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 General termes of Sales​

1. PURPOSE – ENFORCEABILITY: 

These General Conditions of Sale («GTC») govern all sales and deliveries of eyewear products («Products») made by Atelier Optique Brunie («the Seller») to professional reseller customers, distributors, purchasing centers, including any affiliated company located in Metropolitan France, Belgium and Switzerland («the Client»). 

The GTC and the prices in force are systematically communicated to the Customer by various means such as email, the <aob-pro.com> platform, etc., in order to allow him to place an order. By accepting these General Terms and Conditions, the Customer acknowledges having a perfect knowledge of them and renounces to avail itself of any other document, including its own general conditions of purchase or sale.  Any order placed by the Customer implies its unreserved acceptance of the GTC, unless expressly agreed in a written agreement between the Seller and the Customer («the Parties»).  The T&Cs thus prevail over any other contractual document of the Customer. 

Any modification of the GTC will be considered enforceable against the Customer within one (1) month of its notification by any means, and will be applicable to any new order placed by the Customer following said modification. However, the Seller reserves the right to modify the GTC without notice and at any time if necessary, including for regulatory reasons. The modified GTC will be transmitted to the Customer.

2. OFFERS: 

The products offered by the Seller are those mentioned in its commercial documents at the time of the order. The information concerning these products is provided by the Seller for information only. Although the Seller strives to present the products as graphically as possible, it is important to note that these graphic representations have no contractual value and that the responsibility of the Seller cannot be engaged in case of difference between the graphic representation and the actual product.

Product offers are valid for the entire period of validity of the commercial documents. If a product is unavailable for an order containing several products due to an out of stock or for any other reason, this does not entitle the Customer to cancel the other products of the order or to request compensation from the Seller.

Unless otherwise stated, offers concerning products are valid for Metropolitan France and DROM COM. The Seller will endeavour to keep its offers regularly updated. However, its responsibility cannot be engaged in case of unavailability of a product at the time of the order or after it. Given that the products may evolve, the Seller reserves the right to modify the characteristics and content of the products or to withdraw products from its offers at any time and without notice, including after placing the order, if necessary because of the application of any legislation applicable to the products.

Spare parts essential to the use of the products will be provided by the Seller for a period of two (2) years from the date of sale of the products. In accordance with article L.111-4 of the Consumer Code, the Seller undertakes to provide, within fifteen (15) working days, the spare parts essential to the use of the products to any Customer who requests it.

The solar frames sold by the Seller are delivered with a notice indicating the category of protection of the lenses. This category is also registered inside the right branch of each frame, in accordance with the modalities specified in the new information leaflet. This information leaflet must be systematically provided to the final consumer with each frame, in a language easily understood by the latter. In addition, the indication of the filter category is also present at the bottom right on the barcode of the label that is stuck on the bag of each sunglasses. This label is now an integral part of the product, and it is therefore mandatory to give it to the final consumer.


3. ORDERS:

For the Customer’s order to be taken into account, it must be accompanied by a written order form, sent by the Customer to the Seller by email, via EDI or via the Aob-pro.com platform. This purchase order must refer to the General Conditions of Sale (GTC) and must specify the nature, references, quantity and price of the products, as well as any other information required by the Seller. Upon receipt of the purchase order, the Seller checks the availability of the products. The Seller reserves the right to refuse all or part of the purchase order in the following cases: (i) unavailability of products, in particular for non-standard products not agreed by the Parties, (ii) existence of a dispute between the Parties concerning a previous order and/or payment of invoices, (iii) concurrent activity of the Customer, with the intention of using the products to develop an activity or products competing with those of the Seller, or for the purpose of committing or attempting to commit wrongdoing.

For certain brands of products, a minimum order quantity is set at thirty (30) products billed annually for the year 2024. The Seller reserves the right to stop deliveries of products to the Customer if the latter does not respect this minimum order quantity, as communicated by the Seller at the beginning of each contractual year.

The acceptance of the order by the Seller will be final and binding only after sending the Customer an order confirmation by email. Unless expressly agreed between the Parties, the order cannot be cancelled or postponed by the Customer. However, the Seller reserves the right to cancel, split or reduce quantitatively any order in certain circumstances, such as a regulatory change, a production incident, transport or out of stock, in case of force majeure, or to guarantee the quality of the products. In this case, the Seller will inform the Customer in writing, without this conferring any right to compensation for the Customer.

