SOMFY PROTECT SALES TERMS

Last updated April 1^st 2017.

1. Introduction

This Somfy Protect Sales Terms & Conditions Agreement (the “Sales Terms”) set forth certain terms between you (“Customer”) and Somfy Protectregarding your purchase of Somfy Protect hardware products (the “Hardware”) and/or related services (the “Services”) directly from Somfy Protect.

The Master Agreement is between you and Somfy Protect by Myfox S.A.S, located at Regent Part II, Bat. 1, 2460 l’Occitane, 31670 Labège, France. The Master Agreement includes the following (each, a “Somfy Protect Agreement” or “Sub-Agreement”):

• Somfy Protect Sales Terms & Conditions Agreement, found here
• General Terms and Conditions of services for remote-controlled automation Systems, found here
• Somfy Protect Services Agreement, found here
• Somfy Protect Product & Services Warranty and Safety Warnings, found here
• Somfy Protect Additional Terms Applicable to Specific Territories, found here

By establishing an account with Somfy Protect or purchasing a Somfy Protect hardware product or Service, you agree to be bound by all terms of the Master Agreement and any Sub-Agreement that are applicable in the territory where you are located. These Sales Terms will incorporate and be subject to the Somfy Protect Master Agreement, as well as incorporating the terms and conditions of and being subject to the Somfy Protect Website Terms of Use found here and the Somfy Protect Privacy Policy found here.

2. Sales Terms

To purchase the Hardware from Somfy Protect and/or use and subscribe to the Services, the Customer shall follow the steps of the process indicated on the Somfy Protect websites. The Sales Terms between the parties will be those that have accepted most recently by the Customer.

3. Responsibility for Requirements

It is up to the Customer to ensure that Customer meets all the requirements in order to use the Hardware, as described in the Requirements for Proper Use of the Somfy Protect Products attached on Schedule 1. No cancellation or termination of any order will be accepted on the grounds of incompatibility or other failure by Customer to comply with the applicable requirements for proper use of the Hardware or Service.

4. Ordering.

The Customer may order the Hardware directly from Somfy Protect, notably on its websites or from the customer service department. Any order for Hardware placed on line or with the customer service department is confirmed by an e-mail sent to the address indicated by the purchaser at the time of placing of the order, this e-mail serving as an Order Form. If no e-mail address is supplied, Somfy Protect reserves the right to refuse the order.

Somfy Protect reserves the right to cancel or refuse any order in particular from a Customer with whom a dispute exists in relation to an earlier non-payment.

5. Pre-Orders.

Your placement of a reservation and pre-order does not create a contract for sale.

By placing a reservation and pre-order for a Product that is not yet available for sale, you make an offer to Somfy Protect to purchase the Hardware subject to these Sales Terms. Somfy Protect will obtain an authorization from your bank or credit card company for no charge. Somfy Protect does not capture payment until the Hardware actually ships, so an authorization from your payment card company may stay open for several days or weeks before a charge is actually made.

You may cancel your offer to purchase Hardware at any time prior to shipment and you will not be charged. You will receive an email several days prior to the shipment of reserved Hardware in which you will have an option to cancel your offer and you will not be charged. Later, when the Hardware is offered for sale, Somfy Protect may accept your offer to purchase Hardware subject to these Sales Terms. At that time, Somfy Protect will capture payment on the payment card you provided and ship your Hardware. Somfy Protect may obtain an additional authorization from your payment card company to confirm necessary funds are available to purchase the Hardware requested. Somfy Protect reserves the right to cancel or refuse any order for any reason at any time prior to shipment, including after an order has been submitted, whether or not the order has been confirmed. We may attempt to contact you if all or a portion of your order is cancelled, or if additional information is needed to complete and accept your order.

6. Prices.

For sales in Europe, the prices indicated by Somfy Protect are expressed in Euros, excluding VAT, sales, other taxes, and delivery charges. All taxes, levies, customs duties or other charges which may be applicable to the order are to be paid by the Customer.

