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Mallo Bois

Terms and conditions of sale

Version of 1 January 2025 — applicable to business-to-business sales. The French version prevails.

PROFESSIONAL GENERAL TERMS AND CONDITIONS OF SALE

ETABLISSEMENTS MALLO BOIS

Version of January 1, 2025 - Applicable to B2B sales

ARTICLE 1 - PURPOSE AND SCOPE

1.1 Purpose

These General Terms and Conditions of Sale (hereinafter "GTC") govern all sales of sawmill products, processed wood and associated services carried out by ETABLISSEMENTS MALLO BOIS, a simplified joint-stock company with a capital of €110,000, registered with the Colmar Trade and Companies Register under number 946 650 181, with its registered office at 5 rue de la Forêt, 68890 RÉGUISHEIM (hereinafter the "Seller") to its professional customers (hereinafter the "Customer" or the "Buyer").

1.2 Application

These GTC constitute, in accordance with Article L.441-1 of the Commercial Code, the sole basis of commercial negotiation. They prevail over any general purchasing conditions or any other document from the Customer, except for written derogation signed by the Seller.

1.3 Modification

The Seller reserves the right to modify these GTC at any time. The applicable GTC are those in force on the date the order is placed.

ARTICLE 2 - PRODUCTS AND TECHNICAL SPECIFICATIONS

2.1 Classification and standards

Products are classified according to current European standards:

    • Visual grading: EN 1611-1 (softwood) and EN 975-1 (hardwood)
    • Structural grading: EN 14081-1 (strength classes C14 to C35)
    • Dimensional tolerances: EN 1313-1 and EN 1313-2
    • Certification: PEFC (certified chain of custody) and/or FSC according to availability

2.2 Wood moisture content

Unless otherwise specified, reference moisture content levels are:

    • Construction timber: 18% (±2%)
    • Interior timber: 12% (±2%)
    • Flooring and paneling: 8-10% (±1%) Measurements are carried out according to EN 13183 standard. Natural moisture variations after delivery do not constitute a defect.

2.3 Admissible natural defects

Wood being a natural material, the following characteristics are accepted within the limits of grading standards:

    • Sound and adherent knots
    • Color and grain variations
    • Non-through drying cracks
    • Slight deformations (warping <2mm/m)

2.4 Sanitary condition

Unless otherwise stated, wood is delivered in natural state, sound and free from active insect or fungal attacks at the time of delivery. Untreated wood remains susceptible to subsequent colonization depending on exposure conditions.

ARTICLE 3 - ORDERS

3.1 Contract formation

Orders must be placed in writing (mail, email, web portal) and specify:

    • Species and quality
    • Dimensions and tolerances
    • Quantities (m³, linear meters, m²)
    • Target moisture content
    • Desired deadline
    • Special conditions (treatment, planing, etc.)

3.2 Confirmation

Any order is only final after written confirmation from the Seller stating the price, deadline and delivery conditions. Subsequent modifications must be subject to a written amendment.

3.3 Minimum order

Minimum order: €500 excluding VAT or 2 m³ depending on products.

ARTICLE 4 - PRICES

4.1 Price determination

Prices are established excluding VAT, ex-works (EXW Incoterms 2020), based on the tariff in force on the order date. They apply to products conforming to standard specifications.

4.2 Price revision

For framework contracts or orders with staggered deliveries over more than 3 months, prices are revisable according to the formula: P1 = P0 × [0.15 + 0.35(W1/W0) + 0.30(E1/E0) + 0.20(T1/T0)] Where:

    • W = Standing timber price index (source: ONF Grand Est)
    • E = Energy cost index
    • T = CNR road transport index Revision applies quarterly with 30 days' notice.

4.3 Supplements

Supplements apply for:

    • Special drying: +15%
    • 4-sided planing: +€80/m³
    • Preservation treatment: according to class
    • Superior quality sorting: +20%

ARTICLE 5 - PAYMENT CONDITIONS

5.1 Terms

Unless otherwise agreed, invoices are payable by bank transfer within 30 days from invoice date. For new customers: cash payment or 30% deposit.

5.2 Late payment penalties

In accordance with Article L.441-10 of the Commercial Code, any late payment automatically entails:

    • Penalties at ECB rate plus 10 points (minimum 3 times legal rate)
    • Fixed compensation of €40 for recovery costs
    • Suspension of ongoing deliveries
    • Immediate payment of all amounts due

5.3 Offsetting

The Customer may not offset any amount without prior written agreement from the Seller.

ARTICLE 6 - DELIVERY

6.1 Deadlines

Delivery times are given for information purposes and run from order confirmation and receipt of any deposit. Delays cannot give rise to penalties, cancellation or damages except in case of proven gross negligence.

6.2 Terms

Delivery is made:

    • Either by collection at sawmill (EXW)
    • Or by transport organized by the Seller (CPT/DAP as agreed) Risk transfer occurs upon making available, even in case of sale with transport.

6.3 Reception

The Customer must verify product conformity and condition upon delivery. Any reservations must be noted on the delivery note and confirmed by registered letter with acknowledgment of receipt within 3 business days.

6.4 Storage after delivery

The Customer is responsible for appropriate storage of products from delivery. Wood must be:

    • Stored off ground on ventilated supports
    • Protected from direct weather
    • Maintained in a ventilated environment
    • Isolated from any contact with contaminated wood Non-compliance with these conditions releases the Seller from any liability regarding subsequent degradation.

ARTICLE 7 - RETENTION OF TITLE

7.1 Retention clause

THE SELLER RETAINS OWNERSHIP OF PRODUCTS UNTIL FULL PAYMENT OF PRINCIPAL AND ACCESSORIES. Non-payment may result in reclaiming of goods.

