GENERAL TERMS AND CONDITIONS OF SALE
ARTICLE 1 – OPPOSABILITY
The following General Terms and Conditions of Sale (G.T.C.) are
systematically sent or given to each professional client to enable
him to place an order.
The act of placing the order implies total commitment to the
present GTC. Only the special sales conditions expressly
approved by PUZZLE UP in writing can prevail on the following
GTC.
Any condition contrary opposed by the client will be
unenforceable in the absence of express agreement from
PUZZLE UP, at whatever moment it may be.
PUZZLE UP reserves the right to modify its GTC. The applicable
GTC shall be those in force at the time the order is placed. The
fact that PUZZLE UP does not cite one of these conditions at a
given time may not be interpreted as a waiver of the right to cite
it later.
ARTICLE 2 – OFFERS / ORDERS
2.1 PLACING AN ORDER ON INTERNET AND STAGES
In order to place an order, the client has first to fill his shopping
cart after selecting products and quantities he may want.
The client then click on the « Commander » (i.e. Order) button
and fills the destination informations and payment method.
Before clicking on the ”Confirmer la commande” button (i.e.
Confirm Order), the client is able to check the details of his order
and the price, and if needed return to the previous pages to
cancel or correct orders. The confirmation of order involves
acceptance of the GTC and establishes the sales contract.
PUZZLE UP sends to the client a receipt of the order
electronically, as soon as possible.
2.2 OTHER ORDERS
The purchase order to PUZZLE UP is required to include the
quantity, references of the products, agreed price, payment
terms, and collection or delivery date.
2.3 NATURE OF THE ORDER
When the order is placed, the purchase will become binding and
irrevocable only after PUZZLE UP’s written and express
approval. PUZZLE UP will be bound by orders taken by its
employees only after its written and express approval. The order
is personal to the client and may not be transferred without
PUZZLE UP’s written and express approval.
2.4 ORDER CHANGE
No modification or cancellation of a purchase order shall be
possible after reception of an order and its approval by PUZZLE
UP.
ARTICLE 3 – PRODUCTS
3.1 PRODUCT FEATURES
The client is informed of the essential characteristics of the
products (tablet, tablet’s support and pre-programmed PUZZLE
UP’s software) on the website before placing his order, in
particular via a catalogue of the products and/or PUZZLE UP’s
website. Photographs and graphics associated with the products
presented on PUZZLE UP’s website do not have any contractual
engagement.
3.2 STOCK AVAILABILITY
Product offerings and prices are valid as long as supplies are
available. In case of unavailability of the product ordered,
PUZZLE UP will inform the client at the earliest.
PUZZLE UP will refund the sums paid with a time lower or equal
to 3 months, unless the goods concerned are again available.
Apart from the refund, the client shall have no claim.
ARTICLE 4 – DELIVERY / SUPPLY
4.1 PRODUCTS DELIVERY
Delivery shall be effected by providing the goods directly to the
client or made available by simple notice. Deliveries are global or
partial. Delivery times are indicative. Late deliveries may not give
rise to any damages, deductions or cancellations of orders.
Deliveries are ex works unladen at the client’s expense and risk,
who shall, in the event of any damage or missing item, record
any necessary remarks in the 3 days following the delivery in
accordance with article L.133-3 of the French commercial code.
The order will be sent to the address indicated by the client on
the purchase order. In case of a typing error from the client, new
shipment shall be borne by the client.
4.2. SUBSTANTIAL CONDITION
In every instance, delivery on time can be made only if the client
is up to date of his obligations to PUZZLE UP.
ARTICLE 5 – GUARANTEE
5.1. PRODUCTS GUARANTEE
The products will be guaranteed as stipulated by the
manufacturer.
PUZZLE UP cannot give any other warranty.
5.2 DISCLAIMER OF GUARANTEE
In the event of :
– a visible fault, – any outside intervention without PUZZLE UP
prior approval, – improper use, – material and environmental
change, – improper operation, – fault.
ARTICLE 6 – PRICES
The products are supplied at prices prevailing at the time of the
order. In the absence of any special written agreements, prices
are valid for a maximal period of two months.
All the prices are in euros, excluding expenses of packing and
value added tax, shipping and insurance. Any tax, any duty, any
right or other benefit payable under French regulations, or those
of an importing or a transit country will be paid by the purchasing
client. Transport costs are always for the account of the client.
