GENERAL TERMS AND CONDITIONS OF THE MARKETPLACE
The marketplace is a service offered by SO INVEST SAS, a simplified joint stock company with a capital of 10,000.00 euros, whose head office is in Roubaix (59100) – 87 rue du Fontenoy, registered with the RCS Lille- Metropole under the number 831 548,706.
SO INVEST SAS has set up on its Site: https://app.stocklear.com, a marketplace whose purpose is to connect professional buyers with professional vendors offering their overstocks consisting of:
The purpose of these general conditions is to define:
They can be searchable on the Site.
SO INVEST SAS reserves the right to modify these general conditions at any time by publishing a new version on the Site. The General Conditions are those in force on the date of the sale.
The following terms and expressions mean, when preceded by a capital letter, for the purposes of the interpretation and execution of these terms:
Buyer: professional buyers, or anyone with a Siren number (Company, self-employed professionals, associations, works council, institutions, and public authorities) or equivalent for abroad and who acts within the framework of their professional activity.
Delivery slip: slip signed by the Vendor and the Buyer on the day of Product collection.
GCU Buyer: the general conditions of use which govern the relations between SO INVEST SAS and the Buyers.
GCU Vendor: the general conditions of use which govern the relations between SO INVEST SAS and the Vendors.
GTC General conditions of Trade.
Mangopay account: account opened by the Final Bidder on which he will deposit the Sale Price which will remain unavailable until the Collection and acceptance of the Delivery Slip.
User Account: account which permits access to the Service.
Collection: the fact that the Buyer collects the goods sold from the Vendor at the place indicated by the Vendor on the Site in the “What Am I buying” tab.
Party: The Buyer and the Vendor each taken individually or collectively.
Starting Price: the amount of the starting bid.
Public Price: public sale price including tax as suggested by the Vendor.
Reserve Price: the minimum price below which the sale will not take place.
Sale Price: final price validated by SO INVEST SAS.
Products: the products offered for sale on the Site.
Report: the report drawn up by SO INVEST SAS in the event of a dispute on the quality of the Product by the Final Bidder.
Service: the marketplace service offered by SO INVEST SAS whose purpose is to put Buyers in contact with Vendors for the sale of their Products.
Site: the marketplace Site: https://app.stocklear.com
Validation of the Sale Price: has the meaning given to it in article D-3 of the GTC.
Vendor: any professional Vendor
Sale: the Sale made between the Buyer and the Vendor via the marketplace.
Any reference to the singular includes the plural and vice versa.
Any reference to one gender includes the other gender
I. GENERAL CONDITIONS OF USE BY THE BUYER
The general conditions of use are intended to govern the relations between SO INVEST SAS and Buyers in the context of access and use of the Service.
A. ACCESS TO SERVICE
Access to the Service and its use by the Buyer is subject to:
– The creation of a User Account
– The acceptance, without restriction or reservation of the Buyer GCU and the GTC
The creation of the User Account involves completing the user account creation form.
The validation of the User Account requires the prior acceptance of the Terms and Conditions.
The creation of this account allows the Buyer to consult the sales offers and their description.
Only Professional Buyers can use the Service.
B. USE OF THE SERVICE
Use of the Service is free and without obligation to purchase.
SO INVEST SAS ‘liability towards the Buyer can only be engaged for facts which would be directly attributable to it in its capacity as an intermediary and which would cause damage causally linked to these facts.
SO INVEST SAS cannot be held liable:
SO INVEST SAS acts as an intermediary between the Buyers and the Vendors, in no case can it be considered as the Vendor, its liability cannot therefore be engaged under the sales contract concluded between the Buyer and the Vendor through its intermediary.
D. DELETION OF DATA
If the Buyer finds that informations are stored electronically on the goods sold, he undertakes to erase all data and information of any kind, after the sale, of all goods, in particular and without limitation, on computers, cameras, mobile devices.
The deletion must be carried out by a secure means, guaranteeing the Vendor that no information can be recovered by any means whatsoever.
It must be a secure erasure of the data carried out according to a standard acceptable to the Vendor and which guarantees that none of the stored information can be recovered by any means whatsoever.
The data erasure standard for hard drives will be DOD 5220.22-M.
