These general terms and conditions of sale (hereinafter referred to as "GTCs") apply to orders for products from ASMODÉE CANADA INC. (the "Products"), a corporation duly incorporated under the Business Corporations Act (Quebec), register under the Québec Enterprise Number 1171683395, having its head office located at 4001 F.-X.-Tessier, Suite 100, Vaudreuil-Dorion, QC J7V 5V5 (hereinafter "ASMODEE"), placed with ASMODEE by: a professional buyer operating as a retailer (hereinafter "the Buyer").
ASMODEE and the Buyer are hereinafter referred to as (i) individually a " Party " and (ii) collectively the " Parties ".
1.1. The GTCs govern all purchase-sale transactions between ASMODEE and the Buyer, relating to the Products. The GTCs s are applicable from April 1, 2025 and onward and supersede any prior terms. In the case of groups federating independent affiliated members or, more generally, in the event of a negotiating mandate entrusted to the Buyer, these GTCs will be sent to the group's head office, which undertakes to bring them to the attention of all its affiliates and/or principals to whom they will then be enforceable.
1.2. The GTCs are applicable in Canada (the “Territory”).
1.3. Any order placed with ASMODEE necessarily implies, as an essential and determining condition, the full and unreserved acceptance by the Buyer of the GTCs. Any provision to the contrary and, in particular, any general or specific terms and conditions issued by the Buyer or its group, including any terms and conditions of purchase and purchase orders, are therefore not enforceable against ASMODEE, unless previously accepted in writing by ASMODEE. Any document other than the GTCs and in particular prospectuses, brochures, advertising or promotional documents, notices or catalogues issued by ASMODEE is only indicative, not contractual.
1.4. The fact of not availing itself, at a given time, of any of the provisions of the GTCs cannot be interpreted by the Buyer as a waiver by ASMODEE of the right to avail itself of any of the said provisions at a later date.
1.5. ASMODEE reserves the right to derogate from certain clauses of the GTCs, depending on the negotiations conducted with the Buyer, by establishing particular conditions of sale included in a written agreement.
Under no circumstances may ASMODEE be subject to obligations that create a significant imbalance in the rights and obligations of the Parties. In addition, the Buyer may not obtain from ASMODEE prices, payment terms, conditions of sale or terms of sale that are discriminatory and not justified by real considerations. In any event, any advantage granted to the Buyer under particular conditions of sale must be the subject of a "balanced" consideration.
1.6 The GTCs may be modified at any time by ASMODEE; it being understood that any modification will be notified to the Buyer within 30 (thirty) days before their implementation, unless there is a change affecting ASMODEE's price (cf. article 2. "PRICE" herein).
2.1. The prices shown in the price list are exclusive of taxes and free shipping and packaging.
2.2. Invoicing sent to the Buyer is made on the basis of the price in force on the date of the order, the Buyer declaring that he has read the applicable rates before contracting (hereinafter the "Price List").
ASMODEE reserves the right to modify its Price List during the year, in particular in order to take into account the increase in production and transport costs, any changes in exchange rates, or to take into account unforeseen increases in import duties, tariffs, or other government-imposed fees affecting the cost of goods imported from any country to the Territory.
Any Buyer who places an order after the entry into force of the new Price List is deemed to have accepted it, which will prevail over any possible conflicting information that may appear in the order. In the event of the Buyer's refusal to apply all or part of the new Price List for which a justification has been provided by ASMODEE, ASMODEE reserves the right not to proceed with orders for Products concerned by the new Price List, placed after a period of thirty (30) days following the date of effectiveness of the new Price List.
2.4. Each order can be accompanied by several invoices, i.e. one invoice per shipment in the case of partial deliveries. The date of issue of each invoice is the starting point for calculating the payment due date. It corresponds to the date of departure of the Products from ASMODEE's warehouses.
2.5. The Buyer is solely responsible for setting its resale prices.
3.1. In order to be perfect, valid and fulfilled by ASMODEE, any order with ASMODEE must (i) be made in writing and expressly include the signature of the Buyer as well as the precise description of the Products ordered according to the technical specifications provided by ASMODEE, and (ii) be for a minimum of $250 (two-hundred-and-fifty-dollars) excluding taxes. The packing procedures are defined by ASMODEE, the Buyer undertakes to comply with them in the context of his orders. No order can be accepted by ASMODEE if it does not comply with standard packaging.
