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TERMS AND CONDITIONS OF SALE - ADHERA
TERMS AND CONDITIONS OF SALE (CONSUMERS)
TERMS AND CONDITIONS OF SALE (BUSINESSES)
TERMS AND CONDITIONS OF SALE (CONSUMERS)
TERMS AND CONDITIONS OF SALE
(CONSUMERS)
ARTICLE 1 – Scope
These Terms and Conditions of Sale apply, without restriction or reservation, to all sales made by CLEMENT (“the Seller”) to non-business consumers and buyers (“the Customers” or “the Customer”), wanting to acquire the Products offered for sale by the Seller (hereinafter “the Products” or “the Product”) by placing an order on the website https://adherashoes.com (hereinafter “the Site”).
These include the conditions for placing orders, payment, delivery and guarantees for Products ordered by Customers.
The main characteristics of the Products, including specifications, illustrations and indications of dimensions or capacity of the products, are presented on the Site as well as in the catalogue published by the Seller.
Photographs and graphics presented are not contractual and shall not be the responsibility of the Seller. The Customer is required to refer to the description of each product for the main properties and features.
Product offers are subject to availability.
These Terms and Conditions of Sale apply to the exclusion of all other conditions.
These Terms and Conditions of Sale are always communicated to any Customer prior to the placing of any order and will prevail, if necessary, over any other version or other conflicting documents.
The Customer declares that they have read these Terms and Conditions of Sale and accepted them before ordering on the Site, and that these Terms and Conditions of Sale may be amended at a later date. The version applicable to the Customer’s purchase is that in effect on the date of the order on the Site.
The validation of the order by the Customer constitutes acceptance without restriction or reservation of these Terms and Conditions of Sale.
The Products are offered for sale worldwide, excluding countries subject to import restrictions.
In the case of an order to a country other than metropolitan France, the Customer is the importer of the product(s) concerned. For all products shipped outside the European Union and the DOM-TOMs, the price will be calculated without taxes automatically on the invoice. Customs duties or other local taxes or import duties or state taxes may be payable. They will be the responsibility of the Customer and are the sole responsibility of the Customer.
The customer importing one or more Products must first ensure that the Product(s) comply with the rules, including health rules, in force.
ARTICLE 2 – Product orders
Product orders are via the Internet Site accessible at the following address: https://adherashoes.com.
In order to order Products, the Customer must have previously created an account on the site.
The sale will not be considered final until the Customer (via email) has received confirmation of the acceptance of the order by the Seller, and the Seller has received the full price (including delivery costs), previously set out when placing the order.
It is the Customer’s responsibility to verify the accuracy of the order and immediately report any errors to the Seller.
The Seller reserves the right to cancel or reject any order from a Customer with whom there is a dispute regarding the payment of a prior order.
In the event of cancellation of the order by the Customer after acceptance by the Seller, for any reason except force majeure, any deposit paid for the order, as defined in the “Payment Terms” section of these Terms and Conditions of Sale shall be retained by the Seller and shall not give rise to any refund, this is in accordance with the provisions of Article L 214-1 of the Consumer Code.
ARTICLE 3 – Prices
3.1 – Product prices
The Products are sold at the prices in effect shown in the Seller’s catalogue on the day of their order.
Prices are expressed in Euros, excluding taxes and VAT.
In the case of shipment of the products to a territory outside the European Union, the prices do not include customs charges and any import charges, which are the exclusive responsibility of the Customer.
The Seller reserves the right to change the prices of the Products at any time.
3.2 – Delivery charges for the Products
The price of the Products is expressed excluding delivery charges. Delivery charges are charged in addition, under the conditions stated on the Seller’s website and in their catalogue and calculated prior to the Seller’s confirmation of the order.
ARTICLE 4 –Payment terms
The price is paid in full (including delivery charges) when ordering the products on the Site by means of payment by credit card (Visa, MasterCard, American Express, other debit cards).
The Seller shall not be required to proceed with the confirmation of the order and delivery of the products ordered by the Customer if the price has not been paid in full to the Seller in accordance with the conditions set out above.
Payments made by the Customer will not be considered final until the amounts due by the Seller have been effectively collected.
ARTICLE 5 – Transfer of Products – Deliveries
Products ordered by the Customer on the Site will be shipped to the Customer within 8 days of the Seller’s confirmation of the order.
Orders are delivered to metropolitan France within 2 working days from the date of shipment of the order.
Orders outside metropolitan France are delivered within 10 working days of the date of shipment of the order. This time may vary depending on the destination country, the latter is given as an indication.
Orders for customised products are delivered within 8 to 12 weeks of the final order confirmation date.
In the event of a particular request from the Customer concerning the packaging or transport of the Products ordered, duly accepted by the Seller, the costs relating thereto shall be subject to a specific additional invoice, based on a quotation previously accepted by the Customer.
Terms of delivery of the Products
Delivery is the transfer of physical possession of the Product to the Customer.
