Terms of sale

TERMS AND CONDITIONS OF SALE ONLINE

Dated 01/15/2025

(the “Terms of Sale”)

1 – Legal Information

ProOrca Group is a simplified joint-stock company with a capital of €10,000, registered with the Trade and Companies Register of Aix-en-Provence under number 937 805 661, with its registered office at 710 chemin de Valsère, 13510 Eguilles, represented by its President, Ms. Stéphanie LE BEUZE (the “Company”).

The Company’s contact email is: contact@proorca.com.

The Company’s business consists of distributing products related to musical instruments (drumsticks, drums, etc.) and accessories (the “Products”), both wholesale and retail, for individuals and professionals, in France and abroad, by all means, including via the Internet through its website www.proorca.com (the “Site”).

The Site is hosted by Shopify Inc., located at 126 York St., Ottawa, ON K1N 5T5, Canada.

Definitions of terms not defined elsewhere:

• “Customer” means any professional, non-professional, or consumer who has placed an order for a Product sold on the Site.

• “User” means any individual or legal entity using and navigating the Site, whether or not they are a Customer.

2 – General Principles

These Terms of Sale define the conditions of online sales concluded between the Company and any User making a purchase through the Site.

They are drafted in French in their original version, which is the only authoritative version and takes precedence over any other translation.

These Terms of Sale apply exclusively and exclude all other terms. They are accessible to the Customer on the Site at any time and are systematically presented to the Customer prior to any order and at the time of order confirmation.

Any User of the Site agrees to comply with the Terms of Sale without restriction or reservation, whether browsing or placing an order. The Customer is bound by the Terms of Sale and acknowledges having read them prior to placing any order.

Placing an order implies full and unconditional acceptance of these Terms of Sale.

A printed version of the Terms of Sale, as well as any information sent electronically, will be admissible in any legal proceedings concerning the application of the Terms of Sale in the same way as any other written document in paper format.

Failure to exercise, at any time, a right recognized under the Terms of Sale, or to enforce any provision, shall not be interpreted as a waiver of that right or a modification of the contract.

If any term of the Terms of Sale is deemed illegal or unenforceable by a court, the remaining provisions shall remain in effect.

Modification of Terms of Sale

Considering potential changes to the Site, the Company reserves the right to adapt or modify the Terms of Sale at any time. The Customer is therefore invited to consult the Terms of Sale prior to placing a new order. The applicable Terms of Sale are those in effect at the time of the order.

The prevailing version of the Terms of Sale is the latest version available on the Site.

3 – Capacity

The Customer must be a legal entity duly represented or a legal adult capable of entering into a contract on the Site. Otherwise, they must have authorization from their legal representative, which they expressly acknowledge and accept.

4 – Products

The essential characteristics of the Products are described for each Product in the online catalog. This information was presented to the Customer prior to the order as part of the pre-contractual information provided.

5 – Customer Account

In order to place an order online on the Website, Customers are invited to create a Customer account, although this is not mandatory.

To create an account, Customers will be asked to provide their surname, first name(s), telephone number, email address and postal address.

Once the Customer account has been created, a confirmation email summarising the information provided will be sent to the Customer at the address they have previously provided.

The Customer undertakes to provide the Company with accurate, up-to-date and complete data and to ensure that it remains accurate. The Customer undertakes not to create an account under a false identity. It is the Customer's responsibility to update their personal data.

The login ID is the Customer's email address. Access to the Customer account is protected by a personal and confidential password. The Customer undertakes to keep it secret and not to disclose it to third parties for any reason whatsoever. The Customer is responsible for their password. If they become aware that their account is being used fraudulently, the Customer undertakes to report this immediately to the Company.

6 – Orders

The Customer places their order from the Company's online catalogue accessible on the Website.

All orders are placed exclusively via the Website.

It is specified that all orders placed on the Website are binding and must be paid for.

All orders imply acceptance of the description of the Products and the prices in force on the day of the order.

To place an order online on the Website, the Customer must:

- fill their basket with one or more Products;

- enter their billing and/or delivery address;

- choose the delivery method.

Once the order has been completed, the Customer has the opportunity to check the Products ordered, the total price of the order and the terms and conditions of the order. The Customer chooses the payment method. If necessary, the Customer may modify the order or cancel it before confirming it definitively.

