ARTICLE 1 – SCOPE OF APPLICATION
1.1 The supply of our products or services (hereinafter referred to as the “Products”) to any professional client within the meaning of the French Consumer Code (hereinafter the “Client”) is subject to our general terms and conditions of supply in their current version. Placing of an order implies that the Client accepts our terms and conditions, which prevail over any other terms and conditions issued by the Client and any other document not expressly accepted by us. This version of our general terms and conditions supersedes the previous version. We reserve the right to make changes at any time. These general terms and conditions may, where applicable, be supplemented by special terms and conditions concerning, in particular, the sale of Products relating to the improvement of the performance of wood, wood-based or lignocellulosic materials.
1.2 Temporary tolerance of a breach of shall not constitute a waiver of our rights and shall not prevent us from exercising those rights at a later date.
ARTICLE 2 – OFFER, ORDER CONFIRMATION AND PRICE
2.1 Unless otherwise specified, our offers or quotes are valid for one (1) month from their date of issue. After this period, they may be modified. We reserve the right to make any changes to our Products, or to suspend or stop the sale of the Products, without notice or compensation.
2.2 The Client is contractually bound as soon as its order is issued or our quote accepted. We are contractually bound only once we send the Client an acknowledgement of receipt of the order or once our Products are delivered.
2.3 Any additions or modifications to quantity, price, quality or dimensions must be confirmed by letter by the Client no later than two (2) working days following receipt of our order confirmation, which may lead to a change in the conditions of the original order. We reserve the right to bill the Client for the part of the order processed before the requested change.
2.4 Our order confirmation is subject to available stock and the Client’s credit rating report. We therefore reserve the right to refuse or modify orders, to make their execution subject to cash payment (on placing the order or on delivery) or to the provision of payment guarantees. The benefit of the order is personal to the Client and may not be assigned without our prior written consent.
2.5 Unless otherwise agreed, our prices are for the provision of Products at our premises (EXWorks – ICC Incoterms 2020), excluding VAT, by reference to the price applicable at the time of receipt of the order. VAT shall be added at the rate applicable at the time of delivery. Unless otherwise agreed, our prices include the labour, materials, products and components necessary for the fulfilment of the order.
2.6 At the request of the Client, we may arrange the carriage of the Products in its name and on its behalf. Our prices will then be increased by the shipping costs (transport costs, insurance, customs) to the place of delivery specified by the Client, negotiated by our company in the name and on behalf of the Client.
ARTICLE 3 – TRANSPORT, DELIVERY AND STORAGE
3.1 Delivery times and dates are indicative. Failure to deliver the Products in accordance with the indicated times and dates shall not authorise the cancellation of orders or the failure to pay by the agreed due dates and shall not entitle the Client to any compensation. The delivery time runs from the acknowledgement of receipt of the order by our company.
3.2 Products shipped and transported by a third-party carrier (whether or not contracted by our company) shall always travel at the Client’s risk.
3.3 The Client must check the delivered Products in the presence of the carrier, at the time of delivery, in the presence of the carrier. To be taken into account, any anomaly (missing or non-compliant product in relation to the delivery note and/or the order, damaged parcel, etc.) must be stated on the delivery note, accompanied by the signature of the Client and the carrier. Failing this, the delivery shall be deemed to be compliant.
3.3 In accordance with Article L.133-3 of the French Commercial Code, any reservations must be confirmed by registered letter with acknowledgement of receipt sent to the carrier and our company within 48 hours of delivery. The Client must record the usual reservations regarding apparent defects on the delivery note and carrier’s receipt. The Client also has a period of 8 days from delivery of the Products to express reservations as to the non-conformity or non-apparent defects that may affect the delivered Products. After this time, no claim may be accepted by our company.
3.4 From the date of availability communicated by us, the Products may be collected at no extra cost to the Client during a period of two weeks in the event of storage in the open air and one week in the event of storage under shelter (this being in any event limited to a period of no more than 14 days). After this period, the storage of Products or materials for the Client shall be invoiced according to the applicable rate, with any month started being due in full. Products will be stored under shelter only at the express request of the Client and according to the possibilities at the time.
ARTICLE 4 – WARRANTY, LIABILITY AND CLAIMS
4.1 Our Products are guaranteed for 12 months from the date of delivery and to comply with French regulations. We exclude any warranty and accept no liability for non-compliance with any other regulation or because of the Client’s failure to comply with the precautions for use detailed in the technical data sheets of the Products concerned or with the good practice guide on the storage and use of modified or unmodified wood.
4.2 In no event shall we be held liable for any alterations to the materials (in particular change in the colour of the wood or changes to the dimensions) that may occur during the manufacture of our Products.
