1 Article I: Purpose
2 Article II: General provisions
3 Article III: Account opening
4 Article IV: Order
4.1 Control methods
4.1.1 Via the B2B website (www.DAGG.fr)
4.1.2 Other control methods
4.1.3 Modification of orders
4.2 Availability of the Goods
5 Article V: Delivery
5.1 Choice of carrier
5.2 Delivery times
5.3 Force majeure
5.4 Withdrawal.
6 Article VI: Price
6.1 Applicable shipping costs
6.2 Additional surcharges
7 Article VII: Payment
7.1 Billing.
7.2 Payment terms
7.3 Payment terms
7.4 Late payments
7.5 Unpaid debts
8 Article VIII: After-Sales Service Procedure
9 Article IX: Reservation of Title
10 Article X: Limitation of liability – force majeure
11 Article XI: Protection of personal data
12 Article XII: Applicable law
13 Article XIII: Competent jurisdiction

Article I: PURPOSE

The purpose of these General Conditions of Sale is to define the conditions under which the company DAGG SARL (also named "DAGG"), owners of the GIRS and SONIC brands, exclusive distributor of the 100%, ALPINESTARS, BLACK INC, CASTELLI, CERAMICSPEED, CHPT3 brands , FACTOR and SPEEDPLAY, in France, sells and distributes Goods in the fields of outdoor sports, cycling (hereinafter "the Goods"), to a company or (hereinafter "Buyer"), whose role is to resell these Goods.

ARTICLE II: GENERAL PROVISIONS

These General Conditions of Sale are available on:

The B2B site: http://www.DAGG.fr

By email on request only.

As soon as an update of the General Conditions of Sale is published, they come into force and it is considered that they are fully accepted by the contracting parties.

When an update to the General Conditions of Sale is made, it takes effect immediately and applies to any order after the date of this update.

DAGG will endeavor to notify Buyers of updates by email to the addresses communicated to it. Furthermore, the General Conditions of Sale will be available on the B2B platform. In general, the buyer undertakes, before any order, to consult the website of the DAGG company to read the General Conditions of Sale and their possible updating. DAGG declines all responsibility, among other things, in the event of non-receipt due to an incorrect email address provided or non-reading of these General Conditions of Sale by the buyer, these failures being not attributable to DAGG.

ARTICLE III: ACCOUNT OPENING

Before any order from DAGG, the buyer must create an account using a form that DAGG will hand deliver to them via a traveling salesperson or by email. The form must be duly completed and the information provided must be accurate, otherwise delivery will be blocked or impossible.

The buyer is informed that the account opening processing time is at least one week.

Failure to complete the form or provide accurate and truthful information will result in the buyer not being able to place an order or be delivered by DAGG.

In order to comply with European legislation, the buyer's intra-community VAT number must correspond to their billing address. Otherwise, opening an account will be impossible. If necessary, DAGG invites the buyer to make the necessary changes to the Public Treasury.

ARTICLE IV: ORDER, ORDER MODES

The buyer has different means at his disposal to place an order with DAGG.

VIA THE B2B WEBSITE (www.DAGG.fr)

The Buyer is invited to favor this method of ordering, easy to use and practical, the Buyer being able to find out about the approximate quantity of Goods available at DAGG, and the estimated replenishment time.

The Buyer connects to the b2b.DAGG.fr site using the identifiers and password that he received by email when he opened his account. The Buyer is informed of the characteristics of the Goods and their unit price and can choose the quantity. He can, throughout the process (before validation), correct his order and modify his delivery address.

OTHER ORDERING METHODS

The other ordering methods for the Buyer are as follows:

By email
By telephone
Through traveling salespeople

CHANGE ORDERS
Order modifications requested by the Buyer will only be taken into account after acceptance by DAGG and the placing of a new corrected order.

Once the order has been formalized, the price of orders for Goods that DAGG itself has placed with its suppliers or subcontractors for the needs of the Buyer will be fully due by the latter, including in the event of dispute, cancellation or request to modify the order.

AVAILABILITY OF THE GOODS
The availability of the Goods is indicated on the B2B platform. A color code indicates to the Buyer if the Goods are in stock (Green), if there are only a few pieces left (Orange) or if DAGG is out of stock (Red). In the event of a stock shortage, the Buyer will see a restocking date. This is communicated for informational purposes only and in no way engages the responsibility of DAGG.

