Terms of sales
The description of the Products offered by RED is detailed in the commercial brochure, which can be consulted on the website accessible at the address www.horticulture.red and/or any suffixes and/or access fields which would refer to it, as well as in the precautions for use appearing in the specific instructions for use accompanying the sale of any Product (the ” Precautions for Use”).
THE PRODUCTS OFFERED BY RED CONSIST OF INDICATIVE AID TO MARKET GARDENERS IN THE FRAMEWORK OF MONITORING THEIR CULTURE. THEY CANNOT IN ANY CASE REPLACE THE NECESSARY MANAGEMENT AND/OR MONITORING THAT MUST BE ENSURED, IN ALL SITUATIONS, WITH REGARD TO THE NEEDS ASSOCIATED WITH EACH CULTURE CONSIDERED.
These general conditions of sale (the “GTC”) constitute, with the commercial brochure , which can be consulted on the website accessible at the address www.horticulture.red and/or, all suffixes and/or access fields which would refer to this one. , and the Precautions for Use appearing in the specific
instructions for use attached to the Products, mandatory contractual provisions. The T&Cs set out the terms of purchase, by any Customer, of the Products distributed by RED.
The general conditions of service, subscription and use of the Services and Solutions offered by RED are set out in separate conditions. The T&Cs therefore do not include or relate to the Services (governed by RED’s general terms of service [T&Cs]), nor to the Solutions offered by RED (governed by the general terms and conditions of subscription and use [CGAU] of RED).
PLEASE READ THE T&CS VERY CAREFULLY BEFORE PURCHASING ANY PRODUCT. FOLLOWING ACCEPTANCE, THE T&CS BINDS THE CUSTOMER TO RED, IN ACCORDANCE WITH THE CONDITIONS DEFINED BELOW .
RED recommends that the Customer, upon receipt of the durable medium that will be sent to him, following acceptance of the T&Cs, record and keep a digital version of them.
1. INTRODUCTORY PROVISIONS – DEFINITIONS
1.1. The T&Cs represent the contract concluded between RED and the Customer. They are applicable to all sales of Products.
The T&Cs are attached to any offer to purchase from RED. The Customer therefore acknowledges having had the necessary time to reflect on the terms thereof, before committing. The T&Cs contain information and textual information, including in particular:
– The identity of RED, its postal and electronic contact details, its activities;
– The main characteristics, functionalities and methods of use of the Products, as defined below, as well as in the Precautions for Use;
– The price of the Products, following a reference to the commercial brochure available on the website accessible at the address www.horticulture.red and/or any suffixes and/or access fields which would refer to it;
– the terms of payment linked to the purchase of the Products, in particular via the Payment Intermediary;
– the period of validity of the Product offers;
– the legal warranties attached to the Products.
1.2. DEFINITIONS CUSTOMER : refers to the market gardener, who buys one or more Product(s), in accordance with the attached Precautions for Use, and who can benefit, following subscription with RED, from Services and Solutions, under the conditions defined in the Offer and the separate general conditions of service, subscription and use, following dedicated subscription. The Customer who wishes to subscribe to the Services and Solution must therefore place an order separately with RED.
The Client means by establishment in the legal sense of the term (individually identified by a SIRET number – company, subsidiary, branch, main establishment, secondary establishment, site, works council, etc.).
The Client is RED’s sole co-contractor.
OFFER : designates the commercial proposal from RED to the Customer relating to the sale of Products established by any means and in particular, by quotation. The T&CS in force are attached to any Offer, for acceptance by the Customer.
ORDER : refers to the Offer accepted by the Customer.
DATA : refers to all raw data such as, but not limited to, any information, question, suggestion, remark, listings , protocols, studies, profile sheets, images, videos, files, reports, statements, graphic charters, tests, documents, results, etc., that RED may use, in connection with the sale of Products.
PARTIES : means RED and the Client.
The terms referred to above are understood in the singular as well as in the plural.
2. NO INTERMEDIATION BY RED
2.1. RED does not provide any intermediation, nor can it be responsible, on any basis and on any date whatsoever, for any interaction or transaction other than the sale of Products by RED to the Customer, according to acceptance of the dedicated Offer .
