These conditions of sale are entered into between:
The company LD LEBLON DELIENNE SAS, a simplified joint stock company under French law with a capital of 280,000.00 Euros, having its registered office at 12, rue de la Béthune 76270 Neufchâtel-en-Bray (France), registered in the Dieppe Trade and Companies Register under the number 839676699, with an intra-community VAT number FR55839676699, and identified by its electronic wallet number on the blockchain network on which the NFT that is the subject of the present conditions of sale is offered for sale,
Duly represented by its president, the company JDB Conseil, a limited liability companý under French law with a capital of 500,00€, whose registered office is located at 11, avenue Céline, 92200 Neuilly sur Seine (France) and registered in the Nanterre Trade and Companies Register under the number 880 610 712; itself represented by its President, Mrs. Juliette de Blegiers,
Any natural or legal person who purchases the NFT that is the subject of the present document from LD, as identified by his/her electronic wallet number on the blockchain network on which this purchase is made,
Hereinafter the "Buyer"
Hereinafter, individually, a "Party" and, together, the "Parties"
To the attention of subsequent buyers of the NFT
These conditions of sale apply only when the NFT is sold by LD, including the first sale of the NFT. They do not apply to sales of the NFT to which LD is not a party. Individuals purchasing the NFT from a seller other than LD are, however, invited to read Articles 5.2 and 5.3 for information on the rights associated with the ownership of the NFT.
Refers to these NFT Conditions of Sale
Means the non-fungible tokencreated on the Blockchain to which the Conditions are associated as explained in Article 5.1
Refers to the platform on which the NFT is offered for sale by LD and through which the act of purchase of the NFT by the Buyer is recorded on the Blockchain (for example: Foundation, Open Sea or Rarible)
Means the shared electronic recording device ("blockchain") on which the NFT has been created ("minted") (for example: Ethereum or Polygon) and on which the sale hereunder will take place
Refers to the smart contractassociated with the NFT
Refers to the work, regardless of its format (e.g., audio, visual or audiovisual), represented in the digital file associated with the NFT
2. Subject matter and contractual framework
The purpose of the Conditions is to govern any act of purchase of the NFT by a Buyer from LD, i.e. when LD intervenes as a seller of the NFT. They constitute the entire contractual framework applicable to this act of purchase between the Parties.
Nevertheless, the Buyer is invited to consult and read in full, in addition to the present Conditions, before finalizing the purchase, the conditions of use of the Platform. Indeed, although these conditions of use of the Platform do not constitute a contract between the Buyer and LD, they contain important information concerning the purchase and use of the NFT by the Buyer.
Also, the Buyer is informed, acknowledges and accepts that in case of contradiction between, on the one hand, the stipulations of the conditions of use of the Platform and, on the other hand, those of the Conditions, the latter shall prevail.
3. How to conclude the purchase - Accessibility of the Conditions
The Conditions will remain archived and accessible online at the following address https://www.leblon-delienne.com/en/content/3-general-terms-and-conditions-of-sale
The Buyer is invited to download and retain a copy of the Conditions from this address. The Conditions will also be kept in LD's archives; the Buyer may, at any time, send a request LD at the contact details in Article 11 in order to obtain a copy of the Conditions.
The Conditions shall remain in effect between the Parties as long as Buyer owns the NFT.
5. Features of the NFT
5.1. Identification of the NFT
These Conditions apply to any NFT:
§ in the metadata of which they appear verbatim or are referenced through the hyperlink stipulated in Article 3 and/or
§ which is offered for sale from a personal space of LD on the Platform where the present Conditions are reproduced verbatim or referenced through the hyperlink stipulated in Article 3.
5.2. Technical specifications
The technical specifications of the NFT are described on the page dedicated to the NFT on the Platform. By consulting this page, the Buyer can, in general and depending on the Platform, have access to the following information:
- The name, description, and hosting address and digital file content associated with the NFT ;
- The NFT token number;
- The level of rarity of the NFT or information to estimate that level of rarity;
- The date of creation ("mint") of the NFT ;
- The identity of the creator of the NFT;
- The designation of the Blockchain;
- The Smart Contract(s) associated with the NFT;
- The standard for writing the Smart Contract(s);
- The history of events on the Blockchain associated with the NFT.
