General terms and conditions of sale for professionals
The purpose of these General Terms and Conditions of Sale (hereinafter « GTCS ») is to define the procedures for placing, performing and following up Orders between the company GRAND E (hereinafter referred to as « GRAND E company » or « GRAND E ») and its Customer (hereinafter « the Customer(s) »).
Any Order submitted to the GRAND E company will be deemed unreserved acceptance of these GTCS, which will be provided to any Customer who makes a request therefore.
The GRAND E company reserves the right to amend these GTCS and will inform its Customers thereof by any means.
In such case, the amendment will apply to any Order placed after the GRAND E company has informed the Customer.
Exceptions hereto may only be in the form of special terms and conditions duly accepted and validated in writing by the GRAND E company prior to the Order that its Customers submit.
In the event of any discrepancy between these General Terms and Conditions of Sale and the specific terms and Conditions of Sale, only those stipulations of the latter which conflict with the former shall apply, provided that they have been duly accepted and validated in writing by the GRAND E company.
In the event of any discrepancy between these General Terms and Conditions of Sale and any document issued by the Supplier, these General Terms and Conditions of Sale shall prevail.
ARTICLE 1 – DEFINITIONS
Customer(s): means any natural or legal person, government or organisation designated on the Order which purchases goods and/or services from GRAND E companies.
Order(s): means any document issued by the Customer and sent to the GRAND E company, including the purchase order describing the Works ordered, the deadlines and the price.
General Terms and Conditions of Sale: means these General Terms and Conditions of Sale (“GTCS”).
Final Customer: means the end user of the Product.
Intellectual Property Rights: means all intellectual property rights as defined in the French Intellectual Property Code (Code de la Propriété Intellectuelle) and various international conventions, including, but not limited to, literary and artistic property rights, copyright, databases, trademarks, designs, software, patents and any know-how, irrespective of the medium thereof.
Information: refers to any information or data regardless of its subject, nature, medium and method of transmission, communicated, obtained and/or developed by either Party during the negotiations and performance of the Orders.
Day(s): means business days from Monday to Friday inclusive, excluding French public holidays and periods during which the GRAND E company is closed and which are communicated to the Customer.
Measurements : means all the needed dimensions to make a custom eyeglasses.
Models : means a reference in the catalogue.
Party(-ies): refers jointly or individually to the GRAND E company and the Customer.
Products(s): refers to the frame – hinges – arms – non corrective lenses assembly.
Products in the catalogue : refers to the Models in the catalogue
Custom Products : means custom eyeglasses based on measurements and choices communicated by the Customer.
Third Party: means any natural or legal person other than the Parties.
ARTICLE 2 – FINAL CUSTOMER
The Customer commits to sell the Product only to Final Customer consumers defined by the French Consumption Code.
The GRAND E company will advice the Customer a Product sell price which the Customer will make effort to comply.
ARTICLE 3 – ORDERS
The Terms and Conditions of Sale shall apply to all Orders placed by the GRAND E company using a purchase order specifying :
– For a Product in the Catalogue : models, quantities and shipping address.
– For a Custom Product : model and measurements of the Product. Any other modification must be mentioned as comment in the purchase order and will be submitted for acceptance to the GRAND E company.
Order placed by the Customer becomes a firm and final commitment by the Customer as soon as it is received by the GRAND E company.
Orders are placed under the sole responsibility of the Customer, who alone shall ensure that the ordered Products are appropriate for its Final Customer needs.
The GRAND E company will be bound only as from its express acceptance of any Order by email or any other written means. The period granted to the GRAND E company to accept Orders shall not be less than five (5) Days.
Any change or cancellation of the Orders requested by the Customer will require the prior written approval of the GRAND E company. The Customer shall compensate the GRAND E company for all costs incurred and for all direct and indirect consequences arising therefrom.
ARTICLE 4 – PERFORMANCE
The GRAND E company undertakes to perform the Product in accordance with Orders duly and expressly accepted by it.
The GRAND E company will inform the Customer of the Product leadtime performance in the email which GRAND E acknowledges its receipt of the Order.
