General Terms and Conditions

ARTICLE 1. PURPOSE

The BURONOMIC company specializes in the design, manufacture and sale of office furniture items (hereinafter referred to as the “Products”). The purpose of these General Conditions of Sale (hereinafter referred to as “CGV”) is to define the rights and obligations of BURONOMIC and its professional customers, whether they are distributors or users (hereinafter referred to as the “Customer”), in the context of purchases of Products made by them. By ordering Products from BURONOMIC, including via an independent electronic marketplace (such as “Maison&objet”) , the Customer expressly and unreservedly accepts these General Terms and Conditions. The provisions of these General Terms and Conditions cannot be modified by contrary stipulations, in particular in the Customer's General Conditions of Purchase or any other document, without the express written agreement of the parties.

ARTICLE 2. PRODUCT OFFER

2.1: Compliance of Product offers: The Products offered for sale by BURONOMIC comply with current French legislation and the standards applicable in France. BURONOMIC strives to present to the Customer in its catalogue the essential characteristics of its standard Products and to display the photographs, texts, graphics and information concerning them as faithfully as possible. In the event of modification of these said characteristics by BURONOMIC and/or its suppliers, BURONOMIC undertakes to rectify this information as soon as possible.

2.2: Prices:

Regarding standard Products, our public prices and our General Terms and Conditions appear in our catalogue published each year and are deemed to be firm from January 1 ^to April 30 of its year of publication. The latest version in force of our General Terms and Conditions can also be consulted online on our website at the following URL address https://buronomic.com/page/accueil. BURONOMIC reserves the right to modify its General Terms and Conditions and/or public prices at any time, subject to a one-month notice period. It is up to the Customer to inquire about possible modifications before any order. The General Terms and Conditions and prices applicable to the Products ordered will be those in force on the date the order is placed by the Customer.

With regard to specific markets and/or projects or those involving personalized or tailor-made manufacturing for the Client, buronomic provides the Client with a detailed quote. The specific pricing conditions are only valid for the Client who has requested a specific market and/or project. The prices offered within the framework of a specific market and/or project are only applicable during the period indicated on the quote. However, in the event of an unforeseen external event or one having a serious impact on the execution of a contract and/or specific project concerned or on its economic balance (change in exchange rates, inflation, or for any cause real and serious), buronomic will be authorized to reevaluate the prices offered.

Our prices and rates are ex-works (“EXW”, with reference to Incoterms 2020), excluding VAT, Ecocontribution and CODIFAB Tax, but include packaging costs. Our prices and rates are subject to French VAT. Any change in the legal rate of this VAT will be implicitly reflected in the prices and rates of the Products, on the date stipulated by the relevant implementing decree.

ARTICLE 3. ORDER

Orders can be placed by email or EDI. They can also be placed through independent electronic marketplaces (such as “Maison&objet”) on which BURONOMIC offers its Products for sale. Orders are processed within the limits of Product availability. The sales contract is only finalized after express acceptance of the Customer's order by BURONOMIC, manifested by the issuance of an acknowledgment of receipt of the order by email or EDI. Without a written response from BURONOMIC within 3 (three) working days following the date of receipt of the Customer's order, the latter will be deemed refused by BURONOMIC. After acceptance by BURONOMIC, no cancellation or modification of an order can be accepted. BURONOMIC reserves the right to refuse, reduce, or split any order presenting an abnormal nature in terms of quantities either to limit the outstanding amount, or when it comes from a Customer who owes an unpaid invoice. In any case, BURONOMIC reserves the right to refuse an order in the event of the Customer's insolvency, a previous payment incident or a request made in bad faith. When BURONOMIC is required to issue a quote at the specific request of the Customer, this constitutes an offer whose validity period is limited to 30 days, unless otherwise stated in said quote.

