General Terms and Conditions of Use Sellers

The present general terms and conditions of use for sellers (hereinafter the "General Terms and Conditions of Use Sellers or GTCS”) define the conditions under which the company ETIFAK, a simplified joint stock company, registered in the Mulhouse (FRANCE) Trade and Companies Register under number 919 078 113, whose registered office is located at 69 chemin du Klettenberg in Mulhouse (FR - 68100), France (hereinafter referred to as "ETIFAK") makes available to seller clients (hereinafter referred to as the "Seller") a marketplace via its Internet site www.etifak.com (hereinafter the "Marketplace").

The present GTCS are initially written in French but will be translated into several languages thereafter. In the event of a problem of interpretation, inconsistency or contradiction between the French version and the translated version, the French version shall prevail.

ARTICLE 1 – DEFINITIONS

ARTICLE 2 - OBJECT

The Marketplace is a connection service offered by ETIFAK, between Buyers and Sellers registered on the said Marketplace in order to allow the sale, rental or any other provision of Products and Services.

The present General Terms of Use for Sellers define the conditions under which ETIFAK makes available to them the technical and technological tools enabling them to buy, rent or obtain one or more samples of the Products and/or Services, as presented on the Marketplace by the Sellers.

These Buyer Terms and Conditions of Use are distinct from and complementary to the General Terms and Conditions of Sale and/or the General Conditions of Purchase which govern the relationship between Buyers and Sellers.

The General Terms and Conditions of Use - Sellers must be accepted by the Sellers to use the Marketplace services, by means of a validation when creating her/his User Account on the Marketplace and must be accepted again at each update.

ETIFAK acts as a technical intermediary, without ever acquiring the quality of Buyer or Seller of Product(s) or Service(s). The services that ETIFAK offers are limited to :

• the hosting of Product(s) and/or Service(s) catalogs which may include free or paying samples, including all the information enabling the Buyer to place her/his Order (description, photos, Price, stock in real time, delivery time...) ;
• the provision of technical means to enable Orders to be placed :
• order tracking ;
• communication between Buyers and Sellers (e.g. for possible personalized quotations, requests for additional information, calls for tenders, contract management...) ;
• consolidation of Orders and invoices (Dropshipping): this service allows Buyers to place several Orders with several different Sellers and to pay the totality of their Orders in one go to ETIFAK. ETIFAK will pay the Sellers without having acquired ownership of the Products or Services ordered ;
• the possibility for the Seller to edit her/his invoices and to set up her/his invoicing data ;
• the display of the Order and payment history ;
• a space for the amicable resolution of any disputes that may arise between the Sellers and the Buyers ;
• a messaging space allowing exchanges with ETIFAK and the Buyers.

ETIFAK reserves the right to modify the General Terms and Conditions of Use - Sellers at any time, which will be applicable as soon as they are put online and to transactions carried out as of their entry into force.

ARTICLE 3 – SCOPE

The GTCS apply, without restriction or reservation, to the use of the services and technical and technological tools made available to the Users by the Marketplace, to the exclusion of any other document issued by ETIFAK, which are given for information purposes only.

In case of contradiction between the terms of this Agreement and the General Terms and Conditions of Sale and/or the General Conditions of Purchase of the Users, the provisions of this Agreement shall prevail.

The creation of a User Account, any Order and the use of the Marketplace in general, imply full acceptance of these Terms of Use.

The present General Terms and Conditions of Use for Sellers can be accessed at any time from the Marketplace www.etifak.com.

ARTICLE 4 – ACCESSIBILITY

4.1 Marketplace Services

1. The Marketplace is accessible to any Seller (subject to the validation of her/his account - Cf 4.2) and the validation of the Special Conditions) browsing the Marketplace website to list, describe and upload the Products and Services offered for sale after creating a User Account. The Marketplace is accessible 24 hours a day, 7 days a week, except in cases of force majeure or events beyond the control of ETIFAK.

ETIFAK reserves the right to temporarily interrupt access to the Marketplace or to suspend all or part of the services in order to improve, maintain, update and/or set up new services without this interruption giving rise to any right to compensation.

