General Terms and Conditions of Sale 2022

Article 1- Purpose

The purpose of these General Terms and Conditions of Sale (the "GTCSS") is to define the rights and obligations of the parties in the context of the sale of goods and equipment offered by Pixminds Distribution (the "Seller") to professional customers (the "Buyer") via the website https://distribution.pixminds.com (the "Site") or by direct contact with the Seller's sales department.

The present GTCS only concern purchases made by Buyers located in France and books exclusively on the French territory. For any delivery outside France, it is advisable to notify us in order to obtain a specific estimate.

The term "Order" in this document refers to any order for products sold by the Seller ("the Products") and resulting from the ordering process described in Article 3 hereof.

Article 2 - General principles and application of the general conditions

In accordance with Article L.441-3 of the French Commercial Code, these GTCS constitute the sole basis of the commercial relationship between the parties.

The T&Cs apply without restriction or reserve, to all Orders for Products marketed by the Seller to Buyers (the "Products").

The placement of an order implies the full and unreserved acceptance by the Buyer of these GTCS.

The Seller reserves the right to derogate from certain clauses of this Agreement, depending on negotiations with the Buyer, by establishing special conditions of sale.

No particular condition may, unless formally accepted in writing by the Seller, may prevail over the current GTCS and any general conditions of purchase which may be contradictory to the Buyer.

The present general terms and conditions of sale are applicable from 1 January 2023, they shall cancel and replace all previous provisions; in the event of modification, the applicable conditions of sale are those in force on the day of the order.

The fact that the Seller does not at a given moment avail themselves of any provision shall not be construed as a waiver of any of these GTCS at any time later on.

The Seller reserves the right at any time and without notice to modify the GTCS. These modifications will apply as soon as they are put online and to any new order as of their communication to the Buyer.

The present GTCS are communicated to any Buyer who so requests, in order to enable them to place an order.

Article 3 - Orders

3.1 Placing an order

All orders must first be placed by opening a customer account.

The opening of a customer account is made after acceptance by the Buyer of the GTCS, which must be validated by a person authorized to admit the Buyer. Any application to open an account is subject to the provision of mandatory information (information sheet, intra-Community VAT number, KBIS extract, IBAN) for administrative processing.

Once the customer account has been opened and validated by the Seller, Orders can be placed directly with the Seller's sales team, by electronic transmission (EDI) by the Buyer, or via the Web Site, or by e-mail.

3.2 Order validation

An order is only confirmed once it has been validated in writing by the Seller, particularly as regards to delivery times.

The Seller reserves the right to refuse an order if the Buyer is in arrears with his previous orders or if he has not payment of his previous orders or if he had not spontaneously respected the agreed payment the agreed terms of payment, or in case of unavailability of the ordered product ordered.

In any event, the dispatch of the goods or the production of a specific product shall constitute acceptance of the Order by the Seller.

The Seller also reserves the right to cancel an Order if the Buyer has not paid for it (prior to shipment) within 10 days of preparation of the Order and notification of payment by the Seller. If applicable, the costs of preparing the cancelled Order may be charged to the be charged to the Buyer on a future Order.

3.3 Minimum order amount

The Seller reserves the right to refuse any Order of a total amount excluding taxes less than ONE HUNDRED FIFTY (150) euros.

3.4 Modification of Order

Any changes to the Order requested by the Buyer will not be taken into account, within the limits of the Seller's possibilities, only if they are notified in writing, at least seven (7) days before the scheduled date of delivery of the Product ordered, after signature by the Buyer of a specific purchase order and possible price adjustment.

Article 4 - Product Information

The Products governed by these GTCS are those that appear on the website, of the Seller and which are indicated as sold and shipped by the Seller or on the product sheet sent to the Buyer when ordering. They are offered in limited available stocks.

The Products are described and presented with the greatest possible accuracy. However, if errors or omissions may have occurred with respect to this presentation, the Responsibility of the Seller could not be engaged.

The photographs of the Products are not contractual.

The information on the Site, i.e., the catalogues, prospectuses, and prices of the Seller are given as an indication and can be modified at any time. The Seller is entitled to make any changes it considers suitable.

