YY VERTICAL GENERAL TERMS AND CONDITIONS OF SALE YY VERTICAL RESELLER

Applicable as of January 1, 2026

Article 1 Purpose

YY VERTICAL and markets climbing products, such as belay glasses, chalk bags, climbing boards, and massage guns (hereinafter referred to as "the Products").

As part of the marketing of its Products, it supplies the Products to retailers (hereinafter: "the Customers") for resale to consumers (hereinafter: the "End Customer"). These General Terms and Conditions of Sale apply to the sale of Products by YY VERTICAL professional Customers for resale to the End Customer.

Article 2 Definitions

• End Customer: the individual or legal entity that has purchased a Product, or is likely to purchase a Product, for exclusively personal, non-professional purposes.
• Customer: any natural or legal person acting exclusively for professional purposes and having at least one physical point of sale (store) who has ordered Products from YY VERTICAL for resale to the End Customer;
• Reorder: Order for Products placed outside of Pre-Order periods. Order: order for one or more Products placed by the Customer with YY VERTICAL, resulting from the ordering process (online or offline) provided for in these GTC.
• Terms and Conditions of Sale or T&Cs: these terms and conditions of sale, as well as any subsequent updates that may apply to the Order;
• Special Terms and Conditions: specific terms and conditions agreed between YY VERTICAL the Customer regarding the purchase and resale of Products; these are set out in a separate document signed by both Parties.
• Quote: commercial proposal from YY VERTICAL, including a detailed breakdown of the quantity and price of each Product.
• Product Family: range of Products grouped by YY VERTICAL to the type of Product use, and identified in the Price List;
• Trademarks: all trademarks (or trademark registrations) owned by YY VERTICAL, in any territory.
• Pre-Order: An order placed by the Customer in advance, to which an additional discount on the price of the Products applies;
• Price List: price list for Products, updated and communicated to the Customer each year, and serving as the basis for price discounts;
• Product: climbing product, such as belay glasses, chalk bags, hangboards , or any other product sold by YY VERTICAL Customer, whether new or reconditioned, and resold under the YY VERTICAL brand, or under any other brand of the Customer;
• Reseller Website: website where Customers can place their Product Orders, accessible at https://yyvertical-proshop.com/
• Territory: geographical area of resale assigned to the Customer, on a non-exclusive basis, under the terms of the Special Conditions.
• YY VERTICAL : a simplified single-member corporation with a share capital of €40,000, whose registered office is located at 312 Rue des Meunières, 38660 Saint-Vincent-de-Mercuze, registered with the Grenoble Trade and Companies Register under number 808 516 231.

Article 3 Acceptance and Modification of the Terms and Conditions

3.1 Acceptance of the Terms and Conditions

These General Terms and Conditions of Sale constitute, in accordance with Article L 441-1 of the French Commercial Code, the sole basis for the commercial relationship between the Parties. They apply to all Product Orders placed by the Customer with YY VERTICAL, regardless of how the Order is placed (online sale on the Reseller Website, order by email or any other means of communication).

They are attached to all Quotes sent to the Customer, so that the Customer acknowledges having read and accepted them.

They are attached to the price lists sent to the Customer each year, along with the Product catalog, so that the Customer acknowledges having read them. They are also available at any time on the Reseller Website, and upon written request to YY VERTICAL.

Unless otherwise stipulated in the Order, accepted by YY VERTICAL, any Order placed by the Customer on the basis of the catalog and price list or by accepting a Quote implies full and complete acceptance of these General Terms and Conditions, which is expressly acknowledged by the Customer, who waives the right to invoke any contradictory document, and in particular any general terms and conditions of purchase of the Customer, which would be unenforceable against YY VERTICAL.

Furthermore, any Order placed on the Reseller Site requires the creation of a Customer Account, subject to express acceptance of these GTC. In addition, for any Order placed on the Reseller Site, the Customer will be asked to accept the GTC again before confirming their Order.