Unless there is a particular issue or one or more of the Products not available, the Products ordered will be delivered in one delivery.
The Seller shall make every effort to ship and deliver the Products ordered by the Customer within the above deadlines. However, these deadlines are provided as an indication only.
If the ordered Products have not been shipped within THIRTY (30) days after the date of order confirmation (excluding orders for customised products referred to in article 5), for any cause other than force majeure, the sale may be terminated at the written request of the Customer under the conditions set out in articles L 216-2, L216-3 and L241-4 of the Consumer Code.
The sums paid by the Customer shall then be returned to the Customer no later than FOURTEEN (14) days after the date of termination of the contract, excluding any compensation or withholding.
Deliveries are provided by an independent carrier, at the address mentioned by the customer at the time of the immediate order or purchase and to which the carrier can easily access.
The Customer therefore acknowledges that it is the responsibility of the carrier to carry out the delivery and has no warranty claim against the Seller in the event of failure to deliver the transported goods.
Claims related to the delivery of the Products
The Customer is required to ensure that their order is compliant upon receipt.
The Customer shall notify the Seller of any product loss or damage within TEN (10) days from the date of delivery of the order.
The Seller shall promptly reimburse or replace, at the Seller’s expense, any Products delivered whose compliance defects or apparent or hidden defects have been duly proven by the Customer, under the conditions set out in articles L 217-4 and following of the Consumer Code and those set out in the article “Seller’s Liability – Legal guarantees” of these Terms and Conditions of Sale.
ARTICLE 6 – Transfer of ownership of the Products – Transfer of Product risk
6.1 – Transfer of ownership of the products to the Customer
The transfer of ownership of the Seller’s Products to the Customer shall not take place until the Customer has paid the price in full, regardless of the date of delivery of such Products.
6.2 – Transfer of Product risk to the Customer
Regardless of the date of the transfer of ownership of the Products, the transfer of the risks of loss and damage relating thereto shall be carried out only at the time the Customer takes physical possession of the Products in accordance with the provisions of article L 216-4 of the Consumer Code.
The Products therefore travel at the Seller’s own risk.
Exception: Where the Customer uses a carrier they have chosen, independent of the Seller, the transfer of risks shall be effected at the time of the delivery by the Seller of the products ordered by the Customer to the carrier chosen by the Customer. In this case, Products travel at the risk of the Customer.
If the product under the responsibility of the carrier has not been delivered for any reason related to customs, strike or damage or any other cause of force majeure as defined by the courts, the sale may be terminated and the customer may obtain a refund of their payment, excluding any other compensation or damages.
In case of delivery abroad, the Seller’s liability cannot be incurred in case of non-compliance with the legislation of the country of destination of the packages. It is the responsibility of the Customer to check with the local authorities concerning the possibilities of importing and using the Products available on the Site.
ARTICLE 7 – Seller’s responsibility for the Products – Legal guarantees for the Products
7.1 – Legal guarantees
The Products provided by the Seller shall be entitled to full rights and without further payment, in accordance with the legal provisions:
– The legal guarantee of compliance, for products which appear to be defective, damaged or spoiled, or which do not correspond to the order, in accordance with the provisions of article L 217-4 of the Consumer Code
– The legal guarantee against hidden defects arising from a defect in material, design or manufacture affecting the Products delivered and making them unsuitable for consumption, in accordance with the provisions of article 1641 of the Civil Code.
Under the terms and conditions set out below and set out in the annex to these Terms and Conditions of Sale (guarantee of compliance/guarantee against hidden defects).
7.1.1 – Implementation of the legal guarantee of compliance
It is recalled that as part of the legal guarantee of compliance, the Customer:
– Shall have a period of TWO (2) years from the date of issue of the Product to act against Seller;
– May choose between repair or replacement of the Product, subject to the cost conditions set out in article L 217-9 of the Consumer Code;
– Shall be exempted from reporting proof of the product’s non-compliance within TWENTY-FOUR (24) months after the product is issued.
The Customer may enforce the legal guarantee of non-compliance within TWO (2) years of delivery of the Product.
Without prejudice to the provisions of article L 217-12 of the Consumer Code, the Customer agrees to inform the Seller of the failure of compliance in writing within a maximum period of TEN (10) days from the discovery of the defect, so that the latter can take all necessary measures.
The Customer shall return defective Products to the Seller in the condition in which they were received. The cost of returning defective Products will be borne by the Seller.
7.1.2 – Implementation of the legal guarantee against hidden defects
It is recalled that under the guarantee against hidden defects, the Customer:
– Shall have a period of TWO (2) years from the date of issue of the Product to act against Seller;
– May choose between the termination of the sale or a reduction in the selling price in accordance with article 1644 of the Civil Code.
The Customer may enforce the legal guarantee against hidden defects within TWO (2) years of the discovery of the defect.
Without prejudice to the provisions of article 1648 of the Civil Code, the Customer agrees to inform the Seller of the defect affecting the Product in writing, within a maximum period of TEN (10) days from the discovery of such defect, so that the latter may take all necessary measures.
