GENERAL CONDITIONS OF USE OF THE " DISTROVILLE " PLATFORM
- Preliminary provisions
Mr. Pierre Lagahe, born on April 21, 1985 in Pau (64), individual entrepreneur, registered at the RCS of Lyon under the number 888 423 647, domiciled at 89, Montée de l'Observance - 690009 Lyon (France).
He carries out his activity under the trade name "Distroville".
The intra-community VAT number of Distroville is FR 13888423647
Mr. Pierre Lagahe is the owner, editor and operator of an online sales platform called "Distroville", through which individuals have the possibility to buy products proposed by artists and labels, in the world of music (products derived from music groups, labels or independent artists).
This platform is accessible via the website address: www.distroville.com.
- Définitions
In these general terms of use, words or expressions beginning with a capital letter shall have the following meaning:
Buyer: refers to the consumer User who has accepted an offer for a Product proposed by a Seller on the Platform, under the conditions defined below.
GCU: means this document and any annexes if applicable.
Distroville: designates the individual company of Mr. Pierre Lagahe.
Personal Data/Personal Information: means any information that may allow the identification of a natural or legal person in a direct or indirect manner (surname; first name; email address; IP address; browsing data; etc.), in accordance with the definition given by Article 4 of the European Union's General Data Protection Regulation (RGPD 2016/679).
Platform: refers to the online sales platform "Distroville" owned, published and operated by Mr. Pierre Lagahe, accessible via the following website address: www.distroville.com.
Party(ies): means individually Distroville or a User and collectively Distroville and a User
Privacy Policy: means Section 19 hereof.
Products: refers to products from the world of music offered for sale online by Sellers, through the Platform.
Seller: refers to any professional User (artist or label), who proposes an offer of one or more Products for sale online, through the Platform.
User: means any person acting as a consumer or professional, who accesses the Platform and/or proceeds to the sale or purchase of a Product(s), under the conditions defined below.
- Legal information
The Platform is edited by Mr. Pierre Lagahe, born on April 21, 1985 in Pau (64), individual entrepreneur, registered at the RCS of Lyon under the number 888 423 647, domiciled at 89, Montée de l'Observance - 690009 Lyon (France).
Email : hello@distroville.com.
The director of the publication is Mr Pierre Lagahe.
The Platform is hosted by the company North Gang, SAS with a share capital of 1 000 EUR, registered at the R.C.S. of Pontoise under the number 830 961 942, whose registered office is located at 27, Boulevard Sadi Carnot - 95880 Enghien-les-Bains (France).
- Purpose
The purpose of these GCU is to describe: (i) in a non-exhaustive manner, the Products offered by the Platform; (ii) the conditions of access to the Platform; (iii) the conditions of opening accounts by Buyer Users; (iv) the conditions of their connection to said Platform; (v) as well as their commitments.
These GCU also describe: (i) the terms and conditions for ordering Products by Buyers; (ii) their prices and payment; (iii) their delivery terms and conditions; (iv) the terms and conditions for exercising the Buyer's right of withdrawal, as well as the implementation of the legal guarantees of conformity and hidden defects.
They also deal with the limitation of responsibility of Distroville.
The GCU also include a clause relating to the policy of confidentiality of the Personal Data/Personal Information of its Users.
The general terms and conditions of sale of each Seller attached to the Product(s) that they offer for sale online via the Platform, are accessible via their dedicated page (also called Seller page).
- Products
Through the Platform, Buyer Users have the possibility to order Products offered by Seller Users, in accordance with the terms of sale defined hereafter.
These are always Products of the music universe (more particularly products derived from music bands, labels or independent artists).
Distroville acts only as an intermediary between the Buyers and Sellers Users. In other words, Distroville: (i) does not take possession of the Products; (ii) does not make the sales itself, these being only executed by the Sellers, under their sole responsibility.
Under these conditions, Distroville cannot guarantee that the Seller's Product will satisfy the Buyer. Likewise, Distroville cannot guarantee the Seller that the Product will not be returned by the Buyer.
- Access to the Platform
Access to the Platform is free of charge, as well as the purchase of Products through the Platform.
Only the sale of Products, through the Platform, is reserved to the Sellers Users having an account on the Platform (the conditions of opening an account being defined in Article 7 hereof).
Furthermore, Users (Sellers and Buyers) must have appropriate internet access and a wifi and/or 3G/4G connection.
Any costs that may result from accessing and using the Platform are the exclusive responsibility of the User (Seller or Buyer).
The Platform is accessible 24 hours a day, 7 days a week.
Distroville has the right to modify, without indemnity, nor notice, the servers or the hours of accessibility of the Platform, as well as to close the access to the Platform, to carry out updates, modifications or improvements.
- Opening of an account by the Seller User
The opening of an account on the Platform is done by following the indications provided for this purpose.
In particular, the Seller User must fill in the dedicated account opening form, present on the Platform (username; email; password; country; status).
He must also accept the present terms and conditions by checking the box provided for this purpose at the end of the form.
Once his account is opened, he will receive an email confirming the opening of his account (provided he has entered a valid email address).
When requesting the opening of an account on the Platform, the Seller User guarantees in particular that he/she is of legal age and that he/she has the full legal capacity to enter into a contract.
- Connection to the Seller User's account
In order to connect to his account on the Platform, the Seller User indicates, through the form dedicated to this purpose, his user name and password.
