Terms and conditions of sale
SUSHI ROBOTS (hereinafter referred to as "the Company") is a simplified joint stock company (société par actions simplifiée) with a single shareholder and a capital of 10,000 euros. Its registered office is located at ZAC D'Aytré, 21 Rue Lavoisier 17440 AYTRÉ, France, and it is registered with the Registre du Commerce et des Sociétés under number 813 046 281.
The Company's business, in France and Europe, is the import and distribution of automation machines (hereinafter referred to as the "Products") for the ethnic catering market, mainly Japanese. It also offers maintenance and support services (the "Services").
The purpose of these GCS is to define all the conditions under which the Company markets its Products.
The Products offered for sale are also available on the website published by the Company, available at the following address www.sushi-robots.eu. They shall apply to any Order (hereinafter referred to as the "Order") for Products placed by the Customer.
These GCS also define the legal framework for the relationship between the Company and its customers (hereinafter referred to as the "Customers"). The Company and the Customer are hereinafter jointly referred to as the "Parties" and individually as a "Party".
The Customer declares that he/she has read and accepted these General Terms and Conditions of Sale, and any Special Terms and Conditions of Sale relating to a Product or Service, before placing an Order.
In the absence of express acceptance, any condition to the contrary laid down by the Customer will therefore be unenforceable against the Company, regardless of when it may have been brought to its attention.
The fact that the Company does not avail itself of any provision of these GTC at a given time may not be interpreted as a waiver of the right to avail itself of any provision of these GTC at a later date.
The Company can be contacted at the address given at the top of this document, by e-mail at the following address email@example.com telephone on 05 16 07 39 09 or via the contact form available on the Site.
ARTICLE 1: PURPOSE AND SCOPE
These General Terms and Conditions of Sale apply to all Products and Services offered by the Company and forming the subject of an Order placed by the Customer, regardless of the Customer's general terms and conditions of purchase.
Any Product Order is evidenced by the signature of a quotation issued by the Company and offered to the Customer (hereinafter referred to as the "Quotation") and implies unreserved acceptance of the provisions of these GCS. The GTCS are attached to each Quotation sent to the Customer by the Company.
The Company reserves the right to adapt or modify these GTC at any time. In the event of amendment, the GTC 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 GTC are applied.
The latest available version of the GTC shall, where applicable, prevail over any other version of these GTC.
ARTICLE 2: FULL AGREEMENT
In the absence of a 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 or subsequent to the conclusion of these GTCS, as well as over any other provision appearing in the documents exchanged between the Parties and relating to the subject of the GTCS, unless an amendment is duly signed by the representatives of both Parties.
Quotations may include special conditions contradicting or clarifying the provisions set out in the GTCS. If the Quotation has been signed by the Parties, it will take precedence 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 terms of payment, the Company's refund policy and all applicable laws and regulations.
ARTICLE 3: ORDERING PRODUCTS - QUOTATION
The main characteristics of the Products, and in particular their specifications, characteristics, dimensions and capacity, are set out in the Product sheets, which the Customer is required to read before placing an 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 Customer placing the Order.
Each Order placed will be validated by the Company, after verification of the availability of the desired Product and of the information required for delivery and invoicing. The Company will 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. In particular, it specifies the characteristics of the Products ordered, how the price is determined and the estimated delivery times for the said Products.
In order to confirm their Order firmly and definitively, the Customer must validate the Order or sign the Quotation and follow the instructions for payment for the Products and/or Services, the amount of which is indicated on the Quotation. The contract shall be validly concluded between the Company and the Customer once the Order has been validated or the Quotation has been signed and payment has been received by the Company, thereby binding them irrevocably.
ARTICLE 4: PRICES AND AVAILABILITY
4.1 The Products are sold at the prices stated on 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.
Prices are quoted in euros excluding VAT. The financial terms and conditions and details of prices are set out in the Quotation.
The prices quoted, in force at the time the Quotation is signed by the Customer, are binding.
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, subsequent to signing the Quotation, wishes to change the scope of his Order. Any tax that the Company is obliged to pay in addition to the Order will be charged to the Customer unless the Customer presents an appropriate tax exemption certificate.
4.2 The Client may inform the Company at any time that it wishes to order one or more additional Products or Services. In this case, the Company will send the Client an additional Quotation within thirty (30) calendar days from the date of transmission of the expression of need.
