General Conditions of Sale 2022

Application of the general conditions of sale - enforceability

These general conditions of sale are made available to the buyer who expressly accepts them on the Company's website (https://www.demeyeregroup.com), and sent to him, if he wishes, before any order is issued. The fact of placing an order implies the buyer's full and unreserved acceptance of these general conditions of sale. The information that may appear on all our other documents (such as brochures, catalogues, etc.) is only indicative. These clauses prevail over all those of the buyer, whether they are general purchase clauses or any sales contract between the parties (framework contract, implementing contract, etc.), unless formally accepted in writing by us. Any contrary condition invoked by the buyer shall therefore be unenforceable towards us, unless expressly accepted, regardless of when it is brought to our attention. The offers of SA Meubles DEMEYERE (hereinafter "the seller") are valid for one month, unless otherwise confirmed in writing. It is only after express acceptance by the seller of the buyer's order that the two parties are bound by the sales contract. Any firm order accepted by the seller implies that the buyer accepts these general conditions of sale. Any special conditions that may derogate from the general conditions of sale are only binding on the seller if it has expressly accepted them in writing. Any order consecutive to a price offer from the seller must specify the offer reference, characteristics of the products and their references and the desired quantities. Any request for modification or cancellation of an order made by the buyer can only be taken into consideration if it is received in writing by the seller within 42 days prior to the planned delivery date shown on the order confirmation. No modification or cancellation will be accepted for special orders (Commercial operations, product promotion, etc.) after their confirmation. The benefit of the order is personal to the buyer and cannot be assigned to a third party without the seller's written agreement. The seller retains full ownership of the intellectual property rights on all projects, studies and, more generally, documents of any kind sent to its customers; they cannot be disclosed, implemented or used in any way, without prior written authorisation.

Internationally (EU and third countries), all deadlines apply from the effective performance of the contract by the seller, as provided for in the Incoterm 2020 adopted.

1 - Prices

The list of prices used, in the absence of a special supply agreement, are those appearing on the price list in force on the date of the order. They exclude VAT. Nationally, if shipping is included and the delivery volume is insufficient, the transport price will be charged extra. All sales are free of delivery charges. The amounts of these free delivery charges as well as the minimum order amounts will be specified on a case-by-case basis according to the geographical distance, Incoterms used, etc. Any change in the system of taxes and duties directly or indirectly affecting the products sold will lead to a corresponding change in their invoicing.

The revision of prices according to changes in the costs of product components and inherent costs can in no case be a reason for cancelling the order. Price reductions must be subject to special agreements based, in particular, on turnover, type of customer, distribution method, and on other criteria such as quantity, periodic volume, etc. Our prices are subject to adjustment related to the application, under Article R543-247 of the Environmental Code, of a contribution to the cost of disposing furniture waste.

For international deliveries, prices will be set according to the 2020 Incoterm selected in the contract.

2 - Securing the order

Orders are only final after acceptance by the seller. The buyer must systematically inform the seller of any promotion of products (posters, TV adverts, flyers, catalogues, etc.) at least 16 weeks before the delivery date. Any order for specific products must be placed at least 16 weeks before the planned delivery date and cannot under any circumstances be cancelled or modified. For standard products, a six-month purchase forecast (excluding promotions), shared and validated with the customer and revisable on a monthly basis is requested, to best meet the expected deadlines. The order will be cancelled by the seller as of right, if necessary with damages:

In the event of non-payment of invoices when due,
If the buyer does not collect the products within the agreed period,
In the event of cancellation of the buyer's credit insurance.
In the event of a change in the buyer's situation such as, in particular, the sale or contribution of all or part of his business, death, incapacity, dissolution or change of form, even after partial performance of the contracts or orders.

3 - Packaging

Unless otherwise specifically indicated in the order, packaging and packing, if any, shall comply with the standard in use in the establishments of SA Meubles DEMEYERE. Any specific packaging requested by the buyer will be subject to additional invoicing. The delivery supports of our products (pallets) are the property of the seller.

