GENERAL CONDITIONS OF SALE BETWEEN PROFESSIONALS
These general conditions of sale constitute, in accordance with article L 441-6 of the Commercial Code, the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which the company SAS OXYGEN WATER ("The Supplier") provides professional Buyers ("The Buyers or the Buyer") who request them with OXYGEN WATER® products ("The Products "). They apply, without restriction or reservation, to all sales concluded by the Supplier with Purchasers of the same category, regardless of the clauses that may appear on the Purchaser's documents, and in particular its general conditions of purchase. The Buyer certifies by accepting these General Conditions of Sale to be a professional having contracted within the framework of his professional activity. In accordance with the regulations in force, these General Conditions of Sale are systematically communicated to any Buyer who requests them. Any order of Products implies, on the part of the Buyer, the unreserved acceptance of these General Conditions of Sale. They specify in particular the conditions of ordering, payment and delivery of the Products ordered by the Buyer. The information appearing in the Supplier's catalogues, prospectuses and prices are given for information only and may be revised at any time. The Supplier is entitled to make any modifications it deems useful.
Les coordonnées du Fournisseur sont les suivantes :
S.A.S OXYGEN WATER
Siège social : 17 Bis Boulevard Pasteur, 75015
SIRET : 82967395300016
2. CHARACTERISTICS OF THE PRODUCTS
The main characteristics of the Products are presented on the website “www.oxygenwater.fr”. The photographs and graphics presented on the "www.oxygenwater.fr" website are not contractual and cannot engage the Supplier's liability.
3. USAGE PRECAUTIONS
The Products comply with the standards in force on French and European territory. The Products have no contraindications.
4. ORDERS AND PRICES
All orders for Products must be sent by e-mail. The price shown is guaranteed until the date of delivery. The Supplier reserves the right to cancel or refuse any order from a Buyer with whom there is a dispute. relating to the payment of a previous order. The prices are exclusive of tax, free of carriage in Metropolitan France. The VAT is fixed at 5.5%. The Supplier grants itself the right to modify its prices at any time. However, He undertakes to invoice the goods ordered at the prices indicated when the Buyer registers the order.
Cancellation of the order by the Buyer is possible up to 12 hours after receipt of the order by the Supplier. In the event of cancellation of the order more than 12 hours after receipt of the order by the Supplier, the Supplier may not give rise to any reimbursement whatsoever, without prejudice to any other damages for the loss suffered.
Special pricing conditions may be applied depending on the specifics requested by the Purchaser concerning, in particular, the terms and delivery times, or the terms and conditions of payment. A specific commercial offer will then be sent to the Buyer by the Supplier.
5. PAYMENT TERMS
The balance of the price is payable 45 days end of month from the date of issue of the invoices. The following payment methods can be used: by bank transfer.
Payments made by the Buyer will only be considered final after effective collection of the sums due by the Supplier. In the event of late payment, the Supplier may suspend all outstanding orders, without prejudice to any other course of action; the sums due including tax will bear interest automatically and without the need for prior formal notice, at the rate of 3 times the legal interest rate from the day of the due date until full payment, without that this clause affects the enforceability of the debt. The Purchaser will also be automatically liable for a lump sum indemnity for recovery costs in the amount of forty (40) euros. The offsetting of a debt with a debt between the Supplier and the Buyer (and vice versa) is prohibited.
6. RETENTION OF OWNERSHIP
The Buyer cannot revoke ownership of the Products ordered once the 12-hour deadline has passed, mentioned in Article 4-2.
7. DISCOUNTS AND DISCOUNTS
The Buyer may benefit from discounts from the Supplier, depending on the quantities acquired or delivered by the Supplier, at the discretion of the Supplier.
The Supplier's liability may in no case be engaged in the event of delay or suspension of delivery attributable to the Buyer or in the event of force majeure. Delivery will be made to the address indicated by the Buyer in the order completed by the Buyer by the direct delivery of the Products to the Buyer or by notice of availability at the Supplier's premises. The Buyer is required to check the apparent condition of the products upon delivery. In the absence of reservations expressly issued by the Buyer upon delivery, the Products delivered by the Supplier shall be deemed to conform in quantity and quality to the order. No claim can be validly accepted in the event of non-compliance with these formalities by the Purchaser.
