EUROPAGES SA, a limited liability company operating under French law with a share capital of 2 800,000 Euros, registered at Nanterre, no. B338 631 930, whose registered address is 127 avenue Charles de Gaulle, Neuilly-sur-Seine 92200 (hereinafter referred to as EUROPAGES), is the publisher of the www.europages.com site and all its translated versions (hereinafter referred to as the Europages Site).
This site comprises a range of services including the Europages Companies Directory, Europages Buy & Sell, Europages Public Procurement, Europages My Account and the Business Resources
Last update: november 22, 2006
The user company (hereinafter referred to as the User) acknowledges and accepts the Terms for the Use of the EUROPAGES Buy & Sell service (hereinafter referred to as "Buy & Sell") and the services associated therewith as set forth here below:

I. BUY & SELL: FREE USE

I.1 Purpose

Buy & Sell, also referred to as Euro TradeLeads™, is a service exclusively for companies, enabling them to post monthly offers of purchase and/or sale, and to come into contact with sellers and/or buyers.
The User is referred to as the "Seller" if it uses the Seller section and "Buyer" if it uses the Buyer section.
Buy & Sell also offers a range of services and information online collected under the Business Resources heading.

I.2 Functioning

The Buyer searches for and consults sale offers free of charge.
It may also post free of charge its own offers of purchase, set up alerts and manage its account provided it conforms to the free registration procedure as set forth in I.2.1.
The Seller searches for and consults purchase offers free of charge. It may also set up alerts and manage its account provided it conforms to the free registration procedure as set forth in I.2.1.
The Seller wishing to contact a Buyer must first register and take out a paid subscription via the Bonus pack as set forth in II.

I.2.1 Free registration procedure

The free registration offered to any User shall be valid for one (1) year.
The User shall complete the registration form and provide the following requisite informations:
. title, surname and forename, telephone and fax numbers, language chosen, company name and field;
. identifier (electronic address) and password, secret question and answer enabling the Seller or Buyer to retrieve the password should it be forgotten.
Click to consult our policy on the protection of private data.
An email shall then be sent to the User to ensure the electronic address provided is valid.
The User must then confirm registration by clicking on the link provided for this purpose in the email. The private data thus stored may be accessed and modified in My Account.
(Click to consult our policy on the protection of private data.)
Should the registration form be incomplete, EUROPAGES will be unable to proceed with the free registration.
The User shall guarantee the accuracy and the up-to-date character of the information forwarded to EUROPAGES on registration.
EUROPAGES shall however not be held responsible for any inaccuracy in the information forwarded by the User or the up-to-date character thereof.

I.3 Identifier and password

The User hereby undertakes to ensure the confidentiality of any identifier and password chosen and forwarded to EUROPAGES.
Use thereof shall be deemed to be made by the User itself.

II. PAID USE (the Bonus Pack)

II.1 Products on sale

The Bonus Pack comprises:
a subscription to Buy & Sell;
a subscription to Public Procurement.
You can subscribe for 12, 6 or 3 months.

II.2 Modes of paid subscription

Option 1: the Seller is already registered free.
Its identifier and password are requested.
Then, invoicing details and the VAT number must be sent.
The Seller then enters a secured session so as to proceed with the payment of the subscription charge.
Option 2: The Seller is not yet registered.
The Seller must follow the free registration procedure.
Then, invoicing details and the VAT number must be sent.
The Seller then enters a secured session so as to proceed with the payment of the subscription charge.
Payment may be made with the following credit cards: Delta, MasterCard, Eurocard, Visa and Laser.
The full amount of the order is debited from the account for which the corresponding credit card number has been forwarded to EUROPAGES. A bill is then sent to the User having subscribed.

II.3 Ordering

The order is placed by filling in the online form.
The Customer receives confirmation of its order by email at the address indicated at the time of registration. The Customer shall confirm this address when placing the order.

II.4 Invoicing

The Customer receives an invoice by email indicating all sums received.
In the event of an invoicing error, EUROPAGES undertakes to process the request within three (3) weeks of the receipt of the request.

II. 5 Accessibility

The services included in the Bonus Pack are accessible immediately after online payment has been accepted.

II.6 Taxes

The price of the Bonus Pack is indicated exclusive of taxes.

II.7 Cancellation and termination

The order may be cancelled no more than seven (7) days after the Bonus Pack is set in place. EUROPAGES shall strive to ensure the Customer is reimbursed within a reasonable time.
Beyond this limit of seven (7) days, the order shall be deemed active for the period of one year, and as such no reimbursement, full or partial, and no early termination shall be possible.
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III. PUBLICATION OF OFFERS OF SALE OR PURCHASE

III.1 Terms for the publication of an offer of sale or purchase.

