1. PREAMBLE: THE SELLER, THE CUSTOMER

These terms and conditions of sale govern the commercial and contractual relationship between the FENIX-METAL BHZ POLAND company, located at Ul. Marszalkowska 84/92, 00-514 WARSAW, hereinafter referred to as “the Seller”, and any person using this website, hereinafter referred to as “the Customer”. These terms and conditions should be read carefully prior to browsing the “Websites” (www.jardin-bois.com, http://rondins.jardin-bois.com, http://construction.jardin-bois.com, and http://achats.jardin-bois.com), consulting the product offerings and entering into any contractual relationship with the said FENIX-METAL company.


By viewing the Websites, the Customer acknowledges having read and approved the terms and conditions of sale set out below.


The Seller reserves the right to modify these terms and conditions, as well as any of the information included on the Websites, at any time without notice.


Placing an order with the Seller constitutes general acceptance by the Customer and its legal representative of these terms and conditions of sale. The Customer’s legal representative agrees jointly with the Customer’s legal entity to be bound by all obligations arising from the contract entered into with the Seller at the time of order confirmation.


The Seller’s terms and conditions of sale shall take precedence over those of the Customer. Any condition stated by the Customer shall only bind the Seller where expressly confirmed in writing by the Seller.

2. INFORMATION ON THE WEBSITES

The purpose of these Websites is to present the characteristics of certain products offered for sale by the FENIX-METAL BHZ POLAND company (the Seller).


The photographs, illustrations, as well as all information included on the Websites are provided for information purposes only and are not legally binding. The Seller therefore assumes no liability whatsoever. They are intended to be informative in nature but may contain technical and/or typographical errors.


The copyright and intellectual property rights to all material featured on the Websites are reserved by their respective authors. The reproduction or use of such material is strictly prohibited without the formal written consent of the authors.

3. REGISTRATION

The product offerings presented on the Websites are intended for professional, corporate Customers who have a business registration number.


Goods ordered from the Seller shall be delivered directly from the Polish sawmills.


The Seller shall only be able to confirm orders where the Customer has provided the information necessary to properly fulfil the orders and subject to such information satisfying the aforementioned conditions.


To place an order with the Seller, the Customer must first register and sign in to the Websites. When doing so, the Customer will be asked for various pieces of information, including name and contact details. Additional information may be subsequently requested to ensure proper fulfilment and delivery of orders.


This information is collected from the Customer to facilitate processing of orders, deliveries and payments by the Seller. The Seller formally undertakes with these terms and conditions of sale not to communicate or sell these data to any third party without the consent of the Customer and to maintain the confidentiality of such information.


The Customer may access its data at any time and have them corrected or deleted. To do this, the Customer may visit his “profile page” in the “member space” of the Websites (http://achat.jardin-bois.com/en/espace-membre/profil/). Alternatively, he may just as well send a message to contact@jardin-bois.com by going to the “contact” page of the Websites and selecting “Correct my data”.


Registering and signing in requires the Customer to create an account. Creation of an account implies acceptance without reservation of these terms and conditions of sale.

4. QUOTATION REQUEST

A Customer who has registered with the Websites may view pages with content exclusively reserved for site members, including the “quotation request” pages. The purpose of these pages is to provide information to the Customer about the price of certain products offered for sale by the FENIX-METAL BHZ POLAND company (the Seller). It contains quotation request forms that may be completed by the Customer to submit an enquiry to the Seller, who can confirm and, where necessary, enter into an order contract.


The prices indicated on the Websites are given in euros and are exclusive of VAT. They include the cost of delivery to an address indicated, in advance, by the Customer (CIP Incoterm). The price information given on the Websites does not constitute a quotation and does not in any way bind the Seller. It is provided for the purposes of information only. It may be modified at any time without notice.


