LAST UPDATE: 22 OCTOBER 2024
ARTICLE 1: PURPOSE
1.1 These General Terms and Conditions of Sale (GTC) are intended to define the rights and obligations of the Seller and the Buyer in the context of the sale of products and services offered by the Seller.
SARL SPACE DELIRIUM, registered with the Arras Trade and Companies Register under number 885 060 483, with VAT number FR73885060483, and headquartered at 152 rue du Galibier, 62223 Saint-Nicolas, France (REP - IDU: FR381937_01TDDM), hereinafter referred to as the Seller.
Any individual or legal entity wishing to visit and/or purchase the products or services offered for sale by SPACE DELIRIUM, hereinafter referred to as the “Buyer.”
1.2 These GTC apply to all sales of products and services made by the Seller, whether through its website, by phone, by email, or any other means of communication.
ARTICLE 2: ACCEPTANCE OF THE GENERAL TERMS AND CONDITIONS OF SALE
2.1 These General Terms and Conditions of Sale (GTC) are accessible at any time on the Seller’s website and will prevail, if applicable, over any other version or contradictory document.
2.2 The purchase of products and services by the Buyer implies unconditional acceptance of these GTC, which take precedence over any other special terms or general purchasing conditions issued by the Buyer.
2.3 These GTC apply to all products and services offered by the Seller, to the exclusion of any other documents, unless previously agreed in writing by the Seller.
2.4 Any opposing condition set by the Buyer will be unenforceable against the Seller without the Seller’s express and written acceptance, regardless of when it may have been brought to their attention.
2.5 The fact that the Seller does not invoke any of these GTC at any given time cannot be interpreted as a waiver to subsequently invoke any of said conditions.
ARTICLE 3: PRODUCTS AND SERVICES
3.1 The products and services offered by the Seller are those listed on the Seller’s website or any other communication medium from the Seller, such as catalogs, brochures, or leaflets, accompanied by a detailed description of their main characteristics.
3.2 The Seller reserves the right to modify or improve its products and services at any time without prior notice, provided that such modifications will not affect orders already in process or orders previously accepted by the Seller.
3.3 Photographs, illustrations, drawings, and descriptions of products and services displayed on the Seller’s website or any other communication medium are for informational purposes only and are not contractual. The Buyer is encouraged to refer to the detailed description of each product or service to understand its specific characteristics.
3.4 The Seller shall not be held liable for minor differences between the photographs, illustrations, drawings, or descriptions of the products and services and the actual products and services delivered.
3.5 Products and services are offered subject to availability. In the event of unavailability of a product or service after the order has been placed, the Seller will inform the Buyer by email or telephone as soon as possible and will offer either a substitute product or service of equivalent quality and price, or a refund of the price of the unavailable product or service within a maximum of thirty (30) days following the Buyer’s request.
3.6 The Seller reserves the right to withdraw or suspend the sale of any product or service at any time and without prior notice.
ARTICLE 4: PRICES AND CURRENCIES
4.1 The prices of the products and services offered by the Seller are those listed on the Seller’s website or any other communication medium at the time the Buyer places the order. Prices are indicated in euros (€). Prices are inclusive of all taxes (TTC) for Buyers located within the EU and exclusive of taxes (HT) for Buyers located outside the EU.
4.2 The Seller reserves the right to modify the prices of its products and services at any time without prior notice. However, price changes will not affect orders that are in progress or have already been accepted by the Seller.
4.3 Delivery and shipping costs are charged in addition to the price of the ordered products and services, unless otherwise specified or if a promotional offer applies. Delivery and shipping costs are indicated at the time of order and are subject to the Buyer’s acceptance.
4.4 Promotional offers and price reductions granted by the Seller are valid for the specified duration and conditions of the respective offer or discount. They are not cumulative and cannot be applied retroactively to orders already placed.
ARTICLE 5: ORDERS
5.1 To place an order, the Buyer must select the products and services they wish to purchase on the Seller’s website or through any other means provided by the Seller (e.g., by phone or email). The Buyer must then provide the necessary information for delivery and billing, including but not limited to their name, address, phone number, and email address.
