GENERAL SALES CONDITIONS B TO B
These general terms and conditions of sale (hereafter "GSC") apply to any purchase made by a professional (hereafter the "CUSTOMER") on the website http://lunettes-factory.com (hereinafter the "WEBSITE") from ZUPA.SASU, registered with the Montreuil Trade and Companies Register under the number 83892150000016, having its registered office at 20 rue Voltaire 93100 Montreuil, France, phone:01 55 86 95 57, email:firstname.lastname@example.org (hereinafter the "SELLER").
Any order placed on the WEBSITE necessarily implies unreserved acceptance of these GSC and waiver of the CLIENT's possible general terms and conditions of purchase.
The terms mentioned below have the following meanings in these GSC :
- "CUSTOMER": refers to the SELLER's contractor, who guarantees to be a professional as defined by French law and jurisprudence. In this respect, it is expressly provided that the CUSTOMER acts within the framework of his usual or commercial activity.
- "DELIVERY": means the first presentation of the PRODUCTS ordered by the CUSTOMER at the delivery adress indicated at the time of the order.
- "PRODUCTS": refers to all products offered for sale by the SELLER and available on the WEBSITE.
- "TERRITORY": refers to Metropolitan France and Corsica, Europe including Switzerland and the rest of the world.
- "USER": means any person who accesses and navigates on the SITE.
These GSC govern the sale by the SELLER to his CUSTOMERS of the PRODUCTS available on the WEBSITE.
The CUSTOMER is clearly informed and ackowledges that these GSC govern any order placed on the WEBSITE by a CUSTOMER with a view of purchasing a PRODUCT.
3. ACCEPTANCE OF THE GENERAL CONDITIONS
Except in the absence of a written framework contract between the SELLER and the CUSTOMER, these GSC and those that may have been granted or negotiated are only valid for a specific sale. Their possible repetition from one sale to another sale shall under no circumstances have the effect of creating an acquired right for the benefit of the CUSTOMER or any framework contract between the SELLER and the CUSTOMER.
The CUSTOMER undertakes to read the Terms and Conditions of Sale with each new order, the latest version of the said Terms and Conditions of Sale applying to any new order for PRODUCTS. These GSC are referenced at the bottom of each page of the SITE by means of a link and must be consulted and accepted before placing the order. the CUSTOMER is invited to read carefully, download and print the GSC and to keep a copy of them.
The CUSTOMER undertakes to read the Terms and Conditions of Sale with each new order, the latest version of the said Terms and Conditions of Sale applying to any new order for PRODUCTS .
By clicking on the first button to place the order and then on the second to confirm the said order, the CUSTOMER acknowledges having read, understood and accepted the GSC without limitation or condition.
4. CONTRACTUAL DOCUMENTS
These GTC consist of the following contractual documents :
- This document ;
- The Appendices.
It is understood that these contractual documents are mutually explanatory. However, in the event of any contradiction or discrepancy between the terms of these contractual documents, they shall prevail in the order in which they are listed above, with the document of the higher rank taking precendence over the document of the lower rank.
5. CUSTOMER INFORMATION
The CUSTOMER will be invited to provide information enabling him/her to be identified by completing the form available on the WEBSITE. The sign (*) indicates the mandatory fields that must be filled in for the CUSTOMER's order to be processed by the SELLER.
The information that the CUSTOMER provides to the SELLER when placing an order must be complete, accurate and up to date. The SELLER reserves the right to ask the CUSTOMER to confirm, by any appropriate means, his/her identity, eligibility and the information provided.
6.1. PRODUCTS characteristics
The SELLER undertakes to present the essential characteristics of the PRODUCTS on the WEBSITE and the obligatory information under applicable law.
Consequently, the CUSTOMER agrees to read them carefully before placing an order on the WEBSITE.
After having familiarised himself with it, the CUSTOMER, under his sole responsability and according to his own needs, makes his choice on the PRODUCT(S) that are the subject of his order. The SELLER may not be held liable in any way in this respect.
The PRODUCTS availability is displayed on the WEBSITE. Unless expressly indicated on the WEBSITE, all PRODUCTS sold by the SELLER are new and comply with current European legislation and the standards applicable in France.
