TERMS OF SALE

⚠️ This is an unofficial translation provided for convenience only. Only the French version (Conditions Générales de Vente) is legally binding.

DEFINITIONS

The following terms have, in these Terms of Sale (hereinafter "ToS"), including the Preamble and all supplementary or specific conditions, the following meaning:

1. GENERAL PROVISIONS

1.1 SUBJECT MATTER

The Seller offers for sale a connected punching bag cover, named I-PERSKIN, intended for the practice of fitness boxing. The Product is offered to Professional Clients, particularly gym managers as well as boxing clubs and sports halls. The I-PERSKIN is connected to the I-PERCUT mobile application or the I-PERFIT web interface. It guides the athlete in their exercises, records, compiles, and presents their performance in the form of points and graphs.

1.2 SCOPE

Any Order for the Product implies unconditional acceptance by the Buyer and their full adherence to these Terms of Sale, which prevail over any other document, except for an express derogatory agreement from the Seller.

The Purchase Order and these Terms of Sale constitute the contractual basis, as well as the "User Guide" and the "Usage Rules, Maintenance Instructions, and Warranty" provided by I-PERCUT. Any other document, including catalogs, brochures, advertisements, and notices, is for informational and indicative purposes only and is not contractual.

Signing the Order Form constitutes full and complete acceptance of these Terms of Sale.

These Terms of Sale are available on I-PERCUT's website and communicated to the Client with each Order.

1.3 ENTRY INTO FORCE AND DURATION

These Terms of Sale come into force on the date of their signature by the Professional Client and will apply until a new version replaces them, at the Seller's discretion.

1.4 PRE-CONTRACTUAL INFORMATION

These Terms of Sale are communicated to the Buyer, who acknowledges accepting them by signing the Purchase Order.

1.5 AMENDMENTS TO THE TERMS OF SALE

I-PERCUT reserves the right to revise and modify these Terms of Sale. A notification will be sent to the Professional Client when the Terms of Sale are amended.

The applicable Terms of Sale are those available on the Website or communicated to the Client on the date of the Product sale.

2. ORDER AND SALE OF THE I-PERCUT PRODUCT

2.1 ORDER

A sale is only concluded upon the Seller's express written acceptance of the Professional Client's Order.

The Order must be confirmed in writing, by sending the signed Purchase Order by email from the Professional Client. Any Order is irrevocable once confirmed by the Seller.

2.2 ORDER PROCESSING

The Professional Client places their Order online on the Seller's Website or through the commercial service, for the Product and within the limits of available stock. Where applicable, the Professional Client will be informed of any unavailability of the Product.

They must then indicate their contact details (name, first name, and function of the person placing the order, email address, phone number, Kbis extract, and RIB) then choose the address of the structure for which they are ordering and the delivery method, before validating the payment method.

Payment for the Product is made by bank card, while payment for the application usage licenses is made by SEPA transfer.

Validating an Order constitutes full and complete acceptance of these Terms of Sale and an obligation to pay for the ordered Products. Orders confirmed by the Seller are irrevocable for the Professional Client, unless the Seller agrees otherwise in writing.

Any Order is confirmed once it has been paid by the Professional Client and accepted by the Seller by sending an Order confirmation.

In some cases, particularly in the event of non-payment, incorrect address, or other issues with the Professional Client's account, the Seller reserves the right to block the Professional Client's Order until the problem is resolved or to cancel it if necessary.

Any request to modify the composition or volume of an Order placed by a Professional Client can only be taken into account by the Seller if the request is made by email and received by the Seller no later than twenty-four (24) hours after the Seller received the initial Order.

In the event of modification of the Order by the Professional Client, the Seller will be released from the agreed deadlines for the execution of the initial Order.

2.4 ORDER REFUSAL

Where a Professional Client places an Order with the Seller without having paid for previous order(s), the Seller may refuse to honor the Order and deliver the relevant goods, without the Professional Client being entitled to any compensation, for whatever reason.

The Seller will inform the Professional Client of its refusal.

2.5 ORDER CANCELLATION

In the event of unavailability of the ordered Product, the Professional Client will be informed as soon as possible and will have the option to cancel their Order or wait for the production of new stock and thus benefit from a credit note. They must indicate their decision to cancel their Order within ten (10) working days of the notification regarding the unavailability of their initial Order.

