General Terms and Conditions of Use of the NEOAFRICA Market Place

The NEOAFRICA Marketplace is a service offered by NEOAFRICA.
This site is the property of GESTACOMWEB, a limited liability company with a capital of 1000 Euros, whose contact details are:

Head office address: 28 rue des Frères Lumière 33560 CARBON BLANC.

Telephone: 7 50 58 58 05 28.

E-mail: isoboxs@gmail.com

Siret: 840 640 640 601 00018

Intracommunity VAT number: FR94840640640601

The Director of the publication of the site is Mr Ludovic SEGUIN, in his capacity as manager.

The service provider providing the hosting of the site and the storage of information is Planethoster (https://www.planethoster.com/fr/). The graphic design of the site was carried out by GESTACOMWEB (www.gestacomweb.fr).

The NEOAFRICA Marketplace here called NEOAFRICA MARKETPLACE allows major buyers, after registration, to contact, through it, sellers, individuals or professionals, also registered on the Site, in order to purchase new products offered at a fixed price.

To use the Service, the Purchaser must agree to abide by these Purchaser General Conditions of Use without restriction or reservation. This acceptance is materialized by a validation click when creating a customer account. Sales made through MARKETPLACE NEOAFRICA between Buyers and Sellers are governed by MARKETPLACE NEOAFRICA's General Terms and Conditions of Sale, which must also be accepted by the Buyer at each purchase, they supplement these T&C.

Within the framework of the NEOAFRICA MARKETPLACE, NEOAFRICA will act as a simple intermediary and will host the Product offers proposed by Sellers registered on MARKETPLACE NEOAFRICA. NEOAFRICA is in no way a reseller of the Products offered by the Sellers on MARKETPLACE NEOAFRICA. Products sold by sellers on MARKETPLACE NEOAFRICA are clearly identified by the seller's name on the product sheets.
Please note: some Products purchased from Sellers may be shipped by NEOAFRICA. The Products concerned will then be marked "sold by..." and shipped by NEOAFRICA".



Intermediate quality of the Site

The Company shall not be held liable and no compensation may be claimed from it for delays in the delivery of Products sold by the sellers of the NEOAFRICA Market Place. Products sold by buyers will not be taken back or exchanged by NEOAFRICA.
The Company may not be held liable for interruptions, delays or unavailability of the Marketplace due to maintenance work, interruptions in the Internet network, technical breakdowns, force majeure, the actions of a third party or any other circumstances whatsoever.  The Marketplace contains information from third parties, so the Company does not give any guarantee as to the accuracy, precision or exhaustiveness of the information made available on the Marketplace. The Company cannot be held liable under any circumstances for any occasional errors that may occur on the Marketplace.


Application of the T&Cs

These general conditions of use NEOAFRICA Marketplace apply to any order of Products placed by a Buyer with a Seller on NEOAFRICA Marketplace. The applicable General Terms and Conditions of Use are those in force on the day the order is placed by the Purchaser. The placing of any order via NEOAFRICA Marketplace is subject to the full and unreserved acceptance of these General Terms and Conditions of Use. General terms and conditions of use of the Marketplace https://neoafrica.fr/fr/

1. PREAMBLE Neafrica is a Marketplace technical platform through which professional sellers (hereinafter the "Sellers") can present and sell products or services (hereinafter the "Products"), on the website https://neoafrica.fr/, for online purchase by consumers (hereinafter the "Buyers").

2. SCOPE OF APPLICATION - MODIFICATIONS OF THE CONDITIONS The purpose of these General Terms and Conditions is to govern the legal relationship between neoafrica.fr and the Seller The Seller undertakes, for any use of the neoafrica marketplace, to read and comply with the rules set out in these General Terms and Conditions of Use of the Marketplace

3. ACCEPTANCE / EXCLUSION OF THE SELLER

3.1 Registration conditions Can be registered as Sellers on Neoafrica.fr: - legal entities (including natural persons having the capacity to sell Products on a professional basis), registered with the Trade and Companies Register or the Trade Register for companies domiciled in France and with any equivalent register for companies domiciled in the European Union or outside the European Union, and acting in the context of their usual professional activity, duly declared as such to tax and social security authorities. Prior to his registration at the Neoafrica marketplace Marketplace, the Seller:

- Has access to these T&Cs of the NeoAfrican Ethical Charter: https://neoafrica.fr/fr/content/charte-neoafrica-15

- Shall ensure and warrant that the terms and conditions of sale it applies to Buyers comply with all applicable legal and regulatory requirements, professional charters and these GCU. To register for the Service, the Seller has access to these T&Cs and must first complete the neoafrica.fr account application form accurately and completely.

The Seller undertakes to certify the accuracy of the information transmitted and shall spontaneously notify the Hosting Site of any update of this information. Attention! The same legal entity may only have one Seller account. The Site may close the Seller account(s) that have been opened in violation of this rule.

3.2. Validation of the Seller's registration Upon receipt of the account opening request form, an acknowledgement of receipt of the request is sent to the Seller at the email address indicated in the said form. A second email is then sent to the Seller containing a username and a temporary password so that he can access his Neoafrica Marketplace Interface to complete his registration to the service. When accessing its interface, the Seller must: accurately and completely fill in the requested information, then read the T&Cs and the Neoafrica Ethics Charter, and validate them. On this occasion, the Seller formalizes its acceptance of the T&Cs and the Ethics Charter. Once the Seller has completed his registration, he can proceed with the marketing of his Products on Neoafrica.fr. During the 60 (sixty) calendar days following the publication of its first (1st) offer on neoafrica.fr, the Seller is subject to a trial period: it is considered as "Seller in approval". The Seller's approval criteria consist in compliance with all its obligations under the T&Cs and Ethics Charter.

Sellers are required to voluntarily notify Neoafrica of any changes to information provided at the time of registration and are liable for any failure to do so. If false information has been provided during registration or if a Seller fails to notify a change, Neoafrica may automatically terminate the contract,

 3.4. Limitation of access to Neoafrica.fr Neoafrica is the only company authorized to determine the design and functionalities of the Site. As soon as Neoafrica receives an alert from any third party, it reserves the right to impose, on all or part of the Sellers, sales limits that may relate to their amount and/or frequency, and to temporarily delay the payment of the sales amount, in order to protect Buyers, other Sellers, neoafrica and/or any third party from fraudulent, illegal or inappropriate behaviour that could cause them harm.

3.5. Duration of registration The registration of Sellers is carried out for an indefinite period.

3.6. Termination / Closure of the Seller's neoafrica.fr account without fault: No Object

3.6.1. Termination for convenience of the Seller. The Seller may terminate his registration with Neoafrica.fr at any time by clicking on the "Cancel my subscription" button in his Seller interface. The subsequent account closure will be effective within 24 hours of the Seller's request to terminate the subscription.

3.6.2. Termination for inactivity In the event of inactivity on the part of the Seller, i. e. absence of a transaction carried out by the Seller within a period of 6 (six) months from the last transaction, the neoafrica.fr website reserves the right to suspend and/or terminate the Seller Account upon simple notification to the Seller, in order to protect the interests of the Sellers and Buyers

3.7. Sanctions in the event of non-compliance by the Seller with its obligations 3.7.1. Non-compliance with service levels

- a) Failure by the Seller to comply with any of the minimum service levels set out in Schedule 1 shall result in termination of the Seller Account automatically, without formality and without notice.

- b) Failure by the Seller to comply with the minimum level of service expected in respect of claims, as set out in Appendix 1, on two occasions during a rolling 12-month period, shall result in the termination of the Seller Account automatically, without formality and without notice.