6.2. Ordering procedure
Orders for PRODUCTS are placed directly on the WEBSITE. To place an order, the CUSTOMER must follow the steps described below.
6.2.1 Selection of PRODUCTS and purchase options
The CUSTOMER shall select the PRODUCT(S) of his choice by clicking on the PRODUCT(S) concerned and choosing the desired quantity or, where applicable, the characteristics of the desired PRODUCT. Once the PRODUCT has been selected, the PRODUCT is placed in the CUSTOMER's cart. The CUSTOMER can add as many PRODUCTS to his cart as he wishes.
Once the PRODUCTS have been placed in his cart, the CUSTOMER must click on the cart and check that the contents of his order are correct. Then the CUSTOMER will be asked to identify himself or to register.
Once the CUSTOMER has validated the contents of the cart and has identified/registered, an online form will be displayed to the CUSTOMER's attention, automatically completed and summarising the price, applicable taxes and delivery costs, where applicable.
The CUSTOMER is invited to check the content of his order (including the quantity and the references of the PRODUCTS ordered, the billing adress, the means of payment and the price) before validating its content.
After verification, the CUSTOMER may then proceed with the secure payment of the PRODUCTS by following the instructions on the WEBSITE and providing all the necessary information for invoicing and PRODUCTS DELIVERY. For PRODUCTS for which options are available, these specific references appear when the correct options have been selected. The placed orders must include all the necessary information for their processing.
The order will be definitively validated once the price of the ordered PRODUCTS has been paid in full, in principal and accessories, it being specified that the sale concluded between the SELLER and the CUSTOMER shall however be subject to the resolutory condition that the PRODUCT oredered is available.
The order will be canceled if it turns out that the CUSTOMER has not paid in full or partially for other previous orders placed on the SITE.
6.2.3. Acknowledgement of receipt
Once all the steps described above have been completed, a page will appear on the WEBSITE to acknowledge receipt of the CUSTOMER's order. A copy of the acknowledgement of receipt of the order is automatically sent to the CUSTOMER by e-mail, only if the provided e-mail adress on the registration form is correct.
The SELLER shall not send any order confirmation by post or fax.
During the order procedure, the CUSTOMER must enter the information necessary for invoicing (the sign (*) will indicate the mandatory fields that must be filled in for the CUSTOMER's order to be processed by the SELLER).
In particular, the CUSTOMER must clearly indicate all information relating to the DELIVERY, in particular the exact adress of DELIVERY, as well as any possible access code to the DELIVERY adress.
The CUSTOMER must also specify the chosen method of payment..
Neither the order form that the CUSTOMER has online, nor the acknowledgment of receipt of the order that the SELLER sends to the CUSTOMER by e-mail does not constitute an invoice. Regardless of the method of order or paymentused, the CUSTOMER will receive the original invoice upon DELIVERY of the PRODUCTS, inside the package.
6.3. Date of the order
The date of the order is the date on which the SELLER acknowledges receipt of the order online. The deadlines indicated on the SITE only start to run from that date.
For all the PRODUCTS, the CUSTOMER will fnd on the WEBSITE prices displayed in euro, all taxes included, as well as the applicable delivery charges.
In particular, prices include value added tax (VAT) at the rate applicable on the date of the order (for France only). Any change in the applicable rate may affect the price of the PRODUCTS from the date of entry into force of the new rate.
The applicable VAT rate is expressed as a percentage of the value of the PRODUCT sold.
The prices of the SELLER's suppliers are subject to change. Consequently, the prices indicated on the WEBSITE may change. They can also be modified in case of special offers or sales.
The prices indicated are valid, except in the case of gross error. The applicable price is that indicated on the WEBSITE on the date the order is placed by the CUSTOMER.
In the event of default or late payment, the SELLER shall apply late payment penalties calculated as follows :
Penalties for late payment = (Invoice amount including VAT * LEGAL RATE APPLICABLE FOR THE SEMEDTER) * (number of days late in the semester / 365)
The APPLICABLE LEGAL RATE means the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 perentage points.
