PRELIMINARY ARTICLE
Seller Designation:
The present general sales conditions govern the sales of products and services offered by SAS PERDELLE, registered at the Besançon Trade Register under the number RCS 953 865 581, with its headquarters located at 4 J Chemin de Palente, Besançon (25000).
Scope of the General Sales Conditions:
These general conditions (hereinafter referred to as “GSC”) apply to any sales contract concluded between PERDELLE (hereinafter referred to as the “Seller”) and any legally capable individual or entity, meeting the definition of a professional as per the consumer code (hereinafter referred to as the “Client”).
Modification and Effective Version:
These GSC replace all previous versions.
The Seller reserves the right to adapt or modify these conditions at any time.
In this case, the applicable conditions are those in effect at the time of placing the order.
Authority of these General Conditions:
Documents issued by the Client, including its purchase conditions, can only apply if the Seller has expressly accepted them.
In case of contradiction between the Client’s documents accepted by the Seller and these GSC, the latter prevail.
The Seller reserves the right to derogate from certain clauses of these conditions and to establish, depending on the negotiations carried out with the Client, special sales conditions which prevail over these general conditions.
Client’s Adherence to these GSC:
The fact that any Client orders, by any means whatsoever, Products or Services from the Seller necessarily implies the full and unreserved adherence of the latter to these general sales conditions.
Foreign Clients:
Sales made to or abroad may require additional and/or specific special conditions.
General Provisions:
The fact that the Seller does not assert at a given time one of these conditions cannot in any case be interpreted as constituting a waiver on its part to assert it later.
If one of the clauses of these conditions was deemed unwritten or canceled by a legal provision or by a court decision, the other provisions of these GSC will remain in force provided that they retain their general economy.
ARTICLE 1 – DEFINITIONS
“Professional”: any individual or entity, public or private, acting for purposes falling within the scope of its commercial, industrial, artisanal, liberal or agricultural activity, including when acting on behalf of or on behalf of another professional.
“Product”: the products offered for sale by the Seller.
“Services”: the services associated with the sale of Products, offered to the Client by the Seller, including the installation of Products, the adjustment of Products and/or training in their use.
ARTICLE 2 – CONTRACTUAL DOCUMENTS
The relations between the Seller and the Client are governed by the following documents: the present general conditions, quotes, the order, delivery slips, and invoices, and where applicable, the rental agreement.
ARTICLE 3 – ORDER
– Offered Products and Services
Products: Subject to their availability, the Products offered for sale by the Seller are those appearing on the Seller’s commercial documents.
The Seller reserves the right to modify its product range and/or the characteristics of the Products composing it at any time.
It is understood that the descriptions and information related to the Products are provided to the Client for informational purposes only and are not exhaustive.
Product visuals, regardless of their nature and support, have no contractual value.
Services and associated services: The Seller offers the Client service performances, associated or not with the sale of Products (installation, adjustment, training).
The Seller reserves the right to modify the extent and terms of these Services at any time.
For the proper execution of the Seller’s Services and whatever their terms, it is the Client’s responsibility to ensure, in advance, the preparation of the premises and/or the location of the Product(s).
Any absence or inadequacy of arrangements may, at the Seller’s choice, justify partial execution or non-execution of the ordered Services. The Seller reserves the right to modify the proposed price in this case.
– Quote
The Seller systematically addresses a commercial proposal to the Client determining the sales conditions of the Products and/or the realization of the Services.
This is materialized by the establishment of a quote based on the data and needs communicated by the Client.
The quote is valid for 10 days.
After this period, the Seller can modify the price and is no longer bound by the provisional delivery times of the Products and/or execution of the Services indicated on the quote.
The acceptance of the quote by the Client constitutes the placing of the order and the definitive commitment of the Client.
The Seller reserves the right to refuse to issue a quote or to accept an order from any professional Client without having to justify a reason.
The Seller reserves the right to subject any acceptance of an order to the payment of a deposit by the Client, to the full payment of the order before execution and/or to the establishment of guarantees under the conditions of article 8.3 herein.
– Modification or Cancellation of the OrderOrders are final and bind the Client.
Any modification (date postponement, modification of Product quantities) or cancellation of the order requested by the Client must be previously accepted by the Seller.
