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Terms of Sales

I. GENERAL PROVISIONS

A. Purpose

These general conditions of sale set out the contractual conditions applicable to any purchase made by retailers (hereinafter the “Buyers”) from the company Caféine Studio (hereinafter “Caféine Studio”). They will prevail over any purchase conditions that have not been expressly accepted in writing by Caféine Studio. Any contrary condition invoked by the Purchaser will therefore, in the absence of an express agreement, be unenforceable against Caféine Studio, regardless of the date on which it is brought to its attention.

B. Contractual provisions

The invalidity of a contractual clause will not invalidate the general conditions of sale.

C. Modification of the GTC

Caféine Studio reserves the right to modify its general conditions at any time. The applicable general conditions will be those in effect on the date of the order placed by the Buyer.

II. CONDITIONS OF MARKETING OF THE PRODUCTS

The Buyer undertakes to present the Ansostyle products for sale under conditions in accordance with the Ansostyle brand image, and to refrain from any behavior which could damage the reputation or the brand image of Ansostyle.

A. Points of sale

The Buyer agrees to present Ansostyle products at points of sale corresponding to the Ansostyle brand image. The Buyer agrees to present Ansostyle products in a rewarding manner, inside and / or outside the point of sale. The Buyer agrees to devote a sales area to Ansostyle products within his point of sale. The Purchaser undertakes to offer his customers a service of advice and demonstration of Ansostyle products at his point of sale. The Purchaser undertakes to present products to customers in perfect condition, and undertakes not to modify or alter in any way the Ansostyle products, their packaging, except with the prior written consent of Ansostyle. / p>

B. Internet sales

The products can be resold by internet provided that the Buyer's site has obtained the prior written consent of Ansostyle. In this case, the Buyer agrees to send Ansostyle the link of the website, or where applicable, a model of the site under construction, to allow Ansostyle to assess its form and content. The Buyer's site must match the image of Ansostyle. The “Ansostyle” brand must be reproduced there in a rewarding manner. Information relating to Ansostyle products must be accessible on the website, so as to inform consumers about their characteristics. The Buyer agrees to present Ansostyle products on a website whose brand / product environment is consistent with Ansostyle products. The Buyer's website must comply with all laws and regulations relating to electronic commerce, and in particular the regulations applicable to personal data. Subject to compliance by the Buyer's website with the conditions stipulated above, Ansostyle will authorize, as soon as possible, the sale of its products on this site. Ansostyle's agreement only applies to an identified website. The Purchaser agrees not to make visible use of third-party marketplaces (Amazon, eBay, etc.) in order to preserve the image of Ansostyle

C. Resale of Ansostyle products

Ansostyle products can only be sold to consumers. In the event that the Buyer wishes to sell Ansostyle products, wholesale, to a reseller, he must first notify Ansostyle in writing. In this case, the Buyer guarantees that the reseller complies with the marketing conditions stipulated in article 2.

D. Non-compliance with the marketing conditions for Ansostyle products

In the event of non-compliance by the Purchaser or his reseller, the conditions for the marketing of Ansostyle products stipulated in article 2 of these general conditions of sale, Ansostyle will give notice to the Purchaser to comply with its obligations. If the Purchaser or his reseller fails to remedy the non-performance noted by Ansostyle within 10 days of receipt of the formal notice, Ansostyle may cease sales of products to the Purchaser, without that any compensation may be claimed from him, for any reason whatsoever. In this case, Ansostyle will not be required to honor current orders, and will reimburse the Buyer for any paid and undelivered order. Ansostyle may also buy back the remaining stock of products, at the transfer price paid by the Buyer.

III. ORDERS

Confirmation of the order implies acceptance of Ansostyle's general conditions of sale by the Buyer, who acknowledges having full knowledge of them and waives his own general conditions of purchase. No request for modification or cancellation of an order by the Purchaser will be taken into account, unless received in writing before shipment of the products and approved by Ansostyle. In such a case, the deposits will not be refunded.

