PTCDS Particular Terms and Conditions of Distance Selling, in (French “CPVAD”)

Preamble

These Special Conditions (hereinafter: the “Special Conditions of Sale”, “Conditions of Sale” or “STC”) are intended to specify the stipulations applicable to the relationship between:

Company ECS SAS, which publishes the Site,

having its registered office: 3bis, rue Albert Einstein 93200 Saint-Denis – France, registered with the French Trade and Companies Register under number 899 268 718, Tel.: +33 1.47.55.17.02 – email, Intra-Com VAT number FR68899268718,

hereinafter referred to as “Chateaux-France”, or “SAS ECS”,

on the one hand,

And

The Selling Members (as defined in Article 4, paragraph 2 of the General Terms and Conditions), on the other hand,

These Selling Members are deemed to regularly offer the public the products listed in our Price List – II, tangible and intangible goods, for which they have contracted with Chateaux-France in accordance with its General Terms and Conditions for Subscribers Members. As such, they act as professionals both with respect to Chateaux-France and to any purchasing member (as defined in Article 4, paragraph 2 of the General Terms and Conditions).

They may be referred to herein as either “sellers” or “Vendors”,

On the other hand,

And in particular the reciprocal obligations they undertake to each other, as well as those they have towards the Site’s purchasing members (hereinafter referred to as “Buyers“), listed below:

Vendors’ Obligations

– The Vendor is acting in a professional capacity and must identify themselves to Chateaux-France as such. Chateaux-France reserves the right not to enter into a contract with a Vendor.

– Chateaux-France reminds the Vendor of its obligation to comply with the laws and regulations governing the operation of a professional distance selling business. In particular, the Vendor must ensure compliance with all social security and tax reporting obligations. The Vendor must also comply with regulations concerning waste electrical and electronic equipment (WEEE), the warranty of conformity, and commercial warranties.

– The Vendor undertakes to issue a legally compliant invoice to the Buyer free of charge.

These Particular Terms and Conditions of Sale, which the Vendor declares to accept without any restriction or reservation, supplement, as necessary, the General Terms of Use accepted by all users of the Site.
Members accept these Particular terms and conditions and declare that they have a sufficient understanding of the language, in its original version, French, which always prevails over the translated versions of these terms and conditions.
In the event of any conflict between the Particular Terms and Conditions of Sale and the General Terms of Use, the former shall prevail.

Article 1 – Definitions

In the present document, the following terms used with a first letter in capital letters shall have the meaning specified below, it being specified that terms in the plural may be understood in the singular and vice versa.

– Source code, should be understood as the set of instructions written in a computer programming language, markup or presentation formats, including all multimedia or other elements included, used by the Seller for the purposes of the customizable services.

– Contract, means the contractual whole referred to in art. 11 below and supplemented by these Special Conditions of Sale, which set out the contractual relationship between Chateaux-France and the Seller.

Buyer contact details refers to all the Buyer’s personal data necessary to place an order on the Site, including their name, surname, postal address, and the details of their order.

Performance and Trust Indicators (“PKI”) refers to indicators including (but not limited to) the number, quality and nature of Products available in the Seller’s inventory, its rate of confirmation of Product availability, its rate of Claims filed by Buyers of its Products and the ratings given to the Seller by these Buyers, as well as the quality of its services in terms of delivery, weighted in the form of ranks (“A”, “B”, “C”, “D”, etc.) and a rating.

Article 2 – Services

• Article 2.1 –Posting offers on the Site

Pro.2.1.1 – Posting of offers for sale on the Site

The Seller has a tool for publishing and distributing its offers for sale on the Site without time limitation. This tool allows the Seller to post a presentation of the Products or the essential characteristics of these Products using databases (for example: title, medium, photograph, label, recommended retail price).

Given the strategic nature of the Site’s structure and the ease of access to offers by Members, the Seller distributes its offers in strict compliance with existing categories.

Pro.2.1.2 – Distribution of pre-order offers on the Site

The Seller has the option to publish pre-order offers for Products on the Site. This option allows them to list Products that are not available for sale on the day the advertisement is published, but whose release date is announced.

• Article 2.2 – Distribution of offers on the Chateaux-France E-Shop

The Chateaux-France E-Shop service (“Chateaux-France E-Shop”) allows the Seller to create and have a Chateaux-France E-Shop integrated into the Site and customizable by them via a specific interface, within the technical and graphic limits of said Site as detailed in the documentation made available to them by Chateaux-France.

Activation of the Seller’s account is subject to the creation and customization by them of a fully functional Chateaux-France E-Shop.

• Article 2.3 – Express Delivery

The Express delivery service allows the Seller to offer delivery of its Products within 1 to 2 business days, depending on the time the Buyer places the order.
It is important to note that the Seller offering Express delivery for its Products commits to a fixed delivery timeframe, not a shipping timeframe.

The Express delivery service is currently subject to shipment from mainland France and delivery via one of the following carriers: Chronopost, DHL, FedEx, France Express, GLS, TNT, UPS.

• Article 2.4 – Conditions of access to certain services

The activation of the services referred to in Article 2.1.2 (Distribution of pre-order offers on the Site) and Article 2.3 (Express Delivery) for the benefit of the Seller results from a unilateral decision by Chateaux-France taken into consideration of the Seller’s ability to meet the conditions of use relating to these services and the Seller’s Performance and Trust Indicators (“PKI”).

Any activation of these services is subject to the signing of specific commitments.

