1.1 The following terms & conditiosn apply, without restriction or reservation to the products sold by the company ATHEZZA (Simplified joint stock company with a capital of € 351,092.30, whose head office is located at Mas de Mèze, Chemin de l ' Ancien Gare, 30700 UZES, registered with the RCS of NÎMES under number B 384 776 829), as described in the order signed by the Customer (hereinafter referred to as the Products).
1.2 ATHEZZA is registered in the National Register of furnishing marketers under the number 0121985-0003. This number guarantees that ATHEZZA, by joining Éco-mobilier, is in compliance with the regulatory obligations incumbent on it, in application of the Article L541–10–6 of the Environmental Code.
1.3 Sales of Products are exclusively reserved for professionals, acting within the framework of their professional activities, to the exclusion of all sales to consumers.
1.4 Unless clearly permitted in writing by ATHEZZA, sales of Products are made under the following terms & conditions, which cancel any contrary clause appearing on order forms, general purchasing conditions or customer correspondence.
1.5 The information given in catalogs, prospectuses, etc… are given for information purposes only and can in no way be considered as an offer from ATHEZZA. The Products offered for sale in the catalogs are described and presented with the greatest accuracy. If, despite all precautions taken, errors may have occurred, no compensation will therefore be due to the customer.
1.6 ATHEZZA reserves the right to make changes to all Products at any time, without any obligation to change the Products previously delivered or in the process of being ordered.
2.1 The validation of an order implies the unconditional acceptance of these terms & conditions.
2.2 ATHEZZA reserves the right to modify these terms & conditions at any time and without prior notice. The terms & conditions applicable to the customer will be those in force on the day of the customer's order.
2.3 Any order is deemed firm and final after validation; it cannot be modified or canceled without the written consent of ATHEZZA.
Product offers are proposed to the customer within the limits of available stocks. In this context, indications on the availability of the Products will be provided to the customer when ordering. No error on this availability can lead to the responsibility of ATHEZZA. In case of unavailability of the ordered Product, ATHEZZA will inform the customer without delay by telephone, email or fax.
4. CUSTOMER/RESELLER/DEALER'S OBLIGATIONS
4.1 In the context of a resale of the Products, the customer agrees to only resell the products to end customers. The customer is free in his pricing policy while respecting the image of excellence of the Products. The customer agrees not to practice any price promotion by using the Products as a lead product in circumstances likely to damage the image of the Products and its brands or the reputation of excellence of the Products. For this purpose the customer agrees not to associate the Products with the terms "discount store", "clearance sale" or "discount".
4.2 The customer refrains from any resale of the Products on the internet, through third party platforms or market places.
4.3 The customer agrees to comply with the legal obligations for the recovery and disposal of waste from furnishings. ATHEZZA reserves the right to ask the customer at any time for proof of the measures taken for the recovery of used Products. The customer will be required to pass on the cost of disposal of this waste to its own customers without discount or margin. This cost must appear on its invoice under the price of the Product concerned, denominated in exclusive of tax (HT) and inclusive of tax (TTC).
5. DELIVERY / DELAYS / COMPLIANCE
5.1 The Products always travel at the risk and peril of the customer, even in the event of a free of charge shipment, and even if the transportation methods are chosen and organized by ATHEZZA. The transfer of risk always takes place from the ATHEZZA warehouse in UZES.
5.2 Transportation costs are at the responsibility of the customer except for free of charge shipping.
5.3 Sales in mainland France and Corsica are free of charge starting from € 1,500 per order excluding tax. For all shipments of less than this amount, the customer will be invoiced for a participation (in respect of transport and packaging costs) of 9% of the amount of the order excluding tax.
5.4 Unless otherwise stated on the order form, all sales made in overseas French departments and territories as well as abroad are carried out in ex works (Incoterms 2010), ex works from the ATHEZZA warehouse in UZES, FRANCE.
5.5 The delivery times indicated on the order form are only given for informational purposes. Any delays cannot justify the cancellation of the order or the refusal of the Products and cannot lead to a claim for damages or legal action.
5.6 ATHEZZA reserves the right to split deliveries of the Products.
5.7 ATHEZZA reserves the right to cancel any remaining customer orders at any time in the event of unavailability of the Products, subject to informing the customer in advance.
