Terms & Conditions
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Terms and conditions of sale
Article 1 – Scope of application
In accordance with Article L 441-1 of the French Commercial Code, these General Terms and Conditions of Sale (GTCS) constitute the sole basis of the commercial relationship between the Parties. Their purpose is to define the conditions under which the company DUTEN FRANCE (‘The Supplier’) supplies professional Purchasers (‘The Purchasers or the Purchaser’) who request it, by direct contact or via a paper or electronic medium, with the tapware products and sanitary accessories that it markets (‘The Products’). They apply without restriction or reservation to all sales concluded by the Supplier with the Purchasers, regardless of the clauses that may appear in the Purchaser’s documents, and in particular its general conditions of purchase and order forms. These GCS are systematically communicated to all Purchasers prior to the conclusion of orders. All orders for Products imply the Buyer’s full and unreserved acceptance of these GCS. The information contained in the Supplier’s catalogues, prospectuses and price lists is given for information only and may be revised at any time. The Supplier is entitled to make any changes it deems necessary.
Article 2 – Orders – Prices
Orders must be confirmed in writing using a purchase order duly signed by the Buyer. The said purchase order must specify, for organizational and processing purposes, a desired delivery date requested by the Client. Sales are only considered final after the express and written acceptance of the Buyer’s order by the Supplier, who will ensure, in particular, the availability of the requested products, which will be confirmed by sending an order confirmation email. The data recorded in the Supplier’s computer system constitutes proof of all transactions concluded with the Buyer. Any modifications or cancellations requested by the Buyer can only be taken into account within the limits of the Supplier’s capabilities and at its sole discretion. These requests will only be considered by the Supplier if the modification or cancellation requests are received before the manufacture or shipment of the products. In the event of a cancellation request by the Buyer, and after acceptance by the Supplier, for any reason other than force majeure, the deposit paid at the time of ordering, as defined in the “Deliveries” article of these GTC, will be automatically retained by the Supplier and will not be subject to any refund. Products are supplied at the Supplier’s prices in effect on the day the order is placed and, where applicable, in the specific commercial proposal addressed to the Buyer. These prices are firm and non-revisable during their period of validity. These prices are net and exclude taxes, ex-works. They do not include transport, possible customs duties, and insurance costs, which remain the Buyer’s responsibility. Special pricing conditions may apply based on specific requests made by the Buyer, particularly regarding delivery terms and deadlines, or payment terms and conditions. A special commercial offer will then be sent to the Buyer by the Supplier.
Article 3 – Payment Terms
3.1 Terms
For any first order, full payment of 100% of the amount is required at the time of ordering. In the case of an order for a specific project, custom-made products, unmarked products, or specific finishes, a deposit corresponding to FIFTY (50) % of the total purchase price of the aforementioned products is required at the time of placing the order. The balance is then payable in full on the day of delivery, under the conditions defined in the “Deliveries” article below. Payments made by the Buyer will only be considered final after the effective receipt of the amounts due by the Supplier.
3.2 Late Payment
In the event of late payment and the payment of amounts due by the Buyer beyond the payment date appearing on the invoice sent to them, late payment penalties calculated at the legal interest rate increased by EIGHT (8) percentage points of the VAT-inclusive price amount appearing on said invoice will be automatically and rightfully acquired by the Supplier, without any formality or prior notice. This is without prejudice to any other action that the Supplier would be entitled to take, in this regard, against the Buyer. Additionally, a fixed compensation for recovery costs, in the amount of forty euros, will be due, rightfully and without prior notice, by the Buyer in the event of late payment. The Supplier reserves the right to claim additional compensation from the Buyer if the actual recovery costs exceed this amount, upon presentation of supporting documents. Any deterioration of the Buyer’s creditworthiness may justify the requirement for guarantees or a cash payment before the execution of the order by the Supplier.
3.3 Forfeiture of the Term – Termination
In the event of total or partial non-payment of an order when due, all amounts due or that may be owed by the Buyer due to this order, or other orders already delivered or in the process of being delivered, will become immediately payable, without notice or other formality. The Supplier may also suspend all current orders and deliveries until full payment of all amounts due, without this suspension being considered as termination by the Supplier, nor giving any right to compensation for the Buyer. The ownership of the goods sold guarantees all current or future claims that the Supplier may have against the Buyer.
