Terms of sale

CAVAL - GENERAL TERMS AND CONDITIONS OF SALE 

Effective as of 1 January 2026

1. APPLICATION OF THE GENERAL TERMS AND CONDITIONS OF SALE – ENFORCEABILITY

These general terms and conditions of sale (GTC) form the basis of commercial negotiations with CAVAL, a simplified joint-stock company (SAS) with its registered office at 9, rue des colonnes – 75002 PARIS, with share capital of 6 900 euros, registered with the Paris Trade and Companies Register under No. 830 984 860, hereinafter the « Supplier » or « CAVAL »), and are systematically sent upon request or provided to each reseller (hereinafter the « Retailer ») to enable them to place orders. Any order implies unrestricted and unconditional acceptance of these GTC once they have been communicated to the Retailer in accordance with trade practices, to the exclusion of any commercial document, in particular any general terms and conditions of purchase.

These GTC apply to the sale of the products offered by CAVAL under the « CAVAL » brand and listed in the appendix (hereinafter « the Products ») in France and for export within the European Union. 

The Supplier's failure to invoke any of these general terms and conditions of sale at any given time shall not be construed as a waiver of its right to invoke any such terms and conditions subsequently.

As these general terms and conditions of sale may be amended subsequently, the version applicable to the Retailer's purchase is the version in force on the date the order is placed. 

2. ORDERS – SUPPLY CONDITIONS

To be valid, an order must specify, in particular, the quantity, Product references, and the desired delivery or collection location and date. For pre-orders ahead of the next season, CAVAL sends an Excel spreadsheet to be completed and returned. 

Orders may be placed directly on the CAVAL website or using an Excel pre-order spreadsheet, referred to as a « linesheet ».

No order for an amount below 3 000 euros or for fewer than 50 pairs of Products may be accepted. This minimum threshold applies to a season, namely July to December for spring-summer seasons or January to June for autumn-winter seasons. 

Orders become final only once they have been confirmed in writing by CAVAL and comply with these general and special terms and conditions (hereinafter the « Order »).

In the event of a stock shortage, CAVAL will fulfil Orders in the order in which they are received and subject to availability. The benefit of the Order is personal to the Retailer and may not be assigned without the Supplier's consent.

For the avoidance of doubt, an Order does not create any obligation to supply the Retailer exclusively. CAVAL remains free to supply any other reseller. 

The Retailer remains free to sell competing brands' products. 

The Retailer acknowledges that it is required to source its supplies from the Supplier. Any sourcing from a reseller of CAVAL Products shall be deemed unlawful and may result in termination of the contract. The same applies if the Retailer resells the contractual Products to other resellers. 


The Retailer undertakes to inform CAVAL without delay of any safeguard, judicial reorganisation or judicial liquidation proceedings opened against it, and of any situation likely to significantly compromise the proper performance of its obligations.

3. CONDITIONS FOR MARKETING THE PRODUCTS 

CAVAL does not guarantee any catchment area to Retailers. 

3.1 Authorised resale channels 

CAVAL Products may be sold in physical retail outlets or on the Retailer's e-commerce website. The Retailer may not resell the Products to other distributors. 

The Retailer must specify in writing the number of e-commerce outlets and physical retail outlets, stating the postal addresses of the retail outlets. 

3.2 Product and brand presentation 

For physical retail outlets, the Retailer must provide an aesthetically pleasing shop consistent with the brand guidelines, so as to reproduce the brand experience and positioning in-store.

The Retailer must be able to display the shoes in pairs at its retail outlet to highlight the concept of asymmetry specific to the brand. This display must be provided at least in the shop window or in an area dedicated to showcasing the brand, enabling customers to immediately understand the concept and identity of the Products.

Physical distribution of Caval Products is authorised exclusively in department stores, ready-to-wear clothing stores, concept stores and specialist footwear retailers.

3.3 Prohibited resale channels 

CAVAL prohibits the sale of Products at markets, flea markets and car boot sales, non-selective discount and clearance stores, marketplaces, peer-to-peer resale websites, flash-sale platforms, social media used as an unauthorised sales channel, uncontrolled temporary stands, and any retail outlet or channel that does not meet the brand's image and presentation standards.

3.4 Penalties

Failure to comply with the conditions of clauses 3.1,  3.2 and 3.3 exposes the Retailer to a financial penalty of 50 euros excluding VAT per product concerned, subject to a minimum fixed amount of 1 500 euros excluding VAT, an immediate prohibition on sales, and an obligation to return stock to CAVAL within eight (8) days of CAVAL's notice to cease all sales. No sums shall be refunded to the Retailer on any grounds whatsoever. 

