General Terms and Conditions of Sale (GTC) – B2B

GENERAL TERMS AND CONDITIONS OF SALE (B2B)

Version dated 30 September 2026

INSPIRATION STUDIO – SAS with share capital of €3,000
Registered office: 70 Avenue Victor Hugo, 93300 Aubervilliers, France
SIREN: 813 604 055
SIRET: 813 604 055 00018
Bobigny Trade and Companies Register
EU VAT number: FR13813604055
APE code: 46.42Z – Wholesale of clothing and footwear

1. Scope

These General Terms and Conditions of Sale, hereinafter the “Terms”, govern all sales of products made by INSPIRATION STUDIO, hereinafter the “Seller”, to any purchaser acting for professional purposes, hereinafter the “Customer”.

They apply in particular to orders placed through the Seller’s website as well as to any order accepted by the Seller by any other means.

Any order implies the Customer’s full and unconditional acceptance of these Terms.

Unless expressly accepted in writing by the Seller, these Terms shall prevail over any general terms and conditions of purchase or any other document issued by the Customer.

Any derogation from these Terms must be agreed in writing between the parties.

2. Professional access only – Account approval

The website and the Seller’s professional prices are reserved for professional Customers, including retailers, resellers, distributors, semi-wholesalers and wholesalers.

2.1 Creation and approval of a professional account

Any account creation may be subject to manual verification by the Seller.

The Seller may request any document or information necessary to verify the identity, activity or professional status of the Customer, including:

  • company registration extract or equivalent;

  • SIREN or SIRET number;

  • EU VAT number;

  • proof of professional activity;

  • identity document of the legal representative;

  • proof of business address;

  • or any other document reasonably required to verify the account.

The Customer undertakes to provide accurate, complete and up-to-date information.

The Seller reserves the right to refuse, suspend or deactivate a professional account, in particular where the information supplied is incomplete, inconsistent, fraudulent or insufficient to verify the applicant’s professional status.

Refusal to open an account shall not give rise to any right to compensation, subject to any mandatory legal provisions.

Until the account has been approved, certain website functions, including access to prices or the ability to place orders, may remain unavailable.

2.2 Security of login details

Login details are personal and confidential.

The Customer is responsible for their safekeeping and use and must promptly notify the Seller of any fraudulent or unauthorised use of its account of which it becomes aware.

3. Products

The products offered for sale are those listed in the Seller’s catalogue, subject to availability.

The essential characteristics of the products are presented on the website and/or in the corresponding commercial documents.

Photographs, illustrations, displays, colours and digital renderings are provided for illustrative purposes only. Slight differences, particularly in colour or appearance, may occur due to screens, photographic conditions, materials used or manufacturing batches.

Such differences shall not constitute a defect where they do not affect the essential characteristics of the product.

The Seller may amend or renew its catalogue at any time and discontinue a product without affecting orders already definitively accepted.

4. Product availability

Product offers are valid subject to stock availability.

If a product becomes wholly or partially unavailable after an order has been placed, the Seller shall inform the Customer as soon as reasonably possible.

Depending on the circumstances, the Seller may in particular:

  • offer a replacement product, subject to the Customer’s agreement;

  • make a partial delivery;

  • issue a credit note;

  • or refund any amount already paid for unavailable products.

Product unavailability shall not entitle the Customer to any additional compensation, unless otherwise required by mandatory law.

5. Prices – Price lists – Discounts

The applicable prices are those displayed on the website, catalogue, quotation, order confirmation or any other applicable commercial document at the time the order is accepted.

Prices are stated in euros excluding taxes (VAT excluded).

VAT and any other applicable taxes shall be added in accordance with the legislation in force.

Unless otherwise stated, prices do not include:

  • delivery charges;

  • transport costs;

  • specific insurance costs;

  • customs duties;

  • local taxes;

  • possible banking charges;

  • or any other ancillary costs applicable to the order.

Such costs shall be invoiced separately or specified before final validation of the order where known.

The Seller may amend its prices at any time. Such amendments shall not affect orders already definitively accepted.

5.1 Price reductions

Any discounts, rebates, promotions or special pricing conditions shall be those expressly stated on the website, quotation, invoice, order confirmation or in any special commercial conditions agreed with the Customer.

No price reduction may be claimed unless expressly agreed.

5.2 Discount for early payment

No discount shall be granted for early payment unless otherwise agreed in writing by the Seller.

