GENERAL TERMS AND CONDITIONS OF SALE
ARTICLE 1. Identity of the Seller
BFL® INTERNATIONAL is a simplified joint-stock company with a capital of €10,000 (ten thousand Euros), whose registered office is located at 8 boulevard de l’épervière 49000 ECOUFLANT, France, registered with the ANGERS Trade and Companies Register under the number 882,097,322, represented by Mr. Olivier Baylé in his capacity as manager duly authorised for this purpose (hereinafter the “Seller” or “BFL® France”).
BFL® INTERNATIONAL designs, develops, manufactures, markets and distributes equipment for the treatment of rising damp. It carries out these activities both in France and abroad.
BFL® INTERNATIONAL is the publisher of the website: www.bfl-international.com.
BFL® INTERNATIONAL can be contacted by e-mail at firstname.lastname@example.org or by telephone on + 33 (0) 259 100 366.
ARTICLE 2. Application of the General Terms and Conditions of Sale – enforceability
These General Terms and Conditions of Sale (hereinafter referred to as the “GTCs”) form the basis of commercial negotiations and apply to all orders for Products (hereinafter referred to as the “Order”). They shall prevail over any other terms and conditions issued by the buyer (hereinafter referred to as the “Buyer”), over any other documents not expressly accepted by the Seller and over any conflicting provisions contained in any other document, prospectus, catalogue or photographs of the Products, which are provided for information purposes only. The GTCs may be supplemented by special terms and conditions of sale. BFL® INTERNATIONAL reserves the right to modify its GTCs at any time. The GTCs in force at the time of the Order shall apply.
The GTCs are systematically sent or given to each Buyer prior to the confirmation of their Order. The full identity of the Buyer is detailed on the attached Purchase Order.
The fact that BFL® INTERNATIONAL does not avail itself of any of the provisions of these GTCs at any given time shall not be construed as a waiver of the right to avail itself of any of the said conditions at a later date.
ARTICLE 3. Products
BFL® INTERNATIONAL markets the following products (“Products”):
- an Electromagnetic Polarity Inverter (E.P.I.), a device that emits very low frequency electromagnetic fields (which are not harmful to health) that cause the water molecules present in the foundations of a building to fall by gravity, of which it is the exclusive owner.
- a Geomagnetic Polarity Inverter (G.P.I.), a device that uses an electromagnetic field to reverse the polarity of water molecules, thereby preventing any water from rising via capillary action, of which it is the exclusive owner.
A presentation of the Products ordered will be sent to the Buyer together with the Order.
The Buyer may not claim any compensation in the event that BFL® INTERNATIONAL decides to modify or discontinue the manufacture or marketing of any of its Products.
The Buyer may personalise the Products sold by the Seller. However, any Buyer who requests this service undertakes to comply with the provisions of Article 17 (“Intellectual Property”) herein and is expressly informed that, if the Buyer is a private individual (hereinafter referred to as a “Private Buyer”), he/she shall not have the option of returning the Products under the conditions set forth in Article 15 (“Cancellation Rights”) herein. For the purposes of personalisation, the Buyer shall promptly provide the Seller with a PDF file of the sign(s), logo(s) or similar that he/she/it wishes to affix to the Products and Communication Media.
ARTICLE 4. Communication Media for Professional Buyers (Distributors)
Where applicable, at the request of the Professional Buyer acting as a Distributor, the Seller will provide a set of Communication Media, free of charge, upon delivery of the Order. The Buyer is free to choose whether or not to use the Communication Media provided. The Seller does not give any guarantee as to the commercial success of its products if these media are used.
ARTICLE 5. Orders
Professional Buyers shall place their Order with the Seller by e-mail (ordering directly on the Website with their login details), specifying the references of the Products, the quantity of Products per reference and whether or not the Products are to be personalised.
