D BY DELPHINE
General terms and conditions of sale
The present “Sellers” General Terms and Conditions govern the relationship between the Sellers and D BY DELPHINE for the sale of Products through the Site.
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The Seller (as defined in Article 1 hereof),
On the one hand,
The company D BY DELPHINE, a simplified joint stock company with a single shareholder and a share capital of 2,000 euros, registered in the Paris Trade and Companies Register under number 897 740 890, and whose registered office is located at 42 avenue Paul Doumer – 75116 Paris, represented by Mrs Delphine LABOUYRIE in her capacity as President, duly authorized for the purposes of these presents.
Hereinafter referred to as “D BY DELPHINE
On the other hand,
The Seller and D BY DELPHINE are hereinafter referred to individually as the “Party” or collectively as the “Parties”.
The present General Terms and Conditions “Sellers” are hereinafter referred to as “the GTC”.
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IT HAS BEEN PREVIOUSLY EXPLAINED THAT :
D BY DELPHINE operates the website www.maisoneloe.com, an online platform that brings together Buyers and Sellers to enable Buyers to acquire second-hand signed jewelry items from Sellers, who are professionals.
It is specified that D BY DELPHINE operates only as an intermediary and that its intervention is carried out only to facilitate the sale of Products between Buyers and Sellers, without constituting a party to the sale of the Products. D BY DELPHINE, which is neither Seller nor Buyer, has no control over the sales made by the Sellers on the Site and shall not be liable for the sale of the Products in any way whatsoever. Only the Sellers are responsible for the sale of Products through the Site and for their delivery (including in the context of the return of Products), for the dissemination of the Contents and Advertisements and for the processing of any complaints from Buyers and third parties in this respect. The sale of Products between Buyers and Sellers is governed by the “Buyers” General Conditions posted on the Site.
In this context, the Parties agree to enter into these GTC to govern their rights and obligations.
WITH THIS IN MIND, IT HAS BEEN AGREED AS FOLLOWS:
ARTICLE 1 – DEFINITIONS
The Parties agree and accept that the following terms used with a capital letter, in the singular and/or plural, have, within the framework of the GTC, the meaning given to them below:
“Buyer” means any User who purchases one or more Products on the Site.
“Advertisement” means any offer to sell a Product published by a Seller on the Site.
“Order” means the process of purchasing a Product online by a Buyer from a Seller through the Site.
“Commission” refers to the financial consideration owed by the Seller to D BY DELPHINE in return for the Services it provides. The amount of the Commission corresponds to twenty percent (20%) of the price of each Product, all taxes included (VAT included). For example, if the price of a Product is 2,000 euros including tax, the Commission is 400 euros including tax.
“Account”: personal account created by the Seller on which he/she enters his/her personal details and information, publishes and manages his/her Advertisements in order to offer Products for sale through the Site.
“Content” refers to any element (including video, photographs, documents, messages, comments, texts, images, etc.) posted by a User on the Site.
“Confidential Information” means any information in any form whatsoever, tangible or intangible (in particular written or oral), of any nature whatsoever (in particular technical, commercial, financial, accounting, legal, fiscal or administrative), which directly or indirectly concerns D BY DELPHINE and/or its activity (including the GTC), and disclosed by or on behalf of D BY DELPHINE.
“Order Price” means the price of the Product plus, if applicable, delivery charges and applicable customs, local taxes, import duties and state taxes.
“Product” means any product offered for sale by a Seller through the Site, exclusively signed, second-hand jewelry items. The case containing the jewelry item is an integral part of the Product.
“Site” refers to the Internet site www.maisoneloe.com, an online platform operated by D BY DELPHINE enabling Sellers and Buyers to be put in contact with each other with a view to the sale of Products by Sellers to Buyers.
“Services” means the online intermediation services provided by D BY DELPHINE, as described in article 4 of these GTC.
“Seller” refers to any natural or legal person, having the status of a professional, who offers for sale one or more Products through the Site in the framework of his/her professional activity. Any person who is not a professional may not sell Products through the Site.
“User” means any Internet user browsing the Site.
ARTICLE 2 – PURPOSE
The purpose of these GTC is to define and govern the terms and conditions under which D BY DELPHINE makes available to Sellers the Services enabling them, through the Site, to be put in contact with Buyers to sell Products to Buyers.
The present GTC apply without restriction or reserve to all online sales proposed on the Site.
ARTICLE 3 – ACCEPTANCE OF THE GCV
The GTC are accessible and printable at any time on the form of creation of an Account by the Seller and on his Account.
The acceptance of the GTC by the Seller is materialized by a checkbox in the Account creation form. Any acceptance under reserve is considered null and void. The Seller who does not accept to be bound by the GTC cannot sell Products through the Site.
The T&Cs constitute the entire agreement between the Parties and supersede any prior agreement or understanding, oral or written, relating thereto. They prevail over any other general or specific conditions not expressly agreed by D BY DELPHINE.
D BY DELPHINE reserves the right to modify the GTC at any time under the conditions of article 19 of the GTC.
The applicable GTC are the latest GTC put online on the Site.
ARTICLE 4 – SERVICES
Subject to the provisions of the General Terms and Conditions of Use of the Site to which the Seller expressly adheres, D BY DELPHINE provides the Sellers with Services enabling them, through the Site, to be put in contact with Buyers in order to sell Products to Buyers. These services are the following:
D BY DELPHINE allows Sellers to access the Site and to create an Account on the Site through which they can offer Products for sale; the Site thus allows the publication and management by the Seller of Advertisements, written by the Seller and which constitute an offer to sell;
D BY DELPHINE informs the Seller of the Buyers’ Orders;
D BY DELPHINE allows the Sellers to be put in contact with the delivery service provider FEDEX for the delivery of the Products to the Buyers;
D BY DELPHINE receives the Order Price (on a third party account managed by the payment service provider Mangopay) and automatically issues an invoice for the Order Price on behalf of the Seller;
D BY DELPHINE shall transmit to the Seller (through the Mangopay payment provider) the Order Price, less the Commission, delivery charges and applicable local, import and state taxes, and any other applicable amount in case of outstanding amounts;
The Site allows Sellers to exchange messages with Buyers via a “chat” system;
D BY DELPHINE receives complaints from Buyers sent via the Site and passes them on to the Sellers if necessary. With regard to the right of withdrawal, this can be exercised through the Site thanks to a dedicated function. D BY DELPHINE does not provide the Seller with any other specific functionality on the Site for the processing of complaints from Buyers. The resolution of these complaints is the sole responsibility of the Seller.
ARTICLE 5 – SALE OF PRODUCTS
5.1 Creation of an Account by the Seller
To sell Products through the Site, the Seller must register on the Site by creating an Account.
