General Terms and Conditions

General Terms and Conditions of Rental (GTC-R)

Preliminary Article - Purpose of the General Terms and Conditions of Rental

Unless otherwise agreed in a specific written agreement, these General Terms and Conditions of Rental (hereinafter the “GTC-R”) apply to any rental of equipment (hereinafter the “Equipment”) between the company Atawa (hereinafter the “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, provision of the Equipment, collection of the Equipment, including dismantling and return transport, and any ancillary service agreed between the parties.

Article 1 - Acceptance of the GTC-R

1.1

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

1.2

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

1.3

These GTC-R 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 by which the Provider verifies the availability of the Equipment.

If the Equipment is available at the end of the verification process, the Order will be confirmed by the Provider to the Client by email.

If the Equipment is unavailable, the Client will be notified, which will result in cancellation of the Order without charge to either party.

If equivalent Equipment is available, the Provider may offer such substitute Equipment to the Client, who will have 48 hours to accept or reject the proposal. Acceptance by the Client of the equivalent Equipment will result in confirmation of the Order. Rejection by the Client, or failure by the Client to respond within the required time, will result in cancellation of the Order without charge to either party.

The Provider shall not be liable for damages in the event of a cancelled Order.

2.2

Any additional Order placed after the initial Order shall be subject to the GTC-R and shall be invoiced additionally.

2.3

Any modification of the Order at the Client’s initiative, including postponement of the Order in time, even in the event of force majeure, shall be subject to the Provider’s acceptance and to the feasibility of such modification. If possible, modification of an Order may result in an increase in the rental price payable by the Client.

2.4

If the Client cancels the order no later than three months before the scheduled delivery date, 60% of the total Order price including VAT shall remain due.

The full total Order price including VAT shall remain due if the Client cancels the Order less than three months before the delivery date.

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

Article 3 - Price and payment

3.1

Prices are always understood to be exclusive of taxes and in euros, unless otherwise stated.

The Client agrees to pay any amount due in respect of the rental by bank transfer or cheque.

3.2

Unless otherwise agreed in writing, a deposit invoice for 60% of the total amount of the Order including VAT shall be issued to the Client as a first deposit upon confirmation of the Order.

A new deposit invoice bringing the total paid to 100% of the total amount including VAT shall be issued to the Client one month before the delivery date, less the amount received as the first deposit.

For any Order confirmed less than one month before the delivery date, a single deposit invoice for 100% of the total amount of the Order including VAT shall be issued to the Client upon confirmation of the Order.

In the event of changes to your booking with your advisor less than one month before the event, or in the event of additional costs, the balance invoice will be adjusted accordingly. Otherwise, the balance invoice amount will be zero.

3.3

Unless otherwise agreed, these invoices are payable upon receipt.

Any delay in payment of sums due by the Client to the Provider shall automatically give rise to late-payment interest at 12% as well as payment of a fixed recovery fee of 40 euros.

If the Client fails to make payment within 15 days from receipt of the deposit invoices, the Provider may consider that the Client has cancelled the Order. In such case, the Client shall be liable for the cancellation fees provided for in Article 2.4 above.

For any Order confirmed 30 days or less before the delivery date, the Client shall provide the Provider with proof of payment of the deposit invoice for 100% of the total amount of the Order including VAT no later than 48 hours after receipt of the invoice. If the Provider does not receive proof of payment from the Client, the Provider may consider that the Client has cancelled the Order. In such case, the Client shall be liable for the cancellation fees provided for in Article 2.4 above.

In all cases, if the Provider has not received proof of payment of 100% of the total amount of the Order including VAT by the day before the scheduled delivery date of the Equipment, the Provider may consider that the Client has cancelled the Order and may therefore elect not to deliver the Equipment. In such case, the Client shall remain liable for the full total price of the Order including VAT.

3.4

In the event of non-use of the Equipment, the Client shall remain liable for all sums due in full.

