TERMS AND CONDITIONS OF SALE FOR PROFESSIONAL RESELLERS
« CHAMARREL »
These Terms and Conditions of Sale (hereinafter the "Ts&Cs") are prepared by MERCATERRA, a limited liability company with a capital of 10,000 euros, registered in Paris under number 837 938 604, ADEME Number FR298910_01VRCM and Main Office: 42, rue de Maubeuge in PARIS (75009) (hereinafter "MERCATERRA").
MERCATERRA offers, through its website https://www.chamarrel.com (hereinafter "the Site"), natural products, products sold loose and zero-waste solutions sold under the brand "CHAMARREL" (hereinafter the "Products").
1. APPLICATION AND ENFORCEABILITY OF THE Ts&Cs
1.1 These Ts & Cs are applicable to every and any order of Products placed on the Site by every and any person acting in the context of his professional activity, with a view to reselling said Products to his own customers (hereinafter "the Reseller")
1.2 The purpose of these Ts&Cs is to define the conditions for the resale of the Products entrusted to the Reseller, under the CHAMARREL brand, as well as the special conditions for the acquisition of the Products by the Reseller from MERCATERRA. These Ts&Cs apply, without restriction or reservation, to any order placed to MERCATERRA by the Reseller, for every and any Products .
1.3 These Ts&Cs constitute the basis of commercial negotiation between MERCATERRA and the Reseller, in accordance with the provisions of Article L.441-1 of the French Code de commerce. Unless otherwise agreed in writing by both parties, these Ts&Cs take precedence over any other clause found in Terms and Conditions drafted previously or appearing in the Reseller's Terms of purchase.
1.4 These Ts&Cs must be considered as an integral and essential part of the contract concluded between MERCATERRA and the Reseller and they replace any previous offers, provisions or agreements, written or verbal.
1.5 These Ts&Cs are systematically notified to the Reseller when ordering Products placed with MERCATERRA. The validation of any order thus implies the full and unreserved acceptance of these Ts&Cs by the Reseller.
1.6 MERCATERRA has the right to amend and/or adapt these Ts&Cs at any time. In any case, only the version in force on the day of the order of Products by the Reseller will be validly applicable.
1.7 The simple fact that MERCATERRA may not avail itself, at a given time, of any one of the provisions mentioned in these Ts&Cs cannot be interpreted as a waiver of the right to avail itself of these provisions at a later date.
2. METHODS OF SUPPLY OF PRODUCTS
2.1 In order to resell the "CHAMARREL" brand Products to its own customers, the Reseller is required to be supplied exclusively by MERCATERRA for said Products.
2.2 Any acquisition of Products by the Reseller must be the result of an order placed to MERCATERRA. Any order for Products must therefore be placed through the Site, in accordance with the instructions found on the Site. In any case, any validation of an order for Products implies the express and unreserved acceptance of these Ts&Cs by the Reseller.
2.3 MERCATERRA has the right to refuse any order of an abnormal nature or made by a Reseller who does not act in the context of his professional activity.
2.4 In the event that the Reseller wishes to amend his order for Products, as a whole or only a part, he must inform MERCATERRA in writing as soon as possible, and in any event, before the scheduled delivery date of the Products. Any amendment of the order may be the subject of a fee that will be calculated and communicated to the Reseller for agreement.
2.5 An order will, however, be deemed final only after it has been expressly and formally accepted by MERCATERRA. When an order is accepted by MERCATERRA, the Reseller receives a written order confirmation.
2.6 MERCATERRA will execute any order for Products duly accepted and will implement all necessary means to deliver the Products ordered by the Reseller, free from any defects.
3. PRICES AND PAYMENT TERMS
Prices
3.1 Unless otherwise agreed between MERCATERRA and the Reseller, the Products are supplied at the rates in force on the day the order is placed.
3.2 These are net prices excluding tax and they are payable in euros. They do not include transport, customs fees and/or insurance ; these remain the responsibility of the Reseller.
3.3 Special pricing conditions may be applied according to the specifications expressly formulated by the Reseller concerning, in particular, the terms and times of delivery or the deadlines and conditions of payment. A commercial offer will, in this case, be previously transmitted to the Reseller by MERCATERRA
Payment Terms
3.4 For the first order of Products, payment of the corresponding amount is due when placing this order. Consequently, the Reseller will pay the full amount of his order, directly via the Website and this, in accordance with the payment process provided for this purpose.
3.5 The payment for the Products by the Reseller is a prerequisite for the validation of his first order of Products placed with MERCATERRA. The corresponding invoice will then be provided to the Reseller, upon delivery of the Products ordered, in accordance with the provisions of Article L.441-9 of the French 'Code de Commerce'.
3.6 For all subsequent orders, the Reseller may choose to make a deferred payment of his order of Products, allowing him to pay the invoice transmitted within a maximum period of thirty (30) days from the date of issue of this invoice.
In this case, a direct debit corresponding to the amount of each order placed by the Reseller may be set up by MERCATERRA, on the thirtieth day following the date of issue of the corresponding invoice, provided that the Reseller has first provided his bank details (IBAN).
3.7 In the absence of payment and/or in the event of impossibility of debiting the amount of the order within the agreed deadlines, the Reseller will no longer be able to benefit from the deferred payment option offered by MERCATERRA.
3.8 In any event, any delay in payment or failure to pay on the due date the amount due by the Reseller will automatically result, without prior notice and without prejudice to any damages, the day following the payment date appearing on the invoice, due for late payment penalties calculated at the rate of three (3) times the legal rate in force. The Reseller will, in addition, be automatically liable for a fixed compensation for recovery costs set at forty (40) euros, in accordance with Article D.441-5 of the French Commercial Code.
Resale price of the Products by the Reseller
3.9 In his capacity as an independent trader, the Reseller can freely decide the prices of the Products acquired from MERCATERRA for his customers. However, a list of recommended prices is communicated to him, for his information.
4. PRODUCT DELIVERY
4.1 The terms and delivery costs of the Products are indicated to the Reseller, before the payment of his order, on the Website.
4.2 The delivery is made at the place and under the conditions agreed between the parties.
4.3 The Products ordered by the Reseller from MERCATERRA are to be delivered within the period of time agreed between the parties. However, this period is only an indicative and informative period, MERCATERRA however undertakes to inform the Reseller of any delay in the delivery of its order of Products
4.4 MERCATERRA cannot be held liable to the Reseller in the event of a delay in delivery not exceeding thirty (30) days. In the event of a delay in delivery, the Reseller may request the cancellation of the sale.
4.5 MERCATERRA cannot be held liable under any circumstances in the event of delay or suspension of the delivery of the Products attributable solely to the Reseller or to the occurrence of force majeure.
