I. These conditions formally constitute the law of the parties for all business that we conclude with our customers. Our customers' general terms and conditions of purchase are not enforceable against us even if we do not expressly reject them.

Our products are natural materials. Consequently, our samples can only be taken as an indication. The products come from dead stock and may therefore have defects. Adapta takes the greatest care in putting its products and their illustrations online. The photos and videos taken are for information purposes only and do not fall within the scope of the contract. Despite all the efforts made to reproduce as closely as possible the colour, shape, transparency, elasticity, hand and feel of the products, deviations may occur. This may be due in particular to the colour settings on computer screens.

The leathers/fabrics come from dead stock and were tested in accordance with REACH regulations at the time of production. These tests, requested by the material manufacturer or luxury goods company, were carried out during production and/or when the materials were received. It should be borne in mind that the products have been stored in the meantime, so the tests are no longer valid at time t.

II. Delivery times are given as an indication only. The customer may not refuse the goods outside the time limits indicated or claim penalties or damages or request the cancellation of the sale.

III. The respective responsibilities of our Company and the purchaser are defined in accordance with the Incoterm ‘Ex Works’ of the International Chamber of Commerce, unless otherwise stipulated in the order form.

Whatever the destination of the goods and the conditions of sale, delivery of the said goods is deemed to have taken place on our premises. The goods are therefore deemed to have been accepted and received in our warehouses, where the transfer of risk takes place as soon as the goods are made available, even if carriage paid is granted.

Our Company's liability ceases when the packages are handed over to the carrier designated by the purchaser or our Company. The purchaser alone shall bear the risks relating to the products, including those of transport, from the time the products leave the supplier's premises. The delivery note issued to the carrier shall constitute proof of delivery. In the event that the purchaser refuses delivery, the purchaser shall be liable to pay, by way of compensation and without prejudice to actual judicial or extrajudicial costs, compensation equal to 30% of the invoice amount.

Goods are always transported at the buyer's risk, except where the buyer has recourse against the carrier. It is therefore the responsibility of the purchaser in his capacity as consignee, or of his representative when the purchaser has the shipment directed to a third party, to give a dated discharge from the last carrier only after he has ensured that the goods have been delivered to him within the normal transport time and in good condition.

IV. In the event of non-conformity of the order, the complaint must be made to our establishments by registered letter, within eight days of receipt of the goods by the recipient and in any event before the goods are marketed or processed. It is understood that any complaint notified after these deadlines will have no value. With regard to measurements, the tolerance is the range of surface mentioned at the time of purchase, for the measurement invoiced.

Depending on the case, the complaint will entitle the customer to a credit note valid for one calendar year following the date of the corresponding invoice.

The Company does not accept returns or refunds of goods purchased for reasons of colour or quality.

It is the purchaser's responsibility to choose the qualities that are suitable for their production and to adapt their production processes to the qualities they have chosen. Any treatment applied to our products by the buyer is done under his sole responsibility. 

V. Our prices always apply on the date of our order confirmation.

All our invoices are payable at our head office in Paris.

Our prices are exclusive of tax, ex-warehouse. Postage and customs duties are the sole responsibility of the buyer.

No early payment discount will be granted. 

Unless specifically stipulated otherwise, our payment terms are immediate upon receipt of the order.

If the circumstances justify it, our Company may require advance payment for certain orders, the payment of deposits, or request bank guarantees, without these constituting a novation to the present conditions of sale. In the event of non-payment by the due date of any sum due by virtue of the sales contract, or in the event of non-performance of any of the purchaser's commitments, the contract will be cancelled or terminated as appropriate, by operation of law if our Company sees fit, without it having to carry out any legal formalities. 15 days after formal notice has been served by registered letter to which no response has been received.

In addition, in the event of non-payment on any of the due dates, the purchaser will automatically be liable to pay a penalty for late payment, calculated by applying an interest rate of 3 times the legal interest rate to the total amount outstanding.

In accordance with articles 441-5 of the French Commercial Code, any delay in payment automatically entails, in addition to late payment penalties, an obligation on the part of the debtor to pay a fixed indemnity of €40 for collection costs. An additional indemnity may be claimed, with supporting evidence, when the recovery costs incurred exceed the amount of the fixed indemnity.

