Terms of sale

01 — The seller

SOUL DESIGN, SAS with a share capital of 3,000 euros, registered office 33 rue Louise Michel, 3rd floor left, 92300 Levallois-Perret, France, RCS Nanterre 937 517 746, VAT FR32937517746. Telephone: +33 6 08 97 23 71. E-mail: paul@maisonsouldesign.fr. SOUL DESIGN has no shop open to the public: it meets clients by appointment in Levallois-Perret, by video or at the project site.

Unique identifiers (Article L. 541-10-13 of the French Environmental Code): furniture unique identifier being issued (membership application to the Valdelia compliance scheme filed on 26/10/2026).

SOUL DESIGN is liable under the legal guarantees of conformity and against hidden defects referred to in Article 11; it may be contacted at the above details to invoke them (Article D. 211-1 of the French Consumer Code).

02 — Scope and definitions

These terms apply to:

• Selection Products: furniture, lighting, accessories and objects presented and ordered on the maisonsouldesign.fr website, in their standard configuration or in one of the finishes offered in the maker’s catalogue;
• Bespoke Pieces: goods made to the Client’s specifications (dimensions, materials, design or assembly specific to their request) or clearly personalised, on the basis of an accepted quote;
• Projects: furniture schemes and, where applicable, associated services (advice, space design and planning, delivery, assembly and installation of furniture) covered by a detailed quote.

The Client declares that they have read these terms before placing an order; acceptance is recorded by ticking a box when ordering online or by signing the quote. Any special conditions in an accepted quote prevail over these terms in the event of conflict, unless they are less favourable to the Client than the law.

03 — Product characteristics

Each product page states the essential characteristics of the item (Article L. 111-1 of the French Consumer Code): name, maker, designer where known, dimensions, materials and finishes, weight and volume where they affect delivery, assembly conditions, and safety or care information. In accordance with Article 19 of Regulation (EU) 2023/988 on general product safety, the page also states the name and postal and electronic contact details of the manufacturer or, if the manufacturer is not established in the European Union, of the responsible person in the Union, the product identification (type, model, batch or serial number where one exists) and the safety warnings and instructions in French, or a statement that no particular warning applies.

Solid wood, stone, leather, linen, wool, ceramics and patinated metals show natural variations in grain, shade and texture; these variations, inherent to the material and described on the product page, do not constitute a lack of conformity. Photographs are as faithful as possible; colour rendering may vary from one screen to another.

The Client may request a box of three material samples per project. Its price and dispatch time are stated when the request is made, before any acceptance; this price is deducted, once, from an order placed within six months of the box being sent, on quoting its number: on a quote, or by writing to us before ordering online, in which case we send the Client a payment link for the net amount. Samples may also be presented during an appointment. Where the box is bought at a distance, the withdrawal right set out in article 10 applies.

04 — Prices

Prices are stated in euros including all taxes (incl. VAT). They include the furniture eco-contribution and, for lighting, the eco-contribution for electrical and electronic equipment, the amount of which is shown separately on the product page, in the basket and on the invoice. The eco-contribution is paid in full to the compliance scheme; it is not a margin for SOUL DESIGN and no discount applies to it.

Delivery, assembly, installation and, where applicable, special handling charges (floor without lift, furniture hoist) are shown before the order is confirmed, either according to the displayed rates or on quotation. The total price payable, including charges, is summarised before the Client confirms the order.

Where a price reduction is announced (for example during a “limited-time selection”), the struck-through reference price is the lowest price charged by SOUL DESIGN during the thirty days preceding the reduction (Article L. 112-1-1 of the French Consumer Code).

05 — Online orders

The Client selects the products, finish and quantity, then states the delivery address and access conditions (floor, lift and car dimensions, width of doors and stairs, parking). Before confirming, they can check the details of the order and its total price and correct any errors.

