory information has been provided and/or communicated, the SERVICE PROVIDER undertakes to validate the Seller Area and the Back Office, within a maximum of THREE (3) working days . As part of this validation, the SELLER is informed that:

  • the SERVICE PROVIDER has the right to refuse the sale of any Product which does not comply with the concept and requirements of the MarketPlace and/or the stipulations of the CGS; this option can be exercised before the sale of any Product but also after the sale of any Product; and
  • the completed elements may be reworked at the discretion of the SERVICE PROVIDER in order to improve clarity and understanding. Any modification will be previously validated by the SELLER.

The SELLER has the possibility of modifying the information published on his Back Office and/or his Seller Space at any time. The SELLER undertakes to update them regularly in order to preserve their accuracy. He is solely responsible for their sincerity and accuracy; it releases all responsibility of the SERVICE PROVIDER in this matter.

3.4 Information obligations on the Products sold

Product Information
 It is the responsibility of the SELLER to draft the advertisement concerning the Product(s) he wishes to sell on the Site. The SELLER undertakes to provide clear and complete pre-contractual information to buyers. This information must be accurate and complete, in accordance with applicable regulations.

The SELLER must provide the minimum mandatory elements for each Product offered for sale on the Site, making it possible to describe as precisely and accurately as possible all the essential characteristics of the Products, namely:

  1. a) obligatory :
  • the name of the Product;
  • the price including tax of the Product;
  • the available quantity of the Product;
  • a photo of the Product: in order to promote each Product, the SELLER undertakes to publish at least one (1) faithful, high-quality photograph. As such, the SELLER guarantees that it holds all the rights attached thereto; it releases the SERVICE PROVIDER from any liability in this matter; for the use of the services, the SELLER authorizes the SERVICE PROVIDER, throughout the world, to fix, use, exploit, represent, reproduce, modify and adapt the Content that the SELLER puts online, by any means and on any medium (in particular as part of promotional and communication actions, in particular on the internet, on social networks and/or via audiovisual services), free of charge;
  • one or two Collections among those offered;
  • a description of the Product;
  • The delivery method and delivery times;
  1. b) optional :
  • “tags” (labels) of the Product;
  • the weight and dimensions of the Product;
  • the number of days of preparation of the order;
  • information about the Product code (SKU);
  • the choice of the option to follow or not the stock of the Product;
  • authorization of sales when the Product is out of stock (production to order);
  • the price and weight, as well as custom options of each variant

The SELLER is informed that only the following information will be visible to the potential BUYER (if applicable, if provided by the SELLER):

  • the name of the Product;
  • the price including tax of the Product;
  • a photo of the Product:
  • a description of the Product;
  • the method of delivery of the Product;
  • delivery times to France or other countries (if applicable);

The requested information may be modified by the SERVICE PROVIDER, of which the SELLER is informed.

Prior to posting an announcement of a Product online, said announcement must be validated by the SERVICE PROVIDER within three (3) working days from receipt of the draft announcement by the SERVICE PROVIDER via the MarketPlace. The publication of an advertisement may be refused when it does not present the essential characteristics of a Product or if it is not in line with the stipulations of the CGS, as well as the concept and requirements of the MarketPlace including notably :

  • the aesthetics of the Products consistent with the MarketPlace;
  • the quality of the Products felt through the photos provided;
  • the quality and consistency of the photos provided with the rest of the MarketPlace;
  • the price consistent with the offer offered on the MarketPlace;
  • consistency with the MarketPlace business model: in this case, products priced below €4 including tax will be refused because they exceed the costs of providing the MarketPlace borne by the SERVICE PROVIDER;
  • a higher offered price for the same Product from the same SELLER, outside the MarketPlace.

If necessary, the SERVICE PROVIDER will inform the SELLER so that the latter can adjust the information on the Product.

After posting a Product sheet online and for reasons of clarity and consistency with the commercial approach of the MarketPlace, the SERVICE PROVIDER reserves the right, after having informed the SELLER in advance, to deactivate the posting online. of an advert so that it can be reworked by the SELLER in accordance with the observations made by the SERVICE PROVIDER, prior to any re-posting of the advert.

In the event of refusal by the SELLER to rework the ad in accordance with the observations made by the SERVICE PROVIDER, the deactivation of the online posting of the ad will be maintained.

Any modification to the announcement of a Product after it is put online must be subject to new approval by the SERVICE PROVIDER, with the exception of modifications made to the price, delivery times or quantity of the Product .

In particular, the SELLER will have the possibility of creating variants for each Product. Announcements of variants must be approved by the SERVICE PROVIDER.

Product sales category
The Products will be offered for sale on the Site in the corresponding Collections, current and future, according to the nomenclature established unilaterally by the SERVICE PROVIDER. The SELLER will determine for each Product offered for sale its category(ies) of affiliation under its responsibility. The SERVICE PROVIDER also reserves the right to limit at any time access to the sale of all or part of the Products in one or more categories on all or part of the Site.

Ranking of Products on the Site
The Products are indexed on the Site in the corresponding Collections and classified according to objective criteria defined by the User (increasing price, decreasing price, by popularity, etc.), and by default in alphabetical order.

Information on the price of Products
The SELLER undertakes to indicate the selling price of the Products in EUROS only, as well as the shipping costs that it intends to apply to the BUYER. The price is freely determined by the SELLER. The SELLER, however, undertakes to ensure that the Price displayed is identical, or at least not higher, than the price at which the SELLER markets the Product outside the MarketPlace.

