GENERAL TERMS AND CONDITIONS
OF BtoB SALES
These general conditions of sale (hereinafter "General Conditions" or "General Sales Conditions" or "GSC") apply to any purchase made by a natural or legal person with a professional status (hereinafter the "Customer), on the Website: //www.info-clipper.com/ (hereinafter the "Website") with INFOCLIPPER, a simplified joint-stock company, registered in the Compiègne company and commercial register under number 497 833 137, whose head office is located at 17, rue des Marronniers, 60620 Cuvergnon, France; (hereinafter "INFOCLIPPER").
The purpose of these General Sales Conditions is to govern the sale of Products ordered from INFOCLIPPER through the Website.
They are accessible and printable at any time on the Website.
IMPORTANT
Any order placed on the Website implies the unconditional acceptance by the Customer of these General Sales Conditions and the General Usage Conditions.
The terms used below have the following meanings in these General Sales Conditions:
· "Customer": means the contractual partner of INFOCLIPPER who gives a guarantee of being a professional as defined by French law and case law. In this respect, it is expressly stipulated that the Customer is acting in the context of his/her usual or commercial activity.
· "Order": means the purchase of Products by a Customer on the Website.
· "Account": means the area dedicated to the Customer associated with all the data provided by the Customer, hosted on the Website. Access to the Account is made through the Customer's Credentials.
· "Currency": means all the payment currencies offered on the Website.
· "Business": means any company, individual or legal entity whose legal, official, judicial, administrative, financial or solvency study documents are available for purchase on the Website.
· "Prepaid Pass": means a voucher of a predetermined amount that allows the Customer to place Orders on the Website.
· "Supply" or "Delivery": means the dispatch of Products in digital format to the email address provided by the Customer when creating his/her Account.
· "Credentials": means the email address and password chosen by the Customer, required to access his/her Account on the Website.
· "Products": means all Products marketed by INFOCLIPPER on the Website, i.e. official documents concerning the Businesses listed on the Website (such as, for example, a Kbis extract, a declaration of indebtedness, deeds and articles of association or any other equivalent document depending on the country in which the listed Business is established), surveys and credit reports.
· "Territory": refers to all of the following countries in which the Users of the Website are NOT located:
Albania, Algeria, Anguilla, Antigua and Barbuda, Argentina, Armenia, Aruba, Austria, Azerbaijan, Bahamas, Barbados, Belarus, Belgium, Belize, Bermuda, Bolivia, Bosnia and Herzegovina, Botswana, Brazil, Bulgaria, Cayman Islands, Chile, China, Costa Rica, Croatia, Cuba, Cyprus, Denmark, Dominica, Dominican Republic, Ecuador, El Salvador, Estonia, Faroe Islands, France, Georgia, Germany, Gibraltar, Greece, Greenland, Grenada, Guatemala, Guyana, Haiti, Honduras, Hong Kong, Hungary, Iceland, Ireland, Israel, Italy, Jamaica, Kazakhstan, Kyrgyzstan, Korea, Kosovo, Latvia, Lesotho, Lithuania, Luxembourg, Macao, Macedonia, Malta, Mexico, Moldova, Montenegro, Montserrat, Morocco, Namibia, Netherlands, Nicaragua, Norway, Panama, Paraguay, Peru, Poland, Portugal, Romania, Russian Federation, San Marino, Serbia, Slovenia, South Africa, St. Kitts-Nevis, St. Lucia, St. Vincent, Suriname, Swaziland, Taiwan, Tajikistan, Trinidad & Tobago, Tunisia, Turkmenistan, Turks & Caicos Islands, Ukraine, United Kingdom, Uruguay, Uzbekistan, Venezuela, British Virgin Islands, Zimbabwe, BAHRAIN, DUBAI, EGYPT, KUWAIT, LEBANON, QATAR, SAUDI ARABIA, UNITED ARAB EMIRATES (UAE), BANGLADESH, BHUTAN, IRAQ, JORDAN, Maldives, MARTINICA, MAURITIUS, NEPAL, OMAN, PAKISTAN, SEYCHELLES, SRI-LANKA, SYRIA, YEMEN.
· "Website": means the Website published by INFOCLIPPER accessible at the following address //www.info-clipper.com/
These General Sales Conditions govern the sale of Products by INFOCLIPPER through the Website.
The Customer has been clearly informed and acknowledges that the Website is intended exclusively for Professionals and that, consequently, these General Sales Conditions govern only the sale of Products on the Website to professionals.
