The following General Terms and Conditions of Sale (hereinafter referred to as "GTCS") are proposed by the company AROMAKING FRANCE, a limited company with a capital of 10,000 euros, registered with the Trade and Companies Register of PARIS under number 752 371 237 00070, and whose registered office is located at 11 rue Parent de Rosan – Paris (75016) (hereinafter "AROMAKING FRANCE").
The company AROMAKING FRANCE offers, through its website https://aromakingworld.com/ (hereinafter the "Site"), the sale of electronic cigarettes as well as accessories and liquids for use with these products (hereinafter the "Products").
1. APPLICATION AND ENFORCEABILITY OF GTCS
These GTCS apply to any order of Products placed on the Site by any customer, whether a natural or legal person, acting within the scope of their professional activity (hereinafter the "Client(s)"), from June 10, 2023. They will be promptly communicated to any Client upon request.
The purpose of these GTCS is to define the conditions under which AROMAKING FRANCE provides its Products to Clients who request them through its Site, as well as the respective rights and obligations of each party. They apply, without restriction or reservation, to any sale of Products concluded by AROMAKING FRANCE with its Clients and govern the entire contractual relationship established between AROMAKING FRANCE and its Clients.
These GTCS constitute the foundation of the commercial relationship between AROMAKING FRANCE and its Clients, in accordance with the provisions of Article L.441-6 of the Commercial Code. Unless otherwise agreed in writing by the parties, these GTCS take precedence over any contrary clauses arising from previously drafted general conditions or appearing in the Client's General Purchase Conditions. Indeed, the Client's General Purchase Conditions cannot in any case prevail over these GTCS.
These GTCS should be considered as an integral and essential part of the contract concluded between AROMAKING FRANCE and its Clients.
These GTCS are systematically notified to the Client when ordering Products on the Site. Therefore, the validation of an order implies the complete and unconditional acceptance of these GTCS by the Client.
In the event of modification and/or adaptation of these GTCS by AROMAKING FRANCE, only the version in force on the day of the order on the Site will be valid. None of the modifications made will be effectively applicable to orders placed before the effective date of such modifications.
The fact that AROMAKING FRANCE does not avail itself, at a given moment, of any of the provisions of these GTCS cannot be interpreted as a waiver to avail itself of them later.
2. ORDERING PRODUCTS
Any order for Products is made through the Site and must be placed in accordance with the instructions on the Site. The creation and/or existence of a personal Client account is a prerequisite for placing any order on the Site.
The Client, directly on the Site, chooses the Products they wish to purchase before proceeding with payment, as described in Article 3 below. The Client must indicate the quantity and click on the "Add" button corresponding to the selected Product to add it to their cart. By clicking on the box indicating the number of selected items, the Client can access their cart. On this page, the Client has the option to modify the quantity for each selected Product or delete one or more Product(s). From their cart, the Client can either confirm their order and proceed to the next step or return to the home page to continue shopping.
The registration of an order on the Site is completed when the Client accepts these GTCS by checking the designated box and validates their order. This validation implies the acceptance of the entire GTCS and constitutes evidence of the sales contract.
However, the sale is only finalized after the express and written acceptance of the order by AROMAKING FRANCE, which will verify, among other things, the availability of the Products ordered by the Client. AROMAKING FRANCE's acceptance is materialized by sending an email confirming the acknowledgment of the Client's order.
AROMAKING FRANCE reserves the right to refuse any order that is abnormal or made by a Client not acting within the scope of their professional activity.
In the event that the Client wishes to modify all or part of their order, they must inform AROMAKING FRANCE in writing and as soon as possible, and in any case, before the scheduled delivery date of the Products. Any modification to the order may result in an additional charge, which will be communicated to the Client for approval.
3. PRICES AND PAYMENT TERMS
Unless otherwise agreed between the Parties, the Products are supplied at the rates of AROMAKING FRANCE in effect on the day of placing the order. These prices are firm and non-revisable during their validity period.
These prices are net and excluding taxes, payable in euros. They do not include transportation, any customs fees, and insurance, which remain the responsibility of the Client.
The Client will pay for the price of the Products when placing the order, directly on the Site, following the payment process provided for this purpose.
Payment by the Client is a prerequisite for validating their order.
In any case, an invoice in accordance with the provisions of Article L.441-3 of the Commercial Code will be sent to the Client upon delivery of the ordered Products.
