PURCHASE OF GOODS AGREEMENT
Article 1 Purchase of Goods
BANDAI S.A.S. (hereinafter referred to as the "Company" or "We") has established this Purchase of Goods Agreement (hereinafter referred to as this "Agreement") for purposes of purchase of goods or services (hereinafter referred to as the "Goods"), through PREMIUM BANDAI website located at https://p-bandai.com/eu/ (the "Website" or "PREMIUM BANDAI"), by a Member of "PREMIUM BANDAI" as defined within the Membership Agreement which is available here (hereinafter referred to as "You" or a "Member").
Please carefully read the terms and conditions of this Agreement before purchasing any Good(s).
Any Member of "PREMIUM BANDAI" who purchases Goods from the Company through PREMIUM BANDAI declares to have read and agreed to this Purchase of Goods Agreement before placing the order.
The Member expressly accepts and agrees to the Agreement by ticking the checkbox provided.
Information about the Company
BANDAI S.A.S., 15 rue Félix Mangini, 69009 LYON, France, simplified joint stock company with capital of 15,318,300.00 euros, registered in the Lyon Trade and Companies Register under number 828 019 489
Phone number: +33 4 37 64 30 00
Email address: email@example.com
VAT ID: FR29828019489
Registration as a Member to PREMIUM BANDAI is subject to the prior acceptance of the terms and conditions laid down within the Membership Agreement abovementioned and established by BANDAI SPIRITS CO., LTD.
If the Member desires to purchase Goods, the Member will order such Goods in accordance with the method provided on PREMIUM BANDAI here.
The essential characteristics of the Goods, including all substantial information required by applicable regulations, as well as their prices are displayed on the order pages of PREMIUM BANDAI.
In the event that the provisions of this Agreement are not consistent with the descriptions in the order pages, the descriptions in the order pages will prevail except for cases expressly provided for in this Agreement.
- The Member must be at least 18 years old to purchase the Goods from PREMIUM BANDAI.
After the Member places an order, the Company will send the Member an automatic email notifying the confirmation by the Company of the order placed by the Member.
In certain exceptional cases and, where there are legitimate and objective grounds, additional verifications that may have to be made shortly after the acceptance of the order may lead the Company to cancel partially or totally the Member's order based on those legitimate and objective grounds.
In this regard, in case of total cancellation of the order, the Company will notify the Member individually without undue delay, using the e-mail address the Member has provided to us, that the order will exceptionally not be fulfilled as well as the objective reasons for such cancellation of the order. Depending on whether the Member has already been debited or not, either the payment method provided for by the Member will not be debited for this order and no amount will be debited, or the amount of the order will be totally refunded to the Member with the same payment method as that initially used (without any cost for the Member).
In case of partial cancellation of the Member's order, the Company will notify the Member under the same conditions as described above and the Member will be asked to specify (i) whether he still wishes to maintain the part of the order not cancelled by the Company (in this case, the Member will only be debited for the part of the order not cancelled and without any cost for the Member concerning the cancelled part of the order) or (ii) whether he wishes to cancel the total order without any cost for the Member; in this latter case, depending on whether the Member has already been debited or not, the amount of the order will be totally refunded to the Member (without any cost for the Member), or the Member will not be debited at all for the total order.
In certain cases, as approved by the Company, the Member can conclude this Agreement with the Company through email communication and My Page.
- We may require additional verifications or other information prior to the acceptance and/or shipment of any order. We may contact the Member to confirm the order before the Goods delivery if we deemed the order amount to be too high.
- Purchases of Goods are for personal use only, commercial re-sale being strictly prohibited.
- There may be the cases where the marks necessary for protecting copyright and indicating fulfillment of necessary safety standards are engraved on or attached to the Goods.
- The Company will make best efforts to post accurate and complete information regarding descriptions, including prices and notations of the Goods provided on PREMIUM BANDAI.
As the Company is not in a position to guarantee there are no errors, in the event of causes not attributable to the Company resulting to the fact that an incorrect price or incorrect non-substantial information is posted and an order based thereon has been received, the Company will have the right, notwithstanding anything to the contrary in this Agreement or on the order pages, to cancel this Agreement either before or after the purchase transaction is concluded pursuant to this Article.
