General terms and conditions of sale

  1. PURPOSE AND GENERAL PROVISIONS

The present general conditions of sale govern the activity of the company ELUDICE, company of the brand ELYST CONSULTING – whose head office is located 3 allée des GARAYS 91120 PALAISEAU and the workshops are in SAINT ETIENNE at 16 allée Henri Purcell, 42000 SAINT ETIENNE.

ELUDICE, which specialises in other recreational and leisure activities (9329Z), is active in the creation of decorations, unique objects, prototypes and small custom-made series, electrical and electronic installations and event entertainment.

These General Terms and Conditions of Sale (GTCS) apply in their entirety and prevail over any general terms and conditions of purchase or any other document issued by the CLIENT, regardless of the terms thereof. Any assignment document, letter of intent, letter of acceptance or assignment, first order, order or equivalent document sent to ELUDICE implies unreserved acceptance of its prices and/or tariffs and of these general conditions. Any other condition in contradiction with the present conditions will only be taken into account if it has been expressly accepted in writing by ELUDICE before the date of formation of the contract. The present general conditions apply to the supply of all the services carried out by ELUDICE, and in particular the realisation and study of projects, the installation of partitions and electrical installations, the editing of scenarios, the creation of enigmas, design consultancy, the manufacture of objects, mechanisms, decorations and electronic systems for the CLIENT and the installation of this equipment (“the SERVICES”).

The Seller reserves the right to modify these GTC at any time by publishing a new version on its website. The applicable GTC are those in force on the date of the order. The GTC are available for consultation on the Company’s website at the following address: https://eludice.com/cgv/.

The Client declares that he/she is legally able to contract under French law or that he/she is validly representing the natural or legal person for whom he/she is contracting. The Client declares that he/she has read all of these General Terms and Conditions of Sale, and, if applicable, the Special Terms and Conditions of Sale related to a product or service, and accepts them without restriction or reservation. The Customer acknowledges that he/she has received the necessary advice and information to ensure that the offer is suitable for his/her needs.

 

  1. FORMATION OF THE CONTRACT

The QUOTATION signed by the CUSTOMER constitutes pure and simple acceptance of the last offer transmitted by SAS ELUDICE to the CUSTOMER and of these general conditions. The QUOTATION commits the CLIENT to placing an order with SAS ELUDICE for the products and services referred to therein, on the basis of the last offer transmitted by SAS ELUDICE to the CLIENT.

Nevertheless, the contract (“the CONTRACT”) will only be validly formed upon written confirmation by SAS ELUDICE of the quotation or any equivalent document sent by the CLIENT. In the absence of written confirmation by SAS ELUDICE, the execution of the contract by SAS ELUDICE will be deemed to constitute the formation of the contract and the date of commencement of the execution will determine the date of formation of the CONTRACT. 

The period for preparing the order will only begin to run on the date on which the following conditions have been met:- the QUOTATION is signed by the CLIENT,- the deposit, the amount of which is set out in the QUOTATION, or failing that a deposit of 45%, is paid,- the information held by the CLIENT and necessary for the realisation of the project has been delivered to SAS ELUDICE.Any request for modification or withdrawal by the CLIENT after the signature of the quotation will require the express consent of SAS ELUDICE. The modification must be reasonable. It may give rise to an invoice.

The following documents form an integral part of the CONTRACT and express the agreement of the parties, in the following order of priority:- these general terms of sale,- any special terms accepted by both parties,- the CLIENT’s documents supplementing these general terms subject to the agreement of SAS ELUDICE,- the specifications, studies, estimates and technical documents communicated and accepted by the parties,- the invoices 

  1. QUANTITY AND PRICE

3.1. Quotation

The QUOTATION specifies the quantities and prices in a firm manner. The CLIENT and SAS ELUDICE are committed to these quantities and prices, which cannot be modified without the prior written agreement of the co-contractor. The customer certifies that he has understood the different elements that make up the QUOTATION and the different ranges mentioned in the QUOTATION.

3.2 Modification of the contract

Any modification of the CONTRACT is subject to the prior written acceptance of ELUDICE.

3.3. Cancellation of an order

The order is the subject of the CONTRACT. It cannot be cancelled unless SAS ELUDICE has given its express prior consent. In this case, the deposit already paid will be retained by SAS ELUDICE as a penalty clause. The CUSTOMER must also compensate SAS ELUDICE for the costs incurred (in particular specific equipment, study costs, labour and supply costs, tools, etc.) and the direct and indirect consequences thereof.

