Terms of Sales
GENERAL CONDITIONS OF SALE B TO B
These general conditions of sale (hereinafter the "GCS") apply to any purchase made by a professional (hereinafter the "CUSTOMER") on the website http://www.poudreorganic.fr (hereinafter the "WEBSITE") from Poudre Organic, SARL, registered in the Trade and Companies Register of Auxerre under the number 801 842 899, having its registered office at 6 bis rue Bocquillot 89200 AVALLON, France, Tel : 09 82 32 88 61, email : firstname.lastname@example.org (hereinafter the "SELLER")
Any order placed on the SITE implies the unreserved acceptance of these GTC and waiver of any general conditions of purchase of the CUSTOMER.
The terms mentioned below have the following meaning in these GTC:
- " CUSTOMER" : means the co-contractor of the SELLER, who guarantees to have the quality of a professional as defined by French law and jurisprudence. As such, it is expressly provided that the CUSTOMER is acting within the framework of its usual or commercial activity.
- " DELIVERY" : means the first presentation of the PRODUCTS ordered by the CLIENT at the delivery address indicated at the time of the order.
- " PRODUCTS" : shall designate all products offered for sale by the SELLER and available on the SITE.
- " TERRITORY" shall designate Metropolitan FRANCE and Corsica.
- " USER" : shall mean any person accessing and browsing the SITE.
These GTCS govern the sale by the SELLER to its CUSTOMERS of the PRODUCTS available on the SITE.
The CUSTOMER is clearly informed and acknowledges that these GTCs govern any order placed on the SITE by a CUSTOMER for the purchase of a PRODUCT.
3. ACCEPTANCE OF THE TERMS AND CONDITIONS
Except in the case of a written framework agreement between the SELLER and the CUSTOMER, the present GTC and those possibly agreed or negotiated are valid only for a specific sale. Their possible repetition from one sale to the next shall in no way create an acquired right for the benefit of the CUSTOMER nor any framework contract between the SELLER and the CUSTOMER.
The CUSTOMER shall carefully read and accept these GTCs before proceeding with the payment of an order for PRODUCTS placed on the SITE. These GTC are referenced at the bottom of each page of the SITE by means of a link and must be read and accepted before placing the order. The CUSTOMER is invited to carefully read, download, print and keep a copy of the GTC.
The CUSTOMER agrees to read the T&Cs with each new order, the latest version of the T&Cs being applicable to each new order of PRODUCTS.
By clicking on the first button to place the order and then on the second button to confirm the order, the CUSTOMER acknowledges that he/she has read, understands and accepts the GTC without limitation or condition.
4. CONTRACTUAL DOCUMENTS
These GTC are composed of the following contractual documents:
- The present document;
- The Annexes.
It is understood that these contractual documents explain each other. However, in the event of any contradiction or discrepancy between the terms of these contract documents, they shall prevail in the order in which they are listed above, with the higher ranking document prevailing over the lower ranking document.
5. CUSTOMER INFORMATION
The CUSTOMER will be asked to provide identifying information by completing the form available on the SITE. The sign (*) indicates the mandatory fields that must be filled in for the CLIENT's order to be processed by the SELLER.
The information that the CUSTOMER provides to the SELLER when placing an order must be complete, accurate and up-to-date. The SELLER reserves the right to ask the CUSTOMER to confirm, by any appropriate means, his identity, his eligibility and the information provided.
6.1. Characteristics of the PRODUCTS
The SELLER undertakes to present the essential characteristics of the PRODUCTS on the SITE and the information required under applicable law
Consequently, the CUSTOMER agrees to read them carefully before placing an order on the SITE.
After having read them, the CUSTOMER, under his sole responsibility and according to his own needs, chooses the PRODUCT(S) he wishes to order. The SELLER shall not be held liable in any way for this.
The availability of PRODUCTS is displayed on the SITE. Unless otherwise expressly indicated on the SITE, all PRODUCTS sold by the SELLER are new and comply with the European legislation in force and the standards applicable in France.
6.2. Ordering procedure
Orders for PRODUCTS are placed directly on the SITE. To place an order, the CLIENT must follow the steps described below.
6.2.1 Selection of PRODUCTS and purchase options
The CLIENT shall select the PRODUCT(S) of his choice by clicking on the PRODUCT(S) concerned and choosing the desired quantity or, if applicable, the characteristic of the desired PRODUCT. Once the PRODUCT is selected, the PRODUCT is placed in the CUSTOMER's basket. The CUSTOMER may add as many PRODUCTS to his basket as he wishes.
