General Terms and Conditions of Sale (GTCS) – Professional Customers (EU + Monaco + Andorra)

Applicable throughout the European Union, in the Principality of Monaco and in the Principality of Andorra

(B2B Document – sales to professionals, including when the purchase is made by a legal entity for non-strictly professional use)

1. Seller Identification

JYA COEO, a simplified joint-stock company, with a capital of €3000, 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").

The present T&Cs apply to all sales made by the Seller to professional Clients located:

• in all the Member States of the European Union,
• in the Principality of Monaco,
• in the Principality of Andorra.

2. Enforceability – Territorial Scope

2.1. These General Terms and Conditions constitute the sole basis for commercial negotiation throughout the EU area + Monaco + Andorra.

2.2. They apply to any sale concluded via:

• the Seller's website;
• a quote or order form;
• trade fairs, exhibitions or professional events;
• any other distribution channel.

2.3. Any purchasing condition of the Client is not enforceable against the Seller, unless there is a prior written agreement.

2.4. 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 Client is responsible for verifying the suitability of the products for their needs and local standards (EU / Monaco / Andorra).

4. Price – Rates – Revisions

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 Client may cancel the order if the new price is unfavourable to them.

4.4. For Clients outside the EU (Monaco, Andorra), any potential customs, import or local tax costs are the responsibility of the Client.

4.5. Sales outside France – Invoicing excluding VAT – Transport, evidence and VAT adjustment When, at the Client's request, the sale is invoiced excluding VAT (HT) for (i) an intra-community delivery (goods dispatched/transported from France to another Member State) or (ii) an export (goods dispatched/transported outside the European Union), the VAT exemption is subject, in particular, to the actual transport/shipment outside France and the possession of valid supporting documents.

(a) Transport at the Client's expense/initiative. When the Client organises or bears all or part of the transport outside the French borders (and, where applicable, until leaving the customs territory of the Union), the Client agrees to bear the cost of:

• the organisation and/or the cost of transport and transit;
• the formalities and potential costs of customs clearance, export, documents and local taxes.

(b) Required documents – non-exhaustive list. The Client agrees to provide the Seller, by any means allowing proof and a certain date, no later than the 10th day of the month following the delivery (and at the Seller's first request) the documents necessary to establish the shipment/transport outside of France, such as, without this list being exhaustive:

• signed CMR consignment note (or equivalent transport document);
• bill of lading (B/L) or air waybill (AWB);
• proof of delivery / POD (receipt) signed;
• carrier's invoice, transport contract, transport insurance certificate;
• for an export outside the EU: proof of exit (e.g. export declaration and/or message/certificate of exit from the customs system) serving as the justification for leaving the customs territory of the Union.

(c) Billing mentions. The Client acknowledges that the invoices excluding VAT may include, as applicable, a mention of exemption (e.g. "VAT Exemption – intra-community delivery" / "VAT Exemption – export") and, for intra-community transactions, the Client's VAT identification may be required for the application of the exemption scheme.

(d) 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 may 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. Special mention – DROM / COM (Departments and Regions of Overseas France and Overseas Collectivities) Sales of goods made from metropolitan France to the DROM (Guadeloupe, Martinique, Réunion, Guyana, Mayotte) as well as to the COM (French Polynesia, New Caledonia, Saint Martin, Saint Barthélemy, Wallis and Futuna, etc.) are treated as exports, in accordance with the tax regime applicable to these territories. They are therefore:

• invoiced excluding tax (net of VAT) in accordance with Articles 262 I or 294 of the CGI as applicable, when the conditions for exemption are met;
• subject to customs declaration (DAU / export), the DROM and COM being considered as territories of export for goods;
• likely to be subject, upon arrival, to distinct local tax regimes

The recipient Client located in an overseas department or an overseas community undertakes to:

• provide all the transport and exit evidence from the metropolitan territory required to justify the VAT exemption;
• to bear the costs, customs formalities, local VAT, import duties or territorial taxes payable on arrival, with no recourse against the Seller.

In the absence of exit documentation or in the event of an administrative challenge, French VAT may be applied retroactively on a corrective invoice and will be immediately payable.

4.7. Specific zones – DROM/COM – Corsica – Islands – Export outside France. Deliveries and operations destined for areas with specific logistical constraints — particularly the DROM/COM, Corsica, the islands (island territories, access by boat or specialised transport), as well as any country located outside French territory — are subject to the following conditions:

4.7.1 Logistical surcharges and specific fees: All surcharges related to maritime, air, island, specialised or difficult access transport (freight, handling, port/airport fees, shuttles, redelivery, storage, specific formalities, etc.) are entirely the responsibility of the Client, with no recourse against the Seller.

