This a translation for convenience only; if anything differs, the original French version prevails.
These general terms and conditions of sale (the “Terms”) apply to the supply of Goods by Original BTC France Sarl (“Original BTC France”) to its customers (the “Customers”).
These Terms govern any order placed by a Professional or a Consumer and set out the limits of Original BTC France’s liability (see Paragraphs 6.4 and 15). Certain provisions of these Terms apply differently depending on whether the Customer is a Professional or a Consumer.
DEFINITIONS
The terms and expressions defined below and elsewhere in these Terms shall have the following meanings:
Bespoke Goods
any Goods that differ from Original BTC France’s “standard” products (namely, products offered for sale on Original BTC France’s website at the time the order is placed);
Professional:
Any person who is not a Consumer;
Consumer
A natural person purchasing Goods for purposes other (entirely or mainly) than those of their trade, business, craft or profession;
Contract
The contract concluded between Original BTC France and the Customer for the sale of the Goods (of which these Terms form a part, together with any quotation, order confirmation or correspondence issued by Original BTC France);
Goods
Any Goods (in whole or in part) supplied by Original BTC France (unless otherwise stated, the term “Goods” includes Bespoke Goods); and
Headings shall have no bearing on the interpretation of these Terms.
Any word following the terms and expressions “including,” “comprise,” “in particular,” “for example,” or any similar expression appears in these Terms for illustrative purposes only and does not limit the words, description, phrase or terms that follow or precede it.
WHO WE ARE
Original BTC is a manufacturer of classic and contemporary lighting designed in the United Kingdom, whose products are marketed by Original BTC France. The Customer can contact Original BTC France by telephone on +33 1 40 46 80 46, by writing to Original BTC France, 32, rue Bonaparte – 75006 Paris (France), or by emailing achats@originalbtc.fr.
Original BTC France is a company registered with the Paris Trade and Companies Register under number 800 444 481, VAT number FR00800444481, with its registered office at 32, rue Bonaparte – 75006 Paris (France).
PLACING AN ORDER
If the Customer wishes to place an order for Goods, the Customer may do so in various ways, notably by following the online checkout procedure on Original BTC France’s website, by sending an email to achats@originalbtc.fr, or by writing to the address mentioned in Paragraph 2.1. Upon request, Original BTC France may provide a written quotation which, unless withdrawn prior to acceptance, is valid for 30 days.
If the Customer places an order (whether by accepting a quotation or by paying for the Goods), Original BTC France will review the order and will accept or reject it (for example, Original BTC France may reject it because a product is out of stock). If the order is accepted, a binding Contract governing the sale and purchase of the Goods will be formed immediately between the Customer and Original BTC France, and Original BTC France will send the Customer an order confirmation.
Original BTC France may agree to lend Goods to the Customer for use as samples (“Samples”). Samples will be provided at Original BTC France’s discretion, and Original BTC France must agree that such Goods have the status of Samples before the Customer’s Order is accepted. Samples will be invoiced and must be paid for in full (either when placing an Order or when the invoice becomes due, depending on the agreed payment terms), it being understood that if the Samples are returned to Original BTC France in their original condition within 30 days, Original BTC France will reimburse the Customer for the cost of the Samples or issue a credit note on the corresponding invoice (as the case may be).
If the Customer enters into the Contract as a Professional:
Once the Customer has concluded the Contract, the Customer is responsible for paying for the Goods in full. Each Contract is final and binding once concluded and, even if the Goods have not been delivered, the Customer may cancel the Contract only with Original BTC France’s prior written agreement.
If Original BTC France authorises the Customer to cancel the Contract under Paragraph 3.4.1, the Customer will be liable for any expense or cost incurred by Original BTC France (which may include the cost of manufacturing and storing the Goods), as well as Original BTC France’s restocking fee (usually 30% of the sale price).
