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General Terms of Sale (France)

These general terms govern the sale of prefabricated accommodation units by Lodgeyard, a brand of REXOR GROUP LLC, to professional buyers for delivery in France. Version 2.1 of 3 November 2026. This English text is a translation of the French original, which alone is authoritative (Article 29).

Seller: Lodgeyard, a brand of REXOR GROUP LLC, a limited liability company organised under the laws of the State of New Mexico (United States of America), whose head office is at 8206 Louisiana Blvd NE, Ste A #9493, Albuquerque, NM 87113, United States of America. Email: contact@lodgeyard.com. Website: lodgeyard.com.

Offers reserved for professionals. The Seller's offers in France are addressed exclusively to persons acting for the purposes of their trade, business, craft or profession (Article 3).

Article 1. Definitions

1.1 In these Terms, the following capitalised words and expressions have the meaning given to them below, whether used in the singular or in the plural.

Article 2. Interpretation

2.1 The headings of the articles and the table of contents are included for convenience only and shall not affect the interpretation of these Terms.

2.2 The words "including", "in particular" and "such as" introduce examples and are not limitative.

2.3 A reference to a code, statute, regulation or convention is a reference to that text as in force on the date on which the Contract is concluded. A reference to an Article, without further indication, is a reference to an article of these Terms.

2.4 Unless otherwise stated, periods expressed in days are calendar days. A period does not include the day of the act or event that causes it to run. A period that would expire on a day that is not a Business Day is extended to the next Business Day.

2.5 No provision of these Terms shall be interpreted as excluding or limiting a right, remedy or liability that the applicable law does not allow to be excluded or limited. Any provision that would have such an effect applies only to the extent permitted by that law.

2.6 Where a French legal term is given in parentheses after an English expression, that French term determines the meaning of the English expression.

Article 3. Scope, enforceability and professional buyers

3.1 Scope

These Terms govern every sale of Units by the Seller to a Buyer for delivery in France. They apply to the exclusion of any other document, subject to the specific provisions of the Quote (Article 7).

3.2 Communication of the Terms

These Terms are communicated to the Buyer with each Quote, to which they are annexed, and are available at all times on the Website, in French at /juridique/conditions-generales-de-vente and in English at /fr/en/legal/terms-of-sale. In accordance with article L441-1 of the French Commercial Code, they constitute the sole basis of the commercial negotiation between the parties.

3.3 Offers reserved for professionals

The Seller's offers in France are reserved for persons acting for the purposes of their trade, business, craft or profession. The Seller does not contract with consumers or with non-professionals within the meaning of the preliminary article of the French Consumer Code. Before accepting an order, the Seller may ask the Buyer to provide evidence of its professional status, such as its SIREN or SIRET number, its intra-Community VAT number or an extract from a trade or companies register.

3.4 Consumers and non-professionals

Should a Contract nevertheless be concluded with a consumer or a non-professional, the provisions of the French Consumer Code that protect consumers or non-professionals would apply to that Contract in full, including, where applicable, those relating to pre-contractual information, the right of withdrawal (articles L221-18 et seq.), the legal guarantee of conformity and consumer mediation. Any provision of these Terms that is incompatible with those provisions would not apply to that person.

3.5 Small businesses and off-premises contracts

Where a Contract is concluded off-premises, within the meaning of article L221-1 of the French Consumer Code, with a Buyer employing five employees or fewer, and the subject matter of the Contract does not fall within the scope of the Buyer's principal activity, the provisions to which article L221-3 of that Code refers, including those relating to the right of withdrawal, apply under the conditions laid down by that article.

3.6 Exclusion of the Buyer's terms

The Buyer's general terms of purchase do not apply unless the Seller has accepted them in writing. Any derogation from these Terms is valid only if it is stated in the Quote or agreed in writing by the Seller.

3.7 Applicable version

The applicable version of these Terms is the version annexed to the Quote accepted by the Buyer. The present version 2.1 applies to Quotes issued on or after 3 November 2026 and replaces, for those Quotes, version 2.0 of 25 October 2026, all the commitments of which it maintains. Quotes issued before that date remain governed by the version annexed to them.

