GENERAL TERMS AND CONDITIONS - BYSTAMP

Applicable on May 20th 2022

 

PREAMBLE

 

The General Terms and Conditions of the company BYSTAMP, whose trade name,  a simplified joint-stock company registered with the RCS of Vannes under number 817 852 429 and whose registered office is located  at 3 rue Louis de BROGLIE - 56000 Vannes - FR, composed of both this Preamble and the Glossary  and clauses that follow the latter, are concluded between on the one hand, BYSTAMP and, on the other hand, the Customer designating the person who has placed an order for the purchase of one or more KEYMO as declined in the Purchase Order via the BYSTAMP website www.bystamp.com (the website).

 

 

GLOSSARY

 

KEYMO

Electronic buffer, Data sensor designed, manufactured and sold by BYSTAMP to the Customer. KEYMO allows you to place visual fingerprint to a PDF file and to sign electronically a PDF file.  The operation of KEYMO requires the download of the Service.  
The KEYMO may not be used for purposes other than those provided by the Service.

 

Service

Mobile application, published on at least one Store, which uses the BYSTAMP/KEYMO SDK to make it compatible with the use of KEYMO.

 

KEYMO Application

Software suite allowing to record within the database of which BYSTAMP is the author and the producer, the configuration of the KEYMO and the Service(s) of the Customer, the validations carried out by the Customer or the Final Holder using each KEYMO purchased.

This software suite can provide access to an administration platform reserved for the Customer via personal identifiers. It also provides a Software Development Kit (SDK) to be integrated into its Service to make it compatible with the use of KEYMO.

 

Final holder

Natural or legal person to whom the Customer has made available, under his responsibility, one or more KEYMO.

 

 

1 –PURPOSE

The purpose of these GTC is to determine the conditions under which any act of purchase of one or more KEYMO is carried out either via the paper order form or via the Website.

The sale is deemed concluded on the date of the order: date of signature of the Customer of the order form or date of the second click by the Customer on the Website.

 

2 – ORDER VIA THE SIGNATURE OF THE ORDER FORM

The sale of KEYMO can be done by the signature by the Customer of the Bystamp purchase order form completed by the Customer.

Via the order form, the Customer indicates the number of KEYMO purchased and attaches the payment by check before returning everything to BYSTAMP by post to BYSTAMP 3 rue Louis de BROGLIE 56000 VANNES - FR. 

He can also pay by bank transfer and return the completed form by email to serviceclient@bystamp.com.

 

3 – ORDER VIA THE WEBSITE

 

3.1 – Identification of the customer

Via the Website, the Customer can place an order without creating an account. The Customer must identify himself by declining his contact details at the time of the order.

The Customer expressly acknowledges that the entry of his contact details, including necessarily his email address, constitutes identification on his part.

 

3.2 – Conclusion of the sales contract by the Website - double clik

The sales contract of the KEYMO(s) is validated when, the Customer has been able to read and accept the GTC , has added his products in the basket (1st click), has checked the content of his order (the number of KEYMO he wants), has corrected any errors and has confirmed it by a second click, in accordance with the provisions of articles 1125 to 1127-3 of the Civil Code.

The double-click procedure constitutes the Customer's consent and entails the payment of the sums due for the execution of the order by BYSTAMP.

 

3.3 – Confirmation of the sales contract

An email with the GTC will be sent to the Customer's email address in order ro cofirm the conclusion  of the contract on a sustainable medium. This confirmation email will also transmit the order number and will make it possible to include all the elements that are the subject of the general information obligation.  

It is, therefore, strongly recommended that the Customer keep this confirmation email.

 

3.4 – Proof of the transaction

The computerized records, kept in Bystamp's computer systems under reasonable conditions of security, will be considered as proof of communications, orders and payments between the Parties. The archiving of purchase orders and invoices is carried out on a reliable and durable medium that can be produced as proof, which the Customer expressly acknowledges.

 

4 – FARE CONDITIONS

 

4.1 – Currency - VAT - Other taxes

The rates indicated on the order form or the website are in euros (€) excluding taxes.  The VAT rate applied is the legal rate in force on the day of the transaction. In the event of a change in the amount of the French VAT rate, the adjustment of the prices including VAT will be immediate, without prior information.

 

In the event of a manifest and gross typographical error in the display of the price, the sale may be cancelled by or by the Customer.

 

4.2 – Modification of tariffs

BYSTAMP may change the prices of its Products at any time.  However, the changes will not apply to orders once the contract of sale has been validly formed.

 

4.3 – Delivery costs and Processing fees

In addition to the price of the Product, the Customer must pay on the one hand the different delivery costs in particular according to the geographical area concerned, the delivery method chosen, the volume and weight of the package and on the other hand, any processing costs indicated before the validationof the order by the Customer.

