1.Preamble and definitions

The terms and conditions of sale detailed below (hereinafter referred to as the "Terms and Conditions"), govern the contractual relationship between any professional user of the DirectLowCost.Com Website who wishes to make a purchase on DirectLowCost.Com via the Website or by telephone (hereinafter referred to as "the customer" or "You") and the DirectLowCost.Com Website. The DirectLowCost.Com Website is operated by CAFOM SA, a business corporation with a capital of €39,641,178, having its registered offices at 9/11 rue Jacquard, 93210 Le Pré St Gervais, France, registered with the Bobigny Trade and Companies’ Register under No. 422323303.

DirectLowCost.Com’s main business is the sale of furnishing goods (by “traditional sale” of containers) on the www.DirectLowCost.Com Website.

 

A sale on DirectLowCost.Com is a business transaction aiming to provide a turnkey solution including: DDP prices (Delivered Duty Paid) for European area member states (France and Spain) and CIF prices (Cost Insurance Freight) for the rest of the world, to home furnishing professionals.

 

By “professionals”, DirectLowCost.Com means any type of retailer, trading group and/or store. The solvency of the professional shall be validated by our financial partner before any initial order may be placed.

When placing an order, the customer is free to decide on the content and fill its container as it wishes. The customer’s order shall include at least 1 container. The container shall include at least 1 master carton, and the number of items per carton must be respected. When validating the order, the customer shall be informed that the goods purchased will be delivered in 45 days for European area member states (please contact us for the list of countries in question).

For other countries, DirectLowCost.Com shall deliver the goods to the nearest port of destination to your store/warehouse. Therefore, the delivery time in this case shall depend on the shipping time of which you will be informed by the DirectLowCost.Com teams, at the time your container is shipped*.

* shipping table with transit time (for information only)

This period of time may be exceptionally extended in the event of a contingency, bad weather, strikes, or any other event beyond the direct control of DirectLowCost.Com (force majeure event). In this case, DirectLowCost.Com may not be held liable in any respect whatsoever.

 

These terms and conditions of sale are the only terms applicable and prevail over any other conditions, unless otherwise expressly agreed beforehand in writing. DirectLowCost.Com may, from time to time, be required to change certain provisions of these terms and conditions. Consequently, you must read the version in force on the day you place your order on the DirectLowCost.Com Website (hereinafter referred to as the "Website"). Such changes are binding upon the customer as soon as they are put on line and shall apply to all orders placed subsequently. Each purchase on the Website is subject to all of the provisions of the terms and conditions applicable on the order date. The customer may only confirm its order after reading these terms and conditions and after accepting them by ticking the appropriate box provided. DirectLowCost.Com considers that, by confirming its order, the customer has duly read the terms and conditions of sale and unconditionally accepts them.

 

By accepting these terms and conditions of sale at the time of ordering, the customer represents that it has the legal capacity to execute a contract within the meaning of Articles 1123 and following of the French Civil Code.

 

2.Purpose

 

These terms and conditions define the sales system and the ensuing rights, particularly as regards:

 

• the organization of legal relations between DirectLowCost.Com and the customer
• the terms of sale between DirectLowCost.Com and the customer (order, delivery, etc.).

3.Procedure, terms and validation of an order

 

Before any initial order, the customer must provide certain information to the DirectLowCost.Com teams about its company (name, address, corporate registration number, intercommunity ID for European area member states, etc.).

 

Two means of communication are available to the customer to place orders:

 

• via the Internet on our Website: www. DirectLowCost.Com accessible 24h/24h et 7j/7j ;
• by telephone on +33..., from Monday to Friday, from 9:00 am to 1:00 pm and from 2:00 pm to 6:30 pm

 

To place an initial order, a customer must create an account and enter the information required to validate its file. Moreover, by saving its order, the customer represents that it is duly authorized to do so, and thus undertakes on behalf of the company it represents, to fulfil its contractual commitments and particularly to make payment on the due date of the price stipulated on the invoice.

