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1 GENERAL POINTS

These General Conditions of Sale (also referred to as “General Conditions of Online Sale”) govern all B2B and B2C sales of SAS SMART APPAREL products (hereinafter referred to as the “products”). Placing an order online or by any other means (EDI, offline order, etc.) implies the customer’s total and unreserved compliance with these General Conditions of Sale. When placing an order, the customer accepts the general conditions.

1.1 SAS SMART APPAREL reserves the right to modify the General Conditions of Sale at any time. These changes apply to all future orders. The latest version of the General Conditions of Sale is available online. The customer will be subject to the general conditions of sale in force on the day of his order. However, in the event of a modification following a decision by the public authority, this modification may be applied retroactively if the public authority so decides.

1.2 In order to bind SAS SMART APPAREL, all conditions other than these general conditions, as well as any deviation from these general conditions, even if issued by representatives of SAS SMART APPAREL, must be expressly confirmed by SAS SMART APPAREL.

1.3 If any provision of these terms and conditions becomes totally or partially invalid, the remaining provisions remain fully valid and continue to apply. In such a case, if necessary, the parties undertake to establish, in place of the provision which has become invalid, a new provision as close as possible to the objective of the provision which has become invalid.

1.4 In the event of non-compliance with one of the clauses of the general conditions of sale by the customer, the waiver by SAS SMART APPAREL of relying on the non-compliant clause does not constitute a definitive waiver of the said clause by SAS SMART APPAREL nor waiver of reliance on said breach or any other prior or subsequent breach, whether or not identical to that which was not the subject of an immediate appeal or claim by SAS SMART APPAREL.

2 ONLINE ORDERS

2.1 The products offered for sale by SAS SMART APPAREL are those presented on its website. SAS SMART APPAREL does its best to indicate product availability on its website, but cannot be held responsible if a product ordered by the customer is no longer available. SAS SMART APPAREL does its best to indicate product availability on its website, but cannot be held responsible if a product ordered by the customer is no longer available.

2.2 The customer can order products which are out of stock, but which are scheduled to be in stock on the date indicated on the site. This date is only indicative and is therefore not contractual, and SAS SMART APPAREL cannot be held responsible if delivery of said products is made after the indicative date.

2.3 The order confirmation specifies in particular:

a. The price that applies to the quantities ordered;
b. Description of the products ordered;
c. Delivery costs (if applicable);
d. The delivery date of the products ordered, for information purposes only;
e. Payment terms

2.4 Once the order confirmation has been sent by email to SAS SMART APPAREL, no changes to the ordered products can be requested. If the customer wishes to modify an order already placed, he must place a new order and cancel the previous order. Cancellation of the previous order will only be accepted by SAS SMART APPAREL on the condition that the previous order has not yet been shipped to the customer. Any cancellation of an order will result in the reimbursement of costs incurred by this cancellation up to 20% of the total amount of the canceled order.

SAS SMART APPAREL reserves the right to refuse or cancel any order or delivery in the event of:

a. Total or partial non-payment by the customer of a previous order;
b. Ongoing or completed dispute between the customer and SAS SMART APPAREL;
c. Non-payment of the order by the customer.

2.5 SAS SMART APPAREL reserves the right to refuse an order if the information provided by the customer proves to be inaccurate, incomplete or out of date. SAS SMART APPAREL is not required to inform the customer of the reasons for this refusal. In addition, SAS SMART APPAREL cannot be held responsible for the consequences of the provision of incorrect information by the customer. SAS SMART APPAREL must be immediately informed by email of any modification relating to the VAT registration number to the address contact@smartapparel.com.

2.6. SAS SMART APPAREL has the right to cancel the order if payment has not been made within five calendar days following the order date.

3 DESCRIPTION OF THE GOODS TO BE DELIVERED

3.1 The characteristics of the products delivered are those mentioned in the order confirmation.

3.2 After informing the customer, SAS SMART APPAREL is entitled to slightly modify the characteristics of the products to be delivered if, for reasons beyond its control, such as in particular the interruption of the supply by the manufacturer, it becomes impossible to supply exactly the goods ordered.