2. The main service of the Marketplace consists in the listing of Products and Services, by categories, promoting the connection and conclusion of Orders between Buyers and Sellers.

The Marketplace provides its Sellers Users with various tools (non-exhaustive list) :

• search filters,
• categories, subcategories, search engine,
• online catalogs with the possibility of displaying photos, prices and transaction currency, a descriptive text, a Product/Service sheet, advice for use, General Terms and Conditions of Sale, the possibility of ordering and delivering samples if necessary, the possibility of making promotional campaigns...,
• the possibility of establishing estimates, or to apply degressive rates according to the quantities ordered,
• the ability to manage all billing and administrative information related to the management of Orders,
• the possibility of submitting offers to calls for tender issued by the Buyers,
• evaluation of the Sellers with the possibility to comment and answer to these evaluations.

3. ETIFAK reserves the right to delete all or part of the contents of the Marketplace in the following cases :

• these contents are obviously illegal, fraudulent, misleading or no longer current. In these cases, ETIFAK may modify or delete the Seller's advertisements, without compensation, by notifying the Seller of the reasons for the modification/deletion,
• in the event of international trade restrictions beyond ETIFAK's control (i.e. Embargo, new international or domestic regulations),
• in the event of a sanction applied by ETIFAK under article 9 of these GTCS

4.2 Creating a User Account

1. The Marketplace provides the Seller with a personal space as soon as the registration is validated.

2. The fact that a Seller registers on the Marketplace implies full and complete acceptance of these terms and conditions, which is expressly recognized by the Seller, who waives, in particular, the right to rely on any contradictory document, which would not be enforceable against ETIFAK.

3. The Seller is solely responsible for the information provided at the time of registration, the authenticity and accuracy of which she/he guarantees to ETIFAK. It is her/his responsibility to update her/his data in the event of a change. The User ID and password chosen are her/his sole responsibility.

4. To create her/his User Account, the Seller shall provide the following information :

• Company name, company activity, cover photo and logo on which he/she holds all rights of use ;
• Opening hours of the department in charge ;
• Company registration number in the country of residence and VAT (or equivalent tax) ;
• Address ;
• Contact of the user (name, surname, email, telephone) ;
• Information on possible conflicts of interest between the key persons of the Sellers and the Buyers, or between one of these key persons and a national or international public person, influential personality or public authority. This declaration will take the form of a separate document sent by ETIFAK and deposited on the user's account. The user expressly undertakes to update this information without delay.

The profile must then be validated by ETIFAK before it is activated. ETIFAK reserves the right not to accept Sellers whose documents are not in conformity, are no longer up to date or about whom ETIFAK requests additional information/clarification.

The information thus provided may be updated at any time without requiring further validation by ETIFAK.

5.The Seller will then be invited to download her/his General Terms and Conditions of Sale. ETIFAK reserves the right to refuse them, at the time of the creation of the User account or at any other time thereafter, if they conflict with the present General Terms and Conditions of Use - Sellers, are manifestly illegal, unfair, prejudicial to ETIFAK and its image.

6.The information gathered by ETIFAK will be kept strictly confidential, with the exception of elements made public for legal reasons, by the User, or by any other means independent of ETIFAK's intervention.

4.3 Use of the User Account

1. The Marketplace allows Sellers to access the following features from their User Account :

• Uploading and managing their Product(s) and/or Service(s) catalog ;
• Editing invoices ;
• Editing and communication of quotes ;
• Order follow-up ;
• Payment tracking ;
• History of orders and payments ;
• Possibility to open a case of dispute with a Buyer in order to report any malfunction or non-compliance with the rules of use of the platform, the General Terms and Conditions of Sale or the General Conditions of Purchase ;
• Access pricing management tools as well as VAT management tools ;
• Personal messaging space ;
• Subscribing to a "premium" service allowing the promotion of certain offers ;
• Rating and comments of Buyers, response to comments that Buyers have posted on their profile (moderated by ETIFAK).

