Article 1 Object
The company Picture Organic Clothing hereinafter “Picture” is specialized in clothes and accessories design in ethical and environmental sports hereinafter “products”, sold to professional clients who are retailers for individual person hereinafter “the customer(s)”
Every sales operation of products to professional clients, individual person, no matter their geographical position is governed by these terms of sale, which the customer acknowledges having been aware prior to the contract conclusion.
Every preorder will be made with the sector's representative to which the store in question depends with an order taking software hereinafter “SMARTREP”.
Every reorder will be made on Picture Organic Clothing's B2B website, hereinafter “the website”
These terms become effective from the day of their publication on Picture's website.
They supersede and replace all previous terms that may appear in Picture Organic Clothing documents or agreed in any other way.
These terms take precedence on any other costumer documents and especially in any term of sale, except derogatory agreement purposely and precondition of Picture, as well as the previous versions.
The placing of an order by the customer bring the adhesion without reservation, of the costumer from these terms of sale, unless specified conditions agreed in writing.
Article 2 – Order placement and acceptance
Any order must reach Picture in writing accepted and signed by the customer and need to be addressed by postal service or e-mail.
The contract will be regarded as concluded from the acceptance of the order by writing confirmation of Picture without the need of any other formality, the confirmation addressed by Picture as being only a proof of order.
However, the proper execution of the contract can be subject to the constitution of the guaranties from the customer. In any case, the acceptation of Picture, even written, is subject on condition that, until the delivery to the customer's warehouse of any part of the order, there were any financial risk appeared or any other element who could reverse it, and/or that the customer's sale outlet does not affect the corporate identity of Picture.
Any modification of the order by the customer will be considered only if it has been submitted to Picture by writing, by postal service or by email, eight (8) days at the latest after acceptation by Picture and only if it is not facing any technical obstacle and/or time constraint.
The subsequent order modifications may :
No cancellation will be accepted once the order has been accepted by Picture and the customer will be liable for the full price of the order.
The customer acknowledges that Picture conveys an ethical image and ecofriendly, by concepting products made of high quality and ecological materials.
Therefore, the customer takes liability to make every effort to respect this brand's image and these values in the presentation of the products to the consumer.
In this context, in order to reach Picture's targets of qualitative obligations, as much as its concern the final consumer’s satisfaction and the presentation of the products in stores. The customer takes liability to :
- Respect the product mix ;
- Not resort to a Market Place.
In addition, Picture reserves the right to itself to decline an order if the sales outlet or the customer's website does not allow to ensure the respect of this brand's image and the promotion of these values.
Article 3 – Products delivery – Reception
3.1 Delivery
3.1.1 Delivery time
The delivery times are only given on an indicative basis, these depend on the availability of the carriers and the order arrival date and eventual delivery delays can't be subject to any graduated penalty rates, compensation, price review or any product refusal. Then in particular, it is understood that all publicity fees incurred by a customer couldn't be in any way repaid by Picture in a late delivery situation, and this, for any reason.
In any case, the delivery on time or the availability of the products can take place only if the customer is up to date according to its payment obligations regard to Picture.
Picture reserves the right to make total or partial deliveries.
In the case of a partial delivery, each of them will be considered as a full business transaction.
For every partial delivery, a proportional payment will have to match with this delivery, the non-delivery or the report of the balance of the order cannot avoid late payment on the partial delivery.
3.1.2 Transfer of risks
Subject to the Article 3.1.3 and 3.1.4. The products are the customer's liability during all the delivery journey. Consequently, the risk transfer of the products takes place as soon as the Picture warehouses are loaded into the transport mode chosen on behalf of the customer or as soon as the products are made available to the customer.
The property transfer is deemed deferred until the full payments in accordance to Article 6.
3.1.3 The shipping conditions
The shipping costs and the insurance fees are the liability of Picture.
The number and conditions of the products must be checked imperatively upon the delivery in the presence of the carrier.
In any case of damages, delivery delay, missing pieces, it will be the recipient liability for recording its complaints and reservations with the carrier, on the document receipt signed, countersigned by the carrier himself or by his employee, dated and confirm by registered letter within 3 days, except public holidays.
Failing that, the products will be considered accepted without reservation by the customer.
The customer undertakes to pick up the products within ten (10) days after availability notification. In the event of delay in the product removal for more than ten (10) days, Picture reserves the right to cancel the order and to proceed at the products resale and/or to claim to the customer the cost related to the custody of the products in warehouse.
