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General terms and
conditions of business
Article
1.
Application of the general
terms and conditions of business
Effects of the general
terms and conditions of business
The general terms and conditions
of business (GTCB) herein are systematically sent or given
to each buyer in order for him to place an order. Consequently,
placing an order implies the Buyer’s acceptance of these
GTCB, fully and without reservation, exclusive of any other
document such as prospectuses or catalogues issued by the
Seller, which are given for indicative purposes only (for
the actual scope of this clause, refer to Lamy Economic Law).
The fact that the Seller does not at a given time take advantage
of any one of the terms and conditions herein cannot be interpreted
as a waiver of the right to claim any of the said conditions
in the future.
Article2.
Modification of the general
terms and conditions of business
Orders are final only upon payment
of a deposit, equivalent to 30% in metropolitan France and
50% in any other country. Orders taken by the Seller’s
representatives or employees shall be binding on him only
when confirmed in writing and signed. The supplier shall meet
orders in the order in which they are received and according
to availability. The order is personal to the Buyer and may
not be transferred without the Seller’s agreement.
Article3.
Modification of the order
Any request for modification
or cancellation of an order by the Buyer can only be considered
if it is received in writing before the dispatch of the goods.
Should the modification or cancellation be unacceptable to
the Seller, the deposits paid shall not be refunded. The Seller
reserves the right, at any time, to modify his products as
he deems necessary, and to modify any models described in
prospectuses or catalogues, without any prior notice.
Article 4.
Delivery
4.1. Terms
Delivery shall be effected either
by the handing over of goods to the Buyer, or by simple notice
of delivery, or by delivery to a shipper or carrier at the
Seller’s premises (or warehouse). The Buyer undertakes to
take delivery within 3 months following the notice of delivery.
After this period, the Seller may consider the order cancelled,
and the sale terminated on the part of the Buyer..
4.2. Delivery periods
Deliveries shall only be made
in accordance with availability and in the order of receipt
of orders. The Seller is entitled to make deliveries either
in whole or in part. Delivery dates are specified as accurately
as possible but are subject to the Seller’s availability of
stock and of transport facilities. Non compliance with the
delivery dates shall not give rise to damages, deductions
or cancellation of current orders. However, if the goods have
not been delivered 3 months after the delivery date, for any
other reason than force majeure, the sale may be cancelled
at the request of either party; the Buyer shall have his deposit
refunded after payment of any other indemnity or damages.
The following are considered as events of force majeure, releasing
the Seller from his obligation to deliver: war, riots, fire,
strikes, accidents or if the Seller himself cannot get the
necessary supply. The Seller shall inform the Buyer in a timely
manner of cases or events as enumerated above. In any case,
delivery within the specified periods shall only take place
if the Buyer does not have any liabilities towards the Seller,
irrespective of what these may be.
4.3. Risks
Products are delivered carriage-paid
or against refund at the agreed place. In all cases, they
are transported at the consignee’s risk. The onus is
on the latter, in the event of damage or shortage, to make
the necessary assessments and reservations, by extra-judicial
document or by registered letter with acknowledgement of receipt,
to the carrier within three days of receipt of the goods.
Article 5.
Receipt
Without prejudice to arrangements
to be made with the carrier, claims for obvious defects, or
for non-conformity of the delivered product with regard to
the product ordered or with the dispatch note, should be made
in writing within eight days of arrival of the goods. It shall
be the responsibility of the Buyer to provide proof of the
defects or anomalies found. He shall provide the Seller with
all means of checking and remedying these defects. He shall
refrain from intervening himself or get a third party to intervene
for this purpose. For products sold in packaging, the weights
and dimensions at origin are proof of the quantities delivered.
Article 6.
Returns
6.1. Terms
Any return of product shall
be subject to a formal agreement between the Seller and the
Buyer. Any product returned without this agreement shall be
kept at the disposal of the Buyer and shall not give rise
to the issue of a credit note. The costs and risks of returning
the goods shall always be borne by the Buyer. (No return shall
be accepted more than 15 days following the date of delivery.)