3.8 Declaration of the Buyer

By accepting the Quote, the Buyer declares that it is acting for the purposes of its trade, business, craft or profession, and that the person signing the Quote has the authority to bind it.

Article 4. Nature of the sale

4.1 These Terms govern any sale by the Seller of prefabricated accommodation units to a buyer acting for the purposes of its professional activity. The Units are sold as movable goods, finished in the factory, capable of being dismantled and transported.

4.2 The Seller carries out no work on the Land of the Buyer: neither foundations, nor supports, nor anchoring, nor assembly, nor deployment, nor connection, nor commissioning. These works are carried out by undertakings chosen by the Buyer and with which the Buyer contracts directly, in particular the independent Partner Installer proposed in the Quote (Article 5).

4.3 The Seller performs no task of design, direction or coordination of these works.

4.4 This Article describes the obligations undertaken by the Seller. It does not purport to exclude any liability which mandatory rules of law would attach to the facts.

Article 5. Turnkey offer and Partner Installer

5.1 The Quote states a Turnkey Price, which adds together: (a) the Unit Price, for the Unit delivered to the Land, invoiced by the Seller; (b) the estimated Import Charges and import costs, paid by the Buyer in its capacity as importer; (c) the lump-sum price of the installation and connections, established by an independent Partner Installer insured for those works.

5.2 The Turnkey Price presents together three distinct items. Only item (a) is invoiced by the Seller and constitutes the price of the Contract. Item (b) is an estimate: the amounts actually payable are those determined on importation and are paid by the Buyer to the persons entitled to them. Item (c) is the price of the Partner Installer.

5.3 The Partner Installer carries out the Installation Works, invoices them directly to the Buyer and is solely liable for them, under the contract that it concludes with the Buyer.

5.4 The scope of the lump sum (unloading and placing, non-sealed supports, unfolding, connections to the service points of the pitch within the distance limits stated, inspection of the electrical installation, commissioning) and its conditions (access, ground, existing service points) are annexed to the Quote. Any discrepancy found on the Land is the subject of a supplementary quote from the Partner Installer before any work is carried out.

5.5 The Seller receives no sum in respect of these works and assumes neither their design, nor their direction, nor their coordination.

5.6 The Buyer remains free to entrust these works to another undertaking. That choice has no effect on the Contract, which relates to the Units only.

5.7 The Partner Installer is an independent undertaking. It is neither the agent, nor the representative, nor a subcontractor of the Seller, and the Seller is not a party to the contract between the Buyer and the Partner Installer.

Article 6. Manufacturer

6.1 The Seller is not the manufacturer of the Units. The Manufacturer is designated in the Quote. Its name appears on the identification plate of each Unit and in its documentation.

6.2 The Seller communicates to the Buyer without delay, upon simple request, the full name and address of the Manufacturer.

Article 7. Contractual Documents

7.1 The Contract consists of the following documents, in decreasing order of priority:

  1. the accepted Quote and its annexes (Technical Sheet, Plans, Payment Schedule);
  2. these Terms;
  3. the Manufacturer's Instructions.

7.2 In the event of contradiction between the Contractual Documents, the document of higher rank prevails.

7.3 The general terms of purchase of the Buyer do not apply unless the Seller has accepted them in writing (Article 3.6).

7.4 The illustrations on the Website and in brochures are not contractual; only the Technical Sheet and the Plans annexed to the Quote are. The same applies to drawings, three-dimensional models, photographs of reference models or of units of the Manufacturer, computer-generated images and the general information published on the Website or provided by the automated replies in its conversation window. This paragraph does not affect the duty of pre-contractual information laid down in article 1112-1 of the French Civil Code, which the parties may neither limit nor exclude.

7.5 The description of the scope and conditions of the Partner Installer's lump sum, annexed to the Quote (Article 5.4), is provided for the information of the Buyer and forms part of the contract between the Buyer and the Partner Installer. It creates no obligation of the Seller in respect of the Installation Works.

