General Conditions of Use

1. Basic provisions

1.1

(“cnew”) operates an Internet platform (“platform”) under the domain www. cnew .fr and all associated subdomains, on which processed products of all kinds and other services ("products") of sellers and other third parties ("resellers") are offered and distributed and can be purchased by customers ("customers"; resellers and customers together also referred to as "users").

Apart from the provisions of the point, cnew only provides the technical conditions for concluding a contract using the platform. cnew does not become a contractual partner of contracts concluded exclusively between resellers and customers. The execution of contracts concluded using the platform is therefore exclusively between users.

1.2

These general conditions apply to all missions, orders and legal transactions between, on the one hand, cnew and, on the other hand, the users of the platform. By using the platform, the user declares his full agreement with these general conditions, the current version of which is accessible at any time on https://www. cnew .at/tos/ .

1.3

The general conditions of users which provide for provisions deviating from these general conditions or other contractual agreements between cnew and a user only apply if cnew has expressly submitted them in writing.

1.4

cnew reserves the right to modify these general conditions at any time and without giving reasons. Changes to the rates are only possible with the user's consent. These changes will take effect two weeks after the user has been informed of the change to these general conditions requested by cnew , unless cnew has not received a written objection from the user in the meantime.

2. Provision of the platform

2.1

Except for the provisions of point 3, cnew only provides the technical option to the platform users.

2.2

Contracts for products offered by resellers are concluded directly between the reseller and the customer; cnew is expressly not a party to contracts concluded between users. The users concerned are solely responsible for the execution of the obligations arising from these contracts.

2.3

Details, in particular the essential features of the products and services for users, can be found in the product descriptions and additional information on the platform. These details are provided exclusively by the dealers and are therefore - apart from the provisions of point 3 - no legally binding offer from cnew . cnew assumes no responsibility for information about the product itself, prices, availability or delivery times.

3. Sale of products by cnew

cnew also puts its own products on sale on the platform. Only in the case of products for which cnew is listed as a seller on the platform, the contract is concluded directly with cnew and cnew is responsible for the execution of these contracts.

4. Registration and Use for Resellers

4.1

In order to be able to use the platform's services as a reseller, the (potential) reseller is obliged to register on the platform and create a "shop" / reseller account.

4.2

The possibility to register as a reseller is only available to entrepreneurs as defined in §§ 1 to 3 UGB. cnew has the right, but not the obligation, to verify the reseller's entrepreneurial status before registration. cnew reserves the right to request proof of the (potential) reseller's status as an entrepreneur before and during the reseller's use of the platform.

4.3

Before registration, a first detailed meeting takes place between cnew and the reseller, during which, on the one hand, the reseller's suitability is verified and, on the other hand, the qualitative requirements of cnew are presented in detail. As soon as cnew has noted the reseller's suitability, cnew sends the reseller the reseller guide, the quality charter and the T&Cs to the email address provided by the (potential) reseller.

4.4

If the reseller accepts the quality requirements of cnew , the content of these general conditions, the reseller's guide and the quality charter, he can register to use the platform by following the link https://apply. cnew .io . By submitting his data as part of the registration process, the reseller accepts the validity and content of the T&Cs, the reseller guide and the quality charter.

4.5

Once the “store” / reseller account is created, cnew sends the reseller the access data to the platform. It is only at this moment that the contract for use of the platform enters into cnew and the reseller comes into effect. cnew is free to refuse to conclude the contract, in particular with regard to the products offered by the reseller.

4.6

The reseller is required to immediately inform cnew of any changes to the data (e.g. company name, address), but, however, no later than two weeks after the respective change, in writing or by e-mail to the following address seller@ cnew .com .

4.7

Resellers are obliged to keep the access data of the "shop" / reseller account secret and not to pass them on to third parties. Resellers must immediately report to cnew any misuse and any other unauthorized use by third parties. Until receipt of this notification, each access and each action or use of the services associated with its “shop” / reseller account is attributed to the reseller.

4.8

The reseller is not permitted to use the platform to promote products that are to be purchased outside the platform or to include such advertising measures (e.g. flyers) in the shipping packaging.

5. Registration and use for customers

5.1

During the ordering process, customers have the option to create a customer account and thus use the platform.

5.2

To do this, the customer selects the desired product, clicks on the "Buy now" button and enters his data. Before pressing the "Order with obligation to purchase" button, the customer has the option at any time to correct or delete his entries or to cancel the registration and purchase by closing his browser window or selecting the "back" function in his browser.

5.3

By clicking on the button "Order with obligation to purchase", a customer account is automatically created and acceptance of these general terms and conditions is given. However, no contract is concluded between the dealer and the customer. The customer only submits an offer to the dealer, which cnew (as a messenger) transmits to the reseller. The reseller decides independently whether to accept the offer. The contract between the customer and the reseller is concluded upon shipment of the ordered products.