3.2 Reception
3.2.1. without prejudice of the dispositions to take by the customer with the carrier as such as they are described in Article 3.1.3, in case of apparent defects, damages or missing pieces, no complaint per an apparent defect or in the non-compliance of the products, will be accepted by Picture unless if it's made in writing and letter registered with acknowledgment of delivery within 3 days from the day it receives the mentioned products.
3.2.2. It is the customer's liability to provide all the authenticity of the proof that the product has apparent defects or missing piece. Under no circumstances the customer could demand the return of the products which didn't match with the requirements established by any way possible, except if these ones have been agreed in writing by Picture.
3.2.3. The customer cannot return any product without the prior agreement, written or mailed by Picture.
In case of return agreement, the products should be returned within ten (10) days from the agreement day in its original form and packages or in a similar packaging to the original one. The products should be returned cleaned and washed, without labels and antitheft added by the customer.
The return costs will be Picture liability only if the products show apparent defects or missing pieces, clearly found by Picture or its authorized representative.
3.2.4. When, after a control, an apparent defect or a missing piece clearly appears on the products and confirm by Picture or its authorized representative, the customer will only have the possibility to ask to Picture to change the defective product and/or add the missing piece to the product on Picture fees, without affecting the customer's order or giving to it in any way a compensation.
3.2.5. The unconditional acceptance of products order by the customer cover any apparent defects and/or missing pieces. Furthermore, in a lack of respect of the conditions related to the Article 3.2.1. the products will be considered as accepted without reservation by the customer.
3.2.6. The claim made by the customer in the conditions and according to the terms described in this article does not suspend the product's payment by the customer.
3.2.7. Picture's liability cannot put in any way in question for some facts related to the transport, any destruction, apparent defects, loss or theft.
3.3 Delivery suspensions
In any case, the provision of products on time cannot interfere only if the customer has his payment obligations up to date to Picture.
Article 4 – Rates and products
The product prices are fixed by the tariff in effect from the day of the order and based on published tariff on Picture website from this day.
They agree EX WORKS (Incoterms 2010) in €uros or in Dollars, net (that mean price and currency of payment) whatever the country of destination and excluded taxes and rights - ex works price.
Published rates are fixed according to actual economic conditions and Picture reserves the right to change them at any time, without any notice, in the event of a normal fluctuation of these conditions.The enforceable fees are the published ones on Picture's website.
Picture reserves possibility to change at any time the proposed products to customer, referenced by it, without any notice and without giving the right of any payments of financial damages to the customer.
Article 5 Term of payments
Means of payment
The Customer can pay its products online on PICTURE website according to the means proposed by the seller, which are :
-Check
-Wire Transfer
-Standing Order
-Electronic Bill Of Exchange
-Bank Card
Picture will take all necessary measures to guarantee the security and confidentiality of the data reported online as part of an online payments made on Picture's website.
In this capacity, it is specified that all provided information related to the payments on Picture's website are transmitted to Picture's website bank and are not processed on Picture's website itself.
Payment date
In case of single payment made by credit card, the customer's account will be debited as soon as the order made on Picture's website.
Late payments or declined payments
If the bank decline a payment from a credit card or another means of payment, the customer should contact Picture’s customer services to pay the order by any other means.
Assuming, for any reason, stop, refusal or other payment matters, the flood of cash transmission owned by the customer might become impossible, the order will be cancelled and the sale automatically terminated.
5.1. The invoices are made from the day of the product's provision to the customer and shall be payable to Picture by the customer, according to the French Law at sixty (60) calendar days or forty-five (45) days month end following the billing day.
Invoices are payable in France by check, credit card, cash transfer or SEPA debit.
In the context of international special markets negotiated case-by-case, by transfer with bank account information specified on bills.
Advanced payments are not subject to any discount, except special agreement.
Under no circumstances, the customer will not be able to pay Picture by adjustment between the amounts due from each, except Picture's prior written authorization.
5.2. In the event of late payment in full or in part, for any reason, a late penalty of an amount equivalent to three times the legal interest rate will be applied without prior notice.
Furthermore, the customer will also be charged a lump sum indemnity for recovery costs, the amount of which is set at 40 €uros. However, in a supposition that the exposed recovery fees are higher than 40 Euros, Picture may request additional compensation, upon justification.
5.3. In payment default case, Picture reserves the right to suspend any delivery until the full payment of outstanding invoices or to cancel the current orders.
