GENERAL TERMS OF SALES
FIIISH Ltd– 1st October 2023
ARTICLE 1 – DETAILS ABOUT THE COMPANY
Fiiish is a Ltd company with a capital of €200,816.00 registered with the Trade and Companies Register
of Brest.
SIRET: 519 215 594 000 36
Headquarters: 8 Boulevard Gabriel Lippmann – 29850 GOUESNOU – France
VAT number: FR36519215594; APE code: 4649Z
Phone: +332 98 84 08 28; Fax: +332 98 15 35 39 ; Email : clients@fiiish.fr
ARTICLE 2 – APPLICATION AND OPPOSABILITY OF THE GENERAL TERMS OF
SALES
These general terms of sales apply to all orders without restriction or reserve placed by professional
retailers (hereinafter the customer) located in France and all over the world to Fiiish Ltd
They prevail over all other documents, and especially over customer’s purchasing terms, not expressly
accepted by Fiiish Ltd (by writing). In any case, by placing an order to Fiiish Ltd cannot mean that Fiiish
accepts customers’ purchasing terms or any other derogatory term issued by the customer only. The
general terms of sales are automatically sent or given to each customer so he can place order. They
also include unit prices. General terms of sales contain all the information Fiiish Ltd finds necessary to
get customer’s approval. Before any order, customer is responsible for asking Fiiish Ltd any information
he finds necessary or useful, he hasn’t received. All data contained in our catalogues are provided
for information only. Fiiish Ltd keeps the right to establish specific terms of these conditions of sales
according to what is negotiated with the customer. The same way, Fiiish Ltd keeps the right to modify its general conditions of sales at any moment. Customer complies with general terms of sales effective the day of his order. If Fiiish Ltd or the customer does not take advantage of any prerogative stated in these general terms of sales at any time, does not mean that Fiiish Ltd or the customer will not take advantage of it later on. Unless otherwise stated, Fiiish Ltd is not bound to any commitment of duration with his customer and is free to end its commercial relationship with him at any time according to Article L.442-1, II of Trade Code.
ARTICLE 3 – PROFESSIONAL DATA:
To know better its customers, Fiiish Ltd can ask them professional data. These data are available upon
request and are provided for information only and are not contractual.
GENERAL
TERMS
OF SALES
ARTICLE 4 – ORDERS:
4.1 DEFINITION:
Placing an order means buying items from Fiiish Ltd’s order form. Any order must be placed to Fiiish
Ltd’s commercial team at export@fiiish.fr or from the website : https://pro.fiiish.com/. Any order by mail
or on the website commits the customer as soon as he places it. An order placed with a different order
form from the effective one can be refused by Fiiish Ltd. Every year, Fiiish Ltd sends its current order
form by mail together with its general terms of sales and remains available upon request.
4.2 – ORDER MODIFICATIONS:
Once received from customers, orders are considered as accepted after written acknowledgement or
shipment of the goods. Any modifications must happen before preparation of order and provided they
are accepted by Fiiish.
4.3 – ORDER REFUSAL:
If the customer places a new order to Fiiish Ltd without having paid the previous one(s), Fiiish Ltd can
refuse to process the new order and deliver the concerned items, the customer can not claim any
compensation whatever the reason. In the case of the opening of a new customer account, Fiiish Ltd
keeps the right to refuse an order under the value of €150.
ARTICLE 5 – PAYMENT TERMS:
5.1 PRICE:
Unit prices are stated on the order form sent to the customer. Prices are in euros and without VAT,
freight paid. However, for orders under €500 (five hundred euros) freight paid, freight charges are
invoiced to the customer and invoiced by Fiiish further to the corresponding quotation obtained
according to the delivery place. As regards to orders delivered on Saturdays, the customer will pay an
extra charge based on a previous estimation, whatever the value of his order.
The applicable price to be invoiced is the price in force the day of the order. All prices are fixed and can
not be modified during the pricing period as specified in the order form. Outside this period, Fiiish Ltd
can amend the prices at any time.
5.2 PAYMENT TERMS:
For any first order, payment must be made before shipment by swift or cheque as soon as
acknowledgment of order is received from Fiiish Ltd. Nevertheless, the first order must be paid within 30
working days otherwise it will be cancelled. In any other case, orders are payable within 30 (thirty) days
end of the month, to Fiiish headquarters according to the following terms:
– By swift
– By letter of credit
– By cheque
A final invoice is issued by Fiiish Ltd upon delivery. Final payment will be considered as so after effective
payment collection by Fiiish Ltd.
