General Terms and Conditions of Sale
Nos conditions générales de ventes.
SUSHI ROBOTS (hereinafter referred to as “the Company”) is a simplified joint stock company with a single shareholder, with registered capital of 10,000 euros, whose registered office is located at Zac D’Aytré, 21 Rue Lavoisier 17440 AYTRÉ, France, registered in the Trade and Companies Register under number 813 046 281.
The Company’s business in France and Europe is the importing and distribution of automation machines (hereinafter referred to as the ” Products “) for the ethnic, mainly Japanese, restaurant market. It also offers maintenance and support services (hereinafter referred to as the “Services”).
The purpose of these General Conditions of Sale is to define all the conditions under which the Company sells its Products.
The Products offered for sale are also available on the website published by the Company, available at www.sushi-robots.eu. They apply to any Order (hereinafter referred to as the
“Order” of Products placed by the Customer.
These General Conditions of Sale (GCS) also define the legal framework of the relations between the Company and its customers (hereinafter referred to as the “Customers”). The Company and the Customer are also hereinafter jointly referred to as the “Parties” and individually as a “Party”.
The Customer declares that they have read and accepted these GCS and, where applicable, the Special Conditions of Sale relating to a Product or Service, before placing any Order.
Any condition to the contrary imposed by the Customer shall therefore, in the absence of express acceptance, be unenforceable against the Company, regardless of when it may have been brought to its attention.
The fact that the Company does not take advantage of any provision of these GCS at a given time may not be interpreted as a waiver of the right to take advantage of any provision of these GCS at a later date.
It is possible to contact the Company at the address indicated at the top of this document, by e-mail at firstname.lastname@example.org , by telephone on 05 16 07 39 09 and via the contact form available on the Site.
ARTICLE 1: PURPOSE AND SCOPE OF APPLICATION
These GCS apply to all Products and Services offered by the Company and ordered by the Customer, regardless of the Customer’s general terms and conditions of purchase.
Any Order for Products is evidenced by the signing of a quotation issued by the Company and offered to the Customer (hereinafter referred to as the “Quotation”) and implies full acceptance of the provisions of these GCS. The GCS are appended to each Quotation sent to the Customer by the Company.
The Company reserves the right to adapt or modify these GCS at any time. In the event of a change, the GCS in force on the date of the Order shall apply to each Order. Unless the amendments are due to legal or administrative obligations, the Customer shall be given reasonable notice before the updated GCS are implemented.
The latest available version of the GCS shall prevail over any other version of these GCS.
ARTICLE 2: ENTIRE AGREEMENT
In the absence of the Quotation signed by the Parties, the provisions of these GCS express the entire agreement between the Customers and the Company. They shall prevail over any proposal, exchange of letters prior and subsequent to the conclusion hereof, as well as over any other provision appearing in the documents exchanged between the Parties and relating to the subject matter of the GCS, except in the case of an amendment duly signed by the representatives of both Parties.
Quotations may include special conditions which contradict or clarify the provisions set out in the GCS. If the Quotation has been signed by the Parties, it shall prevail over these GCS.
By signing the Quotation, the Customer acknowledges having read and accepted the terms of these GCS in their entirety and without limitation, including the payment terms, the Company’s refund policy and all applicable laws and regulations.
ARTICLE 3: PRODUCT ORDERING – QUOTATIONS
The main characteristics of the Products and in particular the specifications, characteristics, dimensions or capacity of the Products are presented in the Product datasheets, which the Customer is required to read before placing the Order.
The choice and purchase of a Product are the sole responsibility of the Customer.
Product offers are subject to availability, as specified when the Order is placed.
The Customer acknowledges having been informed by the Company that the prices of the Products displayed do not include the costs of processing, shipping, transport and delivery of the Products ordered, which are invoiced and calculated in the Quotation, sent to the Customer by the Company prior to the placing of the Order by the Customer.
Each Order placed shall be validated by the Company, after verification of the availability of the desired Product as well as the information required for delivery and invoicing. The Company shall then confirm the Order by issuing a Quotation based on the information provided by the Customer.
