GENERAL TERMS AND CONDITIONS OF SALE

GENERAL TERMS and CONDITIONS OF SALE FOR CONSUMERS
GENERAL TERMS and CONDITIONS OF SALE FOR BUSINESSES

GENERAL TERMS and CONDITIONS OF SALE FOR CONSUMERS

1. Scope of the General Terms and Conditions of Sale

These General Terms and Conditions, which can be revised at any time, apply to all orders of goods and services on the www.coldshop.com website; any additional statements on any other document, leaflet or catalogue only have indicative value.

These General Terms and Conditions are entered into between SOFRIGAM a limited company governed by the Laws of France, registered under N° B 312 235 302 at Nanterre trade register (Intra-EU VAT number: FR04 312 235 302 ), having its head office at: 212, avenue Paul Doumer, 92500 Rueil-Malmaison, France, trading as The Cold Shop (hereafter referred to as the Company) and the persons or companies wishing to make a purchase on The Cold Shop website, hereafter referred to as the customer

Any order of product offered for sale on the website implies consultation of and express acceptance of these General Terms and Conditions of Sale, (this acceptance not being accompanied by the handwritten signature of the customer). According to the provisions of articles 1316 to 1316-4 of the French Civil Code, completed by Decree n° 2001-272 of 30 March 2001, passed for the application of article 1316-4 and pertaining to electronic signatures, you are reminded that the validation of an order form as detailed in article 3 hereafter, constitutes an electronic signature which has, between the parties, the same validity as a handwritten signature and authorises the order and the sums due for fulfilment of the order.

The Company reserves the right to modify these General Terms and Conditions of Sale. Any new version of these conditions will be notified to the customer on the website and it is up to the customer to take note thereof.

The on-line version shall prevail against any other version of these conditions, except for any agreed modifications that may occur after an order has been placed.

2. Products

    2.1. Description of Products

The Cold Shop products are displayed on the website and detailed product sheets can be made available, so that Customers have the opportunity, before completion of an order, to understand the essential product characteristics, in accordance with the provisions of article L.111-1 of the French Consumer Code

The Company shall make all efforts to ensure that colours and patterns displayed in product images on the website are faithful to the actual products.

However, given the mode of display of the products on the internet, it may be possible that the impression rendered or perceived by the customer does not correspond exactly to the product.

According to article L 121-20-3 of the French Consumer Code, should the product requested be unavailable, notably in regard to the colour ordered by the Customer, The Company will likely offer the customer a product of equivalent quality and price.

    2.2. Price of Products

The applicable prices are those listed on the website when the customer confirms the order.

Prices are subject to UK VAT and any change in the rate of VAT will be reflected in the price of products on the website.

The customer is informed that the shipping costs for England, Wales & the main centres in Scotland are already included in the prices advertised. For the Highlands, the Isles & Northern Ireland an additional charge will likely be added to the price of the products. These costs will be indicated on the order summary and in the email order confirmation.

At any time and without notice, the Company reserves the right to modify prices. These modifications will not have any influence on orders already processed by the Company before the changes were made.

3. Order Process of the Products.

    3.1. Order of a Product on the Website

By browsing the website, the customer has the opportunity to view the various products offered for sale.

To order any of these products the customer can click on an icon next to the image of the product.

At any point in the process the customer can check the products chosen (item, quantity, etc.) in the “My cart” section.

The customer can view, modify or delete an order at any time during the order process, i.e. until the effective payment of the order as per the conditions set out in article 3.2 hereafter, once the selection of the product(s) is completed, the customer is requested to enter personal details on a screen provided for this purpose.

Once the details are completed, a summary of the order will be displayed including: the item(s), quantity and price of products, total value of the order including shipping costs, customer details, delivery address and billing address.

After reviewing the status of the order the customer will be asked to either:

- Click on the "Order" button to proceed to payment - Or click on "Change your cart" to modify the order and / or change personal details.

By clicking on the "Order" button during the order process, the customer must first read the General Terms and Conditions of Sale and tick the box next to the message "I have read and agree to these General Terms and Conditions of Sale."

The payment of the order will then proceed.