5.3 – DISCOUNT:
No discount will be granted by Fiiish Ltd in case of advance payment.
5.4 – REBATE, DISCOUNT, END OF YEAR DISCOUNT:
The customer can be allowed an end of year discount by Fiiish Ltd according to the total quantities
ordered along the year. Only customers without overdue or rejected payment will be entitled to this
discount. The end of the year discount grid is available upon request to Fiiish Ltd.
5.5 – OVERDUE PAYMENT:
In case of overdue or rejected payment of letter of credit by banks, penalties will be automatically and
legally due by Fiiish Ltd, without any procedure or formal notice, without prejudice to any other action
Fiiish Ltd can intend to take in this case against the customer. In the absence of special provisions
(which cannot be three times the legal interest rate), the overdue interest rate will be calculated by the
European Central Bank to its most recent refinancing operation, increased by 10 points of percentage.
Any overdue payment will generate a fixed recovery fee of €40, even in case of partial payment. Fiiish
Ltd is entitled to ask for an additional compensation if recovery fees actually paid exceed this amount,
upon presentation of receipts.
Besides, in case of overdue payment, the total due amount will be legally and immediately due without
previous notice. In case of non-respect of these above-mentioned conditions, Fiiish Ltd keeps the right
to suspend or cancel any pending order, without prejudice of any other procedure.
ARTICLE 6 – DELIVERY
6.1 CONTENTS:
Fiiish Ltd is entitled to amend its current products at any time without having to modify its previously
delivered or being ordered items.
6.2 DELIVERY TIME:
Delivery times are given on an indicative and informational basis only. Fiiish Ltd will do its utmost to
deliver its products as soon as possible, generally within seven (7) days abroad (unless backordered
product and depending the delivered area and customs demands) from the acknowledgement of order
by Fiiish Ltd. Fiiish Ltd is allowed to process with total or partial delivery. Potential delays will not entitle
the customer to cancel the order, refuse the products or claim for any damages. In any case, the given
delivery time is legally suspended by any event beyond Fiiish Ltd’s control that may delay the delivery.
6.3 RISKS:
Fiiish Ltd is responsible for the transport of its products until they reach the scheduled delivery place on
the order. Therefore, Fiiish Ltd is also responsible for risks of loss and damage during the transport. Fiiish
Ltd cannot be held responsible for damages during downloading or when the customer contracted his
own transport.
Loss and damage risks are transferred to the customer once delivery and receipt of the items are
effective, independently of property transfer, whenever the order date and its payment. In case of
damage, Fiiish Ltd requires to be informed as soon as possible since it needs to contact its insurance
company within 2 days in case of robbery and within 5 working days in other cases.
ARTICLE 7 –PRODUCT CONTROL:
Customer commits to checking products when he receives them:
– To check the condition and the quantity of received products (number of parcels received in
relation with the packing list), by opening the parcels in front of the driver.
– To notify accurate reservations on the packing list in case of defects, damaged parcels
or missing items.
As per article L133-3 of the French Trade Code, if there are no out of court reservations, neither sent by
registered letter with acknowledge receipt to the forwarder within 3 days following the delivery (whose
copy will be sent to Fiiish Ltd), items are considered as accepted by the customer. In any case, the
customer is responsible for taking any relevant and in time actions towards the forwarder.
Apart from these actions towards the forwarder, any claims regarding visible defects must be addressed
to Fiiish Ltd within 48 days by letter following the delivery of the goods at the customer’s place. The
claim must indicate the references mentioned on the invoice and the batch number of the item. Failing
these prescriptions, items are considered as accepted by the customer.
Once Fiiish Ltd or its representative has made a check and confirmed the defect, the customer can
only ask Fiiish to replace the non-conforming products. He cannot ask for the cancellation of the order,
nor any compensation, nor the extension of the payment. In any case, no return can be made without
express and written previous agreement of Fiiish.
ARTICLE 8 – LIABILITY:
Fiiish Ltd is only responsible for the conformity of its ordered products. As for their conformity to the
standards of the country they are delivered to, Fiiish Ltd only guarantees their conformity on the French
territory: standards, legal dispositions and regulation. In any case, Fiiish can be held responsible for
unsold products, inventory turnover of these products, and this, from the time products are delivered at
the customer’s place.
Damages to goods and/or premises and people caused by storage conditions, handling and use of the
products are the only responsibility of the customer. Likewise, the way the products meet his own
needs and his customers’ is the only responsibility of the customer. The customer acts on his behalf and
under his own responsibility in his relationship with his own customers and other parts, and will be held
responsible for getting, maintaining and respecting the authorization necessary for his activity. The same
way, he is responsible for informing his own customers regarding the use of the products, its storage and
the relevant safety of them.
