GENERAL TERMS AND CONDITIONS OF SALE
GENERAL TERMS AND CONDITIONS OF SALE
ARTICLE ONE
Scope of application: The present general terms and conditions of sale constitute, according to article L 441-6 of the French commercial Code, the sole basis of the commercial relationship between the parties. Their purpose is to define the conditions under which Fleur Pois & Cie® S.A.S provides professional buyers who request it, via the Supplier’s website, through direct contact or through a paper support, the following products: 100% cotton lingerie created and made in France (bandeau bra, push-up and plunge bra, cami, shorties, boxer briefs, pajamas, baby doll tops, lingerie storage items). They apply without restrictions nor reservation to all sales concluded by the Supplier to buyers of the same category, regardless of any clauses that may appear on the Buyer’s documents, in particular his general terms and conditions of sale. In accordance with the regulations in force, these General Terms and Conditions of Sale are systematically communicated to any Buyer who requests them, to enable him to place an order with the Supplier. Any order for products implies for the Buyer, the acceptance of these General Terms and Conditions of Sale and the acceptance of the general terms and conditions of use of the Supplier’s website regarding electronic orders. The information appearing in the Supplier’s catalogs, prospectus and prices are indicative and may be revised at any time. The Supplier is entitled to make any modifications that it deems useful. These General terms and conditions of sales are communicated without delay to any Buyer who requests them.
ARTICLE 2 – ORDERS – PRICES
2-1: Sales are perfect only after express acceptance in writing of the customer’s order by the Supplier, who will ensure the availability of the products requested in the form of a confirmation sent by email or mail. Orders must be confirmed in writing by means of an order form duly signed by the Buyer. Products are supplied at the price mentioned in the Supplier’s scale, or in the commercial proposal addressed to the Buyer. These prices are definite and revisable during their period of validity.
2-2: Any changes requested by the Buyer may only be taken into account, within the limits of the Supplier’s possibilities and at his sole discretion. Those changes may be taken into account only if they are notified in writing, at least 8 days before the date scheduled for delivery of the products ordered, and after the Buyer has signed a specific order form with the adjustment of the price. Any cancellation of orders requested by the Buyer may be taken into account only if notification is given in writing at least 8 days prior to the date of the reception of the products ordered. If not, for any reason, except force majeure, the down payment paid on the order following a specific commercial proposal will automatically be acquired by the Supplier and will not give rise to any reimbursement.
2-3: All products are supplied at the Supplier’s prices in force on the day the order is placed, and, where applicable, in the specific commercial proposal sent to the Buyer. These prices are binding and non-revisable for the period in which they are valid, as indicated by the Supplier. These prices are net and exclusive of tax. They do not include transport, customs fees nor insurance, which remain the responsibility of the Buyer. Special pricing conditions may be applied depending on the specific requirements of the Buyer, regarding delivery time or conditions of payment. The Supplier will then address a specific commercial offer to the Buyer.
ARTICLE 3
Payment conditions and term: For the first order, the price is payable in full in pro forma invoice. For next orders, prices are payable in full in a single instalment within 30 days end of the month upon reception of the goods, as established in article 4 “Deliveries”, as jointly agreed between the Buyer and the Supplier during commercial negotiations. This delay starts counting down as follows “payment within 30 days end of the month from the date of delivery”, shall be mentioned on the invoice sent to the Buyer. In the event of late payment or payment of the fees due by the Buyer beyond the time limit above mentioned, and after the payment appearing on the invoice addressed to the Buyer, the forfeiture of the term shall automatically occur and the seller shall demand, by right, late payment penalties from the day following the due date appearing on the invoice and until the day of payment. These late payment penalties shall be at the rate in effect of the European Central Bank for its most recent refinancing operation, increased by 10 percentage points. The Supplier, with no further procedures nor prior formal notice, shall acquire them automatically and by right. Late payment shall result in immediate payment of all due sums, with no prejudice to any other action that the Supplier would be entitled to bring, in this respect, against the Buyer. In the event of compliance with payment conditions set above, the Supplier also reserves the right to immediately suspend or cancel the delivery in progress until payment has been made; to suspend the execution of his obligations; to reduce or cancel any discounts granted to the Buyer. Finally, an allowance for recovery costs, in the amount of 40 euros shall be due, as of right and with no prior notification to the Buyer in the event of late payment. The Supplier reserves the right to ask the Buyer for additional compensation if the recovery costs incurred exceed this amount, and thus only on presentation of supporting documents.
3-1 Retention of title: The Supplier retains the title to the goods sold until full payment by the Buyer, allowing the Supplier to retake possession of the goods. Any down payment paid by the Buyer shall remain acquired by the Supplier as a forfeitary compensation, with no prejudice to any other actions that the Supplier would be entitled to bring against the Buyer. Conversely, the risk of loss and deterioration shall be transferred to the Buyer upon delivery of the ordered products. Therefore, the Buyer undertakes to insure, at his own expense, the products ordered, for the benefit of the Supplier, by ad hoc insurance, until transfer of the ownership is complete, and to justify this to the latter at the time of the delivery. Failing this, the Supplier shall be entitled to delay the delivery until such proof is presented. In the event of payment by the Buyer for products ordered before the payment date appearing on the invoice or within a period shorter than that mentioned in the present General Terms and Conditions of Sale, a discount of 2% shall be applied to the invoice.
