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General Terms and Conditions of Sale

 

Forest Style France Terms and Conditions of Sale.

 

Pursuant to article L 441-6 of the French Commercial Code, our Terms and Conditions of Sale represent the unique basis for commercial negotiations. They include these Terms and Conditions of Sale that govern relations between Forest Style France (our Company) and its professional customers (the Customer). Extracts from our Terms and Conditions of Sale are included on the reverse of every invoice. The Customer expressly acknowledges that it is aware of our Terms and Conditions of Sale and our Procedures for “Filing a claim” (which are referred to in article 6.5), which are available on our website: www.forest-style.com.

 

1 – An account can only be opened with the approval of the sales division of our Company. For this purpose, the Customer must submit an up to date short form registration certificate (extrait K-bis) and documents proving that it is solvent, or any other document requested by our Company.

The opening of an account or the placing of any order implies full and unconditional acceptance of our Terms and Conditions of Sale and our general pricing.

 

2 – Orders / Offers

Order refers to any document issued by a Customer including the description and the reference of items, quantities and the price. The information included in our catalogues is provided for information purposes only. Orders are only final once they have been accepted by our Company. This acceptance is materialised by confirmation of the order, either partially or as a whole. Any special terms and conditions stipulated when an order is placed only apply to said order. No penalty may be applied to our Company in the event of any errors or anomalies in an order place by the Customer, or any late orders.

No order submitted to our Company may be modified or cancelled without our prior written agreement. No modification or cancellation shall be accepted if performance of the order has already begun. We reserve the right to refuse any order in the event that the Customer breaches any of its obligations, or to refuse any order of an unusual kind or if the Customer does not provide the required guarantees.

 

3 –Delivery

Delivery lead-times are provided for information purposes only. The delivery lead-time begins on the day following the confirmation of the order. Our Company may make full or partial deliveries.

In the event of an occurrence of Force Majeure or any event hindering the performance of an order by the seller in the agreed lead-times, the indicated delivery lead-times shall be extended until the resolution of the event preventing normal performance of the contract. Contracts or orders in progress may be cancelled without compensation when an event of Force Majeure prevents normal performance.

Events of Force Majeure include: any strike, lock-out, fire, epidemic, flood, adverse weather, equipment breakdown, riot, war, loss of driving power, power cuts, shortage of raw materials, increase in the cost of raw materials, amendments to standards and regulations either for ourselves or our suppliers or transporters, late delivery by our suppliers or subcontractors, even wherein these are partial, and regardless of the cause.

If an event of Force Majeure lasts for more than four weeks, the order may be terminated without any compensation to the parties.

3.1 Permanent Products

Our delivery lead-time is 15 working days (excluding bank holidays) after confirmation of an order. Our delivery lead-times are given for information purposes only and remain as such until our Company makes an appointment for delivery. Delivery times are indicated with a tolerance of two hours. In the event of a wait of more than 2 hours, the deliverer or the transporter reserves the right to leave without delivering the merchandise and without any penalty. In this event, the new delivery shall be at the customer’s expense.

To provide our products, our Company holds a provisional stock of items calculated based on the volume of sales from 01/01 to 31/12 of the preceding year. The Company may not be held liable for any shortage of stocks and no penalty of any kind may be imposed in the event of a significant variation in the volume of orders.

3.2 Promotional operations

When a promotional operation is decided between our Company and a Customer, the products concerned must be subject to an advance provisional written order by the customer at least 12 weeks prior to the planned delivery date. Our Company must receive the final orders at least four weeks before the actual delivery date. A tolerance of (+) or (-) 10 % is accepted between any advance order and a definitive order.

3.3 Forecasts

The Customer and our Company shall organise regular meetings in order to compare the provisional volumes with the quantities actually delivered and shall adjust the forecasts for the forthcoming quarterly periods as follows:

3.4 Direct-to-home delivery

The average delivery lead-time may vary according to the products from 15 to 20 working days. The average shipping lead-time is indicated when an order is placed. For special orders or orders for products that are made to order as defined in our catalogues, the lead-time is eight weeks after the order has been confirmed by our Company.

