Effective Date:Feb 01, 2019

Terms Of Service

Article 1 – Application – Opposability

These general terms and conditions of sale apply to all sales concluded by SURF LOUNGE with professional customers or buyers (hereinafter referred to as "the Purchaser") and constitute the "basis" of the commercial negotiation. They are systematically sent or delivered to each Purchaser before any order is placed. Any order automatically implies acceptance and acceptance of the general terms and conditions of sale by the Purchaser, who declares and acknowledges having full knowledge of them. In the absence of written acceptance by SURF LOUNGE, any document contradictory to the present contract and, in particular, the Purchaser's general terms and conditions of purchase are inapplicable. The latter expressly waives the right to use it. In accordance with the regulations in force, SURF LOUNGE reserves the right to derogate from all or part of the clauses of these General Terms and Conditions of Sale, depending on the negotiations conducted with the Purchaser, by drawing up a specific contractual document signed by both parties. Unless otherwise specifically stipulated herein, the information contained, among other things, in catalogues, notices and scales is given for information purposes only, as SURF LOUNGE may modify them at any time, and without notice due to changes in economic and/or technical conditions and in line with such changes. Any tolerance concerning all or part of these provisions, whatever the frequency and duration, can never be considered as a modification or deletion of these conditions, SURF LOUNGE can always terminate them without any formality or notice. These general terms and conditions of sale replace and cancel those previously in force.

Article 2 – Orders

Any purchase of SURF LOUNGE products is made in FRANCE, even if the products are distributed or resold abroad. Each order must specify in particular the quantity, brand, type, references of the products sold as well as the agreed price, payment terms, place and date of delivery or collection. The Purchaser must confirm his order in writing (letter / fax / e-mail / return of the order form signed by the Purchaser), even when it is taken through a representative of SURF LOUNGE. Orders are only final, after their express and written acceptance by SURF LOUNGE, which will ensure, in particular, the availability of the requested products. This procedure is also valid when the order is placed through a SURF LOUNGE representative. The supply of products to the Purchaser includes exactly and only the products specified at the conditions and prices mentioned in the order acceptance issued by SURF LOUNGE. When circumstances justify it, a deposit may be required when placing an order under the conditions defined below (article 6.1).

Article 3 – Amendment of the Orders

Any modifications or cancellations of orders requested by the Purchaser may only be taken into account, within the limits of SURF LOUNGE's possibilities and at its sole discretion, if they are notified to it by registered letter with acknowledgement of receipt. In any case, changes can only be accepted if they are notified to SURF LOUNGE within 15 working days of the date on which the order is placed. In this case, SURF LOUNGE cannot guarantee the Purchaser that the commercial conditions initially agreed between the parties will be maintained, for all or part of the order, including the one initially placed. The modified order will then only be final after express acceptance by SURF LOUNGE under the conditions and forms specified in the previous article.

Article 4 – Order Cancellation

In the event of cancellation of all or part of the order by the Purchaser after its acceptance by SURF LOUNGE, for any reason whatsoever, except force majeure, a sum corresponding to 30% of the total invoice will be acquired by SURF LOUNGE, as damages, as compensation for the damage thus suffered and in particular to compensate the manufacturing costs incurred. If a deposit has been paid, it will automatically be acquired by SURF LOUNGE and may not give rise to any refund.

