These General Terms and Conditions of Sale (GTCS) apply without restriction, ipso jure, to all products and/or supplies and/or services ("the products") offered for sale by Provost DISTRIBUTION ("Provost") and form the basis of commercial negotiation. They take precedence over any other document issued by the Customer (e.g., CGA, Charters, etc.) or Provost (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 without reservation by the Customer as soon as an order is placed, any deviation from the present terms and conditions being subject to express agreement between the Parties. Any other document (e.g. samples, prospectuses, notices, quotations, photos, etc.) is provided for information purposes only and does not constitute a contractual document binding Provost, which may therefore withdraw or modify them without giving rise to any right to compensation on the part of the Customer. These points are decisive for Provost's consent.

1. THE ORDER.

By accepting the GTC, the Customer expressly acknowledges having been fully and exhaustively informed and advised by Provost, which is therefore irrevocably deemed to have fully met its obligations, regarding the products in the range, in particular those which are the subject of the Customer's order. In its capacity as an informed professional, the Customer is deemed to be fully aware of all legal standards and/or technical constraints relating to the pursuit of its activity and undertakes to inform Provost exhaustively of any information likely to have a direct or indirect impact on its order and its requirements. Failing this, Provost cannot be held liable in any way whatsoever.
By order, we mean any order relating to the products listed in Provost's price list and accepted by Provost. It is deemed irrevocably accepted by the Customer upon issuance of an acknowledgement of receipt of order by Provost and can therefore no longer be the subject of a cancellation or modification without the express agreement of Provost, which may not follow up without this giving rise to any right to compensation for the benefit of the Customer. However, Provost 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. 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 acknowledgement of receipt of the order form. They are calculated net and without discount, and correspond exclusively to the products that are the subject of the order. They exclude taxes and customs duties, are unpacked, ex works and do not include assembly. The prices established at the time of order are based on the price list or those indicated in the Provost catalog, excluding transport costs and exceptional circumstances inherent in the execution of the order.
Payment is made according to the following terms: 30% of the amount of the order when the order is placed; 40% of the amount of the order when the product is delivered; the balance of the amount of the order when the product is received. For all orders of less than €100 excluding VAT, and/or for all first orders, and/or for all customers with a previous delay in payment, payment shall be made in cash, before delivery of the goods. If a payment term for invoices is agreed by Provost, it may not exceed 60 days net from the date of issue of the invoice, or by contractual derogation, 45 days end of month from the date of issue of the invoice, in accordance with Article L441-10 of the French Commercial Code resulting from Ordinance 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, by bank cheque to Provost's head office, on the contractually agreed dates, which cannot be unilaterally called into question by the Customer, on any pretext whatsoever. Payment is deemed to have been made upon actual receipt of the price, the delivery of any document recognizing an obligation to pay not constituting actual payment (any bill of exchange must be accepted in advance). 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 GCS as an international police law, the absence of presentation or approval resulting in the impossibility for the customer to invoke the order against Provost (e.g.: for challenges relating to any defects in compliance with the specifications), the Customer nevertheless remaining bound towards third parties in the chain to perform its contractual obligations.

3. LATE PAYMENT INCIDENTS 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 shall give rise ipso jure to a fixed indemnity for compensation of collection costs, set at €40, from the day following the invoice due date; this indemnity shall be added to the late payment penalties payable without the need for a reminder. Penalties run from the day following the due date shown on the invoice. The interest rate applied to late payment penalties is equal to the ECB rate for its most recent financing operation, increased by 10 percentage points, and Provost may automatically declare that the term of the order has expired, all sums payable by Provost becoming 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 costs of collecting the debt remaining the sole responsibility of the Defaulting Customer. Provost also reserves the right to suspend or cancel any current order 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.

