These general terms and conditions of sale (« T&Cs ») are binding Gisèle EISENMANN MONTAGNÉ, business owner,
registration number 799 002423 00017, whose mailing address is at 58 DOMAINE LE COLLET DE DARBOUSSON 06560 VALBONNE FRANCE -
Tel +33 06 07 61 61 96 - email: contact@giseleeisenmann.com (the
Artist)
Article 1 - Purpose and Scope
1.1 The Artist is active in the creation of original art works. Her creations take the form of
unique works (« the Oeuvres » (all of the Artist's creations are hereinafter referred to as the « Creations »). They can be sold or
ordered remotely (by email), directly during the Artist's participation in fairs or any other commercial event (solo or group
exhibition) (the « Manifestation »).
1.2 The Artist's clients (« the Clients ») may also be consumers (the « Consumer Clients »),
non-professionals (i.e., any legal person not acting for professional purposes the « Non-professional Clients »),
that (the « Professional Clients »), within the meaning of the introductory article of the French Consumer Code.
Business Clients may not not benefit from or avail itself of the provisions of the Consumer Code, if applicable mentioned in
these T&Cs, which only benefit consumer Clients and, in some cases, non-professional Clients.
1.3 The Artist and the Client (the « Parties ») agree that the purpose of these T&Cs is to define the rights
and obligations of each of the Parties, in connection with (i) the order of a new Creation (the « Order ») and/or (ii) the sale of
pre-existing Creations between the Artist and the Client during the Event or remotely (the « Transaction »). A Settlement is deemed
to have been completed when the Parties demonstrate their willingness to commit: on the one hand, the Artist to respond to the order
and/or to sell the Creation(s) to the Client, and on the other hand, the Client to fulfil its order for Creations and/or to acquire
Creations and to pay the Artist (the « Transaction Date »). The Artist reserves the right to right to modify the T&Cs at any time
by communicating them to the Client prior to the Transaction.
1.4 To engage in a Transaction with the Artist, the Client must be of legal age, and/or have legal capacity,
and comply to the T&Cs. The Client shall provide the Artist, upon first request, with any document justifying his/her abilities,
qualities, identity and contact details, including banking systems. The Client indemnifies the Artist against all claims, proceedings
and actions that may result from the defect or inaccuracy of these documents and undertakes to reimburse the Artist for all expenses
and to compensate him for any damages resulting therefrom.
1.5 Any Transaction implies the Client's full and unreserved acceptance of the T&Cs, which apply to all
quotes, orders, contracts, services or other agreements between the Parties and take precedence over any other document (correspondence,
catalogues, etc.), unless otherwise stated express contrary. The T&Cs shall remain in force for the period necessary for the performance
of the obligations contracted by the Parties and until their extinction.
1.6 In the event of differences of interpretation between the French version of the T&Cs and any other
version in another language, the French version will always prevail.
Article 2 - Creation of a Transaction
2.1 The Creations may be acquired (the « Acquisition ») by the Client and are then accompanied by
a certificate of authenticity signed by the Artist. These Creations are (i) either existing and offered as such by the Artist,
(ii) or to be designed by the Artist in the context of a personalised and tailor-made request, adapted to the particular needs of
the said Client (the « Order »).
2.2 In the context of an Acquisition, the Client becomes the owner of the physical medium of the
Creations acquired, but it does not become the owner of the copyrights, which remain in the possession of the Artist,
unless otherwise agreed in writing by the Parties, in accordance with Article 9.
Article 3 – Creations retail price
3.1 The price of a Creation is set by the Artist. It is expressed in euros and is understood to be the
unit value of a Creation. Except express special conditions specific to the Transaction, this price is, on the Date of the
Transaction, firm and definitive.
3.2 For Creations already made by the Artist (i.e., excluding Orders), the set price is available
(i) remotely, on request to the Artist for unique Works and (ii) at Manifestation, on a publicly accessible price list, and/or sent
by email. In the context of an Order, the price is set according to the terms of this Order and it is transmitted in advance on the
quote sent by the Artist, and/or where applicable in a contract concluded by the Parties.
