General conditions of sale

ARTICLE 1 - SCOPE

These terms of sale form, in accordance with Article L.441-1 of the French Commercial Code, the sole basis of the commercial relationship between the parties. Their purpose is to define the terms under which the 2S GLOBAL company provides professional customers who request it a solution to simplify the import of products that they choose to have manufactured abroad, controlled and delivered through it.

The customer cannot be a consumer or a non-professional within the meaning of the introductory article of the French Consumer Code.

These terms apply without restrictions or reservations to all sales concluded by the 2S GLOBAL company with customers of the same category, regardless of the clauses that may appear on the customer's documents, including its general conditions of purchase. The customer accepts without restrictions or reservations these general terms of sale, which prevail over any other contractual document, unless expressly mentioned by the parties. These general terms of sale specifically prevail over any brochure or catalogue issued by the 2S GLOBAL company, which are only indicative.

In accordance with the applicable regulations, these terms are systematically shared with any customer who so requests, to help them place an order with the 2S GLOBAL company. They are also available in English at the following address: https://wesourcr.com/en/cgv.html.

Any product order implies, the customer's acceptance of a quote prepared by the 2S GLOBAL company, and of these general terms of sale. Acceptance of the quote drawn up by the 2S GLOBAL company implies acceptance of these general terms of sale.

The fact that 2S GLOBAL does not avail itself at any given time of these general terms of sale does not constitute a waiver of its subsequent use.

The 2S GLOBAL company may, moreover, be brought to draft category-based general terms of sales, derogatory to these ones, according to the type of customers considered, and determined on the basis of objective criteria. In this case, the category-based general terms of sale apply to all clients meeting these criteria. In accordance with the applicable regulations, the 2S GLOBAL company reserves the right to derogate from certain clauses of these general terms of sale, according to the negotiations carried out with the customer, by drafting special terms of sale or a special contract of sale and provision of services. The provisions hereof, which are not affected by such a derogation, remain in force.

ARTICLE 2 - OFFER AND ACCEPTANCE

The 2S GLOBAL company offers its customers a global and digital solution to simplify the import of products. To this end, the customer describes to the 2S GLOBAL company the product they wish to have manufactured abroad and imported into EUROPE via a sourcing request. The latter is based on specifications established by the client alone online by filling out a sourcing form. Thereafter, the customer may be assisted by the 2S GLOBAL company to complete and expand these specifications.

The specifications drawn up by the client form the basis on which the conclusions of the sourcing report are drawn up by the 2S GLOBAL company and matches the sourcing request delineating the scope of intervention and the mission of the 2S GLOBAL company. The specifications include all the descriptive and normative elements of the product, as well as the transport and delivery procedures.

The customer provides the 2S GLOBAL company with sufficient information to enable it to source one or more manufacturers, to fill out the order within the deadline and to meet its compliance duty. All the compliance rules must therefore be filled in by the customer with the 2S GLOBAL company, when drawing up the specifications.

The 2S GLOBAL company reserves the right to refuse a sourcing request if the company is unable to draft a sourcing report given the difficulties or technical or legal impossibilities related to the order, manufacturing and / or import of the product.

In any event, it is specified that the sourcing obligation of the 2S GLOBAL company is not a performance obligation but a best-efforts obligation.

The 2S GLOBAL company's sourcing report covers:
• the sourcing of one or more manufacturers capable of producing the product under conditions as close as possible to those defined in the specifications. The sourcing report is therefore carried out on the basis of the elements predetermined by the client.

It is specified that the 2S GLOBAL company has no obligation to offer a product which complies exactly to that described in the specifications, but only to offer a similar product, advantageous for the customer given the market conditions that do not depend on the will of the 2S GLOBAL company.

Any modification of the customer's request after transmission of this report by the 2S GLOBAL company will imply the drafting of new specifications by the parties and a new source request from the 2S GLOBAL company. For additional supplies, a new sourcing request must be sent to the 2S GLOBAL company.
• Management of the foreign manufacturer,
• The management of logistics related to transport, customs clearance and delivery of the product,
• Quality management.

