GENERAL CONDITIONS OF SALE
FOREWORD
The company GREENTRADE.NET, is a Limited Company with a capital of 50.000 French francs, and a Head Office at 8, rue du Professeur Roux - 92370 CHAVILLE. It is registered at NANTERRE under the number B 433 153 467, and provides for professionals only, a market place where vendors and purchasers can make contact through the GREENTRADE.NET platform
(hereinafter known as « the Platform »).
The present General Conditions govern both the conditions of use of the Platform and the relations between GREENTRADE.NET and its users, purchasers (hereinafter known as "the Purchasers") or vendors (hereinafter known as the Vendors"), known collectively as the "Subscribers" Except for a special written agreement, the validation by the Subscriber of registration on the Platform, implies the express and unreserved acceptance by the said Subscriber of the present General Conditions and excludes the application of conditions other than or contrary to the said General conditions which may appear on commercial documents or in the General Conditions of the Subscriber. GREENTRADE.NET reserves the right to modify the present General Conditions as well as the tariffs. Access to the Platform by the Subscriber and sending of an informative e-mail by GREENTRADE.NET implies acceptance by the said Subscriber of these modifications. The fact that GREENTRADE.NET renounces, at a given time, the right to enforce the present general Conditions may in no way be considered as an abandonment by them of the right to enforce any one of the said Conditions at a later date.
ARTICLE 1– REGISTRATION OF A PERSONAL ACCOUNT
In order to be officially registered on the Platform and subsequently benefit from the services proposed by GREENTRADE.NET, the Subscriber shall fill in a registration form, giving
all the information required and certify the exactitude and sincerity of the said information. Registration is definitive only once GREENTRADE.NET has sent a confirmation of registration by any
means (e-mail, fax etc.). This it may do or refuse to do, depending on its capacities and constraints, the incomplete or inaccurate nature of the registration form, or for any other objective
reason that may justify the refusal by GREENTRADE.NET of the request for registration. From the time of this registration, the Subscriber may freely make use of the account using the user ID and an
access code which will be issued by GREENTRADE.NET.
The Subscriber is free to change the password. The user ID and access code are strictly personal, and the Subscriber is responsible for taking the necessary measure to prevent any communication of
the said code to a third party. Use of the ID and code will always be considered as use by the Subscriber, and GREENTRADE.NET shall in no case be held responsible for their use by a third party,
whether fraudulent or otherwise.
ARTICLE 2 – REFERENCING THE VENDOR’S SITE
Within the scope of the subscription GREENTRADE.NET will reference the Vendor’s web-site on the Platform by hypertext appearing on the pages of the said Platform, so that any Subscriber clicking on the link will be directed to the web-site of the Vendor. Whenever necessary, in order to comply with the present conditions, the Vendor will grant GREENTRADE.NET a non-exclusive right to install the necessary links on the Platform. Access to the programs used, and to the data and information on the Vendor’s site, does not imply any right whatsoever of the Subscribers over these programs, data and information which remain the exclusive property of their owner.
ARTICLE 3 – PUTTING THE VENDOR’S PRODUCTS ON LINE
At the express request of the Vendor appearing on the subscription form or any other previous contractual document, GREENTRADE.NET will put the products proposed for sale on line, in the field selected by the Vendor, and taking into consideration the specificity of the said products. Vendors shall be responsible for acquisition of the data concerning their products (description and prices in particular), within the limits stipulated under the terms of the subscription form or anyformer contractual document. Reference to the general conditions of sale of the Vendor appearing on the Web Page will be expressly mentioned. The Vendor undertakes to make true and faithful propositions, to respect the economic legislationin force and only offer products that they are in a position to deliver. .