4.3 IN ANY EVENT, OUR LIABILITY SHALL BE LIMITED TO THE REPLACEMENT OF DEFECTIVE PRODUCTS AND THE AMOUNT OF THE ORDER. IN NO EVENT SHALL WE BE LIABLE TO THE CLIENT FOR INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, SUCH AS, IN PARTICULAR, LOSS OF REVENUE, BUSINESS INTERRUPTION OR DAMAGE TO REPUTATION. THIS LIMITATION APPLIES TO ANY WARRANTY OR LIABILITY RELATING TO THE PRODUCTS, WHETHER ARISING UNDER FRENCH OR FOREIGN REGULATIONS, INCLUDING THE LEGAL WARRANTY OF CONFORMITY OR LIABILITY FOR DEFECTIVE PRODUCTS.
4.4 Products found to be defective shall be replaced at our expense, with our written consent. The Client agrees to destroy the defective Products in its possession under its responsibility and at its expense. The replacement of parts or Products during the above warranty period may not have the effect of extending the aforementioned warranty period. In no event may any claims justify a delay or refusal to pay our invoices.
4.5 TO BE ADMISSIBLE, ANY ACTION TO ENFORCE WARRANTY OR LIABILITY AGAINST OUR COMPANY MEANS THAT THE CLAIMS MUST BE NOTIFIED TO US BY THE CLIENT WITHIN THE AFOREMENTIONED EIGHT (8)-DAY PERIOD AND, IN ANY EVENT, THAT A LEGAL ACTION BE BROUGHT WITHIN ONE YEAR FROM THE DAY OF THE EVENT THAT IS THE SUBJECT OF SUCH ACTION.
ARTICLE 5 – RETENTION OF TITLE, RISKS AND RETENTION
5.1 THE TRANSFER OF OWNERSHIP OF OUR PRODUCTS SHALL BE SUBJECT TO PAYMENT IN FULL OF THE PRINCIPAL SALE PRICE, INTEREST, PENALTIES AND ANCILLARY COSTS, THEIR PAYMENT BEING DEEMED TO BE MADE ONLY UPON ACTUAL RECEIPT OF THE CORRESPONDING SUMS BY OUR COMPANY.
5.2 The Client shall inform us immediately of any measure, action, seizure, requisition, confiscation or any other measure that may call into question our rights of ownership in the Products. If the Client fails to make payment on a single due date, we may demand by registered letter with acknowledgement of receipt, without losing any of our rights, the return of the Products at the expense and risk of the Client. These provisions do not prevent the transfer to the Client, from when the Products leave our warehouses, of the risks of loss of and/or damage to the Products sold or any damage they may cause.
5.3 We reserve the right to exercise a right of retention over the Products or materials stored for a Client who remains in default of any sum due to us for any reason whatsoever.
ARTICLE 6 – PAYMENT TERMS
6.1 Unless otherwise agreed, payment shall be made in cash at the time the Products are made available and without discount. We may request a payment on account when an order is placed. No claim or dispute shall entitle the Client to suspend payment of the invoice. The Client is not entitled to any objection or set-off and has no right of retention in respect of our invoices.
6.2 In the event of late payment, and without the need for formal notice, orders in progress may, by operation of law, be suspended or terminated by our company, without prejudice to any action for damages. In the event of non-compliance with the agreed payment terms, even for a single due date, all sums due to our company by the Client shall become immediately payable. In the event of payment after the due date stated on the invoice, or after the time stipulated in these general terms and conditions, the Client, by operation of law, shall be liable, without any formal notice or reminder being necessary, to pay interest for late payment equal to three (3) times the statutory interest rate. In addition to the interest for late payment defined above, any Client who is late paying any amount due to us shall, by operation of law, owe us a fixed charge of 40 euros to cover debt collection costs, without prejudice to any claim for additional compensation upon presentation of the corresponding supporting documents.
ARTICLE 7 – PAYMENT GUARANTEE
7.1 We are the sole judges of any amounts outstanding that we agree to grant to a Client. We reserve the right to ask the Client to provide us with any appropriate guarantee, security or surety for covering its commitments. In the event of refusal or impossibility, or refusal under our credit insurance, we reserve the right not to honour the order or to demand payment in cash upon receipt of the order.
7.2 The Client having the status of principal company in the context of a contract must comply with the provisions of the law of 31 December 1975 on subcontracting and provide evidence of the completion of the formalities carried out. It must provide a bank guarantee equivalent to the amount of the contract, or failing this, formalise a subrogation of payment with the project owner. Manufacturing will only take place after acceptance of this guarantee and effective receipt of all related documents.
