General terms and conditions of sale

The present Terms and Conditions of Sale are binding on the Client (hereinafter referred to as the "Client") and on ActivUP (hereinafter referred to as "ActivUP"), a SASU (simplified joint stock company) registered under number 812 103 323 at the Commercial Court of Thonon-les-bains and whose registered office is located at 125 route du Fer à Cheval 74160 Collonges sous Salève. Any signature of the Order Form or online payment implies the acceptance by the Client of the present general conditions which govern its relations with ActivUP.

They shall prevail over any other document, unless otherwise specified in the Purchase Order.

1 - Terms of sale

1.1 - Prices

The proposed prices are set out in the "Price List" document, as well as the conditions of discounts, rebates and discounts. The prices of the material are those in force on the day the order is taken. They are denominated in euros and calculated exclusive of tax. Consequently, they will be increased by the VAT rate and the transport and installation costs applicable on the day of the order. ActivUP reserves the right to modify its prices at any time. However, it undertakes to invoice the goods ordered at the prices indicated at the time the order is registered.

1.2 - Payment

Payment of orders is made by bank transfer. Upon registration of the order, the Customer shall pay a deposit of 10% of the total amount of the invoice, the balance to be paid upon receipt of the goods, unless otherwise stated on the Purchase Order. If the Customer fails to pay for the goods delivered in whole or in part by the date of receipt, the Customer shall pay ActivUP a late payment penalty equal to three times the legal interest rate. The legal interest rate shall be the rate in effect on the date of delivery of the goods. This penalty shall be calculated on the amount of the outstanding amount, including VAT, and shall run from the due date of the price without any prior notice of default being required. In addition to the late payment penalties, any sum, including the deposit, not paid on the due date will automatically give rise to the payment of a fixed penalty of 40 euros due for collection costs.

1.3 - Resolutive clause

If within fifteen days of the implementation of the "Late Payment" clause, the Customer has not paid the outstanding sums, the sale shall be automatically cancelled and may give rise to the right to claim damages from ActivUP.

1.4 - Clause of property reserve

ActivUP shall retain ownership of the goods sold until full payment of the price, in principal and in accessories. In this respect, if the Customer is the subject of a receivership or a judicial liquidation, ActivUP reserves the right to claim, within the framework of the collective procedure, the goods sold and remaining unpaid.

1.5 - Delivery

Delivery shall be made by direct handover of the goods to the Customer. ActivUP undertakes to deliver the equipment and accessories in accordance with those indicated on the Purchase Order to the Customer. The place of delivery shall be the address indicated by the Customer on the Purchase Order. The Customer agrees to provide ActivUP with all information necessary to ensure the delivery and assembly in the best conditions (access, parking space, schedules, etc.). The delivery time indicated at the time of the registration of the order is given only as an indication and is in no way guaranteed. Consequently, any reasonable delay in the delivery of the products will not give rise to the allocation of damages to the Customer. In the event of missing or damaged goods during transport, the Customer shall make all necessary reservations on the transport voucher upon receipt of said goods. These reservations must be confirmed in writing within five days of delivery, by registered mail.

1.6 - Withdrawal by private individuals

In accordance with article 221-18 of the French Consumer Code, individual customers have 14 days from the date of receipt to return the product if they do not wish to use it. This legal provision is reserved for private individuals and does not apply to professionals and companies. Return shipping costs are at the customer's expense. The law stipulates that in order to exercise the right of withdrawal, the product must be in perfectly identical condition, i.e. in particular (without this list being limitative) no visible marks or scratches on the product, perfectly clean product, intact packaging, presence of all packaging elements (wedges, plastic bags, etc.), presence of all elements and accessories (screws, etc.).

1.7 - Withdrawal by professionals and companies

ActivUP may offer the customer the option of returning the equipment, provided this arrangement has been accepted in advance. In this case, the cost of return transport at the catalog rate, as well as the cost of reconditioning, will be deducted from the amount of the refund.

2 - Rental terms and conditions

2.1 - Commissioning

In the case where the installation is carried out by ActivUP, the material is checked and tested at its startup, which implies for the customer that he accepts the perfect state of operation of this one. Upon receipt of the equipment, the customer is responsible for ensuring that it is not damaged by inappropriate use.

In the event that the installation is performed by the Customer or by an installer appointed by the Customer, the Customer shall be responsible for checking and testing the equipment. Any anomaly or degradation of the equipment resulting from an installation by the Customer and a use not in conformity with the documentation provided by ActivUP may give rise to an invoice by ActivUP if the degradation implies repairs.

If, at the end of a period of 2 weeks after the installation of the equipment, no reservation is made by the Customer, the equipment will be considered as being in perfect working order as soon as it is put into service.

During the rental period, if the client has to transport the equipment himself or have it transported, he undertakes to do so in the best possible conditions, and will be held responsible for any damage that may result from this transport. The client is trained in the use of the equipment by ActivUP and is therefore supposed to know how it works and how to handle it.

The customer certifies that he/she is aware of all the safety warnings, risks and precautions to be taken concerning the use of the equipment rented through this contract. A dedicated document is transmitted at the time of the installation on site.

In any case, ActivUP cannot be held responsible for any physical or material damage resulting from the use of its equipment by the customer.