The order is placed using the “Order with obligation to pay” button, then by validating payment on Stripe’s secure page (Article L. 221-14 of the French Consumer Code). SOUL DESIGN promptly sends an acknowledgement of receipt by e-mail and then, at the latest at the time of delivery, confirmation of the contract on a durable medium including these terms and the withdrawal form (Article L. 221-13).

Selection Products are made or shipped by partner makers. If, after ordering, a product turns out to be unavailable, SOUL DESIGN informs the Client without delay and offers an equivalent product or a new date. Failing the Client’s agreement, the order for the product concerned is cancelled and the sums paid are refunded no later than fourteen days after the cancellation (Article L. 216-7 of the French Consumer Code).

Language and archiving. The contract may be concluded in French or in English; if the two versions differ, the version more favourable to the Client applies. SOUL DESIGN keeps the written record of any order of 120 euros or more for ten years from delivery and guarantees the Client access to it on request at paul@maisonsouldesign.fr and in their customer account (Article 1127-1 of the French Civil Code, Articles L. 213-1 and D. 213-2 of the French Consumer Code).

06 — Bespoke pieces and Projects

Every Bespoke Piece or Project is the subject of a written quote specifying: the description of the goods and services, the plans, dimensions and finishes chosen, the total price including VAT, the payment schedule, the delivery lead time or date, and the period of validity of the quote, as stated on it. The contract is formed by acceptance of the quote (handwritten or electronic signature) together with, where the quote so provides, payment of the deposit.

Before production begins, SOUL DESIGN submits a validation document to the Client (plan, technical drawing, sample or approval form). Production only starts after this validation. Any modification requested by the Client after validation gives rise to a costed amendment and may change the lead time.

Important information: goods made to the Client’s specifications or clearly personalised are not covered by the right of withdrawal (Article L. 221-28, 3° of the French Consumer Code), even if production has not yet begun. The quote states expressly whether the goods ordered fall under this exception. Choosing a finish from among those offered as standard by the maker is not enough to make a product a Bespoke Piece.

Works. SOUL DESIGN neither carries out nor sells construction works (partitions, floors, joinery, electrics, fixed fittings); where a Project requires them, they are entrusted to contractors who contract directly with the Client and provide evidence of their own insurance. At the Client’s request, SOUL DESIGN may recommend such contractors and schedule the delivery and installation of the furniture around their programme; each of these contractors is liable for its works and the guarantees attached to them.

Off-premises contracts (for example signed at the Client’s home): SOUL DESIGN gives the Client a dated copy of the contract, on signed paper or, with their agreement, on another durable medium, together with the withdrawal form where that right exists. No payment or consideration may be required from the Client before the end of a period of seven days from the conclusion of the contract (Article L. 221-10 of the French Consumer Code).

07 — Payment and deposits

Payment is made by bank card via the secure provider Stripe or, for Bespoke Pieces and Projects, by bank transfer. SOUL DESIGN never has access to full card numbers.

• Selection Products: full payment, debited on ordering.
• Bespoke Pieces and Projects: deposit, then balance, at the rates and dates set by the quote. The quote states where it is signed. If signed at SOUL DESIGN’s registered office or concluded at a distance, the deposit is payable on acceptance of the quote. If signed off-premises (for example at the Client’s home or at the project site), no payment or consideration of any kind may be required or received before the end of a period of seven days from the conclusion of the contract (Article L. 221-10 of the French Consumer Code): the deposit is then payable no earlier than the eighth day after signature. If the place of signature is not stated, no deposit is required on signature.

Payment in instalments. Payment in instalments is not offered at present. If it were, it would be granted by an authorised lender named on the payment page: such financing is consumer credit, which the lender grants after assessing the Client’s creditworthiness and for which it provides the pre-contractual information; the Client then has fourteen days to withdraw from that credit.

By way of derogation from Article L. 214-1 of the French Consumer Code, sums paid in advance are deposits on account (acomptes) and not forfeitable deposits (arrhes): they are set against the price and do not allow either party to withdraw from the contract by forfeiting them or repaying twice their amount.

