ESSENCE FRANCE is a single-member limited liability company, registered with the Antibes Trade and Companies Register under number 928 097 070, with its registered office at 775 Chemin des Prés, Biot (06410), and trading as ESSENCE EXHIBITION SERVICE (hereinafter referred to as the "Company"). It is represented by its co-managers, Mr. Théo TRACOL and Mr. Benjamin EL KOUBI. The Company's business is the supply of refreshment equipment to professionals wishing to organize events such as trade shows. The Company offers the rental of complete or customized packages of high-quality equipment that it owns, as well as the sale of Products (as defined below). These general terms and conditions of sale (hereinafter referred to as "GTC") apply, without restriction or reservation, to all Services offered by the Company to its Clients (as defined below). Possible contacts: Every Monday, Tuesday, Thursday and Friday, between 9:00 a.m. and 5:00 p.m.: Email address: contact@essence-france.com Mobile 1: +33 (0) 6 48 86 28 91 Mobile 2: +33 (0) 6 50 84 13 06 Every day via the contact form available on the website www.essence-france.com, in the "contact" section.
Article I. Contractual Documents
The contractual documents are in descending order of priority: These General Terms and Conditions and any amendments thereto; The personal data management charter submitted to these General Terms and Conditions and accepted concurrently with these.
Article II. Definitions
Each of the terms mentioned below shall have the meaning given in its definition, namely: Purchase Order: Refers to the document sent by the Company to the Client specifying all the Services to be provided at the Client's request, the time required to complete them, and a price estimate for their completion. Order: Refers to the reservation of Equipment and/or Products by the Client. Cross-contamination: Refers to cross-contamination, i.e., the transmission of a pathogen from one surface to another. Data: Refers to any information that directly or indirectly identifies a natural person. Event: Refers to the event for which the Client has specified the organizational details in the Purchase Order. Equipment: refers to professional Nespresso and SAEKO coffee machines for larger-scale coffee consumption, water dispensers for dispensing chilled, cold, or room-temperature water on demand, as well as a hot water dispenser, standard-sized Beko and Brandt refrigerators and freezers, heaters, and refrigerated cabinets available for rent. Party or Parties: refers to the Client(s) and/or the Company. Products: refers to the water bottles, milk packets, coffee packets, and gas cylinders sold by the Company. Services: refers to the Client's ability to select the Equipment they wish to rent, order the Equipment online, and pay by check made payable to ESSENCE Exhibition Services (attached to the Order Form) or by bank transfer upon submission of the Order Form. Booth: assigned location during the Event. Client(s): refers to any person, natural or legal, acting in a professional capacity who wishes to benefit from the provision of Services offered by the Company.
Article III. Purpose of the General Terms and Conditions
The purpose of these terms and conditions is to define the sales conditions applicable to the provision of Services offered to the Client by the Company on the Site, as well as the terms of Ordering and provision of Services.
Article IV. Terms and Conditions of Application
These terms and conditions are written in French. They specify, in particular, the various steps required for placing an Order, the payment terms, and the Client's use of certain Services. The contract relating to the use of the Services (hereinafter referred to as the "Contract") is concluded for a limited duration, specifically for the performance of the Services. The Services are provided within French territory.
IV.1 Enforceability of the General Terms and Conditions
The Contract relating to the use of the Services is formed between the Company and the Client upon acceptance of these Terms and Conditions when validating the Order. The Contract, as defined above, constitutes the contractual document binding on the Parties, to the exclusion of all other documents, brochures, catalogs, or photographs, which are for illustrative purposes only. These Terms and Conditions supersede any prior agreement or contractual document that may bind the Company and the Client. The Client declares having read these Terms and Conditions in their entirety and accepts the obligations to which they are bound.
IV.2 Amendment of the General Terms and Conditions
The Company reserves the right to modify these Terms and Conditions as necessary, depending on the Services offered, changes in circumstances, or legislation, at its sole discretion. Use of the Services is always subject to the most recent version of the Terms and Conditions provided to the Client. It is the Client's responsibility to consult the Terms and Conditions as often as necessary. In any event, any modification will be notified to the Client by email at least one (1) week before it takes effect. If, however, the Client wishes to terminate this Agreement after receiving notification, they may do so at any time by sending an email to www.essence-services.com informing the Company of their intention to terminate. The Company will then terminate the Agreement with the User, except for the performance of any Services already underway. All such modifications and improvements will benefit the Client.
