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General conditions of sale

Effective date: 01/09/2016

General conditions of sale and provision of services of the company LOKE COMPOSITE

Article 1. Purpose

1.1 These general terms and conditions of sale and provision of services (hereinafter, the “GTCS”) define the conditions of sale of products (hereinafter, the “Products”) and provision of services (hereinafter the “Services”) by the Company LOKE COMPOSITE (hereinafter, “LOKE COMPOSITE”).

  • LOKE COMPOSITE’s customers are professional customers (hereinafter the “Professionals”) or consumers (hereinafter, the “Consumers”), (hereinafter together, the “Customers”).
  • ATTENTION: Certain provisions of the General Terms and Conditions are only applicable to Consumers or Professionals depending on the case. In any event, Consumers benefit from all the rights and advantages that the law grants them.
  • LOKE COMPOSITE and the Client are collectively referred to as the “Parties” or individually as the “Party”.

1.2 Any Order (as defined below)/request from a Customer to LOKE COMPOSITE implies unreserved acceptance of the GTCS, express waiver of any possible general conditions of purchase as well as any other prior document or exchange relating to the Order, or subsequent and not formalized by an express amendment, written and signed by both Parties.

Article 2. Orders

ATTENTION: ANY ORDER REQUIRES PAYMENT.

2.1 In the event that the Client wishes to use the Services of LOKE COMPOSITE to design a specific Product, LOKE COMPOSITE also sends the Client a technical offer (hereinafter, the “Technical Offer”) established on the basis of the specifications established by the Client (hereinafter, the “Specifications”).

  • For any order, the Customer returns to LOKE COMPOSITE a purchase order accompanied by the General Terms and Conditions and the Technical Offer, where applicable, duly dated and signed (hereinafter, an “Order”).
  • Unless otherwise agreed in advance in writing between the Parties, any Order must be accompanied by the payment of a deposit of 10% (ten percent) of the Price of the Products subject to the Order (hereinafter, the “Deposit”).
  • An Order is deemed valid and accepted by the Customer after receipt of the elements referred to in the previous Article and the actual collection of the Deposit by LOKE COMPOSITE.

2.2 LOKE COMPOSITE confirms acceptance of the Order by returning a signed copy of the aforementioned order form to the Customer by post or email.

Article 3. Right of withdrawal

3.1 The provisions of this Article 3 are only applicable to Consumers and only in the event of an Order placed outside an establishment or at a distance within the meaning of the Consumer Code, and under the conditions provided for by the latter.

3.2 Right of withdrawal

  • Within the limitations provided for in Articles L121-16 et seq. of the Consumer Code, the Consumer has the right to withdraw the Order without giving any reason within a period of fourteen (14) days.
  • The withdrawal period expires fourteen (14) days after the day on which the Customer, or a third party other than a carrier possibly designated by the Customer, takes physical possession of the Product.
  • To exercise the right of withdrawal, the Customer must notify LOKE COMPOSITE, at the contact details indicated at the bottom of this document, of their decision to withdraw from the Order by means of an unambiguous declaration.
  • A (non-mandatory) model withdrawal form provided for in Article R221-1 of the Consumer Code is attached hereto.

3.3 Waiver

  • The Consumer may request that the execution of the Service begins before the end of the fourteen (14) day withdrawal period provided for in Article L.221-18 of the Consumer Code by checking the box below:
  • / Client Initials: ___________
  • The Customer is informed that by checking this box, (i) he expressly waives his right of withdrawal if the Service is fully performed before the expiry of the aforementioned fourteen (14) day period, or (ii) undertakes to reimburse LOKE COMPOSITE an amount corresponding to the costs incurred by LOKE COMPOSITE up to the date of receipt of the notification referred to in the previous Article, in proportion to the total Price of the Order.

3.4 Effects of withdrawal

  • Within the limitations provided for in Articles L121-16 et seq. of the Consumer Code, the Consumer has the right to withdraw the Order without giving any reason within a period of fourteen (14) days.
  • The withdrawal period expires fourteen (14) days after the day on which the Customer, or a third party other than a carrier possibly designated by the Customer, takes physical possession of the Product.
  • To exercise the right of withdrawal, the Customer must notify LOKE COMPOSITE, at the contact details indicated at the bottom of this document, of their decision to withdraw from the Order by means of an unambiguous declaration.
  • A (non-mandatory) model withdrawal form provided for in Article R221-1 of the Consumer Code is attached hereto.

