General Terms and Conditions of Sale to Professionals

Article 1 – Application, enforceability, acceptance of the General Conditions

These general terms and conditions of sale govern the commercial relationship between BLUEMOOOV Europe SAS (hereinafter “BLUEMOOOV”) and any professional, public authority, distributor or service provider within the meaning of Article L441-1 of the French Commercial Code (hereinafter the “Customer”). Any order placed with BLUEMOOOV for the supply of products (including accessories and spare parts) and/or services automatically entails the Customer’s acceptance of these terms and conditions, which constitute the sole basis for commercial negotiation in accordance with the provisions of article L.441-1 of the French Commercial Code. Any document and/or element emanating from the Customer (for example, its general conditions of purchase) shall only be enforceable against BLUEMOOOV if the latter has expressly accepted them in writing and after balanced negotiation between the Customer and BLUEMOOOV. In case of contradiction between the terms of purchase and/or contractual provisions proposed by the Customer and the provisions of these terms, the latter shall prevail.
The purpose of the present terms and conditions is to define the rights and obligations of the parties in the context of the online or offline sale of BLUEMOOOV products offered by BLUEMOOOV Europe.

Article 2 – Orders

The Customer places his/her Order online or by e-mail exchange, from the online catalogue, or its paper version, and by means of the form on the Site or by validation of a quote or an order form, all of which may be signed manually, online or electronically, depending on the technologies deployed by BLUEMOOOV at a given time. The Customer places his Order online or by e-mail exchange, from the online catalogue, or its paper version, and by means of the form that appears on the site or by validation of a quotation or an order form, all these means being able to be signed manually, online or electronically indifferently and according to the technologies deployed by BLUEMOOOV at a given time.

1. For the order to be validated, the Customer must accept, by clicking on the place indicated on the site, these terms and conditions or, in other cases, by signing the quote or the order form, which will constitute full and complete acceptance of these terms and conditions. The order is therefore materialised:
   1. either by an electronic acceptance which may or may not be confirmed by the sending of a confirmation email from BLUEMOOOV, in accordance with the conditions described below;
   2. or by the exchange of documents (electronic or paper) leading to the manual or electronic signature of a quotation or an order form shared between BLUEMOOOV and the Customer
2. Any Order implies acceptance of the prices and descriptions of the products available for sale. In certain cases, including non-payment, incorrect address or other problem on the buyer’s account, the seller reserves the right to block the buyer’s order until the problem is resolved.
3. In case of unavailability of a standard product ordered online, the buyer will be informed by e-mail. In this case only, the Customer shall be entitled to cancel the Order for this standard product within 24 hours, in the case where the Order refers to products specially developed or personalised for the Customer, or the Order was not made online (=via the website) or availability is not a problem, cancellation is not possible.
4. In all cases, orders are made subject to available stocks of each product. In addition, BLUEMOOOV retains the right to reduce or split any order that is abnormal in terms of quantity.
5. The quotes and price lists sent by BLUEMOOOV are exclusive of VAT and other taxes, insurance and shipping costs, unless explicitly stated otherwise. These costs, as well as any duties and / or other services to be paid in application of French or foreign regulations of any kind whatsoever, are payable by the Customer, in addition to the prices indicated on the quotations and / or the price list and may appear as separate items on the orders. Shipping costs, which may be modified at any time and without prior notice, are payable by the Customer.
6. In the event that a Customer places an order with BLUEMOOOV without having paid for the previous order(s), BLUEMOOOV may refuse to honour the order and deliver the goods concerned, without the Customer being able to claim any compensation whatsoever, for whatever reason.
7. For any question relating to the tracking of an order, the Customer should call +33 148 732 743, Monday to Friday from 10am to 5pm (Paris time – GMT+1) or use the email address: contact@bluemooov.com.

Article 3 – Delays

1. Les délais de livraison indiqués par BLUEMOOOV doivent être toujours considérés comme purement indicatifs. Les retards de livraison ou d’intervention ne peuvent justifier l’annulation de la Commande, ni donner lieu au paiement de pénalités prédéterminées.
2. BLUEMOOOV est dégagée de plein droit de tout engagement relatif aux délais dans les cas suivants :
   1. Les conditions de paiement n’auraient pas été observées par le Client
   2. Aléas techniques, défaillance des fournisseurs de BLUEMOOOV, défaillance du transporteur, force majeure,
   3. Inexactitude, retard ou défaut de renseignements à fournir par le Client, délai différé à la demande du Client,
   4. Plus généralement, toute cause indépendante de la volonté de BLUEMOOOV.

