1. Identity of the Seller
The https://sensorfactory.shop website (the “Site”) is operated by SENSOR FACTORY SAS, a French simplified joint stock company with share capital of €10,000, registered with the Nantes Trade and Companies Register under number 810 061 499, whose registered office is located at Immeuble Asturia C, 4 rue Edith Piaf, 44800 Saint-Herblain, France. Intra-Community VAT number: FR53810061499. Telephone: +33 9 71 07 28 90. Email: hello@sensorfactory.shop (the “Seller”).
2. Site reserved for business customers
The Site is exclusively intended for business customers: companies, public administrations, public bodies, associations and self-employed persons who purchase the Products for the needs of their professional activity. It is not open to consumers within the meaning of the introductory article of the Code de la consommation (French Consumer Code).
By creating an account and placing an Order, the Customer declares and warrants that it is acting for purposes within its professional activity, that it has authority to bind the legal entity it represents and that the identification information it provides (company name, intra-Community VAT number, national identification number or EORI number) is accurate. The Seller may request any supporting documents, suspend validation of an account pending such documents and refuse or cancel any Order that appears to be placed by a consumer; any sums already paid are then refunded.
The provisions of the Code de la consommation protecting consumers, in particular the right of withdrawal and the statutory warranty of conformity, do not apply to sales governed by these terms.
3. Definitions
“Customer”: any legal or natural person acting in a professional capacity who opens an account or places an Order on the Site.
“Products”: the hardware, accessories and software licences offered for sale on the Site.
“Order”: the act by which the Customer accepts the Seller’s offer and these terms.
“Validated Account”: a Customer account whose professional identification information has been verified by the Seller or by the public registers it consults.
4. Scope and acceptance
These General Terms and Conditions of Sale (the “GTCS”) apply to all sales of Products concluded on the Site or by quotation issued from the Site, between the Seller and a Customer, irrespective of the country of delivery. They are accessible on each page of the Site and presented to the Customer before confirmation of its Order. By ticking the box provided for this purpose, the Customer declares that it has read and accepts them without reservation.
The GTCS prevail over any other document of the Customer, in particular its general terms of purchase, order forms or specifications, unless otherwise agreed in writing by the Seller. No forbearance by the Seller shall be deemed a waiver of its right to rely on them.
The Seller may modify the GTCS at any time. The version applicable to an Order is that in force on the day it is confirmed. The Customer is advised to keep a copy.
5. Products
The essential characteristics of the Products are presented on each product page. Photographs and diagrams have no contractual value. Unless otherwise stated, the Products are new and comply with the European regulations applicable to their placing on the market.
The Products are intended for supervision, measurement and alerting purposes. It is the responsibility of the Customer, as a knowledgeable business customer, to check before placing an Order that the Product is suitable for its intended use, compatible with its technical environment and compliant with the standards applicable in the country of use. The Seller provides on request any additional technical information at hello@sensorfactory.shop; any advice given does not relieve the Customer of its own analysis.
Offers are valid for as long as they are visible on the Site and subject to available stock. If a Product becomes unavailable after the Order, the Seller shall inform the Customer without delay and offer an equivalent Product, a restocking period or a refund of the sums paid for that Product.
6. Account and Order
6.1 Account opening and validation
Placing an Order requires the opening of a Customer account. The Customer provides its company name, country, intra-Community VAT number (for companies established in the European Union), national identification number or EORI number (for companies established outside the European Union), and the contact details of an authorised representative. These numbers are checked against public registers (VIES, the national companies register, the European Commission EORI database). A number found to be invalid prevents registration of the address; unavailability of the registers does not block the Order but may lead the Seller to request a supporting document before dispatch.
6.2 Placing the Order
The Customer selects the Products, enters its billing and delivery addresses, chooses a delivery method and a payment method, checks the summary of its Order, accepts the GTCS and confirms its Order by clicking the confirmation button bearing the words “Order with obligation to pay”. The Seller acknowledges receipt of the Order by email.
The sale is concluded upon receipt of payment by the Seller or, for Customers with invoice payment terms, upon sending of the Order confirmation by the Seller. The Seller reserves the right to refuse or cancel an Order in the event of a previous dispute with the Customer, non-payment, manifest pricing error, suspected fraud, failure to provide a requested document or where export control regulations so require (clause 13).