Late payment penalties are due on the day following the payment date shown on the invoice without the need of a reminder. Any CUSTOMER in a situation of late payment is automatically liable to the creditor for lump-sum compensation for collection costs for an amount of 40 euro. When the recovery costs incurred are greater than the amount of this fixed compensation, the SELLER may request additional compensation, upon justification.
6.5. Availability of PRODUCTS
The unavailability of a PRODUCT is in principle indicated on the page of the PRODUCT concerned. CUSTOMERS may also be informed of the restocking of a PRODUCT by the SELLER.
In any event, if the unavailability has not been indicated at the time of the order, the SELLER undertakes to inform the CUSTOMER without delay if the PRODUCT is unavailable.
the SELLER may, at the request of the CUSTOMER :
- Either offer to ship all PRODUCTS at the same time as soon as out of the stock PRODUCTS are available again,
- Or proceed with a partial shipment of the available PRODUCTS in the first instance, then ship the rest of the order when the other PRODUCTS are available,
- Or offer an alternative PRODUCT of equivalent quality and price, accepted by the CUSTOMER.
If the CUSTOMER decides to cancel his order of unavailable PRODUCTS, he will obtain reinbursement of all sums paid for the PRODUCTS that are unavailable within thirty (30) days of payment at the latest.
The terms and conditions of delivery are set out in Appendix 1.
8.1. Means of payment
The CUSTOMER may pay for his PRODUCTS on line on the WEBSITE according to the means proposed by the SELLER.
The CUSTOMER guarantees the SELLER that it holds all the authorisation required to use the chosen means of payment.
It is therefore specified that all payment information provided on the SITE is transmitted to the bank of the SITE and is not processed on the SITE.
8.2. Payment period
The CUSTOMER pays the order in advance.
8.3. Date of payment
In the event of a single payment by credit card, the CUSTOMER's account will be debited as soon as the order for PRODUCTS is placed on the WEBSITE.
If the CUSTOMER decides to cancel his order for unavailable PRODUCTS, the refund will be made in accordance with the last paragraph of Article 5.5 of these General Terms and Conditions.
8.4. Refusal of payment
If the bank refuses to debit a card or other means of payment, the CUSTOMER must contact the SELLER's Customer Service Department in order to pay by any other valid means of payment.
In the event that, for any reason whatsoever, opposition, refusal or otherwise, the transmission of the flow of money owed by the CUSTOMER proves impossible, the order will be cancelled and the sale automatically terminated.
9. TRANSFER OF OWNERSHIP
The SELLER retains ownership of the PRODUCTS until full payment of the price, in principal, interest and accessories, even if a payment term is gra,nted.
Any clause to the contrary, in particular inserted in the CUSTOMER's general terms and conditions of purchase, is deemed to be unwritten.
As such, if the CUSTOMER is subject to receivership or judicial liquidation, the SELLER reserves the right to claim, within the framework of collective proceedings, the PRODUCTS sold and remaining unpaid.
from the date of DELIVERY, the CUSTOMER is constituted depositary and custodian of the said PRODUCTS.
In the event of non-payment and unless the SELLER prefers to request full and complexe excution of the sale, the SELLER reserves the right to consider the sale as cancelled due to a fault, after 15 days of unsuccesfull formal notice, and to reclaim the goods delivered, the return costs remaining payable by the CUSTOMER and the payments made being acquired by the SELLER as a penalty clause.
10. TRANSFER OF RISK
Unless otherwise specifically agreed between the parties, the transfer to the CUSTOMER of the risk of theft, loss, deterioration or destruction takes place at the time of delivery or in the event of handover to a carrier when the goods are handed over to the first carrier.
The SELLER is bound by the guarantee on account of the hidden defects of the PRODUCT sold which render it unfit for the use for which it is intended.
This guarantee allows the CUSTOMER who can prove the existence of a hidden defect to request the replacement of the defective part.
In the event that a replacement or repair is not possible, the SELLER undertakes to offer an equivalent product, such as another colour of the same PRODUCT.
The action resulting from hidden defects must be brought by the CUSTOMER within two (2) years from the date of the SELLER's invoice.
