GENERAL TERMS AND CONDITIONS OF SALE

1. RIGHTNAO

The company RightNao
SAS with a capital of 20,000 euros,
RCS of Nantes n°832.969.877
Registered office: Individual VAT identification number: FR08832969877 Ι Tel: 06.70.65.82.23 Ι email: contact@right-nao.com
Hereinafter referred to as "RightNao".

2. APPLICATION/OPPOSABILITY

2.1 RightNao manufactures and markets products, mainly 3D printed teeth and supports, intended exclusively for the training of practitioners and students by professionals and training organisations.
The products sold by RightNao are therefore exclusively intended for professionals within the meaning of the preliminary article of the Consumer Code, namely: "any individual or legal entity, public or private, who acts for purposes within the framework of his commercial, industrial, artisanal, liberal or agricultural activity, including when he acts in the name of or on behalf of another professional.
Any customer placing an order with RightNao, including via its Website, declares that he/she is acting as a professional in the sense of the preliminary article of the Consumer Code. Consequently, the provisions of the Consumer Code relating to sales to consumers and those applicable to non-professionals are inapplicable.

2.2 Any order placed by the Customer with RightNao, in particular via its website accessible at www.right-nao.com (hereinafter the "Website") implies the full and unreserved acceptance and application of these general terms and conditions of sale, which prevail over any other terms and conditions emanating from the Customer and over any other documents not expressly accepted by RightNao.
These terms and conditions supersede RightNao's previous terms and conditions of sale. RightNao reserves the right to make any changes to these terms and conditions.

3. PRODUCTS

The list of products manufactured and marketed by RightNao is available on its Website or can be consulted upon request to RightNao. RightNao reserves the right to make any changes to its products and to suspend the manufacture and marketing of all or part of its products, without the Customer being able to claim any compensation for this.
The products manufactured and marketed by RightNao are exclusively intended for the training of practitioners and students. The client is therefore forbidden to use them for any other purpose, in particular to implant them on people.
The client also agrees not to resell the products purchased from RightNao to anyone in any geographical area. The Client agrees to use the products for its own purposes.

4. CONTROLS

4.1 product orders are placed by the customer through the RightNao website. The Customer warrants that the information provided during the order is accurate, complete and sufficient to allow RightNao to process and execute the order.

4.2 by exception, for any order of products of more than one thousand (1,000.00) product units, a request must be made in writing to RightNao specifying the quantity of products, type of products, date and place of delivery desired. RightNao will communicate a specific quotation to the customer. The order will be taken into account by RightNao only upon receipt of the quotation accepted without reservation and signed by the customer.

4.3 the order is firm and definitive for the customer from its validation and payment on the RightNao website or by RightNao's receipt of the signed quotation. Unless otherwise agreed and written by RightNao, the customer will not be able to modify or cancel an order that has become definitive. Since the provisions of the consumer code are inapplicable, the customer acknowledges that he does not have any right of withdrawal in respect of orders placed with RightNao (notably those via the website).

5. DELIVERIES

5.1 the terms of delivery and the indicative date of delivery shall be specified:

• for orders placed on the website, when the order is validated by RightNao. In any event, the products ordered via the website are dispatched by RightNao within a maximum period of three (3) weeks from the date of the order.
• for other orders, in the quotation returned signed by the customer. The delivery service of RightNao makes contact with the customer in order to set a delivery date within the deadlines mentioned in the order.

5.2 in cases where the respective availability dates of the products of an order are different, RightNao may propose to the customer to split its order. In case of split delivery, shipping charges will be charged on each fraction of the order delivered. In the absence of agreement of the customer for a split delivery, the delivery will occur on the date of availability of all the products ordered.

5.3 the inability to deliver on the agreed date the products ordered, in case of absence of the customer or incorrect or incomplete information of the customer, may give rise to the payment of additional delivery costs, storage costs, storage costs and the cancellation of the order by RightNao.

5.4 the risks are transferred to the customer upon delivery of the products which means the unloading of the products by the carrier at the place of delivery specified in the order or, in the case of transport at the customer's expense, upon their removal at the address communicated by RightNao. The customer assumes responsibility for the loss or damage that the products may incur or cause for any cause whatsoever from their delivery or removal in case of transport at the customer's expense.