4 - Delivery conditions

Nationally, if shipment is delayed at the buyer's request and the seller agrees, the items will be handled and stored at the buyer's expense and risk, with no liability for the seller. These provisions shall not affect the supply payment obligations and do not constitute any novation of the sales contract. It is incumbent on the buyer, when he himself is the recipient of the shipment, or his representative, when the buyer has the shipment sent to a third party, only to grant dated discharge to the carrier after having checked that the goods have been delivered to him within the normal time limits, in the proper quantities and in good condition.

In the event of damaged or missing items, for domestic deliveries, Articles 133-3 and 132-7 of the French Commercial Code will apply.

For international deliveries, the rules governing transport insurance apply by law.

5 - Delivery times

Delivery times indicated by the seller, whether contractual or confirmed when the order is placed, commence on the date of receipt of the order. Unless otherwise agreed, these times are provided for information only, and depend on the order of arrival of orders, the quantities ordered, availability and transport possibilities. If delivery periods are exceeded, this cannot give rise to the cancellation of the order, or to compensation. Even in case of formal acceptance by the seller of deadlines, which if exceeded would lead to penalties, the seller is not responsible for late delivery or non-delivery due to an event beyond its control preventing either the production, shipment or delivery of products.

6 - Returns

Nationally and internationally, unless otherwise agreed, no goods may be returned without our written consent. The costs incurred by this return will be borne by the party requesting it.

7 - Terms of payment

Unless otherwise stipulated in writing or in the case of public contracts, the products are payable within 30 days of the invoice date. The due date is indicated in the invoice. The payment of any amount due under the order will be made net of any withholding, deduction, charge or commission, apart from credit notes. The execution of supplies may be suspended or delayed, without any compensation being due by the seller, if the payment terms are not respected by the buyer or if the information he provides does not reach the seller on time. The price will be payable preferably by bank transfer. Where the seller considers that the buyer's situation so requires, it reserves the right to impose on the buyer any guarantees it deems necessary or to require payment prior to shipment. The buyer's refusal or inability to comply entitles the seller to cancel all or part of the orders and deliveries in progress, without compensation.

Any claim concerning invoicing must be notified to the seller in writing within 8 calendar days of the invoice due date. After this period, no claim will be taken into account by the seller. The choice of carrier by the seller does not alter the buyer's payment obligations. If the buyer imposes his carrier or special transport conditions, the seller is entitled to charge any extra transport costs it may incur.

8 - Warranties

The seller's products are guaranteed for domestic use. Unless otherwise specified, orders are executed in accordance with the applicable codes and standards, if any, and with the usual tolerances, in standard quality and without regard to the special use intended by the buyer. The receiver of the products at the time of delivery must immediately check the quantity, weight, size and quality. Products are guaranteed against material and manufacturing defects, without prejudice to the legal warranty against all consequences of hidden defects in the thing sold, which applies in any case. Nationally, this period is two years from the date of invoicing to the consumer. Internationally, this period is one year.

During this warranty period, all claims must be made no later than within two months after discovery of any non-conformity. The seller can only be obliged to replace the goods free of charge, within a reasonable period of time and without major inconvenience to the consumer, or to provide a credit note, without any other compensation.

Excluded from the warranty are all defects resulting from storage, assembly, installation or use of the products in conditions that are abnormal or non-compliant with standard practices or damage or accidents caused by negligence, incorrect handling, supervision or maintenance. In addition, this warranty will cease if the buyer performs himself or has a third party perform repairs or modifications on the products sold.

9 - Late payment

Any late payment of an invoice will give rise, automatically and without prior notice, to the invoicing by the seller of late interest equal to TEN (10) times the legal interest rate applied to the amount remaining due, including VAT in metropolitan France or excluding VAT for international sales. Late penalties are payable from the day following the payment due date indicated in the invoice, if the sums due are paid after this date.

