General Terms and Conditions of Sale (GTCS) – Professional Clients (B2B) – Export
Applicable to all countries outside the European Union, the Principality of Monaco and the Principality of Andorra
1. Seller Identification
JYA COEO, a simplified joint-stock company, with a capital of €3,000, whose registered office is located at ld mas de campelle, route de mandagout, 30120 le vigan, registered with the Nîmes trade and companies register under number 883 053 878 and VAT number FR78883053878 (hereinafter referred to as the "Seller").
2. Enforceability – scope of application – definition of the client
2.1. These General Terms and Conditions constitute the sole basis for commercial negotiation and apply to any sale concluded with a professional client when the country of delivery, installation, use or marketing of the products is located outside the European Union, the Principality of Monaco, and the Principality of Andorra.
2.2. Definition of the professional client. A "professional client" is considered to be any buyer acting in the course of their professional activity, including: (i) the end-user professional; (ii) any legal person or entity purchasing on behalf of a company, including when the purchase is not made for strictly professional use.
2.3. These General Terms and Conditions apply to any sale concluded via:
· The Seller's website;
· A quote or purchase order;
· Trade fairs, exhibitions or professional events;
· Any other distribution channel.
2.4. Any purchasing condition of the client is not enforceable against the Seller, unless there is a prior written agreement.
2.5. Any deviation from the T&Cs must be expressly accepted by the Seller.
3. Products – pre-contractual information
The descriptions (features, visuals, instructions, accessories, materials…) are provided for informational purposes only. The Seller may evolve the products to incorporate technical or regulatory modifications.
The customer is responsible for verifying the suitability of the products for their needs and the applicable standards/rules in the country(ies) of delivery, installation, use, or marketing.
4. Prices – rates – revisions – taxes / customs – VAT – specific areas
4.1. Prices are quoted in euros excluding VAT, excluding delivery, insurance, installation or additional services.
4.2. The applicable rate is the one in effect on the date of order confirmation.
4.3. In the event of a price increase applicable before delivery, particularly if the delay exceeds one (1) month, the customer may cancel the order if the new price is unfavourable to them.
4.4. Customs duties, import taxes, local VAT, customs clearance/transit/inspection/storage fees, and any costs related to importation, customs passage, or local requirements are the sole responsibility of the customer, with no recourse against the Seller. No refund is due in the event of import refusal, blockage, seizure, destruction, or administrative return.
4.5. Export outside the customs territory of the Union – invoicing excluding tax – supporting documents – VAT regularisation. When, at the request of the customer, the sale is invoiced excluding tax (net) for the purpose of an export (goods dispatched/transported outside the customs territory of the European Union), the exemption from VAT is subject to the reality of the departure and the possession of conclusive supporting documents. At the first request of the Seller, the customer agrees to provide the required supporting documents.
4.5.1. Transport at the client's expense/initiative. When the client arranges or bears all or part of the transport and/or transit, they are responsible for the organisation and/or cost of the transport and transit, as well as any customs clearance formalities and fees, export, documents, inspections, and local taxes.
4.5.2. Required documents – non-exhaustive list. The client agrees to provide the Seller, by any means allowing for proof and a certain date, no later than the 10th day of the month following the shipment/delivery (and at the Seller's first request) the documents necessary to establish the export and the exit from the customs territory of the union, such as, in particular:
· Export declaration (SAD) and/or exit message/certificate (proof of exit from the customs system) ;
· Transport document (CMR or equivalent), bill of lading (b/l) or air waybill (AWB);
· Proof of delivery / POD (receipt) signed;
· Carrier's invoice, transport contract, transport insurance certificate;
· Any document required by the customs/administrative authorities certifying the actual departure.
4.5.3. Lack of supporting documents / challenge to the exemption. In the absence of sufficient supporting documents being provided within the above deadlines, or in the event of a challenge (total or partial) to the exemption by the competent authority, the client agrees that French VAT will be applied retroactively: the Seller may issue a corrective invoice including VAT at the applicable rate, and the client undertakes to pay it immediately, without prejudice to any other fees, penalties or interest that may be due.
4.6. Areas with logistical constraints (islands, specialised access, etc.). All additional costs (maritime/air freight, handling, port/airport passages, shuttles, redelivery, storage, specific formalities, etc.) are the responsibility of the client. No firm deadline is guaranteed; no compensation/penalty can be claimed due to logistical constraints, weather conditions, strikes, service disruptions, or formalities.
