Terms of sales

General Terms and Conditions of Sale Applicable to Professionals

PREAMBLE

These general terms and conditions of sale (hereinafter "GTC") apply to all orders placed online on the website www.printoclock.com (hereinafter the "Site") as well as to all orders placed by any other written or oral means with the company CONSTELLACOM, as defined below, by buyers who are not consumers (hereinafter individually the "Client" and collectively the "Clients"). The Printed Products and Services (as defined below) are exclusively intended to be sold to professionals acting within the framework of their activities, excluding any other person who is a non-professional or consumer. By placing an order on the Site, the Client declares and acknowledges having this professional status; this commitment is an essential condition for CONSTELLACOM.

These GTC constitute the sole basis for commercial negotiation between CONSTELLACOM and its Clients in accordance with Article L.441-1 of the Commercial Code. In accordance with the regulations in force, these GTC are communicated to any Client who requests them in order to allow them to place an order with full knowledge of the facts with CONSTELLACOM. Moreover, these GTC are freely accessible and consultable on the Site.

These GTC apply to orders for (i) online printing services from files transmitted by the Client and/or customizable on various material objects (hereinafter the "Printed Products" or the "Service") and (ii) non-printed, non-customized products (hereinafter the "Articles"). The Printed Products and Articles are hereinafter collectively referred to as the "Products".

For orders for Services, the GTC are intended to supplement the professional practices and general terms and conditions of sale of the graphic arts and printing industries established by the French printing and graphic industries federation.

In the event of an order by telephone, email, mail, or other, a copy of the GTC must be returned signed by the Client, at the latest, with the order form.

In the case of an order on the Site, the Client acknowledges, by ticking the box "I have read and accept the general terms and conditions of sale" at the bottom of the GTC, having read and accepted these as well as the rights and obligations resulting therefrom.

The validation of the GTC by the Client implies a waiver of any application of possible general conditions of purchase of the Client and their full and unconditional acceptance and application by the Client. The fact that PrintOclock does not at any time invoke any of the clauses of the GTC cannot be interpreted as a waiver to assert them later.

The company CONSTELLACOM (hereinafter "PrintOclock") reserves the right to modify or adapt at any time and without notice these GTC, in particular, to comply with legal and regulatory provisions. The Client is therefore invited to consult them regularly and in any case before any order placement. The version of the GTC applicable to an order is the version submitted for reading and agreement at the time of the order.

Identification of the Operator and Owner of the Site

The Site is managed by the company CONSTELLACOM

Société par Actions Simplifiée with a capital of €67,500 Located at 229 route de Seysses - 31100 TOULOUSE Registered with the Toulouse Trade and Companies Registry under number 501 660 237

1. Price

1.1. Prices indicated on the Site

The prices indicated on the Site and at the time of payment of the Products are mentioned excluding taxes and including all taxes.

Within the framework of temporary discount programs organized by PrintOclock, the prices indicated take into account the discounts granted.

1.2. Prices indicated on the quote

The quote prepared for the benefit of a Client mentions the amount excluding taxes and including all taxes.

2. Order

2.1. Order on the Site

Creation of Client Account:

The Client has the possibility to place an order on the Site only if they have previously identified themselves via the login to their account.

To obtain their identification and thus create their personal account, the Client must complete a form made available to them, in which they provide the information necessary for their identification, including their first/last name or corporate name, SIRET number, phone number, email address, billing and delivery address, and the password they have chosen.

To place an order on the Site, the Client must then necessarily identify themselves by entering their email address and password.

The password is personal and confidential. Each Client is entirely responsible for the use and preservation of their password. Each Client undertakes to do everything possible to keep their password secret and not disclose it to anyone. To preserve the confidentiality of the password, the Client is invited to log out of the Site at the end of each order.

Any loss or involuntary disclosure of information that could allow a third party to access the Client's password must be immediately reported in writing so that PrintOclock can proceed to change the password.

In case of forgetting the password, the Client must indicate it via the "Forgotten password?" section. They will then receive a password reset email at the email address indicated during their registration.

Ordering Process on the Internet:

The Client has the option to place an order based on the references of Product offers available on the Site.

Each of the Products available on the Site is subject to a description and options to be selected by the Client for the purpose of ordering the desired Product.

Any order from the Client implies unconditional acceptance of the prices and descriptions of the ordered Products.

From the references available on the Site, the Client selects the Products they wish to purchase by clicking on the "Order" button.

At all stages of the ordering process, the Client has the possibility to consult and modify the content of their order by clicking on the "My cart" button.

