Consolidated version of November 12, 2025

Table of Contents

I. General Provisions

II. Products and Ordering

III. Price and payment terms

IV. Delivery and Transfer of Risk

V. Retention of Title and Claims

VI. Responsibility and Storage

VII. Termination, Force Majeure and Data

VIII. Intellectual Property and Communication

IX. Samples, resale and subcontracting

X. Confidentiality, Evidence and Communications

XI. Contract organization and legal relationship

XII. Solvency, Compliance and Ethics

I. General Provisions

1. Scope

These General Terms and Conditions of Sale (hereinafter referred to as the "GTC") govern the contractual relationship between Daphnea, a company specializing in the sale of clothing and fashion accessories in B2B, whose registered office is located at 8-10 rue de la Haie Coq, 93300 Aubervilliers, registered with the Bobigny Trade and Companies Register under number 502095656, and any professional Client (hereinafter referred to as the "Client") making a purchase of Daphnea products, regardless of the channel, platform or ordering method used.

These Terms and Conditions apply to all sales and orders, whether made:

• in showroom (physical, private or by appointment),
• at trade shows or commercial events,
• via the website www.daphneaparis.com,
• on any mobile application or digital interface operated by Daphnea,
• on any marketplace or partner platform,
• via email, telephone, message, SMS, WhatsApp or any other electronic means of communication,
• as well as through any other distribution channel, digital or physical, current or future, made available by Daphnea.

Any order implies unreserved acceptance of these Terms and Conditions, which prevail over all other conditions, unless expressly agreed to in writing by Daphnea.

1.1. Primacy of these General Terms and Conditions

These General Terms and Conditions of Sale prevail over all other conditions, including the Customer's general terms and conditions of purchase, unless expressly agreed to in writing by Daphnea.

Any contrary condition issued by the Client shall be unenforceable against Daphnea, even if it was not expressly rejected at the time of the order.

II. Products and Orders

2. Commercial offer

The products offered for sale are those shown:

• on the website www.daphneaparis.com ,
• on partner platforms
• in showroom
• or at trade shows,

and this is subject to availability.

Daphnea reserves the right to modify its commercial offer at any time, including products, prices and terms of sale.

2.1 Limitation of Digital Liability

Display errors, bugs, slowdowns, technical malfunctions, synchronization problems, or limitations of digital platforms cannot be held against Daphnea and do not constitute grounds for a claim, cancellation, or compensation. [...] (content identical to your version — retained in its entirety)

 

3. Photographs, visuals and usage tolerances

Photographs, visuals, descriptions and all other communication materials are strictly indicative and not contractual.

In accordance with the tolerances used in the textile industry, slight variations in color, cut, size or finish cannot constitute a lack of conformity, nor justify a refusal or return of the goods.

3.1. Tolerances on textile measurements

In accordance with textile industry standards, a dimensional variation of ± 1 to 2 cm is permitted depending on the product type. These variations do not constitute a defect and cannot justify a claim, refusal of delivery, or return of goods.

 

 

4. Product consultation in the showroom

Customers are expressly invited to visit the showroom prior to placing any order, in order to directly appreciate the shapes, materials, finishes, shades and colors of the products.
Remote control tools are provided as a convenience service and cannot replace a physical assessment of the items.

 

5. Control Channels

To facilitate the purchasing process, Daphnea offers its customers several ordering channels, including:

• the website,
• the mobile application,
• partner platforms,
• as well as any other digital medium enabling the presentation or sending of the collections.

The purpose of these tools is to improve the shopping experience and streamline commercial transactions.

 

6. No liability in the event of remote ordering

In the event of an order placed remotely, for reasons of convenience or economy, without prior visit to the showroom, Daphnea cannot be held responsible for any possible discrepancy between the digital perception of the product and its physical reality, particularly with regard to the shade, texture, appearance or finish.