3.3 The quality standards applied to the products available on the SAS SMART APPAREL website comply with international quality standards.

3.4 The customer assumes sole responsibility for any inconvenience linked to the use of the products ordered.

3.5 SAS SMART APPAREL cannot be held responsible in the event of a manufacturing defect in the products purchased nor in the event of a malfunction of the technologies integrated into the products.

4 PRICES

4.1 The applicable price is the price in effect on the day of the order. SAS SMART APPAREL may modify product prices at any time.

4.2 Under no circumstances does the customer have the right to receive products free of charge for which no price has been indicated or without having received an official order confirmation.

5 DELIVERY

5.1 Delivery dates are given for purely indicative purposes. A delay in delivery (even for express delivery) cannot under any circumstances give rise to a fine or any compensation whatsoever from SAS SMART APPAREL nor justify the cancellation of the order by the customer.

5.2 SAS SMART APPAREL has the right to refuse one or more deliveries, even new orders, without having to justify its decision if the customer does not respect one of its obligations towards SAS SMART APPAREL.

5.3 Transportation costs payable by the customer are specified in the order confirmation. If a customer requests a delivery method not listed among the usual delivery methods, they will be billed separately for the additional costs. If a customer has already paid for an ordinary delivery method, they will be charged the difference between the extraordinary and ordinary delivery charges. In some delivery areas, delivery charges must always be calculated based on the order and must be emailed to the customer for approval before shipping. This includes deliveries outside the European Union and to certain islands in Europe.

5.4 If the customer orders Products for delivery to a country outside the European Union, the customer is deemed to be the approved importer and, in this regard, must comply with the laws and regulations in force in the goods’ receiving country. The customer may be subject to import duties or taxes when the goods arrive in the country. All costs are the responsibility of the customer. The customer must assume responsibility for all customs formalities alone and at his own expense without SAS SMART APPAREL being held liable for any reason whatsoever.

5.5 SAS SMART APPAREL cannot be held responsible if the customer encounters any customs problem when exporting SAS SMART APPAREL products to a country located outside the European Union for which SAS SMART APPAREL is not able to provide the required documents (Switzerland, United States, Canada, African countries, etc.).

6 RETENTION OF OWNERSHIP

6.1 SAS SMART APPAREL retains ownership of the products until full payment of their price in principal and interest. In the absence of payment of the price on the agreed due date, the sale will be automatically canceled, SAS SMART APPAREL may take back the products and the deposits already paid will remain acquired in return for the enjoyment of the products from which the customer has benefited. The products remaining the property of SAS SMART APPAREL until full payment of their price, the buyer is prohibited from having them for resale or transformation.

6.2 In the event of non-payment of invoices by the customer within the contractual deadlines, without prejudice to its other rights arising from the contract or the law, SAS SMART APPAREL may require that the products be returned to it to the address of its choice at costs and risks of the customer.

6.3 The customer is liable for compensation for loss of value set at 20% of the price of the product for each month they are held between the time of delivery and return. This compensation can be offset with any deposit paid.

6.4 Without prejudice to what is stipulated above, the customer will grant SAS SMART APPAREL the right to collect, on its behalf, its customer’s current invoices for products not paid to SAS SMART APPAREL. To enable the execution of this assignment by notification to the assigned debtor, the customer authorizes SAS SMART APPAREL to read its accounting books, invoice registers, order books and other relevant administrative, financial and accounting documents.

7 TRANSFER OF RISKS

7.1 The risks are transferred to the customer on the day the products are made available to him, whether or not he accepts delivery, the transfer of possession entailing the transfer of risks. Consequently, the customer now undertakes to take out an insurance contract guaranteeing the risks of loss, theft or destruction of the products.

8 COMPLAINTS / RETURNS

8.1 The customer is required to check the conformity of the products delivered upon receipt. The customer is required to inform customer service of the damage as soon as possible.

