GENERAL TERMS AND CONDITIONS OF SALE

FOR EQUIPMENT AND SERVICES





These general terms and conditions of sale apply without reservation to all products and/or services and/or installations offered by VITRINEMEDIA® (hereinafter referred to as "Products"). Their purpose is to define the rights and obligations of the parties in connection with the sale of the Products offered by VITRINEMEDIA® to the customer. The provisions of this contract express the entire agreement between the parties. They constitute the sole basis of the commercial relationship between the parties and, in this sense, the customer is deemed to accept them without reservation.

These general terms and conditions of sale prevail over any previous proposals or agreements, as well as over any other communications and over any general terms and conditions of purchase. In the event that any of the provisions hereof are deemed or declared void or unwritten, the remaining provisions shall remain in full force and effect. VITRINEMEDIA® reserves the right to modify these general terms and conditions of sale at any time. In this case, the general terms and conditions of sale in effect will be applied to each order. These general terms and conditions of sale will be communicated to any customer who requests them.

VITRINEMEDIA® reserves the right to depart from certain clauses of the present contract, depending on the negotiations conducted with the customer, by establishing specific sales conditions.

The prices and information given on the communication media as well as the prices are given for information purposes only, VITRINEMEDIA® reserves the right to make any modification in the design, shape, size or material of its Products. The characteristics of the Products are given only as an indication; they cannot under any circumstances be the cause of complaints or requests for price reductions on the part of the customer.

The customer places his/her order either (i) online from the catalogue on the VITRINEMEDIA® website or (ii) by signing an order form with a VITRINEMEDIA representative.

In case of an online order: for the order to be validated, the customer must accept, by clicking on the place indicated on the site, the present general conditions of sale. His/her acceptance will result in the sending of a confirmation email from VITRINEMEDIA®. The customer will have to choose the address and delivery method. Payment will be made directly online.

Any order implies acceptance of the prices and description of the Products available for sale.

The prices stipulated in the offer by VITRINEMEDIA® are expressed in euros, excluding VAT.

The invoice is sent to the customer, by post or e-mail, at VITRINEMEDIA®'s option, on the day the Products are delivered by VITRINEMEDIA® to the carrier or installer.

The payment methods for an online order are as follows: payment of 100% of the total amount including VAT when ordering.

The payment terms of the price of an order made by signing an order form are as follows: 50% of the total amount including VAT when the order is placed and the balance of 50% when the Products are delivered, except in the event of a specific agreement expressly stipulated when ordering or signing a leasing contract.

In the event of installation of the Products by VITRINEMEDIA® (or one of its partners), the balance of 50% is handed over by the customer to the installer at the end of his/her intervention.

In the event that the VITRINEMEDIA® installation service has not been selected by the customer, the balance of the remaining 50% due must be paid by the customer upon receipt of the invoice.

In the event that the customer enters into a leasing contract with a VITRINEMEDIA® partner organisation for the purpose of financing the Products, the invoicing and payment terms are as follows: confirmation of the customer's eligibility triggers the customer's request to sign the contract; the order is released and put into delivery upon receipt of the leasing contract signed by the customer.

In the event that the customer subscribes to a license agreement for the VM LIVE software, the fees are paid by the customer to VITRINEMEDIA® at the dates stipulated in the agreement, by direct debit. In case the bank transfer gets refused, VITRINEMEDIA® will charge the customer a fee of €17 excluding VAT.

No cancellation of the order can be made by the customer without the prior agreement of VITRINEMEDIA®, whether or not a deposit has been paid. In the event of cancellation of an order not accepted by VITRINEMEDIA®, any payment already made (deposit paid and invoice balance, if applicable) shall remain the property of VITRINEMEDIA®.

In the event of installation of the Products by VITRINEMEDIA®, any cancellation of an appointment by the customer less than 72 hours before the installer's intervention will be invoiced to the customer, at 50% of the current price of the installation, according to the price lists provided.

Payment deadlines will be specified on the invoice. Any amount including VAT not paid on the due date will give rise to the payment by the customer of penalties set at three times the legal interest rate. These penalties are legally due. In addition, VITRINEMEDIA® shall be entitled to request immediate payment of outstanding invoices and reserves the right to suspend or cancel the delivery of pending orders, without the customer being entitled to claim damages. Also, if an invoice is not paid on its exact due date, the sums due will be automatically increased by a late payment penalty equal to 5% per month. This increase does not constitute a fine under any circumstances, but compensation for the damage suffered by VITRINEMEDIA®.

