GENERAL TERMS AND CONDITIONS OF SALE (TRADE)

Article 1 – Content and scope
The general terms and conditions of sale set out below detail the rights and obligations of Airborne Design, a SARL with share capital of €200,250, 222 ZAC de Peyran, 40800 Aire sur l’Adour, France, RCS Mont de Marsan 528 684 517, and of the buyer in connection with the sale by Airborne of its products.
Any order for products implies the buyer’s unreserved acceptance of, and full and complete adherence to, these general terms and conditions of sale, which prevail over any other document of the buyer, in particular any general terms and conditions of purchase, unless Airborne expressly agrees otherwise.
These general terms and conditions of sale apply to all sales of Airborne products, unless a specific agreement has been made in writing between the parties prior to the order. Consequently, the placing of an order by the buyer constitutes the buyer’s unreserved acceptance of these general terms and conditions of sale, except for special conditions granted in writing by Airborne to the buyer.
Any document other than these general terms and conditions of sale, in particular catalogues, brochures, advertisements and leaflets, is provided for information and guidance only and is not contractually binding.
These general terms and conditions of sale are provided to any buyer who requests them, to enable them to place an order with Airborne, and to any distributor prior to the conclusion of a single agreement as referred to in Article L. 441-1 of the French Commercial Code.
Airborne reserves the right to depart from certain clauses herein, depending on the negotiations conducted with the buyer, by drawing up special conditions of sale.
These general terms and conditions of sale apply until 31/12/2026.

Article 2 – Intellectual property
All technical documents, products and photographs provided to the buyer remain the exclusive property of Airborne, which is the sole holder of the intellectual property rights in these documents, and must be returned to Airborne on request.
The buyer undertakes not to make any use of these documents that may infringe Airborne’s industrial or intellectual property rights and undertakes not to disclose them to any third party.

Article 3 – Orders
3.1 – Definition
A sale is only finalised once Airborne has expressly accepted the buyer’s order in writing.
An order means any instruction relating to the products appearing in the price lists and accepted by Airborne, accompanied by payment of any deposit provided for on the order form.
The order must be confirmed in writing by means of an order form duly signed by the buyer. Upon receipt, it is irrevocable.

3.2 – Changes
Orders sent to Airborne are irrevocable for the buyer, unless Airborne accepts otherwise in writing.
Any request to change the composition or volume of an order placed by a buyer can only be taken into account by Airborne if the request is made in writing, including by fax or email, and reaches Airborne no later than 3 days after Airborne’s receipt of the initial order.
If the buyer changes the order, Airborne will be released from the timeframes agreed for its fulfilment.

Article 4 – Delivery
4.1 – Lead times
Delivery times vary according to the products ordered, their degree of customisation and their availability. An estimated delivery time will be given to the buyer when the order is confirmed. This period starts from receipt of the duly signed order form and the deposit due.
These timeframes are given for information and guidance only and may vary 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 use its best efforts to meet the announced timeframes. However, any delays cannot under any circumstances give rise to penalties, compensation or cancellation of the order if they are less than 60 days, 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, fire, flooding, epidemics, supply difficulties, etc.), Airborne is automatically released from all liability for meeting delivery deadlines.

4.2 – Termination
If the delay exceeds 60 days compared with the timeframe initially indicated, and if this delay is not attributable to force majeure or to the buyer’s fault, the buyer may request termination of the sale and will then recover the deposit paid to Airborne.

4.3 – Transfer of ownership and risk
Transfer of ownership of the products is suspended until the buyer has paid the price in full, in accordance with Article 9 below. However, the risk of loss and damage is transferred to the buyer upon delivery. Consequently, where payment is made after delivery, the buyer undertakes to insure the products, at its own expense, for the benefit of Airborne.

4.4 – Transport
In the event of damage to the goods delivered or missing items, it is the customer’s responsibility to make all necessary reservations with the carrier. Any product for which no reservations have been made with the carrier by registered letter with acknowledgement of receipt within three (3) days of receipt, in accordance with Article L. 133-3 of the French Commercial Code, with a copy sent simultaneously to Airborne, will be deemed accepted by the buyer.