3.4. Prices

3.4.1. OBJECTS

The prices of the products are contracted in the QUOTATION in euros excluding and including all taxes (VAT + other possible taxes) on the quotation, excluding specific shipping costs. For all products shipped outside the European Union and/or French Overseas Departments and Territories, the price is automatically calculated exclusive of tax on the invoice. Customs duties, local taxes, import duties or state taxes may be payable. These duties and sums shall be borne by the CUSTOMER and are his responsibility (declarations, payment to the competent authorities, etc.). In this respect, the Seller invites the CUSTOMER to obtain information on these aspects from the corresponding local authorities.

SAS ELUDICE reserves the right to modify its prices at any time, but the product will be invoiced on the basis of the rate in force at the time of validation of the order, subject to availability.

3.4.2. LABOURThe prices indicated in the QUOTATION include the material as well as the labour. ELUDICE reserves the right to invoice labour separately if the customer’s project requires it. 

3.4.3. TRAVEL COSTS Travel, subsistence and accommodation costs incurred in the performance of the services will also be invoiced, if applicable. VAT at the applicable rate shall be added to the fees and disbursements, if any.

  1. RULES

4.1. Payment

For all services, 45% of the total amount will be required on signing the quote, 30% on validation of the design specifications, 20% on completion of the decorators’ mission and manufacture in the workshop and 5% after installation and testing. The final instalment is due after the tests and adjustments when the room is ready to be used (can be opened and played) after the departure of our teams from the client’s site. Only the amount corresponding to defects and malfunctions can be retained by the client, the rest must be paid to us at SAS Eludice. After our departure, the room is under guarantee and the free 6-month maintenance takes over. An advance payment may be requested in addition during the course of the service if agreed by both parties.

4.2 Terms of payment

Payment shall be made on receipt of the invoice:- either by bank or postal cheque,- or by bank transfer.In the event of payment by bank cheque, it must be issued by a bank domiciled in metropolitan France. The cheque will be cashed on receipt of the cheque. For town halls and public authorities, a sealed order form or service order signed by the Mayor or his representative will be required. Payment will be made by bank transfer on receipt of the invoice (RIB attached).

4.3. Invoice

An invoice must be submitted. If payment is not made within eight days of receipt of the goods or the invoice, penalties are payable and may not be less than three times the legal interest rate. A fixed indemnity for collection costs of €40 is due from the first day of late payment in application of Articles L 441-3 and additional compensation may be requested in application of Article L441-6 of the Commercial Code.

 

4.4 Discounting

 No discount will be granted for early payment of the order price.

 

  1. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

 5.1. Intellectual property

5.1.1. DOCUMENTS

All design and technical elements, computer code, plans, drawings, models, studies, descriptions, technical documents, quotations and, in general, any document given or sent to the CLIENT are communicated on a loan basis, the purpose of which is exclusively limited to the evaluation and discussion of the ELUDICE commercial offer.

These documents and the know-how used remain the exclusive property of SAS ELUDICE which retains all material and intellectual property rights. Under no circumstances may they be communicated or disclosed without the prior agreement of ELUDICE.

These documents must be returned to SAS ELUDICE on first request. The same applies to studies that the seller proposes to improve the quality or the cost price of the products, by an original modification to the specifications. These modifications accepted by the CUSTOMER cannot lead to a transfer of responsibility against SAS ELUDICE.

5.1.2. INTELLECTUAL PROPERTY

Any transfer of intellectual property rights or know-how must be the subject of a specific contract between ELUDICE and the CLIENT.

The services provided by SAS ELUDICE involve the use of goods that are subject to intellectual property rights. For the specific needs of the services, SAS ELUDICE may use or design equipment and scenarios, particularly for Escape games. These tools will be made available to the purchaser for the duration of the contract in their current state and without any guarantee attached, simply for use. They may not be distributed, shared or communicated to third parties, either in whole or in part. This temporary provision will not entail any transfer of rights or guarantee, whatever the title, to the benefit of the purchaser or the third party.

