GTC B2B sales platform in Europe

TERMS AND CONDITIONS OF SALE

Article 1^er. Definitions

The terms and expressions hereinafter referred to shall mean, when preceded by a capital letter, for the purposes of the interpretation and performance hereof:

"Order": purchase of Products by the Professional from the Company;

"General Terms and Conditions of Sale" means the general terms and conditions of sale which are the subject hereof;

"Delivery Period": the period between the date of Order Validation and the date of Delivery of the Order to the Professional;

"Delivery Costs": costs incurred by the Company to deliver the Order to the delivery address indicated by the Professional;

"Internet": interconnected global networks enabling computers and servers to communicate using a common communications protocol;

"Delivery": shipment of the Product to the Professional;

"Delivery Method": means any standard or express delivery method available on the Website at the time of the Order;

"Product": a new or used high-tech product offered for sale by the Company on the Website;

"Professional": any professional entity established within the European Union and holding an intra-Community VAT number;

"Publication Manager": the Company;

"Data controller": the Company;

"Website": the Company's website. https://mobidistribution.fr ;

"Company": AVE DISTRIBUTION SARL-S, a simplified limited liability company under Luxembourg law, having its registered office at 3-5 rue d'Arlon, L-8399 Windhof (Koerich), Grand Duchy of Luxembourg, registered in the Luxembourg Trade and Companies Register under number B254203, represented by its manager currently in office;

"Secure payment solution": payment solutions made available on the Website.

Any reference to the singular includes the plural and vice versa.

Article 2. Subject

The purpose of the General Terms and Conditions of Sale is to define the rights and obligations of the Company and the Professional in connection with the online sale of Products offered by the Company to the Professional.

The Company's business is the sale of new and used high-tech products, via a platform exclusively dedicated to Professionals on the MOBI DISTRIBUTION website.

The list of products offered for sale online by the Company can be consulted on the Website at the following address https://mobidistribution.fr

The Company and the Professional agree that their relationship shall be governed exclusively by the General Terms and Conditions of Sale.

The Company reserves the right to modify the General Terms and Conditions of Sale at any time by publishing a new version on the Website. The General Terms and Conditions of Sale are those in force at the date of Order Validation. The Company and the Professional agree that the photos of the Products for sale on the Website have no contractual value.

Article 3. Scope of application

The General Terms and Conditions of Sale apply ipso jure to all Products offered by the Company.

Any creation of an account by the Professional to access the Products implies unreserved acceptance of the General Terms and Conditions of Sale, which take precedence over all other conditions.

The essential characteristics of the Products are available on the Website.

Through the General Terms and Conditions of Sale, the Company communicates to the Professional the information relating to its identity, its postal address and its activities, as well as, where applicable, those relating to legal warranties, the functionalities of the digital content and, where applicable, its interoperability, the existence and terms of implementation of warranties and other contractual conditions.

Article 4. Products

The Company offers for sale premium high-tech devices from American and European telecom operators, as well as used high-tech devices tested and verified by the Company's service provider, also located in the Grand Duchy of Luxembourg.

The Company undertakes to make every effort to supply the Professional with quality Products, tested by qualified professionals. This is an obligation of means.

Article 5. Commencement and Duration

The General Terms and Conditions of Sale come into force on the date of Order Validation as defined in Article 6.

The General Terms and Conditions of Sale remain in force for the duration necessary for the delivery of the Products, until the expiry of the guarantees and obligations owed by the Company and the Professional.

Article 6. Ordering Products

In order to complete the Order, the Professional must follow the following steps:

1. Enter the website address ;

2. Follow the instructions on the Website and, in particular, the instructions required to open a Professional account;

3. Fill in the Order form. In the event of prolonged inactivity during connection, the selection of Products chosen by the Professional before this inactivity may no longer be guaranteed. The Professional is then invited to restart his selection of Products from the beginning;

4. Check Order elements and, if necessary, identify and correct errors;

5. Make a price offer to the Company for each Product selected;

6. Following the Company's agreement, validate the Order and the price ("Order Validation");

7. Follow the instructions of the online payment server to pay the price.

The Professional will then immediately receive electronic confirmation of acceptance of payment for the Order.

The Professional shall also immediately receive an electronic acknowledgement of receipt confirming the Order ("Order Confirmation").

The Professional receives electronic confirmation that the Order has been dispatched.

