PIERRE FREY SAS is a major player in the luxury decoration market, in particular for luxury home furnishing fabric (hereinafter "PIERRE FREY"). PIERRE FREY edits and manufactures upholstery fabrics, wallpaper, carpets, wall-to-wall carpeting, furniture and other decorative items (hereinafter the "Products") which it markets under the following trademarks: PIERRE FREY, BRAQUENIE, FADINI BORGHI, BOUSSAC and LE MANACH (hereinafter the " Trademarks). Given the specificities of the Products and the luxury and prestige image of the Trademarks, the Products are only sold by PIERRE FREY to professional customers in the furniture and decoration sector that it selects (hereinafter the "Customers").
1 – Applicability of the Terms and Conditions
These general sales terms and conditions ("Terms and Conditions") are applicable to all Product orders placed with PIERRE FREY by the Customer. All general purchase terms and conditions of the Customer are excluded (regardless of their mode of transmission or medium). The Customer acknowledges that by placing an order with PIERRE FREY, the Customer has received, read and accepted these Terms and Conditions.
2 - Sale price
All orders are invoiced in EUROS based on the applicable rate on the day of the order. All initial orders are systematically issued in the form of a pro forma invoice. The minimum quantity for any fabric order is: 1 metre. For any order freight & administrative fees of 24 € exc VAT will be due (except for samples). All Products ordered, with the exception of rugs, carpets and furniture, are shipped postage paid within the European Economic Area at the applicable rate in the Customer's country of destination. Given the specificities of the Products, the delivery is only carried out by carriers approved by PIERRE FREY. For all EX-WORKS sales, the Client may choose his carrier, provided that he bears all risks and costs, including those of FOB delivery. Inventory reserves are valid for 15 days. Sampling hangers, cuts and books are sold individually according to the applicable rate in force and cannot be subject to a reserve. The memo samples made available to the Customer free of charge will be invoiced at €35 exc. VAT/each if they are not returned within two months of their date of receipt. For furniture, prices in white are increased by 12% for any order where the fabric is supplied by the Customer. In case of customised manufacture, a variation of +/- 10% of the delivered quantities is tolerated.
3 - Payment terms and conditions
Unless otherwise stipulated, all invoices from PIERRE FREY are payable with due date at "30 days end of month". In case of late payment, PIERRE FREY may suspend or cancel current orders without prejudice to any other legal recourse. In case of payment by bill of exchange, these must be returned accepted to PIERRE FREY within 48 hours. Failure to return the bill of exchange shall be considered as a refusal of acceptance equivalent to a payment default. The costs of returning unpaid bills of exchange are the responsibility of the Customer, and failure to pay on one of the set due dates will result in:
1) The outstanding sums shall become immediately payable, whatever the payment method chosen, and even if these involved issuances of bills of exchange.
2) Late payment penalties at an annual interest rate of 10%.
3) The payment of a fixed recovery indemnity of 40€.
A 50% deposit is required for any order requiring custom manufacturing (fabrics, furniture, carpets & rugs, confection...) or for any order of more than 6000€ exc. VAT. For furniture (custom-made or not), any order is only registered in the production process upon receipt of the order confirmation duly signed and stamped by the Customer and together with the payment of the 50% deposit.
4 - Reservation of ownership
The transfer of ownership of the Products and its accessories is deferred upon full payment of the price. This reservation of ownership does not affect the transfer of risks to the Customer as soon as the Products are made available to the Customer. Payment failure on a due date may result in the Products delivered being claimed back, even if they were subsequently resold by the Customer to an end customer. The provision of a title involving an obligation to pay (such as a bill of exchange or other title) does not constitute a payment within the meaning of this clause. In the event of a garnishment procedure, preventive seizure or any other intervention by a third party on the Products, the Customer must inform PIERRE FREY without delay in order to enable it to oppose this and to preserve its rights. The Customer shall refrain from pledging or transferring ownership of the Products delivered by PIERRE FREY by way of security. For furniture, if the fabric has been supplied by the Customer and is incorporated into the furniture by PIERRE FREY at the Customer's request, no compensation by the Customer may be claimed.