This registration is done in three steps:
The Seller fills in several mandatory fields of the registration form marked with an asterisk, using complete, up-to-date and accurate information, and not tainted with a misleading character. This information includes in particular the Seller’s email address, postal and telephone details, and the referencing criteria set out in article 12.1 of the GTC.
D BY DELPHINE shall acknowledge receipt of the Seller’s request to create an Account by e-mail addressed to the Seller.
D BY DELPHINE shall validate or not the registration of the Seller. Indeed, the registration on the Site does not automatically imply membership to the online platform operated by D BY DELPHINE, which reserves the right, without incurring any liability, to integrate or not the Seller to this marketplace. The Seller shall be refused access to the online platform if it does not meet all the listing criteria set forth in article 12.1 of the GTC. Any acceptance or refusal will be notified to the Seller by e-mail.
In case of acceptance by D BY DELPHINE of the Seller’s registration, the latter shall provide several supporting documents and additional information, in particular his bank details (so that D BY DELPHINE can pay him the amounts due) and his Kbis.
While waiting for the supporting documents and additional information from the Seller, D BY DELPHINE reserves the right not to activate the Seller’s Account and/or to temporarily suspend its Account and/or to withdraw its Advertisements.
D BY DELPHINE reminds the Seller, who is acting in a professional capacity, of its obligation to respect the laws and regulations incumbent upon it as a professional, in particular the laws and regulations relating to the conclusion of a distance selling contract, to consumer law (clarity of the offer to the consumer, consumer information, availability of Products, delivery conditions, the consumer’s right of withdrawal, invoicing, legal warranties, etc.), to company law, to tax law, to social law, to misleading, disloyal or abusive commercial practices, of which it affirms that it is fully aware. The Seller shall make all necessary declarations to the relevant authorities in order to comply with its obligations.
The Seller undertakes to update the information mentioned in his Account in the event of modifications, so that they always correspond to the above-mentioned criteria. This update is done by logging into the Account and modifying the information concerned.
The Seller is informed and accepts that the information entered for the purpose of creating or updating his Account is proof of his identity. The information entered is binding upon validation.
The Seller can access his Account at any time after having identified himself with his username/email address and his password. The Seller agrees not to register under an identifier/email address that may infringe the rights of a third party (brand, company name, trade name, etc.).
The Seller undertakes to use his Account personally and not to allow any third party to use it in his place or on his behalf, unless he bears full responsibility.
He is also responsible for maintaining the confidentiality of his username/email address and password, any access to his Account using the latter being deemed to be made by him. He must immediately contact D BY DELPHINE at the address mentioned in article 21 of the GTC if he notices that his Account has been used without his knowledge.
The Seller must, moreover, take the necessary measures to save by his own means the information of his Account that he deems necessary, of which no copy will be provided to him.
D BY DELPHINE shall in no case be held responsible for any errors, omissions or inaccuracies that may be found in the information provided by the Seller, nor for any prejudice that may result for the Buyers, other Users and/or third parties.
The Seller will have the possibility to temporarily deactivate his Account by clicking on the button dedicated to this functionality. The Seller’s Account, and consequently his Ads, will no longer be available during this period and no Orders may be placed by Buyers. The Seller undertakes to :
inform D BY DELPHINE at least fifteen (15) working days in advance of the planned temporary deactivation;
not to temporarily deactivate his Account as long as Orders are in progress and/or claims are pending (unless the Seller can fully manage the processing of such Orders and claims during the temporary deactivation);
not to maintain the temporary deactivation of its Account for more than two (2) months; if this deactivation occurs for more than two (2) months, D BY DELPHINE shall reserve the right to terminate these GTC by operation of law.
5.2 Placing of an Ad online by the Seller
To sell a Product, the Seller must publish an Ad on the Site (by logging into his Account).
In accordance with the provisions of Article L. 111-1 of the Consumer Code, the Seller undertakes to indicate in each Advertisement
the essential characteristics of each Product, in particular its nature, color(s), material(s), year of manufacture, dimensions, reference to the designer and/or brand of the Product, any deterioration of the Product.
The Seller undertakes to publish clear photographs – at least five (5) – showing the Product in a visible and clear manner. The Seller undertakes to post only true, accurate and unaltered photographs of the Product, and guarantees to hold all the rights attached to them.
It is specified that the Products put on sale can only be signed second-hand jewelry items. The Seller is forbidden to offer for sale through the Site any other product.
The Products must be available and must be able to be ordered by the Buyers as long as the Advertisement is online on the Site.
The Seller is responsible for the drafting of the Advertisement relating to the Product it offers for sale on the Site, for the Product offered for sale and for the Contents it publishes.
D BY DELPHINE does not carry out any control of the Advertisements, the Contents and the Products, in particular of the possible infringing character of the Products and of the authenticity of the stones and metals composing them. D BY DELPHINE shall simply ensure, before the Ad is put online, that the photographs appearing in the Ads are clear and harmonized, and that the descriptions of the Products are consistent and free of linguistic errors/imprecisions. Thus, the Seller acknowledges and accepts that D BY DELPHINE may refuse to put an Advertisement online if the quality of the photograph is not deemed satisfactory and/or if the description is not homogeneous and/or contains errors or imprecisions of language. D BY DELPHINE shall not itself make the required modifications, which shall be made by the Seller. The Seller thus accepts that D BY DELPHINE may ask him to modify the photographs of the Products in order to optimize their quality and the descriptions of the Products so that they comply with the requirements of homogeneity and language.
the price of each Product. The price of the Product is indicated in Euros, including all taxes (VAT and other applicable taxes) and is freely determined by the Seller. The Seller is responsible for indicating the taxes applicable to the Product: D BY DELPHINE shall not be liable for any error in this indication.
The price of the Product indicated on the Site shall not be different from the price that the Seller may charge for sales made directly to customers (e.g. in the context of the sale of the Product in its physical store). This prohibition is justified by D BY DELPHINE’s desire, from a commercial point of view, to offer consumers pricing conditions that are in line with those practiced in case of direct sales by the Seller.
The price of a Product does not include :
any delivery charges that may apply to the delivery of the Products, invoiced if necessary in addition to the price of the Products. The amount of any applicable delivery charges shall be indicated before the Order is confirmed by the Buyer.
any customs duties and local taxes or import duties or state taxes that may be due, depending on the case, particularly in the event of purchases outside the European Union and/or in French overseas departments and territories. These rights and sums are not under the responsibility of the Seller. They are the responsibility of the Buyer (in particular declarations, payment to the competent authorities). Buyer shall pay any applicable customs duties, local taxes, import duties and state taxes, in addition to the delivery charges, when placing the Order.
any bank charges and telecommunication fees necessary to access the Site, which shall be borne by Buyer.
The applicable Product prices are those indicated on the Site on the day of the Order.
