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GTC

TERMS AND CONDITIONS B2B
RESILIENCE SKILL customized collections

ARTICLE 1. Definitions

Bon à Tirer : designates the document that validates the measurements and colors of the Product, and the placement of the Design on the Product, in relation to the Final Mock-up and the Quotation, before the Customized Product goes into production.

Catalog : designates the RESILIENCE SKILL sales document which describes, in a non-exhaustive manner, the Products and their essential characteristics.

Customer : refers to the sports professional (sports association, sports club, sports coach, company operating a sports hall, equipment manufacturer, etc.) who purchases one or more Customized Products from RESILIENCE SKILL.

Order : means the act by which the Customer gives its firm and final agreement to RESILIENCE SKILL to purchase one or more Customized Products in accordance with the Quotation.

The Customer may purchase one or more Customized Products for the first time (hereinafter referred to as the "Initial Order"), or repeat the Order in the same or different quantities (hereinafter referred to as the "Reorder").

General Sales Conditions or GSC : designate the present document.

Design : designates any visual element, such as a graphic, an illustration, a logo and/or any textual element, such as a slogan, which is or are intended to be affixed to the Product to personalize it. The Design may be supplied by the Customer or created by RESILIENCE SKILL according to the Customer's tastes and wishes, in accordance with the Project.

Quotation : means the commercial document that summarizes the Custom Products offered to the Customer by RESILIENCE SKILL, their quantity and the applicable prices.

RESILIENCE SKILL : refers to DIOXYJEN GRAPHIC, a limited liability company with a single shareholder and capital of €1,000, registered in the La Roche-sur-Yon Trade and Companies Register under number 834 339 871, located at Belleville sur Vie 3, Le Recredy 85170 BELLEVIGNY, represented by its Managing Director, Mrs Jennifer VIAL.

Personal Data : refers to any information or data that can be used to identify, directly or indirectly, the Customer as a natural person and/or his/her collaborator (such as a representative or employee). This includes, in particular, his/her surname, first name, telephone number and professional e-mail address.

Party or Parties : means, as the case may be, individually or jointly, RESILIENCE SKILL or the Customer.

Product : designates the "raw" (i.e. unpersonalized) sportswear or accessories listed, among others, in the Catalogue.

Customized Product : means the Product customized by RESILIENCE SKILL with a Design.

Project : designates the Customer's plan to purchase one or more Personalized Products. The Project must detail the Product(s) that the Customer wishes to personalize, the nature of the personalization (affixing of the Design provided by the Customer or creation of a Design by RESILIENCE SKILL), his/her tastes and desires with regard to the creation of the Design and/or the placement of the Design on the Product. RESILIENCE SKILL uses the Project to propose a Design and/or a Mock-up to the Customer.

Mock-up : means any provisional representation of the Customized Product. When the Customer definitively validates the representation of the Customized Product, the Customized Product will be manufactured in accordance with the final Mock-up (hereinafter the "Final Mock-up").

Applicable Regulations: designates the applicable regulations regarding the protection of Personal Data and, more specifically, Law No. 78-17 of January 6, 1978, as amended, relating to information technology, files and freedoms, as well as Regulation (EU) 2016/679 of the European Parliament and of the Council 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.

Data Controller: means RESILIENCE SKILL when it Processes Personal Data, as soon as it decides why and how the Processing is carried out.

Site : designates the Internet site published by RESILIENCE SKILL, accessible via the URL https://pros.resilience-skill.fr/.

Processing of Personal Data / Processing / Process / Process: means any operation performed on Personal Data, such as collection, storage, modification, consultation, deletion, return or destruction.

ARTICLE 2. PURPOSE

The purpose of the GTCS is to define the terms and conditions of :

  • customization of the Products and sale of the Customized Products by RESILIENCE SKILL to the Customer, and
  • payment of the Customized Products by the Customer to RESILIENCE SKILL.

The GTS also determine the rights and obligations of the Parties in the context of the customization of Products and the sale of Customized Products. In particular, the GTCS recall the rights that RESILIENCE SKILL has, as author, on all the elements elaborated for the Customer, and in particular the Design.

