GTC
METROPOLITAN FRANCE ONLY
OPAL DEMETZ
24 Avenue Joannes Masset
CS30739
69257 Lyon Cedex 09
JANUARY 2022
1. PREAMBLE
These general terms and conditions of sale apply automatically to all sales of products (hereinafter referred to as "Products") by companies in the OPAL Group (hereinafter referred to as "the Company") to any distributor, optician or industrial customer (hereinafter referred to as "the Customer") who agrees to them and acknowledges full knowledge of them.
Consequently, the act of placing an order implies full acceptance of these general terms and conditions of sale and the definitive renunciation of any contradictory clause contained in the conditions of purchase or elsewhere, unless expressly accepted by the Company. No document other than these General Terms and Conditions of Sale shall create obligations for the parties or derogate from these General Terms and Conditions of Sale unless it is in writing and signed by the parties or mentioned in the contract formed in accordance with article 2.
The Customer accepts that the Company may not subsequently and reasonably modify the present general conditions and that their relationship will always be governed by the latest conditions in force on the day of the order.
The French version of these terms and conditions prevails over any other version.
In order to comply with the Company's practice with regard to each category of customer and the sale of certain Products, these GTCS are supplemented by special conditions. In the event of any discrepancy between the GCS and the special conditions, the latter shall prevail.
2. ORDERS
All customer orders must be placed in writing (e-mail, fax, post, EDI, Aquarelle or via the Company's website).
2.1 Placing orders via the Company's website (hereinafter "Site")
2.1.1 Customer identification
In order to order Products on the Site, the Customer must first identify himself, either by entering his e-mail address and confidential password, if he has already created an account, or by clicking on "Create an account" if he has not. In the latter case, the Customer must accurately complete the form provided, on which he must indicate the information required for identification, in particular his company name, his SIREN number, the address of his registered office and his telephone number. In addition, the Customer must provide his/her e-mail address and the password of his/her choice, which will be personal and confidential, and which he/she will need to identify himself/herself later on the Site. The Customer is hereby informed and accepts that the entry of these two identifiers constitutes proof of his/her identity.
2.1.2 Registering an order
Once identified, if the Customer wishes to place an order on the Site, he will select the various Products in which he is interested, and will express said interest by clicking on the "Add to basket" box. On the Website, at any time, the Customer may:
- obtain details of the Products he has selected, by clicking on "View basket",
- continue his selection by clicking on "Continue shopping",
- complete his selection and order these Products by clicking on "Order".
After clicking on "Order", the Customer must choose and validate the delivery address. If they wish to continue with their order, the Customer must click on "Continue".
An order form will then appear on the screen, detailing in particular: the nature, quantity and price of the Products, as well as the total amount of the order, including any discounts, the Customer's contact details, the delivery date of the Products, the delivery address of the Products. The Customer may then leave a message for the Company and correct any errors before confirming the order. If this is the case, a new order form will automatically be issued.
2.1.3 Final confirmation of order
After reading the order form, and once all the information requested has been completed by the Customer, the latter will click once again on "Continue". The customer must then tick the box indicating acceptance of these terms and conditions of sale, and click on "Order". Validation of the order includes the words "Order subject to payment". This second click constitutes an electronic signature. This signature is binding on the Customer in the same way as a handwritten signature. The order form will be recorded on the Company's computer registers, which are themselves stored on a reliable and durable medium, and will be considered as proof of the Customer's commitment. The Customer shall pay for the Products in accordance with the conditions set out in article 9.
2.1.4 Order summary
A summary of the Customer's order will be displayed, including the transaction number. The sale will only be considered definitive once the Company has displayed the order summary, which is considered to be an acknowledgement of receipt of the order. An e-mail will then be sent to the Customer summarizing the order (hereinafter referred to as the "Contract").
2.2 Other ordering methods
All Customer orders must include the desired delivery address, billing address, order number, order date, Product references, quantity and specifications.An order containing incomplete or erroneous information may result in errors or delays for which the Company cannot be held responsible.
Orders are only accepted, and the contract concluded (hereinafter "Contract"), when they have been confirmed in writing by the Company.