This pre-contractual information is presented by the Seller in French and in English. The Seller shall be required to translate into English, by its own means, all of the Content that it publishes on the Site, including the Advertisements.
The Buyer shall have the opportunity to ask the Seller questions about the Product. The Seller undertakes to answer his questions as precisely as possible, under the conditions of article 10.4 of the GTC, in particular in order to avoid any lack of conformity of the Product to the description given in the Advertisement.
The Seller has the possibility to modify the Advertisement, subject to prior validation by D BY DELPHINE to ensure the quality of the photographs, the homogeneity of the description and the absence of any mistake/imprecision of language.
5.3 Conclusion of the sale between the Seller and the Buyer
The Buyer may place an Order for one or more Products under the following conditions.
The Buyer may select the Product(s) listed on a Seller’s Advertisement by putting them in his shopping cart;
Once the Product(s) is (are) selected, the Buyer must create or connect to his account;
The Buyer will then have to (i) validate the selected Product(s), (ii) choose if he/she wants the Product(s) to be delivered or to go to the Seller’s store to pick them up, and (iii) if applicable, fill in the delivery information and validate the terms and conditions and any applicable delivery fees, customs fees, local taxes, import duties and state taxes;
Finally, the Customer shall proceed to the payment of the Order Price. At this stage, he/she clicks on the “Pay my order” button and acknowledges that he/she is placing an order with payment obligation. After this action, the Buyer will not be able to cancel his Order (subject to the exercise of his right of withdrawal);
The Buyer shall receive an e-mail confirming the Order, summarizing the elements of the Order, namely the description of the Product(s) ordered and the corresponding price, as well as the expected delivery time and the Seller’s contact details. The confirmation email shall also include a copy of the General Terms and Conditions “Buyers” in force as well as a mention of the withdrawal period and modalities;
D BY DELPHINE shall inform the Seller of the Buyer’s Order by e-mail (in case of bank transfer, this e-mail shall be sent once the transfer has been made by the Buyer). The Seller undertakes to accept or refuse the Order (if the Product is no longer available in the meantime) within two (2) working days of receipt of the aforementioned e-mail.
Failure by Seller to respond within the aforementioned time period shall constitute rejection of the Order, and the sales contract shall not be concluded. Buyer’s Order shall then be cancelled and Buyer’s credit card shall be re-credited accordingly.
Seller’s acceptance of the Order shall be binding and irrevocable. As of this acceptance, the distance sale shall be concluded and deemed complete.
The Product(s) ordered shall be delivered by the Seller to the Buyer in accordance with Article 7 of the GTC.
5.4 Order cancellation or suspension
D BY DELPHINE reserves the right to suspend or cancel any Order, whatever its nature and level of execution, in the event of non-payment or partial payment of any amount due by the Buyer, or in the event of fraud or attempted fraud relating to the use of the Site, including in connection with previous Orders.
In this respect, D BY DELPHINE reserves the right to ask the Buyer for proof of identity (copy of identity card, proof of residence and/or copy of bank card). Pending receipt of these documents, D BY DELPHINE reserves the right to suspend the Order.
ARTICLE 6 – PAYMENT
6.1 Payment of the Order Price by the Buyer
The totality of the Order Price is due (in euros) immediately upon placing the Order, when the Buyer clicks on the “Pay my order” button and acknowledges that he/she is placing an order with a payment obligation.
Payment is made online by credit card (MasterCard, Visa, CB, Amex) or by bank transfer, through the application Mangopay, payment service provider. If the Purchaser chooses to make a bank transfer, he or she has two (2) business days to make the transfer; otherwise, the Order will be cancelled.
Once the payment has been made by the Buyer, the Order Price is immediately debited by D BY DELPHINE.
D BY DELPHINE shall not be held liable in case of fraudulent use of the payment means used by the Buyer in case of non-payment or partial payment by the Buyer.
6.2 Payment to the Seller
The Seller authorizes D BY DELPHINE to collect the Order Price (through the payment provider Mangopay).
As compensation for the Services, the Seller authorizes D BY DELPHINE to retain the amount corresponding to the Commission.
Subject to the absence of withdrawal by the Buyer, D BY DELPHINE shall proceed to the payment on the Seller’s bank account (through the payment provider Mangopay) of the amount corresponding to the price including all taxes (TTC) of the Product sold from which the Commission shall be deducted (and any other applicable amount in case of outstanding amounts), after the expiration of the withdrawal period (in case of withdrawal, this payment will be made only if the Product is not returned by the Buyer to the Seller within the legal deadline, namely fourteen (14) days following the communication by the Buyer of his desire to withdraw). Bank charges may be applied to the transfer, particularly for accounts domiciled outside France. The Seller shall consult the terms and conditions applicable to these transactions with the banking establishment concerned. Amounts transferred may not be credited immediately to the Seller’s bank account due to the technical delay applicable to transfers between banks.
The Seller expressly waives the right to claim the benefit of any sums (interest or other) that may be generated by the temporary immobilization of the amounts received by D BY DELPHINE in connection with the Order.
Invoice of the Order Price to the Buyer
D BY DELPHINE shall issue, on behalf of the Seller, an invoice for each Order, which invoice shall be available in the Account of the Seller and of the Buyer. This invoice shall also be sent by e-mail to the Buyer. Seller shall include a hard copy of the invoice in the package for each Order.
This automated invoicing is a Service provided by D BY DELPHINE to the Seller. However, D BY DELPHINE shall not be held responsible for the conformity of the invoice to the applicable laws and regulations: the Seller shall ensure this conformity and shall be solely responsible for it.
Commission invoice to the Seller
The Commission invoice intended for the Seller shall be accessible on the Seller’s Account.
ARTICLE 7 – DELIVERY
The Buyer may opt for delivery of the Product(s) ordered to the delivery address indicated by him or for collection (free of charge) of the Product(s) ordered in the Seller’s store. The Seller is obliged to respect the choice of the Buyer.
In the event that the Buyer would have opted for a recovery of the Product(s) ordered in the Seller’s store, the Seller undertakes to communicate the address of its store to the Buyer.
In the event that the Buyer has opted for delivery of the Product(s) ordered, the following provisions shall apply.
7.1 Delivery territory
Deliveries can be made in France and outside France.
7.2 Delivery method
The delivery of the Products will be ensured by the service provider FEDEX.
The Products shall be shipped directly by the Seller to the Buyer as follows: the Seller may select, via the Site, a date and time for collection of the Products by FEDEX, such collection to take place within a maximum of forty-eight (48) hours following confirmation by the Seller of the Order. FEDEX will collect the Products from the address indicated by the Seller and deliver the Products to the address indicated by the Buyer.
