GENERAL CONDITIONS OF SALE TO PROFESSIONALS

ARTICLE 1 – PURPOSE – GENERAL PROVISIONS

The company LE JOUET SIMPLE specializes in the design and marketing of recycled plastic toys, hereinafter referred to as the “Product(s)” on its website under the brand name “LE JOUET SIMPLE” and which it sells and distributes to professionals.

These General Conditions of Sale, hereinafter referred to as the “GCS”, govern all sales of Products from LE JOUET SIMPLE to its professional customers, hereinafter referred to as the “Customer(s)” in France.

They constitute, by virtue of the provisions of article L.441-1 of the commercial code, the sole basis for commercial negotiation.

In accordance with Article L.442-1, I, 1° of the French Commercial Code, the Client is prohibited from obtaining or attempting to obtain from the other party an advantage which does not correspond to any consideration or which is manifestly disproportionate to the value of the consideration granted, such as a request to align its conditions with the commercial conditions obtained by other Clients.

Any placing of an order by the Customer implies their unreserved acceptance and full adherence to these General Terms and Conditions, except for special conditions agreed to in writing by LE JOUET SIMPLE.

These T&Cs prevail over any other document of the Customer, and in particular over any general conditions of purchase, unless expressly agreed otherwise in advance by LE JOUET SIMPLE, as well as over previous versions.

Any deviation from these T&Cs will require negotiation and express written agreement from LE JOUET SIMPLE.

LE JOUET SIMPLE reserves the right to modify these T&Cs at any time. In this case, the applicable T&Cs will be those in effect on the date the quote is signed.

The fact that the Seller does not avail himself at a given time of one of the provisions of these general conditions of sale cannot be interpreted as a waiver of the right to avail himself of this provision at a later date.

 Likewise, the invalidity of any of the clauses of these T&Cs will not affect the validity of the other clauses.

For the purposes of this Agreement, LE JOUET SIMPLE and the Customer are individually referred to as the “Party” and collectively as the “Parties”.

ARTICLE 2 – FORMATION OF THE CONTRACT 

Any order is subject to a prior written commercial proposal detailing in particular the Products sold, the quantities and the prices offered by LE JOUET SIMPLE, valid for thirty (30) days from its date of issue, unless otherwise stipulated.

The contract is deemed to be formed upon receipt by LE JOUET SIMPLE of the commercial proposal signed and accepted in all its provisions by the Customer, by email or by post.

The commercial proposal accepted and signed by the Client as well as these General Terms and Conditions form the contract.

 

ARTICLE 3 – ORDERS

3.1 – General information relating to the order

The prices, information and characteristics appearing in catalogs, circulars, prospectuses, technical sheets or other documents are given for information purposes only.

This information is subject to change and modification at any time, particularly with regard to the price of the Products and their characteristics. Any modification made to the Products resulting, for example, in the impossibility of supplying the Customer with identical Products again cannot engage the liability of LE JOUET SIMPLE.

LE JOUET SIMPLE is only bound by the price in effect on the day of the Customer's order and by the commercial proposals sent to the Customer during their period of validity.

The Customer is bound by any order submitted by them. LE JOUET SIMPLE acknowledges receipt of the accepted and signed commercial proposal within eight (8) days. This acknowledgement of receipt constitutes confirmation of the order.

The proper execution of the contract may be subject to the provision of guarantees by the Customer on the day of the order.

3.2 – Minimum order

In France, the minimum order amount is set at one hundred and fifty (150) euros excluding VAT.

Orders below this amount will result in a flat-rate increase of twenty (20) euros excluding tax on the total amount of the order, unless otherwise provided.

3.3 – Modification of order

Any modification of the order by the Customer will only be taken into account if it reaches LE JOUET SIMPLE in writing no later than twenty-four (24) hours after issue of the acknowledgment of receipt by LE JOUET SIMPLE.

Changes after this deadline may cause:

-       an additional cost which will be indicated to the Customer for acceptance;

-       a delay in delivery of the order in question.