The sourcing report is sent to the client, who chooses the sourcing option adapted to their needs. The 2S GLOBAL company then draws up a quote for the service chosen by the customer.

ARTICLE 3 - ORDERS

The customer's order is materialized by their acceptance of the quote drawn up by the 2S GLOBAL company. The rates are definitive and non-revisable during the period of validity set forth in the quote. The customer's acceptance is transmitted to the 2S GLOBAL company by any means. The sale contract is perfect only subject to the express confirmation by the 2S GLOBAL company of the agreement of the manufacturer sourced for the manufacture of the product, after acceptance of the quote by the customer.

Given the commitments made by the 2S GLOBAL company to the foreign manufacturer, after confirmation of the order, no cancellation from the customer is allowed, unless expressly agreed by the 2S GLOBAL company. Any changes requested by the customer after the confirmation of the order can only be taken into account in case of express acceptance by the sourced manufacturer and the 2S GLOBAL company.

Cancellation or modification of the order of non-standard products is impossible.

ARTICLE 4 - PRODUCTION AND QUALITY CONTROL

4.1. Order and production control
Once the customer's order has been validated by the 2S GLOBAL company, the latter shares the manufacturing order of the product with the manufacturer, directly or via an agent. The manufacturing process includes exactly and only the product ordered by the customer, in the quantity and quality mentioned in the specifications.

The 2S GLOBAL company is committed to controlling the manufacturing process. The manufacturing lead times are specified in the quotation. The 2S GLOBAL company cannot be held responsible for manufacturing delays which are not directly and exclusively attributable to the company.

4.2. Quality control
The 2S GLOBAL company controls the quality of the manufactured products, which implies in particular making sure the standards applicable in the import country are met. The conformity check is carried out by reference to the standards defined by the customer in the specifications. The 2S GLOBAL company cannot be held responsible for non-compliance of the product in case of compliance with the specifications mentioned above.

ARTICLE 5 - TRANSPORT

5.1. Packaging
In the absence of special indications, the packaging is prepared by the manufacturer in consultation with the company 2S GLOBAL or its representative, who acts in the best interests of the customer.

5.2. Shipping organization
The 2S GLOBAL company organizes the transport of the product from its place of manufacture to the delivery place specified by the customer, according to the DDP Incoterms. Depending on the product's country of origin, the customer may choose between rail, sea, air and / or road transport.
The shipment is organized by the company 2S GLOBAL, on a freight collect basis, at the lowest rates, unless otherwise requested by the customer and specified in the quote.
If shipment is delayed for any reason beyond 2S GLOBAL's control, and with the company's consent, the material is stored and handled, if necessary, at the expense and risk of the customer, and 2S GLOBAL disclaims any subsequent liability in this respect.

5.3. Customs clearance
The 2S GLOBAL company is in charge of customs clearance operations. The related costs are invoiced by the 2S GLOBAL company to the customer.

5.4. Transport costs, customs clearance, insurance
The operations of transport, insurance, customs, handling, bringing to work, are included in the single price invoiced by the company 2S GLOBAL, according to the DDP Incoterms.

ARTICLE 6 - DELIVERY

6.1. Delivery organization
Unless expressly agreed otherwise by the parties, 2S GLOBAL is responsible for the material organization of the delivery, according to the terms determined by the customer, as set out in Article 5 hereof. 6.2. Place of delivery
The customer specifies to the 2S GLOBAL company the place of delivery of the product during the establishment of the specifications. The delivery is carried out by the direct handing-over to the customer of the product by the carrier. 6.3. Delivery times
The estimated delivery time is set forth in the quote.

6.4. Late delivery
Each party must take responsibility for the delay they have caused. Delay in delivery shall not in any way justify cancellation or termination of the contract except in the case of clauses specifically attached to the contract.

