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GENERAL TERMS AND CONDITIONS OF SALE
- SCOPE – ACCEPTANCE
These General Terms and Conditions of Sale (hereinafter the “GTC”) apply to sales of furniture, objects and decorative elements and, more generally, to design, manufacturing, restoration, reproduction, finishing and related services provided by SARL LMV, trading as MAISON LOUIS-MARIE VINCENT, to business customers.
Unless specific terms have been expressly accepted in writing by MAISON LOUIS-MARIE VINCENT, these GTC form the basis of the contractual relationship. Acceptance of the quotation, payment of the deposit, or commencement of performance at the customer’s request constitutes full and unconditional acceptance of these GTC.
In the event of any inconsistency, the specific terms expressly stated in the quotation or in an amendment accepted by both parties shall prevail over these GTC.
- QUOTATION – FORMATION OF THE ORDER – CONTRACTUAL DOCUMENTS
The work and supplies are defined by the accepted quotation and, where applicable, by the plans, drawings, specifications, descriptions, samples, prototypes and other documents expressly approved by the parties.
The order becomes firm and final upon written acceptance of the quotation and receipt of the required deposit, subject to receipt and/or approval of the elements necessary to begin the design work or manufacturing process.
Documents or specifications provided by the customer shall become contractually binding only after express acceptance by MAISON LOUIS-MARIE VINCENT. Any change requested after approval of a quotation, plan, sample, prototype or specification may result in an adjustment to the price and/or lead time and may, where applicable, be subject to an amendment or supplementary quotation.
- DESIGN STUDIES – PLANS – SAMPLES – APPROVALS
Where the order requires design studies, production drawings, drawings, samples, mock-ups or prototypes, manufacturing may be conditional upon their written approval by the customer. Approval given by email shall constitute written approval.
The customer is responsible for the accuracy of the dimensions, constraints, plans, files and information it provides. MAISON LOUIS-MARIE VINCENT shall not be liable for the consequences of inaccurate, incomplete or late information provided by the customer or by a third party under its responsibility.
- PRICES – CHANGES – COSTS
Prices are those stated in the quotation, exclusive or inclusive of taxes as specified therein. Where applicable, the quotation specifies the services included and excluded.
Unless otherwise stated, transport, delivery, installation, transport insurance, special packaging, customs duties, taxes, import charges, storage and third-party services are not included and shall be invoiced in addition or paid directly by the customer.
Any additional service or change in scope requested by the customer shall be subject to agreement regarding its financial impact and, where applicable, the schedule.
- PAYMENT TERMS
Unless a specific payment schedule is stated in the quotation, payment shall be made as follows:
• 50% of the total amount upon order, as a deposit;
• 50% upon completion of manufacturing, before delivery or collection.
Deposit invoices, any progress invoices and final invoices are payable upon receipt, unless otherwise stated in the quotation. No goods may leave the workshops and no delivery shall be arranged until all amounts due have been paid in full.
Any late payment shall automatically, and without prior notice, give rise to late-payment penalties calculated at a rate equal to three times the statutory interest rate in force, together with the fixed EUR 40 recovery charge payable by any business customer. Where the recovery costs incurred exceed this fixed charge, MAISON LOUIS-MARIE VINCENT may claim additional compensation upon supporting evidence, in accordance with Article L. 441-10 of the French Commercial Code.
In the event of late payment, MAISON LOUIS-MARIE VINCENT may suspend performance of its obligations and postpone manufacturing or delivery dates until all amounts due have been paid in full, without such postponement being attributable to MAISON LOUIS-MARIE VINCENT.
- MANUFACTURING LEAD TIMES
As the creations are made to order, design and/or manufacturing lead time is required. Unless expressly stated as firm in the quotation, the lead times given are estimates based on the information available on the date of the quotation.
The lead time shall begin upon receipt of the deposit and approval or receipt of all elements required to begin manufacturing: plans, dimensions, selection of materials and finishes, samples, prototypes, technical information, components or materials supplied by the customer, and any other required element.