Article 8. Quote, order and Deposit

8.1 Quote

The Quote identifies in particular the Units and their equipment, the Manufacturer, the Unit Price, the Delivery Place, the Estimated Delivery Date and the Payment Schedule. It is valid for the period that it states.

8.2 Acceptance

The Buyer accepts the Quote by signing it, with the statement "I have read the attached general terms of sale and I accept them". The signature may be handwritten or electronic, under the conditions of article 1367 of the French Civil Code.

8.3 Firm order

The order becomes firm upon signature of the Quote and receipt of the Deposit provided for in the Payment Schedule.

8.4 Deposit, not earnest money

The sums paid on order constitute a deposit (acompte) to be credited against the price. They are not earnest money (arrhes) within the meaning of article 1590 of the French Civil Code: neither party may withdraw from the Contract by forfeiting them or by returning double their amount.

8.5 Approval of plans

Where the Quote provides for the approval of the Plans by the Buyer after the order, the Buyer gives or refuses that approval in writing within the period stated in the Quote, and the Estimated Delivery Date is determined, as stated in the Quote, by reference to that approval.

8.6 Modifications

Any modification of a firm order requested by the Buyer requires the written acceptance of the Seller. Where it is accepted, it is recorded in an amendment signed by both parties, which states its consequences for the Unit Price and the Estimated Delivery Date.

Article 9. Price

9.1 The Unit Price invoiced by the Seller is expressed in euros, exclusive of taxes, for delivery under the Incoterm® DAP (Incoterms® 2020) at the Delivery Place stated in the Quote. It is distinct from the Turnkey Price of Article 5.1.

9.2 The Unit Price includes neither customs duties, nor import value added tax, nor any work on the Land, which appear separately in the Turnkey Price (Article 5).

9.3 The Unit Price is set in the Quote for each Unit according to the model, the equipment and options selected, the number of Units, the Delivery Place and the conditions of carriage. Any price reduction granted, in particular by reason of the number of Units ordered, is stated in the Quote.

9.4 The prices published on the Website, including the turnkey prices displayed as "from" prices, are given for information on the basis of the assumptions stated there, in particular those relating to a standard pitch. They do not constitute an offer. Only the price stated in the accepted Quote binds the parties.

9.5 Unless otherwise stipulated in the Quote, no discount is granted for early payment.

9.6 The Unit Price stated in the accepted Quote is firm. It may be modified only by an amendment signed by both parties (Article 8.6).

Article 10. Payment terms and late payment

10.1 Payment Schedule

Unless otherwise stipulated in the Quote, the Unit Price is payable as follows:

  1. 40% on order, as the Deposit;
  2. the balance before Factory Departure, upon receipt of the Inspection Report.

10.2 Means of payment and protection against fraud

Payment is made exclusively by bank transfer to the bank account stated on the Seller's Pro Forma Invoice. The Buyer must never make a payment to bank details received by any other means. The Seller never communicates its bank details through the conversation window of the Website. The Buyer is invited to treat any message announcing a change of bank details as suspicious and to verify it with the Seller, using the contact details published in the legal notice of the Website, before making any payment. A payment made to any other bank details is made at the Buyer's own risk.

10.3 Pro forma invoices and invoices

The Seller issues a Pro Forma Invoice for each instalment of the Payment Schedule and a commercial invoice for the Units, which also states the information required for customs purposes (Article 14.3).

10.4 Date of payment

Each instalment is due on the date stated on the corresponding Pro Forma Invoice. A payment is deemed made on the date on which the funds are credited to the Seller's account.

10.5 Suspension

The Seller may suspend the manufacture or the shipment of the Units for as long as an instalment remains unpaid. The Estimated Delivery Date is then extended by the duration of the suspension.

10.6 Late payment

Any late payment automatically entails, without any reminder being necessary, from the day following the due date:

  1. late payment penalties at the rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points; the rate applicable during the first half of the year concerned is the rate in force on 1 January of that year, and the rate applicable during the second half is the rate in force on 1 July of that year;
  2. a fixed indemnity for recovery costs of 40 euros (French Commercial Code, articles L441-10 and D441-5), without prejudice to additional compensation, upon production of supporting documents, where the recovery costs incurred exceed that amount.