ARTICLE 8 – FORCE MAJEURE
8.1 Our company has no liability in the event of its failure to perform its obligations due to force majeure. In addition to the legal and jurisprudential definitions, force majeure means any event beyond our control such as strike, work stoppage or other industrial action by our staff or our suppliers or service providers, occupation of factories or premises, decision or lack of administrative authorisation, interruption or delay of means of transport, impossibility of supplying products, raw materials, parts or components, tooling accident, machinery breakdown or consequences of a health emergency or administrative closure of our facilities or those of our suppliers, particularly for health reasons.
8.2 If it is impossible to comply with our obligations due to force majeure, we will inform the Client as soon as possible and may, depending on the circumstances, either cancel the order or suspend its execution without the Client being able to claim compensation or cancel its order.
ARTICLE 9 – SUSPENSION AND TERMINATION OF THE CONTRACT
9.1 Any force majeure event shall, by operation of law, suspend our company's obligations and discharge us of those obligations if the effects of the event are definitive, without notice or compensation.
If the Client fails to fulfil its payment or guarantee obligations to our company, the order shall be suspended until those obligations have been fulfilled. If the obligations are not fulfilled within eight (8) days after formal notice has remained unheeded, the order shall be automatically cancelled.
9.2 If the Client fails to fulfil its obligations, we may cancel the order. Such cancellation will entitle our company to damages. If our company has manufactured all or part of the Products, the damages shall be the same amount as the value, excluding VAT, of the Products concerned. In other cases, the damages shall be 10% of the amount, excluding VAT, of the value of the Products ordered, as indicated in the order confirmation.
ARTICLE 10 – INTELLECTUAL PROPERTY AND CONFIDENTIALITY
10.1 The Client agrees to respect all of our intellectual property rights, including, without limitation, all EU patents, trademarks and designs, registered or not, drawings and models, copyrights, trade names, database rights and other sui generis rights, plans, computer files, know-how and, more generally, all rights, including copyright, literary property rights and other intellectual property rights, registered, in the process of being registered or unregistered (including therefore the right to register them), their potential renewals and extensions in terms of classes or territories, as well as any improvements thereto, as well as all visuals and texts published on our online ordering site and acknowledges that it does not hold any rights in or to them. It shall take all necessary measures so as not to harm our image or that of our Products. The Client shall ensure proper, respectful use, without addition or modification, of the graphic elements, logos, visuals of the Products, packaging and any other elements entrusted, where applicable, for promotional purposes.
10.2 In accordance with Directive (EU) 2016/943 of 8 June 2016 on the “protection of undisclosed know-how and business information”, we intend to protect, through business secrecy, our know-how, in particular with regard to the manufacture of products and distribution, which constitutes secret information insofar as it is only known by a limited number of persons and is not easily accessible to third parties. The Client therefore agrees to maintain absolute confidentiality regarding the information and any aspect of the know-how of which it may become aware during the negotiation or execution of orders, in particular concerning the specifications of our Products as well as the intellectual property rights related to the Products, services, packaging and commercial media and, more generally, industrial, intellectual and financial information relating to our company and/or our Products.
10.3 The Client guarantees compliance with this article by its directors, employees, partners, subcontractors and agents.
ARTICLE 11 – PERSONAL DATA
11.1 We are responsible for processing the personal data of the Client and its directors, employees, partners, subcontractors and agents who come into contact with us in the name and on its behalf (hereinafter the “Data Subjects”), in particular for the purposes of concluding and fulfilling orders, paying invoices, managing sales contacts, and managing rights and any disputes.
11.2 Data Subjects have a right of access, objection, rectification, limitation, withdrawal and erasure of data concerning them, the right to define instructions relating to the fate of their personal data after their death, the right not to be the subject of an automated individual decision, the right to portability of their data, and the possibility of lodging a complaint with the CNIL, French data protection authority. The Client agrees to communicate to the Data Subjects, at the latest at the time of collection of their data, the information contained in this article and our privacy policy made available to it and which may be sent to it by email on request. The Client agrees to indemnify us for any judgment made against us as a result of a breach by the Client of its obligations.
ARTICLE 12 - APPLICABLE LAW - JURISDICTION
12.1 These general terms and conditions, where applicable, supplemented by the special terms and conditions of supply and the orders placed by the Client are subject to French law.
12.2 ANY DISPUTE OR LITIGATION RELATING TO THESE GENERAL TERMS AND CONDITIONS, TO ANY SPECIAL TERMS AND CONDITIONS OR TO ANY ORDERS PLACED BY THE CLIENT AND, MORE GENERALLY, TO ANY DISPUTE BETWEEN US AND THE CLIENT, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURT HAVING JURISDICTION OF THE PLACE OF OUR REGISTERED OFFICE, EVEN IN THE EVENT OF SUMMARY PROCEEDINGS, MULTIPLE DEFENDANTS OR INTRODUCTION OF THIRD PARTIES.