FR

Terms of Sales

SELLER IDENTIFICATION

PROSYSTEMIC Conseil - 1 Rue des Ecoles - 27430 ANDE | SIREN number: 850 209 669 | Telephone: +33 6 42 95 71 42 | Email address: contact@prosystemic.com | Community VAT number: FR 51 850209669

1. GENERAL

1.1 - All our services are subject to these general terms and conditions of sale, which, unless expressly and expressly waived by us, prevail over any other purchase condition specific to each customer and entail, on the part of the latter, the full adherence to the said conditions. Any exception or exemption, even partial, requires prior written agreement. For any point not mentioned below, we will refer by default within the framework of common law. The client who mandates us to provide the services in accordance with the orders received is our PRINCIPAL, for whom we can take advantage of our position of agent vis-à-vis third parties.

1.2 - For certain services, special conditions modify or supplement these conditions general. The special and general conditions prevail over any purchase condition. 1.3 - In addition to the fact that they are annexed to the quotes, order form, proposals or contract, the general conditions of sale of services (GTC Services) can be consulted at any moment from the website www.prosystemic.com.

2 - PLACING AN ORDER

2.1 - The buyer places an order by post or e-mail addressed to ProSytemic Conseil by returning the order form, the proposal or the contract signed by him.

2.2 - Certain services require a prior estimate. The estimate established by ProSystemic is valid for a period indicated on the estimate, which may not exceed 3 months. Any quote accepted must bear the words "Good for agreement" and the signature of the buyer or the legal representative (for a legal person) as well as the commercial stamp (for companies).

3 - ORDER CONFIRMATION

3.1 - Any order form, proposal or contract signed by the buyer and which has been returned to him accepted by ProSystemic, constitutes a firm and final order, subject to the right of withdrawal enjoyed by the buyer, in the cases provided for by law.

3.2 - ProSystemic reserves the right not to accept a contract or to suspend a service intended for a buyer who has not fully or partially paid a previous service or with whom a payment dispute is in progress or even , in the event of refusal of authorization of payment on the part of officially accredited bodies or of non-payment. ProSystemic will then inform the buyer as soon as possible.

4 - POSTPONEMENT, CANCELLATION OF A SERVICE

4.1 - In the event of cancellation of a service due to ProSystemic, the payments already made by the buyer will be fully refunded.

4.2 - In the event of cancellation of services in progress, the CLIENT undertakes to pay systematically the services already performed on the date of termination, regardless of whether the service is due in full or not.

5 - EXECUTION OF MISSIONS

5.1 - ProSystemic strives to execute the orders to the best of its knowledge and means: the orders received must be clear and perfectly define the mission according to specifications or a description of missions established in advance by mutual agreement. ProSystemic must be able to count on a full and loyal cooperation from the PRINCIPAL, mainly with regard to the provision of full information on the matter or project being dealt with, the intentions of the PRINCIPAL, previous developments in the matter and any facts which may be known and which relate to the subject in question or another subject that may influence the latter.

5.2 - Unless expressly instructed, ProSystemic is not required to verify whether there is a possibility of a conflict of interest with another of its PRINCIPALS.

5.3 - ProSystemic may be required to entrust part of the mission to another external advisor if it deems it useful and / or necessary. Within this framework and in accordance with the law, ProSystemic undertakes to notify the CLIENT and obtain his agreement. ProSystemic remains in all cases responsible for all services and their proper execution.

6 - EXECUTION TIMES

6.1 - Unless a deadline is expressly agreed between the parties, ProSystemic is only required to execute the orders within the most reasonable deadlines and according to the agreed means.

6.2 - The deadlines are given for information only and any overrun cannot be considered as a reason for breaking or contesting the price.

6.3 - When a deadline is at stake, the PRINCIPAL must give his instructions and the means in good time so that the work can be carried out with the necessary care according to the agreed schedule. - When the orders or instructions arrive too short or too late, or without payment of the provision that may be required, ProSystemic is released from all liability for non-execution within the agreed times and within the rules.

7 - DELIVERABLES AND DOCUMENTS DELIVERED

7.1 - The CLIENT is required to verify the material and technical accuracy of the documents submitted or given to him by ProSystemic and to give his written consent to the texts submitted to him. Failing this and unless the CLIENT advises otherwise within a period agreed between the parties (by default 10 working days), his agreement is deemed to have been given on the content of these documents.

7.2 - The copyright on the documents submitted or delivered are reserved and ProSystemic is, unless agreed between the parties, the sole holder of their exploitation rights: no use (photocopies, modifications, transfer to another establishment, reproduction, publication, etc.) outside the scope of the mission defined in the specifications, is only authorized without the express agreement of the parties.

8 - PRICE

8.1 - The selling price of the services is expressed in euros net of taxes. ProSystemic is subject to VAT according to European laws.

8.2 - The prices depend on the services delivered and appear systematically on the purchase orders, proposals and / or contracts. They can change at any time. The price to be paid is that signed and approved by the CLIENT.

9 - TERMS OF PAYMENT

9.1 - Payment is made as standard, in cash on receipt of the invoice, except for exceptions specified on the order form, the proposal or the contract, by transfer to the ProSystemic account indicated on the documents transmitted (invoice in particular). - There is no discount in the event of early payment.

9.2 - Any late payment may generate an increase in the amounts due through the application of late payment penalties. The rate of late payment penalties is 3 times the legal interest rate. In accordance with article D. 441-5 of the Commercial Code, the amount of the lump sum compensation for recovery costs provided for in the twelfth paragraph of I of Article L. 441-6 of the same Code is set at 40 euros.

10 - PAYMENT SUBROGATION

In the event of payment subrogation concluded between the buyer and any other body, it is the buyer's responsibility to inform ProSystemic of this when signing the order. ProSystemic will then forward invoices directly to the designated agency.

11 - RESPONSIBILITY

In carrying out its mission, ProSystemic is only bound by an obligation of means, unless expressly agreed between the parties. The consultants act as an advisor and in this capacity, accept no responsibility for the implementation and the consequences of the exploitation by the Principal of the results of the Services.

12 - APPLICABLE LAW & COMPETENT JURISDICTION

The sales concluded are subject to French law. In the absence of an amicable agreement that the parties seek as a priority, any dispute concerning them will be submitted to the courts of Evreux, France.

13 - DIGITAL AND AUTOMATED PROCESSING

ProSystemic uses all the means made available by information technology. It promotes the dematerialization of documents and exchanges, for itself, its customers, its suppliers and its partners. In accordance with the laws on the digital economy, ProSystemic will systematically offer exchanges of electronic documents, whether standardized or not. In particular, invoices will be dematerialized and delivered in a format recognized by the tax authorities, allowing recovery. Whenever possible, documents and exchanges will be electronically signed to prove their authenticity.

14 - COMPUTING AND FREEDOMS

The personal data collected by ProSystemic is intended for the internal administrative management of the company. Customers, suppliers, partners, legal or natural persons have the right to access, modify, rectify and delete data concerning them in accordance with the "Informatique et Liberté" law of January 6, 1978, amended in 2004 To exercise this right, they can send an email to contact@prosystemic.com or post to: ProSystemic Conseil9 Rue du Val27340 LES DAMPS- France

15 - ARCHIVING - EVIDENCE

ProSystemic archives purchase orders, proposals, contracts and invoices. They are considered as evidence of transactions between the parties.