GENERAL TERMS AND CONDITIONS OF SALE
S.A.S. DUBOS A.S.
(Updated - January 2024)
DISTRIBUTOR - PROFESSIONAL RESELLER
1. Purpose of these terms and conditions
1.1 These General Terms and Conditions of Sale (hereinafter the "GTCS") apply to all agreements between S.A.S. DUBOS A.S. and a professional distributor customer (hereinafter the "Reseller") under the terms of which the Reseller purchases products of the "HAOMY" brand (hereinafter the "Products") from S.A.S. DUBOS A.S. (hereinafter "DUBOS" or the "Seller").
Any order for Products implies unreserved acceptance of these GTC. These General Terms and Conditions of Sale prevail over any different or contrary clause appearing on the documents or correspondence of the Reseller which has not been expressly accepted by DUBOS. These GTCS cancel and replace any GTCS previously issued by the Seller.
1.2 The Reseller undertakes to ensure that all third parties involved in the resale of "HAOMY" brand products are aware of and comply with these GTC, in particular article 8, and that third parties ensure that these conditions are respected by their own co-contractors, where applicable.
2. Presentation of the Products
2.1 The Seller sells quality "HAOMY" brand textile Products.
2.2 The Reseller offers the Products to end consumers in physical shops or in e-commerce and ensures that the quality, style and image of the "HAOMY" brand are respected.
3. Ordering Products
The Reseller is invited to consult the catalogue of Products on the website www.harmony-textile.com (hereinafter the "Website") and to place orders online.
Any first order requires verification by DUBOS of the Reseller's status as a professional, and an initial exchange by email or workflow between the parties.
The ordering process allows the Reseller to check the quantity and characteristics of the Products ordered. It is therefore the Reseller's responsibility to carry out any prior verification, it being understood that any order placed and validated is final.
DUBOS reserves the right to cancel or refuse an order if it appears that the order has not been placed by a professional reseller, or if the Reseller does not comply with these GTC. No more changes will be made to orders confirmed more than 48 hours previously or to backorders.
4. Delivery of Products
Deliveries are made Ex Works, Canéjan site (33, Gironde).
A justified shortage of stock cannot lead to any penalty or damages to the benefit of the Reseller without DUBOS having expressly agreed to this, nor to the cancellation of the order or more generally of the current business relationship.
In the event of the occurrence of an event of force majeure within the meaning of article 1218 of the French Civil Code, DUBOS' obligations will be suspended without any penalty or compensation being claimed from it and without the Reseller being entitled to offset or automatically deduct any penalty from the payment of invoices.
Any committed delivery cannot be cancelled by the Reseller. The Reseller must systematically sign the documents accompanying the delivery and must return these signed documents as soon as the goods have been unloaded and the order checked.
No returns or credit notes will be accepted more than six months after the invoice date.
The Products travel at the Reseller's risk.
In the event of loss or damage during transport, the Reseller must, on pain of having his claims rejected :
- Make the usual reservations with the carrier,
- Confirm these reservations by registered letter within 48 hours, in order to preserve all his rights vis-à-vis the carrier's insurance company. If the Reseller does not fulfil these two conditions, he will himself suffer the consequences.
5. Prices and terms of payment
All orders will be invoiced at the rate in force on the order date, ex Canéjan.
The Products are paid for when the order is placed and are the subject of a proforma invoice.
After validation of the Customer by DUBOS credit insurance, invoices are payable within thirty days from the end of the month for France and within thirty days net from the date of invoice for Europe.
The Reseller's first order with DUBOS will be subject to payment in full prior to delivery of the Products.
In the event of cash payment within 10 days, DUBOS will grant a discount calculated according to the current global effective rate.
Outstanding balances of less than €200 excluding VAT are not managed and outstanding balances of more than 3 months are automatically deleted.
Items purchased on special offer will not be returned or exchanged.
6 - Failure to pay
Failure to pay invoices by the due date, regardless of the method of payment used, will result in the following charges being applied to the invoice without further formality:
- daily late payment interest equal to 3%, plus the legal interest rate. Interest runs from the due date until full payment;
- a statutory indemnity of €40 per invoice to cover collection costs.