3.2. Any written order containing all of the above-mentioned information is considered binding upon receipt by ASMODEE and expressly commits the Buyer, who may neither cancel nor modify it. If, exceptionally, the Buyer wishes to cancel or modify an order, he/she must inform ASMODEE by registered mail with acknowledgement of receipt at least 15 (fifteen) days before the delivery date initially scheduled on the order confirmation. ASMODEE may, at its sole discretion, accept or refuse this request. In the event of acceptance by ASMODEE, the latter may require the Buyer to pay a fixed compensation of 5% of the amount excluding taxes of the initial order in order to cover the costs incurred by ASMODEE as a result of this cancellation or modification.
3.3. ASMODEE reserves the right to refuse any order from the Buyer in the event of (i) failure by the Buyer to comply with any of its obligations provided for in the GTCs or the particular conditions of sale applicable to it, in particular in the event of a breach of the provisions of articles: "TERMS OF PAYMENT", "INTELLECTUAL PROPERTY RIGHTS", “TRADE COMPLIANCE” and "ANTI-CORRUPTION", (ii) doubt about the Buyer's creditworthiness or (iii) order of an abnormal nature for any reason whatsoever, or placed in bad faith. This will be the case, in particular, in the event of orders that are clearly excessive, taking into account the Buyer's usual order volume. In such cases, ASMODEE aims to avoid fluctuations in production and to guarantee the regularity of its logistics flows. Similarly, repeated orders on short dates for Products that are out of stock will be considered to have been placed in bad faith.
3.4. Under no circumstances can ASMODEE be held liable if the goods listed in the Price List are not available, for whatever reason, and it is unable to sell these goods to the Buyer. If the entire order cannot be fulfilled due to a partial or total shortage of which the Buyer has been informed, this shall not justify an order cancellation or give rise to penalties or compensation.
3.5. Sale of new products and release dates
For each of its new products distributed exclusively, ASMODEE defines a release date in its Price List, called the "official release date". This is the date of the public launch and sale of the Products. The date announced in the Price List takes precedence over any other date, previously announced or not, in any medium and by anyone (including the publisher of the game). By default, if no official release date is communicated by ASMODEE, the Product can go on sale immediately. It is the Buyer's responsibility to inquire about any missing information related to the release date of Products.
If a new Product is received by the Buyer before the official release date, the Buyer undertakes not to disclose it (no demonstration or unpacking) or to put it on the shelves and not to sell it before this date.
Respecting the official release dates is essential for ASMODEE, which itself is committed to ensuring that the publishers whose Products it distributes are respected and to its customers to create the conditions for fair and equitable competition. Failure to comply with these commitments could cause significant harm to ASMODEE. As a result, failure to comply with the official release dates by the Buyer will be sanctioned by an immediate cessation of sales to the Buyer, without prejudice to any claims for damages that ASMODEE may bring in court against the Buyer.
3.6. Resale Restrictions in Canada.
If the Buyer is located in Canada, all Products sold pursuant to these GTCs are exclusively intended for sale on Canadian marketplaces. The Buyer shall not resell, distribute, or otherwise make the Products available for purchase outside of Canada, including on any e-shopping site and must comply with ASMODEE’s Policy.
3.7. Online Account
To obtain information regarding the different Products offered by ASMODEE and to place orders, the Buyer may opt to register an online account with ASMODEE (the “Account”). ASMODEE reserves the right, in its sole discretion, to suspend or terminate the Account at any time, with or without prior notice or justification, and without incurring any liability.
When opening an Account, the Buyer may choose one of the following types of Account:
3.7.1. Prepaid Account
By accepting a Prepaid Account, the Buyer authorizes ASMODEE to store payment information and to process payments and pre-authorizations on the credit card on file. The Buyer is responsible for promptly notifying ASMODEE of any changes to the Buyer’s payment information.
3.7.2. Terms Account
By accepting a Terms Account, the Buyer authorizes ASMODEE to obtain any necessary information for the account application and agrees to the business terms set by ASMODEE. The Buyer acknowledges that credit limits and business terms are determined solely by ASMODEE and may be modified at ASMODEE’s discretion at any time. If the Buyer does not adhere to these terms, ASMODEE may terminate the Terms Account without notice and without any liability.
4.1. Any ASMODEE invoice is payable on the due date as stated on said invoice, by e-transfer, bank transfer or credit card. The payment date is the date on which the amount due is credited to ASMODEE's accounts on the value date.
All payments must be made to ASMODEE under the Buyer’s terms of payment. Failure to comply with these deadlines will be considered as late payment. No discount is given in case of advance payment.
