General terms and conditions of sale
Records – France and Export
1. INTRODUCTORY PROVISIONS
1.1 Unless otherwise stipulated in writing and signed by the parties, these general terms and conditions of sale (hereinafter “GTCS”) apply in their entirety to any offer to sell and any sale of products such as CDs, DVDs, Blu-rays, cassettes, vinyl, CD-Rs, DVD-Rs or other recordable digital media (hereinafter the “Products”) produced by MPO FRANCE (hereinafter “MPO”) at the request of any professional customer (hereinafter the “Customer”) on the basis of its specifications, or other recordable digital media (hereinafter referred to as the “Products”) produced by MPO FRANCE (hereinafter referred to as “MPO”) at the request of any professional customer (hereinafter referred to as the “Customer”) on the basis of its specifications, as well as any services prior to the design and manufacture of the Products, such as pressing, mastering, advice, packaging and routing (hereinafter referred to as the “Services”).
1.2 The fact of placing an order implies acceptance and application without reservation of the GTC, which shall prevail over all conditions and stipulations of the Client (including the specifications of the Products), even if communicated subsequently to the GTC, not expressly accepted in writing by MPO. Unless otherwise stipulated in writing and accepted by MPO, the relationship between MPO and the Client shall be governed by the following documents (in descending hierarchical order of legal value): the quote provided for in Article 2, the GTC, the samples of Products referred to in Article 3.3, as well as the Client’s specifications. In the event of a contradiction between one or more stipulations appearing in any of these documents, the higher-ranking document shall prevail.
1.3 MPO reserves the right to modify the GTC at any time, with the exception of those applicable to an order in progress which has been accepted. The fact that MPO does not avail itself, at a given moment, of any clause of the GTCS, shall not be interpreted as a waiver of its right to avail itself of all of the clauses at a later date. If one of the clauses of the GTC is null and void or annulled for any reason whatsoever, the other clauses shall not be affected and the parties shall negotiate in good faith to modify the annulled clause. MPO may at any time delete or modify the Products offered in its brochures and on its Internet site. MPO is not bound by any non-competition obligation and remains free, with due regard for loyalty and confidentiality, to work with clients other than the Client operating in the same sector of activity as the Client.
2. ORDER
2.1 In order to enable MPO to issue a quotation, the Client must send, by EDI or by email to MPO’s head office, the following information: the Client’s contact details, the invoicing address, its specifications, the type and quantities of Products, and the desired date and place of delivery. Unless otherwise stipulated, the quotation is valid for a period of one (1) month from its issue.
2.2 The order for Products is firm for the Client as soon as it is issued. It shall be binding for MPO on the date of receipt by MPO of its unmodified and signed quotation, accompanied by the deposit stipulated in the quotation where applicable, as well as these GTC signed by post or by e-mail (hereinafter the “Order”).
2.3 MPO shall endeavour to acknowledge receipt of the Order within 48 hours of its receipt Any unreserved commencement of performance of the Order by MPO shall constitute acceptance of the Order by MPO, for the Products and/or Services that have been the subject of the commencement of performance of the Order. MPO shall be authorised to subcontract all or part of the Order, at any time, to the subcontractor(s) of its choice.
3. TERMS AND CONDITIONS OF SUPPLY
3.1 Customer cooperation
The Client undertakes to cooperate actively with MPO with a view to the execution of the Services and the manufacture of the Products, and in particular to respond to requests for information, communication of data or validation emanating from MPO within a period of forty-eight hours (48h), failing which its silence shall constitute acceptance of any offer or proposal from MPO. The Client undertakes to designate a technical contact to MPO at MPO’s request.
The Client undertakes to provide MPO, before the start of the performance of the Services, with all the elements necessary for their performance, namely, in particular:
– all certificates from collective rights management companies (such as SDRM) proving payment and collection of the rights corresponding to the works to be reproduced by MPO, or for contracts concluded with foreign Clients, from the organisation in the country concerned mandated by the authors;
– proof of the Client’s ownership of the rights enabling it to entrust the performance of the Services to MPO, in particular, proof of copyright and of payment of any royalties to be paid for the performance of the Services, in accordance with the legislation applicable in the countries where the Products will be sold;
If these elements are not obtained, the execution of the order will be suspended.
3.2 Communication of Data by the Customer
Execution of the Order shall also require the Client to supply the master and files necessary for the manufacture of the products, in accordance with the quality standards customary in the field, on the media and in the formats required by MPO (hereinafter the “Data”). It is the Client’s responsibility to ensure that the Data transmitted are lawful copies and not originals, as the originals are kept by the Client and MPO may under no circumstances be held liable in the event of loss, alteration or destruction of an original.
