The Terms & Conditions of Sale set out herein are entered into between, firstly, the French simplified joint-stock company (SAS) Circular, which has share capital of €18,000.00, and which is registered in the Paris Register of Trade & Companies under the number 850 542 804, the registered office of which is located at 86 Rue de Paris, 91400 Orsay, France, and which is represented by the Chair thereof, Amaury KOSMAN (hereinafter “Circular”), and secondly, any and all physical person who has full contact capacity (hereinafter the “Customer” and/or “you”) acting hereunder as a consumer, i.e. a natural persons acting outside of their profession. Words with a capital letter shall have the meanings assigned to them in the T&C and/or the General Conditions of Use (“GCU”).
1 - T&C
The T&C shall define the contractual relations between Circular and you regarding the sale of the Products of Circular. The T&C, supplemented by the GCU available on www.circular.xyz/en/terms, shall prevail over any and all other general or special terms and conditions which are not expressly agreed to by Circular.
The T&C shall apply to all the Products offered for sale on www.circular.xyz (the “Website”), for the whole period of time for which the Website is online. Given that the Website and regulations may change, Circular reserves the right to amend its T&C at any time. Said amendments shall be applicable as soon as they are put online. All new T&C replace the previous T&C. However, a given order is subject to the version of the T&C applicable at the time of said order. We recommend that you consult the GCU frequently, in particular the T&C set out herein, and that you save the latter on a durable medium. The purchase of the Product by the Customer entails an unconditional, full and complete acceptance of the T&C and a waiver of any conflicting document or conditions. Refusal to agree to the T&C excludes the Costumer from the sale agreement. Circular reserves the right to refuse orders from Customers who do not agree to or who do not comply with the T&C, and such Customers shall not be entitled to claim any compensation. The T&C are available on the shop page at https://www.circular.xyz
In the absence of proof of the contrary, data recorded by Circular constitutes the entire proof of all transactions made between the Customers and Circular.
2 - PRODUCTS
Circular offers for sale the Products listed on the Website. Circular undertakes that it shall describe the main characteristics of the Products as accurately as possible, that it shall display the price thereof, and likewise payment methods and any delivery restrictions, and lastly that it shall exercise its best efforts to ensure that the Website and the contact information thereupon is updated. Products for sale by Circular are intended for a private and non-commercial use. Any other purpose is excluded. Any use contrary to a private purpose or different from the one proposed in the technical documentation available on the Website and the documentation provided by Circular shall not be guaranteed by Circular.
3 - ORDERING PROCESS AND THE FORMATION OF THE AGREEMENT
To place an order, you must provide details regarding your identity and delivery contact information.
Orders are placed using the Website. You undertake to read the contact information notice for each Product. You shall then be asked to read the T&C, to agree to them unconditionally and to expressly acknowledge your payment obligation. You shall access the payment interface to pay the total amount of your order. A sale is considered complete when you have carried out the final approval and completed your payment. All paid orders constitute an agreement to the T&C, supplemented by the GCU, and to the prices and descriptions of the Products. Your order shall be confirmed by Circular via an email. A first email shall confirm the contractual contact information regarding orders and a second email shall provide you with a tracking number.
4 - PRICE
The prices of Products are stated in euros, including all taxes (VAT), apart from the portion of processing and shipping costs.
5 - APPROVAL OF ORDERS BY CIRCULAR
Orders are approved provided that none of the following order termination conditions are me
Unconditional acceptance of the T&C: Circular reserves the right to refuse any and all orders from Customers who refuse to agree to all or part of the T&C;
Availability: Products are offered for sale while stocks last. Details regarding the availability of the Products are given at the time of the order. In the event that all or some of the Products ordered are momentarily not available, Circular shall advise you of the situation forthwith. The purchase is subject to the availability of the Products on the Website. Otherwise, the sale shall be invalid, with no possibility for the Customers to claim any compensation.
Billing and delivery addresses: Circular only accepts orders with billing and delivery addresses located in the countries mentioned on the Website.