THE GOODS
Images of Goods appearing on Original BTC France’s website and in its brochures are for illustrative purposes only. Original BTC France has made every effort to reproduce colours faithfully, but cannot guarantee that the images accurately depict the actual colour of the Goods.
Original BTC France may make minor changes to the Goods to comply with laws or to implement minor technical adjustments and optimisations (for example, to ensure safety or performance).
If Original BTC France provides services associated with the Goods, they will be limited to manufacturing and design services (for Bespoke Goods) based on any drawing, model or specification (the “Specification”) that the Customer provides and/or, for international customers established outside France, Original BTC France will route the Goods to the Customer’s premises.
As a rule, Original BTC France will route the Goods to the Customer’s domestic market. Original BTC France accepts no liability for any use of the Goods outside the market in which they were sold, or for any non-compliance of the Goods with electrical and wiring regulations outside that market.
Unless otherwise agreed, it is the Customer’s responsibility (at its own expense) to obtain any import licence or consent necessary in connection with the Goods. In addition, the Customer is responsible for any customs or excise duties, as well as any other duties or fees.
BESPOKE GOODS
If Original BTC France designs Bespoke Goods in accordance with a Specification provided by the Customer, the Customer must provide a Specification that is practicable, easy to understand and accurate.
Any copyright or rights in drawings or models, as well as any other intellectual property right relating to the Specification, shall remain the property of the Customer, and the Customer agrees that Original BTC France may use such intellectual property rights insofar as necessary to manufacture and supply the Bespoke Goods. However, any part of the Specification or the Bespoke Goods that is (or may reasonably be considered to be) an adaptation, modification or improvement of a Good (or of any other intellectual property right belonging to Original BTC France), or that is derived from or associated with it, shall pass to Original BTC France and be its exclusive property (and the Customer agrees to assign such rights to Original BTC France absolutely and unconditionally).
The Customer must ensure that the Specification is correct and does not infringe any third-party rights (including patents, registered designs and other intellectual property rights). Original BTC France accepts no liability for any loss or damage resulting from supplying a Good in accordance with the Specification provided by the Customer.
If a third party makes a claim against Original BTC France alleging that its rights have been infringed because Original BTC France followed the Specification, the Customer will bear all consequences of that claim and will indemnify Original BTC France and cover all costs, expenses, damages and losses (including any direct or indirect loss, loss of profit, damage to reputation, as well as all interest, penalties and legal and professional fees and expenses) that Original BTC France has suffered or incurred in connection with such claim.
If Original BTC France discovers that the Specification would infringe or is likely to infringe third-party rights, or that the Bespoke Goods would not comply with a law or regulation, Original BTC France will inform the Customer. The Customer must provide a new Specification for the Bespoke Goods in particular to avoid any actual or probable infringement of third-party rights.
DELIVERY
Once the Customer has concluded the Contract, Original BTC France will contact the Customer to give an estimated delivery date (timescale) or (an estimated timeframe).
If delivery is delayed by an event beyond Original BTC France’s control, it will inform the Customer and notify the measures taken to minimise the delay.
If, after one attempt, delivery fails and the Customer does not promptly reschedule delivery, Original BTC France will contact the Customer for further instructions and may charge the Customer for storage and additional delivery. If Original BTC France cannot contact the Customer or reschedule a delivery or collection, Original BTC France may terminate the Contract.
Because the delivery may be delayed, or the Goods may be damaged in transit, the Customer agrees not to schedule or commit to using third-party services (for example, engaging electricians to install the Goods) until the Goods have arrived and the Customer has checked that they are complete and undamaged. Original BTC France accepts no liability for third-party costs (including cancellation or call-out fees) attributable to the Goods not arriving on time or in working order.
Title to the Goods will pass to you once full payment has been made.
If the Customer enters into the Contract as a Consumer:
The Goods will be delivered to the address the Customer has indicated, and risk will transfer from the moment the Goods have been delivered. The order confirmation will contain information on the delivery method and delivery charges. Unless otherwise agreed, delivery will take place within 30 days of payment.