The SELLER undertakes to calculate and include in its price any customs duties and import or export costs, taxes or other direct or indirect taxes imposed by the competent authorities and linked to the sales contract. The SERVICE PROVIDER cannot be held liable in this respect. In the event of an error in the price and the evaluation of shipping costs, the SELLER will assume sole responsibility for any additional costs and no complaint on his part will be admissible in this regard either from the BUYER or from the SERVICE PROVIDER.

Availability of Products
The SELLER undertakes to have sufficient stocks of Product offered for sale on the Site and consequently, he undertakes to regularly check the correct correspondence between the number of Products for sale on the Site and the state of its stocks. The SELLER is required to update its stocks whenever necessary. In the event of the sale of Unique Products or in limited series, the BUYER is required to be informed via the Product Sheet in the Seller Area. To this end, the SELLER undertakes to provide the quantity of stock of Products that he wishes to put on sale.

Products prohibited for sale
The SELLER is prohibited from offering Products whose offer, sale or acquisition is contrary to applicable legal provisions, public order or good morals, in particular Products whose advertising, offer or marketing infringe exclusive or distributive distribution networks, or the rights of third parties, in particular intellectual property rights.

The SELLER guarantees the SERVICE PROVIDER in this respect. The SELLER also guarantees that he is authorized to sell the Products. The SELLER does not have the right to provide any information whatsoever regarding any Product whose sale is prohibited, or to seek to put it for sale on the Site, nor to provide any URL link for use or to request that such links are used on the Site.

3.5 Sales contract, general conditions of sale and invoicing 

The SERVICE PROVIDER acts as an intermediary. It is therefore not involved in the sales contract which is signed between the SELLER and the BUYER.

The SELLER is required to comply with the legal obligations (and in particular the guarantee on hidden defects and the guarantee of conformity) applicable to the sale of Products online via the Site with regard to buyers and this in accordance with the Consumer Code .

The SELLER is therefore required to post general conditions of sale online, in its Seller Space, in accordance with current legislation. The SERVICE PROVIDER authorizes the SELLER to take over the T&Cs present on the Site which are intended to inform Internet users of the rules applicable by the SELLERS. The SELLER is required to verify that these General Terms and Conditions are adapted to its own activity and to make any useful modifications under its responsibility, particularly with regard to any special conditions. The SELLER releases the SERVICE PROVIDER from any liability in this matter. Finally, the SELLER acknowledges and accepts that all exemptions granted by it do not bind the SERVICE PROVIDER: the SELLER will bear all the consequences alone.

This right to copy and use the T&Cs is temporary (it is only valid for the duration of the Contract) and only applies to sales made via the MarketPlace. Any use of the General Terms and Conditions present on the Site by the SELLER, in particular for its own online sales site or another MarketPlace, is strictly prohibited.

During each sale, it is reminded that the SELLER must produce and send an invoice to the BUYER. This invoice, which must be sent upon delivery, must comply with the legal obligations in this area (current or future). It must in particular mention the following information: date of issue of the invoice; numbering of the invoice; date of sale; identity of the buyer; identity of the seller; billing address ; quote/purchase order number (if applicable); individual VAT identification number of the Seller and/or the BUYER (if applicable); designation and count of products sold; the price ; the VAT rate; the existence and duration of the two-year legal guarantee of conformity for certain goods. This list is given for information purposes only. It may be revised depending on changes in legislation, to which the SELLER is required to refer.

3.6 Order tracking by the SELLER

The SELLER will be informed by the SERVICE PROVIDER of any Product Order from a BUYER via a notification email.

The SELLER undertakes to accept or refuse the Order and to inform the SERVICE PROVIDER as soon as possible and at the latest within THREE (3) working days following the transmission of the Order by the SERVICE PROVIDER, via the Seller Space .

Once the Order has been confirmed or canceled by the SELLER, the SERVICE PROVIDER will inform the BUYER.

In the event of acceptance of the Order by the SELLER, the BUYER will be informed and the SELLER makes a firm and definitive commitment to honor the Order within the mentioned deadlines. 

The SELLER is expressly informed that the absence of confirmation of the Order by the SELLER within FIVE (5) working days will constitute cancellation of the Order by the SELLER, which can no longer be confirmed subsequently by the SELLER, and the order will be by therefore canceled by the SERVICE PROVIDER.

In the event of cancellation of the Order by the SELLER, the corresponding Order will be canceled by the BUYER. The BUYER's bank card will therefore not be debited or in the event of a debit, the SERVICE PROVIDER will reimburse the BUYER in full.

In the event of an order refused by the SELLER, the latter is required to indicate the reasons for the cancellation. 

In the event of an order partially refused by the SELLER, the latter is required to contact the SERVICE PROVIDER by email in order to indicate to the latter the reasons for the cancellation as well as the information relating to the Products to be removed from the order.

The SERVICE PROVIDER will then reimburse the sums paid by the BUYER concerning the refused part of the order to the means of payment used by the BUYER when ordering.

The canceled part of the order cannot be confirmed subsequently by the SELLER. 

The SELLER is informed that he can refuse up to three orders per calendar year without charge. The fourth cancellation will lead to the application of management fees. The management fees represent twenty percent (20%) of the amount of the Commission initially invoiced when purchasing the Product, with a minimum amount of two (2) euros.

3.7 Payment for each Order

The payment service is not carried out by the SERVICE PROVIDER. This service is subcontracted to a Payment Service Provider chosen by the SERVICE PROVIDER (the “PSP”). The PSP is a third party which acts as an intermediary to authorize, organize, verify and regulate payments made online through the Site. The payment interface, payment security and the technical part are the responsibility of the PSP.