3.3 The price of a Creation is stipulated excluding delivery and insurance costs, which are due in
addition by the Client. The price of delivery depends on the carrier, the size and weight of the Creation. 1/ For Creations acquired
by a Client located in France: prices set for consumer and non-professional Customers are understood to include all taxes (including VAT)
and those set for Professional Customers are exclusive of tax (excl. VAT). 2/ For Creations acquired by a Client located abroad:
the prices set for Clients are subject to or exempt from taxes under the conditions and rates provided for by French, European and
international laws. In any event, where applicable, the tax on the value added (VAT), due to the conditions and rates provided
for by French, European and international laws, is indicated on all quotes and/or invoices.
3.4 The Client will be responsible for the payment of customs duties or other local taxes, import duties,
state taxes, etc., which are the sole responsibility of the Client and are his/her sole responsibility both in terms of declarations
and payments to the authorities and competent bodies.
Article 4 – Invoicing and payment of the price of Creations
4.1 The price of the Creations is invoiced with or without VAT, according to the applicable regulations
and legal rates in force (the « All-inclusive Price »). The All-Inclusive Price does not include, unless otherwise agreed in writing
by the Parties (e.g. in the quotation or a separate written contract) any additional costs, such as those for packaging, delivery
and insurance of the Creations or specific costs, in particular to an Order (e.g. travel and accommodation of the Artist, costs
for specific equipment). All of these additional costs will be the subject of a communicated estimate by the Artist to the Client
upstream.
4.2 In the context of a Commission, back and forth may be planned before the Artist designs the Creations.
The all-inclusive price of an Order includes proposals (in particular preparatory drawings), the number of which is agreed by the
Parties in the quotation (and/or by separate written contract). Additional proposals will be charged extra, after written agreement
between the Parties.
4.3 The payment of the All-Inclusive Price by the Client is made by bank transfer, if necessary by cash
during the event, in euros, the conversion costs being, where applicable, to be borne by the Client. Except for an Order, payment
of the all-inclusive Price must be made in full, in cash and no later than thirty (30) working days from the date the Artist sends
the invoice.
4.4 In the specific context of an Order, the all-inclusive Price of the Commissioned Creations is invoiced
and paid as indicated on the quote and/or invoice. These payment terms apply in principle, unless otherwise agreed in writing
by the Parties.
4.5 If the Client fails to pay all or part of the All-inclusive Price within the above-mentioned periods,
the Artist may invoice, without prejudice to additional damages, the following compensation: 1/ Failure to pay by the consumer Client
or the Client non-professional, the Artist may invoice him damages calculated on the basis of interest at the legal rate, pursuant
to Article 1231-6 of the Civil Code. 2/ Failure to pay by the Professional Client, the Artist may charge him: (i) late payment
penalties calculated by applying to the All-in price means the European Central Bank's semi-annual key interest rate, in force
on 1 January or 1 July, plus ten (10) points. They will be applied from the day following the payment date shown on the invoice,
and will be due without the need for a reminder; and (ii) a lump sum of forty (40) euros for the costs of recovery, pursuant to
Articles L. 441-10 II and D. 441-5 of the French Commercial Code.
4.6 In the event that a Client fails to pay all or part of the All-Inclusive Price, the Artist may,
at his/her sole discretion and the expiry of a period of fifteen (15) working days from the date of sending the Client a letter of
formal notice that has remained ineffective, terminate the Transaction, without compensation to the Client and, in the event of
a deposit paid, without reimbursement of this deposit.
Article 5 – Submission of Creations
5.1 The transfer of physical possession of the Creations to the Client may only occur upon full payment
of (i) the All-inclusive price, (ii) all costs not included in the All-Inclusive Price (e.g. delivery costs, packaging, etc.),
as well as (iii) in the event of late payment, compensation in accordance with Article 4 of these T&Cs.
5.2 In the event that a delivery of the Creation is to be made, the delivery, whether it is made in France,
within the EU or outside the EU, is managed by the Artist, unless otherwise expressly agreed between the Parties. However, all
related costs are at the financial expense of the Client, unless otherwise stipulated as provided for in Article 4.1., and will be
subject to an estimate by the Artist. Depending on the case, the Artist may request a quote from a transport service provider,
which she will submit to the Client for validation of the terms and payment.