- Commitments of Users
Within the framework of their use of the Platform, Users undertake:
- not to use an identifier that would infringe the rights of third parties, public order and good morals, and to provide accurate information and keep it up to date;
- not to disclose their identifiers by any means whatsoever. The confidentiality and use of their identifiers are their sole responsibility;
- not to use any of their materials, in whole or in part, except as provided herein or in a manner that violates applicable law;
- not to use all or part of their elements, for other purposes than a normal use, being specified that will be considered in particular as not pertaining to a normal use any use and activity considered disproportionate;
- not to publish, transmit, distribute, edit or make accessible through the Platform any content that could constitute, without this list being exhaustive, defamation, insults, denigration, threats, blackmail, harassment, incitement to violence or racial hatred, homophobia and sexism and more generally to the realization of crimes and offences, propagation of false news or financial information covered by the secret, 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 of third parties, infringement of the authority of justice, infringement of privacy, protection of personal data or 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 act endangering minors, in particular by the manufacture, transmission, distribution or accessibility of messages of a violent or pornographic nature or pedophilic, likely to offend human dignity or likely to allow the manufacture of explosives;
- not to falsify 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 via the Platform;
- not to knowingly upload, post, broadcast, transmit or otherwise make available any content that contains or consists of computer viruses or any other computer code or programs designed to interrupt, destroy, hijack or limit the functionality or performance of the Platform;
- not to purchase search engine keywords or other paid advertising services (such as Google AdWords), or domain names that use the terms of the "Distroville" trademark (or variations thereof, with or without misspelling).
In case of non-respect of one of the commitments of the User, Distroville reserves the right to suspend by right, without indemnity, nor preliminary formality, the account of this User.
Users shall, without delay, report any suspected or unauthorized use of their accounts or fraudulent access to their passwords.
- Methods of ordering Products
Buyers have the possibility to order Products via the Platform, according to the following ordering methods:
- The Buyer selects a Product offered for sale by a Seller and adds it to his/her shopping cart, by clicking on the button dedicated to this purpose on the Platform;
- The customer is then redirected to an order validation page and must accept these terms and conditions, as well as the Seller's general terms and conditions of sale, in order to be able to access the payment page for his order;
- Once these steps are validated, the Buyer can proceed to the payment of his order by following the indications provided for this purpose on the Platform ;
- The Buyer receives an email confirming his order, as well as the related invoice (provided that he has entered a valid email address).
The sales contract is concluded between the Buyer and the Seller, at the time of the validation by the Buyer of the payment of his order.
- Price and payment
- Prices
The prices of the Products are fixed and are indicated on the Platform.
The prices are all-inclusive, final and non-revisable.
Prices are paid in accordance with Article 11.2 hereof.
- Payment
Distroville, in its capacity of business provider to the Seller, is mandated by the latter to invoice the Product ordered by the Buyer, but not to collect the corresponding amounts.
Thus, Distroville reserves the right to refuse or to cancel any order of a Buyer, in particular in case of insolvency of the Buyer or in the hypothesis of a default of payment of the concerned order or of a litigation relating to the payment of a previous order.
The mentions indicated by the Buyer, at the time of the seizure of the information inherent in its order engage this one. Distroville cannot be held responsible for the errors committed by the Buyer in the wording of the coordinates of the recipient of the order (address of invoicing in particular) and the delays of delivery or the impossibility of delivering the ordered Products that these errors could generate.
Regarding the collection, the funds relative to an order are placed on the " e-wallet " of the Seller within MangoPay (banking establishment chosen by Distroville) and he will be able to transfer them towards his referenced bank account, under the conditions envisaged in the general conditions of use of MangoPay.
- Delivery of the Products
Each Product is delivered in accordance with the terms and conditions of sale of the relevant Seller.
- Right of withdrawal
- How to exercise the right of withdrawal
In accordance with the provisions of Articles L. 221-18 et seq. of the French Consumer Code, the consumer Buyer has a withdrawal period of fourteen (14) days from the day following the day of receipt of the Product(s) ordered to exercise his legal right of withdrawal by indicating to the Seller his intention to return said Product(s).
If this period expires on a Saturday, Sunday or holiday, it shall be extended to the first working day.
The Product(s) must be returned to the Seller: (i) within fourteen (14) days of the date on which the Buyer sends the Seller his intention to withdraw; (ii) to the address indicated on the delivery note of the Product(s) concerned.
The information relating to the Buyer's right of withdrawal is set out in the standard information sheet on the right of withdrawal attached hereto (Appendix 1).
Requests to exercise the right of withdrawal shall be sent to the Seller: (i) by email; (ii) by post. They may also be made by telephone to the Seller's customer service department.
These requests must indicate: certain personal information of the Buyer (surname; first name; telephone number; e-mail address); the Products ordered; the date of their receipt; the date and place where the request to exercise the right of withdrawal is made.
Requests made by email or by post may be made using the form provided for this purpose in the appendix hereto (Appendix 2).
The Products on which the right of withdrawal can be exercised, must be returned complete, in their original state and perfectly packaged, within the agreed time.
- Refunds
In case of return of a Product, under the conditions provided in Article 13.1 hereof, Distroville will refund to the Buyer the cost of the said Product, as well as the cost of delivery of the initial order, in proportion to the value of the returned Product compared to the amount of the global order, except in case of fixed delivery costs and excluding possible additional costs.
Distroville will not reimburse in any case the expenses of return of the Products, in accordance with the provisions of the article L. 221-23 of the Code of consumption.
The refund will be made by the same means of payment as the one used by the Buyer for the initial order (bank card), except if otherwise expressly agreed in writing between the Parties.
The refund will be made as soon as possible and at the latest within fourteen (14) days following the effective exercise of the right of withdrawal by the Buyer.
This delay can however be extended by Distroville, until the reception of the returned Products by the Buyer at the address indicated on the delivery note of the concerned Product(s). If the fourteen (14) day period expires on a Saturday, Sunday or holiday, it shall be extended to the next business day.
If the conditions of Article 13.1 are not respected, Distroville will not be able to refund the Buyer.
- Legal guarantees of conformity and hidden defects
- Methods of exercise
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In accordance with the provisions of the Consumer Code applicable to consumer buyers, the Seller is required to deliver a good that complies with the description of the Product as displayed on the Platform. In the event of failure to do so, the Buyer may request a refund of the Product or its replacement.