Any sale made through the MarketPlace will be paid in full by the BUYER to the SERVICE PROVIDER, via the PSP, according to the latter's contractual conditions, which must be accepted by the SELLER. The SERVICE PROVIDER will then collect in the name and on behalf of the SELLER, the Transaction Price via the PSP and then deposit the corresponding sums, after deduction of its commission, into the SELLER's payment account. The amounts will then be sequestered for 30 days in the account before becoming available. This constraint secures all parties to the transaction: SELLER, BUYER and SERVICE PROVIDER.

The SELLER is required to open an account directly with the PSP. He therefore undertakes to read the payment service contract with the PSP, expressly accept its conditions and undertakes to respect them.

The PSP payment service contract is accessible at the following address: https://stripe.com/fr/legal/ssa

The SELLER also undertakes to transmit to the PSP the required and necessary elements to comply with European and national laws and regulations regarding banking compliance and the so-called “ Know Your Customer ” procedure and in particular but not exhaustively: bank details coming from an establishment located in one of the countries included in the single euro payments area (“SEPA”), company statutes, document listing the beneficial owners, identity documents of the beneficial owners, a statement of bank identity, proof of address dated less than 6 months in JPEG format, etc. This list is given for purely indicative purposes: the SELLER must contact the PSP and send them the required elements directly. 

The payment of the sales price of the Products, as well as delivery costs, will be made to the SELLER's account opened with the PSP, according to the conditions determined by the PSP, after deduction of the SERVICE PROVIDER'S Commission, as defined in article 5 “Financial terms” of the CGS;

Management fees in the event of reimbursement by a BUYER and/or cancellation of an Order, when this reimbursement or cancellation has been decided by the SELLER, may be re-invoiced under the conditions of article 3.9. The management fees represent twenty percent (20%) of the amount of the Commission initially invoiced when purchasing the Product, with a minimum amount of two (2) euros.

An invoice will be sent monthly by the SERVICE PROVIDER to the SELLER, taking into account any reimbursements made and reporting the costs invoiced by the PSP.

3.8 Delivery of the Order by the SELLER

The SERVICE PROVIDER communicates to the SELLER upon receipt of an Order all information relating to the Order and more particularly that necessary for the delivery of the Products ordered. Will be communicated to the SELLER: the first and last name(s) of the BUYER and, where applicable, the first and last name(s) of the person to be delivered if these are different, the delivery address and contact details (email and telephone). This information will be transmitted as provided by the BUYER when placing the Order. The SELLER undertakes not to contact the BUYER outside the Site.

The SELLER undertakes to ship or make available the Product under the conditions and deadlines that it itself has set in the Product Sheet. In the absence of such indications, the SELLER is reminded that the legislation obliges him to deliver or perform the service within a maximum period of 30 days from the conclusion of the contract. If the SELLER fails to fulfill its obligation to deliver the goods or perform the service on the date or within the period indicated, or failing that within the legal period of 30 days, the BUYER may cancel the sale. This resolution of the sale, attributable to the SELLER, entails an obligation to reimburse and provides for a system of penalties in the event of excess. For more details, the SELLER is invited to refer to the Consumer Code and more particularly to Chapter VI: Delivery, supply and transfer of risk (Articles L216-1 to L216-8)

The Product delivered must correspond to the essential characteristics and photographs available on the Product sheet. The SELLER guarantees the SERVICE PROVIDER against any request or complaint linked to the lack of conformity of the Product delivered with regard to the descriptions present on the Site.

Delivery of the Product is the exclusive responsibility of the SELLER. The Products are therefore shipped to the BUYER at the expense and risk of the SELLER, who undertakes to take or have taken all the care necessary for their packaging, packaging and shipping, in order to prevent the Products from being damaged during the transportation. The SELLER is recommended to keep evidence (photographs for example) concerning the packaging and packaging of the Product. In the event of a dispute arising during this delivery operation, it will be the responsibility of the SELLER to take action against the carrier.

The SELLER will select under his responsibility the carrier of his choice. At the SELLER's request, the SERVICE PROVIDER may recommend a carrier capable of making delivery to the location indicated by the BUYER. The SERVICE PROVIDER makes a simple recommendation here: the SELLER is free to select the carrier recommended by the SERVICE PROVIDER or to choose another carrier. In the event that the SELLER chooses the carrier recommended by the SERVICE PROVIDER, the SELLER is solely responsible for organizing the delivery and the delivery contract is concluded between the SELLER and the carrier . Payment of delivery costs is the responsibility of the BUYER or, where applicable, the SELLER.

The SELLER is responsible for any incorrect or non-arrival delivery resulting from theft, error or action linked to the management, preparation, packaging and delivery of the Products.

The SELLER undertakes to take out sufficient insurance to cover the risks of transporting the Products.

Finally, the SELLER undertakes to inform the SERVICE PROVIDER of the proper execution of its obligation upon completion and to send it the corresponding tracking number . The SELLER is also required to keep any evidence related to the delivery of the Product and its receipt by the BUYER. The SELLER must justify this upon first request from the SERVICE PROVIDER.

Payment of the sale price of the Product, possibly increased by delivery costs when these are the responsibility of the BUYER, will be made via the PSP, in application of the latter's contractual conditions.

3.9 Disputes relating to Products – Cancellation – Return

The sales being concluded directly between the BUYER and the SELLER, the latter is personally responsible for the complaints of the BUYERS.

BUYERS may, at any time, contact SELLERS to request (i) an invoice, (ii) an order cancellation (within the right of withdrawal or not) or (iii) a return, via the contact form or the internal messaging made available for this purpose by the Marketplace.

