Terms and Conditions of Sale

1 - Scope

Any order of our products and services implies the client's unreserved acceptance and full adherence to these general conditions, which prevail over any other document from the client, except for an express and prior derogatory agreement from our company.

Any written proposal or offer from our representatives binds our company only subject to their compliance with these general conditions.

Our company reserves the right to modify these general conditions at any time, with those in force being those communicated with the quotes/invoices.

2 - Orders

Any request for services is subject to a quote issued by our company, accompanied or not by commercial proposals outlining the project.

Any request for services, even in the absence of a prior quote or commercial proposal, is subject to these general conditions.

Quotes issued by our company are valid for the duration specified therein. If not specified, they are valid for 6 months.

Every order consists of:

• Our quote returned, dated, and signed by the client with their stamp, accompanied by the mention "good for agreement"; the client acknowledges having all the information allowing them to appreciate the characteristics and scope of the services and their suitability for the intended use.
• The payment of the deposit specified in the quote or the specific conditions;

An email may serve as a purchase order and/or agreement.

Any order placed during the service will be subject to a purchase order made after the request.

In case of unavailability of products or force majeure, our company reserves the right to provide equivalent equipment to ensure the intended purpose.

Orders transmitted to our company are irrevocable, except with our written acceptance.

An order can be modified subject to our written agreement. Modification of the order by the client may result in a change in the price listed in the quote. If this request occurs less than 7 days before the start of the service, a 20% surcharge will be applied.

In case of order cancellation, the client will compensate our company for all expenses incurred (including specific equipment, study costs, labor expenses, tooling, etc.) and for all direct and indirect consequences. Any order for specific manufacturing will be fully invoiced in case of cancellation.

Moreover, if the cancellation occurs less than 15 days before the scheduled departure date from our premises, the client will have to pay 50% of the total order amount; if the cancellation occurs less than 7 days before the scheduled departure date from our premises, the client will have to pay 100% of the total order amount.

If a client places an order with our company without having paid for one or more previous orders, our company may refuse to honor the order without the client being able to claim any compensation for any reason whatsoever.

3 - Execution of Services

3.1 General Provisions for All Services

The nature and details of the ordered services are described in the order.

Any service requested by the client but not specified in the order constitutes additional services that will be invoiced separately by our company at the current rate.

Our company undertakes, within an obligation of means, to bring all necessary care and diligence to the execution of the ordered services, in accordance with professional practices and the rules of the art.

Our company reserves the right to subcontract all or part of the execution of the ordered services to a provider of its choice.

Any intervention, of any nature, on our equipment will be performed exclusively by our teams unless otherwise agreed in writing by our company.

3.2 Specific Provisions

The provision of the electrical source and water supply is the responsibility of the client, who ensures optimal accessibility to these sources for our company;

• The client must lock up the provided equipment each evening to prevent theft;
• Additional electrical connections (i.e., non-standard) will be billed extra;
• If the installation site must be accessible to heavy trucks and forklifts, the client will ensure the ground is resistant enough for these vehicles;
• The client will ensure the cleanliness of the installation sites before, during, and after our company's intervention.
• Our company will organize the deployment within the timeframes defined by the client at the time of the order, any changes may incur additional costs to be billed to the client.
• The client will ensure the availability and opening of sanitary facilities throughout the duration of the service (assembly, use, disassembly).

4 - Delivery Date

The delivery date refers to the date when the client takes possession of the products (scenery, furniture, structures, installations, etc.), whether they are simply made available or installed by our company, according to the client's instructions. It is specified in each quote.

If a delay occurs, the client will cover all additional costs incurred, including overtime.

Our company strives to meet the delivery date indicated at the order acceptance, based on the reference logistical period in the profession, excluding sea transport, and except in cases of force majeure or circumstances beyond its control such as strikes, frost, fire, storm, flood, epidemic, supply difficulties, without this list being exhaustive.

Delivery delays cannot give rise to any penalty or compensation.

Any delay compared to the indicative delivery date indicated in the quote and order confirmation does not justify a cancellation of the order placed by the client and recorded by our company. It neither cancels nor modifies the contract. Penalty clauses appearing on the client's commercial documents are not enforceable against our company.

The delivery date in an order is accepted by our company and binds it only under the following conditions: compliance by the client with payment terms and deposit or security payments, timely provision of technical specifications, no delay in studies or preparatory work, absence of force majeure, social, political, economic, or technical events hindering our company's activities.

5 - Client Obligations

The client acknowledges having verified the suitability of the ordered services for their needs and the intended use. By accepting the quote, they acknowledge having received all necessary information and advice from our company to order the services knowingly. Consequently, no claim can be made by the client against our company on this basis, and the client's choices during the order or execution of services are their sole responsibility.