The request will only be taken into account if it has reached the Seller, in writing, including dematerialized, no later than 14 days before the scheduled date for the delivery of the ordered Products.
In the event of cancellation of the order less than 21 days before the scheduled date for the delivery of the Products, the deposit paid at the order will be automatically acquired by the Seller and cannot be refunded.
The deposit will also be retained by the Seller if it refuses the cancellation or modification of the order requested by the Client.
In any event, even in case of the Seller’s acceptance, the Client is required to compensate the Seller for all costs incurred at the date of receipt of the request for modification or cancellation from the Client.
ARTICLE 4 – DELIVERY
– Delivery Deadlines
The delivery deadlines for the Products and the execution time for the Seller’s services are indicated to the Client on the quote prepared by the Seller.
The delivery deadlines are indicated as precisely as possible but depend on supply possibilities, available stock, and manufacturing lead times.
Under all circumstances, timely delivery can only occur if the Client has fulfilled all its obligations towards the Seller (down payment, payment for previous orders, etc.).
The Seller makes every effort to adhere to the delivery and execution deadlines.
A simple delay in the delivery of the Products and/or a shift in the execution of services cannot justify a refusal to take delivery and/or a cancellation of the order, nor give rise to compensation or penalties.
– Delivery Terms
The Client is obliged to take delivery of the Products.
Delivery is considered to have taken place upon the handover of the Products to the Client or to a carrier.
In case the transport is organized by the Seller, the delivery costs are borne by the Client.
Unless the packaging is modified by the Seller, the ordered Products are delivered unassembled in two distinct lots by the Seller and a third party, the Seller’s supplier.
The Client is informed that they will receive their order in two lots, and at possibly different dates.
– Transfer of Risk
From the moment of the Products’ delivery, as defined in article 5.2 herein, the Client assumes the risks of loss or damage to the Products, as well as the liability for damage they might cause, without prejudice to the Seller’s right to claim the benefits of the reservation of ownership clause stipulated in article 10 of the present document, or to exercise its right of retention, even in cases of force majeure or a third-party action.
ARTICLE 5 – RECEIPT – RECOURSE AGAINST THE CARRIER
It is the Client’s responsibility to check the condition of the Products’ packaging, the quantity of Products delivered, their apparent condition, and their conformity upon receipt.
Any reservation concerning the transport, to be opposable, must be noted in writing on the delivery slip.
In case of loss or damage to the Product during transport, the Client must confirm, with proper justification, any reservations to the carrier by registered letter with acknowledgment of receipt, within a maximum period of three (3) days following its receipt, in accordance with the provisions of article L. 133-3 of the commercial code.
The Client sends a copy to the Seller of the recourse exercised against the carrier. Each received package must be checked by the Client.
ARTICLE 6 – RECEIPT – MANAGEMENT OF COMPLAINTS TO THE SELLER
The Client must check the Products before any use. 6.1 – Complaints to the Seller
Notwithstanding recourse against the carrier, the Client has a period of seven (7) days from
the receipt of the Products to express, in writing, any reservations on the apparent or non-apparent non-conformity of the Products, the quantities delivered, the condition of the Products, as well as the non-compliance with a delivery time or date.
In the absence of reservations expressly made by the Client within this period, the Products are considered to be in conformity in quantity and quality with the order.
The Client must provide the Seller with all proof concerning the reality of the reported failure.
The Seller has a reasonable time to verify the reality of the alleged failures and, if necessary, to contest them.
The duration of the complaint verification procedure does not suspend the payment of the invoice.
No complaint will be validly accepted in case of non-compliance by the Client with the aforementioned deadlines and forms.
– Product Return Terms
Any return of Products must be validated and accepted by a written agreement from the Seller.
In case of return validated and accepted by the Seller, the returned Product must be in new condition, in its original intact packaging, accompanied by all its accessories and documentation, as well as the references of the relevant delivery slip and invoice.
Unless specifically and written agreed by the Seller, the packaging, return and/or reshipment costs of the product are at the Client’s expense.
The risks of the return are borne by the Client.