Any other request from BUYERS to SELLERS may be made via a contact form made available by the MarketPlace. SELLERS will then have the possibility to respond to BUYERS by email, directly.

The SELLER undertakes not to contact the BUYER outside the Site, with the exception of the cases mentioned above. In particular, the SELLER undertakes not to offer and/or conclude commercial transactions relating to the Products outside the Site.

The SELLER is required to favor amicable resolution of disputes.

In the event of a request for cancellation of an order not yet processed in the SELLER's back office , made by a BUYER, the SELLER is required:

  • if the order was not validated by the SELLER, to refuse the order in the back office indicating that this refusal follows the BUYER's request, the SERVICE PROVIDER will then reimburse the BUYER, under the conditions specified in This item.
  • if the order was already validated by the SELLER, not to process the order; the SELLER will then inform the SERVICE PROVIDER to cancel the order, and will reimburse;

In the event of a request for cancellation of an order already processed in the SELLER's back office , made by a BUYER, the SELLER is required:

  • in the event that the Product has not yet been shipped or is recoverable , to implement the necessary measures to cancel processing of the order, as well as to contact the BUYER in order to process the request cancellation and update the status of the request as follows: “product received – refund can be initiated”; the SERVICE PROVIDER will then reimburse the BUYER, under the conditions specified in this article;
  • In the absence of due diligence and at the request of the BUYER, the SERVICE PROVIDER may ask the SELLER to justify the delay in processing the cancellation request; in the absence of a response within 30 days , the SELLER's account could be suspended by the SERVICE PROVIDER, or even, in the event of a repeat of this situation, definitively closed; in addition, the SERVICE PROVIDER reserves the right to refund the order;
  • in the event that the package is in transit , to communicate with the SERVICE PROVIDER for any request for information on the processing of the order and shipping of the Product; in the absence of a response within 30 days , the SELLER's account could be suspended by the SERVICE PROVIDER, or even, in the event of a repeat of this situation, definitively closed; in addition, the SERVICE PROVIDER will reimburse the order upon receipt of the Product; If the SELLER wishes to collect his Product, he will be required to provide and pay for the transport label.

In the event of a reimbursement resulting from any failure by the SELLER to fulfill its obligations, the SERVICE PROVIDER will re-invoice to the SELLER a management fee representing twenty percent (20%) of the amount of the commission initially invoiced upon purchase of the Product, with an amount minimum of two (2) euros . To this end, a payment link will be sent to the SELLER by the SERVICE PROVIDER.

Please note that, in accordance with current regulations, the Marketplace offers the BUYER a mediation service for consumer disputes linked to transactions carried out through the Marketplace. Mediation costs are the responsibility of the SELLER. 

In the event that the BUYER is eligible for reimbursement, the SERVICE PROVIDER will reimburse the BUYER in three stages:

Step 1 : debit from the SELLER's account opened with the PSP and according to the contractual conditions of the PSP, the sums paid as a result of the sale (with the exception of additional delivery costs, unless otherwise specified by the SELLER in the T&Cs) . Without necessary provisions available, the reimbursement amount will be invoiced to the SELLER via a payment link, plus PSP management fees. 

Step 2 : credit of the sums debited to the SERVICE PROVIDER's account opened with the PSP, and according to the contractual conditions of the PSP.

Step 3 : reimbursement by the SERVICE PROVIDER to the BUYER, on the means of payment used when ordering and according to the contractual conditions of the PSP.

This reimbursement occurs at the latest within 14 days following the date on which the BUYER exercised his right of withdrawal and, where applicable, if the goods were shipped before exercising the right of withdrawal, in the event of receipt of the goods or proof of shipment of the goods, depending on the date of occurrence of the first of these facts. The SELLER must then immediately inform the SERVICE PROVIDER of receipt in order to enable payment according to the following terms. The SELLER will be responsible for any increases incurred due to its negligence in processing the request.

In the event of return of the Product by the BUYER, the SELLER is required:

  1. a) in the event of exercising the right of withdrawal :
  • to update the status of the return request;
  • to provide return information to the BUYER, whether the latter has requested the SERVICE PROVIDER or the SELLER;
  • in the event of receipt by the SELLER of the Product, to check and validate receipt of the Product and to inform the SERVICE PROVIDER via the back office by setting the status “product received – reimbursement can be initiated”;
  • in the event of receipt of a damaged Product or loss of the package, after issue of a return label by the SELLER, to activate the transport insurance that the SELLER has expressly agreed to subscribe to under the terms of the CGS.
  1. b) in the event of an order delivered non-compliant or in poor condition :
  • to provide return information to the BUYER, whether the latter has requested the SERVICE PROVIDER or the SELLER;
  • to provide the transport label if he wishes to recover the Product.