Any default or delay in payment by the Client on the due date will automatically, without prior notice and without prejudice to any possible damages, result in the day following the invoice date in the enforceability of late penalties calculated at a rate of three (3) times the legal interest rate in force. The Client will also be automatically liable for a flat-rate indemnity for recovery costs set at forty (40) euros, in accordance with Article D.441-5 of the Commercial Code.
The failure to pay on the due date will automatically, without prior notice and automatically, result in the suspension or invalidation of the Client's order, without prejudice to any other legal action.
4. DELIVERY
The delivery terms of the Products selected by the Client on the Site, as well as the related costs, are indicated on the Site when placing the order. The Client may specifically choose between several delivery options.
The Products ordered by the Client will be delivered within the time estimated by the chosen carrier from the date of acceptance of the order by AROMAKING FRANCE. The dispatch by AROMAKING FRANCE depends on the day and time of order validation, and its order of arrival. However, this period is purely indicative and informational, and AROMAKING FRANCE undertakes to inform the Client of any possible delay in the delivery of their order.
AROMAKING FRANCE cannot be held liable towards the Client in the event of a delivery delay not exceeding thirty (30) days. In case of a delivery delay exceeding thirty (30) days, the Client may request the resolution of the sale.
AROMAKING FRANCE's responsibility cannot be engaged in any case in the event of a delay or suspension of Product delivery attributable to the Client or in the event of force majeure.
Delivery will be made to the location specified by the Client when placing their order on the Site, with the Products traveling at the Client's risk and peril.
The Client is required to check the apparent condition of the Products upon delivery. In the absence of express reservations made by the Client at the time of delivery, the Products delivered by AROMAKING FRANCE will be deemed to be in conformity in terms of quantity and quality with the order placed on the Site. The Client has a period of 24 hours from the delivery and receipt of the ordered Products to make written reservations to AROMAKING FRANCE. No claim can be validly accepted if these formalities are not respected by the Client. AROMAKING FRANCE will replace the delivered Products with defects in conformity as soon as possible and at its expense, provided that the Client duly proves the lack of conformity.
5. OWNERSHIP RESERVATION / TRANSFER OF RISKS
AROMAKING FRANCE reserves, until the complete payment of the price by the Client, a right of ownership over the Products sold, allowing it to take possession of said Products. The transfer of ownership of the Products to the Client will only be realized after the complete payment of the price by the latter, regardless of the date of delivery of said Products.
Any advance payment made by the Client will remain acquired by AROMAKING FRANCE as a lump sum compensation, without prejudice to any other actions it may be entitled to take against the Client.
On the other hand, the risk of loss and deterioration will be transferred to the Client from the departure of the Products from the warehouses of AROMAKING FRANCE.
Therefore, the Client undertakes, accordingly, to insure, at their own expense, the ordered Products for the benefit of AROMAKING FRANCE, with an ad hoc insurance, until the complete transfer of ownership, and to justify it to AROMAKING FRANCE upon delivery.
6. LIABILITY
Each party assumes responsibility for the consequences resulting from its faults, errors, or omissions causing direct damage to the other party.
Client's Liability
The Client is solely responsible for the quality, accuracy, relevance, and correctness of the information and data provided to AROMAKING FRANCE when placing their order on the Site. AROMAKING FRANCE cannot be held responsible in this regard. The Client guarantees AROMAKING FRANCE, upon first request, against any damage resulting from their being held liable by a third party for a breach of this warranty.
The Client acknowledges being solely responsible towards AROMAKING FRANCE for any damage, of any kind whatsoever, occurring during the execution of these GTCS and undertakes to indemnify AROMAKING FRANCE for all the consequences of its liability that may be incurred, due to bodily, material and/or immaterial damages, consecutive and/or non-consecutive, caused to third parties, the Client, their property and/or their personnel. The Client guarantees AROMAKING FRANCE against any claim against the latter, in this respect.
AROMAKING FRANCE's Liability
AROMAKING FRANCE implements all necessary measures to provide the Client with quality Products that comply with those offered on the Site.
AROMAKING FRANCE is only required to compensate for direct material damage caused to the Client resulting from faults attributable to AROMAKING FRANCE in the execution of these GTCS. Conversely, AROMAKING FRANCE cannot be held responsible for any non-performance or improper performance of all or part of its obligation to supply Products attributable either to the Client, or to the unforeseeable and insurmountable act of a third party outside the contract, or to a case of force majeure.
In any case, AROMAKING FRANCE's liability cannot be engaged for an amount exceeding the amount of the relevant order.