Article 4. Prices and taxes

4.1 The unit prices of the Products, as well as any possible Price reductions, and any additional costs that may be payable by LOKE COMPOSITE, are communicated to the Customer by LOKE COMPOSITE, in euros, excluding taxes and any taxes included where applicable, and excluding external charges of any nature (hereinafter, the “Price”).

4.2 The Price does not include any taxes that may be required by any competent authority in the world with regard to the conditions of transport and the delivery address. Where applicable, these additional costs will be borne by the Customer, in addition to the Price.

Article 5. Payment conditions

  • 5.1 Invoices are sent by any means, electronic or postal, and payable within thirty (30) days of the invoice date. No discount is granted in the event of early payment.
  • 5.2 Invoices are payable by check (made payable to “LOKE COMPOSITE”) or by bank transfer (to the bank details provided on the invoice).
  • 5.3 In accordance with the provisions of Articles L.441-3 and L.441-6 of the French Commercial Code applicable only to Professionals, any late payment automatically results in the application of late payment interest equal to three (3) times the legal rate, increased by five (5) percentage points, as well as a fixed compensation for recovery costs of forty (40) Euros (increased by the actual recovery costs upon justification if these costs exceed forty (40) Euros); without prejudice to the rights of LOKE COMPOSITE to seek compensation from any competent court for the costs incurred to recover from Consumers any sum not paid in good time.

Article 6. Delivery/Transfer of risks

  • 6.1 LOKE COMPOSITE ensures delivery to the address indicated by the Consumer within sixty (60) days following the conclusion of the Order. The transfer of risks to the Consumer occurs at the time when the latter, or any third party designated by him other than the LOKE COMPOSITE carrier, takes physical possession of the Products.
  • 6.2 The transfer of the risks of loss and deterioration of any Product to a Professional will be carried out upon departure of the Products from the premises of LOKE COMPOSITE located at the address indicated at the bottom of these presents or from its service provider established within the European Union ensuring production, the latter traveling at the risk and peril of the Customer, who may, in the event of damage, make any claim to the carrier under the conditions of article L.133-4 of the French Commercial Code, and undertakes to simultaneously send a copy to LOKE COMPOSITE. In the absence of special conditions, the delivery of any Product is carried out “Ex Works” (Incoterms 2010 – International Chamber of Commerce) from the premises referred to in the previous Article. By express agreement between the Parties, the Products are deemed delivered (hereinafter, the “Delivery”), when they are made available to the Professional in the premises referred to in the previous Article. In this case, LOKE COMPOSITE informs the Customer of the availability of the Products, with a notice period of ten (10) working days. The Customer has a period of ten (10) working days from this notification to proceed with the withdrawal.
  • 6.3 Upon Delivery, LOKE COMPOSITE shall communicate to the Customer in the Product delivery package and by email the conditions of use and maintenance of the Product (hereinafter, the “Conditions of Use”), which also appear on the LOKE COMPOSITE website [www.lokefoil.com].

Article 7. Reservation of ownership

  • 7.1 The transfer of ownership of any Product is subject to full compliance with the General Terms and Conditions and to the effective collection of the full Price by LOKE COMPOSITE, even in the event of the granting of special payment conditions.
  • 7.2 The Customer shall not dispose of any Product until its Price has been fully collected by LOKE COMPOSITE.
  • 7.3 The Customer undertakes to oppose LOKE COMPOSITE’s retention of title to third parties in all circumstances, and in particular in the event of a claim, seizure or collective procedure.