In the event of late payment, the customer shall pay VITRINEMEDIA® a fixed compensation for recovery costs of €40, automatically and without prior notification. VITRINEMEDIA® may request additional compensation from the customer if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.

The Products are delivered to the location designated by the customer. Delivery times and, where applicable, the installation of the complete platform (hardware and software) if the customer has chosen the option of having the Products installed by VITRINEMEDIA®, are determined by mutual agreement between VITRINEMEDIA® and the customer, it being specified that the installation of the Products may not under any circumstances take place while the customer's premises are under construction. VITRINEMEDIA® will do its best to respect the deadlines thus fixed, except in cases of force majeure, in particular floods, earthquakes, strikes, or even stockouts of VITRINEMEDIA® suppliers, this list being not exhaustive. The delivery time is given only as an indication and information, it depends in particular on the availability of the carriers and the order of arrival of the orders. Delays in delivery may not give rise to any penalty or compensation, nor justify any cancellation of the order.

Any order placed with VITRINEMEDIA® and delivered outside France may, where applicable, be subject to taxes and customs duties paid by the customer directly to the carrier. The transfer of ownership of the Products will only take place once the customer has paid the full price, regardless of the delivery date. When transport is provided by the VITRINEMEDIA® installer, the risk of loss or deterioration of the Products to the customer is transferred to the customer at the time of delivery... Consequently, the customer commits to insure the products against the risks of loss and deterioration by accident by an insurance for the benefit of the supplier. It is the customer's responsibility, in the event of damaged or missing goods, to make all the necessary reservations and claims with the carrier. Any product that has not been the subject of a reservation by registered letter with acknowledgement of receipt within three (3) days of receipt from the carrier per Article L133-3 of the French Commercial Code, a copy of which will be sent simultaneously to VITRINEMEDIA®, will be considered accepted by the customer.

In the event of a license agreement for the use and maintenance of the VM LIVE software with VITRINEMEDIA®, the software is pre-installed by VITRINEMEDIA® on the hardware supplied either by the customer or by VITRINEMEDIA®.

VITRINEMEDIA® automatically installs the latest update of the VM LIVE software so that the customer can benefit from the latest updates. VITRINEMEDIA® undertakes to make available on its website or to send by e-mail to the customer the software's latest user manual, in accordance with its version of use. Listings are only updated on the customer's screens if the customer has an internet connection. VITRINEMEDIA® declines any responsibility for the type of listing published by the customer.

The license is granted for a period of one year, tacitly renewable from year to year unless terminated by registered letter with acknowledgement of receipt by either party, subject to one month's notice before the contract's anniversary date.

In the event of non-payment by the customer of any of the sums due under the license agreement, VITRINEMEDIA® reserves the right to suspend its services and/or suspend access to the VM LIVE software and consequently stop all media distribution, without prejudice to its right to terminate the agreement immediately.

VITRINEMEDIA® shall be the sole owner of the intellectual property rights to the studies, applicative solutions and technical documentation, photographs, Products, etc., written or electronic, provided to the client in the context of the execution of this contract. The customer may not, without the express prior consent of VITRINEMEDIA®, reproduce them in whole or in part, even for backup purposes, seek to know or possess the source and/or use them for purposes other than those initially intended.

The Products benefit from a guarantee whose duration varies according to the typology of the Product, i.e., from the delivery date (it being specified, however, that the customer cannot invoke the guarantee if he/she has remained in default of the full payment of the Product):

- 2 years for "LED" Products and accessories,

- 1 year for "Light&Play" Products and

- 3 years for "LCD" Products.

This warranty covers the non-conformity of the Products to the order and any hidden defects resulting from a defect in material, design or manufacturing affecting the Products and rendering them unfit for use. Under these conditions, VITRINEMEDIA® will replace or arrange the repair of the Products or parts under warranty.

The Products must be checked by the customer upon delivery and any complaint, reservation or dispute relating to missing parts and apparent defects must be made under the conditions set out below.

