General Terms and Conditions of Sale

In accordance with article L441-6 of the French Commercial Code, these General Terms and Conditions of Sale form the sole basis of the commercial relationship between the Parties.

As stipulated in Article 11 below (Applicable Law), these General Terms and Conditions of Sale and the resulting purchase and sale transactions are governed by French law. The original text is written in French, and only the French text will be deemed authentic in the event of a dispute. However, I hereby declare that this translation is a true reproduction in English of the original French text.

Article 1 - Scope of application

The microenterprise Lemon Edit, hereinafter referred to as “the service provider”, whose registered office is located at residence Grand Siècle, 4 impasse du Pégan, 01210 Ferney-Voltaire, and which is registered with the Bourg-en-Bresse trade and companies register under number 983 997 099, has as its principal activity the proofreading and correction of documents, précis writing, and secretarial services such as page layout, website creation, translation, writing assistance and text comparison (APE code 82.19Z). Proofreading, editing and copywriting services are only available for English language texts. Translation will only be from French into English and will be limited to documents of a maximum of 2000 words. The comparison of texts will be between French and English documents.

The service of website creation will have a specific contract and an annex to these Terms and Conditions of Sale, which will be published when the website creation service becomes available.

Prior to any transaction, the Customer acknowledges that they have read the General Terms and Conditions of Sale and expressly declares that they accept them unreservedly. The Customer's written acceptance of the order (signature of the agreement form on the quotation and/or the order form signature of the framework contract, agreement by e-mail and/or any other type of written agreement) materialises its full and entire acceptance of these General Terms and Conditions of Sale.

These General Terms and Conditions of Sale shall prevail over any other document, in particular over the Customer's terms and conditions of purchase, notwithstanding any stipulations to the contrary, even if they are dated later, unless they have been accepted in writing by the service provider (signature of an agreement or contract specific to the transaction or express and prior derogatory agreement by the service provider).

Article 2 - Orders

2.1 Implementation
The service provider reserves the right to refuse to work on any document whose content it considers to be illegal and/or defamatory, without having to justify this to the Customer. Before submitting a document, the Customer must ensure that they have the right to do so. The Customer must therefore be the author of the original document or have obtained prior authorization from the holder of the copyright in the document and or its assignees, and must therefore indemnify the service provider against any claim or legal action. Sales of services are only valid once the service provider has drawn up a quotation and the Customer has expressly accepted it in writing and signed it.

2.2 Modifications
Any changes to the order requested by the Customer will only be taken into account within the limits of the service provider's possibilities, if they are notified in writing. The lead times will then be reviewed and set by mutual agreement with the Customer according to the extent and nature of these modifications.

2.3 Customer commitments
Once the order has been validated by the return of the quotation accepted and signed by the Customer, the Customer must provide for the execution of the order any assistance that may be required by the service provider by making documents or information available. This assistance may take the form of providing Caroline Taleb, EI with: style guides, terminology lists, similar texts, etc.

The Customer also undertakes to:
• Enter its purchase order number in the quotation
• Provide all the necessary documents on time.

In the event of failure to comply with at least one of the aforementioned undertakings, the service provider may decide not to deliver to the Customer. The Customer waives any other stipulation of its general terms and conditions of purchase not included in the order as soon as the service has begun. Except in the case of force majeure, in the event of cancellation after the quotation has been signed, the Customer must pay for all work already carried out by the service provider prior to cancellation.

2.4 Commitments by the service provider
On receipt of the quotation signed by the Customer, the service provider undertakes to comply with the order and the agreed completion date. In the event of reservations, the service provider must remedy the reservations and observations made without delay, and submit the work for acceptance. These modifications may in particular concern changes requested by the Customer and must be incorporated into the final file supplied by the service provider. Apart from these changes, any other corrections will not be processed by the service provider.

Article 3 - Prices

The services ordered are provided at the service provider’s prices in force on the day the order is confirmed by the Customer, as communicated to the Customer before the order is placed. Prices are net and exclusive of tax.