5 - Delivery times
In general, the Products ordered are deemed to be in stock. The delivery dates provided for in the order confirmations issued by PIERRE FREY are indicative and any delay shall not give the Customer the right to cancel the sale, refuse the Products or claim damages. PIERRE FREY shall have the possibility of delivering the Products in part. Any partial delivery will be subject to its own invoicing payable under the agreed conditions. All deliveries are made from Monday to Friday and can be made at an additional fee on Saturdays. PIERRE FREY shall reserve the right to discontinue any reference listed in its catalogues and price lists without this giving the Customer the right to lodge any complaint against PIERRE FREY.
6 - Colour and model consistency
Given the specificities of the Products, PIERRE FREY cannot guarantee absolute consistency from one production to another. PIERRE FREY suggests that the Customer request a sample taken from the fabric by indicating to PIERRE FREY the approximate quantity that the Customer may possibly need so that PIERRE FREY can record a reservation on the fabric for the Customer and this for a maximum period of 15 days.
For furniture, PIERRE FREY can make any changes to its models without prior notice.
7 - Fortuitous events and force majeure
If PIERRE FREY is prevented from performing one of its obligations due to force majeure, and in particular the delivery within the contractually agreed delivery times, PIERRE FREY shall inform the Customer in writing. In case of a force majeure event, PIERRE FREY's obligations will be suspended for the duration of the event. In particular, total or partial strikes, any natural disasters, shortages of raw materials, administrative closures due to pandemics, wars and acts of terrorism are considered to be cases of force majeure.
8 - Transport and conditions applicable to professionals
The Products are transported at the Customer's own risk, regardless of the mode of transport. In the case of express shipment at the Customer's request or for cash on delivery, a lump sum will be invoiced. For furniture and rugs, any delivery to the Customer's premises or directly to the final customer will be subject to a quotation.
9 –Acceptance of goods
Any complaint relating to the condition of the Products at the time of receipt must be made by the recipient to the carrier. The Customer must check the condition of the parcels on delivery and express detailed reservations on the delivery note, failing which no complaint will be accepted by PIERRE FREY. All complaints must be made in writing within 8 days of delivery. The Customer must carefully examine the Products delivered, check their quantity and colour and any possible defects, before using them or reselling them to an end customer. No complaints will be accepted after any cutting or use and, in any case, beyond one month from the date of invoice. The liability of PIERRE FREY is strictly limited to the value of the Products invoiced. In the event that the Products are delivered directly to the final customer, it shall be the responsibility of the Customer to ensure that the Products are received and verified by the final customer and that they comply with the order. Given the specificities of the Products, PIERRE FREY recommends that any order for Products by the final customer from the Customer should be made after consultation by the final customer of a sample in order to give him/her the opportunity to check the conformity of the Product to his/her own needs. For reversible fabrics, the Customer must specify the desired side.
10 - Return of Products
For any return of Products, the Customer must contact PIERRE FREY within one month from the date of the invoice. No returns will be accepted without prior written authorisation from PIERRE FREY. If the cause of the return is not attributable to PIERRE FREY, a 20% reduction will be applied to the amount of the credit note established on receipt of the Products, which must reach PIERRE FREY in perfect condition, postage paid. If the Products returned are damaged, a reduction of 50% may be applied. No credit note can be issued without the return form enclosed with the shipment. PIERRE FREY will not accept the return of third-party Products of which PIERRE FREY is the exclusive distributor or returns relating to custom-made products.
