Article 1 - Prices

Prices for our Products are indicated in Euros, exclusive of tax (net of VAT).

Any increase in VAT or any new tax imposed between the time of order and the time of delivery shall be borne by the buyer.

Regarding book pricing, it is established in strict compliance with the provisions of the Lang Law 81-766 of August 10, 1981.

Our prices only cover the supply of goods described in the specific conditions, excluding all other works and services, particularly installation. If these are ordered by the buyer, they will be invoiced in addition to the price provided in our specific conditions.

1.1 Shipping Costs

Unless otherwise stipulated, our prices are for collection at our warehouse in Lieusaint (Ex Works).

If we handle the transport or its organization, shipping costs will be invoiced to the buyer.

When an order reaches a certain threshold, determined by us, delivery costs are free (see "Carriage Paid" in Article 6).

1.2 Importation

In the event of an order to a country outside the European Union, you are the importer of the product(s) concerned. Customs duties, local taxes, import duties, or state taxes may be payable.

These duties and sums are not within our jurisdiction. They will be at your expense and are your sole responsibility, both in terms of declarations and payments to the competent authorities and bodies in your country. We advise you to check these aspects with your local authorities.

1.3 Currency

All orders, regardless of their origin, are payable in Euros.

1.4 Price Modifications

We reserve the right to modify these prices at any time, but Products will, in any event, be invoiced based on the rates in effect at the time your order is recorded.

1.5 Retention of Title

Products remain the property of SAS SEMIC DISTRIBUTION until full payment of the price is received.

In accordance with Law No. 80.335 of May 12, 1980, ownership of the goods subject to this invoice is reserved for the seller until full payment of the price. The seller retains ownership of the goods sold until effective payment of the total price in principal and accessories.

The provision of a document creating an obligation to pay (draft or other) does not constitute payment within the meaning of this clause. Failure to pay any of the installments may lead to a claim for the return of the goods.

In case of bankruptcy or judicial liquidation, goods held on deposit must be returned in good marketable condition, unlabeled. Responsibility for the safekeeping of the goods is transferred to the customer upon delivery. These provisions do not prevent the transfer to the buyer, upon delivery, of the risks of loss and damage to the goods sold, as well as any damage they may cause.

Article 2 - Payment

Unless otherwise stipulated, our invoices are payable at our registered office, in cash, prior to any collection/delivery of goods. The amount to be paid, the date, and the method of payment are indicated on the invoice. Payments should be made to SEMIC DISTRIBUTION SAS.

2.1 Claims

Any claim relating to one of our invoices must be sent to us in writing no later than 15 calendar days after its receipt. Failing this, the buyer may no longer contest the invoice.

2.2 Penalties for Late Payment

In application of Law No. 92.1442 of December 31, 1992, regarding payment deadlines between companies, the following terms are specified:

• In case of late payment or non-return of a draft sent for acceptance within a maximum of 8 days, the company reserves the right to suspend the execution of current orders.
• Late payment penalties will be applied at a rate equal to one and a half times the legal interest rate in force on the day the general terms of sale are used, on the total amount of the debt exceeding the agreed payment period.
• All costs for the recovery of overdue debts will be borne by the debtor.
• Failure to pay on any of the due dates will make the others immediately payable, even if they have resulted in drafts.
• Furthermore, as a penalty clause and in application of legal provisions, the buyer shall be liable, 15 days after a formal notice has remained unsuccessful, for a late payment penalty calculated by applying a rate equal to one and a half times the legal interest rate in force to the total sums remaining due.

Article 3 - Ordering

3.1 Registration and Identification

A "K-Bis" (company registration certificate) or proof of registration with the Commercial Court will be required before opening any account, as well as bank account details (RIB).

Your orders can be placed by email or directly on the website www.semic-distribution.com.

Your order can only be recorded on the site if you have clearly identified yourself by entering your customer code and password. In addition, you must verify the accuracy of the following information: delivery address and email address; in case of error, the order cannot be confirmed or delivered to the correct destination, and we cannot be held liable.

Contractual information is presented in French and will be subject to a confirmation containing this contractual information no later than the time of delivery.

