(Applicable to professionals)
Article 1 – Purpose
The purpose of these General Terms and Conditions is to define the terms and conditions by which DIROY offers and sells its products to its distributor or professional customers (hereinafter referred to as the «Buyer»).
Article 2 – Application
Any order or sale is subject to these terms and conditions, which the buyer declares to accept without reservation. These General Terms and Conditions prevail over the documents that may have been communicated by the Buyer, including in particular the Buyer’s general conditions of purchase. Any waiver or clause to the contrary will only be valid if it has been expressly accepted in writing by our company.
Article 3 – Order
Article 3.1 – Quote validity
Unless otherwise specified in the price offer, quotes given by DIROY are valid for three months from the date of issue.
Article 3.2 – Confirmation
Any order placed by the Buyer directly or through our sales representatives are only binding once they have been confirmed by DIROY and exclusively according to the terms of this confirmation. The Buyer is obliged to verify the sent confirmations, after a period of 48 hours no modification or cancellation can be taken into account. The first order from a new Buyer must be accompanied by the duly completed account opening form provided by DIROY as well as complete bank account details, in order to open an account.
Article 3.3 – Modification – Cancellation
Any order modification must agreed to by DIROY who will then address a complementary or modifying offer indicating the new or modified requests and the price relating to these modifications. Any order cancellation will be taken into consideration only after receipt of DIROY’s written agreement. The accepted cancellation will generate a compensation invoice corresponding to 10% VAT of the total amount of the order.
Article 3.4 – Price
Our prices do not include recycling fees and taxes, generation or modification of any taxes and/or customs duties will be automatically passed on. The indicated prices are those based on the economic conditions on the day of the quote and can be revised in case of fluctuations of more than 5% of the components of the cost price intervening between the order and the delivery. The price invoiced will be the one in force at the time of delivery, excluding taxes, ex works and transport costs in addition, (the conditions for free delivery in Metropolitan France are specified in our tariffs). To complete the order, even if it has been accepted, DIROY reserves the right to request a partial or total deposit, cash payment on delivery or guarantees. DIROY may grant discounts and allowances to the Buyer, based on quantitative or qualitative criteria.
Article 4 – Delivery
Article 4.1 – Delivery time
The delivery times indicated on the order confirmation are given for information only and have no contractual value: any delay in delivery may not cause the possibility to cancel the sale, refuse the goods or claim damages and interests. DIROY will not be liable for any prejudice resulting from this delay. Any modification by the Buyer of the delivery date of an order within 8 days before the delivery date initially provided will result in storage costs up to € 10 per m3 per indivisible month.
Article 4.2 – Force majeure
Cases of force majeure and unforeseen events (such as strikes, machine failure, supply difficulties, fire, …), as well as any event beyond the control of DIROY and hindering, fully or partially, either production or supply of the goods mentioned in the order are deemed to render the order unenforceable. DIROY will keep the Buyer informed, in a timely manner, of the events listed above: the quantities ready to be delivered at the time of the event, must be accepted by the Buyer. Force majeure and acts of government give our company the right to terminate all or part of any order or to suspend its execution without notice or compensation.
Article 4.3 – Dispatch
The Buyer can choose for delivery either by sending the goods to the place of delivery agreed, or by making them available at DIROY factories. If the Buyer wishes for the goods be delivered to the end customer by DIROY, then the Buyer must send all the information necessary to DIROY (including name and delivery address of the end customer). All goods travel at the risk of the recipient, even when sold carriage paid. In the event of damage or missing items, it is the responsibility of the recipient to formulate in writing precise reservations on the carrier’s bill of lading, then to confirm the deficiencies noted by registered letter with acknowledgment of receipt, within 3 days of delivery to the same carrier, with DIROY in copy. Under no circumstances is DIROY liable for replacement costs due to damage or theft during transport. The Buyer also undertakes to check the accessibility of the delivery location by wide body (semi-trailer or trailer truck) on the scheduled delivery date. In case of missing items, DIROY can not be responsible for additional transport costs generated (redelivery), which will be charged to the Buyer.
