These general terms and conditions of sale ("GTCS" or "General Terms and Conditions of Sale") are intended to govern the relationship between BG FRANCK BICHON SARL, registered as a company in Lyon, France, under company registration number 391 280 203, with a share capital of €50,000, VAT number FR68391280203, with registered office at 42 Route de Brignais, 69630 Chaponost ("Seller" or "BG FRANCK BICHON"), of the one part,
Any individual or legal entity, whether a professional buyer or a consumer ("Customer") wishing to purchase the products offered for sale by the Seller ("Products") on the website www.bgfranckbichon.com ("Website"), of the other part.
The purpose of these General Terms and Conditions of Sale is to set out the Parties' rights and obligations in relation to the Online Selling of Products by the Seller to the Customer on the Website www.bgfranckbichon.com.
In these General Terms and Conditions of Sale, all capitalized terms have the meaning given to them below:
- "Order": request for Products made by the Customer to the Seller.
- "General Terms and Conditions of Sale": these terms and conditions.
- "Consumer": a non-professional Customer.
- "Contract": this document, including the introduction and schedules and any amendment, substitution, extension or renewal hereof as agreed by the Parties
- "Delivery Period": the period between the Order approval date and the date of Delivery of the Order to the Customer.
- "Distributor": a professional Customer.
- "Personal Data": personal data processed by the Seller, within the meaning of French Law No. 78-17 of January 6, 1978 as amended ("Loi Informatique et Libertés") and the EU General Data Protection Regulation No 2016/679 of the European Parliament and the Council of 27 April 2016 ("GDPR").
- "Force majeure": an event beyond the control of one of the Parties, which could not reasonably be foreseen at the time the Contract was entered into, the effects of which cannot be avoided by appropriate measures, and which prevents that Party from performing its obligations.
- "Delivery": dispatch of the Product to the Customer.
- "Partner": DHL, Banque Populaire Auvergne Rhône Alpes
- "Parties": the signatories to these GTCS, the Seller and the Customer.
- "Product": the goods and services offered for sale by the Seller on the Website.
- "Website": the website www.bgfranckbichon.com on which the Seller sells its Products.
- "Territory": has the meaning given in Clause 3
- "Online Selling": the selling of the Seller's Products via the Website.
The Products presented on the Website are available for Online Selling throughout the whole world, whether the Customer's place of residence or place of business is a country located within or outside the European Union ("Territory").
When a Customer orders Products for delivery outside the European Union, the Customer may be subject to import obligations and taxes. The Customer alone will bear these costs as the Seller has no control over them.
4. CONTRACTUAL DOCUMENTS
The General Terms and Conditions of Sale consist of the following contractual documents presented in decreasing order of legal value: these General Terms and Conditions of Sale, the purchase Order and the purchase invoice. In the event of contradiction between one and/or more provisions appearing in any of these documents, the higher ranking document will shall prevail. These documents set out all of the Parties' obligations.
- Follow the instructions on the Website;
- Fill out the Order form. The Customer must select the Products to be ordered on the Website. Product offers are valid as long as they are visible on the Website, within the limit of available stocks. In the event of prolonged inactivity during connection, the Products chosen by the Customer before this period of inactivity may no longer be available. The Customer will then be asked to start again with the selection of Products.
- Check the details of the Order, including the total price, and correct any errors before confirming acceptance. It is the Customer's responsibility to check that the Order is correct and to rectify any errors immediately;
- Follow the instructions on the online payment server in order to pay for the Product ordered.
The sale is only final after the Customer has been sent the Seller's email confirmation of acceptance of the Order and after the Seller has received the full price.
Any Order placed by the Customer and confirmed by the Seller, under the terms and conditions described above, on the Website, will signify the formation of a distance Contract between the Customer and the Seller.
Unless otherwise proven, any data recorded in the Seller's computer system will constitute proof of all transactions entered into with the Customer.