The order will only be definitively registered once the order summary screen has been confirmed. This action is equivalent to a handwritten signature as referred to in Article 1367 of the Civil Code and to the conclusion of an electronic contract within the meaning of Articles 1127-1 and 1127-2 of the Civil Code. From this point onwards:

- the Customer confirms their order and declares that they accept it, as well as all of the General Terms and Conditions of Sale, fully and without reservation; and

- the order is considered irrevocable and may only be challenged in the cases specified herein.

The Customer has the option of printing the order form corresponding to their order.

 

7 – Order Confirmation

As soon as the Customer's order is registered, a detailed confirmation of receipt is sent to the email address provided by the Customer. This confirmation specifies the exact amount invoiced, the products ordered and their quantity, the delivery terms for the order and refers to the General Terms and Conditions of Sale. This confirmation of receipt constitutes acceptance of the order by the Company and validates the transaction. The Customer accepts that the order registration systems constitute proof of purchase and date. By keeping this email and/or printing it, the Customer has proof of their order, which the Company recommends they keep.

This email confirms that the Customer's order has been received by the Company and not that the Product ordered is available.

The Company undertakes to fulfil online orders only while stocks last.

If a product is unavailable, the Company undertakes to inform the Customer as soon as possible by email or telephone. If the Product ordered is unavailable, the Customer has the option of either cancelling or modifying their order. In the event of cancellation due to unavailability, the Customer will be refunded within fourteen (14) days of receipt of their cancellation request.

8 – Prices

Product Prices

Product prices are indicated in euros, inclusive of all taxes. They take into account the VAT applicable in France on the date of the order.

The prices advertised do not include shipping costs, which are normally payable by the Customer, in accordance with the provisions of the ‘Shipping Costs’ section below.

Promotional offers are only valid within the dual limits of the validity period of the offer concerned and available stocks.

Promotional codes apply only to non-discounted base prices and cannot be combined with each other or with gift cards. Promotional codes can be used once per Customer account (excluding loyalty programmes or partnerships, the terms and conditions of which are set out in the ‘Loyalty Programmes and Partnerships’ section below).

The Website is accessed via the Internet.

The costs of accessing the Internet via a remote communication service are borne by the Customer.

 

9 – Shipping Fees

Except for promotional offers, shipping and return costs are borne by the Customer, except for non-compliance or defects of the Product. Fees include order handling and packaging.

10 – Gift Cards

Gift cards are available on the Site with multiple denominations. They are digital and delivered with a unique code. The card credit can be used across multiple purchases, is non-transferable, non-exchangeable, and valid for one year.

11 – Loyalty and Partnerships

Loyalty programme

The Company reserves the right to set up a loyalty programme.

Partnerships

The Company reserves the right to limit the sale of certain products to its partners (schools, endorsed drummers, ambassadors) and to offer them discount codes.

The Company reserves the right to terminate the partnership programme for any User of the Website who does not comply with the terms of this article.

12 – Payment

Payment for the order is understood to be made in cash on the day of the order and constitutes payment within the meaning of this article when the funds are actually made available to the Company.

Payment terms

Payment is made online at the time of ordering by credit card or Apple Pay under the following conditions. The terms and conditions of use of the Apple Pay platforms (available on its website) apply concurrently with these terms and conditions and are independent of the Company, which is not involved in any way in the use of said platform.

In all cases, the order will be processed upon receipt of payment and subject to its clearance.

If the bank refuses payment, the order will be automatically cancelled.

Transaction security

In order to optimise the security of online transactions, the Website uses an SSL (Secure Socket Layer) online payment system, ensuring that all possible measures are taken to guarantee the confidentiality and security of data transmitted during online payments.

Our online payment system automatically checks the validity of access rights when paying by credit card and encrypts all exchanges to ensure confidentiality.

To benefit from the SSL secure payment method, the Customer must use browsers that are compatible with the SSL system.

 

13 – Delivery

Delivery terms and conditions

Delivery is made in mainland France, the European Union or internationally, at the Customer's discretion.

Shipping costs will be charged at the rate in force on the day of the order and may vary depending on the delivery location of the Products and the delivery method chosen by the Customer on the Website, which the Customer expressly acknowledges and accepts.

The Customer shall read the delivery terms and conditions before finally confirming their order.

Delivery time

Delivery times are indicated on the Website when the order is placed. They vary depending on the delivery method chosen. They begin to run from the date of receipt of payment by the Company.

If several items ordered at the same time have different delivery dates, the delivery deadline will be the latest date. However, in this case, the Company reserves the right to deliver the order in several instalments.