Article V. Order Procedures
V.1 Conditions for Placing an Order
Any Order implies that the Customer is able to contract, i.e. duly authorized to do so in the case of a legal person, or is at least eighteen (18) years old and/or of legal majority in force in his country and not being protected within the meaning of Article 488 of the Civil Code, in the case of a natural person.
When placing an order, the customer is asked to provide the following information:
His first name; ;
His last name; ;
His email address; ;
His postal address; ;
The Event to be delivered; ;
The location of the Stand; ;
The Stand number; ;
The name and contact number at the booth.
The Client undertakes to provide only accurate, current and complete information, which it guarantees at all times to be accurate, truthful and reliable, and to update said information in order to preserve its accuracy, relevance and completeness.
An Order confirmation is sent by the Company to the email address provided by the Customer once all the information has been transmitted.
A security deposit, the amount of which will be indicated in the Order Form, may be required at the time of the Order.
V.2 Order Placement Timeframe
All orders must be placed by signing the order form and no later than 10 (ten) business days before the first day of delivery during the event. The same applies to any order modification request and/or additional order.
The Order will not be examined if it has not been made within the specified time limits, unless otherwise agreed between the Company and the Client.
V.3 Command Process
The Services and prices offered by the Company are those accepted at the time of validation of the Order Form.
The Order can only be registered if the Customer has clearly identified the information on the Event to be delivered, the location of the Stand, the number of the Stand, the name and number of the contact on the Stand, and his bank details, if applicable, in the case of payment by bank card, giving rise to prior payment of the Services.
The Customer will choose the Equipment they wish to rent directly via the Order Form, which must be returned along with payment.
All Orders constitute acceptance of the prices and description of the Services available for rent and chosen by the Client.
It is up to the Client to select the Service(s) they wish to book.
The Company reserves the right to refuse or suspend any Order for legitimate reasons, and in particular in the event of:
– abnormal or abusive claims; ;
– Existing dispute(s) with the Client; ;
– Failure or delay in total or partial payment of a previous Order by the Customer; ;
– Refusal of authorization for payment by bank card by banking institutions; ;
The Company undertakes to honor Orders received within the limits of the availability of Equipment and/or Products for the performance of the Services.
The Company reserves the right to replace the Equipment and/or Product ordered with an equivalent model in the event of unavailability of the latter.
The Company offers Equipment and/or Products subject to availability. If one or more items of Equipment and/or Products become temporarily or permanently unavailable, the Company will make every effort to update its offering.
If the services are unavailable after the order is placed, the Company will inform the Customer of the available services as soon as possible. If the unavailability is discovered after the order has been confirmed, the Customer may cancel their order by requesting either a refund of the amounts paid within 60 (sixty) days of the payment being processed, or an exchange for the unavailable equipment and/or products, via email.
The Company accepts no responsibility in the event of unavailability of the Equipment and/or Product.
If a request is made to exchange unavailable Equipment and/or Products for another item, the new Order amount will be communicated to the Customer. Two scenarios are possible:
If the replacement Equipment and/or Product is cheaper than the unavailable Equipment and/or Product: the Company will then send a refund corresponding to the difference to the Customer no later than 30 (thirty) days from payment; ;
If the replacement Equipment and/or Product is more expensive than the unavailable Equipment and/or Product: the Customer must then validate this difference before validating the Order and send payment.
The transaction will only be considered final after the Company sends the Client confirmation of the express acceptance of the Order and after the Company has received full payment in the case of cash payment, whether by check or bank transfer.
It is the Client's responsibility to verify the accuracy of the Order and to report any errors immediately.
V.4 Prices and payment terms
4.ai1.ai) Price
Prices are exclusive of tax (HT), delivery charges included unless otherwise specified.