For sales in the United States, the prices indicated by Somfy Protect are expressed Dollars, excluding VAT, sales, or other applicable taxes. All taxes, levies, customs duties or other charges which may be applicable to the order are the responsibility of the Customer. Somfy Protect calculates and charges sales tax in accordance with applicable laws.

The applicable prices are those prices currently listed by Somfy Protect on its website.

Somfy Protect reserves the right to change its price list and to institute new charges at any time, with or without notice to you, which may be sent by email or posted on the Somfy Protect website. You may terminate your use of the Services if you do not agree to any new pricing, and your use of the Services following such notification constitutes your acceptance of any new or increased charges. If you have any questions about pricing, please contact Somfy Protect support at www.support.somfyprotect.com.

7. Availability and Delivery.

Delivery of orders will be carried out only after your payment is processed and received by Somfy Protect. Our delivery charges and shipping terms are as quoted on the Somfy Protect website and may change from time to time. The estimated arrival or delivery date is not a guaranteed delivery date for your order. Refused deliveries will be returned to our warehouse. It may take up to 45 days for the returned items to be identified as refused and processed for a refund.

In the event of stock shortages, Somfy Protect reserves the right to ship the order in several deliveries without the Customer being able to claim this fact as grounds for cancelling his order or claim any compensation, with the exception of the right of withdrawal mandated by applicable law, if any. If it is impossible for Somfy Protect to meet an order, for any reason, the Customer will be informed of this and refunded by bank transfer, or on his debit card used for payment of the order, for the total amount indicated on the accepted Order Form.

If a damaged parcel is received, it is up to the Customer to inform the carrier Somfy Protect customer service department immediately, and Somfy Protect will deal with the claim against the carrier and if the necessary the replacement of the damaged product without any additional cost for the Customer.

8. Returns.

If, for any reason, you want to return the Hardware you purchased from Somfy Protect for a refund, you must notify us no later than 30 days following the date of purchase (the "Return Period"). To initiate a return, you must inform us of your decision within the Return Period by contacting Somfy Protect customer support and clearly stating your desire to return the Hardware. Although it will not affect your right to a refund, please include details on where and when you purchased the Hardware and your reason for returning the Hardware. Somfy Protect customer service will provide you with a Return Materials Authorization (“RMA”) that must be included with your return shipment to Somfy Protect so Somfy Protect can identify your shipment and with a return address. If you purchased the Hardware from a party other than Somfy Protect, please contact that reseller to obtain a refund.

To receive a refund, you must return your Hardware (and any promotional merchandise supplied with the Hardware) with an RMA within the 14 days following the day on which you notify Somfy Protect customer support that you desire to return your Hardware. Unless the Hardware is faulty or not as described, you will be responsible for all costs associated with returning the Hardware to us (including uninstallation and the cost of shipping the Hardware back to Somfy Protect).

We will refund the price you paid for the Hardware plus original delivery cost (up to the value of our ground delivery option), less the value of any promotional merchandise you received. We may reduce the amount of your refund to reflect any reduction in the value of the Hardware caused by your handling them in a way which goes beyond what is necessary to establish their nature, characteristics and functioning (e.g., beyond the inspection and use that would normally be permitted in a retail shop).

We will process the refund within 30 days from the date of receipt by Somfy Protect of the returned Hardware. The Hardware is not eligible for a refund after the Return Period.

9. Cancellation of Orders; Liability.

Subject to the Somfy Protect Services Agreement, located here, Somfy Protect may cancel any orders in its sole discretion if Somfy Protect believes you have provided false information in the order or payment process, or in the case of stock shortages or unavailability of the Hardware, acts of God, disruption or total or partial strikes particularly in postal services and means of transport and/or communication, flooding or fire. You agree that Somfy Protect will have no liability to you for cancellation or non-fulfillment of the order in such circumstances other than a refund of any payments already made to Somfy Protect in connection with the cancelled order, and Somfy Protect hereby disclaims all liability arising from or relating thereto. Somfy Protect will not be liable for any direct or indirect damages, operating losses, loss of profit, loss of opportunity, damages or costs which might occur as a result of the purchase of the Hardware or of Somfy Protect’s failure to fulfill an order for any reason.

10. Payment.

a. Hardware.