During the first six (6) months following the delivery of the Product, the Buyer shall not be required to provide evidence of any problem. After this period, the Buyer will have to prove that the lack of conformity existed prior to the delivery.
The Buyer may also decide to implement the guarantee against hidden defects of the object under the conditions of articles 1641 and following of the Civil Code.
In the event that the Buyer exercises the legal guarantee of conformity or the guarantee against hidden defects, the Seller shall reimburse the Buyer in accordance with the conditions set out in Article 14.2 hereof or shall replace the Product concerned.
In any event, the Buyer may only obtain a refund or replacement of the Product if the lack of conformity or the latent defect is proven and noted by the Seller, under the conditions mentioned above. |
- Refund
The conditions of reimbursement with regard to the legal guarantees of conformity and hidden defects are set out in the general terms of sale of the Seller concerned.
- Modification of GCU
The applicable GCU are those in force at the date of opening of the account on the Platform by the Seller User and of the purchase concerned by the Buyer User.
The present GCU are available on the Platform.
However, Distroville can modify the present GCU at any time, without prior notice, provided that it informs its Users as soon as these modifications come into effect by email and/or by the publication of the said modifications on the Platform, in particular to comply with all legal, jurisprudential, editorial and/or technical evolutions.
The modified GCU will then become applicable to the relations between the Parties and in particular to the orders placed through the Platform.
Distroville will update the GCU by indicating the date of the last update in the upper right corner of the present document.
- Limitation of liability
Distroville can only be responsible for direct damages caused by its fault, the proof of which must be brought by the User.
The compensation of the damage suffered by the Seller User cannot exceed the amount due by the Buyer User for the Product concerned.
Distroville cannot be held responsible for any indirect damage suffered by its Seller Users. In particular, any financial or commercial loss, any loss of turnover, profit, data, orders or customers is considered as an indirect damage.
In accordance with the provisions of article 2254 of the Civil Code, any legal action of a Seller User against Distroville is statute-barred at the end of a period of one year starting from the date on which the concerned Seller User had knowledge or is presumed to have knowledge of the damaging fact.
- Force majeure
In the event of an event of force majeure within the meaning of article 1218 of the Civil Code, including, but not limited to, unforeseeable events such as strikes, work stoppages, social unrest, factory closures, floods, fires, production or transport failures not caused by its own actions, supply shortages, wars, riots, insurrections, epidemics, pandemics and more generally any circumstance or event preventing Distroville from properly performing its obligations, will not be liable, provided that it has immediately informed the User and has taken all necessary measures to limit the effects thereof.
- Intellectual property
All the elements contained on the Platform of which Distroville is the publisher, are protected by the laws relating to intellectual property.
Thus, Distroville is the sole owner of all rights, titles and interests, including all intellectual property rights related to the said Platform, as well as ideas, suggestions, requests for improvement, comments, recommendations and other information that Users and third parties would communicate about the Platform.
Furthermore, Distroville holds the rights of use on all the elements accessible on the Platform, in particular the texts, images, graphics, logos, icons, sounds, software, etc. Consequently, any reproduction, representation, modification, publication, total or partial adaptation of the elements of the Platform and, by any means or process whatsoever, is forbidden, except with the express prior consent of Distroville.
- Privacy Policy
- Personal Data
Personal Data collected
The Personal Data of the Users are notably collected at the time of the opening of their account on the Platform, of their placing of order and of the related payments.
The main Personal Data collected are for Seller Users: username; email; password; country; status; IP address (of the equipment and of the internet service provider); browsing data (language preference; date and time of access to the Platform; pages of the Platform visited; etc.).
The main Personal Data collected are for Buyer Users: surname; first name; address; email; IP address (of the equipment and internet service provider); navigation data (language preference; date and time of access to the Platform; pages of the Platform visited; etc.).
Purposes of the processing of the Personal Data collected
In accordance with the law 78-17 of January 6, 1978, modified by the laws of August 6, 2004 and June 20, 2018, Distroville commits itself to process the Personal Data of its Users, in particular in order to carry out the sales concluded through the Platform, to carry out statistics or analyses, commercial prospecting, as well as to send qualified information to the said Users.
Furthermore, it is reminded that the Personal Data requested from the User is notably necessary for the proper processing of any order for Products, for its payment and execution, as well as for the preparation of invoices.
However, they are not resold.
Recipients of the Personal Data
Distroville undertakes to guarantee the confidentiality of the Personal Data processed in the context of the execution of its obligations.
Furthermore, as this data may be communicated to Distroville's partners in charge of the execution, processing, management and payment of the orders, Distroville ensures that these partners present the same sufficient guarantees as to the implementation of appropriate technical and organisational measures, so that the processing meets the requirements of the applicable regulations.
Furthermore, Distroville is entitled to disclose the Personal Data of the Users, in case of obligation by law or in case of violation of the present by the Users.
- Consent
Users' consent is presumed for the use of such data for the sole purpose of opening an account on the Platform, placing an order and making related payments.
Where Users' Personal Data is used for marketing purposes, Users' prior express consent is required. Users always have the possibility to withdraw their consent by sending an email to: hello@distroville.com.
- Storage
The Platform is hosted by the company North Gang, SAS with a share capital of EUR 1,000, registered with the R.C.S. of Pontoise under the number 830 961 942, whose registered office is located at 27, Boulevard Sadi Carnot - 95880 Enghien-les-Bains (France).
The Personal Data collected are hosted by the company North Gang, SAS with a share capital of 1,000 EUR, registered with the R.C.S. of Pontoise under the number 830 961 942, whose registered office is located at 27, Boulevard Sadi Carnot - 95880 Enghien-les-Bains (France).
- Security
Distroville commits to implement all necessary means to ensure the security and confidentiality of Personal Data.
Thus, in order to protect the Personal Data of the visitors of its Platform, Distroville takes a set of precautions and follows the best practices in the matter, to ensure that the said data are not lost, diverted, consulted, disclosed, modified or destroyed in an inappropriate way.
