GENERAL TERMS AND CONDITIONS OF SALE BTOB
to be read carefully
Article 1 - Content and Scope
Article 2 - Intellectual Property
Article 3 - Orders
3.1 - Definition
3.2 - Modification
Article 4 - Livraison
4.1 - Delivery Time
4.2 - Resolution
4.3 - Transfer of Ownership and Risk
4.4 - Transport
4.5 - Acceptance
4.6 - Suspension of Deliveries
4.7 - Delivery subject to cash payment
Article 5 - Order refusal
Article 6 - Price List - Schedule
6.1 - Price List
6.2 - Price
Article 7 - Payment
7.1 - Payment for a new buyer or export buyer
7.2 - Payment on credit
7.3 - Non-payment
7.4 - Down payment
7.5 - Late Payment Penalties and Collection Costs
Article 8 - Retention of Title
Article 9 - Warranty Against Hidden Defects
Article 10 - Force Majeure
Article 11 - Right of Withdrawal
Article 12 - Jurisdiction
Article 13 - Arbitration Clause
Article 14 - Waiver and Independence of Clauses
14.1. Waiver
14.2. Independence of Clauses
Article 15 - Applicable Law
Article 16 - Buyer's Acceptance
Article 1 - Content and scope
The general terms and conditions of sale described below detail the rights and obligations of Airborne Design, Sarl with a capital of 200,250 euros, 222 ZAC de Peyran 40800 Aire sur l'Adour RCS Mont de Marsan 528 684 517 and the buyer in the context of the sale by Airborne of its products.
Any order for products implies the buyer's unreserved acceptance of and full adherence to these general terms and conditions of sale, which prevail over any other document of the buyer, and in particular over any general terms and conditions of purchase, unless expressly agreed otherwise by Airborne.
These general terms and conditions of sale apply to all sales of Airborne products, unless otherwise specifically agreed in writing by both parties prior to the order. Consequently, placing an order implies the buyer's unreserved acceptance of these general terms and conditions of sale, unless specific conditions are agreed to in writing by Airborne with the buyer.
Any document other than these general terms and conditions of sale, including catalogues, prospectuses, advertisements, notices, has only informative and indicative value, not contractual.
These general terms and conditions of sale are communicated to any buyer who requests them, in order to enable them to place an order with Airborne, as well as to any distributor prior to the conclusion of a single agreement referred to in Article L. 441-1 of the Commercial Code.
Airborne reserves the right to deviate from certain clauses herein, depending on negotiations conducted with the buyer, by establishing specific sales conditions.
These general terms and conditions of sale are applicable until 31/12/2026.
Article 2 - Intellectual Property
All technical documents, products, photographs provided to the buyer remain the exclusive property of Airborne, the sole holder of intellectual property rights over these documents, and must be returned to them upon request.
The buyer agrees not to use these documents in any way that could infringe Airborne's industrial or intellectual property rights and agrees not to disclose them to any third party.
Article 3 - Orders
3.1 - Definition
A sale is only complete upon Airborne's express written acceptance of the buyer's order.
This order means any order for products listed in the price lists, accepted by Airborne, accompanied by payment of any deposit stipulated on the order form.
The order must be confirmed in writing, by means of a purchase order, duly signed by the buyer. Once received, it becomes irrevocable.
3.2 - Modification
Orders submitted to Airborne are irrevocable for the buyer, unless accepted in writing by Airborne.
Any request to modify the composition or volume of an order placed by a buyer will only be taken into account by Airborne if the request is made in writing, including fax or email, and is received by Airborne no later than 3 days after Airborne receives the initial order.
In the event of a modification to the order by the buyer, Airborne will be released from the agreed deadlines for its execution.
Article 4 - Deliveries
4.1 - Deadline
Delivery times vary depending on the products ordered, their level of customization, and their availability. An estimated delivery time will be provided to the buyer upon order confirmation. This timeframe begins upon receipt of the duly signed order form and the required deposit.
These delivery times are provided for guidance and information purposes only, and are subject to change depending on several factors beyond Airborne's control, such as the availability of raw materials, production capacity, logistics, transport times or the order in which orders are received.
Airborne undertakes to make its best efforts to meet the announced deadlines. However, any delays of less than 60 days shall not give rise to penalties, compensation, or cancellation of the order, unless expressly agreed otherwise in writing between the parties.
In the event of force majeure or exceptional events beyond its control (such as strikes, bad weather, fires, floods, epidemics, supply difficulties, etc.), Airborne is automatically released from any liability regarding compliance with delivery deadlines.
