1 – GENERAL PROVISIONS
The purpose of these General Terms and Conditions of Sale (below the “T&C”) is to define the rights and obligations between BFP Electronique (below the “Company”) and its customers (below the “Customers”) – (below collectively referred to as the “Parties”) for any supply of products/goods (below the “Product(s)”) and/or provision of services, whether or not related to such Products (below the “Service(s)”).
The Company reserves the right to amend or modify the T&C at any time, provided that the applicable T&C are those in effect on the date of the order. Any order placed with the Company implies the Customer’s full and unconditional acceptance of the T&Cs, which prevail over all other terms and conditions, except those expressly agreed upon in writing between the Company and the Customer. The Company shall not be bound by the commitments of its representatives or employees unless such commitments are confirmed in writing by the Company.
2 – COMPANY IDENTIFICATION
- Company Name: BFP ELECTRONIQUE
- Legal form: SAS
- Share Capital: 25 000 Euros
- Headquarters: 15 Rue des Roses, 48100 MONTRODAT (France)
- SIRET: 398 364 885
- Intra-Community VAT Number: FR56398364885
- Email: contact@bfp.group
- Phone: (+33)4 66 32 44 99
3 – PRODUCTS AND OFFERS
3.1 OVERVIEW
Information regarding the characteristics of the Products is provided in the sales materials or on the Company’s website. However, this information does not constitute contractual commitment.
The Company reserves the right to modify the technical specifications of its Products at any time.
3.2 AVAILABILITY
The Company’s offers are valid while supplies last. If a Product is unavailable, the Company will notify the Customer as soon as possible and offer either a replacement Product or the cancellation of the order.
4 – ORDERS
4.1 PROCEDURE
Orders may be placed by any means agreed upon between the Company and the Customer (email, signed quote, purchase order, in-person visit, conference, trade show, online platform, etc.).
4.2 VALIDATION
An order is considered final only after:
- Written (or electronic) confirmation of the quote or purchase order by the Customer
- Express consent from the Company
- Payment of any down payment specified in the quote or purchase order
4.3 ORDER MODIFICATIONS
Any order modification requested by the Customer must be accepted by the Company. The Company reserves the right to refuse such a request or to submit a new, tailored commercial proposal.
5 – PRICES
Prices are listed in euros, either exclusive of tax (excl. tax) or inclusive of all taxes (incl. tax), as indicated, and exclude shipping costs. Applicable taxes and any additional fees (shipping, insurance, etc.) are specified in the quote or purchase order. The Company reserves the right to modify its rates at any time. However, the price applied will be the one in effect at the time the order is confirmed.
Any discounts, rebates, or deductions provided by the Company will be specified in the quote or purchase order, in accordance with the terms defined in the current sales policy.
6 – PAYMENT TERMS
Payment shall be made in accordance with the terms specified in the quote or purchase order (bank transfer, check, etc.). A deposit may be required at the time of order, the amount and terms of which are specified in the quote or purchase order.
7 – DELAYS AND FAILURES IN PAYMENT & RETENTION OF TITLE CLAUSE
In the event of late payment, penalties equal to three times the statutory interest rate in effect on the date the delay is noted, plus 10 percentage points, in accordance with the provisions of Article L.441-10 of the Commercial Code, will be applied, along with a flat-rate collection fee of 40 euros.
Any delay in payment shall result in the immediate due and payable status of all amounts owed to the Company by the Customer, without prejudice to any other action the Company may be entitled to bring against the Customer in this regard.
In the event of failure to comply with the payment terms set forth above, the Company further reserves the right to suspend the provision of the Services/Products ordered by the Customer and to suspend the performance of its obligations.
The Company retains full ownership of the Products sold until full payment of the principal and ancillary amounts has been made. Accordingly, if the Customer is subject to receivership or judicial liquidation, the Company reserves the right to claim, within the framework of the insolvency proceedings, the Products sold and remaining unpaid.