8.2 Any complaints regarding the invoice must be sent by email within five calendar days from the invoice date. Otherwise, the invoice will be considered accepted. Under no circumstances may a claim be relied upon to delay payment of the invoice.

8.3 In the event of non-compliance or hidden defect, the customer must send a complaint to SAS SMART APPAREL, specifying the nature and reasons for this complaint. Slight differences in size, shade, color and workmanship do not constitute non-conformity. Any complaints relating to quality must be analyzed by the SAS SMART APPAREL quality department, which determines whether a defect exists. Any defect noted by the customer (marking, difference in size, colors, etc.) must be reported before any modification to the product. SAS SMART APPAREL will not accept the claim after decoration (printing, embroidery, etc.). Complaints must reach SAS SMART APPAREL by email within 14 calendar days from the customer or a third party taking possession of the products. Once this period has expired, the customer is deemed to have accepted the products. Any claim, other than those relating to hidden defects, will be rejected.

8.4 Any request for product return must reach SAS SMART APPAREL by email within 14 calendar days from the date the customer or a third party takes possession of the products. Once this period has expired, the customer is deemed to have accepted the products. The customer must send a written return request specifying the nature and reasons for this request and wait to receive written agreement from SAS SMART APPAREL on this subject, if applicable. Written agreement from SAS SMART APPAREL is given without prejudice and without any prejudicial acknowledgment.

8.5 If agreed, SAS SMART APPAREL will open a return file. The customer will receive a return’s number as well as a label on which the return address is written. The customer must attach the return authorization and affix the label provided by SAS SMART APPAREL to the box to be returned. The responsibility for sending the package(s) with the carrier of their choice lies with the customer. Any return sent to an address other than that indicated by SAS SMART APPAREL will be refused. Returns must be made within 15 calendar days following the opening of the return file by SAS SMART APPAREL. Packages that do not contain any element identifying the sender (return number, order number, customer name, address, etc.) will be refused. SAS SMART APPAREL will never accept the costs of a return organized by the customer without its prior written consent.

8.6 The products must be returned to SAS SMART APPAREL in their original packaging and in the condition received by the customer, as well as all elements delivered (accessories, packaging, etc.). Products cannot be accepted if they are returned in packaging other than the original one or in damaged original packaging. Products modified by the customer (embroidered, screen printed, etc.) or by third parties can never be returned. Returned products which have been refused by SAS SMART APPAREL are kept at the disposal of the customer, who must collect them from the address communicated to him and pay for them if he has not already done so. In the event of non-compliance or defect duly noted by SAS SMART APPAREL, the customer may obtain a replacement or a credit note which the customer may deduct from its next purchase or reimbursement of the products, at the customer’s choice, at the exclusion of any compensation or damages.

8.7 In the event of an authorized return of compliant products, that is to say compliant and without visible or hidden defects, the customer can obtain a refund for them. In this case, SAS SMART APPAREL reserves the right to retain twenty percent (20%) of the invoice value SAS SMART APPAREL GENERAL TERMS & CONDITIONS OF SALE 6 excluding VAT of the returned compliant products, from a minimum amount of 100 EUR per return file. The costs of returning compliant products are the responsibility of the customer.

8.8 In the event of abnormal or unjustified returns, SAS SMART APPAREL reserves the right to refuse this return as well as any subsequent order from the customer.

9 LIABILITY

9.1 SAS SMART APPAREL strives to provide products of consistent quality. It is expressly agreed that differences in size, shade, color and execution are accepted by the customer, taking into account the nature and composition of the products. If SAS SMART APPAREL recognizes that one of its products is defective, it will be replaced with a similar product of equal value. Under no circumstances will SAS SMART APPAREL’s liability go beyond replacement or reimbursement. SAS SMART APPAREL cannot be held responsible for any damage suffered by the customer, whether for direct or indirect damage, due to the use of the products purchased.

9.2 The photos and texts which illustrate and describe the products presented on this website are provided for information purposes and are not contractual. They are used exclusively to promote SAS SMART APPAREL products and no other use is authorized. SAS SMART APPAREL assumes no responsibility for errors or omissions in the photos or texts presented on this website.

