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Independent Bookstore

Independent Bookstore

Conditions Of Sale

Preamble

Shakespeare and Company (‘Shakespeare and Company’) is the publisher of the website www.shakespeareandcompany.com (the ‘Website’). Shakespeare and Company offers users of the aforementioned Website the opportunity to purchase books in printed format, either individually, in packs or via a subscription, as well as various products and services.

The Website is available to users 24 hours a day, 7 days a week, for the whole year, except when under maintenance.

These General Terms and Conditions of Sale (the ‘Terms and Conditions’) govern all online sales of the Seller’s products and services on the Website.

1 • The Seller

1.1. In these Terms and Conditions, the term ‘Seller’ means:
Shakespeare and Company
A French SAS (simplified form of limited company) with a share capital of €26,000
registered in the Paris Trade and Companies Register under number 305 588 410
whose EU VAT number is FR 0630 5588 410,
whose registered office is located at 37 Rue de la Bûcherie, 75005 Paris
represented by its Chairman, Ms Sylvia Whitman.
E-mail: orders@shakespeareandcompany.com
Tel.: +33 (0)1 43 25 40 93

1.2. The Seller is the publisher of the ‘Shakespeare and Company’ website.
The Head of publication of the Website is Ms Sylvia Whitman.
The Seller has filed declaration number 1790221v0 with the CNIL (French Data Protection Commission) in relation to the Website.

The Website is hosted by:
Spill (Spill.net)
registered in the Paris Trade and Companies Register under number 433 879 103
whose registered office is located at 129 Rue de Turenne, 75003 Paris

1.3. Below are the contact details of the after-sales department:
Tel: +33 (0)1 43 26 33 22
37 Rue de la Bûcherie, 75005 Paris
E-mail: orders@shakespeareandcompany.com

2 • General provisions concerning the Terms and Conditions

2.1. Subject matter of the Terms and Conditions
As stipulated in the introduction, these Terms and Conditions apply to all online sales of the Seller’s products on the Website, whether the Seller’s products and services are purchased individually, in packs or via a subscription.

2.2. Scope of application of the Terms and Conditions
These Terms and Conditions govern all contracts relating to the online sale of the Seller’s products and services to any buyer (the ‘Customer’ or ‘Customers’). Together with the purchase order, they form the contractual documents that are binding on the parties, to the exclusion of all other documents, brochures, catalogues or photographs of the products, which are provided for information only.

These Terms and Conditions as well as all the contractual information mentioned here are available on the Website in French and English.

2.3. Availability and enforceability of the Terms and Conditions
Customers can read these Terms and Conditions on the Seller’s website and obtain a copy of them by contacting Shakespeare and Company by telephone, e-mail or post.

Customers can also print here the Terms and Conditions.

Customers must abide by these Terms and Conditions and confirm, by ticking the designated box, that they have read and accepted them before placing an order.

By confirming an order, the Customer agrees to abide by the Terms and Conditions applicable on the order date, which the Seller shall retain and reproduce in accordance with Article 1369-4 of the Code civil (French Civil Code).

2.4. Amending the Terms and Conditions
The Seller reserves the right to amend these Terms and Conditions at any time.

If the Terms and Conditions are amended, orders will be governed by the version applicable on the order date, a dated copy of which may be provided to Customers on request.

2.5. Clauses of the Terms and Conditions
The invalidity of any contractual clause will not affect the validity of these Terms and Conditions.

Furthermore, if the Seller temporarily or definitively chooses not to apply one or more clauses of these Terms and Conditions, it will not be deemed to have waived the other clauses herein, which will remain in full effect.

3 • Fundamental characteristics of the products and services offered

On its Website, the Seller presents the products and services sold by it and provides a detailed description of each one, so that Customers are aware of their fundamental characteristics before placing an order.

4 • Prices

4.1. Sale prices
In accordance with Article L.113-3 of the Code de la consommation (French Consumer Code), a sale price in euros is given for each product included in the e-catalogue. Sale prices include VAT but do not include postage or shipping charges, which will be displayed before the order is confirmed and added to the cost of the order.