3.2 Changes to the Terms and Conditions

YY VERTICAL the right to modify these Terms and Conditions at any time. The changes will take effect thirty (30) days after they are sent to the Customer by email. At the end of this period, the changes will apply to all new Orders placed by the Customer, with previous Orders remaining subject to the version of the Terms and Conditions applicable on the date of the Order.

Article 4 Pre-contractual information

The Customer acknowledges having been able to consult, in particular on the YY VERTICAL website, all the technical characteristics of the Products offered for sale. As a specialized professional reseller, the Customer acknowledges that they have had access to all the information necessary to ensure that the Products comply with current standards and can be validly marketed at their points of sale (physical or digital), and that they meet the needs of their customers. Consequently, the Customer releases YY VERTICAL any liability under its pre-contractual duty to provide information.

Article 5 Orders

5.1 Ordering Process

5.1.1 Offline order

5.1.1.1 Order based on quote

All Quotes are valid for a maximum period of one month from the date of issue. Any acceptance of a Quote beyond its validity date shall only constitute a definitive Order upon confirmation by YY VERTICAL, which may update its Quote to reflect changes in Product prices.

The Order shall be formed by the Customer's unconditional acceptance of the Quote (returned signed and dated with the words "Read and approved, agreed and accepted" to YY VERTICAL), or by the issuance of a purchase order containing all the elements of the Quote, without reservation or variation. Any reference to the Customer's General Terms and Conditions of Purchase may result in the Order being rejected by YY VERTICAL.

5.1.1.2 Ordering by purchase order

The Customer may place an order by sending a purchase order to YY VERTICAL email. The Customer must send YY VERTICAL 's "standard" purchase order YY VERTICAL Pre-Orders.

Each purchase order shall be subject to acceptance by YY VERTICAL, which acceptance shall be given, within a reasonable period of time, in the form of an order confirmation confirming the quantity of Products, the estimated delivery date, and the price. YY VERTICAL the right not to confirm all or part of the order for reasons beyond its control, in particular in the event of a problem with the supply or availability of the Products, or in the event of previous orders not paid for by the Customer. If no confirmation is received within eight (8) working days, the Customer shall consider their order to have been refused.

5.1.1.3 Orders via a sales agent

YY VERTICAL a network of sales agents around the world to sell its products and manage its network of resellers.

If a sales representative has been appointed in the Customer's Territory, that representative will be the Customer's primary contact for all commercial matters, including placing Orders and handling requests under the Warranty and After-Sales Service.

However, it should be noted that the sales agent only has a commercial negotiation role and does not have the authority to place Orders on behalf of YY VERTICAL. Therefore, any Order placed through an agent must be confirmed by YY VERTICAL, in accordance with the procedure set out in Article 5.1.1.2 above.

5.1.2. Online ordering

5.1.2.1. Creation of the Customer Account 

To place an Order on the Reseller Website, the Customer must create a Customer Account with YY VERTICAL, providing all relevant identification details. In order to open a Customer Account, the Customer must provide proof that they operate at least one physical point of sale in the territory of their headquarters or main establishment.

YY VERTICAL refuse to create a Customer Account if the customer does not meet the required eligibility conditions. 

5.1.2.2. Placing Orders

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

The Customer must select their delivery method and, where applicable, the desired delivery address.

Once these details have been entered, a summary of the Order is displayed, listing the selected Products, their price excluding tax, the total price of the basket, and the delivery costs. The Customer then has the opportunity to check the details of their Order and its total price, remove or add Products, and correct any errors before confirming their acceptance. It is their responsibility to check the accuracy of the order and to correct any errors immediately.

An Order is registered on the Website once the Customer has confirmed their shopping cart, chosen their payment method, and accepted these Terms and Conditions of Sale by checking the box provided for this purpose.