The Client, having chosen the Products they wish to purchase and having verified the contents of their order, can proceed to finalize their order by clicking on the "Continue" button.

To complete and validate the order, the Client must, after having checked the summary of their order, then consulted and accepted the present GTC, enter the various informations necessary for their payment.

In the case of transmission of files for the Printed Products, these must have been deposited on the servers of PrintOclock and be in compliance with the technical specifications so that the order can be confirmed.

The validation of the order is considered definitive and only binds the Parties from the payment of the order price by the Client. Until validation of the order, the Client can abandon or modify the order at any time. At the time of payment, the Client will be asked to confirm the contents of the cart.

To combat fraud, PrintOclock reserves the right to ask the Client for any document necessary to verify their identity, the authenticity of their means of payment and/or their domicile.

Once the payment has been made and the compliant files transmitted, the Client receives an email summary of their order mentioning the estimated delivery time.

In the case of payment by bank transfer or delayed sending of files for the order of Printed Products, an initial email summary of the order is transmitted. After transmission of the missing elements, a confirmation email indicating that the order is correctly finalized will be generated and given to the Client.

2.2. Order by phone, or email

The Client who has contacted PrintOclock by any means other than the Site will be offered a quote corresponding to their quotation request.

The mere provision of a quote does not commit PrintOclock to execute the works mentioned in the quote.

The quotes are valid for one (1) month from their date of issue, due to the variations in raw material prices. Beyond this period, prices may be revised.

As soon as the quote corresponds to their request, in terms of description of the Service and price, it is up to them to date, sign, and initial the order form and the GTC also transmitted by PrintOclock, and to attach proof that the payment by bank transfer has been made.

As soon as the payment has been confirmed, PrintOclock will send the Client a confirmation of the order containing the indication of the deadline for the completion of the Printing Service.

2.3. Duration of validity of an order

Any order in which the file provided by the Client for the Printed Products is not provided or validated within six months following the placement of the order will be automatically closed and the Client will not be able to claim a refund of the amounts paid which will remain acquired by PrintOclock.

3. Customization of Printed Products

In the context of Printed and customizable Products, it is the Client's responsibility to indicate all the specifics of the desired Product.

It is up to the Client to verify, using the preview of the chosen model or modified before confirmation of their order, the compliance of the order.

No request for modification of the finalized order made by phone or email will be taken into account, except express and written validation by PrintOclock.

4. Files provided by the Client for Printed Products

When this option is chosen, each order corresponds to a file (or a set of files Front, Back and finishes) to be provided by the Client. It is up to them to comply with the documentation provided on the Site for each type of Printed Product as well as the technical constraints mentioned, which must be respected to ensure optimal quality of the Service.

Unless specific arrangements are made with the Client, PrintOclock executes orders based on the files provided or transferred by the Client.

In the event of a format not conforming to the technical prescriptions, PrintOclock will contact the Client via their Client account or, in the case of a direct order, via the contact details provided to inform them and request the transmission of files corresponding to PrintOclock's technical imperatives. In the absence of such transmission, the Client may cancel their order under the conditions of Article 8 below.

In the event that a Client wishes to proceed with printing a file that does not conform to the technical specifications, PrintOclock cannot guarantee a flawless printing realization.

The Client is entirely responsible for the integrity and accuracy of the transferred files. The Client must ensure the use of anti-virus software before transferring files and undertakes to provide files free of any virus, trojan, etc.

Except in cases where files are unreadable, unprocessable or manifestly defective in a way that seriously undermines the quality of the final Printed Products - in which case the Client will be informed before the realization of the Service -, PrintOclock is not subject to any control obligation, including but not limited to the assembly of visuals, spelling, photo credits or the presence of mandatory legal notices.

Only files in PDF, JPEG, TIFF formats are accepted. Files in native formats (XPRESS, AI, Indesign, PSD, etc.) are not accepted.

Moreover, PrintOclock cannot guarantee the result of the printing of a non-flattened PDF document or EPS generated from all software including Quark Express, Word, Excel, Publisher, PowerPoint etc.

For more details, please refer to the technical specifications.

5. Digital Proof (BAT)

When ordering Printed Products, the Client may opt for or not for the issuance of a digital BAT.

The digital BAT aims to allow the Client to control their order, once the cut marks are represented and the file is standardized. It is in no way a guarantee of the color rendering during printing, as these cannot be realistically visualized on a screen.

The issuance of the digital BAT by PrintOclock does not constitute a control of the document's content by PrintOclock.

If the Client checks "yes" to this option during their order, a digital BAT will be sent to them via their Client account. It is up to them to review it, make all necessary modifications to their file, and resubmit it to PrintOclock by validating it in their Client account.

