GENERAL CONDITIONS OF SALE
Article 1: DESIGNATION
The Vendor is SODIKART SAS, listed in the NANTES Register of Trade and Companies as No. 320 922 800, with its registered office at Parc d’Activités des Hauts de Couëron – BP 60 - 44220 COUËRON – France.
The Purchaser is the Vendor’s customers, whether acting on a professional basis or as individuals.
Article 2: SCOPE - INFORMATION - AGREEMENT
These General Conditions of Sale (hereinafter the "GCS") are the sole basis of the trade negotiations between the Vendor and the Purchaser.
Their purpose is to set out the terms under which the Vendor supplies its Products to the Purchasers and they apply, unconditionally and unreservedly, to all sales made by the Vendor to the Purchasers, whether direct or through its online store, www.itakashop.com (hereinafter referred to as the "Website").
Pursuant to Article L. 441-6, paragraph 1 of the French Commercial Code, the GCS are systematically forwarded to any Purchaser upon request so that said Purchaser can place an order with the Vendor. They can also be accessed on the Website.
Any Product order sent to the Vendor implies, on the part of the Purchaser, unreserved acceptance of these GCS, acknowledgement of full awareness of said GCS and waiver of the right to apply own terms of business.
The Vendor reserves the right to modify the GCS at any time. In such cases, the GCS applicable to the Purchaser are those in force on the date the order is placed.
Article 3: SPECIAL CONDITIONS OF SALE
The special conditions granted to the Purchaser only apply if they have been approved, in advance, by the Vendor. Only the points specifically mentioned in said express prior, written agreement constitute a waiver of the GCS which, in all other respects, applies in full.
Article 4: DEFINITION, USE AND AVAILABILITY OF THE PRODUCTS
4.1. Product Features
The Products offered for sale by the Vendor, both in its brochures and catalogues and on the Website, are described as accurately, and in as much detail, as possible. The Purchaser alone is responsible for choosing and purchasing a Product, referring to the Product description in brochures, catalogues or on the Website, to identify its main features prior to placing any orders. It is also Purchasers’ responsibility to request any additional information required to check that the Product meets their needs and corresponds to the use for which it is intended. Product photos, irrespective of their medium, are not contractually binding.
The Product offers shown by the Vendor in its brochures and catalogues, as well as on its Website, are valid while stocks last.
The vendor reserves the right to withdraw or modify a product, at any time, without prior notice.
Should all, or some, of the Products prove to be unavailable after the order has been placed, the Purchaser will be notified that the Product(s) is/are unavailable and that the entire order, or part of the order, has been cancelled.
In the event of full, or partial, cancellation of the order:
- The order is approved and the Purchaser’s bank account debited for the full amount of the order;
- The Vendor informs the Purchaser that the order has been cancelled and offers to renew the order, unless the Product is not available;
- The Products that are available are delivered to the Purchaser;
- The Purchaser is reimbursed for the price of the Product that has been ordered but is unavailable as soon as possible and, at the latest, within 30 days of payment being made.
Pursuant to Article L. 121-11 of the French Consumer Code, the Vendor reserves the right to refuse, for any legitimate reason, any order placed by a Consumer purchaser that it has reason to suppose is conducting a business activity in relation to the Products ordered or, more generally speaking, including in relation to Professional buyers, any abnormal order within the meaning of related case law.
Article 5: ORDER
5.1. Website sales
Purchasers can select one or more Products from the different categories available on the Website.
Before confirming their order, Purchasers shall check the details of their draft order and correct any errors.
Once a firm order has been placed, Purchasers are deemed to have knowingly accepted the contents and terms of their order, these GCS, the fact that their order involves an obligation to pay, as well as the prices, volumes, features, quantities and delivery times of the Products offered for sale and ordered by the Purchaser.
Any firm Website order placed by the Purchaser constitutes the formation of a distance selling contract between the Vendor and the Purchaser. Once Purchasers have placed a firm order, they can no longer cancel and the order is final (subject to the Consumer purchaser’s right of withdrawal under the terms provided for by the "Right of withdrawal” clause below).