 

4. OBLIGATIONS OF THE SELLER IN CONNECTION WITH THE SALE OF PRODUCTS

Subject to the obligations present in other articles of the General Conditions of Sale, the SELLER is reminded that:

  • The SELLER undertakes to comply with the applicable legislation regarding the exercise of a commercial activity (in particular registration, accounting, social and tax obligations) as well as the laws and regulations applicable to the Products sold through the Site.
  • The SELLER declares to be the owner of the Products offered for sale on the Site or to be duly authorized to sell them. It is prohibited to offer for sale counterfeit Products within the meaning of the Intellectual Property Code or any Product whose marketing is regulated under legislative, regulatory or contractual provisions prohibiting or restricting the sale of Products through the MarketPlace. .
  • As a professional, the SELLER guarantees the SERVICE PROVIDER compliance with all legal obligations applicable to the sale of Products online via the Site with regard to buyers and in accordance with the Consumer Code.
  • The SELLER undertakes to establish, in good faith, precise, accurate descriptions that do not risk misleading BUYERS concerning the Products offered for sale via the MarketPlace, both with regard to their characteristics essential (origin, composition, accessories, conditions of commissioning, country of dispatch, etc.), as well as the price and the guarantees granted or the condition of the Products if they are second-hand products. The descriptions must also mention delivery times and shipping conditions. It guarantees the accuracy of the information appearing on the Product descriptions transmitted to the SERVICE PROVIDER and posted online on the Site.
  • The SELLER undertakes to provide Customers, in a readable and understandable manner, prior to the sale, with all the information referred to in Article L 221-5 of the Consumer Code. It guarantees that the reviews published on the Products offered for sale come from consumers who have actually used or purchased the product.
  • The SELLER undertakes not to resort to any deceptive commercial practices within the meaning of articles L 121-2, L 121-3 and L 121-4 of the Consumer Code,
  • The SELLER is prohibited, in particular, from using visuals or other descriptive elements or from making comments or other messages which would be offensive, contrary to public order or good morals, which would infringe the rights of individuals or the rights intellectual property of third parties, laws and regulations and the brand image of the MarketPlace, which could then temporarily or permanently interrupt access to its services, by suspending or terminating them under the conditions provided for in the “Termination” article.
  • Sales contracts for Products are concluded directly between the SELLER and THE BUYER.
  • When an Order is placed and accepted by the SELLER, the SELLER undertakes to send an invoice to the BUYER, in compliance with its legal and fiscal obligations in terms of invoicing and more particularly in terms of VAT.
  • The SELLER undertakes to ensure the availability of the Products it offers for sale via the MarketPlace and to immediately inform the Service Provider of the Products which are no longer available via the Seller Space. The SELLERS are solely responsible in the event of unavailability of the Products over which they alone have control.
  • Once the Order is accepted, the SELLER is required to execute it under the conditions and deadlines indicated on the Site. The SELLER undertakes, therefore, to implement, in good faith, all necessary means to fulfill its obligations by delivering Products and quality service to BUYERS.

 

5. FINANCIAL TERMS _ 

Please note that the SERVICE PROVIDER directly collects the sums paid in full by the BUYERS on behalf of the SELLER, via the PSP. The sum, after deduction of the SERVICE PROVIDER'S Commission, is immediately added to the balance of the SELLER's account opened with the PSP, but will be released and available for transfer to the SELLER's bank account 30 days after the date of the order.

In return for its role as intermediary in the sale of the Products, the SERVICE PROVIDER will receive a commission on the sales price including tax displayed on the Site for each sale made by the SELLER through the MarketPlace (hereinafter, the Commission "). The Commission is equal to thirty percent (30%) of the sales price including tax. For example, on an order of €90 including tax (excluding delivery costs), the Commission due to the SERVICE PROVIDER is €27 including tax ; the balance (€63) corresponding to the portion paid to the SELLER (to which delivery costs are added).

The SELLER has access to his outstanding balance in real time.

 

6. SECURITY. QUALITY OF SERVICE. GUARANTEE

The SERVICE PROVIDER undertakes to take all necessary measures, consistent with the state of the art and technology, to protect the security of the files and data of the SELLER and BUYERS. The SELLER recognizes, however, that despite the use of the most modern technologies and compliance with security standards, it is impossible to guarantee absolute security and flawless operation of the systems used .

The SELLER is informed of the technical risks inherent to the Internet and the access interruptions that may result. The SERVICE PROVIDER cannot provide any guarantee in this regard and cannot therefore be held responsible for any damage linked to the use of the Internet network, computer and telecommunications systems.

Due to the characteristics of the Internet, security is seen as an obligation of means for the SERVICE PROVIDER. In particular, the SERVICE PROVIDER cannot be held responsible for the unavailability of the Site and Services due to its service providers.

The SERVICE PROVIDER does not guarantee that (i) the Site is free from errors or interruptions; (ii) the functionalities of the Site and the Services meet all the needs of the SELLER; and (iii) these will enable the SELLER to achieve the expected results.

 

7. RESPONSIBILITY

7.1 Responsibility of the SERVICE PROVIDER

The SERVICE PROVIDER acts as an intermediary.

It is therefore not involved in the sales contract which is signed between the SELLER and the BUYER. As a third party to this sales contract, the SERVICE PROVIDER cannot be responsible, in any capacity whatsoever, for any damage of any nature resulting from these relationships, vis-à-vis the Buyer, the Seller or third parties. . 

The same applies to information published by the SELLER in its Back Office, the Seller Area or even on Product announcements: the SELLER is solely responsible for these; the SERVICE PROVIDER only acts here as a host. However, according to Article 6, I, 2 and 3 of the LCEN law “ Natural or legal persons who ensure, even free of charge, for making available to the public through online public communication services, the storage signals, writings, images, sounds or messages of any nature provided by recipients of these services cannot be held civilly liable due to activities or information stored at the request of a recipient of these services if they were not actually aware of their manifestly illicit nature or of facts and circumstances making this nature apparent or if, from the moment they became aware of it, they acted promptly to remove this data or make it available. Access impossible. »

As an intermediary, the SERVICE PROVIDER is liable to the SELLER, the BUYER or third parties in the event of non-performance of its own obligations (and only). As such, it is bound by an obligation of means and cannot guarantee, in any way, any commercial effectiveness of the use of the Site by the SELLER.

