GENERAL TERMS AND CONDITIONS
BFL® INTERNATIONAL
Preamble:
BFL® INTERNATIONAL is a simplified share company with a capital of €10,000 (ten thousand euros), whose registered office is located at 4 rue Joseph Cugnot – 49130 St Gemmes-Sur-Loire, registered in ANGERS under the number 882 097 322, represented by Mr. Olivier Baylé, as president.
BFL® International’s business activities, in France and abroad, include the design, development, production, marketing and distribution of treatment devices against capillary ascent.
BFL® International is the publisher of the website www.bfl-international.com (the “Website“).
BFL® International can be contacted by e-mail at the following address contact@bfl-international.com and by telephone at + 33 (0) 259 100 366
ARTICLE 1 Enforceability of the general terms and conditions
These general terms and conditions (the “GTC’s“) form the basis of the commercial negotiation and apply to any order for Products (the “Order“). They shall prevail over any provision contained in any other document, prospectus, catalogues or photographs of the Products, which are for information purposes only. The GTC’S may be supplemented by special terms and conditions of sale.
BFL® International may amend its GTC’S at any time. The GTC’S in force at the time of the Order will apply.
The GTC’S are systematically sent or given to each buyer (the “Buyer“) when each request for Products is made, in order to enable him/her to confirm his/her Order. The complete identity of the Purchaser is detailed on his/her profile on the Website.
The fact that BFL® International does not avail itself of any of the provisions of these GTC’S cannot be interpreted as a waiver of the right to avail itself of any of the said conditions at a later date.
The GTC’S 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 difficulty of interpretation.
ARTICLE 2 Products
BFL® International markets the following products in particular:
– the electromagnetic polarity inverter (I.P.E®), a device emitting very low frequency electromagnetic fields (not affecting health) water molecules present in the walls to fall back by gravity, of which it is the exclusive owner.
– the Geomagnetic Polarity Inverter (I.P.G®), a device using the electromagnetic field to reverse the polarity of water molecules, making it possible to stop all upwelling by capillarity, of which it is the exclusive owner.
The description of the Products ordered will be transmitted to the Buyer on the Order confirmation.
The Buyer may not claim any compensation for the modification or cessation of the manufacture or marketing of a Contractual Product decided by BFL® International.
If the Buyer has opted, by any means, to personalize the Seller’s Products, the Products will reproduce the signs (trademarks, logo, denomination, trade name, etc.) of the Buyer.
For the purposes of personalization, the Buyer shall communicate to the Seller the sign(s) that it wishes to affix to the Products and the communication media. The Buyer is solely responsible for the choice of these signs and guarantees the Seller that they do not infringe the rights of third parties.
The signs must be communicated to the Seller in pdf format as soon as possible.
ARTICLE 3 Order
The Buyer sends his order to the Seller by email or orders directly on the Website with his login and password, taking care to specify the product references and quantities of products by reference.
Before the validation of his Order, the Buyer will have to tick a box to accept the Seller’s Terms and Conditions of Sale.
The Seller acknowledges receipt of the Order by email and sends the Buyer an invoice, accompanied by the GTC’S. This invoice will include the identification of the Products and their quantity.
The Order shall become final upon receipt of the invoice and the GTC’S by the Buyer. A definitive Order may only be cancelled and/or modified with the agreement of both Parties.
The validation of the Order by the Buyer implies the acknowledgement of having full knowledge of it and the renunciation of its own terms and conditions of purchase.
The Vendor reserves the right to refuse an Order or to suspend its execution in the event of late payment or non-payment of a previous Order.
ARTICLE 4 Price
The schedule of unit prices is annexed to these GTC’s. The prices applicable to an Order are those in force on the day of dispatch by the Buyer of his order.
Prices are indicated in Euros and exclude taxes, and include delivery costs.
Prices are increased by VAT at the applicable rate, any change in the applicable VAT rate being automatically passed on to the Buyer’s invoice.
BFL® International reserves the right to offer the Buyer discounts, rebates, rebates, discounts depending in particular on the number of Products purchased. They will appear on the invoice.
ARTICLE 5 Payment
5.1 Modalities
No Order can be confirmed without full payment of the Price.
The Vendor’s invoices are payable in euros, by cheque, bank transfer (to the Vendor’s account whose bank details will have been sent to the Buyer) or credit card.
5.2 Delay or fault
BFL® International will retain ownership of the Products and will not make any Deliveries until full payment of the price by the Buyer.
In the event of a delay in payment of more than 30 days following the delivery date determined between the Parties, BFL® International reserves the right to cancel the Order.
Any delay in payment will automatically result in the application, by operation of law, of late payment penalties calculated on the basis of 3 times the legal interest rate in force on the due date. This penalty shall be based on the totality of the price not paid on the due date and shall run until the date of full payment of the price in principal, costs and accessories. These penalties will be payable simply by the due date of the term, without the need to issue a prior formal notice.