In any case, the Company will notify without undue delay the Member of the error and the accurate price or information, and the Member will be asked to specify whether (i) he still wishes to purchase the Goods at the accurate price or information, subject to availability, or whether (ii) he wishes to cancel the Agreement without any costs for the Member. If the Company cannot contact the Member or has not received a reply from the Member within thirty (30) days after such notification, it will be deemed that the Member has abandoned the Goods. In this regard, the Agreement will be cancelled without any cost for the Member.
- We may make changes to information about price, availability or other good attributes with reasonable prior notice, and in any case without effect for the ongoing orders or orders placed prior to the change.
- In the event that there is any violation of the PREMIUM BANDAI Membership Agreement by the Member, the Company may in respect of the severity of the violation cancel or suspend this Agreement, cancel or suspend the Member's account, refuse to complete a purchase of Goods.
Similarly, in case of violation by the Company, the Member may cancel or suspend this Agreement and/or the Member's account in respect of the severity of the violation.
In any case, in the event the membership and the Membership Agreement are terminated (either by the Member or by the Company), the Member will no longer be entitled to notably purchase Goods on PREMIUM BANDAI, being specified that any order for Good(s) placed by the Member prior to the termination of his membership will remain governed by the Purchase of Goods Agreement.
- In any case, if exceptionally, we were to cancel an order or part of an order that we've already charged the Member for, we'll refund the Member the full amount of the canceled portion of the order without any cost for the Member. Please also review our Terms of Sale which are available here.
- By placing an order, the Member agrees that the Goods ordered are legal to possess and use where the Member intends to possess and use them and will be possessed or used only in a lawful manner, in accordance with all applicable laws, rules and regulations. The Member represents and warrants that all purchases on the Website have been duly authorized.
Article 2 Delivery of Goods
The Goods will be delivered by the shipping company designated by the Company.
The shipping charge will be borne by the Member in accordance with the description on the order pages for the Goods.
The shipping charge will be communicated to the Member at the time of order placement and before validation of the order.
- The Company will provide the Member's shipping address to the shipping company as of the start of delivery preparation in accordance with the entrustment of the information by the Member. The Company engages the services of third-party providers to deliver the Goods. The Member agrees to the use of the registered address or the shipping address selected by the Member at the time the order is placed, and all other personal information which would be required for the delivery of the Goods.
- Depending on the kind of Goods, the expected delivery date (as notified to the Member in advance) may be changed and/or the delivery may be delayed due to various circumstances (e.g., an item being out of stock or the Company being unable to respond to the order due to causes not attributable to the Company). The Company will not be held liable for delay or cancellation of delivery due to causes not attributable to the Company that result notably from ‘force majeure' event within the meaning of Article 1218 of the French Civil Code.
- If the Goods delivered by the Company are not received by the Member due to unjustified refusal of receipt, long-term absence during the notified delivery date, or other reasons attributable to the Member, the Member may be required to pay the resulting expenses incurred by the Company (e.g., re-delivery expenses), as it will have been notified to the Member beforehand.
- If the shipping company designated by the Company returns the Goods to the Company for the reasons mentioned in paragraph 4 of this Article, the Company will notify the Member thereof as soon as practicably possible. If despite unsuccessful attempt of the Company to reach the Member, the Company cannot contact the Member due to reasons that are attributable to the Member and has not received a reply from the Member within thirty (30) days after such notification, it will be deemed that the Member has abandoned the Goods to be delivered. In this regard, the Member will be reimbursed of the order's purchase.
- The shipping address for Goods purchased under PREMIUM BANDAI is limited to the registered address or shipping address selected by the Member.
- If the registered address or shipping address selected by the Member falls under particular categories specified by the Company before the placement of the order (e.g., PO Box), the Goods cannot be delivered thereto.
- The Company will inform the Member, at the latest at the beginning of the order process, of any delivery areas or categories which are not materially suitable for deliveries by the Company.
The Member may not purchase Goods that cannot be materially delivered to the registered address or shipping address selected by the Member, such as specified above.
The Company shall not be responsible in this respect, the Member being informed beforehand of any delivery areas or categories that are not materially suitable for deliveries.
Article 3 Payment Method
- The Goods delivered under PREMIUM BANDAI may be subject to possible import tax, customs duties and other fees or taxes imposed by the recipient's country of residence. The Member is responsible for paying these fees and taxes imposed thereon to the competent authority when the Goods have reached the recipient's country of residence.
