PREAMBLE
These General Terms and Conditions of Sale (hereinafter "GTC") apply to all orders of products delivered and invoiced to professional customers by the company EB-Maison KLEM et Mercerine, a company registered with the Trade and Companies Register under number 821 208 931 RCS BORDEAUX, whose registered office is located at 9 rue John Maynard Keynes in Audenge.
1. ENFORCEABILITY
These General Terms and Conditions of Sale (GTC) constitute the sole basis for commercial negotiations pursuant to Article L 441-1 of the French Commercial Code and are available to our customers to enable them to place orders. Therefore, in the absence of any express written agreement between the parties on terms that deviate from these GTC, these GTC shall prevail over any conflicting clauses or conditions. Our failure to enforce any of these terms at any given time shall not be construed as a waiver of our right to enforce them subsequently. These GTC supersede and replace any previously published GTC.
2. ORDERS
Our ordering process revolves around our sales team, which assists the customer throughout the ordering process. To ensure the smooth operation of the existing ordering process, the order must be placed by the customer directly with MAISON KLEM using one of the available methods: telephone, mail, or electronically (website, application, or any other electronic medium provided by Maison KLEM). We reserve the right to refuse, reduce, or split any order that is abnormally large, particularly to limit outstanding balances. Unless otherwise agreed between the Parties, the minimum order is €250 excluding VAT. If we agree to fulfill an order below this amount, a delivery fee of €25 excluding VAT may be applied. Placing an order implies the buyer's full and unreserved acceptance of our general terms and conditions of sale. No conflicting clause may override these terms. We reserve the right to refuse an order in all cases of unforeseen circumstances or force majeure.
3. DELIVERY CONDITIONS
3.1 Delivery
Delivery times are provided for informational purposes only and are not guaranteed. A delay does not entitle the buyer to cancel the sale, refuse the goods, or claim damages. Goods travel at the recipient's risk, regardless of the shipping method. In the event of damage, loss, or shortage, it is the recipient's responsibility to make any necessary reservations or take any legal action against the responsible carriers, in accordance with Article L.133-3 of the French Commercial Code. Any delay in timely payment of invoices, suspension of payment, judicial liquidation, or bankruptcy of the buyer entitles the buyer to interrupt delivery or cancel, without compensation, the remaining balance of orders in progress or yet to be delivered. Claims regarding non-conformity of delivered goods must be made by registered letter with acknowledgment of receipt or by hand-delivered letter with proof of receipt, within eight days of delivery and before any processing or use of the goods. After this period, no claim will be accepted, regardless of any fault on the part of the seller. The buyer will be required to pay the full price.
3.3 Reservations upon delivery – Complaints
The delivered products and delivery equipment must be checked at the time of delivery in the presence of the delivery driver. The customer is given a delivery note or transport document. The delivery note or transport document must be signed by the customer and must expressly state any reservations noted by them, particularly concerning the packaging, weight, packing, quality, and quantity of the products. Reservations or claims regarding apparent defects or non-conformity of the delivered product with the ordered product or the delivery note, accompanied by the necessary supporting documents, must be confirmed to us by registered letter with acknowledgment of receipt within a maximum of three (3) days following the date of receipt of the goods, in accordance with the provisions of Article L 133-3 of the French Commercial Code. In the event of non-conformity, our guarantee is limited to the replacement of goods recognized as defective, to the exclusion of any other compensation.
4. PRICE - INVOICING
Our products are invoiced based on the price in effect at the time of the order. EB Maison KLEM offers customers an electronic invoicing and credit note service. Customers will be informed of the date from which, unless they expressly object, invoices will be sent to them electronically, as well as the conditions under which they can access these documents.