4.6 The Products will be delivered to the address provided by the Reseller when placing his order, any damage to the Products during transport is the Reseller's responsability.
4.7 The Reseller is obliged to check the condition of the Products he ordered upon delivery. In the absence of reservations expressly issued by the Reseller upon delivery, the Products delivered by MERCATERRA are deemed to conform in quantity and quality to the order placed by the Reseller. The Reseller will have a period of three (3) days (excluding non-working days and public holidays) from the date the delivery of the Products ordered to issue, in writing, such reservations to MERCATERRA. In the event of non-compliance with these formalities by the Reseller, no claim may be deemed valid by MERCATERRA.
4.8 MERCATERRA will replace, as soon as possible and at its own expense, any defective Produc(s) if the lack of conformity has been duly proven by the Reseller.
5. RETENTION OF TITLE CLAUSE / TRANSFER OF RISK
5.1 MERCATERRA is to keep, until the full payment of the agreed price of the Products ordered by the Reseller, a right of ownership over all of the Products ordered, and is to repossess said Products in the event of non-payment.
5.2 Any deposit paid by the Reseller will remain with MERCATERRA as lump sum compensation, without prejudice to any other actions that it would be entitled to bring against the Reseller as a result.
5.3 However, the transfer of the risks related to loss and deterioration to the Reseller will be made from the date the Products are dispatched from MERCATERRA's warehouses, regardless of the date of payment and delivery of said Products.
5.4 Consequently, the Reseller may, if he wishes, have the Products insured by an ad hoc insurance, until the complete transfer of ownership (i.e. after full payment of the price). In this case, after having duly informed MERCATERRA, the Reseller may take out the appropriate insurance, it being specified that the corresponding costs will remain at his expense.
6. RESELLER'S COMMITMENTS
General obligations
6.1 The Reseller agrees to comply with all the standards issued by MERCATERRA, for the resale of the Products to its customers. This is applicable for all types or resale, including selling the Products on the Internet. The Reseller also agrees to comply with any additional conditions of resale of the Products agreed upon with MERCATERRA.
6.2 The Reseller understands he can never present himself as the manufacturer of the Products or as the owner of the brand and trademark "CHAMARREL".
6.3 The Reseller agrees to expressly mention the "CHAMARREL" brand when presenting, promoting and/or enhancing the Products, on any medium and in any way whatsoever (on the Internet and/or on social networks, etc.).
6.4 The Reseller will remain, in any event, the sole interlocutor of its own customers buying one or more Products of the brand "CHAMARREL".
6.5 However, the Reseller understand he is to inform MERCATERRA, as soon as possible, of any incident or difficulty encountered during the resale of the Products, as it is likely to cause damage to MERCATERRA.
Restriction of sales of competing products
6.6 For the duration of the contract and while the Reseller is selling the Products acquired from MERCATTERA to his customers, the Reseller shall refrain from selling and/or promoting products that are are identical or similar, and are likely to be directly or indirectly competing with the Products acquired from MERCATTERA.
6.7 In the event of non-compliance with such an obligation, the Reseller shall be liable to MERCATERRA for a sum of 1,500 euros per breach as damages, on first demand. This does not affect the right of MERCATERRA to seek any further legal recourses.
7. LIABILITY
7.1 Each of the Parties must ensure the proper execution of the contract binding them and remains personally and fully responsible for its taking appropriate action, for any damage of any kind resulting from its actions or its staff's action, if applicable. Each of the Parties acknowledge that they are fully responsible both with regard to the other party and any third parties, faor any consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, and in no case can hold the other party liable, nor take any judicial action against the other party in this regard.
7.2 The Reseller acknowledges that he is solely responsible for any direct damage, of any nature, occurring during the process of resale of the Products to his own customers and accepts to pay MERCATERRA an indemnity for all the consequences of the liability that may be incumbent on him, due to bodily, material and/or immaterial damage, consecutive and/or non-consecutive caused to a third party, to MERCATERRA and its successors in title and/or their property and/or staff. The Reseller will not take any judicial action against MERCATERRA in this respect.
7.3 In any case, MERCATERRA's liability shall not exceed the amount of the order for Products placed by the Reseller and causing a damage.
8. FORCE MAJEURE
8.1 "Force majeure" is defined as any event beyond the control of one of the parties that is not reasonably foreseen at the time of the drafting and the signing of the contract between MERCATTERRA and the Reseller. When an event prevents the party victim of it from properly performing its contractual obligations, despite the implementation of all adequate and appropriate measures to limit the event's effects, it is indeed Force majeure.
8.2 Neither party shall be held liable to the other party for the non-performance or for delays in the performance of an obligation arising from these Ts&Cs because of Force Majeure, as defined by French jurisprudence.
8.3 A Force Majeure event suspends the obligations arising from these Ts & Cs for the duration of its existence, and neither party may, during this period, validly use the Force Majeure event to justify the end of its contract with the other party, thus complying with Article 1218 of the French Code Civil. However, if the Force Majeure event was in existence for longer than thirty (30) consecutive days, it would give both parties the right to the terminate of the contract. The termination would be effective eight (8) days after the party willing to terminate the contract has sent a registered letter with acknowledgment of receipt notifying the other party of the decision.
9. INSURANCE
9.1 The Reseller accepts to subscribe, for the entire duration of the contract concluded with MERCATERRA, to an insurance policy with a creditworthy insurance provider, guaranteeing his professional civil liability for all activities and obligations arising from the said contract and covering, particularly, the financial consequences of his professional civil liability for all damages of any kind whatsoever (and in particular bodily injury, material, immaterial, etc.) caused to MERCATERRA and/or any third party and/or to any person acting on behalf of MERCATERRA, in connection with the resale of the Products.
9.2 The Reseller accepts to maintain this insurance policy throughout the period of resale of the Products acquired from MERCATERRA and to provide MERCATERRA with a certificate from the insurers, listing the guarantees subscribed, the amount and the validity period, should MERCATERRA request it.
9.3 Every change, suspension, termination or termination of this insurance policy, for any reason whatsoever, must be reported to MERCATERRA as soon as possible.
10. PRODUCT GUARANTEES
10.1 The Products acquired by the Reseller from MERCATERRA are covered by the legal guarantees in force and referred to below.
Legal eviction guarantee
10.2 According to article 1626 of the French Code Civil, "although at the time of the sale no stipulation has been made on the guarantee, the seller is obliged by right to guarantee the buyer of the eviction that he suffers in all or part of the object sold, or the alleged charges on this object, and not declared at the time of the sale".