Private Buyers shall place their Order by contacting the Seller by any means (e-mail, telephone or by ordering through the Website). The Buyer is informed that in the event of prolonged inactivity on the Website, the Buyer’s option to place an Order on the Website may no longer be guaranteed. In this case, the Buyer will have to restart the Order process from the beginning. The Buyer is hereby informed that all telecommunication costs incurred as a result of accessing the Internet, and in particular the Website, shall be borne by the Buyer.
To place an order for Products on the Website, the Buyer must complete the following steps: (i) fill in the Order Form, providing, in particular, their identity, address and a valid e-mail address; (ii) select the Product(s) and add them to the Shopping Cart; (iii) provide a billing address for the Products; (iv) review the terms of the Order Summary page, which provides details of the Order and its total price; (v) read and accept the GTCs; (vi) if necessary, return to the previous pages and correct any errors and/or modify the Order and/or the information provided; (vii) confirm the Order; (viii) pay for the Product(s).
Unless otherwise agreed, payment of the Price implies the Buyer’s confirmation of the Order and the Buyer’s acceptance of these GTCs, which the Buyer acknowledges to be fully aware of and waives the right to invoke his/her/its own terms and conditions of purchase or any other conflicting document.
The Seller reserves the right to refuse to accept an Order or to suspend its execution in the event of a dispute, late payment or non-payment concerning a previous Order.
The Order is formed and becomes binding on the Buyer once the GTCs have been validated and accepted and the Order has been sent to the Seller.
In all cases, the Seller will confirm receipt of the Order by e-mail, specifying the identification of the Products, their quantity and the expected delivery date.
The Order becomes binding on the Seller upon receipt of the order, together with acceptance of the GTCs and confirmation of payment of the Price by the Buyer. The Seller shall not be obliged to proceed with the execution of the Order until the Order has become binding on the Seller.
A firm Order (binding on both Parties) may only be cancelled and/or modified by mutual agreement between the Parties.
ARTICLE 6. Pre-contractual information for Private Buyers
The Private Buyer acknowledges having been informed, in a clear and comprehensible manner, of these General Terms and Conditions of Sale and of all the information referred to in Article L.221-5 of the French Consumer Code, and in particular of the following, before making an immediate purchase or placing an Order and entering into the Sales Contract:
- the main characteristics of the Product;
- the price of the Product(s) and associated costs (e.g. delivery);
- if the Sales Contract is not to be fulfilled immediately, the date or time by which the Seller undertakes to deliver the Product;
- information regarding the identity of the Seller, including the Seller’s postal address, telephone number and e-mail address, and the Seller’s business activities, if these are not obvious from the context;
- information on legal and contractual guarantees and their implementation terms;
- the functionality of the digital content and, where appropriate, its interoperability;
- the possibility of resorting to conventional mediation in the event of a dispute.
ARTICLE 7. Price
The Unit Price List is attached to these GTCs. The prices applicable to an Order shall be those in force on the date on which the Buyer places their Order.
Prices are in Euros and do not include taxes or delivery charges.
Delivery charges are specified at the time the Order is placed.
Prices are subject to VAT at the applicable rate. Any change in the applicable VAT rate will be automatically reflected on the Buyer’s invoice.
BFL® INTERNATIONAL reserves the right to offer the Buyer standard discounts, trade discounts special offers and reductions depending, in particular, on the number of Products purchased. These will be shown on the invoice.
ARTICLE 8. Payment
8.1 Payment methods
Unless otherwise agreed, each Order must be paid in full at the time of signing the GTCs in order to be firm and binding on both Parties.
Orders will not be confirmed until the Price has been paid in full.
Invoices issued by the Seller shall be payable in Euros, by cheque, bank transfer (to the Seller’s account, the details of which shall be communicated to the Buyer) or by credit or debit card.
The Seller shall remain the sole owner of the Products and shall not make any Delivery until the Buyer has paid the Price in full.
8.2 Late payment or non-payment
In the event of a delay in payment of more than 30 days from the date on which the Buyer places the Order, the Seller reserves the right to cancel the Order.
