Terms and conditions for professionals

General terms and conditions of sale between professionals

YVES CHEVAL SAS
67 to 71, Avenue Félix ZOCCOLA - 13015 MARSEILLE
TEL 04 91 25 24 69 - Port : 06 15 73 93 89
RCS Marseille B 505 162 784

Hereinafter referred to as "the operator or service provider".

ARTICLE ONE - Scope of application
In accordance with article L 441-6 of the French Commercial Code, these General Terms and Conditions of Sale form the sole basis of the commercial relationship between the parties.
The purpose of these Terms and Conditions is to define the conditions under which SAS YVES CHEVAL ("the Service Provider") provides the following services to professional customers ("the Customers or the Customer") who request them via the Service Provider's website, by direct contact or on paper:
- Rental of localised space on advertising media ("Petit train marseillais", tourist brochures, website) to display advertisements;
- Privatisation of the "Petit train marseillais", with driver;
("the Services").
They apply, without restriction or reservation, to all Services provided by the Service Provider to customers in the same category, regardless of any clauses that may appear in the customer's documents.
In accordance with current regulations, these General Terms and Conditions of Sale are systematically communicated to any Customer who requests them, to enable them to place an order with the Service Provider. They are also communicated to any Customer prior to the conclusion of a single agreement as referred to in article L 441-7 of the French Commercial Code, within the legal deadlines.
Any order for Services implies acceptance by the Customer of these General Terms and Conditions of Sale and, where applicable, of the general terms and conditions of use of the Service Provider's website for electronic orders.
The information contained in the Service Provider's catalogues, prospectuses and price lists is given for information only and may be revised at any time.
The Service Provider is entitled to make any changes it deems necessary.
In accordance with current regulations, the Service Provider reserves the right to depart from certain clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Customer, by signing a quotation and drawing up Special Terms and Conditions of Sale.

ARTICLE 2- Orders
2-1 Sales of Services are only valid once a quotation has been drawn up and the Customer's order has been expressly accepted in writing by the Service Provider, evidenced by an acknowledgement of receipt from the Service Provider or a countersignature of the quotation.
2-2 Any changes to the order requested by the Customer will only be taken into account, within the limits of the Service Provider's possibilities, if they are notified in writing, at least 12 days before the date scheduled for the provision of the Services ordered, after signature by the Customer of a specific order form and any price adjustment.
2-3 In the event of cancellation of the order by the Customer after its acceptance by the Service Provider less than 15 days before the date scheduled for the provision of the Services ordered, for any reason whatsoever, the deposit paid at the time of ordering, as defined in the "Payment Terms and Conditions - Payment Deadlines" clause of these General Terms and Conditions of Sale, shall automatically be forfeited to the Service Provider and may not give rise to any reimbursement whatsoever.

ARTICLE 3 - Prices
Services are provided at the Supplier's rates in force on the day the order is placed, in accordance with the price list or, where applicable, the quotation previously drawn up by the Supplier and accepted by the Customer, as indicated in the "Orders" article above.
Prices are net and exclusive of VAT.
An invoice is drawn up by the Service Provider and sent to the Customer for each provision of Services.

ARTICLE 4 - Terms of payment
4-1 Payment deadlines :
A deposit corresponding to 30 % of the total price of the Services ordered, including VAT, is required when the order is placed. The balance of the price is payable in cash, on the day on which the said services are provided, in accordance with the conditions set out in the article "Terms and conditions for the provision of Services" below. The Service Provider shall not be obliged to provide the Services ordered by the Customer if the Customer does not pay the price to the Service Provider in accordance with the terms and conditions set out in these General Terms and Conditions of Sale.
4-2 Late payment penalties :
In the event of late payment and payment of the sums due by the Customer after the deadline set out above, and after the payment date shown on the invoice sent to the Customer, late payment penalties calculated at the rate of 15% of the amount (including tax) of the price of the Services shown on the said invoice, with a minimum of 75 euros per month, in addition to a fixed penalty of 40 euros, will be automatically and by operation of law payable to the Service Provider, without any formality or prior formal notice. In addition, any delay in payment beyond the payment deadlines indicated will result in the immediate payment of the sums due.
The service provider may also demand payment of a financial indemnity as a penalty clause provided for in the specific conditions of the contract, where applicable.
4-3 No compensation :
Except with the express prior written agreement of the Service Provider, and provided that the reciprocal receivables and debts are certain, liquid and due, the Customer may not validly set off any penalties for delay in the provision of the Services ordered or non-compliance with the order against the sums owed by the Customer to the Service Provider for the purchase of the said Services.