Firm orders placed by the Purchaser are confirmed by the Vendor by email.
Upon receipt of confirmation that their order has been accepted by the Vendor, Purchasers are responsible for checking the accuracy of the order and notifying the Vendor of any errors immediately, the confirmation being presumed to conform to the order unless a written complaint is received from the Purchaser within 48 hours of its receipt.
5.2. Physical sales
The order shall be made in writing by any means (letter, email, fax) duly signed by the Purchaser. To be valid, the order shall be complete and shall specify the quantity and nature of the Products.
Orders placed by the Purchaser subsequent to a prior offer issued by the Vendor shall conform to said offer, in every respect, otherwise the Vendor reserves the right to refuse to honour all, or part, of the order that does not conform to said offer.
In any event, the sale is only valid once it has been expressly accepted, in writing, by the Vendor, as evidenced by a written order acknowledgement (letter, email, fax).
Upon receipt of the order acknowledgement, Purchasers are responsible for checking that the order recorded by the Vendor matches their purchase order and for notifying the Vendor, immediately, of any errors, the acknowledgement being presumed to conform to the order unless a written complaint is made by the Purchaser within 48 hours of its receipt.
Article 6: PRICE
Unless otherwise specified in writing and approved in advance by the Vendor, the prices shown are those of the price list in force on the date the order is placed. This price list may be amended by the Vendor, at any time, without prior notice. The prices in the catalogue are EXW, inclusive of VAT, excluding packaging and delivery charges.
Article 7: SALES REBATES AND ALLOWANCES
Professional buyers may receive the rebates and allowances shown in the Vendor's price list, depending on the quantities purchased or delivered by the Vendor in one single delivery, to one location, or depending on the regularity of their orders.
Article 8: PAYMENT
Any order implies a payment obligation.
Unless otherwise specified, in writing, by the Vendor, the price of Products ordered on the Website is payable in full, in one payment and without discount, when the order is placed by the Purchaser, irrespective of the delivery method selected.
The Purchaser can pay for Products ordered on the Website using one of the following methods:
- bank card;
- by PAYPAL;
- by gift voucher, given that gift vouchers distributed during competitions cannot be combined and are only valid for specific accounts, gift vouchers distributed during National Series Karting (NSK) and Challenge Rotax are limited to one voucher per order, and that gift vouchers distributed during FFSA events are limited to one voucher per customer account.
For other orders, in the event of payment by cheque, the Purchaser's payment will not be deemed final until the cheque has cleared and the Vendor has received the amounts owing.
Cash On Delivery payments are made by cheque made payable to the Vendor, either paid at the post office or handed to the deliveryman. Payments by bank card are made by entering the Purchaser’s card number, whose account is debited, in the currency and at the rate of exchange in force at the bank in question. The Vendor is credited in EUROS.
No discount is given for payment in cash, nor for payment prior to the scheduled due date.
Should the Purchaser's credit rating be downgraded, the Vendor reserves the right to modify the terms of payment, demand guarantees or a cash payment, before processing the order.
Article 9: LATE PAYMENT OR NON-PAYMENT
Any late payment of amounts owing by the Purchaser after the payment deadline shown on the invoice sent to it shall automatically result, without any formalities or prior formal notification, and without prejudice to any course of action that the Vendor may be entitled to pursue, in:
- outstanding amounts falling due immediately;
- demand, under a penalty clause, for compensation of 10% of the amounts due, exclusive of VAT;
- demand for a fixed fee of €40 to cover recovery costs, the Vendor reserving the right to ask the Purchaser for additional compensation should the recovery costs actually incurred exceed this amount, subject to the presentation of documentary evidence;
- the application of late payment interest at the contractual rate which is the legal rate of interest, plus 5 percent,
- the application of the retention of ownership clause set out below, at the Vendor's discretion.
In the event of late payment, the Vendor reserves the right to suspend all outstanding orders place by the Purchaser, in accordance with the provisions of Article 1219 of the French Civil Code.