The quotation is free of charge and sent to the Customer by any means. It specifies in particular the characteristics of the Products ordered, the methods for determining the price and the estimated delivery times of the said Products.
To confirm the Order firmly and definitively, the Customer must validate the Order or sign the Quotation and follow the instructions for payment of the Products and/or Services, the amount of which is indicated on the Quotation. The contract shall be validly entered into between the Company and the Customer after validation of the Order or signing of the Quotation and receipt of payment by the Company, binding them irrevocably.
ARTICLE 4: RATES AND AVAILABILITY
4.1 The Products are sold at the prices mentioned in the Quotation and are supplied at the prices in force at the time of the Order and within the period of validity defined by the Quotation.
The prices set are in euros, excluding VAT. The financial conditions and details of the prices are mentioned in the Quotation.
The prices quoted, in force at the time of signing of the Quotation by the Customer, are firm.
The Company shall be entitled, after informing the Customer, to increase its prices and/or not to deliver the Products on the date indicated in the Quotation in cases where the Customer, after signing the Quotation, wishes to modify the scope of its Order. Any tax which the Company is obliged to pay in addition to the Order shall be charged to the Customer unless the latter presents an appropriate tax exemption certificate.
4.2 The Customer may inform the Company at any time that it wishes to order one or more additional Products or Services. In this case, the Company shall send the Customer, within thirty (30) calendar days of the communication of the expression of need, a supplementary Quotation.
4.3 Any decision to discount, reduce or apply degressive rates, based on a percentage or a flat rate, remains at the sole discretion of the Company. Any discounts or rebates that may be granted to the Customer shall in no way create an acquired right for subsequent Orders.
In the event of late payment of the sums due by the Customer beyond the set deadlines, late payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, on the amount inclusive of tax of the price of the Orders appearing on the said invoice, shall automatically be due and payable by the Company, without any formality or prior notice, and shall result in the immediate payment of all sums due to the Company by the Customer, without prejudice to any other action that the Company may take against the Customer in this respect. The Customer who is in arrears of payment shall automatically owe the Company a fixed indemnity of €40 for collection costs.
ARTICLE 5: TERMS OF PAYMENT
The Products and Services ordered by the Customer shall be paid for in full at the time of the Order.
The Company offers the Customer the possibility, after studying its file, of benefiting from a leasing arrangement, enabling the Customer to spread the payment of its Order on a monthly basis, under the conditions set out in the Quotation offered.
Payment for Orders placed may be made by bank card, bank transfer or cheque made out to the Company. The Company’s bank details shall be shown on each Quotation and invoice.
The Customer guarantees the Company that they have the necessary authorisations to use the payment method when placing the Order.
The Company reserves the right to suspend or cancel any execution and/or delivery of an Order, regardless of its nature and level of execution, in the event of non-payment or partial payment of any sum owed by the Customer to the Company, in the event of a payment incident, or in the event of fraud or attempted fraud relating to the payment of an Order.
ARTICLE 6: RETENTION OF OWNERSHIP
The Products are sold under retention of ownership until full payment has been made. Payment means payment of the price of the Products and the costs of the sale and interest. Thus, in the event of non
Payment, the Customer must, at their own expense, risk and peril, return the unpaid Products eight (8) days after formal notice has been given by registered letter with acknowledgement of receipt, which has remained unfruitful.
In this case, the sale shall be cancelled as of right on the day of the request for return. Despite the application of this retention of ownership clause, the Customer shall bear the risk from the date of delivery/collection of the Products.
ARTICLE 7: DELIVERY OF THE PRODUCTS
7.1 The Products offered for sale by the Company can be delivered to any country in the European Union.
All information relating to the delivery costs of the Products is available directly on the Site and/or the Quotation signed by the Parties.
However, the Customer acknowledges having been informed that the costs of importing the Products are set by the various carriers and therefore vary accordingly.
The Customer must ensure that the information provided to the Company at the time of placing the Order is correct, and that it remains correct until full receipt of the Product(s) or Service(s) ordered.
