GENERAL CONDITIONS OF SALE B TO B20/04/2019
These general conditions of sale (hereinafter the "Terms") apply to any purchase made by a professional (hereinafter the "CLIENT") on the website https://sensorfactory.shop (hereinafter the "SITE") from SENSOR FACTORY SAS, SAS, registered in the Nantes Trade and Companies Register under number 81006149900028, having its registered office at 58, rue Jean Jaurès, France, Tel: +33 (0) 2 57 48 00 13 , Fax:, email: firstname.lastname@example.org (hereinafter the "SELLER").
Any order placed on the SITE implies the unconditional acceptance of these Terms and waiver of any terms and conditions of purchase of the CLIENT.
The terms mentioned below have the following meanings in these T & Cs:
- « CUSTOMER »: designates the contractual partner of the SELLER, who guarantees to have the quality of professional as defined by the law and the French jurisprudence. As such, it is expressly provided that the CLIENT acts within the framework of his usual or commercial activity.
- « DELIVERY »: means the first presentation of the PRODUCTS ordered by the CUSTOMER at the delivery address indicated during the order.
- « PRODUCTS »: means all products offered for sale by the SELLER and available on the SITE.
- « TERRITORY »: means Metropolitan FRANCE and all the countries of the European Union.
- « USER »: means anyone who accesses and browses the SITE.
These Terms and Conditions govern the sale by the SELLER to his CLIENTS of the PRODUCTS available on the SITE.
The CLIENT is clearly informed and acknowledges that these Terms and Conditions govern any order placed on the SITE by a CLIENT for the purchase of a PRODUCT.
3. ACCEPTANCE OF TERMS AND CONDITIONS
The CLIENT must carefully read the present and accept them, before proceeding to the payment of an order of PRODUCTS passed on the SITE. These Terms are referenced at the bottom of each page of the SITE by means of a link and must be consulted and accepted before placing the order. The CLIENT is invited to read carefully, download, print the Terms and to keep a copy.
The CUSTOMER undertakes to read the GTC for each new order, the latest version of the GTC applying to any new order of PRODUCTS.
By clicking on the first button to place the order and then on the second to confirm the said order, the CLIENT acknowledges having read, understood and accepted the GTC without limitation or condition.
4. CONTRACT DOCUMENTS
The present GSC are composed of the following contractual documents:
- The present document ;
- Terms of delivery policy.
It is understood that these contractual documents are mutually explanatory. However, in the event of contradiction or discrepancy between the terms of these contractual documents, they will prevail in the order in which they are listed above, the document of the higher rank prevailing on the lower rank.
5. CUSTOMER INFORMATION
The CUSTOMER will be invited to provide information to identify it by completing the form available on the SITE. The sign (*) indicates the mandatory fields that must be filled in for the CLIENT's order to be processed by the SELLER.
The information that the CUSTOMER provides to the SELLER during an order must be complete, accurate and up-to-date. The SELLER reserves the right to ask the CLIENT to confirm, by any appropriate means, his identity, his eligibility and the information provided.
6.1. Characteristic of the PRODUCTS
The SELLER undertakes to present the essential characteristics of the PRODUCTS on the SITE and the mandatory information under the applicable law
Therefore, the CLIENT agrees to read them carefully before placing an order on the SITE.
After having read it, the CLIENT, under his sole responsibility and according to his own needs, chooses the PRODUCT (S) subject to his order. The responsibility of the SELLER can not be held in any way in this respect.
The availability of the PRODUCTS is posted on the SITE. Unless expressly stated otherwise on the SITE, all the PRODUCTS sold by the SELLER are new and in compliance with the European legislation in force and the standards applicable in France.
6.2. Order procedure
Orders of PRODUCTS are directly placed on the SITE. To place an order, the CLIENT must follow the steps described below.
6.2.1 Selection of PRODUCTS and purchase options
The CUSTOMER must select the PRODUCT (s) of his choice by clicking on the PRODUCT (s) concerned (s) and by choosing the desired quantity or, if necessary, the characteristic of the desired PRODUCT. Once the PRODUCT has been selected, the PRODUCT is placed in the CLIENT's basket. The CUSTOMER can add to his basket as many PRODUCTS as he wishes.
Once the PRODUCTS placed in his basket, the CLIENT must click on the basket and check that the contents of his order is correct. If the CLIENT has not yet done so, he will be asked to identify himself or to register.
Once the CUSTOMER has validated the contents of the cart and will have identified / registered, will be posted to his attention an online form completed automatically and summarizing the price, applicable taxes and delivery charges, if applicable .
