HUMMBOX SOIL & WEATHER

1. Object and scope of the offer

The Company GREENCITYZEN SAS with capital of 18 227€, 223 rue d’Endoume 13007 Marseille FRANCE, RCS 812 754 000 RCS Marseille, taken in the person of its legal representative in exercise (hereinafter "GREENCITYZEN") proposes solutions of networks of connected sensors for the monitoring of industrial equipment, water, air and soil management.

These general conditions of sale constitute the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which the Company GREENCITYZEN, provides to the professional buyers ("The Clients or the Customer") who ask it, via the GREENCITYZEN website, by direct contact or via a support the products described on the GREENCITYZEN website and / or in paper form ("The Products"). They apply without restriction or reservation to all sales made by GREENCITYZEN to buyers of the same category, whatever the clauses that may appear on the Customer's documents, and in particular its general conditions of purchase.

These General Terms and Conditions of Sale are systematically communicated to any Customer who requests them, to allow him to place an order with GREENCITYZEN and can be consulted on the GREENCITYZEN website

Any order of Products implies, on behalf of the Customer, the acceptance of the present General Conditions of Sale.

The information contained in the GREENCITYZEN catalogs, brochures and tariffs is given for information only and is subject to revision at any time. The GREENCITYZEN Company is entitled to make any modifications it deems useful.

In accordance with the regulations in force, GREENCITYZEN reserves the right to derogate from certain clauses of the present General Conditions of Sale, according to the negotiations conducted with the Customer, by the establishment of Special Terms of Sale

2. Definitions

Product: means all hardware and / or software, including spare parts, offered for sale by GREENCITYZEN.

Consumable: means any accessory, usually for single use, necessary for the use of the Product (ex: battery, connectors, mounting system, SIM card, etc.)

Service: means any recurring or non-recurring service provision, such as, for example, a personalized maintenance service, access to a server for the provision of power consumption data, access to a network, etc.

Identifiers: refers to both the user's own identifier and 'login identifier', communicated after registration to the service.

3. Terms of order

The main features of the Products are presented on the GREENCITYZEN website. The Customer is required to read it before placing an order. The choice and purchase of a Product is the sole responsibility of the Customer.

The Customer agrees to verify the accuracy of the information provided on the quote and to report any changes to be made.

Any change of order will be subject to prior acceptance of GREENCITYZEN.

Orders must be confirmed in writing, by means of a purchase order duly signed by the Customer. The purchase order, dated and signed by the Customer, must contain at least the following information: the reference and the characteristics of the offer transmitted by GREENCITYZEN, an order number, the precise designation of the content and the prices, the billing address, delivery address, name, quality and contact details (e-mail and telephone) of the signatory. If applicable, indicate the name, the quality and the contact details (e-mail and telephone) of the user to whom the Identifiers will be addressed.

The order form must be sent to the following address: GREENCITYZEN, 68 rue Sainte, 13001 MARSEILLE France.

The contract is perfect only after express acceptance in writing of the Customer's order, by GREENCITYZEN, who will ensure, in particular, the availability of the requested products.

Any order partially delivered or realized will not be able to be canceled without written agreement of GREENCITYZEN

Any cancellation of the order will result in the payment by the Customer of compensation of twenty (20) per cent of the total amount of the invoice, increased to sixty (60) per cent if the order has already been placed in the manufacturing circuit.

For orders of less than five hundred (500) euros excluding taxes, order processing fees will be applied up to one hundred and fifty (150) euros excluding taxes.

GREENCITYZEN reserves the right to withdraw, at any time, the Products or Service from the sale or to evolve its range of Products and Services. The life cycle of GREENCITYZEN Products can be consulted www.greencityzen.com

Prepayment is required for the first transaction - between the customer and GREENCITYZEN. This first payment will be made by bank transfer - before shipping the products. The payment of the order will be made either by transfer SWIFT or PAYPAL. Export charges, special packaging, taxes and bank charges are the responsibility of the customer.

4. Delivery

GREENCITYZEN will deliver before the actual date of delivery, the technical notice containing all the explanations for the installation of the rented or purchased Product.

The delivery times indicated during the confirmation of the order are indicative unless GREENCITYZEN expressly agrees to a firm deadline.

 Delivery times run from the latest of the following dates:

(i) unreserved acceptance of the order by GREENCITYZEN;

(ii) receipt by GREENCITYZEN of certain information at the Customer's expense which would condition the execution of the order.

 

Unless otherwise stipulated in the particular commercial proposal addressed to the Customer, delivery of the Products means for ordinary packaging, from the premises of GREENCITYZEN or its partners, excluding taxes and customs duties. The transport remains at the expense and risk of the Customer. Delivery will be made at the delivery location indicated on the order form.

