Terms and Conditions of Sale
Last updated: 16 October 2026
PLEASE READ THESE TERMS AND CONDITIONS OF SALE CAREFULLY BEFORE PLACING AN ORDER. BY PLACING AN ORDER, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 22 AND THE CLASS ACTION WAIVER.
1. Introduction and Scope
These Terms and Conditions of Sale (the "Terms") govern the relationship between ATELIER BOX, a Société par actions simplifiée incorporated under the laws of France, registered with the Paris Trade and Companies Register under number 920 939 386, with intra-community VAT number FR53920939386, having its registered office at 4 rue du Caire, 75002 Paris, France, represented by its legal representative (the "Company"), and the business customer (the "Customer") whose contact details are set out in the applicable quotation (together the "Parties").
These Terms apply exclusively to business-to-business (B2B) transactions with businesses, sole proprietors, and professionals acting in the course of a trade, business, craft, or profession. Transactions with individual consumers are not accepted. By placing an order, the Customer represents and warrants that they are acting in a business capacity on behalf of a legitimate business entity.
The Parties agree that these Terms shall exclusively govern their relationship. By placing an order, the Customer acknowledges having read the Terms and accepts them without reservation. Any conflicting, differing, or supplementary terms proposed by the Customer (including in purchase orders, order confirmations, or other documents) are expressly excluded and shall not form part of the contract, even if the Company, being aware of such terms, executes the delivery without express reservation.
The Company reserves the right to modify the Terms at any time. The Terms in effect at the time of the Customer's order shall apply to that order.
2. Offers, Order Confirmation, Cancellation, and Returns
Quotations issued by the Company are, unless otherwise stated, non-binding and valid for thirty (30) days from the date of issue. An order is confirmed once the quotation is signed by the Customer and confirmed in writing by the Company. Mock-ups approved prior to signing the quotation are not contractually binding.
All orders are firm and final upon confirmation. Cancellation or modification requests must be submitted in writing, justified by a legitimate reason, and are subject to the Company's written approval. Cancelled orders shall be invoiced pro rata for time spent by the Company prior to the effective cancellation date, as well as for material and third-party costs already incurred.
No returns will be accepted without the Company's prior written consent. Products returned without such consent shall remain available to the Customer at the Customer's cost and shall not give rise to any credit or refund. Products approved for return must be complete, unused, in their original packaging, and accompanied by a copy of the invoice. Return shipping costs are the responsibility of the Customer.
No statutory right of withdrawal, refund, or "cooling-off" period applies, as these Terms apply exclusively to business customers.
3. Retention of Title and Risk of Loss
All Products delivered shall remain the exclusive property of the Company until the Company has received full payment of all amounts due under the applicable order, as well as any other amounts owed by the Customer under the commercial relationship. Title shall not pass to the Customer until such full payment has been received.
The Customer shall handle Products under retention of title with care and shall maintain adequate insurance against loss and damage. In the event of seizure or third-party interference, the Customer shall immediately notify the Company in writing. The Customer hereby assigns to the Company all claims arising from any resale of Products under retention of title, and the Company hereby accepts such assignment.
Risk of loss or damage to the Products shall pass to the Customer or the Customer's designated recipient upon delivery. In shipping transactions, risk shall pass upon delivery to the carrier, freight forwarder, or other party responsible for shipment, regardless of whether shipping costs are borne by the Company.
4. Product Design and Personalization
The Company will provide the Customer with a proof (BAT – bon à tirer) for personalization approval, including dimensions, text, color, and logo positioning. Beyond two revisions requested by the Customer, each additional proof shall be invoiced at twenty euros (€20) exclusive of tax.
Approval of the proof and acceptance of the quotation shall constitute the Customer's final and binding agreement regarding the Products, personalization (including spelling, colors, positioning, and dimensions), and production. NO CHANGES WILL BE ACCEPTED AFTER APPROVAL. Any complaints regarding errors present in the approved proof are hereby excluded.
Additional charges shall apply for logo changes requested after order confirmation.
The Company shall manufacture the Products through the manufacturer(s) of its choice, in accordance with the specifications of the quotation, and reserves the right to use subcontractors.
