Applicable for toy retailers-distributors
Updated : 2024
General principles :
These general commercial terms and conditions are exclusively applicable to products delivered and invoiced to customers established in Denmark, Finland, Norway and Sweden.
The placing of any order with EPOCH D’ENFANCE implies unreserved acceptance of these general conditions of sale to the exclusion of any other condition issued by the customer, even after the date, unless explicitly accepted by us.
The nullity, ineffectiveness, or waiver of one of the clauses of these general terms of sale cannot prejudge the validity of the other clauses.
1/ Rates and prices :
The price comes into force on January 1, 2024, for any delivery from this date.
The prices appearing on our rates, circulars and other commercial documents, are given for information only and may be subject to a modification applicable automatically on the date specified, subject to notification from us 2 months before the date of application.
In the event of a price increase, the buyer will have the right, within eight days of notification of the new prices, to terminate his order by registered letter, without interest or compensation.
Our prices are established excluding taxes.
Customers of EPOCH D’ENFANCE are solely responsible for setting and advertising their resale prices within the framework of the regulations in force.
2/ Orders :
The orders we receive only bind us in the absence of reservations communicated in writing by us within 4 working days after receipt of the order.
We also reserve the right to refuse any request for cancellation or modification, for whatever reason, and to notify it in writing within 4 working days of the request.
Orders are not subject to returns for unsold items.
3/ Delivery :
The carriage and packaging paid is from €1,000 net billable excluding taxes per order.
The delivery times indicated on the order form or any other document relating to the order are given for information only. Whatever the reasons, our responsibility cannot be engaged in the event of late delivery in relation to this indicative date, except in the event of fraud which would be attributable to us.
The buyer agrees to take delivery of the order immediately.
Any customer who, for any reason, would like to delay taking delivery of an order must notify us:
. If it is an order that complies with our standard delivery provisions:
.. At the latest 10 days for delivery to a store, before the initial deadline.
.. No later than 15 days for delivery to a warehouse or logistics platform.
We are not required to accept these modifications and in the event of acceptance we reserve the right to revise the specific conditions of the order.
Insofar as the compliant delivery is not accepted at the initial (or modified and the modification accepted by us) deadline, we may, at our option, in the event of a new delivery being accepted, invoice the costs of re-delivery.
- Or, without this clause being imposed in any case, consider the sale terminated automatically without any extrajudicial or judicial formality and this subject to any damages caused for failure to take delivery within the required time. We may then dispose of the goods for the benefit of a third party.
- Either, and without this clause being imposed on us in any case, give notice to the customer by simple registered letter to have to remove the goods and, failing that, within forty-eight hours, to store them in a place chosen by us.
The invoice corresponding to the value of these goods will then be sent to the customer and will become payable immediately regardless of the payment terms that may have been originally granted, plus the corresponding logistics costs.
4/ Transportation :
Notwithstanding the clause relating to the retention of title and even in the event of free delivery, our goods travel at the risk and peril of the recipient.
5/ Complaints :
In the event of shortages, partial or total loss, and/or deterioration of the goods and/or delay in delivery, whatever the cause, it is the responsibility of the recipient to take all necessary protective measures. In particular, he must formulate any dispute with the carrier upon delivery, mentioning the number of missing and/or damaged boxes on the transport contract (receipt or delivery slip).
He must also confirm these disputes by registered letter with acknowledgment of receipt addressed to the carrier, with a copy to EPOCH D’ENFANCE, at the latest within 3 days of receipt of the goods transported.
After the expiry of this period, the goods delivered are deemed to have been irrevocably approved by the buyer, and any complaint will be denied.
6/ Products :
Our products comply with the European standards applicable to them. Our responsibility cannot be engaged in the case of non-compliant or abnormal use of our products by the distributor or the consumer.
The indications of weight, sizes which appear in our technical sheets are averages.
The content of each of our products has been checked before packaging. Any distributor who accepts a return of a product for the benefit of the consumer or for the benefit of one of his reseller customers, does so under his own responsibility, particularly with regard to the control of the contents of the box.
EPOCH D'ENFANCE will in no way be held liable for any defect in content that may or may not have caused harm to the consumer or the reseller customer, insofar as the distributor does not apply precise control of the content of the products being accepted.
The reproductions of our products appearing in our catalogs and other commercial brochures are made for information only and are not contractual.
Any use of our products (visuals, names, brands, etc.) in the advertising media of our customers must be validated by us in order to comply with our marketing charters.
7/ Payments :
Unless otherwise stipulated, payments are made 30 days net from the date of invoicing.
The non-payment of any debt by the customer entails, upon simple request from us, the forfeiture of the term of all his debts to us as well as the immediate payment of any sum due to us.
In the event of sale, assignment, pledge or contribution to the company of its business and equipment by the buyer, as well as in the event that one of the payments is not made on the date, the sums will become payable immediately as of right, regardless of the conditions previously agreed.
An indemnity equal to 3 times the legal interest rate will be applied for late payment penalties, this rate is equal to the interest rate applied by the European Central Bank to its most recent refinancing operation increased by 10 points of percentage. In accordance with Article L.441-6 of the Commercial Code, this penalty will be increased by a lump sum compensation for recovery costs in the amount of €40. These indemnities will be payable without prior notice, the day following the date appearing on the invoice until the day of full payment.
