CONDITIONS GÉNÉRALES DE LOCATION

GENERAL TERMS AND CONDITIONS OF RENTAL

PURPOSE OF THE GENERAL TERMS AND CONDITIONS OF RENTAL
Unless otherwise expressly agreed, these general terms and conditions of rental (hereinafter the “GTC”) apply to any rental of equipment (hereinafter the “Equipment”) between Atawa (hereinafter the “Service Provider”) and the author of the order (hereinafter the “Client”).

The services included in the rental are agreed between the Parties at the time of the order and may include delivery of the Equipment, including outbound transport and installation, making the Equipment available, collection of the Equipment, including dismantling and return transport, and any ancillary service agreed between the Parties.

ARTICLE 1 – ACCEPTANCE OF THE GTC

1.1 Validation by the Client on its online account (Atawa-app.com system) of an Atawa rental proposal automatically entails acceptance of the GTC.

1.2 Any validation of a proposal by a means other than the Atawa-app.com system entails acceptance of the GTC, available on the Client’s online account and accessible via the email containing the Service Provider’s proposal.

1.3 These GTC replace any general terms and conditions of purchase or rental of the Client.

ARTICLE 2 – FORMATION AND CANCELLATION OF THE ORDER

2.1 Online validation of a proposal by the Client results in the creation of an order (hereinafter the “Order”) and the start of the process of verifying the availability of the Equipment by the Service Provider.

If the Equipment is available following this verification process, the Order shall be confirmed by the Service Provider to the Client by email.

If the Equipment is unavailable, the Client shall be notified, resulting in cancellation of the Order, without costs for either Party.

If equivalent Equipment is available, the Service Provider may propose such substitute Equipment to the Client, who shall have 48 hours to accept or reject the proposal.

Acceptance of the equivalent Equipment by the Client shall result in confirmation of the Order.

Rejection by the Client or failure to respond within the timeframe shall result in cancellation of the Order, without costs for either Party.

The Service Provider shall not be liable for damages in the event of cancellation of the Order.

2.2 Any additional Order placed after the initial Order shall be subject to the GTC and shall give rise to additional invoicing.

2.3 Any modification of the Order at the Client’s initiative, including postponement of the Order, even in the event of force majeure, is subject to acceptance by the Service Provider and feasibility of such modification.

Where feasible, such modification may result in an increase in the rental price payable by the Client.

2.4 In the event of cancellation of the Order by the Client no later than three months before the scheduled delivery date, 60% of the total price including VAT of the Order shall be due.

The full price including VAT of the Order shall be due in the event of cancellation by the Client less than three months before the delivery date.

These provisions apply even if the cancellation is caused by exceptional circumstances occurring after confirmation of the Order, such as a case of force majeure.

ARTICLE 3 – PRICE AND PAYMENT

3.1 Prices are always expressed excluding VAT and in euros, unless otherwise stated.

The Client agrees to pay any sums due under the rental by bank transfer or cheque.

3.2 Unless otherwise agreed in writing:

• A first invoice corresponding to 60% of the total amount including VAT of the Order shall be issued upon confirmation of the Order;
• A second invoice bringing the total to 100% of the total amount including VAT shall be issued one month before the delivery date, less the first deposit;
• For Orders confirmed less than one month before delivery, a single invoice for 100% of the total amount including VAT shall be issued upon confirmation.

In the event of changes to the reservation less than one month before the event or additional costs, the final invoice shall be adjusted accordingly. Otherwise, it shall be zero.

3.3 Unless otherwise agreed, invoices are payable upon receipt.

Any delay in payment shall automatically give rise to:

• late payment interest at 12%
• a fixed recovery fee of €40

If the Client fails to pay within 15 days of receipt of the deposit invoice, the Service Provider may consider the Order cancelled. Cancellation fees under Article 2.4 shall apply.

For Orders confirmed less than 30 days before delivery, proof of payment must be provided within 48 hours.

Failing this, the Order may be deemed cancelled.

If 100% payment has not been received the day before delivery, the Service Provider may refuse delivery and consider the Order cancelled. The full amount shall remain due.

3.4 In the event of non-use of the Equipment, the Client remains liable for full payment.

3.5 The Service Provider reserves the right to increase the price for the following reasons:

• Different technical delivery/installation conditions
• Additional labor or transport costs (Sunday, holidays, etc.)
• Extended delivery time due to site constraints
• Waiting time not attributable to the Service Provider
• Restoration or replacement of damaged Equipment
• Parking or security costs
• Ground repair costs

3.6 The Service Provider may request a security deposit to guarantee additional costs.

If no increase occurs, it shall be returned or destroyed.

If not received within 5 days, the Order may be cancelled without cost.

3.7 If delivery/installation becomes impossible without modifying the Order and the Client refuses, the Order shall be deemed cancelled by the Client.

Cancellation fees apply.

ARTICLE 4 – OBLIGATIONS OF THE SERVICE PROVIDER

The Service Provider undertakes to:

• use all reasonably available means for the performance of the Order, including delivery of the Equipment, its installation and dismantling where applicable, and the other services agreed with the Client;
• communicate to the Client on its online account (Atawa-app.com system) a delivery and collection Schedule in due time, and any updates thereto by any means where applicable;
• at the Client’s request once the Order has been confirmed, arrange a technical visit of the delivery and installation site for the Equipment either (1) on a date set by the Service Provider at no additional cost to the Client, or (2) on a date set by the Client subject to the Service Provider’s availability, at the Client’s expense for an amount agreed in advance between the Parties;
• inform the Client without delay of any factor that would prevent or disrupt performance of the rental;
• provide the Client, upon express written request, and within a reasonable time, with any supporting document evidencing compliance and approval of the rented Equipment in accordance with the applicable standards;
• keep confidential any data communicated by the Client in the context of the rental, upon the Client’s express request;
• inform the Client as soon as possible in the event of the occurrence of a situation triggering a price increase as provided for in Article 3.5 above, in particular in the event of Equipment damaged during the rental period (see Article 5.5 below);
• not behave in a disloyal or aggressive manner towards the Client and the persons encountered during the rental.

