General Terms and Conditions of Sale

1. Scope of application

These general terms and conditions of sale (hereinafter the “General Terms and Conditions”) apply to any sale of equipment (hereinafter the “Equipment”) supplied by Atawa to its clients (hereinafter respectively “Atawa” or the “Provider” and the “Client”). Atawa and the Client are hereinafter referred to together as the “Parties” and individually as a “Party”.

Any sale of Equipment by Atawa to the Client is subject to these General Terms and Conditions, which the Client expressly and unreservedly accepts.

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

The General Terms and Conditions in force on the date of the Order, as defined below, are enforceable against the Client, to the exclusion of any other provisions and conditions issued by the Client.

Atawa reserves the right to amend the General Terms and Conditions at any time after informing the Client by post or email. Any amendment shall apply to an Order in progress only after obtaining the Client’s prior consent.

Where an Order also includes equipment rental, these General Terms and Conditions shall not apply to the equipment rented by the Client.

2. Definitions

The following terms shall, in these General Terms and Conditions, have the following meanings, whether used in the singular or plural:

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

The term “Quotation” means the document sent by Atawa following discussions between Atawa and the Client, presenting the Equipment selected by the Client and, where applicable, the conditions for Installation of the Equipment by Atawa and any Services.

The term “Order” means the Quotation validated by the Client, expressing its express, full and complete acceptance of the proposal set out in the Quotation.

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 Atawa’s verification of the availability of the Equipment.

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 by the Client of the Price Adjustment, where applicable.

The term “Technical Visit” means the on-site visit allowing Atawa to assess the conditions under which the Equipment will be delivered and, where applicable, installed on the Site. This is a visit to the Site by Atawa and, where applicable, its subcontractors and service providers involved in the Installation of the Equipment. The purpose is to assess the specific needs related to the layout of the Site.

The term “Logistics Adjustment” means the adjustment of the price charged to the Client in the Quotation due to special circumstances that were not foreseen when the Order was placed and that have a significant impact on the cost for Atawa of performing its obligations towards the Client.

The term “Finalized Order” means the final Order validated by the Client, including any Price Adjustment and/or Logistics 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 location, where provided for in the Finalized Order, including any related logistics operations.

The term “Making Available” means the point in time when the Equipment is delivered by Atawa or any other action by which the Client effectively takes possession of the Equipment. This may include, in particular, collection of the Equipment by the Client or any duly authorized representative at a location defined when the Order was placed. Where the Order provides for Installation of the Equipment, Making Available means the point in time when the Equipment is effectively installed by Atawa.

The term “Service” means any service provided by Atawa in connection with the sale of the Equipment, such as equipment maintenance services, an annual inspection visit, etc.

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

3. Order

3.1. Formation of the Order

i. Preparation of the Quotation and Order

The sale of the Equipment gives rise to the preparation of a Quotation by Atawa addressed to the Client and accompanied by these General Terms and Conditions.

In order to prepare the Quotation, Atawa communicates with the Client in order to define its needs.

The Quotation prepared following these discussions shall specify 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 estimated timeframe for Making Available, (v) the conditions of transport and delivery of the Equipment, (vi) where applicable, the conditions of Installation, (vii) any Services and (viii) the fixed fee charged for the Technical Visit.

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

The Client is bound towards Atawa from the time the Order is sent, subject to the availability of the requested Equipment and any Price and Logistics Adjustments.

Likewise, Atawa is bound towards the Client from the time the Order is sent, subject to the availability of the Equipment and the Client’s validation of any Price and Logistics Adjustments.

The Order and the General Terms and Conditions alone shall be authoritative as to the content of the Order.

The Provider may, at its sole discretion, accept or refuse an Order.

The Client may not assign, transfer or delegate the rights or obligations arising from the Quotation and the Order without having obtained the Provider’s prior express written consent.

ii. Verification of Equipment availability and Order Confirmation

Once the Quotation has been validated by the Client, Atawa shall verify the availability of the requested Equipment.

If the Equipment is available at the price agreed in the Quotation, Atawa shall send the Client the Order Confirmation.

If the requested Equipment is unavailable or if the price stated in the Quotation requires a Price Adjustment, a new proposal shall be sent to the Client, who may accept or refuse it within forty-eight (48) hours.