The Customer shall return defective Products to the Seller in the condition in which they were received, at their own expense. The cost of returning defective Products will be borne by the Seller.
7.2 – Refund or replacement of non-compliant Products or those that are affected by a defect
The Seller will reimburse or replace products found to be non-compliant or affected by a defect. In the event of delivery, the shipping costs will be refunded on the basis of the invoiced rate and the return costs will be refunded on the presentation of the supporting documents.
Refunds for Products found to be non-compliant or affected by a defect shall be made as soon as possible and not later than THIRTY (30) days after the Seller’s finding of the non-compliance or hidden defect.
The refund will be made by means of a credit to the Customer’s bank account or by bank cheque sent to the Customer.
7.3 – Disclaimers
The Seller’s liability shall not be engaged in the following cases:
– In case of delivery of the products abroad: Non-compliance with the legislation of the country in which the products are delivered, which it is the responsibility of the Customer to check,
– In the event of misuse of the products, use for business purposes (excluding ADHERA products expressly intended for businesses), negligence or lack of maintenance on the part of the Customer,
– In the event of normal wear of Products or force majeure.
The Seller’s warranty is, in any event, limited to the replacement or reimbursement of non-compliant or defective products.
ARTICLE 8 – Contractual warranty – Products
In addition to the legal guarantees of compliance and against hidden defects, the Products benefit from a 6-month contractual warranty. This warranty runs from the delivery of the Product(s).
The contractual warranty covers Products against defects in construction or material, excluding normal wear and tear on the material and parts making up the products, deterioration or accident resulting from negligence, supervision or maintenance defects.
In order to qualify for the commercial warranty, it is essential to keep the purchase invoice for the Product(s).
ARTICLE 9 – Intellectual property
The Seller retains ownership of all intellectual property rights to the Products, including those customised at the request of the Customer.
The Customer therefore prohibits any reproduction of the Products without the express, written and prior authorisation of the Seller, which may condition it to a financial consideration.
ARTICLE 10 – Processing of personal data
Personal data collected from the Customer shall be processed by the Seller. It is saved in their customer file and is essential for the processing of their order.
This personal information and data is also kept for security purposes in order
to comply with legal and regulatory requirements. It will be retained for as long as necessary for the execution of any applicable orders and warranties.
The data processing officer is the Seller. Access to personal data will be strictly limited to the employees of the processing manager who are authorised to process it because of their duties. The information collected may be provided to third parties related to the Company by contract for the execution of subcontracted tasks, without the Customer’s authorisation being required.
In the performance of their services, third parties have only limited access to the data and have the obligation to use it in accordance with the provisions of the applicable legislation on the protection of personal data. Except as set out above, the Seller shall not sell, rent, assign or give access to any third party to the data without the Customer’s prior consent, unless required to do so for a legitimate reason.
If the data is transferred outside the EU, the Customer will be informed and guarantees will be used to secure the data (e.g. the external provider’s membership of “Privacy Shield”, adoption of model protection clauses validated by the French Data Protection Agency, adoption of a code of conduct, obtaining certification from the French Data Protection Agency, etc.) will be specified.
In accordance with the applicable regulations, the Customer has a right of access, rectification, deletion, and portability of the data concerning them, as well as the right to object to processing on legitimate grounds, rights they may exercise by contacting the processing officer at the following postal or email address: [email protected]
In the event of a complaint, the Customer may make a complaint to the Seller’s Personal Data Protection Officer of the French Data Protection Authority.
ARTICLE 11 – Predictability
These Terms and Conditions of Sale expressly exclude the legal system of predictability provided for in article 1195 of the Civil Code for all transactions of sale of Products from the Seller to the Customer.
The Seller and the Customer therefore waive the provisions of article 1195 of the Civil Code and the predictability regime provided for therein, committing itself to fulfilling its obligations even if the contractual balance is disrupted by circumstances that were unpredictable at the time of closing the sale, even if their execution would be prohibitively expensive and to bear all economic and financial consequences.
ARTICLE 12 – Enforced execution in kind
In the event of a failure of either party to comply with its obligations, the party who is the victim of the failure shall have the right to request the forced performance in kind of the obligations arising out of this agreement. In accordance with the provisions of article 1221 of the Civil Code, the creditor of the obligation may continue this forced execution after a simple formal notice, addressed to the debtor of the obligation by registered letter with request for acknowledgement of receipt which has remained unsuccessful, unless it proves impossible or there is a clear disproportion between its cost to the debtor, in good faith, and its interest to the creditor.
By express derogation from the provisions of article 1222 of the Civil Code, in the event of a failure of either party to its obligations, the party who is the victim of the default shall not, by itself, have the obligation performed by a third party at the expense of the defaulting party.
The creditor of the obligation may, however, request in court that the defaulting party advance the sums necessary for such performance.
The failed Party may, in the event of failure to fulfil any of the obligations of the other party, request termination of the agreement as defined in “Contract Termination”.