5.2 The Buyer’s submission of an order constitutes an offer to purchase the selected products and services, which the Seller is free to accept or decline. The Seller’s acceptance of the order is confirmed by sending a confirmation email to the Buyer, detailing the order, the total price, delivery and shipping costs, and payment terms.
5.3 The Seller reserves the right to refuse or cancel any order, particularly in cases of error or inaccuracy in the information provided by the Buyer, payment issues, product or service unavailability, or for any other legitimate reason. In such cases, the Seller will notify the Buyer via email and, if applicable, will refund any payment already made by the Buyer for the affected order.
5.4 Orders are considered final only upon the actual and full payment of the price by the Buyer. In the event of non-payment or incomplete payment, the Seller reserves the right to cancel the order and refuse to deliver the ordered products and services.
5.5 The Buyer is responsible for the accuracy of the information provided when placing the order. The Seller shall not be held liable for any errors or omissions in this information, especially in cases of delay or inability to deliver due to such errors or omissions.
ARTICLE 6: PAYMENT TERMS
6.1 The prices of the products and services offered by the Seller are listed in euros, excluding shipping costs. The Seller reserves the right to modify its prices at any time, provided that the applicable price for an order is the one in effect at the time the Buyer places the order.
6.2 Payment for orders can be made by the Buyer using the payment methods provided by the Seller on their website or through any other available means (e.g., bank transfer, check, or cash payment for in-person sales). The Seller reserves the right to refuse certain payment methods for security reasons, risk of fraud, or any other legitimate reason.
6.3 Payment is due immediately upon the order date, unless otherwise agreed between the Buyer and the Seller. In case of late payment, the Seller reserves the right to suspend or cancel the order, refuse the delivery of the ordered products and services, and demand payment of late fees and interest, in accordance with applicable laws.
6.4 The Seller implements security measures to protect the Buyer’s payment data and prevent fraud. However, in the event of proven fraud or negligence on the part of the Buyer (e.g., use of a stolen or falsified credit card), the Seller reserves the right to refuse or cancel the order and take legal action against the Buyer to seek compensation for the damage incurred.
6.5 The Buyer guarantees the Seller that they have the necessary authorizations to use the chosen payment method when placing the order and that they are the legitimate owner of the payment methods used.
ARTICLE 7: TAXES AND CUSTOMS DUTIES
7.1 The prices of the products and services offered by the Seller are inclusive of all taxes (TTC) for customers residing within the European Union. For customers residing outside of the European Union, prices are indicated excluding taxes, and the Buyer is responsible for paying applicable taxes and customs duties in their country of residence, in accordance with local laws.
7.2 Any taxes and customs duties applicable to products and services ordered by a Buyer located outside the European Union are the sole responsibility of the Buyer and must be paid in accordance with the laws in effect in the Buyer’s country of residence.
7.3 The Seller cannot be held responsible for any taxes or customs duties that may be required by the relevant authorities in the delivery country. It is the Buyer’s responsibility to inquire with the appropriate authorities about any applicable taxes and customs duties and to pay these fees if necessary.
7.4 In the event the Buyer refuses to pay the applicable taxes and customs duties, the return shipping costs of the refused products and services, as well as any storage, destruction, or re-shipping fees, if necessary, will be borne by the Buyer. The Seller reserves the right to deduct these costs from the amount to be refunded to the Buyer.
7.5 The Seller reserves the right to separately invoice any applicable taxes and customs duties if they were not included in the price of the products and services or billed to the Buyer at the time of the order. The Buyer is required to pay these additional fees within the specified time frame, in accordance with the payment terms outlined in Article 6 of these Terms and Conditions of Sale.
ARTICLE 8: DELIVERY AND SHIPPING
8.1 Delivery Areas: The Seller delivers its products and services to the geographic areas indicated on its website. The Buyer is advised to verify that their country of residence is listed among the delivery areas offered by the Seller.
8.2 Delivery Times: Delivery times are indicated on the Seller’s website at the time of the order. These times are provided for informational purposes and may vary depending on product availability, shipping and delivery schedules of carriers, customs delays, and other circumstances beyond the Seller’s control. The Seller agrees to make every effort to meet the indicated delivery times.
