General terms and conditions

THESE TERMS AND CONDITIONS OF SALE (CGV) APPLY UNCONDITIONALLY AND BY OPERATION OF LAW TO ALL PRODUCTS AND/OR SUPPLIES AND/OR SERVICES (“THE PRODUCTS”) OFFERED FOR SALE BY COOL CONCEPT DISTRIBUTION (“COOL CONCEPT”) AND FORM THE BASIS OF COMMERCIAL NEGOTIATIONS. THEY TAKE PRECEDENCE OVER ANY OTHER DOCUMENT ISSUED BY THE CUSTOMER (E.G. CGA, CHARTERS, ETC.) OR BY COOL CONCEPT (E.G. CORRESPONDENCE, ETC.), APPLY AS SOON AS THEY COME INTO FORCE TO ALL ORDERS, INCLUDING THOSE IN PROGRESS, AND ARE DEEMED TO HAVE BEEN ACCEPTED UNRESERVEDLY BY THE CUSTOMER AS SOON AS AN ORDER IS PLACED. ANY DEVIATION FROM THE PRESENT TERMS MUST BE EXPRESSLY AGREED BETWEEN THE PARTIES. ALL OTHER DOCUMENTS (E.G. SAMPLES, LEAFLETS, NOTICES, QUOTATIONS, PHOTOS, ETC.) ARE PROVIDED FOR INFORMATION PURPOSES ONLY AND DO NOT CONSTITUTE A CONTRACTUAL DOCUMENT FOR WHICH COOL CONCEPT IS RESPONSIBLE. COOL CONCEPT MAY THEREFORE WITHDRAW OR MODIFY THEM WITHOUT ANY RIGHT TO COMPENSATION ON THE PART OF THE CUSTOMER. THESE POINTS ARE DECISIVE FOR COOL CONCEPT’S CONSENT.

1. THE ORDER.

BY ACCEPTING THE CGV, THE CUSTOMER EXPRESSLY ACKNOWLEDGES HAVING BEEN FULLY AND EXHAUSTIVELY INFORMED AND ADVISED BY COOL CONCEPT, WHICH IS THEREFORE IRREVOCABLY DEEMED TO HAVE FULLY MET ITS OBLIGATIONS, CONCERNING THE PRODUCTS IN THE RANGE, IN PARTICULAR THOSE WHICH ARE THE SUBJECT OF THE ORDER. AS A KNOWLEDGEABLE PROFESSIONAL, THE CUSTOMER IS DEEMED TO BE FULLY AWARE OF ALL LEGAL STANDARDS AND/OR TECHNICAL CONSTRAINTS RELATING TO THE PURSUIT OF HIS ACTIVITY, AND UNDERTAKES TO INFORM COOL CONCEPT EXHAUSTIVELY OF ANY INFORMATION LIKELY TO HAVE A DIRECT OR INDIRECT IMPACT ON HIS ORDER, AND OF HIS REQUIREMENTS. IN THE EVENT OF FAILURE TO DO SO, COOL CONCEPT SHALL NOT BE HELD LIABLE IN ANY WAY WHATSOEVER. BY ORDER, WE MEAN ANY ORDER RELATING TO THE PRODUCTS LISTED IN COOL CONCEPT’S PRICE LIST AND ACCEPTED BY COOL CONCEPT. IT IS DEEMED IRREVOCABLY ACCEPTED BY THE CUSTOMER AS SOON AS COOL CONCEPT ISSUES AN ACKNOWLEDGEMENT OF RECEIPT OF THE ORDER AND MAY NOT BE CANCELLED OR MODIFIED WITHOUT THE EXPRESS AGREEMENT OF COOL CONCEPT, WHICH MAY NOT FOLLOW UP WITHOUT THIS GIVING RISE TO ANY RIGHT TO COMPENSATION ON THE PART OF THE CUSTOMER. HOWEVER, COOL CONCEPT RESERVES THE RIGHT TO RECTIFY ANY MATERIAL ERROR OR OMISSION IN THE CONTRACTUAL DOCUMENTS BINDING IT TO THE CUSTOMER, WITHOUT THIS GIVING RISE TO ANY RIGHT TO COMPENSATION.

2. THE PRICE.

THE CURRENT PRICE LIST MAY BE REVISED AT ANY TIME AFTER THE CUSTOMER HAS BEEN INFORMED, THE PRICE CHANGE BEING AUTOMATICALLY APPLICABLE ON THE DATE INDICATED ON THE NEW PRICE LIST. PRODUCTS ARE INVOICED IN EUROS, AT THE PRICE INDICATED ON THE ORDER CONFIRMATION. THEY ARE CALCULATED NET AND WITHOUT DISCOUNT, AND CORRESPOND EXCLUSIVELY TO THE PRODUCTS ORDERED. THEY DO NOT INCLUDE TAXES OR CUSTOMS DUTIES. PAYMENT SHALL BE MADE AS FOLLOWS: 40% OF THE ORDER AMOUNT WHEN THE ORDER IS PLACED; 60% OF THE ORDER AMOUNT WHEN THE PRODUCT IS DELIVERED; THE BALANCE OF THE ORDER AMOUNT WHEN THE PRODUCT IS RECEIVED. FOR ALL ORDERS OF LESS THAN €100 (EXCL. VAT) AND/OR FOR ALL FIRST ORDERS, AND/OR FOR ALL CUSTOMERS WHO HAVE PREVIOUSLY BEEN IN ARREARS, PAYMENT WILL BE MADE IN CASH, BEFORE DELIVERY OF THE GOODS. IF COOL CONCEPT AGREES TO A TIME LIMIT FOR PAYMENT OF INVOICES, IT MAY NOT EXCEED 30 DAYS NET FROM THE DATE OF INVOICE ISSUE, OR, BY CONTRACTUAL WAIVER, 45 DAYS END OF MONTH FROM THE DATE OF INVOICE ISSUE, IN ACCORDANCE WITH ARTICLE L441-10 OF THE FRENCH COMMERCIAL CODE (CODE DE COMMERCE) RESULTING FROM ORDER NO. 2019-359 OF APRIL 24, 2019. INVOICES ARE PAYABLE BY BANK TRANSFER, IN ACCORDANCE WITH THE RIB ATTACHED TO THE ORDER FORM AND INVOICES OR, IF APPLICABLE, THE LATTER CANNOT BE UNILATERALLY CHALLENGED BY THE CUSTOMER, UNDER ANY PRETEXT WHATSOEVER. PAYMENT IS DEEMED TO HAVE BEEN MADE WHEN THE PRICE IS ACTUALLY RECEIVED, AND THE HANDING OVER OF ANY DOCUMENT RECOGNIZING AN OBLIGATION TO PAY DOES NOT CONSTITUTE ACTUAL PAYMENT (ANY BILL OF EXCHANGE MUST BE ACCEPTED BEFOREHAND). ALL ADVANCE PAYMENTS ARE MADE WITHOUT DISCOUNT.