ARTICLE 13 – Non-performance clause
It is recalled that, pursuant to article 1219 of the Civil Code, each party may refuse to fulfil its obligation, even though it is due, if the other party does not perform its obligation and if such a breach is serious enough, that is, that it could jeopardise the continuation of the contract or fundamentally disrupt its economic balance.
The performance suspension will take effect immediately, upon receipt by the breaching party of the notification of default to the breaching party indicating the intention to enforce the exception of non-performance until the breaching party has remedied the situation, served by registered letter with request for acknowledgement of receipt or on any other durable written medium to provide proof of sending.
This non-performance clause may also be used as a preventive measure, in accordance with the provisions of article 1220 of the Civil Code, if it is evident that one of the parties will not carry out its obligations by the due date and that the consequences of such non-performance are sufficiently serious for the party who is the victim of the default.
This option is used at the risk and peril of the party taking the initiative.
The suspension of performance shall take effect immediately upon receipt by the alleged breaching party of the notification of the intention to enforce the preventive non-performance exception until the alleged breaching party carries out the obligation for which a future failure is manifest, served by registered letter with request for acknowledgement of receipt or on any other durable written medium to provide proof of sending.
ARTICLE 14 – Force Majeure
The Parties shall not be liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a force majeure event within the meaning of article 1218 of the Civil Code.
The party subject to the event shall promptly inform the other party of its inability to perform and shall justify it to the other party. The suspension of obligations shall not be a cause of liability for failure to perform the obligation in question, nor shall it induce the payment of damages or penalties for delay.
The performance of the obligation shall be suspended for the duration of force majeure if it is temporary and shall not exceed a period of THIRTY (30) days.
Therefore, as soon as the cause of the suspension of their reciprocal obligations has disappeared, the parties will make every effort to resume the normal performance of their contractual obligations as soon as possible.
To this end, the prevented party shall notify the other party of the resumption of its obligation by registered letter with request for acknowledgement of receipt or any extraordinary act.
If the impediment is permanent or exceeds SIXTY (60) days, this agreement shall be terminated exclusively and simply in accordance with the terms set out in the “Termination for Force Majeure”.
During this suspension, the parties agree that the costs incurred by the situation shall be divided by half.
ARTICLE 15 – Contract Termination
15.1 – Termination for failure to fulfil a sufficiently serious obligation
Notwithstanding article 14.3 “Termination for breach of obligations of a party – termination clause” set out below, the party who is the victim of the default may, in the event of a sufficiently serious breach of any of the obligations of the other party, notify registered letter with request for acknowledgement of receipt to the failing party, the termination hereof thirty (30) days after the sending of a notice of execution which has remained unsuccessful, pursuant to the provisions of article 1224 of the Civil Code.
15.2 – Termination for force majeure
In the event of force majeure as stated in the article “Force majeure”, it is expressly agreed that the parties may legally terminate this contract, without summation or formality.
15.3 – Termination for failure of a Party to fulfil its obligations – termination clause
In the event of failure by either party to comply with the obligations set out in this contract, the latter may be terminated at the discretion of the injured party.
It is expressly understood that this termination for breach of obligations by a Party shall take place legally THIRTY (30) days after the sending of a notice of execution, which has remained, in whole or in part, without effect, registered letter with request for acknowledgement of receipt. Such notice shall indicate the intention to apply this clause.
15.4 – Provisions common to termination cases
It is expressly agreed between the parties that the debtor of an obligation to pay under this agreement shall be validly called into notice by the sole liability of the obligation, in accordance with the provisions of article 1344 of the Civil Code.
Services exchanged between the Parties from the conclusion of the contract and until its termination can only find their usefulness by the full performance of the contract, and will give rise to full restitution.
In any event, the injured party may seek damages in court.
ARTICLE 16 – Applicable law – Language
By express agreement between the parties, these Terms and Conditions of Sale and the transactions arising therefrom shall be governed by and subject to French law.
These Terms and Conditions of Sale are written in French.
In the event that they are translated into one or more foreign languages, only the French text would be authentic in the event of a dispute.
ARTICLE 17 – Disputes
ALL DISPUTES ARISING FROM THE PURCHASE AND SALE OPERATIONS CONCLUDED PURSUANT TO THESE TERMS AND CONDITIONS OF SALE MAY GIVE RISE TO, AS REGARDS THEIR VALIDITY, INTERFERENCE, FULFILLMENT, RESOLUTION, THEIR CONSEQUENCES AND THEIR OUTCOMES, WHICH COULD NOT HAVE BEEN SETTLED AMICABLY BETWEEN THE SUPPLIER AND THE CUSTOMER, WILL BE SUBMITTED TO THE NICE COMMERCIAL COURT.
As such, it is stated that, in accordance with the provisions of article R 631-3 of the Consumer Code, the Customer may make use of:
– one of the territorially competent courts under the Code of Civil Procedure,
– the jurisdiction of the place where it was located at the time of the
conclusion of the contract,
– or the jurisdiction of the occurrence of the harmful event.