4. DELIVERY:

The Products are sold under the terms DAP (Incoterm 2020), which means that the Products are considered delivered as soon as they are made available to the Customer at destination, on the arriving means of transport, without unloading. Deliveries are made according to availability and in the order of arrival of orders. The Seller reserves the right to make total or partial deliveries. Unless otherwise stated, delivery times are provided as an indication. Any exceeding of these deadlines may not result in withholding from the price of the order, claim for damages, cancellation of orders in progress, or refusal of deliveries.

The responsibility of the Seller cannot be engaged, and no fees or penalties can be charged or deducted by the Customer in case of absence of delivery or delay in delivery (if the Seller has expressly and in writing committed to a delivery date) caused by force majeure events as defined by case law and the Civil Code.

5. RECEIPT - NON-CONFORMITY:

Upon receipt of the Products, the Customer is required to check their condition and compliance with the accepted order. Any damage, missing, apparent defect or non-conformity of the delivered Products must be the subject of written reservations, complete, dated, signed and mentioned on the packing slip, delivery or consignment note at the same time as the Products are made available or delivered. A duplicate of this slip, materializing the complaint of the Customer, accompanied by the subject of the complaint, a photograph of the packages and Products, the quantities concerned and all the traceability elements located on the packaging to identify the lot, must be delivered to the Seller and the carrier by email and by registered letter with acknowledgement of receipt within 48 hours of receipt of the Products.

Otherwise, no claim regarding the Products will be accepted. The Customer must provide any justification as to the reality of the apparent or non-conformities noted and leave to the Seller any facility to proceed with their finding.

If the aforementioned conditions are met, the Customer may obtain free replacement or the issue of a credit note, at the Seller’s option, excluding any compensation, damages or penalties, provided that the Products concerned are effectively returned to the Seller and that it is duly established and accepted in writing by the Seller that the Products concerned are non-compliant or affected by an apparent defect. The costs and risks of returning the Products, with the prior agreement of the Seller, remain the responsibility of the Customer. No return will be accepted if it is not accompanied by all its supporting documents and after a period of two (2) months following the acceptance by the Seller of the return. The Parties expressly exclude any forced execution of their respective obligations (Articles 1221 and 1222 of the Civil Code). 

Any delivery that has not been subject to reservations in accordance with the aforementioned terms will be considered as accepted by the Customer. The Customer’s use of the non-conforming Products and/or unreserved receipt covers any apparent defect, non-conformity and/or incomplete delivery. It should be noted that the formulation of reservations by the Customer does not affect the payment of the Products by the latter.

6. PRICES AND SETTLEMENT CONDITIONS:

For commercial purposes, the Customer may request the return of unsold Products in exchange for new orders placed with the Seller. A return voucher will be issued by the Seller. Subject to the prior written consent of the Seller, the Customer has thirty (30) days from the notification of the Seller’s agreement to return the Products. 

The Customer undertakes to collaborate with the Seller in these return and exchange operations of Products. The risks and costs of returning the Products shall be borne by the Customer. The returned Products must be new, unused by the Customer and in their original packaging, including all accessories and commercial documents.  The Seller will check the returned Products and reserves the right to refuse the return of Products. The exchange rate may not exceed seven percent (7%) of the net ordered volumes of returns per brand, appreciated throughout the year. A rate check is performed by the Seller at the end of the third quarter. 

If this percentage is expected to be exceeded, the Seller reserves the right to refuse exchanges in the fourth quarter so that the exchange rate remains below seven percent (7%) over the entire year. The exchange of the Products accepted by the Seller entails the issue of a credit note by the latter, the value of which is calculated on the basis of the net sales price excluding tax of the Products to the Customer. Depending on the age of the model of the Products returned by the Customer, a discount rate will be applied to the said sale price of the Products, in accordance with the discount policy in force. Under no circumstances may the returned Products be refunded by the Customer.


7. RETENTION OF TITLE – TRANSFER OF RISK:

The Seller retains ownership of the Products from the order until full payment of the full principal price, interest and accessories. Failure to pay a due date or part of the price may result in the Seller claiming the Products, without prior notice. The Customer is obliged to return the Products immediately, at the Customer’s expense, risk and peril, in this case. It is strictly forbidden for the Customer to dispose of the Products until they have been paid in full. However, in the event of resale, the Seller may exercise its resale right by claiming payment directly from the End Customer.