Article 5 - Selling price

The Seller may change its rates 4 at any time. However, he undertakes to invoice the goods ordered at the prices indicated at the time of the order by the Buyer, subject to availability on this date, in accordance with the prices and discounts indicated in the special conditions of sale set out in Annex hereto.

The prices of the goods are denominated in euros and indicated excluding taxes. By way of as a result, they will be increased by the VAT rate applicable on the day of the order. They do not take into account delivery costs, invoiced in addition, and indicated before the validation of the order.

If one or more taxes or contributions, including environmental ones, came to be created or modified, up or down, this change may be reflected in the selling price of the Products (WEEE, etc.)

Article 6 - Terms of payment

6.1 Terms of payment

The first three orders following the opening of a customer account are payable in cash upon ordering.

Depending on the Buyer's credit coverage, the method of payment may then be modified by mutual agreement between the Parties.

Unless otherwise instructed by the Seller, payment of the goods shall in all circumstances be made to the Seller's address:

Pixminds Distribution

45, route d'Apremont - 73000 BARBERAZ - FRANCE

6.2 Payment delays

Invoices are payable on the due date indicated on them. All failure to pay in full within the authorized time limits may be subject to late payment penalties as outlined below. below.

The payment of the invoices is payable to the order of the company Pixminds Distribution, they can be established by credit card, cheque, bank transfer or in bill of exchange (Payment in bill of exchange must reach the seller 8 days minimum before the deadline).

Minor reservations mentioned on the goods receipt slip do not authorize the Buyer to withhold any amount whatsoever, pending full compliance.

6.3 Late payments

Any delay in payment automatically entails, without formal notice from the Buyer, application of a late payment penalty calculated on the basis of a monthly delay interest of 5%.

In addition, the payment of sums due after the due date appearing on the invoice will automatically increase the amount of the invoice by the indemnity legal flat rate of forty (40) Euros and an additional indemnity.

Late payment will result in the immediate payment of all sums due to the Seller by the Buyer, and the suspension of orders in progress, without prejudice to any other action that the Seller would be entitled to take, as such, against the Buyer.

6.4 Lack of compensation

Except with the express, prior and written agreement of the Seller, and provided that the reciprocal claims and debts are certain, liquid and due, no compensation may be validly made by the Buyer between any penalties for non-conformity or defect of the Products, on the one hand, and the sums owed by the Buyer to the Seller for the purchase of the said Products, on the other.

Article 7 - Discount

No discount will be granted in case of advance payment.

Article 8 - Transport costs

Free shipping is granted within metropolitan France only, for all orders over 150 Euros (excluding VAT).

Article 9 - Delivery - Execution - Deadline

The delivery consists of the transfer to the Buyer of the physical possession or of the control of the Product. Delivery is made to the place indicated by the Buyer on the order form and, in the absence of any particular indication, when it is handed over to the courier commissioned by the Buyer. The Buyer must inform the Seller if any specific delivery times must be arranged with the courier.

The delivery time is variable depending on the available stock. Delivery time indicated at the time of registration of the order is given only as an indication and is in no way guaranteed. Consequently, any reasonable delay in the delivery of the Products shall not entitle the Buyer to cancel the order or to claim damages.

However, in the event of a delay of more than 60 days, except in the case of force majeure, The Buyer may declare the order cancelled. Down payments eventually paid will then be returned to the Buyer.

Unless otherwise stipulated in the order, the transfer of risks on the Products intervenes in the delivery, namely the delivery of the Products to the carrier.

In case of refusal by the Buyer to receive a firm order that he will have passed to the Seller, the transport costs to and from them will be reinvoiced.

Article 10 - Complaints upon delivery

If at the time of delivery of the Product, the original packaging is damaged, torn or open, the Buyer must check the condition of the items. The Buyer must indicate on the delivery note and in the form of handwritten comments accompanied by his/her signature any anomaly concerning the delivery (damage, missing product compared to the delivery note, damaged package, broken products, etc.).

The control of the delivery must be done in the presence of the carrier and all the damages, missing products or deteriorations must be mentioned on the delivery note when the Buyer signs it.