The CLIENT is invited to check the content of his order (including the quantity and references of the PRODUCTS ordered, the billing address, the means of payment and the price) before validating its contents.
After verification, the CLIENT can then proceed to the secure payment of the PRODUCTS by following the instructions on the SITE and provide all the information necessary for billing and DELIVERY of the PRODUCTS. For PRODUCTS for which options are available, these specific references appear when the right options have been selected. Orders placed must include all the information needed to process them.
The order will be validated definitively from the complete payment of the price of the PRODUCTS ordered, in principal and accessories being specified that the sale concluded between the SELLER and the CLIENT will however be subjected to the resolutory condition that the ordered PRODUCT is available.
The order will be canceled if it turns out that the CLIENT had not fully or partially paid other previous orders placed on the SITE.
6.2.3. Acknowledgment of receipt
Once all the steps described above are completed, a page appears on the SITE to acknowledge receipt of the CLIENT's order. A copy of the acknowledgment of receipt of the order is automatically sent to the CLIENT by email, provided that the email address provided through the registration form is correct.
The SELLER does not send any order confirmation by post or fax.
During the ordering process, the CUSTOMER must enter the information required for billing (the sign (*) will indicate the mandatory fields to be filled in for the CUSTOMER's order to be processed by the SELLER).
In particular, the CUSTOMER must clearly indicate all the information relating to the DELIVERY, in particular the exact address of DELIVERY, as well as any possible access code to the DELIVERY address.
The CLIENT must also specify the means of payment chosen.
Neither the order form that the CLIENT establishes online, nor the acknowledgment of receipt of the order that the SELLER sends to the CUSTOMER by e-mail constitutes an invoice. Whatever the method of order or payment used, the CLIENT will receive the original invoice to the DELIVERY of the PRODUCTS, inside the package.
6.3. Date of the order
The date of the order is the date on which the SELLER acknowledges receipt of the order online. The deadlines indicated on the SITE begin to run only from this date.
For all PRODUCTS, the CUSTOMER will find on the SITE prices displayed in euros including taxes, as well as applicable delivery charges.
Prices include in particular the value added tax (VAT) at the rate in effect on the date of order. Any change in the applicable rate may impact the price of the PRODUCTS from the date of entry into force of the new rate.
The applicable VAT rate is expressed as a percentage of the value of the PRODUCT sold.
Vendor prices of the SELLER are subject to change. As a result, the prices listed on the SITE may change. They can also be modified in case of offers or special sales.
The prices indicated are valid, except gross error. The applicable price is that indicated on the SITE on the date on which the order is placed by the CLIENT.
In case of default or late payment, the SELLER applies late penalties calculated as follows:
Penalties of delay = (total amount of the invoice * LEGAL RATE APPLICABLE FOR THE HALF YEAR) * (number of days late in the semester / 365)
The applicable LEGAL RATE is the interest rate applied by the European Central Bank to its most recent refinancing operation plus 10 percentage points.
Late payment penalties are due the day after the settlement date on the invoice without a reminder being required. Any CUSTOMER in a situation of late payment is automatically debtor, in respect of the creditor, a lump sum compensation for recovery costs of 40 euros. When recovery costs incurred are greater than the amount of this lump sum compensation, the SELLER may request additional compensation, upon justification.
6.5. Availability of PRODUCTS
The unavailability of a PRODUCT is in principle indicated on the page of the PRODUCT concerned. CUSTOMERS may also be informed of the restocking of a PRODUCT by the SELLER.
In any case, if the unavailability was not indicated at the time of the order, the SELLER undertakes to inform the CLIENT without delay if the PRODUCT is unavailable.
The SELLER may, at the request of the CLIENT:
Either offer to ship all the PRODUCTS at the same time as the PRODUCTS out of stock will be available again,
Either make a partial shipment of the PRODUCTS available at first, then the shipment of the rest of the order when the other PRODUCTS are available,
Either offer an alternative PRODUCT of quality and equivalent prices, accepted by the CLIENT.
If the CLIENT decides to cancel his order of unavailable PRODUCTS, he will obtain the refund of all the sums paid for the unavailable PRODUCTS at the latest within thirty (30) days of the payment.
The delivery terms are set out in Appendix 1.
8.1. Means of payment
The CUSTOMER may pay his PRODUCTS online on the SITE according to the means proposed by the SELLER.