2.2. No provision of the GCS, nor any other agreement, can be deemed to place RED and the Customer within the framework of an association, company, EIG, of a company as well as of any legal or factual grouping or of a relationship commercial agency or representation, employment relationship, agents or similar.
Neither RED nor the Customer will have the right or the authority to undertake anything likely to create any obligation for either of them.
3. PERIMETER OF USE
3.1. THE PRODUCTS ARE NOT TOYS OR GAME. RED
draws the Customer’s attention to the fact that the Products:
– Do not work underwater;
– Must be used in strict compliance with the Precautions for Use;
– Do not in any way replace the safety equipment essential to the activity envisaged, nor the safety instructions provided within the framework of the said activity.
THE PRECAUTIONS FOR USE OF THE PRODUCTS APPEAR IN THE SPECIFIC INSTRUCTIONS FOR USE, ACCOMPANYING THE SALE OF ANY PRODUCT, AS WELL AS ON THE WEBSITE ACCESSIBLE AT THE ADDRESS WWW.HORTICULTURE.RED AND/OR ALL SUFFIXES AND/OR FIELDS D ‘ACCESS WHICH WOULD REFER TO THIS ONE.
3.2. No use of the Products is authorized outside the
Precautions for Use and the T&C
4. PURCHASE OF PRODUCT(S) – NONCOMPLIANCE – RETURN
4.1. Purchase of Products
The Customer may purchase a Product:
– from RED:
1. on its online store, accessible at firstname.lastname@example.org d a dedicated request.
In this case, RED will send the Customer the Offer and a corresponding order form, including the GCS, if the latter confirms his desire to purchase,
2. during all professional representations in which it participates (trade shows, fairs, points of sale, etc.);
3. from its other authorized distributors. For any question relating to the purchase of a Product, the Customer is invited to contact RED at the email address
email@example.com d .
For any personalized request, the Customer is also invited to contact RED, at this same address. In such a case, RED will establish, upon receipt of the correlatively transmitted specifications, an appropriate Offer.
4.2. Authenticity of information
The Customer undertakes to transmit exact and authentic information, within the framework of the procedure for the purchase of the Product(s). As such, it is their responsibility to verify the accuracy of their Product(s) order and to immediately report any errors to RED. All the information provided by the Customer when taking the order commits the latter to RED, which cannot be held responsible for the consequences in the event of an error. Any request to modify the Customer’s order will be subject to the express agreement of RED.
4.3. Duration of Offers
The duration of the Offers is, unless otherwise specified in the Offer itself, thirty (30) days.
4.4. Product Availability
Products in stock are usually available within ten (10) working days of receipt of the Customer’s order by RED.
Products that are not in stock are usually delivered within a maximum period of ninety (90) days from receipt of the User’s order by RED.
In any case, RED will confirm to the Customer, when notifying the order, the indicative delivery time of the Product ordered.
4.5. Product Prices
The Products are sold at the prices in force in the commercial brochure, which can be consulted on the website accessible at the address www.horticulture.red and/or any suffixes and/or access fields which would refer to it, on the day of purchase of the Product(s). The prices are printed in euros. Prices are net, excluding taxes, ex warehouse (Incoterms ICC 2020 EXW – Ex Works, ex works), excluding packaging.
The processing, shipping, transport and delivery costs, excluding immediate delivery of a Product, in the event of a physical purchase, are invoiced in addition, under the conditions also indicated in the said sales brochure, and calculated prior to the Placing an order.
Rates are subject to change subject to compliance with a notice period of thirty (30) days from notification by any written means, including by seeing information published online on the RED website, accessible at the address www.horticulture.red. The prices of Products ordered before the end of the aforesaid notice period will not be affected by the changes made. Unless otherwise specified in the Offer, no discount is granted by RED.
4.6. Payment for Products
Any Order is due in its entirety by the Customer. Under these conditions, the Products are at once to the Order / as follows:
1. Thirty percent (30%) of the net price, all taxes included, of Products, as indicated in the Offer, as a deposit;
2. the balance, on the date of the provision of the Products by RED.