In addition to the application of late penalties as mentioned in the previous paragraph, the seller will demand a fixed indemnity of €40 for collection costs in accordance with Articles 441-6 and D. 441-5 of the French Commercial Code. Furthermore, the seller reserves the right to cancel, 48 hours after formal notice by registered letter with acknowledgement of receipt which remains without effect, or any other proof provided for, all sales concluded with the buyer and not yet paid, and/or to suspend or cancel the execution of contract or orders in progress and to require a cash payment before the shipment of any further supplies, regardless of the conditions previously agreed.

10 - Force majeure or frustration clause:

In accordance with Article 1218 of the Civil Code, neither party will be deemed to have failed in the performance of its contractual obligations insofar as the performance of the contract is hindered or delayed by a force majeure event. War, strikes, epidemics, total or partial interruption of means of transport, shortage of raw materials, impediments resulting from administrative requirements concerning imports, exchange rates or domestic economic regulations, incidents and accidents of all causes resulting in the stoppage or all or part of the plants and, in general, any fortuitous or force majeure event automatically authorising the suspension of ongoing contracts or their late performance, without compensation or damages.

11 - Retention of title

The products sold remain the property of the seller until payment of the full price in principal and accessories and may be claimed. Until the price has been paid in full, the buyer undertakes to keep the delivered products so that they can be identified as belonging to the seller and not to mix them with other products from other suppliers. The buyer shall bear all risks that the products could suffer or cause after delivery, and take all measures to protect the seller's property rights. The buyer therefore undertakes to take out, upon receipt of the goods, an insurance policy covering the risks of loss, theft or destruction of the designated goods. In the event of receivership or judicial liquidation of the seller, it reserves the right to claim, within the framework of the bankruptcy proceedings, the goods sold and which have remained unpaid.

12 - Safety

Unless otherwise expressly and specially stipulated, the seller only guarantees the suitability of the product for the purpose for which it was designed, and not for any other use the buyer may make of the product. The user must comply strictly with the laws, regulations and requirements applicable to the products and their installation, and take the usual precautions for their use. In particular, he shall be responsible for all accidents and injury or damage resulting from faulty installation, use, handling or maintenance.

13 - Exclusion of indirect damage

Except in case of gross misconduct of the seller, it cannot be held liable for any indirect or non-material damage of any kind and, in particular, loss of use, loss of income or profits, loss of earnings, etc.

14 - Confidentiality and intellectual property

The buyer undertakes not to disclose any confidential information from the seller it may come to know during the execution of the order, in particular all data, all documents of any kind, technical and/or commercial, communicated by the seller in writing or verbally. The seller collects information concerning the buyer's employees and customers which is reserved for the use of its services (sales, accounting, logistics, etc.); this information is not communicated to third parties under any circumstances. The buyer has a right of access, rectification, opposition and deletion regarding his data. To exercise this right, he can contact the seller's services by post or email, specifying the purpose of his request.

15 - Cancellation - invalidity

In the event that any of the provisions of these General Conditions of Sale are declared null and void or deemed unwritten, all other provisions shall remain applicable.

16 - Applicable language and attribution of jurisdiction

Only the French language is binding. In case of dispute, only French law shall apply and the Commercial Court of LILLE shall have sole jurisdiction, regardless of the conditions of sale and agreed payment method, even in the event of the introduction of third parties, multiple claimants or defendants. Payments made or accepted do not imply any novation or derogation from this jurisdiction clause.

Meubles DEMEYERE: A public limited company (SA) with a Board of Directors with a capital of 10,000,000 EUR –
Registered office: 178 to 184, rue de la Prévôté – C.S. 30049 – F-59840 PÉRENCHIES R.C.S. LILLE B 323.140.392 – SIRET 323 140 392 00016 – APE 3109B – V.A.T. : FR 84 323 140 392 00016
Tel. +33 (0)3 20 08 51 70 – Fax +33 (0)3 20 08 51 80 – Mail france@demeyere.fr / export@demeyere.fr