If the substitute Equipment and/or the proposed Price Adjustment are accepted, Atawa shall send the Client the Order Confirmation.

In the event of refusal, the Order shall be cancelled without charge to either Party.

iii. Technical Visit

Following the Order Confirmation, Atawa shall organize a Technical Visit. The Parties shall agree on a date for the Technical Visit.

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

The Client must be able to answer the questions asked by Atawa during the Technical Visit or communicate such answers within a reasonable time after the visit. In particular, the Client must inform Atawa of all specific features of the Site and of any specific needs relating to the Site layout, including but not limited to access routes, vegetation, and the presence of underground water, gas or electricity lines.

If the Technical Visit enables Atawa to determine that the Equipment cannot be Made Available under the conditions agreed in the Quotation and reveals additional costs, Atawa shall inform the Client of the need to make a Logistics Adjustment.

The Client must accept or refuse the proposed Logistics Adjustment within forty-eight (48) hours. In the event of the Client’s refusal, the Order shall be cancelled and only the fixed fee for carrying out the Technical Visit shall be invoiced. In the event of the Client’s acceptance, Atawa shall send the Client the Finalized 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 modification of the Order requested by the Client shall only be taken into consideration if notified to Atawa in writing.

Any modification of the Order requested by the Client shall only be taken into account after (i) confirmation by the Provider that such modification is feasible and (ii) any price adjustment by the Provider. The Provider reserves the right to refuse any requested modification.

In the event of a substantial modification of the Order by the Client, making it impossible to perform the Order under the conditions initially validated by the Parties:
(i) Atawa may, at its sole discretion, refuse the modification request or cancel the Order;
(ii) In the event of cancellation, all costs already incurred by Atawa for the performance of the Order and the related loss of profit shall be invoiced immediately to the Client, subject to supporting documents.

The Client may reduce the value of its Order by up to 30% no later than one (1) month before the Making Available. Beyond 30%, the Order shall be deemed cancelled and the conditions referred to in (ii) above shall apply.

3.3. Cancellation of the Order

Any cancellation of the Order at the Client’s request shall only be taken into consideration if notified to Atawa in writing.

If the Client cancels an Order, whatever the reason, after manufacturing of the Equipment has begun, the full amount of the Order shall be due in respect of the costs incurred by Atawa, the mobilization of teams and Equipment, and the loss of profit suffered by Atawa.

In the event of Force Majeure, as referred to in Article 13, affecting the Client after Order Confirmation and after the start of manufacturing of the Equipment, and requiring the Client to cancel the Order, the Client shall remain liable for the costs already incurred by Atawa as well as the loss of profit suffered by Atawa, subject to supporting documents.

If the Client cancels an Order, whatever the reason, before manufacturing of the Equipment has begun or where the Equipment does not require manufacturing, the Client shall only remain liable for Down Payment 1, as defined in Article 7, or for all costs already incurred by Atawa if such costs exceed the amount of Down Payment 1.

3.4. Postponement of the Order

The Client may request that the Order be postponed up to one (1) month before the date on which the Equipment is to be Made Available, subject to Atawa’s written acceptance.

Any postponement request based on a Force Majeure event must be notified in writing to Atawa no later than seventy-two (72) hours before the scheduled date for Making the Equipment Available. If this deadline is not complied with, the Order shall be deemed cancelled.

No postponement request shall be accepted by Atawa if Down Payment 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 any additional costs related to postponing the Order.

If the Parties fail to agree on a new date for Making the Equipment Available and the Client refuses to maintain the initial date, the Order shall be cancelled.

i. Postponement to a known date

If, at the time the postponement request is made, manufacturing of the Equipment has already begun, payment of Down Payment 2 must be made one month before the initial date for Making the Equipment Available.

The Client also undertakes to bear any storage costs for the Equipment and all logistics adjustments resulting from the postponement and duly justified by Atawa until the new date on which the Equipment is to be Made Available. These storage costs shall be invoiced monthly to the Client.

ii. Postponement to an unknown date

The postponement conditions provided for in (i) above shall also apply in the event of postponement to an unknown date. Storage costs for the Equipment shall be due until the Equipment is Made Available to the Client.

iii. Additional costs

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

• management fees corresponding to five percent (5%) of the total amount of the Order excluding VAT, in particular for changing the date of Making Available, reorganizing schedules and mobilizing teams;
• any non-recoverable costs already incurred by Atawa and, where applicable, any loss of profit linked 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 such postponement.