ARTICLE 4. DELIVERY

4.1: Delivery conditions: Delivery times and availability of Products are communicated for information purposes only. BURONOMIC reserves the right to deliver certain orders in several shipments, at no additional cost to the Customer. Exceeding delivery times cannot give rise to damages, withholding, refusal of Product, or cancellation of orders in progress. Furthermore, delivery within the communicated deadlines can only occur if the Customer is up to date with its obligations towards BURONOMIC.

4.2. Delivery times: Subject to availability of the Products, their standard delivery times to the carrier are 10 (ten) working days maximum following conclusion of the sales contract, under the conditions set out in article 3 hereof. Any delay in availability compared to the deadline indicated above will not constitute a contractual breach on the part of BURONOMIC, which excludes any possibility of cancellation of the sale, refusal of delivery or claim for damages. to BURONOMIC on the part of the Customer.

For mainland France, deliveries are generally made by the carrier within a maximum period of 10 working days from the final conclusion of the sales contract. For any delivery outside mainland France, delivery times will be defined specifically, by mutual agreement between the parties.

4.3: Delivery – reception terms: When the carrier of the Products is mandated by BURONOMIC , it is up to the Customer in the event of damage, missing items, apparent defects and/or non-conformity, to make any necessary findings and in particular:

-Notification of precise reservations on the carrier's delivery slip. In this regard, it is agreed that the statement “subject to unpacking” not expressly mentioning the anomaly noted, cannot be interpreted as a handwritten reservation.

-Confirmation of these reservations to the carrier by registered letter with acknowledgment of receipt within 3 (three) days following delivery, the date appearing on the transport voucher being authentic, in accordance with article L133-3 of the Commercial Code.

-Confirmation of these reservations in writing to BURONOMIC customer service, by e-mail (to the address of your ADV correspondent or to the following address: adv@buronomic.com) within 48 hours following receipt of the products, by attaching to your submission a photograph highlighting the non-compliance. BURONOMIC will then proceed at its own expense to remove the non-compliant Products, the Customer agreeing to return them in their original packaging, ensuring that the traceability elements of said Products have been preserved (labeling and BURONOMIC barcode). BURONOMIC will then, at its own expense, ship any missing Products, repair the Product or ship a new equivalent Product, if repair of the faulty Product proves impossible.

Any complaint not made in accordance with the rules defined above and within the time limits cannot be taken into account and will release BURONOMIC from any liability towards the Customer.

The Customer is prohibited from using a complaint as a reason to defer payment in whole or in part.

4.4 Unloading: When the carrier of the Products is mandated by BURONOMIC, the provision of personnel for the unloading operations of the Products remains the responsibility of the Customer. buronomic reserves the right to charge the costs of removal and disposal of rejected materials, as well as the cost of unreturned pallets.

4.5: Re-delivery and postponement of delivery: If on the delivery date planned with the carrier and the Customer, it turns out that the latter cannot receive the goods, whatever the reason, buronomic reserves the right to re-invoice redelivery costs for each new presentation. buronomic also reserves the right to re-invoice to the Customer the storage and warehousing costs incurred by a postponement of delivery requested by the Customer or incurred because of the latter.

ARTICLE 5. GUARANTEES AND LIABILITY

5.1: Legal guarantee against hidden defects: In accordance with the requirements of article 1641 of the Civil Code, BURONOMIC guarantees the Customer against hidden defects that its Products may contain. The legal guarantee for hidden defects is expressly excluded in the event that the Product is used, handled, or stored by the Customer in abnormal conditions, unsuitable or incompatible with its destination, or in the event that the failure finds its origin, even partially, in faulty or negligent behavior of the Client or a third party.

5.2. Liability: BURONOMIC is responsible for direct material damage that may be caused to the Customer as a result of wrongful behavior attributable to BURONOMIC, to the exclusion of any immaterial and/or indirect damage. Material damage caused by BURONOMIC may be compensated within the express limit of the total amount of the price excluding tax invoiced for the Products concerned. The restrictive clause mentioned above does not apply in the event of gross or intentional misconduct or when it would contradict the scope of the essential obligation undertaken.

