FRANCK & LYS SARL is a limited liability company under French law with a share capital of 10,000 euros, registered in the Paris Trade and Companies Register under number 753 129 535 and whose registered office is at 27 RUE DE MENILMONTANT 75020 PARIS, represented by Mr. JIANG FENG (the “Seller”).
The Seller's intra-community VAT number is FR15 753 129 535.
The Seller can be reached at the following contact details:
- 27 RUE DE MENILMONTANT 75020 PARIS
Article 1 - SCOPE
These general conditions of sale (the “General Conditions”) apply to the sale of products marketed by the Seller (the “Products”) to any professional client acting within the framework of his activity and wishing to benefit from it (the “Client ").
The General Conditions provide in particular the conditions of purchase, payment and delivery of the Products ordered by the Customer. The Customer can refer to the description of each Product appearing in the Seller's catalog in order to know the characteristics of the latter.
The placing of an order for Products implies, on the part of the Customer, the prior acceptance without restriction or reservation of the General Conditions, of which the Customer declares to have taken cognizance.
The General Conditions are applicable notwithstanding any stipulation to the contrary appearing in all documents issued by the Customer, and in particular in his general conditions of purchase.
The General Conditions are applicable subject to any stipulation to the contrary appearing in the order form or to special conditions, where applicable, concluded between the Seller and the Customer concerned.
Article 3 - ORDERS
3.1 Placing an order
Any Customer wishing to place an order with the Seller must complete and sign an order form summarizing in particular the essential characteristics of the Product (s) ordered, the total price, the terms of payment, the deadline or the duration indicative of delivery, any delivery restrictions and an order tracking number.
In the event of the sale of Products whose manufacture is undertaken on the Customer's special order, the order is preceded by the establishment of a detailed estimate, valid for 1 month from the date of creation, mentioning the price or the method of calculating the price and the acceptance and signature of which by the Customer is then equivalent to an order form.
The order confirmation takes place upon signature of the order form by the Seller or sending by the latter of an order confirmation email, the order thus becoming firm and final.
No order can therefore be modified or canceled without prior written agreement between the Seller and the Customer.
In the event of cancellation by the Customer of a confirmed order, for any reason whatsoever, and without prejudice to any additional damages:
- the down payment possibly paid to the order by the Customer will automatically be acquired by the Seller and will not give rise to any reimbursement; Where
- a sum corresponding to 30% of the total price excluding tax of the Products will be due to the Seller and invoiced to the Customer.
3.2 Control of orders
Each Customer guarantees the sincerity and accuracy of the information provided for the purposes of his order and undertakes to notify the Seller of any possible modification.
To fight against fraud, the Seller or its payment or delivery providers may be required to request additional proof from the Customer (in particular proof of address and / or copy of identity document) or to establish contact with the latter, at the time acceptance and / or dispatch of the order. In the event of an unjustified refusal by the Customer to provide the information and / or supporting documents requested, the Seller reserves the right to not accept or cancel the order without this being the subject of any dispute.
The Seller also reserves the right not to accept or cancel the order of any Customer who has provided incorrect information, who does not proceed to payment for the Products, with whom there is a dispute relating to the payment of a previous order or which would present an abnormally high order level.
The Seller also reserves the right to refuse any order for an amount less than 1 euros.
Article 4 - PRICE CONDITIONS
The Products are marketed at the Seller's catalog price in effect on the day the order form is signed, expressed in euros excluding taxes and costs.
The prices are firm and not revisable during their period of validity, the parties expressly waiving the right to avail themselves of the provisions of article 1195 of the Civil Code.
Any costs of transport, delivery, order processing (postage, packaging, preparation of the package, optional services subscribed by the Customer) and other costs, interest and commissions are indicated on the order form and are established according to the place and method of delivery selected by the Customer, as well as the type of Product and / or the quantity of Products ordered by the Customer.
Any particular request from the Customer subsequent to the signing of the order form and generating costs (packaging, transport, etc.) will be subject to additional invoicing to the Customer.
When the Products are not received by the Customer and must be returned, additional processing, shipping, transport and delivery costs may be invoiced to the Customer under the same conditions as those provided for in the order form.
The Seller reserves the right to modify its prices at any time for all Products which are ordered after this modification.
When the sale of the Products is carried out successively, billable on a regular basis and may be subject to tacit renewal, any change in the price of the Products takes effect during the next contractual period. In the absence of termination by the Customer before this takes effect, the new pricing will apply to the new contractual period.