Once the information saved by our DirectLowCost.Com teams, and in order to ensure that the customer is genuine and will make payment, a solvency check is performed with our financial partner.

If the answer, of which our customer will be informed within 48 hours, is POSITIVE, the customer shall be sent a login and a password by DirectLowCost.Com, and may then access its catalogue with DDP or CIF PRICES depending on its geographical location. The login and password allocated to the customer shall be used for all future orders.

If the answer is NEGATIVE, the customer and DirectLowCost.com will define the payment conditions, BEFORE ALL CONFIRMATION OF ANY ORDER. The customer will be able to start his order once the conditions will be validated by the 2 parts.

 

After preparing the order, it is registered as soon as:

 

• the customer clicks on the button “validate my order”, if the order is placed on the Internet
• the customer confirms its order to a sale agent, if the order is placed by phone.

Once the customer has validated the order, DirectLowCost.Com shall send the customer a confirmation email to inform it that the order has been registered. The customer is then deemed to have unconditionally accepted, with full knowledge of the facts, the prices, volumes and quantities for sale and ordered, as well as all of these Terms and Conditions of sale. The customer will also have validated the delivery addresses (maximum 2 (two) per CONTAINER): these addresses must relate to a same customer, for the same countries, a same port of discharge, and in a same delivery zone. For any one order, the DirectLowCost.Com teams shall define whether or not the 2 delivery addresses belong to a same delivery zone at the time of ordering.

 

DirectLowCost.Com advises customers to keep this information on a paper or electronic document.

The data saved by DirectLowCost.Com furnish the proof of all transactions made between DirectLowCost.Com and its customers.

DirectLowCost.Com reserves the right not to make a delivery or to fulfil an order in the event that the customer has failed to settle a previous order in whole or in part.

 

4.Order tracking

 

“Your last order” can have one of five (5) different statuses:

 

0. your order is pending acceptance by DirectLowCost.Com
0. your order has been sent to our logistics centre and is being prepared
0. your order was loaded on ../../.. (ATD)
0. your order has arrived at the port of destination (ATA)
0. your order is scheduled for delivery on ../../..

 

5.Price

 

The prices indicated on the DirectLowCost.Com Website are given in euros exclusive of tax (ex-VAT), including DDP delivery costs for European area member states (France and Spain) or CIF prices for the other countries. The delivery costs vary according to the customer’s delivery address, and the weight and volume of the goods ordered. The delivery costs are specified in the cart and confirmed when the order is validated. The prices indicated on the Website are all-inclusive prices, including all purchase, logistics, freight, financial and insurance costs for CIF prices and also include customs clearance and forwarding by a road transportation agent for DDP prices.

 

All prices displayed are calculated on the basis of a product added to a high-cube container (40’'HC) that is 100% full. However, at any time, you may validate your order with a filling rate of less than 100%, in which case an extra cost calculated in proportion to the non-filling rate compared with the cost of a full container will be charged.

E.g.: 85%-validated order 15% is missing compared to a full container. Calculation of the additional cost = 15% x Cost of a full, high-cube container (40'HC’)

This additional cost item shall be added at the bottom of your invoice, before final validation of your order.

 

DirectLowCost.Com reserves the right to change its prices at any time but products shall be invoiced on the basis of prices in force at the time of registering orders, subject to availability on that date. Only the products delivered shall be invoiced.

Regarding the numbers of different skus, DirectLowCost.com will add a surcharge on the total invoice, respecting the following steps:
From 61 to 120 skus, from 121 to 200, from 201 to 250, and more than 250

6.Reservation of title and risks

 

Transfer of title to our products is suspended until the principal and incidental prices thereof are fully paid by the customer, including in the event that additional terms of payment have been granted. Any provision to the contrary, particularly inserted in the terms and conditions of purchase, shall be deemed not to exist, as per Article L. 624-16 of the French Commercial Code.