Any delay in payment will automatically result in the application of late payment penalties calculated on the basis of three (3) times the legal interest rate in force on the due date. This penalty will be based on the total price not paid on the due date and will run until the date of full payment of the price in principal, costs and other related expenses. These penalties are payable at the simple expiration of the term, without the need for prior formal notice.
In accordance with Article D441-5 of the French Commercial Code, a collection fee is payable ipso jure and without prior notice in the event of late payment. The amount of this fee is fixed by Decree at €40. If the collection costs exceed this fixed amount, additional compensation will be payable upon the presentation of supporting documents (receipts, invoices, etc.).
ARTICLE 9. Billing & Invoices
An invoice will be issued for each delivery upon payment of the Order.
ARTICLE 10. Delivery
10.1 Delivery times
Delivery times are fifteen (15) calendar days from the date on which the Order is validated, i.e. the date the Order is received, the GTCs are signed and the payment of the full Price is confirmed.
Delivery times are given as an indication only. Any delay in delivery shall not, except in the case of gross negligence on the part of the Seller, entitle the Buyer to cancel the corresponding Order.
In addition, delivery times for personalised Products are likely to be longer and will be specified in the Order. It is expressly agreed that delivery times shall not commence until the Order has been validated and the sign(s), logo(s) or equivalent to be used for the personalisation of the Product has/have been sent to the Seller, which the Buyer undertakes to do immediately after the Order has been validated.
Only Private Buyers may cancel the Sales Contract, after giving formal notice to the Seller to deliver the Product within an additional period of fifteen (15) days from receipt of the notice sent to the Seller, which has remained without effect. The Buyer’s decision to cancel the Sales Contract must be notified to the Seller by registered letter with acknowledgement of receipt. In this case, the Price paid by the Buyer shall be refunded within fifteen (15) days of receipt of the decision to cancel the Sales Contract.
10.2 Delivery methods
Depending on the quantity ordered, the Seller reserves the right to split the delivery into several deliveries. In this case, delivery times may be subject to change and the Buyer will be informed accordingly.
Orders will be delivered to the delivery address indicated by the Buyer at the time of placing the Order (mainland France only). The Seller cannot be held responsible for any difficulties that may arise as a result of any error or omission on the part of the Buyer in respect of the delivery address.
The Seller shall package the Products for delivery in accordance with applicable regulations, at the Seller’s own risk and expense. If the Buyer requires special packaging, he/she must notify the Seller before validating the Order and bear the costs of such special packaging.
10.3 Transfer of risk
The transfer of risks takes place:
- In the case of a Professional Buyer, on the earliest of the following dates: (i) when ownership is transferred to the Buyer upon full payment of the Price, or (ii) when the Products are handed over to the carrier, in which case transport is at the Buyer’s own risk.
- In the case of a Private Buyer: at the time when the carrier delivers the Product(s) to the Buyer, or to a Third Party designated by the Buyer, at the address indicated on the Purchase Order. However, should the Private Buyer wish to have the Products delivered by a Third Party carrier, the transfer of risk shall take place when the Products are handed over to the carrier chosen by the Buyer.
Any delivery difficulties due to an error in the delivery address will remain the sole responsibility of the Buyer, who will be responsible for the costs of redirecting/redelivering any Products that may have been sent to an incorrect address. The Buyer will also bear the financial cost of any consequences linked to this incorrect delivery address.
10.4. Reservation of ownership clause
The transfer of ownership of the Products is deferred until full payment of the corresponding Price and any related costs, notwithstanding the transfer of risk to the Buyer that has already taken place.
Until such sums have been paid in full by the Buyer, the latter shall have no right of ownership over the Products. The Buyer may not resell the Products or pledge them as security until they have been paid for in full. In the event that the Products are seized or otherwise interfered with by a Third Party, the Buyer shall notify the Seller immediately in order to enable the Seller to preserve its rights. In the event of non-payment of all or part of a single invoice on its due date, the Products must, at the Seller’s request, be immediately returned to the Seller, at the Buyer’s expense and risk, the Products in the Buyer’s possession being deemed to be those unpaid.