Article 4 – Delivery
The Supplier shall deliver products ordered by the Buyer in a maximum delay of 7 days starting at the reception by the Supplier of the order form dully signed – or the delivery date specified by the Buyer and expressly accepted by the Supplier in written form. This delay shall not constitute a strict deadline and the Supplier shall not be held liable towards the Buyer in the event of a delay in delivery not exceeding 20 days. In the event of a delay exceeding 20 days, the Buyer may request the cancellation of the sale. The Supplier shall in no case be held liable in the event of a delay or suspension of delivery attributable to the Buyer or in the event of force majeure. Products shall be delivered to the Buyer’s address by shipment or carriage. Products travel at the Buyer’s own risk. The Buyer is required to check the apparent condition of the products upon delivery. In the absence of reservations expressly formulated in writing by the Buyer on the delivery note attached, within 5 days after the delivery, products shall be deemed to conform in quantity and quality the order. The Buyer acknowledges that is up to the carrier to make the delivery, the Supplier being deemed to have fulfilled his obligation to deliver once he has handed over the products ordered to the carrier who has accepted them with no reservation. Therefore, the Buyer has no possible warranty claim against the Supplier in the event of failure to deliver the products ordered, or damage occurring during transportation and unloading. Delivery of the products may take place at any other place designated by the Buyer, subject to written notice within 8 days, and at the exclusive expense of the Buyer. Likewise, in the event of specific requests from the Buyer concerning packaging conditions or transport of the products ordered, related costs will be subject to specific additional billing, after duly accepting in writing by the Supplier.
The Buyer is required to check the apparent condition of the products upon delivery. In the absence of reservations expressly made by the Buyer upon delivery, the Products delivered by the Supplier will be deemed to conform in quantity and quality to the order. The Buyer shall have a period of 5 days from the delivery and reception of the products ordered to make such reservations in writing with the Supplier. In the event of non-compliance with these formalities by the Buyer, no complaint shall be accepted. The Supplier shall replace as soon as possible and at its own expense, those Products delivered whose lack of conformity has been duly proven by the Buyer.
ARTICLE 5 – Transfer of legal ownership
Transfer of risk: Transfer of product ownership to the benefit of the Buyer, shall not be complete until full payment of the price by the latter, regardless of the date of delivery of the said products. Should this not be the case, the Buyer shall carry out transfer of the risks of loss and deterioration of the Supplier’s products upon delivery and the reception of said products.
ARTICLE 6 – Supplier’s liability
Warranty: Products delivered by the Supplier benefit from a contractual warranty for a period of 30 days from the date of delivery, covering the non-conformity of the products with the order and any hidden defect, resulting from a material defect, of design or manufacture affecting the delivered products and rendering them unfit for use. The warranty forms an inseparable whole with the Product sold by the Supplier. The product shall not be sold nor resold altered, transformed or modified. This warranty is limited to the replacement or the reimbursement of non-compliant or defective products. This warranty does not cover natural wear and tear, and force majeure. This warranty shall be extinguished if an action is not brought to the Supplier in writing form within a period of 10 days, reckoned from the date of the findings of the said defects. The Supplier shall replace or have repaired the Products or parts under warranty deemed to be defective or, if there is no stock, refund the price of the item to the Buyer. This warranty also covers labor cost. The replacement of the defective products or parts will not have the effect of extending the duration of the warranty above mentioned. Finally, this warranty shall not intervene if the products have been subject to abnormal use or have been used under conditions different from those for which they were manufactured, in particular in the event of non-compliance with the conditions prescribed in the operating manual. Neither shall it apply to deterioration or accident resulting from negligence, or in the event of transformation of the product.
ATICLE 7 – Intellectual property
All industrial and intellectual property rights regarding the Products, photos and technical documentations, which cannot be communicated nor executed with non-written consent, shall remain the property of the Supplier.
ARTICLE 8 – Dispute
All disputes to which this agreement may give rise, regarding its validity, interpretation, execution, and termination; their consequences and their follow-up shall be submitted to the Tribunal de Macon.
ARTICLE 9 – Applicable law
Language of the contract: By express agreement between the parties, these General Terms and Conditions of Sale and the purchase and sale transactions resulting therefrom are governed by French law. They are written in French. Supposing their translation in one or more languages, only the French text will prevail in the event of a dispute.
ARTICLE 10 – Acceptation of the Buyer
The present General Terms and Conditions of Sale as well as the rates and scales concerning discounts, rebates or refunds attached, are expressly approved and accepted by the Buyer, who declares and acknowledges being fully informed of these General Terms and Conditions of Sale and therefore waivers prevailing any third party document, in particular his own General Terms and Conditions of Sale.
ARTICLE 11 – Mediation
The mediation cabinet is the following: DEVIGNY MEDIATION – 9 avenue René Gasnier D01
49100 ANGERS - Tél.: 0241254758 - Email: contact@devignymediation.
Site internet : https://devignymediation.fr/index.php
Date Signature and stamp of the client preceded by the words “Read and approved. Agreed and Signed”.