In accordance with article L441-10 of the French Commercial Code, the Seller may not claim these penalties and this indemnity where the opening of safeguard, reorganisation or liquidation proceedings prohibits payment of the debt on its due date.

10.7 Allocation of payments

Payments are allocated in accordance with article 1343-1 of the French Civil Code.

Article 11. Cancellation by the Buyer

11.1 If the Buyer cancels its order or refuses to take delivery, the Seller may, at its option, require performance of the Contract and payment of the price, or give notice of termination (résolution) of the Contract.

11.2 In the event of termination, the Buyer owes the Seller, as a fixed indemnity covering the costs incurred and not recoverable:

  1. 10% of the Unit Price exclusive of taxes, if the cancellation is notified before the Seller has placed its order with the Manufacturer;
  2. the costs incurred and not recoverable, duly justified, in particular the deposit paid to the Manufacturer, up to the amount of the Deposit, if the cancellation is notified after the order to the Manufacturer and before Factory Departure;
  3. 100% of the Unit Price exclusive of taxes, if the cancellation is notified after Factory Departure, less the net resale price that the Seller would obtain and the costs that it avoids.

11.3 This indemnity is set off against the sums already paid. Any surplus of the sums paid over the indemnity is refunded to the Buyer.

11.4 The Buyer may always prove that the loss suffered by the Seller is manifestly lower.

11.5 Upon written request, the Seller informs the Buyer of the date on which it placed its order with the Manufacturer.

Article 12. Performance of the order

12.1 Once the order is firm and, where the Quote so provides, the Plans have been approved, the Seller places its order with the Manufacturer for the manufacture of the Units in accordance with the Technical Sheet and the Plans.

12.2 Before Factory Departure, the Units are inspected at the premises of the Manufacturer by an independent inspection body, and the Seller sends the Inspection Report to the Buyer. Where the inspection reveals a lack of conformity to the Technical Sheet or the Plans, the Seller has it corrected before Factory Departure.

12.3 After payment of the balance in accordance with the Payment Schedule, the Seller organises the loading and the carriage of the Units to the Delivery Place (Article 13.1).

12.4 The Seller informs the Buyer of the Factory Departure and of the estimated date of arrival of the Units, so that the Buyer can carry out in good time the import formalities for which it is responsible (Article 14) and arrange for the unloading and installation of the Units.

12.5 The Buyer cooperates in good faith in the performance of the order, in particular by answering within a reasonable time the requests of the Seller concerning the Land, its access and the formalities for which the Buyer is responsible. Any delay resulting from a failure of the Buyer to cooperate extends the Estimated Delivery Date accordingly.

Article 13. Delivery and transfer of risk

13.1 Place and mode of delivery

Delivery takes place under the Incoterm® DAP (Incoterms® 2020) at the Delivery Place stated in the Quote: the Unit is delivered on the means of transport arrived at the agreed place, ready for unloading. Until Delivery, the carriage of the Units is organised by the Seller at its own cost and risk.

13.2 Operations after Delivery

Unloading, lifting, placing on the supports and all subsequent works are not part of the Contract and are not invoiced by the Seller. They are carried out at the Buyer's risk, by the Partner Installer under its lump sum (Article 5.4) or by the undertaking of the Buyer's choice (Article 5.6).

13.3 Transfer of risk

The risks pass to the Buyer upon Delivery, even if ownership has not yet been transferred to it.

13.4 Access to the Delivery Place

The Buyer guarantees that the Delivery Place is accessible to the truck and the crane (width, bearing capacity, slope, obstacles, power lines). The consequences of a failure of this guarantee, including the resulting additional costs of transport, waiting or storage, duly justified, are borne by the Buyer.

13.5 Estimated dates and change of Delivery Place

Delivery dates are estimates. Any change of the Delivery Place requested by the Buyer after the order requires an amendment (Article 8.6), which states its consequences for the Unit Price and the Estimated Delivery Date.