However, in accordance with Article L. 122-1 of the French Consumer Code, the Seller reserves the right to cancel or refuse the Order if it is abnormal, placed in bad faith or for any other legitimate reason, and in particular if there is a dispute relating to payment for a previous Order.
The Customer will be able to track the progress of the Order on the Website.
Any request to change the composition or volume of a final Order placed by the Customer will only be considered with the Seller's express consent. If the Customer amends the Order, the Seller will be released from the obligation to fulfill the order within the time period originally agreed.
6. DELIVERY OF THE ORDER
The Customer can choose one of the Delivery methods offered on the Website at the time the Order is placed.
The Seller agrees to deliver goods that are consistent with those specified in the Contract in the Territory. The Customer must choose a Delivery address located in the Territory, failing which the Order will be refused. The Customer alone will be responsible for any Delivery failure arising as a result of incomplete information given at the time of the Order.
The Seller will not be held liable in the event of delivery of Products whose volume is less than 5% of the Customer's order. Where applicable, it shall make every effort to make up for the missing volume of any similar order placed by the Customer.
The amount of Delivery charges depends on the Order amount and the delivery method chosen by the Customer. The Customer will in all cases be informed about the amount of Delivery charges before confirming the Order.
Delivery Periods are stated on the Website for information and guidance only; the actual Delivery Periods depend, inter alia, on the availability of the Products ordered, the availability of carriers and the order in which Orders arrive.
Delivery Periods are stated in working days and correspond to the average times for preparation and delivery of the Order in the Territory. Delivery Periods begin on the date of confirmation of the Order by the Seller.
The Seller will make every effort to adhere to the Delivery Periods indicated upon acceptance of the Order, depending on the logistical periods existing in the profession, and to fulfill the Orders, except in cases of force majeure as defined in Clause 15 or in the event of circumstances beyond its control, including, but not limited to, strikes, frost, fire, storm, flood, epidemic and supply difficulties.
Any delay in delivery vis-à-vis the indicative delivery periods initially specified will not constitute grounds for cancellation of the Order placed by the Customer and recorded by the Seller. The Seller will send an email informing the Customer that Delivery will be delayed.
7. TRANSFER OF RISKS
In the event of damage and/or missing items during transport, the Customer must raise any necessary objections and to confirm the reservations expressed by extrajudicial document or by registered letter with acknowledgement of receipt sent to the Seller within three (3) days of receiving the goods.
The Customer must check the condition of the packaging and the Products upon Delivery.
The Customer is responsible for expressing any reservations and lodging any complaints considered necessary, or may even refuse the package, where the package is obviously damaged upon Delivery. Any such reservations or complaints must be notified to the carrier by registered letter with acknowledgement of receipt within three (3) working days (not including public holidays) of the date of Delivery of the Products.
The Customer must also send a copy of this letter to the Seller. Failure to make a complaint within the above time period will extinguish any action against the carrier in accordance with Article L. 133-3 of the French Commercial Code . The Customer must ensure that the Products delivered correspond to the Order. If the Products do not conform in nature or in quality to the specifications mentioned in the Delivery note, the Customer must inform the Seller by email and return the Products to the address indicated under the conditions set out in Clause 11.
The Products are supplied at the current prices shown on the Website at the time the Order is registered by the Seller. These prices are firm and non-revisable during their period of validity. The Seller reserves the right, outside of the period of validity, to change the prices at any time.
Prices are expressed in Euros and do not include processing, shipping, transport and Delivery costs, which are invoiced as extra charges under the conditions indicated on the Website and calculated before the Order is placed.
9. PAYMENT METHOD
Unless otherwise specifically and expressly agreed by the Seller, the price is payable in full on the day the Customer places the Order, by one of the following secure methods:
- by credit cards: Bank Card, Visa, MasterCard, American Express;
- bank transfer
The transaction is immediately debited from the Customer's bank card after the bank card details have been checked, upon receipt of the debit authorization from the Customer's bank card issuer.