The Vendor does not specify a data cleaning standard for other products.
The Buyer should use the best data cleaning standards in the industry.
The Buyer undertakes not to disclose the information of which he may have known to anyone and not to allow anyone to access it.
The Buyer shall be solely responsible in the event of disclosure of the information.
If the Buyer becomes aware of any illegal, fraudulent, or even criminal behaviour, he must immediately inform the Vendor.
E. NULLITY OF A CLAUSE OF THE GENERAL CONDITIONS OF USE OF BUYER
If any of the provisions of these Buyer GCU were cancelled, this cancellation would not result in the nullity of the other provisions of the T & Cs which remain in force between the Parties.
F. APPLICABLE LAW – ATTRIBUTION OF JURISDICTION
These Buyer GCU are subject to French law.
In the event of disputes relating to training, interpretation, application of the Buyer GCU, the case will be referred before the courts of the jurisdiction of the Douai Court of Appeal notwithstanding plurality of defendants or warranty claim.
II. GENERAL CONDITIONS OF TRADE
These general conditions of trade apply to all sales of products made through the Service. Their purpose is to govern the rights and obligations of the Buyer and the Vendor.
They supplement the Buyer GCU and the Vendor GCU.
SO INVEST SAS reserves the right to modify these GTC at any time by publishing a new version on the Site. The CTC are those in force on the date of the sale.
A. ACCEPTANCE OF THE TERMS AND CONDITIONS.
The GTC must be accepted by the Vendor and the Buyer when opening their User Account on the Site.
Acceptance of the GTC is effected during the validation of the User Account.
By accepting the GTC, the Vendor gives SO INVEST SAS a mandate to, in his name and on his behalf:
By accepting the T & Cs, the Buyer gives SO INVEST SAS a mandate to, in his name and on his behalf: order Mangopay to release the Sale Price, minus the commission due for the benefit of the Vendor
B. CONDITIONS RELATING TO BUYERS
1. The principle
All Buyers can purchase the Products offered for sale by the Service.
The Buyer, the Buyer’s representative, the Buyer’s agent must have the powers and the legal capacity to contract.
2. Closed batches
There are closed batches which are batches whose sale is subject to distribution constraints, namely in particular: territoriality, brand image….
To access the auctions for these closed batches, potential Buyers must have been previously accepted by the Vendor.
To access the Sale of closed batches, the Buyer must:
In the absence of a response within 24 hours, the Buyer will be deemed to have accepted.
In case of acceptance, the Buyer can then bid according to the terms defined in article D-3.
C. THE PRODUCTS
The batches are described on the Site.
The description includes in particular:
If they can be determined on the day the offer is put online:
D. THE SALE
Products are sold at auction.
It is reminded that SO INVEST SAS acts only as an intermediary between the Vendor and the Buyer.
1. The price
The Starting Price is indicated on the Site.
The Starting Price and the Reserve Price are freely set by the Vendor and each corresponds to a percentage of the Public Price.
The price of the Products is indicated in Euros including fees and before tax.
The Starting Price and the Reserve Price are not negotiable and cannot be modified in any way
The VAT applied to the price excluding taxes of the Products sold will depend on the identity of the Buyer and / or the Vendor and the nature of the Products sold.
The Vendor will indicate to SO INVEST SAS the amount of VAT applicable on the price excluding taxes of the Products sold.
The Vendor will bear all the consequences resulting from an inaccurate VAT whatever the reasons.
The Vendor and the Buyer must each specify on the Site, by positioning themselves on the tab provided for this purpose, whether they are subject to VAT.
The Vendor will also specify the VAT rate applicable to the Sale.
3. Procedure to bid
3.1 The duration
The duration of the auctions is set at 7 days from the posting of the starting price and the reserve price on the Site.
This period may be reduced or increased at the request of the Vendor and after acceptance of SO INVEST SAS.
From this date it is possible for any Buyer to bid, except for closed batches.
3.2 Particularity of closed batches
For closed batches, the Buyer can bid upon acceptance by the Vendor.
The Vendor is informed through its Vendor Interface, when a batch that it has put online is the subject of an auction.
3.3 The procedure to follow
To bid the Buyer must follow the following procedure:
When confirming, the bidder:
Regarding the amount of the bid, when the batch has not yet received any bid the amount is free.
