Breakflip Distribution
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General Terms and Conditions of B2B Sale

Last updated
August 2026
Seller
BREAKFLIP SAS - 2 avenue Pierre-Gilles de Gennes, 37540 Saint-Cyr-sur-Loire, France - RCS Tours 832 363 766
Dispatch location
France (European Union)
Target markets
European Union (EU), United Kingdom (UK) and Middle East (ME)

1. Scope and applicability

These General Terms and Conditions of Sale (the “GTC”) apply exclusively to business-to-business (B2B) transactions between BREAKFLIP SAS, a company registered in France (the “Seller” or “Breakflip”), and professional buyers, retailers or distributors operating within the EU, the UK or the Middle East (the “Buyer”). They govern, without restriction or reservation, every sale concluded by Breakflip through this distribution platform (the “Platform”) and prevail over any other document.

Physical store requirement. To qualify as an authorized Buyer and keep an active purchasing account, the Buyer must own and actively operate a physical, brick-and-mortar retail storefront. Breakflip may request proof of a physical commercial address at any time (photos of the storefront, commercial lease, or business registration documents). Purely online e-commerce businesses without a physical retail presence are only considered if they are already well established, and may otherwise be refused.

Acceptance. By placing an order, requesting a proforma invoice, or accepting an invoice, the Buyer unreservedly agrees to these GTC. Any conflicting terms issued by the Buyer are expressly rejected. Unless proven otherwise, the data recorded in Breakflip’s information systems constitutes proof of all transactions concluded with the Buyer.

2. Buyer account

Ordering on the Platform requires a professional account. The Buyer undertakes to provide accurate and up-to-date information about its business (company details, contact information, VAT number) and is responsible for keeping that information current. Account credentials are strictly personal: the Buyer must not disclose them and remains solely responsible for any use made of them. Breakflip cannot be held liable for unauthorized access resulting from the Buyer’s failure to protect its credentials.

In the event of a breach of these GTC, Breakflip may suspend or close a Buyer’s account after a formal notice sent electronically has remained without effect. The Buyer may request the closure of its account at any time by contacting its Breakflip representative.

3. Taxation, VAT and customs duties

Buyers in France. Orders delivered within France are invoiced with French VAT at the applicable rate.

Intra-Community EU sales. Buyers established in another EU Member State must provide a valid VAT identification number registered in the VIES system. Where a valid VAT number is provided, invoices are issued without French VAT as a zero-rated intra-Community supply (Article 262 ter I of the French Tax Code, implementing Article 138 of the EU VAT Directive). Without a valid VAT number, the Buyer will not be able to place orders on the Platform.

Non-EU exports (United Kingdom and Middle East). Orders shipped to the UK or to Middle Eastern countries are invoiced net of EU VAT. The Buyer is solely responsible for customs clearance, local import VAT, and any customs duties or brokerage fees in the destination country.

Proof of export. For all shipments to the UK and the Middle East, the Buyer or its designated carrier must provide Breakflip with a valid export customs declaration or an officially signed CMR / Air Waybill proving that the goods physically left the EU. Failure to provide this proof will result in the retroactive invoicing of French VAT.

4. Pre-orders, reservations and allocations

When a pre-order becomes binding. Initial pre-order requests or expressions of interest submitted by the Buyer are treated as non-binding reservations. A pre-order becomes final, binding and non-cancelable by the Buyer only once Breakflip issues the official proforma invoice. By issuing the proforma invoice, Breakflip confirms stock availability, locks in pricing, and commits the Buyer to the purchase.

Publisher allocations. The Buyer acknowledges that TCG manufacturers and publishers frequently allocate product quantities. If a publisher cuts Breakflip’s allocated supply after the proforma invoice has been issued, Breakflip reserves the right to proportionally reduce or cancel the Buyer’s order. In that case Breakflip will promptly issue a refund or credit note for the unfulfilled quantities, and shall not be liable for any loss of turnover, loss of business opportunity, or other damages suffered by the Buyer as a result of such allocations.

5. Pricing, minimum order value and payment

Minimum order value. All orders are subject to a minimum order value of €300.00 (three hundred euros), excluding VAT and shipping. Breakflip reserves the right to decline any order or reservation request below this threshold.

Prices and price volatility. Products are supplied at the prices in force on the Platform when the order is recorded, expressed in euros and exclusive of tax. TCG wholesale and market prices fluctuate rapidly: the final price is locked and guaranteed upon issuance of the proforma invoice, and no retroactive discount, price match, or credit note will be granted if the market value or MSRP drops after purchase. Prices do not include handling, shipping, or delivery costs, which are invoiced in addition.