Although these are indicative, the Company will make every effort to meet the delivery times mentioned when the order is placed.

In the event of a delivery delay attributable to the Company, the Client shall have the right to request the cancelation of the sale of the Product by registered letter with acknowledgment of receipt or on any other durable medium (notably email with acknowledgment of receipt) if, after having instructed the Company in the same manner to complete the delivery within an additional period of fourteen (14) days, the Company has not complied within this period.

In this scenario, the sale will be considered canceled upon the Company's receipt of the letter informing it of the termination, unless the Company has performed in the meantime.

In the event of cancelation of the sale, the Company will refund the Client within fourteen (14) days from the date of cancelation.

Failure to meet delivery deadlines shall not give rise to any compensation.

 

14 – Product Receipt

The Client is required to check the condition of the packaging and the conformity of the Product at the time of delivery and must immediately inform the delivery person of any reservations they intend to make regarding the condition of the delivered Product so that they can be noted on the transport document: damaged packaging, suffered damage, conformity with the order, etc.

Any claim regarding apparent defects or the non-conformity of the Product delivered compared to the information provided during the presentation of the Product on the Site, as well as any damage related to transport, must be confirmed by the Client to the Company within 48 hours of receiving the Product, either by registered letter with acknowledgment of receipt to the following address: 710 chemin de Valsère, 13510 Eguilles, or by email to the following address: contact@proorca.com.

The Client must provide all justification regarding the reality of the non-conformities, damages, or defects observed.

In the absence of a claim made within the aforementioned period and conditions, the delivered Products will be deemed accepted by the Client.

By reporting the defect or non-conformity of the Product, the Client will obtain a return authorization from the Company, specifying the address and return procedures for the Products.

Once the return authorization is obtained, the Client reships the Products to the Company at the address specified on the return authorization according to the indicated terms.

Any Product reshipped without the Company's consent will be refused and returned to the sender at their expense and risk.

To be validly returned to the Company and/or exchanged, the Products must not have been used and must be returned intact in their original packaging with any accessories and labels, within fifteen (15) days following the purchase.

In the event that the Client returns the Product due to a proven and confirmed lack of conformity by the Company, the Client must use the same delivery method for the return of the Products as the one chosen for the shipment of the ordered Products. In this context, the return shipping costs will be borne by the Company by means of a return voucher or, failing that, by reimbursing the Client for the actual amount of said costs (proof of shipping costs must be included with the package; in the absence of such proof, no refund can be claimed by the Client).

15 – Legal Guarantees

Warranty of Conformity and Legal Warranty Against Hidden Defects

The Client benefits from the legal warranty of conformity (Articles L. 217-4 et seq. of the French Consumer Code, accessible via the following links: link and link) and the legal warranty concerning defects of the sold item (Articles 1641 et seq. of the Civil Code, accessible via the following link: link), the main provisions of which are reproduced below.

WARRANTY OF CONFORMITY

Article L. 217-3 of the Consumer Code, paragraphs 1 and 2:

The seller delivers goods that conform to the contract and is responsible for any defects of conformity existing at the time of delivery.

The seller is also responsible for defects of conformity resulting from packaging, assembly instructions, or installation when such responsibilities were assigned to them by the contract or carried out under their responsibility.

Article L. 217-4 of the Consumer Code:

Goods conform to the contract if they meet, where applicable, the following criteria:

1° They correspond to the description, type, quantity, and quality, particularly regarding functionality, compatibility, interoperability, or any other characteristic specified in the contract;
2° They are suitable for any specific use sought by the consumer, brought to the seller’s attention no later than at the time of contract conclusion, and accepted by the seller;
3° They are delivered with all accessories and installation instructions as required by the contract;
4° They are updated in accordance with the contract.

Article L. 217-5 of the Consumer Code:

I. In addition to the conformity criteria under the contract, the goods are conforming if they meet the following criteria:

1° They are suitable for the use normally expected of goods of the same type, taking into account, where applicable, any provisions of European Union law and national law as well as all technical standards or, in the absence of such standards, specific codes of conduct applicable to the relevant sector;
2° Where applicable, they possess the qualities that the seller presented to the consumer in the form of a sample or model before concluding the contract;
3° Where applicable, any digital elements included are provided according to the most recent version available at the time of contract conclusion, unless otherwise agreed by the parties;
4° Where applicable, they are delivered with all accessories, including packaging, and installation instructions that the consumer can reasonably expect;
5° Where applicable, they come with updates that the consumer can reasonably expect in accordance with Article L. 217-19;
6° They correspond to the quantity, quality, and other characteristics, including durability, functionality, compatibility, and safety, that the consumer can reasonably expect for goods of the same type, given the nature of the goods and public statements made by the seller, upstream parties in the transaction chain, or any person acting on their behalf, including in advertising or labeling.