5.4

Each customer is required to keep the customer account data secret and not to pass it on to third parties. Each customer must immediately report to cnew any misuse or other unauthorized use by third parties. Until receipt of this notification, each access and each action or use of the services associated with its customer account is attributed to the customer.

5.5

The order process is based on the information provided by the dealer. The processing of the order and the transmission of all information required in connection with the conclusion of the contract take place by e-mail and are partly automated. The customer must therefore ensure that the e-mail address provided by him is correct, that the receipt of e-mails is technically ensured and, in particular, is not prevented by spam filters.

6. Administration of user accounts, termination

6.1

The contract for use of the platform is concluded for an indefinite period.

6.2

cnew has the right to temporarily block a reseller or terminate the contractual relationship with a reseller at any time with immediate effect and to delete his reseller account if he publishes illegal content or content that violates the general terms and conditions of the platform. All this also applies in the event that a reseller fails to comply with his obligations towards cnew or towards customers, in particular the 14 obligations under these general conditions.

6.3

In the event of illegal behavior or violation of the general conditions by customers, cnew may also temporarily block customer accounts or terminate the contractual relationship and permanently delete their account.

6.4

cnew will take into account the legitimate interests of the user when selecting measures and will justify the blocking or deletion of the user in text form.

6.5

The user has the possibility at any time to have his account deleted by notifying cnew as text (e.g. email).

6.6

The right of both parties to extraordinary termination remains unaffected.

7. Prices and payment options for customers

7.1

Simply using the platform is free for customers.

7.2

All payments for Products are made through payment service providers (i) Stripe or (ii) PayPal, depending on the payment option offered by the Reseller and the Customer's choice.

7.3

In collaboration with Klarna Bank AB (publ) , Sveavägen 46, 111 34 Stockholm, Sweden, (“Klarna”), payment on invoice and on account are also possible, with payment being made to Klarna. Further information on these payment methods can be found at (LINK) . By choosing one of these payment options, the customer agrees to Klarna’s terms of use, which can be found at (LINK). Klarna processes personal information in accordance with the information contained in the Klarna data protection provisions .

7.4

Unless otherwise specified for the individual payment methods, payment claims for the concluded contract must be paid immediately.

7.5

The prices indicated in the respective offers as well as the shipping costs represent the total prices. They contain all price elements including all applicable taxes.

7.6.

Cnew uses Hyperwallet payment services to provide you with payments. These payment services are subject to Hyperwallet Terms of Service https://www.hyperwallet.com/agreements-terms/ and Hyperwallet's Privacy Policy https://www.hyperwallet.com/agreements-privacy/ .

8. Prices and billing methods for resellers

8.1

The reseller pays a commission to cnew for each product sold on the platform. The commission amount is based on the current price list within the reseller guide. cnew reserves the right to change commissions or the scope of services at any time. All resellers will be informed of these changes by e-mail or other electronic information system at least 30 days before the changes come into effect. Resellers have the option to terminate the contractual relationship with cnew within these 30 days. If the right of termination is not exercised by the reseller until the changes are legally effective, the changes are deemed to have been effectively agreed. The changes also include products already listed on the platform at the time of legal validity.

8.2

The prices given by cnew to resellers in the current price list are final prices. They contain all price elements, including all applicable taxes.

8.3

At the end of the calendar month, the reseller receives an invoice by e-mail and can download it directly via the reseller login interface. All sales of the corresponding period are included in this invoice. Contracts from which a customer legally withdraws in accordance with the current consumer protection regulations are not entitled to a commission. Any overpayment or underpayment will be offset the following month.

8.4

Depending on the choice of payment service provider, the commission invoicing takes place as follows:

(i) In the case of payments via Stripe, Stripe pays the sales commission directly to cnew and the remaining gross sale price, including shipping costs, is transferred to the reseller within the time period indicated in the seller's guide;

(ii) For payments via PayPal, the gross sales price, including shipping costs, goes directly to the reseller. Sales commissions incurred will be invoiced collectively to the reseller within 45 days of the end of the month. The reseller must pay this amount to cnew within 14 days of receipt of invoice.

8.5

In the event of late payment, the dealer will be charged the statutory late payment interest in accordance with Section 456 UGB. In addition, the dealer must reimburse all reminder and collection costs as well as legal and court costs incurred in pursuing the claims.

8.6

Resellers are prohibited from circumventing the pricing structure of cnew . Business and consequential business outside the platform, which was initiated on the platform, is also covered by the commission agreements specified in the reseller guide. If the requests regarding the purchase or sale of products outside the platform come from cnew via the messaging system, the respective dealer must immediately report them and forward them to cnew , which is entitled to a commission for these transactions.

