GENERAL CONDITIONS OF SALE – OAKÂME
LAST UPDATE - NOVEMBER 2021
The Company OAKÂME SAS, with a capital of 10 000 euros, whose headquarters are located in BONDUES (59910) 40 Avenue du Professeur Paul Langevin, registered in the trade and companies register of LILLE MÉTROPOLE under the number 89 168 198 300 013 represented by Mr Christopher CHEVREUIL and Mr Hugo GAVEAU.
ARTICLE 1 - Scope of application
The present general conditions of sale constitute, in accordance with article L 441-6 of the Commercial Code, the sole basis of the commercial relationship between the parties.
Their purpose is to define the conditions under which OAKÂME ("the Supplier", “the Seller” or "the Vendor") provides to professional buyers ("the Buyers” or “the Buyer") who request it, by phone, by e-mail, or via the Supplier's website www.oakame.com, the products proposed by mean of a quotation on the website, in the catalogs as well as custom-made furnitures (hereafter referred to as "the Products").
They apply without restrictions or reservations to all sales concluded by the Supplier with Buyers of the same category, regardless of the clauses that may appear on the Buyer's documents, and in particular its general terms of purchase.
In accordance with the regulations in force, these General Conditions of Sale are systematically communicated to any Buyer who requests them, to enable him to place an order with the Supplier.
Any order of Products implies, on the part of the Buyer, the acceptance of the present General Sales Conditions of the Supplier.
The information appearing in the Supplier's catalogs, website and price lists is given as an indication and may be revised at any time. The Supplier is entitled to make any changes that he deems useful.
ARTICLE 2 - Orders - Availability of Products - Prices
2.1. Orders and Availability of Products
The Buyer shall send a request for a quote via the Vendor's website, by telephone or any other electronic means. For custom-made Products, Purchasers shall send a request for a quote via the Seller's website at the following address: https://www.oakame.com/fr/nous-contacter ("custom-made project" tab), by phone or by any other electronic means.
In addition, such orders for custom-made Products must be accompanied by a design plan of the Product as requested by the Buyer, specifying its essential characteristics (e.g. raw materials, dimensions).
Sales are perfect and final only after:
Ø Supplier's express written acceptance of the Buyer's order, in the form of a quotation proposal, mentioning, inter alia, the price, the dimensions and the raw materials. For custom-made Products, the quotation will be accompanied by a virtual mockup version and acceptance of the quotation implies its acceptance;
Ø Acceptance of the quotation by the Buyer and full payment at receipt.
Unless otherwise specified, the quotation shall be valid for a limited period of thirty (30) days from the date of issue indicated on the said document. After this period, the Buyer must request a new quotation from the Supplier.
Once the Order is validated, the Buyer will receive by email the confirmation of his order and the invoice related to it. This confirmation will summarize the order as well as the relevant delivery information.
The Products are offered within the limits of available stocks. The Supplier shall not be held responsible for the non-performance of the contract in case of stock shortage or unavailability of the Product. In this case, the Supplier will contact the Buyer in order to propose one of the following alternative solutions: a new delivery date, the replacement of the Product by another equivalent product or the reimbursement of the price of the product in question, without the Buyer being able to claim any compensation.
The essential characteristics of the standard Products (Products other than the custom-made Products) are available on the Supplier's website. Also, wooden Products are equipped with an NFC card, allowing the Buyers to access, via a mobile portal, a detailed technical sheet specifying the characteristics and the origin of the wood.
The manufacturing of the Products is handmade and based on natural materials, this may result in visual variations between on the one hand, the photographs and visuals of the website, catalogs and exposure models and on the other hand, the Products as delivered. The photographs and visuals of the Products displayed on the website and catalogs are not contractual and the Supplier shall not be held responsible for any visual variations.
The products are handcrafted and as above-mentioned made from natural materials and may therefore vary by ± 2,5% from the dimensions indicated on the quotation.
