GENERAL TERMS AND CONDITIONS OF SALE B TO B

These general terms and conditions of sale (hereinafter the "GTCS") apply to all purchases made by a professional (hereinafter the "CUSTOMER") on the http://rmsnegoce.com/ website (hereinafter the "WEBSITE") from RMS, SARL, registered in the R. C.S. ARRAS Greffe du Tribunal de Commerce de ARRAS sous le numéro 1858045 v 0, ayant son siège social Rue du Colibris, Parc d'Activité Les Oiseaux - 62300 LENS, France, Tél : 03.91.84.71.20, Fax : 03.21.29.44.96, email : contact@rmsnegoce.com (hereinafter the "SELLER")

IMPORTANT

Any order placed on the SITE implies unreserved acceptance of these GTCS and waiver of any general terms and conditions of purchase of the CUSTOMER.

1. DEFINITIONS

The terms mentioned below have the following meaning in these GCS:

"CUSTOMER": refers to the SELLER's co-contractor, who warrants that he/she is a professional as defined by French law and jurisprudence. In this respect, it is expressly stipulated that the CUSTOMER is acting in the context of its usual or commercial activity.

"DELIVERY": refers to the first presentation of the PRODUCTS ordered by the CLIENT at the delivery address indicated when the order was placed.

"PRODUCTS": refers to all the products offered for sale by the SELLER and available on the WEBSITE.

"TERRITORY": refers to Metropolitan FRANCE and Corsica.

"USER": refers to any person accessing and browsing the SITE.

2. PURPOSE

These GTCS govern the sale by the SELLER to its CUSTOMERS of PRODUCTS available on the SITE.

The CUSTOMER is clearly informed and acknowledges that these GTCS govern any order placed on the SITE by a CUSTOMER with a view to purchasing a PRODUCT.

3. ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS

Except in the case of a written framework agreement between the SELLER and the CUSTOMER, these GTCS and any others that may have been agreed or negotiated are valid only for a specific sale. Any repetition of these terms and conditions from one sale to the next shall in no way create an acquired right for the benefit of the CUSTOMER, nor any framework contract between the SELLER and the CUSTOMER.

The CUSTOMER must read these GTC carefully and accept them before proceeding with the payment of an order for PRODUCTS placed on the SITE. These GTC are referenced at the bottom of each SITE page by means of a link and must be consulted and accepted before placing an order. The CUSTOMER is invited to read, download and print the GTC carefully and to keep a copy.

The CUSTOMER undertakes to read the GTC on each new order, with the latest version of the GTC applying to each new order of PRODUCTS.

By clicking on the first button to place the order and then on the second to confirm the order, the CUSTOMER acknowledges having read, understood and accepted the GTCS without limitation or condition.

4. CONTRACTUAL DOCUMENTS

These GCS comprise the following contractual documents:

This document ;

The Annexes.

It is understood that these contractual documents explain each other. However, in the event of any contradiction or discrepancy between the terms of these contractual documents, they shall prevail in the order in which they are listed above, with the higher-ranking document taking precedence over the lower-ranking document.

5. INFORMATION RELATING TO THE CUSTOMER

The CUSTOMER will be asked to provide information enabling him/her to be identified by completing the form available on the SITE. The sign (*) indicates the mandatory fields that must be completed for the SELLER to process the CUSTOMER's order.

The information that the CUSTOMER provides to the SELLER when placing an order must be complete, accurate and up-to-date. The SELLER reserves the right to ask the CUSTOMER to confirm, by any appropriate means, his/her identity, eligibility and the information provided.

6. ORDERS

6.1. Characteristics of the PRODUCTS

The SELLER undertakes to present the essential characteristics of the PRODUCTS on the SITE and the information required under applicable law.

Consequently, the CUSTOMER agrees to read them carefully before placing an order on the SITE.

After having read them, the CUSTOMER, under his sole responsibility and according to his own needs, chooses the PRODUCT(S) that are the subject of his order. The SELLER may not be held liable in any way in this respect.

The availability of PRODUCTS is displayed on the SITE. Unless expressly indicated otherwise on the SITE, all PRODUCTS sold by the SELLER are new and comply with current European legislation and standards applicable in France.

