The following provisions constitute the general conditions to which are subject all sales of AIR ET TOILES CONCEPT (the «Supplier», the «Seller» or the «Service Provider») and are considered as being substantial and enforceable against any customer (the “Customer” or “Buyer”) without exception or reservation, other than those that may appear in the contract as special conditions of the order. 

 

SCOPE

Any order implies the unreserved acceptance by the Customer and its full and complete adherence to these general conditions of sale which prevail over any other document of the Customer, and in particular on all general conditions of purchase, unless expressly agreed otherwise by the Supplier. These general terms and conditions of sale apply to all sales of the supplier’s products, unless otherwise agreed in writing by the parties prior to the order. Accordingly, the placing of an order by a customer implies the unreserved acceptance by the latter of these general terms and conditions of sale, except for special conditions agreed in writing by the Supplier to the Customer. 

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Any document other than these general terms of sale and in particular catalogues, brochures, advertisements, notices, has only an informative and indicative value, not contractual. These general terms and conditions of sale are communicated to any buyer who requests them, in order to allow him to place an order with the supplier.

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1. 3D STUDY 
   
   The Client shall provide all visual, graphic and textual elements as well as the drawings necessary for the proper execution of the contract, in the correct formats that can be used according to the media concerned. These elements will constitute the Client’s specifications. Unless agreed by the parties, the specifications will not be modified after being approved by the Supplier. The Supplier may intervene in the establishment of the specifications, jointly with the Customer.  The Supplier will then edit the 3D design in accordance with the Client’s specifications. The Supplier will send the 3D study to the Customer for validation. 
   
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   ORDER - QUOTE
   
   Validation of the 3D study: Upon receipt of the 3D study edited by the Supplier, the Customer undertakes to transmit its validation to the Supplier in a clear, explicit and written manner, within fifteen days from the date of their receipt. 
   
   Acceptance of the quotation/ order: The Supplier will then issue a quote containing the detailed status of the order. Quotes have a validity of 15 days from their date of issue and become contractual only when the Client has attached his voucher to it for agreement. The photos, drawings on the catalogues provided by the Supplier are not contractual. The Supplier reserves the right to a tolerance on weight and dimensions.
   
   Any sale is perfect only after the validation of the 3D study transmitted by the Supplier and the express written acceptance of the quotation by the Customer. The validation of the 3D study must be confirmed in writing. The order must be confirmed in writing, by means of a purchase order/ quotation duly signed by the customer. Upon receipt, it is irrevocable. Orders sent to the Supplier are irrevocable for the Customer, unless the Supplier accepts them in writing. 

1. CHANGE – CANCELLATION 
   
   No cancellation or partial or total modification of an order (excluding oversized products and/ or customized products) by the Customer will be accepted unless, in case of written agreement from the Supplier. Any request for modification of an order placed by a Customer may only be taken into account by the Supplier if the request is made in writing, and has reached the Supplier no later than 8 days after receipt by the Supplier of the initial order.
   
   In case of modification of the order by the Customer, the Supplier will be released from the agreed deadlines for its execution. 
   
   In the event of non-compliance by the Customer with one of the clauses of these general terms and conditions of sale or payment, the Supplier will have the right to cancel the order without charge or compensation. The Supplier reserves the right to invoice the Customer for the materials supplied, labour costs and expenses incurred by the Supplier in preparing and/or executing the cancelled order.

1. DEADLINES 

2. Delivery times are indicated at the time of registration of the order for information purposes, depending on the availability of carriers and the order arrival. They do not constitute any commitment on the part of the supplier. Deadlines are expressed in calendar days, and counted from the validation of the order according to 3 hereof. When manufacturing customized or configured products, the validation of the order is done at the validation of the good to draw. 

3. Delays shall not in any way give rise to the payment of damages or interest of any kind, nor justify the cancellation of the order, especially for loss of exploitation, nor to the retention of all or part of the price, nor to the cancellation of the current order. The contractual obligations of the Supplier shall be suspended automatically and without formality, and the Supplier shall not be liable to the Customer in the event of events such as: force majeure, accident or delay in production, fire, flood or accidental event, breakage of equipment (in our workshops or at the Seller’s suppliers), storm, epidemic, strikes, riot, requisition, administrative closure, authoritarian reduction of imports, defects or difficulties in the supply of raw materials, delays in the transport of goods (this list is not exhaustive), and more generally, in the event of any circumstance beyond the Supplier’s control, that of its own suppliers and service providers, acting after the conclusion of the sales contract and preventing its execution under normal conditions. 