Acceptance may also result from shipment of the Products ordered. Orders placed by the Company's agents or representatives are only binding on the Company after written confirmation by the Company or dispatch of the Products. The benefit of the order is personal to the Customer and may not be transferred without the prior written agreement of the Company.
In the case of a quotation, the technical and commercial proposal drawn up by the Company is an offer to contract (hereinafter "Quotation"). The Quotation is valid for one month from its date of issue, unless otherwise stipulated. The Contract is only formed by the Customer's unreserved acceptance of the conditions set out in the Quotation. In practice, the Customer expresses his consent by returning the signed Quotation by e-mail, post or fax, or by placing an order expressly referring to the Quotation.
Any resolution or modification of the Contract thus formed by the Customer will only be taken into consideration if it is received by the Company in writing eight (8) days before shipment of the Products, the Company reserving the right in any event not to act upon it. The Company reserves the right to modify at any time the technical specifications of its Products, as described notably in its brochures and catalogs. The properties and technical characteristics of the Products are provided for information purposes only, and the Company may modify them at any time, without notice. For orders based on the Company's catalog, in the event of technical changes to the Products between the placing of the order and its acceptance by the Company, the latter will inform the Customer, who may accept or refuse the modification. In the event of refusal, the said order will be cancelled, without the Customer being entitled to claim any compensation whatsoever.
3. TERMS OF DELIVERY
Unless otherwise stipulated in the Contract, Products are delivered to the Customer under the Incoterm EXW (ICC 2020) at the Company's premises. In this case, the transport of the Products and the inherent costs and risks are borne by the Customer. Thus, if the Company assumes responsibility for transport to the place indicated in the Contract, it does so solely as the Customer's agent. Delivery charges will therefore be billed in full to the Customer. The Customer undertakes to collect the Products within eight (8) days of notification of delivery. After this period, the Company may either cancel the order, or charge the Customer a daily indemnity equal to 2% of the amount of the order excluding VAT. The Customer will then bear the risks relating to Products not collected. The Company is authorized to make global or partial deliveries. Any defect due to transport (damage, shortages, losses, etc.) must be immediately noted, in compliance with legal provisions, by a reservation to the last known carrier on the delivery documents, even if the shipment was made at the Company's risk and expense.These reservations must be confirmed to the carrier by registered letter with acknowledgement of receipt or by any other appropriate written means no later than three (3) working days following delivery.A copy of this letter will be sent to the Company.
4. DELIVERY DEADLINES
5. RECEPTION
Without prejudice to the measures to be taken with regard to the carrier, claims concerning defects or non-conformity of the Products delivered must be made in writing to the Company within ten (10) days of delivery of the Products. No claim will be taken into account if made after this period. It is the Customer's responsibility to provide full proof of any defects or shortages. The Customer must allow the Company every opportunity to contest or remedy such defects. He shall refrain from intervening or having a third party intervene.
Products are deemed to conform to the Contract in the absence of reservations formulated under the conditions mentioned above. Unconditional acceptance of the Products ordered by the Customer covers any apparent defect and/or shortage.
6. RETURN
7.1 WARRANTY AND CLAIMS
It is the Customer's responsibility to communicate his needs to the Company and to ensure that the characteristics agreed correspond in every respect to his expectations. The Customer is deemed to have full knowledge of the Products he/she is purchasing, and acknowledges that he/she has been able to obtain information relating to the Products ordered, and that he/she has understood them. The Customer alone determines the destination and use of the Products. Any request by the Customer to modify the specifications in relation to the offer formulated by the Company is made under the sole and exclusive responsibility of the Customer.
The Company may in no case be held liable to the Customer when the Products delivered conform to those ordered. Conformity with the order is assessed by reference to the Contract.
The warranty does not apply in the following cases:
- For the consequences of using a Product with an apparent defect;
- If the defective operation is due to normal wear and tear of the Product;
- If the defect results from force majeure as defined in article 16, negligence, misuse or lack of maintenance on the part of the Customer, intervention, repair, modification or alteration of the Product that the Company has not authorized;
- In the event of failure by the customer to comply with the rules and standards applicable to him under Directive 93/42 of June 14, 1993;
- In the event of assembly errors, handling errors, lens inversions, refractive errors, etc.; - In the event of failure by the customer to comply with the rules and standards applicable to him under Directive 93/42 of June 14, 1993.
