Terms and conditions of sale PERDELLE

INTRODUCTION

1. Identification of the Seller:
These general terms and conditions of sale govern the sale of products and services offered by SAS PERDELLE, registered in the Besançon Trade Register under number RCS 953 865 581, with its registered office at 4 J Chemin de Palente, Besançon (25000).
2. Scope of application of the general terms and conditions of sale:
These general terms and conditions (hereinafter “T&C”) apply to any sales contract concluded between PERDELLE (hereinafter the “Seller”) and any natural or legal person with legal capacity who meets the definition of a professional within the meaning of the French Consumer Code (hereinafter the “Customer”).
3. Amendments and current version:
These T&C supersede all previous versions.
The Seller reserves the right to amend or modify these terms at any time.
In such cases, the applicable terms and conditions are those in force at the time the order is placed.
4. Authority of these General Terms and Conditions:
Documents issued by the Customer, in particular their terms and conditions of purchase, shall only apply if the Seller has expressly accepted them.
In the event of any conflict between documents issued by the Customer and accepted by the Seller and these T&C, the latter shall prevail.
The Seller reserves the right to derogate from certain provisions of these terms and conditions and, and, following negotiations with the Customer, to establish, specific terms of sale which shall prevail over these general terms and conditions.
5. Customer’s acceptance of these C&T:
The fact that any Customer places an order, by whatever means, for Products or Services with the Seller necessarily implies the Customer’s full and unreserved acceptance of these T&C.
6. Foreign Customers:
Sales made to or abroad may require additional and/or specific terms and conditions.
7. General provisions:
The fact that the Seller does not invoke any of these terms and conditions at a given time shall in no way be interpreted as a waiver of its right to invoke them at a later date.
If any of the clauses herein is deemed null and void or set aside by a statutory provision or a court ruling, the remaining provisions of these C&T shall remain in force, provided that they retain their general purpose.
ARTICLE 1 – DEFINITIONS
“Professional”: any natural or legal person, whether public or private, acting for purposes falling within the scope of their commercial, industrial, craft, professional or agricultural activity, including where they act in the name of or on behalf of another professional.
“Product”: the products offered for sale by the Seller.
“Services”: the services associated with the sale of the Products, offered to the Customer by the Seller, in particular the installation of the Products, the adjustment of the Products and/or training in their use.
ARTICLE 2 – CONTRACTUAL DOCUMENTS
The relationship between the Seller and the Customer is governed by the following documents: these general terms and conditions, quotations, the order, delivery notes and invoices and, where applicable, the lease agreement.
ARTICLE 3 – ORDER
3.1 – Products and Services offered
Products: Subject to availability, the Products offered for sale by the Seller are those listed in the Seller’s sales documents.
The Seller reserves the right to modify its range of Products and/or the characteristics of the Products comprising it at any time.
It is understood that the descriptions and information relating to the Products are provided to the Customer for information purposes only and are not exhaustive.
Images of the Products, regardless of their nature or medium, are not contractually binding.
Associated Services and Support : The Seller offers the Customer services, whether or not associated with the sale of the Products (installation, adjustment, training).
The Seller reserves the right to modify the scope and terms of these Services at any time.
For the purposes of the proper performance of the Seller’s Services and regardless of their terms, it is the Customer’s responsibility to ensure, in advance, that the premises and/or the location of the Product(s) are prepared.
Any absence or inadequacy of the facilities may, at the Seller’s discretion, justify the partial performance or non-performance of the Services ordered. In such cases, the Seller reserves the right to amend the quoted price.
3.2 – Quotation
The Seller shall systematically send a commercial proposal to the Customer setting out the terms and conditions of sale of the Products and/or provision of the Services.
This takes the form of a quotation drawn up on the basis of the data and requirements provided by the Customer.
The quotation is valid for 10 days.
After this period, the Seller may amend the price and is no longer bound by the estimated delivery times for the Products and/or the performance of the Services indicated on the quotation.
The Customer’s acceptance of the quotation constitutes the placing of the order and a definitive commitment on the part of the Customer.
The Seller reserves the right to refuse to issue a quotation or to accept an order from any business Customer without having to provide a reason.
