GENERAL TERMS AND CONDITIONS OF SALE APPLICABLE TO ONLINE SALES
Version in effect on 23 july 2019
The purpose of these general terms and conditions of sale is to define the terms and conditions applicable to the online sale of products offered on the website www.pinqkerton.com published by PINQKERTON, a simplified joint stock company with a capital of 10,230 euros, whose registered office is located at 15 rue de la Haye, 67300 Schiltigheim, France, registered on the Strasbourg Trade and Companies Register under number 845 180 041, (hereinafter "PINQKERTON").
In these Ts&Cs, capitalized terms and expressions have the meanings set out below, whether used in the singular or plural.
- Ts&Cs: refers to these general terms and conditions of sale;
- Customer: refers to any professional, natural or legal person, registered in the French Trade and Companies Register or any equivalent commercial register who is a customer of PINQKERTON and who orders Products on the Site, regardless of where they are located and how they are connected to the site.
- Order: refers to any order for Products made by the Customer on the Site;
- Account: refers to the personal account created by the Customer on the Site, as described in article 4.1 below;
- Product: refers to any product offered for sale on the Site;
- Site: refers to the online sales website published by PINQKERTON, accessible at the address pinqkerton.com or any other URL that PINQKERTON may substitute;
- Ts&Cs ACCEPTANCE
- Products are strictly reserved for professionals registered in the French Trade and Companies Register (Régistre du commerce) or any equivalent register of businesses. The Customer declares and guarantees that the Orders he or she places on the Site are placed in his or her name and on his or her behalf or on behalf of the company that employs him or her, for the sole purpose of his or her professional activity.
- The Ts&Cs are applicable to all Orders placed by a Customer on the Site and take precedence over any possible general terms and conditions of purchase of the Customer. The Ts&Cs constitute a contract between PINQKERTON and the Customer.
- Placing any Order on the Site is subject to the express and unreserved acceptance of the Ts&Cs by the Customer by ticking the box provided for this purpose. By submitting an Order, the Customer acknowledges that he or she has read and fully understood the Ts&Cs and undertakes to respect their content.
- PINQKERTON reserves the right to modify the Ts&Cs at any time and without notice. In the event of any change, the Ts&Cs applicable to the Customer shall be those in force on the date of the Order.
- The Ts&Cs are directly accessible on the Site by clicking on the "General Terms and Conditions of Sale" link present on all pages of the Site.
- PRODUCTS OFFERED ON THE SITE
- Product Features
On the Site PINQKERTON offers single-use microbiological test devices, called "NOMAD" (the "Products"). The Products are intended for microbiological testing of production environments, hygiene, raw materials, processed products, equipment, manufacturing processes, procedures and monitoring of water treatment systems. The use of the Products for medical diagnosis purposes is expressly excluded.
It is expressly agreed by the parties that, given the nature and purpose of the Products, all Customers will act only in their professional capacity, for the purposes of their professional activity and undertake to use the Products only for the purposes of that activity.
A detailed description of each Product is offered on the Site as well as each Product’s unit price excluding tax.
- Product Availability
The Products are offered for sale within the limits of available stocks. When placing an Order, the Customer is informed of the availability of the selected Product. In the event that a Product is not available after an Order has been placed, PINQKERTON will inform the Customer as soon as reasonably possible by e-mail and will inform them, if necessary, of the estimated waiting time for delivery of the Product.
- PLACING AN ORDER
- Creating an Account
Placing of an Order on the Site requires the Customer to create an account (hereinafter the "Account"). To create an Account, the Customer must have a valid email address.
The Customer can create an Account by clicking on the "Create an Account" link on the home page of the Site, then entering the requested information in the registration form provided for this purpose.
When creating his or her Account, the Customer is informed of the terms and conditions of use of the Site and the Account, as well as about how his or her personal data will be processed by PINQKERTON. The Customer may validate his or her Account after having read and accepted the general conditions of use of the Site and the processing of his or her personal data by PINQKERTON, by clicking on the corresponding boxes. By creating and using his or her Account, the Customer acknowledges and accepts that he or she has read and understood the general conditions of use of the Site and undertakes to respect its content.