In the event of non-compliant Data or Data in a condition that does not allow it to be used under normal conditions, performance of the Order shall be suspended until compliant Data is obtained. MPO shall, as far as possible, draw up an additional quotation and, with the written agreement of the Client, shall rectify or have rectified these elements at the Client’s expense. If this is not possible or if the Client does not agree with the estimate, MPO shall ask the Client for new Data that complies with the estimate. In all cases, the cost of the conservation and storage of the Data entrusted by the Client to MPO shall be invoiced to the Client according to the tariff in force. Data which has been the subject of a request for a quotation for which no Order has been placed for a period of three (3) months shall be destroyed unless requested in writing by the Client. If the Client so wishes, the retention of the Data may be extended beyond this period and the corresponding retention cost shall be invoiced.
The Data and more generally any file, document, model, plan, text, logo or image on any medium whatsoever, supplied by the Client for the performance of the Services must be communicated to MPO in accordance with the retroplannings set by MPO prior to the start date of the Services provided for in the Order and must include all information necessary for the performance of the Services and/or specified in the Order and/or any other prerequisite requested by MPO from the Client. The Client assumes full and complete responsibility for the Data and shall hold MPO harmless against any and all steps, actions or claims relating to the Data, and in particular any claims or demands by a third party of any right whatsoever, and in particular intellectual property rights, over the Data and its use by MPO for the purposes of fulfilling the Order, and to the obligations arising from the regulations governing personal data. The Client shall remain solely responsible in this respect.
The Data transmitted shall remain the full and entire property of the Client. On the date of delivery of the Products, the Data and confidential information media provided by the Client to MPO may be returned to it upon written request. In the absence of such a request, MPO may, at its option, either keep the Data confidential or destroy it within a period of two (2) years without withdrawing it. The complaint made by the Client does not suspend payment of the price of the Services.
3.3 Sample validation
At the express request of the Customer and when the manufacture of the Products so requires, MPO will manufacture samples of the pressed Products which will be sent to the Customer with a view to their validation by the Customer. In this case, any commencement of the performance of the Services requires the written validation of the samples of the pressed Products by the Customer. Validation of the Product samples by the Customer implies full and complete acceptance of the Product samples, in particular with regard to the quality of the attachment of the Customer’s Data to the Product (in particular in phonetic and visual terms) and acceptance of the pressing of the Products. The time taken by the Customer to validate the samples will extend the time periods specified in the quotation accordingly.
Any new requests from the Client not initially provided for in the quotation, in particular entailing the production of new samples of Products by MPO, shall be the subject of an additional quotation subject to the Client’s prior written acceptance, under the conditions set out in article 2 of the GTC.
The Client is informed that significant variations in sound, image or colour may occur within the limits of machine tolerances between the samples of Products and the Products that will be delivered. Under no circumstances may these differences engage the responsibility of MPO, nor in particular motivate a rejection of the Products, a reduction in price, or give rise to a right to damages and interest.
From the date of transmission of the Product samples to the Client by MPO for validation, MPO may, at its discretion, retain the samples remaining with MPO in a confidential manner or destroy them. Any complaint made by the Client shall not suspend payment of the price of the Services.
4. MODIFICATION OR CANCELLATION OF THE ORDER
4.1 Agreed changes to the Order: In the event of agreed changes to the initial Order or in the event of an additional order, the Order shall be the subject of a new quotation or quotations supplementing the initial quotation, signed by the Customer and, where applicable, the payment of an additional deposit.
4.2 Modification or cancellation by the Client: Any modification of the Order by the Client shall be subject to the written agreement of MPO and, where applicable, to an increase in the Services and/or the price of the Products. MPO shall be authorised to suspend the performance of the Services and/or the delivery of the Products until the quotation has been accepted by the Client.
In the event of cancellation of all or part of the Order by the Client prior to the commencement of performance of the Order, MPO shall be entitled to demand compensation in an amount equal to forty percent (40%) of the total amount of the Order excluding VAT, in addition to the reimbursement of costs incurred by MPO. In the event of cancellation of all or part of the Order by the Client after the Order has begun to be executed, all Services already performed and Products already manufactured shall be invoiced to the Client on a pro rata temporis basis, in addition to the related costs.