These provisions do not prevent the transfer of the risks of loss and deterioration of the Products delivered to the Customer upon delivery, as well as the damage they could cause. The Customer undertakes to immediately inform the Seller of any event depriving it of the complete disposal of the Products (theft, deterioration, seizure, etc.). In addition, the Customer undertakes to keep the Products identifiable as the property of the Seller and to take out insurance covering the risks on the Products until full payment of the price. The Customer also undertakes to store the Products under conditions that meet the essential health and safety requirements.


8. GUARANTEE - RESPONSIBILITY:

All models of Products sold by the Seller have a warranty of two (2) years from the date of release of the collection of said Products, in accordance with the terms defined in the general conditions of service aftersale of the Seller, which are included in the GTC and accessible via Aob-pro.com. 

This warranty covers defects and manufacturing defects, excluding in particular the following cases: (i) damage caused by an event of force majeure or a cause outside the control of the Seller, (ii) abnormal use of the Products or conditions inappropriate for their intended use, (iii) damage resulting from storage or storage conditions not in accordance with the Seller’s recommendations or the nature of the Products, and (iv) normal wear and tear or breakage due to improper use or improper handling of the Products. The Products are also covered by the legal guarantee of hidden defects provided for in articles 1641 and following of the Civil Code. In case of recourse to this guarantee, the Customer may request the repair of the Products, their replacement or, if no stock is available, their exchange for an identical or similar Product of equivalent value, without right to any other claim, compensation or damages, provided that the Customer reports the defect to the Seller as soon as it is discovered, in writing, during the warranty period specified in this article.

The Seller disclaims all liability for indirect and/or immaterial damages, whatever the circumstances, as well as for any financial or commercial damage, such as loss of profits, loss of operations, loss of order, loss of customers, the increase of overheads and/or other costs, commercial disturbances or any damage to the image suffered by the Customer in connection with the Products and/or the execution of an order. In any event, even in the event of established liability, the Seller’s liability may not exceed the amount actually paid by the Customer for the Products concerned.

9. CORPORATE IDENTITY:

The Customer undertakes to promote and market the Products respecting their brand image. The Customer undertakes to avoid any behavior, comments or communication that could harm this brand image. In case of non-compliance with this commitment, the Seller reserves the right to terminate the order attributable to the Customer, without notice and without prejudice to any other claim for damages.

10. TERMINATION:

In the event of a breach by the Customer of one of its obligations, the Seller reserves the right, in its sole discretion, to suspend the availability of the Products after notification by registered letter with acknowledgement of receipt, or to terminate the Customer’s order for its sole fault, by registered letter with acknowledgement of receipt, after a formal notice remained without effect for fifteen (15) days from receipt. The cancellation will take effect from the first presentation of the registered letter, the postmark being authentic. This termination will be without prejudice to the other rights of the Seller according to the GTC and any damages due for damages suffered by the Seller. In the event of termination, for any reason whatsoever, all sums due to the Seller shall become immediately payable.

11. CONFIDENTIALITY – NON-COMPETITION:

Confidential information includes any information, whether written or oral, as well as any document, including the Seller’s commercial and pricing terms, regardless of their format or medium. The Customer undertakes to maintain the confidentiality of this information and to use it exclusively for the execution of orders. This confidentiality obligation shall remain in effect until such time as the confidential information is disclosed or made public, and shall end three (3) years after the completion of the respective obligations of the Parties, regardless of the cause. In addition, for the entire duration of the execution of orders and for five (5) years after their term, the Customer shall refrain from contacting or concluding agreements, directly or indirectly, with the Seller’s suppliers, in particular to compete with them or to place direct orders from them. In case of non-compliance with these provisions, the Customer acknowledges its responsibility and undertakes to repair any damage suffered by the Seller.

12. APPLICABLE LAW - ASSIGNMENT OF JURISDICTION:

These general conditions of sale are governed by French law. Any dispute relating to their interpretation or execution will be submitted to the exclusive jurisdiction of the Commercial Court of Paris, including in the case of summary proceedings, warranty claims or multiple defendants.