The Customer acknowledges and agrees that, given the outsourced manufacturing process, the Company may not always be able to deliver the exact quantity ordered. An over- or under-delivery of up to ten percent (10%) is industry-standard and must be accepted; invoicing shall reflect the actual quantity delivered. If, despite the Company's best efforts, any Product becomes unavailable after the order, the Company shall notify the Customer within a reasonable time. Only Products actually delivered shall be invoiced. The Company shall not be liable for non-performance due to stock shortages or product unavailability.
Personalization may be performed via various processes (screen printing, pad printing, transfer, hot foil stamping, laser engraving, embroidery, etc.). The Company cannot guarantee color shades or brilliance identical to Pantone references, and slight color variations may occur due to European regulations on heavy metals and solvents and depending on the printing process (particularly on colored backgrounds). Complaints regarding such industry-standard variations or manufacturing defects within usual tolerances shall not be accepted.
5. Rights in Customer-Provided Materials; Indemnification
The Customer represents and warrants that it holds all necessary rights in the materials submitted to the Company (logos, texts, images, graphics, trademarks, etc.) and that the use of such materials for personalization is lawful. The Customer specifically warrants that such materials do not infringe any third-party rights, including trademark, copyright, personality, or other rights.
THE CUSTOMER SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO ANY MATERIALS PROVIDED BY THE CUSTOMER. The Company reserves the right to refuse or suspend any order if there are reasonable grounds to suspect an infringement.
6. Shipping and Delivery
The Company delivers to Customers in France and worldwide, including the United States. Shipping costs are specified in the quotation based on the weight of the order and the destination address.
For deliveries to the United States, the Customer is responsible for all applicable customs duties, import taxes, brokerage fees, local sales/use taxes, and any other governmental charges. The Company is not the "importer of record" and does not remit U.S. sales tax. The Customer represents that it is authorized to import the Products under applicable U.S. laws.
The Company shall endeavor to meet the delivery times set forth in the quotation. However, such times are estimates only and shall not constitute a binding commitment unless expressly agreed as such in writing. Any delay not attributable to the Company (including customs inspections, strikes, supplier defaults, or force majeure) shall not give rise to (i) damages or penalties, (ii) order cancellation, (iii) refusal to accept delivery, (iv) refusal to pay amounts due, or (v) any liability of the Company.
The Customer is solely responsible for verifying the accuracy of delivery addresses. If access constraints exist (e.g., upper floors without elevator), the Customer must inform the Company in writing prior to order confirmation. Such constraints may result in additional shipping charges. Failed deliveries due to incorrect addresses or undisclosed access issues shall result in re-delivery charges at the Customer's expense.
7. Inspection and Acceptance
Upon delivery, the Customer shall promptly inspect the Products and notify the Company of any defects without delay. Specifically, the Customer shall:
- inspect the condition of packaging, quantity, contents, and Products upon delivery;
- note any anomalies (packaging condition, quantity, contents, or Product condition) as clear, precise, and complete handwritten reservations on the delivery/bill of lading in the presence of the carrier, dated and signed by both the carrier and the Customer. If the carrier refuses to sign, the Customer must note this in writing on the delivery document;
- in the event of anomalies, the Customer may refuse delivery in whole or in part. In addition to the reservations, the Customer shall send a certified letter with return receipt to the carrier within three (3) calendar days of delivery. A copy of such letter and of the delivery document bearing the reservations shall be sent simultaneously to the Company by certified letter with return receipt or by email within three (3) calendar days of delivery.
After the three (3) calendar day period, and absent compliance with this procedure, the Customer shall be deemed to have unconditionally accepted the Products.
8. Warranty of Conformity and Claims
The Company warrants that the Products shall conform to the order and to the approved proof.
If the Customer or designated recipient identifies, after unpacking, non-obvious defects (missing Products, incorrect Products, or Products damaged solely due to the Company's fault rendering them unfit for use), the Customer shall notify the Company by email and by certified letter with return receipt within a maximum of forty-eight (48) hours after delivery. Such notice shall include a detailed description of the defect, the Products concerned, the order number, and the delivery date. THIS 48-HOUR PERIOD IS A STRICT DEADLINE AND CONSTITUTES A CONDITION PRECEDENT TO ANY WARRANTY CLAIM.
Absent timely notice from the Customer within the 48-hour period, the delivery and Products shall be deemed conforming to the order and approved proof, and no further claim may be made. The goods shall be deemed accepted.
For a Company-validated defect, the Company shall have the sole option to repair or replace. Should such remedy fail twice or be impossible or unreasonable, the Customer may terminate the affected order or request a price reduction. Further claims, including for damages, shall be subject to Section 12 of these Terms.