- Cookies
What is a "cookie"? A "cookie" or tracer is an electronic file deposited on a terminal, such as a computer, a tablet or a smartphone, and in particular read when connecting to a website, reading an email, installing or using software or a mobile application, whatever the type of terminal used.
In particular, the proper functioning of the Platform implies the presence of cookies implanted in the User's computer, when he/she connects, in order to record information relating to navigation (pages consulted, date and time of consultation, etc.) and the identity of its visitors.
The first time the User connects to the Platform, a banner explaining the use of "cookies" will appear. From then on, by continuing to browse, the User will be deemed to have been informed and to have accepted the use of said "cookies".
The User has the right to oppose the use of cookies by configuring his/her browser software.
- Rights relating to Personal Data
In accordance with national and European regulations in force, the User has a permanent right of access, modification, rectification, limitation, opposition and portability of information concerning him/her.
To exercise these rights, the visitor simply needs to write to the following email address: hello@distroville.com.
If the User no longer wishes to receive Distroville's news, solicitations (by telephone, SMS, postal mail or email) and invitations, he/she can indicate this via the link reserved for this purpose, modify his/her choices by contacting Distroville under the conditions mentioned above or, if necessary, by modifying the parameters of his/her online account.
Furthermore, if a User has reason to believe that the security of his Personal Data has been compromised or that such Data has been misused, he is entitled to contact Distroville at the following email address: hello@distroville.com.
Distroville will investigate complaints regarding the use and disclosure of Personal Data and will try to find a solution in accordance with the applicable regulations.
For any additional information or complaint, the User can contact the CNIL (www.cnil.fr).
- Payment
The payment of any Product is made by credit card on the Distroville Platform, by means of a secure payment service.
Users' transaction information is kept for as long as necessary to complete the orders concerned. Once the orders are completed, the corresponding transaction information is deleted.
All direct payment gateways are PCI-DSS compliant, managed by the PCI Security Standards Council, which is a joint effort of companies such as Visa, MasterCard and American Express.
- Duration
The present GCU are applicable between Distroville and the Sellers Users, as from their opening of an account on the Platform, until its closure.
This closure can occur :
- at any time upon request of the User at the following email address: hello@distroville.com ;
- at the sole discretion of Distroville, if the User does not respect any of his obligations under the present contract, without prejudice to any possible damages that Distroville could claim.
In particular, with regard to the Seller User, Distroville may proceed to the deactivation of his account, in case of sale of forbidden Products, inaccurate information, attempt of swindle.
The present GCU are applicable between Distroville and the Buyer Users, as soon as the latter validate a purchase, under the conditions defined herein.
- Miscellaneous
- Completeness
The Parties acknowledge that the present document constitutes the entire agreement between them relating to its subject matter and supersedes all previous oral and/or written undertakings between the Parties relating to the said subject matter. Unless otherwise expressly stipulated, the terms and conditions and obligations of this document shall prevail over all others.
- Invalidity
The invalidity, unenforceability or, more generally, the lack of effect of any of the stipulations herein shall not affect the other stipulations which shall remain perfectly valid and binding.
- Non-waiver
The fact that one of the Parties does not avail itself of a breach by the other Party of any of the obligations referred to herein shall not be interpreted for the future as a waiver of the obligation in question.
- Customer service
Le service-client de Distroville est joignable :
- by email at hello@distroville.com.
- Amicable settlement of disputes
Complaints of the Buyer User must be made to the customer service of Distroville (contact details as mentioned in Article 22 hereof).
After having addressed a complaint to Distroville and in case of impossibility to find an amicable agreement, the Buyer User is duly informed that he is entitled to resort to a mediation in accordance with the provisions of article L. 612-1 of the Consumer Code.
Whichever Party wishes to have recourse to mediation, it must first inform the other Party by means of a registered letter with acknowledgement of receipt, specifying the reasons for the dispute.
The Company's mediator is Devigny Médiation (11, rue de l'étang - 49220 Thorigne d'Anjou). He can be contacted directly, by following the link below: www.devignymediation.fr.
In addition, in accordance with Article 14.1 of Regulation (EU) No. 524/2013 of the European Parliament and of the Council of 21 May 2013, the consumer Customer may also have recourse to the online dispute resolution platform accessible by following the link below: https://webgate.ec.europa.eu/odr/main/index.cfm?event=main.home.show&Ing=FR.).
- Applicable law and jurisdiction
The GCU are subject to French law.
Any dispute relating to these terms and conditions shall be brought before one of the courts having territorial jurisdiction under the Code of Civil Procedure.
The Buyer has the possibility to submit any dispute relating to the present contract either to the jurisdiction of the place where the consumer lived at the time of the conclusion of the contract, or to that of the place where the harmful event occurred.
In any event, the Buyer is duly informed that he/she is entitled to have recourse to mediation in accordance with the provisions of Article L. 111-1 of the Consumer Code.
For the Sellers, any dispute relating to the present contract shall be brought before the Commercial Court of Lyon.
- French and foreign versions
The present CGU are written in French. In the event of contradiction or contradiction of meaning, they shall prevail over any other version that may be drafted in another language at the request of the User.
- Election of domicile
Distroville élit domicile au 89, Montée de l’Observance – 690009 Lyon (France).
APPENDIX 1: STANDARD INFORMATION SHEET ON THE RIGHT OF WITHDRAWAL
You have the right to withdraw without giving any reason within fourteen (14) days.
The withdrawal period expires fourteen (14) days after the day on which you, or a third party other than the carrier and designated by you, takes physical possession of the goods.
To exercise the right of withdrawal, you must notify us of your decision to withdraw from this contract by means of an unambiguous statement (e.g. letter sent by post, fax or e-mail). You may use the model form provided for this purpose, but this is not obligatory.
Requests to exercise the right of withdrawal shall be addressed to the Seller's customer service department: (i) by email; (ii) by post. They may also be made by telephone. Requests made by email or by post may be made using the form provided for this purpose in the appendix hereto (Appendix 2).