4. Making the Equipment Available

The Equipment shall be Made Available in accordance with the terms defined in the Finalized Order.

Atawa reserves the right to adjust the date on which the Equipment is Made Available at any time.

Atawa shall not be held liable in the event of delays in manufacturing the Equipment. In such case, Atawa may offer the Client rental of equivalent Equipment, at the Client’s expense.

The Client undertakes to ensure that the Site is accessible to the vehicles required for Making the Equipment Available. Failing this, the Provider shall not be held liable for any absence of delivery or delay in delivery resulting from the inability to access the Site or to park there. Any additional costs shall be borne by the Client.

The presence of a duly authorized representative of the Client when the Equipment is Made Available is mandatory.

When the Equipment is Made Available, the Client shall sign a delivery note by which it acknowledges that the Equipment has been handed over in accordance with the conditions validated in the Quotation.

The signing of this delivery note by the Client shall constitute acceptance of the Equipment and acknowledgement that it has been delivered in a compliant condition.

Where Making the Equipment Available includes Installation of the Equipment, the delivery note shall be signed upon completion of the Installation.

In the absence of the Client or any duly authorized representative when the Equipment is Made Available on the date and at the place provided for in the Quotation, the Equipment shall be deemed to have been properly delivered and installed, and the Client may not raise any claim in this respect.

If Making the Equipment Available under the conditions validated by the Parties in the Order is impossible without modifying the Order, including on the day the Equipment is to be Made Available, and the Client refuses such modification, the 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 Provider

Atawa undertakes to make the Equipment ordered by the Client available in accordance with the conditions agreed in the Order. In this respect, Atawa guarantees the availability of the Equipment ordered from the time of Order Confirmation, subject to payment of Down Payment 1 under the conditions provided for in Article 7.

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

5.2. Obligations of the Client

The Client undertakes to:

• pay the price of the Finalized Order in accordance with Articles 7 and 8;
• provide the Provider with all information and documents useful for the Technical Visit and the Making Available of the Equipment;
• receive the Equipment;
• use all reasonable means to facilitate the Making Available of the Equipment by Atawa;
• facilitate access to the Site;
• inform Atawa of any potential difficulty relating to the Making Available of the Equipment. This may include, in particular, poor coordination with other service providers, delay by the Client in receiving the Equipment, the impossibility for Atawa’s vehicles to reach the place where the Equipment is to be Made Available, etc.;
• comply with all applicable safety rules and regulations, in particular those relating to establishments open to the public, where applicable;
• ensure the absence of buried networks or obstacles likely to compromise installation of the Equipment;
• indemnify the Provider against any claim by the operator or owner of the Site, where applicable. The Provider may not be held liable for damage caused to the Site in the course of the normal performance of the Order;
• use the Equipment in accordance with its intended purpose and in line with the installation, use and maintenance information provided by Atawa.

6. Price

The price of the Equipment and, where applicable, of the Installation and any Services shall be defined in the Quotation. All prices are net and exclusive of VAT.

The Finalized Order shall also include the cost of any Logistics Adjustment and Price Adjustment.

7. Payment terms

Unless otherwise provided in the Quotation, invoices shall be issued by the Provider in accordance with the following terms:

• An advance invoice for 60% of the total amount including VAT of the Finalized Order shall be issued to the Client upon Order Confirmation (“Down Payment 1”).
• A second invoice for the remaining amount of the Finalized Order shall be issued to the Client one (1) month before the Equipment is Made Available (“Down Payment 2”).
• A third invoice shall be issued to the Client after the Equipment is Made Available in the event of adjustments to the Finalized Order or additional costs (the “Balance”).

Unless otherwise provided in the Quotation, invoices issued by the Provider shall be payable by the Client upon receipt.

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

Unless otherwise provided in the Quotation, and without prejudice to the foregoing, for any Order placed less than one (1) month before the Equipment is Made Available or for any Order originating from a Client whose registered office or domicile is outside mainland France, Down Payment 1 shall correspond to 100% of the amount of the Order and shall be payable upon receipt of the invoice.