- In the event of failure to comply with the Company's instructions and recommendations,
- If the Products are not used in accordance with good practice and general recommendations for use.
The warranty only applies to defects that become apparent:
- during a period of 24 months from the invoice date of the Products for optical frames;
- during a period of 12 months from the invoice date of the Products for sunglass frames (the date of the invoice issued by the seller being taken into account).
After-sales service is provided in accordance with the Contracts for which the Company is committed to the Customer. In order to invoke the benefit of the warranty, the Customer must notify the Company without delay and in writing of the defects he attributes to the Products, and provide full proof of their existence. The Customer must give the Company every facility to ascertain and remedy such defects.
Defective Products will be replaced by the Company after the Customer has returned them to the Company at the Company's expense. If the defect is found to be due to one of the exclusions mentioned in the present article, the Customer will be billed in full for the cost of transporting the Products. Only manufacturing defects that have been established and recognized by mutual agreement will entitle the Customer to replace defective Products. All Products sold on sale do not benefit from after-sales services.
7.2 LIMITATION OF LIABILITY
The Company assumes no warranty obligation other than that stipulated in article 7.1. In particular, the Company can never guarantee performance, or the suitability of the Products for a particular purpose, if these elements are not expressly mentioned in the Contract.
In the event of doubt as to the interpretation of a clause, or in the absence of any mention enabling the precise extent of the Company's obligations to be determined, the Customer acknowledges that the Company's obligations shall be understood as obligations of means. The Company's liability shall be limited to direct material damage caused to the Customer resulting from faults attributable to the Company in the performance of the Contract. The Company is not obliged to repair the harmful consequences of faults committed by the Customer or third parties in connection with the performance of the Contract. Under no circumstances will the Company be obliged to compensate for immaterial or indirect damage such as: operating loss, loss of profit, commercial loss, loss of earnings, etc.
The Customer guarantees that its insurers or third parties in a contractual relationship with it will waive any recourse against the Company or its insurers beyond the limits and exclusions set out above.
The Company will always be able to prevent a liability action by bringing the Product into conformity or by replacing a non-conforming Product.
IN ALL CASES, EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, UNDER NO CIRCUMSTANCES SHALL THE COMPANY'S LIABILITY EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCTS IN QUESTION.
Any dispute by the Customer as to the proper performance by the Company of its contractual obligations must be substantiated and be the subject of a registered letter with acknowledgement of receipt sent at the latest within one year of the alleged non-performance. Failure to do so shall constitute a waiver on the part of the Customer to criticize the proper performance by the Company of its contractual obligations.
The Products must be used, stored, cleaned, maintained, repaired and/or replaced in accordance with the strict procedures set out in the standards and/or notices applicable to them, as described in the notice accompanying the Products on delivery, which the Customer declares to be fully aware of. It is the Customer's responsibility to strictly observe the conditions of use, storage, cleaning, maintenance, repair and replacement of the Products. In general, it is the sole responsibility of the Customer to frequently check the condition and degree of wear of the Products to ensure that they comply with the standards and/or instructions applicable to them. Failure by the Customer to comply with said conditions shall exonerate the Company from all liability.
The Products comply with current French and European regulations and standards, in accordance with the technical and/or safety data sheets for each Product enclosed with delivery. Any resale of the Products by the Customer outside the territory of the European Union is at the Customer's sole risk, particularly with regard to export standards, customs regulations and any other regulations applicable in the country of destination of the Products.
Finally, the Company is not liable to the Customer or to third parties for errors in prescribing, measuring, ordering or assembling the Products by the Customer.
8. PRICE
Prices are detailed in the Contract. Prices are invoiced in euros excluding VAT, on the basis of our price lists and catalogs. They are invoiced in euros excluding VAT, and according to the Company's local Incoterm EXW (ICC 2020). The following are not included in the price calculation: VAT, transport and insurance costs, customs duties. Prices are subject to change without notice, notably as a result of currency fluctuations or any other factor that may affect the price of raw materials or labor. The Company will inform the Customer. The modified prices will then apply to the Customer's future orders.
