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: email@example.com
Hereinafter referred to as "RightNao".
General terms and conditions of sale
The company RightNao
2.1 RightNao manufactures and markets products, mainly 3D printed teeth and supports, 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 or on behalf of another professional".
Any customer placing an order with RightNao, including through its website, declares to act as a professional within the meaning of the preliminary article of the consumer code. Consequently, the provisions of the consumer code relating to the sale 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 the present 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.
The list of products manufactured and marketed by RightNao is listed on its website or is available upon express 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 in this respect.
The products manufactured and marketed by RightNao are intended exclusively for the training of practitioners and students. The customer is therefore prohibited from using them for other purposes, including implanting them on persons.
The customer is also prohibited from reselling to anyone and on any geographical territory any products purchased from RightNao. The customer undertakes to use them for his own needs.
4.1 Orders for Products are placed by the Customer via the RightNao Website. The Customer warrants that the information provided in the order is accurate, complete and sufficient to enable RightNao to process and fulfill the order.
4.2 As an exception, for any order of Products over one thousand (1,000.00) units of Products, a written request must be sent to RightNao specifying the quantity of Products, the type of Products, the date and place of delivery desired. RightNao will provide the customer with a specific quote. The order will only be accepted by RightNao upon receipt of the quotation which has been accepted without reservation and signed by the customer.
4.3 The order is firm and final for the Client upon validation and payment on the RightNao Website or upon receipt by RightNao of the signed quotation. Unless otherwise expressly agreed in writing by RightNao, the Client may not modify or cancel an order that has become final. As the provisions of the Consumer Code are inapplicable, the Client acknowledges that he/she has no right of withdrawal in respect of orders placed with RightNao (including those placed via the Website).
5.1 The delivery terms and the indicative delivery date are 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 in an order are different, RightNao may offer the customer to split the order. In case of split delivery, delivery charges will be invoiced on each fraction of the order delivered. If the customer does not agree to a split delivery, the delivery will take place on the date of availability of all the products ordered.
5.3 Failure to deliver the ordered products on the agreed date, in case of absence of the customer or incorrect or incomplete information from the customer, may result in the payment of additional delivery charges, storage charges, warehousing charges and cancellation of the order by RightNao.
5.4 Risk passes to the customer upon delivery of the products, which is defined as the unloading of the products by the carrier at the delivery location specified in the order or, in the case of transport at the customer's expense, upon collection of the products at the address provided by RightNao. The Customer shall be liable for any loss or damage to the Products which may occur or be caused by any cause whatsoever from the time of delivery or, in the case of transport at the Customer's expense, from the time of collection.
Upon delivery, the customer must carry out all necessary examinations and tests to detect any damage, missing, other apparent or non-conformities of the products delivered to the delivery note and/or the order.
Any refusal, claims or reservations concerning the delivery of the products must, to be taken into account, be mentioned during the 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 RightNao by registered letter with AR within three (3) days after delivery (article L. 133-3 of the commercial code).
Notwithstanding the above provisions, damage or defects which cannot reasonably be detected on delivery shall, in order to be taken into account by RightNao, be subject to claims within a maximum period of 24 hours from delivery, by email and registered mail with AR at RightNao's head office, and will imperatively include the following: order reference, object and reasons for the claim. It is up to the customer, in order for his claim to be taken into account, to provide any justification as to the reality of the defects, unconformities or damages declared and to allow RightNao to make their finding.
In the case of defective, damaged, non-conforming or flawed product, the customer shall, at RightNao's option, either hold the products concerned at its disposal or that of any third party designated by RightNao, or destroy the products or return them.
7.1 The price of the products applicable to an order is the one displayed on the Website on the day of the order or the one appearing on the quote signed by the customer. The prices are exclusive of tax and in euros.
The price of the products does not include transport. Transport costs are invoiced to the customer in addition to the price of the products. The amount of the transport costs is specified at the time of the order.
7.2 RightNao reserves the right to change the price of its products at any time
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 payment method expressly accepted by RightNao.
Unless otherwise agreed by RightNao, no product will be dispatched 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 plus 10 percentage points, as well as a fixed recovery indemnity of €40 per unpaid invoice on the due date, without prejudice to the legal late payment interest and other recovery costs incurred by RightNao, which will be invoiced on presentation of supporting documents
Failure to pay a single invoice at maturity may entail, without prior notice, the immediate liability of all sums owed.