4. ORDER AMENDMENT & CANCELLATION

4.1 Amendment 

Order amendments requested by the Retailer will be considered by CAVAL within the limits of its capacity and up to 7 days after the Order is placed, unless CAVAL expressly agrees otherwise.  

4.2 Cancellation

Any Order cancellation must reach CAVAL in writing no later than 3 days after the Order is placed. After this period, Orders are irrevocable unless CAVAL expressly agrees otherwise. 

5. PRICES

The Products are supplied at the prices in force when the Order is placed, expressed in euros and taking into account the VAT applicable on the date of the order or any applicable exemption; any change in the rate may be reflected in the price of the Products. The special terms and conditions of these GTC specify the price schedule applicable between the parties. 

Prices are net, inclusive of transport and exclusive of taxes, based on the price lists communicated to the Retailer.

Any tax, levy, duty or other charge payable under French regulations or those of an importing or transit country shall be borne by the purchaser.

Recommended retail prices are stated on the order forms and are identical to the retail prices applied on the CAVAL website. 

6. PAYMENT TERMS

6.1 Arrangements

Payment terms are specified in the « special terms and conditions » appended to the GTC. 

Each new Retailer will be invoiced (i) when the Order is placed, for orders placed through the CAVAL website, and (ii) upon dispatch, for other orders.  

The only authorised payment methods are : bank transfer and direct debit. Payment by cheque is not accepted.

Invoices are payable within thirty (30) days of their issue date, unless CAVAL specifies otherwise on the Retailer's invoice. 

6.2 Late payment 

Any amount unpaid by the due date stated on the invoice shall automatically give rise, without any reminder being required and from the day following the payment date stated on that invoice, to late payment interest at three (3) times the statutory interest rate in force. Late payment interest is payable without any reminder being required. A fixed compensation payment of 40 euros is also due for recovery costs.

Such late payment interest and costs shall be payable upon CAVAL's request. Where the recovery costs incurred exceed this fixed amount, the Supplier reserves the right to request additional compensation upon presentation of supporting documents.

In the event of non-payment, the sale shall terminate automatically forty-eight (48) hours after an unsuccessful formal notice to pay, at CAVAL's discretion. CAVAL may seek the return of the Products through interim proceedings, without prejudice to any other damages. Termination shall apply not only to the Order concerned but also to all previous unpaid orders. 

CAVAL may also suspend all outstanding orders, without prejudice to any other remedy.

In all the foregoing cases, any amounts due for other deliveries or on any other grounds shall become immediately payable if the Supplier does not elect to terminate the corresponding orders.

Under no circumstances may payments be suspended or subject to any set-off without CAVAL's prior written consent.

7. DELIVERY AND TRANSPORT

7.1 Arrangements 

Delivery is made in accordance with the Order by handing the goods over to an independent carrier, which delivers the products to the address stated in the Order confirmation.

Deliveries are arranged by CAVAL through an external service provider, and the Products are delivered on pallets or in cartons depending on the volume ordered. 

Domestic and European Union shipments are treated as DDP, with CAVAL assuming all obligations up to final delivery. 

Outside the European Union, export terms are negotiated with the Retailer. 

Each shipment shall be subject to the liability rules applicable to domestic road freight transport (see the French Transport Code) and/or European road freight transport. 

The Retailer may refuse delivery of the Products only in the event of apparent damage, manifest non-conformity or a duly substantiated legitimate reason. Any refusal of delivery must be justified, recorded through specific written reservations on the transport document, and notified to CAVAL without delay, together with all relevant supporting documents.

Failing this, delivery shall be deemed accepted.
In the event of an unjustified refusal of delivery, the Retailer shall bear all resulting costs, including the costs of re-presentation for delivery, return, storage, handling and redelivery, upon presentation of supporting documents, as well as a fixed administration charge of 50 euros excluding VAT per refused delivery.

7.2 Timeframes 

Transport and deliveries are carried out in the order in which orders are received. CAVAL is authorised to make full or partial deliveries.

Seasonal orders are dispatched within the delivery window communicated to the Retailer at the beginning of the season by CAVAL's sales team.

Orders placed directly through the CAVAL website are dispatched within five (5) working days. 