4.2. By way of derogation from Article 4.1 above, ASMODEE may require any Buyer presenting risks of insolvency to pay its invoices before the shipment of the Products. To this end, ASMODEE will send the Buyer a pro-forma invoice. The order will only be considered firm and final when the amount of the invoice has been received by ASMODEE.
4.3. Any delay in payment on the due date will automatically result in the following consequences:
4.4. No payment may be set off at the sole initiative of the Buyer, for any reason whatsoever and in particular in the event of an allegation by the Buyer of a delay in delivery or non-conformity of the Products delivered, the prior written agreement of ASMODEE being essential. Any reduction of or set-off made against the sums due to ASMODEE made in violation of this article will be considered as a payment incident. No debit note will be enforceable against ASMODEE unless it has expressly and previously accepted it in writing.
4.5. ASMODEE may, at any time, depending on the risks it deems to be incurred as a result of the Buyer's situation, decide to refuse an order, set a ceiling on the Buyer's overdraft, require shortened payment terms, cash payment or certain guarantees. This will be the case, in particular, if a sale, lease, pledge or contribution of the Buyer business or certain of its assets, or a change in the control or structure of its company or in the person of its director, is likely to have an adverse effect on ASMODEE's credit.
5.1. ASMODEE makes every effort to meet the delivery times and appointments desired by the Buyer.
Delivery means the provision of the Products to the Buyer on or in the transport vehicle.
Deliveries are only made according to availability and in the order in which orders arrive.
Deliveries are exclusively provided by ASMODEE and/or its service providers and subcontractors. The Buyer undertakes to make every effort to facilitate the receipt of the Products on the day of delivery. Unloading operations are the responsibility of the Buyer at its own expense. In the event that the Buyer fails to comply with its obligation to receive the Products, ASMODEE shall have the right, at its sole discretion, to proceed with the termination of the sale and to claim fair damages, to consider itself exempt from its obligation to deliver and to request payment of the order from the Buyer, which will be required to do so. In the event that, after acceptance by ASMODEE, a new delivery is made, ASMODEE will invoice, in addition, the cost incurred by this new delivery.
5.2. The usual delivery times are as follows:
One-to-three open business days, depending on postal code regions.
These deadlines are specified as an indication, depending in particular on the availability of carriers and the order of arrival of orders. Also, delays in delivery can neither justify the cancellation of the order, nor give rise to the application of penalties or compensation, nor to refusals of delivery or to withholding payment of invoices, unless prior written agreement of ASMODEE, and this, notwithstanding the existence of clauses to the contrary in any conditions of purchase of the Buyer.
In any event, in accordance with Article 15. 'EXCLUSION OF FIXED AND PREDETERMINED PENALTIES' hereinafter, only the damage actually suffered by the Buyer, demonstrated and evaluated, may be the subject of a claim for compensation, which can in any case only be made after negotiation with ASMODEE and agreement between the two Parties.
In the event of disagreement on the nature and/or amount of compensation for the damage suffered by the Buyer, the Parties agree to call upon an expert appointed by the Civil Division of the Superior Court of Quebec. In addition, the Buyer acknowledges and accepts that in the event of a stock shortage and for new Products and so-called "exclusive" Products, these deadlines will not apply. In these cases, ASMODEE will inform the Buyer of the applicable deadlines depending on the availability of the goods ordered. The Buyer who has not been delivered by the given indicative date may cancel all or part of his order one (1) month after formal notice has remained unsuccessful. This formal notice must allow ASMODEE to clearly identify the disputed order (information to be provided by the Buyer: order number, indicative delivery time, delivery address). ASMODEE is authorised to make deliveries in whole or in part. In any event, delivery can only take place if the Buyer is up to date with all its obligations towards ASMODEE, regardless of the cause of any non-performance.
ASMODEE will also be fully released from its obligation to deliver in the event of force majeure, as defined in the "FORCE MAJEURE" article below. Any modification of an order made during the execution of the order, even if it is accepted by ASMODEE, may result in an extension of the delivery time provided for in accordance with the terms communicated by ASMODEE to the Buyer.
5.3. Upon delivery, it is the Buyer's responsibility to immediately check the good condition of the delivered Products. It is the sole responsibility of the consignee receiving the Products to verify whether the contract of carriage has been properly performed and, if not, to take all appropriate measures to maintain the remedy against the carrier.
