ESOTERIX import

GENERAL TERMS AND CONDITIONS OF SARL ESOTERIX IMPORT 2019-2026

1. SCOPE OF APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE These General Terms and Conditions of Sale (GTCS) form the basis of commercial negotiation and are systematically brought to the attention of each buyer to enable them to place an order. Any order from the buyer implies unconditional acceptance of these GTCS once they have been communicated to them in accordance with professional practices.

These GTCS shall be subject to acceptance by the buyer, who must, before any order is processed, check a box to that effect after having read the document.

These General Terms and Conditions of Sale apply by right to all sales of products presented on the website https://esoteriximport.uk

The sale is deemed concluded on the date of acceptance of the order by the Seller.

Prior to this date, these terms of sale have been made available to the Buyer, as provided for in Article L. 441-1 of the French Commercial Code.

Any order implies unconditional adherence to these General Terms and Conditions of Sale, which prevail over all other conditions, except those expressly accepted by the Seller.

2. ORDERS For an order to be valid, it must specify in particular the quantity, brand, type, references of the products sold, as well as the agreed price, payment terms, place and date of delivery.

Orders are firm and final only once they have been confirmed by email.

In the event of shortage, the Seller shall respond to orders based on their order of arrival and to the extent of available stock.

The benefit of the order is personal to the buyer and cannot be transferred without the Seller's agreement.

3. ORDER MODIFICATION Any modification or cancellation of an order requested by the buyer can only be considered if it is received in writing before the products are shipped.

If the Seller does not accept the modification or cancellation, any deposits paid may only be refunded in the form of credit notes.

It is not possible to modify an already validated order, particularly by adding products.

4. PRICES Products are supplied at the prices in force at the time the order is placed, expressed in euros and including VAT applicable on the day of the order; any change in the rate may be passed on to the price of the products or services.

The applicable price is that in force on the day of delivery. Unless otherwise agreed, prices are net, excluding transport, ex-works, exclusive of taxes, based on the rates communicated to the buyer.

Any tax, duty, fee or other charge payable under French regulations or those of an importing or transit country shall be borne by the buyer.

5. DELIVERY 5.1 TERMS Delivery is made in accordance with the order, either by direct handover of the product to the buyer or by simple notice of availability.

The buyer undertakes to take delivery within three (3) days following the notice of availability. After this period, the Seller may consider the order cancelled and the sale unilaterally terminated by the buyer.

5.2 DELIVERY TIMES Delivery times are given for information only and without guarantee. Deliveries are only carried out based on availability and in the order of arrival of orders. The Seller is authorised to make deliveries in full or in part.

Delivery times are indicated as accurately as possible but depend on the Seller's supply and transport possibilities.

Exceeding the delivery time cannot give rise to damages, withholding or cancellation of ongoing orders.

However, if the Buyer has not been delivered by the indicative date given, they may cancel all or part of their order fifteen (15) days after an unsuccessful formal notice.

The indicated time is also suspended by right by any event beyond the Seller's control that delays delivery.

In any event, delivery within the time limit can only occur if the buyer is up to date with all their obligations towards the Seller.

5.3 RISKS The buyer bears the risks, even in the case of a sale agreed carriage paid, from the moment the products leave the Seller's warehouses.

As a result, the products travel at the recipient's risk, and it is the recipient's responsibility, in the event of damage or missing items, to make all necessary observations and confirm their reservations by extrajudicial act or by registered letter with acknowledgement of receipt to the carrier within three days following receipt of the goods.

In any case, from the time of delivery, the risks of the products are transferred to the buyer.

6. RECEIPT OF PRODUCTS Without prejudice to the measures to be taken vis-à-vis the carrier, complaints about apparent defects or non-conformity of the delivered product with the ordered product or the dispatch note must be made in writing within two (2) days of the arrival of the products.

The Buyer must check upon receipt the conformity of the delivered products with the ordered products and the absence of apparent defects.

If no complaint or reservation is made by the buyer within two (2) days following receipt of the products, the said products can no longer be taken back or exchanged, in application of the provisions of Article 1642 of the French Civil Code.

In the event of an apparent defect or non-conformity of the delivered products with the ordered products noted by the Buyer on the day of receipt, the Seller undertakes to replace the delivered products with new products identical to the order.

The costs incurred by the return and delivery of the new products are borne exclusively by the Seller.

The Seller does not guarantee defects and non-conformities that have not been notified under the conditions mentioned above.

It is the buyer's responsibility to provide all justification as to the reality of the defects or anomalies observed. They must allow the Seller every facility to ascertain these defects and remedy them. They shall refrain from intervening themselves or having a third party intervene for this purpose.

For products sold in packaging, the weights and measures at departure are proof of the quantities delivered. Quantitative tolerances affecting the delivery shall be plus or minus fifteen (15)% calculated on the basis of the number of units in the order.