ARTICLE 4 – MARKETPLACE
With the annual subscription, the Subscribers may launch, in an unlimited manner, calls for tenders for purchasing or selling as applicable (hereinafter referred to as "Calls for Tenders"). The information will be sent by email and fax mailing as well. On launching a Call for Tenders, the Subscriber certifies that the offer for purchase or sale is real and that it corresponds to an effective demand or offer. Calls for Tenders are captured and put on line on the Platform by the Subscriber by means of a module made available for this purpose, GREENTRADE.NET having the possibility to modify or remove such Calls for Tenders for any reason, as long as the Subscriber is informed beforehand. Subscribers initiating a Call for Tenders undertake to make true and faithful propositions, respect the economic legislation in force and only make proposals that they are in a position to honour. Subscribers undertake to present certified organic products and will have to send the copy of the certification. Any Call for Tenders constitutes a firm and irrevocable commitment for honest negotiation and cannot be withdrawn or modified by the initiator throughout the period that was initially fixed. It will be accessible for all the Subscribers throughout the duration of its validity, every Subscriber initiating a Call for Tenders, grants GREENTRADE.NET the right to diffuse the said Call world-wide.
ARTICLE 5 -REGISTRATION-CONSULTING THE PROFESSIONAL DIRECTORY
Each Subscriber will be referenced in the professional directory put on line by GREENTRADE.NET on the Platform. All the information appearing in the directory is communicated to GREENTRADE.NET by the Subscribers, under the sole and full responsibility of the latter. The Subscriber has the option of requesting GREENTRADE to integrate in the professional directory, graphic and/or video graphic elements provided by the Subscriber.The latter certifies that they have all the rights required to put these elements on line, and undertake to guarantee GREENTRADE.NET against any third-party claim relevant to such elements. Every Subscriber will have unlimited access to the information gathered by GREENTRADE.NET and assembled in the professional directory..
ARTICLE 6 - PUBLICITY
The Subscriber will have the option of requesting GREENTRADE.NET to integrate their advertising banner on one of the Platform pages selected by them, in a space of which they will be informed. If necessary, GREENTRADE.NET will create a hyperlink appearing on this banner, which will redirect other Subscribers having clicked on this link, to the Subscriber’s web site. The Subscriber accepts that the banner of other professionals, either Subscribers or nonsubscribers, competitors or non-competitors, may appear on the same page as that displaying their own banner..
ARTICLE 7 - SOURCING
The Subscriber has the possibility of requesting., GREENTRADE.NET to ensure a sourcing service within the framework of Calls for Tenders, which consists principally in transmitting by any means, in particularly electronic, the Calls for Tenders to Subscribers enrolled for this service and for whom the said Call for Tenders corresponds to criteria that they will have defined previously.
ARTICLE 8 – FINANCIAL CONDITIONS
The sums due by the Subscriber regarding the principal subscription and optional services appearing on the subscription form and, when applicable, on any former contractual document, will be covered by an invoice according to the tariff in force at the time. Payments will be made by cheque attached to the order for sums of up to 300 euros, and by direct draft payable within thirty days for sums greater than 300 euros. In compliance with the terms of Law No. 92.1442 dated 31/12/92, any delay in the settlement of an invoice by the due date will, after the issue of a formal demand to which no response has been made 15 days after issue, imply the payment of an overdue fine the rate of which will be equal to 1.5 times the legal interest rate. In the case of non-settlement by the set date and 8 days after the formal demand, by registered letter with notification of receipt, which has remained unanswered, GREENTRADE.NET may, without prejudice to any damages, cancel the subscription and suspend any services in favour of the Subscriber, as stipulated in Article 12 below..
ARTICLE 9 VALIDITY
The principal subscription is valid for 12 months as from validation by GREENTRADE.NET of the Subscriber’s registration. It will be renewed by tacit agreement for successive periods of 12 months, the 6-month trial subscription becomes annual at term, except in the case of annulment by one of the parties and communicated to the other by registered letter with notification of receipt at least 2 months before the term of the current contractual period. The duration of the optional services is stipulated on the subscription form or in any other former contractual document..