Where applicable, the Buyer shall allow the Seller or any person authorised by the Seller to enter the Buyer’s premises and/or business for the purpose of collecting the unpaid Products, subject to normal opening hours. If, despite an express prohibition to do so, the Buyer resells the Products subject to the retention of ownership, the Seller’s claim shall automatically be transferred to the claim for the price of the Products thus sold by the Buyer. To this end, the Buyer agrees to transfer to the Seller all claims arising from the resale of unpaid Products subject to retention of ownership.
Therefore, in the event that the Buyer is the subject of receivership or liquidation proceedings, the Seller reserves the right to reclaim, as part of the receivership or liquidation proceedings, the Products sold and remaining unpaid for, in accordance with the legal and/or regulatory provisions in force.
ARTICLE 11. Acceptance and inspection of the Products
Upon receipt of the Products, the Buyer undertakes to verify the quantity, quality and condition of the Products before accepting their delivery.
The Buyer shall notify the carrier by registered letter with acknowledgement of receipt of any damage or partial loss of the Products during delivery within three (3) days of delivery, in accordance with Article L.133-3 of the French Commercial Code. A copy of this letter must be provided to the Seller upon first request. Otherwise, the Seller cannot be held responsible.
In the event that the carrier does not provide proof of having given the Buyer the opportunity to effectively verify the good condition of the Products, only Private Buyers shall benefit from the ten (10) day period provided for in Article L224-65 of the French Consumer Code.
The Buyer shall be responsible for providing full proof of any defects or anomalies found. The Buyer must give the Seller every opportunity to identify and remedy such defects. The Buyer shall refrain from intervening personally or having a Third Party intervene for this purpose.
Weights and measures at the point of despatch will be taken as proof of the quantities delivered.
In the event of an obvious defect or non-conformity in the Products delivered, duly acknowledged by the Seller under the conditions set out above, the Buyer may obtain the replacement of the Products free of charge and as soon as possible, to the exclusion of any refund, compensation or damages.
In the absence of any reservations expressly expressed by the Buyer at the time of delivery in accordance with the terms and deadlines referred to above, the Products delivered by the Seller shall be deemed to be in conformity with the Order in terms of both quantity and quality.
ARTICLE 12. Legal and commercial guarantees
12.1. All Buyers of Products automatically benefit from the following legal guarantees:
- The legal guarantee of conformity concerning obvious defects under the conditions described in Article 11 “Acceptance and inspection of the Products”;
- The legal guarantee against hidden defects resulting from a material, design or manufacturing defect affecting the delivered Products and rendering them unfit for use, the conditions of which are described in Article 1644 of the French Civil Code.
12.2. In addition to the above guarantees, Private Buyers benefit from an additional guarantee of conformity, the terms and conditions of which are as follows:
Under the terms of the legal guarantee of conformity, Private Buyers:
- have a period of two years from delivery of the goods to take action against the Seller;
- can choose either to have the ordered Product repaired or replaced, subject to the cost conditions provided for in Article L 217-9 of the French Consumer Code;
- are exempted from proving the non-conformity of the Product(s) during the twenty-four months following the delivery of the Product, except in the case of second-hand goods, for which the period is extended to six months (Article 217-7 of the French Consumer Code).
The legal guarantee of conformity applies independently of any commercial guarantee that may cover the Product.
The Buyer may decide to invoke the guarantee against hidden defects in the Product in accordance with Article 1641 of the French Civil Code; in this case, the Buyer may choose to cancel the sale or reduce the purchase price in accordance with Article 1644 of the French Civil Code.
In order to exercise his/her rights, the Buyer must notify the Seller, in writing, of the non-conformity of the Products within the aforementioned time limits and return the Product in question in the condition in which it was received, with all its accessories, packaging, instructions, etc.
