Terms of sale
BARAZZI – SAS ANDROMÈDE
128 rue La Boétie – 75008 Paris – France
SIREN: 520 275 421 – SIRET: 520 275 421 00029 – R.C.S. Paris – VAT: FR51520275421
Email: contact@barazzi.com – Phone: +33 2 52 44 52 58
1. PURPOSE AND SCOPE
These General Terms and Conditions of Sale (GTC) govern all sales concluded by SAS ANDROMÈDE, trading under the commercial name BARAZZI (hereinafter "the Seller"), with any professional or private client (hereinafter "the Client"), in France or abroad. Any order placed with the Seller implies full, complete and unreserved acceptance of these GTC, which prevail over any other document of the Client, in particular the Client's own general terms of purchase. A "professional Client" is any natural or legal person ordering in the course of their professional activity. A "consumer Client" is any natural person acting for purposes outside their professional activity.
2. PRODUCTS AND ARTISANAL NATURE
The products sold are high-end furniture, lighting, works and decorative items, manufactured exclusively on demand. Owing to their artisanal nature, variations in colour, texture, shade or finish may exist from one piece to another or compared with the visuals presented. The photographs and visuals shown on the website, in the catalogues and on quotations are not contractual. Such variations are inherent to the manufacturing process and shall in no case constitute a defect or grounds for refusal or complaint. The Client acknowledges having been informed thereof before placing any order.
3. PRICES
Prices are expressed in euros excluding taxes (excl. VAT). The applicable VAT is that in force on the day of the order. Delivery costs, where applicable, are specified in the purchase order. Prices may change at any time before written confirmation of the order by the Seller. No discount, rebate or preferential pricing condition is acquired without the Seller's written and signed agreement. Where an Incoterm is stated on the purchase order, it defines the delivery terms and prevails over any contrary provision of these GTC. For any delivery outside the European Union, and unless otherwise stated on the purchase order, customs duties, import taxes and customs formalities are borne exclusively by the Client.
4. ORDERS – DEPOSIT – CANCELLATION
Any order becomes firm and final upon signature of the quotation or purchase order by the Client, accompanied by payment of the stipulated deposit. The deposit paid is acquired by the Seller upon receipt and may under no circumstances be refunded, whatever the cause of cancellation. As the products are custom-made to the Client's specifications, the right of withdrawal is excluded under the conditions set out in Article 5. Any modification of an order after confirmation must be the subject of a written amendment signed by both parties and may entail a revision of prices and lead times. The Seller reserves the right to refuse any order in the event of a prior unsettled dispute, doubt as to the Client's solvency, or unavailability of materials.
5. RIGHT OF WITHDRAWAL – PRODUCTS MADE TO THE CLIENT'S SPECIFICATIONS
5.1 Made to order. Each product is put into production after the order, according to the specifications agreed with the Client and set out line by line in the quotation and the purchase order (including dimensions, configuration, materials, finishes, colours and options). A product made in this way can neither be taken back by the manufacturer nor resold as it is.
5.2 No right of withdrawal. In accordance with article L221-28, 3° of the French Consumer Code (Code de la consommation), the right of withdrawal provided for in article L221-18 of the same code cannot be exercised for the supply of goods made to the consumer's specifications or clearly personalised. As the products ordered fall within this category, the consumer Client has no right of withdrawal, including where production has not yet started. The Client acknowledges having been expressly informed thereof before placing the order, this information being reiterated on the purchase order that the Client signs. For consumers established in another Member State of the European Union, this exclusion derives from article 16(c) of Directive 2011/83/EU, as transposed into the applicable national law.
5.3 Conditions applicable in the alternative. Should a right of withdrawal nevertheless be recognised for the consumer Client in respect of a given product, it would be exercised exclusively under the following conditions: (i) the Client gives notice of the decision by an unequivocal written statement sent to contact@barazzi.com within fourteen (14) days of receipt of the product; (ii) the Client returns the complete product, in its original condition and properly packed for transport, to the address indicated by the Seller, no later than fourteen (14) days after that statement; (iii) the cost of returning the product is borne exclusively by the Client, its estimated amount being stated on the purchase order; (iv) the Seller refunds the sums paid within fourteen (14) days of the statement, and may withhold the refund until the product has been recovered or until the Client has provided proof of having sent it back; (v) the Client is liable for any diminished value of the product resulting from handling other than what is necessary to establish its nature, characteristics and functioning.
5.4 Professional clients. As the right of withdrawal benefits consumers only, this article is without object with regard to professional clients, who have no right of withdrawal in respect of the order.
6. PAYMENT TERMS
Payment shall be made exclusively by bank transfer to the account designated by the Seller, the details of which appear on the purchase order. Payment terms are specified on each purchase order. Unless otherwise stated, full payment is due upon order. Any late payment automatically entails, without prior formal notice: (i) late-payment interest at the statutory rate increased by 10 points, accruing from the day after the due date; (ii) a fixed recovery indemnity of €40; (iii) additional penalties if actual recovery costs exceed this amount; (iv) the immediate suspension of any delivery or manufacturing in progress, without the Seller's liability being incurred. In the event of persistent non-payment, the Seller reserves the right to terminate the sale by operation of law by simple written notification (registered letter or email with acknowledgement of receipt), without prejudice to any damages. The goods must then be returned immediately and in perfect condition, return costs being borne exclusively by the Client. Sums already paid remain acquired by the Seller as a fixed indemnity.