Once the PRODUCTS are placed in the shopping cart, the CUSTOMER must click on the shopping cart and check that the content of his order is correct. If the CUSTOMER has not yet done so, he/she will be asked to identify himself/herself or to register.
Once the CUSTOMER has validated the contents of the shopping cart and logged in/registered, an online form will be displayed, automatically filled in, summarizing the price, applicable taxes and delivery charges, if any.
The CUSTOMER is invited to check the content of his order(including the quantity and references of the PRODUCTS ordered, the billing address, the payment method and the price) before validating its content.
After verification, the CUSTOMER can then proceed to the secure payment of the PRODUCTS by following the instructions on the SITE and provide all the necessary information for the billing and DELIVERY of the PRODUCTS. For PRODUCTS for which options are available, these specific references appear when the correct options have been selected. Orders placed must include all information necessary for processing.
The order shall be definitively validated upon full payment of the price of the PRODUCTS ordered, in principal and accessories, it being specified that the sale concluded between the SELLER and the CUSTOMER shall however be subject to the resolutive condition that the PRODUCT ordered is available.
The order shall be cancelled if the CLIENT has not paid in full or in part for other previous orders placed on the SITE.
6.2.3. Acknowledgement of receipt
Once all the steps described above are completed, a page appears on the SITE to acknowledge receipt of the CLIENT's order. A copy of the acknowledgement of receipt of the order is automatically sent to the CUSTOMER by email, provided that the email address provided through the registration form is correct.
The SELLER does not send any order confirmation by mail or fax.
During the ordering process, the CUSTOMER will be required to enter the information necessary for invoicing (the sign (*) will indicate the mandatory fields that must be completed for the CUSTOMER's order to be processed by the SELLER).
The CUSTOMER must clearly indicate all information related to the DELIVERY, in particular the exact address of DELIVERY, as well as any possible access code to the address of DELIVERY.
The CUSTOMER must also specify the chosen method of payment.
Neither the order form that the CUSTOMER establishes online, nor the acknowledgement of receipt of the order that the SELLER sends to the CUSTOMER by e-mail, constitutes an invoice. Regardless of the method of order or payment used, the CUSTOMER will receive the original invoice upon DELIVERY of the PRODUCTS, inside the package.
6.3. Date of the order
The date of the order is the date on which the SELLER acknowledges receipt of the order online. The deadlines indicated on the SITE only start to run from this date.
For all PRODUCTS, the CUSTOMER will find on the SITE prices displayed in euros, including all taxes, as well as the applicable delivery charges.
In particular, prices include value-added tax (VAT) at the rate in effect on the date of the order. Any change in the applicable rate may affect the price of the PRODUCTS as of the date the new rate comes into effect.
The applicable VAT rate is expressed as a percentage of the value of the PRODUCT sold.
The prices of the SELLER's suppliers are subject to change. Consequently, the prices indicated on the SITE may change. They may also be modified in case of special offers or sales.
The prices indicated are valid, except in the event of a gross error. The applicable price is the one indicated on the SITE on the date the order is placed by the CUSTOMER.
The SELLER reserves the right to increase the prices if the raw material of the articles were to increase. And this even if the order is already validated by the CUSTOMER.
In case of default or delay in payment, the SELLER shall apply late payment penalties calculated as follows:
Late payment penalties = (amount of the invoice including VAT * LEGAL RATE APPLICABLE FOR THE HALF YEAR) * (number of days late in the half year / 365)
The LEGAL RATE APPLICABLE means the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
Late payment penalties are due on the day following the payment date shown on the invoice without the need for a reminder. Any CUSTOMER in a situation of late payment is automatically liable to the creditor for a fixed indemnity for collection costs in the amount of 40 euros. When the collection costs incurred are higher than the amount of this fixed compensation, the SELLER may request additional compensation, upon justification.
6.5. Availability of PRODUCTS
The unavailability of a PRODUCT is in principle indicated on the page of the PRODUCT concerned. CUSTOMERS may also be informed of the restocking of a PRODUCT by the SELLER.
In any case, if the unavailability was not indicated at the time of the order, the SELLER undertakes to inform the CLIENT without delay if the PRODUCT is unavailable.