(c) Neoafrica reserves the right to immediately suspend or terminate the Seller's account in the event of serious one-time non-compliance with the indicators covered by the service levels (for example: an abnormal peak in complaints from Buyers). The Site will reserve the right to suspend all or part of the Seller's offers in the event of a complaint rate exceeding 3% over the last 30 or 60 days.

 3.7.2. Other breaches of its obligations by the Seller Any breach or improper performance by the Seller of its obligations under the T&Cs and the Ethics Charter may result in the following sanctions:

- The immediate, temporary or permanent withdrawal of the Seller's disputed offers

- The temporary or permanent ban on posting offers on one or more defined categories

- The immediate and temporary suspension of the Seller Account

- The immediate, temporary or definitive suspension of any payment of sums collected on behalf of the Seller

- The termination of the Seller's account by operation of law, without formality, without notice.

3.8. Consequences of the termination of the Seller's registration: In the event of termination by either Party and for any reason whatsoever, the Seller loses its status as a Seller and consequently:

- All its Product offers are immediately removed from the Neoafrica Marketplace on the effective date of termination

- Its Seller space becomes inaccessible when the processing of orders in progress at the date of termination of the contract is completed and all claims relating to past orders to which it may have subscribed are resolved

- When the Seller area becomes inaccessible, neoafrica.fr reserves the right to communicate the Seller's contact details to the Buyer if necessary

- All amounts corresponding to orders and claims on the day the account is closed will be withheld for a maximum period of three (3) months so that Neoafrica can check the status of the Seller Account and refund part or all of the Buyers if necessary.

IN ALL CASES WHERE A SELLER'S REGISTRATION IS CLOSED, AND REGARDLESS OF THE PARTY AT ITS INITIATIVE, THE SELLER IS REQUIRED TO COMPLETE THE EXECUTION OF ANY ORDER PLACED BY A BUYER, OUTSTANDING AT THE CLOSING DATE, AND TO FULFIL ITS AFTER-SALES OBLIGATIONS (LEGAL AND CONTRACTUAL) RELATING THERETO, IN PARTICULAR THE PROPER MANAGEMENT OF CLAIMS UNTIL THEY ARE RESOLVED.

 4. ROLE OF THE NEOAFRICA WEBSITE

4.1. The Sellers and NEOAFRICA.FR are only contractually bound to the extent that NEOAFRICA.FR makes available to the Sellers, within the framework of these GCU and ETHICAL Charter, a platform for making sales. In this respect, there is no sales contract between NEOAFRICA and the Buyer; the sales contract is established between the Seller and the Buyer.

4.2. Neoafrica is not involved in the negotiation and execution of contracts concluded between a Seller and a Buyer and is therefore not required to intervene in any disputes between the Seller and the Buyer. In the interest of defending the visitors to its site and its brand image, NEOAFRICA.FR reserves the right to intervene to resolve any dispute and the Seller undertakes to respect the solution that will have been found through NEOAFRICA's intervention. As such, the Seller expressly acknowledges and already accepts that in the event of a breach of any of the obligations of these GCU and Neoafrica Charter, such as, but not limited to, failure to deliver or make available the Products, delay in delivery or making available, delivery or making available of Non-Conforming Products, the absence of a response or an unsatisfactory response, the absence of treatment within a reasonable period of two (2) working days of Buyer complaints or any conduct that could prejudice the Buyer, neoafrica reserves the right, without the Seller being able to contest it and as the case may be:

- Either to refund the amount of his order to the Purchaser

- Either to transfer the Seller's assets to a consignment account

- Either to refuse any payment to the Seller, IN PARTICULAR: IN THE EVENT OF A CLAIM BY A BUYER IN RESPECT OF A PACKAGE NOT RECEIVED, AND WITHOUT PRESENTATION BY THE SELLER OF A CERTIFICATE OF DELIVERY FROM THE CARRIER AND INCLUDING THE ELEMENTS ALLOWING THE BUYER TO BE IDENTIFIED WITHIN THE AFOREMENTIONED PERIOD OF 7 CALENDAR DAYS FOLLOWING NEOAFRICA'S REQUEST FOR SUCH PROOF, NEOAFRICA SHALL REFUND THE BUYER AND SHALL PASS ON THIS REFUND TO THE SELLER, IN PRIORITY BY WAY OF COMPENSATION WITH ANY SUM DUE OR HELD BY THE SITE TO THE SAID SELLER. TO THIS END, IT IS THE SELLER'S RESPONSIBILITY TO ENSURE THAT HE KEEPS ALL ELEMENTS, IN PARTICULAR THE TRACKING NUMBERS, IN ORDER TO BE ABLE TO PROVIDE WRITTEN PROOF OF DELIVERY. - IN THE CASE OF A REQUEST RELATING TO A BREAKDOWN, THE SELLER UNDERTAKES TO CONFIRM IN WRITING TO THE BUYER THAT THE REQUESTS HAVE BEEN TAKEN INTO ACCOUNT WITHIN A MAXIMUM PERIOD OF 2 WORKING DAYS, SPECIFYING THE RETURN ADDRESS. THE SHIPPING AND RETURN COSTS ARE THE EXCLUSIVE RESPONSIBILITY OF THE SELLER. THE SELLER UNDERTAKES THAT THE REPAIR/REPLACEMENT AND RETURN OF THE PRODUCT TO THE BUYER SHALL NOT EXCEED 30 CALENDAR DAYS AFTER RECEIPT OF THE PRODUCT. FAILING WRITTEN CONFIRMATION WITHIN TWO DAYS AND ACTUAL REPAIR OR REPLACEMENT OF THE PRODUCT WITHIN THIRTY (30) CALENDAR DAYS ABOVE AND IF NO REFUND FROM THE BUYER HAS BEEN MADE BY THE SELLER, NEOAFRICA MAY ITSELF MAKE SUCH REFUND AND SHALL FORWARD THIS REFUND IN PRIORITY BY OFFSETTING AGAINST ANY AMOUNT DUE OR HELD BY NEOAFRICA;

AUDIT SELLER.

- IN THE ABSENCE OF A RESPONSE FROM THE SELLER TO THE BUYER'S CLAIM WITHIN 2 WORKING DAYS OF A BUYER'S CLAIM, NEOAFRICA MAY ARBITRATE IN FAVOUR OF THE BUYER AND RESERVES THE RIGHT TO REFUND THE PRODUCT AND PASS ON THIS REFUND TO THE SELLER. - IN ANY EVENT, THE SELLER UNDERTAKES TO PROVIDE NEOAFRICA WITH WRITTEN CONFIRMATION OF WHAT IT HAS TAKEN INTO ACCOUNT, PROCESSED AND CLOSED THE CUSTOMER'S REQUEST IN A SATISFACTORY MANNER, IN ACCORDANCE WITH THE PROCESS SET UP FOR EXCHANGES RELATING TO THE BUYER. FAILING THIS, NEOAFRICA CANNOT BE HELD RESPONSIBLE FOR ANY POSSIBLE REIMBURSEMENT THAT MAY BE MADE TO THE BUYER.

Note: a response from the Seller to make the Buyer wait or to indicate that a response will be sent to him within a certain period of time will not be considered as a response within the meaning of the preceding paragraph. Any response sent by the Seller to the Buyer and/or any refund made directly from the Seller to the Buyer must be confirmed in writing to Neoafrica. Failing this, the answer or refund will be considered as not being made.