Once the Order has been confirmed, and regardless of the applicable payment method, the Customer will receive a confirmation email summarizing the details of the Order. This email will include the Order reference number, the Products ordered by the Customer and their prices, the terms and conditions, and the delivery date or timeframe for each Product ordered.

Any Order placed, validated by the Customer, and confirmed by YY VERTICAL the formation of a distance contract (within the meaning of the Law on Confidence in the Digital Economy of June 21, 2004) between the Customer and YY VERTICAL.

Unless proven otherwise, the data recorded in the Reseller Site's computer system constitutes proof of all transactions concluded with the Customer.

5.2. Pre-orders and Replenishment Orders

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

Pre-orders allow customers to benefit from greater discounts than restock orders.

The table below shows the deadlines for placing Pre-Orders, as well as the delivery periods depending on the nature of the Order:

Season of Products	Handover of Pre-Orders	Pre-Order Deadline	Pre-Order Deadline	Delivery dates
		Products	New products
Spring-summer	To from the 1MayMay	on September 31 September	until November November	Starting March 1
Fall-Winter	to December 1	until March 31	until June June	to September 1

 

YY VERTICAL the right to refuse or not to confirm any Pre-Order placed after the deadline. In the absence of confirmation from YY VERTICAL, the late Pre-Order will be considered as a Replenishment Order, without prejudice to YY VERTICAL right YY VERTICAL refuse it on the basis of these GTC.

5.3 Cancellation of the Order

Once placed, regardless of how it was placed, the Order is final and irrevocable and cannot be canceled. Therefore, any request by the Customer to modify the Order must be submitted to YY VERTICAL for approval. As an exception to the above, Pre-Orders may be freely modified or canceled by either Party until the Order is shipped. In particular, YY VERTICAL the right to modify or partially cancel the Order in the event that a Product is unavailable from its Supplier.

Any cancellation of an Order, whatever it may be, after delivery will be rejected. In this case, the Customer will in all cases be liable for the full price of the Order.

Furthermore, as the Customer is acting in a professional capacity and the Order falls within the scope of its main business activity, the provisions of Article L.221-3 of the French Consumer Code on the right of withdrawal do not apply to it.

Article 6 Delivery

6.1 Delivery terms

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

The terms of delivery depend on the place of delivery and are specified in the Order or, failing that, in the Price List.

In the absence of any indication on the Order, the following Incoterms (2020) shall apply:

• For distributors (who have signed a distribution agreement): EXW
• For Customers located in the EU: DDP at Customer site
• For Customers located outside the EU: DAP to the nearest transport infrastructure (port, airport, train station).

In all cases, delivery is deemed to have been made upon receipt of the Products at the agreed location, regardless of whether the Customer is charged for delivery costs (transport, insurance, customs duties, etc.). Any unilateral change to the delivery location by the Customer will result in the Customer being charged for the related transport costs.

6.2 Receipt of the Order

In all cases, and regardless of the applicable delivery terms, the Customer is required to check, either personally or through an agent (such as the carrier), the condition of the Products delivered upon delivery. The Customer must note any reservations on the delivery note and, if necessary, refuse delivery if there are any apparent defects or faults. When the Products are delivered DDP, the Customer also has an additional period of 3 working days from delivery to make any reservations or complaints in writing (by email and registered letter with acknowledgment of receipt) regarding any apparent defects or faults in the Products delivered, with all relevant supporting documents (including photos). After this period and if these formalities have not been complied with, the Products will be deemed free of any apparent defects and no claims will be accepted by YY VERTICAL.

Furthermore, the Customer has a period of 8 working days to notify YY VERTICAL email and registered letter with acknowledgment of receipt of any apparent non-conformity of the Products that is not related to transport, such as: incorrect dimensions, non-compliant color, incorrect Product reference, etc. The Customer must provide all evidence concerning the existence of any lack of conformity. After this period, the Products will be deemed to be compliant and no claims will be accepted by YY VERTICAL.