3.5

The Provider reserves the right to increase the initial price of the Order for the following reasons:

• Technical delivery and installation characteristics differing from those provided for in the Order and generating additional costs (for example, delivery and collection costs for the Equipment higher than those planned, costs of additional equipment, floor levelling costs), identifiable in particular through a technical visit (see Articles 4 and 5 below);
• Additional labour and/or transport costs of the Provider in the event of work on a Sunday, a public holiday, outside business hours, or in the event of a modification of the Order, or at the Client’s request;
• Delivery and collection and/or setup conditions not stipulated in the Order resulting in a longer duration of delivery/collection operations (including but not limited to: failure to recondition furniture, upper-floor delivery without a freight elevator, distance between the parking/unloading area and the installation site, ballast required because the structure cannot be anchored by staking, congestion at the Equipment installation site);
• Waiting periods for which the Provider is not responsible (inability to access the delivery or collection site of the Equipment, lack of coordination with other service providers, delay by the Client in receiving delivery, inability of the Provider’s vehicles to circulate, heavy goods vehicle, semi-trailer, forklift, etc.);
• Costs incurred by the Provider to restore the Equipment to the condition it was in before delivery of the Equipment, including cleaning, or replacement of the Equipment if restoration is impossible;
• Parking costs and/or any guarding costs of the means of transport used in connection with the rental during delivery/collection operations as well as during outbound and return transport of the Equipment;
• Any costs of filling holes made by the Provider for fixing the Equipment, according to the Client’s wishes.

3.6

The Provider reserves the right to request that the Client pay a security deposit by cheque to guarantee payment of a duly justified price increase for the reasons detailed in Article 3.5 above.

If no price increase applies, the security deposit shall be destroyed or returned at the end of the rental.

If the Provider does not receive the security deposit within 5 days following the request, the Provider reserves the right to cancel the Order without charge to either party.

3.7

If delivery/installation of the Equipment under the conditions validated by the Client is impossible without modifying the Order, including on the day of delivery/installation, and the Client refuses such modification, the Provider may consider that the Client has cancelled the Order. In such case, the Client shall be liable for the cancellation fees provided for in Article 2.4 above.

Article 4 - Obligations of the Provider

The Provider undertakes to:

• use all reasonably available means to perform the Order, including delivery of the Equipment, its installation and dismantling where applicable, and the other services agreed with the Client;
• provide the Client, through the Client’s online account (Atawa-app.com system), with a delivery and collection schedule in due time, and updates thereto by any means where applicable;
• at the Client’s request once the Order has been confirmed, organize a technical visit of the delivery and installation locations of the Equipment either (1) on a date set by the Provider at no additional cost to the Client, or (2) on a date set by the Client, subject to the Provider’s availability, at the Client’s expense for an amount agreed in advance between the parties;
• inform the Client without delay of any matter that would prevent or disrupt performance of the rental;
• provide the Client, upon express written request and within a reasonable time, with any certificate of compliance and approval of the rented Equipment in accordance with applicable standards;
• keep confidential any data communicated by the Client in connection with the rental, upon the Client’s express request;
• inform the Client as soon as possible if a situation arises that would trigger a price increase as provided for in Article 3.5 above, in particular in the event of damage to the Equipment during the rental period (see Article 5.5 below);
• refrain from behaving unfairly or aggressively towards the Client and persons encountered during the rental.

Article 5 - Obligations of the Client

5.1

The Client undertakes to:

• pay all sums due to the Provider within the required time limits;
• carry out any administrative formalities incumbent upon the Client and any verification of the installation;
• ensure that the use of the Equipment complies with the applicable legal provisions depending on the type of event;
• inform the Provider, during preparation of the rental proposal, of any access constraints to the installation site for delivery of the Equipment, and of any technical particularities relating to the Equipment installation site where applicable (for example, the presence at the installation site of any piping, cable or other technical installation);
• inform the Provider as soon as possible after confirmation of the Order of any access constraints to the Equipment delivery site, and of any technical particularities relating to the Equipment installation site where applicable, that do not appear in the Order;
• withhold no information useful to the Provider for proper performance of the service;
• at the Provider’s request, allow access to the Equipment delivery and installation locations for a technical visit either (1) on a date set by the Provider at no additional cost to the Client, or (2) on a date set by the Client, subject to the 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 Equipment layout plan agreed between the parties;
• be present on the first and last day of the operations 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 disputing the value of the Equipment, its content and its scope;
• clear all obstacles from access to the scheduled delivery location to allow access by the Provider’s vehicles. If the Provider cannot access the location at the scheduled delivery time due to the Client or the Client’s absence, the 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;
• refrain from interfering in delivery, installation, dismantling and collection operations for the Equipment;
• indemnify the Provider against any claim by the operator or owner of the destination site of the Equipment. The Provider shall not be held liable for damage caused to the site in the normal performance of the service;
• not sublet or transfer the Equipment to a third party without the Provider’s express authorization, unless otherwise agreed;
• comply with the operations guide relating to safety and methods of use of the Equipment sent to the Client by the Provider before delivery and, more generally, use the rented Equipment in accordance with its normal purpose, do nothing and allow nothing to be done that could lead to its deterioration or disappearance, provide the normal maintenance necessary, keep it in good working condition, and comply where applicable with the Provider’s specific recommendations, usage advice and appropriate warnings, which the Client acknowledges having read;
• ensure, at the Client’s own expense, supervision/guarding of the rented Equipment. Such guarding shall be provided from delivery until full collection of the Equipment;
• refrain from behaving unfairly or aggressively towards the Provider and the persons responsible for delivery, installation, dismantling or collection.

5.2

The Client may not make any modification and/or alteration to the Equipment, however minor, nor carry out any repairs whatsoever on the Equipment.

No nailing, drilling, application of adhesive, painting or any other similar action may be carried out on the rented Equipment.

Any intervention by the Client on the Equipment without the Provider’s authorization that directly or indirectly results in damage to the Equipment shall be directly attributable to the Client, who shall bear the financial consequences.

Only the Provider’s personnel are authorized to assemble, dismantle, move, modify or repair the Equipment.

Any modification to the intended purpose or configuration of the rented or sold Equipment requested by the Client must have obtained the Provider’s prior express written approval.

5.3

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

5.4

The Equipment shall remain in the Client’s custody until it is collected by the Provider, even in the event of a delay in collection relative to the delivery and collection schedule.

5.5

The Client must report to the Provider any damage to the Equipment during the rental period.

Damage will be recorded during or after collection, if possible with supporting photographs.

Any damage found that was not 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 period shall be invoiced to the Client and payable by cheque or bank transfer upon receipt of the invoice.

5.6

Where the Provider is responsible for the “electrical power” part, the Client shall refrain from opening any devices, opening any electrical cabinets or making any electrical connection except with the Provider’s specific, express, prior written consent.

The Provider disclaims all liability, whatever the cause, in the event of non-compliance with this provision.

Where the Client is responsible for the electrical power supply, the Client shall be responsible for connecting the 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 Provider shall collect the Equipment according to the delivery and collection schedule.

If collection is not possible on the day or at the time provided in the delivery schedule, the party preventing collection of the Equipment shall inform the other party as soon as it becomes aware of the 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 of the Order including VAT per day of immobilization, from the day after the scheduled collection date until the day of actual collection inclusive.

This amount shall be payable by cheque or bank transfer upon receipt of the invoice.

Such amount may be supplemented by a claim for damages in compensation for the actual loss suffered by the Provider due to the Client’s retention of the Equipment made available.

In addition, and without prior formal notice, the Provider may recover possession of the Equipment by any legal means.

Article 7 - Intellectual property and image rights

7.1

In connection with performance of the Order, no intellectual property rights are transferred, unless otherwise agreed in writing.

Consequently, the Client acquires only a right to use, within the scope of the rental, the creations, inventions, studies, drawings, models, prototypes, etc. relating to the rented Equipment.

Any reproduction or exploitation of such creations, inventions, studies, drawings, models, etc. is prohibited.

The Client undertakes not to use, through another provider, the recommendations or original ideas proposed by the Provider.

