CONDITIONS OF USE AND GENERAL TERMS OF SALE

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PREAMBLE

 

The EUROPEAN SOURCING Website (referred to hereinafter as "the Site", "the Website" or "the EUROPEAN SOURCING Website"), which is accessible at the following address www.europeansourcing.com, is edited and administered by the company SARL EUROPEAN SOURCING, a limited liability company with a capital of €350,000, entered in the trade and companies' register of Agen under number B 443 053 251, whose head offices are located at Agropole Alphagro, 47310 ESTILLAC, represented by its manager, Mr Bernard LAVIGNE, residing for this purpose at said head offices and referred to hereinafter as "the Service Provider" or "EUROPEAN SOURCING".

 

The EUROPEAN SOURCING Website is an online "BtoB" exhibition (understood to be the technical and software architecture which allows for the creation of links between firms) dedicated to the sectors of promotional Products, promotional textiles and business gifts both at national and European level and which is accessible at the following address www.europeansourcing.com.

 

Through the Website, the Service Provider offers each Exhibitor the possibility of obtaining their own Online Stand if they so require via which they can directly promote their Products.

 

The Website also offers each Identified Reseller in the sectors of promotional Products, promotional textiles and business gifts who have registered beforehand to the Site and whose registration has been accepted by EUROPEAN SOURCING, the possibility of consulting the Website free of charge with access to only part of the Product Database offered by the Exhibitors or, in return for the payment of an annual Subscription, the possibility of becoming a Member Reseller and thus accessing the entire Product Database of Exhibitors on the Site.

 

The intervention of the Service Provider by means of the Site can therefore be summed up as a simple intermediation service under whose terms Exhibitors and Resellers are free to make contact with one another.

 

By using the Site, the User unreservedly accepts the conditions of use and general terms of sale of the Website which govern the relations between the Site and User.

 

EUROPEAN SOURCING reserves the right to amend or adapt these conditions of use and general terms of sale at any time without notice, notably in order to bring them into line with the legal and statutory provisions. The User is therefore invited to consult the same on a regular basis and in particular before taking out a Subscription.

 

However, the conditions of use and general terms of sale applying to each Subscription taken out will be those in force on the final validation date of the Subscription by the Service Provider.

 

 

DEFINITIONS

 

 

Under the terms of this document, each of the expressions listed below shall have the meaning attributed as follows:

 

1/ "The Site" or "the Website" refers to the EUROPEAN SOURCING Website which is accessible at the address www.europeansourcing.com.

 

2/ "The Service Provider" refers to the company EUROPEAN SOURCING, the designer and administrator of the Website.

 

3/ "The Exhibitor" refers to the professional legal entity associated with the promotional product, promotional textile and business gift who is authorised to enter into contracts and who wishes to obtain an Online Stand on the Website in order to promote its Products.

 

4/ "The Online Stand" refers on the Website to the online area allocated to the Exhibitor which is intended for the promotion of his Products.

 

5/ "The Visitor" refers to the person consulting the home page of the Website.

 

6/ "The Identified Reseller" refers to the professional legal entity associated with the promotional product, promotional textile and business gift who is authorised to enter into contracts and who has requested and obtained the right to open an "Identified Reseller" account in order to gain free access to the Website, limited to part of the Product Database.

 

7/ "The Member Reseller" refers to the professional legal entity associated with the promotional product, promotional textile and business gift who is authorised to enter into contracts and who has taken out an annual Subscription in order to gain paid access to the Website and the entire Product Database.

 

8/ "The Subscription" refers to the annual service subscribed to by a Reseller in order to become a Member Reseller and to gain access to the entire Product Database on the Site.

 

9/ "The Reseller" refers either to the Identified Reseller or the Member Reseller.

 

10/ "The User" refers either to the Identified Reseller, the Member Reseller or the Exhibitor.

 

11/ "The Products" refers to all the Products promoted on the Site.

 

12/ "The Product Database" refers to all the information relating to the Products promoted on the Site.

 

 

 

CONDITIONS OF USE

 

These conditions of use for the EUROPEAN SOURCING Website apply to relations between the Service Provider and the User.