The Customer accepts the use of electronic mail to transmit the information he/she requests concerning placing their Order and/or the execution of the Ts&Cs.
- Placing an Order
- Choosing a product and Order Summary
The Customer can select the Product(s) of his or her choice from the Product catalogue offered on the Site, by clicking on the corresponding link. This first click initiates the Order process for the chosen Product.
The shopping cart page lists the Products in the current Order, their quantity, as well as the total amount excluding tax of each Product and of the Order. The Customer is then invited to complete the Order process by clicking on the "Order" link or to continue his or her purchases by clicking on the "Continue my purchases" tab.
The Customer can also access his or her shopping cart, at any time, by clicking on the link representing a shopping cart or basket.
The Customer will then be asked to choose the quantity of Products he or she wishes to order. The Customer accepts that PINQKERTON may, at its discretion, set up minimum quantities of Products to be ordered, depending on the delivery address chosen by the Customer. The total amount excluding tax of the Products and the Order is then automatically updated. The Customer can also delete any Product by clicking on the icon representing a dustbin.
The Customer is invited to review shopping cart and then click on the "Save and continue" tab to continue the Order process. If applicable, if the Customer is not yet logged into his or her Account, he is invited to do so to continue the Order process.
- Delivery and billing address
The Customer is asked to check the delivery address of the Products he or she has entered in his or her Account, to modify it if necessary and/or to complete the requested information if he or she has not entered a postal address in his or her Account.
Once the information has been verified and/or completed, the Customer will click on the "Continue" button.
Similarly, the Customer is asked to enter a billing address or, if it is identical to the delivery address, to click on the corresponding box.
- Delivery Method
The Customer is invited to click on the delivery method of his or her choice among the following two options:
- Delivery by carrier selected by PINQKERTON
- Delivery by the Customer's carrier
The Customer may also add a comment which will be sent to PINQKERTON relating to specific requests regarding delivery of the Order. In particular, if the Customer chooses his or her own carrier, he or she may enter the contact details and conditions of pick-up. PINQKERTON will make its best efforts to honour any Customer requests, but cannot guarantee that all requests will be honoured, and makes no guarantee in this regard.
Terms, conditions and delivery times are indicated in article 6 below.
Once the delivery method has been selected, the Customer may click on the "Continue" button.
During the last step of the Order process, the Customer chooses their preferred payment method:
- Bank transfer
- Debit or Credit Card
At any time, the Customer may check the number of Products ordered as well as their total price by means of an order summary box visible throughout the Order. A "View details" button allows the Customer to return to his or her shopping cart (step 1) to modify and/or delete, if necessary, the Products ordered. Similarly, the Customer may return to any step of the Order process and, if necessary, modify or correct the information provided by clicking on the "Edit" button located next to each step.
Once the Customer has checked over the information, the Customer is invited to carefully read the Ts&Cs by clicking on the corresponding hypertext link. If the Customer accepts the Ts&Cs, he or she can tick the box "I have read and accept the general terms and conditions of sale", thus acknowledging that he or she has read the General Terms and Conditions and fully accepts all their provisions, without restriction or reservation. The Customer can then validate his or her Order by clicking on the "Order and pay" button. This second click indicates that the Order is submitted.
Finally, the Customer will be asked to make the payment in accordance with the payment method he or she has chosen and then to click on the "Pay" button. The Order shall then be deemed firm and definitive. The terms and conditions of payment are detailed in Article 5 below.
An e-mail acknowledging receipt of the Order and its payment will be sent to the Customer at the address indicated when creating his or her Account as soon as possible. This email will include the Order number and a summary of the Order. This email will mark the confirmation of the Order.
If the Customer has chosen a payment by bank transfer, the Order confirmation email will indicate PINQKERTON's bank details in order that the Customer make the payment.
Any modification of the Order after its confirmation is subject to PINQKERTON's approval.
- No cooling-off period (right of withdrawal)
As the Products are ordered strictly for professional use, the Customer does not benefit from a cooling-off period or a right of withdrawal.