In the event of a lack of conformity of the delivery, the Buyer must immediately and with clarity:
In the absence of duly expressed reservations, the delivery will be deemed accepted by the Buyer, and no return of goods will be accepted. The action on the basis of the duly expressed reservations must be brought by the Buyer, under penalty of foreclosure within one (1) year from the receipt of the letter of reservation.
5.3.1. Denial of the possibility of control. If the carrier refuses to allow the Buyer to inspect the goods, it is the responsibility of the Buyer (1) either to refuse the goods (see article 5.3.7), or to accept the goods by writing on the consignment note "refusal of the possibility of inspection" and (2) to inform ASMODEE by sending a copy of the consignment note.
5.3.2. Pallet delivery. In the case of a delivery of a parcel on a filmed pallet, it is the Buyer's responsibility to check (1) the good external appearance of the pallet on all its sides (and in particular that no parcel is visibly damaged), (2) that the plastic film packaging the pallet and the Asmodee guarantee strip are intact and (3) that the delivery note is addressed to him.
5.3.3. Delivery of Packages. In the case of a delivery of one or more parcels, it is the Buyer's responsibility to verify (1) that the number of parcels actually delivered corresponds to the expected number of parcels (as indicated on the consignment note issued by the carrier), (2) that each of the parcels is intact and (3) that the delivery note is addressed to him.
5.3.4. Unwrapped pallet or opened package. If the plastic film wrapping the pallet or the Asmodee warranty strip is not intact or if one of the packages is opened, the Buyer must decide either to refuse the entire delivery (see article 5.3.7) or to check in the presence of the carrier that no Product is missing.
In the latter case, it is the Buyer's responsibility to:
5.3.5. Missing package. If the number of parcels delivered does not correspond to the number of parcels indicated on the consignment note, it is the Buyer's responsibility to:
5.3.6. Damaged package. If the pallet or packages are in poor condition, it is the responsibility of the Buyer to:
5.3.7. Refused Package. The Buyer has the option of refusing a package if it is in such a condition that the Buyer cannot accept it. In this case, it is the Buyer's responsibility to:
5.3.8. Undelivered Goods. If the plastic film wrapping the pallet and the Asmodee warranty strip are intact or if the number of parcels delivered corresponds to the number of parcels indicated on the consignment note BUT the nature or quantity of the sets delivered does not correspond to what is indicated in the delivery note, it is the responsibility of the Buyer to inform ASMODEE by sending a copy of the delivery note on which (1) the number of pallets or packages received are entered, (2) the missing Products are circled, (3) the number of missing copies of each Product is entered, and (4), if applicable, the descriptions and quantities of each Product received in excess are entered.
5.3.9. Damaged Goods. If the package is intact but Products are damaged, it is the Buyer's responsibility to inform ASMODEE by sending (1) photos of the package showing that it is intact on all sides, (2) photos of the damaged Products, and (3) a copy of the delivery note on which the damaged Products are surrounded and the number of damaged copies of each Product is listed. The Buyer must retain the damaged Products for inspection.
5.3.10. Deadlines and modalities for the communication of reservations. Within the framework of the provisions of articles 5.3.4 to 5.3.9, the Buyer must communicate his reservations to ASMODEE, within five (5) business days of receipt, either by email or by registered letter with acknowledgment of receipt.
5.3.11. Availability of Missing or Damaged Products
ASMODEE may supply any missing or damaged Products, provided that these are still available. Missing or damaged Products include defective or missing components of a Product, but does not extend to packaging materials such as liners or boxes. For all inquiries and requests regarding missing or damaged Products, please contact an ASMODEE Sales Account Manager.
Without prejudice to the provisions of Articles 3.3 and 4.3, in the event of non-performance by the Buyer of any of its obligations and in particular in the event of a breach of its obligation to pay or if it makes it more difficult, by any means whatsoever, for ASMODEE to exercise its right to claim, ASMODEE may order the automatic rescission of (i) all sales corresponding to goods delivered and remaining unpaid, (ii) sales in the process of delivery and (iii) for future sales, of any agreements relating to the terms of payment and the immediate payment of cash. In addition, the occurrence of such events justifies ASMODEE's refusal to honour subsequent orders.
7.1. No returns of merchandise for unsold goods will be accepted.
A return of goods for a reason other than the one mentioned above will only be accepted with the prior written consent of ASMODEE. ASMODEE reserves the right to refuse any return of Products that are not in their original condition. The costs and risks associated with the transport of the returned Products shall remain the responsibility of the Buyer. Returns made without the prior written consent of ASMODEE may be refused without further formality.
