Terms and Conditions of Sale
Preamble
These Terms and Conditions of Sale ("Terms") govern the relationship between ATELIER BOX, a simplified joint-stock company (Société par actions simplifiée), registered with the Paris Trade and Companies Register under number 920939386, with intra-community VAT number FR53920939386, whose registered office is located at 4 rue du Caire, 75002 Paris, France, represented by its legal representative (the "Company"), and the customer (the "Customer") whose details are set out in the quotation (together the "Parties").
Article 1 — Scope
The purpose of these Terms is to define the conditions of sale of the products offered for sale by the Company through the atelierbox.co.uk website or via its showroom (the "Products") to the Customer.
The atelierbox.co.uk website is exclusively intended for business-to-business (B2B) commercial relationships. Orders are reserved for companies, associations, professional organisations, and public institutions holding a valid UK company registration number (Companies House) or equivalent tax identification. Sales are not made to consumers within the meaning of the Consumer Rights Act 2015 or any other consumer protection legislation.
The Parties agree that these Terms exclusively govern their relationship. By placing an order, the Customer acknowledges that they have read and accept these Terms. The Company expressly excludes acceptance of any contract containing penalty clauses of any kind and any general purchase conditions issued by the Customer.
The Company reserves the right to modify and supplement these Terms at any time. The Terms applicable to each order placed by the Customer are those in force at the date of said order.
By placing an order, the Customer acknowledges:
- having read and accepted these Terms without reservation;
- acting in a professional capacity;
- being a legal adult acting within the framework of a commercial, industrial, artisanal, or liberal activity, either in their own name or on behalf of a legal entity of which they are the representative;
- having full capacity to bind themselves or their Company under these Terms when placing orders with the Company.
Article 2 — Order Validation, Cancellation and Product Returns
An order for Products from the Company is validated when the quotation is signed by the Customer. Mock-ups validated before the signature of the quotation are non-contractual.
Any order placed by the Customer is firm and final. Requests for cancellation or modification of orders must be submitted in writing, justified by legitimate grounds, and subject to the Company's written agreement. Where applicable, cancelled orders will be invoiced to the Customer pro rata to the time spent by the Company up to the effective date of cancellation validated by the Company.
No Product return may be accepted without the prior written agreement of the Company. Should the Customer return Products without the Company's agreement, the products will be held at the Customer's disposal and may not give rise to any credit or refund; in such cases, the Customer guarantees and is responsible for the costs and risks of returning the Products concerned. The Company may issue a credit note in the event of a return previously validated by the Company. Products must be returned complete, in their original packaging, accompanied by a copy of the invoice issued by the Company. The Product return costs are borne by the Customer.
Article 3 — Retention of Title and Transfer of Risk
Delivered Products remain the property of the Company until full payment of all sums owed in respect of the order of the Products concerned has been received by the Company (French law no. 80-335 of 12 May 1980). The transfer of ownership of the delivered and invoiced Products is suspended until full payment of the price (applicable to the right of revendication, even in the event of insolvency or liquidation proceedings). Legal ownership of the Company's Products will therefore only be transferred to the Customer on the date the Customer has paid the full price. If the Product is sold in the meantime, the Customer must assign the receivable to the Company and if payments are made on these receivables, they must be transferred to the Company upon receipt.
These provisions do not prevent the transfer to the Customer, from the time of delivery, of the risks of loss or deterioration of the goods sold as well as any damage they may cause. The Customer or a third party designated by the Customer (other than the carrier proposed by the Company) thus bears all risks of loss or damage to the Products, as well as liability for any damage the Products may cause, from the date of delivery of the Products.
Article 4 — Development and Personalisation of Products
The Company submits a personalisation format proposal to the Customer via a proof (BAT — Bon À Tirer), including dimensions, text, colour, and position of the logo. Beyond two revisions, at the Customer's request, to the personalisation format, the issuance of each new proof will be invoiced to the Customer at twenty euros (€20) excluding tax.
Acceptance of the quotation constitutes the Customer's final agreement on the Products, their personalisation, and their production. Any new Product order from the Customer, subsequent to the signing of a Quotation, will be the subject of a new quotation.
Additional fees are also payable by the Customer in the event of a request to change the logo after order validation.
The Company has the Products manufactured by the manufacturer(s) of its choice, in accordance with the specifications of the quotation.
