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POLAR QUEST SARL (hereinafter referred to as POLAR QUEST) is a recognized French manufacturer of sleddog sports products selling its own brand INLANDSIS® through specialised retailers (pet shops, specialised pet shops, garden centres and pet departments in DIY shops, sports shops and specialised online shops - excluding online market places), hereinafter referred to as the ""Client."" The Terms & Conditions below are also used for the purpose of protecting and preserving the brand image as well as maintaining the quality of its products.
1. Scope of application, conclusion of contract
(1) The present Terms & Conditions are valid for all the delivery and service contracts concluded between the Client and POLAR QUEST. These are valid exclusively for the commercial relations between POLAR QUEST with companies, legal entities under public law and mutual funds in the respective version in force for the duration of the aforementioned commercial relationship. These Terms & Conditions are considered as accepted at the latest upon receipt of the goods or delivery of the services.
2) All POLAR QUEST offers are non-binding and provided for illustrative purposes only, unless expressly specified. A sales contract is concluded when POLAR QUEST accepts the order by delivering the item or by issuing a delivery notice. POLAR QUEST offers do not include VAT. The VAT is always indicated and calculated separately. Subject to changes in colours, packaging, models and prices indicated in the catalogue. When a new price list or a new catalogue is issued, all previous lists become null and void. The Client cannot derive any rights in the event of obvious mistakes or misprints in price lists, offers or order confirmations.
(3) The Client's Terms & Conditions are not part of the contract.
2. Client Rights and Responsibilities
(1) The contracted products are the products listed in the catalogue. The Client must market the contracted products exclusively under the names and designations indicated in the catalogue and must not use or add any other name or designation.
(2) The Client is free to set their prices and terms & conditions with third parties, in accordance with the recommended retail prices indicated in the catalogue sent at the beginning of each year. In case of doubt, the Client must contact POLAR QUEST through the brand's main sales contact.
3. Intellectual property
(1) In order to ensure consistent product appearance in the market, the Client has the right to use the INLANDSIS® trademark and other POLAR QUEST trademarks in accordance with legal provisions in order to sell the contracted products.
(2) The Client is hereby obliged to use the INLANDSIS® trademark and the other POLAR QUEST trademarks only in the form indicated on contracted products, to promote in the best way possible the reputation of the relevant brands and to refrain from any action that could harm or have a negative impact on this reputation.
(3) If POLAR QUEST wishes to use the INLANDSIS® trademark or any other POLAR QUEST trademark in a different way or if no longer wishes to use it, upon request of POLAR QUEST, the Client must adapt their use accordingly or put an end to it.
(4) The Client is not entitled to grant third parties the right of using the INLANDSIS® trademark and/or other POLAR QUEST trademarks. Furthermore, it is forbidden for the Client to register the ""INLANDSIS"" trademark and/or another POLAR QUEST trademark and/or any other brand name that could be confused with POLAR QUEST trademarks (in particular those containing the name ""INLANDSIS"") as a trademark or internet domain or to have it registered by third parties.
(5) Should the Client, as they use the INLANDSIS® trademark and/or any other POLAR QUEST trademark, be entitled to their own right on the aforementioned brands, they must, at the request of POLAR QUEST, transfer this right to POLAR QUEST immediately and free of charge.
(6) As POLAR QUEST provides the Client with product images in order to promote the contracted products, POLAR QUEST grants the Client a free, non-exclusive, non-transferable and non-sublicensable right on the relevant contracted products. The necessary adaptations for integration in the Client's online shop are allowed, in particular changes made in the size and format of the files, as well as the size of the images, are allowed. The Client's right of use expires automatically at the end of their commercial relationship with POLAR QUEST, but no later than 3 months after the Client's last order.
4. Payment Terms
(1) All POLAR QUEST invoices must be paid no later than thirty (30) days from the invoice date, without any deduction, unless otherwise specified. POLAR QUEST charges late payment interest equal to 1.5 times the legal interest rate. In case of late payment, POLAR QUEST In case of non-payment of an invoice at its expiry date, POLAR QUEST reserves the right
to increase its total amount by 10% with a minimum of €40 ex. VAT. If POLAR QUEST pursues a legal prosecution for late payment damages, the aforementioned damages amount will be added to the legal prosecution costs.
(2) If POLAR QUEST identifies potential payment issues on the part of the Client, POLAR QUEST is entitled to deliver the contracted products and spare parts only if they have been paid in advance. The right of POLAR QUEST to terminate any individual sales contracts previously agreed is not affected if and when the Client does not make the advance payment within a reasonable additional period.
(3) The Client can only compensate POLAR QUEST with receivables that are have been acknowledged in court, accepted by us, or are uncontested. The Client is not entitled to exercise any right of retention due to a claim, unless this claim has been acknowledged in court, accepted by us, or is uncontested.
5. Delivery Terms
(1) Orders will be delivered against advance payment by bank transfer or on the payment due date by bank transfer, SEPA Direct Debit or electronic bill of exchange, after validation by POLAR QUEST sales department. The minimum order amount is €200 ex. VAT. Up to a net merchandise value of €300.00 ex. VAT, a surcharge for fixed shipping costs of €15 ex. VAT per order will be charged. The delivery is free for orders from €300 net merchandise value ex. VAT. Packing is free of charge.
(2) Unless otherwise agreed between POLAR QUEST and the Client, deliveries are made by POLAR QUEST in accordance with CPT delivery terms (INCOTERMS 2010). The risk is transferred to the customer as soon as the goods have been handed over by POLAR QUEST to the transporter. Any visible damage that occurred during transport and to the packaging must be reported to POLAR QUEST within 24 hours. In addition, any damage must be reported on the transporter's delivery note upon receipt of the goods.
