These general terms and conditions of sale (hereinafter the "General Conditions of Sale") are addressed and given to each buyer (hereinafter the "Customer") for ordering CINDA-RELLA O or NESS O or PALLADIUM brand products operated by CINDARELLA COIFFURE SA ( RCS Melun 421 255 373) (hereinafter “Cindarella Coiffure”). Consequently, placing an order implies the full and unreserved adherence of the Customer to these General Conditions of Sale to the exclusion of all other documents such as catalogs or flyers issued by Cindarella Coiffure for its brands CINDARELLA, NESS or PALLADIUM, the content of which is indicative only. No special conditions or any stipulation to the contrary may, except with the express prior written consent of Cindarella Coiffure, prevail over these General Terms and Conditions of Sale and will be inoperable to Cindarella Coiffure no matter when it may have been brought to her knowledge. The fact that Cindarella Coiffure would not at any time avail itself of any of the stipulations of these General Conditions of Sale, shall not be construed as a waiver by Cindarella Coiffure to subsequently avail himself of any of these conditions.
The goods, even when they are sent to the Customer by Cindarella Coiffure, are sold Ex-Works (Incoterms 2010), ex-factory of Combs la Ville, rue Pierre and Marie Curie, and are payable from this shipment. The goods travel at the risks and perils of the recipients, made no door, the receiving customers must exercise all recourse to this title against the carriers.
These Terms and Conditions apply to products distributed by Cindarella Coiffure under the CINDARELLAO, NESSO or PALLADIUMO.
The photographs illustrating the products in the commercial documentation do not constitute a contractual document.
Orders become final only after written confirmation (order receipt) from Cindarella Coiffure. However, acceptance may also result from the shipment of the products. In any event, the signature of a purchase order definitively commits the Customer. The benefit of the order is personal to the Customer and cannot be transferred without the prior written consent of Cindarella Coiffure.
Any modification or order resolution requested by the Customer can only be considered if it has been received in writing twenty (20) days before the scheduled date for the shipment of the products and subject to the agreement of Cindarella Coiffure.
In addition, Cindarella Coiffure reserves the right:
- to make at any time any modification which it considers useful or necessary to its products, without obligation to modify the products previously delivered or being ordered; and
- to modify without notice the models defined in its prospectuses or catalogues.
The products are supplied at the price in force at the time of receipt by Cindarella Coiffure of the order form signed by the Customer and agree, unless otherwise stipulated, excluding taxes, ex-factory. Any tax, tax, duty or other benefit to be paid pursuant to the French regulations or those of an importing country or a country of transit, shall be the exclusive responsibility of the Customer.
Deliveries Terms and Conditions
The delivery is deemed to be effected by the delivery of the product to the Customer, to a shipper or to a carrier authorized by him in the premises of Cindarella Coiffure in Combs la Ville, F-77380.
Accepted orders are processed according to availability and order arrival. In particular, Cindarella Coiffure is authorized to process orders and to deliver products in whole or in part. Cindarella Coiffure will make every effort to comply with the delivery dates requested by the Customer for all regularly accepted orders.
However, delivery times are given by Cindarella Coiffure without warranty and for information. Exceedances of these time limits may therefore not give rise to damages or other holdbacks or to the cancellation of orders in progress and regularly accepted.
In any case, the delivery of the products within the time limit can only take place if the Customer is up to date with his obligations vis-â-vis Cindarella Coiffure, that it is the cause.
Exemption from Liability - Force Majeure
Cindarella Coiffure may not be held liable in the event of non-performance or misuse of the products or the improper performance of the contract of sale, either by the customer, either by the insurmountable and unpredictable fact of a third party in the contract, or by force majeure.
Cindarella Coiffure will also be authorized, in case of major force (as defined by the case-law of the Court of Cassation and, in particular, but not exclusively concerning accidents, natural disasters, lack of manpower or raw materials, strikes, wars or political events) to suspend or terminate its commitments, to extend production or delivery times, without any compensation being due to the Customer.
Cindarella Coiffure will keep the Customer informed, in a timely manner, of the occurrence of a case of force majeure and the potential impact of it on the realization of the production or delivery of the products.
The transfer of risks on the products takes place as soon as the warehouses of Cindarella Coiffure are shipped. It follows that all products even shipped free of port, travel at the risks and perils of the Customer who must, on arrival, control the quantity of them, the quality and good condition before taking delivery and to which it belongs in the event of damage or lack of it, to make any necessary findings and to confirm its reservations by act of acceptance (specifying the details of the damage on the email receipt) and by registered letter to the carrier within 48 hours of receipt of the goods, copy being addressed to Cindarella Coiffure.
Without prejudice to the provisions to be taken against the carrier, complaints about apparent defects or non-compliance of the product delivered to the ordered product or the packing slip must be made in writing, accompanied by the delivery slip, within eight days of the arrival of the products. It will be up to the Customer to provide any justification as to the reality of the defects. To remedy this, it will refrain from intervening itself or from involving a third party for this purpose. For products sold in packs, the weights and measures at the outset shall be taken as proof of the quantities delivered.
Any return of product must be subject of a formal agreement of Cindarella Coiffure, and in this case, it is sent by the French customer to Cindarella Coiffure. Any product returned wi- thout this agreement would be available to the Customer and will not result in the establish-
ment of an asset. Return costs and risks are always the responsibility of the Customer, after qualitative and quantitative verification of the returned products.
