1. Scope of the conditions of sale

In accordance with Article L.441-6 of the French Commercial Code, the general terms and conditions of sale constitute "the basis of commercial negotiation". They are the starting point of the negotiation between the Seller and the Buyer. Any contrary condition and, in particular, any general or particular conditions emanating from the Customer, including its possible conditions of purchase and its purchase orders, are consequently inopposable to the Seller, except preliminary and written acceptance.
Any order placed with the company Caribbean online shop (the "Seller") necessarily implies, as an essential and determining condition, the full and unreserved acceptance by the Customer, of these GENERAL CONDITIONS OF SALE and possibly of the particular conditions mentioned on the order confirmation.

2. General conditions

The Vendor reserves the right to refuse orders in the event of a breach by the Customer of any of its obligations and, more generally, to refuse any order of an abnormal nature for any reason whatsoever, or placed in bad faith. In this respect, the Vendor will refuse any order under 50€ excluding taxes.
The orders become firm and definitive only after acceptance by the Seller, the delivery of the products being worth acceptance. In addition, orders received from the Seller's Sales Agents, as well as orders received by telephone, must be confirmed in writing.

Orders received are executed to the best of the Seller's ability and according to its current conditions. They are invoiced at the rate in effect on the day of execution. Any change in the rate, basis or nature of taxes to which the sales of the Seller's products are subject shall be reflected in the prices already given to our Customers and in the prices of orders in progress as of the legal date of application.

3. Timelines

Delivery times are given only on request and as an indication. Consequently, no penalty of any kind whatsoever shall be due in the event of late delivery, notwithstanding the existence of any clauses to the contrary in the Customer's terms of purchase. Any delay in delivery by the Seller's suppliers shall constitute a case of force majeure for the Seller and shall therefore not justify cancellation of the order, nor shall it entitle the Customer to damages.

4. Transport and reception of goods

The products travel at the Customer's risk, and it is the Customer's responsibility to check the products at the time of receipt and to immediately make any necessary reservations to the carrier, under the conditions specified in Article L.133-3 of the French Commercial Code (reservations on a receipt, confirmed by registered letter within 48 hours, not including public holidays).
The responsibility of the Seller is limited to the replacement or the refund of the products recognized defective or missing, within the framework of the respect of the procedure described in article 6 of the present Conditions.
In the event of our Customer's failure to take delivery of the goods ordered, the Seller shall be entitled to pursue the performance of the contract in court and to claim payment of the price and any damages and interest.

5. General conditions of delivery for all orders placed on www.caribbeanonlineshop.com

No order of an invoiced amount lower than 50,00 € HT will be taken into account.

6. Returns

Delivered and accepted goods are not returnable, except with the prior written consent of Seller's sales management.
Any return, even if authorized, will result in the cancellation of the year-end discounts corresponding to the amount of the returned goods.
Any return made with postage due will be refused by the Seller's warehouses. In any case, the costs related to the transport of the returned products will be charged to the Customer.

7. Warranty

The products marketed by the Seller comply with the legislation and/or regulations and/or standards in force and are guaranteed against all manufacturing defects.
Any possible defect of the products, or observation of non-conforming or missing products will be brought to the attention of the Seller by the Customer, in the form of a written notification sent by registered letter with acknowledgement of receipt sent within 8 days following the reception.
In the event of a latent defect, non-conforming or missing product, the Seller's warranty is limited to the replacement of the defective products without entitling the Customer to any compensation or damages for any reason whatsoever.
In no case, the responsibility of the Seller can be engaged beyond that of its own suppliers.