The Customer therefore undertakes to inform the Company of any change in billing and/or delivery contact details that may occur between the Order and the delivery, by sending an email without delay to email@example.com
Otherwise, in the event of a delay, defect and/or error in delivery, the Customer may not under any circumstances invoke the Company’s liability, and the Company’s customer service department shall contact the Customer for a second delivery at the Customer’s expense.
The Product shall be delivered to the delivery address indicated by the Customer, against a receipt signed by the latter.
7.2 The Customer shall be informed by any means of the dispatch of their Order. If the Customer does not receive the Products ordered within a period specified in the Quotation, the Customer shall instruct the Company to make delivery within a reasonable subsequent period.
If the Company does not comply within this period, the Customer may cancel the Order by sending a registered letter with acknowledgement of receipt to the address indicated at the top of this document. If the letter reaches the Company after the Order has been delivered, the cancellation shall not be taken into account. In this case, the Company has a period of fourteen (14) days to refund the Order.
7.3 By placing the Order, the Customer undertakes to accept delivery of the Products ordered at the delivery address indicated. The Customer must be able to prove their identity in order to receive the Order.
Furthermore, it is the Customer’s responsibility to check the perfect condition of the Products upon delivery. If this is not the case, they must directly express their express and precise/detailed reservations on the carrier’s delivery slip in the presence of the carrier and confirm the said reservations by registered letter with acknowledgement of receipt within three (3) days following delivery, in accordance with article L 133-3 of the French Commercial Code, the date appearing on the delivery slip being taken as proof.
The Company shall not be liable for any damage to the Products. Only the delivery service provider shall be responsible for the insurance policies taken out.
The risks of loss or deterioration of the Products, as well as all risks related to their existence or use, are transferred to the Customer as of this delivery, validated by the signing of the delivery slip by the Customer.
7.4 The estimated delivery time for the Products shall be indicated on the Quotation validated by the Parties. This estimated time period shall commence upon receipt of the Customer’s payment and receipt of all necessary documents and information and shall only apply if the Customer has fulfilled its obligations under these GCS.
The delivery time of the Products shall vary according to the Customer’s needs and any request for modification by the Customer shall extend the delivery time.
The Company undertakes to be prepared and organised in order to be able to manage the expected volume and to comply with the estimated delivery times chosen by the Parties.
However, these deadlines are given as an indication only. Consequently, any reasonable delay in the delivery of the Products may not give rise to the cancellation of the Order or the refusal to take delivery of the Products in favour of the Customer.
ARTICLE 8: CANCELLATION OF THE ORDER
The Customer’s Order irrevocably expresses their full and complete consent.
Once the Order has been validated or the Quotation has been returned by the Customer, the Customer may not cancel the Order, unless the Company expressly agrees to do so.
Either Party may cancel the Order by operation of law in the event of non-execution of any of the obligations incumbent on the other Party after formal notice has been given by registered letter with acknowledgement of receipt, which has remained without effect for a period of thirty (30) days from its receipt.
Cancellation of an Order by a Party pursuant to this clause shall not affect its right to claim damages.
Any payment obligation arising from a delivery of the Product made, or in progress, prior to termination shall be paid by the Customer as soon as possible after this termination. Where appropriate, in order to facilitate accounts between the Parties, a report on the condition of the Products supplied shall be drawn up by the Company and a copy given to the Customer.
ARTICLE 9: RECIPROCAL OBLIGATIONS
9.1 Obligations of the Company
The Company pays particular attention to the quality of its Products and carefully controls the quality of the Products marketed.
The Company undertakes to inform the Customer of any event that might compromise the supply of the Product ordered by the Customer, including if this event is attributable to a third party. The Company undertakes to implement all the means necessary for the delivery of the Product under the conditions set out in the Quotation and on the Site.
The Company undertakes, throughout the duration of these GCS, to regularly inform the Customer of any useful information that may come to its attention.
9.2 Obligations of the Customer
The Customer undertakes to comply with the laws and regulations in force and not to infringe the rights of third parties or public order.