YY VERTICAL , as soon as possible and at its own expense, any Products delivered whose defect or non-conformity has been duly proven by the Customer, to the exclusion of any other compensation that may be claimed by the Customer as a result.

6.3 Delivery times

YY VERTICAL to make every effort to deliver the Products ordered by the Customer within the time frame agreed between the Parties and specified in the Order.

The delivery times indicated on the Order are indicative and are not binding. Consequently, the Customer accepts and acknowledges that the Products may be delivered after the indicated delivery time, but also in advance, and the Customer may not refuse such early delivery without legitimate reason, nor claim a discount or compensation as a result.

YY VERTICAL shall not be held liable for any failure to meet the specified deadlines, nor shall this entitle the Customer to cancel the Order or refuse delivery, provided that the delay in delivery of the Products does not exceed 30 days and is not exclusively attributable to YY VERTICAL.

Delivery times shall run from the date of confirmation of the Order or, in the event of payment (in full or in part) at the time of the Order, from the date of said payment by the Customer.

In the event of unjustified refusal by the Customer to take delivery of the Products (whether they were delivered early or after the deadline indicated in the Order), any storage and transport costs resulting from this refusal will be invoiced to the Customer.

Article 7 Retention of title and transfer of risks

IN ACCORDANCE WITH ARTICLE L 624-16 OF THE COMMERCIAL CODE, THE DELIVERED PRODUCTS REMAIN THE PROPERTY OF YY VERTICAL FULL PAYMENT OF THE PRICE BY THE CUSTOMER. THE CUSTOMER MAY NOT RESELL THE PRODUCTS BEFORE THEY HAVE BEEN PAID FOR IN FULL, UNLESS YY VERTICAL HAS GIVEN ITS PRIOR EXPRESS CONSENT. IF THE CUSTOMER FAILS TO PAY THE FULL REMAINING PRICE, AND AFTER THE EXPIRY OF A 30-DAY PERIOD FOLLOWING THE SENDING BY YY VERTICAL REGISTERED LETTER WITH RECEIPT CONFIRMATION THAT REMAINS UNSUCCESSFUL, THE ORDER WILL BE CANCELED BY OPERATION OF LAW, AND YY VERTICAL CLAIM OWNERSHIP OF THE UNPAID PRODUCTS, UNDER THE CONDITIONS SET OUT IN ARTICLES L.624-9 ET SEQ. OF THE FRENCH COMMERCIAL CODE. ANY DEPOSIT PAID BY THE CUSTOMER SHALL REMAIN THE PROPERTY OF YY VERTICAL LUMP-SUM COMPENSATION. THESE PROVISIONS DO NOT PREVENT THE TRANSFER TO THE CUSTOMER, UPON DELIVERY, OF THE RISKS OF LOSS OR DAMAGE TO THE PRODUCTS.

Article 8 Prices and Payment Terms

8.1 Price

8.1.1. Price List

The prices of the Products are listed in the Price List and are valid for the entire calendar year. The Price List for year N is communicated by YY VERTICAL later YY VERTICAL November 30 of the previous year (N-1).

Notwithstanding the foregoing, YY VERTICAL the right to revise the Price List at any time, subject to 30 days' notice, in order to take into account price variations applied by its own suppliers.

8.1.2. Prices and delivery costs

Unless otherwise specified on the Order, prices are exclusive of taxes. Applicable delivery charges are listed on the Price List. Free shipping applies above the threshold specified on the Price List.

8.1.3 Discounts applicable to Pre-Orders and Replenishment Orders 

Discount levels for Pre-Orders and Replenishment Orders are specified in the Price List in effect on the date of the Order. Discounts are progressive and depend on the total amount of the Order, as well as the Product Family concerned. They apply according to the total amount of the Order, without progression (e.g., an order of €15,000 will receive a total discount of 2%). They apply to the unit reseller prices excluding tax and fees, as mentioned in the Price List.