In order for the withdrawal period to be respected, it is sufficient for you to send your communication concerning the exercise of the right of withdrawal before the expiry of the withdrawal period.
In the event of your withdrawal, we shall refund all payments received from you, with the exception of the delivery costs, and in any event no later than fourteen days from the day on which we are informed of your decision to withdraw. We will make the refund using the same method of payment that you used for the original transaction, unless you expressly agree to a different method; in any event, this refund will not incur any costs for you.
We may defer the refund until we have received the goods or you have provided proof of dispatch of the goods, whichever is the earlier.
You must return the goods to us without undue delay and in any event no later than fourteen days after you have informed us of your decision to withdraw. This period shall be deemed to have been observed if you return the goods before the expiry of the fourteen (14) day period.
You will have to bear the direct costs of returning the goods.
You are only liable for the depreciation of the goods resulting from handling other than that necessary to establish the nature, characteristics and proper functioning of the goods.
APPENDIX 2: WITHDRAWAL FORM
If the Buyer wishes to exercise his right of withdrawal, in accordance with the conditions set out herein, he may use the form below.
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For the attention of the Seller
I hereby notify you of my withdrawal from the contract for the sale of the following Product(s):
- Name(s) and reference(s) of the product(s) :
- Ordered on :
- Received on :
- Place of delivery :
- Order number :
Name and first name of the Buyer who placed the order :
Address of the Buyer at the origin of the order :
Telephone number of the Buyer at the origin of the order :
Email of the Buyer at the origin of the order :
Name, first name and address of the recipient of the order if different from the Buyer at the origin of the order:
Signature of the Buyer in case of notification of this form on paper :
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GENERAL CONDITIONS OF COMMERCIAL PARTNERSHIP |
THE FOLLOWING PRELIMINARY INFORMATION IS RECALLED:
Mr Pierre Lagahe, born on 21 April 1985 in Pau (64), is a sole trader, registered in the Lyon Trade and Companies Register under number 888 423 647, residing at 89, Montée de l'Observance - 690009 Lyon (France).
He carries out his activity the trade name "Distroville".
The intra-Community VAT number of Distroville is FR 13888423647
Mr. Pierre Lagahe is the owner, editor and operator of an online sales platform called "Distroville", through which private individuals can purchase products offered by professional sellers in the world of music (by-products of music groups, labels or independent artists).
Cette plateforme est accessible via l’adresse : www.distroville.com.
Within this framework, Mr Pierre Lagahe refers professional sellers, so that the latter can market products in the aforementioned universe via the said platform.
The contractual relations between Mr Pierre Lagahe and the aforementioned professional sellers are governed by these terms and conditions, as well as by the general conditions of use of the platform.
ARTICLE 1 : DEFINITIONS
In these Merchant Partnership Terms and Conditions, words or expressions beginning with a capital letter shall have the following meaning:
Buyer: refers to any natural person, acting as a consumer, who has accepted an offer of a Product proposed by a Seller on the Platform, under the conditions defined in the Platform's GCU.
Shop: designate the space on the Platform where Products are sold, managed and administered by the Seller.
GCP : means this document and any appendix if applicable.
GCU : means the general conditions of use of the Platform, accessible online and accepted by both Buyers and Sellers.
Distroville : means the sole proprietorship of Mr Pierre Lagahe.
Platform : designates the online sales platform "Distroville" owned, published and operated by Mr. Pierre Lagahe, accessible via the address: www.distroville.com.
Party(ies): means individually Distroville or a Seller and collectively Distroville and a Seller.
Prohibited products: refers to products that are contrary to good morals or not authorized for sale by legislative or regulatory provisions. Thus, the following products are prohibited from being sold online on the Platform (this list is not exhaustive) products infringing intellectual or industrial property rights or the personality rights of a third party; products marketed within the framework of an exclusive or selective distribution network and for which the Seller has not obtained approval; products of a pornographic nature and, more generally, products that offend against public decency; products inciting racial hatred or constituting objects of discrimination based on race, sex, religion, nationality, physical abilities, sexual orientation or age; weapons and ammunition; live animals; medicines and drugs; toxic or dangerous liquids; stolen products.
Seller: shall mean any professional vendor who offers a Product(s) for sale online via the Platform, under the conditions described herein.
ARTICLE 2 : PURPOSE
The purpose of these GCP is to describe their scope of application.
They also deal with: (i) the conditions of listing of the Sellers on the Platform and their Products; (ii) the process of sale of the said Products; (iii) their delivery terms.
They also deal with the respective responsibilities of Distroville and the Sellers.
ARTICLE 3 – SCOPE OF APPLICATION
These GCP shall apply automatically to the contractual relations between the Parties.
Any referencing of a Seller on the Platform, in order to market Products through its Shop, implies the prior express and unreserved adherence of the Seller concerned to these GCP, which prevail over all other conditions, unless otherwise agreed in writing between the Parties.
ARTICLE 4 – RELATIONSHIP BETWEEN THE PARTIES
4.1. Mutual independence
Each Party is an independent contractor and neither Party shall exercise control over the conduct of the other Party's business under this Agreement.
Nothing herein shall be deemed to create an employer-employee relationship between the Parties, and each Party shall be responsible in all respects only for the employment, control and conduct of all persons employed by it.
Neither Party nor any of its employees is authorized to employ, nor shall it claim to be authorized to employ, the other Party in any capacity.
4.2. Exclusion from qualification
The Parties declare that this is not a mandate of common interest.
4.3. Lack of exclusivity
The Parties do not reserve any exclusivity.
ARTICLE 5 – LISTING OF THE SELLER ON THE PLATFORM
5.1. Creating an account
In order to offer Products for sale online through its Shop, any Seller must first be listed on the Platform.
To do so, he must have an account on the said Platform.
The opening of an account on the Platform is done by following the indications provided for this purpose.