The Sellers are free to set the selling prices of their Product(s) and/or Service(s), ETIFAK having no authority in this respect. However, the Marketplace wishes to offer Buyers a range of quality Products and Services at a consistent price. In an approach of quality offers and demands, the Sellers commit themselves to set reasonable prices with regard to the market, the uses of the profession and the quality of their Product(s).

Additional services may be added to this list at a later date. The Sellers can also conclude a "Marketing Visibility" consulting service directly with ETIFAK.

2. The Seller can modify directly from her/his User Account all the Products and Services, the visuals, the product sheets, the General Terms and Conditions of Sale...

3. The Seller agrees to keep her/his Credentials strictly confidential and personal and not to communicate them to a third party. In the event of unauthorized use, she/he will inform ETIFAK without delay by any written or electronic means.

4. ETIFAK cannot be held responsible or liable in the event of theft of the Sellers' credentials and passwords and for any prejudice resulting from the fraudulent use of their User Accounts. However, ETIFAK undertakes to implement the necessary means at its disposal to limit this damage as soon as it is made aware of the theft of these data. In this context, any unauthorized use reported by the User or any suspicion of unauthorized use may be the subject of a suspension of access to the User Account without this suspension giving rise to compensation of any kind whatsoever.

5. In the event of non-compliance with these General Terms and Conditions of Use - Sellers, ETIFAK reserves the right to temporarily or permanently interrupt the Seller's access to her/his User Account, by suspending or terminating the present terms and conditions without prior notice or compensation.

6. Transactions made from the User Account are presumed to be from the account holder. Except in the case of a serious fault or breach attributable to ETIFAK, the latter may not be required to compensate any direct or indirect, material or immaterial damage suffered by the Seller as a result of the use of the User Account.

7. The User can delete her/his User Account directly from her/his personal space on the Marketplace. ETIFAK reserves the right to request proof of identity for this request.

4.4 Access to the Marketplace services

In addition to the acceptance of theseGeneral Terms and Conditions of Use - Sellers and the creation of a User Account, the Seller shall owe ETIFAK a commission for the services made available by the Marketplace.

ARTICLE 5 – SELLER'S OBLIGATIONS

5.1 General obligations

1.In general, the Seller agrees to :

• use her/his User Account in good faith and to respect the present General Terms and Conditions of Use - Sellers ;
• protect the User ID and passwords giving him access to her/his User Account ;
• respond as soon as possible to any request for information from ETIFAK ;
• update the information transmitted to ETIFAK in the event of a change ;
• comply with all standards and legislation applicable to her/his activity, such as but not limited to her/his registration, accounting, social and fiscal obligations.

2.The Seller undertakes to respect the following obligations towards the Buyer :

• To allow a right of withdrawal ;
• Obligations relating to the protection of personal data ;
• To make available to the Buyer the General Terms and Conditions of Sale applicable on the day of the Order (and special terms and conditions of sale if applicable) ;
• To provide Buyer with accurate, clear and truthful information regarding the Products and/or Services, applicable prices, inventory, sample delivery terms, and any necessary information requested by Buyer ;
• Negotiate with Buyers in good faith and establish a clear and detailed estimate at their request ;
• To handle returns and/or refunds of Products/Services in a timely manner ;
• To handle the complaints of the Buyers with diligence and delicacy on the dedicated space on the platform in order to resolve any dispute amicably.

3. More generally, the Seller shall exercise all reasonable diligence to ensure the satisfaction of the Buyer, particularly with respect to the quality of her/his Products and/or Services and her/his after-sales service. She/He undertakes to maintain a constant and courteous dialogue with the Buyer.

4. The Seller guarantees ETIFAK against any recourse against it, as ETIFAK cannot be held responsible for any failure on the part of the Seller in these matters.

5.2 Obligations relating to Orders

1. Seller represents and warrants that it has all necessary authority to market the Products and/or Services and/or provide sample(s) of the Product(s) via the Marketplace, including :

• Ownership of the Products / Services ;
• The intellectual property rights attached to the Products / Services (the ownership or the authorization to use these rights by their holder).

The Seller shall not offer for sale Products and/or Services that may be qualified as counterfeit and/or infringe the property rights of a third party. Only Products and/or Services authorized for sale via a Marketplace may be marketed by the Seller, which she/he guarantees.