4.3. The Seller expressly acknowledges that NEOAFRICA is in no way a reseller of the Products offered by it on Neoafrica. Consequently, NEOAFRICA will not assume:

- No cost related to the purchase of Products sold by the Sellers via NEOAFRICA - no cost related to the financing of the Seller's inventories, the loss of inventories or unsold items

- No sales promotion costs

- No investment specific to the Products and more broadly to the Seller's activity.

5. THE ROLE OF THE SELLER:

The Seller freely decides which Products he wishes to offer on Neoafrica.fr and the conditions of their sale. However, the Seller shall comply with the following obligations and any provisions contained in Annex 1, in particular those relating to prohibited items.

5.1 Login / Password: The Seller is prohibited from mentioning or suggesting in his shop name and comments any hypertext link external to Neoafrica. The Seller's nickname must not be represented by a domain name (e. g. jean-pierre.com). Its identifier and the comments accompanying its offer must not include references such as "www", "fr", "com", "net", etc. In addition, the Seller shall refrain from entering a shop name that could create a risk of confusion with the Site, in particular using the term Neo. In the event that a Seller does not comply with these conditions, Neoafrica may suspend the Seller's account until the Seller has made the necessary changes. In such a case, the Seller's offers will be removed from the Site. In the event that the Seller refuses to make such a change, Neoafrica reserves the right to close the account under the terms of the TOU for non-performance. The Seller account allows the Seller to create his Product catalogue and manage the online placement of his Products, to validate the availability of the Products on each order made by a Buyer, to inform the tracking of shipments. The use of this account and the associated password is strictly personal and limited to the duration of the contract between Neoafrica.fr and the Seller. Sellers are solely responsible for the security of their login and password. Disclosure to third parties is not permitted. The ID can only be used to obtain access to Neoafrica and the services offered there. The Seller is solely responsible for all acts performed on his behalf. If unauthorized persons have become aware of their username and/or password, the Seller is obliged to change it without delay.

5.2. Conditions of sale equivalent to those implemented within the Seller's distribution network: The Seller is free to decide which Products are offered for sale on NEOAFRICA.fr, subject to the Products prohibited under Annex 1. However, the Seller must implement distribution conditions equivalent to those it implements as part of its distribution network. The Seller shall check before the Products are put up for sale that:

- a) The customer service provided for the Products it sells via Neoafrica is at least as responsive, quality and available as the customer service it offers when it sells the same Products through any channel other than Neoafrica.fr

- b) The content, Product information and any other information as defined in Appendix 1 concerning the Products provided, are at least at the same level of quality and detail as the information displayed or used when selling the same Products through any channel other than Neoafrica.fr.

5.3. General obligations of the Seller: The Seller undertakes:

- a) To process Buyers' orders within forty-eight (48) business hours of placing them

- (b) To respect the maximum preparation and delivery times provided for in Annex 3

- c) To proceed with the shipment, corresponding to the actual provision of the package to the carrier, or the provision of the Products at the point of withdrawal, in accordance with the dates actually indicated to the Buyers by the Seller on Neoafrica. Any order that has not been shipped or made available for collection within the time limits indicated on Neoafrica may be cancelled.

- d) To deliver or cause to be delivered the Products within the time limits chosen by the Seller according to the various choices specified in Appendix 3 e. to adopt courteous and respectful communication in its dealings with the Buyer f. to assume any obligation imposed on it by the Consumer Code, in particular - without this list being exhaustive: obligation to communicate information relating to its identity, obligation to provide pre-contractual and post-contractual information, obligations relating to legal guarantees of conformity and hidden defects, obligations relating to the right of withdrawal or compliance with the rules on unfair commercial practices

- g) To offer for sale on Neoafrica only Products that it holds in stock and actually available.

- h) To respond to any question or complaint from a Purchaser within 24 business hours of receipt and no later than 2 (two) business days following such question or complaint under the conditions mentioned above

In addition, the Seller undertakes not to:

- a) Copy, reproduce, modify, create derivative works, distribute or disclose to the public any content of Neoafrica without the express prior written consent of Neoafrica or, where applicable, that of the third parties concerned

- (b) Disrupt or attempt to disrupt the proper functioning of neoafrica or the activities taking place there

- c) Bypass robot exclusion protocols or any other measure used to prevent or limit access to Neoafrica.fr

- d) Publish content, offers or objects in inappropriate categories or domains on Neoafrica.fr

- e) Infringement of laws, third party rights or the provisions of these T&Cs and the Code of Ethics.

- (f) Use the Neoafrica platform if he is not legally able to enter into contracts, if he is under 18 years of age if he has not acted in a professional capacity or if his account has been suspended temporarily or for an indefinite period

- g) Failing to deliver the purchased items, unless the Buyer fails to comply with the terms of sale or delivery or the Seller cannot verify its identity

- h) Bypass or manipulate the commission structure, the invoicing process or the amounts due to NEOAFRICA.

- i.) Publish false, erroneous, misleading or defamatory content (including personal information);

j. transfer its Neoafrica Seller account and ID to a third party without neoafrica's prior written consent.

- k) Failing to take security measures to protect his password 

- l) Use the Neoafrica.fr platform with another person's ID

- m) Distribute or publish unsolicited advertisements (spam), e-mail channels or other technologies that may harm NeoAfrica or the interests or property of Neoafrica users

- (o) distribute viruses or other technologies that may harm NeoAfrica or the interests or property of NeoAfrica users

- p) Copy, modify or distribute content from Neoafrica's sites and copyrights and trademarks

- q) Collect in any way information about Neoafrica users (including other Sellers, Buyers or other visitors), including e-mail addresses, without their prior and express consent.

- (r) In all correspondence with Buyers, mention its website and do not refer the Buyer to its website or to any other third party site, including to respond to Buyers' complaints; generally, and unless otherwise agreed in writing in advance, the Seller shall not correspond with the Buyer other than through its Seller Account on Neoafrica.fr. s. damage the image of Neoafrica.fr in any way whatsoever, in particular by making false, offensive, defamatory or slanderous statements against Neoafrica, on any medium or by any means (social networks, exchanges with customers, etc.)

- t) Carry out any action or operation aimed at circumventing the system for calculating the quality of service rates provided for in Annex 1 of the GCU

- (u) Provide inaccurate or incomplete information at the time of registration or thereafter, including, but not limited to, the following: false identity of the Seller, false information relating to its company, false parcel tracking number, incorrect shipping country or any other information or omission likely to affect the transparency of the operations offered by the Seller to Buyers on Neoafrica

5.4. Licenses - Copyright:

The Seller grants Neoafrica, free of charge, non-exclusive rights to use, reproduce and represent its trademarks and logos, and, with respect to any other graphic elements or texts provided by the Seller, non-exclusive rights to use, reproduce, represent, modify, adapt and create derivative content worldwide, on any medium, for the duration of copyright protection and for any type of exploitation related to Neoafrica. The Seller grants Neoafrica the right to reorganize/resize the content it provides, in particular in cases where online presentation or ergonomics constraints require it. Neoafrica provides the matrices of the product sheets (structure, field, hierarchy of champs¼) and retains exclusive ownership. The Seller undertakes not to reproduce these matrices for its own account or that of third parties. Provided that the texts and/or wordings incorporated by the Seller in the product sheets are of an original nature, the Seller shall retain ownership of said texts. The following contents, without this list being exhaustive, are deemed not to be original: the technical and aesthetic descriptions of the Products, the descriptions of the guarantees, services and/or accessories attached to the Products. Rules for sale: Advertisements that do not comply with the terms and conditions for the sale of the Products as attached to Schedule 1 may result in the removal of the relevant advertisements or suspension of the Seller's account during this period, the Seller will no longer be able to offer to sell its Products whose advertisements are not in compliance. Neoafrica's liability can under no circumstances be called into question in this context. Rules for sale: Advertisements that do not comply with the terms and conditions for the sale of the Products as attached to Schedule 1 may result in the removal of the relevant advertisements or suspension of the Seller's account during this period, the Seller will no longer be able to offer to sell its Products whose advertisements are not in compliance. The responsibility of the Hosting Site can under no circumstances be held liable in this context.