7.2. Under no circumstances will ASMODEE be obliged to take back Products that have not been subject to reservations by the Buyer at the time of delivery, in accordance with Article 5.3 above.
8.1. Despite all the care taken when printing and assembling the Products distributed by ASMODEE, it may happen on rare occasions that a Product has a minor defect, including some missing, badly printed or broken parts when opening the box. In such a case, ASMODEE will not refund or replace the entire Product, but undertakes to provide the Buyer with replacement parts. To do so, it is the Buyer's responsibility to email the CSR department at csr@asmodee.com. It will be the responsibility of the Buyer to provide any justification as to the reality of the defects or non-conformities noted. Spare parts will be sent free of charge to the address provided on the form, as soon as possible. If, for any reason, ASMODEE is unable to provide the appropriate parts within a reasonable period of time, the Buyer may request a credit note on the relevant Products or the delivery of substitute Products in a subsequent order according to the procedure described in Article 10.2.
8.2. The after-sales service procedure does not cover cases of game boxes damaged on delivery. These cases shall be dealt with in accordance with the procedures outlined in articles 5.3.6 and 5.3.9. In addition, ASMODEE cannot be held liable in the event that the Products sold are transported, unloaded and/or stored by the Buyer in conditions that are abnormal or incompatible with their nature.
8.3. The after-sales service procedure does not cover cases of defects in conformity or major manufacturing defects, including if all or the vast majority of parts are missing, poorly printed or broken when the box is opened. These cases shall be dealt with in accordance with the procedure set out in Article 10.2.
9.1. It is expressly agreed that ASMODEE reserves ownership of the Products ordered and/or delivered until full payment of the principal price, interest, taxes and any ancillary costs by the Buyer. ASMODEE and the Buyer mutually undertake to comply with the accounting obligations relating to sales with a retention of title clause. The Buyer must ensure at all times that the Products for which payment has not been made in full are individualized and identified as the property of ASMODEE and cannot be confused or claimed by third Parties. The Buyer undertakes to inform any third party, in particular in the event of seizure, of the fact that the Products subject to the retention of title clause belong to ASMODEE and to immediately inform ASMODEE of any seizure or similar operation. Failure to pay one or more of the instalments or sums due to ASMODEE within the prescribed period may result in ASMODEE claiming part or all of the Products up to the amount due to it, whether they are due or due to occur.
9.2. The first Products delivered to the Buyer are presumed to be the first to be resold.
9.3. ASMODEE reserves the right to carry out a contradictory inventory of the Products delivered at any time, and the Buyer undertakes to give ASMODEE free access to its premises for this purpose.
9.4. The transfer of risk takes place at the time of delivery. In accordance with Article 5.1, delivery is deemed to take place as soon as the Products are made available to the Buyer in accordance with the applicable Incoterm, the unloading of the Products being carried out by the latter.
9.5. The Buyer bears, from the date of delivery as defined in Article 5.1, the risks relating to the Products in the custody and preservation of which he must take full care. The Buyer indemnifies ASMODEE against all consequences and losses, pecuniary or otherwise, in the event of damage caused to the Products by its own cause during unloading operations.
10.1. ASMODEE guarantees, on the date of departure from its warehouses, the compliance of its Products with the regulations in force as well as with the use for which they are intended, including importation, selling, labelling and tax affecting the Products to ensure that the Products are suitable for importation and sale in the Territory.
ASMODEE has proceed to necessary product safety tests required by laws in the Territory to ensure that the Products can be available to the widest users, which should be the youngest users possible. However, this guarantee can only be invoked by the Buyer if he has previously followed the procedure referred to in Article 5.3 of the GTCs.
The Buyer agrees to inform ASMODEE of any applicable local constraints (i.e., additional requirements provided by local law with regards to product safety, labelling, warning, notices to be affixed on the packaging, etc.).
10.2. ASMODEE guarantees the Buyer against hidden defects that may affect the Products, provided that this warranty has been invoked within two (2) years of the discovery of the defect.
10.3. In all cases of dispute over the quality of the Products, the Buyer undertakes to give ASMODEE the possibility of checking the disputed Products. If the existence of a lack of conformity or a hidden defect is demonstrated by the Buyer, the Buyer may, at his option, request the reimbursement of the price of the Products concerned or the delivery of substitute Products. In both cases, it will make the Defective Products available to ASMODEE so that the latter can repossess it.