6.3 Quotations and pro forma
For large quantities, projects or particular destinations, the Customer may request a quotation or a pro forma invoice from the Site. The quotation is valid for thirty days unless otherwise stated. An Order placed on the basis of a quotation is governed by these GTCS, supplemented by the particular conditions of the quotation.
The information provided by the Customer when placing the Order is binding on the Customer. The Seller cannot be held liable for an error in entering the delivery address, contact details or tax identification numbers.
7. Prices and taxes
Prices are stated in euros and exclusive of tax. The Order summary indicates the total price, delivery costs and, where applicable, the VAT. The Seller may change its prices at any time; Products are invoiced at the price in force at the time of confirmation of the Order or at the price of the accepted quotation.
7.1 Deliveries in France
Deliveries in mainland France are subject to French VAT at the rate in force. Deliveries to the French overseas departments and territories follow their own tax regime; local taxes and duties remain payable by the Customer.
7.2 Deliveries within the European Union
Deliveries to a taxable Customer established in another Member State of the European Union are exempt from French VAT as an intra-Community supply (Article 262 ter I of the Code général des impôts (French General Tax Code), Article 138 of Directive 2006/112/EC), subject to the following cumulative conditions: the Customer provides a valid intra-Community VAT number in VIES on the date of the Order, the Products are dispatched outside France by or on behalf of the Seller, and the invoice bears the exemption statement. VAT is then accounted for by the Customer under the reverse charge in its Member State.
If no valid number is provided, or where the register indicates that the number is invalid, French VAT is charged. The Customer is solely responsible for the accuracy and validity of its number; any reassessment resulting from an inaccurate number or from diverting the Products to a destination other than the one declared shall be passed on to the Customer.
7.3 Deliveries outside the European Union
Deliveries to a country outside the European Union are exempt from French VAT as exports (Article 262 I of the Code général des impôts), provided the Seller retains proof that the goods left the customs territory of the Union. Prices are exclusive of duties and taxes of the destination country, which remain payable by the Customer (clause 9).
8. Payment
8.1 Payment methods
Payment is made at the Customer’s choice by bank card through the secure payment provider PayPlug, or by bank transfer to the account indicated when placing the Order. In the case of payment by transfer, the Order is processed upon receipt of funds; if payment is not received within ten days, it is cancelled. The Customer’s bank data is never stored by the Seller.
8.2 Payment on invoice
The Seller may grant a Customer holding a Validated Account, on request, payment on invoice within thirty days from the invoice date, by bank transfer. This facility is a commercial decision of the Seller; it may be subject to a maximum outstanding balance, an order history or the provision of financial documents, and may be withdrawn at any time, in particular in the event of late payment or deterioration of the Customer’s financial situation. No discount is granted for early payment.
8.3 Late payment
Any amount not paid by its due date automatically bears, without prior formal notice, late payment interest at the interest rate applied by the European Central Bank to its most recent main refinancing operation plus ten percentage points, in accordance with Article L441-10 of the Code de commerce (French Commercial Code). A fixed recovery costs indemnity of €40 is also due for each unpaid invoice (Articles L441-10 and D441-5 of the Code de commerce); where the recovery costs incurred exceed that amount, the Seller may claim additional compensation upon proof.
Late payment makes all amounts owed by the Customer immediately due, regardless of their due date, authorises the Seller to suspend ongoing Orders and to require cash payment for subsequent Orders, and may lead to withdrawal of invoice payment terms.
8.4 Invoicing
Invoices are issued electronically and made available to the Customer in its customer area and, for Customers established in France, via the electronic invoicing platform to which the Seller is connected in accordance with Article 289 bis et seq. of the Code général des impôts. The Customer agrees to receive invoices in this form. Any dispute concerning an invoice must be submitted in writing within fifteen days of receipt; after that period, the invoice is deemed accepted.
9. Delivery
9.1 Zones, carriers and Incoterm
The Products are delivered to the address indicated by the Customer when placing the Order, in the countries served by the Site. The available carriers (Chronopost, DHL Express and, for certain destinations, postal services) and the corresponding costs are indicated to the Customer before confirmation of the Order.
Unless otherwise stated in a quotation, all deliveries are made under Incoterm DAP (Delivered At Place, Incoterms 2020), to the delivery address indicated by the Customer: the Seller arranges and bears the cost of carriage to that address and carries out export formalities; the Customer carries out import formalities and bears customs duties, import taxes (including local VAT), customs clearance fees and any carrier charges in the destination country.
