GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE (B TO B)

EDITION FROM 01/11/2014

 

 1. Scope of Application

These General Terms and Conditions of Sale and Service shall exclusively apply to all liberal and commercial activities.

The following General Terms and Conditions of Sale and Service are intended to regulate the contractual relationship between BLEU JOUR and the Customer concerning any purchase made on the official Website.

Verifying your order by ticking the box provided and clicking on the “Submit” button, You accept fully the present General Terms and Conditions.

BLEU JOUR is asking You to read very attentively these General Terms and Conditions of Sale and Service before proceeding with any transaction on the official Website.

You agree to be bound by these General Terms and Conditions come into force when you submit your online application form, thereby confirming your intention to order products on the official Website.

The present General Terms and Conditions shall also apply in the case You decide to make your order through BLEU JOUR Customer Service, by filling out the online contract form available on the official Website.

The present General Terms and Conditions of Sale and Service exclude the application of any other General Terms and Conditions, except written acceptance of our part.

The present General Terms and Conditions can be modified by BLEU JOUR Company without prior notice.

It is your responsibility to check regularly these General Terms and Conditions of Sale and Service to stay informed of any possible modifications.

2. Orders

All Orders may be accomplished via the Internet on our official Website www.kubb.eu or via our Customer Service by e-mail, postal mail or telephone.

2.1 Website Orders

Your order will be confirmed by e-mail automatically generated by our Website and send to the e-mail address indicated during your account registration.

By choosing the payment method You validate your Order.

Your Order will be effective and treated by BLEU JOUR Company only after Banking confirmation.

Consequently, the Order is registered when the payment is validated and Client cannot cancel or modify this order.

2.2  Off-Site Order

For any Order made on the website of BLEU JOUR Company the sales quote will be sent by BLEU JOUR. The duration of the sales quote is 15 days.

Your Order will be treated only after the receipt of the sales quote regularized by Customer with the mention “Agreed and signed” and with the indication of chosen method of payment.

In compliance with the preceding article, your Order will be processed only when we receive a payment validation from the banking establishment.

2.3 BLEU JOUR Company Option to Refuse the Order

If the Client has a business relationship with BLEU JOUR Company, he may benefit from some payment methods agreed between the contracting parties. BLEU JOUR Company may refuse the Order in the case of late payment. In this case, if the contractual problem is caused by the Customer, this last will not be able to claim any refunding.

3. Price

All our prices are listed on our official Website.

Our sold products are invoiced at prices listed on the Website, unless there is a derogatory agreement resulted from prior agreement.

All prices mentioned in the sales quotes and sent to Client are valid:

- If the Order was made on the official Website, until the receipt of the Order Confirmation e-mail sent by the Company ;

- If the Order was made via any other Website, during the duration of the option granted to Customer (15 days).

 

Similarly, if the price of the goods is indexed on a currency, any variation from more or equal to 3% to the disadvantage of the society, in relation to the course of the currency applicable to the day of the Order, will be reflected the day of the invoicing.

All prices are in euros, VAT and all other taxes, transport and insurance costs are not included, ex warehouse of BLEU JOUR.

4. Payment

4.1 Cash payment

Any Order processed by Customer shall be paid in Cash in accordance with the provisions laid down in Article 2.

4.2 Ramped Payment

Ramped Payment of Order is accepted with BLEU JOUR’s agreement.

Ramped Payment may be authorized with regard to volume of the Order and/or in favour of a regular Client.

In that case all payments shall be paid in advance.

In case if BLEU JOUR Company accepts a payment by bill of exchange, it shall be proceeded only with an electronic bill of exchange.

If the ramped payment is granted by BLEU JOUR Company, the default of payment on its due date o makes exigible the entire price, Regardless of the previously agreed terms.

BLEU JOUR may retain the delivery of the goods due to non-payment.

In compliance with the measures laid down in Article L. 441-6 of the French Consumer Code, the penalties for late payment can be imposed on a debtor, if payment is not made on the day following the date of payment indicated on the invoice, non-exclusive all damages and complementary interests that the Company may reclaim. The interest rate on delay penalties is 5 times the legal interest rate.

In any event, it is agreed that in case of payment in instalments, the Sale is concluded with reserve of property for the benefit of the Seller, so that the transfer of the property to the purchaser is subject to the full payment of the price.

In the event of non-payment in whole or in part of the price at the date agreed, for any reason whatsoever, the Seller may proceed with the inventory of the goods to exercise the reclamation right.

5. Account Opening

To open your account You should submit the following:

-          Kbis extract (company identification) ;

-          Official letterhead ;

-          RIB ;

-          CEO’s Identity Card (double-sided)

6. Delivery

6.1 BLEU JOUR delivers its products at customer's address indicated in the Order Document.

Any dates quoted for delivery of the Goods are indicative only. The Delivery of product may be performed successively. When the Seller confirms shipment of the ordered goods, the risks are borne by the buyer.

As a result, BLEU JOUR Company is not responsible for any damage occurred with sold products, during the shippement.