The payment requested from the Client corresponds to the total amount of the purchase or rental, inclusive of all taxes (TTC), including these fees. Any change in the VAT rate may be reflected in the price of the Services. Fees or any installment payments constitute deposits and not down payments, which the Client expressly acknowledges and accepts.
Unless otherwise stated, the prices indicated are per unit for Orders as well as for the Customer.
The Company reserves the right to modify its prices at any time, it being understood however that the price appearing on the Order Form at the time of the Order will be the only one applicable to the Customer.
4.ai1.a.ii) Price increase
For all Equipment or Products combined, the Customer agrees that the price may be increased:
Costs related to a reduction in contractual assembly/disassembly times (previously accepted by the Company); ;
Additional labor costs may apply if assembly, disassembly, delivery/removal are carried out either after the start of the Show, or on a Sunday or public holiday and/or outside of working hours; ;
Additional costs will be borne by the Company if, for the Products and/or Equipment concerned, the installation site is not accessible to a truck, a semi-trailer and/or a forklift and/or if the information transmitted to it is incorrect or incomplete and/or if the assembly/disassembly area is occupied by third parties and/or Equipment; ;
Costs related to changes, after the Order, in applicable regulations or exceptional measures taken by competent authorities such as police, fire department or others; ;
4.ai1.a.iii) Payment terms
The Customer agrees to pay the full amount of the Order by credit card on the day the Order is validated, or by check or bank transfer within 30 (thirty) days. The Customer acknowledges that their Orders will only be registered and processed by the Company after receipt of the full amount due on the day the Order is validated.
Payment for Services can be made by bank transfer, credit card or check.
Any sum not paid by the due date will automatically and without prior notice give rise to the application of late payment penalties calculated on the basis of a rate equal to 3 times the legal interest rate, without this penalty affecting the enforceability of the principal sums due.
In addition, any delay in payment will result in the Client being charged recovery fees of 40 euros, the immediate payment of all sums remaining due regardless of the agreed deadlines, as well as the possibility of unilaterally terminating the Contract at the Client's expense.
V.5 Delivery of Products and/or Equipment
Unless otherwise specified during the Order, the Equipment and/or Products are delivered, installed on the Stand concerned and arranged where appropriate (subject to the transmission by the Client of an arrangement plan at the time of the Order), no later than the opening date of the Event.
Order execution times are defined in the validated Purchase Order.
The Company declines all responsibility and compensation in the event of delay due to incomplete or erroneous information from the Client.
The Company shall not be liable in any event for any delay or suspension of the provision of Services attributable to the Client, or in the event of force majeure as defined in Article 1218 of the Civil Code.
The contractually owed Services are considered to have been provided upon expiry of the contractual period mentioned in the Order.
In the event of force majeure and/or reasons of imperatives relating to stock availability, order deadlines and in general the conditions of exercise of its Services, the Company expressly reserves the right to provide in place of the Equipment and/or Product ordered, any equivalent Equipment and/or Product, capable of ensuring identical use.
The Client or their representative agrees to be present at the Stand during the delivery and return of the Equipment so that the following can be carried out:
A condition report at the time of delivery of the Equipment; ;
An inventory at the time of return of the equipment.
The Parties may raise objections to the condition reports. In the absence of objections from the Client, the delivery and return of the Equipment will be considered complete.
The Client may not invoke force majeure or fortuitous events against the Company, as the Company is deemed to have fully performed its contractual obligations. Any claim subsequent to delivery will be considered inadmissible.
Malfunctions and damage to the Equipment revealed during tests and checks initiated by the Company within 48 hours (working days) will be the responsibility of the Client.
Article VI. Obligations of the Parties
VI.1 General obligation of cooperation and information
Each Party undertakes to communicate to the other Party all useful information as well as any warnings about risks of any kind that may affect the Services.
In the context of the execution of these General Terms and Conditions or an amendment, each Party undertakes to collaborate actively and regularly with the other Party, and any third party possibly designated by one of the Parties.
In this respect, the Parties shall provide each other within a reasonable timeframe with all documents or elements necessary for the execution of the General Terms and Conditions which are requested in writing by one of the Parties or any designated third party.