ARTICLE V: DELIVERY

There are different ways to make delivery. The Buyer may:

Pick up your Goods from the premises of DAGG 27 rue de Grisy, 95830 Cormeilles en Vexin from Monday to Friday from 9 a.m. to 4 p.m., excluding public holidays and annual or exceptional closures.

Receive the Goods at the delivery address indicated when ordering. DAGG is then responsible for choosing the carrier and having the Goods shipped. In this case, DAGG acts solely on behalf of the Buyer, and without bearing the slightest responsibility. All Goods, even if shipped free of charge by the seller, travel at the Buyer's risk. The Buyer must take all necessary measures to enable optimal and secure delivery and unloading of the Goods ordered. Delivery can only take place once the order has been validated by the Buyer and DAGG, and full payment of the price. This last point only applies in the case of a first order. In the event of delay, loss, damage or theft, it is up to the Buyer to take the initiative to file a complaint with the carrier, within the allotted time frame, by registered letter with acknowledgment of receipt.

The contents and condition of the packages are deemed accepted by the Buyer upon signing the delivery note. In case of doubt, clear and precise reservations can be indicated in the presence of the delivery person on the delivery note before signature. Unloading and signing the delivery note transfers the risks associated with the product ordered to the benefit of the Buyer.

Any change to the delivery address by the Buyer once shipping is in progress, where possible, may result in additional costs payable by the Buyer.

CHOICE OF CARRIER
The choice of carrier is at the discretion of DAGG. However, DAGG will make every effort to meet the needs and requests of Buyers and to deliver the Goods as quickly as possible. DAGG will choose the best possible option based on the given criteria.

DELIVERY DELAY
The delivery time indicated when registering the order is given for information purposes only and is in no way guaranteed.

Consequently, any reasonable delay in delivery of the Goods will not give rise to the benefit of the Buyer:

The award of damages.

Cancellation of the order.

CASE OF FORCE MAJEURE

DAGG is released from the delivery obligation in the event of force majeure or events such as strike, interruption or delay in transport, lack of raw materials or any other cause hindering the activity of the company or its suppliers.

WITHDRAWAL
In accordance with article L121-16-1 of the Consumer Code, the professional customer has a right of withdrawal of 14 days from receipt of the Goods if the sale is concluded off-premises, if the sales contract does not does not fall within the scope of the Buyer's main activity and the number of employees employed by the latter is less than or equal to five.

ARTICLE VI: PRICE

The prices charged by DAGG are indicated on the B2B platform, provided by traveling salespeople or by sedentary salespeople.

DAGG reserves the right to change the prices of the Goods offered for sale at any time. If such a change occurs, the Buyer will see it appear on the B2B platform. The new price will be applied to any orders subsequent to this modification.

All prices indicated by DAGG, whether on the B2B interface or by salespeople, are exclusive of tax and excluding shipping costs, subject to the provisions of article 6.1.

APPLICABLE SHIPPING COSTS
Free carriage delivery is made from €500.00 excluding VAT. However, if it appears that the order is less than €500.00 excluding tax, DAGG will apply shipping costs of at least €15.00 excluding tax.

Exceptions to free shipping at €500.00 excluding VAT:

If an order is placed via the B2B interface and only via the B2B interface, carriage-free delivery is made from €250.00 excluding VAT of Goods ordered.

An additional cost of €10.00 excluding VAT will be applied when the order includes Goods that cannot be machined by the chosen carrier.

If the Buyer chooses drop shipping (directly by the supplier), he will be charged an additional cost of €7.00 excluding VAT if his order reaches free shipping. In the case of an order not reaching free shipping, the amount of the additional cost will be €7.00 excluding VAT + €15.00 excluding VAT.

ADDITIONAL INCREASEMENTS
A flat rate increase to compensate for management costs of €15.00 will be applied for any order less than €100.00 net excluding tax.

If the Buyer's order is sent by so-called "Europe" pallet, the Buyer must return the exact number of "Europe" pallets received to the carrier. If there is a difference to the disadvantage of DAGG between the number of “Europe” pallets received and the number of “Europe” pallets returned, they will be invoiced to the Buyer at €15.00 excluding VAT per unit.