The Customer acknowledges that, given the outsourced production method of the Products, it is possible that the Company may not be able to ship the exact quantity of Products ordered. If, despite the Company's best efforts, one or more Products prove(s) to be unavailable after the Customer's order, the Company will inform the Customer within a reasonable timeframe. Only the Products delivered are invoiced to the Customer. The Company shall not be held responsible for non-performance of its obligations in the event of stock shortages or Product unavailability.
The Customer is also informed and accepts that Product personalisation may be carried out using various processes: screen printing, pad printing, transfer, hot foil stamping, laser engraving, embroidery, etc. Starting from different bases, the Company cannot obtain colours and brightness identical to Pantone references. Given European regulations on heavy metals and solvents, colour pigmentation evolves, which may lead to some variations in shade depending on printing processes (notably on coloured backgrounds). Claims for manufacturing defects on this basis are not admissible.
Article 5 — Shipping, Delivery, VAT and Customs Clearance
The Company delivers Customers in France, in the United Kingdom, and worldwide. The Company manages all logistics to the United Kingdom through its partner forwarding agents (notably DHL and UPS). Shipping costs are specified in the quotation, depending on the weight of the Order and the delivery address.
Invoicing, VAT and customs clearance for the United Kingdom. The Company invoices in euros (EUR), exclusive of taxes, from its French registered office, under the B2B export regime applicable to commercial transactions between France and the United Kingdom following the United Kingdom's exit from the European Union. UK Value Added Tax (VAT) at the standard rate of 20% is applied separately by the appointed carrier at customs clearance into the United Kingdom and remains fully recoverable by the UK Customer via its standard VAT return submitted to HMRC. Customs duties, where applicable, are likewise managed by the appointed carrier. No additional administrative formality is required from the Customer.
The Company endeavours to comply with the delivery times specified in the quotation. However, these times are given as an indication only and do not constitute a firm commitment by the Company. Any delivery delay not attributable to the Company (notably in the case of customs controls) may not give rise to (i) damages or penalties, (ii) cancellation of the order, (iii) refusal to receive the goods, (iv) refusal to pay the sums owed in respect of the order, or (v) engage the responsibility of the Company.
Prior to ordering, it is the Customer's responsibility to check the accuracy of the address(es) indicated to the Company. In addition, the Customer is informed that the Company is dependent on the transport and delivery conditions of carriers, which may be communicated separately by the Company to the Customer. If there are constraints linked to the place of delivery or its means of access (for example, premises on an upper floor without a lift), the Customer must imperatively indicate this to the Company in writing prior to the validation of the order. These constraints may give rise to additional shipping costs.
The impossibility of delivering the Products, in the event that the Customer indicates the wrong address or does not indicate an access difficulty at the time of ordering, cannot engage the responsibility of the Company, justify cancellation of the order, or refusal to pay the sums owed in respect of the order. Rescheduling delivery following an impossibility to deliver the Products attributable to the Customer entails additional shipping costs borne by the Customer.
Article 6 — Receipt
At the time of delivery, the Customer is required to:
- check the condition of the packaging, the number and content of parcels, as well as the condition of the Products upon delivery;
- report any anomalies concerning the condition of the packaging, the number and content of parcels, or the condition of the Products ("Anomalies") in the form of clear, precise, and complete handwritten reservations on the delivery/transport note, in the presence of the carrier, it being specified that the carrier and the Customer must date and sign the reservations issued. If the carrier refuses to sign the reservations, the Customer must state this in writing on the delivery note;
- in the event of Anomalies, the Customer may refuse delivery, in accordance with article L. 133-3 of the French Commercial Code, and in parallel with the issuance of reservations, the Customer must send a registered letter with acknowledgement of receipt to the carrier within three (3) calendar days following the date of delivery so that the Company can confirm the claims relating to the anomalies noted. A copy of this letter as well as that of the delivery note containing the reservations must reach the Company simultaneously by registered letter with acknowledgement of receipt or by email no later than three (3) calendar days following the date of delivery.
- After the three (3) calendar day period and failure to comply with this procedure and the above grounds, the Customer is deemed to have definitively accepted the Products without reservation.
- A refusal of the Products on delivery will be abusive if the Customer cannot justify, at the time of delivery, the reality of the Anomalies invoked in relation to the delivery note and/or transport note, and is liable to engage their responsibility.
