General Terms of Use and Sale

COVR MARKETPLACE GENERAL TERMS OF SALE

The company Covr, a simplified joint-stock company (société par actions simplifiée) with a share capital of €50,000, registered with the Trade and Companies Register of Orléans under number 899 726 640, whose registered office is located at 50 faubourg d’Orléans 45300 Pithiviers (hereinafter “Covr”).

These Marketplace General Terms of Sale (hereinafter the “Marketplace GTS”) apply in addition to, as regards Buyers, the Buyer GTU and, as regards Sellers, the Seller GTU, in which the capitalised terms used in these Marketplace GTS are defined.
The Marketplace GTS apply to all sales of Products made on the Marketplace between the Seller and the Buyer. They are intended to govern the relationships between Sellers and Buyers of Products, excluding those between Buyers and Covr or between Sellers and Covr. The relationships between Buyers and Covr are governed by the Buyer GTU. The relationships between Sellers and Covr are governed by the Seller GTU.
Covr is not the seller of the Products purchased through the Service; only the Seller, whose name or reference is indicated on the descriptive sheet of each Product, is the Buyer’s contracting party for the purchase of said Products. The Products can therefore neither be taken back nor exchanged by Covr. The Products will be invoiced by the relevant Sellers and not by Covr.
The Products sold on the Marketplace are new products at fixed prices. So-called “customisable” or modifiable products may also be listed by Sellers. In this case, said products may, at the Buyer’s request, undergo a transformation before being shipped (hereinafter the “Customised Products”).

1. CONCLUSION OF THE SALES CONTRACT

The Products are presented on the Site with a description enabling the Buyer to know their essential characteristics and their price.The Buyer selects the Product(s) they wish to purchase. They confirm their choice of Product(s) and acknowledge and accept these CHU/Marketplace GTS by clicking to validate.The Buyer receives an email confirming that their order has been taken into account. However, the sales contract concluded between the Buyer and the Seller is subject to the condition subsequent that the Product is available. The Seller is informed by Covr that one or more of the Products they have listed on the Marketplace have been ordered by a Buyer (hereinafter the “Order Confirmation”). If the Product is not available, the Seller undertakes to inform the Buyer within two (2) working days following the Order Confirmation referred to in point (e) above. In this situation, the contract concluded between the Buyer and the Seller is automatically terminated and each of the Parties is released from its obligations. The Buyer’s bank account will not be debited. Where the Buyer has ordered several Products, only the part of the contract relating to the sale of the unavailable Product is affected by this termination. If the product is available, the Seller undertakes to comply with the period stated on the product sheet to ship the Product. As soon as Covr receives the shipping confirmation from the Seller, the Buyer’s bank account will be debited with the amount of the order. The Buyer must confirm without delay in their “Personal Area” the proper receipt of each Product ordered. Failing this, the Product will be deemed to have been received within thirty (30) days from the date of shipment.

2. PRICES AND PAYMENT

The prices of the Products listed on the Marketplace are freely set by each Seller, in compliance with applicable laws and regulations. The price of the Products is stated in Euros, and is exclusive of taxes and delivery costs. The prices displayed on the Site show the unit amount of any eco-contributions (in particular the WEEE eco-contribution, the DEA eco-contribution). The details of the taxes applicable to the sale of the Product are shown when viewing the basket. The amount of delivery costs for each product will be added when the Buyer validates the order. Payment for orders is made in cash, using one of the following means of payment:

• by bank card (Visa, Mastercard, Carte Bleue);
• by bank transfer after contacting us

All payments are secured by an encryption protocol. Notwithstanding payment in cash and in accordance with the Law on the Modernisation of the Economy no. 2008-776 of 4 August 2008, any late payment will automatically result in the application of a penalty equal to the interest rate applied by the ECB to its most recent refinancing operation plus 10 percentage points, payable from the first day of delay. In addition, in accordance with Decree no. 2012-1115 of 2 October 2012, any late payment by the Buyer automatically results in the application of a fixed compensation of forty (40) Euros, without prejudice to the late payment penalties provided for in the preceding paragraph.

