Terms and Conditions of Sale
ARTUB (hereinafter the 'Company') is a business:
— organised as a public limited company with a share capital of 2,000,000 euros, with its registered office at Usine de la Gare, Crémieu (38460), and registered with the Vienne Trade and Companies Register under number 643 620 297
— whose activities comprise the manufacture and sale of metal products, in particular step ladders, footstools, scaffolding and related products
— INOHA member
— with one factory in France and 24 employees
— 85 per cent of the products in its range are manufactured in France
— whose products comply with the applicable standards: Decree 96333, Standard EN14183, Standard EN131, Standard EN131-4, Standard EN131-6, Standard NFE85200, Standard EN1004, Decree 2004-924
— ISO 9001-certified, with some of its products labelled GS
— with the unique identifier FR000245_01QQEP under the Extended Producer Responsibility (EPR) frame
— with the unique Ecomaison identifier FR000245_14IXVP
1. Scope
ARTUB (hereinafter the 'Company') is a business:
— organised as a public limited company with a share capital of 2,000,000 euros, with its registered office at Usine de la Gare, Crémieu (38460), and registered with the Vienne Trade and Companies Register under number 643 620 297
— whose activities comprise the manufacture and sale of metal products, in particular step ladders, footstools, scaffolding and related products
— INOHA member
— with one factory in France and 24 employees
— 85 per cent of the products in its range are manufactured in France
— whose products comply with the applicable standards: Decree 96333, Standard EN14183, Standard EN131, Standard EN131-4, Standard EN131-6, Standard NFE85200, Standard EN1004, Decree 2004-924
— ISO 9001-certified, with some of its products labelled GS
— with the unique identifier FR000245_01QQEP under the Extended Producer Responsibility (EPR) frame
— with the unique Ecomaison identifier FR000245_14IXVP
1. Scope
1.1 These General Terms and Conditions of Sale (hereinafter the 'GTC') apply to all orders placed with the Company by its customers for the sale of ARTUB-branded products, own-brand products and any other brands of the Frénéhard et Michaux Group sold by ARTUB, and to all deliveries made to mainland France, Corsica, the Overseas Territories and internationally.
1.2 The Company shall publish its General Terms and Conditions annually as soon as possible, within a reasonable period before 1 December of the previous year.
The Terms and Conditions may be amended at any time by the Company, subject to 8 weeks' notice.
Where applicable, and in order to facilitate negotiations, the Client shall notify the Company of any reasoned reservations regarding these General Terms and Conditions that it wishes to put forward for negotiation, no later than 4 weeks after receiving the General Terms and Conditions.
Following each negotiation meeting and/or upon formalisation of the annual written agreement, the Company may draw up a detailed report to be sent to the Client, setting out the agreed criteria and conditions, the points of agreement and/or any outstanding issues.
For each tariff advantage granted by the Company, the following details shall be specified in particular: the nature of the benefit granted, the rate of that benefit, the basis for calculating that benefit, the criteria for granting that benefit, and the date on which that benefit becomes payable — it being understood that no special conditions may be granted unless an express and equivalent consideration is provided for and formally accepted by the Company.
1.3 The application of any additional or conflicting terms and conditions (including, in particular, those contained in the Customer's contracts and/or terms and conditions of purchase) shall be subject to the Company's express, prior and written consent.
In the event that no agreement has been reached by 1 March, the Company and the Client undertake to use their best endeavours either to draw up a written agreement as soon as possible (which shall apply retroactively from 1 March at the latest), or to agree on the terms for the permanent termination of their commercial relationship, subject to a reasonable period of notice in accordance with the terms of the most recent agreement in force. Consequently, there must be no disruption to the flow of trade, even if only temporary.
1.4 Should either party decide to terminate the current commercial relationship, notice shall be given for a period that is reasonable in view of the nature and history of the commercial relationship and in accordance with the 2014 Code of Conduct agreed between FMB and UNIBAL (formerly INOHA).