Legal guarantee against hidden defects
10.3 According to Articles 1641 to 1649 of the French Code Civil, the Reseller may request to make use of his right to the guarantee against hidden defects, if he finds a defect that was not noticed at the time of purchase, if said defect was affecting the Product prior to the purchase and is sufficiently serious (the defect must either make the Product unfit for the use for which they are intended, or reduce the use of the Product to such an extent that the Reseller would not have acquired the Product, or would not have acquired it at the nominal price, had he noticed the defect).
10.4 In this case, the Reseller has the right to either return the Product(s) and request a full refund of the price initially paid, or to keep the Product(s) and request a partial refund of the price initially paid. Claims and refund requests for a non-compliant Product must be made in writing and sent by post to the address indicated in the legal notice of the Website. The Reseller will receive the refund, via the corresponding payment method he has used when ordering the Product(s).
10.5 In accordance with the provisions of Article 1648 paragraph 1 of the French Code Civil, "the action resulting from latent defects must be brought forth by the purchaser within two years from the discovery of the defect".
11. INTELLECTUAL PROPERTY
11.1 The Website, as well as the databases, texts, documents, information, images, photographs, graphics, logos, and any other data remain the exclusive property of MERCATERRA or, where applicable, the exclusive property of the owner from whom MERCATERRA has obtained all needed authorizations.
11.2 MERCATERRA remains the owner of all intellectual property rights relating to its registered trademark, as well as all intellectual property rights and copyrights relating to any other distinctive sign belonging to it.
11.3 Any copy and/or representation, downloading, translation, adaptation, exploitation, distribution, broadcast and/or communication, in any form whatsoever, whether commercial or non-commercial, of all or part of the brand and/or an intellectual work of any sort or any data contained on the Site is strictly prohibited.
11.4 The Reseller is imperatively required to resell its Products to his own customers under the brand "CHAMARREL" and to only expressly mention this brand and trademark when presenting and / or promoting the Products to his own customers.
11.5 The Reseller shall refrain, in any event, from taking any action likely to impair directly or indirectly MERCATERRA's intellectual property rights and, in particular, the CHAMARREL trademark of which MERCATERRA remains the exclusive owner.
12. CONFIDENTIALITY
12.1 The Reseller shall refrain, for the entire duration of the contract binding him to MERCATERRA and without limitation of time after its termination, from:
● Disclose to any third party whatsoever, directly or indirectly, except under legal obligation, the terms of the conditions of resale of the Products agreed with MERCATERRA and, generally, any confidential information concerning MERCATERRA and/or the Products, that may have been communicated to the Reseller by MERCATERRA which remains the sole owner;
● Provide or authorize a third party to access or benefit from confidential information communicated to or made available to him by MERCATERRA ;
● Use the confidential information communicated for a purpose other than that agreed with MERCATERRA, unless otherwise agreed
12.2 Therefore, the Reseller will, in any event, take the necessary steps to guarantee the protection of the confidential information.
12.3 As an exception, confidential information concerning MERCATERRA, its company and/or its Products may be disclosed to the Reseller's staff or partners, but only to the extent strictly necessary in the context of the resale of the Products to its customers and after obtaining express authorization from MERCATERRA to whom the confidential information belongs. The Reseller is under obligation to inform its staff and partners that they must not disclose confidential information and has the added responsablility to make them comply with this obligation, as per the with the Reseller's commitment to MERCATERRA.
12.4 The Reseller is informed that any disclosure to him of confidential information relating to MERCATERRA and/or the Products cannot, under any circumstances, be interpreted as conferring him any right to use this information.
13. PROTECTION OF PERSONAL DATA
13.1 The Reseller is informed that when creating his account on the Website, placing his order for Products, obtaining the corresponding invoice as well as receiving his Products, he allows MERCATERRA to collect and process his data. Said data may be concerning him, his legal representative(s) and/or main interlocutors (if the Reseller is a legal entity). The use of the Reseller's data will comply both with the provisions of Law N° 78-17 of 6 January 1978 regarding Data Processing, Files and Freedoms and with the provisions of the European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR).
11.2 The Reseller is aware of the Privacy Policy followed by MERCATERRA. The Privacy Policy describes how the Reseller's data is to be used by MERCATERRA as well as the the Reseller's with regard to said data. The Privacy Policy is accessed on the Site at the following URL address https://www.chamarrel.com/politique_confidentialite.php.
14. APPLICABLE LAW AND JURISDICTION
14.1 These Ts & Cs are governed by French law.
TERMS AND CONDITIONS OF SALE FOR PROFESSIONAL RESELLERS
« CHAMARREL »
These Terms and Conditions of Sale (hereinafter the "Ts&Cs") are prepared by MERCATERRA, a limited liability company with a capital of 10,000 euros, registered in Paris under number 837 938 604, Main Office: 42, rue de Maubeuge in PARIS (75009) (hereinafter "MERCATERRA").
MERCATERRA offers, through its website https://www.chamarrel.com (hereinafter "the Site"), natural products, products sold loose and zero-waste solutions sold under the brand "CHAMARREL" (hereinafter the "Products").
1. APPLICATION AND ENFORCEABILITY OF THE Ts&Cs
1.1 These Ts & Cs are applicable to every and any order of Products placed on the Site by every and any person acting in the context of his professional activity, with a view to reselling said Products to his own customers (hereinafter "the Reseller")
1.2 The purpose of these Ts&Cs is to define the conditions for the resale of the Products entrusted to the Reseller, under the CHAMARREL brand, as well as the special conditions for the acquisition of the Products by the Reseller from MERCATERRA. These Ts&Cs apply, without restriction or reservation, to any order placed to MERCATERRA by the Reseller, for every and any Products .
1.3 These Ts&Cs constitute the basis of commercial negotiation between MERCATERRA and the Reseller, in accordance with the provisions of Article L.441-1 of the French Code de commerce. Unless otherwise agreed in writing by both parties, these Ts&Cs take precedence over any other clause found in Terms and Conditions drafted previously or appearing in the Reseller's Terms of purchase.
1.4 These Ts&Cs must be considered as an integral and essential part of the contract concluded between MERCATERRA and the Reseller and they replace any previous offers, provisions or agreements, written or verbal.
1.5 These Ts&Cs are systematically notified to the Reseller when ordering Products placed with MERCATERRA. The validation of any order thus implies the full and unreserved acceptance of these Ts&Cs by the Reseller.
1.6 MERCATERRA has the right to amend and/or adapt these Ts&Cs at any time. In any case, only the version in force on the day of the order of Products by the Reseller will be validly applicable.
1.7 The simple fact that MERCATERRA may not avail itself, at a given time, of any one of the provisions mentioned in these Ts&Cs cannot be interpreted as a waiver of the right to avail itself of these provisions at a later date.
2. METHODS OF SUPPLY OF PRODUCTS
2.1 In order to resell the "CHAMARREL" brand Products to its own customers, the Reseller is required to be supplied exclusively by MERCATERRA for said Products.
