Article 1 – Subject Matter and Scope
1.1. J. Féau & Cie (hereafter “Féau”) offers professional clients and consumers, design, manufacture, restoration, sale and installation of wainscoting, antique wainscoting, antiques, woodfloors and all interior fittings (hereafter “Products and Services”). Féau and the client are individually refered to as a “Party” and together as “Parties”.
1.2. Any representative or agent (manager, employee, architect, interior designer, project manager for the client etc.), representing the client in the framework of its contractual relationship with Féau will be, towards Féau, severally liable and accountable with the client, of undertakings entered into in the name and on behalf of the client. The term “Client” hereafter refers to the client and any representative or agent.
1.3 The Client declares that it has full legal capacity and quality to commit to Féau. The Client will provide Féau, upon first request, all documents supporting 1) its capacities, qualities, identity, contact and bank details, and, if need be, the final client for which it is acting on behalf of and the nature of its intervention, 2) Client’s compliance with French, European and international relevant provisions. The Client guarantees Féau against all claims, demands, proceedings which may arise out of failure or inaccuracy of these documents and undertakes to refund from any expenses and indemnify Féau from any resulting damage.
1.4 Professional Clients cannot benefit from or invoke against Féau the French Code de la consommation provisions that are referred to in the GTC and that only benefit to consumer Clients.
1.5 By placing an order with Féau (art.2 of GTC), the Client fully and unreservedly agrees to the GTC, which apply to any and all quotes, orders, agreements, contracts, services or sales between Féau and the Client, and prevail on any and all other documents (general purchase conditions, correspondences, catalogs etc.), with the sole exception of derogating particular conditions, accepted in writing and unequivocally by the Parties. GTC will remain in force for the time required for performance of obligations undertaken by the Parties and until their extinction.
1.6 In case of discrepancy between the French and English version or any other version in another language, French version shall automatically prevail.
Article 2 – Quote – Order
2.1 Before any order, Féau will provide the Client with a graphical proposal of the project wanted by the Client (plans, etc.) and will send the latter by all means a quote detailing Products or Services offered by Féau, their characteristics and prices, discounts, rebates, drawbacks, if possible, the provision, delivery, implementation and execution deadlines, and any and all conditions (humidity, hygrometry, etc.) that the Client must comply with during the Order and afterwards, in order to ensure the Products durability.
2.2 The Client is given 2 (two) months, upon reception of the quote, to analyze and forward by all means to Féau said quote signed, or to request any modification. If the Clients fails to forward the signed quote to Féau or to ask for modifications within that period, the quote will be deemed to be accepted, irrevocably, integrally and unreservedly by the Client, either at the date of payment of the 1st instalment by the Client or, if this 1st instalment is not paid, on the 1st day of implementation of the quote by Féau, upon the Client’s request. However, if the payment of this 1st instalment or the Client’s request to start the implementation is made more than 3 (three) months after reception of the unexecuted quote by the Client, Féau will be allowed to claim for payment of an additional fee and to modify conditions and deadlines stated in the initial quote, to take in consideration, when applicable, the evolution of prices, conditions and applicable laws. The quote accepted or deemed accepted by the Client in the above-mentioned conditions constitutes irrevocable order (hereafter “Order”).
2.3 The sale of an antique on one part, and complementary related services on another part (restauration / adaptation / modification, manufacture and installation of supplements etc.), will be subject, after a first study by Féau, to two distinct quotes, payable separately.
2.4 After confirmation of the Order (article 2), Féau will, by all means, send to the Client, the technical drawings (autocad plans) (hereafter “Technical Drawings”) requested for proper execution of the Order. The Client is given a 30 (thirty) days deadline, starting on reception of the Technical Drawings, to return them by all means dated and signed to Féau or to confirm them by any written means or to request in writing for modifications wanted (esthetical elements, price etc.). Without written validation by any written means or written request for modification by the Client in the above-mentioned deadline, Féau may cancel the Order without the Client being able to request for forced execution nor to recover any indemnities or damages on any ground whatsoever.
2.5 Any request for modification of quotes or Technical Drawings by the Client may necessitate a complementary or amended quote and generate supplementary prices and deadlines. No modification whatsoever will be made after validation of the quotes and Technical Drawings by the Client.
2.6 After validation of the quotes and Technical Drawings and after payment of the 1st instalment by the Client, Féau will send the Client a production planning and a schedule of payment for remaining due services. Upon receipt of these elements, the Client undertakes to pay Féau the 2nd instalment mentioned on the schedule of payment.