8.3 Delivery Delays: In the event of a delivery delay exceeding 30 days beyond the indicated delivery deadline, the Buyer may, after issuing a formal notice to the Seller by registered letter with acknowledgment of receipt, request the cancellation of the order and receive a refund of any payments made within 14 days of the Seller receiving the formal notice.
8.4 Risk and Transfer of Ownership: The risks related to the transport of products are the responsibility of the Buyer once the products are handed over to the carrier. The transfer of ownership of the products to the Buyer occurs upon full receipt of the payment for the products and services by the Seller.
8.5 Delivery Tracking: The Buyer may track the progress of their order’s delivery on the Seller’s or carrier’s website using the tracking information provided by the Seller after the products have been shipped.
8.6 Receipt and Inspection of Products: The Buyer is required to inspect the condition and conformity of the products delivered in relation to their order upon receipt. In case of non-conformity, damage, or visible defects, the Buyer must inform the Seller in writing as soon as possible. The Seller reserves the right to request photos or any other evidence justifying the non-conformity.
ARTICLE 9: WITHDRAWAL AND CANCELLATION
9.1 Right of Withdrawal: In accordance with current legislation, the Buyer has a period of 14 calendar days from the receipt of the products to exercise their right of withdrawal, without having to provide reasons or incur penalties. To exercise this right, the Buyer must notify the Seller of their decision to withdraw by written declaration (letter, email) before the withdrawal period expires.
9.2 Exceptions to the Right of Withdrawal: The right of withdrawal does not apply to contracts for the supply of goods made to the Buyer’s specifications or clearly personalized, nor to contracts for the supply of goods that are likely to deteriorate or expire rapidly. The Seller informs the Buyer at the time of order if the products or services ordered are excluded from the right of withdrawal.
9.3 Return of Products: In the event of exercising the right of withdrawal, the Buyer must return the products to the Seller, at their own expense, in their original packaging and in perfect condition, within 14 days of notifying the Seller of their decision to withdraw. The products must be accompanied by the invoice and any other documents proving the purchase.
9.4 Refund: If the Buyer exercises their right of withdrawal in accordance with these GTCs, the Seller undertakes to refund the Buyer the full amount paid, including delivery costs, without undue delay and no later than 14 days from the date the Seller is informed of the Buyer’s decision to withdraw. The refund will be made using the same payment method used by the Buyer for the order, unless otherwise agreed between the parties.
9.5 Order Cancellation: Any order cancellation by the Buyer, outside the legal withdrawal period, must be subject to the prior written consent of the Seller. If the Seller agrees to cancel the order, the Buyer may be charged cancellation fees corresponding to the costs incurred by the Seller for the preparation and processing of the order.
ARTICLE 10: RETURNS AND REFUNDS
10.1 Return Conditions: If the Buyer wishes to return a product for a reason other than exercising their right of withdrawal, they must do so within a reasonable period after receiving the product. The product must be returned in its original packaging, in perfect condition, unused, undamaged, and accompanied by the invoice and any other documents proving the purchase. The return shipping costs are borne by the Buyer, except in cases of non-conformity or hidden defects.
10.2 Refunds: If the return of the product is accepted by the Seller, a refund will be issued within 14 days following the receipt of the returned product. The refund will be made using the same payment method as the one used by the Buyer when placing the order, unless otherwise agreed between the parties. The Seller reserves the right to refuse a refund if the returned product does not meet the return conditions outlined in section 10.1.
10.3 Defective or Non-conforming Products: If the product received by the Buyer is defective or does not match the order, the Buyer must inform the Seller as soon as possible, providing a precise description of the issue. The Seller and Buyer will then agree on the appropriate steps to resolve the issue, which may include returning the defective or non-conforming product, exchanging the product, or refunding all or part of the amount paid by the Buyer.
10.4 Exclusion of Refunds: The Seller reserves the right to refuse a refund in the following cases:
• Products made to the Buyer’s specifications or clearly personalized;
• Products likely to deteriorate or expire rapidly;
• Damaged, used, or incomplete products;
• Returns not in compliance with the conditions mentioned in section 10.1.
