Preamble

The purpose of these general terms and conditions of sale is to define the conditions under which BLACKFOX markets its products to its professional clients. BLACKFOX is a French « société par actions simplifiée » (simplified joint stock company) with a share capital of 5,000,000 euros, having its office at 19 avenue des Pays Bas - ZA du Val de Moine, Saint-Germain-sur-Moine, 49230 SEVREMOINE, registered in the Trade and Companies Register of ANGERS under number 351 962 964.

Telephone number: + 33 (0)2 41 63 35 36
Email : contact@blackfox-nature.com

• Unique identifier (Extended Producer Responsibility) :
  REFASHION: FR252368_11KDAN
• COREPILE: FR001818_06A4HZ
• ECOLOGIC: FR001818_05WNJE
• CITEO: FR252368_0IOUGM
• ECOMAISON : FR252368_14JSPS

1. Definitions

The terms and expressions used herein with a capital letter shall have the following meaning:

• « Client » means any natural person or legal entity, acting for purposes relating to its professional activity and who buy the Products offered by BLACKFOX, in its capacity as a reseller of the Products.
• « General Terms and Conditions of Sale » means these general terms and conditions of sale applicable to the relationship between BLACKFOX and the Client.
• « Special Conditions » means the special conditions referred to in Article 6 concluded between BLACKFOX and the Client and whose purpose is to supplement or amend these General Terms and Conditions of Sale, in particular by specifying the nature and quantity of the Products supplied to the Client, their pricing and delivery terms. The Special Conditions take the form of an order form issued by the Client and accepted by BLACKFOX.
• « Contract » means both the General Terms and Conditions of Sale and the Special Conditions. The Contract is deemed to have been concluded on the date specified in Article 6.
• « Products » refers to the products offered to the Client by BLACKFOX, as described in Article 3 hereof.
• « Website » means the website hosted at the following address: www.blackfox-shop.com
• « VAT » refers to French value added tax.

2. Acceptance of the General Terms and Conditions of Sale

The General Terms and Conditions of Sale determine the contractual conditions applicable to relations between BLACKFOX and the Client.
The Client must read the General Terms and Conditions of Sale carefully before order the Products offered by BLACKFOX. These General Terms and Conditions of Sale contain important information about the Client's rights and obligations, as well as the limitations and exclusions of BLACKFOX's liability.
By ordering Products, the Client confirms its full and unreserved acceptance of the General Terms and Conditions of Sale, which is expressly recognised by the Client, who waives, in particular, the right to rely on any other document that would be unenforceable against BLACKFOX, except with the express prior written agreement of BLACKFOX. If the Client does not accept the General Terms and Conditions of Sale, it is requested not to order Products.

3. Products

BLACKFOX mainly markets gardening boots, clogs, shoes, gloves and other gardening and do-it-yourself products and small equipment, in particular under the « BLACKFOX », « INSTANT NATURE » and « KOROS » brands.
BLACKFOX also offers a range of product display stands for sale. The Products purchased by the Client are specified in the Special Conditions.

4. Provision of display stands

With the exception of the display stands referred to in Article 3 which are only available for sale, the Client may, under certain conditions, benefit from the provision by BLACKFOX, free of charge, of one or more display strand(s). These display stands are exclusively intended for the presentation of the Products offered by BLACKFOX. Information is available on request from BLACKFOX.
This provision free of charge has the legal nature of a loan for use governed by articles 1875 et seq. of the French Civil Code. Consequently, BLACKFOX remains the owner of the said display stands and the Client undertakes to ensure their safekeeping and preservation and to return them to BLACKFOX without delay upon termination of the commercial relationship between the parties.
BLACKFOX reserves the right to replace the displays made available to the Client at any time.

5. Resellers selection criteria

In order to provide a quality service to the end customer, BLACKFOX has implemented a selective distribution concept. This concept is based on the selection of distributors on the basis of their ability to market the Products, using objective criteria that are essential and appropriate for the distribution of the Products under optimum conditions for the end consumer. These criteria relate in particular to the professional qualifications of the Client and its staff, as well as its facilities.
Consequently, any Client wishing to order Products must first request to open a Client account with BLACKFOX. BLACKFOX reserves the right to refuse a Client's application if the aforementioned selection criteria are not met.