4. 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 at the top of the order form. Provost is responsible for transporting the products, and the transfer of risks to the Customer will thus take place upon receipt of the products. Unloading of the products is the responsibility of the Customer, who must provide the means to do so (rental 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 Provost. In the latter case, the risks are transferred to the Customer as soon as the goods are loaded into the transport vehicle. Delivery may be split into several stages depending on the progress of the installation work and in accordance with the specifications and schedules negotiated with the Customer, the latter then providing Provost with a suitable storage area in the installation zone. In the event of delivery being postponed by the Customer and/or its prime contractor beyond the deadline for making the equipment available, the entire resulting additional cost will be borne exclusively by the Customer in accordance with an additional invoice. In addition, defects and deterioration of delivered products resulting from abnormal storage and/or conservation conditions at the Customer's premises do not entitle the Customer to the warranty owed by Provost. In the event that the product is destined for a sub-purchaser, the Customer undertakes to provide the sub-purchaser with all relevant information and to maintain the traceability of the product until delivery to the sub-purchaser. In all cases, Provost will be released from all its contractual obligations by operation of law, in particular in the event of failure to provide an appropriate space for receiving the order.
The 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 a consequential one, may give rise to any right to compensation, nor 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 Provost's employees, Provost will endeavor, within the framework of an obligation of means, to respect the announced intervention schedule. Any modification by the Customer of the terms and/or schedule shall entitle Provost to the payment of penalties set at 10% of the total amount of the order. Acceptance of the product is declared once the installation has been commissioned. Packaging used by Provost is neither returnable nor refundable, and the Customer is solely responsible for the management and disposal of waste and packaging in compliance with applicable standards, and will assume the costs thereof.

5. RETURN POLICY.

In addition to the warranties provided for in our General Terms and Conditions of Sale, the Customer has a right of return of 30 calendar days from the date of delivery of the product, when defects have been detected at the time of delivery.
In accordance with the Provost DISTRIBUTION CGV, any delivery that is contested during this period must be the subject of significant and complete written reservations on the delivery slip at the time of delivery or by any written means during the return period. Failing this, the delivery will be considered as irrevocably accepted by the customer. All reservations must be accompanied by documentary evidence.
No return may be made without the prior and express agreement of Provost DISTRIBUTION, the costs and risks of return remaining the exclusive responsibility of the Customer.

6. CONFORMITY GUARANTEES.

PROVOST DISTRIBUTION undertakes to deliver a product in conformity with 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 and logistics. This verification is valid, except in the case of observations justifying claims, as recognition of the absence of apparent defects and the conformity of the order. Any delivery that has not been the subject of significant and complete written reservations on the delivery slip at the time of delivery, a copy of which will be simultaneously sent to PROVOST, will be considered as irrevocably accepted by the customer, acceptance without reservation covering any apparent defect and/or shortage. All reservations must be accompanied by documentary evidence, and no returns may be made without the prior and express agreement of PROVOST, the costs and risks of return remaining the exclusive responsibility of the Customer. No claim can be validly accepted in the event of non-compliance with these formalities by the Customer. It is the Customer's responsibility to put in place the necessary security measures, in particular according to the specificity of the stored products for which he is responsible, and to respect the instructions for use in order to obtain full satisfaction from PROVOST's equipment. In the event that PROVOST accepts the reservation, the Customer may only request the replacement of non-conforming elements and/or the addition to be made to make up for the missing elements, at PROVOST's expense, to the exclusion of any other request (payment of labor, compensation, resolution, etc.).

PROVOST's liability is exclusively limited to direct material damage caused to the Customer resulting from faults attributable to PROVOST in the execution of the order, the Customer agreeing to waive and to have its insurers waive any recourse against PROVOST and its insurers. In all cases, these warranties are excluded for defects resulting from abnormal adaptation and/or assembly 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 use of the products and supplies in relation to the Customer's specifications and/or PROVOST's specifications; in the event of use, even temporary, abnormal, atypical or non-conforming to the product's intended use or to the rules of the trade, PROVOST's recommendations, handling, storage or transport conditions, incorrect operation, deliberate deterioration, modification or repair of equipment by anyone other than a technician approved by PROVOST, in the event of loss of product traceability by the Customer; non-payment by the Customer of any sum whatsoever due to PROVOST, 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, are exclusive of any other penalty and/or indemnity and may not exceed the total amount of the order.