Chateaux-France reserves the right to suspend the benefit of the services referred to in Articles 2.1.2 and 2.3, in particular in the event of a breach of their respective terms of use.

In the event of suspension of the benefit of using the option referred to in Article Pro 2.1.2, all of the Seller’s pre-order listings will be automatically deactivated and will no longer appear on the Site, until the Seller complies with the terms of use relating to this service.

• Article 2.5 – Ancillary goods and services

The Seller has the option to offer, as an ancillary service, a commercial guarantee within the meaning of Articles L. 217-15 et seq. of the French Consumer Code relating to one or more of the Products that it offers for sale, provided that this guarantee complies in all respects with these provisions and that its terms are precisely defined in the offer published by the Seller.

Any other proposal of goods and services ancillary to the Buyer must be approved in writing beforehand by Chateaux-France.

• Article 2.6 – Ranking of offers on the Site

The Seller has the opportunity to consult the main parameters determining the ranking of offers on the Site, the reasons justifying the importance of these main parameters and the existence of parameters based on direct or indirect remuneration from Chateaux-France.

Article 3 – Seller’s Obligations

• Article 3.1 – Seller’s business activity

The Seller is expressly informed that Chateaux-France attaches paramount importance to the smooth execution of purchases made by its users from sellers operating on the Site. In particular, Chateaux-France intends for orders placed on the Site with Sellers to constitute a fully satisfactory experience for Buyers.

Aware of these crucial requirements, the Seller undertakes to use the tools at its disposal, promote its offer and handle orders, questions and complaints received in a diligent, reasonable and informed professional manner.

Consequently, he agrees to:
– Demonstrate moderation and courtesy in all interactions with Members;
– Comply with all applicable French and European Union legislation, particularly regarding resale at a loss and tax and social security obligations;
– Comply with the ethical standards applicable to their business, and in particular the codes of ethics published by the French Federation of E-commerce and Distance Selling (fevad.com).

• Article 3.2 – Offers of Sale and order processing

Article 3.2.1 – Conditions for submitting offers

The Seller presents its offer in strict compliance with applicable laws and regulations, including those relating to the prohibition of unfair, misleading or aggressive commercial practices, those relating to sales and price displays, those relating to waste electrical and electronic equipment, those relating to legal and commercial guarantees and the marketing of regulated products which it declares to know perfectly.

The Seller complies with best practices and market standards regarding the graphic presentation of its offer. In the “Fashion & Beauty” category, each Product is therefore represented flat or on a mannequin within a photograph with a blank and uniform white background.

The Seller is able to communicate to Chateaux-France, without delay and on first request, any authorization from the holder of intellectual property rights that may be required for the marketing of its Products on the Site.

The Seller freely determines the price reduction announcements that it wishes to put in place and undertakes, in this respect, to refer to the lowest price that it has charged during the last thirty (30) days.

Article 3.2.2 – Order processing

The Seller keeps up-to-date information on the existence and availability of the Products offered for sale on the site and ensures in all circumstances an order confirmation rate strictly above 95% (ninety-five percent) of all orders placed by Buyers over a rolling month.

The Seller confirms orders within seventy-two (72) hours; any order not confirmed by the Seller within seventy-two (72) hours is automatically considered cancelled. In this context, the Seller checks daily the email address provided during registration and/or the order management interface and/or the FTP account (made available by Chateaux-France, if applicable) to process orders received or placed on the Site.

For pre-orders, the Seller must validate each pre-order and notify the Buyer of their acceptance. The seventy-two (72) hour period begins on the scheduled release date of the Product. If the Seller has not confirmed the pre-orders within this period, all of their pre-orders will be automatically cancelled.

Upon receiving the email notifying the Seller of the sale and/or the order flow on the order management interface and/or FTP account, the Seller immediately isolates the ordered Products from the rest of its stock. The Seller then proceeds to ship them within forty-eight (48) hours (or within the shorter period specified in the offer) after order confirmation, to the recipient’s exact contact details and according to the delivery method (registered mail, tracking, etc.) provided by Chateaux-France.

The Seller shall provide Chateaux-France without delay, according to the terms and times indicated by the latter, with all information relating to the status, shipment and where applicable tracking of the order, this information may be freely communicated to interested parties by Chateaux-France.

If the release date of a pre-ordered product is changed, the Seller must immediately notify Chateaux-France and all Buyers of the Product.

Furthermore, when Express delivery has been activated by the Buyer, the Seller confirms:

– before 2:30 p.m. (Paris – France, time) for orders placed before 2:00 p.m. on the same day;
– on the following day (J+1) before 2:30 p.m. (Paris – France, time) for orders placed after 2:00 p.m. the previous day.

Following this confirmation, the Seller will proceed with the shipment via one of the transport companies referred to in Article 2.4 and is responsible for strictly adhering to the delivery deadlines set out below:

These delivery times are extended by one day when the order is placed on a French public holiday that is neither a Saturday nor a Sunday.

The following days are conventionally considered public holidays:

As soon as possible and at the latest at the time of dispatch, the Seller shall communicate to Chateaux-France the tracking number of the package via the order tracking or the WebServices.

In the event of failure to deliver within the timeframe specified above, the Seller shall be liable for compensation equal to five percent (5%) of the Transaction Price, plus the difference between the price paid by the Buyer for Express delivery and the price they would have paid for Registered mail. The Seller authorizes Chateaux-France to directly debit this amount from their Wallet.

As necessary, it is specified that this compensation is without prejudice to the stipulations of Article 6 (Liability and guarantees).