2.2 Modification of the order
Any changes requested by the Buyer shall be taken into account, within the limits of the Supplier's possibilities and at its sole discretion, only if they are notified in writing seven (7) days after the order is placed and after the Buyer has signed a specific order form and possibly adjusted the price.
The Products are supplied at the price indicated on the order's quotation.
If the total cost of the Products is not calculable in advance, the Vendor shall send to the Buyer a detailed quotation setting forth the formula for calculating the price, including for this purpose the cost of raw materials. In such case, the Supplier shall send a quotation with a definitive price as soon as it can be calculated.
For professionals based in metropolitan France:
Prices of the Products are expressed in euros and are inclusive of all taxes, except in cases stipulated by the law, excluding shipping and packaging costs. The installation costs are included in the price of the Products as proposed on the quotation.
For professionals based outside metropolitan France:
Prices of the Products are expressed in euros and are exclusive of VAT, including transport costs, in accordance with the applicable Incoterms ® 2020 rule, and packaging. Installation costs are also included in the price as proposed on the quotation.
For sales to professionals based within the European Union, the Products are invoiced exclusive of VAT, subject to the transmission of the Buyer's intra-Community VAT number.
Unless otherwise stated at the time of order placement, deliveries are made using the DAP Incoterm, thus, formalities and costs related to importation such as import duties and taxes are at the charge of the Buyer.
Prices and economic conditions (e.g. discounts) are firm and not subject to revision during their period of validity, as indicated by the Supplier and by default within a limited period of thirty (30) days.
Particular pricing conditions may be applied according to the specificities requested by the Purchaser concerning, for instance, the delivery terms and deadlines, or the payment terms and conditions. In that case, a special commercial offer will be sent to the Purchaser by the Supplier.
ARTICLE 3 - Terms of payment
Unless otherwise agreed in writing between the Parties, the Products shall be paid in full at the time the order is placed.
Seller reserves the right not to proceed with the manufacture of the Product until full payment has been received from Buyer.
The following payment methods can be used:
- by SEPA bank transfer scheme
All bank transfers must be sent to the Supplier to the following bank account
IBAN number : FR76 1627 5006 0008 0020 9118 233
SWIFT code : CEPAFRPP627
Name of the bank : Caisse d’Epargne
Any bank fees related to the transfer for the payment of the invoices are to be paid by the Buyer.
Payments made by the Buyer shall only be considered complete after the Supplier has effectively received the sums due.
In the event of cancellation of the order or termination of the contract by the Buyer, for any reason whatsoever, Seller retains 50% of the total amount of the Order.
In the event of a written agreement between the Parties providing for payment terms different from those indicated above, the following rules may be applied:
In the event of late payment and payment of the sums due by the Purchaser beyond the period set forth above, and after the payment date appearing on the invoice sent to the Buyer, late payment penalties shall automatically and legally be due to the Supplier, without any formality or prior notice of default, and calculated on the basis of the rate applied by the European Central Bank to its most recent financing operation, increased by ten percentage points, but not less than three times the legal interest rate.
In the event of non-compliance with the above-mentioned terms of payment, the Supplier also reserves the right to cancel the sale.
Except with the express, prior and written agreement of the Supplier, and provided that the reciprocal claims and debts are certain, liquid and due, no compensation may be validly made between any penalties for late delivery or non-conformity of the Products ordered by the Purchaser on the one hand, and the sums owed by the latter to the Supplier for the purchase of said Products on the other hand.
A fixed compensation for collection costs, of an amount of 40 euros, shall be due, automatically and without prior notice, by the Buyer in the event of late payment. The Supplier reserves the right to request additional compensation from the Supplier if the collection costs actually incurred exceed this amount, upon presentation of supporting documents.
ARTICLE 4 - Discounts and Rebates
The Vendor may grant the Buyer price reductions, discounts and rebates based on the number of Products available or on the frequency of the orders, according to the conditions set forth in a specific written agreement by the Supplier.