Payment terms. Payment is due in full by bank wire transfer (SEPA for the EU and UK, SWIFT for the Middle East) to Breakflip’s account, whose details are communicated at the time of ordering, prior to dispatch of the goods. All transaction fees, intermediary bank charges, and currency conversion costs are borne entirely by the Buyer. Payment is considered final only upon actual receipt of the funds by Breakflip, and Breakflip is under no obligation to release goods that have not been paid for in full. Breakflip may also refuse any order from a Buyer with whom a payment dispute exists on a previous order.

6. Shipping, international delivery and risk (EXW / FCA)

Incoterms. Unless stated otherwise on the invoice, all international shipments from our warehouse in France are sold EXW (Ex Works) or FCA (Free Carrier) France (Incoterms 2020).

Shipping costs. All shipping, freight, transport, and packaging costs are at the Buyer’s expense and are added to the proforma invoice, unless explicitly agreed otherwise in writing by both parties. Any specific packaging or transport request accepted in writing by Breakflip is invoiced separately on a previously accepted quote.

Transfer of risk. Risk of loss, theft, or damage transfers entirely to the Buyer the moment the palletized or boxed goods are handed over to the carrier or logistics provider at our facility in France.

Transit delays. Release dates announced by publishers are estimates. Logistics delays, international customs checks (in particular at UK borders or Middle Eastern transit hubs), or freight disruptions do not entitle the Buyer to cancel an order or claim penalties.

7. Retention of title

Breakflip retains full ownership of the products sold until complete and effective payment of the price by the Buyer, regardless of the delivery date of the products. This retention of title does not affect the transfer of risk described in Article 6.

8. No withdrawal right and inspection duty

No cooling-off period. These GTC govern strictly B2B contracts: no consumer protection rules or statutory 14-day right of withdrawal apply. All sales are final.

Inspection upon arrival. The Buyer must inspect the shipment immediately upon delivery. Any visible damage to pallets or outer boxes, and any discrepancy in quantities, must be clearly noted on the carrier’s transport document (CMR / Waybill) and reported to Breakflip in writing, with supporting evidence (photos in particular), within 48 hours of receipt. Failure to report within this timeframe constitutes unconditional acceptance of the goods.

Sealed product integrity. No claim will be processed for factory-sealed products (boosters, displays) that have been opened, unsealed, or priced by the retail store. Internal manufacturing faults (card layout, pack mapping, printing errors) must be escalated by the final consumer directly to the game’s publisher.

9. Limitation of liability

Breakflip’s total liability for any claim arising out of or relating to an order shall never exceed the net invoice amount actually paid by the Buyer for the specific products in question. Breakflip shall under no circumstances be liable for indirect, incidental, or consequential damages, such as lost retail profits or reputational damage. Breakflip’s liability is likewise excluded in cases of misuse or negligence by the Buyer, normal wear, accident, or force majeure. Photographs and visuals presented on the Platform are not contractual and do not engage Breakflip’s liability.

10. Personal data

The data collected on the Platform (company and contact details, order and payment information) is processed by Breakflip, as data controller, solely for the performance of the sales contract and the delivery of the products, in accordance with the French Data Protection Act (loi Informatique et Libertés) and Regulation (EU) 2016/679 (GDPR). This data is reserved for the use of Breakflip and its staff, is not used for advertising or marketing purposes without the Buyer’s express consent, and is retained for five years, covering the applicable contractual liability limitation period.

Buyers may access, rectify, delete, or request the portability of their data, or object to its processing, by contacting their Breakflip representative. Breakflip will respond within one month at the latest; any refusal will be reasoned, and the Buyer may lodge a complaint with the CNIL or bring the matter before a judicial authority. Breakflip implements organizational, technical, and physical security measures to protect personal data, it being noted that no transmission or storage of information on the Internet can be guaranteed fully secure.

11. Intellectual property

The content of the Platform is the property of Breakflip and its partners and is protected by French and international intellectual property laws. Any total or partial reproduction of this content is strictly prohibited and may constitute infringement.

12. Governing law, language and jurisdiction

These GTC and all commercial transactions between the parties are governed exclusively by French law, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG). Should these GTC be translated into one or more other languages, only this version shall be authoritative in the event of a dispute.

For any claim, the Buyer should first contact Breakflip at the address indicated at the top of these GTC; the parties may also resort to conventional mediation or any alternative dispute resolution method. Any dispute that cannot be resolved amicably shall be subject to the exclusive jurisdiction of the Commercial Court of Tours, France (Tribunal de commerce de Tours).