– Returned Products
Subject to compliance with the conditions mentioned in articles 7.1 and 7.2 herein, the Client may benefit, for the Products for which they have duly proven non-conformity:
either from a refund of the purchase value of the returned Product;or from its replacement as soon as possible and at the Seller’s expense;or a credit note for an amount equal to the price of the Product originally invoiced.
Under no circumstances shall the Seller be held liable for the payment of any compensation to the Client.
ARTICLE 7 – PRICE
The price applicable to the order is the one stated in the quote accepted by the Client.
In the absence of a quote, the prices are those in effect on the day of the order acceptance by the Seller.
Prices are quoted excluding delivery and installation. Packaging costs are borne by the Seller.
Additional costs associated with specific packaging for air and/or sea transport are borne by the Client.
In the event of a price list being distributed by the Seller, it can be changed at any time. The new price list applies to all subsequent orders.
ARTICLE 8 – PAYMENT
– Payment conditions
The payment for Products and associated services is made in euros, by check made out to the Seller or by transfer to the bank account whose details appear on the Seller’s invoices.
Payment is deemed to take place at the Seller’s headquarters.
Each payment must imperatively be accompanied by the number of the corresponding Seller’s invoice.
Payments made by the Client will be considered as final only after the effective collection by the Seller of the amounts due.
– Payment deadlines
Unless special conditions, payments will be made within a maximum period of thirty (30) days from the issuance of the invoice.
No discount for early payment by the Client can be granted.
Any billing or delivery dispute is not suspensive of invoice payment.
– Guarantee requirements or special settlement
The Seller reserves the right to demand guarantees before executing orders (down payment, the amount of which will be stipulated at the time of ordering) or special payment conditions (full payment before execution) due to:
Doubts about the Client’s solvency and increased risks of non-payment;Payment incidents during previous orders;Any deterioration of the client’s credit due to a change in its legal structure, sale, lease, pledging or contribution to its business;New or irregular Client.– Payment delay
Any payment delay attributable to the Client will cumulatively and automatically entail, without any particular preliminary formalities being necessary:
the application of late payment interest at the annual rate of three (3) times the legal interest rate in force at the invoice due date;the payment of a lump-sum indemnity for recovery costs amounting to 40 euros.
In addition, seven (7) days after a formal notice sent by any written means and remained unsuccessful, the default of payment will automatically lead to:
the immediate exigibility of all sums still owed to the Seller even not due;the option for the Seller to suspend the execution of the ongoing order or to defer new deliveries until the Client’s full payment of the amounts owed, without the latter being able to claim any compensation;the payment of a lump-sum indemnity equal to 15% (fifteen percent) of the sums still owed by the Client for non-compliance with contractual obligations;the return of the delivered Products concerned, at the Client’s expense, pursuant to the provisions of article 9 of these Conditions and where applicable the retention of the deposit paid at the time of ordering;
These sanctions apply, without prejudice to any other action, in particular a claim for damages, that the Seller would be entitled to bring against the Client.
ARTICLE 9 – RETENTION OF TITLE CLAUSE
THE SELLER RETAINS OWNERSHIP OF THE SOLD PRODUCTS UNTIL FULL PAYMENT OF THE PRICE, IN PRINCIPAL, INTERESTS, FEES, AND ACCESSORIES.
PAYMENT IS MADE UPON EFFECTIVE COLLECTION OF THE PRICE. THE HANDOVER OF A BILL OF EXCHANGE OR ANY OTHER TITLE CREATING AN OBLIGATION TO PAY DOES NOT CONSTITUTE A PAYMENT.
IN CASE OF NON-PAYMENT ON THE AGREED DUE DATE, THE CLIENT MUST, AT ITS OWN EXPENSE, RISK, AND PERIL, RETURN THE UNPAID PRODUCTS, AFTER FORMAL NOTICE BY REGISTERED LETTER WITH ACKNOWLEDGMENT OF RECEIPT.
OTHERWISE, THE SELLER RESERVES THE RIGHT TO TAKE BACK THE DELIVERED PRODUCTS AND/OR CLAIM THEIR OWNERSHIP.
ITS RIGHT OF RECOVERY MAY BE EXERCISED INDISTINCTLY, UP TO THE UNPAID AMOUNT, ON ALL PRODUCTS SOLD BY THE SELLER AND STILL IN THE CLIENT’S POSSESSION.