In the event that one or more of the termination conditions set out above are met, you shall be informed of the situation by email. The order in question shall then be cancelled and you shall be refunded the total amount of the order, by means of the payment method used by you (bank card or PayPal), within a maximum of 14 (fourteen) calendar days. Any changes in the VAT rate and any and all new taxes may affect prices. Circular reserves the right to refuse to carry out a Customers’ order with whom Circular has or has had a litigation, which represents a legitimate ground for refusing to sell Products to a customer, in compliance with the Article L122-1 of the French Consumer Code (“Code de la consommation”).
6 - INVOICING AND PAYMENT
The Products are invoiced based on the prices which apply at the time the order is recorded. The amount invoiced shall be strictly equivalent to the total price indicated at the time of the order. Payment shall take place as soon as you confirm your order. Payment is made via credit/debit card or via PayPal. Invoices shall be paid in euros (EUR). The Products shall remain the property of Circular until the price is fully paid.
The price shall be fully payable on the day the order is placed by the Client or in accordance with the conditions of the Website when the Customer chooses the multiple-installment interest-free payment plan. Circular shall not be bound to deliver the Product if the payment is incomplete. Circular further reserves the right to suspend or cancel the delivery of the Customer’s orders in case the terms of payment are non-respected.
By placing an order online, the Customer authorizes the Company to debit its payment card for the full amount of the order (including delivery charges and taxes, if applicable), if payment is made by payment card.
Any tax, duty or other levies payable in respect of the French regulations shall be paid by the Customer. Customers guarantee Circular they have the right to use the payment method they have selected. Circular reserves the right to suspend the order and delivery in case the multiple-installment interest-free payment plan is not respected.
7 - CANCELLING ORDERS
Customers may cancel orders prior to their shipping, upon request by the Customer, made to the following email address: firstname.lastname@example.org.
8 - DELIVERY
Once you have finalized your order, you will be given the estimated delivery date. This date may change depending on the shipping method and the delivery address. The given date is an estimate based on our average time frames required for processing an order and delivering it. This estimate does not constitute in any way a deadline or a liability for Circular. Circular is not liable for shipping delays due to the shipping company, and in particular in case of a strike.
An email is sent once the Product is shipped and will include the delivery time frame. The Customer is solely responsible for the accuracy of the data he provides when placing the order (last name, first name, contact details, shipping address, etc.) and the related consequences (delay, impossibility or error of delivery, etc.).
The Products are shipped to the delivery address specified at the time of the order. If the address proves to be erroneous, the cost of shipping the Products to another address shall be borne exclusively by you.
If the Products are available on different dates, the delivery time frame is based on the later of the said dates. However, Circular reserves the right to split orders into multiple parcels. In such a case, an email shall be sent to you beforehand. In such a case, the processing and shipping costs shall only be invoiced on the basis of a single parcel. Orders are given in perfect condition to the shipping company which is responsible for delivering them to Customers.
Delivery is deemed to have been made when the shipping company provides you with your order. Said provision is established by the IT system used by the shipping company. We recommend you check the Products at the time of delivery, and in the event that a Product is delivered and is non-compliant (i.e. the wrong product was sent, the product is defective, damaged or incomplete, etc.), we recommend that you supply to the shipping company a written detailed complaint at the time of delivery.
9 - SHIPPING COST
Several shipping methods may be offered at the moment of order. Shipping costs vary depending on the weight of your order, the shipping address and the chosen shipping method. The shipping cost is indicated at the time of your order. You shall bear the full amount of shipping costs.
10 - RIGHT OF WITHDRAWAL
According to the article L.221-18 of the French Consumer Code (Code de la consommation), the Customer has the right to return a Product for any reason within fourteen (14) calendar days. This period shall run as from the order delivery date (date as per postmark). These provisions shall only apply to a private use of the Product. In case of multiple orders, the withdrawal time frame runs as from the delivery of the relevant Product.