From the second auction, the minimum amount of the auction is € 50 excluding taxes.
The auction irrevocably commits the Buyer to acquire the batch at the price at the price at which it has outbid.
When a bidder bids on a bidder’s bid, the bid is notified by email and in his dashboard.
The latter is then invited to place an overbid to have an offer higher than the current price.
It is possible for one bidder to make several auctions.
If a price offer is issued less than 5 minutes before the auction closes, the duration of 7 days is extended by 5 minutes, within a limit of 10 extensions, or without the period of time for bidding not exceeding 7 days and 50 minutes.
The last price offer concluding the auction procedure, including in the event of an overbid, is defined as the final offer (the “Final Offer“).
Once the auction has ended, the Sale Price, referred to in the Final Offer is validated by SO INVEST SAS (the “Validation of the Sale Price“).
The validation of the Final Offer validates the Sale.
The validation of the Final Offer is subject to the provision of the Final Bidder of the Sale Price to the Mangopay Account that he has previously opened.
It is recalled that under these Final Bidder gives a mandate to SO INVEST SAS to release the funds transferred to the Mangopay Account.
At the same time SO INVEST SAS issues the Delivery Slip, under the mandate given to it by the Vendor, which is sent electronically to the Vendor and the Buyer.
The Delivery Slip can be viewed on the Site.
E. Payment of the Sale Price
The Buyer or the final bidder (The “Final Bidder”) has 48 hours to pay the Sale Price after validation by SO INVEST SAS.
The Sale Price is deposited into the Mangopay Account opened by the Final Bidder.
1. Unavailability of the Sale Price
The Sale Price will remain unavailable until the final collection of the goods sold and acceptance of the Delivery Slip under the conditions specified in paragraph F below.
Upon acceptance of the Delivery Voucher by the Vendor and the Buyer, SO INVEST SAS instructs Mangopay to transfer the Sale Price, previously deposited into the Buyer’s Mangopay Account, reduced by the commission of SO INVEST SAS, to the Vendor.
If the Delivery Slip is not signed by the Parties under the conditions below, the Sale Price made available by the Buyer on their Mangopay Account will be returned to them.
F. DELIVERY OF SOLD GOODS
The Vendor undertakes to keep the goods sold at the disposal of the Buyer, for a minimum period of 48 hours from the Validation of the Sale Price at the place indicated on the Site in the “What Am I buying” tab. .
The Collection takes place concomitantly with the signing of the Delivery Slip by the Parties.
In the absence of a dispute on the Products on the day of Collection, the Delivery Slip must be accepted by the Buyer and the Vendor.
Acceptance is made by a click of validation on the Site by the Buyer and the Vendor.
The Delivery Slip must be signed within 48 hours of the Confirmation of the Final Offer.
Collection is at the expense of the Buyer.
G. DELIVERY CONTEST
1. Dispute on the quantity of Products
Upon Collection, it is the Buyer’s liability to check whether the quantity of Products delivered is in accordance with the order.
If the quantity of Products delivered does not correspond to the order, the Buyer may refuse to collect the Products.
SO INVEST SAS will assess the merits of the dispute and fix the amount of the applicable price reduction – SO INVEST SAS may not be held liable for fixing the reduction in the Sale Price.
The Vendor will nevertheless have a period of [-] days to make the missing Products available to the Buyer.
Otherwise, there will be a reduction in the price calculated in proportion to the missing transfer price reported to the value of the transfer price of the batch under the conditions set out above.
This price reduction will take the form of a forfeit.
2. Dispute on the quality of the Products
If the Buyer agrees to remove the Products, he has 24 hours to make any complaint relating to the quality of the Products sold.
The complaints of the Buyer will be the subject of an analysis on the part of SO INVEST SAS which will transmit a Report to the Parties, within a reasonable period, provided that the Parties in good faith, contribute to the production of this Report, and provide all the information and documents requested by SO INVEST SAS.
The Parties will be bound by this Report under which SO INVEST SAS fixes the amount of compensation due by the Vendor to the Buyer.
Thus, the Vendor undertakes now to pay the Buyer the amount of compensation which will be determined by SO INVEST SAS.