The Customer is fully and entirely responsible for including with its Order the all exact technical data desired, as well as any other indication essential to make the Product.
ARTICLE 5 – PACKING – LABELLING
The GRAND E company will pack the Product and bears sole responsibility for its choice of packaging and the ability thereof to withstand shipping and handling.
The GRAND E company chooses the mode of transport for the Products.
In case of a non receipt of the Products in the agreed terms, the Customer shall bear the additional costs of the new transit.
ARTICLE 6 – PRICE AND PAYMENT
Prices are expressed in euros (€), excluding taxes, and, therefore, do not include VAT at the rate in force and applicable at the time each Order is placed and delivered at the address specified in the Order. Invoices shall be associated with each delivery of the Products.
Invoices will be drawn up in duplicate, in accordance with the laws in force, and one copy will be sent to the Customer. Failing this, the Customer should request an invoice.
The Parties agree the payment of amounts owed may not exceed (30) days from the date the invoice is issued.
Any delay in payment will automatically, as from the first day after the payment date specified on the invoice, attract late-payment penalties on the sums owed, equal to three (3) times the French legal interest rate, as well as a lump-sum allowance in the amount of forty (40) euros.
ARTICLE 7 – CONFORMITY – LATENT DEFECTS – WARRANTIES
Due to its professional expertise in its specialist field, the Customer is in a position to communicate data and measurements and define the Product on the basis of their intended use.
The Product delivered by the GRAND E company will comply with the applicable laws and standards in effect.
The Customer shall in all cases verify the condition, conformity, absence of patent defects, quantity and quality of the Product (including, but not limited to, their packaging, measurements, quantities, quality, etc.) at the time they are delivered. The Customer shall bear the expense and risk associated with such verification.
The Customer shall (i) note any claims, reservations or disputes on the delivery slip or carriage receipt with the references of the relevant Product and (ii) confirm them to the carrier by registered letter with acknowledgement of receipt no later than three (3) days following receipt of the Products.
The responsibility of the GRAND E company is strictly limited to the respect of data mentioned in the accepted Order and especially the measurements communicated by the Client for the Custom Products.
The GRAND E company will not be liable for damage and/or non-conformities attributable to operations that occur after the Products are made available to the Customer, such as damage and/or non-conformities attributable to assembly and disassembly of the lenses.
In order being take into account by the GRAND E company, any claims, reservations or disputes on the quality/quantities of the Products, must be sent by registered letter with acknowledgement of receipt or by email no later than three (3) days following receipt of the Products.
After this strict deadline, the Customer will no longer be entitled to assert the warranty of conformity covering the Products.
In accordance with the provisions of Article L.441-6 of the French Commercial Code, the aforementioned procedure and rules for verifying the condition and conformity of the Order do not increase the duration or postpone the starting point of the payment period and, therefore, the Customer shall in all circumstances comply with its payment obligation in accordance with these GTCS.
If a non-conformity is notified in accordance with the above conditions, the Customer may either accept the Products in their condition or request that they be replaced.
7.2 WARRANTY AGAINST LATENT DEFECTS
The Customer will be covered by the warranty against latent defects in the Products for a period of t twelve (12) months from the date the Products are delivered to the Customer.
To implement the warranty against latent defects within the meaning hereof, the Customer must in all cases exercise its rights under the warranty by providing proof of the reality of the latent defect.
The sole remedy under this warranty will be decided by the GRAND E company between the replacement of the Products, or reimbursement of the Products in the form of a credit note.
Consequently, and unless specifically stipulated otherwise, it is expressly agreed that the Customer may under no circumstances claim, in addition to the above remedies, compensation, damages, indirect losses, deductions and/or penalties of any kind on the grounds of Products returned.
The warranty will be forfeited in the event of the Customer’s misuse, negligence or failure to perform maintenance. Furthermore, the warranty does not cover ordinary wear and tear of the Products or force majeure events.
This warranty will also not apply in the event of damage or accidents due to lenses assembly, impacts, being dropped, negligence or a lack of supervision or maintenance, or in the event of transformations to the Products.