For the price information given on the Websites to be possibly confirmed by the Seller, the Customer must ensure that the following minimum conditions have been fulfilled:
• Customer conditions : the indicated prices are exclusive of VAT and are only valid for professional Customers who have a business registration number.
• Delivery conditions : the cost of delivery, included in the indicated prices, is calculated based on a full truck (- i.e. transporting a payload of 24 tons). Goods ordered from the Seller shall be delivered directly from Polish sawmills. The cost of delivery shall be understood to be for a single delivery destination.
• Packing conditions : every online quotation requested by the Customer on the “quotation request” pages includes standard packing for the Seller’s products. The indicated prices include standard packing of goods. The Customer may request special packing and indicate any number of items which is not a multiple of standard packing for the Seller’s loads. However, an extra charge, in addition to the indicated prices, may be charged for this service.
• Conditions of a standard request : the indicated prices are valid for products with standard characteristics, such as presented on the “products” pages of the Websites. The Customer may make special requests by entering its “comments” in the quotation request forms. Changes to standard conditions of production may result in a surcharge, invoiced in addition to the indicated prices.


The above-mentioned conditions are required but not sufficient for confirmation of an order. The Seller shall also be required to ensure that other conditions are satisfied:
• Availability of goods : the products presented on the quotation request pages are offered for sale subject to availability of stock and/or a production stoppage. They may also become unavailable as a result of force majeure.
• Technical and/or typographical errors : the quotation request forms may contain an error and, therefore, prevent confirmation of the order by the Seller.
• Incoterm : the Seller must ensure that transport costs, the legal environment, as well as the costs related to customs formalities and other requirements arising from the importation of the goods presented for sale on the Websites have not been modified and that it is able to sell in accordance with the CIP Incoterm.


Once the Customer has received non-binding information about the prices of goods that it wishes to purchase, the Customer may, by completing an online “quotation request” form, “confirm its interest” in the goods in question in order to obtain a quotation and, where necessary, place an order with the Seller.


Sending a request to the Seller by “confirming an interest” does not constitute an obligation to purchase on the part of the Customer or an obligation to sell on the part of the Seller.

5. THE PURCHASE ORDER DOCUMENT AND THE ORDER

After receiving and examining the Customer’s request, the Seller sends a quotation in the form of a “purchase order document”.


The purchase order document shall correspond, as much as possible, to the Customer’s request. It shall detail the specification, quantities and prices notified to the Customer, adjusted, where necessary, by the Seller. The purchase order document shall also indicate a place of delivery, the delivery lead time, as well as a date, and the payment terms.


The purchase order document constitutes a binding quotation, generally valid for 48 hours – or two business days – from the time it is issued. The Customer must return the signed purchase order document to the Seller to confirm the order. Confirmation of the purchase order document by the Customer implies the Customer’s general acceptance of these terms and conditions of sale.


All offers by the Seller are made subject to availability and are only binding on the Seller once the purchase order document has been signed by all parties.

6. THE SALE AND THE RESPONSIBILITIES OF THE CONTRACTING PARTIES

After both the Seller and the Customer have signed the “purchase order document”, they are contractually bound by a sales agreement. From that point on they are legally liable for the proper performance of the contract binding them and for complete fulfilment of their respective contractual obligations.


Such sales agreement is therefore governed by these terms and conditions of sale, supplemented, for any issue not provided for therein, by, in the following order, the national law of the Seller’s country and, then, by the rules applicable to international trade and intra-European imports.


Receipt of the signed purchase order document sent by the Customer to the address contact@jardin-bois.com constitutes proof of the nature, content and date of the order. The order is recorded under the order form number. For the sake of good order, confirmation of the order is sent to the Customer by email from the address contact@jardinbois.com. The Customer shall be responsible for ensuring that this message is received.


The Seller may not be held liable for any failure to fulfil any of its contractual obligations where such failure is caused by events outside its control, a case of force majeure or by any other event recognised as such by the relevant courts.

7. DELIVERY

7.1 DELIVERY: PREREQUISITES

Goods ordered from the Seller are delivered directly from the Polish sawmills. The delivery address shall be indicated by the Customer when placing the order. This address must be easily accessible to articulated trucks.


The Customer must be a corporate entity, with a business registration number. This number must be duly communicated to the Seller so that payment oversight bodies can provide an assurance to it as to the solvency of the Customer. Without this assurance, the Seller cannot confirm the Customer’s order.


In addition to the registration number, the Customer shall also provide the Seller with all information necessary for the proper fulfilment and delivery of the order. Any subsequent change to this information must be duly communicated by email to contact@jardin-bois.com by going to the “contact” page of the Websites and selecting “deliveries”. The Seller reserves the right to refuse any change notified after confirmation of the order or to apply a surcharge to the Customer in order to fulfil its request.