 

 

Article 1 - Aim

 

These conditions of use exhaustively define all the rights and obligations of the Service Provider and the User of the EUROPEAN SOURCING Website.

 

All the usage methods of the Website shall be governed by these conditions of use. The User of the Website specifically acknowledges, prior to any use, that he has acknowledged and unreservedly accepts these conditions of use.

 

 

Article 2 - Registration

 

2-1 Languages

 

The languages available for the use of the Website are French, English, German, Italian and Spanish.

 

2-2 Login – creation of a User account

 

The User must create a User account in order to obtain his login:

 

- The Exhibitor shall receive the login and password for his User account in the same email in which he receives the login and password enabling him to access and administer his Online Stand within 15 (fifteen) days from acceptance of the quotation and settlement of the down payment.

 

- The Member Reseller creates his User account by following the instructions provided on the page opened by clicking on the hyperlink "my Subscription".

The Member Reseller must first certify that he is a "Reseller of promotional Products and business gifts". He must then provide personal information so that he can be identified by completing the following fields: company and/or trading name, full name and email of the legal representative of the company, telephone, fax, website, complete postal address, intra-community VAT number, password and invoicing address. Finally he must accept these conditions of use and general terms of sale and pay his Subscription according to the terms set forth in Article 4 of the general terms of sale below. The User account of the Member Reseller will only be created and effective upon receipt of payment by the Service Provider.

The opening of a User account and attainment of a Subscription for a Member Reseller grants the latter paid access to the Website which extends to the entire Product Database.

 

- The Identified Reseller receives a hyperlink to the following URL by email from the Service Provider www.europeansourcing.com/free. On the page accessed at this address, the Identified Reseller creates his User account by following the instructions provided on the page opened by clicking on the hyperlink "login".

The Member Reseller must first certify that he is a "Reseller of promotional Products and business gifts". He must then provide personal information so that he can be identified by completing the following fields: company name, full name and email of the legal representative of the company, telephone, fax, website, company, complete postal address and password. Finally he must accept these conditions of use.

The opening of a User account for a Member Reseller grants the latter free access to the Website limited to only part of the Product Database.

 

 

 

 

2-3 Cancellation of the User account

 

- Reasons for cancellation

 

The Service Provider may cancel a User account in the event of one of the occurrences below (non-exhaustive list):

The evaluation of these elements is at the entire discretion of the Service Provider.

 

- Lack of professional dependency link

 

In the event of the cancellation of the User account, the Service Provider may not under any circumstances oppose the existence of an alleged professional dependency link.

 

2-4 Cancellation of the User account

 

- Maintaining security

 

The User is the only individual authorised to guarantee the security of his account. It is up to him to take all the necessary steps to maintain the security and confidentiality of his account.

 

- Damage linked to the use of the account by a third party

 

In the event of damage occurring due to the use of the account by a third party without the authorisation of the account holder, the latter shall bear sole, exclusive responsibility.

 

The User concerned may, if he wishes, inform the Website of this unlawful use in order to obtain the possible cancellation of the transaction subject to the provision of evidence of usurpation. It is up to the Service Provider to assess the validity of this evidence.

 

 

Article 3 – Intervention of the Service Provider – Simple online intermediation

 

Through the Website, the Service Provider offers each Exhibitor the possibility of obtaining their own Online Stand if they so require via which they can directly promote their Products.

 

The Website also offers each Reseller in the sectors of promotional Products, promotional textiles and business gifts who have registered beforehand to the Site and whose registration has been accepted by EUROPEAN SOURCING, the possibility of consulting the Website: either free of charge with access to only part of the Product Database offered by the Exhibitors for Identified Resellers or in return for the payment of an annual Subscription with complete access to the entire Product Database of Exhibitors for Member Resellers.

 

The aim of the Website is therefore to create links between Exhibitors and Resellers.

 

The intervention of the Service Provider by means of the Site can therefore be summed up as a simple intermediation service under whose terms Exhibitors and Resellers are free to decide whether or not to make contact with one another.

 

Article 4 – Establishment of links and communication between the Exhibitor and the Reseller

 

If a Reseller is interested in a product promoted on the Website, he may in chronological order:

 

The Reseller's quotation request is immediately sent by email by the Service Provider to the Exhibitor who is then granted access to all the Reseller's details.