9.3 The customer releases SAS SMART APPAREL from any liability and waives any right to compensation or damages against SAS SMART APPAREL which may result from the services of SAS SMART APPAREL – or in this regard – or from the temporary unavailability of the website of SAS SMART APPAREL, except in the event of loss or damage caused intentionally by SAS SMART APPAREL or as a result of gross negligence on its part.

10 PAYMENT TERMS

10.1 Purchases must be paid exclusively by bank transfer to SAS SMART APPAREL.

10.2 Unless otherwise indicated on the invoice, invoices are payable in advance, without discount, upon acceptance of the order.

11 LATE PAYMENT

11.1 In the event of late payment, the customer is automatically liable, without prior notice, for default interest, from the due date of the invoice. This amount is increased by a lump sum compensation of 10%, subject to a minimum of 60 EUR for administrative costs.

11.2 Non-payment of a due invoice automatically makes all invoices, whether due or not, payable immediately. SAS SMART APPAREL has the right to request payment guarantees at any time. If it has not received the requested guarantees, SAS SMART APPAREL is entitled to delay delivery of current orders or to cancel them. All direct or indirect costs linked to non compliance with the payment deadline, for example additional delivery costs, are the responsibility of the customer.

12 FORCE MAJEURE – LIMITATION OF LIABILITY

12.1 Force majeure means any event beyond the control of SAS SMART APPAREL which could not be reasonably foreseen at the time of the conclusion of the sales contract between SAS SMART APPAREL and the customer and whose effects cannot be avoided by appropriate measures and which prevents the execution of its obligations by SAS SMART APPAREL. Force majeure events constitute, without this list being exhaustive, natural disasters, riots, military or war operations, national or local emergency situations, epidemics, acts or negligence on the part of the government and the authorities. public, economic disputes of any nature whatsoever, actions of workers, fires, floods, lightning, explosions, riots, looting, sabotage, criminal acts, damage caused by accidental or uncontrollable events, attributable to third parties (including in particular fires, explosions and air disasters), natural disasters, atmospheric phenomena (which includes in particular floods, rain, winds, storms, fires, hurricanes and volcanic events), failure to perform the part of third parties in the contract, strikes or government acts, collapses as well as any act or negligence committed by a natural or legal person beyond the control of SAS SMART APPAREL, in particular its suppliers.

12.2 In the event of force majeure, the sale is suspended, SAS SMART APPAREL is released from the execution of its obligations for the duration of the force majeure event and, in particular, the delivery time of the products is extended by one period corresponding to the period during which SAS SMART APPAREL is unable to fulfill its obligations due to the force majeure event.

12.3 If the delivery time of the products is delayed by more than six weeks due to an event of force majeure, SAS SMART APPAREL and the customer have the possibility of canceling all or part of the order without the customer being able to claim to any compensation whatsoever. SAS SMART APPAREL nevertheless has the right to be compensated for the costs incurred. SAS SMART APPAREL nevertheless has the right to be compensated for the costs incurred.

12.4 In the event of unforeseen circumstances during the execution of the order, SAS SMART APPAREL may request that the deadline be extended and/or that the order be modified, including the prices set, if said circumstances make all or part of the order difficult and/or more expensive to execute. If necessary, the parties must meet to discuss in good faith the adjustments to be made to the order so that it remains beneficial to both parties. If necessary, the parties must meet to discuss in good faith the adjustments to be made to the order so that it remains beneficial to both parties.

12.5 If the impediment due to the force majeure event is definitive, the sales contract is automatically terminated, and SAS SMART APPAREL is released from all its obligations.

13 ORDERING ERROR
13.1 If a customer has made an error in his order, he can request in writing to return the goods. The return procedure is described in paragraph 8 (Complaints / Returns) of these General Conditions of Sale. In fact, the same return conditions mentioned in paragraph 8 apply if the customer has made an error. Any request for return of the goods must reach SAS SMART APPAREL within a maximum period of twenty-eight (28) calendar days from the date on which the customer or a third party takes possession of the goods. Once this period has expired, the customer is deemed to have accepted the products and SAS SMART APPAREL can no longer be held responsible for the error.

