General.

• The general conditions of sale contained herein (hereinafter “General Conditions of Sale”) apply to all sales and deliveries of products under the “Illimitedshop” brand (hereinafter “Products”) made by Slcompagny (hereinafter “Products”). -hereinafter “Seller”) to its customer (hereinafter “the Buyer”). The General Conditions of Sale will apply to all transactions and deliveries between the Seller and the Buyer without it being necessary to make express reference to them or whether or not they are attached to the order. The General Conditions of Sale cancel in all respects the previous conditions and agreements between the Buyer and the Seller.
  
  
• By placing an order for a Product (hereinafter the “Order”), the Buyer accepts the General Conditions of Sale. Any dissenting terms or conditions shall not apply unless specifically agreed to in writing by Seller.
  
  
• The seller has the right, at its sole discretion, to modify the general conditions of sale.

2.Orders

2.1. The seller's offers are without obligation.

2.2. Any Order from the Buyer binds the Buyer for a period of 240 (two hundred and forty) days from the date of the Order. The Seller is free to accept or reject the order within this period in whole or in part. The sales contract (hereinafter "Contract") between the Seller and the Buyer will not be effective until the Order has been accepted by the Seller in writing, by e-mail or by fax (hereinafter " Order confirmation "). The Order is considered accepted by the Seller also with the sending of the pro-forma invoice or the delivery of the Products.

2.3 The Seller has the right to accept, reject or cancel, in whole or in part, any Order for manufacturing or production reasons, force majeure or supply difficulties and may withdraw from the Contract for the same reasons, by written notification to the Buyer. The Seller will under no circumstances be liable for any damage suffered by the Buyer in this regard.

3.Price and payment.

3.1. Product prices are net and do not include VAT or any other tax or duty. The Buyer undertakes to pay the price of the Products under the conditions agreed in the Order Confirmation and/or in the Seller's invoice.

 

3.2 The Seller reserves the right to appoint a third party company to collect its invoices. Invoices must be paid in full and on sight. In the event that, exceptionally, a payment deadline or installment payment is agreed in favor of the Buyer, non-compliance with the agreed deadline or installment results in the forfeiture of the Buyer's right and the the obligation for the Buyer to immediately pay all amounts due, without the Seller needing to send any notification to the Buyer. Any change to the payment terms specified in the Order Confirmation or in Seller's invoice must be expressly authorized in writing by Seller.

 

3.3 Failure by the Buyer to make any payment in full by the due date will result in the immediate loss of any agreed discount. In the event that the Buyer delays or omits any payment, or becomes insolvent or is in default, even towards third parties, the Seller, without prejudice to any other remedy, at its own discretion, may take one or more of the following actions: (a) suspend all shipment/delivery of the Product under the relevant Order and all other pending Orders until the full amount has been paid; (b) require the Buyer to provide a guarantee of payment within 5 (five) days; (c) assert the forfeiture of the payment term; (d) change the payment terms for all pending and future Orders; (e) cancel any Orders and deliveries not yet made, requiring immediate payment of any outstanding amount. In the event of late payment by the Buyer, an interest rate equal to the maximum rate authorized by law will be applied.

 

3.4. Buyer shall have no right of setoff or retention, except to the extent that a claim has been accepted in writing by Seller or by final court order.

4.Delivery.

4.1. The Products will be supplied and delivered in accordance with the conditions specified in the Order Confirmation. The Seller has a tolerance period of 15 (fifteen) working days to make delivery, early from the first day of the delivery window or late from the deadline of the delivery window.

 

4.2. In the event that the Product is no longer available or cannot be delivered on time, the seller will inform the customer as soon as possible. In the event that the delay exceeds the tolerance period, the Buyer has the right to terminate the Contract. In the event of termination, no penalty, indemnity or compensation will be due to the Buyer.

 

4.3. Seller is not responsible for any delay in performance or failure to perform if the delay or failure results from circumstances beyond its control. Any such delay or failure will not be considered a breach of contract and the time for performance will be extended by a period equivalent to the duration of such event or circumstance. If such force majeure event continues for a period of more than 60 (sixty) days, either party may cancel the Order by written communication to the other.

 

4.4 Partial deliveries of Products included in the same Order are permitted, provided that the Products can be used separately.

5.Refusal of delivery.

5.1. The Buyer has the right to cancel the Order within 14 (fourteen) days from the date of the Order. If the Buyer decides to cancel an Order after this term, the Buyer must pay to the Seller, as a penalty, and without prejudice to claiming additional damages, an amount equal to 50% (fifty) of the total amount of the order and any other costs or expenses incurred by the seller.

6.Shipping and transfer of ownership

6.1. Unless otherwise agreed in writing, the delivery time will be the Incoterms 2010 indicated in the Order. The seller is free to decide on shipping conditions and carrier.

 

6.2 All costs, risks of loss or damage to the Products will be transferred to the Buyer at the time of delivery, according to the agreed Incoterm, unless otherwise agreed in writing between the parties. The Buyer's special requests related to the import and/or marketing of the Products (including customs procedures, export, quality and safety certification, labeling as required by local laws) will be taken into account and processed by the Seller at its own discretion. All resulting costs will be the responsibility of the Buyer.

7. Resale of products.

7.1. The Seller sets up a selective distribution system. The Buyer will operate one or more authorized physical stores ("non-virtual") in which it will sell the Products to end consumers. The Buyer must not resell the Products exclusively online. Any distribution via the Internet requires that Buyer's website matches the criteria set forth by Seller with respect to physical ("non-virtual") stores.
 
