G.T.C - Ergane

PREAMBLE

These General Terms and Conditions of Sale (hereinafter referred to as the “G.T.C.”) exclusively govern the relationship between the company AR2C, a simplified joint stock company with a sole shareholder and a share capital of €1,000, registered with the Trade and Companies Register of CUSSET under number 839 910 247, having its registered office at Le Rebrillon – ZA Les Ancises – 03300 Creuzier le Neuf – FRANCE, represented by Mrs Anabele SILVESTRE, conducting its business under the trade name ERGANE (hereinafter referred to as “ERGANE”), and any natural or legal person wishing to purchase one or more ERGANE products (hereinafter referred to as the “Client”).

ERGANE markets to its Clients high-end furniture, lighting, and decorative objects, crafted by artisans (hereinafter referred to as the “Products”).

Clients may be consumers as defined by Law No. 2014-344 of 17 March 2014 (hereinafter referred to as “Consumer Clients”), or professionals who do not meet the definition of Consumers (hereinafter referred to as “Non-Consumer Clients”).

ERGANE and the Client are hereinafter collectively referred to as the Parties.

ARTICLE 1 — APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE

Any order for Products implies full knowledge and unconditional acceptance by the Client of these G.T.C.
Any condition to the contrary stipulated by the Client shall, unless previously accepted in writing, be unenforceable against ERGANE.
Any exemption or clause contrary to these G.T.C. shall only be valid if it has been previously negotiated and expressly accepted in writing by ERGANE.

These G.T.C. may be subject to modifications. Consequently, it is understood that the applicable G.T.C. are those of ERGANE in force on the date of placing the order.

ARTICLE 2 — INFORMATION PROVIDED TO THE CLIENT

The Client acknowledges having received, prior to any order and any purchase of Products, in a legible and comprehensible manner, these G.T.C. and all legal information, in particular the information relating to:

• the essential characteristics of the Products,
• the price of the Products and any additional costs,
• the date or period within which ERGANE undertakes to deliver the Products,
• the information relating to the identity of ERGANE, its postal, telephone and electronic contact details, and its activities, if they do not appear from the context,
• the corporate name of ERGANE, the geographical address of its establishment and, if different, that of its registered office, its telephone number and email address,
• the methods of payment, delivery and execution of the Products, as well as the procedures established by ERGANE for handling complaints,
• information relating to legal and contractual guarantees and the procedures for their implementation,
• the possibility for Consumer Clients to resort to conventional mediation in the event of a dispute, under the conditions provided for by the French Consumer Code,
• the validity period of the offer.

The Client is informed that they may also, for any questions, consult the “Frequently Asked Questions” page available on ERGANE’s website at the following address: www.ergane.eu

If the Client does not find the answer to their question, they may also contact ERGANE by email at the following address: ergane@ergane.eu

ARTICLE 3 — ORDER

The Client expressly acknowledges that the specifications mentioned in ERGANE’s catalogues, technical sheets or advertising materials are for informational purposes only. ERGANE reserves the right to make any modifications to its Products that it deems appropriate, even after acceptance of the orders, provided that the essential characteristics are not affected.

The Client also acknowledges that, as the Products are handcrafted items made by hand, their dimensions, finishes, and colours may vary slightly from one Product to another, even for the same model.

The Client may use ERGANE’s services for the creation of an original piece, for which the specifications and price shall be discussed between the Parties and shall be subject to a quotation issued by ERGANE.
ERGANE may also, upon the Client’s request, carry out custom adaptations of the Products listed in its catalogue, in particular with regard to the size of the Product. The specifications and price shall then also be discussed between the Parties and shall be subject to a quotation issued by ERGANE.

Every order must be the subject of a written document signed by the Client, specifying the reference of the Product(s) ordered, and shall be accompanied by full payment of the price of the Product(s) ordered.

The Client shall also specify, at the time of ordering, the delivery arrangements of the Products they choose, the identity and contact details of the carrier they may designate if they wish to use their own carrier, or otherwise, the delivery address if they wish to use a carrier designated by ERGANE.

The Client undertakes to provide accurate and complete information, in particular regarding their order and any delivery address. They acknowledge that incomplete or incorrect information may result in delivery errors or delays, which shall not be attributable to ERGANE.

