General terms and conditions of sale
These general terms and conditions of sale shall automatically apply to any sale made by APPLICAT SAS (hereinafter “APPLICAT-PRAZAN”). These general terms and conditions of sale:
- prevail over any prior exchange or agreements, that may have occurred between the parties;
- are to be used and construed in accordance with the provisions of the front page of the invoice issued by APPLICAT-PRAZAN; being specified that, in case of contradiction between the general terms and the invoice, the latter shall prevail.
2) Condition of the goods
The goods are sold in the condition in which they are at the time of sale with any imperfections and defects. In this respect, it is the buyer’s responsibility to examine each good before the sale and to question APPLICAT-PRAZAN on the characteristics and possible restorations. Re-lining, linings, marouflage, frames and all similar operations are made in purpose of conservation of works which cannot be considered, in any case, as defects likely to affect the sale. No claims will be possible regarding restorations and minor incidents.
3) Intellectual property rights and copyright
Only the physical ownership of the tangible personal property that constitutes the work is transferred. This sale does not imply in any way the transfer of any intellectual property rights or copyright. APPLICAT-PRAZAN therefore gives no guarantee with regard to any intellectual property rights or copyright relating to the object of the sale.
The price is mentioned on the invoice issued by APPLICAT-PRAZAN. Unless otherwise stated:
- it is inclusive of all taxes and does not include any additional costs, in particular packaging and delivery costs;
- the sale is subject to VAT on the margin in accordance with Article 297A of the French General Tax Code and any additional costs, however, are subject to the ordinary French VAT.
5) Payment terms and conditions
Unless otherwise specified, payment is made on presentation of an invoice by the following means:
- by bank transfer whose details are mentioned on the invoice;
- by bank cheque made payable to APPLICAT PRAZAN;
- by cheque made payable to APPLICAT PRAZAN; APPLICAT-PRAZAN reserves the right to request the presentation, in original, of any additional proof, such as an extract from the commercial register and/or an identity document and to take copies of said proof;
- in cash in Euros (up to an amount of 1,000 euros for French tax residents and 15,000 euros for individuals who do not have their tax residence in France), APPLICAT-PRAZAN reserves the right to request the presentation, in original, of any additional proof, such as an extract from the commercial register and/or an identity document and/or proof of non-residence, and to take copies of said proof.
6) Retention of title
Pursuant to Article 2367 of the French Civil Code, APPLICAT-PRAZAN, or, where appropriate, its mandatory, will remain the owner of the goods until the buyer has paid in full the sale price and any ancillary costs, provided that they appear on the same invoice as the said price.
7) Late payment
Any delay in payment shall give rise, without prior formal notice, to the application of interests at the interest rate applied by the European Central Bank for its most recent refinancing operation plus 10 points. Regarding commercial company buyers, this rate shall apply in addition to a flat-rate compensation for recovery costs of EUR 40 excluding VAT or, if the actual recovery costs are higher, an indemnification corresponding to the said costs.
8) Non-payment – cancellation of the sale
In the event of non-payment of the price or any ancillary costs within 15 calendar days of the invoice being issued or, in the event that the invoice mentions one or more specific payment deadlines, from the expiry of the deadline(s) in question, APPLICAT-PRAZAN may automatically cancel the sale, if it sees fit, without prior formal notice. In the event that a deposit has been paid by the buyer, APPLICAT-PRAZAN will issue a credit note for an equivalent amount, including VAT.
Unless specifically mentioned in the invoice issued:
- the work is kept at the disposal of the buyer at the premises of APPLICAT-PRAZAN within fifteen days of receipt of full payment of the price and any additional costs;
- the costs and risks related to the possible delivery of the goods (collection, packing, administrative and/or customs procedures, transport, delivery, unpacking, hanging and transit insurance) are the exclusive responsibility of the buyer, unless expressly mentioned in the invoice.
- In the event of a sale for export, customs procedures will be carried out by the forwarding agent and more generally by any service provider designated by APPLICAT-PRAZAN, under APPLICAT-PRAZAN exclusive control.
10) Export of cultural goods
Exporting from France or importing into another country may require one or more authorizations from the authorities. An EU License is necessary for the export of European Union cultural goods subject to the European Union regulation on the export of cultural property (n°CEE 3911/92). An export certificate for cultural property is necessary to move certain cultural property outside France whose value is greater than or equal to the applicable limit set by the Direction des Musées de France. Unless they have been obtained by APPLICAT-PRAZAN before the sale or are not required, APPLICAT-PRAZAN may assist the buyer in obtaining these authorizations, being specified that, in such case, APPLICAT-PRAZAN cannot be held liable for any refusal or delay in delivery.
11) Loan application
The buyer undertakes to make his best efforts to satisfy, ex gratia, loan requests, in particular those issued by cultural institutions that APPLICAT-PRAZAN may send to him with regard to the sold goods. For any possible loan, including those that have not been initiated by APPLICAT-PRAZAN, the buyer undertakes to ensure that the provenance “APPLICAT-PRAZAN, Paris” is mentioned on all related communication support (exhibit description, catalogues, posters or others).
12) Anti-money laundering and terrorist financing
As an art dealer, APPLICAT-PRAZAN is subject to Ordinance No. 2016-1635 of 1 December 2016, which transposes the 4th European Directive on the prevention of the use of the financial system for the purpose of money laundering or terrorist financing. In order to comply with its obligations in this regard, APPLICAT-PRAZAN may ask the buyer certain information, including personal information, and retain them as long as need be.
APPLICAT-PRAZAN collects and uses personal data, i.e. any information relating to an identified or identifiable individual. The personal data thus held are those provided by the buyer. This data is collected exclusively for the purposes of:
- compliance with the regulations in force (anti-money laundering, invoicing monitoring, etc.);
- to allow the execution of the contract (payment guarantee, tax, delivery address, etc.);
- information on APPLICAT-PRAZAN’s activities and invitations to events organized by the company.
14) Amicable settlement of disputes
In accordance with the provisions defined in Article L. 612-1 et seq. of the Consumer Code, a consumer mediation system is available to any consumer buyer at the Centre de Médiation et d’Arbitrage de Paris (CMAP), which he may seize as follows, specifying the purpose and attaching the related documents:
- by post to : Centre de médiation et d’arbitrage de Paris (CMAP), Service Médiation de la consommation, 39 avenue Franklin D. Roosevelt, 75008 Paris, France ;
- by e-mail to: email@example.com
- via the online form available at: cmap.fr.
15) Applicable law and competent jurisdiction
These general terms and conditions of sale are governed by French law. Any dispute arising from these general terms and conditions of sale, the sale itself and any additional services rendered in connection with the sale shall be subject to the exclusive jurisdiction of the courts within the jurisdiction of the Paris Court of Appeal, notwithstanding multiple defendants or warranty claims. If a contradiction were to be identified between French and English provisions of the Agreement, the French provisions shall prevail.