6.2. Order procedure

Orders for PRODUCTS are placed directly on the SITE. To place an order, the CUSTOMER must follow the steps described below.

6.2.1 Selection of PRODUCTS and purchase options

The CLIENT must select the PRODUCT(s) of his/her choice by clicking on the PRODUCT(s) concerned and choosing the desired quantity or, if applicable, the desired PRODUCT characteristic. Once the PRODUCT has been selected, the PRODUCT is placed in the CLIENT's basket. The CLIENT may add as many PRODUCTS as he/she wishes to his/her basket.

6.2.2. Orders

Once the PRODUCTS have been placed in the CUSTOMER's basket, the CUSTOMER must click on the basket and check that the contents of the order are correct. If the CUSTOMER has not yet done so, he/she will be invited to identify him/herself or to register.

Once the CUSTOMER has validated the contents of the basket and logged in/registered, an automatically completed online form will be displayed, summarising the price, applicable taxes and delivery charges, if any.

The CUSTOMER is invited to check the content of his/her order (including the quantity and references of the PRODUCTS ordered, the billing address, the means of payment and the price) before validating its content.

After verification, the CUSTOMER may then proceed to secure payment for the PRODUCTS by following the instructions on the SITE and providing all the information required for invoicing and DELIVERY of the PRODUCTS. In the case of PRODUCTS for which options are available, these specific references appear when the correct options have been selected. Orders placed must include all the information required to process them.

The order will be definitively validated upon full payment of the price of the PRODUCTS ordered, in principal and accessories, it being specified that the sale concluded between the SELLER and the CUSTOMER will nevertheless be subject to the resolutory condition that the PRODUCT ordered is available.

The order will be cancelled if it turns out that the CLIENT has not paid in full or in part for other previous orders placed on the WEBSITE.

6.2.3. Acknowledgement of receipt

Once all the steps described above have been completed, a page will appear on the SITE to acknowledge receipt of the CUSTOMER's order. A copy of the acknowledgement of receipt of the order is automatically sent to the CUSTOMER by e-mail, provided that the e-mail address communicated via the registration form is correct.

The SELLER does not send order confirmations by post or fax.

6.2.4. Invoicing

During the ordering process, the CUSTOMER must enter the information required for invoicing (the sign (*) will indicate the mandatory fields that must be completed for the CUSTOMER's order to be processed by the SELLER).

In particular, the CUSTOMER must clearly indicate all information relating to DELIVERY, in particular the exact DELIVERY address, as well as any access code to the DELIVERY address.

The CUSTOMER must also specify the chosen method of payment.

Neither the order form that the CUSTOMER draws up online, nor the acknowledgement of receipt of the order that the SELLER sends to the CUSTOMER by e-mail, constitutes an invoice. Regardless of the order or payment method used, the CLIENT will receive the original invoice upon DELIVERY of the PRODUCTS, inside the parcel.

6.3. Order date

The order date is the date on which the SELLER acknowledges online receipt of the order. The lead times indicated on the SITE only begin to run from this date.

6.4. Prices

For all PRODUCTS, the CUSTOMER will find prices displayed on the SITE in euros, inclusive of all taxes, as well as the applicable delivery charges.

In particular, prices include value-added tax (VAT) at the rate in force on the order date. Any change in the applicable rate may affect the price of the PRODUCTS from the date on which the new rate comes into force.

The applicable VAT rate is expressed as a percentage of the value of the PRODUCT sold.

The prices of the SELLER's suppliers are subject to change. Consequently, the prices indicated on the SITE may change. They may also be modified in the event of special offers or sales.

The prices indicated are valid unless there is a gross error. The applicable price is the one indicated on the SITE on the date the order is placed by the CUSTOMER.
In the event of non-payment or late payment, the SELLER will apply late payment penalties calculated as follows:
Late payment penalties = (amount of invoice including VAT * LEGAL RATE APPLICABLE FOR THE HALF-YEAR) * (number of days late in the half-year / 365)
The LEGAL RATE APPLICABLE means the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
Late payment penalties are payable on the day following the payment date shown on the invoice, without the need for a reminder. Any CUSTOMER who is in arrears is automatically liable to pay the creditor a fixed penalty for collection costs of 40 euros. Where the recovery costs incurred exceed the amount of this fixed indemnity, the SELLER may request additional compensation, subject to justification.