6. PAYMENT

6.1. Payment of the Product by the Purchaser The Purchaser makes the payment of the Product purchased on the Neoafrica Site with a payment method offered on the Site (credit or debit card accepted on the Site, payment in several installments etc¼). The Neoafrica Site reserves the right to apply fees to Buyers depending on the method of payment chosen. The Seller undertakes to accept the payment method chosen by the Buyer. The Seller sends his invoice to the Buyer, either in the parcel, or by sending it to the Buyer's postal address, or by email. The Seller shall not refund the Buyer outside the Neoafrica Site: he shall use his Seller account to make any refunds or adjustments for sales he has made via Neoafrica. The Seller shall bear the cost of returning the Product in the event of a reference error attributable to the Seller, the application of a legal guarantee of conformity, or the Product being damaged upon unpacking, or any other reason for which the law requires the Seller to bear the cost of return. Neoafrica collects funds paid by Buyers to the Seller and will assume unpaid debts due to credit card fraud (i.e. fraudulent purchases due to theft or unauthorized use of credit card information). The Seller shall remain liable for all other costs and expenses related to such frauds, such as the cost of recovering Products. However, it is agreed that Neoafrica will not assume any unpaid debts due to credit card fraud: - In connection with any Seller's product that is not shipped strictly in accordance with the terms and conditions of sale and shipment attached to these T&Cs - And in any case where Neoafrica has alerted the seller of the risk of fraud.

6.2. Transfer of the proceeds of its sales to the Seller Payments are made by the Neoafrica website by transfer to a bank account in the Seller's name as soon as a sale has become final (the attached right of withdrawal has expired and not been exercised) and it is not the subject of any unresolved claim by the Buyer: IN ORDER TO PROTECT THE BUYERS AND FOR THE TIME NECESSARY FOR ALL INVESTIGATIONS CONCERNING THE ACTIONS AND/OR PERFORMANCE BY THE SELLER OF ITS OBLIGATIONS IN CONNECTION WITH ITS SALES CONCLUDED WITH THE BUYERS, NEOAFRICA RESERVES THE RIGHT TO DELAY THE PAYMENT OF ALL OR PART OF THE SUMS DUE TO THE SELLER, IN PARTICULAR:

- THE AMOUNT OF ORDERS THAT ARE THE SUBJECT OF A COMPLAINT FROM A BUYER, NOT RESOLVED BY THE SELLER

- IN THE EVENT THAT THE INFORMATION AVAILABLE TO NEOAFRICA, IN PARTICULAR WITH REGARD TO BUYERS' COMPLAINTS, LEADS TO THE CONCLUSION THAT THE SALES MADE BY THE SELLER MAY CAUSE AN ABNORMAL NUMBER OF COMPLAINTS;

- IN THE EVENT OF DISPROPORTIONATE GROWTH/UNEXPECTED CHANGES IN THE SALES MADE BY THE SELLER, IN PARTICULAR WITH REGARD TO ITS SALES HISTORY. DEPENDING ON THE RESULTS OF THE INVESTIGATIONS, NEOAFRICA WILL MAKE FULL OR PARTIAL PAYMENT OF THE SUMS DUE TO THE SELLER.

7. AMOUNTS DUE TO NEOAFRICA.

In addition to the costs that may be remitted to NEOAFRICA by the Seller pursuant to Article 6.1 above, the amounts due to Neoafrica are determined in Annex 2. Commissions on sales due by the Seller to Neoafrica are due as soon as the Buyer has paid the sale price for cash payments or on the first due date for payments in several instalments. Commissions are retained by Neoafrica including in the event that the sale is cancelled or terminated for any reason unrelated to Neoafrica. Commissions are however paid to the Seller in the event that the Buyer cancels his order before shipment or exercises his right of withdrawal after delivery of the Product. The amounts due to Neoafrica may be subject to permanent or temporary changes, in particular during promotional events (e.g. free sales days) or the launch of new services. These changes come into effect on the date indicated in the communication regarding the temporary promotional event or new service on the site. The amount of amounts due to Neoafrica is based on the current rate schedule set out in Schedule 2 hereto. The amounts due to Neoafrica applicable to a sale are those mentioned on the price list applicable at the time the Buyer orders the Product concerned (unless otherwise agreed between Neoafrica and the Seller). Each Seller must therefore, before listing an item for sale on Neoafrika, check the updated amount of applicable commission rates and other amounts that may be due. All sums due to Neoafrica are immediately due and payable by set-off - whether or not the legal conditions for set-off are met

- By cheque or direct debit. In the event of non-payment by the Seller, and subject to Neoafrica obtaining an enforceable title, the Seller undertakes to reimburse all costs resulting from the recovery of the sums concerned and authorises Neoafrica to debit the designated payment card or bank account for the sums due to it. Any interest that may accrue on sums paid by Purchasers between the date of payment by Purchasers and the date of payment to Sellers shall remain the property of Neoafrica. Unless otherwise stated, all amounts due to Neoafrica are indicated in euros (EUR) including VAT. It is the Seller's responsibility to pay all applicable amounts and taxes resulting from the use of the Hosting and Services Site within the time limits and through a valid payment method.

8. COMPENSATION/ASSIGNMENT IN CONVENTIONAL PAYMENT

Consequently, the Seller expressly consents that the compensation of the sums due by the Seller to the Hosting Site, whether under these T&Cs or under any other commercial relationship that the Parties may otherwise have, with all claims that Neoafrica owes to the Seller and/or with any other sums that Neoafrica holds in the name and on behalf of the Seller, in any capacity whatsoever, be automatic and immediate.

9. RESPONSIBILITIES AND WARRANTIES OF THE SELLER

9.1. Responsibilities towards the Host Site and/or third parties.

- a) Neoafrica may not be held liable in the event of a dispute (in particular infringement proceedings) concerning the information provided by Sellers on Neoafrica marketplace (texts, images, photos, trademarks, logos, etc.), as long as Neoafrica is not notified of the illegal content made available on the Site. As a foreigner to the sale concluded between the Sellers and the Buyers, Neoafrica's liability cannot be sought in the event of a dispute, in connection with the Products and their sale and born with a Buyer or an administration in particular. The Sellers are solely liable for direct or indirect, material or immaterial damages and losses caused to Buyers and any other third party as a result of the content they post on Neoafrica Marketplace, the Products and Services they offer there and the sales they conclude there. Consequently, the Sellers waive Neoafrica's liability in the event of any action or dispute (including actions for infringement or for breach of a distribution network, action by a Buyer, an administration, etc.) relating to the information communicated by the Sellers on the Neoafrica Discount (texts, images, photos, trademarks, logos, etc.), the Products or their sale.

- b) Most of the information contained on the Host Site is updated in real time and is protected by intellectual property rights or is granted to it by users or by third parties via a license. The Seller acknowledges and agrees not to use any robot, spider, scraper or other automatic process to access the Host Site for any purpose whatsoever, without the express prior written consent of the Host Site, under penalty of incurring liability to the Host Site.

9.2 Seller's warranties

- a.) Against the actions of third parties other than Buyers The Seller represents and warrants to the Host Site:

- That it owns the intellectual and/or industrial property rights enabling it to make the information provided (texts, images, photos, trademarks, logos, etc.) available to Neoafrica, to publish them on Neoafrica and that the latter are not likely to infringe the rights of third parties throughout the world and do not constitute in whole or in part counterfeiting or unfair competition.

