Terms of sale - Instruments & Products
1 - Definitions
In these Conditions :
“Buyer” means the person, firm, company or authority to which Goods are supplied subject to these Conditions.
“Company” means SBJ INTERNATIONAL (S.B.J INTERNATIONAL CENTRE ACMODERMIQUE) registered by "Greffe du Tribunal de Commerce de PARIS" under SIRET 33266469700015.
“Conditions” means these terms and conditions.
“Contract” means a contract between the Company and the Buyer for the sale and purchase of Goods in accordance with these Conditions.
“Goods” means goods supplied by the Company to the Buyer on the basis of these Conditions.
“Price List” means the standard price list for the Goods issued by the Company from time to time as amended from time to time.
“Specification” means any specification modifying the Company’s goods to which the Company expressly agrees in writing.
Company is editor of products and services marketed through the internet website https://www.acmos-sbj.com.
2 - Basis of Contract
2.1 These Conditions shall apply to and be incorporated into all contracts for the sale of goods by the Company to the Buyer, except to the extent there is another signed written agreement between the parties whose terms are clearly expressed to prevail over the terms set out herein. All other terms and conditions are excluded, including any terms and conditions which the Buyer may purport to apply under any purchase order or similar document or which could be implied by trade custom, practice or course of dealing.
2.2 An order for Goods constitutes an offer by the Buyer to purchase Goods pursuant to these Conditions to the exclusion of all other terms and conditions and shall be subject to acceptance by the Company. An order shall only be accepted by the Company when the Company accepts the offer set out in the order by dispatching the Goods to the Buyer, at which point the Contract shall come into existence.
2.3 Any variation to these Conditions (including any special terms agreed between the parties) shall be inapplicable unless agreed in writing signed by the Company. Subject to Clause 4.1, no particulars, statements or descriptions, whether contained in any advertising matter, catalogues, brochures, price lists or otherwise provided by the Company concerning the Goods, nor any oral representations by any employee, agent or representative of the Company shall form part of the Contract or these Conditions or be treated as a representation on the part of the Company. Where the Company issues a quotation for goods or issues a price list for goods it shall not constitute an offer.
3 - Prices :
Prices, unless specified separately, will be those quoted in the Price List in force at the date the relevant Goods are dispatched and are subject to variation by the Company without notice prior to the dispatch of the relevant Goods. Additional delivery charges may be applicable for certain Goods or quantities of Goods as shown in the Price List or otherwise communicated by the Company. All prices are exclusive of value added tax (VAT). The Buyer shall, on receipt of a valid VAT invoice from the Company, pay to the Company such additional amounts in respect of VAT as are chargeable on the supply of the Goods.
4 - Cancellation :
3.1 The Contract may not be cancelled by the Buyer except with the written consent of the Company.
3.2 The Company, at its option, may cancel the Contract without liability by serving written notice to the Buyer in the event that it becomes illegal under the laws of any applicable jurisdiction for the Company to supply the Goods to the Buyer.
5 - Goods :
5.1 The Goods are described in the Company’s applicable published materials, as modified by any applicable Specification.
5.2 Where Goods are produced to a Specification requested by the Buyer, the Buyer shall indemnify the Company against all liabilities, costs, expenses, damages and losses suffered or incurred by the Company in connection with any claim made against the Company for infringement of a third party’s intellectual property rights arising out of or in connection with the Company’s use of the Specification.
5.3 The Company reserves the right to alter or vary Goods (including any Specification) if required by any applicable statutory or regulatory requirements.
6 Payment :
Payment is due immediately when the order is placed, including pre-ordered products and security deposits for Acmos seminar registration. Buyer can pay with majors credit card (VISA, American Express) or by Paypal. The secure online payment by credit card is carried out by our payment provider. Personal and financial informations transmitted are encrypted in the rules of art and can not be read in transit on the network. Once payment is made by the Buyer, the transaction is debited immediately after checking the information. In accordance with Article L. 132-2 of Monetary and Financial Code, commitment to pay given by credit card is irrevocable.
By providing encrpyted financial details for the sale, the Buyer authorizes the Seller to charge the card for the amount relating to the stated price. The Buyer confirms that he is the legal owner of the credit, debit or payment card and is legally entitled to use it.
In case of error or impossibility to charge the card, the sale is immediately canceled and the order automatically deleted.
6.1 Title retention clause : The products remain the property of the Company until full payment.
7 - Terms of Dispatch and Delivery :
7.1 Goods will be delivered CPT (as defined by Incoterms 2010) to the national or international address in available countries (ie. in countries where delivery is possible) as notified to the Company on the purchase order or as notified to the Company by the Buyer when the Buyer places the order and confirmed by the Company.
For deliveries outside France and most European countries - the final price of which is indicated excluding tax (excl. VAT) - please note that customs fees and taxes may apply depending on the legislation of the country.