Article 5 – Prices

The products are supplied at the prices in force on the day the order is placed and, where applicable, in the last commercial proposal sent to the buyer. However, SURF LOUNGE reserves the right to modify its prices until delivery, in order to reflect any increase in the price of labour or the purchase prices of materials or any change in the exchange rate for imported raw materials, up to the amount of such increases or changes. The prices quoted by SURF LOUNGE in any other document and in particular in its advertising documents are given only as an indication; only the price attached to the general conditions of sale on the day the order is placed is binding between the parties. These prices are net and exclusive of tax for unpackaged products from SURF LOUNGE's warehouses. They do not include packaging, any customs fees and insurance, which are the responsibility of the Purchaser. In general, any tax, duty, duty or other service payable under French regulations or those of an importing country or a transit country are the responsibility of the Purchaser. Similarly and in particular, any packaging, packaging, delivery terms and conditions, specific terms and conditions of payment required by the Purchaser shall give rise to the issue of a specific commercial offer addressed to him. Unless otherwise agreed in writing by SURF LOUNGE, the shipping costs will be invoiced to the Purchaser for any order under 300.00 euros excluding tax. The period of validity of the prices in force on the day the order is placed will be specifically considered in the commercial proposal that will be sent to the Purchaser. Beyond this period, SURF LOUNGE reserves the right to modify its rates without notice. Each order is invoiced upon delivery. Buyers are solely responsible for setting their resale prices.

Article 6 – Terms of Payment

6.1 – Down payment: If a deposit is required by SURF LOUNGE, its amount will then be specified in the commercial offer that will be sent to the Purchaser. Any deposit must be paid by the Purchaser at the latest on the date of placing the order.

6.2 – Payment of the order: Unless otherwise agreed in writing and in advance by SURF LOUNGE, the price is payable in cash in full and in a single payment. When a payment period is granted to the buyer, it will be mentioned on the invoice sent to the buyer. However, it may not exceed forty-five days at the end of the month or sixty days from the date of receipt of the invoice. When an exceptional schedule has been granted to the Purchaser based in particular on the volume of the products ordered, this will be mentioned in the commercial offer and on the invoice sent to the Purchaser. In the event of deferred or deferred payment, payment within the meaning hereof shall constitute payment, not the mere delivery of a commercial paper or cheque involving an obligation to pay, but their payment on the agreed due date. Under no circumstances may payments be suspended or withheld or be subject to any compensation by the Purchaser without the prior written consent of SURF LOUNGE.

Article 7 – Delay or Non Payment

Any delay or non-payment of all or part of the sums due by the Purchaser on the due date indicated on the invoice shall result in the application of late payment penalties as from the working day following the payment date indicated on the said invoice. These penalties will be calculated at a rate equal to three times the legal interest rate. The calculation basis will be based on the amount including VAT of the purchase price indicated on the invoice. They will automatically and automatically be acquired by SURF LOUNGE, without any formality or prior formal notice on its part. In addition, the buyer will owe SURF LOUNGE an amount equivalent to 10% of the amount including VAT of the unpaid order corresponding in particular to the administrative costs incurred by the management and processing of unpaid invoices. All these sums shall be due without prejudice to any other action that SURF LOUNGE may bring against the Purchaser. In the event of non-compliance with the above payment terms, SURF LOUNGE also reserves the right to: suspend or cancel the delivery of pending orders by the Purchaser, suspend the performance of its obligations, reduce or cancel any financial benefits of any kind whatsoever that may have been granted to the latter. In the event of non-payment, forty-eight hours after a formal notice has remained unsuccessful, the sale will be automatically terminated if it seems appropriate to SURF LOUNGE, which may request, in summary proceedings, the return of the products, without prejudice to any other damages. Termination will not only affect the order in question, but also all unpaid orders, whether delivered or in the process of being delivered and whether or not their GENERAL CONDITIONS OF SALE - PROFESSIONAL PURCHASERS payment has expired. In the event of payment by commercial paper, failure to return the paper will be considered as a refusal of acceptance equivalent to a default in payment. Similarly, when payment is made in instalments, failure to pay a single instalment will result in the immediate payment of all the debt, without formal notice. In all the above cases, the sums due for other deliveries, or for any other reason, shall become immediately payable if SURF LOUNGE does not opt for the termination of the corresponding orders. The Purchaser shall reimburse all costs incurred in the contentious recovery of sums due, including the fees of legal officers.