Complaints must then be confirmed in writing with the carrier, with a copy given to the Seller in accordance with Article L.133-3 of the French Commercial Code.

Complaints about the characteristics, quantity, weight of the goods delivered or their possible non-conformity with the delivery note, must be sent in writing to the Seller's head office within 72 hours of delivery.

Complaints must be made by registered letter with acknowledgement of receipt or by e-mail addressed to the Seller's management at the following address:

Pixminds Distribution

45, route d'Apremont - 73000 BARBERAZ – France

sav@pixminds.fr

In the absence of a complaint within the applicable period and the prescribed forms, the Buyer will be dereserved to have accepted the goods without reservation, which will forbid him anything recourse in this respect.

Article 11 - Seller's warranty / Liability

11.1 Warranty

Unless otherwise stipulated in the Order, the Products are guaranteed against every manufacturing defect and any malfunction resulting from a defect in material, design or manufacture affecting the Delivered Products and rendering them unsuitable for use.

This warranty is for a minimum period of two (2) years except for the Products benefiting from a longer warranty indicated in the Order, whether offered by the Seller or the manufacturer of the Product.

The Product may not be sold or resold altered, processed or modified by The Buyer; under penalty of forfeiture of his rights under the guarantee.

This warranty is not applicable when the defect or lack of conformity results from:

An intervention or misuse of the Product by the Buyer or a Third Party:
Negligence or malice or lack of storage or care by the Buyer.
The natural wear and tear of the product, an accident, a shock, a fall, an act of vandalism or a lack of monitoring.
A case of force majeure.

The Seller reserves the right to verify the origin of the anomaly reported by the Buyer.

Defective Products, and those eligible for warranty, must be returned to the Seller under the conditions laid down in Article 12.1. Products recognized as defective by the Seller will be subject to a standard replacement, or issuance of a credit note, under the conditions laid down in that Article.

This warranty is limited to the replacement of Products affected by a defect or a malfunction, to the exclusion of any compensation of the Buyer.

11.2 Responsibilities

The Seller's liability can only be engaged in the event of fault or proven negligence and is limited to direct damages suffered by the Buyer, excluding any indirect damage of any kind whatsoever. They will in particular referred to as indirect damage: any commercial damage, loss of customers, loss of profits, damage 4 the brand image, or any claim by a third party that could result from a breach by the Seller of its contractual obligations.

In any case, in the event that the Seller's liability is retained, it would be limited to the amount excluding VAT paid by the Buyer for the acquisition of the Products acquired by the latter from the Seller.

Article 12 - Returns and recall of Products

Goods may only be returned to the Seller if the terms and deadlines provided for in article "Guarantee" above and in this article 12 have been complied with by the Buyer, and after written agreement of the Seller's management. After-sales service applies to all Products distributed by the Seller with the exception of products with single licenses (video games, etc.).

The Seller reserves the right to defer returns over the period of December 1st to 31st.

12.1 Return of defective Products

All defective products requiring support by the Seller must be the subject of a request for a return agreement ("RMA") which will be transmitted by e-mail or mail.

No return of defective product will be accepted without an RMA number. Failing this, the goods will be kept at the disposal of the customer to whom a storage allowance may be invoiced without this entailing the transfer of risks to the Seller.

The return is always made at the expense, risk and peril of the Buyer.

The products must be returned complete, to the address below, within a period of time 14 days, in their original packaging and without labels other than those affixed to the packaging by the manufacturer. Beyond this period, the receipt of the package may be refused.

Pixminds Distribution

Return Service

45, route d'Apremont - 73000 BARBERAZ - FRANCE

The return of defective products must be made to the above address in the conditions listed below:

The number of the return agreement must be indicated on the package,
The product must be accompanied by a copy of the purchase invoice of the final consumer (e.g. receipt) and purchase invoice from Pixminds Client Distribution.
The return agreement document must be attached to the defective product,
The nature of the product fault must be clearly indicated on the return agreement document,
The return of defective products is made at the expense of the Buyer, and, if applicable, the client. In case of loss or theft when returning the goods, the Pixminds Distribution cannot be held responsible. All labels that are not original must be removed from the packaging.