4.2 - Resolution
In the event of a delay exceeding 60 days from the initially indicated date, and if this delay is not attributable to a case of force majeure or to a fault of the buyer, the cancellation of the sale may be requested by the buyer who will then recover the deposit paid by him to Airborne.
4.3 - Transfer of ownership and risks
Ownership of the products remains with Airborne until full payment of the price by the buyer, in accordance with Article 9 below. However, the risk of loss or damage passes to the buyer upon delivery. Consequently, if payment is made after delivery, the buyer undertakes to insure the products, at their own expense, with the insurance policy in favor of Airborne.
4.4 - Transport
In the event of damage to or missing items of delivered goods, it is the customer's responsibility to make all necessary reservations with the carrier. Any product for which no reservations have been made by registered letter with acknowledgment of receipt within three (3) days of its receipt from the carrier, in accordance with Article L. 133-3 of the French Commercial Code, a copy of which must be sent simultaneously to Airborne, will be considered accepted by the buyer.
4.5 - Reception
Without prejudice to the measures to be taken by the buyer vis-à-vis the carrier as described above, in the event of apparent defects or missing items, any claim of any kind relating to the delivered products will only be accepted by Airborne if it is made in writing, by registered letter with acknowledgement of receipt, within the period of three (3) days provided above.
It is the buyer's responsibility to provide all justifications regarding the existence of the defects or missing items found.
No return of goods may be made by the buyer without the prior express written consent of Airborne, obtained in particular by fax or email.
Return shipping costs will only be borne by Airborne if an apparent defect, or missing items, is actually found by them or their agent.
Only the carrier chosen by Airborne is authorized to carry out the return of the products in question.
When, after inspection, an apparent defect or a shortage is indeed found by Airborne or its agent, the buyer may only ask Airborne to replace the non-conforming items and/or provide the missing items at Airborne's expense, without Airborne being able to claim any compensation or to cancel the order.
The unconditional acceptance of the products ordered by the buyer covers any apparent defects and/or missing items.
Any reservation must be confirmed under the conditions set out above.
The claim made by the buyer under the conditions and in accordance with the procedures described in this article does not suspend payment by the buyer for the goods concerned.
Furthermore, any return or exchange request for a reason other than an apparent defect or missing item (such as a change of mind, ordering error, personal preference, technical incompatibility not attributable to Airborne, etc.) will only be accepted in exceptional circumstances and remains at Airborne's sole discretion, without the latter being required to justify its decision. No credit, exchange, or refund will be issued in such cases.
Airborne cannot be held liable under any circumstances for any damage, loss, theft or damage occurring during transport, even if the carrier was selected by Airborne.
Airborne cannot be held liable under any circumstances for incidents occurring during transport, including destruction, damage, loss or theft, even if it chose the carrier.
4.6 - Suspension of deliveries
In the event of non-payment in full of an invoice by its due date, after a formal notice has remained unheeded for 48 hours, Airborne reserves the right to suspend all current and/or future deliveries.
4.7 - Delivery subject to cash payment
All orders that Airborne agrees to fulfill are subject to the condition that the buyer provides sufficient financial guarantees and will effectively pay the amounts due on their due dates, in accordance with the law. Therefore, if Airborne has serious or specific reasons to fear payment difficulties on the part of the buyer at the time of the order, or subsequently, or if the buyer does not provide the same guarantees as at the time the order was accepted, Airborne may make acceptance of the order or its continued execution conditional upon payment in advance or the provision of guarantees by the buyer in favor of Airborne.
Airborne also reserves the right, both before accepting any order and during its execution, to request that the buyer provide its accounting documents, including profit and loss statements, even projected ones, to assess its creditworthiness. If the buyer refuses to pay cash without offering sufficient guarantees, Airborne may refuse to fulfill the order(s) and deliver the goods in question, without the buyer being able to claim unjustified refusal to sell or any compensation.
Article 5 - Order Refusal
In the event that a buyer places an order with Airborne without having paid for the previous order(s), Airborne may refuse to fulfill the order and deliver the goods in question, without the buyer being entitled to any compensation whatsoever.
Article 6 - Tariff - Price - Schedule
6.1 - Price
The current price may be revised at any time, after prior notification of the buyer.
Any price change will automatically apply from the date indicated on the new price list.
6.2 - Price
Prices are fixed according to the price list in effect on the day the order is placed. They are always exclusive of taxes, for unpackaged products, collected in stores.
Our prices are quoted carriage paid, unless otherwise expressly agreed with the buyer.
The fact that the shipment is made "free of charge", or that Airborne or a commission agent has carried out the shipment of the order on behalf of the buyer, does not in any way modify the above rules and the effects attached to the date of the goods being made available in our stores.
They are calculated net, without discount, and payable according to the terms below.