The aforementioned notwithstanding, if the Customer wishes to make a request for cancellation of the Order after the Order has been confirmed, the Customer must notify his or her request clearly and unambiguously by email to the following address: email@example.com or by post to the address at the top of the Ts&Cs.
- FINANCIAL CONDITIONS
The price of the Products displayed on the Site is indicated in euros, excluding tax, excluding delivery charges which vary according to the delivery method chosen by the Customer and according to the delivery countries concerned. The amount of the delivery costs is communicated to the Customer when choosing the Order delivery method, before final validation.
Any customs and/or import taxes on the Products shall be borne by the Customer.
The total amount due for the Order is indicated on the Order confirmation page. The price of the Products is the indicated price on the day of the Order. PINQKERTON reserves the right to modify its prices at any time, while guaranteeing the Customer that the price of the Product indicated on the day of the Order will be applied.
The price is due in full after submission of the Order.
Unless expressly agreed between the parties, payment in cash or in advance of an invoice will not give rise to any discount.
- Methods of payment
Orders are payable by one of the following payment methods:
- For payment by bank transfer, PINQKERTON will inform the Customer in the Order confirmation email of the IBAN and SWITFT/BIC for the bank account to which the Customer will transfer the amount of the Order total;
- For a payment by PayPal, the Customer will be redirected to PayPal’s secure payment site. The Customer's personal data is collected and processed solely by PayPal, in compliance with the regulations applicable to the protection of personal data. Payment will be made in accordance with the general terms and conditions applicable to the PayPal service, available at the following address: https://www.paypal.com/fr/webapps/mpp/ua/useragreement-full;
- For payment by credit or debit card, the payment is completed through the online payment system of Stripe, a certified PCI/DSS level 1 payment solution. The Customer's personal data is collected and processed solely by Stripe, in compliance with the regulations applicable to the protection of personal data. Payment will be made in accordance with the general terms and conditions applicable to the Stripe service, available at the following address: https://stripe.com/fr/ssa
No bank data will be requested or stored by PINQKERTON.
Orders paid by PayPal or credit or debit card are payable immediately upon confirmation of the Order.
Orders paid by bank transfer are payable upon receipt of the email acknowledging receipt of the Order. The Customer is informed that Orders paid for by this means of payment will only be shipped upon receipt of payment by PINQKERTON.
Invoices will be issued on delivery of the Products. They will be made available to the Customer in the Order history available on his or her Account.
The guarantees granted by PINQKERTON with regard to transaction security are identical to those obtained by PINQKERTON from the publishers of the above-mentioned payment systems.
PINQKERTON cannot under any circumstances be held responsible for any technical difficulties that may be encountered by the Customer during payment.
The Order will be processed after agreement by the payment processor or bank. If the payment processor or bank agrees, the Customer's bank account will be debited immediately. In the event of refusal, the Order will be cancelled. PINQKERTON reserves the right to cancel any Order because of payment problems or refusal, with no rights, compensation or recourse open to the Customer.
Any delay in payment will result in the application of a late payment penalty calculated using an interest rate equal to three (3) times the legal interest rate, without the need for a reminder. A flat-rate compensation amount of forty (40) euros for recovery costs will also be due.
Under no circumstances may any claim by the Customer have the effect of delaying or suspending payments.
- Delivery by PINQKERTON
- Delivery terms and conditions
The Products available on the Site may be delivered in France and abroad.
Delivery charges may vary depending on the destination country. The Customer is informed of any delivery costs when he or she chooses his or her delivery method (step 3 of the Order).
PINQKERTON may, at its discretion, make successive partial deliveries.
When the Customer chooses PINQKERTON's mode of transport, the Products are delivered by KAP Logistique (RCS Saverne (France) 447 753 559) and General Logistics Systems France (RCS Toulouse (France) 315334 011).
Notwithstanding the retention of title clause provided for in Article 6.4 below, delivery shall be deemed to have been made DAP, at the place of delivery indicated by the Customer. PINQKERTON bears the risk of loss or destruction of the Products until they are received by the Customer at the agreed place of delivery. The unloading of the Products shall be carried out under the full responsibility of the Customer.