6.2 It is important that You examine the delivered Product. Upon delivery the Customer shall check the condition of the packaging, number and content of parcel(s), as well as state of the goods. Consequently, any anomaly concerning the delivery (damage, product missing compared to the order form, damaged package, broken products...) will have to be imperatively indicated on the delivery order in the form of "handwritten reserves", accurate and complete and/or on the travel voucher and in the presence of carrier.

Customer should also confirm the anomaly in the emission of reserves by sending a letter with conveying notice of receipt within 3 (three) days of delivery listing the complaints. The copy of this letter, the copy of the delivery note and/or travel voucher have to be sent with the registered letter and the notice of receipt to BLEU JOUR Company within 7 days of the delivery. Customer is reminded that if it is not possible to perform this procedure within this time-period, any request for opening a litigation file will be irrevocably rejected, so that no recourse will be allowed against BLEU JOUR Company.

6.1 If the Client rejects the User License Agreement or all the Software Licenses provided and installed by BLEU JOUR, this last shall only accept the return of the product in its entirely (Product and Software) and only if this request was made within the determined time period. For all product returns Client shall put at the disposal of BLEU JOUR purchased Product and Software so that the Company could recover it the indicated date.

6.4 In the absence of the Client at the time of delivery, a second presentation will be carried out by the carrier or representative at the expenses of the Customer ; In the event of default of withdrawal to the indicated place, the equipment is generally returned to BLEU JOUR which reserves the right to dispose of the unclaimed equipment and to postpone the execution of the order left by the Client to a later date.

7. Software

7.1 softwares may be subject to a separate license, accompanying Software Support and all product guides, product manuals and other documents submitted to the customer during their installation or of their use. If the Customer requires any further information or needs a copy of these agreements, he is responsible to contact the producer or manufacturer before signing the contract with BLEU JOUR, in order to receive detailed information about the terms of use.

7.2 In the absence of license, accompanying Software, BLEU JOUR grants the Customer a non-exclusive license to necessary for accessing and utilizing  this Software. Software supplied or made available to Customer by BLEU JOUR, in the course of providing Services, may be used only during the Duration of Services and according to the Client's needs.

7.3 The following provisions shall apply to Software provided by BLEU JOUR in delivering services :

Customer shall not :

- Copy (except backup services), adapt, to grant a license, sell, give a sub-licence or transfer the Software ;

- Use this Software as part of management contract of Services ;

- Use Software beyond the authorized number of posts installed for users, simultaneous websites or other criteria specified in the documents of the applicable service

Customer is prohibited from:

- Attempting to gain unauthorized access to BLEU JOUR networks or equipments ;

- Attempting to probe, scan or test the vulnerability of a Software, network or system of BLEU JOUR Company ;

- Interfering or attempting to interfere with a Service provided to any User, host, or network

- Transmitting unsolicited mass e-mail messages or commercial messages ;

- Restricting, limiting or affecting the ability of any other person, regardless of anyone's intent, to use or benefit from Software (Except for the tools with security functions) ; Or restricting, limiting, disturbing or causing installation degradation used for the provision of services.

7.4 Customer concedes the right for BLEU JOUR to carry out an audit on the use of Software provided by BLEU JOUR during regular working hours. Customer is committed to cooperating with BLEU JOUR on the occasion of such an audit and to providing reasonable access to all information relating to the Software use.

8. Warranty

8.1 Unless otherwise stipulated, BLEU JOUR Company warrants that Seller branded Products conform to the specifications and free from material and workmanship defects for a period of 36 months following the date of the invoice (“Warranty Period”) and that brand spare parts are free from defects during a period of 90 days following the date of delivery or during the standard warranty period, whichever is longer. exercise of the option provided in clause 7.2 below, implies that BLEU JOUR Company disclaims any responsibility for any Warranty of this clause.

8.2 BLEU JOUR Company will repair or replace KUBB Brand Products not conforming to the Warranty laid down in Clause 7.1 on condition that BLEU JOUR was notified in writing of the alleged defects. If BLEU JOUR choses to replace these Products or KUBB Brand spare parts, in accordance with the Warranty laid down in Clause 7.1, BLEU JOUR has to deliver, at its own expense, Product or replacement parts to Customer at the address where it was delivered before. Customer shall take all measures reasonably necessary to deliver defective Products to BLEU JOUR for replacing and BLEU JOUR Is entitled to charge a fee to the customer If such products or defective parts were not returned on request.

8.3 BLEU JOUR ensures that Delivery and Services conform to the Service Documents and that the Service was carried out with reasonable skill and care during the applicable Service Period.

The timeframes given in Service Documents may vary, without liability for BLEU JOUR, according to geographic location, accessibility of a product and availability of spare or replacement parts.

8.4 BLEU JOUR shall not incur any liability under the warranty stipulated in Clause 7.1 in the following circumstances :

- For any default arising from the normal use, intentional damages, negligence, abnormal operating conditions, Non-compliance with the instructions of BLEU JOUR Company, modifications or misuse, for maintenance or adjustments of Products and/or Software without the approval of BLEU JOUR Company ;

- For any Products, Software, Deliverables, Support or Equipment non-manufactured or for BLEU JOUR Products for which the customer is only entitled to the benefit of the applicable warranty granted by the manufacturer or supplier to BLEU JOUR ;

- For any type of damages, defects or wears by giving written notice to BLEU JOUR and/or the Customer continues to use Products and/or Software through a letter prescribed in Clause 7.2.

