General Terms and Conditions of Sale

Article 1. Application of the General Terms and Conditions of Sale – Enforceability

These General Terms and Conditions of Sale (GTC) form the framework for commercial negotiations and are systematically sent or handed to each buyer to enable them to place an order. They prevail over any general purchasing conditions unless formally accepted in writing by La Clé Rapide. In the absence of a specific agreement, placing an order with La Clé Rapide implies the buyer’s full and unconditional acceptance of these GTC. The fact that La Clé Rapide does not invoke any of these GTC at a given time may not be interpreted as a waiver to invoke them later. The applicable GTC are those in force on the order date.

Article 2. Orders

To be valid, the order must specify in particular the quantity, brand, type, product references, agreed price, payment terms, and the place and date of delivery or collection. Orders become final only after validation and confirmation by La Clé Rapide. Order confirmation implies the buyer’s unconditional acceptance of La Clé Rapide’s GTC. In the event of shortages, La Clé Rapide will fulfill orders in the order received and subject to availability. Orders will be honored provided the products are in stock or still available from the supplier. 

Article 3. Order modification or cancellation

As orders relate to made-to-measure products, any modification or cancellation by the buyer can only be considered if recorded by La Clé Rapide before production starts. Cancellation of a duly recorded order can only be obtained with La Clé Rapide’s consent; any product already produced is due in full.

Article 4. Prices

Products are supplied at the price in force on the order date, expressed in euros and including the VAT rate applicable on that date; any change in rate may be passed on to product or service prices. La Clé Rapide’s price lists are indicative, non-binding, and may be changed without notice. Unless otherwise agreed, prices are net, excluding transport, packaging and flat fees, before tax, based on tariffs communicated to the buyer. Any tax, duty, charge or other levy payable under French regulations or those of the importing or transit country shall be borne by the buyer.

Article 5. Delivery

5.1 Methods

Goods travel at the recipient’s risk, regardless of transport mode. Delivery is made as per the order, either by handing the product directly to the buyer or by handing it over to a carrier or shipper at La Clé Rapide’s premises. La Clé Rapide’s delivery times are estimated at no later than thirty (30) days from order validation and subject to payment. This timeframe is indicative and non-binding. It may not give rise to penalties or late-payment compensation against La Clé Rapide.

5.2 Lead times

Deliveries are made based on availability and in order of receipt. La Clé Rapide may deliver in full or in partial shipments. Stated lead times are as accurate as possible but may be adjusted according to supply and transport constraints. Exceeding delivery times shall not give rise to damages, withholding, or cancellation of current orders. Events of force majeure releasing La Clé Rapide from its delivery obligation include, without limitation: war, riot, fire, strikes, accidents, or inability to procure supplies. La Clé Rapide will inform the buyer in due time of such events. In all cases, timely delivery may occur only if the buyer has fulfilled its obligations to La Clé Rapide.

5.3 Risk

Products travel at the buyer’s risk. In case of damage, the buyer must make all necessary findings and confirm reservations by formal notice (bailiff’s act) or registered letter with acknowledgment of receipt to the carrier within eight (8) days of receipt.

Article 6. Receipt

Without prejudice to claims against the carrier, any claims for apparent defects or non-conformity of the delivered product with the order or the delivery note must be made in writing within eight (8) days of receipt. The buyer must provide all evidence of the reality of the defects or anomalies, allow La Clé Rapide to ascertain them and to remedy them, and refrain from intervening themselves or commissioning a third party. For pre-packed products, departure weights and measures are deemed proof of delivered quantities.

Article 7. Returns

No carriage-forward return will be accepted without La Clé Rapide’s prior written consent. Any product returned without such consent will be held at the buyer’s disposal and will not result in a credit. Return costs and risks are always borne by the buyer. Returned goods must include a return slip affixed to the parcel and be in the condition in which La Clé Rapide delivered them. In the event of an apparent defect or non-conformity duly ascertained under the above conditions, the buyer may obtain either replacement or refund, at La Clé Rapide’s discretion, to the exclusion of any damages.

Article 8. Warranty

8.1 Scope

Products are warranted against hidden material or manufacturing defects for one (1) year from delivery. Warranty interventions do not extend the warranty period. Under this warranty, La Clé Rapide’s sole obligation shall be, at its option, to replace free of charge or repair the product or component recognized as defective by its services, unless such remedy is impossible or disproportionate. To benefit from the warranty, any product must first be submitted to La Clé Rapide’s after-sales service, whose approval is indispensable for any replacement. Any shipping costs are borne by the buyer, who may not claim any indemnity for immobilization during warranty application.

8.2 Exclusions

The warranty does not cover apparent defects not reported within eight (8) days of delivery. It also excludes defects and deterioration caused by normal wear, external accidents not attributable to La Clé Rapide, or modification by the buyer. La Clé Rapide disclaims liability for executing parts ordered by a third party that are protected by a patent or registration. In case of buyer error, goods will neither be taken back nor exchanged.

Article 9. Invoicing

Invoices are payable at La Clé Rapide’s registered office — 2 RUE DE LA PAROISSE, 78400 CHATOU.

Article 10. Payment

10.1 Payment terms

Unless otherwise agreed, payments are due under the following conditions: payment upon receipt of the product and no later than 10 days after the shipment date stated on the Delivery Note. Payments are made by cheque, bank transfer, or bank card. For any new customer, payment is due upon ordering.

10.2 Late payment

In case of late payment, La Clé Rapide may suspend all other current orders, without prejudice to other remedies. For bills of exchange, failure to return the instrument is deemed refusal to accept and equivalent to non-payment. Payments may not be suspended or offset without La Clé Rapide’s prior written consent. Any partial payment will be allocated first to the non-privileged portion of the claim, then to the oldest due amounts. Pursuant to Article L. 441-6 of the French Commercial Code, La Clé Rapide may charge late-payment penalties (at a rate equal to three times the legal interest rate) and a fixed recovery fee of €40 if payment is not received the day following its due date. If the invoice amounts must be recovered via legal proceedings, the amounts due will be increased by a non-reducible penalty clause of 10% (per Article 1229 of the French Civil Code), in addition to legal fees and interest.

Article 11. Retention of title

La Clé Rapide retains title to the product until full payment of the price. From shipment, the buyer assumes responsibility for any damage to or caused by the goods, for any reason, and bears the insurance. In case of seizure or third-party action, the buyer must inform La Clé Rapide without delay. The buyer shall not pledge or assign the goods as security. In case of non-payment at due date, or insolvency proceedings, La Clé Rapide may, by registered letter with acknowledgment of receipt, demand the return of the goods at the buyer’s expense and risk. La Clé Rapide may immediately inventory unpaid goods held by the buyer. The buyer bears collection service costs and any legal fees. The buyer owes a depreciation indemnity of 15% of the price per month of possession from delivery to return, plus 1% per day of delay in returning the goods.

Article 12. Jurisdiction – Disputes

In case of a dispute regarding interpretation or performance, the parties shall first seek an amicable resolution and exchange all necessary information. Failing amicable settlement, the dispute shall be submitted to the Commercial Court of Versailles. This clause applies even in summary proceedings, incidental claims, multiple defendants or warranty calls, and regardless of the payment method, without the buyers’ jurisdiction clauses preventing its application.