GENERAL TERMS AND CONDITIONS OF SALE

2.1 – Orders

Sales are confirmed only after the order placed by the Customer has been expressly accepted by Dipli, which will ensure that, among others, the products requested are available; orders will be accepted by sending an email.

Orders placed on the Dipli website will be logged as soon as the Customer accepts these General Terms and Conditions of Sale by ticking the relevant box and validating the order. By validating the order, the Customer accepts all these General Terms and Conditions of Sale, which constitutes proof of the sales agreement. The fact that an order has been taken into account and accepted will be confirmed by email. Information saved in Dipli's computer system will serve as proof of all transactions concluded with the Customer.

A summary of the Customer's order and of the General Terms and Conditions of Sale will be sent to the Customer in an order confirmation email.

Product offers on Dipli are only valid while they are visible on the Dipli website, subject to stock availability and excluding promotional offers mentioned as such on the website. If a Product becomes unavailable after the Customer has placed an order, he or she will be informed by email. In such cases, the order will be cancelled automatically, and the Customer's bank card will not be charged.

Given that orders are placed between two informed professionals in the retail sector of high-technology products and electronic devices, the Customer will not have the right to withdraw his or her order.

2.2 – Prices

The Products are offered at prices set by Dipli as shown on the day that the order is placed and, where applicable, in the specific commercial offer sent to the Customer. These prices are fixed and non-negotiable during their validity period, as indicated by Dipli. These prices are net and exclude tax. Unless otherwise specified on the order form, the prices mentioned include delivery costs (free-of-charge shipment sales). However, they do not include possible customs duties and insurance costs, which are borne by the Customer.

Dipli is free to agree to special pricing terms for the Customer depending on the specificities requested by the latter. In such cases, Dipli will make a special commercial offer available to the Customer. Dipli is also free to agree with the Customer on a discount rate that may be reviewed as part of special terms and conditions of sale during the commercial negotiation, depending on the nature and volume of the Products ordered.

The price must be paid in accordance with the terms and conditions specified on the invoice issued to the Customer, in full and in a single transfer, as the case may be:

- either in cash by bank card (Visa, MasterCard, American Express, other payment cards) on the day of the order;

- or in cash by bank transfer on the day of the order;

- or by immediate direct debit authorised by the Customer on the day of the order;

- or by bank transfer within thirty (30) days;

- or by direct debit within thirty (30) days authorised by the Customer;

- or by bank transfer within sixty (60) days;

- or by direct debit within sixty (60) days authorised by the Customer;

Payment within sixty (60) days may entail additional costs for the Customer under conditions laid down by Dipli for the Customer when the order is placed.

Dipli is free to agree to special pricing terms and due dates for the Customer depending on the specificities requested by the latter. In such cases, Dipli will make a special commercial offer available to the Customer.

In any case, if payment is made by direct debit authorised by the Customer, the latter expressly and irrevocably agrees not to withdraw the authorisation to withdraw money from his or her bank account after an order has been placed and accepted by Dipli and for which payment has not yet been made.

In the event of late payment and the Customer failing to transfer the amounts due by the order payment due date and after the payment date specified on the invoice issued to the Customer, the latter will be liable for:

- a 40-euro flat-rate penalty fee for recovery costs;

- late payment interest at a yearly rate of 5% calculated on the basis of 365 days.

Any late payment interest due for a period of less than one (1) year will be calculated on a pro rata basis based on the number of days that the payment was late.

If the Customer fails to comply with the payment terms applicable to the order, Dipli reserves the right, among others, to suspend or cancel the delivery for the Customer's orders in progress, to suspend the performance of its obligations, and to reduce or cancel any discounts granted to the Customer.

Unless Dipli gives prior, express consent in writing, and as long as the mutual receivables and payables are unequivocal, clearly defined and due for payment, no clearing may validly occur between any amount that could be due by Dipli to the Customer on the one hand, and the amounts due by the Customer to Dipli, following the purchase of the Products in question, on the other hand.

Products bought by the Customer will be delivered within a time period specified when placing the order, on the understanding that the Products will be delivered by a carrier chosen by either Dipli or the Supplier.

However, it is stated that Dipli is free to agree to special delivery terms and timeframes for the Customer depending on the specificities requested by the latter. In such cases, Dipli will make a special commercial offer available to the Customer.

The delivery process is as follows:

- After an order is confirmed, Dipli shares the delivery address, as specified by the Customer, with the Supplier. The Customer is responsible for ensuring that the address given is correct and will make it possible to receive the Products ordered; neither Dipli nor the Supplier may be held responsible or liable if the Product is not delivered as a result of an error in the delivery address provided by the Customer.

- The Products ordered are shipped directly to the address specified by a carrier chosen by either the Supplier or Dipli.

- The Customer receives an email from Dipli informing that the Products have been dispatched.

Upon receiving the order, The Customer must check the condition of the Products during the delivery. If the Customer does not expressly voice any reservations on delivery, the Product delivered by Dipli will be deemed to be in line with the order quantity and quality. Without prejudice to the provisions of Article 6 of the General Terms and Conditions of Sale, the Customer will nevertheless have 24 hours from receiving the Products ordered to express any such reservations, in writing, to Dipli. No complaint will be legitimately accepted if the Customer fails to comply with these formalities.

