Article 1 : General
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 CINDARELLA, NESS or PALLADIUM or any other brand or product distributed by CINDARELLA COIFFURE SA (RCS Melun 421 255 373) (hereinafter “CINDARELLA”). 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 catalogues or flyers issued by CINDARELLA for its brands CINDARELLA, NESS or PALLADIUM, the content of which is only indicative.
No special conditions or any stipulation to the contrary may, except with the express prior written consent of CINDARELLA, prevail over these General Terms and Conditions of Sale and will be inoperable to CINDARELLA no matter when it may have been brought to her knowledge. The fact that CINDARELLA would not at any time avail itself of the stipulations of these General Conditions of Sale, shall not be construed as a waiver of CINDARELLA to subsequently avail himself of these conditions.
The goods, even when they are sent to the Customer by CINDARELLA, are sold Ex-Works (Incoterms 2023), ex-factory of Combs la Ville, rue Pierre and Marie Curie 77380 France, and are payable from this shipment. The goods travel at the risks and perils of the recipients, restored doorstep, the receiving Customers must exercise all recourse to this title against the carriers.
Brochures, catalogues and any other sales support, in this included photographs illustrating products in the commercial documentation, do not constitute a contractual document.
Article 2 : Products
These Terms and Conditions apply to products distributed by CINDARELLA under the CINDARELLA, NESS, PALLADIUM and other distributed brands. The photographs illustrating the products in the commercial documentation do not constitute a contractual document.
Article 3 : Order
Orders become definitive only after written confirmation (order receipt) from CINDARELLA. 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.
Any modification or order resolution requested by the Customer can only be considered if it has been received in writing thirty (30) days before the scheduled date for the shipment of the products and is subject to the agreement of CINDARELLA. In addition to this, CINDARELLA informs the Customer that its suppliers can and reserve the right to :
- 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.
- to modify the models defined in its prospectuses or catalogues that could have been sent by CINDARELLA to the Customer without notice.
Article 4 : Prices
The products are supplied at the price in force at the time of receipt by CINDARELLA of the order form signed by the Customer and agree, unless otherwise stipulated, excluding taxes, ex-factory. Any taxes, duties or other benefits to be paid according to the French regulations or those of an importing country or a country of transit, shall be the exclusive responsibility of the Customer.
Article 5 : Processing Times
Accepted orders are processed according to availability and order arrival. In particular CINDARELLA is authorised to process orders and to deliver products in whole or in part, according to the material constraints of its supplier. CINDARELLA 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 without warranty and are provided for information purposes only.
Exceedances of these time limits may therefore not give rise to compensation or other holdbacks or 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-à-vis CINDARELLA, regardless of the cause.
Article 6 : Mode of shipping
Shipping is considered made by the restoration of the product to the Customer, to a sender mandated by CINDARELLA or to a transporter mandated by the Customer in the locals of CINDARELLA in Combs-la-Ville 77380 France or of the supplier.
Storage costs
CINDARELLA will be able to stock ordered goods for a maximum period of thirty (30) days as of the provision date written on the delivery receipt of the order. After this period, storage costs will be invoiced as 1% of the order net value (shipping excluded) by month. Please note that the value is due from the first day of the month. Goods will be ready for shipping once the invoice amount and storage costs are entirely paid.
Article 7 : Risks
The transfer of risks on the products takes place as soon as they leave the suppliers’ warehouse or, when necessary, CINDARELLA’s locals. It follows that all products even shipped free of port, travel at the risk 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 case of damage or lack of it, to make any necessary findings and to confirm its reservations by an act of acceptance (specifying the details of the damage on the signed receipt) and by registered letter to the carrier within two (2) of receipt of the goods, a copy being addressed to CINDARELLA.
Article 8 : Guarantees – general
Legal guarantees
All marketed products by CINDARELLA COIFFURE SA including products of brands CINDARELLA NESS or PALLADIUM are sold with a two (2) years compliance guarantee, as date of the receipt, against manufacturing defect (except stipulation on the quote or definitive invoice.) This warranty is limited to the shipment of free replacement part, the repair of the product in the factory or of the item recognized as defective by our services or the supplier involved, after examination, to the exclusion of any other compensation. Any product that might benefit from the warranty must first be submitted to the After-Sales Service of the involved supplier and subject to the prior approval of CINDARELLA for any replacement of incriminated parts, which have to be returned carriage free.
Commercial guarantees
Products are sold with an additional commercial guarantee uniquely for the (free) shipping of spare parts of defective products, excluding every other compensation, during 2 years for the spare part, three (3) for the pipework hosepipes and handheld shower head, and five (5) years for structures of shampoo units, as date of the receipt.