To be published, the offer of sale or purchase must conform to the following requirements:
· respect the rights of third parties and rules in force, namely with regard to competition, advertising, brands, copyright, hazardous substances, import/export, etc.
· not to contravene public order and accepted standards;
. be drafted in English;
. be of a "business-to-business" nature, i.e. be intended for professionals;
. be an effective offer rather than the description of an activity.
Each offer is intended to promote, temporarily and by periods of thirty (30) days, a product or range of products in limited quantities (destocking, promotions, etc.).
. be different from other offers that may be posted by the Seller or Buyer (different references, different products);
. be part of a sector or field of activity compatible with its purpose. The User may contact EUROPAGES so that the latter may recommend which sector or field of activity should be selected.
All compulsory fields on the form must be completed.

III.2 Refusal to publish or modify an offer or a request

EUROPAGES may at any time refuse to publish any offer or request and/or remove any offer or request put online and may not be held liable, without prejudice to its other rights and remedies at law.
It may also modify and/or delete any part of the text of the offer or request.
The user expressly relinquishes any right to take legal action against EUROPAGES on this account.

III.3 Date of publication of an offer of sale or purchase

EUROPAGES shall strive to ensure that the offer of sale or purchase is put online within two (2) working days of its submission by email, without prejudice to the stipulations of Paragraphs III.1 and III.2.

III.4 Duration of online publication of a offer of sale or purchase

Each offer of sale or purchase remains online for one (1) month. Before the end of this period, the User shall receive an email offering to extend publication by 15 days or one month, or invitingit to submit a new offer of sale or purchase.

III.5 Non-exclusivity

The subscription to and the use of Buy & Sell confer no exclusivity upon any User.

III.6 General obligations of the User

The User hereby undertakes to refrain from hindering the smooth operation of Buy & Sell in any manner whatsoever.
More specifically, it shall ensure the throughput is not unduly overloaded and/or that no elements shall be transmitted that may be likely to damage, intercept and/or interfere with all or part of the Europages Site.

III.6.1 General obligations of the Seller

The Seller publishing its offer of sale on the Europages Site, in accordance with the indications or instructions provided by EUROPAGES, has sole responsibility for its offer, notably the information relating to the products and their prices, and the conditions of sale.
This offer shall comprise a description of the product on sale and the Sellers conditions of sale. The Seller hereby undertakes to provide an honest, objective and faithful description of the products.
It is incumbent upon the Seller to ensure the compatibility of its Terms of sale with the present Terms for the Use of the Buy & Sell service.
The Seller submitting and offer of sale or responding to an offer of purchase guarantees that it is the owner of the product and that it is authorised to negotiate and transfer ownership. More specifically, it shall ensure the throughput is not unduly overloaded and/or that no elements shall be transmitted that may be likely to damage, intercept and/or interfere with all or part of the Europages Site.

III.6.2 General obligations of the Buyer

The Buyer publishing its offer of purchase on the Europages Site, in accordance with the indications or instructions provided by EUROPAGES, has sole responsibility for its offer.
The Buyer shall refrain from submitting an offer of purchase or from replying to an offer of sale made in bad faith or fraudulently, and more generally, acting with any other purpose than the negotiation in good faith for the purchase of a product.

III.7 EUROPAGES' positioning

EUROPAGES may in no case whatsoever be held liable should part or all of the product sold or purchased infringe the intellectual property of a third party or any rules applicable, whether due to the quality and/or quantity of the product which is the purpose of the transaction.
EUROPAGES encourages all Users on Buy & Sell to check the reliability of companies with which they forge commercial relations and to proceed with payment only when the product has been received.
In no event shall EUROPAGES be held responsible for the establishment, performance or termination of a relation between Users.

EUROPAGES shall not be held responsible for the consequences of the use of inaccurate or incomplete information.
Through the Buy & Sell service, EUROPAGES shall in no event be held responsible for any financial or commercial prejudice suffered by any User, such as missed opportunities, loss of profit, loss of turnover, loss of orders, loss of data, loss of savings, any additional charges or tainting of image.
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IV. GLOBAL PROVISIONS

IV.1 Intellectual property rights

Europages and its logo are registered trade marks.
They are the exclusive property of EUROPAGES.
All editorial elements and contents of the Europages Site (notably trade marks, texts, graphics, logos, animations, etc.) are the exclusive property of EUROPAGES, with the exception of elements contributed by EUROPAGES' partners or other sites accessible via the Europages Site.
All rights of reproduction or representation of the Europages Site are reserved for all countries and for all media, present and/or future.
The User acknowledges that the downloading of addresses and information from the Europages Site for the purposes of constituting a database is prohibited.