8. Payment

The terms of payment are set forth in the Categorical Conditions of Sale.
Non-payment, even partial, of any due date shall automatically result in the payment of the entire outstanding balance, the suspension of current deliveries and the application of a cash payment for future deliveries.
In accordance with the provisions of Articles L.441-3 and L.441-6 of the French Commercial Code, any total or partial failure by the Customer to meet its payment obligations or any delay shall automatically result in the payment of a penalty equal to twice the legal interest rate in force on the due date. A fixed penalty of 40 euros for collection costs will be due in addition (Article L441-6 of the Commercial Code). In addition, an increase of 10% of the sums due will be applied as an irreducible penalty clause (art. 1226 of the civil code). It should be noted that the judge always has the possibility to reduce, even ex officio, the penalty applied when the obligation has been at least partially fulfilled and that, according to article 1231 of the civil code, any clause to the contrary is deemed unwritten.
For any account opening, the first delivery shall be paid in cash pending the information provided by the Seller's Credit Insurance Company.
In accordance with the provisions of Article L.442-6-I-8° of the French Commercial Code, no payment may be suspended or be the subject of any compensation without the prior written consent of Seller.
The Seller reserves the right, at any time, depending on the risks incurred and in the event of deterioration of the Customer's credit, to require certain payment deadlines, cash payment of current and future orders, and the granting of guarantees.
In the event of notorious insolvency, payment beyond the due date, receivership or liquidation, the Seller may :

• to proceed by right and without any other formality, to the recovery of the goods corresponding to the order in question and possibly to the previous unpaid orders whether their payments are due or not, subject to the imperative provisions of article L.624-9 to L.624-18 of the Commercial Code
• to terminate the contract in its entirety by operation of law upon simple notice given to the Customer by registered letter with acknowledgement of receipt, without any other formality and without prejudice to the exercise of all its other rights, subject to the mandatory provisions of Article L.622-13 of the French Commercial Code.

Any deterioration in the Customer's credit may, at any time, justify, depending on the risks incurred, the setting of a ceiling on the Customer's possible overdraft, the requirement of certain payment deadlines, cash payment of current and future orders and certain guarantees.
In the event of serious cash flow difficulties, the Supplier shall have the right, at the Customer's request, to buy back goods at the initial purchase price less a 15% discount.
The end-of-year rebate for the year in question, which may be due to the Customer, shall be paid only after all due invoices have been collected and if no deferral of due date has occurred during the period in question. It shall be calculated on the basis of the net turnover invoiced exclusive of tax, less any credit notes and contributions invoiced by the Customer.

9. Price discounts

The applicable price reductions are set forth in the Seller's Categorical Sales Conditions.

10. Business cooperation - separate services

The Seller may be required to pay for services of commercial cooperation or services distinct from commercial cooperation rendered by the Customer falling within the scope of Article L.441-7 of the Commercial Code. In this case, and in accordance with the provisions referred to above, a contract must be drawn up prior to the performance of any commercial cooperation service or any service distinct from commercial cooperation services and no payment may be made before the return of one of the two original copies, duly signed, initialed and dated by the Customer.
In accordance with Article L.441-3 of the French Commercial Code, invoices for the provision of services must include the name and address of the parties, the date of issue of the invoice, the start and end dates of the service, its precise description, including the products and brands concerned, as well as the price excluding VAT.
These invoices must also comply in all respects with the provisions of article 242 nonies of appendix 2 of the General Tax Code, as issued in particular by decree no. 2003-632 of 7 July 2003.
They are not compensable with the invoices of delivery of the products and cannot be deducted from the payment of the latter, any deduction being assimilated to a default of payment of the Customer.

11. Special Conditions

In accordance with the provisions of Article L.441-6 of the French Commercial Code, the Vendor may grant special conditions of sale, thus derogating from the present General Conditions of Sale, to its Customers, provided that these special conditions are justified by a real consideration, the reality of which, at least potential, must be demonstrated beforehand by the Customers.
These special conditions shall give rise to the drafting of a one-time or annual agreement supplementing the present General Terms of Sale.

12. Exclusion of any penalties

No penalty shall be accepted by Seller, except with Seller's prior written consent, regardless of the reason for the penalty.

13. Commercial disputes

Any commercial dispute on the part of the Customer relating to the whole of the commercial relationship with the Vendor (invoices, commercial cooperation contracts, separate service contracts, miscellaneous receivables, etc.) may not be taken into account after the expiry of a period of nine months from the occurrence of the disputed event.
Therefore, any claim relating to the payment of sums (rebates, commercial cooperation and remuneration for other services) which would be due during the year n must imperatively reach the Vendor at the latest on 30 September of the year n+1. Otherwise, the claim will be de facto inadmissible.