In the event of shipment to an address other than that of the Customer (in accordance with their request when ordering), the recipient of the Products replaces the Customer and engages their responsibility by signing the delivery note for the Products.
Article 7 — Warranty of Conformity and Claims
The Company guarantees that the Products conform to the order and the proof (BAT).
If the Customer or the recipient of the Products designated by the Customer notes, after unpacking the Products, anomalies linked to missing Products, Products delivered different from those mentioned in the order, or Products having sustained damage exclusively attributable to the Company rendering them unfit for use, the Customer shall send to the Company, by email and by registered letter with acknowledgement of receipt, within a maximum period of forty-eight (48) hours after the date of delivery of the Products, a very detailed statement of the anomaly observed and shall specify the Products concerned, the order number, and the date of delivery of the Products.
In the absence of receipt by the Company of a conformity dispute of the Products within the aforementioned forty-eight (48) hour period, the delivery and the Products will be considered as conforming to the order and the proof. The Customer may not make any claim.
In the event of an anomaly validated by the Company, the Company will specify to the Customer the procedure to follow. The Company will refund to the Customer the sums paid in consideration of the Products subject to an anomaly validated by the Company and not replaced by the Company.
Products delivered presenting variations linked to personalisation in accordance with article 4 of the Terms may not be subject to any contestation on the basis of these variations.
The Company is not required to repair, replace, or take back the Product or part of the Product if the defect is due in whole or in part to (i) an accident, (ii) fault or negligence on the part of the Customer or the recipient designated by the Customer, (iii) use not in accordance with the instructions provided with the Product, (iv) alteration, modification, installation, or repair not carried out by the Company or without the written authorisation of the Company.
The Parties agree that the application of this warranty cannot in any case justify the non-payment of any invoices issued by the Company, including invoices issued for the Products concerned by the implementation of the warranty.
Article 8 — Prices, Currency, Payment Terms and Late Payment Interest
All prices appearing on the Company's website or in the quotations are in euros and are net, excluding taxes, duties, or other services to be paid in application of the laws and regulations of the countries of delivery or transit, which are borne by the Customer. Shipping costs and technical costs inherent to the Customer's order (courier fees, photography fees, mould fees, etc.) are also borne by the Customer.
Currency display and exchange rate. Prices may be displayed in pounds sterling (GBP) on the Company's website for informational purposes and reading comfort for UK Customers. Invoicing, however, is established in euros (EUR), exclusive of taxes. The EUR/GBP exchange rate applied for indicative GBP display is the rate in force at the date of order validation. Any subsequent variation of the exchange rate between order validation and payment is borne by the Customer.
Orders are settled by credit card or bank transfer.
Unless expressly agreed otherwise between the parties, the standard payment terms are as follows:
Payment of a deposit of between thirty per cent (30%) and one hundred per cent (100%) of the sums owed for the Products and/or Services ordered and appearing on the quotation at the date of order validation.
Payment of the remaining balance of the sums owed for the Products and/or Services ordered and appearing on the quotation at the date of delivery of the Products.
Payment terms may not be delayed under any pretext whatsoever and no claim concerning the quality of a Product suspends payment for it, if the claims procedure of article 7 of the Terms has not been followed.
In the event of non-payment by the Customer at a due date, and after a formal notice remaining unsuccessful within eight (8) calendar days, the Company may suspend deliveries of remaining Products and subsequent orders without any compensation being claimed.
Any sum not paid on its due date may, upon simple formal notice, give rise to the immediate payability of all sums, even those not yet due, owed to the Company.
Unless expressly agreed otherwise between the parties, invoices are payable upon receipt for deposits and on the delivery date for the balance.
In the event of late payment at maturity, the sums owed will be subject to late payment interest at a rate corresponding to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by ten (10) percentage points, until full payment, by operation of law and without formal notice. The Customer shall also be liable, by operation of law, for a minimum fixed indemnity of forty (40) euros for recovery costs in accordance with article L. 441-10 of the French Commercial Code.
Article 9 — Force Majeure
The Company's liability cannot be engaged if the non-performance or delay in the performance of any of its obligations described in the Terms results from a case of force majeure. As such, force majeure means any external, unforeseeable, and irresistible event within the meaning of article 1218 of the French Civil Code.
