US Terms and Conditions of Sale

Last updated January 15th, 2026

Welcome to BLUE PORTANCE!

By placing an Order with us or simply using our Website or Order platform, you accept and agree to be bound by these general Terms and Conditions of Sale, our related Privacy Policy and such other Documentation, policies we notify you of from time to time, which together constitute the entire agreement between us. Nothing in these Terms and Conditions affects your statutory rights, either as a consumer, professional wholesale client or otherwise.

These Terms and Conditions of Sale (the “Terms”) shall therefore govern the sale of Products by us, Blue Portance, to you, the customer (hereinafter “you, “Client”, or “Customer” as defined below), by telephone, email, and/or via our Website, or other means to our Customer Service, and will form the basis of any contract of sale between us (“Contract”) regarding the sale of BLUE PORTANCE Products, with accompanying accessories and/or instructions manual and/or any accompanying written materials provided by us (hereinafter the “Documentation”). It being understood and agreed that any terms and conditions expressed in the Documentation shall be an integral part of these Terms. Please read these Terms and Conditions carefully before placing your order as you will be deemed to be bound by them. BLUE PORTANCE reserves the right to modify these Terms at any time and at its sole discretion. The applicable version of these Terms shall be the latest updated version in effect on the date of the Customer’s Order. The Customer acknowledges having the capacity required to establish a contract and place an Order in the exclusive context of its individual capacity or professional activity, as the case may be for wholesale Customers. Therefore, if the Order is placed on behalf of a company or any other legal entity, the natural person placing the Order represents and warrants to BLUE PORTANCE to be duly authorized and entitled to bind said Customer entity under the present Terms. When applicable, the Customer shall be designated as said business entity and not its signing person or representative.

Definitions

1.1. “Business Days” means all days other than Saturdays, Sundays and public holidays observed in the country where BLUE PORTANCE performs its fulfillment operations.

1.2. “Contract” means any contract between you and us for the sale and purchase of the Products, incorporating these Terms; for clarity purposes, each separate online or offline Order shall be treated as a distinct Contract.

1.3. “Documentation” means any and all instructions, technical data sheets manuals, disclaimer and/or warranty notices, and/or guidelines and recommendations issued by BLUE PORTANCE to the Customer from time to time in connection with the sale of any Products or services hereunder.

1.4. “Products” refers collectively to the BLUE PORTANCE patented ergonomic seat cushions and Seating Systems, including accompanying accessories and Documentation, listed on our Website and agreed in the Contract to be supplied to you by us;

“Aporia® Cushions” means standalone ergonomic seating interfaces marketed under the Aporia® brand, excluding any complete seat, chair, or integrated seating structure.
“Seating Systems” means complete seats, chairs, or integrated seating structures, whether or not incorporating Aporia® technology.

1.5. “Order” means your order for the Products as per clause 3;

1.6. “Terms” means the terms and conditions of sale as set out in this document;

1.7. “BLUE PORTANCE”, “us” “we” or “our” means Blue Portance SAS, a French Société par Actions Simplifiée with a registered address for the purposes of this Agreement at 6 impasse des Vallières 06800 Cagnes sur Mer, FRANCE;

1.8. “Website” means the Blue Portance websites: www.blueportance.us

1.9. “Client”, “Customer” “you” and “your” means the person or business entity who purchases the Products from us, whether said person or business entity is a retail or wholesale client.

Application of Terms

2.1. These Terms apply to the Contract.

2.2. These Terms referred to on our Website and incorporated by reference in each single Order- in existence from time to time shall regulate the supply of Products by us to you. All other terms, conditions or representations are excluded (except as implied by statute). If there is a conflict between these Terms and any document on our Website or elsewhere, these Terms shall prevail.

2.3. The Contract constitutes the entire agreement between you and us. You acknowledge that you have not relied on any statement, promise or representation made by or given by or on behalf of us which is not set out in the Contract. Customer is required to respect the intended purpose of a Product and must use it in accordance with any information and guidance procured by BLUE PORTANCE, including in its Documentation.

