SoleCooler terms and conditions

1. DEFINITIONS: In these General Terms and Conditions of Sale, hereinafter referred to as the "General Terms and Conditions of Sale", "Acknowledgement of Receipt" means the acknowledgement of receipt of the Buyer's order, signed by a person duly authorized by the Seller; "Buyer" means the natural or legal person placing the order; "Contract" means the written agreement between the Seller and the Buyer for the supply of Products and/or the provision of Services; "Products" or "Services" means the products or services described in the Seller's Acknowledgement of Receipt; "Seller" means the individual or legal entity signing the Acknowledgement of Receipt.

2. THE CONTRACT: All Buyer orders must be made in writing in accordance with the Seller's procedures, and acceptance by the Seller is subject to the General Terms and Conditions of Sale. The Contract is constituted by the Seller's acceptance of the Buyer's order, evidenced by the Seller's Acknowledgement of Receipt. The Contract contains the following contractual documents of the Vendor, listed in order of decreasing contractual priority: the Acknowledgement of Receipt, the General Terms and Conditions of Sale, the provisions of quotations, commercial or technical proposals. Any condition imposed by the Buyer, or any certification, warranty or other statement not contained in the Quotation or in the Seller's Acknowledgement of Receipt, or not expressly accepted in writing by the Seller, shall not be binding on the Seller.



3. PAYMENT: The Buyer is obliged to pay all sums due on the dates specified by the Seller on the Quotation or the Acknowledgement of Receipt, or, failing such specification, within thirty days of the invoice date. In the event of late payment, interest is automatically due on the unpaid amounts at the interest rate of the marginal lending facility of the European Central Bank in force during the period of delay, plus 7%. Without prejudice to the Seller's other rights, the Seller reserves the right to suspend performance of the Contract in the event of non-payment in full of the sums due on the due date.

4. DELIVERY TIME: Unless otherwise stated on the Seller's Quotation or Acknowledgement of Receipt, all delivery or performance times are from the Contract Effective Date and are indicative only, with no contractual obligation. If the Seller is delayed or prevented from performing any of its contractual obligations due to acts or omissions of the Buyer or its agents (including but not limited to failure to provide specifications or any other information reasonably required by the Seller for the prompt performance of its contractual obligations), the delivery or performance period and the price of the Products or services shall be revised accordingly by the Seller.

5. FORCE MAJEURE: The Seller may suspend the Contract, without compensation, if its performance is prevented or delayed for reasons beyond the Seller's control, in particular in the event of force majeure, war, riot, fire, explosion, accident, flood, sabotage, shortage or delays in the supply of water, gas, electricity, raw materials, components, labor, means of transportation; compliance with instructions, laws and regulations, government orders or measures, labor dispute, strike, plant closure or formal notice. If performance of the Contract or any part thereof is suspended as a result of this Article for more than 60 consecutive calendar days, the Seller may cancel the part of the Contract still to be performed, by written notice to the Buyer, without compensation.



6. DELIVERY, OWNERSHIP AND RISK: Unless otherwise specified in the Contract, the risk of loss or damage to the Products passes to the Buyer on the date of delivery of the Products. Ownership of the Products is transferred to the Buyer on the date of receipt of full payment by the Seller. In the event of non-payment by the Buyer of sums due on the due date or of bankruptcy of the Buyer, liquidation or composition with its creditors, or appointment of a liquidator for all or part of its assets, or cessation of payments, the Buyer undertakes not to resell or dispose of any of the Products until full payment of all sums due by it to the Vendor. In the case of Products delivered by the Seller but not yet paid for, the Buyer must keep records stating that they are the property of the Seller.

