// GENERAL TERMS OF SALES DEMETZ SAS

1 – OVERVIEW

These General Terms of Sale codify the commercial practices of the French ocular optics industry. They are compliant with the rules of contract law and competition law, and they draw on the GIFO terms (Groupement des Industriels et Fabricants de l’Optique – Consortium of Optical Industries and Manufacturers) of which the trade association terms of sale No. 2009012465 are filed at the Expert Assessments and Practices Office of the Paris Commercial Court Registry. Those rules cover the SIDOL (Syndicat des Importateurs et Distributeurs en Optique Lunetterie – Eyewear Optics Importers’ and Distributors’ Trade Association) of which Demetz SA is a member.

Pursuant to Article L 441-6 of the Commercial Code, as arising from the Dutreil Act of 2 August 2005 and the Economic Modernisation Act No. 2008-776 of 4 August 2008, the General Terms of Sale of Demetz SA, referred-to herein as the Supplier, constitute the core in commercial negotiations. These General Terms of Sale shall apply to all contractual relations between the “Supplier” and the customer company, hereinafter referred-to as the “Customer”, and shall have precedence over any document that has not been expressly accepted. Any exception to these terms must have the Supplier’s express and written consent and may give rise to countervailing concessions.

These General Terms of Sale shall be governed by the law of sale where they apply to the supply of standard products (particularly any type of product shown in a catalogue). These Terms of Sale shall be governed by the business contract law where they apply to the manufacture of a product based on a schedule of specifications, or to the provision of a service.

For purposes of these General Terms of Sale, the term “written” shall denote any document made out on hard copy paper, on electronic medium or fax. In view of the investment they entail, the use of electronic transactions such as EDI are not included in the offer, except where otherwise indicated.

A Customer’s request to use such electronic means, not included in the offer, may entail negotiation and give rise to consideration.

2 – FORMATION OF CONTRACT

2.1 Order
The contract shall be formed only subject to acceptance of an order by the Supplier using any means.
The Supplier reserves the right to reject or modify the order, giving notice thereof by any means. Any order accepted by the Supplier shall be deemed to imply the Customer’s acceptance of the Supplier’s offer. The order must specify the product description, quantities, the pricing applicable at the date of the order, and the lead times. The prices in our pricing schedule shall be understood as per article and net of tax. Conditional orders shall concern solely the following, for the taking of measurements and leak-tightness testing:

diving masks;
glasses for ball sports;
swim goggles;
outdoor glasses made to be customised for vision in 8 base.

Only conditional orders shall be eligible for return, subject to the limit of fifteen (15) days within which to return the goods in the original packaging.

2.2 Modification or cancellation of the order
Any modification requested by the Customer to an order shall be subject to the Supplier’s express consent. An order expresses the Customer’s irrevocable consent, and the Customer may therefore not cancel it unless by the Supplier’s express and prior consent. In such case, the Customer shall indemnify the Supplier for all costs incurred and for all direct or indirect consequences so arising. In addition, any payment on account already made shall be retained by the Supplier.

2.3 Opening and keeping an account, financial situation
The Supplier reserves the option of requiring that the client, for the opening and keeping of an account, produce accounting, financial and legal documents and, where applicable, that it provide guarantees. The Supplier reserves the right to require full or partial payment at the time of making the order if warranted by the Customer’s financial situation.

3 – PROFESSIONAL STATUS OF PARTIES INVOLVED

The supply of products like sunglasses and sun masks for sports related use, with or without corrective lenses, to retail opticians whether practising in their own name or as a company, requires such opticians to comply with the conditions of professional practice provided by law and, in particular, to comply with Articles L 4362-1 to L 4362-9 of the Public Health Code, and to comply with any and all regulations issued by the health authorities.
The Supplier reserves the option of discontinuing all commercial relations if the products are not sold to the public by duly authorised persons and under the conditions provided by the regulations.

4 – COMMERCIAL POLICY

Where the Customer has the capacity of a retailer, it undertakes to sell only at its own point of sale, on retail and to direct consumers, and in compliance with the regulations applicable to the products.
The Customer shall refrain from undertaking promotional operations (sales, discounts, promotions, etc.) involving the products supplied under the Supplier’s brand except with the latter’s express and prior consent.
The technical guides, catalogues, estimates, conditions and pricing schedules provided at the Customer’s request do not constitute an offer: They are given for guidance only and show the prices net of tax in euros per unit, with packaging and carriage forward. They may be changed without notice. The pricing schedules apply to supplies and deliveries in France and in the French Overseas Departments and Territories (DOM TOM).
The Supplier reserves the option of changing the technical characteristics of the products supplied without prior notification to customers.