2.4. Any descriptions or illustrations contained on the Website are produced for the sole purpose of giving an approximate idea of the Products and they do not form part of the Contract or have any contractual force.

2.5. We reserve the right to amend or change our Terms without notice to you in relation to future orders. You should ensure that before placing an order with us, you have read our current Terms which are always available on our Website and incorporated by reference in each single Order.

Formation of the Contract

3.1. You can place an Order either:

3.1.1. on our Website by adding Products to your basket and following the checkout process; or

3.1.2. by telephone to the number specified on our Website; by email at : contact@blueportance.us.

3.2. You are responsible for ensuring that your Order details are complete and accurate.

3.3. Retail clients can either place an order as guest or register an account with us to save their profile and benefit from updates and promotions. We reserve the right to deny access to any user and we also reserve the right to terminate accounts, remove or edit content or cancel orders at our discretion, but without charge to you. If you would like to be assisted, you may also call our Customer Service representative to register your account over the Phone.

3.4. Each Order for Products by you to us shall be deemed to be an offer by you to purchase Products subject to these Terms; all Products being subject to availability.

3.5. No Contract exists between you and us, for the sale of any Products until we have received and accepted your order and sent you confirmation in writing (“Order Confirmation”) to the email address you gave at the time of your Order. At the time of our acceptance, there is a legally binding Contract between us and payment shall be taken by the method you selected at the time of your Order prior to dispatch. The Order Confirmation will set out:

3.5.1. your Order number;

3.5.2. your billing address;

3.5.3. your delivery address;

3.5.4. target non-binding delivery timeframe, if any, and the delivery method you chose

3.5.5. as the case may be, any special instructions you requested at the time of your Order;

3.5.6. order summary (including a description of the Products, the total cost of the Products ordered (inclusive of Taxes, if any, and delivery charges); and

3.6. A further email may be sent to you when the Products are ready to be dispatched (“Dispatch Confirmation”). The Dispatch Confirmation includes a link to enable you to view and track your Order.

3.7. You cannot make amendments/changes to your Order after we have sent the Dispatch Confirmation. Note that any amendments/change to your Order may impact delivery timeframes and fulfillment conditions. You may nevertheless process a new Order for additional Products.

Description and Price of the Products, Minimum Order value

4.1. The description of the Products will be as shown on our Website and/or our Catalogues at the time you place your Order. All prices of the Products are listed in $ (USD), exclusive of applicable taxes and shipping or delivery costs. Shipping and/or delivery cost will be calculated at checkout or on your Order Confirmation. Our shipping and delivery costs may change from time to time.

4.2. Customs Duties and Taxes Clause (Incoterm DAP). Pursuant to the Incoterm DAP (Delivery at Place), the seller agrees to deliver the goods to the agreed-upon location, ready to be unloaded by the retail client, and assumes all risks and expenses associated with delivery up to this agreed-upon point of delivery.

You acknowledge and agree that, in accordance with the terms of the Incoterm DAP, you are fully responsible for all customs duties, taxes, import duties, and similar charges arising from the importation of the goods into the destination country.

You agree to provide all necessary documents and to cooperate fully with customs authorities to facilitate the clearance of the goods. In the event of refusal or non-payment of customs duties and taxes, you shall be held liable for any additional fees, fines, or penalties that may arise from this situation.

By accepting these terms and conditions of sale, you acknowledge that you are fully informed of your obligations under the Incoterm DAP and agree to comply with all customs and tax regulations applicable in the destination country.

4.3. Every effort is made to ensure that the prices of our Products shown on our Website (for retail clients) and/or last updated Wholesale price list on our Website our Catalogues (for Wholesale accounts only) are accurate at the time you place your Order. If an error is found, either before or at the time of our acceptance of your Order, we shall contact you either by telephone or by email using the telephone number or email address you provided to us at the time of your Order. You shall have the option to either re-confirm your Order at the correct price or to cancel your Order. We shall not process your Order until you have provided either verbal or written re-confirmation to us of your Order at the correct price.