ARTICLE 5 – OBLIGATIONS OF THE CLIENT

5.1 The Client undertakes to:

• pay within the required time limits any sums due to the Service Provider;
• carry out any administrative formalities incumbent upon it and any verification of the installation;
• ensure that use of the Equipment complies with the legal provisions in force depending on the type of event;
• inform the Service Provider during the preparation of the rental proposal of any access constraint relating to the place of installation for delivery of the Equipment, and any technical specific feature relating to the place of installation of the Equipment where applicable (for example, the presence at the installation site of any pipe, cable or any other technical installation);
• inform the Service Provider as soon as possible following confirmation of the Order of any access constraint relating to the place of delivery of the Equipment, and any technical specific feature relating to the place of installation of the Equipment where applicable, which does not appear in the Order;
• withhold no information useful to the Service Provider for the proper performance of its service;
• at the Service Provider’s request, allow access to the delivery and installation sites of the Equipment for a technical visit either (1) on a date set by the Service Provider at no additional cost to the Client, or (2) on a date set by the Client subject to the Service Provider’s availability, at the Client’s expense for an amount agreed in advance between the Parties;
• comply with the delivery and collection Schedule and, on the day of delivery, comply with any layout plan for the Equipment agreed by the Parties;
• be present on the first and last day of the operations in order to confirm the delivery location, delivery of the Equipment, and installation of the Equipment where applicable. Failing such confirmation, or in the event of the Client’s absence on the day of delivery, delivery of the Equipment shall be deemed tacitly accepted by the Client. More generally, even in the event of force majeure, the Client’s absence shall prevent the Client from subsequently contesting the value of the Equipment, its content and its scope;
• clear the access to the scheduled delivery site of any obstacle in order to allow access for the Service Provider’s vehicles. If the Service Provider is unable to access the site at the scheduled place and time of delivery due to the Client or the Client’s absence, the Service Provider reserves the right not to proceed with delivery and to consider the Order cancelled by the Client under the conditions provided for in Article 2.4;
• not interfere in the delivery, installation, dismantling and collection works relating to the Equipment;
• indemnify the Service Provider against any claim by the operator or owner of the destination site of the Equipment. The Service Provider may not be held liable for damage caused to the site in the normal performance of the service;
• not sublet or assign the Equipment to a third party without the Service Provider’s express authorization, unless otherwise agreed;
• comply with the operations guide relating to the safety and methods of use of the Equipment sent to the Client by the Service Provider before delivery and, more generally, use the rented Equipment in accordance with its normal purpose, not do or allow anything that may lead to its deterioration or disappearance, provide it with the normal maintenance required, and keep it in good operating condition, and, where applicable, comply with the Service Provider’s specific recommendations, advice for use and appropriate warnings, which the Client acknowledges having read;
• ensure, at its own expense, the guarding of the rented Equipment. Guarding shall be ensured from delivery until full collection of the Equipment;
• not behave in a disloyal or aggressive manner towards the Service Provider and the persons in charge of delivery, installation, dismantling or collection.

5.2 The Client may not make any modification and/or transformation, however minor, and/or carry out any repair whatsoever on the Equipment. No nailing, drilling, application of adhesive, paint or other material may be carried out on the rented Equipment. Any intervention by the Client on the Equipment without the Service Provider’s authorization and having the direct or indirect consequence of damaging the Equipment shall be directly attributable to the Client, who shall bear the financial consequences thereof. Only the Service Provider’s personnel are authorized to install, dismantle, move, modify or repair the Equipment. Any modification to the purpose or configuration of the rented or sold Equipment requested by the Client must have obtained the Service Provider’s prior express written approval.

5.3 The Client further undertakes to leave free access to the installed Equipment to any representative of the Service Provider or person appointed by it or by any Administrative, Judicial or Police Authorities, and to take any useful measure to facilitate their task, it being specified that the opening doors of the structures must under no circumstances be obstructed or blocked, from the inside or the outside, by any system whatsoever.

5.4 The Equipment remains in the custody of the Client until it is collected by the Service Provider, even in the event of postponement of collection compared with the delivery and collection Schedule.

5.5 The Client must report to the Service Provider any damage to the Equipment during the rental. Damage shall be recorded during or after collection, if possible with supporting photographs. Damage recorded that has not been declared by the Client shall be communicated to the Client after collection. Repair of the Equipment, its cleaning, or its replacement due to damage caused during the rental shall be invoiced to the Client and payable by cheque or bank transfer upon receipt of the invoice.

5.6 Where the Service Provider is in charge of the “electrical power” part, the Client is prohibited from opening the devices, opening the electrical cabinets and carrying out any electrical connection except by special, express, prior written agreement of the Service Provider. The Service Provider disclaims, whatever the cause, all liability in the event of failure to comply with this provision. Where the Client is in charge of the electrical power, the Client shall be responsible for connecting the Service Provider’s Equipment to an electrical source and for verifying in advance of the rental the electrical power requirements of the various service providers.

ARTICLE 6 – COLLECTION AND RETENTION OF THE EQUIPMENT

6.1 The Service Provider shall collect the Equipment in accordance with the delivery and collection Schedule. If collection is not possible on the date or at the time scheduled in the delivery Schedule, the Party preventing collection of the Equipment shall inform the other Party as soon as it becomes aware of such impediment.

6.2 Retention by the Client of the Equipment beyond the scheduled collection date shall automatically result in an immobilization penalty payable by the Client equal to 30% of the total amount including VAT of the Order per day of immobilization, from the day following the scheduled collection date until and including the day of actual collection. This indemnity shall be payable by cheque or bank transfer upon receipt of the invoice. This indemnity may be supplemented by a claim for damages in compensation for the actual loss suffered by the Service Provider due to the Client’s retention of the Equipment made available. Furthermore, and without prior formal notice, the Service Provider may recover possession of the Equipment by any legal means.

ARTICLE 7 – INTELLECTUAL PROPERTY AND IMAGE RIGHTS

7.1 In the context of performance of the Order, no intellectual property rights are transferred, unless otherwise agreed in writing. Consequently, the Client acquires only a right of use, in the context of the rental, of the creations, inventions, studies, drawings, prototype models, etc. relating to the rented Equipment. Any reproduction or use of said creations, inventions, studies, drawings, models, etc. is prohibited. The Client undertakes not to use, through another service provider, the recommendations or original ideas proposed by the Service Provider. Any software packages and software that may be implemented by the Service Provider for the proper performance of the Order are and shall remain the sole and entire property of the Service Provider. Consequently, the Client undertakes not to use the software packages and software implemented for purposes other than the object of the Order, and to return them to the Service Provider at the end of the Order. Under no circumstances may any copy or transfer of the software and software packages implemented be made without the Service Provider’s prior express written authorization, the Client acknowledging that the Service Provider alone holds the copyright and all economic rights, namely rights of representation, reproduction and adaptation, whatever the mode, relating to said software, software packages, programs, etc.