5. PAYMENT TERMS
Our invoices are payable on the due date indicated on the invoice, which never exceeds the maximum payment terms stipulated by the French Commercial Code. Our company does not offer discounts. A payment is considered effective only upon receipt of funds from our bank. The payment processing time required by the client internally must therefore be factored into the payment terms of our invoices. Failure to pay a single invoice by its due date will render all outstanding invoices immediately payable, even those not yet due. Furthermore, we may refuse to fulfill any new or pending orders, without prejudice to any other legal action we may take. In accordance with Articles L 441-10 and D 441-5 of the French Commercial Code, any late payment will automatically result in (i) the customer being liable for a penalty equal to three times the legal interest rate, without prejudice to any other costs should we be forced to seek legal recourse; and (ii) the debtor being liable for a fixed compensation of €40 for recovery costs. Additional compensation may be claimed, upon presentation of supporting documents, when the recovery costs incurred exceed the amount of the fixed compensation. In the event of a customer's financial situation that could jeopardize the recovery of our debt, or for a first order from a new customer, we may require payment in full upon delivery or demand guarantees. Furthermore, we may also require payment in full if the customer is subject to insolvency proceedings and the court-appointed administrator has requested the continuation of existing contracts.
6. RETENTION OF TITLE
WE RESERVE OWNERSHIP OF THE GOODS ORDERED, DELIVERED AND INVOICED, UNTIL FULL PAYMENT OF THEIR PRICE. The risks of theft, loss, or damage to the goods, as well as any damage they may cause, are borne by the customer as soon as they are made available to them. In the event of a claim, the recovered goods will be considered the most recently invoiced and will therefore be reclaimed up to the amount of the unpaid invoices. Any deposits paid will be retained by us as liquidated damages.
7. PERSONAL DATA
In accordance with applicable regulations, and in particular the General Data Protection Regulation (GDPR) of April 27, 2016, we inform you that we, and/or our subcontractors, collect personal data from your employees (surname, first name, gender, job title, professional telephone number and email address) within the framework of our contractual relationship, exclusively for the purposes of managing the relationship, marketing communications, and order management (product delivery). The collected data is processed and stored securely and confidentially for the duration of our business relationship and, after its termination, for a period compliant with applicable regulations. Only our employees and authorized subcontractors may access this data, in accordance with the terms and conditions described above. Data subjects have the right to access, rectify, erase, and port their personal data, or to object to its processing for legitimate reasons, at any time, under the conditions provided by law. They can exercise their rights either by contacting EB Maison KLEM customer service and requesting modification or deletion of their personal data, or by sending an email to hello (at) mercerine.com. Those concerned must attach a photocopy of their identity document.
8. CONFIDENTIALITY - BUSINESS SECRETS
All information and data (product range, delivery frequency, average weight delivered, prices offered and/or agreed upon, price reductions, sales, logistics, and transport organization), as well as all commercial documents (purchase orders, delivery notes, invoices, etc.) exchanged between EB Maison KLEM and the customer during the negotiation or execution of the business relationship, regardless of the medium, constitute confidential information that, under the protection of trade secrets as defined in Articles L. 151-3 et seq. of the French Commercial Code, may not be disclosed to third parties, except in the context of an audit by the administration or any other administrative or judicial authority. EB Maison KLEM reserves the right, if necessary, to bring the dispute before the competent courts.
9. FORCE MAJEURE
The following are considered force majeure events that exempt us from liability: war, riot, fire, terrorist acts, strikes, blockades or other labor disputes, acts of government, epidemics and pandemics and any other unforeseeable and insurmountable event that makes it impossible to prepare, store, deliver the products or carry out the normal sale.
10. ANTI-CORRUPTION
Our company and our clients are committed to complying with applicable anti-corruption regulations and, in particular, commit to never offering, promising, granting, soliciting, or accepting any undue advantage, whether monetary or otherwise, intentionally, directly or indirectly, with a view to obtaining or carrying out an illegal, illegitimate, or unfair market action, for their own benefit or for the benefit of a third party.
11. JURISDICTION ASSIGNMENT
In the event of a dispute arising from the application of these terms and conditions, and failing an amicable agreement, only the Commercial Court of the jurisdiction of the location of the establishment issuing the invoice in question shall have jurisdiction.