As well, for a case where the customer places an order, without payment of the previous order(s), Picture may refuse to honor orders and deliver the shipments concerned, without the customer can claim any compensation for any reason.
5.4. Either way, if the financial situation of a customer presents a risk for the debt recovery of Picture, or if the order is placed by a customer which is not acquitted of all its previous obligations, Picture reserves the right to require payment prior to delivery, to reduce payment terms granted or to require any payment guarantees considered necessary.
In the absence of being able to obtain such guarantees, for any reason whatsoever, PICTURE reserves the right to refuse an order and / or to cancel the orders in progress.
Article 6 – Retention of title
Picture reserves the retention of the products until the full payments of the price by the customer.
Any clause to the contrary, specially included in the purchasing terms, is deemed unwritten.
In a case of a check transaction or any paper instrument, the payment will not be made until the actual receipt.
During the retention of title as a depositary, the risks having been transferred under the conditions referred to in article 3.1.2 hereof, the customer will make every effort to ensure that the products are not damaged and must ensure products against all risks of damage.
Thus, in case of theft, degradation, vandalism, fire or any other event including but not exclusively natural that has caused the total or partial damages of the products or rendering them unfit for their use, the cost of replacement will be at the sole expense of the customer.
Moreover, it is forbidden to the customer pledging or assigning as a warranty the ownership of the Products prior to full payment. However, the customer is authorized, within the normal operation of its establishment, to resell the products, of this agreement. It must immediately report to Picture the seizure, for the benefit of a third party, of the Products under retention of title.
In the event of non-payment of the entirety or a fraction of any of the agreed due dates for the price, and after a formal notice by registered letter remaining unanswered within fifteen (15) days, in whole or in part, the sale may be automatically resolved by PICTURE, without prejudice to any damages that may be claimed from the Customer as compensation for the damage suffered.
Then, the shipment should be immediately provided to Picture, unless this one require the returns of the products at the customer’s expenses.
This demand could be done by any way – registered letter, fax, bailiff's warning, contradictory inventory… etc, at the expense, risk and peril of the customer.
The amount already paid by the customer will remains acquired as a penalty clause.
This clause does not prevent the transfer of the risks related to the Products to the Customer under the conditions defined in article 3.1.2 hereof.
Article 7 – Intellectual property
The intellectual property rights related to the products, especially the trademarks of Picture and/or the name of the products are the exclusive property of Picture.
These general conditions of sale do not, in any case transfer the intellectual property rights relating to the products to benefits of the customer.
Therefore, the customer has no right to reproduce and/or use, for any purpose whatsoever, and/or to create ambiguity with the designation “Picture” and/or any brand, product names and/or distinctive sign held by Picture.
In particular, the customer is prohibited from creating a website under the name “Picture”.
Furthermore, the customer is prohibited from reproducing or having reproduced, in whole or in part, the models designed by Picture under threat of prosecution, and/or to reveal any information to a third party allowing the full or partial reproduction of these models.
Every survey, information and documents related to Picture which could be transmitted to the customer in any way are the exclusive property of Picture and can't be communicated to a third party for any reason by the customer.
The customer undertakes to return them upon first request from Picture.
Article 8 – Warranty of hidden and apparent defects
8.1 The products must be verified by the customer at the delivery, and any complaints, restriction and objection related to missing pieces and apparent defects, must be made according to Article 3 hereof.
8.2. The denunciation of existing default at delivery time, and revealed after the receipt of the products, should be done by written by the customer within fifteen (15) days from delivery date. After this deadline, no denunciation will not be considered.
It is expressly agreed that, as soon as the customer accepts these terms and conditions hereof, after this period expires, the customer will not be able to plead the non-conformity of the products, nor to oppose it counterclaims to defend itself against a recovery receivables by Picture.
8.3. Picture guarantees its products against the hidden defects, which means against the products defaults which:
Are hidden, which means not visible anomalies at purchase.
Make product totally unfit for use or strongly reduce its use at purchase.
Subject to fulfilling the above conditions and according to French law, the customer has a period of two (2) years from receipt of the product to report the hidden defect to seller or to warn it by postal services, preferably by registered letter.
8.4. In any case, it is specified that the warranty is not applicable in following cases:
In case of improper use of the product in relation to its purpose and practice and/or to Pictures provisions, in particular the maintenance instructions mentioned on the product label;
In case of poor storage conditions or incompatible with products’ nature.
In addition, the warranty will only apply to products that have become the property of the customer.