6. Special conditions

The Client shall send his order for Products to BLACKFOX by telephone, e-mail or any other written means, specifying :

• The exact number of the Products as shown in the catalogue of Products offered by BLACKFOX ;
• Their quantity ;
• Full delivery address ;
• Any specific request or other information required to process the order.

Avant de passer une commande, le Client est invité à prendre connaissance des Conditions Générales de Vente de BLACKFOX accessibles à : https://blackfox-nature.com/cgv.

All orders issued by the Client are firm and final upon receipt by BLACKFOX and imply the Client's full and unreserved acceptance of the General Terms and Conditions of Sale. The order shall be deemed to have been confirmed by BLACKFOX and the Contract shall be deemed to have been concluded in the absence of any notice to the contrary from BLACKFOX within forty-eight (48) hours of receipt of the order. BLACKFOX reserves the right to refuse any subsequent modification of an order issued by the Client.

7. Client needs

The Client remains solely responsible for identifying his needs.
The Client is invited to check, before placing an order, that they correspond to his/her needs.

8. Financial conditions

8.1 Prices

The price of the Products is specified in the Special Conditions. The price is established on the basis of the rates in force at the time the order is placed by the Client. Price lists and conditions for immediate or deferred price reductions are available on request from BLACKFOX.
The cost of packaging and carriage, the cost of insurance, if any, and any other additional costs, if any, relating to the transport and delivery of the Products are also specified in the Special Conditions.
Prices are in euros, exclusive of tax and VAT. The VAT applicable on the day the Client places the order is added to the price of the Products. Any change in the VAT rate will be reflected in the price of the Products.
In the event of delivery outside the European Union, the Client shall be liable for all charges and taxes relating in particular to any customs clearance operations that may be required for the delivery of the Products.

8.2. Terms of payment

The price of the Products is payable solely in euros, the exchange rate risk being borne exclusively by the Client.
Subject to the stipulations in the Special Conditions, payment shall be made in principle within forty-five (45) days end of month following the date of issue of the invoice, by the means of payment specified thereon.
As a matter of principle, no discount is granted to the Client for early payment in full.
The Client is expressly informed that, in the event that a discount is granted by BLACKFOX and the Client makes use of this option, only the VAT corresponding to the price actually paid by the Client is deductible (Conseil d'Etat, 8 October 1980, no. 06125, 8 ème and 9 ème s.-s réunies).
BLACKFOX reserves the right to require the Client to pay a deposit or to pay an order in full before it is dispatched, or to provide any guarantee of payment of the price.

8.3. Late payment penalties and fixed compensation for collection costs

In the event of non-payment on the due date by the Client of any sum owed to BLACKFOX, and pursuant to the twelfth paragraph of Article L441-10, II of the French Commercial Code, the rate of late payment penalties is set at 12% per annum of the total amount of the sums owed by the Client.
In addition, pursuant to Article D 441-5 of the French Commercial Code, the amount of the fixed indemnity for collection costs is set at forty (40) euros. This indemnity, which is separate from late payment penalties, is automatically payable by the defaulting Client, without prejudice to BLACKFOX's right to request additional compensation in the event that BLACKFOX proves that its collection costs exceed this amount.
In any event, in case of late payment, BLACKFOX may immediately suspend the supply of the Products, without compensation to the Client, until full payment of all sums due by the Client in principal and accessories and/or or order the payment of any other invoice issued by BLACKFOX and not settled by the Client. The foregoing shall apply without prejudice to BLACKFOX's right to claim compensation for any loss suffered.

9. Volume of products ordered

BLACKFOX undertakes to fulfil orders for Products and to deliver Products in accordance with Article 10.
The Client undertakes to ensure that the volumes ordered in respect of a calendar month do not vary upwards by more than 20% compared to the volume ordered in respect of the same month of the previous year for the same Products. The Client is hereby informed that BLACKFOX will only be able to fulfil orders if the volume of Products ordered in respect of a calendar month does not exceed by 20% the volume ordered in respect of the same month of the previous year for the same Products.