THE CLIENT MUST OPPOSE ANY ATTEMPT AT REQUISITION OR SEIZURE OF THE PRODUCTS AND MUST INFORM THIRD PARTIES OF THE SELLER’S OWNERSHIP, IF NECESSARY BY APPLYING AN IDENTIFICATION PLATE.
In accordance with current regulations, the Client benefits from legal warranties related to the sale of products, particularly the warranty against hidden defects as defined in articles 1641 and following of the Civil Code.
In addition to these legal warranties, the Seller commits to providing the Client with a contractual warranty against any product operating defect excluding wear parts (brassieres and elastics), for a period of five (5) years from the product delivery date.
Depending on the nature of the product defect identified by the Seller’s technical services, the contractual warranty covers either the provision of the necessary spare parts for the repair of the concerned product (the Client then handles the disassembly and reassembly of the Products required for a repair), or the replacement of the product with another of at least equivalent characteristics and functionalities.
In any case, this warranty excludes any refund and/or payment of compensation, whatever it may be, to the benefit of the Client.
The benefit of the contractual warranty is subject to the Client complying with the following cumulative conditions:
– Contractual Warranty Exclusions
By express agreement, the Seller’s contractual warranty is excluded in the following cases:
It is the Client’s responsibility to adhere to the manufacturer’s recommendations regarding the Product’s installation and/or use.
Assembly instructions are available on the perdelle.com website in video format and as a downloadable PDF, or where applicable, in the Product packaging.
The Client must check the installation of the Products every month and once a week during the first month of use. In this regard, they must check the clamp once a month and/or with each handling of the Product outside of its normal use and tighten it as necessary. Any damage resulting from a failure to check is attributable to the Client.
In the event of the Seller failing to meet its commitments and/or contractual obligations, the Seller’s liability is strictly limited to the material, direct, and foreseeable damages caused to the Client.
In the case of proven liability, the Seller’s liability is capped at the amount of its insurance guarantees.
In any case, the Seller cannot be held responsible for any immaterial, indirect, or unforeseeable damage such as commercial prejudice, loss of customers, loss of profits, revenues, or operations, damage to the brand image, or data loss.
The Seller is not required to repair the harmful consequences of faults committed by the Client or third parties.
The Seller’s liability cannot be engaged in cases of improper storage or mishandling of the Products by the Client, in cases of using the Products under abnormal or non-compliant conditions according to current legal prescriptions, the user manuals, or in cases of negligence.
The Seller’s liability cannot be engaged in cases of bodily injury resulting from a failure to verify attributable to the Client.
The delivery or provision of Products under the conditions of article 3 herein does not in any case entail the transfer of intellectual or industrial property rights on them to the benefit of the Client.
The Client is prohibited from reproducing the Products and/or developing competing Products that infringe on the Seller’s property rights.
The Seller’s liability cannot be invoked if the non-performance or delay in fulfilling one of its obligations described in these general terms and conditions of sale results from a case of force majeure or the occurrence of any circumstances independent of the Seller’s will without having to demonstrate the criteria of force majeure.
In this regard, force majeure means any external, unforeseeable, and irresistible event in the sense of article 1218 of the civil code.
By express agreement, besides cases meeting the legal definition, the following events constitute cases of force majeure: shortage of raw materials, total or partial strike affecting the Seller, the Client, and/or a carrier, operational accidents, machine breakdowns, flooding, fire in the Seller’s premises or at its supplier’s, embargo, lockout, transport blockade, public service blockade, natural disaster, epidemic, war, governmental injunction limiting or prohibiting production and/or movements.
The Seller, noticing an event of force majeure, must promptly inform the Client of its inability to fulfill its obligations and justify this.
The execution of the order will be suspended until the end of the causing event.
The suspension of contract execution cannot in any case engage the Seller’s liability or lead to the payment of damages and interest.
Once the cause of the suspension of its obligations disappears, the Seller will make every effort to resume the fulfillment of its contractual obligations as quickly as possible.
In case of a suspension exceeding three (3) months, the order can be automatically terminated by either party, by registered letter with acknowledgment of receipt, with a notice period of ten (10) days.