The SERVICE PROVIDER is not able to guarantee the continuity of services performed remotely via the Internet, telecommunications networks or mobile Internet, which the SELLER acknowledges. The SERVICE PROVIDER cannot, moreover, be held responsible for any malfunction of the network or servers or any other event beyond reasonable control, which would prevent or degrade access to the Services.

The SERVICE PROVIDER is only liable for direct, certain and foreseeable damage caused by itself and/or its employees, subcontractors or affiliates during the execution of this Contract. Its liability can only be validly incurred provided that the SELLER demonstrates the existence of a fault attributable to the SERVICE PROVIDER, of damage and of a causal link between the fault and the damage. 

Under no circumstances will the SERVICE PROVIDER be liable for any indirect loss or damage caused by it to the SELLER, including, but not limited to, commercial harm, loss of turnover or profit, loss of goodwill, loss of 'an opportunity linked in any way to or arising from this Agreement, the Platform, and/or the Services. The SERVICE PROVIDER cannot be held responsible for the loss, destruction, alteration and/or disclosure of data by the SELLER or a third party having accessed the Platform using the SELLER's identifiers.

The aggregate and cumulative liability of the SERVICE PROVIDER under the Contract shall not exceed, for any cause whatsoever or for all damages combined during the term of the Contract, an amount equal to the amount of the price paid by the SELLER to the SERVICE PROVIDER during the TWELVE ( 12) months immediately preceding the alleged violation of the Contract, and can no longer be incurred after a period of FORTY-FIVE (45) calendar days after the grounds for the complaint arise.

7.2 Responsibility of the SELLER

The SELLER carries out his activity under his sole and entire responsibility. The SELLER is solely responsible for the proper execution of the sales contract concluded with the BUYER, and in particular: (i) for its pre-contractual information obligation towards the BUYER; (ii) the conformity of the Product with the announcement on the Site; (iii) the absence of hidden defects in the Product; and (iv) respect for the rights of third parties.

He is solely responsible for damage caused to others during the execution of his activity carried out via the MarketPlace and guarantees the SERVICE PROVIDER against any recourse and actions of the BUYER or a third party against him. 

The SELLER undertakes to use the Site and the Services in accordance with their intended purpose and at its own risk. 

The SELLER is responsible for any direct or indirect damage caused to BUYERS and any other third party due to the Products sold and the elements communicated to the SERVICE PROVIDER for the creation of its SELLER profile and the Product Sheet.

 

8. COMPLIANCE WITH TAX OBLIGATIONS

In its capacity as a connection platform operator, the SERVICE PROVIDER is subject to legal obligations and the SELLER is required to communicate to it all useful information to do so, in accordance with article 1649 ter D of the General Tax Code.

When after two reminders from the SERVICE PROVIDER and the expiration of a 60-day period, the SELLER has still not provided this information, the SERVICE PROVIDER has the legal obligation to close his account and prevent him from registering on the Marketplace. The reopening of an account on the Marketplace is conditional on the SELLER's commitment to provide this information as soon as possible.

The SELLER is informed that the SERVICE PROVIDER is required to declare the activity of SELLERS on its platform.

This declaration includes the identification elements of the SERVICE PROVIDER, those of the SELLER as well as his country of tax residence, the sums collected by the SELLER on the platform, the number of operations, the fees, commissions or taxes retained or deducted by the SERVICE PROVIDER , and where applicable the identifier of the financial account into which the sums are paid and the identification elements of its holder if different from the SELLER.

This data is transmitted annually to the tax administration and, if necessary, may be communicated to the tax administration of another State. The SELLER receives a copy.

Furthermore, the SELLER is informed that he must comply with his social and tax obligations. You are invited to read these obligations by consulting the following pages:

 

9. INSURANCE

The SERVICE PROVIDER certifies that it is insured with a reputably solvent insurance company for all responsibilities it may incur under the Contract. The SERVICE PROVIDER undertakes to provide said certificate upon first request from the SELLER. The SERVICE PROVIDER undertakes to ensure that the insurance policies are and remain valid for the duration of the Contract, and that nothing is done or omitted to be done which could render these policies of no effect and that none of the said policies or subject to special or unusual terms or conditions.

The SELLER undertakes the same obligations towards the SERVICE PROVIDER.

 

10. EXCLUSIVITY . NON-COMPETITION

Throughout the duration of the Contract, the SERVICE PROVIDER retains its complete freedom to distribute other offers by itself or through any other person of its choice, and by any means.

The SELLER remains free to use similar services from companies competing with the SERVICE PROVIDER provided that the sale price is not lower than the price offered on the MarketPlace for said Product.

 

11. CONFIDENTIALITY 

Each Party undertakes (i) to keep confidential all information communicated by the other party or consulted during the execution of the Contract; (ii) not to disclose the other party's confidential information to third parties, other than employees or agents who have a need to know for the purposes of performing the Contract; and (iii) use the other Party's information only to exercise its rights and fulfill its obligations under the Agreement.

However, information will not be considered confidential when it (i) has entered the public domain regardless of any breach by the receiving Party of its confidentiality obligations, (ii) has been independently developed by the receiving Party, iii ) is known to the receiving party prior to any disclosure by the disclosing party, (iv) was lawfully received from a third party not subject to an obligation of confidentiality, (v) must be disclosed with respect to any applicable legislation, a law regulatory or court order (in which case it will be disclosed only to the extent required and when permitted by law after notifying the disclosing party in writing), (vi) will be communicated on the MarketPlace for the purposes of execution of the contract. 