The Seller reserves the right to make acceptance of any order conditional upon the Customer paying a deposit, making full payment for the order prior to performance and/or providing guarantees in accordance with the terms of Article 8.3 herein.
3.3 – Modification or cancellation of the order
Orders are final and binding on the Customer.
Any modification (postponement of the delivery date, change in the quantities of the Products) or cancellation of the order requested by the Customer must be accepted in advance by the Seller.
The request may only be taken into account if it is received by the Seller, in writing, including electronically, no later than 14 days before the scheduled delivery date of the ordered Products.
In the event of cancellation of the order less than 21 days before the scheduled delivery date of the Products, the deposit paid upon ordering shall be retained by the Seller as of right and shall not be refundable.
The deposit shall also be retained by the Seller if the Seller refuses the cancellation or modification of the order requested by the Customer.
In any event, even if the Seller accepts the request, the Customer shall be liable to compensate the Seller for all costs incurred up to the date of receipt of the Customer’s request for modification or cancellation.
ARTICLE 4 – DELIVERY
4.1 – Delivery times
The delivery times for the Products and the performance of the Seller’s Services are specified to the Customer in the quotation drawn up by the Seller.
Delivery times are stated as accurately as possible but are subject to supply availability, stock levels and manufacturing lead times.
In any event, delivery within the agreed time frame is subject to the Customer having fulfilled all their obligations towards the Seller (payment of the deposit, settlement of previous orders, etc.).
The Seller shall make every effort to meet delivery and performance deadlines.
A slight delay in the delivery of the Products and/or a delay in the performance of the Services shall not justify a refusal to take delivery and/or a cancellation of the order and shall not give rise to compensation or penalties.
4.2 – Delivery terms
The Customer is obliged to take delivery of the Products.
Delivery is deemed to have taken place upon handover of the Products to the Customer or to a carrier.
Where transport is arranged by the Seller, delivery costs shall be borne by the Customer.
Unless the Seller changes the packaging, the Products ordered are delivered unassembled in two separate parcel by the Seller and by a third party, the Seller’s supplier.
The Customer is informed that they will receive their order in two parcel on dates that may differ.
4.3 – Transfer of risk
Upon delivery of the Products, as defined in Article 4.2 herein, the Customer shall assume the risks of loss or damage to the Products, as well as liability for any damage they may cause, without prejudice to the Seller’s right to invoke the retention of title clause set out in Article 9 hereof or to exercise its right of retention, even in the event of force majeure or the act of a third party.
ARTICLE 5 – ACCEPTANCE – CLAIMS AGAINST THE CARRIER
It is the Customer’s responsibility to check, upon receipt, the condition of the Product packaging, the quantity of Products delivered, the apparent condition and the conformity of the Products delivered.
Any reservation regarding transport must be recorded in writing on the delivery note in order to be enforceable.
In the event of loss or damage to a Product during transport, the Customer must confirm, stating the reasons, any reservations to the carrier by registered letter with acknowledgement of receipt within a maximum of three (3) days of receipt, in accordance with the provisions in force of Article L. 133-3 of the French Commercial Code.
The Customer shall send a copy of any claims made against the carrier to the Seller. Each parcel received must be inspected by the Customer.
ARTICLE 6 – RECEIPT CLAIMS MANAGEMENT
The Customer must inspect the Products before any use
6.1 – Claims to the Seller
Notwithstanding any claims against the carrier, the Customer has a period of seven (7) days from receipt of the Products to raise, in writing, any reservations regarding the apparent or non-apparent non-conformity of the Products, the quantities delivered, the condition of the Products, and any failure to meet a delivery deadline or date.
In the absence of any reservations expressly raised by the Customer within this period, the Products shall be deemed to comply with the order in terms of quantity and quality.
The Customer must provide the Seller with full evidence of the alleged breach.
The Seller shall have a reasonable period of time to verify the validity of the alleged breaches and, where applicable, to contest them.
The duration of the claims verification procedure does not suspend payment of the invoice.
No claim will be validly accepted if the Customer fails to comply with the aforementioned deadlines and procedures.
6.2 – Product Return Policy
Any return of Products must be approved and accepted by the Seller in writing.
In the event of a return approved and accepted by the Seller, the returned Product must be as new, in its original, undamaged packaging, accompanied by all its accessories and documentation, as well as the relevant delivery note and invoice references.
