Terms & Conditions
GENERAL TERMS AND CONDITIONS OF SALE (GTCS)
1 - Object and Scope –
The present General Terms and Conditions of Sale apply to all sales of Products by Kalissya to its professional clients, in France and overseas, unless specific terms are agreed by the parties prior to the order. Therefore, the placing of an order by a client signifies the unreserved acceptance by the latter of the present General Terms and Conditions of Sale, unless Kalissya grants special terms to the buyer in writing. Any and all other documents emanating from the Client or from Kalissya (in particular, its catalogues, prospectuses, advertising, instructions, etc.), irrespective of the medium in which they are presented, have only informational and non-binding value. These present General Terms and Conditions of Sale shall prevail over any general terms and conditions of purchase issued by the client.
2 - Intellectual Property - Kalissya holds the exclusive rights over the information, texts and images published in the technical and sales documents that it provides, irrespective of the form. Such items are intended exclusively to provide Kalissya’s clientèle with information. Any and all use, disclosure or reproduction thereof without the written consent of Kalissya is strictly prohibited.
3 – Order –
The order means any order in writing accepted by Kalissya, which specifies the nature, quantity and packaging of the products ordered, a price in line with Kalissya’s price listing and the identity and address of the intended recipient. The order may result only
Kalissya is nonetheless free to request the immediate payment of a deposit and/or make the order conditional upon the issuance of payment guarantees or payment for orders previously placed by the Client, without the latter being able to claim a prejudice of any kind on any grounds whatsoever. Once the order has been confirmed in accordance with one of the two methods indicated above, it shall be deemed irrevocable. Any and all modifications requested to the composition or volume of an order must be expressed formally in writing twenty-four (24) hours at most after receipt of the initial order by Kalissya. Should the modification requested be accepted, the delivery terms and other specifications initially agreed upon shall be cancelled.
Kalissya may turn down any and all orders issued by a client who has not made payment in full of the principal and other charges for an earlier order irrespective of the reasons.
The products are sold as long as stocks last, such stocks being regularly reassessed effectively to meet orders from clientèle. Kalissya undertakes to inform its clientèle at the earliest opportunity of any shortages of stocks and, where applicable, to propose an alternative solution. The Client may then either cancel the order for the product(s) which are out of stock or modify it accordingly. In no event may the liability of Kalissya be sought in this respect.
Lastly, where an order is not available in full, partial deliveries may be made at the request of the client. In such cases, carriage costs shall be borne by the Client.
4 – Shipping and Delivery.
4.1 Term - The terms of delivery are given only as an approximate indication, depending on the usual logistical lead time, and subject to compliance by the client with the terms and conditions of payment and submission of any down payments, the timely provision of the technical specifications, the sequence in which orders are received, the availability of shipping agents and the absence of any and all labour relations, meteorological, epidemiological, ecological, political, economic and technical events holding up the production or supply of goods.
In all cases, Kalissya endeavours to abide by the approximate indications of the terms of delivery, but any delays in delivery shall not give rise to the payment of any penalties or indemnities or provide grounds for cancellation of the order at such time as they are caused by one or several of aforementioned circumstances, including where they are foreseeable and/or surmountable.
4.2 Réception & risques
4.2 Receipt & Risks
1) The transfer of risk regarding the products sold occurs upon handover to the Client, either by the shipping agent, or on premises designated by Kalissya in the event of direct pick-up by the Client. Kalissya’s liability may in no event be called into question for events occurring after such handover, including where it selected the shipping agent itself, if shipment is made carriage paid and/or handled by a broker.
IMPORTANT: It behoves the client to carry out an inventory, or have an inventory carried out, of the goods delivered upon handover and, in the event of damage or missing items, immediately or at the latest, within the next forty-eight (48) hours, to express any reservations necessary to the shipping agent (or Kalissya if the goods are handed over on its premises), either by email to: email@example.com, or by recorded delivery letter with acknowledgement of receipt. The goods delivered shall otherwise be deemed to have been accepted unreservedly by the Client, with no possible comeback owing to defects or apparent non-conformities and/or missing items. The Client must inform Kalissya without delay of any and all difficulties regarding delivery (receipt with reservations, late delivery, refusal to accept delivery or delivery impossible, etc.). The return of goods is at all times subject to prior consent in writing from Kalissya.