Delivery will be made to the delivery address indicated by the Professional at the time of the Order.

The Company undertakes to honour the Order only within the limits of available stocks of Products. If the Products are not available, the Company undertakes to inform the Professional.

However, the Company reserves the right to refuse the Order if it is abnormal, placed in bad faith or for any other legitimate reason, and in particular, in the case of an Order deemed too small or when there is a dispute with the Professional concerning the payment of a previous order.

Article 7. Product prices

The Website platform enables Professionals with an account to make price offers on Products offered by the Company. The Professional's account enables him/her to check the status of Products for which an offer has been made, as well as his/her orders for Products.

The price of the Products is exclusive of VAT, as the Professional is subject to VAT and as such benefits from a VAT exemption via the reverse charge system, in accordance with article 43 of the VAT law. Invoices specifically mention the term "reverse charge".

VAT on the margin is a special case, specifically mentioned on the invoice, if the Products are traceable and actually come from individuals located in the European Union, directly purchased by the Company.

Article 8 - Terms of payment

Payment of the price by the Professional is made by one of the following means of payment: bank card, e-carte bleue, etc.

The transaction is immediately debited from the Professional's bank card after verification of the card details, and upon receipt of debit authorization from the company issuing the bank card used by the Professional.

The commitment to pay, given by means of a payment card, is irrevocable. By providing his credit card details, the Professional authorizes the Company to debit his credit card for the amount corresponding to the price.

To this end, the Professional confirms that he/she is the holder of the bank card to be debited and that the name on the bank card is indeed his/her own. The Professional provides the sixteen digits and expiry date of his/her bank card, as well as, where applicable, the visual cryptogram numbers.

Should it be impossible to debit the price, the online sale will be immediately terminated and the Order will be cancelled.

The Company makes every effort to ensure the confidentiality and security of data transmitted via the Website.

Article 9 - Order delivery

9.1. Delivery method

The Professional chooses one of the Delivery Methods offered on the Website when validating the Order.

The default Delivery Method does not include any insurance in the event of loss or theft. The Professional may take out optional delivery insurance at an additional cost indicated at the time of the Order.

9.2. Delivery address

The Professional chooses a Delivery address that must be located within the European Union, failing which the Order will be refused. The Professional is solely responsible for any failure to deliver due to a lack of information at the time of the Order.

9.3. Amount of Delivery Charges

The amount of the Delivery Costs depends on the amount of the Order and the delivery method chosen by the Professional. In any event, the amount of the Delivery Charges is indicated to the Professional prior to Order Validation.

9.4. Delivery times

Delivery times are available on the Website and may vary depending on the availability of the Products ordered.

Delivery times are given in working days and correspond to the average time taken to prepare and send the Order within the European Union.

Delivery times run from the date of confirmation of the Order by the Professional.

9.5. Delay in delivery

In the event of late Delivery, the Order will not be cancelled.

The Company shall inform the Professional by e-mail that Delivery will be delayed. The Professional may then decide to cancel the Order and will send the Company a notice of cancellation of the Order by e-mail.

If the Order has not yet been dispatched when the Company receives the Professional's cancellation notice, Delivery will be blocked and the Professional will be reimbursed for any sums debited within fourteen days of receipt of the cancellation notice. If the Order has already been dispatched when the Company receives the Professional's cancellation notice, the Professional may still cancel the Order by refusing the parcel. The Company will then reimburse the amounts debited and the return costs paid by the Professional within fourteen days of receipt of the return of the refused package, complete and in its original condition.

9.6. Delivery follow-up

The Professional can follow the progress of the Order in the space reserved for this purpose on the Website.

9.7. Checking the Order on arrival

The Professional is required to check the condition of the packaging and the Products upon delivery.

It is the responsibility of the Professional to make any reservations and claims he/she deems necessary, or even to refuse the parcel, if the parcel is obviously damaged on Delivery. The said reservations and claims must be sent to the carrier by registered letter with acknowledgement of receipt within three working days, not including public holidays, following the date of Delivery of the Products.

The Professional must also send a copy of this letter to the Company. Failure to lodge a claim within the aforementioned time limit shall extinguish any action against the carrier. The Professional must ensure that the Products delivered correspond to the Order. In the event of non-conformity of the Products in kind or in quality to the specifications mentioned in the Delivery note, the Professional must inform the Company by e-mail and return the Products to the address indicated.