 

7. Orders

The Customer agrees to provide accurate, complete, and up-to-date information when placing any order. Any order placed (orally, in writing, by email, message, on a platform, or through any other sales channel) constitutes a firm and final acceptance , subject to confirmation by Daphnea.
Daphnea reserves the right to cancel any order from a customer with whom there is a prior dispute or legal disagreement. Daphnea may also refuse or cancel any order if it believes there is legitimate doubt as to the nature, intention, or veracity of the customer, particularly in cases of risk of fraud , uncertain identity , inconsistent information , or suspicion of misuse of its services.

7.1. Firm, final and irrevocable order

Any order confirmed by any means (oral, written, email, message, digital platform, time-stamped screenshot) is firm, final, and irrevocable , unless otherwise agreed in writing by Daphnea. No quantity reduction, cancellation, or modification will be accepted after confirmation, except with the express agreement of Daphnea .

7.2. Special Orders

For so-called "special" orders (in production, with or without modifications to measurements, materials, grips or production ratios), variations in quantities may occur:

• In the event of overproduction, the Client agrees to bear the cost and pay for the additional quantities.
• In the event of production being less than the initial order or cancellation by Daphnea for any reason (material shortage, manufacturing defect, logistical incident, etc.), the Client shall not be entitled to any compensation or reimbursement.

A deposit will be required on the order date, with the balance due before delivery. All orders (verbal, written, email, message, or via platform) are considered firm orders. Additional costs related to special orders will be charged to the customer.

7.3. Customized or made-to-measure products

Personalized products, products made to order or with specific features requested by the Customer cannot be cancelled, returned, or refunded.

7.4. Orders via partner platforms

For orders placed through a partner website, marketplace, or any other online sales platform, the Customer may not hold Daphnea liable in the event of a dispute. All complaints must be addressed directly to the relevant partner, who is the sole competent authority for handling the case.

7.5. Absolute no returns for unsold items

The Client alone assumes the commercial risks associated with the resale of the products (unsold items, stock turnover, etc.).

pricing policy, market fluctuations).
No returns, commercial buybacks, financial compensation or discounts related to unsold items will be required , for any reason whatsoever.

7.6. Prohibition of copying, reproducing or alternatively sourcing Daphnea products

The Client is strictly prohibited from:

• reproduce, copy, imitate or have manufactured by a third party any product, model, design, motif, detail, proportion or construction inspired by Daphnea products;
• use Daphnea products as a technical basis for soliciting other suppliers.

Any violation exposes the Client to:

• the immediate termination of business relations;
• damages equivalent to the harm suffered;
• the prohibition of future access to the collections.

7.7. Quantitative and qualitative industrial tolerances

For textile production, a tolerance is allowed:

• Quantity variation: ± 10% , unless otherwise stated in writing;
• natural variations in color, dye bath, material, density, cut, placement, seams or finishes.

These variations do not constitute a lack of conformity.

III. Price and payment terms

8. Price

Prices are expressed in euros excluding VAT and do not include delivery charges, which are specified during order confirmation. Daphnea may change its prices at any time; invoicing is based on the prices in effect at the time of order confirmation.

8.1. Quotes and estimates are non-binding.

Quotes, estimates, or price proposals issued by Daphnea are indicative only until confirmed in writing. Prices may change without notice before confirmation.

8.2. Recommended retail prices and margins

Recommended retail prices or suggested margins are provided for informational purposes only, to ensure commercial consistency and greater transparency for end customers. Daphnea encourages price consistency among its resellers, but this is not mandatory.

Reseller customers are invited to contact the sales team for any clarification regarding applicable rates.

8.3. Minimum order and minimum billing

Daphnea may impose a minimum order or billing amount depending on the products or sales periods. Any order below the minimum may be refused or subject to an additional charge.

8.4. Promotions, discounts and special offers

Promotions, discounts, partner codes, or special offers are applicable only under the conditions expressly stipulated by Daphnea. No discount not granted in writing may be claimed by the Customer.