Should payment still not have been made within 8 days of a formal demand for payment, sent by recorded delivery letter, stating the intention to apply this clause, remain unheeded, the sale shall automatically be cancelled, at the Vendor's discretion. Said Vendor may ask for the Products to be returned and may keep any down payments made as compensation, without prejudice to any other compensation payments.
Article 10: PERSONAL DATA
In accordance with Law No. 78-17 of 6 January 1978, amended by Law No. 2004-801 of 6 August 2004 on data protection, on 06/04/2015the Vendor made a prior declaration (declaration No. 10 86 86 3) to the French Data Protection Authority (CNIL) regarding the processing of its Purchasers’ personal data, in accordance with simplified standard No. 48 (CNIL deliberation No. 2005-112 of 7 June 2005 leading to the creation of a simplified standard on automated processing of personal data relating to the files of customers and prospective customers – OJ No. 149 of 28 June 2005).
In the event of the purchase being made on the website direct, the Vendor collects and processes personal data, as well as managing the cookies policy. These cookies make it possible to monitor purchasers’ browsing habits, to update their baskets and to recognise them on their next visit as well as securing their connection.
Article 11: DELIVERY
Delivery is made in accordance with the order, either by direct handover of the Product to the Purchaser, or by simple notification of availability, either by delivery to a forwarding agent or to a carrier in the Vendor's local area.
Whatever the delivery method selected by the Purchaser, the Products ordered under the GCS are delivered to the address indicated by the Purchaser as the delivery address on the order in question, the Purchaser being obliged to provide precise details of the various address components and being responsible for any related inaccuracies or errors.
11.2. Delivery time
The Products are delivered within the deadlines stated on the order and confirmed by the Vendor’s email, subject to total or partial lack of availability of the Products as set out in the "Availability" clause above.
Delivery times depend on the delivery service selected, the delivery address indicated by the Purchaser as well as the date on which payment is received.
Any delivery may be subject to prior fulfilment by the Purchaser of its payment obligations in relation to previous invoices that are still outstanding.
Missed delivery deadlines shall not entitle the Purchaser to compensation of any kind, nor to any price deduction or cancellation of any orders in progress.
11.3. Legal provisions in the event of delivery deadlines being missed in respect of Consumer purchasers
Pursuant to Articles L. 216-2 and L. 216-3 of the French Consumer Code, in the event of the delivery deadline indicated on the order placed by a Consumer purchaser being missed due to any reason other than force majeure or as a result of the Purchaser’s own actions, said Purchaser shall be entitled to cancel the order under the following circumstances:
- after sending a formal demand to the Vendor’s Customer Service department for delivery to be made within a reasonable additional period of time and provided that said formal demand remains unheeded;
- if the Purchaser proves that this delivery deadline was an essential requirement of its Order.
The formal notification or demand for cancellation of the order shall be addressed by the Purchaser to the Vendor by recorded delivery letter to the address indicated in the "Designation” clause above.
In the event of the sale contract being cancelled under the aforementioned circumstances, the Vendor shall reimburse the Purchaser for all the amounts paid, at the latest, within 14 days of the date on which the contract was terminated.
Article 12: ACCEPTANCE
The Purchaser is responsible for checking the apparent condition of the package and the Products upon delivery.
Should there be any anomaly in relation to the package (damaged, open, etc.) or the Products ordered (missing, damaged, faulty, non-compliant, etc.), the Purchaser shall, without fail, report the damaged or missing items, and submit any claims or reservations to the Vendor’s Customer Service department, by recorded delivery letter or email, as soon as possible and, at the latest, within 3 working days of receiving the Products.
The Purchaser shall also notify the carrier of said anomaly, in accordance with the deadlines and in the form that may have been set by the latter and, at the latest, within 3 working days.
The Purchaser shall provide any evidence of the defects or anomalies noted (especially photographs) and shall give the Vendor every opportunity to investigate these defects and to find a solution.
Once 3 working days have passed since receipt of the Products and in the event of failure to perform such formalities on the part of the Purchaser, no claims can be validly accepted and the Products delivered by the Vendor shall be deemed to be free from any obvious defect and compliant with the order, both in terms of quantity and quality.
