GENERAL TERMS OF SALE FOR RETAILERS
Article 1:
Applicability of the general terms of sale - Enforceability
These general terms of sale (GTS) form the basis for all commercial negotiations and are always sent or issued to each Purchaser to enable him to place his order.
The GTS may possibly be accompanied by clauses from general purchasing conditions possibly issued by the Purchaser concerning aspects of the relationship other than price lists, payment terms, and in particular late payment/performance penalties, discounts and rebates, and special sales terms.
The fact that the Vendor chooses at a given time not to avail itself of any of these general terms of sale may not be interpreted as a renunciation on its part of its entitlement to subsequently avail itself of any of the said conditions.
The placing of an order constitutes acceptance of these GTS.
Article 2:
Orders
To be considered valid, the order must specify among other things the quantity, brand, type, and references of the products sold, in addition to the agreed price, the payment terms and the date and place of delivery or collection.
Even if booked via the Vendor’s representatives or employees, orders are only considered firm and final when they have been confirmed in writing (via the sending of the Vendor’s order confirmation, by e-mail, and after the payment of a down payment.
In the event of any shortages, the supplier will process orders based on their order of arrival and in as far as availability permits.
Any order must be for a minimum of units per item, according to the following quantities :
- 2 or 3 items minimum for each scarf of the same pattern and colour
- 4 items minimum for each beach towel of the same pattern and colour
- 2 items minimum for each garment of the same model, pattern and colour
- 2, 3 or 4 items minimum for each other accessory of the same pattern and colour
Any order must be for a minimum order value of €1.500 ex VAT.
A restocking order related to a previous order for the same season will not be subject to any minimum purchasing requirements.
The benefit of the order is personal to the Purchaser and may not be transferred without the Vendor’s consent.
No modifications or cancellations concerning the order requested by the Purchaser will be considered upon expiry of a 10-day period following the date of receipt of the order confirmation.
Article 3:
Prices
The prices for the merchandise sold are those applicable on the date on which the order is placed. The prices are expressed in euros and are ex-tax.
The price list is shown in the catalogue supplied to the Purchaser to enable him to place his orders.
Unless a special agreement to the contrary applies, the prices are net, do not include carriage, and are ex-tax based on the prices provided to the Purchaser.
Consequently, the VAT and carriage costs applicable on the order date will be applied as extras.
Any tax, duties or other sums to be paid pursuant to French regulations or those of an importing country or transit country will be borne by the purchaser
Article 4:
Payment terms
Merchandise are paid in cash and without delay. A proforma invoice is drawn up prior to each delivery and sent at least 15 calendar days prior to the planned data of delivery.
Payment time is set at the eighth day following the date of issue of the proforma invoice.
The orders are paid for by cheque or bank transfer.
Unless agreed otherwise, payments will in accordance with to the following conditions:
- Payment of the down payment upon receipt of the order confirmation form;
- Payment of the balance prior to the shipment of the merchandise upon presentation of the relevant proforma invoice.
VAT free purchases delivered outside the EU may be paid up to 10 days as from the date of issue of the proforma invoice. No merchandise will be delivered prior to the full payment of the relevant proforma invoice.
In the case of deferred payment, the simple provision of a commercial instrument or cheque implying an obligation to pay will not be considered as constituting payment, but only their actual payment at the agreed payment due date.
No discounts or rebates will be granted for early payment.
Article 5:
Late payment
In the event of a late payment, the Vendor may suspend the orders underway, without prejudice to any other action it may choose to take.
Any sum remaining unpaid at the payment due date shown on the invoice will automatically lead to the application of penalties equivalent to three times the official interest rate, as from the day following the payment due date shown on the said invoice.
The late payment penalties are payable after an initial reminder. Fixed compensation of €40 is also payable as a contribution to collection costs.
This penalty is calculated based on the VAT-inclusive sum remaining due, and will be applied as from the date on which payment of the asking price becomes due, with no prior notice required.
Unless specially agreed otherwise, the total cost of this late payment interest will be automatically deducted from any rebates, discounts or reductions owed by the Vendor.
Article 6:
Cancellation clause
Should payment not be received eight days following the issuing of formal notice to comply, this remaining unheeded, the sale will be terminated as of right at the discretion of the Vendor, who may initiate summary proceedings to obtain the return of the products, without prejudice to any other damages pursued. The cancellation will affect not only the order concerned but also all previous unpaid orders, whether these have been delivered or are in the process of delivery, and whether their payment is already due or not.
In the event of payment by commercial instrument, a failure to return the instrument will be considered as a refusal of acceptance comparable to a failure to pay. Similarly, when the payment is staggered, the failure to pay a single instalment will result in the entire debt immediately becoming due, with no notice required.
In all of the aforementioned cases, all sums due for other deliveries, or for other reasons, will immediately become due if the Vendor decides not to cancel the corresponding orders.
Under no circumstances may payments be suspended, offset or adjusted in any way without the Vendor’s prior written consent. Any part payment will be initially offset against the non-senior part of the debt, and subsequently against the sums outstanding the longest.
The Vendor grants no discounts or rebates for payment in cash or payment on a date prior to that resulting from the general terms of sale.
