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General terms and conditions of sale

Article 1 - 1 Creating and using a CLECHRONO user account

1.1 These CLECHRONO General Terms and Conditions of Sale (hereinafter referred to as the "GTC") apply in their entirety to all sales of products and services (hereinafter referred to indistinctly as the "Products") offered by the company CLECOQUEAUTO13 (hereinafter referred to as "CLECHRONO") to professional customers located in mainland France, including Corsica and French overseas departments and territories and acting exclusively for purposes that fall within the scope of their professional activity (hereinafter referred to as the "Customer"). The catalog of Products offered by CLECHRONO to the Customer is accessible on the website www.CLECHRONO.COM (hereinafter referred to as the "Site").

For the purposes of these terms and conditions, professionals are defined as any person with a SIREN number (companies, self-employed persons, self-employed professionals, associations, works councils, public institutions and authorities, etc.). It is expressly specified that, as the GCS only apply to sales made to a professional Customer acting for purposes that fall within the scope of his professional activity, no right of withdrawal exists for the Customer.

1.2 All orders imply total and unreserved acceptance of all the stipulations of the GCS, which prevail over any other document that may be issued by the Customer. Except in the case of special conditions agreed by a rider signed by both parties, the GCS apply exclusively to the placing of an order. The GTCS supplemented by the Customer's order validated by clechrono and, where applicable, by the amendment signed by both parties, constitute the sales contract concluded between clechrono and the Customer, to the exclusion of any written document previously exchanged by the parties. Any deviations from the GCS require the signature of a special agreement between the parties.

1.3 The applicable GCS are those in force on the date of the order validated by the Customer, in accordance with the terms defined in article 3 of the GCS.

1.4 The current version of the General Terms and Conditions of Sale is permanently accessible on the Site and is sent to the Customer when the clechrono User Account is created (cf. article 2 of the General Terms and Conditions of Sale). The GCS in force at the time the order is placed may also be consulted by the Customer by clicking on the link appearing in the footer of any quotations sent by clechrono.

1.5 clechrono reserves the right to modify the Pro GTC at any time, subject, where possible, to a period of notice. The Customer will be notified of any modification to the GTC by sending an e-mail to the address provided by the Customer as part of the procedure for creating a clechrono User Account. It is the Customer's responsibility to become acquainted with the amended GCS prior to placing any new order, which will automatically be subject to the new GCS in force.

Article 2 - 2 Creation and use of a clechrono User Account

2.1 Prior to placing an order, the Customer is required to create a "clechrono" account (hereinafter referred to as the "User Account"). In order to create a User Account, the Customer must complete an online form and enter all the information requested. As part of the registration form, the Customer must also declare and certify on his or her honour that he or she undertakes to use the User Account to order Products exclusively for the purposes of his or her professional activity. In the event of non-compliance with this attestation, the Customer shall be solely responsible for any consequences that may arise (criminal, tax, etc.) and undertakes to indemnify clechrono against any consequences that clechrono may suffer as a result of non-compliance with this stipulation.

2.2 To activate the User Account, the Customer must validate the User Account creation form, according to the procedure indicated on the Site. Validation of the User Account implies the Customer's express acceptance of clechrono's GCS. An e-mail confirming the creation of the User Account will be sent to the Customer at the address indicated in the registration form.

2.3 The Customer undertakes not to usurp the identity of a third party, to create an account for anyone other than himself, to provide an e-mail address which he does not own, or to create more than one User Account. The Customer is solely responsible for his/her login and password and any fraudulent use thereof. The Customer undertakes not to divulge his/her password and not to allow a third party to use his/her User Account or to compromise the security of his/her Account. Should the Customer reveal his/her password to a third party, clechronon reserves the right to close his/her User Account. Furthermore, if the Client loses his/her login and/or password, he/she must contact clechrono without delay via his/her User Account on the Site. After having followed all the instructions provided by clechrono, the Customer will receive, at the e-mail address previously communicated to clechrno, a new identifier and/or a new temporary password, which the Customer must then personalize in accordance with the conditions indicated in said e-mail. If the Customer forgets the e-mail address used to create his/her User Account, he/she should contact clechrono who will provide it to him/her.

