Added to cart!
I. General provisions
These provisions are the general terms and conditions of sale of the company JUFREL (hereinafter referred to as the «Seller») for products offered for sale to a professional clientele of distributors and resellers (hereinafter referred to as the «Buyer»), meeting the quality and standards requirements for JUFREL products.
All orders submitted to JUFREL imply the Buyer's acceptance of these general terms and conditions of sale (hereinafter the «GTC»). Accordingly, if the GTC conflict with any other clauses or agreements of any kind, the GTC shall prevail over such documents.
By placing an order under the conditions set out in Article 5, the Buyer is deemed to have expressly accepted these GTC. The GTC apply to the sale of products delivered to and invoiced to the Buyer in France.
II. Relationships and selection criteria for the reseller distribution network
a. Authorisation to sell products
The Buyer must meet the quantitative and qualitative criteria that JUFREL is legitimately entitled to expect for the marketing of its products, including in particular:
- operation of a physical point of sale,
- good product availability allowing immediate sale,
- presentation in a premium environment,
- decoration and layout of the point of sale and the department in which JUFREL products will be sold,
- quality service to customers by duly trained sales staff,
- a product testing area for consumer use.
A prior validation audit may be carried out at JUFREL's request.
Regular audits of the retail network are conducted by JUFREL throughout the commercial relationship.
b. Sale and resale of products
Distribution must take place exclusively through a fixed physical retail location (or occasionally through a pop-up store); JUFREL products may not be sold by the Customer through e-commerce (any form of website) without JUFREL's prior consent.
The benefit of the order is personal to the buyer and may not be transferred without JUFREL's prior consent.
Accordingly, the Buyer undertakes not to resell to another non-authorised professional any products subject to a mandatory authorisation requirement by JUFREL, in order to guarantee compliance with the brand's distribution conditions, quality training for the reseller, quality service to the consumer, and proper management of JUFREL's commercial network.
This prohibition may, at JUFREL's sole discretion, be temporarily lifted by written agreement following authorisation of the professional.
In all cases, the end consumer must be able to easily contact a competent reseller and obtain comprehensive assistance.
c. Obligation of honesty and loyalty
The Buyer undertakes an obligation of honesty and loyalty towards JUFREL and the brands it represents. Any disparagement or dishonesty may result in the immediate and prejudice-free termination of the commercial relationship.
d. Contingency management in the event of the Buyer's financial difficulties
In the event of financial difficulties, the Buyer must immediately inform JUFREL. The Buyer may consider transferring the JUFREL products back to JUFREL and/or must submit its plan for the transfer of JUFREL products to a third party, a process that will require JUFREL's prior consent.
e. Continuity of the commercial partnership in the event of capital changes by the Buyer
In the event of the transfer of the Buyer's business, or a change in the management or control of the company, the Buyer must inform JUFREL in advance, and JUFREL must confirm its agreement to continue the commercial relationship.
JUFREL reserves the right to refuse any order placed by such a Buyer, subject to providing the reasons in a simple written notice.
III. Product selling prices
With the aim of harmonising the JUFREL commercial network, the final selling price to the end consumer is recommended by JUFREL per item, per lot of identical items, or per kit composed of several different items.
The Buyer may freely adjust the selling price of items during official promotional periods, taking into account the regulatory framework applicable in the country of sale, specifically, for France:
- Article L310-3 of the French Commercial Code establishes the legal framework for sales, the authorised periods and the goods concerned. It defines sales as those accompanied by or preceded by advertising and announced as tending, by means of a price reduction, to accelerate the clearance of stock.
- Article 16 of Law No. 2019-486 of 22 May 2019 on business growth and transformation (Pacte Act) amended the determination of sale periods: they are now set by ministerial order for a period of 3 to 6 weeks.
- The order of 27 May 2019 as amended sets the duration of each sale period at 4 weeks, as well as the start dates and times of the winter and summer sales. This order provides for different dates in overseas territories and border regions.
- Health-related circumstances and related orders by region (including border departments and overseas territories).
- Ordinances, including Ordinance No. 2021-1734 of 22 December 2021, introduced new rules on price reductions effective from 28 May 2022.
The Buyer may also freely adjust the selling price of items during specific, targeted promotional events, after first informing JUFREL, which must give its consent.