PrintOclock cannot initiate the production of the order without the Client's approval through their interface. Once the Client accepts the proposed digital BAT, no further modification can be made, the order being automatically transmitted to the production service.

For an order with the issuance of a digital BAT, the delivery time is calculated from the date and time of validation of the latter by the Client.

6. Invoice

When ordering, the Client agrees that the provision of invoices be carried out electronically; no invoice will then be attached to the parcels.

In the case of an electronic invoice, the invoice is available as soon as the order is validated and at any time from the Client account. A paper copy can be provided upon simple request.

In the case of an intracommunity delivery, to benefit from the VAT exemption, the intracommunity VAT number of the client company must be entered, in accordance with article 262 ter of the general tax code (CGI). In all other cases, VAT is due.

7. Payment

Unless expressly agreed in writing, the price is payable in full by the Client at the time of the order.

The order will only be definitive from the effective payment, the latter being considered as such only after effective and complete collection of the sums due.

At the end of the online ordering process, the following payment methods are proposed to settle the amount of the order:

Credit Card Bank transfer Paypal Specific modalities for "end of month payment":

For certain Clients who have made the request directly to PrintOclock and meet the required conditions (Creation of a file containing a SEPA direct debit authorization, a photocopy of the ID card or Kbis and duly approved by our collection agency), payment by direct debit at the end of the month may be granted. No discount will be given in case of early payment. If the Client no longer meets the defined conditions, payment at the time of placing the order will be required.

Specific modalities for installment payments with Alma:

If you pay your order in installments, you accept Alma's general customer conditions. as well as Alma's special conditions for Constellacom clients.

Specific modalities for bank transfers:

The Client is required to indicate the number of their order or invoice as a reference for the bank transfer.

The Client is informed that the delivery time is modified according to the date of receipt of the bank transfer. This delivery time runs from the effective receipt of said payment.

For Clients benefiting from deferred payment conditions after the order, it is specified that any delay in payment will result in the application of a late payment interest at the rate of three (3) times the amount of the applicable legal interest, without prior formal notice. Interests will be capitalizable annually. In addition to these interests, the Client will be liable for a fixed indemnity for recovery costs of forty (40) € due by right in accordance with the provisions of article L.441-10 of the Commercial Code, except for justification of additional costs incurred by Printoclock which may claim an additional indemnity. These late payment interests and fixed indemnity for recovery costs will become immediately due without Printoclock having to send the Client any notification indicating that these amounts have been debited to their account.

Moreover, PrintOclock retains ownership of the delivered Products until their complete and effective payment. In case of incomplete and effective payment at the due date, Printoclock reserves the right to request the restitution of the Products in order to recover the right to dispose of them; the return costs being at the expense of the Client and the payments already made to Printoclock remain acquired by the latter, without prejudice to any damages that may be claimed. This clause does not prevent the risks of loss or deterioration of the Products as well as damages that they could cause to be transferred to the Client as soon as they are delivered to the latter in accordance with article 10 of these.

Conditions for using the discount coupon:

Printoclock may distribute coupons entitling to a reduction in the price of a purchase: Either in absolute value; Or as a percentage. Unless expressly agreed or stated otherwise, the validity of the coupon is 12 months maximum from its date of issue.

Printoclock reserves the right to deactivate a promotional coupon at any time in the event of abusive use of it.

Unless otherwise stated, a coupon is only valid once per legal or physical person.

8. Refusal and Cancellation of Order

8.1. Refusal of an Order

For Printed Products, Printoclock reserves the right to refuse the order in cases where the pieces and files provided by the Client do not meet the criteria required for quality printing.

In such a case, the Client is notified and may choose to ask Printoclock to still carry out the Service, it being well specified that no guarantee can be given as to the result of prints made from files not conforming to traditional printing standards and technical constraints indicated on the Site.

8.2. Cancellation of an Order

The Client has the possibility to cancel or modify their order, for Printed Products, only before the file is processed by the production services of Printoclock. The cancellation request must be sent in writing via the contact form accessible on the Site. For Articles, the Client may cancel or modify their order as long as it has not been processed by Printoclock and with the prior and express agreement of the latter.

Any cancellation will be subject to administrative and technical fees (creation of the file, email processing, technical information, invoicing, file control, imposition, production stop...) amounting to 4.90€ including VAT. The refund following a cancellation will be made in the form of a credit (coupon code) valid on the site.

Printoclock reserves the right to cancel any order and permanently delete the client account in case of verbal or physical violence towards its personnel, the use of coarse language being considered as part of verbal violence.