4.4. The Products we supply incorporate proprietary patented technology and copyrighted designs and it is important that you follow the instructions and labels on the Products as to their use and installation.

4.5. Shipping Costs. Prices for Products do not include shipping and handling charges unless otherwise expressly stated on the Website at the time of purchase. For certain Products, including Aporia® Cushions, standard shipping costs within the contiguous United States may be included in the displayed purchase price. Any reference to ‘free shipping’ or ‘shipping included’ in marketing materials is subject to the conditions set forth herein. Such inclusion excludes deliveries to Alaska, Hawaii, APO/FPO/DPO addresses, and U.S. territories. For all other Products, including Seating Systems, shipping and handling charges are excluded from the purchase price and shall be calculated and invoiced separately at checkout or via a separate quotation.

4.6. The price of the Products and delivery charges shown on our Website or on the Order Confirmation are non-inclusive of Taxes, unless otherwise stated. Customer shall therefore be responsible to pay all taxes, fees or charges of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between Customer and us. If BLUE PORTANCE is required to collect the foregoing, such amounts will be separately stated at check out for online sales or on the Order confirmation and/or related invoice, and must be paid by Customer unless Customer provides us with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.7. Pricing errors, out-of-stock and other errors may occasionally occur on our Website or Catalogue. We reserve the right to cancel any Orders containing pricing errors, out of stock errors or other errors at any time without further obligation to you, including after you have received a confirmation of your Order. Should this happen with your Order, we are very sorry for the inconvenience. Please contact us so we can try to figure out what happened and do our best to make sure it doesn’t happen again.

4.8. We have made every effort to ensure that the Products displayed on our Website or in our Catalogues and Brochures conform to the descriptions and photographs. The colors, specifications, dimensions and descriptions (please note all images are for illustration purposes only) of items are quoted as accurately as possible. The colors you see will depend on the resolution of your monitor and we cannot therefore guarantee that your monitor’s display of any color will always reflect accurately the color of the Products delivered. We reserve the right from time to time to vary the dimensions, specifications, descriptions and quantities of items displayed without prior notice.

4.9. For Retail customers, the minimum Order value is € 55,00, not inclusive of taxes and delivery or shipping costs.

Payment

5.1. Retail Clients. Payment for the Products and delivery charges can be made by any method shown on our Website at the time you place your Order. Preferred payment method is credit/debit card processing for retail clients.

5.2. The price you pay for the Products shall be the price stated in the Order Confirmation.

5.3. You will be charged for the Products either at the same time or after we have sent out the Order Confirmation.

5.4. No payment shall be deemed to have been received by us until we have received cleared funds for your total Order.

5.5. Unless agreed or provided otherwise, all Payments are due in full upon receipt of the Order Confirmation and before any dispatch is made.

Delivery, Title & Risk

6.1. Delivery Terms. Delivery terms and any applicable shipping charges shall be determined in accordance with Article 4 and as specified at checkout or in a separate quotation, where applicable. Any reference to ‘free shipping’ or ‘shipping included’ in marketing materials is subject to the conditions and geographic limitations set forth in Section 4.5.

6.2. We shall ensure that the Products are accompanied by a delivery note which shows:

6.2.1. the date of the Order;
6.2.2. your Order number;
6.2.3. your billing address;
6.2.4. your delivery address;
6.2.5. order summary including a description of the Products, the total cost of the Products ordered (inclusive of Taxes) and delivery charges.

6.3. Our delivery days and charges can be found on our Website, and we reserve the right to change these at any time prior to your Order.

6.4. Any dates quoted for delivery are approximate only, and time of delivery is not of the essence. Any delay in delivery of the Products will not entitle you to terminate or rescind the Contract unless such delay exceeds thirty (30) Business Days in accordance with Section 6.10.