This data recorded on the website validates the transaction between the Company and the customer.

   3.2. Payment of the Product

      3.2.1. Payment

The Company uses a secure payment system provided by PayPal and guarantees the customer that it has no access to the confidential information pertaining to payment.

In order to proceed to payment, the Customer is asked to provide debit/credit card information, the expiry date and the security code. The customer's bank details are requested for each order and only the bank selected by the Company for completion of the transaction have possession of confidential information. For this purpose, the customer grants the Company the required permissions to use the payment method selected at the time of confirmation of the order. In the case of refusal by the bank, the order will be cancelled and the customer duly notified.

Once the payment of an order is complete, a printable summary of the order will be displayed; this document can be downloaded and saved on the customer’s computer.

       3.2.2. Secured Payment

The information relating to an order is subject to automated data processing for which PayPal is responsible. The automated data processing is in place to provide analysis of transactions and to fight against credit card fraud.

In accordance with the Data Protection Act of 6 January 1978, the customer has, at any time, the right to access, challenge and correct all personal data by writing a letter with proof of identity to:

                    Sofrigam
                    212 Rue Paul Doumer
                    92508 Rueil Malmaison Cedex
                    France

   3.3. Order Confirmation by The Cold Shop

The order will be deemed to be completed once confirmed by the website to the customer.

The Company reserves the right to refuse a sale or an order delivery in the case of a dispute with a customer, in particular following the failure by a customer to meet obligations under these General Terms and Conditions of Sale; such as and including non-completion of payment. (Without prejudice to any damages that may be sought by the Company)

After payment of an order ​​by a customer, the Company will send an e-mail confirmation as soon as possible.

This e-mail order confirmation sent by the Company will include the following information:

• Summary of the items ordered
• Total value of the order
• Shipping costs
• Confirmation of payment
• Terms and conditions for exercising the right of cancellation in accordance with Articles L 121-20 of the French Consumer Code
• Terms relating to the delivery of ordered products (shipping deadline up to 30 days after order confirmation).

   3.4. Availability of Products

The products offered for sale by the Company are those displayed on the website on the day it is visited by the customer and are subject to availability.

Should a product not be available, the Company will inform the customer as soon as possible by e-mail, of a partial delivery or cancellation of the order.

However, pursuant to Articles L 121-20-3 and in accordance with the French Consumer Code, should a product not be available, the Company is likely to offer or deliver to the customer a product of equivalent quality and price.

If the customer's account has already been debited at the time the customer is informed by the Company of the above, the customer will be refunded as soon as possible by the Company for the price paid for the product and related shipping costs.

If the customer requests cancelation of an entire order, the Company commits to refund the customer for the total amount paid, within thirty (30) days at the latest after debiting the amount.

At any time, the Company reserves the right to modify or discontinue the sale of products offered on the website; such changes do not however affect orders accepted by the Company before such changes have come into effect.

4. Deliveries

The Company retains ownership of the products until full payment of the order (shipping costs included) has been received.

    4.1. Delivery time

Delivery of the products will occur no later than thirty (30) days from order date unless otherwise stipulated; in which case the customer will be notified before the order is placed, with an estimated delivery time.

    4.2. Delivery Delays

Any delay in delivery must be reported by the customer as soon as possible to the Company in order to pursue the matter with the carrier involved.

The customer shall have the right to cancel the order if the delivery has not taken place within 20 days after the initially specified date of delivery, unless the delay is due to circumstances beyond the reasonable control of the Company.

    4.3. Receipt of the Products by the Customer

Deliveries are deemed to be completed when the products have been made available to the customer by the carrier, as indicated by that carriers tracking system.

It is up to the customer to check that goods are not defective immediately upon receipt of the products.

Not withstanding the time allowed for cancellation by the customer outlined in section 5 below, it is the recipient’s responsibility to check the shipments upon arrival and to inform the carrier of any complaints or claims that appear justified in the case of a delay or damage or products missing.

The customer must provide complete and accurate information with regard to any complaint in accordance with Article L 133-3 of the Commercial Code. Complaints must be confirmed by registered letter to the carrier with acknowledgement of receipt within three (3) days of product delivery.