If Original BTC France terminates the Contract under Paragraph 6.3 above, Original BTC France may retain part of the amount paid to cover its costs;
If delivery is likely to be significantly delayed, the Customer may terminate the Contract and obtain a refund for Goods not received; and
If, before the Parties conclude the Contract, the Customer has informed Original BTC France in writing that timely delivery is a condition essential to its commitment and Original BTC France fails to meet that deadline, the Customer may terminate the Contract. Failing such notice to Original BTC France of this essential condition, any delivery date shall be approximate and for information only.
If the Customer enters into the Contract as a Professional:
The delivery method will be stated in the order confirmation or on the invoice. If delivery is ex-works, it will be deemed to have occurred when the Goods are made available to the Customer or its carrier for collection. If Original BTC France agrees to send the Goods by post or courier, delivery will occur when the Goods are received or signed for. Once delivery has occurred, the Customer will be responsible for any subsequent damage to or loss of the Goods.
Unless otherwise agreed, if the Customer wishes to test or inspect the Goods, the Customer must do so prior to delivery at Original BTC France’s workshops in England;
Any date mentioned for shipment or delivery is only an estimate and does not constitute a condition;
Subject to Paragraph 6.2, if Original BTC France fails to deliver the Goods, its liability will be limited to the price of the Goods that have been paid to it;
Original BTC France accepts no liability for delays caused by a situation beyond its control;
If Original BTC France terminates the Contract under Paragraph 6.3, Original BTC France may retain the purchase price by way of compensation for the Customer’s breach of Contract; and
Any claims relating to damage to or partial loss of the Goods in transit must be made in writing to Original BTC France and to the carrier within 48 hours of delivery. In the event of non-delivery of the entire consignment, claims must be made in writing to Original BTC France and to the carrier within seven days after the Customer (or its agent) has (a) been informed that the Goods have been dispatched. If no claim is made within the aforementioned deadlines, the Goods will be deemed to have been delivered in accordance with the Contract.
PRICES
The Goods are subject to VAT (where applicable) as well as any other tax or duty, or any other charges (including customs duties).
If the Customer is a Professional to whom Original BTC France agrees to supply Goods on credit, all payments are due 30 days from the date of the invoice (unless other terms, which will appear on Original BTC France’s invoice, are agreed between the Parties).
If the Customer is a Professional, in the event of late payment, Original BTC France may charge interest at the rate in force as provided for in Article L.441-6 of the French Commercial Code, together with a fixed indemnity of €40 for collection costs.
If the Customer is a Consumer and the Goods are payable within 30 days from receipt of the invoice, in the event of late payment, Original BTC France may charge interest at a rate of 10% per annum with a minimum of €5.
The price of the Goods is the price shown on the Order, or, if no price is indicated, the price shown on Original BTC France’s published price list in force on the date of delivery. Any amount due to Original BTC France under the Contract must be paid in full without any set-off or deduction.
RESALE
Unless otherwise agreed, the Goods are not intended for resale. However, if the Customer enters into the Contract as a Professional, Original BTC France recognises that the Customer may purchase the Goods on an occasional basis on behalf of one of its clients (or for resale to one of its clients). In such circumstances, the Customer may resell the Goods to that client, although the Customer is not one of Original BTC France’s official resellers (and may not hold itself out as such).
ORIGINAL BTC WARRANTY
Original BTC France provides a warranty (the “Warranty”) under which, if the Goods malfunction within 24 months following the delivery date due to manufacturing defects, Original BTC France will repair them free of charge. If Original BTC France cannot (or if it is not economically viable to) repair the defective Goods, Original BTC France will supply the Customer with equivalent-specification Goods as a replacement. If no equivalent Goods are available, Original BTC France will discuss an alternative settlement with the Customer, and Original BTC France will always do its best to ensure that the Customer is fully satisfied with the result.