The parties' obligations with respect to confidential information will remain in effect during the term of the Agreement and for a period of ONE (1) year after the end of the Agreement. Each Party will return all copies of documents and media containing confidential information of the other Party, upon termination of the Agreement for any reason, without retaining any copies of the confidential information for any reason.

The Parties also undertake to ensure that their respective personnel, their employees and any third party who may act in any capacity whatsoever within the framework of the Contract comply with these provisions and are bound by confidentiality obligations as strict as those contained in the Contract.

The Party availing itself of this clause will notify its decision to the other Party, by registered letter with acknowledgment of receipt or by any other sufficiently conclusive written means. 

 

12. INTELLECTUAL PROPERTY

Each Party will remain the sole owner of its own pre-existing works, protected or not by intellectual property rights belonging to it. The Contract does not transfer any intellectual property rights.

The SELLER guarantees the SERVICE PROVIDER and undertakes to compensate the latter for the consequences of any action for counterfeiting, action for unfair competition, claim, dispute or third-party claim brought against the SERVICE PROVIDER or any sanction notified by the Competition, Consumer Affairs Department and Repression of fraud or more generally of any administrative authority in relation to the information communicated by the SELLER.

Regarding the content :
 The SELLER is and remains the sole owner of all content, data, files and information of any nature whatsoever that it transmits to the SERVICE PROVIDER, either directly or via one of the possible websites and/or applications used for the needs of the Contract. The SELLER is solely responsible for the quality, legality and relevance of the content, files, data and information used for the execution of the Services.

However, the latter grants the SERVICE PROVIDER and any third party chosen by it to carry out its obligations, a temporary and non-exclusive right to use said content, files, data and information for the sole purposes strictly necessary to carry out the services. Services.

As such, the SERVICE PROVIDER acknowledges that the communication of elements by the SELLER does not in any way constitute a transfer of ownership of said elements for any reason whatsoever. The Parties agree that the elements transmitted may be used by the SERVICE PROVIDER for the needs and execution of the Contract, unless prior written indication to the contrary is addressed to the SERVICE PROVIDER. In addition, the archives and documents published by the SERVICE PROVIDER as part of the Services using data transmitted by the SELLER will be the exclusive property of the SERVICE PROVIDER.

Consequently, the SELLER undertakes to ensure the defense of the SERVICE PROVIDER and to take responsibility for and/or compensate the SERVICE PROVIDER for any damages which could result from any action or claim by a third party relating to the detention and/or the use by the SELLER of any of the content, files, data and information provided to it by the SELLER, in any form and in any manner whatsoever, for the performance of the Services under the Contract.

 

13. DURATION AND TERMINATION OF THE CONTRACT

Duration. The Contract takes effect on its date of signature and is concluded for an indefinite period.

Termination. Each Party has the right to terminate the Contract, at any time, by any sufficiently conclusive written means, including electronic means, addressed to the other Party, respecting a reasonable notice period and calculated as follows: one (1) MONTH per year of registration on the Site.

The maximum period of notice is set at SIX (6) MONTHS, unless otherwise agreed by the Parties. Each Party will be required to perform its obligations towards the other until the end of the notice period which constitutes the Termination Date.

Contractual breach. In the event of non-performance by one of the Parties of a single one of its contractual obligations, or of the obligations inherent to its activity, the other Party will be entitled to put the defaulting Party on notice to remedy its non-performance within a period of time. THIRTY (30) days. When the formal notice remains without effect at the end of this period which runs from the date of receipt by the defaulting Party, the Contract will be terminated at the expiration of the period which constitutes the Termination Date.

Terminations for breach of one or the other Party will be at the fault of the Party responsible for the unfulfilled contractual obligations, except in cases of force majeure. It will take place without prejudice to any other rights or actions which the Party victim of the failure could assert against the Party at fault.

The SERVICE PROVIDER may automatically terminate access to the SELLER's account, or suspend it, without prior notification, in the event of serious and/or repeated violation(s) of the stipulations of the Contract, in particular in the event of ( i) sale of Products carried out in contradiction with the stipulations of the Contract, (ii) attempt to finalize a transaction directly, without going through the Site, after it has been initiated on the Site, (iii) the case applicable, non-payment by the SELLER of the subscription amount or (iv) reporting, by a BUYER or by any third party with a legitimate interest, of a fault, abuse or other indelicacy attributable to the SELLER or inaccurate information, payment fraud, attempted fraud or any other criminal offense. 

Consequences of termination. Upon termination of the Contract, for whatever reason, all amounts owed by the SELLER are immediately due and payable on the Termination Date. Any contractual non-performance on the part of the SELLER will result in all remaining sums due to the SERVICE PROVIDER becoming due on the Termination Date. The remaining amounts due include, where applicable, the cost of the subscription during the notice period.

In addition, the SELLER loses his status as SELLER and:

  • his Products are immediately withdrawn from sale on the Site and he can no longer accept new orders;
  • its access to the Site will be closed when the processing of Orders in progress on the date of termination of the Contract has been completed and all complaints relating to Orders placed with it have been resolved.

Regardless of the Party initiating the termination, the SELLER is required to complete the execution of any Order in progress on the closing date, and to ensure its obligations towards the SERVICE PROVIDER and its obligations to after-sales (legal and contractual) towards BUYERS, in particular the proper management of complaints until their resolution.

 

14. FORCE MAJEURE

In accordance with the provisions of article 1218 of the Civil Code, no Party may be held liable for a failure to perform its contractual obligations if this failure is due to an event, independent of the will of the Parties and constituting force majeure. .