In the event of a delay in delivery in relation to the contractual deadlines, if special agreements specify penalties, these may not, under any circumstances, exceed 3% of the market value (excluding VAT) of the product whose delivery is late. This penalty shall only be due if the delay is exclusively attributable to the 2S GLOBAL company and the customer has suffered a proven loss. Moreover, the penalty for delay can only be applied if the customer has specified their wish to avail themselves of it at the conclusion of the contract and then at the time of delivery.

ARTICLE 7 - PROPERTY, RISKS AND INCOTERMS

7.1. Retention of title clause
The company 2S GLOBAL retains ownership of the goods sold until effective payment of the full price in principal and accessories. Failure to pay any of the due dates may result in the return of these goods.
Moreover, in the event of non-payment at the agreed term, of all or part of the price, and for any reason whatsoever, the 2S GLOBAL company may and without any formality, take back material and legal possession of the material, products and accessories previously delivered and this, at the expense and risk of the customer. Handing over means of payment (bills of exchange, drafts, etc.) is not equivalent to payment. The payment is perfect when the 2S GLOBAL company has cashed the funds paid by the customer or his representative.
The customer takes full responsibility, from delivery onwards, of the risk of loss or deterioration of these goods as well as responsibility for any damage they may cause.

During the period of retention of ownership, the customer is entirely responsible for the products delivered and must, therefore, contract all insurance necessary to cover the risks of damage or liability that could be caused or suffered by the product. A copy of the certificate delivered by the insurance company will be delivered spontaneously to the 2S GLOBAL company. The customer undertakes to inform, if necessary, his partners of these provisions and will make sure that this material cannot be seized.

7.2. Transfer of risk - Incoterms
Unless otherwise stated, the sale is subject to the rules of the DDP Incoterms. Consequently, the transfer of risks will be carried out at unloading in the factory or warehouse on arrival.

ARTICLE 8 - PRICING CONDITIONS

The intervention of the 2S GLOBAL company involves drawing up two separate billings: one related to the subscription taken out by the customer to allow them to make sourcing requests, the other corresponding to the sourcing requests. Only imports made through the WESOURCR platform are affected by the subscription obligation.

8.1. Subscription
In order to benefit from the global and digital solution to simplify the import of products, the customer must take out a subscription with the 2S GLOBAL company. The sale of the products will be invoiced independently.

Four subscriptions are offered to the customer: • DISCOVER subscription: free, includes:
• A 30-minute demonstration,
• Two free sourcing requests per year,
• One market analysis / sourcing report per request,
• 6d/7 - 12h/24 support,
• 3-month access to the platform.

• STANDARD subscription: €79 excl. VAT per month, without duration commitment, includes:
• Two sourcing requests per month,
• One market analysis / sourcing report per request,
• 6d/7 - 12h/24 support,
• Unlimited access to the platform.

• BUSINESS subscription: €389 excl. VAT per month, without duration commitment, includes:
• Ten sourcing requests per month,
• Access by two users,
• One market analysis / sourcing report per request,
• The assignment of a dedicated sourcing agent,
• 6d/7 - 12h/24 support,
• Unlimited access to the platform.

• PLATINUM subscription: €1,199 excl. VAT per month, without duration commitment, includes:
• An unlimited number of sourcing requests within the processing capacity of the 2S GLOBAL company,
• Unlimited number of users,
• One market analysis / sourcing report per request,
• The assignment of a dedicated sourcing agent,
• 6d/7 - 12h/24 support,
• Unlimited access to the platform.

The 2S GLOBAL company makes its best efforts to guarantee access to the support and platform under the conditions of the aforementioned subscriptions. However, the 2S GLOBAL company may not be held liable in case of inability to access the support and the platform due to an event beyond its control, in case of maintenance, malfunction, bugs, viruses, etc.
The subscription is taken out for one month, renewable by tacit agreement with no time limit. Any calendar month started is due and gives access to the services for the month paid. Termination of the subscription is made by notifying the 2S GLOBAL company, by any means. The termination will be effective the following calendar month.