The customer is responsible for all information provided during the Order. In the event of incorrect information leading to failed delivery of the Order, PINQKERTON cannot be held responsible. Any package returned to PINQKERTON because of an incorrect or incomplete delivery address will be reshipped at the Customer's expense.
PINQKERTON is released from its obligation to deliver in the event of an event of force majeure that may prevent or make it impossible to execute the Order. In the event of such an event or any other event beyond PINQKERTON's control, the Customer shall be notified and the Order will be delayed. If the case of force majeure lasts more than fifteen (15) working days, Article 12 below shall apply.
- Delivery times
Delivery times are specified at the time of placing the Order. They are given for information only. Delivery times run from the date of submission of the Order indicated on the Order confirmation email. PINQKERTON undertakes to do its utmost to respect the delivery deadlines of the Order. This notwithstanding, PINQKERTON cannot be held liable in the event of delay, and any delay does not give rise to any right to compensation for or recourse by the Customer. In the event of a foreseeable delay in delivery, PINQKERTON will inform the Customer by email of the expected delay.
- Delivery by the Customer's carrier
In the case that the Customer chooses his or her own carrier, notwithstanding the retention of title clause provided for in article 6.5 below, the delivery is deemed to have been made EXW, at the premises of KAP Logistique (RCS Saverne (France) 447 753 559) acting on behalf of PINQKERTON. The Customer accepts all responsibility in the event of loss or destruction of the Products as soon as they are made available to the Customer's carrier for collection at the premises of the aforementioned KAP Logistique company. Any loading, unloading and/or storage of the Products shall be carried out under the full responsibility of the Customer. The Customer is also responsible for insurance relating to the Products delivered.
In no event shall PINQKERTON be liable for any delay, loss, damage or failed delivery of the Products by the Customer's carrier. The transport of the Products in such a case is entirely under the responsibility of the Customer and his or her carrier, PINQKERTON being a third party in this relationship. Any delays, losses, damages or missing items that may occur in such a case shall not give rise to a refusal of the Products or cancellation of the Order, nor shall it entitle the Customer to compensation.
Upon delivery of the Products, the Customer undertakes, directly or through his or her carrier if he or she chooses this mode of delivery, to sign the delivery note which will be given to him or her by the carrier, or PINQKERTON in the event of delivery by the Customer's carrier.
The Customer must indicate, upon receipt of the Products, in writing on the delivery note he or she will sign, any refusal to accept the Products or any reservations relating to losses, damages, missing products, apparent defects or non-compliance of the delivered Products. The absence of the Customer’s written reservation on the delivery note covers any apparent defect and/or missing product. In the event of a hidden defect in a Product on the day of receipt, the Customer undertakes to inform PINQKERTON in a documented and justified manner by registered letter with acknowledgement of receipt, within ten (10) days of the discovery of the defect.
In the event of an apparent defect, missing product, non-conformity or non-apparent defect, duly noted by PINQKERTON, PINQKERTON shall, at its discretion, either replace or refund the price of the Products or credit the Account by credit note, on the basis of the invoiced price, to the exclusion of any other compensation.
If the Products need to be returned to PINQKERTON, the Customer will use the return form sent to him or her by PINQKERTON in the email confirming his or her refusal to receive the Products and/or the defects or non-conformities noted by the Customer. This email will also include the conditions of return that the Customer undertakes to respect, the compensation method chosen by PINQKERTON (replacement, refund or credit note) as well as the address for returning the Products. The return of the Products can only be accepted for the Products in their original state (packaging, accessories, instructions, etc.). The means of transport and the costs of return are the responsibility of the Customer. In addition to these costs, PINQKERTON will charge a fee for restocking the Products representing their costs incurred, corresponding to the sum of 1.6 euros excluding tax per Product. The Customer acknowledges and accepts that PINQKERTON may refuse to refund the Customer the price of the returned Products if the Products are damaged (other than a defect noted by the Customer at the origin of the return), open, and/or expired, thus preventing their return to stock.
- Retention of title clause
It is expressly agreed that PINQKERTON retains ownership of the delivered Products until full payment of their price by the Customer, in principal and interest. Until full payment of the price of the Products, the Customer undertakes to store the Products separately, to clearly identify them, to indicate at PINQKERTON's request their storage location and to keep the Products as a custodian for PINQKERTON's benefit.