6.5. We shall not be liable for any delay in delivery or failure of delivery of the Products that is caused by an event or circumstance that is beyond our reasonable control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

6.6. The risk in the Products shall pass to you upon completion of delivery at the Delivery Address.

6.7. Title to the Products shall not pass until we have received payment in full in cleared funds.

6.8. BLUE PORTANCE will ship by the method it deems most advantageous using standard commercial packaging. Customer agrees to pay all transportation charges and costs associated with shipment of the Product from France, including any special or export packaging requested or required under the circumstances, as determined by BLUE PORTANCE.

6.9. BLUE PORTANCE will use commercially reasonable efforts to deliver the Products within any estimated delivery timeframe, if any, indicated on the Order Confirmation for information purposes only; however, shipment of Products is subject to availability, and BLUE PORTANCE EXPRESSLY DISCLAIMS LIABILITY FOR ANY FAILURE TO MEET SUCH DELIVERY TIMEFRAMES.

6.10. Receipt of the Products by the Customer shall be deemed acceptance of delivery as performed. In the event that the Products have not been delivered, the Customer may notify BLUE PORTANCE in writing (by email or telephone) of such non-delivery. If no delivery has occurred within thirty (30) Business Days following such notification, the Customer’s sole and exclusive remedy shall be to notify BLUE PORTANCE in writing that the Contract and related Order are cancelled, effective upon receipt of such notice, provided that the Products have not already been prepared for shipment or shipped by BLUE PORTANCE.

6.11. BLUE PORTANCE will always try to procure its best efforts to accommodate its Customers, but there may be some instances or situations where due to unforeseen circumstances, beyond BLUE PORTANCE’s control or because of an event of force majeure, BLUE PORTANCE may have to extend the delivery period, suspend its execution of the Order or terminate the Contract with the Customer, without any liability for any compensation in damages. BLUE PORTANCE will procure its best commercial efforts to diligently notify its Customers in all instances.

Delivery to the Customer’s address:

6.12. Delivery of the Products shall be deemed to have taken place on delivery of the Products to the address specified by you on the Order (“Delivery Address”).

6.13. You must provide us with a Delivery Address (in addition to a billing address) at the time of your Order. The Order Confirmation shall prompt you to check that your Delivery Address is correct but it is your responsibility to check that the Products will be delivered to the correct address. You can amend the Delivery Address by contacting us either by telephone or by email from the time you place your Order until we have sent the Dispatch Confirmation. We reserve the right to charge additional delivery charges if you change your Delivery Address at short notice.

6.14. You or your representative may be required to sign for the Products on delivery. If there is no one at the Delivery Address when the delivery is attempted the delivery contractor will:

6.14.1. carry out any special instructions which you requested prior to us sending you the Dispatch Confirmation (e.g. leave the Products in a clear designated location or with a designated person); or
6.14.2. in the absence of you requesting any special delivery instructions prior to us sending you the Dispatch Confirmation, the delivery contractor shall leave a card at the Delivery Address stating that it has attempted delivery and we will attempt to reschedule delivery as soon as possible and practicable or attempt to pass the Products to a collection facility for you to collect/re-arrange delivery. Additional cost will be incurred.

6.15. If you give us specific delivery instructions in your Order (or prior to us sending you the Dispatch Confirmation) to leave the Products at a neighboring address or other place you nominate without obtaining a signature, the Products are delivered entirely at your own risk and we will not accept responsibility for any loss or damage suffered.

6.16. If you have not given us specific delivery instructions in your Order (or prior to us sending you the Dispatch Confirmation) and your Products are passed to a collection facility, it is your responsibility to arrange for collection or re-delivery. The Products will be entirely at your own risk and we will not accept responsibility for any loss or damage suffered.

6.17. In the event that you fail to promptly (within 5 Business Days) collect the Products from us after two delivery attempts, we reserve the right to dispose of the Products without any liability or notice to you.