08 — Delivery, access and installation

Area. Online orders are delivered in mainland France (including Corsica), Belgium, Luxembourg and Monaco. For other European Union countries and Switzerland, delivery is offered on quotation.

Date. Before the order, the product page and the order summary state, for each product, the period “delivery expected between DD/MM/YYYY and DD/MM/YYYY”, calculated by adding a fourteen-day logistics and transport period to the maker’s maximum production time, with the statement “at the latest on DD/MM/YYYY”; the summary also states the date by which the whole order will be delivered at the latest. The latest date of this period is the delivery date to which SOUL DESIGN commits (Articles L. 111-1, 3° and L. 216-1 of the French Consumer Code); it is repeated in the order confirmation, and the exact date is given to the Client as soon as the maker acknowledges the order, without being later than the committed date unless the Client agrees. For a Bespoke Piece or a Project, the quote states the maximum delivery date or lead time, which runs from validation of the plans. An appointment is agreed with the Client as soon as the maker has confirmed availability. In the absence of any indication, delivery takes place no later than thirty days after the conclusion of the contract (Article L. 216-1 of the French Consumer Code).

Delay. If the agreed date or lead time is exceeded, the Client may instruct SOUL DESIGN in writing to deliver within a reasonable additional period; failing delivery within that period, they may terminate the contract and obtain a refund of all sums paid within fourteen days at the latest (Articles L. 216-6 and L. 216-7). They may terminate the contract immediately if the agreed date was an essential condition for them.

Access. Delivery follows the option chosen when ordering: to the foot of the building, to the room of the Client’s choice or with installation, at the price shown before validation. The Client provides accurate access information. If the dimensions or access do not allow the product to be delivered under normal safety conditions, delivery is postponed and the necessary means (furniture hoist, additional handling) are quoted in advance, which the Client is free to accept; the cost of a new delivery attempt is only charged if the failure results from inaccurate information provided by the Client or from their absence at the confirmed appointment.

Assembly and installation. Where assembly is ordered, it is carried out by an installer appointed by SOUL DESIGN, on sound, clear floors and walls suitable for the load. Wall fixing requires the Client to state the nature of the supports and any concealed services.

Inspection on receipt. The Client is invited to check the condition and conformity of the products in the presence of the delivery team and to record precise reservations on the delivery note (damaged package, missing part, scratch, impact). The absence of reservations does not deprive the Client of their legal guarantees. Where the Client personally takes delivery of a product handed over by a carrier who did not give them the opportunity to actually check its condition, they have ten days to send the carrier a reasoned complaint (Article L. 224-65 of the French Consumer Code and Article L. 133-3 of the French Commercial Code); SOUL DESIGN will assist them in doing so.

Transfer of risk. The risk of loss or damage to the products passes to the Client when they, or a third party designated by them other than the carrier proposed by SOUL DESIGN, take physical possession of them (Article L. 216-4).

09 — Take-back of your used furniture at no cost (“one for one”)

When delivering a new piece of furniture, SOUL DESIGN takes back at no cost, at the place of delivery, a used piece of the same type, up to the number of pieces delivered (for example: one chair taken back for one chair delivered, one sofa for one sofa). This service is organised with the compliance scheme for furniture (Articles L. 541-10-8 and R. 541-160 to R. 541-163 of the French Environmental Code). The same take-back applies to used lighting when a new light is delivered.

To benefit from it, the Client requests it when ordering or, at the latest, when booking the delivery appointment, specifying the type and dimensions of the piece to be taken back. The piece must be emptied and, unless the “installation” option (which includes dismantling) is chosen, dismantled if necessary, accessible under the same conditions as the delivery, and must not present any risk to the health or safety of staff (mould, pests, contamination). Otherwise, the take-back may be refused or arranged as a separate appointment.