11 - Usage recommendations & guarantees
The description of Products in PIERRE FREY's catalogues and price lists is given for indicative purposes only. The Customer acknowledges that the fittings & widths may vary slightly from one batch to another (+ or - 5%). PIERRE FREY may modify the characteristics of its Products without the catalogue and price lists being opposable to it. If certain characteristics of the Product are essential for the Customer, it shall be the Customer's responsibility to mention this in writing when placing the order and to obtain a written guarantee from PIERRE FREY that they are essential for the sale. As the Customer is a professional in the field of furniture and decoration, PIERRE FREY can only inform or advise the Customer if the Customer spontaneously puts PIERRE FREY in a position to do so and makes use of his obligation to inform himself. Furthermore, the Customer remains the sole judge of the use he makes of the Products ordered, of their adaptation to his needs or those of the final customer and the Customer remains solely responsible for the consequences of their use.
REMINDER ON THE SPECIFICITIES OF THE PRODUCTS
Fabric shrinkage varies and depends on the fabric's composition and construction. Shrinkage will not be accepted as a reason for any claim. Before using a fabric for curtains, wall-covering or loose covers, please take into consideration its composition, construction, type of backing and the atmospheric conditions of the room. In light of these characteristics, shrinkage of 3% to 5% in both length and width should be expected. As viscose is an artificial fibre made from cellulose, it is particularly sensitive to humidity. Note also that dry cleaning can cause slight shrinkage.
Washable fabrics: For such fabrics, possible shrinkage must be taken into account. We advise that the fabrics be washed or aged prior to preparation or use. The spinning must be moderate, at maximum 600 turns/minute.
Velvet: No complaints regarding shading or crushing due to shipping or changes in light refraction due to use will be accepted.
Special treatments: (flame proofing, stain-resistance, etc...): Such treatments are carried out under the sole responsibility of the customer who must request and accept a trial beforehand. They must be unpacked and checked upon receipt.
Artisanal wallcoverings can have different aspects from batch to batch and in the same roll. These irregularities are an inherent feature of the production method and cannot be considered as grounds for complaint. Before installation, examine each roll to see if there are any faults or batch differences. Inspect each strip after installing and stop work if the result seems unacceptable. No claims will be accepted for the supply of wallcovering beyond 3 drops. The manufacturers guarantee is limited to the replacement of merchandise recognised as defective by the vendor and excludes any costs incurred for installation or removal or any losses incurred for whatever reason.
12 – Distribution network
Taking into account (i) the specific characteristics of the Products referred to in article 11, (ii) the need for technical advice for their transformation, installation and integration into complex projects, and (iii) the luxury and prestige image of the Products and Trademarks, PIERRE FREY has organised the commercialisation of its Products to final customers only through Customers selected on the basis of their skills, their know-how and their status as professionals in the furniture and decoration sector. Thus, the Customer may only resell the Products for the needs of the furnishing and decoration projects of its final customers. Except with the prior agreement of PIERRE FREY, no Product may be sold by the Customer to a final customer which acquisition is made with the aim of reselling it to a third party (with the exception of sales to final customers who are also retailers approved by PIERRE FREY).
The Customer may only sell PIERRE FREY Products on its own website under the following cumulative conditions:
- To have one or more physical shops enabling the Customer to
o welcome the public and
o provide the necessary technical advice,
o visualise the colours and textures of the Products in daylight
o be aware of the hand/feel of the fabrics and products.
- That more than 90% of the total turnover that the Customer achieves with PIERRE FREY Products is achieved through sales in his physical shop(s).