9. TERMS OF PAYMENT
9.1 Place of payment
Invoices issued are payable at the registered office ofOPAL DEMETZ or DEMETZ SAFETY.
9.2 Payment terms
Our invoices are payable according to the terms of payment mentioned in the Contract, subject toOPAL DEMETZ having sufficient information concerning the Customer's solvency. The Customer may not invoke any cause whatsoever to defer or modify the terms of payment, in particular a dispute concerning the quality or non-conformity of the Products or a delay in delivery.
9.3 Discount and late payment penalties
no discount in the event of payment on a date prior to that resulting from the application of the GCS (article L441-3 of the French Commercial Code). The customer shall not be released from any payment obligation by offsetting against any claim whatsoever that he may have against us. In the event of late payment on any due date whatsoever, OPAL DEMETZ shall be liable to pay interest equal to 10 times the legal interest rate. In addition, pursuant to the decree of October 02, 2012, a flat-rate indemnity for collection costs of €40 (Code du Commerce D.441-5) will be added. Late payment penalties will be payable without the need for a reminder. The Company may also, in the event of repeated incidents or delays in payment, as well as in the event of the occurrence of any event giving rise to a reasonable fear of a deterioration in the Customer's solvency, review in full the terms and conditions of payment previously granted to the Customer. In the event of non-payment of a single instalment, the Company may, after sending a formal notice to pay by registered letter with acknowledgement of receipt, which has remained unsuccessful for eight days, suspend or cancel orders in progress and declare the sale terminated, without prejudice to any other recourse and damages. Any substantial change in the Customer, such as a transfer of control, merger, demerger, partial contribution of assets, pledging or management lease of its business, will automatically result in the immediate payment of the Company's debts.
10. RETENTION OF TITLE
The Products are sold with a clause expressly subordinating the transfer of ownership to full payment of the price in principal and accessory. However, the transfer of risks, whatever they may be, relating to the ownership of said Products, shall be deemed to be the responsibility of the Customer in application of the present conditions of sale. The reservation of ownership of Products sold is transferred to the claim for the price of these Products when they are resold by the Customer. Products may not be pledged or given as security without the Company's authorization. In the event of seizure of the Products by a third party, the Customer must immediately inform the Company. In the event of non-payment by the Customer, the Company, without losing any of its other rights, may demand, by registered letter with acknowledgement of receipt, the return of the Products at the Customer's expense and risk. The Company may unilaterally and immediately draw up an inventory of unpaid Products held by the Customer. Customers must ensure that Products can be identified at all times. Products in stock are presumed to be unpaid Products. The Customer shall bear the costs of litigation, as well as legal and judicial costs, which may be incurred by the application of the present clause. The same applies abroad, insofar as the right of retention of title is recognized by the legislation of the country where the Products are located at the time of the claim. If this is not the case, the Customer must ensure that the Company benefits from all rights guaranteeing sales in its own country. The foregoing provisions shall in no way derogate from the jurisdiction clause referred to in article 14 below.
11. GROUPING
In all cases, when the Customer is a group, it is expressly agreed that the latter acts as commission agent for its members. In this capacity, the group remains responsible for the timely payment of invoices, a responsibility guaranteed by the member, who will take the place of the group in the event of the latter's default. Members and groups are bound by the present terms and conditions of sale, and are responsible for informing each other of them.
12. INTELLECTUAL PROPERTY
Unless otherwise expressly stipulated in the Contract, the Contract does not entail any transfer whatsoever of the intellectual property rights attached to the Products to the Customer. The Company retains ownership of the intellectual property rights relating to the Products produced under the Contract. Likewise, all plans, documents and technical data, notices, samples or any other documents supplied to the Customer by the Company in the performance of the Contract, together with any intellectual property rights pertaining thereto, remain the exclusive property of the Company.
Consequently, the Customer acquires, by payment of the price resulting from the Contract, only the right to use the results of the Products protected by the Company's intellectual property rights. For any other use, the Customer must contact the Company in order to define the terms and conditions, in particular financial terms.