In case of apparent defect or non-compliance of the products delivered duly found by Cin- darella Coiffure under the conditions provided for in the article entitled "Complaints", the Cus- tomer may obtain the free replacement or reimbursement of products at the option of Cindarella Coiffure to the exclusion of any compensation or damages.
CINDARELLAO, NESSO or PALLADIUMO products are sold with a 2-year compliance gua- rantee against manufacturing defects.
This warranty is limited to the free replacement (shipment of the part) or repair of the product in the factory, or of the item recognized as defective by our services, after examination, to the exclusion of any other compensation. Any product to benefit from the warranty must first be submitted to the After-Sales Service of each CINDARELLAO brand, NESSO or PALLA- DIUMO and subject to the prior approval of Cindarella Coiffure for any replacement of incri- minated parts, to be returned free.
Defects and deterioration caused by normal use, natural wear and tear, or by external acci- dent (improper installation, defective maintenance, abnormal use), or by a modification of the product not provided for or specified by the documentation provided by each CINDA- RELLAO brand, NESS O or PALLADIUMO are excluded from the warranty. Likewise, the guarantee will not apply to apparent defects which the purchaser must avail himself of under the conditions of the "Claims" paragraph.
Replacements under the guarantee shall not have the effect of extending the duration of the guarantee. The presentation of the guarantee certificate (Invoice) will be strictly required when the guarantee is invoked.
Each delivery will correspond to an invoice. The date of exit from the warehouse of the pro- ducts is both the date of issue of the invoice and the starting point of the date of due in case of payment to term.
Tems of Payment - Terms and Conditions
Invoices are payable within 30 days of their issuance, unless expressly agreed otherwise. in the case of a deferred or forward payment, a payment within the meaning of this section, not the simple handing over a commercial item or cheque involving an obligation to pay, but their settlement at the agreed maturity at the time of actual collection. In case of payment by drafts, these must be returned and accepted within fifteen days following their shipments.
Delay or default of payment
In the event of late payment, Cindarella Coiffure may suspend all pending orders, without prejudice to any other course of action.
Any sum not paid by the due date shall automatically and without prior notice, by way of de- rogation from Article 1153 of the Civil Code, give rise to the payment of late interest. Moreo- ver, the sale may be terminated upon simple notification of the def iffure to the Customer and Cindarella Coiffure may request, in particular as a reference, the return of the delivered products, without prejudice to any other damages. The resolution will affect not only the order in question but also all previous unpaid orders, whether delivered or in the course of delivery and whether their payment has expired or not. In case of payment by commercial effect, the failure to return the item will be considered as a refusal even, when the payment is staggered, the non-payment of a single maturity will result in the immediate liability of the entire debt, without any formal notice.
In all the above cases, the sums that would be due for other deliveries, or for any other rea- son, will become immediately payable if Cindarella Coiffure does not opt for the resolution of the orders in progress. The Client shall reimburse all costs arising from the legal recovery of sums due, including legal costs, lawyers' fees and ministerial officers' fees.
In addition, if the Customer fails to pay within 15 days of being placed on notice, a compen- sation of 15% of the unpaid sums, with a minimum of €70 excluding tax, will be due.
Cindarella Coiffure reserves the right at any time depending on the risks involved, to set a ceiling on the overdrah of each Customer and to require certain payment periods or certain guarantees. This will be the case in particular if a change in the capacity of the debtor, in his legal or organizational structure, had an adverse effect on his credit. The Customer will the- refore inform Cindarella Coiffure without delay of any event that may affect its credit, such as a capital reduction, a change of corporate representative, a change of control or legal form.
Reservation of ownership clause
The transfer of the goods delivered to the Customer is subject to full payment of the principal and ancillary price or the receipt of bills of exchange or other securities issued as a repre- sentation of this price by the Customer at maturity. The Customer bears all risks that the goods may incur or cause.
In the event of the Customer’s failure to comply with one of the payment deadlines for the goods, whether it is the cause, or more generally in the event that Cindarella Coiffure has legitimate grounds to believe that the Customer will not be able to meet the agreed deadlines, Cindarella Coiffure, without losing any of its other rights, may require, by registered letter with acknowledgement of receipt sent to the Customer, the return of the goods at the Client’s expense and risk. Cindarella Coiffure may unilaterally and immediately have an inventory of unpaid goods held by the Customer drawn up. In addition to the costs of claims including transport costs, the Customer shall also bear the costs of litigation services and any legal and legal costs.
In the event of cessation of payments or non-payment of the price at maturity, the Customer shall not resell these goods. In addition, it undertakes to communicate to Cindarella Coiffure, in these specific cases, the names and addresses of these buyers as well as the amount of the price paid by them on which Cindarella Coiffure may exercise a resale right.
Applicable law and jurisdiction
All our sales are considered to be processed at our head office which is the place of delivery and payment. Notwithstanding any stipulations to the contrary, the Melun Commercial Court shall have sole jurisdiction to hear disputes that may arise as to the conclusion, the interpretation or performance of these and any agreements concluded with Cindarella Coiffure, including in the event of an appeal as collateral or the majority of the defenders, of obiter and irrespective of the method and method of payment.