Any price reductions, rebates and discounts may apply to the Products under the conditions provided for in the Seller's catalog or in any other document communicated to the Customer. In the event of a promotional rate, the Seller agrees to apply this rate to any order placed during the promotion period.
Any change in prices resulting from an increase in value added tax or the creation of any new tax based on the price of the Products will be immediately and automatically applied.
Article 5 - BILLING AND PAYMENT CONDITIONS
In the case of specific services:
A deposit of 30% of the total price of the Products is invoiced by the Seller and payable to the Customer on the day the purchase order is signed, the balance being invoiced and payable on delivery of the Products.
All payment is made by bank transfer, bank card, direct debit, check from a bank established in France, or according to the conditions agreed between the Seller and the Customer in the order form.
If applicable, the Customer agrees to communicate any changes to occur in his bank domiciliation. Failing this, the Customer will be debited for the costs incurred by the return of unpaid items for change of domiciliation.
In the event of payment by promissory note or by accepted draft, due on the date indicated on the invoice, these must reach the Seller within fifteen (15) days from the date of delivery. Failure to comply with this provision will be assimilated to and will result in the same consequences as late payment.
In the event of early payment by the Customer, no discount will be applied. Under no circumstances may payments be suspended or be the subject of any compensation without prior written agreement between the Seller and the Customer. Any suspension, deduction or compensation made unilaterally by the Customer will be treated as a default in payment and will entail all the consequences of a late payment.
It is expressly agreed that the Customer is validly notified to pay by the sole exigibility of the obligation, in accordance with the provisions of Article 1344 of the Civil Code. In the event of late payment of any of the due dates, the Seller reserves the right in particular, without any compensation being due to the Customer, to:
- demand the immediate payment of all sums due for the Products, these becoming immediately payable regardless of their initially scheduled due date;
- refuse any new order or require, for any new order, cash payment or a guarantee for the proper performance of the commitments;
- charge any partial payment first to the non-privileged part of the debt and then to the sums whose due date is the oldest;
- reduce, suspend or cancel orders for Products in progress, 8 days after formal notice remained ineffective, made by the Seller to the Customer;
- apply, without prior notice, to all amounts due, from the first day of delay and until full payment, late payment penalties calculated at the rate referred to in Article L.441-6 of the Commercial Code; and or
- demand the payment of a lump sum indemnity of 40 € for collection costs, for each invoice paid late, and the payment of an indemnity equal to 10% of the sums remaining due to it on the Sales of Products, without prejudice to the compensation for any damage actually suffered.
The Seller will have the option to proceed to a settlement by set-off, as of right, and without formalities, of all the sums that he may owe, with the debts of the Customer towards him, whether or not the conditions of the legal compensation are constituted.
Article 6 - DELIVERY OF PRODUCTS
Delivery of the Products ordered by the Customer cannot take place until the Customer has made actual payment of the amount referred to in Article 5 above.
The Products can be delivered in the following geographical areas: Metropolitan France, and in the European Union.
Upon confirmation of the order and payment by the Customer, the Products will be shipped according to the method, to the address and within the delivery time shown in the order form with the corresponding invoice.
In this regard, the Customer undertakes to do everything possible to ensure proper receipt of the Products on the day of delivery. The cost of any new delivery will be borne by the Customer. In addition, in the event of a delivery error resulting from the communication of inaccurate information by the Customer (place of delivery, accessibility of the place or any other problem) resulting in the need to make a new delivery, the related costs will be invoiced. to the client.
With the Seller's prior consent, the Customer may collect the Products ordered from the location indicated by the Seller.
The delivery times provided for when ordering are given only as an indication depending on the availability of the Products ordered and the delivery times applied by the Seller's partners.
Delays in delivery, as far as they are reasonable, cannot give rise to any right to cancel the sale, to refuse the goods or to claim damages. In the event of a delay exceeding 15 days, the Customer will however be entitled to request the resolution of the sale, the deposits already paid will be returned to him by the Seller.
In the event of delivery outside mainland France, the Customer will be considered the importer of the Products and required to comply with the regulations of the country of delivery, it being specified that cross-border deliveries may, if necessary, be subject to an opening procedure and inspection by customs authorities.
6.2 Conformity of delivery
The number and condition of the Products must be verified by the Customer at the time of delivery.