10.4. The Buyer undertakes to inform ASMODEE of any problem relating to the Products of which he may be aware. The Buyer undertakes to transmit to ASMODEE as soon as possible any complaint made against the Products by a consumer or a third party and is prohibited from providing a written or verbal response without first consulting ASMODEE. Any response to a third party without or against the prior advice of ASMODEE shall not be enforceable against ASMODEE, without prejudice to any remedies which may be available to ASMODEE in the event of damage to its image.
10.5. No action taken by the Buyer, such as a response to a consumer, withdrawal or recall of the Products shall be enforceable against ASMODEE if it has not been consulted beforehand and has not given its prior written consent to these measures. The Buyer is committed to assisting ASMODEE in any trade-in operations decided by ASMODEE.
10.6. In the event of withdrawal/recall of Products, the Buyer shall refrain from any communication, by any media whatsoever (television, radio, posters, etc.) using ASMODEE's name, brand and/or visual logos and/or presenting ASMODEE as responsible for the cause of the withdrawal/recall, as long as ASMODEE's liability has not been established by an administrative or court decision that has become final. Any communication made in the context of a withdrawal and/or recall procedure initiated by the Buyer and mentioning the identity of ASMODEE must be accepted beforehand by the latter.
10.7. ASMODEE cannot be held liable in the event that the Products have been kept and stored by the Buyer in conditions that do not comply with the regulations in force, the information indicated on the Products and possibly the indications provided by ASMODEE. In the event of a quality complaint by the Buyer, ASMODEE reserves the right to request proof of the proper conservation of the Products. ASMODEE cannot be held liable in the event of non-compliance with its obligations by the Buyer. The Buyer undertakes to take all necessary precautionary measures to limit his damages as well as those of ASMODEE. In the event that the Buyer claims damage related to a breach by ASMODEE, it is the Buyer's responsibility to contact ASMODEE and provide it with the supporting evidence establishing ASMODEE's breach and its damage. In any case, ASMODEE's liability does not cover any indirect and/or immaterial damage and is strictly limited to the amount of the order concerned.
11.1. The Buyer expressly acknowledges that he/she is not the owner of any intellectual property rights over ASMODEE's Products, logos and graphic elements, which remain the sole and exclusive property of ASMODEE.
The Buyer may not, under any circumstances and for any reason whatsoever, modify the intellectual property rights or trademarks of the Products, drawings, models, logos, and more generally any graphic element, whether or not protected by a title of ownership, and any content, in any form whatsoever (video, article, etc.), nor request or obtain any legal protection (in particular, but not limited to, trademark registration or copyright infringement claim) for any element of any nature whatsoever in relation to ASMODEE's Products and/or trademarks.
In the absence of prior written authorization from ASMODEE, the Buyer may not proceed with any reproduction, representation, adaptation in any way whatsoever, on any medium whatsoever, of ASMODEE's logo, Products or trademarks.
Any use of an ASMODEE trademark by the Buyer must comply with the applicable regulations in force, ASMODEE's line of communication and respectful of ASMODEE's brand image, the Products, and for the sole purpose of promoting the sale of the Products in a qualitative framework.
The Buyer also undertakes not to concede, to any third party whatsoever, any rights granted by ASMODEE in the context of the marketing of its Products.
11.2 ASMODEE reserves the right to oppose, stop or seek compensation for any use that it deems unfair, constitutes an act of commercial parasitism, or is contrary to its image, interests or rights that it has granted or from which it has received the concession.
11.3. The Buyer who becomes aware of an infringement of the intellectual and/or industrial property rights held by ASMODEE or of a legal action brought against ASMODEE in matters of intellectual and/or industrial property must immediately inform ASMODEE by e-mail confirmed or by registered letter with acknowledgement of receipt. The Buyer will not take any action without first referring it to ASMODEE, which will be the only one entitled to direct the procedure and decide on any actions to be initiated or implemented.
ASMODEE, in its capacity as data controller, may be required to process personal data for the management of its relations with its customers, including the Buyer, as well as for the performance of the sales contracts concluded with them, the legal basis for the processing being the performance of the existing contractual or pre-contractual relationship between ASMODEE and the Buyer and, where applicable, compliance with a legal obligation. The processing of personal data may also be carried out for statistical purposes and for prospecting purposes on the legal basis of ASMODEE's legitimate interest.