4.3 Modification by MPO: If, prior to the start of performance of the Order in question, the performance of one or more of the essential Services of the Order is delayed or compromised for MPO, the latter shall inform the Client thereof as soon as possible and may propose a modification to the Order, by letter or e-mail: in the absence of a written response from the Client, within three (3) working days of the proposed modification by MPO, the Client shall be deemed to have accepted the modification.
5. DELIVERY OF PRODUCTS AND TRANSFER OF RISK
5.1 Terms of delivery
Unless otherwise stipulated in the Order, the Products are delivered in mainland France (including Corsica) in accordance with the ICC 2020 DDP Incoterm before unloading at the Customer’s premises, as specified in the quotation.
Unless otherwise stipulated in the Order, the Products are delivered outside mainland France (including Corsica) in accordance with Incoterm ICC 2020 DAP to the destination specified in the quotation.
5.2 Delivery times
The deadlines for the performance of the Services and the delivery of the Products are those set out in the Order. MPO does not deliver at weekends or on public holidays.
MPO shall be entitled to re-invoice the Client for any costs incurred as a result of a postponement of delivery on the Client’s part, based on supporting documents (storage costs, transport costs, etc.).
Any delay in delivery of less than one (1) month in relation to the delivery date initially agreed shall not give rise to the cancellation of orders, the payment of compensation to the Client or the application of penalties. No delay in the delivery of Products due to a delay on the part of the Client in communicating the Data or any additional information requested by MPO shall incur the liability of MPO, nor give rise to the cancellation of Orders, compensation to the Client or the application of penalties.
In the event of the temporary unavailability of one or more Products or of raw materials used in the manufacture of the Products, MPO will notify the Client and will be authorised to make partial deliveries. Any delays in delivery will then relate only to the Products delivered late, and not to the order in its entirety.
6. COMPLAINTS AND RETURNS
6.1 Upon delivery, the Client must carry out all examinations necessary to detect any shortages, apparent defects or non-conformities of the Products delivered in relation to the delivery note, the Master and/or the Order. Any refusal, claim or reservation by the Client upon delivery must, in order to be taken into account by MPO, be mentioned, upon delivery, on the delivery note and the consignment note, signed and stamped by the carrier, and be notified by the Client to MPO, at its registered office, and to the carrier, by email and by registered letter with acknowledgement of receipt, with a copy of the delivery note, within three (3) clear days following delivery (art. L.133-3 of the French Commercial Code).
6.2 The Client accepts that, due to MPO’s manufacturing constraints, the quantities delivered and invoiced may vary by plus or minus ten percent (10%) in relation to the quantities ordered.
6.3 In order to be taken into account by MPO, complaints concerning defects or faults that are reasonably undetectable at the time of delivery must be addressed to MPO’s registered office, by email, within a maximum period of three (3) months following the date of delivery, and must imperatively include: the references of the Products, the subject and the reasons for the complaint.
6.4 It is the Client’s responsibility to provide all supporting documents to substantiate its claims. MPO or any person appointed by it may visit the Client’s premises, which must allow it access to its premises and to the Products, in order to ascertain the alleged non-conformity or defect.
6.5 In the event of a Product recognised by MPO as defective or flawed, the Client shall, at MPO’s choice, either hold the Products concerned at the disposal of MPO or any third party designated by MPO, or return them to MPO. No Products may be returned without the prior written agreement of MPO. Product returns accepted by MPO must be carried out within a maximum period of ten (10) clear days following acceptance by MPO and shall be carried out at MPO’s expense.
6.6 Products recognised by MPO as faulty or defective may be subject to a processing adjustment in order to bring them into line with market standards.
6.7 Any refusal of Products upon delivery for a reason that is not demonstrated to be attributable to MPO and any abusive return of Products shall result in the invoicing of the return transport costs of the Products and other additional costs borne by MPO, and the Client shall not be authorised to suspend payment for the Products concerned. Receipt of the Products without refusal, complaint or reservation within the period specified in article 6.1, releases MPO from any liability with regard to possible shortages, apparent defects or non-conformities of the Products. The return of unsold Products is not accepted by MPO.
7. FINANCIAL CONDITIONS
7.1 Prices
The price of the Services and Products is that agreed by the Parties in the Order and is exclusive of VAT and charges. For CD-Rs, DVD-Rs and USB keys, the prices will be increased by the tax for private copies due and collected by Copie France. For foreign Customers, the price of the Services and Products does not include any tax, duty or fiscal charge whatsoever in force in the country in which the Products will be transited and/or marketed. All such taxes or fiscal charges shall be borne by the Customer. However, if such taxes or charges are imposed on MPO, the Client undertakes to pay them at MPO’s first request.