Delivery timeframes are stated as accurately as possible. However, the Retailer accepts that these timeframes may vary due to causes beyond the Supplier's control.

Delivery delays shall not give rise to damages, withholding of payment or cancellation of outstanding orders.

8. RECEIPT

Without prejudice to any steps to be taken with the carrier, claims concerning apparent defects or the non-conformity of the delivered Product with the Product ordered or the dispatch note must be made in writing within three (3) working days of receipt of the Products and supported by tangible evidence, including photographs. Failing this, the Products shall be deemed accepted in these respects.

CAVAL does not warrant against apparent defects or non-conformities that have not been notified in accordance with the above conditions, unless expressly agreed otherwise. 

The Retailer shall be responsible for providing evidence of the defects or anomalies identified. It must give CAVAL every opportunity to inspect and remedy such defects. It shall refrain from intervening itself or engaging a third party for this purpose. 

CAVAL dispatches the Products in packaging bearing the CAVAL brand name and logo. Any delivery accepted despite its packaging bearing neither the Supplier's logo nor any reference to the Supplier shall not be taken back or exchanged if it has been unpacked by the Retailer without first recording reservations and informing the Supplier without delay. 

9. QUALITY CLAIMS AND PRODUCT DEFECTS AFTER RECEIPT

Claims concerning quality defects that were not apparent upon receipt of the Products and become apparent subsequently must be notified in writing to CAVAL by the Retailer within a maximum of five (5) working days of their discovery and, in any event, within a maximum of six (6) months of the delivery date of the Products concerned.

Each claim must be accompanied by all relevant information enabling CAVAL to assess its validity, including the reference of the Product concerned, the quantities concerned, the delivery date, a precise description of the alleged defect, and all relevant supporting evidence, including photographs, videos, batch numbers or available traceability information.

The Retailer shall not, on its own initiative, return, exchange, repair, destroy, mark down or recall any Products without CAVAL's prior written consent.

CAVAL reserves the right to request the return of the Products concerned for examination, the provision of samples or any additional information relevant to the investigation of the claim.

Following assessment, and if the claim is accepted as valid, CAVAL shall decide, at its sole discretion, either to replace the Products concerned or to issue a partial or full credit note, to the exclusion of any other compensation or damages.

In particular, no remedy shall be provided for defects or non-conformities resulting from inadequate storage, non-compliant transport, handling or preservation conditions after delivery, normal wear and tear, abnormal or improper use of the Product, negligence by the Retailer, or any intervention carried out without CAVAL's prior consent.

10. TRANSFER OF OWNERSHIP 

The Products shall remain the Supplier's property until the Retailer has paid the price in full. 

11. PRODUCT RETURNS

Products may not be refused or returned except in the circumstances and under the conditions set out in Articles 8 and 9 hereof.

For exports, the Retailer acknowledges that it must check the composition of the Products and their compliance with any regulations of the destination country before placing any order, so that the Products are not rejected by customs. 

11.1 Return arrangements in the circumstances referred to in Articles 8 and 9

Product returns give rise to credit notes to be applied against future invoices. 

Any Product return must be formally agreed between the Supplier and the Retailer. CAVAL shall have a reasonable period to verify and, where appropriate, dispute the substance of the complaint before issuing any credit note.

No compensation shall be provided for any Product returned without such agreement. The costs and risks of the return shall be borne by the Retailer, unless otherwise agreed between the parties. 

The following return situations shall systematically incur a penalty of fifty (50) euros, deducted from the credit note where the Product return is accepted : 

- unauthorised return of Products without first completing the return merchandise authorisation (RMA) process ; 

- failure to affix the delivery note to each parcel for a carton shipment or to each pallet for a pallet shipment ; 

- failure to arrange an appointment with the carrier for a return of Products on pallets ; 

- return on non-compliant pallets: exceeding 1.80m in height or not being Euro pallets (dimensions based on ISO 6780) ; 

- partial return of Products listed on the RMA ; 

The Products must be returned in their original packaging, including CAVAL-branded packaging, and packed appropriately to ensure their full protection during transport. 

11.2 Consequences

In the event of an apparent defect, non-conformity or quality defect affecting the delivered Products, accepted as valid by the Supplier under the conditions set out above, the Retailer may obtain replacement Products or a credit note, at the Supplier's discretion, to the exclusion of any compensation or damages.

Upon receipt of the returned Products, the Supplier shall check the condition of the Products and their packaging. 

No credit note or refund shall be issued for defective Products not previously reported in the RMA. 

