The company POUDRE ORGANIC (hereafter referred to as POUDRE ORGANIC) markets clothing and accessories (hereafter referred to as the Products) backed by an ethical and responsible image based on supply, quality and the POUDRE ORGANIC Brand’s recognised high standards.
Accordingly, POUDRE ORGANIC is committed to producing and marketing these products in a manner in keeping with its position in the clothing market, linked to the quality and image of the brand and of these Products.
To this end, the clients declare that they are fully aware of the commitments entered into by POUDRE ORGANIC and agree to respect their position in the marketplace and not to tarnish their image when reselling the Products.
Article I. Purpose - Application
These general terms of sale describe POUDRE ORGANIC’S rights and obligations and those of its professional clients when selling POUDRE ORGANIC branded Products to professional clients (hereafter referred to as the client(s)).
Unless express written conditions to the contrary have been accepted by POUDRE ORGANIC, sales are always made subject to the conditions described hereafter, which have full legal force between the parties and which take precedence over any other document issued by the client.
The clauses and provisions of the general terms of sale may not be modified by any contrary clauses contained, among others, in the client’s general purchasing conditions or any other document, without POUDRE ORGANIC’S express written consent.
Consequently, the order placed by the client constitutes unreserved acceptance by the client of these general terms of sale, with which the client acknowledges that it is perfectly familiar and of which it accepts all clauses and provisions.
The fact that at a given moment POUDRE ORGANIC does not avail itself of any of the clauses of these conditions may not be considered as a renunciation on its part of its right to subsequently avail itself of these same clauses.
These general terms and conditions may be modified at any time without notice by POUDRE ORGANIC, with the applicable conditions being those in force on the date on which the order is placed by the client.
Article II. Orders
Orders shall be sent to POUDRE ORGANIC by fax, post or email, with the same communication method being used if the order is contested by POUDRE ORGANIC.
All orders will be confirmed using the same methods within a period of 7 days. Failing this, if the order is not accepted by POUDRE ORGANIC, it will not be confirmed.
MINIMUM ORDER FOR ALL COUNTRIES
1st order of the season: Minimum order: €2000 ex VAT.
Restocking during the season: Minimum order: €500 ex VAT
Free shipping: 3000€ ex VAT for the following countries: France, Belgique, Allemagne, Luxembourg, Pays-Bas, Tchéquie, Danemark, Hongrie, Pologne, Bulgarie, Lettonie, Lituanie, Malte, Roumanie, Slovaquie, Slovénie, Bosnie-Herzégovine, Liechtenstein
For all other countries the cost of transport is the responsibility of the customer according to the weight, the country of destination and the tariffs of the carrier.
Each order will only be finally confirmed by POUDRE ORGANIC upon receipt of the 30% down payment paid by the client.
The confirmed order may not be subsequently modified, cancelled or its due dates changed unless expressly agreed in writing by POUDRE ORGANIC.
In the case of an order modification accepted beforehand expressly by POUDRE ORGANIC, the initially agreed dates and prices may be modified.
POUDRE ORGANIC may accept the orders subject to available stock. POUDRE ORGANIC will inform the client of the availability of the Products at the time the order is confirmed. If the products are unavailable despite POUDRE ORGANIC’S vigilance, POUDRE ORGANIC will inform the client of this as soon as possible. The client may then replace or cancel the order for the unavailable Products.
POUDRE ORGANIC may not be considered liable for any permanent or temporary unavailability, and this will not entitle the client to the payment of any compensation or damages.
Article III. Prices
The prices of the Products are those in force on the date on which the order is placed. They are shown in euros, ex VAT. Consequently, they will be increased by the VAT rate and carriage costs applicable on the order date.
POUDRE ORGANIC may modify its prices at any time. POUDRE ORGANIC will inform the client of this as soon as possible.
However, POUDRE ORGANIC agrees to invoice the ordered Products at the prices shown at the time the order was placed.
Article IV. Payment terms
The price is payable net and without discount.
Payments for orders shall be made by bank transfer, unless agreed otherwise by POUDRE ORGANIC.
At the time the order is placed, the client must pay a down payment of 30% of the total order value, with the balance being payable before the Products are shipped.
The settled invoice will be sent at the time the Products are delivered.
