General terms and conditions of sale – professional customers

Translation for information. In case of discrepancy, the French version prevails (Article 20).

Article 1 — Scope

These General Terms and Conditions of Sale ("Terms") govern all sales made by MAISON DRUCKER, a French simplified joint-stock company (SAS) with share capital of EUR 64,219, registered office at ZAC du Bois de Plaisance, 317 rue du Chemin Croissant, 60280 Venette, France, registered with the Compiègne Trade and Companies Register under number 488 627 084, trading as "Maison Louis Drucker" ("Maison Louis Drucker"), to its professional customers (the "Customer").

Placing an order implies full and unreserved acceptance of these Terms. They prevail over the Customer's general terms of purchase, unless Maison Louis Drucker expressly agrees otherwise in writing. Special conditions stated in the quotation prevail over these Terms.

Article 2 — Quotations and orders

Quotations are valid for the period they state, or failing that for thirty (30) days from their date.

An order becomes firm upon receipt of both the quotation signed "approved" (or a purchase order quoting its references) and the deposit set out in Article 4.

Orders placed by telephone and commitments made by Maison Louis Drucker staff bind Maison Louis Drucker only once confirmed in writing.

The manufacturing lead time starts only once the deposit is received and all specifications (model, dimensions, colours, weaving, finishes) are fully approved.

Article 3 — Prices and taxes

Prices are those of the price list in force on the order date, or those of the accepted quotation. They are exclusive of taxes, ex works, excluding packing and transport, unless otherwise stated in the quotation.

Applicable furniture eco-contributions and parafiscal levies are added to the price and shown on the quotation and invoice.

Prices are stated in the currency shown in the quotation (EUR or USD).

Article 4 — Payment

Unless otherwise agreed, a deposit of fifty percent (50%) of the total amount is due with the order. The balance is payable before shipment or, for goods collected by the Customer, before they are made available.

Payment is made by bank transfer, in full and without discount, quoting the quotation or invoice number. Bank charges on international transfers are borne by the Customer.

Maison Louis Drucker never changes its bank details by email alone. Any such request must be verified by telephone with a known contact before payment. Payment to an account not confirmed by Maison Louis Drucker does not discharge the Customer.

Article 5 — Late payment

Any late payment automatically incurs, from the day after the due date and without notice, interest at three times the French statutory interest rate, plus a fixed recovery fee of forty euros (EUR 40), under Articles L441-10 and D441-5 of the French Commercial Code. Additional compensation may be claimed on evidence where recovery costs exceed this amount.

In case of late payment, Maison Louis Drucker may suspend production or delivery of any pending order, demand immediate payment of all sums due and, eight days after a formal notice has remained unanswered, terminate the sale, the deposit being retained.

In case of legal recovery, the Customer shall also pay, as a penalty clause under Article 1231-5 of the French Civil Code, an amount equal to ten percent (10%) of the principal sums due.

If the Customer's financial position deteriorates, Maison Louis Drucker may require guarantees or full payment before delivery, and failing that suspend or cancel pending orders.

Article 6 — Changes and cancellation

Any change request must be made in writing. It binds Maison Louis Drucker only once accepted in writing, which may involve a revised price and lead time. No change is possible once production has started.

If the Customer cancels an order, the deposit is retained by Maison Louis Drucker as compensation. Where costs incurred (materials bought specifically, manufacturing hours) exceed the deposit, the excess is invoiced to the Customer.

Made-to-measure items and items made to the Customer's specifications are neither returnable nor exchangeable.

Article 7 — Lead times

Manufacturing and delivery lead times are estimates only. A delay cannot justify cancellation, penalties or damages, unless an express written lead-time commitment appears in the quotation.

Article 8 — Delivery, transport and transfer of risk

Unless a different Incoterm is stated in the quotation, goods are sold EXW Venette, Maison Louis Drucker's workshop, 317 rue du Chemin Croissant, 60280 Venette, France (Incoterms® 2020). Risk passes to the Customer according to the applicable Incoterm, irrespective of the retention of title.

Where Maison Louis Drucker arranges transport on the Customer's behalf, it acts as the Customer's agent. Transport and packing costs are borne by the Customer. The delivery site must be safely accessible to the carrier's vehicles and staff.

In case of damage or missing items, the Customer must enter precise and detailed reservations on the delivery note, confirm them to the carrier by registered letter within three days of receipt, and send a copy to Maison Louis Drucker within the same period.

Article 9 — Availability and storage

The Customer shall collect, or arrange collection of, the goods within fifteen (15) working days of notice that they are ready. After that period, storage charges of thirty euros (EUR 30) excl. VAT per cubic metre per month or part month apply, and the goods are stored at the Customer's risk.

The balance of the price is due on the date the goods are made available, even if collection is postponed.

Article 10 — Inspection and claims

Any claim for non-conformity, incomplete delivery or visible defect must be made in writing, with photographs, within eight (8) days of receipt. After that period, the goods are deemed accepted and conforming.

A claim does not suspend the obligation to pay sums due.

Article 11 — Returns

No return is accepted without Maison Louis Drucker's prior written consent. Returned goods must not have been assembled, installed or used, and must be returned in their original packing. No return is possible more than two (2) months after delivery.