5.8 A delivery slip to be signed will be given to the customer upon collection and/or delivery of the Products.
5.9 If the collection of the Products is at the responsibility of the customer and he does not proceed with the collection after Products are made available, ATHEZZA may place the Products in storage at the customer's expense or terminate the contract in accordance with article 13 above. below.
5.10 Upon delivery and in the presence of the transporter/carrier, the customer must check all the packages (poorly wrapped or torn pallets, damaged packages, loaded in poor condition, etc.). In the event of any damages, a written complaint must be made to the transporter/carrier on the delivery note. The complaints written on the delivery note as well as any new complaint must be notified by the customer to the transporter/carrier through a registered letter with an acknowledgement of receipt within three (3) days, not including public holidays, to exercise his recourse towards the transporter/carrier under the conditions of article 133-3 of the Commercial Code.
6. GUARANTEE / WARRANTY / CLAIMS / NON-CONFORMANCE
6.1 ATHEZZA excludes any guarantee for apparent defects which the customer has not claimed within the period of 5 days mentioned in article 6-3 below.
6.2 Defects or deterioration caused by storage of the Products in unsuitable conditions are excluded from any guarantee.
6.3 The customer is required to ensure the conformity of the Products delivered within 5 days of receipt of the Products. In the absence of a written complaint (by email) within this period, the customer will be deemed to have recognized the conformity of the Products from his order. ATHEZZA excludes any guarantee for the defects which the customer would not have taken advantage of within this period of 5 days.
6.4 In the event of non-conformance, the customer must send a complaint within the aforementioned period of 5 days, specifying the item (s) concerned, the nature of the defect, the quantity concerned, the batch or box number as well as photos. The customer must keep all or parts of the non-conforming Products at his expense until ATHEZZA authorizes them to be destroyed or until ATHEZZA recovers them.
6.5 The prior agreement of ATHEZZA's sales department is necessary before any return of a non-conforming and/or defective Product. The return of non-conforming and/or defective Products is the responsibility of ATHEZZA.
6.6 In the event of non-conforming Products, ATHEZZA may, at its sole option, replace or reimburse the non-conforming Product. In the event of non-conformance, the costs of sending replacement Products are the responsibility of ATHEZZA.
6.7 In all cases, ATHEZZA's liability will be limited to the amount paid by the customer for non-conforming Products during the 12 months preceding the damage.
6.8 ATHEZZA excludes all liability for indirect damage suffered by the customer, such as, but not limited to, loss of income, turnover, loss of profits, loss of image, of any kind whatsoever.
6.9 Any action by the customer against ATHEZZA relating to the conformity of the Products will be prescribed within one year from the day of discovery of the fact giving rise to the action.
7. RETENTION OF OWNERSHIP
7.1 ATHEZZA retains ownership of the Products delivered until the actual receipt of all sums owed by the customer for any reason whatsoever. However, the customer, as custodian of the Products, assumes all responsibility and risks of the Products.
7.2 The customer must insure the Products for which he is the custodian and provide the corresponding insurance certificate if ATHEZZA asks him to.
7.3 In full right, ATHEZZA may, as soon as a payment incident occurs, demand the return (at the expense and risk of the defaulting customer) of the product delivered, and this without formal notice. The sale will be automatically terminated and the prepaid deposits will remain acquired by ATHEZZA in return for the use of the products from which the customer would have benefited from.
7.4 In the event of a claim, the Products in stock with the customer are deemed to be those corresponding to the most recent invoices.
7.5 In the event that the Products are resold, the original customer will be deemed to have made this sale on behalf of ATHEZZA, as agent, selling the goods and collecting the amount of the sale price in the name and on behalf of ATHEZZA.
8. PRICES / DISCOUNTS
8.1 The prices are specified on the order form. ATHEZZA reserves the right to modify them at any time and without notice. The prices are nevertheless invoiced to the customer according to the prices on the day of the order.
8.2 All prices are net, in € euros, excluding taxes, including packaging, from the ATHEZZA warehouses. VAT at the rate in effect on the date of the invoice will be applied to all prices, excluding legal VAT exemption.
8.3 The customer agrees to bear all bank charges and other commissions, taxes, taxes collected by any establishment and/or authority in the event of a payment from a foreign account. The price received by ATHEZZA must be the price as shown on the invoice, without any deduction or withholding.