 

5 – SHIPMENT, DELIVERY

5.1 Terms of delivery
Except by special stipulation expressly notified to or accepted by the Supplier, delivery shall be made by direct delivery to the Customer, or by simple notice of availability, or by delivery at the Supplier’s plant or warehouses to a shipper or carrier appointed by the Customer or, failing such appointment by it, chosen by the Supplier.
Accordingly, the risks are transferred to the Customer upon delivery without prejudice to the Supplier’s right to reserve title.
Regardless of the transport conditions, the products shall be carried at the consignees’ risk, with carriage payable by the Customer. The Customer shall be responsible for formulating any necessary reservations to the carrier within the prescribed time limits at reception of goods, and the cost of inspecting the products shall remain for the Customer’s account.

5.2 Delivery time
If delivery times are stipulated they are nevertheless for guidance only and may be varied in the event of circumstances occurring independently of the Supplier’s control or through the Customer’s action or inaction. No delay shall give entitlement to indemnity or to rejection of the products.
CARRIAGE FREE: Our prices are expressed carriage free for any order of an amount in excess of €150 net of tax within Metropolitan France.

6 – TERMS OF PAYMENT

6.1 Invoicing
Shipped orders are invoiced using invoices made out exclusively by the Supplier. A monthly statement may be issued for invoices and credit notes, to which may be posted any rebates.
The Customer shall refrain from any illicit practices of unilateral debits or credits and shall generally refrain from invoicing any sum that has not been expressly recognised by the Supplier as arising from its own liability.
Any unilateral deduction by the Customer from any one of its payments, (and particularly by unilateral debits, discounts, rebates, reductions or end-of-year concessions not expressly granted by the Supplier), shall constitute non-payment and may give rise to the charging of delay penalties.
To be admitted, any request to rectify an invoice must be formulated within the month following receipt of the statement. Amounts receivable shall be payable by the debtor unprompted, and not at the creditor’s request.

6.2 Payment methods and times
Except where expressly agreed otherwise, payments shall be made on the thirtieth (30th) day following the invoice issue date:
– by direct debit; or
– by truncated bill of exchange draft debited directly without acceptance; or
– by bank transfer; or
– by cheque.

All payment instruments must reach the Supplier before the due date indicated on the invoice or statement.
Any clause or request to set or obtain a payment time exceeding that thirty-day limit or any payment time agreed, may be considered wrongful within the meaning of Article L 442-6-1 JO as arising from the Economic Modernisation Act No. 2008-776 of 4 August 2008, and is liable among others to a civil fine of up to two million euros:

The contractually-agreed payment dates may not be challenged unilaterally by the Customer on any grounds whatsoever, including in the event of a dispute.
Early payments shall not entitle to discount unless especially agreed otherwise.

6.3 Payment delay
Pursuant to Article L 441-6, para. 12 of the Commercial Code as arising from Economic Modernisation Act No. 2008-776 of 4 August 2008, for any delay in payment, delay interest may be chargeable at a rate equal to the most recent European Central Bank refinancing rate as increased by ten (10) points.
Any delay in paying an instalment fallen due may, at the Supplier’s discretion, incur forfeiture of the contractual term, whereupon all sums due shall become immediately payable.

In the event of delay in payment, the Supplier reserves the right to exercise its right of lien, and to suspend deliveries immediately, after the serving of formal notice remaining without response within eight (8) days of its receipt. The Supplier’s availing itself of either and/or both these provisions shall not deprive it of the option of invoking the reservation-of-title clause stipulated in Article 7 of these General Terms and Conditions. Pursuant to Article L 441-6, para. 12 of the Commercial Code as arising from Act No. 2012-387 of 22 March 2012 applicable as from 1 January 2013, any late payment shall lawfully incur charge, as from the first day following the payment date shown on the invoice, of a lump-sum indemnity for recovery costs of €40 net of tax (Article D 441-5 of the Commercial Code).

6.4 Purchasing unions
Unless otherwise agreed, purchasing unions acting as agents for their members are responsible in that capacity for paying invoices on behalf of those members and guaranteeing their payment at the agreed due dates.
In the event of delay or default by a purchasing union in the payment of invoices for which it is liable, the Supplier reserves the option of claiming payment of them directly from the members.