The Customer's website on which the Products will be commercialised must not be hosted on a third-party platform (market place) and potential final customers may not access the Customer's website via a website bearing the name or logo of a third-party platform. The page dedicated to PIERRE FREY Products shall have an elegant and refined layout in order to conform to the image of luxury and prestige of the Products and Trademarks. The Customer's website must comply with the most recent IT and web standards in order to allow adapted and fluid visualisation on any IT medium whatsoever (computer, tablet, smartphone, etc.). For any commercialisation on its website, the references of PIERRE FREY Products must be presented on a dedicated page separate from the other products and services marketed by the Customer. The Customer may only present the references of Products for which they have acquired samples from PIERRE FREY and must present at least 75% of these references on the dedicated page of its website. Each reference must be presented by at least three high definition photographs taken by the Client (or under his direction) to highlight his own know-how and/or the possibilities of use and transformation of the reference. Among these three photographs, one of them must present a close-up of the reference in order to highlight the texture of the Product, a second photograph must represent the reference in situation and staged in a setting (such as in the form of curtains, cushions, wall covering, upholstered on a piece of furniture, carpeted etc.) and a third photograph must allow the motif of the reference to be seen in its entirety. The Client shall ensure that the colours of the references thus represented are calibrated exactly. Each reference must be presented with all the mandatory legal information enabling the final customer to be adequately informed. The Customer may not use the photographs produced by PIERRE FREY for its catalogues and price lists or for its website or those of another Customer or belonging to third parties. The Customer acknowledges that any failure to comply with this article shall constitute serious impairment to the image of luxury and prestige of the Products, Brands and the selective distribution network of PIERRE FREY entitling PIERRE FREY to immediately terminate commercial relations with the Customer and to suspend all deliveries. The Customer acknowledges that any damage caused by this breach will entitle PIERRE FREY to claim compensation for the loss suffered and to take all necessary measures to put an end to the breach.
13 - Territorial exclusivities
PIERRE FREY has granted distributors territorial exclusivity for the resale of Products to final customers in the following countries: Australia, Brazil, Canada, Chile, China, Cyprus, Hong Kong, Japan, Korea, Lebanon, Morocco, New Zealand, Panama, Philippines, South Africa, Thailand, Tunisia, Turkey, USA. Except with the prior written consent of PIERRE FREY, no Customer may carry out active sales (advertising, mailing, purchase of keywords on the Internet enabling targeted advertising, etc.) in order to resell Products to individuals and professionals in the aforementioned territories. The Customer acknowledges that any failure to comply with this article shall constitute a serious impairment to PIERRE FREY's distribution network entitling PIERRE FREY to immediately terminate commercial relations with the Customer and to suspend all deliveries. The Client acknowledges that any damage caused by this breach shall be its sole responsibility and that it shall indemnify PIERRE FREY for any negative consequences.
14 - Data protection
The information requested at order time are necessary for processing the request and for the execution of the sales contract, such as order tracking, sending of invoices, communication by e-mail and telephone. The data controller is PIERRE FREY, who will not transfer the personal data to third parties except for the purposes relating to the execution of the order, and in particular to the transporters who carry out the delivery. The information are kept for 5 years from the date of order. The information are kept for 5 years from the date of order. In accordance with the GDPR, you have the right to request access to your personal data as well as their correction, deletion, limitation of processing, the right to object to processing or the right to data portability. These rights may be exercised by contacting PIERRE FREY at the following address 47 Rue des Petits Champs 75001 Paris - France or rgpd@pierrefrey.com. PIERRE FREY reminds you that any complaint concerning the processing of the aforementioned personal data may be lodged with the CNIL.
15 - Intellectual property rights
For any order manufactured from a design or fabric supplied by the Customer, the Customer guarantees PIERRE FREY that it is the owner of all intellectual property rights to the design, or that the design is in the public domain, and/or that the fabric supplied is not a counterfeit and that the Customer is its owner. For any order manufactured from a design or fabric supplied by the Customer, the Customer guarantees PIERRE FREY that it is the owner of all intellectual property rights to the design, or that the design is in the public domain, and/or that the fabric supplied is not a counterfeit and that the Customer is its owner. The Customer also guarantees PIERRE FREY against any third party claim whatsoever and shall hold PIERRE FREY harmless from all financial and legal consequences (including reasonable lawyer's fees) in the event of a claim in this respect. PIERRE FREY also reserves the right to initiate any legal proceedings for the preservation of its rights and interests.
16 - Election of residence and place of jurisdiction
In case of dispute, the Commercial Court of Paris shall have sole jurisdiction, regardless of the place of delivery, the method of payment accepted and even in the event of a recourse in warranty or plurality of defendants.
The law applicable to any Product order placed by the Customer is French law and the application of the Vienna Convention on Contracts for the International Sale of Goods is excluded.