VI.2 Guarantees and obligations of the Company
General Guarantees and Obligations Regarding the Services
The Company undertakes to implement the necessary technical and human resources to ensure the availability of the Services it provides. In this respect, the Company is only bound by an obligation of means within the framework of this agreement.
In case of difficulty, the Client may inform the Company by email sent to the email address indicated in the preamble hereto, or by telephone at the number also indicated in the preamble.
Obligation regarding the provision of the Equipment
In accordance with Article L. 217-5 of the French Consumer Code concerning the guarantee of conformity, the Company undertakes to provide the Customer with Equipment and/or a Product that conforms to the use for which similar Equipment and/or Products would normally be used. The Company undertakes to provide Equipment and/or a Product that corresponds to the description given on the Website and possesses the qualities stated by the Company or agreed upon with the Customer. The Company also undertakes to provide Equipment and/or a Product that is free from manufacturing defects, imperfections, and is properly packaged. Finally, the Company undertakes to correctly install the Equipment upon delivery to the Stand.
For the Client's complete information, the relevant articles of the Consumer Code and the Civil Code pertaining to this article are reproduced below:
Article L. 217-4 of the Consumer Code: "The seller delivers goods that conform to 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, assembly instructions, or installation when the latter was his responsibility under the contract or was carried out under his supervision.»
Article L. 217-7 of the Consumer Code: "Any lack of conformity which appears within twenty-four months of delivery of the goods is presumed to have existed at the time of delivery, unless proven otherwise.".
For second-hand goods, this period is set at six months.
The seller can rebut this presumption if it is incompatible with the nature of the goods or the alleged lack of conformity.»
Article L. 217-12 of the Consumer Code: "The action resulting from a lack of conformity is time-barred two years from the delivery of the goods."«
Article 1641 of the Civil Code: "The seller is bound by a warranty against hidden defects in the thing sold which render it unfit for its intended use, or which diminish that use to such an extent that the buyer would not have acquired it, or would have given only a lower price, if he had known of them."«
Article 1648, paragraph 1 of the Civil Code: "The action resulting from latent defects must be brought by the purchaser within two years from the discovery of the defect."«
The Equipment and/or Product are guaranteed under the conditions of duration defined in the articles above.
The warranty consists of the simple exchange of the Equipment and/or Product recognized as defective (or repair by the Company when possible). Products must be returned to the Company postage prepaid and in their original packaging.
Exchanges of Equipment and/or Products or, where applicable, their repair under warranty, cannot have the effect of extending the duration of the warranty.
The replacement of defective Equipment and/or Products, under the warranty as specified above, is limited to one item per Customer.
No compensation for damages may be claimed regardless of the duration of the repair or the disruption of enjoyment suffered by the Client.
The warranty is refused and the Company's liability is waived in the event of alteration or intentional or accidental misuse such as shock, falling, exposure to a temperature above 50°C or below -20°C, immersion, contact with corrosive agents, etc.
The Company will conduct a joint inspection upon delivery and installation of the Equipment and will perform tests during installation to ensure that it is functioning correctly.
The Company undertakes to maintain the Equipment and to provide technical intervention in the event of a breakdown or failure of the Equipment, within 24 hours of the moment that the breakdown or failure has been brought to its attention.
VI.3 Guarantees and Obligations of the Client
Obligations related to the use of the Services
The Client agrees to use the Services provided by the Company in accordance with their intended purpose.
The Client shall refrain from any action which could harm the image of the Company and/or its distinctive signs.
As required, the Client acknowledges that the right to use the Services is personal to each Client. The Client agrees to use the Services normally and to be courteous in all communications, whether by telephone or any other means.