The Seller will be required to take back the Products in the event of delivery of non-compliant or damaged Products upon delivery.
The Customer must make a contradictory written notice to the carrier for any apparent defects, missing or damaged products by clear, precise and complete reservations on the delivery note. The Customer must confirm his complaint with the Seller and the carrier by registered letter with acknowledgment of receipt within 1 day of delivery of the goods.
The Seller will validate the return request and send the Customer by email a return slip to be attached to the shipment of the Products.
The Customer must reship the non-conforming Product to the Seller as soon as possible.
Unless the exclusive responsibility of the Seller is incontestably established or if it is expressly recognized by the Seller, the costs and risks of return will be borne by the Customer. The Seller reserves the right to refuse the return if the Products are not in their original condition.
If the Customer fails to comply with the aforementioned procedure, the Customer will be presumed to have waived any action against the Seller and / or the carrier and to have received the goods in conformity and in good condition. The Seller will therefore not accept any complaints, returns or requests for credit from the Customer.
Article 7 - OWNERSHIP AND RISKS
7.1 - Retention of title
Notwithstanding the provisions of article 1583 of the Civil Code, it is expressly agreed with the Customer that the transfer of ownership of the Products delivered is suspended until full and effective payment of the price in principal, interest, taxes and all ancillary costs. . The delivery of drafts, bank checks or any other instrument creating an obligation to pay does not constitute effective payment in this regard.
Acceptance of deliveries or documents relating to such deliveries constitutes acceptance of this clause.
In the absence of payment of the price by the agreed deadline, the Seller expressly reserves the right to consider the sale resolved and to claim the said Products after formal notice by registered letter or a bailiff's summons that has remained ineffective within 30 days of their presentation.
As long as the Products do not belong to the Customer, he is prohibited from disposing of them, in particular from pledging them, exchanging them, transferring them as security. However, as a tolerance and for the sole needs of its activity, the Seller authorizes the Customer to resell the Products. The Customer therefore undertakes to inform its customers, professional resellers, of the existence of the retention of title clause applicable to the Products and of the right that the Seller reserves to claim, in their hands, either of the disputed Products, or the price.
The Customer also undertakes, in return, to carry out not only at the end of the financial year but permanently, by any means at his convenience, the identification of the Products under retention of title. The Customer must include in the assets of its balance sheet the Products subject to retention of title. Products pending sale are presumed unpaid up to the amount of the seller's claim according to the “first in, first out” (FIFO) rule, ie that any payment by the Customer will be allocated to the oldest Products and these will be the subject Products. of the last delivery which will always be considered as subject to retention of title.
Notwithstanding the fact that the Customer will not have ownership of the Products until effective payment is made, the risk of the Products will be transferred to the Customer under the conditions provided below. The Customer therefore undertakes to take all care in the custody and conservation of said goods.
The Customer immediately informs the Seller by any means ensuring perfect communication of any fact likely to compromise his right to property, in particular the opening of a safeguard procedure, liquidation or receivership, seizure or any other precautionary measure. In the event of the opening of a safeguard, liquidation or receivership procedure, the Customer undertakes to participate in the establishment of an inventory of the Products in his stocks and of which the Seller claims the ownership or the payment and to assist it effectively in the claim procedure lodged with the competent authorities. In the event of seizure or any other protective measure on the Products delivered by the Seller, the Customer will raise any protests against the third party and take all protective and enforcement measures.
All legal and judicial costs generated by the recovery of the Products subject to retention of title or their price will be borne by the Customer.
Article 8 - GUARANTEE
Any return of defective Products or for a material, design or manufacturing defect requires the prior written consent of the Seller. Unless the Seller's liability is incontestably established or if it is expressly recognized by the Seller, the costs and risks of return will be borne by the Customer. The Seller reserves the right to refuse the return if the Products are not in their original condition.
No return of Products for unsold will be accepted.
Any defective Product may be subject to repair, replacement by an identical or equivalent product, or a refund, depending on the solution that the Seller or the manufacturers concerned consider the most appropriate, except in the case of:
- alteration or modification of the Products;
- abnormal or improper use or use of the Products;
- defects and consequences related to use not in accordance with the use for which the Products are intended;
- faults and consequences linked to any external cause;
- normal wear and tear of the Products;
- non-compliance with the return procedure by the Customer.
In the event of a dispute over the guarantee of a Product, the parties must do their best to reach an amicable settlement of the situation.