Any software packages and software implemented by the Provider for proper performance of the Order are and shall remain the sole and entire property of the Provider.

Consequently, the Client undertakes not to use the software packages and software implemented for purposes other than the subject matter of the Order, and to return them to the 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 Provider’s prior express written authorization, the Client acknowledging that the Provider alone is the holder of the copyright and all economic rights, namely rights of performance/display, 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 Provider to take photographs and videos, indoors and outdoors, and aerial shots of the Equipment.

The Provider undertakes to comply with the provisions relating to privacy and to obtain, where applicable, authorization from the Client or the Client’s guests for any image in which the Client or one of the Client’s guests is identifiable.

The Client authorizes the Provider:

• to use the Client’s logo or the logo of the company represented by the Client;
• to reproduce such logo on the Provider’s website and on its commercial documents for marketing and communication purposes.

Article 8 - Liability

8.1 Professional and operating liability insurance of the Provider

The Provider declares that it has taken out operating and professional liability insurance covering material damage and bodily injury that a third party might suffer as a result of the Provider’s intervention.

8.2 Liability insurance of the Client

Where the Client is a professional, the Client declares that it is insured for professional and operating liability.

Where the Client is an individual, the Client undertakes to contact its insurer in order to extend, if necessary, the scope of its liability insurance policy to cover the rental.

At the Provider’s request, the Client shall provide the Provider with its schedule of guarantees and an insurance certificate as soon as possible.

The Provider reserves the right not to proceed with delivery if the Client fails to provide its insurance certificate.

8.3 Damage caused to persons

In the event of injury caused to persons by the Equipment, the costs relating to such injury 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 alone shall be responsible for custody of the Equipment and undertakes to take all necessary care of the Equipment in order to return it in its original condition. In particular, the Client undertakes to guard the Equipment in order to prevent any theft.

The indemnity referred to as “insurance” in the Order is provided in consideration for the Provider’s covering certain damage to the Equipment during the rental period.

Such coverage depends on the conditions laid down in the insurance contract taken out by the Provider. Such conditions may be communicated by the Provider to the Client upon request.

Activation of the Provider’s insurance for major damage (storm, destruction, theft with or without forced entry, misappropriation and fraud) caused to the Equipment during the rental period shall result in invoicing to the Client of an indemnity of 1,500 euros in consideration of the deductible paid by the Provider.

Please refer to the details of the insurance policy in the appendix to the GTC-R.

Please note that this insurance does not cover damage such as loss or breakage of furniture, tableware, plant decoration or small equipment. You may take out supplementary loss and breakage insurance for such equipment.

Damage not covered by the Provider’s insurance must be paid by the Client or the Client’s insurer.

8.5

The total price of the Order shall remain due even in the event of non-use of the Equipment due to strikes, power failure, hurricane, violent gusts of wind, storms, snowfall or any other force majeure event occurring once the Equipment has been installed, or if the already-assembled installation 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 independent of the Provider’s will, the full amount of the rental shall remain due by the Client and no reimbursement may be claimed.

8.6 Limitation of the Provider’s liability

The Provider undertakes to use all means at its disposal for the proper performance of the services to which it has committed itself, it being specified that the Provider is bound only by an obligation of means.

Regardless of the legal basis of the Provider’s liability, such liability is limited to the amount actually paid by the Client for the rental.

Any action by the Client seeking to invoke the Provider’s liability must be made by registered letter with acknowledgement of receipt sent no later than one year from the alleged non-performance. Such claim must state the grounds precisely.

Failure to proceed in this way shall constitute a waiver by the Client of the right to invoke the Provider’s liability.

Under no circumstances shall the Provider be held liable, either towards the Client or towards any third party, for any indirect damage, in particular loss of business, loss of clientele, commercial prejudice, harm to brand image, resulting from the Equipment or from the rental of the services.

Article 9 - Subcontracting

In connection with performance of the rental, partial or total subcontracting is authorized.

The Client is furthermore informed that the Provider works with a network of partners and is not, in principle, the owner of the rented Equipment.

In the event of damage caused by a subcontractor, 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 and severally liable.