In the case of bank transfers from abroad, the Client agrees to guarantee the payment in full of all sums owed to POUDRE ORGANIC and to ensure that POUDRE ORGANIC is not required to pay any possible transfer costs. Consequently, if transfer costs are deducted from the sums paid to POUDRE ORGANIC by the client, the latter agrees to pay the difference immediately upon request to do so from POUDRE ORGANIC.
If the client presents an insolvency risk, or in the case of any prior dispute or of a new client, to avoid refusing the order sent to it POUDRE ORGANIC reserves the right to modify its usual payment terms, and/or to require payment guarantees, either prior to accepting the order or prior to the delivery date of the said order.
If the client fails to supply the requested payment guarantees, POUDRE ORGANIC may refuse, suspend or cancel the order.
The client agrees that it will not practice any offsetting or adjustment when settling the sums owed to POUDRE ORGANIC, with such payment by offsetting being considered as constituting an overdue payment with all of the resulting consequences.
Article V. Overdue payments
Under the terms of these general terms of sale, the expression “overdue payment” refers to any sum not cashed by POUDRE ORGANIC on the payment due date referred to in the previous article.
Any total or partial overdue payment of the asking price at the payment due date resulting from the deadlines stated in these general terms of sale or shown on the invoices will result in the client being required as of right to pay a penalty equivalent to the ECB rate applicable on the payment due date plus 10 percentage points, and fixed compensation for recovery costs of 40 euros, with it being hereby stipulated that if POUDRE ORGANIC incurs collection costs exceeding this fixed compensation these must be reimbursed in full by the client.
This penalty will be calculated based on the total price remaining unpaid at the payment due date and will apply until the date on which the price is paid in full, including the main sum, costs and accessory charges.
In the event of overdue payment at a payment due date, all sums owed by the client to POUDRE ORGANIC will immediately become due and POUDRE ORGANIC may automatically suspend the performance of all other orders underway, with no possibility for the client to claim any damages or compensation of any form as a result.
The client must compensate POUDRE ORGANIC for any losses suffered as a result of the overdue payment including fixed compensation equivalent to 15% of the total sums remaining unpaid.
The implementation by POUDRE ORGANIC of the guarantee obligation or any complaint of any nature which the client may issue concerning the product sold by POUDRE ORGANIC, including conformity issues, will not entitle it under any pretext to hold back or delay any payments due.
Article VI. Retention of title
When the Products sold are not paid for in full at the time of delivery, POUDRE ORGANIC retains ownership of them until payment in full of the asking price, including the main sum and the related costs and accessory charges.
Under the terms of this clause, the provision of a bill of exchange or other instrument creating an obligation to pay are not considered as constituting payment, with payment only becoming effective when the asking price is actually cashed by POUDRE ORGANIC.
If payment remains overdue eight days after the issuing of formal notice to comply sent by registered letter with acknowledgement of receipt, this remaining unheeded, the sale will be cancelled as of right at POUDRE ORGANIC’S discretion, which may then demand the return of the products without prejudice to any other damages it may choose to pursue.
The costs pertaining to the recovery of the products will be assumed by the client and all down payments paid will be retained by POUDRE ORGANIC to cover its costs and to compensate it for any losses incurred, subject to any other rights or actions it may choose to invoke.£
The client, which has custodianship of the products, agrees to keep all products not paid for in full in perfect condition, to inform POUDRE ORGANIC of the location at which they can be collected and to place the said products at its disposal.
The Client agrees to ensure that the products can be identified and claimed at any time, with it being hereby specified that the products in stock on the client’s premises are irrefutably considered to be the products for which payment is outstanding.
In the event of a seizure or any other intervention by a third-party concerning the products, the client must immediately inform POUDRE ORGANIC of this as soon as possible to enable it to oppose such measures and to defend its rights.
The client moreover agrees that it will not pledge or offer as collateral the ownership of any products which have not been paid for in full and will not grant any rights to a third-party concerning these products.
The client must insure the products against all risks, with an insurance company known to be solvent, informing the latter that in the event of a claim, POUDRE ORGANIC will be subrogated for its receivable to all rights the policyholder may have vis-à-vis the insurer.
In the event of the resale of products affected by the retention of title clause, the client agrees that it will not transfer the debt it holds vis-à-vis its own client to any party other than to POUDRE ORGANIC and furthermore agrees to pay the sums owed to POUDRE ORGANIC when payment is received from its own client. In all circumstances, POUDRE ORGANIC may demand payment for the products from the subsequent purchaser.