Any complaint of this kind should also be notified to The Cold Shop to the contact details provided on the website, within the same period and in the same format. A copy of any claim made to the carrier should be attached.

5. Customer’s Right to Cancellation during the ‘Cooling off’ Period

Subject to the assumptions referred to in Article L 121-20-3 of the Consumer Code, the customer has a cooling-off period of fourteen (14) calendar days from the date of delivery of the order to return the product at their own expense if the product ordered does not give satisfaction.

The products must be returned complete, in perfect condition and in their original packaging along with a copy of the invoice and the return slip found on the back of the invoice completed.

This right is forfeit if the product has been used, altered, marked or damaged in any way such that it could not be resold.

Under these conditions, The Coldshop will refund the customer's bank account debited at the time of the order within a maximum period of thirty (30) days after receiving the returned product.

If the right to cancellation is exercised on the date of departure of the product from the Companies warehouses, return costs must nonetheless be borne by the customer.

6. Customer’s right to return the goods

Upon receipt of a non-compliant product, the customer may return such non-compliant product to the Company, within thirty (30) days after the receipt of the product.

The Company does not accept parcels with postage due and returned product must be in its original packaging along with a copy of the invoice and return form completed.

On receipt the Company will check the returned product. If non-compliance is confirmed, the customer will be automatically refunded on the bank account debited at the time of the order within thirty (30) days of receipt of the non-compliant product.

Any risk associated with the return of the product is the responsibility of the customer.

7. Warranty and Compliance

The Company guarantees that its products comply with the expected use and do not have any flaws or hidden defects rendering them unfit for normal use.

If the product does not comply with the information given at the time it was displayed on the website, and in accordance with article L 211-4 of the French Consumer Code, or if the product has hidden defects as provided for in article 1641 of the Civil Code, the amount paid will be reimbursed to the customer within thirty (30) days, subject to compliance with the above mentioned conditions.

8. Retention of Title

    8.1. All goods supplied by the Company to the customer remain the property of the Company until full payment of the goods and all other monies due have been received by the Company, even if a payment extension has been granted. Any contrary clause, including those inserted into the general conditions of purchase, is void, in accordance with Article L 624-16 of the French Commercial Code.

    8.2. It is expressly agreed that the Company will be able to enforce its rights under this clause of retention of title, for any of its claims, on all its products in the customer's possession, the latter being conventionally assumed to be those unpaid. The Company reserves the right to take back or reclaim its products in compensation of any unpaid invoices, without prejudice to its right to cancel pending sales.

    8.3. This clause does not prevent the transfer to the buyer of the responsibility for the goods upon delivery.

9. Intellectual property rights

The Company, as a manufacturer and service provider, claims all rights relating to the design, the make up and performance of the various deliverables produced by the Company (inventions, creations, products, studies, reports, etc.).

Ownership of the documentation or other physical media on which the product information is communicated is granted by the Company to the Customer, as well as a right to use any intellectual property rights which are necessary for their use. Nevertheless, the transfer of any rights relating to the material or intellectual property, in the case of conclusion of sale agreements, will be effective, only as from the completion of payment.

The Customer is only granted a temporary right, until the above transfer is complete, provided that the delivered components can still be claimed.

In any event, the Company remains the owner of the processes, systems and know-how. It is brought to your attention that the Company’s particular know-how, which is the result of significant investment, is protected by confidentiality. The customer, its employees and other individuals bound to the Company by contract are required to respect this provision. The use by them should not be considered as a disclosure likely to put an end to the protection from which the Company benefits.

10. Liabilty of the Company

The Products comply with French legislation. The Company is not responsible for failure to comply with the legislation of the country where the products will be shipped and their contents delivered. It is the responsibility of the customer to check with the pertaining local authorities of any restrictions on imports and use of the products to be ordered.

The liability of the Company is discharged in the case that it would become impossible to execute a part or the totality of its obligations because of events beyond the reasonable control of the Company, events considered to be ‘force majeure’, such as usually considered in law.