ARTICLE 5 - Terms and conditions of service provision
5-1 The Service Provider is bound by a best endeavours obligation in providing the Services.
The Services requested by the Customer will be provided on the dates and for the periods agreed by the parties, once the order has been placed (quotation) and the deposit paid.
These accepted dates and periods do not constitute binding dates and periods for the rental of advertising space and the Service Provider may not be held liable to the Customer in the event of a delay in the provision of Services not exceeding 10 days, except in the case of the privatisation of the small train (termination of the contract).
In the event of a delay of more than 10 days, the Customer may request the cancellation of the service. Any advance payments already made will then be returned by the Service Provider. Termination for partial non-performance may take place at the Customer's request if the service is only performed for 50 % of its overall duration. (e.g.: out of a month's rental of a support, more than 15 days of impossibility of circulation or replacement).
However, the Service Provider may not be held liable in the event of delay or suspension of the provision of the service attributable to the Customer, or in the event of the occurrence of a case of force majeure as usually recognised by French case law, or in the event of a change in the administrative, regulatory or police authorisations required by the Service Provider to provide the services, provided that such changes are not the result of negligence on the part of the Service Provider.
5-2 The Services will be provided in Marseille :
- the service of hiring space on the Petit train marseillais, enabling advertisements to be displayed, will take place in accordance with the usual routes of the Petit train marseillais, as defined on the website www.petit-train-marseillais and on the leaflets.
- the privatisation of the Petit train marseillais will take place in accordance with the routes and locations precisely determined in the quotation accepted by the Customer, within the geographical limits of the city of Marseille and subject to the necessary administrative authorisations for the movement of the Petit train marseillais outside its usual routes.
The service provider cannot be held responsible for notifications of changes imposed by the police or administrative authorities, including on the day of the service.
5-3 In the event of a specific request from the Customer concerning the conditions of supply of the Services, duly accepted in writing by the Service Provider, the related costs will be subject to specific additional invoicing, based on a quotation accepted in advance by the Customer.
5-4 The Customer may not claim any exclusivity, the Service Provider being entitled to offer its services to any other Customer, including for competing companies and activities.

ARTICLE 6 - Liability of the Service Provider
The Service Provider may only be held liable in the event of proven fault or negligence and is limited to direct loss to the exclusion of any indirect loss of any nature whatsoever.
The Service Provider may not be held liable if the service could not be performed or was only partially performed due to force majeure or any change in the administrative, regulatory or police authorisations required by the Service Provider to provide its services.
The operator reserves the right to modify the routes, or even to cancel them for technical, administrative or police reasons, or in the event of external events, particularly bad weather and other events beyond its control, making it impossible to carry out the transport in whole or in part.
In the case of advertising space rental, the service provider will have the option of postponing the service to another date or on another route of his choice. The service will not be reimbursed if the change or the inability to travel is not the result of a fault or negligence on the part of the service provider.
If postponement is not possible within the aforementioned period, the contract will be terminated in accordance with the terms and conditions set out below.
The Service Provider cannot be held liable if the service is interrupted as a result of a fault committed by the Customer or by a person transported by the Customer as part of the privatisation of the "Petit Train".
In any event, if the Service Provider is found liable, the amount of damages that may be awarded to the Customer will be limited to the amount paid by the Customer for the provision of the Services, inclusive of tax.

ARTICLE 7 - Customer liability
The Customer may be held liable in the event of damage to the equipment made available by the Service Provider during the privatisation, even if this damage is caused by someone other than the Customer (e.g. a person being transported).
The Service Provider reserves the right to take action against the Customer if the Service Provider's liability is sought as a result of faults committed by the Customer or by persons transported by the Customer during the provision of the services.

Article 8 - Termination of the contract
8-1 In the event of a serious breach by the customer of the obligations arising from the present contract, the latter may be terminated ipso jure after the sending of a letter of formal notice, by recorded delivery with acknowledgement of receipt, which has remained without effect for a period of 72 hours.
Where termination of the contract is due to a serious breach of contract by the customer, this shall under no circumstances entail reimbursement of the sums paid by the customer.
8-2 The present contract will be terminated automatically in the event that the Service Provider is permanently unable to provide the service due to force majeure, preventing the small train from running or failing to obtain the necessary traffic permits, or if it has not been possible to postpone the service within the time specified in these General Terms and Conditions of Sale. The cancellation takes effect from the date of the event preventing the Service Provider from performing.
If the cancellation of the contract is due to a case of force majeure preventing the small train from running or to the failure to obtain the necessary traffic permits, this will under no circumstances result in the reimbursement of any sums paid by the Customer. The Service Provider undertakes to make its best efforts to find a compensatory solution.
In any event, should the Service Provider be held liable as a result of such termination, the amount of any damages due by the Service Provider shall be limited to the amount paid by the Customer for the provision of the Services, exclusive of VAT.

ARTICLE 9 - Intellectual property rights
The Service Provider retains ownership of all intellectual property rights to logos, drawings, models, prototypes, etc. produced for the purpose of providing services to the Customer.
The Customer is therefore prohibited from reproducing or exploiting the said logos, drawings, models and prototypes.

ARTICLE 10 - Applicable law - Language
These General Terms and Conditions of Sale and the services arising from them are governed by and subject to French law.
These General Terms and Conditions of Sale are written in French. Should they be translated into one or more foreign languages, only the French text will be deemed authentic in the event of a dispute.

ARTICLE 11 - Disputes
All disputes to which the purchase and sale transactions concluded in application of these general terms and conditions of sale may give rise, concerning both their validity, interpretation, performance, termination, consequences and their consequences and which could not be resolved amicably between the seller and the customer, will be submitted to the Commercial Court of Marseille.

 ARTICLE 12 - Pre-contractual information - Customer acceptance
The Customer acknowledges having been informed, prior to placing his/her order, in a legible and comprehensible manner, of these General Terms and Conditions of Sale and of all the information and details referred to in article L.441-6 III al. 1 of the French Commercial Code.