Terms and Conditions of Sale
In these terms, words beginning with a capital letter have the meaning given to them in Article 1 (Definitions). These general terms and conditions of sale apply to sales of Equipment and related services offered by BLISS ECOSPRAY to a Client. Acceptance of a Quote by the Client constitutes full and unreserved acceptance of these general terms and conditions of sale. These general terms and conditions of sale prevail over the Client's general terms and conditions of purchase. They may be supplemented by special conditions of sale agreed by BLISS ECOSPRAY and appended to the relevant Quote; in the event of conflict, the special conditions of sale shall prevail over these general terms and conditions of sale.
Article 1 - Order process
The order for goods and services shall be deemed complete from the Client's written acceptance of the Quote issued by BLISS ECOSPRAY, within the Quote validity period.
Article 2 - Making available, transfer of title and risk of Equipment - Retention of title
Delivery of the Equipment shall be carried out in accordance with Incoterm 2010 DDP (Delivered Duty Paid). Accordingly, subject to full payment of the Price or, where applicable, the down payments provided for in the Quote, the Equipment shall be delivered to the address specified in the Quote (located in mainland France only). Transfer of risk in the Equipment shall also occur in accordance with Incoterm 2010 DDP (Delivered Duty Paid). The delivery dates for the Equipment mentioned in the Quote are given for information only. BLISS ECOSPRAY may deliver the Equipment before the date stated in the Quote, subject to informing the Client. If the Equipment cannot be delivered by the date indicated in the Quote, BLISS ECOSPRAY and the Client shall agree in good faith on one or more later delivery dates acceptable to each Party. The Client shall have a period of three (3) business days from Delivery of the Equipment to inspect it. The Client must notify BLISS ECOSPRAY within this three (3) day period of any missing or damaged items and provide any necessary supporting evidence. Failing this, the Equipment shall be deemed accepted and in conformity.
Article 3 - Retention of title
Transfer of ownership of the Equipment shall occur upon full payment of the Price and all sums due to BLISS ECOSPRAY under the relevant Order. BLISS ECOSPRAY THEREFORE RESERVES, UNTIL FULL PAYMENT OF ALL SUMS DUE UNDER THE ORDER, A RIGHT OF OWNERSHIP OVER THE EQUIPMENT ENABLING IT TO TAKE BACK POSSESSION OF SUCH GOODS. Until the date of transfer of ownership of the Equipment, the Client shall insure, at its own expense, the Equipment against all risks of damage or liability from the date of Delivery.
Article 4 - Financial conditions
Payment of the Price by the Client shall be made in accordance with the financial conditions and schedule set out in the Quote. In the absence of a payment period specified in the Quote, invoices shall be payable within thirty (30) days net from the date of issue. Invoices shall be sent to the Client by email. Unless otherwise agreed by BLISS ECOSPRAY, invoices shall be paid by bank transfer. An invoice shall be deemed paid upon actual receipt of funds in BLISS ECOSPRAY's bank account. No discount shall be granted for early payment. Unless otherwise agreed by BLISS ECOSPRAY, any late payment of any sum due to BLISS ECOSPRAY shall automatically attract interest until the date of full payment, at a rate of 10% per annum. In addition, recovery costs of forty (40) euros shall be charged in accordance with Article D. 441-5 of the French Commercial Code, without prejudice to BLISS ECOSPRAY's right to claim (i) reimbursement of costs and fees exceeding this amount incurred by BLISS ECOSPRAY to recover its claim, and (ii) any damages that may be due.
Article 5 - Liability of BLISS ECOSPRAY
BLISS ECOSPRAY's liability may only be incurred in the event of duly proven fault or negligence. BLISS ECOSPRAY's liability is limited to direct material damage caused to the Client resulting directly from a fault attributable to BLISS ECOSPRAY in the performance of the Order. BLISS ECOSPRAY shall not be liable to compensate for any intangible or indirect damage, including loss of business, loss of revenue, profits, receipts, anticipated savings, damage to image or reputation, loss of contract, or any damage consequential to a third-party claim. BLISS ECOSPRAY shall not be liable for the legal conformity and safety of the installation of the Equipment by the Client. The Client or end client shall therefore ensure that certificates of conformity and other approvals are obtained following installation of the Equipment on the end client's machinery. Where BLISS ECOSPRAY's civil liability is established, it is agreed that BLISS ECOSPRAY's total cumulative liability shall be limited as an overall cap, for all causes combined, to 50% of the Price paid by the Client. This limitation of liability shall not apply in the event of gross negligence by BLISS ECOSPRAY. BLISS ECOSPRAY's liability may not be incurred in the event of damage resulting from fault of the Client or a third party.
Article 6 - Performance of the Equipment
BLISS ECOSPRAY does not warrant the performance of the Equipment in any way, including any minimum level of antifungal protection for treated crops. BLISS ECOSPRAY shall in no event be liable in this respect.
Article 7 - Intellectual property
The conclusion and performance of the Order does not entail the transfer of any intellectual property rights by BLISS ECOSPRAY or any third party to the Client or any other person. The Client shall not perform, permit or facilitate any act intended to appropriate, capture, analyse or study any or all of the know-how and technology present in the Equipment, including any decompilation or reverse engineering.