Any delay in approval, any change requested by the customer, any late payment, or any delay in supplying an element for which the customer or a third party appointed by it is responsible shall result in a corresponding postponement of the schedule, taking into account its impact on the project and the workshop’s rescheduling constraints.
- CRAFTSMANSHIP – MATERIALS – TOLERANCES
MAISON LOUIS-MARIE VINCENT creations are handcrafted and may incorporate natural or hand-worked materials, including wood, veneers, parchment, shagreen, leather, mother-of-pearl, brass, patinated metals, resins, Lunépière and other decorative materials.
Variations in colour, veining, texture, grain, pattern, transparency, patina, surface appearance or shade inherent in these materials and handcrafted processes contribute to the unique character of each piece. Provided they do not affect the use, structural integrity or substantial conformity of the creation with the approved specifications, such variations shall not constitute defects or non-conformities.
Minor dimensional or visual tolerances may result from handcrafted production, the behaviour of materials and finishing processes. Samples are intended as a reference and do not guarantee an exact match in colour or texture with the finished piece, unless expressly agreed otherwise.
- COMPONENTS, MATERIALS OR HARDWARE SUPPLIED BY THE CUSTOMER
Where the customer supplies materials, parts, hardware, components, files or other elements intended to be incorporated into the manufacturing process, the customer warrants that they are suitable for their intended use, available within the agreed time frame and that it holds all rights necessary for their use.
MAISON LOUIS-MARIE VINCENT may identify any apparent technical difficulty and propose an adaptation. It shall not be liable for defects, incompatibilities, delays or consequences attributable to elements supplied or imposed by the customer, except where directly caused by MAISON LOUIS-MARIE VINCENT in their implementation.
- COMPLETION – INSPECTION – ACCEPTANCE
Upon completion of manufacturing, MAISON LOUIS-MARIE VINCENT may send the customer photographs or any other evidence demonstrating completion of the order and may request payment of the outstanding balance.
The customer must inspect the order for apparent conformity upon collection or delivery. Any reservation concerning an apparent non-conformity attributable to manufacturing must be submitted in writing, with precise details and supporting evidence, within five (5) business days of receipt. In the absence of any reservation within this period, the order shall be deemed accepted in respect of apparent defects, without prejudice to any applicable statutory warranties.
A claim concerning a minor or readily remediable issue shall not justify withholding payment of undisputed amounts. MAISON LOUIS-MARIE VINCENT must be given the opportunity to examine the claim and, where it is well-founded, a reasonable period in which to propose an appropriate solution.
- DELIVERY – TRANSPORT – TRANSFER OF RISK – STORAGE
The method of delivery or collection shall be specified in the quotation or agreed with the customer. Transport may be arranged by MAISON LOUIS-MARIE VINCENT, by the customer or by a professional carrier. For international transactions, an Incoterm® may be expressly agreed in the quotation; it shall then determine the allocation of costs and risks in accordance with the version specified in the contract.
Where transport is arranged by MAISON LOUIS-MARIE VINCENT on behalf of the customer, the specific terms of the quotation shall, where necessary, specify the transfer of risk and any insurance taken out. The customer must inspect the condition of the packages and goods upon delivery and promptly make any necessary reservations and complete the required formalities with the carrier in the event of damage or missing items.
If the completed order cannot be delivered or collected on the agreed date for reasons attributable to the customer, MAISON LOUIS-MARIE VINCENT may store it at the customer’s risk and charge reasonable handling, insurance and storage costs after prior notice to the customer.
- CANCELLATION – SUSPENSION OF ORDER
Given the made-to-order, personalised or bespoke nature of the products and services, every accepted order is firm and final.
If the customer cancels after acceptance of the order, the deposit paid shall be retained by MAISON LOUIS-MARIE VINCENT. If, on the cancellation date, the cost of design studies, specific supplies, services, manufacturing and irrevocable commitments already performed or incurred exceeds the deposit paid, MAISON LOUIS-MARIE VINCENT may invoice the corresponding additional amount upon supporting evidence, subject to any applicable mandatory rules.
