• Customer: any natural or legal person acting exclusively for professional purposes and having at least one physical point of sale (store), who orders Products from YY VERTICAL for resale to End Users. 

• End User: the natural or legal person who has purchased a Product, or is likely to purchase a Product, for exclusively personal and non-professional purposes.  

• Order: order for one or more Products placed by the Customer with YY VERTICAL, resulting from the ordering process (online or offline) provided for in these T&Cs;  

• Pre-Order: Order placed by the Customer in advance, to which an additional discount on the price of the Products applies.  

• Price List: price list for Products, updated and communicated to the Customer each year, and used as the basis for price discounts;  

• Product Family: range of Products grouped by YY VERTICAL according to the type of use of the Product, and identified in the Price List;  

• Product: climbing product, such as belay devices, chalk bags, training beams, or any other product sold by YY VERTICAL to the Customer, whether new or reconditioned, and resold under the YY VERTICAL trademark, or under any other brand owned by the Customer;   

• Quote: commercial offer from YY VERTICAL, mentioning in detail quantities and prices of each Product  

• Re-Order: Order for Products placed outside of Pre-Order periods.  

• Reseller Website: website on which Customers can place their Product Orders, accessible at https://yyvertical-proshop.com/  

• Specific Terms and Conditions: specific terms and conditions agreed between YY VERTICAL and the Customer regarding the purchase and resale of Products; and set out in a separate document signed by both Parties.  

• Terms and Conditions of Sale or T&Cs: these terms and conditions of sale, as well as any subsequent updates that may apply to the Order; 

• Territory: geographical area of resale granted to the Customer, on a non-exclusive basis, under the Specific Terms and Conditions, if any.  

• Trademarks: all registered trademarks, or trademark applications, owned by YY VERTICAL, in any territory.  

• YY VERTICAL: a simplified single-shareholder company with a share capital of €40,000, whose registered office is located at 312 Rue des Meunières, 38660 Saint-Vincent-de-Mercuze, registered with the Grenoble Trade and Companies Register under number 808 516 231  

Article 3 Acceptance and Modification of the Terms and Conditions

 

3.1 Acceptance of the T&Cs

These Terms and Conditions of Sale shall apply to all Product Orders placed by the Customer with

YY VERTICAL, regardless of how the Order is placed (online sale on the Reseller Website, order

by email or any other means of communication).

They are attached to any Quote sent to the Customer, so that the Customer acknowledges having

read and accepted them.

They are attached to the price lists sent to the Customer each year, together with the Product

catalog, so that the Customer acknowledges having read them. They are also available at any time

on the Reseller Website, and upon written request to YY VERTICAL.

Unless otherwise stipulated in the Order, any Order placed by the Customer on the basis of the

catalog and price list or by accepting a Quote implies full and complete acceptance of these Terms

and Conditions, which is expressly acknowledged by the Customer, who waives the right to invoke

any contradictory document, and in particular any terms and conditions of purchase, which would

be unenforceable against YY VERTICAL.

Furthermore, any Order placed on the Reseller Website implies the creation of a Customer

Account, subject to the express acceptance of these T&Cs. In addition, for any Order placed on the

Reseller Website, the Customer will be asked to accept the T&Cs again before confirming their

Order.

3.2 Modification of the T&Cs

YY VERTICAL reserves the right to modify these Terms and Conditions at any time.

The updated T&Cs shall apply after a period of thirty (30) days from the date on which they are

sent to the Customer by email. At the end of this period, the changes will apply to all new Orders

placed by the Customer, with previous Orders remaining subject to the version of the T&Cs

applicable on the date of the Order.

 

Article 4. Pre-contractual information

The Customer acknowledges that they have been able to get knowledge of, in particular on the YY

VERTICAL website, all the technical characteristics of the Products offered for sale. As a

specialized professional reseller, the Customer acknowledges that they have had access to all the

information necessary to ensure that the Products comply with current standards and can be

validly marketed at their points of sale (physical or digital), and that they meet the needs of the

End Users.