The prices for direct-to-home delivery are valid for mainland, continental France, excluding Corsica. Any other special destination will require a specific study. Products intended for direct-to-home delivery cannot be delivered to a store.

Deliveries are made by a heavy goods vehicle, which may be up to 20 metres long and up to 4.10 metres high.

The Customer must ensure that the means of transport allows for a direct-to-home delivery and be able to provide detailed access information, and to ensure the feasibility of the delivery to the end customer or consumer with the transporter. Our Company cannot be held liable for any erroneous or incomplete information that prevents delivery being made.

Any other means of transport that must be adapted shall incur additional delivery costs that shall be borne by the Customer.

Some products may be delivered by courier or the postal services depending on their size.

Products are delivered to the address specified on the purchase order issued by the Customer, to the boundary of the property, on the ground floor. Delivery does not include lifting above ground level, installation, assembly or commissioning: of the products.

The Customer must provide our Company with all the information, in particular telephone numbers, to allow our transporter to directly contact the end customer and to make an appointment for delivery.  The transporter shall organise the delivery time according to a time period agreed with the Customer’s end customer.

Any additional fees and costs incurred due to a failed or delayed delivery, due to an absence of the end customer or due to erroneous or incomplete information provided by the Customer, shall be billed to the Customer by our Company.

The provisions of article L 133-3 of the French Commercial Code (Code de Commerce), recalled in particular in article 5 herein, apply to direct-to-home deliveries.

Any return or cancellation of an order must be subject to prior written agreement between our Company and the Customer. Any merchandise returned without our prior written agreement shall not be subject to a credit note and/or replacement. Our company reserves the right to invoice the Customer for the logistics or storage costs for any returned or cancelled order. In the event that merchandise in a cancelled order has been kept in our warehouses, a fixed amount of €90 ex. tax shall be invoiced.

If our Company accepts a return, the product must be made available to the transporter, in its original packaging, in perfect condition, along with any accessories, and the associated assembly instructions and documentation.

The costs for returns and transportation shall not be borne by our Company, even in the event that it has paid them in advance. They must ultimately be paid by the Customer.

 

3.5 Refusing a Delivery

No merchandise may be refused or returned due to late delivery unless our Company has been able to independently confirm the prejudice suffered, and without prior written agreement from our Company.

In the event of the unjustified refusal of a delivery by the Customer or a delay in collecting the products, the Customer shall bear all the risks and must pay the price of the order. Furthermore, our Company may store the products at the Customer’s expense and demand a reimbursement of the transport costs. Our Company may also opt to cancel the sale due to breach by the Customer and to resell the products, without prejudice to any damages and interest that may be claimed to remedy our prejudice.

 

4 – Price

Unless otherwise provided for by any special terms and conditions, the price is that imposed by the General Pricing Terms and Conditions in force on the date the order is placed. Any specific taxes and duties are added at the end of the invoice.

Our Company may change the price of the products agreed at the end of commercial negotiations, if necessary providing reasons for the new price at the Customer’s request, in particular in the event of fluctuations in exchange rates or the cost of raw materials. The price may be modified with eight (8) weeks’ notice by registered letter with acknowledgement of receipt indicating the date of application. Any order placed by the Customer after the entry into force of the new prices shall equate to acceptance thereof.

Any end of year discount granted for year N shall be calculated at the start of year N+1, based on the turnover before tax and duties generated in calendar year N. The application of any end of year discounts is conditional upon strict compliance by the Customer with all of its payment obligations and payment deadlines. Any unpaid invoices and invoices paid after their due date shall be excluded from the bracket for the calculation. To take into account the management fees, the threshold for triggering end of year discounts granted by our Company is set at €40 excluding tax.

 

5 – Transport

Without prejudice to any special provisions, our sales are made including carriage (contact us for deliveries “outside stores”). We reserve the right to choose the appropriate means of transport.

Our merchandise and the packaging always travel at the Customer’s risk, regardless of the means of payment.