The price is payable by cash, check, subject to effective collection, transfer. RED will send the Customer an invoice by any means, according to purchase of the Product(s).
4.7. Any delay in payment entails the automatic application of late payment penalties at the refinancing rate of the European Central Bank (ECB) increased by ten (10) points. The penalty is incurred when payment has not been made by the due date appearing on the invoice, without formal notice being necessary.
The Customer is also automatically liable for a fixed indemnity for recovery costs in the amount of €40 (art. D. 441-5 of the Commercial Code). When the recovery costs incurred are greater than the amount of this fixed compensation, RED may request additional compensation upon justification (art. L. 441-6
paragraph 12 of the Commercial Code).
4.8. In the event of non-payment, RED may validly bring any action for forced payment corresponding to the full price of the Products ordered and/or implement any precautionary measure, in particular by suspending until full and perfect payment, any order in progress. client.
4.9. When the payment is staggered, the non-payment of a single installment will result in the immediate payment of the entire debt.
Under no circumstances may payments, at the Customer’s sole initiative, be suspended, nor be the subject of any compensation whatsoever without the prior written agreement of both Parties. Any partial payment will result in the immediate suspension of the account and will be deducted first from the non-privileged part of the claim, then from the sums whose payment is older.
4.10. Time limit
The delivery times for the Products are given for information only and are counted from the final acceptance of the Order by RED and of any element, in particular administrative, technical, graphic, necessary for the execution of the Order. Any modification of the Order causes a new period to run.
A delay in delivery cannot result in the refusal of the Products, nor the automatic and automatic termination of the GCS.
The indicative delivery time will be reviewed appropriately:
1. if the Customer is late in fulfilling his contractual obligations, in particular if he does not respect the terms of payment,
2. when a cause for exemption arises (force majeure) as provided for in article 13 below or any other cause beyond the control of RED.
4.11. Transfer of ownership
UNLESS SPECIFIC CONDITIONS TO THE CONTRARY, RED RESERVES OWNERSHIP OF THE PRODUCTS DELIVERED UNTIL THEIR FULL PAYMENT BY THE CUSTOMER. The complete transfer of ownership occurs only after payment of the full price and its accessories, regardless of the date of delivery of the Products.
The Customer shall keep the Products until full payment of the price, so that they can be identified at any time and are protected from any risk (damage, theft, etc.). The Products in the Customer’s possession will be presumed to be still unpaid at any time, RED may take them back in payment and compensation for invoices
that remain unpaid.
The Customer will inform RED of any intervention or claim by a third party likely to infringe its rights to the Products, so that the latter can oppose it and take any precautionary measure to preserve its rights.
4.12. Transfer of risk
The transfer of risks, in particular of loss and deterioration, relating to the Products, will take place when the Customer physically enters into possession of the said Products, in accordance with the provisions above.
Upon receipt of the Products, it is the Customer’s responsibility to carry out all the checks and make all the necessary reservations, in accordance with the provisions below.
The Customer will take out insurance covering the risks that the Products may run or cause from the time they are made available.
4.13. Non-compliance and return – after-sales service
4.13.1. The Customer is required to check the apparent condition of the Products upon receipt. In the absence of precise and complete reservations expressly issued by registered letter with acknowledgment of receipt by the Customer to the carrier, with a copy to RED, all within the imperative period of seventy-two (72) hours from receipt of the Products ordered, said Products delivered by RED shall be deemed to comply in quantity and quality with the Order.
4.13.2. In the event of non-compliance of the Products, it is up to the Customer to issue a reasoned complaint under the conditions referred to above. The action resulting from the lack of conformity is prescribed according to the regulations in force.
4.13.3. The return can only concern Products that have been kept in their state, on the date of provision by RED to the Customer.
4.13.4. Any return is therefore excluded in the event of misuse, non-compliance with storage conditions, negligence on the part of the Customer, as in the event of normal wear and tear of the goods or force majeure or even if the Customer has brought, its own initiative, directly or indirectly, of modifications to the Products.