4.7.2 Absence of delivery time guarantee: Due to the specific constraints of these areas, no firm delivery time can be guaranteed. No compensation, penalty, or reimbursement can be claimed from the Seller for delays attributable to logistical constraints, carriers, weather conditions, strikes, service disruptions, or formalities.

4.7.3 Delivery to an accessible point: Delivery is made to the logistical point accessible by the carriers appointed by the Seller (quay, port, depot, carrier agency, service area). Any additional delivery (last mile island, boat, special handling, restricted access) is the sole responsibility of the Client.

4.7.4 Returns / Customer Service: The Seller does not cover the costs of return, reshipment, return transport, collection, redelivery or replacement to the areas referred to in this article, unless prior written agreement has been obtained from the Seller. Any unauthorised return will be refused or reshipped to the Customer at their expense.

4.7.5 Local taxes and duties: The Client assumes full responsibility for all applicable local rights, taxes and fees (including, where applicable, local VAT, customs duties, import duties, local taxes, customs clearance fees), with no recourse against the Seller.

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. Only delays exceeding one (1) month, except in cases provided for in Article 6.3, entitle the right to cancellation.

6.3. The Seller is not responsible for delays caused by:

• import restrictions, customs clearance or customs blockage;
• war, riots, political instability;
• shortage 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 Client's risk, notwithstanding the retention of title clause, including when the shipment is made free of charge. The Client must check the completeness of the goods — products and packaging — upon receipt.

7.1.1 Absence of reservations = compliant receipt: 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 Obligation of photographic evidence: The Client agrees to take clear and dated photographs of visible damage (damaged package, opening, impact, breakage, moisture, etc.) before any handling, in order to allow for the processing of the transport file.

7.1.3 Procedure for reservations: Any reservation must be recorded:

• on the delivery note,
• on the carrier's waybill,
• then confirmed by registered letter sent 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 Carrier to be held primarily liable: The Client must hold the carrier liable before any recourse against the Seller, in accordance with the legal framework of the transport contract. No claim addressed directly to the Seller without prior recourse to the carrier shall be considered admissible.

7.2 Compliance claims: Any claim regarding the compliance 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.

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7.4 Obligation to receive within 6 working days & associated costs

After validation of the order and/or after its dispatch on the agreed date, the customer agrees to be able to receive the goods within a maximum period of six (6) working days from the first presentation of the carrier.​

In the event of delivery being impossible due to the customer (absence, inability to access, failure to respect the time slot, incorrect contact details, unjustified refusal, etc.), the customer will bear all the costs incurred, namely:

• charges for second presentation billed by the carrier;
• costs related to the client's repeated absences;
• storage and handling fees applied by the carrier or by COEO, according to the applicable rates.

These charges must be paid by the customer before any further attempt at delivery or availability.

In the absence of payment within a reasonable timeframe, COEO reserves the right to:

• suspend delivery,
• put the goods in warehouse withdrawal,
• charge additional storage fees,
• or, where applicable, terminate the order, with the amounts paid remaining acquired as a fixed indemnity, without prejudice to any other damages and interests.

8. Returns

• No returns without written agreement.
• Having been issued after quality control.
• Compliant returns: flat fee of £150 excluding VAT.
• No returns for spare parts.

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9. Retention of title (EU + Monaco + Andorra)

9.1 It is expressly and irrevocably agreed that the transfer of ownership of the goods and supplies is subject to the full payment of the price at maturity. Payment is only made upon the complete collection of the price, it being specified that the handing over of a bill of exchange, LCR, or any other document creating an obligation to pay does not constitute payment in itself.

9.2 Any possible deferral of the due date shall not hinder the present retention of title clause.

9.3 During the retention of title period, the Client is responsible for the goods, their loss or any damage that may be caused to them and/or that they may cause for any reason whatsoever.

9.4 In the event of non-payment by the due date, the sales contract shall be automatically terminated after a formal notice has been sent and remains unsuccessful, by any means providing a certain date. The Client shall then, at their own expense and risk, return the goods to the Seller. The goods still in the possession of the Client shall be presumed to be those that remain unpaid. The Seller may reclaim them as compensation, up to the amount of the unpaid invoices, and request payment of any sum still due beyond the value of the recovered goods. In the event of the Client's collective proceedings, the Seller may claim the goods or their resale price.

9.5 The Client must immediately inform the Seller of any threat, action, seizure, requisition, confiscation, procedure or any other measure that may affect the Seller's ownership rights over the goods in their possession, and provide the Seller with a complete inventory upon simple request.

9.6 In the event of resale of equipment not paid for to the Seller, the reseller agrees to assign to the Seller its claim against the end buyer and to notify this assignment to the debtor along with its exact amount.

9.7 If the reseller's claim were to be extinguished before its transfer to the Seller, the retention of title clause would automatically apply to the amounts received from the resale, without any additional formalities being required.