Article 10 — Intellectual Property
Unless expressly agreed otherwise, drawings, mock-ups, plates, and tools of any kind produced by the Company remain its property even if they are the subject of any participation by the Customer at the time of invoicing.
The contents — including the composition and assembly — of the Company's website atelierbox.co.uk, including but not limited to texts, graphics, logos, icons, buttons, images, audio clips, and software, are elements whose rights are held by the Company or used with the authorisation of the rights holder. The contents are thus protected by French, UK, European, and international laws. It is forbidden to reproduce, use, or exploit the brand, name, and logo of the Company without its agreement.
The Customer undertakes to respect the Company's own intellectual property rights, and the intellectual property rights of third parties.
By placing an order with the Company, the Customer certifies that they have the right to use all logos, texts, and/or graphics submitted to the Company in order to personalise the chosen items. The Company reserves the right, in certain circumstances and at its sole discretion, to refuse or accept orders from customers who have infringed or violated the intellectual property rights of a third party.
Any order of Products by the Customer entails authorisation for reproduction by the Company of the name, brand, and logo of the Customer as a reference in its commercial documents or on its website, unless expressly otherwise requested in writing by the Customer.
Article 11 — Warranties and Liability
To the fullest extent permitted by applicable mandatory law, the warranties and remedies stipulated in the Terms are the only warranties given by the Company. The Company expressly excludes any other warranty and does not authorise any other person to impose on it any other commitment or warranty regarding the distribution, sale, or use of its Products.
The Company is responsible for foreseeable damage that it has directly caused to the Customer and cannot be held responsible for the occurrence of any indirect damage, whether suffered by the Customer or the recipient designated by the Customer, including any loss of turnover, profits, loss of opportunity, loss of clientele, or damage to image.
The Company's liability towards the Customer and/or the recipients of the Products designated by the Customer, under the Terms, is limited to the amount of sums actually paid by the Customer to the Company during the year preceding the occurrence of the event giving rise to its liability.
Nothing in these Terms shall limit or exclude the Company's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded under applicable mandatory law.
Article 12 — Subcontracting and Supply Chain
The Company is authorised to subcontract all or part of the manufacturing, personalisation, and logistics of the Products to selected European partners. The Company remains the sole counterparty of the Customer and assumes responsibility for the proper performance of the Terms, regardless of the subcontracting arrangements implemented.
The Company selects its manufacturing and logistics partners with attention to quality, traceability, and social and environmental criteria. Specific certifications (such as GOTS, OEKO-TEX, GRS, FSC, Origine France Garantie, Fair Trade or Impact Aware) apply on a per-product basis, as documented for the relevant product line at the time of order. No blanket certification applies across the entire catalogue.
Article 13 — Ethical Sourcing and Anti-Bribery
The Company is committed to ethical business practices and takes appropriate measures, within the scope of its activities and supply chain, in line with the principles of the UK Modern Slavery Act 2015 and applicable French legislation regarding the prevention of forced labour and human trafficking.
The Company adopts a zero-tolerance approach to bribery and corruption and complies with the applicable provisions of the UK Bribery Act 2010 and applicable French anti-corruption legislation. The Customer undertakes to comply with the same principles within the framework of the commercial relationship.
Article 14 — Personal Data Protection
Within the framework of their contractual relations, the Parties mutually undertake to comply with the regulations applicable to personal data, in particular Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data (EU GDPR), the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the French law no. 78-17 of 6 January 1978 as amended.
In the event that the Company implements the processing of personal data, as data processor, on behalf of the Customer, acting as data controller, in connection with the provision of Services and more generally the performance of the Contract, a data processing agreement will be concluded.
For more details on the processing of personal data by the Company, the Customer may consult the Privacy Policy available on the atelierbox.co.uk website.
Article 15 — Governing Law and Jurisdiction
The Terms are governed by French law.
In the exclusive context of B2B relationships between professionals, in accordance with the contractual freedom recognised by the Hague Convention of 30 June 2005 on Choice of Court Agreements and English private international law (which preserves the parties' freedom of choice in international commercial contracts following the United Kingdom's exit from the European Union), the Parties expressly agree that in the event of a dispute concerning the formation, interpretation, performance, and/or termination of the contractual relationship, exclusive jurisdiction is granted to the Commercial Court of Paris (Tribunal de commerce de Paris), notwithstanding multiple defendants or warranty claims, including for urgent or interim proceedings.