4.5 – Receipt of goods
Without prejudice to the steps to be taken by the buyer with regard to the carrier as described above, in the event of visible defects or missing items, any claim of any kind relating to the products delivered will only be accepted by Airborne if it is made in writing, by registered letter with acknowledgement of receipt, within the three (3) day period provided above.
It is the buyer’s responsibility to provide all evidence of the defects or missing items observed.
No goods may be returned by the buyer without Airborne’s prior express written consent, obtained in particular by fax or email.
Return costs will only be borne by Airborne if a visible defect or missing items are actually confirmed by Airborne or its representative.
Only the carrier chosen by Airborne is authorised to return the products concerned.
Where, after inspection, a visible defect or missing items are actually confirmed by Airborne or its representative, the buyer may only ask Airborne to replace the non-conforming items and/or supply the missing items at Airborne’s expense, without being entitled to any compensation or to termination of the order.
Receipt of the ordered products by the buyer without reservation covers any visible defect and/or missing items.
Any reservation must be confirmed under the conditions set out above.
A claim made by the buyer under the conditions and in the manner described in this article does not suspend the buyer’s payment for the goods concerned.
Furthermore, any return or exchange request for a reason other than a visible defect or missing items (such as a change of mind, ordering error, personal preference, technical incompatibility not attributable to Airborne, etc.) may only be accepted on an exceptional basis and remains at Airborne’s sole and exclusive discretion, without Airborne having to give reasons for its decision. No credit note, exchange or refund may be demanded on this basis.
Airborne cannot under any circumstances be held liable for any damage, loss, theft or deterioration occurring during transport, even if the carrier was selected by Airborne.
Airborne cannot under any circumstances be held liable for events occurring during transport, 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 that has fallen due, following formal notice that has remained without effect for 48 hours, Airborne reserves the right to suspend any current and/or future deliveries.

4.7 – Delivery subject to cash payment
All orders that Airborne agrees to fulfil are accepted on the basis that the buyer offers sufficient financial guarantees and will actually pay the sums due on their due date, in accordance with the law. Accordingly, if Airborne has serious or specific reasons to fear payment difficulties on the part of the buyer at the date of the order or thereafter, or if the buyer no longer offers the same guarantees as at the date the order was accepted, Airborne may make acceptance of the order or continuation of its fulfilment conditional on cash payment or on the buyer providing guarantees in favour of Airborne.
Airborne may also, before accepting any order or during its fulfilment, require the buyer to provide its accounting documents, in particular its income statements, including forecasts, to enable Airborne to assess its solvency. If the buyer refuses cash payment without offering sufficient guarantees, Airborne may refuse to honour the order(s) placed and to deliver the goods concerned, without the buyer being able to claim an unjustified refusal to sell or any compensation.

Article 5 – Refusal of orders
If a buyer places an order with Airborne without having paid for the previous order(s), Airborne may refuse to honour the order and deliver the goods concerned, without the buyer being entitled to any compensation for any reason whatsoever.

Article 6 – Price list – Prices – Scales
6.1 – Price list
The current price list may be revised at any time, after prior notice to the buyer.
Any price change will automatically apply from the date indicated on the new price list.

6.2 – Prices
Prices are set by the price list in force on the day the order is placed. They are always exclusive of tax, for unpacked products, ex-warehouse.
Our prices are carriage paid, unless expressly agreed otherwise in advance with the buyer.
The fact that shipment is made “carriage paid”, or that Airborne or a forwarding agent has shipped the order on the buyer’s behalf, in no way alters the above rules or the effects attached to the date on which the goods are made available in our warehouses.
They are calculated net, without discount for early payment, and are payable as set out below.
For prices specified by quantity, any order for a smaller quantity will result in a change to the price indicated.
Lead times stated in an order are only accepted by and binding on Airborne under the following conditions: compliance by the buyer with the terms of payment and payment of deposits, timely provision of technical specifications, no delays in preliminary studies or work, and no force majeure or 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 invoiced in addition to the prices indicated and is not taken back.

