1. General points
- These General Terms of Professional Sale (hereafter referred to as the “BtoB GTS”) apply to the sales of SEASAM products and their accessories (hereafter referred to as the “Product(s)”) for resale by professionals.
- The BtoB GTS are concluded between the company NOTILO PLUS, a Simplified Joint Stock Company with a registered capital of €41,552.00 euros, registered in the Trade & Company Register (RCS) of Marseille under the number 818 400 145, VAT number FR79818400145, having its registered office at Le Castel Héritage 61 Boulevard des Dames 13002 Marseille 2e Arrondissement, France (hereafter referred to as “NOTILO PLUS”) and buyers having the quality of professionals purchasing the Products as part of their business activities (hereinafter the “Client”).
- The BtoB GTS are applicable to the Client, who acknowledges that he has familiarised himself with them and accepted them prior to placing his order. The Client furthermore acknowledges that the version of the BtoB GTS in force on the date the order is placed constitutes his contract with NOTILO PLUS.
The Products are each covered by a description in the brochure mentioning their specifications. The photographs, text and graphical content illustrating the Products in no way constitute a contractual document.
The Products proposed for sale comply with the requirements of French law, as applicable at the time they are marketed, concerning personal health and safety, fair trading practices and consumer protection.
The sales price of a Product will be that in force on the date the Client places his order.
For each of the Products, the sales prices are displayed in Appendix 1, in euros ex tax, excluding the delivery, transport and carriage costs, which are mentioned before the order is confirmed and which are charged as extras.
In the case of delivery to a country situated outside the European Union, the sales prices shown do not include any possible customs duties and taxes which may be demanded by the customs authorities of this country and which must be paid by the Client.
NOTILO PLUS reserves the right to periodically modify its prices, while also guaranteeing the Client that the price applied will be that in force on the date the order is booked, subject to the availability of the Product in question.
4. Orders and payment terms
- Orders are placed by means of an order form, to be submitted by email
The Client agrees to complete the order form, ensuring that he provides both full and accurate information.
- The order is paid for immediately at the time it is placed, by bank transfer.
No discounts will be granted for early payment.
The payment must be made in full, with no possibility for deductions. NOTILO PLUS reserves the right to cancel the contract of sale if the sales price for the Product is not settled in full.
NOTILO PLUS remains the owner the Products sold until full payment of the asking price has been received.
- An email confirming receipt of the order and the payment will be sent by NOTILO PLUS to the Client within 72 hours.
In the case of launches of new NOTILO PLUS Products, the Client has the option to pre-order Products not currently available for sale.
An immediate down payment of 30% minimum must be paid for the pre-ordered Products, this being payable by bank transfer.
The balance must be settled before the Products can be delivered, this being payable at the latest 30 days before the order is shipped.
5. Delivery and reception/acceptance of the order
- NOTILO PLUS will make every effort to deliver the Products to most countries, although the Client may nevertheless contact NOTILO PLUS in order to check in advance whether it is possible to deliver to a specific country.
Delivery will be made to the address entered by the Client at the time the order was placed.
The delivery charges are displayed at the time the order is confirmed. These are paid by the Client at the time he pays for his order.
- The delivery dates or lead times, which are provided for information purposes only, are supplied at the time the order is placed, and are accepted by the Client at the time the order is confirmed.
NOTILO PLUS will inform the Client of any possible delayed deliveries as soon as possible.
NOTILO PLUS may not be considered liable for any delivery problems or late deliveries for which either the Client or the haulier is responsible.
Upon receipt of the Products, it is the Client’s responsibility to verify the condition of the delivered Products in the haulier’s presence and, if any damage is noted, to record the appropriate comments and reservations on the delivery notes or the transport slip and to inform NOTILO PLUS of this by email.
6. Reselling the Products
- If the Products are resold, the Client agrees to protect the high-quality and high-technology image of the Products developed by NOTILO PLUS, with all the necessary investments this entails.
The Client will take full account of the sales instructions and will use any communication aids possibly supplied by NOTILO PLUS to showcase the Products.
- The Client will comply with the lists of recommended prices supplied in appendix 1.
- The Client agrees that he will not resell the Products online, via the Internet, except on his own e-commerce website, if one exists, and on condition that this is directly linked to his store chain or his trading name. The Client agrees among other things that he will not resell the Products on any shared platforms (marketplaces) or via any other online sales processes (including auctions).
7.1 Legal guarantees/warranties
7.1.1 Guarantee of conformity
The Consumer benefits from the legal guarantee of conformity for the Products purchased on the Website, pursuant to the conditions of articles L.217-4 to L.217-14 of the French Consumer Code (partially quoted in Appendix 2)
NOTILO PLUS agrees to deliver the Products to the Consumer without conformity defects.