Article 4 – Delivery, transfer of risks

Unless otherwise specified in writing on the order form, delivery shall be effected when the products are made available to the Client (ex works unless otherwise stipulated on the order form). Unless otherwise specified in writing on the purchase order, delivery shall be effected when the products are made available to the Client (ex-works unless otherwise stipulated on the purchase order). Delivery transfers the risks to the Customer.

1. In the event that Bluemooov organizes shipping at the Customer’s request, BLUEMOOOV may, at its option, deliver the products in the same order in one or more shipments.
2. As a matter of principle, BLUEMOOOV does not make any declaration of value or interest and does not take out specific transport insurance unless expressly requested by the Customer, who is then responsible for bearing the cost and for finding out about any limitations of liability specific to the carrier concerned.
3. The products travel at the Customer’s risk, and it is the Customer’s responsibility to check the good condition of the products at the time of delivery. In the absence of reservations expressly formulated in writing by the Customer on the delivery slip at the time of delivery, the products delivered by BLUEMOOOV will be deemed to conform in quantity and quality to the order, the Customer being considered to have accepted the products.
4. Any delivery dispute must be reported on the consignment note and in the presence and agreement of the driver. A registered letter with acknowledgement of receipt must be sent within 24 hours of receipt of the order. The documents to be provided for the declaration of a dispute are the Delivery Note mentioning the disputed references as well as the signed consignment note where the reservations will be formally stipulated. The mention “Subject to counting” cannot be accepted. Otherwise, no delivery dispute will be taken into account by BLUEMOOOV and will therefore remain the responsibility of the Customer. Delivery disputes that do not include all of the elements mentioned above may not be subject to compensation by BLUEMOOOV.
5. No return of goods may be made by the Customer without the prior express written agreement of BLUEMOOOV (possibly by e-mail with a return validation formalized by BLUEMOOOV)
6. The cost of return will be borne by BLUEMOOOV only in the event that an apparent defect is actually found by the latter or its agent. When, after control, an apparent defect is actually found by BLUEMOOOV or its agent, the Customer may only ask BLUEMOOOV to replace the non-conforming items at the expense of the latter, without the latter being able to claim any compensation or the cancellation of the order.
7. The unconditional receipt of the products ordered by the Customer covers any apparent defect. Any reservations must be confirmed in accordance with the above conditions.
8. A complaint made by the Customer under the conditions and in accordance with the procedures described in this article does not suspend payment by the Customer for the goods concerned.

Article 5 – Reservation of ownership

BLUEMOOOV EXPRESSLY RESERVES THE OWNERSHIP OF THE PRODUCTS UNTIL FULL PAYMENT OF THEIR PRICE IN PRINCIPAL AND INTEREST, INCLUDING IN THE EVENT OF GRANTING OF PAYMENT EXTENSIONS AND IN THE EVENT OF RECEIVERSHIP, LIQUIDATION OF THE CUSTOMER OR ANY OTHER EQUIVALENT PROCEDURE. ANY CLAUSE TO THE CONTRARY, IN PARTICULAR INSERTED IN THE GENERAL CONDITIONS OF PURCHASE, SHALL BE DEEMED TO BE UNWRITTEN. PAYMENT WILL ONLY BE CONSIDERED AS HAVING BEEN MADE WHEN BLUEMOOOV HAS ACTUALLY COLLECTED THE PRICE.
By express agreement, BLUEMOOOV may exercise its rights under this retention of title clause, for any of its claims, on all of its products in the Customer’s possession, the latter being conventionally presumed to be those unpaid, and BLUEMOOOV may take them back at the Customer’s expense and risk, or claim them as compensation for all its unpaid invoices, without prejudice to its right to terminate current sales.
The Customer is authorised, within the framework of the normal operation of its establishment, to resell the goods delivered. However, it may not pledge them or transfer ownership of them as a guarantee. In case of resale, the Customer agrees to immediately pay BLUEMOOOV the part of the price still due. Authorization for resale is automatically withdrawn in the event that the Customer is placed in safeguard, receivership or judicial liquidation proceedings.
BLUEMOOOV may also require, in the event of non-payment of an invoice on the due date, the termination of the sale after sending a simple formal notice. Similarly, BLUEMOOOV may unilaterally, after sending a formal notice, draw up or have drawn up an inventory of its products in the possession of the Customer, who undertakes, from the outset, to allow free access to its warehouses, shops or others for this purpose, ensuring that the identification of BLUEMOOOV products is always possible.
Within the limits of the mandatory legal provisions, in the event of the opening of a safeguard, receivership or judicial liquidation procedure, outstanding orders will be automatically cancelled, and BLUEMOOOV reserves the right to claim the goods in stock.
This clause does not prevent the risks of the goods from being transferred to the Customer as soon as they are delivered (as defined in article 4.1) to the Customer.
Upon delivery, the Customer shall be deemed to be the custodian and guardian of the said goods. In the event of non-payment and unless BLUEMOOOV prefers to request the full and complete execution of the sale, BLUEMOOOV reserves the right to terminate the sale after formal notice and to claim the goods delivered. BLUEMOOOV, or any person mandated by it, will then have free access to the Customer’s premises to recover the goods in question.
Payments made by the Customer will be retained as a penalty clause.

