1 - THE COMPANY VELECTA PARAMOUNT: SAS (simplified limited liability company) with a paid-up capital of € 410,624, whose head office is located 50 rue Castagnary, 75015 PARIS, France, registered with the Paris registry of commerce and companies under the number 300 460 011, represented by its legal representative or a duly authorized representative, domiciled in that capacity at the said head office; hereafter referred to as "VELECTA PARAMOUNT".
 

2 – DEFINITIONS 

The terms beginning by an upper-case letter hereafter in these terms and conditions, whether used to designate the singular or plural, have the meaning indicated below:

TCU: Refers to the terms and conditions of use of the Website and are applicable to any Website visitor.

TCS or Terms and Conditions for "Trade" Sales: Refers to these terms and conditions of sale that are applicable to any order placed by a Trade professional via the Website, the latter accepting them for each order and without reservation.

Trade Customer: Refers to any visitor to the Website having been authorised to register in the Trade Section as a wholesaler or distributor of hairstyling products and proceeding to order one or several Product(s) via the Trade Section. The Trade Customer is necessarily, as understood by these terms and conditions, a professional distributor or wholesaler of hairdressing products and declares as such that they have the skill and knowledge to appreciate the capacity, features and compatibility of the products offered for sale by VELECTA PARAMOUNT with their own business needs; the Trade Customer accordingly acknowledges that they may not be regarded as a consumer such as the term is understood by French consumer law ("Code de la Consommation").

Order: Refers to an order for Trade Products placed by the Trade Customer via the Website, the content of which is considered as being the special terms of sale and as having full contractual value between the Parties from the moment of its validation by VELECTA PARAMOUNT.

Trade Section: Refers to the area on the Website specifically dedicated to Trade Customers.

Parties: Refers jointly to the Trade Customer and to VELECTA PARAMOUNT.

Price: Refers to the price payable by the Trade Customer to VELECTA PARAMOUNT for their purchase of one or several Product(s) via the Trade Section of the Website.

Price of Trade Products: Refers to the price of the Products from the "Trade" range as published in the Trade Section; these prices are subject to modification at the sole discretion of VELECTA PARAMOUNT.

Trade Products: Refers to products from the "trade" range by VELECTA PARAMOUNT intended for professionals and ordered by the Trade Customer via the Website.

VELECTA PARAMOUNT Trade Products: Refers without distinction to all the Products from the "Trade" range offered for sale by VELECTA PARAMOUNT in the Trade Section of the Website; any product found in the Trade Section is a VELECTA PARAMOUNT Trade Product; as far as these Terms and Conditions are concerned only the products found in the Trade Section of the Website are considered as VELECTA PARAMOUNT Trade Products.

Website: Refers to the VELECTA PARAMOUNT ecommerce website accessible via the URL: www.velecta-paris.com.

3. PURPOSE OF THESE "TRADE" TCS - SCOPE OF THESE "TRADE" TCS

The purpose of these TCS is to define the terms and conditions applicable to the sale of VELECTA PARAMOUNT Trade Products to a VELECTA PARAMOUNT Trade Customer. The special conditions of sale (product reference, quantity ordered, price, delivery charge) are defined by the order placed by the Trade Customer at the time that the said Order is placed.

The "TRADE" TCS apply exclusively to orders for VELECTA PARAMOUNT Trade Products in the Trade Section - for which the content has a contractual value between the Trade Customer and VELECTA PARAMOUNT - and excluding any other sales terms and conditions, notably those from any physical or online independent distributors who also distribute and sell VELECTA PARAMOUNT Trade Products.

By placing an order for Trade Products, the Trade Customer effectively declares that their acquisition of these products is exclusively intended for professional use and recognises having the knowledge and skill to appreciate, when making their purchase, that the Trade Products concerned correlate with their needs.  Any order placed on the basis of a false statement in this regard is so placed under the sole and exclusive responsibility of the person concerned and these terms shall remain fully applicable to the said Order.

4 - ENFORCEABILITY OF THE "TRADE" TCS - MODIFICATION TO THE "TRADE" TCS 

The "TRADE" TCS are applicable and enforceable as concerns the Trade Customer and have full contractual value between the parties from the moment of their Order for Trade Products via the Website under the conditions set out in article 5 below, the Trade Customer having previously confirmed that they have read, understood and accepted all of the terms without the slightest reservation. Any tolerance or exceptional waiver by VELECTA PARAMOUNT, in the application of all or part of these terms and conditions, may not be interpreted as modifying these "TRADE" TCS that will continue to remain fully applicable; nor will any tolerance or waiver be susceptible to create any right of any sort. These Terms and Conditions of Sale may be up-dated at any moment on the Website at the discretion of VELECTA PARAMOUNT, the version that applies to a purchase by the Trade Customer shall however remain the version in force on the date of the Order.