- That he is the owner or holder of the rights necessary for the sale of the Products via Neoafrica Marketplace and that these Products do not infringe any rights of third parties worldwide, in particular that their sale on Neoafrica does not affect a selective or exclusive distribution network and that they do not constitute in whole or in part counterfeiting or unfair competition. If all or part of the Product or the content provided by the Seller is the subject of a dispute, claim or action by a third party for infringement or in violation of any other right of a third party, the Seller undertakes to inform Neoafricale in writing and without delay. Neoafrica reserves the right to remove the Seller's Product or content upon receipt of a written notice of the potentially infringing or otherwise harmful nature to a third party of such Product or content. In any event, the Seller undertakes to send a response to any third party claiming a violation of its rights within eight days and to resolve any dispute arising on that occasion as soon as possible and at the latest within one month of the date on which the complaint was communicated by Neoafrica or within one month of the complaint when it is addressed directly to the Seller. The Seller shall indemnify Neoafrica against any costs they may incur in defending their interests and compensating third parties in connection with a settlement or court decision.

- b) Against the actions of third parties having the status of Buyers The Seller acknowledges that the Neoafrica Site is not a party to the sales it makes with Buyers on the Marketplace. Consequently, the Seller shall indemnify Neoafrica and its directors against any costs they may incur in defending their interests and indemnifying any Buyer pursuant to an amicable agreement, settlement or court decision.

10. PROTECTION OF PERSONAL DATA

10.1. The Sellers have been explicitly informed by Neoafrica of the nature, extent and purpose of the collection, processing and use of personal data necessary for their registration and for carrying out operations. The Sellers expressly accept this collection, processing and use of personal data. In particular, the data may be communicated to Neoafrica's partners for prospecting purposes by electronic, postal or telephone. The Seller may consult and modify his information at any time and has the possibility to object to this communication, while proving his identity, by letter addressed to : Neoafrica Gestacomweb 28 rue des freres Lumiere 33560 Carbon Blanc

10.2. In the absence of express authorization, the Sellers undertake not to use, in any form whatsoever, data concerning other Sellers or Buyers, which may be consulted on the site or of which they have become aware by using the Neoafrica Marketplace, unless such use is used to initiate and conclude sales via the Neoafrica Marketplace. In particular, it is prohibited to use this information for advertising, for unsolicited e-mails, except with the prior consent of the recipient of the e-mails, or for other unwanted contacts or for other unlawful purposes. 10.3. The Seller acknowledges and agrees that when it puts an item on sale on Neoafrica, personal information about him/her, including his/her first and last name if chosen as a shop name, will be displayed on the Neoafrica Site and will thus be visible to any potential Buyer.

10.4. Neoafrica reserves the right, in the event of a suspected wrongdoing, to disclose the Seller's data (e.g. contacts, IP address and information about its use of the site and published content) to the other party, other third parties or the relevant investigation authorities.

10.5. With regard to Buyers, the Seller has access only to information strictly necessary for the execution of orders. It undertakes to ensure the confidentiality and integrity of this data, in particular by setting up any physical and logical means sufficient to ensure data security. He refrains from using the Buyers' data for purposes other than the execution of orders.

11. RESPONSIBILITY OF THE HOSTING SITE:

Neoafrica uses all the means at its disposal to provide the services covered by these Conditions but does not guarantee that the Neoafrica Marketplace site and the associated services are permanently available. Neoafrica is not responsible for information relating to the Product being sold, including the truthfulness, accuracy and completeness of its description. Neoafrica is liable for any direct and foreseeable damage up to the selling price in dispute. Neoafrica may under no circumstances be held liable for any indirect damage such as loss of turnover or profit, loss or alteration of data, damage to the image, etc. The limitation of liability referred to above is inapplicable: - In the event of fraud or gross negligence on the part of Neoafrica

- In the event of personal injury, claims based on liability for defective products

- To the Buyers.

12. PARTICULARITIES OF ORDERS SHIPPED AND DELIVERED VIA THE NEOAFRICAWORLD SERVICE

Certain provisions of these T&Cs are not applicable to the Seller who has subscribed to the NEOAFRICAWORLD service. Exceptions to these T&Cs are expressly provided for in the NEOAFRICAWORLD contract.

13. FINAL PROVISIONS

13.1 Independence Neoafrica and the Seller shall under no circumstances be considered as partners in any joint entity. The Seller operates on the Neoafrica Marketplace independently and at its own risk. Neoafrica draws the Seller's attention to the fact that:

- Neoafrica has a high level of Internet traffic. The importance of this traffic is likely to have a significant impact on the Seller's business.

- The Seller shall ensure that it is and remains able to comply with its legal and contractual obligations, including the levels of service quality referred to in Schedule 1, and is fully aware that failure to comply with its obligations may result in the termination of its account under the terms of these TOU.

As a result:

- The Seller must at all times ensure that its offers are adequately sized and that it is able to process the orders it receives, in order to ensure compliance with its legal and contractual obligations as a Seller.

- As the Seller alone has control of its activity on the Neoafrica marketplace, both upstream of sales (in particular choice of offers put online and the volume of business generated) and downstream (in particular respect of delivery deadlines and processing of customer requests), Neoafrica cannot be held liable for commercial success or failure or for any situation of economic dependence. - As Neoafrica is not involved in managing the volume of the Seller's activity on Neoafrica, it is the Seller's responsibility to balance its business volume on the Neoafrica Marketplace against its overall activity. The strategic choice that the Seller would make by depriving himself of an alternative, of placing himself in a situation of economic dependence, would be made knowingly and at his own risk and peril; Neoafrica's liability could not be sought in this respect.

13..2 Assignment The Seller may not assign its rights and obligations hereunder to any third party in any form whatsoever, in particular by way of contribution to a company, transfer of business assets, management lease or contract assignment, unless Neoafricale has expressly and previously given its written consent.

13..3 Dissociation Any clause of these Terms and Conditions which may be declared null and void or unlawful by a competent court shall be null and void, but its nullity shall not affect the other provisions or affect the validity of these Terms and Conditions as a whole or their legal effects.

13..4 No Waiver - Tolerance The fact that Neoafrica has not required the application of any provision of these T&Cs or has tolerated any breach by the Seller in connection with its activities on the Marketplace, whether permanently or temporarily, shall in no event be considered a waiver of Neoafrica's rights to exercise such rights.

13..5 Force majeure The Parties shall not be held liable, or considered to have failed to comply with these GCU, for any delay or non-performance when the cause of the delay or non-performance is related to a case of force majeure, as defined by French case law.

13.6. Notifications Except in cases where the T&Cs provide for a specific form for notifications, any notification may be made by e-mail to the address indicated by the Neoafrica Site or sent in writing to the following address: Neoafrica gestacomweb 28 rue des freres Lumiere 33560 CarbonBlanc France.

13.7. Dispute These T&Cs are subject to French law, without prejudice, for the benefit of the Purchasers, to the mandatory provisions applicable. ANY DISPUTE THAT MAY ARISE BETWEEN A SELLER AND NEOAFRICA IN CONNECTION WITH THESE CGU SHALL BE SUBMITTED TO THE JURISDICTION OF THE COURTS OF THE BORDEAUX COURT OF APPEAL EVEN IN THE EVENT OF MULTIPLE DEFENDANTS, WARRANTY CLAIMS, EMERGENCY PROCEEDINGS OR PROCEEDINGS ON REQUEST.