8.5. Non-retroactivity of discounts

Discounts, rebates, promotions or price advantages are never retroactive and only apply to orders confirmed after their official communication by Daphnea.

8.6. Pricing errors and automatic corrections

In the event of a clear display error, whether typographical or systemic (inconsistent price, omission, partial display, or technical bug), Daphnea reserves the right to correct the price at any time, including after an order has been placed. The Customer may accept the corrected price or cancel the order, without any compensation being due from Daphnea.

8.7. Additional charges and non-standard services

Certain additional services, such as refurbishment, repackaging, specific labeling, special logistical requests, or any non-standard processing, may be subject to additional charges. These charges will be communicated and billed separately from the product price.

8.8. Market-related price variation

In the event of a significant change in the cost of raw materials, transportation, exchange rates, or production conditions between the order and its delivery, Daphnea may adjust its prices. The Customer may then accept the price revision or cancel the order without penalty.

IV. Delivery and Transfer of Risk

9. Delivery

This article outlines the delivery conditions applicable to all orders placed with Daphnea. It specifies the shipping methods, the responsibilities of the Customer and Daphnea, as well as the rules relating to the transport, tracking and receipt of goods.

9.1. General delivery conditions

Deliveries are made to the address provided by the Customer when placing the order. Delivery times communicated by Daphnea are provided for informational purposes only, unless expressly stated otherwise on the order form.

A delay in delivery shall not, under any circumstances, justify penalties, damages and interest, cancellation or refusal of the order.

Goods are shipped only after full payment of the order, unless otherwise agreed in writing by Daphnea.

9.2. Transfer of Risks and Liability for Transport

The transfer of risk occurs upon delivery of the goods to the carrier, even when the shipment is organized by Daphnea.

The Client is advised to take out, at their own expense, any insurance covering the risks related to transport (loss, theft, damage, etc.).

Even when Daphnea intervenes to organize the shipment, this intervention constitutes simple commercial assistance and cannot be considered an obligation of result.
The Customer remains solely responsible for the proper receipt of their goods once they have been handed over to the carrier.

9.3. Tracking and receiving goods

The Customer can obtain the tracking number for their shipment from their sales representative and must track the shipment directly with the carrier.

In the event of an incident during delivery, the Customer must imperatively make all necessary reservations on the transport note at the time of receipt, then open a claim file with the carrier.
Daphnea's teams can assist the Client in their procedures, without this assistance implying a transfer of responsibility.

9.4. Delays, incidents and force majeure

Delays, transport incidents, customs blockages, strikes or force majeure events do not in any way engage the responsibility of Daphnea.

Unless otherwise stipulated in writing between the parties, international deliveries are made according to the Incoterm EXW (Ex Works) .

9.5. Non-collection, refusal or impossibility attributable to the Client

In the event of non-collection, refusal or impossibility of delivery attributable to the Customer, all costs incurred (return, storage, repackaging, new shipment, handling) will be invoiced.
The order remains fully payable.

9.6. International Deliveries

For any delivery outside of France, customs duties, import taxes, insurance and formalities are the sole responsibility of the Customer.

Daphnea cannot be held responsible for delays, blockages or additional costs related to customs procedures.

The Client is solely responsible for complying with the customs, tax, health, and trade regulations of the destination country. It is their responsibility to verify the import authorization for the products and to complete all necessary procedures.

For international sales, Daphnea's responsibility ends upon delivery of the goods to the carrier, even when the shipment is arranged by Daphnea. The Customer then assumes all related risks, costs, formalities, and insurance.

9.7. Customer Taxes, Duties and Obligations for International Sales

For any order delivered outside of French territory, the Customer is solely responsible for the payment of all taxes, customs duties, import fees, contributions or fiscal obligations applicable in their country.
International sales are invoiced excluding taxes (HT), in accordance with the rules in force.