 

The Exhibitor is then free to respond to the quotation request sent directly to the Reseller by the means of communication of his choice (email or telephone).

 

At no point does the Service Provider become involved in the developing contractual relationship between the Exhibitor and the Reseller as his service is limited to the request for the transmission of a quotation from the Reseller to the Exhibitor.

 

 

Article 5 – Personal data

 

5-1 Communication of personal data

 

All Subscriptions are based on the assumption of authorised communication of the personal data of potential physical entity Users of the EUROPEAN SOURCING Website. In accordance with law n° 2004-801 of 6 August 2004 amending law n°78-17 on data protection of 6 January 1978, potential physical entity Users shall be granted a right to access, amend and delete data which concerns them and may oppose its being processed.

 

They may assert their right at any time with regard to the Service Provider by writing to the following address: EUROPEAN SOURCING – Zone Agropole Alphagro – 47310 ESTILLAC.

 

The Service Provider's Users file has been declared to the CNIL under number 1044716-1259170.

 

5-2 Transferral of data (excluding emails) to other Users

 

All the personal data collected by the Service Provider is required for his activity and the operation of the Site.

 

This personal data is saved in the Service Provider's customer file and may allow for the exercising of the right to access and correct data with the customer services department of EUROPEAN SOURCING, Zone Agropole Alphagro – 47310 ESTILLAC.

 

This personal data, with the exception of emails, may be communicated to other Users, above all Exhibitors, unless the User objects, in order notably to establish the intended links between Resellers and Exhibitors and within the framework of statistical modules available to the Exhibitors.

 

However, if you do not wish your data to be used by the other Users for prospecting purposes, please mark the box opposite with a X.

 

5-3 Newsletters and information

 

Moreover, when creating a User account the User may choose that information, notably newsletters, and commercial proposals be sent to him by the Service Provider, his subsidiary companies and commercial partners.

 

If he wishes to oppose this transmission, the User may either click on the link in the information letters and newsletters provided by the Service Provider, his subsidiary companies and commercial partners or go to the "My account" area in the "My details" section or send a request to the Service Provider by means of the contact form specifying the address to be deleted.

 

 

Article 6 – Intellectual property

 

All the elements on the Website, both relating to content and structure and notably but non-exhaustively logos, brands, names, images, comments, descriptions and software, are protected by trademark law, patent law, image reproduction rights and copyright.

 

All these elements are and shall remain the exclusive property of the Service Provider. They may not be copied, reproduced, distributed, transmitted or downloaded by any means or for any reason whatsoever.

 

However, according to the private copy exception, the partner may keep a copy of the pages of the EUROPEAN SOURCING Website for strictly personal purposes with a non-commercial aim provided that he does not make any alterations and respects all the property and copyright references featuring on the page.

 

Any individuals wishing to publish online a hypertext link leading directly to the EUROPEAN SOURCING Website must request the specific prior written authorisation of the Service Provider. If this requirement is not fulfilled, the link shall be removed at the request of the Service Provider.

 

Any other total or partial reproduction or representation which does not respect the conditions set forth above shall constitute forgery which may incur the civil and criminal liability of the author.

 

 

Article 7 – Liability

 

7-1 Accessibility of the Website

 

The User hereby agrees that the Service Provider shall be bound by a best efforts obligation in the provision of the service notably by guaranteeing the availability of the Website.

 

The Service Provider cannot guarantee an uninterrupted service: hosting may be suspended or limited for reasons such as maintenance, repairs, the addition of a new functionality or a new service on the Website or reasons which are out of the control of the Service Provider. The User may under no circumstances invoke the liability of the Service Provider on account of the interruption of the services provided.

 

7-2 Force majeure

 

The liability of the Service Provider shall not be invoked if the non-fulfilment or imperfect fulfilment of an obligation stems from a force majeure event as defined by the regulations and jurisprudence of the French courts.

 

7-3 Incorrect use and usurpation of the User account

 

The User is responsible for maintaining the confidentiality of his accounts and password. He must do his utmost to guarantee the confidentiality and security of said accounts and passwords.

 

The Service Provider shall decline all liability within the framework of incorrect use by the User himself or individuals accessing the User account which has given rise to a malfunction in the system.