4.3 Any decision to grant a discount, reduction or application of degressive rates, based on a percentage or a flat rate, remains at the sole discretion of the Company. Any discounts or reductions that may be granted to the 3 Client shall under no circumstances create an acquired right for subsequent Orders.
In the event of late payment of the sums owed by the Client 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 including tax of the price of the Orders appearing on the said invoice, will automatically be charged to the Company, without any formalities or prior notice, and will result in the immediate payment of all sums owed to the Company by the Client, without prejudice to any other action that the Company may take against the Client in this respect. Any Client who is late in making payment will automatically be liable to pay the Company a fixed indemnity of €40 for collection costs.
ARTICLE 5: PAYMENT TERMS
The Products and Services ordered by the Customer shall be paid for in full when the Order is placed.
The Company offers the Customer the possibility, after examination of his application, of benefiting from a leasing arrangement, enabling the Customer to spread the payment of his Order on a monthly basis, in accordance with the conditions set out in the Quotation offered.
Payment for Orders placed may be made by credit card, bank transfer or cheque made payable to the Company. The Company's bank details will be shown on each Quotation and invoice.
The Customer guarantees the Company that he/she has 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 TITLE
The Products are sold subject to retention of title until they have been paid for in full. Payment means payment of the price of the Products and the costs associated with the sale and interest. Thus, in the event of non-payment, the Customer must, at its own expense and risk, return the unpaid Products eight (8) days after formal notice has been served by registered letter with acknowledgement of receipt, which has remained unanswered.
In this case, the sale will be automatically cancelled on the date of the request for return. Despite the application of this retention of title clause, the Customer shall bear the risks from the date of delivery/collection of the Products.
ARTICLE 7: DELIVERY OF 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 cost of delivery of the Products is available directly on the Site and/or on the Quotation signed by the Parties.
However, the Customer acknowledges having been informed that the costs of importing Products are set by the various carriers and therefore vary accordingly.
The Customer must ensure that the information provided to the Company when placing the Order is correct, and that it remains so 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 details that may occur between the Order and delivery, by sending an e-mail without delay to the following address firstname.lastname@example.org.
Failing this, in the event of late, faulty and/or erroneous delivery, the Client may under no circumstances engage the Company's liability, and the Company's customer service department will contact the Client to arrange a second delivery at the Client's expense.
The Product will be delivered to the delivery address indicated by the Customer, upon presentation of a receipt signed by the Customer.
7.2 The Customer shall be informed by any means of the dispatch of his/her Order. If the Customer does not receive the Products ordered within the period indicated on the Quotation, the Customer shall instruct the Company to make delivery within a reasonable additional 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 given at the top of this document. Should the letter reach the Company after the Order has been delivered, the cancellation will not be taken into account. Where applicable, the Company shall have a period of fourteen (14) days in which to refund the Order.
7.3 By placing the Order, the Customer undertakes to take delivery of the Products ordered at the delivery address indicated. The Customer must be able to prove his/her identity in order to receive the Order.
Furthermore, it is the Customer's direct responsibility to check that the Products are in perfect condition upon delivery. If this is not the case, the Customer must express his/her express and precise/detailed reservations on the carrier's delivery note in the presence of the carrier and confirm these reservations by registered letter with acknowledgement of receipt within three (3) days of delivery, in accordance with article L 133-3 of the French Commercial Code, the date shown on the delivery note being taken as proof.
The Company shall not be liable for any damage to the Products. Only the delivery service provider will be liable under the insurance policies taken out.
The risks of loss or deterioration of the Products, as well as all the risks associated with their existence or use, are transferred to the Customer from the time of delivery, validated by the Customer's signature on the delivery note.
7.4 The estimated delivery time for the Products will be indicated on the Quotation validated by the Parties. This estimated delivery time runs from receipt of the Customer's payment and receipt of all the necessary documents and information, and may only occur if the Customer has honoured its obligations under these GTC.
The delivery time for the Products will vary according to the Customer's needs and any request for modification made by the Customer will extend the delivery time.
The Company undertakes to be prepared and organised in order to be able to manage the volume expected and to comply with the estimated delivery times chosen by the Parties.