6.5. Availability of PRODUCTS

The unavailability of a PRODUCT is in principle indicated on the page of the PRODUCT concerned. CUSTOMERS may also be informed of the restocking of a PRODUCT by the SELLER.

In any event, if unavailability was not indicated at the time of ordering, the SELLER undertakes to inform the CLIENT without delay if the PRODUCT is unavailable.

The SELLER may, at the CUSTOMER's request :

Either offer to ship all PRODUCTS at the same time as soon as out-of-stock PRODUCTS become available again,

Or proceed with a partial shipment of the available PRODUCTS initially, then with the shipment of the remainder of the order when the other PRODUCTS are available,

Or offer an alternative PRODUCT of equivalent quality and price, accepted by the CLIENT.

If the CLIENT decides to cancel its order for unavailable PRODUCTS, it will obtain a refund of all sums paid for the unavailable PRODUCTS within thirty (30) days of payment at the latest.

7. DELIVERY

The terms of delivery are set out in Appendix 1.

8. PAYMENT

8.1. Payment methods

The CUSTOMER may pay for PRODUCTS online on the SITE using the methods proposed by the SELLER.

The CUSTOMER guarantees the SELLER that he/she holds all the authorisations required to use the chosen means of payment.

It is hereby specified that all payment information provided on the SITE is transmitted to the SITE's bank and is not processed on the SITE.

8.2. Payment terms

The deadline for payment of the sums owed by the CUSTOMER is the thirtieth (30th) day following the date of receipt of the PRODUCTS.

In the case of periodic invoices, this period may not exceed forty-five (6045) days from the date of issue of the invoice.

8.3. Payment date

In the case of a single payment by credit card, the CLIENT's account will be debited as soon as the PRODUCTS are ordered on the SITE.

If the CLIENT decides to cancel its order for unavailable PRODUCTS, the refund will be made in accordance with the last paragraph of article 5.5 of these Terms and Conditions.

8.4. Refusal of payment

If the bank refuses to debit a card or other means of payment, the CUSTOMER must contact the SELLER's Customer Service in order to pay for the order by any other valid means of payment.

In the event that, for any reason whatsoever, opposition, refusal or other, the transmission of the flow of money owed by the CUSTOMER proves impossible, the order will be cancelled and the sale automatically terminated.

9. TRANSFER OF OWNERSHIP

The SELLER retains ownership of the PRODUCTS until full payment of the price, including principal, interest and incidental charges, even if payment terms have been granted.

Any clause to the contrary, particularly one included in the CUSTOMER's general terms and conditions of purchase, shall be deemed unwritten.

In this respect, if the customer is the subject of receivership or liquidation proceedings, the SELLER reserves the right to claim, as part of the receivership proceedings, PRODUCTS sold and remaining unpaid.

From the time of DELIVERY, the CUSTOMER is constituted the custodian and guardian of said PRODUCTS.

In the event of non-payment, and unless the SELLER prefers to request full and complete performance of the sale, the SELLER reserves the right to consider the sale cancelled for default, after formal notice has remained unanswered for 15 days, and to reclaim the goods delivered, with return costs to be borne by the CUSTOMER and any payments made being retained by the SELLER as a penalty clause.

10. TRANSFER OF RISK

Unless there is a specific agreement to the contrary between the parties, the risks of theft, loss, deterioration or destruction are transferred to the CUSTOMER upon delivery or, in the case of delivery to a carrier, upon delivery of the goods to the first carrier.

11. GUARANTEES

The SELLER shall be liable for any hidden defects in the PRODUCT sold which render it unfit for its intended use, or which impair such use to such an extent that the CUSTOMER would not have purchased it, or would only have paid a lower price for it, had he known of such defects.

This warranty allows the CLIENT, who can prove the existence of a latent defect, to choose between reimbursement of the price of the PRODUCT if it is returned, and reimbursement of part of its price if the PRODUCT is not returned.

In the event that replacement or repair is impossible, the SELLER undertakes to refund the price of the PRODUCT within thirty (30) days upon receipt of the returned PRODUCT and in exchange for the return of the PRODUCT by the CLIENT.

Any action arising from latent defects must be brought by the CLIENT within two (2) years of the discovery of the defect.