The Products and/or Services offered for sale via the Marketplace shall be available immediately or within a foreseeable period of time, and Seller shall be obliged to regularly update her/his offers by deleting Products and/or Services that she/he has ceased to market and to indicate the unavailability of her/his Products and/or Services, if applicable.

The Seller is free to offer the Buyer the possibility of ordering samples of the Product(s). The terms and conditions for granting such samples shall be determined directly between Buyer and Seller. Seller shall always have the option of not offering samples of Product(s).

2. The Seller shall provide fair information, precise and accurate descriptions, and shall refrain from any content likely to mislead the Buyer regarding the characteristics of the Products and/or Services, the price and the guarantees granted. The visuals, in particular, must be in conformity with the Products and/or Services put online and respect the rights of third parties, the Sellers guaranteeing that they have all the necessary rights to use these elements of description.

In general, the Seller guarantees the accuracy of the content of her/his ads.

3. The Seller shall make available to the Buyer her/his General Terms and Conditions of Sale (and any special terms and conditions). She/He shall specify the delivery times and terms before any Order is placed.

Seller is advised that any Order is governed by the General Terms and Conditions of Sale and/or special terms and conditions of sale, as well as by an ad hoc agreement between the Parties, if any, and/or General Conditions of Purchase and/or special terms and conditions of purchase.

5.3 Obligations regarding the Marketplace

The Seller undertakes to behave in a fair manner at all times. She/He is obliged to comply with theseGeneral Terms and Conditions of Use - Sellers of Use at all times when using the Marketplace.

The Seller shall in particular refrain from diverting the purpose of the Marketplace and from committing any act that may give rise to civil or criminal liability (such as, but not limited to, placing orders directly with the Buyer(s) outside the Marketplace).

Seller shall use the services of the Marketplace in a benevolent manner, without prejudice to the rights of third parties.

The Seller shall not publish in any form whatsoever any message or information which is prohibited by law and the applicable regulations. The User undertakes not to disseminate any message, issue any assessment or information such as but not limited to : denigration, contrary to public order and morality, offensive, defamatory, racist, xenophobic, revisionist or damaging to the honor or reputation of others, inciting to suicide, hatred, discrimination, to commit an act of crime or terrorism, ...

In general, the User's comments must be measured and respectful of all.

5.4 Seller's liability

The Seller is solely responsible for the sale of the Products and/or Services via the Marketplace, for her/his commitments towards the Buyer, for the content of her/his advertisements and for the respect of the rights of third parties. She/He is solely liable for all her/his obligations towards the Buyers, third parties and ETIFAK.

Seller is also solely responsible for compliance with billing, tax, customs and administrative regulations in general related to the issuance of her/his invoices and the delivery of its Products and/or Services. It is the responsibility of the Seller to comply with the regulations applicable to the transport and national or international delivery of goods or services. The data that the Seller may set up in her/his ETIFAK account to facilitate the administrative management of Orders is her/his sole responsibility. ETIFAK is not responsible for any automatic or optional data, as these data are neither recommended nor certified as accurate.

Consequently, the Seller guarantees and indemnifies ETIFAK at first request against any damage and against any liability action that may be brought against her/him due to the violation of one of her/his commitments or one of her/his obligations under the present contract, the sale of the Products and/or Services, the use made of the Marketplace services or any other fact attributable to her/him.

ARTICLE 6 - EXECUTION OF THE ORDER

6.1 Placement of the Order

1. Once identified on her/his User Account, the Buyer may place an Order for one or more Products and/or Services with one or more Sellers, simultaneously or not.

All Orders are governed by the General Terms and Conditions of Sale and/or the General Conditions of Purchase, as applicable.

2. The Products and Services offered, and their presentation, are the sole responsibility of the Seller. All information, descriptions, Product sheets, photographs, recommendations and all information relating to the said Product and/or Service are created and/or provided by the Seller. ETIFAK invites the Buyer to consult all documents and/or photographs and/or information made available by the Seller via the Marketplace and to contact, if necessary, the Seller for any additional information.