However, these delivery times are given as an indication only. Consequently, any reasonable delay in the delivery of the Products shall not entitle the Customer to cancel the Order or refuse to accept delivery of the Products.
ARTICLE 8: CANCELLATION OF THE ORDER
The Customer's Order irrevocably expresses their full and unconditional consent.
Once the Order has been validated or the Quotation has been returned by the Customer, the Customer may not cancel the Order, unless expressly agreed by the Company.
Either Party may cancel the Order as of right in the event of non-performance of any of the obligations incumbent upon the other Party following formal notice sent 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, must be paid by the Customer as soon as possible after said termination. Where applicable, in order to facilitate accounts between the Parties, a report on the state of the Products supplied will be drawn up by the Company and a copy will be given to the Customer.
ARTICLE 9: MUTUAL OBLIGATIONS
9.1 Company obligations
The Company pays particular attention to the quality of its Products and carefully controls the quality of the Products it markets.
The Company undertakes to inform the Customer of any event that may compromise the supply of the Product ordered by the Customer, including if this event is attributable to a third party. The Company undertakes to use all necessary means to deliver the Product under the conditions set out in the Quotation and on the Site.
Throughout the term of these GCS, the Company undertakes to regularly inform the Customer of any useful information that may come to its attention.
9.2 Customer obligations
The Customer undertakes to comply with the laws and regulations in force and not to infringe the rights of third parties or public order.
Consequently, the Customer assumes full responsibility for the accuracy, integrity, legality, reliability and timeliness of the information transmitted to the Company under these GCS.
The Client acknowledges that the Company may under no circumstances be held liable in the event that the information transmitted is not free of rights or infringes the rights of a third party. In this respect, the Client guarantees the Company that it will pay for any condemnation, costs and fees charged to or borne by the Company to defend itself as a result of the Client's default.
ARTICLE 10: DUTY OF INFORMATION OF THE PARTIES
The Parties undertake always to behave towards each other as serious, loyal partners acting in good faith and, in particular, to notify each other without delay of any difficulties they may encounter in connection with these GTCS.
Under these conditions, the Company undertakes to respond without delay to any request for information from the Customer.
The Client undertakes, throughout the term of these GTC, to regularly inform the Company of any information that may contribute to the proper fulfilment of the purpose of the GTC and of which it may become aware during the performance thereof. The information communicated by the Client 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 French Civil Code: "The seller is liable for any hidden defects in the item sold which render it unfit for its intended use, or which impair that use to such an extent that the buyer would not have purchased it, or would only have paid a lower price for it, had he been aware of them".
Article 1648 of the Civil Code, first paragraph: "The action resulting from redhibitory defects must be brought by 6 the purchaser within two years of the discovery of the defect.
If a Customer considers that he/she has received a Product which he/she considers to be faulty or not in conformity with the Order, he/she must contact the Company, indicating the fault, within forty-eight (48) working hours of receipt of the Order, at the following e-mail address: email@example.com or by registered post with acknowledgement of receipt to the following address: Sushi Robots, 21 rue Lavoisier, 17440 Aytré, France.
It shall be the Client's responsibility to provide any justification as to the designation of any apparent defects and/or anomalies observed. The Client must allow the Company every opportunity to ascertain these defects or non-conformities and to remedy them if necessary. It shall refrain from intervening itself or having a third party intervene for this purpose.
If the defects and/or anomalies are confirmed by the Company, the latter will then send the Customer its instructions on how to proceed after having taken note of the complaint thus formulated and, if necessary, will proceed with the replacement of the Product whose lack of conformity or defectiveness the Company has been led to note.
In the event that it is impossible to exchange the Product, the Company will be obliged to reimburse the Client within fourteen (14) days of receipt of the Product. The reimbursement will be made at the Company's discretion by crediting the Client's bank account, and the Client may opt for another method of reimbursement.
11.1.2 However, the Company declines all liability in the event that the Customer does not comply with the conditions of use of the Products ordered, in particular if the Products :
- Were not transported and stored correctly;
- Have undergone poor maintenance, inappropriate use, abnormal wear and tear such as knocks, 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 takes all appropriate measures to ensure that the Customer is supplied with quality Products under optimum conditions. However, under no circumstances will the Company be held liable for any failure to perform or improper performance of all or part of the obligations set out 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, should the Company be held liable, it may under no circumstances agree to compensate the Customer for indirect damage or damage whose existence and/or quantum is not 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, which are essential conditions without which the Company would never have entered into a contract.