Obligations regarding the use of the Equipment
The client agrees to:
Use the Equipment in accordance with its usual purpose, do nothing, nor allow anything to be done, that could lead to its deterioration and/or disappearance, provide it with normal and necessary maintenance, maintain it and return it in good working order and cleanliness, respect the specific recommendations, usage advice, and appropriate warnings of the Company, which he acknowledges having read; ;
No modifications should be made to it, for example to the sockets and cables, nor any repairs, however minor; ;
Do not stick anything to the surface of the Equipment; ;
Use it in covered areas, protected from water infiltration; except for equipment intended, by its nature, to be used outdoors and on stabilized ground; ;
To allow free access to the installed equipment to any representative of the Company or person mandated by the latter and to take all necessary measures to facilitate their mission; ;
To return the Equipment to the Company, free of any objects.
Failure/delay in return
Unless otherwise agreed between the Parties, regardless of the rental period, failure by the Client to return the Equipment within the allotted time will automatically result in the Client being liable, as a penalty clause, for a downtime fee equal to the rental cost, without prejudice to any other damages that may result. Furthermore, and without prior notice, the Company may repossess the Equipment by means of a simple summary judgment issued by the President of the Commercial Court or the High Court with jurisdiction over the territory of Antibes.
Article VII. Compliance with standards
The Client must ensure that the Event complies with all applicable laws and regulations. They are solely responsible for obtaining all necessary permits for the Event, including the installation and operation of the ordered Equipment.
The Client undertakes to indemnify and hold the Company harmless from any and all damages that may result from failure to comply with the aforementioned provisions. In particular, in the event of cancellation or interruption of the Trade Show due to lack of proper authorization, the Client remains liable for full payment of the Order, regardless of the reason given by the competent authorities.
Article VIII. Responsibilities of the Parties
VIII.1 Company Liability
In any event, the Company shall not be liable for any indirect and/or related damages, such as, but not limited to: loss of profits and other commercial, reputational or moral damages, arising out of or as a consequence of this agreement.
In the event of the opening of a water bottle, the Company is not responsible for "Cross-contamination".
The Company is in no way responsible when a water bottle has been delivered and installed on a machine belonging to the Customer.
However, the Company will be liable to the Customer if the Equipment and/or Product does not conform to its intended use or to the description provided by the Company, even if it functions perfectly or if the installation was not carried out correctly by the Company. The same applies if the Equipment and/or Product has a manufacturing defect, an imperfection, is poorly packaged, or does not possess the qualities advertised by the Company or agreed upon with it.
VIII.2 Customer Responsibility
The Client is responsible in the event of a breach of its obligations under this agreement.
The Client is fully responsible in case of theft or damage to the Equipment.
Article IX. Insurance – Civil Liability – Damage to Equipment
The Client declares that they have professional and business liability insurance, which must cover the liabilities that may be incurred by persons authorized by the Client to use the rented Equipment and/or Product, and will provide the Company with their statement of coverage upon first request. When the Equipment is transported, delivered, installed, or removed by the Company, the Order implies a contribution towards insurance and refurbishment costs, payment for which must be included with the Order.
The coverage related to the payment of insurance contributions and repair costs applies to the Client during the period of availability of the Equipment.
If this contribution is not paid, the Order will not be taken into account or, if it is, the defects, damages or missing items will be charged to the Customer at the cost of repairing the Equipment, or at the new value if they are not repairable.
Participation in insurance and costs does not preclude the application of a security deposit.
Article X. Cancellation of an Order
X.1 Cancellation of an Order by the Company
If modifications or extensions to the scope defined in the validated Order become necessary for the performance of the Services, they will be defined and agreed upon in writing. If the Client can no longer maintain the Contract, they may terminate it by email.
X.2 Cancellation of an Order by the Customer
The Services will take place on the days and times agreed upon in the Purchase Order.
The Customer may request cancellation of the Order if he notifies customer service (whose contact details are recalled in article 11 herein), by email or by telephone at least 6 (six) working days before the scheduled delivery date.
If the order is not cancelled within these time limits, payment of the full price of the Order will be due.
In any event, regardless of the date of cancellation of the Order, the refund of deposits already paid and sums due on that date will remain at the discretion of the Company.
Every action taken is due.
For sales of Products such as coffee doses and canisters, all Customer Orders are firm and final, no refund by the Company is possible in case of cancellation or non-use.
However, Products such as water bottles are recoverable by the Company in the event of cancellation.
No refunds will be issued for any Products in the event of cancellation.