6. Orders

The Customer is responsible for checking the contents of its order before validation, including:

  • references;

  • models;

  • colours;

  • sizes;

  • quantities;

  • billing details;

  • delivery address.

Automatic receipt of an order does not necessarily constitute its final acceptance by the Seller.

An order becomes binding once accepted by the Seller, including by means of an order confirmation, commencement of preparation, dispatch or any other act clearly demonstrating acceptance.

The Seller may in particular refuse or suspend an order:

  • in the event of previous unpaid amounts;

  • in the event of late payment;

  • where a dispute is ongoing;

  • where account information is inaccurate or insufficient;

  • in the event of suspected fraud;

  • where volumes appear manifestly abnormal in light of the activity declared;

  • where the order does not comply with the applicable commercial conditions;

  • or where a legitimate reason prevents its performance.

6.1 Amendment or cancellation

Once an order has been accepted by the Seller, no amendment or cancellation initiated by the Customer may take place without the Seller’s prior written consent.

Products specifically ordered, customised, manufactured or sourced for the Customer may not be cancelled or returned, subject to any mandatory legal warranties that may apply.

7. No contractual right of withdrawal

Sales governed by these Terms are concluded between professionals.

Unless a mandatory statutory right exceptionally applies or the Seller expressly agrees otherwise, the Customer shall have no contractual right to withdraw after final acceptance of the order.

8. Payment

Unless otherwise agreed in writing, orders are payable in full and immediately in accordance with the terms stated at the time of the order or on the invoice.

Accepted means of payment are those offered by the Seller, including, depending on the circumstances:

  • bank card;

  • bank transfer;

  • or any other means expressly accepted.

The Seller may make dispatch of the order conditional upon final receipt of the sums due.

No unilateral set-off or deduction may be made by the Customer from sums owed to the Seller, unless previously agreed in writing by the Seller or permitted by mandatory law.

8.1 Late payment

Any amount not paid by its due date shall automatically and without prior reminder or formal notice give rise to late-payment interest.

Unless another rate is specified in special conditions within the limits permitted by law, such interest shall be calculated on the basis of the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points, in accordance with Article L. 441-10 of the French Commercial Code.

Any professional Customer in late payment shall also automatically owe a fixed recovery fee of €40.

Where the recovery costs actually incurred exceed this fixed amount, the Seller may claim additional compensation upon justification, in accordance with applicable law.

The Seller may also suspend performance or delivery of ongoing orders until all outstanding sums have been paid in full, subject to any mandatory legal provisions.

8.2 Acceleration

In the event of non-payment of an amount due, other sums already owed by the Customer to the Seller may become immediately payable to the extent permitted by law and by the agreements entered into between the parties.

9. Retention of title

THE SELLER RETAINS OWNERSHIP OF THE GOODS SOLD UNTIL FULL AND EFFECTIVE PAYMENT OF THEIR PRICE, INCLUDING PRINCIPAL AND ANCILLARY AMOUNTS.

Payment shall only be deemed made once the sums due have been finally received.

Until full payment, the Customer undertakes to keep the products in such a manner that they remain identifiable.

In the event of insolvency proceedings affecting the Customer, the Seller may exercise its rights over goods sold subject to retention of title in accordance with applicable law.

This retention of title does not prevent the transfer of risk in accordance with the delivery provisions below.

10. Delivery

Products shall be delivered to the address stated by the Customer when placing the order.

The Customer must ensure that the address provided is accurate and accessible and that an authorised person is available to receive the goods.

Unless expressly guaranteed otherwise, preparation, dispatch and delivery times indicated by the Seller are given for information only.

A reasonable delay shall not, in itself, entitle the Customer to cancel the order, refuse the goods or claim compensation, except where required by mandatory law or expressly agreed otherwise in writing.

The Seller may make partial deliveries where circumstances justify doing so.

10.1 Transfer of risk

Unless otherwise agreed in writing or required by mandatory law, risks relating to the goods shall pass to the Customer upon delivery of the goods to the carrier responsible for transportation.

From that point onwards, the goods travel at the Customer’s risk, including where transport is arranged or advanced by the Seller.

11. Receipt – Transport reservations

The Customer must inspect the apparent condition, number of parcels and, where reasonably possible, the contents of the goods upon receipt.

In the event of damage, missing parcels, apparent defects or any transport-related irregularity, the Customer must make precise, complete and substantiated reservations with the carrier.

