GENERAL TERMS AND CONDITIONS OF SALE
Wholesale and B2B distribution – France, European Union and international sales
Version date: [DATE]
1. Seller
These General Terms and Conditions of Sale (“Terms”) are issued by:
NEW TIME
SARL, share capital EUR 152 000
Registered office: 90 rue de la Haie Coq, 93300 Aubervilliers - FRANCE
Company registration number: 40385322900017
VAT number: FR17 403853229
Email: [EMAIL]
Telephone: [PHONE]
Operating pro.moskiparis.com.
2. Business activity
The Seller operates as a B2B wholesaler and distributor, supplying eyewear, optical products and accessories exclusively to professional customers.
Where the statutory requirements are met, the Seller acts as a wholesaler within the meaning of Article L.441-1-2 of the French Commercial Code. Légifrance
3. Professional customers only
The Website and all sales are exclusively intended for persons acting for business purposes.
The Customer warrants that all account information is accurate.
The Seller may request documents proving professional status and may reject, suspend or close an account where such status cannot be verified or where the account is misused.
4. Approval of professional accounts
Registration does not automatically confer purchasing rights.
Account approval may be refused or withdrawn in the event of inaccurate information, fraud, breach of these Terms or payment default.
5. Scope
These Terms govern professional sales in France, the European Union and internationally.
6. Products
Product descriptions set out their essential characteristics.
Photographs and colours are indicative and reasonable variations may occur because of screens, lighting, materials or production batches.
7. Availability
Products are offered subject to stock availability.
Where products become unavailable, the Seller may offer delayed delivery, an alternative, credit or reimbursement.
8. Minimum first order
A new professional Customer's first order must reach at least:
EUR [AMOUNT] excluding VAT in merchandise value.
Shipping, duties, taxes and ancillary charges do not count towards this minimum.
9. Maximum quantity per reference and colour
Unless otherwise authorised in writing, the Customer may order no more than:
[X] unit(s) of the same product reference in the same colour per order.
10. Circumvention prohibited
The Customer may not circumvent purchasing limits by splitting orders, creating multiple accounts, using related entities or ordering through third parties.
Related orders may be aggregated and excess quantities may be reduced or cancelled.
11. Exceptional orders
Requests exceeding standard limits require specific written approval.
12. Order acceptance
An automated order acknowledgement confirms receipt only.
The Seller may verify stock, payment, account status, destination and compliance before accepting an order.
13. Refusal or cancellation
Orders may be refused or cancelled in cases including payment default, fraud, excessive quantities, order splitting, manifest pricing error, sanctions restrictions or breach of these Terms.
14. Prices
Prices are exclusive of VAT unless otherwise stated.
The applicable price is the price accepted when the order is confirmed.
15. Resale prices
The Customer independently determines its own resale prices subject to applicable law.
16. Currencies
Orders may be payable in EUR, USD or other currencies offered by the Seller.
Bank and foreign-exchange charges remain the Customer's responsibility.
17. French VAT
French VAT shall be charged where legally applicable.
18. Intra-EU supplies
Intra-EU supplies may qualify for exemption from French VAT where all statutory requirements are satisfied. Bofip
19. Exports outside the EU
Exports outside the European Union may qualify for applicable French VAT exemption where all legal conditions and documentary requirements are met.
20. Customs and importation
Unless otherwise agreed, the Customer is responsible for import clearance, duties, import VAT, local taxes and import authorisations.
21. Sanctions and export controls
The Seller may refuse or suspend any transaction that could breach applicable sanctions, embargoes or export-control rules.
22. Incoterms
Where an Incoterm is agreed, it shall be specified in the relevant contractual document and interpreted in accordance with Incoterms® 2020 unless otherwise stated.
23. Delivery
Delivery dates are estimates unless expressly agreed as binding.
Partial deliveries may be made.
24. Delivery address
The Customer is responsible for providing accurate delivery information.
Additional costs caused by incorrect information or failed delivery may be charged to the Customer.
25. Risk
Risk shall pass according to the agreed Incoterm or applicable legal and contractual rules.
Transfer of risk is separate from transfer of title.