Article 13: RETURNS
Subject to Consumer purchasers exercising their right of withdrawal, any Product return shall be expressly approved, in advance and in writing, by the Vendor. Any Product returned without such approval shall be kept at the Purchaser’s disposal and shall not result in any credit or compensation being given.
The Purchaser is responsible for the costs and risks of return.
No returns shall be accepted once 15 days have elapsed since receipt of the Products.
Products shall be returned in their original packaging, unused and accompanied by the original delivery note.
If, after receipt and inspection of the goods, the Vendor confirms that they are indeed non-compliant or defective, they will be exchanged or a credit note will be compiled, at the Vendor's discretion.
Article 14: TRANSFER OF OWNERSHIP
Ownership of the Products shall only be transferred to the Purchaser upon receipt of payment in full.
Article 15: TRANSFER OF RISKS
15.1. For Consumer purchasers:
Whatever the date of transfer of ownership of the Products, related risks of loss and deterioration shall only be transferred to the Consumer purchaser once physical possession of the Products is actually taken, transportation of said Products being at the Vendor's own risk.
15.2. For Professional buyers:
As soon as the Products are dispatched from the Vendor’s warehouses, any risk of loss and deterioration in relation to the Products is transferred to the Purchaser, even if the transport is paid for by the Vendor.
If necessary, the Purchaser is responsible for taking out insurance to cover the Products being delivered against any risks likely to result in their loss or deterioration and for exercising any right of recourse against the carrier in the event of damages being noted to packages, under the terms provided for in the "ACCEPTANCE" clause above.
Article 16: RIGHT OF WITHDRAWAL (for Consumer purchasers only)
Pursuant to Article L. 221-18 of the French Consumer Code, Purchasers have 14 days from receipt of the Product ordered on the Vendor's website in which to exercise their legal right of withdrawal in respect of the Vendor, without having to give a reason for the decision to withdraw.
Purchasers shall inform the Vendor, within the aforementioned 14-day period, of their wish to withdraw by sending the Vendor a withdrawal form, a template for which is shown at the end of these GCS, by email or by post.
The Purchaser shall then return the Product to the Vendor in perfect condition, without undue delay and, at the latest, within 14 days of notification of its decision to withdraw,
using the original packaging and sending the package by recorded delivery post to the Vendor's address.
Pursuant to Article L. 221-23 of the French Consumer Code, the direct cost of returning the Product shall be borne by the Purchaser.
Should Purchasers exercise their right of withdrawal in the form and within the deadlines provided for in this article, they may obtain a refund of the price of the Product returned as well as the delivery costs of the order, from the Vendor, at the latest, within 14 days of the date on which the Vendor was informed of the Purchaser's decision to withdraw.
The Vendor may defer reimbursement until the Product to which the withdrawal relates has been recovered or until the Purchaser has provided proof of having sent back the Product, whichever is the earliest.
The Vendor shall make this refund using the same method of payment as that used by the Purchaser for the original transaction, unless the Purchaser expressly agrees otherwise and provided that the refund does not incur costs for the Purchaser.
The right of withdrawal does not apply to Products packaged according to the Purchaser's own specifications or that have been clearly personalised, as well as Products whose sealing has been opened by the Purchaser after delivery and which cannot be sent back for health and safety reasons.
Article 17: INTELLECTUAL PROPERTY
All items of information contained in catalogues, sales or technical brochures,quotes, projects and studies, as well as on the Vendor's Website and, including but not limited to, the general body of the website, text, photographs, animated or unanimated images and downloaded items are, and remain, the exclusive intellectual property of the Vendor.
Any total or partial reproduction, amendment or use, for whatever reason and on whatever medium, of the items of information contained in catalogues, sales or technical brochures or any content appearing on the Vendor's Website, is strictly prohibited without the Vendor's express, prior, written approval.
Any simple or hypertext link to the Vendor’s Website is strictly prohibited, without the Vendor’s express, prior, written approval.
