General Terms and Conditions
ARTICLE 1. PURPOSE
BURONOMIC specializes in the design, manufacture, and sale of office furniture (hereinafter referred to as the "Products"). These General Terms and Conditions of Sale (hereinafter referred to as the "GTC") define the rights and obligations of BURONOMIC and its professional clients, whether distributors or end users (hereinafter referred to as the "Client"), with respect to Product purchases. By ordering Products from BURONOMIC, including through an independent online marketplace (such as "Maison&objet") , the Client expressly and unreservedly accepts these GTC. The provisions of these GTC may not be modified by any conflicting stipulations, including in the Client's General Terms and Conditions of Purchase or any other document, without the express written agreement of both parties.
ARTICLE 2. PRODUCT OFFER
2.1: Product Offering Compliance: The Products offered for sale by BURONOMIC comply with current French legislation and applicable standards in France. BURONOMIC strives to present the essential characteristics of its standard Products to the Customer in its catalogs and to display the photographs, texts, graphics, and information concerning them as accurately as possible. In the event of any changes to these characteristics by BURONOMIC and/or its suppliers, BURONOMIC undertakes to correct this information as soon as possible.
2.2: Prices:
Regarding standard products, our list prices and general terms and conditions of sale (GTC) are listed in our catalog published annually and are considered binding from January 1st to April 30th of the year of publication. The latest version of our GTC is also available online on our website at the following URL: https://buronomic.com/page/accueil. BURONOMIC reserves the right to modify its GTC and/or list prices at any time, subject to a one-month notice period. It is the Customer's responsibility to inquire about any changes before placing any order. The GTC and prices applicable to the products ordered will be those in effect on the date the order is placed by the Customer.
For specific contracts and/or projects involving customized or bespoke manufacturing for the Client, buronomic will provide the Client with a detailed quote. Special pricing conditions are valid only for Clients who have requested a specific contract and/or project. Prices quoted for a specific contract and/or project are applicable only for the period indicated on the quote. However, in the event of unforeseen external circumstances or events that significantly impact the execution of a specific contract and/or project or its financial viability (e.g., exchange rate fluctuations, inflation, or any other genuine and serious cause), buronomic reserves the right to revise the quoted prices.
Our prices and rates are ex-works (“EXW”, as defined by Incoterms 2020), excluding VAT, eco-contribution, and CODIFAB tax, but include packaging costs. Our prices and rates are subject to French VAT. Any change in the legal VAT rate will be automatically 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 online marketplaces (such as "Maison&objet") where BURONOMIC offers its products for sale. Orders are processed subject to product availability. The sales contract is only valid after BURONOMIC expressly accepts the customer's order, as evidenced by an order acknowledgment sent by email or EDI. If BURONOMIC does not receive a written response within three (3) business days of receiving the customer's order, it will be considered refused by BURONOMIC. Once accepted by BURONOMIC, no order cancellations or modifications are permitted. BURONOMIC reserves the right to refuse, reduce, or split any order that is abnormally large, either to limit outstanding balances or when it originates from a customer with an unpaid invoice. In any event, BURONOMIC reserves the right to refuse an order in the event of the Client's insolvency, a previous payment default, or a request made in bad faith. When BURONOMIC issues a quote at the Client's specific request, this quote constitutes an offer valid for 30 days, unless otherwise stated in the quote.
ARTICLE 4. DELIVERY
4.1: Delivery Conditions: Delivery times and product availability are provided for informational purposes only. BURONOMIC reserves the right to deliver certain orders in multiple shipments, at no additional cost to the Customer. Delivery delays shall not give rise to damages, withholding of payment, refusal of the product, or cancellation of pending orders. Furthermore, delivery within the stated timeframe is contingent upon the Customer being up-to-date with all payments due to BURONOMIC.
4.2. Delivery Times: Subject to product availability, standard delivery times to the carrier are a maximum of 10 (ten) business days following conclusion of the sales contract, under the conditions set forth in Article 3 herein. Any delay in delivery beyond the aforementioned timeframe shall not constitute a breach of contract by BURONOMIC, thereby precluding any possibility of cancellation of the sale, refusal of delivery, or claim for damages against BURONOMIC by the Customer.
For deliveries within mainland France, the carrier typically makes deliveries within a maximum of 10 business days from the final conclusion of the sales contract. For deliveries outside mainland France, delivery times will be specifically defined by mutual agreement between the parties.
4.3: Delivery and Receipt Terms: When the carrier of the Products is appointed by BURONOMIC , it is the Client's responsibility, in the event of damage, shortage, apparent defect and/or non-conformity, to make all necessary observations, including:
- Notification of specific reservations on the carrier's delivery slip. It is agreed in this regard that the mention "subject to unpacking" not expressly mentioning the anomaly found, 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 note being proof, in accordance with article L133-3 of the Commercial Code.
-Confirmation of these reservations in writing to BURONOMIC's customer service department, by email (to your sales administration contact or to the following address: adv@buronomic.com) within 48 hours of receiving the products, attaching a photograph clearly showing the non-conformity. BURONOMIC will then arrange for the removal of the non-conforming products at its own expense. The customer agrees to return the products in their original packaging, ensuring that the traceability information for said products has been preserved (BURONOMIC labeling and barcode). BURONOMIC will then arrange, at its own expense, for the shipment of any missing products, the repair of the product, or the shipment of a new, equivalent product if repair of the defective product proves impossible.
Any claim not made in accordance with the rules defined above and within the specified time limits will not be taken into account and will release BURONOMIC from all liability towards the Client.
The Client is prohibited from using a complaint as a reason to delay payment in whole or in part.
