General Terms and Conditions of Sale

Updated on 1 June 2026

BLACKSHEEP TRIBES DISTRIBUTION SAS

GENERAL TERMS AND CONDITIONS OF SALE
Preamble
These General Terms and Conditions of Sale (hereinafter, the “GTCS”) govern the sale of products and services by Blacksheep Tribes Distribution, a simplified joint-stock company (SAS) with a share capital of €610,000.00, registered with the Carcassonne Trade and Companies Register (RCS) under number 982 985 939, whose registered office is located at Domaine de la Borde – Building 2 “La Ruche” – Office B2, 11190 LUC-SUR-AUDE, France (hereinafter, “the Seller”), to any professional customer (hereinafter, “the Professional Customer”) or consumer (hereinafter, “the Consumer Customer”) within the meaning of the French Consumer Code (hereinafter, together, “the Customer”).

The Consumer Customer is a natural person who purchases products and services for private use, unrelated to their professional activity. The Professional Customer is “any natural or legal person, whether public or private, acting for purposes falling within the scope of their commercial, industrial, craft, liberal or agricultural activity, including when acting in the name or on behalf of another professional”. It is therefore a person acting in the course of their professional activity.

Article 1 – Scope and acceptance of the GTCS

These GTCS apply, without restriction or reservation, to all sales concluded by the Seller, both in France and internationally, concerning all products and/or services sold by the Seller. By confirming their order, the Customer is deemed to be aware of these terms of sale and to accept them as an integral part of the agreement concluded between the Seller and the Customer.

Article 2 – Orders and order confirmations

Orders received by email will be taken into account once all the necessary information has been provided by the Customer, namely a signed purchase order or a signed quotation from the Seller, together with the Customer’s identification details (billing and delivery address, VAT number and bank details (RIB) for Professional Customers, telephone numbers and email addresses, as well as any useful or necessary information requested by the Seller).

The Seller sends an order confirmation by email in PDF format, specifying the details of the order, the total amount excluding VAT and including VAT (where applicable), the delivery method and an indicative, non-contractual delivery time. The Customer must check the order confirmation for any errors or omissions and notify the Seller if this is the case. In the absence of any claim from the Customer within 48 hours of receipt of this confirmation, it will be deemed correct and final.

Article 3 – Prices

The prices shown on our quotations, price lists and order confirmations are prices including all taxes (TTC) in euros, taking into account the VAT applicable to the Customer on the day of the order; any change in the rate may be passed on to the price of the products and/or services.

Article 4 – Delivery, transport and unloading

1. Access and transport conditions
The Customer undertakes to check the accessibility of the delivery site and to inform the Seller of any possible constraints. Deliveries are made by heavy goods vehicles (heavy-duty tarpaulin trucks measuring 16.50 m in length, 4 m in width and 4 m in height). Access must be over a stable and solid surface, with no size restrictions and suitable for 40-tonne vehicles. The Customer must indicate in writing whether there are any difficulties on the surrounding roads or passageways. Failure to provide written notice of such difficulties may result in additional costs, which will be passed on in full to the Customer.

Delivery by semi-trailer:
Standard delivery is made without a tail lift and without unloading. The Customer must provide – at their own expense – a suitable unloading device (lifting height of 2.50 m, load capacity of 2 pallets / 2 tonnes). An option including unloading equipment may be selected when placing the order. The price list applicable to the order is provided at the time of the offer.

Delivery by 19-tonne truck with tail lift and pallet truck

Where access is required to restricted sites that cannot be reached by a semi-trailer, deliveries will be made using 19-tonne trucks equipped with a tail lift and a pallet truck.

Upon receipt of the order, the Customer must check the external and internal condition of the packages delivered. In the event of damage, deterioration or missing items, these reservations must be recorded in a precise and detailed manner on the transport document (examples: “damaged part(s)”, “missing part(s)”, etc.). In the absence of reservations recorded on the transport document, the goods will be deemed to have been delivered in perfect condition and no subsequent claim will be accepted.