3. The delivery terms are agreed directly between the Seller and the Buyer. ETIFAK invites the Buyer to duly read the General Terms and Conditions of Sale before placing an Order.

4. The Seller is free to set the selling price of each Product and/or Service and to choose the currency of the transaction. ETIFAK has no authority in this respect. However, the Marketplace wishes to offer Buyers a range of quality Products and Services at a consistent price. In an approach of quality offers and demands, the Sellers commit themselves to set reasonable prices with regard to the market, the uses of the profession and the quality of her/his Product(s).

The currency rate on the Marketplace is only indicative. The evolution of the exchange rate is completely independent of the will and control of ETIFAK. The Seller expressly acknowledges that the indicative exchange rate is not a decisive factor in her/his consent. The Seller also acknowledges that ETIFAK shall not be held responsible for the consequences of this indication on the business relations with the Buyers.

5. In the case of specific requirements, the Buyer may request a personalized quote from the Seller. The acceptance of this personalized quote must be filled in on the platform.

6. The Buyer can also publish a call for tender directly from the platform. Any Order placed as a result of this call for tender is ruled by the present GTCS and will therefore have to be filled in on the Marketplace.

7. Whatever form the Order takes (directly online, on a personalized quote or following a call for tender), the Buyer must be able to check before the validation of her/his Order the Products and/or Services ordered, the place of delivery or of realization of the service, the price, the currency, and the delivery / realization deadlines.

The Buyer may then confirm her/his Order.

8. Upon receipt of the Order, the Seller shall proceed to confirm the Order. A confirmation email shall be sent to the Buyer. The Seller shall then proceed to deliver the Products and/or Services.

If Buyer picks up the Products without delivery, this confirmation will trigger the billing procedure.

In case of delivery, the shipment of the Order will trigger the billing procedure.

6.2 Payment for Products and/or Services

1. Payment for Products and/or Services shall be made directly to Seller's account, as no online payment facility via the Marketplace is provided. Payment shall be made upon issuance of Seller's invoice, which shall be made under her/his responsibility.

2. If the Buyer uses the Dropshipping service offered by ETIFAK, the payment will be made directly by ETIFAK to the Seller in the name and on behalf of the Buyer.

ETIFAK shall in no case be held liable for any invoicing error, whether in the amounts, the transaction currency or the applicable VAT regulations.

3. In order to guarantee the proper functioning of the platform, ETIFAK reserves the right to request proof of the identity of the Seller or any other information deemed useful in addition to the checks carried out during the creation of the User Account.

If these verifications reveal the existence of suspicious and/or fraudulent or dubious practices, ETIFAK reserves the right to warn the Buyer and to suspend the User Account or to proceed with the deletion of the User Account.

6.3 Buyer’s review

The Buyer is invited to leave a review and/or a rating of the Seller and Seller's products or services after the Buyer's Order.

This rating is made by assigning a number of stars, from 1 to 5 stars, 5 stars being the maximum rating.

In this respect, the User undertakes to give a loyal opinion, representative of his experience and devoid of any comments sanctioned under these GTCS and the GTCB.

Any problem relating to an opinion and/or a rating can be reported to ETIFAK at the following address : contact@etifak.com. ETIFAK undertakes to study the request as soon as possible and to delete any review that infringes the CTGS.

ARTICLE 7 – RESOLUTION OF DISPUTES BETWEEN SELLERS AND BUYERS

1. Buyers may contact Sellers at any time and address any complaints regarding the Products and/or Services by using the messaging tool provided by the Marketplace from the User Account.

Sellers can contact Buyers at any time and send them any payment reminders or other complaints about outstanding invoices, deliveries or services by using the messaging tool provided by the Marketplace for this purpose from the User Account.

2. Any dispute regarding a transaction carried out through the Marketplace shall be settled primarily between Buyer and Seller. Claims shall be made in accordance with the applicable General Terms and Conditions of Sale and/or General Conditions of Purchase.

Users shall give priority to the amicable resolution of disputes.

3. In order to satisfy the Users in the use of the Marketplace, they can request the intervention of ETIFAK in the settlement of a dispute. In this respect, ETIFAK will be mandated to carry out any diligence that it deems reasonable and necessary to resolve the dispute. A space dedicated to the resolution of disputes is provided in the architecture of the Marketplace and allows any User to open a dispute case.

