L’Indochineur - General Terms of Sale

Revision October 2017

Art.1 - GENERAL TERMS

Our sales are subject to these general terms of sale prevailing over any other purchase term. Once they have been accepted, our clauses apply to all future transactions and their execution, whether the order comes by fax, email, or other medium which does not explain our terms. Any contrary clause in the purchaser’s order not accepted previously in writing by l’Indochineur shall be deemed ineffective.

Art.2 - PRICE

Our prices are in euros, before tax, EXW from our warehouse in CHATILLON - France.

Art.3 - ORDER

Orders submitted to l’Indochineur are binding on the purchaser.

They must be prepared in writing by the customer and accepted by our company following our written confirmation order format. An order cannot be for less than €400 before tax.

No cancelled or amended order shall be accepted without l’Indochineur’s written consent.

Art.4 - PRODUCTS

Given the artisanal character of our products, minimal differences may be found in shape, dimensions and colors between two products with the same reference.

Owing to the potential alterations in their depiction, the characteristics of the items (dimensions, weight, color nuances, photographs, etc.) on our catalogues and on our website, only have an indicative and non-contractual value..

Art.5 - AVAILABILITY OF PRODUCTS

Most items are in stock in Chatillon.

In the event of replenishment, there must be a 45-day waiting period to add to manufacturing periods.

Art.6 - PAYMENT TERMS

Unless otherwise expressly provided by l’Indochineur, the payment is made upon delivery of goods, by direct debit. No discount for advanced payment is agreed.

For special orders (outside the catalogue), a 50% down payment shall be asked for every order, the remainder being payable before delivery.

Penalty clause for delayed payment: any delayed payment shall incur a penalty, in the form of the refinancing rate of the BCE, plus 10 points, calculated on a pro rata temporis basis on remaining overdue sums. The adopted rate must be up to three times the statutory interest rate (Section L441-6 of the Commercial Code).

Penalty clause: any payment default with a fixed deadline shall incur, upon an unsuccessful formal notice of payment by registered letter with acknowledgement of receipt, by way of damages and interest, a penalty accounting for 15% of overdue sums.

Expiration clause: any payment delay shall cause the immediate enforceability of payment by the purchaser of all overdue sums to the seller.

Termination clause: : any breach by the purchaser of the payment upon expiration of the sale shall result in its termination « as of right » , at the seller’s discretion, 10 days after an unsuccessful payment notice is sent by the seller reminding the breaching party of the enforcement of this clause.

Invoice claim: no claim shall be taken into account upon expiration of an eight-day period as from the issuance of the invoice. It must be in writing.

Art 7 - RETENTION OF OWNERSHIP

Ownership of the goods is reserved to the seller until the price is paid in full. However, it is formally agreed that risks are transferred to the purchaser upon shipment of the goods from the seller’s premises.

Art.8 - DELIVERY

The customer must check goods upon delivery.

Deliveries are made by carrier, risks shall be covered by the customer.

The customer must always:

- Check upon acceptance the condition and quantity of goods by opening packages in the deliverer’s presence.

- Clearly state any observations/problems on the delivery notes, specifying the nature and significance of the damage.

In case of problems or no notice by the carrier by registered letter seventy-two hours upon delivery and address, a copy shall be simultaneously submitted to l’Indochineur.

Shipment and delivery periods are merely a guideline. No penalty may be demanded if they are not observed.

Transport fees:

Europe: free-shipping on orders above 2000€ HT (except stone, lacquer and ceramic.)

Art.9 - FORCE MAJEURE

The company must complete accepted orders, unless something unusual disrupting its production of shipments occurs.

Especially, including, but not limited to, total or partial strikes, accidents, riots, wars, sabotage, fires, frost, epidemics, flooding, transport disruption, difficulty in the supply of raw materials or fuels and any force majeure event authorizing us to delay or cancel the suspended order, in whole or in part, without incurring any indemnity.

Quantities ready at the time of cancellation shall be shipped to the customer in question, who must accept them.

Art.10 - WARRANTY

All our products have a warranty against manufacturing defects. The warranty shall be strictly limited to the reinstatement or replacement of products with a defect, excluding any other compensation.

The customer must check delivered goods, as to their quality, quantity, reference and fulfillment of the order.

Any claim on non-compliance shall be made within fifteen days upon delivery. Such claim must be in writing.

If the customer intends to commence court proceedings, this must take place within one year upon delivery; and thereafter the statute of limitations shall have run.

Art.11 - TERRITORIAL JURISDICTION - APPLICABLE LAW

Any litigation concerning our sales shall fall under the exclusive jurisdiction of the NANTERRE Commercial Court. Any sales completed by our company shall be subject to French law.