Where the recovery costs incurred are higher than the amount of this fixed indemnity, DUBOS may request additional compensation on proof of the costs actually incurred.
7 - Réserve de propriété
DUBOS conserve la propriété des Produits vendus jusqu’au jour de l’encaissement effectif des sommes dues par le Revendeur, en ce comprenant l’intégralité du prix en principal et accessoire.
Le redressement judiciaire ou la liquidation judiciaire ne peuvent faire déroger aux présentes CGV, et ce conformément aux dispositions de l’article L.624-16 du Code de Commerce.
Le défaut de paiement, par le Revendeur, de l’une quelconque des échéances pourra entraîner la revendication des Produits par DUBOS. Le Revendeur assume néanmoins à compter de la livraison les risques de perte ou de détérioration des Produits ainsi que la responsabilité des dommages qu’ils pourraient occasionner.
Le Revendeur s’engage à souscrire une assurance auprès d’une compagnie d’assurance notoirement solvable et à pouvoir en justifier sur simple demande. Cette assurance doit couvrir tous les risques pour perte, destruction, vol, dégradation des Produits qu’il assumera jusqu’au paiement intégral du prix des Produits.
8- Marketing of Products
8.1 Use of Trademarks
8.1.1 The "HAOMY" brand and the "HAOMY" logo are protected trademarks belonging to DUBOS (hereinafter the "Brand").
8.1.2 The Reseller may display the "HAOMY" Trademark when promoting sales of "HAOMY" Products in shop or on its merchant website in strict compliance with the Trademark's graphic charter.
8.1.3 The Reseller shall refrain from using the Brand in a way that could harm the distinctive character or the reputation of the Brand, in particular by associating it with products of lesser quality, or by using the Brand as a call brand, likely to harm the image or the reputation of DUBOS.
8.1.4 For advertising purposes, the "HAOMY" Brand may only be used in shops or on the Reseller's commercial internet site.
Advertisements reproducing the Brand must correspond to the image of the Brand (avoid bright colours and/or terminology not corresponding to the quality of the Products).
8.2 Internet Reseller
8.2.1 The Reseller undertakes to present on its commercial Internet site only a quantity of Products in accordance with the actual stock in its possession, and in accordance with the cycle of creation of the Products by DUBOS. The notion of "actual stock" applies to the general case, but in the event of a stock shortage of HAOMY products at SAS DUBOS AS, it is naturally possible to accept orders from customers in the knowledge of a supply delay.
8.2.2 The use of the Brands, photos of Products or other references to "HAOMY" may under no circumstances create confusion between the Reseller and DUBOS, nor imply the existence of any link between the Reseller and DUBOS, who remain two independent traders. The identity of the Reseller must always be clearly visible on his commercial Internet site, in order to avoid any confusion as to the identity of the owner of the site.
8.2.3 The use of the Brand, the name "HAOMY" or any similar terminology, and/or the name DUBOS in a domain name of the Reseller's merchant website is prohibited.
The use of a specific sub-page named "HAOMY" is only authorised with the written agreement of DUBOS.
8.2.4 The presentation pages of the Reseller's merchant internet site presenting the Products must comply with the graphic charter and the presentation of the Products proposed on the DUBOS Internet Site, and offer a certain harmony with the whole of the Reseller's merchant internet site.
8.2.6 The Reseller's merchant website may include hypertext links to the DUBOS Website, subject to written authorisation.
8.2.7 The Reseller undertakes to apply a pricing policy on the Internet which complies with the minimum "internet resale" price list given by DUBOS.
8.2.8 If paragraph 8.2.7 is not applied, the Reseller undertakes to withdraw from sale on the Internet all the Products concerned by the list and may not claim any compensation or indemnity whatsoever.
8.2.9 DUBOS authorises Internet Resellers to offer promotions on HAOMY products during :
- legal sales periods
- the week preceding the sales for "private sales".