General statements such as “subject to unpacking” are insufficient to accurately identify damage.

For transport operations governed by French domestic law, and in particular where Article L. 133-3 of the French Commercial Code applies, the Customer must notify the carrier of its reasoned protest within three days, excluding public holidays, following receipt, using the forms prescribed by applicable law.

The Customer is also requested to inform the Seller as soon as possible and to provide:

  • a copy of the delivery note;

  • the reservations made;

  • photographs of the parcels and goods concerned;

  • and any document evidencing the damage.

Different rules may apply to international transport.

Nothing in this clause shall deprive the Customer of any legal remedies available against the carrier or the Seller.

12. Claims – Returns

Without prejudice to applicable legal provisions, in particular those relating to latent defects, any claim concerning an incorrect reference, incorrect quantity or apparent defect attributable to the Seller must be notified as soon as possible and, where reasonably possible, within 7 business days following receipt.

The Customer must provide the information necessary for the Seller to examine the claim, including:

  • order or invoice number;

  • product reference;

  • quantity concerned;

  • precise description of the issue;

  • photographs showing the defect where possible.

No commercial return may be made without the Seller’s prior consent.

If authorised, the return terms and return address shall be communicated to the Customer.

Unless the defect is attributable to the Seller or otherwise required by law, the following may in particular not be returned:

  • used products;

  • washed, altered or damaged products;

  • products from which labels or identification elements have been removed;

  • incomplete products;

  • customised or specially ordered products;

  • goods returned without prior authorisation;

  • discounted, clearance or promotional items where returns are expressly excluded.

The exclusion of commercial returns does not affect any mandatory legal warranties that may apply.

13. Warranties

The Customer is responsible for ensuring that the products are suitable for the professional use for which they are intended.

The Seller remains liable under any mandatory legal warranties, including, where applicable, the warranty against latent defects provided for by Articles 1641 et seq. of the French Civil Code.

Where a claim is accepted as justified, the Seller may, depending on the nature of the defect and within the limits permitted by law:

  • replace the product concerned;

  • repair the product where possible;

  • issue a credit note;

  • or refund the product.

The warranties do not cover defects resulting in particular from:

  • abnormal or improper use;

  • lack of maintenance;

  • failure to comply with care instructions;

  • normal wear and tear;

  • alteration of the product by the Customer or a third party;

  • improper storage;

  • deterioration occurring after transfer of risk and not attributable to the Seller.

14. Liability

The Seller shall be liable for direct and foreseeable losses attributable to it in accordance with applicable law.

To the extent permitted by law, the Seller shall not be liable for indirect losses suffered by the Customer, including:

  • loss of turnover;

  • loss of profit margin;

  • loss of customers;

  • business interruption;

  • loss of commercial opportunity;

  • indirect damage to reputation;

  • or indirect economic consequences arising from damage.

Unless otherwise required by mandatory law, the Seller’s total liability in connection with an order shall be limited to the amount excluding VAT actually paid by the Customer for the order giving rise to the loss.

This limitation shall not apply where prohibited by law, including in the event of gross negligence or wilful misconduct, or where it would deprive an essential obligation of the Seller of its substance.

The Seller shall in particular not be liable for damage resulting from:

  • improper use of the product;

  • failure to comply with care instructions or recommendations;

  • improper storage;

  • alteration of the product by the Customer or a third party;

  • inaccurate information provided by the Customer;

  • or a force majeure event.

15. Intellectual property

All elements composing or appearing on the Seller’s website, including:

  • photographs;

  • videos;

  • texts;

  • descriptions;

  • illustrations;

  • logos;

  • trademarks;

  • drawings;

  • designs;

  • visuals;

  • graphic elements;

  • databases;

  • and more generally any protected content,

remain the property of their respective rights holders and are protected by applicable intellectual property laws.

Unless prior written authorisation has been obtained from the Seller or the relevant rights holder, any reproduction, representation, adaptation, extraction, distribution or exploitation of such elements, in whole or in part, is prohibited.

The purchase of products from the Seller does not grant the Customer any intellectual property rights over photographs, trademarks, logos, visuals or other content associated with the products.

16. Personal data – GDPR

In connection with the creation and management of professional accounts, the commercial relationship and performance of orders, the Seller may collect and process personal data relating in particular to the Customer’s representatives, directors, employees or contacts.