Article 7 – Payment
7.1 – Payment for new buyers or export buyers
For a first order, or for all export buyers, the price is payable in cash, in full, before delivery, as well as for all made-to-order products produced specifically for the buyer. Only the actual collection of bills of exchange or LCRs will be considered as full payment within the meaning of these general terms and conditions of sale.

7.2 – Deferred payment
For existing active buyers, the price is payable in full and in a single payment within 30 days of delivery. This period, calculated as 30 days after actual delivery, by bank transfer or 30-day LCR, will be stated on the invoice sent to the buyer. A 50% deposit may be requested if the order requires made-to-order production specifically for the buyer’s customer (for made-to-measure collections: Assise, Bis, Miss Trèfle, Impalas, AA, BB, AO special editions).

7.3 – Non-payment
Any amount including VAT not paid by the due date will give rise to the payment by the customer of penalties set at three times the legal interest rate. These penalties are automatically due and will be debited to the customer’s account.
Airborne reserves the right to refer the matter to the competent court in order to put an end to this non-performance, subject to a daily penalty for each day of delay.
Finally, Airborne also reserves the right to cancel delivery of orders in the event of non-payment.

7.4 – Deposit
Any order for products specially manufactured for a buyer, as defined below (made-to-order: Assise, Bis, Miss Trèfle, Impalas, AA, BB, AO special editions collections), requires payment of a 50% deposit, whoever the buyer is.
The balance of the price is payable in cash on the day of delivery.
Any cancellation of an accepted order by the buyer will not give rise to any refund of the deposit if the cancellation request is made more than 3 working days after acceptance of the order.

7.5 – Late payment penalties and recovery costs
In the event of late payment, in whole or in part, of the sums due by the buyer on the agreed due date, Airborne may apply, automatically and without prior formality, late payment penalties calculated at a rate equal to three times the legal interest rate in force.
These penalties are due without any reminder being necessary and will run automatically from the day following the due date stated on the invoice until full payment of the sums due.
In addition, in accordance with Article D. 441-5 of the French Commercial Code, a fixed indemnity for recovery costs of €40 will be payable by the buyer for each invoice paid late. Where the recovery costs incurred exceed this amount, Airborne reserves the right to claim additional compensation on presentation of supporting evidence.

Article 8 – Retention of title
Transfer of ownership of the products is suspended until the buyer has paid their price in full, including principal and ancillary costs, even where payment terms have been granted. Any clause to the contrary, in particular in general terms and conditions of purchase, is deemed unwritten, 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, over all of its products in the buyer’s possession, these being contractually presumed to be the unpaid ones, 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.
In the event of non-payment of an invoice on its due date, Airborne may also require termination of the sale after sending a simple formal notice. Likewise, Airborne may unilaterally, after sending formal notice, draw up or have drawn up an inventory of its products in the buyer’s possession; the buyer hereby undertakes to allow free access to its warehouses, shops or other premises for this purpose, ensuring that the products can always be identified.
In the event of the opening of receivership or liquidation proceedings, current orders will be automatically cancelled, and Airborne reserves the right to claim the goods in stock.
This clause does not prevent the risk in the goods from being transferred to the buyer upon delivery.
From delivery, the buyer becomes the depositary and custodian of said goods. In the event of non-payment, and unless it prefers to request full performance of the sale, Airborne reserves the right to terminate the sale after formal notice and to claim the goods delivered, with return costs borne by the buyer and any payments made retained by Airborne as a penalty clause.

Article 9 – Guarantee against hidden defects
In accordance with Articles 1641 et seq. of the French Civil Code, the buyer also benefits from the legal guarantee against hidden defects on the products sold on the website www.airborne.fr. Four (4) conditions must be met for the buyer to benefit from this guarantee:

• the defect affecting the product purchased must be serious;

• the defect must be hidden;

• the defect must have existed before the purchase, even if it became apparent later;

• it must not result from misuse of the product.

Finally, to benefit from the guarantee, the buyer must act as quickly as possible and no later than 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 replacement of the product or a refund of the product including transport costs.