3.2 Acceptance

Any order will only be binding if we have confirmed it in writing. Orders negotiated by our agents or representatives are only binding after written acceptance by us. Any order accepted by our company is firm and final. It cannot be unilaterally cancelled by the customer. Any order implies acceptance of the prices and descriptions of the Products available for sale.

We reserve the right to refuse an order and/or permanently exclude a customer for legitimate reasons (such as repeated late payment, etc.) without notice. The legitimate reason justifying the refusal of an order or the exclusion of a customer will be communicated to the customer upon request within fifteen days of receipt.

We reserve the right to reallocate all or part of the goods in your order if they have been blocked for more than 15 days, particularly in cases of high demand from other customers.

Article 4 – Validation

You declare that you have read and accepted these General Terms and Conditions of Sale before placing your order. The validation of your order therefore constitutes acceptance of these General Terms and Conditions of Sale.

When ordering, you have the opportunity to check the details and correct any errors before confirming it. We acknowledge receipt of the order sent to us electronically without unjustified delay.

Unless proved otherwise, the data recorded by SAS SEMIC DISTRIBUTION constitutes proof of all transactions with our customers. Computerized records, including emails, kept in our computer systems under reasonable security conditions, will be considered as proof of communications, orders, and payments between the parties.

The archiving of purchase orders and invoices is carried out on a reliable and durable medium so as to correspond to a faithful and durable copy in accordance with Article 1348 of the Civil Code.

Article 5 - Availability

Our Product offers and prices are valid as long as they are in stock. In this context, information on the availability of Products is provided to you at the time of placing your order. Information on the site is provided for indicative purposes only.

For Products not stocked in our warehouses, our offers are valid subject to availability from our suppliers. As this information comes directly from our suppliers, errors or modifications may occasionally occur.

In the event of a Product being unavailable after placing your order, we will inform you by email or mail as soon as we receive information from the suppliers. Your order will be automatically cancelled, partially or completely, depending on the unavailable items.

Article 6 - Delivery

Delivery times are given for guidance only. Delays shall under no circumstances justify the cancellation of the order or give rise to any compensation. Unless otherwise stipulated, delivery is deemed to have taken place from our warehouses.

If delivery is delayed for a reason beyond our control, it will be deemed to have been made on the agreed date. In all cases, even when our prices are designated as "carriage paid," our goods travel at the buyer's risk.

6.1 Shipping Methods

Products are delivered to the shipping address you indicated during the ordering process. Products are sent either by courier services or freight shipping.

6.2 Shipping Costs

A price grid can be provided upon request for courier transport. For freight shipping, a quote will be provided at the time of order.

6.3 Carriage Paid (Free Delivery)

Delivery costs are waived under certain conditions depending on your geographical area and the amount of your order. To consult the applicable thresholds, please refer to our delivery page.

6.4 Stock Outs and Delays

When you order several Products at the same time and one of them is out of stock, you may request split delivery. Each delivery will then be invoiced separately.

In the event of an unreported stock out (defective Product, stock error, or any other reason), SAS SEMIC DISTRIBUTION reserves the right to split shipments. Processing and shipping costs will only be invoiced for one shipment, with subsequent shipping costs being free.

In case of a shipment delay, an email will be sent to you. In this case, and as long as the Product is not shipped, you can still cancel your order by replying to this email.

6.5 Transport Disputes

The transport contract we have signed with our carrier stipulates that claims are only admissible when the recipient makes precise, written, and reasoned reservations in the presence of the driver. Furthermore, the following mentions do not constitute valid reservations and have no legal weight:

• "Damaged package" without further detail.
• "Subject to unpacking" / "With all reservations" / "Under reserve", etc.
• "Traces of tampering" / "Missing items".
• "Subject to proper operation".

The registered letter confirming reservations must be sent within three days or irrefutably prove that the dispute occurred during transport and indicate clear, significant, and complete reservations with the status of damaged or missing goods.

Email is only admissible to confirm reservations indicated on the delivery note. Failure to comply with these provisions will result in the loss of all recourse, and no favorable outcome can be granted to your claim.

Article 7 - Detailed Payment Terms

Payment for your purchases is made by direct debit or bank transfer. For direct debit, the amount will be debited directly from your account with your signed authorization and bank details (RIB) previously provided with your registration certificate (K-Bis).