ARTICLE 6. OCCURENCE OF AN EVENT OF FORCE MAJEURE

In the event of the occurrence of a case of force majeure preventing the execution of its obligations by BURONOMIC, the sales contract will be immediately suspended, from the notification sent by BURONOMIC to the Customer, by e-mail or by letter recommended AR. BURONOMIC will inform the Customer of the cessation of the event preventing the execution of the contract, by e-mail or by registered letter AR, and the sales contract will resume immediately on the date of this notification. If such an event were to continue beyond one month after the date of notification, the sales contract may be terminated at the initiative of the most diligent party, by registered letter AR, without any penalty or compensation of any kind whatsoever due to either Party. The sums that BURONOMIC would have received before the termination of the sales contract will then be reimbursed to the Customer. By force majeure we mean any event making it either impossible or manifestly more difficult to fulfill an obligation due to the unforeseeable, irresistible or external nature of this event, these three criteria being alternative, such as fires, floods, paralysis road or other transport routes, disruptions in energy supplies, blockages of telecommunications and computer networks, etc. as well as any other event considered by law or jurisprudence as a case of force majeure.

ARTICLE 7. PAYMENT TERMS

Unless specifically agreed with the Customer, BURONOMIC invoices must be paid in advance, when ordering. In the event of a specific agreement with a Client for the granting of payment terms, no discount will be applied for early payment. In the event of late payment, BURONOMIC may suspend all orders in progress, without prejudice to any other course of action. In accordance with article L.441-10 of the Commercial Code, any late payment may give rise, without prior notice being necessary, to the application by BURONOMIC of late payment penalties whose rate is equal to that practiced by the ECB for its most recent refinancing operation, increased by 10 percentage points, in addition to the application of a fixed compensation for recovery costs, the amount of which is 40 euros (Article D.441-5 of the Code of Commerce). When the recovery costs incurred are greater than the amount of this fixed compensation, BURONOMIC may request additional compensation with supporting documentation. Any deterioration in the Customer's credit may justify the suspension of orders in progress, the requirement for guarantees or payment in cash or by payment document, before execution of orders received, as well as the suspension or forfeiture of credit facilities including he benefited.

ARTICLE 8. PENALTIES AND COMPENSATION

BURONOMIC reminds that any compensation and arbitrary deduction of penalties are punishable by article L 441-17 of the Commercial Code. No issuance of debit notes, invoicing of penalties or deduction of penalties or discounts of any kind whatsoever by compensation may be carried out by the Client without the express prior written agreement of BURONOMIC.

ARTICLE 9. RESERVATION OF OWNERSHIP AND IMMEDIATE TRANSFER OF RISKS

The Products remain the property of BURONOMIC until full payment by the Customer of the invoiced price. In this regard, the delivery or acceptance of any negotiable instrument does not constitute a payment within the meaning of this provision. However, the Customer assumes all risks of loss and deterioration of the Products upon delivery by BURONOMIC. Goods in stock with the Customer are presumed to be those unpaid. The Customer undertakes to insure at their full replacement value, for the benefit of buronomic, the Products located on its premises as long as their ownership is not transferred to the Customer, and will present to buronomic upon request proof of such insurance . The Customer authorizes BURONOMIC to enter (subject to reasonable notice) its premises in order to remove any Products belonging to it, authorization to this effect cannot be reasonably refused by the Customer.

ARTICLE 10. TERMINATION

Any serious breach by one of the parties of any of its essential contractual obligations will authorize the other party to terminate the contract automatically, without legal intervention, one month after formal notice sent to the defaulting party by registered letter. with acknowledgment of receipt, not followed by execution, without prejudice to any damages that the non-defaulting party could claim from the defaulting party due to non-compliance with its contractual obligations.

ARTICLE 11. APPLICABLE LAW AND JURISDICTION

This contract is subject to French law. Any dispute relating to the conclusion, execution, interpretation and/or termination of this contract will fall under the exclusive jurisdiction of the head office of BURONOMIC, whether in summary proceedings, whether there is a warranty claim or plurality of claims. defendants.