It is the Client's responsibility to inquire about local taxes and to file all required declarations with the relevant authorities. Daphnea cannot be held liable for non-payment, delay, or incorrect application of foreign taxes.
No refund will be given to the Client for expenses incurred in connection with these obligations.

V. Retention of Title and Claims

10. Retention of Title

The products remain the exclusive property of Daphnea until full payment of the price by the Client, including principal and any additional charges.

 

11. Claims – Returns

No returns, exchanges or refunds will be accepted, except with a written commercial agreement or a proven defect in accordance with Article 1641 of the Civil Code relating to hidden defects.

All claims must be submitted in writing to contact@daphneaparis.com within five (5) business days of receiving the products, specifying the order number, product reference, and attaching photographs or supporting documents. After this period, the delivery will be considered compliant and accepted without reservation.

No oral, telephone, or late claims will be considered. Returns are accepted only with prior agreement from Daphnea and only in their original, unused packaging. No credit or refund will be issued until the condition of the returned products has been verified.

11.1. Limited Warranty

Daphnea's warranty only covers proven defects that fall under the category of hidden defects.
No commercial, results or performance guarantees are given.
Any modification, transformation, manipulation or improper maintenance voids all warranties.
No claims may be made more than six (6) months after delivery.

11.2. Anti-abuse/bad faith clause

Any claim that is manifestly unfounded, abusive, exaggerated, or intended to circumvent these Terms and Conditions entitles Daphnea to immediately suspend any order and delivery. Daphnea may request additional supporting documentation before processing the claim. Any fraud or attempted fraud will result in the immediate termination of the business relationship and may give rise to claims for damages.

VI. Responsibility and Storage

12. Responsibility

Daphnea cannot be held responsible for any indirect or intangible damage (loss of operation, loss of profit, loss of image, etc.).

Daphnea's total liability shall not exceed 20% of the pre-tax amount of the order concerned , for all causes combined.

The Client assumes responsibility for transport from the moment the goods are handed over to the carrier.
In case of loss, theft, delay, damage or error, Daphnea can never be held responsible , even if it assists the Client in the procedure.

Any action against Daphnea must be initiated within a maximum period of six (6) months , otherwise it will be barred.

 

13. Storage and maintenance conditions

The Customer agrees to comply with normal storage and handling conditions for the products. Daphnea cannot be held liable for damage, alterations or deterioration due to improper storage or prolonged exposure to heat, humidity or light.

Any damage resulting from washing, drying, ironing, stain removal or storage not in accordance with the care instructions on the labels or documents provided excludes any claim or warranty.

VII. Termination, Force Majeure and Data

14. Termination

In the event of a breach by the Client of any of its obligations, which is not remedied within eight (8) days of the sending of a written notice, Daphnea may terminate the order automatically, without compensation, and retain the sums already paid as compensation.

 

15. Force majeure

The following are considered force majeure events, but this list is not exhaustive: total or partial strikes, transport disruptions, wars, riots, fires, natural disasters, pandemics, economic sanctions, embargoes, export restrictions or government decisions preventing or rendering illegal the execution of the order, administrative decisions, raw material shortages, supply disruptions, or any other event beyond Daphnea's control. Daphnea shall not be held liable in such cases.

 

16. Personal data and video surveillance

The data collected is used exclusively for order management, invoicing, logistics, and customer relations. In accordance with the General Data Protection Regulation (GDPR), the customer has the right to access, rectify, erase, and object to the processing of their personal data, which they can exercise by writing to: contact@daphneaparis.com . Video surveillance is installed in the showroom located at 8–10 rue de la Haie Coq, 93300 Aubervilliers, for the security of property and people. Recordings are kept for a maximum of 30 days and are accessible only to individuals authorized by Daphnea management. Any person concerned has the right to access recordings concerning them, upon written request to contact@daphneaparis.com .

16.1 Evidential use of video recordings

Any attempt to steal, substitute, damage, alter products or fraudulent behavior in the showroom may result in prosecution.