The contract will be considered canceled upon receipt by the Professional Client of the Order cancellation confirmation sent by the Seller.

3. PRICING AND PAYMENT TERMS

3.1 PRICING

Validating your Order implies the Professional Client's obligation to pay the indicated price in full. The prices of our Products are indicated in euros including all taxes (VAT + other taxes...) excluding participation in processing, delivery, and reshipping fees (in case of error in the delivery address).

The price indicated at the time of signing the Order Form and these Terms of Sale is the firm and final price for the Product.

The Seller reserves the right to modify its prices at any time but undertakes to apply the rates in force indicated on the day of the Order, subject to availability on that date.

If one or more taxes or contributions, particularly environmental ones, were to be created or modified, whether increased or decreased, this change could be reflected in the selling price of the Product, without the Professional Client being able to oppose or contest it or request a refund from the Seller.

3.2 PAYMENT METHODS

Payment for the Order is made, on the one hand, by bank card for the purchase of the Product and, on the other hand, by SEPA transfer for the payment of the application usage licenses necessary for the use of the I-PERSKIN.

3.3 PAYMENT TERMS

Payment is made in full on the day of the Order.

3.4 VOLUME DISCOUNTS

The price of the I-PERSKIN is discounted according to the number of items ordered.

3.5 DEFAULT OF PAYMENT

The Seller reserves the right to suspend any Order and any delivery in the event of non-payment or failure to make full and final payment.

The Seller reserves the right, in particular, to refuse to make a delivery or to honor an Order from a Professional Client who has not fully paid for an Order or with whom a payment dispute is ongoing.

If applicable, the Seller may request the termination of the Sale in the event that, after a formal notice to pay, the Professional Client did not fulfill their obligation (see §10. Termination).

3.6 LATE PAYMENT INTEREST AND RECOVERY COSTS

Any late payment will result in the application of late payment penalties at a rate equal to three times the legal interest rate in force in France on the date of the establishment of these Terms of Sale and a minimum flat-rate indemnity of 40 (forty) euros for recovery costs, due as of right by the Professional Client, without a reminder being necessary.

The Seller may claim additional compensation from the Buyer if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.

4. DELIVERY

4.1 DELIVERY METHOD

The Professional Client chooses one of the delivery methods proposed during the Order, including Colissimo or Chronopost.

4.2 TRANSPORT

It is the Professional Client's responsibility, in the event of missing goods, to make all necessary reservations with the carrier at the time of receiving the delivery.

4.3 DELIVERY TIMEFRAMES

Orders are subject to a delivery lead time of five (5) weeks, i.e., thirty-five (35) working days, from the date of payment.

This delivery time is given for informational and indicative purposes only, as it depends in particular on the stock status on the day the Order is processed, the availability of carriers and the management of delivery requests, the order of arrival of Orders, or the availability of the Product.

In the event of force majeure, or circumstances beyond the Seller's control, such as strikes, frost, fire, storms, flooding, epidemics, or supply difficulties (this list being non-exhaustive), the Seller shall not be held liable for failure to meet the originally planned delivery timescales.

4.4 DELIVERY DELAYS

Failure to meet the delivery date or a delay in delivery are not grounds for cancellation of Orders. Where applicable, the Seller informs the Professional Client by email that delivery will be delayed.

Delivery delays shall not give rise to any penalty or compensation.

4.5 RECEIPT OF THE PRODUCT

4.5.1 DEFECTIVE OR NON-CONFORMING PRODUCT

Any complaint that would be related to apparent or missing defects concerning the Product will only be accepted by the Seller if it is made in writing, by registered letter with acknowledgment of receipt or by email to the following email address: sav[at]i-percut.com. This complaint must be made within a period of twenty (20) working days.

Where the complaint relates to a delivery error due to non-conformity of the Product in nature or quality compared to the Order Form specifications, it must be made on the day of delivery or at the latest on the first working day following delivery.

Any complaint made beyond this deadline or not submitted in accordance with the rules defined above cannot be taken into account and will be rejected. The Seller shall be released from all liability towards the Professional Client.

It is the Buyer's responsibility to provide all justifications regarding the reality of the defects or missing items found, i.e., in the case where the product would have a defect specific to it or when there is a lack of conformity between the Product in nature and the indications of the Purchase Order. They will provide the Seller with photographs attesting to the presence of a defect on the Product.