Unless specifically agreed in writing by the Seller, the costs of packaging, returning and/or reshipping the product shall be borne by the Customer.
The risks associated with the return are borne by the Customer.
6.3 – Returned Products
Subject to compliance with the conditions set out in Articles 6.1 and 6.2 herein, the Customer may, for Products for which they have duly proven a lack of conformity, be entitled to:
– either, a refund of the purchase price of the returned Product;
– either, a replacement as soon as possible at the Seller’s expense;
– or, a credit note for an amount equal to the price of the Product as originally invoiced.
Under no circumstances shall the Seller be liable to pay any compensation to the Customer.
ARTICLE 7 – PRICE
The price applicable to the order is that stated in the quotation accepted by the Customer.
In the absence of a quotation, the prices are those in force on the date the order is accepted by the Seller.
Prices do not include delivery or installation.
Packaging costs shall be borne by the Seller.
Any additional costs associated with specific packaging for air or sea transport shall be borne by the Customer.
Where the Seller publishes a price list, it may amend this list at any time. The new price list shall apply to all subsequent orders.
ARTICLE 8 – PAYMENT
8.1 – Terms of payment
Payment for the Products and associated Services shall be made in euros, by bank cheque made payable to the Seller or by bank transfer to the bank account details shown on the Seller’s invoices.
Payment shall be deemed to have been made at the Seller’s registered office.
Each payment must be accompanied by the number of the corresponding Seller’s invoice.
Payments made by the Customer shall only be considered final once the Seller has actually received the sums due.
The customer bears the exchange rate risk and exchange fees
8.2 – Payment terms
Unless otherwise specified, payments shall be made within a maximum of thirty (30) days from the date of issue of the invoice.
No discount for early payment by the Customer shall be granted.
Any dispute regarding invoicing or delivery shall not suspend payment of the invoice.
8.3 – Guarantee requirements or special payment terms
The Seller reserves the right to require guarantees prior to the fulfilment of orders (a deposit, the amount of which shall be stipulated at the time of the order) or specific payment terms (full payment prior to fulfilment) on the grounds of:
– Doubts regarding the Customer’s creditworthiness and increased risk of non-payment;
– Payment incidents relating to previous orders;
– Any deterioration in the Customer’s creditworthiness due to a change in their legal structure, transfer, lease, pledging or contribution of their business assets;
– New or occasional Customers.
8.4 – Late payment
Any delay in payment attributable to the Customer shall automatically and cumulatively entail, without the need for any specific prior formalities:
– the application of late payment interest at an annual rate of three (3) times the statutory interest rate in force in France on the invoice due date;
– the payment of a fixed compensation fee for recovery costs amounting to 40 euros.
Furthermore, seven (7) days after a formal notice sent by any written means and remaining unheeded, the failure to pay shall automatically result in:
– the immediate payment of all sums still owed to the Seller, even those not yet due;
– the Seller’s right to suspend the fulfilment of any current orders or to withhold further deliveries until the Customer has paid in full the sums still owed, without the Customer being entitled to claim any compensation;
– the payment of a fixed compensation equal to 15% (fifteen per cent) of the sums remaining due by the Customer for breach of contractual obligations;
– the return of the relevant delivered Products, at the Customer’s expense, in accordance with the provisions of Article 9 of these Terms and Conditions and, where applicable, the retention of the deposit paid at the time of the order;
These penalties apply without prejudice to any other action, in particular a claim for damages, which the Seller may be entitled to bring against the Customer.
ARTICLE 9 – RETENTION OF TITLE CLAUSE
THE SELLER RETAINS OWNERSHIP OF THE PRODUCTS SOLD UNTIL FULL PAYMENT OF THE PRICE, INCLUDING THE PRINCIPAL, INTEREST, COSTS AND PRICES EXTRA.
PAYMENT IS DEEMED TO HAVE BEEN MADE UPON ACTUAL RECEIPT OF THE PRICE. THE DELIVERY OF A BILL OF EXCHANGE OR ANY OTHER INSTRUMENT CREATING AN OBLIGATION TO PAY DOES NOT CONSTITUTE PAYMENT.
IN THE EVENT OF NON-PAYMENT BY THE AGREED DUE DATE, THE CUSTOMER SHALL, AT THEIR OWN EXPENSE AND at one’s own risk, RETURN THE UNPAID PRODUCTS, FOLLOWING A FORMAL NOTICE OF DEFAULT SENT BY REGISTERED LETTER WITH ACKNOWLEDGEMENT OF RECEIPT.
FAILING THIS, THE SELLER RESERVES THE RIGHT TO RECOVER THE DELIVERED PRODUCTS AND/OR TO CLAIM OWNERSHIP OF THEM.
THIS RIGHT OF RECOVERY MAY BE EXERCISED WITHOUT DISTINCTION, UP TO THE AMOUNT REMAINING UNPAID, IN RESPECT OF ALL PRODUCTS SOLD BY THE SELLER AND STILL IN THE CUSTOMER’S POSSESSION.
THE CUSTOMER MUST OPPOSE ANY ATTEMPT TO REQUIRED OR SEIZE THE PRODUCTS AND MUST NOTIFY THIRD PARTIES OF THE SELLER’S OWNERSHIP, IF NECESSARY BY AFFIXING AN IDENTIFICATION PLATE.