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

Order amount	Discount on pre-orders	Discount on Replenishment Orders
Over €20,000.00	5%	2,5%
€10,000.00 to €19,999.99	4%	2%
$5,000 to $9,999.99	3%	1,5%
$2,000 to $4,999.99	2%	1%
<2 000,00 €	1%	0,5%

 

Number of Product Families in Preorder	Pre-order Discount on Number of Families Products	Discount on Number of Families Products
5	5%	2,5%
4	4%	2,0%
3	3%	1,5%
2	2%	1,0%
1	1%	0,5%

 

8.2. Invoicing – Terms of payment

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

• For all first orders of Products: invoicing upon order, and full payment before shipment.
• For subsequent orders: invoicing upon shipment, and payment within 30 days of the end of the month of the invoice date.

YY VERTICAL nevertheless YY VERTICAL the right, for any new Order, to require different payment terms, particularly if it has doubts about the Customer's creditworthiness.

Unless otherwise specified in the Order, payments must be made exclusively in euros and by bank transfer.

In the event of late payment by the Customer, all sums owed by the Customer, including those relating to a separate Order, shall become immediately payable without any reminder or formal notice being required.

Furthermore, YY VERTICAL the right to suspend the execution of the Order, and any other Orders in progress, in the event of non-payment of one or more invoices relating to the Order or, pursuant to Article 1220 of the Civil Code, in the event of legitimate doubt as to the Customer's solvency.

Any sums paid after the contractual due date shall automatically bear interest at three times the legal interest rate or, if higher, at a monthly rate of 5%. Furthermore, in accordance with Articles L.441-3 and L.441-6 of the French Commercial Code, any delay in payment shall automatically entail, in addition to late payment penalties, the obligation for the Customer to pay a minimum lump sum compensation of €40 for recovery costs, it being understood that YY VERTICAL the right to claim additional compensation, upon presentation of supporting documents, if the recovery costs exceed the amount of the lump sum compensation.

Any dispute relating to an invoice must be made within a maximum period of 12 months, otherwise it will be time-barred.

Article 9 Resale of Products

9.1. Resale price

The Customer shall freely determine the sale prices of the Products to End Customers by applying a margin compatible with market prices and with the brand image of YY VERTICAL, whose Products are known and renowned for their quality and innovative nature. To this end, the Customer shall take into account the recommended retail prices and/or prices charged by YY VERTICAL, without these being considered as imposed prices.

However, in the event of the launch of a Product that is significantly innovative in terms of technology or use, YY VERTICAL entitled to require the Customer to comply with a certain public resale price in order to enable better promotion of the Product and greater market penetration. This public price must be complied with for a maximum period of 6 months.

9.2. Resale channels

In order to preserve the image and quality positioning of theYY VERTICAL brand, discourage the sale of counterfeit products, and ensure appropriate pre-sales and after-sales service, the Customer may not under any circumstances distribute and sell the Products through Internet marketplaces, whether general or specialized, such as, by way of illustration only, Amazon, Galaxus, Fnac, Decathlon, Nature et Découvertes, Cdiscount, etc.

However, the Customer remains free to sell the Products via its online store, or any other online sales channel (such as social networks), and to use any appropriate technique to optimize the search engine ranking of its online store (in particular by purchasing advertising space or using paid search engine optimization services, such as Google Ads), provided that these services are not provided by the operator of an online marketplace.

It is hereby reiterated that the Customer must operate at least one physical point of sale in order to resell the Products, in order to be able to place Orders for Products. YY VERTICAL the right to refuse any new Order in the event that the Customer no longer operates a physical point of sale within its territory.

The Customer undertakes to provide YY VERTICAL, upon request, with aggregated data relating to the volume of sales of Products or Product Families by sales channel (in-store sales, online sales), in order to verify compliance with the commitments set out in this article. This information will be treated as confidential by YY VERTICAL.