Article 4 – Deliveries
4.1 Delivery Deadlines
The Products purchased by the Buyer will be delivered within an indicative period as specified in the order confirmation. This period will begin to run from the date of receipt by the Supplier of the corresponding purchase order, duly signed and accompanied by the amount of the deposit due on that date. This period does not constitute a binding deadline, and the Supplier shall not be held liable to the Buyer in the event of delayed delivery. However, if the delay exceeds SIXTY (60) days, the Buyer may request the termination of the sale. Any deposits already paid will then be returned to the Buyer without further compensation. The Supplier shall not be held liable in any case of delay or suspension of delivery attributable to the Buyer or in the event of force majeure.
4.2 Availability
The Supplier is hereby authorized to make deliveries in whole or in part. This delivery, by handing over the Products to the carrier, must take place as soon as possible after the Supplier has confirmed the availability of the ordered Products at its premises. If the Buyer has not chosen a carrier and arranged for them to take delivery of the Products at the Supplier’s premises within THIRTY (30) days following the date on which the Supplier indicated their availability, the Buyer will automatically owe a sum representing TEN (10) percent of the total order amount per day of delay, without any formalities required. This sum constitutes an initial compensation, in particular for the storage costs incurred by the Supplier, and is without prejudice to the Supplier’s right to request the termination of the contract at the Buyer’s fault. In the event of specific requests by the Buyer regarding the packaging or transport conditions of the ordered products, duly accepted in writing by the Supplier, the related costs will be subject to an additional specific invoice.
4.3 Delivery and Receipt Terms
Delivery is deemed completed when the Supplier hands over the Products ordered by the Buyer to the carrier or forwarder designated by the latter at the Supplier’s premises, and they have been accepted without reservation. The ordered products travel at the Buyer’s risk. The Buyer or their representative is required to check the apparent condition of the products upon delivery. In the absence of express reservations made at the time of delivery, the Products delivered by the Supplier will be deemed to comply in quantity and quality with the order. The Buyer acknowledges that it is the carrier’s responsibility to handle transportation, and the Buyer has no recourse against the Supplier in case of non-delivery of transported goods, damaged packaging, or damaged parcels. Therefore, in the event of damage or missing items, it is the Buyer’s responsibility to make all necessary claims or objections to the carrier and to send a copy to the Supplier within FORTY-EIGHT (48) hours of shipment.
4.4 Return of Excess Stock
In the event of Products ordered in excess by the Buyer, the latter may request the Supplier to take back the excess stock. The Supplier, who is under no obligation to take back such surplus, will consider the request made to it and, depending on its needs, if it agrees to the return, will issue a credit note in favor of the Buyer after receipt and inspection of the Products at its premises. Only Products that are still packaged, undamaged, and of good marketable quality may be eligible for return. The credit note issued must be used within THIRTEEN (13) months of its issuance with the Supplier and will be valued at EIGHTY (80) percent of the sale price, excluding taxes, of the returned Products as paid by the Buyer. The provisions of Article 4.4 of these GTC do not apply to custom-made products, without marking, or with specific finishes.
Article 5 – Transfer of Ownership – Transfer of Risks
The Supplier retains ownership of the Products until full payment of the price, including principal and interest, regardless of the delivery date. However, the transfer of risks of loss and damage to the Supplier’s Products will occur as soon as the Products leave the Supplier’s premises. If the price is not paid by the agreed due date, the Supplier may repossess all or part of the Products sold within the framework of contractual relations, with the return of goods being at the expense and risk of the Buyer and, if it so wishes, may invoke the termination of contractual relations. Checks and bills of exchange are only considered payments once they have been definitively cashed. Any deposit paid will remain with the Supplier as damages. The Supplier is hereby authorized to unilaterally and immediately inventory the unpaid Products held by the Buyer, who agrees not to oppose this and to allow access to its premises or warehouses to any Bailiff or any other person appointed for this purpose. Furthermore, until full payment of the price, under penalty of immediate reclamation of the equipment by the Supplier, the Buyer is prohibited from transforming, incorporating, reselling, or pledging any or all of the Products sold. This retention of title clause remains valid in the event of collective proceedings against the Buyer, in accordance with Article L621-115 of the French Commercial Code.
