GENERAL TERMS AND CONDITIONS OF SALE (GTCS) – B2B
Preamble
These General Terms and Conditions of Sale (GTCS) apply, without restriction or reservation, to all sales of optical products (prescription glasses, sunglasses and accessories) concluded between GUYNOR, a single-member limited liability company (EURL) with a share capital of €1,000, registered with the Paris Trade and Companies Register under number 979 210 846, whose registered office is located at 157 boulevard Brune, 75014 Paris (hereinafter referred to as the “Seller”), and any professional (hereinafter referred to as the “Client”) acting within the scope of its professional activity.
Any order implies the unconditional acceptance of these GTCS, which shall prevail over any other document issued by the Client, unless expressly agreed otherwise in writing by the Seller.
Article 1 – Products
The products offered for sale are described in the Seller’s commercial documents. Photographs, descriptions, and technical information are non-contractual and shall not engage the Seller’s liability in the event of errors or omissions.
Article 2 – Orders
2.1 Ordering procedure
Orders must be submitted in writing (e-mail, purchase order, dedicated platform). Any order becomes firm and final upon written confirmation by the Seller.
2.2 Modification or cancellation of orders
No modification or cancellation of an order will be accepted once confirmed by the Seller, except by express written agreement. In such cases, any costs already incurred shall be borne by the Client.
Article 3 – Prices and Payment Terms
3.1 Prices
Prices are expressed in euros, exclusive of taxes (excl. VAT), to which VAT at the applicable rate shall be added. Prices may be revised without notice, but the applicable price is the one in force at the date of the order.
3.2 Payment
Invoices are payable within 30 days from the invoice date, unless otherwise agreed in writing. No discount shall be granted for early payment.
3.3 Late payment
Any late payment shall automatically entail:
- The application of late payment interest at the rate of 10% per annum;
- A fixed recovery charge of €40, without prejudice to any additional costs incurred in the collection of the debt.
Article 4 – Delivery
4.1 Delivery times
Delivery times are indicative only. Any delays shall not justify the cancellation of an order or the payment of compensation.
4.2 Transfer of risk
Risk passes to the Client upon delivery of the goods to the carrier or upon departure from the Seller’s warehouse.
4.3 Acceptance
The Client must check the goods upon receipt. Any reservations must be made in writing on the delivery note and confirmed by registered letter within 48 hours. Failing this, no claims will be accepted.
Article 5 – Retention of Title
In accordance with Article L621-122 of the French Commercial Code, the Seller retains ownership of the goods until full payment of the price. In the event of non-payment, the Seller reserves the right to reclaim the delivered products.
Article 6 – Warranties and Liability
6.1 Statutory warranties
Products are covered by the statutory warranty against hidden defects (Articles 1641 et seq. of the French Civil Code). Any claim must be made within 8 days from the discovery of the defect.
6.2 Limitation of liability
The Seller’s liability is limited to the replacement or refund of defective products. The Seller shall not be held liable for any indirect or intangible damages (loss of turnover, clientele, etc.).
Article 7 – Force Majeure
The Seller shall not be held liable for delays or non-performance due to events of force majeure (strike, fire, natural disasters, shortage of raw materials, etc.).
Article 8 – Confidentiality
The Client undertakes to keep confidential all commercial or technical information obtained within the framework of the contractual relationship.
Article 9 – Termination
In the event of a material breach by the Client of its obligations, the Seller may terminate the order as of right after a formal notice remains unheeded for 15 days.
Article 10 – Governing Law and Jurisdiction
These GTCS are governed by French law. Any dispute shall fall under the exclusive jurisdiction of the Paris Commercial Court, even in cases involving multiple defendants or third-party claims.