No return of the Product may be made by the Professional Client without the Seller's prior express written agreement, obtained in particular by email. The Product must then be returned to the Seller in its entirety and in its original packaging, only by Colissimo, within seven (7) working days following delivery to the postal address indicated in Article 1 of these General Conditions.

Return costs shall be borne by the Seller only where an apparent defect or missing items are effectively established, without the Professional Client being entitled to any damages, for whatever reason.

Any other reshipment will be made at the expense of the Professional Client. Products returned incomplete, damaged, or deteriorated will not be refunded. Any complaint made outside the twenty (20) working day period will not be accepted. It is expressly agreed by the Professional Client's acceptance of these General Conditions that after the expiration of this period, the Professional Client will no longer be able to invoke an apparent or hidden defect of the Product, nor oppose it as a counterclaim to defend themselves in the event of a debt recovery action initiated by the Seller. In the absence of compliance with these conditions, the Seller's liability towards the Professional Client, due to a hidden defect, cannot be invoked.

Unreserved receipt of the ordered Product by the Professional Client covers all apparent defects and/or missing items. Reservations must be made with the carrier upon receipt of the Product delivery by the Professional Client.

A complaint made by the Professional Client under the conditions and procedures described in this article does not suspend payment for the goods concerned.

Upon receipt of the complaint, the Seller will acknowledge receipt of the Professional Client's complaint and respond by email as soon as possible.

The Seller cannot in any case be held liable for ongoing events, i.e., during transport, of destruction, damage, loss, or theft, even if they have chosen the carrier.

In the event of a delivery error due to an incorrect or incomplete address provided by the Professional Client, any package returned to the Seller will be resent at the Professional Client's expense.

Return costs for a damaged Product under the conditions of this article are borne by the Seller.

Products returned incomplete or damaged after the complaint was submitted will not be refunded.

The Seller has a maximum period of fifteen (15) working days to confirm the replacement of the damaged Product, or its refund, at the Seller's choice.

4.5.2 DAMAGED PRODUCT

The Product is damaged when, upon receipt of the Order, the original packaging is damaged, torn, open, and/or the Products have been damaged. In such a case, the Professional Client must imperatively:

Any damaged Product to be exchanged or refunded must be returned to the Seller in its entirety and in its original packaging, only by Colissimo, within seven (7) working days following delivery, to the postal address indicated in Article 1 of these General Conditions. Any complaint made outside this period will not be accepted.

In the event of damage due to delivery and before any return of the Product to the Seller under the conditions indicated above, the Professional Client will take care to make a complaint to the carriers for the purpose of reporting on the condition of the package received and the possibility of a refund from them.

Return costs for a damaged Product under the conditions of this article are borne by the Seller.

Products returned incomplete or damaged after the complaint was submitted will not be refunded.

The Seller will have a maximum period of fifteen (15) working days to confirm the replacement of the damaged Product, or its refund, at the Seller's choice.

4.6 TRANSFER OF OWNERSHIP AND RISK

Ownership of the goods sold is transferred to the buyer as soon as the parties agree on the goods and the price. Accordingly, the transfer of ownership of the products and the related risks of loss and deterioration is effected, at the Buyer's expense, upon the Seller's acceptance of the Order Form.

4.7 SUSPENSION OF DELIVERY

In the event of non-payment in full of an invoice that has become due, and if the delivery has not yet been made or not made completely, the Seller reserves the right to suspend any ongoing and/or future delivery.

5. RETENTION OF TITLE

Transfer of ownership of the Product is suspended until full payment of the price by the Professional Client, in principal and accessories, even if payment terms are granted.

By express agreement, the Seller may exercise the rights it holds under this retention of title clause for any of its claims, over all of its products in the Professional Client's possession, which are conventionally presumed to be those unpaid, and the Seller may reclaim or assert them in compensation for all unpaid invoices, without prejudice to its right to terminate current sales.

Similarly, the Seller may unilaterally, after sending formal notice, draw up or have drawn up an inventory of its products in the Professional Client's possession. The Professional Client hereby commits to allowing free access to its premises for this purpose, ensuring that identification of the products remains possible at all times.

In the event of judicial reorganization or liquidation proceedings being opened, current Orders will be automatically canceled, and the Seller reserves the right to reclaim goods delivered but not yet fully paid for.