ARTICLE VII: PAYMENT

BILLING
DAGG will issue electronic invoices to the Buyer, excluding any paper format. This will be automatically sent by email to the Buyer as soon as it has been edited.

PAYMENT TERMS
The Buyer must pay for their order using one of the following payment methods:

Check
Payment
Levy
CB

PAYMENT TERMS
For a Buyer's first order from DAGG, payment by check or bank transfer before delivery (according to PRO FORMA invoice) is required.

For any subsequent order, unless otherwise agreed, the Buyer must pay the total amount within 30 days net.

A discount of 1.5% will be granted to the Buyer in the event that he makes full payment of the amount due within 8 days from the invoice date.

By express agreement and unless postponement requested in time and granted by DAGG, failure to pay for the Goods on the due date will result in the immediate payment of all remaining sums due, regardless of the method of payment provided.

In any event and if it sees fit, DAGG reserves the right to demand full payment of the price before delivery, particularly if DAGG has suffered payment delays with the Buyer during previous orders.

PAYMENT DELAYS
In the absence of payment by the due date set on the invoice, late payment interest will be calculated on the basis of the semi-annual key rate (refinancing rate or “Refi”) of the European Central Bank (ECB), in force on January 1 or on July 1, increased by 10 percentage points, from the first day of delay (art. L441-6 of the commercial code) for sales to professionals.

This penalty is calculated on the amount including tax of the sum remaining due, and runs from the due date of the price without any prior notice being necessary.

In addition to late payment compensation, any sum, including the deposit, not paid on its due date will automatically result in the payment of a lump sum compensation of 40 euros due for recovery costs.

UNPAID
Any extension of due dates will be increased by unpaid bank charges and agios (2% per month). In the event of non-payment by the agreed due date, DAGG reserves the right to suspend any delivery or to consider the following order as opening an account.

ARTICLE VIII: AFTER-SALES SERVICE PROCEDURE

DAGG provides After-Sales Service (After-Sales Service) for the products it markets. In order to carry out an after-sales service case with DAGG, the Buyer must comply with the points indicated below.

An after-sales service case may arise when the Goods do not conform to the order, when the Goods are damaged, when abnormal wear is noted, etc. However, this does not mean that this after-sales service case will automatically be accepted by DAGG.

The Buyer must create an “after-sales service case” on the B2B interface mentioned above. He must follow the steps, and complete at least all the mandatory fields. DAGG reserves the right to contact the Buyer if additional information seems necessary for the proper processing of the file. If all the required information is completed, the DAGG distribution after-sales service will send him a response by email within 48 hours indicating the procedure to follow.

Under no circumstances must the Buyer send the Goods for which he is requesting After-Sales Service to DAGG without prior written agreement from DAGG, under penalty of seeing the Goods returned to him without having been processed.

Any discussion between DAGG and the Buyer must take place via the after-sales service tab of the B2B interface. For each after-sales service case (one after-sales service case per defective product), a discussion will be opened, and may only concern said after-sales service case.

When a return of the Goods is requested, the Buyer must include in the package the after-sales service tracking sheet that he has printed. Furthermore, the returned Goods must be properly packaged. Any packaging deemed non-compliant will result in the Goods being returned to the Buyer.

If Goods returned as part of an after-sales service case are no longer under warranty or result from misuse, DAGG will establish a quote before carrying out any repair. If 15 days after sending, the quote remains without response from the Buyer, the Goods will be returned to him without having been processed and DAGG reserves the right to charge shipping and management costs to the Buyer.

The Buyer will be kept informed of the evolution and progress of his after-sales service case on the B2B interface, after-sales service tab.

ARTICLE IX: RESERVATION OF OWNERSHIP

SALES OF GOODS ARE CONCLUDED WITH RESERVATION OF TITLE.

CONSEQUENTLY, THE TRANSFER TO THE BUYER OF OWNERSHIP OF THE GOODS IS SUSPENDED UNTIL FULL PAYMENT OF THE PRICE. IF A CHECK OR COMMERCIAL INSTRUMENT IS DELIVERED, PAYMENT WILL ONLY BE DEEMED MADE MADE AT THE TIME OF ACTUAL CASHING.

