Terms and conditions of sale

Terms and conditions of sale applicable to sales between professionals. They govern all orders placed on the reseller portal of Napco Global SARL.

Preamble and scope

These Terms and Conditions of Sale (hereinafter the "T&Cs") apply exclusively to sales concluded between Napco Global SARL (hereinafter "the Seller") and buyers acting for professional purposes (hereinafter "the Reseller"), in the course of their commercial, industrial, craft or professional activity.

The portal is reserved for professionals holding a reseller account approved by the Seller. It is in no way open to consumers within the meaning of the French Consumer Code. Sales to private individuals are covered by the sites bodyboardcenter.com , pridebodyboards.com, softboardcenter.com, governed by their own terms and conditions.

Any order implies the Reseller's unreserved acceptance of these T&Cs, which prevail over any general purchasing conditions of the Reseller, unless expressly agreed in writing by the Seller. The Seller reserves the right to amend these T&Cs at any time; the applicable conditions are those in force on the day the order is placed.

1- Identification of the Seller

Napco Global SARL, a limited liability company with a share capital of €220,000, whose registered office is located at 876 avenue des Rémouleurs, 40150 Soorts-Hossegor, France, registered with the Bayonne Trade and Companies Register under number 501 752 893, intra-Community VAT number FR 81 501 752 893, represented by Mr Frédéric Bouchet.

Telephone: +33 (0)6 32 18 79 66 — Email: contact@napcoglobal.com.

2- Reseller account and access to the portal

The portal has no online registration: accounts are opened by the Seller, on request, after verification of the applicant's professional activity. The Seller reserves the right to refuse or revoke access, without having to give reasons for its decision.

The Reseller may be asked to provide any supporting document relating to its activity (company registration extract or equivalent, intra-Community VAT number, SIRET number). It warrants the accuracy of the information provided and undertakes to report any change without delay.

Login credentials are strictly personal and confidential. The Reseller is solely responsible for keeping them safe and for any order placed from its account. It shall inform the Seller without delay of any unauthorised use.

3- Confidentiality of prices

The prices, discounts, commercial terms and documents available from the portal are strictly confidential. The Reseller undertakes not to disclose them to third parties, publish them or reproduce them, in any form whatsoever, without the prior written agreement of the Seller.

4- Products

Products are offered subject to available stock. Descriptions, technical characteristics and photographs are provided for information only and with the greatest possible accuracy; they do not form part of the contract, and slight variations, in particular of shade or finish, cannot constitute a lack of conformity.

The Seller reserves the right to modify the composition of its range and the characteristics of its products at any time.

5- Prices

The prices shown on the portal are expressed in euros, excluding tax, ex warehouse, excluding shipping, packaging and insurance costs.

The applicable VAT is that in force on the invoicing date. For Resellers established in another Member State of the European Union and providing a valid intra-Community VAT number, the delivery is invoiced excluding tax pursuant to article 262 ter I of the French General Tax Code. For deliveries outside the European Union, customs duties, taxes and import formalities remain the exclusive responsibility of the Reseller.

Prices may be changed without notice. The applicable price is the one displayed when the order is confirmed.

6- Orders

All orders are placed directly on the portal. An order is final only after written confirmation by the Seller.

Minimum order value: No minimum order.

The Seller reserves the right to refuse or suspend any order, in particular in the event of a previous dispute, late payment, exceeding of the authorised outstanding balance, unavailability of the product, or legitimate grounds relating to the Reseller's solvency.

Any request to modify or cancel a confirmed order must be sent in writing and is effective only after written acceptance by the Seller.

7- Payment

7.1 Payment terms

Accepted means of payment: BANK TRANSFER / BILL OF EXCHANGE (LCR)

Payment terms and periods: To be negotiated at the pre-order stage or when the account is opened. In accordance with article L441-10 of the French Commercial Code, the agreed period may not exceed sixty days from the date the invoice is issued, or forty-five days end of month if this derogation is expressly stipulated in the contract.

Unless otherwise agreed in writing, a Reseller's first order is payable in cash.

7.2 Late payment

Any late payment automatically gives rise, without prior formal notice, to late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus ten percentage points.

To this is added a fixed recovery fee indemnity of €40 per unpaid invoice (articles L441-10 and D441-5 of the French Commercial Code). Where the recovery costs incurred exceed this fixed amount, the Seller may claim additional compensation on presentation of supporting documents.

Late payment of a single instalment renders all sums due immediately payable, whatever the agreed terms, and entitles the Seller to suspend any order in progress.

No discount is granted for early payment, unless otherwise stated on the invoice.

8- Retention of title

The products delivered remain the property of the Seller until their price has been paid in full, in principal, interest and incidentals. Failure to pay on the due date entitles the Seller to reclaim the products and to demand their immediate return, at the Reseller's cost and risk.

Notwithstanding this retention of title, the transfer of risk of loss of and damage to the products takes place as soon as they are handed over to the carrier. The Reseller therefore undertakes to insure the products held subject to retention of title and to keep them in good condition.