Article 6 – Prices

The prices are indicated in euros and exclusive of tax. The prices do not take into account any delivery costs, which are invoiced in addition and indicated before the order is validated. The prices charged are those in effect on the date of the Customer’s order, subject to the provisions contained in BLUEMOOOV’s offer and the availability of products on that date. Unless otherwise specified in writing by BLUEMOOOV, the prices listed in its offers or quotations are valid for one (1) month from the date of their establishment and do not include packaging or transport costs, insurance and possible commissioning.
BLUEMOOOV reserves the right to change its prices at any time and any price change will automatically be applicable on the date indicated on the new prices.
Taxes are those in force at the time of invoicing and must be paid by the Customer. All costs, duties and taxes due as a result of the use of the product are the exclusive responsibility of the Customer. If one or more taxes or contributions, in particular environmental taxes, were to be created or modified, either upwards or downwards, this change could be passed on to the sale price of the products.

Article 7 – Invoicing – Terms of payment

The online provision of the buyer’s bank details or the final validation of the order shall be deemed proof of the buyer’s agreement and shall be deemed

1. payability of the sums due under the purchase order

AND

2. signature and express acceptance of all operations carried out. In case of fraudulent use of its bank details, the Customer is invited, as soon as this use is noticed, to write an e-mail to contact@bluemooov.com BLUEMOOOV will have the right, before the acceptance of any order, as well as during the execution, to require the Customer to communicate its accounting documents and, in particular, its cash flow, profit and loss accounts, even if provisional, allowing it to assess its solvency. In the event that the Customer refuses to pay in cash, without any sufficient guarantee being offered by the latter, BLUEMOOOV may refuse to honour the order(s) placed and to deliver the goods concerned, without the Customer being able to claim an unjustified refusal to sell, or to claim any compensation. In the event of non-payment of the invoice on the date set by the invoice, the sums due will be increased by late payment penalties calculated at the current ECB rate plus 10 percentage points; the penalties will be payable on receipt of the debit notice sent by BLUEMOOOV. The Customer will also be liable to pay a fixed penalty for collection costs of fifty (50) euros per unpaid invoice (article L. 441-10 of the Commercial Code). BLUEMOOOV reserves the right to claim additional compensation in the event that the collection costs incurred are greater than the amount of this fixed compensation. In addition, BLUEMOOOV shall have the right to suspend its deliveries and services and/or terminate the order in accordance with what is stated in article 11 below. No payment may be subject to compensation at the sole initiative of the Customer. In the event of an allegation by the Customer of a delay in delivery or non-conformity of the products delivered, the prior written agreement of BLUEMOOOV is essential, regardless of any provisions to the contrary that may appear in the Customer’s terms of purchase. Any set-off not previously authorised by BLUEMOOOV and, in particular, any set-off of a claim that is not certain, liquid and due, shall constitute a payment incident and shall therefore authorise BLUEMOOOV to demand immediate payment of the price of the products from the Customer, and in any event before they are delivered or made available, BLUEMOOOV also being entitled to refuse any new order and to suspend deliveries corresponding to orders in progress.