Where Product packaging is missing or damaged, the return may be refused and no credit note shall be issued.

12. TERMINATION  

If either Party fails to comply with the obligations set out in these general terms and conditions of sale, these may be terminated at the discretion of the injured party. 

It is expressly understood that such termination for a Party's failure to fulfil its obligations shall take effect automatically fifteen (15) days after a formal notice to perform has been sent and has remained wholly or partly unheeded. The formal notice may be served by registered letter with acknowledgement of receipt or by any extrajudicial instrument. 

The Parties expressly agree that any party owing a payment obligation hereunder shall be validly placed on formal notice solely by that obligation falling due, in accordance with the provisions of Article 1344 of the French Civil Code. 

As the performances exchanged between the Parties from the conclusion of the contract until its termination have served their purpose progressively during the reciprocal performance of the contract, they shall not give rise to restitution for the period preceding the last performance for which no corresponding performance was received.

In any event, the injured Party may seek damages in court.

13. DUTY TO COOPERATE 

The Parties undertake to cooperate actively to ensure the proper performance of their contractual relationship and the effective commercial monitoring of the Products. In this respect, the Retailer undertakes in particular to : 

  • Provide the Supplier, upon first request, with all necessary, accurate and up-to-date information relating to order volumes and the resale of the Products in a readable format; 

  • Observe the agreed times for collection of the Products ; 

  • Ensure access to the premises on the scheduled delivery dates and at the scheduled times where applicable; 

  • Not directly or indirectly hinder the marketing of the Products by the Supplier. 

  • Cooperate in good faith in the monitoring, sales performance analysis or optimisation of the distribution strategy implemented by the Supplier.

In the event of a breach of any obligation under this Article, the Supplier may, after a formal notice has remained unheeded for ten (10) days, suspend performance of outstanding Orders or, if necessary, terminate the commercial relationship under the conditions set out in Article 12 hereof. 

14. PACKAGING 

Packaging bearing the Supplier's brand may be used only for its Products and may under no circumstances be used for any Products other than its own. Any breach of this rule would expose the offending party to criminal prosecution and liability for damages. The Supplier's packaging must always be used for any Product return under the conditions set out in Article 11. 

15. INTELLECTUAL PROPERTY

The Retailer shall not use CAVAL's intellectual and/or industrial property rights in any manner whatsoever without CAVAL's express prior authorisation.

This contract grants the Retailer the right to use, including on e-commerce websites, throughout the commercial relationship, on a revocable basis and solely for the purposes hereof, the « CAVAL » trademark solely in relation to the Products, not as a shop name, but through any distinctive signs or materials previously supplied by the Supplier that identify the contractual Products. 

For the avoidance of doubt, the trademark, shop name and distinctive signs identifying the contractual products remain the Supplier's exclusive property, and the Retailer may use them only within the scope of this contract and under the conditions set out below.

In particular, the Retailer shall not use this trademark or its associated distinctive signs as a company name. It also undertakes to ensure that no confusion can arise in anyone's mind, particularly among customers, as to its status as an independent trader.

To this end, the Retailer undertakes to inform the Supplier without delay of any act of imitation, counterfeiting or unfair competition or, more generally, of any fact or act likely to infringe the Supplier's rights and interests in the said trademark and shop name.

16. PERSONAL DATA

The Retailer is informed that the Supplier, as Data Controller within the meaning of the European General Data Protection Regulation (GDPR), processes personal data collected from the Retailer.

The legal bases for such processing are the legitimate interests pursued by the Supplier, the performance of pre-contractual or contractual measures, compliance with legal and regulatory obligations, and the Retailer's consent through acceptance of these GTC.

These data may be disclosed to the Supplier's service providers and subcontractors. They are not transferred to countries outside the European Union. If such a transfer were to occur, the Retailer would be informed of it and of the measures taken to protect data security.

The Supplier retains these data for the time necessary for the operations for which they were collected and in accordance with the regulations in force. In this respect, Suppliers' data are retained for the duration of the contractual relationship plus the duration of the warranties, without prejudice to retention obligations (particularly for accounting purposes) or limitation periods.

The Data Controller is the Supplier. The Retailer has the right to access, rectify, make enquiries about, object to the processing of, port and erase its data. The Retailer may exercise these rights by writing to the Supplier via the Website contact form. The Retailer is informed that exercising some of these rights may prevent the Supplier from performing its duties in whole or in part. The Retailer is informed of its right to lodge a complaint with the CNIL.

