General Terms and Conditions of Sale
I - CONTRACTUAL DOCUMENTS – ORDERS
Our prices, catalogues or other advertising or promotional documents do not constitute an offer.
We reserve the right to remove a product from our price lists or advertising materials without prior notice, or to modify its characteristics for reasons related to technical developments or changes in our production conditions.
However, our customers would have the option to cancel their order if the changes made relate to characteristics to which they had subjected their commitment.
Any order submitted by the buyer implies their unreserved acceptance of all our terms and conditions of sale and the provisions of our prices, neither of which can be modified, except with our written agreement, by any contrary stipulations appearing on the buyer's order, in their general terms and conditions of purchase or on any other commercial document.
Orders are valid only after our written acceptance. Such acceptance implies the application of these general terms and conditions and supersedes any specific or general terms and conditions originating from the buyer, regardless of their form.
Orders must include all information necessary for proper execution.
II - DELIVERIES
Our products are sold "ex-works" or "ex-warehouse" in accordance with Incoterms 1990 (ICC publication no. 460). Therefore, the risks are transferred to the buyer when the goods are made available for loading.
If prices are quoted "carriage paid" or "carriage forward," these expressions only indicate that the prices include transport costs. The risks of loading and transport remain the responsibility of the buyer, even if, for convenience, we are asked to arrange transport of the products. It is the customer's responsibility to check the condition and quantity of our products upon receipt and, in the event of damage or missing items, to complete the legal formalities outlined in Article 105 of the Commercial Code, in order to safeguard their rights against the carriers.
III - DELIVERY TIMES
Our delivery times are provided for informational purposes only and are not binding. Delays cannot give rise to damages or lead to cancellation of the order unless it is proven that they result from gross negligence on our part. In particular, the following will not be considered as negligent: delays resulting from force majeure or, more generally, from events beyond our control or serious events such as epidemics, war, requisition, fire, flood, technical failure, rejection of supplies by third parties, interruption or delay in transport, shortage of raw materials, temporary layoffs at our factories or at our suppliers, total or partial strikes at third parties or at our facilities, or lockouts. Failure by the customer to comply with the general and/or specific payment terms for previous or current deliveries automatically releases us from any commitments made regarding delivery times.
IV - RECEPTIONS - TOLERANCES
Qualitative acceptance is carried out at our factories or warehouses. In any case, it is deemed to have been completed when the goods are loaded onto the first means of transport. Products are supplied with standard tolerances. Standardized products are supplied in accordance with NF standards. For non-apparent characteristics only, the buyer has two working days from the date of collection to request inspections to be carried out in accordance with applicable testing standards. The costs of these inspections are borne by the buyer if the results are satisfactory. During the inspection period, the buyer shall have custody and responsibility for the goods.
Except for certain types of products for which we specifically state otherwise, the inherent characteristics of the raw materials used in manufacturing do not allow us to guarantee uniformity of tone within a single production run or over time, whether for naturally colored or artificially colored products. We cannot be held liable for this reason.
V – GUARANTEE
In the event of non-conformity of the goods, whether in quality or quantity, any return of goods will be inadmissible without our agreement, and any claim will be inadmissible unless made upon receipt and immediately confirmed in writing. Our company is then only obligated to replace the goods it acknowledges as non-conforming; the assumption of any costs whatsoever is excluded. In the event of any defect whatsoever, the customer must take the necessary protective measures.
Hidden defects in goods sold to professionals are only guaranteed if they would normally have been detected during our checks.
Hidden defects in goods sold to non-professionals are guaranteed under the terms of Articles 1641 et seq. of the Civil Code.
In both cases, the warranty against hidden defects will result either in the repair of the defective part or its replacement. Parts that have been replaced free of charge will become our property.
Repairs carried out under this warranty do not extend the original warranty period granted for the product in question. We are never liable for indirect damages, such as loss of profits or compensation for delays, etc., nor for damages resulting from handling, storage, or installation of our products that does not comply with industry standards, DTU (Unified Technical Documents), Technical Specifications, or our installation instructions in effect on the date of the order. Any repair carried out without our consent will void our liability. It should be noted that if our personnel are required to work on a construction site, this cannot under any circumstances replace the various parties involved in the construction process (project owners, architects, project managers, etc.) as our company is neither qualified nor authorized to do so. The provisions of this Article V do not apply to products designated or invoiced as "seconds", "seconds"
or "rustic" products, as these products are not subject to any guarantee.
VI - PRICE
Products are invoiced according to the conditions in effect on the day of delivery.
VII - PAYMENT
Our invoices are issued on the date of shipment or delivery of the goods. Unless expressly stipulated otherwise, they are payable at our head office by bill of exchange, 45 days end of the month of invoicing. We reserve the right to request, even after acceptance of the order, payment in full with a discount or any guarantee deemed necessary for any payment terms shorter than the aforementioned discount period
- 1% for payment received within 30 days of the invoice date
- 2% for payment received within 10 days of the invoice date.
Failure to pay an invoice by its due date will automatically result in the immediate demand for payment of all outstanding debts.
Any extension of the due date or delay in payment will result in the invoicing of late payment interest equal to 4 times the current legal interest rate.
Any late payment will incur a fixed penalty of €40. Additional compensation may be claimed if the recovery costs exceed the fixed penalty.
In the event of a change in the buyer's legal or financial situation that may affect its ability to meet its financial obligations, we reserve the right, even after partial execution of an order, to demand guarantees or to terminate current contracts.
No customer complaint can lead to suspension of payment of our invoices.
VIII – RESOLUTION
If, after the conclusion of a contract, the buyer does not perform all or part of its obligations, in particular if it does not pay an invoice on its due date, the contract will be automatically terminated without notice as soon as our company expresses its intention to terminate by sending a registered letter, without any offers of performance made after the deadline being able to deprive our company of the right to invoke the termination.
IX - RETENTION OF TITLE
Ownership of the goods sold is transferred only upon full payment of the price. If payment is not received by the agreed due date, the goods may be returned automatically and without prior notice. The buyer undertakes to insure the goods against all risks they may incur or cause from the moment they are made available at the factory for loading.
The buyer is authorized, in the normal course of business, to resell the delivered goods with payment. However, this authorization is automatically revoked in the event of non-payment of an invoice by its due date or in the event of the buyer's insolvency.
Goods in the buyer's possession will be presumed to be those for which payment has not been received if they are identical to them.
Partial payments made will remain valid as compensation for damages arising from the non-performance of the contract, including damages resulting from the loss or deterioration of the goods, without prejudice to our company's right to claim further damages for full compensation for the loss suffered.
X - INTELLECTUAL PROPERTY
Buyers may not, without our approval, sell our products under names other than those we use.
The models, plans, studies, calculations, documents and tools established or appropriated by us remain our full property and may not be communicated or reproduced without our prior written authorization, even if a contribution to the costs of their establishment has been invoiced.
XI - ATTRIBUTION OF JURISDICTION
Any dispute shall be brought before the competent courts of our registered office, which the plaintiff and the buyer acknowledge as having exclusive jurisdiction, notwithstanding any contrary stipulation, even in the event of a warranty claim or multiple defendants.