Returned goods are accompanied by a return voucher, which
should be affixed to the parcel, and the goods should be in
the condition in which the supplier delivered them.
6.2. Consequences
In the case of obvious defect
or of non-conformity of the products delivered, duly noted
by the Seller, in accordance with the conditions detailed
above, the Buyer may have free replacement or refund of the
goods, at the Seller’s discretion, to the exclusion of all
indemnities or damages.
Article 7.
Guarantee
7.1. Scope
Products are guaranteed against
any material or manufacturing defect over a period of one
year as from the date of delivery, in accordance with the
Guarantee Certificate. Interventions under the guarantee shall
not cause an extension of its duration. Presentation of the
Guarantee Certificate shall be mandatory to benefit from the
guarantee. Under the terms of this guarantee, the Seller’s
only obligation shall be to get his department to repair the
product which contains a defective component, unless this
compensation proves impossible or disproportionate. For the
guarantee to apply, any product should first be submitted
to the Seller’s after-sales service, whose approval
is mandatory for any replacement. Any shipping costs shall
be borne by the Buyer.
7.2. Exclusions
The guarantee does not apply
to obvious defects. This exclusion also applies to defects
and damages caused by normal wear and tear or by external
faults (wrong assembly, defective maintenance, abnormal usage,
etc.) or by modification of the product which is not provided
for or specified by the Seller.
Article 8.
Price
Products are supplied at the
price prevailing at the time the order is placed. Prices are
net and based on the rates communicated to the Buyer. VAT
is not applicable as per Article 293B of the GTC. All duties,
taxes, fees or other benefits to be paid in accordance with
French law, or the law of an importing or transit country,
are borne by the Buyer. Unless agreement is obtained in writing
from the Supplier, shipping costs are always borne the Buyer..
Article 9.
Invoicing
In case of payment by cheque,
an invoice is drawn up for each payment after due confirmation
of receipt by the Seller’s bank.
Article 10.
Payment
10.1. Terms
Unless otherwise agreed, payment
shall be made in accordance with the following conditions:
Metropolitan France: 30% upon order, 30% at 3 weeks, balance
(40%) upon delivery. Other countries (including French overseas
departments and territories): 50% upon order, 50% upon delivery.
In case of deferred payment or credit payment, for the purposes
of this article, a payment is not the simple submission of
a bill of exchange or a cheque implying an obligation to pay,
but the actual settlement by the agreed due date.
10.2. Late or default payment
In case of late payment, the
Seller may suspend all current orders, without prejudice to
any further course of action. All sums unpaid by the due date
appearing on the invoice shall by right give rise to the application
of a penalty. This is equal to one-and-a-half times the legal
interest rate (if no legal rate is set, the penalty rate for
late payment shall equal the rate applied by the Central European
Bank on its most recent transaction, plus seven points). The
“Dutreil" circular of 16 May 2003 (JO 25 May 2003, p. 8970)
states that income and expenditure relating to penalties for
late payment are respectively included to calculate taxable
profit or corporation tax, in the year they are received and
paid. These provisions apply “to penalties for late payments
pertaining to receivables and payables arising between the
date when Law No.2001-420 of 15 May 2001 relating to new economic
regulations came into force, and 31 December 2004” (L. Fin.
amendment for 2002, Art. 20). These penalties shall be payable
on simple request by the Seller or the service provider. The
amount of such interests for late payment shall be applied
by right to all discounts, rebates or reductions due by the
Seller. In case of default payment, forty-eight hours after
a formal notice served has been unsuccessful, the sale shall
be cancelled by right if the Seller so desires, and he may
demand summary proceedings for the return of the goods, without
prejudice to any other damages. The cancellation shall affect
not only the order in question, but also all previously unpaid
orders, whether they have been delivered or are in the process
of delivery, and whether their payment is due or not. Where
payment is made by bill of exchange, any failure to return
the bill of exchange shall be considered as non-acceptance,
equivalent to a payment default. Similarly, where payments
are spread out, failure to make a single payment shall give
rise to the immediate payment of the entire sum due, without
issue of a formal notice. In all the preceding cases, the
payments due for other deliveries, or for other reasons, shall
immediately become payable if the Seller chooses not to cancel
the corresponding orders. The Buyer shall reimburse all the
costs incurred due to the disputed collection of the amounts
due, inclusive of fees for legal officers. The Seller shall
not grant any discount for cash payment or for early payment
with regard to the date applicable under the general terms
and conditions of business.