Article 6 – Supplier’s Liability – Warranty
The products delivered by the Supplier come with a contractual warranty of:
- FIVE (5) years for soap dispensers and hand dryers;
- TEN (10) years for faucets;
- TWENTY-FIVE (25) years for toilet paper dispensers, hand towel dispensers, waste bins and receptacles, grab bars for PRM (persons with reduced mobility), recessed combinations, and various accessories (excluding embedded elements such as hand dryers or faucets, etc.);
starting from the delivery date, covering any hidden defect resulting from a material, design, or manufacturing fault affecting the delivered products and rendering them unfit for use. The warranty is an inseparable part of the Product sold by the Supplier. The Product may not be sold or resold altered, transformed, or modified. This warranty is limited to the replacement or refund of products affected by a defect. All warranty claims are excluded in cases of improper use, negligence, or lack of maintenance by the Buyer, as well as normal wear and tear of the Product or force majeure. In order to assert its rights, the Buyer must inform the Supplier in writing of the existence of defects within a maximum period of FIVE (5) calendar days from their discovery, failing which any related action will be barred. The Supplier, after analysis and verification by its technical services, will replace or repair the Products or parts under warranty deemed defective. This warranty exclusively covers the product or part, not labor costs. It is specified here that the assembly and disassembly of the sold products or parts found to be defective are always the responsibility of the Buyer. The replacement of defective Products or parts will not extend the duration of the warranty as set forth above. The warranty will not apply if the Products have been subjected to abnormal use, incorrect installation, or have been used under conditions different from those for which they were manufactured, particularly in cases of non-compliance with the conditions specified in the user manual, if one exists. It also does not apply in cases of deterioration or accidents resulting from impact, fall, negligence, vandalism, lack of supervision or maintenance, overloading, use of accessories or spare parts that are not original, or in case of modification of the Product. Wear parts, including but not limited to solenoid valves, brushes, cables, batteries, etc., as well as the coatings and paint of the Products (scratches, chipping, etc.), are not covered by the warranty. In any case, in the event of a dispute, the Supplier’s liability is expressly limited to the amount excluding tax of the disputed order for all direct damages that may result from it. The Supplier is exempt from any liability for any indirect damage that may result from an order placed with it by the Buyer.
Article 7 – Personal Data
Personal data collected from Buyers is processed by the Supplier through computer systems. It is recorded in the Supplier’s customer file and is essential for processing the order. This information and personal data are also kept for security purposes, to comply with legal and regulatory obligations. They will be retained as long as necessary for the execution of orders and any applicable warranties. The data controller is the Supplier. Access to personal data will be strictly limited to employees of the data controller who are authorized to process it due to their functions. The collected information may be shared with third parties related to the company by contract for the performance of subcontracted tasks, without the Buyer’s authorization being required. In the context of performing their services, third parties have limited access to the data and are obligated to use it in compliance with applicable data protection legislation. Except in the cases mentioned above, the Supplier is prohibited from selling, renting, transferring, or giving access to third parties to the data without the Buyer’s prior consent, unless required due to a legitimate reason. If the data is to be transferred outside the EU, the Buyer will be informed and the safeguards taken to secure the data (e.g., the external provider’s adherence to the “Privacy Shield,” adoption of standard protection clauses validated by the CNIL, adoption of a code of conduct, obtaining CNIL certification, etc.) will be specified. In accordance with applicable regulations, the Buyer has the right to access, rectify, erase, and port their data, as well as the right to object to processing for legitimate reasons. These rights can be exercised by contacting the data controller at the following postal or email address: contact@duten.fr. In the case of a complaint,
Article 8 – Unforeseeability
In the event of a change in unforeseeable circumstances at the time of the contract’s conclusion, in accordance with Article 1195 of the Civil Code, the Party that has not agreed to bear an excessively burdensome execution risk may request a renegotiation of the contract with its counterpart. However, if the change in unforeseeable circumstances at the time of the contract’s conclusion is definitive or persists beyond THREE (3) months, the contract shall be deemed terminated according to the terms defined in the “Termination for Unforeseeability” article.