Accordingly, the Customer assumes full responsibility for the accuracy, integrity and legality, reliability and timeliness of the information provided to the Company under these GCS.
The Customer acknowledges that the Company may not be held liable in the event that the information communicated is not free of rights or infringes the rights of a third party. The Customer warrants the Company in this respect to bear any condemnation, costs and fees charged to or borne by the Company to defend itself as a result of the Customer’s default.
ARTICLE 10: DUTY TO INFORM THE PARTIES
The Parties undertake to behave towards each other at all times as serious, loyal partners in good faith and in particular to report any difficulties they may encounter in the context of these GCS without delay.
Under these conditions, the Company undertakes to respond without delay to any request for information from the Customer.
The Customer undertakes, throughout the duration of these GCS, to regularly inform the Company of any information that may contribute to the proper fulfilment of the purpose of the GCS and of which it may become aware during the execution of the latter. The information communicated by the Customer to the Company must be accurate, exhaustive and up-to-date.
ARTICLE 11: LEGAL AND COMMERCIAL GUARANTEES
11.1 Legal guarantees
11.1.1 Article 1641 of the Civil Code: “The seller is bound by the guarantee for hidden defects in the thing sold which make it unfit for the use for which it was intended, or which so diminish this use such that the buyer would not have acquired it, or would have given only a lower price for it, if he had known about them. ”
Article 1648 of the Civil Code, first paragraph: “The action resulting from redhibitory defects must be brought by the purchaser within two years of the discovery of the defect. ”
If a Customer considers that they have received a Product that they consider to be defective or non-conforming, they must contact the Company, indicating the non-conformity, within forty-eight (48) working hours of receipt of the Order, at the following e-mail address: firstname.lastname@example.org or by registered mail with acknowledgement of receipt to the following address Sushi Robots, 21 rue Lavoisier, 17440 Aytré
It is the Customer’s responsibility to provide any justification as to the designation of the apparent defects and/or anomalies observed. The Customer shall allow the Company every facility to proceed with the observation of these defects or non-conformities and to remedy them if necessary. They shall refrain from intervening personally or from having a third party intervene for this purpose.
If the defects and/or anomalies are confirmed by the Company, the latter shall then send the Customer instructions on how to proceed after having taken note of the complaint thus formulated and, if necessary, shall proceed with the replacement of the Product whose lack of conformity or defectiveness the Company would have been led to observe.
In the event that it is impossible to exchange the Product, the Company shall be obliged to reimburse the Customer within fourteen (14) days of receipt of the Product. The reimbursement shall be made at the Company’s proposal by crediting the Customer’s bank account, and the Customer may opt for another method of reimbursement than that proposed.
11.1.2 However, the Company declines any guarantee in the event that the Customer does not comply with the conditions of use of the Products ordered, particularly if the Products :
– Were not transported and stored properly;
– Have been subject to poor maintenance, inappropriate use, abnormal wear and tear such as bumps, scratches etc.
11.2 Commercial guarantee
11.2.1 The Company expressly grants the Customer a commercial guarantee to repair the Product ordered, valid in Metropolitan France, for a period of twelve (12) months (hereinafter referred to as the “Guarantee”).
ARTICLE 12: LIABILITY
The Company shall take all appropriate measures to ensure that the Customer is supplied with quality Products under optimum conditions. However, it shall in no case be held liable for any failure to execute or improper execution of all or part of the obligations provided for in these GCS, which is attributable either to the Customer, or to the unforeseeable and insurmountable act of a third party outside the contract, or to a case of force majeure. More generally, if the Company’s liability were to be incurred, it could not under any circumstances agree to compensate the Customer for indirect damage or damage whose existence and/or quantum would not be established by evidence.
The Customer is fully aware of the provisions of this article and in particular of the aforementioned guarantees and limitations of liability, essential conditions without which the Company would never have contracted.
ARTICLE 13: PERSONAL DATA
In accordance with the French Data Protection law of January 6, 1978 regarding computer files and freedoms and with the European regulation on the protection of personal data (GDPR), the Customer is hereby informed that certain mandatory information is required in order for the Company to process and execute its Orders.