It is expressly specified that by purchasing online on the Website, the Customer undertakes to purchase the Products for himself/herself. It is expressly specified that the Products purchased on the Website cannot be resold or redistributed by the Customer to third parties.
ARTICLE 3. ACCEPTANCE OF THE GENERAL CONDITIONS
The Customer undertakes to read carefully these General Sales Conditions and to accept them expressly before proceeding to the payment of an Order for Products placed on the Website.
These General Sales Conditions are referenced at the bottom of each page of the Website by means of a link and must be consulted before placing the Order. The Customer is invited to carefully read, download and print the General Sales Conditions and to keep a copy of them.
INFOCLIPPER advises the Customer to read the General Sales Conditions at each new Order, the latest version of which applies to all new Orders for Products.
By clicking on the button "Add to cart" to place the order and then on the second "Order" to confirm said Order, the Customer acknowledges having read, understood and accepted the General Conditions without limitation or condition.
ARTICLE 4. PURCHASE OF PRODUCTS ON THE WEBSITE
In order to purchase a Product, the Customer must be at least 18 years old, have legal capacity and be a professional.
To purchase a Product on the Website, the Customer must be registered.
The conditions for registration on the Website are detailed in the General Usage Conditions accessible on the Website.
It is specified that the Products will be offered to the Customer according to the country indicated in his/her registration. Only Products that can be marketed in that country will be offered.
Article 5.1. Characteristics of the Products
INFOCLIPPER undertakes to present the essential characteristics of the Products and mandatory information that the Customer must receive under the applicable law.
These characteristics and information appear on the Product sheets present on the Website and contain in particular the description of the document, the details, the languages, the indicative delivery times and the price of the Product.
The Customer undertakes to read this information carefully before placing an Order on the Website. In addition, the Customer is informed that the name and content of the Products may vary from one country to another. The Customer assumes full responsibility for the choice of the Products ordered and must ensure that the Product ordered corresponds to his/her needs. The Customer must also respect any "CONFIDENTIAL" indications of the ordered Products.
Orders for Products are placed directly on the Website. To place an Order, the Customer must follow the steps described below (Please note that depending on the Customer start page, the steps may differ slightly.).
5.2.1. Product selection and purchase options
The Customer must first proceed to search for the company to which the Product will relate. In this respect, the Customer is invited to choose the country among the possibilities proposed and to indicate one or more search criteria. A search help section is available on the Website. The Customer must select the company resulting from the search.
The Customer must select the Product(s) of his/her choice by clicking on the Product(s) concerned and by selecting the language of the Product if several languages are available. Once the Product is selected, it is placed in the Customer's shopping cart. The latter can then add as many Products as he/she wishes to his/her shopping cart.
Once the Products have been selected and placed in the shopping cart, the Customer must click on the shopping cart and verify that the content of the Order is correct.
Once the Customer has validated the contents of the shopping cart and has logged in/registered, an online form is displayed, automatically filled in and summarises the price and applicable taxes.
The Customer is invited to check the content of the Order (notably the characteristics and references of the Products ordered, the invoicing address, the means of payment and the price) before validating it.
The Customer can then proceed to payment for the Products according to the chosen means of payment, by following the instructions appearing on the Website and providing all the necessary information for the invoicing and Delivery of the Products.
During the registration process, the Customer will have to enter the necessary invoicing information (the asterisk (*) will indicate the mandatory fields that must be filled in for the Customer's order to be processed by INFOCLIPPER).
The order form that the Customer makes online does not constitute an invoice. Irrespective of the method of order or payment used, the Customer will receive the original invoice by separate email. In the event of payment by credit card, the Customer will receive the invoice and the credit card receipt after the payment. In the event of deferred payment by bank transfer, the Customer will receive a proforma invoice, and the final invoice will be sent on receipt of the transfer.
The invoice will be issued in the name and address of the person and company indicated at the time of registration.
Article 5.3. Date of the Order
In the event of online payment by credit card, the date of the order is the date of validation of the Order, which occurs immediately after the validation of payment.
In the event of deferred payment, the date of the order is the date of receipt of payment by INFOCLIPPER.
For all Products, the Customer will find on the Website prices displayed in euros excluding taxes.
A currency converter is also available on the Website for his/her convenience.
The prices of the suppliers of INFOCLIPPER are likely to change at any time. Accordingly, the prices indicated on the Website may change.
The prices indicated are valid, except in the event of a gross error. The applicable price is the one indicated on the Website on the day the Order is placed by the Customer.
Article 5.5. Availability of Products
INFOCLIPPER undertakes to use its best efforts to deliver the Product on the date or within the period indicated to the Customer, unless otherwise agreed between the parties.