This clause does not prevent the risks relating to the goods from being transferred to the Buyer upon delivery.

From the time of delivery, the Buyer is constituted as custodian and keeper of the said goods. In the event of non-payment, and unless the Seller prefers to demand full and complete performance of the sale, the Seller reserves the right to terminate the sale after formal notice and to reclaim the delivered goods, with return costs remaining at the Buyer's expense and payments already made being retained by the Seller as a penalty clause.

Resale of the Product by the Professional Client is strictly prohibited.

6. PRODUCT USE AND INFORMATION

6.1 PRODUCT INSTALLATION AND USE

The Products governed by these Terms of Sale are those listed on the Seller's Website with their sale price displayed. The Product is offered subject to availability of stock.

The Product is described and presented with the greatest possible accuracy. However, if errors or omissions have occurred in this presentation, the Seller's liability cannot be engaged.

The User must maintain and use the Product in accordance with the instructions and advice provided, which have been communicated to them no later than the delivery of the Product in the documents "User Guide" and "Usage Rules, Maintenance Instructions, and Warranty" provided by I-PERCUT.

6.2 USE OF THE CONNECTED APPLICATION

The connected Application can be downloaded on Android and iPhone. It is linked to the I-PERSKIN and operates simultaneously.

Before any use, the User must register on the application and indicate a username, their weight, gender, whether they are left-handed or right-handed, an email address, and a password. Thanks to this registration, the User can create their personal account and track their progress simultaneously with the use of the I-PERSKIN.

The Product's sensors measure four metrics (power, speed, volume, and reactivity) which are reported on the Application so that the User is informed in real time.

The Application can be used in free mode or in guided mode by Users.

If the Professional Client has subscribed to an offer without a license, each User subscribes to their own license for the Application. The User will have sole access to their own performance.

If the Professional Client has subscribed to an offer with licenses, the Application can also be used by sports coaches, Professional Users, for the purpose of guiding their students, evaluating their performance, and ensuring sports monitoring.

6.3 MASTER LICENSE

The purchase of the Product by the Professional Client automatically grants a specific license for the use of the Application attached to the connected Product. Thanks to this Master License, the Professional Client will be a professional User of the Application and will have different access than that of the License granted to Individual Users of the Application. The Professional User will have the possibility to access the back office of the Application and interact with the Individual Users who are part of their own clientele.

The Master License is provided as an appendix to these Terms of Sale and accepted by the Professional Client on the same basis.

6.4 INDIVIDUAL USER LICENSE

The User Licenses are communicated directly by the Seller to Individual Users through the Application. The Professional Client will only need to inform their own clientele, Individual Users, of the need to download the mobile application necessary for the use of the Product and the possible conditions for granting, selling, or subscribing.

7. SELLER'S OBLIGATIONS

7.1 WARRANTY AGAINST HIDDEN AND APPARENT DEFECTS

The Seller is bound by a warranty against hidden and apparent defects of the Product. The Professional Client is protected in the case where the Product would be affected by a defect in the realization of the Product, existing on the date of receipt of the delivery and making the Product unsuitable for normal and foreseeable use.

The Seller warrants its products against hidden defects, in accordance with law, custom, and case law, under the following conditions:

Under these conditions, the Seller will replace or repair, at its discretion, the Products or parts concerned.

The Seller does not cover damage and wear resulting from special, abnormal, or standard adaptation or assembly of its Product, unless carried out under its supervision. The warranty is limited to the replacement or repair of defective parts. The Product is warranted for twelve (12) months from delivery.

The Seller's warranty ceases automatically at the end of the period mentioned above. The warranty also ceases automatically if the Professional Client does not notify the Seller of the alleged defect within twenty (20) working days of its discovery.

7.2 PRODUCT DELIVERY

From the validation of the Order by the Seller, the latter undertakes to deliver the Product to the Professional Client in accordance with the provisions of Article 1615 of the Civil Code.

8. BUYER'S OBLIGATIONS

8.1 PAYMENT OBLIGATION

The Buyer's main obligation is to pay the price on the day and at the place set by these Terms of Sale, after confirmation of the Order by the Seller.

Payment for the Order will be made by the Professional Client according to the provisions contained in Article 3 of these Terms of Sale.