9.3. Use of YY VERTICAL Trademarks

9.3.1. Intellectual Property of YY VERTICAL

YY VERTICAL the sole owner of the Trademarks used in connection with the sale of the Products, which the Customer acknowledges. These General Terms and Conditions of Sale do not grant any right to use YY VERTICAL Trademarks other than those conferred in this clause and by applicable law.

The Customer undertakes not to register as a trademark, in any territory, any trademark or name, product name, used by YY VERTICAL, which has not been registered by YY VERTICAL the competent office.

9.3.2. Respect for the brand image 

The Client shall ensure that all commercial communications, whether in physical or digital form, online or in-store, respect the brand image of the Products and use communication consistent with the values of YY VERTICAL. The Customer undertakes, in particular, to use YY VERTICAL 's up-to-date communication elements YY VERTICAL logos, baselines, graphic charter, etc.) on all its communication media, regardless of whether they are protected as trademarks.

The Client must inform YY VERTICAL least 15 days before the launch of any advertising or promotional campaign for the Products, regardless of the medium, by sending it the communication projects prepared for this purpose. During this period, YY VERTICAL make any useful comments to the Customer if it considers that the communication projects damage the image of its Brands or the reputation of the Products. The Customer undertakes to take these comments into account and to modify its project accordingly.

Any commercial communication about the Products (physical or digital marketing campaigns, point-of-sale advertising, etc.) reproducing the Brand must obtain the prior consent of YY VERTICAL.

The Customer also undertakes to take into account YY VERTICAL 's recommendations YY VERTICAL the placement and promotion of the Products at physical points of sale.

9.4. End Customers

The Products are intended for resale to End Customers, as defined in Article 1. Sales to professional customers must be limited to professional athletes and clubs, and any resale of the Products to a reseller is strictly prohibited.

9.5. Territory 

In the event that the Customer is assigned a Territory in the Special Conditions, the following clauses shall apply.

The Customer shall refrain from any active commercial activity targeting End Customers located outside the Territory, with other geographical areas being reserved for YY VERTICAL its exclusive distributors.

As such, the Customer shall refrain from soliciting orders from End Customers located outside the Territory, by any means, whether physical or digital. In this regard, the Customer shall refrain from paying a search engine or online advertising provider to display advertisements specifically targeted at End Customers located outside the Territory; or from operating a website whose top-level domain corresponds to an area or country outside the Territory, or from operating this website in a language other than that in use in the Territory.

However, the Customer remains free to sell the Products to any End Customer located outside the Territory, including via its website, provided that such sale does not result from an active commercial approach on its part.

Article 10 Specific Commitments of the Customer

10.1. Purchase commitments 

If this has been negotiated with YY VERTICAL, the Customer undertakes to order from YY VERTICAL minimum annual amount of Products, expressed in value, and mentioned, where applicable, in the Special Conditions.

This purchase quota will be renegotiated each year between the Parties in light of market forecasts, growth prospects, and the Customer's planned investments to develop the marketing of the Products.

If the Customer fails to meet this purchase quota in a given year (N), the Customer will no longer be eligible for the specific discounts applicable to Pre-Orders in the following year (N+1). Only the "standard" discounts applicable to Replenishment Orders will then apply. If the Customer meets the purchase quota in the following year (N+1), they will once again be able to benefit from all discounts in year N+2.

10.2. Minimum stock

In order to guarantee sufficient restocking in stores and optimal availability of Products for sale, the Customer undertakes to maintain sufficient stock to meet foreseeable customer demand, based on seasonal trends. To this end, the Customer agrees to purchase from YY VERTICAL maintain a minimum stock of each Product reference on its premises, the level of which is indicated in the Special Conditions. This figure will be reviewed by mutual agreement, depending on market developments, at the end of each calendar year.

Article 11 Guarantees 

11.1. Legal warranty against hidden defects

As the Customer specializes in the resale of sporting goods and outdoor equipment, the legal warranty against hidden defects, as provided for in Articles 1641 et seq. of the Civil Code, is expressly excluded.