Additionnal transport/delivery/postals costs (and any other
eventual fees supported by PUZZLE UP) which are known before
the order is placed are fixed on the purchase order.
ARTICLE 7 – CONTRACT TERM (SUBSCRIPTIONS)
The service access contract dealing with subscriptions in relation
to the pre-programmed PUZZLE UP software running on
tablet(s) is concluded, when signed, for an indefinite period, and
shall come into effect as from the date of delivery of the first
tablet.
ARTICLE 8 – BILLING
PUZZLE will draw up an invoice in accordance with article L. 441-
3 of French Commercial Code for each delivery and issue when
it is made.
ARTICLE 9 – PRICES AND TERMS OF PAYMENT
9.1. TERMS
9.1.1 Materials:
Payment shall be made in full within the order confirmation.
Bank transfer on PUZZLE UP account or credit card may be used
for payment.
9.1.2 Subscriptions:
Payment corresponding to subscriptions shall be payable before
the 5 of the month, counting from the month following the date
on which the relevant contract takes effect and/or is signed.
This payment shall be realized by pre-authorized SEPA debit
feature, or a another online payment platform (Sripe or Mollie),
or via credit card or a paypal account.
Accordingly, the client further undertakes to provide PUZZLE UP
with any prior banking authorization if needed.
9.2. LATE OR DEFAULT OF PAYMENT
In cases of late or non-payment of bills, PUZZLE UP may
suspend all pending orders and subscription without damages to
any other course of action.
Any not paid sum, when due appearing on the invoice, will result
in the application of the following penalties, without any prior
notice being necessary:
– a minimum fixed sum of 40 €, as compensation for recovery
costs, which may be raised on presentation of justification of
expenses from PUZZLE UP;
– a penalty equal to available rate applicated by the BCE at its
more recent refinancing operation, charged with an additional
rate of 10%, for the first semester of the year concerned shall be
the rate in force on 1 January of that year, and for the second
semester the rate in force on 1 July;
– interest at the legal rate plus 5 per cent, as from the date the bill
was originally payable.
These penalties will be due on simple request from PUZZLE UP
and will cancel any previous price cuts.
In the event of non-payment, if forty-eight hours elapse after
notice has been provided without any result, the contract shall
automatically be cancelled without prejudice of any damage and
interest claims.
Cancellation shall apply not only to the order in question but also
to any prior orders that are unpaid, whether or not deliveries have
been made or are being delivered, and whether or not payment
for them is due.
In the event of payment using a commercial paper, failure to
return the paper shall be considered to constitute refusal of
acceptance comparable to failure to pay.
In all the above cases, the sums that may be due for other
deliveries, or for any other reason, shall become payable
immediately if PUZZLE UP does not opt to cancel the relevant
orders.
The client shall provide compensation for all expenses incurred
due to the disputed recovery of sums owed, including the
professional fees for legal officials. Any invoice recovered by a
legal department will be increased as penalty, not reducible, to
an indemnity equal to 20% of the due sums
Under no circumstances may payments be suspended or be
subject to any compensation whatsoever without PUZZLE UP’s
prior agreement in writing. Any partial payment shall be attributed
firstly to the non-preferential part of the debt, and then to the
sums that have been outstanding for the longest.
ARTICLE 10 – RISKS
The risks and responsibility for the products purchased shall be
transferred at the time and place of shipment or availability.
ARTICLE 11 – RETENTION OF OWNERSHIP
The goods covered by this contract are sold subject to retention
of ownership: transfer of ownership is conditional on the
purchaser providing full payment of the price by the agreed
deadline. These measures do not prevent the transfer to the
client, from the delivery, of the risks of loss and deterioration of
the sold goods as well as damage which he could cause.
The client will have to sign an insurance guaranteeing the risks
been born as from the delivery of the goods. As long as the price
has not been paid, the client must retain the products sold subject
to retention of ownership in such a manner that it cannot mixed
up with products of the same nature from other vendors.
Failing in these obligations, PUZZLE UP shall request a
replacement product or refund.
In case of intervention of a third party on the product, the client
will necessarily have to inform PUZZLE UP immediately about it
in order to allow the latter to make opposition to it and to protect
its rights. Attachment or pledging of the goods by the client is not
permitted. Resale of products is prohibited as long as there are
not fully paid. Any change, alteration or modification of the
product is strictly forbidden. Breach of the prohibition will allow
PUZZLE UP to repossess the product. PUZZLE UP will be able
to choose to benefit or not of the retention clause.