This proposal of intermediary in the dispute does not characterize an obligation for ETIFAK, the latter not being obliged to execute the service of the Seller, nor the resolution of the dispute, nor the reimbursement of the dissatisfied Buyer and not engaging in any way its liability within the framework of its assistance in the settlement of this dispute.

4. In the event that an amicable settlement of the dispute cannot be reached, then the applicable procedure shall be that described in the parties' General Terms and Conditions of Sale and/or Purchase.

ARTICLE 8 – FINANCIAL CONDITIONS

1. In return for the services made available to the Seller via the Marketplace, ETIFAK shall receive a flat fee set at a percentage of the price, excluding VAT and shipping costs, of each Order placed via the Marketplace. The list of commission rates is shown in the Financial Conditions and may be updated regularly.

2. The Commission will be invoiced by ETIFAK directly to the Sellers upon confirmation of the Order in case of Pick & Collect (without shipping) or upon shipping if applicable.

3. The Commission charged by ETIFAK is payable within 30 days of receipt of the invoice, in the currency stated on the invoice. Applicable VAT will be charged in addition, if applicable, and according to the rate applicable with the Seller.

4. Any delay in payment shall give rise ipso jure, without the need for prior notification or notice of default, to a surcharge of 5% of the invoice for every SEVEN (7) days of delay.

In the event of late payment exceeding one (1) month, and after written notification of having to pay the amount of the commission due, sent by any means to the Seller and remaining unsuccessful within seven (7) days, ETIFAK will be entitled to suspend access to the Seller's User account until the commission has been paid in full.

ARTICLE 9 – LIABILITY OF ETIFAK

1. The Marketplace is not a Seller, nor a reseller of the Products and/or Services, and does not intervene in the transaction between the Buyer and the Seller, whatever the method of placing the Order (Dropshipping, direct purchase, call for tenders...). Consequently, it is not bound by any guarantee and/or obligation to which any seller is legally or contractually bound in this capacity. For these same reasons, it cannot be held responsible for Orders, which are the sole liability of the Seller, which the Seller acknowledges by accepting the present contract.

Any Product and/or Service ordered may not be taken back, exchanged or give rise to compensation by ETIFAK.

2. ETIFAK cannot be held responsible for the content made available on the Marketplace by its Users or for the prices charged by the Sellers

It is reminded that the presentation of the Products and/or Services (information, description, Product sheet, photograph, recommendation and any information relating to the said Product/Service), are created and filled in by the Seller and are the sole liability of the Seller.

Consequently, ETIFAK cannot be held responsible for these contents, and is only obliged to rectify and/or update and/or delete the contents of which it is aware of the obviously illicit nature or of facts and circumstances that reveal this nature.

3. ETIFAK cannot be held responsible in the event of an invoicing error, or in the event of incorrect application of customs, tax and more generally administrative rules by the Sellers. The settings proposed on the platform are for information purposes only (e.g. with regard to VAT) and do not constitute advice from ETIFAK. It is therefore up to the Sellers to ensure that their deliveries of Goods and Services comply with all national and international laws.

4. ETIFAK will also amend and/or update and/or delete the content at the request of the Sellers and/or upon presentation of a final judgement and/or in application of a regulation in accordance with the law.

5. The Marketplace shall only be liable to the Seller for facts which are directly attributable to the Marketplace and which cause the Seller direct damage, to the exclusion of any indirect damage and/or loss of profit.

6. The liability of the Marketplace is excluded in case of misuse of its services by the Seller, fault, failure or negligence on her/his part. It can not be engaged because of facts attributable to a third party resulting from fraudulent actions such as, but not exclusively, computer hacking, data theft ...

ARTICLE 10 - TERMINATION OF ACCESS TO THE MARKETPLACE

1. The Seller may terminate the use of the Marketplace services at any time, provided that it respects a 7-day deadline and honors the Orders in progress.