ARTICLE 3. CONTRACTUAL SCOPE

3.1. CONTRACTUAL DOCUMENTS

The terms and conditions for customizing Products, selling and paying for Customized Products, as well as the rights and obligations of the Parties in this context, are contained in the following contractual documents (hereinafter the "Contractual Documents"). Contractual Documents "), listed in hierarchical order of decreasing legal value:

  1. The General Terms and Conditions of Sale and any amendments thereto,
  2. Le Bon à Tirer,
  3. The Quotation,
  4. The Final Model, including the Design,
  5. Catalog.

In the event of contradiction between documents of different rank, it is expressly agreed between the Parties that the provisions contained in the document of higher rank shall prevail.

The Contractual Documents express the entire agreement between the Parties. They supersede all previous documents exchanged between the Parties, such as letters in any form, commercial documentation, offers, and the Customer's general terms and conditions of purchase. No statement, representation, promise or condition not contained in the Contractual Documents can or shall be admitted to contradict, modify or affect in any way whatsoever the terms of the Contractual Documents.

3.2. PROFESSIONAL CUSTOMERS

The GCS govern exclusively the sale of Personalized Products by RESILIENCE SKILL to Professional Customers acting in the scope of their main professional activity.

CONSEQUENTLY, THE PROTECTIVE PROVISIONS OF THE CONSUMER CODE, AND IN PARTICULAR ARTICLE L221-3 OF THE CONSUMER CODE, DO NOT APPLY TO THE CUSTOMER. THE CUSTOMER IS NOT ENTITLED TO THE RIGHT OF WITHDRAWAL.

ARTICLE 4. EFFECTIVE DATE - DURATION

The GCS come into force on acceptance by the Customer. The Customer accepts the GCS by ticking the appropriate box on the Quotation.

The GCS are concluded for the duration of the performance of their obligations by each of the Parties.

They may be terminated in accordance with the terms and conditions set out in article 19 of the GCS.

ARTICLE 5. PRODUCTS

5.1. CHARACTERISTICS

The Products and their essential characteristics are, for the most part, described in the RESILIENCE SKILL Catalogue, which is brought to the Customer's attention.

The nature of the Products may change at any time. Therefore, RESILIENCE SKILL cannot be blamed for having modified its Catalog and not having renewed the marketing of a Product.

The visuals appearing in the Catalogue reproduce the Products as faithfully as possible. However, these visuals cannot ensure a perfect similarity with the Product ordered, particularly with regard to its colors. The visuals are provided for information purposes only and do not constitute a contractual commitment on the part of RESILIENCE SKILL.

RESILIENCE SKILL may also offer the Customer Products that are not included in the Catalogue. In this case, the Products offered to the Customer are directly integrated into the Mock-up.

5.2. STOCKS

RESILIENCE SKILL uses a supplier to offer the Products to the Customer (hereinafter the "Supplier"). Supplier ").

Customized Products are therefore sold and delivered within the limits of the Supplier's available stocks of Products.

In case of unavailability of the Customized Product ordered, RESILIENCE SKILL informs the Customer and proposes :

  • Or to deliver the Customized Product late, once it is available and independently of the rest of the Order, without RESILIENCE SKILL being held responsible for this delay,
  • Or to replace the unavailable Customized Product with a Customized Product of equivalent quality and price, where possible,
  • Either cancel the Order and refund the Customized Product. The Order is cancelled for the unavailable Customized Product only.

The customer chooses the solution he prefers.

If the Order is cancelled, RESILIENCE SKILL will refund the sums paid within thirty (30) days of the Customer providing the bank details required for the bank transfer.

Apart from the reimbursement of the price of the unavailable Customized Product, RESILIENCE SKILL is not liable for any cancellation indemnity.

ARTICLE 6. PRODUCT CUSTOMIZATION

Customers wishing to purchase one or more Custom Products must contact RESILIENCE SKILL to explain their project.

The Customer is informed of the Catalogue by e-mail, to enable him to choose the Product(s) to be personalized.