10 — Right of withdrawal

Principle. For any goods or services purchased at a distance or off-premises (Selection Products, but also standard goods and services included in a Project), the Client has fourteen days to withdraw, without giving reasons and without bearing any costs other than those stated below (Article L. 221-18 of the French Consumer Code). For services, the period runs from the conclusion of the contract. For goods, it runs from their receipt by the Client or a third party designated by them, and the Client may withdraw as soon as the contract is concluded; for an order of several items delivered separately, it runs from receipt of the last item. If the period expires on a Saturday, Sunday or public holiday, it is extended to the next working day.

Exceptions. The right of withdrawal cannot be exercised for Bespoke Pieces, i.e. goods made to the Client’s specifications or clearly personalised (Article L. 221-28, 3°), nor for services fully performed before the end of the period with the Client’s express agreement and express waiver of their right of withdrawal (Article L. 221-28, 1°).

How to withdraw. The Client informs SOUL DESIGN of their decision before the period expires:

• online, using the “Withdraw from the contract here” function, available throughout the period from the footer of every page of the website and from the client area (“Orders”), without having to create an account; Bespoke Pieces, which are excluded from the right of withdrawal, are flagged there and cannot be selected; after entering their identity, the order concerned and the means by which they wish to receive the acknowledgement, they validate using the “Confirm withdrawal” button. SOUL DESIGN promptly sends them, on a durable medium, an acknowledgement stating the content of their declaration and the date and time it was sent (Articles L. 221-21 and D. 221-5);
• or by sending the form in the appendix, or any other unambiguous statement, by e-mail to paul@maisonsouldesign.fr or by post to the registered office.

Return of products. The Client sends back or returns the products, in their original packaging if possible, no later than fourteen days after communicating their decision. This return period is separate from the withdrawal period, which runs from receipt. SOUL DESIGN arranges the collection of the returned product by its carrier and bears its cost, as Article L. 221-23 of the French Consumer Code allows: the Client pays nothing for this return. The Client remains free to organise the return themselves, at their own expense in that case. If the product has been assembled, it is returned dismantled, under the same access conditions as for delivery.

Refund. SOUL DESIGN refunds all sums paid, including standard delivery charges (excluding any supplement chosen by the Client for faster or more expensive delivery), no later than fourteen days after being informed of the decision to withdraw, using the payment method used for the order unless the Client agrees to another method. It may defer the refund until the goods have been recovered or until the Client has provided proof of dispatch (Article L. 221-24). The Client may be held liable for any diminished value of the goods resulting from handling other than what is necessary to establish their nature, characteristics and functioning (Article L. 221-23). Assembly already carried out at the Client’s express request remains payable in proportion to the service provided (Article L. 221-25).

11 — Legal guarantees

SOUL DESIGN is bound by the legal guarantee of conformity (Articles L. 217-3 et seq. of the French Consumer Code) and the guarantee against hidden defects (Articles 1641 to 1649 of the French Civil Code). To invoke them, the Client contacts SOUL DESIGN at the details in Article 01, attaching photographs of the defect if possible. Where the item cannot be brought into conformity on site, SOUL DESIGN organises and pays for its collection; the Client cannot be required to insure or pay for the transport of a piece of furniture that cannot be sent by post, bringing the item into conformity being free of charge for them (Article L. 217-11 of the French Consumer Code).

A commercial warranty is only mentioned on a product page if the maker actually grants it for that product. The page and the written document supplied with the item then state the guarantor (name and address), the duration, the content, the territorial scope and how to invoke it (Articles L. 217-21 and L. 217-22 of the French Consumer Code). It is in addition to, and does not replace, the legal guarantees. Otherwise, only the legal guarantees apply.

12 — Customer service and complaints

Any question or complaint may be sent to paul@maisonsouldesign.fr, by telephone on +33 6 08 97 23 71 or by post to the registered office. SOUL DESIGN acknowledges receipt of the complaint, usually within two working days, and replies within fifteen days.

