1. GENERAL PRINCIPLES
1.1. Subject Matter and Scope of Application
These General Terms and Conditions of Sale are intended to govern the contractual relationship between the company ATM GAMING, whose registered office is located at 13 Boulevard Haussmann, 75009 Paris, RCS 840 284 210 (hereinafter referred to as the "Company" or "ATM GAMING"), and its customers (hereinafter referred to as the "Customer(s)" or the "Buyer").
These General Terms and Conditions of Sale govern all sale transactions agreed between the parties. They constitute the law of the parties: customers are deemed to have accepted them as such. They supersede any contrary clause, whether printed or otherwise, and in particular the Buyer's general terms and conditions of purchase, which ATM GAMING has not expressly accepted in writing.
1.2. Application
The pricing and general terms and conditions of sale set out below, applicable in metropolitan France, are sent or provided to the customer to enable them to place an order. Consequently, any order placed with the Company necessarily implies, as an essential and determining condition, the unreserved and full acceptance of these terms and conditions by the Customer.
1.3. Non-Waiver
The fact that the Company does not invoke any of these general terms and conditions or the specific terms of the order at any given time shall not be interpreted by the Customer as a waiver by the Company of its right to invoke them.
1.4. Outstanding Balance and Overdraft
The Company, which shall not be bound in any way by the level of outstanding balance that may have been indicated to the Customer, reserves the right, at any time, depending on the risks incurred, to set a limit on the Customer's overdraft and to adjust the payment terms and method.
1.5. Minimum Order and Discounts
Minimum order requirements and special pricing shall be subject to specific commercial agreements between the Company and the Buyer.
2. ORDERS
Orders must be placed in writing and shall only become final upon their acceptance by the Company by any written means. The minimum order is 1 box of 6 units.
3. DELIVERIES
3.1. Delivery Timeframes
Delivery timeframes, which are given as an indication in the specific terms and conditions of sale, do not constitute binding deadlines and shall not, under any circumstances, engage the liability of the Company.
3.2. Delivery Terms
Delivery shall be made to the location indicated by the Customer. Any subsequent modification of this location must be notified by the Customer subject to a 72-hour notice period (to be understood as working days), at the Customer's sole expense.
3.3. Transfer of Risk
The transfer of risk occurs upon departure from the warehouses used by the Company, with the goods therefore travelling at the Customer's own risk and peril.
3.4. Claims
Claims relating to transport, quantity, or quality must be made in the presence of the carrier or the Customer's representative and recorded in writing on the delivery note or the carrier's receipt.
3.5. Return of Goods
In the event of an apparent defect or non-conformity of the goods received by the Customer, and subject to prior written return authorisation granted by the Company, the Customer may obtain free replacement of the returned goods, to the exclusion of any compensation or damages.
4. INVOICING
Invoices are issued at the rate in effect on the day the order is entered (VAT excluded). Free delivery rates apply from 250 € excluding VAT net invoiced to a single delivery location in all departments of metropolitan France (excluding overseas departments and territories). For Belgium and Switzerland, the free delivery threshold is 290 € excluding VAT, unless a derogatory agreement has been agreed with the Customer.
5. COMMERCIAL COOPERATION AND OTHER OBLIGATIONS
The Company ATM GAMING may be required to remunerate commercial cooperation services or be liable for other obligations related to the framework agreement, rendered by the Customer, and falling within the scope of Articles L. 441-7 I and L. 441-7-1 I of the French Commercial Code.
6. TERMS AND CONDITIONS OF PAYMENT
6.1. Payment Terms
Payment of invoices must be made by the agreed due date, as indicated on the last page of the invoices. No discount shall be granted. Any payment by set-off is excluded.
6.2. Late Payment
Failure to make payment by the agreed date shall automatically result in the immediate enforceability of all remaining outstanding instalments and the requirement for payment upon delivery of any subsequent order.
7. RETENTION OF TITLE
7.1. Retention of Ownership
Unless prior written notice is given by the Company to the Customer before the delivery of each order, it is agreed that the Company retains ownership of the sold goods until full and effective payment of the entire price has been received.
