Wholesale agreement and terms of sale - Business Customers (B2B – European Union and International)
yllo SARL is a French limited liability company (société à responsabilité limitée) governed by French law, with its registered office at 64 rue du Temple, 75003 Paris, France, registered with the Paris Trade and Companies Register under SIRET number 843 351 776 00011.
EU VAT number: FR72 843351776.
yllo SARL is an authorised distributor of the ATSUKO MATANO brand, owned by the Japanese company Planning CABOT.
yllo SARL operates as an importer into France and as an exporter to international markets, excluding Asia.
These General Terms and Conditions of Sale (the “Terms”) apply exclusively to sales made to professional customers (B2B) acting in the course of their business activity outside the European Union, including the United Kingdom.
They govern all sales of products offered via the website atsukomatano.fr and yllo SARL’s professional catalogue.
Any order placed with yllo SARL implies full and unconditional acceptance of these Terms, which prevail over any conflicting terms or documents issued by the customer, unless expressly agreed otherwise in writing by yllo SARL.
The products offered for sale correspond to a selected range of collections designed by ATSUKO MATANO.
Certain products displayed on Japanese websites (including, without limitation, atsukomatano.jp, la-merise.co.jp) or on social media platforms are not distributed by yllo SARL and are not available for standard ordering.
yllo SARL reserves the right to refuse any request relating to products not listed in its catalogue or on its website.
By way of exception, should yllo SARL agree to supply non-standard products, the customer expressly agrees that:
- all additional costs (administrative fees, international transport from Japan, customs duties, import taxes, insurance, regulatory charges, etc.) shall be borne entirely by the customer;
the order shall be firm, final, and non-cancellable, with no right of return.
yllo SARL does not grant any territorial, commercial, or distribution exclusivity.
Customers acknowledge that yllo SARL may sell its products to any other professional customer, including competitors, subject to applicable competition and antitrust laws in the relevant jurisdiction.
yllo SARL shall not be liable for any disputes arising between customers due to their competitive activities.
Online resale of the products is authorised only via the customer’s own official website, operated under its sole responsibility and clearly identified as such.
Resale via third-party marketplaces or platforms (including, without limitation, Amazon, eBay, Etsy, Walmart, Facebook, Instagram Shops, or similar platforms) is strictly prohibited without the prior written consent of yllo SARL.
This policy is intended to preserve brand image, product presentation standards, and customer experience and is implemented in accordance with applicable competition and antitrust laws.
In the event of breach, yllo SARL reserves the right to suspend or terminate supply, without prejudice to any other legal remedies.
Orders may be placed:
- via atsukomatano.fr, through an approved professional account;
- in person at 64 rue du Temple, 75003 Paris, France, strictly by appointment;
- by email or post, provided all required information is supplied, including:
- company name and legal form;
- business registration number;
- VAT number (UK VAT or equivalent, where applicable);
- billing and delivery addresses;
- resale channels;
- detailed order specifications.
yllo SARL reserves the right to refuse any order that is incomplete, non-compliant with these Terms, or presents a commercial, regulatory, or financial risk.
All prices are stated in euros (€) exclusive of taxes.
For UK and non-EU customers:
- goods are generally supplied exclusive of VAT as exports;
- import VAT, customs duties, clearance fees, and local taxes are borne entirely by the customer;
- the customer is responsible for compliance with all import regulations in the destination country.
Transport, delivery, insurance, and regulatory charges are invoiced in addition.
Prices applicable are those confirmed at the time of order validation.
yllo SARL reserves the right to amend its price list at any time, without affecting accepted orders.
Minimum order values are as follows:
- €300 excl. VAT for the very first order;
- €400 excl. VAT for all subsequent orders, including restocking.
Orders below these thresholds may be refused.
Stock availability is verified prior to confirmation.
A pro forma invoice is issued detailing:
- products ordered;
- prices;
- transport and ancillary costs.
Full payment of the pro forma invoice is required before shipment.