IV. PRICE

Unless otherwise indicated in order confirmations, prices are net, excluding transport costs, excluding taxes and based on the prices communicated to the Buyer before December 1 of the previous year. The applicable prices are those indicated in the order confirmations sent by Ansostyle. All taxes, duties, duties, levies or other charges due under French regulations or the legislation of an importing country or a transit country will be the responsibility of the buyer. After prior notification, Ansostyle may modify its prices at any time, subject to the signature with the Buyer of an amendment to this effect. In the event of a price increase after the order is placed, Ansostyle undertakes to apply the prices in force at the time the order is placed.

V. DELIVERY

A. Date

Deliveries are only made subject to product availability and in the order of arrival of orders. Ansostyle is entitled to make full or partial deliveries. The delivery times which are counted from the firm order are given for information only and according to the supply and transport options available to Ansostyle. No delay in delivery will result in penalties or the withdrawal or cancellation of pending orders.

B. Reception

Without prejudice to the arrangements to be made with regard to the carrier, complaints relating to apparent defects or non-conformities of the product delivered in relation to the product ordered or to the packing slip must be formulated in writing in the eight days following the arrival of the products. It is the Purchaser's responsibility to prove the actual existence of any defects or anomalies noted. It will have to allow Ansostyle by all means to note the faults in question and to remedy them. He will not intervene himself and will not have to call on third parties for this purpose. For products sold packaged, the weights and measures at the start of the products will attest to the quantities delivered.

VI. RETURNS AND GUARANTEES

A. Return No return of products can take place without the prior written consent of Ansostyle. Any product returned without this agreement will be made available to the Purchaser, without giving rise to the issuance of a credit.

B. Guarantee of conformity

In the event of an apparent defect or non-conformity of the delivered products, reported to Ansostyle within 8 days of their delivery, the Purchaser may obtain the free replacement or reimbursement of the products, at Ansostyle's discretion, at the exclusion of any compensation or damages. The lack of conformity must be duly noted by Ansostyle, and any return of product must be subject to the prior written consent of Ansostyle. Subject to Ansostyle's written agreement, the Purchaser must return the items in their original packaging, intact and accompanied by all accessories, all user manuals and a copy of Ansostyle's agreement concerning the return. Any return of products will be made at the expense and risk of the Buyer. In any event, Ansostyle is not required to reimburse or replace products delivered in conformity with the Purchaser. Proof of delivery of non-conforming products is the responsibility of the Purchaser.

C. Disclaimer of warranty for hidden defects

Ansostyle cannot be held responsible for hidden defects that have been noted or revealed by the Buyer after delivery of the products.

VII. CONSUMER LEGAL GUARANTEE

Ansostyle is not required to compensate the Buyer, in any form whatsoever, for refunds or replacements made at its expense following requests made by consumers, under the legal guarantee of conformity, or on any other basis. It is the Buyer's responsibility to respond favorably to any consumer request falling within the scope of the legal warranty.

VIII. INVOICING AND PAYMENT TERMS

An invoice will be issued for each delivery / provision.

A. Terms of payment Unless otherwise agreed, payments will be made under the following conditions: Full payment upon order.

B. Late payment or default of payment

In the event of late payment, Ansostyle may suspend all pending orders, without prejudice to any other recourse it may exercise. Any unpaid amount on the due date indicated in the invoice will automatically give rise, from the day after the due date indicated in the said invoice, to the application of penalties of an amount corresponding to three times the rate. of legal interest. Said penalties will be due at the simple request of Ansostyle. In the event of payment by credit instrument, the failure to return the bill will be considered a refusal of acceptance equivalent to a default in payment. Likewise, in the event of payment by installments, failure to meet any due date will result in the full debt becoming immediately payable, without notification. The Buyer shall reimburse all costs incurred for the purposes of the recovery procedure for amounts due, including bailiff fees. Ansostyle does not grant any discount for cash payment or on a date earlier than the date specified in the general conditions of sale.