7.2 Unless otherwise agreed in writing, the Client authorizes the Service Provider to take photographs and videos, indoors and outdoors, and aerial shots of the Equipment. The Service Provider undertakes to comply with the provisions relating to privacy and, where applicable, to obtain the Client’s authorization or that of its guests for any image in which the Client or one of its guests is identifiable. The Client authorizes the Service Provider (i) to use the logo of the Client or of the company it represents and (ii) to reproduce such logo on the Service Provider’s website as well as on its commercial documents for marketing and communication purposes.

ARTICLE 8 – LIABILITY

8.1 Service Provider’s professional and operating civil liability insurance
The Service Provider states that it has taken out operating and professional civil liability insurance covering bodily injury and material damage that a third party might suffer due to the Service Provider’s intervention.

8.2 Client’s civil liability insurance
Where the Client is a professional, it states that it is insured for professional and operating civil liability. Where the Client is a private individual, it undertakes to contact its insurer in order to extend, if necessary, the scope of its civil liability insurance contract to cover the rental. At the Service Provider’s request, the Client shall provide the Service Provider with its table of guarantees and an insurance certificate as soon as possible. The Service Provider reserves the right not to proceed with delivery in the absence of communication by the Client of its insurance certificate.

8.3 Damage caused to persons
In the event of damage caused to persons by the Equipment, the costs relating to such damage may not be offset by non-payment by the Client of the rental price.

8.4 Damage caused to the rented Equipment
From delivery of the Equipment until its collection, the Client is solely responsible for custody of the Equipment and undertakes to provide all necessary care for the Equipment in order to return it in its original condition. In particular, it undertakes to guard the Equipment in order to prevent theft. The indemnity called “insurance” in the Order is provided in return for the Service Provider’s assumption of certain damage to the Equipment during the rental period. Such cover depends on the conditions set out in the insurance policy taken out by the Service Provider. These conditions may be communicated by the Service Provider at the Client’s request. Activation of the Service Provider’s insurance for major damage (storm, destruction, theft with and without break-in, misappropriation and fraud) caused to the Equipment during the rental shall result in invoicing to the Client of an indemnity of 1,500 euros in return for the excess paid by the Service Provider. Details of the insurance policy are set out in the appendix to the GTC. Please note that this insurance does not cover damage such as loss or breakage of furniture, tableware, plant decoration or small equipment. You may subscribe to supplementary loss and breakage insurance for such equipment. Damage not covered by the Service Provider’s insurance must be paid by the Client or its insurer.

8.5 The total price of the Order shall remain due in the event of non-use of the Equipment due to strikes, power failure, hurricane, violent gusts of wind, storms, snowfall or any other event of force majeure occurring once the Equipment has been installed or if the installation already set up becomes unusable due to the damage suffered, or due to administrative prohibitions. In the event of total or partial destruction of the Equipment while in the Client’s custody caused by a fortuitous event or force majeure or any other cause beyond the Service Provider’s control, the total rental amount shall remain due by the Client and no refund may be requested.

8.6 Limitation of the Service Provider’s liability
The Service Provider undertakes to use all the means at its disposal for the proper performance of the services to which it has committed itself, it being specified that the Service Provider is subject only to an obligation of means. Whatever the basis of the Service Provider’s liability, such liability is limited to the amount actually paid by the Client for the rental. Any implementation by the Client of the Service Provider’s liability must be the subject of a registered letter with acknowledgment of receipt sent no later than one year from the alleged non-performance. Such claim must set out detailed grounds. Failure to do so shall constitute a waiver by the Client of its right to invoke the Service Provider’s liability. Under no circumstances may the Service Provider be held liable, whether towards the Client or towards a third party, for any indirect damage, in particular loss of business, loss of clientele, commercial prejudice, damage to brand image, resulting from the Equipment or the rental of the Services.

ARTICLE 9 – SUBCONTRACTING

In the context of performance of the rental, partial or total recourse to subcontracting is authorized. The Client is moreover informed that the Service Provider works with a network of partners and is in principle not the owner of the rented Equipment. In the event of damage caused by a subcontractor, the liability of such subcontractor must be pursued directly by the Party suffering the damage, to the exclusion of the Party that subcontracted, which shall not be jointly liable.

ARTICLE 10 – MISCELLANEOUS

10.1 The Parties, where they are legal entities, elect domicile at their respective registered offices. Where the Client is a natural person, the Client elects domicile at the billing address communicated to the Service Provider.

10.2 The validity of the GTC is governed by French law. Any dispute arising from the operations referred to herein, even in the event of multiple defendants or third-party proceedings, shall be submitted to the competent court within the jurisdiction of the Paris Court of Appeal.

APPENDIX 1 – ATAWA INSURANCE

We thank you for placing your trust in us for your event. In order to guarantee you a completely worry-free event, Atawa has taken out specific insurance covering damage caused to the rented equipment. This insurance allows you to limit the amount of your financial liability to 1,500 euros per event for all cases covered by the insurance policy, as described in this document.

Insured equipment

All equipment delivered and/or installed by Atawa for your event is insured, with the exception of plant decoration, furniture and tableware. For furniture and tableware, you may subscribe to loss and breakage insurance. To subscribe, you must ask your advisor to add it to your booking. Once added, the amount of the coverage will be indicated in your booking.

Scope of coverage

The equipment is insured:

• During transport to the place of your event; and
• During the duration of your event.

The equipment is insured on an all-risks basis against all material damage, destruction, theft with and without break-in, misappropriation and fraud.

Exclusions from coverage

The following damage is not covered:

• Indirect losses resulting from deprivation of use, idleness, delay or loss of market;
• Loss or damage resulting from use not complying with the manufacturer’s standards;
• Damage resulting from the insured’s intentional or fraudulent fault;
• Loss or damage resulting from the supplier’s, manufacturer’s or installer’s warranty under the law;
• Damage due to wear and tear, deterioration or normal or progressive depreciation;
• Loss or damage arising from smokers’ burns;
• All personal effects;
• Banknotes, shares, bonds, coupons, securities and valuables of any nature and more generally any financial instrument;
• Works of art and antiques;
• Goods classified as dangerous by the applicable conventions, laws or regulations;
• Live animals, plants;
• All motor land vehicles;
• All aircraft, floating or maritime craft;
• Mobile phones, audio players, electronic diaries;
• Damage caused by war;
• Damage caused directly or indirectly by a nuclear reaction.

For any question relating to insurance, contact your Atawa advisor directly or call us on 01 40 50 19 42.

APPENDIX 2 – ATAWA POSTPONEMENT / CANCELLATION INSURANCE FOR WEDDINGS AND PRIVATE EVENTS

The amount of postponement / cancellation insurance for weddings and private events is 5% of the total booking amount. It gives you access to the following special conditions:

Coverage: Postponements up to 10 days before the start date of installation

The 1st postponement is free of charge. From the 2nd postponement onwards, a flat fee of €500 per postponement shall apply.
(For any postponement, changes to the price of the equipment, transport and technical costs related to your event may apply due to a change of location, or unavailability of the original equipment.)