Events considered as cases of ‘force majeure’ would be: all-out or partial strikes, internal or external to the Company, lockout, serious bad weather, epidemics, blocking of means of transportation or supply for, whatever reason, earthquakes, fires, storms, floods, water damage, governmental or legal limitations, total or partial loss of energy sources, in particular oil, or loss of means of telecommunication of which the cause is not within the control of the parties.

Notwithstanding the statements in the above paragraphs, the Company’s liability under these General Terms and Conditions of Sale shall not exceed an amount equal to amounts paid or payable in the transaction giving rise to such liability, regardless of the cause or the form of the action.

The Company will not in any way be held liable for any indirect or intangible effects, for instance a loss of income, loss of customers, damage to commercial image, etc.

11. Data Protection

When purchasing through the Company’s website it is necessary for the customer to provide the personal information requested in connection with the sale. This is necessary for the processing of orders, for deliveries and for preparing invoices. A lack of information leads to an automatic rejection of the order.

According to the Data Protection Act n°78-17 of 6 January 1978, the processing of personal information collected on the website is subject to a declaration to the National Commission for Data Protection (CNIL).

In this regard, you can exercise your right of access, modification, correction or deletion of your personal data (article 38 of the above mentioned Act). To do so, write to SOFRIGAM, 212 avenue Paul Doumer, 92508 Rueil Malmaison Cedex, France.

The Company is the recipient of the personal data collected through its website. However, it may have to pass it to third-parties. You can object to the transfer by notifying your objection to the contact listed above.

12. Correspondences – Proof

Pursuant to Article 1316 of the Civil Code, the customer declares that the information given to the Company by electronic means is full and correct, notwithstanding the existence of any signed documentation to the contrary.

Data recorded on the computer systems of the Company, such as the time of order, of payment or other information provided, shall be deemed to be valid unless confirmed otherwise in writing by the customer.

The validity of the information provided by the computer systems of the Company is the same as that provided in an original signed written document.

13. General Provisions

    13.1. Independence of clauses

Should any clause of the present General Terms and Conditions of Sale be cancelled or ruled inapplicable, for any reason, other clauses will remain in force and the parties shall meet in order to determine, in good faith, the necessary modifications, such that neither party will be unduly burdened financially as a result of the said clause not being applied.

    13.2. Transfer

Subject to prior notification to a co-contracting party, the Company reserves the right to assign its rights to another company, currently or to be part of the SOFRIGAM group.

    13.3. Renunciation

Should the Company, at some point, not apply to its benefit some of the clauses hereby provided, this does not imply a renunciation of the provisions therein.

    13.4. Competence and applicable law

THE PRESENT GENERAL TERMS AND CONDITIONS OF SALE ARE GOVERNED BY FRENCH LAW, WITH THE EXCEPTION OF THE VIENNA CONVENTION OR THE PROVISIONS OF PRIVATE INTERNATIONAL LAW WHICH COULD TAKE PRESIDENCE.

SUBJECT TO ANY CONTRARY PROVISION IN CIVIL LAW, ANY DISPUTE THAT MIGHT ARISE DURING THEIR VALIDITY, THEIR INTERPRETATION OR IMPLEMENTATION, WHICH WOULD NOT HAVE BEEN AMICABLY SETTLED BETWEEN THE PARTIES, WILL BE SUBMITTED TO THE COURTS SITTING IN THE LOCALITY OF THE COMPANY’S HEAD OFFICES, NOTWITHSTANDING THE INVOLVEMENT OF MULTIPLE PARTIES, OR CONCERNING EXERCISE OF WARRANTY, AND EVEN IN THE CASE OF URGENT OR PRECAUTIONARY PROCEDURES, USING SUMMARY PROCEDURE OR APPLICATION, UNLESS OTHERWISE STATED OR BY EXPRESS AGREEMENT OF THE PARTIES.

    13.5. Interpretation

The present General Terms and Conditions of Sale have been drafted in both the French and the English languages. However, in case of dispute or divergence in the interpretation of these terms, the French version shall prevail.