IF THE PRINCIPAL IS NOT THE END CUSTOMER, THE CUSTOMER UNDERTAKES TO REQUIRE THE END CUSTOMER TO COMPLY WITH THE FORMALITIES OF LAW NO. 75-1. 334 RELATING TO SUBCONTRACTING, CONSIDERED UNDER THE CGV AS AN INTERNATIONAL POLICE LAW, THE ABSENCE OF PRESENTATION OR APPROVAL RESULTING IN THE IMPOSSIBILITY FOR THE CUSTOMER TO INVOKE THE ORDER AGAINST COOL CONCEPT (E.G. FOR CHALLENGES RELATING TO ANY DEFECTS IN CONFORMITY WITH THE SPECIFICATIONS), THE CUSTOMER NEVERTHELESS REMAINING BOUND TOWARDS THIRD PARTIES IN THE CHAIN TO PERFORM ITS CONTRACTUAL OBLIGATIONS.

3. INCIDENTS LATE PAYMENT PENALTY CLAUSE.

THE CUSTOMER AGREES TO REFRAIN FROM ANY UNLAWFUL PRACTICE OF DEBITING OR CREDITING, WHICH IS CONSIDERED HERE AS UNPAID OR LATE PAYMENT. HOWEVER, THE PARTIES RESERVE THE RIGHT TO RESORT TO LEGAL OR CONTRACTUAL OFFSETTING OF RECEIVABLES. ANY DELAY IN PAYMENT WILL AUTOMATICALLY GIVE RISE TO A FIXED INDEMNITY TO COMPENSATE FOR COLLECTION COSTS, SET AT €40, FROM THE DAY AFTER THE INVOICE DUE DATE; THIS INDEMNITY IS IN ADDITION TO THE LATE PAYMENT PENALTIES PAYABLE WITHOUT THE NEED FOR A REMINDER. THEY RUN FROM THE DAY FOLLOWING THE PAYMENT DATE SHOWN ON THE INVOICE. THE INTEREST RATE APPLIED TO LATE PAYMENT PENALTIES IS EQUAL TO THE RATE APPLIED BY THE ECB TO ITS MOST RECENT FINANCING OPERATION, INCREASED BY 10 PERCENTAGE POINTS. COOL CONCEPT MAY AUTOMATICALLY DECLARE THE ORDER CANCELLED, AND ALL SUMS PAYABLE BY COOL CONCEPT BECOME IMMEDIATELY DUE AND PAYABLE, WITHOUT PREJUDICE TO THE APPLICATION OF THE OTHER CLAUSES HEREIN, ANY DISCOUNT THAT MAY HAVE BEEN GRANTED BEING CANCELLED, AND THE COST OF COLLECTING THE DEBT REMAINING THE EXCLUSIVE RESPONSIBILITY OF THE DEFAULTING CUSTOMER. COOL CONCEPT ALSO RESERVES THE RIGHT TO SUSPEND OR CANCEL ANY CURRENT ORDERS RELATING TO THE LATTER, AND TO ACCEPT SUBSEQUENT ORDERS ONLY AGAINST ADVANCE PAYMENT. IN THE EVENT OF FAILURE BY THE CUSTOMER TO COMPLY WITH ANY OF ITS OBLIGATIONS, AND AFTER FORMAL NOTICE HAS BEEN SENT BY REGISTERED LETTER AND HAS REMAINED UNSUCCESSFUL FOR 15 CLEAR DAYS FROM THE DATE IT WAS SENT, THE CUSTOMER SHALL BE LIABLE, BY WAY OF A PENALTY CLAUSE, FOR A FIXED INDEMNITY EQUAL TO ONE THIRD OF THE TOTAL AMOUNT OF THE ORDER, WITHOUT PREJUDICE TO THE APPLICATION OF THE OTHER CLAUSES ACCEPTED HEREIN. OUR INVOICES ARE PAYABLE WITHIN 15 DAYS OF THE INVOICE DATE, NET AND WITHOUT DISCOUNT. NO DISCOUNT WILL BE GRANTED FOR EARLY PAYMENT. THE CUSTOMER IS DUELY INFORMED THAT HE CANNOT TAKE ANY WITHHOLDING IN THE EVENT OF A CLAIM OR REQUEST FOR REPAIR, DAMAGE OR INJURY SUBSEQUENTLY INCURRED, WHEREAS THE CUSTOMER MUST SUBMIT HIS CLAIM WITHIN 15 DAYS IN ORDER FOR THE SERVICE SUPPLIER TO TAKE ANY GUARANTEE ACTION.