Modification of the event format

In the event of a change in the format of your event (for example, a reduced number of guests), Atawa shall make every effort to adjust your project. Any items removed from the booking shall be considered “cancellations” and shall therefore be subject to the conditions below.

Cancellation in the event of a regional ban on gatherings up to 5 days before the start date of installation

In the event of a regional ban on gatherings corresponding to your number of guests, you may cancel your event. A flat fee of 10% of the booking amount shall be charged.
(For any cancellation, the flat fee charged does not include specific purchases related to your event, for example: carpet, consumables, custom manufacturing. Such purchases are mentioned in the quote.)

Cancellation outside a regional ban up to 10 days before the start date of installation

If there is no regional ban and you wish to cancel your event, a flat fee of 35% of the booking amount shall be charged.
(For any cancellation, the flat fee charged does not include specific purchases related to your event, for example: carpet, consumables, custom manufacturing. Such purchases are mentioned in the quote.)

Postponement or cancellation less than 10 days before the delivery date

The entire service shall remain due.

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GENERAL TERMS AND CONDITIONS OF SALE

PURPOSE OF THE GENERAL TERMS AND CONDITIONS OF SALE

1. Scope of application

These general terms and conditions of sale (hereinafter the “General Conditions”) apply to any sale of equipment (hereinafter the “Equipment”) provided by the company Atawa to its clients (hereinafter respectively “Atawa” or the “Service Provider” and the “Client”).

Atawa and the Client being designated together as the “Parties” and individually as the “Party”.

Any sale of Equipment by Atawa to the Client is subject to these General Conditions, which the Client expressly and without reservation accepts.

Any derogation from the General Conditions shall only be valid if it has been previously and expressly accepted in writing by Atawa.

The General Conditions in force on the day of the Order, as defined below, are enforceable against the Client, to the exclusion of all other stipulations and conditions issued by the Client.

Atawa reserves the right to modify the General Conditions at any time after having informed the Client by letter or by email.

A modification shall only be applicable to an Order in progress after obtaining the prior agreement of the Client.

In the event that an Order also includes the rental of equipment, these General Conditions do not apply to the equipment rented by the Client.

2. Definitions

The following terms shall have, in these General Conditions, the following definition, whether they are used in the singular or plural:

The term “Client” means any natural person or legal entity, acting in a professional capacity, having placed an Order with Atawa.

The term “Quote” means the document sent by Atawa following the exchanges between Atawa and the Client, presenting the Equipment selected by the Client and, where applicable, the conditions of Installation of the Equipment by Atawa and the possible Services.

The term “Order” means the Quote validated by the Client, expressing its express, full and complete acceptance of the proposal provided for in the Quote.

The term “Price Adjustment” means the adjustment of the price of the Equipment when the acquisition and/or manufacturing costs of the Equipment differ between the Order and the verification of the availability of the Equipment by Atawa.

The term “Order Confirmation” means the confirmation email sent by Atawa to the Client after validation of the Order by the Client, verification of the availability of the Equipment by Atawa and validation of the Price Adjustment by the Client, where applicable.

The term “Technical Visit” means the physical appointment allowing Atawa to assess the conditions under which the Equipment will be delivered and, where applicable, installed on the Site.

It is a visit to the Site by Atawa as well as, where applicable, its subcontractors and service providers mobilized for the Installation of the Equipment.

The objective pursued is to assess the specific needs related to the layout of the Site.

The term “Logistical Adjustment” means the adjustment of the price invoiced to the Client in the Quote due to particular circumstances which were not foreseen at the time of the Order and which have a significant impact on the cost of the execution by Atawa of its obligations towards the Client.

The term “Final Order” means the final Order validated by the Client, including any Price Adjustment and/or Logistical Adjustment where applicable, as well as any additional order.

The term “Installation” means the installation of the Equipment by Atawa on the Site, or any other place, when this is provided for in the Final Order, including any logistical operation relating thereto.

The term “Making Available” means the moment when the Equipment is delivered by Atawa or any other action by which the Client effectively takes possession of the Equipment.

It may in particular consist of the collection of the Equipment by the Client or any duly authorized representative at a place defined at the time of the Order.

Making Available means, when the Order provides for the Installation of the Equipment, the moment when the Equipment is effectively installed by Atawa.

The term “Service” means any service delivered by Atawa relating to the sale of the Equipment, such as for example maintenance services for the Equipment, an annual inspection visit, etc.

The term “Site” means the place where the Equipment will be delivered and, where applicable, installed by Atawa.

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3. Order

3.1. Formation of the Order

i. Establishment of the Quote and Order

The sale of the Equipment gives rise to the establishment of a Quote by Atawa addressed to the Client and accompanied by these General Conditions.

In order to establish the Quote, Atawa exchanges with the Client in order to define its needs.

The Quote established following these exchanges specifies in particular: (i) the Site (name, address, etc.), (ii) a description of the Equipment, (iii) the price excluding VAT and including VAT of the Equipment selected by the Client, (iv) the envisaged time for Making Available, (v) the conditions of transport and delivery of the Equipment, (vi) where applicable, the conditions of Installation, (vii) the possible Services and (viii) the lump sum amount invoiced for the Technical Visit.

In order to place an Order, the Client may validate the Quote on its online space by a double-click system or receive the Quote by email and return it dated and signed to Atawa.

The Client is committed towards Atawa from the sending of the Order, subject to the availability of the requested Equipment and any Price and Logistical Adjustments.

In the same way, Atawa is committed towards the Client from the sending of the Order, subject to the availability of the Equipment and the validation by the Client of any Price and Logistical Adjustments.

The Order and the General Conditions alone shall prevail as to the content of the Order.

The Client may not assign, transfer or delegate the rights or obligations arising from the Quote and the Order without having obtained the express prior written agreement of the Service Provider.

ii. Verification of the availability of the Equipment and Order Confirmation

Once the Quote has been validated by the Client, Atawa will verify the availability of the requested Equipment.

In the event of availability of the Equipment at the price agreed in the Quote, Atawa will send the Client the Order Confirmation.

In the event of unavailability of the requested Equipment or if the price announced in the Quote requires a Price Adjustment, a new proposal will be sent to the Client who may accept or refuse it within a period of forty-eight (48) hours.

In the event of acceptance of the substitute Equipment and/or of the proposed Price Adjustment(s), Atawa will send the Client the Order Confirmation.