Any use by the Customer of logos or images of trademarks in the Company's portfolio must be submitted to the Company for prior approval. In the event of a dispute arising from the fraudulent use of a logo or image by a Customer without prior authorization from the Company, the Company cannot be held liable.
13. TERMINATION/RESOLUTION
The Company has the right to terminate/resolve the Contract ipso jure, by registered letter with acknowledgement of receipt:
- in the event of total or partial non-performance by the Customer of its obligations, in particular its payment obligation, its confidentiality obligation, respect for the Company's intellectual property rights and, more generally, loyal performance of the Contract, thirty (30) days after formal notice sent by registered letter with acknowledgement of receipt has remained unsuccessful and containing the Company's declaration of its intention to avail itself of the benefit of the present clause, without prejudice to compensation for any direct or indirect damage that such termination may cause;
- in the event of an unfavorable change in the Customer's financial or commercial situation, likely to result in default of payment.
In the event that, due to the nature of the unfulfilled obligation, it is not possible for the defaulting party to remedy the situation (e.g. breach of an obligation not to perform), the Contract may be terminated by either party without notice, and the Contract will terminate on receipt of the letter notifying termination.
In the event of termination of the Contract, the Company will be released from its obligation to perform. It will refund any sums paid by the Customer in respect of orders not yet fulfilled, except where termination is due to the Customer's fault. The Company shall owe no compensation to the Customer.
14. APPLICABLE LAW - SETTLEMENT OF DISPUTES
All clauses contained in these general terms and conditions, as well as all contractual operations referred to herein, are governed by French law, to the exclusion of any international convention.
ANY DISPUTE ARISING FROM THE OPERATIONS REFERRED TO HEREIN, EVEN IN THE EVENT OF MULTIPLE DEFENDANTS OR THE INTRODUCTION OF THIRD PARTIES, WHICH HAS NOT BEEN RESOLVED WITHIN THIRTY (30) DAYS OF NOTIFICATION BY THE MOST DILIGENT PARTY, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF LYON. This clause applies even in the event of summary proceedings, incidental claims or multiple defendants.
15. OPAL -DEMETZ PRIVACY POLICY
The Customer is hereby informed and accepts that in the context of the performance of the Contract, the Company may store, process and use the data mentioned on the order for the purposes of processing the latter, in accordance with the provisions of the applicable regulations on the protection of personal data.
The Customer is invited to visit the following page [to be completed website privacy policy] in order to obtain detailed information on the Company's current privacy policy.
Use of information: the Company uses the information it collects to provide the Customer with its services, respond to the Customer's requests, improve its website and communicate with the Customer regarding its offers, promotions and news.
Sharing of information: the Company does not sell or rent its Customers' personal information to third parties for marketing purposes. However, in the course of its business activities, the Company may share such information with trusted partners who assist it in providing its services. The Company requires such third parties to handle such information in accordance with its instructions and applicable data protection laws.
Data security: the Company implements appropriate technical and organizational security measures to protect the Customer's personal information from unauthorized access, disclosure, alteration or destruction.
Customer rights: the Customer has the right to access, correct, update or delete personal information held by the Company. The Customer may exercise these rights by contacting the Company at the address indicated below. The Customer agrees that the Company may retain certain information necessary for record-keeping purposes or to meet its legal obligations.
Changes to the Privacy Policy: The Company reserves the right to change its Privacy Policy at any time. Modifications will take effect as soon as they are published on its website.
Contact us: if you have any questions, concerns or requests regarding this privacy policy, please contact us by telephone at 0478698450 or at the following e-mail address: info@opal.fr
16. FORCE MAJEURE
Initially, cases of force majeure within the meaning of article 1218 of the French Civil Code will suspend the obligations of the parties. In the event of such an event, the parties will endeavor in good faith to take all reasonably possible measures to continue performance of the Contract. In the event of force majeure lasting more than sixty (60) days, the Contract may be terminated at the initiative of either party, without entitlement to compensation on either side.
The following are expressly considered as cases of force majeure: lock-out, confinement, administrative closure, strike, epidemic, pandemic, embargo, accident, machine or tool breakdown, heat, humidity or excessive cold, exceptional weather conditions, natural disasters, fire, floods, interruption or delay in transport, inability to obtain supplies or defects in raw materials, cyber-attacks or any other event beyond the Company's control resulting in total or partial unemployment at the Company, its suppliers or subcontractors, or making production impossible or ruinous, total or partial blockage of means of communication, including networks.