Book prices are determined strictly in accordance with French Act No 81-766 of 10 August 1981, known as the ‘Loi Lang’.

The total amount payable by the Customer is given on the order confirmation page.

Customs duties, other local taxes or import duties or taxes are likely to apply for all products shipped outside the European Union and the DOM-TOM (French overseas departments and territories). The Seller has no control over these duties and taxes. Customers are required to pay them and to assume full responsibility therefore, by declaring and paying them to the appropriate authorities and/or bodies in their country. The Seller invites Customers to contact their local authorities for further information on this matter.

Product sale prices are those applicable on the order date.

In the event of a price promotion, the Seller agrees to apply the promotional price to any order placed during the promotion.

4.2. Additional charges
No additional charges will be applied without the Customer’s express agreement.

4.3. Modification of purchase prices
The Seller reserves the right to change its prices at any time, but guarantees that the Customer will be charged the price applicable on the order date.

4.4. Retention of title and transfer of risks
All products remain the property of the Seller until they have been paid for in full.

This provision shall not preclude the fact that the Customer will bear the risks associated with items being lost or damaged and causing damage, as from delivery.

5 • Invoicing

An invoice is prepared for each order, in accordance with Clause 7 of these Terms and Conditions.

6 • Offers

6.1. Geographical scope
The online sales offers appearing on the Website are intended for Customers in France and all other countries.

6.2. Validity of offers
Unless stipulated to the contrary, the online sales offers appearing on the Website are valid for as long as the relevant products appear in the e-catalogue, subject to availability.

6.3. Acceptance
Customers must confirm their acceptance of an offer by double clicking the designated button to confirm their order.

7 • Orders

7.1. Contract phases
To place an order, Customers should add items to their online basket by indicating how many of each item they wish to purchase, clicking on ‘Commande avec obligation de paiement’ or ‘Order and pay’, and providing information about the delivery and payment method.

Before clicking on ‘Confirmer la commande’ or ‘Confirm order’, Customers are given the possibility to check the details of their order and the total price, and to go back to the previous pages to correct any mistakes or change their order.

By confirming their order, Customers are deemed to have accepted these Terms and Conditions. The order confirmation is then contractually binding.

7.2. Changing an order
Once Customers have confirmed their orders, changes may only be made with the Seller’s agreement.

The Seller reserves the right to make changes to an ordered product due to technological developments, in accordance with Article R.132-2-1, V of the French Consumer Code.

7.3. Unavailability of products and services ordered
If a product or service ordered by a Customer is not available for delivery, the Seller will inform the Customer immediately and proceed to a full refund to be issued within 30 days of payment of the order amount.

7.4. Order validation
The Seller reserves the right to refuse an order for a legitimate reason, particularly if a private Customer orders an unusually high number of items.

Once the Customer has confirmed their order, the Seller will send the Customer an e-mail as soon as possible, acknowledging receipt of the order.

8 • Contract

8.1. Conclusion
A sales contract is formed once an order is confirmed by the Customer.

8.2. Archiving and proof
Correspondence, purchase orders and invoices are archived on a reliable and durable medium so as to constitute accurate and durable copies, as required under Article 1348 of the French Civil Code.

Correspondence, purchase orders and invoices may be produced as proof of the contract formed.

8.3. Transmission of PDF files to the Customer
In the order confirmation e-mail referred to in Clause 7.4 of these Terms and Conditions, the Seller will send the Customer a copy of these Terms and Conditions in PDF format, to the address provided by the Customer in the order.

9 • Right of withdrawal

9.1 Exercising the right of withdrawal

9.1.1 The Customer has a period of thirty (30) clear days from receipt of an order in which to return the items to the following address, without being required to provide a reason or pay a penalty:
Shakespeare and Company
37 Rue de la Bûcherie, 75005 Paris

9.1.2 If this time limit of thirty (30) days expires on a Saturday, Sunday, public holiday or non-working day, it will be extended until the next working day.