Payment shall be made by bank transfer to the Provider’s bank account, the details of which are stated on the invoices.

No discount shall be granted by the Provider in the event of payment within a period shorter than that mentioned in these General Terms and Conditions.

Except with Atawa’s express written agreement, no set-off may be made between 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 surety. Atawa may require the Client to provide any supporting documents for this purpose.

8. Late payment

Atawa shall not be required to Make the Equipment Available if the Client does not pay the price under the conditions and according to the terms indicated in these General Terms and Conditions. Failure to comply with the payment deadlines indicated in Article 7 shall impact the planned date on which the Equipment is to be Made Available. In the event of late receipt of payments, Atawa may propose a new date for Making the Equipment Available.

Any late payment shall give rise to payment of (i) a late payment penalty equal to the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten (10) percentage points, this rate not being lower than three (3) times the legal interest rate in force, and (ii) a fixed compensation of EUR 40 for recovery costs (Article D. 441-5 of the French Commercial Code).

Late payment penalties shall automatically become due without any reminder being necessary.

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

Atawa reserves the right to invoice the Client for additional recovery costs where the recovery costs incurred by the Provider exceed the above-mentioned fixed compensation of forty (40) euros, upon presentation by the Provider of supporting documents.

In the event of non-payment of Down Payment 1 or Down Payment 2 within the time limits provided for in Article 7, Atawa shall send a payment reminder. If, more than five (5) working days after the payment reminder, Down Payment 1 or Down Payment 2 has still not been paid by the Client, the Order shall be deemed cancelled and the Client shall be liable for the cancellation fees provided for in Article 3.3.

9. Transfer of risk

The risks and liabilities related to the total or partial loss of or damage to the Equipment shall pass to the Client when the Equipment is Made Available.

From the time the Equipment is Made Available, whether or not the Client owns the Equipment, the Client shall assume full responsibility for the risks of loss, theft, damage or any other harm that may occur to the Equipment, whatever the cause, including in the event of Force Majeure as defined in Article 13, or the act of a third party.

10. Weather conditions

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

From the time the Equipment is Made Available, the Client shall assume full responsibility for the consequences related to weather conditions, including but not limited to:

• overloading of the Equipment due to accumulation of snow or water;
• lifting or displacement of the Equipment in the event of wind;
• any deterioration resulting from bad weather.

Atawa shall not be held liable 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, storms or hail.

In the event of exceptional conditions preventing the Equipment from being Made Available, Atawa shall propose a new date for Making the Equipment Available and shall not be held liable for the postponement.

11. Retention of title clause

Notwithstanding the transfer of risk provided for in Article 9, the Equipment shall remain the sole property of Atawa until full and effective payment of the Equipment provided for in the Order, and of any other amount owed by the Client to Atawa, allowing Atawa to repossess it in the event of default of payment, in accordance with Articles 2367 et seq. of the French Civil Code.

Until the date title transfers to the Client, the Client shall hold the Equipment under the following conditions:

• the Client shall hold the Equipment as custodian in the name and on behalf of the Provider. The Client must take the utmost care of the Equipment and return it at the Provider’s request in the same condition in the event of non-payment within the agreed deadlines;
• the Equipment must be stored in the manner recommended by the Provider;
• before full payment of the price to Atawa, the Client is prohibited from reselling the Equipment or pledging it, or granting any other security over it, except with the Provider’s prior written consent;
• the Client gives the Provider irrevocable authorization for its employees to enter all places or premises where the Equipment is stored, for the purpose of verifying that the Equipment is stored there and inspecting and/or recovering it.

The Client shall be liable for any loss, damage or depreciation that may affect the Equipment, for any cause whatsoever, before full payment of the price.

12. Liability

The Client alone is responsible for the choice of the Equipment in light of its intended use, its place of installation and, where applicable, the technical and regulatory constraints applicable to the Client’s project.

Atawa’s liability may only be engaged in the event of proven fault exclusively attributable to Atawa and shall be strictly limited to direct material damage linked to the non-performance of its obligations. Any indirect or consequential loss is expressly excluded from compensation, including in particular loss of profit, loss of turnover, loss of benefit, commercial loss, damage to image or total or partial cancellation of the Client’s project.