The Seller undertakes to package the Products in a suitable way to preserve the integrity and quality of the Products. The Seller also undertakes to respect the following instructions for the package:
If a package contains several Products, the size of the package must not exceed the following dimensions: 302 x 203 x 178 cm
If a package contains only one Product, the size of the package must not exceed the following dimensions
– small package: 12x12x12
– medium package: 16x16x12
-large package: 30X30x12
7.3 Delivery price
Delivery costs are payable by D BY DELPHINE if the delivery address is located in metropolitan France.
Delivery costs are to be paid by the Buyer if the delivery address is located abroad or in the DOM/TOM.
7.4 Delivery times
Delivery times shall be communicated to the Buyer before the Order is placed.
In the event of an Order for several Products from the same Seller, delivery shall be made in one go.
The Seller shall be solely responsible for the proper delivery of the Product(s) ordered to the Buyer, within the time limits made known to the Buyer. D BY DELPHINE shall simply put the Seller in contact with the delivery service provider FEDEX, without any responsibility of D BY DELPHINE in the delivery of the Products being inferred. The risks related to the delivery operation shall be borne by the Seller, who shall be responsible for taking action against the carrier if necessary. D BY DELPHINE declines all responsibility in case of damage to a Product or loss of a Product during its shipment to the Buyer.
The Buyer may contact the Seller for the follow-up of his Order via the chat system set up on the Site.
The Seller is reminded that it undertakes to respect the provisions of articles L. 216-2 and -3 of the French Consumer Code, which stipulate that :
In the event of failure to deliver within the period indicated to Buyer, Buyer may cancel the Order by registered letter with acknowledgment of receipt or by writing on another durable medium, if, after having requested Seller, in the same manner, to make delivery within a reasonable additional period of time, it has not done so; Seller shall, if necessary, contact FEDEX via the Site to ensure delivery within such reasonable additional period of time;
The contract shall be deemed terminated upon receipt by the Seller of the letter or writing informing it of such termination, unless delivery has occurred in the meantime;
In the event of termination of the contract as aforesaid, the Buyer shall be refunded all sums paid by him, including delivery charges, at the latest within 14 (fourteen) days following the date on which the contract was terminated.
7.5 Retention of Title
The Seller retains full ownership of the Product(s) ordered until the Buyer takes physical possession of them. From that date, the risk of loss and deterioration of a Product is transferred to the Buyer. Before this date, these risks belong to the Seller.
ARTICLE 8 – RIGHT OF WITHDRAWAL
D BY DELPHINE puts the Seller and the Buyer in contact through the Site for the exercise of the right of withdrawal.
The Seller is reminded that, in accordance with the provisions of the French Consumer Code, the Buyer has a period of fourteen (14) days from the date of receipt of the Product(s) ordered to withdraw from the Order without having to give any reason or pay any penalty, with the exception of the return shipping costs, which shall be borne by the Buyer. When the Order concerns several Products delivered separately or in the case of an Order for a good composed of multiple batches or parts whose delivery is staggered over a defined period, the time limit shall run from the receipt of the last good or batch or part.
The Buyer who wishes to exercise his right of withdrawal must send his request for withdrawal by clicking on the dedicated button on the Site, before the expiry of the above deadline. The Seller shall then be informed by D BY DELPHINE of the Buyer’s wish to withdraw. D BY DELPHINE shall immediately send the Buyer an acknowledgement of receipt of the withdrawal on a durable medium.
The Products shall be returned to Seller under the following conditions:
If the Buyer has opted for delivery, the Products must be returned to the Seller no later than fourteen (14) days following the communication by the Buyer of his wish to withdraw. To do so, the Buyer must indicate the date and time of collection by FEDEX. A return slip will then be generated and FEDEX will collect the Products from the address indicated by the Buyer. If the Buyer has opted to collect the Products from the Seller’s store, the Products must be returned by the Buyer, by his own means and at his own expense, to the store’s postal address within the aforementioned period.
They must not have been worn (except for the first fitting). If possible, they must be accompanied by a copy of the purchase receipt. The Buyer is considered responsible in case of deterioration of the Products during their return to the Seller (in particular traces, deformations, deteriorations, stains).
The Products must be returned in their case, which is an integral part of the Products. However, they may be returned without their original packaging, provided that the Buyer ensures that the packaging containing the Products to be returned is adequate to preserve the integrity and quality of the Products.
The Buyer shall be reimbursed the full amount paid for the Order, minus the return shipping costs, which shall remain at the Buyer’s expense. This reimbursement shall be made through D BY DELPHINE (via the payment provider MangoPay) as soon as possible and at the latest within fourteen (14) days from the effective recovery of the Products by the Seller or until the Buyer has provided proof of shipment of the Products, the date of the first of these facts being taken into account. The refund will be made using the same payment method as the one used for the initial transaction. In any event, this refund will not result in any charges to the Buyer. Additional costs will not be reimbursed if the Buyer has expressly chosen a delivery method that is more expensive than the standard delivery method offered.
ARTICLE 9 – LEGAL GUARANTEES
The Seller is reminded that, in accordance with the law, the Buyer benefits from legal guarantees of conformity as well as for hidden defects of the thing sold.
When he acts in legal guarantee of conformity, the Buyer :
has a period of two years from the delivery of the goods to act;
may choose between repairing or replacing the good, subject to the cost conditions provided for in Article L. 211-9 of the Consumer Code;
is exempted from proving the existence of the lack of conformity of the good during the six months following the delivery of the good. This period is extended to twenty-four months from March 18, 2016, except for used goods.
The legal guarantee of conformity applies independently of any commercial guarantee that may have been granted.
The processing of legal guarantees is the sole responsibility of the Seller.
It is agreed that, with the exception of the right of withdrawal which can be exercised via the Site thanks to a dedicated functionality, D BY DELPHINE does not provide the Seller with any particular functionality on the Site for the exercise of the other legal guarantees. In particular, in case of reimbursement of the Order Price to the Buyer following the exercise of a legal guarantee other than the right of withdrawal, this reimbursement shall not be made through the Site but directly by the Seller. Similarly, the Seller shall also manage the return of the Product alone.
9.1 Legal guarantee of conformity
The Seller guarantees the conformity of the Product to the Advertisement.
The Seller undertakes to ensure that the Product(s) ordered correspond in every respect to the information and photographs published in the Advertisement. The Seller hereby undertakes to indemnify D BY DELPHINE against any request or claim related to the lack of conformity of the Product(s) ordered to the Advertisement.
If the Buyer finds that the Product delivered to him/her presents a non-conformity, he/she shall inform the Seller thereof, indicating the nature of the non-conformity found (it being specified that defects of conformity which appear within six (6) months from the delivery of the Product are presumed to have existed at the time of delivery, unless proven otherwise).
The Seller will proceed to the necessary verifications and will propose to the Buyer the repair of the Product insofar as possible (the replacement of the Product being impossible, taking into account the fact that the Products are second-hand signed jewelry articles).