The price is payable in euros by bank transfer. Any charges relating to the exchange rate of the currency are to be borne by the Customer.
7.2 Invoicing and payment terms
– Billing
The Client undertakes to provide, prior to the commencement of the performance of the Services, all information necessary for the establishment of the invoices in accordance with the procedures in force at MPO, MPO being authorised to suspend the performance of the Services and/or the delivery of the Products until the transmission of this information. The Client undertakes to check the invoices upon receipt and to formulate its observations within a period of one month from the date of the invoice. If no objection is made within this period, the invoice will be deemed to be correct. In the event of a partial dispute regarding the amount of the invoice, the part of the invoice not disputed must be paid by the Customer within the payment period stipulated in the Order.
– Payment terms in the absence of a Customer account
Any Order for an amount less than or equal to one thousand (1000) € excluding VAT shall be payable in full on the date of the Order, unless the Client has an account with MPO.
Any Order for an amount in excess of one thousand (1000) € excluding VAT may be subject to the payment of a deposit of up to one hundred per cent (100%) of the amount excluding VAT on the date of the Order, in particular in the following cases:
– First order
– Or late payment on previous invoices
– No or insufficient credit cover,
– Order with foreign subcontractors.
Payment of the balance of the price is due within thirty (30) days of the date of issue of the invoice. No discount will be granted for early payment.
– Payment terms for customer accounts
In the event that the Client has a Client account opened with MPO as provided below and provided that this Client account has not been closed on the date of issue of the invoice, the full price of the Services and/or Products is payable within thirty (30) days from the date of issue of the invoice. No discount will be granted for early payment.
In order to benefit from the aforementioned payment terms, the Client may request the opening of a Client account with MPO. For each request to open an account, MPO will carry out a financial study. Depending on the information provided to it, MPO reserves the right not to accept the opening of an account if this information is not satisfactory with regard to the objective criteria established by MPO. In addition, when an account is opened, MPO determines, on the basis of the said objective criteria, an outstanding amount beyond which each order or part of an order must be paid for at the time the order is placed. MPO reserves the right to close an account immediately in the event of late payment or new financial information that does not comply with the objective criteria established by MPO for the granting or maintenance of an account, as well as in the event of the outstanding amount being exceeded or the account being closed. MPO shall inform the Client thereof and reserves the right to demand payment of all sums that would have been owed by the Client for the Order had it not been granted an account with MPO.
7.3 Payment incidents and delays
In the event of a payment incident such as late payment, direct debit rejection or partial payment, MPO reserves the right to suspend or cancel all or part of the Orders in progress and/or to refuse any new Orders, as well as the right to call into question the terms of payment granted to the Customer, without prejudice to any other means of recourse.
MPO shall also be free to charge any payment made by the Client to the invoice of its choice. Any sum owed by MPO to the Client may be offset ipso jure against any sum, even if not due, that the Client may owe MPO for any reason whatsoever. Furthermore, without prejudice to any damages and interest that may be claimed by MPO, any payment incident shall give rise, ipso jure and without prior formal notice:
– to the payment of a fixed indemnity of 40 Euros in respect of recovery costs, where applicable increased by the payment of all judicial and extrajudicial costs incurred by MPO for the recovery and collection of amounts due;
– the acceleration of all the Client’s debts to MPO, even if they have given rise to bills of exchange;
– the payment of late payment interest calculated from the due date initially set, at the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
8. LIABILITY - GUARANTEES
8.1 Service guarantees
MPO’s guarantee is expressly limited to the proper execution by MPO of its Services in accordance with the rules of the trade and the stipulations of the contract or order. MPO undertakes to perform them with all the diligence of a professional, MPO being subject only to an obligation of means. The guarantee may only be implemented by the Client.
8.2 Product warranty
MPO guarantees the proper manufacture of the Products and their compliance with the rules of the art and with the Order and the Master accepted by the Client. In particular, MPO guarantees that the optical discs comply with technical readability standards. During a warranty period of three (3) months after the date of delivery of the Products, MPO undertakes to replace the Product recognised as defective, subject to a complaint by the Client within forty-eight (48) hours of becoming aware of the defect. All warranties are excluded for incidents arising from use or storage that does not comply with the Customer’s normal conditions of use of the Products. The guarantee does not cover normal wear and tear.