Should the Provider’s liability be established, the total amount for which it may be held liable, including in the event of latent defects, may not exceed the total amount excluding VAT of the relevant Order.

Furthermore, the Provider may not be held liable:

• for matters falling outside the scope of the Order and/or not constituting its direct extension;
• due to negligence or fault attributable to the Client, including in particular the provision by the Client of incomplete or erroneous information or failure to respond and/or validate with the Provider within the required time limits;
• for damage resulting from the act of the Client or any third party to the relationship between Atawa and the Client, or from a failure to supervise, protect or maintain the Equipment;
• for damage caused to property or persons resulting from use of the Equipment not in accordance with its intended purpose, the instructions for use, or incompatible with the place where the Equipment is used. In particular, the Provider’s liability may not be sought where the damage occurs due to non-compliance with Atawa’s recommendations, technical manuals, or installation and operating conditions;
• in the event of circumstances or events not directly under the Provider’s control and affecting its ability to perform an accepted Order. In such case, the Provider may cancel the Order without incurring any liability for failure to perform its obligations.

13. Force majeure

13.1. Scope and definition

Neither Party shall be deemed to have failed to perform any of its obligations if performance thereof is prevented by the occurrence of an event of force majeure (“Force Majeure”) within the meaning of Article 1218 of the French Civil Code.

13.2. Notification

The Party affected by a Force Majeure event shall, within seventy-two (72) hours of the occurrence of the event, notify the other Party by registered letter with acknowledgment of receipt of the occurrence of the event, justifying its Force Majeure nature, 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 affected Party undertakes to use its best efforts to resume normal performance 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. Temporary suspension

If the impediment is temporary, performance of the Parties’ obligations shall be automatically suspended for the entire duration of the Force Majeure event, without compensation being payable by either Party.

However, if the duration of the suspension renders performance of the Order pointless or economically unjustified, the Order shall be terminated under the conditions provided below.

13.5. Financial consequences of cancellation of the Order

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

• costs already incurred by Atawa on the date of cancellation of the Order, subject to supporting documents;
• loss of profit suffered by Atawa as a result of cancellation, subject to supporting documents;
• all sums due or claimed by manufacturers or suppliers of Equipment in respect of Orders, subject to supporting documents.

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

Where the Force Majeure event is invoked by Atawa, the Client may obtain reimbursement of amounts already paid in respect of the Finalized Order, after deduction of the costs already incurred by Atawa up to the date of cancellation of the Finalized Order.

14. Warranties

Subject to the provisions below, the Equipment benefits from a warranty against latent defects for a period of two (2) years from 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 Terms and Conditions.

In the event of latent defects, the Client must notify Atawa in writing of the defect(s) attributed to the Equipment and provide all supporting documents and evidence as to their reality.

At the request of the Provider or any third party appointed by the Provider, the Client must keep available the Equipment affected by a latent defect for inspection and/or verification.

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

• deterioration of the Equipment resulting from abnormal use;
• accidents resulting from manifest negligence, mishandling of the Equipment, or weather conditions as described in Article 10 of these General Terms and Conditions;
• inappropriate use, lack of supervision or lack of maintenance of the Equipment;
• any other cause not attributable to Atawa.

In particular, Atawa shall not be bound by any contractual or legal warranty, and its liability may not be engaged on any ground whatsoever, where the Client has not strictly complied with Atawa’s instructions.

In addition, any modification, repair or other work carried out on the Equipment by the Client or any third party appointed by it shall have the effect of voiding this warranty.

Where the existence of a latent defect is established, Atawa’s liability shall be limited to the repair or replacement of the Equipment, excluding any compensation by way of damages.

Repair, modification or replacement of parts of the Equipment by Atawa during the warranty period may not have the effect of extending the duration thereof.

15. Intellectual property

The conclusion of the Order shall not confer on the Client any intellectual property title or right over the materials or information transmitted by the Provider to the Client in the performance of the Order, including, without limitation, technical documents, plans, manuals, visuals, studies, drawings, catalogues, commercial materials, trademarks, logos, company names and domain names.

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

The sale of the Equipment shall not entail any transfer, assignment or grant to the Client of intellectual property rights of any kind.