6. RECEPTION

The customer must carry out, upon delivery, all examinations and tests necessary to detect any damage, shortages, other apparent defects or non-conformity of the products delivered with the delivery note and/or the order.
All refusals, claims or possible reservations concerning the delivery of the products must, in order to be taken into account, be mentioned at the time of delivery and in the presence of the carrier on the delivery note and on the delivery receipt, duly signed and stamped, and be addressed to the carrier and to RightNao by registered letter with acknowledgement of receipt within three (3) days following delivery (article L.133-3 of the French Commercial Code).
The customer is responsible for any damage or defects that cannot be reasonably detected at the time of delivery. To be taken into account by RightNao, claims must be made within a maximum of 24 hours of delivery, by email and by registered letter with acknowledgement of receipt to RightNao's head office, and must include the following information: reference of the order, object and reasons for the claim. In order for the complaint to be taken into account, the customer must provide all justification as to the reality of the defects, non-conformities or damage declared and allow RightNao to proceed to their observation.
In the event of a defective, damaged, non-conforming or defective product, the customer shall, at RightNao's option, either hold the products concerned at its disposal or at that of any third party designated by RightNao, or destroy the products or return them.

7. PRICE/PAYMENT

7.1 the price of the products applicable to an order is that displayed on the website on the day of the order or that appearing on the quotation signed by the customer. Prices are exclusive of tax and in euros. The price of the products does not include transportation. The cost of transportation is charged to the customer in addition to the price of the products. The amount of transport costs is specified when ordering.

7.2 RightNao reserves the right to modify at any time the price of its products

7.3 Unless otherwise expressly agreed in writing by RightNao, if applicable in the quotation, the price of the Products ordered is invoiced and paid in Euros on the day of the order by credit card or bank transfer or any other method of payment expressly accepted by RightNao.
Unless otherwise agreed by RightNao, no products will be shipped without prior payment of the ordered products.

7.4 In any event, any delay in payment will automatically, without the need for a reminder, lead to the application of late payment penalties, calculated per day of delay, on the basis of the rate applied by the ECB to its most recent refinancing operation increased by 10 percentage points, as well as a fixed recovery indemnity of €40 per unpaid invoice on its due date, without prejudice to legal late payment interest and other recovery costs incurred by RightNao, which will be invoiced on presentation of proof.
Failure to pay a single invoice by its due date may result in all sums due being immediately payable without prior notice.
In the event of the opening of a safeguard, recovery or judicial liquidation procedure of the client, the invoices not yet paid by the client will become immediately payable and their amount may be immediately set off against any sums that may be due by RightNao to the client.

8. RETENTION OF TITLE

In any event, RightNao reserves title to the products sold until full payment of the price, interest, penalties and incidentals has been made, payment being deemed to have been made only upon actual receipt of the price. Any clause to the contrary, particularly one included in the customer's terms and conditions of purchase, shall be deemed unwritten and may not be invoked against RightNao.
Until the price is paid in full, the Customer shall not use the Products or give them as security. In the event of seizure or any other intervention by a third party on the products, the customer must inform RightNao without delay in order to allow it to preserve its rights.
In the event of non-payment of all or part of a single invoice on its due date, the products shall, at RightNao's request, be immediately returned to RightNao at the customer's expense and risk, the products in the customer's possession being deemed to be those unpaid. The customer authorizes RightNao to enter the customer's premises to collect the products.

9. INTELLECTUAL PROPERTY

The orders cannot be interpreted as conferring on the customer any right on RightNao's intellectual or industrial property rights, nor as involving the transfer to the customer of its intellectual or industrial property rights, which include patents, designs, models, trademarks, logos, trade names, signs, domain names, copyrights, software, computer programs, websites, databases, ideas, concepts, know-how, processes and more generally any intellectual and industrial property right that RightNao holds or has licensed.
The Customer shall not infringe, modify or register directly or indirectly any intellectual or industrial property rights identical, similar or derived from RightNao's intellectual or industrial property rights, in any class of products or services, in any geographical territory whatsoever, including those where RightNao's intellectual or industrial property rights are not yet protected.