If it has been agreed with RESILIENCE SKILL that the Customer will provide its own Design, the Customer undertakes to send it to RESILIENCE SKILL as soon as possible, in vector or HD format. Otherwise, RESILIENCE SKILL will not be able to provide the Customer with Mock-ups. RESILIENCE SKILL cannot be held responsible for this failure.

RESILIENCE SKILL uses the customer's project as the basis for a mock-up. The Model may be modified by RESILIENCE SKILL at the Customer's request, within reasonable limits.

Validation of the Mock-up and Design by the Customer does not imply an obligation to place an Order, but allows RESILIENCE SKILL to prepare the Quotation.

The Customer undertakes to cooperate closely and actively with RESILIENCE SKILL in this respect, in particular by providing all useful information and documents and by being available to answer any queries, without which RESILIENCE SKILL will not be able to offer Mock-ups and prepare Quotations.

ARTICLE 7. ORDERING PERSONALIZED PRODUCT(S)

7.1. PREPARATION OF QUOTATION

RESILIENCE SKILL takes into account the Project and the Final Mock-up including the Design, to establish the Quotation.

When the Customer does not know how many Customized Products he/she wishes to order, RESILIENCE SKILL provides an indicative price.

RESILIENCE SKILL establishes the Quotation once the quantities have been validated. Only the final price fixed in the quotation is binding.

7.2. PERIOD OF VALIDITY OF THE QUOTATION

The period of validity of the quotation is limited. It is indicated on the quotation and runs from the date the quotation is drawn up. Any Order sent by the Customer to RESILIENCE SKILL outside the validity period of the Quotation is not binding on RESILIENCE SKILL, unless RESILIENCE SKILL has chosen to execute it.

7.3. ACCEPTANCE OF QUOTATION

Signing the Quotation constitutes an Order, i.e. a firm and definitive obligation for the Customer to purchase the Customized Product(s) as identified in the Quotation, in compliance with the conditions defined in the Contractual Documents.

The Order being firm and definitive, no request for modification of the Order made by the Customer after the signature of the Quotation will be accepted by RESILIENCE SKILL.

ARTICLE 8. PRODUCTION

RESILIENCE SKILL starts production of the Customized Product(s) once :

  1. The customer has paid the deposit mentioned in article 10.1 of the GCS.
  2. The Customer has validated the "Bon à Tirer" sent by RESILIENCE SKILL as soon as possible after payment of the Deposit.
  3. The customer has returned the signed quotation

These conditions are cumulative.

The "Bon à Tirer" only allows the Customer to check the conformity of the representation of the Customized Product with the other Contractual Documents and to validate this representation before the launch of production of the Customized Product. Under no circumstances may the "Bon à Tirer" modify the Order. Should this not be the case, the Order will be subject to additional invoicing estimated by RESILIENCE SKILL.

RESILIENCE SKILL will not be able to start production of the Custom Products, without being held responsible, until the Customer has complied with the present article.

The Customer is hereby informed that RESILIENCE SKILL may start production of the Customized Products once the Customer has validated the Final Order, even if certain non-essential information has not been entered in the Final Order, such as the exact measurements for the placement of the Design on the Customized Product.

In this case, RESILIENCE SKILL will reproduce the Final Model as faithfully as possible. RESILIENCE SKILL shall not be held responsible for any failure to do so.

The production lead time is 4 (four) to 8 (eight) weeks, depending on the products, from RESILIENCE SKILL's receipt of the Customer's validated "Bon à Tir" and receipt of the Customer's deposit. This lead time is given as an indication and does not bind RESILIENCE SKILL.

ARTICLE 9. PRICES

9.1. SELLING PRICES

The prices invoiced to the Customer, less any applicable rebates, discounts and discounts, are those stipulated in the Quotation (hereinafter referred to as the "Quotation"). Price ").

The Price is denominated in Euros and is expressed exclusive of tax.

It takes the form of a price per Customized Product ordered.

The Price is indicated on the Quotation.

The Price does not include any charges invoiced in addition to the Price, in accordance with article 9.3. of the GCS.