Article 10 - Miscellaneous

10.1

The corporate Parties 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 Provider.

10.2

The validity of the GTC-R is governed by French law.

Any dispute arising out of the transactions 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.

Article 11 - Personal data

11.1

Atawa collects the Client’s contact details (email address and telephone number) as well as the Client’s bank account details in order to process orders and keep the Client informed of its news.

Such data are not shared with other companies except where necessary for processing the request.

11.2

The Client has the right to access, modify, object to and rectify its personal data by sending an email to contact@atawa.com.

11.3

By accepting these GTC-R, the Client consents to the collection and processing of its data for the performance of this agreement.

Appendix 1 - Atawa Insurance

Thank you for placing your trust in us for your event.

In order to guarantee you a 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 take out 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 the guarantee

The equipment is insured:

• during transport to the location of your event;
• during the duration of your event.

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

Exclusions from coverage

The following are not covered:

• indirect losses resulting from loss of use, downtime, delay or loss of market;
• loss or damage resulting from use not in compliance with the manufacturer’s standards;
• damage resulting from intentional or fraudulent misconduct of the insured;
• 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 resulting from smokers’ burns;
• all personal effects;
• banknotes, shares, bonds, coupons, securities and assets of any kind and, more generally, any financial instrument;
• works of art and antiques;
• goods classified as dangerous under applicable conventions, laws or regulations;
• live animals, plants;
• all motor land vehicles;
• all aircraft, floating craft or maritime craft;
• mobile phones, audio players, electronic diaries;
• damage caused by war;
• damage caused directly or indirectly by a nuclear reaction.

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

Appendix 2 - Atawa postponement and cancellation insurance for weddings and private events

The amount of postponement and cancellation insurance for weddings and private events is 5% of the total booking amount.

It gives you access to the following specific conditions:

Coverage

Postponements up to 10 days before the start date of installation

The first postponement is free of charge.

From the second postponement onwards, a flat fee of €500 per postponement will apply.

For any postponement, changes to the price of the equipment, transport and technical fees related to your event may apply due to the change of location or the unavailability of the original equipment.

Change in the format of the event

In the event of a change in the format of your event (for example, a reduced number of guests), Atawa will make every effort to adjust your project.

All items removed from the booking shall be considered as “cancellations” and shall therefore be subject to the conditions below.

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

In the event of a regional gathering ban corresponding to your number of guests, you may cancel your event.

A flat fee of 10% of the booking amount will be charged.

For any cancellation, the flat fee charged does not include specific purchases related to your event (for example: carpet, consumables, custom manufacturing). These purchases are mentioned in the quotation.

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 will be charged.

For any cancellation, the flat fee charged does not include specific purchases related to your event (for example: carpet, consumables, custom manufacturing). These purchases are mentioned in the quotation.

Postponement or cancellation less than 10 days before the delivery date

The full service remains due.

© ATAWA
Tel. 01 40 50 19 42 - 1 Avenue Théophile Gautier 75016 Paris -
Share capital: EUR 30,673 - RCS Nanterre 822 182 192 - APE 8230 Z - VAT No. FR 33 822182192

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General Terms and Conditions of Sale (GTCS)

1. Scope

These General Terms and Conditions of Sale (hereinafter the “General Terms”) 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 collectively as the “Parties” and individually as a “Party”.

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

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

The General Terms in force on the date of the Order, as defined below, shall be 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 at any time after informing the Client by letter or email. Any amendment shall apply to an Order in progress only after obtaining the Client’s prior consent.

If an Order also includes the rental of equipment, these General Terms shall not apply to the equipment rented by the Client.

2. Definitions

The following terms shall have the following meanings in these General Terms, 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 related Services.

The term “Order” means the Quotation validated by the Client, expressing its express, full and unconditional 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 time of the Order and Atawa’s verification of Equipment availability.

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

The term “Technical Visit” means the on-site appointment enabling Atawa to assess the conditions under which the Equipment will be delivered and, where applicable, installed on the Site. This visit is carried out on 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 “Logistical Adjustment” means the adjustment of the price charged to the Client in the Quotation due to particular circumstances that were not foreseen at the time of the Order and that have a significant impact on the cost of performance by Atawa of its obligations toward the Client.