 

Furthermore, the Service Provider shall not be deemed liable for any kind of damage, either material or consequential, direct or indirect which may arise from the incorrect use of the Site at the sole initiative of the User or an individual accessing the User account.

 

7-4 Personal data

 

The User shall have sole responsibility for erroneous, illicit and/or illegal information and content which he publishes online. The Service Provider shall under no circumstances be held responsible in the event of false or erroneous information concerning him.

 

 

7-5 Irresponsibility of the Service Provider and possible sale contract

 

As stated above, the Service Provider's service shall be limited to the establishment of links between Exhibitors and Resellers by means of the Website and visits made by Resellers to the Exhibitors' Online Stands.

 

The Service Provider shall therefore bear no responsibility whatsoever for the Products promoted on his Website.

 

In any contractual relationships which may subsequently develop between the Exhibitor and the Reseller, the Service Provider shall, where applicable, be a third party to the contract. His liability shall not be invoked in any disputes relating to this potential contractual relationship. Thus only the Exhibitor may be deemed liable in the event of a claim by the Reseller.

 

Therefore, the liability of the Service Provider cannot be involved under any circumstances and on any grounds whatsoever on the basis of a potential contractual relationship between the Exhibitor and the Reseller.

 

The Exhibitor shall bear sole liability for any contractual relationship between himself and the Reseller which he shall manage directly outside the context of the Website, notably with regard to orders, product quality, prices, delivery deadlines and inventory management. The liability of the Service Provider shall not be invoked under any circumstances on the basis of said potential sale contract in any context whatsoever.

 

The Exhibitor shall specifically guarantee the Service Provider against all complaints, irrespective of their nature, presented by any Reseller or third party and against any action or claims which may be initiated against the Service Provider in relation to the promoted Products.

 

In his dealings with the Exhibitor, the Service Provider shall exclude all liability in any context whatsoever for indirect damage such as loss of profit, loss, commercial or financial harm, increase in overheads or consequences of third party claims originating in or stemming from this service even though the Exhibitor was notified beforehand and for damage caused to individuals or property distinct from the service.

 

7-6 Damage linked to the management by the Exhibitor of his Online Stand

 

The Service Provider shall not be deemed liable for any indirect damage (such as loss of profit, loss, commercial or financial harm) caused to the Exhibitor stemming from poor management on his part.

 

7-7 Potential liability of the Service Provider

 

The civil liability of the Service Provider shall only be invoked on his account or on account of his employees in the event of acts completed by the latter within the framework of the enforcement of the contract and only if a causal link is established between the alleged harm and a fault by the Service Provider.

 

In all events, if the liability of the Service Provider is invoked in any context whatsoever, the total amount of compensation which the Service Provider may be required to pay to the Exhibitor shall not exceed the amount received by the Service Provider according to the contract concluded between them irrespective of the legal basis of the claim and the proceedings initiated.

 

 

Article 8: Online Stand

 

8-1 Use of the Online Stand

 

Under the terms of a contract concluded beforehand with the Service Provider, the Exhibitor shall be granted access to an Online Stand whose content he may manage in order to promote his Products.

 

The Exhibitor shall have sole liability for the management of his Online Stand.

 

8-2 Alteration of the Online Stand

 

If appropriate, the Service Provider may make alterations to the Exhibitor's Online Stand without his liability being incurred.

 

8-3 Refusal to grant an Online Stand

 

The Service Provider reserves the right to refuse to grant an Online Stand to any individual whose promoted Products he considers to be inconsistent with the aim or morality of the Website.

 

 

Article 9: Completeness of the conditions of use

 

In the event that one of the clauses of these conditions of use were to be declared illegal or unenforceable by a change in legislation or a definitive legal decision, its invalidity or unenforceability would be strictly limited to said clause and would not affect the validity of the other stipulations of this document.

 

 

Article 10: Non-renunciation

 

Failure by the Service Provider to apply one of the stipulations of these conditions of use shall not amount to his renunciation of the right to avail of the latter at any time and shall not affect the validity of all or part of this document.