Article 8 – RETENTION OF TITLE CLAUSE - TRANSFER OF RISK

The delivered goods remain the property of SURF LOUNGE until full payment of their price and any interest, costs and accessories that may be due by the Purchaser. Consequently, SURF LOUNGE expressly reserves the right to assert its right of ownership of the goods and to take possession of them at any time, in particular in the event of non-payment, even partial. The Purchaser shall refrain from pledging or using the products as security. However, the Purchaser is authorized to resell these goods as part of the normal operation of his establishment. The Purchaser then assigns to SURF LOUNGE all the receivables arising to its benefit from the resale to the third-party Purchaser. SURF LOUNGE nevertheless reserves the right to terminate this authorization by simple registered letter with acknowledgement of receipt as soon as the first payment incident occurs. The risk of loss and deterioration will be transferred to the Purchaser as soon as the ordered products are made available from SURF LOUNGE's warehouses, even in the event of an agreed sale free of charge. The result is that the goods travel at the risk and peril of the Purchaser to whom it belongs in the event of damage, loss or missing goods, to make any reservations or to exercise any recourse with the carriers responsible. The Purchaser therefore undertakes, as custodian, to insure the ordered products, at its own expense, for the benefit of SURF LOUNGE, by an ad hoc insurance, until the complete transfer of ownership and to justify this to the latter at the latest before delivery. This insurance must in particular cover all the risks inherent in the holding of the goods. Failing this, SURF LOUNGE shall be entitled to delay delivery until such proof is presented, without the Purchaser being able to claim any prejudice or to terminate the sale as a result of such delay.

Article 9 – FINANCIAL BENEFITS

Within the framework of these general terms and conditions of sale, SURF LOUNGE may grant various financial advantages to Buyers, depending in particular on the volume and frequency of orders and the method of payment of their invoices. The conditions for granting, the nature and amount of any financial benefits granted by SURF LOUNGE are specified in the margin of the tariff.

Article 10 – DELIVERY

10.1 – Delivery costs Delivery costs are at the expense of the Purchaser who undertakes to do so for any order whose amount excluding tax is less than or equal to 300.00 euros. Delivery will only be free of charge if the order can be delivered in one go and to a single address. A commercial proposal for a delivery package will be submitted to the Purchaser for approval prior to placing the order. The delivery costs will be stipulated on the order form and on the invoice. The costs of delivery of advertising material intended for resale to the consumer (displays, boxes, POS, kakemono, banners, etc...) remain the responsibility of the Purchaser.10.2 – Time limits The maximum delivery times indicated in the order confirmation are given for information only and do not bind SURF LOUNGE. Deliveries are made by an independent carrier chosen by SURF LOUNGE unless expressly requested by the Purchaser. The products ordered will be made available to the carrier according to availability and in the order in which the orders are received. SURF LOUNGE is authorised to make deliveries in whole or in part. Delivery times are indicated as accurately as possible, but are based on the supply and transport possibilities. Exceedances in delivery time may not give rise to damages, penalties, withholding or cancellation of pending orders. Any delay between the availability of the products ordered to the carrier and the delivery to the Purchaser is the responsibility of the carrier. However, in the event of a delay of more than 60 days after the maximum confirmed delivery time and directly attributable to SURF LOUNGE, except in cases of force majeure or external cause, the Purchaser may request the cancellation of the sale. The deposits already paid will then be returned to him by SURF LOUNGE. The Purchaser undertakes to be personally present on the delivery date of the ordered goods. Failing this, the possible delay in delivery will be attributable to him and the representation of the package may be invoiced in addition.

10.3 – Risks Delivery will be made to the address specified on the order form, products travelling at the Purchaser's risk. The Purchaser is required to check the condition of the products and check their quantity and conformity with the order upon delivery by the carrier. In the event of deterioration, missing products or non-conformity, the Purchaser must formulate in writing directly on the carrier's delivery note all the reservations he deems necessary to make. In addition, it will be up to the Purchaser to confirm these reservations by extrajudicial act or by registered letter with acknowledgement of receipt to the carrier within two working days of receipt of the goods. The acceptance of the delivery without reservation implies the Buyer's consent to the conformity of the goods.