9.2. PRICE DETERMINATION

The Price of the Customized Product is determined by RESILIENCE SKILL after completion of the Final Model including the Design.

RESILIENCE SKILL takes into account the following elements to determine the Price:

  • Type of product (T-shirt, shorts, socks, etc.),
  • Its cut,
  • Its color,
  • Its composition,
  • Its grammage,
  • The nature of the Design (if provided by the Customer or created by RESILIENCE SKILL) and its colors.

PRICES DISPLAYED ON THE SITE DO NOT APPLY TO CGVS.

9.3. FEES

Any transport, delivery or postage costs are indicated on the Quotation.

Charges are denominated in Euros and vary according to the weight of the parcel in which the Personalized Product is sent.

These fees are set by the service providers RESILIENCE SKILL uses for the transport, delivery or postage of its Personalized Products (hereinafter the "Carrier(s)"). Carrier(s) "). RESILIENCE SKILL is in no way responsible for setting and/or modifying these fees.

Customs duties, if any, are the responsibility of the Customer.

ARTICLE 10. PAYMENT

10.1. REQUIREMENTS

The sums are portable and not transferable.

RESILIENCE SKILL sends its global invoice to the Customer electronically.

The Customer pays the Price as follows:

  • An advance payment of 50% (fifty percent) of the Price (hereinafter the "Advance Payment") is due. Deposit ") upon signature of the Quotation;
  • The balance of 50% (fifty percent) (hereinafter the " Balance ") before shipment of the Order, following electronic notification of the Customer by RESILIENCE SKILL.

For special rates subject to an event partnership or for orders under €1,000 incl. VAT :

- Payment must be made in full when the quotation is signed;

No discount will be granted for early payment of the Price.

10.2. METHODS OF PAYMENT

The Customer pays RESILIENCE SKILL exclusively by bank transfer.

RESILIENCE SKILL's bank details appear on the quotation and invoice.

10.3. LATE PAYMENTS

In the event of late payment or payment incident, for any reason whatsoever :

  • sums owed by the Customer shall automatically bear interest from the due date, without prior notice, at the rate of three (3) times the legal interest rate;
  • the Customer shall pay RESILIENCE SKILL a fixed indemnity of forty (40) euros for collection costs in accordance with Articles L 441-10 and D 441-5 of the French Commercial Code.

10.4. DEFAULT OF PAYMENT

If the Customer fails to pay the Deposit or the Balance within sixty (60) days from the due date, RESILIENCE SKILL reserves the right to terminate the T&Cs in accordance with article 19. RESILIENCE SKILL will retain the Deposit already paid by the Customer.

10.5. RETENTION OF TITLE CLAUSE

RESILIENCE SKILL remains the owner of the Custom Products sold until full payment of the Price by the Customer.

ARTICLE 11. DELIVERY

11.1. DEFINITION

Delivery means the transfer to the Customer of physical possession or control of the Customized Product(s).

11.2. DELIVERY TIME

Customized Products are delivered to the Customer within the timeframe indicated by the Carrier on its website. This deadline is set by the Carrier at its own discretion. RESILIENCE SKILL has no control over the deadline set by the Carrier. It cannot be blamed for not respecting the deadline set by the Carrier or any modification made by the latter.

The delivery period begins upon payment by the Customer of the Balance, in accordance with article 10.1 of the GCS.

The Customer is informed that RESILIENCE SKILL will not ship the Custom Products until it has received full payment of the Price.

11.3. DELIVERY DELAYS

Without prejudice to article 5.2 of the GCS, delays and/or problems in delivery may never give rise to a rescission of the GCS by the Customer.

In any case, RESILIENCE SKILL cannot be held responsible for any delay in delivery, in particular if it is due to the Supplier or the Carrier.

11.4. PLACE OF DELIVERY

Customized Products are delivered to the Customer's address indicated on the Quotation.

Unless expressly authorized by RESILIENCE SKILL, the delivery address may not be changed after the Quotation has been signed.

RESILIENCE SKILL delivers exclusively to Corsica and mainland France, Reunion Island, Guadeloupe, Martinique, French Guiana, as well as Belgium and Switzerland.