The SELLER may, at the CLIENT's request :
- Either offer to ship all PRODUCTS at the same time as soon as the out-of-stock PRODUCTS are available again,
- Or proceed with a partial shipment of the available PRODUCTS at first, then with the shipment of the rest of the order when the other PRODUCTS are available,
- Or propose an alternative PRODUCT of equivalent quality and price, accepted by the CLIENT.
If the CUSTOMER decides to cancel the order of unavailable PRODUCTS, the CUSTOMER shall obtain a refund of all sums paid for the unavailable PRODUCTS within thirty (30) days of payment at the latest.
Delivery terms and conditions are set forth in Appendix 1.
8.1. Means of payment
The CUSTOMER may pay for PRODUCTS online on the SITE using the methods proposed by the SELLER.
The CUSTOMER warrants to the SELLER that he/she has all the required authorizations to use the chosen payment method.
It is hereby specified that all payment information provided on the SITE is transmitted to the SITE's bank and is not processed on the SITE.
8.2. Payment terms, minimum order and free shippingMinimum order, for all countries
1st order of the season: Minimum order: 2000 € HT.
Restocking: Minimum order: 500 € HT
Free shipping: 3000€ HT for the following countries: France, Belgium, Germany, Luxembourg, Netherlands, Czech Republic, Denmark, Hungary, Poland, Bulgaria, Latvia, Lithuania, Malta, Romania, Slovakia, Slovenia, Bosnia-Herzegovina, Liechtenstein
For all other countries the cost of transport is at the customer's expense according to the weight, the country of destination and the carrier's rates.For the first order of the season:
Payment with order
Pre-orders for future collections:
Payment of a 30% deposit at the time of order. The balance of 70% will be paid before shipping.
Shipping costs in case of non-reach of the free shipping:
If the amount of the order is less than the free shipping, the shipping costs are the exclusive responsibility of the CUSTOMER according to the weight and the rate of the carrier in force.
8.3. Date of payment
In case of a single payment by credit card, the CUSTOMER's account will be debited as soon as the PRODUCTS are ordered on the SITE.
If the CLIENT decides to cancel the order for unavailable PRODUCTS, the refund will be made in accordance with the last paragraph of Article 5.5 of these Terms and Conditions.
8.4. Refusal of payment
If the bank refuses to debit a card or other means of payment, the CUSTOMER shall contact the SELLER's Customer Service in order to pay the order by any other valid means of payment.
In the event that, for any reason whatsoever, opposition, refusal or other, the transmission of the flow of money due by the CUSTOMER would be impossible, the order will be cancelled and the sale automatically terminated.
9. TRANSFER OF OWNERSHIP
The SELLER retains ownership of the PRODUCTS until full payment of the price, in principal, interest and accessories, even if a payment extension is granted.
Any clause to the contrary, particularly in the CUSTOMER's general terms and conditions of purchase, shall be deemed unwritten.
In this respect, if the customer is subject to a receivership or a judicial liquidation, the SELLER reserves the right to claim, within the framework of the collective procedure, the PRODUCTS sold and remaining unpaid.
Upon DELIVERY, the CUSTOMER shall be constituted as the custodian and guardian of said PRODUCTS.
In the event of non-payment and unless the SELLER prefers to request full performance of the sale, the SELLER reserves the right to consider the sale resolved for default, after a formal notice of default has remained unfruitful for 15 days, and to reclaim the delivered goods, with return costs to be borne by the CUSTOMER and the payments made being acquired by the SELLER as a penalty clause.
10. TRANSFER OF RISKS
Unless otherwise specifically agreed between the parties, the transfer to the CUSTOMER of the risks of theft, loss, deterioration or destruction occurs at the time of delivery or in case of handing over to a carrier at the time of handing over the goods to the first carrier.
The SELLER shall be liable for any hidden defects in the PRODUCT sold which render it unfit for its intended use, or which impair such use to such an extent that the CUSTOMER would not have purchased it, or would have paid a lower price for it, had he known of them.
This warranty allows the CLIENT who can prove the existence of a latent defect to choose between the refund of the price of the PRODUCT if it is returned and the refund of a part of its price, if the PRODUCT is not returned.
In the event that replacement or repair is not possible, the SELLER undertakes to refund the price of the PRODUCT within thirty (30) days upon receipt of the returned PRODUCT and in exchange for the return of the PRODUCT by the CLIENT.
The action resulting from latent defects must be brought by the CLIENT within two (2) years from the discovery of the defect.