9. TRANSFER OF OWNERSHIP
It is recalled that the transfer of ownership of the Products, for the benefit of the Buyer, will be made when ordering.
It is also reminded that the transfer to the Buyer of the risks of loss and deterioration will be carried out 12 hours after the receipt by the Supplier of the order by the Buyer. In the event of delivery of the Products to an independent carrier, the Buyer acknowledges that it is up to the carrier to make the delivery, the Supplier being deemed to have fulfilled its obligation to deliver once it has delivered the products. ordered from the carrier who accepted them without reservation. The Buyer therefore has no warranty claim against the Supplier in the event of failure to deliver the Products ordered or damage occurring during transport or unloading.
10. SUPPLIER'S RESPONSIBILITY – WARRANTY
The Products delivered by the Supplier benefit, from the date of delivery, from the following contractual guarantees: D.L.U.O guaranteed for 12 months. Any warranty is excluded in the event of misuse, negligence or lack of storage on the part of the Buyer, as in the event of normal wear and tear of the Product or force majeure. In order to assert its rights, the Purchaser must, under penalty of forfeiture of any action relating thereto, inform the Supplier, in writing, of the existence of the defects within a maximum period of 5 working days from delivery. some products. Finally, the guarantee cannot intervene if the Products have been subject to abnormal use, or have been used in conditions different from those for which they were manufactured. It also does not apply in the event of deterioration or accident resulting from shock, negligence, lack of supervision, or in the event of transformation of the Product.
11. INTELLECTUAL PROPERTY
The Supplier holds all the intellectual property rights covering the Products regardless of the brands used. The Purchaser does not acquire any intellectual property rights over the Products and undertakes not to infringe the Supplier's intellectual property rights. The Purchaser who becomes aware of an infringement of patents, trademarks and other intellectual property rights held by the Supplier, undertakes to immediately inform the Supplier thereof by any means.
These General Terms and Conditions of Sale expressly exclude the legal contingency regime provided for in Article 1195 of the Civil Code for all Sales of Products from the Supplier to the Buyer. The Supplier and the Buyer therefore each waive the right to avail themselves of the provisions of article 1195 of the Civil Code and the contingency regime provided for therein, undertaking to assume their obligations even if the contractual balance is upset. by circumstances that were unforeseeable at the time of the conclusion of the sale, even if their execution would prove to be excessively onerous and to bear all the economic and financial consequences.
13. FORCED EXECUTION IN KIND
In the event of a breach by one or other of the parties of its obligations, the party victim of the default has the right to request the forced execution in kind of the obligations arising from these presents. In accordance with the provisions of article 1221 of the Civil Code, the creditor of the obligation may pursue this forced execution after a simple formal notice, sent to the debtor of the obligation by registered letter with acknowledgment of receipt which has remained unsuccessful, unless that -this proves impossible or if there is a manifest disproportion between its cost for the debtor and its interest for the creditor. The party victim of the default may also, in accordance with the provisions of article 1222 of the Civil Code, 45 days after receipt of a formal notice to perform which has remained unsuccessful, have the obligation itself performed by a third party. , at the expense of the defaulting party, provided that the cost is reasonable and in line with market practices, without judicial authorization being necessary for this purpose, being that the party victim of the default may also, at its option, request in court that the defaulting party advance the sums necessary for this performance.
In the event of non-compliance by one or other of the parties with the following obligations:
absence of delivery under the conditions of article 8 hereof; non-payment on the due date of the amounts due by the Buyer referred to in articles 4 and 5 of these General Conditions of Sale, Any contract relating to the Products may be resolved by the injured party. It is expressly understood that this resolution for failure of a party to fulfill its obligations will take place automatically, the formal notice resulting from the sole fact of the non-performance of the obligation, without summons or execution of formalities. It is expressly agreed between the Parties that the debtor of an obligation to pay under the terms of these General Conditions of Sale, will be validly put in default by the sole exigibility of the obligation, in accordance with the provisions of article 1344 of the Civil Code.