SAS ELUDICE retains exclusive ownership of and reserves all rights, title and interest in:- the original elements contained in the works, documents, projects, memos, consultations, opinions, conclusions or other procedural acts, etc. carried out within the framework of the services, including but not limited to any copyright, registered trademark and any other intellectual property right relating thereto and;

– all methods, processes, techniques, developments, designs, techniques and know-how, whether incorporated or not, of the services or that SAS ELUDICE may have to develop or provide in the context of the services,

– the source codes of electronic products, computer codes and software, which cannot be delivered to the customer under any circumstances.

The CUSTOMER has the option of paying 2000 Euros to guarantee the exclusivity of its room nationally for a period of 2 years and then within a radius of 100Km of its establishment. This is an option for the CUSTOMER, if he does not wish to take exclusivity, ELUDICE reserves the right to reproduce the CUSTOMER’s room outside the 100Km radius.

The buyer may, without geographical limitation and free of charge, use internally and for the duration of copyright protection, the elements designed by SAS ELUDICE and integrated into its work. The purchaser is prohibited from distributing, marketing, exploiting and, more generally, making available or granting the use of these same achievements and, more generally, granting the use of these same elements to third parties without the agreement of SAS ELUDICE.

 

Neither party may mention or use the name, denomination, brands and logos or other designations, commercial or otherwise, of the other party without the latter’s prior written agreement.

As an exception to the above, ELUDICE may use the CLIENT’s name, denomination, brands and logos to the extent that is strictly necessary for the execution of the services, including in proposals for subsequent services.

 Except in the case of a specific confidentiality clause established in the quote, SAS ELUDICE is authorised by the CLIENT, for reference purposes, to quote its name and to accompany this quote, if necessary, with a generic description of the services carried out and photographs, videos or models of the products delivered.

The CLIENT is obliged to quote SAS ELUDICE in publications in the specialised press and on social networks if it mentions the products and services supplied by SAS ELUDICE. 

5.2. Submission of samples

Samples, mock-ups or prototypes sent to the CLIENT, before or after the conclusion of the CONTRACT, are covered by strict confidentiality. They may only be communicated to a third party with the express authorisation of SAS ELUDICE.

  1. GOODS AND SERVICES

The essential characteristics of the goods and services and their respective prices are included in the QUOTATION. The CUSTOMER certifies that he/she has received details of the delivery costs as well as the terms of payment and execution of the contract.

This contractual information is presented in detail and in French by default. In accordance with French law, they are summarised and confirmed when the order is validated. In the event of multiple versions, the French version shall constitute the reference version and shall prevail over any other version.

The parties agree that the illustrations or photos of the products offered for sale have no contractual value.

 The period of validity of the offer of the Products and Services as well as their prices is specified on the QUOTATION given by SAS ELUDICE, as well as the duration of the proposed contracts when these relate to a continuous or periodic supply of products or services.

  1. WARRANTY AND LIABILITY

7.1. Non-conformity and hidden defect

In the event of non-conformity of the Products or a hidden defect that makes them unfit for normal use, SAS ELUDICE undertakes to replace or repair them at its own expense without the CUSTOMER being able to take action to cancel the sale, reduce the price, claim compensation on the basis of contractual liability for any damage whatsoever, or to contact a third party to replace the Products ordered.

 The implementation of the guarantee assumes that the services of SAS ELUDICE have recognised that the part is defective due to a hidden defect or does not conform to the service contractually defined between the parties. The product is deemed to be in conformity if there are no reservations on delivery.

7.2. Warranty and maintenance

The products delivered by SAS ELUDICE are subject to a 6-month guarantee from the date of delivery. Interventions and replacements carried out by SAS ELUDICE under the guarantee do not extend its duration.

The guarantee does not cover :

maintenance and necessary repairs due to normal wear and tear concerning the decor;

repairs and replacements of play objects and electronics after the 6-month guarantee period;

any damage caused by misuse of the product,

any damage caused by accident or shock, including but not limited to: lightning, water damage, fire, misuse or negligence in the use of the product

any damage resulting from repairs or adjustments made by third party companies or individuals;

poor supervision of violent players

products for which SAS ELUDICE has expressed a reservation about the longevity or functionality of the product in view of its characteristics or those of the project and for which the CLIENT has agreed to assume the risks of deterioration and/or malfunction in writing.