5. Orders (site / quotes / fairs)
5.1. Via quote: order formed upon receipt of the signed quote.
5.2. Via the website: automatic validation does not constitute a firm acceptance. The order is only definitive after written confirmation from the Seller and actual payment has been received.
5.3. The Seller may refuse an order in the event of a prior dispute, non-payment, suspicion of fraud, unavailability, or obvious error.
6. Delivery times
6.1. The deadlines are indicative.
6.2. Delays related to international transport, customs, inspections, local procedures, or any event beyond the Seller's control cannot result in cancellation, penalties, or compensation.
6.3. The Seller is not responsible for delays caused notably by: import restrictions, customs clearance or customs blockage; war, riots, political instability; shortages of raw materials; transport disruptions, strikes, blockades; any case of force majeure. In these cases, the Seller may suspend or cancel the order.
7. Delivery – risks – reservations
7.1. Goods always travel at the customer's risk and peril, notwithstanding the retention of title clause, including when the shipment is made carriage paid. The customer must check the completeness of the goods — products and packaging — upon receipt.
7.1.1. In the absence of detailed, precise, and specific reservations noted on the delivery note and the waybill, the delivery shall be deemed compliant and accepted without reservation.
7.1.2. The client agrees to take clear and dated photographs of the visible damage before any handling.
7.1.3. Any reservations must be noted on the delivery note and the waybill, and then confirmed by registered letter to the carrier and the Seller within three (3) days following delivery. After this period, the goods will be deemed irrevocably accepted.
7.1.4. The client must hold the carrier liable before any recourse against the Seller.
7.2. Any complaint regarding the conformity of the goods with the order must be addressed to the Seller and the carrier by registered letter with acknowledgment of receipt, within a maximum period of three (3) days from the date of receipt.
7.3. Storage fees in the event of delivery postponement
If the customer places an order and pays all or part of the amount, but requests to postpone the delivery, shipping, or collection date, and this postponement exceeds two (2) months from the initially scheduled or announced date, JYA COEO reserves the right, at its sole discretion, to charge storage fees.
These fees are set at a flat rate of €100 excluding VAT per month, with any month commenced being payable in full.
The storage fees are payable before the delivery or actual collection of the order.
In the absence of payment of the said fees within a reasonable time, COEO may:
- either suspend the delivery,
- either cancel the order,
- and retain the deposits received as a fixed compensation, without prejudice to any other damages and interests that COEO would be entitled to claim.
8. Returns
No returns without prior written agreement from the Seller.
Any exceptional return accepted is made at the customer's expense, risk, and under their responsibility (return transport, insurance, customs, and taxes).
A credit note may be issued after a quality check. Compliant returns: flat fee of £150 excluding VAT.
No returns for spare parts.
In the event of refusal of the parcel, non-collection or customs blockage, no refund is due.
9. Retention of title (all sums due)
9.1. The transfer of ownership of goods and supplies is subject to the effective and full payment of all amounts due by the client, both principal and accessory, including in particular: the price, transport/shipping/delivery costs, customs duties, import taxes, customs clearance fees, handling/transit fees, penalties, late interest, and any other charged fees. Payment is only deemed to have been made upon full collection; the handing over of a bill of exchange, LCR, or any other title does not constitute payment in itself.
9.2. During the retention of title period, the customer is responsible for the goods, their loss or any damage that may be caused to them and/or that they may cause.
9.3. In the event of non-payment by the due date of any sum owed, the sale may be resolved by operation of law after a formal notice has remained unsuccessful. The customer shall return the goods to the Seller at their own cost and risk. The goods in the possession of the customer are presumed to be those that remain unpaid. In the event of collective proceedings, the Seller may claim the goods or their resale price.
9.4. In the event of resale of unpaid equipment, the Reseller undertakes to assign to the Seller its claim against the end buyer and to notify this assignment. If the claim is extinguished before transfer, the retention of title automatically applies to the amounts received in respect of the resale.
10. Payments (b2b)
10.1. Deadlines set according to creditworthiness assessment.
10.2. Delay: penalties + flat-rate recovery fee of €40; any banking incident: re-invoicing of €10.
10.3. Early enforceability in the event of non-payment.
10.4. Accepted methods: bank transfer, direct debit, credit card. No cheques.
11. Commercial guarantee – b2b guarantee
The warranty conditions are defined on the product sheet or the quote. Normal use, proper installation, required maintenance.
