GENERAL TERMS AND CONDITIONS OF SALE RESELLERS

Our sales are subject to the present terms and conditions, which take precedence over any purchasing conditions. Placing an order implies the buyer's full and unreserved acceptance of these terms and conditions of sale. Unless formally accepted in writing by the seller, no special conditions may prevail over the general conditions of sale. In the absence of express written acceptance by the buyer, any condition to the contrary shall be unenforceable against the seller. No matter when they may have been brought to the seller's attention.

 

Should one or more clauses of these General Terms and Conditions of Sale become null and void, annulled or modified, in particular by the publication of a new law, this will not affect the validity of the other clauses, which will retain all their effects.

 

Orders are accepted subject to written and signed confirmation from the seller to the person placing the order. Acceptance may also result from shipment of the products..

 

The buyer has a period of 8 days from the date of the order in which to make any changes or withdrawals, which must be sent to the seller by registered letter. After this period, the buyer is obliged to accept the entire order.

 

Cancellation of the order by the purchaser will be considered as an abusive breach of contract, constituting a contractual fault for which the purchaser will be liable for all damages resulting from the non-execution of his obligation.

 

In this case, the seller may, at his discretion, either request forced execution of the agreement, or cancel the sale at the buyer's expense.

 

In addition, in the event of improper breach of contract, the purchaser will immediately owe a fixed contractual indemnity, exclusive of tax and all other taxes, equal to 50% of the total price of the said order.

 

 

The purchaser formally undertakes to sell the goods at the address of the place of sale indicated on the order form and consequently refrains from any retrocession to another store or on an Internet site belonging to him or to a third party, without the formal written agreement of the seller.

 

Orders will be deemed conditional if the purchaser defaults on payment between the time the order is placed and delivery.

 

Delivery is made either by direct handover of the product to the purchaser, or by simple notice of availability, or by delivery to a shipper or carrier on the seller's premises. Deliveries may be global or partial. Delivery times are indicated as accurately as possible. 

 

Exceeding delivery deadlines may not give rise to damages, deductions or cancellation of orders in progress.

 

A seller's justified inability to deliver, as a result of force majeure, or an expected delay in the delivery of raw materials or faulty delivery by its suppliers or service providers, calls the sales contract into question.

 

In this case, the buyer may not demand shipment on the previously confirmed date, nor compensation of any kind from the seller.

 

 

CASES OF FORCE MAJEURE

 

The following are considered to be cases of force majeure :

- Fire, flood or any other accident causing the complete or partial destruction of the company, its stocks or supplies, or the stoppage of its operations;

- Strikes and lock-outs, with no need to look into whose fault it was, the bosses or the workers;

- Lack of motive power or raw materials resulting from a general cause, such as transport stoppages, power cuts or engine breakdowns;

- And any other cause suspending work at the factory, without it resulting from the will of the seller;

- The events referred to in the preceding paragraph shall also be deemed to constitute force majeure when they occur in any other establishment on which the performance of the contract depends. In both these cases, proof must be provided that the company concerned was actually stopped by the events in question.

 

In all cases, goods travel at the consignee's risk. Goods are shipped carriage forward, unless otherwise agreed in writing.

 

Even in the case of goods delivered carriage paid, it is up to the consignee to check whether the contract of carriage has been properly performed and, if not, to take steps to preserve recourse against the carrier. Worth knowing :

1. If packages are missing or arrive damaged, or for any other reason, immediately establish the nature and extent of the damage on the delivery note at the time of receipt.

2. Confirm to the carrier, at the latest within 48 hours of receipt of the goods, the reasoned protest by registered letter, required under penalty of foreclosure by article 105 of the French Commercial Code, with a copy to the seller for information.  These two conditions are both absolutely necessary for the carrier to be held liable. The consignee who complains of a partial complaint or damage must establish that it existed at the time of delivery.

 

Without prejudice to the measures to be taken with regard to the carrier, complaints about apparent defects or non-conformity of the product delivered must be made to the seller by registered mail within 3 days of the arrival of the products, failing which they will be inadmissible. Non-conforming goods must be made available to the seller.

 

No return of goods will be accepted without the prior agreement of the seller, who will determine the terms and conditions. Returned goods are at the buyer's risk. The purchaser must also comply with the specifications transmitted by the seller for the return of previously accepted products.