The costs and risks of return transport are in this case the
responsibility of the Customer.
4.13.5. For any subject relating to after-sales service, and in particular relating to non-compliance or even the implementation of guarantees, the Customer is invited to contact RED at the email address firstname.lastname@example.org .
The Customer undertakes to use the Products delivered by RED under its sole responsibility. The Customer acknowledges, moreover, that RED cannot be held liable in particular in the event of degradation, alteration or modification of the Products due to its own fact. The Customer undertakes to use the Products purchased in accordance with the indications provided, as well as to ensure the maintenance necessary and recommended by RED, in order to ensure their proper functioning. The Customer must keep the invoice, the original packaging and all the manuals, notices and accessories relating to the Products ordered.
RED guarantees the Products supplied against any hidden defect and against any lack of conformity with the Offer rendering them unsuitable for their use, in accordance with the legal and regulatory provisions in force. No other guarantee than those provided for in these T&Cs is given to the Customer. The Customer must provide any justification as to the reality of the lack of conformity or hidden defects noted, any verification or analysis carried out remaining at his expense.
It is the Customer’s responsibility to verify the adequacy of the Products to his needs and expectations, with regard to the terms of the Offer. The choice and purchase of a Product are placed under the sole responsibility of the Customer.
5. PRODUCT OPERATION
THE PRODUCTS ARE PROVIDED AS IS AND TO THE EXTENT OF TECHNICAL POSSIBILITIES. ACCORDINGLY, CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT RED DOES NOT WARRANT THE PRODUCTS, NOR ANY CONSEQUENCES, EFFECTS AND/OR DAMAGES SUFFERED AND/OR CAUSED BY THE PRODUCTS:
– OUTSIDE OF THE LEGAL GUARANTEES IN FORCE, AND/OR
– FOR ANY INSTALLATION AND/OR USE NOT IN COMPLIANCE WITH THE PRECAUTIONS FOR USE AND/OR THE T&CS, AND/OR
– IN CASE OF MODIFICATION, INTERVENTION, MISUSE, NEGLIGENCE, FAILURE TO USE, TRANSFORMATION AND/OR ANY OTHER CHANGE MADE TO THE PRODUCTS BY THE CUSTOMER, DIRECTLY OR INDIRECTLY, ALONE OR IN A RELATED MANNER.
6. CUSTOMER COMMITMENTS
The sale of the Products is subject to the acceptance of the T&Cs. The Customer is solely responsible for the use he makes
of the Products. The Customer is prohibited, within the framework of the purchase and/or use of the Products, from engaging in acts, of any nature whatsoever, which would be contrary to the legislative and regulatory provisions of the French Republic. and/or any other local, national or international laws or other regulations and/or which would harm public order or the rights of a third party. In addition, without this list being exhaustive, the Customer is prohibited from:
– to use the Products for purposes other than normal use, in accordance with the Precautions for Use and the GCS, it being specified that in particular will be considered as not falling under normal use any use and activity deemed disproportionate and/or non-compliant with the Precautions for Use and/or the T&Cs,
– to use the Products fraudulently or for any illegal or fraudulent purpose or effect;
– to publish, transmit, distribute, edit or make accessible on or through the Products, any content that could constitute, without this list being exhaustive, a violation of public order and/or good morals, defamation, insults, denigration, threats, blackmail, harassment, incitement to violence, racial hatred and more generally the commission of crimes and offences; the propagation of false news or financial information covered by secrecy, as well as any content intended to represent or offer for sale objects and/or works, software, content prohibited by law or infringing the rights third parties; undermining the authority of justice; breach of privacy, the protection of personal data or the secrecy of correspondence; apology for crimes against humanity or denial of genocide; disclosure of information covered by
secrecy or by the right to privacy; or even an act endangering minors, the manufacture, transmission, dissemination or accessibility of messages of a violent, pedophilic or pornographic nature, or of a nature to infringe human dignity or to allow the manufacture of explosives,
– to attempt to mislead, by usurping the identity or by damaging the image or reputation of others,
– Data , messages or documents, message headers or identification or connection data or otherwise manipulate an identifier or information in such a way as to conceal the origin of the transmission of content, on any medium whatsoever,
– to engage in a violation of intellectual property rights (in particular with regard to software, databases, images and texts) or any other property right belonging to others,