ARTICLE 8 – FORCE MAJEURE
Neither Party shall be liable to the other Party if non-performance or delayed performance of any of its obligations, as described herein, is due to a force majeure event within the meaning of Article 1218 of the French Civil Code.
ARTICLE 9 – INTELLECTUAL PROPERTY
The GRAND E company is the only owner of all Intellectual Property Rights of Products in the catalogue and Custom Products, of the brand and of the GRAND E logo.
The Customer shall refrain from reconstituting the Products, as well as from making available and/or transmitting the content of the Intellectual Property attached to the Products, for any reason whatsoever; more generally, the Customer shall refrain from infringing, directly, indirectly or through Third Parties and in any way whatsoever, the rights of the GRAND E company.
The Customer is authorized to use the brand and the GRAND E logo only for commercial aim to the Final Customer.
The Customer will just be able to use the brand and the GRAND E logo in the form transmitted by the GRAND E company.
Any other use of the brand and the GRAND E logo is strictly forbidden with the exception of written authorization of the GRAND E company.
Any communication or publication on the GRAND E company, its activity and/or Products must first be authorized in writing by the GRAND E company.
ARTICLE 10 – CONFIDENTIALITY
The Parties undertake to keep strictly confidential and not to directly or indirectly disclose to Third Parties or exploit the information and materials that may have been provided by the other Party, including in particular the technical, financial and commercial information known to them as a result of the negotiation or the performance of the Orders and in general the « Information » and shall refrain from using such material for any purpose other than the performance of the Orders, without the prior written permission of the other Party. The Information shall be treated as strictly confidential, without it being necessary for any Party to specify or indicate it.
The Information shall be treated as strictly confidential, without it being necessary for any Party to specify or indicate it.
Each Party undertakes to share the Information it has received from the other Party only with those members of its staff who need to know it in order to carry out the Products covered by the Order. Each Party must clearly advise its employees of the confidential nature of the Information and must ensure that they undertake to respect such confidentiality.
Each Party shall refrain from disclosing any information concerning all the Products, or any other information of any kind whatsoever in connection with its flow of business with the GRAND E company.
These obligations shall remain in force for a period of twenty (20) years after the performance of the Orders. The documents provided by the GRAND E company must be returned to it at its request immediately following the performance of the Orders.
In order to maintain the security of the Information, the Parties shall take all necessary precautions to safeguard said Information. Information disclosed by the GRAND E company shall remain its property.
ARTICLE 11 – GOVERNING LAW AND RESOLUTION OF DISPUTES
The original version of these GTCS are drafted in French, which is the only binding version and will prevail over any other version translated into a foreign language. All disputes to which these General Terms and Conditions of Sale, the Orders and the Parties’ relations may give rise, in particular with regard to their validity, construction, execution, performance, termination or transfer, shall be settled according to French law to the exclusion of the « 1980 United Nations Convention on Contracts for the International Sale of Goods ».
The Parties undertake to seek an out-of-court solution to any dispute that may arise from the construction or performance of the General Terms and Conditions of Sale.
However, before any matter is referred to a court, the Parties may mutually agree to turn to mediation.
ANY DISPUTE RELATING TO THESE GENERAL TERMS AND CONDITIONS OF SALE, AS WELL AS TO THE ORDERS AND CONTRACTS THAT THEY GOVERN, SHALL, IN THE ABSENCE OF AN OUT-OF-COURT SETTLEMENT BETWEEN THE PARTIES, BE SUBMITTED EXCLUSIVELY TO THE COURTS LOCATED WITHIN THE JURISDICTION OF THE PARIS COURT OF APPEAL, EVEN IN THE EVENT OF MULTIPLE PROCEEDINGS OR PARTIES, THIRD-PARTY NOTICE OR IMPLEADER OR SUMMARY PROCEEDINGS.
ARTICLE 12 – PERSONAL DATA PROTECTION
The Parties acknowledge that it may be necessary to transmit, store, process or use personal data (any information relating to an identified or identifiable person) in order to perform all obligations relating to the Orders. Both Parties agree that personal data may be processed in full compliance with the General Data Protection Regulation No. 2016/679 of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and/or with applicable local personal data protection statutes or regulations.