- The payment for the Goods purchased using PREMIUM BANDAI will be made by credit card in the name of the Member (using only the credit cards accepted by the Company as specified on PREMIUM BANDAI at the latest at the beginning of the order process) or other payment methods separately approved by the Company before the placement of the order.
- In the case of payment by credit card, the Member will comply with the terms and conditions separately contracted with the credit card company. In addition, if a dispute arises between the Member and the credit card company, it will be resolved by such parties; the Company will not be held responsible therefor in any way and the Company will not have to bear the consequences. The Member represents that he is authorized to use any credit card submitted by the Member to the Company for payment, and that he will not submit any credit card to the Company known or reasonably believed by the Member to be fraudulent or not authorized for the incurrence of fees by the Member.
We will not be liable under no circumstances for any unauthorized use of your payment cards to make purchases on the Website.
- If the Member's payment card is used by a third party without authority to make purchases on PREMIUM BANDAI, the Company will not have to suffer the consequences (notably with regard the payment of the Good).
Article 4 Right of Withdrawal, Legal Guarantees, Return of Goods, etc.
Right of withdrawal
The Members have the right to withdraw from this Agreement within 14 days without giving any reason.
The withdrawal period starts from the day on which the Member or a third party named by the Member but other than the carrier has taken possession of the goods.
To exercise the right of withdrawal, the Member must inform us (contact details of the Company: its address is 15 rue Félix Mangini, 69009 LYON, FRANCE; its phone number is +33 4 37 64 30 00; its email address is "firstname.lastname@example.org or please click here), of the decision to withdraw from this Agreement by an unequivocal statement (notably by e-mail). The Member may use (and send notably by e-mail) the standard withdrawal form attached to this Agreement, but it is not mandatory. The Member may also fill and submit the attached model withdrawal form or other unambiguous statement on our Website available here. If the Member uses this option, we will promptly send the Member an acknowledgement of receipt of the withdrawal in a durable medium (e.g., by email).
To meet the withdrawal deadline, it is sufficient for the Member to send the communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.
Effects of withdrawal
If the Member withdraw from this Agreement, we shall reimburse to the Member all payments received from the Member, including the costs of delivery (with the exception of the supplementary costs resulting from the Member's choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than fourteen (14) days from the day on which we are informed about the Member's decision to withdraw from this Agreement. We will carry out the reimbursement using the same means of payment as the Member used for the initial transaction, unless the Member have expressly agreed otherwise; in any event, the Member will not incur any fees as a result of the refund. We may withhold reimbursement until we have received the Goods back from the Member or until the Member have supplied evidence of having sent back the Goods, whichever is the earliest.
The Member shall send back the Goods or hand them over to us without undue delay and in any event not later than fourteen (14) days from the day on which the Member communicate the withdrawal from this Agreement to us. The deadline is met if the Member send back the goods before the period of fourteen (14) days has expired.
The Member will have to bear the direct cost of returning the Goods. The Member are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics and functioning of the Goods.
- Apart from Member's right to withdrawal, and without prejudice to the applicable legal guarantees, cancellation of this Agreement after the conclusion thereof and return or exchange of the Goods are only accepted for reasons attributable to the Company such as defect of Goods, delivery of nonconforming Goods, and difference in quantity ordered.
- If the Member has any questions or requests for the Company in connection with such a cancellation or any other request related to this Agreement, the Member may contact the Company in accordance with the methods separately prescribed by the Company. For more details, click here. The Member may also contact us by email at the following address: email@example.com.
- If any defect is found in the Goods, the Member will notify the Company of such defect including the details of the defect and photographs thereof. This provision does not restrict rights to which the Member is entitled under mandatory laws applicable to the Member.
The Company shall not be held liable in case of misuse, negligence or lack of maintenance attributable to the Member, or in case of normal wear of the Goods, accident or force majeure.
In any case where the legal guarantee of conformity is concerned, the Member benefits from a two (2) year period from the delivery of the good to obtain the implementation of the legal guarantee of conformity in the event of the occurrence of a defect of conformity. During this period, the Member is merely required to establish the existence of such defect of conformity and not the date of its appearance.