11.2. Contractual warranty - After-sales service 

11.2.1. Duration and scope of the warranty 

Unless otherwise specified in the Order, the Products are guaranteed for a period of 24 months, starting from the date of delivery of the Product.

This warranty covers any malfunction resulting from a defect in material, design, or manufacturing affecting the delivered Products and rendering them unfit for use. In this regard, YY VERTICAL that the Products offered for sale comply with the regulations in force in France and have performance characteristics compatible with recreational or professional climbing.

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

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

• improper storage of the Product,
• any unauthorized modification of the Product, or any intervention on the Product, carried out by the Customer or by a third party not approved by YY VERTICAL,
• natural wear and tear of the Product,
• damage caused to the Product by a third party, whether intentional or not;

The contractual warranty provided by YY VERTICAL independent of the legal warranty of conformity, for which the Customer, as the retailer of the Products, is solely responsible to the End Customer.

11.2.2. Implementation of the warranty

In order to assert their rights, the Customer must, under penalty of forfeiture of any related action, inform YY VERTICAL in writing of the existence of the malfunction within a maximum period of eight days from its notification by the End Customer. The Customer must contact YY VERTICAL after-sales service YY VERTICAL provide evidence of the alleged defect by any means, such as photographs or videos.

If the defect is recognized by YY VERTICAL, the Customer must return the defective Products in the condition in which they were received, with all components (accessories, packaging, instructions, etc.). The Customer must obtain YY VERTICAL return authorization number ("RMA") from YY VERTICAL . The costs and risks associated with returning repaired or replacement Products and their reshipment shall be borne by YY VERTICAL. YY VERTICAL , at its discretion, to either exchange the Product or issue a credit note for its price on the Customer's next invoice.

The warranty is subject to full payment of the Order price by the Customer. Consequently, YY VERTICAL the right not to intervene under the warranty in the event of any outstanding amounts remaining unpaid in respect of the Order, regardless of the cause.

Article 12 Regulatory Compliance

YY VERTICAL that the Products comply with the standards and regulations applicable in mainland France.

However, YY VERTICAL guarantee that the Products comply with all applicable regulations outside French territory.

It is the Customer's responsibility to inquire with the relevant foreign authorities about the standards applicable to the use and marketing of the Products in the territory in which it wishes to market them. YY VERTICAL duty to provide information in this regard, the Customer may not request the cancellation of an Order in the event that it is legally impossible to resell or use the Product outside mainland France.

Article 13 Liability

YY VERTICAL be held liable in the event of non-performance or poor performance of its obligations due to the customer, an insurmountable and unforeseeable event involving a third party to the contract, or a case of force majeure.

Under no circumstances YY VERTICAL be held liable for any damage caused to the Customer or End Customer as a result of using the Product in a manner that does not comply with YY VERTICAL instructions YY VERTICAL the technical documentation for use of the Product.

YY VERTICAL shall YY VERTICAL be liable in the event of any obstacle to the execution of an Order resulting from legal restrictions on the importation of Products into the Customer's territory. It is the Customer's responsibility to obtain information on all authorizations and licenses required to import and sell the Products in its territory before placing an Order.

YY VERTICAL shall YY VERTICAL be held liable for any indirect damages resulting from the execution, non-execution, or poor execution of an Order, or from YY VERTICAL failure YY VERTICAL its contractual obligations, including any commercial damage, loss of customers, loss of profits, or damage to brand image.

In any event, liability for direct damages resulting from contractual breaches attributable to YY VERTICAL limited, for all causes combined, to an amount equal to the value of the Order concerned or, if this limit is deemed inapplicable by the competent court, to the total value of Orders placed by the Customer during the 12 months preceding the Customer's claim.