The order is considered firm and final, even in the absence of a purchase order signed by the Client, on the date of confirmation of the order by ERGANE following receipt of full payment. From the date of order confirmation by ERGANE, the Client may no longer cancel or modify their order, except with the express written agreement of ERGANE.

Minor modifications to the order may be requested by the Client within 48 hours from the order confirmation by ERGANE. Once this 48-hour period has elapsed, any modification, whatever its nature, shall incur additional costs depending on the Client’s request.

ARTICLE 4 — PRICE

Prices are understood per unit and exclusive of tax, ex-warehouse from ERGANE.
The prices of the Products are determined according to the tariff in force on the date of the order, regardless of the price indicated in ERGANE’s catalogue.

The price of the Products, as well as, where applicable, any transportation costs, shall be paid by the Client on the day the order is placed, either by cheque or bank transfer to ERGANE’s account, the details of which shall be provided by ERGANE to the Client.

The order shall only be taken into account by ERGANE once the full payment has been received.

ARTICLE 5 — DELIVERY

The delivery of the Products shall be understood as either direct handover to the Client, or by a simple notice of availability, or by the handover within ERGANE’s warehouses to a shipper or carrier designated by the Client or, failing that, by ERGANE (hereinafter referred to as the “Delivery”).

The Client is expressly informed that ERGANE does not provide installation of the Products at their intended destination.

The delivery period for the Products by ERGANE is indicated to the Client at the time of order confirmation by ERGANE.
It is generally 8 to 12 weeks from the confirmation of the order by ERGANE.

However, the Non-Consumer Client acknowledges that the delivery times are given for information purposes only and are in no way binding upon ERGANE with respect to Non-Consumer Clients.

Any overrun of the delivery times indicated by ERGANE shall therefore not give rise to any compensation whatsoever from ERGANE to the Non-Consumer Client, nor shall it justify cancellation of current orders.

The Client is invited to check the condition of the Products, their compliance with the order, and their proper functioning at the time of Delivery.
Any reservations, which must be specific and substantiated, must be written on the delivery notes and then notified to ERGANE by registered letter with acknowledgement of receipt, no later than two (2) days following receipt of the Products.
Any reservations must be supported by photographs taken at the time of Delivery.

The Client is expressly informed that vague or unsubstantiated reservations, oral statements, or the mention “subject to unpacking” shall be deemed equivalent to the absence of reservations.

Unconditional acceptance of the Products upon delivery deprives the Non-Consumer Client of any subsequent recourse against ERGANE.

ARTICLE 6 — TRANSPORT AND TRANSFER OF RISK

From the moment of Delivery, as defined in Article 5 of these G.T.C., the transfer of risk shall occur on the day of Delivery, and the Products shall travel at the Client’s risk.

This rule shall apply even if the Non-Consumer Client has requested ERGANE to designate a carrier to transport the Products to their destination.

In such a case, and even if the delivery costs are invoiced by ERGANE, the company shall act solely as an intermediary and shall bear no liability whatsoever towards the Non-Consumer Client concerning the delivery of the Products.

Claims regarding the non-conformity of delivered Products must be notified in writing to ERGANE within a maximum period of seven (7) days after delivery.
Such notification shall be sent by email to the following address: ergane@ergane.eu
, and must specify the order number and order date, include photographs and/or videos clearly showing the problem encountered, and provide a detailed written description of said problem.

Under no circumstances may a claim give rise to the billing of fees, including administrative charges, by the Client.

As each Product is made to order, no Product may be returned without prior written consent from ERGANE.
Products that are broken or damaged in any way due to the Client’s fault or negligence shall not be eligible for refund or exchange, except with ERGANE’s prior agreement.

In the event of a claim by the Client, ERGANE’s workshop manager shall first propose feasible on-site repair solutions, to be carried out by a professional appointed by the Client.
Replacement parts shall then be sent by ERGANE to the Client.

If the issue persists, the Product must be repacked in its original packaging by the Client, and ERGANE shall organise its return so that any alleged defects can be analysed in the workshop.

The Client expressly acknowledges that, should they fail to demonstrate the defect alleged in the Product, they shall remain liable for all costs incurred by ERGANE in connection with the return and analysis of the Product.