 

4.4 – Late payment

In case of late payment, penalties will be payable without the need for a reminder in accordance with the law. These penalties are three times of the legal rate in force in addition to the legal lump sum compensation for recovery costs of €40.

In addition, any delay in payment will automatically entail, if BYSTAMP sees fit, the suspension of the execution ofthe current claims, the cancellation of all assets, discounts or rebates excluding taxes acquired on invoices drawn up or to be established, as well as the immediate exigibility of the totality of any claim of BYSTAMP.

 

In the event of non-payment, fifteen calendar days after the first presentation of a formal notice remained unsuccessful, BYSTAMP may terminate the unpaid claims in progress and whether or not their payment is due.  BYSTAMP will then keep any deposits paid without prejudice to any other damages and any other costs.

 

The Customer shall refrain from taking cause of a claim against BYSTAMP to defer payment of an invoice in whole or in part.  BYSTAMP reserves the right, at any time, to set or reduce the Customer's outstanding amount and to adapt its payment terms.

 

In the event of non-payment, and in addition to the fixed legal compensation mentioned above, the Customer will bear all costs caused by the failure to pay on the due date, including the fees of ministerial officers and judicial officers.

 

5 – PAYMENT

 

5.1 – Payment of the full price of the order must be made when ordering

The receipt of payment by BYSTAMP triggers the preparation of the order and then its availability

Any paiement made by the Customer before delivery is not considered as a deposit.

 

5.2 –The Customer guarantees BYSTAMP that he has the necessary authorizations to use the payment method chosen by him, during the validation of the order form.  BYSTAMP reserves the right to refuse to make a delivery or to honor an order from a Customer who has not fully paid for this order or partially a previous order or with whom a dispute is being managed.

 

6 – RETENTION OF TITLE CLAUSE

BYSTAMP retains ownership of the KEYMO sold until the effective payment of the full price in principal and accessories.
Failure to pay, even partial, may result in the claim of KEYMO.

The transfer of ownership of KEYMO is suspended until full payment of the price thereof by the Customer, in principal and accessories, even if payment terms are granted. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed notto be written, in accordance with Article L. 624-16 of the French Commercial Code.

By express agreement, BYSTAMP may enforce the rights it holds under this retention of title clause, for any of its claims, on all KEYMO in the Customer's possession, the latter being conventionally presumed to be those unpaid, and BYSTAMP may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel ongoing sales.

In the event of the opening of a receivership or liquidation procedure, orders in progress will be automatically cancelled, and BYSTAMP reserves the right to claim KEYMO in stock.

This clause does not prevent the risks of KEYMO from being transferred to the Customer as soon as they are issued.

 

7 – INDISPONIBILITY OF KEYMO

 

According to the Customer's order duly paid, BYSTAMP will proceed to the shipment of the KEYMO.
The Customer is informed and accepts that KEYMO are delivered within the limits of available stocks.

BYSTAMP informs the Customer by e-mail, as soon as he becomes aware of an unavailability and informs him of the period within which the KEYMO or KEYMO will be available.

  Notwithstanding the foregoing, however, BYSTAMP cannot be held responsible for any delays attributable to the manufacturers of KEYMO components or to the companies in charge of their shipment.  In such a case, BYSTAMP will inform the Customer as soon as possible of these possible delays if he becomes aware of them.

A delay in delivery of KEYMO less than 30 calendar days is not a sufficient element to lead to the cancellation of the sale by the Customer, since this delay is attributable to the manufacturers or companies in charge of their shipment or to the Customer himself.

 

8 – DELIVERY

 

8.1 – The Customer is delivered to the delivery address indicated by him when registering the order.

BYSTAMP reserves the right to refuse delivery in certain places, in the event that the security of delivery is not ensured

Delivery is made by a carrier referenced according to the delivery area. The carrier will proceed to the delivery of the order to the Customer himself or to the third party, natural person designated by the Customer or to any authorized person representing the Customer. Delivery is made against signature of the Customer or the designated or authorized third party, placed on the delivery receipt and possibly on presentation of the documents necessary for the identification of the Customer or the designated recipient.

 

8.2 - In case of incomplete address, wrong address, refusal of the package by the recipient or any other lack of information about the place of delivery, BYSTAMP can not be held responsible.

Similarly, in the event of the recipient's absence, BYSTAMP cannot be held responsible for any damage that the Customer may allege.

In the event of an error in the delivery address, a problem of accessibility at the place of delivery, or any other problem resulting in the need to make a new delivery, the latter may be invoiced at the actual costs, it being understood that only the payment of these additional costs will allow the new delivery.