For prices specified by quantity, any order for a smaller quantity will result in a change to the price shown.
The delivery times indicated in an order are accepted by Airborne and are binding on it only under the following conditions: compliance by the buyer with the payment terms and deposit payments, timely provision of technical specifications, no delays in studies or preparatory work, no cases of force majeure, social, political, economic or technical events hindering the operation of our factories or their supply of components, energy or raw materials.
Unless otherwise agreed, packaging is determined and prepared by Airborne. It is charged in addition to the prices indicated and is non-returnable.
Article 7 - Payment
7.1 - Payment for a new buyer or an export buyer
For first-time orders or for all export buyers, payment is due in full, in cash, before delivery, or for all orders specifically made to order for the buyer. Only the actual receipt of drafts or promissory notes will be considered as constituting full payment within the meaning of these general terms and conditions of sale.
7.2 - Payment at a later date
For existing customers, payment is due in full in a single installment within 30 days of delivery. This payment period, calculated as follows: 30 days after actual delivery, by bank transfer or 30-day LCR (Letter of Credit), will be indicated on the invoice sent to the customer. A 50% deposit may be required if the order necessitates custom production specifically for the customer (for made-to-measure collections: Assise, Bis, Miss Trèfle, Impalas, AA, BB, and AO special editions).
7.3 - Non-payment
Any amount including VAT not paid by the due date will incur penalties payable by the customer, calculated at three times the legal interest rate. These penalties are automatically due and will be debited from the customer's account.
Airborne reserves the right to take legal action to stop this non-performance, with a daily penalty for each day of delay.
Finally, Airborne also reserves the right to cancel the delivery of orders in the event of non-payment.
7.4 - Deposit
Any order for products specially manufactured for a buyer, as defined below, (countermark: Assise collection, Bis, Miss Trèfle, Impalas, AA, BB, AO special editions), requires payment of a 50% deposit, regardless of the buyer.
The balance of the price is payable in cash on the day of delivery.
Any order cancellation accepted by the buyer will not result in any refund of the deposit due, if the cancellation request is made after a period of 3 working days following acceptance of the order.
7.5 – Late Payment Penalties and Collection Costs
In the event of total or partial delay in payment of the sums due by the buyer on the agreed due date, Airborne may, by right and without prior formality, apply late payment penalties calculated on the basis of a rate equal to three times the prevailing legal interest rate.
These penalties will be due without the need for a reminder and will run automatically from the day following the due date mentioned on the invoice until full payment of the amounts due.
Furthermore, in accordance with Article D.441-5 of the French Commercial Code, a fixed compensation fee of €40 for recovery costs will be payable by the buyer for each invoice paid late. When the actual recovery costs exceed this amount, Airborne reserves the right to claim additional compensation upon presentation of supporting documentation.
Article 8 - Retention of Title
Ownership of the goods remains with the seller until full payment of the purchase price by the buyer, including principal and any additional charges, even if payment terms have been granted. Any conflicting clause, particularly one included in the buyer's general terms and conditions of purchase, is deemed null and void, in accordance with Article L. 624-16 of the French Commercial Code.
By express agreement, Airborne may exercise the rights it holds under this retention of title clause, for any of its claims, against all of its products in the buyer's possession, the latter being conventionally presumed to be those unpaid, and Airborne may take them back or claim them as compensation for all its unpaid invoices, without prejudice to its right to terminate current sales.
Airborne may also demand, in the event of non-payment of an invoice by its due date, the cancellation of the sale after sending a simple formal notice. Similarly, Airborne may unilaterally, after sending a formal notice, draw up or have drawn up an inventory of its products in the buyer's possession, who hereby agrees to grant free access to its warehouses, stores, or other premises for this purpose, ensuring that product identification remains possible at all times.
In the event of the commencement of insolvency proceedings or liquidation of assets, current orders will be automatically cancelled, and Airborne reserves the right to reclaim goods in stock.
This clause does not prevent the risks of the goods from being transferred to the buyer upon delivery to him.
Upon delivery, the buyer becomes the bailee and custodian of the goods. In the event of non-payment, and unless the buyer prefers to demand full performance of the sale, Airborne reserves the right to cancel the sale after formal notice and to reclaim the delivered goods. Return shipping costs will be borne by the buyer, and any payments already made will be retained by Airborne as a penalty clause.
Article 9 - Warranty against hidden defects
In accordance with Article 1641 et seq. of the French Civil Code, the buyer also benefits from the legal guarantee against hidden defects on products sold on the website www.airborne.fr. Four (4) conditions must be met for the buyer to benefit from this guarantee:
- The defect or flaw affecting the purchased product must be serious
- The defect or flaw must be hidden
- The defect or flaw existed before the purchase, even if it only became apparent later.