9.2 Deliveries outside the European Union
For deliveries outside the European Union, the Customer is the importer of the Products. It guarantees that it has the permits, licences and identification numbers required in the destination country (EORI number or equivalent, importer number, tax registration) and shall provide them when placing the Order. Duties and taxes are collected by the carrier or the local administration; they are neither known nor collected by the Seller and cannot give rise to any refund.
Refusal to pay duties and taxes or to provide the documents required for customs clearance, resulting in the return or destruction of the parcel, is treated as a cancellation by the Customer: the outward and return carriage costs, customs, storage and destruction costs are charged to the Customer or deducted from the refund. The announced delivery times do not include customs processing time.
9.3 Delivery times
The delivery times indicated on the Site are expressed in working days from conclusion of the sale, for Products in stock, and are given for information only. Any delay shall not give rise to cancellation of the Order, a penalty or compensation, unless expressly stipulated in a quotation. The Seller may make partial deliveries; each partial delivery is invoiced separately.
9.4 Transfer of risk and acceptance
The transfer of risk of loss of or damage to the Products takes place in accordance with Incoterm DAP, i.e. when the Products are made available, not unloaded, at the delivery address. Transfer of title is governed by clause 14.
The Customer checks the condition of the parcel and the Products upon delivery. In the event of damage, shortage or a damaged parcel, the Customer must make precise, dated and signed reservations on the carrier’s proof of delivery, confirm those reservations to the carrier by registered letter within three days of receipt in accordance with Article L133-3 of the Code de commerce, and inform the Seller within the same period at hello@sensorfactory.shop. Otherwise, the Products are deemed to have been delivered conforming and complete and no claim for transport damage can be accepted.
Any other apparent non-conformity (incorrect reference or quantity) must be reported in writing within five working days following delivery, stating the Order reference and with supporting photographs.
10. Returns
The business Customer has no right of withdrawal. No return of Products is accepted without the prior written agreement of the Seller, evidenced by a return number. The Seller may accept, on a commercial basis and case by case, the return of new, unused Products in their intact original packaging within thirty days following delivery; the return costs are borne by the Customer, who bears the transport risk, and a credit note is issued after deduction of a restocking fee of 15% of the price exclusive of tax of the returned Products. Configured or custom-made Products, activated software and licences, and Products whose sealed packaging has been opened are not taken back.
Returns under warranty are governed by clause 11.
11. Guarantees
11.1 Manufacturer’s warranty
The Products benefit from the standard commercial warranty of their manufacturer, as described in the documentation accompanying the Product or on the manufacturer’s website. Its duration is generally two years from delivery for European manufacturers; the exact duration and conditions are indicated on the Product page. This warranty covers defects in materials and workmanship; it does not cover normal wear and tear, consumables, damage resulting from installation or use not in accordance with the documentation, impact, overvoltage, exposure to an environment outside the specifications, or any intervention or modification of the Product by the Customer or a third party.
The Seller acts as the interface with the manufacturer: the Customer sends its request to hello@sensorfactory.shop stating the Order number, the Product serial number and a description of the defect. After approval by the Seller and allocation of a return number, the Customer returns the Product at its own expense; the Seller arranges repair, replacement or, if neither is possible, issuance of a credit note, in accordance with the manufacturer’s conditions. The repaired or replaced Product is returned at the Seller’s expense. A Product returned with no defect found is sent back to the Customer at its own expense, after invoicing of a diagnostic fee indicated in the return approval.
11.2 Hidden defects
The Seller remains liable under the warranty against hidden defects (vices cachés) under the conditions of Articles 1641 et seq. of the Code civil (French Civil Code). The Customer, as a business customer, must act within two years from discovery of the defect.
11.3 Extent
The above warranties are exclusive of any other warranty, express or implied. The statutory warranty of conformity under the Code de la consommation does not apply to sales governed by these terms. The Seller’s liability under the warranty is limited, at the Seller’s choice, to repair, replacement or refund of the defective Product, excluding any indirect damage and any costs of removal, refitting, travel or reconfiguration.
12. Software and licences
Software licences sold on the Site are governed by the licence terms of their publisher, which the Customer accepts upon activation of the software. The Seller is not a party to that licence agreement. A licence key delivered electronically is deemed delivered upon sending of the email containing it; once activated, it is neither taken back nor refunded.
13. Export control and non-re-export
Certain Products (in particular electronic measurement equipment, sensors and associated components) may fall within European regulations on dual-use goods (Regulation (EU) 2021/821) or European Union restrictive measures.
