Terms of sales

These general conditions govern the sales contracts entered into with the company Marine-Label, hereinafter called "the seller".

Marine-Label, company with a capital of 7,622.45 euros, is domiciled in Le Sapt, 42660 Saint-Genest Malifaux, France.

It was registered on July 7, 1998 by the Chamber of Commerce of Saint-Etienne, France, under the number SIRET 420 399 669 00027.

Overview

Any order placed near the seller implies the prior acceptance of these general conditions, which can only be amended by special conditions formally accepted by it before communication of the order. Apart from such acceptance, the fact that the seller does not require or does not apply at a given time any article of these conditions cannot be interpreted as a waiver to avail itself of it later.

The present constituting, according to article L441-6 of the french commercial law, the basis of the negotiation, no general conditions of purchase can oppose it, whatever the moment of its communication.

These general conditions are made freely available to potential customers of the seller. Mention of their existence and of this address is given on the order forms made available.

Objects of sale, warranty and limitation of liability

The seller offers for sale rights to use software, training and services for the exclusive use of professionals.

• Rights of use of software
  With regard to the delivery or the provision of software, the transfer of ownership relates only to the right to use this software, to the exclusion of any right of distribution, republication, integration, modification, loan, rental or resale. Specific restrictions and conditions, specific to the owner of the distribution rights of each marketed software, are likely to limit this right of use; they are grouped together in a license agreement available before sale on simple request, the subscription of an order entailing their acceptance.
  The possible absence of a device physically limiting the right of use does not authorize the exceeding of the limits set contractually for this right. The buyer guarantees the seller against the actions of its employees and of the people it allows to use the software, if these actions contravene the aforementioned provisions.
  Additional supplies, specific to the owner of the broadcasting rights, may be offered to extend the right of use, for example the right to update in future versions. In the absence of such a supplement, the liability of the seller is limited to supplying or making available for one month by Internet download of the most recent version or sub-version made available by the owner of the broadcasting rights.
  The seller cannot be held liable in the event of direct or indirect, incidental or subsequent damage - including loss of profit, loss of data or other economic or non-economic damage - resulting from the use of the software or its inability to use , the purchaser being required to verify the results obtained by the software with regard to their practical consequences in a material environment that the seller can only simulate at best.
  Subject to compliance with the present, any special conditions and the terms of this license agreement, as well as a general obligation to protect the property of others, the seller guarantees buyers against any recourse, by anyone, for unauthorized use.
• Training and technology transfer
  With regard to the sale of training, the responsibility of the seller is limited to the provision of the buyer, at the times and places fixed, of a specialized trainer who has prepared his intervention according to the needs which will have been expressed to him. br> The training materials made available to trained persons are assimilated to documents as described in the paragraph "Services" and are subject to the same conditions.
• Services, specific developments
  With regard to the delivery or the provision of documents or files corresponding to a specific use, the transfer of ownership relates only to the right to know these documents or to use these files, excluding any right to distribute, edit, lend, rent or resell them.
  The seller is only bound by an obligation of means, the purchaser being required to verify the information provided with regard to the results obtained in practice in a material environment that the seller can only simulate at best.

Price

The prices of the supplies are listed by tariffs communicated on request or consultable by telematic means. An estimate or a pro forma offer will be sent in response to any request, whatever the reason - price not appearing on the price lists, particular circumstance justifying a request outside the price list, etc. - insofar as this request makes it possible to identify unambiguous the need and the buyer.

The prices thus communicated are:

• under the economic conditions of the day of their establishment
• excluding VAT and any delivery costs
• supply in accordance with the information sheets made available or, in the case of the provision of a service, in accordance with the description attached to the offer
• packaged or packaged as needed
• supply made available at the address of the seller or by download from an address on a website, or as an email attachment

In the event that the delivery entails customs obligations or in the event that the means of payment, excluding authorization to debit on a bank card, entails a specific bank deduction, the purchaser undertakes to cover all the costs which result whether or not they have been assessed or identified prior to ordering.

No retention of guarantee can be applied if it has not been provided for in the special conditions of sale.

Time limit

In what follows, we call "announced deadline" a deadline communicated in a general way, outside of a precisely defined situation. A "conventional deadline" is a deadline communicated in a specific way, according to a precisely defined situation.

Delivery or performance times are announced to the best of the seller's knowledge or estimates, as they are likely to depend on circumstances beyond its control or organization, such as the actual date of the order, non-working days or public holidays, unforeseen absence of a key person, newly emerging circumstance or case of "force majeure".

In the event that an offer is announced as "available" without being able to be delivered immediately, an order confirmation request will be sent to the buyer to explain the difficulty encountered, inform him of the conventional deadline and allow him, if he wishes, to cancel his order and immediately recover any amount paid in support thereof.

When an offer is ordered for which a deadline is announced, the buyer will receive an order acknowledgment as soon as possible confirming or specifying the conventional deadline. The buyer will only be justified in requesting the cancellation of his order if the conventional deadline is greater than twice the announced deadline.

When an offer is ordered for which a conventional delivery time has been proposed, the buyer will only be entitled to request the cancellation of his order and the reimbursement of the sums already paid if the delivery time appears to be greater than twice the conventional deadline.