1. DELIVERIES – TRANSPORT 
   
   The transfer of ownership will only take place after full payment of the price by the Customer, regardless of the date of delivery. 
   
   The transfer of risk takes place from the moment the order leaves the Supplier’s workshops. Thus, regardless of the mode of transport and even shipped free of port by the Supplier, the goods always travel at the risk of the Customer.
   
   It is the responsibility of the Customer, in case of damage to delivered goods or missing, to make all necessary reservations with the carrier. Any product that has not been reserved by registered letter with acknowledgement of receipt within three (3) days of its receipt from the carrier, in accordance with article L. 133-3 of the commercial code, and a copy of which will be sent simultaneously to the Supplier, shall be deemed to have been accepted by the Customer.
   
   In the event of delay, loss, damage or theft, it is the responsibility of the Customer to initiate the claim with the carrier and this, within the time limits, by registered letter with acknowledgement of receipt. In the case of delivery on site, it must be easily accessible, safe and without risk. Under no circumstances shall the Supplier be held liable for any damage caused by its transport vehicle, if this damage is due to difficult access and/or inappropriate terrain. The direction of the maneuvers necessary for the access and circulation of the Supplier’s vehicles within the Customer’s facilities is supported by the latter.

The unloading of goods is always at the expense of the Customer, whether it is a transport by rail, water or road, unless otherwise stipulated in the order form or any other written document emanating from the Supplier. A delivery stipulated on "site" does not change this clause. The unloading must be carried out properly with sufficient manpower.  The risk transfer clause referred to in this article is immediately applicable whether or not the buyer owns the goods (full payment) (deferred payment).

If the goods are delivered on pallets or in consigned packaging, the amount of the consignment is recorded on the invoice and payable at the same time as the goods. The refund of this consignment is only due after receipt of these packages, returned "free" and in good condition at the place of departure within a maximum period of one month. The packages returned out of use are not taken back. In no case, the consignment of the packages confers ownership.

In the context of a delivery on site with installation and removal subcontracted by the Customer, it is essential to keep the original packaging or storage elements in order to maintain the product warranty.

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1. Receipt
   
   Without prejudice to the provisions to be made by the Customer vis-à-vis the carrier as described above, in case of apparent defects or missing, any claim, whatever its nature, relating to the delivered products, will only be accepted by the Supplier if it is made in writing, by registered letter with acknowledgement of receipt, within three (3) days provided for in article 6 of these GTC. It is the responsibility of the Customer to provide all justifications as to the reality of the defects or missing found.
   
   No return of goods may be made by the Customer without the prior express, written agreement of the Supplier. It is specified that the products customized and configured at the request of the Customer do not fall within the scope of these possible returns and will not be taken back in any case, except with the written agreement of the supplier. 
   
   The costs of return will be borne by the Supplier only in the case where an apparent defect, or missing, is actually found by him or his agent. Only the carrier chosen by the supplier is entitled to return the products concerned.
   
   When after inspection an apparent defect or a missing is actually found by the Supplier or its agent, the Customer may only ask the Supplier for the replacement of non-conforming items, their repair and/ or the supplement to be made to fill the gaps, without the latter being entitled to any compensation or to the resolution of the order. The unreserved receipt of products ordered by the Customer covers any apparent and/ or missing defect.

Toute réserve devra être confirmée dans les conditions prévues au présent article. La réclamation effectuée par le Client dans les conditions et selon les modalités décrites par le présent article ne suspend pas le paiement par le Client des marchandises concernées. La responsabilité du Fournisseur ne peut en aucun cas être mise en cause pour faits en cours de transport, de destruction, avaries, perte ou vol, même s'il a choisi le transporteur.

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1. This reservation shall be confirmed in accordance with the conditions laid down in this Article. The claim made by the Customer under the conditions and according to the modalities described in this article does not suspend the payment by the Customer of the goods concerned. The Supplier cannot be held liable in any way for acts during transport, destruction, damage, loss or theft, even if he has chosen the carrier.
   