II. However, the seller is not bound by all public statements mentioned above if they can demonstrate:

1° That they were unaware of them and were not reasonably able to know them;
2° That, at the time of contract conclusion, the public statements had been corrected under conditions comparable to the original statements; or
3° That the public statements could not have influenced the purchase decision.

III. The consumer cannot contest conformity by invoking a defect related to one or more specific characteristics of the goods if they were explicitly informed that these characteristics deviated from the conformity criteria stated herein and expressly consented to this deviation separately when concluding the contract.

Article L. 217-7, paragraph 1 of the Consumer Code:

Defects of conformity that appear within twenty-four months from the delivery of the goods, including goods containing digital elements, are presumed to exist at the time of delivery unless proven otherwise, unless such a presumption is incompatible with the nature of the goods or the alleged defect.

Article L. 217-8 of the Consumer Code:

In case of a defect of conformity, the consumer is entitled to have the goods brought into conformity by repair or replacement or, failing that, to a price reduction or contract termination, under the conditions set out in this subsection.

The consumer also has the right to suspend payment of all or part of the price or the provision of benefits under the contract until the seller has fulfilled their obligations under this chapter, in accordance with Articles 1219 and 1220 of the Civil Code.

The provisions of this chapter are without prejudice to any award of damages.

WARRANTY AGAINST HIDDEN DEFECTS

Article 1641 of the Civil Code:

The seller is bound by the warranty for hidden defects of the sold item that make it unfit for its intended use or so reduce its usefulness that the buyer would not have acquired it or would have paid a lower price had they known of them.

Article 1643 of the Civil Code:

The seller is liable for hidden defects even if they were unaware of them, unless they have explicitly stipulated that they will not be bound by any warranty.

Article 1644 of the Civil Code:

In the cases of Articles 1641 and 1643, the buyer has the choice to return the item and receive a refund of the price or keep the item and obtain a partial refund.

Article 1648, paragraph 1 of the Civil Code:

Actions resulting from redhibitory defects must be brought by the buyer within two years from the discovery of the defect.

16 – Liability

Information

The Company strives, to the best of its ability, to ensure the accuracy and up-to-date nature of the information provided on the Site, which it reserves the right to modify at any time and without notice. However, it cannot guarantee the accuracy, precision, or completeness of the information on the Site. Consequently, it declines all responsibility for any inaccuracies, errors, or omissions regarding the available information, as well as any liability for damages resulting from fraudulent intrusion by a third party that modifies the information on the Site.

Hyperlinks set up on the Site directing users to other resources on the Internet do not engage the Company’s responsibility. Indeed, the Company has no means to control sites linked to its Site, which the Client is expressly informed of under these terms. Consequently, any risks related to such use are entirely the responsibility of the user, who must comply with the specific terms of use of each site.

Similarly, the photographs and texts reproduced to illustrate the Products are non-contractual. Therefore, the Company cannot be held liable for any errors in these photographs or texts.

Compliance of Products with Applicable Standards

The Company commits to selling Products that comply with the regulations and standards in force within the European Union at the time of sale.

Use of the Site

Use and navigation of the Site are the responsibility of the User. The Company declines all responsibility and cannot be held liable for any damage or viruses that may affect computer equipment or other devices when accessing, using, or navigating the Site, or when downloading any content, data, texts, images, or files from the Site.

Non-compliant Use/Installation of the Product

The Company declines all responsibility and cannot be held liable for any damage caused to the Client or any third party due to use of the Product that is not in accordance with its intended purpose.

17 – Right of Withdrawal

In accordance with Article L. 221-18 of the French Consumer Code, the consumer who enters into a contract using a distance communication method has a withdrawal period of fourteen (14) days from the date of receipt of the Product to cancel their order.

It is specified that, in the case of an order involving multiple goods delivered separately or an order of a product composed of multiple lots or parts whose delivery is staggered over a defined period, the withdrawal period begins upon receipt of the last good, lot, or part.

For contracts providing for the regular delivery of goods over a defined period, the withdrawal period begins upon receipt of the first good.