8.4 Any tax on the Products relating to the collection and recycling of waste will be invoiced, without margin or discount, in addition to the sale price. The tax will be invoiced at the rate in force on the day of delivery of the Products, including in the event of a variation in this tax between the order date and the delivery date.
8.5 Discounts or rebates granted to the customer on any purchase of Products will only be deemed acquired after full payment by the customer of all sums due to ATHEZZA. Any possible dispute of an invoice must be sent to ATHEZZA by registered letter with acknowledgment of receipt within 5 days of its receipt by the customer; failing to do so, the invoice is deemed to be definitively accepted by the customer.
8.6 The customer renounces in any case to invoke the provisions of article 1223 of the Civil Code to benefit from a price reduction.
9. PAYMENT TERMS
9.1 Unless otherwise stated on the order form, invoices relating to sales made in mainland France and Corsica must be paid to 50% upon signing the order form and the balance upon delivery of the Products.
9.2 Unless otherwise stated on the order form, invoices relating to sales made in French overseas territories and abroad must be paid in full when ordering.
9.3 Unless otherwise stated on the order form, sales are paid by check, bank transfer or by LCR within 30 days of the end of the month.
9.4 In the event of an early payment, the customer will be granted a 2% discount.
9.5 In no case, can the customer on his own initiative to offset sums which would be due to him with sums which would be due to ATHEZZA for the sale of Products.
9.6 ATHEZZA may at any time offset sums due to the customer for discounts or rebates with sums which would be due to ATHEZZA.
Any request for a duplicate of documents (delivery slip, invoice or other) after their issue will be invoiced at 5 euros including tax per duplicated document.
10. LATE / NON-PAYMENT
10.1 Any late payment authorizes ATHEZZA to suspend all orders and deliveries in progress, to modify the conditions granted up to the incident, without prejudice to any other course of action.
10.2 Any delay in payment entails, unless an exceptional postponement granted in writing, the automatic invoicing of a late payment penalty equal to the refinancing rate of the ECB, increased by 10 points, as well as a fixed penalty for recovery costs, fixed at 40€ euros. The late payment penalty runs from the due date to the date the payment is received.
10.3 Failure to pay one single invoice by its due date results in all invoices becoming immediately payable.
10.4 Any invoice received in a contentious manner may be increased as a penalty clause, within the meaning of article 1229 of the Civil Code, by an indemnity fixed at a flat rate of 10% of the sum remaining unpaid, in addition to the costs of recovery of justice and late penalties. All procedural and / or litigation costs resulting from late payments are at the responsibility of the customer.
11. MAJOR FORCE / UNEXPECTED CASES
11.1 ATHEZZA reserves the right to suspend and / or cancel orders without compensation when a case of force majeure prevents normal execution. The events of total strike, lock-out, fire, flood, damage to equipment, riot, delay in delivery from suppliers, power outage, either at ATHEZZA, or at suppliers or carriers, will in particular be considered as cases of force majeure, even if they are only partial.
11.2 The customer waives the right to request a review or resolution of the sale from the judge in the event of a change in circumstances which were unforeseeable when the sale was concluded, even if this change makes its execution excessively onerous under the conditions of article 1195 of the Code. Civil.
12.1 The Products offered comply with current French legislation and standards applicable in France. ATHEZZA nevertheless reserves the right to recall any Products or cancel any orders in progress if the Products contravene the regulations in force in France or previous intellectual property rights. These decisions may not entail any liability for ATHEZZA, with the exception of the reimbursement to the customer of the sums paid for the recalled Products.
12.2 The responsibility of ATHEZZA cannot be engaged in the event of importation of a Product into a third country. It is the customer's responsibility to comply with local rules for importing or using the Products. ATHEZZA cannot guarantee that Products exported abroad do not infringe prior intellectual property rights (trademarks, copyright, etc.) in the export territory. ATHEZZA excludes all liability if the Products exported by the customer infringe third party intellectual property rights.
13. CANCELLATION CLAUSE
ATHEZZA may terminate any order if the customer breaches any of his commitments. In this case, ATHEZZA must, by registered letter with acknowledgment of receipt, give the customer formal notice to respect his commitments and give him fifteen days to do so. At the end of this period and if the customer has not complied with his obligations, ATHEZZA may note the termination of the order by means of a second registered letter with acknowledgment of receipt. Notwithstanding the prior requirements, ATHEZZA may automatically and without notice terminate all orders in progress and refuse all new orders from the customer, if the latter does not comply with his obligations as a reseller, as indicated in Article 4 above.