12. LIABILITY

Unless otherwise provided by public policy, the SELLER shall not be liable for any damages of any kind resulting directly or indirectly from the use or inability to use the PRODUCTS, and in particular :

the SELLER shall not be liable for the occurrence of any special, indirect or incidental damage such as, in particular, loss of production, loss of profits, even if the CUSTOMER has been warned of the possibility of the occurrence of such damage or loss;

the SELLER shall not be liable for the loss or destruction of any property, damage or expense arising directly or indirectly from the use, misuse or inability to use the PRODUCT by the CUSTOMER, either independently or in combination with another product;

the SELLER shall not be liable for any commercial loss whatsoever;

the SELLER shall under no circumstances be obliged to supply replacement equipment.

Under no circumstances shall the SELLER's contractual liability, as it may be incurred pursuant to these GTC, exceed the amount of the sums paid or still to be paid by the CLIENT for the purchase of the PRODUCT in question.

The SELLER does not control the websites that are directly or indirectly linked to the WEBSITE. Consequently, the SELLER accepts no liability for the information published on such websites. Links to third-party websites are provided for information purposes only and no guarantee is given as to their content.

13. FORCE MAJEURE

The SELLER may not be held liable if the non-performance or delay in the performance of any of its obligations described in these GTCS results from a case of force majeure. By force majeure, we mean any external cause, whether foreseeable or not, of an irresistible nature or the effects of which would substantially alter the economic balance of the sale for the SELLER.

Events such as strikes, lock-outs, fire, floods, riots, war, shortages of fuel, energy, transport, materials or products required for the SELLER's production, etc., are deemed to constitute force majeure, even if only partial and whatever the cause.

14. PERSONAL DATA

The SELLER collects personal data about its CUSTOMERS on the SITE, including by means of cookies. CUSTOMERS may deactivate cookies by following the instructions provided by their browser.

The data collected by the SELLER is used to process orders placed on the SITE, to manage the CUSTOMER's account, to analyse orders and, if the CUSTOMER has chosen this option, to send the CUSTOMER commercial prospecting mail, newsletters, promotional offers and/or information on special sales, unless the CUSTOMER no longer wishes to receive such communications from the SELLER.

CUSTOMER data is kept confidential by the SELLER in accordance with its declaration to the CNIL, for the purposes of the contract, its execution and in compliance with the law.

CUSTOMERS may unsubscribe at any time by accessing their account or by clicking on the hypertext link provided for this purpose at the bottom of each offer received by e-mail.

The data may be communicated, in whole or in part, to the SELLER's service providers involved in the order process. For commercial purposes, the SELLER may transfer the names and contact details of its CUSTOMERS to its commercial partners, provided that the CUSTOMERS have given their prior consent when registering on the SITE.

The SELLER will specifically ask CUSTOMERS whether they wish their personal data to be disclosed. CUSTOMERS may change their mind at any time by contacting the SELLER. The SELLER may also ask its CUSTOMERS whether they wish to receive commercial solicitations from its partners.

In accordance with the French Data Protection Act no. 78-17 of 6 January 1978, CUSTOMERS have the right to access, rectify, oppose (for legitimate reasons) and delete their personal data. They may exercise this right by sending an e-mail to contact@rmsnegoce.com or by sending a letter to Rue du Colibris, Parc d'Activité Les Oiseaux - 62300 LENS.

It is specified that the CUSTOMER must be able to prove his/her identity, either by scanning an identity document or by sending the SELLER a photocopy of his/her identity document.

15. INTELLECTUAL PROPERTY

All visual and audio elements of the SITE, including the underlying technology used, are protected by copyright, trademark and/or patent law.

These elements are the exclusive property of the SELLER. Any person who publishes a website and wishes to create a direct hypertext link to the SITE must request authorisation from the SELLER in writing.

Under no circumstances will the SELLER's authorisation be granted on a permanent basis. This link must be removed at the SELLER's request. Hypertext links to the Site using techniques such as framing or in-line linking are strictly prohibited.

16. VALIDITY OF THE GENERAL TERMS AND CONDITIONS

Any change in the legislation or regulations in force, or any decision by a competent court invalidating one or more clauses of these GTCS shall not affect the validity of these GTCS. Under no circumstances does such a modification or decision authorise CLIENTS to disregard these GTCS.

