The present Standard Sales Terms (“Terms”) of the French enterprise EIRL Lambert-Coucot Brand COUCOT (the “Seller”), apply to all commercial and technical offers communicated to business customers or consumers (“Clients”), for the purchase in shops, fashion trade fairs, but to the exception of sales concluded on the website, for the sale of fashion jewellry or art objects designed and made at the workshop (“Items”). Clients are deemed to have acknowledged and accepted these Terms, to the effect that all orders submitted and contracts concluded with the Seller, shall be exclusively subject to the present Terms, and that no Client’s Terms, nor the modification of offers, any client’s order, or the acceptance or payment of Items, shall in any way, constitute the acknowledgement or acceptance of their general Terms.
Items on the website are offered for sale on the whole European territory, outside the EU or in the DOM TOM, in terms which may be amended in each case.
Items are offered for sale subject to available stocks and the planning schedule of designers. Information about the availability of items is provided in the order or on site.
It is up to the client to select articles that he wishes to order:
- For direct orders between professionals, quotations are valid for one (1) month and subject to the acceptance by the Clients for a minimum of 695-€ H.T and to the payment of a 50% down payment, the balance to be paid according to the terms of the quotations.
The Seller may accept orders in whole or in part.
To the exception of sales to consumers a Client may amend an order unless notified at least five (5) working days before shipment. Should this modification result in an increase of works, the Seller shall be entitled to invoice accordingly. Equally, in case of cancellation of the whole or any part of an order, the Seller is entitled (i ) to retain any part or whole payment as indemnity for direct or indirect losses incurred as a result, even of a lower amount (ii) recover all expenses and costs, fees directly incurred according to invoice to be paid at reception (iii) and for all orders on special specifications, of the whole payment of works done even not delivered.
In no case shall the Seller be liable for any damages following this termination for the all above mentioned reasons.
Unless requested by a client and accepted by the Seller, the price of Items is indicated by reference to the catalogue or the website of the Seller, EX Works, unloaded at workshop at Lille – France. It is including an ordinary packaging and does not include tariffs, duties, or green taxes at destination. Prices indicated in quotations are stipulated in Euros (€). Exchange currency fees are due by the Client.
4. DESCRIPTION – STANDARDS – REGULATIONS
The Seller supplies Items in accordance to their description, sample or sketch. Every request by a Client to comply with a specific law, regulation, standard or any other rule concerning the manufacturing or the marking, or any other term, shall be at the Client’s costs and the corresponding information shall always be communicated before ordering. As to the quality of Items, the Seller is complying with the quality currently applied in France.
The delivery is free dice 2000€ H.T
Delivery time may vary between 2 to 8 weeks depending on the quantity and models ordered. Delivery of Items are always made according to ICC Incoterms in their latest version. Deliveries made in the EU, including France, are made, unless otherwise stipulated in the order, DDP, the named place of the Client. Outside EU, and unless otherwise requested by the Client, Items are delivered DAT, the bulking platform at destination. Otherwise, it is made to the first carrier. Any other cost not allocated by an Incoterm is borne by the Client.
To the exception of sales to consumers, prior to shipment outside EU, the Client shall inform the Seller of any requirement necessary for shipping and clearing the Items.
Deliveries in part are authorized, providing that particular payment Terms negotiated through the banks, do not exclude such deliveries. Clients accept that any untimely delivery cannot give any right to liquidated damages, nor any interest for late delivery, or any compensation for direct or indirect losses against the Seller. Risks over Items pass on delivery, according to the agreed Incoterm, or otherwise, when loading to the first carrier.
Each Client shall inspect the Items at the latest, within two (2) calendar days from receiving them in the country of destination, in order to assess their compliance by reference to their description, sample, or sketch, but always at their own costs.
To the exception of sales to consumers, failure to inspect the Items on time, implies compliance to their description, sample or sketch with the consequence that the Client shall be precluded from claiming under the contractual warranty. But in all cases, should the Client notify any defect concerning Items at reception, the only remedies shall be, at the sole discretion of the Seller, to replace them or issue a credit note in favor of the Client.