The Seller is prohibited from diverting, for its own benefit or for the benefit of third parties, Buyers recruited through the Site, in any way whatsoever. In particular, the Seller is prohibited from including in its packages any document promoting any website other than the one operated by Chateaux-France.

• Article 3.3 – Customizable services

When using customizable services (such as the Chateaux-France E-Shop), the Seller agrees to:

• Creating the Source Code is under its sole responsibility, it being specified that Chateaux-France will not ensure any control, validation, correction or modification of said Source Code and any other related data;
• Ensure that the Source Code is free from any defect and/or any element that would have the purpose or effect of creating a security vulnerability or disrupting the display of any element appearing on the Site;
• Do not insert any source code that aims to collect data (personal or otherwise) on the navigation and/or visits of users of the Site, particularly relating to its Chateaux-France E-Shop;
• To hold all intellectual property rights relating to the Source Code and images used for customizable services or all authorizations allowing it to represent and/or reproduce these elements;
• Do not insert any links and/or any element in the Source Code that has the purpose or effect of directing users of the Site to content located outside the Site. In particular, the Seller is prohibited from inserting any link pointing to its own website, to its email address or, more generally, from inserting any advertising (banner, commercial link, etc.) for the benefit of any site or any content that is not hosted on the Site;
• Before any modification of the Source Code, and more generally on a regular basis, proceed to archive the previous version of the Source Code and any related data on its own storage media, Chateaux-France does not ensure any archiving or history of the various versions of the Source Code created by the Seller.

• Article 3.4 – Take-back of used products

In accordance with the laws and regulations relating to waste prevention and management, some of which are expressly referred to in Article 6.4 of these Particular Terms and Conditions of Sale, the Seller undertakes, for the product categories covered by these regulations, to:

• to implement, at the Buyer’s request, the free return of a used product at the point of delivery of a Product, at a nearby collection point or by providing a free return solution for the Buyer, under the conditions set out in these regulations,
• to indicate prior to any purchase, in its sales offer or by any written means at its convenience, the conditions, terms and limits of this free return.

Article 4 – Financial conditions

• Article 4.1 – Sales Payments and Chateaux-France Commission

Article 4.1.1 – Sales Payments

Chateaux-France pays the Seller the agreed sale price less the commission applicable on the final sale price and more generally any sum due by the Seller to Chateaux-France under the Contract, after each sale deemed perfect, subject in particular to the score obtained by the Seller under the Performance and Trust Indicators (“PKI”).

Payment times for the sale:

If PKI is marked “A”:

And that the delivery is carried out with tracking:

And that the delivery is carried out without tracking:

Other PKI:

And that the delivery is carried out with tracking:

And that the delivery is carried out without tracking:

Meaning of acronyms:
“OS”: Order Status
“RD”: Rating Date
“DD”: Delivery Date
“AA”: Sales Acceptance

By way of exception the forgoing, if the buyer has chosen a method of delivery or collection of the Product which no tracking number (and/or any information enabling tracking of the shipment) can be provided by the Seller, in particular in the case of collection from the Seller, download of a digital product, click & collect, shipping in “normal” mode; Chateaux-France will pay the Seller the agreed sale price less the applicable commission, after a period of twenty (20) days from the date of acceptance of the sale by the Seller.

Article 4.1.2 – Accelerated Payment Option

Accelerated Payment Option allows the Seller to receive the agreed selling price less the applicable commission on the final selling price as soon as the Seller confirms the availability of the Product, and this as an exception to Article 4.1.1.

Any Seller may benefit from the Accelerated Payment option, with the agreement of Chateaux-France, provided that (i) they have been registered and active on the Site for at least three (3) consecutive months, (ii) they have Performance and Trust Indicators of grade “A”, “B”, or “C”, (iii) they ensure delivery to their Buyers within twenty (20) calendar days, and (iv) the Seller activates the Accelerated Payment option from their user account (once accepted by Chateaux-France). Only sales for which the Seller provides proof of shipment and/or information allowing the package to be tracked on the carrier’s website will be paid for using the accelerated payment method in accordance with this article.

Any subscription to the Accelerated Payment option entails the creation and maintenance of the reserve under the conditions referred to in Article 4.5.1. Chateaux-France reserves in particular the right to refuse or interrupt the subscription to the option to the Seller whose Performance and Trust Indicators reflect serious problems in its activity on the Site under the conditions defined in Article 9.1.

Article 4.1.3 – Pre-order option

The Seller’s remuneration terms for the pre-order option are those set out in Article 4.1.1.

• Article 4.2 – Subscription

In consideration for the service(s) included in the subscribed offer, the Seller is liable for a monthly subscription fee. An invoice for the amount due for that month’s Subscription (m) will be sent to the Seller by email no later than the twelfth (12th) day of the current month. Payment is due no later than the fifteenth (15th) day of the current month via the payment method chosen by the Seller during registration (SEPA Direct Debit, Credit Card). However, Chateaux-France reserves the right to debit these amounts directly from the Seller’s Wallet if payment via the initially chosen method is not possible.

• Article 4.3 – Commission and Subscription Amounts

The Subscription, Commission, and paid service and option amounts are set out in the Plans and Subscriptions Price Schedule, which forms an integral part of the Contract.

The Commission is taken when the Buyer pays for the order and is automatically charged to the Seller when the Seller transfers the amount of their “Payable” sales to their Wallet (for all sales concerned).