7. CUSTOMER'SRESPONSIBILITY.

The Customer warrants that, at the time of the order, the content of the data it transmits (e.g. specifications, plans, etc.) does not infringe the intellectual or industrial property rights or know-how held by a third party, that it may therefore freely dispose of such data and, in this respect, guarantees Provost against any action and/or condemnation that may be brought against it in this respect. The customer acknowledges that he/she alone is responsible for the use of the product under normal conditions of use, in accordance with the legislation in force at the time and place of use, as well as with the best practices of his/her profession, which he/she 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 Provost 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 its sole responsibility, the floors and foundations on which the installation of the Provost equipment will be carried out; it undertakes in particular to check or have checked that they comply with the tolerances required by Provost and are of a strength capable of supporting the work and maximum loads and to inform Provost, at the time of the order, of any standards applicable to its own professional field, in particular to the products stored. As the delivery of the equipment transfers the risks to the Customer, the latter undertakes, in his capacity as custodian and by virtue of the reservation of title clause, to take out an insurance contract with a company of his choice as soon as the contract is signed, guaranteeing the risks of loss, theft, deterioration or destruction of the goods.
From Provost. Provost undertakes to deliver products that comply with the legislative and regulatory provisions in force, as well as with the various technical standards that may be applicable, and to advise the Customer to the best of its ability, subject to the information and data provided by the Customer. Under no circumstances may Provost be held liable for errors in plans or other elements transmitted by the customer. As all transport, customs, insurance and handling operations are deemed to be the responsibility of the Customer, Provost shall in no event be held liable in any way whatsoever in the event of damage, breakage, deterioration, loss, etc. during transport. If shipment is made by Provost, it will be made carriage forward at the lowest rates.

8. RETENTION OF TITLE CLAUSE.

Provost retains full ownership of the items 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, Provost may enforce its rights under this clause against all of its products in the Customer's possession, the latter being presumed to be those unpaid. Provost 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 further undertakes to immediately inform Provost of any action by a third party having the effect of infringing Provost's right of ownership. In the event of resale of the products before full payment, the sale between Provost and the Customer is automatically cancelled and the goods transferred are deemed to have been transferred on behalf of Provost. Provost's right of reclamation is exercised without prejudice to any other legal and/or contractual damages or rights (e.g. termination or compulsory execution of the contract) and is effected by registered mail addressed to the Customer, with the return of the equipment being effected at the Customer's expense and risk. In the event that Provost opts 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 Provost being retained in any event.

9. DETERIORATION OF THE CUSTOMER'S SITUATION.

If the Customer's situation deteriorates, as confirmed by a financial institution or credit insurance company, or if the Customer's situation differs from the data made available to Provost, delivery will only take place in return for an advance payment on a pro forma invoice. Provost will therefore be entitled 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 argue an unjustified refusal to sell or claim any compensation. In addition, if the customer's business or a significant part of its assets or equipment is sold, transferred, pledged, etc., Provost reserves the right to declare that it is in default of payment; to suspend all shipments; to cancel all outstanding orders and to retain any advance payments received, products and supplies held, until full payment has been made and any compensation has been fixed

10. CONFIDENTIALITY INTELLECTUAL PROPERTY REFERENCE.

The Customer acknowledges the strictly confidential nature, during and after the performance of the contract, of all information, data, technical formulas, concepts, etc. of which it may become aware in connection with the contract and is liable, by application of the present clause, for its employees, intermediaries and agents as well as for itself. The Customer acknowledges that Provost 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. Furthermore, the Customer accepts that Provost may restrict access to its facilities or those of its suppliers. The technical and technological resources and know-how used in the design of Provost 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, solely for the purpose of enabling the Customer to place an order, whether or not under a separate availability and/or confidentiality agreement forming an integral part of these GTC, and may not be used by the Customer for any other purpose without incurring his liability.
The Customer authorizes Provost to mention it in its references and to reproduce the products covered by the Order on all media for advertising purposes, without any restriction, in particular in the context of image rights.