3. SHIPPING METHODS AND COSTS

The Products can only be shipped to addresses located in Mainland France and Monaco. Except in the case of Sale of Customised Products, the Seller undertakes to ship the ordered Product(s) to the Buyer within the period stated on the product sheet, from the Order Confirmation; the Seller thereby making a firm commitment to ship the Products within the stated period. The Products are delivered to the address provided by the Buyer when placing the order. It is therefore the Buyer’s sole responsibility to ensure that the information they provide to Covr for this purpose is and remains correct and will enable them to receive the Products they purchase on the Site. Where applicable, the Buyer chooses between the different shipping methods offered by the Seller. Once the Product has been shipped, Covr will inform the Buyer by providing, where applicable, the delivery tracking number. The Products travel at the Seller’s expense and risk.

4. RIGHT OF WITHDRAWAL

For any Purchase made on the Marketplace, the non-professional Buyer has a period of fourteen (14) days from receipt of the ordered Product(s) to exercise, with said Seller, their right of withdrawal, without having to provide any justification or pay any penalty (hereinafter the “Right of Withdrawal”). By way of derogation from the foregoing, the Right of Withdrawal does not apply to:

• Customised Products or products made to measure;
• Products that have been installed;
• Products that have been opened and cannot be returned for hygiene or health protection reasons (in particular products intended for food contact);

If the right of withdrawal is exercised within the aforementioned period, the price of the Product(s) subject to the right of withdrawal will be refunded, the return costs remaining payable by the Buyer. The Products subject to the right of withdrawal must be returned within fourteen (14) days following the exercise of this right, in their original condition (except for normal wear and tear) and complete (packaging, accessories, instructions, etc.) in packaging identical to that used for shipping. The Products subject to the right of withdrawal travel at the Buyer’s risk. The refund will only be made after the Seller has received the products concerned. The Buyer exercises their right of withdrawal directly with the Seller concerned using the messaging tool made available to them in their “Personal Area”, under “Returns”. The Buyer must return the Products to the address indicated by the Seller. The refund of the returned Products is made by Covr by re-crediting the bank card or the Paypal account of the Buyer used for the order, as soon as possible and at the latest within thirty (30) days following the date on which the right was exercised.

5. DISPUTES - COMPLAINTS

5.1 Reservations with the carrier

In the event of transport damage or missing goods (in particular where the parcel is manifestly damaged), the Buyer shall (i) issue all precise and reasoned reservations (i) upon receipt on the consignment note in the presence of the carrier or (ii) within three (3) days following delivery by registered letter with acknowledgement of receipt addressed to the carrier, in accordance with Articles L133-3 et seq. of the French Commercial Code. The Buyer must also send a copy of these reservations to the Seller via the messaging tool provided. Failing reservations within the time limit, the goods will be deemed to have been received in good condition.

5.2 Damaged or non-compliant Product

Any Buyer may report in their account, within 30 days from the shipment of any Product, any complaint concerning the ordered Products, according to the following criteria:

• Product not received: the Product has not been received by the Buyer;
• Non-compliant Product: the Product received does not correspond to the Product ordered;
• Damaged Product: the Product received is broken or damaged.

Disputes are settled directly between the Buyer and the Seller, using the messaging tool made available to them in their Personal Area. If the Buyer returns the product, the product must be shipped in the condition in which it was received, in its original packaging, with all accompanying items (instructions, accessories, packaging, etc.) The Buyer and the Seller will use their best efforts to reach an amicable resolution of the dispute. If the Buyer’s complaint is well founded, the dispute declared by the Buyer will give rise either to the return of the ordered Product or to its refund.

6. WARRANTIES

6.1 Contractual warranty

The products sold on the Marketplace may benefit from a warranty provided by the Sellers. The duration of these warranties varies depending on the Product concerned. It is stated on a case-by-case basis by the Sellers on the product sheets.

6.2 Legal warranties

In accordance with Articles 1641 et seq. of the French Civil Code, the Products sold on the Marketplace benefit from the warranty against hidden defects, an extract of which is reproduced below: Article 1641 of the Civil Code: “The seller is bound by a warranty in respect of hidden defects in the thing sold which render it unfit for the use for which it is intended, or which so diminish that use that the buyer would not have acquired it, or would have given a lower price for it, had he known of them.” Article 1648 of the Civil Code: “The action resulting from redhibitory defects must be brought by the purchaser within two years of the discovery of the defect. In the case provided for in Article 1642-1, the action must be brought, on pain of foreclosure, within the year following the date on which the seller may be discharged from apparent defects or non-conformities.” The Products must be returned to the address indicated by the Seller in the condition in which they were received with all items (accessories, packaging, instructions, etc.). These warranties are without prejudice to the right of withdrawal provided for in Article 4.