Consequently, the Customer releases YY VERTICAL from any liability under its pre-contractual

duty to provide information.

 

Article 5. Orders

5.1 Ordering Process

5.1.1 Offline Order

5.1.1.1 Order based on a Quote

All Quotes are valid for a maximum period of one month from the date of issuance. Any acceptance

of a Quote beyond its validity date shall only be considered a definitive Order upon confirmation

by YY VERTICAL, which may update its Quote to reflect changes in Product prices.

The Order shall be final upon Customer's unconditional acceptance of the Quote (returned signed

and dated with the words "Read and approved" to YY VERTICAL), or by the issuance of a purchase

order containing all the elements of the Quote, without reservation or variation. Any reference to

the Customer's Terms and Conditions of Purchase shall result in the Order being rejected by YY

VERTICAL.

5.1.1.2 Order by purchase order

The Customer may place an order by issuing a purchase order addressed to YY VERTICAL by

email. The Customer must use YY VERTICAL's "standard" purchase order form for Pre-Orders.

Each purchase order shall be subject to acceptance by YY VERTICAL, which acceptance shall be

given, within a reasonable period of time, in the form of an order confirmation confirming the

quantity of Products, the estimated delivery date, and the price. YY VERTICAL reserves the right

not to confirm all or part of the order for reasons beyond its control, in particular in the event of

a problem with the supply or availability of the Products, or in the event of previous orders not

paid for by the Customer. If no confirmation is received within eight (8) working days, the

Customer shall consider its order to have been rejected.

5.1.1.3 Orders via a sales agent

YY VERTICAL has a network of sales agents around the world to sell its Products and manage its

network of resellers.

If a sales agent has been appointed in the Customer's Territory, he will be the Customer's primary

contact for all commercial requests, including placing Orders or processing requests under the

Warranty and After-Sales Service.

However, it should be noted that the sales agent is only responsible for commercial negotiations

and does not have the authority to place Orders in the name and on behalf of YY VERTICAL.

Therefore, any Order placed through an agent must be confirmed by YY VERTICAL, in accordance

with the procedure set out in Article5.1.1.2 above.

5.1.2 Online Order

5.1.2.1 Creating a Customer Account

To place an Order on the Reseller Website, the Customer must create a Customer Account with YY

VERTICAL, providing all relevant identification details. In order to open a Customer Account, the

Customer must provide proof that they operate at least one physical point of sale in the territory

of their registered office or main office.

YY VERTICAL may refuse to create a Customer Account if the Customer does not meet the required

eligibility conditions.

5.1.2.2 Placing Orders

After logging in, the Customer can select the Products of their choice and add them to their

shopping cart.

The Customer must choose their delivery method and, if applicable, the delivery address.

Once this information has been entered, a summary of the Order is displayed, showing the

Products selected, their price excluding tax, the total price of the cart, and transportation costs.

The Customer then has the opportunity to check the details of their Order and its total price,

remove or add Products, and correct any errors before confirming their acceptance. It is their

responsibility to check the accuracy of the Order and to correct any errors immediately.

An Order is registered on the Reseller Website when the Customer has confirmed their cart, their

payment method, and accepted these Terms and Conditions of Sale by ticking the box provided

for this purpose.

Once the Order has been validated, and regardless of the applicable payment method, the

Customer will receive a confirmation email summarizing the details of the Order. This email

summarizes the Order reference number, the Products ordered by the Customer and their prices,

the terms and conditions, and the delivery date or deadline for each Product ordered.

Any Order placed, validated by the Customer, and confirmed by YY VERTICAL constitutes a remote

agreement (within the meaning of the Law on Confidence in the Digital Economy of June 21, 2004)

between the Customer and YY VERTICAL.

Unless proven otherwise, the data recorded through the Reseller Website constitutes sufficient

and valid evidence of all transactions made with the Customer.