7.3. Contractual liability

The contractual liability of SAS ELUDICE is limited to direct damage as defined by jurisprudence and to the amount invoiced under the CONTRACT. The liability cannot be engaged in the following cases:

– For products, materials and/or data that do not fall within the scope of the services, and/or that are not an extension thereof;- In the event of use of the results of the services, for a purpose or in a context different from that in which it was involved, of erroneous implementation of the recommendations or failure to take into account the service provider’s reservations.

  1. TRANSFERABILITY AND SUBCONTRACTING

SAS ELUDICE reserves the right to transfer all or part of the execution of the services to service providers meeting the same qualification requirements. If the service requires particular technical skills, SAS ELUDICE will inform the CLIENT of the possibility of subcontracting part of it. The subcontractor will undertake to keep confidential all information that it becomes aware of during the performance of the services.

  1. OBLIGATIONS OF SAS ELUDICE

The commitments of ELUDICE constitute an obligation of means by virtue of which SAS ELUDICE undertakes to provide all the necessary care and to mobilise all the resources at its disposal to execute the service. In the event of a dispute, it is up to the CLIENT to prove that SAS ELUDICE has failed in its obligation of means. In terms of the creation of material objects, SAS ELUDICE satisfies its obligation of means by entrusting the execution of the contract to employees with the skills required to ensure their realisation in accordance with its quality standards. In terms of the development of scenarios and experiments, the obligation of means is deemed to be satisfied by the validation of the project by the CLIENT, independently of their acceptance by third parties.

  1. OBLIGATIONS OF THE CLIENT

In order to facilitate the proper execution of the services, the purchaser undertakes: – to provide SAS ELUDICE with information on the product and on the place of execution of the service, without the latter being obliged to verify the completeness or accuracy of this information,- to have all the necessary authorisations for the execution of the services at this place of execution,- to take decisions within the time limits and to obtain the necessary hierarchical approvals, if the purchaser subscribes to a service on behalf of a company,- to appoint, if necessary, a correspondent with decision-making powers,- to ensure that the key contacts and the correspondent are available throughout the execution of the service,- to inform SAS ELUDICE directly of any possible difficulty relating to the execution of the services.

The client undertakes to provide ELUDICE with an up-to-date architect’s plan with exact measurements. ELUDICE reserves the right to invoice the extra time incurred if the measurements are incorrect. We can also carry out the measurements for you (fixed price of 400€ HT + travel expenses).  

 

  1. IMPREVISION AND FORCE MAJEURE

11.1 Unforeseeability

If a change in circumstances unforeseeable at the time of conclusion of the contract makes performance excessively onerous for one of the parties, it is agreed to renegotiate the CONTRACT in good faith. During the negotiations, the contract shall continue to be performed under the original conditions. In the absence of agreement, the parties may ask the judge to adapt the contract and revise it, in particular in the following cases: variation in the price of raw materials, change in exchange rates, changes in legislation, change in the financial situation of the CLIENT or SAS ELUDICE. In the absence of an agreement between the parties, the parties will have the option of terminating the CONTRACT by giving three months’ notice. The invoices issued must be paid.

11.2. Force majeure

Force majeure occurs in contractual matters when an event beyond the control of the debtor, which could not be reasonably foreseen at the time of the conclusion of the contract and the effects of which cannot be avoided by appropriate measures, prevents the debtor from fulfilling his obligation.

The following are expressly considered to be cases of force majeure or fortuitous events, in addition to those usually accepted by the jurisprudence of the French courts and tribunals: blockage of means of transport or supplies, earthquakes, fires, storms, floods, lightning, stoppage of telecommunication networks or difficulties specific to telecommunication networks external to the clients.

The party invoking the above-mentioned circumstances must immediately notify the other party of their occurrence and of their disappearance. The parties shall meet to examine the impact of the event and agree on the conditions under which the performance of the contract shall be continued.

In the absence of agreement, if the impediment is temporary, performance of the obligation shall be suspended unless the resulting delay justifies termination of the contract. If the impediment is definitive, the contract shall be terminated ipso jure and the parties shall be released from their obligations under the conditions set out in Articles 1351 and 1351-1 of the Civil Code.

  1. RETENTION OF TITLE CLAUSE

The products remain the property of SAS ELUDICE until full payment of the price. 