To exercise their right of withdrawal, the Client has fourteen (14) days to inform the Company of their intention to withdraw by completing and sending the withdrawal form, which is available in a printable version in the annex to these Terms.

When the right of withdrawal is submitted electronically online via the Site, the Company will promptly send the Client an acknowledgment of receipt of the withdrawal.

Subsequently, the Client must return the Product(s) within fourteen (14) days from the date of sending the withdrawal form, accompanied by a copy of the invoice. The costs and risks of returning the Product(s) are the exclusive responsibility of the Client. Products should be returned to the Company at the following address:

ProOrca Group
710 chemin de Valsère
13510 Eguilles

The cost of returning the Product corresponds to the initial delivery cost under the standard delivery method offered by the Company at the time of order.

The Company commits to refunding the Client the price of their order within fourteen (14) days of receiving the Products, or at least upon proof of shipment of the Products (whichever comes first).

Products must not have been used or damaged and must be returned intact in their original packaging with any accessories, user manuals, and other documentation.

The Client may be held liable in the event of any deterioration of the Product caused by the Client.

18 – Intellectual Property

The Client holds no intellectual or industrial property rights over the Products, packaging, or labeling, with the Company remaining the exclusive owner of all such rights.

Any use by the Client of the ProOrca brand or any other brand belonging to the Company or its suppliers and manufacturers, in any manner whatsoever, is strictly prohibited unless expressly authorized by the Company.

The content and structure of the Site are protected under copyright law and intellectual property law worldwide.

Accordingly, and in accordance with the provisions of the Intellectual Property Code, only use for private purposes is allowed, subject to any more restrictive provisions of the Intellectual Property Code.

Any reproduction or representation, in whole or in part, of any content on the Site (including text, images, iconographic or photographic representations, trademarks, or logos) for any purpose and on any medium is strictly prohibited.

Failure to comply with this prohibition constitutes an infringement, which may engage the civil and criminal liability of the infringer.

None of the provisions of the Terms and Conditions of Sale shall be interpreted as granting the Client any license to any intellectual property rights.

19 – Personal Data Protection

20 – Force Majeure

The Company and the Client shall not be held responsible if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, within the meaning of Article 1218 of the Civil Code.

21 – Governing Law and Jurisdiction

These General Terms and Conditions of Sale and the transactions arising from them are governed by French law.

In the event of a dispute relating to these General Terms and Conditions of Sale or the sale, the parties will, as far as possible, attempt to resolve their dispute amicably.

Failing an amicable agreement, the competent court shall be that of the defendant’s place of residence or that of the actual delivery of the Product.

 

22 – Consumer Mediation

If you are a “consumer” within the meaning of the preliminary article of the French Consumer Code, you must first submit your complaint directly to us via the contact form on the Site or at the following email address: contact@proorca.com.

If this attempt fails, you may use a conventional mediation procedure or any other alternative dispute resolution method, in particular by using, free of charge, within one year of your complaint, the competent consumer mediator in accordance with the provisions of Title 5 of Book I of the Consumer Code:

Mediator of the Professional Federation of E-commerce and Distance Selling (FEVAD)
60 rue de la Boétie – 75008 PARIS
mediateurducommerce@fevad.com

https://www.mediateurfevad.fr

To resolve your dispute, you may also access the European Online Dispute Resolution platform provided for by Regulation (EU) No. 524/2013 of 21 May 2013 on online dispute resolution for consumer disputes, including cross-border disputes, via the following link: http://ec.europa.eu/consumers/odr/.

If this mediation fails, or if you do not wish to use it, you remain free to submit your dispute to the competent courts in accordance with the “Applicable Law and Jurisdiction” article of these Terms and Conditions.

 

ANNEX – Withdrawal Form

Complete and return only if you wish to withdraw from the contract:

To:

ProOrca Group is a simplified joint stock company with a capital of €10,000, registered with the Aix-en-Provence Trade and Companies Register under number 937 805 661, with its registered office at 710 chemin de Valsère, 13510 Eguilles, represented by its Chairwoman, Ms Stéphanie LE BEUZE.

I/we (*) hereby notify you of my/our (*) withdrawal from the contract concerning the sale of the following Product(s):

Ordered on/Received on (*):

Name(s) of consumer(s):

Address of consumer(s):

Signature of consumer(s) (only if submitted on paper):

Date:

(*) Delete as appropriate