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   PROPERTY RESERVE 
   
   The transfer of ownership of the products is suspended until full payment of the price of these by the Customer, in principal and accessories, even in case of granting payment deadlines. Any clause to the contrary, in particular inserted in the general conditions of purchase, is deemed not written.
   
   By express agreement, the Supplier may exercise its rights under this retention of title clause, for any of its claims, on all its products in the possession of the Customer, the latter being conventionally presumed to be those not paid, and the Supplier may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right of termination of current sales.

The above provisions do not prevent the transfer to the Customer of the risks of loss or damage of the goods subject to retention of title, as well as any damages they may cause. Until the full price has been paid, the Customer shall identify the goods from the Supplier and not mix them with other goods of the same nature from other Suppliers. In the absence of individualization, the Supplier may demand immediate payment of the goods or take back those still in stock. In the event of seizure (preservation or assignment), or any other intervention by a third party on the goods, the Buyer must imperatively inform the Seller without delay, to allow him to oppose it and preserve his rights. The Buyer shall not further convert, pledge or assign, as a guarantee or otherwise, the ownership of the goods until their price in principal and accessories has been effectively and fully paid to the Seller. In case of resale of the products, the Customer expressly accepts the right of the Supplier to claim the Customer’s claim against the sub-purchaser by applying the provisions of article 2372 of the Civil Code. Accordingly, the Customer undertakes to notify the sub-purchaser, without delay, by registered letter with acknowledgement of receipt and at the first request of the Supplier, the transfer of its rights to the benefit of the Supplier. In the event of non-compliance with the obligation placed on the Customer under this title, a penalty clause equal to three times the tax-free amount of the goods subject to retention of title shall be due by the Customer.

PRICE

The current rate may be revised by the supplier at any time. Any tariff change will automatically apply on the date indicated on the new tariff. The prices of the products sold are those in force on the day of the order and calculated excluding taxes. The applicable VAT rate will be that in force on the date of delivery of the goods.

They are calculated net, without discount, and payable according to the following terms. 

The Supplier reserves the right to revise its prices, even during the execution of a contract, if labour, material or transport conditions change.

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BILLING – SETTLEMENT

Unless otherwise stated, all orders are subject to a deposit of 50% of the price. The Customer will then pay 30% of the price when the order arrives at the workshop. The balance of the price will be payable in cash on the day of delivery. Except in cases of force majeure, any cancellation of the order by the Customer will not give rise to a refund of this deposit.

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Payments will be made by cheque, bank transfer or payment card.

Any TTC amount not settled at maturity will immediately give rise to the payment by the Client of penalties fixed at three times the legal interest rate. These penalties are payable by law and will automatically be charged to the Customer’s account.

In accordance with Article L. 441-10 and Article D. 441-5 of the French Commercial Code, in case of late payment, the Customer shall be entitled to a lump sum compensation for recovery costs, amounting to 40 euros per unpaid invoice, automatically and without prior notification. 

After an unsuccessful formal notice by registered letter, the Customer also undertakes to pay as compensation a surcharge equal to 10% of the outstanding principal. During the execution of a contract, before or during deliveries, the Supplier reserves the right to demand from the Customer a good and solvent guarantee of the price of the supplies made or to be made and, in case of refusal, to terminate the contract.

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1. PRINTING – CUSTOMER PROVISION

The Client provides the necessary files for printing. The files must comply with the specifications and technical characteristics according to the media concerned and the recommendations of the Supplier and must imperatively conform to traditional printing standards. If the conditions are not respected and if the files provided by the Customer do not comply with the technical constraints specific to each product, the Supplier reserves the right to make the necessary modifications for the proper compliance with the printing constraints, in particular if such modifications contribute to the respect of the deadlines for the execution of the order. The Client is fully responsible for the content of its files. The Supplier does not make any grammatical or spelling corrections. The printing of visual elements relating to characters or registered trademarks are strictly prohibited and engage directly the responsibility of the customer. The Supplier undertakes only to reproduce the colors of the computer file provided by the Customer as the production line renders them. The colours visible on the screen of the Customer are not contractual and will in no case be those returned on the printed documents. 