Article 18: RETENTION OF OWNERSHIP
The transfer of ownership of Products sold is subject to the effective and full payment by the Purchaser, on the scheduled due date, of the principal, interest and costs. Any late or non-payment gives the Vendor the right, at its discretion, to take back the Products immediately or to cancel the contract, retaining any advance payments already received as compensation, without prejudice to any other reparation.
Purchasers shall then continue to be responsible, without recourse against the Vendor, for costs already incurred between initial receipt of the Products and their return, in full, to the Vendor.
Since the Products continue to be owned by the Vendor until full payment of the sums owing, the Purchaser is prohibited from disposing of said Products, particularly for the purposes of resale, or from processing said Products or from using them as collateral.
If the Products have been processed or integrated into other items, the latter become the Vendor's property as a security until the price has been paid in full.
Since the Products continue to be owned by the Vendor until full payment of the sums owing, the Purchaser is prohibited from disposing of said Products for the purposes of resale or processing.
Article 19: GUARANTEES
The Products offered by the Vendor are:
- guaranteed against hidden defects, as defined by Article 1641 et seq. of the French Civil Code;
- covered by a legal guarantee of conformity, as defined by Article L. 217-4 et seq. of the French Consumer Code, where the Purchaser is acting in the capacity of consumer.
The following are not covered by the aforementioned legal guarantees:
- Products that have been modified, repaired, integrated or added by the Purchaser;
- Products with obvious defects upon delivery;
- and Products damaged during transportation or due to incorrect use.
19.1. Legal guarantee against hidden defects
The Vendor is bound by the guarantee against hidden defects covering the Products sold where said defects render the Products unfit for the purpose for which they were intended by the Purchaser, or which diminish this use to such an extent that the Purchaser would not have purchased the Products or would only have paid a lesser price for them, if such defects had been known.
In the event of a Product having a hidden defect at the time of sale, the Purchaser has two years from discovery of said defect in which to invoke the Vendor's guarantee.
The Vendor then agrees, at the Purchaser's discretion, once the defect has been assessed:
- either to reimburse the Purchaser for the full price of the Product that has been returned;
- or to reimburse the Purchaser for part of the Product price if the Purchaser decides to keep the Product.
19.2. Legal guarantee of conformity for Consumer purchasers
The Vendor is responsible for Products that are non-compliant upon delivery, as well as for non-compliance as a result of packaging, assembly instructions or installation where it is contractually liable for installation or where installation is carried out under its responsibility.
In order to comply with the contract, the Product shall:
1) Be fit for the use ordinarily expected of a similar product and, where applicable:
- correspond to the description given by the Vendor and possess the qualities that the Vendor displayed to the Purchaser in the form of a sample or model;
- display the qualities that a purchaser may legitimately expect as a result of public declarations made by the Vendor, the Manufacturer or by its representative, notably in advertising or labelling;
2) Or have the features set out by mutual agreement between the Vendor and the Purchaser or be fit for any special use sought by the Purchaser, of which the Vendor was made aware and to which it agreed.
Action for non-compliance can only be instituted within two years of delivery of the goods.
Under the legal guarantee of conformity, the Vendor agrees, at the Purchaser's discretion:
- depending on the stocks available, either to replace the Product with an identical product; - or to reimburse the price of the Product should it prove impossible to replace.
Article 20: LIABILITY
Before placing an order, Purchasers declare that they have full legal capacity, enabling them to be bound by these GCS. The Vendor cannot, under any circumstances, be held responsible for checking Purchasers’ legal capacity, such that should persons without legal capacity order the Vendor's items, their legal guardians would be fully liable for said order and, in particular, for honouring payment of the purchase price.
20.2. Limitation of liability
The Vendor cannot be held liable for obligations arising from the GCS in the event of failure to meet its obligations being caused by a third party, even if this was foreseeable, due to the fault of the Purchaser or the occurrence of force majeure as defined by Article 1218 of the French Civil Code.
Information accessible on the Website is issued as it stands, with no guarantees of any kind as to its fitness for the Purchaser's planned use.
