- The scope of the Terms of Sale
1.1 These OceanBRIGHT INC. LTD(CGV OCEANBRIGHT INC. LTD") are in their entirety applicable to all product sales offered by oceanBRIGHT INC. LTD (hereafter called OCEANBRIGHT INC. LTD) to a professional clientele (hereafter referred to as the "Client"). The product catalogue offered by OCEANBRIGHT INC. LTD to the Customer is available on the website www.fromhqb.com.
Seller identification
Commercial name : Oceanbright Inc. Ltd.comEmail : contact@fromhqb.comAdresse internet : www.fromhqb.com
OCEANBRIGHT INC. LTD is exclusively reserved for professional resellers and repair centers of High Tech products (mobile phone products, IT ...) with an open and active customer account. Recalled that any person who acts for purposes that is part of his professional activity and with a SIREN number is considered professional. Since oceanBRIGHT INC. LTD CGV is only applicable to sales made to a professional customer, there is no right of withdrawal for the benefit of the Customer.
1.2 Any order implies full and unqualified acceptance of the full stipulations of the CGV OCEANBRIGHT INC. LTD. and prevail over any other document that may come from the Client.
1.3 The applicable OCEANBRIGHT INC. LTD. CGV are those in effect on the day of the customer's validated order, in accordance with the terms and conditions set out in Article 3 of the CGV OCEANBRIGHT INC. LTD.
1.4 The current version of the CGV OCEANBRIGHT INC. LTD is permanently available.
1.5 OCEANBRIGHT INC. LTD reserves the ability to modify the CGV OCEANBRIGHT INC. LTD, at any time. It is up to the Customer to be aware of the CGV OCEANBRIGHT INC. LTD, which has been amended prior to the transfer of any new order, which is, as a matter of right, subject to the new CGV OCEANBRIGHT INC. LTD in force.
- Creating and using an OCEANBRIGHT INC. LTD User Account
2.1 Prior to placing an order, the Customer is required to create an account (hereafter, referred to as the "User Account"). For the purpose of creating the User Account, the Customer will be required to provide an online form and enter the following information: civility, first and last name and name of the structure, address of the establishment of the structure, SIRET number of the structure, NAF code of the structure, EORI account, professional e-mail and telephone, function and service within the structure , RIB, username and password.
2.2 Registration implies the express acceptance of the CGV OCEANBRIGHT INC. LTD. by the Customer. An email confirming the creation of the User Account will be sent to the Customer at the address indicated in the registration form.
2.3 The Customer prohibits himself from impersonating a third party, creating an account for anyone other than himself, providing an email address that he would not own, and creating multiple User Accounts. The Customer is solely responsible for his login and password and for any fraudulent use of the passwords.
In addition, if the Customer loses his ID and/or password, he will then have to contact OCEANBRIGHT INC. LTD via his User Account and follow all the instructions provided by OCEANBRIGHT INC. LTD.
2.4 OCEANBRIGHT INC. LTD reserves the right to prevent the use of the User Account, in cases a/ where the Customer provides incomplete, inaccurate or non-compliant information during the user account creation process and b/ where he does not place any orders over a period of 2 months or more.
- Placing an Order for Products
3.1 When the customer wishes to place his order he must use the online order form.
3.2 In any event, any order becomes firm and final only once accepted by OCEANBRIGHT INC. LTD and subject to the availability of the Products.
3.3 OCEANBRIGHT INC. LTD reserves the possibility of not following, in whole or in part, an order, for any reason, including a refusal of payment authorization by the banking agencies or in the event of non-payment.
3.4 The order is no longer subject to modification or cancellation after payment by the customer unless prior agreement is granted by OCEANBRIGHT INC. LTD.
- Rates
4.1 They are confidential and exclusively reserved for professionals.
4.2 Advertised prices are in euros (possibility to change currency according to the rate in force on the site) and excluding taxes, excluding transport costs and non-insurance which are extra. They agree to start warehouse and packaging included. In addition to these prices, there are various environmental contributions or taxes related to the importation of products into the destination country.
4.3 The applicable prices are those in effect on the date of the order. They can be changed at any time and without notice.
4.4 The applicable transport fares are those in effect on the date of the order. And after acceptance of the customer.
4.5 Where financial benefits are agreed on the basis of the turnover between OCEANBRIGHT INC. LTD and the Client, as described in the "loyalty" chapter of Oceanbright Inc. Ltd. the revenue used as a base corresponds to the tax-free sales actually collected by OCEANBRIGHT INC. LTD during the reference period.
4.6 If, after accepting a deferred payment between the parties, the payment did not occur within 45 days of receipt of the OCEANBRIGHT INC. LTD.