Article 5 – Guarantee
For the duration of the warranty, DIROY undertakes to repair or replace with an identical or equivalent product based on how their offerings change, a product recognised as defective due to a manufacturing or material defect, subject to exclusions defined in the following point. This repair or replacement does not give right to an extension of the original warranty.
Article 5.1 – Warranty conditions
DIROY offers a contractual warranty in addition to the legal warranty on some of these products: Mattresses are guaranteed for 7 years with an option to extend to 10 years. The buyer will only be awarded this additional warranty only after registering it on the website of the company (www.diroycom) or by return mail within eight days from the delivery. The corresponding invoice must be kept by the buyer and produced for any warranty activation. Fixed bed bases with flexible, rigid, spring or electrically adaptable slats are guaranteed for 5 years if the recommended number of feet and height are respected. Accessories and electrical components (motors, remote controls …) are guaranteed for 2 years. For mattresses, this warranty implies use on a slatted or upholstered frame in good condition. In any case, the warranty does not cover deteriorations that may come from abnormal use (folded mattress, mattress placed on the ground, mattress not compatible with the features of an adjustable bed base …), an accident, a case of force majeure, alterations or conversions made to the products, or normal wear and tear. Also excluded from the warranty are products with a maintenance defect, stains or dirt, and / or having been subjected to a high moisture content. Storage of compressed and rolled mattresses must not exceed 3 months. Beyond this, DIROY cannot be held responsible for problems noted. The character of the mattress is guaranteed against any abnormal sagging. The covering fabric, the handles and all elements whose stability is related to the conditions of use are excluded from the mattress warranty.
Article 5.2 – Tolerances
The NF EN 1334 standard allows a tolerance of -20 + 0mm in length and width, and ± 10mm in thickness compared to the dimensions of your mattress and a tolerance of -10 -40 mm in length and -5 -20 mm in width compared to the dimensions of your bed base (example: a 140x190x25 cm mattress can actually be 138x188x24 cm). The density of polyurethane foam mattresses is expressed in terms of gross casting value; in net value, this density is lower by 2 Kg, and complies with the NF EN ISO 845 standard. The firmness scale indicated on our data sheets is given as an indication. The firmness of our foam mattresses allows a tolerance of ± 15% according to the NF EN ISO 3386-1 standard. During the first months of use of a mattress, it is normal to note a slight compression of padding materials that does not affect comfort or longevity. This effect will be limited by following the instructions for use. The exhaustive warranty conditions are included in the warranty certificate accompanying all mattresses and bed bases delivered to the Buyer by DIROY. In general, no claim concerning the densities and hardness of foams will be taken into account after these have been implemented. Furthermore, the dimensions and colours of the foam blocks are indicative, not guaranteed and can be modified without notice.
Article 5.3 – Claim
The Buyer undertakes to receive and process all possible claims from the end customers to whom the products are supplied. Missing items in the recipient’s delivery (end customer or Buyer) of DIROY products must be the subject of a claim as described in Article 4-3 within 3 days of delivery; after this period, the redelivered products will be invoiced. Complaints about apparent defects or non-compliance of the delivered product with the ordered product must be formulated by registered letter with acknowledgment of receipt within 8 days after receipt of the goods. In the event of a claim from an end customer concerning DIROY products, the Buyer will make a first examination to ensure that it falls within the legal or contractual warranty of DIROY. If this is the case, the Buyer will send by email or any other means as soon as possible, a completed After Sales Service request, accompanied by the original invoice showing the date of purchase and photos of the defective product which justify the defect found. Upon receipt, DIROY will send to the Buyer an email of acceptance or refusal of the assumption of responsibility of the After Sales Service, after inspection. Any warranty claim may require the submission of additional documents justifying non-compliance. In all cases of justified claim, DIROY will arrange for the recovery of the goods with the Buyer. DIROY’s warranty will be limited to the replacement or repair of the goods, to the exclusion of any other benefit or compensation (damages…). Defective products must be returned in a suitable packaging and in a state of cleanliness free of all soiling. If, after examination of the disputed product, DIROY considered that it was not covered by the warranty, DIROY will invoice the Buyer for the price of the replacement product. In the event of acceptance under the warranty, DIROY will deliver to the Buyer a replacement product, which it will be up to the Buyer to deliver to the end customer if necessary. Finally, DIROY will invoice the delivered replacement product if the Buyer has not returned the defective product requested for examination.