8.2. Price of the imported product
In addition to the subscription mentioned in Article 8.1 hereof, the customer shall pay the price of the product and its transport under the conditions of the selected Incoterms, as well as the costs of the inspection carried out at the customer's request. If the sale is concluded pursuant to the DDP Incoterms, the 2S GLOBAL company will pay the price of the product, the price of transport and customs clearance costs.
The price, excluding subscription, is specified in the quote. Unless otherwise stated, this price is in euros and excludes VAT.

8.3. Terms of payment of the price
The price of the subscription mentioned in Article 8.1 hereof is paid by the customer according to the following terms:
• 100% of the price paid with the order for the first month,
• then invoicing and direct debit on the 1st of every month.
For any first subscription taken out after the 15th of the month, the month following this first month is free of charge.

Unless otherwise agreed between the parties, products imported under DDP shall be invoiced as follows:
• 20% of the total price of the order is paid by the customer on the day the order is confirmed by the 2S GLOBAL company,
No order will be placed by the 2S GLOBAL company with foreign manufacturers before the payment of the invoice relating to this deadline. • the balance of 80% of the total price of the order is paid within 30 days of the invoice date, issued after the delivery of the products.
In case of an additional order, the price is payable under the same conditions.

Goods imported under an Incoterms other than the DDP will be invoiced as follows:
• 50% of the total price of the order is invoiced upon ordering order, according to the quote,
• the balance of 50% of the total price of the order is paid within 30 days of the invoice date, issued after the delivery of the products.

Neither the cancellation of the order, nor the state of cessation of payment makes the deposits paid refundable, which take on the character of a deposit on damages.

8.4. Billing
The subscription mentioned in Article 8.1 hereof is invoiced to the customer by the 2S GLOBAL company before any sourcing request.
Billing the subscription does not create an obligation to order an imported product. The customer can therefore be subscribed to the service offered by the 2S GLOBAL company, without placing an import order. Even in the absence of an import order, the payment of the subscription is due by the customer.

Sourcing requests are invoiced as described in Article 8.3 hereof.
The invoice mentions the date on which payment is due; payments are made to the headquarters of the 2S GLOBAL company. As an exception, if the due date for payment is not specified directly on the invoice, the payment shall take place at the latest 30 days end of month from the date of issue of the said invoice. Discounts are excluded for early payment of invoices.

In the event of sale, cession, pledging or contribution of goodwill or equipment by the purchaser, as well as in the event that one of the payments or acceptance of one of the bills of exchange is not made on the date, the sums due become immediately payable, regardless of the conditions previously agreed upon.

8.5. Penalties for late payment
In application of the applicable law, any delay in payment in relation to the contractual dates shall automatically give rise to a daily late payment penalty calculated by applying the legal interest rate (most recent ECB rate plus 10 percentage points) to the sums remaining due. Penalties for late payment are payable without the need for a reminder and without this penalty adversely affecting the payability of the debt.

In the event of non-compliance with payment deadlines, a lump-sum indemnity related to collection costs in the amount of 40 (forty) euros in addition to late payment penalties will be claimed.
Agreed payment dates cannot be delayed under any pretext whatsoever, including in the event of a dispute.
In the event of non-payment of the sums due on the due date, the purchaser shall be liable, ipso jure and without prior formal notice, to pay a lump-sum indemnity equivalent to 10% of the unpaid sums. The payment of this penalty will not be an obstacle to any claim for damages possibly made by the 2S GLOBAL company for the compensation of other claims of prejudice.

ARTICLE 9 - COLLABORATION OF THE PARTIES

9.1. Reciprocal independence
The parties expressly declare that they are and will remain, for the duration of their legal relationship, independent business and professional partners.

9.2. Performance in good faith
In accordance with article 1104 of the French Civil Code, the parties undertake to negotiate, form and execute all their agreements in good faith. Consequently, the contractual relations are based on a close cooperation between the parties with the obligation of advice and information of the 2S GLOBAL company and the duty of cooperation of the customer.