8.2 INTELLECTUAL PROPERTY OBLIGATIONS

The Professional Client undertakes not to reproduce the logos, brand, content of the Website or applications, or any other distinctive sign that the Seller uses in the course of its business, except with the express authorization of the Seller and for commercial promotion due to the commercial relationship between Seller and Buyer.

The Professional Client undertakes not to copy the industrial know-how relating to the Product or the applications necessary for its use and ensures to respect all of the Seller's intellectual property rights.

The Professional Client may not disclose any information they may gather in the course of their relationship with the Seller.

8.3 PERSONAL DATA PROTECTION OBLIGATIONS

The Professional Client, as data controller, is bound by compliance with personal data protection regulations, and in particular the General Data Protection Regulation (GDPR).

In this capacity, they guarantee the Seller to make normal use of the Application and respectful of the privacy of Users. They must, in particular, take all measures to ensure the information obligations that rest on them and allow Users to exercise their rights (of access, rectification, portability, erasure, objection, and limitation of processing in particular).

9. FORCE MAJEURE

Force majeure or fortuitous events are external events beyond the control of the parties, which they could not reasonably have foreseen and cannot reasonably avoid or overcome, insofar as their occurrence makes the performance of obligations totally impossible.

The following are notably treated as force majeure or fortuitous events releasing the Seller from its obligation to deliver within the originally planned timescales: strikes by all or part of the Seller's staff or its usual carriers, fire, flooding, war, production stoppages due to accidental breakdowns, inability to be supplied with raw materials, epidemics, road blockages, strikes or supply disruptions from utilities, or supply disruptions for a cause not attributable to the Seller, as well as any other cause of supply disruption not attributable to the Seller.

In such circumstances, the Seller will notify the Professional Client in writing or by email as soon as possible, the contract binding the Seller and the Professional Client being automatically suspended without compensation from the date of occurrence of the event.

If the event were to last more than 60 (sixty) working days from the date of its occurrence, the sales contract concluded by the Seller and its Professional Client may be terminated by the most diligent party, without either party being able to oppose it or claim damages.

This termination will take effect on the date of first presentation of the recorded delivery letter with acknowledgment of receipt terminating the said sales contract.

10. TERMINATION OF THE SALE

10.1 TERMINATION BY THE SELLER

In the event of default in payment or non-payment of an invoice due by the Professional Client, the Seller may notify the termination of the Sale after sending a formal notice with acknowledgment of receipt that remains unsuccessful for 10 (ten) days. At the end of this period, the Seller will confirm the termination of the contract by reiterating a formal notice with acknowledgment of receipt.

Termination will result in the Professional Client returning the Product as soon as possible and at their own expense.

10.2 TERMINATION BY EITHER PARTY

Apart from the above scenario reserved for the Seller, the termination of the Sale can be requested by either party in the event that the other party does not comply with one or more of its obligations under these Terms of Sale.

The termination will be notified after sending a formal notice with acknowledgment of receipt that remains unsuccessful for 15 (fifteen) days. At the end of this period, the party requesting the termination will confirm it by reiterating a formal notice with acknowledgment of receipt to the defaulting party.

11. INTELLECTUAL PROPERTY

11.1 WEBSITE CONTENT AND SELLER'S TRADEMARKS

The content of the Website is the property of the Seller, who is the sole holder of intellectual property rights over this content.

The Professional Client undertakes not to make any use of this content and any element relating to the Seller's intellectual property; any total or partial reproduction of the aforementioned elements is strictly prohibited and may constitute an act of counterfeiting.

All texts, photographs, comments, works, illustrations, and images reproduced on the Website are protected under intellectual property law.

The Seller declares to be the sole holder of the I-PERCUT trademark and to be the sole holder of the intellectual or industrial property rights relating to the trademarks, logos, and any distinctive sign it uses in the course of its business.

Without the Seller's authorization, any use and partial or total reproduction, on any medium, of these elements is strictly prohibited and constitutes infringement as sanctioned by Articles L 335-2 et seq. of the French Intellectual Property Code.

11.2 INTELLECTUAL PROPERTY IN THE PRODUCT

The Products offered on the Seller's Website and sold within the framework of the commercial relationship between the Seller and the Professional Client are protected by intellectual property law and in particular by copyright and patent law, of which the Seller alone is the holder.