In any event, the Vendor cannot, under any circumstances, accept liability for direct, or indirect, damage caused by the Product and, including but not limited to, the following situations:
- if the Product is used in unsuitable or unusual conditions or contrary to the instructions for use of the Product supplied by the Vendor or different from those specified in the quote and/or for which the Product was manufactured;
- in the event of faulty maintenance and/or maintenance not in accordance with the maintenance instructions supplied by the Vendor;
- if the Product has been modified by the Purchaser or by any third party and this was not planned or specified by the Vendor;
- normal wear and tear of the Product.
Article 21: USE OF CUSTOMER ACCOUNT FOR ONLINE SALES
Purchasers agree to keep online transactions secure, in particular, by not disclosing their user name and/or password which shall be kept strictly confidential. On this basis, the Vendor cannot accept liability for disclosure by Purchasers of personal information to any individual using their user name and/or password.
Use of the Purchaser’s user name and/or password serves as proof of the Purchaser’s identity and provision of a bank card number and final order confirmation are proof of the Purchaser’s acceptance of said order and that the corresponding amounts are owing.
The Vendor cannot accept any liability in the event of fraudulent use of this information.
Unless proven otherwise, the data recorded in the Vendor’s IT system act as evidence of all communications, orders and payments between the Purchaser and the Vendor.
Article 22: FORCE MAJEURE
The Vendor cannot accept liability for delayed or non-fulfilment of its obligations due to unforeseen circumstances or events beyond its control, in particular natural events, deeds or acts of government or public authorities, labour disputes, fires, or the non-arrival of supplies.
Article 23: OTHER PROVISIONS
Should one or more provisions of the GCS prove to be invalid or be declared as such in application of a law, a regulation or as a result of a final ruling of a competent court, the other provisions shall retain their full force and scope.
The fact that the Vendor or the Purchaser has not taken action against the other for failure to meet any one of the obligations referred to under the GCS cannot, in the future, be interpreted as a waiver of the obligation in question.
Article 24: APPLICABLE LAW
By express agreement, these GCS and the transactions arising from it are governed exclusively by French law, whatever the Purchaser’s country of residence, the place where the order was placed or the delivery location of the Products.
Article 25: COMPLAINTS - DISPUTES
25.1. Consumer purchasers
For any complaints about Product orders, Purchasers are invited to contact the Vendor’s Customer Service department:
- By telephone: +33(0)2 40 38 26 20
- By fax: +33(0)2 40 38 26 21
- By email: email@example.com
- Or by post:
SODIKART Customer Service
Parc d'Activités des Hauts de Couëron
11 rue des imprimeurs
Any disputes that may result from purchase or sale transactions entered into in accordance with these GCS and concerning their validity, their interpretation, their performance, their cancellation or their consequences and repercussions, in summary proceedings or in proceedings on the merits, even in the event of multiple defendants, and which cannot be settled out of court by the Vendor and the Purchaser, shall come under the sole jurisdiction of the competent French courts, in accordance with the rules laid down by the French Code of Civil Procedure.
25.2. Professional buyers
Any dispute that may result from these GCS concerning their validity, their interpretation, their performance, their cancellation, their consequences and repercussions, shall come under the sole jurisdiction of the NANTES (44) Commercial Court, whether in summary proceedings or proceedings on the merits, including in the event of the introduction of third parties or multiple defendants, without any jurisdiction clause that may appear in the Purchaser’s documents being able to prevent this clause from being applied.
General terms of sale applicable as at 20/06/2018
Annex – Withdrawal form
Please only complete and return this form if you wish to withdraw an order that you have placed on the websitewww.itakashop.com, without exclusions or limits on the exercise of the right of withdrawal provided for in the GCS applicable.
For the attention of:
SODIKART Customer Service
Parc d'Activités des Hauts de Couëron
11 rue des imprimeurs
Or by email: firstname.lastname@example.org
I hereby notify you of my withdrawal from the contract for the sale of the goods listed below:
Ordered on …………………………………… /Received on …………………………………(*)
Order number: ……………………………………………………………………
Name of consumer/s: ………………………………………………………………
Address of consumer/s: ………………………………………………………………
Signature of consumer/s (only in the event of this form being submitted in hard copy):
(*) Delete as applicable