Such processing may in particular have the following purposes:

  • creation and approval of professional accounts;

  • verification of the Customer’s professional status;

  • order management;

  • delivery;

  • invoicing and accounting;

  • prevention of fraud and unpaid invoices;

  • management of the commercial relationship;

  • processing of claims and disputes;

  • and, where legally permitted, commercial prospecting.

Depending on the circumstances, processing is based on the performance of contractual or pre-contractual measures, compliance with legal obligations and the Seller’s legitimate interests.

Data may be accessed by authorised personnel of the Seller and by service providers where disclosure is necessary for the performance of their duties, including payment providers, carriers, IT providers, advisers, accountants and legally authorised public authorities.

Data shall be retained for a period proportionate to the purposes pursued and to applicable legal retention obligations.

In accordance with applicable personal-data legislation, data subjects have, depending on the circumstances and subject to applicable legal conditions, rights of:

  • access;

  • rectification;

  • erasure;

  • restriction of processing;

  • objection;

  • and, where applicable, data portability.

These rights may be exercised by contacting the Seller using the contact details appearing at the beginning of these Terms.

The data subject may also lodge a complaint with the French Data Protection Authority (CNIL) if they consider that their rights have not been respected.

Where the website contains a separate privacy policy, that policy supplements these provisions.

17. Force majeure

Neither party shall be liable for a failure or delay in performing its obligations where such failure or delay results from an event meeting the legal conditions of force majeure within the meaning of Article 1218 of the French Civil Code.

The following events may in particular be capable of constituting force majeure, provided that the applicable legal conditions are actually met:

  • natural disaster;

  • fire;

  • flooding;

  • armed conflict;

  • epidemic or pandemic;

  • decision of a public authority;

  • major disruption of transport networks;

  • strike external to the parties;

  • major infrastructure failure;

  • exceptional supply disruption outside the control of the affected party.

The affected party shall inform the other party as soon as reasonably possible.

Where the impediment is temporary, performance of the affected obligation shall be suspended for the duration of the impediment, unless the resulting delay justifies termination of the contract in accordance with applicable law.

Where the impediment is permanent, the consequences provided for by law shall apply.

18. Evidence – Electronic communications

Computer records, order confirmations, emails, data recorded in the Seller’s systems and electronic documents retained under conditions reasonably ensuring their integrity may be used as evidence of exchanges and transactions between the parties, subject to applicable law.

The Customer is responsible for the email address provided when creating its account and must notify the Seller of any change.

19. Amendments to the Terms

The Seller may amend these Terms, in particular to reflect legal, regulatory, technical or commercial developments.

The version applicable to an order shall be the version accepted by or made available to the Customer when the order becomes final.

Subsequent amendments shall not retroactively alter orders already definitively accepted, unless otherwise agreed by the parties or required by law.

20. Severability

If any provision of these Terms is held to be invalid, unenforceable or not binding, this shall not affect the validity of the remaining provisions, unless the provision concerned is inseparable from the overall contractual arrangement.

Failure by the Seller to rely on any provision of these Terms at any given time shall not constitute a waiver of its right to rely on that provision at a later date.

21. Applicable law – Dispute resolution

These Terms and all sales transactions arising from them shall be governed by French law.

In the event of a dispute, the parties are invited to seek an amicable settlement beforehand.

FOR DISPUTES BETWEEN PARTIES BOTH ACTING IN THE CAPACITY OF TRADERS, AND SUBJECT TO ANY MANDATORY LEGAL PROVISIONS, EXPRESS JURISDICTION IS GRANTED TO THE COMMERCIAL COURT OF BOBIGNY, INCLUDING IN THE EVENT OF MULTIPLE DEFENDANTS OR THIRD-PARTY PROCEEDINGS.

Where such a jurisdiction clause cannot legally be enforced against the Customer, the jurisdiction rules provided for by applicable law shall remain applicable.

22. Acceptance of the Terms

By validating an order, the Customer acknowledges having read and fully and unconditionally accepted these Terms.

Where the ordering process includes a checkbox for acceptance of the Terms, the Customer must tick it before the order can be finalised.

The applicable Terms may be saved and reproduced by the Customer.

23. Language – Prevailing version

These Terms may be made available in several languages for the convenience of international Customers.

The French-language version constitutes the original contractual version and shall prevail in the event of any discrepancy, ambiguity or difference of interpretation between the French version and any translation, to the extent permitted by applicable law.

Version in force: 30 September 2026.