You can exercise your right of withdrawal within the withdrawal time frame by sending an email to Circular, or by means of any other unambiguous statement which expresses your desire to withdraw from the agreement using the email address email@example.com. If you use this option, we will send you, without any delay, a receipt confirmation of the withdrawal on a durable medium (via email for instance). The withdrawal time frame shall be deemed to have been respected when the Customers desire to withdraw has been notified to Circular within the withdrawal time frame. Once you have exercised your right to withdrawal, you have thirty (30) days following notification of your decision to withdraw from the agreement to return the Product or Products to Circular in its/their original packaging and condition with its/their batterie(s), any accessories fitted and the invoice of the Product(s). Shipping costs shall be borne exclusively by you and you shall support the shipping risks of the item(s) during its return. In the event the serial number of the Product is incorrect or missing or if the original packaging of the Product is missing or if the Product has been damaged, Circular reserves the right to refuse the refund or to reduce the amount of the refund. The Product shall be returned according to Circular’s instructions and requirements for shipment. You shall be refunded the full amount paid for the returned Product, excluding delivery costs, within a maximum period of 14 (fourteen) days from reception of the Product by Circular or from the date on which you provide Circular with proof the Product has been sent, whichever of the two is the earliest. You may be held liable in the event that the Product or Products is or are damaged as a result of handling operations in respect thereof, apart from handling operations which are required to establish the nature, the characteristics and the proper operation thereof.
11 - WARRANTIES
The Products are guaranteed against hidden defects, as defined in articles 1641, 1644 and 1648 of the French Civil Code (Code civil), and likewise against lack of conformity, as defined in articles L.217- 4 et seq. of the French Consumer Code (Code de consommation). These guarantees run from the delivery date.
12 - WARRANTY AGAINST LATENT DEFECTS
The French Civil Code (Code civil) provides the following regarding latent defects:
• Article 1641 of the Civil Code: The seller is bound to a warranty against hidden defects in the thing sold that render it unfit for its intended use, or that so impair its use that the buyer would not have bought it, or would only have given a lesser price for it if he had known of the defects.
• Article 1644 of the Civil Code: Under Articles 1641 and 1643, the buyer has the choice either to return the thing and to have the price returned to him or to keep the thing and have a part of the price returned to him, as decided by experts.
• Article 1648 of the Civil Code: An action resulting from redhibitory defects must be brought by the buyer within two years from the discovery of the vice. In the case provided for in Article 1642-1, the buyer must bring the action, under pain of being barred, within the year which follows the date on which the seller can be discharged from conformity.
Under the contact latent defects warranty, Circular, according to your choice and after evaluation of the defect, commits to:
• Whether reimbursing you of the full price of the returned price,
• Whether to reimbursing a portion of the price, in case you decide to hold the Product
13 - WARRANTY OF CONFORMITY
The French Consumer Code (Code de la consommation) provides the following regarding the conformity warranty:
• Article L211-4 of the French Consumer Code (Code de la consommation): “The seller is required to deliver a product which conforms to the contract and is held liable for any lack of conformity which exists upon delivery. He is also held liable for any lack of conformity caused by the packaging or the assembly instructions, or the installation if he assumed responsibility therefor or had it carried out under his responsibility.”
• Article L211-5 of the French Consumer Code (Code de la consommation): “To conform to the contract, the product must:
• Be suitable for the purpose usually associated with such a product and, if applicable:
– correspond to the description given by the seller and have the features that the seller presented to the buyer in the form of a sample or model;
– have the features that a buyer might reasonably expect it to have considering the public statements made by the seller, the producer or his representative, including advertising and labeling;
– Or have the features defined by mutual agreement between the parties or be suitable for any special requirement of the buyer which was made known to the seller and which the latter agreed to.”
• Article L211-12 of the French Consumer Code (Code de la consommation): “Action resulting from lack of conformity lapses two years after delivery of the product.”
The implementation of the contact warranty of conformity:
• Allows you to benefit from a period of two years from the delivery of the Product to act;
• Allows you to choose between the repair or replacement of the Product, subject to the cost conditions provided for in Article L217-9 of the French Consumer Code (Code de la consommation);
• Exempts you from reporting the proof of the lack of conformity of the good during the six months following the delivery of the good. This period is extended to twenty-four months from March 18, 2016, except for second-hand goods.
The conformity warranty applies regardless of the commercial warranty that may be granted.