Article 7:
Risks and Retention of title clause
The Purchaser will assume all risks from the moment the goods are shipped from the Vendor’s warehouses, even in the case of sales made on a carriage paid basis.
Accordingly, the merchandise travels at the Purchaser’s risks, with the Purchaser being required to issue all comments, observations and reservations, and to take all necessary action vis-à-vis the haulier concerned in the event of any missing or damaged items or losses.
The company Elsa POUX – MAPOESIE SARL retains ownership of the goods sold until payment in full of the asking price, including both the main sum and the accessory charges. Consequently, if the Purchaser is subject to administration or liquidation proceedings, during the collective proceedings the company Elsa POUX – MAPOESIE SARL reserves the right to demand the return of all merchandise sold, which has not yet been paid for.
In the event of the seizure of this merchandise by third parties, the Purchaser is required to inform MAPOESIE immediately. Despite the application of this retention of title clause, the Purchaser will assume all risks during transportation and after the delivery of the merchandise to his premises. He will also assume the cost of any possible insurance he takes out to cover these risks.
Article 7 B:
Brand labels
The delivered merchandise is fitted with brand labels and brand markings. Unless agreed otherwise, the Purchaser may not remove or modify these labels or markings in any way or form
Article 8 : Delivery
Delivery will be made via the direct handover of the order at the location mentioned by the Purchaser on the order form.
The products are delivered carriage paid or cash on delivery at the agreed location.
The delivery lead times and deadlines mentioned when the order is placed are provided for information purposes only and are not guaranteed. Deliveries are only made subject to availability and based on the order of arrival of the orders. The Vendor is authorised to make either complete or partial deliveries.
The delivery lead times and deadlines are provided as accurately as possible but are subject to the Vendor’s supply and transport availability.
If delivery deadlines or lead times are not met, this will not result in the payment of any compensation or damages, in any holdbacks or in the cancellation of orders underway.
The ordered products travel at the Purchaser’s risk. The Purchaser should record any necessary comments and observations concerning damaged or lost items on the delivery notes for the products and confirm these in writing within the five days following delivery, by registered letter with acknowledgement of receipt.
It is the Purchaser’s responsibility to supply any proof concerning the reality of the defects or anomalies noted. He must provide the Vendor with every possibility to verify and observe these defects and to rectify them. He agrees that he will not carry out work himself or have a third party carry out work to this end.
Any product returns must be formally agreed between the Vendor and the Purchaser. Any product returned without this agreement will be made available to the Purchaser for collection and will not result in the issuing of a credit note. The cost and risk of the return are always borne by the Purchaser.
No returns will be accepted more than 15 days after the delivery date.
The merchandise sent must be accompanied by a return slip to be attached to the pack and must be in the same condition as when the supplier delivered it.
Any returned goods accepted by the Vendor will result in the issuing of a credit note to the Purchaser, following a qualitative and quantitative inspection of the returned products. Returns which do not comply with the above-mentioned procedure will result in the Purchaser losing the down payments he has already made.
In the case of a visible defect or conformity issue affecting the delivered products, duly observed by the Vendor in accordance with the above-mentioned conditions, the Purchaser may obtain a free replacement or refund for the products at the Vendor’s discretion, to the exclusion of any compensation or damages.
Article 9:
Guarantee
The products are covered only by the legal guarantee of conformity, to the exception of any others.
Under the terms of this guarantee, the only obligation incumbent upon the Vendor will be, at its discretion, the free replacement or repair of the product or of the item acknowledged as defective by the Vendor, unless this solution proves impossible or disproportionate. To benefit from the guarantee, a product must first be referred to the Vendor’s after sales service department whose approval is required for any replacement. Any possible carriage costs are borne by the Purchaser, who cannot claim any compensation in the event that the goods are immobilised due to the application of the guarantee.
The guarantee will not apply for visible defects. It also excludes defects and deterioration caused by natural wear and tear or by an external accident or a modification of the product which has not been planned or specified by the Vendor.
Article 10:
Counterfeiting
Pursuant to the applicable laws, on pain of legal action the Purchaser is prohibited from totally or partially reproducing the models he has purchased or has seen. Furthermore, he may not provide third parties with information allowing for the total or partial reproduction of these models, in which case he will be considered as an accessory to counterfeiting.
Article 11:
Protection of professional personal data
Professional personal data is, in particular: title Mr/Ms./Miss/ Mrs, last name, first name, professional e-mails, professional telephone numbers of individuals/ employees of the Purchaser. MAPOESIE is the direct controller of the professional personal data. Mrs Ségolène KOSMAN (pro@mapoesie.fr) is the data protection officer within MAPOESIE.
All professional personal data is stored according to appropriate technical and organisational measures in accordance with the applicable law over a ten year period as from the issue of the last invoice in the Purchaser’s name. The Purchaser has the right to access his or her professional personal data and to request that it be rectified, completed or updated. He or she may also submit a request for the erasure of professional personal data to the data protection officer.
Article 12:
Jurisdiction - Dispute resolution
Any dispute concerning the interpretation or implementation of the general terms of sale is subject to French law.
Should no amicable settlement be forthcoming, the dispute will be heard by the Tribunal de Commerce (Commercial Court) of Paris.