Article 8. Intellectual Property

  • 8.1 LOKE COMPOSITE Products are unique and result from the work, creativity and exclusive know-how of LOKE COMPOSITE. LOKE COMPOSITE is the owner or vested with all intellectual property rights relating to the Products and in particular, but not limited to, the copyright relating to any original creation within the meaning of the Intellectual Property Code, any patents relating to all or part of the Products and the brands held by LOKE COMPOSITE. The Customer acknowledges and accepts that the Order does not entail any transfer or concession to its benefit of the intellectual property rights of LOKE COMPOSITE whatsoever.
  • 7.2 The Customer shall not dispose of any Product until its Price has been fully collected by LOKE COMPOSITE.
  • 8.2 Unless LOKE COMPOSITE has given its prior express written consent and without prejudice to the rights granted to it by applicable law, the Customer is not authorized (i) to reproduce and/or represent all or part of the Products and/or their image and/or any distinctive sign of LOKE COMPOSITE, and (ii) to declare and/or file applications for protection under intellectual property law relating to all or part of the Products and/or their image, before any authority whatsoever, including abroad.

Article 9. Legal and commercial guarantees

  • 9.1 Commercial guarantee

    9.1.1 The Products are subject to a manufacturer’s warranty on parts and labor (excluding wear parts, such as screws, fixing inserts, etc.) for twelve (12) months from Delivery. In the event that the warranty is invoked, the Customer shall inform LOKE COMPOSITE within fifteen (15) days of discovering the defect, by email to the address contact@lokefoil.com, which will inform them of the procedure to follow.

    9.1.2 Subject to the applicable mandatory provisions, any warranty is excluded in the event of (I) non-payment of the Products by the Customer, (II) abnormal use and/or use not in accordance with the General Terms and Conditions and/or legislation and/or the intended use and/or the Conditions of Use of the Products, (III) modification or alteration of the Products, (IV) combination of the Product with one or more elements whatsoever not supplied or certified by LOKE COMPOSITE, (V) intervention by a third party not authorized by LOKE COMPOSITE for a repair and/or any operation relating to the Products, (VI) negligence of the Customer, or (VII) force majeure.

    9.1 Commercial guarantee

    9.1.1 The Products are subject to a manufacturer’s warranty on parts and labor (excluding wear parts, such as screws, fixing inserts, etc.) for twelve (12) months from Delivery. In the event that the warranty is invoked, the Customer shall inform LOKE COMPOSITE within fifteen (15) days of discovering the defect, by email to the address contact@lokefoil.com, which will inform them of the procedure to follow.

    9.1.2 Subject to the applicable mandatory provisions, any warranty is excluded in the event of (I) non-payment of the Products by the Customer, (II) abnormal use and/or use not in accordance with the General Terms and Conditions and/or legislation and/or the intended use and/or the Conditions of Use of the Products, (III) modification or alteration of the Products, (IV) combination of the Product with one or more elements whatsoever not supplied or certified by LOKE COMPOSITE, (V) intervention by a third party not authorized by LOKE COMPOSITE for a repair and/or any operation relating to the Products, (VI) negligence of the Customer, or (VII) force majeure.
  • 9.2 Legal guarantees

    9.2.1 The Consumer is expressly informed that he benefits from the guarantee of conformity of the thing sold (Articles L.217-4 et seq. of the Consumer Code) and the guarantee of hidden defects (Article 1641 of the Civil Code), the provisions of which are reproduced below, in accordance with Article L.211-2 of the Consumer Code.

    9.2.2 Guarantee of conformity: “the seller is required to deliver goods that conform to the contract and is liable for any lack of conformity existing at the time of delivery. It is also liable for any lack of conformity resulting from the packaging, assembly instructions or installation when this has been placed on its responsibility by the contract or has been carried out under its responsibility” (L.217-4 of the Consumer Code). The Product must be (i) compliant with the regulations in force, (ii) suitable for the expected use of a similar good, (iii) correspond to the description given and possess the qualities presented by LOKE COMPOSITE, and that a Consumer can legitimately expect in view of any communication, in any form whatsoever, made by LOKE COMPOSITE, and/or (iv) correspond to the characteristics defined by mutual agreement with LOKE COMPOSITE in the Specifications where applicable, or be suitable for the special use desired by the Consumer and accepted by LOKE COMPOSITE. When acting under the legal guarantee of conformity, the Consumer:
    • Benefits from a period of two (2) years from delivery of the Product to act;
    • May choose between repair or replacement of the Product, subject to the cost conditions provided for in Article L.217-9 of the Consumer Code;
    • Is exempt from providing proof of the existence of the lack of conformity of the Product during the twenty-four (24) months following delivery of the Product.
    • The legal guarantee of conformity applies independently of the commercial guarantee granted.