 

By express agreement, our company may avail itself of the rights it has under this reservation of title provision, for any receivables, to sell all of its products in the customer’s possession, such products being deemed by agreement to be those unpaid, and our company may take repossession thereof or claim them by way of compensation for all unpaid invoices, without prejudice to its right to terminate sales in progress.

 

7.Availability

 

The customer acknowledges and hereby accepts that DirectLowCost.Com shall fulfil its order within the limit of its available stocks and of those of its partners and suppliers. However, unforeseen shortages can occur. In the event that a product is no longer in stock, an information message shall be sent to the customer at the time of selecting the desired product. If possible, the customer shall be informed of a possible restocking date.

 

DirectLowCost.Com shall use all reasonable endeavours to process all orders. In the event that a product is not available after confirmation of the order, which is quite exceptional, (e.g.: data processing problem), DirectLowCost.Com shall inform the customer of the partial delivery of its order by e-mail or telephone. Where possible, and in order to meet its customers’ expectations and with a view to ensuring satisfactory and clear business relations, DirectLowCost.Com shall offer the customer the best solution to obtain the desired product(s).

 

8.Product information

 

DirectLowCost.Com pays great attention to the information put on line and concerning the main features of products, namely by using the technical descriptions defined in the product data sheet, the “product descriptions”, “product pluses”, “useful information” and “maintenance tips” prepared by our sourcing and maintenance control teams, and by the photographs of the products, within the limit of techniques and in compliance with best market standards.

 

9.Payment

 

DirectLowCost.Com gives its customers the option of obtaining customer credit of up to 135 days (from the date on which your invoice is issued, 5 days after your order is loaded). Please note that in any event and by DEFAUlT, DirectLowCost.Com grants its customers a 45-day payment term (from the date on which your invoice is issued, 5 days after your order is loaded).

 

However, when your final order statement is drawn up, DirectLowCost.Com gives you 4 options. Simply tick the option you have chosen:

 

• CONFIRMATION OF THE 45-DAY PAYMENT TERM
• OPT FOR 30 days extra, i.e. 75 days’ customer credit in total*
• OPT FOR 60 days extra, i.e. 105 days’ customer credit in total **
• OPT FOR 90 days extra, i.e. 135 days’ customer credit in total ***

* for an extra 0.50% on top of the amount of the total invoice EXCLUSIVE OF TAX (ex-VAT) ** for an extra 1.0% on top of the amount of the total invoice EXCLUSIVE OF TAX (ex-VAT) *** for an extra 1.50% on top of the amount of the total invoice EXCLUSIVE OF TAX (ex-VAT)

 

If one of the 30, 60, 90 days’ options is ticked, the amount of the additional customer credit will be added to your invoice.

Note:

0. Any customer approved by our credit insurer must pay its invoices to Cofacrédit.
0. Any customer not approved by our credit insurer must pay its invoices directly to DirectLowCost.Com.

 

All customers shall be entitled to customer credit outstanding. DirectLowCost.Com reserves the right not to grant customer credit outstanding; the customer in question shall be informed thereof before any new order.

PAYMENTS shall preferably be made by bank transfer (TT).

 

In the event of late payment, and/or payment of amounts owed by the customer after the date of payment stipulated on the invoice sent to the same, the customer shall be put in contact with our financial partner, to which it must then make payments.

 

AT THE MATURITY DATE, IF INVOICE IS NOT PAYED ON TIME, DIRECTLOWCOST.COM WILL ADD THE EUROPEAN CENTRAL BANK RATE PENALTIES, ADDED OF 10 %, SO 11.5% ON THE TOTAL AMOUNT DU.

10.Invoicing

 

For all orders placed and validated, invoices shall be issued 5 days after departure of your container (ATD: Actual Time Departure).

 

11.Terms of delivery and delivery times

 

The products purchased on the DirectLowCost.Com Website are delivered by our forwarding agent.

The delivery times indicated when the order is validated are calculated in working days (from Monday to Friday, excluding public holidays).

The customer shall be contacted by telephone by the carrier to schedule the delivery.