– post, broadcast, transmit or otherwise make available any content that includes or constitutes any computer virus, Trojan horse, spyware, adware, computer program or code designed to interrupt, destroy, divert or limit the functionalities or performance of any software, computer, service or electronic communications tool without this list being exhaustive,
– of knowingly transmit, receive, upload, use or reuse any Data posted online or made accessible by RED, directly or indirectly, with the exception of Data expressly indicated as downloadable by RED,
– to disrupt, slow down, block or alter the normal flow of Data, modify or alter or commit any other action having an equivalent disruptive effect on the functionality of the Products,
– to post, indicate, or disseminate, in any form whatsoever, information or content having the effect of diminishing, disorganizing, preventing the normal use of the Products, interrupting and/or slowing down normal circulation informations,
– use the Products to transmit or facilitate the sending of unsolicited or unauthorized advertising or promotional materials;
– to post, indicate, or distribute in any form whatsoever information or content incorporating links to third-party sites that would be illegal and/or contrary to morality,
– to act unfairly towards RED and therefore not to respect and damage in any way the image and reputation of RED and/or the Products.
7. PROHIBITED USES
If RED believes that any information violates or may violate any of the provisions of the Precautions for Use and/or the T&Cs, it reserves the right, at any time and without limitation, to take any other action, at law or in equity, after having requested all useful explanations from the Customer to: (i) refuse the sale of Products to the Customer, (ii) refuse to allow the Customer to access this information, (ii) permanently delete this information, (iii) delete or to suspend the defaulting Customer’s account and/or (iv) to use any technological, legal, operational or other means at its disposal, with a view to obtaining the forced execution of the provisions of
The Customer is also prohibited from:
– to sever or attempt to sever elements of the Products, including, without limitation, using them other than for their purpose, obtaining or using earlier or later versions of their components at different times, or transferring separately,
– to reconstruct the logic of the Products, to decompile or disassemble them.
The Customer’s commitments in this respect remain in force for a period of twenty (20) years from the date of the Order.
8. SECRET – INTELLECTUAL PROPERTY
8.1. The Client undertakes not to disclose the Offers and/or any of their terms, nor any other elements and information obtained, directly or indirectly, during or within the framework of the execution of the GCS (hereinafter designated by the “Information”) and not to use all or part of this Information for purposes other than the sole purchase of the Products for its own account. The Information remains the entire and exclusive property of RED or of the third party to whom it belongs, in the event that RED only holds an exploitation right.
8.2. The Client undertakes to:
a) keep the Information strictly confidential ;
b) not to copy, reproduce or duplicate, in whole or in part, the Information;
c) transmit only the strictly necessary Information and only to its personnel having a strict need in the context of the purchase of the Products by the Customer, and previously bound, in writing, by the same obligations of confidentiality and non-use than those contained in the T&Cs;
d) that the Information is not used for purposes other than the purchase of the Products for its own account;
e) assume responsibility towards RED for any failure to do so;
f) immediately notify RED of any misappropriation, unauthorized use or disclosure of Information of which it becomes aware, the notification specifying the circumstances of this incident;
g) at RED’s first request and at RED’s option, immediately return to it the Information in its possession and/or reproduced on a material medium (including any copy) or destroy it, it being specified that in the latter case, a certificate signed attesting to the proper destruction of the Information must be issued by the Customer.
The Customer further acknowledges that no stipulation of the T&Cs may be interpreted as obliging RED to disclose any Information; and that the disclosure by RED of Information cannot, under any circumstances, be interpreted as conferring, expressly or implicitly, any right on this Information, the Customer refraining from seeking any protection under property rights intellectual property on all or part of the Information;
8.3. The provisions of this article 9 are not applicable to all or part of the Information for which the Customer can provide written proof of a legal exception.