7.2 In order to preserve the image and prestige of the Products and to maintain the Seller's sales standards, the Buyer is not authorized, except with the prior written authorization of the Seller: (a) to sell the Products on online marketplaces and/or online auction platforms; (b) to promote or sell the Products via social media; (c) to purchase keywords containing the term "Unlimitedshop" on search engines, purchase banners or other advertising with links to websites located in different countries with respect to the location of the physical store ; (d) use online images, photos or videos that are the property of Seller; (e) to display the Products on any website in any manner not previously approved by Seller; (f) actively sell the Products (active sale meaning individual customers or group of customers to make sales) to end consumers or recipients who are not resident or domiciled in the country where the authorized physical stores are located; (g) to actively sell or promote the Products online in a language other than English or the local official language of the country where the approved physical stores are located; (h) sell the Products to commercial customers.

 

7.3. In order to ensure efficient management of its physical stores, the Buyer undertakes to sell a substantial part of the Products in these (“non-virtual”) stores.

 

7.4. In the event of violation of any of the above provisions of this section 7, the Seller will be entitled to demand from the Buyer, as a penalty, without prejudice to any other claim for damages, an amount equal to to the value of the seasonal Order, calculated on the basis of the average of Orders submitted by the Buyer over the last 3 (three) seasons.

8.Seller's Representatives.

8.1 Any agent or mandatary of the Seller will have no power to act on behalf of the Seller, including the power to grant territorial exclusivity or to modify these General Conditions of Sale.

9.Warranty and recourse.

9.1. The Seller guarantees that the Products are free from defects and conform to the specifications indicated in the Contract. Upon delivery, the Buyer must properly inspect the packaging and its contents, notifying the Seller of any obvious defects, damage or non-conformity within 10 (ten) days from the date of receipt of the Products. The Products are covered by a twelve (12) month warranty from the date of their delivery to the Buyer in the event of defects.

9.2. The Buyer must report any defect and non-conformity of the Products to the Seller in writing (email or fax) no later than 10 (ten) days from the day the defect was discovered.

9.3. In the event that the Seller finds that the Products are defective, the Seller may, at its sole discretion, alternatively: (a) repair the defects; (b) replace defective products; (c) refund proportionately the price paid by the Buyer. Return of any defective product must be authorized and carried out in accordance with the instructions provided by the seller. Under no circumstances will the Seller be responsible for any loss or damage to Products returned by the Buyer without any prior authorization from the Seller. This warranty does not apply to products that have been repaired or modified. Except for mandatory legal provisions, this guarantee is expressed in lieu of any other guarantee.

9.4. No claim will be accepted in the event of modification, misuse or alteration of the Products by the Buyer. In the event that Buyer modifies the Products, including by applying trademarks in a manner that violates any third party intellectual property rights, Buyer shall comply with the provisions of this warranty. If Buyer modifies the Products, including by applying trademarks in a manner that violates the intellectual property rights of third parties, Buyer will be directly and exclusively liable; in such event, the Buyer will indemnify the Seller and hold it harmless from any claims, losses, damages, liabilities, penalties, punitive damages, caused by its negligent or willful acts or omissions.

9.5. Any claim or complaint regarding defects or non-conformity of the Products will not relieve the Buyer of its payment obligations.

10.Liability.

10.1. Buyer shall have no rights or remedies additional to those specified in Section 9. Seller shall not be liable for any costs, direct or indirect damages, lost profits suffered by Buyer as a result of the use or non-use of the Products, except in cases of willful misconduct or gross negligence.

10.2. The Seller cannot be held responsible for damage caused directly or indirectly by a delay in delivery or failure to deliver the Products.

10.3. The Seller's catalogs, price lists and other promotional content are without obligation. The Seller will not be responsible for any errors or omissions contained in its price list or promotional materials. The Seller will be free to modify, cancel or withdraw the Products from the market for any production, commercial or supply reason.

11.Intellectual property rights.

11.1. All rights in trademarks, models, designs and copyrights used in connection with the Products supplied by the Seller remain the exclusive property of the Seller. The Buyer undertakes not to make any modification, alteration or change to the Products or to affix any other mark or sign to these Products, including any alteration or change of mark. The Buyer undertakes not to make any modification, alteration or change to the Products and not to place any other mark or sign on these Products, including any modification or change to the labels or hangtags.

12. Applicable law

12.1. The General Conditions of Sale and any other contract between the Buyer and the Seller will be governed by French law, excluding the United Nations Convention on the International Sale of Goods (CISG).

12.2. Any dispute arising from these General Conditions of Sale or in connection with them will be brought exclusively before the courts of Paris (France).

12.3. The Seller may, however, at its discretion, choose to waive the jurisdiction of the courts of Paris (France), to bring an action against the buyer before any competent court of the buyer's domicile.

13.Privacy policy.

The Seller undertakes to process the personal data collected during the execution of the Contract in accordance with the provisions of the European Regulation (Reg 2016/679) and the French Regulation regarding confidentiality. The Seller is the controller of personal data. The Buyer's personal data is collected and processed exclusively for the proper execution of the Contract under these General Conditions of Sale. By signing these General Conditions of Sale, the Buyer authorizes the Seller to process his personal data and transfer them abroad, even to non-EU countries. The Buyer is, at any time, entitled to require the Seller to update, rectify, integrate or cancel his data.