The Commission is due even if the order is cancelled for any reason beyond Chateaux-France’s control, including but not limited to:

• the Seller’s failure to confirm the availability of the Product (under the conditions set out in the Price List),
• the Seller’s cancellation of an order after confirmation of Product availability (under the conditions set out in the Price List),
• any cancellation of an order following a valid claim by the Buyer.

In this case, the Commission amount will be calculated between the fourth (4th) and seventh (7th) day of the following month (m+1) for sales made during the previous month (m). This amount will be included on the same invoice as the Subscription referred to in Article 4.2 and paid under the same conditions as the Subscription.

• Article 4.4 – Unpaid invoices

Article 4.4.1 – Contract Execution

In the event of non-payment of the amounts due by the Seller under the subscribed offer and after a formal notice sent by any means by Chateaux-France which has remained in whole or in part without effect for a period of seven (7) days, Chateaux-France shall have the right to suspend the Seller’s account(s) and any associated offer as well as his access to the Site and/or to restrict his access to the services included in the offer to which he has subscribed under the conditions set out in Article 9.1.

In the absence of full regularization within fourteen (14) days after the aforementioned formal notice, Chateaux-France reserves the right to terminate the Contract at the Seller’s expense, according to the conditions set out in Article 9.1.

Article 4.4.2 – Interest, fees and penalties

As a penalty for late payment, any failure by the Seller to pay sums due will automatically accrue interest at three (3) times the legal interest rate from the day following the due date, as well as the immediate payment of an amount equal to fifteen (15) percent of the principal amount due and a fixed sum of one hundred (100) euros excluding VAT. The Seller will also be liable for a fixed compensation of forty (40) euros excluding VAT for recovery costs, notwithstanding any additional compensation that may be due to Chateaux-France for recovery costs exceeding this amount.

These surcharges and penalty interest will be acquired automatically and by right without any formality or prior notice.

• Article 4.5 – Reserve

In order to guarantee compliance with the obligations which it owes to the Buyers or to Chateaux-France, the Seller agrees that a fixed amount or an amount equal to a percentage of the sums from its sales will be established and maintained on its Wallet in one or both of the situations referred to in Article 4.5.1 and Article 4.5.2.

Article 4.5.1 – Reserve – Accelerated Payment

In the event of subscribing to the Accelerated Payment option, the Seller agrees that a reserve will be placed on their Wallet from the time of subscribing to this option until its termination, up to a determined amount, in particular (but not limited to) based on the amount of the Seller’s sales for which no shipping information has been provided, or for which the package has not been shipped, or in consideration of abnormal activity on the Seller’s account.

The amount of the reserve as defined in this article is defined for each month and updated 2 (two) times per week according to the evolution of the Seller’s activity.

Article 4.5.2 – Reserve – Risk Management

Without prejudice to the provisions of Article 4.5.1, Chateaux-France reserves the right to establish a reserve in the Seller’s Wallet up to an amount enabling said Seller to guarantee compliance with its obligations under the Contract, these Particular Terms and Conditions of Sale, and applicable regulations, in the event that Chateaux-France observes a situation/activity on the Seller’s account that reasonably leads it to believe that the Seller may no longer be able to fulfill its obligations to the Buyers of its Products or to Chateaux-France (from the occurrence of this situation until its complete resolution), including, but not limited to, the following:

• of an increase in the rate of Complaints and/or abnormal peaks in Complaints of the same or different nature(s),
• an abnormal rate of transactions for which carrier tracking is unavailable or does not indicate any movement of the package to the Buyer,
• of an abnormal rate of Complaints or reports from Buyers regarding the conformity, nature or operation of the same Product or category of Products sold by the Seller,
• of an abnormal order cancellation rate by the Seller (either by not confirming the availability of the Product, or by cancelling the order in any way after having confirmed the availability of the Product),
• where applicable, a request from the Seller to have their account closed in one or more of the previous situations.

The amount of the reserve established under this article is updated according to the evolution of the Seller’s activity and the circumstances surrounding the establishment of this reserve.

Article 5 – Economic dependence

The Seller shall inform Chateaux-France in writing as soon as it finds itself in a situation of economic dependence on the latter. At that time, the Seller shall specify what measures it will implement without delay to rectify the situation.

In any event, the Seller releases Chateaux-France from all liability towards it for the strategic choice he makes by placing and/or maintaining himself in a situation of economic dependence.

Article 6 – Responsabilités et garanties

• Article 6.1 – Seller’s Guarantees

The Seller shall indemnify Chateaux-France against any claims, demands or actions by any person arising from, related to or related to the Seller’s business activities. This indemnity includes disputes or actions based in particular on French laws, consumer law, commercial law, intellectual property, banking regulations, as well as any breach by the Seller of its contractual or legal obligations under applicable VAT regulations (including, but not limited to, those referred to in Article 6.3), participation in waste prevention and management (including, but not limited to, those referred to in Article 6.4), the legality of prices displayed on the Site and price reduction announcements, and, in general, any other grounds whatsoever. The Seller undertakes to take charge of the payment of all sums, including any possible judgments even if not final, court and mediation costs, including lawyer’s fees, which may be due in this respect, provided that the Seller has been informed of any proceedings within a reasonable time.

Neither Party shall be held liable if the execution of these Special Conditions of Sale is delayed or prevented due to a case of force majeure, as defined by the jurisprudence of the French courts.

• Article 6.2 – VAT and the sale of digital content

The Seller provides digital content services to the Buyer, the end user, electronically via the Site. The Seller is therefore solely responsible for calculating, declaring, and remitting the VAT related to these services, as well as issuing receipts or invoices to the Buyer when required by law.