7. FORCE MAJEURE
"Force majeure" is defined as any event beyond the control of one of the parties and that could not reasonably have been foreseen at the time of the conclusion of these GTCS. Such an event will be characterized as soon as the party, a victim of such an event, is prevented from properly performing its contractual obligations, despite the implementation of appropriate and adequate measures to limit its effects.
Neither party will be held liable towards the other for the non-performance or delays in the performance of an obligation arising from these GTCS that would be due to the fault of the other party following the occurrence of a force majeure, as recognized and defined by French jurisprudence.
The force majeure event suspends the obligations arising from these GTCS for the entire duration of its existence, and neither party can, during this period, validly invoke the existence of such a force majeure event within the meaning of Article 1218 of the Civil Code to justify the termination of its contractual relationship with the other party. However, if the force majeure event has a duration of existence exceeding thirty (30) consecutive days, it would entitle either party to the automatic termination of these GTCS, eight (8) days after sending a registered letter with acknowledgment of receipt notifying this decision.
8. PRODUCT WARRANTIES
The Products delivered by AROMAKING FRANCE benefit from a legal warranty from the date of delivery, covering the non-conformity of the Products with the order and any hidden defect resulting from a defect in material, design, or manufacturing affecting the delivered Products and rendering them unfit for use.
The warranty is an indivisible whole with the Product sold by AROMAKING FRANCE. The Product cannot be sold or resold altered, transformed, or modified. This warranty is limited to the replacement or refund of non-conforming or defective Products.
Any warranty is excluded in the event of misuse, negligence, or failure to maintain by the Client, as well as in the case of normal wear and tear of the Product or force majeure.
To assert their rights, the Client must, under penalty of forfeiture of any related action, inform AROMAKING FRANCE in writing of the existence of defects within a maximum period of two (2) years from their discovery.
AROMAKING FRANCE will replace or have repaired the Products or parts under warranty that are deemed defective. This warranty covers labor costs. The replacement of defective Products or parts does not extend the duration of the above-mentioned warranty.
The warranty cannot apply if the Products have been subjected to abnormal use or have been used in conditions different from those for which they were manufactured, especially in case of non-compliance with the conditions prescribed in the user manual. It also does not apply in the case of deterioration or accident resulting from impact, fall, negligence, lack of supervision or maintenance, or in the case of transformation of the Product.
9. INTELLECTUAL PROPERTY
Databases, texts, information, images, photographs, or any other element of the Site are protected under Articles L.111-1 and following of the Intellectual Property Code. These elements remain the exclusive property of AROMAKING FRANCE or, if applicable, their respective owners from whom AROMAKING FRANCE obtained the exploitation authorizations.
Any reproduction and/or representation, downloading, translation, adaptation, exploitation, distribution, modification, or adaptation, dissemination and/or communication, in any form and by any means, commercially or not, of all or part of the Site or an original work of the mind contained in communication materials sent to the Client is strictly prohibited. The Client also refrains from any act or action that could directly or indirectly infringe on the intellectual property rights of AROMAKING FRANCE.
10. CONFIDENTIALITY
All information, specifications, and other data of any nature provided by one party to the other, whether in writing or verbally, in the course of performing the obligations under this agreement, are strictly confidential and must be treated as such.
As a result, these confidential pieces of information must not, under any circumstances, be disclosed in any form or to any person, unless they have entered the public domain. However, confidential information concerning the Client and/or transmitted by the Client may be disclosed to the personnel and/or partners of AROMAKING FRANCE, but only to the extent necessary for the execution of these General Terms and Conditions (CGV).
Upon a simple request from either party and in the event of termination of these CGV, all written documentation must be promptly returned.
This prohibition is valid throughout the entire duration of the execution of these CGV and without limitation of duration after their expiration.
11. PERSONAL DATA PROTECTION
The Client, if a natural person placing an order, is informed that the creation of their Client account on the website, as well as placing an order on the website, involves the collection and automated processing of personal data by AROMAKING FRANCE. The use of such data is subject to the provisions of Law No. 78-17 of January 6, 1978, relating to Information Technology, Files, and Civil Liberties, as amended by Law No. 2016-1321 of October 7, 2016, and the European Regulation 2016/679 of April 27, 2016, concerning the protection of individuals with regard to the processing of personal data and the free movement of such data (hereinafter "GDPR").
For more information on the use of personal data and the rights the Client has regarding their data, AROMAKING FRANCE provides a Privacy Policy on its website.
12. APPLICABLE LAW AND JURISDICTION
These CGV are governed by French law.
Any dispute arising from these CGV and/or the relationship between the parties shall be submitted to the Commercial Court of Paris.