In particular, the Seller User must fill in the dedicated account opening form on the Platform (username; email; password; country; status).
They must also accept the GCU and these terms and conditions by ticking the boxes provided for this purpose at the end of the form.
Once the account has been opened, the user will receive an email confirming the opening of his account (provided that he has entered a valid email address).
When requesting to open an account on the Platform, the Seller User guarantees that he/she is of legal age and has full legal capacity to enter into a contract.
5.2. Managing her/his shop
Distroville allows the Seller to access its online Boutique, in order to follow the status of its Products orders, to manage its catalogue and to consult the balance of the sums that it may transfer from its MangoPay e-wallet to its referenced bank account, under the conditions provided for in Article 11 hereof.
This Store shall be updated and checked daily by the Seller, so that Buyers may have access to information relating to their orders.
5.3. Obligations regarding working conditions
Distroville is extremely vigilant in the choice of its partners and ensures, before any referencing on the Platform, that the Sellers respect the social regulations.
In this respect, the Seller declares to be in compliance with the social legislation and more particularly with the provisions concerning concealed work and canvassing. He guarantees Distroville against any recourse in this respect.
In accordance with articles R. 324-4 and following of the Labour Code, the Seller undertakes to provide Distroville every six (6) months with the following documents (i) a certificate of provision of social declaration transmitted by the URSSAF and dating less than six (6) months; (ii) a tax certificate issued by the tax center on which the Seller depends, certifying that he has subscribed to the tax declarations incumbent upon him and dating less than six (6) months; (iii) an extract KBIS dating less than six (6) months.
Distroville requests from the Seller the commitment to respect all social regulations in force, as well as all rules relating to Human Rights.
5.4. Taxes and duties
Distroville is extremely vigilant in the choice of its partners and makes sure, before any referencing on the Platform, that the Sellers respect the fiscal regulations.
In this respect, Distroville reminds the Seller that he remains fully responsible for: the collection and payment of all taxes and duties; the payment of customs duties and eventual import duties; the payment of all taxes, fees or remunerations related to the Products sold.
ARTICLE 6 – PRODUCTS
6.1. Referencing
The referencing of a Product is done by the Seller, through its Shop, by following the indications provided for this purpose on the Platform.
Any Product listed is automatically added to the Seller's Shop. However, in case of non-conformity of the Product, in particular with the applicable laws and regulations, Distroville reserves the right to remove its referencing.
Furthermore, the Seller commits himself not to put on sale any forbidden Products. In case of non-compliance with this obligation, the Seller may be excluded from the Platform, under the conditions defined in Article 14.2 hereof.
6.2. Determining the selling price of the Products
The Seller is free to determine the selling prices of the Products on the Platform, but undertakes that these prices:
- after deduction of the commission paid to Distroville, are not lower or equal to the resale at loss threshold (except for legally authorized exceptions);
- are not higher than the prices displayed on his own website.
In case of non-compliance with this obligation, Distroville will take the concerned Products offline, so that the Seller can rectify the situation within twenty-four (24) hours. Otherwise, all Products of the Seller may be removed from the Platform.
6.2. Availability of Products
Distroville asks the Seller to give preference to Products held in stock.
The Seller shall ensure that the Products are shipped and delivered within the announced timeframe, as long as his offer remains available. In case of stock shortage, the Seller shall make sure that the offer does not appear on the Platform anymore.
ARTICLE 7 – SALES PROCESS
7.1. Intermediary role of Distroville
Distroville provides the Seller with a service to put in contact potential buyers of its Products. Distroville acts only as an intermediary and is not a party to the contract of sale concluded between the Seller and the Buyer, for the purchase of a Product.
Thus, it is not responsible for the pre-contractual information provided by the Seller, nor for the performance of the said sales contract.
In other words, the Seller acknowledges that it is solely responsible for the said execution and ancillary operations (including transport).
In this context, the Seller is obliged not to create any ambiguity about his identity and/or his independence from Distroville, in particular in the context of his communications to the Buyers, suppliers, partners or authorities.
7.2. Compliance with applicable regulations by the Seller
The Seller undertakes to comply with all the regulations applicable to online sales, particularly those relating to consumer law (e.g. right of withdrawal).
The Seller also undertakes to comply with the regulations applicable to legal guarantees (of conformity and hidden defects).
If the Seller sells Products in France, he undertakes to provide a toll-free telephone number to Buyers wishing to obtain the proper execution of the sales contract or to make a complaint.
Furthermore, the Seller undertakes to provide the Buyer on the Platform with the information necessary for the latter's informed consent (information relating to his identification; essential characteristics of the Products; general terms of sale; price inclusive of tax; where applicable, delivery, transport, postage and any other possible costs; etc.).
In the event of non-compliance with the above obligations, the Seller may be excluded from the Platform, under the conditions defined in Article 14.2 hereof.
7.3. How to order the Products
Buyers may order Products via the Platform, according to the following ordering procedures:
- the Buyer selects a Product offered for sale by a Seller and adds it to his/her basket, by clicking on the button dedicated to this purpose on the Platform;
- the Buyer is then redirected to an order validation page and must accept these terms and conditions, as well as the Seller's general terms and conditions of sale, in order to access the payment page for his/her order;
- once these steps have been validated, the Buyer may proceed with the payment of his/her order by following the indications provided for this purpose on the Platform;
- the Buyer will receive an email confirming his/her order, as well as the related invoice (provided that he/she has entered a valid email address).
The sales contract is concluded between the Buyer and the Seller, at the moment the Buyer validates the payment of his order.
7.4. Prices and payment
The prices of the Products are fixed and are indicated on the Platform.
They are fixed prices, inclusive of tax, final and non-revisable.
The payment of any Product is made by credit card on the Platform of Distroville, by means of a secure payment service (MangoPay).
7.5. Terms of delivery
Each Product is delivered in accordance with the general terms and conditions of sale of the Seller concerned.