Article 10. Responsibilities

  • 10.1 LOKE COMPOSITE undertakes to repair any direct damages that the Customer may suffer in the event of non-execution or poor execution of the Order, caused by it or one of its employees.
  • 10.2 Within the limitations permitted by the regulations applicable to Consumers:

    10.2.1 The Customer expressly accepts that LOKE COMPOSITE cannot be held liable for indirect and immaterial damages (loss of business, loss of customers, loss of opportunity, loss of data, etc.) suffered by the Customer.

    10.2.2 LOKE COMPOSITE reminds the Customer that he is solely and fully responsible for the use of the Products and that LOKE COMPOSITE cannot be held liable for any damage whatsoever in the event of (i) non-payment of the Products by the Customer, (ii) abnormal use and/or use not in accordance with the GTCS and/or the legislation and/or the destination and/or the Conditions of Use of the Products, (iii) modification or alteration of the Products, (iv) combination of the Product with one or more elements whatsoever not supplied or certified by LOKE COMPOSITE, (v) intervention by a third party not authorized by LOKE COMPOSITE for a repair and/or any operation relating to the Products, (vi) negligence of the Customer, or (vii) force majeure. 10.2.3 In any event, it is expressly agreed between the Parties that the total, all causes combined, of the compensation, damages and interests, costs of any nature which would be borne or paid by LOKE COMPOSITE in favor of the Customer may not exceed an overall ceiling for all disputes combined of an amount equal to the Price excluding tax actually collected by LOKE COMPOSITE for the Product subject to the dispute.
  • 10.3 By application of the provisions of article 2254 of the Civil Code, any action, dispute or request of any nature from a Professional to LOKE COMPOSITE, relating to the execution of the Order, must occur within a maximum period of one (1) year from the day on which he became or should have become aware of the fact giving rise to the action, under penalty of inadmissibility by foreclosure.
  • 10.4 These provisions establish an allocation of risks between the Parties. The Price and the limitation of liability described reflect this allocation.
  • 10.5 The Customer understands and accepts that in any event, LOKE COMPOSITE cannot be held liable except in cases of non-compliance with the Order and/or defectiveness of the Product. Cases of damage suffered by the Customer or third parties as a result of the Customer’s use of the Product are expressly excluded. The Customer uses the Product at his own risk, including in the event of use in accordance with these terms, the safety rules and the Conditions of Use (available on the website www.lokefoil.com) which must be read carefully but which only constitute a maintenance guide and advice on good use and cannot replace the usual precautions to be taken when practicing extreme water sports.

Article 11. Confidentiality

The Customer undertakes to respect an obligation of confidentiality with regard to information concerning LOKE COMPOSITE (in particular concerning the organization, commercial techniques and know-how of LOKE COMPOSITE) of which it becomes aware during the establishment and/or execution of an Order.

Article 12. Insurance

LOKE COMPOSITE declares that it is insured under the General Terms and Conditions for its professional civil liability, and undertakes to maintain this insurance coverage for the entire duration of the execution of the Order.

Article 13. Force majeure

  • 13.1 In the event of force majeure within the meaning of the Civil Code, the obligations of the Parties under the Order will be suspended for the duration of the force majeure event and will resume upon its cessation.
  • 13.2 Failure to perform an Order due to a case of force majeure may not be subject to any recourse. In the event of the occurrence of such an event preventing LOKE COMPOSITE from meeting its commitments, LOKE COMPOSITE undertakes to inform the Customer as soon as possible.
  • 13.3 The Parties may freely terminate the Order in the event of the force majeure event persisting beyond sixty (60) days from the occurrence of the force majeure event, without either Party being able to claim the award of damages.

Article 14. Processing of personal data

  • 14.1 The Customer expressly acknowledges and accepts that the personal data collected by LOKE COMPOSITE during the establishment and execution of the Order will be subject to automated processing by LOKE COMPOSITE under the terms and conditions of simplified standard no. 48 established by the National Commission for Information Technology and Civil Liberties (hereinafter, the “CNIL”) and available on the website (cnil.fr). The aforementioned data processing has been the subject of a declaration of compliance with standard no. 48 with the CNIL, referenced under number 1988008.
  • 14.2 In accordance with the provisions of Law No. 78-17 of January 6, 1978 known as Data Protection Act, the Client, for legitimate reasons, is entitled to object to the collection and processing (Article 38), and has a right of access (Articles 39, 41 and 42) and rectification (Article 40) of data concerning him.
  • 14.3 The Customer exercises his rights under this Article by contacting LOKE COMPOSITE at the postal or electronic addresses given at the bottom of this document.