5 - ORDER - REFUSAL - AVAILABILITY OF THE PRODUCT(S)

5.1. Orders must be exclusively placed by the Trade Customer via the Trade Section of the Website.

Any order implies the confirmation by the Trade Customer that they have read, understood and accepted the TCU of the Website (and their application) and the "TRADE" TCS. The Trade Customer declares having the legal capacity for any such acceptance and to place an order via the Website.

Any order by the Trade Customer implies following and respecting the different steps involved in placing the said order via the Website.

However, the Order is not finally accepted (and in consequence legally binding on the Parties) until it has been validated by VELECTA PARAMOUNT and the amount of the Price has been paid in its totality. The Order may be refused, at the discretion of VELECTA PARAMOUNT, notably in the event of an order by a customer who does not meet the definition of Trade Customer as understood by these terms or in the event of a payment incident that may arise or have arisen during a previous Order.

The summary of the Order that has been accepted or the notification of the refusal of the Order will be sent by email to the Trade Customer following the Order.

5.2. The Orders concluded by the Trade Customer via the Website respect the "double click" principle, and this is recognised by the Trade Customer. Consequently the Trade Customer recognises having been perfectly informed, during the different steps involved in placing an Order via the Website, of the content and the conditions of their Order (notably the Product(s), price, delivery, guarantee, etc) of having been given an opportunity to modify their selection of Trade Products (quantity and/or nature) and of having full and complete knowledge of these TCS before the order is validated. The Trade Customer recognises that their consent for the order to be executed is both entire and irrevocable from the moment that they "validate the Order", this latter being in fact the "second click", equivalent to a signature agreeing to the Order and this “second click” has the same value as a handwritten signature under the French Civil Code.

5.3. The offer and the Price of the VELECTA PARAMOUNT Trade Products are valid and enforceable within the limits of available stocks of the said Trade Products. The Trade Customer will be informed of any temporary unavailability of Trade Products that may arise after the validation of their Order, along with the expected time delay for the Product to become available again, the Order that has been placed shall in any event retain the character of a commitment between the Parties.

6 - PRICE - PAYMENT - INVOICING - RETENTION OF TITLE

6.1. The Prices for VELECTA PARAMOUNT Trade Products published on the Website are those in force and applicable to any order. They are given in euros (€), expressed exclusive of taxes (ex VAT) and are net, exclusive of the logistics, processing and delivery charges. VELECTA PARAMOUNT is free to alter its prices at any time and at their sole discretion, the Price to be paid by the Trade Customer for their Order shall remain that in force when their Order was validated, subject to the items being available at that date. Any tax, duty or any other service to be paid in application of French regulations or those of an importing or transit country are to be borne by the Trade Customer.

6.2. The Payment of the Price by the Trade Customer must be made within EIGHT (8) days following the validation of the Order by VELECTA PARAMOUNT, notified by email to the Trade Customer along with the issuing of the pro-forma invoice attached to the said email. Payment must be made by cheque made out to VELECTA PARAMOUNT or by bank transfer to the bank account indicated on the pro-forma invoice issued.

6.3. VELECTA PARAMOUNT remains the owner of the Trade Products ordered by the Trade Customer via the Website until the Price, together with any applicable charges and taxes, has been paid in full.

6.4. Following their order of Trade Products via the Website, the Trade Customer will receive an invoice corresponding to their purchase and summarising the Trade Products bought, their quantity, unit price, the total Price of the order, both exclusive of taxes and inclusive of all taxes, the VAT amount, any discount or reduction and any additional charges. It is the responsibility of the Trade Customer to keep the said invoice in case proof should be required.

7. DELIVERY - TRANSFER OF RISK - DELIVERY CHARGES - DELIVERY TIMES

7.1. Any delivery of Trade Products to the Trade Customer may only take place following acceptance of the Order by the latter. The Order will be handled and processed according to the order of receipt of Orders.

The delivery of Trade Products that have been ordered will be handled by the delivery services selected by VELECTA PARAMOUNT.

Delivery will be deemed to have taken place by the delivery of the Products to the address provided by the Trade Customer when placing the Order.

7.2. The Trade Customer agrees to be responsible for risks as soon as the ordered Products leave the VELECTA PARAMOUNT premises; consequently, the Trade Products ordered are carried at the risks and perils of the Trade Customer and it is the responsibility of the latter to inform the carrier of any damaged or missing items they may observe.