5.2 Pre-orders and Re-Orders

The Customer may place either Pre-Orders or Re-Orders.

Pre-Orders allow the Customer to benefit from greater discounts than Re-Orders.

The table below shows the deadlines for placing Pre-Orders, as well as the delivery periods

depending on the nature of the Order:

4YY VERTICAL reserves the right to refuse or not confirm any Pre-Order placed after the deadline.

In the absence of confirmation from YY VERTICAL, the late Pre-Order will be considered a Re-

Order, without prejudice to YY VERTICAL's right to refuse it on the basis of these T&Cs.

5.3 Order Cancellation

Once placed, regardless of how it was placed, the Order is final and irrevocable and cannot be

canceled. Therefore, any request by the Customer to modify the Order must be submitted to YY

VERTICAL for approval. As an exception to the above, Pre-Orders may be freely modified or

canceled by either Party until the Order is shipped. In particular, YY VERTICAL reserves the

right to modify or partially cancel the Order in the event that a Product is unavailable from its

Supplier.

Any cancellation of an Order, whatever its nature, after delivery will be rejected. In such a case,

the Customer will in any event be liable for the full price of the Order.

Furthermore, as the Customer is acting in a professional capacity and the Order falls within the

scope of its main activity, the provisions of Article L.221-3 of the French Consumer Code on the

right of withdrawal do not apply.

Article 6. Delivery

6.1 Delivery terms

Delivery consists of the transfer of physical possession or control of the Product to the Customer.

Delivery terms depend on the place of delivery and are mentioned in the Order. In the absence of

any term in the Order, the applicable delivery term is stipulated in the Price List.

If not specified on the Order (or in the Price List), the following Incoterms (2020) shall apply:

 For distributors (who have entered into a distribution agreement): EXW

 For Customers located in the EU: DDP at the Customer's site

 For Customers located outside the EU: DAP to the nearest transport infrastructure (port,

airport, train station).

In all cases, delivery is made upon receipt of the Products at the agreed location, regardless of

whether the Customer is charged for delivery costs (transport, insurance, customs duties, etc.).

Any unilateral change to the delivery location by the Customer will result in the Customer being

charged for the related transportation costs.

6.2 Receipt of the Order

In all cases, and regardless of the applicable delivery terms, the Customer is required to check,

either personally or through an agent (such as the carrier), the condition of the Products delivered

upon delivery. The Customer must note any reservations on the delivery note and, if necessary,

refuse delivery if there are any apparent defects or faults. When Products are delivered DDP,

the Customer may, in an additional period of 3 working days from delivery, make any reservations

in writing (by email and registered letter with acknowledgment of receipt) regarding any

5apparent defects in the Products delivered, with all relevant supporting documents (including

photos). After this period, and if no such reservations have been made, the Products will be

deemed free of any apparent defects and no complaint will be accepted by YY VERTICAL.

In addition, the Customer may, during a period of 8 working days from delivery, notify YY

VERTICAL by email and registered letter with acknowledgment of receipt of any visible non-

compliance of the Products with the Order, that is not related to transport, such as: incorrect

dimensions, non-compliant color, incorrect Product reference, etc. The Customer must provide all

available evidence concerning the existence of such noncompliance. After this period, the

Products shall be deemed to be compliant and no claim shall be accepted by YY VERTICAL.

YY VERTICAL shall replace, as soon as possible and at its own expense, any Products delivered

whose non-compliance or defect has been duly proven by the Customer, to the exclusion of any

other compensation that may be claimed by the Customer as a result thereof.

6.3 Delivery times

YY VERTICAL undertakes to make its best efforts to deliver the Products ordered by the Customer

within the delivery times agreed between the Parties and mentioned in the Order.

The delivery times indicated on the Order are indicative and are not binding. Consequently, the

Customer accepts and acknowledges that the Products may be delivered after the indicated

delivery time, but also in advance, and the Customer may not refuse such early delivery without

legitimate reason, nor claim a discount or compensation as a result.