7. DELIVERY – LEAD TIMES
Given the artisanal, made-to-order nature of the products, manufactured on demand, delivery lead times and dates are given for information only. The parties expressly agree that delivery takes place within a maximum reference period of twenty (20) weeks from validation of the order (signature of the purchase order and receipt of payment), except where a different or longer time has been set out on the quotation or purchase order, or agreed in writing between the parties, which then prevails. As this period may vary depending on manufacturing, supply, personalisation or transport constraints, any exceeding of it shall not, by operation of law, give rise to late-delivery penalties, any indemnity, any refund, automatic cancellation of the order, or any liability of the Seller. Risk passes upon handover of the goods to the carrier. The Client must check the apparent condition of the packages upon delivery and record any relevant reservations directly on the transport document, then inform the Seller in writing within 7 days of receipt; in the absence of reservations within this period, the delivery is deemed compliant and no claim will be admissible. These provisions apply without prejudice to mandatory provisions protecting consumers: in accordance with articles L216-1 et seq. of the French Consumer Code, the consumer Client retains, where the agreed period is exceeded, the right to terminate the sale under the conditions of article L216-6, after formal notice to deliver sent to the Seller has remained unsuccessful.
8. RETURNS AND CLAIMS
No returns are accepted for products manufactured on demand or personalised, except for a lack of conformity acknowledged by the Seller. Any claim must be made in writing, with supporting evidence (photos, precise description), within 7 days of receipt. After this period, no claim will be admissible. In the event of an acknowledged defect, the Seller reserves the choice between repair, replacement or credit note, to the exclusion of any other remedy.
9. RETENTION OF TITLE
The Seller retains full and complete ownership of the goods delivered until full payment of the price, principal and ancillary amounts. In the event of resale of the goods by the Client before full payment, the corresponding receivable is automatically transferred to the Seller (articles 2367 to 2372 of the French Civil Code). The Client undertakes not to pledge, charge or encumber the goods with any security before full payment. In the event of non-payment, the Seller may demand the immediate return of the goods delivered, wherever they may be, including at a third party's premises, without any indemnity being due to the Client. Sums already paid remain acquired by the Seller as a fixed indemnity.
10. COMMERCIAL REFERENCES AND PHOTOGRAPHS
Unless the Client gives written notice of objection before delivery, the Seller is authorised to photograph the installed products and to use these visuals for commercial reference, communication or promotional purposes, in particular on its website and advertising materials. The Client shall not be entitled to any financial consideration in this respect.
11. LIABILITY
The Seller's liability is strictly limited to the amount excluding taxes of the order concerned. Under no circumstances shall the Seller be held liable for indirect, intangible or consequential damages or operating losses resulting from the use, non-use or late delivery of the products. The Client is solely responsible for the choice of products with regard to the intended use and the constraints of the installation site.
12. FORCE MAJEURE
The Seller shall not be held liable for the total or partial non-performance of its obligations in the event of force majeure within the meaning of article 1218 of the French Civil Code, including in particular: natural disasters, fires, floods, strikes, epidemics, armed conflicts, cyberattacks, transport blockages, shortages of raw materials or failure of a strategic supplier. The Seller undertakes to inform the Client as soon as possible and to resume performance once the event has ceased.
13. SEVERABILITY
If any provision of these GTC is declared null, unlawful or unenforceable by a competent court, the remaining provisions shall remain in full force and continue to produce their effects.
14. PROVISIONS ACCORDING TO THE CLIENT'S STATUS AND PLACE OF ESTABLISHMENT
14.1 Determination. The Client's status (professional or consumer) and place of establishment are assessed on the date of the order, on the basis of the information and the billing address shown on the purchase order.
14.2 Professional clients, whatever their country of establishment. These GTC apply in full, without reservation.
14.3 Consumer clients established in France or in another Member State of the European Union. These GTC apply subject to the mandatory statutory provisions protecting consumers, which prevail over any contrary provision. In particular: (a) the consumer Client benefits from the legal guarantee of conformity (articles L217-3 et seq. of the French Consumer Code), for two years from delivery of the goods, and from the warranty against hidden defects (articles 1641 to 1649 of the French Civil Code), irrespective of the time limits and claim procedures set out in Articles 7 and 8; (b) the risk of loss of or damage to the goods passes to the consumer Client only when he or she takes physical possession of them; (c) the limitations set out in Article 11 do not preclude compensation for any loss caused to the consumer Client by a breach by the Seller of its obligations; (d) the fixed recovery indemnity provided for in Article 6 does not apply to the consumer Client; (e) the provisions of Articles 4, 6 and 9 relating to sums retained by the Seller do not preclude the refunds required by law, in particular where the sale is terminated for failure to deliver or lack of conformity; (f) the consumer Client retains the right to bring proceedings before the courts of his or her place of residence.
14.4 Consumer clients established outside the European Union. The provisions of Article 14.3, which are specific to European Union consumer law, do not apply to them. These GTC apply in full, under the same conditions as to a professional Client, subject only to the mandatory provisions of the law of their country of residence which cannot be derogated from by contract.
14.5 No contractual right of withdrawal or return. These GTC do not in themselves create any right of withdrawal or return, whatever the Client's country. Article 5.3 applies only to the extent that a mandatory statutory provision grants such a right to the Client; failing that, in particular for a Client established outside the European Union, no right of withdrawal exists.
15. APPLICABLE LAW – DISPUTES
These GTC are governed by French law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980). In the event of a dispute, the parties shall endeavour to find an amicable solution. Failing agreement within 30 days, the Commercial Court of Paris shall have sole jurisdiction, including in the event of multiple defendants, warranty claims or urgent proceedings, subject to Article 14.3 (f).