Except as otherwise provided by public policy, the SELLER shall not be liable for any damages of any kind resulting directly or indirectly from the use or inability to use the PRODUCTS, and in particular
- the SELLER shall not be liable for the occurrence of any special, indirect or incidental damages, such as, but not limited to, loss of production, loss of profits, even if the CUSTOMER has been advised of the possibility of such damages or losses;
- SELLER shall not be liable for loss or destruction of any property, damage or expense arising directly or indirectly from the use, misuse or inability to use the PRODUCT by CUSTOMER, either independently or in combination with any other product;
- the SELLER shall not be liable for any commercial loss of any kind;
- the SELLER shall not be obliged to provide replacement equipment under any circumstances.
In no event shall the SELLER's contractual liability, as it may be incurred pursuant to these GTC, exceed the amount of the sums paid or remaining to be paid by the CLIENT for the purchase of the PRODUCT in question.
The SELLER does not control the websites that are directly or indirectly linked to the SITE. Consequently, the SELLER excludes any liability for the information published therein. Links to third party websites are provided for information purposes only and no warranty is given as to their content.
13. FORCE MAJEURE
The SELLER shall not be liable if the non-performance or delay in the performance of any of its obligations described in these GTCs is due to force majeure. By force majeure, we mean any foreign cause, foreseeable or not, of an irresistible nature or whose effects would substantially modify the economic balance of the sale for the SELLER.
Events such as strikes, lockouts, fire, floods, riots, war, shortages of fuel, energy, transportation, materials, products necessary for the SELLER's production, etc., shall be deemed to be force majeure, even if they are only partial and regardless of the cause thereof.
14. PERSONAL DATA
The SELLER collects on the SITE personal data about its CUSTOMERS, including through cookies. CUSTOMERS may disable cookies by following the instructions provided by their browser.
The data collected by the SELLER is used to process orders placed on the SITE, manage the CUSTOMER's account, analyze orders and, if the CUSTOMER has chosen this option, to send the CUSTOMER commercial prospecting mails, newsletters, promotional offers and/or information on special sales, unless the CUSTOMER no longer wishes to receive such communications from the SELLER.
The CUSTOMER's data is kept confidential by the SELLER in accordance with its declaration made to the CNIL, for the needs of the contract, its execution and in compliance with the law.
CUSTOMERS may unsubscribe at any time by accessing their account or by clicking on the hyperlink provided for this purpose at the bottom of each offer received by e-mail.
The data may be communicated, in whole or in part, to the SELLER's service providers involved in the ordering process. For commercial purposes, the SELLER may transfer to its commercial partners the names and contact information of its CUSTOMERS, provided that the latter have given their prior consent when registering on the SITE.
The SELLER will specifically ask CUSTOMERS if they wish their personal data to be disclosed. CUSTOMERS may change their mind at any time by contacting the SELLER. The SELLER may also ask its CUSTOMERS if they wish to receive commercial solicitations from its partners.
In accordance with the law n°78-17 of January 6, 1978 relating to data processing, files and freedoms, the CUSTOMER benefits from a right of access, rectification, opposition (for legitimate reasons) and deletion of his personal data. He can exercise this right by sending an e-mail to the address: email@example.com or by sending a letter to 11-13 rue des Boucheries - Passage Manifacier - 89000 Auxerre.
It is specified that the CUSTOMER must be able to prove his identity, either by scanning an identity document, or by sending to the SELLER a photocopy of his identity document.
15. INTELLECTUAL PROPERTY
All visual and audio elements of the SITE, including the underlying technology used, are protected by copyright, trademark and/or patent law.
These elements are the exclusive property of the SELLER. Any person who publishes a website and wishes to create a direct hypertext link to the SITE must request authorization from the SELLER in writing.
This authorization from the SELLER will in no case be granted on a permanent basis. This link must be removed at the request of the SELLER. Hypertext links to the Site using techniques such as framing or in-line linking are strictly prohibited.
16. VALIDITY OF THE GENERAL CONDITIONS
Any modification of the legislation or regulations in force, or any decision of a competent court invalidating one or more clauses of these GTC shall not affect the validity of these GTC. Any such change or decision shall not authorize CLIENTS to disregard these GTC.
Any terms and conditions not expressly dealt with herein shall be governed by the usage of the retail industry, for companies whose registered office is located in France.
17. MODIFICATION OF THE GENERAL TERMS AND CONDITIONS
These GTC apply to all purchases made online on the SITE, as long as the SITE is available online.
These GTC are dated precisely and may be modified and updated by the SELLER at any time. It is however specified that the applicable GTC are those in force at the time of the order. Thus, changes to the GTC shall not apply to PRODUCTS already purchased.