The duration of the acceptance or verification procedure cannot have the effect of increasing or shifting the start of the maximum payment period.

The buyer shall bear the costs and risks of transporting the sold products after their delivery.

7. RETURNS 7.1 TERMS Any product return must be subject to formal agreement between the Seller and the buyer. Proof of the fault must be provided by the distributor by any means. The supplier has a reasonable period to verify and, if necessary, contest the reality of the corresponding complaint.

Any product returned without this agreement will be held at the buyer's disposal and will not give rise to compensation. Return costs and risks are always borne by the buyer.

No return will be accepted after eight (8) days following the delivery date.

Returned goods must be accompanied by a return slip to be attached to the package and must be in the condition in which the supplier delivered them, in their original packaging.

7.2 CONSEQUENCES Any return accepted by the Seller will result in the issuance of a credit note in favour of the buyer, after qualitative and quantitative verification of the returned products; returns not complying with the above procedure will be penalised by the loss for the buyer of the deposits paid.

In the event of an apparent defect or non-conformity of the delivered products, duly noted by the Seller under the conditions provided above, the buyer may obtain free replacement or reimbursement of the products at the Seller's choice, to the exclusion of any compensation or damages.

8. WARRANTY 8.1 SCOPE Products are warranted against any material or manufacturing defect rendering them unfit for their intended use, for a period of fifteen (15) days from the delivery date. Interventions under the warranty shall not extend its duration.

Certain products, particularly minerals, may have minor defects due to their natural character or artisanal manufacturing.

Under this warranty, the Seller's only obligation shall be, at its choice, free replacement or repair of the product or element recognised as defective by its services, unless this remedy is impossible or disproportionate. To benefit from the warranty, any product must first be submitted to the Seller's after-sales service, whose agreement is required for any replacement. The product must be returned in its original packaging. Any shipping costs are borne by the buyer, who cannot claim any compensation for immobilisation of the goods due to the application of the warranty.

8.2 EXCLUSIONS Also excluded are defects and deterioration caused by natural wear and tear or by an external accident, by modification of the product not foreseen or specified by the Seller, by abnormal use, or use under conditions different from those for which it was manufactured, particularly under conditions not prescribed by the manufacturer or Seller.

9. PRICES The prices of the products sold are those appearing on the website https://esoteriximport.uk/ on the day of the order.

At that date, these prices are firm and final.

They are expressed in legal currency and stated exclusive of taxes, including delivery costs and packaging.

10. INVOICING AND PAYMENT 10.1 INVOICING An invoice is drawn up for each delivery and issued at the time of delivery.

The invoice shall include the information referred to in Article L. 441-9 of the French Commercial Code.

10.2 TERMS Unless otherwise agreed, payments shall be made under the following conditions:

• Payment in full at the time of ordering the Products on the website https://esoteriximport.uk;
• Payment within thirty (30) days net from the invoice issue date. This payment method shall be subject to the Seller's discretion and express agreement.

In the event of deferred or term payment, payment within the meaning of this article means not the mere handing over of a bill of exchange or cheque implying an obligation to pay, but their settlement at the agreed due date.

In no case may payments due to the Seller be suspended or subject to any reduction or offset without written agreement from the Seller.

10.3 LATE OR DEFAULT PAYMENT In the event of late payment, the Seller may suspend all ongoing orders, without prejudice to any other course of action.

Any amount not paid by the due date on the invoice shall automatically trigger, without the need for a reminder and from the day following the payment date on the invoice, late payment penalties equal to three times the legal interest rate. Late payment penalties are due without the need for a reminder. In application of Article D. 441-5 of the French Commercial Code, a fixed indemnity of 40 euros is also due for recovery costs.

Any payment made to the Seller is allocated to the amounts due regardless of the cause, starting with those with the oldest due date.

Unless otherwise agreed, the amount of these late interest charges shall be offset by right against any discounts, rebates or allowances due by the Seller.

In the event of non-payment, forty-eight hours after an unsuccessful formal notice, the sale shall be terminated by right if the Seller so deems fit, who may request, in summary proceedings, the return of the products, without prejudice to any other damages. The termination shall affect not only the order in question but also all prior unpaid orders, whether delivered or in the course of delivery and whether payment is due or not. In the event of staggered payment, non-payment of a single instalment shall render the entire debt immediately due, without formal notice.

In all the above cases, amounts due for other deliveries or for any other reason shall become immediately payable if the Seller does not opt for termination of the corresponding orders.

In no case may payments be suspended or subject to any offset without the prior written agreement of the Seller. Any partial payment shall first be allocated to the non-privileged part of the claim, then to the amounts with the oldest due date.

10.4 REQUIREMENT OF GUARANTEES OR PAYMENT The Seller reserves the right, at any time, depending on the risks incurred, to set a ceiling on the overdraft of each buyer and to require certain payment terms or guarantees.