The buyer may decide to implement the warranty against hidden defects of the Product within the meaning of Article 1641 of the French Civil Code (Code civil). In this case, he can choose between the resolution of the sale or a reduction of the selling price in accordance with Article 1644 of the French Civil Code (Code civil).
If the Product or Products received are affected by a hidden defect or by a lack of conformity, you must first contact the support department, before you can send back the defective and/or non- compliant Products to Circular in order to exchange the product or obtain a refund of the shipping costs. You shall be refunded via the payment method initially used, within a maximum time frame of 14 (fourteen) days. If you should have any other questions concerning warranties, please contact Circular at the following address: firstname.lastname@example.org.
14 - WARRANTY DISCLAIMER
Any warranty claims shall be forfeited, in such cases:
• Visible defects;
• Declaration of non-compliance notified after the warranty time frame featured in the article WARRANTIES of the T&C;
• Damages resulting from:
– an accident,
– an improper use or a different use than the one recommended in the technical documentation available on the Website and the given documentation,
– malfunction cause by an attempt to modify the Product,
– a poor maintenance of the Product by the Customer or any third party other than Circular (as non-limited examples: soiling, oxidation, corrosion, rust,…);
– the use of the Product with other accessories than those supplied by Circular (as non- limited examples: USB plug, USB cable,…);
• Damages resulting from an external cause, such as an improper installation of the Product, a negligence of the Costumer, a fire, a flood, etc… and more broadly damages that appear after the Product is sold and do not affect the operation of the Product;
• Damages caused during transportation;
• Scratches that appeared after the sale;
• Technical manipulations, including the modification or the repair of the operating system and/or the Product by the Costumer and in case of a repair by any organization that has not previously been approved by Circular;
• More broadly any modification that hasn’t previously been approved by Circular.
15 - PURCHASES MADE FROM ABROAD
The Website can be used from abroad. Circular offers its Products for sale in the countries mentioned on the Website. The sale of the Products in the country in which you live can however be subject to a specific framework. Circular shall not be held liable in the event of non-compliance with the legislation of the country in which the Products are delivered. It is your responsibility to check, with the local authorities, whether the Products which you are planning to order can be imported and used. Customs duties and/or other local taxes and/or State taxes are liable to be payable. Said duties and sums are not within the remit of Circular. They shall be solely borne by you and are your full responsibility both in terms of statements and of payments to the competent authorities and bodies in the given country. It is recommended that you obtain information regarding these aspects from the local authorities in the given country prior to placing an order on the Website.
16 - OWNERSHIP AND RISK TRANSFER
Circular remains the owner of its Product until their full payment as well as all taxes and cost have been made.
Circular is liable for the Products until they are delivered. The transfer of the risks from Circular to the Client shall take place as soon as the Product is delivered to the client and all risks become the Customer’s responsibility (as non-limited examples: risk of loss, theft, deterioration, etc.)
17 - LIABILITY
Circular reminds its Customers that the Products that are sold on Circular’s Website are compliant with local applicable laws and regulation applicable in the Countries in which the Products are sold. Therefore, Circular disclaims any and all liability for not being compliant with local applicable laws if its Products were to be used or imported in any other Countries.
The Customer has under its sole responsibility the choice, use and conservation of the Products. Circular disclaims any and all liability in the event of deterioration, loss of data resulting from an improper use of the Product by a Customer or any third party.
Circular disclaims any and all liability in the event it is partially or totally impossible to use the Product due to in an incompatibility of the Product. Circular disclaims any and all liability in the event the damage is caused by the Customer or any third party.
Circular disclaims any and all liability in the event of a breach of one of its contractual obligations which is consecutive upon an unforeseen circumstance or a force majeure case as defined by the French courts during the duration of the event. All other provisions shall remain in full force and effect. Circular will inform the Customer of the event within seven (7) working days from its occurrence and will fulfill its obligations once the event has ceased.