6.5 Debit notes
Article L 442-6 I, 8 of the Commercial Code declares illegal “returning goods or unilaterally deducting from the amount of the invoice raised by the supplier, penalties or discounts that correspond to non-compliance with a delivery date or non-compliance of the goods, when the debt is not certain, liquid and due, without the supplier being able to check the validity of the corresponding claim”.
The Customer shall refrain from invoicing or deducting any sum to which the Supplier has not consented. Any unilateral debit shall be treated as a dishonour to which shall apply the provisions of these general terms and conditions governing delays in payment.

7 – RESERVATION OF TITLE

The Supplier shall reserve title to the products delivered until due payment of the full price in principal and accessory items. Failure to pay any one or all payment instalments as they fall due may incur claim to such products. These provisions shall not prejudice as from delivery the transfer to the Customer of the risks of loss of or damage to the products together with any legal damages to which they may give rise. The mere delivery of an instrument creating an obligation to pay (bill of exchange, promissory note, cheque) shall not constitute payment within the meaning of this clause, and the Supplier’s originating claim on the Customer shall remain in being with all its related securities and guarantees including the reservation of title until the said payment obligation has been fulfilled.

The Customer shall refrain from removing the packaging or labels displayed on the products in stock and not yet paid-for.
In the event of seizure or attempted seizure by a third party, the Customer covenants to state the reservation of title and to promptly notify the Supplier accordingly.

8 – PRODUCTS RETURNED AND TAKEN BACK

8.1 Terms and procedures for the return and taking-back of products
Products may only be returned or taken back upon the Supplier’s express prior written agreement. The fact of the Supplier having consented to return of a given product shall not confer upon the Customer the right to obtain a return for other products, even if identical. To be admissible, a request to take products back must be made within fewer than fifteen (15) days from the date shown on the delivery note for the products to be taken back.
Since a product return incurs costs of inspection and reconditioning, the corresponding credit note may therefore be reduced by 20%.
The products must be returned carriage paid at the Customer’s cost and risk in their original packaging and condition, and enclosing the original delivery note. Any request for a credit note on a product returned incomplete shall be rejected (e.g. missing strap, lens, nose pad, packaging or user manual).

8.2 Special cases
Where the parties agree on the supply of trial products, the terms and procedures for their return shall be indicated in the Special Conditions. For special cases where products are returned or taken back following cancellation of an order or broken assembly, the Supplier reserves the right to invoice a determined percentage of the value of the product in accordance with its Special Conditions, or a lump sum.

To be admissible, any request for the supply of products identical in every respect for broken products must be made within not more than seven (7) days of the date of delivery shown on the delivery note for the broken products. Beyond that time limit, or in the event of different products being requested, the replacement products shall be payable in full.

9 – WARRANTIES AND LIABILITY

9.1 Compliance with health-related rules governing medical appliances
All products covered by these General Terms and Conditions satisfy the requirements applicable to them as of the Supplier’s initial marketing of them. They fulfil the health and safety requirements of European Directive 93/42/EC of 14 June 1993 and of Articles R665-1 et seq. of the Public Health Code insofar as those provisions are applicable to them.
Where it intends to resell the products outside the European Economic Area, Switzerland and any other country having entered into a free-trade agreement with the European Union, the Customer shall consult the manufacturer beforehand to examine the products’ compliance with local regulations.
The Supplier Warrants to the Customer the conformity of its Products to the technical standards with which it has explicitly declared compliance.
A product’s conformity with an erroneous prescription or order shall not constitute a defect of conformity, hidden defect or safety defect of the product attributable to the Supplier. The Supplier shall not be liable for errors in prescription, the taking of measurements or the order, errors of assembly or uses of products not suited to their purpose.

9.2 Warranty
The Supplier Warrants the Product for two (2) years from the date of the invoice issued by it free of any defective material or manufacture, under the following conditions:
– the use of the product must be conformable to its ordinary purpose;
– the Customer must ensure that the Supplier is informed immediately and in writing of defects imputed to the product and shall supply full justification as to their genuineness. The Customer must afford the Supplier every facility for ascertaining those defects and for remedying them where applicable; the Customer shall furthermore refrain, except with the Supplier’s express agreement, from repairing or replacing the defective products itself or by a third party.

Where these conditions are not fulfilled, the Supplier’s warranty shall be void. These conditions shall not prejudice applicability of the statutory warranty where applicable.
Repairs and replacements performed under warranty shall not commence a new warranty period and shall not extend the initial warranty period.
Warranty shall not apply in cases where liability is excluded as enumerated in Article 10.3 hereof.

Pursuant to Decree No. 2014-1482, we hereby inform our customers that the period of availability of spare parts for a product is two (2) years from the date of its removal from collection.