6.18. If we fail to deliver the Products, our liability shall be limited to the costs and expenses incurred by you in obtaining replacement Products of similar description and quality, less the price of the Products. We shall have no liability for any failure to deliver the Products to the extent that such failure is caused by an event or circumstance beyond our reasonable control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

Warranty Disclaimer; Limitation of Liability; Indemnification

7.1. YOU EXPRESSLY AGREE THAT USE OF THE BLUE PORTANCE SERVICE RELATED ORDER OF OUR PRODUCTS, AND USE OF OUR RETAIL OR WHOLESALE SHOPPING PLATFORM IS ENTIRELY AT YOUR OWN RISK. THE BLUE PORTANCE SERVICE AND PRODUCTS, THE PLATFORM, AND ITS CONTENTS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, BLUE PORTANCE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OUR PRODUCTS, WITH RESPECT TO THE BLUE PORTANCE SERVICE AND PRODUCTS, THE PLATFORM, OR ITS CONTENTS OR WITH RESPECT TO ANY INFORMATION, SERVICES, AND PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE BLUE PORTANCE SERVICE; BLUE PORTANCE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, ACCURACY, CONTENT, OR OTHERWISE OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THE PLATFORM OR THE BLUE PORTANCE SERVICES. BLUE PORTANCE DOES NOT WARRANT THAT THE PURCHASING FUNCTIONS PROVIDED BY THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SHOPPING PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

7.2. NEITHER BLUE PORTANCE NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, JOINT VENTURE PARTIES, INDEPENDENT CONTRACTORS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, THE “BLUE PORTANCE PARTIES”) SHALL BE LIABLE, IN CONTRACT OR IN TORT, FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, UNFORESEEABLE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE ORDER OF PRODUCTS OR USE OF, OR THE INABILITY TO USE, THE WEBSITE, SHOPPING PLATFORM, THE BLUE PORTANCE SERVICE. OUR LIABILITY SHALL BE LIMITED TO PROVIDING YOU WITH A REFUND FOR ANY PRODUCT THAT IS NON-CONFORMING. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE BLUE PORTANCE SERVICE AND TO TERMINATE THIS AGREEMENT. ADDITIONALLY, BLUE PORTANCE RESERVES THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7.3. You agree to defend, indemnify, and hold BLUE PORTANCE Parties harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, settlements and expenses, including attorney’s fees, accounting fees, and costs, arising in connection with, resulting from, or alleged to result from, your use of our service, order of our Products, or violation of this Agreement by you or through use of your account.

7.4. LIMITED WARRANTY and PRODUCT DISCLAIMER

Notwithstanding anything in these Terms to the contrary, certain BLUE PORTANCE Products, including the APORIA Seating System and Cushion, may be subject to their own further disclaimer of warranty terms (https://blueportance.us/aporia-disclaimer-warranty/)*. In this context, the terms and conditions provided under such specific further disclaimer and warranty shall prevail over the default provisions of these Terms.

Final Sale; Limited Return Authorization

8.1. Trial and Promotional Offers – Legal Nature.

Any trial, satisfaction period, or promotional offer that may be presented by BLUE PORTANCE, including any “trial” mentioned in marketing or advertising communications, constitutes a discretionary commercial offer applicable only if expressly stated at the time of purchase. Such offer does not constitute a free trial, does not exempt the customer from payment of the full purchase price at the time of order, and does not constitute a vested or acquired right.

8.2. Final Sale. Except as expressly authorized by Blue Portance at its sole discretion pursuant to Section 8.3, all sales of Products are final. No returns, exchanges, or refunds shall be granted except as required by applicable law or in the case of non-conforming Products as set forth in Section 7.

8.3. Discretionary Return Authorization. Blue Portance may, at its sole discretion and on a case-by-case basis, authorize the return of certain Products under a discretionary commercial policy communicated on the Website or via specific offers. Any such discretionary return policy, including trial periods, is a commercial gesture and does not constitute a statutory right of withdrawal. This authorization applies solely to Aporia® Cushions. Seating Systems remain strictly non-returnable. Any authorized return shall be subject to the then-current Return Merchandise Authorization (RMA) procedure communicated to the Customer at the time of authorization.

8.4. Condition of Products. Any Product authorized for return under Section 8.3 must be returned in its original packaging, including all accessories and Documentation, and in a condition consistent with limited evaluation and normal use. All returned Products are subject to a mandatory technical inspection by Blue Portance upon receipt.