As an exception, RESILIENCE SKILL may agree to deliver to other territories at the Customer's express request. RESILIENCE SKILL exercises this choice in a discretionary manner. RESILIENCE SKILL cannot be held responsible for any refusal to deliver to territories other than those mentioned above.

11.5. DELIVERY TERMS

Delivery is made by handing the Customized Products directly to the Customer via a Carrier chosen by the latter from among the following service providers:

  • UPS,
  • TNT,
  • CHRONOPOST,
  • LA POSTE COLISSIMO.

Information concerning the Carrier, the method of dispatch and/or tracking of the parcel(s) containing the Customized Products is mentioned in the Quotation.

11.6 RISKS

As the Customer has paid the Price of the Customized Products prior to shipment, the Customer is the owner of the Customized Products at the time of delivery.

As such, the Customer bears the risk of loss or damage to the Customized Products during delivery.

RESILIENCE SKILL accepts no responsibility for damage, loss or theft during delivery.

11.7. RECEPTION

UPON RECEIPT, THE CUSTOMER MUST IN ALL CASES VERIFY AND CHECK THE CONDITION OF THE PERSONALIZED PRODUCT RECEIVED IN THE PRESENCE OF THE CARRIER. CHECKS MUST COVER THE CONFORMITY OF THE PERSONALIZED PRODUCT DELIVERED WITH THE ORDER, THE NUMBER OF PACKAGES, AND THE NATURE AND CONDITION OF THE PERSONALIZED PRODUCT. IF THE CARRIER REFUSES TO ATTEND THE UNPACKING, THE CUSTOMER MUST EXPRESSLY MENTION THIS IN WRITING.

In the event of damage and/or shortage, the Customer must imperatively :

- make written reservations on the day of delivery, specifying in detail any defects noted, whether they affect the packaging and/or the Customized Products themselves. ATTENTION: Terms such as "subject to unpacking" have no legal value;

- transmit without delay to RESILIENCE SKILL the content of the reservations made, for example in the form of photographs, so that RESILIENCE SKILL can confirm them within forty-eight (48) hours by registered letter with acknowledgement of receipt (LRAR) to the Carrier;

- refuse the defective and/or damaged Customized Product(s).

In any case, if the Customer or RESILIENCE SKILL have not notified the Carrier of any reservations by registered letter or extrajudicial act within three (3) days following receipt of the Customized Products concerned, the Customer and RESILIENCE SKILL will no longer be able to act against the said Carrier.

ARTICLE 12. REASSORTMENT - RETURN OF STOCK

The Customer may place any Replenishment Order under the same pricing conditions as those applied to the last initial order placed.

RESILIENCE SKILL may require a minimum purchase for certain Custom Products. RESILIENCE SKILL will inform the Customer of the Personalized Products concerned and the minimum purchase amount upon request.

RESILIENCE SKILL does not take back unsold Custom Products.

ARTICLE 13. EXCLUSION OF WARRANTY AGAINST HIDDEN DEFECTS

RESILIENCE SKILL is not bound by the warranty for hidden defects with respect to the Customer, as authorized by article 1643 of the French Civil Code.

ARTICLE 14. INTELLECTUAL PROPERTY

14.1. INDUSTRIAL PROPERTY

Each of the Parties is the owner of the industrial property rights to its company names, registered or figurative trademarks, signs, trade names, signs, Internet addresses or other distinctive signs (hereinafter referred to as "Distinctive Signs"). Distinctive Signs "). Any use of these Distinctive Signs by the other Party will require the prior written consent of the Party holding the rights.

Article 22 of the GTCS is to be understood as such a prior written agreement.

In addition, when Distinctive Signs are integrated into the Design :

  • The Customer grants RESILIENCE SKILL the right to use and exploit, free of charge, its Distinctive Signs within the framework of the GTC and to reproduce the Design integrating its Distinctive Signs as a commercial reference, on any RESILIENCE SKILL medium, including on the Internet and on its Site, for the entire duration of the GTC and 25 (twenty-five) years after their expiration, for the entire world;
  • The Customer, who is not the owner of the Distinctive Signs, requests the necessary authorizations from the owners of the Distinctive Signs, to allow RESILIENCE SKILL to use the Distinctive Signs for the purposes and according to the terms and conditions mentioned above;
  • The Customer guarantees RESILIENCE SKILL peaceful enjoyment of the Distinctive Signs.