 

 

Article 11: Applicable law and disputes

 

These conditions of use and all contractual relationships stemming from the latter shall be governed by French legislation irrespective of the location of the service.

 

In the event of a dispute, the parties undertake to seek an amicable solution taking into account the interests of each party before any legal action is taken.

 

If no amicable solution can be reached, all claims shall be presented to the courts of Bordeaux which shall be granted exclusive competence irrespective of the location of the service and notwithstanding any contrary clauses.

 

GENERAL TERMS OF SALE

 

 

These general terms of sale shall apply to relations between the Service Provider and the Member Reseller.

 

 

Article 1 - Aim

 

These general terms of sale constitute the sole basis for commercial negotiations between the parties and establish the contractual conditions applying to all Subscriptions taken out by a professional legal entity in the sectors of promotional Products, promotional textiles and business gifts with the authorisation to enter into contracts for the purpose of gaining Member Reseller status and thus being able to consult all the online product records on the Site.

 

These general terms of sale define all the rights and obligations between the Service Provider and the Member Reseller of the Website on an exhaustive basis.

 

All the sales terms between the Service Provider and the Member Reseller are governed by these general terms of sale and apply to all stages of said sale.

 

The Member Reseller of the Website specifically acknowledges before taking out the Subscription that he has read and unreservedly accepts these general terms of sale.

 

 

Article 2 – Subscription

 

By taking out a Subscription, a professional legal entity in the sectors of promotional Products, promotional textiles and business gifts with the authorisation to enter into contracts may become a Member Reseller and thus be able to access the entire database of Exhibitors' Products presented on the Website throughout the term of the Subscription.

 

 

Article 3 – Subscription terms

 

3-1 Languages

 

The languages available for the taking out of a Subscription on the Website by a professional legal entity in the sectors of promotional Products, promotional textiles and business gifts with the authorisation to enter into contracts are French, English, German, Italian and Spanish.

 

3-2 Login

 

The Member Reseller creates his User account by following the instructions provided on the page opened by clicking on the hyperlink "my Subscription".

 

The Member Reseller must first certify that he is a "Reseller of promotional Products and business gifts". He must then provide personal information so that he can be identified by completing the following fields: company and/or trading name, full name and email of the legal representative of the company, telephone, fax, website, complete postal address, intra-community VAT number, password and invoicing address. Finally he must accept these conditions of use and general terms of sale and pay his Subscription according to the terms set forth in Article 4 of these general terms of sale. The User account of the Member Reseller will only be created and effective upon receipt of payment by the Service Provider.

 

The opening of a User account and attainment of a Subscription for a Member Reseller grants the latter paid access to the Website which extends to the entire Product Database.

 

 

3-3: Subscription order

 

The Subscription price is the one indicated on the Site on the Subscription date.

 

All Subscriptions taken out by a Member Reseller shall be deemed to constitute unreserved acceptance of the price.

 

The Member Reseller wishing to subscribe may finalise his Subscription by clicking on the tab "Confirm my Subscription".

 

The Member Reseller must enter the necessary payment information to complete and validate the Subscription.

 

The Subscription shall only be considered definitive and shall only be binding on the parties when the Subscription price has been paid by the Member Reseller.

 

The validation of the Subscription by the Member Reseller constitutes an electronic signature which has the same value between the parties as a hand-written signature.

 

When the Member Reseller has validated his Subscription, the latter shall be recorded by the Service Provider as a Member Reseller.

 

Unless evidence is provided to the contrary, the data recorded by the Service Provider under normal security conditions shall constitute evidence of all the elements relating to the Subscription notably in relation to its nature, content, price and date.

 

 

Article 4 - Payment

 

4-1 Payment amount

 

The total amount payable by the Member Reseller including taxes and processing costs is indicated at the time of final validation of the Subscription.

 

4-2 Payment methods

 

The Member Reseller may pay for his Subscription using the following payment methods:

. RIB: Bank: Société Générale - 47000 AGEN (France);

. SWIFT Code: SOGEFRPP AGE;

. IBAN Code: FR76 30003 00010 00020045567 91.

 

The Subscription shall only be effective upon receipt of the full payment by the Service Provider.