This delivery time shall be in 45 days for European area member states.

 

For the other countries, the delivery time shall be determined by DirectLowCost.Com teams and shall be communicated by email or by telephone at the time the customer validates its order. In any event, the customer shall be informed of the delivery time upon validating its order.

During this telephone call, the customer must expressly mention any difficulties concerning access that deliverymen may encounter.

In the event that a customer provides false information, additional costs incurred for vehicle lift hire, storage or return of goods shall be solely payable by the customer.

If the delivery is not possible on the day scheduled, due to difficulties of access not indicated beforehand by the customer or if the latter is not present at the appointment scheduled with the forwarding agent, new delivery costs shall be invoiced by DirectLowCost.Com.

Depending on the delivery address and the weight of the container, you will be informed of these additional forwarding costs upon validating the order.

Products can only be delivered to the customer’s store/warehouse in the European area.

Products can be shipped to the nearest port of destination to the customer’s store/warehouse for the other countries.

If the customer wishes to defer the delivery date (only in the event of force majeure), it must inform DirectLowCost.Com thereof by telephone and confirm by registered letter with acknowledgement of receipt sent to the following address:

CAFOM/DirectLowCost.com
Customer Service
9/11 rue Jacquard
93315 Le Pré Saint Gervais

DirectLowCost.Com shall charge the customer for the storage costs incurred as a result of this request.

 

Delivery times

Delivery times are given for information only; they particularly depend on the availability of carriers and on the order in which orders arrive.

Our company endeavours to meet the delivery times it indicates when accepting the order, according to the benchmark logistic time in the profession, and to fulfil the orders except in, but not limited to, the event of force major or circumstances beyond its reasonable control, such as strikes, frost, fire, storms, floods, epidemics, procurement difficulties.

Late deliveries shall not give rise to any penalty or compensation, and shall not be a sufficient reason to cancel the order.

Any late delivery compared to the delivery times initially indicated for information shall not be sufficient reason to terminate the order placed by the customer and registered by our company.

 

12.Code of ethics and reciprocity

 

DirectLowCost.Com hereby certifies to its customers that the products sold on line on the Website are in no way in breach of French legislation in force on the day of ordering. Moreover, DirectLowCost.Com certifies that the Website content is in keeping with good moral standards.

 

13.Warranty

 

The customer undertakes to be present on the delivery day agreed with the deliveryman and to check the conformity of the order upon receipt.

The products must be checked by the customer upon delivery, and DirectLowCost.Com must be informed of any complaint, reservation or objection relating to shortages and visible defects in the manner set out below.

In the event of a complaint concerning any defects or deterioration of the products (damage, missing product compared to the delivery note, damaged parcel, broken products, etc.), the customer must officially note its observations on the delivery note and confirm them by post with acknowledgement of receipt within 48 hours of the delivery to the following address:

CAFOM/DirectLowCost.com
Customer Service
9/11 rue Jacquard
93315 Le Pré Saint Gervais

 

Except for latent defects, no complaint or reservation shall be accepted, after receipt of the products by the customer, if the latter has failed to comply with the procedure detailed below.

The customer must furnish proof of the defects noticed, and our company reserves the right to make any investigation and verification on location, either directly or indirectly.

Any defects existing at the time of the delivery and revealed after receipt of the products, must be exposed by the customer in writing within 48 hours of the date on which it discovered the non-conformity. No complaint shall be taken into account if it is made more than exactly 48 hours after the delivery of the products.

It is expressly agreed by the customer accepting these terms and conditions of sale that after the expiry of this term, the customer may not complaint of the non-conformity of the products, or raise any counterclaim in its defence in the event of any debt collection action taken by our company. Failing compliance with these conditions, our company may not be held liable by the customer for any latent defect.

 

Defects and deterioration of the products delivered as a result of abnormal storage conditions on the customer’s premises, particularly in the event of an accident of any nature whatsoever, shall not grant to the warranty given by our company.