APPENDIX 1


- The Neoafrica General Terms and Conditions of Sale, in particular this Appendix 1, govern the manner in which the Seller may offer the Products for sale on the Neoafrica Marketplace Site, compliance with which ensures the confidence and satisfaction of Buyers and the security and proper conduct of sales on the Site. In order to ensure the quality of the Purchasers' "customer experience" during their purchases, Neoafrica monitors several service quality indicators: AD "Expected service levels in terms of product availability", BL "Expected service levels in terms of delivery" and CR "Expected service levels in terms of complaints". If one of the services does not meet the minimum service levels, the Seller undertakes to take any useful action spontaneously in order to achieve the expected level of service again. In any event, if one of its services is insufficient, Neoafrica may give notice or automatically terminate the Seller's registration under the conditions provided for in the T&C.

AD. Items for sale:

AD1. The Seller warrants that it is authorized to sell the items offered, that these items are not encumbered by third party rights that could prevent their sale, that the Products are authorized for distance selling and comply with applicable laws, that they do not infringe, in particular, copyright, trademark law, a selective or exclusive distribution network, or any other third-party rights, that they are reliable and comply with applicable legal requirements (including any marking or labelling requirements), in particular with regard to product safety (e.g. EC standards).

AD2. Prohibited items: in particular, the following items - cited by way of example and whose list is not exhaustive - may not, or only within strict restrictions, be offered for sale: (a) articles whose advertising, offering or marketing infringes intellectual property rights (copyright and related rights), industrial property rights (trademarks, patents, designs and models) and any other applicable law (in particular the right to an image, the right to privacy, the right to personality); (b) articles that discriminate or incite violence (including weapons in categories A to D as defined by law, toys and replica weapons, etc.)(f) medicines, drugs of any kind, articles likely to incite the use of narcotic drugs or substances presented as having the effects of substances or plants classified as narcotic drugs; (h) other articles which cannot be lawfully offered or marketed, or the offer or sale of which is likely to prejudice public policy, morality or the rights of other Sellers or third parties

Availability of the Products for sale:

The Seller undertakes that all the Products it puts online on Neoafrica will be in its stocks and immediately available for sale. In this respect, the Seller undertakes to update its stock in real time and to remove any Product that has become unavailable. Neoafrica's information system automatically blocks the posting of any Product for which the Seller indicates that there is no stock.

AD 3. Expected levels of service in terms of product availability The Seller undertakes to respect a: (i) "Order acceptance" rate equal to or greater than 95% calculated as follows: Total number of Products ordered by the Buyers and accepted by the Seller) / total number of Products transmitted for acceptance to the Seller by the Hosting Site] x 100 Without a response from the Seller within two days following the transmission of the order to the Seller, it is automatically cancelled, which further deteriorates the above-mentioned acceptance rate. (ii) "Product shipment" rate equal to or greater than 95% calculated as follows: x 100 After validation of the order by the Buyer and without information on the shipment of the Product by the Seller within the maximum preparation time announced by the Seller, the order will be automatically cancelled, which further deteriorates the aforementioned shipment rate.

AD4. Description of the Product offered for sale: The Seller undertakes to describe as accurately and precisely as possible the Product it puts online on Neoafrica, in accordance with any applicable regulations (including regulations relating to household electrical products, alimentaires¼), the provisions of these T&Cs and, the indications appearing on the Neoafrica interface. The Seller shall provide for each of its Products, in the format required by Neoafrica, the minimum mandatory, accurate and complete information, as well as any relevant updates so that the information provided is accurate and complete at all times. The Seller also provides photos of the Product in the format required by Neoafrica. It ensures that no logo other than that of the Product brand, no name, no URL address, etc¼ appears on the photos it publishes on Neoafrica. In the event that one or more photos do not correspond to the format indicated by Neoafrica or contain one or more of the information indicated above, Neoafrica will delete the Seller's offer without prejudice to any other action or sanction provided for in the GCU. Neoafrica alerts the Seller to the fact that the mandatory minimum information requested of it is only a minimum for the Product to be identifiable and that it is the Seller's responsibility to provide and put online any additional information necessary to comply with the preceding paragraphs. For each of the Products he puts online on Neaoafrica, the Seller undertakes to:

- Verify the accuracy of the terms of the product sheet with regard to the Product to which it relates, by checking in particular all the information making up the product sheet (the wording, title and brand of Produit¼)

- Verify that the characteristics of the Product (including packaging), the offer and the terms of sale comply with all applicable laws (including marking and labelling requirements).

- To update the information transmitted on the Product sheet, in particular following changes in the regulations applicable to the Seller

- The presentation of the Products offered for sale does not infringe any right of third parties, public order or morality, and does not have any pornographic or suggestive character. Neoafrica reserves the right to delete any content that does not comply with these requirements and any associated offer or product sheet. Seller may not provide any information about a Product whose sale is prohibited, or seek to offer it for sale on Neoafrica, nor provide a URL link to use or request that such links be used on Neoafrica.

AD5 For the indication of its selling price, the Seller is required to indicate the shipping costs that it intends to apply to the Buyer. The Seller undertakes to calculate and include in its price any customs duties and import or export charges, taxes or other direct or indirect taxes imposed by the competent authorities and linked to the sales contract. Neoafrica cannot be held liable in this respect.

 BL. Shipping and delivery of the order

BL1. Follow-up. After the conclusion of a sales contract, the Seller undertakes to deliver the Product subject to the sale, and to transfer ownership to the Buyer. The Seller is required to deliver the Product to the address indicated by the Buyer under the conditions set out in Appendix 3 of these T&Cs. As soon as the Seller has shipped or made available the Product for collection, the Seller will confirm this to Neoafrica via its Seller account, through the standard communication functionality of the Seller account, and will enter the parcel tracking data in the case of shipments in tracked and registered mode directly on the order form. The Seller is required to provide a valid link or tracking number. The Hosting Site will relay this information to the Purchaser. It should be noted that the transfer to the Seller of the funds collected by Neoafrica from the Buyer as provided for in Article 6.2 "Transfer of the proceeds of its sales to the Seller" of these TOU, can only be made once the shipment or availability of the Products has been confirmed by the Seller. If Neoafrica does not receive confirmation from the Seller that the Products have been shipped on the maximum preparation date announced by the Seller to Neoafrica and relayed to the Buyer, the said order will be automatically cancelled and its amount refunded to the Buyer. Any shipment made by the Seller after this period may under no circumstances be the subject of a refund by Neoafrica of the amount of the order shipped after the deadline. The Seller expressly acknowledges that it is solely responsible for verifying the status of its order (the order, once cancelled, being in "Refused" or "Cancelled" status), before shipping it: it may not ask Neoafrica for any compensation in the event of shipping an order in cancelled or refused status, which shipment is made at the Seller's sole initiative and under its sole responsibility.

BL2. Expected service levels for delivery The Seller undertakes to respect a "preparation time compliance" rate equal to or greater than 95% calculated as follows: Total orders shipped within the maximum preparation time announced by the Seller to the Host Site / {Total orders shipped + total orders not shipped whose preparation time announced by the Seller to Neoafrica is exceeded }] x100 Payment by the Buyer The Buyer pays the purchase price of the Product, as well as any associated costs (including, where applicable, shipping costs, into the hands of Neoafrica which collects the funds on behalf of the Seller.