The Customer shall pay at the time of the order. To pay for Hardware purchased from Somfy Protect, the Customer may opt for payment:

• by debit card on the Somfy Protect website via secure access;
• by cheque, bank transfer or credit card with the Somfy Protect sales department;
• on credit with a credit organisation approved by Somfy Protect.

b. Services.

To pay for services purchased from Somfy Protect, including access to any fee-based or subscription-based features available on the Somfy Protect mobile or web applications, the Customer must pay via Somfy Protect’s website using credit, debit card, or other payment option offered on the site. Any fees paid hereunder for Services are non-refundable unless otherwise specifically provided in the Somfy Protect Agreements.

c. Subscriptions.

Subscriptions to the Service may be taken out on a monthly basis or such other basis as may be offered by Somfy Protect from time to time (the “Subscription Period”), and will automatically renew for subsequent Subscription Periods until the Customer’s Account is terminated. Subscription fees will be due on or before the first day of each Subscription Period, starting from the day of activation.

11. Non-Payment.

In the event of non-payment of a monthly fee or any other invoice, for any reason, each unpaid amount will be automatically increased by handling costs (banking costs and additional management costs such as collection follow-up costs and costs entailed by reminder letters and telephone calls and bank debit rejections) and may subject the Customer to a late charge equal to the maximum interest rate allowable under applicable law.

Failure to pay fees when due may result in cancellation of your order, interruption of the paid Services, and/or termination of your Account. All sums already received by Somfy Protect will be deemed forfeited to and will be retained by Somfy Protect, which also reserves the right to suspend access to the free Services until complete payment of the sums owed by the Customer. The Customer will remain liable for all invoices payable on the date of termination.

12. Effect of Termination.

If you terminate your Account or if Somfy Protect terminates your Account for nonpayment or other violation of any agreement between you and Somfy Protect, you will have no right to any refund of any prepaid subscription or other fees already paid to Somfy Protect. If Somfy Protect discontinues a paid or subscription-only element of the Service for which you have already paid, Somfy Protect will refund a pro-rata portion of your payment based on the amount of time in which the element of the Service was available. Unless specifically provided in writing by Somfy Protect, no termination will relieve you of your obligation to pay any subscription fees or other amounts owed to Somfy Protect as of the date of termination.

13. Accuracy of Information.

The information communicated at the time of the Hardware order process or at the time of subscription to the Services, together with that indicated in the Customer’s personal area, is essential for the correct handling of the order and the performing of the Services. The Customer warrants that all information supplied to Somfy Protect is accurate and truthful, and Customer shall keep such information up to date. Somfy Protect may not be held responsible for the consequences of Customer’s communication of incorrect information, and Somfy Protect reserves the right to cancel any orders where Somfy Protect suspects Customer has provided incorrect or incomplete information.

Schedule 1

1. Technical Requirements

You will be responsible for obtaining and ensuring proper functioning and compatibility of all equipment, network connections, internet or telephone service, or other equipment or services necessary in order to access and use the hardware products, software, or services provided by Somfy Protect (“Requirements”). Requirements include, but are not limited to, the following:

• Broadband Internet access.
• Router (independent or integrated in a box) with an Ethernet or WiFi connection left permanently on.
• Computer equipped with an up-to-date web browser, if web access to the Services is desired.
• A GSM network of sufficient quality to benefit from GPRS communication services, if such services are desired.

You will be responsible for all charges associated with the Requirements, including without limitation all telephone, internet, and data charges, alarm system use or permit fees, or other expenses.

2. Installation

Customer shall take personal responsibility for the installing and configuring of the Hardware and Services in accordance with the instructions provided in the Somfy Protect packaging and websites. The Customer bears sole responsibility for the installation, configuration, and use of the Hardware and Services. Somfy Protect may in no case be held responsible if the Hardware or Services prove to be incompatible or present malfunctions with third party software, configurations, operating systems, or equipment.

3. Compliance

By registering an account with Somfy Protect, ordering the Hardware, or using the Services, Customer represents to Somfy Protect that Customer meets all prerequisites and requirements for the proper use of the Hardware and Services.