In the event of refusal, the Order shall be cancelled without costs for the Parties.

iii. Technical Visit

Following the Order Confirmation and unless it has already been carried out prior to the Order Confirmation, Atawa will organize a Technical Visit.

The Parties will agree on a date for carrying out the Technical Visit.

During the Technical Visit, the Client must be present or be represented by a duly authorized person on the Site.

The Client must be able to answer the questions asked by Atawa during the Technical Visit or communicate these answers within a reasonable time following it.

The Client must in particular inform Atawa of all the particularities of the Site, of the specific needs related to the layout of the Site, including but not limited to access routes, vegetation and the presence of underground water, gas or electricity lines.

If the Technical Visit allows Atawa to note that the Making Available of the Equipment cannot be carried out under the conditions agreed in the Quote and highlights additional costs, Atawa will inform the Client of the need to proceed with a Logistical Adjustment.

The Client must accept or refuse the proposed Logistical Adjustment within a period of forty-eight (48) hours.

In the event of refusal by the Client, the Order shall be cancelled and only the lump sum for carrying out the Technical Visit shall be invoiced.

In the event of acceptance by the Client, Atawa will send the Client the Final Order.

In the absence of a response from the Client within the aforementioned period, Atawa reserves the right to cancel the Order.

3.2. Modification of the Order

Any possible modification of the Order at the request of the Client may only be taken into consideration provided that it has been notified to Atawa in writing.

All modifications of the Order, requested by the Client, will only be taken into account after (i) confirmation of the feasibility of said modifications by the Service Provider and (ii) a possible adjustment of the price by the Service Provider.

The Service Provider reserves the right to refuse any requested modification.

In the event of a substantial modification of the Order by the Client, making impossible the execution of the Order under the conditions initially validated by the Parties:

(i) Atawa may, at its sole discretion, refuse the request for modification.

In the event of refusal by the Client to maintain the initial Order, Atawa shall be entitled to cancel the Order without costs for Atawa.

(ii) In the event of cancellation provided for in (i), all the costs already incurred by Atawa for the execution of the Order initially planned and any related loss of business shall be immediately invoiced to the Client.

Apart from any substantial modification, the Client may reduce up to 30% of the price of its Order no later than one (1) month before the Making Available.

In this case, all the costs provided for in (ii) above shall be borne by the Client.

In the event of refusal by the Client to bear the costs provided for in (ii), the initial Order shall be maintained.

If the Client refuses to maintain the initial Order, the Order shall be cancelled under the conditions referred to in Article 3.3.

3.3. Cancellation of the Order

Any cancellation of the Order at the request of the Client may only be taken into consideration provided that it has been notified to Atawa in writing.

If the Client cancels an Order, whatever the reason, the Client shall be liable for Deposit 1, as defined in Article 7, or for all the costs already incurred by Atawa if such costs are greater than the amount of Deposit 1.

If the Client cancels an Order less than thirty (30) days before the date of Making Available of the Equipment, the total amount of the Order shall be due.

In the event of Force Majeure, as referred to in Article 13, affecting the Client after the Order Confirmation and the beginning of the manufacturing of the Equipment and obliging the Client to cancel the Order, the latter shall remain liable for all the amounts referred to in Article 13.5.

3.4. Postponement of the Order

The Client has the possibility to request the postponement of the Order up to one (1) month before the date of Making Available of the Equipment, subject to written acceptance by Atawa.

Any request for postponement based on a case of Force Majeure must be notified in writing to Atawa no later than seventy-two (72) hours before the scheduled date of Making Available of the Equipment.

In the event of failure to comply with this period, the Order shall be considered as cancelled.

No request for postponement shall be accepted by Atawa if Deposit 1, as defined in Article 7, has not been paid by the Client.

Atawa and the Client undertake to cooperate in good faith in order to agree on a new date and to limit as much as possible the additional costs related to the postponement of the Order.

If the Parties fail to agree on a new date of Making Available of the Equipment at adjusted costs and the Client refuses to maintain the initial date, the Order shall be cancelled under the conditions stipulated in Article 3.3.

i. Postponement to a known date

If, at the time of the postponement request, the manufacturing of the Equipment has already begun, the payment of Deposit 2 must take place one month before the initial date of Making Available of the Equipment.

The Client also undertakes to bear the possible storage costs of the Equipment and all logistical adjustments due to the postponement and duly justified by Atawa until the new date of Making Available.

These storage costs shall be invoiced monthly to the Client.

ii. Postponement to an unknown date

The conditions of postponement provided for in (i) are also applicable in the event of postponement to an unknown date.

The storage costs of the Equipment shall be due as long as the Equipment has not been made available to the Client.

The Client undertakes to propose a new date of Making Available no later than thirty (30) days following the postponement request.

Failing this, the Order shall be considered cancelled under the conditions referred to in Article 3.3.

iii. Additional costs

Any request for postponement shall also give rise to payment by the Client of:

The management costs corresponding to five percent (5%) of the total amount excluding VAT of the Order, in particular for the modification of the date of Making Available, the reorganization of schedules and the mobilization of teams;

Any non-recoverable costs already incurred by Atawa as well as, where applicable, the loss of business related to the unavailability of the Equipment on the dates initially reserved.

The amount of these costs shall be determined at the time of the postponement request according to the operational constraints generated by said postponement.

i. Report à une date connue Si, lors de la demande de report, la fabrication du Matériel a déjà débuté, le paiement de l'Acompte 2 devra intervenir un mois avant la date initiale de Mise à Disposition du Matériel. Le Client s'engage également à prendre en charge les éventuels frais de stockage du Matériel et tous ajustements logistiques dus au report et dûment justifiés par Atawa jusqu'à la nouvelle date de Mise à Disposition. Ces frais de stockage seront facturés mensuellement au Client.

ii. Report à une date inconnue Les conditions de report prévues au (i) sont également applicables en cas de report à une date inconnue. Les frais de stockage du Matériel seront dû tant que le Matériel ne sera pas mis à la disposition du Client. Le Client s'engage à proposer une nouvelle date de Mise à Disposition au plus tard dans les trente (30) jours suivant la demande de report. En cas contraire, la Commande sera considérée comme annulée dans les conditions visées à l'Article 3.3.

iii. Frais additionnels Toute demande de report donnera également lieu au paiement par le Client:

• Des frais de gestion correspondant à cinq pour cent (5%) du montant total HT de la Commande, au titre notamment de la modification de la date de Mise à Disposition, de la réorganisation des plannings et de la mobilisation des équipes;

• Des éventuels frais non récupérables déjà engagés par Atawa ainsi que, le cas échéant, de la perte d'exploitation liée à l'indisponibilité du Matériel aux dates initialement réservées.Le montant de ces frais sera déterminé au moment de la demande de report en fonction des contraintes opérationnelles générées par ledit report.