In case of opening of a procedure for the safeguarding, recovery or liquidation of the client, invoices not yet paid by the customer will become immediately payable and their amount may be immediately compensated with all sums possibly owed by RightNao to the customer.
8. RETENTION OF TITLE
IN any event, RightNao reserves the property of the products sold until full payment of the prize, interest, penalties and accessories, the payment being deemed to be paid only to the actual collection of the prize. Any contrary clause, including in the customer's terms of purchase, is deemed unwritten and may not be opposed to RightNao.
As long as the price is not paid in full, the customer will not have to use the products or give them as collateral. In case of seizure or any other intervention by a third party on the products, the customer must inform RightNao without delay in order to allow him to preserve his rights.
In the event of default of payment of all or part of a single invoice at maturity, the products must, at the request of RightNao, be immediately returned to the customer's costs and risks, the products in the customer's possession being deemed to be those unpaid. If necessary, the customer authorizes RightNao to enter its premises to proceed with the recovery of the products.
9. INTELLECTUAL PROPERTY
Orders cannot be construed as conferring any right on RightNao's intellectual or industrial property rights to the client, nor as a transfer to its benefit of its intellectual property rights or including patents, designs, designs, 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 rights of which RightNao is a licensee or licensee.
In particular, the customer is prohibited from infringing, modifying the intellectual or industrial property rights of RightNao or depositing directly or indirectly any identical intellectual or industrial property rights, similar or derived from intellectual or industrial property rights of RightNao, in a few classes of goods and services whatsoever, in any geographical territory whatsoever, including those where the intellectual or industrial property rights of RightNao would not yet be 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, including commercial, technical, intellectual, accounting and related to RightNao, the customer, the orders and/or the products, the customer and/or RightNao may be aware of in connection with the contractual relations and in particular the execution of the orders.
By way of exception, by accepting these general terms and conditions, the customer expressly authorizes RightNao to cite it as a commercial reference on its advertising and communication materials and to affix its name/corporate name/trade logo on its brochures, commercial documentation and website.
RightNao products comply with French regulations. RightNao's liability is excluded as a result of non-compliance with other regulations in the case of use of products abroad by the customer.
RightNao's liability is only incurred in the event of negligence or proven misconduct on its part. It is expressly excluded in case of force majeure (article 12), fault, negligence, breach or failure of the client to its legal, regulatory or contractual obligations arising from the application of these general conditions, and in particular by use of the products for purposes other than for the purposes permitted by article 3 of these general conditions of sale.
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-fulfilment of its obligations, if such non-execution is due to the occurrence of an event constituting force majeure within the meaning of the French law and jurisprudence.
Of express agreement, are constituting events of force majeure within the meaning of this clause, since they are beyond the control of RightNao: fires, floods, storms, earthquakes and other natural disasters, wars, riots and revolutions, total or partial strikes, stoppages of work or other social movements within the staff of RightNao or that of its suppliers or providers, occupations of factories or premises, administrative decisions, facts of the Prince, interruptions or delays in means of transport, impossibilities of supply of products or raw materials, tooling accident.
In case of failure to comply with all or part of its obligations due to a case of force majeure, RightNao will inform the client as soon as possible. RightNao may then, depending on the circumstances, either cancel the order or suspend the execution or delay the delivery without the customer being able to claim any compensation in this respect or that he can cancel his order, unless agreed in writing and prior to RightNao. In case of suspension of the order, the customer undertakes to make all necessary arrangements to extend, at his expense, the validity of his means of payment during the suspension period and until the actual delivery.
13. PERSONAL DATA
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 shall not assign or transfer in any form whatsoever any of his/her 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 general terms and conditions is deemed invalid or unenforceable, the other provisions of these general terms and conditions shall remain applicable in their entirety.
15.3 No waiver: no waiver of any provision of these terms and conditions shall be construed as a waiver of any provision.
15.4 Proof: By express agreement between RightNao and the Customer, emails will be deemed to be proof between the parties as will the automatic recording systems used on the Website, in particular as to the nature and date of the order.