- INTELLECTUAL PROPERTY
- The Customer acknowledges and accepts that all rights, titles and interests relating to the Products, names, logos and other distinctive signs of the Products and PINQKERTON are protected by intellectual property rights (including in particular all copyrights, patent rights, trademarks, designs, models, databases, domain names and any other existing or future French and international intellectual property rights) and belong exclusively to PINQKERTON or to third parties having authorised PINQKERTON to exploit them.
- The Ts&Cs do not grant the Customer any right, title or interest in the Products, names, logos and other distinctive signs of the Products and PINQKERTON.
- PROTECTION OF PERSONAL DATA
- PINQKERTON is required to process the Customer's personal data to enable the creation of his or her Account, to communicate with him or her in connection with the placing of the Order and the delivery of the Products, if necessary, to respond to his or her requests concerning the Order and/or the Products, and more generally for the proper management and execution of the Ts&Cs.
- PINQKERTON undertakes to process the Customer's personal data in strict compliance with the regulations applicable to the protection of personal data and in particular Regulation (EU) No. 2016/679 of the European Parliament and of the Council of 27 April 2016 known as the "RGPD" and amended Act No. 78-17 of 6 January 1978 known as the "Loi Informatique et Libertés" (hereinafter referred to jointly as the "Regulations applicable to the protection of personal data").
- PINQKERTON undertakes not to disclose, assign, rent or transmit the Customer's personal data to third parties other than the carrier delivering the Products and PINQKERTON’s financial partners managing the payment of the Orders. These partners and carriers act as subcontractors of PINQKERTON within the meaning of the Regulations applicable to the protection of personal data, on instructions from PINQKERTON and in contractual conditions signed with PINQKERTON which cannot derogate from this article and which are in accordance with the Regulations applicable to the protection of personal data.
- In accordance with the Regulations applicable to the protection of personal data, the Customer has the right to access, rectify, delete, limit and move his or her personal data. The Customer also has the right to file a complaint with the Commission Nationale de l'Informatique et des Libertés in France if he or she considers that the processing carried out by PINQKERTON constitutes a violation of his or her personal data.
- The Customer acknowledges and accepts that the execution of the Order and its delivery require PINQKERTON to process the Customer's personal data. Also, in the event that the Customer exercises his or her right of opposition and/or deletion during the placing of the Order, the Order shall automatically be cancelled, without recourse or compensation to the Customer and without PINQKERTON's liability being engaged for any reason whatsoever.
- The Customer's rights to his or her personal data may be exercised at any time by contacting PINQKERTON by email at the following address: firstname.lastname@example.org.
- All Products sold on the Site benefit from the guarantee of conformity and the guarantee against hidden defects, in accordance with the legal provisions in force. Claims under the guarantees must be sent to PINQKETON by e-mail to the following address: email@example.com.
- PINQKERTON makes no other express or implied warranties, including, but not limited to, the adaptation and/or conformity of any of the Products to a particular use or the needs of the Customer.
- UNDELCARED WORK AND ANTI-CORRUPTION
- PINQKERTON expressly undertakes to comply with the regulations in force and in particular the provisions relating to the prevention and fight against corruption, and in particular the following provisions:
- the OECD Convention of 17 December 1997 on Combating Bribery of Foreign Public Officials in International Transactions;
- the US Foreign Corrupt Practices Act of 1977;
- the UK Bribery Act of 2010;
- the French Law No. 2016-1691 of 9 December 2016 on transparency and the fight against corruption and the modernization of economic life, known as "Sapin II";
- the French penal code relating to financial and economic crimes and offences.
- PINQKERTON certifies that it has not, directly or indirectly, proposed or authorized any act for payment or transfer of any value to unduly influence a public official, civil servant, senior official, public authority and/or its subordinates, a member of political parties, a candidate for political or public office or any other natural person and will not do so in the future.
- In the event of a change in the legislative and regulatory framework applicable to the fight against corruption and influence peddling, the Parties shall take, as soon as possible, the necessary measures to ensure that their commitments under this Article are maintained.