We accept no liability in the event of destruction, damage, loss or theft during transport. Any reservations, as provided for by article L 133-3 of the French Commercial Code (Code de Commerce), must be substantiated and given to the transporter on reception, and confirmed by registered letter with acknowledgement of receipt within three days, excluding bank holidays. A copy of the consignment note bearing any reservations must be sent to our Company on the same day.

 

6 – Acceptance – Claims– Return of Merchandise – Warranties

6.1 In a general manner, in the event that any merchandise is recognised as defective or non-compliant, our liability as seller is limited either to a replacement of the merchandise, or spare parts according to the nature of the product, by identical or equivalent merchandise, or the value at which said merchandise was invoiced. No merchandise may be refused or returned due to non-compliance unless our Company has been able to independently confirm the prejudice suffered according to the procedures and conditions described hereafter or without prior written agreement from our Company.

We shall accept no liability for indirect damages.

6.2 Procedure

Our “Filing a claim” procedure is part of these Terms and Conditions of Sale. It is available on our website.

The date of the claim is the date on which the claim is submitted by means of a fully completed claim form along with all the supporting documents.

Our legal or commercial guarantees shall not be implemented for any claim form that is incomplete and/or accompanied by incomplete supporting documents and/or submitted after the deadline.

6.3 Clear defects, breakages and non-compliances

The compliance of orders must be checked on delivery. Without prejudice to the provisions to be taken with regard to the transporter, in order to be considered as valid and acceptable, any claims for clear defects, breakages or non-compliances must be sent to our departments by means of the claims form, completed in full, along with any supporting documents, within eight days, excluding bank holidays, from receipt or when the products were made available, otherwise they shall be inadmissible. Any incomplete form shall invalidate the claim.

Any claims for shortfalls that are not observed on arrival or in reservations on the consignment note shall be rejected.

All claims must be substantiated. The Customer must grant our Company every opportunity to independently verify the accuracy of the claimed defects or non-compliances, and to remedy them.

The Customer shall refrain from returning the disputed products without prior written agreement from our Company.

No product may be returned if it has not been kept in perfect condition and if it is not in its original packaging. Any returns are made at the Customer’s expense and risk.

In the event that a claim is found to be justified, our guarantee is limited either to a replacement by identical or equivalent merchandise, or the value at which said merchandise was invoiced.

Our guarantee for clear defects, breakages and non-compliances expressly excludes any damages and interest, fees or compensation for transport, handling or implementation. The Customer shall bear the costs for any parts sent under the terms of the After Sales Service that are not received or reshipped.

6.4 Hidden defects

Any claims for hidden defects must be made to us using the incident sheet within eight days of the discovery thereof. Any incomplete form shall invalidate the claim.

Claims for hidden defects shall be invalid after one year.

We guarantee free renovation or replacement (by an identical or equivalent product or one of the equivalent value to the price invoiced) for any product with any hidden defect regarding its materials or manufacture.

Our guarantee for hidden defects expressly excludes any damages and interest, fees or compensation for transport, handling, implementation, disassembly, etc.

Any abnormal use or use that does not comply with the specifications indicated by our Company (such as in the catalogue, product data sheet, instruction manual, etc.) shall invalidate the guarantee. The same applies for any defects and damage caused by natural wear and tear, erroneous maintenance, fitting or any other event beyond our control. Our products are intended exclusively for domestic use. Any use of our products outside this scope of application, and in particular any professional use may not give rise to a claim.

6.5 Commercial guarantees

Our “Filing a claim” procedure defines the commercial guarantees that we grant according to the product categories, and the terms and deadlines for application. In the event that a claim is found to be justified, our commercial guarantee is limited either to a replacement of the merchandise or parts according to the nature of the product, by identical or equivalent merchandise, or the value at which said merchandise was invoiced.

Our commercial guarantee expressly excludes any damages and interest, fees or compensation for transport, handling or implementation.

6.6 The Customer is responsible for the presentation of the products for resale to consumers. Where our merchandise is not prepared for retail, it is also the Customer’s responsibility to add any labels and regulatory information. We accept no liability on these grounds or for any breach by the Customer of its obligations to the consumer.