However, if the purchased Product displays a conformity defect, i.e. if it fails to meet the requirements of article L.217-5 of the French Consumer Code, the Consumer may avail himself of the legal guarantee of conformity vis-a-vis NOTILO PLUS.
The legal guarantee of conformity covers conformity defects arising within one (1) year following the delivery of the new Product and which are presumed to have existed at the time of delivery unless proof to the contrary is provided.
Moreover, specific parts of the Product are covered by legal guarantee of conformity under the following terms:
– Propellers : The legal guarantee of conformity covers conformity defects arising within three (3) months following the delivery of the new Product, or under 100 hours of usage,
– Batteries : The legal guarantee of conformity covers conformity defects arising within three (3) months following the delivery of the new Product, or under 100 charge cycles,
– Lights : The legal guarantee of conformity covers conformity defects arising within three (3) months following the delivery of the new Product.
Moreover, the legal guarantee of conformity doesn’t cover:
– All parts in case of shock due to falls or similar,
– The external hull, the battery cover, the porthole, the hydrophone protections, the remote underside, the remote window and the buttons on the remote in case of scratches,
– Every part that contribute to the watertightness of the Product.
In the case of a conformity defect, the Consumer may choose between having the Product repaired or replaced, on condition that this choice does not result in costs for NOTILO PLUS which are clearly disproportionate when compared to the other option available under the terms of article L.217-9 of the Consumer Code.
If the Product need to be returned for repair, the repatriation cannot be done from another country than the one where the Product has been delivered.
Pursuant to article L.217-10 of the French Consumer Code, if it is impossible to repair and replace the Product, the Consumer may return the Product and receive a refund of the price or keep the Product and receive a partial refund of the price.
The Consumer has one (1) year to act, as from the delivery date of the Product.
In order to benefit from the legal guarantee of conformity, the Consumer must notify NOTILO PLUS of the conformity defect by writing to the following address:
Le Castel Héritage
61 Boulevard des Dames
13002 Marseille, France
7.1.2 Warranty against hidden defects
For the Products purchased on the Website, the Client benefits from the warranty against hidden defects pursuant to the conditions of articles 1641 to 1649 of the French Civil Code (partially quoted in Appendix 2).
NOTILO PLUS guarantees the Client against latent defects affecting the Product sold, i.e. defects making it unfit for the use for which it is intended, or which diminish its use to such an extent that the Client would not have acquired it or would have only paid a lower price had he been aware of them, pursuant to article 1641 of the French Civil Code.
If the Product is affected by a latent defect, the Client may choose to either return the Product to NOTILO PLUS and to receive a refund of the price or to keep it and receive a partial refund, pursuant to article 1644 of the Civil Code.
Any action based on the warranty against hidden defects must be initiated by the Client within a period of two years as from the discovery of the defect.
In order to benefit from the warranty against hidden defects, the Client must inform NOTILO PLUS of the latent defect affecting the Product by writing to the following address:
Le Castel Héritage
61 Boulevard des Dames
13002 Marseille, France
- NOTILO PLUS may not be considered liable in the event of the non-performance or poor performance of the contract of sale as a result of factors attributable to the Client or of unavoidable and unforeseeable factors resulting from a third party to the contract, or from force majeure circumstances as defined in Article 9.
NOTILO PLUS may not be considered liable for any use of the Products by the Client or the clients to the latter which is contrary to or prohibited by the laws and regulations of the country in which the Client took delivery of the Product.
The Client agrees to verify the regulations of the countries in which the Products will be delivered and resold, which may contain specific requirements concerning these Products, including regarding their use. NOTILO PLUS may under no circumstances be considered liable for any failure to comply with the applicable legislation of the country concerned, including during the use of the Products.
- If NOTILO PLUS is found to be liable for any failings on its part, the reparations payable will only apply to the direct, personal and certain losses which the Client incurs, to the express exclusion of the reparation of any indirect and consequential losses and/or damage such as financial losses or loss of image, etc.
The total value of the damages which NOTILO PLUS may be required to pay the Client in accordance with the above-mentioned conditions is limited in all cases to the total cost of the order for the Products concerned.
- NOTILO PLUS declines all liability due in particular to:
- The normal wear and tear of the Products;
- Any usage which does not comply with the use for which the Product is intended;
- Any deterioration or accident arising as a result of negligence, insufficient monitoring and surveillance, or maintenance and upkeep which does not comply with instructions mentioned on the Products or in any other document, or any non-compliant usage;
- Any losses following modifications, additions, incorporations or combinations involving the Product;
- Any losses resulting from a failure to abide by the usage recommendations for the Products mentioned in the Product description, and/or the rules and regulations applicable to the Products sold;
- Any malicious acts by the Client or third parties.