ARTICLE 14 – UNFORESEEABLE CIRCUMSTANCES
In the event of an external event beyond the control of the parties that compromises the economic balance of the contract, a renegotiation of the concerned order will be carried out at the request of one or the other party.
The following events are notably targeted: fluctuations in raw material prices, changes in customs duties, evolution of legislations, change in the client’s financial situation, health crisis, war, geopolitical tensions.
ARTICLE 15 – PERSONAL DATA
The Seller is required to collect, process, and store personal data on individuals during its business operations and the execution of clients’ orders.
The collected information is intended for the processing of the client’s order, the execution of the Seller’s services, and the issuance of invoices.
The processing of this data is necessary for the execution of a contract concluded between the Client and the Seller (Article 6, paragraph 1, b) of the GDPR).
The personal data collected by the Seller are recorded in its client file.
They will be retained as long as necessary for the execution of the contract and for 5 years after the delivery of the last order.
The Seller commits to taking all necessary measures to ensure the security and confidentiality of personal data, particularly to prevent their destruction, loss, alteration, disclosure, intrusion, or unauthorized access to this data, whether accidentally or unlawfully.
Only authorized Seller personnel whose functions, assignments, and/or missions require access to said data will be able to consult personal data.
The Seller commits not to transmit personal data to third parties, subject to the following exceptions.
The collected information may be disclosed to institutions responsible for fraud prevention, judicial institutions in case of legal proceedings, and generally to all institutions responsible for enforcing regulations.
Personal data may be communicated to potential partners or subcontractors of the Seller (carrier, supplier of part of the products), responsible for the execution of the order and/or services, strictly necessary for the execution of the contract.
The collected information may be communicated to rightful claimants or potential successors of the Seller in the event of the sale of the Seller’s business assets.
For any question, comment, or request regarding the processing of personal data, the client can contact them:
By phone: 06 31 44 76 61 By postal mail: 4 J Chemin de Palente 25000 Besançon By email: fabrice.frerot@perdelle.com.
In accordance with applicable regulations, the individual client has a right of access, rectification, deletion, opposition to processing for legitimate reasons, and portability of data concerning them, as well as the right to limit processing.
They also have a right of recourse with the National Commission for Informatics and Liberties (CNIL) without prejudice to any other administrative or judicial remedy.
The client can exercise their rights freely by contacting the data controller at the above-mentioned number and postal and electronic addresses.
In accordance with Article 12.3 of the GDPR, the data controller will respond to requests within a one-month period from the receipt of the request.
This period may be extended to two months, given the complexity and number of requests. In this case, the client will be informed within one month from their request.
The Seller reserves the right to request the presentation of a document proving the identity of the individual before allowing any access to personal data and any exercise of rights over the data.
ARTICLE 16 – JURISDICTION – APPLICABLE LAW – LANGUAGE
The language of these terms and conditions is French. In the event they are translated into one or more languages, only the French text would be legally binding in case of dispute.
These terms and conditions and the resulting orders are governed by French law, excluding the provisions of the Vienna Convention on International Sale of Goods.
In case of dispute, the Client first approaches the Seller to mutually and in good faith seek an amicable solution.
ANY DISPUTE THAT COULD NOT BE RESOLVED AMICABLY WITHIN SIXTY (60) DAYS FOLLOWING THE FIRST ATTEMPT AT AMICABLE SETTLEMENT WILL FALL UNDER THE EXCLUSIVE JURISDICTION OF THE BESANÇON (25000) COMMERCIAL COURT, EVEN IN THE CASE OF SUMMARY PROCEEDINGS, A WARRANTY CALL, OR MULTIPLE DEFENDANTS.
JURISDICTIONAL CLAUSES THAT MAY EXIST IN THE CLIENT’S PURCHASE TERMS DO NOT HINDER THE APPLICATION OF THIS CLAUSE.
ARTICLE 17 – CLIENT ACCEPTANCE
The client declares to have perfect knowledge of these general sales conditions. The client expressly accepts these general sales conditions.
The client waives the right to avail themselves of any contradictory document, including their own general purchase conditions if they are not expressly accepted by the Seller, except for special conditions concluded between the Seller and the Client.
GENERAL SALES CONDITIONS OF PERDELLE