5.1 – Transfer of ownership

The transfer of ownership of the Products in the name of the Customer will occur only after they have been fully paid for by the Customer. If the Customer fails to pay by the due date specified on the order form, Dipli will have the right to reclaim ownership of the Products and demand that they are returned immediately by the Customer in default (the cost and fees of returning the Products will be born exclusively by the Customer).

5.2 – Transfer of risks

For sales including free delivery, the transfer of risks relating to Product loss and deterioration to the Customer will be done on the day the Products are delivered to the delivery address specified by the Customer and upon their receipt by the latter, independently of the transfer of ownership, and regardless of the date that the order is placed and paid for.

For all other sales, the transfer of risks relating to product loss and deterioration to the Customer will be done on the day that the product is handed over to the carrier in the Supplier's warehouse.

5.3 – Collective proceedings

If the Customer is involved in collective proceedings, he or she will refrain, from the date of the decision initiating the collective proceedings, from reselling, transforming or incorporating Products that have not yet been paid for and of which Dipli reclaims the ownership.

6.1 Guarantees

Products delivered are subject exclusively to the guarantee covering the non-conformity of the order products agreed by the Supplier under the conditions and for a period specified in the order conditions, from the date of delivery (the "Guarantee"). This guarantee is limited to the replacement or refund of any non-compliant products under the conditions laid down therein. As part of implementing this Guarantee, Dipli will take the necessary steps to put the Customer and the Supplier in touch, where necessary.

The Customer accepts and recognises, as an informed professional in the retail sector of high-technology products and electronic devices, and as such operating within the same specialisation as the Supplier and Dipli, that neither the Supplier nor Dipli can be held liable or responsible, under any circumstances, for the Product's hidden defects.

To exercise his or her rights, the Customer will be required to inform Dipli, in writing, of the existence of any defects within 72 hours from discovering them; otherwise, any actions linked to the abovementioned rights will become invalid. Dipli will immediately send the information in question to the Supplier and the Customer will send the Product to the Supplier directly for replacement or repair, on the understanding that the latter will be solely responsible for implementing the Guarantee.

The guarantee will be void if the Products are not used in the manner intended or are used under conditions that are different to the ones for which the Products were made, especially if the Customer fails to comply with the conditions specified in the user manual. The Guarantee will also be void in the event of misuse, negligence, lack of maintenance, as well as normal wear and tear, traces of shock, traces of opening or signs of water damage. Moreover, it will not apply in cases of deterioration or accident resulting from a shock, fall, negligence, lack of monitoring or maintenance, or in cases where the Product has been tampered with.

6.2 Responsibility

a. General information

In any case, the Guarantee is limited to the price of the Product and does not cover any potential material and immaterial damage. Consequently, the Customer cannot hold neither the Supplier nor Dipli responsible or liable, in any circumstances, for material damage to goods other than the Products supplied or for immaterial damage such as loss of production, operating loss, loss of opportunity, data loss, financial or commercial damage or other damages that are the direct or indirect result of the damages suffered following the use or failure of the Products delivered.

b. Responsibility relating to new products

In cases where Products are sold new on the day of the order, the Supplier who manufactured these Products will be responsible under the Guarantee. As such, Dipli cannot be held responsible or liable for any breakdown and/or accident linked to the Product in question.

c. Responsibility relating to refurbished products

In cases where Products are sold refurbished new on the day of the order, the Supplier who refurbished these Products will be responsible under the Guarantee. As such, Dipli cannot be held responsible or liable for any breakdown and/or accident linked to the Product in question.

If the Customer fails to comply with any of his or her obligations, and after [48] hours following no response to notice being served, the sale will be cancelled automatically, the consequences of which must be borne by the Customer. In such cases, the Products sold must be returned to Dipli if deemed necessary by the latter, and without prejudice to the damages and interests it may claim. In any case, the Customer will be required to settle the entire amount of the order or contract in progress.

These General Terms and Conditions of Sale explicitly exclude the statutory system of enforceability provided for in Article 1195 of the French Civil Code for all Product sale transactions. Dipli and the Customer therefore agree to refrain from invoking the provisions of Article 1195 of the French Civil Code and of the system of enforceability that it provides for, undertaking to assume their obligations even if the contractual balance is disturbed by circumstances that were unforeseeable at the time of finalising the sale and even when their fulfilment turns out to be excessively expensive, and to bear all the economic and financial consequences thereof.

The Parties cannot be held responsible or liable if they are unable to perform any their obligations or are late in doing so, as set out in these terms and conditions, due to a case of force majeure, within the meaning of Article 1218 of the French Civil Code.

Any disputes relating to the contract concluded between Dipli and the Customer will be submitted to the Commercial Court of Paris, as will these General Terms and Conditions of Sale and any agreements resulting therefrom, and which may relate to their validity, interpretation, performance, resolution, consequences or aftermath.

By express agreement between the parties, these General Terms and Conditions of Sale and any transactions resulting therefrom are governed by French law. They will be drafted in French. If they are translated into one or more languages, only the French version would prevail in the event of a dispute.

These General Terms and Conditions of Sale are expressly accepted by the Customer, who declares and recognises to have read them in full and therefore agrees to refrain from invoking any contradictory document, including his or her own general terms and conditions of purchase.