4. SERVICE PROVIDER’S TASKS – DEADLINES

THE SCOPE OF THE MISSION IS DEFINED BY THE “ORDER FORM OR ESTIMATE ACCEPTED BY COOL CONCEPT” AND THE GENERAL TERMS AND CONDITIONS.

QUOTATIONS ARE DRAWN UP ON THE BASIS OF DATA PROVIDED BY THE CUSTOMER. THE CUSTOMER SHALL PROVIDE COOL CONCEPT WITH ANY AUTHORIZATIONS, TECHNICAL INSTRUCTIONS, SPECIFICATIONS OR OTHER DOCUMENTS REQUIRED FOR THE PROPER PERFORMANCE OF THE SERVICES. QUOTATIONS ARE VALID FOR 3 MONTHS. ANY MODIFICATION OF THE QUOTATION WILL ONLY BE VALID IF THE CUSTOMER IS NOTIFIED OF THE MODIFICATION IN WRITING. IN THE ABSENCE OF AN OFFER FROM COOL CONCEPT TO THE CUSTOMER, THE CONTRACT IS NOT CONCLUDED UNTIL COOL CONCEPT HAS CONFIRMED THE CUSTOMER’S ORDER. ONLY LEAD TIMES CONFIRMED BY COOL CONCEPT ARE BINDING. COOL CONCEPT SHALL NOT BE HELD LIABLE FOR ANY OTHER LEAD TIMES.

5. DELIVERY.

IN PRINCIPLE, DELIVERY IS MADE TO THE DELIVERY ADDRESS SHOWN ON THE ORDER FORM, FAILING WHICH TO THE ADDRESS EXPRESSLY GIVEN BY THE CUSTOMER PRIOR TO THE DELIVERY DATE SUBJECT TO 5 DAYS’ NOTICE, FAILING WHICH TO THE CUSTOMER’S ADDRESS SHOWN ON THE ORDER FORM HEADER. COOL CONCEPT IS RESPONSIBLE FOR TRANSPORTING THE PRODUCTS, AND THE TRANSFER OF RISK TO THE CUSTOMER WILL TAKE PLACE UPON RECEIPT OF THE PRODUCTS. THE CUSTOMER IS RESPONSIBLE FOR UNLOADING THE PRODUCTS, AND MUST PROVIDE THE MEANS TO DO SO (HIRE OF EQUIPMENT IF NECESSARY, ETC….). THE CUSTOMER MUST GUARANTEE A PASSABLE ACCESS ROAD FOR TRUCKS TO THE PLACE WHERE THE GOODS ARE UNLOADED. IF THE CUSTOMER CARRIES OUT THE TRANSPORT ON HIS OWN ACCOUNT, HE ALSO ASSUMES ALL FINANCIAL CONSEQUENCES OF A DIRECT ACTION BY THE CARRIER AGAINST COOL CONCEPT. IN THE LATTER CASE, THE RISKS ARE TRANSFERRED TO THE CUSTOMER AS SOON AS THE GOODS ARE LOADED ONTO THE TRANSPORT VEHICLE. DELIVERY MAY BE DIVIDED INTO SEVERAL STAGES, DEPENDING ON THE PROGRESS OF THE INSTALLATION WORK AND IN ACCORDANCE WITH THE SPECIFICATIONS AND TIMETABLES NEGOTIATED WITH THE CUSTOMER, IN WHICH CASE THE CUSTOMER WILL PROVIDE COOL CONCEPT WITH A SUITABLE STORAGE AREA IN THE INSTALLATION ZONE. IN THE EVENT OF POSTPONEMENT OF DELIVERY BY THE CUSTOMER AND/OR ITS PRIME CONTRACTOR BEYOND THE DEADLINE FOR AVAILABILITY OF THE EQUIPMENT, THE ENTIRE ADDITIONAL COST RESULTING THEREFROM SHALL BE BORNE EXCLUSIVELY BY THE CUSTOMER IN ACCORDANCE WITH AN ADDITIONAL INVOICE. FURTHERMORE, DEFECTS AND DETERIORATION OF THE PRODUCTS DELIVERED AS A RESULT OF ABNORMAL STORAGE AND/OR CONSERVATION CONDITIONS AT THE CUSTOMER’S PREMISES DO NOT ENTITLE THE CUSTOMER TO THE WARRANTY DUE BY COOL CONCEPT. IN THE EVENT THAT THE PRODUCT IS INTENDED FOR A SUB-PURCHASER, THE CUSTOMER UNDERTAKES TO PROVIDE THE SUB-PURCHASER WITH ALL RELEVANT INFORMATION AND TO MAINTAIN TRACEABILITY OF THE PRODUCT UNTIL DELIVERY TO THE SUB-PURCHASER. IN ALL CASES, COOL CONCEPT WILL BE RELEASED FROM ALL ITS CONTRACTUAL OBLIGATIONS BY OPERATION OF LAW, IN PARTICULAR IN THE EVENT OF FAILURE TO PROVIDE AN APPROPRIATE SPACE IN WHICH TO RECEIVE THE ORDER.