YY VERTICAL shall not be held liable for any failure to meet the delivery times indicated, nor shall

the Customer be entitled to cancel the Order or refuse delivery, unless the delay in delivery of the

Products exceeds 30 days and is exclusively attributable to YY VERTICAL.

Delivery times shall run from the date of confirmation of the Order or, in the event of payment (in

full or in part) at the time of the Order, from the date of said payment by the Customer.

In the event of unjustified refusal by the Customer to take delivery of the Products (whether they

have been delivered early or after the deadline indicated on the Order), any storage and

transportation costs resulting from this refusal will be invoiced to the Customer.

Article 7. Retention of title and transfer of risks

IN ACCORDANCE WITH ARTICLE L 624-16 OF THE COMMERCIAL CODE, THE DELIVERED

PRODUCTS REMAIN THE PROPERTY OF YY VERTICAL UNTIL FULL PAYMENT OF THE PRICE BY

THE CUSTOMER. THE CUSTOMER MAY NOT RESELL THE PRODUCTS UNTILL THEIR FULL

PAYMENT WITHOUT THE PRIOR EXPRESS AUTHORIZATION OF YY VERTICAL.

IF THE CUSTOMER FAILS TO PAY THE FULL REMAINING PRICE, AND AFTER THE EXPIRATION

OF A 30-DAY PERIOD FOLLOWING THE SENDING BY YY VERTICAL OF A REGISTERED LETTER

(WITH AKNOLEDGMENT OF RECEIPT) THAT REMAINS UNSUCCESSFUL, THE ORDER WILL BE

TERMINATED BY OPERATION OF LAW, AND YY VERTICAL MAY CLAIM OWNERSHIP OF THE

UNPAID PRODUCTS, UNDER THE CONDITIONS SET OUT IN ARTICLES L.624-9 ET SEQ. OF THE

FRENCH COMMERCIAL CODE. YY VERTICAL SHALL BE ENTITLED TO KEEP ANY DOWN

PAYMENT PAID BY THE CUSTOMER UNDER THE ORDER, AS A COMPENSATION FOR ITS

PREJUDICE.

6THESE PROVISIONS DO NOT PREVENT THE TRANSFER TO THE CUSTOMER, UPON DELIVERY, OF

THE RISKS OF LOSS OR DAMAGE TO THE PRODUCTS.

7Article 8. Prices and Terms of Payment

8.1 Price

8.1.1 Price List

The prices of the Products are listed in the Price List and are valid for the entire calendar year.

The Price List for year N is communicated by YY VERTICAL no later than November 30 of the

previous year (N-1).

Notwithstanding the foregoing, YY VERTICAL reserves the right to revise the Price List at any time,

subject to 30 days' notice, in order to take into account price variations applied by its own

suppliers.

8.1.2 Prices and delivery costs

Unless otherwise specified on the Order, prices are exclusive of tax.

The applicable delivery costs are indicated on the Price List.

Free shipping applies above the threshold mentioned on the Price List.

8.1.3 Discounts applicable to Pre-Orders and Re-Orders

Discount levels for Pre-Orders and Re-Orders are specified in the Price List in effect on the date of

the Order. Discounts are progressive and depend on the total amount of the Order, as well as the

Product Family concerned. They apply to the total amount of the Order, without progression (e.g.,

an order of $15,000 will receive an overall discount of 2%). They apply to the unit reseller prices

excluding tax and fees, as specified in the Price List.

Unless otherwise specified in the Price List, the following discounts apply:

Discount on Pre-

Discount on Re-

Order amount

Orders

Orders

Over €20,000.00 5% 2.5%

€10,000.00 to

€19,999.99 4% 2%

€5,000 to

€9,999.99 3% 1.5%

€2,000 to

€4,999.99 2% 1%

<€2,000.00 1% 0.5%

Re-Order

Pre-Order discount

discount on

Number of Product

on number of

number of

Families in Pre-order

product families (in

product families

%)

(in %)

5 5 2.5

4 4 2.0

3 3 1.5

82 2 1.0

1 1 0.5

8.2 Invoicing – Terms of payment

Unless otherwise specified in the Order, Orders are invoiced as follows:

 For all first Orders of Products: invoicing upon Order, and full payment before shipment

 For subsequent Orders: invoicing upon shipment, and payment within 30 days of the end

of the month of the invoice date.