13.6 Late delivery indemnity

If Delivery occurs more than 30 days after the Estimated Delivery Date, for a cause attributable neither to the Buyer nor to a Force Majeure Event (Article 21), the Buyer is entitled to a fixed indemnity of 0.5% of the Unit Price exclusive of taxes of the Units delivered late, per full week of delay beyond those 30 days, capped at 5% of that price. This indemnity compensates the entire loss resulting from the delay. It is paid within thirty days of Delivery, upon written request of the Buyer.

13.7 Termination for non-delivery

If Delivery has not taken place 60 days after the Estimated Delivery Date and after a formal notice that has remained without effect for 15 days, the Buyer may terminate the order in writing and obtain the refund of the sums paid.

13.8 Delay in taking delivery

If the Buyer delays in taking delivery, the Seller takes such steps as are reasonable in the circumstances to preserve the Units and is entitled to the reimbursement of its reasonable expenses, in accordance with articles 85 to 88 of the CISG. Article 11 applies in the event of refusal to take delivery.

13.9 Delivery note

Delivery is evidenced by the delivery note signed at the Delivery Place by the Buyer or its representative. The Buyer ensures that a person authorised to sign the delivery note and to record reservations on it is present at the Delivery Place at the time of Delivery.

Article 14. Importation

14.1 The Buyer is the importer of the Units. It is the customs declarant, directly or through the customs representative that it appoints, and is liable for customs duties, import value added tax and any tax or contribution due on the importation or on the placing on the market of the Units in France.

14.2 If the Seller introduces a freight forwarder to the Buyer, that freight forwarder acts in the name and on behalf of the Buyer. It is not a subcontractor of the Seller.

14.3 The Seller provides the information necessary for the formalities: commercial invoice distinguishing the price of the Units, the freight up to entry into the European Union and the subsequent costs; packing list; origin; composition.

14.4 The Buyer provides the freight forwarder or its customs representative with the identifiers required for the customs formalities, including its EORI number and its intra-Community VAT number.

14.5 Where the release of the Units for free circulation is delayed or refused by reason of a failure of the Buyer to fulfil its obligations as importer, the resulting costs, including storage, demurrage and container detention charges, duly justified, are borne by the Buyer, and the resulting delay is attributable to the Buyer for the purposes of Article 13.6.

Article 15. Retention of title

15.1 The Seller retains ownership of the Units until full payment of the price, in principal and accessories.

15.2 Until then, the Buyer may neither resell the Units, nor grant them as security, nor fix them to the ground permanently; it insures them against all damage from Delivery.

15.3 Failing payment on the due date, the Seller may, after a formal notice that has remained without effect for eight days, take back the Units at the expense of the Buyer. The Units can be separated from their supports without damage (French Civil Code, article 2370).

15.4 In accordance with article 2371 of the French Civil Code, the value of the Units taken back is credited, by way of payment, against the balance of the secured debt. Where that value exceeds the amount of the secured debt still payable, the Seller owes the Buyer a sum equal to the difference.

15.5 This clause has been agreed in writing at the latest at the time of Delivery, by acceptance of the Quote to which these Terms are annexed. In the event of collective insolvency proceedings opened against the Buyer, the Seller may claim the Units under the conditions of articles L624-9 and L624-16 of the French Commercial Code.

15.6 The retention of title does not affect the transfer of risk on Delivery (Article 13.3).

15.7 Until full payment, the Buyer neither removes nor alters the identification plates of the Units. It informs the Seller without delay of any seizure or other claim by a third party concerning the Units, and informs that third party of the Seller's ownership.

Article 16. Siting and use of the Units

16.1 The Units are designed to be sited as light leisure dwellings (habitations légères de loisirs) within the meaning of article R111-37 of the French Town Planning Code, on non-sealed supports, in accordance with the Manufacturer's Instructions.

16.2 Light leisure dwellings may be sited only in the places and within the limits provided for by article R111-38 of the French Town Planning Code. The Buyer is responsible for verifying that its Land is one of those places and that the planned number of Units complies with those limits.