The Customer must notify the Seller of their wish to withdraw using the form in Appendix 1 to these Terms and Conditions, which will be sent to the Customer in accordance with Clause 8.3 hereof.

9.1.3 If the Customer exercises their right of withdrawal within the above time limit, the price of the item or items purchased as well as the corresponding postage costs will be refunded within fourteen days of receipt of the returned product.

Unwanted items must be returned at the Customer’s expense.

Items must be returned in their original condition with all their packaging, accessories, etc., so that they can be resold as new, together with a copy of the relevant invoice so that they can be processed within 14 days of the date on which Shakespeare and Company received the returned items.

Any item that has been customised by Shakespeare and Company will not be refunded.

10 • Payment

10.1. Payment terms
Orders must be paid for in full once they have been confirmed.

10.2. Payment methods
Payments must be made via Shakespeare and Company’s external service provider, Prestashop, by one of the following methods:
- Bank card; or
- PayPal.

For orders paid for by direct debit and if a payment is rejected, the Seller reserves the right to request payment of the outstanding amount by any other payment method. If payment is not successfully made within 15 days of rejection of the direct debit, the Seller may cancel the order or subscription as of right, without prejudice to its right to request payment of the outstanding amount owed to it for the previous period.

10.3. Payment protection
Shakespeare and Company’s external service provider, Prestashop, uses a secure online payment system to encrypt the transmission of the parties’ bank details.

Prestashop also uses the 3-D Secure payment protocol.

Payments made on the www.shakespeareandcompany.com website are transmitted securely by BNP Paribas.

You are currently browsing a 3D Secure retail website. If your card is protected by 3D Secure, your bank’s authentication page will be displayed when you make your payment, to allow you to enter your secret code and make your payment securely.

10.4. Late payment
Any sum that is not paid on the due date will incur interest at the legal rate, without notice.

10.5. Payment defaults
If a sum is not paid on the due date, the Seller reserves the right to request payment of the relevant amount, to suspend the delivery or to cancel the contract by operation of law, and to retain the down payment made when the order was placed, as compensation.

11 • Product deliveries

11.1. Delivery times
Items will be dispatched to the address given by the Customer during the order process only once the full amount due has been paid, in accordance with Clause 10 above.

A delivery time will be given when the Customer places their order.

As the Seller dispatches items to countries around the world, delivery times vary according to the destination. In mainland France, items will be delivered within 30 working days of confirmation of the order.

11.2. Delivery delays
In accordance with French law, if Shakespeare and Company fails to fulfil its obligation to deliver an item or provide a service on the date or upon the expiry of the time limit mentioned above, the Customer may terminate the contract by letter sent recorded delivery (signed for) or in writing on a durable medium if Shakespeare and Company is given a reasonable amount of extra time but fails to fulfil its obligation to make the delivery or provide the service within such time limit.

If the contract is terminated as stipulated above, Shakespeare and Company must refund the Customer for the full amount paid, within fourteen days of the termination date of the contract.

11.3. Conformity
If a product or service delivered is not the product or service ordered, the Customer must contact the Seller by e-mail at orders@shakespeareandcompany.com to ask for the product or service to be replaced or otherwise to cancel the sale.

11.4. Unavailability
If a product or service is not available for delivery, the Seller may propose a product or service that is equivalent in terms of quality and price, in accordance with Clause 7.3 of these Terms and Conditions.

11.5. Failure to deliver a product or provide a service
The sales contract will be automatically terminated if a product is not delivered or a service is not provided.

12 • Warranties

12.1. Legal warranties
All of the products and services provided by the Seller are covered by the legal warranty of conformity, provided for in Articles L.211-4 to L.211-13 of the French Consumer Code and the warranty against defects, in accordance with the terms and conditions provided for in Articles 1641 to 1648 and 2232 of the French Civil Code.