 

8.3 - If the order could not be delivered to the Customer at the time of the first presentation, the Customer must within 48 hours contact the carrier to agree on a date of withdrawal of the order at the places designated by the carrier.

 

8.4 - BYSTAMP undertakes to deliver to the carrier, KEYMO in good condition and properly packaged. It is the Customer's responsibility to check the packaging and KEYMO on delivery (damage, missing product compared to the delivery note, damaged package, damaged products ...)  and, where appropriate, to issue immediate reservations to engage the carrier's possible liability.
In the absence of clear and precise reserves indicating the nature of the damage and the number of parts concerned KEYMO will be deemed to be delivered in good condition.
Vague statements such as "subject to [...]" have no value. The Customer is required to confirm to the carrier the reservations made at the time of delivery, within 48 hours of the date of delivery and by LRAR and to send a copy for information to BYSTAMP at serviceclient@bystamp.com.

 

9 – THE LEGAL GUARANTEEEE

 

9.1 - BYSTAMP is responsible for defects in the thing sold within the meaning of articles 1641 and following of the Civil Code.
The warranty is applicable on presentation of the purchase invoice.

Defects or deterioration caused by natural wear and tear or non-compliant use, or by modification, made by the Customer or a third party, not foreseen or specified by BYSTAMP are excluded from the warranty.

It is recalled that the legal guarantee does not apply when the damage is related to an external cause of the Product such as accident, shock, lightning, fluctuation of the current, electrical overload, etc. or because of the Customer such as non-compliance with the standards of use of the Product.

The Customer must ensure throughout the duration of his use of the Solution compliance with the conditions of use of the KEYMO in accordance with its operating specifications (temperature, humidity, cleanliness, etc.).

 

The hidden defect means a failure to carry out the KEYMO making it unfit for its use and not likely to be detected by the Customer before its use. It is recalled that the Customer may bring the action for guarantee of hidden defects within a period of two (2) years from the discovery of the hidden defect in accordance with Article 1648 of the Civil Code.

In any case, the Customer must justify the date of the beginning of use by sending a copy of the purchase invoice when sending the defective KEYMO.

 

9.2 - In case of recognition of the defect of the KEYMO, the return costs incurred by the Customer for the request for warranty as well as the costs of reshipment are the responsibility of BYSTAMP.

On the other hand, if the malfunction does not fall under the guarantee, the KEYMO is reshipped at the Customer's expense.
The costs of returning the KEYMO for the warranty request will also be borne by the Customer.

 

9.3 - In case of recognition of the hidden defect, the Customer may choose between the resolution of the sale or a reduction of the price in accordance with Article 1644 of the Civil Code.

 

ARTICLE 10 – AFTER-SALES SERVICE

To assist the Customer, after acquiring the KEYMO, BYSTAMP provides an email address: serviceclient@bystamp.com.

 

ARTICLE 11 - MISCELLANEOUS PROVISIONS

 

11.1 - Declaration of Reciprocal Independence  

Each Party is an independent contractor and none of the provisions of this Agreement shall create a company, de facto or de jure, a joint venture, a mandate, a franchise or commercial agent agreement or a wage relationship, between the Parties.

 

11.2 - In the event of translation of any of the contractual documents composing the Contract, only the French version shall prevail.

 

11.3 - The Parties accept and acknowledge as valid evidence that can be produced in court, any exchange by email, between them.

 

11.4 - The nullity of any clause of the Contract will not affect the validity of the other clauses; it will continue in the absence of the cancelled device.1

 

11.5 – Tolerance

The fact that either Party does not avail itself of a breach by the other of any of its obligations hereunder shall not be interpreted for the future as a waiver of the possibility of a claim by either Party concerning the obligation in question.

 

ARTICLE 12 - SETTLEMENT OF DISPUTES

 

This Agreement is governed by French law.

 

Any dispute relating to the Contract, resulting in particular from its signature, execution, interpretation, termination, or validity, must imperatively be the subject of an attempt at an amicable solution by the Parties.

To this end, the Parties agree to meet within 15 (fifteen) days of receipt (date of the first presentation of the letter by the services of La Poste), by one of the Parties, of the notification of the said dispute by registered letter with request for acknowledgment of receipt sent by the other Party.

In the absence of an amicable solution to the dispute within 15 (fifteen) days of the meeting of the Parties under the conditions referred to in the paragraph above, the dispute must then be submitted to the competent court according to the modalities defined below.

 

In the absence of an amicable agreement, the Parties will submit all disputes, even in the event of a warranty claim or multiple defendants, to which this Contract could give rise, both for their validity, interpretation, execution or termination, to the Commercial Court of PARIS (75), except in cases where the dispute falls within the jurisdiction of the Tribunal de Grande Instance of PARIS, in application of the provisions of the applicable Intellectual Property Code