In accordance with Article L. 132-2 of the French Monetary and Financial Code, the commitment to pay given by means of a payment card is irrevocable. By providing their bank card information, the Customer authorizes the Seller to debit the amount corresponding to the price from their bank card.
Accordingly, the Customer confirms that they are the holder of the bank card to be debited and that the name on the bank card is theirs. The Customer provides the sixteen digits and the expiry date of the credit card as well as, where applicable, the security code number.
If the amount cannot be debit, the Online Sale will be immediately terminated and the Order will be cancelled. The Seller will use all means available to ensure the confidentiality and security of data transmitted on the Website.
10. PAYMENT DEFAULT
The Seller reserves the right to ask for a guarantee of solvency. The Seller reserves the right to allocate the sums collected towards the payment of invoices that are more than thirty (30) days overdue, plus any late payment interest and resulting costs, in the following order: costs, interest, invoice amount.
If any amount owed is not paid on its due date, the Customer will be liable for penalties set at three (3) times the legal interest rate.
These penalties will become automatically payable upon receipt of the notice informing the Customer that they have been debited from the Customer's account by the Seller.
In addition, any delay in payment will automatically result in the application of fixed compensation of forty (40) Euros, plus any recovery costs and fees that the Seller will be required to pay.
Late payment will also mean that all sums owed by the Customer will fall due for payment, without prejudice to any other action that the Seller may bring against the Customer.
Payments made by the Customer will not be considered final until the Seller has actually collected the sums owed.
In addition, the Seller reserves the right, if the payment conditions set out above, to suspend or cancel the delivery of current Orders placed by the Customer.
11. PRODUCT CONFORMITY - WARRANTY
The Products are compliant with the French regulations in force at the time they are placed on the market.
The Customer must ensure that the Products are compliant with the regulations existing in their country and must obtain any authorizations required. The Customer will bear any additional costs related to compliance with local regulations if the Customer is a Distributor and not a Consumer.
The Seller reserves the right to modify the characteristics of the Products where these are associated with technical developments and the Customer can derive a fair benefit from these.
The Products are warranted against any operating defect resulting from defective materials or from manufacturing or design defects for twenty-four (24) months from the date of delivery, without prejudice to the statutory warranty for hidden defects which applies in all cases.
Operating defects are only warranted where the Products are used and maintained under normal conditions.
During this warranty period, any claim must be made by the Customer within forty-eight (48) hours from the date of appearance of the defect, failing which no action may be taken. The claim must be sent by registered mail to the Seller at the following address: firstname.lastname@example.org.
The claim must be accompanied by the purchase Order, the purchase invoice and the proof of payment and must explain the reason for the claim as well as providing any evidence such as photographs or reports.
Without acknowledgement of any liability, Seller agrees to respond in writing within twenty (20) days of receiving the claim.
Under the warranty and after the claim has been accepted by the Seller, the Customer may obtain the replacement or repair of the Product acknowledged to be defective by the Seller's technical department, at the Seller's choice, excluding any compensation or damages.
Products returned incomplete, spoiled or damaged will not be taken back.
The Seller's warranty does not cover apparent defects that the Customer believes to exist at the time of delivery, as well as defects and deterioration caused by natural wear and tear or by an event not attributable to the Seller (incorrect assembly, defective maintenance, abnormal use, negligence or carelessness on the part of the Customer), or by a force majeure event or external circumstances, or by a Product modification or repair not envisaged or specified by the Seller.
The Products sold also enjoy the statutory warranty for hidden defects for which the Seller is liable in accordance with Articles 1641 et seq. of the French Civil Code.
12. CHANGE OF DISTRIBUTOR – TAKING BACK OF STOCKS
At the end of its commercial relationship with the Seller, the Distributor may return all Products still in stock provided that the Seller's prior written consent is obtained.
Any Products returned without such consent will be held under the Distributor's own risk and will not give rise to a credit note. The costs and risks of return lie always with the Distributor.