ARTICLE 5 - Deliveries – Reception
5.1. Terms of delivery
Delivery shall be made to the address indicated on the initial quotation sent to the Purchaser and the Products shall travel at the risk of the Vendor to the place of delivery determined by the Parties on the quotation and the invoice and in accordance with the Incoterms ® 2020 rule chosen by the Parties and by default under the DAP Incoterm for deliveries outside metropolitan France.
In the event that delivery is impossible due to an error in the address indicated by the Buyer, the Supplier shall contact the Buyer as soon as possible in order to obtain a new delivery address and any additional delivery costs shall be borne by the Buyer.
The Supplier undertakes to provide all material and human efforts to deliver the Products as soon as possible. These may vary depending on the geographical area of the Purchaser, the delivery method chosen or the Product ordered.
The delivery times indicated at the time of placing the order do not constitute a strict deadline and the Supplier shall not be held liable in the event of a delay in delivery of less than 60 days.
Moreover, the delivery periods only start to run from the effective collection of the sums due.
In the event of a delay of more than 60 days, the Buyer may only request the cancellation of the sale. The amounts already paid will then be returned to him by the Supplier.
The Supplier shall not be held liable in the event of delay or suspension of delivery attributable to the Purchaser or in the event of force majeure.
5.2. Approval of delivery - defects of conformity
The Buyer is required to check the apparent condition of the Products upon receive of the Products. If the Buyer detects an apparent lack of conformity of the order or the Products upon receipt of the Products:
· The Buyer must express his precise and well-founded reservations at the moment of the reception on the shipping order and ;
· The Buyer has :
Ø three (3) days for sales made in metropolitan France, in accordance with Article L-133-3 of the Commercial Code, to send a registered letter with acknowledgment of receipt to the Supplier;
Ø three (3) days for sales made outside metropolitan France to send an email with a confirmation of reading to the Supplier.
Concerning the non-apparent defects of conformity of the delivered Product, these must be materialized by sending an email with a confirmation of reading to the Seller within three (3) days as from the reception of the Products.
It shall be the Buyer’s responsibility to provide any justification as to the reality of the apparent defects or lack mentioned as reservations. The Purchaser must allow to the Supplier all facility to proceed with the detection of such defects and shall refrain from repairing the Products without the prior written approval of the Supplier.
The Products cannot be subject to a claim for non-conformity based on the characteristics of the raw materials and in particular by taking into account the disparities of color with respect to the metallic parts of the Products or of the wood or the specificities of the wood such as knots and natural formed cracks.
In case of apparent defect or non-conformity of the Products duly noted by the Supplier in the conditions/conditions provided for above, the Supplier shall replace as soon as possible and at its own expense, the delivered Products whose lack of conformity has been duly proved by the Purchaser. No return of goods shall be accepted without the prior agreement of the Supplier. Any non-conforming Product must be returned in its original packaging, accompanied by a copy of the invoice and any other document that may have been provided.
ARTICLE 6 - Transfer of ownership - Transfer of risks
6-1. Transfer of ownership – ownership reserve clause
The Vendor retains the ownership of the material and the equipment sold until the effective payment of the entire amount.
The Buyer can neither sell, nor modify the material or the equipment before full payment of the invoice.
In the event of subsequent sale, the Vendor retains the possibility of claiming the price of the Products held by the sub-purchaser.
Retention of title shall be carried forward to the proceeds of the sale.
The Vendor will be able to exercise its rights under the present clause of property reserve, and in accordance with the specific legislative and regulatory provisions relating to the territory on which the good concerned is located. For any of its claims with respect to the Products in possession of the Buyer, the latter will be contractually presumed to be unpaid. The Vendor shall be entitled to take them back or to claim them as compensation for all its unpaid invoices, without prejudice to its right to cancel the ongoing sales.
In the event of a judicial administration or a judicial liquidation of the company of the Buyer, the latter must immediately inform the Vendor and he will be able to claim the property of the transferred goods.
It is specified that the non-payment of any of the due dates may result in the claim of the Products.