If the repair of the Product is impossible, the Purchaser can return the Product and have the price returned or keep the Product and have part of the price returned. The same option is available to him:
1° If the repair cannot be carried out within one month of the complaint of the Buyer;
2° Or if the repair cannot be made without major inconvenience to the Buyer, given the nature of the Product and the use he is seeking.
However, the sale may not be cancelled if the lack of conformity is minor.
The Seller shall agree with the carrier of its choice on the terms and conditions of return, and shall inform the Buyer by any useful means. The Seller shall bear the costs of the return.
The Products must be returned to the Seller with a copy of the corresponding purchase invoice.
It is reminded that the legal warranty of conformity applies independently of any commercial warranty that may have been granted.
D BY DELPHINE does not provide any particular functionality on the Site regarding the exercise of this legal warranty. The Seller alone shall manage the reimbursement of the price and the return of the product in case of exercise of this legal warranty.
9.2 Warranty for hidden defects
Under the warranty for hidden defects, the Buyer has the choice of returning the Product and having the price returned, or keeping the Product and having part of the price returned.
D BY DELPHINE does not provide any particular functionality on the Site regarding the exercise of this legal warranty. The Seller alone shall manage the refund of the price and the return of the Product in case of exercise of this legal warranty.
9.3. Reminder of applicable legal provisions
For all practical purposes, the following legal provisions are recalled:
Article L217-4 of the French Consumer Code: The seller delivers goods that conform to the contract and is responsible for any defects in conformity existing at the time of delivery. He is also responsible for defects in conformity resulting from the packaging, the assembly instructions or the installation when the latter has been put at his charge by the contract or has been carried out under his responsibility.
Article L217-5 of the French Consumer Code: The goods conform to the contract:
1° If it is fit for the purpose usually expected of a similar good and, where appropriate :
– if it corresponds to the description given by the seller and has the qualities that the seller presented to the buyer in the form of a sample or model;
– if it presents the qualities that a purchaser can legitimately expect taking into account the public declarations made by the salesman, by the producer or by his representative, in particular in publicity or labelling;
2° Or if it has the characteristics defined by mutual agreement between the parties or is suitable for any special use sought by the buyer, brought to the attention of the seller and accepted by the latter.
Article L. 217-7 of the French Consumer Code: Defects of conformity that appear within twenty-four months from the delivery of the goods are presumed to exist at the time of delivery, unless proven otherwise. For goods sold second-hand, this period is set at six months. The seller may rebut this presumption if it is not compatible with the nature of the goods or the alleged lack of conformity.
Article L. 217-8 of the Consumer Code: The buyer is entitled to demand that the goods conform to the contract. However, he cannot contest the conformity by invoking a defect that he knew or could not ignore when he contracted. The same applies when the defect originates in the materials he himself supplied.
Article L. 217-9 of the French Consumer Code: In the event of a lack of conformity, the buyer may choose between repairing or replacing the goods. However, the seller may not proceed according to the buyer’s choice if this choice entails a cost that is clearly disproportionate to the other method, given the value of the goods or the importance of the defect. In such a case, the seller is obliged to proceed, unless it is impossible, according to the method not chosen by the buyer.
Article L. 217-10 of the French Consumer Code: If repair and replacement of the goods are impossible, the buyer may return the goods and have the price refunded or keep the goods and have part of the price refunded. The same option is open to him: 1° If the solution requested, proposed or agreed upon in application of article L. 217-9 cannot be implemented within one month of the buyer’s complaint; 2° Or if this solution cannot be implemented without major inconvenience for the buyer, given the nature of the good and the use he is seeking. However, the sale may not be cancelled if the lack of conformity is minor.
Article L. 217-11 of the French Consumer Code: The application of the provisions of Articles L. 217-9 and L. 217-10 shall be without cost to the buyer. These same provisions do not prevent the allocation of damages.
Article L217-12 of the Consumer Code: The action resulting from the lack of conformity is prescribed by two years from the delivery of the goods.
Article L217-16 of the French Consumer Code: When the buyer asks the seller, during the course of the commercial warranty granted to him at the time of the acquisition or repair of a movable good, for a repair covered by the warranty, any period of immobilization of at least seven days is added to the duration of the warranty that remained to run. This period runs from the date of the buyer’s request for intervention or from the time the goods are made available for repair, if this is after the request for intervention.
Article 1641 of the Civil Code: The seller is bound by the warranty for latent defects in the thing sold which render it unfit for the purpose for which it was intended, or which so diminish this use that the buyer would not have acquired it, or would have given only a lesser price for it, if he had known of them.
Article 1642 of the Civil Code: The seller is not bound by apparent defects of which the buyer could convince himself.
Article 1643 of the Civil Code: He is bound by hidden defects, even if he did not know about them, unless, in this case, he has stipulated that he will not be obliged to any guarantee.
Article 1644 of the Civil Code: In the case of articles 1641 and 1643, the buyer has the choice of returning the item and having the price returned, or keeping the item and having part of the price returned.
Article 1646 of the Civil Code: If the seller was unaware of the defects of the thing, he will only be obliged to return the price, and to reimburse the buyer for the costs incurred by the sale.
Article 1648 of the Civil Code: The action resulting from redhibitory defects must be brought by the buyer within two years from the discovery of the defect. In the case provided for in Article 1642-1, the action must be brought, under penalty of foreclosure, within one year from the date on which the seller may be relieved of the defects or apparent lack of conformity.
ARTICLE 10 – OBLIGATIONS AND LIABILITY OF THE SELLER
In addition to its obligation to pay the Commission, the Seller is bound to respect various obligations and to assume the responsibilities thereof.
As D BY DELPHINE operates only as an intermediary, the Seller is fully and solely responsible for the sale of Products through the Site and their delivery (including in the context of the return of Products), for the dissemination of the Contents and Advertisements, and for the handling of any complaints from Buyers and third parties in this respect. The sale of Products between Buyers and Sellers is governed by the “Buyers” General Conditions posted on the Site.
Consequently, the Seller undertakes to respect the following obligations.
Obligations to respect the laws and regulations in force
The Seller undertakes to comply with the laws and regulations relating to the conclusion of a distance selling contract, consumer law (clarity of the offer to the consumer, consumer information, availability of the Products, delivery conditions, the consumer’s right of withdrawal, invoicing, legal guarantees, etc.), company law, tax law, social law, and deceptive, unfair or abusive commercial practices, which it claims to be fully aware of. The Seller shall make all necessary declarations to the administrations concerned to comply with its obligations.