If the Customer considers that the products delivered may be a hazard for consumers or if it has been warned by any person or authority of the existence of such a risk, it must inform us at the earliest opportunity according to the following procedure:

By telephone during office hours: +33 (0)3.20.28.25.25

Any telephone call must be confirmed by fax to the following number: +33 (0)3.20.24.88.25

These confirmations must indicate in a precise manner the product references and the grounds for the telephone call.

 

7- Service level

If our Company commits to a level of service for orders delivered in compliance and/or within delivery lead-times, giving rise where applicable to penalties in the event of late delivery or breach, our Company must be able to verify the prejudice cited pursuant to article L. 442-6 of the French Commercial Code (Code de Commerce). To this end, the Customer undertakes to justify and document any penalties for prejudice that it claims. Our Company must have sufficient time to analyse the information provided, a lead-time that may not be less than 30 working days. In any event, only the penalties expressly accepted by our Company may be applied.

In the event of the application of penalties for late delivery or termination, to which our Company has given its consent in year N, the Customer undertakes to issue the corresponding invoices or debit notes before 31 March of the year N+1. After this date they may no longer be implemented.

 

8 – Intellectual property

Any studies and projects, drafts, templates and prototypes created at the request of the Customer remain the exclusive property of our Company. Any creative rights, and in particular copyright, trademark, patent or expertise remain strictly reserved to our Company.

 

9 – Payment

Unless otherwise provided for by special terms and conditions, invoices are payable in cash. The fact of having been granted a payment facility on one occasion does not in any way oblige us to continue said facility. The issuing date of invoices is the starting point of the calculation of the due date. Any payment incident and more generally any deterioration in the credit rating of the purchaser may justify a request for guarantees or advance payment or payment by bill of exchange on sight, prior to the performance of any orders.

Any claims regarding invoices must be sent to us by registered letter with acknowledgement of receipt within eight days in order to remain valid and to be accepted.

No compensation or reduction may be offset by the Customer on the amounts due to our company. Any unilateral reduction or compensation applied by the Customer (for example for late delivery, termination, breach or non-compliance) shall constitute a failure to pay with all the associated consequences pursuant to article 10 of these Terms and Conditions of Sale.

 

10 – Failure to pay

Any failure to pay shall automatically, without prior warning, give rise to late payment interest at the ECB rate increased by 10%. The Customer shall also automatically owe a recovery fee of 15% of the outstanding amounts with a minimum charge of €40 for any late payment. All the expenses for any dispute shall be at the Customer’s expense. Any late payment of one invoice or scheduled payment shall entail that any other sums owed by the Customer shall be immediately due for payment. Any breach by the Customer of its essential obligation to pay on the due date is serious misconduct and may entail the automatic suspension of the performance of any orders under delivery.

 

11 – Retention of title

The merchandise remains the property of our Company until the price has been paid in full. The Customer accepts all risks of loss, or damage, even if it was unforeseeable, due to events beyond our control or Force Majeure.

 

12– Term – Notice – Termination for breach

The parties may bring their commercial relationship to an end by serving notice of their intention by registered letter with acknowledgement of receipt, subject to notice of: six months if commercial relations have endured for more than five years; twelve months if commercial relations have endured for between five and ten years; eighteen months if commercial relations have endured for more than ten years. Only a registered letter with acknowledgement of receipt referring expressly to the notice period provided for in this article shall be valid for termination. Any other form, such as notice of an invitation to tender, may not constitute the starting point for the notice period. In the event of any serious breach of its contractual obligations by one of the parties, the other party may end commercial relations, but only after a warning letter requiring performance or remedy remains without effect after a lead-time of 30 days.

 

13 – Disputes

This Agreement is governed by French law and the parties expressly waive application of the Vienna Convention on the International Sale of Goods.

Even in the event of the introduction of third parties or multiple respondents, the Commercial Court of Lille Metropole has sole jurisdiction to rule on any issues regarding the formation, validity, interpretation, performance or breach of these Terms and Conditions of Sale and any resulting orders. The Commercial Court of Lille Metropole has sole jurisdiction in the event of any dispute regarding the business relations between the parties or the terms of their termination.