The Seller shall refund, replace or arrange for the repair of any Product or part covered by the guarantee which is found to be non-compliant or defective. In the event of delivery, the cost of delivery will be refunded according to the invoiced rate.
Refunds for Products found to be non-compliant or defective will be made as soon as possible and in any event no later than 15 days following the Seller’s confirmation of the non-compliance or hidden defect.
The refund will be made by a bank transfer to the Buyer’s bank account or by cheque sent to the Buyer.
12.3. The Seller shall provide a commercial guarantee on the Products subject to the following conditions.
The Buyer is responsible for reminding the End User of the terms of this guarantee in the event that the Products are resold.
The Electromagnetic Polarity Inverter (E.P.I.) comes with the following guarantees:
- The device is guaranteed for THIRTY years from the date on which it is purchased by the End User;
- The power supply is guaranteed for TWO years from the date on which it is purchased by the End User.
The Geomagnetic Polarity Inverter (G.P.I.) comes with the following guarantees:
- The device is guaranteed for THIRTY years from the date on which it is purchased by the End User.
12.4. However, all of the above guarantees, whether of a legal or commercial nature, shall not apply in the following cases:
- For any apparent defect not reported by the Buyer within the time limit and in the manner set out in Article 11 “Acceptance and inspection of the Products”;
- If the Products have not been used as intended by the Buyer or the End User in accordance with the instructions communicated to the Buyer, in the event of inadequate maintenance, negligence on the part of the End User or wilful damage by the End User or a Third Party;
- For any defect or deterioration caused by natural wear and tear or by an accident occurring during the use of the Products by the Buyer or any other User, unless the cause of the accident is attributable to a hidden defect in the Product;
- If the Product is installed, handled or moved incorrectly;
- If the Product has been tampered with or modified by the User or a Third Party, in particular by opening the device or the seal on the device or by deliberately damaging the Product;
- Any event falling within the scope of force majeure.
ARTICLE 13. Limitation of liability
In the event of damage resulting from the Seller’s failure to fulfil its obligations, the Buyer, whether Professional or Private, undertakes to take all necessary steps and measures as soon as possible to limit the damage. Failure by the Buyer to comply with the foregoing may render the Buyer liable and/or limit the Seller’s liability.
With regard to Professional Buyers, the Seller shall in no event be liable to pay compensation for indirect and/or consequential damages suffered by the Buyer, such as loss of turnover, profit margins, customers or reputation, or for failure to achieve the return on investment expected or hoped for by the Professional Buyer as a result of the use of the Products.
In any event, in cases where the Seller’s liability is invoked by a Professional Buyer, the maximum amount of compensation payable by the Seller shall not exceed the amount of the Order in question, excluding VAT.
ARTICLE 14. The Buyer’ commitment as a Product distributor
14.1 Professional Buyers who distribute the Seller’s Products to Third Parties agree to provide the Seller with all information relating to product warranties and guarantees, as well as limitations on the Seller’s liability towards its Customers.
14.2 The Buyer is free to provide additional guarantees to its Customers, at its own expense and risk. The guarantees provided by the Buyer are not binding on the Seller, who may not be held liable in this respect.
ARTICLE 15. Cancellation rights for Private Buyers
In accordance with current legislation, Private Buyers have a period of fourteen (14) days from receiving the Product to exercise their right to cancel the Sales Contract, without having to give any reason or pay any penalty, for the purposes of an exchange or refund, provided that the Products are returned in their original packaging and in perfect condition within fourteen (14) days of notifying the Seller of their decision to cancel.
Products must be returned in their original condition, including all packaging, accessories and instructions, so that they can be marketed as new. They must also be accompanied by the original invoice.
Damaged, dirty or incomplete Products cannot be returned.
However, the cancellation right cannot be exercised for personalised Products.
This cancellation right may be exercised by sending a letter to the following address: 8 boulevard de l’épervière 49000 ECOUFLANT, France, using the attached cancellation form, or any other unambiguous statement expressing the wish to cancel the Sales Contract.