ARTICLE 13: PERSONAL DATA
In accordance with the French Data Protection Act of 6 January 1978 and the European Data Protection Directive (RGPD), the Customer is hereby informed that certain mandatory information is required to enable the Company to process and fulfil Orders.
This compulsory information, the failure of which would block the Order process, is as follows:
- Name ;
- First names ;
- Full postal address ;
- E-mail address ;
- Telephone number ;
The Company collects personal data only in compliance with the terms of these GCS and any legal and reasonable instructions given by the Customer.
The Company will implement all the technical and organisational measures necessary to ensure the protection of personal data. The Company undertakes to limit the amount of personal data processed from the outset.
If the Company becomes aware of a breach of rights in connection with the processing of personal data, this breach will be notified to the CNIL within a period of no more than seventy-two (72) hours.
Any violation relating to the processing of personal data will be notified to the party concerned by e-mail within one (1) month.
Each Party will take appropriate technical and organisational measures to prevent the unauthorised or unlawful processing of personal data or its accidental loss, destruction or deterioration.
The personal data provided will be destroyed no later than one (1) year after delivery of the Products. The Company reserves the right to retain certain data in order to justify, where applicable, the full performance of its contractual or legal obligations.
Rights of access, modification, opposition, portability and deletion
In all cases, any person concerned has the right to access, modify, oppose, port and delete personal data concerning him or her by writing to the address given in the preamble to these terms and conditions, stating his or her surname, first name, e-mail address and postal address.
In accordance with current regulations, all requests must be signed and accompanied by a photocopy of an identity document bearing the signature of the person concerned. The person concerned will be able to retrieve his/her 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, on request, within a period of one (1) month, any document containing personal data to the person concerned in order to be able to implement the right to portability. The cost of recovering the data shall be borne by the person concerned.
ARTICLE 14: PARTIAL NULLITY
If any provision of these GTC is found to be invalid or unenforceable by any court or administrative authority, the remaining provisions of the GTC will not be affected or amended in any way.
ARTICLE 15: WAIVER
No waiver by either Party, whether express or implied, whether partial or otherwise, whether temporary or otherwise, of any breach of any provision of these GTCS, shall be construed as a waiver by either Party at any other time of any breach or non-performance of that provision or of any provision of the GTCS.
Similarly, no waiver by either of the Parties to condemn the conduct of the other shall be deemed to constitute a waiver on the part of the said Party to rely on the fact that any recurrence of such conduct is a breach of these GCS.
ARTICLE 16: SECURITIES
In the event of any difficulty of interpretation between the title and the chapter of any of the Articles and any of the Clauses, the titles shall be deemed not to have been written.
ARTICLE 17: COMPLETENESS
The provisions of these GCS express the entire agreement between the Customers and the Company. They take precedence over any proposal, exchange of letters prior or subsequent to the conclusion of these GTCS, as well as over any other provision appearing in the documents exchanged between the parties and relating to the subject of the GTCS, unless an amendment is 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 force majeure, defined as any unforeseeable, irresistible event external to the Parties, as well as any act of God or external causes such as industrial disputes, intervention by civil or military authorities, or natural disasters as defined by the Civil Code.
The Parties will inform each other in writing of the occurrence of an event of force majeure and will work together to limit its consequences and duration.
For the duration of the force majeure event, performance of this Contract will be suspended. If this interruption exceeds thirty (30) days, the contract concluded between the Company and the Client may be terminated by either of the Parties without compensation on either side.
ARTICLE 19: DISPUTES AND APPLICABLE LAW
These Terms and Conditions shall be governed by and construed in accordance with French law, without regard to principles of conflict of laws.
In the event of any dispute arising from the interpretation and/or performance of these Terms and Conditions or in connection with any purchase and/or attempted purchase, the Parties agree to submit to a conventional mediation procedure or any other alternative dispute resolution method.
Any dispute that cannot be resolved amicably between the Parties concerning the interpretation, performance or termination of these GTCS shall be submitted by either Party to the exclusive jurisdiction of the Courts of the jurisdiction of the Company's registered office.