Panels are packed on stackable pallets (in stacks of 2). Accessories and posts may, depending on the quantities, be unloaded manually.

2. Unloading
Unloading of the products is the responsibility of the Customer, who must provide the necessary equipment (forklift, crane, pallet truck, etc.). Should unloading be impossible for reasons attributable to the Customer, any additional costs will be
borne by the Customer.

3. Options and additional charges
At the express request of the Customer, the following services may be offered:

Semi-trailer delivery with tail lift + pallet truck: €60 excl. VAT;
Delivery with truck-mounted forklift: €210 excl. VAT;
Delivery by appointment: €20 excl. VAT;
Handling carried out by the driver: €60 excl. VAT per hour;
Waiting time for unloading exceeding 1 hour 30 minutes: €60 excl. VAT per hour.

4. Cancellation/postponement
Any cancellation or postponement of transport by the Customer will result in the invoicing of 100% of the initial transport cost if such cancellation or postponement occurs on the day of loading, or 50% if it occurs up to the day before loading.

Article 5 – Payments

Unless otherwise agreed in writing, invoices are payable to the Seller upon ordering.

Payments are made in euros to the Seller by bank transfer, unless otherwise stated in our order confirmation. No payment by cheque will be accepted.

Any amount not paid by the due date shall automatically, and without the need for formal notice, bear interest at the statutory interest rate increased by 2%. Any instalments paid will first be applied to the payment of accrued interest.

In the event of non-payment of all or part of the invoice amount by the due date without valid reason, the balance due will be increased by 10%, with a minimum of 50 EUROS. All collection costs shall be borne by the Customer. Non-payment of a single invoice by its due date shall automatically render the balance due on all other invoices immediately payable, even if not yet due.

Article 6 – Required authorisations

The Customer is solely responsible for obtaining, at their own expense and under their sole responsibility, all authorisations, permits, licences, administrative approvals and, more generally, any approval required under applicable laws and regulations for the installation and use of the products supplied.

The Customer warrants that they have obtained, prior to any delivery or installation, all necessary authorisations and undertakes to maintain their validity throughout the performance of the contract.

The Seller shall under no circumstances be held liable for any delay, suspension or impossibility of performance resulting from the absence, inadequacy or withdrawal of such authorisations.

The Customer shall indemnify and hold the Seller harmless against any claim, penalty, cost or damage resulting from failure to comply with the obligations set out in this article.

Article 7 – Warranties

The Distributor is solely responsible for choosing the product in light of the end customer’s needs. It must ensure that the chosen fence matches the source of the nuisance (e.g. road noise vs. neighbourhood noise).

The Supplier cannot be held liable for:

performance defects resulting from improper installation (e.g. acoustic bridging, poor sealing at ground level);
unsuitable site configuration (e.g. sound reflection from a third-party building);
non-compliant use or installation.

1. Legal guarantee of conformity (Consumer Customers only)
In accordance with Articles L.217-3 et seq. of the French Consumer Code, the Seller delivers goods that conform to the contract and is liable for any lack of conformity existing at the time of delivery.

The Seller is also liable for any lack of conformity resulting from the packaging, assembly instructions or installation where the latter was made the Seller’s responsibility under the contract or was carried out under its responsibility.

The goods conform to the contract if, in particular, they:

are fit for the purpose normally expected of similar goods;
correspond to the description given by the Seller and possess the qualities presented to the Customer;
have the qualities that a consumer may legitimately expect in light of public statements made by the Seller, the producer or its representative.

The Customer has a period of 2 years from delivery of the goods to take action under this guarantee.

Exceptions: the guarantee of conformity cannot be invoked for specific characteristics of the goods expressly accepted by the Customer at the time of ordering, of which the Customer was informed that they departed from the legal conformity criteria.