13 — Liability and force majeure

SOUL DESIGN is automatically liable for the proper performance of the obligations arising from the distance contract, including where they are performed by a maker, carrier or installer (Article L. 221-15 of the French Consumer Code), unless the non-performance is attributable to the Client, to the unforeseeable and insurmountable act of a third party to the contract, or to force majeure within the meaning of Article 1218 of the French Civil Code. Nothing in these terms limits the Client’s statutory rights.

14 — Intellectual property in Soul Design creations

Sketches, plans, perspectives, material boards and drawings of Bespoke Pieces produced by SOUL DESIGN remain its intellectual property. The Client acquires ownership of the delivered item and the right to use it freely; they may not reproduce or have the design reproduced without SOUL DESIGN’s written consent. SOUL DESIGN does not copy third parties’ protected designs; it may refuse any request to reproduce an existing design.

15 — Personal data

The data collected when ordering is necessary to fulfil the order. Its processing and the Client’s rights are described in the privacy policy. SOUL DESIGN only contacts the Client for telephone marketing with their prior consent (Article L. 223-1 of the French Consumer Code).

16 — Consumer mediation

In accordance with the provisions of the French Consumer Code on the mediation of consumer disputes, after contacting SOUL DESIGN’s customer service with a written complaint and failing a satisfactory answer, the Client may refer the dispute free of charge to a consumer mediation procedure, within one year of that complaint (Articles L. 612-1 and L. 616-1 of the French Consumer Code), with: CM2C — Centre de la Médiation de la Consommation de Conciliateurs de Justice, 49 rue de Ponthieu, 75008 Paris, tél. 01 89 47 00 14 (https://www.cm2c.net/declarer-un-litige.php). The Client may also bring the matter before the competent court.

17 — Governing law and jurisdiction

These terms are governed by French law, without prejudice to the more protective mandatory provisions of the law of the Client’s country of habitual residence. The Client may, at their choice, bring proceedings before the court of the place where they lived when the contract was concluded or when the harmful event occurred, or before any other territorially competent court (Article R. 631-3 of the French Consumer Code). A Client residing in another Member State of the European Union may also bring proceedings before the courts of the State where they are domiciled (Article 18 of Regulation (EU) No 1215/2012).

Appendix — Withdrawal form

You can also withdraw online using the “Withdraw from the contract here” function (Article 10). Regulatory model (appendix to Article R. 221-1 of the French Consumer Code):

(Please complete and return this form only if you wish to withdraw from the contract.)

To SOUL DESIGN, 33 rue Louise Michel, 3rd floor left, 92300 Levallois-Perret, France — e-mail: paul@maisonsouldesign.fr:

I/We (*) hereby give notice that I/we (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the provision of the following service (*):

Ordered on (*)/received on (*): ………………

Name of consumer(s): ………………

Address of consumer(s): ………………

Signature of consumer(s) (only if this form is notified on paper): ………………

Date: ………………

(*) Delete as appropriate.

01 — The seller

SOUL DESIGN, SAS with a share capital of 3,000 euros, registered office 33 rue Louise Michel, 3rd floor left, 92300 Levallois-Perret, France, RCS Nanterre 937 517 746, intra-EU VAT FR32937517746. Contact: paul@maisonsouldesign.fr — +33 6 08 97 23 71. Where applicable, the insurer, policy number and geographical cover of the professional liability insurance taken out by SOUL DESIGN are provided to the Client on request.

Unique identifiers (Article L. 541-10-13 of the French Environmental Code): furniture unique identifier being issued (membership application to the Valdelia compliance scheme filed on 26/10/2026).

02 — Application and enforceability

Every order implies unreserved acceptance of these terms, which prevail over the Client’s purchasing conditions unless SOUL DESIGN expressly agrees otherwise in writing. Negotiated special conditions are set out in the quote or in a framework agreement and prevail over these terms. SOUL DESIGN’s failure to invoke a clause does not constitute a waiver of its right to invoke it later.