4. Making Available of the Equipment

The Making Available of the Equipment is carried out according to the terms defined in the Final Order.

The presence of the Client or of a duly authorized representative of the Client during the Making Available of the Equipment is mandatory.

4.1. Accessibility of the Site

The Client undertakes to guarantee to the Service Provider the accessibility of the Site to the vehicles required for the Making Available of the Equipment.

Failing this, the Service Provider cannot be held responsible for a lack or delay in delivery, related to the impossibility of accessing the Site or parking there.

Any additional costs shall be borne by the Client.

4.2. Delivery note

During the Making Available of the Equipment, the Client or its representative signs a delivery note by which it acknowledges that the Equipment has been delivered to it in accordance with the conditions validated in the Order.

The signature of this delivery note entails acceptance of the Equipment and acknowledgement of its delivery in a compliant condition.

When the Making Available of the Equipment includes the Installation of the Equipment, the delivery note is signed at the end of the Installation.

In the event of absence of the Client or of any duly authorized representative during the Making Available of the Equipment at the date and place provided for in the Order, the Equipment shall be considered as correctly delivered and installed and the Client shall not be able to make any claim in this respect.

4.3. Delay in manufacturing of the Equipment

In the event of delay in the manufacturing of the Equipment independent of the will of Atawa, Atawa shall not be held responsible and reserves the right to adjust the date of Making Available at any time.

In this case, Atawa may, subject to availability, propose to the Client a rental of Equipment at a reduced price, at the Client’s expense.

4.4. Modifications

If the Making Available of the Equipment under the conditions validated by the Parties in the Order is impossible without modifying the Order, including on the day of Making Available, and the Client refuses this modification, the Service Provider may consider that the Client has cancelled the Order.

In this case, the Client shall be liable for the cancellation fees provided for in Article 3.3.

5. Obligations of the Parties

5.1. Obligations of the Service Provider

Atawa undertakes to make available the Equipment according to the conditions agreed in the Order.

In this respect, Atawa guarantees the availability of the Equipment ordered from the Order Confirmation, subject to the payment of Deposit 1 under the conditions provided for in Article 7.

Atawa undertakes to provide, at the time of Making Available, all the information necessary for the installation, use and maintenance of the Equipment.

5.2. Obligations of the Client

The Client undertakes to:

Pay the price of the Final Order under the conditions referred to in Articles 7 and 8,

Provide the Service Provider with all useful information and documents within the framework of the Technical Visit and of the Making Available of the Equipment,

Receive the Equipment,

Implement all reasonable means to facilitate the Making Available of the Equipment by Atawa,

Facilitate access to the Site,

Inform Atawa of any possible difficulty relating to the Making Available of the Equipment. This may include in particular lack of coordination with other service providers, delay by the Client in receiving the Equipment, impossibility of circulation of Atawa’s vehicles up to the place of Making Available of the Equipment, etc.,

Comply with all safety rules and regulations in force, in particular those relating to establishments open to the public where applicable,

Ensure the absence of underground networks or obstacles likely to compromise the installation of the Equipment,

Guarantee the Service Provider against any recourse by the operator or the owner of the Site where applicable. The Service Provider cannot be held responsible for damage caused to the Site within the framework of the normal execution of the Order,

Use the Equipment in accordance with its purpose and in accordance with the installation, use and maintenance information provided by Atawa.

6. Price

The price of the Equipment, the cost of the Technical Visit and, where applicable, of the Installation and of any Services are defined in the Quote.

All prices are expressed net and excluding taxes.

The Final Order shall also include the cost of any Logistical Adjustment and Price Adjustment.

7. Payment terms

Unless otherwise stipulated in the Order, the invoices shall be issued by the Service Provider according to the following terms:

An invoice for a deposit of 60% of the total amount including VAT of the Order shall be issued to the Client upon Order Confirmation (the “Deposit 1”).

A second invoice for the remaining amount of the Final Order shall be issued to the Client one (1) month before Making Available (the “Deposit 2”).

A third invoice shall be issued to the Client after Making Available in the event of adjustments to the Final Order or additional costs (the “Balance”).

Unless otherwise stipulated in the Order, the invoices issued by the Service Provider shall be paid by the Client upon receipt.

The Equipment shall only be reserved by Atawa once Deposit 1 has been paid by the Client.

Unless otherwise stipulated in the Order, without prejudice to the foregoing, for any Order issued less than one (1) month before Making Available or for any Order emanating from a Client having its registered office or domicile outside metropolitan France, Deposit 1 shall correspond to 100% of the amount of the Order and shall be paid upon receipt of the invoice.

Payment shall be made by bank transfer to the bank account of the Service Provider, whose details are mentioned on the invoices.

Unless expressly agreed in writing by Atawa, no set-off may be made between the sums due to Atawa and any claim alleged by the Client.

Atawa reserves the right, at any time, to require the Client to provide payment guarantees, such as a guarantee.

Upon request by Atawa, the Client shall provide any supporting document for this purpose.

8. Late payment

Atawa shall not be required to proceed with the Making Available of the Equipment if the Client does not pay the price under the conditions and according to the terms indicated in these General Conditions.

Failure to comply with the payment deadlines indicated in Article 7 shall impact the envisaged date of Making Available.

In the event of late payments received, Atawa may propose a new date of Making Available.

Any late payment entails the payment of:

(i) a late payment penalty equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points, this rate not being able to be lower than three (3) times the legal interest rate in force, and

(ii) a fixed compensation for recovery costs of 40 euros (article D. 441-5 of the French Commercial Code).

Late payment penalties are automatically due without the need for a reminder.

Late payment penalties and the fixed recovery compensation become automatically due in the event of non-payment of invoices within a period of thirty (30) days from the date of issue of the invoice.

Atawa reserves the right to invoice the Client for additional recovery costs in the event that the recovery costs incurred by the Service Provider are higher than the amount of the fixed compensation of forty (40) euros mentioned above upon simple presentation of supporting documents by the Service Provider.

In the event of non-payment of Deposit 1 or Deposit 2 within the deadlines provided for in Article 7, Atawa will send a payment reminder.

If, beyond five (5) working days following the payment reminder, Deposit 1 or Deposit 2 has not been paid by the Client, the Order shall be considered as cancelled and the Client shall be liable for the cancellation fees provided for in Article 3.3.

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9. Transfer of risks

The risks and responsibilities related to the loss or total or partial deterioration of the Equipment are transferred to the Client at the time of Making Available of the Equipment.