If (and only if) the Customer were to be classified as a consumer, they would also benefit from the warranty of conformity under the conditions provided for in Articles L217-4 et seq. of the French Consumer Code, the main articles of which are reproduced below:
Article L217-4 of the Consumer Code: “The seller delivers goods that are in conformity with the contract and is liable for any lack of conformity existing at the time of delivery. He is also liable for any lack of conformity resulting from the packaging, the assembly instructions or the installation where the latter was made his responsibility by the contract or was carried out under his responsibility.”
Article L217-7 of the Consumer Code: “Any lack of conformity that appears within twenty-four months from delivery of the goods is presumed to have existed at the time of delivery, unless proven otherwise.
The seller may rebut this presumption if it is not compatible with the nature of the goods or the lack of conformity invoked.”
Article L217-9 of the Consumer Code: “In the event of a lack of conformity, the buyer chooses between repair and replacement of the goods. However, the seller may decline to proceed in accordance with the buyer’s choice if that choice entails a cost that is manifestly disproportionate compared with the other option, taking into account the value of the goods or the significance of the defect. The seller is then required, unless impossible, to proceed in accordance with the option not chosen by the buyer.”
Article L217-12 of the Consumer Code: “The action resulting from the lack of conformity is time-barred two years after delivery of the goods.”
The legal warranty of conformity applies independently of the contractual warranties mentioned in 6.1 above.

7. PERSONAL DATA

This article supplements the provisions relating to personal data contained in the Buyer GTU and the Seller GTU. The Buyer and the Seller are informed that all data collected as part of the Marketplace when orders are placed are processed by Covr for the purpose of processing said orders. The Buyers’ information and data relating to delivery are transmitted by Covr to the Sellers solely to enable them to ship the ordered Products and to issue the invoice. They may under no circumstances be used by the latter for other purposes, in particular for commercial solicitation. In the event of any difficulty concerning the processing of this data, the Buyer and the Seller may contact Covr directly, under the conditions set out, as the case may be, in the Buyer GTU or in the Seller GTU. The Sellers undertake to ensure the security of the personal data they retain for the purposes of carrying out and following up orders.

8. PARTIAL INVALIDITY

If one or more provisions of these GTS are held to be invalid or are declared as such pursuant to a law, a regulation or a final decision of a competent court, the other provisions will retain their full force and effect.

9. APPLICABLE LAW

These general terms are governed by French law. Any dispute relating to their interpretation and/or performance falls within the jurisdiction of the French courts.

BUYER GENERAL TERMS OF USE

The company Covr, a simplified joint-stock company with a share capital of €50,000, registered with the Trade and Companies Register of Orléans under number xxxxxxxxx, whose registered office is located at 50 faubourg d’Orléans 45300 Pithiviers (hereinafter “Covr”). Covr has set up on www.covrpack.com (hereinafter the “Site”) a virtual marketplace (hereinafter the “Marketplace”) enabling buyers (hereinafter the “Buyers”) to get in touch with professional sellers (hereinafter the “Sellers”) and to purchase from them (hereinafter the “Purchase”) new products at fixed prices (hereinafter the “Products”). In order to use the Marketplace, the Buyer agrees to be bound by these Buyer General Terms of Use (hereinafter the “Buyer GTU”) without restriction or reservation. This acceptance is evidenced by a validation “click” upon registration on the Marketplace and on the occasion of each order. Purchases made through the Marketplace between Buyers and Sellers are governed by the General Terms of Sale (hereinafter the “GTS”) which must be accepted by the Buyer at each Purchase. Covr reserves the right to amend these Buyer GTU at any time. However, these new Buyer GTU will not apply to transactions in progress at the time of their entry into force. Terms beginning with a capital letter and defined in these Buyer GTU may – where applicable – be used in both the singular and the plural.

1. PURPOSE

The purpose of these Buyer GTU is to define the conditions of use of the Marketplace by Buyers.