In the event of a dispute, an amicable solution will be sought as a matter of priority before any judicial action.
In accordance with article L. 612-1 of the Consumer Code, the consumer, subject to article L.152-2 of the Consumer Code, is entitled to submit a request for amicable resolution by means of mediation, within a year of their written claim to the professional.
This institution has designated, by registered membership number CS0001255/2006, SAS Médiation Solution as a consumer mediation entity.
In order to make use of the mediator, the consumer must make their request:
– Either in writing to: SAS Mediation Solution
222 chemin de la bergerie
01800 SAINT JEAN DE NIOSTTel.: 04 82 53 93 06
– Or by email to: [email protected]
– Or by filling out the online form entitled “use the mediator” on the site : https://www.sasmediationsolution-conso.fr
Regardless of the method used, the request must contain:
– the applicant’s postal, telephone and electronic contact information,
– the name and address and registration number at SAS Médiation Solution of the professional concerned,
– a brief description of the facts. The consumer will tell the mediator what they expect from this mediation and why,
– copy of the pre-claim,
– all documents allowing the instruction of the request (purchase order, invoice, proof of payment, etc.)
ARTICLE 18 – Pre-contractual information – Customer acceptance
The Customer acknowledges having received, prior to the immediate purchase or placing of their order and the conclusion of the contract, in a clear and understandable manner, these Terms and Conditions of Sale and all the information listed in article L.221-5 of the Consumer Code, which includes the following information:
– The essential characteristics of the Product(s),
– The price of the Products and associated costs (e.g. delivery);
– In the absence of immediate performance of the contract, the date or time frame within which the Seller agrees to deliver the Product,
– Information relating to the Seller’s identity, postal, telephone and electronic contact information, and activities, if not in context,
– Information about legal and contractual guarantees and their implementation,
– The functionality of digital content and, where applicable, its interoperability,
– The possibility of recourse to conventional mediation in the event of dispute.
The fact that a natural person (or legal entity) orders one or more Product(s) requires full acceptance and acceptance of these Terms and Conditions of Sale and an obligation to pay for the product(s) ordered, which is expressly recognised by the Customer, who waives, In particular, relying on any conflicting documents which would be unenforceable against Seller.
ARTICLE 19 – Seller’s details
The Seller’s contact information is as follows:
Postal address:
Clement
1st Avenue – 7th Rue
Zone Industrielle
06510 CARROS
RCS GRASSE 421 616 087
Email address: [email protected]
ANNEX – PROVISIONS RELATING TO LEGAL GUARANTEES OF THE CONSUMER CODE
Article L217-4 of the Consumer Code
The seller is required to deliver a Product in accordance with the contract and responds to any defects in compliance existing at the time of issue. It also responds to defects in compliance resulting from the packaging, assembly instructions or installation where it has been charged by the contract or carried out under its responsibility.
Article L217-5 of the Consumer Code
To comply with the contract, the property must:
– be suitable for the usual expected use of a similar property and, if applicable:
– match the description given by the seller and possess the qualities that the seller presented to the buyer in the form of a sample or model
– present the qualities that a buyer can legitimately expect in respect of public statements made by the seller, by the producer or by their representative, in particular in terms of advertising or labelling
or
– present the characteristics defined by common agreement by the parties or be suitable for any special purpose sought by the buyer, brought to the attention of the Seller and which the latter has accepted.
Article L217-12 of the Consumer Code
The action resulting from the failure to comply is prescribed at two years from the date of issue of the property.
Article L217-16 of the Consumer Code
Where the buyer asks the seller, during the course of the commercial guarantee granted to them during the acquisition or repair of movable property, for a repair covered by the warranty, any downtime of at least seven days is in addition to the remaining warranty period. This period shall run from the buyer’s request for intervention or the provision for repair of the property in question, if such a provision is subsequent to the intervention request.
Article 1641 of the Civil Code
The seller is bound by the guarantee against hidden defects of the Product sold which makes it unsuitable for the use for which it is intended, or which diminish such use, that the buyer would not have acquired it, or would have only paid a lower price if they had known about them.
Article 1648 paragraph 1 of the Civil Code
The action resulting from the redeeming defects must be brought by the buyer within two years of the discovery of the defect.
TERMS AND CONDITIONS OF SALE (BUSINESSES)
TERMS AND CONDITIONS OF SALE
(BUSINESSES)
ARTICLE 1 – Scope
These Terms and Conditions of Sale constitute, in accordance with article L 441-6 of the Commercial Code, the sole foundation of the commercial relationship between the parties.
The purpose of these guidelines is to define the conditions under which CLEMENT (“the Supplier”) provides to business customers (“Business Customer”) who order them via its website (or by any other means) the ADHERA products (“Products”).
They apply without restriction or reservation to all sales made by the Supplier to Business Customers, regardless of the terms that may appear on the Business Customer’s documents, including its terms and conditions of purchase.