The term “Finalized 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 Finalized Order, including any related logistical operations.

The term “Provision” 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 place defined when the Order was placed. Where the Order provides for Installation of the Equipment, Provision 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, sent to the Client together with these General Terms.

In order to prepare the Quotation, Atawa communicates with the Client for the purpose of determining its needs.

The Quotation prepared following these discussions 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 expected Provision timeframe, (v) the conditions for transport and delivery of the Equipment, (vi) where applicable, the Installation conditions, (vii) any related 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 by means of a double-click system, or receive the Quotation by email and return it dated and signed to Atawa.

The Client is bound toward Atawa from the moment the Order is sent, subject to the availability of the requested Equipment and any Price and Logistical Adjustments.

Likewise, Atawa is bound toward the Client from the moment the Order is sent, subject to the availability of the Equipment and the Client’s validation of any Price and Logistical Adjustments.

The Order and these General Terms alone shall prevail with regard to the content of the Order.

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

The Client may not assign, transfer or delegate the rights or obligations arising from the Quotation and the Order without 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 will verify the availability of the requested Equipment.

If the Equipment is available at the price agreed in the Quotation, Atawa will 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 will be sent to the Client, who may accept or reject it within forty-eight (48) hours.

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

In case of rejection, the Order shall be cancelled without charge for either Party.

iii. Technical Visit

Following the Order Confirmation, Atawa will arrange a Technical Visit. The Parties shall agree on a date for carrying out 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 any specific needs related to the Site layout, including but not limited to access routes, vegetation and the presence of underground water, gas or electrical lines.

If the Technical Visit enables Atawa to determine that the Provision of the Equipment cannot be carried out under the conditions agreed in the Quotation and reveals additional costs, Atawa shall inform the Client of the need to apply a Logistical Adjustment.

The Client must accept or reject the proposed Logistical Adjustment within forty-eight (48) hours. In the event of the Client’s rejection, 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.

If the Client fails to respond within the above-mentioned 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 be taken into consideration only if notified to Atawa in writing.

Any modifications to the Order requested by the Client shall be taken into account only after (i) confirmation by the Provider that such modifications are feasible and (ii) any resulting price adjustment by the Provider. The Provider reserves the right to reject 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, reject the request for modification 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 business shall be immediately invoiced to the Client, upon presentation of supporting documents.

The Client may reduce the price of its Order by up to 30% no later than one (1) month before Provision. 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 be taken into consideration only if notified to Atawa in writing.

If the Client cancels an Order, whatever the reason, after manufacturing of the Equipment has begun, the total 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 business suffered by Atawa.

In the event of Force Majeure, as referred to in Article 13, affecting the Client after Order Confirmation and after manufacturing of the Equipment has begun, 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 business suffered by Atawa, upon presentation of 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 postponement of the Order up to one (1) month before the date on which the Equipment is to be Provided, subject to Atawa’s written acceptance.

Any postponement request 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 Provision of the Equipment. Failure to comply with this deadline shall result in the Order being 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 to agree on a new date and to limit as much as possible the additional costs related to postponement of the Order.

If the Parties fail to agree on a new date for Provision of the Equipment 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 shall be made one month before the initial date of Provision of the Equipment.

The Client also undertakes to bear any storage costs for the Equipment and all logistical adjustments resulting from the postponement and duly justified by Atawa until the new Provision date. Such storage costs shall be invoiced monthly to the Client.

ii. Postponement to an unknown date

The postponement conditions set out in (i) above shall also apply in the event of postponement to an unknown date. Storage costs for the Equipment shall remain due until the Equipment is made available to the Client.

iii. Additional costs

Any postponement request shall also entail payment by the Client of:

• management fees corresponding to five percent (5%) of the total amount of the Order excluding VAT, in respect in particular of changing the Provision date, reorganizing schedules and mobilizing teams;
• any non-recoverable costs already incurred by Atawa and, where applicable, any loss of business 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. Provision of the Equipment

Provision of the Equipment shall take place in accordance with the terms defined in the Finalized Order.