DELIVERY TIME IS GIVEN AS AN INDICATION, THE DELIVERY DATE BEING DEEMED TO BE THE CLOSEST TO THE NEXT WORKING DAY IF IT FALLS ON A NON-WORKING DAY. NO DELAY, EVEN OF A CONSEQUENTIAL NATURE, SHALL GIVE RISE TO ANY RIGHT TO COMPENSATION WHATSOEVER, NOR SHALL IT BE CAUSE FOR CANCELLATION OR RESCISSION BY THE CUSTOMER OF THE ORDER AND/OR DELIVERY. THIS PERIOD RUNS FROM THE TIME THE ORDER LEAVES THE FACTORY, SUBJECT TO THE SUSPENSIVE CONDITION THAT THERE ARE NO OBSTACLES OR RESERVATIONS TO THE PRODUCTION AND DELIVERY OF THE PRODUCT SPECIFIED IN THE CONTRACT. IF ASSEMBLY IS CARRIED OUT BY COOL CONCEPT’S EMPLOYEES, COOL CONCEPT WILL MAKE EVERY EFFORT, WITHIN THE FRAMEWORK OF AN OBLIGATION OF MEANS, TO RESPECT THE ANNOUNCED INTERVENTION SCHEDULE. ANY MODIFICATION BY THE CUSTOMER OF THE TERMS AND/OR TIMETABLE SHALL ENTITLE COOL CONCEPT TO THE PAYMENT OF PENALTIES FIXED AT 10% OF THE TOTAL AMOUNT OF THE ORDER. ACCEPTANCE OF THE PRODUCT TAKES PLACE ONCE THE INSTALLATION HAS BEEN COMMISSIONED. PACKAGING USED BY COOL CONCEPT IS NEITHER RETURNABLE NOR REFUNDABLE. THE CUSTOMER IS SOLELY RESPONSIBLE FOR THE MANAGEMENT AND DISPOSAL OF WASTE AND PACKAGING IN ACCORDANCE WITH CURRENT REGULATIONS, AND WILL BEAR ALL COSTS INCURRED.

6. WARRANTIES FOR APPARENT AND HIDDEN DEFECTS.

THE CUSTOMER BENEFITS FROM THE LEGAL WARRANTY FOR HIDDEN DEFECTS PROVIDED FOR IN ARTICLE 1641 ET SEQ. OF THE FRENCH CIVIL CODE. A DESIGN DEFECT IS NOT A LATENT DEFECT, AS THE CUSTOMER ACKNOWLEDGES HAVING BEEN FULLY ADVISED BY COOL CONCEPT. THE LEGAL WARRANTY THEREFORE APPLIES EXCLUSIVELY TO PRODUCTS ENTIRELY MANUFACTURED BY COOL CONCEPT AND WHICH REGULARLY BECOME THE PROPERTY OF THE CUSTOMER, COOL CONCEPT BEING OBLIGED IN THIS RESPECT ONLY TO REPLACE OR REPAIR, AT ITS OWN EXPENSE, THE DEFECTIVE PRODUCT, TO THE EXCLUSION OF ANY OTHER CLAIM. THIS WARRANTY IS EXCLUDED BY OPERATION OF LAW, IN THE EVENT OF USE OF THE PRODUCTS IN CONDITIONS OF USE AND/OR PERFORMANCE WHICH ARE NOT FORESEEN, ABNORMAL OR NOT IN CONFORMITY WITH THEIR INTENDED PURPOSE. THIS WARRANTY IS LIMITED TO THE FIRST 6 MONTHS OF USE, THE PARTS BEING DEEMED TO HAVE BEEN USED BY THE CUSTOMER AT THE LATEST WITHIN 3 MONTHS OF DELIVERY. IT CEASES AT THE END OF THIS PERIOD IF THE CUSTOMER HAS NOT NOTIFIED COOL CONCEPT OF THE ALLEGED DEFECT WITHIN 20 CLEAR DAYS OF ITS DISCOVERY. THE CUSTOMER MUST IN ANY EVENT PROVIDE PROOF OF THE DATE OF COMMENCEMENT OF USE AND/OR DISCOVERY OF THE DEFECT. REPLACEMENT OF THE DEFECTIVE PRODUCT BY COOL CONCEPT SHALL NOT HAVE THE EFFECT OF EXTENDING THE ABOVE WARRANTY PERIOD.