10.4 – Receipt Without prejudice to the measures to be taken with regard to the carrier, complaints about, missing products, apparent defects or non-conformity of the product delivered with the ordered product or the consignment note, must be notified to SURF LOUNGE, without delay, by e-mail or fax and confirmed by registered letter with acknowledgement of receipt. This complaint must include a copy of the order form and the invoice, specify the disorders noted (in particular, details of deteriorated or missing items) and provide any justification as to the reality of the defects or anomalies noted. Failure to comply with these formalities shall imply the Purchaser's consent to the conformity of the goods. The Purchaser must allow SURF LOUNGE all facility to proceed to the detection of these defects and to remedy them. He will refrain from intervening himself or having a third party involved for this purpose. For products sold in packages, the weights and measures at the start shall be considered as proof of the quantities delivered. If any of the formalities stipulated in this article are not fulfilled, the products delivered by SURF LOUNGE will be deemed to conform in quantity and quality to the order. Any refusal to deliver or automatically return the goods will result in the payment of a penalty equivalent to 30% of the amount including VAT of the invoice as well as the loss of any deposits that the Buyer may have paid.

Article 11 – RETURNS

11.1 - Terms and Conditions Any return of a product must be the subject of a formal written agreement between SURF LOUNGE and the Purchaser attesting that the latter has been able to check the reality of the claims invoked by the Purchaser. The returned goods are accompanied by a return form to be fixed on the package and must be in the same condition as the company SURF LOUNGE delivered them. The costs and risks of the return are always the responsibility of the Buyer, who undertakes to do so. Any product returned without this agreement and not meeting these conditions will remain at the Purchaser's disposal and will not be processed by SURF LOUNGE. This hypothesis is assimilated to an automatic return of the goods and entails, consequently, the invoicing of penalties and additional costs as provided for in article 10.4 of the present contract.

11.2 – Conséquences Toute reprise acceptée par la société SURF LOUNGE ne sera effectuée qu’après vérification qualitative et quantitative des produits retournés. En cas de vice apparent ou de non-conformité des produits livrés, dûment constaté par la société SURF LOUNGE dans les conditions prévues ci-dessus, l'Acheteur pourra obtenir le remplacement gratuit si cela est possible, ou le remboursement des produits au choix de la société SURF LOUNGE, à l'exclusion de toute indemnité ou dommages-intérêts.

Article 12 – LIABILITY OF THE SURF LOUNGE COMPANY - LIMITATIONS OF THE GUARANTEE

As a professional specialized in the purchase and resale of sports equipment, the Purchaser has the necessary technical skills to assess the possibility of equipment failure even if it is not apparent. This quality justifies the warranty limitations of the products distributed by SURF LOUNGE as described below. The products distributed by SURF LOUNGE benefit from a 2-year warranty on 1-year leashes for other products. The warranty of the products distributed by SURF LOUNGE is due from their delivery date, and covers the non-conformity of the products to the order and any hidden defect, resulting from a defect in material, design or manufacturing affecting the delivered products and making them unfit for use. Under this guarantee, the only obligation incumbent on SURF LOUNGE shall be, at its option, the free replacement or repair of the product or element found defective by its services, unless this method of compensation proves impossible or disproportionate. In any event, SURF LOUNGE's liability towards the Purchaser may not exceed the price paid for the products covered by the request. Interventions under the guarantee shall not have the effect of extending the duration of the guarantee. In order to assert his rights, the Purchaser must, under penalty of forfeiture of any action relating thereto, inform SURF LOUNGE's after-sales service, by registered letter with acknowledgement of receipt, of the existence of hidden defects within the above-mentioned time limits. To benefit from the warranty, any product must first be subject to the agreement of the after-sales service. Any shipping costs are the responsibility of the Purchaser, who will not be entitled to any compensation in the event that the goods are immobilized as a result of the application of the guarantee. Any warranty is excluded in the event of misuse, negligence or lack of maintenance, such as normal wear and tear on the property, product modification not provided for or specified by SURF LOUNGE or force majeure. SURF LOUNGE cannot be held liable for any of the above causes that may cause damage to the end user of the product.

