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TERMS OF USE AND GENERAL SALES

PREAMBLE
The EUROPEAN SOURCING Website (hereinafter referred to as “the Website”, “the Website” or “the EUROPEAN SOURCING Website”), accessible at www.europeansourcing.com, is edited and administered by SARL EUROPEAN SOURCING, a limited liability company with a capital of €350,000, registered with the RCS d’Agen under number B 443 053 251, whose registered office is Agropole Alphagro at – 47310 ESTILLAC, in the person of its manager, Mr. Bernard LAVAC IGNE, domiciled in its own right at that registered office, hereinafter referred to as “the Service Provider” or “EUROPEAN SOURCING”.

The EUROPEAN SOURCING website is an online exhibition in “BtoB” (understood as the technical and software architecture for connecting businesses), dedicated to the advertising object, promotional textile and business gift sectors, both at national and European level, and accessible at www.europeansourcing.com.

Through the Website, the Service Provider offers each Exhibitor who wishes to do so a separate online stand, from which the latter can directly carry out the promotion of its Products.

Also, the Website offers to each Identified Reseller in the advertising object, promotional textile and business gift sectors, having previously registered on the Website and whose registration has been accepted by EUROPEAN SOURCING, the possibility to browse the Website free of charge by having access only to a part of the Products Database offered by the Exhibitors, or by paying an annual Subscription, to become a Member Reseller and thus to access the entire Exhibitors Products Database on the Website.

The intervention of the Service Provider, through the Site, therefore amounts to a simple intermediary service, under which Exhibitors and Resellers are free to come into contact with one another.

By using the Website, the User accepts without reservation the Terms of Use and General Terms of Sale of the Website, which govern the relationship between the Website and the User.

EUROPEAN SOURCING reserves the right to modify or adapt at any time and without prior notice these Terms of Use and General Terms of Sale, in particular to bring them into conformity with the legal and regulatory provisions. The User is therefore invited to consult them regularly, and in particular before any subscription of a Subscription.

However, the Terms of Use and General Terms of Sale applicable to each Subscription subscribed will be those in force on the day of the final validation of the Subscription by the Service Provider.

DEFINITIONS
For the purposes of this Agreement, each of the following expressions shall have the meanings assigned to it hereunder:

1/ “The Site” or “the Website” means the EUROPEAN SOURCING Website, accessible at www.europeansourcing.com.

2/ “The Service Provider” designates the company EUROPEAN SOURCING, designer and administrator of the Website.

3/ “Exhibitor” means the professional legal person of the advertising object, promotional textile and business gift, having the capacity to contract, and having wished to have an online stand on the Website to promote its Products there.

4/ “Le Stand en ligne” designates, within the Website, the online space specific to the Exhibitor, dedicated to the promotion of its Products.

5/ “The Visitor” means the person coming to consult the homepage of the Website.

6/ “Identified Reseller” means the professional legal entity of the advertising object, promotional textile and business gift, having the capacity to contract, and having requested and obtained the benefit of opening an account “Identified Reseller” for free access to the Website, limited to a part of the Product Database.

7/ “Member Reseller” means the professional legal entity of the advertising object, promotional textile and business gift, having the capacity to contract, and having subscribed to an annual Subscription for paid access to the Website and to its entire Product Database.

8/ “Subscription” means the annual service subscribed by a reseller with a view to becoming a Member Reseller, and thus have access to the entire Product Database of the Site.

9/ “The Reseller” means the Identified Reseller and the Member Reseller.

10/ “The User” means the Identified Reseller, the Member Reseller and the Exhibitor.

11/ “Products” means all products promoted on the Site.

12/ “The Products Database” means all information relating to the Products promoted on the Site.

GENERAL TERMS AND CONDITIONS OF SALE

These General Conditions of Sale apply in the relations between the Service Provider and the Member Reseller.

Article 1 – Subject matter
These General Terms and Conditions of Sale constitute the sole basis of commercial negotiation between the Parties and establish the contractual conditions applicable to any subscription by a professional legal person of the advertising object, promotional textile and business gift, having the capacity to contract, a Subscription for the purpose of accessing the status of Member Reseller, and thus to be able to consult the complete Product Sheets online on the Site.

These General Conditions of Sale define exhaustively all the rights and obligations between the Service Provider and the Reseller Member of the Website.

All the terms and conditions of the sale between the Service Provider and the Member Reseller are governed by these General Conditions of Sale and are applicable at all stages of the said sale.

The Reseller Member of the Website acknowledges, prior and expressly to the subscription of any Subscription, to have read and accept without reservation these General Terms and Conditions of Sale.

Article 2 – Subscription
The subscription of a Subscription allows any professional legal person of the advertising object, promotional textile and business gift, having the capacity to contract, to become a Member Reseller, and thus to access, throughout the duration of the Subscription, the entire Exhibitors Products Database present on the Website.

Article 3 – Terms of Subscription
3-1 Languages
The languages available for the subscription of a Subscription on the Website by any professional legal person of the advertising object, promotional textile and business gift, having the capacity to contract, are French, English, German, Italian and Spanish.

3-2 Identification
The Member Reseller creates its User account by following the instructions on the page opened by clicking on the “I subscribe” hyperlink.

The Member Reseller must first certify that it is a “Reseller of Advertisements and Business Gifts.” He must then provide the personal information allowing to identify him, by filling in the following fields: corporate name and/or commercial name, name, first name and email of the legal representative of the company, telephone, fax, website, full postal address, intra-Community VAT number, password and billing address. Finally, he must accept these Terms of Use and General Terms of Sale, and proceed to the payment of his Subscription under the conditions stipulated in article 4 of these General Terms of Sale. The Member Reseller User Account will only be created and take effect upon receipt of payment by the Provider.