GENERAL TERMS and CONDITIONS OF SALE FOR BUSINESSES

1. Scope of the General Terms and Conditions of Sale

These General Terms and Conditions, which can be revised at any time, apply to all orders of goods and services on the www.coldshop.com website; any additional statements on any other document, leaflet or catalogue only have indicative value.

These General Terms and Conditions are entered into between SOFRIGAM a limited company governed by the Laws of France, registered under N° B 312 235 302 at Nanterre trade register (Intra-EU VAT number: FR04 312 235 302 ), having its head office at: 212, avenue Paul Doumer, 92500 Rueil-Malmaison, France, trading as The Cold Shop (hereafter referred to as the Company) and the persons or companies wishing to make a purchase on The Cold Shop website, hereafter referred to as the customer

Any order of product offered for sale on the website implies consultation of and express acceptance of these General Terms and Conditions of Sale, (this acceptance not being accompanied by the handwritten signature of the customer). According to the provisions of articles 1316 to 1316-4 of the French Civil Code, completed by Decree n° 2001-272 of 30 March 2001, passed for the application of article 1316-4 and pertaining to electronic signatures, you are reminded that the validation of an order form as detailed in article 3 hereafter, constitutes an electronic signature which has, between the parties, the same validity as a handwritten signature and authorises the order and the sums due for fulfilment of the order.

The Company reserves the right to modify these General Terms and Conditions of Sale. Any new version of these conditions will be notified to the customer on the website and it is up to the customer to take note thereof.

The on-line version shall prevail against any other version of these conditions, except for any agreed modifications that may occur after an order has been placed.

2. Products

    2.1. Description of Products

The Cold Shop products are displayed on the website and detailed product sheets can be made available, so that Customers have the opportunity, before completion of an order, to understand the essential product characteristics, in accordance with the provisions of article L.111-1 of the French Consumer Code

The Company shall make all efforts to ensure that colours and patterns displayed in product images on the website are faithful to the actual products.

However, given the mode of display of the products on the internet, it may be possible that the impression rendered or perceived by the customer does not correspond exactly to the product.

Should the product requested be unavailable, notably in regard to the colour ordered by the Customer, The Company will likely offer the customer a product of equivalent quality and price.

    2.2. Price of Products

The applicable prices are those listed on the website when the customer confirms the order.

Prices are quoted in Pounds and Euros and include all taxes. The quote in Pounds is for information purposes since payment is taken in Euros only.

Prices are subject to UK VAT and any change in the rate of VAT will be reflected in the price of products on the website.

The customer is informed that the shipping costs for England, Wales & the main centres in Scotland are already included in the prices advertised. For the Highlands, the Isles & Northern Ireland an additional charge will likely be added to the price of the products. These costs will be indicated on the order summary and in the email order confirmation.

At any time and without notice, the Company reserves the right to modify prices. These modifications will not have any influence on orders already processed by the Company before the changes were made.

3. Order Process of the Products.

    3.1. Order of a Product on the Website

By browsing the website, the customer has the opportunity to view the various products offered for sale.

To order any of these products the customer can click on an icon next to the image of the product.

At any point in the process the customer can check the products chosen (item, quantity, etc.) in the “My cart” section.

The customer can view, modify or delete an order at any time during the order process, i.e. until the effective payment of the order as per the conditions set out in article 3.2 hereafter, once the selection of the product(s) is completed, the customer is requested to enter personal details on a screen provided for this purpose.

Once the details are completed, a summary of the order will be displayed including: the item(s), quantity and price of products, total value of the order including shipping costs, customer details, delivery address and billing address.

After reviewing the status of the order the customer will be asked to either:

- Click on the "Order" button to proceed to payment
- Or click on "Change your cart" to modify the order and / or change personal details.

By clicking on the "Order" button during the order process, the customer must first read the General Terms and Conditions of Sale and tick the box next to the message "I have read and agree to these General Terms and Conditions of Sale."

The payment of the order will then proceed.

This data recorded on the website validates the transaction between the Company and the customer.

    3.2. Payment of the Product

        3.2.1. Payment

The Company uses a secure payment system provided by PayPal and guarantees the customer that it has no access to the confidential information pertaining to payment.