Articles L.211-4, L.211-5 and L.211-12 of the French Consumer Code as well as Article 1641 and the first paragraph of Article 1648 of the French Civil Code are set out in full in Appendix 3 to these Terms and Conditions.

This clause does not prevent the Customer from benefitting from the right of withdrawal in accordance with the terms and conditions provided for in Clause 9 of these Terms and Conditions.

With respect to these warranties, the Seller agrees either to refund the Customer or to exchange the products or services that are faulty or that do not correspond to those ordered.

Independently of the sales warranty provided for in the following paragraph, the Seller remains liable for any non-conforming products and services and for any hidden defects, in accordance with Article L.211-15 of the French Consumer Code.

12.2. Sales warranty
12.2.1. The Seller agrees to issue a refund or exchange for any faulty, spoiled or damaged items that do not correspond to those ordered, provided that the Customer has given details of the issue in an e-mail sent to orders@shakespeareandcompany.com and returned the item(s) to Shakespeare and Company.

The Seller will issue an exchange or refund for the item(s), at the Customer’s choice.

The provisions of this clause do not prevent the Customer from benefitting from the legal warranties referred to in Clause 12.1 above and the right of withdrawal referred to in Clause 9.1 above.

12.3. Sales warranty exclusions
The Seller’s sales warranty does not cover defects or damage caused by ordinary use or an external accident (incorrect maintenance, inappropriate use, etc.) or changes not anticipated by the Seller.

12.4. After-sales service
Warranty claims must be sent by e-mail to our after-sales department, whose contact details are:
Shakespeare and Company
Tel: +33 (0)1 43 25 40 93
37 Rue de la Bûcherie, 75005 Paris
E-mail: orders@shakespeareandcompany.com

Items under warranty must be returned as new, in full, in their original condition and in their original packaging once a complaint has been received and confirmed by our after-sales department.

13 • Liability

13.1. Liability exemption
Customers are solely responsible for choosing the products and services they wish to purchase and for storing and using the products and services.

The Seller will not be liable for the non-performance or improper performance of the contract for a reason attributable to the Customer, the insurmountable and unforeseeable action of a third party, or force majeure.

The Seller will not be liable should any product or service not comply with the legislation in force in the country of residence of the Customer, who must ensure that the product or service is not prohibited in their country of residence.

Photographs and illustrations of products and services on the Website are not contractually binding and the Seller cannot therefore be held liable in this regard.

The Seller will never be liable should any undesirable data be imported to and installed on its Website unbeknownst to it or if the data provided by the Customer to manage an order is incorrect or has been used unlawfully by a third party.

The Seller will never be liable for any technical problem not caused by it, such as communication problems due to the Customer’s Internet service provider (slow or interrupted connection), Internet constraints and restrictions, particularly in relation to the transmission of data and information via networks, and data breaches. The service may be temporarily interrupted for technical reasons, particularly for maintenance purposes or due to a network breakdown.

The Seller will never be liable should the Customer suffer any indirect damage or loss owing to the use of the Seller’s products and services, including (without limitation) loss of data, loss of computer time, loss of use of any hardware or software, operating losses, loss of profit or loss of earnings.

13.2. Security issues
If any loss occurs as a result of a security issue, the Customer must take action against the manufacturer, who can be identified by the information on the product packaging.

14 • Termination clause

Any order that is terminated in the cases provided for in these Terms and Conditions must be terminated by letter sent recorded delivery (signed

15 • Intellectual property

15.1. ‘Shakespeare and Company’ is a trade mark registered with the INPI (French Industrial Property Office) and is therefore protected.

The content of the Website is the property of the Seller and its partners. Accordingly, all copyright and intellectual property rights are strictly reserved for their holders, for the whole world.

As a result, civil and criminal action may be taken should these trade marks, logos, distinguishing marks and/or content be reproduced, imitated or publicly displayed in full or in part without permission.