10.5 Limitation of Liability: The Seller cannot be held responsible for damages resulting from improper or abusive use of the product by the Buyer, mishandling, non-compliance with the manufacturer’s instructions or user manual, or unauthorized modification or repair of the product.
ARTICLE 11: WARRANTIES AND LIABILITY
11.1 Legal Guarantee of Conformity: The Seller is obliged to deliver a product that conforms to the Buyer’s order and is liable for any conformity defects existing at the time of delivery. The Buyer has a two-year period from the delivery of the product to take action in the event of a conformity defect. If the defect is confirmed, the Buyer is entitled to have the product replaced or repaired, or, if this is impossible, to receive a refund for the product’s price.
11.2 Warranty Against Hidden Defects: The Seller is also required to guarantee the Buyer against hidden defects in the product sold that render it unfit for its intended use, or that reduce its utility to such an extent that the Buyer would not have purchased it, or would have paid a lower price for it, had they been aware of the defects. The Buyer has two years from the discovery of the hidden defect to take action and request the cancellation of the sale or a reduction in the purchase price.
11.3 Warranty Exclusions: The legal guarantees of conformity and hidden defects do not apply in the following cases:
• The Buyer was aware of the defect or flaw before the purchase;
• The Buyer cannot prove that the defect or flaw existed at the time of delivery;
• The defect or flaw results from abnormal or abusive use of the product, mishandling, negligence, or lack of maintenance on the part of the Buyer;
• The defect or flaw results from normal wear and tear of the product, considering its age and usage;
• The defect or flaw arises from an external cause, such as an accident or impact.
11.4 Seller’s Liability: The Seller is liable for direct damages caused to the Buyer as a result of providing the ordered products or services, up to the total amount of the order. The Seller cannot be held liable for indirect or intangible damages suffered by the Buyer, such as loss of profits, data, or clientele.
11.5 Buyer’s Responsibility: The Buyer is responsible for the use of the products and services provided by the Seller and agrees to follow the manufacturer’s instructions and recommendations. The Buyer also commits to taking all necessary precautions to prevent damages caused by the use of the products and services and to subscribing to insurance covering risks related to their use.
ARTICLE 12 : LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
12.1 Limitation of Liability: To the extent permitted by applicable law, the Seller’s total liability to the Buyer for any claim arising from the use of the products or services provided, whether based on warranty, contract, tort (including negligence), or otherwise, shall not exceed the amount paid by the Buyer for the products or services in question.
12.2 Disclaimer of Warranties: The products and services provided by the Seller are provided “as is” and “as available,” without any express or implied warranty of any kind, except for the legal guarantees mentioned in Article 11. The Seller does not warrant that the products or services will meet the Buyer’s requirements, nor that they will be uninterrupted, secure, or error-free.
12.3 No Liability for External Links: The Seller shall not be held liable for the content of external websites to which it may refer via hyperlinks. The Buyer acknowledges and agrees that access to and use of these external sites is at their own risk, and the Seller is not responsible for the availability, content, quality, security, or services offered by these external sites.
12.4 Force Majeure: The Seller shall not be held responsible for any failure or delay in performing its obligations under these Terms and Conditions of Sale, if such failure or delay results from a force majeure event as defined in Article 15.
12.5 Use at Own Risk: The Buyer acknowledges and agrees that the use of the products and services provided by the Seller is at their own risk, and that the Seller cannot be held liable for any damage caused to the Buyer, their property, or third parties as a result of such use.
ARTICLE 13 : INTELLECTUAL PROPERTY
13.1 Intellectual Property Rights: The Buyer acknowledges and agrees that all intellectual property rights, including but not limited to copyrights, trademarks, designs and models, patents, know-how, and trade secrets related to the products and services provided by the Seller, as well as the content published on the Seller’s website, belong to the Seller or its licensors. The Buyer agrees to respect these intellectual property rights and not to use or reproduce, in whole or in part, these elements without the prior written consent of the Seller or its licensors.
13.2 License to Use: The Seller grants the Buyer a non-exclusive, non-transferable, and revocable license to access and use the Seller’s website and related content, solely for personal and non-commercial purposes, and in accordance with these General Terms and Conditions of Sale.