IX. RESERVE OF OWNERSHIP AND TRANSFER OF RISKS

A. Retention of title

It is expressly agreed that Ansostyle will retain full and exclusive ownership of the products sold until full payment, in principal and interest. In this regard, for the purposes of this article, the delivery of a draft, a bank or postal check or any document creating an obligation to pay shall only be considered as payment as from its actual collection. If the products subject to retention of title have been resold by the Purchaser, Ansostyle's claim will automatically be transferred to the claim for the price of the products sold by the Purchaser. The Buyer hereby assigns to Ansostyle all claims resulting from the resale of unpaid products subject to retention of title. In the event that a safeguard, restructuring or judicial liquidation procedure is initiated against the Buyer, the products may be claimed in accordance with the applicable legal and / or regulatory requirements. If the goods are claimed in the event of partial or total default of payment, the products in stock will be deemed to correspond to the unpaid debts. In accordance with the provisions of Articles L.624-9 and L.624-16 of the Commercial Code, notwithstanding any clause to the contrary, this clause relating to the retention of title shall be enforceable against the Buyer. Ansostyle is hereby authorized by the Purchaser, who accepts it, to have an inventory established and / or to place in receivership any unpaid products held by it. All advance payments made in advance will be retained in full by Ansostyle as penalties. Until full payment, the Buyer will refrain from giving any pledge on the products sold and subject to retention of title or giving them as security. The Buyer undertakes to inform all third parties, in particular in the event of seizure, that the products subject to the retention of title belong to Ansostyle and to inform Ansostyle immediately of any seizure or similar operation. To this end, unpaid products will be stored by the Buyer in a specific area and must be clearly marked indicating that they are products of Ansostyle.

B. Risk transfer

Notwithstanding the retention of title clause set out above, the Buyer will bear all the risks associated with the products sold when they are handed over to the carrier or to the Buyer himself. The Buyer will therefore be fully responsible for all risks of deterioration, loss or partial or total destruction, whatever the cause of the damage, even if it results from exceptional circumstances or a case of force majeure. Consequently, he must insure the products covered by the retention of title and have it stipulated in the insurance policy that any compensation must be paid directly to Ansostyle and he must provide Ansostyle, on first request, with proof of the payment. insurance thus subscribed.

X. SPECIAL CONDITIONS OF SALE

In the event that the parties have subscribed to certain obligations with a view to fixing the price of the products at the end of a commercial negotiation, an annual agreement called "Single agreement" indicating the said obligations will be signed between Ansostyle and the '' Buyer before March 1 of each year, in accordance with Articles L.441-6 and L.441-7-I of the Commercial Code.

XI. INTELLECTUAL PROPERTY AND USE OF THE PRODUCTS

The products sold by Ansostyle are protected by trademarks, copyrights and designs and models registered or not. Ansostyle's brands and logos as well as other distinctive signs or those protected by private and intellectual property rights (including trade names, product presentations, Internet domain names, rights attached to designs, rights of 'author, etc.) related to the products are the exclusive property of Ansostyle. The Buyer shall only use the distinctive signs of Ansostyle for the benefit of Ansostyle. The use of promotional materials not provided by Ansostyle in connection with the products must be approved in advance and in writing by Ansostyle. The Buyer undertakes not to counterfeit the distinctive signs of Ansostyle and not to use them without authorization. The Purchaser shall refrain from registering or using the brand, trade name, product presentation, logo, Internet domain name, design or model or any other identical, similar and / or likely element. 'to be confused with those of Ansostyle.

XII. DURATION OF THE BUSINESS RELATIONSHIP

In the absence of a contractual stipulation to the contrary, each party may terminate the commercial relations existing with the other party, subject to a notice of: 1 month if the termination occurs during the first year of the commercial relationship 3 months if the termination occurs between the second and the fifth year of the commercial relationship 6 months if the termination occurs between the sixth and the tenth year of the commercial relationship 9 months if the termination occurs after the tenth year of the commercial relationship. However, in the event of non-observance by one of the parties of one of the contractual clauses, after a formal notice by registered letter with acknowledgment of receipt sent to the defaulting party and remained ineffective within thirty days of its receipt, the party noting this non-compliance may terminate the commercial relationship, without being bound by any notice, and without prejudice to any claim for damages for the damage suffered.

XIII. FORCE MAJEURE

Ansostyle will be released from its obligations in the event of any force majeure event beyond its control, in particular: total or partial strikes, fires, storms, floods, earthquakes, explosions, accidents, terrorist attacks, wars, etc. XIV. APPLICABLE LAW - COMPETENT COURT These GTCS are governed by French law. Any dispute concerning the interpretation, execution or non-compliance of any order will be brought before the Commercial Court of Paris.