7.2. Risks
The Customer shall bear, from the time of departure from the warehouses used by the Company, all risks relating to the goods, including loss and deterioration.
8. QUALITY GUARANTEE
The goods must be stored immediately upon delivery in compliance with all applicable safety standards.
9. SPARE PARTS
As part of its after-sales service and to the best of its ability, ATM GAMING shall ensure the availability of spare parts essential to the use of the sold games for a period of 5 years following the last market release of the relevant reference.
10. RESALE AND DISTRIBUTION RESTRICTIONS
10.1. Authorised Points of Sale
The Buyer is authorised to resell ATM GAMING products exclusively through their own physical points of sale and/or on their own website, provided that such website is an official commercial website operated in their own name.
10.2. Marketplace Restrictions
Unless prior written consent has been obtained from ATM GAMING, the resale of products on online marketplaces (such as Amazon, Cdiscount, Rakuten, Carrefour marketplace, Fnac.com, eBay, Vinted, etc.) is strictly prohibited.
10.3. Distribution Restrictions
The Buyer may not assign or resell ATM GAMING products to distributors, resellers, or any other third-party entity without the prior written consent of ATM GAMING.
10.4. Sanctions
In the event of non-compliance with these provisions, ATM GAMING reserves the right to:
Suspend or cancel any pending order
Terminate the commercial relationship with the Buyer, without compensation
Initiate any necessary legal action to put an end to such practices and obtain redress for the damage suffered
11. HARDSHIP
The parties expressly exclude the legal regime of hardship as provided for in Article 1195 of the French Civil Code for all sale transactions of the Company's products to the Buyer.
12. SPECIFIC PERFORMANCE
By derogation from the provisions of Article 1221 of the French Civil Code, the parties agree that in the event of a breach by either Party of its obligations, the non-defaulting Party may not demand specific performance.
13. PROPORTIONAL REDUCTION OF PRICE
By derogation from the provisions of Article 1223 of the French Civil Code, the parties agree that in the event of a breach by either Party of its obligations, the non-defaulting Party may not accept imperfect performance of the contract and request a proportional reduction of the price.
14. PLEA OF NON-PERFORMANCE
By derogation from the provisions of Articles 1219 and 1220 of the French Civil Code, the parties agree that in the event of a breach by either Party of its obligations, the non-defaulting Party may not refuse to perform its own obligation.
15. FORCE MAJEURE
The parties shall not be held liable if the non-performance or delay in the performance of their obligations results from a case of force majeure, within the meaning of Article 1218 of the French Civil Code.
16. TERMINATION CLAUSE
These terms and conditions may be terminated at the discretion of the aggrieved party in the event of non-compliance by either party with the following obligations:
Non-payment of the price by the Customer by the due date
Non-compliance by the Customer with its retention of title obligations
The manifestly repeated occurrence of total or partial non-performance
17. JURISDICTION AND APPLICABLE LAW
Any dispute between ATM GAMING and its Customer shall fall under the exclusive jurisdiction of the Commercial Court of the location of ATM GAMING's registered office. French law shall be the sole applicable law.
18. INTELLECTUAL AND INDUSTRIAL PROPERTY
The name ATM GAMING, the ATM GAMING logo, the corporate name ATM GAMING, the trademarks, domain names, products, software, digital applications, databases, and ATM GAMING games are and shall remain the exclusive property of ATM GAMING.
19. PROMOTIONAL OPERATIONS
ATM GAMING reserves the right to organise promotional operations limited exclusively to customers working directly with it.
20. VALIDITY OF THE GENERAL TERMS AND CONDITIONS OF SALE
The nullity or ineffectiveness of any one of the clauses of these general terms and conditions of sale shall not prejudice the validity of the remaining clauses.
21. EVIDENCE AGREEMENT
The Buyer accepts the use of electronic messaging for the transmission of information relating to the conclusion or performance of these terms and conditions.
22. CUSTOMER ACCEPTANCE
These General Terms and Conditions of Sale, together with the pricing and discount schedules attached hereto, are expressly agreed and accepted by the Buyer, who declares and acknowledges having full knowledge thereof.