2. DESCRIPTION OF THE MARKETPLACE

The Marketplace consists of a set of tools enabling Buyers to register on the Site, to get in touch with Sellers with a view to placing orders for Products, to pay the price of these Products, to confirm receipt of the Products and to communicate with each other using a messaging tool made available to them. Transactions carried out via the Marketplace for the purchase of Products are concluded directly between the Buyer and the Seller. Covr is in no way a reseller of the Products offered by the Seller through the Marketplace. In the event of failure to comply with any of the provisions of these Buyer GTU, Covr reserves the right to temporarily or permanently interrupt the Buyer’s access to the Marketplace, by suspending or terminating these terms without notice or compensation.

3. ACCESS TO THE MARKETPLACE

Access to the Marketplace is reserved for strictly professional use. To this end, the Buyer expressly acknowledges that it makes its Purchases on the Marketplace for the needs of its professional activity. If the Buyer is a legal entity, the natural person purchasing on behalf of the Buyer acknowledges that they are duly authorised to do so. In any event, the Buyer acknowledges that it has the legal capacity to make Purchases on the Site. Use of the Marketplace by Buyers is free of charge, with no obligation to purchase. In addition to acceptance of these Buyer GTU, access to the Marketplace is subject to the Buyer opening an account on the Site. To use the Marketplace, the Buyer must use the username and password (hereinafter the “Login Details”) created when opening its account on the Site. The Buyer undertakes to keep the Login Details secret and not to disclose them to any third party. The Buyer is solely responsible for access to the Marketplace using its Login Details, unless proof is provided of fraudulent use that is not attributable to it.

4. PERSONAL DATA

The information and data relating to any natural person representing the Buyer are processed by Covr; unless otherwise stated, they are essential for managing the Buyer’s account and its access to the Marketplace. The information necessary for delivery and invoicing will be transferred to the Seller for these purposes only. This information and data are also retained for security purposes, in order to comply with the legal and regulatory obligations incumbent, where applicable, on Covr. In accordance with the French law known as the “Informatique et Libertés” law of 6 January 1978, the Buyer has a right to object, access, rectify and delete personal data concerning them, under the conditions provided for by law. In accordance with the regulations in force, any request submitted in this respect must be accompanied by a photocopy of an identity document bearing the signature of the applicant and specify the address to which the reply is to be sent. A reply will then be sent within a maximum of 2 months following receipt of the request.

5. INTELLECTUAL PROPERTY

All texts, comments, works, illustrations, creations and images reproduced or represented on the Site are strictly reserved under copyright law as well as under intellectual property law, for the entire duration of the protection of these rights and worldwide. Any total or partial reproduction or representation of the Site or of all or part of the elements found on the Site is strictly prohibited.

6. LIABILITY

Covr is in no way responsible for the transactions carried out between Sellers and Buyers, to which it remains entirely a stranger. Covr’s liability towards the Buyer may only be incurred for facts directly attributable to it and which cause it harm directly related to those facts. It cannot be incurred for indirect damages. Covr’s liability cannot be incurred either as a result of misuse of the Marketplace by the Buyer or any fault on its part. Nor can it be incurred on account of facts attributable to a third party to the Marketplace. Furthermore, in accordance with Article 6-I, 2 and 3 of Law no. 2004-575 of 21 June 2004 on confidence in the digital economy, Covr cannot be held liable for content made available on the Site by Buyers or Sellers, in particular with regard to the description of Products or the assessments that Buyers make of Sellers, unless it fails to make them promptly inaccessible after having been informed of their unlawfulness under the conditions provided for by that law. Finally, Covr disclaims all liability with regard to the Sales that Buyers conclude through the Marketplace with Sellers, to which it remains a stranger. Any dispute relating to a Sale concluded with a Seller must be addressed to the latter. Any complaint relating to the comments appearing in the description of the Products or to the delivery of the Products will be redirected to the designated Seller, who will assume full and sole responsibility in this respect. The Buyer is solely responsible for its use of the Marketplace, in particular the assessments it makes on the Site, and undertakes to guarantee on first demand, to indemnify and compensate Covr for any damage, loss or loss of profit that Covr may suffer if its liability were to be invoked by a third party, as a result of an action related to such use of the Marketplace by the Buyer.

7. PARTIAL INVALIDITY

If one or more provisions of these Buyer GTU are held to be invalid or are declared as such pursuant to a law, a regulation or a final decision of a competent court, the other provisions will retain their full force and effect.

8. APPLICABLE LAW – JURISDICTION

These Buyer GTU are governed by French law. Any dispute relating to their interpretation and/or performance is subject to the jurisdiction of the courts within the jurisdiction of Covr’s registered office.