Terms of sale
1. GENERAL
These terms and conditions of sale (hereafter the “Terms and Conditions”) apply to any Order between a Client and the company Vroom with a share capital of €150,000, registered with the Paris Trade and Companies Register under number 803 985 860, whose registered office is located at 12 RUE SAINTE-ANNE, 75001 PARIS (hereafter the “Company”), including through the website www.sorugbywhatsthat.co.uk (hereafter the “Website”) which is published by the Company. The Terms and Conditions may be revised at any time. The applicable Terms and Conditions are those in force on the day of the Order as defined below. The Terms and Conditions, accessible on the Website, are deemed to be known by the Client for any Order, in accordance with Article 1119 of the French Civil Code. No departure from them may be made.
Any purchase conditions issued by Clients (hereafter the “Purchase Terms”) may only apply in provisions that do not contradict these Terms and Conditions. If there is any conflict between the Purchase Terms and the Terms and Conditions, the Terms and Conditions prevail unless specific provisions have been agreed in writing between the Parties. Any document, clause or special condition not signed by both Parties cannot be enforced. Therefore no opposing clause may be held against the Company unless it has been formally accepted. Any Order implies acceptance by the Client of these Terms and Conditions which have the force of law between the Parties.
The fact that the Company does not invoke these Terms and Conditions at a given moment cannot be interpreted as a waiver of its right to invoke any of these conditions.
2. PRODUCTS & REGULATION
The Products listed on the Website (hereafter the “Products”) are the stock items marketed by the Company. The Products presented and sold through the Website are manufactured in accordance with regulations applicable in France and in the European Union.
3. ORDER
3.1. Order process
a) An “Order” refers to any purchase request concerning the Products listed on the Website at the price applicable on the date of the Order and accompanied by payment for the Order in accordance with the provisions below. The Order constitutes a contract within the meaning of Article 1101 of the French Civil Code.
b) The Order placed through the Website proceeds as follows
Step 1 The Client selects the Products on the Website, as well as the desired quantities, and adds them to the cart
Step 2 The Client identifies themself on the Website by creating a customer account or, if an account already exists, by entering their login and password
Step 3 The Client reviews the Order summary and the total price including delivery fees. The Client is solely responsible for the accuracy of the data provided. Delivery times indicated on the Website are purely indicative
Step 4 The Client validates the Order, having read these Terms and Conditions and accepted them by clicking to confirm
Step 5 The Client selects the payment method and enters banking details on the secure online payment module. Payment confirms the final Order
Step 6 The Client receives an email confirming that the Order has been registered
c) The Order is immediately transmitted to the Company which may cancel it within a maximum period of twenty four working hours. In the event of cancellation by the Company, no amount will be charged to the Client.
3.2. Modifications and cancellation of Orders
a) Any Order recorded on the Website may at any time be cancelled or suspended in whole or in part by the Company without liability if there are supply difficulties for the Products ordered, whatever the reason, or if there is a change in applicable regulations affecting all or part of the Products ordered. In the event of cancellation by the Company, no amount will be charged to the Client. If a payment has already been taken, the Client will be refunded within a maximum of thirty (30) days from the cancellation date.
b) Any Order accepted on the Website may be modified by the Client, subject to the Company’s possibilities and at its sole discretion, only if this modification is notified by the Client using any means that provides a written record, no later than twenty four (24) working hours after the date of the Order. Any costs related to modification of the Order by the Client shall be borne by the Client.
3.3. Blocking and unblocking of Orders
a) The Company reserves the right to block a Client’s Order in the event of a previous payment incident or any dispute of any kind, current or past, with the Company.
b) In the event that an Order is blocked for unpaid sums, the Company will unblock the Client’s Order if the Client pays all previous debts and makes immediate payment for the blocked Order, using any means including cheque, and or provides a guarantee in favour of the Company.
c) When an Order is unblocked, the initial delivery time will be postponed to the date closest to the original time, depending on the Company’s possibilities.
4. DELIVERY OF PRODUCTS
The choice of carrier used to transport the Products is freely determined by the Company. Products shipped abroad will be subject to additional transport fees depending on the destination country.
Risk transfers from the moment the Products are loaded by the carrier. As a result, the Client bears the risks that the Products may suffer or cause, for any reason whatsoever, including force majeure, accidental events or acts of third parties.
The delivery times stated in the Order confirmation are given for information and guidance only. Any delay beyond these times shall not entitle the Client to any penalty or damages of any kind.
The Company accepts no liability for any damage caused to or by a carrier at the Client’s premises if such damage is due to a lack or insufficiency of information provided by the Client.
The Company accepts no liability for impossibility of delivery due to insufficient information. Return costs for Products back to the Company shall be borne exclusively by the Client.
5. RECEIPT & CONFORMITY
5.1. Verification of Products
The Products must be checked by the Client on delivery in the presence of the carrier. In the event of non conformity of the Products delivered by a carrier, the Client must make all necessary reservations to the carrier and record precise reservations on the delivery note. The Client must inform the Company within a maximum of twenty four (24) hours so that the return of the Products can be organised. This return will be at the expense of the Company.
5.2. Right of withdrawal
In accordance with Article L 221 18 of the French Consumer Code, the Client has a period of fourteen (14) clear days from receipt of the Product to exercise the right of withdrawal, without penalty and without having to give any reason. The return of Products is at the exclusive expense of the Client. If the Products are used before the expiry of this period, the Client acknowledges that they waive their right of withdrawal.