Article 15. Termination for fault

Without prejudice to the other provisions of the GTCS and any damages that the non-defaulting Party may claim, each Party may terminate any Order early in the event of non-performance by the other Party of one of its obligations under the Order. Termination will take effect automatically twenty (20) days after formal notice by registered letter with acknowledgement of receipt addressed to the defaulting Party and remaining unsuccessful.

Article 16. Subcontracting

  • 16.1 LOKE COMPOSITE may, where appropriate, subcontract all or part of the performance of its obligations to a third party and will inform the Client of its identity upon first request.
  • 16.2 LOKE COMPOSITE is fully responsible for the work entrusted to its subcontractors and for compliance with the provisions of Law No. 7-1334 of December 31, 1975 relating to subcontracting.

Article 17. Modification of the General Terms and Conditions

LOKE COMPOSITE reserves the right to modify the General Terms and Conditions at any time and without prior notice, which will apply to any new Order, even if linked by any means whatsoever to a previous Order, and invites the Customer to read them in their entirety for each of their Orders.

Article 18. Waiver

The fact that LOKE COMPOSITE does not assert all or part of any of the rights granted to it under the GTCS cannot be considered a waiver of the right to assert said rights at a later date.

Article 19. Election of domicile – Applicable law – Competent jurisdictions

  • 19.1 The Parties elect domicile at their domicile or registered office.
  • 19.2 The Order and the General Terms and Conditions are subject to French law. The Parties expressly exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980.
  • 19.3 In the event of a dispute, the Parties shall seek an amicable solution by notifying the other Party by letter with acknowledgment of receipt of their wish to assert this clause. During the duration of a procedure for the amicable resolution of a dispute between the opposing Parties, each Party expressly waives the right to take any action or procedure against the other Party based on the dispute in question.
  • 19.4 Dispute between a Consumer and LOKE COMPOSITE: The Consumer is informed that he has the possibility of resorting to a conventional mediation procedure for consumer disputes or to any other alternative method of dispute resolution. In accordance with the provisions of Articles L.611-1 et seq., and R.612-1 et seq. of the Consumer Code, the Consumer is informed that he may contact any competent consumer mediator in accordance with the provisions of Title V of the Consumer Code, subject to having contacted LOKE COMPOSITE without success with regard to this dispute, and this within the twelve (12) months preceding the introduction of consumer mediation. In the absence of an amicable outcome, and under the legal conditions applicable to consumer disputes, each Party will be free to refer the matter to the competent court.
  • 19.5 Dispute between a Professional and LOKE COMPOSITE:

    19.5.1 In the absence of regularization of its default by the Party in question within thirty (30) working days from receipt of the notification referred to in Article 19.3, or from its first presentation and/or failure to reach an amicable settlement within this same period, the dispute will be submitted by the most diligent Party to the mediation rules of the Centre d’Arbitrage et de Médiation de Bretagne (CAMB), of which the Parties are aware and to which they declare that they adhere.

    19.5.2 In the event of irremediable failure of mediation, the dispute in question may be brought by the most diligent Party before the competent courts within the jurisdiction of the Rennes Court of Appeal exclusively, including in the event of an injunction, emergency procedure, warranty claim or multiple defendants.

ANNEX Article 3.2 – WITHDRAWAL FORM

Please complete and return this form only if you wish to withdraw from the contract.

For the attention of LOKE COMPOSITE, 3 cours du bon pasteur in SAINT-MALO (35400), Tel: 07 87 93 19 93, Email address: contact@lokefoil.com:

I/We (*) hereby notify you (*) of my/our (*) withdrawal from the contract for the sale of the goods (*)/for the provision of services (*) below:

Ordered on (*)/received on (*):

Name of consumer(s):

Address of consumer(s):

Signature of the consumer(s) (only if this form is notified on paper):

Date :

(*) delete as appropriate