Exclusions: normal wear and tear, corrosion, overheating, unapproved interventions, transport damage, non-compliance with local standards.
After-sales procedure: via contact@coeo-design.com (photos, serial number, invoice).
For export, the costs of international transport, customs and taxes related to after-sales service remain the responsibility of the customer, unless otherwise agreed in writing.
12. Installation – usage – local compliance (electrical & gas)
The customer agrees to carry out an installation in accordance with the instructions, to comply with applicable local standards, and to ensure regular maintenance. Any non-compliance may void the warranty.
12.1. Electrical products: the customer is solely responsible for checking compatibility (voltage, frequency, plug, earthing, protections, certifications) and for complying with the installation/control regulations of the country of use.
12.2. Gas products: the customer (professional, user or not) acts as the responsible importer and assumes the verification of the import/use authorisation, compliance with local gas standards, installation by a qualified professional when required, as well as leak tests, checks, inspections and any necessary certifications.
12.3. Gas conversions: any conversion or modification (injectors, regulator/fittings, accessories) must be carried out by a certified technician in accordance with local law. Any modification not validated in writing by the Seller excludes any warranty.
12.4. Exclusions and Limitation of Liability: damages related to inappropriate pressure, unapproved accessories, non-compliant installation, lack of ventilation, or any use contrary to local regulations are excluded from any warranty and liability of the Seller. The Seller is not liable for administrative or financial consequences (fines, inspection fees, compliance costs, customs refusal/seizure/destroy).
13. Spare parts
Availability subject to stock. Compatibility to be checked by the customer.
No returns for spare parts, except with prior written agreement.
14. Responsibility
The Seller's liability is limited, at the Seller's discretion, to the repair, replacement, or refund of products recognised as defective.
Excluded are: loss of earnings, indirect damages, as well as any damage resulting from non-compliance with local compliance obligations (notably export, gas/electric).
15. Personal data
The Seller processes the personal data necessary for the execution of the contract. The customer has the rights of access, rectification, erasure, objection, and portability under the conditions of the applicable regulations.
16. Use of trademarks, content, domain names – prohibition of imitation and non-infringement
16.1. Prohibition of use, reproduction, publication or adaptation of the Seller's trademarks, logos, visuals, texts, videos, notices, brochures, drawings, diagrams, websites and materials without prior written permission.
16.2. Absolute prohibition on registering, purchasing or using any domain name containing or imitating the trademarks: coeo, quatro, trio, bbk lab, nomad, nomads, alto, contact, or any spelling variant or combination.
16.3. Prohibition of reproduction / imitation / competition: the client is prohibited from reproducing, imitating, having manufactured, marketing or promoting products or content that may create confusion with coeo, its products or its brand, or that may constitute unfair competition/parasitism.
16.4. Non-infringement: the client is prohibited from any communication, publication or action that may harm the image, reputation, notoriety or rights of coeo. Upon simple request from the Seller, the client agrees to immediately remove any contentious content.
16.5. Sanctions – indemnification: any breach constitutes a serious fault and entitles the Seller to terminate the business relationship, demand the immediate withdrawal/deletion of the content, and claim all damages. The client shall indemnify the Seller against any claims, losses, damages, fines, or costs (including legal fees) resulting from a breach.
17. Force majeure
Force majeure cases suspend the execution of obligations. They notably include acts of authority, regulatory changes, embargoes/sanctions, port blockages, enhanced customs controls, transport restrictions, strikes, and natural disasters.
18. Applicable law – competent jurisdiction – language
18.1. These General Terms and Conditions are governed by French law, regardless of the country of delivery or the client's establishment.
18.2. Any dispute shall be subject to the exclusive jurisdiction of the courts in the jurisdiction of the Seller's registered office.
18.3. These General Terms and Conditions are written in French, which is the only authoritative version. Any translation is for informational purposes only.
19. Acceptance – sales at trade shows
19.1. The placing of an order constitutes unconditional acceptance of these General Terms and Conditions.
19.2. Sales concluded at trade shows, fairs, and professional events are deemed firm, final, and non-cancellable, unless otherwise agreed in writing by the Seller. Any order taken at a trade show commits the client to pay the full amount under the agreed conditions.