If, during a previous order, the buyer has evaded his obligations (default or late payment), a refusal to sell may be opposed to him, unless the customer provides satisfactory guarantees or cash payment. No discount for cash or advance payment will be granted.
Notwithstanding the preceding paragraph, payments are made in advance in the following cases:
• Late payment of more than 5 days after the due date of the invoices, including for invoices deemed disputed for their undisputed part;
• Outstanding payment;
• Refusal by credit insurance, cancellation of credit insurance, or even reduction of the outstanding amount insured by credit insurance such that the outstanding amount covered is not able to cover the outstanding amount of the customer including the amount of the orders to be delivered by EPOCH d'ENFANCE
• Refusal by the client to communicate financial information concerning him (balance sheets, closing of accounts, cash flow)
• Lowering of the rating assigned to the customer by information or credit insurance organizations
These derogatory payment conditions apply immediately to all orders not yet delivered.
An order for payment in advance must be paid for a maximum of one month after the publication of the pro forma, after this period the order will be cancelled.
Payment in advance or cash payment will not give rise to any discount.
All duties, costs and taxes whatsoever, to which the execution of the present could give rise, will be the sole responsibility of the buyer.
8/ Retention of title :
The seller retains full ownership of the products until full payment of the main price and accessories.
As soon as the products are delivered, the buyer takes responsibility for any damage that they may produce or suffer, for any reason whatsoever. He will have to take out insurance adapted to the guarantee of the owner.
The buyer must keep the goods sold under retention of title in such a way that they cannot be confused with goods of the same nature from other suppliers.
In the event of non-compliance by the buyer with a payment deadline, the seller without losing any of his rights, and in particular his right to the termination of the supply contract, may demand by registered letter the return of the products by the buyer or seize the sums owed by the final buyer.
The return of the goods will be carried out at the expense of the buyer.
The termination of the contract may, in the event of non-compliance by the buyer with a payment deadline, be demanded by the seller by registered letter if eight days after a formal notice sent by EPOCH D'ENFANCE to the buyer by registered letter with acknowledgment of receipt, the buyer has not regularized the situation.
The buyer agrees to keep EPOCH D'ENFANCE immediately informed of any change in his situation and in particular of his declaration for receivership from the day of this in order to allow EPOCH D'ENFANCE, according to the provisions of the Code of Commerce in collective proceedings, in particular to claim the goods within three months of the publication of the declaratory judgment.
The buyer must also inform EPOCH D’ENFANCE immediately of any threat, action, seizure, requisition, confiscation or any other measure that may call into question his right of ownership over the goods.
Failure to comply with these provisions by the buyer would engage his responsibility and authorize EPOCH D’ENFANCE to cause the resolution of the sale under identical conditions to those fixed in terms of resolution for non-compliance with a payment deadline.
The goods still in possession of the buyer will be presumed to be those still unpaid.
EPOCH D’ENFANCE may take them back as compensation up to the amount of the invoices that have remained unpaid and request payment in cash of the sums due exceeding the value of the goods recovered.
9/ Provision of services :
Remuneration for commercial cooperation services provided by our clients is acquired only after recognition by EPOCH D'ENFANCE of the fulfillment by the client of the obligations they imply, and this despite any formal commitment that the client may make towards EPOCH D'ENFANCE to fulfill these obligations.
Remuneration will be paid after invoicing by the customer following the completion of the service, 45 days end of month after the date of invoicing. The basis of calculation is the net turnover invoiced excluding FOB, and any sales at net price.
The services rendered by the stores may be invoiced by the head office, which then acts on behalf of the stores and assumes the retrocession of the remuneration to the stores.
10/ Payment of rebates :
A rebate credit note will be issued by EPOCH D’ENFANCE after checking the rebatable turnover in the 2nd half of January 2025 with a maturity of 45 days from the end of the month. In the event of non-payment, the credit note is issued after payment of all of the rebatable turnover, which is the basis for calculating the rebates.
11/ Dispute relating to the application of commercial documents :
Any dispute relating to the application and/or interpretation of our prices, our general terms of sale, commercial cooperation agreements, obligations to which EPOCH D'ENFANCE is a party, will no longer be admissible after establishment of the balance of the conditions for the year concerned and, failing that, beyond a period of 24 months following the end of the financial year during which these documents were in force.
12/ Use of EPOCH D’ENFANCE documents :
The presentation documents for EPOCH D'ENFANCE products developed by the EPOCH group (illustration of themes, characters, visuals of EPOCH boxes, pictograms, etc.) as well as logos and brands are subject to the laws on copyright and all laws and regulations relating to the protection of intellectual and industrial property. These documents must not be copied, exchanged, distributed or otherwise made available to any third party, whether for commercial or distribution purposes with the exception of documents duly authorized in advance by EPOCH D’ENFANCE and made available to its customers for this purpose. This provision is not transferable by the customer to a third party without the prior approval of EPOCH D’ENFANCE.
Any communication from our customers on their website or other digital media (in particular: online sales site, "click and collect", drive, digital terminal, applications, etc.) concerning the EPOCH D'ENFANCE brand and its products must comply with our Internet charter.
13/ Place of performance and jurisdiction :
Any dispute between EPOCH D'ENFANCE and one of its customers arising directly or indirectly from the interpretation, validity and/or execution of these general terms of sale and its consequences will fall under the exclusive jurisdiction of the Commercial Court. of Nanterre even in the event of a warranty claim or multiple defendants.