Any suspension requested by the customer is subject to the written agreement of MAISON LOUIS-MARIE VINCENT and may result in a revised schedule and invoicing of any additional costs thereby incurred.
- RETENTION OF TITLE
MAISON LOUIS-MARIE VINCENT retains title to the goods sold until full and effective payment of the price, including principal and ancillary amounts. This retention-of-title clause suspends the transfer of ownership until payment has been made in full, in accordance with Article 2367 of the French Civil Code.
Until payment has been made in full, the customer undertakes to keep the goods identifiable and not to pledge, encumber or dispose of them in any manner liable to prejudice the rights of MAISON LOUIS-MARIE VINCENT.
- INTELLECTUAL PROPERTY – PLANS – PROTOTYPES
The sale or delivery of a creation transfers only ownership of the physical item, following payment in full, and does not transfer any intellectual property rights relating to its design, drawings, models, forms, decorative elements, plans, studies, prototypes, moulds, digital files, graphic elements or photographs, unless expressly agreed otherwise in writing.
All studies, sketches, drawings, plans, samples, mock-ups, prototypes and documents produced by MAISON LOUIS-MARIE VINCENT remain its intellectual property. They may not be reproduced, disclosed to a third-party manufacturer, exploited, adapted or used to manufacture all or part of a creation without prior written authorisation.
Any unauthorised reproduction, representation, modification, publication or adaptation of a protected element is prohibited and may give rise to legal action under the French Intellectual Property Code, including Articles L. 335-2 et seq. where applicable.
Certain creations, trademarks, designs, models and distinctive signs of MAISON LOUIS-MARIE VINCENT are registered and/or protected by intellectual property rights.
- LIABILITY
MAISON LOUIS-MARIE VINCENT shall be liable for direct loss attributable to it in accordance with the ordinary rules of law. It shall not be liable for loss or damage resulting from use inconsistent with the intended purpose of the product, lack of maintenance, intervention or modification by a third party, unsuitable storage or environmental conditions, or inaccurate information supplied by the customer.
In business-to-business relations, except in cases of gross negligence, wilful misconduct, personal injury or any other case in which limitation is prohibited by law, the parties agree that MAISON LOUIS-MARIE VINCENT shall not be liable for indirect or consequential loss, loss of business, loss of revenue, loss of margin, loss of opportunity or commercial loss.
- FORCE MAJEURE
Neither party shall be liable for any failure or delay resulting from an event meeting the criteria for force majeure within the meaning of Article 1218 of the French Civil Code. For the duration of any temporary impediment, performance of the affected obligations shall be suspended and the schedule adjusted accordingly. In the event of a permanent impediment, the consequences shall be those provided for by the applicable legal provisions.
- VALIDITY OF QUOTATIONS
Unless otherwise stated, quotations issued by MAISON LOUIS-MARIE VINCENT are valid for thirty (30) days from their date of issue. After this period, prices, lead times and material availability may be revised.
- GOVERNING LAW – DISPUTE RESOLUTION – JURISDICTION
Contracts entered into by MAISON LOUIS-MARIE VINCENT are governed by French law, subject to any mandatory rules that may apply to an international transaction.
The parties shall endeavour to reach an amicable settlement before commencing legal proceedings, without prejudice to any urgent or protective measure or to the exercise of any right subject to a time limit.
Between commercial parties, and subject to any applicable mandatory rules, exclusive jurisdiction is expressly conferred upon the Commercial Court of Le Mans, including in the event of multiple defendants or third-party proceedings.
- GENERAL PROVISIONS
If any provision of these GTC is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect. Any failure by MAISON LOUIS-MARIE VINCENT to enforce a provision on a particular occasion shall not constitute a waiver of its right to enforce that provision subsequently.