YY VERTICAL nevertheless reserves the right, for any new Order, to require different payment

terms, particularly if it has doubts about the Customer's creditworthiness.

Unless otherwise stated on the Order, payments must be made exclusively in euros and by bank

transfer.

In the event of late payment by the Customer, all sums owed by the Customer, including those

relating to a separate Order, shall become immediately payable without any reminder or formal

notice being required.

In addition, YY VERTICAL reserves the right to suspend the performance of the Order, and any

other Orders in progress, in the event of non-payment of one or more invoices relating to the

Order or, pursuant to Article 1220 of the Civil Code, in the event of legitimate doubt about the

Customer's creditworthiness.

Any delay in payment shall result in the implementation of late penalties, equal to three times the

legal interest rate or, if higher, at a monthly rate of 5%. Furthermore, in accordance with Articles

L.441-3 and L.441-6 of the Commercial Code, any delay in payment shall automatically entail, in

addition to late payment penalties, the obligation for the Customer to pay a minimum lump sum

compensation of €40 for recovery costs, it being understood that YY VERTICAL reserves the right

to claim additional compensation, upon presentation of supporting documents, if the recovery

costs exceed the amount of the lump sum compensation.

Any dispute relating to an invoice must be made within a maximum period of 12 months, under

penalty of foreclosure, i.e. the Customer shall be barred from any claim if such claim is made later

than 12 months from invoice date.

Article 9. Resale of Products

9.1 Resale price

The Customer shall freely determine the sale prices of the Products to End Users by applying a

margin compatible with market prices and with the brand image of YY VERTICAL, whose Products

are renowned for their quality and innovative nature. To this end, the Customer shall take into

account the recommended retail prices and/or prices charged by YY VERTICAL, without these

being considered as imposed prices.

However, in the event of the launch of a Product that is significantly innovative in terms of

technology or use, YY VERTICAL shall be entitled to require the Customer to comply with a certain

public retail price in order to enable better promotion of the Product and greater market

penetration. This public price must be complied with for a maximum period of 6 months.

99.2 Resale channels

In order to preserve the image and quality of the "YY VERTICAL" brand, discourage the sale of

infringing products, and ensure appropriate pre-sales and after-sales service, the Customer may

not under any circumstances distribute and sell the Products through Internet

marketplaces, whether standard or specialized, such as, but not limited: Amazon, Galaxus, Fnac,

Decathlon, Nature et Découvertes, Cdiscount, etc.

However, the Customer remains free to sell the Products via its online store or any other online

sales channel (such as social networks) and to use any appropriate technique to optimize the SEO

of its online store (in particular by purchasing advertising space or using paid search engine

optimization services, such as Google Ads), provided that these services are not provided by the

operator of an online marketplace.

It is reminded that the Customer must operate at least one physical point of sale to resell the

Products in order to be able to place an Order for Products. YY VERTICAL reserves the right to

refuse any new Order if the Customer no longer operates a physical point of sale in its territory.

The Customer undertakes to provide YY VERTICAL, at its request, with aggregated data relating

to the volume of sales of Products or Product Families by sales channel (in-store sales, online

sales), in order to verify compliance with the commitments set out in this article. This information

will be treated as confidential by YY VERTICAL.

9.3 Use of YY VERTICAL Trademarks

9.3.1 Intellectual Property of YY VERTICAL

YY VERTICAL is the sole owner of the Trademarks used in connection with the sale of the Products,

which the Customer acknowledges. These Terms and Conditions of Sale do not grant any right to

use YY VERTICAL's Trademarks other than those conferred in this clause and by applicable law.