In the case of apparent defects, defective parts are replaced by VITRINEMEDIA®, subject to verification of the alleged defects. The customer must provide any justification as to the reality of the defects found, VITRINEMEDIA® reserving the right to proceed, directly or indirectly, to any observation and verification on site. The denunciation of defects existing at the time of delivery and revealed after receipt or installation of the Products must be made by the customer, by registered letter with acknowledgement of receipt or by e-mail, within five (5) days of the discovery of the lack of conformity.

The customer expressly agrees, by accepting these general terms and conditions of sale, that after the expiry of this period, he/she may no longer invoke the non-conformity of the Products or raise this as a counterclaim to defend himself/herself in an action for the recovery of claims brought by VITRINEMEDIA®.

If these conditions are not respected, VITRINEMEDIA® cannot be held liable to the customer for any hidden defect.

As part of the guarantee against hidden defects, VITRINEMEDIA® shall only be liable for the replacement, free of charge, of the defective Products, without the customer being entitled to claim damages, for any reason whatsoever.

VITRINEMEDIA® guarantees its Products against hidden defects, in accordance with the law, practices and jurisprudence, under the following conditions:

- the warranty applies only to Products that have regularly become the property of the customer;

- it only applies to Products marketed by VITRINEMEDIA®;

- it is excluded under the conditions set out in Article 8 below.

VITRINEMEDIA®'s guarantee only concerns hidden defects or defective Products as defined in article 8 below. As VITRINEMEDIA®'s customers are professionals, hidden defects are defined as defects in the manufacture of the Product that make it unsuitable for its use and that are not likely to be detected by the customer before its use.

At the end of the warranty period, the customer may optionally subscribe to an extension of the hardware warranty, except for power supplies. This extended warranty will be offered for a maximum period of two years. This extension is reserved for customers installed and invoiced by VITRINEMEDIA® or who have complied with VITRINEMEDIA® installation standards. Replacement of defective Products or parts will not extend the warranty period.

Concerning the VM LIVE software, VITRINEMEDIA® provides the licensed customer with a telephone assistance service concerning the use of the software as well as a maintenance service for the resolution of any defects in the software that may block its operation and the absence of information displayed on all screens.

A Product is considered defective when it no longer turns on or when it flickers, excluding (but not limited to) a decrease in the power of the nominal brightness of the new product.

VITRINEMEDIA® shall in no event be held liable and the warranty shall not apply in the event of a defect in the Product if it is consecutive:

- abnormal use of the Product,

- the coupling of VITRINEMEDIA® Products with products marketed by a third party company,

- the execution of work on the client's premises,

- non-compliance with any contractual documentation, instructions, instructions for use, technical recommendations (this list is not exhaustive) available on the VITRINEMEDIA® website or any other medium indicated by VITRINEMEDIA®,

- to an external cause such as a physical shock (with an object, a person, etc.), an electrical overload or a fall to the ground,

this list is not exhaustive.

The warranty will allow the customer to obtain the replacement of the defective Product or its repair. In the event of replacement of the Product, the exchange will be carried out in the same way unless the Product concerned is not available. In this case, the Product will be replaced by the nearest model in terms of technical characteristics. After having reported the defect to VITRINEMEDIA® and obtaining its agreement, the customer will return the defective Product to VITRINEMEDIA® at his/her own expense, which will determine after a technical inspection of the Product whether or not the warranty applies to the defect found. If this is the case, VITRINEMEDIA® will send the customer a replacement material as soon as possible. Unless expressly requested by the customer, no travel of VITRINEMEDIA® personnel is planned for either the removal of the Products or the installation of replacement products. If necessary, the movement of personnel at the customer's request will be subject to an estimate at the current rate subject to acceptance by the customer, and it will then be invoiced.

VITRINEMEDIA®'s liability is limited to the sole supply of the Products, for any direct and material damage they may cause to the customer. In no event shall VITRINEMEDIA® be liable for damages due to the customer's failure to fulfil his/her obligations, indirect or immaterial damages caused to the customer, damages due to late delivery, failures or damages, damages due to non-compliance with the customer's needs, use contrary to local or national regulations prohibiting or limiting the use of lighted displays in windows, building or residential facades, likely to result in partial use of the Product by the customer, and/or any damage resulting from a cause beyond VITRINEMEDIA®'s control.