Force majeure means the occurrence of an event presenting the characteristics of unpredictability, irresistibility and externality to the Parties usually recognized by French law and courts. This concerns in particular: epidemics and pandemics, strikes, terrorist activities, riots, insurrections, wars, government actions, natural disasters or defects attributable to a third-party telecommunications provider.

The prevented Party must inform the other Party as soon as possible, indicating the nature of the force majeure. The Parties will come together to determine together the most appropriate means to mitigate, if possible, the consequences of the event(s) constituting the force majeure. If, following a case of force majeure, the affected Party is prevented from fulfilling only part of its contractual obligations, it remains responsible for the performance of the obligations which are not affected by the case of force majeure as well as for its payment obligations.

As soon as the force majeure event ceases, the prevented Party must immediately inform the other Party and resume performance of the affected obligations within a reasonable period of time.

If the circumstances which oblige one of the Parties to suspend the execution of the Contract continue for a continuous period of at least sixty (60) days, each Party may, at the end of this period, request the termination of the Contract on written notification addressed to the other.

 

15. PROTECTION OF PERSONAL DATA

In application of law 78-17 of January 6, 1978 modified by law n°2018-493 of June 20, 2018, it is recalled that the personal data requested from the SELLER by the MarketPlace are necessary, both to guarantee access to the MarketPlace services only for processing orders for Products.

The MarketPlace undertakes to ensure the security of the personal data it retains for the purposes of fulfilling and tracking orders.

The processing of information communicated via the Site meets legal requirements regarding the protection of personal data, the information system used ensuring optimal protection of this data.

The SELLER has, in accordance with the national and European regulations in force, a right of permanent access, modification, rectification, opposition to portability and limitation of processing with regard to information concerning him.

This right can be exercised under the conditions and according to the terms defined on the Site.

Please note that SELLERS are aware of BUYERS' data relating to Product orders collected by the MarketPlace. BUYERS are informed by the latter that these data and in particular the information necessary for the delivery of the Products are transferred, for this sole purpose, to the SELLERS, who undertake to use this data only for the purposes of delivery. of the Products and to enable them to fulfill the legal obligations attached to them. They undertake not to keep any copies once they have shipped the Products ordered, any other use being strictly prohibited.

 

16. MISCELLANEOUS PROVISIONS 

Mutual declaration of independence. The Parties expressly declare that they are and will remain, throughout the duration of the Contract, independent commercial and professional partners, each insuring the risks of their own activity.

Transfer. The Contract being concluded intuitu personæ, the SELLERS undertake not to assign or transfer, in any manner whatsoever (and in particular in the form of assignment or rental management of its business, contribution to the Company or , where applicable, transfer of securities or change of control) the resulting rights and obligations, without the express, prior and written consent of the SERVICE PROVIDER.

Subcontracting. The SERVICE PROVIDER is expressly authorized to use subcontracting for the provision of all or part of the Services to satisfy its contractual commitments and remains responsible to the SELLER for the execution of the contractual commitments by itself and/or its subcontractors. .

Nullity of a stipulation of the Contract. The nullity or inapplicability of any of the stipulations of the Contract will not entail the nullity of the other provisions which will retain their full force and scope. Unless otherwise provided, the fact for one or other of the Parties not to claim the application of any of the provisions of the Contract or to acquiesce in its non-performance, cannot be interpreted as a waiver of the rights which arise for it from the said provision.

Entire Contract. All provisions of the Contract constitute the entire agreement between the Parties. The Contract cancels and replaces any previous agreement in any form whatsoever (studies, offers or written or verbal proposals) that may have been made prior to its signature. The preamble as well as any annexes to the Contract form an integral part of it and are inseparable from it.

Modification of the Contract. The SERVICE PROVIDER reserves the right to modify, at any time, all or part of the T&Cs, subject to prior communication to the SELLER by means of a publication on the Site.

SELLERS are therefore invited to regularly consult the T&Cs published on the Site in order to be aware of any changes made.

Use of the Site by the SELLER constitutes acceptance by the SELLER of the modifications made to the General Terms and Conditions.

Domicile election. For the execution of the Contract, the Parties respectively elect domicile at their registered offices and domiciles indicated at the top of the Contract.

Electronic signature. Evidence. Pursuant to articles 1366 et seq. of the Civil Code and/or article L.110-3 of the Commercial Code, the Parties recognize and agree that electronic contracts, including exchanges by electronic mail, constitute original documents between the Parties and will provide proof, unless written proof to the contrary is provided. The Customer acknowledges having communicated the elements enabling him to be identified. He accepts the principle of an electronic signature and recognizes that this process has identical legal value to that of a signature in paper format.

Applicable law. Litigation. The Parties agree that the law applicable to the contract will be French law. The CGS are concluded and will be executed in good faith by the Parties who undertake to examine together, in the greatest spirit of consultation, any dispute that may arise regarding its existence, interpretation or execution. In the event of failure of their direct negotiation and before any referral to the competent courts, the Parties undertake to set up a mediation process. The duration of the mediation may not exceed three (3) months, unless otherwise agreed by the Parties. When the mediation is carried out for profit, and according to the agreement of the Parties, the mediator's fees will be shared in half by the Parties. Pursuant to this mediation clause, all exchanges carried out between the parties will be, unless agreed by the Parties, confidential for an unlimited period.

If at the end of a period of three (3) months following the emergence of the dispute, the Parties do not reach an amicable agreement materialized by the signing of a memorandum of understanding, the dispute would then be subject to the exclusive jurisdiction of the Judicial court of the Service Provider's head office.