2.4 clechrono reserves the right to prevent the use of the User Account in the event that the Customer provides incomplete, inaccurate or non-compliant information during the process of creating the User Account or updating it.

Article 3 - 3 Placing an order for Products

3.1 Once the User Account has been created, the Customer may send his order forms to clechrono by any written means (fax, e-mail, etc.). If the Customer wishes to place an order via the Site, he/she must use the online order form. When the amount of the order exceeds a certain threshold, the Customer may request a quotation online. In addition, certain order conditions (weight, volume, etc.) automatically trigger a request for an online quote.

3.2 For orders placed online, all orders only become firm and definitive once accepted by clechrono and subject to the availability of Products in stock. This acceptance takes the form of an order confirmation sent by clechrono to the Client by e-mail. For orders for which a quotation has been requested, the Customer's order only becomes firm and definitive once the quotation has been returned by the Customer (by fax or e-mail) duly initialled, signed by an authorized person and stamped by the Customer, during the period of validity of the quotation.

3.3 cle chrono reserves the right to refuse to honor any order : - in the event of the Customer's failure to meet its obligations; - in the event of an obvious pricing error; - in the absence of sufficient information to enable clechrono to execute said order.

Article 4 - Prices

4.1 The clechrono prices applicable to sales are accessible on the Site. Prices are expressed in euros, inclusive of tax (but including ecotax), exclusive of delivery charges. The delivery costs that clechrono charges the Customer are indicated on the Site when an order is placed directly online, on the quotation sent by clechrono or on the order confirmation sent by CLECHRONO to the Customer.

4.2 Orders are invoiced at the price applicable on the day on which clechrono issues the quotation or confirms the online order by e-mail. Prices are subject to change at any time. It is therefore the Customer's responsibility to check the current prices on the Site before placing any order. Under no circumstances may the Customer invoke any right whatsoever against clechrono for the purpose of benefiting from a price previously offered or offered a posteriori by clechrono on the Site.

5.1. Delivery times and methods

5.1.1. Delivery times are indicated by clechrono on the Site.

5.1.2. Unless otherwise agreed in writing and in advance between the Parties, transport and/or shipping operations are managed by clechrono and carried out by standard or express courier, during office hours. Delivery conditions and applicable rates are available on the Site. If the Customer wishes to agree special delivery terms, he/she is invited to contact clechrono by email or telephone.

5.2. Transfer of risks Notwithstanding the application of the reservation of title clause, the transfer of risks takes place at the place and time agreed in the order confirmation, at the time of the carrier's first presentation at the Customer's premises. The unloading of Products is in any case carried out under the exclusive responsibility of the Customer. All unloading operations must be carried out on covered platforms at street level. When the Customer collects the Products directly from clechrono's premises, the transfer of risk occurs when clechrono makes the Products available on its premises, all transport, loading and unloading operations being at the Customer's sole risk and expense. Notwithstanding the retention of title clause, and as of the transfer of risk, the Customer must insure the Products against all risks of damage or liability, and in particular take out Product liability insurance on behalf of clechrono and at its expense.

5.3. Delay and refusal of delivery

5.3.1. No delay in delivery authorizes the Customer to cancel, in whole or in part, its order or to refuse delivery of the Products, without clechrono having been able to ascertain effectively and in advance, the reality of the grievance of which it is reproached by the Customer. In any event, Products may only be returned with clechrono's express prior agreement, in compliance with the stipulations of article 7.

5.3.2. No penalty of any kind whatsoever may be applied by the Client to clechrono when the default alleged by the Client is due to a circumstance beyond clechrono's control and/or, even partially, to the fault or negligence of the Client.