7.2 Transformation

In case of transformation, the Seller becomes co-owner of the finished product in proportion to the value of supplied products. The Customer undertakes to inform any third party of this clause's existence.

7.3 Resale

In case of resale before complete payment, the Customer assigns to the Seller its claims against the sub-purchaser up to the amounts due.

ARTICLE 8 - WARRANTIES AND LIABILITY

8.1 Conformity warranty

The Seller warrants product conformity to contractual specifications for 12 months from delivery. The warranty covers sawing and drying defects but excludes:

    • Natural wood variations
    • Defects resulting from inadequate storage
    • Normal wear and damage after transformation
    • Wood movement due to ambient humidity variations
    • Damage caused by wood-boring insect or wood-destroying fungal attacks occurring after delivery

8.2 Warranty implementation

In case of proven non-conformity, the Seller will, at its option, replace products or issue a credit note. Defective products must be kept for contradictory expertise.

8.3 Liability limitation

The Seller's total liability is limited to 100% of the concerned order's amount excluding VAT. The Seller is not liable for indirect damages, operating losses, production losses or profit losses.

8.4 Specific treatment warranty

For treated wood, durability warranty applies according to CTB-B+ certificate conditions provided at delivery and subject to implementation conforming to DTU standards.

8.5 Biological attack prevention

The Customer is informed that untreated wood remains susceptible to insect or fungal attack under favorable conditions (excessive humidity, ground contact, insufficient ventilation). The Customer undertakes to store and implement products under appropriate conditions in accordance with best practices and Seller's recommendations. The Seller cannot be held liable for biological degradation resulting from inadequate storage or use conditions.

ARTICLE 9 - CLAIMS AND RETURNS

9.1 Claim deadlines

    • Apparent defects and shortages: 3 business days
    • Quality defects: 8 business days
    • Hidden defects: according to common law
    • Biological attacks: inadmissible unless proof of contamination prior to delivery Any claim must be sent by registered letter with acknowledgment of receipt including photos and precise description.

9.2 Expertise

In case of technical dispute, contradictory expertise may be organized at the losing party's expense. The expert will be chosen by mutual agreement or appointed by the Commercial Court President.

9.3 Returns

No returns accepted without prior written agreement. Custom-made products and special orders are neither returnable nor exchangeable.

ARTICLE 10 - FORCE MAJEURE

10.1 Definition

Force majeure events include: natural disasters, fires, floods, storms preventing forest operations, strikes, epidemics/pandemics, government restrictions, raw material or energy shortage, major cyberattacks.

10.2 Effects

Force majeure suspends parties' obligations. The Seller will inform the Customer within 7 days and take reasonable measures to limit impacts. If the situation persists for more than 60 days, each party may terminate ongoing orders without compensation.

ARTICLE 11 - INTELLECTUAL PROPERTY

11.1 Seller's rights

The Seller retains all rights to:

    • Optimized cutting plans
    • Personalized technical solutions
    • Production and yield data
    • Methods and know-how

11.2 License of use

The Customer benefits from a non-exclusive license to use provided elements solely for order requirements. Any other use requires the Seller's written agreement.

ARTICLE 12 - CONFIDENTIALITY

12.1 Commitment

Parties undertake to maintain confidential for 5 years all technical, commercial or financial information exchanged, notably:

    • Prices and special conditions
    • Manufacturing processes
    • Production data
    • Projects and developments

12.2 Exceptions

Information is not considered confidential if:

    • Already public
    • Legitimately obtained from third parties
    • Must be legally disclosed

ARTICLE 13 - PERSONAL DATA

The Seller processes personal data in accordance with GDPR. Data is used for order management, accounting and commercial prospecting. The Customer has rights of access, rectification, deletion and opposition (contact: dpo@mallobois.com).

ARTICLE 14 - SUSTAINABLE DEVELOPMENT

14.1 Certification

The Seller, PEFC certified for its chain of custody, undertakes to provide upon request PEFC/FSC certificates and traceability documents required by EUTR (European Union Timber Regulation).

14.2 Environmental commitment

Parties collaborate to optimize transport, reduce waste and favor sustainably managed local species.

ARTICLE 15 - CONTRACT MODIFICATIONS

15.1 Procedure

Any order modification must be requested in writing with minimum 7 business days' notice before scheduled production date.

15.2 Impacts

Modifications may result in price and deadline adjustments. The Seller will confirm new conditions in writing within 5 business days.

ARTICLE 16 - DISPUTE RESOLUTION

16.1 Amicable settlement

Parties will endeavor to amicably resolve any dispute. Failing agreement within 30 days, they may resort to mediation according to CMAP regulations.

16.2 Arbitration (option)

For disputes exceeding €50,000, parties may agree to arbitration according to ICC rules, sitting in Strasbourg, in French.

16.3 Jurisdiction

Otherwise, any dispute will be under the exclusive jurisdiction of the Colmar Commercial Court, even in case of multiple defendants or third-party claims.

ARTICLE 17 - FINAL PROVISIONS

17.1 Entirety

These GTC and any special conditions constitute the entire agreement between parties.

17.2 Non-waiver

Failure to exercise a right does not constitute waiver of subsequent exercise.

17.3 Severability

If a clause is declared void, other provisions remain applicable.

17.4 Applicable law

These GTC are governed by French law. The Vienna Convention on the International Sale of Goods is expressly excluded.

ETABLISSEMENTS MALLO BOIS - 5 rue de la Forêt - 68890 RÉGUISHEIM

SIRET : 946 650 181 00021 - RCS Colmar - Code NAF : 4673A - Capital social : 110 000 € - SAS

Contact : Tél : 03 89 81 12 22 Email : bonjour@mallobois.fr N° TVA Intracommunautaire : FR33946650181