Other than that, the Product will not be supported and |' Buyer will have to come and pick it up on the premises of the Seller has its expenses, within 1 month. After this period, the Product will be destroyed.

The returns accepted by the Seller will be either replaced like for like, or will result in a credit note being issued at the rate in force on the day of receipt the day the Seller receives the returned Products, and within the limit of the amount initially invoiced. This credit will be in the form of a non-credit note refundable on all Products marketed directly by the Seller. Said asset will be usable within 365 days of the date of issue to have it and will be considered null and void beyond this date.

The Seller reserves the right to defer the processing of any claim and/or any return of product during a period of temporary increase in activity. The Seller will then inform his customers by e-mail or post.

12.2 Returns of unsold Products

No returns for unsold Products will be accepted by the Seller, except in exceptional cases and subject to the Seller's express prior written consent.

12.3 Recall of products by the Seller

The Seller undertakes to comply with the regulations applicable to the safety of the Products and, in particular, the obligation to report any Product placed on the market which presents risks of incompatibility with the general safety obligation for the consumer. The Seller reserves the right to unilaterally decide on the immediate withdrawal and/or recall of Products with a defect that could create a risk for the consumer. The Seller shall immediately inform the Buyer by any means. The Buyer undertakes to make its best efforts to assist the Seller in the management of any withdrawal and/or recall of Products.

12.4 Logistic conditions

In case of return, the Products must be delivered to the Seller according to the following conditions:

Appointment and detailed packing list
On EURO pallet - 80x120 cm
Maximum height 1.6m
Black or transparent film on the entire pallet

In case of non-respect of one of these conditions, the Seller is entitled to charge:

20€ in the absence of appointment and packing
60€ for any other failure

Article 13 - Right of withdrawal

As the Buyer is a professional purchasing within the framework and for the needs of his profession, there is no need to apply the right of withdrawal provided for by the Consumer Code.

Article 14 - Retention of title clause

IN ACCORDANCE WITH ARTICLE L 624-16 OF THE FRENCH COMMERCIAL CODE, THE GOODS DELIVERED REMAIN THE PROPERTY OF THE SELLER UNTIL FULL PAYMENT OF THE PRICE BY THE BUYER. IN THE ABSENCE OF PAYMENT OF THE TOTAL PRICE REMAINING DUE BY THE CUSTOMER, AND AFTER THE EXPIRY OF A PERIOD OF 7 DAYS FOLLOWING THE SENDING IN REGISTERED LETTER WITH AN ACKNOWLEDGEMENT OF RECEIPT OF A FORMAL NOTICE REMAINS UNSUCCESSFUL, THE ORDER WILL BE TERMINATED AUTOMATICALLY, AND THE SELLER MAY CLAIM OWNERSHIP OF THE GOODS SOLD, UNDER THE CONDITIONS PROVIDED FOR IN ARTICLES L.624-9 AND FOLLOWING OF THE COMMERCIAL CODE.

These provisions shall not preclude the transfer to the Buyer, as soon as delivery, risk of loss or deterioration of the Products.

Article 15 - Intellectual and industrial property

The Seller grants the Buyer a simple, free and revocable right of use on the trademarks, photographs, descriptions and labels of its Products, only in the exclusive purpose of promoting and selling said Products on all media that the Buyer deems necessary: advertising material, catalogues or other promotional materials as well as on its distance selling website or on its Marketplace. The right of use also includes a right to use the labels and brands associated with the Products for listing on the engines of web search.

The right of use thus conferred includes in particular the right to use, reproduce, represent, show, disseminate, enrich or reformat any data put to provision by the Seller concerning its Products. In this regard, the Distributor undertakes to respect the identity of the Seller's brand and not to modify it. One enrichment or a modification of the data can only be made in the purpose of enabling/improving the representation of the Products on the media sales and sales channels used by the Buyer. It is forbidden to hide, remove or deteriorate the indicative media of the brand affixed by the Seller on Products.