The following information is mandatory and failure to provide it will block the Order process:
– First names;
– Full postal address;
– E-mail address;
– Telephone number;
The Company collects personal data only in accordance with the terms of these GCS and any reasonable and legal instructions given by the Customer.
The Company shall implement all the technical and organisational measures necessary to respect the protection of personal data. The Company is committed to limiting the amount of personal data processed from the outset.
If the Company becomes aware of a violation of rights in the context of the processing of personal data, this violation shall be notified to the CNIL (French Data Protection Agency) within a period not exceeding seventy-two (72) hours.
Any breach of personal data processing shall be notified to the person concerned by e-mail within one (1) month.
Each Party shall take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of personal data or their accidental loss, destruction or damage.
The personal data provided shall be destroyed at the latest one (1) year after the delivery of the Products. The Company reserves the right to retain certain data in order to justify, if necessary, the complete execution of its contractual or legal obligations.
Rights of access, modification, opposition, portability and deletion
In any event, any person concerned has the right to access, modify, oppose, portability and deletion of personal data concerning them by writing to the address indicated in the preamble to these conditions and specifying their surname, first name, e-mail and postal address.
In accordance with the regulations in force, all requests must be signed and accompanied by a photocopy of an identity document bearing the signature of the person concerned. The person concerned shall be able to retrieve their personal data in an open and readable format. The right to portability is limited to the data provided.
It applies on the basis of prior consent. The Company undertakes to transfer, upon request, within one (1) month, any document collecting personal data to the person concerned in order to implement the right to portability. The costs of retrieving the data shall be borne by the person concerned.
ARTICLE 14: PARTIAL INVALIDITY
If any provision of these GCS is found to be invalid or unenforceable by any court or administrative authority, the remaining provisions of the GCS shall not be affected or amended in any way.
ARTICLE 15: WAIVER
No waiver by either Party, whether express or implied, whether partial or not, whether temporary or not, of any breach of any provision of these GCS shall be construed as a waiver by either Party at any other time to invoke any breach or non-execution of this provision or any provision of the GCS.
Likewise, no waiver by either Party of condemnation of the conduct of the other shall be deemed to be a waiver by the said Party to invoke any repetition of such conduct is a breach of these GCS.
ARTICLE 16: TITLES
In case of difficulty of interpretation between the title and chapter of any of the articles and any of the clauses, the titles shall be deemed not to be written.
ARTICLE 17: INTEGRALITY
The provisions of these GCS express the entire agreement between the Customers and the Company. They shall prevail over any proposal, exchange of letters prior and subsequent to the conclusion hereof, as well as over any other provision appearing in the documents exchanged between the parties and relating to the subject matter of the GCS, except in the event of an amendment duly signed by the representatives of both parties.
ARTICLE 18: FORCE MAJEURE
Neither Party shall be liable to the other for any loss and/or damage suffered as a result of a cased of force majeure, defined as any unforeseeable, irresistible event external to the Parties, as well as any fortuitous event or external causes such as labour disputes, intervention by the civil or military authorities or natural disasters as defined by the Civil Code.
The Parties shall inform each other in writing of the occurrence of an event of force majeure and shall cooperate to limit the consequences and duration thereof.
The execution of this Contract shall be suspended for the duration of the force majeure event, Should this interruption exceed thirty (30) days, the contract entered into between the Company and the Customer may be terminated by either party without compensation.
ARTICLE 19: DISPUTES AND APPLICABLE LAW
These General Conditions shall be governed by and interpreted in accordance with French law, without regard to the principles of conflict of laws.
The Parties agree to submit, in the event of a dispute arising from the interpretation and/or execution of these conditions or in relation to any purchase and/or attempted purchase, to a conventional mediation procedure or any other alternative method of settling their differences.
Any dispute which could not be resolved amicably by the Parties concerning the interpretation, execution and termination of these GCS shall be submitted by either Party to the exclusive jurisdiction of the Courts of the jurisdiction of the Company’s registered office.