Payment constitutes acceptance of the order and waiver of any right to modification or cancellation.
The final invoice is issued upon receipt of full payment and triggers dispatch.
Payment is accepted exclusively by bank transfer.
All banking fees, intermediary charges, currency conversion costs, and taxes are borne by the customer.
Failure to pay by the due date results in automatic cancellation of the order without compensation.
Late payments automatically give rise to:
- late payment interest at the ECB refinancing rate plus 10 percentage points,
- a fixed recovery fee of €40, in accordance with EU Directive 2011/7/EU and French Commercial Code or the statutory equivalent under applicable UK or local legislation.
yllo SARL reserves the right to suspend current and future deliveries and to cancel outstanding orders in the event of late payment.
Unless otherwise agreed in writing, deliveries are made EXW (Ex Works – Incoterms® 2020) from yllo SARL’s premises.
Risk of loss or damage transfers to the Buyer upon handover to the carrier.
Delivery times are indicative only and shall not constitute a binding commitment.
yllo SARL shall not be liable for delays caused by carriers, customs authorities, regulatory inspections, or force majeure events.
The liability of yllo SARL is strictly limited to the price of the defective or lost goods, and no compensation shall be payable for indirect losses, loss of revenue, or consequential damages.
Buyer’s Obligations Upon Receipt
The Buyer shall:
-
check the condition of the goods upon delivery,
-
record any precise and justified reservations on the delivery note,
-
and, if applicable, confirm such reservations with the carrier within the legal time limits.
Title to the goods remains with yllo SARL until full payment of all sums due.
The Buyer undertakes not to pledge, transfer, or encumber the goods prior to full payment.
This clause applies to the fullest extent permitted under the laws of the destination country.
Claims for damage, loss, or non-conformity must be notified in writing within twenty (20) days of receipt, with supporting evidence.
If the Buyer appoints its own carrier, no replacement, refund, or credit note shall be issued.
No return shall be accepted without prior written consent.
In the event of an acknowledged non-conformity, yllo SARL may, at its sole discretion:
- issue a credit note; or
- refund the price paid,
to the exclusion of any further compensation.
yllo SARL’s liability is limited to direct, foreseeable damage.
Indirect or consequential damages, including loss of profit or business, are excluded.
Force majeure events suspend obligations for their duration.
All visual, graphic, photographic, textual, and audio elements appearing in catalogs, brochures, commercial materials, trade shows, within the store located at 64 rue du Temple, 75003 Paris, on the website atsukomatano.fr, and on associated social media platforms (including Facebook and Instagram), are the exclusive intellectual property of yllo SARL, or are used under a duly acquired license.
Professional customers acknowledge that no intellectual property rights are transferred by purchasing products or services from yllo SARL.
Accordingly, no professional customer is authorized to reproduce, represent, exploit, distribute, adapt, or use, in any form whatsoever, even partially, these elements—whether software, visual, graphic, photographic, or audio—without the prior express written consent of yllo SARL.
The creation of any hyperlinks, framing, embedding, or other integration techniques pointing to the website atsukomatano.fr is strictly prohibited without the prior written consent of yllo SARL.
Downloadable content, including product images made available on the website atsukomatano.fr, remains the exclusive intellectual property of yllo SARL.
Any modification, alteration, or transformation of such content—including cropping, deletion, or addition of elements (watermarks, text, logos), using any software, application, or device—is strictly prohibited unless expressly authorized in writing by yllo SARL.
Any unauthorized use of protected elements by professional customers may result in civil and/or criminal proceedings under applicable intellectual property laws in the EU, UK, or other jurisdictions.
These Terms and Conditions are governed by and shall be construed in accordance with French law, in compliance with applicable EU regulations.
Any dispute arising out of or in connection with these Terms shall fall within the exclusive jurisdiction of the courts of Paris, France, unless mandatory provisions of EU or UK law provide otherwise.
Professional customers expressly agree that this choice of law and jurisdiction applies even if the customer is located outside France.