If a Private Buyer exercises his/her cancellation right within the aforementioned period, only the price of the Product(s) purchased and the delivery costs will be refunded; the cost of returning the Product(s) will be borne by the Private Buyer.
Any exchange (subject to availability) or refund will be made within fourteen (14) days of the Seller receiving the Products returned by the Private Buyer in accordance with the conditions set out in this Article.
ARTICLE 16. Force majeure
In the event of Force Majeure, as defined below, neither Party shall be liable to the other Party for any losses or damages resulting from any delay or failure to perform its obligations if such performance has been suspended or rendered impossible by the occurrence of the event of Force Majeure.
According to Article 1218 of the French Civil Code, a case of Force Majeure is any event beyond the debtor’s control, which could not reasonably have been foreseen at the time the contract was entered into, and the effects of which could not have been avoided by appropriate measures, and which prevents the debtor from fulfilling its obligations.
The Party invoking Force Majeure shall notify the other Party by any means within a maximum of forty-eight (48) hours.
Following this notification, the Parties agree to meet in order to examine the consequences of the event of Force Majeure and the solutions that would enable the continuation and execution of the Sales Contract.
The Party affected by the event of Force Majeure shall endeavour to remedy the situation as soon as possible. However, if the event of Force Majeure continues for more than thirty (30) days, the Sales Contract may be terminated ipso jure at the initiative of the most diligent Party.
ARTICLE 17. Intellectual Property
17.1 The Seller retains exclusive ownership of the intellectual and industrial property rights and ownership of the techniques and methods belonging to it, as well as any improvements or additions it may make to them.
The Buyer must not directly or indirectly infringe or contest any intellectual or industrial property rights held by the Seller. More specifically, reverse engineering is strictly prohibited.
It is hereby specified that the Product Order does not confer any right of ownership over the Seller’s intellectual and industrial property rights.
With the exception of Orders for personalised Products, Products are sold under the Seller’s brand name. It is understood that the Product Order does not imply any transfer of rights from the Seller to the Buyer.
In addition, if the Buyer is a Professional Distributor, it shall benefit from a non-exclusive right to use and duplicate the E.P.I. & G.P.I. brand names trademarks and the communication and information materials relating to the Products, valid exclusively on French territory, for the sole purpose of promoting, distributing and selling the Products ordered from the Seller.
17.2 Should the Buyer request that the Products be personalised, the Buyer shall send the Seller the sign(s), logo(s) or equivalent to be reproduced.
In the event that this sign/logo is protected by an intellectual property right, the Buyer expressly grants the Seller a non-exclusive right to reproduce this sign/logo, valid on French territory, for the sole purpose of personalising the products ordered and the associated communication media.
Furthermore, the Buyer expressly guarantees the Seller that the sign/logo does not infringe the rights of any Third Party. However, if a Third Party contests the sign or logo used to personalise the Product, the Buyer shall indemnify the Seller against any possible claims, without prejudice to compensation for the Seller’s losses or damages in this respect.
ARTICLE 18. Insurance
18.1 The Seller is the holder of an insurance policy taken out with a recognised insurance company in order to cover the financial consequences of its liability for any direct damage it may cause.
18.2 In the event that the Professional Buyer is required to resell and/or install the Seller’s Products, it shall ensure that it holds an insurance policy adapted to the risks inherent in such activities. The Seller shall not be liable for any damage caused by the Buyer’s services in connection with the resale and/or installation of the Products.
ARTICLE 19. Resale
The Buyer is free to determine the resale and installation price of the Products ordered from the Seller. The Seller will merely suggest a recommended retail price.
ARTICLE 20. Sub-contracting
The Seller is free to sub-contract all or part of the performance of its obligations under the Sales Contract, at its own expense and under its own responsibility.
ARTICLE 21. Personal Data
During the negotiation, conclusion and execution of an Order and the provision of services, the Seller may collect and process personal data relating to the Buyer and, in the case of a Professional Buyer, its employees and directors. The personal data that may be collected and processed includes surname, first name, contact details (email and telephone numbers, postal address) and job title/position.