Each Platform organizes the presentation of an NFT offered for sale differently. In the event that some of the technical specifications of the NFT are not directly accessible from its dedicated page on the Platform, the Buyer is invited to go to the links on that same page (generally in the section entitled "Details").
5.3. Rights associated with the NFT and relating to the Underlying Work
The Buyer is informed and acknowledges that LD, or its partners, are the holders and owners of all intellectual property rights on the Underlying Work.
Except in the case where LD would have expressly agreed, in parallel with the present Conditions, to a transfer of some of these rights to the benefit of the Buyer, the Buyer will only have the following right on the Underlying Work:
- The right to represent and reproduce the Underlying Work on any digital medium for personal use that does not generate income (direct or indirect), exclusively for the purpose of promoting and communicating its acquisition of the NFT and/or for preparing or carrying out a transaction on the NFT.
This right is non-transferable (other than as described in Article 5.4), non-sublicensable, granted for the entire world and for the period during which Buyer will own the NFT.
It is specified that LD reserves all other rights on the Underlying Work that are not expressly granted to the Buyer under the present article.
Also, in particular, Buyer is not permitted to:
- use all or part of the Underlying Work to promote or advertise a product or service;
- incorporate all or part of the Underlying Work into another work or production;
- design or produce products derived from all or part of the Underlying Work (e.g. in the form of illustrations, figurines, etc.);
- apply for protection of all or part of the Underlying Work under any industrial property right (e.g. design, trademark);
- create another NFT using all or part of the Underlying Work.
5.4. Subsequent transfer of the NFT
Buyer shall be free to transfer the NFT to any third party of its choice, whether by donation or sale.
However, Buyer acknowledges and agrees that the transfer of the NFT to such third party shall have the effect of transferring the right granted in Article 5.3 to such third party and thus cause Buyer to lose such right. Furthermore, Buyer agrees not to encumber the NFT by any mechanism, contractual or legal, that would have the purpose or effect of limiting the rights of any subsequent purchaser in the Underlying Work and/or the NFT.
In this regard, the Buyer agrees that any subsequent purchaser of the NFT shall be bound by a contract with the same provisions as those set forth in Articles 5.3 and 5.4 of the Conditions.
5.5. Information to the Buyer concerning certain matters relating to the acquisition of the NFT
The Buyer is informed of the following:
- The NFT is a digital token on the Blockchain and does not contain, as such, the digital file to which it is associated, but only a hyperlink pointing to the location where this digital file is hosted.
- The digital file associated with the NFT is hosted on a decentralized peer-to-peer hosting network, over which LD has no control. It is therefore possible that this digital file becomes temporarily or permanently unavailable.
- The NFT was created and exists only on the Blockchain. It cannot be used or transferred to an electronic wallet on another blockchain than the Blockchain (for example: if the NFT was created on the Ethereum blockchain, the Buyer will not be able to transfer the NFT to an electronic wallet on the Polygon blockchain).
- As the transaction linked to the purchase of the NFT takes place on the Blockchain, it is irreversible and cannot be erased.
- To the extent that the purchase price of the NFT is set in a cryptocurrency which conversion rate to a legal tender currency (e.g., the dollar or the euro) can fluctuate rapidly and significantly, the value of the NFT in a given legal tender currency is also likely to fluctuate rapidly and significantly.
6. Personal data
In order to proceed with the sale of the NFT, LD needs to process a number of personal data relating to the Buyer, such as:
- The information allowing LD to identify the Buyer on the Blockchain and on the Platform;
- The NFT; and
- The information related to the terms and conditions of the sale of the NFT, including the purchase price of the NFT and any bids made by Buyer in the event that the NFT was offered for sale by auction.
7. No right of withdrawal
The Buyer is informed that he/she cannot benefit from the right of withdrawal provided for in articles L.221-18 and s. of the Consumer Code.
Indeed, according to this article, the right of withdrawal cannot be exercised because the price of the NFT depends on fluctuations in the financial market beyond the control of LD and which may occur during the withdrawal period.
8.1. Legal guarantee of conformity
This Article 8.1 applies only when the Buyer is a consumer, i.e. when he/she purchases the NFT for purposes that are not part of his commercial, industrial, artisanal, liberal or agricultural activity.
8.1.1. Content of the guarantee
The Buyer benefits from the legal guarantee of conformity under Articles L. 224-25-12 and s. of the Consumer Code.