9. Promotional actions

9.1

cnew has the right to advertise all products offered by the reseller as well as individual product groups by means of discount campaigns and/or promotional actions.

9.2

As part of these discount campaigns and/or promotional actions, customers can purchase the products sold through the platform at a lower price.

9.3

The resulting loss of earnings for the reseller can be compensated by cnew against existing commission claims against the reseller or credited directly to the reseller. A balance in favor of the reseller, which after three months could not be offset by commission claims from cnew , will be paid to the reseller within 30 days.

10. Availability of the platform

10.1

cnew provides the platform with an availability of 99% on average per month.

10.2

Excluded are times used to maintain the platform servers and any downtime for which cnew is not responsible. Regular maintenance windows of the servers of cnew are Sundays from 2:00 a.m. to 6:00 a.m.

11. Copyright of cnew

11.1

The content available on the Platform is primarily protected by copyright or other proprietary rights and belongs to cnew or the reseller who made the content available. All content available on the platform itself is possibly protected as databases or works constituting databases under Article 40f of the Copyright Act.

11.2

No part of the Platform may be systematically extracted and/or reused without the express written consent of cnew . In particular, no data mining, robots or similar data gathering and extraction programs may be used to extract parts of the Platform for reuse, whether once or multiple times, without the express written consent of cnew . In addition, no own database containing essential parts (e.g. prices and product information) of the platform cnew , may not be created and/or published without the written consent of cnew .

12. Responsibility for content and exemption from liability

12.1

The platform may not be used to offer, distribute or sell goods or services whose acquisition is prohibited by law, violates the rights of third parties (e.g. copyright) or goes against the morality and content of these general terms and conditions. In particular, the sale of the following product groups is also prohibited:

• Weapons and weapon accessories, including deactivated firearms, ammunition, hand grenades (even if sold as souvenirs), electrical discharge weapons, tasers and similar products;

• Pepper spray / CS gas and similar products;

• Data carriers of a pornographic nature or endangering young people, including those marked “Prohibited to minors” or “Reserved for persons over 18” as well as data carriers without marking in accordance with the respective legislation on the protection of young people;

• Articles primarily used for drug and cannabis consumption, such as bongs and chillums;

• Tobacco (in particular cigars, cigarettes, shisha tobacco, cigarette tobacco and similar products); and

• products which manifestly violate religious sentiments, criminal law norms, personal rights or other rights of third parties through appropriate symbols or representations or which are likely to violate them.

12.2

Cnew is not required to verify whether the offers published by resellers on the platform comply with the law. Each reseller is solely responsible for their accuracy, completeness and legality. In particular, cnew has no influence on the correctness, completeness and quality of the offers.

12.3

cnew reserves the right to block or temporarily remove content posted by resellers if such content is illegal or contrary to the terms and conditions.

12.4

Resellers may publish their own content on the platform. They undertake not to transmit any data whose content infringes the rights of third parties (in particular copyrights, name rights, trademark rights) or violates existing laws or is likely to have such an effect.

12.5

Except for the sale of products under point 3, cnew disclaims any liability in the product listing for the accuracy or completeness of the information and other details on the respective product contained in the product catalog. The reseller is responsible for the accuracy of the entire content of his offer. The reseller may request cnew that the information be corrected by email or telephone.

12.6

cnew disclaims any liability for the applicability of a contract concluded between a reseller and a customer via the platform, as well as for products offered under warranty, compensation, product liability or other legal provisions.

12.7

cnew is not responsible for price fluctuations and changes in the products offered by resellers on the platform. The customer cannot therefore assert any rights to benefits, discounts or other advantages against cnew .

12.8

Any reseller agrees to fully release and compensate cnew in the event that the latter is subject to legal or extrajudicial action in civil or criminal law, due to the content posted online by the reseller and thus published. The exemption also includes penalties, damages and all costs of legal defense and legal representation.

13. Right of withdrawal

13.1

Regardless of the possibility of deleting the user account at any time in accordance with point 6.5, cnew is legally obliged to inform customers of their statutory right of termination. Customers therefore have the possibility to withdraw from the contract on the use of the platform with cnew within 30 days of creating their user account without providing reasons using the termination form which can be consulted in point 19. The use of the termination form is not mandatory.

13.2

Customers may also exercise their right of withdrawal in relation to products sold by cnew in accordance with point 3. Customers have the possibility to withdraw from the contract concerning the products sold by cnew , within 30 days from the day on which they or a third party designated by them, other than the carrier, took possession of the goods sold directly by cnew , without giving reasons by using the withdrawal form available in point 19 below. The use of the withdrawal form is not obligatory.