When the contract for the sale of the goods provides for the supply of digital content or a digital service on a continuous basis for a period of more than two (2) years, the legal guarantee shall apply to that digital content or digital service throughout the period of supply provided. During this period, the Member is merely required to establish the existence of such defect of conformity affecting the digital content or service concerned and shall, in no case, establish the date of its appearance.
Where applicable, the legal guarantee of conformity entails the obligation for the professional to provide for all the necessary updates to maintain the compliance of the good.
The legal guarantee of conformity grants to the Member the right to obtain the repair or replacement of the good within thirty (30) days of his request, free of charge and without causing any significant inconvenience to him.
If the good is repaired pursuant to the legal guarantee of conformity, the Member benefits from a six (6) month extension of the original guarantee.
If the Member asks for the good to be repaired but the seller imposes its replacement, the legal guarantee of conformity shall be renewed for a period of two (2) years as from the date of the replacement of the good.
The Member may obtain a reduction in the purchase price by retaining the good or terminate the contract by obtaining a full refund in exchange for the return of the good, if:
- The professional refuses to repair or replace the good;
- The repair or replacement of the goods occurs after a period of thirty (30) days;
- The repair or replacement of the good leads to a significant inconvenience incurred by the Member, in particular in the case where the Member definitely bears the costs arising from the return or removal of the non-compliant good, or if he bears the cost of installing the repaired or replaced good;
- The non-compliance of the good persists despite the seller's unsuccessful attempt to bring the good into conformity.
The Member is not entitled to rescind the sale if the defect of conformity is of a minor importance.
Any period of immobilization of the good for repair or replacement suspends the guarantee that was still running until the delivery of the repaired or replaced good.
The abovementioned rights result from the application of Articles L. 217-1 to L. 217-32 of the French Consumer Code.
In the case where the seller would hinder in bad faith the implementation of the legal guarantee of conformity, he may be fined up to 300,000 euros, being noted that such fine may amount to up 10% of the seller's average annual turnover (article L. 241-5 of the French Consumer Code).
The Member also benefits from the legal guarantee against hidden defects under articles 1641 to 1649 of the French Civil Code within two (2) years from the discovery of the defect. Such guarantee gives right to a price reduction if the good is retained or to a full refund in return for the restitution of the good.
The Member may request the implementation of these legal guarantees to the Company (its address is 15 rue Félix Mangini, 69009 LYON, FRANCE; its phone number is +33 4 37 64 30 00; and its email address is "firstname.lastname@example.org").
- While some Goods may be enclosed in a box (including wrapping materials) specific to such Goods, the purpose of the box is solely to protect the Goods, and any damage to the box provided that it can be established that it will not damage the Goods themselves will not be regarded as a defect of the Goods themselves.
- Any replacement Goods will be shipped to the address specified by the Member at the time of order after having contacted the Member in accordance with the contact information provided by the Member at the time of order.
- The Member will comply with the rules stated herein when notably making a cancellation of this Agreement after conclusion thereof and returning and exchanging the Goods.
Article 5 Disclaimer on Goods, Limitation of Liability
- The color of Goods you see on the screen will depend in part on settings of your computer system and we cannot guarantee that the color, texture or detail of actual Goods will be strictly identical.
In addition, we do not endorse and have not verified the accuracy or reliability of any opinion or statement made on the Website by any third party, including customers.
- If the Company cannot accept an application for or complete a purchase of Goods due to Internet failure for which the Company is not liable for or any other causes not attributable to the Company, the Company will not be held responsible therefor.
More generally, neither the Company nor the Member shall be held liable in the case where the breach or delay in the performance of any of their obligations under this Agreement derives from a force majeure event within the meaning of Article 1218 of the French Civil Code.
- The Company is liable for willful conduct and gross negligence. Even if the non-performance of the Agreement is due to gross negligence or willful misconduct, the damages only include what is an immediate and direct consequence of the non-performance.
Further, the Company is liable for the negligent breach of obligations, whose fulfillment is essential to enable the ordinary implementation of the Agreement, whose breach jeopardizes the achievement of the purpose of the Agreement and on whose compliance the Member may rely on regularly. In the last-mentioned case and except for gross negligence or willful misconduct, the Company is only liable for the damages which were foreseen or could have been foreseen at the time of conclusion of the contract, within the limits permitted by the regulations applicable towards a consumer. The same applies to breaches of duty by our vicarious agents.
The abovementioned exclusions of liability do not apply in case of damage of life, body and health.