Article XI. Complaints – Customer Service:
For any information, complaint, question, to place an order, check its status, or report a complaint, the Company's customer service is available to the Customer:
By post to the following address: 775, Chemin des Près, BIOT (06410)
Email address: contact@essence-france.com
Port1: +33 (0) 6 48 86 28 91 Port2: +33 (0) 6 50 84 13 06
Article XII. Force majeure
The Company shall not be held liable for any delay in the performance of its obligations or for any failure to perform its obligations arising from this Contract when the circumstances giving rise to such delay constitute force majeure within the meaning of Article 1218 of the Civil Code.
Specifically, the following are considered as cases of force majeure or fortuitous events, in addition to those usually recognized by the jurisprudence of French courts and tribunals: total or partial strikes, lockouts, riots, civil unrest, insurrections, war, severe weather, epidemics, blockages of transport or supply routes for any reason whatsoever, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, legal or regulatory changes to marketing methods, computer or electrical network or server failures, blockages of electronic communications, including wired or wireless telecommunications networks, any challenge to the mathematical foundations governing the theory of cryptographic algorithms used for public key infrastructures, and any other event beyond the Company's control preventing the normal execution of this Contract.
Initially, force majeure events will suspend the performance of the Contract. If the force majeure event lasts for more than 45 days, the Contract will be automatically terminated, unless otherwise agreed between the Company and the Client.
Article XIII. Recourse
The Client shall bear all damages and interest which the Company may be ordered to pay as a result of a breach by the Client of the contractual obligations contained herein or as a result of the measures taken by the Company to put an end to the violation of the rights of third parties invoked by a victim, as soon as the judgment pronouncing them becomes enforceable, even provisionally, as well as the compensation and costs of any kind incurred by the Company to ensure its defense, including lawyers' fees.
The Company undertakes to inform the Client, as soon as it becomes aware of them, of any request, claim or action presented or initiated for such a reason, whether by judicial or extrajudicial means, and to provide the Client, at no cost to the latter, with all documents and information in its possession as well as all the assistance required that may be necessary for its defense.
Article XIV. Termination Clause
The Client expressly waives the right to seek enforcement of the Services, to have them performed by a third party or to seek a reduction in the price of the Services and, consequently, to waive the provisions of Articles 1221, 1222, 1223 of the Civil Code.
In the event that the Client fails to meet its payment obligation, the Company may, subject to prior formal notice which remains unheeded for 30 (thirty) days following receipt by the Client of said formal notice, suspend the execution of the Orders until full payment of the price and without its liability being engaged for any reason whatsoever.
Furthermore, any failure by either Party to fulfill any of its obligations which continues beyond 30 (thirty) working days following a formal notice made by registered letter, or which is not capable of being remedied, may result in the termination of the Contract automatically without judicial formalities and without prejudice to any damages and/or penalties or other rights and remedies that the non-defaulting Party may claim from the defaulting Party.
Article XV. Collection of personal data
The processing and collection of data and its disclosure to third parties responsible for the execution and payment of the Services, is subject to the consent of the person concerned.
Full information on the collection, processing carried out, the obligations of the Company, as well as the rights of the Client, is the subject of a separate contract entitled "Charter relating to the protection of personal data" attached hereto as Appendix I, which the Client acknowledges having read, before signing it concurrently with the signing of this document.
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Article XVI. Property
It is expressly agreed between the Parties that all Equipment rented by the Client remains the property of the Company.
The Products sold by the Company remain its sole property until full payment of the price, including principal and interest. If the Customer wishes the purchased Products to be processed, resold, or incorporated into Equipment, they must pay the outstanding balance to the Company beforehand.
However, the transfer of risk occurs when the Equipment and Products are made available to the Customer or when the Company hands them over to the carrier. In this case, it is the Customer's responsibility to check the condition of the Equipment and Products in the presence of the carrier and to take any necessary legal action against the carrier in the event of damage.
The Customer is prohibited from assigning, renting, lending, moving, pledging, allowing to be seized by one of its creditors, the Equipment held until its return to the Company or until full payment for the Products purchased.