- PINQKERTON declares that it complies with all social and tax obligations incumbent upon it. PINQKERTON certifies that it is up to date with its obligations to declare and pay to collection agencies, under the conditions of Article L. 243-15 of the Social Security Code of France.
- LIMITATIONS OF LIABILITY
- By express agreement, PINQKERTON is subject to an obligation of means in the supply of the Products to the Customer. The Customer expressly acknowledges having received from PINQKERTON all necessary information, allowing him or her to assess the suitability of the Products for his or her needs and to take all necessary precautions for their use.
- In no event shall PINQKERTON be liable for any indirect damages of any kind whatsoever suffered by the Customer, including but not limited to, loss of revenue, loss of profits, loss of customers, any commercial disturbance, damage to public image, in connection with or resulting from the use of Products.
- The Customer expressly acknowledges that the use of the Products is under his or her sole responsibility. No advice and no information, whether oral or written, obtained by the Customer can constitute a guarantee not expressly provided for by the Ts&Cs, nor can it render PINQKERTON liable for any damage of any kind caused to the Customer or third parties as a result of the Customer's misuse of the Products, in violation of the conditions of use of the Products and more generally for non-compliance with the Ts&Cs.
- Regardless, in the event that PINQKERTON's liability is incurred as a result of proven fault on its part, PINQKERTON's total cumulative liability shall be expressly limited, for all causes combined, to the direct and foreseeable damage suffered by the Customer or to the sum of the amounts paid under the Order which originated the event causing the damage, whichever is lower. The Parties acknowledge that the price of the Products reflects the allocation of risks arising from the contract as well as the economic balance desired by the parties, and that without the above limitations of liability, PINQKERTON would not have set such a price and would not have contracted the current Ts&Cs.
- FORCE MAJEURE
PINQKERTON may not be held liable in the event of failure to fulfil any of its obligations due to the occurrence of a case of force majeure as defined in Article 1218 of the French Civil Code. Cases of force majeure suspend the execution of the obligations arising from the Ts&Cs for the duration of their existence. However, if the cases of force majeure last more than fifteen (15) working days, they shall entitle the Customer to cancel the part of the Order affected by the case of force majeure.
- MISCELLANEOUS PROVISIONS
- The Ts&Cs constitute the entire agreement of the parties with respect to the subject matter hereof and supersede any prior or current agreement, oral or written, between the parties with respect to such subject matter.
- The Ts&Cs are concluded intuitu personae. The rights and obligations resulting from this may under no circumstances be assigned or transferred by the Customer, for any reason whatsoever, without PINQKERTON's prior written consent.
- In the event that one or more provisions of the Ts&Cs are held to be invalid or declared invalid pursuant to a law, regulation or following a decision of a competent court that has become final, the validity of the other provisions of the Ts&Cs shall in no way be affected.
- The failure of either party to abide by one or more of the provisions of the Ts&Cs at any given moment shall not be construed in the future as a waiver of the rights the concerned party holds hereunder.
- The titles and subtitles of the articles of the Ts&Cs are for reference purposes only and do not limit the scope of the corresponding articles.
- APPLICABLE LAW AND DISPUTE RESOLUTION
- The Ts&Cs are subject to French law.
- The Parties declare their intention to seek an amicable solution to any difficulty that may arise regarding the validity, interpretation or execution of the Ts&Cs. In the event of persistent disagreement, the dispute shall be submitted to the jurisdiction of the Commercial Court of Strasbourg, notwithstanding any warranty claim or plurality of defendants.
For any request relating to an Order in progress or to the Ts&Cs, the Customer is invited to contact PINQKERTON by email at the following address: firstname.lastname@example.org or by post, at the address indicated at the top of the Ts&Cs, making sure to specify in the "subject" section the date and number of the Order in question.
The Customer may place any order in French or English. The Ts&Cs are written in French and translated into English. This translation is provided for information purposes only and does not under any circumstances constitute the legally binding version of the document. In all cases, the French version of the Ts&Cs is to be taken as the legally valid version, and all translations are provided solely for information purposes.