- Deliveries
5.1 Delivery deadlines and terms
5.1.1 Delivery times are reported by OCEANBRIGHT INC. LTD on the Site. They are given only as an indication. OCEANBRIGHT INC. LTD strives to best respect them.
5.1.2 Unless express, written and prior agreement between the Parties, transport and/or shipping operations are managed by OCEANBRIGHT INC.
5.1.3 The rates applied are those in effect on the date of the order and specified under "delivery." They are charged extra and indicated before or after order validation
5.2 . Transfer of risks
The transfer of risks occurs at the location agreed upon as part of the order confirmation, and at the time of delivery of the goods to the carrier designated by the customer, the designation of the carrier may be tacitly or in advance writing. The unloading of the Products is in any case under the exclusive responsibility of the Customer.
When the Customer removes the products directly from the premises of OCEANBRIGHT INC. LTD, the transfer of risks occurs when the Products are made available by OCEANBRIGHT INC. LTD on its premises, with all transport, loading and unloading operations being the sole responsibility of the Customer.
5.3 Delay and refusal of delivery
5.3.1 No delay in delivery allows the Customer to cancel, either fully or partially, his order or to refuse the delivery of the Products. In any event, the return of the Products can only take place provided that they have been the subject of the express and prior agreement of OCEANBRIGHT INC. LTD.
5.3.2 Any refusal of delivery made unilaterally by the Customer, without respect for the stipulations of Article 7, for reasons not attributable to OCEANBRIGHT INC. LTD and unrelated, in particular, to a problem of delayed delivery, quality etc., will incur the responsibility of the Customer vis-à-vis OCEANBRIGHT INC. LTD. LTD.
5.4 Carrier Reserves
5.4.1 In case of damage, delays, missing, it is the Customer's responsibility to record the regular protests and reservations characterized with the carrier, on the receipt document which he must sign, have countersigned by the carrier or his driver's attendant, date and confirm by letter recommended within three (3) days, not including public holidays, in accordance with the provisions of Article L 133-3 of the Code of Commerce.
5.4.2 Compliance with this formalism is necessary to engage the responsibility of the transport provider. Failing this, the Customer will have to bear the sole burden of the possible consequences of this non-compliance and will guarantee OCEANBRIGHT INC. LTD of the damage suffered by the latter.
5.5 Customs, taxes and VAT
5.5.1 In the event of a product blocked by Customs OCEANBRIGHT INC. LTD will make every effort to assist the customer in these steps, in order to receive his products.
5.5.2 OCEANBRIGHT INC. LTD could not be held responsible for any product ordered by the customer but not complying with the laws applicable to the so-called product in the country of destinations.
5.5.3 In the event of the destruction of oceanBRIGHT INC. LTD. could not be financially committed beyond the value of that goods charged to the customer.
5.5.4 Customs taxes, VAT or other taxes are due by the customer in agreement with the law of his country and could not engage OCEANBRIGHT INC. LTD in any way.
- Billing and settlement terms
6.1 Invoices are payable in the customer's currency. The payment of the entire order must be made when the customer orders. At the time of ordering, before shipping products.
6.2 To pay for the order, the customer has all the payment methods covered within the purchase order, namely: transfer, bank card, western union or possible having.
6.3 The settlement is deemed to be completed at the time the funds are effectively available to OCEANBRIGHT INC. LTD on its bank accounts.
- Products - Compliance - Return
7.1 Product Feature
7.1.1 The visuals of the Products available on the Site have no contractual value and are therefore not applicable to OCEANBRIGHT INC. LTD.
7.1.2 Products are offered by OCEANBRIGHT INC. LTD within the limit of available stocks. OceanBRIGHT INC. LTD cannot be held liable by the Customer in the event of a product's unavailability.
7.1.3 OCEANBRIGHT INC. LTD freely determines and is solely responsible for the evolution of the product ranges and references offered on the Site. Information on catalogues and prospectuses is provided only as an indication by OCEANBRIGHT INC. LTD.
7.1.4 It is up to the Customer to carefully read the Product Description and detailed technical features on the Site and to verify that the product they wish to order corresponds to their needs and expectations. Under no circumstances can oceanBRIGHT INC. LTD. be liable for the Customer once the Customer has ordered a product that does not meet his needs and expectations of which OCEANBRIGHT INC. LTD would not have been aware.
7.1.5 It is up to the Customer who intends to import the purchased products to verify the compatibility and compliance of the Products with the laws of the destination country. OCEANBRIGHT INC. LTD cannot be held liable by the Customer in the event of the importation of products that are not compatible or non-compliant with any applicable legislation in his country, which the Customer expressly acknowledges and accepts.