Article 8 – Warranty

1. Unless otherwise provided in writing by BLUEMOOOV, the products are guaranteed by BLUEMOOOV (excluding displacement) against any manufacturing defect for a period of twelve (12) months from the date of transfer of risk to the Customer.
2. The time required to repair and immobilize the product during the warranty period cannot have the effect of extending the warranty period referred to in paragraph 1 above, unless mandatory legal provisions to the contrary.
3. In any case, the products sold benefit from the legal guarantee provided for by articles 1641 and following of the civil code.
4. The warranty consists of the free replacement or repair in the workshop of the part or parts recognised as defective by BLUEMOOOV, to the exclusion of compensation for any other loss, it being specified that the Customer is responsible for the cost of returning the product (transport and insurance) to the workshop and for labour. The return of the equipment or repaired or replaced parts shall be borne by the Customer.
5. In accordance with article 9 below, subject to mandatory legal provisions, BLUEMOOOV does not assume any warranty, explicit or implicit, other than that expressly provided for in article 8 of these conditions. In particular, BLUEMOOOV makes no commitment or warranty as to the quality or performance of any product or service for any particular purpose.
6. The warranty applies under normal conditions of use. BLUEMOOOV may, at its option, repair the product with new or reconditioned parts, replace the product with a new one, or in any case, in good working order. The replaced defective parts will become the property of BLUEMOOOV.
7. Are excluded from the warranty:
   1. Defects and deterioration of products resulting from abnormal conditions of use or storage and/or conservation at the customer’s premises, particularly in the event of an accident of any kind.
   2. Malfunctions due to :
      1. failure to comply with the installation and use instructions
      2. a cause external to the product (shock, lightning, fire, vandalism, malevolence, water damage of any kind, contact with various liquids or any harmful agent, inappropriate electrical voltage, etc.)
      3. Modifications, adaptations or assemblies of the product made without written agreement from BLUEMOOOV
      4. a lack of routine maintenance, as described in the documentation supplied with the product, of supervision or care, poor storage conditions, or environmental conditions of the product (particularly those related to temperature and humidity conditions, effects of electrical voltage variations or even
      5. repair, intervention (total or partial disassembly or attempted disassembly of the product) or maintenance carried out by persons not authorised by BLUEMOOOV
   3. Damage resulting from insufficient packaging and/or poor packaging of the product returned to BLUEMOOOV
   4. Normal wear and tear of the product as well as wear and tear of accessories
   5. Products returned to BLUEMOOOV without its prior agreement
   6. Defects resulting from materials supplied or chosen by the Customer or from a design imposed by him
   7. The use of unsuitable accessories
   8. Our warranty also automatically ceases if the Customer does not notify BLUEMOOOV of the alleged defect within ten (10) clear days from its discovery. It is incumbent upon him to prove the day of discovery
8. Our warranty applies only to products that have become the property of the Customer. Our guarantee only concerns hidden defects. A hidden defect is defined as a manufacturing defect in the product that renders it unfit for use and that could not have been detected by the customer prior to its use. A design defect is not a hidden defect and our customers are deemed to have received all technical information relating to our products. Our warranty is limited to the replacement or repair of defective parts.
9. In cases of exclusion from the warranty as well as at the expiry of the warranty period, an estimate will be submitted to the Customer for acceptance before any intervention. The costs of repair and carriage (outward and return) covered by the accepted quotation will be invoiced to the Customer.

Article 9 – Liability

Subject to mandatory legal provisions, in particular under the Product Liability legislation, the total and cumulative liability of BLUEMOOOV, whatever the cause, is limited to the amount paid by the Customer to BLUEMOOOV for the order concerned.
Under no circumstances shall entitle the Customer to compensation from BLUEMOOOV for indirect and/or immaterial or moral damages, namely financial or commercial damages such as loss of profit, loss of order, operating loss, loss of earnings, damage to image, interruption of service, as well as damages of the same nature resulting from an action in claim directed against BLUEMOOOV by the Customer due to damage suffered by a third party.
IT IS THE CUSTOMER’S RESPONSIBILITY TO COMPLY, AT ITS OWN EXPENSE, WITH ALL APPLICABLE LAWS AND REGULATIONS IN THE COUNTRY OF USE AND/OR DELIVERY CONCERNING THE PRODUCT.

Article 10 – Termination of the Order

In the event that the Customer fails to fulfil any of its obligations under an order, in particular a failure to pay the price on the agreed due date, and fifteen (15) days after a formal notice by registered letter with acknowledgement of receipt has been sent to the Customer without success, as well as, subject to mandatory legal provisions, in the event of the Customer’s receivership or liquidation or any other equivalent procedure, the order will be terminated automatically and without judicial intervention if BLUEMOOOV sees fit.
In all cases, the Customer shall return at its expense the delivered and unpaid products in good condition and working order to any place indicated by BLUEMOOOV and pay to BLUEMOOOV on simple request of its part damages assessed at the price of the product and delivery costs on the day of the sale if the return of the product is impossible. This clause does not preclude the right of BLUEMOOOV to claim additional damages for the loss suffered.

