Last update: May 2024

Article 1 : Scope of Application

1.1 - The Supplier carries out its activity within the Studiauly company, registered at the Registre du Commerce et des Sociétés de Saverne under the number 92781474900010, whose registered office is located at: Rue Des Forgerons, 67210 Valff, France.

1.2 - The Supplier is engaged in the activity indicated in the invoice description. Its contact details are indicated at the top of the invoice.

1.3 - These General Terms and Conditions of Sale apply exclusively to the performance of services to any individual or legal entity acting within the context of its professional activity (referred to as "the Customer"), to the exclusion of any other general or special terms and conditions issued by the Customer, except with the express, prior and written agreement of the Supplier. All other documents, in particular advertising, social networks, price lists, websites, are for information purposes only and are non-contractual.

1.4 - Studiauly reserves the right to modify these terms and conditions at any time and without prior notice. In case of modification of the General Terms and Conditions, the applicable General Terms and Conditions are those in force at the date of the order, acceptance of the quotation by the Customer, or the signing of the contract by the Customer.

1.5 - Acceptance of a quotation from the Supplier implies unreserved acceptance of these General Terms and Conditions. Likewise, the signing of any contract with the Supplier implies unreserved acceptance of these General Terms and Conditions.

1.6 - The Supplier's failure to enforce any clause of these General Terms and Conditions at a given time shall not constitute a waiver of its right to do so at a later date.

Article 2: Order and delivery

2.1 - An order can only be taken into account on receipt by the Supplier of either a contract signed by the Customer, or a definitive quotation including the Customer's acceptance materialised by his signature. Orders sent to the Supplier by the Customer are irrevocable for the Customer.

2.2 - In the absence of written indication to the contrary, quotations issued by the Supplier are only valid for a period of 30 working days. Once this period has expired, they become null and void, unless otherwise agreed by the Supplier.

2.3 - The Supplier provides the service(s) on the date or within the timeframe specified on the quotation or in the contract. However, these deadlines are only indicative. Any delay in performance not exceeding sixty (60) days shall not give rise to any claim for compensation by the Customer, nor to any request for rescission of the contract by the Customer.

Article 3 : Prices

3.1 - Prices quoted by the Supplier are in euros, exclusive of tax or inclusive of all taxes.

3.2 - No discount will be granted for early payment, unless expressly agreed otherwise in advance and in writing by the Supplier. For all sales contracts for the supply of service(s) concluded between the Supplier and the Customer, sums paid in advance constitute a deposit. In the case where the Customer withdraws from the order, the Supplier shall retain definitively the advance payment, unless the Customer demands continued performance of the contract. In the case where the Supplier be unable to carry out the order, he will return the down payment to the customer, to the exclusion of all other damages.

Article 4 : Payment

4.1 - Payments must be made by any means on receipt of invoice.

4.2 - In the case of payment by instalments, expressly accepted by the Supplier, non-payment of a single instalment on its due date will render the entire balance of the price immediately payable.

4.3 - In the case of late payment of any sum that has become due, the Supplier may, without prior formal notice, suspend the execution of the order until payment has been made, without the Customer being able to argue an unjustified refusal to sell, or claim any compensation whatsoever.

4.4 - In accordance with article L. 441-6 of the French Commercial Code, late payment penalties are due in the event of non-payment on the day following the payment date indicated on the invoice, without this clause precluding additional damages. The rate of these late payment penalties is set at 5% per month. The customer may never, on the grounds of a claim made by him, withhold all or part of the sums due, nor operate a compensation.

4.5 - In the case where the Supplier has to incur costs to recover the sums owed to it, it will be entitled to claim full reimbursement from the Customer, and the sum to be recovered will be increased by 10% of its amount exclusive of tax, as a lump-sum compensation.

Article 5 - Right to liberty and security

5.1 - The good(s) sold remain(s) the property of the Supplier until full payment of their price, even in the case of granted payment terms. Any clause to the contrary is deemed unwritten.

5.2 - Until the price has been paid in full, the Customer may not resell, transform or incorporate the goods sold.

5.3 - From the time of dispatch until full payment of the price, the Customer is constituted the depositary and guardian of the said goods.

Article 6 : Cancellation Clause

6.1 - In the case of non-payment of any sum due to the Supplier, at the Supplier's option, and unless the Supplier prefers to request execution of the order, the contract will be terminated ipso jure, without further formality, after a period of 30 days following formal notice, which has remained unsuccessful.

6.2 - If necessary, the Supplier may have such termination declared ipso jure by the summary proceedings judge of the competent court. The Customer shall be liable to reimburse the Supplier for all procedural costs incurred.

Article 7 : Responsibility

7.1 - The Supplier is subject only to an obligation of means. It may not be held liable in the case of non-performance or poor performance of the order attributable either to the Customer, or to the unforeseeable and insurmountable act of a third party outside the contract, or to a case of force majeure.

7.2 - The Supplier's liability, whatever the cause, is limited to the amount paid by the Customer for the order concerned.

7.3 - In particular, the Customer is not entitled to claim any compensation for indirect damage.

Article 8 : Jurisdiction and Applicable Law

8.1 - The contract is in accordance with French law, even if the Customer is domiciled outside France, regardless of where then services are performed.

8.2 - Any dispute relating to the formation, performance or termination of the contract, which cannot be settled amicably, will come under the exclusive jurisdiction of the Commercial Court of Saverne (France), even in the case of a third-party claim or multiple defendants. The attribution of jurisdiction is general and applies whether it is a main claim, an incidental claim, an action on the merits or a summary proceeding.