- the "Black Friday" week
- Mother's Day week
With regard to HAOMY items purchased on sale at the end of the collection, it is requested to distinguish the sales which follow in a "DESTOCKAGE", "PROMOS" sector on the Internet sites.
8.2.10 In the event of non-compliance with the General Terms and Conditions of Sale, SAS DUBOS AS reserves the right to suspend the commercial advantages granted in order to rebalance the overall commercial relationship for all counterparties concerned. This suspension will take the form of an e-mail and a registered letter with acknowledgement of receipt.
The commercial advantages will be reinstated by e-mail.
8.3. Marketplaces
8.3.1 The Reseller may only sell the Products on market places (or "Market place") after having presented to DUBOS the platforms envisaged and having obtained DUBOS' prior written agreement.
8.3.2 After having obtained DUBOS's authorisation, the Reseller will regularly ensure that the marketplace respects the image and the Brand "HAOMY", and undertakes to cease all sales if it proves that the marketplace no longer corresponds to the image of the Brand.
8.3.3 The Reseller is not authorised to use the "HAOMY" Brand or any terminology relating to the Brand as a referencing keyword.
8.4. Use of Images
8.4.1 DUBOS owns the copyright in the photographs of the Products reproduced in its promotional material and on its Website. Any use and/or reproduction on any medium whatsoever without the express prior authorisation of DUBOS is prohibited.
8.4.2 DUBOS expressly authorises the Reseller to use up to five photographs of each Product in its promotional material and on its commercial Internet Site, and will provide the photographs in a quality favourable to reproduction on request.
8.4.3 If the Reseller wishes to use the photographs of the Products in a manner other than that authorised in these conditions, he may only do so with the prior written authorisation of DUBOS.
8.4.4 The Reseller must not copy, by any means whatsoever, the photographs on the DUBOS website or on any other medium, in order to avoid any loss of image quality leading to a deterioration in the brand image of DUBOS.
Photographs of Products from previous collections may under no circumstances be used by the Reseller.
9. Intellectual Property Rights
All of the Products and the elements relating to them, including in particular models, texts, logos or graphic charters, images, drawings, photographs and trademarks remain the exclusive property of DUBOS and/or its partners and suppliers and are protected under the provisions of the French Intellectual Property Code.
Copying, modifying, reproducing and/or distributing these elements, in whole or in part, in any form whatsoever, is strictly prohibited without the prior written authorisation of DUBOS. The Reseller is also prohibited from altering, in any way whatsoever, the Products or the elements relating thereto which would modify or would be likely to modify their composition and/or their appearance.
Violation of the obligations referred to in this article constitutes an infringement within the meaning of the Intellectual Property Code and subjects any offender to the criminal and civil penalties provided for in this respect by the legislation.
10. Personal data
As part of the performance of the GCS, the parties are likely to communicate personal data relating to their personnel (in particular, their name, title, signature and email address). In accordance with the regulations governing personal data, the parties undertake not to use the data for any purpose other than that necessary for the performance of these GTC. The parties also undertake to keep the data for no longer than is necessary for the purposes for which it is processed. Persons whose data is processed have a certain number of rights, in particular the right to access and rectify their data.
As regards the activities of DUBOS, this processing is carried out under the conditions set out in its Privacy Policy, which each new Customer is invited to consult and accept when creating their account. It is specified that the persons concerned may exercise their rights by specifying their identity and the purpose of their request, by e-mail or by post to the following addresses: commercial.france@harmony.textiles.fr or DUBOS, service commercial 7 rue Gaspard Monge, 33610 Canéjan.
11. Jurisdiction and applicable law
In the absence of an amicable agreement between the parties, it is expressly agreed that any dispute relating to the interpretation and/or application of these GTC and/or relating to the sales contract or to the commercial relationship which may exist between DUBOS and the Reseller, shall fall within the exclusive jurisdiction of the Courts of Paris, even in the event of a third party claim or multiple defendants.
French law alone shall apply.
Unique Eco-Mobilier identifier: FR025942_10L8UH