2.7 The Client authorizes Féau or any person entitled to take all measures and/or photos at the Client’s residence that would turn out to be needed for the drafting of any quotes and/or execution of the Order. The photos will be exclusively intended for Féau and aimed at the drafting of the quote and the execution of the Order
Article 3 – Price – VAT – Billing – Payment
3.1 Unless otherwise specified in the quotes or invoices, the selling prices, mentioned in euros, are those applicable at the date of elaboration of the quote by Féau and are deemed to exclude both delivery, packing, customs and insurance fees, owed in addition by the Client, and Féau’s employees or managers travel expenses (transportation, hotels, meals etc.) required for the execution of the Order (study, installation, follow up etc.) outside of its premises and invoiced by Féau to the Client in addition to the prices mentioned in the quotes.
3.2 For Products and Services sold and/or executed in France: Prices set to the consumer Clients are deemed to be including V.A.T (incl. VAT) and those set to professional Clients are deemed to be excluding V.A.T (excl.VAT). The Value Added Tax (VAT), due in addition, in the conditions and at the applicable rate according to French, European and international laws, is mentioned on the quotes. For Products and Services sold and/or executed abroad: Prices set to foreign Clients, whether consumers or professionals, are subject to or exempted from taxes in the conditions and applicable rates according to French, European and international laws. VAT is mentioned on the invoices. The Client asking for the benefit of a VAT reduction or exemption, will provide Féau, before issuance of any quote and payment of any invoice, any and all documents supporting the Client’s respect of conditions to benefit from it. In default of such provision, the Client will be liable towards Féau, of all of VAT due and waives any claim against Féau in this regard. If the reduced VAT rate or exemption of VAT payment is questioned for any reason whatsoever, the Client undertakes to provide Féau, upon first request, any document asked for and to immediately pay Féau the VAT amount due.
3.3 For any Order placed by the Client, Féau will issue, in the name and with contact details mentioned in the quotes, any corresponding invoice, including instalment, payable at the date mentioned on such invoices. The invoices for sale of antiques and complementary services are payable cash and integrally upon reception, whatever the services’progress. Payments are made to Féau exclusively by check or wire transfer.
3.4 In case of multiple quotes and invoices and unless specified otherwise in writing by the Client, Féau alone will decide of the allocation of instalments per quote or invoice issued, in regards, namely, to schedule payment dates mentioned on the quotes and expenses and fees exposed by Féau and the progress of ordered services.
3.5 The Client irrevocably waives any right to withhold part or all of sums due or to operate a compensation between them, for any reason whatsoever.
3.6 In case of delayed payment, Féau may terminate the sale through exclusive fault of the Client and at his own expense and/or immediately stop the provision of services and delay the deadline stated in the quotes or production planning, without any compensation of the Client.
Article 4 – Taking over – delivery – risk transfer – ownership retention
4.1 If the Order provides for the handing over of the Products, the Client will pick them up at Féau’s workshop, by its own means, at its exclusive expense and under its own responsibility, within 2 (two) months following Féau’s request. Failing this, Féau will ipso jure invoice the Client warehousing fees at 25 (twenty-five) euros excl. VAT per cubic meter (m3) per month, any and all months started being due in full.
4.2 If the Order provides for a delivery of the Products, and unless agreed otherwise in writing between the Client and Féau the Client will arrange, under its own responsibility and at its own expense, insurance, packing, transportation, transit, customs clearance.
4.3 The Client undertakes to inspect the Products and/or the Services and to receive in writing, whether before their shipment by the Client, or after their delivery at the Client’s and/or their execution. The Client will report any missing or visible defect noticed and will make its claim on the collection/acceptance/transportation voucher and, for the taking-over of Services, on any taking-over document. In case of delivery or execution of Services, the Client will confirm its claim by registered mail with acknowledgment of receipt sent to Féau within 3 (three) days maximum, following the reception of the Products or Services.
4.4 In the absence of claim or written reserve, in accordance with provisions of Article 4.3, the Client is deemed to have received the Products and Services and irrevocably waives its right to make any claim regarding missing parts or visible defects.
4.5 Given the particular nature of the Products, the Client’s claim and Products’ return are subject to the following cumulative conditions 1) written express acceptation by Féau 2) respect of the claim process by the Client (article 4.3) 3) impossibility for Féau to remedy the missing or visible defect other than by having the Products returned and 4) return fees born by Féau if it chooses the transporter.