Video recordings constitute admissible evidence .

VIII. Intellectual Property and Communication

17. Intellectual Property and Communication

This section governs all intellectual property rights and rules for the use of creations, documents, visuals, and distinctive elements belonging to Daphnea. Any unauthorized use, reproduction, or distribution is strictly prohibited and may result in legal action and the immediate termination of the business relationship.

17.1. Intellectual property (site and creations)

All elements of the website www.daphneaparis.com (texts, images, graphic design, logos, etc.) are the exclusive property of Daphnea or its partners.

Sketches, drawings, models, logos, prototypes and creations produced by Daphnea remain its exclusive property, even when they have been developed at the request of the Client, unless otherwise agreed in writing.

Any reproduction, imitation, distribution or adaptation, in whole or in part, of Daphnea's creations, designs, visuals or logos, without prior written authorization, constitutes an act of infringement liable to civil and criminal prosecution.

Any sale, distribution, manufacture, or promotion of products that imitate, copy, or imply that they originate from Daphnea constitutes an act of counterfeiting. Daphnea reserves the right to take any civil or criminal action in this regard.

17.2. Ownership of tools and documents

All tools, models, sketches, technical specifications, prototypes, digital files, and documents created by Daphnea within the framework of the business relationship remain its exclusive property. They may not be copied, reproduced, transmitted, or used without Daphnea's prior written consent.

17.3. Communication and image (name, logo, visuals, products)

Any use of Daphnea's name, logo, visuals, or products for communication, advertising, or promotional purposes requires prior written authorization. Daphnea reserves the right to demand the immediate removal of any unauthorized content or content deemed inconsistent with its brand image.

17.4. Environmental clause / compliance of information

Any ecological, responsible or sustainable communication using Daphnea products must comply with applicable laws and be validated by Daphnea.

Any unvalidated claim (e.g., "eco", "organic", "recycled", etc.) is prohibited.

17.5. Limited Assignment of Intellectual Property Rights

Unless otherwise stipulated in writing, the creations, drawings, models, sketches, prototypes and files produced by Daphnea in connection with specific orders remain the intellectual property of Daphnea.

The Customer is granted only a limited and non-exclusive right of use for the marketing of the purchased products. Any reuse, reproduction or adaptation without prior written authorization is strictly prohibited.

17.6. Prohibition on using Daphnea documents to solicit other suppliers

The Client is strictly prohibited from using the visuals, photos, technical specifications, models, prototypes, patterns or any documentation provided by Daphnea for:

• to contact another manufacturer,
• to produce copies or derivatives,
• transmit this information to a competitor.

Any violation will result in immediate sanctions.

17.7. Unauthorized use of Daphnea visuals

Any use of photos, videos, visuals, models, technical specifications, or graphic elements belonging to Daphnea is strictly prohibited without prior written authorization. This prohibition applies in particular to: marketplaces, social networks, catalogs, advertising campaigns, sponsored campaigns, websites, and all promotional materials.

17.8. Obligation to immediately remove content

In the event of improper or unauthorized use of visuals or content related to Daphnea, the Client must remove them within twenty-four (24) hours of Daphnea's request. Failure to do so may result in Daphnea suspending all pending orders and claiming damages.

17.9. Prohibition of reverse engineering

The Customer is strictly prohibited from disassembling, unsewing, technically analyzing, or reproducing Daphnea products for the purposes of copying, reverse engineering, or industrial reproduction by a third party. Any violation will result in the immediate termination of the business relationship and may give rise to legal action and claims for damages.

 

IX. Samples, resale and subcontracting

18. Samples and prototypes

Samples and prototypes delivered to the Client remain the property of Daphnea. They may not be reproduced, sold, or transmitted to third parties without prior written authorization. If these items are not returned within thirty (30) days of Daphnea's written request, they will be invoiced at the current rate.