2.2 Any acquisition of Products by the Reseller must be the result of an order placed to MERCATERRA. Any order for Products must therefore be placed through the Site, in accordance with the instructions found on the Site. In any case, any validation of an order for Products implies the express and unreserved acceptance of these Ts&Cs by the Reseller.
2.3 MERCATERRA has the right to refuse any order of an abnormal nature or made by a Reseller who does not act in the context of his professional activity.
2.4 In the event that the Reseller wishes to amend his order for Products, as a whole or only a part, he must inform MERCATERRA in writing as soon as possible, and in any event, before the scheduled delivery date of the Products. Any amendment of the order may be the subject of a fee that will be calculated and communicated to the Reseller for agreement.
2.5 An order will, however, be deemed final only after it has been expressly and formally accepted by MERCATERRA. When an order is accepted by MERCATERRA, the Reseller receives a written order confirmation.
2.6 MERCATERRA will execute any order for Products duly accepted and will implement all necessary means to deliver the Products ordered by the Reseller, free from any defects.
3. PRICES AND PAYMENT TERMS
Prices
3.1 Unless otherwise agreed between MERCATERRA and the Reseller, the Products are supplied at the rates in force on the day the order is placed.
3.2 These are net prices excluding tax and they are payable in euros. They do not include transport, customs fees and/or insurance ; these remain the responsibility of the Reseller.
3.3 Special pricing conditions may be applied according to the specifications expressly formulated by the Reseller concerning, in particular, the terms and times of delivery or the deadlines and conditions of payment. A commercial offer will, in this case, be previously transmitted to the Reseller by MERCATERRA
Payment Terms
3.4 For the first order of Products, payment of the corresponding amount is due when placing this order. Consequently, the Reseller will pay the full amount of his order, directly via the Website and this, in accordance with the payment process provided for this purpose.
3.5 The payment for the Products by the Reseller is a prerequisite for the validation of his first order of Products placed with MERCATERRA. The corresponding invoice will then be provided to the Reseller, upon delivery of the Products ordered, in accordance with the provisions of Article L.441-9 of the French 'Code de Commerce'.
3.6 For all subsequent orders, the Reseller may choose to make a deferred payment of his order of Products, allowing him to pay the invoice transmitted within a maximum period of thirty (30) days from the date of issue of this invoice.
In this case, a direct debit corresponding to the amount of each order placed by the Reseller may be set up by MERCATERRA, on the thirtieth day following the date of issue of the corresponding invoice, provided that the Reseller has first provided his bank details (IBAN).
3.7 In the absence of payment and/or in the event of impossibility of debiting the amount of the order within the agreed deadlines, the Reseller will no longer be able to benefit from the deferred payment option offered by MERCATERRA.
"3.8 In any event, any delay in payment or failure to pay on the due date the amount due by the Reseller will automatically result, without prior notice and without prejudice to any damages, the day following the payment date appearing on the invoice, due for late payment penalties calculated at the rate of three (3) times the legal rate in force. The Reseller will, in addition, be automatically liable for a fixed compensation for recovery costs set at forty (40) euros, in accordance with Article D.441-5 of the French Commercial Code.
"
Resale price of the Products by the Reseller
3.9 In his capacity as an independent trader, the Reseller can freely decide the prices of the Products acquired from MERCATERRA for his customers. However, a list of recommended prices is communicated to him, for his information.
4. PRODUCT DELIVERY
4.1 The terms and delivery costs of the Products are indicated to the Reseller, before the payment of his order, on the Website.
4.2 The delivery is made at the place and under the conditions agreed between the parties.
4.3 The Products ordered by the Reseller from MERCATERRA are to be delivered within the period of time agreed between the parties. However, this period is only an indicative and informative period, MERCATERRA however undertakes to inform the Reseller of any delay in the delivery of its order of Products
4.4 MERCATERRA cannot be held liable to the Reseller in the event of a delay in delivery not exceeding thirty (30) days. In the event of a delay in delivery, the Reseller may request the cancellation of the sale.
4.5 MERCATERRA cannot be held liable under any circumstances in the event of delay or suspension of the delivery of the Products attributable solely to the Reseller or to the occurrence of force majeure.
4.6 The Products will be delivered to the address provided by the Reseller when placing his order, any damage to the Products during transport is the Reseller's responsability.
4.7 The Reseller is obliged to check the condition of the Products he ordered upon delivery. In the absence of reservations expressly issued by the Reseller upon delivery, the Products delivered by MERCATERRA are deemed to conform in quantity and quality to the order placed by the Reseller. The Reseller will have a period of three (3) days (excluding non-working days and public holidays) from the date the delivery of the Products ordered to issue, in writing, such reservations to MERCATERRA. In the event of non-compliance with these formalities by the Reseller, no claim may be deemed valid by MERCATERRA.
4.8 MERCATERRA will replace, as soon as possible and at its own expense, any defective Produc(s) if the lack of conformity has been duly proven by the Reseller.
5. RETENTION OF TITLE CLAUSE / TRANSFER OF RISK
5.1 MERCATERRA is to keep, until the full payment of the agreed price of the Products ordered by the Reseller, a right of ownership over all of the Products ordered, and is to repossess said Products in the event of non-payment.
5.2 Any deposit paid by the Reseller will remain with MERCATERRA as lump sum compensation, without prejudice to any other actions that it would be entitled to bring against the Reseller as a result.
5.3 However, the transfer of the risks related to loss and deterioration to the Reseller will be made from the date the Products are dispatched from MERCATERRA's warehouses, regardless of the date of payment and delivery of said Products.
5.4 Consequently, the Reseller may, if he wishes, have the Products insured by an ad hoc insurance, until the complete transfer of ownership (i.e. after full payment of the price). In this case, after having duly informed MERCATERRA, the Reseller may take out the appropriate insurance, it being specified that the corresponding costs will remain at his expense.
6. RESELLER'S COMMITMENTS
General obligations
6.1 The Reseller agrees to comply with all the standards issued by MERCATERRA, for the resale of the Products to its customers. This is applicable for all types or resale, including selling the Products on the Internet. The Reseller also agrees to comply with any additional conditions of resale of the Products agreed upon with MERCATERRA.
6.2 The Reseller understands he can never present himself as the manufacturer of the Products or as the owner of the brand and trademark "CHAMARREL".
6.3 The Reseller agrees to expressly mention the "CHAMARREL" brand when presenting, promoting and/or enhancing the Products, on any medium and in any way whatsoever (on the Internet and/or on social networks, etc.).
6.4 The Reseller will remain, in any event, the sole interlocutor of its own customers buying one or more Products of the brand "CHAMARREL".