8.4. The obligations of confidentiality and non-use provided for under this article remain valid until the last right on the Information regularly falls into the public domain.
8.5. Without limiting the scope of the other provisions of the T&Cs, the name ” RED “, logos, domain names and all other trademarks and/or trade names contained on the Products and/or their packaging are trademarks , trade names or service marks of RED, its suppliers or the manufacturers of the Products (collectively, the “ Marks ”). The Customer undertakes not to display or use, in any way, one of the Trademarks, without the prior written consent of its holder, nor to register or protect any of the Trademarks or any other sign using in whole or in part the any of the terms associated with the Marks. No transfer or grant of rights under the Marks is made or shall be inferred from any provision of the T&Cs or by any other notice appearing on the Products. All rights in the Marks are reserved by RED or the
9. PERSONAL INFORMATION
The personal data protection charter drawn up by RED (the “Charter ”) indicates to the Customer the rules for the use and protection of his personal information.
The Customer is requested, before any acceptance of the GCS and use of the Products, to carefully read the rules included in this Charter.
The RED Charter is accessible at any time on the site www.horticulture.red and /or any suffixes and/or access fields that would refer to it . By purchasing the Products, all the rights, commitments and obligations mentioned in the Charter are, following acceptance thereof, applicable to the Customer.
As such, the Customer expressly grants RED a mandate to collect and process the Customer’s data in accordance with the purposes defined in the Charter.
The data collected is intended for RED, as well as its third-party service providers, for the purposes explained in the Charter, including, primarily, for the purposes of the sale of the Products and the Customer relationship. The third-party service providers are located on the territory of the European Union.
The mandate given by the Customer to RED is valid for the duration authorized by regulation, within the framework of a sales contract.
By the T&Cs, the Customer therefore authorizes in his name and on his behalf to use his personal data, in particular for the purpose of transfer to his third-party service providers, for the purposes referred to above.
10. GUARANTEES – LIABILITY
The functionalities of the Products are defined in the RED Offer and governed by the Precautions for Use and the GCS. No other object or warranty is given by RED.
RED’s liability is limited to the obligations defined in the T&Cs. RED cannot be held liable in the absence of a contractual breach attributable to it.
CUSTOMER EXPRESSLY ACKNOWLEDGES THAT USE OF THE PRODUCTS IS AT ITS SOLE RISK. THE DATA THAT MAY BE OBTAINED BY THE CUSTOMER THROUGH THE USE OF THE PRODUCTS ARE WITHOUT ANY WARRANTY, REPRESENTATION, REPRESENTATION, CONDITION, UNDERTAKING OR TERM – EXPRESS OR IMPLIED – STATUTORY OR OTHERWISE – INCLUDING, BUT NOT LIMITED TO, NO WARRANTY OF QUALITY, DURABILITY, PERFORMANCE, RELIABILITY, NON-INFRINGEMENT OR COPYRIGHT INFRINGEMENT , SUITABILITY, FITNESS FOR ANY PURPOSE, NOR AS TO THEIR LEGITIMACY, LEGALITY, VALIDITY, ACCURACY, AUTHENTICITY, RELIABILITY , COMPLETENESS, UPDATE, OR AS TO THE RIGHT TO FREELY EXPLOIT SUCH DATA RESULTING FROM THE USE OF THE PRODUCTS.
RED also expressly excludes any liability for:
– any delay in the availability of the Products due to the cessation, temporary or permanent, by any of the manufacturers, of the production and/or marketing of a given Product,
– the performance of said Products or other specifications not provided for contractually,
– any delay attributable to the Customer in the performance of its contractual obligations. RED will also not incur any liability for any consequential damages, including, but not limited to, due to operating loss, loss of profit, loss of data, loss of contract, damages or other costs, which could arise from or on the occasion of the use of the Products.
Any total or partial impossibility to use the Products, apart from a breach by RED of the obligations defined in the GCS or of a legal guarantee (hidden defect / lack of conformity with the Offer), cannot give rise to any compensation, reimbursement or questioning of RED’s liability.