Under the warranty against latent defects, our company shall only be required to replace faulty goods free of charge, without the customer being entitled to any damages, for any reason whatsoever.

 

Our company warrants its products against latent defects, in accordance with the law, customary practices, case law, and in the following conditions:

Our warranty only applies to products that have become the buyer’s property in the proper manner. The warranty shall not apply whenever products have been used in an inappropriate or non-intended manner. Our warranty is only applicable to latent defects. As our customers are professionals, the words “latent defect” means a manufacturing defect rendering the product unfit for use and not capable of being detected by the buyer prior to using the product. A design defect is not a latent defect and our customers are deemed to have received all technical information concerning our products.

We do not cover damage and wear resulting from an adaptation or any specific -whether abnormal or otherwise- assembly of our products unless such assembly was supervised by us.

Our warranty is limited to the replacement or repair of faulty items.

 

14.Disputes and liability

 

The customer is required to check the completeness and accuracy of the information it provides to DirectLowCost.Com when registering on the Website and when ordering, particularly the delivery address.

 

The customer shall be liable for the information it provides when registering and ordering. DirectLowCost.Com shall not be held liable for any incorrect information entered that could cause delivery errors. DirectLowCost.Com shall not be held liable for any mistakes made by the customer and/or for the customer failing to observe the terms of delivery and appointments it personally scheduled with the forwarding agent.

 

Without limiting the previous paragraphs, DirectLowCost.Com’s liability under these terms and conditions may not exceed an amount equal to the amounts paid or payable at the time of the transaction giving rise to such liability, regardless of the cause or the form of action in question.

Any unstoppable, unforeseeable events or circumstances beyond the reasonable control of the parties and particularly total or partial strike by carriers, and acts of God such as flood or fire, are considered fortuitous events or force majeure which exonerate from liability.

The customer is solely responsible for its choice and purchase of any goods. Therefore, the total or partial impossibility of using the products particularly on grounds of incompatibility shall not give rise to any indemnity, refund or claim in respect of DirectLowCost.Com’s liability, except in the event of a proven latent defect or non-conformity.

 

15.Data protection and civil liberties

 

In accordance with the French Act relating to "Data Protection and Civil Liberties" No. 78-17 dated 6th January 1978, you are entitled to access and rectify your personal data and you may exercise this right by sending a letter to the following address:

 

CAFOM/DirectLowCost.com
Customer Service
9/11 rue Jacquard
93315 Le Pré Saint Gervais

 

Depending on the customer’s choice made at the time of creating or changing its account, it may receive offers from DirectLowCost.Com. If it wishes to stop receiving them, it may at any time make such a request to DirectLowCost.Com via its customer section, by writing to the address above or by clicking on the ‘De-subscribe’ link available at the bottom of each message sent by DirectLowCost.Com.

 

16.Settlement of disputes

 

Our company stipulates that all communications are to be sent to the head office of its parent company, CAFOM.

Any dispute arising out of or in connection with the application, construction or performance hereof and with the sale contracts entered into by our company, or concerning payment of the price, shall be brought before the Commercial Court of Paris, regardless of the place of the order, of delivery, and of payment and the method of payment, and even in the event of introduction of third parties or multiple respondents.

 

Bills of exchange shall not give rise to any novation or dispensation from this jurisdictional clause.

The assignment of jurisdiction is general and applicable, whether for a principal or incidental claim, or any action on the main issue or summary proceedings. Moreover, in the event of any legal action or any other action for debt collection taken by our company, the costs of summons, legal costs, as well as all attorney and process server’s fees, and all related expenses shall be payable by the customer at fault, as well as the costs relating to or arising out of or in connection with the customer failing to observe terms of payment or delivery of the order in question.

 

17.Severability of clauses

 

The fact that any provision hereof becomes null and void, enforceable, extinguished, illegal or inapplicable as a result of any law, regulation or further to a final decision made by a court having jurisdiction shall not affect the validity, legality and applicability of the other provisions hereof and shall not exempt the customer from fulfilling its contractual obligations.