 

19. Resale conditions

The Customer agrees to resell Daphnea products exclusively through points of sale and channels consistent with the brand image. Any resale via unauthorized platforms (non-partner marketplaces, second-hand sites, parallel resale, etc.) is strictly prohibited without the prior written consent of Daphnea.

In the event of unauthorized resale through unauthorized channels (including marketplaces, second-hand sites, private sales, or parallel channels), Daphnea reserves the right to:

• immediately suspend all pending deliveries or orders;
• terminate the business relationship;
• to claim damages for harm to its brand image and commercial interests.

19.1. Anti-price war/resale at a loss clause

The Client agrees to respect the brand's pricing image and is prohibited from:

• resale at a loss;
• aggressive promotions that devalue the brand;
• any pricing strategy that damages Daphnea's image.

Daphnea may immediately suspend or terminate the business relationship in the event of a breach.

19.2. Prohibition of unauthorized dropshipping

The Customer may not resell Daphnea products via dropshipping (sale without stock and direct shipment to the end customer) without prior written authorization from Daphnea.

Any unauthorized dropshipping activity will result in the immediate termination of the business relationship and may lead to claims for damages.

 

20. Subcontracting

Daphnea is free to entrust the manufacturing, logistics or any other aspect of the execution of the order to partners or subcontractors of its choice, without this changing the Client's obligations.

X. Confidentiality, Evidence and Communications

21. Confidentiality

The Client agrees to treat as strictly confidential all commercial, technical, or financial information obtained from Daphnea. This information may not be disclosed to third parties without Daphnea's prior written authorization.

21.1. Legally enforceable electronic archiving

Daphnea can electronically archive all communications with the Client. This archiving constitutes fully admissible evidence.

21.2. Non-enforceability of the Client's commercial documents

Any commercial document transmitted by the Client (purchase orders, general terms and conditions, specifications, legal notices, logistics instructions) is deemed not to be binding on Daphnea unless expressly agreed in writing.

 

22. Legal value of electronic communications

Electronic exchanges between Daphnea and the Client, including emails, instant messages, online order confirmations, exchanges via WhatsApp, SMS, partner platforms, or any other digital means; have the value of proof and are considered as written documents within the meaning of Articles 1366 and 1367 of the Civil Code.

Any validation, confirmation, acceptance, or instruction transmitted electronically (email, message, platform, shared document, etc.) constitutes an electronic signature and is fully and definitively binding on the Client. Order confirmations, quotes, validations, and invoices exchanged electronically are considered valid evidence between the parties and may be used in court as proof of the contractual relationship.

22.1 Interpretation clause favorable to Daphnea

In case of ambiguity or uncertainty in the interpretation of a clause, the interpretation most favorable to Daphnea shall prevail .

22.2. Prohibition of unfair competition or parasitic practices

The Client is prohibited from:

• any practice aimed at creating confusion with Daphnea or unfairly profiting from her image;
• to present products acquired elsewhere as originating from Daphnea;
• to denigrate the brand or to damage its commercial image.

 

XI. Contract organization and legal relationship

23. Tolerance Clause

Daphnea's failure to invoke any of the clauses of these Terms and Conditions at any given time shall not be interpreted as a waiver of its right to invoke them subsequently.

 

24. Severability Clause

If any provision of these Terms and Conditions is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The parties agree to replace the invalid provision with a valid provision that reflects the intent of the agreement.

 

25. Non-solicitation clause

The Client shall refrain, directly or indirectly, from soliciting, poaching, recruiting, or employing any employee, collaborator, agent, representative, service provider, or partner of Daphnea who participated in the business relationship, for a period of twelve (12) months following the termination of said relationship. In the event of a breach of this clause, the Client shall be liable to pay Daphnea, as a penalty clause, a fixed indemnity equivalent to six (6) months of the gross salary of the employee in question, or the estimated amount of the damages suffered. This indemnity shall be payable without prejudice to any additional damages.