The Buyer must ensure the good conservation of the Goods until the transfer of ownership to his benefit and ensure that the Goods mentioned on the invoice which have not been paid in full remain constantly specified, individualizable and recognizable. In any event, the unpaid Goods are deemed to be those remaining in stock with the customer.

ANY OPERATION WHICH WOULD HAVE THE EFFECT OF IMPAIRING THE POSSIBILITY FOR DAGG TO TAKE BACK THE GOODS AS IS (transformation in particular) OR TO MODIFY THEIR LEGAL SITUATION (transfer, provision of guarantee in particular), CANNOT BE CARRIED OUT UNLESS PRIOR AGREEMENT AND WRITING FROM DAGG ONLY AFTER FULL PAYMENT OF THE PRICE.

The Buyer is required to oppose by any legal means any claims that third parties may assert against the Goods sold by seizure, confiscation or equivalent procedure. He must, as soon as he becomes aware of it, notify DAGG to enable it to safeguard its interests.

The recovery by DAGG of the Goods subject to retention of title imposes on the Buyer the obligation to repair the damage resulting from the unavailability and/or depreciation of the Product concerned. Consequently, the Buyer will owe as a penalty clause compensation set at 2% of the agreed price excluding tax per month of ownership of the repossessed item.

ARTICLE X: LIMITATION OF LIABILITY – FORCE MAJEURE

The risk of loss and accidental damage to the Goods is transferred to the Buyer as soon as they are handed over to the carrier and at the latest when the Goods leave the DAGG storage site.

If upon receipt of the Goods such a case occurs, DAGG reminds that the Buyer must make specific reservations on the delivery note, send the carrier within three days a registered letter with acknowledgment of receipt reminding him of the damage or the missing, and leave the Goods as is.

DAGG's liability cannot be implemented if the non-execution or delay in the execution of one of its obligations described in these General Conditions of Sale results from a case of force majeure. As such, force majeure means any external, unpredictable and irresistible event within the meaning of article 1148 of the Civil Code. For example, a strike, a natural disaster, a border closure or a fire are, among others, cases of force majeure.

ARTICLE XI: PROTECTION OF PERSONAL DATA

In accordance with the provisions of the Data Protection Act of January 6, 1978, the Buyer has at any time a right of access, opposition, rectification, and deletion of his personal data concerning him held by DAGG, in writing by post and providing proof of identity to the IT and freedom manager, DAGG distribution, 27 rue de Grisy, 95830 Cormeilles en Vexin or contact@dagg.fr

DAGG undertakes not to disclose to third parties the information that the Buyer communicates to it.

The Buyer has the option of refusing to receive promotional messages from DAGG's commercial partners, when registering, placing an order or, once registered, by following the link mentioned in the email received.

DAGG reserves the right to inform its Buyers by e-mail of the evolution of its own services or commercial offers.

The Buyer has the option of deleting his registration from the customer file.

No personal information concerning the Buyer will then be kept by DAGG except that concerning accounting elements.

DAGG undertakes to use the information thus obtained only for lawful purposes, in accordance with the legislation in force, and to respect the general conditions set out herein.

DAGG reminds that information intended for the Buyer must not be disclosed to a third party.

The customer will be held responsible for any unauthorized use of this confidential information that he has obtained.

ARTICLE XII: APPLICABLE LAW

The parties agree that the interpretation and validity of these General Conditions of Sale relate to French law. Including in the case of international sales, the law applicable to sales contracts is French law, excluding the provisions of the VIENNA convention on international sales.

In the event of a discrepancy in interpretation, the French version will prevail over any other foreign language version of these General Conditions of Sale.

ARTICLE XIII: COMPETENT JURISDICTION

NOTWITHSTANDING ANY STATEMENT TO THE CONTRARY, THE COURTS OF THE RESORT OF PONTOISE WILL HAVE SOLE COMPETENCE TO HANDLE ANY DISPUTES THAT MAY ARISE REGARDING THE CONCLUSION OR EXECUTION OF CONTRACTS CONCLUDED BETWEEN DAGG AND the BUYER