If the goods are picked up on premises designated by Kalissya, the Client must report to such premises at the times given by Kalissya. Otherwise and except in cases of force majeure, the Client is deemed to have relinquished the goods to Kalissya, which may thenceforth once more put them up for sale, without prejudice to its right to payment for the initial order and, where applicable, to indemnification for the prejudice caused by the immobilisation of said goods.
The products are insured only on the express instructions and at the expense of the Client.
2) In the event that the customer changes his mind, the products will not be returned, exchanged or refunded .
Article 5 – Prices & Tariffs
5.1 Prices – The sale price of the Products is in line, subject to the reservations indicated hereinafter, with the tariffs published in the catalogues and/or sales documents in force on the day of the order. Prices are at the guideline tariffs valid on the day of confirmation of acceptance of the order, as forwarded to the Client prior to the placing of its order.
The price given in the confirmation of the order by Kalissya is the firm and final price.
The prices are expressed in Euro, Excluding Value Added Tax (VAT). The VAT applied is the rate in force on the day on which the order is placed by the Client. Anyone may obtain a copy of the unit price listing simply by expressing such request to Kalissya.
The tariffs applicable may be revised at any time, at the discretion of Kalissya, whether by a modification to the sales documents or by sending such information directly to the Client upon confirmation of the order at the latest. After the order and failing stipulation to the contrary (revisable price), no price revisions may occur, except:
1) In the event of unforeseen occurrences which substantially amend one of the items in the sale (e.g. in the event of a sudden and unpredictable increase in the cost of raw materials);
2) In the event of new or additional requests from the Client, or
3) Owing to the Client providing insufficient information.
5.2 Sale of goods other than via the e-commerce platform - Orders pertaining to goods for which the total amount paid (excluding delivery charges) is more than € 1,500.00 EX VAT for a delivery in Metropolitan France, or € 2,500.00 EX VAT for a delivery in Corsica, shall be delivered carriage paid. Where such amount is less and/or where delivery is made outside Metropolitan France, Kalissya shall inform the Client of the shipping costs, which shall be borne by the Client. An estimate of such costs is sent to the Client upon acknowledgement of receipt of the order or with the formal quotation.
5.3 Export - In the event of an order to a country other than Metropolitan France, the Client is deemed to be the importer of the products concerned. For any and all Products shipped outside the European Union and DOMTOM (French Overseas Departments and Territories), the price on the invoice is calculated excluding VAT. Customs and excise or other local taxes or State import duties payable are borne wholly by the Client and entail its full liability, both in terms of declaration and payment to the competent authorities of the country concerned, the burden being on the Client to seek out any and all relevant information on such formalities from the authorities concerned.
Article 6 - Terms of Payment - The prices stipulated are firm, excluding VAT, duties and/or charges of any kind, without discounts and payable on the due date(s) given in the orders. Failing specific indications and provisions to the contrary, payments must be made within the following payment terms:
1) Sale in Metropolitan France: payment shall be made thirty (30) days at the latest (full calendar days) as of issuance of the invoice;
2) Sale outside Metropolitan France: payment shall be received within seventy-two (72) hours of confirmation of the order by Kalissya.
The accepted means of payment are debit / credit card for orders placed on the e-commerce platform only and debit / credit card, wire transfer and bank cheque for any and all methods of ordering other than the e-commerce platform.
Article 7 – Non-payment on the due date - Non-payment, in part or in whole, of the price INCLUDING VAT on the due date shall immediately oblige the Client to pay a flat rate indemnity of € 40 for collection charges and to pay a penalty equivalent to the legal interest rate applicable in France, increased by ten (10) points, calculated on a month to month basis, each month or part thereof being considered as payable in full, and capitalised annually, pursuant to the provisions of article 1343-2 of the [French] Civil Code. Such penalty is payable immediately without a reminder or formal notice to pay being necessary and without prejudice to any and all rights and proceedings at Kalissya’s disposal against the Client. Total or partial non-payment on the due date shall also permit Kalissya, should it see fit:
1) To suspend or cancel pending and/or future orders after a period of forty-eight (48) hours after service of formal notice to pay where such notice does not have the desired result;
2) To notify the Client of the accelerated payment of any and all payments not yet due, which shall become immediately payable, and
3) To obtain the immediate restitution on request of goods not paid for, at the Client’s expense, sent by recorded delivery with Acknowledgement of Receipt, and this without prejudice to any and all rights and proceedings that Kalissya may exercise against the Client.