13.3

In order to meet the withdrawal deadline, you simply need to send your notification of exercising the right of withdrawal before the end of the withdrawal period.

13.4

In the event of revocation of the contract, all payments, including delivery costs (with the exception of additional costs resulting from the choice of a type of delivery other than the least expensive standard delivery offered), will be made immediately and at the latest within fourteen days from the date on which cnew has received your notice of withdrawal from this contract. For this reimbursement, we will use the same means of payment as you used for the original transaction, unless expressly agreed otherwise with you; in no event will you be charged for this reimbursement.

13.5

Products received must be returned or given to cnew immediately and in any case no later than 30 days from the day on which the customer informed cnew of the revocation of this contract. The deadline is met if the products are sent before the expiry of the 30-day period. The return costs are borne by cnew .

13.6

For products purchased from resellers, point 14.2 applies.

14. Obligations of the reseller towards the customer

14.1

The reseller is responsible for the accuracy and completeness of the content offered by him on the platform as well as for the quality of the products offered. In particular, the product quality standards specified in the separately agreed quality charter must be respected.

14.2

Regardless of legal regulations that are more favorable to the customer, the dealer undertakes to grant the customer a 30-day right of withdrawal for products purchased on the platform. All legal information and other obligations (in particular according to the Distance Selling and Foreign Sales Act) as well as all associated consequences apply exclusively to the dealer and not to cnew .

14.3

Regardless of legal regulations that are more favorable to the customer, the reseller undertakes to offer the customer a 12-month warranty on these products for each product purchased on the platform. The reseller undertakes to repair or replace all defects that occur during the warranty period without the customer being at fault.

14.4

The reseller undertakes to provide professional support service in the respective national language for customer requests.

14.5

All obligations of the Waste Electrical and Electronic Equipment Directive or WEEE Directive 2012/19/EU on Waste Electrical and Electronic Equipment and all similar requirements or the following regulations apply exclusively to the reseller. The reseller is responsible for compliance with the legal requirements and cnew disclaims all liability.

15. Responsibility of cnew

15.1

If cnew is liable for damages in accordance with the statutory provisions, liability is limited to intentional fault and gross negligence. Any further liability on the part of cnew , in particular for slight negligence, atypical damage, loss of profit, damage caused by defects, indirect and consequential damage, damage to third parties, etc. is excluded. This applies unless otherwise specified in mandatory legal provisions (e.g. according to the Consumer Protection Act).

15.2

cnew assumes no responsibility for the compatibility of the Internet service with hardware or software, constant availability, viruses, misuse or damage caused by improper operation of the user due to inappropriate and used hardware or software, or malfunctions due to the Internet connection or resulting from the use of data or the Internet service. Users are also responsible for the links they use.

15.3

The reseller is responsible for the proper payment of all applicable taxes. cnew disclaims all liability.

15.4

Cnew declines all responsibility for damages due to force majeure (for example, strike, war, earthquake, epidemic).

15.5

If the user is an entrepreneur, the warranty period of cnew is one year old.

16. Assignment, right of retention and compensation

16.1

The assignment of receivables against cnew to third parties is only possible with the prior written consent of cnew . This applies in particular to a transfer of the user account to a third party.

16.2

The user may only exercise a right of retention if these are claims arising from the same contractual relationship. Resellers are only entitled to a right of retention against legally established or undisputed counterclaims.

16.3

The User may only set off against legally established or undisputed counterclaims.

17. Choice of applicable law, place of performance, competent jurisdiction

17.1

Austrian law applies to the exclusion of its reference standards and the UN Sales Convention. For consumers, this legal choice is only granted if it does not infringe the mandatory laws of the country in which the consumer regularly resides. (principle of favor).

17.2

The place of performance and legal jurisdiction are the registered office of cnew , unless this is contrary to mandatory legal provisions.

18. Final provisions

18.1

The ineffectiveness or impracticability of individual provisions shall not affect the validity of the remaining provisions of these general terms and conditions. The ineffective or unenforceable provision shall be replaced by an effective or enforceable provision that comes as close as possible to the former in terms of meaning and purpose, economically and legally. This also applies in the event of a loophole in the provisions.

18.2

The information, data, documents, business and commercial secrets, ideas, know-how, codes, etc. ("information") brought to the attention of the user in the context of the commercial relationship with cnew are subject to strict confidentiality - regardless of how these data were transmitted (electronic, paper, etc.). Excluded are information that is already generally known to the public or otherwise accessible to the public or that cnew expressly qualifies as non-confidential. The user is therefore prohibited from using confidential information outside the contractual purpose or making it available to third parties without authorization. Confidentiality is deemed agreed and continues to apply even after termination of the contract.