16.3 The Buyer is responsible for the town planning formalities and the maximum number of light leisure dwellings permitted on its Land, and for the safety requirements of its site. The design and construction of the supports, the connections by qualified professionals and the inspection of the electrical installation before it is energised fall to the Partner Installer under its lump sum (Article 5.4) or to the undertaking chosen by the Buyer (Article 5.6). The Seller does not design or carry them out.

16.4 Any permanent fixing, modification or implementation not in accordance with the Manufacturer's Instructions is carried out under the Buyer's sole responsibility.

Article 17. Documentation

17.1 The Seller provides the Buyer with the Technical Sheet and the Plans annexed to the Quote, the Manufacturer's Instructions, the Inspection Report, the Manufacturer's written warranties annexed to the Quote, the information referred to in Article 14.3 and any other document listed in the Quote.

17.2 The Manufacturer's Instructions and the description of the scope and conditions of the warranties are provided in French, in accordance with Law no. 94-665 of 4 August 1994 on the use of the French language. Versions in other languages may accompany them.

17.3 The Buyer passes the Manufacturer's Instructions on to the Partner Installer or to any other undertaking carrying out Installation Works, and ensures that they are complied with.

Article 18. Examination on delivery and notice of defects

18.1 The Buyer examines each Unit upon Delivery.

18.2 The Buyer records on the delivery note any reservation concerning missing items, transport damage and apparent defects, and confirms it in writing to the Seller and to the carrier within three Business Days.

18.3 Any other lack of conformity must be notified in writing to the Seller, specifying its nature, with photographs, within thirty days of its discovery and at the latest twenty-four months after Delivery.

18.4 Failing such notice, the Buyer may no longer rely on the lack of conformity.

18.5 The periods set out in this Article give effect to articles 38 and 39 of the CISG. In accordance with article 40 of the CISG, the Seller may not rely on them if the lack of conformity relates to facts of which it knew or could not have been unaware and which it did not disclose to the Buyer.

18.6 Upon request of the Seller, the Buyer allows the Seller, or any person designated by it, to examine the Unit concerned, and keeps the elements claimed to be defective available for that purpose.

Article 19. Warranties

19.1 Warranty of conformity

The Seller warrants that each Unit conforms to the Technical Sheet and the Plans annexed to the Quote.

19.2 Remedies

In the event of a defect notified in accordance with Article 18, the Seller, at its option and at its expense, has the Unit repaired, replaces the defective element or reduces the price proportionately.

19.3 Manufacturer's warranties

In addition, the Buyer benefits from the Manufacturer's written warranties, annexed to the Quote item by item, which the Seller implements together with the Buyer. Their duration and conditions are those stated in that annex. To implement them, the Buyer notifies the defect to the Seller in accordance with Article 18; the Seller passes the claim on to the Manufacturer, follows it up and keeps the Buyer informed of the Manufacturer's response.

19.4 Scope

The warranty of Article 19.1 does not cover a lack of conformity which did not exist at the time when the risk passed to the Buyer and which results from:

  1. Installation Works or any other operation carried out by the Buyer or by a third party in a manner not in accordance with the Manufacturer's Instructions;
  2. a permanent fixing, a modification or a repair not authorised by the Seller or the Manufacturer;
  3. use not in accordance with the intended use of the Unit, or maintenance not in accordance with the Manufacturer's Instructions;
  4. normal wear and tear;
  5. an external event occurring after Delivery.

19.5 Mandatory liability

Nothing in these Terms excludes or limits a liability which the applicable law makes mandatory, including, where the facts so warrant, the liability provided for in articles 1792 et seq. of the French Civil Code and the liability for defective products provided for in articles 1245 et seq. of that Code, subject to article 1245-14 thereof.

Article 20. Limitation of liability

20.1 The total liability of the Seller in respect of an order, for all causes combined, is limited to the Unit Price exclusive of taxes of the Units concerned.