Article 9 – Exception of Non-performance
It is reminded that under Article 1219 of the Civil Code, each Party may refuse to perform its obligation, even if it is due, if the other Party does not fulfill its obligation and if this non-performance is sufficiently serious, meaning it could jeopardize the continuation of the contract or fundamentally disrupt its economic balance. The suspension of performance will take effect immediately upon receipt by the defaulting Party of the notice of default sent by the non-defaulting Party indicating the intention to apply the exception of non-performance until the defaulting Party has remedied the breach, communicated by registered letter with acknowledgment of receipt or any other durable written medium allowing proof of sending. However, if the impediment is definitive or lasts beyond one month from the notice of the impediment by registered letter, the contract shall be deemed terminated according to the terms defined in the “Termination for Breach of Obligations” article.
Article 10 – Force Majeure
The Parties shall not be held responsible if the non-performance or delay in the performance of any of their obligations, as described herein, results from a case of force majeure, as defined by Article 1218 of the Civil Code. The Party observing the event must promptly inform the other Party of its inability to perform its service and justify it to them. The suspension of obligations shall not be a cause of liability for non-performance of the obligation in question, nor lead to damages or penalties for delay. The performance of the obligation is suspended for the entire duration of the force majeure if it is temporary and does not exceed FORTY-FIVE (45) days. Consequently, as soon as the cause of the suspension of their mutual obligations disappears, the Parties shall make every effort to resume the normal performance of their contractual obligations as quickly as possible. To this end, the impeded Party shall notify the other Party of the resumption of its obligation by registered letter with acknowledgment of receipt or any extrajudicial act. If the impediment is definitive or exceeds a duration of FORTY-FIVE (45) days, the contract shall be deemed terminated according to the terms defined in the “Termination for Force Majeure” article.
Article 11 – Termination of the Contract
11.1 Termination for Unexpected Events
Termination for the impossibility of performing an obligation that has become excessively burdensome may, notwithstanding the Termination for Breach of a Party’s Obligations clause below, only occur FIFTEEN (15) days after sending a formal notice declaring the intention to apply this clause, notified by registered letter with acknowledgment of receipt or any extrajudicial act.
11.2 Termination for Force Majeure
Termination by right for force majeure may, notwithstanding the Termination for Breach of a Party’s Obligations clause below, only occur FIFTEEN (15) days after sending a formal notice notified by registered letter with acknowledgment of receipt or any extrajudicial act. However, this formal notice must state the intention to apply this clause.
11.3 Termination for Breach of a Party’s Obligations
In the event of non-compliance by either party with one of its obligations, including failure to pay the order price on the due date, or any other provision referred to in the articles of this contract, it may be terminated at the discretion of the aggrieved party. The aggrieved Party may then notify the Defaulting Party of the termination for breach of this contract by registered letter with acknowledgment of receipt, FIFTEEN (15) days after sending a formal notice to perform that remains unsuccessful. This will also apply in the event of a sufficiently serious breach of obligations by one of the parties under the provisions of Article 1224 of the Civil Code.
11.4 Common Provisions for Cases of Termination
It is expressly agreed between the Parties that the debtor of a payment obligation under this agreement will be validly put on notice by the mere exigibility of the obligation, in accordance with the provisions of Article 1344 of the Civil Code. In any case, the aggrieved Party may seek damages in court.
Article 12 – Disputes
ALL DISPUTES TO WHICH THIS CONTRACT AND THE AGREEMENTS ARISING THEREFROM MAY GIVE RISE, REGARDING THEIR VALIDITY, INTERPRETATION, EXECUTION, TERMINATION, CONSEQUENCES, AND FOLLOW-UPS, SHALL BE SUBJECT TO THE COMMERCIAL COURT OF NÎMES.
Article 13 – Applicable Law – Language of the Contract
These General Terms and Conditions of Sale and the transactions arising therefrom are governed by French law. They are written in French. In the event they are translated into one or more languages, only the French text shall prevail in case of dispute.
Article 14 – Buyer’s Acceptance
These General Terms and Conditions are expressly accepted by the Buyer, who declares and acknowledges having perfect knowledge of them and thereby waives any claim based on contradictory documents, including its own general terms and conditions of purchase. Due to the possibility for the Buyer to negotiate the clauses, only specific terms issued by the Supplier following these discussions and countersigned by both parties may contain clauses contrary to these but still binding on the Parties.
Terms and Conditions effective as of May 4, 2020