  1. DELIVERY

13.1 Delivery conditions

13.1.1. Hand deliveries must be expressly stated in the QUOTATION. Deliveries by post and delivery services are provided in metropolitan France, in the member countries of the European Union and outside in accordance with the terms and conditions set out in the QUOTATION. In the case of an order combining Products with one or more spare parts, the Products may be delivered in several packages and on different dates.

13.1.2. The Products are delivered to the delivery address and within the time period indicated at the time of ordering.

The delivery time does not include the preparation time of the order. The delivery time is indicative. Exceeding the delivery time shall not constitute grounds for cancellation of the sale and shall not constitute a breach of contract. Without prejudice to the provisions of the present conditions concerning force majeure, if the Products have not been delivered within one month of the indicative date, the sale may be cancelled without SAS ELUDICE being held liable.

13.1.3. In the absence of an agreement to the contrary, all transport, insurance, customs, handling and delivery operations are at the expense and risk of the CLIENT, who is responsible for checking shipments on arrival and exercising, if necessary, his rights of recourse against the carriers, even if the shipment has been made carriage paid. In the case of shipment by SAS ELUDICE, the shipment is made carriage forward, at the lowest rates, unless the CLIENT expressly requests otherwise, in which case the additional transport costs are passed on to the CLIENT.

13.1.4. Delivery takes place when the Products are unloaded at the address indicated by the CLIENT on the QUOTATION. The goods travel at SAS ELUDICE’s risk.

13.1.5. If delivery is delayed at the CLIENT’s request or for any other reason attributable to the CLIENT, the Products will be kept by SAS ELUDICE at the CLIENT’s expense and risk, without prejudice to ELUDICE’s right to invoke the provisions of Article 1657 of the Civil Code.

13.1.6. The Seller reminds the CLIENT that at the moment when the CLIENT takes physical possession of the products, the risk of loss or damage to the products is transferred to him/her. It is the CUSTOMER’s responsibility to notify the carrier of any reservations about the product delivered.

13.2 Methods of execution

Implementation will only begin once payment has been confirmed by SAS ELUDICE’s banking institution.

SAS ELUDICE proceeds with the installation of the product if the quote provides for the installation of the equipment or the escape game on the CLIENT’s premises. The CUSTOMER’s premises must be ready to receive the equipment ordered. Any work to fit out the premises that would be necessary for the installation of the equipment delivered by SAS ELUDICE must be carried out by the CUSTOMER beforehand and will be entirely at his expense.

The service is provided at the address indicated by the CLIENT on the QUOTATION. Any displacement in pure loss of SAS ELUDICE because of an erroneous or incomplete address or because of the CLIENT’s fault (absence, closure of the premises…) will be invoiced to the CLIENT. The CUSTOMER may, at his request, obtain an invoice sent to the billing address and not to the delivery address, by stipulating this on the QUOTATION.

 

13.3 Delivery costs

The amount of the delivery costs depends on the amount of the Order and the delivery method chosen by the Customer.

 

13.4. Late delivery

No penalty of any kind whatsoever shall be due in the event of late delivery. Only the loss actually suffered by the CLIENT, demonstrated and evaluated, may be the subject of a claim for compensation, which may only be made after negotiation with ELUDICE and agreement by both parties. SAS Eludice will not take responsibility for operating losses, whatever the reasons.

  1. INVALID CLAUSE – REPUTEDLY UNWRITTEN AND MODIFICATION OF THE CONTRACT

If one of the stipulations of these GTC is declared null and void or unwritten, the other stipulations will remain in force between the parties and will be interpreted in accordance with the original intention of the parties. Any amendment to the contract shall only be valid after written and signed agreement by the parties.

 

  1. PROTECTION OF PERSONAL DATA

In accordance with the French Data Protection Act of 6 January 1978, the CLIENT has the right to question, access, modify, oppose and rectify personal data concerning him/her. By adhering to these general conditions of sale, the client consents to SAS ELUDICE collecting and using this data to carry out the present contract.

  1. APPLICABLE LAW AND JURISDICTION

All the clauses contained in these general terms and conditions of sale, as well as all the purchase and sale operations referred to herein, are subject to French law.

  1. JURISDICTION CLAUSE

The parties undertake to attempt to settle their disputes amicably before referring them to the competent court. In the absence of an amicable agreement, it is expressly agreed that any dispute relating to the contract shall be under the exclusive jurisdiction of the Commercial Court of SAINT-ETIENNE (42).

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