If Product returns are accepted by the Seller, the Distributor will be entitled to a credit note, after qualitative and quantitative checks have been carried on the returned Products. The amount of the credit note will be based on the obsolescence and age of the returned Products, which will be determined by the Seller alone on its own premises.
The Seller will not be held liable if the non-performance of its obligations is attributable either to the unforeseeable and insurmountable actions of a third party to the Contract, especially in the delivery process, or to a force majeure event as defined in Clause 15 of these General Terms and Conditions of Sale.
Similarly, the Seller will not be liable for any disruptions or damage inherent in the use of the Internet, including but not limited to service interruption, external intrusion or the presence of computer viruses.
The photographs of the Products presented on the Website are not contractually binding.
14. RETENTION OF TITLE
Transfer of title in the Products is suspended until full payment of their price (principal and ancillary charges) is made by the Customer, even if payment extensions are granted. Any clause to the contrary, in particular any clause inserted into the General Terms and Conditions of Sale, is deemed unwritten.
By express agreement, the Seller may enforce the rights it holds under this retention of title clause, in respect of any of its financial claims, over all of its products in the Customer's possession, which are presumed to be unpaid, and the Seller may take them back or claim them as compensation for all of its unpaid invoices, without prejudice to its right to cancel and/or terminate current sales.
A professional Customer is authorized, in the normal running of its business, to resell the delivered goods but cannot either pledge them or transfer ownership thereof by way of security.
In the event of resale, the Customer agrees to pay the Seller immediately the part of the price that remains outstanding.
If judicial reorganization or liquidation proceedings are commenced against the Customer, current orders will be automatically cancelled, and the Seller reserves the right to claim the goods in stock.
This clause does not prevent the transfer of risks to the Customer at the time indicated in Clause 7.
15. FORCE MAJEURE
The Seller will not be held liable if the non-performance or late performance of any of its obligations, as described herein, is the result of a Force Majeure event, within the meaning of Article 1218 of the French Civil Code. Force Majeure events are understood to include but are not limited to: explosions, fires, destruction of machines, factories and installations, natural disasters, acts of government authorities, war or any act of war, floods, riots, strikes of any kind and supply problems, social conflicts, pandemics, health crises.
If the total duration of a force majeure events exceeds ninety (90) calendar days as from the date of notification, each party will have the option of cancelling the Order, with immediate effect, notified by registered letter with acknowledgement of receipt, without paying any damages.
It is expressly agreed that if any events occur which are directly related to COVID-19 and which concern the supply, manufacture, delivery, shipment and transport of the Products, the provisions set out in this Clause 15 will apply.
16. INTELLECTUAL PROPERTY
The content of the Website is the property of the Seller and is protected by French and international intellectual property laws. The Seller is the exclusive holder of all worldwide intellectual property rights relating to the structure and content of the Website.
Any total or partial reproduction of this content is strictly prohibited and may constitute an offence of infringement.
The information contained on the Website is to be consulted and used for personal, non-commercial uses, excluding any commercial exploitation at a local, national or international level. In particular, no logos, texts, sounds, graphics or images contained on the site may be copied, reproduced, modified, published, issued, posted, transmitted or distributed by any means whatsoever without the Seller's prior written permission.
The Seller's site allows hypertext links to the content of the site, provided that they:
₋ Mention the source that will point, via a hypertext link, directly to the content concerned.
₋ Use the information only for personal, association or professional purposes. Any use for commercial or advertising purposes is excluded, except with the Seller's prior written consent.
Any website directing users to the contents of this site must not disseminate information of a controversial, pornographic or xenophobic nature or information which may harm the Seller's integrity or breach legislation.
If these obligations are not fulfilled, the Seller reserves the right to take action against the perpetrator of the breach before the French courts.
17. PERSONAL DATA
In accordance with the French Data Protection Act (Law no. 78-17 of January 6, 1978, "Loi Informatique et Libertés") and the EU General Data Protection Regulation No 2016/679 of the European Parliament and the Council of 27 April 2016 ("GDPR"), any Personal Data requested from the Customer is necessary to process the Order and to issue invoices.