Article VII. Delivery – Acceptance
Delivery will be made to the location stated by the client on the order form.
POUDRE ORGANIC will do everything possible to meet the delivery dates stated at the time the order was booked. However, these dates are provided for information purposes only and cannot be guaranteed.
Consequently, any reasonable delay in delivering the products may not be used by the client as grounds for the payment of damages or compensation, or the cancellation of the order. Any excessive delay may only result in the payment of compensation upon presentation of proof of the losses actually incurred by the client.
The carriage risks are assumed in full by the client, with POUDRE ORGANIC accepting no liability following the collection of the products from its premises or the production premises, regardless of the transport method and the payment terms for the carriage costs.
In the case of any goods lost or damaged during transportation, the client must record any necessary comments or reservations on the order form at the time the said goods are received, in application of the provisions of article L 133-3 of the French Commercial Code. These reservations and comments must moreover be confirmed in writing to POUDRE ORGANIC within two (2) days following the delivery, by email with tracking or registered letter with proof of receipt.
Beyond this deadline, the Products are considered as fully compliant with the order and no complaints or claims will be considered by POUDRE ORGANIC, who will assume no liability concerning the non-compliance of the Products received.
Article VIII. Complaints
In the event of a complaint from the client on any grounds (transport, non-compliance, defects, etc.), it must provide all proof (including photographs and descriptions), concerning the reality of the defects or non-compliance noted.
The client must allow POUDRE ORGANIC every opportunity to carry out any observations considered necessary, or to have them performed by any third-party. Only POUDRE ORGANIC or any person duly authorised by this company may perform these inspections and verifications.
After inspection by it, if defective, non-compliant or missing items are confirmed by POUDRE ORGANIC or its representative, the client may only request the free replacement or reimbursement of the non-compliant products from POUDRE ORGANIC and/or the provision of any missing items.
Any complaints submitted by the client in accordance with the conditions and procedure described in this article will not suspend the client’s obligations to pay for the compliant products delivered.
Article IX. Guarantees and liability
POUDRE ORGANIC does everything possible to market Products which are flawless regarding their presentation and quality.
POUDRE ORGANIC recommends that the client transports and stores the Products under conditions adapted to the clothing and accessories.
POUDRE ORGANIC may not be considered liable in the event that the Products have been transported or stored in abnormal conditions or conditions incompatible with their nature.
POUDRE ORGANIC guarantees its products against any defects pursuant to articles 1641 and following of the French Civil Code.
If the client considers that the products are affected by hidden defects, it must inform POUDRE ORGANIC of this within one month following delivery, by registered letter with acknowledgement of receipt, specifying the defects affecting the Products and providing any proof concerning the reality of such defects pursuant to the provisions of article VIII.
If, upon examination by POUDRE ORGANIC, it is found that the products were affected by defects, POUDRE ORGANIC then agrees to replace these free of charge or to issue a refund for them.
POUDRE ORGANIC’S guarantee is strictly limited to the obligation to replace or issue a refund for the defective products and it is expressly specified that POUDRE ORGANIC will under no circumstances be required to pay any compensation of any form to the client for any loss of any nature, or to pay any costs whatsoever due to the defects affecting the products sold by it.
Article X. Use of the products
POUDRE ORGANIC markets Products whose image, reputation and positioning in the market are essential aspects concerning the value and standing of the Products and of the POUDRE ORGANIC Brand.
Accordingly, as the client is fully informed of the market position of the Products being marketed, it agrees to respect the Products’ image and to avoid tarnishing the image of the Products either directly or indirectly (respecting the market positioning of the product, marketing in a suitably adapted environment, with the said Products being appropriately and attentively presented, etc.).
POUDRE ORGANIC also reserves the right to remove any discounts or rebates as a result of any particularly serious losses being generated for POUDRE ORGANIC as a result of the image of the marketed Products being tarnished, without prejudice to any damages it may choose to pursue.
Concerning the Products sold, the client agrees to comply with all of the legal and regulatory requirements inherent to business law, including in particular those regarding resale at a loss.
In all cases, should the terms of this article not be respected, POUDRE ORGANIC reserves the right to suspend deliveries and to initiate any action against the Client to obtain reparation of the losses suffered. Moreover, POUDRE ORGANIC reserves the right not to satisfy an order from the client if it is likely to adversely affect POUDRE ORGANIC’S rights and image.