8.5. Return Costs. Unless otherwise agreed in writing, the Customer shall be responsible for all costs associated with the return of the Product, including shipping charges, insurance, and any applicable duties or taxes.

8.6. Inspection and Refund. Following inspection of the returned Product, Blue Portance shall determine the eligible refund amount, if any. Any refund may be reduced to account for inspection, cleaning, handling, and reconditioning costs, as well as any applicable logistics or administrative fees. No automatic full refund shall be granted for discretionary returns. Approved refunds will be issued to the original method of payment within a reasonable timeframe.

8.7. No Medical or Therapeutic Purpose. Customer acknowledges and agrees that the Products are not medical devices and are not intended to diagnose, treat, cure, or prevent any disease or health condition. The Products are intended to support dynamic postural optimization and postural harmony in seated environments. Customer should consult with a healthcare professional before using the Products if they have any underlying medical conditions.

Data protection, Privacy Policy, Proprietary Trademark

9.1. We shall process your personal information in accordance with applicable law and regulation and shall take all reasonable steps to ensure that the details of your Order and payment are secure, but unless we are negligent, we shall not be liable for any unauthorized access to information supplied by you.

9.2. We shall only use your personal information for the purpose of fulfilling your Order and improving our services to you by way of targeted communication, unless you agree otherwise.

9.3. We would like to notify you of Products and offers that may be of interest to you from time to time. To be added to our marketing database, you can either untick the box at checkout at the time of your Order or you can independently subscribe to our newsletter by using the sign up form which can be found on our Website. You can opt out, correct any information about you, or ask for information about you to be deleted, by giving written notice to us at the address or email address shown on our Website. As the case may be, opportunities may arise for you to subscribe to various text marketing or messaging programs, entailing ongoing text alerts related to our businesses and affiliates. Consent for these subscriptions is voluntary and not tied to Product purchases, excluding the text subscription itself. Opt-out instructions, such as texting “STOP” to terminate a subscription, are outlined for each subscription in the related communication. Confirmation texts for opt-outs and non-marketing administrative or transactional messages will be sent. Recurring text message subscriptions may adhere to specified monthly message limits. Auto-renewal may apply unless otherwise stated during consent. The receipt of text messages is not contingent on a purchase, and no obligation to purchase exists. Acknowledgment is made that mobile text messages may be automated. By subscribing, you affirm you are 18 years or older or have parental consent. Carrier charges may apply, with carriers deducting fees from pre-paid amounts or data allowances for which you are responsible. Refer to your carrier for details. Premium rates, if applicable, for text messages will be detailed in the subscription consent. Our text messages are sponsored by us.

9.4. We believe that personal privacy issues are important, so we developed a Privacy Policy to explain how we collect, use and disclose information and content. The Privacy Policy forms part of our agreement with you and is incorporated in these Terms and Conditions of Sale by reference. For full details, please refer to our Privacy Policy located on our Website https://blueportance.us/privacy-policy/.

You have the option to alter or cease receiving email marketing communications from us by following the guidelines in our promotional emails. This decision will not impact subsequent subscriptions. Specific email types may have opt-out limitations. We retain the right, as permitted by applicable law, to dispatch communications pertinent to your account or Service usage, including administrative and service announcements. Opting out of marketing communications will not affect the receipt of informational or transactional account messages.

9.5. Reserved Intellectual Property. You acknowledge and agree that we retain ownership of all intellectual property rights of any kind related to our Website, Products and services, including applicable copyrights, patents, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of these Terms and Conditions. “BLUE PORTANCE” as well as our Products names are proprietary and/or registered Trademarks of our Company. Other products and company names that may be mentioned on our Website or provided as part of our services and offer of Products, and said names may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you hereunder.