17. FORCE MAJEURE

The Parties shall not be held liable if the non-performance or delayed performance of any of their obligations, as described herein, results from an event of force majeure within the meaning of Article 1218 of the French Civil Code, or from exceptional health or weather events beyond the Parties' control.

18. INVALIDITY AND SEVERABILITY

The possible invalidation of one or more clauses hereof by a court decision OR by mutual agreement between the Parties shall not affect the other provisions, which shall continue in full force and effect, provided that the overall balance of these terms can be preserved.

If the performance of one or more clauses hereof becomes impossible as a result of their invalidation, the Parties shall seek to agree on a new clause whose spirit and wording are as close as possible to those of the former clause, while the other provisions hereof remain in force.

19. DISPUTES - JURISDICTION – CHALLENGES

THESE GTC ARE GOVERNED BY FRENCH LAW. THE APPLICATION OF THE CISG IS EXCLUDED. 

IN THE EVENT OF A DISPUTE CONCERNING THE INTERPRETATION OR PERFORMANCE OF THEIR AGREEMENTS, AND EXCEPT FOR INTERIM PROCEEDINGS FOR THE RETURN OF THE PRODUCTS, THE PARTIES SHALL SEEK AN AMICABLE AGREEMENT BEFORE TAKING ANY LEGAL ACTION AND SHALL PROVIDE EACH OTHER WITH ALL NECESSARY INFORMATION FOR THAT PURPOSE. IF NO AMICABLE SETTLEMENT IS REACHED WITHIN A MAXIMUM OF TWO (2) MONTHS, THE COURTS OF PARIS SHALL HAVE EXCLUSIVE JURISDICTION OVER ANY DISPUTE OF ANY KIND OR ANY CHALLENGE RELATING TO THE FORMATION OR PERFORMANCE OF THE ORDER. 

This clause applies even in the event of an incidental claim, multiple defendants or third-party warranty proceedings, and any jurisdiction clauses that may appear in the Retailers' documents shall not prevent this clause from applying.

APPENDICES TO CAVAL'S B2B GENERAL TERMS AND CONDITIONS OF SALE FOR RETAILERS

These appendices supplement CAVAL's B2B General Terms and Conditions of Sale for Retailers.

Appendix 1 — CAVAL identification and distinctive signs

1. CAVAL identification

The company CAVAL is a simplified joint-stock company registered with the French National Business Register (RNE) under number SIREN 830 984 860 since 19 July 2017.

Its registered office is located at 9 rue des Colonnes, 75002 Paris, France.

Its principal establishment is identified under SIRET number 830 984 860 00023.

CAVAL is engaged in the purchase and online and retail sale of clothing, ready-to-wear garments, footwear and accessories.

Its trade name is CAVAL and its domain name is caval-wholesale.com.

2. CAVAL distinctive signs

CAVAL's distinctive signs include in particular:

CAVAL's distinctive signs include in particular:

  • the name CAVAL;
  • the trade name CAVAL;
  • the domain name caval-wholesale.com;
  • the CAVAL logo;
  • the visuals, photographs, videos, texts, product sheets, packaging, point-of-sale advertising and communication materials provided by CAVAL.

CAVAL uses these distinctive signs in the course of its commercial activities, and they remain subject to the rights and restrictions set out in the General Terms and Conditions of Sale.

3. CAVAL logo filing

The CAVAL logo has, in particular, been filed as a French figurative trademark with the INPI under number FR5130601.

This filing covers, in particular, goods in Class 25, including clothing, footwear, headgear and sports shoes.

Appendix 2 — List of contractual Products

1. Products concerned

The contractual Products are the CAVAL products offered to the Retailer and identified in the commercial documents provided by CAVAL.

They may include in particular:

  • CAVAL footwear;
  • CAVAL accessories;
  • products from collaborations;
  • products from permanent or seasonal collections.

2. Identification documents

The contractual Products are identified, as applicable, in the following documents:

  • B2B catalogue/lookbook;
  • linesheet;
  • pre-order spreadsheet;
  • quotation;
  • order form;
  • order confirmation;
  • invoice;
  • product sheet.

These documents may specify references, models, colours, sizes, quantities, applicable prices and indicative delivery windows.

3. Updates

The list of contractual Products may change depending on collections, availability, discontinued production, collaborations or manufacturing constraints.

Only Products expressly confirmed by CAVAL in a validated order shall be binding on CAVAL.