Article 12 — Warranty

Products are warranted against manufacturing and material defects for twenty-four (24) months from delivery.

The warranty is limited, at Maison Louis Drucker's option, to repair or replacement of parts acknowledged as defective, returned carriage paid to its workshop. It excludes any other compensation, to the extent permitted by law.

The warranty does not cover normal wear, lack of maintenance, faulty assembly, use not in line with Article 13, or alterations or repairs made by a third party or with parts not made by Maison Louis Drucker.

Rattan and weaving fibres are of natural or bio-based origin. Slight differences in colour, appearance or size between two pieces, or with a sample, are inherent to handcrafted production and are not defects.

Article 13 — Use and care

Each product is intended for the use stated on its product sheet: indoor, semi-outdoor or outdoor. Natural rattan furniture must not be exposed for long periods to damp, bad weather or direct heat, nor used on wet ground.

During winter and prolonged bad weather, furniture must be stored in a dry place, including outdoor furniture where its product sheet so recommends. The Customer shall follow the care instructions provided by Maison Louis Drucker.

Article 14 — Retention of title

Maison Louis Drucker retains title to the goods until full payment of the price, principal and ancillary sums, under Articles 2367 et seq. of the French Civil Code. A bill of exchange does not constitute payment until cashed.

Until payment, the Customer shall insure the goods against all risks, stating Maison Louis Drucker's ownership. It shall not pledge or alter them. It shall inform Maison Louis Drucker without delay of any seizure or insolvency proceedings.

Maison Louis Drucker may reclaim unpaid goods at any time, without this terminating the sale unless it expressly so declares.

Article 15 — Intellectual property

Maison Louis Drucker owns, or holds the necessary rights from the designers it works with to, all intellectual property rights in its products. These rights cover in particular their shapes, designs, weaves and caning, colours, patterns, and combinations of colours and patterns.

Combinations of shapes, patterns and colours chosen by the Customer are made from elements offered to all customers. They give the Customer no right or exclusivity, save by prior written agreement of Maison Louis Drucker setting the term, territory and price of such exclusivity.

A sale entails no transfer of rights. The Customer shall not reproduce or imitate the products, their weaves or patterns, nor have them made by a third party.

"Maison Drucker" is a registered trademark of Maison Louis Drucker. The Customer shall not remove, alter or conceal the original markings on the products, nor affix any other brand or name.

Where the Customer supplies drawings, designs or patterns to be produced, it warrants that it holds the necessary rights and shall indemnify Maison Louis Drucker against any third-party claim in that respect.

Article 16 — Resale and distribution

The Customer may re-invoice the products to its own client as part of a specific interior project, in particular when acting as architect, interior designer, project manager or general contractor.

Any other resale, including from a catalogue, in a shop, showroom or online, requires a prior distribution or agency agreement with Maison Louis Drucker. Unless that agreement provides otherwise, no territorial exclusivity is granted and Maison Louis Drucker keeps the right to sell directly to any customer.

A Customer reselling the products shall not present them under any brand other than "Maison Louis Drucker", nor use Maison Louis Drucker's visuals without written permission.

Article 17 — References

Unless the Customer objects in writing, Maison Louis Drucker may cite the Customer's name and project as a commercial reference. Publishing photographs of the Customer's premises requires its prior consent.

Article 18 — Force majeure

Maison Louis Drucker is not liable for delay or non-performance caused by force majeure within the meaning of Article 1218 of the French Civil Code, affecting its own facilities or those of its suppliers and carriers. This includes fire, flood, epidemic, strike, machine breakdown, supply failure, administrative decision, import or export restriction, and severe transport disruption.

Its obligations are suspended for the duration of the event. If the event lasts more than three (3) months, either party may terminate the order in writing without compensation, sums relating to products already made remaining due.

Article 19 — Export

The Customer is responsible for import formalities, customs duties, taxes and standards applicable in the country of destination, unless the Incoterm provides otherwise. It shall inform Maison Louis Drucker before ordering of any regulatory requirement specific to that country, in particular fire-safety or material-compliance requirements.

Maison Louis Drucker accepts no liability relating to third-party industrial property rights in any country other than France where the Customer has not disclosed the country of destination.

Article 20 — Governing law, language and jurisdiction

These Terms and the sales they govern are subject to French law, excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna, 11 April 1980).

In case of discrepancy between the French version and any translation, the French version prevails.

Any dispute relating to the formation, performance, interpretation or termination of sales falls under the exclusive jurisdiction of the Commercial Court of Compiègne (France), including in case of third-party claims or multiple defendants. Intellectual property disputes fall under the jurisdiction of the Judicial Court of Paris.

Article 21 — Orders placed in the Trade Area of the website

This article applies to orders for in-stock items placed in the Trade Area of the maisonlouisdrucker.live website. It prevails over Articles 2 and 4.

No deposit is required for these orders. Sending the basket constitutes a pre-order request; the items are reserved for the Customer while it is processed.

Maison Louis Drucker sends the Customer a priced offer including transport. The order becomes firm upon full payment of this offer, by card or by bank transfer, within the period it states. Failing this, the pre-order is cancelled automatically and the items are put back on sale.

Items are shipped or made available once payment has been received.