Article 13 – LITIGATION

In the event of a dispute concerning the interpretation or execution of their agreements, the parties shall seek, before any contentious action, an amicable settlement and shall provide each other with all necessary information to this end. In the absence of an amicable settlement of the dispute within a maximum period of one month, the courts of BAYONNE shall have sole jurisdiction in the event of a dispute of any nature or a dispute relating to the formation or execution of the order, unless SURF LOUNGE prefers to bring the matter before any other competent court. This clause shall apply even in the event of summary proceedings, incidental claims or multiple defendants or warranty claims, and regardless of the method and terms of payment, without the jurisdiction clauses that may exist on the Purchaser's documents being able to prevent the application of this clause.

Article 14 – APPLICABLE LAW - LANGUAGE OF THE CONTRACT

By express agreement between the parties, these General Terms and Conditions of Sale and the resulting purchase and sale transactions are governed by French law. They are written in French. In the event that they are translated into one or more languages, the French text alone shall prevail in the event of a dispute.

Article 15 – INTELLECTUAL PROPERTY

This contract does not in any way transfer to the Purchaser the intellectual property rights defined by the legal provisions in force for brands distributed by SURF LOUNGE. Consequently, the Purchaser shall refrain from disclosing to third parties and reproducing in whole or in part on any medium whatsoever the brands distributed by SURF LOUNGE. Exceptionally, the Purchaser may be granted a one-time authorization to prepare advertising documents. To do so, he will have to contact the marketing department of SURF LOUNGE.

Article 16 – Force majeure

Neither party shall have failed to fulfil its contractual obligations, insofar as their execution is delayed, hindered or prevented by a fortuitous event or force majeure. Will be considered as fortuitous event or force majeure any irresistible facts or circumstances, external to the parties, unpredictable, unavoidable, beyond the control of the parties and which cannot be prevented by the latter, despite all reasonable efforts. Are considered as force majeure or fortuitous events, in addition to those usually retained by the jurisprudence of French courts and tribunals: the blocking of means of transport or supplies, earthquakes, fires, storms, floods, lightning

Article 17 – CONDITIONS OF RESALE OF PRODUCTS DISTRIBUTED BY THE SURF LOUNGE COMPANY

17.1 – Provision of advertising material / presentation of products When SURF LOUNGE makes available, whether for a fee or free of charge, commercial or advertising material specifically intended for the resale of its products (display case, box, POS...), the latter remains the exclusive property of SURF LOUNGE. In the event of loss or damage to the equipment made available, the Purchaser undertakes to reimburse SURF LOUNGE in full at first request and without any formality. The resale by the Purchaser of commercial or advertising material is strictly prohibited. The Purchaser further undertakes that the advertising displays provided by SURF LOUNGE will only be used to promote the products it distributes. As such, the Purchaser shall ensure that the identity of the brand affixed to the display and that of the products it contains are respected and associated. SURF LOUNGE may make the provision of its commercial equipment subject to conditions for the permanent storage of its products, which shall be specified in a specific commercial agreement.

17.2 – Restrictions related to the resale of products the products sold to the Purchaser under the commercial conditions offered by SURF LOUNGE are exclusively intended to be resold to consumers. Consequently, the Purchaser formally refrains from reselling the products distributed by SURF LOUNGE to customers who do not have the status of consumers, such as professional buyers or resellers, resellers practicing "destocking" on the Internet, members of a distribution network, etc.... As an exception, grouping structures at the time of purchase are authorized to resell the products offered by SURF LOUNGE only to distributors who are members or affiliated to their grouping. As such, they undertake to provide, at the first request of SURF LOUNGE, any proof that the resale has been made to distributors who are members or affiliated to their group. The resale for export of products distributed by SURF LOUNGE is prohibited.