In general, the Seller commits himself: (i) to respect the delivery times that he announces on the Platform; (ii) insofar as possible, to subscribe to a contract with a carrier, allowing him to follow the delivery of the Products and to communicate all related information to Distroville.
7.6. Return conditions
The Seller must mention in its general terms and conditions of sale published via the Platform, the terms and conditions for returning its Products and the terms and conditions for their reimbursement. In this respect, the Seller must ensure that a return address is indicated in its delivery documents and in its general terms of sale.
Furthermore, the Seller undertakes to comply with the applicable regulations in this respect:
- in the event of a Buyer's withdrawal, the Seller is obliged to reimburse the price of the Product, as well as the outward carriage costs, the return carriage costs remaining the responsibility of the Buyer concerned;
- in case of return for non-conformity, the Buyer shall not bear any costs. The outward and return postage costs shall be borne by the Seller.
7.7. Sales
If the Seller wishes to offer Products on sale, it undertakes to comply with the regulations in force. In particular, the Products they wish to offer as part of these sales operations must have been offered for sale on the Platform for at least one month prior to the date they are put online as "Sale Products".
In general, the Seller undertakes to guarantee that the promotional operations and sales comply fully with the law, and in particular that they are fair, especially as regards the announcement of prices and price reductions.
ARTICLE 8 – ORDER PROCESSING
Orders can be processed manually or automatically by the Seller.
8.1. Manual order processing
When ordering Products from the Seller's Shop, the Seller receives a confirmation email in this regard.
The Seller shall then log in to his personal space, in order to retrieve all of the Buyer's delivery and billing information, as well as the details of his order.
The Seller prepares the order and dispatches it.
When the Products ordered by the Buyer are dispatched, the Seller connects once again to its personal area within the Platform, in order to indicate the tracking number of the package prepared for the said order and to load the corresponding invoice.
8.2. Automatic order processing
The processing of orders is done automatically, when the Seller has set up an API between the Platform and its own back-office.
When ordering Products from its Shop, the Seller receives the relevant information directly from its own back-office.
The Seller then processes the order directly through the said "back-office" and the information entered there (in particular the shipment of the Products, the tracking number of the package and the corresponding invoice) is automatically transmitted to the Platform and to the Buyer concerned.
ARTICLE 9 – BILLING
Distroville has no mandate of any kind to invoice the Products ordered by the Buyers.
The invoices are issued directly by the Sellers and communicated to the Buyers, under the conditions defined in Article 8 hereof.
The Sellers reserve the right to refuse or cancel any order from a Buyer, in particular in the event of the Buyer's insolvency or in the event of non-payment of the order in question or of a dispute relating to the payment of a previous order.
The information provided by the Buyer when entering the information related to his/her order is binding. The Sellers shall not be held responsible for any errors made by the Buyer in the details of the recipient of the order (particularly the billing address) and for any delays in delivery or the impossibility of delivering the Products ordered that these errors may cause.
ARTICLE 10 – CASH IN
The funds related to an order are placed on the Seller's e-wallet within MangoPay (banking institution chosen by Distroville) and he may transfer them to his referenced bank account, under the conditions provided for in the general conditions of use of MangoPay (which are accessible via the footer of the Platform).
ARTICLE 11 – FINANCIAL CONDITIONS
In return for the connection with Buyers and the services to which it has access, the Seller undertakes to pay Distroville a percentage of 8% of the turnover (excluding VAT) that it achieves from the sale of Products via the Platform, including delivery costs.
These commissions are directly deducted by MangoPay, at the time of each payment of an order by a Buyer, under the conditions provided for in the general terms of use of MangoPay (which are accessible via the footer of the Platform).
Before the 5th of each month, Distroville sends an invoice to the Seller for the commissions collected the previous month.
ARTICLE 12 – LIABILITY
12.1. Seller's liability
The Seller acknowledges that he is solely responsible for the Products he offers and the Products he sells. Consequently, Distroville cannot be held responsible in case of prejudice suffered by itself, the buyer or any third party, due to the content of its offers of Products, the posted prices and the execution or non-execution of the sales of Products. The Seller indemnifies and guarantees him.
The Seller guarantees Distroville, as well as its managers and employees against any legal or administrative action of which it would be the object, as well as against any prejudice, including a prejudice of loss of income, damage to the image or a moral prejudice, which it would undergo and which would result in whole or in part from the violation of the legal or contractual obligations of the Seller and its declarations and guarantees, in particular under the terms of the present.
In the event of a litigation procedure initiated by a Buyer against Distroville and relating to an order placed via the Platform, the Seller is obliged to intervene spontaneously in the case.
Furthermore, Distroville reserves the right to claim damages if Distroville has to pay compensation to the Buyer due to unsatisfactory performance of the sales contract between the Seller and the Buyer.
12.2. Responsibility of Distroville
Distroville shall only be liable for direct damage caused by it to the other Party through its own fault, the proof of which must be provided by the other Party.
Distroville shall not be liable for any indirect damage suffered by the other Party. In particular, the Parties agree that any financial or commercial loss, any loss of turnover, profit, data or clientele is considered as indirect damage.
In any event, the maximum amount of compensation shall not exceed the annual amount of commission paid to Distroville by the Buyer concerned.
12.3. Prescription
In accordance with the provisions of Article 2254 of the Civil Code, any legal action by one of the Parties against the other Party shall be time-barred after the expiry of a period of one year from the date on which the plaintiff concerned became aware or is presumed to have become aware of the harmful event.
ARTICLE 13 – INSURANCE
The Seller certifies that he has taken out an insurance policy with an insurance company known to be solvent and established in France for all pecuniary consequences in respect of his civil, professional, tort and/or contractual liability, and that of his managers and employees, for all damages (in particular financial, physical, material and immaterial) which could be caused to the Buyers, Distroville and/or third parties.