All files go through an automatic and computerized control and compliance step via a software solution. 

In no case are the elements such as text content (spelling, dates, numbers, etc.) or the general readability of a visual (typo, colors, effects, etc.) not checked. It is the Client’s responsibility to ensure the content of his visual and its readability.

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The Supplier reserves the right to refuse an order if the documents provided by the Customer do not meet the criteria required by printing standards. 

An order refused by the Supplier does not entitle the Customer to any compensation. The Supplier reserves the right to refuse an order if the request is contrary to the ethics of the company.

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Benefits 

By placing his order, the Customer declares that he was fully aware of the technical conditions in which his event or its manifestation will take place as well as the materials and services offered by the Supplier. It is therefore forbidden to make any claim based on the fact that they would not have been suitable for the intended use or that the design of the package proposed by the Supplier would not have ensured sufficient reliability. The Customer acknowledges that the Supplier’s Service may be interdependent with other providers or stakeholders. As such, the Supplier disclaims any responsibility in case of delay in performance of the Service due to failure or delay by a third party, regardless of the nature of the latter’s intervention. The Customer accepts that the Supplier may subcontract all or part of the design, manufacture, installation or installation of its services or products.

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The Client shall make all necessary arrangements to allow the timely access and movement of personnel and vehicles at the place of the Service. He undertakes to reserve sufficient space for the supplier to install the equipment. The Client undertakes to obtain any administrative authorization that may be required for the organization of its event and the installation of the equipment provided by the Supplier. The Customer shall provide all means necessary to the Supplier for the performance of the services defined in the contract. The Customer will bear the cost of energy and any fluids necessary for the Service. If the Client decides to use external handlers or its own employees in the performance of the Service, he must hold all administrative authorizations that may be necessary and undertakes to carry out all the administrative formalities that will be mandatory or necessary. 

 

In the event that the service takes place outdoors, the Customer must take all necessary measures to continue the Service without inconvenience for the personnel and equipment of the Supplier in case of bad weather. If the Service is to be postponed to a later date as a result, the Supplier will endeavour to reach an agreement with the Customer on the terms of this postponement. In the absence of an agreement, the amount of the Quotation will remain fully due by the Customer.

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The Supplier’s intervention is limited to providing equipment and personnel according to the specifications of the Quotation. In the event of illness or unavailability of personnel, as well as in the event of breakdown or technical incident, the Supplier will replace, if possible and as soon as possible, the personnel or equipment concerned without being able to incur any other obligations or responsibilities. The Supplier declares that it holds all administrative authorizations necessary to perform the Service for which the Customer calls upon it as part of the Quotation. The Customer acknowledges that if delays in the performance of the Service occur, the Supplier must comply with legislation on working time and recovery times for its employees, the Customer must bear the additional cost of the means implemented on simple justification by the Supplier. 

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The Service Provider undertakes to make every effort, in accordance with the rules of the art, to fulfil its contractual obligations. Any warranty is derived from the descriptions of the Service. Under no circumstances may the Service Provider be held liable for indirect damages, which the Customer expressly acknowledges.

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Therefore, the Customer shall not be entitled to any compensation for any indirect damage, including any commercial or operating loss, that it may suffer as a result of the Service Provider’s intervention.

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The Client remains responsible for any administrative authorization request, payment of taxes, taxes, charges, copyright or other and more generally any financial risk and any commercial or civil liability incumbent on the event organizer. As such, he must assume all the direct or indirect consequences of the assignment of personnel and the use of equipment made available to him by the Supplier. During the entire Service and in particular until the removal of the equipment by the Supplier at the end of the event or demonstration of the Client, the latter remains responsible for any theft, total or partial, degradation, loss or damage to equipment including lamps and cables, and undertakes to reimburse the Supplier for the cost of repairs at the workshop price and the purchase of lost or irreparable equipment at the manufacturers' or their distributor’s catalogue price in force at the time of replacement. The Supplier strongly recommends that the Client take out a dedicated insurance with a well-known company and make all necessary arrangements to guarantee the guarding of the place of the Service outside the working hours of the staff of Supplier.