During this period, the Seller will put in place all appropriate measures to ensure the confidentiality and security of the Customer's Personal Data, so as to prevent the data from being damaged, erased or accessed by unauthorized third parties.
Access to Personal Data is strictly limited to the Seller's staff and, where applicable, to the Seller's Partners, responsible for the fulfillment, processing, management and payment of Orders.
Other than in the cases set out above, we will not sell, rent, transfer or give third parties access to your data without your prior consent, unless we are obliged to do so on legitimate grounds.
The Customer's Personal Data will be kept for as long as necessary until the services are performed, unless:
In accordance with current French and European regulations, the Customer has a right of permanent access, modification, rectification, objection, portability and restriction of processing with regard to data concerning them.
You may also contact the French Data Protection Authority (CNIL) at https://www.cnil.fr/fr/agir or by writing to the following address: Commission Nationale de l'Informatique et des Libertés, 3 Place de Fontenoy - TSA 80715, 75334 PARIS CEDEX.
The parties expressly exclude the application of the statutory rules on frustration.
20. ASSIGNMENT OF CONTRACT
The Seller reserves the right to assign, transfer or contribute to a third party, in any form whatsoever, the rights and obligations arising from this Contract.
21. AMENDMENT OF THE GENERAL TERMS AND CONDITIONS OF SALE
BG FRANCK BICHON reserves the right to amend these GTCS at a later date, in which case the CUSTOMER will be duly informed by the Seller. The applicable GTCS are those in force at the time of the Customer's purchase on the Website on the date the Order is placed.
22. INVALIDITY OF A CONTRACT CLAUSE
If any of the provisions of this Contract are invalidated, this will have no effect of the validity of the other provisions of the Contract, which will remain in force between the Parties.
23. NO WAIVER
The fact that one of the Parties does not enforce an undertaking by the other Party to perform any of the obligations referred to herein cannot operate in the future as a waiver of the obligation in question.
24. INDEPENDENCE OF THE PARTIES
Neither Party may make any binding commitment in the name and/or on behalf of the other Party. Furthermore, each Party remains solely responsible for its allegations, undertakings, services, products and staff.
25. JURISDICTION AND APPLICABLE LAW
The Seller's address for service is its registered office.
Any dispute relating to the performance or interpretation of this Contract will, if it cannot be resolved amicably, be referred to the exclusive jurisdiction of the courts where the Seller has its registered office, i.e., the Courts of Lyon, regardless of the place of the Order, the place of Delivery, and the place of payment and the method of payment, and even in the event of a third party notice or where there is more than one defendant.
Jurisdiction is general and applies whether in the case of a main claim, an additional application, an action on the merits or an interim proceeding.
In addition, in the event of any legal action by the Seller or any other action to recover debts, the Customer will bear any summons costs, court costs, as well as attorney's and/or bailiff's fees, as well as any costs related to or arising from the Customer's failure to comply with the payment terms and/or terms of delivery for the Order in question.
These GCTS and any transactions preceding them or arising from them between the Seller and the Customer are governed by and subject to French law, excluding any other law, and additionally by the Vienna Convention on the International Sale of Goods and by the Incoterms defined by the International Chamber of Commerce.
As these GCTS are written in several languages, the French version alone will be considered authentic in the event of a dispute.
The Customer acknowledges that, before placing the Order, they were informed in a clear and comprehensible manner about these GCTS and about all of the information listed in Article L.221-5 of the French Consumer Code.
By ordering Products, the Customer is deemed to have accepted fully these GTCS and the obligation to pay for the Products ordered. This is expressly acknowledged by the Customer, who agrees not to rely on any contradictory document as this would be unenforceable against the Seller.
Unless otherwise stipulated, all documents, catalogs, brochures, advertisements, notices and price quotations provided by the Seller to the Customer are for information and indicative purposes only and have no contractual value.