An invoice will be drawn up by the service provider for each provision of services and sent to the Customer by e-mail or post. The service provider reserves the right to change its prices at any time. However, the service provider undertakes to invoice the services at the prices indicated when the quotation agreement is signed.

Article 4 - Methods of providing services

Delivery means the actual availability of the translations or services ordered in the required quality and quantity, accompanied by the required documents, inspected and accepted by the service provider. The services ordered shall be delivered in accordance with the contractual specifications, and protected against computer viruses or any other element that would interfere with the use of the service ordered. Delivery takes the form of the service provider sending the ordered service by e-mail and/or post to the address indicated by the Customer. Proof by the service provider of the dispatch by e-mail of the service ordered shall be deemed to be proof of delivery. The service provider reserves the right to set a minimum invoice price which will be communicated to the Customer when the quotation is drawn up. For all orders over €500, a 50% deposit may be required. The calculation basis for each service offered, with the exception of website creation, is based on the number of words contained in the document.

The creation of websites will be the subject of a detailed contract and will be discussed in advance with the Customer.

4.1 Delivery times
The services requested by the Customer will be provided within the period agreed between the Parties from receipt by the service provider of the corresponding order form, duly signed and accompanied by the deposit if the latter has been requested by the service provider. The deadlines stated in the order are firm, binding and irrevocable.

The service provider is obliged to respect the deadlines and limits set in the quote for delivering the documents. The Customer is deemed to have full knowledge of the conditions under which the order must be carried out. The service provider may not be held liable under any circumstances in the event of delay or suspension of the provision of the service attributable to the Customer, or in the event of force majeure.

The delivery date(s) agreed between the service provider and the Customer will only be binding once the service provider has received all the source documents to be proofread and corrected, translated or written, and the Customer’s complete instructions, and once the final quote has been drawn up and accepted. Given that the delivery date and time, if applicable, are often of the utmost importance to the Customer, the Parties must explicitly agree on these in writing. Unless otherwise agreed, the service provider dispatches the service in such a way that the Customer can legitimately expect to receive it on the day agreed for delivery. Delivery is deemed to have taken place when the service is, as the case may be, posted by post handed over to a Courier, or transmitted by fax or the Internet. The risk is then transferred to the Customer.

However, the service provider undertakes to keep a copy of each document and, in the event of loss or damage to the document delivered, to be send a new copy free of charge. In the case of it delivery by e-mail, delivery is deemed to have been made on receipt by the service provider of the electronic acknowledgment of receipt relating to its delivery e-mail. The Customer must systematically send this acknowledgement of receipt via their e-mail software. The service provider cannot be held responsible for the consequences of any delay attributable to reasons beyond its control. Thus, the Customer must be aware that the service provider cannot be held responsible for any delays or data corruption that may be linked, in one way or another, to a breakdown caused by failures of the computer servers or telecommunication systems for which the Customer is responsible, or resulting from technical issues outside of their control.

4.2 Late delivery
The service provider undertakes to notify and justify to the Customer, at least eight (8) hours before the aggrieved delivery date and time, any foreseeable delay in delivery times. In this respect, the Customer will not be entitled to claim any financial compensation.

Article 5 - Terms of payment

5.1 Payment deadlines
All invoices must be paid in full within 45 days of the end of the month or 60 calendar days from the date of issue of the invoice. In the event of non-compliance with the payment terms set out above, the service provider reserves the right to suspend its services without the Customer being able to invoke any recourse. The application of this clause does not exempt the Customer from paying the invoices due.

5.2 Late payment penalties
In the event of late payment of sums due by the Customer after the payment date shown on the invoice sent to the Customer, late payment penalties may be applied. The rate used to calculate these penalties is three (3) times the legal interest rate in force on the date of the invoice, with effect from the day after the due date is shown on the invoice. These penalties will be automatically and by right acquired by the service provider, without any formality or prior formal notice, and will result in all sums owed to the service provider by the Customer becoming immediately payable, without prejudice to any other action that the service provider may be entitled to take against the Customer in this respect.