The Warranty does not cover any defect or damage caused by: failure to follow assembly/installation instructions; improper installation or operation; misuse; abuse; negligence; cleaning; or accident (including failure to follow instructions concerning the use of the correct bulb). If Original BTC France determines that the Goods have been disassembled or tampered with in any way other than by Original BTC France, the Warranty will not apply. The Warranty does not apply to patina or loss of finish.
If the Customer enters into the Contract as a Consumer: the Warranty is in addition to the Customer’s legal right to reject the Goods (see Paragraph 11) or to cancel the Contract if the Customer changes their mind (see Paragraph 12) (and does not modify that right).
TRADERS (PROFESSIONAL CUSTOMERS): RIGHT TO REPAIR OR REPLACEMENT
If the Customer enters into the Contract as a Professional, the Customer is not entitled to change their mind and return the Goods. In the event of a failure or defect resulting from the manufacture or quality of the Goods, the Customer may return the Goods to Original BTC France and it will repair or replace them free of charge (in accordance with Original BTC France’s Warranty terms referred to in Paragraph 9.1). This guarantee constitutes the sole remedy against Original BTC France, and it accepts no liability for any direct or indirect loss or damage that the Customer or a third party has suffered as a result of such failure or defect (including transport costs, loss of profits, loss of contracts, or costs incurred in obtaining similar or equivalent goods from another company).
CONSUMER CUSTOMERS: RIGHT TO REJECT THE GOODS
If the Goods are not as described or are not fit for purpose (but only if the Customer informed Original BTC France of that purpose before the Parties concluded the Contract), or if their quality is not satisfactory, the Customer will have the following rights:
up to 30 days after delivery: the Customer may reject and return the Goods and obtain an immediate refund; and
up to six months after delivery: Original BTC France will repair or replace the Goods and, if that is not possible, Original BTC France will refund the Customer the price the Customer paid.
If the Customer wishes to exercise their legal rights to reject the Goods, the Customer must either return them or allow Original BTC France to collect them. Original BTC France will pay the costs of postage or collection. The Customer must use the contact details referred to in Paragraph 2.1 to obtain a return label or arrange collection.
CONSUMER CUSTOMERS: RIGHT TO CANCEL THE CONTRACT AND CHANGE OF MIND
As a Consumer, the Customer may change their mind within 14 days of delivery of the Goods (except for Bespoke Goods), and receive a refund (although in some situations Original BTC France may make deductions—see Article 12.5 for further information). If the Customer orders Bespoke Goods (even as a Consumer) and/or if the Customer is a Professional, the Customer may not cancel the Contract under this Paragraph 12.
The Customer may cancel the Contract by writing a letter or an email (using the contact details in Paragraph 2.1) to Original BTC France and providing their name, address, order details, telephone number and email address. The Customer may also use the form attached at the end of these Terms.
If the Customer cancels the Contract after the Goods have been dispatched or delivered, the Customer must return them to Original BTC France at the following address: 32, rue Bonaparte – 75006 Paris (France), or allow Original BTC France to collect them. For this purpose, the Customer will call or email Original BTC France using the contact details referred to in Paragraph 2.1 to obtain a return label or arrange collection. If the Customer cancels the Contract after changing their mind, the Customer must return the Goods within 14 days after informing Original BTC France of the cancellation.
Original BTC France will pay the costs of return if: (a) the Goods are defective or not as described; (b) the Customer cancels the Contract because Original BTC France changes the Goods or these Terms; (c) there is an error in the price or description of the relevant Good; (d) delivery is delayed (unless attributable to the Customer); or (e) the Customer has a legal right to do so. In all other situations (including if the Customer changes their mind), the Customer must pay the return costs.
Original BTC France will refund the Customer the price paid for the Goods (and delivery costs) by the method of payment the Customer used. However, Original BTC France may deduct from the price (up to the total value of the Goods) amounts to: (a) compensate it for any damage to the Goods or any loss of value caused by the Customer’s handling; (b) cover Original BTC France’s costs of collection or return delivery; and (c) compensate Original BTC France for any services it provides in connection with the Goods.