Article 6 – Invoicing
Article 6.1 – Retention of title clause
By agreement between the parties, sales of goods are subject to the retention of title clause (Law No. 80.335 of 12 May 1980); the goods delivered remain our exclusive property until full payment of the price. However, the risks are transferred upon delivery. Bills of exchange any other security creating an obligation to pay do not constitute a payment as defined by this clause. The Buyer is authorised, as part of normal company operations, to resell the goods delivered under the conditions referred to in Article 1; but he/she may not pledge or transfer the property as security. They are also immune from seizure. In the event of resale, the Buyer agrees either to pay the portion of the price remaining due immediately, or to notify us immediately to allow us to exercise our right to claim on the price to the third party buyer. Resale authorisation is withdrawn automatically and immediately in case of termination of payments, or late payment by the Buyer.
Article 6.2 – Payment
Unless otherwise agreed in writing between the parties, the payment of the goods shall be made in cash upon receipt of invoice. The cash payment of an invoice will not give rise to any discount for early payment. By express agreement, unless a timely request for postponement is made and granted by us, the non-payment of our invoices by the deadline will result in:
- The payment of a contractual late interest equal to 3 times the legal interest rate. In the event of late payment, the Buyer shall pay late payment interest calculated from the due date of the invoice to the date of actual payment. He/she must also pay a late fine of € 40 (Article L.441-6).
- The immediate payment of all amounts due, regardless of the scheduled payment.
- Compensation as damages and penal clause, compensation equal to 15% of sums due in addition to contractual interest and any legal costs.
- The ability to cancel all pending orders.
Article 7 – Conditions of resale on the internet
The ranges of products sold by DIROY may be different depending on the distribution channel by which the Buyer plans to sell them. The conditions of resale on the internet of DIROY products are expressly strictly regulated, particularly with regard to pricing policies. It is therefore up to the Buyer to inform DIROY of its distribution channel. When the Buyer resells products via the internet, he undertakes to comply with the standards and prescriptions of DIROY, failing which DIROY may suspend any order from the Buyer.
Article 8 – Intellectual property
Any representation, reproduction in whole or in part of any of DIROY’s trademarks or other photographic or graphic documents of its products, in any form whatsoever and by any means, made without the written consent of DIROY, is unlawful. If granted, representation and reproduction must be done in strict compliance with the conditions imposed by DIROY. As such, the Buyer is authorised to use the brands, logos and names of DIROY products only for the purposes of the promotion and sale of these products. Reproduction of these elements must conform in all respects with those transmitted by DIROY. In addition, the Buyer undertakes to respect the intellectual property rights attached to these elements and to use them only for the sole purpose of resale to end customers.
Article 9 – Termination
In the event of default by the Buyer, all agreements and orders may be terminated by DIROY, in whole or in part, automatically after notice to the Buyer by registered letter with acknowledgment of receipt remained ineffective for one (1) month, or without notice in case of serious misconduct making it impossible to continue the relationship, without prejudice to any damages that DIROY could claim.
Article 10 – Attribution de jurisdiction
By express agreement, the Commercial Court of Strasbourg has exclusive jurisdiction over all disputes that arise between the parties in connection with their commercial relations, regardless of the place of delivery, the method of payment accepted and even in the event of a warranty claim or multiple defendants.