6-2. Transfer of risks
For deliveries in metropolitan France:
The Products are packaged and guaranteed until their installation at the place of delivery as agreed by the Parties.
In the event of transport not desired by the Seller and organized by the Buyer himself, the material is removed from the Seller's premises and travels at the Buyer's risk.
For deliveries outside metropolitan France:
The transfer of risk shall take place in accordance with the Incoterms ® 2020 rules as defined between the Parties in the quotation and, by default, under the DAP Incoterm, under which the transfer of risk shall take place upon receipt of the goods by Buyer before unloading, at the place of delivery in the country of destination of the Products.
ARTICLE 7 - Responsibility of the Supplier - Guarantee
7.1. Legal warranty of the Products against hidden defects
In accordance with Article 1641 of the Civil Code, the Products delivered by the Supplier benefit from a legal warranty against hidden defects, as of the date of delivery, resulting from a defect in raw materials, design or manufacture affecting the Products delivered and rendering them unfit for the use for which they are intended.
The warranty forms an inseparable whole with the Product sold by the Supplier.
This warranty is limited to the replacement, repair or reimbursement of non-conforming Products or products affected by a hidden defect.
In accordance with Article 1648 paragraph 1 of the Civil Code, in order to assert its rights, the Purchaser shall, under penalty of forfeiture of any action relating thereto, inform the Supplier, in writing, of the existence of the defects within a maximum period of 2 years from their discovery.
The Supplier shall replace or repair the Products or parts that are found to be defective under this warranty. This warranty also covers labor costs and transportation costs but shall not be liable for any costs related to the handling, assembly and disassembly of the Products and any additional costs.
The replacement of defective Products or parts shall not extend the duration of the above warranty.
7.2. Exclusion of guarantee
Any warranty is excluded in case of misuse, negligence or lack of maintenance on the part of the Buyer, as well as in case of abnormal wear of the Product, in case of use in conditions different from those for which the Products were manufactured or in case of force majeure.
It does not apply either in case of deterioration or accident resulting from shock, fall, negligence, lack of supervision or maintenance, or in case of transformation of the Product.
The visual characteristics of the raw materials and ultimately of the Products may evolve and thus the Products may encounter one of the following situations, without the Supplier's guarantee being engaged :
- appearance of mold stains if the Products are left in a closed and non-ventilated place with high humidity;
- change in color or appearance of cracks and fissures depending on the climatic conditions to which the Products are subjected (e.g. bad weather, humidity, dryness, exposure to UV rays);
- swelling and enlargement of cracks of ± 3% of the Products if they are exposed to water or humidity, dryness or frost ;
- the separation of light wood particles that can create splinters.
ARTICLE 8 - Protection of personal data
The Supplier undertakes not to disclose to any other company the personal data collected during the registration of its buyers. The only purpose of the personal data collected is to allow the realization and management of the order and delivery, and also the administrative and commercial management of the customer relationship (e.g. commercial prospecting, commercial operations, settlement of unpaid invoices).
In accordance with the Data Protection Act of January 6, 1978 (amended) and the General Data Protection Regulation, the Buyer has a right to access, rectify, portability and deletion of his personal data. The Buyer may also object to the processing of his personal data. If the Buyer wishes to exercise this right, he can write to BONDUES (59910) 40 Avenue du Professeur Paul Langevin or send an email at the following address : email@example.com, indicating his/her name, first name, address, email and, if possible, the buyer's reference in order to speed up the processing of his/her request.
The personal data collected from the Buyers are subject to computer processing by the Supplier. They are recorded in its buyer file and are essential to the processing of the order. This information and personal data are also kept for security purposes, in order to comply with legal and regulatory obligations. They will be kept as long as necessary for the execution of orders and any applicable guarantees.
The data controller is the Supplier. Access to personal data will be strictly limited to the employees of the data controller, who are authorized to process them by virtue of their functions. The information collected may be communicated to third parties linked to the company by contract for the execution of subcontracted tasks, without the authorization of the Purchaser being necessary.