 

Products are guaranteed against defects in materials and workmanship from the date of delivery, in accordance with articles 1641 to 1648 of the French Civil Code.

 

The risk in the goods is transferred to the purchaser as soon as the goods are notified or made available or handed over to a carrier for delivery to the purchaser. The risk is also transferred to the purchaser in the event of a retention of title clause.

 

Prices are net, ex works and exclusive of tax.

 

All confirmed orders are subject to payment of 50% of the sales price, unless otherwise agreed by the parties. This clause is decisive. Unless otherwise agreed in writing, invoices are payable in cash, net of discount. If instalments have been agreed, and in the event of non-payment, subsequent instalments will become immediately due, even if they have given rise to bills of exchange. In addition, as a penalty clause and in application of legal provisions, the purchaser will automatically be liable to pay a penalty for late payment calculated on the total amount outstanding, at a rate of interest of one and a half times the legal interest rate, without prejudice to any other damages, legal fees, costs and article 700 of the N.C.P.C. which may be claimed by the courts. Our invoices are payable to the bank accounts of SOULEIADO SAS, in accordance with the terms and conditions indicated on the front of the order form. The seller reserves the right to require guarantees, to cancel an order, or to modify the terms of payment in the event of deferred payment, unpaid bills, poor or doubtful solvency, or loss of credit insurance cover.

 

The deadlines set out in the order are binding. Any sum not paid on the due date will give rise to the payment by the customer of penalties set at one and a half times the legal interest rate.

 

These penalties are automatically payable upon receipt of the notice informing the buyer that they have been charged.

 

 

In the event of non-payment of all or part of an order on the due date, the sums due in respect of this order or other orders already delivered or in the course of delivery shall become immediately payable after formal notice of payment has been served by the seller by registered letter. In the event of late payment or non-payment, the seller reserves the right to suspend or cancel orders in progress, without prejudice to any other remedy.

The seller retains exclusive ownership of the goods delivered until full payment of their invoice price and/or all ancillary debts resulting from their delivery. The purchaser may dispose of the goods delivered subject to retention of title in the normal course of its business. Neither the purchaser, nor its agent or receiver may pledge or transfer ownership of the goods without the agreement of the seller. In the event of seizure, the purchaser, his agent or his receiver must immediately inform the seller.

 

The Souleiado trademark, as well as all figurative or non-figurative trademarks and more generally all other illustrations, images and logos appearing on the products, their accessories or their packaging sold by SOULEIADO SAS, whether registered or not, are and will remain the exclusive property of SOULEIADO SAS. 

 

Any total or partial reproduction, modification or use of these trademarks, illustrations, images and logos, for any reason and on any medium whatsoever, without the express prior consent of the seller, is strictly prohibited.

 

During the presentation of the new SOULEIADO collection (clothing, footwear, jewelry, accessories and items for the home), the Buyer may take photographs which will be reserved strictly for his personal use. The Buyer undertakes to communicate the photographs taken only to his employees or associates who have a need to know and who are bound by an obligation of confidentiality. The Buyer undertakes to ensure that its employees or associates respect this confidentiality. In particular, the Buyer undertakes not to publicly distribute these photographs, via a social network such as Facebook, Instagram, Twitter, Pinterest or by any other means.

 

All documents other than those constituting the GTCS, such as any images and photographs accompanying the product presentation texts communicated in the seller's catalog or showroom, are provided for illustrative purposes only and are not contractually binding. SOULEIADO reserves the right to make any modifications it deems necessary.

 

Prices: For each collection of products, the purchase price of the products is made available to Buyers. The prices indicated when the order is validated are the only ones applicable to the Buyer.
The current price list may be revised at any time, after prior notice to the Buyer. Any price change will automatically apply on the date indicated on the new price list.

 

Prices: Unless otherwise indicated, prices are quoted in Euros, exclusive of tax and any shipping costs.

Price reductions: Discounts and rebates granted by the seller are only those indicated on the invoice.

 

Recommended retail prices : The recommended retail price list may be communicated by the seller. Buyers are free to set their own resale prices.

 

All disputes will be settled exclusively by the Tarascon Commercial Court. This clause applies even in the event of summary proceedings, incidental claims or multiple defendants, and regardless of the method or forms of payment.

 

The law applicable to the present contract is French law. In the case of international sales, the provisions of the Vienna Convention of April 11, 1980 shall apply to all points not expressly regulated by the present general terms and conditions of sale.