10. Retention of ownership

The Products sold to the Client remain the exclusive property of BLACKFOX until full payment of the price by the Client, in principal and in accessories. Payments made by the Client shall not be considered final until BLACKFOX has actually received the sums due. The delivery of a document creating an obligation to pay does not constitute payment under this article. Notwithstanding the foregoing, the risks of loss and damage to the Products are transferred to the Client in accordance with the terms and conditions set out in Article 11.3 . Consequently, the Client is required to take out insurance, at its own expense, on behalf of BLACKFOX, effective from the date on which the risks are transferred to the Client.
In the event of non-payment by the Client on the due date, BLACKFOX may exercise its right to repossess the Products in the Client's possession. Products belonging to BLACKFOX shall be returned at the Client's risk.
If the Products are incorporated into other goods, BLACKFOX shall be co-owner of the goods concerned for their original value.
In the event of resale of the Products by the Client, BLACKFOX shall be entitled to claim the price received by the Client for such resale.
The Client undertakes to inform its customer of the existence of the said retention of title clause and of BLACKFOX's right, if necessary, to claim the Products from them.

11. Product delivery

11.1 Delivery terms and charges

BLACKFOX shall deliver the Products to the delivery point specified in the Special Conditions, using the carrier of its choice.
Unless otherwise stipulated in the Special Terms and Conditions, delivery is free of charge for all orders with a minimum value of 450 euros excluding tax, except for Switzerland where delivery is free of charge for 500 euros excluding tax.
If the minimum amount is not reached, delivery charges will be applied. Delivery charges are available on request from BLACKFOX.
Depending on the availability of the Products, BLACKFOX may deliver the order in one or more shipments. The Client is hereby informed that BLACKFOX will not send any order or any outstanding order of less than EUR 100 is not sent by BLACKFOX (except for delivery against a label) and will therefore not be invoiced, in order to limit the carbon impact.

11.2 Delivery times

The delivery times for Products are specified in the Special Conditions. These times are estimated average times depending on the characteristics of the order concerned and the delivery point. This period runs from the date on which the following conditions are met:
(i) acceptance of the order by BLACKFOX, (ii) receipt by BLACKFOX of all elements and information required to process the order and (iii) where applicable, payment of the price or part thereof requested by BLACKFOX prior to dispatch of the order.
BLACKFOX undertakes to use its best efforts to meet the deadlines set out in the Special Conditions and will inform the Client as soon as possible of any delay that may occur in the delivery of the Products.
No order may be cancelled in whole or in part and no compensation may be paid for late delivery or partial delivery without the express prior written agreement of BLACKFOX.
In any event, BLACKFOX shall not be held liable if the delay is the result of force majeure, the fault of the Client or a third party.

11.3 Risques liés au transport – Assurances

Unless otherwise stipulated in the Special Conditions, the transport and delivery of the Products shall be carried out in accordance with the following Incoterm® 2020:

(i) Delivery within the European Union (at the Client's risk) : EXW 19 avenue des Pays Bas - ZA du Val de Moine, Saint-Germain-sur-Moine, 49230 SEVREMOINE (France), Incoterm® 2020;
Consequently, the risks of loss or damage to the Products are transferred to the Client when BLACKFOX hands over the Products to the carrier. It is therefore the Client's responsibility to subscribe any necessary insurance policy to cover the risks associated with transport.
(ii) Delivery outside the European Union: FCA Incoterm® 2020. Irrespective of the Incoterm chosen, insurance costs shall be borne exclusively by the Client.

11.4 Customs clearance

By ordering BLACKFOX Products, the Client expressly authorises BLACKFOX to carry out all formalities and pay all charges and taxes on behalf of the Client in connection with any customs clearance required for the delivery of the Products ordered by the Client.
In all cases, all costs, charges and taxes arising from these customs clearance operations are borne exclusively by the Client.