V bis. As part of the launch of our business in Belgium, we are offering a discount code to new Belgian customers.

This code is only available to companies registered in Belgium who have never purchased from Adapta. The discount code is unique for each customer and can be obtained by registering for the newsletter on the Adapta website www.adapta-paris.com. Discount code validity dates: from 26/08/2024 to 26/10/2024. The offer cannot be combined with other offers and can only be used once by the customer. The discount is 10% and does not apply to preparation and transport costs for delivery.

This code can be used online on our eshop, on the leather, textile or material categories. It can also be used when making a purchase in our showroom to benefit from the discount.

VI.  All our sales are concluded with reservation of title. Consequently, the transfer of ownership of the goods sold to the buyer is suspended until the price has been paid in full. In the case of a cheque or bill of exchange, payment will not be deemed to have been made until the cheque or bill of exchange has been cashed.

The risks shall be borne by the buyer upon delivery of the goods sold subject to retention of title. The buyer shall be responsible for the preservation of the goods at his own expense. The buyer shall be liable for any damage caused by the goods from the time of delivery. 

Any operation which would have the effect of affecting the possibility for our Company to take back the goods as they are, or to change the legal status of all or part of the goods sold, may only be carried out, without the prior written agreement of our Company, after payment of the balance of the price still due on the goods concerned.

The buyer shall be obliged to oppose by all legal means any claims that third parties may make on the goods sold by way of seizure, confiscation or equivalent procedure. As soon as they become aware of such claims, they must notify our establishments to enable them to safeguard their interests.

If the buyer does not own the premises in which it carries on its business, it must inform the lessors of the legal status of the goods sold.

The repossession by the seller of the goods claimed imposes on the buyer the obligation to compensate for the loss resulting from the depreciation of the goods and the costs incurred to resell them. Consequently, the buyer will owe, as a penalty clause, a fixed indemnity of 5% of the agreed price per month that the repossessed goods are held.

If, as a result of the termination of the contract, our Company becomes liable for any advance payment previously received from the purchaser, it shall be entitled to offset this debt against the claim arising from the application of the penalty clause stipulated above.

VII. Any mention of any luxury house, whether directly or indirectly, from which the merchandise sold may or may not originate, in your communications or commercial discourse, is prohibited and exposes you to potential legal action by the house in question, and to a refusal of future sales by our Company.

Any direct or indirect denigration or distortion of the image of the brands of one or more luxury houses is also prohibited and exposes you to potential legal action by the house in question, and to a refusal of future sales on the part of our Company.

VIII. The Customer shall not use the leathers and textiles for the manufacture, import, export, promotion, distribution and/or marketing of any product likely to infringe, directly or indirectly, the intellectual property rights of a third party, in particular, without this list being exhaustive, by acts of counterfeiting of trademarks, designs and models or copyrights.

Adapta also attaches great importance to ensuring that its customers share a common set of rules, practices and principles in terms of ethics, social responsibility and environmental protection, in particular the ban on working with production workshops that use child labour.

IX. These general terms and conditions are drawn up in French. In the event of any dispute with foreign versions, only the original version drawn up in French shall be binding.

X. Despite any stipulation to the contrary, the courts within the jurisdiction of the registered office of our Company shall have exclusive jurisdiction to hear any disputes that may arise in connection with the conclusion or performance of agreements entered into with us, even in the event of a third party claim or multiple defendants. In the event of an international sale, French law shall apply, to the exclusion of the Vienna Convention on Contracts for the International Sale of Goods.

 

 

PROPERTY RESERVATION CLAUSE: In accordance with Law 80.335 of 12 May 1980, we reserve ownershiṕ of the goods, the subject of the present debits, until full payment́ of the price and its accessories. In the event of total or partial non-payment of the price on the due date for any reason whatsoever, by express agreement, we reserve the right, without formality, to physically repossess these products or goods at your expense, risk and peril. No discount is granted for early payment. In the event of late payment, a penalty of 3 times the legal interest rate and compensation for collection costs of 40 Euros will be applied.