Refunds will be made within 14 days after the Goods have been returned, or (if earlier) after the Customer has provided evidence that they have returned the Goods to Original BTC France (unless the refund is subject to deductions as provided for in Paragraph 12.5).
The right to cancel the Contract under this Paragraph 12 will lapse if the Goods, after delivery, are inseparably mixed with other items.
TERM AND TERMINATION
The Contract will end once Original BTC France has completed delivery of the Goods (and provision of any associated service), it being specified that the Parties may terminate the Contract where permitted by these Terms, or in the event of a material breach by the other Party which (if it can be remedied) is not remedied within 14 days after that Party has given notice to the other Party of the occurrence of the breach.
Original BTC France may terminate the Contract if:
the Customer makes no payment due to Original BTC France when it is due, and fails to make payment within 7 days after Original BTC France reminds the Customer that the payment is due;
the Customer does not provide Original BTC France, within a reasonable period after it has requested them, with the information it needs to supply the Goods;
the Customer does not allow Original BTC France, within a reasonable period, to deliver the Goods to the Customer or the Customer does not collect them from Original BTC France;
in the event that insolvency proceedings are initiated against the Customer, Original BTC France shall be entitled to terminate the Contract immediately by registered letter with acknowledgement of receipt, subject to a prior written request sent to the insolvency representative by registered letter with acknowledgement of receipt, which remains unanswered for one month, requesting that representative to state whether the Contract will continue; and
Original BTC France reasonably believes that the Customer cannot or will not pay for the Goods in full.
If the Customer breaches the Contract, or is subject to any of the situations described in Paragraph 13.2, Original BTC France may (without prejudice to any other rights or remedies it may have) suspend performance of its obligations (including delivery of the Goods) until Original BTC France is reasonably satisfied that the circumstances giving rise to such suspension have been remedied.
The Customer must immediately pay all outstanding invoices and interest due to Original BTC France;
the rights and remedies of each Party existing at termination shall be unaffected; and
any part of the Contract expressly or impliedly intended to come into or remain in force after termination (including Paragraphs 5.3, 14.1, 15 and 16) shall remain in force.
INTELLECTUAL PROPERTY
The Goods are protected by intellectual property rights belonging to Original BTC France (or its licensors), and nothing in these Terms grants any licence or confers any rights in respect of the Goods or Original BTC France’s trade mark.
LIABILITY
Nothing in this Paragraph 15, or elsewhere in the Contract, excludes or limits any liability which cannot legally be excluded, in particular liability for bodily injury or death resulting from negligence, fraud or fraudulent misrepresentation, or warranties relating to title.
Original BTC France accepts no liability for any loss or damage resulting from any modification of the Goods, or from their use in a manner not in accordance with the instructions given or any health or safety warning associated with the Goods.
As set out in Paragraph 6.4, Original BTC France accepts no liability for third-party costs (for example, an electrician’s call-out or cancellation fees).
Original BTC France’s liability concerning Bespoke Goods is limited under Paragraph 5.3, and its liability under the Warranty is limited under Paragraph 9.
Neither Party will be in breach of the Contract nor liable for failure to perform its obligations (other than paying fees when due) due to an event of force majeure. Force majeure events include in particular the unavailability of raw materials, fire, floods, mechanical failure, non-performance by subcontractors or suppliers, strikes or other industrial action. If the force majeure preventing the performance of obligations by the affected Party continues for more than 60 days, the non-affected Party may terminate the Contract by giving 14 days’ written notice to the affected Party.
If the Customer enters into the Contract as a Consumer:
If Original BTC France breaches these Terms, Original BTC France will be liable for the loss or damage the Customer suffers—personal, actual, direct and foreseeable—resulting from Original BTC France’s breach or negligence. Original BTC France accepts no liability for any loss or damage not directly attributable to its breach and not foreseeable.