2. Price
2.1 Products are invoiced in accordance with the applicable price list or, where applicable, the negotiated price scale, in force at the time the catalogue items are confirmed, and are exclusive of tax. Prices include taxes and other fiscal charges applicable on the date of invoicing.
2.2 Deliveries on a DDP (Delivered Duty Paid) basis directly to a store in mainland France (excluding Corsica) are subject to a minimum order value of 915 euros excluding VAT. For any order below this free-delivery threshold, the Customer shall pay a flat-rate contribution towards transport costs of 80 euros excluding VAT. For any order totalling less than 2,000 euros (excluding VAT) and comprising 'oversized' products (longer than 3 metres), the Customer shall pay 150 euros (excluding VAT) as a flat-rate contribution towards transport costs. Any order for tips or parcels will be charged at 13 euros excluding VAT.
2.3 DDP deliveries to warehouse in mainland France (excluding Corsica) are subject to a minimum order value of 24,000 euros excluding VAT, applicable only to orders to be delivered to a single location on the same date. Failing this, the delivery charges will be borne by the Customer.
2.4 Deliveries to Corsica, to islands close to the mainland (Yeu, Noirmoutier, etc.), to the DROM-COM regions and to Andorra are made on a free carrier (FCA) basis only. Otherwise, the crossing charges will be borne by the Customer.
2.5 Other delivery destinations will be considered on a case-by-case basis.
2.6 The Company reserves the right to adjust its rates at any time during the year. The new tariff shall be communicated to the Customer as soon as possible and shall take effect four weeks after it has been communicated, unless exceptional market conditions warrant its earlier implementation.
3. Orders
3.1 Orders must be sent to the Company's head office by email, EDI, fax or post. The standard delivery time is 10 working days from the date the order is received, except for specific products identified in the price list.
3.2 Minimum order
150 euros (excluding VAT) for DDP 'Direct to Store' deliveries in mainland France (excluding Corsica); 12,000 euros (excluding VAT) for DDP 'Direct to Warehouse' deliveries in mainland France (excluding Corsica); except for accessories and consumables, for which there is no minimum order and a flat-rate delivery charge of 13 euros (excluding VAT) applies.
3.3 Orders are binding and final as soon as the Company has sent the Customer written confirmation of the order. Any changes or cancellations must be made within 24 hours of confirmation and must be approved by the Company.
3.4 The Company reserves the right to refuse or limit any order that is of an unusual nature (quantities exceeding 15 per cent of the reference month's figure), in the event of exceptional circumstances (shortages, production or transport incidents) or specific requests (specific formats), without incurring any penalty.
3.5 Any specific costs incurred by the Company in response to a request for custom manufacturing or 'special edition' products shall be borne by the Customer.
4. Deliveries
4.1 The Company declines any request for consignment sales at the Customer's premises. The choice of delivery method is subject to the Company's prior and express consent.
4.2 Deliveries are made by leaving the goods on the ground floor of the agreed delivery address.
4.3 The standard delivery time is 10 working days from the date the order is received, except for specific products, for which a delivery time will be specified.
4.4 A delivery time may be agreed, with a minimum tolerance of 2 hours; no penalty shall be imposed within this tolerance.
4.5 No penalty will be imposed if the consignment note is not time-stamped on entry to the Customer's premises.
4.6 Should the Customer refuse a delivery made in accordance with the agreed appointment, the costs of redelivery will be charged to the Customer.
4.7 For all deliveries, please refer to the Logistics Instructions and Transport Reservations in the 'Receipt of Deliveries' procedure below.
Logistics instruction — ARTUB transport reserves: Receipt of deliveries
What you need to do when you receive parcels:
— Open the parcel in the presence of the delivery driver and check the condition of the items.
— If the guarantee label is damaged or missing, note any reservations on the signed form, referring to the table below.
— For reservations to be admissible, they must be in writing, specific and complete. They must relate solely to the goods.
— Please notify us of the refusal within 3 working days of delivery.
Reminder:
— The phrase 'subject to unpacking' is not admissible.
— Reservations must not refer to the packaging or the support of the products (pallet wrapped in film, damaged parcel, crushed box, broken pallet, etc.).