3.4 – Cancellation of order

Any cancellation of the order by the Customer will only be taken into account if it reaches LE JOUET SIMPLE in writing no later than one week after the issue of the acknowledgment of receipt by LE JOUET SIMPLE.

3.5 – Orders for specific Products

Any order for Specific Products by a Customer will give rise to a commercial proposal from LE JOUET SIMPLE . The Customer must provide precise forecast order quantities in order to enable LE JOUET SIMPLE to obtain raw materials. The Customer will be required to take back any unused stock of raw materials in the event of non-compliance with the forecast quantities provided. The price of Specific Products is ex-works.

ARTICLE 4 – DELIVERY OF PRODUCTS

4.1 – Delivery

4.1.1 – Deadlines

The delivery times indicated when the order is placed are given for informational purposes only and are not guaranteed in any way. Deliveries are made according to availability and in the order in which orders are received.

LE JOUET SIMPLE strives to respect the delivery times it indicates upon acceptance of the order, based on the reference logistics time in the profession.

LE JOUET SIMPLE cannot be held responsible for a delay in delivery and/or the failure, partial or total, temporary or permanent, to execute an order, linked to a case of force majeure as defined in article 11 below, linked to a difficulty in sourcing raw materials, linked to the impossibility of manufacturing the products under normal conditions, linked to an abnormally high order or linked to any other cause not attributable to LE JOUET SIMPLE. Any delay in delivery cannot engage the responsibility of LE JOUET SIMPLE, may under no circumstances lead to the cancellation or refusal of the order by the Customer, nor to a revision of the price and/or the application of fixed penalties not corresponding to any real prejudice to the Customer.

In the event of partial delivery, non-delivery or postponement of the balance cannot delay payment of the part delivered.

In any event, delivery on time can only take place if the Customer is up to date with its obligations towards LE JOUET SIMPLE, whatever the cause, such as in particular any obligation to pay a sum of money and has provided it with all the elements necessary for the execution of the order.

If removal is the responsibility of the Customer, in the absence of removal within the agreed timeframe, LE JOUET SIMPLE may take all necessary measures to store the Products at the Customer's expense, or arrange for delivery after formal notice to collect the Products.

 4.1.2 – Risks

The Customer assumes, from the time of delivery, the risks of loss or deterioration of the Products as well as any damage that it may cause.

4.1.3 – Transport

It is the Customer's responsibility, in the event of damage to the delivered goods or missing items, to make all necessary reservations with the carrier, on the receipt document which he must sign, have countersigned by the carrier or his driver, date and confirm by registered letter with acknowledgment of receipt within three (3) days of receipt by the carrier and a copy of which will be sent simultaneously with the confirmation to LE JOUET SIMPLE.

Failing this, the Products will be considered as accepted without reservation by the Customer.

4.1.4 – Packaging and pallets

The Products are delivered on standard pallets, it being specified that Products ordered in quantities less than the full pallet are grouped on a multi-product pallet.

Pallets are exchanged number for number in their quantity, otherwise they will be invoiced.

4.2 – Reception

Without prejudice to the arrangements to be made by the Customer with respect to the carrier as described in Article 4.1.3, in the event of apparent defects or missing items, any claim, whatever its nature, relating to the Products delivered, will only be accepted by LE JOUET SIMPLE if it is made in writing, by registered letter with acknowledgment of receipt, within three (3) days of receipt of the Product concerned. 

It is the Customer's responsibility to provide all justifications regarding the reality of the defects or missing items noted. Under no circumstances may the Customer demand the return of Products that do not correspond to the criteria that he has been able to establish by any means whatsoever, unless these have been expressly accepted in writing by LE JOUET SIMPLE.

No return of Products may be made by the Customer without the express prior written consent of LE JOUET SIMPLE, by fax or email. The Customer must provide LE JOUET SIMPLE with the traceability of the disputed Product: the batch number, the weight, the number of pieces concerned and a photograph.

Return costs will only be borne by LE JOUET SIMPLE in the event that an apparent defect, or missing items, are actually noted by LE JOUET SIMPLE or its agent.