As per Article 2.2, payment is taken in Euros only, which means that additional charges may be levied by your bank on the transaction.

In order to proceed to payment, the Customer is asked to provide debit/credit card information, the expiry date and the security code. The customer's bank details are requested for each order and only the bank selected by the Company for completion of the transaction have possession of confidential information. For this purpose, the customer grants the Company the required permissions to use the payment method selected at the time of confirmation of the order. In the case of refusal by the bank, the order will be cancelled and the customer duly notified.

Once the payment of an order is complete, a printable summary of the order will be displayed; this document can be downloaded and saved on the customer’s computer.

        3.2.2. Secured Payment

The information relating to an order is subject to automated data processing for which is responsible. The automated data processing is in place to provide analysis of transactions and to fight against credit card fraud.

In accordance with the Data Protection Act of 6 January 1978, the customer has, at any time, the right to access, challenge and correct all personal data by writing a letter with proof of identity to:

                Sofrigam
                212 Rue Paul Doumer
                92508 Rueil Malmaison Cedex
                France

    3.3. Order Confirmation by The Cold Shop

The order will be deemed to be completed once confirmed by the website to the customer.

The Company reserves the right to refuse a sale or an order delivery in the case of a dispute with a customer, in particular following the failure by a customer to meet obligations under these General Terms and Conditions of Sale; such as and including non-completion of payment. (Without prejudice to any damages that may be sought by the Company)

After payment of an order ​​by a customer, the Company will send an e-mail confirmation as soon as possible.

This e-mail order confirmation sent by the Company will include the following information:

• Summary of the items ordered
• Total value of the order
• Shipping costs
• Confirmation of payment
• Terms relating to the delivery of ordered products

    3.4. Availability of Products

The products offered for sale by the Company are those displayed on the website on the day it is visited by the customer and are subject to availability.

Should a product not be available, the Company will inform the customer as soon as possible by e-mail, of a partial delivery or cancellation of the order.

However, should a product not be available, the Company is likely to offer or deliver to the customer a product of equivalent quality and price.

If the customer's account has already been debited at the time the customer is informed by the Company of the above, the customer will be refunded as soon as possible by the Company for the price paid for the product and related shipping costs.

If the customer requests cancelation of an entire order, the Company commits to refund the customer for the total amount paid, within thirty (30) days at the latest after debiting the amount.

At any time, the Company reserves the right to modify or discontinue the sale of products offered on the website; such changes do not however affect orders accepted by the Company before such changes have come into effect.

4. Deliveries

The Company retains ownership of the products until full payment of the order (shipping costs included) has been received.

    4.1. Delivery time

Deliveries are made according to the availability of the goods and following the sequence in which orders arrive.

Time limits for deliveries are specified as accurately as possible but are subject to availability and shipping capacities of the Company.

A delay in delivery cannot give rise to damages, deduction, nor to a cancellation or modification of the order.

    4.2. Delivery delays

Any delay in delivery must be reported by the customer as soon as possible to the Company in order to pursue the matter with the carrier involved.

The customer shall have the right to cancel the order if the delivery has not taken place within 45 days after the initially specified date of delivery, unless the delay is due to circumstances beyond the reasonable control of the Company.

    4.3. Receipt of the Products by the Customer

Deliveries are deemed to be completed when the products have been made available to the customer by the carrier, as indicated by that carriers tracking system.

It is up to the customer to check that goods are not defective immediately upon receipt of the products.

Not withstanding the time allowed for cancellation by the customer outlined in section 5 below, it is the recipient’s responsibility to check the shipments upon arrival and to inform the carrier of any complaints or claims that appear justified in the case of a delay or damage or products missing.

The customer must provide complete and accurate information with regard to any complaint in accordance with Article L 133-3 of the Commercial Code. Complaints must be confirmed by registered letter to the carrier with acknowledgement of receipt within three (3) days of product delivery.

Any complaint of this kind should also be notified to The Cold Shop to the contact details provided on the website, within the same period and in the same format. A copy of any claim made to the carrier should be attached.

5. Customer’s right to return the goods

Upon receipt of a non-compliant product, the customer may return such non-compliant product to the Company, within thirty (30) days after the receipt of the product.