The Buyer may freely grant discounts to their customers as part of a loyalty programme.
IV. Complementary JUFREL services
The Buyer may benefit from various complementary services offered by JUFREL, including (non-exhaustive list):
- Participation in JUFREL brand promotion activities, particularly communication plans relating to the launch of new collections or products,
- Sales force training on-site at the Buyer's retail locations,
- Specific visual merchandising arrangements at the sales location,
- Introductions and facilitated partnerships with other brands distributed by JUFREL, particularly for accessories,
- Remote stock management.
These additional services are the subject of quotes provided by JUFREL to the Buyer upon request.
V. Orders
Any order from a Buyer is firm and definitive either from the date of signing the purchase order issued by JUFREL, or from the date of JUFREL's e-mail confirmation, with JUFREL retaining the right to accept or refuse the order depending in particular on product availability and the Buyer's creditworthiness.
The order will be processed within eight (2) weeks unless otherwise expressly agreed in writing by JUFREL. Any order placed by the Buyer must specify at a minimum:
- the product description,
- the product reference,
- the quantity,
- the desired delivery location and date.
JUFREL undertakes to deliver the quantities ordered and accepted, provided that these quantities do not destabilise either production or stock management. In addition to the above, JUFREL reserves the right not to process an order if the Buyer is in arrears with payment, or if the order placed is, given JUFREL's production capacity and its qualitative distribution strategy, of an abnormal nature.
VI. Prices and price reductions
Products are invoiced according to the annual price list in force on the date of the order. This price list is communicated to the Buyer prior to the order via a commercial proposal. Prices are understood to include packaging but exclude taxes, unless otherwise expressly agreed.
Delivery costs within France or abroad are borne by the Buyer and will be invoiced by JUFREL.
JUFREL's price list may be modified at any time, in particular due to circumstances beyond its control, such as fluctuations in production costs or in the prices of its supplier's supplies or raw materials.
However, JUFREL will inform the Buyer of any such price change within a reasonable timeframe. Such prior notice may not be possible in the event of sudden and significant changes in the value of raw materials or exchange rates.
All taxes, duties, levies or other charges payable under French regulations or those of an importing or transit country are borne by the Buyer.
VII. Deliveries
Delivery arrangements are defined by JUFREL. Orders are dispatched from the manufacturing site or from the JUFREL logistics site directly to the address specified in the purchase order.
JUFREL shall therefore not be held liable for any delivery delays, related compensation, or for the cancellation of the order. In accordance with Article 1148 of the French Civil Code, JUFREL shall be released from its delivery obligation in the event of a force majeure event, such as strikes by one of its subcontractors or road blockages, or in the event of fault by a third party or the Customer. No change to the delivery arrangements for products may be made without JUFREL's prior express consent.
VIII. Receipt
It is the Buyer's responsibility to verify the conformity of the Products with the order upon receipt at the location specified in the purchase order. The Buyer must make any claim regarding apparent defects or the conformity of the delivered Products by a substantiated letter addressed to JUFREL's registered office within three (3) weeks of the delivery of the products. The Buyer is responsible for providing all justifications as to the reality of the defects or anomalies identified.
The Buyer must allow JUFREL all necessary means to verify these defects or non-conformities and, where applicable, to remedy them.
The Buyer shall refrain from intervening themselves or involving a third party for this purpose. If they do so, the Buyer may not claim any compensation or damages from JUFREL on any grounds whatsoever.
Furthermore, it is the Buyer's responsibility, where applicable, and in accordance with Article L.133-3 of the French Commercial Code, to make all reservations with the carrier on the delivery receipt of the single transport document (consignment note) and by registered letter with acknowledgement of receipt within three (3) working days following receipt of the products, with a copy to JUFREL.
Products will not be taken back or exchanged except in exceptional circumstances. In accordance with Article L.442-6 I-8 of the French Commercial Code, any product returned without JUFREL's consent cannot give rise to the issuance of a credit note, or to any deduction or set-off. No claim will be accepted outside the procedures described in these GTC.
IX. Storage and stock management
It is the Buyer's responsibility to ensure that the Products are stored from delivery to point of sale away from moisture and that the products are handled with care. The Buyer must also ensure that the same storage conditions are maintained by the carrier when the transport of products is the Buyer's responsibility. JUFREL shall not be liable for quality defects resulting from inadequate storage conditions.