In the absence of an amicable settlement and in the event of sufficiently serious non-performance by the Seller, the Customer may automatically terminate the sale and obtain, if necessary, damages from the Seller for the purposes of repairing the damage suffered, the Customer waiving in advance to request a forced execution in kind of Products by the Seller or a third party or a proportional reduction in the price, by express exemption from the provisions of articles 1221, 1222 and 1223 of the Civil Code.
Article 9 - RESPONSIBILITY
The Seller cannot be held liable in the event that the non-performance of its obligations is attributable to the Customer, to the unforeseeable and insurmountable fact of a third party to the contract or to a case of force majeure within the meaning of article 1218 of the Code. Civilian, including, but not limited to, unforeseeable events such as strikes, work stoppages, social unrest, plant closures, floods, fires, production or transport failure not resulting from personal acts, disruption of supply, wars, riots, insurrections and more generally any circumstance or event preventing the Seller from properly performing its obligations.
The Seller incurs no liability for any indirect or immaterial damage or prejudice such as financial prejudice, loss of opportunity, loss of profit, loss of contract, loss of order, loss of goodwill, operating loss, prejudice or disturbance. commercial or image damage, which could result from the delivery of non-compliant or defective Products or from the failure to deliver the Products.
The sale of Products and these General Conditions being in accordance with French legislation, the Seller's liability cannot be engaged in the event of non-compliance with the legislation of another country as soon as the Customer places an order for a Product from from another country.
In any event and in all return cases, if the Seller's liability should be retained, it may under no circumstances go beyond the purchase price of the goods paid by the Customer.
In accordance with the provisions of article 2254 of the Civil Code, any legal action by a Client against the Seller is affected by the limitation period at the expiration of a period of one (1) year following the date on which the Customer concerned has had knowledge or is presumed to have had knowledge of the harmful event.
Article 10 - INTELLECTUAL PROPERTY
The Seller is likely to be the holder of intellectual and / or industrial property rights relating to the Products sold to the Customer.
As soon as the Customer becomes aware of an infringement of the Seller's intellectual and / or industrial property rights, he must immediately inform the Seller in writing.
Article 11 - DURATION - TERMINATION
In the event of a one-off sale or in application of special conditions, these General Conditions are applicable for the duration of each sale of Products carried out between the Seller and a Customer or, where applicable, for the duration of the special conditions concluded with a Customer.
In the event of a successive sale, these General Conditions are applicable for an initial period of 1 year. In the absence of termination of these General Conditions within a period of 3 months preceding the end of this initial period, the sale of the Products and the General Conditions are tacitly renewed for a new period of a duration equivalent to the initial duration appearing on the order form, at the pricing conditions in force on the date of the renewal.
Without prejudice to the specific cases of termination provided for herein, the Seller or the Customer may terminate the General Conditions as of right early by sending a written notification:
- in the event of a case of force majeure referred to in Article 9 hereof;
- after having notified the other party in the event of a serious breach by the latter of its obligations or under the applicable laws and regulations, which has not been remedied within fifteen (15) days (when can be remedied) following written notification indicating the nature of the breach and the need to remedy it.
Article 12 - PERSONAL DATA
12.1 Nature of the personal data collected
The Seller undertakes to only collect personal data that is adequate, relevant and limited to what is necessary for the purposes for which it is processed. No personal data considered "sensitive", such as racial or ethnic origin, political, philosophical or religious opinions can be requested or collected from the Client.
The Customer is hereby informed that the personal data indicated as being mandatory on the forms and collected in the context of the completion of the sale described herein. The Customer's personal data that the Seller collects from him may include:
- His first and last names
- His email address
- His telephone number
- His date of birth
- His genre
12.2 Purpose of the processing of personal data
Personal data may be collected and used by the Seller for the purposes of enabling the sale, and may be transmitted to the companies responsible for the management, execution and processing of payment transactions. This information and data may also be kept for security and conservation purposes, in order to comply with the legal and regulatory obligations to which the Seller is subject.
The data collected is also likely to be used within the framework of the management of commercial relations in order to establish statistics, to carry out market and behavioral studies and to allow the Seller to improve and personalize the Products.
12.3 Storage, security and confidentiality of personal data
The personal data collected is processed and stored under conditions aimed at ensuring their security and are kept for the period strictly necessary to achieve the purposes referred to in Article 9.2 of these General Conditions above. Beyond this period, they will be kept for exclusively statistical purposes and will not give rise to any exploitation of any kind.