It is the responsibility of the Customer to check the condition of the packages and Products upon their arrival at the delivery address and to exercise, possibly, the recourse against the carrier in the legal forms and deadlines.

In the absence of reservations expressly expressed in writing and accompanied by the delivery note, by the Customer, within 5 days of delivery, the delivered products will be deemed to comply in quantity and quality with the order. No claim can be validly accepted in case of non-compliance with these formalities by the Customer.

GREENCITYZEN reserves, until full payment of the price by the Customer, a right of ownership over the Products sold, allowing him to repossess such Products. Any deposit paid by the Client will be retained by GREENCITYZEN as a lump sum indemnity, without prejudice to any other actions that he would be entitled to bring against the Client.

On the other hand, the risk of loss and deterioration will be transferred to the Customer upon delivery of the products ordered.

GREENCITYZEN reserves the right to make partial deliveries and therefore partial invoices in line with deliveries.

5. Rates and payment terms of the Products

The Products are supplied at GREENCITYZEN rates in effect on the day of placing the order and, where applicable, in the specific commercial proposal sent to the Customer. These rates are firm and non-revisable during their period of validity, as indicated by GREENCITYZEN.

All our offers and prices are in Euros (€), VAT and other taxes not included. Any increase in VAT or the appearance of new taxes that would be imposed between the time of the order and the time of delivery, will be borne by the customer.

Unless otherwise stipulated and written in any special conditions indicated in our commercial offer, our prices are EX-Works (EXW: Incoterm 2000 CCI Paris standard) of the address 68 Rue Sainte 13001 Marseille France of GREENCITYZEN.

If the customer wishes the organization of the transport by GREENCITYZEN, the transport costs will be invoiced in addition. Responsibility for transport remains the responsibility of the customer..

Special pricing conditions may be applied depending on the specificities requested by the Customer concerning, in particular, terms and delivery times, or deadlines and terms of payment. A special commercial offer will then be sent to the Customer by GREENCITYZEN.

Unless otherwise agreed, a deposit equal to 50% of the total purchase price of the aforementioned Products is required when placing the order.

The balance of the price is payable in immediately on the day of delivery.

In the event of cancellation of the order by the Customer after its acceptance by GREENCITYZEN less than 15 days at least before the scheduled date for the supply of the Products ordered, for any reason except force majeure, the deposit paid to the order, as defined in article 5 of these General Conditions of Sale will automatically be acquired by GREENCITYZEN and will not give rise to any refund.

Payments will be made by bank transfer payable to GREENCITYZEN.

Payments made by the Customer will only be considered final after actual receipt of the amounts due to GREENCITYZEN.

6. Late payment

Except in case of delayed request and granted by GREENCITYZEN, in the event of late payment, the Customer will be required to pay a late penalty calculated by application to the amounts due, with an interest equal to three (3) times the rate. Legal interest, in addition to the lump-sum indemnity of 40€ due for recovery costs. Interest on late payment will automatically be automatically acquired by GREENCITYZEN, without any formality or formal notice and without prejudice to any other action that GREENCITYZEN would be entitled to bring against the Client in this respect.

If GREENCITYZEN were to entrust the recovery of its debt to a third party, the Customer would be liable, in addition to this late payment interest, the reimbursement of costs and fees incurred.

In addition, GREENCITYZEN reserves the right to suspend the performance of its own obligations until full payment of the amounts due.

7. Discounts, rebates

The Customer may benefit from the discounts and rebates listed in GREENCITYZEN rates, depending on the quantities purchased by the Customer at one time, or the regularity of his orders.

8. Intellectual property and confidentiality

The making available to the Customer by GREENCITYZEN of its Products or Services does not entail any assignment or grant of the Intellectual Property rights held by GREENCITYZEN to the Customer.

The technology and know-how, whether patented or not, incorporated in the Products as well as all the intellectual and industrial property rights relating to the Products, are and remain the exclusive property of GREENCITYZEN and any information relating thereto must be considered by the Customer. as strictly confidential, including those contained in the plans and documents eventually given to it. Consequently, the Customer is prohibited from communicating them to any third party without written authorization from GREENCITYZEN.

9. Product Warranty

GREENCITYZEN warrants its Products for a period of 24 months against hidden defects. The warranty only applies to Products that have become the property of the Customer in accordance with Article 4. It is excluded if the Customer has used the Products under conditions of use or performance not foreseen. This warranty only applies to hidden defects. The hidden defect is a defect of realization of the product rendering it unfit for its use and not likely to be detected by the Customer before its use.