NO COMPLAINT MAY SUSPEND PAYMENT OF THE ORDER. UPON DELIVERY OF THE ORDER, IT IS THE CUSTOMER’S RESPONSIBILITY, AT HIS OWN EXPENSE AND UNDER HIS SOLE RESPONSIBILITY, TO VERIFY THE CONFORMITY OF THE PRODUCTS, SERVICES, PACKAGING, LOGISTICS, ETC., THIS VERIFICATION BEING DEEMED TO BE, WITH THE EXCEPTION OF OBSERVATIONS JUSTIFYING CLAIMS, RECOGNITION OF THE ABSENCE OF APPARENT DEFECTS AND CONFORMITY OF THE ORDER. ANY DELIVERY WHICH HAS NOT BEEN THE SUBJECT OF SIGNIFICANT AND COMPLETE WRITTEN RESERVATIONS ON THE DELIVERY NOTE AT THE TIME OF DELIVERY, A COPY OF WHICH WILL BE SIMULTANEOUSLY SENT TO COOL CONCEPT, WILL BE CONSIDERED AS IRREVOCABLY ACCEPTED BY THE CUSTOMER, ACCEPTANCE WITHOUT RESERVATION COVERING ANY APPARENT DEFECT AND/OR SHORTAGE. ANY RESERVATIONS MUST BE ACCOMPANIED BY DOCUMENTARY EVIDENCE, AND NO RETURNS MAY BE MADE WITHOUT THE PRIOR AND EXPRESS AGREEMENT OF COOL CONCEPT, THE COSTS AND RISKS OF RETURN IN ANY EVENT BEING BORNE EXCLUSIVELY BY THE CUSTOMER. NO CLAIM WILL BE ACCEPTED IF THE CUSTOMER FAILS TO COMPLY WITH THESE FORMALITIES. IT IS THE CUSTOMER’S RESPONSIBILITY TO PUT IN PLACE THE NECESSARY SECURITY MEASURES, IN PARTICULAR WITH REGARD TO THE SPECIFIC NATURE OF THE STORED PRODUCTS FOR WHICH HE IS RESPONSIBLE, AND TO COMPLY WITH THE INSTRUCTIONS FOR USE IN ORDER TO OBTAIN FULL SATISFACTION FROM COOL CONCEPT’S EQUIPMENT. IN THE EVENT THAT COOL CONCEPT ACCEPTS THE RESERVATION, THE CUSTOMER MAY ONLY REQUEST THE REPLACEMENT OF NON-CONFORMING ELEMENTS AND/OR THE COMPLETION OF THE MISSING ELEMENTS AT COOL CONCEPT’S EXPENSE, TO THE EXCLUSION OF ANY OTHER REQUEST (PAYMENT OF LABOR, COMPENSATION, RESCISSION, ETC.). COOL CONCEPT’S LIABILITY IS EXCLUSIVELY LIMITED TO DIRECT MATERIAL DAMAGE CAUSED TO THE CUSTOMER RESULTING FROM FAULTS ATTRIBUTABLE TO COOL CONCEPT IN THE EXECUTION OF THE ORDER, AND THE CUSTOMER UNDERTAKES TO WAIVE ALL CLAIMS AGAINST COOL CONCEPT AND ITS INSURERS. IN ALL CASES, THESE WARRANTIES ARE EXCLUDED : FOR DEFECTS RESULTING FROM ADAPTATION AND/OR SPECIAL ASSEMBLY, WHETHER ABNORMAL OR NOT, OF ITS PRODUCTS, FOR DEFECTS RESULTING IN WHOLE OR IN PART FROM NORMAL WEAR AND TEAR OF THE PART, DETERIORATION OR ACCIDENTS ATTRIBUTABLE TO THE CUSTOMER OR A THIRD PARTY, CHANGES IN THE PROCESS OF USING THE PRODUCTS AND SUPPLIES IN RELATION TO THE CUSTOMER’S SPECIFICATIONS AND/OR COOL CONCEPT’S SPECIFICATIONS; IN THE EVENT OF USE, EVEN TEMPORARY, WHICH IS ABNORMAL, ATYPICAL OR NOT IN CONFORMITY WITH THE PRODUCT’S INTENDED USE OR WITH THE RULES OF THE TRADE, COOL CONCEPT’S RECOMMENDATIONS, HANDLING, STORAGE, TRANSPORT CONDITIONS, ETC… THE CUSTOMER’S FAILURE TO PAY ANY AMOUNT OWED TO COOL CONCEPT, FORCE MAJEURE, ALIENATION OF THE EQUIPMENT, TRANSFER OF THE WARRANTY TO A THIRD PARTY, BREAKAGE OF SEALS PLACED ON CERTAIN COMPONENTS OR CONTROL DEVICES. THE PARTIES AGREE THAT THE PENALTIES AND INDEMNITIES PROVIDED FOR IN THE EVENT OF THE EXISTENCE OF DEROGATORY CLAUSES HAVE THE VALUE OF LUMP-SUM COMPENSATION IN FULL DISCHARGE OF LIABILITIES, ARE EXCLUSIVE OF ANY OTHER PENALTY AND/OR INDEMNITY AND MAY NOT EXCEED THE TOTAL AMOUNT OF THE ORDER.