2. In case of breach of any of Seller's obligations, including default of payment (Article 8.4), ETIFAK shall send Seller, by any written means capable of generating an acknowledgement of receipt, a formal notice to perform her/his obligations and remedy her/his defaults within 30 days. If at the end of this period the formal notice remains without effect, ETIFAK reserves the right to temporarily suspend or delete access to the Seller's User Account, without the Seller being able to claim any compensation.

This 30-day period does not apply to late payment, which remains subject to the specific provisions of article 8.4 hereof.

3. In case of serious and/or repeated breach by the Seller of her/his obligations or affecting her/his accounts, such as fraud, abusive language, counterfeiting, infringement of third party rights, inactivity for more than 6 consecutive months (i.e. no sales), malicious language, abusive and/or misleading evaluations, unfair behavior towards the Marketplace, etc., ETIFAK shall be entitled to deprive the Seller of all access to her/his services, without the Seller being able to claim any indemnity.

It is specified that if the Buyer were to place an Order directly with the Seller(s), while this Order follows a connection via the Marketplace, this act would characterize a serious breach of her/his obligations of loyalty likely to justify the closure of her/his User Account without her/him being able to claim any compensation.

4. ETIFAK reserves the right to restrict access or to delete any Seller who has :

• Repeated negative evaluations. For the application of the present CGUV, it is understood that a negative evaluation is an evaluation equal or lower than 2 stars out of 5. The repetition is characterized when negative evaluations are validated by at least FIVE (5) different Buyers over a period of less than or equal to SIX (6) months counted from date to date.
• An average rating of less than 3.5 stars out of 5 over TWELVE (12) months from date to date.

ETIFAK may take into account, in its assessment to restrict the Seller's access to the Marketplace, her/his clear willingness to solve the problems raised in the context of these negative evaluations. If ETIFAK decides to restrict or remove the Seller's access to the Marketplace, it will notify the Seller of its decision 7 days before the decision is made and will provide objective reasons for its decision. This decision does not entitle the Seller to any compensation.

5. Upon request, the Seller may ask ETIFAK to provide it with a market estimate consisting of a range and the average price charged for the similar Product(s) and/or Service(s) offered on the Marketplace.

This estimate is purely indicative, for information purposes and does not constitute a recommendation or an obligation.

6. If a Product and/or Service does not sell on the Marketplace for more than four (4) consecutive months, ETIFAK reserves the right to remove the Product or Service from the Marketplace. ETIFAK undertakes to inform the Seller of this decision 7 days before its implementation by any means and in particular via notification on the User Account.

The withdrawn Product(s)/Service(s) may be put back on the Marketplace by the Seller if it substantially changes one of the essential characteristics of the Product (quality, technical improvement, price,...).

This decision does not entitle the Seller to any compensation.

ARTICLE 11 – PROTECTION OF PERSONAL DATA

It is reminded that the personal data requested from Users by ETIFAK is necessary, both to guarantee access to the Marketplace services and to process Orders for Products and/or Services, to fight against fraud and for statistical purposes.

ETIFAK undertakes to ensure the security of the personal data that it stores for the purposes of processing and monitoring Orders and settling Commissions.

The processing of information communicated via the Marketplace complies with the legal requirements for the protection of personal data, as the information system used ensures optimal protection of this data.

ETIFAK undertakes (i) not to make any copies of the personal data without the express consent of the User, (ii) to use the personal data only on the instructions of the User and within the framework of the use of the Marketplace and of the Orders, (iii) not to disclose or transmit the personal data to third parties unless the User has given her/his express consent or unless it is required by law and regulation, (iv) to take all measures to avoid any misuse or fraudulent use of the Personal Data, (v) to take all technical security measures to preserve the integrity of the Personal Data, (vi) to destroy the Personal Data five years after the request for deletion of the User Account.

The Marketplace is open to Users located outside the European Union. The transfer of personal data to a Seller located outside the territory of the European Union will be strictly limited to the needs of the execution of the Orders placed with these Sellers.

The User has, in accordance with the national and European regulations in force, a permanent right of access, modification, rectification, opposition, portability and limitation of the processing of information concerning her/him.