10.3.Security
requirement or Payment
Any deterioration of the Buyer’s
credit standing may justify a security requirement or payment
in cash or by sight bill, before the execution of orders received.
In particular, this shall be the case if there is any change
in the debtor's capacity, in his professional activity (or,
if it is a company: in body of directors, or the structure
of the company), or if any disposal, rental, or pledge of
his business or transfer of his goodwill, has a negative effect
on the Buyer’s credit standing.
Article 11.
Transfer of Risks
The transfer of risks on goods,
even in the case of sales agreed as free of charge, is effective
as from the moment of dispatch from the Seller’s warehouse.
As a result, the goods are transported at the Buyer’s risk.
The onus is on the latter, in the event of damage, loss or
shortage, to make the necessary reservations and to exercise
the right of recourse against the responsible carriers.
Article 12.
Reservation of Title
All works and articles not yet
paid for in full shall remain the property of Thierry Loeve,
or of his beneficiaries, until payment in full is made by
the Buyer. During the period of Reservation of Title, the
client shall bear the risks in case of loss or destruction
of the item sold as soon as it is delivered. Should the client
go into receivership or into compulsory liquidation, the ownership
of goods delivered and unpaid may be claimed by Thierry Loeve
or his beneficiaries. In the case of resale of goods supplied
by Thierry Loeve, where as the client has not yet effected
payment in full, the latter undertakes to inform any buyer
of the Clause relating to Reservation of Title herein, which
encumbers these goods, and of the right of Thierry Loeve to
claim in hand either the goods concerned or their equivalent
value.
Article13.
Intellectual Property
Thierry Loeve and his beneficiaries
hold the intellectual property rights for all the works and
photographs appearing in the catalogues, brochures, websites,
advertising and information documents, irrespective of their
nature and medium. As a result, their reproduction in whole
or in part, on any medium whatsoever, their use, and their
being made available to third parties, is strictly prohibited
without the written and signed authorisation of Thierry Loeve
or his beneficiaries, having prior accreditation from him..
article14.
Right of return
Within 7 working days of delivery
of his order, the client has the right to return any product,
at his cost, for the purpose of exchange or refund, which
does not suit him, in accordance with Article L 121-16 of
the Consumer Code. The returned product shall be in its original
condition and packaging. It should not have been used, nor
have suffered the slightest damage, and should be in perfectly
clean condition. This right of return shall be exercised without
penalty, except for the costs of return, within 30 days as
from receipt of the product and the client shall be reimbursed
all amounts paid. For this purpose, he shall provide Thierry
Loeve with his banking details.
Article 15.
Packaging - Consignment
Packaging is sold to clients.
Packaging bearing the mark of the Seller shall only be used
for his products and may under no circumstances be used for
products other than his own. Any violation of this rule shall
render its author liable to prosecution and the payment of
damages.
Article 16.
Jurisdiction - Disputes
Before any legal proceedings
the parties shall attempt to reach an amicable agreement through
the intermediary of “Ateliers d’art de France”. In the case
of litigations of any kind or dispute regarding the drawing
up or carrying out of the order, the court of Nantes (Loire-Atlantic,
France) shall have sole jurisdiction, unless the Seller prefers
to have recourse to another competent jurisdiction (except
for contracts entered into with consumers). This clause shall
apply even in the case of summary proceedings, incidental
claim or multiple payments, and no jurisdictional clauses
that may be contained in Buyers’ documents shall prove an
obstacle to the application of this clause.
Article 17.
Contractual terms
french law applies
Article 18.
Contractual terms
french applies
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