In the case of staggered delivery, once the Customer has been notified that an interim payment is due is unpaid, the service provider is entitled to suspend all work on the task entrusted until the unpaid amount has been settled or new terms have been agreed.

Recourse to such action shall be without prejudice to any sums due, and shall not give rise to any liability whatsoever on the part of the service provider towards the Customer or any third party. In the event of non-compliance with the payment conditions set out above, the service provider also reserves the right to cancel the provision of the services ordered by the Customer, to suspend the performance of its obligations, and to cancel any discounts granted to the Customer.

5.3 No compensation
Except with the express prior written agreement of the service provider and on condition that the reciprocal debts and claims are certain, liquid and due, no compensation may be validly made between any penalties for delay in the provision of the services ordered or nonconformity of the services with the order and the sums due in respect of the purchase of the said services from the service provider.

Article 6 - Liability of the service provider

The service provider undertakes to provide the Customer with a constant quality of service. The service provider will use techniques that are perfectly suited to the service requested in the performance contract. It undertakes to adapt its equipment, methods, resources and know-how to changes in the business in which it operates so as to always provide the Customer with assistance that is best suited to its needs and most in line with the state of the art. However, the liability of the service provider, for whatever reason, is limited to the amount invoiced for the work carried out.

The service provider’s obligation in respect of the activity, be it proofreading, précis writing, page layout, translation, writing assistance or text comparison, is an obligation of means and does not commit the service provider as to the result of the assignment.

The service provider undertakes to provide the services described by the Customer with the diligence normally required in accordance with the rule of good faith set out in article 1134, paragraph 3 of the French Civil Code.

Article 7 - Cancellation and suspension

If the Customer decides to cancel or suspend, in whole or in part, the service that has already been ordered, the service provider will invoice the Customer for all costs relating to all work already carried out on the date on which the service provider was informed of the cancellation or suspension of the service, as well as all costs and expenses that may arise as a result. In the event of force majeure (ie, circumstances characterised by the irresistibility and unpredictability of the performance of the service, the occurrence of which has been assessed by the service provider on the date the contract is concluded), the service provider must notify the Customer without delay, specifying the circumstances. The occurrence of an event of force measure authorises both the service provider and the Customer to withdraw from the order undertaken.

Nevertheless, the Customer undertakes to pay the contractor for the work already carried out. If necessary, the service provider must work with the Customer to find another service provider of equivalent quality in order to complete the order. In the event of the Customer ceasing to operate (with the exception of voluntary liquidation for reconstitution), the appointment of a receiver, the Customers established insolvency or bankruptcy, or if the Customer reaches an agreement with its creditors, the service provider is entitled to terminate any contract or order in progress.

Article 8 - Complaints

For all the various services, the service provider undertakes to provide a text corresponding to the Customer's wishes, with idiomatic editing. Texts sent back to the Customer after proofreading and correction, although correct and accurate, remain suggestions on the part of the service provider and no complaint regarding them will be considered. Under no circumstances can the service provider be held liable in any way whatsoever for complaints arising from nuances of style and or generated by the quality and nature of the source document. However, the service provider cannot in any way be held responsible for any loss of commercial impact, loss of image or any other type of problem resulting from the Customer’s initial errors. In the event of disagreement over terminology, the service provider undertakes with all due benevolence to seek the solution best suited to the Customer's requirements with corrections being made as quickly as possible, without however calling into question the entire document.

In the absence of complaints expressly made by the Customer when the work is received, it will be deemed to conform to the order, in quality and quantity. Any complaint from the Customer concerning a completed job must be notified to Lemon Edit in writing within eight (8) calendar days of receipt of the said job by the Customer.