9.6. Reasonable use of Clients names by BLUE PORTANCE. You agree that, unless provided otherwise in writing prior to an Order confirmation is received, BLUE PORTANCE shall be authorized to reasonably publicize its collaboration and contractual relationship with you in order to promote the BLUE PORTANCE Products. Clients’ first name (only) or Company names (for Wholesale Customers) and feedback left on our Website or social media platforms, may for example appear in a marketing brochure or other advertising materials of BLUE PORTANCE. A Wholesale Client’s name shall not be treated as confidential in this context.

General Provisions.

10.1. Relationship of the Parties. Nothing contained in these Terms and Conditions shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant or employer and employee between the parties hereto or any affiliates or subsidiaries thereof, or to provide either party with the right, power or authority, whether express or implied, to create any duty or obligation on behalf of the other party, other than as stated under the Contract or the Order.

10.2. Notices. Any notice or other communication required or permitted by these Terms and Conditions or by law to be served on or given to any party shall be in writing and shall be deemed served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service, (a) three days after deposit in the mail, postage prepaid, registered or certified, return receipt requested, or (b) the next business day following transmission by fax or e-mail, sent in each case to the addresses set forth in the Order or the address of the Customer on its online account with BLUE PORTANCE. A mandatory copy of any legal complaint addressed to BLUE PORTANCE shall also be sent to: BLUE PORTANCE, C/O Peyrot & Associates PC., 62 William Street, 8th floor, New York, NY 10005.

10.3. Assignment. The rights and obligations hereunder are personal to each customer. Customer shall therefore not assign or otherwise transfer any rights or delegate any duties hereunder without the prior written consent of BLUE PORTANCE. Any attempted assignment, transfer or delegation without such consent shall be null and void. BLUE PORTANCE remains free to assign any and all of its rights hereunder to any affiliate, successor entity or third party.

10.4. Force Majeure. BLUE PORTANCE shall not be in breach of its obligations hereunder if performance of such obligations is prevented, delayed or made impracticable by any cause beyond the reasonable control of BLUE PORTANCE, including without limitation, acts or omissions of Customer, acts of God or government regulations, natural disasters or storms, fire, political strife, labor disputes, terrorism, failure or delay of transportation, default by suppliers or unavailability of parts or materials necessary to prepare and process the Order.

10.5. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of France without regards to its conflict of laws provisions. Any dispute between the parties concerning these terms and conditions and any related Order shall be brought in the competent courts of Antibes, France, and Customer consents to such courts having personal jurisdiction and that venue is proper in such courts.

10.6. Attorney’s Fees. If any litigation is brought to enforce the rights of a party hereunder, the prevailing party shall be awarded its reasonable attorneys’ fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for services rendered, as well as subsequent to judgment in obtaining execution thereof.

10.7. Interpretation. The titles of the Sections and Clauses of these Terms and Conditions are for convenience only and shall not affect the interpretation or construction of any Section.

10.8. Waiver. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. A waiver of any of the terms, or any breach or default hereunder, shall not be deemed or construed as a waiver of such terms for the future or any subsequent breach or default, whether or not of the same or similar nature.

10.9. Entire Agreement; Severability; Modification. These Terms and Conditions represent the entire agreement between BLUE PORTANCE and Customer as parties with respect to the subject matter hereof and all other understandings and agreements relating thereto, whether written or oral, including but not limited to all requests for proposal, proposals, payments or other forms, are nullified and superseded hereby. Whenever possible, each provision shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision hereunder is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of these Terms and Conditions. These Terms and Conditions may be modified, amended, or supplemented from time to time by BLUE PORTANCE, at its sole discretion. Electronic signatures shall be valid, including electronic acceptance of the present Terms and Conditions of Sale.

10.10. Further Warranty Disclaimer. Certain of our Products, including but not limited to our Aporia cushion, may be subject to specific warranty and disclaimers terms and conditions. Said Disclaimers available at https://blueportance.us/aporia-disclaimer-warranty/. Such Disclaimer shall be incorporated by reference into the present Terms. It shall apply to any related Product sale by our Company.

10.11. Contact Information. Any questions or notices to be made in connection with these Terms, shall be addressed to contact@blueportance.us

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