In the event of a lack of conformity, the Customer may request the repair or replacement of the product. The choice lies with the Customer, unless it entails a manifestly disproportionate cost for the Seller. The product shall be brought into conformity within a maximum period of 30 days following the Customer’s request.

2. Legal guarantee against hidden defects (Consumer and Professional Customers)
In accordance with Article 1641 of the French Civil Code, the Seller is bound by the guarantee against hidden defects in the product sold which render it unfit for its intended use, or which so diminish that use that the Customer would not have purchased it, or would have paid a lower price for it, had they known of them.

Any action arising from latent defects must be brought within 2 years of the discovery of the defect, in accordance with Article 1648 of the French Civil Code.

Where the guarantee against hidden defects is invoked, the Customer may choose to:

return the product and obtain a refund of the price;
keep the product and obtain a price reduction.

The request must be made by registered letter with acknowledgement of receipt, accompanied by any relevant supporting documents.

3. Contractual warranty
Independently of the legal guarantees, certain products may benefit from a specific commercial warranty, the terms of which are set out in the commercial documents or the manufacturer’s instructions. This commercial warranty does not cover:

normal wear and tear of the product;
variations inherent in natural materials;
installation not in accordance with the installation guide;
defects or deterioration caused by improper use or lack
of maintenance.

Article 8 – Retention of title and transfer of risk
1. Retention of title
The Seller retains ownership of the goods until full payment of the price by the Customer, including principal and ancillary amounts, in accordance with Article 2367 of the French Civil Code.

Failure to pay by the due date may result in the goods being reclaimed, in which case they must be returned to the Seller at the Customer’s expense and risk.

The Customer undertakes to keep the delivered goods in their original condition and to insure them against all risks for as long as ownership has not been transferred to them.

In the event of resale of the goods before full payment, the Professional Customer hereby assigns to the Seller all receivables arising from their resale, up to the amount of the price of the goods still outstanding.

2. Transfer of risk

Professional Customers (B2B): the risks relating to the products (loss, deterioration, damage caused to property or persons) are transferred to the Customer as soon as the goods are handed over to the carrier.
Consumer Customers (B2C): the risks are transferred upon actual delivery of the products to the Customer or to a third party designated by the Customer, in accordance with Article L.216-4 of the French Consumer Code.

Article 9 – Withdrawals and cancellations
1. Withdrawals
For distance contracts, in accordance with Articles L.221-18 et seq. of the French Consumer Code, the Consumer Customer has a period of 14 days from receipt of the product (or from acceptance of the offer for services) to exercise their right of withdrawal without having to give reasons for their decision or bear any costs other than those provided for by law (return costs).

The Consumer Customer may notify their decision to withdraw by means of an unambiguous statement or by using the model form annexed to these GTCS. If the right of withdrawal is exercised, the Seller shall refund the Consumer Customer all sums paid, including standard delivery costs, no later than 14 days from receipt of the withdrawal decision or of the returned product.

This provision is a matter of public policy and takes precedence over any provision to the contrary. The right of withdrawal does not apply, in particular, to:

Products made to the Customer’s specifications or clearly
personalised;
Products liable to deteriorate or expire rapidly;
Products which, after delivery and by their nature, are inseparably mixed with other items.

Likewise, the right of withdrawal does not apply to contracts fully performed by both parties at the express request of the Customer before the Customer exercises their right of withdrawal.

The above rules also apply to the Professional Customer, provided that the following cumulative conditions are met:

the contract must have been concluded off-premises: in order to exercise a right of withdrawal, the contract must not have been concluded on the seller’s premises;
the subject matter of the contract must not fall within the scope of the Professional Customer’s main activity;
the Professional Customer wishing to invoke the right of withdrawal must have fewer than 5 employees.

2. Cancellations
The Customer is bound to pay in full for all goods ordered, for each order placed (by email or signed purchase order). If the Customer indicates that they wish to waive all or part of the purchase, the Seller may choose either to enforce performance of the contract or to terminate it at the Customer’s expense, in which case the Customer shall be required to pay a fixed indemnity equal to 25% of the order amount, without prejudice to the Seller’s right to prove the extent of, and claim payment for, damages exceeding this fixed indemnity.