The electrical distribution/installation used and/or made available by the customer is expected to be to French standards and reliable, any damage to the French standard equipment due to electrical failure will be at the customer's expense.

The Customer agrees that no repair or intervention on the hardware or software shall be carried out by a third party or company other than ActivUP or a subcontractor explicitly appointed by ActivUP.

For practical reasons, the equipment may be delivered a few days before being put into service. While waiting for the equipment to be put into service by an approved installer appointed by ActivUP, the customer undertakes to store the equipment in a sheltered place and, above all, without touching the original packaging, nor removing it from the delivery pallet(s). Any depalletization or modification of the packaging made by a person not authorized by ActivUP may invalidate the warranty in the event of a material defect noted during the commissioning. Repair costs may then be charged to the customer.

The signature of the quotation and/or the receipt of the equipment by the customer is equivalent to the acceptance of the present general conditions.

2.2 - Termination of the contract

Furthermore, each party may decide at any time to terminate this agreement in the event of a change in control of the other party that could be detrimental to its interests.

It is agreed that early termination by either party does not in any way waive the right of that party to bring legal action to enforce its rights.

2.3 - Billing

Unless otherwise specified in the specific terms of the contract, at the end of each billing period, if the customer does not terminate the contract with 30 days notice, the contract will be renewed for an indivisible period equivalent to the previous one. If the customer so requests 30 days prior to the expiration date, the customer may choose a quarterly, semi-annual or annual indivisible billing period. Invoices will be payable at the beginning of each period. Any subscription period started is due and will be invoiced.

2.4 - Ownership of equipment

The Equipment shall remain the sole property of ActivUP during the term of this Agreement and after termination of this Agreement. If the Customer exercises a purchase option, sole ownership of the Hardware shall pass to the Customer upon full and irrevocable payment of all amounts due.

2.5 - Return of equipment

If the equipment is installed by the customer, the equipment must be returned in its original packaging. The customer is responsible for keeping the packaging for the duration of the rental period. If the equipment is installed by ActivUP, ActivUP is responsible for the conservation of the packaging for the return of the equipment, at the end of the rental contract.

If the client wishes to return the equipment before the end of the commitment period, he can make a request to ActivUP, which will proceed, insofar as possible, to the early removal of the equipment. The early return will not give rise to a refund, even pro rata, of the sums already paid.

If the client wishes to keep the equipment at the end of the rental period, he/she may exercise a purchase option that can be negotiated before or after the signature of this contract.

In the event that the client has not exercised the purchase option at the end of the rental period, the non-return of the equipment at the end of the present contract shall give rise to the invoicing of a fixed indemnity of 3500 € excluding VAT per Walking Desk or Biking Desk to the client by ActivUP.

2.6 - Maintenance

Maintenance is the responsibility of ActivUP, meaning that all necessary technical operations due to normal wear and tear of the equipment will be performed by ActivUP.

In the event that ActivUP is unable to repair a malfunction within one week, a replacement equipment will be set up for standard exchange within two weeks. The end of the rental period will be extended at no extra cost to the Customer by a period equal to the period of unavailability of the equipment.

The Customer is responsible for repairing any defect or irregularity resulting from excessive use compared to normal use. In particular, and without this list being exhaustive, mechanical impacts and scratches on the carpet, the frame of the desk and the tray, liquid spills, fire, chemical products, power surges, weight on the desk exceeding 30kg, etc.

ActivUP guarantees any defect that may occur in the context of an exclusively normal use of the equipment. This warranty is maintained throughout the duration of the rental contract, and for a period of 2 years from the date of first installation of the equipment at the Customer's. In the event that the equipment must be repaired or replaced by standard exchange, the warranty period shall not exceed 2 years after the date of first installation of the equipment.

3 - Guarantees and responsibilities

ActivUP guarantees its equipment against any defect preventing normal use by the Customer. This guarantee is for one year from the delivery of the equipment. It is transferable to any legal or physical person who has taken over the ownership of the equipment sold to the Client by ActivUP.

ActivUP undertakes within 7 working days to identify the reasons for this defect. At the end of this diagnosis, ActivUP will replace the defective parts as soon as possible.

This guarantee does not apply in the event of vandalism, negligence, abnormal use of the equipment or incorrect assembly by the Customer or a third party. In such cases, all costs incurred by the repair shall be borne solely by the Customer. This guarantee does not apply to the discoloration of paint or plastic.

ActivUP shall not be liable for the direct or indirect, material or immaterial consequences of a stoppage or malfunction of the purchased equipment that is not due to a proven defect existing at the time of provision, and shall not be liable for any compensation.

ActivUP's liability to the Customer shall in any event be limited to the amount of the equipment or rental of the equipment in question. ActivUP shall not be liable if the non-performance or delay in the performance of any of its obligations under these terms and conditions of sale is due to force majeure. In this respect, force majeure shall mean any external, unforeseeable and irresistible event within the meaning of Article 1148 of the Civil Code.

4- Litigation

Any dispute relating to the interpretation and execution of these general conditions of sale is subject to French law. In the absence of amicable resolution, the dispute will be brought before the Commercial Court of Thonon-les-Bains (74)

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