 

In accordance with the regulations in force, the Service Provider shall not retain the banking details relating to the Member Reseller. It is therefore up to the Member Reseller to save and print the payment certificate if he wishes to retain the banking details for the transaction.

 

4-3 Rate changes

 

The Service Provider reserves the right to alter the Subscription amount subject to prior notification at least one month before the actual date of the rate changes.

 

 

 

 

 

 

 

Article 5: Duration of the service

 

5-1 Duration of the Subscription

 

The Subscription shall be taken out for a period of 1 (one) year, which may be extended by tacit agreement for periods of the same duration.

 

The Subscription contract may only be cancelled by means of a registered letter sent by the Reseller to the Service Provider at least 2 (two) months before the anniversary date of the contract.

 

 

5-2 Starting point of the Subscription

 

The Subscription shall take effect as of the collection of the payment, as confirmed by proof of receipt of the payment by the bank

 

Upon receipt of the payment and at the same time as the enforcement of the Subscription, the Service Provider shall unblock access for the Member Reseller by means of his User account to the entire Product Database on the Site.

 

 

Article 6 – Cooling-off period

 

6-1 Aim of the cooling-off period

 

In accordance with the provisions of Article L. 121-20 of the Consumer Code, the Member Reseller shall be granted a cooling-off period of 14 (fourteen) days from acceptance of the offer.

 

If this period ends on a Saturday, Sunday, a public holiday or a day off, it shall be extended to the next working day.

 

6-2 Terms

 

The Member Reseller must notify the Service Provider prior to withdrawal by sending an email to the following address: commerciale@europeansourcing.com.

 

The Member Reseller shall be reimbursed via the payment method chosen by the Service Provider within 30 days following the actual withdrawal date.

 

The reimbursement of the Member Reseller shall include all the amounts paid to purchase the Subscription (purchase price including tax and order processing costs).

 

 

Article 7 – Cancellation

 

In the event of the violation by one of the parties of any of their obligations, the contract may be lawfully cancelled and the status of Member Reseller (and by extension access to the entire database of Exhibitors' Products present on the Website) may be removed by the Service Provider upon expiry of a period of 15 (fifteen) days from notification of said violation by registered letter with acknowledgement of receipt which has not been observed.

 

In the event of the cancellation of the contract by the Service Provider, the latter shall not be required to provide any reimbursement.

 

In the event of unilateral cancellation by the Member Reseller, the price paid by the latter shall be retained by the Service Provider as standard compensation without prejudice to any other action which he may initiate against the Member Reseller.

 

 

 

Article 8 – Liability

 

The Service Provider shall be bound with respect to his client by a simple best efforts obligation rather than an obligation to achieve a given result.

 

The liability of the Service Provider shall not be invoked if the non-fulfilment or imperfect fulfilment of an obligation was caused by a third party to the contract or stems from a force majeure event as defined by the regulations and jurisprudence of the French courts.

 

Furthermore, the Service Provider shall not be deemed liable for any kind of damage, either material or consequential, direct or indirect which may arise from the incorrect use of the service by the Member Reseller.

 

If an order is placed by the Member Reseller for an Exhibitor's product, the Service Provider shall be considered to be a third party to the sale and shall therefore not be deemed liable for any disputes between the Member Reseller and the Exhibitor.

 

 

Article 9 – Completeness of the general terms of sale

 

In the event that one of the clauses of these general terms of sale were to be declared illegal or unenforceable by a change in legislation or a definitive legal decision, its invalidity or unenforceability would be strictly limited to said clause and would not affect the validity of the other stipulations of these general terms of sale .

 

 

Article 10 – Non-renunciation

 

Failure by the Service Provider to apply one of the stipulations of these general terms of sale shall not amount to his renunciation of the right to avail of the latter at any time and shall not affect the validity of all or part of general terms of sale.

 

 

Article 11: Applicable law and disputes

 

These general terms of sale and all contractual relationships stemming from the latter shall be governed by French legislation irrespective of the location of the service.

 

In the event of a dispute arising between the Member Reseller and the partner, the parties undertake to seek an amicable solution before any legal action is taken.

 

If no amicable solution can be reached, all claims shall be presented to the courts of Bordeaux which shall be granted exclusive competence irrespective of the location of the service and notwithstanding any contrary clauses.