Article 10 - Right of withdrawal

The Professional has no right of withdrawal, as the Consumer Code does not apply to the General Sales Conditions.

Once the Order has been placed, the Professional may not withdraw from his obligations.

In certain cases, the Company may make a commercial gesture by offering a purchase voucher (credit note) to the Professional, valid for 6 (six) months.

Article 11 - Warranty

The Products are guaranteed by the Company as follows:

Details are available on the website http://mobidistribution.fr/grades/ and form an integral part of the General Terms and Conditions of Sale.

The Professional understands that the Consumer Code is not applicable to the General Sales Conditions.

The Professional may therefore not invoke the provisions of the Consumer Code against the Company.

The Professional understands that this is the only warranty he has with respect to the Products and waives the right to invoke any other warranty. "hidden defect of a Product against the Company, which shall not be obliged to provide any guarantee in this respect.

If the Professional wishes to exercise the specific guarantee provided by the Company, between 14 days and 30 days, it will be his responsibility to return the Product to the Company at his expense.

Article 12 - Intellectual property rights

The Company's trademark and all other trademarks, whether figurative or not, and more generally all other trademarks, illustrations, images and logos appearing on the Company's website, accessories and packaging, whether registered or not, are and shall remain the exclusive property of the Company. Any total or partial reproduction, modification or use of these trademarks, illustrations, images and logos, for any reason and on any medium whatsoever, without the express prior consent of the Company, is strictly prohibited. The same applies to any combination or conjunction with any other trademark, symbol, logotype or, more generally, any distinctive sign intended to form a composite logo.

Article 13. Confidentiality

The Company acknowledges that, in connection with the sale of Products, it may be required to have knowledge of certain personal details of the Professional, necessary for the proper performance of the services (hereinafter referred to as "Information").

The Company undertakes never to divulge this Information to third parties, either during or after the completion of Orders.

Article 14. Protection of Personal Data

In accordance with Article 13 of the General Data Protection Regulation (RGPD), the Professional is informed that the Company collects a certain amount of his/her personal data, which he/she has directly provided, in order to carry out Product Orders.

The data controller is the Company.

The data collected is justified, adequate, relevant and limited to what is necessary for the purpose of the services provided and in order to comply with applicable legal and regulatory obligations.

The data collected will be archived after the end of the service and kept for a variable period, depending on the type of data.

The Professional expressly consents to the processing of his personal data, which will have a right of access (Article 15 of the RGPD), rectification (Article 16 of the RGPD), limitation (Article 18 of the RGPD), opposition (Article 21 of the RGPD), erasure (Article 17 of the RGPD) and portability of said data (Article 20 of the RGPD).

To exercise this right, the Professional may contact the Company by sending either a message via its secure messaging system, an email or a letter to the Company's head office, accompanied by a copy of an extract from the trade register and proof of identity.

Where applicable, the Professional also has the right to lodge a complaint with the CNPD.

The Company implements all technical and organizational measures to ensure the security of personal data processing and the confidentiality of personal data.

In this respect, the Company takes all necessary precautions, with regard to the nature of the data and the risks presented by the processing, in order to preserve the security of the data and, in particular, to prevent it from being distorted, damaged or accessed by unauthorized third parties (physical protection of premises, authentication procedures with secure personal access via confidential identifiers and passwords, logging of connections, encryption of certain data, etc.).

Article 15 - Force Majeure

The Company's performance of its obligations under the terms of the General Terms and Conditions of Sale will be suspended in the event of an act of God or force majeure which hinders or delays performance.

The Company shall notify the Professional of the occurrence of such an act of God or force majeure within 5 days of the date of occurrence of the event.

If the suspension of the Company's obligations continues for a period in excess of 15 days, the Professional may cancel the Order in progress and the Company will then refund the Order under the conditions set out in Article 9.

Article 16 - Invalidity of a Clause of the General Terms and Conditions of Sale

Should any of the provisions of the General Terms and Conditions of Sale be invalidated, this shall not invalidate the other provisions of the General Terms and Conditions of Sale, which shall remain in force between the Company and the Professional.

Article 17. Applicable law and competent jurisdiction

The General Terms and Conditions of Sale are governed by Luxembourg law.

Any dispute arising from the formation, interpretation or execution of the General Terms and Conditions of Sale shall be subject to the exclusive jurisdiction of the courts of Luxembourg City, notwithstanding multiple defendants or third parties.