ARTICLE 10 – CANCELLATION
The subscription can be annulled by one or other of the parties, with full legal rights in the case of cessation of payment, rule of court or liquidation; in the case of any serious fault in the execution of mutual obligations, fifteen days after the reception of a formal demand, by registered letter with notification of receipt, remaining unanswered; in the case of a Force Majeur..
ARTICLE 11 – INTELLECTUAL PROPERTY
It is to be noted that GREENTRADE.NET reserves all rights of intellectual property on the Platform, as well as over all the constituent elements, i.e. : - the software components and specific applications, - functions, - graphic creation. - the tree structure, browsing modes and interactive principles used GREENTRADE also retains all rights of intellectual property over the methods of data processing that are used and also over the Web Page. Therefore Subscribers have no rights of intellectual property over the said elements, except for those that they have provided themselves to GREENTRADE.NET for the execution of the present elements (texts, images, videos or data bases among others). The Subscriber may neither store, reproduce, modify, diffuse or use the data belonging to GREENTRADE.NET for any other purpose than those covered by the present conditions.
ARTICLE 12 - INFORMATION - CONFIDENTIALITY
The parties agree that they may make public the existence of their contractual relations, in particular for purposes of advertising. However, the parties shall not divulge any technical, commercial, financial or other information concerning themselves or their affiliated companies which they may have learned within the scope of and due to the present conditions. According to the Law No. 78-17 of 6 January 1978, any individual whose personal identity is communicated to GREENTRADE.NET by a Subscriber, has the right of access, modification,rectification and suppression of the information concerning him/her.They will also have the right to contest the communication of this information by GREENTRADE.NET to a third party..
ARTICLE 13 - LIABILITY
It is specifically stated that GREENTRADE.NET is accountable only for the duty of means for all the services that they propose within the framework of the Platform. GREENTRADE.NET cannot be held responsible for any difficulties of or momentary impossibility to access their Platform or the Web Page due to malfunctioning of the telecommunications network. Each Subscriber accepts that all of the information communicated by the other Subscribers is done so under their sole responsibility and hence renounce taking any action against GREENTRADE.NET, for any reason whatsoever if the said information should prove to be inexact in any way.Each Subscriber accepts the fact that GREENTRADE.NET acts simply as an intermediary between the Purchasers and Vendors, and places at their disposal the technical means, except for any relevant payments, enabling them to conclude a deal whenever applicable. Consequently, GREENTRADE.NET shall in no case be held liable for the information communicated between parties, for the solvency of the Purchasers, or the execution of deals. GREENTRADE.NET shall in no case be held liable for the authenticity of the certifications. Subscribers are fully and solely responsible for any direct or consequential damage caused to other Subscribers or third parties within the scope of the use of the Platform, and undertake to insure GREENTRADE.NET against any action which may be launched against them due to the violation by the Subscriber of the present General Conditions, a contract, a law, a usage or third party rights. Moreover, it is expressly understood that GREENTRADE.NET shall not be held liable towards the Subscriber for any consequential damage, loss of profit, turnover or deals occurring in any way whatsoever. Finally, GREENTRADE.NET shall not be held liable for the content of a web-site for which a link may be placed on the Platform.
ARTICLE 14 – APPLICABLE LAW – AWARD OF JURISDICTION
Any dispute relative to the interpretation and/or the execution of the present conditions, and the acts which may be the result or consequence of the same, will be subject to French law, exclusive of any other legislation. The parties undertake to seek out-of-court settlement for any dispute. If it is not possible to reach a settlement in this way, the dispute will be subjected, exclusively, by the most diligent party, to the NANTERRE Court of Commerce. Moreover, it is expressly understood that GREENTRADE.NET shall not be held liable towards the Subscriber for any consequential damage, loss of profit, turnover or deals occurring in any way whatsoever. Finally, GREENTRADE.NET shall not be held liable for the content of a web-site for which a link maybe placed on the Platform.