6.5 However, the Reseller understand he is to inform MERCATERRA, as soon as possible, of any incident or difficulty encountered during the resale of the Products, as it is likely to cause damage to MERCATERRA.
Restriction of sales of competing products
6.6 For the duration of the contract and while the Reseller is selling the Products acquired from MERCATTERA to his customers, the Reseller shall refrain from selling and/or promoting products that are are identical or similar, and are likely to be directly or indirectly competing with the Products acquired from MERCATTERA.
6.7 In the event of non-compliance with such an obligation, the Reseller shall be liable to MERCATERRA for a sum of 1,500 euros per breach as damages, on first demand. This does not affect the right of MERCATERRA to seek any further legal recourses.
7. LIABILITY
7.1 Each of the Parties must ensure the proper execution of the contract binding them and remains personally and fully responsible for its taking appropriate action, for any damage of any kind resulting from its actions or its staff's action, if applicable. Each of the Parties acknowledge that they are fully responsible both with regard to the other party and any third parties, faor any consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, and in no case can hold the other party liable, nor take any judicial action against the other party in this regard.
7.2 The Reseller acknowledges that he is solely responsible for any direct damage, of any nature, occurring during the process of resale of the Products to his own customers and accepts to pay MERCATERRA an indemnity for all the consequences of the liability that may be incumbent on him, due to bodily, material and/or immaterial damage, consecutive and/or non-consecutive caused to a third party, to MERCATERRA and its successors in title and/or their property and/or staff. The Reseller will not take any judicial action against MERCATERRA in this respect.
7.3 In any case, MERCATERRA's liability shall not exceed the amount of the order for Products placed by the Reseller and causing a damage.
8. FORCE MAJEURE
8.1 "Force majeure" is defined as any event beyond the control of one of the parties that is not reasonably foreseen at the time of the drafting and the signing of the contract between MERCATTERRA and the Reseller. When an event prevents the party victim of it from properly performing its contractual obligations, despite the implementation of all adequate and appropriate measures to limit the event's effects, it is indeed Force majeure.
8.2 Neither party shall be held liable to the other party for the non-performance or for delays in the performance of an obligation arising from these Ts&Cs because of Force Majeure, as defined by French jurisprudence.
8.3 A Force Majeure event suspends the obligations arising from these Ts & Cs for the duration of its existence, and neither party may, during this period, validly use the Force Majeure event to justify the end of its contract with the other party, thus complying with Article 1218 of the French Code Civil. However, if the Force Majeure event was in existence for longer than thirty (30) consecutive days, it would give both parties the right to the terminate of the contract. The termination would be effective eight (8) days after the party willing to terminate the contract has sent a registered letter with acknowledgment of receipt notifying the other party of the decision.
9. INSURANCE
9.1 The Reseller accepts to subscribe, for the entire duration of the contract concluded with MERCATERRA, to an insurance policy with a creditworthy insurance provider, guaranteeing his professional civil liability for all activities and obligations arising from the said contract and covering, particularly, the financial consequences of his professional civil liability for all damages of any kind whatsoever (and in particular bodily injury, material, immaterial, etc.) caused to MERCATERRA and/or any third party and/or to any person acting on behalf of MERCATERRA, in connection with the resale of the Products.
9.2 The Reseller accepts to maintain this insurance policy throughout the period of resale of the Products acquired from MERCATERRA and to provide MERCATERRA with a certificate from the insurers, listing the guarantees subscribed, the amount and the validity period, should MERCATERRA request it.
9.3 Every change, suspension, termination or termination of this insurance policy, for any reason whatsoever, must be reported to MERCATERRA as soon as possible.
10. PRODUCT GUARANTEES
10.1 The Products acquired by the Reseller from MERCATERRA are covered by the legal guarantees in force and referred to below.
Legal eviction guarantee
10.2 According to article 1626 of the French Code Civil, "although at the time of the sale no stipulation has been made on the guarantee, the seller is obliged by right to guarantee the buyer of the eviction that he suffers in all or part of the object sold, or the alleged charges on this object, and not declared at the time of the sale".
Legal guarantee against hidden defects
"10.3 According to Articles 1641 to 1649 of the French Code Civil, the Reseller may request to make use of his right to the guarantee against hidden defects, if he finds a defect that was not noticed at the time of purchase, if said defect was affecting the Product prior to the purchase and is sufficiently serious (the defect must either make the Product unfit for the use for which they are intended, or reduce the use of the Product to such an extent that the Reseller would not have acquired the Product, or would not have acquired it at the nominal price, had he noticed the defect).
"
10.4 In this case, the Reseller has the right to either return the Product(s) and request a full refund of the price initially paid, or to keep the Product(s) and request a partial refund of the price initially paid. Claims and refund requests for a non-compliant Product must be made in writing and sent by post to the address indicated in the legal notice of the Website. The Reseller will receive the refund, via the corresponding payment method he has used when ordering the Product(s).
10.5 In accordance with the provisions of Article 1648 paragraph 1 of the French Code Civil, "the action resulting from latent defects must be brought forth by the purchaser within two years from the discovery of the defect".
11. INTELLECTUAL PROPERTY
11.1 The Website, as well as the databases, texts, documents, information, images, photographs, graphics, logos, and any other data remain the exclusive property of MERCATERRA or, where applicable, the exclusive property of the owner from whom MERCATERRA has obtained all needed authorizations.
11.2 MERCATERRA remains the owner of all intellectual property rights relating to its registered trademark, as well as all intellectual property rights and copyrights relating to any other distinctive sign belonging to it.
11.3 Any copy and/or representation, downloading, translation, adaptation, exploitation, distribution, broadcast and/or communication, in any form whatsoever, whether commercial or non-commercial, of all or part of the brand and/or an intellectual work of any sort or any data contained on the Site is strictly prohibited.
11.4 The Reseller is imperatively required to resell its Products to his own customers under the brand "CHAMARREL" and to only expressly mention this brand and trademark when presenting and / or promoting the Products to his own customers.
11.5 The Reseller shall refrain, in any event, from taking any action likely to impair directly or indirectly MERCATERRA's intellectual property rights and, in particular, the CHAMARREL trademark of which MERCATERRA remains the exclusive owner.
12. CONFIDENTIALITY
12.1 The Reseller shall refrain, for the entire duration of the contract binding him to MERCATERRA and without limitation of time after its termination, from:
"● Disclose to any third party whatsoever, directly or indirectly, except under legal obligation, the terms of the conditions of resale of the Products agreed with MERCATERRA and, generally, any confidential information concerning MERCATERRA and/or the Products, that may have been communicated to the Reseller by MERCATERRA which remains the sole owner;
"
● Provide or authorize a third party to access or benefit from confidential information communicated to or made available to him by MERCATERRA ;
● Use the confidential information communicated for a purpose other than that agreed with MERCATERRA, unless otherwise agreed
12.2 Therefore, the Reseller will, in any event, take the necessary steps to guarantee the protection of the confidential information.