The amount of compensation may not be higher than the price of the batch in question. The liability for SO INVEST SAS concerning the Report cannot be engaged, as it intervenes free of charge as a third-party manager.
H. RELEASE OF THE SALE PRICE
Upon acceptance of the delivery slip and without delay, SO INVEST SAS
– issues the sales invoice for the Product referred to in the Final Offer on the Site which is sent electronically to the Vendor and the Buyer
– instructs Mangopay to release the Sale Price previously deposited by the Buyer into his Mangopay Account for the benefit of the Vendor.
I. TRANSFER OF RISKS
The risk of loss or damage to the Products is transferred to the Buyer at the time of Collection.
The Products are sold in the state in which they are on the date of Collection.
Products sold carry no warranty.
However, disputes relating to the quantity of Products sold will give rise to a reduction in the price calculated in proportion to the missing transfer price compared to the value of the transfer price of the batch.
The dispute over the quantity of the Products must be made to the Vendor on the day of the Collection of the batch.
Any dispute formulated subsequently will not be considered and will not give rise to a reduction in the price.
SO, INVEST SAS acts as an intermediary between the Vendor and the Buyer.
It cannot be considered as the Vendor.
The Vendor’s sole liability may be incurred in respect of the Products which he puts on sale through the Service.
SO INVEST SAS cannot be held liable for the content made available on the Site by the Vendors, regarding the description of the Products.
The liability for SO INVEST SAS can only be engaged for facts which will be directly attributable to it in its capacity as intermediary and which will have caused direct damage to the Buyer or the Vendor.
L. PARTICULAR OBLIGATIONS OF THE PARTIES
The Products put online by the Vendor are sold exclusively through the Site.
The Vendor cannot sell the Products through any other channel – it cannot sell the Products directly to the Buyer.
Relations between the Vendor and the Buyer will be made exclusively through the Site.
The Parties are prohibited from entering in direct contact for the marketing of competing, similar and / or complementary Products, within 6 months of the establishment of the connection, carried out through the Site.
M. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
All elements of the Site, namely in particular information relating to Products, logotypes, texts, comments, illustrations, photographs, software solutions, brands and other distinctive signs are protected by intellectual property, the copyright of trademark and patent law.
The Parties are prohibited from copying, reproducing, extracting, republishing, modifying, or transmitting in any way whatsoever without the express authorization of the holder of the rights concerned.
N. PERSONAL DATA
SO INVEST SAS uses the personal data communicated by the Buyer and the Vendor for the sole purpose of implementing and managing the services offered by SO INVEST SAS.
The controller is SO INVEST SAS, a simplified joint stock company with a capital of 10,000.00 euros, whose registered office is in Roubaix (59100) – 87 rue du Fontenoy, registered with the RCS Lille Metropole under number 831 548 706 – email@example.com.
In accordance with the regulations applicable to personal data, the Buyer and the Vendor have the following rights in particular: access, rectification, limitation of processing, portability, and deletion of their personal data.
The data may be transmitted to employees and subcontractors of SO INVEST SAS if this dissemination is part of the service.
These data are kept for the entire duration of registration on the Site – After registration, the data is blocked for any other use and kept for a period of 10 (ten) years before being deleted in accordance with applicable regulations.
SO INVEST SAS implements organizational, technical, software and physical digital security measures to protect personal data against alteration, destruction, and unauthorized access.
The Buyer and the Vendor may lodge a complaint with the National Commission for Information and Liberties 3 Place de Fontenoy, 75007 Paris (www.cnil.fr).
O. ILLEGAL CONTENT
SO INVEST SAS reserves the right to delete any manifestly illegal information on the Site.
P. NULLITY OF A CLAUSE OF THE GENERAL CONDITIONS OF SALE
If any of the provisions of these GTC were cancelled, this nullity would not result in the nullity of the other provisions of the GTC which remain in force between the Parties
Q. APPLICABLE LAW – ATTRIBUTION OF JURISDICTION
These GTC are submitted to French law.
In the event of disputes relating to training, interpretation, application of these GTC, will be referred before the courts of the jurisdiction of the Douai Court of Appeal, notwithstanding plurality of defendants or warranty claim.