ARTICLE 7 — INTELLECTUAL PROPERTY

All texts, comments, illustrations and images reproduced on ERGANE’s website, catalogues, leaflets, brochures or any other commercial materials are protected under copyright law as well as intellectual property rights worldwide.
Any total or partial reproduction of the website, catalogues, leaflets, brochures, or any other commercial materials is strictly prohibited.

The Client acknowledges that ERGANE is the owner of, or holds a right of use to, all intellectual property rights covering the Products sold to the Client, and that no right of use or reproduction of said rights is conferred upon them.

The Client undertakes not to alter said intellectual property rights, nor to make improper use of them in a way that would discredit or devalue them.

In the event of non-compliance with this clause, the Client shall indemnify ERGANE for any loss and expenses incurred by ERGANE in asserting its rights as a result of counterfeiting or unlawful copying, and more generally, for any legal or extra-legal proceedings undertaken to enforce such rights.

ARTICLE 8 — LIABILITY AND WARRANTY
8.1 – Scope of ERGANE’s Liability

The Products delivered by ERGANE benefit, in accordance with legal provisions, from a warranty against hidden defects, as well as any defect in design or manufacture rendering them unfit for their intended purpose, for a period of one (1) year from the Delivery as defined in Article 5 of these G.T.C.

To invoke the warranty, the Client must, under penalty of forfeiture of any related action, notify ERGANE by registered letter of the existence of the defect or fault affecting the Product, providing a precise description, within seven (7) days of discovering said defect.

Any interventions carried out under the warranty (after-sales service) shall not extend the duration of said warranty.
This warranty is limited to the repair, replacement (if possible), or reimbursement of Products that are non-compliant or affected by a defect.

Any service costs incurred by ERGANE at the Client’s request under the warranty, but which prove to fall outside the warranty, shall be borne by the Client.

In any case, ERGANE’s liability is limited to direct material damages only, excluding any indirect damage or any loss of turnover, profit, operating income, reputation, goodwill, commercial damage, economic loss, or any other loss of revenue.

For Non-Consumer Clients, ERGANE’s total cumulative liability shall not exceed the total amount (excluding tax) of the Products invoiced by ERGANE for the Order and paid by the Client.

8.2 – Provisions Applicable to Consumer Clients

ERGANE is responsible for defects of conformity existing at the time of delivery of the Products.
For Consumer Clients, any defects of conformity appearing within twenty-four (24) months from delivery are presumed to have existed at the time of delivery, unless proven otherwise.

The following provisions of the French Consumer Code are recalled for the Consumer Client:

Article L. 217-4 – The seller delivers goods in conformity with the contract and is liable for any lack of conformity existing at the time of delivery. The seller is also liable for any lack of conformity resulting from the packaging, assembly instructions, or installation when such installation is the seller’s responsibility under the contract or has been carried out under the seller’s supervision.

Article L. 217-5 – The goods conform to the contract:
1° If they are suitable for the usual purpose expected of similar goods and, where applicable:
• if they correspond to the description given by the seller and possess the qualities that the seller presented to the buyer as a sample or model;
• if they present the qualities that a buyer may legitimately expect having regard to the public statements made by the seller, the producer, or their representative, particularly in advertising or labelling;
2° Or if they present the characteristics defined by mutual agreement between the parties or are suitable for any special use sought by the buyer, brought to the attention of the seller and accepted by the latter.

Article L. 217-12 – The action resulting from a lack of conformity is time-barred after two years from delivery of the goods.

Article L. 217-16 – When the buyer requests, during the course of the commercial warranty granted to them at the time of acquisition or repair of movable property, a repair covered by the warranty, any period of immobilisation of at least seven days shall be added to the remaining warranty period. This period runs from the buyer’s request for intervention or from the availability of the goods for repair, if later.

Article 1641 of the French Civil Code – The seller is bound by the warranty for hidden defects of the item sold that render it unfit for its intended use, or that so diminish such use that the buyer would not have acquired it, or would have paid a lower price for it, had they known.

Article 1648 paragraph 1 – The action resulting from redhibitory defects must be brought by the purchaser within two years of the discovery of the defect.

8.3 – Exclusion of ERGANE’s Liability

Defects or deterioration caused by improper storage, negligence, or lack of maintenance by the Client, or arising from normal wear and tear, external accidents (incorrect assembly, abnormal use, etc.), or modification of the Product by the Client or by an unauthorised third party, are excluded from the warranty.

