General conditions of sale

ARTICLE ONE - Scope of application

These general conditions of sale constitute, in accordance with article L 441-6 of the French Commercial Code, the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which the company CLEMENT ("The Supplier") supplies to professional buyers ("The Buyers or the Buyer") who request it, via the Supplier's website, by direct contact or via a paper medium, the products that it markets.
("The Products"). They apply without restriction or reservation to all sales concluded by the Supplier with Buyers of the same category, regardless of the clauses that may appear in the Buyer's documents, and in particular its general purchasing conditions. In accordance with the regulations in force, these General Conditions of Sale are systematically communicated to any Buyer who requests them, to enable them to place an order with the Supplier. Any order for Products implies, on the part of the Buyer, acceptance of these General Conditions of Sale and the general conditions of use of the Supplier's website for electronic orders. The information appearing in the Supplier's catalogues, prospectuses and price lists is given for information purposes only and is subject to revision at any time. The Supplier is entitled to make any changes it deems useful.

ARTICLE 2 - Orders

Sales are only complete after express written acceptance of the customer's order by the Supplier, who will ensure, in particular, the availability of the products requested. Orders must be confirmed in writing, by means of a purchase order duly signed by the buyer. Any modifications requested by the buyer may only be taken into account within the limits of the Supplier's possibilities and at its sole discretion.
The Supplier may refuse or cancel any order placed by a Buyer who is indebted to the Supplier for any reason whatsoever, presents solvency risks or has a dispute of any nature whatsoever, in progress or in the past, with the Supplier. The Supplier may also refuse any customization of the Products by embroidery or transfer if the Buyer does not provide its complete graphic charter as well as its logo in the format requested by the Supplier. The Supplier may not under any circumstances be held liable in the event of an error or omission committed by the Buyer.

ARTICLE 3 - PRICES

The products are supplied at the Supplier's rates in effect on the day the order is placed, and, where applicable, in the specific commercial proposal sent to the Purchaser. These rates are firm and not subject to revision during their period of validity, as indicated by the Supplier.
These prices are net and exclusive of VAT, ex-warehouse. They do not include transport or any customs charges which remain the responsibility of the Buyer.
Special pricing conditions may be applied depending on the specificities requested by the Buyer concerning, in particular, the terms and conditions of delivery, or the terms and conditions of payment. A special commercial offer will then be sent to the Buyer by the Supplier.

ARTICLE 4 - Payment conditions

The price is payable in cash, in full on the day the Products are ordered under the conditions defined in the article "Delivery" below and as indicated on the invoice given to the Buyer. In the event of late payment and payment of the sums due by the Buyer beyond the deadline set above, late payment penalties with an interest rate corresponding to at least three times the applicable legal interest rate, calculated in relation to the amount excluding or including tax (depending on the buyer's conditions of sale) of the invoice, will be automatically and automatically acquired by the Supplier, without any formality or prior formal notice, as well as a fixed compensation of €40 provided for in Article L441-6 paragraph 12 of the French Commercial Code. Any deposit paid by the Buyer will remain acquired by the Supplier as fixed compensation, without prejudice to any other actions that it would be entitled to bring against the Buyer as a result. No discount will be applied by the Supplier for payment before the date appearing on the invoice or within a period shorter than that mentioned in these General Conditions of Sale.

ARTICLE 5 – Deliveries

Unless otherwise specified by the supplier, the Products purchased by the Buyer (excluding logo creation, customization or special manufacturing) will be delivered within a maximum of 15 days from receipt by the Supplier of the corresponding purchase order duly signed and accompanied, where applicable, by the corresponding payment. This period does not constitute a strict deadline, it is given for information purposes only and the Supplier cannot be held liable to the Buyer in the event of late delivery.
The Supplier shall not be liable in any way for any delay or suspension of delivery attributable to the Buyer or in the event of force majeure. Delivery shall be made to the place designated by the Buyer.
The Buyer acknowledges that it is the carrier's responsibility to make the delivery, the Supplier being deemed to have fulfilled its delivery obligation as soon as it has handed over the ordered products to the carrier who has accepted them without reservations. The Buyer therefore has no warranty recourse against the
Supplier in the event of failure to deliver the Products ordered or damage occurring during transport or unloading. It is the Buyer's responsibility to check the condition of the package upon receipt and to make reservations in the event of doubt on the delivery note and/or to refuse the package; to check the quantity of items received after opening the packages.
Any missing product or refusal due to damaged package must be reported on the same day of receipt or at the latest on the first working day following receipt by fax to 0033 (0)4 92.47.75.59; or by email to sav@clementdesign.com.