This shall particularly be the case if a modification, assignment, lease, pledge or contribution of the buyer's business has an adverse effect on the buyer's credit.

11. RETENTION OF TITLE THE PRODUCTS ARE SOLD SUBJECT TO RETENTION OF TITLE.

THE SELLER RETAINS OWNERSHIP OF THE PRODUCTS UNTIL FULL AND EFFECTIVE PAYMENT OF THE PRICE BY THE BUYER.

IN THE EVENT OF NON-PAYMENT BY THE DUE DATE, THE SELLER MAY RECLAIM THE PRODUCTS AND TERMINATE THE SALE, AS SPECIFIED ABOVE.

CHEQUES AND BILLS OF EXCHANGE ARE CONSIDERED AS PAYMENTS ONLY UPON THEIR ACTUAL CASHING.

UNTIL THAT DATE, THE RETENTION OF TITLE CLAUSE RETAINS ITS FULL EFFECT.

THESE PROVISIONS DO NOT PREVENT THE TRANSFER, UPON DELIVERY, OF THE RISKS OF THE SOLD PRODUCTS.

THE BUYER UNDERTAKES, UNTIL FULL PAYMENT OF THE PRICE, UNDER PENALTY OF IMMEDIATE RECLAIM BY THE SELLER, NOT TO TRANSFORM OR INCORPORATE THE SAID PRODUCTS, NOR TO RESELL OR PLEDGE THEM.

12. INTELLECTUAL PROPERTY The website www.esoteriximport.uk as a whole, as well as each of the elements composing it taken independently, in particular the programs and specific developments and contents including data, texts, still or animated images, logos, sounds, graphics, files, are the exclusive property of the website publisher or of third parties who have granted it a licence. Any total or partial representation of the site or one of its components without the express authorisation of the website publisher is prohibited and would constitute infringement punishable under Articles L.335-2 et seq. of the French Intellectual Property Code.

The databases appearing on the site are protected by Articles L.341-1 et seq. of the French Intellectual Property Code and any qualitatively or quantitatively substantial extraction or reuse of the content of the databases is punishable.

The trademarks and logos appearing on the site are registered trademarks of the website publisher or third parties. Any reproduction, imitation or use, total or partial, of these distinctive signs without express authorisation and in violation of the prohibitions provided for in Articles L.713-2 et seq. of the French Intellectual Property Code engages the liability of their author.

The other distinctive signs, in particular corporate names, trade names, signs, domain names reproduced on the site are the property of the website publisher or third parties and any reproduction without express authorisation may constitute usurpation engaging the liability of its author under Article 1240 of the French Civil Code.

The buyer is prohibited, except with the express prior authorisation of the Seller, from any use of its intellectual and/or industrial property rights in any manner whatsoever.

13. PERSONAL DATA The buyer is informed that the Seller, as Data Controller within the meaning of the European General Data Protection Regulation (GDPR), implements processing of personal data collected from the buyer.

These processing operations are based on the legitimate interest pursued by the Seller, the performance of pre-contractual or contractual measures, compliance with legal and regulatory obligations, and the buyer's consent by accepting these GTCS.

These data may be communicated to the Seller's service providers and subcontractors. They are not transferred to non-European Union member states. If this were to be the case, the buyer will be informed as well as the measures taken to protect data security.

They are kept by the Seller for the time necessary for the operations for which they were collected and in compliance with the regulations in force. In this respect, buyers' data are kept for the duration of the contractual relationship plus the duration of the warranties, without prejudice to retention obligations (in particular for accounting) or limitation periods.

The Data Controller is the Seller. The buyer has the right to access, rectify, query, object to, port and erase the data concerning them. The Seller may exercise these rights by writing to the Seller by email: info@esoteriximport.uk or by post: ESOTERIX IMPORT - 30 avenue de Gascogne, Lot 1 - 31470 FONTENILLES, FRANCE. The buyer is informed that the exercise of certain of these rights may prevent the buyer from fully or partially performing their mission. The buyer is informed that they have the right to lodge a complaint with the CNIL.

14. FORCE MAJEURE The Seller shall not be held liable if the non-performance or delay in the performance of any of its obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the French Civil Code, and those usually recognised by French case law.
15. APPLICABLE LAW AND JURISDICTION These General Terms and Conditions of Sale shall be governed by French law. In the event of a dispute relating to the interpretation or performance of their agreements, the parties shall seek, before any contentious action, an amicable agreement and shall communicate to each other all necessary information for this purpose.

Failing amicable settlement of the dispute within a maximum period of one (1) month, only the Commercial Courts of TOULOUSE shall have jurisdiction in the event of any dispute or contestation relating to the formation or performance of the order.

This clause applies even in the event of summary proceedings, incidental claims or multiple defendants or third-party claims, and regardless of the method and terms of payment, without jurisdiction clauses that may exist on the buyers' documents preventing the application of this clause.