To enable the proper execution of the ordered services, the client agrees (i) to provide, within 20 days before the execution date of the services, all the information, content, media, and documents requested by our company, as well as, more generally, all necessary information for the execution of the services, (ii) to verify the accuracy of this information and its compliance with applicable laws and regulations, and (iii) to promptly inform our company in case of any changes to this information. The client is informed and acknowledges that this commitment constitutes an essential and determining obligation for the proper execution of the services. Our company's liability is excluded in case of the client's failure to fulfill this obligation.

The client agrees to comply with any recommendations and advice from our company for the execution and use of the ordered services (concerning, in particular, usage restrictions of certain materials or technical solutions that would be unsuitable). Failing this, our company may terminate the concerned order as well as any other ongoing orders without the client being able to claim any compensation.

The client agrees to inform our company of any financial difficulties or risk of insolvency concerning them.

6 - Risk Transfer (Rental)

The risk is transferred to the client from the opening date of the site (start of assembly) until the end date of the site (end of disassembly). In case of early provision or deferred removal, requested or accepted by the client, the risk is transferred or remains with the client on these two dates.

From these dates, the client is the depository and custodian of the rented equipment.

In case of removal of goods or equipment from our warehouses, the risk is transferred to the client upon exiting our depots.

7 - Transport

The transport cost is billed extra and indicated in our quotes.

In case of delivery or collection by our company, any additional handling or assembly/disassembly not specified in the quote will be subject to an additional invoice.

In case of damage or shortages in the delivered goods, the client is responsible for making all necessary reservations with the carrier.

In case of apparent defect or shortage, any claim will only be accepted by our company if made in writing within three working days from the delivery date. The client must provide all justifications regarding the reality of the observed defects or shortages.

8 - Equipment Removal / Receipt and Installation

The equipment is deemed to have been delivered in perfect working and maintenance condition, subject to a joint inspection by both parties.

In case of force majeure or impossibility to access the delivery site or refusal of the equipment at the delivery site, regardless of the cause, the client will still be liable for the full order payment, and our company cannot be held liable.

The delivery/receipt of the order must be documented with a specific document signed by the client and our services. In the absence of a signatory, the delivery/receipt is deemed compliant and accepted by the client without any contestation. The rented or sold equipment must be used according to its usual purpose.

Without prejudice to the measures to be taken by the client with the carrier as described in Article 7, no return of goods can be made by the client without the prior express written consent of our company.

Return costs will only be borne by our company if an apparent defect or shortage is effectively confirmed by our company.

Only the carrier chosen by our company is authorized to return the concerned products.

When, after inspection, an apparent defect or shortage is effectively confirmed by our company, the client can only request the replacement of non-compliant items and/or the complement to fill the shortages at our company's expense, without the client being able to claim any compensation or cancellation of the order. The unconditional receipt of the ordered products by the client covers any apparent defect and/or shortage.

The client's claim made under the conditions and modalities described above does not suspend the client's payment for the concerned goods.

In case of non-payment of an invoice due date, after a reminder without effect within 8 days, our company reserves the right to suspend any ongoing and/or future deliveries.

Any claim must be reported in writing to the installation manager on site, accompanied by a report from the appointed bailiff and sent to our company by registered letter with acknowledgment of receipt.

9 - Assembly / Dismantling

The client agrees to:

• Make the assembly site available within the deadlines and under the conditions set by the company;
• Clear the site before the installation starts;
• Provide, if necessary, an official authorization for the installation of the ordered products, failing which the client will assume full liability, including costs incurred by our company for the removal of equipment in case of refusal by the authorities;
• Bear the risks and costs resulting from any delays in the assembly due to lack of information, communication, or assistance;
• Assume all responsibilities and costs related to the safety and protection of the site and the equipment, including insurance coverage;
• Ensure the safety and protection of the equipment and the personnel involved in the assembly/dismantling, including compliance with safety regulations;
• Provide adequate facilities and access to the site for the delivery and handling of equipment and materials;
• Coordinate with other contractors and service providers involved in the project to avoid any delays or conflicts during the assembly/dismantling process;
• Inform our company of any specific requirements or constraints related to the site, including environmental or logistical issues.

10 - Payment Conditions

Payments for our services are made in three installments:

• 30% deposit upon order confirmation;
• 40% before the start of the installation;
• 30% upon completion of the installation.

Invoices are payable within 30 days from the invoice date, unless otherwise agreed in writing.

In case of late payment, interest will be charged at the rate of 1.5% per month on the outstanding amount, without prejudice to any other rights or remedies available to our company.

Our company reserves the right to suspend or terminate any ongoing services in case of non-payment of any due amount.

11 - Liability and Insurance

Our company is responsible for the proper execution of the services as described in the order, within the limits of an obligation of means.

The client is responsible for ensuring the suitability of the ordered services for their intended use and for complying with any recommendations and advice provided by our company.

Our company is not liable for any indirect, incidental, or consequential damages, including loss of profits, revenue, or data, arising from the use or inability to use the ordered services.

