General conditions of sale

General conditions of sale

ARTICLE 1 – Scope of application

These general conditions of sale apply to all sales concluded by Esprit Céladon to
professional buyers, regardless of the clauses that may appear on the Buyer's documents, and in particular its
general conditions of purchase.
These general conditions of sale apply only for resale in traditional commerce, and not for resale on the Internet or itinerant resale for which prior authorization must be requested from the company Esprit Céladon.
These general conditions of sale and prices cancel and replace the previous general conditions of sale and prices.

ARTICLE 2 – Orders – Prices

Article 2-1: Confirmation of the order

Orders must be validated in writing or by email, using our duly completed order form; We then send a confirmation by return email for validation. In the absence of disagreement from the Buyer within 24 hours of this confirmation, the order will be validated as indicated on the confirmation.

Article 2-2: Modification of the order

Any modifications requested by the Buyer can only be taken into account, within the limits of our
possibilities, if they are notified in writing or by email.
These modifications can only be accepted after validation by the Buyer of the updated confirmation, with possible adjustment of the price.

Article 2-3: Prices

The products are supplied at the prices mentioned in the price list in force on the day of the order, and, where applicable,
in the commercial proposal sent to the customer. These prices are firm and cannot be revised during their period of
validity.
Prices are expressed in euros, and calculated excluding VAT, ex-workshop and packaging extra. They will therefore be increased by the
VAT rate. They do not include transport or insurance costs which remain the responsibility of the Buyer.

ARTICLE 3 – Account opening

To open an account, please send us a professional RIB, KBis less than 3 months old, intra-community VAT number, professional registration number.
Payment for the first order must be made before shipment, upon receipt of the order confirmation, without discount.

ARTICLE 4 – Payment conditions

Article 4-1: Payment date/deadline

For Metropolitan France, the invoice amount is payable by draft (LCR) in a single payment within 30 days from the date of shipment. This deadline will be mentioned on the invoice sent to the Buyer.
For international markets, the invoice amount is payable by transfer in a single payment before shipment, upon receipt of the order confirmation, without discount.

Article 4-2: Late payment

In the event of late payment and payment of sums due by the Buyer beyond the deadline set above, and after
the payment date appearing on the invoice sent to the latter, late payment penalties calculated at the legal rate in force of the amount including tax of the total price appearing on the said invoice, will be automatically and automatically acquired, without any formality or prior notice and without prejudice to any other action that we may be entitled to take, in this respect, to against the defaulting purchaser.
In the event of non-compliance with the payment conditions appearing above, we also reserve the right to
suspend or cancel the delivery of orders in progress on the part of the Buyer, to suspend the execution of its
obligations , to cancel any discounts granted to the latter, or to cancel the 30-day payment facility.
Finally, we reserve the right to request additional compensation from the Buyer if the recovery costs actually incurred exceed this amount, upon presentation of supporting documents.

Article 4-3: Unpaid

In the event of non-payment or refusal of the draft, a lump sum of €30 excluding tax will be billed to cover bank charges.

ARTICLE 5 – Reservation of ownership

We reserve, until full payment of the price by the Buyer, a right of ownership over the products
sold, allowing us to regain possession of said products.
However, the risk of loss and deterioration will be transferred to the Buyer upon delivery of the ordered products.
The Buyer undertakes, therefore, to insure, at his own expense, the products ordered, until complete transfer of ownership.

ARTICLE 6 – Deliveries

Article 6-1: Delivery time

The products acquired by the Buyer will be delivered within a maximum period of 30 days from validation of the confirmation.
This deadline does not constitute a strict deadline and we cannot be held liable towards the Buyer in the event of a delay in delivery not exceeding 30 days.
In the event of a delay of more than 30 days, the Buyer may request cancellation of the sale.
Our liability cannot under any circumstances be incurred in the event of delay or suspension of delivery attributable to the Buyer or in the event of force majeure.
In all cases, the products travel at the Buyer's risk.

Article 6-3: Acceptance/Verification procedure

The Buyer is required to check the condition of the products upon delivery. In the absence of reservations expressly
formulated in writing on the carrier's slip, products delivered by the company Esprit Céladon will be deemed to conform in quality to the order. These products will also be deemed to conform in quantity without reservation from the Buyer within 48 hours of delivery of the order.
The Buyer acknowledges that it is the carrier who is responsible for making delivery, the company Esprit Céladon being deemed to have fulfilled its delivery obligation once he has handed over the goods sold to the carrier who accepted them without reservation. . The Buyer therefore has no warranty recourse against the shipper, even the company Esprit Céladon, in the event of failure to deliver the goods transported.

Article 6-4: Modification of the place of delivery

The delivery and delivery of the products may take place at any other location designated by the Buyer, subject to
48 hours' notice.
Likewise, in the event of special requests from the Buyer concerning the conditions of packaging or transport of the

additional specific invoicing

Article 6-5: Guarantee

We will endeavor to replace, within a reasonable time, the products delivered whose lack of conformity has
been duly proven by the Buyer, or to issue him a credit note for the amount of the products in question to be used on his next invoice.
Our liability cannot be implemented if the non-execution or delay in the execution of one of its obligations described in these general conditions of sale results from a case of force majeure. As such, force majeure means any external, unpredictable and irresistible event within the meaning of article 1148 of the Civil Code.

ARTICLE 7 – Transfer of ownership – Transfer of risks

The transfer of ownership of the products to the benefit of the Buyer will only be carried out after full payment of the price by the latter, regardless of the delivery date of said products.
On the other hand, the transfer of risks of loss and deterioration of the products of the company Esprit Céladon will be carried out upon delivery and receipt of said products by the Buyer.

ARTICLE 8 – Liability of the company Esprit Céladon – Guarantee

Products delivered by the company Esprit Céladon benefit from a two-year warranty, from the date of delivery, covering any hidden defect, resulting from a material, design or manufacturing defect affecting the
products. delivered and making them unfit for use.
This guarantee is limited to the replacement or reimbursement of non-compliant or defective products.
Any warranty is excluded in the event of misuse, negligence or lack of maintenance on the part of the Buyer,
as in the event of normal wear and tear of the goods or force majeure.
In order to assert his rights, the Buyer must, under penalty of forfeiture of any action relating thereto, inform us of the existence of the defects within a maximum period of two years from their discovery.
We will replace or refund any warranty products or parts found to be defective. The replacement of defective products or parts will not have the effect of extending the duration of the guarantee set above.

ARTICLE 9 – Copyright and Intellectual Property

The visuals reproduced on our tea boxes are protected by intellectual property law and therefore belong to their author. Unless expressly stated, no tacit right is granted regarding any transfer, modification or reproduction, in any format, of the product in question to the Buyer.
To do this, the Buyer undertakes in particular not to modify, delete or alter in any way and for
any reason whatsoever the distinctive signs of the company Esprit Céladon affixed to the product.

ARTICLE 10 – Disputes

All disputes to which the sales contract could give rise, concerning its validity, its interpretation, its
execution, its termination, their consequences and their consequences will be submitted to the Commercial Court of Boulogne/Mer.

ARTICLE 11 – Applicable law – Language of the contract

By express agreement between the parties, these General Conditions of Sale and the purchase and sale operations
resulting from them 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 will be authentic in the event of a dispute.

ARTICLE 12 – Buyer’s Acceptance

These general conditions of sale as well as the prices and scales concerning discounts, rebates and discounts
attached hereto, are expressly approved and accepted by the Buyer, who declares and acknowledges having perfect
knowledge of them, and therefore waives, to take advantage of any contradictory document and, in particular, its own
general conditions of purchase.