The information collected (e.g. the surname, first name, email address and/or postal address of the Buyer's employees and collaborators) is essential for this processing and is intended for the authorised staff of ASMODEE's marketing, customer, sales, administrative, logistics and IT departments. The data collected may be communicated to ASMODEE's subcontractors when this is necessary for the performance of the services desired by the Buyer. ASMODEE ensures that, as part of the performance of their services, its subcontractors use the Buyer's personal data in accordance with the applicable legislation on the protection of personal data.
In addition, ASMODEE may be required to communicate the Buyer's personal data pursuant to a legal obligation or for the purposes of dispute resolution.
This data is kept for the duration of the business relationship and for ten (10) years from the end of the relationship. Where relevant, ASMODEE undertakes to process such data in accordance with the provisions of European Regulation No. 2016/679/EU of 27 April 2016 " General Data Protection Regulation " (GDPR) and, where applicable, any other national/European legislation or regulation relating to personal data applicable during the duration of the GTCs.
ASMODEE takes all necessary and reasonable measures, of a technical and organisational nature, to guarantee a high level of security with regard to the data processed and to ensure the protection of such data against accidental or unlawful destruction, accidental loss, alteration, unauthorised dissemination or access as well as any other form of unlawful processing. Access to personal data is strictly limited to ASMODEE employees who are authorized to process it by virtue of their duties and subject to a strict obligation of confidentiality.
The natural persons concerned by this data processing, i.e. the employees and collaborators of the Buyer, may exercise their right of access, rectification, deletion, withdrawal of consent, data portability, issuance of post-mortem advance directives and opposition to the processing by sending an email to ASMODEE at the address: csr@asmodee.com, accompanied by a copy of their identity document.
The Buyer undertakes to inform its employees and collaborators whose personal data may be transmitted to ASMODEE of the content of this article so that they can exercise their rights.
The Buyer may exercise all of these rights at any time with ASMODEE by sending a request to this effect accompanied by a copy of an identity document:
ASMODEE responds to the Buyer's requests as soon as possible and in accordance with applicable law.
13.1. The Buyer expressly acknowledges that ASMODEE is subject to the laws in force relating to the fight against corruption, and in particular the US Foreign Corrupt Practices Act, the UK Bribery Act, the Corruption of Foreign Public Officials Act (Canada), and the French law on transparency, anti-bribery and modernization of economic life also called “Loi Sapin / Sapin 2 law (hereinafter “Anti-Bribery Acts”).
The Buyer also acknowledges that the said Anti-Bribery Acts apply i) regardless of the place where the service/activity takes place, and ii) both to ASMODEE and its co-contractors/partners.
Accordingly, the Buyer represents and warrants that at all times during the performance of the GTCs and beyond, it will comply with and take all reasonable steps to ensure that its subcontractors, agents or other third parties, under its control or influence, will comply - including but not limited to - the following provisions:
13.2. The Buyer shall not:
13.3. If the Buyer becomes aware of any investigation against it or against its subcontractor or a person acting in its name, relating to any act of bribery or corruption, the Buyer shall notify ASMODEE of such investigation immediately.
13.4. Without prejudice to any other right or remedy under these GTCs or otherwise, ASMODEE may terminate the commercial relations with the Buyer with immediate effect on written notice if the Buyer is in breach with any of the obligations above-mentioned; the latter being deemed to be material obligations, which is expressly accepted by the Buyer.
Each party agrees to comply with all applicable trade and economic sanctions, export control, and anti-boycott laws and regulations in performing the GTCs, including but not limited to EU, UK, Canada, UN and United States (the U.S. Department of Commerce Bureau of Industry and Security's ("BIS") Export Administration Regulations and the economic sanctions programs administered by the U.S. Department of Treasury's Office of Foreign Assets Control ("OFAC")) laws and regulations (together "Trade Restrictions").
Each party represents and warrants that neither it nor any parent, subsidiary is (1) included on any of the restricted party lists maintained by the EU, UK, UN and/or the U.S. Government under applicable Trade Restrictions, including the Specially Designated Nationals List administered by OFAC, the Denied Parties List, Unverified List, Entity List maintained by BIS (collectively, "Restricted Party Lists"), (2) owned or controlled by a Restricted Party, or (3) owned or controlled by or acting on behalf of the governments of Cuba, Iran, North Korea, Syria or Crimea. Each party shall immediately inform the other party about any change of ownership, control and/or other circumstances that could invalidate the representations made under this clause.
In performing the GTCs, each party will not, directly or indirectly, do business with or provide goods or services to any company or individual on the Restricted Party Lists or to any country with which trade is prohibited by any applicable sanctions.