IV.2 Copyright

In accordance with Act n° 98-536 of July 1 1998 transposing into the French Intellectual Property Code the European Directive n° 96/9/EC of March 11 1996 concerning the legal protection of databases, EUROPAGES is producer and owner of all or part of the databases making up the Europages Site with the exception of elements contributed by EUROPAGES' partners or other sites accessible from the Europages Site.
With regard to the database making up the Europages Site, the User hereby acknowledges that the data comprised therein is legally protected and, in accordance with the legal provision cited hereabove, shall refrain from:
extracting, reusing, storing, representing, reproducing or stocking, directly or indirectly, in any medium whatsoever, by any means and in any form whatsoever, all or any qualitatively or quantitatively substantial part of the contents of the databases on the Europages Site;
proceeding with the extraction or repeated and systematic reuse of qualitatively or quantitatively non-substantial parts of the contents of the databases on the Europages Site to which it may obtain access
when such operations manifestly go beyond the normal Terms of use.
Any attempt at fraudulent extraction shall be deemed to constitute infringement of copyright.

IV.3 Use of links to sites external to the Europages Site

Certain pages on the Europages Site contain links to external Internet sites having no partnership with Europages.
As EUROPAGES is unable to monitor all the contents of the Internet sites linked to the Europages Site, the User hereby acknowledges that EUROPAGES shall not be held responsible for any products, services and/or information available on and/or from such Internet sites.
EUROPAGES hereby encourages its Users to read the policy on the protection of personal data of each Internet site they consult.

IV.4 User's comments

EUROPAGES shall provide the User with the opportunity to make comments and suggestions concerning Buy & Sell.
The information they contain may be used freely by EUROPAGES, with no financial consideration for the User concerned.

IV.5 Security

EUROPAGES applies a set of measures designed to limit the risks connected with intrusion, piracy and the introduction of viruses into its servers and/or the Europages Site.
EUROPAGES is unable to offer an absolute guarantee of security, in so far as the Internet is an open network, by nature sensitive to such risks. The User of Buy & Sell hereby declares it is aware of said risks and accepts them.
In no event shall the liability of EUROPAGES be invoked for any injury and/or direct or indirect damage suffered by the User resulting from any interruption or malfunction of Buy & Sell and/or from the suspension and/or termination thereof or from the connection to the Europages Site.

IV.6 Equipment and connection charges

It shall be incumbent upon the User to install the appropriate equipment so as to access Buy & Sell. All costs relating to equipment, connection and transmission necessary for the use of Buy & Sell shall be borne exclusively by the User.
Furthermore, it shall be incumbent upon the User to take the appropriate measures to protect its own data and/or software stored on its computing equipment against any loss or damage. The User shall be solely responsible for the connection.

IV.7 Suspension of access to Buy & Sell

EUROPAGES may suspend access to Buy & Sell and/or to all of the Europages Site of any registered and/or subscribing User that may infringe the Terms of Use and more generally any legislation and/or regulation that may be applicable.
Such suspension shall not imply the liability of EUROPAGES, without prejudice to its other rights to take legal action, and shall be notified by email.
In such an event, EUROPAGES shall make no reimbursement, either full or partial, if the User has subscribed to a Bonus Pack.

IV.8 Application and duration of validity of the Terms of Use

The Terms of Use of Buy & Sell and the services associated therewith shall apply to the User upon connection to the Europages Site.
They shall prevail over all previous Terms of Use and may be amended at any time by EUROPAGES.
In such an event, the amendments shall be effective as soon as they are posted online.

IV.9 Jurisdiction

In the event of major difficulty or dispute between the User and EUROPAGES, the Parties hereto hereby agree to seek an amicable settlement.
Should this fail, any such dispute shall be submitted to the Nanterre Commercial Court.
The present Terms of Use shall be subject to French law.
Should the present Terms of Use be translated, the French version shall prevail over all others.

APPENDIX 1

intra-community VAT

Companies located within the European Union

The 6th European Directive of May 17 1977, amended in 1992, establishes the principle of intra-community VAT. The objective thereof is to simplify and develop exchanges, and to avoid companies being taxed twice, in their country of origin and in the country where they purchase goods or services.
Generally speaking, a purchase made abroad is subject to the regulations applicable in the country in which such purchase is made. However, if the importing company is based in the European Union and has a valid VAT number, a purchase ordered and received within the European Union is not subject to VAT in the exporting country.
To determine the country in which the VAT must be paid, the purchaser must provide the seller with its VAT number.
Thus, regarding purchases made from EUROPAGES, companies located in a European Union member state outside France and possessing a valid VAT number shall be exempt from paying French VAT.
As EUROPAGES's head office is located in France, French companies shall be subject to French VAT.
Companies located outside the European Union
EUROPAGES's prices are quoted exclusive of VAT. If the User is not based within the European Union, it must discharge the duties, taxes and excise relating to the importation of goods and services from France. The User is also bound to ensure that the importation of such goods and services does not infringe the laws in force in the importing country.

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