The client agrees to indemnify and hold our company harmless from any claims, damages, or liabilities arising from the client's use of the ordered services or any breach of these general conditions.

The client agrees to obtain and maintain, at their own expense, all necessary insurance coverage for the ordered services, including liability insurance, property insurance, and any other relevant coverage.

12 - Termination

In case of breach of these general conditions by the client, our company reserves the right to terminate any ongoing services without notice and without prejudice to any other rights or remedies available to our company.

In case of termination, the client agrees to pay for all services rendered up to the termination date, as well as any additional costs incurred by our company as a result of the termination.

13 - Confidentiality

Both parties agree to keep confidential any information disclosed during the course of the services, including technical, financial, or commercial information, and not to disclose it to any third party without the prior written consent of the other party.

This confidentiality obligation remains in effect for a period of five years after the completion of the services.

14 - Intellectual Property

Our company retains all intellectual property rights to the services, including any designs, plans, drawings, or other materials provided to the client.

The client is granted a limited, non-exclusive, non-transferable license to use the services for their intended purpose, subject to these general conditions.

The client agrees not to reproduce, modify, or distribute any part of the services without the prior written consent of our company.

15 - Dispute Resolution

Any disputes arising from these general conditions or the execution of the services will be subject to the exclusive jurisdiction of the competent courts in the jurisdiction where our company is registered.

These general conditions are governed by the laws of the jurisdiction where our company is registered.

16 - Non-solicitation of Staff

The client undertakes not to solicit, directly or through an intermediary, any member of our company’s staff who has participated in and/or collaborated in the execution of the ordered services during the period of execution and for a period of one year following the end of the services, even if the initial solicitation is initiated by the company’s employee themselves.

In the event of non-compliance with this clause, the client shall be automatically obliged to pay our company a lump sum compensation corresponding to the gross remuneration that the employee received during the six months preceding their departure.

17 - Personal Data

Our company is required to collect personal data concerning the client. This data is collected to enable the execution of the ordered services and to send the client information regarding our activities and services. The client’s data is accessible within our company only to those (employees and managers) who have a legitimate interest in knowing it. Outside of our company, IT and technical service providers working on our information systems, servers, tools, and software applications or hosting the data may also have access to the client’s personal data. Our company reserves the right to communicate the personal data of clients in order to fulfill its legal obligations, particularly in the event that it is compelled to do so in the context of judicial, administrative, or legal procedures or decisions or administrative, legal, or judicial constraints.

Subject to proving their identity, the client has the right to:

• Access their personal data and obtain a copy;
• Correct their personal data that is incorrect or no longer up to date;
• Request the deletion of their personal data. However, our company retains certain data to comply with its legal and regulatory obligations and when it has a legitimate reason;
• Oppose the processing of their personal data if they have legitimate reasons;
• Withdraw their consent;
• Limit the processing of their personal data;
• The right to data portability, i.e., to receive a copy of their personal data in a structured format and the right to transmit it to another data controller.

The client also has the right to file a complaint with the National Commission on Informatics and Liberty (CNIL) if they believe that their rights have not been respected.

To exercise their rights and generally for any questions concerning the processing of their personal data by our company, the client can send an email to dpo@dparchi.com.

The company reserves the right to decline any request that appears unreasonable due to its repetitive or systematic nature or that could jeopardize the security of servers, files, systems, and data.

For more general information about the personal data we collect, please consult our Privacy Policy.

18 - Force Majeure

Our company shall not be held responsible for failing to meet its obligations resulting from an event constituting force majeure, as defined by law and jurisprudence.

If our company is prevented from performing its obligations due to an event of force majeure, it is up to the parties to try to find a fair solution and take all reasonable measures to minimize the consequences of the force majeure, without any of the parties being able to claim any compensation in this regard.

Our company shall, in any case, be entitled to retain any deposits paid and to invoice the full price of the services actually performed, even if only partially.

If the event lasts more than 30 days, the contract concluded by our company and its client may be terminated by the most diligent party without either party being able to claim damages.

19 - Miscellaneous Provisions

• Assignment or transfer without our prior written consent.

Nullity: in the event that any of the provisions of these terms are deemed null or inapplicable, the other provisions of these terms shall remain applicable in their entirety.

Tolerance / non-waiver: no tolerance on our part in the application of the provisions of these terms can be interpreted as a waiver to assert them later against the client.

20 - Applicable Law / Jurisdiction

These terms and the orders concluded under them are subject to French law.

Our company elects domicile at its registered office.

Any dispute or litigation must, prior to any action before any court of substance or summary proceedings, be subject to amicable discussions.

In the event of an agreement, it will be recorded in a protocol.

Any dispute or litigation that has not been amicably resolved by the Parties will be subject to the jurisdiction of the Versailles Court.

Version dated March 1, 2024