Where an architect, interior designer or project manager places an order on behalf of their client, they must state this in writing and provide evidence of a mandate; otherwise they are deemed to act in their own name and to be solely liable for the price.

Specifiers. No architect registered with the Order receives a referral fee from SOUL DESIGN: the terms granted to them are passed on to their client and appear on the quote. The referral fee of any other design professional is set out in a written agreement and disclosed to their client before the order.

03 — Quotes and formation of the contract

Each project is the subject of an illustrated quote, valid for the period it states (failing that, thirty days), specifying references, finishes, quantities, unit prices excluding VAT, eco-contributions, delivery and installation charges, payment terms and lead times. As makers’ prices, material costs and transport costs may change, an expired quote must be reconfirmed.

The order becomes firm when SOUL DESIGN receives the signed quote (or a purchase order referring to it) and the stipulated deposit. The Client’s specific requirements — intensive use, fire-reaction classification (for example M1 or M2 for fabrics and coverings, NF D 60-013 for upholstered seating, EN 1021-1 and -2 for ignitability), compliance with a standard (for example EN 1335 for office work chairs, EN 527 for desks, EN 15372 for non-domestic tables), constraints applicable to public-access buildings or hospitality — are only binding on SOUL DESIGN if expressly stated in the quote; SOUL DESIGN then provides the corresponding test reports or certificates from the maker.

Up to three material samples per project may be lent during an appointment or sent on request. Samples sent are supplied as a box of three, whose price and dispatch time are stated when you request it; this price is deducted, once, from an order placed within six months of the box being sent, on quoting its number, on a quote or, for an online order, by writing to us before ordering: we then send a payment link for the net amount.

04 — Multi-maker orders

A single project may combine products from several makers. For the supply of furniture, SOUL DESIGN remains the Client’s single point of contact and sole contracting party; it allocates the order among the makers and follows up their order acknowledgements. The unavailability or delay of one maker only affects the lines concerned; the other lines remain due and may be delivered and invoiced separately under the conditions of Article 06.

05 — Lead times

The quote states an indicative lead time, based on the makers’ information at the date of the quote. Once the order is firm, SOUL DESIGN informs the Client, line by line, of the confirmed date given in each maker’s order acknowledgement, then of the scheduled delivery date agreed with the Client. Only a date expressly described as “mandatory” in the quote commits SOUL DESIGN under penalty, the amount and cap of which are then set in the quote.

Otherwise, a delay cannot give rise to penalties, withholding or cancellation of the order. However, if the confirmed date is exceeded by more than eight weeks for a reason not attributable to the Client, the Client may, after a formal notice that remains without effect for fifteen days, cancel the lines concerned and obtain the return of the corresponding deposits, to the exclusion of any other compensation. Lead times are automatically suspended if the Client is late in validating plans or finishes or in paying deposits, or in the event of force majeure.

06 — Delivery, partial deliveries and storage

Deliveries are made to the address stated in the quote, according to the terms it provides (carriage paid, to the foot of the building, to the floor, with or without installation). The Client guarantees access to the site (time slot, loading bay or parking, lift or goods lift, floor protection, authorisations from the building management or landlord); waiting time and additional means made necessary by a lack of access are invoiced to the Client on presentation of supporting documents.

SOUL DESIGN may make partial deliveries as products become available from the makers; each partial delivery may be invoiced separately. If the Client requests consolidated deliveries or a split delivery not provided for in the quote, the additional cost of storage, handling and transport is quoted in advance and invoiced once agreed.

If the Client is unable to take delivery on the scheduled date, the products are stored at the Client’s cost and risk beyond the included storage period agreed in the quote (failing that, thirty days), at the storage rate stated in the quote; the balance of the price becomes payable as if delivery had taken place.