7.1.5 It is up to the Customer who intends to export the purchased products to verify the compatibility and compliance of the Products with the laws of the destination country. OceanBRIGHT INC. LTD cannot be held liable by the Customer in the event of the export of products that are not compatible or non-compliant with any legislation not applicable in France, which the Customer expressly acknowledges and accepts.
7.2 Receipt - Product Service
7.2.1 OCEANBRIGHT INC. LTD undertakes to deliver a product in accordance with the customer's order.
7.2.2 Products supplied by OCEANBRIGHT INC. LTD are guaranteed under Hong Kong law.
7.2.2 Without prejudice to the customer's reservations to the carrier, any claims relating to defective products must be brought to the attention of OCEANBRIGHT INC. LTD, barely inadmissibility, in writing according to the terms indicated in the SAV section of the site.
7.2.3 Returns of defective products are only authorized and accepted after prior approval by OCEANBRIGHT INC. LTD and according to the terms of the SAV section of the site. No unjustified return or resumption of products may be required by the Customer. The products must be returned to OCEANBRIGHT INC. LTD by the Customer, without any modifications.
7.2.4 OCEANBRIGHT INC. LTD's liability is strictly limited to the replacement of defective products. When a product return (s) has been accepted by OCEANBRIGHT INC. LTD, and it is unable to repair or exchange the so-called product (s) an asset is granted to the customer. The amount of the credit will be equal to the value of the product on the day of the SAV support within the limit of the amount originally charged.
7.2.5 In the absence of a reservation or claim made by the Customer in accordance with the stipulations of this article and within 72 hours of receipt, any product delivered will be deemed compliant.
- Major force and fortuitous case
8.1 OCEANBRIGHT INC. LTD will be released from its obligations for any event beyond its control that prevents or delays the delivery of the Products, contractually equated with force majeure.
8.2 In the event that all orders are fully suspended for more than one (1) month due to a case of force majeure, each party will have the power to terminate the suspended orders, without having any compensation to the other party, provided that the termination is notified to the other party by letter recommended with acknowledgement.
- Using the www.fromhqb.com Website
9.1 Customers can access the Site, 24 (twenty-four) hours a day (twenty-four), 7 (seven) days a week (seven) by seeding their logins and passwords.
9.2 OCEANBRIGHT INC. LTD reserves the right to modify the Site and/or its features at any time and whenever it sees as necessary for technical or legal purposes, among other things.
9.3 The Site may be modified or updated and access to the Site interrupted, suspended, or stopped at any time without prior notification. As such, it is specified that any maintenance operation carried out on the Site may disrupt the access and/or operation of the Site. In any event, the Customer acknowledges that he is alerted to the technical vagaries inherent in the Internet and the interruptions of access that may result. OCEANBRIGHT INC. LTD cannot be held responsible for any downtime or slowdown of the Site. OCEANBRIGHT INC. LTD is in any case unable to guarantee the continuity of the Site's functionality, which the Customer recognizes. Under no circumstances will oceanBRIGHT INC. LTD be liable for this. OCEANBRIGHT INC. LTD will also not be held responsible for the impact of these disruptions to access and/or functionality of the Site on the Customer's business.
9.4 The Client uses the Site at his own risk, including the use and possible degradation of the material he assigns to the use of the Site and renounces the responsibility of OCEANBRIGHT INC. LTD in this regard.
9.5 The Customer acknowledges and accepts that OCEANBRIGHT INC. LTD is not required to maintain its content history and refrains from requesting a backup or duplicate of the information and data that has passed using the Site.
- Personal data
All personal or business data disclosed to the Seller is exclusively intended for the Seller. They are used by the Seller in order to carry out his business as best as possible.
- Various stipulations
11.1 The Client undertakes to inform OCEANBRIGHT INC. LTD of its possible membership in a group and of any takeover and/or participation of its business directly or indirectly by a third party if such a change is likely to create or aggravate a risk of economic dependence.
11.2 The Parties expressly prohibit themselves from disclosing, directly or indirectly, any information relating to the other party, in particular, relating to the specific terms of sale that might be granted to third parties, except to comply with legal obligations. If so, the party affected by the request for disclosure will notify the other party.
- Applicable law and attribution of jurisdiction
12.1 CGV Pro, sales contracts between OCEANBRIGHT INC. LTD and the Client and, more broadly, the commercial relationships established between the parties are governed by Hong Kong law.
12.2 In the event of disputes, the parties will try to get closer to find an amicable solution.
12.3 The parties agree that by derogation from the applicable provisions, any dispute that may arise between the parties will be prescribed within one (1) year of its generating fact.
12.4 The courts under the jurisdiction of the Hong Kong Court of Appeal will be exclusively competent, notwithstanding pluralities of defendants, guaranteed appeal, and emergency procedure.