10. INTELLECTUAL CONFIDENTIALITY

RightNao and the client mutually agree to keep confidential and not to disclose to third parties without the prior consent of the other party all information and documents, in particular commercial, technical, intellectual, accounting and financial, relating to RightNao, the client, orders and/or products, of which the client and/or RightNao may become aware during the contractual relationship and in particular during the execution of orders.
By way of exception, by accepting these terms and conditions, the client expressly authorizes RightNao to use the client's name as a commercial reference on its advertising and communication materials and to include the client's name / company / trade name and logo on its brochures, sales literature and website.

11. RESPONSIBILITIES

RightNao's products comply with French regulations. RightNao's liability is excluded for failure to comply with any other regulations in the event of the Customer's use of the Products abroad.
RightNao is only liable in case of negligence or proven fault on its part. It is expressly excluded in case of force majeure (article 12), fault, negligence, violation or failure of the client to comply with its legal, regulatory or contractual obligations arising from the application of these general terms and conditions, and in particular in case of use of the products for purposes other than those authorised in article 3 of these general terms and conditions.

RightNao is also not liable and shall under no circumstances be obliged to compensate the customer for indirect and/or intangible damages suffered by him, such as loss of margin, turnover and image impairment. RightNao does not in any way guarantee the customer of the result or the return on investment expected or hoped by the customer due to the use of the products. In any event, in cases where RightNao's liability is incurred:

• the maximum amount of compensation due for damages suffered by the customer shall not exceed the amount of the guarantee limit granted by the insurer;
• any claim for damages that would be made by the customer shall also be lodged within a period of six (6) months from the date of his knowledge of the damage under penalty of foreclosure.

12. FORCE MAJEURE

RightNao shall not be liable for the total or partial non-performance of its obligations if such non-performance is due to the occurrence of an event constituting force majeure as defined by French law and jurisprudence.
It is expressly agreed that the following constitute force majeure events within the meaning of this clause, if they are beyond the control of RightNao In the event that the Supplier is unable to perform its obligations under this Agreement, the Supplier shall be entitled to claim damages from the Supplier in the event that the Supplier is unable to perform its obligations under this Agreement, and in the event that the Supplier is unable to perform its obligations under this Agreement, the Supplier shall be entitled to claim damages from the Supplier in the event that the Supplier is unable to perform its obligations under this Agreement.
If RightNao is unable to fulfil all or part of its obligations due to force majeure, RightNao will inform the client as soon as possible. RightNao may then, depending on the circumstances, either cancel the order, suspend its execution or delay delivery without the customer being able to claim any compensation for this or to cancel the order, unless RightNao has given prior written consent. In the event of suspension of the order, the client is obliged to take all necessary steps to extend, at its own expense, the validity of its means of payment during the period of suspension and until the actual delivery.

13. PERSONAL DATA

The Customer is aware that in the course of placing and fulfilling an order, the Customer will provide RightNao with personal information about the Customer. The Customer declares that he/she has read and accepted RightNao's Privacy Policy. This policy can be consulted at any time on the Site: privacy policy.

14. APPLICABLE LAW/COMPETENT COURT

The present general conditions and the orders concluded in application are governed by French law.
All disputes to which the present general conditions and the orders concluded in application could give rise concerning both their validity, interpretation, execution, termination, consequences and consequences will be submitted to the competent Court for the Nantes area of jurisdiction, even in the event of summary proceedings, plurality of defendants, incidental demand or appeal for guarantee.

15. OTHER STIPULATIONS

15.1 Intuitu personæ: The client may not assign or transfer in any form its rights and obligations under these terms and conditions and any orders made pursuant to them without the prior written consent of RightNao.
15.2 Validity: In the event that any provision of these terms and conditions is held to be invalid or unenforceable, the remaining provisions of these terms and conditions will remain in full force and effect.
15.3 No waiver: no tolerance on the application of the provisions of these general terms and conditions may be interpreted as a waiver of their application.
15.4 Proof: By express agreement between RightNao and the client, emails will be considered as proof between the parties as well as the automatic recording systems used on the Website, in particular regarding the nature and date of the order.