11.5 Product acceptance - Non-conformity

Upon delivery of the Products to the Client's site, it is the Client's responsibility, or that of a third party designated by the Client, to check the condition and content of the packages received in the presence of the carrier.
In the event of damage to the Products, the Client must refuse the parcel, indicating « Refused: Product damaged » on the delivery receipt or, if he/she accepts the parcel, must make any necessary reservations on the delivery receipt, indicating the damage to the Products.

(i) In the event of transport damage :
In the event of damage to or partial loss of the order :

• In the event that the risks associated with transport are borne exclusively by the Client, the latter must, in order to preserve its rights, in accordance with article L 133-3 of the French Commercial Code, notify the carrier within three (3) calendar days, following receipt of the Products, by extrajudicial document or registered letter.
  Within the same period, the Client must inform BLACKFOX by e-mail at the following address : contact@blackfox-nature.com. In any event, no claim will be accepted by BLACKFOX after eight (8) days following receipt of the Products by the Client.
• In the event that the risks associated with transport are borne exclusively by BLACKFOX or shared between BLACKFOX and the Client, and in order to enable BLACKFOX to preserve its rights against the carrier, the Client shall (i) upon receipt of the Products, inform BLACKFOX of the damage or partial loss of the order at the address contact@blackfox-nature.com and (ii) notify the carrier concerned within three (3) days by registered letter.

Any parcel accepted by the Client without reservation on the carrier's delivery receipt will be deemed to have been delivered in full and in compliance with the terms of the contract.

(ii) In the event of a lack of conformity unrelated to transport :
If the non-conformity of the Products is not due to transport damage, the Client must inform BLACKFOX within eight (8) calendar days of receipt of the Products, by e-mail to : contact@blackfox-nature.com.
At BLACKFOX's request, the Client shall attach a description of the non- conformity and, if necessary, photographic images of the allegedly non- conforming Products, for the purpose of verifying and determining the cause, nature and extent of such non-conformity.
The Client undertakes to respond favourably to any request from BLACKFOX to establish the non-conformity.
No Product may be returned by the Client without the prior agreement of BLACKFOX. At BLACKFOX's request, the Products must be returned by the Client at the latter's expense and risk within forty-eight (48) hours and, if the lack of conformity is confirmed, BLACKFOX will, at its expense, replace the non-conforming Products, to the exclusion of any reimbursement of the price or any compensation to the Client.
Any return of Products without the prior agreement of BLACKFOX shall not give rise to their replacement and BLACKFOX reserves the right to invoice the Client for any costs it incurs as a result, in particular storage costs.

12. Specific obligations of the Client

The Client undertakes to :
(i) Comply, throughout the commercial relationship, with the objective selection criteria referred to in Article 5 ;
(ii) Notify BLACKFOX as soon as possible of any change in its situation occurring during the course of the commercial relationship and likely to have any impact whatsoever on the conditions for marketing the Products and compliance with the aforementioned selection criteria.

Furthermore, the Client undertakes to use the display stands referred to in Articles 3 and 4 hereof exclusively for the purpose of presenting the Products marketed by BLACKFOX, to the exclusion of any other product, whether or not it competes with the Products.

The Client undertakes to return the display stand(s) provided free of charge by BLACKFOX, if any, to BLACKFOX without delay, in a good state of preservation, upon termination of the commercial relationship between the Parties.

Finally, without prejudice to the Client's right to create and operate an online sales site to promote and market the Products, in order to preserve the image and brand positioning of the Products, the Client undertakes not to offer the Products for sale on online marketplaces.

13. Guarantee

BLACKFOX guarantees that the Products are manufactured and marketed in accordance with European regulations and the national regulations of the countries to which they are delivered.
If the Client exports Products to a country other than the country of delivery, the Client shall be responsible for compliance with the regulations of the country to which the Product is exported.
BLACKFOX may not be held liable in the event that a Product does not comply with the national regulations of that country.
The Client undertakes to compensate BLACKFOX for any loss suffered by BLACKFOX in respect of any judicial or extrajudicial claim based on the Client's failure to comply with this Article.