No operating licence, even implied, is granted to the Client solely by reason of the Order or the Making Available of the Equipment.

16. Confidentiality

16.1. Confidential information

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

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

Confidential Information shall also include 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 Provider to the Client during performance of the Order for strictly internal use for the purposes of performing the Order and on condition that they are not disclosed to third parties or appended to any document that the Client may produce.

Any disclosure by the Client of all or part of any Confidential Information to a third party must be subject to Atawa’s prior express written authorization. Atawa may then set conditions for such disclosure.

This confidentiality obligation shall remain in force for a period of five (5) years following the Making Available of the Equipment.

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

16.2. Excluded information

The following shall not be considered Confidential Information:

• information that is in the public domain, or was freely acquired before the Order;
• information that is or becomes known otherwise than as a result of a breach of this article;
• information that must be disclosed 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 inform the other Party immediately, where possible prior to disclosure.

17. Personal data processing

Each Party undertakes to perform its contractual obligations in compliance with the regulations in force relating to the protection of personal data, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, and the French Data Protection Act of 6 January 1978 as amended (the “Personal Data Protection Regulations”).

During performance of the Order, each Party may collect, store and use personal data, including but not limited to the personal information of their respective employees. Such data may be collected from the other Party or directly from the data subject.

The processing of the personal data of the above-mentioned data subjects is necessary to enable the Parties to perform the Order.

In order to ensure transparent information to 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 privacy notice regarding 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 Provider at the following address:
contact@atawa.com.

18. Subcontracting

The Provider reserves the right to assign all or part of the performance of the Order to subcontractors meeting its qualification requirements. The Client is furthermore informed that the Provider works with a network of partners. The Provider shall remain fully responsible for performance of the Order vis-à-vis the Client.

Any subcontractor must comply with the Provider’s contractual obligations, including those relating to confidentiality and the security of transmitted information or data and their return in the context of performance of the Order.

The Client’s acceptance of the subcontractor shall not create any direct contractual relationship between the Client and the subcontractor. Any claim relating to performance of the Order must be addressed exclusively to the Provider.

19. Partial invalidity

Each provision of the General Terms and Conditions shall be interpreted independently of any other provision and if one or more provisions of the General Terms and Conditions is partially or totally unlawful or unenforceable under a law, regulation or as a result of a final decision of a competent court, the validity of the other provisions shall not be affected.

20. No waiver

Failure by either Party to exercise, in whole or in part, any of the rights arising from the General Terms and Conditions shall not constitute a waiver of the benefit of such right for the future or of any other right arising from the General Terms and Conditions.

21. Independence of the Parties

The Parties act as independent contracting parties throughout the duration of their business relationship, and no provision of the General Terms and Conditions shall, under any circumstances, be interpreted as conferring on either Party the status of agent, commission agent, distributor, representative, co-employer or principal of the other Party.

Accordingly, neither Party may create any rights or obligations of any kind in the name of or on behalf of the other Party. The Parties undertake always to behave as loyal and good-faith contracting parties towards one another.

22. Miscellaneous

Each Party declares and agrees that:

• the Finalized Order constitutes the entire agreement between the Parties with respect to its subject matter on the date of its conclusion, to the exclusion of any contrary statutory provision (save for mandatory provisions);
• the Finalized Order prevails over any other prior written or oral agreement entered into between the Parties relating to the same subject matter as the Finalized Order;
• the Client has not been induced to enter into the Finalized Order on the basis of any statement, warranty or undertaking not expressly set out in the Finalized Order.

The General Terms and Conditions shall prevail over all general terms and conditions of the Client. No provision of the General Terms and Conditions gives the Client any priority whatsoever in the supply of the Equipment compared with the Provider’s other clients.

23. Governing law - jurisdiction

The General Terms and Conditions shall be 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 in connection with the validity, interpretation or performance of the General Terms and Conditions, as well as the resolution of any dispute relating thereto, shall fall within the exclusive jurisdiction of the Paris Commercial Court, even in the event of incidental claims, third-party proceedings, multiple defendants or summary proceedings.

The Parties shall endeavour to settle amicably any dispute arising from the interpretation or performance of the General Terms and Conditions.