5.3.3. In all other cases, the application of penalties assumes that clechrono has been able to verify the reality of the grievances alleged by the Customer. Consequently, no penalty may be applied unilaterally and without prior consultation with the Customer. Any set-off against a sum owed by the Customer to clechrono assumes, moreover, that clechrono has expressly acknowledged, in writing and in advance, the reality of the grievance justifying the application of the penalties.

5.3.4. In any event, penalties cannot be applied on a purely lump-sum, predetermined basis. Indeed, any penalty must reflect the reality of the prejudice actually suffered by the Customer and may only apply to undelivered Products (for which the Customer has clearly demonstrated that he has suffered prejudice) and not to the entire order.

5.3.5. Any unilateral refusal of delivery by the Customer, without respecting the stipulations of article 7, for reasons not attributable to clechrono and not linked, in particular, to a problem of late delivery, quality, etc., will engage the Customer's liability towards clechrono.

5.4. Reservations to carriers

5.4.1. In the event of damage, delays or shortages, it is the Customer's responsibility to record protests and reservations with the carrier on the receipt document, which must be signed, countersigned by the carrier or its driver, dated and confirmed by registered letter within three (3) days, not including public holidays, in accordance with the provisions of article L 133-3 of the French Commercial Code.

5.4.2. Compliance with this formality is necessary to engage the liability of the transport service provider. Failing this, the Customer will be solely responsible for any consequences of non-compliance.

Article 6 - Invoicing and terms of payment

6.1 Invoices are payable in cash at the time the order is placed, before shipment of the Products. Payment may be made by bank transfer, credit card, money order or cheque. Payment is deemed to have been made when the funds are effectively available to clechrono in its bank accounts.

6.2 No discount will be granted for early payment or cash payment.

6.3 Where the parties maintain a regular flow of business, clechrono may grant payment terms of thirty (30) days from the date of issue of the invoice, depending on the credit authorisation obtained from insurance or financial information companies. Where applicable, payment terms will be agreed in writing, signed by both Parties. In the event of insufficient or unsatisfactory information, or in the event of late payment, invoices will once again become payable in cash at the time the order is placed.

6.4 Any deterioration in the customer's credit rating may, at any time, justify : - the reduction of the Customer's credit limit, if any, granted by clechrono, which may lead to the suspension of orders in progress; - the requirement of cash payment at the time the order is placed, prior to shipment of the Products; - the request for specific guarantees (independent guarantee, bank surety bond, etc.). If such guarantees cannot be obtained, for whatever reason, clechrono reserves the right not to honour orders and/or to suspend and/or terminate orders in progress.

6.5 Any invoice not paid, in full or in part, by the due date shall be deemed to have been paid.

6.6 Sums owed by the Customer to cle chrono shall be automatically offset against those owed by clechrono to the Customer, in accordance with the provisions of article L 442-6, I, 8° of the French Commercial Code, with regard to compensation for failure to meet delivery deadlines or non-conformity of goods. Consequently, the Customer expressly consents to the offsetting of sums owed by the Customer to clechrono, whether under sales contracts concluded between clechrono and the Customer or under any other commercial relationship that the parties may otherwise have, with all debts owed by clechrono to the Client and/or with all other sums held by clechrono in the name of and on behalf of the Client, for whatever reason, either automatically and immediately and in the manner provided for by article L442 6 I 8° of the French Commercial Code with regard to compensation for failure to meet delivery deadlines or non-conformity of goods. In the event of termination of the commercial relationship, the receivables and all other sums owed reciprocally between clechrono or its delegates or agents, on the one hand, and the Customer, on the other, shall automatically become due and payable and shall be offset against each other. The same shall apply in the event of default or late payment by one of the Parties of all sums due in respect of invoices issued.

Article 7 - Products - Conformity - Warranty

7.1. Product characteristics

7.1.1. The visuals of the Products accessible on the Site have no contractual value and are therefore not opposable to clechrono.

7.1.2. The Products are offered by clechrono within the limits of available stocks. clechrono cannot be held responsible by the Client in the event of unavailability of a Product.