Consequently, non-compliance with the above storage conditions cannot engage JUFREL's liability nor give rise to the return of the products concerned.
X. Retention of title and transfer of risk
Products remain the property of JUFREL until full and effective payment has been received.
In the event of total or partial non-payment, JUFREL may, without waiving any of its other rights, demand the return of the products by registered letter with acknowledgement of receipt at the Buyer's expense and risk.
The above provisions do not prevent, from the moment of delivery of the products, the transfer to the Buyer of the risks of loss or deterioration of the products subject to retention of title and any damage they may cause. The Buyer may neither pledge the products nor transfer ownership of them as security. In the event of resale, the Buyer undertakes to immediately settle the outstanding portion of the price.
XI. Intellectual property
JUFREL retains all industrial and intellectual property rights relating to brands, products, designs, photos, catalogues and technical documentation, which may not be communicated or used without the prior and express written authorisation of JUFREL. No modification of the products, in any manner whatsoever, may be carried out without JUFREL's express consent.
XII. Liability
The warranty granted by JUFREL in connection with product sales is limited to the supply of products conforming to the order, compliant with best practices and free from any hidden defects arising from a material, design or manufacturing defect affecting the delivered products and making them unfit for their intended use. The Buyer acknowledges having taken note of this clause prior to the date of the order.
This warranty is limited to the replacement or reimbursement of non-conforming or defective products. Non-conformity may be understood as an error in the model type or product size.
JUFREL will replace or arrange for the repair of products under warranty found to be defective. This warranty also covers labour costs. The replacement of defective products shall not have the effect of extending the duration of the warranty as set out above. All warranty is excluded in cases of misuse, negligence or failure to maintain on the part of the customer, as well as in cases of normal wear and tear or force majeure. All warranty is also excluded in cases of sale or resale of products that have been altered, transformed or modified, such as display products.
XIII. Payment terms
All invoices issued by JUFREL are payable at the registered office: 4 allée Duquesne, 33138 LANTON, regardless of the payment method accepted by JUFREL.
General payment conditions: For orders placed by distributors with retail outlets in France:
- For any first order placed, 100% of the total price shall be paid at the time of ordering.
- For any subsequent order, a deposit of 50% of the total price will be required at the time of order confirmation. The remaining balance of 50% shall be payable before dispatch and no later than the day of delivery, with the carrier's delivery receipt as proof.
XIV. Special payment conditions
In the event of special agreements derogating from the general terms of sale, a written agreement shall be validated and signed by JUFREL. This agreement shall in all cases specify the scope and duration of application of these special conditions.
XV. Late payment
Any sum not paid by the due date shall automatically give rise, on the day following the payment deadline, to the payment of late interest at a rate no lower than three times the statutory interest rate, as well as to the invoicing of recovery costs at a flat rate of €40. Failure to pay any sum by the due date makes all outstanding invoices immediately due, without any prior formal notice being required from JUFREL. These circumstances release JUFREL from all commitments and authorise it to suspend all deliveries until full payment of the invoices in question is received and to terminate as of right any order being executed or in the course of execution.
XVI. Partial dispute — Set-off and deduction
In the event of a dispute relating only to part of the invoiced items, it is expressly agreed that only the amount of the item(s) in dispute may be taken into consideration, to the exclusion of the other amounts detailed in the invoice, which must be paid under the agreed conditions.
No management fees will be accepted by JUFREL for the investigation or handling of disputes.
JUFREL's collection of a payment from the Buyer containing deductions or set-offs shall in no case constitute JUFREL's agreement or acceptance of the sums deducted. In any event, payment of the full amount of the invoice as originally issued remains due. If the outcome of a dispute were to find in favour of the Buyer, a regularisation credit note would be issued by JUFREL.
XVII. Jurisdiction
Any dispute or contestation relating to JUFREL's sales, to the payment of the price under these contracts, or to the performance or interpretation of the GTC shall fall within the jurisdiction of the Commercial Chamber of the Judicial Court of Bordeaux, even in the event of a warranty claim or multiple defendants. French law is the sole law applicable to the commercial and contractual relations between the parties.
________________________________________________________________________________