Defects and deterioration caused by normal use, natural wear and tear, or by an external accident (improper installation, defective maintenance, abnormal use), or by a modification of the product not provided for or specified by the documentation provided by each CINDARELLA brand, NESS or PALLADIUM are excluded from the legal or additional guarantee. Likewise, the guarantee won’t be effective for the apparent defects, in that case, the Customer has to prevail with the « Claims » paragraph.
CINDARELLA strongly advises Customers to have the equipment sold by CINDARELLA, installed and maintained by a recognized and qualified professional who can comply with the standards in force, the Unified Technical Documents according to the rules, which is essential for the proper functioning, durability and the security of sold products.
In case of non-compliance with this recommendation, CINDARELLA is not responsible and excludes every guarantee for the damage coming from an installation, a use, or a maintenance non-compliant with the applicable standards or with the Unified Technical Documents.
Replacements under the guarantee shall not have the effect of extending the duration of the guarantee. The presentation of the guarantee certificate or the invoice will be strictly required when the guarantee is invoked.
Article 9 : Exemption from Liability - Force Majeure
CINDARELLA may not be held liable in the event of non-performance, 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 will also be authorized, in case of major force (as defined by the caselaw 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 will keep the Customer informed, in promptly, 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.
Article 10 : Claims
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 fifteen (15) 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.
Article 11 : Returns
Any return of a product must be subject to a formal agreement of CINDARELLA, and in this case, it must be sent by the customer to CINDARELLA at Combs-la-Ville 77380 or directly to the supplier, on the instruction of CINDARELLA to the Customer. Every product returned without this instruction would be held at the Customer's disposal and would not result in the establishment of an asset. 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 CINDARELLA under the conditions provided for in the article entitled "Claim", the Customer may obtain the free replacement or reimbursement of products at the option of CINDARELLA to the exclusion of any compensation or damages.
Article 12 : Billing
Each delivery will correspond to an invoice. The date of exit from the warehouse of the products is both the date of issue of the invoice and the starting point of the date of due in case of payment to term.
Article 13 : Terms of Payment - Terms and Conditions
Orders are payable by a deposit of 40% at the order the balance seventy-two (72) hours before products shipping from the loading docks of the providers or of CINDARELLA, unless otherwise agreed.
In the case of a deferred or forward payment, payment within the meaning of this section is 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.
Article 14 : Delay or default of payment
In the event of late payment, CINDARELLA 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 derogation from Article 1153 of the Civil Code, give rise to the payment of late interest. Moreover, the sale may be terminated upon a simple notification of the default by CINDARELLA to the Customer and CINDARELLA may request, in particular as a reference, the return of the delivered products, without prejudice to any other damages. The resolution will not only affect the order in question but also all previous unpaid orders, whether delivered or in process of delivery and whether their payment has expired or not.
In all the above cases, the sums that would be due for other deliveries, or any other reason, will become immediately due if CINDARELLA does not opt for the resolution of the orders in progress. The Customer 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 following the formal notice, a compensation of 15% of the unpaid sums, with a minimum of €70 excluding tax, will be due.
CINDARELLA reserves the right at any time depending on the risks involved, to set a ceiling on the overdraft 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 unfavourable effect on his credit. The Customer will therefore inform CINDARELLA without delay of any event that may affect its credit, such as a capital reduction, a change of corporate representative, or a change of social mandatory or legal form.
Article 15 : Retention of title clause
The ownership 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 representation of this price by the Customer at maturity. Consequently, the ownership transfer of the sold goods is only effective when the price of full payment and ancillary prices are paid.
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 has legitimate grounds to believe that the Customer will not be able to meet the agreed deadlines, CINDARELLA, without losing any of its other rights, may require, by registered letter with acknowledgment of receipt sent to the Customer, the return of the goods at the Customer’s expense and risk.
CINDARELLA 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 lawsuit 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, 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 may exercise a resale right.
Article 16 : Intellectual property
All intellectual property rights relating to products, designs, models, logos, brands, images, photographs, illustrations, documentation and other elements provided by CINDARELLA to the Customer during the pre-contractual phase, the contract completion and posteriorly, remain the exclusive property of CINDARELLA. The Customer undertakes to not replicate, copied, sell, rent, exploited or use in any other ways the products, designs, models, logos, brands, images, photographs, illustrations, documentation and other elements provided by CINDARELLA for commercial or non-commercial purpose without permission.
The Customer undertakes to protect and defend CINDARELLA’s intellectual property against any use, claim or actions that would violate these rights.
CINDARELLA reserves the right to take legal action against anyone that would use the products, designs, models, logos, brands, images, photographs, illustrations, documentation, and other elements provided by CINDARELLA without prior written consent.
Article 17 : 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, interpretation or performance of these, and any agreements concluded with CINDARELLA, including in the event of an appeal as collateral or the plurality of the defenders, of obiter and irrespective of the method and method of payment.