The Professional Client thus undertakes not to make any use of the Product that could infringe the Seller's intellectual property rights and in particular prohibits any copying, reproduction, or distribution of the Product that infringes the intellectual property rights of which I-PERCUT is the holder.

12. PERSONAL DATA

12.1 GENERAL INFORMATION

The Data provided by the Professional Client is processed by the Seller, who acts as the data controller. They are collected and processed in strict compliance with the regulations relating to the protection of personal data and in particular the General Data Protection Regulation (GDPR).

The Data is processed in order to ensure the processing of the Order within the framework of the execution of the sales contract between the Seller and the Professional Client, and for newsletters, commercial proposals, or promotional or event offers within the framework of the Seller's legitimate interest in retaining its professional clientele.

The Professional Client's Data is retained by the Seller for the duration necessary for the contractual relationship plus 3 (three) years after the end of the contract. After these 3 (three) years, the Seller may retain the Data for an additional 3 (three) years in archives for evidentiary purposes.

Data relating to invoices and accounting records is retained for a period of 10 years from the end of the contract, in accordance with the Seller's tax and accounting obligations.

In accordance with the GDPR, individuals whose Data is processed by the Seller have the right of access, rectification, erasure, and portability of data, as well as the right to object and limit processing. They also have the right to decide the fate of their Data after their death and to bring their complaint before the CNIL if the Seller does not respond satisfactorily. These rights are exercised by sending their request to the following address: privacy[at]i-percut.com.

As the data controller, the Seller undertakes to comply with the provisions of Article 13 of the GDPR relating to the processing of Data and the obligation of information that rests on it.

12.2 USER DATA

The Application necessary for the use of the Product collects the Data of all Users, Professional and Individual.

The Professional Client who accesses the Data of Users through the Application is therefore considered as a Data Controller under the regulations relating to the protection of personal data, in particular the GDPR. They are therefore subject to the same data protection obligations as those of the Seller (see §12.1) but with regard to Users.

The Professional Client undertakes to comply with all regulations relating to the protection of Personal Data, in particular with regard to Users and within the framework of their use and provision of the Application to their clientele.

When the Professional Client chooses to purchase the Product without Application Usage Licenses, the Seller and the Professional Client are joint data controllers under Article 26 of the GDPR. As such, they must sign a joint responsibility agreement defining the obligations of each with regard to the GDPR. The Professional Client guarantees the Seller that they carry out lawful processing and that they collect accurate and up-to-date Data concerning their own clientele. They also undertake to provide Users with all information relating to the methods of processing their Data, and in particular those required by Article 13 of the GDPR.

When the Professional Client subscribes to User License packs in addition to the purchase of Products, they are the sole data controller and the Seller is the processor. Indeed, the latter processes the Users' data on behalf of and under the instructions of the Professional Client. In this last case, the Seller and the Professional Client must sign a processing agreement in accordance with Article 28 of the GDPR, which will specify the purpose and duration of the processing.

13. DISPUTE RESOLUTION

13.1 WAIVER

The Seller's failure to invoke any provision of these Terms of Sale at any given time shall not constitute a waiver of its right to invoke those same provisions at a later date.

13.2 SEVERABILITY

If any provision of these Terms of Sale is held invalid or declared so under any law, regulation, or final decision of a competent court, the remaining provisions shall retain their full force and effect, and a party's failure to invoke the other party's breach of any obligation under these Terms of Sale shall not be interpreted as a future waiver of that obligation.

13.3 MEDIATION

Any disputes that may arise regarding the validity, interpretation, execution, or non-execution, interruption, or termination of these Terms of Sale shall first, before any legal action, be submitted to mediation conducted by a mediator chosen by mutual agreement by the Parties.

The Parties undertake to each pay half of the mediation costs and to provide all necessary cooperation in the search for an amicable solution.

They also undertake to keep strictly confidential all exchanges of words, letters, or documents that will take place during the mediation procedure.

13.4 JURISDICTION

Any dispute concerning the application, interpretation, or performance of these Terms of Sale shall be brought before the Commercial Court of Castres, regardless of the place of Order, delivery, payment, method of payment, and even in cases of warranty claims or multiple defendants.

13.5 APPLICABLE LAW

Any matter relating to these Terms of Sale and to the sales governed by them that is not covered by these contractual provisions shall be governed by French law, to the exclusion of any other legal system.