Consumables are excluded from the warranty.

The guarantee applies to the following conditions:

The defect renders to an important extent the Product unfit for the use for which it is intended.

The Product has been properly installed and mounted. The Product is used under normal conditions; the warranty does not apply if used under abnormal or special conditions and especially in case of poor maintenance.

Any attempt to modify the software or the Product, dismantling or repairing the material made by a person not authorized by GREENCITYZEN is a cause of immediate and irreversible breach of warranty.

The responsibility of GREENCITYZEN cannot be engaged:

- In case of use not in accordance with the documentation of the Products by the Customer;

- In case of damage occurring during the transportation of the Product by the Customer or under the responsibility of the Customer;

- In case of modification or alteration of the Product not validated by GREENCITYZEN;

- In case of deterioration by a third party;

- In case of force majeure, as defined in Article 11.

To invoke the warranty, the Customer must notify GREENCITYZEN online technical support (www.greencityzen.fr) within a period not exceeding 15 days from the date of default. Any complaint must include precise details on the use of the products allowing GREENCITYZEN to seek a solution.

The warranty is limited to the choice of GREENCITYZEN, either by the free repair (parts and labor) or by the replacement of the defective equipments to the exclusion of the resolution of the sale and all types of damages and all direct and indirect costs related to the performance of the guarantee.

The return transport of equipment for repair or replacement is the responsibility of the Customer.

Prior to any return of the Product, the Customer must request authorization and a return number from GREENCITYZEN (RMA). This condition is imperative to allow correct processing and regularization. Products must be returned in their original undamaged packaging and accompanied by the return number and the invoice of the products within 5 days from the date of creation of the return.

The warranty covers the cost of repair, ie replacement of parts, labor, and transportation costs of the Products. In no case does the warranty cover the costs of the on-site research of the defective part, disassembly and reassembly of the Product in its environment. This warranty does not apply in the event of a defect resulting from use that does not comply with the GREENCITYZEN requirements or, in the absence of such requirements, from failure to comply with the installation and / or connection instructions.

The warranty is exercised at the choice of GREENCITYZEN, either by the provision to the Customer of a new or refurbished replacement Product, or by the repair of the Product concerned in the GREENCITYZEN workshops. Defective parts or Products are then returned to GREENCITYZEN at the Customer's expense within a maximum of thirty (30) days from the occurrence of the defect.

In order to invoke the benefit of this guarantee, the Customer must notify GREENCITYZEN of the defects that it attributes to the Products as soon as the malfunctions manifest themselves, and provide all justifications as to the reality of these. It must give GREENCITYZEN every facility to proceed to the detection of these defects and to remedy them; in addition, without the express agreement of GREENCITYZEN, he must abstain from performing or having repaired by a third party.

10. Optional Services

10.1 Object of the Service

GREENCITYZEN may consent to the Customer, via a web application, the provision of data and alerts defined in the product specification (sensors, battery level) on its server over the Internet or any other telecommunication network.

The Service includes network access, application hosting, data archiving for eighteen months, application maintenance and security of access. The main features of the Services are presented on the GREENCITYZEN website and / or in hard copy. The Customer is required to read it before placing an order. The choice and purchase of services is the sole responsibility of the Customer. The Customer acknowledges having verified the adequacy of the service to his needs and having received GREENCITYZEN all the information and advice he needed to subscribe to this service.

Access to the server may be occasionally interrupted by breakdowns or temporarily suspended due to maintenance actions necessary for the proper functioning of the Service or servers of GREENCITYZEN. In the event that an emergency intervention is necessary, GREENCITYZEN reserves the right to interrupt access to the server, whatever the time and duration of intervention. GREENCITYZEN is free to provide, without informing the Customer in advance, technical changes, updates or changes in applications.

10.2 Service order

Orders must be confirmed in writing, by means of a purchase order duly signed by the Customer. The purchase order, dated and signed by the Customer, must contain at least the following information: the reference and the characteristics of the offer transmitted by GREENCITYZEN, an order number, the precise designation of the content and the prices, the billing address, delivery address, name, quality and contact details (e-mail and telephone) of the signatory. If applicable, indicate the name, the quality and the contact details (e-mail and telephone) of the user to whom the Identifiers will be addressed.

The order form must be sent to the following address: GREENCITYZEN, 68 rue Sainte 13001 MARSEILLE France.

The contract is perfect only after express acceptance in writing of the Customer's order, by GREENCITYZEN,

10.3 Service delivery

To access the applications available on the server, GREENCITYZEN communicates to the Customer an identifier and an internet link to create his account. It is worth the date of delivery of the service. It is up to the Client to define the members of his staff who will be authorized to use this service and who undertake not to communicate them and assumes any consequences resulting from the non-respect of the confidentiality of these data.

