TERMS AND CONDITIONS
1. Purpose
These general terms and conditions of sale detail the rights and obligations of Mr Borgne and Mr Chardon (hereinafter referred to as the seller) and his client. Any sale made by Messrs. Borgne and Chardon therefore implies the unconditional acceptance of the client by these general terms and conditions of sale. The general terms and conditions of purchase of our clients cannot be used against us.
If one of the clauses of these general terms and conditions were to be null and void or cancelled, the other clauses would not be cancelled. The fact that the seller does not apply at a given time any clause of these general terms and conditions cannot be interpreted as a waiver of the right to subsequently invoke the said general terms and conditions of sale.
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2. Order
Orders must be written and delivered either directly, by post or electronically. Any order must include:
• The full name and precise address of the customer,
• The legal form and intra-community VAT number (for companies),
The desired delivery times, the delivery address, the delivery terms, the price and the payment terms.
Any quote marked "good for agreement", dated and signed by the customer constitutes a firm and final order. The validity period of the quote is indicated on it, beyond this period, the seller is no longer required to accept an order under the conditions set out in said quote.
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3. Order confirmation
Even in the absence of a written order from the customer, the payment of a deposit and/or acceptance of the goods constitutes confirmation of the order and the unconditional acceptance of these general terms and conditions of sale by the customer.
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4. Shipping time
The delivery time indicated when the order is registered is given for information purposes only, it begins to run from the date the seller is in possession of the customer's purchase order or the quote and these general conditions accepted by the customer, the deposit set in the terms of the quote and all documents necessary for the execution of the order.
A delay in shipping cannot be considered as a reason for termination of the sales contract nor give rise to the payment of damages, late payment penalties or cancellation of the order. The seller reserves the right to make split shipments.
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5. Shipping
Shipping is carried out:
• either by sending a notice of availability to the manufacturing workshop for the attention of the customer,
• or at the place indicated by the customer on the purchase order or quote.
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6. Transport
Sales are ex-works, unless otherwise stipulated in the quote. Consequently, transport and insurance costs are the responsibility of the customer. The transport risk is borne in full by the customer, who is responsible for insuring the goods.
The goods are packaged in such a way as to comply with the standards in force and to ensure optimum protection during transport. Packaging costs are specified in the quote.
The customer must check the shipments upon arrival. In the event of missing or damaged goods during transport, the customer must make all necessary reservations on the delivery note upon receipt of said goods. These reservations must also be confirmed in writing within 3 days (not including public holidays) following delivery, by registered letter with acknowledgement of receipt (Article L133-3 of the French Commercial Code). The words "subject to unpacking" and "subject to assembly" will not be accepted.
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7. Non-conformity
Possible nuances of colors, shapes or dimensions do not constitute non-conformity. Imperfections in the surface or shape are a sign of manufacturing entirely carried out by hand.
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8. Return of goods
The return of goods, in the event of non-conformity or apparent defects, may only be made with the written agreement of the seller and in no case beyond a period of 7 (seven) days after receipt of said goods. No return of custom-made parts may be accepted.
In the event of a return, the return of the goods by the seller will only be accepted on the condition that the apparent defects or non-conformity are established. The return will then result in a standard exchange for the benefit of the customer. The return and re-delivery costs will then be borne by the seller.
Any return of goods not previously accepted or return for which the apparent defects or non-conformity are not established, will be held at the disposal of the customer and will not give rise to a standard exchange, nor to the establishment of a credit note. The return costs will then be borne by the customer.
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Special features for resellers: shops, galleries
Products ordered for deposit/sale are the subject of a precise deposit sheet produced by Messrs. Borgne and Chardon, co-signed and dated upon receipt of the products by the reseller. The prices and percentage on sale invoiced by said reseller will be specified by contract with the reseller, the public prices of the products will be noted on the deposit sheet. Mr Borgne and Mr Chardon invoice the reseller, after receipt of the sales sheet, at the end of each month, the amount of the pieces sold at public price. The reseller pays upon receipt of the invoice (by check or transfer) the said invoice and invoices in return the expected amount of its commission on sale. Messrs. Borgne and Chardon undertakes to pay this commission upon receipt of the invoice subject to payment of the Borgne and Chardon invoice for public sales.