Maintaining the long-term performance of Products manufactured based on the state of the technology at the time is subject to the maintenance conditions stated on the instructions accompanying the Products. NOTILO PLUS declines all liability if any Product is used in a manner which is not recommended.
9. Force Majeure
In the event that a force majeure incident occurs pursuant to the terms of Article 1218 of the French Civil Code, preventing NOTILO PLUS from fulfilling its obligations, the order will be immediately suspended, and the Client immediately informed by any means.
Similarly, NOTILO PLUS will inform the Client when this event ends, in which case the performance of the order will resume immediately.
If such an event continues beyond a period of thirty (30) days after the notification date, the contract for the order will be considered as being cancelled as of right. The sums received by NOTILO PLUS before this date will then be refunded to the Client.
10. Intellectual property rights
NOTILO PLUS is and remains the holder of all intellectual property rights pertaining to the Products and to the SEASAM brand, and no clauses of these BtoB GTS may be interpreted as entailing the transfer of any of these rights to the Client or to a third party.
All Website content and all advertising documents (illustrations, text, wording, brands, trademarks, images and videos, etc.) remain the exclusive property of NOTILO PLUS or of its partners.
Any reproduction or circulation of these assets without NOTILO PLUS’ prior written consent will expose the perpetrators to legal action.
11. Personal data
The computerized processing of the Client’s personal data gathered during the purchasing of a Product via the Website is intended only for the fulfilment of the order and for the management and tracking of the customer relationship.
Pursuant to law number 78-17 of January 6, 1978 concerning information technology, data files and personal liberty (the French data protection act) and the European general data protection regulation of April 27 2016 (EU regulation 2016/679 or GDPR), the Consumer has a right concerning the access to, the rectification of, and, subject to the legal provisions applicable in this field, the deletion and portability of the data concerning him which he may exercise by contacting NOTILO PLUS at the following address Le Castel Héritage 61 Boulevard des Dames 13002 Marseille 2e Arrondissement, France;
Once an order has been placed, the Client may receive e-mails or text messages containing information or commercial proposals from NOTILO PLUS, from which he may unsubscribe at any time in the case of e-mails by clicking the unsubscribe link shown at the bottom of each e-mail received and in the case of the text messages by clicking STOP in each text message received.
12. Applicable law and disputes resolution
- The BtoB GTS and all contractual dealings between the parties are subject to French law.
- In the event of any dispute or litigation which cannot be resolved amicably, the courts for the area in which NOTILO PLUS’ head office is located will be considered as having exclusive jurisdiction.
WITHDRAWAL FORM TEMPLATE
(Please only complete and return this form if you wish to withdraw from the contract.)
For the attention of NOTILO PLUS, NOTILO PLUS, a Simplified Joint Stock Company with a registered capital of 16,087 euros, registered in the Trade & Company Register of Grenoble under the number 818 400 145, VAT number FR79818400145, having its registered office at Le Castel Héritage, 61 Boulevard des Dames, 13002 Marseille, France.
Via this document, I/we (*) hereby notify you of my/our (*) withdrawal from the contract concerning the sale of the Product mentioned below:
Ordered on (*)/received on (*):
Name of the Consumer(s): …………………………………………………………..
Address of the consumer(s): ………………………………………………………
Signature of the Consumer(s) (only if this form is submitted in paper form):
(*) Strike out whichever does not apply.
MANDATORY INFORMATION FOR THE ATTENTION OF THE CONSUMER
Article L.217-4 of the French Consumer Code
The seller is required to deliver a product which conforms to the contract and is held liable for any lack of conformity which exists upon delivery.
He is also held liable for any lack of conformity caused by the packaging or the assembly instructions, or the installation if he assumed responsibility therefore under the terms of the contract or had it carried out under his responsibility.
Article L.217-5 of the French Consumer Code
To conform to the contract, the product must:
- Be suitable for the purpose usually associated with such a product and, if applicable:
– correspond to the description given by the seller and have the features that the seller presented to the buyer in the form of a sample or model;
– have the features that a buyer might reasonably expect it to have considering the public statements made by the seller, the producer or his representative, including advertising and labelling;
- Or have the features defined by mutual agreement between the parties or be suitable for any special requirement of the buyer which was made known to the seller and which the latter agreed to.
Article L217-12 of the French Consumer Code
Action resulting from lack of conformity lapses two years after delivery of the product.
Article 1641 of the French Civil Code
The seller is bound to a warranty against hidden defects in the thing sold that render it unfit for its intended use, or that so impair its use that the buyer would not have bought it, or would only have given a lesser price for it if he had known of the defects.
Article 1648 paragraph 1 of the French Civil Code
An action resulting from redhibitory defects must be brought by the buyer within two years from the discovery of the defect.