The Buyer acknowledges that the use granted to him under the terms of these GTCS does not confer on him any right of ownership of any kind whatsoever. He undertakes, therefore, no confusion can exist, in the minds of third parties, on a such use and its status as an independent merchant, in particular on all documents likely to bind it legally.

Article 16 - Unpredictability

The buyer and the Seller undertake to comply with these GTCS and to execute the obligations resulting from Orders placed pursuant to these GTCS in accordance with the latter even if one or more events render their more expensive execution than could reasonably be expected at the time of the Order.

However, where a Party proves (i) that the performance of its obligations contracts have become excessively onerous due to an event beyond their control and from which they could not reasonably expect to be taken into account at the time of the Order and (ii) that it could not reasonably avoid or overcome such event or its consequences, said Party may request a renegotiation of the Order.

In this respect, the Parties acknowledge that the price of the Order has been established in taking into account the economic situation on the day of the conclusion of the sale, and of all the constraints, sanitary, financial and logistical known to this date, linked to Covid-19. Thus, any new event affecting significantly the prize will fulfil the conditions laid down in this article.

In this case, the Parties agree to organize a prior attempt and mandatory conciliation for a period of thirty (30) days, prohibiting any refusal renegotiation, as of the day following the notification by the Party concerned of the occurrence of the event rendering the performance of its contractual obligations excessively onerous within the meaning of the abovementioned Article.

This conciliation suspends the limitation period but not the execution of the obligations to which the Parties remain bound throughout the duration of the conciliation. Any referral to the judge in violation of this conciliation clause is constituting a plea of inadmissibility rendering the action inadmissible.

In the event of a successful renegotiation, the Parties shall establish without delay conditions individuals derogating from these GTCS formalizing the result of this renegotiation.

In case of failure of the renegotiation, the applicable agreed price will be the last price agreed between the Parties.

Article 17 - Force majeure

The Parties shall not be liable if the non-performance or delay in the performance of any of their obligations under the Order and these GTCS is due to a case of force majeure, as defined in Article 1 218 of the Civil Code.

All facts or circumstances that are irresistible, external to the parties, unforeseeable, unavoidable, independent of the will of the parties and which cannot be prevented by the parties, despite all reasonably possible efforts, shall be considered as force majeure.

By way of example, without this list being exhaustive, the following events in particular constitute Force Majeure, in addition to those usually retained by the jurisprudence of the French courts and tribunals tornadoes, floods, hurricanes, earthquakes, fires, storms, lightning; the use by a State or a terrorist group of weapons of any kind disrupting the continuity of commercial relations; social movements of national scope the declaration of martial law or the decision of a Government to set up a maritime, air and/or land blockade, the closure of borders, the confinement of the population or to restrict the free movement of persons or goods in such a way as to prevent the fulfilment of the Parties' obligations; any event of a pandemic or bacteriological nature; the blocking of means of transport or supplies, the stoppage of telecommunication networks or difficulties specific to the telecommunication networks external to the Parties

Each Party agrees to inform the other Party of its inability to perform its obligations and to justify this to the latter. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it lead to the payment of damages or penalties for delay.

The performance of the obligation is suspended for the duration of the force majeure if it is temporary - and does not exceed ninety (90) days. Consequently, as soon as the cause of the suspension of its obligations disappears, the defaulting Party will make its best efforts to resume as soon as possible the normal performance of its contractual obligations. If the impediment is permanent - or exceeds a period of ninety (90) days - the Order and these GTCS shall be terminated in the manner set forth in Section 18.

Article 18 - Resolution of the Order

18.1 Resolution for non-performance of a sufficiently serious obligation

The aggrieved party may, notwithstanding clause 18.3 below, in the event of a sufficiently serious breach of any of the obligations incumbent on the other party, notify the defaulting party by registered letter with acknowledgement of receipt of the wrongful termination of the Order, thirty (30) days after receipt of a formal notice to perform which has remained unsuccessful, pursuant to the provisions of Article 1224 of the Civil Code.