14. INTELLECTUAL PROPERTY
14.1 ATHEZZA is the sole owner of the intellectual property rights (designs and models, copyrights, etc.) relating to the Products. The customer agrees not to depreciate or infringe, in any way whatsoever, brands, logos and others distinctive signs on the Products.
14.2 No provision hereof, nor any sale of Products can be considered as including a transfer of the intellectual property rights on the Products for the benefit of the customer, except contrary stipulation duly accepted by ATHEZZA. The customer is prohibited from filing any intellectual property rights on the Products in France or abroad. Any reproduction or imitation of the Products without the authorization of ATHEZZA will be prosecuted for infringement in accordance with the provisions of the Intellectual Property Code.
14.3 The customer refrains from using the brands of the Products as a name or corporate name, trade name, sign or domain name. He also undertakes to ensure that no confusion can be created in the minds of anyone, and in particular of customers, as to their status as an independent trader. The Authorized Distributor is prohibited from registering, in the whole world, one or more brands, identical or similar to the brands linked to the Products, which may cause confusion with the Products.
15. PROTECTION OF PERSONAL DATA
15.1 As part of the process of customer orders, ATHEZZA is required to collect and process personal data based on contacts, physical people from the customer. (hereinafter the Contact) (title, surname, first name, telephone number (landline and mobile), fax, email address) (hereinafter the Data). The customer must ensure that the Data provided by the Contact is data for professional use.
15.2 The purpose of this process is to manage commercial relations between the customer and ATHEZZA and to send information relating to the Products.
15.3 This Data may be transmitted to service providers (subcontractors) as part of the management of the commercial relationship with the client, the monitoring (commercial, accounting, IT, etc.) of sales made with the client and the sending of information / advertisements on the Products. The data of our contact may only be transferred to member countries of the European Union or to countries ensuring a sufficient and appropriate level of data protection. The Contact may object at any time to the processing of Data concerning him and for the sending of commercial information by writing to us at the following address: Athezza SAS - ZI du Mas des Mèze - 30700 Uzès - France
15.4 The Data will be kept for 5 years after the end of the commercial relationship with the customer. Some Data will be kept as archive in accordance with the legal provisions applicable to accounting documents.
15.5 The Contact has a right of access, rectification, limitation, opposition, erasure and portability of the Data concerning him under the conditions set by the laws and regulations in force in France. The Contact can also inform ATHEZZA of its post mortem directives concerning the fate of the Data concerning it. To exercise this right, the Contact must send an email to the following address: Athezza SAS - ZI du Mas des Mèze - 30700 Uzès - France detailing their request. A response will then be sent to him within one (1) month, possibly extended by two (2) months following receipt of the request.
15.6 In the event of a complaint, the Contact may reach out to the Commission Informatique et Libertés (CNIL) on its website www.cnil.fr or by post at the following address; 3 place de Fontenoy, 75334 Paris Cedex 07.
The customer agrees to keep confidential all information and documents that ATHEZZA sends to him under these terms & conditions and not to disclose it to a third party without the prior consent of ATHEZZA. This confidentiality commitment will remain valid for the duration of the commercial relations and at the end of these relations for a period of five (5) years.
17.1 ATHEZZA may freely give away the customer's current sales contracts subject to prior written notification to the customer.
17.2 All product orders are personal, the customer is prohibited from giving away, in any form whatsoever, the rights and obligations of a product order to a third party, without the express consent of ATHEZZA.
18. DISPUTES / LITIGATIONS
These terms & conditions are subject to French law, the Parties having expressly agreed to exclude the provisions of the 1980 Vienna International Convention on the international sale of goods. For all disputes, and in the absence of an amicable agreement, only the courts of the head office of ATHEZZA will be competent and will rule, regardless of the place of delivery, and this even in the event of multiple defendants or call in warranty.
19.1 All modification of these terms & conditions will be made by means of a written amendment signed by ATHEZZA and the customer.
19.2 ATHEZZA reserves the right to use the customer's name as a commercial reference.
19.3 In the event of a contradiction between these terms & conditions and a translation into a foreign language, only the French version will prevail.