5.3 The Artist is not responsible for the delay in delivery – and cannot be held liable for it,
(i) when this delay is due to a case of force majeure, or (ii) that the delay in delivery is the result of deadlines imposed
on it by service providers and suppliers, whatever they may be, intervening in any way whatsoever in the delivery of the Creations,
as long as the Artist is able to provide proof of this, by any means, to the Client, or (iii) that the delay is the result of negligence
on the part of the Client or a fault attributable to it. In addition, the Artist does not act as guarantor for delivery arrangements
(including, but not limited to, delivery times; shipping, handling and storage during transport), or the risks associated with the
delivery (the damage, loss or theft of the Creation during delivery) and cannot therefore be held liable for them in this regard.
5.4 The Client communicates to the Artist the delivery or delivery address of the Creation, of his/her choice,
which can no longer be modified by the Client, unless otherwise expressly agreed in writing by the Artist. The Customer is solely
responsible for any failure to deliver due to a lack or an error in indicating the said address.
5.5 In the event of delivery by a courier and parcel company, and only in the event of a defect found
within every 12 hours from the delivery, the Client will inform the Artist by email:
contact@giseleeisenmann.com.
5.6 In the event that a delivery of the Creation (unique work) is to be made, and a claim is to be made
by the Client, the latter will confirm his/her claim by registered letter with acknowledgement of receipt addressed to the Artist
within a maximum period of forty-eight (48) hours following its notification by email of this defect. The Artist will contact
the Client so that a solution can be found. In the absence of a reservation or in the event of a written complaint, the Client
is deemed to have unreservedly accepted the unique work and to have irrevocably waived any claim.
5.7 With regard to all Creations, the Client irrevocably waives the responsibility of the Artist and
the right to solicit the reimbursement of all or part of the price of the Creations and the costs incurred, as well as compensation
from the Artist, of any kind i.e., when the defect, whatever its nature, has occurred in the event of error, fault or negligence
on the part of the Client.
Article 6 – Transfer of Title and Transfer of Risk in Creations
6.1 The Artist retains full and complete ownership of the Creations until full payment of their
All-Inclusive Price by the Client, as well as the agreed ancillary costs, including in the event of payment deadlines by the
Client or postponement of the mentioned deadlines to the Client by the Artist.
6.2 The Creations are under the sole responsibility of the Client, as the case may be, (i) as soon as
they are delivered in person by the Artist to the Customer, or (ii) upon delivery by the Artist to the delivery provider (the
« Delivery Date »). The risks of loss of or damage to the Creations are transferred to Customer on such Delivery Date. In the
event of damage affecting the Creation from the Delivery Date, the Artist cannot be held to replace it or to reimburse it.
6.3 It is the sole responsibility of the Client to ensure that the Creation is insured from its
Delivery Date and to maintain it in the terms and conditions mentioned by the Artist, without the Artist being held liable
in this regard..
6.4 For the circumstances mentioned above in this Article 6, the Artist declines all responsibility
for damages affecting the Creations or the Client's failure to cover its risks against such damages.
Article 7 – Right of withdrawal for the benefit of the consumer Client
7.1 The right of withdrawal does not apply to (i) sales of Creations made on the occasion of an Event
pursuant to Article L. 224-59 of the French Consumer Code and (ii) sales made in the context of an Order pursuant to
Article L. 221-28, 3° of the Consumer Code.
7.2 The right of withdrawal applies only to sales concluded at a distance (in particular by exchange
of letters between the Parties or from the Artist's website), for the acquisition of pre-existing Creations. The Consumer Client
has a period of time of fourteen (14) working days to exercise their right of withdrawal from the receipt of the Creations by
the Consumer Client or a third party, other than the carrier, designated by him/her. The Consumer Client exercises his/her right
of withdrawal by informing the Artist of his/her decision to withdraw by mailing, before the expiry of the prescribed period,
of an unambiguous declaration expressing its desire to withdraw, by registered letter with acknowledgement of receipt or e-mail
to the following coordinates:
Gisèle Eisenmann Montagné / 58 Domaine du Collet De Darbousson 06560 VALBONNE / contact@giseleeisenmann.com
7.3 The Consumer Client will bear the costs of returning the Creations to the Artist.
Article 8 – Warranty
8.1 The Creations provided by the Artist comply with French legislation and benefit, from the moment
of their receipt, by the Client, the legal guarantees of conformity and against latent defects provided for in Articles 1641
and 1648 of the Civil Code for any Client and in Articles 1641 and 1648 of the French Civil Code L.217-4 et seq. of the Consumer Code
for the Consumer Client only, which apply under the conditions, modalities, forms and deadlines provided for in these provisions.