Article 8 - Retention of Title –
Kalissya expressly reserves the right to retain title over goods sold until full and final payment has been made, on the stipulation that, under the present clause, only the actual collection of cheques and bills of exchange shall constitute payment.
At such time as the buyer fails to meet a payment, in whole or in part, the Vendor, without relinquishing any of its rights, may demand the return of any and all goods pertaining to orders from the buyer not yet paid for, the parties agreeing on the express conventional indivisibility of any and all orders.
Payments from the buyer, irrespective of the allocation to which the latter may be inclined subsequently to ascribe to them and even if their amounts are an exact match to one of the invoices, shall be allocated first and foremost, in respect of application of the present clause, and by express dispensation from article 1342-10 of the [French] Civil Code, to the payment of those invoices from Kalissya that correspond to goods which have been used or resold.
The buyer shall formally refrain, prior to cash payment of the price, from converting, installing or selling the goods over which Kalissya retains title without its consent and on the condition that any subsequent buyer be expressly informed by the buyer that the goods are subject to a retention of title clause in favour of Kalissya.
The goods sold shall be sold at the risk of the buyer upon departure from the warehouse. For the duration of the retention of title in favour of Kalissya, the goods shall be insured by the buyer against any and all risks and damage or liability caused or incurred by aforesaid goods.
The buyer must make any and all arrangements necessary to enable identification of any goods at all times, which have been invoiced by Kalissya.
Any and all provisions to the contrary, especially where inserted in the buyer’s general terms and conditions of purchase, are deemed unwritten, pursuant to article L. 624-16 of the [French] Commercial Code.
Article 9 - Force Majeure
The Party that notices the event shall inform the other Party without delay that it has become impossible for it to abide by its obligation and shall provide that Party with an adequate explanation of the problem. The suspension of obligations shall in no event constitute a reason for liability on grounds of failure to abide by the obligation at issue, nor shall it entail payment of damages or interest or penalties for lateness.
Execution of the obligation is suspended for the entire duration of the instance of force majeure, if it is temporary.
Therefore, as soon as the event behind the suspension of their reciprocal obligations comes to an end, the Parties shall make every effort to resume normal execution of their contractual obligations as quickly as possible. To this end, the Party prevented from abiding by its obligations shall inform the other Party of the resumption of its obligations by recorded delivery with acknowledgement of receipt or by any other extrajudicial process or formality. If the cause of the suspension of obligations is definitive, these GTCS shall be purely and simply resolved in accordance with the terms and conditions set out in the article on “Resolution on Grounds of Force Majeure”.
Article 10 - Guarantee of Execution and Guarantee against Hidden Defects. The Products put up for sale by Kalissya are in compliance with prevailing French legislation and regulations. If an order is intended for a country other than France, it behoves the Client, prior to the order, to ensure the conformity of the Products to the legislation applying and any restrictions on their importation and/or use. Kalissya guarantees its products against hidden defects, in accordance with the laws, practices and case law, and under the following conditions: Hidden defect means a fault in manufacture of the product rendering it unsuitable for its intended purpose which is unlikely to be spotted by the buyer prior to its use. Furthermore, the guarantee applies only to products which have lawfully become the property of the buyer and is null and void where use of such product has been made under conditions of use or performance not envisaged. In all cases, Kalissya may be required only to replace faulty goods, free of charge, without the client being able to claim damages and interest for any reason whatsoever (indirect damage, such as commercial prejudice or disorder, loss of custom, loss of profits, loss of brand image or loss of data).