15. PROCESSING OF PERSONAL DATA
Pursuant to Law No. 78-17 of January 6, 1978 and European Regulation 2016/679 on the protection of personal data of May 24, 2016, it is recalled that the personal data requested from the Buyer is necessary in particular to the processing of orders and the establishment of invoices. This data may be communicated to any business partners of the Supplier as well as to those responsible for the execution, processing, management and payment of orders, which the Buyer expressly accepts. Without prejudice to the Supplier's legal and regulatory archiving obligations, the data is kept only for the time necessary to achieve the objective pursued when it was collected. The Buyer has, in accordance with the national and European regulations in force, a right of permanent access, modification, rectification, deletion, portability and opposition with regard to information concerning him. This right can be exercised by contacting the following address: firstname.lastname@example.org
16. FORCE MAJEURE
The Parties cannot be held liable if the non-execution or the delay in the execution of any of their obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the Civil Code.
17. APPLICABLE LAW
These General Terms and Conditions of Sale and the resulting operations are governed by and subject to French law. These General Conditions of Sale are written in French. In the event that they are translated into one or more foreign languages, only the French text shall prevail in the event of a dispute.
All disputes to which these General Conditions of Sale may give rise, concerning its validity, interpretation, execution, termination, their consequences and their consequences will be submitted to the competent courts of Paris.
19. FORCE MAJEURE
The Supplier's liability cannot be implemented if the non-execution or the delay in the execution of one of its obligations described in these general conditions of sale results from a case of force majeure. As such, force majeure means any external, unforeseeable and irresistible event within the meaning of article 1148 of the Civil Code.
Disputes that may arise regarding the validity, interpretation, execution or non-execution, interruption or termination of these general conditions of sale will be subject to the mediation rules.
SPECIAL CONDITIONS RELATING TO THE RESALE OF PRODUCTS
1. The Buyer is required to present the Products in a qualitative, attractive and user-friendly manner, regardless of the presentation medium (e.g. website or point of sale). To this end, the Buyer agrees that its websites, sales areas, windows and equipment correspond to the quality image of the Products. Online interfaces, layout, decoration and other equipment will be clean, modern and of excellent quality.
2. The expectations of end customers in relation to the Products and their image, as well as the image of the "OXYGEN WATER" brand itself, must be taken into account by the Buyer in the organization and content of its commercial communication around the offer of the Products. The merchant will therefore refrain from any activity likely to have a negative effect on the reputation, image or value of the Products and/or the company OXYGEN WATER.
3. The Purchaser is required to advise end customers in a professional manner and to provide them with all useful information concerning the Products and their use. This information obligation applies in particular to information concerning the general characteristics, including information relating to the sustainable and environmentally friendly nature of the Products.
4. The Buyer is obliged to ensure that complaints from end customers relating to the Products are dealt with without delay and in a professional manner.
5. The Purchaser is prohibited from modifying the Products and will market the Products in the state in which they were delivered by the Supplier, without affixing or removing any markings, inscriptions or any distinctive element.
6. In general, the Buyer undertakes to use only professional quality images and graphic media in relation to the Products. Either these graphic elements will be made available by the Supplier itself, or their use will be subject to the prior written authorization of the Supplier. The Purchaser is prohibited from transmitting these graphic elements relating to the Products to third parties, except with the prior written consent of the Supplier.
7. The Supplier reserves the right to access the sales areas and the Purchaser's point of sale during normal opening hours in order to check compliance with these special conditions from time to time.
8. Where applicable, the Purchaser undertakes to participate actively in all possible Product recall actions organized by the Supplier.
9. The Buyer undertakes to submit to the Supplier, for verification and approval, prior to their publication or putting online, all catalogues, websites and other communication media that the Buyer wishes to use for the marketing of the Products.
10. The Supplier reserves the right to modify these Special Conditions in the event that the market or a change in strategy so requires.
11. In the event of non-performance by the Purchaser of any of its obligations under these Special Conditions, any contract relating to the Products shall be automatically terminated in accordance with Article 13 of the General Conditions of Sale, at the sole discretion of the Supplier, fifteen (15) working days after a formal notice by registered letter with acknowledgment of receipt, without the need to complete any legal formality, which remained without effect during this period.
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