This close collaboration is based on:
• An obligation of information: the 2S GLOBAL company has a duty to warn the customer of the risks and advantages of the solutions considered. In accordance with Article 1112-1 of the French Civil Code, if one party knows information the importance of which is decisive for the consent of the other, it undertakes to inform the other party if the latter legitimately ignores this information or trusts its co-contractor.

Nevertheless, this duty of information may in no case relate to the estimate of the service or product value. In the context of the contract, information which has a direct and necessary connection with the content of the contract, or the quality of the parties is of decisive importance.
• A duty of advice: 2S GLOBAL informs the customer of the way which seems best to them and warns them against possible risks,
• A duty of cooperation: the customer has the obligation to inform 2S GLOBAL in such a way that 2S GLOBAL can perform the contract correctly. They must provide 2S GLOBAL with all information and all complete, precise and reliable information, not only as regards their needs, operating and environmental conditions, but also as regards the particularities of the products.
Meeting their needs depends largely on the information provided by them.

ARTICLE 10 - WARRANTY

Pursuant to Article 1643 of the French Civil Code, no warranty is due by the 2S GLOBAL company because of the lack of conformity of the products delivered and any hidden defect, resulting from a defect in the design or supply of said products.

In any case, no warranty is due if the customer has undertaken modifications to the product on their own initiative. Any warranty is also excluded for incidents resulting from normal wear and tear of the equipment, deterioration or accidents resulting from negligence, lack of supervision or maintenance and faulty use of the equipment.

ARTICLE 11 - LIMITATION OF LIABILITY

The liability of the 2S GLOBAL company can only be engaged in the event of proven fault or negligence and is limited to direct and material damage to the exclusion of any indirect damage of any nature whatsoever. In the event that the responsibility of the 2S GLOBAL company would be retained, the guarantee of the 2S GLOBAL company would be limited to the amount excluding tax paid to the company by the customer.

ARTICLE 12 - UNPLANNED EVENT

12.1. Unpredictability
In the event of a change of circumstances unforeseeable at the time of the conclusion of the contract making performance excessively onerous for a party who had not agreed to assume the risk, the parties shall renegotiate the contract in good faith. The parties agree that the variation in the price of raw materials depriving the execution of the contract of any profitability for the 2S GLOBAL company constitutes a case of unforeseen circumstances.
In the event of unforeseen circumstances, both parties will agree to renegotiate the contract. If such renegotiation is refused or fails, either party may refer the matter to the court for the purpose of adapting the contract to the new circumstances and fixing the new financial conditions for the performance of the contract. The party having refused the renegotiation of the contract may be ordered to compensate its co-contracting party due in particular to the violation of articles 1104 and 1195 of the French Civil Code.

12.2. Force majeure
Under the terms of Article 1218 of the Civil Code, force majeure is an event beyond the debtor's control, which could not reasonably have been foreseen at the time of conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents performance of the obligation by the debtor. By express agreement, the parties consider that the following events in particular shall fall under the regime of force majeure: lockout, strike, epidemic, war, requisition, fire, embargo, power cuts, flood, tooling accidents, scrap of important parts during manufacture, interruption or delay in transport, pandemic or any other cause leading to total or partial unemployment for the 2S GLOBAL company or its suppliers. This list does not prevent the application of the force majeure regime to events meeting its legal definition.
In the event of a force majeure event, both parties agree to meet to find a solution to the problem; the performance of the contract is then suspended.
If the force majeure event lasts for more than 60 (sixty) days, the contract will be terminated for the future.

ARTICLE 13 - PLEA OF NON-PERFORMANCE

13.1. Pursuant to Article 1219 of the Civil Code, either party may refuse to perform its obligation, even though it is due, if the other party does not perform its obligation and if this non-performance is sufficiently serious, that is to say, is likely to call into question the continuation of the contract or fundamentally upset its economic balance. Suspension of performance shall take effect immediately upon receipt by the defaulting Party of the notice of default sent to it for this purpose by the Party suffering from the default specifying the intention to apply the plea of non-performance as long as the defaulting Party has not remedied the default noted, served by registered letter with acknowledgement of receipt or on any other durable written medium capable of providing proof of dispatch.