No modification of the terms hereof will be binding on the Seller, regardless of its origin, unless it is recorded in a written document issued by the Seller confirming its express agreement.
The fact that the Seller does not at any given time invoke any of these GTCS will not operate as a waiver of the right to rely on them subsequently.
27. CONSUMER PROVISIONS
27.1. Right of withdrawal
In accordance with French and European law, the Consumer has a period of fourteen (14) days from receipt of the Product to exercise the right of withdrawal, without having to give reasons or pay any penalty, for exchange or refund purposes, provided that the Products are returned in their original packaging and in perfect condition within no more than fourteen (14) days following notification to the Seller of the Consumer's decision to withdraw.
The refund will be made using the same means of payment that the Customer used when placing the Order. The refund will be made when the Seller has supplied evidence of having sent back the Product, such as a copy indicating the date of shipment of the Product by registered post.
Products are to be returned in their original condition and complete (packaging, accessories, instructions, etc.) so that they can be resold as new and must be accompanied by the purchase invoice. Products must be returned to the following address: BG FRANCK BICHON Sales Department 42 Route de Brignais 69630 CHAPONOST, FRANCE.
Products that are damaged, soiled or incomplete will not be taken back. The right of withdrawal also does not apply to Products that cannot be returned due to hygiene reasons.
The right of withdrawal can be exercised online, using the withdrawal form available below.
If the right of withdrawal is exercised within the aforementioned period, only the price of the Product(s) purchased and the Delivery costs will be reimbursed; the Consumer is responsible for the costs of returning the Product(s).
The refund will be made within fourteen (14) days from the notification to the Seller of the decision to withdraw.
27.2. Withdrawal form
This form must be completed and returned only if the Consumer wishes to withdraw from the Order placed on the Website, unless exclusions or limitations apply to the exercise of the right of withdrawal in accordance with the applicable General Terms and Conditions of Sale.
For the attention of BG FRANCK BICHON Service Commercial 42 Route de Brignais 69630 CHAPONOST, FRANCE.
I hereby give notice that I withdraw from:
Order of "Date"
Order number: ...........................................................
Customer name: ...........................................................................
Customer address: .......................................................................
This written request should be sent:
- either by post to 42 Route de Brignais 69630 CHAPONOST, FRANCE
- or by email to email@example.com.
These Terms and Conditions are governed by and construed in accordance with French law. However, if the Consumer laws applicable in your country of residence are more advantageous than those of French law, you may benefit from the protection available in your country of residence. Moreover, you may assert your rights before the courts having jurisdiction over your place of residence.
Consumers whose country of residence is the United States are subject to an arbitration agreement in accordance with the Federal Arbitration Act. The Parties agree to attempt an amicable resolution within thirty (30) days before initiating any such arbitration proceedings. The documents pertaining to the attempted amicable resolution of the dispute must be sent by email to firstname.lastname@example.org.
Consumers are informed that they may in all circumstances resort to mediation, in particular with the Paris Mediation and Arbitration Center ("CMAP"), if they are involved in any dispute concerning the sale of a Product purchased on the Website, provided that the conditions governing admissibility of their request are fulfilled.
For information about these conditions and to contact the CMAP, Consumers should visit www.cmap.fr or contact the CMAP by writing to the following address: CMAP-Service Médiation de la Consommation, 39 Avenue Franklin D. Roosevelt, 75008, Paris, France, or by emailing email@example.com.
The European Commission provides an extrajudicial dispute resolution platform that allows consumers to settle disputes related to their online orders out of court. Link to the online dispute resolution platform: ec.europa.eu/consumers/odr/
28. APPLICATION OF THE INCOTERMS DAP
In all contracts concluded between BG FRANCK BICHON and a Distributor, DAP (Delivered At Place) Incoterms are applicable.
The Seller therefore bears the costs and risks until the Products reach the Distributor's premises. The Seller will bear the costs of export customs clearance, and the Distributor will bear the costs of import customs clearance.
Done at Chaponost