In particular, the Seller :
guarantees that the condition and characteristics of the Product it offers for sale on the Site comply with the description it has made in the Advertisement and the photographs published in the Advertisement (in particular, it guarantees the non-infringing nature of the Product, as well as the authenticity of the stones/metals making up the Product);
guarantees that all Products, Ads and Content posted on the Site are in full compliance with public order, good morals and applicable laws and regulations;
undertakes not to engage in misleading advertising in the Advertisements and Content nor, more generally, to engage in unfair commercial practices through the Site.
Obligations to respect the rights of third parties
The Seller guarantees that he holds the full and entire property of any Product that he puts on sale on the Site and he refrains from putting on sale any Product that is subject to a ban on sale.
The Seller shall refrain from offering for sale any Product that is likely to infringe or that would infringe upon the prior rights of third parties, in particular intellectual property rights, and/or whose exploitation would constitute acts of unfair competition and/or parasitism.
The Seller guarantees that the Products it offers for sale have already been put on the market in the European Union or in the European Economic Area or that it has obtained the authorization of the holder(s) of the rights relating to the Products for this offer for sale. In any case, the Seller shall be solely and entirely responsible for any request from the owner of the rights pertaining to the Products.
The Seller undertakes to put online only Content, in particular photographs, for which it is the owner of the related intellectual property rights.
The Seller also agrees not to be responsible, on the Site, for acts of defamation, insult, invasion of privacy or image rights.
Regarding in particular the “chat” system set up on the Site to exchange messages with Buyers, the Seller acknowledges that its use is solely for the purpose of exchanging information on the Products. In particular, the Seller shall refrain from sending :
Spam or content containing viruses;
mass messages of any kind (when a message is sent to more than five Users or when the same message is copied and sent to Users who have not requested to receive it);
messages containing inappropriate, insulting, defamatory or otherwise considered incompatible with these T&Cs and/or the interests of Users
messages of an illicit nature or otherwise attempting to harm other Users and/or the Site;
messages that may be qualified as harassment of any kind.
10.3 Tax and social security obligations of the Seller
D BY DELPHINE hereby informs the Seller that the income from the sale of the Products may be subject to various taxes.
In this respect, D BY DELPHINE invites the Seller to take cognizance of the applicable regulations by contacting the tax authorities and by consulting the following websites:
Concerning tax obligations, the link on impots.gouv.fr is the following: https://www.impots.gouv.fr/portail/node/1084
Concerning social obligations, the link on securite-sociale.fr is the following: http://www.securite-sociale.fr/Vos-droits-et-demarches-dans-le-cadre-des-activiteseconomiques-entre-particuliers-Article-87
D BY DELPHINE shall communicate by e-mail to the Seller in January of each year, a document summarizing the gross amount of the transactions of which it has had knowledge and which it has collected, through the Site, during the previous year.
The Seller declares, as necessary, that it is registered with the Trade and Companies Registry, with the URSSAF and/or with all administrations or organizations (including administrations or social insurance organizations) required for the execution of the GTC. Registrations made pursuant to this Article, as well as registrations made prior to the conclusion of the GTC, shall expressly cover all activities of Seller for the performance of its obligations under the GTC.
10.4 Other obligations of Seller
The Seller shall refrain from promoting its activity and/or that of a third party, in particular by inserting hypertext links, messages in the description of the Products, by using the URL address of its website in its login or on its Account, or in the context of the exchange of messages via the “chat” set up on the Site. The Seller may, however, include information and advertisements about its activity in the packages it sends to Buyers following their Orders.
The Seller undertakes to reply to emails/messages from D BY DELPHINE and/or Users within a maximum of two (2) working days of their receipt.
The Seller undertakes to comply with the applicable legislation regarding the protection of personal data.
10.5 Liability of the Seller
It is reminded that D BY DELPHINE operates an online platform enabling the bringing together of Sellers and Buyers. As such, in its capacity of simple intermediary, D BY DELPHINE, which is neither Seller nor Buyer, has no control over the sales made by the Sellers on the Site. The fact that D BY DELPHINE ensures the coherence, harmonization and homogeneity of the photographic and editorial content of the Advertisements does not imply any control by D BY DELPHINE on the sale of the Products (in particular the possible counterfeit character of the Products and the authenticity of the stones/metals composing them).
Consequently, the Seller is solely responsible for the proper execution of the sales contract that it concludes with the Buyer, of the Products, of the Contents and of the Advertisements that it publishes on the Site, and for the processing of any complaints from the Buyers and third parties. In particular, the Seller assumes all responsibilities arising from its obligations under Articles 10.1 to 10.4 of the GTC.
The Seller fully guarantees D BY DELPHINE against any claim, demand, action and recourse of a Buyer and/or third party relating to the offer for sale and sale of the Products, to their delivery (including in the context of the return of the Products), to the Content and to the Advertisements that it publishes on the Site, and to the failure to comply with its obligations set forth in articles 10.1 to 10.4 of the GCS. It shall fully assume all the consequences, in particular financial consequences (in particular indemnities and damages, lawyers’ fees and other costs incurred in defending the interests of D BY DELPHINE), of an enforceable judicial decision or a transaction. The Customer undertakes to provide D BY DELPHINE with all elements allowing to usefully respond to the requests of the Buyer or the third party concerned and all elements favoring the settlement of the dispute.
In the event of a claim by a Buyer, the Seller shall be personally responsible for its resolution. Disputes shall be settled directly between Buyer and Seller. Seller shall use its best efforts to resolve any dispute with Buyer. The Seller shall compensate D DY BELPHINE for all possible costs incurred by it and/or by the Buyer in relation to the Buyer’s dispute. D BY DELPHINE shall reserve the right to remove the contentious Content and/or the contentious Advertisement, and, in case of repeated complaints from the Buyers, to suspend or delete the Account of the latter, without the latter being able to claim any right to compensation.
ARTICLE 11 – OBLIGATIONS AND RESPONSIBILITY OF D BY DELPHINE
11.1 Obligations of D BY DELPHINE
D BY DELPHINE has the obligation to deliver the Services to the Seller, under the conditions of article 4 of the GTC.
11.2 Responsibility of D BY DELPHINE
In case of non-performance of its obligations under the GTC
D BY DELPHINE shall only be liable for direct and foreseeable damages suffered by the Seller, which are proven to result from the non-performance by D BY DELPHINE of its obligations under the GTC.
D BY DELPHINE shall in no case be liable for indirect damages suffered by the Seller, nor for any immaterial damages suffered by the Seller, such as in particular any loss of profits, loss of revenue, loss of turnover, loss of contracts, loss of image, loss or alteration of data.
With respect to the sales contract concluded between the Seller and the Buyer
As the Services provided by D BY DELPHINE are only intended to put Sellers and Buyers in contact with each other, for the sale and/or purchase of Products, D BY DELPHINE does not intervene in the relationship between the Buyer and the Seller, beyond the provision of the Site facilitating their contact.