8 – DISPUTES REGARDING INVOICES
Any dispute regarding an invoice must be submitted in writing to the Company within eight days of receipt, specifying the grounds for the dispute. In the absence of a dispute within this period, the invoice shall be deemed accepted without reservation. Disputing an invoice does not suspend the due date of the undisputed amounts or the payment terms applicable to them.
9 – DELIVERY AND SHIPPING
Delivery times are provided for informational purposes only. A delay shall in no event justify cancellation of the order or give rise to penalties, unless otherwise agreed in writing in advance by the parties.
Products are delivered to the address provided by the Customer at the time of the order. It is the Customer’s responsibility to verify the accuracy of the information provided.
The Customer is required to inspect the apparent condition of the Products at the time of delivery and, if necessary, to file any reservations with the carrier, in accordance with Article L133-3 of the Commercial Code (in France). These reservations must also be submitted to the Company in writing within 48 hours of delivery.
10 – TRANSFER OF RISK
Risk is transferred to the Customer upon handover of the Products to the carrier or upon their pickup by the Customer at the Company’s premises, depending on the Incoterm or the terms agreed upon in the quote or purchase order.
11 – RETURNABLE PACKAGING
The Products are not subject to a deposit system. The Customer is encouraged to retain the original packaging, as it may be necessary for returning the Product as part of the After-Sales Service; a practice consistent with the goal of reducing packaging waste as set forth in Regulation (EU) 2025/40 (PPWR). If the original packaging is not retained, repackaging fees may be charged to the Customer for any return requiring appropriate packaging.
12 – TAKEBACK – RECYCLING – DISPOSAL
The Company takes back end-of-life Products (medical devices and household electrical appliances) for destruction, in accordance with the procedures specified in the user manual. This take-back program does not cover single-use consumables and accessories, the disposal of which is the Customer’s responsibility in accordance with the regulations applicable to their business.
13 – ETHICS AND COMPLIANCE
The Customer agrees to comply with applicable regulations regarding export controls and international sanctions, as well as provisions relating to the fight against corruption and money laundering, in particular Law No. 2016-1691 of December 9, 2016 (“Sapin II”). In particular, the Customer guarantees that it will not resell, re-export, or use the Products in a country or to an entity subject to sanctions, and undertakes to refrain from any act of corruption, whether direct or indirect, in connection with the performance of this Agreement.
14 – WARRANTIES -LIABILITY
14.1 WARRANTIES
The Products are intended exclusively for professional customers (including nurses, estheticians, physicians/doctor, physical therapists, and distributors).
The Products sold are covered by the statutory warranty against hidden defects (Articles 1641 et seq. of the Civil Code, for France). This warranty is strictly reserved for professional Customers and covers only defects that render the Products unfit for their intended use.
The warranty applied is the one specified in the accompanying documents. Any improper use, storage, or maintenance, as well as negligence or modification by the Customer or an unauthorized third party, automatically voids the warranty.
14.2 LIABILITY
The Company’s liability is strictly limited to the obligations defined in this article and, where applicable, to the special terms and conditions. It shall not be held liable for indirect damages or for any financial or commercial loss suffered by the Customer.
15 – FORCE MAJEURE
Neither the Company nor the Customer shall be held liable for any failure to fulfill their obligations resulting from a force majeure event (natural disaster, strike, lockout, pandemic, government action, etc.) that renders the performance of the contract impossible. In such cases, performance deadlines shall be extended for a period equivalent to the duration of the event.
16 – PERSONAL DATA
Each Party agrees to comply with the provisions of applicable law, in particular the French Data Protection Act. Specifically, each Party agrees to:
– Inform the data subjects of the purposes and methods of the data processing being carried out, obtain their prior consent if necessary, and allow them to exercise their rights;
– Implement appropriate technical and organizational measures to ensure the security of such data, namely its confidentiality, integrity, and availability.
To this end, the Company’s personal data protection policy is available at www.aamsworld.com or upon request to BFP Electronique, 15 Rue des Roses, 48100 Montrodat, or by email at: rgpd@bfp.group
The Customer agrees to communicate this policy, as applicable, to its relevant employees and partners, and to communicate its own policy to the Company, its employees and partners, as well as to any data subject.