Consequently, the customer commits to releasing Fiiish Ltd from any legal actions, claims, judgements,
actions, sentences or any other fees related to his activity, for example any actions relating to sales
conditions of the products and if it is the case, he guarantees Fiiish Ltd in the same conditions.
In any case, Fiiish Ltd (i) cannot be held responsible for indirect prejudice the customer can suffer from
due to decrease of his turnover, of his profits, opportunity loss, customer loss, profit loss (ii) and under
no circumstances it can exceed the amount of the concerned order.
ARTICLE 9 – FORCE MAJEURE:
Fiiish Ltd declines all responsibility in case of force majeure if its above obligations are not completed.
Force majeure means all events recognized by the French law and case-law such as: strike, riot, fire,
explosion, flood, power restriction, transport or production disorder, act of God and generally speaking
all event supposed to prevent production and/or shipment of the goods.
ARTICLE 10 – RETENTION OF TITLE:
FIIISH LTD RESERVES THE PROPERTY OF THE GOODS UNTIL COMPLETE PAYMENT OF THE PRICE BY THE
CUSTOMER IN PRINCIPAL AND ANCILLARY AMOUNTS AND EVEN IN CASE OF DEFERRED PAYMENT.
Our right to reclaim concerns products but also their prices if they have also been sold, destroyed or
they are missing.
The retention of title does not impede the transfer of loss risks or damages on sold products to customer
as well as damages they may cause to goods or to persons, once goods are delivered, according to above
mentioned article “Delivery”.
ARTICLE 11 – TERMS OF CUSTOMER’S OUTLETS:
The customer commits to selling Fiiish Ltd’s products to consumers in the original packaging, on store
shelving pins and not sales unpacking. The same way, products must not repackaged or modified.
The customer commits to respecting the brand image which means a clear and neat presentation of
Fiiish product range in his outlet and not selling Fiiish’s products next to established and well-known
derogatory connotation products.
The customer is allowed to sell the products on the internet through his own website or his other
internet channels. He can also use optimisation techniques from search engines or advertise online.
Conversely, Fiiish Ltd forbids the customer to sell its products on third-websites in order to protect its
image, its brand positioning in accordance with its freely define commercial strategy.
ARTICLE 12 – INTELLECTUAL PROPERTY:
Fiiish Ltd is and remains the right holder of intellectual property of its products. These general terms of
sales do not transfer this right to the customer.
The customer cannot use the brands, the logos, the documents, the packaging or any other intellectual
property right belonging to Fiiish Ltd except for the sole purpose of promoting the sales of its products
in normal conditions of his activities respecting these terms and especially referring to the following
article: “Terms of customer’s outlets”.
Fiiish Ltd reserves the right to disagree, forbid or stop any use of its brands, logos, documents, packaging
or any of its other intellectual property rights if they are used in an unfair, derogatory or demeaning
way, or if it is counterfeiting or parasitism or against its image.
Namely, in case the products appear on third websites, the customer may be held responsible.
ARTICLE 13 – JURISDICTION CLAUSE:
In case of dispute, Fiiish Ltd and the customer will try and find a friendly solution before any legal action.
IN CASE OF FAILURE, ALL DISPUTES REGARDING THESE GENERAL CONDITIONS OF SALES AND/
OR ORDERS THAT MAY GENERATE FROM THEM, AND IF THEY CONCERN THEIR VALIDITY,
INTERPRETATION, EXECUTION, CANCELLATION, CONSEQUENCES AND WHAT FOLLOWS, WILL BE
SUBMITTED TO THE COMMERCIAL TRIBUNAL OF BREST.
This jurisdiction clause also applies in case of warranty claim, summary proceedings, plurality of
instances or parts, or incidental claim. This clause cannot be changed even if a different jurisdiction may
appear on the customer’s documents.
ARTICLE 14 – APPLICABLE LAW:
The present general terms of sales, their purchase and sales operations are only ruled by French law.
They are specifically approved and accepted by the customer. He consequently declares and
acknowledges to be fully aware of them and renounces to use any conflicting document, especially his
own purchase terms that would not be signed by Fiiish Ltd.
ARTICLE 15 – PENALTY CLAUSE:
In case of repeated failure to pay the due amounts and no reply to a formal notice sent by registered
letter with acknowledgment of receipt within 5 days, the customer will be charged a compensation of
15% of due amounts, plus legal interests and potential legal fees, without prejudice to the right of the
creditor.