7.1.3 clechrono is free to determine the development of the Product ranges and references offered on the Site. The information contained in catalogs and prospectuses is provided by clechrono for information purposes only. clechrono therefore reserves the right to cease marketing any Product offered to the Customer appearing on the Site or in commercial documents and/or to modify the characteristics of these Products at any time, without the Customer being able to hold clechrono liable in this respect and/or claim payment of damages.

7.1.4 It is the Customer's responsibility to carefully read the description of the Products and their technical characteristics detailed on the Site and to verify that the Product(s) he/she wishes to order correspond(s) to his/her needs and expectations. Under no circumstances shall clechrono be held liable by the Customer if the latter has ordered a Product which does not correspond to his/her needs and expectations of which clechrono was not aware. The Customer's attention is drawn to the fact that clechrono offers ranges of Products intended for professional equipment and other Products which do not have the characteristics of professional equipment and are intended for everyday, non-intensive use. Thus, the Customer may not reproach clechrono for any non-conformity or invoke the benefit of a warranty in the event that the Customer has purchased an everyday consumer good for industrial use.

7.1.5. Under no circumstances may unsold goods be taken back by clechrono.

7.1.6. The Products offered by clechrono comply with the regulations applicable in mainland France. It is the responsibility of the Customer who intends to export the Products purchased to verify the compatibility and conformity of the Products with the legislation of the country of destination. clechrono shall not be held liable by the Customer in the event of the export of Products that are not compatible or do not comply with any legislation not applicable in France, which the Customer expressly acknowledges and accepts.

7.2. Treatment of Waste Electrical and Electronic Equipment (WEEE) and Waste Furniture Items (WFE) In order to finance the collection and recycling of Waste Electrical and Electronic Equipment (WEEE) and Waste Furniture Items (WFE), clechrono, in its capacity as distributor, is obliged to collect an eco-participation fee from Customers. The amount of the eco-participation is indicated on the Site, on the product sheet for items covered by this obligation. It is specified that clechrono does not take back electrical and electronic equipment from Customers who are resellers of the products purchased (as opposed to Customers who use the products purchased for their professional activity). clechrono informs Customers who are resellers of the products purchased that, in accordance with Articles L. 541-10-2 and R. 543-180 of the French Environmental Code, all consumers are entitled to take back their used electrical and electronic equipment free of charge; it is therefore the responsibility of the Customer to inform its own customers of the cost of waste disposal in accordance with the applicable regulations, and to ensure that used equipment is taken back from consumers who request it.

7.3. Acceptance and conformity of Products

7.3.1. clechrono undertakes to deliver a Product in conformity with the order sent to the Customer. The Customer is solely responsible for the suitability of the Products ordered for the Customer's specific needs and expectations and for the Customer's intended use of the Product.

7.3.2. Without prejudice to any reservations the Customer may have with the carrier, all complaints concerning the conformity of the Product must be brought to clechrono's attention in writing as soon as possible, and at the latest within 3 calendar days of receipt of the Products by the Customer, failing which they will be deemed inadmissible. To be valid, all complaints must include the references and dates of the corresponding order and delivery documents.

7.3.3. It is the Customer's responsibility to provide any justification as to the reality of the non-conformities observed. The Customer shall make it easy for clechrono to identify the Product(s) concerned and to proceed with any observation of the alleged facts in order to remedy them. clechrono reserves the right to proceed directly or through any intermediary of its choice with any observation, verification and examination on the Customer's premises.

7.3.4. Returns of non-conforming Products are only authorized and accepted with clechrono's prior written consent. No unjustified return or take-back of Products may be demanded by the Customer. The Products must be returned to clechrono by the Customer, without having undergone any modifications, within fifteen (15) calendar days of clechrono's recognition of the non-conformity.

7.3.5. clechrono's liability is strictly limited to the replacement of non-conforming Products or the reimbursement of non-conforming Products at their invoice price, to the exclusion of all damages.

7.3.6. In the absence of any reservation or complaint formulated by the Customer in accordance with the stipulations of the present article, any Product delivered will be deemed to be in conformity.