BL3. Seller's Warranty: Terms and Conditions Unless the Seller has subscribed to the Neoafricaworld service, the Seller is responsible for: any failure to ship, late delivery, non-delivery or partial delivery, incorrect delivery, theft or error or action related to the management and delivery of its Products. The Seller is solely responsible for all the information it puts online (including but not limited to: visuals of the Products, product descriptions, product prices, shipping costs, promotions, information relating to the delivery or collection of the product, at garanties¼) any non-compliance of its Products including information posted online by it and all applicable standards (marking, sécurité¼), any defect, or any recall of one or the other of its Products. As soon as the Seller becomes aware of a recall concerning its Products, it will immediately notify Neoafrica. The Seller is responsible, without the intervention of Neoafrica, for any disputes that may arise in connection with the information posted online and/or the sales it makes. Neoafrica recommends that Sellers cooperate with the Buyer in the event of a dispute and jointly seek an amicable solution. Neoafrica is not obliged to intervene in any dispute between Sellers or to require them to comply with these T&Cs. In the interest of defending the visitors to its website and its brand image, Neoafrica reserves the right to intervene in the resolution of any dispute that does not resolve within two (2) business days Neoafrica reserves the right to claim damages from the Seller if, due to unsatisfactory performance of the sales contract, Neoafrica should be required to compensate the Buyer in any way whatsoever. The Seller undertakes to accept any request for withdrawal made by the Buyers in accordance with Article L. 121-21 of the Consumer Code and in particular to communicate without delay to the Buyers a return address. For orders placed during the end-of-year holidays, the Seller undertakes to accept any request for retraction made by the Buyers within 30 days of delivery/purchase of the Products to the Buyer. The above-mentioned Christmas period is between 1 November and 31 December. Neoafrica itself will refund the Purchaser. The Seller shall reimburse Neoafrica for such reimbursements to the credit of the Buyers, it being specified that Neoafrica may offset such reimbursements with any amount it owes the Seller (whether or not the legal conditions for compensation are met).

CR. Expected levels of service for claims

The Seller undertakes to respect a maximum rate of "orders with claims" placed on the Hosting site equal to or less than 1% calculated as follows: Total number of orders with claims recorded against the Seller under the headings of Neoafrica / total number of orders accepted by the Seller] x 100. Please note: "Complaint" means only in the following cases:

- The express expression of dissatisfaction on the part of the Buyer after the Seller has given an answer to his complaint; or

- The absence of a response from the Seller to the Buyer within the time limit set pursuant to this Agreement following a complaint from the Buyer to the Seller Consequently, requests from the Buyers relating to an error in the reference of the delivered Product, a missing Product or accessory, a Product not in conformity with its description, a broken Product, a Product not shipped, an order shipped but not received by the Buyer, a Product abimé¼etc, will only be included in the complaint rates in the cases mentioned above. In addition, Buyers' requests for: a request for information on the Product, any request to change the Buyer's personal data, or a request for an invoice, will be included in the calculation of the claim rate from the time the Buyer is contacted again or Neoafrica finds that the Seller has not responded within the time limit set out herein.

E. Product categories

Neoafrica will present the Seller's Products classified in the corresponding product categories and the Products offered by the Sellers registered on the Neoafrica F Marketplace. Sales in the "Games & Toys" category during the end-of-year period In order to guarantee the confidence and satisfaction of Buyers during the end-of-year period, and in particular the respect by Sellers of their announced delivery promise to Buyers, Neoafrical may restrict the marketing of Products in the "Games and Toys" category to Sellers using the Neoafricaworld service for the delivery of their "Games and Toys" Products and to Sellers meeting the following cumulative conditions:

- Sellers who made their first sale before November 1; AND

- Sellers complying with all the minimum expected service levels mentioned in this Annex; Neoafrica reserves the right, without notice, to temporarily withdraw offers of Products belonging to the "Games and Toys" category for Sellers who do not comply with the conditions mentioned above. Such a withdrawal will be limited to the period from November 1 to December 31.

F. Evaluation

Neoafrica may implement mechanisms that allow Buyers to evaluate the Products and/or the Seller's performance, and these evaluations may be made available to the public on the Neoafrica Site on which the sale was made. The following criteria are taken into account to evaluate the performance of the Sellers:

- The rate and times of acceptance of orders

- The rate of shipment within the time limits provided for in these T&Cs;

- The number of positive / negative / neutral evaluations received;

- Seller's detailed evaluations;

- The number of disputes closed in favour of the Purchaser for item not received or item received does not correspond at all to his description;

- The number of disputes that have resulted in compensation to the Purchaser. H. Shipping Costs The delivery of the Product is the responsibility of the Seller. Consequently, the latter alone determines the shipping costs. In the case of offers immediately withdrawn by the Seller, no delivery charges are applied, as the products are directly available at the collection point.

G. Credit card fraud.

Unless otherwise stipulated, Neoafrica will take charge of unpaid invoices resulting from credit card fraud as indicated in article 6.1 of the GCU. In this context, and in order to prevent such frauds, the Seller acknowledges and accepts that Neoafrica, at its sole discretion, may withhold for review, refuse to process, limit shipping destinations, stop and/or cancel any of the Seller's sales. The Seller shall entrust the refund of any Buyer to Neoafrica, which shall make the corresponding repayments to the Buyers concerned. In the event that the unpaid amount is assumed by Neoafrica pursuant to Article 6.1 of the GCU, Neoafrica shall indemnify the Seller up to the amount of the reimbursement made by the latter for the benefit of the Buyer. J. Sales and Delivery The Seller undertakes to:

- Sell and deliver its Products, in compliance with its legal and contractual obligations and its own terms and conditions of sale that it puts online on Neoafrica.

- Do not unilaterally cancel Sales;

- Cancel and refund the order in the event that the Purchaser exercises his right of withdrawal as referred to in the Purchasers' General Terms and Conditions on Neoafrica

- Provide Neoafricapar via its interface with information regarding the status of order processing and shipment (including tracking as soon as possible due to the shipping method used)

- Include a delivery note specific to the order with each shipment of the Products;

- Identify himself as the Seller of the Product on all packing slips or other information inserted in the Products and as the recipient to whom the Buyer may return the Product in question;

- Use only the Seller interface for all correspondence with Buyers and do not send any written or electronic correspondence directly to Buyers. K. Returns and Refunds The Seller undertakes to accept returns, repairs, exchanges and refunds relating to its Products in accordance with the legal and contractual guarantees attached to its Products, these General Terms and Conditions and the Purchasers' General Terms and Conditions on Neoafrica as well as any other online rules on Neoafrica at the time of placing the order by the Purchaser. In particular, the Seller shall not charge the Buyer any cancellation, return, retraction etc. fees in order to comply with Neoafrica's legislation and policy in terms of customer satisfaction and experience. For any return of Products by the Buyer as part of the exercise of its right of withdrawal, or for a reason not attributable to the Buyer (reference error by the Seller, non-compliant product, defective ¼), the Seller must implement one of the following 3 options at its discretion: - Have an address in France to which the Buyer can return his Product. or - Provide a prepaid label to the Buyer allowing the return of the Product at the Seller's expense, if the return of the Product must be made outside France; or - Refund the Buyer of the total amount of his order (including any outward carriage costs), without asking him to return the Product; the Seller will inform the Host Site as soon as possible of any event affecting the order (cancellation, refunds) by specifying the Products concerned. The Seller will refund the Buyer through its Seller interface. In addition to the legal rules applicable to the right of withdrawal and legal guarantees for products provided for in the Consumer Code and the Civil Code, the Seller shall pay particular attention to the following cases in which it undertakes, in accordance with its legal obligations, to reimburse the Buyer for the costs of returning the Products:

- Delivery or provision of a product different from the Product ordered (reference error);

- Delivery or provision of a damaged Product;

- Occurrence of a Product failure within 6 months of receipt. In the cases referred to above, the Seller undertakes, without reservation or conditions, to either: - Replace the good - Repair it - Offer a price reduction of the good or full refund if the Buyer wishes to cancel the sales contract The Seller undertakes to process the after-sales service requests under the warranty even if the commercial agreement is no longer active. Refunds must be made within the legal deadlines. In the event of no refund or repeated and unjustified delays in refund, Neoafrica shall have the right to terminate the Seller's registration with Neoafrica in accordance with the TOU or to apply any sanctions provided for in these TOU.