If the event lasts more than a month, the Customer is entitled to terminate the contract as of right. The following are, in particular, deemed to be cases of unforeseen circumstances or of force majeure: any and all non-performance or delay in the performance of an order or as regards the sending of an order, which are caused by events outside of its control, such as:
• Strikes, closures or other industrial action;
• Civil unrest, riots, invasions, terrorist attacks or threats of terrorist attacks, wars (whether declared or not), the threat of war or preparations for war;
• Fires, explosions, storms, floods, earthquakes, landslides, epidemics or other natural disasters;
• The impossibility of using rail, boat, aeroplane or road transport, or other private or public means of transport;
• The impossibility of using private and public telecommunications networks;
• The acts, decrees, legislation, regulations or restrictions of any and all governments;
• Maritime transport, postal and other strikes, issues or accidents.
• The performance of the T&C shall be suspended for the whole duration of a case of force majeure, which entails an extension of the performance and delivery time frames by the same duration.
18 - INSURANCE
Circular states that it has taken out, with an insurance company of reputed solvency, an insurance policy which covers any and all damages and losses for which it may be liable or which may be consecutive upon a Product defect in the territories of the United States, Canada, the United Kingdom and in Member States of the European Union.
19 - PROOF UNDERSTANDING
You acknowledge and accept that your username and your password constitute proof of your identity and that the fact that you check the “I agree to the T&C” box when placing an order, and the details recorded by the Website and stored under reasonable security and integrity circumstances by Circular and the sub-contractors thereof constitute proof of your agreement to the T&C set out herein, to all of the transactions and exchanges with Circular and constitute your acknowledgment of your payment obligation.
20 - DATA PROTECTION
The Customer’s personal data collection shall take place in accordance with the GCU. Collected data are kept for the period strictly necessary for the purposes defined by the GCU. As such, the data retention period is five (5) years from the date of order. At the end of this period, your personal data is either deleted or archived so that Circular is able to meet its contact and regulatory obligations.
Your data is processed by the internal teams of Circular as part of the customer relationship.
You can exercise your rights of access, rectification, opposition and deletion at any time, and define the fate of your data after your death by sending a letter or email, along with an identity document, to the following address: email@example.com – Circular, 86 rue de Paris 91400 Orsay FRANCE.
21 - REFERRAL PROGRAM
With any purchase of a Product according to these T&C, the Client shall receive a personal promotional code by email indicating the discount applied to his/her order.
This promotional code can be shared by the Client (the Referrer) with his family and friends but shall not be shared on referral websites. The Referrer guarantees to use the promotional code in a lawful, unabusive, personal and non-commercial way according to these T&C. When using the promotional code, the Client shall not manipulate the system through a third- party, macro, script, or any fraudulent identities, or any other automated methods. With any purchase of a Product on the website www.circular.xyz , any Client using the promotional code shall benefit from an immediate discount on his/her purchase.
Once the full payment of the order has been made (in case of several payments, the last payment date) and without any return within the withdrawal period, the Referrer shall benefit from the referral program.
The Benefits shall be obtained at the earliest twenty (20) days from the validation of the purchase of the Circular Product (in case of several payment, on the last payment date). The promotional code is only valid for online orders, and can not be used in stores. Moreover, this promotional code is not cumulative with other offers, promotions and discounts.
For all orders satisfying the eligibility criteria of the referral program, CIRCULAR guarantees it shall reward the Referrer with a twenty five (25) euros credit to be used on its partner’s website.
The Referrer guarantees to take note of the partner’s T&C. Any additional cost applied by the partner shall be borne by the Referrer.
CIRCULAR reserves the right to deactivate any promotional code used in breach of the referral program. Circular reserve the right to proceed to the reimbursement of all sums obtained through a fraudulent or unlawful use of the promotional code and proceed to the cancellation of the order.
CIRCULAR reserves the right to delete any offer, discount and/or promotion at any time and for any reason by modifying these T&C, without being held liable. The Client acknowledges the promotional code can expire at any time.
22 - APPLICABLE LAW AND COMPLAINTS
The T&C are drawn up in French and in English and is subject to French law.
The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention) dated April 11th, 1980 shall not be applicable. In the event that an order is placed by a Customer in a State located outside of the European Union, the Parties acknowledge and agree that the Convention of La Haye dated March 18th, 1970 on the Taking of Evidence Abroad in Civil or Commercial Matters shall apply.
For any problem, please first contact CIRCULAR at the address below:
86 rue de Paris 91400 ORSAY – France