Only the carrier chosen by LE JOUET SIMPLE is authorized to return the Products concerned.

When, after inspection, an apparent defect or a missing item is actually noted by LE JOUET SIMPLE or its agent, the Customer may only ask LE JOUET SIMPLE to replace the non-compliant Products and/or the supplement to be provided to make up for the missing items at LE JOUET SIMPLE's expense, without the Customer being able to claim any compensation or cancellation of the order. 

The unconditional acceptance of the Products ordered by the Customer covers any apparent and/or missing defect. In addition, if the conditions provided above are not respected, the Products will be considered as accepted without reservation by the Customer.

The claim made by the Customer under the conditions and according to the terms described in this article does not suspend payment by the Customer for the Products concerned.

LE JOUET SIMPLE cannot be held liable under any circumstances for events occurring during transport, destruction, damage, in particular for failure to store at the correct temperature, loss or theft, even if LE JOUET SIMPLE has chosen the carrier.

4.3 – Suspension of deliveries

In the event of non-payment in full of an invoice due, after formal notice has remained without effect within two (2) days, LE JOUET SIMPLE reserves the right to suspend any current and/or future delivery.

4.4 – Price

In mainland France, prices are free shipping for any amount over €350 excluding VAT. Any amount below this amount will incur a shipping charge.

In other European countries, prices are free shipping for any amount over €1,200 excluding VAT. Below this amount, delivery charges will be added.

ARTICLE 5 – FINANCIAL CONDITIONS

5.1 – Prices

The prices of the Products sold are those agreed in the commercial proposal signed and accepted by the Customer.

 Prices are expressed in euros and calculated excluding tax (HT). Consequently, they will be increased by the VAT rate and shipping costs applicable on the day of the order.

5.2 – Payment conditions

 Payment is made by bank transfer to the following address:

THE SIMPLE TOY.SAS

CREDIT COOPERATIF ANNECY

42559 - 10000 - 08024984293 - 12

IBAN: FR76 4255 9100  0008 0249 8429 312

BIC: CCOPFRPPXXX

For any first order, payment of the total amount is required on the invoice issue date. For any restocking, the invoice is payable to LE JOUET SIMPLE by the Customer thirty (30) days from the invoice issue date.

Under no circumstances may the Customer settle the sums due to LE JOUET SIMPLE by compensation, except with the prior written agreement of LE JOUET SIMPLE.

No discount is granted for advance or early payment. 

5.4 – Default or delay in payment

In the event of late payment of all or part of the Products delivered on the day of receipt, the Customer must pay LE JOUET SIMPLE a late payment penalty equal to three times the legal interest rate. The legal interest rate used is that in effect on the day of delivery of the goods. This penalty is calculated on the amount including tax of the sum remaining due, and runs from the due date of the price without any prior formal notice being necessary.

In addition to late payment compensation, any amount, including the deposit, not paid on its due date will automatically result in the payment of a fixed compensation of 40 euros due for recovery costs. However, in the event that the recovery costs incurred exceed 40 euros, LE JOUET SIMPLE may request additional compensation, upon justification.

In the event of non-payment, LE JOUET SIMPLE reserves the right to suspend all deliveries until full payment of all outstanding invoices or to cancel current orders.

Similarly, in the event that the Customer places an order without having paid for the previous order(s), LE JOUET SIMPLE may refuse to honor the order and deliver the goods concerned, without the Customer being able to claim any compensation, for any reason whatsoever.

In any event, in the event that a Customer's financial situation presents a risk for the recovery of LE JOUET SIMPLE's debts, or if the order comes from a Customer who has not fulfilled all of his obligations resulting from previous transactions, LE JOUET SIMPLE reserves the right to demand payment before delivery, to reduce the payment deadlines provided for in these General Terms and Conditions or to demand any payment guarantees deemed necessary. In the event of failure to obtain such guarantees, for any reason whatsoever, LE JOUET SIMPLE reserves the right to cancel current orders.