7.3.7. In accordance with Article L 442-6 of the French Commercial Code, the Customer shall refrain from refusing Products and/or proceeding with Product returns and/or automatically applying penalties, without clechrono having been able to verify the reality of the grievance invoked by the Customer. Any unjustified refusal of all or part of the Products will give rise to the invoicing of transport costs and other costs incurred by the refusal.

7.4. After-sales service

7.4.1. The manufacturer or supplier of the Product sold by clechrono to the Customer may offer an after-sales service and/or special commercial warranties on these Products. clechrono is at the disposal of its Customer to inform him of the terms and conditions under which the manufacturer or supplier of the Product will take charge of the Products in this respect, as the conditions may vary from one manufacturer or supplier to another.

7.4.2 clechrono may, for certain Products, offer additional contractual warranties for a fee. The prices, terms and conditions of such warranties are detailed on the Site.

7.5. Legal warranty against hidden defects and liability for defective Products

7.5.1. In the event of the subsequent occurrence of a defect, hidden at the time of sale, rendering the Product unfit for its normal purpose, the Customer must notify clechrono of the occurrence of the defect within thirty (30) calendar days of its discovery. This notification must mention the references and dates of the corresponding order and delivery documents.

7.5.2 It is the Customer's responsibility to provide any justification as to the reality of the defects that have occurred and their consequences on the destination of the Product. The Customer must make it easy for clechrono to identify the Product(s) concerned and to proceed with any observation of the alleged defect. clechrono reserves the right to proceed directly or through any intermediary of its choice with any observation, verification and examination on the Customer's premises.

7.5.3. When the defect rendering the Product unfit for its intended use has been established by the Client and recognized by clechrono, clechrono undertakes either to refund the sale price of the Product in return for the return of said Product by the CLIENT or to replace the Product, to the exclusion of any damages.

7.6. Product recall

7.6.1. clechrono may be required to withdraw or recall Products, in particular at the request of one of its suppliers or the competent authorities. Any Product withdrawal or recall procedure will be carried out in close collaboration between the Customer and clechrono, with a view to efficiency, responsiveness and proportionality. With this in mind, the Customer undertakes to take all necessary steps with its own customers.

7.6.2. Any communication by the Client concerning the quality of Products sold by clechrono may only be made with the express agreement of clechrono.

7.7. clechrono's liability conditions

7.7.1. The Customer is obliged to read carefully the notices relating to the technical characteristics of the Products supplied by the manufacturer of the Products and to comply strictly with the conditions of use defined by the manufacturer. The Customer shall be solely liable for the consequences of failure to comply with the conditions of use, abnormal use of the Products and/or abnormal or inappropriate storage conditions. Clechrono may not be held liable in any way whatsoever by the Customer in the event of non-compliance with this stipulation, which the Customer expressly acknowledges and accepts.

7.7.2. clechrono may not be held liable in the event of non-conformity of the Products with standards and regulations that come into force after their delivery or in the event of deterioration or damage to the Products not attributable to clechrono.

7.7.3. The liability of clechrono may only be validly incurred if the Customer demonstrates the existence of a fault attributable to clechrono, a loss and a causal link between the fault and the loss. In any event, clechrono's liability shall be strictly limited to direct, certain and foreseeable loss, to the exclusion of any indirect, hypothetical or unforeseeable loss, and in any event, shall be limited to the amount actually received by clechrono for the order placed by the Client or, when clechrono's liability is unrelated to a specific order, to the amounts actually received by clechrono for orders placed by the Client over the last twelve (12) months.

Article 8 - Reservation of title

8.1 clechrono reserves ownership of the products delivered until full payment of the price as well as any late payment penalties or fixed compensation for collection costs and any other accessory and additional sums.

8.2 The Customer undertakes to allow identification and reclamation of the Products delivered at any time. By express agreement, Products in stock with the Customer are deemed to relate to outstanding invoices.