8.3. Absence of Withdrawal

The Client not having the status of consumer, there is no need to apply the right of withdrawal provided by the Consumer Code.

9.Shipping - Delivery

Delivery times are expressed in working days.

The indicated delivery date corresponds to the date calculated from the finalized order (definitive payment, BAT validated, compliant files and transmitted by the Client, etc.).

For Printed Products, the Client can opt for a delayed download of the files. In such a case, the delivery date is recalculated from the moment when their files actually arrive on Printoclock's server.

Delivery times are communicated as an indication insofar as contingencies related especially to the manufacture or delivery of the order may lead to a delay in shipment and/or delivery. Printoclock then makes every effort to ensure that the order reaches the Client in the best possible time. Printoclock undertakes to inform the Client in the event of a delay as soon as possible and to communicate a new indicative delivery date. Printoclock will not be liable for any compensation for delay whatever the reason invoked, nor for any penalty.

Delays in delivery attributable to Printoclock cannot be considered as resulting from a fault or an act of a third party or the Client or resulting from a case of force majeure and not limited to the following cases:

An erroneous or incomplete address transmitted by the Client; or Repeated absences of the Client at delivery times; or Delays attributable to the carrier.

10. Returns

The Client is deemed to have taken possession of their order upon signing the delivery note and delivery of the package by the carrier.

In the case where the delivery is returned to Printoclock, the package will be kept for one (1) month. After this period and after having notified the Client by email, the goods will be destroyed. If the Client opts for the reshipment of the package, Printoclock reserves the right to ask the Client for return fees amounting to fifteen (15) € including VAT per package to be resent (excluding pallet and Geodis shipment where the rate will be given according to the size and weight of the merchandise).

The Client must report on the delivery note or to the carrier, upon delivery, any possible damages and degradations that the packages may have suffered. The Client then has two (2) working days to notify Printoclock so that it can then turn against the carrier. No claim regarding possible damages due to transport can be taken into account beyond these two (2) days after receipt of the package.

Delivery Methods:

Deliveries of small packages (up to 30 kg) are made by:

DPD in 24H/48H: Delivery from Monday to Friday between 8:30 am and 6:30 pm. Chronopost in 24H: Delivery from Monday to Friday between 8 am and 1 pm. Pallets are delivered by carriers in 24H/48H.

11. Quality of Printed Products

As prints are mainly made in amalgamation (grouping of several files on a board), the Client accepts without reservation the technical constraints related to this type of printing.

Printoclock cannot guarantee 100% color matching, the Client accepts that there may be shade variations throughout a print run and benign anomalies that may have escaped Printoclock's surveillance.

Similarly, Printoclock cannot reproduce a color, a rendering identical to the file visualized on screen or printed by the Client's printer or a third party. The rendering of a file on screen can in no way be compared to the rendering after printing.

In case of reprinting, even from the same file, the print renditions may not be identical.

Having its own technical constraints and therefore a specification resulting from it, Printoclock is not required to deliver work identical to that performed by its peers.

To avoid risks, Printoclock strongly recommends that the Client respect the technical specifications, use its templates and, if necessary, opt for a file verification. In case of non-compliance with these recommendations, the responsibility of Printoclock cannot be engaged in any case.

Printoclock cannot guarantee perfect similarity between supports (paper, structures, packaging etc.) from one order to another.

12.Product Warranties

12.1. Printed Products

For Clients placing orders equal to or more than two hundred fifty (250) units, the ordered quantities will be delivered within a tolerance of 10% more or less. The ink shades as well as the quantities of paper will only be guaranteed within the limits of the tolerances accepted in the printing sectors. The Client will therefore admit the presence of minor defects, invisible to the uninitiated user such as fleas, slight color variations, intensity or cutting.

Similarly, the Client accepts that the finished format may vary by 7% compared to the initially ordered format. Also, the document may be printed or cut close to the cutting line, however, due to the mechanical variables related to printing, the actual print, cut or fold may occur anywhere between the safety line and the full margins. Therefore, there may be a slight shift on the sides of the finished Printed Products. In no case can this shift be considered as a defect entailing a reprint or a commercial gesture.

The paper not being purchased in stock but manufactured at the request of Printoclock on predefined formats, the factory reserves the right to tolerance of plus or minus 8% concerning the grammage. As such, the Client accepts these conditions without reservation.

By express agreement between the parties, Printoclock is subject to an obligation of means for the performance of its obligations under the Services subject to these GTC.

It cannot be held responsible for material damages that may affect the buildings, installations, movable property, physical or intangible property of the Client.