Article 14 Insurance 

YY VERTICAL it has taken out insurance with a reputable insurance company to cover any bodily injury, property damage, or consequential loss arising in connection with, as a result of, or following the execution of an Order, and attributable directly or indirectly to itself, its staff or employees, or any other natural or legal person working or acting on its behalf in any capacity whatsoever.

YY VERTICAL to maintain this insurance throughout the duration of the Order and to provide the Customer with a copy of the insurance certificates covering the said risks upon request.

Article 15 Force majeure

YY VERTICAL shall YY VERTICAL be held liable to the Customer for any breach of its contractual obligations in the event that such breach is exclusively due to an event constituting force majeure within the meaning of Article 1148 of the French Civil Code. By mutual agreement, the following are defined as cases of force majeure within the meaning of these GTC, without limitation: terrorism, fire, explosion, flood, strikes by the staff of one of the Parties or their suppliers; extreme weather events (storms, hurricanes, drought) affecting the production or distribution of the Products, laws or decrees incompatible with the execution of the Order, interruption of electrical, Internet, or telecommunications networks, death of a key person at YY VERTICAL, such as its legal or de facto manager, or its technical director, pending their effective replacement.

Any event of force majeure shall suspend the execution of the Order, with the Party affected by the event undertaking to make its best efforts to bring it to an end or minimize its consequences.

If this impediment lasts for more than three (3) months, each Party shall then have the right to terminate the Order automatically, without damages on either side.

Article 16 Suspension of the Order

YY VERTICAL the right to suspend any Order in progress if the Customer fails to comply with the following contractual obligations, which YY VERTICAL  considers essential:

• Sales channels (Article 9.2)
• Respect for brand image (Article 9.3.2)
• Minimum stock (Article 10.2)
• Territory (Article 9.5)

This suspension may only be imposed if the Customer fails to remedy the identified breach within 15 days of receiving formal notice from YY VERTICAL.

Article 17 Cancellation of the Order

In the event of a breach by either Party of any of its obligations, which is not remedied within thirty (30) days of the sending of a registered letter with acknowledgment of receipt notifying the breach in question and referring to this clause, the other Party may automatically terminate the Order without prejudice to its right to claim damages for the loss suffered. The termination shall take effect upon receipt of the registered letter with acknowledgment of receipt sent by the Party affected by the breach.

In the event of termination of the Order due to breach of contract by the Customer, the Customer shall be liable, as a penalty clause, for the compensation provided for in Article 5.3 of these GTC.

Article 18 Non-Waiver

The fact that one of the Parties does not invoke a breach by the other party of any of the obligations referred to in these General Terms and Conditions of Sale shall not be interpreted in the future as a waiver of the obligation in question.

Article 19 Applicable law – Dispute resolution

These general terms and conditions are subject to French law. The Parties agree to endeavor to settle amicably any disputes arising from the conclusion, interpretation, execution, or application of these General Terms and Conditions of Sale, as well as from the conclusion, the validity, execution, or termination of an Order ("the Dispute"). Upon the occurrence of a Dispute, the Parties shall meet within one month of the notification of the Dispute by one Party to the other Party by registered letter with acknowledgment of receipt. The conciliation meeting must be attended by at least one representative from each Party. If no amicable agreement is reached within one month of the conciliation meeting, each Party shall regain its full and complete freedom of action.

IN THE ABSENCE OF AN AMICABLE AGREEMENT UNDER THE TERMS SET OUT IN THE PREVIOUS PARAGRAPH, ANY DISPUTE BETWEEN THE PARTIES (AS DEFINED ABOVE), FOR ANY REASON WHATSOEVER, AS WELL AS ANY CONSEQUENCES THAT MAY RESULT THEREFROM, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF GRENOBLE, NOTWITHSTANDING ANY THIRD-PARTY CLAIMS OR MULTIPLE DEFENDANTS, INCLUDING IN THE CASE OF EMERGENCY OR PRECAUTIONARY PROCEEDINGS, IN APPLICATIONS OR IN SUMMARY PROCEEDINGS.