• Article 6.3 – Commitments and information to be provided by the Seller with regard to VAT rules

The Seller undertakes to comply with French, conventional and European standards regarding VAT and customs, resulting in particular from EU Directive 2017/2455 of 5 December 2017, EU Directive 2019/1995 of 21 November 2019 and Articles 256 to 293 A of the French General Tax Code (and any texts replacing or amending them).

The information submitted by the Seller to Chateaux-France for the fulfillment of Chateaux-France’s social, customs, and tax obligations in France or abroad is presumed to be accurate. Chateaux-France may therefore rely on the accuracy of this information to fulfill its social, customs, and tax obligations in France or abroad.

The Seller also undertakes to provide Chateaux-France, within the time limits set by Chateaux-France, with all the information requested by Chateaux-France and necessary for Chateaux-France to fulfill its social, customs and tax obligations in France or outside France.

The Seller acknowledges that Chateaux-France cannot under any circumstances fulfill, participate in, or facilitate the Seller’s obligations arising from VAT and customs regulations. The Seller may not, under any circumstances, hold Chateaux-France liable for any failure to fulfill its own obligations arising from VAT and customs regulations.

• Article 6.4 – Commitments and information to be provided by the Seller with regard to Extended Producer Responsibility (in French “REP”)

The Seller undertakes to comply with all laws and regulations relating to waste prevention and management (including, but not limited to, the provisions of Law No. 2020-105 of 10 February 2020 on combating waste and promoting the circular economy, as well as any decrees or orders issued for the application of these provisions and any texts replacing or amending them). Specifically, under Extended Producer Responsibility (“EPR”, in French “REP”), the Seller undertakes to:

• to join an approved eco-organization for the prevention and management of waste from certain categories of products sold by it via the Site, or to set up an individual collection and treatment system – also approved – for these products, in accordance with the latter regulation,
• communicate to Chateaux-France as soon as possible after obtaining them or the Seller’s registration on the Site, according to the terms indicated by Chateaux-France, its unique identifier(s) issued for the product categories in question, as well as all the elements requested by Chateaux-France allowing to establish that the Seller fulfills or has already fulfilled its obligations under the aforementioned regulations.

The Seller agrees that all sums that Chateaux-France may be required to pay as a result of a breach by the Seller of these regulations (including, but not limited to, any failure to pay the eco-participation or any costs arising from a Buyer’s request to take back a used product not taken care of by the Seller) will be invoiced by Chateaux-France to the Seller.

Article 7 – Level of service

Chateaux-France makes every effort to ensure that the servers hosting the services offered are operational 24 hours a day, seven days a week, subject to the occurrence of an event resulting from force majeure, periods of maintenance and upkeep, update operations, and any exceptional interruptions.

These services may be interrupted to allow for maintenance and upkeep. Whenever possible, this work will be carried out during times when the server is least used by the public, generally between midnight and 6:00 AM CET (Paris, France).

Chateaux-France may, after notifying the Seller within a reasonable timeframe, carry out complete shutdowns related to technical reasons such as, in particular, the change of computers, the expansion of the system, or the profound modification of the system.

The Seller is informed and acknowledges that Chateaux-France may make ongoing modifications to its services. Consequently, the Seller is informed that the Source Code may require modifications, at the Seller’s own expense, necessitated by Chateaux-France’s own software developments. In such cases, Chateaux-France undertakes to inform the Seller within a reasonable timeframe.

The Seller acknowledges that networks have varying transmission capacities and their own usage policies, and therefore no one can guarantee the proper functioning of the internet as a whole. The Seller thus accepts, within the reasonable limits of Chateaux-France’s diligence, the risks of service imperfections or unavailability (examples: content accessibility, page load times).

Article 8 – Personal Data protection

Chateaux-France and the Seller act as separate data controllers.
Each Party undertakes to process Buyer Contact Details in accordance with applicable data protection regulations (in particular Regulation (EU) 2016/679 on data protection) and shall individually and separately fulfill all obligations incumbent upon it as a data controller.

As part of the performance of the Contract, the Seller accesses the Buyers’ personal Contact Details, which it undertakes to use for:

• ship the Buyer’s order or physically deliver it to them,
• to communicate with the Buyer in the context of a transaction,
• to comply with its legal and regulatory obligations, particularly tax obligations.

The Seller may also access the Buyer’s email address and telephone number, after requesting it from Chateaux-France and subject to Chateaux-France’s approval, to facilitate order tracking.
The Buyer’s email address and telephone number become part of the personal Buyer’s Contact Information once Chateaux-France authorizes the Seller to access them.

The Seller shall refrain from using, copying, renting and/or selling the Buyers’ Contact Details for commercial prospecting purposes, in any form whatsoever, without the prior written consent of Chateaux-France.

The Seller also undertakes to:

• Unless otherwise required by law or regulation, Chateaux-France will delete the Buyer’s Contact Details as soon as they are no longer needed for the execution of this agreement and/or upon simple request from Chateaux-France in the event of non-compliance by the Seller with the terms of the Contract.
• To preserve the security, integrity and confidentiality of buyer contact details by implementing all appropriate technical and organizational measures to protect buyer contact details, taking into account the state of knowledge in IT security and the costs of implementation in order to guarantee a level of security appropriate to the risk,
• to train and periodically raise awareness among employees with access to Buyer Contact Details regarding the issues related to the protection of personal data. It also undertakes to implement an access control policy, including defining authorization profiles, in order to limit access to Buyer Contact Details to only those employees who necessarily need access to them as part of their duties and within the limits of this agreement.
• to implement procedures to ensure that any third party or subcontractor it authorizes to access the Buyers’ Contact Details complies with the same obligations as those incumbent upon it under this Contract,
• to respond diligently and as quickly as possible to any request from Chateaux-France relating to the processing of buyer contact details within the framework of this agreement,
• inform Chateaux-France, as soon as possible and by email to cnil@chateaux-france.com, in the event of the discovery of a data breach, within the meaning of Regulation (EU) 2016/679, which would affect the Buyer’s Contact Details.