Following discussion with your sales representative, a payment period may be granted on a case-by-case basis after review. Your credit limit will then be determined.

Article 8 - Acceptance of Goods

Goods shall be deemed accepted by the buyer no later than 48 hours after delivery, unless a precise and detailed claim is notified to us before the expiry of this period by registered letter.

Acceptance covers all apparent defects, i.e., all those that it was possible for the buyer to detect at the time of delivery or within the following 48 hours through careful and serious inspection, particularly those relating to the characteristics and functioning of the goods.

Article 9 - Warranty & Claims

The duration of our warranty coverage is identical to that granted by our own suppliers. The warranty can only be implemented if the following conditions are met:

• The defect makes the goods unfit for the purpose for which they are usually intended.
• The goods were properly installed.
• The goods are used under normal conditions.

The warranty shall not apply in particular in the event of use of the goods under abnormal or special conditions, in case of poor maintenance, modification, disassembly, or repair by a person who is not professionally qualified.

To claim warranty benefits for a figurine, the buyer must notify us of any claim by email to their account manager or by registered letter within a maximum period of one month after delivery.

Our warranty is limited, at our discretion, to free repair (parts and labor) or replacement of the defective goods, excluding cancellation of the sale or damages. The buyer must return the defective goods to our facilities at their own expense and risk.

We will bear the costs of returning items to our suppliers as well as return costs to the buyer if the goods are indeed defective. Natural wear and tear is excluded from the warranty.

Article 10 - Limitation of Liability

From the moment of collection/delivery, we assume no responsibility other than those provided for in the preceding articles. Consequently, we are not liable for any damages for personal injury, damage to property separate from the goods sold, loss of profit, or any other prejudice.

Most Products sold are not suitable for children under 3 years of age. We draw your attention to the need to carefully read the instructions and information provided on the Product box.

Article 11 - Refunds

Refunds for Products in the cases mentioned in the preceding articles will be made as soon as possible after receipt of the products by us, and at the latest within thirty days following the date on which the right is exercised.

The refund will be made by credit to your bank account or by bank check addressed to the name of the customer who placed the order. No "Cash on Delivery" shipments will be accepted.

Article 12 - Customer Service

For any information, question, or claim, we are at your disposal:

SAS SEMIC DISTRIBUTION
37, ter rue Gustave Simonet
94200 IVRY SUR SEINE - FRANCE

Telephone: +33 (0)1 46 70 66 05
Email: contact@semic-distribution.com

Article 13 - Intellectual Property

All texts, comments, works, illustrations, and images reproduced on the site www.semic-distribution.com are reserved under copyright and intellectual property law for the entire world.

As such, only use for private purposes is authorized. Any total or partial reproduction of the site www.semic-distribution.com is strictly prohibited. They are the exclusive property of our company.

Anyone wishing to place a simple link referring directly to our site must seek our prior written authorization.

Article 14 - Legal Liability

The Products offered comply with current French legislation. SAS SEMIC DISTRIBUTION cannot be held liable in the event of non-compliance with the legislation of the country where the Products are delivered.

It is your responsibility to check with local authorities regarding import possibilities. Photos are provided for indicative purposes. We invite you to refer to the description of each Product to know its precise characteristics.

SAS SEMIC DISTRIBUTION is only responsible for the content of the pages it publishes. In the event of an obvious error between the characteristics of the product and its representation, our liability cannot be engaged.

Article 15 - Applicable Law - Disputes

This contract is subject to French law. The language of this contract is French (original) and English (translation).

In case of dispute, the Commercial Court of Paris (Tribunal de Commerce de Paris) shall have sole jurisdiction, even in the event of third-party appeals or multiple defendants.

Article 16 - Personal Information

We reserve the right to collect data on our customers necessary for managing your order and our commercial relations.

In accordance with the Data Protection Act of January 6, 1978, this automated processing was declared to the CNIL under number 1336148 on December 15, 2008.

You have a right of access and rectification to personal data concerning you. Simply write to us online or by mail, indicating your name, first name, and email address.

If you have any questions, please do not hesitate to contact us. The entire SEMIC DISTRIBUTION team is at your full disposal for further information.