The Company does not accept parcels with postage due and returned product must be in its original packaging along with a copy of the invoice and return form completed.

On receipt the Company will check the returned product. If non-compliance is confirmed, the customer will be automatically refunded on the bank account debited at the time of the order within thirty (30) days of receipt of the non-compliant product.

Any risk associated with the return of the product is the responsibility of the customer.

6. Warranty and Compliance

    6.1. Scope

The Company guarantees that its products comply with the expected use and do not have any flaws or hidden defects rendering them unfit for normal use.

The Cold Shop will only be required to replace free of charge the defective goods, no claims for damages whatever the reason, will be accepted.

    6.2. Exclusions

The guarantee does not apply for visible defects.

The incorrect use of the products, damages and deteriorations caused by normal wear and tear, damages further to an external cause (in particular in the event of an traffic accident during the transportation of goods), or a modification of the product not planned nor specified by the salesman, are also excluded.

7. Retention of Title

    7.1. All goods supplied by the Company to the customer remain the property of the Company until full payment of the goods and all other monies due have been received by the Company, even if a payment extension has been granted. Any contrary clause, including those inserted into the general conditions of purchase, is void, in accordance with Article L 624-16 of the French Commercial Code.

    7.2. It is expressly agreed that the Company will be able to enforce its rights under this clause of retention of title, for any of its claims, on all its products in the customer's possession, the latter being conventionally assumed to be those unpaid. The Company reserves the right to take back or reclaim its products in compensation of any unpaid invoices, without prejudice to its right to cancel pending sales.

    7.3. This clause does not prevent the transfer to the buyer of the responsibility for the goods upon delivery.

8. Intellectual property rights

The Company, as a manufacturer and service provider, claims all rights relating to the design, the make up and performance of the various deliverables produced by the Company (inventions, creations, products, studies, reports, etc.).

Ownership of the documentation or other physical media on which the product information is communicated is granted by the Company to the Customer, as well as a right to use any intellectual property rights which are necessary for their use. Nevertheless, the transfer of any rights relating to the material or intellectual property, in the case of conclusion of sale agreements, will be effective, only as from the completion of payment.

The Customer is only granted a temporary right, until the above transfer is complete, provided that the delivered components can still be claimed.

In any event, the Company remains the owner of the processes, systems and know-how. It is brought to your attention that the Company’s particular know-how, which is the result of significant investment, is protected by confidentiality. The customer, its employees and other individuals bound to the Company by contract are required to respect this provision. The use by them should not be considered as a disclosure likely to put an end to the protection from which the Company benefits.

9. Liabilty of the Company

    9.1. The Products comply with French legislation. The Company is not responsible for failure to comply with the legislation of the country where the products will be shipped and their contents delivered. It is the responsibility of the customer to check with the pertaining local authorities of any restrictions on imports and use of the products to be ordered.

    9.2. Subject to any binding statutory regulations, the parties hereby expressly agree that SOFRIGAM will only be liable in the event of a serious fault or a deliberate act, provided that a causal link between the damage and the serious fault or deliberate act will have to be proven.

    9.3. If such liability is raised, the parties hereby expressly agree that SOFRIGAM will only be liable for the damages resulting directly from the serious fault or deliberate act and up to a maximum amount equivalent, all damages merged, to the highest of the following: either the price paid by the customer related to the specific delivery, or €15,000. SOFRIGAM will not be liable for any indirect or immaterial damage that may occur, for instance a loss of income, clients, damage to image, etc.

10. Force majeure

The liability of either party is discharged in the case that it would become impossible to execute a part or the totality of its obligations because of events beyond the reasonable control of either party, events considered to be ‘force majeure’, such as usually considered in law.

    10.1. Events considered as cases of ‘force majeure’ would be: all-out or partial strikes, internal or external to the Company, lockout, serious bad weather, epidemics, blocking of means of transportation or supply for, whatever reason, earthquakes, fires, storms, floods, water damage, governmental or legal limitations, total or partial loss of energy sources, in particular oil, or loss of means of telecommunication of which the cause is not within the control of the parties.