9- Delivery

9.1 Lead times

Delivery times are given for information only. Exceeding a lead time cannot give rise to cancellation of the order, to withholding of payment, or to the payment of damages, unless expressly agreed in writing by the Seller.

Dispatch times and arrangements: 1 to 2 days depending on the size of the order.

9.2 Shipping costs and free carriage

Shipping costs and free-carriage threshold: shipping costs are settled when the quotation is drawn up, and not calculated automatically when the order is placed. They represent 5% to 10% of the amount excluding tax of the order, depending on the destination. Free-carriage threshold: to be negotiated at the pre-order stage.

9.3 Receipt and reservations

It is the Reseller's responsibility to check the goods on receipt, in the presence of the carrier, and to record precise, written and reasoned reservations on the delivery note in the event of damage, shortage or a damaged parcel.

In accordance with article L133-3 of the French Commercial Code, these reservations must be confirmed to the carrier by extrajudicial document or by registered letter within three days of receipt, excluding public holidays. A copy must be sent to the Seller at the same time. Failing this, no claim can be taken into account.

Any claim concerning an apparent non-conformity or a shortage must be sent to the Seller in writing within eight days of receipt.

10- Returns and exchanges

The right of withdrawal provided for in article L221-18 of the French Consumer Code is reserved for consumers and does not apply to sales governed by these T&Cs.

No return may be made without the prior written agreement of the Seller and the allocation of a return number. Products returned without prior agreement will be refused and held at the Reseller's disposal, at the Reseller's cost and risk.

The products must be returned in their original packaging, complete, in new condition and in perfect resale condition. The costs and risks of the return are borne by the Reseller, except where the return results from an error by the Seller or from a non-conforming product.

Specific return conditions and any discount on products taken back for convenience: to be negotiated with the sales manager.

11- Guarantees

The products benefit from the legal guarantee against hidden defects provided for in articles 1641 et seq. of the French Civil Code. The legal guarantee of conformity of articles L217-3 et seq. of the Consumer Code, reserved for consumers, does not apply between professionals.

Excluded from any guarantee are: normal wear and tear, damage resulting from abnormal use, from a lack of maintenance, from unsuitable storage, from prolonged exposure to the sun or to heat, from a repair or modification carried out by the Reseller or a third party, as well as damage arising from transport that has not been the subject of the reservations provided for in article 9.3.

The guarantee is limited, at the Seller's choice, to the replacement, repair or refund of the defective product, to the exclusion of any other compensation.

12- Liability

The Seller's liability is limited to direct and foreseeable damage suffered by the Reseller. It may not exceed the amount excluding tax of the order concerned. Indirect damage is expressly excluded, in particular loss of operations, loss of turnover, loss of customers and damage to image.

13- Intellectual property and use of trademarks

The trademarks, logos, visuals, descriptions and content made available on the portal remain the exclusive property of the Seller or of its licensors.

The Seller grants the Reseller, for the sole duration of the commercial relationship, a non-exclusive and non-transferable right to use the trademarks and product visuals, for the sole purpose of marketing those products. This right excludes any modification of the trademarks and visuals, any filing of a trademark or domain name reproducing the Seller's signs, and any use likely to damage their image.

Conditions for resale online and on marketplaces: to be discussed beforehand with the sales department.

14- Personal data

The data collected in the course of the commercial relationship is processed by Napco Global SARL, as data controller, for the purposes of managing reseller accounts, orders, invoicing and debt recovery. It is kept for the duration of the commercial relationship, plus the statutory accounting and tax retention periods.

In accordance with Regulation (EU) 2016/679 and French Act no. 78-17 of 6 January 1978 as amended, the Reseller and its staff have a right of access, rectification, erasure, restriction, objection and portability, which may be exercised at the address contact@napcoglobal.com. They may lodge a complaint with the French data protection authority (CNIL).

Details of the processing operations are set out in the portal's privacy policy.

15- Force majeure

The Seller cannot be held liable for the non-performance of its obligations in the event of force majeure within the meaning of article 1218 of the French Civil Code, in particular in the event of a natural disaster, fire, epidemic, armed conflict, strike, blocking of means of transport, supply disruption or failure of a supplier.

16- Termination and termination clause

In the event of a breach by the Reseller of any of its obligations, in particular payment obligations, the Seller may, fifteen days after a formal notice has remained without effect, automatically terminate the sale and suspend access to the portal, without prejudice to any damages.

17- Miscellaneous provisions

The fact that the Seller does not rely on one of these clauses at a given time cannot be regarded as a waiver of its right to rely on it later. The possible invalidity of a clause does not affect the validity of the other provisions.

These T&Cs do not confer on the Reseller any territorial exclusivity, any mandate, or any representation of the Seller.

18- Applicable law and competent jurisdiction

These T&Cs are governed by French law. The reference language is French; in the event of any discrepancy between the translated versions, the French version prevails.

Failing an amicable settlement, any dispute relating to their formation, interpretation or performance falls within the exclusive jurisdiction of the Commercial Court of Bayonne, including in the event of multiple defendants, third-party proceedings or urgent proceedings, in accordance with article 48 of the French Code of Civil Procedure.