However, the Customer is informed that the delivery times indicated may vary depending on the delivery times of INFOCLIPPER's suppliers, vacations and national celebrations. In the event of delay in the delivery of Products, INFOCLIPPER undertakes to inform the Customer without delay and to indicate a new delivery date.
In principle, INFOCLIPPER only offers available Products. Nevertheless, in the event of unavailability of the Product, the Customer will be informed by email without delay of the unavailability of the Products ordered. In the event of unavailability of an ordered Product, INFOCLIPPER will proceed to the reimbursement to the Customer of the totality of the sums paid for the unavailable Products at the latest within fourteen (14) days following the date on which the unavailability of the Product was notified to the Customer.
The Customer can pay for his/her Products online on the Website by the means offered by INFOCLIPPER, i.e. by:
o Bank card
o Paypal,
o Bank transfer
o Prepayments as detailed below.
In the event of payment by bank transfer, the Order can only be validated on receipt of funds in INFOCLIPPER's bank account.
The Customer gives an undertaking to INFOCLIPPER that he/she has all the necessary authorisations to use the chosen means of payment.
Article 6.2. Currency of payment
The Customer is informed that Orders placed on the Website are payable in euros.
Prepayments can be made by the Customer in the Currency of his/her choice from among the Currencies offered on the Website.
Section 6.3. Prepayments
Any Customer may arrange with INFOCLIPPER a Prepayment of a determined amount allowing him/her to make purchases on the Website within the limit of the funds available on said Prepayment.
If the Customer wishes to arrange a Prepayment in a foreign currency, the Customer must pay INFOCLIPPER the amount selected in the currency of his/her choice from among those offered on the Website. The amount available in the Prepayment will then be the equivalent in euros of the amount paid by the Customer, less any bank charges and the exchange rate applicable on the day of payment, plus 2%.
In the event of insufficient credit, the Customer will be invited to complete the amount of the Order by another payment method and/or by arranging a new Prepayment.
Under no circumstances will the Customer be entitled to a refund of the Prepayment.
The Prepayment can be used immediately on the Website and is valid for a maximum of 24 months from the date of purchase.
After these deadlines, the funds available on the Prepayment will be definitively acquired by INFOCLIPPER and the Customer will no longer be able to use his/her Prepayment on the Website.
Through his/her Account, the Customer can at any time consult the funds available on his/her Prepayment and the period of validity of the Plan.
The Customer is exclusively liable for the use that will be made of his/her Prepayment. Under no circumstances will INFOCLIPPER be held liable for the use that may be made of the Prepayment by a third party.
Article 6.4. Refusal of payment
In the event that, for any reason whatsoever, opposition, refusal or otherwise, the transmission of the cash flow due by the Customer proves impossible, the Order will be cancelled and the sale terminated automatically.
Article 6.5. Late payment
In the event of default or delay in payment, INFOCLIPPER will apply late payment penalties calculated as follows:
Late penalties = (invoice amount including VAT * legal rate applicable for the semester) * (number of days late in the semester/365)
The applicable legal rate is the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points.
Late payment penalties are due on the day following the payment date shown on the invoice without the need for a reminder. Any Customer in a situation of late payment is automatically liable to the creditor for a fixed indemnity for collection costs in the amount of 40 euros.
When the recovery costs incurred are higher than the amount of this fixed compensation, INFOCLIPPER may request additional compensation, subject to justification.
ARTICLE 7. SUPPLY OF PRODUCTS
Article 7.1. Zone
Original Dun & Bradstreet Products can only be delivered within the Territory. It is not possible to place an order for these Products if the Customer is located outside the Territory.
The Products are sent to the email address of the Customer indicated during the creation of his/her Account.
Article 7.2. Time of Delivery
During the ordering process, INFOCLIPPER indicates to the Customer the possible delivery times of the Products purchased.
Article 7.3. Delivery Conditions
The Products are delivered in electronic form. The delivery of the Products is carried out by email.
ARTICLE 8. GUARANTEE FOR CONCEALED DEFECTS
INFOCLIPPER is bound by the guarantee for concealed defects in the Product sold that render it unfit for the purpose for which it was intended, or that diminish this use to such an extent that the Customer would not have acquired it, or would have paid only a lower price for it, if he/she had known about them. (Article 1641 of the French Civil Code)
This guarantee allows the Customer, who can prove the existence of a concealed defect, to choose between a refund of the price of the Product if it is returned, or to keep the Product and have part of the price returned. (Article 1644 of the French Civil Code)
The action resulting from cardinal defects must be brought by the Customer within two (2) years from the discovery of the defect. (Paragraph 1 of Article 1648 of the French Civil Code)
INFOCLIPPER will in no event be held liable for the failure to perform or the improper performance of the Customer's duties under the Contract, including when placing the Order.