4.6 The Client irrevocably waives its right to raise Féau’s liability and request the refund of all or part of the Products price, incurred fees and any indemnification from Féau, of any kind whatsoever, when the missing parts or visible defects occurred during transport or in case of an error from the transporter or by a mistake or negligence from the Client preventing the handing-over of the Products to the Client.
4.7 Products or Services’ loss or damage risks are transferred to the Client on the day they are picked up by the Client or they are handed out to the transporter by Féau or one of its entitled employees, including in case of successive deliveries or on the day of their installation by Féau.
4.8 Féau keeps full and total ownership of the Products and Services until complete payment of their price by the Client, both principal and incidentals, including in case of payment delays or delay of deadlines mentioned in the quotes and production planning. Unless otherwise agreed in writing by Féau, any contrary provision is deemed unwritten.
4.9 When prior declarations and/or authorizations (construction permit, co-owners general assembly authorization etc.) are needed for the execution of services ordered and the Client is represented by a professional/prime contractor, then the Client will solely be responsible for the proceedings and obtention of requested authorizations. Féau cannot be held responsible for the absence of prior declaration or authorization in such case, nor can such absence ground any delay of payment of an Order by the Client. If the Client is not represented, legal applicable provisions shall apply
Article 5 – Warranties
5.1 Products and Services sold by Féau are in concordance with French laws and benefit, starting their reception by the Client (article 4.3) from legal conformity and hidden defects warranties, provided for by articles 1641 and 1648 of the French Code civil and L.217-4 et al. of the French Code de la consommation that apply in the conditions, formalities, forms and time periods stated in such provisions. These warranties do not apply to decoration, interior design, interior architecture and architecture professionals. These warranties are also excluded for defects resulting namely and without this list being limitative, from irregular or wrong use of Products or from a cause independent from the intrinsic qualities of the Products and Services sold by Féau, from damages caused after the reception of the Products without reserve by the Client or in the framework of interventions or services provided by third-parties on the Products (installation, adaptation, restauration, maintenance etc.).
5.2 Féau can refuse any replacement or reparation chosen by the Client when this shall result in excessive or disproportionate costs in comparison with another solution. If the solution proposed by Féau requires for an execution delay of more than 1 (one) month starting the Client’s claim, or if the reparation or replacement is impossible, the Client and Féau will make their best efforts to reach an amicable agreement of their dispute and find a solution to the Client’s claim. Féau will bear the costs of replacement except if the replacement Products cost more than the replaced ones.
5.3 In consideration of the Order placed by the Client, the Products and Services sold by Féau can also benefit from the warranties provided for in the French Code civil and Code de la construction et de l’habitation, related to works executed in buildings or housing complexes in the conditions, forms and time-periods stated in such provisions.
5.4 Féau also guarantees the Client for 1 (one) year starting reception of the Products by the Client (article 4.3) for any damage to the Products resulting from wood work, on the condition that the Client respects the conditions stated in the quote (humidity, hygrometry etc.). Any return of the Product is subject to the return process provided for in article 4.5.
5.5 The Client whose residence is located in another state than France undertakes to instruct any professional duly competent and diligent in its state to ensure conformity of the Products ordered by the Client with said state legislation. The Client will then be solely responsible for conformity of the Products to the laws of their state and waives any right for claim, demands, proceedings and actions which may arise out of it.
5.6 Any antique restored, adapted or modified upon the Client’s request will neither be taken back nor exchanged by Féau.
Article 6 – Intellectual Property – savoir-faire – Confidentiality
6.1 Féau benefits from a well-known savoir-faire in the fields of creation, design and manufacturing of elevations and interior fittings made of wainscoting, and the restoration of antiques.
6.2 Any and all creative (projects, plans, drawings, designs, roughs, models, photographs, etc.). commercial, accounting (quotes, invoices etc.) and legal documents issued by Féau and exchanged with the Client (hereafter “Confidential Documents”) are confidential and remain the exclusive property of Féau, owner of any and all intellectual property rights related to these Confidential Documents and to all Products.