Personalization-related variations under Section 4 shall not constitute grounds for a claim.
The Company shall not be required to repair, replace, or take back any Product if the defect is due, in whole or in part, to: (i) an accident, (ii) fault or negligence of the Customer or its designated recipient, (iii) use not in accordance with instructions provided, (iv) alteration, modification, installation, or repair not performed by the Company or without its written authorization, or (v) natural wear and tear.
Invocation of this warranty shall not justify non-payment of any invoice.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 8, THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS, AND HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
The warranty period for defect claims shall be one (1) year from the transfer of risk. This limitation shall not apply in cases of willful misconduct, gross negligence, or personal injury; in such cases, statutory periods shall apply.
9. Prices, Payment Terms, and Late Payment
All prices displayed on the Website or in quotations are in euros (€), net of all taxes, duties, tariffs, and other charges imposed under the laws and regulations of the countries of delivery or transit, which are the Customer's responsibility. Shipping and technical costs related to the order (courier, photography, mold costs, etc.) are also the Customer's responsibility.
Payment shall be made by bank transfer or credit card.
Unless expressly agreed otherwise, standard payment terms are:
- a deposit between thirty percent (30%) and one hundred percent (100%) of the total amount due at order confirmation;
- payment of the balance at delivery.
Payment obligations cannot be delayed on any pretext, and no quality complaint shall suspend payment unless the claims procedure in Section 8 has been followed.
In the event of non-payment, and after a written demand remaining unsatisfied for eight (8) calendar days, the Company may suspend remaining deliveries and future orders, or terminate the contract, without liability.
Any unpaid amount at maturity may, upon simple demand, render all amounts (including those not yet due) immediately payable.
Late payments shall bear interest at the European Central Bank's most recent refinancing rate plus ten (10) percentage points, from the due date until full payment, automatically and without formal notice. The Customer shall also be liable for a minimum flat-rate collection fee of forty euros (€40). The right to claim further damages is reserved.
10. Set-Off and Retention
The Customer may only set off amounts due if the Customer's counterclaims have been finally adjudicated, are undisputed, or have been acknowledged by the Company. The Customer may only exercise a right of retention if the counterclaim arises from the same contractual relationship.
11. Force Majeure
The Company shall not be liable for any failure or delay in performance to the extent caused by a force majeure event. "Force Majeure" means any external, unforeseeable, and irresistible event beyond the reasonable control of the Company, including but not limited to: acts of God, natural disasters, wars, acts of terrorism, riots, strikes, lockouts, business disruptions, cyberattacks, epidemics and pandemics, governmental or administrative measures, import/export restrictions, shortages of raw materials or energy, and failures of essential suppliers or subcontractors.
If a Force Majeure event continues for more than sixty (60) calendar days, either Party may terminate the contract without liability.
12. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF CLIENTELE, REPUTATIONAL HARM, OR LOSS OF DATA, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE COMPANY'S TOTAL AGGREGATE LIABILITY TO THE CUSTOMER AND/OR THE CUSTOMER'S DESIGNATED RECIPIENTS UNDER OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL BE LIMITED TO THE NET AMOUNT ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM, AND IN NO EVENT SHALL EXCEED THE NET AMOUNT ACTUALLY PAID BY THE CUSTOMER TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The above limitations shall not apply to: (i) willful misconduct or gross negligence; (ii) personal injury or death; (iii) or other liabilities that cannot be limited or excluded under mandatory applicable law.
The above limitations shall apply equally to the liability of the Company's agents, legal representatives, and employees.
13. Intellectual Property
Unless expressly agreed otherwise, all designs, mock-ups, plates, molds, and tools created by the Company shall remain the exclusive property of the Company, regardless of any contribution from the Customer at the invoicing stage.
All content on the Website atelierbox.com, including but not limited to texts, graphics, logos, icons, buttons, images, audio clips, databases, and software, is owned by the Company or used under license. Such content is protected by U.S., French, European, and international intellectual property laws. Reproduction, use, or exploitation of the Company's trademark, name, or logo without prior written consent is strictly prohibited and may be prosecuted civilly and criminally.
The Customer agrees to respect the intellectual property rights of the Company and third parties.