ARTICLE 6 – RESERVATION OF OWNERSHIP

LE JOUET SIMPLE retains ownership of the Products delivered until full payment of the price in principal, costs and accessories; failure to pay any of the due dates may result in the reclamation of any Product delivered to the Customer which is in stock at the Customer's premises. However, from the time of delivery, the Customer assumes responsibility for the custody and preservation of the Products and therefore for any damage that these goods may suffer or cause.

The simple delivery of a title creating an obligation to pay does not constitute payment within the meaning of this clause, the original claim of LE JOUET SIMPLE on the Customer remaining with all the guarantees attached to it, including the retention of title until said payment obligation has been fulfilled.

However, the Customer is authorized to resell the Products delivered within the framework of its commercial activity. In the event of resale of the Products, the ownership right of LE JOUET SIMPLE automatically transfers to the Customer's claim against the sub-purchaser. The Customer may not pledge the Products or transfer ownership as security. Any deferrals of due date granted will be subject to the same retention of title. In the event of seizure or attempted seizure by a third party, the Customer undertakes to mention the right of ownership and to notify LE JOUET SIMPLE without delay. All costs incurred by the implementation of the retention of title clause will be the sole responsibility of the Customer.

 

ARTICLE 7 – WARRANTY AGAINST APPARENT AND HIDDEN DEFECTS

The Products must be checked by the Customer upon delivery, and any claim, reservation or dispute relating to missing items and apparent defects must be made under the conditions set out in Article 4 hereof.

The reporting of defects existing at the time of delivery, and revealed after receipt of the Products, must be made by the Customer in writing within three (3) days following the date on which the lack of conformity was discovered. After this period, no reporting will be taken into account.

No action for non-conformity may be taken by the Customer more than three (3) days after delivery of the Products.

It is expressly agreed by the Customer's acceptance of these General Terms and Conditions that, after the expiry of this period, the Customer may not invoke the non-conformity of the Products, nor oppose this in a counterclaim to defend itself in the event of a debt recovery action brought by LE JOUET SIMPLE. 

LE JOUET SIMPLE guarantees that the Products delivered comply with the order and that the composition of the Products complies with the declaration of ingredients appearing on the packaging, where applicable, in accordance with French law. LE JOUET SIMPLE cannot be held responsible for damage to the Products on the Customer's premises, the latter being responsible for the custody and liability of the Products.

In any event, it is specified that the guarantee will not apply in the event of poor handling and/or storage conditions of the Products: in this respect, it is specified that the Products must be stored in healthy, closed, temperate warehouses, protected from dust, water damage, bad weather, insects, rodents and harmful birds, without this list being exhaustive.

Under the warranty, LE JOUET SIMPLE will be required to replace, free of charge, defective Products, without the Customer being able to claim damages, for any reason whatsoever.

 

ARTICLE 8 – RETURNS

Any return of Products is subject to the prior written consent of LE JOUET SIMPLE. Products whose return has been accepted must be returned in good condition and in their original packaging. The Customer may not use a return of Products as a pretext to refuse or defer payment of invoices owed to LE JOUET SIMPLE. In the case of return of Products claimed to be defective, they will be replaced or repaired free of charge if, after verification, it turns out that the defect is due to a manufacturing fault. If not, the repair costs will be invoiced to the Customer. In the latter case, LE JOUET SIMPLE will send the Customer by mail or email, the reasons for its refusal to replace or repair the goods. LE JOUET SIMPLE will not accept any return of Products not sold by the Customer. The deposit on LE JOUET SIMPLE Products is intended for end consumers and does not apply to store returns under any circumstances.

 

ARTICLE 9 – PRODUCT RECALL 

Subject to the reimbursement of their price to the Customer, LE JOUET SIMPLE reserves the right to recall the Products without having to compensate the Customer, unless otherwise agreed in advance. The Customer is responsible for executing orders for the immediate withdrawal of the Products from its distribution network.