8.5 The warranty only concerns the hidden defects. As a professional customer, the hidden defect is considered as a manufacturing defect of the product rendering it unfit for its use and non-detectable by the customer before its use.
Under hidden defects warranty, Picture will only be required to replace, at no charge, the defective Products, without the Customer being entitled to claim damages, for any reason whatsoever.
The warranty ceases automatically if the Customer has not notified Picture of the alleged defect within twenty (20) clear days from its discovery. It is the Customer's liability to prove the day of this discovery.
Article 9 - Confidentiality and GDPR
The customer is prohibited to disclose any commercial, technical and financial information or anything resultant to the sale/purchase sustained relationship between itself and Picture.
Each party undertakes to respect the confidentiality of all information and technical or commercial documents from the other party, relating to the performance of the contract (hereinafter referred “confidential information”), which have been disclosed or to which it would have had access during the negotiation or execution of the Services.
This confidentiality obligation does not apply to the information part:
Get into the public domain on the date of its communication by the transmitting party or which would get into the public domain after that date and without fault of the receiving Party
Already knew by the receptive party at the time of its communication.
Given to the receptive party with written confidentiality exemption from the providing party.
This confidentiality obligation shall remain in force after the termination or expiry of the contract during the term of the intellectual property rights relating thereto.
General Data Protection Regulation (GDPR)
The customer is informed that, in the context of the management of transactions related to the contractual relationship with its consumers, personal data are processed by the supplier, as a professional treatment and according to the French law Informatique et Liberté n°78-17 of the 6 January 1978 as well as the applicable rules since the 25 May 2018 according to General Data Protection Regulations. The processed data concerned are necessary for this treatment and are used by the supplier’s services and when appropriate, its subcontractor and providers which some of them may be located outside the EU. The data concerned are kept for the duration of the contractual relationship plus the statutory limitation periods. In case of a data transfer outside the EU, certain rules ensuring the protection and security of the data have been defined.
The Customer benefits, under the conditions provided by law, from a right of interrogation, access, rectification, portability, limitation of treatment and opposition for legitimate reasons, as well as the right to set guidelines on the fate of his or her data after death. The Customer may exercise the rights available to him at: rgpd@picture-organic-clothing.com
The Customer may, in the event of a dispute, file a complaint with the CNIL, the details of which can be found at the following address: https://www.cnil.fr.
Article 10 – liability
The customer is solely liable for damages direct and indirect, which may be caused by product’s use.
To ensure these risks, the customer reports that it has a valid insurance reputedly solvent company.
Picture cannot be held liable for immaterial damages such as loss of profit, production, exploitation ... caused to the customer. The customer waives any proceedings against Picture to obtain compensation for the damage suffered by any prejudice suffered by a third party and to compensate Picture for each claim by a third party, directly or indirectly related to the execution of the order.
In any event, in cases where Picture’s liability could be sought in accordance with the provisions of this article, Picture’s liability is strictly limited to the foreseeable loss within a ceiling equivalent at the sum of the amounts received in respect of the contentious order.
Article 11 – Force majeure
Picture's liability cannot be sought for any delay or contractual breach resulting from a case of force majeure.
The performance of obligations incumbent upon Picture will be suspended by the occurrence of an event constituting force majeure within the meaning of the jurisprudence of the French courts, and in particular without this list being exhaustive: strike within Picture and / or its suppliers, epidemic, embargo, accident, interruption or delay in transport, impossibility to be supplied, defective raw materials or any other event beyond the control of Picture resulting in an inability to produce or procure raw materials.
In this case, Picture will inform the customer by written as soon as possible about the duration of the force majeure events and its foreseeable consequences.
Article 12 – Waiver and unforeseen
The fact that Picture does not avail itself at any time in any of the terms and conditions of these clauses does not constitute a waiver of its right to invoke those clauses later.
Unless otherwise indicated, each party does not intend to waive the conditions provided for in Article 1195 of the new French Civil Code about economic imprecision. The customer admitted received all the information relating to the fulfillment of its contract. According to Article 1112-1 of the new civil code, if a party is aware of important information that determines the other party's consent it must notify it, once legitimately, the latter ignores this information or trusts its co-contractor
Article 13 – Applicable law – Litigations
These terms and conditions are subject to the French Law.
In case of dispute and attempting to seek an amicable settlement, legal competence is assigned to the Tribunal de Commerce de Clermont Ferrand (Clermont Ferrand commercial court), notwithstanding the introduction of several third-party defenders, even in the context of urgent procedures or provisional or definite procedures, in summary or on request.