9.3 Limitation of liability
The Supplier’s liability shall be limited to direct damage to property incurred to the Customer arising from faults attributable to the Supplier in the performance of the contract.
The Supplier shall not be liable to repair damage arising from faults committed by the Customer or by third parties in connection with the performance of the contract.
The Supplier shall in no circumstances be liable to indemnify consequential or indirect damage such as operating loss, loss of profits, damage to goodwill, loss of earnings, etc.
The Customer vouches for the waiving of claim by its insurers or by third parties in contractual relationship with it, against the Supplier or its insurers beyond the limits and exclusions laid down above.

Liability is excluded in the following cases:
– for the consequences of using a product exhibiting a visible defect;
– where faulty operation is due to normal wear and tear of the item;
– where the defect arises from force majeure as defined in article 11, or from negligence, misuse or lack of maintenance on the part of the Customer, or from servicing of the item not authorised by the Supplier;
– in the event of error or wrong product-choice recommendation by the Customer or by any other third party involved;
– in the event of the Customer failing to comply with the rules and standards applicable to it under Directive 93/42 of 14 June 1993;
– in the event of errors in assembly, mishandling, inversion of lenses, refraction error, etc.;
– in the event of failure to comply with any indications and recommendations by the Supplier.

9.4 Penalties
Where penalties and indemnities have been mutually agreed, they shall be deemed to be fixed indemnities in full discharge of liability and shall exclude any and all other penalties or indemnities.

9.5 Duty to inform the customer
The Customer undertakes to deliver to the product end user the information referred-to in European directive 93/42/EC insofar as that directive is applicable to them. This information is shown on the User Guide issued to every Customer on request.
The Customer shall inform customers of the product characteristics, the conditions for correct use of the product and the need for medical examination where applicable. The Customer shall be solely liable for issuing this information.
The Customer shall communicate to its customers the warranty terms.

10 – FORCE MAJEURE

No party to this contract shall incur liability for its delay or default in fulfilling any one or all of the obligations incumbent upon it hereunder if such delay or default arises directly or indirectly from a case of force majeure as understood in a wider meaning than in French case law, such as the following:
– a natural disaster;
– earthquake, storm, fire, flood, epidemic, etc.;
– armed conflict, war, civil strife, terrorist attacks; labour conflict, total or partial strike at the Supplier’s or the Customer’s facilities, or affecting transport;
– labour conflict, total or partial strike at suppliers, subcontractors, service providers, carriers, postal and other public services etc.;
– a binding order by the public authorities (import ban, embargo);
– accidents occurring to business operation, machine breakdown, explosion.

Each party shall promptly inform the other party of the occurrence of any case of force majeure of which it becomes aware and which, in its view, is likely to affect performance of the contract.
If the time for which performance is prevented exceeds twenty-one (21) working days, the parties shall consult within five (5) working days of the elapse of the 21-day period to examine in good faith whether the contract must continue or be discontinued.

11 – GENERAL CONDITIONS FOR USE OF BRANDS AND ADVERTISING PRODUCTS

The commercial relations established between the Supplier and the Customer shall in no way confer upon the Customer any right in the brands or in any other distinctive sign of the Supplier. Any use by the Client of such brands and other distinctive signs must have the Supplier’s prior written approval. The Customer’s use of such marks and distinctive signs on commercial documents such as letterheads and fisting cards, and in telephone directories, advertising material, websites and professional directories shall require the Supplier’s prior and express consent.

Any sale of infringing goods and/or those of which any resemblance to those of the Supplier (the product as such, packaging, brand, logos, etc.) is liable to mislead the public, is prohibited.
Failure to comply with the foregoing provisions may incur suspension of deliveries and/or legal proceedings.

12 – CONFIDENTIALITY AND OBSERVANCE OF INTELLECTUAL-PROPERTY RIGHTS

The Customer undertakes to uphold all the Supplier’s intellectual-property rights in its products.
Generally, all intellectual-property rights, together with the industrial expertise embodied in both the products delivered and the documents transmitted (in particular studies and designs, projects and prototypes) shall remain the Supplier’s exclusive property. For any assignment of intellectual-property rights or expertise, an agreement must be made with the Supplier.

The parties reciprocally covenant to a general obligation of confidentiality relating to all oral or written confidential information whatever its nature and whatever its data medium (discussion reports, drawings, electronic data exchanges, activities, projects, industrial expertise, products, etc.) exchanged for purposes of preparing and performing the contract, excepting information generally known to the public or information that becomes so known other than through the Customer’s fault or act.