 

ARTICLE 10 – INSURANCE – LIABILITY

THE CUSTOMER IS SOLELY RESPONSIBLE FOR ANY DAMAGES, DIRECT AND INDIRECT, WHICH MAY BE CAUSED BY THE USE OF THE PRODUCTS.

In order to cover these risks, the Client declares that he is validly insured with a notoriously solvent insurance company.

Under no circumstances can LE JOUET SIMPLE be held liable for any intangible damages such as loss of profit, production, operation, etc. caused to the Customer.

However, in the event of a recall or withdrawal of Products linked to the discovery of a risk or danger for consumers, LE JOUET SIMPLE will assume the consequences and declares that it is insured for this risk.

The Customer waives all recourse against LE JOUET SIMPLE to obtain compensation for the financial consequences of any damage caused to third parties and will indemnify LE JOUET SIMPLE against all claims from third parties linked, directly or indirectly, to the execution of the order.

In any event, in other cases where the liability of LE JOUET SIMPLE could be sought in accordance with the provisions of this article, the liability of LE JOUET SIMPLE is strictly limited to foreseeable damage within a ceiling equivalent to the amount excluding tax of the sums received for the disputed order.

 

ARTICLE 11 – FORCE MAJEURE

LE JOUET SIMPLE cannot be held liable for any delay or contractual breach resulting from a case of force majeure.

The performance of the obligations incumbent on LE JOUET SIMPLE will be suspended by the occurrence of an event constituting force majeure within the meaning of the case law of the French courts. 

A case of force majeure is any event beyond the control of LE JOUET SIMPLE and hindering its normal operation, including but not limited to: labor dispute, total or partial strike at LE JOUET SIMPLE or its suppliers or service providers, carriers, post offices, public services, unavailability of raw materials or energy, interruption of means of communication, mandatory injunction from public authorities, operating accidents, machine breakdown, war, earthquake, fire, lockout, epidemic, pandemic, embargo, confinement or any event beyond the control of LE JOUET SIMPLE resulting in partial or total unemployment at LE JOUET SIMPLE, or at its own suppliers.

In such circumstances, LE JOUET SIMPLE will notify the Customer, in writing, within five (5) days of the date of occurrence of the events, that the obligations binding LE JOUET SIMPLE and the Customer are suspended automatically, without compensation, from the date of occurrence of the event.

If the event were to last more than thirty (30) days from the date of its occurrence, the obligations binding LE JOUET SIMPLE and the Customer may be terminated by the most diligent Party without either Party being able to claim the award of damages.

 

ARTICLE 12 – INTELLECTUAL PROPERTY

The intellectual property rights relating to the Products, in particular the trademarks registered by LE JOUET SIMPLE and/or the name of the Products as well as the models are and remain the exclusive property of LE JOUET SIMPLE. The commercial relations established between LE JOUET SIMPLE and the Customer do not give the Customer any rights over the creations and industrial property titles of LE JOUET SIMPLE. These General Terms and Conditions do not in any way imply the transfer of intellectual property rights relating to the Products to the Customer.

Consequently, the Customer is prohibited from reproducing and/or using, for any purpose whatsoever, and/or creating confusion with the name “LE JOUET SIMPLE” and/or any trademark, Product name and/or distinctive sign held by LE JOUET SIMPLE.

The Customer undertakes not to infringe in any way whatsoever the intellectual and industrial property rights held by LE JOUET SIMPLE on the brands and the Products themselves.

LE JOUET SIMPLE reserves the right to change the technical characteristics of the products supplied without prior notice to the Customer.

 

ARTICLE 13 – APPLICABLE LAW – DISPUTES

These general conditions are subject to French law.

IN THE EVENT OF A DISPUTE AND AFTER AN ATTEMPT TO SEEK AN AMICABLE SOLUTION, EXPRESS JURISDICTION IS ASSIGNED TO THE COMMERCIAL COURT OF PARIS, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY APPLICATIONS, EVEN FOR EMERGENCY PROCEDURES OR CONSERVATORY PROCEDURES, IN SUMMARY PROCEEDINGS OR ON REQUEST.