THE CUSTOMER, AS A PROFESSIONAL, IS SOLELY RESPONSIBLE FOR VERIFYING THAT THE PRODUCTS MEET HIS NEEDS. RED IS IN ANY CASE BOUND ONLY BY A SINGLE
OBLIGATION OF MEANS. IN NO EVENT SHALL RED, ITS OFFICERS, SHAREHOLDERS, DIRECTORS OR PERSONNEL BE RESPONSIBLE OR LIABLE BY THE CUSTOMER AND/OR
ANY OTHER PERSON AFFECTED BY THE PRODUCTS FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT DAMAGES SUCH AS INDIRECT, CORPORAL OR INTANGIBLE, SPECIAL, PUNITIVE OR RESULTING FROM THE USE OF THE PRODUCTS OR ANY OTHER DAMAGE ARISING FROM: (I) THE VIOLATION OF THE GCS BY THE CUSTOMER AND/OR ONE OR MORE USER(S) OF THE PRODUCTS INCLUDING THE CUSTOMER RESPONDS LEGALLY OR NOT, INCLUDING ALL OR PART OF THE ASSOCIATED PRECAUTIONS FOR USE; AND/OR (II) THE UNAVAILABILITY, SLOWDOWN, MALFUNCTION OF THE PRODUCTS FOR A REASON NOT RESPONDING TO THE LEGAL GUARANTEES IN FORCE; AND OR (III) ANY TECHNICAL DIFFICULTY AFFECTING THE PRODUCTS FOR A REASON NOT RESPONDING TO THE LEGAL GUARANTEES IN FORCE; AND OR (IV) INABILITY TO USE, IN WHOLE OR IN PART, THE PRODUCTS FOR A REASON THAT DOES NOT RESPOND TO THE LEGAL GUARANTEES IN FORCE; AND/OR (V) ANY ERRORS, DEFAULT, MISUSE, NEGLIGENCE, INTERVENTION, TRANSFORMATION, MISADAPTATION, OMISSION, DEFECTS OF THE CUSTOMER OR ANY
PERSON OTHER THAN RED ON THE PRODUCTS, SECURITY FAULTS, VIRUSES, TROJAN HORSES OR ELEMENTS AFFECTING THE CORRECT USE OF THE PRODUCTS; AND/OR (VI) UNAUTHORIZED OR TAMPERED ACCESS TO THE PRODUCTS AND/OR (VII) ANY OTHER FAILURE OF RED, EVEN IF RED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE FORM OF THE ACTION BROUGHT (CONTRACT EXECUTION, CIVIL ACTION OR OTHER), NOT ATTRIBUTABLE TO RED.
IN ADDITION, RED CANNOT BE RESPONSIBLE FOR COMPLAINTS OR DEMANDS RESULTING FROM A VIOLATION OF ANY OF THE PROVISIONS OF THE GTS, INCLUDING IN PARTICULAR ANY COMPLAINT IN VIOLATION OF LAWS AND REGULATIONS, PUBLIC ORDER AND GOOD DECOR, RIGHTS INTELLECTUAL OR INDUSTRIAL PROPERTY, IMAGE RIGHTS, DEFAMATION, HARASSMENT, INTRUSION IN PRIVACY, FRAUD, ECONOMIC ESPIONAGE, UNFAIR COMPETITION, ETC.
Finally, RED ‘s liability is also excluded in the event of the occurrence of an event having the characteristics of force majeure, within the meaning of article 13 below.
IN THE EVENT THAT CERTAIN JURISDICTIONS DO NOT RECOGNIZE EXCLUSIONS OR LIMITATIONS OF LIABILITY FOR THE CONSIDERED DAMAGES, THE EXCLUSIONS NOT RECEIVED WILL NOT APPLY TO THE CUSTOMER BEFORE SUCH JURISDICTIONS.
IN ANY CASE, RED’S LIABILITY, INCLUDING ALL RELATED CONSEQUENCES, WILL BE LIMITED TO THE PRICE OF THE INCRIMINATED PRODUCT (AND ONLY TO THIS), WHICH THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND ACCEPTS.