Any terms and conditions not expressly dealt with herein shall be governed in accordance with usage in the retail sector, for companies whose registered office is located in France.

17. MODIFICATION OF THE GENERAL TERMS AND CONDITIONS

These GTC apply to all purchases made online on the SITE, for as long as the SITE is available online.

These GTCS are dated precisely and may be amended and updated by the SELLER at any time. However, it is specified that the applicable GTCS are those in force at the time of the order. Thus, changes to the GTCS will not apply to PRODUCTS already purchased.

18. JURISDICTION AND APPLICABLE LAW

the competent commercial court within the jurisdiction of which the SELLER's registered office is located shall have jurisdiction to hear any dispute concerning the application of these GCS, as well as their interpretation, performance and subsequent sales contracts entered into by the SELLER, or concerning payment of the price, even in the event of multiple debtors, third-party proceedings or referral.

However, the SELLER reserves the right to summon the CUSTOMER before the commercial court in whose jurisdiction the customer is domiciled.

These GCS and the relationship between the CUSTOMER and the SELLER are governed by French law.

However, prior to any recourse to an arbitral or state court, negotiation will be preferred in a spirit of loyalty and good faith with a view to reaching an amicable agreement in the event of any dispute relating to these GTCS, including those concerning their validity.

The PARTY wishing to implement the negotiation process must inform the other party by registered letter with acknowledgement of receipt, indicating the elements of the dispute. If at the end of a period of fifteen (15) days, the PARTIES have not reached an agreement, the dispute will be submitted to the competent court designated below.

Throughout the negotiation process and until its conclusion, the PARTIES shall refrain from taking any legal action against each other in respect of the dispute which is the subject of the negotiation. By way of exception, the PARTIES are entitled to bring an action in summary proceedings or to apply for an injunction. Any action before the court of summary jurisdiction or the implementation of a procedure on petition does not imply any waiver of the amicable settlement clause on the part of the parties, unless they expressly wish otherwise.

APPENDIX 1 - DELIVERY POLICY

Delivery zone

The PRODUCTS offered can only be delivered within the TERRITORY. It is not possible to place an order for any delivery address outside this TERRITORY. The PRODUCTS are sent to the delivery address(es) that the CLIENT will have indicated during the ordering process.

Shipping time

The lead times for preparing an order and then issuing an invoice, prior to dispatch of PRODUCTS in stock, are stated on the SITE. These times do not include weekends or public holidays.

An e-mail message will automatically be sent to the CUSTOMER when the PRODUCTS are dispatched, provided that the e-mail address given in the registration form is correct.

Delivery times & costs

During the ordering process, the SELLER informs the CUSTOMER of the possible delivery times and methods for the PRODUCTS purchased. Shipping costs are calculated according to the delivery method. The amount of these costs will be payable by the CLIENT in addition to the price of the PRODUCTS purchased. Delivery times and costs are detailed on the WEBSITE.

Terms of DELIVERY

The parcel will be delivered to the CUSTOMER upon signature and presentation of proof of identity. In the event of absence, a delivery notice will be left for the CUSTOMER to pick up the parcel at the post office.

DELIVERY problems

The DELIVERY time indicated when the order is placed is given as an indication only and is in no way guaranteed.

Consequently, any delay in the availability of the products shall not give rise to the CUSTOMER being entitled to :

damages and interest

penalties; or

cancellation of the order.

It is the customer's responsibility to check the delivered PRODUCTS as soon as they are DELIVERED.

In the event of missing or damaged PRODUCTS or apparent non-conformity, the CUSTOMER must make all necessary reservations on the delivery slip upon receipt of said PRODUCTS.

Failing this, the CUSTOMER is deemed to have accepted the products without reservation.

The SELLER reserves the right to carry out, directly or indirectly, any on-site inspection and verification. The return of non-conforming PRODUCTS is subject to the SELLER's prior acceptance. Otherwise, the CUSTOMER is deemed to have accepted the PRODUCTS without reservation.

In the event of non-payment in full of an invoice that has fallen due, after formal notice has remained without effect for 48 hours, the SELLER reserves the right to suspend all current and/or future DELIVERIES.