If the Client fails to comply with the obligation to use a professional for the assembly and installation of the Products, they shall remain solely responsible for such work, even if ERGANE has provided information, advice, or diagrams in this respect, and shall under no circumstances benefit from the warranty for any damage resulting from such assembly or installation.

The Client also undertakes to store and use lighting Products only in dry places, and with electrical power levels compliant with ERGANE’s recommendations. They further undertake not to use any bulbs other than those whose references are specified on the product sheets provided by ERGANE.

ERGANE shall in no case be held liable for any direct or indirect, material or immaterial damage caused by improper use of the Products, in particular through failure to comply with the above-mentioned rules in this Article 8.3.

ARTICLE 9 — PERSONAL DATA

ERGANE operates a personal data protection policy, the features of which are set out in the document entitled “Privacy Policy”, which the Client is expressly invited to read on ERGANE’s website (hereinafter referred to as the “Website”) at the following address: www.ergane.eu

ERGANE declares that, in the course of its business, it collects data relating to the Client and stores it in its account for the purpose of performing its obligations (hereinafter referred to as the “Data”).
This Data constitutes personal data within the meaning of Law No. 78-17 of 6 January 1978, as amended by Law No. 2004-801 of 6 August 2004, and of the General Data Protection Regulation (GDPR).
The Client acknowledges that they are solely responsible for the processing constituted in this respect.

ERGANE therefore undertakes to comply with all legal and regulatory obligations incumbent upon it regarding the protection of personal data, in order to guarantee, in particular, the security and confidentiality of the Data.

To this end, ERGANE undertakes to:
(i) not make any copy of the Data without the Client’s express consent;
(ii) use the Data only on the Client’s instruction and within the scope of the sale of the Products;
(iii) not disclose or transmit the Data to any third party without the Client’s express consent;
(iv) take all necessary measures to prevent any misuse or fraudulent use of the Data;
(v) take all technical and security measures to preserve the integrity of the Data;
(vi) destroy the Data upon termination of these G.T.C.

In accordance with the French Data Protection Act of 6 January 1978, as amended, and the General Data Protection Regulation of 27 April 2016, the Client has the right to access, rectify, erase, port, and restrict the processing of their personal data.

The Client also has the right to object to the processing of their data, as well as the right to object to its use for commercial prospecting purposes.
To exercise these rights, the Client must contact ERGANE via the “Contact” form on its website.

ARTICLE 11 — GENERAL PROVISIONS

The fact that ERGANE does not invoke, at any given time, any of the provisions of these G.T.C. shall not be interpreted as a waiver of the right to invoke any of said provisions at a later date.

If one or more stipulations of these G.T.C. are held to be invalid or declared as such by a final court decision, the other stipulations shall remain in full force and effect.

The headings of the articles of these G.T.C. are intended solely to facilitate reading and shall have no effect on the interpretation of the G.T.C.

Any notification made by the Client under these G.T.C. shall, in order to be valid, be sent by registered letter with acknowledgement of receipt, to ERGANE at the address specified in the preamble to these G.T.C.

Only the French version of the G.T.C. and of any contractual document concluded between the Parties shall prevail over a version drafted in another language

ARTICLE 12 — MEDIATION (CONSUMERS ONLY)

The provisions of this article apply exclusively to Consumer Clients, to the exclusion of Non-Consumer Clients.

In the event of a dispute relating to these G.T.C., the Consumer Client has the right to resort free of charge to a consumer mediator, in accordance with Article L612-1 of the French Consumer Code.
A list of approved mediators is available on the website of the Consumer Mediation authority, accessible at the address indicated therein.

The Client also has the possibility to submit a complaint via the Online Dispute Resolution (ODR) platform, accessible through the link provided for this purpose.
This link is also available on the ERGANE Website.

ARTICLE 13 — APPLICABLE LAW AND JURISDICTION

These G.T.C. are governed by French law.

13.1 – For Consumer Clients

In the event of any difficulty in performing the obligations set out in these G.T.C., the Parties shall first seek an amicable solution.
Should they fail to reach such a solution, any dispute or claim arising out of or in connection with these G.T.C., regarding their validity, interpretation, or performance, even in summary proceedings, shall be brought before the competent court.

13.2 – For Non-Consumer Clients