When PUZZLE UP does not opt for the contract termination, full
price becomes due as of right for payment immediately, products
and software will be returned after full payment.
When PUZZLE UP opts for the contract termination, the sale will
be resolved as a matter of right, after a prior notice remained
without result.
In any of the events envisaged, the costs of the procedure shall
be borne by the client and will be increased as penalty, not
reducible, to an indemnity equal to 20% of the due sums.
This penalty is cumulative with that due with respect to article 9-
2.
The penalty can be fully or partly compensated with the accounts
already been made.
ARTICLE 12 – LIABILITIES
PUZZLE UP accepts no liability for damages to the user or to
third parties resulting from the products, even if it may have been
advised of the possibility of such damages.
ARTICLE 13 – TERMINATION AND ITS CONSEQUENCES
13.1 Instigated by PUZZLE UP
In addition to the cases provided hereinbefore, PUZZLE UP shall
suspend his services, including supply of goods of subscriptions
when the client fail to meet his contractual obligations.
Suspension of the subscription can be made after a prior notice
has been provided without any result in 15 days.
PUZZLE UP shall then terminate the contract without any new
prior notice, 15 days after the suspension of the subscription
remained unfruitful.
13.2 Instigated by the client
The client is free to cancel the contract at any time. Any month
that has begun is due and shall be billed by PUZZLE UP.
13.3 Termination effects :
Termination of the contract includes termination of any
subscription by the client. In the event of termination, the due
sums become then at once due.
ARTICLE 14 – LICENSED SOFTWARE.
Tablet’s delivery and/or any subscription is accompanied by a
licensed PUZZLE UP’s software.
The licence is granted to the client exclusively for its use on
tablets supplied by PUZZLE UP.
The client declares and acknowledges he – as long as his legal
representative or vicarious agents and his own clients – knows of
the software’s specific terms and conditions of use, of which a
copy was given
In case of termination of the contract and/or termination of the
subscription, the client will have to certify in a written form to
PUZZLE UP, within 8 calendar days, that he has ceased all use
of the software and that he has erased or destroyed any copy of
the software and manuals and documentation accompanying the
sotfware.
ARTICLE 15 – JURISDICTION / DISPUTE
The parties shall look for a mutual agreement before any action
of dispute. THE COURTS OF STRASBOURG WILL ALONE
HAVE JURISDICTION, EVEN IN SUMMARY PROCEDURES,
to deal with all disputes between the parties, unless PUZZLE UP
prefers to submit his case to any other competent jurisdiction.
ARTICLE 16 – MISCELLANEOUS
The nullity of a clause of the GTC shall not entail the nullity of
another clause or of the GTC in its entirety.
ARTICLE 17 – PROCESSING OF PERSONAL DATA
Personal data is collected or processed for the purpose of the
maintenance of the contractual relationship and for commercial
purposes.
Some informations are compulsory and necessary for order
processing. Failure to complete a mandatory field might
compromise the processing.
Personal data submitted are processed in a computer file, and
shall be retained only as long as necessary for the fulfillment of
those purposes except:
-in case the client is opting for the removing of data concerning
himself, in the conditions described hereinafter;
-a further retention period is allowed or imposed by any law.
During this period, PUZZLE UP will be establishing a policy that
will ensure data privacy and security.
The access to personal data is strictly limited to PUZZLE UP’s
staff or subcontractor.
The subcontractor shall use the data only in accordance with the
PUZZLE UP’s agreement and law applicable.
In the other cases, PUZZLE UP undertakes not to sell, transfer
or lease the client’s personal data to any third party, without his
prior approval except when dully requested (by legal or
regulatory requirement, ….)
Under the French law of the 6th January 1978 – modified by
French law of the 6th August 2004 – relating to computing and
personal freedom, the client is entitled to access, to rectify or to
delete any information referring to himself or to lodge a complaint
before the CNIL.
The client shall adress his complaint to PUZZLE UP’s customer
service at : « SAS Puzzle Up, 1 rue de la glacière, 67300
SCHILTIGHEIM »
The client shall consult the CNIL’s website (http://www.cnil.fr) to
gather any information about personal data matter.
Registered data may be used to construct consumption statistics
and provide tailored offers to consumers.
ARTICLE 18 – LANGUAGE AND GOVERNING LAW
The contract shall be governed by, and construed