Article 11 – Intellectual Property / Counterfeits

The sale of products by BLUEMOOOV does not grant the Customer any license or authorization whatsoever, even implicit, on an industrial or intellectual property right relating to the products in question. The Customer must not counterfeit BLUEMOOOV’s products in whole or in part.
The acquisition of products does not confer any right on the Customer to the trademarks, logos, visuals or distinctive signs (hereinafter “Distinctive Signs”) affixed to the products. The production by the Customer of any advertising message or promotional operation including the Distinctive Signs affixed to the products distributed by BLUEMOOOV is subject to the prior written authorisation of BLUEMOOOV. When BLUEMOOOV authorises the Customer to use the Distinctive Signs, the Customer undertakes to do so within the strict limits of the project for which this authorisation was granted and to scrupulously respect BLUEMOOOV’s instructions and all instructions for use.
The Distinctive Signs and elements of intellectual or industrial property incorporated in, marked on, or attached to the products, packaging or documentation supplied by BLUEMOOOV shall not be removed, modified or erased by the Customer.

Article 12 – Non-performance or partial performance

In express derogation of the provisions referred to in articles 1219, 1220 and 1223 of the Civil Code, the Client is prohibited from : In express derogation of the provisions referred to in articles 1219, 1220 and 1223 of the Civil Code, the Customer is prohibited from

1. Refuse to perform its obligation, even if BLUEMOOOV does not perform its own obligations and such non-performance is sufficiently serious for the Customer,
2. Suspend the performance of its obligations in a preventive manner
3. Request a reduction in price in the event of performance by BLUEMOOOV that it considers imperfect

Article 13 – Force majeure – Fortuity

Are considered as force majeure or fortuitous events, events beyond the control of the parties, which they could not reasonably be required to predict, and they could not reasonably avoid or overcome, insofar as their occurrence makes it totally impossible to perform the obligations.
In particular, the following are considered to be cases of force majeure or fortuitous events that relieve BLUEMOOOV of its obligation to deliver within the timeframe initially planned strikes by all or part of BLUEMOOOV’s staff or its usual carriers, fire, flood, war, production stoppages due to unforeseen breakdowns, the impossibility of being supplied, epidemics, thawing barriers, roadblocks, strike or disruption of energy supply, or disruption of supply for a reason not attributable to BLUEMOOOV, as well as any other cause of disruption of supply attributable to BLUEMOOOV suppliers.
In such circumstances, BLUEMOOOV will notify the Customer by email, within 72 hours of the date of occurrence of the events, the contract between BLUEMOOOV and the Customer being suspended automatically without compensation, from the date of occurrence of the event.
If the event lasts more than 30 days from the date of occurrence, the sales contract concluded by BLUEMOOOV and its Customer may be terminated by the most diligent party for the products concerned, without either party being entitled to claim damages.
This termination shall take effect on the date of the first presentation of the registered letter with acknowledgement of receipt denouncing the said sales contract.

Article 14 – Personal data – Confidentiality

Personal data are managed in accordance with the RGPD in application of our confidentiality charter accessible on the page “Confidentiality and personal data protection policy”
and protection of personal data” page https://www.bluemooov.com/politique-de-confidentialite/ of the www.bluemooov.com website.

Article 15 – Transfer

BLUEMOOOV is free to assign and/or transfer to a third party all or part of its rights and obligations towards the Customer, whether in return for payment or free of charge, in any form and for any reason whatsoever. For the purposes of this clause, any change of control (control being understood in the sense of article L.233 of the French Commercial Code), any contribution to a company, any merger, any takeover and, in general, any operation leading to a change of assets, as well as any operation leading to a change of control of the group to which BLUEMOOOV belongs, shall be deemed to be a transfer.

Article 16 – Applicable law, language, disputes

Only French law is applicable, the provisions of the Vienna Convention on Contracts for the International Sale of Goods, signed in Vienna on 11 April 1980, being excluded. The official language of the contract, both in exchanges and in the present contract, is French. Any translation or interpretation into a foreign language cannot serve as a legal basis and is therefore not admissible.
Except in the case of mandatory legal provisions to the contrary, all disputes relating to the application, interpretation and execution of these conditions or to the orders subject to them, even in the case of summary proceedings, third-party proceedings or multiple defendants, shall, in the absence of an amicable agreement, be under the exclusive jurisdiction of the courts of Créteil.
In addition, in the event of legal action or any other action to collect debts by BLUEMOOOV, the costs of summons, legal fees, as well as lawyer’s and bailiff’s fees, and all ancillary costs will be borne by the offending Customer, as well as costs related to or arising from the Customer’s failure to comply with the terms of payment or delivery of the order concerned.

Article 17 – Non-waiver and partial invalidity

The fact that BLUEMOOOV does not take advantage of any of these conditions at a given time shall not be interpreted as a waiver of the right to take advantage of them at a later date.
The nullity or inapplicability of any of the stipulations of these general conditions of sale shall not entail the nullity of the other stipulations, which shall retain all their force and scope. However, the parties may, by mutual agreement, agree to replace the invalidated provision(s).