In accordance with the regulations in force, these Terms and Conditions of Sale are always communicated to any Business Customer who requests them, in order to enable them to place an order with the Supplier.
They shall also be communicated to any distributor (excluding wholesaler) prior to the conclusion of a single agreement referred to in article L 441-7 of the Commercial Code, within the legal time limits.
Any order of Product simplies, on the part of the Business Customer, acceptance of these Terms and Conditions of Sale and the general terms of use of the Supplier’s website for electronic orders.
The information on the Supplier’swebsite, catalogues, leaflets and prices are given as a guide and are subjectto review at any time. The Supplier shall have the right to make any changes which may be useful to the Supplier.
ARTICLE 2 – Orders
2.1 – Placing orders for Products
Orders for products are made on the Internet site accessible at the following address: https://adherashoes.com .
In order to order the Products, the Business Customer must have previously created an account on the Site.
Registration of the order shall only take place after acceptance of the Terms and Conditions of Sale by the Business Customer by means of checking the box provided for this purpose on the Site.
The sale will not be considered final until confirmation is sent to the Business Customer (via email), the Supplier accepts the order, and the Supplier pays the full price (including delivery charges),which are paid at the time of placing the order.
It is the responsibility of the Business Customer to verify the accuracy of the order and immediately report any errors to theSeller.
The Seller reserves the right to cancel or reject any order from a Business Customer with whom there is a dispute regarding the payment of a previous order.
2.2 – Cancellation of orders
In the event of cancellation of the order by the Business Customer after acceptance by the Supplier less than 30 days before the date of supply of the ordered products, for any reason except force majeure, an amount corresponding to 50% of the total price excluding VAT of the Products will be acquired from the Supplier and invoiced to the Business Customer, as damages, in compensation for the damage thus suffered.
ARTICLE 3 – Prices
The Products are supplied at the Supplier’s prices in effect on the date of placing the order, and, where applicable, in the specific sales offer sent to the Business Customer.
These prices are inclusive of VAT.
Product prices do notinclude ex-works and packaging costs. They do not include delivery costs, any customs charges and any insurance which remains at the expense of the BusinessCustomer.
Special pricing conditionsmay be agreed according to the specificities requested by the Business Customerconcerning, in particular, the delivery terms and times, or the payment termsand conditions. A particular sales offer will then be sent to the Business Customer by the Supplier.
ARTICLE 4 – Payment terms
The price is paid in full (including delivery charges) when ordering the products on the site by means of payment by credit card (Visa, MasterCard, American Express, other debit cards).
The Supplier shall not be required to proceed with the validation of the order and delivery of the Products ordered by the professional customer if the price has not been paid in full in advance under the conditions and above.
Payments made by the Business Customer will only be considered final after the actual collection of the sums due by the supplier.
ARTICLE 5 – Delivery of Products
5.1 –Terms and delivery times
Unless specified within the Business Customer order and confirmed by the Supplier, the Products will be shipped within EIGHT (8) days from the Supplier’s receipt of the fully paid order from the Business Customer.
This period does not constitute a strict deadline and the Supplier shall not be liable to the Business Customer in the event of a delay in delivery not exceeding THIRTY (30) days.
In the event of delay of more than THIRTY (30) days, the Business Customer may request termination of the sale. Any payments already made will then be returned to the supplier.
In no event shall the Supplier be liable in the event of delay or suspension of delivery attributable to the Business Customer or in the event of force majeure.
Delivery will be carried out at any place chosen by the Business C, through a carrier chosen by the Supplier.
It is stated that the Productstravel at the risk of the Business Customer.
In the event of special requests from the Business Customer concerning the conditions of packaging or transport for the Products ordered, duly accepted in writing by the Supplier, the costs associated with them will be subject to a specific additional charge.
5.2– Claims relating to the delivery of the Products
The Business Customer is required to check the apparent condition of theproducts at the time of delivery. In the absence of reservations expressly issued by the Business Customer at the time of delivery, the Products issued by the Supplier shall be deemed to complying quantity and quality to the order.
The BusinessCustomer shall have a period of TEN (10) days from the delivery and receipt of the ordered Products to issue such reservations to the Supplier in writing.
No claim may be validly accepted in the event of non-compliance with these formalities by the Business Customer.
The Supplier shall replace, at itsexpense and promptly, the products delivered whose non-compliance has been dulyproven by the Business Customer .
ARTICLE 7 – Transfer of ownership – Transfer of risks
7.1 – Transfer of ownership
The transfer of ownership of the Supplier’s Products to the Business Customer, whether an immediate purchase or an order, will only be made after the Supplier has paid the price in full, regardless of the date of delivery of the Products.
7.2 – Transfer of risks
The transfer of the risk of loss and damage to the Business Customer will take place as soon as the products are handed over to the carrier, irrespective of the transfer of ownership, regardless of the date of payment and delivery of the Products.
The Business Customer acknowledges that it is the responsibility of the carrier to make the delivery, since the Supplier is deemed to have fulfilled its obligation of issue upon delivery of the ordered Products to the carrier who has accepted them without reservation.