Consequently, D BY DELPHINE, which is not involved in the contractual or extra-contractual relations between the Buyer and the Seller, shall not be liable, on any grounds whatsoever, for any damage of any kind resulting from these relations, vis-à-vis the Buyer, the Seller and/or third parties.
With regard to Content posted on the Site by Users
In its capacity as host of the Content published by the User on the Site, D BY DELPHINE is subject to the reduced liability regime provided for in articles 6.I.2 et seq. of Law no. 2004-575 of 21 June 2004 for Confidence in the Digital Economy.
In accordance with the provisions of article 6, I, 7° of the aforementioned law, D BY DELPHINE is not subject to a general obligation to monitor the information it transmits or stores, nor to a general obligation to search for facts or circumstances revealing illicit activities.
In the event that a User notices that Content posted on the Site infringes applicable legal and regulatory provisions, and in particular constitutes manifestly illicit content (for example defamatory, denigrating or infringing intellectual property rights), the User may notify D BY DELPHINE by sending an e-mail to the address or via the contact form on the Site.
The Seller is hereby informed that if D BY DELPHINE is notified of any illegal activity on the Site, in particular an infringement of third party rights (defamation, disparagement, counterfeiting, etc.), D BY DELPHINE reserves the right to remove the contentious Content and/or the contentious Advertisement and/or to suspend or delete the Account of the Seller, without the latter being able to claim any right to compensation.
The Seller acknowledges and accepts that D BY DELPHINE may require the Seller to provide it with additional documents concerning the illicit activity (photographs, invoices, proof of authenticity, etc.).
ARTICLE 12 – LISTING OF ADS
12.1 Terms and conditions for listing and de-listing of Sellers’ Accounts
The cumulative conditions to be fulfilled by a Seller to be referenced on the Site are the following:
The Seller must be a professional jeweler, jeweler, watchmaker and/or antique dealer; and,
The Seller must operate a physical store (and not only online); and
The Seller must offer for sale signed second-hand jewelry items.
D BY DELPHINE may refer a Seller if one (or more) of the above cumulative listing conditions is not met.
12.2 Default ranking criteria for Advertisements
The classification of the Advertisements will take place by default in the order of the date the Advertisements were put online, from the most recent to the oldest. The User will then be free to classify the Advertisements by increasing or decreasing price.
ARTICLE 13 – INTELLECTUAL PROPERTY AND PERSONAL DATA PROTECTION
13.1 Intellectual property rights of D BY DELPHINE
With the exception of the Contents, the structure of the Site and its elements, in particular the texts, graphics, images, photographs, sounds, videos, computer applications and databases that make it up, as well as the trademarks and other intellectual property rights appearing on the Site (hereinafter referred to as “the protected Elements”), are the exclusive property of D BY DELPHINE and are notably protected by the laws in force with respect to intellectual property. In particular, the term “MAISON ELOƎ” is registered as a trademark.
The Seller undertakes not to infringe the intellectual property rights of D BY DELPHINE.
Any representation, reproduction, adaptation or exploitation, in whole or in part, of the protected Elements, by any process whatsoever, without the prior, express and written authorization of D BY DELPHINE, is strictly prohibited and would be likely to constitute an infringement within the meaning of the provisions of the Intellectual Property Code.
Access to the Site and its use do not constitute recognition of a right and, in general, do not confer any intellectual property right relating to the protected Elements, which remain the exclusive property of D BY DELPHINE.
13.2 Intellectual property rights relating to the Contents
In consideration of the posting of the Contents on the Site, the Seller grants to D BY DELPHINE a worldwide, non-exclusive, transferable and sub-licensable license to use, copy, modify, distribute, process, store and broadcast the whole of the Contents, to store and broadcast all Content that the Seller inserts on the Site as and when it is put online (with the exception of messages exchanged by “chat” between the Seller and the User), for a period of twenty (20) years from the date the Content is put online by the Seller, on any medium (in particular in the context of promotional and communication actions, in particular on the Internet, on social networks and via audiovisual services).
In particular, the Seller authorizes D BY DELPHINE to publish the Advertisements and the Content on partner sites and to promote them on any medium.
13.3 Personal data
ARTICLE 14 – DURATION OF THE CGV
The GTC are concluded for the duration of the Seller’s registration on the Site, i.e. as long as the Seller’s Account is active.
ARTICLE 15 – TERMINATION
15.1 Unilateral termination by a Seller
The Seller may request at any time, without having to justify it, the deletion of his registration to the Site by deleting his Account by clicking on the heading “Delete my account” of his Account.
De-registration shall be effective within thirty (30) working days from the date of receipt of the request for de-registration by D BY DELPHINE, provided that Orders are not in progress at the time of this request and/or that claims are not pending. If Orders are in progress and/or complaints are pending, the deletion will take place when these Orders are honored (and upon expiration of the applicable withdrawal period) and/or when the complaints are closed.
D BY DELPHINE shall delete any Account that has remained inactive for a continuous period of 36 (thirty-six) months.
It is specified that data and contracts will be kept for purposes such as a legal obligation to keep data or documents that may include data or for evidentiary purposes for the applicable legal prescription period.
Unsubscribing will result in the termination of the use of the Services.
15.2. Unilateral termination by D BY DELPHINE
D BY DELPHINE may terminate these GTC at any time during the six (6) months following the Seller’s registration on the Site, without having to justify it, by sending a registered letter with acknowledgement of receipt informing the Seller of the termination, subject to respecting a fifteen (15) days notice. The termination will take effect within fifteen (15) days following the date of sending of said letter and will result in the cessation of the use of the Services.
After six (6) months following the Seller’s registration on the Site, D BY DELPHINE may terminate these GTC at any time, without having to justify its decision, by sending a registered letter with acknowledgement of receipt to the Seller informing it of the termination, subject to respecting a notice period of three (3) months. Termination shall take effect within three (3) months of the sending of said letter and shall result in the termination of the use of the Services.
Seller agrees to honor Orders placed prior to the effective date of termination and to process any claims pending at that time.
15.3. Termination for Default
15.3.1. In the event of serious and/or repeated failure by D BY DELPHINE to meet its obligations under the GTC, the Seller may request their termination by sending a registered letter with acknowledgement of receipt informing it of said termination. The termination shall take effect thirty (30) working days after receipt of the said registered letter if D BY DELPHINE does not remedy the alleged breach.
As the present contractual relationship between the Parties is not based on a turnover commitment, any increase or decrease in the turnover of the Seller may not be invoked by him as a reason for termination of their contractual relationship.
15.3.2. In case of breach by the Seller of one or more of its obligations under the T&Cs, whether noted by D BY DELPHINE and/or whether it is the subject of a complaint by other Users, D BY DELPHINE may immediately interrupt temporarily the access of a Seller to the Services, in order to allow for a possible regularization of the litigious situation.