These warranties are excluded for defects resulting in particular and without this list being exhaustive, from the use of abnormal
or faulty Creations by the Client or a cause unrelated to the intrinsic qualities of the said Creations, damage caused from
the date of the Delivery date provided for in Article 6.2 and/or in the context of interventions or services by third parties
on the Creations (restoration, maintenance, etc.)..
8.2 The Artist may refuse any replacement or repair chosen by the Client when this will result
in costs excessive or disproportionate in relation to another equivalent solution or a refund of the price paid. Any Creation
restored, adapted or modified to the Client's request will not be taken up or exchanged by the Artist.
8.3 The Client may exercise his/her rights by sending his/her request in writing, by registered letter
with acknowledgement of receipt or email to the following coordinates:
Gisèle Eisenmann Montagné / 58 Domaine du Collet De
Darbousson 06560 VALBONNE / contact@giseleeisenmann.com
Article 9 – Intellectual property
9.1 The Artist is the owner of the copyright (economic rights and moral rights) on the Creations,
within the meaning of Book 1 of the Intellectual Property Code. In particular, economic rights, including the rights of
representation and reproduction of the Creations belong to the Artist and may not be exploited under any circumstances
without her prior authorisation.
9.2 No Transaction entails the transfer of the copyright in the Creation. The Client's rights
to the Creations are therefore limited to a material property right for private use under the conditions provided for in
the T&Cs, as well as to the estimate, if applicable.
9.3 The Client may be able to exploit the rights of representation and reproduction on the
Creation upon authorisation of the Artist within a separate written agreement. The Artist's remuneration under
this authorisation will depend in particular on the nature of the transfered rights, of the extent of the proposed use
(duration and territory), and the terms of use envisaged (media and purposes/destinations).
Article 10 – Independence of clauses and non-waiver
10.1 If one of the clauses of the T&Cs should be declared null and void or invalidated pursuant
to a legal or regulatory provision or of a final judicial decision, it would be deemed unwritten, but this nullity
or invalidity would not entail the nullity or invalidity of the other clauses which will remain in force.
10.2 The fact that the Artist does not take advantage of a breach by the Client of any of
its contractual obligations or any of the clauses of the T&Cs, may not be interpreted as a waiver of the right to invoke it.
Article 11 – Force majeure
Pursuant to Article 1218 of the Civil Code, the performance by the Artist of all or part of her obligations
will be suspended in the event of the occurrence of an unforeseeable event or force majeure that would delay its performance,
without the Client being able to request any compensation.
Article 12 – Complaints and Amicable Dispute Resolution
12.1 For any difficulty, the Client is invited to contact the Artist:
Gisèle Eisenmann Montagné / 58 Domaine du Collet De Darbousson 06560 VALBONNE / contact@giseleeisenmann.com
12.2 Only claims relating to a Transaction in the terms and conditions set out in the T&Cs
will be taken into account.
Article 13 – Mediation procedure for the benefit of the consumer Client
13.1 In the event of a dispute that the Artist and the Consumer Client are unable to settle
amicably and in accordance with the provisions of Articles L. 612-1 et seq. of the Consumer Code, the Consumer Client
has the right to use the services of a mediator in the event of a dispute. He may, at his own expense, be assisted
by counsel in this procedure.
13.2 At the European level, the Consumer Customer can consult
the http://ec.europa.eu/consumers/odr/ website in order to retain the mediator of his/her choice.
Article 14 – Applicable law and jurisdiction
14.1 The T&Cs form a contractual whole subject to French law, to the exclusion of any other
foreign law or agreement European or international, regardless of the nationality of the Client or the place of execution
of the Transactions governed by them.
14.2 In the absence of an amicable resolution and, where applicable, in the event of failure
of the mediation referred to in Article 13, any dispute resulting from the validity, interpretation or execution of the T&Cs
shall be under the exclusive jurisdiction of the courts within the jurisdiction of Paris, notwithstanding multiple
defendants or third party claims, without prejudice to the provisions of public policy governing jurisdiction concerning
Consumer Clients