7. LIABILITY.

OF THE CUSTOMER. THE CUSTOMER WARRANTS THAT AT THE TIME THE ORDER IS PLACED, THE CONTENT OF THE DATA TRANSMITTED BY THE CUSTOMER (E.G. SPECIFICATIONS, DRAWINGS, ETC.) DOES NOT INFRINGE THE INTELLECTUAL OR INDUSTRIAL PROPERTY RIGHTS OR KNOW-HOW HELD BY A THIRD PARTY, AND THAT THE CUSTOMER MAY THEREFORE FREELY DISPOSE OF SUCH DATA, AND IN THIS RESPECT WARRANTS COOL CONCEPT AGAINST ANY ACTION AND/OR CONDEMNATION THAT MAY BE BROUGHT AGAINST COOL CONCEPT IN THIS RESPECT. HE ACKNOWLEDGES THAT HE ALONE IS RESPONSIBLE FOR THE APPLICATION OF THE PRODUCT UNDER NORMAL CONDITIONS OF USE, IN ACCORDANCE WITH THE LEGISLATION IN FORCE AT THE TIME AND PLACE OF USE, AND WITH THE RULES OF THE TRADE OF HIS PROFESSION, WHICH HE DECLARES TO BE PERFECTLY FAMILIAR WITH. THE CUSTOMER IS THEREFORE PERSONALLY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM ABNORMAL, NON-CONFORMING OR UNFORESEEABLE USE OF THE PRODUCT. THE CUSTOMER ALSO ACKNOWLEDGES THAT HE HAS BEEN FULLY INFORMED AND ADVISED BY COOL CONCEPT WITH REGARD TO THE INFORMATION AND DATA HE HAS PROVIDED, AND IS THEREFORE SOLELY RESPONSIBLE FOR THE SUITABILITY OF THE PRODUCT ORDERED FOR THE PARTICULAR USE ENVISAGED. IN PARTICULAR, THE CUSTOMER GUARANTEES, UNDER HIS SOLE RESPONSIBILITY, THE FLOORS AND FOUNDATIONS ON WHICH THE COOL CONCEPT EQUIPMENT WILL BE INSTALLED; IN PARTICULAR, HE UNDERTAKES TO CHECK OR HAVE CHECKED THAT THEY CONFORM TO THE TOLERANCES REQUIRED BY COOL CONCEPT AND ARE OF A STRENGTH SUITABLE FOR SUP CARRYING THE WORK AND MAXIMUM LOADS AND TO INFORM COOL CONCEPT, AT THE TIME OF THE ORDER, OF ANY STANDARDS APPLICABLE TO HIS OWN PROFESSIONAL FIELD, IN PARTICULAR TO STORED PRODUCTS. AS DELIVERY OF THE GOODS TRANSFERS THE RISKS TO THE CUSTOMER, THE LATTER UNDERTAKES, IN HIS CAPACITY AS CUSTODIAN AND BY VIRTUE OF THE RETENTION OF TITLE CLAUSE, TO TAKE OUT AN INSURANCE POLICY WITH A COMPANY OF HIS CHOICE AS SOON AS THE CONTRACT IS SIGNED, COVERING THE RISKS OF LOSS, THEFT, DETERIORATION OR DESTRUCTION OF THE GOODS. OF COOL CONCEPT. COOL CONCEPT UNDERTAKES TO DELIVER PRODUCTS THAT COMPLY WITH THE LEGISLATIVE AND REGULATORY PROVISIONS IN FORCE, AS WELL AS WITH ANY APPLICABLE TECHNICAL STANDARDS, AND TO ADVISE THE CUSTOMER TO THE BEST OF ITS ABILITY, SUBJECT TO THE INFORMATION AND DATA PROVIDED BY THE CUSTOMER. UNDER NO CIRCUMSTANCES WILL COOL CONCEPT BE HELD RESPONSIBLE FOR ANY ERRORS IN THE DRAWINGS OR OTHER INFORMATION SUPPLIED BY THE CUSTOMER. AS ALL TRANSPORT, CUSTOMS, INSURANCE AND HANDLING OPERATIONS ARE DEEMED TO BE THE RESPONSIBILITY OF THE CUSTOMER, COOL CONCEPT CANNOT BE HELD LIABLE IN ANY WAY WHATSOEVER IN THE EVENT OF DAMAGE, BREAKAGE, DETERIORATION, LOSS, ETC. DURING TRANSPORT. IF SHIPMENT IS MADE BY COOL CONCEPT, IT WILL BE MADE CARRIAGE FORWARD AT THE LOWEST RATES.

8. RETENTION OF TITLE.

COOL CONCEPT RETAINS FULL OWNERSHIP OF THE GOODS ORDERED, EVEN IF THEY HAVE ALREADY BEEN PROCESSED OR RESOLD, UNTIL FULL AND EFFECTIVE PAYMENT OF THE PRICE AGREED WITH THE CUSTOMER, BOTH IN PRINCIPAL AND IN ACCESSORIES, ANY CLAUSE TO THE CONTRARY BEING DEEMED UNWRITTEN. BY EXPRESS AGREEMENT, COOL CONCEPT MAY ENFORCE ITS RIGHTS UNDER THE PRESENT CLAUSE AGAINST ALL PRODUCTS IN THE CUSTOMER’S POSSESSION, WHICH ARE PRESUMED TO BE UNPAID. COOL CONCEPT MAY THEREFORE TAKE THEM BACK OR CLAIM THEM AS COMPENSATION FOR ALL ITS UNPAID INVOICES, WITHOUT PREJUDICE TO ITS RIGHT TO TERMINATE SALES IN PROGRESS, AND THE CUSTOMER UNDERTAKES TO INFORM COOL CONCEPT IMMEDIATELY OF ANY ACTION BY A THIRD PARTY WHICH HAS THE EFFECT OF INFRINGING COOL CONCEPT’S RIGHT OF OWNERSHIP. IN THE EVENT OF RESALE OF THE PRODUCTS BEFORE FULL PAYMENT HAS BEEN MADE, THE SALE BETWEEN COOL CONCEPT AND THE CUSTOMER IS AUTOMATICALLY CANCELLED AND THE GOODS TRANSFERRED ARE DEEMED TO HAVE BEEN SOLD ON BEHALF OF COOL CONCEPT. COOL CONCEPT’S RIGHT TO RECLAIM THE GOODS SHALL BE EXERCISED WITHOUT PREJUDICE TO ANY OTHER LEGAL AND/OR CONTRACTUAL DAMAGES OR RIGHTS (E.G. RESCISSION OR COMPULSORY EXECUTION OF THE CONTRACT) AND SHALL BE EXERCISED BY SENDING A REGISTERED LETTER TO THE CUSTOMER, THE RETURN OF THE GOODS BEING AT THE CUSTOMER’S EXPENSE AND RISK. SHOULD COOL CONCEPT DECIDE TO CANCEL THE SALE, THE CUSTOMER WILL BE REQUIRED TO PAY A LUMP SUM EQUAL TO 30% OF THE TOTAL AMOUNT OF THE CONTRACT (PRINCIPAL AND ACCESSORIES) BY WAY OF DAMAGES, WITH ALL SUMS ALREADY RECEIVED BY COOL CONCEPT BEING RETAINED IN ANY CASE.