In accordance with Article D441-5 of the French Commercial Code, an indemnity for collection costs is due, as of right, and without prior notice in the event of late payment. The amount of the indemnity is set by decree at 40 euros. If the collection costs are higher than this fixed amount, additional compensation shall be due upon presentation of supporting documents.
ARTICLE 6 Invoicing
An invoice is established for each Order and delivered by email by the Seller after validation of the Order.
ARTICLE 7 Delivery
7.1 Delivery terms and conditions
Delivery times are 15 calendar days from the validation of the Order by the Seller.
Delivery times are indicative. Any delay in delivery shall not, except in the event of gross negligence on the part of the Seller, give rise to the cancellation of the corresponding order.
Depending on the quantity ordered, the Seller reserves the right to divide the delivery into several shipments. In this case, the delivery time could be modified, of which the Buyer will be informed.
Orders are delivered to the delivery address indicated by the Buyer at the time of his order, in the world. The Seller is not responsible for any difficulties that may result from an error/omission by the Buyer concerning the indication of the delivery address.
The packaging of the products for delivery is carried out by the Seller, in accordance with the applicable regulations, under his responsibility and at his expense. If the Buyer wishes a particular packaging, he must notify the Seller before the validation of the quotation and pay the costs resulting from this particular packaging.
The products are delivered by a carrier chosen by the Seller, at its expense and risk.
7.2 Transfer of ownership and transfer of risk
The transfer of ownership occurs after full payment (principal and accessories) of the Price of the Products by the Buyer.
The transfer of risks takes place, at the moment when the carrier delivers the Products to the Buyer, at the address indicated on the order form, in accordance with the Delivery Duty Paid Incoterms 2020 Incoterm.
Any delivery difficulty due to an error of address will remain the full responsibility of the Buyer, who will have to bear the costs related to the re-routing of the Products delivered to an incorrect address. The Buyer shall also bear the financial burden of any consequences related to this address error.
ARTICLE 8 Reception and control of Products
The Buyer undertakes, upon receipt, to check the quantity and quality of the products before taking delivery.
All apparent defects (including reference errors and missing products) must be mentioned on the transport receipt and be confirmed to the carrier by any written means within 7 working days of receipt.
It will be up to the Buyer to provide any justification as to the reality of the defects or anomalies observed. The Buyer must allow BFL® International every facility to proceed with the observation of these defects and to remedy them. He shall refrain from intervening himself or having a third party intervene for this purpose.
The weights and measures at departure are proof of the quantities delivered.
After this period, no complaint other than that relating to the legal guarantee or a hidden defect will no longer be admissible.
In the event of an apparent defect or non-conformity of the Products delivered, duly noted by BFL® International under the conditions provided for above, the Buyer may obtain a replacement free of charge, excluding any reimbursement, indemnity or damages.
Subject to rules of public order, hidden defects and non-conformities must be notified to the Seller by registered letter with acknowledgement of receipt within 7 days from the date of their discovery.
ARTICLE 9 Warranty and after-sales service
9.1 Warranty to the Buyer
The Seller undertakes to deliver the products in accordance with their descriptions (Seller’s catalogue) and the applicable legal rules.
The Seller undertakes to rectify or replace products with an apparent defect (subject to notification within the aforementioned time limits) or a non-apparent defect (latent defect, lack of conformity), provided that the defect is not the result of a breach by the Buyer of its obligation to use and install the products in accordance with their intended use.
If the Purchaser is an intermediary and does not resell the products directly to the End User, the Purchaser is free to grant additional guarantees at its own expense and risk. Warranties granted by the Buyer are not binding on the Seller.
The warranty shall not apply in the following cases:
– For any apparent defect, not reported by the Buyer within 7 (seven) days following receipt of the Products, as mentioned above
– When the use of the Products by the Buyer or the user of the Products (the “User“) has not been normal and in conformity with the prescriptions communicated to the Buyer.
– For any defect and 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 a latent defect in the Product.
9.2 Warranties to the User
The Seller grants the End User the warranty described below. This warranty is in addition to the legal warranties applicable to the benefit of the End User and in particular the warranty for hidden defects pursuant to articles 1641 and following of the Civil Code and the warranty of conformity pursuant to articles L.217-4 and following of the Consumer Code.
It is the Buyer’s responsibility to remind the End User of the terms of this guarantee when reselling the products. If the Buyer is an intermediary and does not resell directly to the End User, it is the Buyer’s responsibility to remind its own Buyer of the terms of this warranty and to instruct it to notify the End User.
The I.P.E®. product benefits from the following guarantees:
– The device is guaranteed THIRTY years from the date of purchase by the End User.
– The power supply is guaranteed TWO years from the date of purchase by the End User.
– The guarantee is not applicable if the defect results from :
– Opening of the device or sealing of the device by the end user or a third party.