8.3 Liability
MPO may not under any circumstances be held liable in the event of non-performance of its obligations (and in particular in the event of non-compliance with the GTC) by the Client, nor in the event of an act by a third party. In any event, MPO’s liability expressly excludes any indirect, consequential or immaterial damage and in particular loss of income or profit, loss of clientele, penalties or indemnities imposed on the Client by third parties, and is, in any event, limited to the amount of the Order concerned.
8.4 Conformity of Products for export
It is the Customer’s responsibility (i) to check that each of the Products meets the standards and complies with the regulations in force in the country in which the Products are to be marketed, and (ii) to inform MPO, prior to placing the Order, of any modification to a Product that is necessary to adapt it to the said standards and regulations applicable in the said countries.
In the event that changes to standards or regulations occur during the performance of the Order, MPO may provide the Client with a supplementary estimate based on the changes required; if these changes make the performance of the Order too difficult or even impossible, MPO may terminate the Order by registered letter with acknowledgement of receipt and invoice the Client for the amount of the partially performed Services and/or Products manufactured.
9. FORCE MAJEURE
MPO may not be held liable for the non-performance of any of its obligations, in particular a delay in the performance of the Services and/or delivery of the Products, in the event of (i) force majeure, meaning any event such as, in particular, a lock-out, strike, explosion, riot, blockade, piracy, epidemic, war, requisition, fire, flood, other natural disaster, delay in transport, shortage of materials or transport, shortage of electricity or energy, riots, blockade, piracy, epidemic, war, requisition, fire, flood, other natural disaster, delay in transport, shortage of materials or transport, lack of electricity and energy, accident affecting production, abnormal delays in certification, force majeure of suppliers or subcontractors or any other cause leading to partial or total unemployment for MPO or its suppliers or carriers or in the event of restrictions, requirements or prohibitions enacted by government authorities or by any other authority constituting a “fait du prince”, or in the event of (ii) the occurrence, persistence or return of an epidemic such as Covid-19 or any other epidemic phenomenon of a similar nature and/or as a result of governmental, legal or administrative measures taken in the context of such a crisis that are likely to prevent MPO from performing all or part of its obligations. MPO shall inform the Client within eight (8) days in the event of the occurrence of one of the events listed above. In the event that the event or its consequences are prolonged for more than six (6) months, the Orders in progress may be cancelled by registered letter with acknowledgement of receipt, without any damages, penalty, compensation or participation in the loss suffered by MPO or by the Client, as the part of the Order already executed may not be cancelled.
10. CONFIDENTIALITY
MPO undertakes to preserve the confidentiality of the Data and technical or commercial information that the Client shall communicate to it with a view to the execution of the Services and/or the manufacture of the Products, as long as this information has not fallen into the public domain other than through the fault of MPO. MPO undertakes to use said information solely for the purpose of performing the Services. Consequently, MPO shall refrain from any form of sale, direct or indirect marketing and, more generally, any form of communication to third parties of the information communicated by the Client or of the information obtained as a result of the Services. MPO shall ensure that its employees comply with this undertaking. MPO is expressly authorised to cite the Client’s name as part of its references and past work. Any reference to the nature of the Services shall be subject to the prior written agreement of the Client.
11. RETENTION OF TITLE
11.1 MPO reserves ownership of the Products until full payment of the price, including interest, costs, taxes and accessories, payment being deemed to have been made only upon actual collection.
11.2 The Client undertakes to inform MPO immediately of any seizure or other intervention by a third party on the Products, in order to enable MPO to preserve its rights.
11.3 In the event of non-payment of a single invoice or part of an invoice on the due date or of a risk of insolvency on the part of the Client, MPO may recover the Products from the Client’s premises at the Client’s expense and risk, even in the absence of collective proceedings on the part of the Client. To this end, the Client undertakes to give MPO free access to its premises and to inform MPO of the place where the Products are stored.
11.4 In the event of a claim on the Products, MPO reserves the right to have an inventory drawn up or to place in escrow the unpaid Products held by the Client. For the purposes of this article, the Products in stock shall be deemed to correspond to the unpaid receivables.
11.5 The Customer is responsible, from the time of delivery as set out in article 5 of the GCS, for the storage of the Products, for handling operations, for the conditions under which the Products are kept and for any damage they may suffer.