By placing an order, the Customer authorizes the Company to reproduce the Customer's name, trademark, and logo as a reference in commercial documents or on the Website, unless the Customer expressly objects in writing prior to order confirmation.
14. Confidentiality
The Parties mutually agree to keep confidential all confidential information of the other Party obtained during the commercial relationship (including prices, terms, technical information, commercial strategies, and customer information) and not to disclose such information to third parties, except as necessary to perform the contract or as required by law. This obligation shall survive termination of the commercial relationship for a period of five (5) years.
15. Compliance
The Parties shall comply with all applicable laws and regulations, including anti-corruption laws (including the U.S. Foreign Corrupt Practices Act), anti-money laundering laws, and economic sanctions (including OFAC regulations). The Customer represents and warrants that neither the Customer nor its legal representatives are subject to any applicable sanctions or restricted-party lists.
16. Data Protection
Each Party shall comply with applicable data protection laws, including the EU General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA/CPRA), and other applicable state privacy laws. See our Privacy Policy for further details.
17. Assignment
The Customer may not assign or transfer its rights or obligations under these Terms without the Company's prior written consent. The Company may assign its rights and obligations in the context of a corporate restructuring or sale.
18. Severability
If any provision of these Terms is held invalid or unenforceable, in whole or in part, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision as close as possible to the economic intent of the invalid provision.
19. Entire Agreement; No Waiver
These Terms, together with the applicable quotation and order confirmation, constitute the entire agreement between the Parties regarding the subject matter hereof and supersede all prior agreements, understandings, and communications, whether written or oral. No failure or delay by the Company in exercising any right shall operate as a waiver thereof.
20. Notices
All notices required under these Terms shall be in writing and sent by email to contact@atelierbox.com and, where required, by certified mail with return receipt to the Company's registered office. Notices shall be deemed effective upon receipt.
21. Language
These Terms are drawn up in French and English. In the event of any inconsistency between the two versions, the French version shall prevail.
22. Governing Law, Jurisdiction, and Mandatory Arbitration
22.1 Governing Law
These Terms and all legal relationships between the Parties shall be governed exclusively by the laws of France, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of conflict-of-laws rules.
22.2 Primary Jurisdiction — Commercial Court of Paris
THE PARTIES IRREVOCABLY AGREE THAT THE COMMERCIAL COURT OF PARIS (TRIBUNAL DE COMMERCE DE PARIS), FRANCE, SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS, THEIR FORMATION, INTERPRETATION, PERFORMANCE, OR TERMINATION, NOTWITHSTANDING MULTIPLE DEFENDANTS OR THIRD-PARTY CLAIMS, INCLUDING FOR URGENT OR CONSERVATORY PROCEEDINGS. The Customer hereby irrevocably waives any objection based on forum non conveniens, inconvenience, or the geographic distance of the forum.
22.3 Mandatory Binding Arbitration (Fallback)
IN THE EVENT THAT ANY COURT OF COMPETENT JURISDICTION DETERMINES THAT THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF PARIS SET FORTH IN SECTION 22.2 IS UNENFORCEABLE FOR ANY REASON, THE PARTIES AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) UNDER ITS COMMERCIAL ARBITRATION RULES THEN IN EFFECT.
The arbitration shall be conducted as follows:
- Seat of Arbitration: New York, New York, USA;
- Language: English (with French translation of key documents at the requesting Party's expense);
- Number of Arbitrators: One (1) neutral arbitrator, unless the amount in dispute exceeds USD 500,000, in which case three (3) arbitrators shall be appointed;
- Governing Law of the Arbitration: French substantive law shall apply as set forth in Section 22.1;
- Award: The arbitrator's award shall be final and binding on the Parties and may be entered as a judgment in any court of competent jurisdiction;
- Confidentiality: The arbitration and all documents produced shall remain strictly confidential;
- Costs: Each Party shall bear its own legal fees and expenses; arbitration fees shall be shared equally, unless the arbitrator orders otherwise.
22.4 CLASS ACTION WAIVER
THE CUSTOMER AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS CLASS ACTION WAIVER SHALL APPLY WITHOUT REGARD TO WHETHER THE PROCEEDING IS BROUGHT IN COURT OR IN ARBITRATION.
22.5 WAIVER OF JURY TRIAL
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS.
22.6 Injunctive Relief
Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief from a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of its intellectual property rights, confidential information, or trade secrets.
22.7 Time Limitation for Claims
ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