Apart from the cases set out above, the Supplier shall not sell, rent, transfer or give access to third parties to the data without the prior consent of the Purchaser, unless compelled to do so for a legitimate reason.
ARTICLE 9 - Force majeure
The Parties shall not be held liable if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, in particular, and not exclusively, in the event of a shortage of raw materials for the Supplier, within the meaning of Article 1218 of the Civil Code.
The Party observing the event shall without delay inform the other Party of its inability to perform its obligations and justify this to the latter. The suspension of obligations shall in no case be a cause of liability for non-performance of the obligation in question, nor shall it give entitlement to the payment of damages or penalties for delay.
The performance of the obligation is suspended for the duration of the force majeure if it is temporary. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties shall make every effort to resume normal performance of their contractual obligations as soon as possible. To this end, the prevented Party shall notify the other of the resumption of its obligation by registered letter with acknowledgement of receipt or any extrajudicial act. If the impediment is definitive, the present contract shall be purely and simply terminated in accordance with the terms and conditions defined in the article "Termination for force majeure".
ARTICLE 10 - Termination of the contract
10.1. Termination for force majeure
Termination by right for reasons of force majeure may only take place 30 days after a letter of formal notice has been sent by registered letter with acknowledgement of receipt or by any extrajudicial act. This letter of formal notice may only be sent 30 days after the date of commencement of the event causing the force majeure.
10.2. Termination for failure of a party to meet its obligations
In the event of non-compliance by either Party with its obligations as provided below
- the non-payment on the due date of the Products ordered by the Buyer ;
- failure to comply with the conditions relating to the methods of payment;
- the non-payment of a previous order.
This list is not exhaustive.
the Sale may be terminated at the discretion of the injured party.
10.3. Provisions common to all cases of termination
In any aforementioned cases, the injured Party may request before the court the granting of damages.
ARTICLE 11 - Intellectual Property
The brand, the logo, and the graphic design of the Vendor’s website are registered trademarks at the NIIP (the French National Institute of Intellectual Property) and works of the mind protected under the copyright, the property of which belongs exclusively to the Company. Any dissemination, exploitation, representation, reproduction, whether partial or complete, without the express authorization of the Company will expose the offender to civil and criminal proceedings.
The Supplier shall remain the exclusive owner of all intellectual property rights on the Products, photographies, presentations, surveys, drawings, models, prototypes, etc., made (even at the request of the Buyer) for the purpose of supplying the Products to the Buyer.
The Buyer shall therefore refrain from reproducing or exploiting said photographies, presentations, surveys, drawings, models and prototypes, etc., without the express, written and prior authorization of the Supplier, which may be conditional upon a financial consideration.
ARTICLE 12 - Disputes
In the event of a dispute relating to these obligations, the Parties shall apply the following procedures:
- In the first instance, the Parties undertake to use their best efforts to seek an amicable settlement of their dispute;
-If no amicable solution has been found within 30 days, the Parties may decide:
- to submit any dispute arising out of or relating to this contract to the Commercial Court of LILLE METROPOLE, unless the Supplier decides :
- to submit any dispute arising out of or relating to this contract to an attempt at mediation, in accordance with the mediation rules of the CAREN or the International Chamber of Commerce depending on the territoriality of the dispute.
- in the event that mediation fails, to have any dispute arising out of or relating to this contract settled by arbitration in accordance with the CAREN, or ICC arbitration Rules, depending on the institution that has been chosen for the mediation procedure.
ARTICLE 13 - Applicable law - Language of the contract of sale
By express agreement between the parties, the present General Conditions of Sale and the purchase and sale operations resulting from them are governed by French law.
They are initially written in French and in the event of a dispute the French version shall prevail.
ARTICLE 14 - Acceptance by the Buyer
The present general conditions of sale are expressly approved and accepted by the Buyer, who declares and acknowledges having a perfect knowledge of them, and thus renounce the right to make any form of claim based on any contradictory document notably his own general conditions of purchase.