ARTICLE 10 – WARRANTIES
10.1 – Scope of Product warranties
In accordance with current regulations, the Customer is entitled to the statutory warranties relating to the sale of products, in particular the warranty against hidden defects as defined in Articles 1641 et seq. of the French Civil Code.
In addition to these statutory warranties, the Seller undertakes to provide the Customer with a contractual warranty against any product malfunction, excluding wear parts (elbow support, arm support and elastic bands), for a period of five (5) years from the date of delivery of the Product.
Depending on the nature of the product defect identified by the Seller’s technical services, the contractual warranty covers either the supply of spare parts necessary for the repair of the product in question (in which case the Customer is responsible for the dismantling and reassembly of the Products required for the repair), or the replacement of the product with another having at least equivalent characteristics and functionality. Under the terms of this warranty, the Seller shall bear the cost of spare parts and labour required for repairs during the first two years of the warranty period, and shall bear the cost of spare parts only from the third year onwards until the expiry of the warranty period.
In any event, this warranty excludes any refund and/or payment of compensation of any kind to the Customer.
Entitlement to the contractual warranty is subject to the Customer’s compliance with all of the following conditions:
– Receipt by the Seller of a written request, in whatever form, describing the defect found and accompanied by the relevant invoice;
– Upon the Seller’s confirmation of the defect claimed by the Customer and that it is attributable to the Seller. In this regard and by way of proof, the Seller reserves the right to request that the Customer provide photographs of the product in question and/or return it to the address specified by the Seller.
10.2 – Exclusions from the contractual warranty
By express agreement, the Seller’s contractual warranty is excluded in the following circumstances:
– Abnormal and/or improper use of the Product in relation to its specific specifications, and in particular failure to comply with the instructions set out in the user guides, whether in video, paper or digital format;
– Negligence and/or fault on the part of the Customer in the storage and/or maintenance of the Product;
– Normal wear and tear of the Product;
– Malfunction due to force majeure as defined in Article 13 hereof;
– Modification or alteration of the Product by the Customer or a third party without the Seller’s authorisation;
– Incorporation of the Product into another product, or its incompatibility with other equipment;
– Use of straps and/or elastic bands other than those supplied by the Seller.
10.3- Customer’s Obligations
It is the Customer’s responsibility to comply with the Product manufacturer’s recommendations regarding its 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 Customer is required to check the installation of the Products monthly and once a week during the first month of use. In this regard, they must check the clamp once a month and/or whenever the Product is handled outside its normal use, and tighten it as necessary. Any damage resulting from a failure to carry out these checks shall be the Customer’s responsibility.
ARTICLE 11 – LIMITATION AND EXCLUSION OF LIABILITY
In the event of a breach by the Seller of its commitments and/or contractual obligations, the Seller’s liability is strictly limited to direct and foreseeable material damage caused to the Customer.
In the event of proven liability, the Seller’s liability is capped at the amount of its insurance cover.
In any event, the Seller shall not be held liable for any immaterial, indirect or unforeseeable damage such as commercial loss or disruption, loss of customers, loss of profits, revenue or operating income, loss of brand reputation or loss of data.
The Seller shall not be liable for the harmful consequences of faults committed by the Customer or third parties.
The Seller shall under no circumstances be held liable in the event of improper storage or handling of the Products by the Customer, in the event of the Products being used under abnormal conditions or in a manner that does not comply with the applicable legal requirements or the instructions for use, or in the event of negligence.
The Seller shall not be held liable for any personal injury resulting from a failure to check attributable to the Customer.
ARTICLE 12 – INTELLECTUAL PROPERTY
The delivery or provision of the Products under the terms of Article 4 hereof shall in no way entail the transfer of intellectual or industrial property rights relating thereto to the Customer.
The Customer shall refrain from reproducing the Products and/or developing competing Products that infringe the Seller’s property rights.
ARTICLE 13 – FORCE MAJEURE – CIRCUMSTANCES BEYOND THE SELLER’S CONTROL
The Seller shall not be held liable if the non-performance or delay in the performance of any of its obligations described in these general terms and conditions of sale arises from a force majeure event or the occurrence of any circumstances beyond the Seller’s control, without the need to demonstrate the criteria for force majeure.
In this context, force majeure refers to any external, unforeseeable and unavoidable event within the meaning of Article 1218 of the French Civil Code.
By express agreement, in addition to cases falling within the legal definition, the following events shall constitute force majeure: shortages of raw materials, total or partial strikes affecting the Seller, the Customer and/or a carrier, operational accidents, machinery breakdowns, flooding, fire at the Seller’s premises or those of its supplier, embargoes, lockouts, transport blockages, blockage of public services, natural disasters, epidemics, war, government orders restricting or prohibiting production and/or travel.