17. EXTENDED PRODUCER RESPONSIBILITY (SPORTS AND LEISURE GOODS)
The unique identifier under which the Company is registered by virtue of its obligations under the extended producer responsibility principle is as follows: FR349215_13VFLU.
18. GENERAL PROVISIONS
The fact that the Company does not avail itself at a given time of any of the provisions of the present terms and conditions may in no way be interpreted as a waiver on its part to avail itself of them at a later date, in particular the fact of not claiming late payment.
The invalidity of any clause shall not affect the validity of the other clauses hereof.
In the event of a dispute, the parties agree to consider the fax and e-mail as an original written document valid as perfect proof, and waive the right to contest this means of proof, unless they wish to dispute its authenticity.
SPECIAL CONDITIONS - Opticians
1. PURPOSE - SCOPE OF APPLICATION
Terms defined hereinafter and used in these Special Terms and Conditions (hereinafter, "STC") shall have the meaning given in the STC. In the event of any inconsistency between the GSC and these Special Terms and Conditions, the latter shall prevail.
These General Terms and Conditions of Sale apply by operation of law to any sale of Products by the Company to any optician-mutician customer (hereinafter referred to as "the Customer") who accepts them and acknowledges full knowledge of them. The sale of Products is subject to the Customer's compliance with the conditions of professional practice set out in articles L4362-1 to L4362-9 of the French Public Health Code. The Company reserves the right to cease all commercial relations if the Customer does not meet these conditions. In any event, the Company shall not be held liable for the Customer's failure to comply with these obligations.
2. TERMS OF DELIVERY
In the event of delivery for an amount exceeding €200 excluding VAT, the Products are delivered to the Customer under the ICC (2020) DDP incoterm. In this case, transport costs and risks are borne by the Company.
As an exception to the above, in the case of deliveries for less than €200 excluding VAT, Products are delivered to the Customer under the ICC (2020) EXW incoterm at the Company's premises. In this case, the transport of the Products as well as the inherent costs and risks are borne by the Customer. Thus, if the Company assumes responsibility for transport to the place indicated in the Contract, it does so solely as the Customer's agent. Delivery charges will therefore be billed in full to the Customer.
3. SPECIAL CONDITIONS FOR PRODUCT RETURNS
3.1 Test products - DEMETZ brand products
In cases where the Parties agree to the supply of a Test Product for the purpose of making adjustments to it and taking measurements, the Test Product may be returned, subject to the prior written agreement of the Company. To benefit from the return of the trial Product, the Customer must make a request to the Company, specifying the reference of the Product concerned, the delivery date and the reasons for the request. The Company may accept or refuse the return of the Product.
3.2 Return of products following assembly breakage - DEMETZ brand products
The Customer may request the Company to take back Products in the event of their breakage (lenses or frames) during assembly by the Customer. The Company may accept or refuse to take back the Products. In the event of acceptance, the Company nevertheless reserves the right to invoice a fixed percentage of the value of the Product or a lump sum, and will notify the Customer in advance.
3.3 Return for unsuitability - DEMETZ brand products
In the case of an order for progressive lenses, the said Product (frame and lenses) may only be returned in the event of a manufacturing error or defect. If no defect is found, the optical lenses cannot be returned, and only the unworn frame can be credited. However, on a commercial basis, if the progressive lenses do not suit the end customer, and if the customer orders new equipment, a 20% discount will be granted on the new progressive lenses.
3.4 Right of return specific to certain Products - DEMETZ brand products
Certain products may be returned for measurement and leak testing. These are the following products:
- diving masks,
- glasses ball sports,
- glasses swimming,
- glasses for outdoor use to adapt to base-8 vision.
To benefit from the return of Products, the Customer must make a request to the Company, specifying the reference of the Products concerned, the delivery date and the reasons for the request within 15 days of delivery of the Product. The Company may accept or refuse the said return of Products. If the Company accepts the return of Products, they must be returned in their original packaging.