12.3 As an exception, confidential information concerning MERCATERRA, its company and/or its Products may be disclosed to the Reseller's staff or partners, but only to the extent strictly necessary in the context of the resale of the Products to its customers and after obtaining express authorization from MERCATERRA to whom the confidential information belongs. The Reseller is under obligation to inform its staff and partners that they must not disclose confidential information and has the added responsablility to make them comply with this obligation, as per the with the Reseller's commitment to MERCATERRA.
12.4 The Reseller is informed that any disclosure to him of confidential information relating to MERCATERRA and/or the Products cannot, under any circumstances, be interpreted as conferring him any right to use this information.
13. PROTECTION OF PERSONAL DATA
13.1 The Reseller is informed that when creating his account on the Website, placing his order for Products, obtaining the corresponding invoice as well as receiving his Products, he allows MERCATERRA to collect and process his data. Said data may be concerning him, his legal representative(s) and/or main interlocutors (if the Reseller is a legal entity). The use of the Reseller's data will comply both with the provisions of Law N° 78-17 of 6 January 1978 regarding Data Processing, Files and Freedoms and with the provisions of the European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR).
11.2 The Reseller is aware of the Privacy Policy followed by MERCATERRA. The Privacy Policy describes how the Reseller's data is to be used by MERCATERRA as well as the the Reseller's with regard to said data. The Privacy Policy is accessed on the Site at the following URL address https://www.chamarrel.com/politique_confidentialite.php.
14. APPLICABLE LAW AND JURISDICTION
14.1 These Ts & Cs are governed by French law.
TERMS AND CONDITIONS OF SALE FOR PROFESSIONAL RESELLERS
« CHAMARREL »
These Terms and Conditions of Sale (hereinafter the "Ts&Cs") are prepared by MERCATERRA, a limited liability company with a capital of 10,000 euros, registered in Paris under number 837 938 604, Main Office: 42, rue de Maubeuge in PARIS (75009) (hereinafter "MERCATERRA").
MERCATERRA offers, through its website https://www.chamarrel.com (hereinafter "the Site"), natural products, products sold loose and zero-waste solutions sold under the brand "CHAMARREL" (hereinafter the "Products").
1. APPLICATION AND ENFORCEABILITY OF THE Ts&Cs
1.1 These Ts & Cs are applicable to every and any order of Products placed on the Site by every and any person acting in the context of his professional activity, with a view to reselling said Products to his own customers (hereinafter "the Reseller")
1.2 The purpose of these Ts&Cs is to define the conditions for the resale of the Products entrusted to the Reseller, under the CHAMARREL brand, as well as the special conditions for the acquisition of the Products by the Reseller from MERCATERRA. These Ts&Cs apply, without restriction or reservation, to any order placed to MERCATERRA by the Reseller, for every and any Products .
1.3 These Ts&Cs constitute the basis of commercial negotiation between MERCATERRA and the Reseller, in accordance with the provisions of Article L.441-1 of the French Code de commerce. Unless otherwise agreed in writing by both parties, these Ts&Cs take precedence over any other clause found in Terms and Conditions drafted previously or appearing in the Reseller's Terms of purchase.
1.4 These Ts&Cs must be considered as an integral and essential part of the contract concluded between MERCATERRA and the Reseller and they replace any previous offers, provisions or agreements, written or verbal.
1.5 These Ts&Cs are systematically notified to the Reseller when ordering Products placed with MERCATERRA. The validation of any order thus implies the full and unreserved acceptance of these Ts&Cs by the Reseller.
1.6 MERCATERRA has the right to amend and/or adapt these Ts&Cs at any time. In any case, only the version in force on the day of the order of Products by the Reseller will be validly applicable.
1.7 The simple fact that MERCATERRA may not avail itself, at a given time, of any one of the provisions mentioned in these Ts&Cs cannot be interpreted as a waiver of the right to avail itself of these provisions at a later date.
2. METHODS OF SUPPLY OF PRODUCTS
2.1 In order to resell the "CHAMARREL" brand Products to its own customers, the Reseller is required to be supplied exclusively by MERCATERRA for said Products.
2.2 Any acquisition of Products by the Reseller must be the result of an order placed to MERCATERRA. Any order for Products must therefore be placed through the Site, in accordance with the instructions found on the Site. In any case, any validation of an order for Products implies the express and unreserved acceptance of these Ts&Cs by the Reseller.
2.3 MERCATERRA has the right to refuse any order of an abnormal nature or made by a Reseller who does not act in the context of his professional activity.
2.4 In the event that the Reseller wishes to amend his order for Products, as a whole or only a part, he must inform MERCATERRA in writing as soon as possible, and in any event, before the scheduled delivery date of the Products. Any amendment of the order may be the subject of a fee that will be calculated and communicated to the Reseller for agreement.
2.5 An order will, however, be deemed final only after it has been expressly and formally accepted by MERCATERRA. When an order is accepted by MERCATERRA, the Reseller receives a written order confirmation.
2.6 MERCATERRA will execute any order for Products duly accepted and will implement all necessary means to deliver the Products ordered by the Reseller, free from any defects.
3. PRICES AND PAYMENT TERMS
Prices
3.1 Unless otherwise agreed between MERCATERRA and the Reseller, the Products are supplied at the rates in force on the day the order is placed.
3.2 These are net prices excluding tax and they are payable in euros. They do not include transport, customs fees and/or insurance ; these remain the responsibility of the Reseller.
3.3 Special pricing conditions may be applied according to the specifications expressly formulated by the Reseller concerning, in particular, the terms and times of delivery or the deadlines and conditions of payment. A commercial offer will, in this case, be previously transmitted to the Reseller by MERCATERRA
Payment Terms
3.4 For the first order of Products, payment of the corresponding amount is due when placing this order. Consequently, the Reseller will pay the full amount of his order, directly via the Website and this, in accordance with the payment process provided for this purpose.
3.5 The payment for the Products by the Reseller is a prerequisite for the validation of his first order of Products placed with MERCATERRA. The corresponding invoice will then be provided to the Reseller, upon delivery of the Products ordered, in accordance with the provisions of Article L.441-9 of the French 'Code de Commerce'.
3.6 For all subsequent orders, the Reseller may choose to make a deferred payment of his order of Products, allowing him to pay the invoice transmitted within a maximum period of thirty (30) days from the date of issue of this invoice.
In this case, a direct debit corresponding to the amount of each order placed by the Reseller may be set up by MERCATERRA, on the thirtieth day following the date of issue of the corresponding invoice, provided that the Reseller has first provided his bank details (IBAN).