14. Responsibility of BLACKFOX

BLACKFOX may only be held liable in the event of proven fault or negligence on its part and shall be limited to direct loss to the exclusion of any indirect loss of any nature whatsoever, including in particular damage to the Client's property, loss of profits, commercial disruption, claims or complaints by third parties.
BLACKFOX shall under no circumstances be held liable for any failure on the part of the Client to determine its needs or for any incomplete or erroneous information provided by the Client.
In any event, BLACKFOX's liability is limited to the total amount, excluding tax, paid by the Client for the Products in question.

15. Logistical penalties

15.1. Logistical penalties chargeable to BLACKFOX

In accordance with Article L.441-17 of the French Commercial Code, the Client may request the payment of logistical penalties to BLACKFOX (i) in the event of a contractual breach by BLACKFOX resulting in a stock shortage or (ii) if the Client demonstrates and documents in writing the existence of a loss.
Clients must send their requests for logistical penalties by e-mail to contact@blackfox-nature.com. The Client is hereby informed that it may not automatically deduct the amount of the penalty from the amount of the invoice. The Parties agree that BLACKFOX has a margin for error. Accordingly, the Client may only request logistical penalties in the event that, over a consecutive period of 3 months, it demonstrates :
(i) A cumulative delay in delivery of more than 30 days for the same category of Products,
(ii) A difference in the volume of Products delivered of more than 10%.

15.2. Logistical penalties chargeable to the Client

If the Client fails to fulfil a contractual commitment, BLACKFOX may impose penalties in accordance with Article L.441-18 of the French Commercial Code.

16. Intellectual property

The intellectual property rights attached to the Products, including in particular trademarks, drawings, plans, models and patents, as well as quotations, studies or any other documents communicated by BLACKFOX are the exclusive property of BLACKFOX or its partners. No user licence is granted to the Client under these General Terms and Conditions of Sale.

17. Processing of personal data

In accordance with Regulation (EU) 2016/679 (referred to as the « General Data Protection Regulation » or « GDPR ») and Law No. 78-17 of 6 January 1978, as amended, relating to information technology, files and civil liberties, BLACKFOX collects personal data from the Client in the performance of the Contract. These data are processed by BLACKFOX for the purposes of (i) performing the Contract and, where applicable, performing pre-contractual measures taken at the request of the Client, (ii) complying with BLACKFOX's legal and regulatory obligations and/or (iii) serving BLACKFOX's legitimate interests.
Data are not transferred outside the European Union.
Any natural person whose personal data is processed by BLACKFOX has a right of access, rectification, deletion, portability, limitation and opposition to the processing of such data.
Any request for further information or to exercise the aforementioned rights should be sent by e-mail to contact@blackfox-nature.com or by post to BLACKFOX - RGPD, 19 avenue des Pays Bas - ZA du Val de Moine, Saint-Germain-sur-Moine, 49230 SEVREMOINE.

18. Referencing the Client on the Website

The Client expressly authorises BLACKFOX to include its name and contact details on the Website as a reseller of Products marketed by BLACKFOX.

19. General provisions

19.1. Partial invalidity

The nullity of a contractual clause does not entail the nullity of the Contract, with the exception of an determining clause which led one of the Parties to enter into the Contract.

19.2. Modification of the General Terms and Conditions of Sale

BLACKFOX reserves the right to modify the General Terms and Conditions of Sale at any time. Consequently, the General Terms and Conditions of Sale applicable shall be those in force on the date of conclusion of the Contract (acceptance of the order by BLACKFOX).

19.3. Force majeure

The parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, as this concept is defined and interpreted by French law and courts.
BLACKFOX may not be held liable in the event of non-performance or improper performance of its obligations, which is due either to the act of a third party or to force majeure.

19.4. Applicable law - Jurisdiction

The General Terms and Conditions of Sale and, more generally, the Contract are governed by French law, to the exclusion of the provisions of the Vienna Convention on Contracts for the International Sale of Goods of 11 April 1980.
The parties undertake to attempt to resolve amicably any dispute relating to the validity, interpretation, performance or termination of the Contract that may arise between them.
In the absence of an amicable settlement within thirty (30) days of its occurrence, the dispute will fall within the exclusive jurisdiction of the Commercial Court of ANGERS.