Consequently, the parties covenant as follows:
– to maintain strict secrecy regarding all confidential information, and in particular never to disclose or communicate in any way whatsoever, whether directly or indirectly, any part or all of the confidential information to anyone whomsoever, without the other party’s prior written authorisation;
– not to use any part or all of the confidential information for purposes or for an activity other than the performance of a contract;
– not to make copies of or imitate any part or all of the confidential information.

The Customer covenants to take all necessary measures for the upholding of this confidentiality obligation throughout the term of the contract and even thereafter, and vouches for the upholding of this obligation by all its employees. This obligation is a performance obligation.

13 – WASTE ELECTRICAL AND ELECTRONIC EQUIPMENT

Where the equipment sold is professional electrical and electronic equipment referred-to in Decree No. 2005-829 transposing directive 2002/96/EC of 27 January 2003, the parties shall determine in the contract the terms and procedures for the removal, treatment and elimination of the waste equipment referred-to in those regulatory instruments. Failing this, the Customer shall finance and organise the elimination of such waste.

14 – DISPUTE SETTLEMENT AND APPLICABLE LAW

For all disputes to which the contract may give rise, particularly as regards its validity, interpretation or performance, the parties undertake to seek amicable settlement of their disputes before referring such matters to the Créteil law courts, which have sole jurisdiction.
Failing amicable agreement, it is hereby expressly agreed that any dispute relating to the contract shall fall within the exclusive jurisdiction of the Créteil law courts in which lies the Supplier’s registered business address, even on appeal or plurality of defendants.
French law shall have sole applicability.

DEMETZ SAS
3 boulevard Georges Méliès, 94350 Villiers-sur-Marne, France
RCS Paris: 612 042 630
FR 61 612 042 630

Do you participate in sports and need eyewear customised for your vision?
Are you looking for a specifically-designed, hi-tech product that combines comfort and safety?
Please contact us for more information!

DEMETZ SAS
Le River – 3 boulevard Georges Méliès
94350 Villiers-sur-Marne, France
Tel.: +33 (0)1 49 30 05 00
Fax: +33 (0)1 49 30 07 00
e-mail: demetz@demetz.fr

Demetz company, based at 3 boulevard Georges Méliès, 94350 Villiers-sur-Marne, France, hereby certifies that the following sunscreen glasses:

are compliant with the requirements arising under EU Regulation 2016/425 in accordance with the EN ISO standard 12312-1: 2013 / A1: 2015.

DEMETZ SAS POLICY CONCERNING CONFIDENTIALITY AND PERSONAL-DATA PROTECTION

Demetz places personal-data protection at the heart of its missions and the services it offers to its customers.
This Policy Statement sets out the principles and guidelines for the protection of the personal data entrusted to it by its customers:

Demetz covenants to factor in the protection of its customers’ personal data and their privacy as early as the design of new products or services offered to them. For this purpose, measures for protecting personal data entrusted to Demetz are implemented, with the particular purpose of assuring its security, and of upholding its customers’ rights and ensuring due exercise of them.

Where optional data are entrusted to it, Demetz shall clearly inform its customers which are the personal data necessary for provision of the service contracted for and which are the data supplied to it voluntarily.
Personal data are entrusted to Demetz by its customers and are used only for purposes of which they have been made aware.
Personal data may be used to offer other services to Demetz customers.

Personal data entrusted to Demetz by its customers may be transmitted to internal departments of Demetz: departments responsible for providing the services contracted-for, particularly the Customer Service Department, the Sales Force, etc.

The period for retention of personal data depends on the service contracted-for.
Demetz undertakes not to retain personal data entrusted to it beyond the period necessary for the supply of the service, as increased by the retention period imposed by applicable rules governing legal limitation.

Demetz covenants to take all measures to assure the security and confidentiality of the personal data entrusted to it and, in particular, to prevent their being damaged, deleted or accessed by unauthorised third parties.
Moreover, in the event of a security incident affecting its customers’ personal data (destruction, loss, alteration or disclosure), Demetz covenants to fulfil the obligation to notify personal-data breaches to the CNIL French data protection agency among others.
Demetz customers are entitled at any time to exercise the rights prescribed by the applicable regulations governing personal data, provided they fulfil the conditions required. For this, they may contact us by email at rgpd@demetz.fr.

Right of access: a client customer may have communicated to it its personal data processed by Demetz.
Right of rectification: a customer may update or cause to be rectified its personal data processed by Demetz.
Right of objection, particularly to receiving commercial communications: a customer may express its wish not to receive any further commercial communications from Demetz, or request that its personal data be no longer processed.
Right of deletion: a customer may request deletion of its personal data.
Right to restrict: a customer may request of suspension to the processing of its personal data.