Moreover, the Client renounces to engage the responsibility of Printoclock for warranty claim due to damages suffered by them or by third parties having used, directly or indirectly, the works carried out by Printoclock. In the same way, Printoclock cannot be held responsible for direct or indirect losses that the Client or third parties may suffer, due to the Services performed.

In the event that a condemnation is pronounced against Printoclock, all causes combined, principal, interests and fees, the parties agree that Printoclock will not be held to an amount greater than the total cost of the Service in question referred to in the special conditions (Order) to these.

12.2. Articles

Printoclock only guarantees the Articles that have regularly become the property of the Client. Defects and deteriorations of delivered Articles resulting from negligences attributable to the Client, to abnormal storage conditions at the Client's premises notably in case of accident of any nature whatsoever cannot give rise to the guarantee owed by Printoclock The unreserved receipt of the Articles ordered by the Client covers any apparent defect and/or missing. The claim issued by the Client according to the modalities described by this article does not suspend the payment of the concerned Articles.

13. Complaint

All complaints related to online orders are issued by the Client from the "My account" space. The Client reports the anomaly by providing all the elements allowing Printoclock to handle the request as quickly as possible.

Any complaint must be declared within fifteen (15) days following the effective delivery date or the estimated delivery date if applicable. Complaints regarding a missing quantity or a damaged package must be made within forty-eight (48) hours after receipt of the merchandise.

Used Products (displayed, glued, distributed, etc.) cannot be the subject of a complaint without explicit guarantee on the Site.

An anomaly can only be reported via the Client's account when the order status is "shipped".

In case of a complaint offline or before the online order has reached this status, the Client must directly contact Printoclock's customer service at 05 35 37 01 80.

If the elements provided by the Client do not allow to notice the reported anomaly, a return of the merchandise (not used by the Client) will be carried out. Only upon receipt of the latter will a decision be made.

The Client will be informed, within forty-eight (48) business hours of the receipt of their request by Printoclock, of the response granted to them.

Commercial gestures (or compensations) following a complaint are exclusively in the form of a credit valid on the site.

A dispute of the decision of the After-sales service is possible within seven (7) days after the closure of the initial complaint. Beyond this period, any dispute will be rejected and the complaint will be definitively closed by our services.

14. Intellectual Property For Printed Products, the Client is solely responsible for the content of the Products since they have been customized with the elements they have provided. They declare necessarily having all the rights and permissions necessary to insert in the Printed Products they order objects, images, brands, photos, logos, drawings and guarantee Printoclock that these rights and permissions are valid, and that the use of the Products is not and will not constitute any violation of the rights of a third party.

Similarly, they are solely responsible for the omission of mandatory notices.

The Client also declares that the Products whose production they order are not likely to constitute forgeries or to infringe third parties and, in general, that the production and realization of the Printed Products will not contravene any right, rule or legislation in force.

Consequently, the Client guarantees Printoclock against any action and any claim on the basis of these rights and undertakes to indemnify it for all the consequences resulting from any action brought by third parties who would consider themselves harmed by the printing, distribution and, in general, use of the ordered Products.

Printoclock declares that the rights related to the models put online at the disposal of the Clients in the context of their order belong to it and that the Client is expressly authorized to use the models thus ordered, subject to the fact that the customization does not infringe third party rights or the law.

The authorization is granted only for the use of the model as proposed by Printoclock and affixed to the Printed Products ordered, the Client not being able at any time to reproduce or have reproduced all or part of these models for other purposes or on other supports.

15.Validity

If some clauses of these GTC are partly or entirely null and void or become so, the other clauses remain valid. The null and void stipulation is replaced by the legal regulation.

16. Personal Data

Printoclock undertakes to respect the privacy of the Client, as well as the security and confidentiality of the data and information of a personal nature communicated to it by the Client.

In the context of the collection and processing of personal data, Printoclock provides the Client with all the information relating to the conditions of processing of their personal data and the rights they have in the context of its Data Protection Charter accessible on the Site

As a reminder, the Client has:

the right to access all their personal data being processed; the right to request their rectification; the right to request their erasure; the right to request their limitation; the right to object at any time to the processing of their personal data for prospecting and/or statistical purposes; a right to define directives relating to the conservation, erasure and communication of their personal data after their death; the right to file a complaint with the National Commission for Computing and Liberties. For any information on Printoclock's practice regarding cookies, a specific section is also available to the Client, on the Site, in the "Cookies" tab.

17. Applicable Law and Disputes These GTC, as well as all the contractual relationships that may result from them, are subject to French law.

The Courts within the jurisdiction of the Court of Appeal of Toulouse (31) will have exclusive jurisdiction.