In this respect, LD shall be liable for any non-conformity of the NFT with the present Conditions, with the technical specifications displayed on the Platform in accordance with Article 5.2, and/or with the conformity criteria listed in Article L. 224-25-14 of the Consumer Code, if applicable.
LD will, however, only be liable for non-conformities that existed at the time of the sale of the NFT and that became apparent within 2 years of the sale.
8.1.2. Terms and conditions for exercising the guarantee
In accordance with the provisions of articles L. 224-25-17 and s. of the Consumer Code, when exercising the guarantee of conformity, :
- Buyer may elect, subject to the legally prescribed grounds for rejection, either (i) to have the NFT be brough in conformity, (ii) rescission of the sale or (iii) reduction of the sale price;
- Defects in conformity which appear within twelve months of the delivery of the NFT, are, unless LD proves otherwise, presumed to have existed at the time of delivery of the NFT.
The Buyer may exercise the NFT's guarantee of conformity by contacting LD at the address specified in Article 11.
8.2. Legal guarantee on hidden defects
8.2.1. Content of the guarantee
The Customer benefits from the legal guarantee against hidden defects of the good sold as provided for in articles https://www.legifrance.gouv.fr/codes/section_lc/LEGITEXT000006070721/LEGISCTA000006165624/#LEGISCTA0000061656241641 and s. of the Civil Code.
Article 1641 of the Civil Code provides that "the seller is bound by the guarantee for hidden defects of the good sold which render it unfit for the purpose for which it was intended, or which so diminish its use that the buyer would not have acquired it, or would have given only a lesser price, had he known of them.
8.2.2. Terms and conditions for exercising the guarantee
In accordance with the provisions of articles 1644 and s. of the Civil Code:
- The Buyer may exercise the guarantee within two years of discovering a hidden defect in the NFT.
- In this case, he/she has the choice to return the NFT to LD and have the price returned, or to keep the NFT and have a part of the price returned, determined in proportion to the seriousness of the hidden defect.
The Buyer may exercise the guarantee relating to hidden defects in the NFT by contacting LD at the address stipulated in Article 11.
LD's role and liability in the sale is limited to providing the NFT to the Buyer. LD shall have fulfilled its obligation to provide the NFT when the NFT has been made accessible to the Buyer on the Blockchain through the registration of a transaction to this effect on the Blockchain.
As explained above, because of the particular way in which the file representing the Underlying Work is hosted and made available, i.e. a peer-to-peer network beyond the control of LD and the Buyer, LD cannot guarantee or commit itself in any way to the permanent or continuous accessibility of this file, which is distinct from the NFT itself.
The Buyer declares that he/she is aware of this fact and has expressly accepted it.
Furthermore, LD shall not be held responsible for any non-performance or poor performance of the Conditions attributable either (i) to the Buyer, or (ii) to an act of a third party who is not involved in the proper registration of ownership of the NFT for the benefit of the Buyer and in the supply of the NFT (as envisaged above), or (iii) to a case of force majeure.
For instance, LD shall not be responsible for:
- Any event related to the functioning of the Blockchain other than the sole operation necessary for the delivery of the NFT to the Buyer;
- Any event affecting his electronic wallet, and in particular any event affecting the Buyer's electronic wallet manager;
- Any event occurring on the Platform other than the sole operation necessary for the purchase of the NFT.
This article 10 applies only when the Buyer is a consumer, i.e., when the Buyer is purchasing the NFT for purposes that are not part of its commercial, industrial, artisanal, liberal or agricultural activity.
In case of difficulty arising during the execution of the Conditions, the Buyer will have the possibility to seek an amicable solution directly with LD.
The Buyer also has the right to refer to a mediator. It is reminded that the mediation is free for the Buyer.
The mediator designated by LD is the Centre de Médiation et d'Arbitrage de Paris, whose coordinates are as follows
- Postal address: Service Médiation de la consommation, 39 avenue Franklin Roosevelt, 75008 Paris
- Email : firstname.lastname@example.org
To find out how to contact the mediator, the Buyer is invited to consult the following website: www.mediateur-conso.cmap.fr.
11. Contact information for LD - Claims
Buyer may contact LD at any time, including for any claim related to the NFT or these Terms, through the following means:
- By mail to the address of its headquarters, 12 Rue de La Bethune 76270 Neufchâtel-en-Bray (France);
- By phone at +33147383649; and
- By email at email@example.com.