Atawa reserves the right to adjust the Provision date 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 Provision of the Equipment. Failing this, the Provider shall not be held liable for any failure or delay in delivery resulting from the impossibility of accessing the Site or parking there. Any additional costs shall be borne by the Client.

The presence of a duly authorized representative of the Client at the time of Provision of the Equipment is mandatory.

At the time of Provision of the Equipment, the Client signs a delivery note acknowledging 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 acknowledgment of its delivery in a compliant condition.

Where Provision of the Equipment 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 at the time of Provision of the Equipment on the date and at the place provided for in the Quotation, the Equipment shall be deemed properly delivered and installed, and the Client may not raise any claim in this respect.

If Provision of the Equipment under the conditions validated by the Parties in the Order is impossible without modifying the Order, including on the day of Provision, and the Client refuses such modification, the Provider may consider that the Client has cancelled the Order. In such 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 ordered Equipment from the time of Order Confirmation, subject to payment of Down Payment 1 under the conditions set out in Article 7.

Atawa undertakes to provide, at the time of Provision, 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 under the conditions set out in Articles 7 and 8;
• provide the Provider with all useful information and documents in connection with the Technical Visit and the Provision of the Equipment;
• take delivery of the Equipment;
• use all reasonable means to facilitate Provision of the Equipment by Atawa;
• facilitate access to the Site;
• inform Atawa of any potential difficulty relating to Provision of the Equipment. This may include in particular poor coordination with other service providers, delay by the Client in taking delivery of the Equipment, the impossibility for Atawa’s vehicles to reach the place where the Equipment is to be Provided, etc.;
• comply with all applicable safety rules and regulations, in particular those relating to premises open to the public where applicable;
• ensure the absence of underground networks or obstacles likely to compromise the installation of the Equipment;
• indemnify the Provider against any claim from the operator or owner of the Site, where applicable. The Provider shall not be held liable for damage caused to the Site during 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, the Installation and any related Services are defined in the Quotation. All prices are net and exclusive of taxes.

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

7. Payment terms

Unless otherwise provided in the Quotation, invoices shall be issued by the Provider as follows:

• a down payment invoice for 60% of the total amount of the Finalized Order including VAT 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 Provision (“Down Payment 2”);
• a third invoice shall be issued to the Client after Provision 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 Provision, or for any Order placed by 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.

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 proceed with Provision of the Equipment if the Client fails to pay the price under the conditions and according to the terms set out in these General Terms. Failure to comply with the payment deadlines set out in Article 7 shall affect the planned Provision date. In the event of late receipt of payments, Atawa may propose a new Provision date.

Any late payment shall entail payment of:

• 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 lower than three (3) times the statutory interest rate in force;
• a fixed compensation of forty (40) euros for recovery costs (Article D. 441-5 of the French Commercial Code).

Late payment penalties shall automatically become due without any prior notice or reminder being required.

Late payment penalties and the fixed compensation for recovery costs 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 set out in Article 7, Atawa shall send a payment reminder. If, more than five (5) business 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 upon Provision of the Equipment.

From the time of Provision, 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 of Provision of the Equipment, 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, thunderstorms or hail.

In the event of exceptional conditions preventing Provision of the Equipment, Atawa shall propose a new Provision date 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 business, loss of turnover, loss of profit, commercial prejudice, harm 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 taxes 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, upon presentation of supporting documents;
• loss of business suffered by Atawa as a result of cancellation, upon presentation of supporting documents;
• all sums due or claimed by manufacturers or suppliers of Equipment in respect of Orders, upon presentation of 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.

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;
• 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 Provision 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 Provision 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 shall be interpreted independently of any other provision and, if one or more provisions of the General Terms 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 shall not constitute a waiver of the benefit of such right for the future or of any other right arising from the General Terms.

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 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 shall prevail over all general terms and conditions of the Client. No provision of the General Terms 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 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, 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.