Unless otherwise provided for by public policy, the SELLER shall not be liable for the occurence of any damage of any nature whatsoever resulting directly or indirectly from the use or inability to use the PRODUCTS and in particular :
- the SELLER shall not be liable for the occurence of any special, indirect or incidental damage such as, in particular loss of production, loss of profits and this even if the CUSTOMER has been warned of the possibility of the occurence of such damage or loss ;
- the SELLER shall not be liable in the event of loss or destruction of any goods, damage or expenses arising directly or indirectly from the CUSTOMER's use, misuse or inability to use the PRODUCT, either independently or in combinaton with another product ;
- the SELLER shall not be liable in the event of commercial loss of any nature whatsoever ;
- the SELLER shall under no circumstances be obliged to provide replacement equipment.
Under no circumstances shall the contractual liability of the SELLER, as it may be incurred in application of these GTSC, shall not exceed the amount of the sums paid or remaining to be paid by the CUSTOMER for the purchase of the PRODUCT in question.
The SELLER does not control the websites that are directly or indirectly linked to the WEBSITE. Consequently, it excludes any liability in respect of the information published therein. Links to third party websites are provided for information purposes only and no guarantee is given for their content.
13. CASE OF FORCE MAJEURE
The responsability of the SELLER may not be implemented if the non-execution or delay in the executionof one of its obligations described inthese GSC results from a case of force majeure. By force majeure is meant any foreign cause, foreseeable or not, of an irresistible nature or whose effects would substantially modify the economic balance of the sale for the SELLER.
The events of strike, lockout, fire, flood,riot, war, shortage of fuel, energy, transport, materials, products necessary for the SELLER's production, etc .., are held to be a case of force majeure, even if they are only partial and regardless of the cause.
14. PERSONAL DATA
The SELLER collects on the WEBSITE personal data concerning its CUSTOMERS, including by means of cookies. The CUSTOMERS may disable cookies by following the instructions provided by their browser.
The data collected by the SELLER is used to process orders placed on the WEBSITE and to manage the CUSTOMER's account, analyze the orders and, if the CUSTOMER has chosen this option, send him/her commercial prospecting letters, newsletters and promotional offers and/or information on special sales, unless the CUSTOMER no longer wishes to receive such communication from the SELLER.
The CUSTOMER's data is kept confidential by the SELLER in accordance with its declaration to the CNIL, for the purposes of the contract, its execution and in compliance with the law.
CUSTOMERS may unsubscribe at any time by accessing their account or by clicking on the hypertext link provided for this purpose at the bottom of each offer received by e-mail.
The data may be communicated, in whole or in a part, to the SELLER's service providers involved in the order process. For commercial purposes, the SELLER may transfer to its commercial partners the names and the contact details of its CUSTOMERS, provided that the latter have given their prior agreement when registering on the WEBSITE.
The SELLER will specifically ask CUSTOMERS if they wish their personal data to be disclosed. The CUSTOMERS may change their mind at any time by contacting the SELLER. The SELLER may also ask its CUSTOMERS if they wish to receive commercial solicitations from its partners.
In accordance with law n°78-17 of January 6 1978 relating to data processing, data files and liberties, the CUSTOMER benefits from a right of access, rectification, opposition (for legitimate reasons) and deletion of his personal data. He may exercise this right by sending an e-mail to the following adress : email@example.com or by sending a letter to 20 Rue Voltaire 93100 Montreuil.
It is specified that the CUSTOMER must be able to provide his identity, either by scanning an identity document or by sending the SELLER a photocopy of his identity document.
15. INTELLECTUAL PROPERTY
All visual and sound elements of the SITE, including the underlying technology used, are protected by copyright, trademark and/or patent law.
These elements are exclusive property of the SELLER. Any person who publishes a website and wishes to create a direct hypertext link to the SITE must request authorisation from the SELLER in written form.
This authorisation from the SELLER will in no case be granted definitively. This link must be removed at the request of the SELLER. Hypertext links to the SITE using techniques such as framing or in-line linking are strictly prohibited.
16. VALIDITY OF GENERAL TERMS AND CONDITIONS
Any change in the legislation in force, or any decision of a competent court invalidating one or more clauses of these GTC shall not affect the validity of these GTC. Such a modification or decision in no way authorises the CUSTOMERS to disregard these GSC.