When the performance of the service requires asking the buyer a question, whether or not this question was provided for when ordering, the waiting time for the response will be deducted from the completion time to measure the registration thereof within the agreed time(s).

When the implementation schedule provides for staggered payments, the waiting time for these payments after a call for funds will be deducted from the implementation time to measure the registration of the latter within the agreed time(s).

When a case of "force majeure" occurs during a completion period, the time of its effect will be deducted from the completion time to measure the registration of the latter within the agreed deadline(s).

Orders

Orders can be subscribed:

• by communication of an order form specific to the buyer, provided that it makes it possible to identify without ambiguity the need, the buyer and any special conditions desired by the buyer. The general conditions of sale forming, according to article L441-6 of the Commercial Code, the basis of the negotiation, all general conditions of purchase will be deemed unwritten
• by entering a form provided by the seller
• by formal acceptance of a quote or pro forma offer previously communicated by the seller.

Each order received by the seller will be subject to a compliance study which will be followed up as soon as possible:

• either delivery or availability
• either the sending of an acknowledgment of receipt confirming or specifying the understanding that at the seller of the order and the delivery or availability deadline
• or sending a request for clarification necessary for the continuation of the sale. This dispatch suspends the agreed delivery time until the clarification is communicated
• or sending a confirmation request in the light of specific circumstances. This dispatch suspends the agreed delivery period until confirmation is communicated
• or, in the event of absolute impediment, sending a notice of refusal explaining this

In the event of cancellation of an order by the buyer during the agreed delivery period, the sums collected by the seller will be automatically acquired by him as compensation.

Deliveries

The sale is made on the premises of the seller, regardless of the means of collection or delivery chosen by the buyer from the list of means offered. The date of the sale is that of delivery or that of notification to the buyer of the availability.

Access to availability is guaranteed for one month after invoicing. Buyers are advised to make their own backup of the software for which they may have acquired the right to use, because new versions may require the seller to withdraw old ones.

Each delivery is accompanied by a voucher or an invoice specifying the number and the nature and extent of the supplies delivered, as well as the order references.

In any case, delivery on time can only occur if the buyer has fulfilled all his obligations with regard to the seller.

The delivery operations are at the expense and expense, risk and peril of the buyer, who is responsible for checking the number and condition of the files delivered upon receipt. In case of lack, damage or damage, the buyer must inform the seller as soon as possible.

In case of purchase from or delivery to a territory outside the European Community, the buyer agrees in advance to pay any customs fees that may be claimed by a competent authority due to the delivery.

Invoices

Invoices will be drawn up and dated the day of delivery or availability, in accordance with the requirements of French commercial law.

They mention the payment, provided that it was made when ordering, otherwise the deadline and the deadline for payment.

Invoices are communicated to the customer by addition to the delivery or by email, or, on request, by post.

Payments

In the absence of a specific condition previously accepted by the seller, payment will be made when ordering by check, bank transfer or authorization to debit by credit card. Checks will be expressed in euros and drawn on a bank branch domiciled in France. International transfers will be established "all costs borne by the payer".

Payments on order, or, in the event of special conditions granting a payment period, advance payments, will not give rise to any right to discount on the agreed price.

In the case of payment on order, the amount paid will not constitute a deposit until after the seller has sent an acknowledgment of receipt of the order specifying the contractual deadline. The acknowledgment of receipt of order, the delivery note - provided that the delivery is addressed to the person invoiced - as well as the invoice will bear the mention of the prior payment(s).

In the case of deferred payment, exceeding the agreed payment period will automatically result in a claim for late payment penalties, the evolving amount of which will be calculated according to the duration of the delay, the amount remaining due and at a rate equal to one and a half times the legal interest rate. This debt may be claimed by the seller or by any other company to which this seller has assigned its debt or has entrusted its collection. In the latter case, the buyer undertakes to pay, in addition to the principal, the costs, expenses and fees ordinarily and legally payable by him. The transfer of ownership will only become effective after full payment of the agreed price and any costs and penalties for exceeding the deadline.

Cancellation clause of sale

Any order is accepted in consideration of the situation of the buyer at the time of the order. It follows that if this situation were to change between the date of the order and the date of performance of the service, the seller would be justified either in demanding full payment before the service or in terminating the sale.

Title retention clause

The responsibility for the rights of use and the immaterial elements sold is transferred to the purchaser upon delivery, but he will only acquire full ownership of them after full payment of the principal price, costs and accessories.

Compensation clause

In the event that the buyer is otherwise creditor of the seller, each party agrees that all mutual debts and claims are related and offset each other, even if the conditions required by law for legal offsetting are not not all together.

Applicable law and attribution of jurisdiction

These general conditions, as well as all relations between the seller and its customers, are subject to French law.

In the event that one of the provisions would be declared illegal by a competent authority, said provision would simply be deemed unwritten, all other provisions retaining binding force between the parties.

The commercial court of the registered office of the seller, or its president in the event of summary proceedings, will have sole jurisdiction for all disputes relating to the interpretation or execution of these presents, even in the event of multiple defendants.< /p>