13.3 Prohibitions: The Buyer is prohibited from copying, modifying, adapting, translating, decompiling, disassembling, or creating derivative works from the products, services, or content provided by the Seller, except with the express and written authorization of the Seller or its licensors.
13.4 Notification of Intellectual Property Infringements: If the Buyer becomes aware of any violation of the Seller’s or its licensors’ intellectual property rights, they must promptly notify the Seller in writing. The Seller will then take appropriate action to address the violation.
13.5 Indemnification: The Buyer agrees to indemnify and hold harmless the Seller, its officers, employees, agents, representatives, and licensors, from any claims, legal actions, demands, damages, costs, or expenses, including reasonable attorney fees, arising from the Buyer’s violation of the Seller’s or its licensors’ intellectual property rights.
ARTICLE 14: PROTECTION OF PERSONAL DATA AND CONFIDENTIALITY
14.1 Data Collection: The Seller collects and processes the Buyer’s personal data as part of providing its products and services, in accordance with applicable laws and regulations on personal data protection. The data collected may include, but is not limited to, the Buyer’s name, email address, postal address, phone number, and payment information.
14.2 Use of Data: The personal data collected by the Seller is used for order management, the provision of products and services, billing, communication with the Buyer, improvement of products and services, and compliance with legal and regulatory obligations. The Seller may also use this data to send promotional information or commercial offers to the Buyer, subject to the Buyer’s prior consent.
14.3 Data Sharing: The Seller agrees not to disclose the Buyer’s personal data to third parties unless it is necessary for the provision of products and services (e.g., logistics partners for delivery), to comply with a legal or regulatory obligation, or with the Buyer’s prior consent.
14.4 Data Security: The Seller implements appropriate technical and organizational measures to protect the Buyer’s personal data against loss, alteration, unauthorized access, or disclosure.
14.5 Buyer’s Rights: In accordance with applicable laws and regulations on personal data protection, the Buyer has the right to access, rectify, delete, limit the processing of, port, and object to the processing of their personal data. The Buyer can exercise these rights by contacting the Seller at the contact details provided in these General Terms and Conditions of Sale.
14.6 Data Retention: The Seller retains the Buyer’s personal data for the period necessary to achieve the purposes for which it was collected, as well as to comply with legal and regulatory obligations.
14.7 Privacy Policy: The Seller has a detailed privacy policy available on its website, which specifies the terms of processing the Buyer’s personal data. By accepting these General Terms and Conditions of Sale, the Buyer acknowledges having read and accepted the said privacy policy.
ARTICLE 15 : FORCE MAJEURE
15.1 Definition: Force majeure refers to any event beyond the control of the parties, unpredictable, and insurmountable, which prevents the execution of obligations arising from these General Terms and Conditions of Sale under normal conditions. Force majeure events include, but are not limited to, natural disasters, wars, riots, strikes, fires, floods, epidemics, pandemics, power outages, computer failures, supplier shortages, and acts or omissions by public authorities.
15.2 Suspension of Obligations: In the event of force majeure, the obligations of the parties are suspended for the duration of the force majeure event, without liability. The parties agree to make all reasonable efforts to minimize the consequences of the force majeure event and resume the performance of their obligations as soon as possible.
15.3 Notification of the Parties: If one party is unable to perform its obligations due to a force majeure event, it must inform the other party in writing as soon as possible, specifying the nature, expected duration, and consequences of the event.
15.4 Contract Termination: If the force majeure event lasts for more than thirty (30) days from the date of the written notification mentioned in Article 15.3, either party may terminate the contract automatically, without indemnity or penalty, by sending written notice to the other party. In this case, the Buyer will be refunded any amount already paid for the affected order, excluding any other compensation or damages.
ARTICLE 16: CHANGES TO THE TERMS AND CONDITIONS OF SALE
16.1 Updates and Modifications: The Seller reserves the right to modify or update these Terms and Conditions of Sale (TCS) at any time, without prior notice. Modifications will take effect immediately after they are posted on the Seller’s website. Buyers are advised to regularly review the TCS to stay informed of any changes.