20.2 The Seller is not liable for indirect damage, in particular loss of operation, of turnover, of bookings or of season.

20.3 These limitations apply neither in the event of gross negligence or wilful misconduct, nor to personal injury, nor where a mandatory rule prohibits them.

20.4 In addition, in accordance with article 74 of the CISG, damages may not exceed the loss which the party in breach foresaw or ought to have foreseen at the time of the conclusion of the Contract, as a possible consequence of the breach.

20.5 Each party takes such measures as are reasonable in the circumstances to mitigate the loss resulting from a breach by the other party, in accordance with article 77 of the CISG.

20.6 The Seller is not liable for the Installation Works, which are the responsibility of the undertaking that carries them out (Article 5.3), nor for the performance by the Buyer of its obligations as importer (Article 14).

Article 21. Force majeure

21.1 Neither party is liable for a delay or a failure to perform resulting from an event of force majeure within the meaning of article 1218 of the French Civil Code or from an impediment within the meaning of article 79 of the CISG.

21.2 The following, in particular, are considered as such, provided that they meet those conditions: closure of ports, interruption of maritime transport, customs or sanitary measures, epidemic, natural disaster.

21.3 The party affected notifies the other party in writing of the impediment and of its effects on its ability to perform within a reasonable time after it knew or ought to have known of it, in accordance with article 79(4) of the CISG.

21.4 The performance of the obligations affected is suspended for the duration of the impediment, and the Estimated Delivery Date is extended accordingly.

21.5 Where the failure is due to the failure of a third party engaged to perform the whole or a part of the Contract, in particular the Manufacturer or a carrier, the party concerned is exempt only under the conditions of article 79(2) of the CISG.

21.6 If the impediment lasts more than 90 days, each party may terminate the order; the sums paid are then refunded, less the costs incurred and not recoverable, duly justified.

Article 22. Termination for breach

22.1 In addition to the cases provided for in Articles 11, 13.7 and 21.6, each party may declare the Contract avoided in the event of a fundamental breach of contract by the other party within the meaning of article 25 of the CISG, under the conditions of articles 49 and 64 of the CISG.

22.2 A declaration of avoidance or termination is effective only if made by written notice to the other party.

22.3 Avoidance releases both parties from their obligations under the Contract, subject to any damages which may be due. It does not affect the provisions of the Contract concerning the settlement of disputes, nor any other provision governing the rights and obligations of the parties consequent upon avoidance. Each party restores to the other what it has received under the Contract, in accordance with article 81 of the CISG and subject to the indemnities provided for in these Terms.

Article 23. Intellectual property

23.1 The Quotes, Technical Sheets, Plans, documents, texts, images, the Lodgeyard name and logo, and more generally all the elements provided by the Seller remain the property of the Seller, of the Manufacturer or of their respective right holders. The sale of the Units entails no transfer of intellectual property rights.

23.2 The Buyer may use and reproduce the documentation of the Units for the purposes of their installation, use, maintenance, insurance and resale, and of the administrative formalities relating to them, and may communicate it for those purposes to the undertakings working on the Land, to its insurers and to the competent authorities. Any other reproduction or communication requires the prior written consent of the holder of the rights concerned.

Article 24. Confidentiality

24.1 Each party keeps confidential the financial conditions of the Contract and the non-public information received from the other party in connection with it, for the duration of the Contract and for three years after its end.

24.2 This obligation does not apply to information that is or becomes public without fault of the receiving party, nor to information that must be disclosed under a legal obligation or at the request of an authority or a court. Each party may also communicate such information, to the extent necessary, to its advisers, auditors, insurers and financiers, and to the undertakings involved in the performance of the Contract or of the Installation Works (Manufacturer, inspection body, carriers, freight forwarder, customs representative, Partner Installer), provided that they are bound by an equivalent obligation of confidentiality, and to the authorities competent for town planning formalities.

Article 25. Personal data

25.1 The personal data of the Buyer's contact persons are processed in accordance with the Seller's privacy policy, available on the Website at /fr/en/legal/privacy-policy.