15.2. The copyright and intellectual property rights to all books are strictly reserved for their holders, for the whole world. Accordingly, and in accordance with the provisions of the Code de la propriété intellectuelle (French Intellectual Property Code), the books may only be used privately, subject to any different or more restrictive provisions of the Intellectual Property Code.

Any reproduction, imitation or public display of the whole or any part of these books for any purpose other than their intended purpose is strictly prohibited and will be deemed an infringement of copyright against which civil and criminal action may be taken. Any resale, exchange or lending of the books or the transfer thereof to a third party is strictly prohibited.

16 • Personal data

In accordance with the French Data Protection Act No 78-17 of 6 January 1978 known as the ‘Loi informatique et libertés’, information and data concerning the Customer are required to manage orders and for the purpose of the Customer’s commercial relationship with the Seller. They may be passed on to companies that contribute to this relationship, such as those that provide services and fulfil orders, for management, delivery/fulfilment, processing and payment purposes. This information and data are also retained for security purposes in accordance with applicable legal and regulatory requirements.

Declaration number 1790221v0 has been filed with the CNIL in respect of the processing of information provided through the Seller’s website.

In accordance with applicable French and European regulations, the Customer has a permanent right to access, modify and correct their personal details and to object to such details being used.

In order to do, the Customer should write to:
Shakespeare and Company
37 Rue de la Bûcherie
75005 Paris

In accordance with applicable regulations, any such request must be signed and sent together with a photocopy of the Customer’s form of identification bearing the Customer’s signature, and contain an indication of the address to which the reply should be sent, such reply to be sent within two months of receipt of the request.

17 • Governing law and language

This contract and the General Terms and Conditions of Sale governing the contract are governed by French law.

The original contract is drafted in French. Should it be translated into one or more other languages, only the French text will prevail in the event of a dispute.

18 • Mediation

In the event of a dispute, before referring the matter to a court, the Customer may refer the matter to mediation by a person chosen by joint agreement with the Seller, in order to resolve the matter amicably.

19 • Jurisdiction

If a dispute arises with a Customer other than a merchant in relation to the purchase order and these General Terms and Conditions of Sale, the matter could be referred to the court with jurisdiction over the defendant’s address, over the address to which the item is delivered or over the place where the service is provided.

If a dispute arises with a Customer who is a merchant in relation to the purchase order and these General Terms and Conditions of Sale, the matter must be referred to the courts of Paris.

20 • Pre-contractual information

The Customer acknowledges that, prior to entering into the contract, they were provided in a clear and comprehensible manner with these General Terms and Conditions of Sale and with all the information referred to in Articles L.111-1 and 111-2 of the French Consumer Code, particularly the following:

- the main characteristics of the products and services offered, in a manner appropriate to the communication medium used and the products concerned;

- the identity of the professional (company name, address of the establishment and telephone number);

- the total price of the products and services including VAT or, where applicable, all additional charges or, if such charges cannot reasonably be calculated in advance, information to the effect that such charges may apply;

- where appropriate, information on payment and delivery terms, the date on which the Seller agrees to deliver the product or service and the procedure for processing complaints;

- a reminder of the legal product conformity warranty, the existence of an after-sales service and sales warranties (if applicable) as well as the related terms and conditions; and

- the term of the contract if applicable or, in the case of a contract with an open-ended term or that is renewed automatically, the terms and conditions according to which the contract may be terminated.

Appendix 1 • Withdrawal form

This Form is an appendix to our General Terms and Conditions of Sale and may be sent to us directly from this page. You may also withdraw by writing your own letter and sending it:
- by post to Shakespeare and Company, 37 Rue de la Bûcherie, 75005 Paris;
- by e-mail to: orders@shakespeareandcompany.com

Right of withdrawal
You have a right to withdraw from this contract within thirty days, without being required to give a reason.

The cooling-off period will expire thirty days after the date of a contract for services.

The cooling-off period for products will expire thirty days after the date on which you or a third party appointed by you, other than the carrier, take physical possession of the product.