In the event of "sales" or "discounts" by the reseller of the products placed on deposit, the percentage reduction in public prices will in no way impact the price invoiced by Messrs. Borgne and Chardon. The reduction will be fully covered by the reseller. Returns of unsold products will be made at the end of the period jointly decided by contract with the reseller. The costs of packaging and transporting the products back are the responsibility of the reseller. The reseller undertakes to ensure that the products shipped are packaged in such a way as to comply with the transport standards in force, and to ensure optimal protection of the products during their delivery. When returning a product, if we find that the product is returned to us damaged, in the event that it is impossible to resell the product as is, Mr Borgne and Mr Chardon may decide to invoice the reseller for the product. In this case, the workshop undertakes to provide the reseller with the necessary parts (photos, etc.) so that the latter can take the steps it deems appropriate with the carrier. 9 – Prices
The prices of the goods sold are those in effect on the day the order is placed. They are ex-works, in euros and excluding taxes (VAT not applicable, art. 293B of the CGI). The seller reserves the right to modify its prices at any time. However, the supplier undertakes to invoice the goods ordered at the prices indicated when the order is registered.
10. Discount
No discount will be granted in the event of early payment.
11. Payment terms
Orders are paid by bank transfer. The seller may request, depending on the order, payment in installments. The terms are defined on the pro-forma. To validate the order, the customer must pay a deposit of 50% of the total amount, the balance to be paid before the goods are shipped.
In the event of a change in the customer's situation (change of structure, default or late payment, bankruptcy, dissolution, death), the seller reserves the right to remove any payment terms granted, to suspend current orders, to require guarantees or, failing that, to cancel the order.
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12. Late payment
In the event of non-compliance with the payment deadline appearing on the invoice, as a penalty clause and for the application of law NRE No. 2001-420 of 15/05/01 and articles L441-3 and L441-6 of the French Commercial Code, the customer will automatically be liable for a penalty for late payment, payable without any reminder being necessary. The interest rate for penalties is set at 3 times the legal interest rate and is calculated on the entire amount due, it is subject to VAT. In addition, a fixed compensation for recovery costs, in the amount of €40, will be due, automatically and without prior notification, in the event of late payment. The seller reserves the right to ask the customer for additional compensation if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.
In the event of non-payment on any of the due dates, the other due dates will become immediately due.
13. Termination clause
In the event of non-payment, 48 hours after a formal notice has remained unsuccessful, the sale will be terminated automatically and may give rise to the allocation of damages in favor of the seller. The termination will affect not only the order in question, but also all previous unpaid orders whether they have been delivered or are in the process of being delivered, and whether their payment is due or not. The amounts that would be due for other deliveries, or for any other reason, will become immediately payable if the seller does not opt ​​for the termination of the corresponding orders. The customer shall reimburse all costs incurred by the contentious recovery of the amounts due, including the fees of ministerial officers.
14. Retention of title
The seller retains ownership of the goods sold until full payment of the price, principal and accessories. As such, if the customer is subject to receivership or liquidation, the seller reserves the right to claim, as part of the collective procedure, the goods sold and remaining unpaid.
15. Intellectual property
The names LA PALETTE and LA BRUTALE as well as all illustrations, images, logos are the exclusive property of the seller. Any partial or total reproduction, modification or use of the name, illustrations, images and logos for any reason or on any medium whatsoever, without the express, written and prior consent of the seller is strictly prohibited.
16. Advertising rights
The seller reserves the right to mention the name of its customers on its external communication and advertising documents (website, portfolio, etc.) and during commercial prospecting solicitations.
17. Force Majeure
The liability of the parties will be fully released if the non-performance by one or the other of part or all of the obligations imposed on it results from a case of Force Majeure.
Initially, cases of Force Majeure suspend the execution of the contract and the parties meet to determine the terms of continuation of their relations. If the cases of Force Majeure last for more than one (1) month, the contract will be terminated automatically, unless otherwise agreed between the parties.
The following are expressly considered to be cases of Force Majeure or fortuitous events, in addition to those usually accepted by the case law of the French Courts and Tribunals: blockage, disruption or congestion of telecommunications networks, poor quality of the electrical current, blockage of means of transport or supply for any reason whatsoever, bad weather, epidemics, earthquakes, fires, storms, floods, water damage, governmental or legal restrictions, as well as legal or regulatory changes to the forms of marketing.
18. Competent Court
Any dispute relating to the interpretation and execution of these general terms and conditions of sale is subject to French law. In the absence of an amicable resolution, the dispute will be brought before the Commercial Court of Bourges (France).
The customer acknowledges having read these general terms and conditions of sale and accepts them without reservation.