7.2 Times or dates quoted by the Company for delivery of Goods are intended as estimates only and time shall not be of the essence. The Company shall not be liable in any way for any direct or indirect loss, damage or expense (including loss of profits and liability to third parties) suffered or incurred by the Buyer as a consequence of any delay in delivery.
7.3 The Company reserves the right to deliver Goods by instalments in any sequence and to tender a separate invoice in respect of each instalment. Where Goods are delivered by instalments, the original Contract shall become severable and each instalment shall be deemed to be the subject of a separate Contract. No default or failure by the Company in respect of one or more instalments shall entitle the Buyer to treat the Contract in respect of another instalment as repudiated or to claim damages under it.
8 - Acceptance :
8.1 On receipt of the Goods the Buyer shall immediately inspect and examine the Goods, and within ten (10) days of delivery shall give written notice to the Company of any alleged shortage or alleged defect. The Buyer shall be deemed to have accepted the Goods if no such written notice is served on the Company within ten (10) days of the date of delivery. After acceptance the Buyer shall not be entitled to reject any Goods which are not in accordance with the Contract.
8.2 The Buyer shall permit the Company to inspect any Goods alleged to be defective or damaged or any cases or packing in any consignment where shortage is alleged to have occurred and, if so requested by the Company, the Buyer shall return the same to the Company.
8.3 If the Buyer fails to comply in any respect with Clause 8.1 or 8.2, the Goods shall be conclusively presumed to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of the Goods and the Buyer shall be deemed to have accepted the Goods. If the Buyer, having complied with Clause 8.1 or 8.2, establishes to the Company’s reasonable satisfaction that the Goods are not in accordance with the Contract or are defective, the Buyer’s sole remedy in respect thereof shall be limited to the Company, as it may elect, making good any shortage, replacing such Goods or refunding all, or part of, the Contract price against return of the Goods. Any returns of Goods must be made in accordance with Clause 9. This Clause 8 shall apply to any repaired or replacement Goods supplied by the Company.
8.4 Except as provided in this Clause 8, the Company shall have no liability to the Buyer in respect of the failure of any Goods to comply with the Contract. The Company does not give any representations, warranties or undertakings in relation to Goods other than those set out in these Conditions, and any representation, warranty or condition that might be implied or incorporated into a Contract (including the terms implied by sections 13 to 15 of the Sale of Goods Act 1979) is excluded from each Contract to the fullest extent permitted by law.
9 - Disponibilty & presentation:
Orders will be processed within the limits of our available stocks and subject to availability from our suppliers. In case of unavailability of an article for a period exceeding seven (7) business days, you will be immediately notified of a predictable delivery times and order of this article may be canceled on request. The customer can then request a credit for the amount of the item or refund. The refun can be made by crediting your payment, debit or credit card, via a Paypal acount or with a purchase voucher.
10. Return of Goods to the Company :
Pursuant to Article L. 121-20 of the Consumer Code, "the consumer has a period of fourteen days to exercise his right of withdrawal without any reasons or pay penalties, except, where applicable, the cost of return. "The period mentioned in the preceding paragraph shall run from the receipt of the goods or acceptance of the offer for services."The right of withdrawal may be exercised by contacting the Company as follows :
By registered letter at :
SBJ INTERNATIONAL
11, rue La Fayette
75009 PARIS
FRANCE
or by email at : contact@acmos-sbj.com
In both cases, the following information must be mentioned:
- "Order cancellation - right of withdrawal".
- Order number.
- Products concerned
We inform our customers that pursuant to Article L. 121-20-2 of the Consumer Code, the right of withdrawal may not be exercised for security deposits for seminars or for customized products such as AcmoGramtm or AcmoSmogtm Personalized ElectroSmog Patchtm or where "Customized Acmos Products" is indicated.
In case of exercising the right of withdrawal within the aforementioned period, only the price of purchased goods and shipping costs will be refund, the return shipping costs are the responsibility of the customer.
Goods must be securely packed in their original shipping cartons and sent in their original condition and complete ( packaging, accessories , manuals)
Refund procedure : the refund will be made upon receipt of the returned products, by credit card ( the payment method used in the original transaction ) , Paypal or voucher that you can use on the Acmos Shop.
11 - Commercial claims and Warranty :
According to law, Seller assumes two guarantees: guarantee of conformity and product Warranty for hidden defects. Seller will reimburse the buyer or exchange the apparently defective or not corresponding products. The refund request must be made as follows:
By registered letter at :
SBJ INTERNATIONAL
11, rue La Fayette
75009 PARIS
FRANCE
or by email at : contact@acmos-sbj.com
In both cases, the following information must be mentioned:
- "Order cancellation - defective or nonconforming product".
- Order number.
- Products concerned
The Seller remind the buyer that :
- he has a period of 2 years from date of delivery to ask for a refund or product exchange,
- he may choose between replacement and repair of the defective or nonconforming product,
- he can also claim the warranty against hidden defects of the sold good according Article 1641 of the Civil Code and, in this case, he can choose between the cancellation of the sale or reduction of the sales price ( provisions of Articles 1644 of the Civil Code).