The Customer undertakes not to register as a trademark, in any territory, any trademark or name,

product name, used by YY VERTICAL, which has not been registered by YY VERTICAL with the

competent office.

9.3.2 Brand image compliance

The Client shall ensure that all commercial communications, whether in physical or digital form,

online or in-store, are consistent with the brand image of the Products and with the values of YY

VERTICAL. The Customer undertakes, in particular, to use YY VERTICAL's up-to-date

communication elements (logos, baselines, graphic charter, etc.) on all its communication media,

regardless of their trademark protection.

The Customer must inform YY VERTICAL at least 15 days before the launch of any advertising or

promotional campaign for the Products, regardless of the medium, by sending it the

communication projects prepared for this purpose. During this period, YY VERTICAL may make

any useful comments to the Customer if it considers that the communication projects may have

an adverse effect on its Trademarks or the reputation of the Products. The Customer undertakes

to take these comments into account and to modify its project accordingly.

10Any commercial communication about the Products (physical or digital marketing campaign, POS

advertising, etc.) reproducing the Trademarks must obtain the prior written agreement of YY

VERTICAL.

The Client also undertakes to take into account YY VERTICAL's recommendations regarding the

placement and promotion of the Products at physical points of sale.

9.4 End Users

The Products are intended for resale to End Users, as defined inArticle 1 . Sales to

professional customers must be limited to professional athletes and clubs, and any resale

of the Products to a reseller is strictly prohibited.

9.5 Territory

In the event that the Customer is assigned a Territory in the Special Terms and Conditions, the

following clauses shall apply.

The Customer shall refrain from any active commercial activity aimed at End Users located

outside the Territory, as other geographical areas are reserved for YY VERTICAL or its exclusive

distributors.

As such, the Customer shall refrain from soliciting orders from End Users located outside the

Territory, by any means, whether physical or digital. In this regard, the Customer shall refrain

from paying a search engine or online advertising provider to display advertisements specifically

targeted at End Users located outside the Territory; or from operating a website whose top-level

domain corresponds to an area or country outside the Territory, or from operating this website

in a language other than that in use in the Territory.

However, the Customer remains free to sell the Products to any End User located outside the

Territory, including via its website, provided that such sale does not result from an active

commercial approach on its part.

Article 10. Specific commitments of the Customer

10.1 Purchasing quotas

If negotiated with YY VERTICAL, the Customer undertakes to order from YY VERTICAL a minimum

annual amount of Products, expressed in value, and mentioned, where applicable, in the Specific

Terms and Conditions.

This purchasing quota will be renegotiated each year between the Parties in light of market

forecasts, growth prospects, and the Customer's planned investments to develop the marketing of

the Products.

If the Customer fails to meet this purchasing quota in a given year (N), the Customer will no longer

be eligible for the specific discounts applicable to Pre-Orders in the following year (N+1). Only the

"standard" discounts applicable to Re-Orders will then apply. If the Customer meets the

purchasing quota in the following year (N+1), they will once again be able to benefit from all

discounts in year N+2.

1110.2 Minimum stock

In order to guarantee sufficient restocking in stores and optimal availability of Products for sale,

the Customer undertakes to maintain sufficient stock to meet foreseeable customer demand,

based on seasonal trends. To this end, the Customer agrees to purchase from YY VERTICAL and

maintain a minimum stock level for each Product reference at its premises, as specified in the

Specific Terms and Conditions. This level will be reviewed by mutual agreement at the end of each

calendar year, based on market developments.

Article 11. Warranties

11.1 Legal warranty against hidden defects

As the Customer specializes in the resale of sports and outdoor equipment, the legal

warranty against hidden defects, provided for in Articles 1641 et seq. of the Civil Code, is

expressly excluded.