In any case, the liability pursuant to the product liability law remains unaffected and if any remains applicable.
Article 6 Data Protection
Article 7 Intellectual Property
The "BANDAI" / "BANDAI SPIRITS" brand, as well as all the figurative or non-figurative brands and more generally all the other brands, illustrations, models, images and logos appearing on the Company's Goods, their accessories or their packaging, whether registered or not, or more generally the Goods themselves, are protected by rights, in particular intellectual property rights (e.g. copyright, design rights, patents, trademarks etc.). They are and will remain the exclusive property of the Company or their partners if applicable. Any total or partial reproduction, total or partial modification, distribution or use notably of these trademarks, illustrations, designs, images and logotypes, for any reason and on any medium whatsoever, without the express, written and prior agreement of the Company, is strictly prohibited. It is the same for any combination or conjunction with any other mark, symbol, logotype and more generally any distinctive sign intended to form a composite logo. Any unauthorised use of any of the intellectual property rights is likely to lead to the Member's liability.
Article 8 Scope and Amendment of this Agreement
This Agreement will be applied for purposes of the purchase of Goods by the Member on PREMIUM BANDAI provided, however, that if there are other terms and conditions particularly agreed to in writing by the Company and the Member for any specific aspect of the sale, such terms and conditions will prevail over this Agreement, unless otherwise stated in writing.
The Company may update and change this Agreement by informing the Member thereof in advance with a reasonable notice period. The amendment of this Agreement will then take effect when the revised Agreement is posted on PREMIUM BANDAI, without any effect for the ongoing orders or the orders placed prior to the change.
It is specified that the Agreement may be kept by anyone visiting PREMIUM BANDAI, by downloading a PDF version of the Agreement by clicking here or by printing it out.
Regarding the purchase of Goods after the change of this Agreement, the revised Agreement will apply.
In any case, the conditions applicable to the sale of the Goods are those in force on PREMIUM BANDAI on the date the order is placed.
Article 9 Severability, Interpretation
If any provision of this Agreement or any part thereof is deemed invalid or unenforceable by a court of competent jurisdiction applying applicable laws and regulations, the remaining provisions of this Agreement and the remaining portion considered as valid of the provision found to be invalid or unenforceable will continue to be fully effective, subject to the hypothesis of the nullity of an essential clause of the Agreement or the interdependence of the contractual stipulations likely to lead to the cancellation of all or part of the Agreement. Notwithstanding the above, the invalid provision is to be taken as being replaced and interpreted so as to best accomplish the objective of such enforceable or invalid provision within the limits of applicable law or applicable court decisions. The same applies if there is a gap in the provisions of this Agreement.
Article 10 Governing Law, Language
- This Agreement will be interpreted in accordance with French law without regard to the conflicts of laws provisions thereof. In the event the Member acts as a consumer, this shall only apply to the extent that this does not deprive the Member from its protection by mandatory statutory provisions of the country in which the Member has its habitual place of abode, and under French law the provisions of the French Consumer Code notably.
- The contract language is French. In the event that this Agreement is translated into languages other than French, the French-language version will prevail if the Member is a French resident.
Article 11 Dispute Resolution
In the event of any dispute between the Member and the Company deriving from this Agreement, the parties have the possibility to find an amicable solution, in which case the Member is invited to contact the Company.
Please visit here to submit a request to us.
The Member is informed that he has the possibility to resort to any alternative dispute resolution method and in particular to a French mediation procedure by contacting the mediator whose details and website are available on this page.
The European Commission provides a platform for online dispute resolution which is available here, that you may access in case of any dispute with the Company.
In any case, any dispute arising out of the formation, conclusion, validity, interpretation, execution or termination of this Agreement and their consequences between the Company and the Member may be submitted by either party to the competent courts in accordance with applicable law.
Model Withdrawal Form (for France)
(Please complete and return this withdrawal form only if you wish to withdraw from the Agreement)
To the attention of [the professional hereby inserts his/her name, geographical address, phone number and e-mail address]:
With this form, I/We (*) hereby notify you my/our (*) withdrawal from the Agreement for the sale of the goods (*)/for the provision of services (*) below:
Ordered on (*)/received on (*):
Name of consumer(s):
Address of consumer(s):
Signature of consumer(s) (only if notifying this form on paper):
(*) Delete as appropriate.