11. RESOLUTION.

In the event of non-compliance by the Customer with any of the present clauses, Provost may terminate the contract by operation of law 15 clear days after the sending of a simple formal notice which has remained without effect, such termination taking place without prejudice to the other provisions hereof, offers to pay and to perform subsequent to the termination, payment or performance after the time allowed, not depriving Provost of the right to declare or maintain the termination incurred.

12. INTEGRITY OF CONTRACT - WAIVER - INTERPRETATION.

If any provision of these GTC is declared invalid or unwritten, all other provisions shall remain in full force and effect. Provost's failure to invoke any of these clauses shall not constitute a waiver of its right to invoke the same clause at a later date.
The interpretation and assessment of the validity of any contract shall be interpreted in accordance with the following documents, in descending order in the hierarchy of norms: GCS, order form, AR of the order form, invoice, delivery note.

13. FORCE MAJEURE.

The Parties shall not be held liable if the non-performance or delay in performance of any of their obligations as described herein is due to force majeure, as defined in article 1218 of the French Civil Code. Force majeure shall mean any event beyond the control of the parties, which they cannot reasonably foresee, nor reasonably avoid or overcome, provided that its occurrence renders the performance of the obligations totally impossible, affects the performance of the order or the contractual balance (e.g. natural disasters, substantial changes in the price of raw materials, changes in customs duties, armed conflicts, labor disputes, changes in regulations, failure of a subcontractor, machine breakdown, etc.). The more diligent Party will inform the other without delay and by any means, the Parties then undertaking to negotiate in good faith any modification made necessary to ensure the continuity of the contractual commitments. However, if this impossibility is longer than 3 months, the more diligent Party may terminate the contract in writing without incurring any liability and without this giving rise to any right of recourse or indemnity to the benefit of the other Party, the sums already received by Provost remaining irrevocably acquired by Provost.

14. PROTECTION OF PERSONAL DATA.

The Parties undertake to comply with the applicable rules on data protection and, in particular, with Law No. 78-17 of January 06, 1978, as amended, known as the "Loi Informatique et Libertés", as well as Regulation (EU) 2016/679 of April 27, 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, known as the "RGPD".

Each of the Parties undertakes to be responsible for compliance with the applicable data protection rules (e.g. register of processing, retention period, information to individuals, transfers outside the EU, etc.) and guarantees the other Party against any control measures that may be taken by the applicable control authority or, where applicable, a third party in the exercise of the Contract.

Provost Distribution may be required to process Customer data (e.g. employee data) as part of the implementation of the service. For any information in this respect, the Customer may consult Provost Distribution's Privacy Policy, which may be accessed at any time on its website provost-racking.com. The Customer undertakes to inform users of this Privacy Policy.

The Parties undertake to cooperate and assist each other in the event of any data breach or legal claim arising in connection with the exercise of the present terms and conditions.

15. LANGUAGE - JURISDICTION.

These GTCS and any contractual relationship concerning products sold by Provost are governed exclusively by French law, this clause being decisive of Provost's commitment. Prior to any legal action, the Parties undertake to seek an amicable settlement. Failing this, any dispute of any nature whatsoever shall be expressly referred to the Tribunal de commerce LILLE METROPOLE, and no document may novate or derogate from this jurisdiction clause.

16. UNIQUE IDENTIFIER IN THE PRODUCERS' REGISTER.

It is specified that PROVOST DISTRIBUTION has a unique identification number in the producers' register, which is as follows: FR013805_10GT0W. This registration number, in application of article L.541-10 of the French Environment Code, attests to PROVOST DISTRIBUTION's compliance with the waste furniture elements sector.