Article XI. Personal data
Pursuant to the provisions of the General Data Protection Regulation or “GDPR”, POUDRE ORGANIC informs the client that for the purpose of establishing and managing the business relationship between them, POUDRE ORGANIC may collect and process personal data concerning the client and/or concerning the Client’s staff. The provision of personal data is required in order to (a) establish and manage the contractual dealings between POUDRE ORGANIC and the client, implement the contractual commitments entered into and more generally satisfy all resulting obligations, (b) satisfy and implement all related administrative, accounting and fiscal formalities, (c) comply with the applicable legal and statutory provisions, (d) manage the company and POUDRE ORGANIC.
When processing the personal data, POUDRE ORGANIC agrees to (a) ensure that the data concerned is accurate and up-to-date and to make any corrections and/or additions required as soon as possible, (b) ensure that the processing complies with the applicable legal provisions, (c) and to process the personal data in accordance with the principle of fair, legal and transparent processing, in compliance with the principle of data minimisation and under conditions guaranteeing its security and privacy.
Personal data concerning the client and/or the client’s staff is intended for POUDRE ORGANIC’S internal departments and may be communicated to third parties to meet the end purposes mentioned above, such as the tax and/or social security bodies, providers of accountancy and/or legal services to POUDRE ORGANIC, and more generally to POUDRE ORGANIC’S partners and contacts needing to receive the data concerned to meet the above-mentioned end purposes.
The personal data will be stored and processed within the European Union. If any personal data is to be possibly transferred outside the European Union, POUDRE ORGANIC will ensure that appropriate guarantees are put in place, in compliance with the GDPR.
POUDRE ORGANIC stores the collected personal data in its system for a limited period necessary to meeting the end purposes for which it is being processed, and/or to meet specific statutory or contractual obligations.
Pursuant to the GDPR, the client and/or the client’s staff whose personal data is being processed have a right to access, rectify and delete the data concerning them, a right of objection and a right to withdraw their consent if the processing of the data concerning them is based on consent, in addition to a right to be forgotten and/or to limit the processing using personal data concerning them, in accordance with the limits and conditions stated in the GDPR. These rights may be exercised by writing to the following address: POUDRE ORGANIC – 6 bis rue Bocquillot 89200 AVALLON - FRANCE. Additionally, the data subjects are entitled to submit a complaint to the CNIL (French data protection authority).
Reciprocally, the client agrees to process personal data of POUDRE ORGANIC’S staff in strict compliance with the provisions of the GDPR. The client also agrees to inform its staff whose personal data may be processed by POUDRE ORGANIC for the above-mentioned end purposes of the provisions of this article.
Article XII. Force majeure
POUDRE ORGANIC may not be considered liable if the non-performance or late performance of one of its obligations as described in the general terms of sale results from force majeure circumstances.
It is agreed that among others the following will be considered as force majeure circumstances: epidemics and major health-related events, fires, floods, storms, serious equipment-related accidents, mobilisation, war, transport interruptions, raw material shortages, modifications to laws or customs regulations inherent to the products, strikes, whether total or partial, within POUDRE ORGANIC or on the sites of suppliers/subcontractors and more generally any cause outside POUDRE ORGANIC’S control.
POUDRE ORGANIC agrees to inform the client as soon as possible in writing should a force majeure incident arise.
The contract between POUDRE ORGANIC the client will then be suspended as of right without compensation of any nature, from the date on which the event occurs until the date it ends.
If the force majeure event continues for more than three (3) months, the Parties agree to meet in order to discuss the conditions for the continuation of the contract.
Article XIII. Applicable law - Jurisdiction
Any dispute concerning the interpretation or performance of these general terms of sale and more generally the sales of the Products by POUDRE ORGANIC is subject to French law, to the exclusion of the Vienna Convention on the international sale of goods.
It is expressly agreed between the parties that only the Tribunal de Commerce (Commercial Court) of AUXERRE will have jurisdiction for any disputes or proceedings concerning the constitution, implementation or interpretation of these general terms of sale and for any sales operations concerning the Products, whether this concerns a principal claim, the introduction of third parties or non-voluntary third party intervention, proceedings on the merits or summary proceedings, including in the case of multiple defendants.
If translated, only the French version of this document will have legal force.