4.4 Unloading: When the carrier of the Products is commissioned by BURONOMIC, the provision of personnel for unloading the Products remains the responsibility of the Customer. BURONOMIC reserves the right to charge for the removal and disposal of rejected materials, as well as the cost of pallets not returned.
4.5: Redelivery and Postponement of Delivery: If, on the delivery date agreed upon with the carrier and the Customer, the Customer is unable to receive the goods for any reason whatsoever, Buronomic reserves the right to charge a redelivery fee for each new delivery attempt. Buronomic also reserves the right to charge the Customer for storage and warehousing costs incurred due to a postponement of delivery requested by the Customer or caused by the Customer.
ARTICLE 5. GUARANTEES AND LIABILITY
5.1: Legal Guarantee Against Hidden Defects: In accordance with the provisions of Article 1641 of the French Civil Code, BURONOMIC guarantees the Customer against hidden defects that its Products may contain. The legal guarantee against hidden defects is expressly excluded if the Product is used, handled, or stored by the Customer under abnormal, unsuitable, or incompatible conditions, or if the defect originates, even partially, from the faulty or negligent conduct of the Customer or a third party.
5.2. Liability: BURONOMIC is liable for direct material damages caused to the Client as a result of wrongful conduct attributable to BURONOMIC, excluding any intangible and/or indirect damages. Material damages caused by BURONOMIC may be compensated only up to the express limit of the total price excluding taxes invoiced for the Products concerned. The limitation clause mentioned above does not apply in cases of gross negligence or willful misconduct, or where it would contradict the scope of the essential obligation undertaken.
ARTICLE 6. OCCURRENCE OF A CASE OF FORCE MAJEURE
In the event of force majeure preventing BURONOMIC from fulfilling its obligations, the sales contract will be immediately suspended upon notification by BURONOMIC to the Client, either by email or registered letter with acknowledgment of receipt. BURONOMIC will inform the Client of the cessation of the event preventing performance of the contract, by email or registered letter with acknowledgment of receipt, and the sales contract will resume immediately upon the date of this notification. If such an event continues for more than one month after the date of notification, the sales contract may be terminated by the most diligent party, by registered letter with acknowledgment of receipt, without any penalty or compensation of any kind being due to either party. Any sums received by BURONOMIC before the termination of the sales contract will then be refunded to the Client. Force majeure is defined as any event which makes the performance of an obligation either impossible or manifestly more difficult due to the unforeseeable, irresistible or external nature of that event, these three criteria being alternative, such as fires, floods, paralysis of road or other transport routes, disruptions in energy supply, blockages of telecommunications and computer networks, … as well as any other event considered by law or jurisprudence as a case of force majeure.
ARTICLE 7. PAYMENT TERMS
Unless otherwise agreed with the Client, BURONOMIC invoices must be paid in advance upon ordering. In the event of a specific agreement with a Client granting payment terms, no discount will be granted for early payment. In the event of late payment, BURONOMIC may suspend all pending orders, without prejudice to any other legal action. In accordance with Article L.441-10 of the French Commercial Code, any late payment may, without prior notice, result in BURONOMIC applying late payment penalties at a rate equal to that applied by the ECB for its most recent refinancing operation, plus 10 percentage points, in addition to a fixed compensation fee for recovery costs of €40 (Article D.441-5 of the French Commercial Code). When the recovery costs incurred exceed this fixed compensation fee, BURONOMIC may claim additional compensation upon presentation of supporting documentation. Any deterioration in the Client's creditworthiness may justify the suspension of current orders, the requirement of guarantees or payment in cash or by means of payment instrument, before execution of orders received, as well as the suspension or forfeiture of credit facilities from which he benefited.
ARTICLE 8. PENALTIES AND COMPENSATION
BURONOMIC reminds you that any arbitrary offsetting or deduction of penalties is subject to the provisions of Article L 441-17 of the French Commercial Code. No debit note, penalty invoice, penalty deduction, or discount of any kind may be issued by the Client without the express prior written consent of BURONOMIC.
ARTICLE 9. RETENTION OF TITLE AND IMMEDIATE TRANSFER OF RISK
The Products remain the property of BURONOMIC until full payment of the invoiced price by the Customer. For the purposes of this provision, the delivery or acceptance of any negotiable instrument does not constitute payment. Nevertheless, the Customer assumes all risks of loss and damage to the Products from the moment of delivery by BURONOMIC. Goods held in the Customer's inventory are presumed to be those for which payment is outstanding. The Customer undertakes to insure, for the benefit of BURONOMIC, the Products located on its premises at their full replacement value until ownership is transferred to the Customer, and shall provide BURONOMIC with proof of such insurance upon request. The Customer authorizes BURONOMIC to enter its premises (subject to reasonable notice) in order to remove any Products belonging to it, and the Customer may not reasonably refuse such authorization.
ARTICLE 10. TERMINATION
Any serious breach by one of the parties of any of its essential contractual obligations shall entitle the other party to terminate the contract automatically, without judicial intervention, one month after formal notice has been sent to the defaulting party by registered letter with acknowledgment of receipt, which has not been followed by execution, and this without prejudice to any damages that the non-defaulting party may claim from the defaulting party due to the non-compliance with its contractual obligations.
ARTICLE 11. APPLICABLE LAW AND JURISDICTION
This contract is governed by French law. Any dispute relating to the conclusion, performance, interpretation and/or termination of this contract shall fall under the exclusive jurisdiction of the registered office of BURONOMIC, whether in summary proceedings, third-party claims or multiple defendants.
N. B: For products labeled NF & OEC, buronomic makes available standard spare parts or parts fulfilling the same function in compliance with user safety for a minimum period of five years, from the date of placing on the market the last unit of the certified model.