10. Payments (EU / Monaco / Andorra – B2B)

10.1. Deadlines set according to creditworthiness assessment.

10.2. Maximum deadlines: 60 days from the invoice date or 45 days from the end of the month (European directive).

10.3. Accepted methods: bank transfer, LCR, credit card. No cheques.​

10.4. Delay: penalties + recovery fee of €40.

10.5. Any banking incident: re-invoicing of €10.

10.6. Early enforceability in the event of non-payment.

10.7. For Monaco and Andorra: banking requirements or additional validations may extend the processing times for payments.

11. Commercial guarantee – B2B guarantee.

• Conditions defined on the product sheet or quote.
• Normal use, installation compliant, maintenance required.
• Exclusions: normal wear and tear, corrosion, overheating, unapproved interventions.
• Procédure SAV : via contact@coeo-design.com,  photos, n° de série, facture.

12. Installation – Use – Client Obligations

• installation in accordance with the instructions;
• compliance with local standards (EU / Monaco / Andorra) ;
• regular maintenance ;
• absence of unauthorised modification;
• safety (ventilation, distances, thermal protections…).

Any non-compliance may void the warranty.

13. Spare parts

• Availability subject to stock;
• Compatibility to be verified by the Client;
• No return without agreement;
• No returns for spare parts.

14. Responsibility

• Limited to repair/replacement/refund;
• Excluded: loss of earnings, indirect damages;
• No liability in the event of improper installation/use.

15. Personal data (GDPR)

Applicable in the EU, Monaco and Andorra.

• Data processed for the execution of the contract;
• GDPR rights: access, rectification, erasure, objection, portability;

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/removal 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. Intellectual Property

All content remains the property of the Seller. Reproduction is prohibited without permission.

18. Force majeure

Applicable in all relevant countries.

19. Applicable law – Competent jurisdiction

• Governing law: French law, regardless of the Client's country.
• Competent courts: jurisdiction of the Seller's registered office.

This clause is valid for sales in:

• the whole of the European Union;
• Monaco ;
• Andorre.

20. Divers

The Seller's failure to invoke or to deviate from any of the clauses of these General Terms and Conditions shall not be interpreted as a waiver of the right to invoke them subsequently.

The nullity or ineffectiveness of any of the clauses of these terms and conditions shall not affect the validity of the other clauses, which shall remain fully applicable.

The present T&Cs are subject to French law.

21. Acceptance

The placing of an order constitutes unconditional acceptance of these General Terms and Conditions.

22. Governing Law – Language Framework

22.1. Governing law: These General Terms and Conditions are exclusively governed by French law, regardless of the country of delivery or the country of establishment of the Client, throughout the European Union, in the Principality of Monaco and in the Principality of Andorra.

22.2. Linguistic framework: These General Terms and Conditions are written in French, which is the only authoritative version. Any translation provided to the Client in another language of the European Union, or used in the context of commercial exchanges, is for informational purposes only and has no contractual value, and shall not prevail over the French version in the event of any interpretation discrepancies.

23. Sales at trade shows – Firm and definitive nature

23.1. Sales concluded at trade shows, fairs, and professional events are deemed firm, final, and non-cancellable, unless otherwise agreed in writing by the Seller. The professional Client acknowledges that no withdrawal period applies to them, in accordance with articles L221-3 and following of the Consumer Code, as the purchases are made in the context of their professional activity.

23.2. Any order taken at the exhibition commits the Client to pay the full amount under the agreed conditions.

24. Installation – Use – Client Obligations

The Client 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.

24.1. Electrical products

The Client is solely responsible for verifying the electrical compatibility of the products (voltage, frequency, plug, earthing, protections, certifications). It is also their responsibility to comply with all local installation and control regulations of the country of use, particularly when inspections, attestations, or certifications are required.

24.2. Gas products

The Client (professional, user or not) acts as the responsible importer and assumes:

• the verification of the import and usage authorisation of the product,
• compliance with applicable local gas standards (pressure, type of gas, regulator, regulations),
• the installation by a qualified professional, where required by regulations,
• leak tests, technical inspections, administrative checks and any necessary certifications.

24.3. Gas conversions

Any conversion, adaptation or modification (injectors, regulator/fittings, accessories) must be carried out by a certified technician in accordance with local law.

Any modification not previously validated in writing by the Seller excludes any warranty.

24.4. Exclusions and Limitation of Liability

Are excluded from any warranty and any liability of the Seller:

• the damage related to inappropriate gas pressure,
• the use of non-approved accessories,
• a installation not in compliance with local regulations,
• a ventilation fault,
• use contrary to the electrical or gas standards of the country of use.

The Seller is not liable for any administrative or financial consequences: fines, inspection fees, compliance costs, customs refusal/seizure/destroying, or any other administrative measure.

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