The Customer must set out the reasons for the complaint in writing, imperatively mentioning the number and date of the corresponding invoice, with all supporting documents. In the event of any complaint resulting from a manifest failure to perform or poor performance of the service, the service provider will rectify the service provided as soon as possible, the grounds for the complaint having been duly substantiated by the Customer. Where applicable, the service provider undertakes to compensate the Customer up to the amount invoiced for the corresponding service, on the condition sine qua non that the said amount has been invoiced in accordance with the service providers commercial terms and conditions and subject to the work supplied having been used by the Customer for the purpose stated when the order was placed.

No claim will be validly accepted if the Customer fails to comply with these formalities and deadlines. Similarly, in the event of a specific request from the Customer concerning the conditions of delivery of the services, duly accepted in writing by the service provider, the related costs will be the subject of a specific additional invoice, based on an estimate accepted in advance by the Customer. The service provider cannot under any circumstances be held responsible vis-à-vis the Customer or any third party, for any loss or indirect prejudice of any nature whatsoever (including any loss of profits) which would result from the use of documents processed by Lemon Edit and which would exceed the amount of the contract relating to the work provided. The Customer must indemnify the service provider against any claim or demand made against it for indirect loss or damage of this nature.

The service provider also accepts no liability for any problems arising from a decision by the Customer to use the final text for purpose other than that originally intended, without first consulting the service provider to ascertain whether any changes were necessary.

The total amount of the service provider’s liability to the Customer in respect of any contract or purchase order, including (but not limited to) work carried out, shall not exceed the amount owed to the service provider by the Customer in respect of any contract or purchase order in respect of which a claim is made. Any complaint concerning the service provider’s invoices must be brought to the attention of the service provider by registered letter within seven (7) calendar days of them being sent.

Failing this, the said invoices will be deemed to have been accepted without reservation.

Article 9 - Miscellaneous provisions

All amendments and supplements to an order must be drawn up in writing and signed by the service provider. Verbal agreements therefore have no legal value. The parties agree that the clauses and conditions of the contract or of any amendment, addition or special conditions are deemed to be independent. Any clause or condition which ceases to be applicable because it contravenes a mandatory legal provision shall be deemed unwritten and shall not affect the validity of the contract itself, unless it is a determining condition without which the service provider would not have accepted the order. It is expressly agreed that any clause in the Customer's general terms and conditions of purchase that is contrary to these stipulations shall be counselled ipso jure. In the event of the service provider ceasing to operate before the full and complete performance of the services ordered by the Customer and evidenced by the signing of an agreement based on a quotation, the Customer undertakes not to sue the service provider and not to claim damages. In the event of force majeure, the service provider may not be held liable for any prejudice whatsoever that may be suffered by the Customer. Cases of force majeur include, in particular, the irresistibility and unforeseen ability of the performance of the service, the occurence of which has been assessed at the date of conclusion of the contract.

Article 10 - Disputes

In the event of any dispute relating to the conclusion, performance or interpretation of this agreement, the Commercial Court of Bourg-en-Bresse shall have a sole jurisdiction even in the event of a third party claim or multiple defendants. However, if the Customer is not a trader the competent court will be, at the choice of the plaintiff, that of the place where the defendant lives, or that of the place where the contract was signed.

Article 11 - Applicable law

By express agreement between the parties, these General Terms and Conditions of Sale and the resulting purchase and sale transactions are governed by French law. The original text is written in French. In the event that it is translated into one or more languages, only the French text will be deemed authentic in the event of a dispute.

Article 12 - Property rights

The service provider retains ownership of the texts worked on until the work has been paid for in full, unless expressly agreed otherwise in advance. In the absence of full payment, any use of all or part of the text by the Customer will be unlawful.

Article 13 - Customer acceptance

By signing the quotation, these General Terms and Conditions of Sale are expressly approved and accepted by the Customer, who declares and acknowledges that they are fully aware of them, and therefore waive the right to rely on any contradictory document, in particular their own general terms and conditions of purchase, which will be unenforceable against the service provider, even if the latter is aware of them.

Signed in Ferney-Voltaire 05/07/2024