— Only complaints relating to the product will be accepted (please state the reference, quantity and reason – 'broken' or 'missing' – for the items in question).
— Accepting delivery without reservation or with invalid reservations gives rise to a presumption that the consignee has accepted the goods as delivered.
— If the driver is unable to be present at the time of the handover inspection: state in the reservations that the driver was not present, then submit the reservations within 48 hours in accordance with the instructions below.
Inadmissible submissions
Subject to unpacking and inspection.
Missing parts, missing parcels, torn adhesive tape, missing or cut guarantee label.
Product damaged, out of order, shattered, cracked, scratched, showing signs of impact, dropped, worn… Condition of packaging: packaging (torn, with holes…), pallet (broken, dented…).
Admissible claims
X items of product reference Y are missing (the product reference is indicated on the label or box) and please then specify the condition of the adhesive tape or guarantee strip.
X items of product reference Y are broken (please provide further details if necessary, but the term 'broken' must be included).
Any reservation that is not formalised in accordance with the regulation will therefore not be admissible.
5. Claims – Penalties – Logistic returns
5.1 For any claims, please refer to the Logistics Instructions and Transport Reserves set out above.
5.2 Products may only be returned with the Company's express prior consent; it is hereby made clear that the Company will only bear the cost of return postage in the event of a proven breach on its part.
5.3 Should the Company and the Client agree on a service level, the definition and assessment of that service level must comply with the CEPC's recommendations (Recommendation 19-1). The Company considers that a service level target of 95 per cent in terms of both timeliness and quantity is in line with the CEPC's recommendations and applicable to its market. This target is assessed on a monthly basis and calculated at national level.
5.4 In accordance with the CEPC (Recommendation 19-1), before any penalty is imposed, the Customer must provide the Company with: the order number for each delivery point concerned, the delivery date, the products concerned (GTIN codes, descriptions), the quantities concerned, and a precise and detailed account of the delivery incident. The Company and the Client must ensure that they engage in a two-way discussion, taking into account all relevant circumstances.
Any request for a penalty must be sent to [email protected] within one month of the event giving rise to the penalty. The Company reserves the straight to contest any penalty within one month of being notified of it. The Company and the Client shall ensure that they meet at least once a quarter to discuss any outstanding disputes.
5.5 The Company shall not be obliged to accept any penalty if the Customer has not provided any order forecasts, or has done so less than 4 months prior to the period under review, or in the event of orders that are significantly higher (at least 15 per cent) than the forecasts provided.
5.6 In accordance with Article L.442-1 of the Commercial Code, it is prohibited to impose penalties that are disproportionate to the non-performance of contractual obligations, or to refuse or return goods, or to automatically deduct the corresponding penalties or discounts from the invoice amount, where the debt is not certain, liquid and due, without the supplier having been able to verify the validity of the corresponding complaint. Any unauthorised deduction will be treated as a delay in payment.
5.7 In accordance with the Egalim 2 Act, only situations that have led to stock-outs in stores may justify the imposition of logistics penalties (analysed on a store-by-store basis, rather than at the overall chain level). The penalty may only be imposed on the undelivered purchase quantity. Any penalty issued that does not comply with these conditions will be automatically rejected by the Company.
5.8 Since the Descrozaille Act came into force (1 April 2024), Article L.441-17 of the Commercial Code has reinforced the regulations governing logistics penalties:
— A cap on logistics penalties at 2 per cent of the value of the products ordered within the relevant category (Scaffolding, Ladders, Step Ladders, Step Ladders, PIR/PIRL Platforms, Accessories, Others).
— No penalty may be imposed for a breach that occurred more than one year ago.
— The distributor is required to provide the Company with evidence of the breach and the loss suffered at the same time as the notice of the penalty is served.
— Distributors and suppliers must report annually to the DGCCRF the uprights of any logistics penalties claimed or imposed (Art. Article L.441-19 of the Commercial Code).
6. Payment
6.1 Invoices are payable within 45 days of the end of the month in which the invoice was issued. No discount is offered for early payment.