6.3 During all of the Order’s execution and without limitation of time after its execution, the Client undertakes not to challenge or infringe Féau’s rights on their Products and Confidential Documents, in any manner whatsoever and not to claim any right on those. The Client irrevocably refrains from 1) divulging the content, communicate, forward or assign, in any manner and under any form whatsoever, to any third-party, the Confidential Documents 2) to use the Confidential Documents or Products for any other intent than the sole execution of the Order or of the agreement binding him towards Féau and 3) reproducing or have third-parties reproduce plans and Technical Drawings and Products sold by Féau and undertakes not to ease such reproductions or imitations.
6.4 The Client will have to ensure that its managers, employees, representatives, agents and subcontractors respect the obligations entered into within present article 6 and more generally within the Order.
6.5 The Client acknowledges that obligations referred to in the present article 6 constitute essential obligations determining the conclusion of any contract or placement of any Order with Féau and that any infringement will cause significant harm to Féau who will be entitled to seek compensation, in addition to the immediate termination of the Order, through the Client’s only fault and to the Client’s only expense.
6.6 The Client who will provide Féau with drawings, plans, models, photographs etc. in order to place an order, warrants that it has any and all rights and authorizations needed to manufacture these Products and guarantees Féau against all claims, demands and proceedings related to the conception, manufacture and sale of these Products and more generally related to any exploitation of these (reproduction, representation) and undertakes to compensate Féau, upon first request, of any and all consequences and damages that may arise from these exploitations.
Article 7 : Personal Data
7.1 Féau collects personal data voluntarily supplied by the Client or any person acting on its behalf, while placing and executing the Orders. The Client undertakes to update these personal data and warrants its authenticity and accuracy. Failure to provide this data will prevent the Client from placing an order with Féau.
7.2 The processing of these personal data is in accordance with the applicable Rules and Laws (GDPR and French loi “Informatique et Libertés”), is based on the Client’s consent and orders execution, legal, tax and accounting legal provisions and Féau’s legitimate interest and is made for a limited time, determined in accordance with the treatment’s purpose and applicable Rules and Laws.
7.3 Collected data are intended to Féau and can be communicated to third-parties, including out of the European Union, in the framework of the Order’s execution (transporter, fitter etc.). Féau will make sure that the recipient countries, ensure an equivalent level of protection than the one provided by French and European provisions.
7.4 The Client has the right to oppose, limit, access, rectify, delete and of portability of its personal data and can send its request to “Féau 9 rue Laugier 75017 Paris France” or “email@example.com”, together with a copy of a national document justifying their identity. The Client can introduce a claim at the CNIL.
7.5 Féau will notify the CNIL of violation of personal data in the forms and time period determined by legal provisions.
Article 8 – Force majeure – Early termination
8.1 The Parties can terminate the Order early in case of a breach of the contract by one Party (cf. articles 3, 4 and 6 for the Client and articles 4 and 5 for Féau). The termination will be automatic, without any formality, if the alleged breach by one Party is not cured 1 (one) month after submission of of a formal notice by registered mail with reception confirmation, precisely stating the alleged breaches which curation is requested. In case of termination by Féau, the instalments paid by the Client to Féau will be definitively vested, without prejudice to damages that may be due to Féau.
8.2 Parties will mutually inform each other, as soon as possible, of any fortuitous or force majeure event, as defined by French jurisdictions, that may prevent or delay the execution of each Party’s obligations. In such case, the execution of these obligations may be suspended and the client can under no circumstances hold Féau liable. If the Parties’ obligations cannot be executed after the suspension period, the Parties can cancel the Order without indemnity or damages.
Article 9 – Severability and non-waiver
9.1 If one clause of the GTC was to be declared null or void in application of a legal provision or rule or of a final court judgement, it would be deemed unwritten but such nullity or invalidation would not affect the validity of other clauses that will remain applicable.
9.2 Féau not invoking a Client’s breach in the application of a contract or of the GTC shall not be considered as a waiver of its right to such claim.
Article 10 – Governing Law and jurisdiction
10.1 The GTC form a contractual whole to which applies French law, and excludes the application of any other foreign law, European or international law or convention, whatever the Client’s nationality or the place of execution of the orders that they govern.
10.2 The consumer Client is informed that in case of dispute between the Parties regarding the validity, interpretation, execution or termination of the contractual relationship submitted to the GTC, they have the right to refer to the French Médiateur de la consommation, in accordance with article L.612-1 of the French Code de la consummation. If
no amicable resolution to the dispute or no mediation is found, any dispute between the Parties shall fall within the exclusive competence of Paris Courts and jurisdictions, even in case of multiple defendants or third-party proceedings.