16.2 Acceptance of Modifications: Use of the website and placing orders by the Buyer after modifications to the TCS have been posted implies acceptance of these changes. If the Buyer does not accept the changes to the TCS, they must cease using the website and stop placing orders.
16.3 Orders in Progress: Orders in progress at the time the TCS are modified will remain subject to the conditions in effect at the time the order was placed, unless otherwise required by law.
16.4 Notification of Changes: Whenever possible, the Seller will endeavor to inform Buyers of any significant changes to the TCS via email or a notification on the website. However, it is the Buyer’s responsibility to stay informed of changes by regularly consulting the TCS on the Seller’s website.
ARTICLE 17: DISPUTE RESOLUTION AND MEDIATION
17.1 Prior Communication: In the event of a dispute or disagreement between the Buyer and the Seller regarding the interpretation, execution, or termination of these TCS, the parties will endeavor to amicably resolve their differences through constructive and good faith dialogue. The Buyer is encouraged to first contact the Seller’s customer service to attempt an amicable resolution.
17.2 Mediation: If the parties are unable to resolve the dispute through prior communication, they may choose to engage in voluntary mediation to try to settle the matter. The mediation will be conducted by an independent and impartial mediator, mutually agreed upon by both parties. The parties agree to participate in good faith in the mediation process and to share the mediation costs, unless otherwise agreed.
17.3 Legal Recourse: If the parties cannot resolve their dispute through mediation, they retain the right to bring their case before the competent courts, as outlined in Article 19 of these TCS.
17.4 Online Dispute Resolution Procedures: Buyers residing in the European Union have the option to use the European Commission’s Online Dispute Resolution (ODR) platform to resolve their disputes. This platform is accessible via the following link: https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show&lng=EN. Buyers residing outside of the European Union may also seek to use similar platforms for online dispute resolution.
ARTICLE 18: APPLICABLE LAW AND JURISDICTION
18.1 Applicable Law: These TCS and any question or dispute regarding their formation, validity, interpretation, execution, or termination will be governed and interpreted in accordance with French law.
18.2 Competent Jurisdiction: In the event of a dispute arising from, related to, or in connection with these TCS, including their validity, interpretation, execution, or termination, and if an amicable agreement cannot be reached by the parties, the courts (Tribunal d’Instance d’Arras, Tribunal de Grande Instance d’Arras, or Tribunal de Commerce d’Arras) in France will have exclusive jurisdiction to resolve said dispute.
18.3 Waiver of Jurisdiction: By accepting these TCS, the Buyers expressly waive the right to any other court that may otherwise have jurisdiction under international private law or any other legal or regulatory provision.
ARTICLE 19: GENERAL PROVISIONS
19.1 Entire Agreement: These TCS constitute the entire agreement between the parties regarding their subject matter and replace all prior agreements, understandings, or arrangements, whether written or oral, between the parties concerning this subject matter.
19.2 Severability: If one or more provisions of these TCS are declared null, illegal, or unenforceable in whole or in part by a competent court, the remaining provisions of the TCS will retain their full force and effect. In such cases, the parties shall endeavor to replace the provision declared null, illegal, or unenforceable with a valid and enforceable provision that reflects, as closely as possible, the original intention of the parties.
19.3 No Waiver: The failure of a party to exercise, or the delay in exercising, any right, remedy, or power under these TCS shall not constitute a waiver of such right, remedy, or power, nor shall it prevent future exercise of the same. Waiving any right, remedy, or power under these TCS will only be effective if expressed in writing and signed by the party waiving such rights.
19.4 Assignment and Transfer: Buyers may not assign, transfer, delegate, or subcontract any of their rights or obligations under these TCS without the prior written consent of the Seller. The Seller may assign, transfer, delegate, or subcontract any of its rights or obligations under these TCS without the consent of the Buyer.
19.5 Notice: All notices or communications required or permitted under these TCS must be made in writing and will be deemed duly given when delivered in person, sent by registered mail with acknowledgment of receipt, by email, or by any other electronic means providing proof of receipt. The notification addresses of the parties will be those indicated in these TCS or as subsequently communicated by the parties in accordance with these provisions.