Deliveries are made by curtain-sided articulated truck (generally Tautliners) containing up to 24 tonnes of payload and coming directly from the Polish sawmills.


It is essential that appropriate logistics resources are put in place by the Customer for receipt of deliveries. The Customer must, among other things, have a forklift to facilitate unloading of the ordered goods.


The Seller reserves the right to refuse to deliver to a Customer where there is an unresolved dispute.


Any Customer who fails to take into account the above-mentioned prerequisites for delivery of its order shall be liable for any additional costs resulting from such serious breach.

7.2. DELIVERY: LEAD TIMES

Delivery times may vary significantly depending on whether the goods that the Customer wishes to order are in stock in the Polish sawmills or have to be produced to order. In general, the following delivery times apply:


For goods in stock >>> Delivery within 2 weeks of ordering.


For goods produced to order >>> Delivery within 4 to 6 weeks of ordering.


The Seller shall indicate a delivery week in the purchase order document which is conveyed to the Customer. This delivery week is the probable period during which the goods will arrive at their destination.


For each request, the Seller calculates the delivery time based on the time required to produce the goods and the time needed for delivery of the goods from Poland. For orders comprised of products with different delivery times, the delivery week proposed to the Customer in the purchase order document will be based on the longest lead time.


The Customer shall confirm whether the expected delivery week is suitable by returning the signed purchase order document. The Seller shall therefore make every effort to comply as closely as possible with the agreed delivery times, subject to climatic conditions and other force majeure or unforeseen events.

7.3. DELIVERY: THE PROCEDURE

Deliveries are made Monday to Friday, excluding public holidays, during legal working hours.


When placing the order, the Customer shall provide a single delivery address, and agree a delivery week with the Seller.


Around 5 days before the order is shipped, after having confirmed transportation of the goods with a third party transport company, the Seller shall notify the Customer of the delivery day provided by the said transport company.


The transport company shall then be responsible for agreeing the practical details of the delivery directly with the Customer. The transport company must indicate the order number in its communications with the Customer and must be able to provide evidence that the Customer has been correctly notified of the said details.


At least 48 hours before the arrival of the truck, the transport company shall be required to contact the Customer to notify it of the imminent delivery of its order so that the Customer may take the steps necessary to take delivery of the goods in accordance with these terms and conditions of sale.


It is essential that appropriate logistics resources are put in place by the Customer for receipt of deliveries. The Customer must, among other things, have a forklift to facilitate unloading of the ordered goods.


The Customer shall have the right to refuse delivery where the transport company has not duly notified it in accordance with the above-mentioned procedure.


The Seller shall have the right to refuse to proceed with delivery in case of the bankruptcy, composition, placing in liquidation or any other similar procedure or the manifest insolvency of the Customer, without any requirement for compensation on the part of the Seller. In this case, the Customer shall be liable for transport costs from the loading of the goods until their return to the sawmill from which they originated.

7.4. DELIVERY: THE RESPONSIBILITIES OF THE CONTRACTING PARTIES

Delivery costs shall be divided between the Customer and the Seller according to the CIP Incoterm if this Incoterm is confirmed at the time of order confirmation.


The CIP Incoterm clearly stipulates that the cost and risks of unloading of goods shall be assumed by the Customer.


The Customer shall take all measures required to ensure unimpeded delivery of the goods. It is essential that appropriate logistics resources are put in place by the Customer for receipt of deliveries. The Customer must, among other things, have a forklift to facilitate unloading of the ordered goods.


Delivery will be made by a third party transport company which shall assume responsibility for any damage caused to the goods between the time that they are loaded at the sawmill in Poland and their arrival at their destination. The Customer is responsible for any damage caused to the goods during and following their unloading at the place of delivery.


At the time of delivery, the Customer shall be required to immediately check that the goods being received have not suffered any damage during transport and that they correspond exactly with the specifications indicated on the transport company’s delivery note (CMR). If this is not the case, the Customer shall be required to note any reservations in a clear, detailed manner on the transport company’s consignment note or delivery note (CMR). It is indeed the responsibility of the Customer to verify the condition and conformity of goods during delivery and to note, at the time of delivery, all reservations enabling it to take action, where necessary, against the transport company. The transport company’s delivery note (CMR) shall then be signed and stamped by the Customer in order to validate the delivery and release the transporter.