8.3 The Customer, authorized to resell delivered Products in the normal course of its business, undertakes, where applicable, to assign by operation of law to clechrono the claim held against its sub-purchasers, up to the amount of the sums still due. The Customer is also obliged to inform clechrono immediately of any seizure, for the benefit of a third party, of Products delivered under reservation of title. In addition, the Customer shall refrain from pledging or assigning ownership of the Products by way of security.

8.4 In the event of non-payment of a fraction or the whole of any of the agreed instalments, and fifteen (15) days after formal notice by registered letter has remained unsuccessful, in whole or in part, clechrono reserves the right to pursue the forced execution of the sale or the cancellation of the sale. In the latter case, the Product must be made immediately available to clechrono, unless clechrono requires the return of the Products at the Customer's risk and expense. This claim may be made by any means (registered letter, fax, bailiff's summons, contradictory inventory, etc.), at the Customer's expense, risk and peril. Any sums already paid by the Customer (in particular deposits) shall be retained by way of damages, without prejudice to clechrono's right to claim justified additional damages.

8.5 The foregoing provisions do not preclude the transfer to the Customer of the risks of loss and deterioration of the Products sold as they result from article 5.2. above.

Article 9 - Intellectual property rights

9.1 The Customer acknowledges that clechrono is not the owner of all intellectual property rights and other distinctive signs covering the Products sold by clechrono and the elements attached thereto, including the visuals of the Products. Consequently, the sale of Products by clechrono to the Customer does not entail any transfer or grant to the latter of any intellectual property rights whatsoever relating to the said Products and the elements attached thereto, including the visuals of the Products, and in particular rights in respect of trademarks, designs and models, patents or copyright.

9.2 When the Customer intends to resell the Products acquired from clechrono, he/she undertakes to resell the Products in their original presentation and packaging, without making any alterations whatsoever. The Customer also undertakes not to make any improper use of the Products that would infringe the manufacturer's intellectual property rights in any way whatsoever, and more specifically that would discredit or devalue the Products and the rights attached to them. In the event of non-compliance with this stipulation, the Customer shall be solely responsible for any consequences that may arise therefrom and shall hold clechrono harmless in this regard, which the Customer expressly acknowledges and accepts. In general, the Customer undertakes : - not to alter clechrono's intellectual property rights and not to make any improper use thereof that would discredit or devalue CLECHRONO's Products. Thus, in particular, the customer undertakes to avoid, for example, in the context of comparative advertising featuring the customer and one or other of its competitors, any comparison having the effect of degrading the qualitative image built by CLECHRONO around its brands and distinctive signs; - systematically use the up-to-date graphic charts relating to CLECHRONO's Products available on request. - not to create any risk of confusion, in the minds of third parties, in any way whatsoever, between the Products stamped with one of the distributor brands belonging to CLECHRONO and any other CLECHRONO product; - not to reproduce or cause to be reproduced, in whole or in part, any intellectual property rights of which CLECHRONO is the owner, under penalty of prosecution, and/or to transmit to third parties any information of any nature whatsoever permitting the total or partial reproduction of these rights. Should the customer become aware of any risk of infringement of the intellectual property rights held by CLECHRONO, he shall immediately inform CLECHRONO by fax or e-mail, confirmed by registered letter with acknowledgement of receipt. In the event of any breach by the customer of the obligations set out in this article, CLECHRONO reserves the right to immediately suspend any orders in progress and to immediately terminate the contract with the customer, without prejudice to any legal action and claims for damages.

9.4 The customer acknowledges that all elements of whatever nature that make up the Site, such as in particular the structure of the Site and its graphic design, are the property of CLECHRONO and are protected by intellectual property law. CLECHRONO grants the customer a non-exclusive right to use the Site in accordance with its intended purpose. Any other use of the Web Site constitutes an infringement and is punishable under the French Intellectual Property Code, without the prior and express authorization of CLECHRONO.

Article 10 - Force majeure and acts of God

10.1 CLECHRONO shall be released from its obligations in the event of any force majeure or fortuitous event that prevents or delays the delivery of the Products.