Payment shall be made in Euros (€) at the Seller ’s bank and cleared on his account.
Unless otherwise written stipulation of the order, payment will be defined:
- Prepayment in full at placing the order : the seller shall not be required to make delivery if the Client has not paid the full amount of the order beforeshipment. For orders outside the EU, the Customer must pay duties and taxes prior to collect the Items;
A timely payment is an essential obligation in which absence the Seller would not have agree to the sale so that a late payment entitle the Seller, at his sole discretion to apply (i) an interest for late payment without any prior formal notice, at the rate of the ECB (European Central Bank) + eleven per cent (11 %) per year on the unpaid balance of the invoice and (ii) a flat sum of 40 Euros per invoice for expenses, (iii) the retaining of a down payment as provisional damages and (iv) the access to the sites of the Client to recover the Items.
Property in Items passes to the Client only and until complete payment, despite any transfer of risks to the Client. In case of default, the Seller may cancel any pending order and request the return of Items without any prejudice of any other remedy or damages.
The Seller warrants that the Items are complying with their description or sample and supplied in compliance with standards or laws in France, unless otherwise agreed in the order. However, the following are excluded from such warranty: (i) any specification or use for Items which is not in the order, (ii) any misuse of the Items, (iii) inadequate modifications by the Client or any third party, (iv) nor any default of Items resulting from inadequate warehousing or non use.
To the exception of sales to consumers, this warranty is valid for six (6) months starting from the reception of the Items. Also, failure to inspect the Items within the time specified , a Client may not claim the application of this warranty.
Should a claim be made for defective Items, the Client shall notify by email such defect within five (5) calendar days of the occurrence of the default, by Email, and in each case, keeping a receipt of such notice. Notification shall include a detailed description of the disorders with photos. Original documents supporting the claim are sent to the Seller by urgent courier. In case of defect, the Seller’s obligations shall be at his sole option, (i) either to repair, or replace defaulting Items or (ii) issue a refund. Should the Seller be found liable for damages arising out of the Items on the contract or in tort by an arbitrator or a court, in no case The Seller can be liable for any indirect damages as a result.
9. TRADEMARKS – INTELLECTUAL PROPRTY RIGHTS
Creative innovations of the Seller constitute valuable intellectual and industrial property rights and a growing reputation as a designer. Property rights means any copyright, trademarks whether registered or not, design or models and other intellectual property rights, any patentable rights owned, assigned or acquired by the Seller. Therefore, Clients must clearly show the company's brand name on Items or labels clients shall be careful in not causing nor facilitating any breach or infringement as regards the Items, their modification, presentation, nor modify any trademark, packaging or advertising. Clients are forbidden to file in their own name or through a third party or entity, any Trademark belonging to the Seller or any intellectual property right in connection with the designing, manufacturing and marketing of the Items of the Seller. 10. MISCELLANEOUS In case of any inconsistency between any of these Terms, and any other documents used in relation to such Terms, the priority of documents shall be resolved by giving precedence to (i) the terms of the Order accepted by the Seller (ii) and the present Terms. In case of translation of these Terms, the French version shall prevail. For sales made to buyers situated outside the French territory, the law applicable to the present Terms or subsequent contracts, shall be primarily the CISG, also knowed as the Vienna Convention on the International Sale of Goods, and subsidiarily, internal French law.
To the exception of consumer, Clients agreed that all disputes arising out of the present Terms shall prior be submitted to the mediation of CMAP (web site http://www.cmap.fr) in Paris for a maximum period of three (3) months. Then, in case of failure or avoidance of mediation, Clients agreed to submit their dispute (i) to the appropriate tribunal in the area where the Seller has his head office, when the Client is situated within the European Union, or (ii) to the arbitration of CAREN in Lille, FRANCE by one (1)) arbitrator, when the Client is situated outside the European Union. The Clients further agree that the sentence shall be final and definitive and that they will strictly comply with. The language to be used in the arbitral proceedings shall be French. The award shall be decided on the dispute, controversy or claim under the law indicated in the above mentionned article.