Article 10 – Claims
Any claim relating to quality, quantity or apparent defects must be made no later than upon delivery and must be recorded in writing on the delivery note. Failing this, the goods shall be deemed accepted. Responses to a late claim do not imply a waiver of this provision and are always made subject to all rights and without any prejudicial admission. Where a claim concerning defective goods is accepted, either by the parties or by law, the Seller’s liability shall not exceed the proportional refund of the purchase price paid by the Customer for the disputed goods or the replacement of the disputed goods delivered by us, and therefore expressly excludes any compensation covering direct or indirect damages or labour costs.

Article 11 – Information (GDPR)
The Seller reserves the right to collect data on the user, in particular through the use of cookies or data received by email or telephone. The collection of data by the Seller, as data controller, is necessary in order to process our customers’ requests. The user has a right of access, rectification and objection regarding the data concerning them.

Article 12 – Force majeure
Neither the Seller nor the Customer shall be held liable for any failure to perform resulting from a case of force majeure beyond their control, including in particular, but not limited to, war, riot, insurrection, interruption of transport and/or production, import or export problems, strikes, lock-outs, computer hacking, shortages, fire, earthquake, storm, flooding or pandemic.

Article 13 – Amendment and invalidity
The Seller reserves the right to amend the GTCS. Any amendment will be published on its website and, in the case of a significant amendment, notified to the Customer, who will be bound by any amendments they have not rejected within twenty (20) calendar days of notification thereof.

The invalidity or unenforceability of any clause of the GTCS shall not affect the validity or enforceability of the other clauses or of the contract. If any provision of the GTCS is invalid, unenforceable or contrary to applicable law, that provision shall automatically be limited or amended so as to render it valid or enforceable to the fullest extent permitted by applicable law, and all other provisions of the GTCS shall remain in force and in full effect.

Article 14 – Governing law and dispute resolution

These GTCS and the sales arising from them are governed by French law. In the event of a dispute relating to the interpretation or performance of an order, the parties shall endeavour to seek an amicable solution before taking any legal action.

1. Consumer mediation (Consumer Customers only)

In accordance with Articles L. 612-1 et seq. of the French Consumer Code, the Consumer Customer may refer, free of charge, to a consumer mediator in the event of a dispute with the Seller. The Seller has designated the following consumer mediator: CNPMEDIATION CONSOMMATION (https://www.cnpm-mediation-consommation.eu/) or any other mediator / mediation centre for B2C disputes.

After a prior written complaint by the Consumer Customer to the Seller, and if no amicable solution has been found, the Mediator’s service may be contacted for any unresolved consumer dispute.

2. Jurisdiction

Professional Customers (B2B): any dispute shall be submitted to the exclusive jurisdiction of the courts with territorial jurisdiction over the Seller’s registered office, including in the event of multiple defendants or third-party claims.
Consumer Customers (B2C): the Consumer Customer may, at their choice and in accordance with the legal provisions, refer the matter to the court of the place where they reside, the court of the place of actual delivery of the product, the court of the place where the service was performed, or any other court determined by applicable law.

MODEL WITHDRAWAL FORM (DISTANCE SELLING)

Order reference number:
Registered letter with acknowledgement of receipt

Dear Sir or Madam,

On (date), I placed an order with you for …. (products/services) by … (telephone, post, Internet), which has not yet been delivered / which I received on … (date).

In accordance with Article L. 221-18 of the French Consumer Code, I hereby inform you that I wish to exercise my right of withdrawal regarding this order and I will return it to you within the
next fourteen days.

(If you have paid a deposit or the full amount of the order)
Please refund me the sum of (…) euros that I paid you by … (bank card, etc.).
Thank you in advance. Yours faithfully,

(Signature)