6. Warranty & Liability
(1) The agreement regarding the quality of the goods and the delivery date do not constitute a guarantee on the part of POLAR QUEST.
(2) Upon receipt, the Client must check the goods for any defects. Any visible defect in the goods and any mistake in the delivery must be reported to POLAR QUEST immediately upon receipt of the goods. Defects that cannot be detected through careful examination within the above mentioned period must be reported to POLAR QUEST immediately after they have been identified.
(3) In the event of a legitimate compensation claim by the Client, POLAR QUEST reserves the right to offer a repair of the identified defects or a replacement.
(4) In the event of damage claims, the liability of POLAR QUEST is limited to damages due to gross or intentional negligence of its organisation, managers or agents. POLAR QUEST's liability for other forms of negligence is excluded unless the damage has been caused by
- endangering life, infringing bodily integrity or health,
- defective goods, as the liability is obligatory under the provisions of the law relating to defective product liability regarding bodily injury and property damage, or
- fraudulently concealed defects, or if POLAR QUEST offers a guarantee for the quality of the item,
- breach of essential fundamental obligations. If the fundamental contractual obligations have been breached, the liability of POLAR QUEST is limited to the damage that was reasonably foreseeable and mentioned in the contract. The fundamental contractual obligations are obligations whose fulfilment allows for the proper performance of a contract and on which the Client regularly relies.
(5) If the Client claims the legal costs incurred to be paid as damages by POLAR QUEST, POLAR QUEST is only required to reimburse the amount of the costs invoiced according to the RVG (Law on the Remuneration of Attorneys) and the attorney's disbursements.
(6) Any request by the Client for the release of liability to third parties is excluded.
(7) Unforeseen, unavoidable and exceptional events outside the company (force majeure) that hinder the ability of POLAR QUEST to provide its services or products, or make them temporarily unavailable, entitle POLAR QUEST, to postpone the fulfilment of its obligations and prolong the duration of the impediment for a reasonable length. Events of Force Majeure notably include labour disputes, strikes, lock-outs, unforeseen breakdowns, unavoidable shortages of raw materials and any other event that is not the responsibility of POLAR QUEST.
(8) The Client is obliged to respond to justified consumer complaints for material defects and to provide appropriate service. The Client must inform POLAR QUEST in good time of any case of material defect which may lead to a legal dispute due to practical evidence.
(9) The Client must inform POLAR QUEST immediately of any defects in the products they are aware of and of any risk in the use of the contracted products.
(10) The Client must not remove or modify the warnings on the packaging. If this obligation is breached, the Client will be liable to POLAR QUEST for damages resulting therefrom.
(11) Claims for warranty, damages and compensation for expenses due to material defects are deemed null and void one year after receipt of the goods by the Client. This does not apply to the cases mentioned in paragraphs 444 and 479 of the Civil Code or to the cases referred to in paragraph 4.
7. Retention of Title
(1) POLAR QUEST retains ownership of all goods delivered until full payment of all outstanding and future receivables arising from the commercial relationship with the Client. The Client may request the release of the goods subject to retention of title if their realisable value is more than 20% higher than the nominal value of the claim, in the long term and not only temporarily.
(2) The Client is not entitled to pledge the goods that are subject to retention of title or to transfer ownership of the same to third parties (by way of security). If the goods subject to retention of title are seized by a third party, the Client must report POLAR QUEST's ownership adequately and immediately inform POLAR QUEST of the seizure.
(3) The Client is entitled to sell the goods subject to the retention of title is entitled in the ordinary course of business. In the event of sale of the products, the Client must immediately transfer to POLAR QUEST the corresponding receivables (VAT included) resulting from the sale against its contractors or the relevant amount with all the ancillary rights until total payment of their debts. Authorisation under Article 1 may be cancelled by POLAR QUEST in the event of failure to pay or if POLAR QUEST's payment request is at risk due to potential payment issues on the part of the Client.
(4) Until further notice, the Client is entitled to recover the transferred receivable. If the debt collection authorisation is cancelled, the Client must provide POLAR QUEST with all the information and documents necessary to enforce the receivables assigned as collateral.
(5) If the goods subject to the retention of title are integrated by the Client into an item belonging to them, the Client must then grant POLAR QUEST the co-ownership of this item, insofar as the value of the co-ownership part does not exceed the nominal value of the receivables to be secured by more than 20%, in the long term and not only temporarily.
(6) If the Client defaults on payment, POLAR QUEST is entitled to provisionally take back the goods subject to retention of title. The Client is responsible for the cost of return.
(7) The Client must ensure the goods subject to retention of title against usual risks, in particular against fire and theft, and provide POLAR QUEST with proof of insurance coverage upon request. The Client also transfers to POLAR QUEST the claims they may have with the insurance company in the event of loss or damage of the goods subject to retention of title, to the value of the invoice of the aforementioned goods.
(8). Applicable Law
All POLAR QUEST contracts with the Client are subject to the French law, excluding the United Nations Convention on Contracts for the international sale of goods.
(9). Place of Fulfilment & Court of Jurisdiction
The place of fulfilment and court of jurisdiction for any dispute arising from or related to the commercial relationship between the Client and POLAR QUEST is Grenoble. POLAR QUEST reserves the right to sue the Client in any other court under the general rules of procedural law.
(10). Saving Clause
If any provision of these Terms & Conditions or any other provision under other agreements is or becomes null and void, the validity of the other provisions or agreements is not affected. A provision that is null and void is considered replaced by the valid provision that is the closest to the economic purpose of the provision that is deemed null and void; this does not apply if the contractual gap resulting from the provision deemed null and void is to be filled by a legal provision.
Version: February 2018