07 — Receipt, reservations and transfer of risk

The Client checks the products on delivery and records precise, reasoned reservations on the delivery note. Where the products are handed over by a carrier, in the event of damage or partial loss the Client must confirm their reservations to the carrier by registered letter or extrajudicial act served by a commissaire de justice within three days, excluding public holidays, following receipt (Article L. 133-3 of the French Commercial Code), with a copy to SOUL DESIGN; otherwise, any claim against the carrier is extinguished. Apparent non-conformities (reference, finish, quantity) must be reported to SOUL DESIGN in writing within eight days of delivery.

The risks of loss and damage pass to the Client on delivery or, if the Client arranges collection, when the products are handed over to the carrier of their choice.

08 — Installation of furniture

Where the quote provides for installation of the furniture (assembly, positioning, fixing of pieces to suitable supports, fitting of lighting to existing electrical points without any work on the electrical installation), it is carried out by SOUL DESIGN or by the installers it appoints. SOUL DESIGN neither carries out nor sells construction works (partitions, floors, joinery, electrics, fixed fittings); where the project requires them, they are entrusted to contractors who contract directly with the Client and provide evidence of their own insurance. SOUL DESIGN then schedules the delivery and installation of the furniture around their programme. The Client provides a site that is clear, safe, supplied with power and compliant with the planned supports; electrical connections beyond simply plugging in are carried out by a qualified electrician appointed by the Client. In an establishment open to the public, fit-out generally requires a works authorisation (accessibility and fire safety, French Construction and Housing Code): obtaining it is the responsibility of the Client, as operator, to whom SOUL DESIGN provides the fire-behaviour test reports and technical data sheets of the furniture; the review period is built into the delivery schedule.

On completion of the installation, the parties draw up a joint installation report, with or without reservations. Reservations are lifted within the period agreed in the report or, failing that, within thirty days. Using the installed furniture without a report constitutes acceptance of the installation without reservation after eight days, unless written reservations are notified within that period; reservations concerning the products themselves remain governed by Article 07.

09 — Prices and eco-contribution

Prices are stated in euros excluding VAT, with VAT charged at the applicable rate. The eco-contribution applicable to furniture and to electrical and electronic equipment is invoiced on a separate line, in addition to the price, and is not subject to any discount. Delivery, installation, storage and special packaging charges are invoiced according to the quote. The schedule of unit prices and the conditions for price reductions (trade account tiers, calculated on the volume excluding VAT over the last twelve months) are provided to any professional buyer on request (Article L. 441-1 of the French Commercial Code).

10 — Deposits, payment and penalties

• Deposit on ordering: at the rate set by the quote;
• Any second deposit: at the rate and date set by the quote, no earlier than confirmation of availability from the makers;
• Balance: thirty days from the invoice date, unless the quote provides otherwise, within the legal limit of sixty days from that date (Article L. 441-10 of the French Commercial Code).

No discount is granted for early payment. Any late payment automatically incurs, from the day following the due date and without prior reminder, late-payment penalties calculated at the interest rate applied by the European Central Bank to its most recent refinancing operation plus ten percentage points, together with a fixed recovery indemnity of 40 euros per invoice (Articles L. 441-10 and D. 441-5 of the French Commercial Code). Additional compensation may be claimed, on proof, where the recovery costs incurred are higher.

In the event of non-payment, SOUL DESIGN may, eight days after a formal notice that remains without effect, suspend ongoing deliveries and services and demand immediate payment of all sums due.

11 — Retention of title

SOUL DESIGN retains ownership of the products sold until full payment of the price, principal and ancillary sums (Articles 2367 et seq. of the French Civil Code and L. 624-16 of the French Commercial Code). Delivery of an instrument creating an obligation to pay does not constitute payment. Until such payment, the Client undertakes not to resell, pledge or transform the products without written consent, and must insure them against the risks of loss and damage, risk passing on delivery in accordance with Article 07. In the event of non-payment, SOUL DESIGN may repossess the products at the Client’s expense, the deposits paid being retained up to the amount of the loss suffered.