Should the Seller become aware of a force majeure event, it must immediately inform the Customer of its inability to fulfil its obligations and provide justification for this.
Performance of the order shall be suspended until the event in question has ceased.
The suspension of the performance of the contract shall in no circumstances give rise to the Seller’s liability or to the payment of damages.
As soon as the cause of the suspension of its obligations ceases to exist, the Seller shall make every effort to resume the performance of its contractual obligations as quickly as possible.
In the event of a suspension lasting more than three (3) months, the order may be terminated as of right by either Party, by registered letter with acknowledgement of receipt, subject to ten (10) days’ notice.
ARTICLE 14 – unforeseeability
In the event of an occurrence beyond the control of the parties, such as to compromise the economic balance of the contract, the order in question shall be renegotiated at the request of either party.
This includes, in particular, the following events: fluctuations in the price of raw materials, changes in customs duties, changes in legislation, changes in the customer’s financial situation, health crises, war and geopolitical tensions.
ARTICLE 15 – PERSONAL DATA
15.1 – Collection and storage of data
The Seller is required to collect, process and store personal data relating to individuals in the course of its business and the fulfilment of Customer orders.
The information collected is used for the purpose of processing the Customer’s order, fulfilling the Seller’s Services and issuing invoices.
The processing of this data is necessary for the performance of a contract concluded between the Customer and the Seller (Article 6(1)(b) of the GDPR).
Personal data collected by the Seller is stored in its customer database.
It will be retained for as long as necessary to fulfil the contract and for 5 years after delivery of the last order.
15.2 – Use and disclosure of data
The recipient of the data is the Seller.
The Seller undertakes to take all necessary measures to ensure the security and confidentiality of personal data, in particular to prevent their accidental or unlawful destruction, loss, alteration, disclosure, unauthorised access or intrusion.
Only authorised staff of the Seller whose duties, responsibilities and/or tasks require access to such data may consult the personal data.
The Seller undertakes not to disclose personal data to third parties, subject to the following exceptions.
The information collected may be disclosed to institutions responsible for fraud prevention, to judicial authorities in the event of legal proceedings, and more generally to all institutions responsible for enforcing regulations.
Personal data may be disclosed to any partners or subcontractors of the Seller (carrier, supplier of part of the Products) responsible for fulfilling the order and/or providing the Services, to the extent strictly necessary for the performance of the contract.
The information collected may be disclosed to any assignees or successors of the Seller in the event of a transfer of the Seller’s business.
15.3 – Data controller and rights regarding personal data
The Seller is the data controller.
For any questions, comments or requests regarding the processing of their personal data, the Customer may contact the Seller:
– By telephone: 06 31 44 76 61
– By post: 4 J Chemin de Palente 25000 Besançon
– By email: fabrice.frerot@perdelle.com.
In accordance with applicable regulations, the Customer, as a natural person, has the right to access, rectify, erase, object to the processing on legitimate grounds and to data portability concerning them, as well as the right to restrict processing.
They also have the right to lodge a complaint with the Commission Nationale de l’Informatique et des Libertés (CNIL) without prejudice to any other administrative or judicial remedy.
The Customer may exercise their rights free of charge by contacting the data controller at the telephone number and postal and email addresses set out above.
In accordance with Article 12.3 of the GDPR, the data controller shall respond to requests within one month of receiving the request.
This period may, if necessary, be extended to two months, taking into account the complexity and number of requests. In this case, the Customer will be informed within one month of their request.
The Seller reserves the right to request the provision of a document proving the identity of the individual before granting any access to personal data or allowing the exercise of any rights in relation to the data.
ARTICLE 16 – JURISDICTION – GOVERNING LAW – LANGUAGE
The language of these terms and conditions is French. Should they be translated into one or more languages, only the French text shall prevail in the event of a dispute.
These terms and conditions and the orders arising therefrom are governed in their conclusion, validity, interpretation and performance by French law, to the exclusion of the provisions of the Vienna Convention on the International Sale of Goods.
In the event of a dispute, the Customer shall first contact the Seller in order to seek, in good faith, an amicable solution.
ANY DISPUTE THAT CANNOT BE RESOLVED AMICABLY WITHIN SIXTY (60) DAYS FOLLOWING THE FIRST ATTEMPT AT AMICABLE SETTLEMENT SHALL FALL WITHIN THE EXCLUSIVE JURISDICTION OF THE COMMERCIAL COURT OF BESANCON (25000), EVEN IN THE EVENT OF SUMMARY PROCEEDINGS, THIRD-PARTY PROCEEDINGS OR MULTIPLE DEFENDANTS.
ANY JURISDICTION CLAUSES THAT MAY BE INCLUDED IN THE CUSTOMER’S TERMS AND CONDITIONS OF PURCHASE SHALL NOT PREVENT THE APPLICATION OF THIS CLAUSE.
ARTICLE 17 – CUSTOMER’S ACCEPTANCE
The Customer declares that they are fully aware of these general terms and conditions of sale.
The Customer acknowledges that they have expressly accepted these general terms and conditions of sale.
The Customer waives the right to rely on any conflicting document, and in particular their own general terms and conditions of purchase if these have not been expressly accepted by the Seller, unless specific terms have been agreed between the Seller and the Customer