7.3. All delivery times indicated when an Order is placed are for information purposes only and are not contractual. They are based on an average delivery time that includes logistical processing and despatch. Should this time period be exceeded this does not under any circumstances justify either compensation or the cancellation by the Trade Customer of their Order. These times may be adapted according to the availability of the Trade Products ordered. In order to avoid delaying the delivery of available Trade Products ordered at the same time as Trade Products that are not available, VELECTA PARAMOUNT may, at their sole discretion, deliver these Trade Products separately and without any additional charge.

8 - GUARANTEE - EXERCISE OF GUARANTEE ON RECEPTION

The products are guaranteed against any apparent defect or nonconformity in the legal meaning of the term as applied to legal conditions and deadlines.

On receipt of the Products, and without prejudice to any actions or provisions to be made concerning the carrier, claims concerning any apparent defects or nonconformity must be made in writing within a period of eight (8) days following receipt of the Trade Products.

It is the responsibility of the Trade Customer to provide justification concerning the reality of these defects or anomalies and must allow VELECTA PARAMOUNT full freedom to verify any such defects or anomalies and, if appropriate, correct them. The Trade Customer will abstain from carrying out themselves, or requesting any third party to carry out, any repair or rectification, otherwise the guarantee shall be declared void. The return of any Product is strictly subject to and conditional on an agreement between the Parties and the Products shall be carried at the risks and perils of the Trade Customer with all return costs being be born by the latter. VELECTA PARAMOUNT will indicate the address to which the Product should be returned.

Any product that is returned by common agreement due to a hidden defect or other nonconformity that may then be observed by VELECTA PARAMOUNT following an examination will be subject to a replacement or a repair, as decided by VELECTA PARAMOUNT (unless such a repair is considered disproportionate). The costs of returning the repaired or replaced Product are to be borne by the Trade Customer. No compensation of any kind will be due to the Trade Customer for the downtime or unavailability of the Product or for it being impossible to use the Product for the time taken to exercise this guarantee.

9 - CUSTOMER SERVICE

Any questions relating to an Order or the delivery of the ordered Trade Products must be addressed to VELECTA PARAMOUNT by email (contact@velecta-paris.com) or by postal letter (VELECTA PARAMOUNT - ZAC DE LA GRANGE OUEST – 41200 ROMORANTIN - FRANCE)

10 - AVAILABILITY OF SPARE PARTS

The spare parts necessary for the use of VELECTA PARAMOUNT Trade Products are available for 24 months.

11 - LIABILITY

The Trade Customer alone is liable for any consequences that may arise from any erroneous or inexact information communicated when placing their Order via the Website (notably their identity, their delivery address, their email address, etc) that affect the content or fulfilment of the Order. Under such circumstances, VELECTA PARAMOUNT may not be held liable in the event of faulty delivery, non-delivery or late delivery.

VELECTA PARAMOUNT may under no circumstances be held liable or called into question for any consequences whatsoever (personal injury or material damage, damage to the Product, etc) arising from an improper use or improper maintenance of a Product by the Trade Customer or by any third party, the Trade Customer standing as guarantor. The Trade Customer has a duty of care concerning the item and is responsible for the actions of any third party to whom the Trade Customer may have allowed free use of the Product. In general, the contents of the operating instructions have full contractual value between the Trade Customer and VELECTA PARAMOUNT.

VELECTA PARAMOUNT may not be held responsible for the use and the conditions of use of the Website by the Trade Customer, in particular in the event of a malfunction of the Website, failure of the Trade Customer's Internet Service Provider. This point is set out in greater detail in the TCU.

12 - INTELLECTUAL PROPERTY RIGHTS

VELECTA PARAMOUNT is the owner of all industrial copyrights attached to the Trade Products, including trademarks, designs and patents. Any reproduction, representation, modification and/or adaptation of these rights is strictly prohibited and shall be considered an infringement of copyright.

VELECTA PARAMOUNT owns the Website and all its elements are protected by intellectual copyright. Any total or partial reproduction of any of these elements is prohibited and constitutes an infringement of copyright.

13 - STIPULATIONS - APPLICABLE LAW - ELECTION OF DOMICILE - DISPUTE

13.1. Nullity, unwritten reputation, lapse, absence of any binding status or the non-binding nature of any of the provisions hereof shall have no effect on the other provisions that will remain in full force and effect.

13.2. The "TRADE" TCS and the Order are subject to French law to the exclusion of any other legislation.

13.3. For the execution of these terms and conditions as well as any consequences thereof and unless otherwise agreed, the Trade Customer shall elect domicile at the address provided when placing their order and will ensure a postal follow-up in the event of any change of address.

13.4. In the event of a dispute relating to an Order, the interpretation or the execution of these terms and conditions and any consequences thereof, the Parties will try to reach an amicable agreement before entering into a legal dispute. Any dispute in this respect will be under the exclusive jurisdiction of the Commercial Court of BLOIS.