– Equipment has been intentionally damaged by the End User or a third party
– From a situation of force majeure
– Non-compliant installation by the Buyer or a third party authorized by the Buyer.
The I.P.G® product benefits from the following guarantees:
– The device is guaranteed THIRTY years from the date of purchase by the End User.
The guarantee is not applicable if the defect results from :
– A displacement of the device, by the End User or a third party.
– Equipment has been intentionally damaged by the End User or a third party
– From a situation of force majeure
– Non-compliant installation by the Buyer or a third party authorized by the Buyer.
The Buyer is free to grant additional guarantees to the End User at his own expense and risk. Warranties granted by the Buyer are not binding on the Seller.
ARTICLE 10 Obligations of the Buyer regarding the use of the Product
The products sold by the Seller must be used in accordance with the use for which they are intended and in compliance with the rules of installation and use communicated by the Seller at the latest upon delivery of the order.
The Seller shall not be held liable for the consequences (bodily injury, material or immaterial damage, etc.) of a failure by the Buyer to comply with the conditions of installation and use of the products. Moreover, the Seller is not held and is not responsible for any indications (written or oral) communicated by the Buyer to third parties concerning the products.
ARTICLE 11 Resale
The Buyer freely determines the resale and installation price of the products he orders from the Seller. The Seller shall suggest a recommended retail price to the Buyer.
ARTICLE 12 Subcontracting
The Seller is free to subcontract, in whole or in part, the performance of its obligations, at its expense and under its responsibility.
ARTICLE 13 Liability
Under no circumstances shall BFL® International be held liable for any damages incurred as a result of using the Products, unless provided for under the provisions of articles 1386-1 et seq. of the French Civil Code and Council Directive 85/374 EEC of 25 July 1985 concerning defective products.
ARTICLE 14 Force majeure
The Parties shall not be liable for non-performance or delays in performance resulting from a situation of force majeure within the meaning of Article 1218 of the Civil Code.
In the event of the occurrence of an event of force majeure, the Party whose contractual obligations are affected shall inform the other Party as soon as possible in view of the situation in question. The affected contractual obligations shall be suspended for the duration of the force majeure event in question. The other obligations of the Parties shall be maintained as far as possible.
ARTICLE 15 Insurance
The Buyer may be required to resell and install the Seller’s products in the homes of third parties. In any case, he will be led to advise third parties (end user or not) concerning the installation and use of the Vendor’s products.
A bad installation or a bad information is likely to present risks for the third parties and/or their goods, independently of the quality of the products. Consequently, the Buyer undertakes to insure its activity concerning the resale and (if applicable to the Buyer) the installation of the Seller’s products, taking into account in particular the fact that it is a service provider and therefore incurs professional liability.
ARTICLE 16 Intellectual property
The Buyer acknowledges BFL® international’s right to the following trademarks and industrial property rights:
– the BFL® trademark, a Community trademark registered with the EUIPO, under number 018225886 .
– the I.P.E® trademark, a Community trademark registered with the EUIPO, under number 018225888.
– the I.P.G® trademark, a Community trade mark registered at EUIPO under number 018225418.
– the copyright on all the elements of communication transmitted to the Purchaser
The Buyer shall refrain from using the logos, trademarks and more generally any distinctive sign of BFL® International, in any manner whatsoever and on any medium whatsoever, without the prior express written authorization of BFL® International.
The Buyer shall not acquire any rights to the intellectual and/or industrial property rights of BFL International in any way whatsoever.
Products sold under the Seller’s brand name. It is understood that the order does not entail any assignment of the Seller’s rights to the Buyer’s intellectual property rights.
The Buyer benefits from a non-exclusive right to reproduce the communication and information elements relating to the Products, for the sole purpose of promoting and distributing the Products ordered from the Seller.
The Buyer has the right to use the I.P.E® and I.P.G® brands, for the sole purpose of reselling the Products.
When the Buyer has opted for customized products under its brand/name/trade name/sign, the Buyer guarantees the Seller that the sign concerned does not infringe the rights of third parties.
The Buyer grants the Seller a non-exclusive right to reproduce this sign, for the sole purpose of personalizing the products and communication media.
ARTICLE 17 Communication media
The Seller shall provide the Buyer free of charge, upon delivery of the order, with a set of communication media. The Buyer is free to use or not to use these communication media. The Seller does not guarantee the commercial success of these products if these supports are used.
ARTICLE 18 Independence of clauses
Should any part of the GTC be invalid as a result, in particular, of a court decision that has become final or of the entry into force of a legal or regulatory provision; the provisions concerned shall be deemed to be unwritten without affecting the validity and binding force of the other provisions.
ARTICLE 19 Jurisdiction and applicable law
In the event of litigation and except for rules of public order, the Parties attribute jurisdiction to the courts within the jurisdiction of the Tribunal Judiciaire of Angers.
The present GTC’S are subject to French law to the exclusion of the rules of conflict of laws, directives and agreements that may lead to the application of other legislation.