10.4 Duration of Service

Unless otherwise stipulated in the particular commercial proposal sent to the Client as a result of a commercial negotiation, the Service is subscribed for a minimum period of one year from the delivery of the service, renewable by tacit agreement for a period of same duration, unless one of the parties has written to the other party by registered letter with acknowledgment of receipt requested at least 3 months before the expiry of the current contractual period.

In the event of non-termination, a new invoice will be issued automatically on the anniversary date of availability of the service. The Customer must make the payment no later than 30 days after issuing the invoice. In case of non-payment on time the service will be immediately interrupted and contract terminated. The saved historical data will be erased.

10.5 Rates and payment terms of the Service

The Service is provided at the rates in effect on the day of placing the order and, where applicable, in the specific commercial proposal sent to the Customer. These rates are firm and non-revisable during their period of validity, as indicated by GREENCITYZEN.

All our offers and prices are in Euros (€), VAT and other taxes not included. Any increase in VAT or the appearance of new taxes that would be imposed between the time of the order and the time of delivery, will be borne by the customer.

The price is payable in full and in one payment within 30 days from the date of issue of the invoice. Unless otherwise stipulated in the particular commercial proposal to the Customer resulting from a commercial negotiation, the Service is payable annually.

Payments will be made by bank transfer payable to GREENCITYZEN.

Payments made by the Customer will only be considered final after actual receipt of the amounts due to GREENCITYZEN

Except in case of delayed request and granted by GREENCITYZEN, in the event of late payment, the Customer will be required to pay a late penalty calculated by application to the amounts due, with an interest equal to three (3) times the rate. Legal interest, in addition to the lump-sum indemnity of 40€ due for recovery costs. Interest on late payment will automatically be automatically acquired by GREENCITYZEN, without any formality or formal notice and without prejudice to any other action that GREENCITYZEN would be entitled to bring against the Client in this respect.

If GREENCITYZEN were to entrust the recovery of its debt to a third party, the Customer would be liable, in addition to this late payment interest, the reimbursement of costs and fees incurred.

In addition, GREENCITYZEN reserves the right to suspend the performance of its own obligations until full payment of the amounts due.

10.6 Termination of the Service

In case of non-compliance by one or other of the parties, the contract may be terminated at the option of the injured party. It is expressly understood that this termination will take place automatically, 30 (thirty) days after the sending of a formal notice to execute, remained in whole or in part without effect. The formal notice must be notified by registered letter with acknowledgment of receipt.

The data will be erased upon termination of the service.

GREENCITYZEN undertakes to provide all the care and diligence necessary for the delivery of the Products and Services in accordance with the practices and rules of the art of the profession. In addition to the events usually accepted by French case law in the event of force majeure, GREENCITYZEN's obligation regarding the delivery of the Product will be automatically suspended in the event of events beyond the express control of GREENCITYZEN or its suppliers, preventing the normal execution of delivery, such as: strike, war, embargo, fire, flood, earthquakes, power failure, blocking of computer networks, interruption or delay in transport or supplies of raw material, energy or components .

GREENCITYZEN noting the event shall promptly inform the other party of its inability to perform its service and justify it to it. The suspension of the obligations cannot in any case be a cause of responsibility for non-performance of the obligation in question, nor to induce the payment of damages and interests or penalties of delay.

However, upon the cessation of the cause of the suspension of its obligation, the parties will make every effort to resume as soon as possible the normal performance of their contractual obligations. For this purpose, the party prevented will notify the other of the resumption of his obligation by registered letter with acknowledgment of receipt.

The Customer undertakes to take all necessary precautions to avoid disrupting the proper functioning of the energy meters (electricity, gas, etc.) and not to hide the reading of the consumption indices. GREENCITYZEN cannot be held responsible for any deterioration of equipment such as, for example, energy meters or sub-meters, on which the Products are installed or connected.

The Customer must ensure that the site and the environment comply with the instructions in the technical instructions provided by GREENCITYZEN, so that the Product can be installed according to its purpose. Customer will use the Product in accordance with its purpose and the user manuals provided by GREENCITYZEN.

The customer acknowledges that GREENCITYZEN, apart from the warranty liability described in paragraph 9, assumes no other direct or indirect liability. Consequently, GREENCITYZEN is not liable for any damages for accidents to persons, damage to property, loss of profits, loss of production, profit, income or time or any other damage resulting directly or indirectly from any defects Products, software and services of GREENCITYZEN or the use of these.