3.7 In the absence of payment and/or in the event of impossibility of debiting the amount of the order within the agreed deadlines, the Reseller will no longer be able to benefit from the deferred payment option offered by MERCATERRA.
"3.8 In any event, any delay in payment or failure to pay on the due date the amount due by the Reseller will automatically result, without prior notice and without prejudice to any damages, the day following the payment date appearing on the invoice, due for late payment penalties calculated at the rate of three (3) times the legal rate in force. The Reseller will, in addition, be automatically liable for a fixed compensation for recovery costs set at forty (40) euros, in accordance with Article D.441-5 of the French Commercial Code.
"
Resale price of the Products by the Reseller
3.9 In his capacity as an independent trader, the Reseller can freely decide the prices of the Products acquired from MERCATERRA for his customers. However, a list of recommended prices is communicated to him, for his information.
4. PRODUCT DELIVERY
4.1 The terms and delivery costs of the Products are indicated to the Reseller, before the payment of his order, on the Website.
4.2 The delivery is made at the place and under the conditions agreed between the parties.
4.3 The Products ordered by the Reseller from MERCATERRA are to be delivered within the period of time agreed between the parties. However, this period is only an indicative and informative period, MERCATERRA however undertakes to inform the Reseller of any delay in the delivery of its order of Products
4.4 MERCATERRA cannot be held liable to the Reseller in the event of a delay in delivery not exceeding thirty (30) days. In the event of a delay in delivery, the Reseller may request the cancellation of the sale.
4.5 MERCATERRA cannot be held liable under any circumstances in the event of delay or suspension of the delivery of the Products attributable solely to the Reseller or to the occurrence of force majeure.
4.6 The Products will be delivered to the address provided by the Reseller when placing his order, any damage to the Products during transport is the Reseller's responsability.
4.7 The Reseller is obliged to check the condition of the Products he ordered upon delivery. In the absence of reservations expressly issued by the Reseller upon delivery, the Products delivered by MERCATERRA are deemed to conform in quantity and quality to the order placed by the Reseller. The Reseller will have a period of three (3) days (excluding non-working days and public holidays) from the date the delivery of the Products ordered to issue, in writing, such reservations to MERCATERRA. In the event of non-compliance with these formalities by the Reseller, no claim may be deemed valid by MERCATERRA.
4.8 MERCATERRA will replace, as soon as possible and at its own expense, any defective Produc(s) if the lack of conformity has been duly proven by the Reseller.
5. RETENTION OF TITLE CLAUSE / TRANSFER OF RISK
5.1 MERCATERRA is to keep, until the full payment of the agreed price of the Products ordered by the Reseller, a right of ownership over all of the Products ordered, and is to repossess said Products in the event of non-payment.
5.2 Any deposit paid by the Reseller will remain with MERCATERRA as lump sum compensation, without prejudice to any other actions that it would be entitled to bring against the Reseller as a result.
5.3 However, the transfer of the risks related to loss and deterioration to the Reseller will be made from the date the Products are dispatched from MERCATERRA's warehouses, regardless of the date of payment and delivery of said Products.
5.4 Consequently, the Reseller may, if he wishes, have the Products insured by an ad hoc insurance, until the complete transfer of ownership (i.e. after full payment of the price). In this case, after having duly informed MERCATERRA, the Reseller may take out the appropriate insurance, it being specified that the corresponding costs will remain at his expense.
6. RESELLER'S COMMITMENTS
General obligations
6.1 The Reseller agrees to comply with all the standards issued by MERCATERRA, for the resale of the Products to its customers. This is applicable for all types or resale, including selling the Products on the Internet. The Reseller also agrees to comply with any additional conditions of resale of the Products agreed upon with MERCATERRA.
6.2 The Reseller understands he can never present himself as the manufacturer of the Products or as the owner of the brand and trademark "CHAMARREL".
6.3 The Reseller agrees to expressly mention the "CHAMARREL" brand when presenting, promoting and/or enhancing the Products, on any medium and in any way whatsoever (on the Internet and/or on social networks, etc.).
6.4 The Reseller will remain, in any event, the sole interlocutor of its own customers buying one or more Products of the brand "CHAMARREL".
6.5 However, the Reseller understand he is to inform MERCATERRA, as soon as possible, of any incident or difficulty encountered during the resale of the Products, as it is likely to cause damage to MERCATERRA.
Restriction of sales of competing products
6.6 For the duration of the contract and while the Reseller is selling the Products acquired from MERCATTERA to his customers, the Reseller shall refrain from selling and/or promoting products that are are identical or similar, and are likely to be directly or indirectly competing with the Products acquired from MERCATTERA.
6.7 In the event of non-compliance with such an obligation, the Reseller shall be liable to MERCATERRA for a sum of 1,500 euros per breach as damages, on first demand. This does not affect the right of MERCATERRA to seek any further legal recourses.
7. LIABILITY
7.1 Each of the Parties must ensure the proper execution of the contract binding them and remains personally and fully responsible for its taking appropriate action, for any damage of any kind resulting from its actions or its staff's action, if applicable. Each of the Parties acknowledge that they are fully responsible both with regard to the other party and any third parties, faor any consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, and in no case can hold the other party liable, nor take any judicial action against the other party in this regard.
7.2 The Reseller acknowledges that he is solely responsible for any direct damage, of any nature, occurring during the process of resale of the Products to his own customers and accepts to pay MERCATERRA an indemnity for all the consequences of the liability that may be incumbent on him, due to bodily, material and/or immaterial damage, consecutive and/or non-consecutive caused to a third party, to MERCATERRA and its successors in title and/or their property and/or staff. The Reseller will not take any judicial action against MERCATERRA in this respect.
7.3 In any case, MERCATERRA's liability shall not exceed the amount of the order for Products placed by the Reseller and causing a damage.
8. FORCE MAJEURE
8.1 "Force majeure" is defined as any event beyond the control of one of the parties that is not reasonably foreseen at the time of the drafting and the signing of the contract between MERCATTERRA and the Reseller. When an event prevents the party victim of it from properly performing its contractual obligations, despite the implementation of all adequate and appropriate measures to limit the event's effects, it is indeed Force majeure.
8.2 Neither party shall be held liable to the other party for the non-performance or for delays in the performance of an obligation arising from these Ts&Cs because of Force Majeure, as defined by French jurisprudence.
8.3 A Force Majeure event suspends the obligations arising from these Ts & Cs for the duration of its existence, and neither party may, during this period, validly use the Force Majeure event to justify the end of its contract with the other party, thus complying with Article 1218 of the French Code Civil. However, if the Force Majeure event was in existence for longer than thirty (30) consecutive days, it would give both parties the right to the terminate of the contract. The termination would be effective eight (8) days after the party willing to terminate the contract has sent a registered letter with acknowledgment of receipt notifying the other party of the decision.