The CLIENT guarantees to the SELLER that he holds all the authorizations required to use the means of payment chosen.
It is specified that all payment information provided on the SITE is transmitted to the bank of the SITE and are not processed on the SITE.
8.2. Payment period
The deadline for payment of the sums due by the CLIENT is fixed at the thirtieth (30th) day following the date of receipt of the PRODUCTS.
In the case of a periodic invoice, this period may not exceed forty-five (45) days from the date of issue of the invoice.
8.3. Payment date
In the case of a single payment by credit card, the CUSTOMER's account will be debited upon the order of PRODUCTS placed on the SITE.
If the CLIENT decides to cancel his order of unavailable PRODUCTS, the refund will be made in accordance with the last paragraph of article 6.5 of these General Conditions.
8.4. Refusal of payment
If the bank refuses to debit a card or other means of payment, the CUSTOMER must contact the Customer Service of the SELLER to pay the order by any other means of payment.
In the event that, for any reason whatsoever, opposition, refusal or otherwise, the transmission of the flow of money due by the CUSTOMER would prove impossible, the order would be canceled and the sale automatically terminated.
9. TRANSFER OF OWNERSHIP
The SELLER retains the ownership of the PRODUCTS until full payment of the price, principal, interest and accessories, even in the event of a payment period.
Any contrary clause, in particular inserted in the general conditions of purchase of the CLIENT, is deemed unwritten.
As such, if the customer is the subject of a reorganization or liquidation judicial, the SELLER reserves the right to claim, in the context of the collective procedure, the PRODUCTS sold and remained unpaid.
From the DELIVERY, the CLIENT is constituted depositary and guardian of said PRODUCTS.
In the case of non-payment and unless the SELLER prefers to request the full execution of the sale, the SELLER reserves the right to consider the sale as resolved for fault, after formal notice remained unsuccessful 15 days and to claim the delivered goods, the cost of return remaining the responsibility of the CUSTOMER and the payments made being acquired to the SELLER as a penalty clause.
10. RISK TRANSFER
Unless otherwise agreed otherwise by the parties, the transfer to the CUSTOMER of the risks of theft, loss, deterioration or destruction takes place at the time of delivery or in case of delivery to a carrier when the goods are handed over to the first carrier.
The SELLER is bound by the guarantee for reasons of hidden defects of the sold PRODUCT which make it unfit for the use for which it is intended, or which diminish so much this use that the CLIENT would not have acquired it, or would have given it a lower price, had he known them.
This guarantee allows the CLIENT who can prove the existence of a hidden defect to choose between the refund of the price of the PRODUCT if it is returned and the refund of a part of its price, if the PRODUCT is not returned.
In the event that a replacement or repair is impossible, the SELLER undertakes to return the price of the PRODUCT within thirty (30) days upon receipt of the returned PRODUCT and in return for the return of the PRODUCT by the CLIENT.
The action resulting from hidden defects must be brought by the CLIENT within two (2) years from the discovery of the defect.
Except contrary to public order, the SELLER will not be responsible for the occurrence of any damage whatsoever resulting directly or indirectly from the use or inability to use the PRODUCTS and in particular:
- the SELLER shall not be liable for the occurrence of any special, indirect or incidental damage, such as, in particular, a decrease in production, a loss of profits, even if the CLIENT has been warned of the possibility of the occurrence of such damages or losses;
- the SELLER will not be responsible in case of loss or destruction of any property, damage or expenses having for direct or indirect origin the use, the bad use or the incapacity of use of the PRODUCT by the CLIENT, and this independently or in combination with another product;
- the SELLER will not be liable in the event of commercial loss of any kind;
- the SELLER will in no case be required to provide replacement equipment.
In any case, the contractual liability of the SELLER, as it could be committed in application of the present GTS, can not exceed the amount of the sums paid or remaining to be paid by the CLIENT for the purchase of the PRODUCT in question.
The SELLER does not control the websites that are directly or indirectly related to the SITE. Consequently, it excludes any liability for the information published therein. Links to third party websites are provided for informational purposes only and no warranty is provided as to their content.
13. FORCE MAJEURE
The responsibility of the SELLER can not be implemented if the non-performance or the delay in the execution of one of its obligations described in the present GTCS results from a case of absolute necessity. Force majeure means any foreign cause, foreseeable or not, of irresistible nature or whose effects would substantially alter the economic balance of the sale for the SELLER.
The events of strike, lockout, fire, flood, riot, war, shortage of fuel, energy, transport, materials, products necessary for the manufacture of the SELLER, etc., are held for a case of force majeure even if they are only partial and whatever the cause.