ARTICLE 6 – RETURN

The buyer has a right of return for exchange or refund of 30 days from the date of delivery of the product(s), the postmark or shipping slip being proof; beyond this date, returns will not be accepted. Return shipping costs are the responsibility of the buyer unless the error is the fault of Clément Design. Only products in perfect condition are authorized: neither washed, nor worn, nor used and without any customization (unless the subject of the return relates to an error by Clément Design in relation to it). Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Buyer, in the event of transformation of the Product, as in the event of normal wear and tear of the Product or force majeure. If Clément Design products were purchased through a third party (reseller or distributor), it
You will need to contact this third party directly for After-Sales Service.

ARTICLE 7 - Transfer of ownership - Transfer of risks

The transfer of ownership of the Products to the Buyer will only be carried out after full payment of the price by the latter, regardless of the date of delivery of said Products, allowing it to regain possession of them in the event of a dispute. On the other hand, the transfer of the risks of loss and deterioration of the Supplier's products will be carried out upon delivery and receipt of said products by the Purchaser. The Buyer therefore undertakes to insure,
at its own expense, the products ordered, for the benefit of the Supplier, by ad hoc insurance, until complete transfer of ownership and to provide proof of this to the latter upon delivery.

ARTICLE 8 - Intellectual property

The Supplier retains all industrial and intellectual property rights relating to the products, photos and technical documentation which may not be communicated or executed without its written authorization. On the other hand, the Buyer retains the right of ownership of the models and technical data sheets
of his own Logos.

ARTICLE 9 – Confidentiality

The Supplier guarantees the confidentiality of all personal and confidential information transmitted by the Buyer: telephone, fax, addresses, email, bank details, logos and all other information concerning the order(s).

ARTICLE 10- Web Site

The website www.clementdesign.com belongs to CLEMENT DESIGN SAS.
CLEMENT DESIGN is therefore responsible for it and reserves the right to modify the content of this website in any way, at any time and for any reason, without any specific prior notification. CLEMENT DESIGN cannot be held responsible, in any way, for the consequences of such modifications. All photos on the site are non-contractual. Each visitor as a legal entity agrees not to copy, publish, download, transmit, modify, sell, distribute or use for commercial purposes the website, both in its content and in its
shape.

ARTICLE 11 – PROTECTION OF PERSONAL DATA:

All information requested by CLEMENT DESIGN when placing an order is mandatory. If one or more mandatory information is missing, the order cannot be issued. In accordance with the Data Protection Act of 06/01/1978, amended by the Act of 6 August 2004, the Customer has the right to access, rectify and oppose information concerning him/her, which can be exercised by mail addressed to CLEMENT DESIGN, ZI CARROS, 1ER avenue 7eme rue, CS10070, 06511 CARROS CEDEX.

ARTICLE 12 - Disputes

All disputes to which this contract may give rise, concerning its validity, its interpretation, its execution, its termination, their consequences and their consequences will be subject to the exclusive jurisdiction of the courts of Nice.

ARTICLE 13 - Applicable law - Language of the contract

By express agreement between the parties, these General Terms and Conditions of Sale and the purchase and sale transactions resulting therefrom are governed by French law. They are written in French. In the event that they are translated into one or more languages, only the French text shall be authentic in the event of a dispute.

ARTICLE 14- Acceptance by the Buyer

These general terms and conditions of sale, as well as the attached rates and scales, are expressly approved and accepted by the Buyer, who declares and acknowledges having perfect knowledge of them, and therefore waives the right to rely on any contradictory document and, in particular, its own general terms and conditions of purchase.