When processing such data, the Seller undertakes to comply with the applicable legislation, in particular the European General Data Protection Regulation 2016/679 (known as the GDPR) and the French Data Protection Act of 6 January 1978 in force. More specifically, the Seller undertakes to use them solely for the purpose of providing the services ordered and to enable it to fulfil and comply with its legal and regulatory obligations. Any processing carried out by the Seller is limited to the collection, recording, modification, organisation, storage, extraction, consultation, backup and hosting of data. The Seller undertakes not to transfer data outside the European Union. The Seller declares that it has taken appropriate technical and organisational measures to ensure the security and integrity of the personal data concerned. The Buyer acknowledges that the Seller may communicate some of his/her/its data to Third Parties, such as (i) professional partners involved in the provision of the services ordered, such as carriers, and (ii) service providers responsible, in particular, for hosting and maintaining the Seller’s IT systems. The Seller undertakes to process the data for the time strictly necessary for the purposes for which they are to be used. The data will also be kept in temporary archives for a maximum of 10 years from the date of completion of the services provided. This is to enable the Seller to keep proof of the services provided for the duration of any liability period or legal guarantee.
Any person whose data is collected shall have the right to access, rectify, delete and oppose the collection and processing of their data, which may be exercised by any means by sending a request to the Seller (see the contact details in the Preamble). Customers may also submit a complaint to the CNIL (Commission Nationale Informatique et Liberté – French Data Protection Authority) in writing (3 Place de Fontenoy – TSA 80715 – 75334 PARIS CEDEX FRANCE) or online (https://www.cnil.fr/fr/plaintes).
ARTICLE 22. Confidentiality
Confidential information (hereinafter referred to as “Confidential Information”) is any information, data, including personal data, documents of any nature whatsoever, in particular technical, financial, commercial or accounting information, communicated by either Party to the other Party, in writing or orally, prior to the execution of an Order or during its execution, relating to the Parties, the Order and the Services provided by the Seller. The Seller and the Buyer agree to maintain the strictest confidentiality with respect to such Confidential Information for the duration of the performance of the Services ordered and, in particular, (i) not to disclose any Confidential Information relating to the other Party to any person without the prior written consent of the other Party, unless such disclosure or use of this Confidential Information is required by law, a regulation or a judicial or administrative decision or, in the event of a dispute, is necessary to prove compliance with its obligations under the GTCs and in accordance with an Order, (ii) not to use the other Party’s Confidential Information for any purpose other than the execution of an Order or the provision of a Service, and (iii) to return the Confidential Information upon the simple request of the Party having disclosed the Confidential Information.
Each Party shall ensure that its representatives and employees comply with the provisions of this Article.
ARTICLE 23. Severability
If any part of the GTCs is declared null and void, in particular as a result of a final court decision or the entry into force of a legal or regulatory provision, the relevant provisions shall be deemed not to have been written, without prejudice to the validity and binding nature of the remaining provisions.
ARTICLE 24. Jurisdiction and Applicable Law
24.1 These General Terms and Conditions of Sale are expressly governed by French law.
For Sales Contracts concluded exclusively with a Private Buyer, it is expressly provided, in application of Article 6 paragraph 2 of the Brussels I bis Regulation, that the application of French law shall not have the effect of depriving the Buyer of any more favourable provisions provided for by the law of his habitual residence, provided that the said law stipulates that there can be no derogation from these provisions.
These GTCs are written in French and may be translated by BFL® INTERNATIONAL into any other language, the French version prevailing in all circumstances in the event of contradiction between two versions or in the event of difficulties of interpretation.
24.2 Jurisdiction clause applicable to disputes with a Professional Buyer
In the event of a dispute arising between the Parties as to the validity, interpretation, performance or termination of this Contract, the Parties shall attempt to resolve their dispute amicably.