Any conditions not expressly dealt with herein shall be governed in accordance with the custom of the retail sector, for companies whose registered office is located in France.
17. MODIFICATION OF THE GENERAL CONDITIONS
These GSC apply to all purchases made online on the SITE, as long as the SITE is available online.
These GSC are dated accurately and may be modified and updated by the SELLER at any time. It is however specified that the applicable GTC are those in force at the time of the order. Thus, the modifications made to GSC will not apply to PRODUCTS already purchased.
18. ATTRIBUTION OF COMPETENCE AND APPLICABLE LAW
The competent commercial court within the jurisdiction of which the SELLER's registered office is located shall be competent to hear any dispute concerning the application of these GSC as well as their interpretation, execution and subsequent sales contracts entered into by the SELLER, or concerning the payment of the price, even in the event of multiple debtors, call in guarantee or referral.
However, the SELLER reserves the right to summon the CUSTOMER before the commercial court in whose jurisdiction the customer is domiciled.
These GSC and the relations between the CUSTOMER and the SELLER are governed by French law.
However, prior to any recourse to an arbitral or state judge, preference will be given to negotiation in a spirit of loyalty and good faith with a view to reaching an amicable agreement in the event of any dispute relating to these GTC, including those concerning its validity.
The Part wishing to implement the negotiation process shall inform the other part by registered letter with acknowledgment of receipt, indicating the elements of the conflict. If at the end of a period of fifteen (15) days, the PARTS are unable to reach an agreement, the dispute shall be submitted to the competent court designated below.
Throughout the negotiation process and until its outcome, the PARTS shall refrain from taking any legal action against each other and for the conflict which id the subject of the negotiation. By way of exception, the PARTS shall be entitled to apply to the court for interim relief or to seek an order on application. Any action before the court for interim measures or the implementation of a procedure on request shall not entail any waiver of the amicable settlement clause by the parties, unless expressly agreed otherwise.
APPENDIX - DELIVERY POLICY
The PRODUCTS displayed can be delivered on the TERRITORY. It is impossible to place an order for any delivery adress outside the TERRITORY. The PRODUCTS are sent to the delivery address(es) that the CUSTOMER will have indicated during the order process.
The deadlines for preparing an order and then drawing up the invoice, before dispatching of the in stock PRODUCTS, are mentioned on the WEBSITE. These deadlines do not include weekends or public holidays.
An e-mail message will be automatically sent to the CUSTOMER when the PRODUCTS are dispatched, provided that the e-mail adress on the registration form is correct.
Delivery time & Costs
During the order process, the SELLER shall indicate to the CUSTOMER the possible delivery time and shipping formulas for the PRODUCTS purchased. The shipping costs are calculated according to the mode of delivery. The amount of these costs will be due by the CUSTOMER in addition to the price of the PRODUCTS purchased. Delivery times and costs are detailed on the SITE.
Terms of DELIVERY
The parcel(s) will be given to the CUSTOMER against signature and on presentation of proof of identity. In the event of absence of the CUSTOMER, a notice of passage will be left to the CUSTOMER to enable him to collect his parcel from the post office.
The DELIVERY TIME indicated at the time of the order is given only as an indication and is in no way guaranteed.
Consequently, any delay in making the products available may not give rise to the CUSTOMER to :
- the allocation of damages ;
- the allocation of penalties ;
- cancellation of the order.
It is the customer's responsability to check the PRODUCTS delivered as soon as they are DELIVERED.
In the event of missing or damaged products or apparent non-conformity, the CUSTOMER must make all the necessary notes on the delivery note on receipt of the said PRODUCTS.
Failing this, the CUSTOMER is deemed to have accepted the products without reservations.
The CUSTOMER must provide any justification as to the reality of the defects observed, the SELLER reserving the right to proceed, directly or indirectly, to any on-site observation or verification. The return of non-conforming PRODUCTS is subject to prior acceptance by the SELLER. Failing this, the CUSTOMER is deemed to have accepted the PRODUCTS without reservations.
In the event of non-payment in full of an invoice that has fallen due, the SELLER reserves the right to suspend any current and/or future DELIVERY after formal notice has been given and remains without effect within 48 hours.