Finally, the Customer undertakes to respect any trademark owned by RESILIENCE SKILL that may be affixed to the Customized Product, in particular the French trademark " RESILIENCE SKILL "n° 4737525, and agrees not to infringe it.

14.2. COPYRIGHT

a/ Customer-supplied design

The Customer declares that it holds the copyright on the Design it provides to RESILIENCE SKILL and on any element making up the Design, such as a logo.

The Customer authorizes RESILIENCE SKILL to use the Design and any of its components within the scope of the GTC, and more specifically for the purposes of customizing the Products and fulfilling the Order. The Customer also grants RESILIENCE SKILL the right to reproduce the Design, as well as any element composing it, as a commercial reference, on any support of RESILIENCE SKILL, including on the Internet and on its Site, for the whole duration of the protection of its patrimonial copyrights on the Design and/or on the elements composing it, for the whole world. This right is granted by the Customer free of charge.

At the very least, the Customer declares that he has obtained the necessary authorizations from the owner(s) of the copyright on the Design or on any element comprising it, to allow RESILIENCE SKILL to use the Design or any element comprising it for the purposes and in accordance with the aforementioned terms and conditions.

The Customer guarantees peaceful use of the Design supplied to RESILIENCE SKILL, as well as of any element making up the Design. Consequently, if a third party contests RESILIENCE SKILL's use of the Design or any of its components, for example in the context of an infringement action, RESILIENCE SKILL may take recourse against the Customer.

RESILIENCE SKILL undertakes to respect the Customer's rights to the Design. In particular, RESILIENCE SKILL undertakes not to use the Design for any purpose other than those stated above.

b/ Elements transmitted by RESILIENCE SKILL, Design created by RESILIENCE SKILL

In general, RESILIENCE SKILL is the owner of the intellectual property rights on all the elements it transmits to the Customer (such as titles, texts, images, photographs, graphics, logos, trademarks, Catalog, Models, Final Models...).

Any reproduction, representation, modification, publication, adaptation of all or part of these elements, whatever the means or process used, is strictly forbidden, except with the prior written authorization of RESILIENCE SKILL.

More precisely, RESILIENCE SKILL holds the copyright on the Design created for the Customer, as well as on any element composing the Design, insofar as the Design and its components constitute original creations. RESILIENCE SKILL grants to the Customer a peaceful enjoyment of its copyright on the Design and on the elements composing it within the framework of the GCS.

RESILIENCE SKILL authorizes the Customer to publish on any commercial medium, including the Internet, photographs or videos reproducing the Design, as long as RESILIENCE SKILL's name as author is cited.

The Customer undertakes to respect RESILIENCE SKILL's copyright on its creations and on the Design as well as on any element composing it, and in particular its right to the respect of its work in accordance with article L121-1 of the Intellectual Property Code.

In this respect, the Customer shall refrain from using the Design and any of its components for purposes not provided for in the GTCS, and in particular shall refrain from, unless authorized by RESILIENCE SKILL :

  • to make any changes whatsoever to the Design,
  • to have the Design printed on any product by its own means or by a third party,
  • to use the Design as a company logo or brand,
  • to transfer the Design and related copyright to a third party.

Any breach by the Customer of its obligations under the present article may result in legal proceedings against it for counterfeiting, in accordance with the provisions of the French Intellectual Property Code, and may engage its criminal or civil liability.

The Customer acknowledges and accepts that this clause constitutes an essential and determining condition of RESILIENCE SKILL's commitment.

ARTICLE 15. PERSONAL DATA

RESILIENCE SKILL processes Personal Data as a Data Controller, in compliance with Applicable Regulations, for the purpose of managing its commercial relations with the Customer.