In case of export, the customer agrees to check the conformity of the products ordered with the local legislation in force, including without limitation, commercial restrictions of certain products to certain countries, possible export restrictions potential dual-use products as well as current radio frequency standards. The customer is solely responsible for any possible violations of the export / import rules.

12. Protection of Personal Data

GREENCITYZEN respects the privacy of its users and Customers and undertakes that all the Information it collects, in particular regarding the use by the Customer of the website to request information or to buy or obtain a GREENCITYZEN Product (subscription, registration to an event organized by the company) to identify the latter are considered confidential information. The information collected on this site is processed by the company GREENCITYZEN, sis 68 Rue Sainte 13001 Marseille France, controller for the management of your requests, orders, registrations and your subscriptions. The collection of Customer information is essential to the provision of our services and the management of subscriptions. The refusal to consent to the processing of his personal data would prevent the execution of these services. If the Customer has consented to his registration, subscription or, once registered or subscriber, by changing his personal information online, his information may also be used for the establishment of a client file for commercial prospecting purposes.The personal information is kept during the legal period of retention and is intended for the persons necessary for their treatment within the company as well as to subcontractors as soon as the contract signed between the subcontractors and the person in charge of the processing makes mention of the obligations of subcontractors with regard to the protection of safety and the confidentiality of data (Article 28 of the EU 2016/679 EU Personal Data Protection Regulation) and in particular specifies the security objectives to be achieved.

The providers intervening on the Site on behalf of GREENCITYZEN can have access or communication of all or part of this information because of the services performed. In this case, GREENCITYZEN undertakes to ensure an adequate level of protection for your data.

The service providers with whom GREENCITYZEN works for the management of orders and subscriptions as well as for the execution of certain services that GREENCITYZEN offers (billing, payment, collection, customer satisfaction, etc ...) for the purposes mentioned above, and only in the limit necessary for the accomplishment of the tasks entrusted to them. These service providers may be required to contact the Customer directly from the contact details he has provided. GREENCITYZEN strictly requires its service providers to use the personal data of Customers only to manage the services it requires them to provide. GREENCITYZEN also asks these service providers to always act in accordance with applicable laws regarding the protection of personal data and to pay particular attention to the confidentiality and security of this data.

In accordance with the European Regulation on the Protection of Personal Data UE 2016/679 (RGPD), the Customer may exercise his right of access to data concerning him, rectification, erasure, request a limitation of treatment, oppose it or request portability by contacting: infro@greencityzen.fr. The Customer is also entitled to lodge a complaint with the CNIL. Consent to the processing of personal data is an obligation of the RGPD, before offering a subscription, the Customer must ensure that the person concerned agrees to communicate his email address and postal address to GREENCITYZEN.

13. Tolerances

It is formally agreed that any tolerance or waiver of any of the parties, in the application of all or part of the commitments provided herein, whatever may be the frequency and duration thereof, cannot be a modification of these, nor generate any right.

14. Mediation

Disputes that may arise concerning the validity, interpretation, performance or non-performance, interruption or termination of these presents, shall be submitted before the implementation of the Arbitration procedure, mediated under the aegis of the Grand Sud section of the European Court of Arbitration and Mediation, which will be seized by email and in the absence of acknowledgment of receipt by registered letter to the address below. The Client accepts that this mediation is subject to the rules of procedure of the CEAM which can be consulted at the following address: www.cour-europe-arbitrage.org

15. Arbitration clause

In the event of failure of mediation, all disputes relating to the validity, interpretation, performance or non-performance, interruption or termination of the obligation to avail of an arbitration under the aegis of the southern section of the European Court of Arbitration according to the arbitration rules on the date of filing of the application, which can be consulted at the following address: www.cour-europe-arbitrage.org , of which membership of this clause constitutes acceptance. The Southern Section of the European Court of Arbitration, which will be seized by e-mail and by default of acknowledgment of receipt by registered letter to the address below, will be in charge of the implementation of the regulation, with arbitration second degree. The language of the proceedings will be French, and the rules of law applicable to them are those of French law.

16.  Contact details of the Southern Section of the European Court of Arbitration

Any implementation of the mediation and arbitration procedure may be done by email, and in the absence of acknowledgment of receipt by registered letter with acknowledgment of receipt to the Registry's mailing address: Faculty of Law and Political Science of Nice , ECPRD - Southern Section of the European Court of Arbitration Avenue du Doyen-Louis-Trotabas (former Ave Robert Schuman), 06050 NICE Cedex 1. Telephone line: +33 (0) 4 92 15 70 11. E-mail addresses: ceagrandsud@unice.fr or grandsud@cour-europe-arbitrage.org