APPENDIX 2


-AMOUNTS DUE TO NEOAFRICA

A. Fixed costs : Subscription to the NEOAFRICA marketplace :

Accommodation Zero euros.

Neoafrica has the possibility to revise the amount of this contribution. In this case, it shall notify the Seller with 15 days' notice, the latter being free to accept it or to terminate its collaboration with Neoafrica Site under the conditions referred to in Article 2 "Scope - Amendments to the Conditions" of the GCU.

B. Variable costs :

Commissions applicable by category Commissions applicable by category Commissions payable to Neoafrica by any Seller for each sale of a Product made by it on Neoafrica, and provided that the sale to the Buyer is final, in particular with regard to the legal right of retraction, are an amount of 12%.

The commission rates apply to the amounts including VAT of the sales made, including shipping costs, and the commission thus calculated is exclusive of VAT.

Example :

- Product price :                  100 E INCLUDING VAT

- Shipping costs 2% 2 E including VAT


- 12% commission rate: 12 E excluding VAT

Amount of the Commission excluding VAT: (100 + 2) x 12% = 12,24 € HT


To which VAT applies: €12.24 excluding VAT + (€12.24 excluding VAT x 20% (VAT)) = €13.46 commission including VAT

APPENDIX 3



- IMPERATIVES OF DELIVERY CONDITIONS

The Seller freely defines the terms of delivery (home delivery, pick-up point delivery, in-store pick-up) and the preparation times for its Products, within the maximum time limits indicated in this Annex. The Seller must offer Buyers at least the delivery methods "tracking" and "recommended" for classic parcels, "Eco" for bulky parcels. The Host Site shall provide the Purchaser with estimated minimum and maximum delivery times for the Product, calculated on the basis of the preparation times for the Products announced by the Seller to the Host Site, as well as the transport times estimated by Neoafrica and defined in the article

2 . Preparation of Products For all categories of Products, the Seller must indicate a preparation time of between 1 and 10 working days. The Seller undertakes to deliver the package to the carrier before the end of the maximum preparation period announced by the Seller to Neoafrica.

21. Delivery The delivery time is calculated by Neoafrica according to the category of the Product, the delivery method chosen by the Seller and the Country of shipment indicated by the Seller to Neoafrica.

3. Sanctions Without prejudice to the provisions and sanctions provided for in the T&Cs, Neoafrica reserves the right to automatically refuse and/or suspend any advertisement or offer of a Product with delivery times or conditions contrary to these provisions.

 NEOAFRICAWORLD



GENERAL TERMS AND CONDITIONS OF SERVICE

Neoafricaworld is a set of services provided by Neoafrical for the benefit of professional sellers registered on the Neoafrica marketplace (hereinafter referred to as the Seller(s)); and at the request of the latter. These General Terms and Conditions of the Neoafricaworld Service provide for the contractual relationship between Neoafrica and the Seller who wishes to subscribe to this service. They govern access to and use of the entire Neoafricaworld service, which mainly includes: the reception, storage, preparation, delivery, and return of products (hereinafter the "Products"), sold by the Seller through the Neoafrica marketplace. By choosing to register for the Neoafricaworld service, the Seller undertakes to display at least 20% of the Products entrusted to the Neoafricaworld service on Neoafrica. By registering for the Neoafricaworld service, the Seller accepts, without reservation, to be bound by these Terms and Conditions of the Neoafricaworld Service.

1. Registration for the Neoafricaworld service:

Go to https://neoafrica.fr Legal entities registered with the Trade and Companies Register for companies domiciled in France and with any equivalent register for companies domiciled in the European Union or outside the European Union, and acting in the context of their usual professional activity, duly declared as such to tax and social security authorities, may apply for registration with the Neoafricaworld service. After having read and accepted these General Terms and Conditions of the Neoafricaworld Service, the Seller who wishes to subscribe to this service must complete the online form to open a Neoafricaworld account will notify the Seller by email whether or not he accepts his registration. The Seller must comply with the instructions available in these clauses. Any update of the instructions will be communicated to the Seller. The Seller must comply with the new terms within the time limits specified by Neoafrica.

2. Products eligible for the Neoafricaworld service:

The Seller shall provide complete information, in the format requested by Neoafricaworld, on the references of the Products that the Seller wishes to entrust to Neoafricaworld for the performance of all services. The Seller must promptly transmit and spontaneously update all information relating to its Products. For each new Product reference that the Seller wishes to entrust to Neoafrica, the Neoafricaworld service will confirm or not, its support agreement and will assign, in case of agreement, a Product reference number. Neoafrica may at any time refuse to include or maintain the Neoafricaworld service on one or more Products, in particular if Neoafrica believes that there is a risk of health, safety, or liability for, Neoafrica its employees or third parties. This duty does not in any way exempt the Seller from its liability.

3. Receipt of Seller's Products in Neoafricaworld warehouses:

Once Neoafrica has confirmed the registration of Product references in accordance with Article 2 above, the Seller shall follow the instructions to proceed with the delivery of its Products to Neoafricaworld warehouses, in accordance with the "Neoafrica WAREHOUSE DELIVERY CONDITIONS AS PART OF THE Neoafricaworld SERVICE in force, communicated by Neoafrica by e-mail The Seller must imperatively wait for confirmation of its delivery from Neoafrica validating the physical shipment of the Products before shipping its Products. The Seller or the agent of his choice, shall bear all delivery costs to Neoafrica warehouses, and shall make the delivery under his sole responsibility. Neoafrica draws the Seller's attention to the fact that, in accordance with the "Neoafrica WAREHOUSE DELIVERY CONDITIONS UNDER THE Neoafricaworld SERVICE", the reference assigned by Neoafrica must appear in the documents submitted by the carrier to Neoafrica at the time of delivery. Failing this, Neoafrica may refuse to accept the Products. The Seller undertakes to ship the Products in accordance with the Incoterm DDP (place of destination). The Seller is solely responsible for any loss or damage during transport, for the payment of the transport (including in the event of the carrier bringing an action against Neoafrica pursuant to Act No. 90-615 of 13 July 1990 "Gayssot Act"), customs duties, taxes and any other charges. Neoafrica shall not act and shall not appear under any circumstances as an importer, consignee, commission agent or recipient of the Products. Neoafrica reserves the right to refuse receipt of the Products if such mention appears in the documents provided by the Seller's carrier.

The Seller must ensure that all Products are properly packaged to protect them from damage or deterioration during transport and storage, in accordance with the "Neoafrica WAREHOUSE DELIVERY CONDITIONS AS PART OF THE Neoafricaworld SERVICE in force, as communicated by Neoafrica. Management, reception, preparation, shipping, delivery and customer service services for products managed by Neoafricaworld on demand.

4 PRICE :

These services for Neoafrica are invoiced per package according to the following rates:

2% per package. They will appear as delivery charges on the invoice to the seller.

Neoafrica has the possibility to review the amount of this contribution. In this case, it shall notify the Seller with 15 days' notice, the latter being free to accept it or to terminate its collaboration with Neoafrica Site under the conditions referred to in Article 2 "Scope - Amendments to the Conditions" of the GCU.