The opening of a User account and the subscription of a Subscription for a Member Reseller provides the latter with paid access to the Website, extended to the entire Product Database.

3-3: Subscription Order
The price of the Subscription is the one indicated on the Website on the day of its subscription.

Any subscription to a Subscription by a Member Reseller shall constitute unqualified acceptance of the price.

The Member Reseller having chosen to subscribe, can proceed to finalize its subscription, by clicking on the tab “Confirm my Subscription”.

To complete and validate the subscription of the Subscription, the Member Reseller must enter the various information necessary for its payment.

The subscription of the Subscription shall be considered final and shall be binding on the Parties only upon payment of the Subscription price by the Member Reseller.

The Member Reseller’s validation of the subscription to the Subscription constitutes an electronic signature which, between the Parties, has the same value as a handwritten signature.

When the Member Reseller has validated the subscription of its Subscription, it is registered by the Provider as Member Reseller.

Unless proven otherwise, the data recorded by the Service Provider, under normal security conditions, constitute proof of all the elements relating to the subscription of the Subscription, in particular as regards its nature, its content, its price and its date.

Article 4 – Payment
4-1 Amount of payment
The total amount of payment due by the Member Reseller, including processing fees and charges, shall be indicated at the time of the final validation of the subscription.

4-2 Methods of payment
The Member Reseller may pay for its Subscription by the following payment methods:

  • By online payment;
  • By check payable to: EUROPEAN SOURCING;
  • By transfer to the following account:
    . RIB: Bank: Société Générale – 47000 AGEN (France);
    . SWIFT Code: SOGEFRPP AGE;
    . FR76 30003 00010 00020045567 IBAN Code: 91.

The Subscription will only take effect upon receipt of full payment by the Provider.

In accordance with the regulations in force, the Provider does not keep the bank details relating to the Member Reseller. It is therefore up to the Member Reseller to register and print the payment certificate if it wishes to keep the banking details of the transaction.

4-3 Change in tariff
The Service Provider reserves the right to change the amount of the Subscription subject to prior notification at least one month before the actual date of the changes in rates.

Article 5: Duration of the service
5-1 Term of Subscription
The Subscription is subscribed for a period of 1 (one) year, tacitly renewable for a period of the same duration.

Termination of the Subscription Agreement may only take place by registered letter sent by the Reseller to the Service Provider at least 2 (two) months before the anniversary date of the Agreement.

5-2 Subscription starting point
The Subscription will only take effect upon receipt of the payment, as evidenced by the bank’s receipt of the payment.

Upon receipt of the payment, and in conjunction with the entry into effect of the Subscription, the Provider will unblock the access of the Member Reseller, through its User account, to the entire Product Database of the Site.

Article 6 – Right of withdrawal
6-1 Purpose of the right of withdrawal
In accordance with the provisions of Article L. 121-20 of the Consumer Code, the Member Reseller has the right to withdraw from the offer within 14 (fourteen) days from the acceptance of the offer.

When this period expires on a Saturday, Sunday or public or non-working day, it shall be extended until the first following working day.

6-2 Modalities
Prior to any withdrawal, the Member Reseller shall inform the Service Provider by e-mail addressed to commerciale@europeansourcing.com.

The Member Reseller will be reimbursed by the means of payment chosen by the Service Provider, and will take place within 30 days following the date of exercise of its right of withdrawal.

The Member Reseller’s refund will include all amounts paid for the purchase of the Subscription (purchase price including the cost of processing the order).

Article 7 – Termination
In the event of any of the Parties failing to comply with any of their obligations, the Contract may be terminated automatically and the status of Reseller Member (and correspondingly access to the entire Exhibitor Products Database on the Website) to be deleted by the Service Provider after the expiration of a period of 15 (fifteen) days from the notification of such failure by registered letter with acknowledgement of receipt which has remained ineffective.

In the event of termination of the Contract by the Service Provider, the latter is not obliged to refund any money.

In the event of unilateral termination by the Member Reseller, the price paid by the Member Reseller shall remain vested in the Service Provider as a lump sum compensation, without prejudice to any other action which it may be entitled to bring as a result against the Member Reseller.

Article 8 – Liability
The Service Provider is obliged to his Client by an obligation of simple means and not of result.

The Service Provider cannot be held liable in the event that the non-performance or poor performance of an obligation is the result of a third party to the contract, or results from an event of force majeure, as defined by the rules and case-law of the French Courts.

In addition, the Service Provider cannot be held liable for damages of any kind, whether tangible or intangible, direct or indirect, which may result from misuse of the service by the Member Reseller.

In the event of an order by the Member Reseller for a Product of an Exhibitor, the Service Provider will be considered as a third party to the sale, and therefore cannot be held responsible for any dispute between the Member Reseller and the Exhibitor.

Article 9 – Full Terms and Conditions of Sale
In the event that one of the clauses of these General Conditions of Sale is declared illegal or unenforceable, by a change of law, or by a court decision that has become final, the nullity or unenforceability is strictly limited to this clause, and in no case affects the validity of the other stipulations of these General Conditions.

Article 10 – Non-surrender
The failure by the Service Provider to apply one of the stipulations of these General Conditions of Sale does not mean that it waives its right to invoke them at any time and does not affect the validity of all or part of these General Conditions of Sale.

Article 11: Applicable law and disputes
These General Terms and Conditions of Sale, as well as all contractual relationships that may result from them, are subject to French legislation, regardless of the place of supply.

In the event of a dispute between the Member Reseller and the Partner, the Parties undertake to seek an amicable solution, before taking any legal action.

Failing agreement on an amicable solution, any action must be brought before the Courts of Bordeaux, which will have exclusive jurisdiction, regardless of the place of performance, and this notwithstanding any clause to the contrary.

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