12. INTELLECTUAL PROPERTY
12.1 The Data and, in general, all documents or media necessary for the performance of the Services, such as matrices, CD-Rs, DVDs, digital files, booklets and jackets, remain the property of the Customer. Subject to full payment for the Products, these elements shall be returned to the Client if it expressly so requests. MPO will exercise a right of retention on these elements until full payment for the Products. In any event, the elements handed over by the Client shall be destroyed two (2) years after completion of the Services without being withdrawn. The Client certifies that it holds the intellectual property rights necessary for the performance of MPO’s Services. Consequently, the Client guarantees MPO against any claim or demand, whoever the author may be, relating to intellectual property rights and in particular to the rights owed to collective rights management companies. In the event of legal action being taken against MPO on the occasion of the use, within the framework of the execution of the Services, of the data and information transmitted by the Client, MPO shall immediately inform the Client. In any event, in the event that MPO’s liability is sought or incurred for the illicit use of data and information transmitted by the Client and/or elements of any nature transmitted by the Client, the Client undertakes to compensate MPO, at its first request, for all costs, damages, indemnities, condemnations and transactional indemnities resulting from such legal proceedings.
12.2 The Client guarantees MPO that all data and information that it provides to MPO conforms to good morals and to the legal provisions applicable to Products in France and/or in the country where the Products will be marketed. The Client guarantees MPO against any action, whoever the author may be, based on the use of data and information contrary to good morals or contrary to the legal provisions applicable to the Products in France and/or in the country where the Products will be marketed. In any event, in the event that MPO’s liability is sought or incurred for the use of data and information contrary to good morals or contrary to the legal provisions applicable to the Products in France and/or in the countries where the Products are marketed, the Client undertakes to compensate MPO, at its first request, for all costs, damages, indemnities, sentences and transactional indemnities resulting from such proceedings.
13. PROTECTION OF PERSONAL DATA
13.1 Purposes: The Client’s personal data shall be subject to automated processing by MPO for the purpose of fulfilling the Order and issuing invoices. Where applicable, this personal data may be used by MPO in order to promote its activity and present its clientele. The Client’s personal data (surname, first name, e-mail address, delivery address, bank details, etc.) are necessary for MPO to complete the Order.
13.3 Rights of the Customer : Customers have the right to access, modify, limit and object to the processing of their personal data. To exercise these rights, Customers may send their requests by e-mail to the following address, which appears at the bottom of these General Terms and Conditions of Sale. The Customer has the right to lodge a complaint with the CNIL concerning the processing of his/her personal data by MPO. Any person whose personal data is collected may define general or specific directives relating to the conservation, deletion and communication of their personal data after their death. Specific directives may be registered with the data controller. General directives may be registered with a trusted digital third party certified by the CNIL. General or specific directives may be modified or deleted at any time.
13.4 Security and storage: MPO undertakes to implement appropriate technical measures to guarantee the security and confidentiality of the Client’s personal data. MPO undertakes to retain personal data for a period not exceeding that necessary to achieve the purposes for which they were collected or processed and in any event for a maximum period of three (3) years from the last order of Products by the Client. By way of exception, a longer retention period may be retained for the exclusive purpose of updating and monitoring the Product (after-sales service), without exceeding a maximum period of five (5) years.
13.5 Customers may exercise their rights under this Article by contacting dpo@mpo.fr.
14. APPLICABLE LAW AND SETTLEMENT OF DISPUTES
14.1 The GTC, the relationship between the parties and the offer and sale of the Services and Products are governed by French law.
14.2 In the event of a dispute or objection relating to the GTC, to the relationship between the parties, to the offer and sale of the Services and Products, the parties undertake to seek an amicable solution beforehand, in particular by recourse to mediation (by an internal or external mediator). The requesting party must notify the other party of the details of the dispute or contestation and propose the name of a mediator. If the other party refuses mediation or if the parties are unable to agree on the name of a mediator or if the mediator does not accept the assignment within 7 (seven) clear days from the notification provided for in the previous paragraph, the mediation will be deemed to have failed and each of the parties will regain the right to take legal action. The mediation phase will last for a maximum of 15 (fifteen) days from the date on which the mediator accepts his mission. At the end of the mediation period and if no agreement has been reached, each of the parties will regain the right to take legal action. For the duration of the mediation, the parties shall refrain from taking any legal action against each other in connection with the dispute concerned. However, by way of exception, even during mediation, the parties may apply to the courts for investigative measures on the basis of article 145 of the Code of Civil Procedure. The costs of mediation shall be borne equally by each of the parties.
14.3 Any dispute or controversy that is not settled amicably under the conditions set out in the previous paragraph will be subject to the exclusive jurisdiction of the competent courts of Laval, including in the event of summary proceedings, an order on petition, multiple defendants, an incidental claim or a warranty claim.