11.2 Contractual warranty - After-sales service

11.2.1 Duration and scope of the warranty

Unless otherwise specified in the Order, the Products are guaranteed for a period of 24 months

from the date of delivery of the Product.

This warranty covers any malfunction resulting from a defect in material, design, or manufacture

affecting the Products delivered and rendering them unfit for use. In this regard, YY VERTICAL

warrants that the Products offered for sale comply with the regulations in force in France and are

suitable for recreational or professional climbing.

Used or second-hand products are not covered by the contractual warranty.

Furthermore, this warranty does not apply if the defects or malfunctions are caused by:

 inadequate storage of the Product,

 unauthorized modification of the Product, or intervention on the Product by the Customer

or by a third party not approved by YY VERTICAL,

 natural wear and tear of the Product,

 damage caused to the Product by a third party, whether intentional or not;

YY VERTICAL's contractual warranty is independent of the legal warranty of conformity for which

the Customer is solely responsible, in its capacity as retailer (and seller) of the Products, vis-à-vis

the End User.

11.2.2 Warranty Procedure

In order to assert their rights, the Customer must, under penalty of forfeiture of any related action,

inform YY VERTICAL in writing of the existence of the malfunction within a maximum period of

eight days from its notification by the End User. The Customer must contact YY VERTICAL's after-

sales service and provide evidence of the alleged defect by any means, such as photographs or

videos.

If the defect is documented and acknowledged by YY VERTICAL, the Customer may return the

defective Products in the condition in which they were received with all components (accessories,

packaging, instructions, etc.). The Customer must obtain a return authorization number ("RMA")

12from YY VERTICAL. The costs and risks associated with returning the defective Products and their

reshipment (or shipment of any replacement Product) shall be borne by YY VERTICAL. YY

VERTICAL undertakes, at its discretion, to exchange the Product or issue a credit note for its price

on the Customer's next invoice.

The warranty is subject to full payment of the Order price by the Customer. Consequently, YY

VERTICAL reserves the right not to intervene under the warranty in the event of any outstanding

amounts remaining unpaid in respect of the Order, regardless of the cause.

Article 12. Regulatory compliance

YY VERTICAL guarantees that the Products comply with the standards and regulations applicable

in France.

However, YY VERTICAL cannot guarantee that the Products comply with all regulations applicable

outside French territory.

It is the Customer's responsibility to check with the relevant foreign authorities the

standards applicable to the use and marketing of the Products in the territory in which it

wishes to market them. As YY VERTICAL has no duty to provide information in this regard,

the Customer may not request the cancellation of an Order in the event that it is legally

impossible to resell or use the Product in the said territory.

Article 13. Liability

YY VERTICAL cannot be held liable in the event of non-performance or poor performance of its

obligations, if such breach is (i) attributable to (i) the Customer, (ii) an event involving a third

party to the Order, or (iii) a case of force majeure.

Under no circumstances may YY VERTICAL be held liable for damage caused to the Customer or

the End User as a result of use of the Product that does not comply with YY VERTICAL's

instructions or the technical documentation for use of the Product.

YY VERTICAL shall not be liable in the event the Order may not be performed because of legal

restrictions on the importation of Products into the Customer's territory. It is the Customer's

responsibility to obtain information on all authorizations and licenses required to import and sell

the Products in its territory before placing an Order.

YY VERTICAL shall not be held liable for any indirect damage resulting from the performance,

non-performance, or poor performance of an Order, or from YY VERTICAL's failure to fulfill its

contractual obligations, including any commercial damage, loss of customers, loss of profits, or

reputational damage.

In any event, liability for direct damages resulting from contractual breaches attributable to YY

VERTICAL shall be limited to an amount equal to the value of the Order concerned or, if this limit

is deemed inapplicable by the competent court, to the total value of Orders placed by the Customer

during the 12 months preceding the Customer's claim.