In the event that the Seller accesses the Buyer’s Contact Details from a country outside the European Economic Area, Chateaux-France and the Seller undertake to comply with the standard contractual clauses governed by European Commission Decision No. 2021/914 of 4 June 2021 and within which Module 1 “Transfer from controller to controller” will be applicable.

Article 9 – Suspension – Termination

• Article 9.1 – Restriction, suspension and termination at the Seller’s fault

The Seller must immediately remedy any breach of its contractual obligations, any problem affecting its account(s), and any violation of any legal or regulatory provision notified to it by Chateaux-France. The Seller undertakes, in particular, but not limited to, providing Chateaux-France with any document, evidence, or supporting evidence necessary for the resolution of this situation and/or its processing by Chateaux-France, especially if this breach has been reported to the Site by a third party.

The following are considered, but not limited to, breaches of the Seller’s obligations under the Contract:

• a clear pricing error in the Seller’s offers
• an abnormally high rate of complaints filed following sales by the Seller,
• an order cancellation rate by the Seller equal to or greater than five percent (5%) of all Member orders placed during the previous thirty (30) days,
• any offer for sale or sale of Prohibited Products (including counterfeit products, dangerous and illegal substances, counterfeit currency, pornographic content, firearms, explosives, human body products, etc.),
• any offer of Products for which the Seller could not justify to Chateaux-France, under the conditions stipulated in the Contract, its right to market said Products (in particular, but not limited to, following a complaint from any third party reporting such a situation),
• any failure to comply with social, tax and customs obligations,
• any failure by the Seller to fulfill its legal or contractual obligations regarding waste prevention and management,

Chateaux-France may implement, until the violations found are fully and permanently resolved, any measure (i) made necessary by one or more breaches by the Seller of its obligations under the Contract, any applicable legal or regulatory provision or any contractual document to which adherence is required to benefit from all or part of the Site’s services, and (ii) proportionate to these breaches and the circumstances surrounding their commission (in particular taking into account their serious and/or repeated nature, as well as the urgency of the situation) (a “Measure”).

The following procedures are considered, in particular (but not limited to), as Measures:

• Suspension of the Seller’s account(s),
• Suspension of access to the Site for the Seller,
• Blocking of the Seller’s affected account(s) wallet,
• Suspension of access to any offer associated with the Seller’s access to the Site,
• Suspension of access to certain options available to the Seller,
• Suspension or removal of one or more offers published by the Seller on the Site,
• Termination of the Contract due to the Seller’s fault,
• Cancellation of one or more pending transactions or for which the Seller has not yet confirmed the availability of the Product.

This section does not preclude either Chateaux-France or the Seller from amicably terminating the Contract in accordance with the provisions of Article 9.2. Except where prohibited or exempted by law for reasons defined by law, Chateaux-France will notify the Seller by any means of the implementation of a Measure before or at the time of its implementation. The Seller has the right at any time to respond and request any information from Chateaux-France regarding the implementation of a Measure.

In the event that Chateaux-France terminates the Contract due to a breach by the Seller as defined in this article, such termination shall take effect after a period of 30 (thirty) calendar days from the date of its notification by Chateaux-France to the Seller, except where applicable regulations exempt Chateaux-France from this notice period, in which case it shall take effect from the date of its notification to the Seller by Chateaux-France. These provisions are without prejudice to the provisions of Article 9.3.

Following a suspension or termination of the Contract under the conditions set out in the preceding paragraphs, the Seller shall remain liable for the payment of sums due, in particular under Article 4 above, without prejudice to any damages.

In these circumstances, the Seller will not be able to claim any compensation for any costs it may have incurred for the distribution and promotion of its offers.

• Article 9.2 – Amicable termination

These Particular Terms and Conditions of Sale are agreed to be for an indefinite period. Consequently, they may be terminated at any time by Chateaux-France or by the Seller without cause by simple notification via this form or by registered letter addressed to:

ECS – EDEN & CHATEAUX STREAM SAS
3bis, rue Albert Einstein 93200 Saint-Denis – France.

The termination of the Contract by the Seller shall take effect at the end of the month in which it is notified to Chateaux-France, provided that such notification is received before the 20th of that month and that this day is not a Saturday, Sunday, public holiday, or non-working day. If no notification of termination is received within these time limits, it shall take effect at the end of the month following the month in which the notification is received by Chateaux-France.

The amicable termination of the Contract by Chateaux-France will take effect at the end of the second (2nd) month following that in which the notification was received by the Seller.

• Article 9.3 – Termination and closure of the Seller’s account

To ensure the proper performance of its obligations to the Buyers or Chateaux-France, the Seller agrees that its account may be closed after the effective date of the Contract termination, specifically to ensure that any Claim relating to a pending order can be handled by the Seller. In this regard, Article 4.5.2 “Reserve – Risk Management” may apply under the conditions it stipulates.