More specifically, RESILIENCE SKILL processes Personal Data for the following purposes:

  • commercial prospecting,
  • build up a customer file,
  • contract management,
  • managing the delivery of Personalized Products,
  • invoicing and management of unpaid bills,
  • claims management.

The individual customer or the customer's employee is hereby informed that he or she has the following rights with regard to his or her Personal Data:

  • right to information,
  • right of access to Personal Data concerning him/her,
  • the right to rectify inaccurate or incomplete Personal Data,
  • right to request the deletion of Personal Data,
  • the right to limit the Processing of Personal Data,
  • the right to portability of Personal Data,
  • the right to object to the processing of Personal Data,
  • right to determine the fate of its Personal Data after its death,
  • the right to lodge a complaint with the supervisory authority.

These rights are exercised in accordance with the terms and conditions set out in the Applicable Regulations. The individual Customer or the Customer's employee may contact RESILIENCE SKILL to exercise their rights.

The Customer warrants to RESILIENCE SKILL that it has communicated the above information to each of its employees whose Personal Data RESILIENCE SKILL Processes and that its employees have effectively taken cognizance thereof.

ARTICLE 16. LIABILITY

Each of the Parties assumes responsibility for the consequences resulting from its own faults, errors or omissions, as well as from the faults, errors or omissions of its employees and subcontractors, if any, and causing damage to the other Party.

RESILIENCE SKILL'S LIABILITY WILL ONLY BE INCURRED IF IT IS ESTABLISHED THAT THE DAMAGE COMPLAINED OF RESULTED FROM ITS OWN ACTIONS AND IF THERE IS A DIRECT AND CERTAIN CAUSAL LINK BETWEEN THE ALLEGED FAULT AND THE DAMAGE.

RESILIENCE SKILL SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE TO THE CUSTOMER, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF SALES OR PROFIT, LOSS OF OPPORTUNITY, LOSS OF IMAGE, LOSS OF REPUTATION, OR ANY OTHER MORAL PREJUDICE.

Any action brought against the Customer by a third party in connection with or arising from the Customer's performance or non-performance of the GTCS shall not entitle RESILIENCE SKILL to any compensation.

In any event, if RESILIENCE SKILL were to be held liable by the Customer under the GTS for direct damages suffered by the Customer, the Customer's right to compensation would be limited, for all causes and for the entire duration of the GTS, to the price of the Customized Products as mentioned in the Quotation.

The Customer acknowledges and accepts that the present indemnity clause constitutes an essential and determining condition of RESILIENCE SKILL's commitment.

ARTICLE 17.INSURANCE

Each of the Parties declares that it is insured, in particular for professional civil liability, with a company known to be solvent, and that it keeps all insurance policies up to date, to cover all damage caused to the other Party or to any third party and consecutive to the execution or non-execution of the GCS.

ARTICLE 18. FORCE MAJEURE

Under no circumstances shall the Parties be held liable, and no compensation may be claimed from them, for any failure or delay in the performance of any of its obligations under the GTS, due to the occurrence of a case of force majeure as defined by article 1218 of the French Civil Code and by the courts.

Cases of force majeure include, but are not limited to, any illness or inability to work of the RESILIENCE SKILL Manager, any government decision, any withdrawal or suspension of authorizations of any kind, total or partial internal strike and/or strike of necessary third-party suppliers, fire, flood, storm, explosion, natural disaster, earthquake, state of war, act of terrorism, epidemic, pandemic, any act of computer hacking.

When a Party becomes aware of the event, it will inform the other Party by any means. The occurrence of an event of force majeure suspends the performance of the obligations of the Party prevented from fulfilling them.

If a case of force majeure continues beyond a period of two (2) months, the GCS may be terminated, without compensation, by either Party, by sending a registered letter with acknowledgement of receipt, as from receipt by the receiving Party.

ARTICLE 19. RESOLUTION

In the event of a breach by one of the Parties of its obligations under the GCS, the Party suffering the breach may give formal notice to the other Party, by registered letter with acknowledgement of receipt, to remedy the breach within a maximum period of fifteen (15) days from receipt of the letter.