Article 8 - Termination clause
In the event of non-payment of any sums due by the Client to BLISS ECOSPRAY, BLISS ECOSPRAY may terminate the Order after the expiry of a period of three (3) business days from receipt of a formal notice that has remained unsuccessful. Such termination shall be without prejudice to BLISS ECOSPRAY's right to reclaim ownership of Equipment that may have been delivered to the Client in accordance with the provisions of Article 3.
Article 9 - Force majeure
A Party may not be held liable in the event of non-performance or delay in the performance of any of its obligations due to a case of force majeure within the meaning of Article 1218 of the French Civil Code. Epidemics, national strikes, road blockades, production stoppages or supply shortages of electricity or goods due to a cause not attributable to a Party shall be treated as force majeure. Where applicable, the Party liable for the affected obligation shall inform the other Party as soon as possible of the occurrence of such an event, and the Order shall be suspended for the duration of the events in question. If the event were to last more than one (1) month from the date of its occurrence, the Parties shall meet to determine in good faith under what conditions they could terminate the Order.
Article 10 - Entirety - Independence of clauses
The invalidity of one or more clauses of these general terms and conditions shall not affect the application of the other provisions, which shall continue to have full effect insofar as the overall purpose of the Order can be preserved. The Parties shall meet to replace the invalidated clause with a new clause whose spirit and letter are as close as possible to the former clause.
Article 11 - Governing law and dispute resolution
The Order is governed by French law. In the event of a dispute relating to the validity, performance, interpretation or termination of the Order, the Parties undertake, before any legal action, to meet with a view to seeking an amicable settlement of their dispute. To this end, the claiming Party shall send the other Party by registered letter with acknowledgment of receipt (or any other equivalent written means making it possible to attest to receipt of the notification by the addressee) a notice setting out the grievances. Receipt or first presentation of this letter shall start a ten (10) calendar day amicable negotiation period during which the Parties undertake to seek in good faith an amicable solution. Upon expiry of this period, either Party may refer the dispute to the Paris Commercial Court (France), which shall have exclusive jurisdiction, including for urgent proceedings, to rule on any dispute relating to the validity, performance, interpretation or termination of the Order, notwithstanding any joinder or plurality of defendants.
Article 12 - Commercial warranty
Equipment manufactured by BLISS ECOSPRAY (Equipment or the Equipment) is commercially warranted by BLISS ECOSPRAY against any defect in operation for a period of twelve (12) months (the Commercial Warranty) (the Commercial Warranty Period) from delivery. This Commercial Warranty applies to new Equipment purchased by the end user directly from BLISS ECOSPRAY or a reseller. It applies to the Equipment subject to use, transport, maintenance and storage in accordance with the instructions in the user manuals and technical specifications issued by BLISS ECOSPRAY and, where applicable, other recommendations issued by BLISS ECOSPRAY and communicated to the end user during the Commercial Warranty Period. The Commercial Warranty is provided free of charge during the Commercial Warranty Period and covers only: repair or replacement costs of the Equipment in the event of a defect in operation eligible under the Commercial Warranty. The Commercial Warranty does not cover: defects due to an external cause; defects due to failure to follow the user manuals and technical specifications; defects due to abnormal or negligent use (e.g. impact, fall, crushing); defects due to use of corrosive products; defects due to storage conditions not in accordance with the user manual (e.g. outdoor storage); cosmetic defects; defects due to normal wear; wear parts and consumables (except where the defect results from a material or manufacturing defect); damage resulting from any maintenance carried out by a person not authorised by BLISS ECOSPRAY; defects due to faulty installation by the Client and/or end user. The Commercial Warranty shall be excluded in the event of modification of the Equipment by a person not authorised by BLISS ECOSPRAY or removal/alteration of the serial number. The Commercial Warranty applies only to Equipment located in mainland France. To make a warranty claim, contact BLISS ECOSPRAY at: support@bliss-ecospray.com. This information may be updated on BLISS ECOSPRAY's website (www.bliss-ecospray.com). Communication costs are borne by the claimant. BLISS ECOSPRAY may request information about the Equipment (serial number, purchase and/or delivery date, reseller identity, etc.) and perform a remote pre-diagnosis. If the claim is eligible, BLISS ECOSPRAY shall repair or replace the Equipment in question. BLISS ECOSPRAY's liability under the Commercial Warranty is limited to direct material damage only; where liability is established, it shall be capped at 50% of the price paid for the acquisition of the Equipment in question (except in case of gross negligence). The Commercial Warranty applies in addition to the legal warranty of conformity and hidden defects. It is governed by French law.
Article 13 - Update of the general terms and conditions
These general terms and conditions may be updated at any time by BLISS ECOSPRAY. The terms and conditions applicable to the Client are those attached to the Quote accepted by the Client.
BLISS ECOSPRAY – Simplified joint-stock company (SAS) – Registered office: 20, bis rue Danjou – 92100 Boulogne-Billancourt – 889 870 283 RCS Nanterre.