To exercise all these rights, the User may contact ETIFAK via the Platform, which will provide a dedicated means of communication. Each request will open a ticket which will be closed when the request has been processed.

It is reminded that the Sellers have knowledge of the data of the Buyers relating to the Orders of Products and/or Services collected by the Marketplace. The Buyers are informed by the Marketplace that this data and in particular the information necessary for the delivery of the Products and/or Services are transferred, for this sole purpose, to the Sellers, who undertake to use this data only for the needs of the delivery of the Products and/or Services and to enable them to fulfil the legal obligations attached to it. They undertake not to keep any copy of the data once they have shipped the Products and/or Services ordered, any other use being strictly prohibited.

The Seller provides the Buyers with her/his personal data confidentiality policy.

ARTICLE 12 - INTELLECTUAL PROPERTY

12.1 Intellectual property rights of Sellers

1. The content (text, photographs, logos, trademarks, drawings, or any other type of content) of the advertisements relating to the Products and/or Services is the sole property of the Sellers or of a third party from whom she/he derives her/his rights.

In this respect, each Seller guarantees to be the owner of all the intellectual property rights inherent and necessary to the marketing of the products via the Marketplace.

In any case, ETIFAK cannot be held responsible for any act of counterfeiting, unfair competition or any other act infringing on the property rights of a third party, as ETIFAK only acts as a host.

2. Without prejudice to the intellectual property rights held by the Seller (in particular copyright and trademark law), the Seller expressly authorizes ETIFAK to reproduce and/or represent and/or adapt the format of the content provided by the Seller when creating her/his User Account, using the Marketplace and/or creating her/his offers of Products and Services, such as: brand, trade name, company name, logo, photographs of the Products.

This right is granted free of charge for the purpose of allowing the distribution of the offers of Products and/or Services on the Marketplace, without the intellectual property rights being transferred to ETIFAK, the Seller remaining the exclusive owner.

12.2 Intellectual property rights of ETIFAK

The content of the Marketplace, with the exception of the content provided by the Sellers, is the property of ETIFAK and is protected by French and international laws relating to intellectual property.

Any total or partial reproduction of this content is strictly forbidden and is likely to constitute an infringement of copyright.

ARTICLE 13 - ETIFAK CONTACTS

Our contact information is as follows :

• Via the Marketplace user space
• Via an email address :contact@etifak.com
• By registered mail to ETIFAK, 69 chemin du Klettenberg in Mulhouse (FR - 68100)

ARTICLE 14 - TOLERANCE

The fact that the User or ETIFAK does not take advantage, at a given moment, of any of the conditions of the General Terms and Conditions of Use - Sellers cannot be interpreted as a waiver of the right to take advantage of them at a later date.

ARTICLE 15 - INVALIDITY

If one or more of the stipulations herein are held to be invalid or declared as such in application of a law, a regulation or a final decision of a competent court, the other stipulations shall retain all their force and scope.

ARTICLE 16 - APPLICABLE LAW

The present General Terms and Conditions of Use - Sellers and the operations resulting from them are governed by French law.

They were originally written in French. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute.

ARTICLE 17 - SETTLEMENT OF DISPUTES AND COMPETENT COURTS

The Sellers and ETIFAK agree to do their utmost to resolve amicably any disagreements that may arise from the interpretation and/or execution of the General Terms and Conditions of Use - Sellers and their consequences.

Complaints against ETIFAK can be addressed via the User Account from the tab reserved for this purpose.

The parties undertake to settle in good faith any claims and disputes that may arise in connection with the use of the Marketplace and to give priority to an amicable settlement before any legal proceedings. The parties agree to refer to an international trade mediator by mutual agreement, ideally specialized in the sector concerned by the dispute. If no agreement is reached, ICC FRANCE will be appointed by default. The costs of mediation shall be shared equally between the parties.

It is expressly agreed that the Commercial Court of Mulhouse (FRANCE) shall have exclusive jurisdiction over any dispute arising between the Sellers and ETIFAK in connection with the use of the Marketplace concerning the validity, interpretation and execution of the General Terms and Conditions of Use - Sellers, even in the event of an appeal in warranty or multiple defendants.