When the breach is reparable and if this regularization does not occur within eight (8) calendar days from the notification, D BY DELPHINE may by right permanently interrupt the access of the concerned Seller to the Services. This permanent closure of access shall be preceded by the sending of an e-mail to the concerned Seller informing it of this measure and of the reasons behind it, without any other formalities and without prejudice to the compensation that D BY DELPHINE may claim for any prejudice it may have suffered.
Par ailleurs, D BY DELPHINE pourra mettre fin de plein droit, sans notification préalable et avec effet immédiat aux Services si l’un ou plusieurs des évènements suivants intervient :
- le Vendeur fait l’objet de réclamations répétées, à savoir à partir de la troisième réclamation d’Acheteurs et/ou de tiers (par exemple sur la non-conformité d’un Produit). En cas de signalement d’un contenu illicite, par exemple d’un Produit contrefaisant ou portant atteinte aux droits d’un tiers, etc.), D BY DELPHINE pourra mettre fin de plein droit aux CGV dès le premier signalement ;
- le Vendeur s’abstient de répondre plus de deux (2) fois à un email de D BY DELPHINE et/ou des Utilisateurs dans le délai prévu à l’article 10.4. des CGV ;
- le Vendeur atteint une note moyenne de moins de trois (3) étoiles ;
- le Vendeur refuse plus de deux (2) Commandes (ou s’abstient de répondre à plus de deux (2) emails l’informant d’une Commande) ;
- D BY DELPHINE est assujettie à une obligation légale ou règlementaire de résilier la fourniture de la totalité des Services l’empêchant de respecter le délai de préavis précité ;
- le Vendeur a enfreint de manière grave et/ou répétée les CGV (sans que cela ne soit limitatif, dans les cas suivants : ouverture de plusieurs comptes, fraudes aux moyens de paiement, tentative d’escroquerie ou toute autre infraction pénale, atteinte aux droits des tiers, etc.) ;
- le Vendeur ne remplit plus l’une ou plusieurs des conditions cumulatives mentionnées à l’article 12.1 des CGV ;
- le Vendeur a désactivé son Compte pendant plus de deux (2) mois.
Une telle mesure ne donnera droit à aucune indemnité de quelque nature que ce soit de la part de D BY DELPHINE et cette dernière réservera ses droits d’indemnisation de tout préjudice qu’elle aurait éventuellement subi.
15.3.3. Le Vendeur s’engage à honorer les Commandes passées avant la date effective de résiliation et à traiter les réclamations en cours à cette date.
ARTICLE 16 – CONFIDENTIALITÉ
The Seller undertakes not to disclose to any third party whatsoever the Confidential Information, including the present GTC, but also the personal data of the Buyers communicated to it in the context of an Order and its exchanges and their content with D BY DELPHINE and the Users.
The only exception to this commitment is if the Seller is obliged, by virtue of a law or regulation or in the context of a judicial or administrative procedure, to disclose the said Confidential Information. In such case, the Seller undertakes to give D BY DELPHINE prior, prompt and written notice of such obligation, so as to enable it to object to such disclosure or to take any measure to reduce the scope of such disclosure.
The Parties may disclose Confidential Information, including these GTC, in any court of law in the event of a dispute between them relating to the GTC.
This confidentiality undertaking by Seller shall remain in effect for the duration of the T&Cs and for five (5) years after their expiration or termination.
The Seller undertakes at any time upon request of D BY DELPHINE or, in any event, upon expiration or termination of these GTC, to immediately return and/or destroy all Confidential Information received in any form whatsoever, as well as all copies of said Confidential Information.
Confidential Information shall not include any information that Seller can prove:
(a) it was already in the public domain at the time of disclosure; or
(b) it had lawful knowledge of such information prior to its disclosure, not as a result of a breach of confidentiality obligation.
ARTICLE 17 – FORCE MAJEURE AND UNFORESEEN CIRCUMSTANCES
The Party that invokes a case of force majeure as defined by Article 1218 of the Civil Code, preventing it temporarily or permanently from fulfilling its obligations in whole or in part, must notify and justify, within a reasonable period of time, to the other Party, both its occurrence and its termination.
If the case of force majeure lasts for more than two (2) months, either Party may terminate the Contract.
The Parties expressly waive the application of Article 1195 of the Civil Code.
ARTICLE 18 – INDEPENDENCE OF THE PARTIES
The Parties acknowledge and accept that they act independently of each other and, in particular, that D BY DELPHINE acts as a simple intermediary between the Sellers and the Buyers, so that the GTCs may in no case be considered as establishing between the Parties a de facto partnership, a joint venture or any other situation involving between them any reciprocal representation or solidarity with regard to their respective creditors.
ARTICLE 19 – MODIFICATION OF THE GCV
D BY DELPHINE reserves the right to modify the GTC at any time, provided that a minimum notice of fifteen (15) working days is given before the modified GTC come into force. D BY DELPHINE will put the amended GTC online and they will apply as of this online publication.
If the modifications of the GTC require the Sellers to make technical or commercial adaptations to comply with these modifications, they will be granted a longer delay of entry into force in proportion to the time reasonably necessary to implement these adaptations. This period will be notified to them with the new version of the GTC.
As an exception to the above, the T&Cs may be modified without prior notice in the event that such modifications result (i) from a legal or regulatory obligation imposed on D BY DELPHINE and preventing such prior notice and/or, (ii) exceptionally, from the need to face an imminent and unforeseen danger in order to protect the Services provided by D BY DELPHINE, as well as its Users, in particular against fraud, spam, malicious software, data security breach or other cyber security risks
ARTICLE 20 – LANGUAGE
In the event of a translation of the GTC into one or more languages, the language of interpretation shall be the French language in the event of contradiction or dispute over the meaning of a term or provision.
ARTICLE 21 – CLAIMS OF THE SELLER TO D BY DELPHINE
The Seller may address any complaint to D BY DELPHINE by sending an e-mail to firstname.lastname@example.org (or by clicking on the contact form available on the Site) or to the address indicated at the top of these GTC.
ARTICLE 22 – APPLICABLE LAW AND DISPUTES
22.1 Applicable law
All clauses in these GTC are subject to French law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these GTC.
In the event of a dispute concerning the validity, interpretation and/or execution of the GTC, and in the absence of an amicable resolution, said dispute shall be submitted to the competent courts of Paris.
ARTICLE 23 – GENERALITIES
If one or more stipulations of the GTC are held to be invalid or declared as such in application of a law, a regulation or following a final decision of a competent court, the other stipulations shall retain all their force and scope.
The fact that one of the Parties does not claim from the other Party a breach of any of the obligations referred to in the GTC shall not be interpreted for the future as a waiver of the obligation in question.
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Content updated on 09/12/2021