18. JURISDICTION AND APPLICABLE LAW
The competent commercial court in the jurisdiction of the SELLER's registered office shall have jurisdiction over any dispute concerning the application of these GTCs, as well as their interpretation, execution and subsequent sales contracts entered into by the SELLER, or concerning payment of the price, even in the event of multiple debtors, third-party claims or referrals.
However, the SELLER reserves the right to summon the CUSTOMER before the commercial court in the jurisdiction of which the customer has his domicile.
The present GTC as well as the relations between the CUSTOMER and the SELLER are governed by French law.
However, prior to any recourse to the arbitral or state judge, negotiation will be privileged in a spirit of loyalty and good faith in order to reach an amicable agreement at the time of the occurrence of any conflict relating to the present GTC, including those concerning its validity.
The Party wishing to implement the negotiation process shall inform the other Party by registered letter with acknowledgement of receipt, indicating the elements of the dispute. If after fifteen (15) days, the PARTIES are unable to reach an agreement, the dispute shall be submitted to the competent court designated below.
Throughout the negotiation process and until its conclusion, the PARTIES shall refrain from taking any legal action against each other in connection with the dispute being negotiated. As an exception, the PARTIES shall be entitled to apply to the court of summary jurisdiction or to seek an order on motion. Any action before the summary jurisdiction or the initiation of a motion procedure shall not entail any waiver by the parties of the settlement clause, unless they expressly wish otherwise.
19. PROHIBITION and AUTHORIZATION
Customer is prohibited from selling directly or indirectly:
- 1 - On Ebay, Priceminister, Cdiscount, Amazon, Le Bon Coin, any POUDRE ORGANIC item.
- 2 - To other professionals, any POUDRE ORGANIC item.
- 3 - On the "marketplaces" without requesting prior written agreement by email to POUDRE ORGANIC.
The SELLER will also be asked for a prior written agreement in the following cases:
- 1 - the use of POUDRE ORGANIC items on "showcase" sites or not, for promotional advertising and similar purposes
- 2 - the use of POUDRE ORGANIC's logos, visuals, texts and graphic supports
APPENDIX 1 - DELIVERY POLICY
The proposed PRODUCTS can only be delivered on the TERRITORY. It is impossible to place an order for any delivery address outside this TERRITORY. The PRODUCTS are shipped to the delivery address(es) that the CUSTOMER will have indicated during the ordering process.
The time required to prepare an order and then to issue an invoice, before the shipment of the PRODUCTS in stock are mentioned on the SITE. These times do not include weekends or holidays.
An e-mail message will automatically be sent to the CUSTOMER at the time of shipment of the PRODUCTS, provided that the e-mail address in the registration form is correct.
Delivery times & costs
During the ordering process, the SELLER indicates to the CUSTOMER the possible delivery times and shipping options for the PRODUCTS purchased. The shipping costs are calculated according to the delivery method. The amount of these costs will be due by the CLIENT in addition to the price of the PRODUCTS purchased. Details of delivery times and costs are detailed on the SITE.
Methods of DELIVERY
The parcel will be delivered to the CUSTOMER against signature and on presentation of an identity document. In case of absence, the CUSTOMER will follow the indications left by the carrier designated for the delivery.
Problems of DELIVERY
The DELIVERY time indicated at the time of the order is given only as an indication and is in no way guaranteed.
Consequently, any delay in the availability of the products will not give rise to the benefit of the CUSTOMER to :
- the allocation of damages and interest;
- the allocation of penalties;
- cancellation of the order.
It is the CLIENT's responsibility to check the delivered PRODUCTS upon DELIVERY.
In the event of missing or damaged PRODUCTS or apparent non-conformity, the CUSTOMER shall make all necessary reservations on the delivery slip upon receipt of said PRODUCTS.
Otherwise, the CUSTOMER shall be deemed to have accepted the products without reservation.
The CUSTOMER shall provide any justification as to the reality of the defects noted, the SELLER reserving the right to proceed, directly or indirectly, to any observation and verification on site. The return of non-conforming PRODUCTS is subject to the SELLER's prior acceptance. Otherwise, the CUSTOMER is deemed to have accepted the PRODUCTS without reservation.
In the event of non-payment in full of an invoice that has fallen due, after formal notice has remained without effect within 48 hours, the SELLER reserves the right to suspend any current and/or future DELIVERY.