Original BTC France does not, however, exclude its liability for loss or damage resulting from defective Goods or: (a) that are not as described or do not correspond to the information provided or to the sample supplied; (b) that are not of satisfactory quality; (c) that are not fit for a purpose which was brought to its attention (at the time the Contract was concluded); and (d) that are not supplied with reasonable skill and care.
If the Customer enters into the Contract as a Professional:
Original BTC France shall not be liable, whether in contract or tort (including, without limitation, negligence or breach of a statutory duty, however arising), for:
(a) any indirect or special loss or damage; or
(b) any of the following losses or damage (whether direct or indirect): loss of profits, loss of customers or damage to reputation; loss of business; loss of anticipated savings; or loss, damage to or corruption of data or information.
Original BTC France’s liability for all claims arising out of or in connection with the Contract (whether in negligence, contract, tort, restitution or otherwise) shall be limited to the higher of: (a) the cost of the Goods; or (b) the costs and expenses incurred in obtaining the least expensive substitute goods available on the market, of a description and quality similar to the Goods, less the price of the Goods.
Original BTC France’s liability for all claims relating to damage caused to property or injury to persons resulting from its negligence shall be limited to €1,000,000.
DATA PROTECTION
Original BTC France collects and processes personal data (including names, addresses and payment information) in order to process and fulfil orders. Original BTC France takes its responsibilities as data controller seriously and guarantees the security of Customers’ information. If the Customer buys or inquires about a product, then, unless the Customer chooses to opt out, Original BTC France will contact the Customer from time to time to inform them about its products. For more information on how and why Original BTC France uses such personal information, and to obtain information on the Customer’s rights in this respect, please consult Original BTC France’s privacy policy.
INDEMNIFICATION
If the Customer enters into the Contract as a Professional: the Customer agrees to indemnify Original BTC France for any loss, damage or bodily injury affecting any person or property, as well as for any claim, legal action, expense or liability suffered or incurred by Original BTC France as a result of the Customer’s negligence or breach of the Contract.
ENTIRE AGREEMENT
If the Customer enters into the Contract as a Professional: the Contract constitutes the entire agreement between the Parties and replaces and cancels all prior agreements, promises, warranties, representations and understandings, whether written or oral, relating to the subject matter of the Contract. Each Party agrees that it has no recourse against the other Party in respect of any statement or warranty that is not set out in the Contract.
GENERAL PROVISIONS
No amendment to these Terms shall be valid unless made by way of a written addendum signed by both Parties.
If a Party delays in exercising any right under this Contract or fails to exercise it, or exercises a right or remedy only in part, this shall not constitute a waiver of that right, and such right or remedy may still be exercised subsequently.
This Contract is concluded between the Parties intuitu personae, and no third party shall have any rights under this Contract.
The Customer may transfer its rights or obligations under this Contract only with Original BTC France’s prior written consent. Original BTC France may transfer its rights and obligations under these Terms to any other person of its choice at its discretion.
Each of the paragraphs of these Terms applies separately. If any provision of this Contract is held to be void, the remaining provisions shall remain fully in force.
This Contract is governed by French law, and any dispute relating to the Goods or to this Contract must be the subject of an attempt at amicable resolution prior to the initiation of any legal proceedings. If, despite the attempt at amicable resolution, the dispute remains, it shall be brought before the competent French courts.
In accordance with its legal obligation, Original BTC France informs any Customer who has concluded the Contract as a Consumer that they have the option of submitting any dispute to an alternative dispute resolution method. To this end, the European Commission has created an online dispute resolution platform for the out-of-court resolution of disputes with consumers. This platform can be found at the following link: http://ec.europa.eu/consumers/odr/.
If you are a Consumer and wish to cancel your order, please notify us within 14 days of delivery by sending us an email to achats@originalbtc.fr. For further information on this right, please read Paragraph 12 of the Terms.