This data may also be kept for security and conservation purposes, in order to comply with the legal and regulatory obligations to which the Seller is subject.
The Seller undertakes to put in place technical and organizational security measures in order to guarantee the security, integrity and confidentiality of all personal data, in order to prevent them from being distorted, damaged or that unauthorized third parties have access to it.
However, it is specified that since no security measure is infallible, the Seller cannot guarantee absolute security to the Customer's personal data.
12.4 Transfer of personal data
No transfer of personal data is made outside the European Union.
Except in the case where a third party asks the Customer to accept a confidentiality charter and conditions of use which are specific to him, the third companies having received communication of the personal data of the User have undertaken to process his data. of a personal nature only for the sale of the Seller's product.
The Seller undertakes never to share the Customer's personal data, without having obtained his prior consent, with third-party companies for marketing and / or commercial purposes.
However, the Seller may be required to disclose the Customer's personal data to administrative or judicial authorities when their disclosure is necessary for the identification, arrest or prosecution of any individual likely to prejudice the rights of the Seller. , any other customer or a third party. Finally, the Seller may be legally bound to disclose the Customer's personal data and may not object to it in this case.
12.5 Customer's rights over their personal data
In accordance with the General Data Protection Regulation 2016/679 of April 27, 2016 ("RGPD"), any Customer has a right of access, rectification and erasure of personal data concerning him, which he can exercise directly from the Service Provider's customer service by contacting them at the email address firstname.lastname@example.org or at the following postal address 27 RUE DE MENILMONTANT 75020 PARIS, attaching a copy of an identity document to their request.
In addition, within the limits set by law, the Customer also has the right to oppose the processing, to limit it, to decide the post-mortem fate of his data, to withdraw his consent at any time and the right to the portability of the personal data provided.
Article 13 - CONFIDENTIALITY
During the term hereof, each party may read or receive confidential information, documents and / or data about the other party. As a result, each party undertakes, both in its own name and on behalf of its employees for whom it is strongly committed, to preserve the strict confidentiality of all confidential information, documents and / or data of any kind relating to the results, activity or customers of the other party or any information received or obtained from a party within the framework of the contractual relations established.
This confidentiality agreement of the parties is valid, both for the duration hereof and for a period of two (2) years following their expiration or termination.
Article 14 - NOTIFICATIONS
Any written notification or summons required or permitted by virtue of the provisions hereof shall be validly sent if it is sent by letter delivered by hand or by hand against delivery receipt, by registered mail with acknowledgment of receipt, or by electronic mail (except in case of termination hereof), addressed to the contact details of the party concerned, each party electing domicile at its registered office.
Any change in the contact details of one party for the purposes hereof must be notified to the other party as provided above.
Notifications sent by hand or by hand will be presumed to have been made on their date of delivery to the recipient, as attested by the delivery receipt. Notifications made by registered mail with acknowledgment of receipt will be presumed to have been made on the date of their first presentation to the recipient's address. Notifications made by email will be presumed to have been made on the date the email was sent.
Article 15 - AUTONOMY AND ABSENCE OF WAIVER
If any of the stipulations of these General Conditions were declared null or inapplicable for any reason whatsoever in application of a law, a regulation or following a court decision that has become final, it will be deemed not written and the other stipulations would remain in force.
The fact that the Seller does not avail itself temporarily or permanently of one or more stipulations of the General Conditions will in no case entail a waiver.
Article 16 - MODIFICATION
The Seller reserves the right to modify the content of these General Conditions at any time for placing new orders for Products.
Any order following a modification made to the General Conditions will imply acceptance by each Customer of the new version of the General Conditions which will be communicated to him.
Article 17 - DISPUTES
Any disputes that may arise within the framework of the contractual relations established between the Customer and the Seller must be resolved, as far as possible, in an amicable manner.
In the absence of an amicable settlement within a period of one month from the referral of one of the parties, all disputes to which the General Conditions could give rise, concerning their validity, interpretation, execution, termination, their consequences and their consequences, will be submitted to the court of Bobigny.
Article 18 - APPLICABLE LAW & LANGUAGE
These General Conditions and the operations resulting from them are governed and subject to French law. They are written in French. In the event of translation into one or more foreign languages, only the French text will prevail in the event of a dispute.