18.2 Resolution for force majeure

Notwithstanding clause 18.3 below, termination by operation of law for reasons of force majeure may only take place in the event of a definitive impediment due to force majeure and five (5) days after a formal notice has been sent by registered letter with acknowledgement of receipt.

18.3 Resolution for a party's breach of its obligations

If either party fails to comply with the obligations set out in Articles 3, 6, 9 and 11 hereof, the Order may be terminated at the option of the aggrieved party.

It is expressly understood that this termination due to a party's failure to fulfil its obligations will take place by operation of law thirty (30) days after the sending of a formal notice to perform which has remained, in whole or in part, without effect. Formal notice may be notified by registered letter with acknowledgment of receipt. This formal notice must mention the intention to apply this clause.

18.4 Termination without fault

The Seller also reserves the right to terminate the sale or to refuse any order in the event of an outbreak of Covid-1 9 within its establishment making the execution of the service impossible, either for health reasons or for reasons of unavailability of the key persons required to perform its services.

Any sums paid by the Buyer in respect of Orders which cannot be honoured by the Seller shall be refunded to the Buyer by the Seller within 7 working days of the cancellation of the Order by the Seller. On the other hand, any payment already received by the Seller in respect of Orders that have already been fulfilled shall be definitively acquired by the Seller.

Article 19 - Postponement of agreed deadlines.

The Buyer certifies that they are aware of the impact of a health crisis such as Covid-19 with regard to the potential effects on the timeframes for performance of the Seller's obligations.

If any event relating to Covid-19 or other health crisis, including but not limited to total or partial lockdown, embargo on the import or transport of persons or goods from third countries, temporary closure of Seller's or its suppliers' facilities, affects Seller's time to perform its obligations, any time limit for performance under (a) shall be automatically extended for a period equal to the duration of such event, and any time limit for performance under (b) shall be extended for a period equal to the duration of such event, shall automatically be extended for a period equal to the duration of the event in question, no instrumental act of extension being necessary between the Parties.

Article 20 - Confidentiality and personal data

The Parties agree that all information and commercial data exchanged between them in the context of their commercial relationship are strictly confidential.

The Buyer will take all necessary measures to ensure at all times the utmost confidentiality, concerning the Products, or any information communicated by the Seller as confidential or to which the Buyer could have had access during the execution of the sale, unless said information has not fallen into the public domain.

The Seller informs the Buyer that in the context of the processing of orders placed by the Buyer, it is likely to incidentally carry out a persona data processing with regard to the law n°78-17 of January 6, 1978 relating to data processing, files and freedoms as amended, as well as with regard to the EU regulation n°2016/679 of April 27, 2016 relating to the protection of natural persons with regard to the processing of personal data and to the free movement of data (General Data Protection Regulation -GDPR) which entered into force on May 25, 2018.

The Seller undertakes to comply with the legislation in force in all its modifications, concerning the processing of personal data and to inform the persons concerned that their personal data will be used solely for the purposes of processing the Buyer's order and the Buyer will be informed of the reasons for the use of the data. order and the performance of the Seller's obligations under these GTCS.

Article 21 - Applicable law - Language of the contract

By express agreement between the parties, these General Terms and Conditions of Sale and the Orders resulting from it are governed by French law.

They are written in French. In the event that they are translated into one or several languages, only the French text shall prevail in the event of a dispute.

Article 22 - Disputes - Jurisdiction

ALL DISPUTES TO WHICH AN ORDER AND/OR THESE GTCS COULD GIVE RISE, CONCERNING BOTH THEIR VALIDITY, THEIR INTERPRETATION, THEIR EXECUTION, THEIR RESOLUTION, AND THEIR CONSEQUENCES WILL BE, IN THE ABSENCE OF AMICABLE RESOLUTION WITHIN A PERIOD OF ONE MONTH FROM THE WRITTEN NOTIFICATION OF THE DISPUTE, SUBJECT TO THE EXCLUSIVE COMPETENCE OF THE COMMERCIAL COURT OF CHAMBERY EVEN IN THE EVENT OF PLURALITY OF INSTANCES OR PARTIES, APPEAL IN GUARANTEE OR REFEREE.

Mr Hugo Loi

Managing Director