8.5 BLEU JOUR does not guarantee that all the Products, Software, Deliverables or Services provided by third party can operate in accordance with specific configuration, even if this configuration was discussed with BLEU JOUR. Customer shall ensure the confidentiality and safety of his data.

8.6 It is expressly agreed that the Seller will not be responsible for hidden defects guarantee in accordance with the provisions of Article 1641 of the Civil Code.

8.7 Service may be provided by telephone or Internet depending on the nature of the problem. Telephone calls may be recorded for information purposes. Client shall provide our personnel the courtesy and cooperation so they can to provide the highest quality Services sufficiently. All phone and postal charges incurred by the customer remain at its load.

9. High-risk Activities

Customer acknowledges that all the Products, Software, Deliverables and Service are not designed or intended for use in hazardous environments requiring an operation at integrated security, including, but not limited to, operation of nuclear facilities, air navigation and communication systems, air traffic control, weapon systems, resuscitation devices or any other application in which the failure of the Products, Software, Deliverables and Service could lead directly to death, personal injury or severe physical or environmental damage. BLEU JOUR disclaims all warranties, express or implied, the suitability of its products or Services to High-risk Activities.

10. Privacy

Each party shall ensure the strict confidentiality of information received from the other Party.

11. Force Majeure

Events of Force Majeure have independent, unforeseeable and irresistible character to the will of Parties. These events are not binding on the responsibility of Parties. Force Majeure events are: strikes, acts of terrorism, wars, problems affecting suppliers, transport or manufacturing, currency fluctuations, acts of the public authorities, natural disasters. Force Majeure events are examined by the jurisprudence of the French courts and tribunals.

12. Export Law Compliance

12.1 Customer acknowledges that all the Products, Software, Deliverables and Service provided in accordance with this Agreement are subject to United States and EU export laws and regulations. However, these laws and regulations may be executed in countries outside of the United States or the European Union or outside of the country's borders where the customer or the customer's products located and may be subject to the export laws and regulations in force in the country where the Products, Software, Deliverables or Service rendered or received.

Under those acts and the regulations, Products, Deliverables, Software and Service, purchased in accordance with the terms of this Agreement, shall not be sold, rented or transferred to users or countries that are subject to restrictions. Moreover, Products, Deliverables, Software and Service shall not be sold, rented transferred or used by an end-user engaged in activities related to weapons of mass destruction, including those related to the design, development, production or use of nuclear material, nuclear facilities or nuclear weapons, missiles or the support of missile projects, or chemical or biological weapons.

12.2 The customer declares that none of the software it provides and uses in the framework of the products, Deliverables, Software or Service does not contain encryption or, to the extent that it contains encryption, such software is the subject of an authorization for the export without a license. If the Customer cannot make the previous statement, he undertakes to provide to BLEU JOUR all necessary information to obtain the export licenses of the French Government or of any other national government competent and to provide to BLEU JOUR an additional assistance, where appropriate, to obtain these licenses.

Notwithstanding the above, the Customer remains the only responsible for obtaining the necessary licenses relating to the software export. BLEU JOUR may also require Software Export Certificates from the Customer.

12.3 The acceptance by BLEU JOUR of any order of Products, Deliverables, Software or Service is subject to the issuance of all licenses of export required by the French authorities or by any other competent authority. BLEU JOUR is not responsible for delays or failure to deliver the products, deliverables, software or services resulting from the failure of the Customer to obtain such license or to provide such certifications.

12.4 Customer undertakes to indemnify, defend and preserve BLEU JOUR against any claim, demand or prosecution of third parties, based on the actual violation or alleged by the Customer of the legislation related to the Export applicable.

 

13. Resolutory Clause

If in the month which follows a notice sent by the company by registered letter with acknowledgment of receipt, to the client, of having to adjust the remaining sums due, the latter has not acquitted, the sale will be, therefore, solved of full right and will be able to open right the allowance of damages to the profit of BLEU JOUR Company, in addition to delay penalties provided in Article 3.2

14. Compliance with the WEEE Directive

BLEU JOUR Company is responsible for the conformity with the Directive 2002/96/CE on Waste Electrical and Electronic Equipment (WEEE), including, in particular : the Declaration of electrical and electronic equipment placed on the market, the payment of ecological taxes to the competent authority. The Products deposited at collection facilities will be recycled by BLEU JOUR in accordance with the European WEEE (Waste Electrical and Electronic Equipment) Directive.

The Customer shall undertake to return Products to BLEU JOUR collection facilities designed in accordance with WEEE Directive Recycling Program.

15. Jurisdiction and Applicable Law

All litigations relating to the conclusion, interpretation or execution of this General Terms and Conditions of Sale and Service contract are governed by French Law and are within the competence of the Jurisdiction of TOULOUSE Appeal Court.