The Customer declares that it is the end user of the Products or knows the end user. It undertakes not to export, re-export, transfer or make available, directly or indirectly, the Products purchased on the Site to a country, entity or person subject to restrictive measures of the European Union, France or the United Nations, nor for an end use prohibited by those regulations (in particular military, nuclear, biological, chemical, ballistic or unlawful surveillance), without having first obtained the required authorisations from the competent authorities. It undertakes to pass this clause on to any subsequent purchaser.
The Seller may ask the Customer, before dispatch, for an end-use statement or any document necessary to obtain an export authorisation, and may refuse, suspend or cancel an Order where regulations so require, where an authorisation is refused or where the Customer fails to provide the requested information, without giving rise to any compensation. Delivery times are extended by the time required to process any necessary authorisations.
The Customer indemnifies the Seller against all consequences of breach of this clause, including fines, penalties and defence costs.
14. Retention of title
The Seller retains title to the Products until full payment of the price, in principal and accessories, even where payment terms have been granted. Failure to pay any instalment may result in repossession of the Products, at the Customer’s expense. Until full payment, the Customer shall keep the Products in such a way that they remain identifiable, insure them against all risks and shall not resell, transform, incorporate or pledge them. This clause does not prevent the transfer of risk provided for in clause 9.4.
15. Liability
The Seller owes only a best-efforts obligation as to access to the Site, which may be interrupted for maintenance or for any reason beyond its control.
The Seller is not liable for non-performance or improper performance of the contract attributable to the Customer, to a third party or to force majeure within the meaning of Article 1218 of the Code civil.
The Seller’s liability, for all causes and heads of damage combined, is limited to the amount exclusive of tax of the relevant Order. The Seller is in no event liable for indirect or intangible damage such as loss of data, loss of business, loss of production, loss of revenue or profit, damage to reputation, nor for the consequences of a failure of supervision or alerting: the Products are aids to monitoring and do not relieve the Customer of putting in place the redundancies, procedures and on-call arrangements appropriate to the criticality of its installation.
These provisions do not limit the Seller’s liability in the event of fraud (dol), gross negligence, personal injury or where prohibited by law.
16. Personal data
The personal data of the Customer’s contacts collected when opening the account and placing the Order are processed by the Seller for the purposes of performing the contract, managing the commercial relationship and complying with its legal and tax obligations. The terms of such processing, recipients, retention periods and data subjects’ rights are described in the privacy policy accessible on the Site.
17. Intellectual property
The Site and all its elements (text, photographs, diagrams, logos, trade marks, software) are protected by intellectual property law and remain the exclusive property of the Seller or its suppliers. Any reproduction or representation, in whole or in part, without prior written authorisation is prohibited. The trade marks and names of manufacturers cited on the Site belong to their respective owners. The sale of a Product does not entail any transfer of intellectual property rights.
18. Force majeure
The performance of the Seller’s obligations is suspended upon the occurrence of a force majeure event within the meaning of Article 1218 of the Code civil, including supply failure or manufacturer default, component shortage, carrier strike, natural disaster, epidemic, armed conflict, decision of a public authority, embargo, refusal of export authorisation or failure of telecommunications networks. The Seller shall inform the Customer. If the impediment continues beyond sixty days, each party may terminate the relevant Order in writing; sums paid for Products not delivered are then refunded, excluding any compensation.
19. Confidentiality and references
Each party shall keep confidential the non-public technical and commercial information of which it becomes aware in connection with the Order. Unless the Customer objects in writing, the Seller may cite the Customer’s company name among its commercial references.
20. Governing law and jurisdiction
These GTCS and the sales they govern are governed by French law, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) and the rules on conflict of laws.
Any dispute relating to the formation, interpretation, performance or termination of these GTCS and the sales they govern, failing amicable settlement within thirty days of a written notice, shall be subject to the exclusive jurisdiction of the Commercial Court of Nantes (tribunal de commerce de Nantes), including in summary proceedings, third-party proceedings or multiple defendants, notwithstanding any contrary clause in the Customer’s documents.
21. Miscellaneous
If any of the provisions of these GTCS is held invalid or unenforceable, the other provisions shall remain in full force and effect. The Customer may not assign the Order or any rights arising from it without the Seller’s written consent. These GTCS are drafted in French; translated versions are provided for the Customer’s convenience and, in the event of any discrepancy, the French version prevails.