The customer agrees to immediately inform the Company of any incident likely to affect ownership of the Equipment and/or Products.
The Company owns the intellectual property rights relating to the Services.
These Terms and Conditions do not transfer ownership to the Client, who is prohibited from infringing upon it in any way whatsoever.
Violation of the terms hereof may, at the Company's discretion, result in termination of the Contract and/or refusal by the Company of any further use by the Client, without prejudice to its right to take legal action against the Client for infringement of its intellectual property rights.
Article XVII. General Provisions
XVII.1 Renunciation
Any tolerance or waiver by either Party in the application of all or part of the commitments or obligations provided for in these General Terms and Conditions, regardless of its date, frequency or duration, shall not, in the absence of a written agreement to that effect, constitute a modification of the General Terms and Conditions nor generate or impede any right whatsoever.
XVII.2 Continuity of the Contract
The invalidity of any clause of this Agreement shall not affect the validity of the other clauses; the Agreement shall continue in the absence of the invalidated provision unless the invalidated clause renders the continuation of the Agreement impossible or unbalanced in relation to the initial agreements.
XVII.3 Clause Titles
The headings at the beginning of each article are for convenience only and may not be used as a basis for any interpretation or distortion of the clauses they refer to. In the event of any difficulty in interpretation or contradiction between the content of a clause and its heading, the heading shall be deemed null and void.
XVII.4 Entire Agreement of the Parties*
The Parties acknowledge that these General Terms and Conditions and any amendments thereto constitute the entirety of the agreements between them with regard to the achievement of the purpose hereof and supersede all prior agreements and proposals having the same purpose, regardless of their form.
XVII.5 Convention of Evidence
In accordance with Article 1368 of the French Civil Code, the Company and the Client intend to establish, within the framework of the Services, the rules relating to admissible evidence between them in the event of a dispute and its probative value. The following provisions constitute the agreement on evidence entered into between the Parties, who undertake to comply with this article. The Company and the Client agree that, in the event of a dispute, email addresses, exchanged emails, and SMS messages are admissible in court and will constitute proof of the data and facts they contain, taking precedence unless the Client provides written evidence to the contrary.
The Company and the Client agree that in the event of a dispute, data from any computer records of the Company shall constitute proof of acceptance of these Terms and Conditions, proof of acceptance by electronic means of any offer and any Services, and proof of the materiality of the services used by the Client by means of remote services used, namely Internet, telephone, SMS and mail.
The Company and the Client agree that in the event of a dispute, the scope of these documents and information is that accorded to an original in the sense of a written paper document, signed by hand.
XVII.6 Insurance
The Company declares that it holds professional liability insurance in accordance with applicable legal and regulatory provisions.
XVII.7 Assignment of the Contract – Subcontracting – Subletting
As this Contract is concluded intuitu personae, the Parties mutually undertake not to assign or transfer it, in whole or in part, to any third party whatsoever, without having first obtained the written consent of the other Party.
In any event, the rental or loan of the Equipment to a third party by the Client is excluded.
This Contract is entered into in consideration of the Company's own know-how, skills, and equipment. Consequently, the Company undertakes to perform this Contract itself or through carefully selected subcontractors, subject to having obtained prior authorization from the other Party, which must, in accordance with the law of December 31, 1975, on subcontracting, approve the subcontractor and its payment terms.
XVII.8 Applicable Law – Jurisdiction
This Contract is governed by French law.
The Parties undertake to attempt to resolve amicably all disputes relating to the formation, validity, interpretation, performance and termination of this Contract.
If the Client is a business, it is agreed that any disputes relating to the formation, validity, interpretation, performance, and termination of this Contract that the Parties are unable to resolve amicably shall be submitted to the Commercial Court of Antibes, to which the Parties hereby grant territorial jurisdiction regardless of the place of performance or the defendant's domicile. This clause, by express agreement of the Parties, shall also apply in the event of summary proceedings, multiple defendants, or third-party claims, and regardless of the Client's nationality.
XVII.9 Translation
This Agreement has been drafted in French. Should this Agreement be translated into another language, only the French version shall prevail.