In the event of late payment, the Company may suspend or cancel all outstanding orders. Failure to pay or late payment will result in: all sums due becoming immediately payable; the application of interest on arrears calculated at an annual rate of 12 per cent; a fixed compensation payment for recovery costs of 40 euros per invoice; the right to suspend any outstanding orders; and the right to terminate the sale automatically by registered letter with acknowledgement of receipt.
Failure to pay a single invoice by its due date automatically renders the balance due on all other invoices payable immediately. Payments will be applied to the oldest debts first.
6.2 The Company shall not accept any set-off except in accordance with the provisions of Articles 1347 et seq. of the Civil Code (claims that are certain, liquid and due). Any debit note issued by the Customer must be accompanied by the relevant supporting documents; otherwise, it will be deemed unfounded. A penalty shall never be regarded as a certain claim in the absence of the Company's express agreement.
6.3 In the event of a deterioration in the Customer's creditworthiness, the Company reserves the right to require such guarantee as it deems appropriate; refusal to provide such guarantee shall entitle the Company to cancel all or part of the order.
7. Terms of Use – Guarantees
7.1 The Company's products are guaranteed against any manufacturing defects for the period specified on the packaging, in the catalogues and in the price lists in force on the date of the order.
7.2 The Company's liability is strictly limited to products where a defect has been duly established, except in cases of force majeure, improper use, negligence or storage. No claim by the Customer shall be admissible if the products are found to have been used in a manner that does not comply with the recommendations.
7.3 Wear parts (footpads / caps and tool tray / tablet / tool holder) on products manufactured in France may be replaced during the guarantee period.
8. Retention of title
The Company shall retain title to the goods sold until the purchase price, comprising the principal, charges and interest, has been paid in full. The Company reserves the straight to claim full ownership of any goods sold but not yet paid for from the Customer, without this affecting the Customer's obligations to bear the costs and insurance cover for the goods from the moment they are made available. Any advance payments made shall be retained by the Company as damages. Any Customer may resell the products in the ordinary course of their business, but will lose this right should they no longer be able to make the payments due.
9. Advertising – Personal data
9.1 The Customer may not refer to or make use of any trade marks, logos, documents, designs, studies, formulations, specification sheets or any other intellectual property rights belonging to the Company without the Company's express prior written authorisation.
9.2 Any communication relating to the Company's products or brands must be expressly approved by the Company in advance.
9.3 The Customer is solely responsible for the fastener and advertising the resale prices of the products in accordance with the regulation in force, in particular Article L.442-5 of the Commercial Code.
9.4 The Company undertakes to collect, process, use and transfer any personal data in accordance with the applicable provisions, in particular the General Data Protection Regulation.
10. Force majeure – Unforeseeable events – Exceptional circumstances
10.1 Events of force majeure shall exempt the Company from any liability and may, at its discretion, result in either an extension of the deadline for fulfilling the order or the cancellation of the order. In accordance with CEPC Recommendation 19-1, the following, amongst others, are considered to be cases of force majeure: fires, floods, water damage, mobilisation, war, inability to obtain supplies, acts of civil or military authorities, public unrest, stoppages or shortages in means of production or transport (strikes, blockades), material shortages, extreme weather events, health crises, supply disruptions, and interruptions to means of communication or telecommunications.
10.2 The Company reserves the right to request that the Client renegotiate the agreement if a change in unforeseeable circumstances renders its performance excessively onerous or impossible, in accordance with Article 1195 of the Civil Code.
10.3 These adjustments could relate to the product range, the section of innovation, the projected turnover or the provision of services. Failure to provide a service, for whatever reason, will result in the Company not paying any remuneration.
11. Applicable law – Competent court
These Terms and Conditions and any transactions arising therefrom are governed by French law. Any dispute shall fall within the exclusive jurisdiction of the Vienna Commercial Court, within whose jurisdiction the Company falls, even in the event of multiple defendants, third-party guarantees, third-party proceedings or summary proceedings, regardless of the provisions of the customer's general terms and conditions of purchase; it being understood that the parties shall first endeavour to resolve any dispute between them amicably.