In order to exercise your right of withdrawal, you must clearly notify us of your decision to withdraw from this contract (for example by post, fax or e-mail). You may (but are not obliged) to use the standard withdrawal form. Our contact details are given above.

To ensure that your right of withdrawal is exercised within the specified time, notice of your decision to exercise your right of withdrawal should be sent within the cooling-off period.

Effects of a withdrawal
If you withdraw from this contract, we will refund all the sums we have received from you, including delivery charges (excluding any additional charges incurred as a result of you having chosen a delivery method other than the cheapest standard delivery service offered by us) without any excessive delay and in any case within thirty days of the date on which we are informed of your decision to withdraw from this contract. We will refund you by the payment method you used to settle the original transaction, unless you specifically agree to receive a refund by another means. In any case, you will not incur any charges in connection with the refund.

As stipulated above, you may also complete and submit the standard withdrawal form or any other explicit declaration on our website www.shakespeareandcompany.com. If you choose this option, we will promptly send you an acknowledgement of receipt of the withdrawal by e-mail.

Items should be returned or delivered to Shakespeare and Company, 37 Rue de la Bûcherie, 75005 Paris, without any excessive delay and in any case within thirty days of the date of your decision to withdraw from this contract. We will deem this time limit to have been met if you return the item within thirty days.

You must pay the cost of returning items to us.

You will be liable for the impairment of an item only if the item has been handled in a manner other than that required to establish the nature, characteristics and good working order of the item.

If you have ordered a service to commence during the cooling-off period, you will be required to pay us an amount proportional to the service provided up to the moment you inform us of your decision to withdraw from this contract, as compared to the entire service concerned by the contract.

Withdrawal Form

Appendix 2 • Legal warranties

Article L.211-4 of the French Consumer Code
The seller is required to deliver a product that conforms to the contract and shall be liable for any defects existing on delivery.
It shall also be liable for any defects caused as a result of the packaging, assembly instructions or installation instructions if the seller is contractually required to package, assemble or install the product or if the product is packaged, assembled or installed under its responsibility.

NB: Article 5 of Order No 2005-136 of 17 February 2005 stipulates as follows: The provisions of this order apply to contracts entered into after the Order came into force.

Article L.211-5 of the French Consumer Code
In order to comply with the contract, the product must:

1°) Be fit for use in the manner usually expected of a similar product and, where applicable:
- correspond to the description given by the seller and have the qualities described by the seller to the buyer in the form of a sample or model;
- have the qualities which a buyer can legitimately expect in view of the public statements made by the seller, the producer or its representative, particularly in an advert or on the label;

2°) Or have the characteristics jointly defined by the parties or be fit for any specific use sought by the buyer, which is brought to the seller’s attention and accepted by the latter.

NB: Article 5 of Order No 2005-136 of 17 February 2005 stipulates as follows: The provisions of this order apply to contracts entered into after the Order came into force.

Article L.211-12 of the French Consumer Code
Legal action concerning a product defect must be taken within two years of delivery of the product, failing which it will be out of time.

NB: Article 5 of Order No 2005-136 of 17 February 2005 stipulates as follows: The provisions of this order apply to contracts entered into after the Order came into force.

Article 1641 of the French Civil Code
The seller is required to provide a warranty against any hidden defects affecting the item sold which render the item unfit for the purpose for which it is intended, which impair such use to such an extent that the buyer would not have purchased the item or would have paid less for the item had they been aware of the defects.

Article 1648, paragraph 1 of the French Civil Code
Action resulting from hidden defects must be taken by the buyer within two years of discovery of the defect.

Article 2232 of the French Civil Code
Delaying the start date or suspending or interrupting the period of limitation shall not have the effect of extending the period of limitation to more than twenty years from the date the right first applied.

The first paragraph shall not apply in the cases mentioned in Articles 2226, 2227, 2233 and 2236, in the first paragraph of Article 2241 and in Article 2244. Furthermore, it shall not apply to actions relating to the condition of individuals.