13.2. This plea of non-performance may also be used as a preventive measure, in accordance with the provisions of Article 1220 of the French Civil Code, if it is clear that one of the parties will not perform its obligations on the due date and that the consequences of such non-performance are sufficiently serious for the party that is the victim of the default.
This option is used at the risk of the party taking the initiative.
The suspension of performance shall take effect immediately upon receipt by the allegedly defaulting party of the notification of the intention to apply the preventive plea of non-performance until the allegedly defaulting party performs the obligation in respect of which a future default is manifest, served by registered letter with acknowledgement of receipt or on any other durable written medium capable of providing proof of dispatch.

13.3. If the impediment was definitive or lasted longer than sixty days from the discovery of the impediment, the contract would be purely and simply terminated.

ARTICLE 14 - EARLY RESOLUTION

Article 14.1. Resolution for serious and / or repeated failure
The defaulting party may, in the event of sufficiently serious non-performance of any of the obligations incumbent on the other party, notify the defaulting party, by registered letter with acknowledgement of receipt, of the wrongful termination of the contract, 30 (thirty) days after the sending of a formal notice to perform has remained unsuccessful, pursuant to the provisions of Article 1224 of the French Civil Code.

Article 14.2. Resolution for force majeure
The resolution by operation of law for force majeure, can only take place 60 (sixty) days after the sending of a formal notice notified by registered letter with acknowledgement of receipt or any extrajudicial act.

Article 14.3. Common provisions for resolution cases
The customer will be validly put in default by the sole exigibility of the obligation to pay, in accordance with the provisions of article 1344 of the French Civil Code.
In any event, the aggrieved party may seek damages in court.

ARTICLE 15 - PROTECTION OF PERSONAL DATA

The personal data collected from customers are subject to computer processing by the 2S GLOBAL company. They are recorded in their customer file and are essential to process their order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. It will be kept as long as necessary for the execution of orders and any applicable warranties.

The data controller is the 2S GLOBAL company. Access to personal data will be strictly limited to the employees of the data controller, who are authorized to process them by virtue of their functions. The information collected may possibly be communicated to third parties related to the company for the execution of sub-contracted tasks, without the client's authorization being necessary.
In the course of the performance of their services, third parties have only limited access to the data and are obliged to use it in accordance with the provisions of the applicable data protection legislation.

Apart from the cases set out above, 2S GLOBAL shall refrain from selling, renting, transferring or giving access to third parties to the data without the prior consent of the customer, unless forced to do so for a legitimate reason.

If the data is to be transferred outside the EU, the customer will be informed and warranties taken in order to secure the data (for example, the external service provider's adherence to the "Privacy Shield", adoption of standard protection clauses validated by the CNIL Commission, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified to the customer.

In accordance with the applicable regulations, the customer has the right to access, rectify, erase, and make portable the data related to them, as well as the right to object to the processing for legitimate reasons, rights that can be exercised by contacting the data controller at the following postal or email address: 
• 66, avenue des Champ Elysées 75008 PARIS,
• contact@2s-global.com.

The customer may file a complaint with the personal data protection officer of the Supplier at the French CNIL Commission (Commission Nationale de l'Informatique et des Libertés).

ARTICLE 16 - LANGUAGE

These general terms of sale are written in French. In the event that they are translated into one or more languages, only the French text shall be authentic in the event of a dispute.

ARTICLE 17 - COMPETENT COURT

All disputes to which this contract and the agreements resulting from it could give rise, concerning their validity, interpretation, performance, resolution and consequences will be subject to the jurisdiction of the LYON Court of Appeal.

ARTICLE 18 - APPLICABLE LAW

These general terms are ruled by French law.