12 — Cancellation or modification by the Client

Any cancellation or modification of a firm order must be accepted in writing by SOUL DESIGN. It gives rise to invoicing of the costs already incurred and not recoverable from the makers (Bespoke Pieces already in production, specific finishes, cancellation fees charged by the maker, transport), for which the deposit paid is the minimum consideration. Standard products may, with the maker’s agreement, be taken back subject to the maker’s return and restocking charges, communicated before the return is accepted.

13 — Warranties

SOUL DESIGN guarantees that the products conform to the quote and is liable for hidden defects under Articles 1641 et seq. of the French Civil Code. It passes on to the Client the benefit of the contractual warranties that makers actually grant, whose guarantor, terms and durations are then stated in the quote; otherwise, only the legal guarantees apply. The following are excluded from the warranty: normal wear and tear, natural variations in materials, damage resulting from use not in accordance with the intended purpose or the maker’s recommendations, lack of maintenance, intervention by a third party, or installation not carried out by SOUL DESIGN. The Client reports any defect in writing, with supporting photographs, within a reasonable time of its discovery, without prejudice to the time limit of Article 1648 of the French Civil Code for hidden defects.

14 — Liability

SOUL DESIGN’s liability, for all causes combined, is limited to direct and foreseeable damage (Article 1231-3 of the French Civil Code) and capped at the amount excluding VAT of the order concerned. It is not liable for loss of business, turnover or opportunity, nor for delays in opening an establishment where no mandatory date has been agreed. These limitations do not apply in the event of gross negligence or wilful misconduct, to personal injury or to liability for defective products, and do not deprive SOUL DESIGN’s essential obligation of its substance (Article 1170 of the French Civil Code).

15 — Force majeure

Neither party is liable for a failure caused by a force majeure event within the meaning of Article 1218 of the French Civil Code. Events considered as such include, where they have the relevant characteristics, a maker’s failure following a disaster, a general transport strike or an administrative closure. If the impediment lasts more than sixty days, either party may terminate the lines concerned, the corresponding deposits being returned less the costs incurred.

16 — Electronic invoicing

SOUL DESIGN receives and, in accordance with the legal timetable, issues its invoices electronically via Qonto (an approved platform registered by the French tax authorities). For each order, the Client provides its exact company name, SIREN number, intra-EU VAT number, billing address and, if different, delivery address. Invoices state in particular the category of the transaction (supply of goods, provision of services or mixed transaction) and, where applicable, the option to pay VAT on debits. The penalties and fixed indemnity provided for in Article 10 are restated on them.

17 — Intellectual property and references

Plans, perspectives, boards and drawings of Bespoke Pieces supplied by SOUL DESIGN remain its intellectual property and may not be disclosed to a third party, in particular another maker, or reused without its written consent. SOUL DESIGN does not reproduce third parties’ protected designs; the Client guarantees that the elements it supplies (logos, drawings, patterns) do not infringe the rights of others. With the Client’s written consent, SOUL DESIGN may photograph the completed project and present it as a reference, without showing identifiable people or confidential information.

18 — Confidentiality and personal data

Pricing conditions, maker discounts and technical information exchanged are confidential. The personal data of the Client’s contacts is processed in accordance with the privacy policy.

19 — Governing law and jurisdiction

These terms are governed by French law. The Vienna Convention of 11 April 1980 on Contracts for the International Sale of Goods is excluded. Any dispute relating to their formation, interpretation or performance shall, failing amicable settlement within thirty days of a written complaint, fall within the exclusive jurisdiction of the Economic Activities Court (tribunal des activités économiques) of Nanterre, or any court that replaces it, where the Client is a trader, including in summary proceedings, third-party claims or where there are several defendants; otherwise, of the courts designated by the ordinary rules.