Should the Parties fail to settle the dispute amicably within thirty (30) days of one of the Parties sending a registered letter with acknowledgement of receipt setting out the alleged grievances, THE DISPUTE WILL BE SUBMITTED TO THE COMMERCIAL COURT OF ANGERS or, in the sole event that the subject of the dispute cannot be submitted to this court, to the competent court within the jurisdiction of the Court of Appeal of ANGERS, including in summary proceedings or in the case of multiple defendants.
In order to be admissible, any action brought by the Professional Buyer on the basis of these General Terms and Conditions and the Orders placed pursuant to them must be brought before the competent courts within a maximum period of one (1) year, in accordance with Article 2254, paragraph 1 of the French Civil Code.
24.3 Jurisdiction applicable to disputes with a Private Buyer
Any disputes that may arise from the purchase and sale transactions concluded in application of these General Terms and Conditions of Sale, with regard to their validity, interpretation, execution, termination, consequences and effects, and which cannot be resolved amicably within thirty (30) days after one of the Parties has sent a registered letter with acknowledgement of receipt setting out the alleged grievances, shall be submitted to the competent courts under the conditions of common law.
Private Buyers are hereby informed that, in the event of a dispute, they may, in any event, seek conventional mediation, in particular with the Consumer Mediation Commission (Commission de la médiation de la consommation), in accordance with the provisions of Article L. 612-1 of the French Consumer Code, or with the existing sectoral mediation bodies, or any other alternative dispute resolution method (e.g. conciliation).
Annex I: products
Electromagnetic Polarity Inverter (I.P.E® – inverseur de polarité électromagnétique):
A process that combats rising damp (capillary action).
|Action range – area (m2)
|Action range – area (m2)
Geomagnetic Polarity Inverter (I.P.G® – inverseur de polarité géomagnétique):
A process that combats rising damp (capillary action).
|EFFECTIVE DIAMETER (M)
Annex II: GUARANTEE OF CONFORMITY – LEGAL GUARANTEE AGAINST MATERIAL AND MANUFACTURING DEFECTS
Article L217-4 of the French Consumer Code
The Seller must deliver the Goods in accordance with the Sales Contract and is liable for any defects or non-conformities existing at the time of delivery. The Seller shall also be liable for any failure to comply with packaging, assembly or installation instructions, if these have been entrusted to the Seller under the Sales Contract or if they have been carried out under the Seller’s responsibility.
Article L217-5 of the French Consumer Code
[The goods are deemed compliant if they meet the following criteria:]
- They are fit for the purpose normally expected of similar goods and, where applicable, correspond to the description given by the Seller and possess the qualities and characteristics that the Seller has presented to the Buyer in the form of a sample or model and possess the qualities and characteristics that a Buyer may legitimately expect having regard to the public statements made by the Seller, the manufacturer or its representative, in particular in advertising or on the labelling.
- Or they have the characteristics defined by mutual agreement between the Parties or are suitable for any special use requested by the Buyer, brought to the attention of the Seller and accepted by the Seller.
Article L217-12 of the French Consumer Code
Any action relating to non-conformities must be brought within two years of the delivery of the goods.
Article L217-16 of the French Consumer Code
If, during the term of the commercial guarantee granted to the Buyer at the time of the purchase or repair of a movable item, the Buyer requests the Seller to carry out a repair covered by the guarantee, any period of immobilisation of at least seven days shall be added to the remaining term of the guarantee. This period shall run from the date on which the Buyer requests the repair or from the date on which the goods in question are made available for repair if the goods are made available after the request for repair.
Article 1641 of the French Civil Code
The Seller shall be liable for any hidden defects in the goods sold which render them unfit for the purpose for which they are intended, or which impair that purpose to such an extent that the Buyer would not have purchased them, or would have paid a lower price for them, if he/she had been aware of them.
Article 1648, paragraph 1 of the French Civil Code
Any action for critical defects must be brought by the Buyer within two years of discovering the defect.