26. Inspection
The Customer shall inspect the goods promptly upon delivery and report visible damage or shortages.
27. Apparent defects
Claims relating to apparent defects, incorrect quantities or references must be notified within 5 business days after delivery.
28. Returns
No return may be made without prior authorisation.
Custom-made, modified or specially ordered products are not returnable except in the case of defect or written agreement.
29. No consumer withdrawal right
Sales are exclusively B2B and consumer cancellation rights do not generally apply.
30. Payment
Unless otherwise agreed, orders are payable in full.
The Seller may require payment before shipment.
31. Payment terms
Any credit terms must comply with applicable statutory limits.
32. Late payment
Late-payment interest becomes due automatically from the day following the contractual due date.
Unless a lawful alternative rate has been agreed, the reference rate is the most recent ECB refinancing rate plus 10 percentage points. Légifrance
A fixed EUR 40 recovery charge is also payable in applicable B2B cases. Légifrance
33. Suspension for non-payment
The Seller may suspend orders or shipments and require advance payment following any payment default.
34. Retention of title
TITLE TO THE GOODS SHALL REMAIN WITH THE SELLER UNTIL ALL AMOUNTS DUE IN RESPECT OF THE GOODS HAVE BEEN PAID IN FULL.
35. No exclusivity
Unless agreed in writing, no order grants the Customer any exclusive territory, exclusive distributorship, agency, franchise or exclusive customer base.
36. Use of trademarks
The Customer may not, without authorisation, present itself as an official or exclusive distributor, register domain names using the Seller's brand, alter the Seller's trademarks or otherwise imply a formal representation relationship.
37. Intellectual property
No intellectual property rights are transferred by the sale of goods.
38. Distribution and resale
The Customer remains an independent business and is responsible for compliance with the laws applicable to its resale activities and territory.
39. Marketplaces
Any specific restriction concerning marketplaces or particular distribution channels must be governed by a separate lawful agreement where required.
40. Contractual conformity
The Seller shall supply products materially conforming to the agreed specifications.
Damage caused by improper use, modification, improper storage, incorrect fitting or normal wear shall not be attributable to the Seller.
41. Liability
To the fullest extent permitted by law, the Seller shall be liable only for direct and foreseeable loss attributable to its breach.
Indirect commercial loss may be excluded where legally permissible.
Subject to mandatory law, aggregate contractual liability relating to an order shall not exceed the net amount actually paid for the goods directly giving rise to the claim.
42. Force majeure
Neither party shall be liable for failure caused by force majeure under applicable law.
43. Exceptional logistics disruption
Serious logistics, transport, customs or supply disruption outside the Seller's reasonable control may justify a reasonable extension of delivery times.
44. Personal data
Personal and professional data are processed for account administration, professional verification, order fulfilment, invoicing, fraud prevention and customer relationship management.
45. Electronic evidence
Electronic orders, confirmations, invoices, payment records and system logs may be used as evidence subject to applicable law.
46. Amendments
MOSKI reserves the right to amend, supplement or update these General Terms and Conditions of Sale at any time, in particular to reflect changes in law, regulations, technical requirements, commercial practices or distribution conditions.
The Terms applicable to an order are those in force and accepted by the Customer at the time the order is confirmed.
Any subsequent amendment shall not apply retroactively to orders already definitively concluded, unless expressly agreed by the parties or required by mandatory law.
47. Language
These Terms are available in French and English.
In the event of inconsistency, the French version shall prevail, subject to mandatory applicable law.
48. Governing law
These Terms and all orders shall be governed by French law, subject to overriding mandatory rules.
49. CISG exclusion
The United Nations Convention on Contracts for the International Sale of Goods shall not apply unless expressly agreed otherwise in writing.
50. Amicable resolution
The parties shall first attempt in good faith to resolve any dispute amicably.
51. Jurisdiction
WHERE ALL PARTIES CONTRACT AS MERCHANTS, ANY DISPUTE RELATING TO THESE TERMS OR AN ORDER SHALL, SUBJECT TO MANDATORY RULES, FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF [CITY], FRANCE.