9. DETERIORATION IN THE CUSTOMER’S SITUATION.

IF THE CUSTOMER’S SITUATION DETERIORATES, AS CONFIRMED BY A FINANCIAL OR CREDIT-INSURANCE INSTITUTION, OR IF THE CUSTOMER’S SITUATION DIFFERS FROM THE DATA MADE AVAILABLE TO COOL CONCEPT, DELIVERY WILL ONLY BE MADE IN RETURN FOR ADVANCE PAYMENT ON A PRO FORMA INVOICE. COOL CONCEPT THEREFORE HAS THE RIGHT TO DEMAND THAT THE CUSTOMER PROVIDE ITS ACCOUNTING DOCUMENTS AT ANY TIME, AND, IN THE EVENT OF REFUSAL, MAY DECLINE THE ORDER(S) PLACED WITHOUT THE CUSTOMER BEING ABLE TO CLAIM AN UNJUSTIFIED REFUSAL TO SELL OR CLAIM ANY COMPENSATION WHATSOEVER. FURTHERMORE, IF THE CUSTOMER’S BUSINESS OR A SIGNIFICANT PART OF ITS ASSETS OR EQUIPMENT IS THE SUBJECT OF A SALE, ASSIGNMENT, PLEDGE, ETC., COOL CONCEPT RESERVES THE FULL RIGHT TO DECLARE THE CUSTOMER’S ORDER IN ARREARS; TO SUSPEND ALL SHIPMENTS; TO CANCEL ALL OUTSTANDING ORDERS AND TO RETAIN ANY ADVANCE PAYMENTS RECEIVED, PRODUCTS AND SUPPLIES HELD, UNTIL FULL PAYMENT AND DETERMINATION OF ANY INDEMNITY.

10. CONFIDENTIALITY INTELLECTUAL PROPERTY REFERENCE.

THE CUSTOMER ACKNOWLEDGES THAT ALL INFORMATION, DATA, TECHNICAL FORMULAS, CONCEPTS, ETC. OF WHICH HE MAY BECOME AWARE IN THE COURSE OF THE CONTRACT ARE STRICTLY CONFIDENTIAL, BOTH DURING AND AFTER ITS EXECUTION, AND IS LIABLE FOR THE APPLICATION OF THIS CLAUSE TO HIS EMPLOYEES, INTERMEDIARIES AND AGENTS AS WELL AS TO HIMSELF. HE ACKNOWLEDGES THAT COOL CONCEPT REMAINS THE SOLE AND EXCLUSIVE OWNER OF ALL INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS AND KNOW-HOW ATTACHED TO THE DOCUMENTS, DATA, ETC. PROVIDED TO THE CUSTOMER, AND UNDERTAKES TO RETURN THEM ON FIRST REQUEST. THE CUSTOMER ACCEPTS THAT COOL CONCEPT MAY RESTRICT ACCESS TO ITS FACILITIES OR THOSE OF ITS SUPPLIERS. THE TECHNICAL AND TECHNOLOGICAL RESOURCES AND KNOW-HOW USED IN THE DESIGN OF COOL CONCEPT EQUIPMENT, AS WELL AS STUDIES, DOCUMENTS OF ALL KINDS, ETC., REMAIN THE EXCLUSIVE PROPERTY OF FINANCIERE TRIO, THE PARENT COMPANY, WHETHER OR NOT THEY ARE PROTECTED BY INTELLECTUAL PROPERTY RIGHTS. CONSEQUENTLY, ALL DOCUMENTS, PROTOTYPES, SAMPLES, ETC., ARE PROVIDED TO THE CUSTOMER, WHETHER FREE OF CHARGE OR IN RETURN FOR PAYMENT, ONLY AS A LOAN FOR THE EXCLUSIVE USE OF THE CUSTOMER IN ESTABLISHING THE ORDER, WHETHER OR NOT UNDER A SEPARATE AVAILABILITY AND/OR CONFIDENTIALITY AGREEMENT FORMING AN INTEGRAL PART OF THESE CGV, AND MAY NOT BE USED BY THE CUSTOMER FOR ANY OTHER PURPOSE WITHOUT INCURRING THE CUSTOMER’S LIABILITY. THE CUSTOMER AUTHORIZES COOL CONCEPT TO MENTION IT IN ITS REFERENCES AND TO REPRODUCE THE PRODUCTS COVERED BY THE ORDER ON ALL MEDIA FOR ADVERTISING PURPOSES, WITHOUT ANY RESTRICTION, PARTICULARLY IN THE CONTEXT OF IMAGE RIGHTS.

11. NON-SOLICITATION

DURING THE PERFORMANCE OF A CONTRACT AND FOR A PERIOD OF SIX (6) MONTHS AFTER ITS TERMINATION, THE CLIENT SHALL REFRAIN FROM SOLICITING OR ENGAGING A MEMBER OF THE COMPANY’S STAFF WHO HAS RESPONSIBILITIES RELATED TO THE PERFORMANCE OF THE CONTRACT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.

12. TERMINATION

IF THE CLIENT FAILS TO COMPLY WITH ANY OF THE TERMS HEREIN, COOL CONCEPT MAY TERMINATE THE CONTRACT AUTOMATICALLY AFTER A 15-DAY NOTICE PERIOD, FOLLOWING A SIMPLE REMINDER THAT REMAINS UNANSWERED. THIS TERMINATION SHALL BE WITHOUT PREJUDICE TO OTHER PROVISIONS HEREIN, INCLUDING THE OFFER TO PAY AND EXECUTE AFTER TERMINATION, PAYMENT OR EXECUTION AFTER THE ALLOTTED TIME, AND SHALL NOT REMOVE THE RIGHT TO DECLARE OR MAINTAIN THE TERMINATION.

13. INTEGRITY OF THE CONTRACT – WAIVER – INTERPRETATION

IF ANY PROVISION OF THESE TERMS AND CONDITIONS IS DECLARED NULL OR DEEMED UNWRITTEN, ALL OTHER PROVISIONS SHALL REMAIN APPLICABLE AND CONTINUE TO HAVE FULL EFFECT. THE FAILURE OF COOL CONCEPT TO ENFORCE ANY PROVISION HEREOF SHALL NOT BE CONSIDERED A WAIVER OF ITS RIGHT TO ENFORCE SUCH PROVISION IN THE FUTURE. THE INTERPRETATION AND VALIDITY OF ANY CONTRACT SHALL BE GOVERNED BY THE FOLLOWING DOCUMENTS, IN DECREASING ORDER OF HIERARCHY: TERMS AND CONDITIONS, ORDER FORM, ORDER FORM ACKNOWLEDGEMENT, INVOICE, DELIVERY SLIP.