The formal notice must expressly mention the present resolutory clause, in addition to stating that, should the debtor fail to meet its obligation, the creditor shall be entitled to terminate the GTC.

If, at the end of this period, the breach has not been remedied, the Party suffering the breach may terminate the GCS by registered letter with acknowledgement of receipt, without prejudice to any damages to which it may be entitled.

In this case, the resolution will take effect on the date of receipt by the debtor of the notification of the resolution made by the creditor Party.

The obligations of the Customer mentioned in articles 6, 8, 10, 14 and 17 of the GCS justify, in the event of non-observance, the termination of the GCS to its detriment, all without prejudice to any damages to which RESILIENCE SKILL may be entitled.

The GCS may also be terminated in the event of force majeure, under the conditions and in the forms specific to this hypothesis specified in article 18 of the GCS.

ARTICLE 20. INDEPENDENCE

Each Party acts in its own name and on its own behalf under the GTC. The GTS are devoid of any affectio societatis and will therefore have no effect on the independence of each Party with regard to the exercise of its activity and the pursuit of its corporate purpose, each Party continuing to exercise its management, rights and obligations independently and to assume its responsibilities. No clause of the GCS may be interpreted as creating between the Parties a relationship of agency, partnership or subordination.

ARTICLE 21. NON-EXCLUSIVITY

RESILIENCE SKILL does not reserve any exclusivity to the Customer.

RESILIENCE SKILL is thus able to use the Design it has created and any of its components in other services for third parties, or even to sell the Custom Products ordered by the Customer to third parties.

ARTICLE 22. REFERENCES

RESILIENCE SKILL is authorized to quote the Customer's name as a commercial reference, on any medium, including the Internet and its Site, for the duration of the GTC and for 25 (twenty-five) years after the expiration of the GTC.

ARTICLE 23. FINAL PROVISIONS

23.1. MODIFICATION

RESILIENCE SKILL reserves the right to modify the GCS at any time.

In the event of modification of the GTC, the applicable GTC are those in force on the day the Quotation is signed by the Customer.

23.2. PARTIAL NULLITY

The fact that any one of the stipulations of the GCS is or becomes illegal or inapplicable will in no way affect the validity or applicability of the other stipulations herein.

RESILIENCE SKILL will replace the invalid provisions with new provisions that are legally valid and as close as possible to the intended legal and economic meaning and purpose.

23.3. TOLERANCE - NO WAIVER

A tolerance on the part of one of the Parties with regard to the application of one or more of the clauses of the GCS may never, regardless of its duration or frequency, be considered as a modification or elimination of these clauses, or as a waiver of the right to invoke them.

23.4. ELECTION OF DOMICILE - NOTIFICATION

For the purposes of these terms and conditions, RESILIENCE SKILL elects the address indicated in article 1 of the GTCS as its domicile.

23.5. LANGUAGE

The GCS are written in French.

In the event that these GTC are translated into several other language versions, the French version shall prevail.

23.6. APPLICABLE LAW

The GCS are governed by French law.

23.7. CLAIMS

Any dispute or controversy relating to the formation, validity, interpretation or performance of the GTCS must be settled amicably between the parties as a matter of priority.

Any complaint by the Customer must be sent in writing to RESILIENCE SKILL at the postal address indicated in article 1 of the GCS or by e-mail via the contact form.

23.8. COMPETENT COURT

IN CASE OF DISPUTES OF ANY KIND, WHERE THE CUSTOMER IS A TRADER, EXPRESS JURISDICTION IS GIVEN TO THE COMMERCIAL COURT OF LA ROCHE SUR YON, NOTWITHSTANDING PLURALITY OF DEFENDANTS OR APPEAL FOR GUARANTEE, AND IN CASE OF JURISDICTION DEVOLVED TO SPECIALIZED JURISDICTIONS, TO THOSE IN THE ROCHE-SUR-YON AREA. THIS JURISDICTION ALSO APPLIES TO SUMMARY PROCEEDINGS.

Otherwise, the Parties agree to apply the provisions of articles 42 et seq. of the French Code of Civil Procedure.