The customer declares that he/she has reviewed the technical characteristics of the Products and their recommendations for use and that, under his/her own responsibility and according to his/her needs, he/she has chosen the Products. The customer is fully aware of the resources he/she must implement to ensure the proper functioning of his/her computer system, electrical and mechanical resistance (floors and ceilings). In addition, the customer undertakes to keep the most absolute secrecy about the methods used by VITRINEMEDIA® and of which he/she may have been aware. The customer must also integrate the window into his/her insurance policy in order to cover all risks that may arise over time.

The customer accepts without reservation to have the VITRINEMEDIA® logo affixed to the luminous, non-luminous displays and LCD screens.

By accepting these general terms and conditions of sale, the customer expressly authorizes VITRINEMEDIA® to exploit and use photographs of its internal and external storefront, at the end of the installation of the Products, as well as his/her name, trade name and logo, directly in all forms and media known and unknown to date without any time limit (press, brochure, display, Internet...) for the promotion of its activities. The customer acknowledges that he/she is fully entitled to his/her rights and will not be entitled to any remuneration for the use of the rights referred to in this paragraph.

The transfer of ownership of the Products is suspended until full payment of the price of the Products by the Customer, in principal and incidentals. Any clause to the contrary, in particular inserted, where applicable, in the customer's general terms and conditions of purchase, shall be deemed unwritten, in accordance with Article L624-16 of the French Commercial Code. By express agreement, VITRINEMEDIA® may exercise the rights it holds under this retention of title clause for any of its claims, on all the Products in the customer's possession, the latter being conventionally presumed to be those unpaid and VITRINEMEDIA® may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel current sales. VITRINEMEDIA® may also demand, in the event of non-payment of an invoice on the due date, that the sale be cancelled after sending a simple formal notice. Similarly, VITRINEMEDIA® may unilaterally, after sending a formal notice, draw up or have drawn up an inventory of its Products in the customer's possession, who undertakes, as of now, to allow free access to his/her stores or others for this purpose, ensuring that the identification of the Products is always possible. In the event of the opening of legal recovery proceedings or liquidation of assets, pending orders will be automatically cancelled and VITRINEMEDIA® reserves the right to claim the Products in stock. This clause does not prevent the risks of the Products from being transferred to the buyer as soon as they are delivered. As from delivery, the buyer is the custodian and guardian of the Products. In the event of non-payment and unless he/she prefers to request the full and complete execution of the sale, VITRINEMEDIA® reserves the right to terminate the sale after formal notice and to claim the delivered Products, with the return costs being borne by the customer and the payments made being acquired by VITRINEMEDIA® on the basis of a penalty clause.

By accepting these general terms and conditions of sale, the customer expressly accepts that the data transmitted to VITRINEMEDIA® or any other company of the VITRINEMEDIA group may be processed electronically in order to manage orders and to create a customer file for the purpose of commercial prospecting by the companies of the VITRINEMEDIA group. In accordance with the law "informatique et libertés", the customer has the right to access, rectify, delete or limit the processing of this data. He/she may object to the processing of his/her personal data and has the right to withdraw his/her consent at any time by contacting rgpd@vitrinemedia.com

The customer declares complying with the GDPR 2016/679 of 27 April 2016 and any related regulations generally designated GDPR. The customer therefore declares that he/she fully owns the rights to all personal data communicated to VitrineMedia in the context of the services covered by this contract, authorises VitrineMedia to use this data and declares that he/she has all the necessary authorisation for these purposes.

If one or more provisions of these general terms and conditions of sale are held to be invalid or declared as such according to a law, regulation or following a final decision of a competent court, the other provisions shall retain their full force and scope. No tolerance, inaction or inertia of VITRINEMEDIA® may be interpreted as a waiver of its rights under these general terms and conditions of sale.

This contract is, for its validity, interpretation and execution, subject to French law. In the event of a conflict of interpretation between the provisions of these terms and conditions and a translation thereof into another language, the French version shall prevail.

In the absence of an amicable settlement, any dispute relating to the interpretation, execution or validity of these general terms and conditions of sale shall be submitted to the jurisdiction of the Commercial Court of Nanterre, on which the headquarters of VITRINEMEDIA® depends, even in the event of multiple defendants or a guarantee claim.