The commercial relations with the Buyer may be terminated by the non-breaching party if the other party or anyone acting on its behalf fails to comply with this clause. A breach of this clause entitles the non-breaching party to refuse to enter into, to perform any delivery or to cancel any delivery or to terminate the commercial relationship with immediate effect and at its sole discretion.
15.1 No predetermined penalty, fixed or not, for any reason whatsoever, will be accepted by ASMODEE, except with the prior written agreement of ASMODEE, notwithstanding any clauses or provisions to the contrary that may appear in terms and conditions of purchase, listing contracts, annual business plan, logistical conditions, special agreements, or any other document issued by the Buyer.
15.2 More specifically, with regard to logistics penalties, no penalty for non-performance by ASMODEE of its contractual commitments of a logistical nature may be invoiced to ASMODEE if:
If ASMODEE and the Buyer agree on penalties, these must be the subject of a detailed invoice issued by the Buyer and the payment period for which may not be less than that provided for the payment of the Products.
In any case, ASMODEE will not be liable for any penalty in the event of force majeure as defined in Article 16 hereof but also in the event of external circumstances which, although not meeting the conditions of force majeure, would disrupt the deliveries that it must honour with regard to the Buyer.
16.1. Under no circumstances can ASMODEE be held liable if it is unable to perform its obligations, in particular to honour and/or deliver the Buyer's orders, due to a case of force majeure, understood as any circumstance beyond the control of ASMODEE preventing the performance by the latter of its obligations under normal conditions, and in particular, without this being limited to, in the event of a health crisis, bad weather, floods, natural disasters, strikes, including internal strikes and strikes by logistics service providers, work stoppages, lockouts, fires, lack of raw materials, obstacles to production or transport not attributable to ASMODEE, regardless of their origin, total or partial disruption of supply, material accidents on ASMODEE's premises, those of its suppliers or subcontractors, war, riots, insurrections, social unrest, factory closures. ASMODEE will keep the Buyer informed, in a timely manner, of the occurrence of a force majeure event. If the force majeure event lasts longer than two (2) months, either Party shall be entitled to terminate all or part of the order.
16.2. In the event of a change in circumstances that makes it excessively expensive to manufacture or deliver the Products, other than in the circumstances described in paragraph 2.2., ASMODEE may request a renegotiation of the sale. The execution of the sale will be suspended during this renegotiation. In the absence of an agreement within fifteen (15) days, ASMODEE may terminate the sale without penalty.
17.1. The Parties undertake to keep all information which they may exchange pursuant to their commercial relations, strictly confidential at all times, even after the expiration or termination of their commercial relations, irrespective of the reason, therefore.
17.2. However, neither Party shall be liable for having disclosed information which is already in the public domain where the Party disclosing the information can prove that it was aware of such information before it was communicated by the other Party or if the information was legally obtained from another source.
17.3. Accordingly, each Party agrees to refrain, save where the other party has given its prior permission in writing, from disclosing to any person, business or company, information relating to the business, financial statements, financial position, manufacturing secrets, patents, contracts or transactions pertaining thereto and of which they might have gained knowledge before, during or after the execution of their commercial relations.
Any claim or commercial dispute on the part of the Buyer relating to the entire existing commercial relationship with ASMODEE and, in particular, to the payment of financial benefits, of any nature whatsoever, concerning year N, must be made no later than the end of calendar year N+1. Otherwise, no claim or dispute may be submitted and will therefore be considered time-barred and therefore inadmissible.
19.1. All commercial relations between ASMODEE and the Buyer resulting from the application of the GTCs and any special agreements that may be concluded, and all resulting disputes, whatever their nature, are subject in all respects to the law of the province of Quebec and any federal Canadian laws applicable hereto, even if the goods are sold to a Buyer established outside Canadian territory. The language of interpretation is English.
19.2. ASMODEE and the Buyer agree to make every effort to amicably resolve any disagreements that may arise from the business relationship between them. Any dispute relating to the contractual relationship established between ASMODEE and the Buyer, as well as the acts that will result therefrom, shall be submitted to the exclusive jurisdiction of Quebec.
19.3 Compliance with OQLF Requirements
If the Buyer is located in the Canadian Province of Québec, the Buyer acknowledges and agrees to comply with all applicable laws and regulations of the Province of Québec enforced by the Office québécois de la langue française (the “OQLF”). The Buyer is solely responsible for ensuring compliance with these requirements and for reviewing any related guidance provided in ASMODEE’s Frequently Asked Questions or other resources applicable to Québec retailers.