From the time of Making Available, whether or not the Client is the owner of the Equipment, the latter assumes full responsibility for the risks of loss, theft, deterioration or any other damage that may occur to the Equipment, whatever the cause, including in the event of Force Majeure, as defined in Article 13, or due to the act of a third party.

10. Weather conditions

The Client acknowledges that the Equipment may be affected by weather conditions, in particular wind, rain, snow, frost or any other bad weather that may occur during the use or storage of the Equipment by the Client.

From the time of Making Available of the Equipment, the Client assumes full responsibility for the consequences related to weather conditions, including and without limitation:

The overloading of the Equipment due to the accumulation of snow or water;

The lifting or displacement of the Equipment in the event of wind;

Any deterioration resulting from bad weather.

Atawa cannot be held responsible for damage occurring due to weather conditions incompatible with the conditions of use of the Equipment, in particular in the event of wind, rain, snow, storm or hail.

In the event of occurrence of exceptional weather conditions making impossible the Making Available of the Equipment on the planned date (storm, strong winds, snow, etc.), Atawa will propose to the Client a new date of Making Available of the Equipment and cannot be held responsible for the postponement.

11. Retention of title clause

Notwithstanding the transfer of risks provided for in application of Article 9, the Equipment remains the full property of Atawa until full and effective payment of the Equipment provided for in the Order, and of any other amount due by the Client to Atawa, allowing it to take back possession in the event of non-payment, in accordance with the provisions of Articles 2367 et seq. of the Civil Code.

Until the date of transfer of ownership to the Client, the latter shall hold the Equipment under the following conditions:

The Client shall hold the Equipment as custodian in the name and on behalf of the Service Provider. It must take care of the Equipment with the greatest care and return it upon request of the Service Provider in the same condition in the absence of payment within the agreed time limits;

The Equipment must be stored in the manner recommended by the Service Provider;

The Client shall refrain, before full payment of the price to Atawa, from reselling or pledging, or any other security measure, the Equipment, except with prior written agreement of the Service Provider;

The Client gives the Service Provider an irrevocable authorization for its employees to enter all places or premises where the Equipment is kept, in order to verify whether the Equipment is kept there and to inspect it and/or recover it.

The Client is responsible for losses, deteriorations and depreciations which may occur to the Equipment, for any cause whatsoever, before full payment of the price.

12. Liability

12.1. Principle

The Client is solely responsible for the choice of the Equipment with regard to the use it makes of it, the place of installation and, where applicable, the technical and regulatory constraints applicable to the Client’s project.

12.2. Limitation of liability

The liability of Atawa may only be engaged in the event of proven fault exclusively attributable to it and shall be strictly limited to direct material damages related to the non-performance of its obligations.

Indirect and immaterial damages are expressly excluded from any compensation, such as in particular loss of business, loss of turnover, loss of profit, commercial prejudice, damage to image or total or partial cancellation of the Client’s project.

In the event that the liability of the Service Provider is retained, the total amount of the sums charged to it, including in the event of hidden defects, may not exceed the total amount excluding taxes of the concerned Order.

12.3. Exclusion of liability

The liability of the Service Provider may not be engaged:

For facts which do not fall within the scope of the Order, and/or which are not its direct extension;

Due to negligence or faults attributable to the Client, including in particular the provision by the Client of incomplete or erroneous information or the failure to respond and/or validate with the Service Provider within the required time limits;

For damages resulting from the act of the Client or of any third party to the relationship between Atawa and the Client, or from a lack of supervision, protection or maintenance of the Equipment;

Due to damages caused to property or persons resulting from use of the Equipment not in accordance with its purpose, with the instructions for use or incompatible with the place of use of the Equipment.

In particular, the liability of the Service Provider cannot be sought when the damage occurs due to non-compliance with Atawa’s recommendations, its technical notices or the conditions of installation and operation;

In the event of circumstances or events not directly under the control of the Service Provider and affecting its ability to execute an accepted Order.

In this case, the Service Provider may cancel the Order without incurring any liability for non-performance of its obligations.

13. Force majeure

13.1. Scope of application and definition

None of the Parties shall be considered as having failed in one or the other of its obligations if the execution of it is prevented by the occurrence of an event of force majeure (“Force Majeure”) within the meaning of the provisions of Article 1218 of the Civil Code.

13.2. Notification

The Party concerned by an event of Force Majeure must, within a period of seventy-two (72) hours from the occurrence of the event, notify the other Party by registered letter with acknowledgment of receipt of the occurrence of the event by justifying its character of Force Majeure, its foreseeable duration and the measures taken or to be taken to remedy it where applicable.

13.3. Obligations during the period of impediment

During the period of impediment, the concerned Party undertakes to use its best efforts to resume the normal execution of its obligations and, at the very least, to mitigate its effects, without this resulting in any financial burden for the other Party.

13.4. Duration of the impediment

If the impediment is temporary, the execution of the obligations of the Parties is suspended as of right for the entire duration of the event of Force Majeure without compensation on either side.

However, if the duration of the suspension renders the execution of the Order without object or economically unjustified, it shall be terminated as of right under the conditions provided below.

If the duration of the impediment exceeds thirty (30) days from the occurrence of the event of Force Majeure, the Order shall be terminated as of right under the conditions provided below.

13.5. Financial consequences of the cancellation of the Order

In the event of cancellation of the Order, the Client remains liable for the payment of all sums corresponding to:

Costs already incurred by Atawa on the date of cancellation of the Order, upon presentation of supporting documents,

Losses of business suffered by Atawa due to the cancellation of the Order, upon presentation of supporting documents,

All sums due or claimed by manufacturers or suppliers of Equipment in respect of the Order, upon presentation of supporting documents.

Atawa shall not suffer any loss or any prejudice as a result of the cancellation of the Order.

When the case of Force Majeure is invoked by Atawa, the Client may obtain reimbursement of the amounts already paid under the Final Order, deduction made of the costs already incurred by Atawa up to the date of cancellation of the Final Order.

14. Warranty

14.1. Conditions for obtaining

Subject to the provisions that follow, the Equipment benefits from a warranty against hidden defects for a period of two (2) years from the discovery of the defect.

The benefit of this warranty is subject to full payment of the price under the conditions provided for in these General Conditions.

In the event of hidden defects, the Client must notify Atawa in writing of the defect or defects that it attributes to the Equipment and provide it with all justifications and all elements of proof as to their reality.

At the request of the Service Provider or of any third party intervening mandated by the Service Provider, the Client must make available the Equipment affected by a hidden defect for inspection and/or control.