14. PERSONAL DATA
The SELLER collects personal data about his CLIENTS on the SITE, including through cookies. CUSTOMERS may disable cookies by following the instructions provided by their browser.
The data collected by the SELLER is used to process orders placed on the SITE, manage the CLIENT's account, analyze orders and, if the CUSTOMER has chosen this option, send him commercial prospecting letters, newsletters, offers promotional and / or special sales information, unless the CLIENT no longer wishes to receive such communications from the SELLER.
The CLIENT's data are kept confidential by the SELLER in accordance with his declaration made to the CNIL, for the purposes of the contract, its execution and in compliance with the law.
CUSTOMERS may unsubscribe at any time by accessing their account or by clicking on the hypertext link provided for this purpose at the bottom of each offer received by email.
The data may be communicated, in whole or in part, to the service providers of the SELLER involved in the ordering process. For commercial purposes, the SELLER may transfer to his business partners the names and contact details of his CLIENTS, provided that they have given their prior consent when registering on the SITE.
The SELLER will specifically ask CUSTOMERS if they wish their personal data to be disclosed. CUSTOMERS may change their mind at any time by contacting the SELLER. The SELLER may also ask his CUSTOMERS if they wish to receive commercial solicitations from his partners.
In accordance with the law n ° 78-17 of January 6th, 1978 relative to the data processing with the files and the freedoms, the CUSTOMER benefits from a right of access, rectification, opposition (for legitimate motives) and suppression of his personal data. He can exercise this right by sending an email to the address: email@example.com or by sending a mail to 58, rue Jean Jaurès.
It is specified that the CUSTOMER must be able to prove his identity, either by scanning an identity document or by sending the SELLER a photocopy of his identity document.
15. INTELLECTUAL PROPERTY
All visual and audio elements of the SITE, including the underlying technology used, are protected by copyright, trademark law and / or patents.
These elements are the exclusive property of the SELLER. Anyone who publishes a website and wishes to create a direct hypertext link to the Site must request the SELLER's authorization in writing.
This authorization of the SELLER will in no case be granted definitively. This link must be deleted at the request of the SELLER. Hypertext links to the Site that use techniques such as framing or in-line linking are strictly prohibited.
16. VALIDITY OF THE GENERAL CONDITIONS
Any modification of the legislation or regulations in force, or any decision of a competent court invalidating one or more clauses of these GSC can not affect the validity of these GTS. Such modification or decision does not authorize the CUSTOMERS to disregard these Terms and Conditions.
Any conditions not expressly dealt with herein shall be governed by the use of the retail trade sector, for companies whose head office is in France.
17. MODIFICATION OF THE GENERAL CONDITIONS
These T & Cs apply to all purchases made online on the SITE, as long as the SITE is available online.
These Terms are dated accurately and may be modified and updated by the SELLER at any time. It is however specified that the applicable GTC are those in force at the time of the order. Thus, the modifications made to the GTC will not apply to the PRODUCTS already purchased.
18. ATTRIBUTION OF JURISDICTION AND APPLICABLE LAW
The competent commercial court in whose jurisdiction the SELLER's registered office is located will be competent to know of any dispute concerning the application of the present GSC as well as their interpretation, their execution and the subsequent sales contracts concluded by the SELLER. SELLER, or about the payment of the price, and this even in case of plurality of debtors, warranty call or reference.
However, the SELLER reserves the right to summon the CUSTOMER to the commercial court in whose jurisdiction the customer is domiciled.
These Terms and the relationship between the CLIENT and the SELLER are governed by French law.
However, prior to any recourse to the arbitration judge or state, will be privileged the negotiation in a spirit of loyalty and good faith with a view to reach an amicable agreement at the occurrence of any conflict relating to these GSC, including its validity.
The PARTY wishing to implement the negotiation process must inform the other party by registered letter with acknowledgment of receipt indicating the elements of the conflict. If, after a period of fifteen (15) days, the PARTIES fail to reach an agreement, the dispute shall be submitted to the competent court designated below.
Throughout the entire negotiation process and until its outcome, the PARTIES shall refrain from taking any legal action against each other and for the conflict that is the subject of the negotiation. As an exception, the PARTIES are entitled to appeal to the court of summary proceedings or to request the issuance of an order on request. A possible action before the court of interim relief or the implementation of a procedure on request entails on their part the parties no waiver of the amicable settlement clause, unless otherwise expressly agreed.