10.2 In the event that all orders are completely suspended for a period of more than one (1) month due to force majeure or an act of God, either party shall be entitled to terminate the suspended orders, without owing any compensation to the other party, provided that the other party is notified of such termination by registered letter with acknowledgement of receipt.

Article 11 - Confidentiality

The parties acknowledge the confidential nature of all information exchanged between them for the execution of orders and undertake to keep it confidential. All information transmitted by any means in connection with the execution of orders shall constitute "Confidential Information". Consequently, it is understood between the parties that all Confidential Information communicated by one party to the other will be kept by the receiving party in the same way as it keeps its own confidential information, that this Confidential Information will not be copied or reproduced, and that it will only be used for partnership purposes between the parties. Each party undertakes to ensure that all its employees, subcontractors and any other person involved in the execution of orders comply with this confidentiality obligation. At any time during the course of the partnership, Confidential Information shall, depending on the instructions of the party that transmitted it, either be returned to it within three (3) working days of its request, or be destroyed. The present obligation of confidentiality does not apply to the part of the information : - accessible to the public at the date of its communication by the transmitting party to the receiving party, or which may become so after this date and through no fault of the receiving party; - already known to the receiving party at the time of its communication by the transmitting party; - transmitted to the receiving party with the express exemption of the transmitting party from the obligation of confidentiality.

Article 12 - Use of the www.CLECHRONO.COM website

The Site may be modified or updated, and access to the Site may be interrupted, suspended or discontinued at any time without prior notice. In this respect, it is particularly specified that any maintenance operation carried out on the Site may disrupt access and/or the functioning of the Site. In any event, the customer acknowledges that he/she is aware of the technical hazards inherent in the Internet and the interruptions in access that may result. CLECHRONO cannot be held responsible for any unavailability or slowdown of the Site. CLECHRONO is in any event unable to guarantee the continuity of the functionality of the Site, which the customer acknowledges. CLECHRONO shall in no event be liable to the customer in this respect. Furthermore, CLECHRONO shall not be held liable for the impact of such disruptions to access and/or functionality of the Site on the customer's business.

Article 13 - Miscellaneous provisions

14.1. The fact that one or other of the Parties does not invoke any of the stipulations of the Pro GTS against the other shall not be interpreted as a waiver of the right to invoke it or to benefit from it at a later date.

14.2. The Customer is required to diversify its sources of supply. The customer undertakes to inform CLECHRONO in writing if the volume of purchases made with CLECHRONO represents or exceeds 15% of the customer's total volume of purchases. As CLECHRONO does not impose any exclusive supply obligation or purchase quota on the customer, CLECHRONO shall not be held liable by the customer if the latter is in a situation of economic dependence as a result of a strategic choice and/or commercial policy freely implemented by the customer.

14.3. The customer undertakes to inform CLECHRONO of any affiliation to a group and of any acquisition of control and/or shareholding in the customer's company directly or indirectly by a third party, insofar as this change is likely to create or aggravate a risk of economic dependence.

14.4. The parties expressly undertake not to disclose, directly or indirectly, any information concerning the other party, in particular concerning any special conditions of sale that may be agreed, to third parties, except to comply with legal obligations. Where applicable, the party concerned by the disclosure request will inform the other party.

14.5. Except in the event of a compulsory assignment in the context of collective proceedings, each party may not assign all or part of its obligations without the prior written consent of the other party.

14.6. The Parties acknowledge that the partnership does not constitute an association or a franchise by one party to the other. Under no circumstances may either party be considered directly or indirectly as an employee, representative or agent of the other party.

14.7. In the event that one or more stipulations of these GCS are deemed null and void or declared as such in application of a law, regulation or following a final decision by a competent court, the other stipulations shall retain their full force and scope.

Article 15 - Applicable law and jurisdiction

15.1. The contract between the parties is governed by French law.

15.2 In the event of a dispute, the parties will endeavour to reach an amicable solution.

15.3. The parties agree that, in derogation of the applicable legal provisions, any dispute which may arise between the parties shall be time-barred within one (1) year of the event giving rise to it.


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