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The Supplier is the holder of civil liability insurance. This is limited to the liability as a supplier of personnel and equipment, excluding any loss of operation, cancellation or other damage that the Customer must insure in the context of its responsibility as a user. The use of transport equipment, handling equipment and tools as well as the employment of labour belonging to the Customer or hired remain under the sole responsibility of the Customer, even in the presence of the Supplier’s technicians.

Guarantees 

Apparent defects: The Supplier gives no guarantee for apparent defects that may affect the contractual good that have not been reported by the Buyer within three (3) clear days from delivery of the products. Any defect that can be detected by the Buyer after a normal examination of the thing sold is considered apparent. The complaint of defects existing at the time of delivery, and revealed after receipt of the products, must be formulated by the Customer in writing within three (3) days following the date on which he has discovered the defect accompanied by supporting documents, the Supplier reserves the right to carry out, directly or indirectly, any on-site verification and verification. No denunciation will be taken into account if it occurs more than three (3) clear days from the delivery of the products. In case of apparent defects, the defective parts are replaced by the Supplier, subject to verification of the alleged defects. It is specified that the products can only be guaranteed under normal use and/or in accordance with the precautions for use communicated. Defects and deterioration of the delivered products resulting from abnormal storage and/or conservation conditions at the Customer, in particular in the event of an accident of any kind whatsoever, shall not be eligible for the warranty due by the Supplier. It is specified that administrative authorizations related to the use of delivered products remain the responsibility of the Customer and cannot be the subject of a complaint with the Supplier.

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Warranty of hidden defects: The Supplier’s customers being professionals, the hidden defect is understood as a defect in the product making it unfit for use and not likely to be detected by the Buyer before its use. The Supplier does not cover damage and wear resulting from a special, abnormal or non-standard adaptation or assembly of its product unless it has been made under its supervision. This warranty is limited to one (1) year from the delivery of the contractual good. In the case of a hidden and acknowledged defect, the Supplier’s warranty is limited to the replacement or repair of defective parts, excluding any compensation for incidental costs such as removal and rest of materials or damages as part of the immobilization, loss of operation, image damage or otherwise. In no case shall the liability of the Supplier exceed that of its own suppliers. The dimensions, colours and weights of certain materials subject to variations inherent in their nature or manufacture are subject to the tolerances of use.

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INTELLECTUAL PROPERTY

For the files provided by the Client, any order relating to the reproduction of a drawing, model, brand or other protected by the Intellectual Property Code implies on the part of the Customer the assertion of the existence of a reproduction right to its benefit. As such, the Client guarantees that it does not infringe or violate any industrial or intellectual property rights. It is expressly agreed that the Customer, in case of otherwise, will be responsible for the costly consequences of an action against the Supplier that anyone would undertake under the title of infringement, industrial property, intellectual property, of trademark law, competition law, consumer law or any other related field. The Supplier reserves the right to call on the Customer as a guarantee and to claim damages for the damage that he would have suffered due to the breach of these conditions.

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Any order involving a creative activity on the part of the Supplier within the meaning of the Intellectual Property Code remains its sole property. Unless otherwise expressly agreed, the copyright arising from the Supplier’s creations, and in particular the right of reproduction, remain with him. This copyright assignment agreement must be in writing. Such assignment may only result from a written contract, and cannot in any case be deduced from the fact that ownership of the material media has been transferred to the Customer, or from a specific remuneration for the services or the order. Except for special exclusivity agreement, the Supplier may again use the artistic creation he has made for the Customer’s service. 

The Supplier will benefit through these general terms and conditions of sales, the rights and benefits attached to the quality of «official supplier» and «technical event partner» under the following conditions. After obtaining the written consent of the Customer, the Supplier may have the right to use, for any form of communication and for any promotion and advertising operation aimed at third parties, the Customer’s trademarks with or without the specific name «Official Supplier» on all advertising, promotional materials, POS, advertisements in the press, radio, television, cinema, etc... 

 

Language 

All exchanges must be written in French or accompanied by a translation into French. In case of multiple translations of the order or contract, the French version will prevail over all others. 

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APPLICABLE LAW AND JURISDICTION

The applicable law is that of French law. By express agreement, any dispute relating to the interpretation or execution of the order or the contract that would not find an amicable solution would be decided exclusively by the Commercial Court of Lorient, even in the case of a plurality of defendants or of an appeal as guarantee.