14.2. Limits of application of the warranty

The warranty does not apply in particular in the following cases:

Deterioration of the Equipment resulting from abnormal use;

Accidents resulting from manifest negligence, from an error in handling of the Equipment or from weather conditions such as described in Article 10 of these General Conditions;

Inappropriate use, lack of supervision or maintenance of the Equipment;

Any other cause not resulting from Atawa.

In particular, Atawa is not bound by any contractual or legal warranty, and its liability cannot be engaged on any basis whatsoever, insofar as the Client has not strictly complied with Atawa’s prescriptions.

Moreover, any modification, any repair or any other work carried out on the Equipment by the Client or by any third party that it has mandated shall have the effect of cancelling this warranty.

14.3. Repair or replacement of the Equipment

In the event that the existence of a hidden defect is proven, Atawa’s liability is limited to the repair or replacement of the Equipment, excluding any compensation in respect of damages.

The repair, modification or replacement of elements of the Equipment by Atawa during the warranty period cannot have the effect of extending its duration.

15. Intellectual property

The conclusion of the Order does not confer on the Client any title or any intellectual property right over the materials or information transmitted by the Service Provider to the Client within the framework of the execution of the Order, such as, without limitation, technical documents, plans, instructions, visuals, studies, drawings, catalogues, commercial materials, trademarks, logos, company names, domain names.

Any element communicated by Atawa to the Client remains its exclusive property and may not, without its written authorization, be used, copied, reproduced, transmitted or communicated to third parties by the Client.

The sale of the Equipment does not entail any transfer, assignment or concession, for the benefit of the Client, of intellectual property rights, of any nature whatsoever.

No license of use, even implicit, is granted to the Client by the mere fact of the Order or of the Making Available of the Equipment.

16. Confidentiality

16.1. Confidential information

Each of the Parties undertakes not to disclose confidential information received from the other Party.

Confidential information means information of any nature, visual or oral, on any medium whatsoever, relating to the structure, organization, business, various internal policies, projects and personnel of each of the Parties (the “Confidential Information”).

Also constitute Confidential Information the studies, drawings, samples, models, prototypes, technical plans, presentations, manufacturing processes, methods, know-how and tools as well as any other materials and information provided by the Service Provider during the execution of the Order to the Client for strictly internal use for the purposes of execution of the Order and on condition that they are not disclosed to third parties nor annexed to a document that the Client may be required to produce.

Any disclosure by the Client of all or part of a Confidential Information to a third party must be subject to prior express written authorization by Atawa.

Conditions of disclosure may then be set by Atawa.

This obligation of confidentiality shall produce its effects for a period of five (5) years following the Making Available of the Equipment.

Subject to compliance with this article, the Service Provider reserves the right to perform services for companies competing with that of the Client.

16.2. Excluded information

Are not considered as Confidential Information information which:

Belong to the public domain, or have been freely acquired before the Order;

Are or become known otherwise than as a result of a breach of this article;

Must be communicated pursuant to a legal or professional obligation or at the request of any judicial or regulatory authority empowered to require disclosure of Confidential Information.

The concerned Party shall immediately inform the other Party thereof, insofar as possible prior to the disclosure.

17. Processing of personal data

Each of the Parties undertakes to perform its contractual obligations in compliance with the provisions of the regulations relating to the protection of personal data in force and in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, and the law known as “Informatique et Libertés” of 6 January 1978 as amended relating to data processing, files and freedoms (the “Regulation relating to the protection of personal data”).

During the execution of the Order, each Party may be required to collect, store and use personal data, in particular, without limitation, personal information of their respective employees.

These data may be collected from the other Party or directly from the data subject.

The processing of personal data of the persons concerned mentioned above is necessary to enable the Parties to execute the Order.

In order to ensure transparent information to the data subjects, in accordance with the requirements of the General Data Protection Regulation (EU) 2016/679, each Party shall be responsible for the content of its own information notice concerning the processing of personal data that it carries out in connection with the representatives/employees of the other Party and/or other persons representing that Party.

For any question relating to this clause, and more generally to the protection of personal data, the Client may contact the Service Provider at the following address: contact@atawa.com.

18. Subcontracting

The Service Provider reserves the right to assign all or part of the execution of the Order to subcontractors meeting its qualification requirements.

The Client is moreover informed that the Service Provider works with a network of partners.

The Service Provider remains fully responsible for the execution of the Order towards the Client.

Any subcontractor must comply with the contractual obligations of the Service Provider, including those relating to confidentiality and security of the information or data transmitted and their restitution within the framework of the execution of the Order.

The acceptance of the subcontractor by the Client does not create a direct contractual link between the Client and the subcontractor.

Any claim related to the execution of the Order must be addressed exclusively to the Service Provider.

19. Partial invalidity

Each provision of the General Conditions shall be interpreted independently of any other provision and if one or more provisions of the General Conditions is partially or totally unlawful or unenforceable in application of a law, a regulation or following a final decision of a competent jurisdiction, the validity of the other provisions shall not be affected.

20. No waiver

The failure to exercise partially or totally any of the rights resulting from the General Conditions by one or the other of the Parties shall not constitute a waiver of the benefit of that right for the future or of any other right resulting from the General Conditions.

21. Independence of the Parties

The Parties act as independent co-contractors throughout the duration of the commercial relationship, and no stipulation of the General Conditions must, under any circumstance, be interpreted as conferring on one of the Parties the status of agent, commission agent, distributor, representative, co-employer or principal of the other Party.

Consequently, neither Party may create rights or obligations, of whatever nature, in the name and on behalf of the other Party.

The Parties undertake to always behave as loyal and good faith co-contractors towards each other.

22. Miscellaneous

Each Party declares and agrees that:

The Final Order constitutes the entire agreement between the Parties for all that concerns its subject matter on the date of its conclusion, to the exclusion of any contrary legal provision (except provisions of public order);

The Final Order prevails over any other written or oral agreement previously entered into between the Parties relating to the same subject matter as the Final Order;

The Client has not been induced to conclude the Final Order on the basis of any statement, warranty or commitment not expressly included in the Final Order.

The General Conditions prevail over all general conditions of the Client.

No provision of the General Conditions authorizes the Client to any priority in the supply of the Equipment compared to the other clients of the Service Provider.

23. Applicable law – jurisdiction

The General Conditions are governed by French law.

The application of the Vienna Convention of 11 April 1980 on the international sale of goods is expressly excluded.

The Parties agree that any dispute arising on the occasion of the validity, interpretation, execution of the General Conditions, as well as the resolution of any dispute relating thereto, are subject to the exclusive jurisdiction of the Commercial Court of Paris, even in the event of an incidental claim, a warranty claim or a plurality of defendants or even in summary proceedings.

The Parties shall endeavor to settle amicably any dispute resulting from the interpretation or execution of the General Conditions.

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