4. AFTER-SALES SERVICE
Except for DEMETZ brand Products, after-sales service is provided free of charge by the Company for all orders placed by the Customer on the Company's website, with the exception of the OWLET collections, for which the Customer will be charged a flat rate of €4.70 per order. In addition, for all orders placed by the Customer outside the Company's website, a fixed charge of €4.70 per order will be invoiced to the Customer for any after-sales service request.
5. ONLINE SALE
5.1
The Customer undertakes to sell the Products only to end-users.
5.2
The Customer is authorized to use its online sales site to resell the Products. Internet sales are however regulated by the Company, in compliance with applicable competition law rules, in order to preserve the coherence and identity of the " OPAL DEMETZ" and "DEMETZ SAFETY" brands (hereinafter referred to as "the Brands"), and in the interest of end consumers. Thus, the Customer interested in selling Products over the Internet may only do so if he operates a physical sales outlet, which he will continue to operate in parallel with the sale of Products over the Internet, and provided that he undertakes, when selling Products over the Internet, to :
- market the Products in their original presentation, in compliance with applicable regulations, from a website that meets the quality standards required by the Company in its graphic charter, which is available to the Customer on request. The Customer ensures that the presentation of the website and the Products referenced therein is not likely to undermine the quality of the Products or the Company's brand image, and is generally consistent with the nature of the Products. In particular, the Customer undertakes to ensure that the Site from which the Products are marketed does not contain any element liable to create confusion with the Company's institutional sites;
- submit the domain name(s) it intends to reserve and use to operate its website to the Company for prior written approval. The domain name(s) reserved must neither include the Brands' name nor be confusingly similar to the Brands' website;
- not to use, under any circumstances, the logo or the Marks, which are the exclusive property of the Company, as hypertext links, marking or "tag" and/or e-mail address, keyword, without the express, prior and written consent of the Company;
- present for sale on its website a varied and representative range of Products, approved in advance by the Company, and offer all the Products marketed in its physical sales outlet, where applicable;
- in order to preserve the image of the Brands, submit to the prior written approval of the Company, any advertising links appearing on the website, as well as the use of "banners" designating the Brands placed on third-party websites, it being specified that any link to a competitor website of the Company or any banner placed on a competitor website of the Company is prohibited; in general, do not use on the website flashing, luminous, flashy messages or any other means likely to devalue the high-end image of the Products of the Brands.
SPECIAL CONDITIONS - DEMETZ SAFETY
1. PURPOSE - SCOPE OF APPLICATION
Terms defined hereinafter and used in these Special Terms and Conditions (hereinafter, "STC") shall have the meaning given in the STC. In the event of any inconsistency between the GSC and these Special Terms and Conditions, the latter shall prevail.
These GCP apply automatically to any sale of Products by DEMETZ SAFETY (hereinafter referred to as "DEMETZ SAFETY") to any customer (hereinafter referred to as "the Customer") who accepts them and acknowledges having full knowledge of them.
2. PRESCRIPTION FOR PRODUCT USE
The Customer is hereby informed that the Products sold by DEMETZ SAFETY comply with the standardisation rules applicable to them.
The Customer acknowledges and accepts that Products sold by DEMETZ SAFETY :
- May not be repackaged for resale and may not be resold without their instructions for use in accordance with current regulations and in particular European Regulation 2016/425 of March 09, 2016 on Personal Protective Equipment;
- Must be used in accordance with the instructions for use given in the leaflet accompanying the Products.
3. TERMS OF DELIVERY
In the event of delivery for an amount exceeding €300 excluding VAT, the Products are delivered to the Customer according to the ICC (2020) DDP incoterm. In this case, DEMETZ SAFETY shall bear all transport costs and risks.
As an exception to the above, in the event of delivery for an amount of less than €300 excluding VAT, the Products are delivered to the Customer according to the ICC (2020) EXW incoterm at DEMETZ SAFETY's premises. In this case, the transport of the Products as well as the inherent costs and risks are borne by the Customer. Thus, if DEMETZ SAFETY assumes responsibility for transport to the place indicated in the Contract, it does so solely as the Customer's agent. Delivery charges will therefore be billed in full to the Customer.