Article 10 – Force majeure
Force majeure or fortuitous events are 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, insofar as their occurrence makes performance of the obligations completely impossible.
In particular, the following are treated as force majeure or fortuitous events releasing Airborne from its obligation to deliver within the timeframes initially agreed: strikes by all or part of the staff of Airborne or its usual carriers, fire, flood, war, production stoppages due to accidental breakdowns, inability to obtain raw materials, epidemics, thaw restrictions on roads, road blockades, strikes at or interruption of supply from EDF-GDF, or interruption of supply for any reason not attributable to Airborne.
In such circumstances, Airborne will notify the buyer in writing, in particular by fax or email, within 24 hours of the date on which the events occur; the contract between Airborne and the buyer will then be automatically suspended without compensation from the date on which the event occurred.
If the event lasts more than thirty (30) days from the date on which it occurred, the contract of sale between Airborne and the buyer may be terminated by either party, without either party being entitled to damages.
This termination will take effect on the date of first presentation of the registered letter with acknowledgement of receipt terminating said contract of sale.

Article 11 – Withdrawal period
As the buyer is a professional purchasing in the course of and for the purposes of its business, the right of withdrawal provided for by the French Consumer Code does not apply.

Article 12 – Jurisdiction
Airborne elects domicile at 222 ZAC de Peyran, 40800 Aire sur l’Adour, France.
Any dispute concerning the application of these general terms and conditions of sale and their interpretation, their performance and the contracts of sale concluded by Airborne, or the payment of the price, will be brought before the Commercial Court of Bordeaux, regardless of the place of order, delivery and payment and the method of payment, and even in the event of third-party proceedings or multiple defendants.
Bills of exchange do not constitute novation of or derogation from this jurisdiction clause.
This attribution of jurisdiction is general and applies whether the claim is a main claim, an incidental claim, an action on the merits or summary proceedings.
In addition, in the event of legal action or any other debt recovery action by Airborne, the costs of formal notice and legal proceedings, lawyers’ and bailiffs’ fees, and all ancillary costs will be borne by the defaulting buyer, as well as costs related to or resulting from the customer’s failure to comply with the payment or delivery terms of the order concerned.

Article 13 – Prior amicable settlement
In the event of difficulties in the performance of the contract, and prior to any legal proceedings, the parties undertake to seek an amicable settlement of their dispute.
To this end, the party wishing to initiate this amicable procedure must notify the other party by registered letter with acknowledgement of receipt, specifying the difficulties encountered or the breaches observed. This letter constitutes formal notice to remedy the breaches observed and sets out the proposed amicable settlement.
The other party will then have 15 calendar days to state its interpretation of the events, its own proposal for an amicable settlement of the dispute, or its refusal of an amicable settlement.
The party that initiated the amicable settlement will then in turn have 15 calendar days to give its response.
However, if within thirty (30) calendar days of this response the parties have not reached an amicable agreement, each of them will regain full freedom of action and the right to bring the matter before a court.

Article 14 – Waiver and severability
14.1 – Waiver
Airborne’s failure to rely on any of the clauses herein at any given time shall not constitute a waiver of its right to rely on those same clauses at a later date.

14.2 – Severability
If any clause of this contract is declared void or unenforceable, the other clauses will remain in full force and effect, provided that the overall balance of the contract can be preserved.

Article 15 – Governing law
Any matter relating to these general terms and conditions of sale and to the sales they govern that is not covered by these contractual provisions will be governed by French law, to the exclusion of any other law.

Article 16 – Buyer’s acceptance
These general terms and conditions of sale, together with the attached price lists and scales of rebates, discounts and refunds, are expressly approved and accepted by the buyer, who declares and acknowledges full knowledge of them and therefore waives the right to rely on any conflicting document, in particular its own general terms and conditions of purchase.

Airborne is registered in the national register of producers of the French Agency for Ecological Transition (ADEME). This procedure complies with the regulations on the management of furniture waste, in accordance with Article R. 543-254 of the French Environmental Code and the Order of 5 August 2013. Its unique identifier is FR016871_10ROZZ.
These general terms and conditions of sale are also available on our website: www.airborne.fr