17 – INTELLECTUAL PROPERTY
In the event that the supply of Products or Services includes software or any other element that may be subject to protection in any form under industrial or intellectual property rights belonging to the Company or a third party, the Customer shall have only a non-exclusive, personal license to use such software and elements, without the right to sublicense or assign.
In connection with the Services, the Company may design and develop technical, commercial, or other documents (including, but not limited to, templates, articles, studies, reports, memos, texts, analyses, guidelines, drawings, images, logos, plans, and sketches), inventions, creations, software, methods, know-how, and confidential information (below the “Creations”).
All intellectual property rights, as well as the know-how incorporated into the Creations and the Services provided, remain the exclusive property of the Company. Consequently, the Company shall remain the exclusive owner of the rights pertaining to the Creations and, generally speaking, of any written material provided by the Company to the Client in connection with the performance of the Service. Accordingly, the Client agrees to:
– Not to infringe, directly or indirectly, upon the Company’s property rights and legitimate interests,
– To maintain at all times the ownership and copyright notices appearing on the Creations and, more generally, on any written material provided by the Company to the Client in connection with the performance of the Service,
– Respect the trademarks, logos, names, acronyms, colors, graphics, or any other distinctive signs belonging to the Company and not to create any association in the public’s mind, for any purpose whatsoever, and by any means whatsoever.
Furthermore, the Company’s use of any software or software package to perform its services does not confer any ownership rights or rights of use in such software or software packages to the Client.
The Client acknowledges that the Company is authorized to use its name and logo as a commercial reference.
18 – HEALTH AND SAFETY – INSURANCE
The Client agrees to use the Products in compliance with the health and safety regulations applicable to its business and with best practices in the field/industry/profession, and to obtain the insurance necessary for the conduct of its professional activities.
19 – CONFIDENTIALITY
The Customer agrees to handle the information it receives in accordance with applicable laws and regulations, and to treat the data with the same degree of care and protection as it accords to its own confidential information of similar sensitivity or importance. Accordingly, all information disclosed by either Party is provided strictly for the purpose of fulfilling their respective obligations hereby, and subject to compliance with applicable regulations and/or a contractual obligation.
20 – GOVERNING LAW AND DISPUTES
In accordance with Article 1530 of the Code of Civil Procedure (France), in the event of difficulties arising from the performance, interpretation, or termination of their contract, the Parties agree, prior to any litigation, to submit their dispute to a competent Consumer Mediation Center in accordance with the provisions set forth in that center’s rules. In accordance with the provisions of Article 122 of the Code of Civil Procedure (France), during the mediation process, the Parties shall refrain from bringing legal action against the other Party; otherwise, they risk having their case dismissed as inadmissible.
During the mediation process, the statute of limitations is suspended; thus, after thirty (30) days, the mediation attempt shall be deemed concluded. Furthermore, pursuant to Article 1531 of the Code of Civil Procedure, the Mediator is bound by a duty of confidentiality.
The costs and fees of the Mediator shall be split equally between the Parties.
These General Terms and Conditions and the transactions arising therefrom are governed exclusively by French law.
It is expressly agreed and accepted that in the event of a dispute that persists beyond this mediation process, only the Court of Mende (48) (France) shall have jurisdiction and may be seized of the matter, regardless of the location of the registered office of the plaintiff or the defendant, depending on the nature of the dispute.
These General Terms and Conditions are originally written in French, they have been translated into English for informational purposes. In the event that they are translated into one or more languages, only the French text shall be deemed authentic in the event of a dispute. The fact that, where applicable, routine communications between the service provider/supplier and the customer may take place wholly or partially in a language other than French shall in no way be construed as a waiver of the application of these General Terms and Conditions of Sale or any of their provisions.
21 – CUSTOMER’S ACCEPTANCE
These General Terms and Conditions of Sale are expressly approved and accepted by the Customer, who declares and acknowledges having full knowledge of them and, as a result, waives the right to rely on any conflicting document.