Article 14. Insurance

YY VERTICAL declares that it has taken out insurance with a reputable insurance company to

cover any bodily injury, material damage, and consequential loss occurring in connection with, as

13a result of, or following the performance of an Order, and attributable directly or indirectly to

itself, its staff or employees, or any other natural or legal person working or acting for it in any

capacity whatsoever.

YY VERTICAL undertakes to maintain this insurance throughout the duration of the Order and to

provide the Customer with a copy of the insurance certificates covering the said risks upon

request.

Article 15. Force majeure

YY VERTICAL shall not be held liable to the Customer for any breach of its contractual obligations

if such breach is exclusively due to an event constituting force majeure as defined by Article 1148

of the French Civil Code. By mutual agreement, the following are defined as cases of force majeure

for the purposes of these T&Cs, without limitation: terrorism, fire, explosion, flood, strikes by the

staff of one of the Parties or their suppliers; extreme weather events (storms, hurricanes, drought)

affecting the production or distribution of the Products, laws or decrees incompatible with the

performance of the Order, interruption of electrical, Internet, or telecommunications networks,

death of a key person at YY VERTICAL, such as its legal or de facto manager, or its technical

director, pending their effective replacement.

Any event of force majeure shall suspend the performance of the Order, with the Party affected by

the event undertaking to make its best efforts to bring it to an end or minimize its consequences.

If this impediment lasts for more than three (3) months, each Party shall then have the right to

terminate the Order as of right, without damages on either side.

Article 16. Suspension of the Order

YY VERTICAL reserves the right to suspend any Order in progress if the Customer fails to comply

with the following contractual obligations, which are considered essential by YY VERTICAL:

 Sales channels (Article 9.2 )

 Brand image compliance (article 9.3.2 )

 Minimum stock (article10.2 )

 Territory (article 9.5 )

This suspension may only be applied if the Customer fails to remedy the identified breach within

15 days of the formal notice sent by YY VERTICAL.

Article 17. Termination of the Order

In the event of a breach by one of the Parties of any of its obligations that is not remedied within

thirty (30) days of the sending of a registered letter with acknowledgment of receipt notifying the

breach in question and referring to this clause, the other Party may terminate the Order without

prejudice to its right to claim damages for the loss suffered. The termination shall take effect upon

receipt of the registered letter with acknowledgment of receipt sent by the Party affected by the

breach.

In the event of termination of the Order due to breach by the Customer, the latter shall be liable,

as liquidated damages, for the compensation provided for in Article 5.3 of these GTC.

14Article 18. Non-Waiver

Any one or more failure by either party to enforce any provision of these Terms and Conditions

or to exercise any right shall in no way constitute a waiver of such right or remedy on any future

occasion.

Article 19. Applicable law – Dispute resolution

These Terms and Conditions shall be subject to French law.

The Parties agree to endeavor to settle amicably any disputes arising from the acceptance,

interpretation, implementation of these Terms and Conditions, as well as the validity,

performance or termination of an Order (“the Dispute”). Upon the occurrence of a Dispute, the

Parties shall meet within one month of notification of the Dispute by one Party to the other Party

by registered letter with acknowledgment of receipt. The conciliation meeting shall be attended

by at least one representative of each Party. In the absence of an amicable agreement within one

month of the conciliation meeting, each Party shall regain its full and complete freedom of action.

IN THE ABSENCE OF AN AMICABLE AGREEMENT UNDER THE CONDITIONS SET OUT IN THE

PREVIOUS PARAGRAPH, ANY DISPUTE BETWEEN THE PARTIES (AS DEFINED ABOVE), FOR ANY

REASON WHATSOEVER, AS WELL AS ANY CONSEQUENCES THAT MAY RESULT THEREFROM,

SHALL BE SUBMITTED TO THE COMMERCIAL COURT OF GRENOBLE, TO WHICH THE PARTIES

GRANT EXCLUSIVE JURISDICTION. NOTWITHSTANDING THE CASE OF PLURALITY OF

DEFENDANTS AND EVEN FOR EMERGENCY OR PROVISIONAL PROCEEDINGS.