Notwithstanding the statements in the above paragraphs, the Company’s liability under these General Terms and Conditions of Sale shall not exceed an amount equal to amounts paid or payable in the transaction giving rise to such liability, regardless of the cause or the form of the action.

The Company will not in any way be held liable for any indirect or intangible effects, for instance a loss of income, loss of customers, damage to commercial image, etc.

    10.2. The party raising force majeure will have to notify the other party by registered letter with acknowledgement of receipt. The fulfilment of its obligations will then be postponed for a period equal to the duration of the suspension resulting from this cause. However, beyond 30 (thirty) days period of interruption, either Party may have the choice to put an end to the transaction, by registered letter with acknowledgement of receipt sent to the other party.

11. Data Protection

When purchasing through the Company’s website it is necessary for the customer to provide the personal information requested in connection with the sale. This is necessary for the processing of orders, for deliveries and for preparing invoices. A lack of information leads to an automatic rejection of the order.

According to the French Data Protection Act n°78-17 of 6 January 1978, the processing of personal information collected on the website is subject to a declaration to the National Commission for Data Protection (CNIL).

In this regard, you can exercise your right of access, modification, correction or deletion of your personal data (article 38 of the above mentioned Act). To do so, write to SOFRIGAM, 212 avenue Paul Doumer, 92508 Rueil Malmaison Cedex, France.

The Company is the recipient of the personal data collected through its website. However, it may have to pass it to third-parties. You can object to the transfer by notifying your objection to the contact listed above.

12. Correspondences – Proof

Pursuant to Article 1316 of the French Civil Code, the customer declares that the information given to the Company by electronic means is full and correct, notwithstanding the existence of any signed documentation to the contrary.

Data recorded on the computer systems of the Company, such as the time of order, of payment or other information provided, shall be deemed to be valid unless confirmed otherwise in writing by the customer.

The validity of the information provided by the computer systems of the Company is the same as that provided in an original signed written document.

13. General Provisions

    13.1. Independence of clauses

Should any clause of the present General Terms and Conditions of Sale be cancelled or ruled inapplicable, for any reason, other clauses will remain in force and the parties shall meet in order to determine, in good faith, the necessary modifications, such that neither party will be unduly burdened financially as a result of the said clause not being applied.

    13.2. Transfer

Subject to prior notification to a co-contracting party, the Company reserves the right to assign its rights to another company, currently or to be part of the SOFRIGAM group.

    13.3. Renunciation

Should the Company, at some point, not apply to its benefit some of the clauses hereby provided, this does not imply a renunciation of the provisions therein.

    13.4. Competence and applicable law

THE PRESENT GENERAL TERMS AND CONDITIONS OF SALE ARE GOVERNED BY FRENCH LAW, WITH THE EXCEPTION OF THE VIENNA CONVENTION OR THE PROVISIONS OF PRIVATE INTERNATIONAL LAW WHICH COULD TAKE PRESIDENCE.

SUBJECT TO ANY CONTRARY PROVISION IN CIVIL LAW, ANY DISPUTE THAT MIGHT ARISE DURING THEIR VALIDITY, THEIR INTERPRETATION OR IMPLEMENTATION, WHICH WOULD NOT HAVE BEEN AMICABLY SETTLED BETWEEN THE PARTIES, WILL BE SUBMITTED TO THE COURTS SITTING IN THE LOCALITY OF THE COMPANY’S HEAD OFFICES, NOTWITHSTANDING THE INVOLVEMENT OF MULTIPLE PARTIES, OR CONCERNING EXERCISE OF WARRANTY, AND EVEN IN THE CASE OF URGENT OR PRECAUTIONARY PROCEDURES, USING SUMMARY PROCEDURE OR APPLICATION, UNLESS OTHERWISE STATED OR BY EXPRESS AGREEMENT OF THE PARTIES IN PARTICULAR ON AN ARBITRATION, IF NECESSARY.

    13.5. Interpretation

The present General Terms and Conditions of Sale have been drafted in both the French and the English languages. However, in case of dispute or divergence in the interpretation of these terms, the French version shall prevail.