GENERAL SALES CONDITIONS OF PERDELLE

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 Order
Orders 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.

ARTICLE 10 – WARRANTIES

Scope of Product Warranties

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:

Receipt by the Seller of a written request in any form, describing the observed defect and accompanied by the corresponding invoice;
The Seller’s verification of the defect claimed by the Client and its attribution to the Seller. In this regard, and as proof, the Seller reserves the right to request photographs of the affected product and/or its return to the indicated address from the Client.

– Contractual Warranty Exclusions

By express agreement, the Seller’s contractual warranty is excluded in the following cases:

Abnormal and/or non-compliant use of the Product considering its specific specifications, particularly in non-compliance with the instructions explained in the manuals, whether in video, paper, or digital version;
Negligence and/or fault of the Client in the storage and/or maintenance of the Product;
Normal wear and tear of the Product;
Operating defect due to force majeure as defined in article 13 herein;
Modification or transformation of the Product by the Client or a third party without the Seller’s authorization;
Incorporation of the Product into another product, or its incompatibility with other materials;
Use of brassieres and/or elastics other than those provided by the Seller.

10.3- Client Obligations

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.

ARTICLE 11 – LIMITATION AND EXCLUSION OF LIABILITY

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.

ARTICLE 12– INTELLECTUAL PROPERTY

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.

ARTICLE 13 – FORCE MAJEURE – CIRCUMSTANCES INDEPENDENT OF THE SELLER’S WILL

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

Collection and storage of 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.

Use and disclosure of data The recipient of the data is the Seller.

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.

Data controller and rights over personal data The Seller is the data controller of personal data.

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.