25.2 For the purposes of the Contract, the Seller communicates the contact details of the Buyer and the address of its Land to the Partner Installer named in the Quote and, for customs clearance, the corporate name and the EORI and VAT numbers of the Buyer to the freight forwarder acting on its behalf. Those undertakings process such data for their own contract with the Buyer.

25.3 Each party informs the persons whose personal data it communicates to the other party of the processing described in this Article.

Article 26. Assignment, subcontracting and independence of the parties

26.1 Neither party may assign the Contract to a third party without the prior written consent of the other party, in accordance with article 1216 of the French Civil Code.

26.2 The Seller may call upon the Manufacturer, carriers, inspection bodies and other service providers to perform its obligations. It remains liable towards the Buyer for the performance of its own obligations under the Contract, within the limits of these Terms.

26.3 The Seller acts in its own name and for its own account as seller of the Units. It is neither the agent nor the commercial representative of the Manufacturer. Nothing in the Contract creates any partnership, joint venture, agency or relationship of subordination between the parties.

Article 27. Notices, communications and evidence

27.1 Notices provided for by the Contract are given in writing to the addresses stated in the Quote or, for the Seller, to contact@lodgeyard.com or to its head office. Each party notifies the other of any change of address.

27.2 A formal notice may be given by any written means that clearly states the obligation concerned and the period granted, including by registered letter with acknowledgment of receipt or by email.

27.3 Documents established and kept in electronic form, and emails exchanged between the addresses of the parties, have the same probative value as documents on paper, in accordance with articles 1366 and 1367 of the French Civil Code.

Article 28. General provisions

28.1 Entire agreement

The Contractual Documents express the entire agreement of the parties on their subject matter and supersede any prior proposal, correspondence or statement relating to it. This paragraph affects neither the liability of a party for fraud, nor the duty of pre-contractual information laid down in article 1112-1 of the French Civil Code.

28.2 Severability

If a provision of the Contract is held null, unenforceable or deemed unwritten, the other provisions remain in force, in accordance with article 1184 of the French Civil Code. The parties then negotiate in good faith a valid provision whose effect is as close as possible to that of the provision concerned.

28.3 No waiver

The fact that a party does not invoke a breach by the other party of any of its obligations does not constitute a waiver of the right to invoke it subsequently.

28.4 Amendments

The Contract may be amended only by a written amendment signed by both parties.

28.5 Survival

Articles 11, 15, 18, 19, 20, 23, 24, 29, 30 and 31 survive the end of the Contract for the time necessary for their purpose.

Article 29. Language

29.1 These Terms and the Contract are drafted in French. In the event of translation, the French version prevails.

29.2 The present English text is a translation provided for the convenience of the Buyer. The French version is available at /juridique/conditions-generales-de-vente. This rule also reflects Law no. 94-665 of 4 August 1994, which requires the use of French for the offer, the description of the goods, the description of the scope and conditions of the warranty, and the invoices relating to goods marketed in France.

Article 30. Governing law

30.1 The Contract is governed by French law, including the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980).

30.2 For questions that the CISG does not settle, French law applies.

Article 31. Disputes and jurisdiction

31.1 The parties endeavour in good faith to settle amicably any dispute arising out of the Contract. This attempt is not a precondition to bringing proceedings.

31.2 Any dispute relating to the formation, performance or termination of the Contract falls within the exclusive jurisdiction of the Tribunal des activités économiques de Paris, or of any court that may succeed it, even in the event of multiple defendants or of a third-party claim for indemnity.

31.3 Should that court lack subject-matter jurisdiction by reason of the status of the Buyer or of the nature of the dispute, the courts of Paris having subject-matter jurisdiction have exclusive jurisdiction.

31.4 This Article constitutes an agreement conferring jurisdiction within the meaning of article 25 of Regulation (EU) No 1215/2012 of 12 December 2012. It applies subject to Articles 3.4 and 3.5.

31.5 This Article does not prevent either party from applying to a competent court for provisional or protective measures, including in summary proceedings, where the applicable rules so permit, in particular article 35 of that Regulation.

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