7. WARRANTIES: The Seller warrants that the Products or Services conform to the specifications defined by the Seller, for a period of 6 (six) months from the date of their delivery or supply. Products or Services are deemed to conform to specifications on the date of delivery or supply, unless the Buyer gives notice to the contrary in writing within eight (8) days of such date. The Buyer undertakes to notify any notice to the contrary in writing, stating the nature of and reasons for any non-conformity. In the event of acceptance by the Seller of a defect found, the Seller undertakes to correct the defect within 30 days. In the event that the Seller is unable to correct the non-conformity for any reason whatsoever, or in the event of a new notice to the contrary from the Buyer, the Seller may, freely and at its sole discretion, either correct the error or non-conformity affecting the Product or Service, or replace all or part of the Product or Service, or refund to the Buyer the amount invoiced by the Seller for such Product or Service. The Vendor cannot be held responsible for defects due to use of the Products or Services not in accordance with their intended purpose, or in the event of failure to comply with the Vendor's instructions; modification or repair not previously authorized by the Vendor in writing.  The costs incurred by the Vendor in searching for and correcting such defects shall be paid by the Buyer, upon request. The warranty under this Article constitutes the entire liability of the Seller under the Contract, and the only remedies and compensation to which the Buyer may be entitled under the warranty on the Products or Services or for any other non-conformity under the Contract. This warranty is exclusive of any other warranty or remedy to which the Buyer may be entitled in the event of the Seller's breach of its obligations under the Contract. Any other warranty, implied or statutory, including but not limited to any commercial warranty or warranty of fitness of the Products or Services for a particular purpose, is excluded.

8. INTELLECTUAL PROPERTY: The Seller retains ownership of the Intellectual Property Rights attached to the Products or Services. No intellectual property rights are hereby granted, except for the right of the Buyer to use the Products or Services in accordance with the Contract. The Buyer acquires no rights to any tools, processes, methods or other know-how used by the Seller or in connection with the Contract or to which the Buyer may have access. The Buyer undertakes not to make available to third parties, directly or indirectly, for any reason, in any form or for any reason whatsoever, all or part of the Intellectual Property rights to which it may have gained access in performance of the Contract.

9. INTELLECTUAL PROPERTY INDEMNIFICATION: The Seller undertakes to defend, under its sole control and direction, any action brought against the Buyer claiming Intellectual Property rights as a result of the Buyer's use of the Products in performance of the Contract, and to pay any costs and damages that may be claimed from the Buyer under a judgment finding such infringement of Intellectual Property rights by the Seller's Product, provided that the Buyer: (i) notifies the Seller in writing as soon as possible of an existing or future claim, (ii) provides the Seller with all information and assistance necessary to defend and resolve the dispute, (iii) grants the Seller control of the procedure and decisions allowing the dispute to be brought to an end.   In the event of a judgment finding an infringement of Intellectual Property rights pursuant to the preceding paragraph, the Seller undertakes, at its sole discretion and expense, (i) to replace the infringing product, (ii) to obtain the right for the Buyer to continue to use the infringing product, (iii) accept the return of the infringing product and reimburse the Buyer for the cost of such product, (iv) or terminate the Contract and reimburse the Buyer for the sums paid by the Buyer to the Seller for the exploitation of the infringing rights under the Contract. The Seller cannot be held liable if the infringement of Intellectual Property rights is based on or results from: (i) the use of the Product with a product or any other process or service not supplied by the Seller to the Buyer, (ii) a modification of the Product not carried out by the Seller, (iii) or the use of the Product outside the delivery territory or with other infringing processes. The Seller shall not be liable to indemnify the Buyer under this section in the event that: (i) the Buyer has, without the Seller's prior written consent, made any admission or taken any other action which may be prejudicial to the Seller in connection with such claim or action, or (ii) the Products have been modified without the Seller's prior written consent. The present article defines the global liability of the Seller and the sole remedy to which the Buyer may be entitled in case of infringement of Intellectual Property rights under the Contract, which are exclusive of any other liability or remedy, direct or indirect, express or implied, legal or conventional. In no event shall the Seller be liable for any direct or indirect, consequential or non-consequential damages, including commercial, technical or financial damages, resulting from the infringement of intellectual property rights under the Contract. The Buyer undertakes to indemnify the Seller against any expense or loss resulting from any action to enforce an Intellectual Property right (patent, trademark, copyright, etc. ) resulting from the Seller's compliance with any of the Buyer's specifications or instructions, and to defend the Seller in any action brought against it, provided that the Seller : (i) notifies the Buyer in writing of the action brought, and allows the Buyer to resist the action with counsel of its choice, (ii) provides the Buyer with all information, assistance and powers requested by the Buyer and necessary for the defense and resolution of the dispute, at the Buyer's expense.