The BusinessCustomer therefore has no warranty claims against the Supplier in the event of failure to deliver the ordered products or damage during transport or unloading.
ARTICLE 8 – Commercial warranty
Products sold by theSupplier are covered by a warranty for a period of SIX (6) months from the date of delivery, covering:
– non-compliance of the Products or the installation,
– any hidden defects in the Products, arising from a defect in material, design or manufacture affecting the Products delivered and making them unsuitable for use.
The warranty forms an integral part of the Product sold by the Supplier. The Product may not be soldor resold altered, processed or modified.
This warranty is limited to:
– replacementor reimbursement of non-compliant or defective products,
– when theProduct is reinstalled.
Any warranty is excluded in the event of misuse, neglect or lack of maintenance by the BusinessCustomer, such as normal wear and tear of the product or force majeure.
In order to enforce its rights, the Business Customer shall, under penalty of forfeiture of any action relating thereto, inform the Supplier, in writing, of the existence of defects in compliance and defects within a maximum of TEN (10) days from their discovery.
The Supplier will replace or repair any warranted Products found to be defective. This warranty also covers labour costs.
Replacement of defective products or parts will not extend the duration of the above warranty.
Finally, the warranty cannot be used if the products have been subjected to abnormal use, or have been used under conditions different from those for which they were manufactured, in particular in case of failure to comply with the conditions set out in the user manual.
Nor does it apply to the event of deterioration or accident resulting from shock, fall, negligence, failure to monitor or maintain, or in the event of processing of the product.
ARTICLE 9 – Intellectual property
The Supplier retains all industrial and intellectual property rights in and to products, photos and technical documentation which cannot be communicated or executed without written permission.
ARTICLE 10 – Processing of personal data
Personal data collected from the Business Customer is processed by the Supplier. It is saved in their customer file and is essentialto the processing of their order. This personal information and data is also kept for security purposes in order to comply with legal and regulatory requirements. It will be retained for as long as necessary for the execution of any applicable orders and warranties.
The data processing manager is the supplier. Access to personal data will be strictly limited to the employees of the processing manager who are authorized to process it because of their duties. The information collected may be provided to third parties related to the Company by contract for the performance of subcontracted tasks, without the consent of theBusiness Customer being required.
In the performance of their services, third parties onlyhave limited access to the data and have the obligation to use it in accordancewith the provisions of the applicable legislation on the protection of personaldata. Except as set out above, the Supplier shall not sell, rent, assign or give access to any third party to the data without the prior consent of the Business Customer, unless required to do so for a legitimate reason.
If the data is transferred outside the EU, the business customer will be informed and guarantees taken to secure the data(e.g. external provider’s membership in the “Privacy Shield”, adoption of standard protection clauses validated by the French Data ProtectionAuthority, adoption of a code of conduct, obtaining a certification from theFrench Data Protection Authority, etc.) will be specified.
In accordance with the applicable regulations, the BusinessCustomer has a right of access, rectification, deletion, and portability of their data, as well as the right to object to processing on legitimate grounds, rights they may exercise by contacting the processing manager at the following postal or email address: [email protected]
In the event of a complaint, the Business Customer may make a complaint to the provider’s Personal Data Protection Officer with the French Data Protection Authority.
ARTICLE 11 – Predictability
These Terms and Conditions of Sale expressly exclude the legal system of predictability provided for in article1195 of the Civil Code for all transactions in the sale of products from the Supplier to the Business Customer.
The Supplier and the Business Customer therefore relinquish the provisions of article 1195 of the Civil Code and the predictability plan provided for therein, committing itself to fulfilling its obligations even if the contractual balance is disrupted by circumstances that were unpredictable at the time of closing the sale, even if their execution would be prohibitively expensive and to bear all economic and financial consequences thereof.
ARTICLE 12 – Enforced execution in kind
In the event of a failure of either party to comply with its obligations, the party who is the victim of the failure shall have the right to request the forced performance in kind of the obligations arising out of this agreement. In accordance with the provisions of article 1221 of the Civil Code, the creditor of the obligation may continue this forced execution after a simple formal notice, addressed to the debtor of the obligation by registered letter with request for acknowledgement of receipt which has remained unsuccessful, unless it proves impossible or there is a clear disproportion between its cost to the debtor, in good faith, and its interest to the creditor.
By express derogation from the provisions of article 1222 of the Civil Code, in the event of a failure of either party to its obligations, the party who is the victim of the default shall not, by itself, have the obligation performed by a third party at the expense of the defaulting party.
The creditor of the obligation may, however, request in court that the defaulting party advance the sums necessary for such performance.
The failed Party may, in the event of failure to fulfilL any of the obligations of the other party, request termination of the agreement as defined in “ContractTermination ».