Article 11 – Law Applicable and Attribution of Jurisdiction –
Any and all disputes as to the application of these General Terms and Conditions of Sale and their interpretation and execution, and contracts of sale concluded by Kalissya, or payment of the agreed price, shall be brought before the competent court having jurisdiction over the area in which the registered office of Kalissya is situated, irrespective of the place of order, shipment of the order, delivery and payment or payment method, even in the event of introduction of third parties or multiple defendants. The attribution of jurisdiction is general and applies, whether it concerns a principal action, an interlocutory claim, a trial or an interim proceeding.
Furthermore, in the event of legal action or other debt collection suit by Kalissya, the summons fees, the legal costs and the attorney’s and bailiff’s fees, in addition to any and all accessory expenses, shall be borne by the offending client, as shall costs relating to or arising from the client’s failure to abide by the terms of payment or delivery of the order in question. Any and all questions pertaining to these General Terms and Conditions of Sale and the sales that they govern, which are not covered by these binding stipulations, shall be governed by French law to the exclusion of any and all other legislations and in a suppletive manner by the Vienna Convention on the international sale of goods.
Article 12 - Liability – Limitation of Liability
Excluding reparation for any bodily injury, and in the event that Kalissya sees its liability called into question in relation to the sale of Products, it is expressly stipulated that its liability shall not exceed one and a half (1½) times the amount received by it in respect of fulfilment of the Order in question. In any event and by common accord, the Parties agree that Kalissya’s liability shall be invoked solely in respect of the consequences of direct damage and that it excludes indemnification for immaterial damage, to wit losses of profits, turnover, margin, income, loss of orders, clients, operations, sales actions or else besmirchment of its brand image or the action of third parties.
Article 13 – Assignment of contract –
The contract of sale resulting from the order may under no circumstances undergo total or partial assignment on the part of the Client, whether against payment or free of charge, without the express prior consent in writing of Kalissya. Kalissya reserves the right to assign the contract without any formalities. In the event of assignment, the assignee institution shall be substituted for Kalissya commencing on the date of assignment.
Article 14 – Renunciation & Partial Validity of the GTCS –
The fact that Kalissya does not avail itself, at a given time, of any one of the clauses herein may not be taken to mean that it subsequently waives all claims pertaining to those same clauses. In addition, in the event that any one of the provisions in these General Terms and Conditions of Sale is declared null and void or deemed unwritten, all of the remaining provisions shall continue to apply.
Article 15 – Data Protection Law –
In the context of orders, Kalissya may have to inquire into data of a personal nature (personal data). Any such gathering of information is subject to computer processing performed by Kalissya and is essential to the processing of the Client’s order. Such information and data are also conserved for security reasons, in order to abide by legal and regulatory obligations. Such information shall be used for the processing of orders, the management of returns, the relationship with the client, correspondence for tracking deliveries and the management of marketing. It is conserved for as long as necessary for fulfilment of the order and any guarantees applicable upon completion of such work.
The Data Protection Officer (DPO) of the company Kalissya is Mr François GODARD
Access to personal data shall be strictly limited to the staff of the DPO permitted to process such data in the performance of their duties. The information gathered may be shared with third parties under contract to the company for the execution of outsourced tasks without the client’s permission being necessary. Kalissya undertakes not to assign or sell any personal data regarding the client to third parties or to use such information for purposes not envisaged.
Pursuant to so-called data protection Law No. 78-17 of 6 January 1978 amended by Law No. 2004-801 of 6 August 2004 and EU Regulation No. 2016/679/EU of 27 April 2016, the Client has a right of access, rectification, portability and erasure of data concerning him or her or limitation of processing, a right that he or she may exercise by writing to the DPO by post or by email at: firstname.lastname@example.org. The request must be signed and accompanied by a photocopy of the identity document bearing the client’s signature and stipulate the address to which the reply should be sent, which shall then be dispatched within a period of two (2) months of receipt of the request.
The Client is likely to receive promotional offers from Kalissya. If he or she does not wish to receive such offers, he or she may decline them, either by writing to Kalissya by recorded delivery with Acknowledgement of Receipt or, where such offers are sent by electronic messaging, at the time of collection or by clicking on the unsubscribe link that appears in the message.
Should the client wish to file a complaint, he or she may contact the French Data Protection Commission (Commission Nationale de l’Informatique et des Libertés (CNIL)).