The Buyer undertakes to provide Distroville, upon first request, with a certificate from his insurance company or broker indicating the risks covered, the thresholds and the ceilings of the guarantee.
ARTICLE 14 – DURATION
14.1. Duration and termination
The merchant partnership contract is concluded for an indefinite period of time, starting from the acceptance of this contract, under the conditions defined in Article 5.1 hereof.
Either of the Parties may terminate the said contract by registered letter with acknowledgement of receipt, subject to a notice period of one month.
14.2. Suspension
f the Seller does not respect one of the legal or contractual obligations, Distroville is entitled to suspend temporarily or definitively the diffusion of its offers of Products. This suspension will be carried out without notice and without compensation.
ARTICLE 15 – TERMINATION
15.1. Force majeure
In case of an event of force majeure as defined in article 1218 of the Civil Code, including but not limited to unforeseeable events such as strikes, work stoppages, social unrest, factory closures, floods, fires, production or transport defects not caused by the Seller's own fault, supply shortages, wars, riots, insurrections, and more generally any circumstance or event preventing Distroville and/or the Seller from properly performing its/their obligations, Distroville/Seller shall not be liable for any failure to perform its obligations, provided that it has immediately informed the other Party and has taken all necessary measures to limit the effects thereof.
In the event that the effects of an event of force majeure continue beyond ninety (90) days, the Parties may terminate this contract by registered letter with acknowledgement of receipt.
15.2. Non-performance
In case of non-performance of any of its essential obligations by the Seller, the present contract may be terminated by Distroville, by means of a registered letter with acknowledgement of receipt, eight (8) days after unsuccessful formal notice, and without prejudice to any action for damages.
ARTICLE 16 – INTUITU PERSONAE – NON-TRANSFERABILITY OF THE CONTRACT
It is expressly agreed between the Parties that the commercial partnership contract is concluded "intuitu personae".
Consequently, the Parties may not assign, transfer or contribute, whether in return for payment or free of charge, the rights and obligations conferred on them by the Merchant Partnership Agreement, unless the other Party gives its prior written consent. Failure to comply with these provisions shall entitle the other Party to terminate the Merchant Partnership Agreement.
ARTICLE 17 – PRIVACY
17.1.
Confidential information (hereinafter referred to as the "Confidential Information") includes in particular any information, knowledge or data of an intellectual, technical, scientific, financial, economic or commercial nature communicated between the Parties in the context of the performance of the present contract, in any form whatsoever.
It is understood that the Confidential Information also includes any information that may have been exchanged between the Parties prior to the acceptance of this Agreement.
17.2.
The Parties undertake to each other, both during the performance of this Agreement and for a period of five (5) years thereafter, to respect the confidentiality of the Confidential Information that they have exchanged and shall refrain from communicating it to persons other than those who, by virtue of the law, are entitled to know about it, the Party concerned being nevertheless required, in the latter case, to have been informed beforehand and sufficiently in advance.
The Parties undertake to each other to use such Confidential Information only in the context of the performance of this Agreement.
The Parties undertake to each other to ensure that this obligation is respected by all parties involved, whether permanent or occasional, as well as by the persons with whom they share their offices, who may become aware of it during the performance of the present agreement.
At any time and at the latest at the end of the present contract, all Confidential Information exchanged between the Parties on any medium and their authorized copies will be returned to each of the Parties.
17.3.
The above obligations of confidentiality and limitations on use shall not apply to information which either Party can prove :
- that it was known to it prior to its disclosure by the other Party ;
- that it was or has become publicly known without breach of this Agreement; and
- that it was communicated and/or has been
ARTICLE 18 – INTELLECTUAL PROPERTY
18.1. Confidential information
The Parties acknowledge that all Confidential Information exchanged between them for the purpose of executing this Agreement is covered by intellectual property rights.
Under no circumstances shall the present agreement entail any transfer of rights or authorization to use or distribute all or part of the Confidential Information of one of the Parties for the benefit of the other Party.
18.2. Platform
The copyrights and other intellectual property rights of any kind related to the Platform are and remain the property of Distroville. In this context, the Seller undertakes not to use or reproduce the Platform, for any reason whatsoever, other than those provided for herein.
ARTICLE 19 – MISCELLANEOUS
19.1. Indivisibility and completeness
By express agreement between the Parties, all the documents annexed to the present, and signed by the Parties, are considered to form an indivisible and inseparable whole.
The Parties acknowledge that these presents constitute the entirety of the agreements made between them relating to their subject matter and replace all previous verbal and/or written commitments made between the Parties relating to the subject matter of these presents. These terms and conditions thus prevail over any other document.
Unless otherwise expressly stipulated, the terms, conditions and obligations of this document shall prevail over any other.
19.2. Changes
These terms and conditions may only be modified by mutual agreement between the Parties by means of amendments.
19.3. Nullity
The nullity, unenforceability or, more generally, the lack of effect of any of the stipulations herein shall not affect the other stipulations which shall remain perfectly valid and binding.
In addition, the Parties agree to replace, as far as possible, any ineffective provision with a valid provision having the same effect and reflecting their initial intention.
If this is not possible, the ineffective provision shall be deemed never to have existed.
19.4. Non-waiver
The fact that one of the Parties does not avail itself of a breach by the other Party of any of the obligations referred to herein shall not be interpreted for the future as a waiver of the obligation in question.
ARTICLE 20 – APPLICABLE LAW AND JURISDICTION CLAUSE
The contract is subject to French law.
The Commercial Court of Lyon shall have sole jurisdiction over any disputes relating to the contract.
ARTICLE 21 – FRENCH AND FOREIGN VERSIONS
These terms and conditions are written in French. In the event of contradiction or misunderstanding, they shall prevail over any other version that may be drafted in another language at the request of one of the Parties.
ARTICLE 22 – ELECTION OF DOMICILE
For the purposes of this Agreement, the Parties elect domicile at the address indicated at the top of this Agreement. Any modification must be notified by the Party concerned to the other Party by email.