9. INSURANCE
9.1 The Reseller accepts to subscribe, for the entire duration of the contract concluded with MERCATERRA, to an insurance policy with a creditworthy insurance provider, guaranteeing his professional civil liability for all activities and obligations arising from the said contract and covering, particularly, the financial consequences of his professional civil liability for all damages of any kind whatsoever (and in particular bodily injury, material, immaterial, etc.) caused to MERCATERRA and/or any third party and/or to any person acting on behalf of MERCATERRA, in connection with the resale of the Products.
9.2 The Reseller accepts to maintain this insurance policy throughout the period of resale of the Products acquired from MERCATERRA and to provide MERCATERRA with a certificate from the insurers, listing the guarantees subscribed, the amount and the validity period, should MERCATERRA request it.
9.3 Every change, suspension, termination or termination of this insurance policy, for any reason whatsoever, must be reported to MERCATERRA as soon as possible.
10. PRODUCT GUARANTEES
10.1 The Products acquired by the Reseller from MERCATERRA are covered by the legal guarantees in force and referred to below.
Legal eviction guarantee
10.2 According to article 1626 of the French Code Civil, "although at the time of the sale no stipulation has been made on the guarantee, the seller is obliged by right to guarantee the buyer of the eviction that he suffers in all or part of the object sold, or the alleged charges on this object, and not declared at the time of the sale".
Legal guarantee against hidden defects
"10.3 According to Articles 1641 to 1649 of the French Code Civil, the Reseller may request to make use of his right to the guarantee against hidden defects, if he finds a defect that was not noticed at the time of purchase, if said defect was affecting the Product prior to the purchase and is sufficiently serious (the defect must either make the Product unfit for the use for which they are intended, or reduce the use of the Product to such an extent that the Reseller would not have acquired the Product, or would not have acquired it at the nominal price, had he noticed the defect).
"
10.4 In this case, the Reseller has the right to either return the Product(s) and request a full refund of the price initially paid, or to keep the Product(s) and request a partial refund of the price initially paid. Claims and refund requests for a non-compliant Product must be made in writing and sent by post to the address indicated in the legal notice of the Website. The Reseller will receive the refund, via the corresponding payment method he has used when ordering the Product(s).
10.5 In accordance with the provisions of Article 1648 paragraph 1 of the French Code Civil, "the action resulting from latent defects must be brought forth by the purchaser within two years from the discovery of the defect".
11. INTELLECTUAL PROPERTY
11.1 The Website, as well as the databases, texts, documents, information, images, photographs, graphics, logos, and any other data remain the exclusive property of MERCATERRA or, where applicable, the exclusive property of the owner from whom MERCATERRA has obtained all needed authorizations.
11.2 MERCATERRA remains the owner of all intellectual property rights relating to its registered trademark, as well as all intellectual property rights and copyrights relating to any other distinctive sign belonging to it.
11.3 Any copy and/or representation, downloading, translation, adaptation, exploitation, distribution, broadcast and/or communication, in any form whatsoever, whether commercial or non-commercial, of all or part of the brand and/or an intellectual work of any sort or any data contained on the Site is strictly prohibited.
11.4 The Reseller is imperatively required to resell its Products to his own customers under the brand "CHAMARREL" and to only expressly mention this brand and trademark when presenting and / or promoting the Products to his own customers.
11.5 The Reseller shall refrain, in any event, from taking any action likely to impair directly or indirectly MERCATERRA's intellectual property rights and, in particular, the CHAMARREL trademark of which MERCATERRA remains the exclusive owner.
12. CONFIDENTIALITY
12.1 The Reseller shall refrain, for the entire duration of the contract binding him to MERCATERRA and without limitation of time after its termination, from:
"● Disclose to any third party whatsoever, directly or indirectly, except under legal obligation, the terms of the conditions of resale of the Products agreed with MERCATERRA and, generally, any confidential information concerning MERCATERRA and/or the Products, that may have been communicated to the Reseller by MERCATERRA which remains the sole owner;
"
● Provide or authorize a third party to access or benefit from confidential information communicated to or made available to him by MERCATERRA ;
● Use the confidential information communicated for a purpose other than that agreed with MERCATERRA, unless otherwise agreed
12.2 Therefore, the Reseller will, in any event, take the necessary steps to guarantee the protection of the confidential information.
12.3 As an exception, confidential information concerning MERCATERRA, its company and/or its Products may be disclosed to the Reseller's staff or partners, but only to the extent strictly necessary in the context of the resale of the Products to its customers and after obtaining express authorization from MERCATERRA to whom the confidential information belongs. The Reseller is under obligation to inform its staff and partners that they must not disclose confidential information and has the added responsablility to make them comply with this obligation, as per the with the Reseller's commitment to MERCATERRA.
12.4 The Reseller is informed that any disclosure to him of confidential information relating to MERCATERRA and/or the Products cannot, under any circumstances, be interpreted as conferring him any right to use this information.
13. PROTECTION OF PERSONAL DATA
13.1 The Reseller is informed that when creating his account on the Website, placing his order for Products, obtaining the corresponding invoice as well as receiving his Products, he allows MERCATERRA to collect and process his data. Said data may be concerning him, his legal representative(s) and/or main interlocutors (if the Reseller is a legal entity). The use of the Reseller's data will comply both with the provisions of Law N° 78-17 of 6 January 1978 regarding Data Processing, Files and Freedoms and with the provisions of the European Regulation 2016/679 of 27 April 2016 on the protection of individuals with regard to the processing of personal data and on the free movement of such data (GDPR).
11.2 The Reseller is aware of the Privacy Policy followed by MERCATERRA. The Privacy Policy describes how the Reseller's data is to be used by MERCATERRA as well as the the Reseller's with regard to said data. The Privacy Policy is accessed on the Site at the following URL address https://www.chamarrel.com/politique_confidentialite.php.
14. APPLICABLE LAW AND JURISDICTION
14.1 These Ts & Cs are governed by French law.
14.2 Any dispute to which these Ts & Cs (any of their clauses) and/or the relations between the parties may give rise is to be submitted to Paris' Commercial Court (Tribunal de commerce de Paris).
14.2 Any dispute to which these Ts & Cs (any of their clauses) and/or the relations between the parties may give rise is to be submitted to Paris' Commercial Court (Tribunal de commerce de Paris).
14.2 Any dispute to which these Ts & Cs (any of their clauses) and/or the relations between the parties may give rise is to be submitted to Paris' Commercial Court (Tribunal de commerce de Paris).