By signing the transport company’s delivery note (CMR), the Customer accepts the goods delivered as-is and no claim relating to damage caused during transport or missing volumes shall be permitted.


Any reservation noted by the Customer must be clearly indicated on the transport company’s consignment note or delivery note (CMR) and must then be communicated in writing via email to the address contact@jardin-bois.com, with a copy of the delivery note (CMR) containing the reservations in attachment (which can be done via the “contact” page of the Websites by selecting “claim”).


The Customer has a period of 48 hours following receipt of the goods to notify the Seller of its reservations, after which time no claim shall be accepted.


The Seller shall be required to make every effort to comply with the delivery times agreed at the time of order confirmation. Nevertheless, the Seller shall not be liable for any consequences arising from delayed delivery or loss of a package caused by a third party, or by the Customer, or due to an unforeseen and insurmountable event constituting force majeure. The Seller shall also be required to notify the Customer of any delay with delivery within a reasonable timeframe.


If delivery of the goods is prevented by the Customer and due to failure to comply with the above-mentioned procedure in these terms and conditions of sale, the Seller reserves the right to withhold all costs incurred as a result of this damage from the Customer.

8. PAYMENT

8.1. INVOICING

The Seller shall send a detailed invoice to the Customer, via email, when the goods are taken in charge by the transport company when the truck leaves Poland.


The Seller’s invoices are, by default, payable in cash, within a maximum of 30 days of their date of issue.


The Customer may benefit from a discount in the event of full payment within 8 days of the invoice issue date, the rate of which will have been negotiated with the Seller and confirmed by an amendment to the contract binding the parties.

8.2. PAYMENT METHOD

The Seller shall indicate its bank account details on its invoices so that the Customer may pay for its order via bank transfer. The Customer shall include the invoice number when making the transfer.

8.3. FAILURE TO PAY OR LATE PAYMENT

In the event of late payment, late payment interest of 1% per month shall, automatically and without notice, be due to the Seller from the invoice due date, being calculated on the entire debt falling due.


The Seller also reserves the right to demand the immediate collection of the goods, which remain the property of the Seller, where full payment, including late payment penalties, is not made.


Where the Customer fails to fulfil its payment obligations, for any reason whatsoever, the Seller shall have the right to demand the immediate return of any goods delivered, with the cost and risk of such return being borne by the Customer. The Seller also reserves the possibility of seeking the awarding of a higher level of damages in the case of distinct damage.

8.4. RETENTION OF TITLE

The Seller shall retain title to the goods sold until full, effective payment of their price, in principal, as well as interest and other charges. Failure to pay an invoice can result in recovery of the goods.


The Customer assumes all risks of loss, theft or destruction during the period from delivery until the transfer of title.


In case of resale, the reservation of title shall be transferred to the selling price, without prejudice, for the Seller, who may claim possession of the goods from the sub-purchaser.

9. CLAIMS AND AFTER SALES SERVICE

In accordance with these terms and conditions of sale (see article 7.4.), any reservation on the part of the Customer following delivery of the goods (damaged goods or incorrect quantity delivered) must be clearly noted on the transport company’s consignment note or delivery note (CMR) and then sent via email to the Seller at the address contact@jardin-bois.com, together with a copy of the delivery note containing the reservations (which can be done via the “contact” page of the Websites by selecting “claim”).


Any claim relating to a fault with the goods delivered or a latent defect must also be submitted in writing via email to the address contact@jardin-bois.com, with dated photographs in attachments clearly showing the stated problem (which can be done via the “contact” page of the Websites by selecting “claim”).


The Customer has a period of 48 hours following receipt of the goods to notify the Seller of all its reservations, after which time no claim shall be accepted.


The Seller shall be required to act promptly on any claim submitted correctly according to the above-mentioned rules. The Seller shall be required to respond to the Customer within a reasonable timeframe.


Any faults, defects, damage or errors acknowledged by the Seller can result in compensation, replacement or the taking back of the goods delivered. Any other direct or indirect form of compensation is excluded.


In the absence of amicable agreement between the parties, the courts in whose territory the Seller’s registered office is located at the time legal action is initiated shall have sole jurisdiction for any dispute relating to the performance, validity, breach, interpretation or termination of the contract concluded between the parties.