INFOCLIPPER will not be held liable, or considered to have failed in its mission, for any delay or non-performance, when the cause of the delay or non-performance is related to a case of force majeure as defined by French case law and the French Courts of Law.
The Customer is exclusively liable for the use he/she makes of the Products ordered through the Website and for the direct consequences of such use. INFOCLIPPER will in no case be held liable for the harmful consequences resulting from the use made by the Customer of the information contained in the Products ordered through the Website.
The Customer acknowledges that he/she is fully aware that the Products available and the information contained in the different Products may vary depending on the location of the company concerned by the Products, for which INFOCLIPPER cannot be held liable.
In any case, the contractual liability of INFOCLIPPER, as it might arise in application of these GUC, cannot exceed the amount of the sums paid or remaining to be paid by the Customer for the purchase of the Product in question.
It is also specified that INFOCLIPPER does not control the websites that are directly or indirectly linked to the Website. Consequently, it excludes all liability for the information published on them. Links to third-party sites are provided for information purposes only and no guarantee is given as to their content.
INFOCLIPPER will not be liable if the non-performance or the delay in the performance of one of its duties described in these GSC results from a case of force majeure.
Force majeure in contractual matters occurs when an event beyond the control of the party under an obligation, which could not reasonably be foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the party under an obligation from performing his/her duty.
If the impediment is temporary, performance of the duty is suspended unless the resulting delay justifies termination of the contract. If the impediment is definitive, the contract will be terminated by force of law and the parties will be released from their duties under the conditions provided for in Articles 1351 and 1351-1 of the French Civil Code.
In the event of the occurrence of any of the above events, INFOCLIPPER will endeavour to inform the Customer as soon as possible.
INFOCLIPPER collects personal data about its customers on the Website in order to process Orders placed through the Website, analyse the Order and respond to Customer inquiries, ensure the proper functioning and continuous improvement of the Website and its functionalities and respond to requests to exercise rights and, if the Customer has expressly chosen this option, to send to the Customer commercial prospecting emails, newsletters, promotional offers and/or information on special sales, unless the Customer no longer wishes to receive such communications from INFOCLIPPER.
In this regard, the Customer is invited to consult the Website's privacy policy which will provide further information on the protection of personal data, on the processing carried out through the Website and on how to exercise his/her rights.
ARTICLE 12. COMPLAINTS - CUSTOMER SERVICE
Any written complaint from the Customer must be sent by mail to the following address: INFOCLIPPER - 17, rue des Maronniers or by email under the link Contact Us.
ARTICLE 13. VALIDITY OF THE GENERAL CONDITIONS
Any change of the legislation or regulations in force, or any decision of a competent court invalidating one or more clauses of these General Sales Conditions will not affect the validity of these General Sales Conditions. Such a change or decision does not authorise the Customers not to respect these General Sales Conditions.
ARTICLE 14. CHANGE OF THE GENERAL CONDITIONS
These General Sales Conditions apply to all purchases made online on the Website, as long as the Website is available online.
The General Conditions are precisely dated and may be amended and updated by INFOCLIPPER at any time. The General Conditions applicable are those in force at the time of the order.
Changes to the General Conditions will not apply to Products already purchased.
ARTICLE 15. JURISDICTION AND APPLICABLE LAW
However, INFOCLIPPER reserves the right to summon the Customer before the commercial court in whose jurisdiction the Customer is domiciled.
These GSC as well as the relations between the Customer and INFOCLIPPER are governed by French law.
However, before any recourse to the arbitral or state judge, the preference will be for negotiation in a spirit of loyalty and good faith in order to reach an amicable agreement in the event of disputes relating to these GSC, including those concerning their validity.
The Party wishing to initiate the negotiation process will inform the other Party by registered letter with acknowledgement of receipt, indicating the elements of the dispute. If at the end of a period of one (1) month, the Parties do not reach an agreement, the dispute will be submitted to the competent court designated above.
Throughout the negotiation process and until its conclusion, the Parties will refrain from instituting any legal action against each other regarding the dispute that is the subject of the negotiation. By way of exception, the Parties will be entitled to bring an action before a court of summary jurisdiction or to seek an injunction. Any action before the summary jurisdiction or the implementation of an injunction will not entail any waiver by the parties of the amicable settlement clause, unless they expressly wish otherwise.
15/03/2022