10. LIABILITY: The Vendor is expressly subject to an obligation of means.  In the event of the Vendor's liability being called into question, this will be limited solely to the guarantees provided by the Contract in the article "GUARANTEES" The Vendor's liability can only be incurred in the event of a proven contractual fault established by a judge. In the event of a pecuniary judgement against the Vendor, for any reason whatsoever, the Vendor's liability for damages is limited to the amount actually received by the Vendor in respect of the Products or Services directly causing the damage for which the Vendor has been found liable. In any event, each award is limited to the amount actually received by the Vendor for the performance of the Contract in the year in which the incident or difficulty giving rise to liability occurred. Notwithstanding any provision to the contrary in the Contract, all claims for compensation shall exclude loss of sales, indirect or non-direct consequential loss or damage suffered by the Buyer or third parties, or the consequences of claims, complaints or other actions brought by a third party against the Buyer or the Seller.

11. RIGHT OF REPENTANCE AND REFUND
In accordance with Article L 121-20 of the French Consumer Code, the Buyer has a period of 7 clear days to exercise his right of repentance and return the product that does not suit him, from the date of receipt for Products or acceptance of the offer by the Buyer for Services.  The shipping and return costs will then be charged. Only the price of the product(s) purchased will be refunded. Returns must be made in their original condition and complete (packaging, accessories, instructions, etc.), and accompanied by a copy of the invoice.  Items returned incomplete, damaged or soiled by the customer will not be accepted. Refunds will be made within 30 days of receipt of the products by the Vendor. Refunds will be made, at the Vendor's discretion, by crediting the Purchaser's bank account or by cheque made out to the Purchaser who placed the order and sent to the billing address. Cash on delivery will not be accepted for any reason whatsoever.

12. PERSONAL INFORMATION
Information and data concerning the Buyer are necessary for the management of the Order and commercial relations. They may be transmitted to companies contributing to these relations, such as those responsible for the execution of services and orders, for their management, execution, processing and payment. This information and data is also kept for security purposes, in order to comply with legal and regulatory obligations. In accordance with the French Data Protection Act of January 6, 1978, the Buyer has the right to access and rectify any personal data concerning him or her. To do so, simply write to the Vendor at Customer Service or by post to : SOLECOOLER, 4 rue de la Soulane 66650 Banyuls sur Mer, indicating your surname, first name, e-mail address and, if possible, your customer reference.

13. MISCELLANEOUS: Buyer may terminate the Contract with respect to all or any part of the Products or Services, provided that Buyer gives Seller reasonable written notice thereof and reimburses Seller for all losses (including without limitation loss of anticipated profits), damages and expenses, and lost profits to Seller resulting from such termination. If any article, paragraph or other provision of the Contract is held to be invalid by law, such provision shall be deemed omitted without affecting the validity of the remaining provisions of the Contract. Buyer may not assign its rights or obligations hereunder without Seller's prior written consent.

14. APPLICABLE LAW AND JURISDICTION
The Contract is governed by and subject to French law. ANY DISPUTE OR CONTROVERSY TO WHICH THIS CONTRACT MAY GIVE RISE, CONCERNING ITS VALIDITY, INTERPRETATION, EXECUTION, TERMINATION, CONSEQUENCES AND CONSEQUENCES THEREOF, AND WHICH CANNOT BE SETTLED AMICABLY WITHIN THIRTY DAYS, SHALL BE SUBMITTED TO THE COMMERCIAL COURT HAVING JURISDICTION OVER THE SELLER'S REGISTERED OFFICE, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR THIRD-PARTY CLAIMS.