11. DURATION – TERMINATION
The T&Cs take effect upon acceptance. RED may, in the event of technical difficulties or violation of the T&Cs by the Customer, terminate the T&Cs. The termination of the T&Cs will not exempt the Customer from its obligations under the T&Cs (including, but not limited to, intellectual and industrial property, confidentiality, etc.), which will survive the termination of the T&Cs for the contractual periods referred to in the corresponding articles of the GCS. In the event of termination, whatever the cause or the date, the sums paid to RED will remain acquired by the latter and will not be the subject of any reimbursement.
Any termination in progress does not exonerate the Customer from immediate payment, at the latest on the effective date of termination, in favor of RED, of all sums due under the Order and not paid.
12. INDEPENDENCE OF THE PARTIES – LIABILITY – INSURANCE – FORCE MAJEURE
The Parties declare that they are and will remain throughout the duration of the execution of the T&Cs independent commercial and professional co-contractors, each assuming the risks of their own operation.
Each Party will assume the risks of its operation alone, including in respect of the execution of the GCS. Each Party will also ensure compliance with all obligations and responsibilities resulting from the hiring of employees as well as all legal and regulatory formalities of a fiscal, social, economic and accounting nature related to its own activities. Neither Party shall be held liable vis-à-vis the other for the nonexecution or delays in the execution of an obligation of the GCS, which would be due to the fact of the other Party or to the occurrence an event having the characteristics of force majeure, as this concept is usually defined by French case law and courts.
The event having the characteristics of force majeure suspends the obligations arising from the GCS for the duration of its existence.
Customer agrees to defend, indemnify and hold RED, and anyone acting on its behalf, harmless, including, but not limited to, its shareholders, officers, directors, staff and partners, of all losses, expenses, costs, damages, complaints and responsibilities (including, in particular, all direct or indirect damages, legal fees,
etc.) which will result from a purchase and/or use of the Products, in violation of the T&Cs, including the Precautions for Use.
RED may pursue any remedy available to it, at law and in equity, including any request for an injunction, to enforce any provision of the T&Cs.
In the event of illegal or unauthorized use of the Products, RED reserves the right to report the violation to the administrative, judicial and/or police authorities.
14. NOTICES – WAIVER
Notifications to the Customer are made regularly by email. The fact that a Party has not required the application of any clause of the GCS, whether permanently or temporarily, may in no way be considered as a waiver of the rights of this Party arising from the said clause.
15. COMMERCIAL OFFERS
The Customer agrees to receive commercial offers from RED and its partners, its communication plans and its news. The Client is entitled to request, at any time, in accordance with the provisions of the Charter, from RED, to remove his address from his list of contacts, by email to the following address: email@example.com .
16. TECHNICAL ASSISTANCE
RED does not provide technical assistance related to the use of the Products.
The T&Cs are liable to be modified by RED, in particular in the event of technical, legal or jurisprudential developments or during the implementation of new functionalities. The current version of the T&Cs is accessible at the address www.horticulture.red and/or any suffixes and/or access fields that refer to it.
18. INTEGRALITY – INVALIDITY
The T&Cs constitute the entire agreement between the Customer and RED. If one or more stipulations of the GCS are held to be invalid or declared as such pursuant to a law, a regulation – and in particular European Union law – or following a final decision by a competent jurisdiction, the other stipulations will retain their full force and scope.
19. LEGISLATION AND REGULATIONS
The contractual conditions such as, for example, prices and deadlines, are established within the framework of the legal and regulatory provisions in force on the date of establishment of the Offer. If these were to be changed and modify the economic conditions of the Offer or the GCS, the Parties would meet to adapt the terms in good faith to the new situation.
20. APPLICABLE LAW – DISPUTES
The T&Cs will be governed and interpreted in accordance with French laws and regulations. The Customer expressly accepts that all disputes and disputes relating to the GCS, their interpretation, their validity and/or their execution, including the purchase of Product(s), not resolved amicably at the end of a period of thirty (30) days from the first notification of the dispute, be submitted to the commercial courts of Lyon (France) exclusively