These general terms of sale, possibly unmitigated by special conditions, apply, excluding all other conditions and in particular to any general terms of purchase of the buyer, to contractual relationships between:
LISSFACTOR SARL company
Whose headquarters is at 6, Clément Marot Street -75008 Paris
FRANCE, registered with Paris RCS under number B483 788 683 hereinafter referred to as the “seller” or “LISSFACTOR company”, on the one hand,
and any buyer of the products of the LISSFACTOR company,
hereinafter referred to as the “buyer” or the “customer”, on the other hand
These General Terms of Sale are intended to define the terms and conditions that govern the sale, by the LISSFACTOR company, seller, to every buyer, products (without exception, or reservation) it offers for sale (the “products”).
Accordingly, any order of a product is full and complete acceptance of the present general conditions of sale, the buyer acknowledges having read and acknowledges having accepted prior to his/her order.
The buyer declares that: Being authorized to place orders with the seller
- Formation of the contract
The buyer addresses to Lissfactor company a purchase order bearing mention of the acceptance of the present General Terms of Sale and the indication says, at least:
-details of the buyer (address, headquarters, the RCS B483 788 683 registration number, the name of the legal representative [if the purchaser is a legal entity]),
-references of the ordered products,
-the amount ordered,
-the unit price of the products.
-the intra-Community VAT number of the buyer (for sales in the European Union). Orders can be placed by any means, such as fax, mail or e-mail.
No orders can be taken into account if the buyer has not accepted the present General Terms of Sale.
The order irrevocably binds the buyer, who may not unilaterally withdraw once forwarded to Lissfactor.
The order cannot be taken into account until receipt of all information, or technical, commercial, financial, or administrative documentation, or other necessary information for the execution of the order.
- Order confirmations
The sales contract is not permanently formed, reagrding Lissfactor, until the date of the order confirmation that it addresses to the buyer, which marks the acceptance by the Lissfactor copmany of the order of the buyer.
The retail price of the listed products in Euros, are those in effect at the time of the confirmation of order.
The reported prices are excluding taxes and fees. All additional taxes, fees and benefits are the responsibility of the buyer who will apply the VAT rate in effect on the date of acceptance of the order.
Delivery is contractually carried out by the shipment of the products ordered. LISSFACTOR is committed to make every effort to deliver the order quickly, upon acceptance of the purchase order.
Deliveries are made according to availability and in the sequence of arrival of the orders.
Delays of deliveries or completion of possibly indicated orders are indicative only and are based on supply, manufacturing, and transport.
Any breaches of time limits cannot give rise to damages, deduction, allowance or cancellation of orders. The following are considered as extreme cases releasing the seller of its obligations: wars, riots, insurrection, fire, floods, and other natural events, strikes and other disputes, accidents, the impossibility to be supplied with goods, material or energy, and in general any event beyond the seller’s control and making it impossible or very difficult or economically unbalanced the completion by the seller of its obligations, without it being necessary that the said event is necessarily unpredictable, external, or insurmountable.
Delivery periods begin only from the moment where the buyer’s file is complete (see section 2.1 above. Orders) and that he/she has respected the terms of payment (in the case of necessity of paying all or part of the purchase order price).
The delivery is made to the address the buyer has provided when ordering.
He/She must provide all the necessary details for the proper delivery of the parcel.
The risks will be charged to the customer after the delivery, such as defined above.
- Quality or compliance issues
In the event a delivery of a product does not match the order (defective or non-conforming), the buyer must bring his/her claim to Lissfactor within a period of 72 hours of the signing of the delivery slip. Claims must be sent by registered letter with acknowledgement of receipt to the address indicated in the first paragraph of this agreement, and must include:
– the buyer’s details.
-the references of the defective or non-conforming product.
-the reasons for the claim. Failing to make the complaint within the time limit and with the prescribed forms, the customer will be deemed to have accepted without reservation the goods, and the file will be foreclosed for all appeals.
All product to be exchanged or refunded must be returned to LISSFACTOR in its original condition and packaging and include all of the products.
Transport litigation, (bills of lading) applicable deadlines must be adhered to by the buyer.
4 . Availability of products
In case of unavailability of the ordered product, LISSFACTOR will inform the customer as soon as possible and will not be held to an obligation of delivery.
- Reservation of ownership
LISSFACTOR retains full ownership of products sold until the complete collection of all of the costs in principal and fees.
The buyer undertakes not to disclose any of the information provided by the LISSFACTOR company regarding the product and its use, when selling or during training. Any disclosure, dissemination, reproduction or representation-even for free- of information or data supplied by the LISSFACTOR company is formally prohibited.
7 . Terms of payment
The payment of goods shall, in all circumstances, occurs at the headquarters of the seller, unless otherwise directed by the seller.
The products are payable on receipt of invoice and without discount, unless otherwise specified in the acknowledgement of order.
For sales abroad or in the DOM – TOM, the payment is made to order, unless otherwise agreed upon.
Accepted payment methods are cheques and bank transfers.
- Delay or default.
In the event of late payment, the seller may suspend all pending orders, without prejudice to any other course of action.
Any late payment may, failing regularization within 8 days of a formal notice addressed by registered letter with acknowledgement of receipt, result in the application of interest on arrears at the rate of one and a half (1.5 times) the legal rate of interest in force to the unpaid maturity. In addition, the need to begin a process of amicable or judicial recovery, will make payable as a penalty clause, a minimum compensation equal to 15% of any unpaid amounts. In any case, all fees and costs of collection (lawyers, bailiffs, etc.) will be the responsibility of the debtor.
At default of payment, 48 hours after a formal notice has remained unsuccessful, the sale will be terminated as of right, if agreed to by the to the seller, who can ask for in interim, the return of the goods at the buyer’s expense, without prejudice to any other damage and interests.
The termination will apply to not only the order in question unsettled by the debtor in bonuses, but also any previously unpaid orders, whether they are delivered or not, and that their payment is expired or not.
Any payments cannot be suspended or be the subject of any compensation without the written prior agreement of the seller.
Any partial payment will be charged on the oldest invoices first.
Lissfactor will not be held responsible for any, material, immaterial, physical damage, or damage of any other nature caused by an improper use or handling of the product, or disregard of the instructions provided during the training. In addition, liability cannot be questioned for simple errors or omissions in the presentation of its products or in the training of the buyer. In any case, the obligation of reparation by Lissfactor will be strictly limited to the replacement of the indicated products. The buyer acknowledges expressly to the seller the right to come to his/her premises or appoint a third party to come to the said premises for the removal of the unpaid goods.
The buyer shall immediately inform the seller in the event of a possible opening of collective proceedings of any kind.
- Resolution of the contract.
In case of non-respect by the buyer to any of his/her contractual obligations, the seller may in its own right, if it agrees, break the contract, eight days after an unsuccessful notice.
- Applicable law and competent courts.
Sales of goods made by Lissfactor are subject to French law, without reference to the rules of conflict of laws and the conventions on the international sale of goods. Any dispute of any kind arising hereunder, and including training, validity, execution, or the end of a sales contract-even in the case of international sale delivered outside metropolitan France-the commercial court of Paris will have exclusive jurisdiction for the case, even in case of plurality of defendants or introduction of third parties.