13.2 An ordering error cannot under any circumstances be invoked to delay payment of the invoice. A product return will only be accepted and approved after prior written request and written agreement from SAS SMART APPAREL, mentioning the address to which the products must be returned. Return costs are the responsibility of the customer.

13.3 The products must be returned to SAS SMART APPAREL in the condition in which they were received by the customer, with all elements delivered (accessories, packaging, etc.). Returned products for which SAS SMART APPAREL is deemed unable to accept the return are held at the customer’s disposal for a maximum of four (4) weeks. The customer is required to collect them from the address indicated and pay for them. In the event of abnormal or unjustified returns, SAS SMART APPAREL reserves the right to refuse this return as well as any subsequent order.

13.4 Products modified by the customer or a third party can never be returned or refunded. Packages cannot be returned without an element identifying the sender (return number, order number, customer name, address).

13.5 Returns must be sent to the address indicated by SAS SMART APPAREL with its prior written consent and must include a copy of the delivery note and invoice. The products will be taken back by SAS SMART APPAREL for an amount equal to eighty percent (80%) of the amount invoiced by SAS SMART APPAREL, subject to compliance by the customer with articles 13.1 to 13.4 of these General Conditions of Sale.

13.6 Complaints resulting from a picking error must reach SAS SMART APPAREL within a maximum of two (2) calendar days from the date the customer or a third party takes possession of the goods. Once this period has expired, the customer is deemed to have accepted the products and SAS SMART APPAREL can no longer be held responsible for the error.

14 ORDER CANCELLATION BY SAS SMART APPAREL

14.1 By sending written notification to the customer, SAS SMART APPAREL is entitled to cancel the order if the customer does not pay the amount owed within the agreed time frame. In any case, SAS SMART APPAREL has the right to cancel the order if payment has not been made within five (5) calendar days following the order date.

15 INTELLECTUAL PROPERTY

15.1 The name, logos, brands and designs of SAS SMART APPAREL are protected in the markets where SAS SMART APPAREL is present.

15.2 Any element protected, developed, created or acquired by SAS SMART APPAREL is and remains the exclusive property of SAS SMART APPAREL and/or third parties who have granted it a license.

15.3 In any case, the visual elements may only be used in their original format and in accordance with the instructions provided on a case-by-case basis by SAS SMART APPAREL. They are made available to our “reseller” customers with the sole objective of promoting SAS SMART APPAREL brands and products. They cannot under any circumstances be altered, colored, photographed or adapted to any requirement or method of communication whatsoever, whether in paper, video or digital format. They cannot be combined with each other or associated with third-party visual material. SAS SMART APPAREL clients are responsible for the creation and development of visuals reflecting their own brand image. Consequently, the responsibility for any visual not created by SAS SMART APPAREL does not lie with SAS SMART APPAREL which cannot be held liable in any form whatsoever in the event of violation of the intellectual property rights of a third party by a customer who will therefore remain solely responsible for the damage he has caused and solely liable for any damages and reparations of any nature that may be claimed from him. In the event that SAS SMART APPAREL is challenged by a third party due to infringement of the intellectual property rights of a third party caused by a client, the client undertakes to inform SAS SMART APPAREL as soon as possible and to cover all costs of any nature that SAS SMART APPAREL would be forced to incur for the defense of its interests, SAS SMART APPAREL remaining in control of the choice of its advice and its defense strategy; under no circumstances may the customer act in the name and on behalf of SAS SMART APPAREL without the express prior authorization of SAS SMART APPAREL.

15.4 SAS SMART APPAREL does not authorize indexing on Google, or elsewhere, on its behalf.

15.5 The SAS SMART APPAREL website and its content are protected under intellectual and industrial property rights for the benefit of SAS SMART APPAREL. It is prohibited to copy, reproduce, extract or distribute all or part of these elements on any medium of any nature whatsoever without express prior authorization given by SAS SMART APPAREL.