6. PAYMENT
Any invoice not paid by the due date will be increased by late payment penalties applicable to all outstanding sums and calculated per day of delay at a rate equal to three times the legal interest rate within the meaning of Article L 441 10 of the French Commercial Code. In addition, the Client will owe a fixed amount of €40 for recovery costs as well as all expenses that may be incurred for debt collection.
7. INTELLECTUAL PROPERTY
7.1. The Company holds all industrial and intellectual property rights relating in particular to know how whether registered or not, technical sheets, logos, trademarks, photographs, teaching materials, videos and all other media. Orders within the meaning of these Terms and Conditions do not in any way entail the transfer or grant of any right to use the above mentioned intellectual and industrial property rights.
7.2. The Client is forbidden to reproduce in whole or in part, and on any medium whatsoever, the presentation materials and books, except with the prior written consent of the Company. Any such authorisation (i) will not entail any transfer of these rights, (ii) nor any unlimited right of use in terms of time, territory or scope, and (iii) may not have any anticompetitive or unfair competition effect with respect to the Company.
7.3. The Products presented on the Website are marketed under trademarks and or logos which the Company guarantees to own. The Client is not permitted to use these trademarks and logos for any purpose whatsoever, on any medium.
8. FORCE MAJEURE
8.1. The following events are in particular considered as force majeure events releasing the Company from its obligation to deliver the Products strikes, unavailability of all or part of the Company’s staff, contributors or partners, regular carriers or one of its suppliers, any change in regulations, fire, flood, war, pandemics, epidemics, production stoppages and interruptions in the supply of energy and or raw materials, stock shortages or social unrest.
8.2. In such cases, the Company will inform the Client in writing, notably by letter or email, as soon as possible after the event occurs. The contract between the Company and the Client will then be automatically suspended without compensation from the date of the event. Once the event ends, the contract will resume its full effect. If the event were to last more than ninety (90) days from its occurrence, the contract concluded by the Company and the Client may be terminated by the Party acting first, without either Party being entitled to claim damages. This termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt terminating the contract.
9. PERSONAL DATA PROCESSING
9.1. In accordance with Law no 78 17 of 6 January 1978 as amended by Law no 2018 493 of 20 June 2018 on the protection of personal data, and with the General Data Protection Regulation of the European Union (GDPR), the controller responsible for the collection, processing and use of personal data is the Company as identified in Article 1 of these Terms and Conditions.
9.2. For any question or request regarding the protection of personal data processed by the Company, the data protection officer can be contacted at the following email address contact@vroomstudio.com
9.3. The personal data of one or more persons that may be processed by the Company are as follows name, first name, street number and name, city, postal code, telephone number, email address and profession, for the purposes of delivering and paying for the Products ordered.
9.4. Processing is based on the performance of Orders between the Company and its Clients, or on compliance with any legal obligation where applicable, in accordance with Article 6 (b) and (c) of the GDPR. Processing of the Client’s personal data is therefore necessary for proper performance of the Orders, without which they could not be fulfilled. Refusal of processing or objection to it by the data subject may result in the Order being refused.
9.5. Storage and processing of data will take place for the period necessary for contractual relations between the Company and the Clients concerned. Where applicable, the duration may be that imposed by any legal obligation. This retention period is subject to the proper exercise of the rights of data subjects.
9.6. The recipients of personal data processed by the Company are the administrative departments of the Company in relation to the above data, for the purposes of placing, performing and delivering the Order, as well as the carriers.
9.7. In accordance with Articles 12 to 22 of the GDPR, the Client whose data are processed has the following rights regarding such data
• a right of access to the processed data
• a right of rectification and updating of incorrect data
• a right to object to the processing of the data
• a right to erasure of the processed data
• a right to restriction of processing
• a right to portability of the processed data
9.8. Communications relating to the exercise of the above rights will be made electronically. The Company must respond within a maximum period of one month from receipt of the request, or within two months if necessary, taking into account the complexity and number of requests.
9.9. It is recalled that the transmission of personal data does not exclude the possibility of a breach or unlawful access to personal data.
However, and for the whole duration of storage of the personal data mentioned above, the Company implements organisational, software, legal, technical and physical measures designed to ensure confidentiality and security of the personal data processed, in order to prevent their damage, erasure or access by unauthorised third parties. Access to Clients personal data is strictly limited to employees and agents of the Company who are authorised due to their duties and are bound by a duty of confidentiality.
However, the data collected may be communicated to subcontractors contractually entrusted with carrying out tasks necessary for proper performance of contractual relations and good management of customer relations, such as carriers, without it being necessary to obtain separate consent. It is specified that in the context of performing their services, subcontractors have only limited access to the Client’s data and are contractually obliged to use them in accordance with the regulations in force. Except in the cases set out above, the Company undertakes not to sell, rent, transfer or give access to the data to third parties without the prior consent of the Client, unless required to do so for a legitimate reason such as a legal obligation, combating fraud or abuse, or the exercise of rights of defence.
9.10. In accordance with Article 5 of the GDPR, the data collected and processed are proportionate, relevant and limited with regard to the purposes for which they are processed. The data subject is entitled to lodge any complaint relating to the processing of their data with the competent authorities, in particular the French Data Protection Authority (CNIL).
10. APPLICABLE LAW AND DISPUTE RESOLUTION
10.1. The law applicable to all dealings between the Company and its Clients is French law. French law applies to the interpretation of these Terms and Conditions, to any negotiation, formation of contracts, performance and termination of contracts whatever the cause and its consequences.
10.2. In the event of a dispute regarding the performance and or interpretation of these Terms and Conditions of Sale, the Parties will use their best efforts to settle their dispute amicably. Failing this, the Parties may bring