14. FORCE MAJEURE

THE PARTIES SHALL NOT BE HELD LIABLE IF NON-EXECUTION OR DELAY IN THE EXECUTION OF ANY OF THEIR OBLIGATIONS, AS DESCRIBED HEREIN, IS CAUSED BY A FORCE MAJEURE EVENT, AS DEFINED UNDER ARTICLE 1218 OF THE FRENCH CIVIL CODE. A FORCE MAJEURE EVENT SHALL INCLUDE ANY CIRCUMSTANCE BEYOND THE PARTIES’ CONTROL THAT CANNOT BE REASONABLY FORESEEN, AVOIDED, OR OVERCOME, PROVIDED THAT ITS OCCURRENCE MAKES THE PERFORMANCE OF OBLIGATIONS COMPLETELY IMPOSSIBLE, AFFECTS ORDER EXECUTION OR THE CONTRACTUAL BALANCE (E.G. NATURAL CATASTROPHES, SUBSTANTIAL PRICE INCREASE OF RAW MATERIALS, VARIATION IN CUSTOMS DUTIES, ARMED CONFLICTS, LABOR DISPUTES, CHANGES IN REGULATIONS, FAILURE OF A SUBCONTRACTOR, MACHINERY BREAKDOWN, ETC.). THE MOST DILIGENT PARTY SHALL INFORM THE OTHER PARTY WITHOUT DELAY BY ANY MEANS, AND BOTH PARTIES AGREE TO NEGOTIATE IN GOOD FAITH ANY NECESSARY MODIFICATIONS TO ENSURE THE CONTINUITY OF THE CONTRACTUAL COMMITMENTS. HOWEVER, IF THIS IMPOSSIBILITY LASTS FOR MORE THAN 3 MONTHS, THE MOST DILIGENT PARTY MAY TERMINATE THE CONTRACT IN WRITING WITHOUT INCURRING LIABILITY AND WITHOUT GIVING RISE TO ANY CLAIM OR COMPENSATION FROM THE OTHER PARTY. AMOUNTS ALREADY RECEIVED BY COOL CONCEPT SHALL REMAIN IRREVOCABLY ACQUIRED.

15. PERSONAL DATA PROTECTION

COOL CONCEPT COMMITS TO PROTECTING YOUR PERSONAL DATA. ALL COLLECTED DATA ARE HANDLED WITH STRICT CONFIDENTIALITY. IN COMPLIANCE WITH THE EUROPEAN REGULATION OF MAY 25, 2018, THE CLIENT HAS THE RIGHT TO ACCESS, RECTIFY, DELETE, AND PORT HIS/HER DATA, WHICH CAN BE EXERCISED BY CONTACTING THE DATA PROCESSING MANAGER AT THE COOL CONCEPT HEADQUARTERS ADDRESS. PERSONAL DATA COLLECTED FROM CLIENTS IS SUBJECT TO COMPUTER PROCESSING BY COOL CONCEPT. IT IS RETAINED TO ENSURE THE PERFORMANCE OF ORDERS AND ANY APPLICABLE WARRANTIES. THESE DATA ARE ALSO STORED FOR SECURITY PURPOSES AND TO COMPLY WITH LEGAL AND REGULATORY OBLIGATIONS. COOL CONCEPT IS THE DATA CONTROLLER. ACCESS TO PERSONAL DATA WILL BE STRICTLY LIMITED TO EMPLOYEES OF THE DATA CONTROLLER WHO ARE AUTHORIZED TO PROCESS THEM DUE TO THEIR FUNCTIONS. THE COLLECTED INFORMATION MAY BE DISCLOSED TO THIRD PARTIES LINKED TO THE COMPANY BY CONTRACT FOR THE PERFORMANCE OF SUBCONTRACTED TASKS, WITHOUT THE CLIENT’S CONSENT BEING REQUIRED.

IN THE PERFORMANCE OF THEIR SERVICES, THIRD PARTIES ONLY HAVE LIMITED ACCESS TO THE DATA AND ARE OBLIGED TO USE IT IN ACCORDANCE WITH APPLICABLE DATA PROTECTION LEGISLATION. EXCEPT AS STATED ABOVE, COOL CONCEPT PROHIBITS SELLING, RENTING, ASSIGNING, OR GRANTING ACCESS TO THIRD PARTIES WITHOUT THE CLIENT’S PRIOR CONSENT, UNLESS REQUIRED BY A LEGITIMATE REASON.

16. LANGUAGE – COMPETENT COURT

THESE TERMS AND CONDITIONS, AS WELL AS ANY CONTRACTUAL RELATIONSHIP REGARDING THE PRODUCTS SOLD BY COOL CONCEPT, ARE GOVERNED EXCLUSIVELY BY LUXEMBOURG LAW, THIS CLAUSE BEING DETERMINATIVE OF COOL CONCEPT’S COMMITMENT. PRIOR TO ANY LEGAL ACTION, THE PARTIES AGREE TO SEEK AN AMICABLE RESOLUTION. FAILING THIS, ANY DISPUTE SHALL FALL UNDER THE EXCLUSIVE JURISDICTION OF THE LUXEMBOURG COMMERCIAL COURT, WITH NO DOCUMENTS HAVING THE EFFECT OF CHANGING OR DEROGATING FROM THIS JURISDICTIONAL CLAUSE.