- It must not be the result of misuse of the product.
Finally, to benefit from the warranty, the buyer must act as soon as possible and at the latest within two (2) years from the day the defect was discovered. If all four (4) conditions are met, the buyer may request, to the exclusion of any other compensation or damages: either a replacement of the product or a refund of the product price, including shipping costs.
Article 10 - Force majeure
Events beyond the control of the parties, which they could not reasonably have been expected to foresee, and which they could not reasonably avoid or overcome, are considered force majeure or fortuitous events, insofar as their occurrence makes the performance of obligations totally impossible.
The following are considered to be cases of force majeure or fortuitous events which release Airborne from its obligation to deliver within the initially planned timeframe: strikes by all or part of Airborne's staff or its usual carriers, fire, flood, war, production stoppages due to unforeseen breakdowns, impossibility of obtaining raw materials, epidemics, thawing barriers, road blockades, strikes or disruptions in EDF-GDF supply, or disruptions in supply for a cause not attributable to Airborne.
In such circumstances, Airborne will notify the buyer in writing, including by fax or email, within 24 hours of the date of the event, the contract between Airborne and the buyer being then automatically suspended without compensation, from the date of the event.
If the event were to last more than thirty (30) days from the date of its occurrence, the sales contract concluded by Airborne and the buyer may be terminated by the most diligent party, without either party being able to claim damages.
This termination will take effect on the date of first presentation of the registered letter with acknowledgment of receipt denouncing the said sales contract.
Article 11 - Right of withdrawal
Since the buyer is a professional purchasing within the framework and for the needs of his profession, there is no need to apply the right of withdrawal provided for by the consumer code.
Article 12 - Jurisdiction
Airborne has chosen as its registered address 222 ZAC de Peyran 40800 Aire sur l'Adour
Any dispute concerning the application, interpretation, execution, and sales contracts concluded by Airborne, or the payment of the price, shall be brought before the Commercial Court of Bordeaux, regardless of the place of order, delivery, and payment, the method of payment, and even in the event of a third-party claim or multiple defendants.
Bills of exchange do not constitute a novation or a derogation from this jurisdiction clause.
The allocation of jurisdiction is general and applies whether it is a principal claim, an incidental claim, an action on the merits or an interim application.
Furthermore, in the event of legal action or any other debt recovery action by Airborne, the costs of summons, court fees, as well as lawyer and bailiff fees, and all related costs will be borne by the defaulting buyer, as well as the costs related to or arising from the customer's failure to comply with the payment or delivery conditions of the order in question.
Article 13 - Arbitration Clause
The parties agree that, in the event of difficulties in the performance of the contract and prior to any legal proceedings, they will seek an amicable settlement of their dispute.
In this respect, the party wishing to initiate this amicable procedure must notify the other party by registered letter with acknowledgment of receipt, specifying the difficulties encountered in application or the shortcomings observed. This letter serves as a formal notice to remedy the observed shortcomings and outlines the proposed amicable settlement.
The other party will then have 15 calendar days to make known its interpretation of events, its own amicable proposal for settling the dispute or its refusal of an amicable settlement.
The party that initiated the amicable settlement will then have 15 calendar days to give its response.
However, if within thirty (30) calendar days following this response, the parties have not reached an amicable agreement, each of them will regain its full freedom of action and its right to take legal action.
Article 14 – Waiver and independence of clauses
14.1. Waiver
Airborne's failure to invoke any of the clauses herein at any given time shall not constitute a waiver of its right to invoke such clauses at a later date.
14.2. Independence of clauses
If any clause of this contract is declared null and void or unenforceable, the other clauses shall continue to produce all their effects, provided that the overall economy of the contract can be preserved.
Article 15 - Applicable Law
Any question relating to these general terms and conditions of sale and the sales they govern, which is not addressed by these contractual stipulations, shall be governed by French law to the exclusion of any other law.
Article 16 - Buyer's Acceptance
These general terms and conditions of sale, as well as the attached rates and schedules concerning discounts, rebates and refunds, are expressly agreed to and accepted by the buyer, who declares and acknowledges having full knowledge thereof, and therefore waives the right to rely on any contradictory document and, in particular, its own general terms and conditions of purchase.
Airborne is registered with the French Agency for Ecological Transition (ADEME) in the national register of producers and distributors of furniture. This registration complies with regulations concerning the management of waste furniture, as per Article R. 543-254 of the French Environmental Code and the decree of August 5, 2013. Its unique identifier is FR016871_10ROZZ.
These terms and conditions are also available on our website: www.airborne.fr