15.6 SAS SMART APPAREL reserves the right to take any recourse of any nature whatsoever to enforce its rights and defend its interests, in the event of violation of the conditions of these General Conditions of Sale.

16 USE OF ELECTRONIC MEANS OF COMMUNICATION

16.1 The products offered on the SAS SMART APPAREL website are sold using the digital platform. Consequently, the customer accepts that SAS SMART APPAREL communicates with him electronically. SAS SMART APPAREL is authorized to send the customer electronic messages and other notifications regarding his order via the Internet. To the extent permitted by law, the customer agrees that the foregoing supersedes any legislation imposing other methods or other deadlines for receiving notifications relating to his order. SAS SMART APPAREL is authorized to send messages via other methods (for example, by postal mail) and to receive notifications in writing if this method is expressly specified by the parties, by way of derogation from these General Conditions of Sale. To the extent permitted by law, the customer undertakes, in the event of a dispute, not to contest the validity of any order, information, notification or message sent electronically between the parties in connection with these General Conditions of Sale and the contracts concluded between the parties. The Customer is solely responsible for access and use of the SAS SMART APPAREL website. SAS SMART APPAREL declines all responsibility in the event of a malfunction or incompatibility between access and use of its website and the customer’s personal equipment or hardware configuration, including its software. SAS SMART APPAREL is not responsible for malfunctions attributable to access providers, transfer times of documents or information, or in the event of interruption due to force majeure. SAS SMART APPAREL is not responsible for any consequences of a security defect in the hardware, connections or software used by the customer. SAS SMART APPAREL cannot be held responsible in the event of fraudulent use of the customer’s personal or professional information. The customer undertakes to preserve the confidentiality of his personal and professional information in order to avoid any unauthorized use of his information by a third party. The customer’s liability will be presumed in the event of fraudulent or abusive use of his personal or professional information. In accordance with article 15 of the law of June 21, 2004, SAS SMART APPAREL cannot be held responsible for any damage resulting from a fault, nonperformance or poor execution attributable to the customer, or from an unforeseeable and insurmountable event of a third party unrelated to the provision of the service, or a case of force majeure.

The customer is informed that SAS SMART APPAREL has the possibility of suspending access to its website for the following reasons:

– In the event of the occurrence of a force majeure event
– In the event of maintenance or updating of the website

In this case, the customer will always have traditional means of communication and in particular communication by post.

17 APPLICABLE LAW AND COMPETENT COURTS

These general conditions of sale are subject to French law. The application of the United Nations Convention on Contracts for the International Sale of Goods (1980 Vienna Convention) is expressly excluded. Any dispute which arises during the interpretation or execution of these terms is subject to the exclusive jurisdiction of the Commercial Court of Paris (France). Any non-professional customer who has his habitual residence in a State of the European Union also benefits from the legal provisions applicable in his or her country of residence.

18 DISPUTE – CONSUMER MEDIATION

In the event of a dispute between the Client and the company, they will endeavor to resolve it amicably (the Client will send a written complaint to the company or, where applicable, to the company’s Customer Service). In the absence of an amicable agreement or in the absence of a response from the company within a reasonable period of one (1) month, the Client within the meaning of Article L.133-4 of the Consumer Code has the possibility of contact, free of charge, if a disagreement persists, the competent mediator registered on the list of mediators established by the Commission for the Evaluation and Control of Consumer Mediation in application of Article L.615-1 of the Consumer Code :

La Société Médiation Professionnelle – Alteritae
www.mediateur-consommation-smp.fr
5, rue Salvaing 12000 Rodez, France

The European Commission provides an online dispute resolution platform which you can access here:

https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=FR

These regulations can be consulted on the following page:

https://eur-lex.europa.eu/legalcontent/FR/TXT/?uri=CELEX%3A32013R0524&qid=1710687202440

19 CUSTOMER SERVICE

If you wish to obtain information or ask questions, do not hesitate to contact our customer service by email: contact@smart-apparel.com

The head office:
SAS SMART APPAREL
229 rue Saint-Honoré
75001 Paris
France