Article 10 – General stipulations

• Article 10.1 – Declaration of Mutual Independence
  Chateaux-France and the Seller declare and acknowledge that they are and remain, for the entire duration of this Agreement, independent business and professional partners, each assuming the risks of their own business.
• Article 10.2 – Intellectual property

Article 10.2.1 – Chateaux-France’s reserve of intellectual property rights.

The Seller acknowledges that all elements comprising the Site, regardless of their nature, as well as the know-how used by Chateaux-France within the framework of this Agreement, are protected by copyright, trademarks, patents, or any other intellectual property rights. This stipulation does not in any way prevent the Seller from fully utilizing the services offered by Chateaux-France under the conditions defined herein.

Any commercial use by the Seller of the figurative, semi-figurative and name marks of Chateaux-France is prohibited, except with prior, express and written authorization from Chateaux-France.

Article 10.2.2 – Content uploaded by the Seller

Subject to compliance with applicable laws and regulations, any content posted online by the Seller on the Site that is protected by any existing intellectual property right held by the Seller (including, but not limited to, any copyright, trademark, patent, design and model, moral right), remains its property and is under its responsibility.

In this respect, the Seller guarantees that this content, including all signals, writings, images, sounds or messages of any kind put online by it on the Site (in particular any content relating to the sale of a product, text, graphics, logos, names, trademarks, designations, tabs, functionalities, data, photographs and any other element) complies with the laws and regulations in force and that its distribution on the Site does not infringe or violate any intellectual property rights of a third party.

By making its content accessible on the Site, the Seller, although owning this content, is notified that Chateaux-France and any internet user have the option, free of charge, to view and/or share this content on or from the Site.

Indeed, by publishing its content, the Seller grants Chateaux-France, for the entire duration of storage of this content on the Site and for a reasonable period of time from its removal by the Seller, the non-exclusive and royalty-free right, for all territories in which Chateaux-France operates and will operate, to use all or part of the content solely for the purpose of performing the Contract and providing access to the functionalities of the Site.

This authorization includes the right to use, display, distribute, store, represent, edit, adapt, modify the content and its format (to the extent necessary and subject to not altering or infringing in any way the intellectual property rights relating to this content), free of charge, all or part of this content, for the purpose of providing all the services of the Site and promoting the latter on any medium to all Members of the Site and all prospects.

The Seller shall refrain, when creating a product sheet relating to a product which may be lawfully marketed by other Sellers, from placing his pseudonym and/or any data which allows him to be personally identified on the Site within the product sheet itself (in particular the title and/or the image).

Notwithstanding the foregoing, the Seller may specify any information it deems useful when preparing its offer.

Without prejudice to the provisions set out in Article 9, Chateaux-France reserves the right to modify and/or delete any content, or to take any action necessary to stop the disturbance caused by its posting online (account suspension, account withdrawal and/or elimination of any offer).

• Article 10.3 – Access to personal data

In the course of using the Site, a certain amount of data, personal or otherwise, is transmitted to Chateaux-France by the Seller and, in general, by any Member of the Site, or produced during its use.

• Article 10.4 – Commercial Non-disparagement and loyalty

The Seller is strictly prohibited, under penalty of damages, from denigrating Chateaux-France, its brand or its products and services in any way whatsoever, and is more generally bound to a duty of discretion.

The Seller undertakes that its communications with the Buyer will not contain defamatory, fraudulent, obscene, misleading, threatening, infringing third-party rights, or otherwise unlawful content.

• Article 10.5 – Assignment of contract and Subcontracting

The Seller authorizes Chateaux-France the assignment of the Contract to any company within its group, or to any company controlling it or controlled by it, as defined in Article L. 233-3 of the French Commercial Code. The Seller will be informed of this assignment of contract by any means chosen by Chateaux-France.

With the exception of subcontracting the delivery of the Products to a transport or postal service provider, the Seller shall refrain from entrusting to a third party the execution of all or part of its contractual obligations without having first obtained the express written consent of Chateaux-France.

• Article 10.6 – Non-Waiver

The fact that Chateaux-France does not require the Seller to perform one or more of the obligations stipulated in the Contract cannot be interpreted as a waiver by Chateaux-France of its right to invoke the obligation(s) in question in the future.

• Article 10.7 – Billing mandate

The Seller expressly authorizes Chateaux-France to subsequently establish a billing mandate under which the Seller will entrust Chateaux-France with the task of issuing invoices in the name and on behalf of the Seller.

• Article 10.8 – Modifications

Chateaux-France reserves the right to modify these Particular Terms and Conditions of Sale in accordance with changes to its offerings and the market. Chateaux-France undertakes to inform the Seller of any modifications to these Particular Terms and Conditions of Sale at least fifteen (15) calendar days before they take effect.

These modifications will take effect upon notification by Chateaux-France to the Seller in cases where (i) a legal or regulatory obligation would require Chateaux-France to make these modifications in a way that does not allow it to comply with the aforementioned deadline, (ii) these modifications would be made necessary by a situation of emergency and/or imminent danger, (iii) these modifications would be in favour of the Seller or would only be semantic, explanatory modifications, not affecting the rights and obligations conferred by these Special Termes and Conditions, or (iv) in the event of the creation of new functionalities or new services.

The Seller may waive the notice period referred to in the first paragraph by any written statement or clear affirmative action at any time after receipt of such notification by Chateaux-France. The Seller acknowledges that offering new goods or services through the Site (including by creating or updating listings and/or product pages) constitutes a clear and affirmative act of waiving the aforementioned notice period.

These amendments take effect for online offers under the conditions set out in this article. They will not apply to transactions in progress at the time of their entry into force, except in the cases referred to in the second paragraph.