12 - Force majeure :
12.1 If the Company is prevented from or delayed in delivering any Goods by an event of Force Majeure (as defined in Clause 12.2), the Company shall be entitled to cancel or suspend deliveries of such Goods without prejudice to its rights to payment for any Goods already delivered. The Company shall not be liable for any loss or damage arising directly or indirectly through or in consequence of such Force Majeure.
12.2 “Force Majeure” means any event or circumstance not within the reasonable control of the Company, including, without limitation to the generality of the foregoing, industrial action, war, governmental action or regulation, act of God, riots or non-availability of stocks or materials. Either party may terminate a Contract if an event of Force Majeure continues for a period of six (6) months.
13 - Entire Agreement :
13.1 Without prejudice to the generality of Clause 2, each Contract constitutes the whole agreement between the parties relating to the subject matter of that Contract and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
13.2 By making an offer in accordance with Clause 2.2, the Buyer acknowledges that it has not been induced to enter into a Contract by any representation or warranty other than those contained in these Conditions, and agrees that it shall have no remedy in respect of any other such representation or warranty except in the case of fraud.
14 - Intellectual Property and Data Protection :
See also Terms Of Use
14.1 Trademarks, domain names, products, software, images, videos, texts or generally any object of intellectual property rights information are and remain the exclusive property of the seller.
14.2 Unless otherwise agreed in writing, all Goods may be sold or re-sold by Buyer only in the packages and packaging in which the Goods were supplied by the Company and in no case may any trade mark other than the trade mark carried by the Goods (ie ACMOS) at the time of delivery be marked on or applied in relation to the Goods by the Buyer.
14.3 The Company collects, uses and discloses personal data for purposes connected with the Contract, e.g. order handling, payments, etc. Data may NOT be collected from individuals or from other (e.g. published) sources. Laws and practices relating to the protection of personal data may differ, and such laws may not offer the same level of protectionoutside the European Economic Area. By transacting with the Company, Buyer confirms and agrees, in its own right and on behalf of all of its employees (whom the Buyer shall duly inform), that this use, disclosure and transfer of personal data is permitted. Such persons have the right to access personal data that the Company holds and to update or amend any personal data. For further information, please contact the Company.
15 - Applicable Law :
All clauses in these general conditions of sale, and all purchases and sales are subject to French law.
16 - Trade Compliance
16.1 The Company and the Buyer agree to comply fully with all applicable laws, including but not limited to export control laws, governing trans-border sales, re-sales, shipments and transfers of Goods. The Company’s obligation to supply Goods is contingent upon receiving any required governmental authorisations.
16.2 If a licence or consent of any government or other authority is required for the acquisition or use of the Goods, the Buyer shall obtain the licence and consent at its
own expense and if requested produce evidence of it to the Company on demand. Failure to obtain any licence or consent does not entitle the Buyer to withhold or delay
any payment of the price of Goods. Any additional expenses or charges incurred by the Company resulting from such failure shall be paid by the Buyer.
17 - Relationship of the parties
17.1 Nothing in these Conditions shall constitute or be deemed to constitute a partnership between the parties, nor, except as expressly provided, shall it constitute or be deemed to constitute any party the agent of any other party for any purpose.
17.2 Subject to any express provisions to the contrary in these Conditions, the Buyer shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, or assume any obligation, whether express or implied, of any kind on behalf of the Company or bind the Company in any way.
17.3 Except as expressly provided for in the relevant Contract, nothing in these Conditions shall be construed as the Company granting the Buyer agency or distribution rights in respect of the sale or distribution of the Goods. For the avoidance of doubt, any sale of Goods as between the Buyer and a third party shall be effected by the Buyer as principal and not as agent or distributor of the Company and the Buyer shall not hold itself out as being an agent or distributor of the Company.
18 - Assignment :
18.1 The Buyer may not assign, sub-contract or in any way dispose of its rights and obligations under a Contract without the prior written consent of the Company.
18.2 The Company may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under a Contract.
19 - Limitation of Liability
19.1 Nothing in a Contract or these Conditions shall restrict or exclude the Company’s liability: (a) under Part 1 of the Consumer Protection Act 1987; (b) in respect of fraudulent misrepresentation; (c) for death or personal injury caused by negligence; (d) arising under Section 12 of the Sale of Goods Act 1979 or Section 2 of the Supply of Goods and Services Act 1982; or (e) any other liability of the Company which may not be lawfully excluded or limited.
19.2 Subject to Clause 19.1, the Company shall not be liable to the Buyer for any: (a) loss of profit, business, revenue, anticipated savings or goodwill, in each case whether direct or indirect; or (b) any type of special, indirect or consequential loss or damage (including business interruption).
19.3 Subject to Clause 19.1, the Company’s total liability arising under or in connection with a Contract, or its contemplated performance, shall be limited to the Contract price.
Last Update 22/06/2016 Paris / France