 

26. Independence of Parties Clause

The parties acknowledge that they are each acting as independent professionals, in their own name and on their own behalf. Nothing in these Terms and Conditions shall be construed as creating a relationship of subordination, mandate, franchise, partnership, or agency between Daphnea and the Client. The Client has no authority to bind Daphnea except with its express written consent. Each party remains solely responsible for its own legal, social, tax, and administrative obligations.

 

27. Update of the General Terms and Conditions

Daphnea reserves the right to modify these Terms and Conditions at any time. New versions apply to all orders placed after their publication on the website www.daphneaparis.com or on any partner platform. It is the Client's responsibility to regularly consult the Terms and Conditions to be aware of any changes.

 

28. Contract language

In case of discrepancies between different translations, only the French version shall prevail for all contractual documents, quotes, confirmations and communications.

 

29. Applicable Law – Disputes

These Terms and Conditions are governed by French law. In the event of a dispute, the parties will endeavor to reach an amicable solution. Failing that, the Commercial Court of Bobigny shall have exclusive jurisdiction, notwithstanding multiple defendants or third-party claims.

29.1. Mandatory mediation clause before legal action

Before taking any legal action, the parties agree to attempt an amicable resolution through mediation or another alternative dispute resolution method. If mediation is not initiated within thirty (30) days of written notification of the dispute, either party may bring the matter before the competent court.

 

 

30. Entirety of the agreement and contractual hierarchy

These General Terms and Conditions, together with any confirmed order and accepted quote, constitute the entire agreement between the parties and supersede all prior documents. In the event of any conflict between these General Terms and Conditions and any specific conditions agreed upon in writing, the latter shall prevail only with respect to the points concerned.

 

31. Survival of certain provisions

Clauses relating to intellectual property, confidentiality, liability and dispute resolution shall survive the termination of contractual relations, regardless of the cause.

XII. Solvency, Compliance and Ethics

32. Creditworthiness check and refusal to sell

Daphnea reserves the right to request information about the Client's creditworthiness at any time, and to suspend or refuse any order in the event of serious doubt about the Client's ability to pay. Such refusal shall not give rise to any compensation or damages.

 

33. Change in the Client's Situation

The Client undertakes to inform Daphnea without delay of any change in legal or financial circumstances (transfer of ownership, change in share capital, receivership, liquidation, cessation of business). Failure to provide such information will entitle Daphnea to terminate any pending order without notice or compensation.

 

34. Prohibition of unilateral offsetting

The Client may not under any circumstances unilaterally offset any alleged claim against sums owed to Daphnea. Any such offset must be subject to a prior written agreement.

 

35. Business Integrity and Compliance

The Client undertakes to act in strict compliance with applicable laws, in particular those relating to the fight against corruption, money laundering, terrorist financing and, more generally, business ethics.

The Client shall refrain from any fraudulent or concealed practices. Any violation or suspicion of non-compliance may result in the immediate termination of the business relationship, without notice or compensation.

Daphnea reserves the right to request supporting documents relating to the Client's compliance.

               35.1. Liability clause in case of document fraud

Providing any inaccurate, falsified, or manipulated documents (including false supporting documents, false evidence, falsified exchanges, or false statements) will result in the immediate termination of the business relationship. Daphnea may claim full reimbursement of all costs incurred, as well as damages.

 

36. Termination due to damage to image or ethical non-compliance

Daphnea reserves the right to immediately terminate any business relationship with a Client whose activities, communications, or practices harm its brand image, reputation, or ethical and commercial values. This termination may occur without prior notice or compensation if Daphnea deems the Client's behavior detrimental to the brand's image or reputation. Daphnea also reserves the right to prohibit any future use of its name, logo, products, or visuals in the Client's communications, in any form whatsoever.

DAPHNEA – 8–10 rue de la Haie Coq, 93300 Aubervilliers – RCS Bobigny B 502095656 – www.daphneaparis.com