The Seller is entitled to terminate the Contract at any time during the notice period given by Chateaux-France for these modifications. In such a case, the termination of the Contract will take effect in accordance with the provisions of Article 9.2, without prejudice to the provisions of Article 9.3 relating to the consequences of the termination of the Contract.

• Article 10.9 – Accuracy of Seller’s Contact Details

Without prejudice to the other provisions of these Particular Terms and Conditions of Sale, the Seller undertakes to provide valid contact information in their account and to keep it completely up to date.
Contact information includes, in particular, their name, company name, legal form, registration number with the Trade and Companies Register, intra-Community VAT number, email and postal addresses, telephone number, and bank account details.

• Article 10.10 – The proof

The Seller acknowledges that electronic media constitute at least the beginning of proof in writing and that in the event of a dispute, the electronic documents produced by Chateaux-France shall prevail over those produced by the Seller, unless the latter demonstrates the lack of reliability or authenticity of the documents produced by Chateaux-France.

• Article 10.11 – Notifications

Any notification made by registered letter with acknowledgment of receipt shall be deemed to have been received by the receiving Party on the date indicated on the acknowledgment of receipt or the delivery notice. If this date is not a business day, the date of receipt shall be the next business day. Saturdays shall be presumed not to be business days. Apart from this presumption, the recipient of the notification shall bear the burden of proving, by objective evidence prior to the notification, that the day of receipt of the notification was not a business day.

The text of the notification will be written in French and must be clear and unambiguous about its purpose.

• Article 10.12 – Complaints handling and mediation

The Seller has the option of filing any complaint with Chateaux-France relating to:

• an alleged breach by Chateaux-France of its obligations under Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 promoting fairness and transparency for business users of online intermediation services which would affect the Seller’s ability to lodge a complaint (within the meaning given to it in this article) (in a manner which the Seller shall be responsible for detailing to Chateaux-France),

• a technological issue directly related to the provision of the Site’s services that would affect the Seller (in a way that the Seller will be responsible for detailing to Chateaux-France),

• the implementation of a Measure within the meaning of Article 9.1 which would affect the Seller (in a manner which the Seller will be responsible for detailing to Chateaux-France),

provided that this complaint is made in writing and is sufficiently detailed for Chateaux-France to be able to process it under appropriate conditions.

On this occasion, the Seller agrees to fully cooperate with Chateaux-France to resolve their complaint effectively, including providing Chateaux-France with all supporting documents requested and taking all necessary steps for the analysis and resolution of their complaint. Chateaux-France will make every effort to handle each complaint individually and within a reasonable timeframe.

Before initiating any legal proceedings before the competent courts defined below, the Parties have the option of resorting to:

• to the French Business Mediator in order to resolve any dispute arising from the conclusion, interpretation, performance or termination of the Contract; in such a case, the duration of the mediation may not exceed three (3) months, unless otherwise agreed by the Parties,

• to the “Center for Effective Dispute Resolution” (CEDR) by following the instructions accessible here; in such a case, mediation via the CEDR will be carried out in French or English only, according to the Seller’s choice.

All exchanges made between the Parties within the framework of the mediation, regardless of the mediator chosen by the Seller, will be confidential for an unlimited period, unless otherwise agreed by the Parties.

• Article 10.13 – Applicable Law and Dispute Resolution

The Contract is governed by French law, even if the Seller is of foreign nationality and/or the Contract is performed in whole or in part abroad.

With the exception of Chateaux-France’s third-party claim against the Seller, any dispute arising from the conclusion, interpretation, performance, or termination of this Contract shall be submitted exclusively to the Commercial Court of Paris, notwithstanding multiple defendants, summary proceedings, or third-party claims. Failing that, the courts with subject-matter jurisdiction within the jurisdiction of the Court of Appeal of Paris shall have jurisdiction.

Article 11 – Overall Contract, as a whole

Other conditions incorporated by reference: The Site applies other Terms and Conditions in addition to these Particular Terms and Conditions, such as the General Terms and Conditions of Use (“T&CU”) that describes its use, the General Terms and Conditions of Sale, the Security and Privacy Policy (SPP or, in French : “PSC”), that describes the collection and use of personal data, Copyrights, GTCS that describes the mandate to connect Sellers and Buyers given to the Supplier (“CGV”), the GTC Subscribers, that describes the terms of service provided by Chateaux-France in connection with the publication of Announcements, Advertisements and other services, Our Terms of Use for the Chateaux-France Wallet (CUPM), the Pricing Schedule for Plans and Subscriptions, the Replacement and Refund Policy (RRP, in French “PRR”), the Service Refund Policy, the Terms of Use of the Chateaux-France Wallet and other conditions that apply to Member Users.
These additional terms and conditions are linked to these Terms.

They are incorporated by reference and form an integral part of the contractual agreement (hereinafter referred to as the “Agreement”).

The invalidity of one or more clauses of these Conditions shall not render said Conditions invalid.

Article 12 – Interpretation

This Contract does not confer and is not intended to confer any rights or remedies on any person other than the Seller and Chateaux-France.

The invalidity of one or more clauses herein shall not invalidate the Agreement.
The invalidity of one or more clauses of the contractual agreement shall not invalidate these Terms and Conditions.

Article 13 – No Waiver

Chateaux-France’s failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision unless we acknowledge and agree to it in writing. Except as expressly provided in these Terms, the exercise by either party of any remedy available to it under these Terms will be without prejudice to any other remedies available to it under these Terms or applicable law.