ARTICLE 13 – Non-performance clause
It is recalled that, pursuant to article 1219 of the Civil Code, each party may refuse to fulfilL its obligation, even though it is due, if the other party does not perform its obligation and if such a breach is serious enough, that is, that it could jeopardise the continuation of the contract or fundamentally disrupt its economic balance.
The performance suspension will take effect immediately, upon receipt by the breaching party of the notification of default to the breaching party indicating the intention to enforce the exception of non-performance until the breaching party has remedied the situation, served by registered letter with request for acknowledgement of receipt or on any other durable written medium to provide proof of sending.
This non-performance clause may also be used as a preventive measure, in accordance with the provisions of article 1220 of the Civil Code, if it is evident that one of the parties will not carry out its obligations by the due date and that the consequences of such non-performance are sufficiently serious for the party who is the victim of the default.
This option is used at the risk and peril of the party taking the initiative.
The suspension of performance shall take effect immediately upon receipt by the alleged breaching party of the notification of the intention to enforce the preventive non-performance exception until the alleged breaching party carries out the obligation for which a future failure is manifest, served by registered letter with request for acknowledgement of receipt or on any other durable written medium to provide proof of sending.
ARTICLE 14 – Force Majeure
The Parties shall not be liable if the non-performance or delay in the performance of any of their obligations, as described here in, results from a force majeure event within the meaning of article1218 of the Civil Code.
The party subject to the eventshall promptly inform the other party of its inability to perform and shalljustify it to the other party. The suspension of obligations shall not be a cause of liability for failure to perform the obligation in question, nor shall it induce the payment of damages or penalties for delay.
The performance of the obligation shall be suspended for the duration of force majeure if it is temporary and shall not exceed a period of THIRTY (30) days.
Therefore, as soon as the cause of the suspension of their reciprocal obligations has disappeared, the parties will make every effort to resume the normal performance of their contractual obligations as soon as possible.
To this end, the prevented party shall notify the other party of the resumption of its obligation by registered letter with request for acknowledgement of receipt or any extraordinary act.
If the impediment is permanent or exceeds SIXTY (60) days, this agreement shall be terminated exclusively and simply in accordance with the terms set out in the “Termination for Force Majeure”.
During this suspension, the parties agree that the costs incurred by the situation shall be divided by half.
ARTICLE 15 – Contract Termination
15.1 – Termination for failure to fulfil asufficiently serious obligation
Not with standing article 14.3 “Termination for breach of obligations of a party – termination clause” set out below, the party who is the victim of the default may, in the event of a sufficiently serious breach of any of the obligations of the other party, notify registered letter with request for acknowledgement of receipt to the failing party, the termination here of thirty (30) days after the sending of a notice of execution which has remained unsuccessful, pursuant to the provisions of article1224 of the Civil Code.
15.2 – Termination for force majeure
In the event of force majeure as stated in the article “Force majeure”, it is expressly agreed that the parties may legally terminate this contract, without summation or formality.
15.3 – Termination for failure of a Party to fulfil its obligations – termination clause
In the event of failure by either party to comply with the obligations set out in this contract, the latter maybe terminated at the discretion of the injured party.
It is expressly understood that this termination for breach of obligations by a Party shall take place legally THIRTY (30) days after the sending of a notice of execution, which has remained, in whole or in part, without effect, registered letter with request for acknowledgement of receipt. Such notice shall indicate the intention to apply this clause.
15.4– Provisions common to termination cases
It is expressly agreed between the parties that the debtor of an obligation to pay under this agreement shall be validly called into notice by the sole liability of the obligation, in accordance with the provisions of article 1344 of the Civil Code.
Services exchanged between the Parties from the conclusion of the contract and until its termination can only find their usefulness by the full performance of the contract, and will give rise to full restitution.
In any event, the injured party may seek damages in court.
ARTICLE 16 – Applicable law – Language
By express agreement between the parties, these Terms and Conditions of Sale and the transactions arising therefrom shall be governed by and subject to French law.
These Terms and Conditions of Sale are written inFrench.
In the event that they are translated into one or more foreign languages, only the French text would be authentic in the event of a dispute.
ARTICLE17 – Disputes
ALL DISPUTES ARISING FROM THE PURCHASE AND SALE OPERATIONS CONCLUDED PURSUANT TO THESE TERMS AND CONDITIONS OF SALE MAY GIVE RISE TO, AS REGARDS THEIR VALIDITY, INTERFERENCE, FULFILLMENT, RESOLUTION, THEIR CONSEQUENCES AND THEIR OUTCOMES, WHICH COULD NOT HAVE BEEN SETTLED AMICABLY BETWEEN THE SUPPLIER AND THE BUSINESS CUSTOMER, WILL BE SUBMITTED TO THE NICE COMMERCIAL COURT.
ARTICLE 18 – Pre-contractual information – Acceptance by the Business Customer
These terms and conditions of sale and the prices andlevels for the attached discounts and rebates are expressly approved andaccepted by the Business Customer, who declares and acknowledges having full knowledgeof them and waives, therefore, use of any conflicting documents and, inparticular, its own terms and conditions of purchase.
